ESPÍRITO SANTO FINANCIAL GROUP S.A. Société Anonyme Sede: 21/25 Allée Scheffer, L2520 Luxembourg Capital Social : Eur 778.549.160 Matriculada na Conservatória de Et e Luxemburgo sob o no.22.232 Espírito Santo Financial Group S.A. informa sobre Relatório Anual Individual e Contas Consolidadas referentes ao exercício d 2010
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
Société Anonyme
Sede: 21/25 Allée Scheffer, L2520 Luxembourg
Capital Social : Eur 778.549.160
Matriculada na Conservatória de Et e Luxemburgo sob o no.22.232
Espírito Santo Financial Group S.A. informa sobre Relatório Anual Individual e
Contas Consolidadas referentes ao exercício d 2010
Espírito Santo Financial Group S.A. is a public company, with its shares listed on the Luxembourg, Lisbon and London stock exchanges. ESFG, through its subsidiaries, provides a wide range of banking services, centred on Banco Espírito Santo, Tranquilidade insurance services and Espírito Santo Saúde healthcare operations.
Espírito Santo Financial Group S.A. (‘ESFG’) is a Luxembourg based financial holding company with Banking, Insurance and Healthcare interests. ESFG’s primary investments are located in Portugal as well as investments in Spain, France, the United Kingdom, Switzerland, Poland, Angola, Brazil, the United States, and the United Arab Emirates, amongst others. At the end of December 2010 its total consolidated assets reached EUR 87.2 billion, a rise of 2.2% from year end 2009. ESFG’s consolidated profit for the full year 2010, attributable to equity holders of the company, reached EUR 122.2 million, a decrease year-on-year of 22.4%.
ESFG is a public company, with its shares listed on the Luxembourg, Lisbon and London stock exchanges. The shares are traded primarily on the NYSE Euronext Lisbon Exchange. ESFG, through its subsidiaries, provides a wide range of banking services, centred on Banco Espírito Santo (‘BES’), insurance services through Companhia de Seguros Tranquilidade (‘Tranquilidade’) and healthcare operations with Espírito Santo Saúde (‘ESS’).
Strategy and business modelESFG’s primary strategy is to further develop its ability to cross-sell the full range of banking, insurance and healthcare services, offered by its subsidiaries, while taking advantage of further cost reduction opportunities afforded by a more efficient integration of its inter-related businesses. ESFG follows a strategy of organic growth with localised acquisitions coupled with greater international revenue growth outside its traditional market of Portugal. ESFG remains open to pursuing means to ensure that it will play a major role in the Banking, Insurance and Healthcare sectors in the future.
The sovereign debt crisis of 2010 primarily brought about by a marked imbalance in Greece’s public accounts and the noticeable difficulties faced by Ireland’s financial sector, severely affected Portugal’s public accounts, weighed heavily on the operating environment of ESFG and its operating subsidiaries. Greece and Ireland both required financial support from the EU and the IMF raising fears of contagion with other Euro Area peripheral economies, particularly Portugal and Spain. In Portugal spreads between yields on 10-year public debt securities and the German benchmark Bunds rose by 296 bps in the year, to 364 bps (with a high of 460 bps in mid-November).
Yield spreads on 10-year Government Bonds vs. selected economies (basis points)
– Portugal 364 – Greece 950 – Ireland 610
– Italy 185 – Spain 249
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The resulting downgrades on peripheral Euro Area member states were triggered by fears over the deterioration of credit quality (both sovereign debt and mortgage credit) which also penalised the funding conditions of European banks. The iTraxx Financials index, which tracks the spreads on Credit Default Swaps, rose by 102 bps in 2010, to 177 bps; this move reflected the deterioration of investor confidence. The EUR dropped by 7.2% against the dollar, to EUR/USD 1.336 at year-end, while the CAC40, IBEX and PSI-20 indices fell by 3.3%, 17.4% and 10.3%, respectively. The DAX, representing core Europe, rose by 16.1%, underpinning investors’ confidence in the performance of the German economy. The ECB left the key benchmark rate unchanged at 1.0%, extended the unlimited provision of liquidity under concessional terms, and increased the acquisition of debt securities in the second half of the year. The 3-month EURIBOR rose from 0.7% to 1.006%.
Despite fears of financial instability, the year saw an improvement in activity in the main economic areas. After having fallen in 2009, GDP grew by 3.6% in Germany, 1.7% in the Euro Area and 2.9% in the US. The US, benefiting from the expansionary stance of the Federal Reserve’s monetary policy, gained from investor confidence with the Dow Jones, Nasdaq and S&P500 indices rising in the year by 11.0%, 16.9% and 12.8%, respectively. The main emerging economies remained strong, with GDP growing by 10.0% in China and 7.5% in Brazil.
The price of Brent crude rose from USD 77.2 to USD 94.3 per barrel during 2010. Expectations of mounting global demand and various restrictions on supply (in part related to adverse weather conditions) also contributed to a rise in the price of food, commodities and industrial metals. The Commodity Research Bureau’s Food and Metals price indices rose by 27.7% and 24.4%, respectively, in the year.
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In China, growth was fuelled by the increasingly strong demand driven by expansionary monetary conditions, despite the restrictive measures implemented by the Central Bank of China through the increase of the reference interest rates and banks’ compulsory reserve rates, administrative restrictions on credit volume, and 3.5% rise of the Yuan versus the USD. The upward trend of inflation was the main concern for both the Chinese authorities and of the financial markets in general. Inflation concerns grew during the second part of the year.
International markets where ESFG operates:
The Euro Area’s core economies consolidated over the course of 2010 leading to a gradual recovery in activity that began in the second half of 2009 and ended the recessionary period which had begun in the second quarter of 2008. After contracting by 4.1% in 2009, GDP grew by 1.7% in 2010. The recovery was underpinned by the dynamic performance of exports, driven by the surge of international trade flows, and in particular by demand from the emerging economies, which drove up industrial production. Activity was especially strong in the second quarter of 2010 (1.0% quarter-on-quarter growth), benefiting from the stimulus provided by the expansionary public policies which had been implemented in 2010.
The foundation of the economic recovery has gradually widened with an improvement in private consumption and a deceleration in the falling trend of investment (investment in equipment increased year-on-year). Consumer confidence levels and the normalisation of financing conditions in the core economies have translated into an improved 2010 for core EU members.
exacerbating market fears. Despite solid solvency positions, the Portuguese banks were exposed to an adverse external environment forcing them to increase funding obtained from the ECB. The Spanish economy saw a small decrease in GDP in 2010 (-0.1%), a marked improvement against 2009 (-3.7%). The improved performance was underpinned by the recovery in household consumption which grew by 1.3% year-on-year. The labour market however deteriorated, with the unemployment rate climbing from 18.8% to 20.3% of the working population, the highest record in more than ten years.
In the United States, the economy in 2010 grew by 2.9%, in 2009 the US GDP fell by 2.6% year-on-year. The expansionary economic policy put in place by the Government and the Federal Reserve following the 2009 recession produced maximum effect at the end of 2009. The impact however wore off in the first half of 2010. In annualised terms, GDP growth decelerated from 5.0% in the fourth quarter of 2009 to 1.7% in the second quarter of 2010. The unemployment rate remained high at 9.5% of the working population at the end of the first half of 2010. Excess capacity contributed to a fall in inflation (both headline and core inflation) during the period.
The Federal Reserve, in 2010, continued its policy of debt acquisition and repurchase. In November the Fed announced a new programme to purchase long-term treasuries for an additional of USD 600 billion.
The Obama administration announced new stimuli for domestic demand, including the extension of a substantial part of the tax cuts from the Bush era, totalling more than USD 800 billion. The action taken by the authorities reversed the markets’ negative sentiment, and this was further consolidated as the main economic indicators suggested that the probability of a double dip and deflation scenario was receding. The United States’ GDP grew by 2.6% in the third quarter and by 3.2% in the fourth quarter of 2010. This was reinforced by improved private consumption figures of 4.4%. At the end of the year there was also a significant recovery in corporate credit, with banks’ increased availability to finance this sector as corporate earnings improved (both financial and non financial).
There has been a clear imbalance in the rate of recovery across the Euro Area, with clearly diverging performances among the various member states. The German economy was particularly strong, growing by 3.6% year-on-year. This increase, the highest since its reunification, was largely driven by exports and investment in equipment. This performance is in sharp contrast with the deceleration or even contraction registered by the peripheral economies of the Economic and Monetary Union. The Greek, Irish and Spanish economies all contracted, with the Greek economy contracting by more than 4.0%.
The average EU annual inflation rate reached 1.4%, up from 0.3% in 2009. This increase was largely driven by the rising price of energy, transport and food. However, the underlying inflation rate, which excludes these components, declined compared to the previous year, reflecting the lack of demand-driven inflationary pressures, resulting in excess capacity and the rise in the unemployment rate to 10.0% of the working population.
In this context the European Central Bank (‘ECB’) kept the key benchmark rate unchanged during 2010 (1.0% since May 2009). At the same time, the monetary authority provided liquidity to the banking system, not only through virtually unlimited 3-month liquidity provisioning but also, as from May 2010, through the purchases of public debt securities in the secondary market in an effort to limit the impact on peripheral sovereign debt markets. In order not to increase money supply, the amount of debt securities purchased under this programme, EUR 73.5 billion at year-end, was balanced against short-term deposits made by commercial banks with the ECB.
In Portugal, notwithstanding the deterioration of its financial position, GDP growth exceeded expectations, rising by 1.4% in 2010, only slightly below the European average of 1.7%. Portugal, when compared with other peripheral European countries of Spain, Greece and Ireland, was the only member state with positive growth. This resulted from a dynamic performance in exports, which are expected to have registered real growth of close to 9.0%.
The financial position of the Portuguese economy however deteriorated as a result of an increase in risk aversion to the peripheral Euro Area countries and continued downgrades of the Republic of Portugal by rating agencies further
GDP growth, selected countries (%) 2008 2009 2010Source: IMF, National statistics institutes
In Brazil 2010, the economy grew by 7.5%, supporting Brazil’s drive to become a dominant force both regionally and on the global economic stage. In the last two years Brazil has shown that it is able to weather global economic volatility. Industrial production in 2010 returned to pre-crisis levels, with excess capacity nearly exhausted, concerns over the risk of inflation returned. This is most evident in the performance of retail trade which, fuelled by the expansion of credit and the increasing purchasing power of the Brazilian population, saw practically uninterrupted growth in 2010. The rate of inflation in Brazil reached 5.9% at year-end.
Though commodity prices contributed to the rise in the rate of inflation, especially of agricultural commodities, service related costs have also risen significantly. In response the Central Bank of Brazil decided in April to adjust the benchmark rate, partly reversing the monetary stimulus introduced after the 2008 financial crisis. The SELIC rate increased to 10.75%, from 8.75% at the end of 2009.
The rise in the SELIC rate proved attractive to non-resident investors already attracted by Brazil’s strong economic fundamentals and favourable growth forecasts. This saw large capital inflows causing the current account deficit to almost double year-on-year. The move also led to an increase in the stock of international reserves, which closed the year at nearly USD 300 billion (which vastly exceeds the country’s total public and private debt), thus consolidating Brazil’s net creditor position. The Brazilian Real rose against the USD from USD/BRL 1.74 at the end of 2009 to USD/BRL 1.66 at the end of 2010. Brazil’s stock index, the Bovespa, during the period rose by 1.0% following a recovery from strong corrections seen in the first half of the year.
In Angola, after a sharp deceleration in GDP in 2009 the African economy saw a significant recovery in 2010 on the back of the improved commodities markets, and particularly of the energy market. The group of oil-exporting countries in Sub-Saharan Africa (including Angola, Cameroon, Chad, the Republic of the Congo, Equatorial Guinea, Gabon and Nigeria) grew by more than 6.0%, as the price of oil increased.
Angola’s economic activity in 2010 stemmed from an increase in oil revenues and the increase in non-oil sectors, such as construction, services, and agriculture, notwithstanding a more restrictive fiscal policy. Private investment was also strong, reaching USD 1.25 billion at the end of the first half of 2010, an increase of 177.0% year-on-year. The Angolan economy grew by over 2.0% in 2010.
The risks below are not the only ones that the ESFG and its subsidiaries (‘ESFG Group’) are subject to, some risks are not yet known to the ESFG Group and some that the ESFG Group does not currently believe to be material could later turn out to be material. All of these risks could materially affect the ESFG Group’s business, its revenues, operating income, net income, net assets and liquidity and capital resources.
(1) Deterioration of the financial markets and economic environment:
The performance of the ESFG Group is generally influenced by conditions in the global financial markets and the macroeconomic environment of the countries in which it operates. The downturn in the Portuguese economy in particular could have a material adverse effect on the ESFG Group’s business. The ESFG Group’s ability to grow may be restricted by slower growth in the banking, insurance and healthcare markets in which it operates.
(2) Changes in the regulatory environment, additional regulatory restrictions or requirements:
The ESFG Group is subject to banking, insurance and financial services’ laws and government regulations in each jurisdiction where it conducts its business. Regulatory agencies have broad administrative powers over many aspects of the financial services business, which may include liquidity, capital adequacy and permitted investments, ethical issues, money laundering, privacy, record keeping and marketing and selling practices. At 31 December 2010, the ESFG Group’s Core Tier I ratio, Tier I ratio and total solvency ratio were 6.9%, 8.2% and 10.6%, respectively, calculated under Basel II, IRB Foundation Method and reported to the Bank of Portugal.
(3) Compliance with anti-money laundering and anti-terrorism financing rules involves significant cost and effort:
The ESFG Group is subject to rules and regulations regarding money laundering and the financing of terrorism. Monitoring compliance with anti-money laundering and anti-terrorism financing rules can put a significant financial burden on banks and other financial institutions and pose significant technical problems.
(4) Market risk The ESFG Group faces the risk of possible losses
resulting from an adverse change in the value of financial instruments due to fluctuations in interest rates, foreign exchange rates, share prices or commodities prices.
(5) Credit risk Risks arising from changes in credit quality and the
repayment of loans and amounts due from borrowers and counterparties are inherent in a wide range of the ESFG Group’s businesses. Adverse changes in the credit quality of the ESFG Group’s borrowers and counterparties, a general deterioration in Portuguese or global economic conditions, or increased systemic risks in financial systems, could affect the recovery and value of the ESFG Group’s assets and require an increase in the provision for bad and doubtful debts and other provisions.
(6) Insurance risks Part of the ESFG Group’s property and casualty
insurance business involves covering losses from unpredictable events such as floods, earthquakes, hurricanes, fires, industrial explosions, terrorist attacks and other man-made or natural disasters. The ESFG Group also maintains technical reserves to cover potential claims in its life insurance business and sets up provisions for claims in its property and casualty insurance businesses, based on actuarial valuations.
(7) Operational risks Operational risk represents the risk of losses or of
a negative impact on the relationship with clients or other stakeholders resulting from inadequate or negligent application of internal procedures, or from people’s behaviour, information systems, or external events. Operational risks also include business/strategic risk, which are the risk of losses through fluctuations in volume, business, earnings, prices or costs as well as legal risk.
(8) Liquidity Risk The liquidity risk arises from present or future inability
to pay liabilities as they mature without resulting in exaggerated losses. Banks, by virtue of their business of providing long-term loans and receiving short-term deposits, are subject to liquidity risk.
(9) Funding Risk The ESFG Group raises funds by issuing ordinary and
preferred shares and senior, subordinated and deeply subordinated notes in the international capital markets. It uses these funds to fund investments and to meet the capital requirements set and regulated by the Bank of Portugal. ESFG Group’s banking subsidiaries establishes a funding policy for all types of liabilities including customer deposits. Increased funding costs or a prolonged interruption in renewing funding would have a material adverse effect on the ESFG Group’s financial condition and results of operations.
The Euro Area sovereign debt crisis of 2010, primarily brought about by a marked imbalance in Greece’s public accounts and the noticeable difficulties faced by Ireland’s financial sector, severely affected Portugal’s public accounts, weighed heavily on the operating environment of ESFG and its operating subsidiaries. Despite this the Company reported strong results that support its policy of improved shareholder value. ESFG, through its subsidiaries, continues to make positive strides in its strategy of international expansion.
ESFG’s audited consolidated net profit for the full year 2010, attributable to equity holders of the Company, reached EUR 122.2 million. Overall recurrent income remained healthy despite the difficult operating environment. Increased interest costs relating to ESFG’s commitment to maintaining a strong capital position, as required under Basel III, contributed to a fall in overall results. Operating income rose 3.7% to EUR 3.06 billion. Total consolidated assets also rose year-on-year to EUR 87.2 billion. The consolidated result represents a year-on-year fall in net income of 22.4% compared to 2009.
Consolidated Net Interest Income fell by 3.2% year-on-year to EUR 1.19 billion; solvency concerns of the European banking sector and more recently concerns over peripheral European sovereign debt has led to the drying up of the interbank market and resulted in significant increases in financing costs. Consolidated Fees and Commissions (Net of Expenses) saw an increase of 13.5% year-on-year to EUR 818.3 million. 2010 saw a dynamic growth in documentary credit and strong increases in guarantees and commissions on loans. Consolidated Capital Markets’ Results totalled EUR 216.9 million by year-end 2010. This demonstrates the capacity of ESFG’s banking subsidiary BES to return resilient and consistent results despite very difficult circumstances, with all capital markets’ business lines reporting profits.
Consolidated Staff Costs and General Administrative Expenses increased by 8.2 % to EUR 1.28 billion from EUR 1.18 billion in 2009. The increase in staff costs resulted from ESFG’s subsidiaries continued international expansion. Staff costs in Portugal remain under control. Costs relating to pension liabilities for the amortisation of actuarial differences are included within staff costs. Overall operating expenses however fell 0.6% in the period reflecting a reduction in loan impairments, net of reversals and recoveries, to EUR 338.8 million. Operating expenses during the period fell by 0.6% year-on-year despite a marked increase in interest costs at ESFG namely due to the Lower Tier II (EUR 400 million) issued in late 2009, with its first coupon paid in late 2010.
Consolidated Banking Income, including market results, rose 3.3% to EUR 2.22 billion (EUR 2.15 billion in 2009) at ESFG during 2010. BES remains the single most important contributor to ESFG’s net income, with all other banking interests contributing positively, though to a lesser degree.
Despite the financial challenges experienced by southern European banks, ESFG’s primary banking investment BES, reported an individual net income of EUR 510.5 million. This represents a fall of only 2.2%, as the Bank continues to pursue its strategic geographical diversification central to long-term profitability. BES’ non-Portuguese commercial banking income represented 48.0% of total income on a recurrent basis. The very positive performance from Angolan (‘BES Angola’) and Brazilian (‘BES Investimento do Brasil’) operations validates the strategic decision by the Group, made ten years ago, to increase its international presence. Spain, the third area within the bank’s strategic triangle also reported positive results in 2010. In 2010, the strategic triangle of South America, Africa and Iberia, made up 67.7% of the international contribution at BES and 27.0% of BES’ overall results.
In November 2010, the investment banking business at Banco Espírito Santo de Investimento S.A. (‘BESI’) announced the completion of its acquisition of a 50.1% stake in Execution Noble. The acquisition reinforces the investment bank’s presence in London as well broadening its reach with offices in Hong Kong and India, gaining greater exposure to rapidly expanding markets.
ESFG’s other banking interests all contributed positively to net income. The French banking operations, Banque Espírito Santo et de la Vénétie (‘BESV’) was able to buffer the negative impacts of low interest rates and high refinancing costs. Banking income grew by 21.8%. In Switzerland, Banque Privée Espírito Santo (‘BPES’), which focuses on private banking, reported a 21.0% growth in brokerage fees, net individual income remained unchanged when compare to a year earlier. ESFG’s Dubai operations, ES Bankers (Dubai) Limited (‘ESBD’), which focuses on both the traditional geographical client distribution of ESFG and also the Indian subcontinent, South Asia and the Gulf Co-operation Countries, reported positive results during the period. At ES Bank (Panama) (‘ESBP’) individual net income rose by 19.0%.
Assets under Management (‘AUM’) at ESFG’s asset management and private banking subsidiaries reached EUR 17.9 million at year-end 2010. Assets under management are predominantly held at ESAF, a subsidiary of BES, with further AUM held at ESFG’s private banking operations at BPES and ESBD.
Insurance operations contributed positively to ESFG’s net income despite the effects of heightened competition and a stagnant market. Floods in Madeira and other storms, which occurred at the beginning of 2010, affected multi-perils’ claims and contributed to an increase in the claims ratio. The expense ratio improved from 31.7% to 30.3% reflecting the ongoing cost reduction programme.
ESFG’s combined Life and Non-Life participations make up a 12.1% market share in Portugal. ESFG is the largest private insurance group in operation in Portugal. On the 23 December, Companhia de Seguros Tranquilidade S.A. announced that it had signed an acquisition agreement with Banco Pastor for the purchase of a 50.0% stake in Pastor Vida. The assurance programme which generates cross-selling opportunities between ESFG’s insurance and banking business remains strong.
Consolidated Insurance Earned Premiums Net of Reinsurance increased by 5.1% to EUR 325.2 million in 2010, despite continuing competitive market pressures. Consolidated Claims Incurred Net of Reinsurance rose 8.1% year-on-year to EUR 238.4 million. ESFG’s combined insurance operations saw a fall in consolidated contribution to net results.
ESFG’s healthcare operator Espírito Santo Saúde (‘ESS’) operating revenues continue to rise, year-on-year revenues rose by 14.9% to EUR 249.8 million. Individual net income remains positive with an EBITDA of 15.6%, up from 15.5% in 2009. Individual net income rose to EUR 1.5 million despite economic pressures in Portugal and the increased cost of funding. Hospital da Luz, the largest private hospital in Portugal and key investment at ESS, saw revenue growth up by 14.0% year-on-year. ESS owns and operates a total of 18 hospitals, out-patient clinics, residential hospitals and senior care residencies. The healthcare operator’s public-private partnership at Hospital Beatriz Ângelo in Loures is expected to enter into service in January 2012.
As of 31 December 2010 ESFG’s capital ratios, reported to the Bank of Portugal under IRB foundation, stood at: Core Tier I of 6.9% (6.9%), and a Tier I of 8.2% (7.7%). ESFG’s total capital ratio remained stable at 10.6% (10.7%). The reference indicators are aligned with the minimum capital requirements under the Bank of Portugal instruction Aviso 06/10. On the 23 July 2010, the committee of European Banking Supervisors (‘CEBS’), in cooperation with the European Central Bank and the Bank of Portugal, announced that ESFG successfully completed the EU-wide Stress Test Exercise. As a result of the assumed shock under the adverse scenario, which included sovereign scenarios, the estimated consolidated Tier I capital ratio at ESFG met the requirements set by the committee.
Ricardo Espírito Santo Silva SalgadoChairman
Appendix to Chairman’s reportDevelopments during 2010:
On 23 December, Companhia de Seguros Tranquilidade S.A. announced it had completed the acquisition from Banco Pastor of a 50.0% stake in Pastor Vida. It was also announced on this dated that BES, through its subsidiary Espírito Santo Gestión, SGIIC, SA (‘ES Gestión’), fully acquired Gespastor SGIIC, S.A. (‘Gespastor’) from Banco Pastor.
On 10 October, BES announced the purchase by its subsidiary BES Africa S.G.P.S. of 25.1% of the share capital of Moza Banco, S.A., a Mozambican bank, founded in June 2008.
On 5 August, Companhia de Seguros Tranquilidade S.A. announced that it had entered into an agreement with Banco Pastor for the purchase of a 50.0% stake in Pastor Vida.
On 5 August, ES Gestión announced the agreement to fully acquire Banco Pastor’s fund manager Gespastor for the sum of EUR 25.75 million. The purchase will include an exclusive commercial agreement for the period of seven years. ES Gestión is a fully owned subsidiary of BES.
On 23 July, the CEBS, in cooperation with the European Central Bank, and the Bank of Portugal, announced that ESFG had successfully completed the EU-wide stress testing exercise.
On 21 July, Fitch Ratings announced the downgrade of ESFG’s long-term debt by one notch to BBB+ (negative outlook) from A-. On the 8 November Fitch Ratings announced a two notch downgrade of ESFG’s senior rating to BBB- (negative outlook) and a one notch downgrade to its short-term rating from F2 to F3. This followed a two notch downgrade of BES which subsequently announced that it would terminate its contract with Fitch as the rating of BBB+ did not reflect the financial soundness of the Bank.
On 14 July, Moody’s Investor Services announced the downgrade of ESFG’s long-term debt rating to Baa1 (negative Outlook) from A3, following the two notch downgrade of Portugal’s rating and subsequent one notch rating downgrade at BES. ESFG’s short-term debt rating was affirmed at P-2.
On 15 April, BES announced the conclusion of the acquisition of 40.0% of Aman Bank in Libya for a total investment of EUR 40.3 million, including management control.
Capital: EUR 3.499 billionEconomic participation: 30.1%Location: Portugal
Banque Espírito Santo et de la Vénétie S.A.
Capital: EUR 75.117 millionEconomic participation: 57.7%Location: France
ES Bank (Panama) S.A.
Capital: USD 30.0 millionEconomic participation: 100.0%Location: Panama
Net individual income at ESFG’s principal banking subsidiary, Banco Espírito Santo (‘BES’), remained robust. Despite the difficult operating environment BES’ net income for 2010 reached EUR 510.5 million, down by 2.2% from 2009, which corresponds to an annualised ROE of 8.6% (ROE of EUR 0.41 versus EUR 0.42 in 2009).
BES is the most international of the Portuguese banks with a presence in four continents and activity in 23 countries. BES is currently the largest publically quoted Portuguese bank by market capitalisation and the second largest ranked by total assets. The Bank’s overall Portuguese market share reached 20.3% in 2010 and 24.2% in corporate banking. BES offers a full range of banking products and financial services, including saving products, deposits, asset management, credit, investment banking and brokerage to approximately 2.1 million clients worldwide.
The Bank’s operations are bases on a number of key segments: (i) Domestic commercial banking; including retail, corporate, institutional and private banking; (ii) International commercial banking; including retail, corporate, institutional and private banking; (iii) Investment banking; including M&A, project finance, acquisition finance, equity and debt capital markets, brokerage and private equity; (iv) Asset management and private banking. (v) Market and strategic Investments; (vi) Corporate business.
Excluding non-recurrent items at BES, net income at the Bank reached EUR 421.4 million, down from EUR 462.1 million in 2009, on a comparable basis, which translates into a reduction in net income of 8.8% year-on-year. The results were achieved amid an unprecedented environment of sovereign risk deterioration in the peripheral Euro Zone countries which impacted directly on debt and capital markets. BES identified four key factors that supported their results: (i) Prudent financial management based on diversification of its funding sources; (ii) The maintenance of strong solvency levels; (iii) Integrated and prudent risk control measures; and (iv) an ongoing programme of internationalisation.
BES maintains its strategy of supporting its domestic and international client base: companies, institutions and individuals. BES’s centre of operations remains in Portugal which makes up 52.0% of its recurrent business. BES operations follow key historical links with Africa and South America, notably Angola and Brazil. The results reflect a sound strategy of internationalisation in the support of Portuguese companies abroad and that has permitted the diversification of the Bank’s revenue sources. Non Portuguese commercial banking income, in 2010, grew by 53.2% year-on-year. BES has set in place an international structure also aimed at providing services to the large communities of Portuguese nationals abroad.
The Bank’s retail business is based on a broad diversification of banking products that target clients’ individual needs. BES has developed innovative value proposals for each retail segment, namely affluent clients (BES 360), small businesses and independent professionals (Small Businesses) and individual retail clients (Mass Market). In order to maintain its high level of client acquisition the Bank remains focused on the ever changing demand for innovative commercial solutions. As a result of this policy, the number of loyal clients at BES has been steadily increased, reaching 619,000 in 2010. A total of 119,000 new clients were acquired in 2010. Clear coordination between the branch network and client acquisition channels, mainly the assurfinance and cross-segment programmes, has led to this impressive achievement.
In the second half of 2010 BES implemented a strict programme of deleveraging its balance sheet and reducing the loan deposit ratio to 120.0% by year end 2012. By year end 2010 BES had lowered its LTD from 198.0% to 165.0%. The deleveraging process is focused on the reduction of international loan portfolios which are, by nature, wholesale funded such as project finance; and increased focus on core deposits growth. The measures taken reflect the focus on conservatively managing liquidity in the event of limited availability of wholesale market funds, whilst containing the use of ECB facilities. BES was able to reduce net ECB facilities by more than EUR 2.0 billion in the second half of 2010, from a net amount of EUR 6.0 billion in June 2010, to EUR 3.9 billion at year end.
Despite the market’s instability and the increased difficulty in access international markets which have generally affected all the Portuguese issuers, BES managed to make the most of the reduced available opportunities that occurred over the first months of the year. BES issued, up until April, a five year Senior Debt issue, to the value of EUR 750 million, a Senior Debt Issue with a maturity of five years, issued by BESI Brazil, to the value of USD 500 million and two exchangeable issues indexed to Banco Bradesco and EDP ordinary shares to the value of USD 950 million and EUR 500 million, respectively. At the end of the year BES Group also issued perpetual bonds to the amount of EUR 320 million that allowed the Bank to bolster its Tier I ratio to 8.8% and a Core Tier I of 7.9%.
The growth in BES’ international operations made strong contributions to ESFG’s net income in 2010, particularly towards net interest income (‘NII’). Non- Portuguese NII rose from 29.0% to 47.0%, a rise of 63.1% year-on-year to EUR 552.8 million compared to a fall in the bank’s domestic NII of 29.1%. In total net interest income at BES reached EUR 1.16 billion from EUR 1.20 billion a year earlier despite a 16 basis point drop to 1.61% in Net Interest Margin. Banking income at BES rose by 2.7%, although Portuguese operations fell by 10.1% year-on-year.
Fees and commissions at BES in 2010 reached EUR 806.9 million, a rise of 12.4% year-on-year. The key drivers were commissions on documentary credit, which increased by 78.9%, foreign trade transactions especially in the emerging markets supported the internationalisation strategy. Commissions on guarantees also rose as did commissions on loans, rising 26.1% and 21.7% respectively. Asset management fees saw a small increase despite an environment that has raised fears in some investors. Capital markets and other results at BES totalled EUR 432.9 million. Equity and FX trading were too key areas which contributed to the strong results. In the fourth quarter of 2010 BES gained from an extraordinary dividend paid by Portugal Telecom.
The 2010 costs relating to the strategy of continued internationalisation saw a 10.8% rise with staff costs rising by 11.0%, general administrative costs also rose but to a lesser degree. BES maintained a prudent provisioning policy throughout the year allocating 43.0% of the gross income to reinforce its provisions.
In January 2011, BES announced the conclusion of its purchase of a 25.1% stake in Moza Bank S.A., initially announced in October 2010. Moza Bank S.A. is a Mozambican bank founded in June 2008. This and other acquisitions by BES África SGPS reinforce the Group’s strategy of supporting its corporate client base, both nationally and internationally. In July 2010, BES inaugurated its fully owned bank in Cabo Verde, BES Cabo Verde. BES Angola has been operating in the Angolan market for almost
10 years and continues to make substantial contributions to BES’ international growth (through its fully owned subsidiary BES África). Net income at BES África grew to EUR 92.6 million (EUR 92.4 million). BES has continued to expand its presence in other regions, such as Libya where in the course of the year, the Bank purchased a 40% participation (and management control) of Aman Bank. The presence in this country is an important connecting platform for the North African countries which represent an increased destination of our exports.
At ESFG’s French banking operations, Banque Espírito Santo et de la Vénétie (‘BESV’) was able to buffer the negative impacts of low interest rates and high refinancing costs through: a positive commercial performance, notably in real estate credit; an increase in credit spreads; and, the commission income which was, in part, generated by new business lines. Banking income grew by 21.8% year-on-year to EUR 42.4 million. Operating costs increased by 16.9% however, the cost to income fell from 56.9% in 2009 to 55.0%. The gross operating income totalled EUR 19.2 million, representing a year-on-year increase of 28.3%. Net individual income reached EUR 8.5 million at year end 2010.
Business activity at the fully owned subsidiary of ESFG, ES Bank (Panama) S.A. (‘ESBP’), remained strong. Individual net income rose by 19.0% to EUR 4.8 million in 2010. ESBP focuses on the provision of financial services with its primary source of activity centred on short term loan operations to non domestic non financial clients.
BES: Activity* (EUR billion) Customer funds Customer loans* Includes asset and liability off balance sheet items
2006 2007 2008 2009 2010
100
80
60
40
20
0
BES: Equity and quasi equity (EUR billion) Sub debt Equity
2006 2007 2008 2009 2010
10
8
6
4
2
0
BES: Total assets (EUR billion) Off balance sheet items* Net assets* Assets and liabilities
Capital: EUR 180.0 millionEconomic participation: 30.1%Location: Portugal, United Kingdom, Spain, Brazil, Poland, United States of America, Hong Kong, India, Mexico
Due to its broad geographical positioning Banco Espírito Santo de Investimento, S.A. (‘BESI’), the fully owned subsidiary of BES, benefited from its presence in Brazil, Angola, Poland and the United States, which helped mitigate the impact of difficulties in Portugal and Spain. In response to market concerns regarding EU peripheral risk BESI focused on: (i) reinforcing its international expansion; (ii) focusing on less capital and liquidity intensive activities namely advisory and intermediation activities; and (iii) increasing its credit portfolio rotation. This approach proved to be successful as Banking Income at the Bank in 2010 reached EUR 258.9 million, an increase of 13.2% when compared to 2009. Commercial Banking Income grew by 30.9% year-on-year, to EUR 230.8 million. Operations outside Portugal accounted for 65.0% of consolidated banking income, a 30.9% increase year-on-year, highlighting the success of the internationalisation strategy. The investment bank’s individual profit rose to EUR 60.0 million in 2010.
The most important milestone of BESI’s international expansion strategy was the acquisition of a 50.1% stake in Execution Noble, a deal announced at the beginning of 2010 which was concluded in November. This acquisition will reinforce the Bank’s presence in London and expand its activity to Hong Kong and India, widening its international distribution capabilities further and increasing its exposure to new faster-growing markets. The Bank also opened in November 2010 a joint representative office with BES in Mexico.
Mergers and Acquisitions – there was an increase in the number and value of completed transactions, underpinned by greater cross-border operations, which accounted for 38.0% of the global market. BESI advised on 42 transactions for an aggregate value of close to EUR 12.5 billion.
Advisory services included (i) Portugal and Brazil: Portugal Telecom Group, on the sale of its 50.0% stake in Brasilcel (EUR 7.5 billion) and on the establishment of a strategic joint venture (still pending conclusion) with the shareholders of the Oi Group (BRL 9.0 billion); (ii) Spain, to Goldman Sachs International Infrastructure Partners, on the acquisition of an 80% stake in Endesa Gas (EV of EUR 800 million), and to the ALPIC Group, on the acquisition of a 400 MW combined cycle power plant from the Gas Natural Group (EV of EUR 200 million); (iii) in Poland, to the Tiltra Group, on the acquisition of a 70.0% stake in Poldim; (iv) in the United States, to the Electricidade Industrial Portuguesa Group (‘E.I.P.’), on the acquisition of J.F. Edwards Construction Company (USD 15 million); and (v) in Portugal and Angola, Mota – Engil Group, on the sale of a 49.0% stake of its subsidiary Mota – Engil Angola (USD 159 million).
Project Finance – BESI acted as Mandated Lead Arranger (‘MLA’) in more than 35 transactions, in 13 countries, and in a wide range of industry sectors, namely transport infrastructure (road, airport and high-speed rail). The Bank advised in public-private partnership projects in the health and education, renewable energies, and oil and gas sectors. In 2010, BESI participated in: (i) Joint Bookrunner on the USD 460.1 million financing for the Nuevo Pemex co-generation station promoted by Pemex (Mexico); (ii) Joint Lead Arranger and Bookrunner on the USD 120 million financing for the construction and operation of two hydro power plants (40 MW) in the Tinguiririca Valley (Chile); (iii) MLA on the EUR 3.87 billion financing to develop the Nordstream project (construction of a pipeline across the Baltic to link Russian gas production to Germany); (iv) MLA and financial advisor on the EUR 1.2 billion financing for the Pinhal Interior road concession, in Portugal; (v) MLA and financial advisor on the EUR 268.8 million financing for the development of the Eje Diagonal road concession, in Spain; (vi) MLA on the PLN 535 million financing to develop the 120 MW Margonin wind farm, in Poland; and (vii) Financial adviser to the consortium of Furnas Centrais Elétricas, Eletrosul, NeoEnergia and Odebrecht, the winner of the auction sale of electricity and construction and operation rights for the Telles Pires dam, in Brazil (1.850 MW generating capacity), representing a total investment of BRL 3.4 billion.
Investment banking
BESI: Banking income by area (%) Portugal International
2008 2009 2010
100
80
60
40
20
0
2008 2009 2010
100
80
60
40
20
0
BESI: Banking income by business (%) Fees and commissions Nll Capital markets
Acquisition Finance – The Bank acted as MLA on the: (i) EUR 480 million financing for Morgan Stanley Infrastructure’s acquisition of Gás Natural’s gas distribution assets in the Madrid region; (ii) EUR 168.5 million financing to Sport TV Portugal; (iii) EUR 1.83 billion Forward Start Facility granted to Abengoa; (iv) BRL 141 million bridging loan for the acquisition of O Dia, a publishing firm, by Empresa Jornalística Econômico (Ongoing Group); (v) EUR 42 million financing for the Multiasistencia Group’s acquisition by Ibersuizas; (vi) PLN 210 million financing for the acquisition of Wydawnictwa Szkolne i Pedagogiczne, a Polish publishing firm, by Advent International; and (vii) USD 15 million of financing for the acquisition of John Edwards Construction Company (United States) by the EIP Group.
Equity Capital Markets – BESI acted, (i) Portugal: as Joint Bookrunner of BES Finance Ltd’s two exchangeable bond issues linked to the value of the common shares of Banco Bradesco (USD 950 million), and EDP (EUR 500 million), two of the largest equity-linked issues of the year; and as Global Coordinator of Reditus’ EUR 10.4 million capital increase; (ii) in Spain: as Sub-underwriter of BBVA’s EUR 5.02 billion capital increase; (iii) and in Brazil: as Co-Manager of Petrobrás’ BRL 120.2 billion capital increase of Banco do Brasil’s BRL 9.8 billion capital increase and Júlio Simões Logística’s BRL 495 million IPO. The Bank acted in its inaugural Polish primary capital market action as Sole Bookrunner of Kredyt Inkaso’s PLN 37.5 million secondary offering and as Co-Manager of the Warsaw Stock Exchange’s PLN 1.2 billion IPO.
Debt Capital Markets –BESI acted as Joint Lead Manager on Banco Espírito Santo’s EUR 750 million deal and as Co-Manager on EDP Finance B.V.’s EUR 1.0 billion issue; the Bank also led the organisation and structuring of a EUR 30 million bond issue by Sonaecom. BESI was joint leader manager on the Public Offer for Subscription of the ‘Benfica SAD 2013 bonds (EUR 40 million), and acted as leader and agent on 16 new Commercial Paper Programmes, for an overall amount of EUR 545 million. In Brazil, the Bank acted as Joint-Lead Manager on six issues for a total amount of EUR 2.2 billion (six times the amount of issues led by the Bank in 2009), and ranked 13th in Brazilian private issues lead managers; the Bank also led the first issue (EUR 750 million) by Telemar, as well as the issues by Bradesco (USD 250 million), Banco Pine (USD 125 million), Banco Fibra (USD 200 million), Banco Bonsucesso (USD 125 million) and BESI Brasil (USD 500 million). BESI also acted as Co-manager on nine other international debt issues, for a total amount of USD 4.95 billion. In the Brazilian domestic market, it acted as Joint-Lead Manager on eight debt issues (totalling BRL 3.85 billion), including debentures by Cemig (BRL 2.7 billion), and was Co-manager of another two issues (total amount of BRL 2.1 billion). The Bank acted as Arranger on a EUR 128 million limited recourse loan to the Odebrecht Group.
Brokerage – BESI maintained its leading position in equity trading on the NYSE Euronext Lisbon, with a market share of 12.4%, and ranked third on the Madrid Stock Exchange, with a market share of 7.9% (7.6% in 2009). In Poland, the bank continued to increase its client base, reinforcing its position having taken a market share close to 2.0% at year-end. In Brazil, the consolidation of new business areas, created in the last two years (DMA and Investment Clubs), allowed BESI to be ranked 30th on the Bovespa with a market share of 0.9%.
Private Equity – The Bank’s activities included: (i) marketing initiatives to launch the 2bCapital fund in the Brazilian market; (ii) divestment from two companies, One Direct (France) and Neumáticos Andrés (Spain); and (iii) expansion of funds under management, through a EUR 10 million capital increase of the FCR PME BES fund. At the end of 2010 Espírito Santo Capital held assets under management totaling EUR 220 million.
Capital: EUR 11.75 millionEconomic participation: 30.1%Location: Portugal
Best – Banco Electrónico de Serviço Total S.A.
Capital: EUR 63.0 millionEconomic participation: 28.9%Location: Portugal
Managed assets are predominantly held at Espírito Santo Activos Financeiros (‘ESAF’) with further managed assets and deposits held at ESFG’s private banking operations at Banque Privée Espírito Santo (‘BPES’) and ES Bankers (Dubai) Limited (‘ESBD’).
ESAF operates within Portugal, Spain, Brazil, Angola, Luxembourg and the United Kingdom. ESAF’s product range covers mutual funds, real estate funds and pension funds, as well as providing discretionary and portfolio management services. Assets under management reached EUR 17.9 billion at year-end 2010, which represents a fall year-on-year of 9.7%. The reduction of managed assets reflects the marked decrease in money market funds in Portugal and Spain which was not compensated by the growth of special investment funds launched in Portugal and the trust fund in Spain.
As part of ESFG’s continued strategy of internationalisation and investments in the asset management business in Spain, BES fully acquired Gespastor SGIIC, a Spanish asset
management company, from Banco Pastor. This acquisition brought an additional EUR 3 billion in managed assets (mutual funds, pension funds and SICAVs) and allowed ESFG’s banking business to gain access to the branch network of Banco Pastor.
In Luxembourg, assets under management remained unchanged. In 2010 BES launched the first Exchange Traded Fund (‘ETF’) on an Iberian index: ESAF NYSE Euronext Iberian ETF. This product provides its private and institutional investors with exposure to the principal Iberian businesses through a single security. In Brazil, as in the previous year, there was a significant growth in assets under management (+43.0%). ESFG’s banking investment BESI has agreements with eleven regulated fund distribution firms. Finally, in Angola, the BES Group launched a pension fund called FP BESA Opções Reforma.
Through 16 Private Banking centres in Portugal, the BES Private Banking business, through BES, serves high net worth clients with a total of EUR 7.9 billion in assets under management in 2010. The Espírito Santo brand, allied with a multi-specialist business model has facilitated the provision of tailor-made solutions in areas such as investment banking, financial advisory services, private equity investment (provided by ES Ventures), discretionary management, and a range of internationally recognised investment funds (ES Rockefeller Global Energy Fund).
In Switzerland, Banque Privée Espírito Santo (‘BPES’), which focuses on private banking, continues to make positive contributions to ESFG’s consolidated results. Overall, individual results were influenced by the devaluation of the EUR and USD versus the CHF and by the weak economic picture in Europe. Despite a seasonal slowdown in 2010 the individual net income reached CHF 6.4 million. Individual banking income for the same period reached CHF 51.5 million. Brokerage fees grew by 21.0% year-on-year, whilst historically low interest rates led to a 35.0% fall in NIM. Net new entries at BPES grew by CHF 106 million in 2010. BPES’s fees related results from securities trading and investments improved thanks to a steady income from commission and service fee activities and the Bank’s efforts to promote resilient sources of revenue.
Asset management and Private banking
ESAF: AuM breakdown per product (%)
2010* Includes discretionary management of institutional, individual and other clients
Managed assets at the Swiss bank increased by 6.0% to EUR 3.8 billion, on the back of positive net inflows, but this positive result was entirely offset by a very significant negative currency impact. When accounted in Swiss Francs, managed assets decreased to CHF 4.7 billion despite a positive net new money inflow; this drop was a consequence of a significant Swiss Franc appreciation of 16.4% against the EUR and 9.8% against the USD.
BPES continued to invest in 2010, on a strategy that deems that general conditions governing the wealth management industry are set to change significantly. As a result, operating expenses increased 3.0% year-on-year due to investments in new markets and the launch of ‘blue water’ initiatives. In 2010 BPES strengthened its investment in its branch in Portugal with the opening of a bureau in Porto. In April 2010 the Bank was granted authorisation by the Polish authorities to open a representative office in Warsaw, which is now operational. BPES is present in Geneva where clients may benefit from banking and advisory services provided by a new team of bankers.
ES Bankers (Dubai) Limited (‘ESBD’) reported that in 2010 its individual Net Income had reached USD 2.1 million (USD 2.8 million in 2009). The Dubai operation provides a diversified range of financial services to its clients in the Middle East, including the Gulf co-operation countries, Africa and the Indian subcontinent, capitalising on opportunities in private banking and wealth management. ESBD reported, however, a decrease in 2010 of its assets under management to USD 1.3 billion from USD 2.6 billion a year earlier.
In 2010, ESBD acquired a total of 145 new accounts, having closed only 19 accounts despite extraordinary market conditions. The diversified client base continues to reinforce the Bank’s position, in the second half of 2010 the bank saw significant withdrawals however these funds were reallocated within the Group.
At Banco Best (‘BEST’), ESFG’s internet banking and on-line trading unit reported an individual net income of EUR 5.8 million, a year-on-year rise of 26.1% on the back of increased fees and commissions on banking and wealth management services as market activity improved. The Portuguese based internet bank, focusing on the provision of services to the affluent market, has seen a 24.0% growth in client business activity in 2010, customer deposits grew by 12.3%. Assets under custody increased to EUR 1.67 billion.
One of BEST’s achievement in 2010 was the launch, in early January, of the Bank’s new website enabling the development of a concept that connects online functionalities with its banking and financial products. On-line securities trading at BEST has significantly improved through the updating of its e-trading platform, which included an innovative Quick Trade tool, together with the offer of the Morningstar ETFs trading platform. BEST continues to increase its cross-selling activities through its broad range of banking products and services together with the development of the partnership with Saxo Bank, to further boost its international business.
Capital: EUR 135.0 millionEconomic participation: 100.0%Location: Portugal
Seguros Logo, S.A.
Capital: EUR 20.0 millionEconomic participation: 100.0%Location: Portugal
T-Vida S.A.
Capital: EUR 210.0 millionEconomic participation: 100.0%Location: Portugal
AdvanceCare – Gestão e Serviços de Saúde S.A.
Capital: EUR 4.5 millionEconomic participation: 51.0%Location: Portugal
Espírito Santo Saúde SGPS S.A.
Capital: EUR 88.5 millionEconomic participation: 30.9% Location: Portugal
ESFG’s Insurance business continues to contribute positively to consolidated results. Tranquilidade reported strong premium growth in all areas with an average growth rate of 6.2% versus a market average of just 0.9%. Most notably was the increase in health premiums which grew by 11.5% year-on-year. With the support of premium increases in motor and workers’ compensation, which rose by 7.0% and 5.0% respectively. Tranquilidade ranked fourth in Non-Life insurance at year-end 2010 with an average market share of 7.8%. Activity at BES Seguros combined with Tranquilidade places ESFG’s insurance interest in second place with a Non-Life market share of 10.1%. The combined market share in the Life business of T-Vida and BES Vida reached 12.8% (T-Vida 1.4% and BES Vida 11.4%). ESFG’s Life and Non-Life business collectively ranks as the
second largest insurance group in Portugal by premiums and the largest private insurance group. The combined market share reached 12.1% in 2010.
Tranquilidade’s net individual income reached EUR 11.6 million, a 26.2% year-on-year increase. However, technical results fell during the period by 23.3% to EUR 51.4 million. Major storms which occurred in early 2010 had a negative impact of EUR 4.9 million on the bottom line. Financial results rose 37.1% year-on-year to EUR 27.9 million and operational costs decreased 5.0% to EUR 69.9 million. Tranquilidade’s market share rose from 7.5% in 2009 to 7.8% at year-end 2010.
In August 2010 Tranquilidade entered into an agreement with Banco Pastor to purchase of a 50.0% stake in Pastor Vida including management control, with the remaining 50.0% stake being held by Banco Pastor. The agreement went into effect in December 2010.
The assurance programme of cross-selling banking products through its agents accounted for 19.0% of new clients at BES and 8.0% of all mortgages. Tranquilidade’s distribution chain is made up of 1,700 points of sale, of which 38 are own branches and 74 franchise shops. The combined ratio at Tranquilidade stood at 104.9%, up from 102.2% a year earlier, due to the increase in its loss ratio. Tranquilidade’s individual solvency ratio reached 573% following a EUR 75.0 million capital increase in 2010 of which EUR 25 million has been paid, as a result of its purchase of a 50.0% stake in Pastor Vida. The expense ratio improved from 31.7% to 30.3%, reflecting the ongoing cost reduction programme which included a 5.0% fall in expenses and 1.6% decrease in personnel costs.
On the 20 September 2010, Fitch affirmed Tranquilidade’s stand alone rating as A- and moved ESFG’s insurance operation from negative outlook to stable. Fitch qualified its decision by stating that it recognised the insurance group’s capital strength which reflected its strong franchise and market position as well as the financial flexibility offered by being part of ESFG. Fitch further acknowledged Tranquilidade’s strategy of organic domestic growth and its moves toward international expansion.
Tranquilidade’s fully owned direct insurance business, Seguros LOGO (‘LOGO’), reported that its client acquisition had reached 115,000 clients and gross written premiums of EUR 20.0 million, a year-on-year increase of 74.8%. LOGO is now the second largest direct channel insurer in Portugal with a market share of 21.9%. Established in 2008, Logo reported a net individual loss of EUR 8.0 million, reflecting an increase in the loss ratio and its impact on the unexpired risk reserve. LOGO is expected to break even by 2013.
T-Vida reported an individual net profit of EUR 5.1 million. Technical results improved 16.7% during the period, reaching EUR 7.3 million and reflecting an increase in the sales of risk products. Gross written premiums grew 49.0% to EUR 56.6 million, with priority given to risk and pension products. Despite difficult trading conditions market results rose 16.6% to EUR 17.6 million from EUR 16.0 million a year earlier.
ESFG’s healthcare operations are conducted through Espírito Santo Saúde (‘ESS’). ESS is a leading private healthcare provider in Portugal. ESS, which celebrated its tenth year of operations in 2010, owns and operates a total of 18 hospitals, out-patient clinics, residential hospitals, senior care residencies as well as participating in the Public-Private Partnerships (‘PPP’) programme.
Year-on-year operating revenues at ESS rose by 14.9% to EUR 249.8 million (from EUR 217.5 million in 2009). Individual net income remains positive with EBITDA at 15.6%, up from 15.5% in 2009. Individual net income rose to EUR 1.5 million despite economic pressures in Portugal and the increased cost of funding. Hospital da Luz, the largest private hospital in Portugal and key investment at ESS, saw revenue growth up by 14.0% year-on-year. Between 2000 and 2010 ESS reported a yearly compounded annual growth rate (‘CAGR’) of 40.0% placing it in the forefront of private medical healthcare provision.
ESS reported that in 2010 there was 20.0% rise in operating revenue at Hospital da Arrábida and Clíria. Capacity doubled at the two sites with Clíria having integrated the Oiã clinic in July 2009. Clínica Parque dos Poetas saw strong year-on-year revenue growth of 43.0%. The ambulatory clinic covers the affluent Lisbon suburbs of Oeiras and Cascais.
ESS: Total revenues evolution 2006 to 2010 (EUR million)
2006 2007 2008 2009 2010
250
200
150
100
50
0
At Hospital Residencial do Mar, the introduction of measures that included significant changes to the pricing mix have led to a 9.0% growth in revenues with the residential hospital reporting positive results in 2010. ESS’ partnership with the Portuguese government at the hospital in Loures is on track. The hospital, currently under construction, is expected to open in January 2012, as planned. ESS expects continued organic expansion of its units and will support ESFG’s strategy for continued international growth and will draw on synergies and cross-selling with other subsidiaries within the Group.
In 2010, ESS took one step closer to achieve its aim of medical excellence and a benchmark in innovation and full participation in the Portuguese healthcare system as highlighted by ESS’s inaugural Public-Private Partnership programme at Loures. The hospital will be the largest medical unit with 424 beds, 1,200 personnel and covers over 63,000m2. ESS continues to develop market leading progress highlighted by the introduction of robotic surgery at its principal private hospital, Hospital da Luz in Lisbon.
AdvanceCare (in partnership with United Health Care), ESFG’s managed care platform for healthcare insurers provides the link between the Company’s insurance and healthcare operation. Advancecare continues to provide positive results. Like for like individual net income however decreased by 35.7% year-on-year from EUR 2.8 million to EUR 1.8 million.
Tranquilidade: ratios (%) 2008 2009 2010* Net of Reinsurance
Solvency margin Expense ratio Claims ratio* Combined ratio
The Luxembourg Stock Exchange, in its Ten Principles of Corporate Governance, recommends that listed companies should publish a Corporate Governance Chapter in its annual report, describing all the relevant events connected with Corporate Governance which took place in the preceding financial year.
Composition of the Board of Directors The current Board of Directors is composed by twenty five directors. Some of the directors represent major shareholders, others are representatives from major subsidiaries and seven are independent. Their present mandate, including those of the directors who form part of the Executive, Audit and Stock Option Committees, started on the 30 May 2008 and will expire in April 2014, when the Annual General Meeting will be held. The mandate of the Executive Committee is of indeterminate duration but will expire on the same date as that of the mandate of the board members.
Board of DirectorsRicardo Espírito Santo Silva Salgado, Chairman José Manuel Pinheiro Espírito Santo Silva, Vice ChairmanAntónio Luís Roquette RicciardiMário Mosqueira do AmaralManuel Fernando Moniz Galvão Espírito Santo SilvaJackson Behr GilbertPatrick Monteiro de BarrosRobert StuderPhilippe GuiralManuel António Ribeiro Serzedelo de AlmeidaJosé Maria Espírito Santo Silva RicciardiPedro Guilherme Beauvillain de Brito e CunhaCarlos Augusto Machado de Almeida FreitasAníbal da Costa Reis OliveiraJuan Villalonga NavarroOthman BenjellounJosé Pedro Torres Garcia Caldeira da Silva Yves Alain Marie MorvanFernando Pedro Braga Pereira CoutinhoAlexandre da Paixão CoelhoJosé Carlos Cardoso CastellaHorácio Lisboa AfonsoBernard BasecqzGherardo Laffineur Petracchini Manuel Guerrero Péman
During 2010, the Board of Directors met five times with a majority of directors present at each of these meetings.
Information on the Directors
Ricardo Espírito Santo Silva SalgadoDate of birth: 25/06/1944; Nationality: Portuguese; First appointed: 28/11/1984; Independent: No.Academic qualifications: Degree in Economics from Instituto Superior de Ciências Económicas e Financeiras of the Universidade Técnica de Lisboa.
Mr. Ricardo Espírito Santo Silva Salgado was appointed to the Board of Directors in 1984, and has served as Chairman since 1991.
Posts in other listed companiesChairman – Banco Espírito Santo de Investimento S.A.Vice Chairman – Board of Directors of Banco Espírito Santo and Chairman of its Executive Committee.Director – Banco Bradesco S.A.
José Manuel Pinheiro Espírito Santo SilvaDate of Birth: 02/05/1945; Nationality: Portuguese; First appointed: 27/03/1987; Independent: No.Academic qualifications: Degree in Economics, specialising in Company Administration and Management, Évora University.
Mr. José Manuel Pinheiro Espírito Santo Silva is Vice Chairman of ESFG.
Posts in other listed companiesDirector – Banco Espírito Santo S.A., Banco Espírito Santo de Investimento S.A.
António Luís Roquette Ricciardi Date of Birth: 06/04/1919; Nationality: Portuguese; First Appointed: 28/11/1984; Independent: No.Academic Qualifications: Degree from Faculdade de Ciências, Lisbon; Degree from Academia Naval, Lisbon, Degree from Escola de Aviação Naval, Lisbon.
Mário Mosqueira do Amaral Date of Birth: 14/11/1932; Nationality: Portuguese; First appointed: 28/11/1984; Independent: No.Academic Qualifications: Degree in Economics from Instituto Superior de Ciências Económicas e Financeiras, Lisbon.
Director – Banque Marocaine du Commerce Exterieur.
Manuel Fernando de Moniz Galvão Espírito Santo Silva Date of Birth: 20/07/1958; Nationality: Portuguese; First Appointed: 08/11/1995; Independent: No.Academic Qualifications: B.A.Business Administration, Richmond College, London International Bankers’ Course at Barclays Bank and Midland Bank, London; Inter Alpha Banking Course, INSEAD, Fontainebleau. Posts in other listed companiesDirector – Banco Espírito Santo.
Jackson Behr Gilbert Date of Birth: 13/09/1932; Nationality: American; First appointed: 12/06/1990; Independent: No.Academic Qualifications: Degree in Law, University of Virginia Law School, USA.
Patrick Monteiro de Barros Date of Birth: 03/02/1945; Nationality: French and Portuguese; First appointed: 24/12/1994; Independent: No. Academic Qualifications: Degree from Ecole Superieure de Commerce et Administration d’Entreprise, Paris.
Robert Studer Date of Birth: 12/11/1938; Nationality: Swiss; First Appointed: 22/10/1999; Independent: Yes.Academic Qualifications: Degree in Business Administration from the Zurich Management Institut.
Philippe Guiral Date of Birth: 18/11/1948; Nationality: French; First appointed: 10/11/2000; Independent: No.Academic Qualifications: Master in Economics, University of Montpellier, I.A.E. (business administration) – MontpellierAdvanced Executive Program, Anderson School at UCLA, Los Angeles
Posts in other listed companiesDirector (non executive) – Banco Espírito Santo de Investimento S.A. Manuel António Ribeiro Serzedelo de Almeida Date of Birth: 05/08/1943; Nationality: Portuguese; First Appointed: 25/05/2001; Independent: No.Academic Qualifications: Degree in mechanical engineering, Instituto Superior Técnico Lisboa; MBA Insead – Fontainebleau.
José Maria Espírito Santo Silva RicciardiDate of Birth: 27/10/1954; Nationality: Portuguese; First appointed: 25/05/2001; Independent: No.Academic Qualifications: Degree in Sciences Economiques Appliquées, Université Catholique de Louvain, Faculté des Sciences Économiques, Sociales et Politiques, Institut d’Administration et de Gestion, Belgium.
Posts in other listed companiesDirector – Banco Espírito Santo de Investimento S.A.Director – Banco Espírito Santo S.A.
Pedro Guilherme Beauvillain de Brito e Cunha Date of Birth: 12/07/1951; Nationality: Portuguese; First appointed: 25/05/2001; Independent: No.Academic Qualifications: Degree in Business Studies from College of Distributive Trades, London.
Carlos Augusto Machado de Almeida Freitas Date of Birth: 19/02/1950; Nationality: Portuguese; First appointed: 25/05/2001; Independent: No.Academic Qualifications: Secondary Education.
Aníbal da Costa Reis OliveiraDate of Birth: 24/09/1935; Nationality: Portuguese; First appointed: 25/05/2001; Independent: No.Academic Qualifications: Course on General Commercial Management, Porto; Degree in Chemical Engineering, Germany.
Juan Villalonga Navarro Date of Birth: 04/08/1953; Nationality: Spanish; First appointed: 25/05/2001; Independent: Yes.
Othman Benjelloun Date of Birth: 01/11/1932; Nationality: Moroccan; First appointed: 31/05/2002; Independent: Yes. Academic Qualifications: Engineer, École Polytechnique de Lausanne, Switzerland.
Posts in other listed companies:Chairman – BMCE Bank.
José Pedro Torres Garcia Caldeira da Silva Date of Birth: 22/02/1959; Nationality: Portuguese; First appointed: 31/05/2002; Independent: No. Academic Qualifications: BA in Economics, Universidade Católica Portuguesa MA Operational Research and Systems Engineering- Universidade Técnica de Lisboa; MBA Insead, Fontainebleau
Member of ESFG’s Executive Committee.
Fernando Pedro Braga Pereira Coutinho Date of Birth: 26/12/1946; Nationality: Portuguese; First appointed: 08/07/2005; Independent: Yes.Academic Qualifications: Degree in Economics, Instituto Superior de Ciências Económicas e Financeiras, Lisbon.
Chairman of ESFG’s Audit Committee.
Yves Alain Marie MorvanDate of Birth: 11/04/1939; Nationality: French; First Appointed: 08/07/2005; Independent: No.Academic Qualifications: Degree in Government Studies, Harvard University; MA in International Affairs from John Hopkins University, USA.
Alexandre da Paixão Coelho Date of Birth: 15/04/1942; Nationality: Portuguese; First appointed: 08/07/2005; Independent: Yes.Academic Qualifications: Degree in Audit Studies, Instituto Superior de Contabilidade e Administração de Lisboa.
Member of ESFG’s Audit Committee.
José Carlos Cardoso Castella Date of Birth: 13/09/1949; Nationality: Portuguese; First appointed: 25/05/2007; Independent: No.Academic Qualifications: MA Business Administration, MA in Finance, ISCEF, Universidade Técnica de Lisboa.
Member of ESFG’s Executive Committee.
Horácio Lisboa Afonso Date of Birth: 05/02/1949; Nationality: Portuguese; First appointed: 21/09/2007; Independent: Yes.Academic Qualifications: Degree in Finance, Instituto Superior de Economia, Universidade Técnica, Lisbon.
Member of ESFG’s Audit Committee.
Bernard Basecqz Date of Birth: 15/10/1945; Nationality: Belgian; First appointed: 30/05/2008; Independent: Yes.Academic Qualifications: Doctor in Law, Université Catholique de Louvain, Belgium; MBA – Finance, Michigan State University, USA.
Gherardo Laffineur PetracchiniDate of Birth: 18/12/1961; Nationality: French and Italian; First appointed: 30/05/2008; Independent: No.Academic Qualifications: Degree in Agricultural Engineering from Ensia – Ecole Nationale Supérieure des Industries Agricoles et Alimentaires, Paris; MBA from ESSEC- International Business School, Paris.
ESFG’s Chief Executive Officer and member of the Executive Committee.
Manuel Guerrero PémanDate of Birth: 27/11/1949; Nationality: Spanish; First appointed: 30/05/2008; Independent: Yes.Academic Qualifications: Degree in Law, Universidad Complutense de Madrid.
Executive CommitteeGherardo Laffineur Petracchini, ChairmanJosé Carlos Cardoso CastellaJosé Pedro Torres Garcia Caldeira da Silva
Summary Curriculum Vitae of each member of the Executive Committee:
Mr. Gherardo Laffineur Petracchini was appointed to the board of directors in 2008.
Mr. Petracchini started his banking career with Crédit Lyonnais in Paris in 1988; He worked for the Société Générale Group from 1989-2008 in France, Spain and Italy namely at Fimat (Futures Brokerage), in Paris and in Madrid where he was General Manager and Managing Director of Fimat Spain from 1992 to 1996 and International Marketing Manager in SG Fimat Asset Management for Latin America and Southern Europe in 1996-1997; in 1998 he moved to Milan where he was Managing Director, Head of Global Banking and Securities Services in SG Milan, between 1998 and 2004; Managing Director, Head of International Development in Fiditalia SpA (Consumer Finance) in 2005 and Managing Director of Locat Rent SpA (Long Term Car Rental), a 50/50 joint venture between SG and Unicredit Groups, until 2008.
He is Conseiller du Commerce Extérieur de la France (French Foreign Trade Advisor) and Academician of the Accademia Angelica Costantiniana of Rome in Italy.
Mr. José Pedro Torres Garcia Caldeira da Silva was appointed to the Board of Directors in 2002. Mr. Caldeira da Silva has been chief executive officer of Banque Privée Espírito Santo since 1998. He is a director of ES Bankers (Dubai) Limited, ESFG International Limited, ES Bank (Panama) Ltd. and of the Association of Foreign Banks in Switzerland. He worked in the corporate finance division of BASF AG in Germany and abroad from 1985 to 1989.
Mr. José Carlos Cardoso Castella has worked for the Espírito Santo group of companies since 1986. He worked at BES from 1976 to 1978.Between 1986 and 2002 he was assistant controller of the group. He is Chairman of: Escopar SGPS S.A., Espírito Santo Industrial (Portugal) SGPS S.A., Gestres- Gestao Estrategica Espírito Santo S.A.,and Suliglor- Imobiliaria do Sul, Lda; director of Control Developments Limited, ES International Overseas, S.A., ES Private Equity Limited, ES Resources Overseas Limited, Enterprises Management Services Limited, ESAT, SA,ESFG International Limited, Espírito Santo Agriculture and Development Limited, Espírito Santo Health & Spa, S.A., Espírito Santo Industrial (BVI) S.A., Espírito Santo Industrial, S.A., Espírito Santo International (BVI), S.A., Espírito Santo Property (BVI), S.A., Espírito Santo Resources (Portugal) S.A., Espírito Santo Services, S.A., Espírito Santo Tourism Limited, GES Finance Limited, S.D. Imoveis, S.A., USHUAIA- Gestao e Trading Internacional Limitada. The Executive Committee met 23 times during the year. All three members were present at 20 of the meetings, with only two members present at 3 of the meetings.
Audit CommitteeFernando Pedro Braga Pereira Coutinho, ChairmanAlexandre da Paixão Coelho Horácio Lisboa Afonso
Their current mandate expires on the date of the AGM in 2014 to coincide with that of the others directors.
The Audit Committee met 5 times in 2010. All three members were present at the meetings.
Stock Option CommitteeThe Stock Option Committee is composed of three directors: Jackson Behr Gilbert Robert Studer and Bernard Basecqz.
The Stock Option Committee meets whenever a request for the exercise of an option is received and the primary function of the Committee is to ensure that the rules put down in the Stock Option Plan are complied with. The Committee met twice in 2010. A total of 260,000 were exercised during the year.
Nomination CommitteeThe Board of Directors assessed the need to establish a nomination committee to assist in the selection of directors. They did not consider it necessary, given the specific logic prevailing in the composition of ESFG’s Board of Directors, where representatives from major shareholders and major subsidiaries are represented together with a sufficient number of independents.
Remuneration CommitteeThe Board of Directors recognizes that nearly all of its members are active directors in ESFG’s subsidiaries or in other Espírito Santo group companies. The Board of Directors further recognizes that these board members are remunerated at these operating levels and it therefore determined that the establishment of a remuneration committee at ESFG level was not necessary. In 2010 ESFG attributed EUR 2,325,166 to remuneration. The remuneration of the Directors is approved by the general meeting of shareholders.
Internal ControlDuring 2010, the three functions Compliance, Risk and Internal Audit which integrate the Internal Control System have continued to monitor these functions at the level of the ESFG group of companies:
Compliance Supervision of the legal obligations and regulatory duties continued during the year under review and work continued on the writing of manuals covering 24 ESFG group of companies. Risk ESFG has continued to ensure that the risk management system is efficiently and consistently implemented at the level of ESFG and its subsidiaries. During 2010 ESFG progressed in its compliance with Basel II requirements through the gradual implementation of Internal Rated-Base (IRB) Foundation Methodology for Credit Risk and Standard Methodology for Operational Risk. During the year under review ESFG completed Stress Tests as at 30/06/10 and ICAAP (Capital Assessment Adequacy Process), Market Discipline and Annual Internal Control reports as at 31/12/09.
Internal AuditIt has continued to supervise the adequacy of the internal control system.
ESFG price evolution January to December 2010 SX7P index -13.44% ESF PL equity -7.28% PS120 index -11.79%
Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Oct 10 Nov 10 Dec 10
S&P downgrades
Portugal from A+ to A- along
with five Portuguese
banks
Moody’sdowngrades
Portugal fromAa2 to A1
Fitchdowngrades
four Portuguesebonds
Fitchdowngrades
Portugal fromAA to AA-
FY09 results AGM: 2009 Dividend EUR 0.35
H110 results
9M10 resultsQ110 results
Moody’s downgrades eight Portuguese banks
Fitchdowngrades
Portugal fromAA- to A+
EUR 14.00EUR 15.10
Shares, Capital and Shareholder StructureESFG’s authorised capital is EUR 2 billion, represented by 200,000,000 shares with the nominal value of EUR 10 each. 77,854,916 shares have been issued, subscribed and fully paid, representing an issued capital of EUR 778,549,160.
As at 31 December 2010 the main shareholders of ESFG were:
Number of shares %Espírito Santo International S.A. 24,812,293 31.87 Espírito Santo Irmãos SGPS S.A. 7,493,911 9.63Total 32,306,204 41.50
ESFG has its shares and other securities listed and admitted for trading on the Luxembourg Stock Exchange (primary listing), the London Stock Exchange and NYSE Euronext Lisbon, as well as being admitted to the official list maintained by the UK Listing Authority and to trading on the London Stock Exchange’s regulated market (secondary listings).
Performance of ESFG SharesThe sovereign debt crisis in 2010 primarily brought about by a marked imbalance in Greece’s public accounts and the noticeable difficulties faced by Ireland’s financial sector, severely affected Portugal’s public accounts, and impacted negatively on the respective countries’ equity indices. The shock to the Portuguese financial system following downgrades by rating agencies, notably a two notch downgrade on the Republic of Portugal in April 2010 by Standard & Poor’s, lead to an increase in risk aversion by investors. The resulting move caused a clear divergence between core Europe and its peripheral members.
The DAX rose by 16.1%, whilst the IBEX, PSI20 and PSI Financials fell by 17.4%, 10.3% and 29.9% respectively. The Stoxx 600 Banks index, the index that tracks the 53 leading European banks, dropped by 11.6%. ESFG’s share price decreased by 5.7% by year-end 2010 to EUR 14.00 (ESFG’s shares are predominantly traded on the Lisbon NYSE Euronext exchange) with a market capitalisation of EUR 1.1 billion. In May 2010 ESFG paid EUR 0.35 per share in dividend to shareholders.
The Board of Directors of Espírito Santo Financial Group S.A. (‘ESFG’) is responsible for preparing the consolidated financial statements as at and for the year ended 31 December 2010 in accordance with International Financial Reporting Standards as adopted by the European Union as well as with the European Transparency Directive (2004/109/EC).
The Board of Directors reviewed the consolidated financial statements on 22 March 2011 and authorized their issue.
The Board of Directors of ESFG declares that:
I. the consolidated financial statements of Espírito Santo Financial Group S.A. (‘ESFG Group’), for the years ended 31 December 2009 and 31 December 2010, were prepared under the International Financial Reporting Standards (‘IFRS’), as adopted by the European Union;
II. to the best of their knowledge, the financial statements referred to in point (I) reflect a true and appropriate situation of the assets, liabilities, capital and results of ESFG, in accordance with IFRS as adopted by the European Union;
III. the management report reflects adequately the business development, performance and financial position of ESFG Group during 2010 and contains a description of the main risks and uncertainties that the Group faces.
Luxembourg, 22 March 2011
Board of Directors
Ricardo Espírito Santo Silva SalgadoChairman
José Manuel Pinheiro Espírito Santo SilvaVice-Chairman
Declaration by the Board of Directors on Responsibility for the Information
José Manuel Pinheiro Espírito Santo SilvaVice-Chairman
António Luís Roquette RicciardiMário Mosqueira do AmaralManuel Fernando Moniz Galvão Espírito Santo SilvaJackson Behr GilbertPatrick Monteiro de BarrosRobert StuderPhilippe GuiralManuel António Ribeiro Serzedelo de AlmeidaJosé Maria Espírito Santo Silva RicciardiPedro Guilherme Beauvillain de Brito e CunhaCarlos Augusto Machado de Almeida FreitasAníbal da Costa Reis OliveiraJuan Villalonga NavarroOthman BenjellounJosé Pedro Torres Garcia Caldeira da SilvaFernando Pedro Braga Pereira CoutinhoYves Alain Marie MorvanAlexandre da Paixão CoelhoHorácio Lisboa AfonsoJosé Carlos Cardoso CastellaBernard BasecqzManuel Guerrero Péman
Annex – Adoption of the Financial Stability Forum (‘FSF’) and Committee of European Banking Supervisors (‘CEBS’) Recommendations concerning the Transparency of Information and the Valuation of Assets
(Banco of Portugal’s Circular Letter no. 97/2008/DSB, of 3 December.)
I. Business Model1. Description of the Business ModelA description of the ESFG Group’s Business Model is provided on page 4 of the 2010 Annual Report.
2. Strategies and ObjectivesA description of the ESFG Group’s strategy and objectives is provided in the page 4 of the 2010 Annual Report.
3., 4. and 5. Activities developed and contribution to the businessPages 17 to 27 of the 2010 Report and Accounts and Note no. 4 (1) contain detailed information about the activity and contribution to the business.
II. Risk and risk management6. and 7. Description and Nature of the Risks IncurredNote 51 contains diverse information that in total allows the market to gain knowledge about the risks incurred by the ESFG Group and the 2010 management mechanisms for their monitoring and control.
III. Impact of the period of financial turmoil on the results8.,9. 10 and 11. Qualitative and quantitative description of the results and comparison of impacts between periods.During 2009 there were no turbulent facts that could be considered to have a relevant material impact on the result of the period. In 2010 there was an increase in sovereign risk that led to a substantial rise in risk premia, which had the following impacts: determination of EUR 117 million losses on credit instrument; recognition of EUR 79 million negative fair value for debt instruments (EUR 24 million net of non-controlling interest) and an increase in the cost of funding, where a 16 bp differential between the interest rate on customer funds ant the interest rate on customer loans had a negative impact of ca. EUR 110 million on net interest income. Despite these impacts, the Group maintained its capacity to generate profits through an active management of the financial instruments in trading, fair value and available for sale portfolios.
12. Decomposition of realised and non realised write-downs The profit and loss on assets and liabilities held for trading and of assets at fair value and assets available for sale are detailed by financial instruments in Notes 7 and 8. Non- realized gains and losses on assets available for sale are detailed in Note 23 and 24, while the most significant positions are broken down in Note 23.
13. Financial turmoil and the price of the ESFG shareThe Corporate Governance section of the 2010 Annual Report presents the ESFG share price performance.
14. Maximum loss riskNote 51 contains the relevant information about potential losses in market stress situations.
15. Debt issued by the Group and resultsNote 50 contains information on the impact of debt revaluation and the methods used to calculate their impact on the results.
IV. Level and type of exposures affected by the period of turmoil16. Nominal and fair value of exposures
17. Credit risk mitigators
18. Information about the Group’s exposuresDuring 2009 there were no turbulent facts that could be considered to have a relevant material impact on the result of the period. In 2010 the turmoil was essentially due to the deterioration of sovereign risk of peripheral Euro Area countries. At the end of 2010 ESFG Group’s total exposure to these countries’ public debt was EUR 2,287 million, of which EUR 1,957 million to Portugal, EUR 309 million to Greece (repaid on 14 January 2011), EUR 21 million to Spain and EUR 0 to Ireland. The associated negative fair value reserve amounted to EUR 27 million.
19. Movement in exposures between periodsNote 51 contains diverse information comparing the exposures and results in 2009 and 2010. The disclosed information is considered sufficient, given the detail and quantitative information presented.
20. Non-consolidated exposuresAll the operations related securitisation structures originated by the Group are presented in Note 49. None of the Special Purpose Entities ( ‘SPEs’ ) were consolidated due to the market turbulence. None of the SPEs were consolidated due to the market turbulence.
21. Exposure to monolines insurers and quality of the assets insuredThe Group does not have exposures to monoline insurers.
V. Accounting policies and valuation methods22. Structured ProductsThese situations are described in Note 2 – Main accounting policies.
23. Special Purpose Entities (‘SPEs’) and consolidationDisclosure available in Notes 2 and 49.
24. and 25. Fair value of financial instrumentsNotes 2 and 50 contains the conditions for utilisation of the fair value option as well as the methodology used to value the financial instruments.
VI. Other relevant aspects of disclosure26. Description of the disclosure policies and principlesThe ESFG Group, within the context of accounting and financial information disclosure, aims to satisfy all the regulatory requirements, defined by the accounting standards or by the supervisory and regulatory entities.
At the same time, the Group aims to meet the best market practice in information disclosure, balancing the cost of preparing the relevant information with the benefit that it may provide to the users.
From the information made available to the ESFG’s shareholders, clients, employees, supervisory entities and the public in general, ESFG highlights the 2009 Annual Report, the Financial Statements and the respective Notes.
The financial statements are prepared under IFRS that comply with the highest degree of disclosure and transparency and facilitate comparison to other domestic and international banks.
In addition, ESFG establishes regular contacts with the shareholders, mainly when releasing quarterly results and during the roadshows. Whenever necessary, ESFG promptly releases relevant facts, in addition to the news flow through the media.
ES Bankers (Dubai) LimitedGate Village Building 1, 1st. Floor, Unit 7Dubai International Financial CentreP.O. Box 506627DubaiUAET: +971 4 709 0000F: +971 4 323 0200
Espírito Santo Plc Office127, 77 Sir John Roggerson’s Quay,Dublin 2IrelandT: +353 1 640 1991F: +353 1 640 1992
Libya
Aman Bank for Commerce and Investment PO Box 91271TripoliLibyaT: +218 021 335 0216F: +218 021 335 0386
Macao
Banco Espírito Santo do Oriente S.A.Av. Dr. Mário Soares 323Edifício Banco da China, 28th Floor Unit E and FMacauT: +853 28 785222F: +853 28 785228
Mozambique
Moza Banco, S.A.Av. Kwame NkrumahC. Postal 1012MaputoMoçambique
Panama
ES Bank (Panama) S.A.Edificio World Trade Center Piso 19, Oficina 1902Calle 53, MarbellaApartado No. 0834-0847 PanamáRepública de PanamáT: +507 265 3174F: +507 265 8142
Company SecretaryTeresa de SouzaEspírito Santo Financial Group S.A.10 Paternoster SquareLondon EC4M 7ALT: +44 203 429 2100F: +44 203 429 2103email: [email protected]
Para mais informação sobre ESFG, consultewww.esfg.com
For further information about the Companyvisit www.esfg.com
Sítios de outras companhias do Grupo na internet:Websites of other Group companies:www.bancobest.ptwww.bes.eswww.bes.ptwww.besa.aowww.bescv.cvwww.besdosacores.ptwww.besinvestimento.com.brwww.bessecurities.com.brwww.besv.frwww.esaf.ptwww.esbankersdubai.comwww.esbf.comwww.escapital.ptwww.esinvestment.comwww.espensiones.comwww.espiritosanto.comwww.essaude.ptwww.es-ventures.comwww.europassistance.ptwww.logo.ptwww.naucapital.comwww.tranquilidade.pt
Statement of changes in Consolidated Equity for the years ended 31 December 2010 and 2009 . . . . . . . . F-5
Consolidated Cash Flow Statement for the years ended 31 December 2010 and 2009. . . . . . . . . . . . . . . . F-6
Notes to the Consolidated Financial Statements as at 31 December 2010 and 2009 . . . . . . . . . . . . . . . . . F-7
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
To the Shareholdersof Espírito Santo Financial Group S.A.21/25 Allée SchefferL-2520 Luxembourg
Report on the consolidated financial statementsWe have audited the accompanying consolidated financial statements of Espírito Santo Financial Group S.A.,which comprise the consolidated statement of financial position as at December 31, 2010 and the consolidatedstatement of comprehensive income, consolidated statement of changes in equity and consolidated cash flowstatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.
Board of Director’s responsibility for the consolidated financial statementsThe Board of Directors is responsible for the preparation and fair presentation of these consolidated financialstatements in accordance with International Financial Reporting Standards as adopted by the European Union, andfor such internal control as the Board of Directors determines is necessary to enable the preparation of consolidatedfinancial statements that are free from material misstatement, whether due to fraud or error.
Responsibility of the Réviseur d’Entreprises agrééOur responsibility is to express an opinion on these consolidated financial statements based on our audit. Weconducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by theCommission de Surveillance du Secteur Financier. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the judgement of the Réviseur d’Entreprisesagréé, including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error. In making those risk assessments, the Réviseur d’Entreprises agréé considers internalcontrol relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well asevaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.
OpinionIn our opinion, the consolidated financial statements give a true and fair view of the consolidated financial positionof Espírito Santo Financial Group S.A. as of December 31, 2010, and of its consolidated financial performance andits consolidated cash flows for the year then ended in accordance with International Financial Reporting Standardsas adopted by the European Union.
Report on other legal and regulatory requirementsThe consolidated management report, which is the responsibility of the Board of Directors, is consistent with theconsolidated financial statements.
Luxembourg, April 7, 2011 KPMG Audit S.à r.l.
Cabinet de révision agréé
S. Chambourdon
F-1
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ESPÍRITO SANTO FINANCIAL GROUP SA
CONSOLIDATED INCOME STATEMENTFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009
(a) Corresponds to a dividend per share of euro 0.30 and euro 0.35 as at 31 December 2009 and 31 December 2010 respectively, distributed to the ordinaryshares outstanding.
(b) Corresponds to a preferred dividend paid by BES Finance calculated based on an annual rate of 5.58% on the nominal amount of the preference sharesoutstanding and to the preferred dividend paid by ESFG International calculated based on an annual rate of 5.753% on the nominal amount of the preferenceshares outstanding (see Note 44).
The following notes form an integral part of these consolidated financial statements.
F-5
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ESPÍRITO SANTO FINANCIAL GROUP SA
CONSOLIDATED CASH FLOW STATEMENTFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009
The following notes form an integral part of these consolidated financial statements.
F-6
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009
(Amounts expressed in thousands of euro, except when indicated)
NOTE 1 — ACTIVITY AND GROUP STRUCTURE
Espírito Santo Financial Group S.A. (ESFG or Group) is a limited liability company headquartered inLuxembourg, incorporated under Luxembourg law on 28 November 1984, and is the holding company of thebanking and financial activities of the Espírito Santo Group located in Portugal, Europe and around the world. Themain shareholder of ESFG, Espírito Santo International S.A. (ESI), is a limited liability company headquartered inLuxembourg, and is the holding company of the Espírito Santo Group interests. Most of the non financial activitiesof ESI, including real estate, hotels and other activities are managed by Rio Forte Investments SA, a companyheadquartered in Luxembourg.
Through its subsidiaries, the Group (ESFG and its subsidiaries) engages in a broad range of financial activitiesprimarily through Banco Espírito Santo, S.A. and its insurance companies: Companhia de Seguros Tranquilidade,S.A. and T-Vida, Companhia de Seguros, S.A. Its operations abroad complement its Portuguese activities.
ESFG is listed on the Luxembourg, London and Lisbon Stock Exchanges.
The following table describes the main activity of each of the Group’s subsidiaries and associates as at31 December 2010 and 31 December 2009.
Subsidiaries
Activity LocationVotinginterest
Economicinterest
Votinginterest
Economicinterest
31.12.2010 31.12.2009
Advancecare — Gestao de Serviços de Saúde, S.A. . . . Managed care Portugal 51.0% 51.0% 51.0% 51.0%Aman Bank for Commerce and Investment Stock
(a) Although the Group’s voting interest is less than 50%, these companies are fully consolidated, as the Group controls its activities.
(b) Although the Group’s voting interest is more than 50%, these companies’ activities are not controlled by the Group, but the Group exercises asignificant influence over them.
(c) Although the Group’s voting interest is less than 20%, the Group exercises a significant influence over these companies.
Applying SIC 12 as described in Note 2.2, the Group consolidation scope includes, as at 31 December 2010and 2009, the following special purposes entities:
Established Headquartered Activity% Economic
interestConsolidation
method
ATAR Investments, Ltd . . . . . . . . . . . 2001 Jersey Special Purpose Entity 50.20% Full consolidationELAN, Ltd . . . . . . . . . . . . . . . . . . . 2003 Jersey Special Purpose Entity 100% Full consolidationSB Finance, Ltd . . . . . . . . . . . . . . . . 2001 Cayman Islands Special Purpose Entity 100% Full consolidationSIGNUM, Ltd 05/14/12 . . . . . . . . . . . 2001 Cayman Islands Special Purpose Entity 54.80% Full consolidationSIGNUM, Ltd 05/21/12 . . . . . . . . . . . 2001 Cayman Islands Special Purpose Entity 63.96% Full consolidationARLO II, Ltd . . . . . . . . . . . . . . . . . 2003 Cayman Islands Special Purpose Entity 100% Full consolidationNAVIO 0 05/10/11 HERZOG . . . . . . . 2001 Jersey Special Purpose Entity 100% Full consolidationNAVIO 0 05/10/11 KHAN . . . . . . . . . 2001 Jersey Special Purpose Entity 100% Full consolidationNAVIO 0 05/10/11 ITAMI . . . . . . . . . 2001 Jersey Special Purpose Entity 99.93% Full consolidationLusitano SME No. 1 plc(*) . . . . . . . . . 2006 Ireland Special Purpose Entity 100% Full consolidationLusitano Mortgages No. 6 plc(*) . . . . . 2007 Ireland Special Purpose Entity 100% Full consolidationLusitano Project Finance No. 1 plc(*) . . 2007 Ireland Special Purpose Entity 100% Full consolidationLusitano Mortgages No. 7 plc(*) . . . . . 2008 Ireland Special Purpose Entity 100% Full consolidationFimoges — Sociedade Gestora de
Fundos de InvestimentoImobiliário S.A. . . . . . . . . . . . . . . 2008 Portugal Special Purpose Entity 99.10% Full consolidation
Lusitano Leverage Finance No. 1 BV(*) . . 2010 Portugal Special Purpose Entity 100% Full consolidationLusitano SME No. 2(*) . . . . . . . . . . . 2010 Netherland Special Purpose Entity 100% Full consolidation
(*) Entities set-up in the scope of securitisation transactions (See Note 42).
F-11
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The main changes in the Group structure that occurred during 2010 are highlighted as follows:
— Subsidiaries
• In April 2010, the Group acquired 40% of Aman Bank for Commerce and Investment Stock Company(Aman Bank), a privately owned Bank in Libya with its registered office in Tripoli, representing a totalinvestment of euro 40.3 million. This entity is fully consolidated, as the Group has management control ofAman Bank (see Note 52);
• In June 2010, Banco Espírito Santo Cabo Verde was incorporated with a share capital of euro 13 million, ofwhich 99.99% is held by BES África;
• In November 2010, BESI acquired a 50.1% indirect participation in Execution Holdings Limited for euro58.2 million. The Group has effective management control over this entity and therefore fully consolidatesit the date of acquisition (see Note 52);
• In November the Group sold the participation it had in Kutaya and generated a realised loss of euro0.1 million;
• In December 2010, the spanish subsidiary of BES, ESAF-Espírito Santo Activos Financieros, finalized theacquisition of the total share capital of Gespastor SGIIC, an asset management company from BancoPastor (Spain), through Espírito Santo Gestion, SGIIC. This entity is fully consolidated since the date ofacquisition (see Note 52);
• In December 2010 Tranquilidade finalized the acquisition from Banco Pastor (Spain) of 50% of PastorVida S.A, de Seguros y Reaseguros in Spain. The Group has effective management control of Pastor Vidaand therefore fully consolidated it from the date of acquisition (see Note 52);
• During 2010, the Group acquired an additional 0.82% of the share capital of BES. The impact of thisacquisition are analysed in Note 52.
— Associates (see Note 31)
• In March 2010, following the bankruptcy process of Qimonda, the Group acquired 41.06% of Nanium, SA;
• In March 2010 ES Concessoes acquired 50% of Auvisa — Autovia de los Viñedos share capital;
• In June 2010, with the acquisition of an additional 8.41% of UNICRE — Instituiçao Financeira de Crédito,S.A., the Group increased its shareholding to 17.50%. Due to the significant influence that the Group nowholds in relation to its management, this entity has been classified as an associate. At the date of the firstapplication of the equity method, a gain of euro 7 437 thousand has been recognised, related to therevaluation of the participation previously held, in accordance with the accounting policy described inNote 2.2 (euro 2 213 thousand net of non-controlling interest);
• In June 2010, further to a change in the shareholder’s structure of AQUASPY Group Pty Limited, theGroup ceased to have a significant influence in the management of this entity, and consequently excludedthis entity from the scope of consolidation;
• In July 2010, ES Concessoes acquired 22.38% of Scutvias — Autoestradas de Beira Interior, SA and ofPortvias — Portagem de Vias, SA, for respectively, euro 50.7 million and euro 11 million. Those entitiesare included in the scope of consolidation of the Group;
• In July 2010, the Group sold the participation held in Neumáticos Andrés Investments, SA, generating arealized gain of euro 3 559 thousand (euro 1 072 thousand net of non-controlling interest);
• In December 2010, BESI acquired 23.7% of the share capital of Salgar Invesments for euro 5.3 million,thus increasing its participation to 47.28%;
• In December 2010, ES Concessoes acquired 40% of Ascendi Group SGPS, SA, through the contribution inkind of shares of Ascendi Beira Litoral e Alta, Ascendi Grande Porto, Ascendi Costa de Prata and Aenor
F-12
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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for a total of euro 163.3 million and recognized a goodwill of euro 42 964 thousand. Within this operation,the ES Concessoes sold the participation it had in Ascendi SGPS, SA.
The main changes in the Group structure that occurred during 2009 are highlighted as follows:
— Subsidiary companies
• In January 2009, the company BESAACTIF Pensoes — Sociedade Gestora de Fundos de Pensoes, S.A.,was incorporated and is held jointly by ESAF (35%) and BES Angola (62%);
• In January 2009, ESFG sold 5% of its holding in ES Bankers (Dubai) Ltd.;
• In February 2009, the companies BES REFRAN Investimentos and BES REFRAN Consultoria wereacquired by BES Investimento Brasil;
• In March 2009, the Group liquidated Morumbi Capital Fund;
• In April and June 2009, the funds FCR — ES Ventures III and FCR — BES PME Capital Growth wereincorporated and were included in the scope of consolidation of the Group;
• In April 2009, BES increased its share capital by euro 1 200 million through the issuance of 666 666 666new shares with a nominal value of euro 1 each, and a subscription price of euro 1.80. As a result of thiscapital increase BES share capital is currently represented by 1 166 666 666 ordinary shares with a facevalue of euro 3 each. ESFG subscribed the share capital increase in order to maintain the same level ofcontrol as prior to the capital increase;
• In June 2009 ESFG Overseas was liquidated;
• In July 2009, BES Vénétie acquired 95 % of Marignan Gestion SA and 100% of Marignan Courtage SA;
• In July 2009 Cliria acquired 100% of Oia, which was subsequently merged;
• In August 2009, the company Avistar SGPS; SA was incorporated and 100% of its share capital is held byBES;
• In September 2009, Espírito Santo Data, SGPS, SA was liquidated;
• In November 2009, Espírito Santo Financial Consultants, SA was liquidated;
• In November 2009, BES África, SGPS, SA, was incorporated and is fully owned by BES;
• In December 2009, ESFG sold 25% of BEST to Saxo Bank SA. After this operation the Group holds 75%of the voting interest in BEST;
• In December 2009, BES sold 24% of BES Angola to Portmill — Investimentos e Telecomuinicaçoes, aninstutitional Angolan investor, for USD 375 millions. After this transaction the Group holds 51.94% of thevoting interest in BES Angola.
— Associates (see Note 32)
• In January 2009, BES acquired 7.33% of the share capital of Synergy Industry and Technology, S.A, thusincreasing its participation to 26%;
• In February 2009, ES Tech Ventures. SGPS, S.A. acquired 20% of Nutrigreen SA, participation which wassold in July 2009 to the Fund FCR-ES Venture III;
• In May 2009, the Fund FCR Ventures II acquired 10.58% of the share capital of YDreams — Informática,SA, thus increasing its participation to 26.08%;
• In May 2009, the Fund FCR Ventures II acquired 10.45% of the share capital of Aquaspy Group PtyLimited, thus increasing its participation to 26.25%;
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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• In May 2009, the Fund FCR PME BES acquired 49.05% of the share capital of Mobile World —Comunicaçoes, SA;
• In July 2009, the Fund FCR-ES Venture III acquired 32% of the share capital of Advance Ciclone Systems,SA;
• In August 2009, ES Concessoes and BESI acquired, respectively, 22.38% and 2.6% of the share capital ofEmpark — Aparcamientos y Servicios, SA;
• In September 2009, Fund FCR — ES Venture II subscribed to the capital increase of Outsystems, SA, andconsequently increased their percentage into the share capital of Outsystems SA to 17.6%;
• In October 2009, Fundo FCR PME/BES acquired 49% of MMCI — Multimédia, SA;
• In October 2009, Decomed, SGPS, SA was liquidated;
• In November 2009, BES acquired an additional 5% of the share capital of Locarent. After this transactionBES now holds 50% of Locarent;
• In November 2009, the Fund FCR PME BES acquired 49.5% of the share capital of Cortinovador, SA;
• In December 2009, the Fund FCR PME BES acquired 33.30% of the share capital of Nova Figfort —Têxteis, Lda, for an amount of euro 1;
• In December 2009, Banco Delle Tre Venezie, Spa, held for 20% by BES, is included in the scope ofconsolidation of the Group under the equity method.
F-14
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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During the years 2010 and 2009, the movements on acquisitions, disposals and other investments insubsidiaries and associated companies are as follows:
(a) capital increase(b) fund liquidated in March 2009(c) Liquidated in September 2009(d) Liquidated in November 2009(e) Sale of 24% in December 2009(f) Sale of 5% in January 2009(e) Sale of 25% in December 2009
F-16
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
2.1. Basis of preparation and statement of compliance
In accordance with Regulation (EC) no. 1606/2002 of 19 July 2002 from the European Council andParliament, Espírito Santo Financial Group S.A. (“ESFG” or “the Company”) is required to prepare its consolidatedfinancial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by theEuropean Union (“EU”).
IFRS comprise accounting standards issued by the International Accounting Standards Board (“IASB”) and itspredecessor body as well as interpretations issued by the International Financial Reporting InterpretationsCommittee (“IFRIC”) and its predecessor body.
These consolidated financial statements as at and for the year ended 31 December 2010 were prepared inaccordance with the IFRS effective and adopted by the EU until 31 December 2010. The accounting policiesapplied by the Group in the preparation of its consolidated financial statements as at 31 December 2010 areconsistent with the ones used in the preparation of the consolidated financial statements as at and for the year ended31 December 2009.
However, as described in Note 53, in the preparation of the consolidated financial statements as at 31 December2010, the Group adopted the accounting standards issued by the IASB and the interpretations issued by the IFRICeffective since 1 January 2010. The accounting principles used by the Group in the preparation of these consolidatedfinancial statements, described in this Note, were modified accordingly. The adoption of these new standards andinterpretations by the Group had no material impact in the Group consolidated financial statements.
The accounting standards and interpretations recently issued but not yet effective and that the Group has notyet adopted in the preparation of its financial statements can be analysed in Note 53.
These consolidated financial statements are expressed in thousands of euro, except when indicated, and havebeen prepared under the historical cost convention, except for the assets and liabilities accounted at fair value,namely, derivative contracts, financial assets and financial liabilities at fair value through profit or loss,available-for-sale financial assets, investment properties and recognised assets and liabilities that are hedged,in a fair value hedge, in respect of the risk that is being hedged.
The preparation of financial statements in conformity with IFRS requires the application of judgment and theuse of estimates and assumptions by management that affects the process of applying the Group’s accountingpolicies and the reported amounts of income, expenses, assets and liabilities. Actual results in the future may differfrom those reported. The areas involving a higher degree of judgement or complexity, or areas where assumptionsand estimates are significant to the consolidated financial statements are disclosed in Note 3.
These consolidated financial statements were approved in the Board of Directors meeting held on 22 March2011. These financial statements are subject to the shareholders approval on the General Assembly, to be held on29 April 2011.
2.2. Basis of consolidation
These consolidated financial statements comprise the financial statements of Espírito Santo Financial GroupS.A. and its subsidiaries (“the Group”), and the results attributable to the Group from its associates.
These accounting policies have been consistently applied by the Group companies, during all the periodscovered by the consolidated financial statements.
Subsidiaries
Subsidiaries are entities over which the Group exercises control. Control is presumed to exist when the Groupowns more than one half of the voting rights. Additionally, control also exists when the Group has the power,directly or indirectly, to govern the financial and operating policies of the entity, so as to obtain benefits from itsactivities, even if its shareholding is less than 50%. Subsidiaries are fully consolidated from the date on whichcontrol is transferred to the Group until the date that control ceases.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Until 31 December 2009, when accumulated losses of a subsidiary attributable to non-controlling interestsexceeded the equity of the subsidiary attributable to the non-controlling interests, the excess was attributed to theGroup and was taken to the income statement when incurred. The profits obtained subsequently were recognised bythe Group until the losses attributed to the non-controlling interest, previously recognised, were recovered. From1 January 2010, accumulated losses of a subsidiary are attributed proportionally to the owners of the parent and tothe non-controlling interest even if this results in non-controlling interest having a deficit balance.
After 1 January 2010, in a business combination achieved in stages (step acquisition) where control isobtained, the Group remeasures its previously held non-controlling interest in the acquire at its acquisition date fairvalue and recognises the resulting gain or loss in the income statement when determining the respective goodwill.At the time of a partial sale, from which arises a loss of control of a subsidiary, any remaining non-controllinginterest retained is remeasured to fair value at the date the control is lost and the resulting gain or loss is recognisedagainst the income statement.
Associates
Associates are entities over which the Group has significant influence over the company’s financial andoperating policies but not its control. Generally when the Group owns more than 20% of the voting rights it ispresumed that it has significant influence. However, even if the Group owns less than 20% of the voting rights, it canhave significant influence through the participation in the policy-making processes of the associated entity or therepresentation in its executive board of directors. Investments in associates are accounted for by the equity methodof accounting from the date on which significant influence is transferred to the Group until the date that significantinfluence ceases. The book value of the investments in associates includes the value of the respective goodwilldetermined on acquisition and is presented net of impairment losses.
After 1 January 2010, in a step acquisition that results in the Group obtaining significant influence over anentity, any previously held stake in that entity is remeasured to fair value through the income statement when theequity method is first applied.
If the Group’s share of losses of an associate equals or exceeds its interest in the associate, including any long-term interest, the Group discontinues the application of the equity method, except when it has a legal or constructiveobligation of covering those losses or has made payments on behalf of the associate.
Gains or losses on sales of shares in associate companies are recognised in the income statement even if thatsale does not result in the loss of significant influence.
Special purpose entities (“SPE”)
The Group consolidates certain special purpose entities (“SPE”), specifically created to accomplish a narrowand well defined objective, when the substance of the relationship with those entities indicates that they arecontrolled by the Group, independently of the percentage of the equity held.
The evaluation of the existence of control is made based on the criteria established by SIC 12 —Consolidation — Special Purpose Entities, which can be summarised as follows:
• In substance, the activities of the SPE are being conducted in accordance with the specific needs of theGroup’s business, so that the Group obtains the benefits from these activities;
• In substance the Group has the decision-making powers to obtain the majority of the benefits from theactivities of the SPE;
• In substance, the Group has rights to obtain the majority of the benefits of the SPE, and therefore may beexposed to the inherent risks of its activities;
• In substance, the Group retains the majority of residual or ownership risks related to the SPE so as to obtainthe benefits from its activities.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Investment funds managed by the Group
As part of the asset management activity, the Group manages investment funds on behalf of the holders of theparticipation units. The financial statements of these funds are not consolidated by the Group except in the caseswhere control is exercised over its activity based on the criteria established by SIC — 12.
Goodwill
Goodwill resulting from business combinations that occurred until 1 January 2004 was offset against reserves,according to the option granted by IFRS 1, adopted by the Group on the date of transition to the IFRS.
Goodwill resulting from business combinations that occurred from 1 January 2004 until 31 December 2009was accounted under the purchase method. The cost of acquisition was measured as the fair value, determined at theacquisition date, of the assets and equity instruments given and liabilities incurred or assumed plus any costsdirectly attributable to the acquisition. Goodwill represented the difference between the cost of acquisition and thefair value of the Group’s share of identifiable net assets, liabilities and contingent liabilities acquired.
For acquisitions on or after 1 January 2010, the Group measures goodwill as the fair value of the considerationtransferred including the fair value of any previously held non-controlling interests in the acquire, less the netrecognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured asof the acquisition date. Transaction costs are expensed as incurred.
At the acquisition date, the non-controlling interest are measured at their proportionate interest in the fair valueof the net identifiable assets acquired and of the liabilities assumed, without the correspondent portion of goodwill.As a result, the goodwill recognised in these consolidated financial statements corresponds only to the portionattributable to the equity holders of the Company.
In accordance with IFRS 3 — Business Combinations, goodwill is recognised as an asset at its cost and is notamortised. Goodwill relating to the acquisition of associates is included in the book value of the investment in thoseassociates determined using the equity method. Negative goodwill is recognised directly in the income statement inthe period the business combination occurs.
The recoverable amount of the goodwill recognised as an asset is reviewed annually, regardless of whetherthere is any indication of impairment. Impairment losses are recognised directly in the income statement.
Transactions with non-controlling interests
Until 31 December 2009, the goodwill resulting from the acquisition of non-controlling interests in asubsidiary represented the difference between the acquisition cost of the additional investment in the subsidiaryand the book value, at acquisition date, of the net assets acquired, as recognised in the consolidated financialstatements. Gains or losses on a dilution or on a sale of a portion of an interest in a subsidiary without a change incontrol, corresponding to an increase in non-controlling interests, were accounted for by the Group in the incomestatement.
From 1 January 2010, acquisitions of non-controlling interest are accounted for as transactions with equityholders in their capacity as equity holders and therefore no goodwill is recognised as a result of such a transaction.Any difference between the consideration paid and the amount of non-controlling interest acquired is accounted foras a movement in equity.
Similarly, sales of non-controlling interest and dilutions from which does not result a loss of control, areaccounted for as transactions with equity holders in their capacity as equity holders and therefore no gain or loss isrecognised in the income statement. Any difference between the sale proceeds and the recognised amount of non-controlling interest in the consolidated financial statements is accounted for as a movement in equity.
Gains or losses on a dilution or on a sale of a portion of an interest in a subsidiary, from which results a loss ofcontrol, are accounted for by the Group in the income statement.
F-19
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Foreign currency translation
The financial statements of each of the Group entities are prepared using their functional currency which isdefined as the currency of the primary economic environment in which that entity operates. The consolidatedfinancial statements are prepared in euro, which is ESFG’s functional and presentation currency.
The financial statements of each of the Group entities that have a functional currency different from the euroare translated into euro as follows:
• Assets and liabilities are translated into the functional currency using the exchange rate prevailing at thebalance sheet date;
• Income and expenses are translated into the functional currency at rates approximating the rates ruling atthe dates of the transactions;
• The exchange differences resulting from the translation of the equity at the beginning of the year using theexchange rates at the beginning of the year and at the balance sheet date are accounted for against reservesnet of deferred taxes. The exchange differences arising from the translation of income and expenses at therates ruling at the dates of the transactions and at the balance sheet date are accounted for against reserves.When the entity is sold such exchange differences are recognised in the income statement as a part of thegain or loss on sale.
Balances and transactions eliminated in consolidation
Inter-company balances and transactions, including any unrealised gains and losses on transactions betweenGroup companies, are eliminated in preparing the consolidated financial statements, unless unrealised lossesprovide evidence of an impairment loss that should be recognised in the consolidated financial statements.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of theGroup’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence ofan impairment loss.
2.3. Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing atthe dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to euroat the foreign exchange rates ruling at the balance sheet date. Foreign exchange differences arising on translation arerecognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency aretranslated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated inforeign currencies that are stated at fair value are translated to euro at the foreign exchange rates ruling at the datesthe fair value was determined. The resulting exchange differences are accounted for in the income statement, exceptif related to equity instruments classified as available-for-sale, which are accounted for in equity, within the fairvalue reserve.
2.4. Derivative financial instruments and hedge accounting
Classification
Derivatives for risk management purposes include (i) hedging derivatives and (ii) derivatives used to managethe risk of certain financial assets and financial liabilities designated at fair value through profit or loss that were notclassified as being hedging derivatives.
All other derivatives are classified as trading derivatives.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Recognition and measurement
Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into (tradedate). Subsequent to initial recognition, the fair value of derivative financial instruments is re-measured on a regularbasis and the resulting gains or losses on re-measurement are recognised directly in the income statement, except forderivatives designated as hedging instruments. The recognition of the resulting gains or losses of the derivativesdesignated as hedging instruments depends on the nature of the risk being hedged and of the hedge model used.
Fair values are obtained from quoted market prices, in active markets, if available or are determined usingvaluation techniques, including discounted cash flow models and options pricing models, as appropriate.
Hedge accounting
• Classification criteria
Hedge accounting is used for derivative financial instruments designated as hedging instruments, provided thefollowing criteria are met:
(i) At the inception of the hedge, the hedge relationship is identified and documented, including theidentification of the hedged item and of the hedging instrument and the evaluation of the effectiveness ofthe hedge;
(ii) The hedge is expected to be highly effective, both at the inception of the hedge and on an ongoing basis;
(iii) The effectiveness of the hedge can be reliably measured, both at the inception of the hedge and on anongoing basis;
(iv) For cash flows hedges, the cash flows are highly probable of occurring.
• Fair value hedge
In a fair value hedge, the book value of the hedged asset or liability, determined in accordance with therespective accounting policy, is adjusted to reflect the changes in its fair value that are attributable to the risks beinghedged. Changes in the fair value of the derivatives that are designated as hedging instruments are recorded in theincome statement, together with any changes in the fair value of the hedged asset or liability that are attributable tothe risk being hedged.
If the hedge no longer meets the criteria for hedge accounting, the derivative financial instrument is transferredto the trading portfolio and the hedge accounting is discontinued prospectively. The cumulative adjustment to thecarrying amount of a hedged item for which the effective interest rate method is used is amortised to the incomestatement over the period to maturity.
• Cash flow hedge
When a derivative financial instrument is designated as a hedge of the variability in highly probable future cashflows, the effective portion of changes in the fair value of the hedging derivatives is recognised in equity. Amountsaccumulated in equity are recycled to the income statement in the periods in which the hedged item will affect theincome statement. The gain or loss relating to the ineffective portion is recognised immediately in the incomestatement.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedgeaccounting, any cumulative gain or loss recognised in equity at that time is recognised in the income statement whenthe hedged transaction also affects the income statement. When a hedged transaction is no longer expected to occur,the cumulative gain or loss reported in equity is recognised immediately in the income statement and the hedginginstrument is reclassified for the trading portfolio.
During the periods covered by these financial statements, the Group did not have any transactions classified ascash flow hedge.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Embedded derivatives
Derivatives that are embedded in other financial instruments are treated as separate derivatives when theireconomic characteristics and risks are not closely related to those of the host contract and the host contract is notcarried at fair value through profit or loss. These embedded derivatives are measured at fair value with changes infair value recognised in the income statement.
2.5. Loans and advances to customers
Loans and advances to customers include loans and advances originated by the Group, which are not intendedto be sold in the short term. Loans and advances to customers are recognised when cash is advanced to borrowers.
Loans and advances to customers are derecognised from the balance sheet when (i) the contractual rights toreceive their cash flows have expired, (ii) the Group has transferred substantially all risks and rewards of ownershipor (iii) although retaining some but not substantially all of the risks and rewards of ownership, the Group hastransferred the control over the assets.
Loans and advances to customers are initially recorded at fair value plus transaction costs and are subsequentlymeasured at amortised cost, using the effective interest rate method, less impairment losses.
In accordance with the documented strategy for risk management, the Group contracts derivative financialinstruments to manage certain risks of a portion of the loan portfolio, without applying, however, the provisions ofhedge accounting as mentioned in Note 2.4. These loans are measured at fair value through profit or loss, in order toeliminate a measurement inconsistency resulting from measuring loans and derivatives for risk managementpurposes on different basis (accounting mismatch). This procedure is in accordance with the accounting policy forclassification, recognition and measurement of financial assets at fair value through profit or loss, as described inNote 2.6.
Impairment
The Group assesses, at each balance sheet date, whether there is objective evidence of impairment within itsloan portfolio. Impairment losses identified are recognised in the income statement and are subsequently reversedthrough the income statement if, in a subsequent period, the amount of the impairment losses decreases.
A loan or a loan portfolio, defined as a group of loans with similar credit risk characteristics, is impaired when:(i) there is objective evidence of impairment as a result of one or more events that occurred after its initialrecognition and (ii) that event (or events) has an impact on the estimated future cash flows of the loan or of the loanportfolio, that can be reliably estimated.
The Group first assesses whether objective evidence of impairment exists individually for each loan. In thisassessment the Group uses the information that feeds the credit risk models implemented and takes intoconsideration the following factors:
• the aggregate exposure to the customer and the existence of non-performing loans;
• the viability of the customer’s business model and its capability to trade successfully and to generatesufficient cash flow to service their debt obligations;
• the extent of other creditors’ commitments ranking ahead of the Group;
• the existence, nature and estimated realisable value of collaterals;
• the exposure of the customer within the financial sector;
• the amount and timing of expected recoveries.
When loans have been individually assessed and no evidence of loss has been identified, these loans aregrouped together on the basis of similar credit risk characteristics for the purpose of evaluating the impairment on aportfolio basis (collective assessment). Loans that are assessed individually and found to be impaired are notincluded in a collective assessment for impairment.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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If an impairment loss is identified on an individual basis, the amount of the impairment loss to be recognised iscalculated as the difference between the book value of the loan and the present value of the expected future cashflows (considering the recovery period), discounted at the original effective interest rate. The carrying amount ofimpaired loans is reduced through the use of an allowance account. If a loan has a variable interest rate, the discountrate for measuring the impairment loss is the current effective interest rate determined under the contract rules.
The changes in the recognised impairment losses attributable to the unwinding of discount are recognised asinterest and similar income.
The calculation of the present value of the estimated future cash flows of a collateralised loan reflects the cashflows that may result from foreclosure less costs for obtaining and selling the collateral.
For the purposes of a collective evaluation of impairment, loans are grouped on the basis of similar credit riskcharacteristics, taking in consideration the Group’s credit risk management process. Future cash flows in a group ofloans that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of theloans in the Group and historical loss experience. The methodology and assumptions used for estimating future cashflows are reviewed regularly by the Group with the purpose of reducing any differences between loss estimates andactual loss experience.
When a loan is considered by the Group as uncollectible and an impairment loss of 100% was recognised, it iswritten off against the related allowance for loan impairment. Subsequent recoveries of amounts previously writtenoff decrease the amount of the loan impairment loss recognised in the income statement.
2.6. Other financial assets
Classification
The Group classifies its other financial assets at initial recognition in the following categories:
• Financial assets at fair value through profit or loss
This category includes: (i) financial assets held for trading, which are those acquired principally for thepurpose of selling in the short term or that are owned as part of a portfolio of identified financial instruments that aremanaged together and for which there is evidence of a recent actual pattern of short-term profit taking and(ii) financial assets that are designated at fair value through profit or loss at inception.
The Group classifies, at inception, certain financial assets at fair value through profit or loss when:
• Such financial assets are managed, measured and their performance evaluated on a fair value basis;
• Such financial assets are being hedged (on an economical basis), in order to eliminate an accountingmismatch; or
• Such financial assets contain an embedded derivative.
The structured products acquired by the Group corresponding to financial instruments containing one or moreembedded derivatives meet the above mentioned conditions, and, in accordance, are classified under the fair valuethrough profit or loss category.
• Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments andfixed maturities that the Group’s management has the positive intention and ability to hold until its maturity and thatare not classified, at inception, as at fair value through profit or loss or as available-for-sale.
• Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets (i) intended to be held for an indefiniteperiod of time, (ii) designated as available-for-sale at initial recognition or (iii) that are not classified in the othercategories referred to above.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
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Initial recognition, initial measurement and derecognition
Purchases and sales of: (i) financial assets at fair value through profit or loss, (ii) held-to-maturity investmentsand (iii) available-for-sale financial assets are recognised on trade date — the date on which the Group commits topurchase or sell the asset.
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fairvalue through profit or loss, in which case these transaction costs are directly recognised in the income statement.
The best evidence of the fair value of the instrument at inception is deemed to be the transaction price.However, in particular circumstances, the fair value of a financial instrument at inception, determined based on avaluation technique, may differ from the transaction price, namely due to the existence of a built-in fee, originatinga day one profit.
The Group recognises in the income statement the gains arising from the built-in fee (day one profit),generated, namely, on the trading of derivative and foreign exchange financial products, considering that the fairvalue of these instruments at inception and on subsequent measurements is determined only based on observablemarket data and reflects the Group access to the wholesale market.
Financial assets are derecognised when (i) the contractual rights to receive their cash flows have expired,(ii) the Group has transferred substantially all risks and rewards of ownership or (iii) although retaining some but notsubstantially all of the risks and rewards of ownership, the Group has transferred the control over the assets.
Subsequent measurement
Financial assets at fair value through profit or loss are subsequently carried at fair value and gains and lossesarising from changes in their fair value are included in the income statement in the period in which they arise.
Available-for-sale financial assets are also subsequently carried at fair value. However, gains and losses arisingfrom changes in their fair value are recognised directly in equity, until the financial assets are derecognised orimpaired, at which time the cumulative gain or loss previously recognised in equity is recognised in the incomestatement. Foreign exchange differences arising from equity investments classified as available-for-sale are alsorecognised in equity, while foreign exchange differences arising from debt investments are recognised in the incomestatement. Interest, calculated using the effective interest rate method and dividends are recognised in the incomestatement.
Held-to-maturity investments are carried at amortised cost using the effective interest rate method, net of anyimpairment losses recognised.
The fair values of quoted investments in active markets are based on current bid prices. For unlisted securitiesthe Group establishes fair value by using (i) valuation techniques, including the use of recent arm’s lengthtransactions, discounted cash flow analysis and option pricing models and (ii) valuation assumptions based onmarket information.
Reclassifications between categories
The Group only reclassifies non-derivative financial assets with fixed or determinable payments and fixedmaturities, from the available-for-sale financial assets category to the held-to-maturity investments category, if ithas the intention and ability to hold those financial assets until maturity.
Reclassifications between these categories are made at the fair value of the assets reclassified on the date of thereclassification. The difference between this fair value and the respective nominal value is recognised in the incomestatement until maturity, based on the effective interest rate method. The fair value reserve at the date of thereclassification is also recognised in the income statement, based on the effective interest rate method.
During the years 2010 and 2009, there were no reclassifications between categories.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
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Impairment
The Group assesses periodically whether there is objective evidence that a financial asset or group of financialassets is impaired. If there is objective evidence of impairment, the recoverable amount of the asset is determinedand impairment losses are recognised through the income statement.
A financial asset or a group of financial assets is impaired if there is objective evidence of impairment as aresult of one or more events that occurred after their initial recognition, such as: (i) for equity securities, a significantor prolonged decline in the fair value of the security below its cost, and (ii) for debt securities, when that event (orevents) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can bereliably estimated.
For held-to-maturity investments, the amount of the impairment loss is measured as the difference between theasset’s carrying amount and the present value of estimated future cash flows (considering the recovery period)discounted at the financial asset’s original effective interest rate. The carrying amount of the impaired assets isreduced through the use of an allowance account. If a held-to-maturity investment has a variable interest rate, thediscount rate for measuring any impairment loss is the current effective interest rate determined under the contract.For held-to-maturity investments if, in a subsequent period, the amount of the impairment loss decreases and thedecrease can be related objectively to an event occurring after the impairment loss was recognised, the previouslyrecognised impairment loss is reversed through the income statement.
If there is objective evidence that an impairment loss on available-for-sale financial assets has been incurred,the cumulative loss recognised in equity — measured as the difference between the acquisition cost and the currentfair value, less any impairment loss on that financial asset previously recognised in the income statement — is takento the income statement. If, in a subsequent period, the amount of the impairment loss decreases, the previouslyrecognised impairment loss is reversed through the income statement up to the acquisition cost if the increase isobjectively related to an event occurring after the impairment loss was recognised, except in relation to equityinstruments, in which case the reversal is recognised in equity.
2.7. Sale and repurchase agreements
Securities sold subject to repurchase agreements (‘repos’) at a fixed price or at the sales price plus a lender’sreturn are not derecognised. The corresponding liability is included in amounts due to banks or to customers, asappropriate. The difference between sale and repurchase price is treated as interest and accrued over the life of theagreements using the effective interest rate method.
Securities purchased under agreements to resell (‘reverse repos’) at a fixed price or at the purchase price plus alender’s return are not recognised, being the purchase price paid recorded as loans and advances to banks orcustomers, as appropriate. The difference between purchase and resale price is treated as interest and accrued overthe life of the agreements using the effective interest rate method.
Securities lent under lending agreements are not derecognised being classified and measured in accordancewith the accounting policy described in Note 2.6. Securities borrowed under borrowing agreements are notrecognised in the balance sheet.
2.8. Financial liabilities
An instrument is classified as a financial liability when it contains a contractual obligation to transfer cash oranother financial asset, independently from its legal form.
Non-derivatives financial liabilities include deposits from banks and due to customers, loans, debt securities,subordinated debt and short sales. Preference shares issued are considered to be financial liabilities when the Groupassumes the obligation of reimbursement and/or to pay dividends.
The financial liabilities are recognised (i) initially at fair value less transaction costs and (ii) subsequently atamortised cost, using the effective interest rate method, except for short sales and financial liabilities designated atfair value through profit or loss, which are measured at fair value.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
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The Group designates, at inception, certain financial liabilities as at fair value through profit or loss when:
• Such financial liabilities are being hedged (on an economical basis), in order to eliminate an accountingmismatch; or
• Such financial liabilities contain embedded derivatives.
The structured products issued by the Group meet the above mentioned conditions and, in accordance, areclassified under the fair value through profit or loss category.
The fair value of quoted financial liabilities is based on the current price. In the absence of a quoted price, theGroup establishes the fair value by using valuation techniques based on market information, including the owncredit risk of the issuer.
If the Group repurchases debt issued, it is derecognised from the balance sheet and the difference between thecarrying amount of the liability and its acquisition cost is recognised in the income statement.
2.9. Equity instruments
An instrument is classified as an equity instrument when it does not contain a contractual obligation to delivercash or another financial asset, independently from its legal form, being a contract that evidences a residual interestin the assets of an entity after deducting all of its liabilities.
Transaction costs directly attributable to the issue of equity instruments are recognised under equity as adeduction from the proceeds. Amounts paid or received related to acquisitions or sales of equity instruments arerecognised in equity, net of transaction costs.
Distributions to holders of an equity instrument are debited directly to equity as dividends, when declared.
Preference shares issued are considered as equity instruments if the Group has no contractual obligation toredeem and if dividends, non cumulative, are paid only if and when declared by the Group.
2.10. Compound financial instruments
Non-derivative financial instruments that contain both a liability and an equity component (e.g. convertiblebonds and bonds issued with warrants) are classified as compound financial instruments. For these instruments to beconsidered as compound financial instruments, the number of shares to be issued upon conversion is determined atthe date of issue and does not vary with changes in their fair value. The liability component corresponds to thepresent value of the future interest and principal payments, discounted at the market rate of interest applicable tosimilar liabilities that do not have a conversion option. The equity component corresponds to the difference betweenthe proceeds of the issue and the amount attributed to the liability. The interest expense recognised in the incomestatement is calculated using the effective interest method.
2.11. Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is alegally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realisethe asset and settle the liability simultaneously.
2.12. Non-current assets held for sale
Non-current assets or disposal groups (groups of assets to be disposed of together and related liabilities thatinclude at least a non-current asset) are classified as held for sale when their carrying amounts will be recoveredprincipally through sale (including those acquired exclusively with a view to its subsequent disposal), the assets ordisposal groups are available for immediate sale and is highly probable.
Immediately before classification as held for sale, the measurement of the non-current assets or all assets andliabilities in a disposal group, is brought up to date in accordance with the applicable IFRS. Subsequently, these
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
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assets or disposal group are measured at the lower of their carrying amount or fair value less costs to sell, determinedannually in accordance with the applicable IFRS.
In the scope of its activity, the Group incurs in the risk from failure of the borrower to repay all the amountsdue. In case of loans and advances with mortgage collateral, the Group acquires the asset held as collateral inexchange for loans. In accordance with the requirements of Regime Geral das Instituiçoes de Crédito e SociedadesFinanceiras (RGICSF), banks are prevented from acquiring property that is not essential to their daily operations(article 112.o of the DL 298/92 of 31st December and subsequent amendments) being able to acquire, however,property in exchange for loans. This property must be sold within 2 years, period that may be extended by writtenauthorization from the Bank of Portugal and in conditions to be determined by this authority (art.114o).
It is Group’s objective to immediately dispose all property acquired in exchange for loans. This property isclassified as non-current assets held-for-sale and is initially recognised at the lower of its fair value less costs to selland the carrying amount of the loans. Subsequently, this property is measured at the lower of its carrying amountand the corresponding fair value less costs to sell and is not depreciated. Any subsequent write-down of the acquiredproperty to fair value is recorded in the income statement.
The value of non-current assets held for sale is periodically reviewed by the Group based on valuationsperformed by experts.
2.13. Property and equipment
Property and equipment are measured at cost less accumulated depreciation and impairment losses. At thetransition date to IFRS, 1 January 2004, the Group elected to consider as deemed cost, the revalue amount ofproperty and equipment as determined in accordance with previous accounting policies of the Group, which wasbroadly similar to depreciated cost measured under IFRS, adjusted to reflect changes in a specific price index. Thevalue includes expenditure that is directly attributable to the acquisition of the items. In relation to the insuranceactivity, the Group decided to consider as deemed cost of its buildings for own use the fair value at transition date.
Subsequent costs are included in the asset’s carrying amount or are recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item will flow to the Group.All other repairs and maintenance are charged to the income statement during the year in which they are incurred.
Land is not depreciated. Depreciation of other assets is calculated using the straight-line method over theirestimated useful lives, as follows:
When there is an indication that an asset may be impaired, IAS 36 requires that its recoverable amount isestimated and an impairment loss recognised when the net book value of the asset exceeds its recoverable amount.Impairment losses are recognised in the income statement.
The recoverable amount is determined as the greater of its net selling price and value in use which is based onthe net present value of future cash flows arising from the continuing use and ultimate disposal of the asset.
2.14. Investment properties
The Group classifies as investment property the property held to earn rentals or for capital appreciation or both.Investment property is recognised initially at cost, including transaction costs that are directly attributable
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expenditures, and subsequently at their fair value. Changes in the fair value determined at each balance sheet dateare recognised in the income statement. Investment property is not amortised.
Subsequent expenditure is capitalised only when it is probable that it will give rise to future economic benefitsin excess of the originally assessed standard of performance of the asset.
2.15. Intangible assets
The costs incurred with the acquisition, production and development of software are capitalised, as well as thecosts incurred to acquire and bring to use the specific software. These costs are amortised on the basis of theirexpected useful lives, which is usually between three to six years.
Costs that are directly associated with the development of identifiable specific software applications, and thatwill probably generate economic benefits beyond one year, are recognised as intangible assets. These costs includeemployee costs from the Group companies specialised in IT directly associated with the development of the referredsoftware.
All remaining costs associated with IT services are recognised as an expense as incurred.
2.16. Leases
The Group classifies its lease agreements as finance leases or operating leases taking into consideration thesubstance of the transaction rather than its legal form, in accordance with IAS 17 — Leases. A lease is classified as afinance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases areclassified as operating leases.
Operating leases
Payments made under operating leases are charged to the income statement in the period to which they relate.
Finance leases
• As lessee
Finance lease contracts are recorded at inception date, both under assets and liabilities, at the cost of the assetleased, which is equal to the present value of outstanding lease instalments. Instalments comprise (i) an interestcharge, which is recognised in the income statement and (ii) the repayment of principal, which is deducted fromliabilities. Financial charges are recognised as costs over the lease period, in order to produce a constant periodicrate of interest on the remaining balance of liability for each period.
• As lessor
Assets leased out are recorded in the balance sheet as loans granted, for the amount equal to the net investmentmade in the leased assets. Interest included in instalments charged to customers is recorded as interest income, whilerepayments of principal, also included in the instalments, is deducted from the amount of the loans granted. Therecognition of the interest reflects a constant periodic rate of return on the lessor’s net outstanding investment.
2.17. Employee benefits
Pensions
To cover the liabilities assumed by the Group within the framework stipulated by the ACT “Acordo Colectivode Trabalho” for the banking sector in Portugal and by the CCT “Contrato Colectivo de Trabalho” for the insurancesector in Portugal, pension funds were set up to cover retirement benefits, including widows and orphans benefitsand disability for the entire work force and also health-care benefits for employees hired until 31 March 2008.Employees hired after 31 March 2008 are covered by the Social Security general scheme.
The pension liabilities and health care benefits are covered by funds that are managed by ESAF — EspíritoSanto Fundos de Pensoes, S.A., a Group’s subsidiary.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
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The pension plans of the Group are classified as defined benefit plans, since the criteria to determine thepension benefit to be received by employees on retirement are predefined and usually depend on factors such as age,years of service and level of salary.
In the light of IFRS 1, the Group decided to adopt, at transition date (1 January 2004), IAS 19 retrospectivelyand has recalculated the pension and other post-retirement benefits obligations and the corresponding actuarialgains and losses to be deferred in accordance with the corridor method allowed by this accounting standard.
The pension liability is calculated semi-annually by the Group, as at 31 December and 30 June for each planindividually, using the projected unit credit method, and reviewed annually by qualified independent actuaries. Thediscount rate used in this calculation was determined with reference to market rates associated with high-qualitycorporate bonds issues, denominated in the currency in which benefits will be paid and with a maturity similar to theexpiry date of the plan obligations.
Actuarial gains and losses determined semi-annually and resulting from (i) the differences between financialand actuarial assumptions used and real values obtained (experience adjustments) and (ii) changes in the actuarialassumptions are recognised as an asset or liability and are recognised in the income statement using the corridormethod defined by IAS 19.
This method establishes that the actuarial gains and losses accumulated at the beginning of the semester thatexceed the greater of 10% of the pension liabilities or the fair value of the plan assets, as at the beginning of thesemester, are charged to the income statement over a period not to exceed the average of the remaining workinglives of the employees participating in the plan. The Group has determined on the basis of the above criteria toamortise the actuarial gains and losses that fall outside the corridor over a 15 year period. The actuarial gains andlosses accumulated at the beginning of the period that are within the corridor are not recognised in the incomestatement.
At each period, the Group recognises as a cost in the income statement a net total amount that comprises (i) theservice cost, (ii) the interest cost, (iii) the expected return on plan assets, (iv) a portion of the net cumulative actuarialgains and losses determined using the corridor method, and (v) the effect of curtailment losses related with earlyretirements, which includes the early amortisation of the respective actuarial gains and losses.
The effect of the early retirements corresponds to the increase in pension liabilities due to retirements beforethe normal age of retirement, which is 65 years.
ESFG and its subsidiaries make payments to the fund in order to maintain its solvency and to comply with thefollowing minimum levels: (i) the liability with pensioners shall be totally funded at the end of each year, and (ii) theliability related to past services cost with employees in service shall be funded at a minimum level of 95%.
The Group assesses at each reporting date and for each plan separately, the recoverability of any recognisedasset in relation to the defined benefit pension plans, based on the expectation of reductions in future contributionsto the funds.
Health care benefits
The Group provides to its banking employees health care benefits through a specific Social-MedicalAssistance Service. This Social-Medical Assistance Service (SAMS) is an autonomous entity which is managedby the respective Union.
SAMS provides to its beneficiaries services and/or contributions on medical assistance expenses, diagnostics,medicines, hospital confinement and surgical operations, in accordance with its financing availability and internalregulations.
The annual contribution of the Group to SAMS amounts to 6.5% of the total annual remuneration ofemployees, including, among others, the holiday and Christmas subsidy.
The measurement and recognition of the Group’s liability with post-retirement healthcare benefits is similar tothe measurement and recognition of the pension liability described above.
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These benefits are covered by the Pension Fund which at present covers all responsibilities with pensions andhealth care benefits.
Long term service benefits
In accordance with the ACT “Acordo Colectivo de Trabalho” for the banking sector, BES Group has assumedthe commitment to pay to current employees that achieve 15, 25 and 30 years of service within the Group, long-termservice premiums corresponding, respectively, to 1, 2 and 3 months of their effective monthly remuneration earnedat the date the premiums are paid.
At the date of early retirement or disability, employees have the right to a premium proportional to what theywould earn if they remained in service until the next payment date.
These long term service benefits are accounted for by the Group in accordance with IAS 19 as other long-termemployee benefits.
The liability with long term service benefits is calculated semi-annually, at the balance sheet date, by theGroup using the projected unit credit method. The actuarial assumptions used are based on the expectations aboutfuture salary increases and mortality tables. The discount rate used in this calculation is determined based on thesame methodology described above for pensions.
In each period, the increase in the liability for long term service premiums, including actuarial gains and lossesand past service costs is charged to the income statement.
Share based payments — Share based incentive scheme (SIBA)
BES and its subsidiaries established a share based payment scheme (SIBA), which ended in December 2010.This plan allowed its employees to acquire BES shares with deferred settlement financed by it. The employees hadto hold the shares for a minimum of two to four years after which they could sell the shares in the market and repaythe debt. However, the employees had, after the referred period, the option to sell the shares back to BES atacquisition cost.
The shares held by BES employees under SIBAwere accounted for as treasury shares of BES being, therefore,applicable the accounting policy described in Note 2.9 to any transactions made with these shares. This scheme wasclassified as an equity settlement share based payment in accordance with IFRS 2 — Share based payments.
Each option under the scheme was fair valued on grant date and was recognised as an expense, with acorresponding increase in equity, over the vesting period. Annually the amount recognised as an expense wasadjusted to reflect the actual number of options that vest.
The equity instruments granted are not remeasured for subsequent changes in their fair value.
Share based payments — Stock option plan
In 2008, ESFG set-up a stock option plan that allows certain employees to acquire ESFG shares, oralternatively to require a cash payment equivalent to the appreciation of ESFG share market price above thestrike price.
The options granted to employees may be exercised after their first anniversary and during a ten year period.
This share based payment plan is within the scope of IFRS 2 — Share based payments and corresponds to acash settlement share based payment.
The fair value of this benefit plan at inception, determined at its grant date, was taken to the income statementas staff costs over a period of one year. The recognised liability under the plan is re-measured at each balance sheetdate, being the fair value changes recognised in the income statement under the caption staff costs.
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Variable remuneration payment plan
During the first semester of 2008, following the BES’ General Shareholders Meeting held on 31 March 2008,BES and its subsidiaries established a benefits payment scheme — Variable remuneration payment plan (PPRV —2008/2010).
Under this incentive scheme, employees of BES and its subsidiaries have the right to a future cash payment,corresponding to the appreciation of BES shares above a pre-established price (strike price). In order to receive thispayment, the employees have to remain in BES for a minimum period of three years.
This variable remuneration payment plan is within the scope of IFRS 2 — Share based payments andcorresponds to a cash settlement share based payment. The fair value of this benefit plan at inception, determined atits grant date, will be taken to the income statement as staff costs over a period of three years. The recognisedliability under the plan is re-measured at each balance sheet date, being the fair value changes recognised in theincome statement.
Bonus to employee and to the Board of Directors
In accordance with IAS 19 — Employee benefits, the bonus payment to employees and to the Board ofDirectors are recognised in the income statement in the year to which they relate.
2.18. Income tax
Income tax for the period comprises current tax and deferred tax. Income tax is recognised in the incomestatement except to the extent that it relates to items recognised directly in equity, in which case it is recognised inequity. Income tax recognised directly in equity relating to fair value re-measurement of available-for-sale financialassets and cash flow hedges is subsequently recognised in the income statement when gains or losses giving rise tothe income tax are also recognised in the income statement.
Current tax is the tax expected to be paid on the taxable profit for the year, calculated using tax rates enacted orsubstantively enacted at the balance sheet date at each jurisdiction.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences betweenthe carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and iscalculated using the tax rates enacted or substantively enacted at the balance sheet date in any jurisdiction and thatare expected to apply when the related deferred income tax asset is realised or the deferred income tax liability issettled.
Deferred tax liabilities are recognised for all taxable temporary differences except for goodwill, not deductiblefor tax purposes, differences arising on initial recognition of assets and liabilities that affect neither accounting nortaxable profit and differences relating to investments in subsidiaries to the extent that probably they will not reversein the foreseeable future. Deferred tax assets are recognised to the extent it is probable that future taxable profits willbe available against which deductible temporary differences can be deducted.
The Group offsets deferred taxes assets and liabilities for each subsidiary, whenever (i) the subsidiary has alegally enforceable right to set off current tax assets against current tax liabilities, and (ii) they relate to income taxeslevied by the same taxation authority. This offset is therefore performed at each subsidiary level, being the deferredtax asset presented in the consolidated balance sheet the sum of the subsidiaries’ amounts which present deferredtax assets and the deferred tax liability presented in the consolidated balance sheet the sum of the subsidiaries’amounts which present deferred tax liabilities.
2.19. Provisions
Provisions are recognised when: (i) the Group has present legal or constructive obligation, (ii) it is probablethat settlement will be required in the future and (iii) a reliable estimate of the obligation can be made.
Restructuring provisions are recognised when the Group has approved a detailed and formal restructuring planand such restructuring either has commenced or has been announced publicly.
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A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from acontract are lower than the unavoidable costs of meeting its obligation under the contract. The provision is measuredat the present value of the lower of the expected cost of terminating the contract and the expected net costs ofcontinuing with the contract.
2.20. Interest income and expense
Interest income and expense are recognised in the income statement under interest and similar income andinterest expense and similar charges for all non-derivative financial instruments measured at amortised cost and forthe available-for-sale financial assets, using the effective interest rate method. Interest income arising from non-derivative financial assets and liabilities at fair value through profit or loss is also included under interest and similarincome or interest expense and similar charges, respectively.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts throughthe expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of thefinancial asset or financial liability. The effective interest rate is calculated at inception and it is not subsequentlyrevised.
When calculating the effective interest rate, the Group estimates cash flows considering all contractual termsof the financial instrument (for example, prepayment options) but does not consider future credit losses. Thecalculation includes all fees and commissions paid or received that are an integral part of the effective interest rate,transaction costs and all other premiums or discounts.
In the case of financial assets or groups of similar financial assets for which an impairment loss was recognised,interest income is calculated using the interest rate used to measure the impairment loss.
For derivative financial instruments, except for derivatives for risk management purposes (see Note 2.4), theinterest component of the changes in their fair value is not separated out and is classified under net gains/(losses)from financial assets and financial liabilities at fair value through profit or loss. The interest component of thechanges in the fair value of derivatives for risk management purposes is recognised under interest and similarincome or interest expense and similar charges.
2.21. Fee and commission income
Fees and commissions are recognised as follows:
• Fees and commissions that are earned on the execution of a significant act, as loan syndication fees, arerecognised as income when the significant act has been completed;
• Fees and commissions earned over the period in which the services are provided are recognised asincome in the period the services are provided;
• Fees and commissions that are an integral part of the effective interest rate of a financial instrument arerecognised as income using the effective interest rate method.
2.22. Dividend income
Dividend income is recognised when the right to receive payment is established.
2.23. Fiduciary activities
Assets held in the scope of the fiduciary activity are not recognised in the consolidated financial statements ofthe Group. Fee and commissions arising from this activity are recognised in the income statement in the period towhich they relate.
2.24. Insurance contracts
The Group issues contracts that contain insurance risk, financial risk or a combination of both insurance andfinancial risk. A contract, under which the Group accepts significant insurance risk from another party, by agreeing
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to compensate that party on the occurrence of a specified uncertain future event, is classified as an insurancecontract.
A contract issued by the Group without significant insurance risk, but on which financial risk is transferredwith discretionary participating features is classified as investment contract recognised and measured in accordancewith the accounting policies applicable to insurance contracts. A contract issued by the Group that transfers onlyfinancial risk, without discretionary participating features, is classified as an investment contract and accounted foras a financial instrument.
The financial assets held by the Group to cover the liabilities arising under insurance and investment contractsare classified and accounted for in the same way as other Group financial assets.
Insurance contracts and investment contracts with discretionary participating features are recognised andmeasured as follows:
Premiums
Gross written premiums are recognised for as income in the period to which they respect, in accordance withthe accrual accounting principle.
Reinsurance premiums ceded are accounted for as expense in the period to which they respect in the same wayas gross written premiums.
Unearned premium reserve
The reserve for unearned gross written premiums and reinsurance ceded premiums reflects the part of thewritten premiums before the end of the period for which the risk period continues after the end of the period. Thisreserve is calculated using the pro-rata temporis method applied to each contract in force.
Acquisition costs
Acquisition costs that are directly or indirectly related to the selling of insurance and investment contracts withdiscretionary participating features are capitalized and deferred through the life of the contracts. Deferredacquisition costs are subject to recoverability testing at the time of the insurance policy or investment contractis issued and subject to impairment test (liability adequacy test) at each reporting date.
Claims reserves
Claims outstanding reflects the estimated total outstanding liability for reported claims and for incurred but notreported claims (IBNR). Reserves for both reported and not reported claims are estimated by management based onexperience and available data using statistical methods. Additionally, claims reserve also includes an estimationrelated with future costs with claims settlement (“expense reserve”).
The mathematical reserves relating to obligations to pay life pensions resulting from workmen’s compensationclaims is calculated by using actuarial assumptions, with reference to recognised actuarial methods and currentlabour legislation.
Claims reserves are not discounted, except life pensions arising from workmen’s compensation claims.
Unexpired risk reserve
The reserve for unexpired risks represents the amount by which expected claims and administrative expenseslikely to arise after the end of the period, from contracts concluded before that date, exceeds the unearned premiumsreserve, any expected future premiums expected to be written under those contracts and from premiums renewed onJanuary next year.
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Life assurance reserve
The life assurance reserve reflects the present value of the Group’s future obligations arising from life policies(insurance contracts and investment contracts with discretionary participating features) written and is calculated inaccordance with recognised actuarial methods within the scope of applicable legislation.
Reserve for bonus and rebates
The reserve for bonus and rebates corresponds to the amounts attributed to policyholders or beneficiaries ofinsurance or investment contracts, in the form of profit participation, which have not yet been specifically allocatedand included in the life assurance reserve.
Liability adequacy test
At each reporting date, the Group performs a liability adequacy test to the insurance and investment contractswith discretionary participating features liabilities. The assessment of the liabilities is performed using the bestestimate of future cash flows under each contract, discounted at a risk free rate. The liability adequacy test isperformed product by product or aggregate basis when contracts are subject to broadly similar risks and managed asa single portfolio. Any deficiency determined, if exists, is recognised directly through income.
Shadow accounting
In accordance with IFRS 4, the unrealised gains and losses on the assets covering liabilities arising out frominsurance and investment contracts with discretionary participating features are attributable to policyholders, to theextent that it is expected that policyholders will participate on those unrealised gains and losses when they becamerealised in accordance with the terms of the contracts and applicable legislation, by recording those amounts underliabilities.
2.25. Segment reporting
The Group adopts IFRS 8 — Segmental reporting, for the disclosure of the financial information by operatingsegments (see Note 4).
An operating segment is a group of assets and operations engaged in providing products or services that aresubject to risks and returns that are different from those of other business segments.
The results of the operating segments are periodically reviewed by the Management for decisions takingpurposes. The Group prepares on a regular basis, financial information regarding the operating segments, which isreported to the Management.
A geographical segment is engaged in providing products or services within a particular economicenvironment that are subject to risks and return that are different from those of segments operating in othereconomic environments.
2.26. Earnings per share
Basic earnings per share is calculated by dividing net income available to ordinary shareholders by theweighted average number of ordinary shares outstanding during the period, excluding the average number ofordinary shares purchased by the Group and held as treasury stock.
For the diluted earnings per share, the weighted average number of ordinary shares outstanding is adjusted toassume conversion of all dilutive potential ordinary shares, such as convertible debt and share options granted toemployees. Potential or contingent share issuances are treated as dilutive when their conversion to shares woulddecrease net earnings per share.
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2.27. Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise balances with less than threemonths’ maturity from the inception date, including cash and deposits with banks.
Cash and cash equivalents exclude restricted balances with central banks.
NOTE 3 — CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYINGACCOUNTING POLICIES
IFRS set forth a range of accounting treatments and require management to apply judgment and makeestimates in deciding which treatment is most appropriate. The most significant of these accounting policies arediscussed in this section in order to improve understanding of how their application affects the Group’s reportedresults and related disclosure. A broader description of the accounting policies applied by the Group is shown inNote 2 to the Consolidated Financial Statements.
Because in many cases there are other alternatives to the accounting treatment chosen by management, theGroup’s reported results would differ if a different treatment were chosen. Management believes that the choicesmade by it are appropriate and that the consolidated financial statements present the Group’s consolidated financialposition and results fairly in all material respects.
3.1. Impairment of available-for-sale financial assets
The Group determines that available-for-sale financial assets are impaired when there has been a significant orprolonged decline in the fair value below its cost or when it has identified an event with impact on the estimatedfuture cash flows of the assets. This determination requires judgement, based on all available relevant information,including the normal volatility of the financial instruments prices.
Considering the high volatility of the markets, the Group has considered the following parameters whenassessing the existence of impairment losses:
(i) Equity securities: declines in market value above 30% in relation to the acquisition cost or market valuebelow the acquisition cost for a period longer than twelve-months;
(ii) Debt securities: objective evidence of events that have an impact on the estimated future cash flows ofthese assets.
In addition, valuations are generally obtained through market quotation or valuation models that may requireassumptions or judgment in making estimates of fair value.
Alternative methodologies and the use of different assumptions and estimates could result in a higher level ofimpairment losses recognised with a consequent impact in the income statement of the Group.
3.2. Fair value of derivatives
Fair values are based on listed market prices if available; otherwise fair value is determined either by dealerprice quotations (both for that transaction or for similar instruments traded) or by pricing models, based on netpresent value of estimated future cash flows which take into account market conditions for the underlyinginstruments, time value, yield curve and volatility factors. These pricing models may require assumptions orjudgments in estimating fair values.
Consequently, the use of a different model or of different assumptions or judgments in applying a particularmodel may have produced different financial results from the ones reported.
3.3. Impairment losses on loans and advances
The Group reviews its loan portfolios to assess impairment on a regular basis, as described in Note 2.5.
The evaluation process in determining whether an impairment loss should be recorded in the income statementis subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates and the
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estimation of both the amount and timing of future cash flows, among other factors, are considered in making thisevaluation.
Alternative methodologies and the use of different assumptions and estimates could result in a different level ofimpairment losses with a consequent impact in the consolidated income statement of the Group.
3.4. Securitisations and special purpose entities (SPE)
The Group sponsors the formation of special purpose entities (SPEs) primarily for asset securitisationtransactions and for liquidity purposes.
The Group does not consolidate SPEs that it does not control. As it can sometimes be difficult to determinewhether the Group does control an SPE, it makes judgements about its exposure to the risks and rewards, as well asabout its ability to make operational decisions for the SPE in question (see Note 2.2).
The determination of the SPEs that needs to be consolidated by the Group requires the use of estimates andassumptions in determining the respective expected residual gains and losses and which party retains the majority ofsuch residual gains and losses. Different estimates and assumptions could lead the Group to a different scope ofconsolidation with a direct impact in net income.
3.5. Held-to-maturity investments
The Group follows the guidance of IAS 39 on classifying non-derivative financial assets with fixed ordeterminable payments and fixed maturity as held-to-maturity. This classification requires significant judgement.
In making this judgement, the Group evaluates its intention and ability to hold such investments to maturity. Ifthe Group fails to keep these investments to maturity other than for the specific circumstances — for example,selling an insignificant amount close to maturity — it will be required to reclassify the entire class asavailable-for-sale. The investments would therefore be measured at fair value instead of amortised cost.
Held-to-maturity investments are subject to impairment tests made by the Group. The use of differentassumptions and estimates could have an impact on the income statement of the Group.
3.6. Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant interpretations and estimates arerequired in determining the worldwide amount for income taxes. There are many transactions and calculations forwhich the ultimate tax determination is uncertain during the ordinary course of business.
Different interpretations and estimates would result in a different level of income taxes, current and deferred,recognised in the period.
The Tax Authorities are entitled to review the Portuguese Group entities’ determination of annual taxableearnings, for a period of four years or six years in case there are tax losses brought forward. The determination ofannual tax earnings by other Group entities (located outside Portugal) can also be subject to similar reviews by theirrespective tax authorities. Hence, it is possible that some additional taxes may be assessed, mainly as a result ofdifferences in interpretation of the tax law. However, the Board of Directors of the Company and those of itssubsidiaries, are confident that there will be no material differences arising from tax assessments within the contextof the financial statements.
The Company itself is subject to the general tax regulations applicable to Luxembourg commercial companies.The applicable tax rate is 28.8% (2009: 28.59%).
3.7. Pension and other employees’ benefits
Determining pension liabilities requires the use of assumptions and estimates, including the use of actuarialprojections, estimated returns on investment, and other factors that could impact the cost and liability of the pensionplan.
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Changes in these assumptions could materially affect these values.
3.8. Insurance and investment contracts liabilities
Insurance and investment contracts liabilities represent liabilities for future insurance policy benefits.Insurance reserves for traditional life insurance, annuities, and workmen’s compensation policies have beencalculated based upon mortality, morbidity, persistency and interest rate assumptions applicable to those coverage.The assumptions used reflect the Groups’ and market experience and may be revised if it is determined that futureexperience will differ substantially from that previously assumed. Insurance and investment contracts liabilitiesinclude: (i) unearned premiums reserve, (ii) life mathematical reserve, (iii) reserve for bonus and rebates,(iv) unexpired risk reserve, (v) liability adequacy test and (vi) claims reserves. Claims reserves include estimatedprovisions for both reported and unreported claims incurred and related expenses.
When claims are made by or against policyholders, any amounts that the Group pays or expects to pay arerecorded as losses. The Group establishes reserves for payment of losses for claims that arise from its insurance andinvestment contracts.
In determining their insurance reserves and investment contracts liabilities, the Group’s insurance companiesperform a continuing review of their overall positions, their reserving techniques and their reinsurance coverage.The reserves are also reviewed periodically by qualified actuaries.
The Group maintains property and casualty loss reserves to cover the estimated ultimate unpaid liability forlosses with respect to both reported and not reported claims incurred as of the end of each accounting year.
Claims reserves do not represent an exact calculation of liability, but instead represent estimates, generallyusing actuarial valuations/techniques. These reserve estimates are expectations of what the ultimate settlement ofclaims is likely to cost based on an assessment of facts and circumstances then known, a review of historicalsettlement patterns, estimates of trends in claims severity, frequency, legal theories of liability and other factors.Variables in the reserve estimation process can be affected by both internal and external events, such as changes inclaims handling procedures, economic inflation, legal trends and legislative changes. Many of these items are notdirectly quantifiable, particularly on a prospective basis. Additionally, there may be significant reporting lagsbetween the occurrence of the insured event and the time it is actually reported to the insurer. Reserve estimates arecontinually reviewed in a regular ongoing process as historical loss experience develops and additional claims arereported and settled.
NOTE 4 — OPERATING SEGMENTS
The Group activities are focused primarily on the banking and insurance sectors and are directed to companies,institutional and private customers. The Group’s principal operating subsidiaries are located in Portugal, whichmakes it its privileged market. The historical link with Brazil and Africa, the globalization of the Portuguesecompanies and the Portuguese emigration to several countries, led to an internationalisation of the Group, whichalready has an international structure contributing significantly to the Group’s activities and results. The Group isalso active in Portugal in the health-care management business.
The Group’s products and services include deposits, loans to retail and corporate customers, fundmanagement, broker and custodian services, investment banking services, as well as the issuance andcommercialisation of life and non-life insurance products. Additionally, the Group makes short, medium andlong term investments in the financial and currency exchange markets with the objective of taking advantages fromthe prices changes or to have a return from its available resources.
The Group has BES as its main banking operating unit- with 683 branches in Portugal and with branches inLondon, New York, Spain (25 branches), Nassau, Cayman Islands, Cape Verde and Madeira Free Zone and 10representation offices — with BES Investmento (investment banking), BES Angola (36 branches), BES Açores (18branches), Banco BEST (13 branches), Espírito Santo Bank, BES Oriente, BES Vénétie, Espírito Santo ActivosFinanceiros (ESAF), ES Bank Panama, ES Bank Dubai and Banque Privée Espírito Santo. Tranquilidade, Logo andBES Seguros are the Group’s non-life operating unit while T-Vida and BES-Vida are active in life-insurance.
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When evaluating the performance by business area, the Group considers the following Operating Segments:(1) Domestic Commercial Banking, including Retail, Corporate, Institutional and Private Banking; (2) AssetManagement; (3) International Commercial Banking including Private banking; (4) Investment Banking;(5) Capital Markets and Strategic Investments; (6) Non-Life Insurance; (7) Life Insurance; (8) Health-caremanagement and (9) Corporative Centre. Each segment includes the Group structures that directly or indirectlyrelate to it, and also the other units of the Group whose activities are most related to one of these segments. Theperformance of each operating unit of the Group (considered as an investment centre) is evaluated individually.
Complementary, the Group, uses a second segmentation of its activities and results according to geographiccriteria, segregating the activity and the results generated from the units located in Portugal (domestic activities)from the units located abroad (international activities).
4.1. Operating Segments Description
Each of the operating segments includes the following activities, products, customers and Group structures:
Domestic Commercial Banking
This operating segment includes all the banking activity with corporate and institutional customers developedin Portugal, based in the branch offices network, corporate centres and other channels and includes the following:
a) Retail: corresponds to all activity developed by BES in Portugal with private customers and small business,fundamentally originated by the branches network, agent network and electronic channels. The financialinformation of the segment relates to, among other products and services, mortgage loans, consumer credit,financing the clients’ activity, deposits repayable on demand and term deposits, retirement plans and otherinsurance products to private customers, commissions over account management and electronic payments, theinvestment funds cross-selling and brokerage and custodian services.
b) Corporate and Institutional: includes BES activities in Portugal with small, medium and large companies,through its commercial structure dedicated to this segment, which includes 24 corporate centres. Also includesactivities with institutional and municipal customers. The main products considered on this segment are: discountedbills, leasing, factoring and short and long term loans; includes deposits and guarantees, custodian services, lettersof credit, electronic payments management and other services.
c) Private Banking: includes private banking activity in Portugal, all profit, loss and assets and liabilitiesassociated to customers classified as private by the Group in Portugal. The main products considered on thissegment are: deposits; discretionary management, selling of investment funds, custodian services, brokerageservices and insurance products.
Asset Management
This segment includes the asset management activities developed by ESAF in Portugal and abroad (Spain,Brazil, Angola, Luxembourg and United Kingdom). ESAF’s products include all types of funds - investment funds,real estate funds and pension funds, and also includes discretionary management services and portfoliomanagement.
International Commercial Banking
This operating segment includes the units located abroad, which banking activities are focused on corporate,retail customers and private banking, excluding investment banking and asset management, which are integrated inthe corresponding segments.
Among the units comprising this segment are BES Angola and Spain, London and New York Branches of BES,ES Bankers Dubai, ES Bank Panama and Banque Privée. The main products included in this segment are deposits,credit, asset management fees, leveraged finance, structured trade finance and project finance operations.
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Investment Banking
This segment includes assets, liabilities, profits and losses of the operating units that consolidate in BESInvestimento, which comprises all the investment banking activities of the Group originated in Portugal and abroad.In addition to the lending activity, deposits and other forms of funding, it includes advisory services, mergers andacquisitions, restructuring and debt consolidation, initial public offerings (shares and bonds), brokerage and otherinvestment banking services.
Capital Markets and Strategic Investments
This segment includes the financial management of the Group, namely the investments in capital marketsinstruments (equity and debt), whether they are integrated in trading, fair value, available for sale or held to maturityfinancial assets portfolios. Also included in this segment is the Group’s investment in minority strategic positions, aswell as all the activity inherent to interest rate and exchange rate risk management, long and short positions onfinancial instruments management, which allow the Group to take advantage of the price changes in those marketswhere these instruments are exchanged.
Non-Life Insurance
This segment includes the activities of Tranquilidade and Logo in the non-life insurance sector as well as theGroup’s participation in the activities of its associated companies, BES-Seguros and Europ-Assistance.
Life Insurance
This segment includes the activities of T-Vida in the life insurance sector and the Group’s participation in theactivities of its associated company, BES-Vida.
Health-care management
This segment includes the Group’s activities in the management of hospitals, outpatient clinics, residentialhospitals and senior citizen residences through ES Saúde.
Corporative Centre
This area does not correspond to an operating segment. It refers to an aggregation of corporative structuresacting throughout the entire Group, such as Representative Office in London, areas related to the Board of Directors,Compliance, Financial and Accounting, Risk management, Investor Relations, Internal Audit, Organization andQuality, among others. It also includes the corporate borrowings of the Group.
4.2. Allocation criteria of the activity and results to the operating segments
The financial information presented for each segment was prepared in accordance with the criteria followedfor the preparation of internal information analysed by the decision makers of the Group, as required by IFRS.
The accounting policies applied in the preparation of the financial information related with the operatingsegments are consistent with the ones used in the preparation of these consolidated financial statements, which aredescribed in Note 2, having been adopted the following principles.
Measurement of profit or loss from operating segments
The Group uses net income before taxes as the measure of profit or loss for evaluating the performance of eachoperating segment.
Autonomous Operating Segments
As mentioned above, each operating unit (subsidiaries and associated entities) is evaluated separately, as theseunits are considered investment centres. Additionally, considering the characteristics of the business developed bythese units, they are fully included in one of the operating segments, assets, liabilities, equity, income and expenses.
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ESFG structures dedicated to segments
The activity of BES, ESFG’s main subsidiary, comprises most of its operating segments and therefore itsactivity is disaggregated.
For the purpose of allocating the financial information, the following principles are used: (i) the origin of theoperation, (ii) the type of product or service rendered; (iii) the segment to which the commercial and centralstructures are dedicated to; (iv) the Cost Based Approach (CBA) model and other specific drivers in the allocation ofindirect cost (central support and IT services); (vi) the impairment model in the allocation of credit risk; (vii) totalequity is allocated to the capital markets and strategic investments segment.
The transactions between the independent and autonomous units of the Group are made at market prices; theprice of the services between the structures of each unit, namely the price established for funding between units, isdetermined by a margin process (which vary in accordance with the strategic relevance of the product and thebalance between funding and lending); the remaining internal transactions are allocated to the segments inaccordance with CBA without any margin from the supplier.
The interest rate risk, exchange risk, liquidity risk and others, except for credit risk, are included in theFinancial Department, whose mission is to make the Group’s financial management. The related activity and resultsare included in Capital Markets and Strategic Investments segment.
Interest and similar income/expense
Since the Group’s activities are mainly related to the financial sector and the majority of the segments revenuesare from interest, the Group relies primarily on net interest revenue to assess the performance of the segment and tomake decisions about resources to be allocated to the segment. As such and as permitted by IFRS 8 paragraph 23,the Group reports segments interest revenue net of its interest expense.
Consolidated Investments under the Equity Method
Investments in associated companies consolidated under the equity method are included in the operatingsegment they relate to. Associates not directly related to a specific operating segment are included in the CapitalMarkets and Strategic Investments segment.
Non current assets
Non current assets, according to IFRS 8, include Other Tangible Assets and Intangible Assets. BES includesthese assets on the Capital Markets and Strategic Investments segment; the non current assets held by thesubsidiaries are allocated to the segment in which these subsidiaries develop their business.
Income taxes
Income tax is a part of the Group net income but does not affect the evaluation of most of the OperatingSegments. Deferred tax assets and liabilities are included in the Capital Markets and Strategic Investments segment.
Post Employment Benefits
Assets under post employment benefits are managed in a similar way to deferred income taxes assets, and areincluded in the Capital Markets and Strategic Investments segment. The factors that influence the amount ofresponsibilities and the amount of the funds’ assets correspond, mainly, to external elements; it is Group’s policy notto include these factors on the performance evaluation of the operating segments, which activities relate tocustomers.
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Domestic and International Areas
In the disclosure of financial information by geographical areas, the operating units that comprise theInternational Area are: BES Angola and its branches, BES Oriente, Espírito Santo Bank, ES Bankers Dubai, ESBank Panama, Banque Privée Espirito Santo, Espírito Santo Vénétie, Banco Delle Tre Venezie, ESFIL, London,Spain, New York and Cape Verde branches of BES, and the operating units located abroad from BES Investimentoand ESAF.
The financial elements related to the International Area are presented in the financial statements of those unitswith the respective consolidation and elimination adjustments.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
The primary segments reporting are presented as follows:
Interest from loans and advances includes an amount of euro 24 363 thousand (31 December 2009: euro 18 626thousand) related to the unwind of discounts regarding the impairment losses of loans and advances to customersthat are overdue (see Note 25).
Interest from derivatives for risk management purposes includes, in accordance with the accounting policydescribed in Notes 2.4 and 2.20, interest from hedging derivatives and from derivatives used to manage the risk ofcertain financial assets and financial liabilities designated at fair value through profit or loss in accordance with theaccounting policies described in Notes 2.5, 2.6 and 2.8.
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(1) Includes the fair value change of hedged assets and liabilities and of assets and liabilities at fair value through profit or loss
As at 31 December 2010, this balance includes a positive effect of euro 82.7 million related to the change in fairvalue of financial liabilities designated at fair value through profit or loss, attributable to the Group’s credit riskcomponent (31 December 2009: negative effect of euro 41.0 million).
In accordance with the accounting policies followed by the Group, financial instruments are initiallyrecognised at fair value. The best evidence of the fair value of the instrument at inception is deemed to be thetransaction price. However, in particular circumstances, the fair value of a financial instrument at inception,determined based on a valuation techniques, may differ from the transaction price, namely due to the existence of abuilt-in fee, originating a day one profit.
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The Group recognises in the income statement the gains arising from the built-in fee (day one profit),generated, namely, on the trading of foreign exchange financial products, considering that the fair value of theseinstruments at inception and on subsequent measurements is determined only based on observable market data andreflects the Group access to the wholesale market.
In 2010, the gains recognised in the income statement arising from the built-in fee amounted to approximatelyeuro 10 446 thousand (2009: euro 9 006 thousand) and is substantially related to foreign exchange transactions.
NOTE 8 — NET GAINS FROM AVAILABLE-FOR-SALE FINANCIAL ASSETS
This balance is analysed as follows:
Gains (Losses) Total Gains (Losses) Total
31.12.2010 31.12.2009
(in thousands of euro)
Bonds and other fixed income securitiesIssued by government and public entities . . 22 639 (20 607) 2 032 5 637 (2 554) 3 083Issued by other entities . . . . . . . . . . . . . . . 26 164 (24 369) 1 795 40 325 (20 434) 19 891
During the year ended 31 December 2010, the Group sold at market prices through the stock exchange,(i) 43.2 million ordinary shares of EDP; (ii) 11.7 million ordinary shares of Portugal Telecom and (iii) 52.5 millionordinary shares of Bradesco. These transactions generated a realised net gain of euro 287.6 million (euro86.7 million net of non-controlling interest).
During the year ended 31 December 2009, the Group sold at market prices through the stock exchange,(i) 111.6 million ordinary shares of EDP; (ii) 69.4 million ordinary shares of Portugal Telecom and (iii) 23.0 millionordinary shares of Bradesco. These transactions generated a realised net gain of euro 52.1 million (euro 15.3 millionnet of non-controlling interest).
NOTE 9 — NET GAINS FROM FOREIGN EXCHANGE DIFFERENCES
This balance includes the exchange differences arising on translating monetary assets and liabilities at theexchange rates ruling at the balance sheet date in accordance with the accounting policy described in Note 2.3.
NOTE 10 — INSURANCE EARNED PREMIUMS, NET OF REINSURANCE
The insurance earned premiums, net of reinsurance, can be analysed as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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In accordance with IFRS 4, the contracts issued by the Group for which there is only a transfer of financial risk,with no discretionary participating features, are classified as investment contracts and accounted for as financialliabilities.
Medical services business operating income and expenses relate mainly to the health care business provided byEspírito Santo Saúde SGPS, S.A. and its subsidiaries (see Note 1).
Included in other costs is the amount of euro 515 thousand (31 December 2009: euro 362 thousand) relatedwith the “Stock Based Incentive Scheme” (SIBA) and euro 394 thousand of profit (31 December 2009: euro 418thousand of profit) related with the variable remuneration payment plan of BES (PPRV), in accordance with theaccounting policy described in Note 2.17. The details of these schemes implemented by BES Group are analysed inNote 13.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Also included in other costs, is an amount of euro 7 663 thousand negative (31 December 2009: euro 12 233thousand positive) related to the stock options plan set-up by ESFG, in accordance with accounting policy describedin Note 2.17 (see Note 13).
The salaries and other benefits attributed to the key management personnel of Group are analysed as follows:
Other key management personnel include board members of ESFG subsidiaries and ESFG seniormanagement.
As at 31 December 2010 and 2009, the loans granted by the Group to key management personnel amounted toeuro 39 million and euro 36.9 million, respectively.
As at 31 December 2010 and 2009, the number of employees of the Group is analysed as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 13 — EMPLOYEE BENEFITS
Pension and health-care benefits
As described in Note 2.17, the Group’s companies operate defined pension and health-care plans for theiremployees and their dependants under which the benefits vest on the earlier of retirement, death or incapacity.
The actuarial valuation of pension and health-care benefits for the Group companies is performed every half-year, with latest valuation performed as at 31 December 2010. On annual basis, the actuarial valuation is reviewedby an independent actuary.
In the scope of the agreement between the Portuguese Government, the Banking sector and the Unions inPortugal, starting 1 January 2011, the BES Group employees will be integrated into the General Social SecurityRegime, which will ensure the protection of employees in the contingencies of maternity, paternity and adoptionand old age, remaining under the responsibility of Banks to protect sickness, disability, death and survival (Decree-Law no. 1-A/2011, 3 January). The contribution rate will be 26.6%, being 23.6% responsibility of the employer and3% responsibility of the employees, in lieu of “Caixa de Abono de Família dos Empregados Bancários” (CAFEB)that is abolished by the same law.
The agreement states that no bank employee integrated within the Social Security Scheme will see the value ofthe respective pension decreased compared to the current provisions of the collective agreements. The retirementpensions of the bank employees to be integrated within the Social Security Scheme continue to be calculated asprovided in the ACT and other conventions, but the bank employee are entitled to receive a pension under thegeneral scheme, which amount takes into consideration the years of contributions to this scheme. Banks areresponsible for the difference between the pension determined in accordance with the provisions of the ACT and thepension that the employee is entitled to receive from the Social Security Scheme. On this basis, the banks retainedthe exposure to actuarial and financial risks associated with the pension’s liabilities.
The integration leads to a decrease in the actual present value of total benefits reported to the normal retirementage (VABT) to be borne by the pension fund, after considering the future contributions to be made by the banks andthe employees to the social security regime. Since there was no reduction in benefits on a beneficiary’s perspectiveand the liabilities for past services remained unchanged, the Group has not recorded in its financial statements anyimpact in terms of the actuarial calculations as at 31 December 2010, arising from the integration of its workers inthe Social Security Scheme.
As at 31 December 2010 and 2009, the main assumptions considered in the actuarial valuation, to determinethe defined benefit obligation of pension and health-care benefits for the Group employees are as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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In accordance with the accounting policy described in Note 2.17, the discount rate used to calculate theactuarial present value of the pensions and health care defined benefits, is determined at the balance sheet date byreference to interest rates of high-quality corporate bonds.
The contributions to SAMS as at 31 December 2010 and 2009 corresponded to 6.5% of total wages. Thepercentage of contribution is established by SAMS, and no changes are expected for 2011.
The number of persons covered by the plan is as follows:
Additionally, for the insurance entities of the Group, Tranquilidade and Esumédica have transferred part oftheir liabilities to BES Vida, through the acquisition of the life insurance policies. The number of pensionerscovered by these policies is 424 (31 December 2009: 450), and the total liability amounts to euro 14.9 million(31 December 2009: euro 15.5 million).
In accordance with accounting policy described in Note 2.17 and following the requirements of IAS 19 —Employees benefits, the Group assesses, when applicable, at each balance sheet date and for each plan separately,the recoverability of the recognised assets in relation to the defined benefit pension plans based on the expectationof reductions in future contributions to the funds.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The changes in the defined benefit obligation can be analysed as follows:
As at 31 December 2010, the increase of 1% in the contributions to SAMS would imply an increase inliabilities of euro 17.5 million (31 December 2009: euro 16.4 million) and an increase in costs (service cost andinterest cost) of euro 1.3 million (31 December 2009: euro 1.2 million).
The change in the fair value of the plan assets in 2010 and 2009 is analysed as follows:
31.12.2010 31.12.2009
(in thousands of euro)
Fair value of plan assets as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 244 926 2 101 305Actual return on plan assets
(Gains)/losses from experienceadjustments arising on plan assets . . 68 387 (92 351) 733 639 (156 785) (142 955)
SIBA
During 2000, BES Group established a “Stock Based Incentive Scheme” (SIBA). This incentive schemeconsisted on the sale to BES Group employees of one or more blocks of BES ordinary shares with deferredsettlement for a period that varied between two to four years. During this period the employees were required tohold the shares, after which (I) they were allowed to sell the shares in the market, (II) they retained the shares andthen paid to the Bank the initial amount or, (III) had the option to sell them back to BES at acquisition cost. The lastblock of the plan matured on 29 December 2010.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The changes in the number of underlying shares to the outstanding plans during the years ended 31 December2010 and 2009 were as follows:
(1) Includes shares sold in the market, after the exercise by the employees of the option of sell back to BES at acquisition cost and those that werepaid by the employees at the maturity of the plans.
(2) Amount transferred to Other Reserves in 2010
The total costs recognised related to the plan are as follows:
On 1 October 2008, the Company established a stock-option plan that entitles key management personnel topurchase ESFG shares. Alternatively, the Company may settle these options in cash by an amount equivalent to theappreciation of ESFG share market price above the exercise price. Under the program, the Company may grantoptions to its employees up to 3 000 000 ordinary shares. The exercise price of each option equals the market priceof ESFG share on the date of grant and an option’s maximum term is of 10 years. Options are granted at thediscretion of the Board of Directors and have a vesting period of 1 year.
As at 31 December 2010, all option under the plan have vested.
Considering the terms and conditions of the plan and ESFG’s informal practices of settling the options grantedto employees in cash, it is accounted for as cash-settled share-based payment arrangement, in accordance with theaccounting policy described in Note 2.17.
The fair value of this benefit plan at inception, determined at its grant date, was taken to the income statementas staff costs over a period of one year. The recognised liability under the plan is re-measured at each balance sheetdate, being the fair value changes recognised in the income statement under staff costs.
The number and weighted average exercise prices of share options are as follows:
Weighted averageexercise price
(in Euro)Number of
options
Weighted averageexercise price
(in Euro)Number of
options
31.12.2010 31.12.2009
Outstanding as at 1 January . . . . . . . . . . . . . 13.20 2 940 000 13.20 2 940 000Exercised during the year . . . . . . . . . . . . . . . . (260 000) —
Outstanding as at 31 December . . . . . . . . . . . 13.20 2 680 000 13.20 2 940 000
Exercisable as at 31 December . . . . . . . . . . . 13.20 2 680 000 13.20 2 940 000
The options outstanding at 31 December 2010 have a remaining contractual life of approximately 8 years(31 December 2009: 9 years).
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The plans’ initial fair value was calculated using an option valuation model with the following assumptions:
In accordance with the accounting policy described in Note 2.17, the initial fair value of the new plan,amounting to euro 4 783 thousand, was recognised during the 12 month-period comprised the grant date and its firstanniversary. As such, the Group recognised in 2009 euro 3 587 thousand and in 2008 euro 1 196 thousand as staffcosts. In 2010 change in the plans’ fair value of the benefit granted to employees has been recognised in the incomestatement, as a decrease in staff costs, for an amount of euro 7 663 thousand (31 December 2009: euro 8 646thousand increase in staff costs).
The fair value of the liability recognised is remeasured at the balance sheet date, amounting as at 31 December2010 to euro 5 557 thousand (2009: euro 13 540 thousand) (see Notes 12 and 43).
Variable remuneration payment plan (PPRV)
During the first semester of 2008, following the General Shareholders Meeting held on 31 March 2008, BESand its subsidiaries established a benefits payment scheme, named Variable remuneration payment plan (PPRV —2008/2010).
Under this incentive scheme, BES Group employees have the right to a future cash payment equivalent to theappreciation of BES shares between the initial reference date and the final reference date. Under this plan no rightsare granted to employees equivalent to a shareholding position in BES share capital.
The plans’ initial fair value was calculated using an option valuation model with the following assumptions:
(a) Includes the adjustment of the dilutive effect arising from the capital increase
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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In accordance with the accounting policy described in Note 2.17, the initial fair value of the PPRV, in theamount of euro 12 902 thousand, will be recognised during the three year-period comprised between the initial andthe final reference dates. As such, the Group recognised during the year, as staff costs, the amount of euro 4 301thousand (31 December 2009: euro 4 301 thousand). The change in the fair value of the benefit granted toemployees during the life of the program will also be recognised as staff costs.
The fair value of the liability recognised is remeasured at the balance sheet date being as at 31 December 2010nil (31 December 2009: euro 394 thousand).
Long term service benefits
As referred in Note 2.17, for employees that achieve certain years of service, the Group pays long term servicepremiums, calculated based on the effective monthly remuneration earned at the date the premiums are due. At thedate of early retirement or disability, employees have the right to a premium proportional to that they would earn ifthey remained in service until the next payment date.
As at 31 December 2010 and 2009, the Group’s liabilities regarding these benefits amount to euro 29 655thousand and euro 28 602 thousand, respectively (see Note 43). The costs incurred in the year with long term servicebenefits amounted to euro 3 946 thousand (31 December 2009: euro 3 014 thousand) (see Note 12).
The actuarial assumptions used in the calculation of the liabilities are those presented for the calculation ofpensions (when applicable).
The balance “Other specialised services” includes, among others, costs with security, information services anddatabases. The balance “Other costs” includes costs with training and external suppliers.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The fees billed to the Company by KPMG Audit S.à r.l. Luxembourg and other member firms of the KPMGnetwork (“KPMG”) during the year are analysed as follows (excluding VAT):
Basic earnings per share, is calculated by dividing the net profit attributable to equity holders of the Companyby the weighted average number of ordinary shares outstanding during the year.
31.12.2010 31.12.2009
(in thousands of euro)
Profit attributable to the equity holders of the Company(1) . . . . . . . . . . . . . . . . . . . . . . 89 209 124 759Weighted average number of ordinary shares outstanding (thousands) . . . . . . . . . . . . . . 77 855 77 855
Basic earnings per share attributable to the equity holders of the Company (in euro) . . . 1.15 1.60
(1) Net profit for the year adjusted by the dividends on preference shares.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Diluted earnings per share
The diluted earnings per share is calculated considering the profit attributable to the equity holders of theCompany and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutivepotential ordinary shares.
31.12.2010 31.12.2009
(in thousands of euro)
Profit attributable to the equity holders of the Company(1) . . . . . . . . . . . . . . . . . . . . . . 81 226 124 759Weighted average number of ordinary and potential shares outstanding (thousands). . . . 78 071 77 855
(1) Net profit for the year adjusted by the dividends on preference shares and, in relation to 2010, by the remeasurement of the ESFG liabilityrelated with the 2008 stock option plan. In 2009 no adjustment for the remeasurement of the liability associated with this stock option plan isincluded as its effect is anti-dilutive.
The weighted average number of ordinary and potential shares outstanding used to calculate the dilutiveearnings per share considers the existence of the stock-option plans (see Note 13) and of the warrants issued (seeNote 44) if their effect is dilutive.
NOTE 19 — CASH AND DEPOSITS AT CENTRAL BANKS
As at 31 December 2010 and 2009, this balance is analysed as follows:
The deposits at Central Banks include mandatory deposits intended to satisfy legal minimum cashrequirements, for an amount of euro 153 649 thousand (31 December 2009: euro 648 073 thousand). Accordingto the European Central Bank Regulation (CE) no. 2818/98, of 1 December 1998, minimum cash requirements keptas deposits with the Bank of Portugal earn interest, and correspond to 2% of deposits and debt certificates maturingin less than 2 years, excluding deposits and debt certificates of institutions subject to the European System ofCentral Banks’ minimum reserves requirements. During 2010, these deposits have earned interest at an average rateof 1.00% (2009: 1.27%).
The fulfilment of the minimum cash requirements for a given period of observation is monitored taking intoaccount the value of bank deposits with the Bank of Portugal during the referred period. The balance of the bankaccount with the Bank of Portugal as at 31 December 2010, was included in the observation period from8 December 2010 to 18 January 2011, which corresponded to an average minimum cash requirements of euro577 million.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 20 — DEPOSITS WITH BANKS
As at 31 December 2010 and 2009, this balance is analysed as follows:
Uncollected cheques in Portugal and abroad were sent for collection during the first working days followingthe reference dates.
Other deposits with banks, in Portugal and abroad, mature within 3 months.
Deposits with banks include the amount of euro 468 085 thousand (31 December 2009: euro 235 561 thousand)related to deposits held by securitisation vehicles consolidated by the Group and that collateralise the debt issued inthe scope of the respective securitisation transactions (see Note 49).
NOTE 21 — FINANCIAL ASSETS AND LIABILITIES HELD FOR TRADING
As at 31 December 2010 and 2009, this balance is analysed as follows:
During the year 2008, the Group has reclassified from financial assets held for trading an amount ofeuro 244 530 thousand to held-to-maturity investments (see Note 26), following an amendment to IAS 39 FinancialInstruments: Recognition and Measurement issued in October 2008 and adopted by the European Union in thatyear.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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As at 31 December 2010 and 2009, the amounts that would have been recognised in the year if thereclassifications were not made are presented as follows:
In accordance with the accounting policy described in Note 2.6, securities held for trading are those which arebought to be traded in the short-term, regardless of their maturity.
Regarding quoted and unquoted securities, the balance financial assets held for trading is as follows:
As at 31 December 2010 the fair value of derivative financial instruments included the amount of euro73.1 million (liability) (31 December 2009: liability in the amount of euro 28.1 million) related to the negative fairvalue of the embedded derivatives, as described in Note 2.4.
As at 31 December 2010 and 2009, the analysis of trading derivatives by the period to maturity is presented asfollows:
In light of IAS 39 and in accordance with the accounting policy described in Note 2.6, the Group designatedthese financial assets as at fair value through profit or loss, in accordance with the documented risk management andinvestment strategy, considering that these financial assets (i) are managed and evaluated on a fair value basis and/or(ii) have embedded derivatives.
As at 31 December 2010 and 2009, the analysis of the financial assets at fair value through profit or loss by theperiod to maturity is presented as follows:
Balance as at 31 December 2009. . . . . . . . 8 897 901 482 030 (117 254) (183 228) 9 079 449
(1) Acquisition cost relating to shares and other variable income securities and amortised cost relating to debt securities.
During the year 2008, the Group has reclassified from available-for-sale financial assets an amount ofeuro 522 715 thousand to held-to-maturity investments (see Note 26), following an amendment to IAS 39 FinancialInstruments: Recognition and Measurement issued in October 2008 and adopted by the European Union in thatyear.
As at 31 December 2010 and 2009, the amounts that would have been recognised in the year if thereclassifications were not made are presented as follows:
The balance Available-for-sale financial assets includes securities pledged as collateral by the Group asdescribed in Note 46.
In December 2010, the Group realized a securitisation transaction of commercial paper in the amount of euro603 million with the Lusitano SME No. 2 issue (see Notes 1 and 49).
In accordance with the accounting policy described in Note 2.6, the Group assesses periodically whether thereis objective evidence of impairment on the available-for-sale financial assets, following the judgment criteria’sdescribed in Note 3.1.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The changes occurred in impairment losses of available-for-sale financial assets are presented as follows:
As at 31 December 2010 and 2009, the unrealised losses related with the main equity exposures under theavailable-for-sale financial assets category were recognised in the fair value reserve, as they did not meet the Groupcriteria applied for impairment recognition, namely (i) the decline in market value above 30% in relation to theacquisition cost or (ii) market value below the acquisition cost for a period longer than twelve-months.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The balance Dividend Income from the income statement, in the amount of euro 194 738 thousand, includesdividends received from PT, Bradesco and EDP in the amount of euro 129.1 million, euro 32.4 million and euro17.2 million, respectively (net of non-controlling interest, euro 38.9 million, euro 9.8 million and 5.2 millionrespectively). As at 31 December 2009, this balance included dividends received from PT, Bradesco and EDP in theamount of euro 34.3 million, euro 27.7 million and euro 15.6 million, respectively (net of non-controlling interest,euro 10.3 million, euro 3 million and 4.7 million respectively).
During 2009, the Group set up AVISTAR, SGPS, S.A., with the purpose of holding the Group strategicparticipations. Further to the acquisition, at market prices, in the stock-exchange of EDP, Portugal Telecom sharesand part of the position of the Group in Banco Bradesco, the Group holds, as at 31 December 2010, respectively,94.4 million shares, 89.1 million shares and 80.2 million shares of these entities.
The analysis of the available-for-sale financial assets by quoted and unquoted securities, is presented asfollows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The main loans and advances to banks in Portugal, as at 31 December 2010, bear interest at an average annualinterest rate of 1.53% (31 December 2009: 1.44%). Loans and advances to banks abroad bear interest atinternational market rates where the Group operates.
As at 31 December 2010, the balance loans and advances to banks in Portugal includes deposits in theEuropean Central Banks System (Bank of Portugal) for an amount of euro 1 200 millions (31 December 2009: euro3 750 millions).
As at 31 December 2009, this balance includes euro 776 786 thousand of loans and advances to banks at fairvalue through profit or loss (see Note 27).
As at 31 December 2010 and 2009, the analysis of loans and advances to banks by the period to maturity ispresented as follows:
As at 31 December 2010, the balance loans and advances to customers includes an amount ofeuro 5 715.3 million (31 December 2009: euro 4 346.4 million) related to securitised loans following theconsolidation of the securitisation entities (see Note 49), according to the accounting policy described in Note 2.2.The liabilities related to these securitisations are booked under Debt securities issued (see Notes 38 and 49).
As at 31 December 2010, loans and advances include euro 4 963 051 thousand of mortgage loans thatcollateralise the issue of covered bonds (31 December 2009: euro 4 053 833 thousand) (see Note 38).
The fair value of loans and advances to customers is presented in Note 50.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
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(Amounts expressed in thousands of euro, except when indicated)
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As at 31 December 2010 and 2009, the analysis of loans and advances to customers by the period to maturity ispresented as follows:
a) As at 31 December 2009 includes euro 21 214 thousand related with securities received in exchange for loans.
The unwind of discount represents the interest on overdue loans, recognised as interest and similar income, asimpairment losses are calculated using the discounted cash flows method.
As at 31 December 2010 and 2009, loans and advances to customers and impairment losses can be analysed asfollows:
Loans with impairment losses calculated on an individual basis include loans with objective evidence ofimpairment, overdue loans for over 90 days and restructured loans.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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As at 31 December 2010, loans and advances include euro 90 098 thousand of restructured loans (31 December2009: euro 103 197 thousand). These loans correspond, in accordance with the definition of the Bank of Portugal, toloans previously overdue, which through a restructuring process are considered as performing loans.
The interest recognised in 2010 as interest and similar income in relation to impaired loans amounts to euro382.4 million (2009: euro 395.6 million) which includes the effect of the unwind of discount related to overdueloans.
Loans and advances to customers by interest rate type are analysed as follows:
During the year ended 31 December 2008, the Group has reclassified non-derivative financial assets to theheld-to-maturity investments category in the amount of euro 767.2 million, as follows:
a) Undiscounted capital and interest cash flows; future interest is calculated based on the forward interest rates at the date of reclassification.
b) Effective interest rate was calculated based on the forward interest rates at the date of reclassification; the maturity considered was theminimum between the call date, if applicable and the maturity date of the financial asset.
c) Amortisation in year ended 31 December 2010 amounts to euro 5 866 thousand (31 December 2009: euro 8 698 thousand).
The reclassification of financial assets held-for-trading as held-to-maturity investments was performedfollowing the amendment to IAS 39 Financial instruments: recognition and measurement and IFRS 7 Financialinstruments: disclosures, adopted by the Regulation (EU) no 1004/2008 issued in 15 October 2008, as mentioned inthe accounting policy described in Note 2.6.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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This reclassification was made due to the market conditions following the international financial crises thatcharacterised the year 2008, which was considered to be one of the rare circumstances justifying the application ofthe amendment to IAS 39.
The effect in the 2010 financial statements that would have been recognised if the reclassifications were notmade in 2008 is presented in Note 21 and 23.
During the years 2010 and 2009, no transfers were made to this category of financial assets.
NOTE 27 — DERIVATIVES FOR RISK MANAGEMENT PURPOSES
As at 31 December 2010 and 2009, the fair value of the derivatives for risk management purposes can beanalysed as follows:
Hedgingderivatives
Other derivativesfor risk management
purposes TotalHedging
derivatives
Other derivativesfor risk management
purposes Total
31.12.2010 31.12.2009
(in thousands of euro)
Derivatives for riskmanagement purposesDerivatives for risk
As mentioned in the accounting policy described in Note 2.4, derivatives for risk management purposesincludes hedging derivatives and derivatives contracted to manage the risk of certain financial assets and financialliabilities designated at fair value through profit or loss (and that were not classified as hedging derivatives).
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Hedging derivatives
As at 31 December 2010 and 2009, the fair value hedge relationships present the following features:
Derivative Hedged item Hedged risk NotionalFair value ofderivative(2)
Changes in thefair value of thederivative in the
year(2)
Accumulatedchanges in fair
value of thehedged item(1)
Changes in the fairvalue of the hedgeditem in the year(1)
(1) Attributable to the hedged risk(2) Includes accrued interest
Changes in the fair value of the hedged items mentioned above and of the respective hedging derivatives arerecognised in the income statement under net gains / (losses) from financial assets and financial liabilities at fairvalue through profit or loss.
As at 31 December 2010, the ineffectiveness of the fair value hedge operations amounted to euro 8.8 million(31 December 2009: euro 5.8 million) and was recognised in the income statement. ESFG Group evaluates on anongoing basis the effectiveness of the hedges.
Other derivatives for risk management purposes
Other derivatives for risk management purposes includes derivatives held to hedge financial assets andfinancial liabilities at fair value through profit and loss in accordance with the accounting policies described inNotes 2.5, 2.6 and 2.8 and that the Group did not classify as hedging derivatives.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The book value of financial assets and financial liabilities at fair value through profit and loss can be analysedas follows:
(1) Corresponds to the minimum guaranted amount to be reimbursed at maturity
As at 31 December 2010, the fair value of the financial liabilities at fair value through profit or loss, includes apositive cumulative effect of euro 151 411 thousand (31 December 2009: positive cumulative effect of euro 68 755thousand) attributable to the Group’s own credit risk. The change in fair value attributable to the Group’s own creditrisk resulted in the recognition, in 2010, of a profit amounting to euro 82 656 thousand (31 December 2009: loss ofeuro 40 970 thousand).
As at 31 December 2010 and 2009, the analysis of derivatives for risk management purposes by the period tomaturity is as follows:
The amounts presented refer to (i) investments in entities controlled by the Group, which have been acquiredexclusively with the purpose of being sold in the short term, and (ii) assets acquired in exchange for loans anddiscontinued branches available for immediate sale.
As at 31 December 2010, the amount of property held for sale includes euro 12 848 thousand (31 December2009: euro 16 224 thousand) related to discontinued branches, in relation to which the Group recognised animpairment loss amounting to euro 3 924 thousand (31 December 2009: euro 8 764 thousand).
The changes occurred in non-current assets held for sale during 2010 and 2009, are presented as follows:
In accordance with the accounting policy described in Note 2.13, the Group concluded that there was anindication of impairment in relation to certain property and equipment. Therefore it has performed impairment testsfor these assets and concluded that an accumulated impairment loss of euro 2 356 thousand should be recognised(31 December 2009: euro 5 279 thousand).
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The movement in this balance was as follows:
Property Equipment Other Work in progress Total
(in thousands of euro)
Acquisition costsBalance as at 31 December 2008 . . . . . . . . . . . . 888 991 727 449 18 374 152 675 1 787 489
In accordance with the accounting policy described in Note 2.2, goodwill is subject to impairment testsannually or whenever there is an indication of impairment. These tests were performed for the preparation of theconsolidated financial statements as at 31 December 2010 and 2009 and no impairment losses were identified,except for the goodwill related to the investment in Concordia, for an amount of euro 1 800 thousand (31 December2009: euro 1 743 thousand).
The balance of internally developed software includes the costs incurred by the Group in the development andimplementation of software applications that will generate economic benefits in the future (see Note 2.15).
F-83
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The movement in this balance was as follows:
Goodwill Software Other Work in progress Total
(in thousands of euro)
Acquisition costsBalance as at 31 December 2008 . . . . . . . . . 229 065 563 539 1 531 23 225 817 360
Balance as at 31 December 2009 . . . . . . . . . 1 743 — — — 1 743Exchange differences and other . . . . . . . . . 57 — — — 57
Balance as at 31 December 2010 . . . . . . . . . 1 800 — — — 1 800
Net balance as at 31 December 2010 . . . . . . 333 624 116 476 66 782 40 955 557 837
Net balance as at 31 December 2009 . . . . . . 233 281 109 383 355 30 832 373 851
(a) Relates to the acquisition of Execution Noble and PastorVida
(b) The amount of euro 66 520 thousand relates to the value in force of Pastor Vida, as described in Note 52
During 2009, the Group sold 25% of Banco BEST and recognised a decrease in the respective goodwill in theamount of euro 6 525 thousand against the income statement. In the scope of ES Data liquidation in 2009, the Grouprecognised a decrease in the related goodwill in the amount of euro 1 737 thousand against the income statement.
F-84
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 32 — INVESTMENTS IN ASSOCIATES
The financial information concerning associates is presented in the following table:
In accordance with IFRS 4, the contracts issued by the Group for which there is only a transfer of financial risk,with no discretionary profit sharing, are classified as investment contracts and accounted for as financial liabilities.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The claims outstanding reserve by line of business is analysed as follows:
The claims outstanding reserve represents unsettled claims occurred before the balance sheet date and includesan estimated provision in the amount of euro 28 137 thousand (31 December 2009: euro 30 680 thousand), forclaims incurred before 31 December 2010, but not reported (IBNR).
Included in the amount of claims outstanding for workers’ compensation is euro 122 049 thousand(31 December 2009: euro 124 009 thousand), relating to the mathematical reserve for workers’ compensation.
The mathematical reserve for workers’ compensation includes an amount of euro 0 (31 December 2009: euro 0thousand) as a result of the liability adequacy test (see Note 51).
Additionally, mathematical reserve for workers’ compensation also includes an accrual related to the presentvalue of the future contributions to Workers Compensation Fund (FAT) for an amount of euro 5 891 thousand(31 December 2009: euro 6 887 thousand).
The claims outstanding reserve also includes an estimation of future costs related to the settlement of pendingclaims (expense reserve), both-declared and non-declared, for an amount of euro 13 243 thousand (31 December2009: euro 9 081 thousand).
The movements on the claims outstanding reserve of direct insurance business are analysed as follows:
The reserve for bonus and rebates corresponds to the amounts attributed to policyholders or beneficiaries ofinsurance and investment contracts with profit sharing, in the form of profit participation, which have not yet beenspecifically allocated and included in the life mathematical reserve.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The movement in the reserve for bonus and rebates for the years ended 31 December 2010 and 2009 is asfollows:
As at 31 December 2010, life mathematical reserve includes an amount of euro 0 (31 December 2009: euro 756thousand) as a result of the liability adequacy test. This test was performed based on the best estimate assumptions(see Note 51).
F-88
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 34 — OTHER ASSETS
As at 31 December 2010 and 2009, the balance other assets is analysed as follows:
Loans to companies in which the Group has a non-controlling interest include the amount of euro 110 000thousand related with loans to Locarent — Companhia Portuguesa de Aluguer de Viaturas, S.A. (31 December2009: euro 111 500 thousand).
As at 31 December 2010, the balance prepayments and deferred costs includes the amount of euro 62 719thousand (31 December 2009: euro 65 613 thousand) related to the difference between the nominal amount of loansgranted to Group’s employees under the collective labour agreement for the banking sector (ACT) and theirrespective fair value at grant date, calculated in accordance with IAS 39. This amount is charged to the incomestatement over the lower period between the remaining maturity of the loan granted, and the estimated remainingservice life of the employee.
F-89
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The stock exchange transactions pending settlement refer to transactions with securities on behalf of thirdparties, recorded on trade date and pending settlement, in accordance with the accounting policy described inNote 2.6.
Deferred acquisition costs relate to the insurance business and can be analysed as follows:
As at 31 December 2010 and 2009, “Other funds from the European System of Central Banks” includeseuro 5 065 million and euro 2 000 million, respectively, covered by securities from the available-for-sale portfoliopledged as collaterals in the amount of euro 7 419 million and euro 3 008 million, respectively (see Note 46).
As at 31 December 2010, the balance Deposits from other Central Banks — Deposits includes the amount ofeuro 1 356 million related to deposits with Angola Central Bank and the amount of euro 941 million related todeposits with Saudi Arabia Central Bank (31 December 2009: euro 1 083 million related to deposits with CentralBank of Angola).
As at 31 December 2010 and 2009, the analysis of deposits from Central Banks by the period to maturity ispresented as follows:
As at 31 December 2010, the balance deposits from banks includes the amount of euro 558 463 thousand(31 December 2009: 101 598 thousand) related to deposits recognised on the balance sheet at fair value throughprofit or loss (see Note 27).
As at 31 December 2010 and 2009 the analysis of deposits from banks by the period to maturity is presented asfollows:
This balance includes the amount of euro 4 026 565 thousand (31 December 2009: euro 1 437 369 thousand) ofdeposits recognised in the balance sheet at fair value through profit or loss (see Note 27).
The analysis of the amounts due to customers by the period to maturity is as follows:
a) As at 31 December 2010, the caption debt bonds issued includes the amount of euro 1 584 million of debt securities issued with a guaranteefrom the Portuguese Republic (31 December 2009: euro 1 567 million).
F-93
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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On 15 November 2005, ESFG issued the euro 500 000 000 Fixed Rate Step-Up Notes due 2025 with 10 000warrants. Each of these Notes, will bear interest at the rate of 3.55% until 15 November 2010 and 5.05% from thenon. Each warrant entitles the holder to subscribe euro 50 000 to acquire fully paid up shares of Euro 10.0 each ofESFG at an initial exercise price of euro 24.50 per share. The rights under the warrants are exercisable from andincluding 26 December 2005 up to the close of business on 8 November 2025. With effect from 15 November 2006,the notes and warrants may be detached or be traded separately. Unless previous redeemed or repurchased andcancelled, the Notes will be redeemed at their principal amount on 15 November 2025. As of 31 December 2008,none of the warrants has been exercised.
In the light of IAS 32, the warrants issued correspond to an equity instrument and therefore are recognised inequity and the Notes correspond to a debt instrument and are recognised as a liability.
The value attributable to the warrants upon the initial recognition was calculated by deducting, at inception, thefair value of the Notes from the par value of the instrument as a whole, the fair value attributable to the Notes beingcalculated as the present value of the contractual future cash flows discounted at a rate of interest, determined atinception, based on comparable Notes providing substantially the same cash flows, on the same terms, but withoutthe detachable warrants. On this basis, the Group recognised in equity the amount of euro 118 570 thousand relatedto the warrants and an amount of euro 381 430 thousand as a liability, corresponding to the respective fair value atthe date of issue.
After its initial recognition, the liability will accrue interest at an effective interest rate of 6.7%, which was therate used to fair value the liability at the inception.
Under the covered bonds programme, which has a maximum amount of euro 10 000 million, BES Groupissued covered bonds for a total amount of euro 5 540 million, of which euro 3 206 million were subscribed by theGroup.
The covered bonds are guaranteed by a cover assets pool, comprised of mortgage credit assets and limitedclasses of other assets, that the issuer of mortgage covered bonds shall maintain segregated and over which theholders of the relevant covered bonds have a statutory special creditor privilege. These conditions are set up inDecree-Law no. 59/2006, Regulations 5/2006, 6/2006, 7/2006 and 8/2006 of the Bank of Portugal andInstruction 13/2006 of the Bank of Portugal.
The main characteristics of these issues are as follows:
DescriptionNominal value
(in thousands of euro)
Book value(in thousands of
euro) Issue date Maturity date Interest payment Interest rate Rating
As at 31 December 2010, the mortgage loans that collateralise these covered bonds amounted to euro 4 963 051thousand (31 December 2009: euro 4 053 833 thousand) (see Note 25).
As at 31 December 2010, this balance includes euro 823 416 thousand (31 December 2009: euro 8 254 205thousand) of debt securities issued at fair value through profit or loss (see Note 27).
F-94
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The changes occurred in debt securities issued during the year ended 31 December 2010 are analysed asfollows:
31.12.2009 Issues Repayments Net repurchase Other movementsa) 31.12.2010(in thousands of euro)
Euro Medium Term Notes . . . 11 875 102 3 670 161 (3 486 472) (441 790) (41 757) 11 575 244
a) Other movements include accrued interest, fair value adjustments and foreign exchange differences
b) Certificates of deposit are presented at the net value, considering their short term maturity
In accordance with the accounting policy described in Note 2.8, debt issued repurchased by the Group isderecognised from the balance sheet and the difference between the carrying amount of the liability and itsacquisition cost is recognised in the income statement. Following the repurchases performed in 2010, the Group hasrecognised a gain of euro 29.1 million (see Note 11).
The analysis of debt securities issued by the period to maturity is as follows:
ES SAUDE. . . . . . . . Commercial Paper EUR 2010 44 392 2011 Fixed rate - 2.185%
24 904 746
a) Designated liabilities at fair value through profit or loss.b) Indexed to a basket composed by Petrobras, Companhia Siderurgia Nacional, Vale SA, Itau Unibanco and Banco Bradesco shares.c) Indexed to a basket composed by Petroleo Brasileiro, Itau Unibanco, Companhia Vale Rio Doce shares.d) Indexed to a basket composed by Ericsson, Komatsu, Santander, Sanofi-Aventis and ABB LTD shares.e) Indexed to a basket composed by Banco Santander, BNP Paribas, Barclays Bank PLC shares.f) Indexed to exchange and interest rate.g) Indexed to credit risk.h) Indexed to previous coupon + spread — Euribor.i) Indexed to reverse floater.j) Indexed to a basket composed by Dow Jones Eurostoxx 50, S&P 500 and Nikkei 225 Index.k) Indexed to a basked of commodities composed by Corn, Wheat and Soybean.l) Indexed to a basket composed by EDP, Iberdrola, FPL Group, Gamesa, Vestas Wind Systems and Solarworld shares.m) Indexed to a basket composed by DJ Eurostoxx 50, SP500, BOVESPA, iShares MSCI Pacific ex-Japan Index.n) Indexed to a basket composed by DJ Eurostoxx 50, SP500 and Topix index.o) Indexed to a basked of commodities composed by Corn, Wheat and Sugar.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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p) Indexed to a basket composed by BBVA and BSCH shares.q) Indexed to a basked of commodities composed by Copper, Nickel, Zinc and Platinum.r) Indexed to a basket composed by Amazon, Apple, FedEx, UPS Inc shares.s) Indexed to a basket composed by LVMH, Christian Dior, Philips, Pinault Pritemps, Nokia, Bulgari, Porsche, Swatch, Burberry, Daimler.t) Indexed to a basket composed by DBIX India, Russian Depositary, Hang Seng and MSCI Brasil index.u) Indexed to credit risk (First to default) on Brisa, Bancaja, Portugal Telecom, Cimpor and Repsol.v) Indexed to IBOXX Eurozone, SP GSCI Excess Return, EUR/USD and DJ Eurostoxx 50.w) Indexed to a basket composed by EDP, BCP and PT shares.x) Indexed to credit risk (First to default) on Santander, PT INT FIN, EDP and Brisa.y) Indexed to a basket composed by BBVA, Repsol and Telefonica shares.z) Indexed to a basket composed by ROCHE HOLDING, SANOFI, NOVARTIS, PFIZER, ASTRAZENECA, TELEFONICA, FRANCE
TELECOM and DEUTSCHE TELEKOM shares.aa) Indexed to a basket composed by BBVA, REPSOL and ENEL shares.ab) Indexed to a basket composed by MSCI India, MSCI Brasil and iShares FTSE/Xinua China shares.ac) Indexed to a basket composed by Petrobras, Gerdau, Vale, Itau Unibanco and Banco Bradesco shares.ad) Indexed to a basket composed by France Telecom and Deutsche Telekom.ae) Indexed to a basket composed by Eurostoxx, SP500, Nasdaq100 and iShare MSCI Brazil Fund index.af) Indexed to Brisa, EDP, PT and Credit Agricole loans.ag) Indexed to PT, EDP and Brisa loans.ah) Indexed to a basket composed by Telefonica, Deutsche Telecom and Vodafone shares.ai) Indexed to a basket composed by Louis Vuitton, Nokia, Bayer and EON shares.aj) Indexed to a basket composed by Eurostoxx50, SP500, Nasdaq100 and EWZ index.ak) 1st year: Fixed rate, from 2nd year: 6 Months Euribor + 150Bps indexed to BESI Brazil.al) Indexed to a basket composed by Petrobras, Companhia Siderurgia Nacional, Itau Unibanco and Banco Bradesco shares.am) Indexed to a basket composed by Brisa, EDP, Galp, BSCH and BCP shares.an) Indexed to a basket composed by Petroleo Brasileiro, Banco Bradesco, Companhia Vale Rio Doce shares.ao) Indexed to a basket composed by TOPIX, HANG SENG, HSCEI, NIFTY, KOSPI2 and MSCI Singapore index.ap) Indexed to a currency basket composed by EUR/AUD, EUR/CAD, EUR/NZD, EUR/INR.aq) Indexed to a basket composed by Telefonica, Deutsche Telekom and Vodafone shares.ar) Indexed to a basket composed by HSCEI, MSCI India, MSCI Taiwan and SP ASX200 index.as) Indexed to EDP, PT and CGD loans.at) Indexed to a basket composed by Dow Chemical, Monsanto, Whirlpool Corp sharesau) Indexed to a basket composed by HSCEI, MSCI India, KOSPI200 and SP ASX500 index.av) Indexed to a basket composed by MSCI Brasil, Chile and Mexico index.aw) Indexed from 1st to 4th year to Fixed rate 6.00% and indexed to swap rate after 4th year.ax) Fixed rate of 1.25% with option, at maturity, of the holders to obtain Bradesco shares instead of the principal remuneration.
F-106
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
NOTE 39 — INVESTMENT CONTRACTS
As at 31 December 2010 and 2009, the liabilities arising from investment contracts are analysed as follows:
In accordance with IFRS 4, the insurance contracts issued by the Group for which there is only a transfer offinancial risk, with no discretionary participating features, are classified as investment contracts.
The movement in the liabilities arising out from the investment contracts with fixed rate is analysed as follows:
The movement in the liabilities arising out from the investment contracts in which the financial risk is borne bythe policyholder is analysed as follows:
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Other provisions for an amount of euro 232 236 thousand as at 31 December 2010 (31 December 2009: euro191 645 thousand) are intended to cover litigations and other contingencies related to the Group’s activities, themore relevant being as follows:
• Contingencies in connection with the exchange, during 2000, of Banco Boavista Interatlântico shares forBradesco shares. The Group has provisions for an amount of approximately euro 62.0 million(31 December 2009: euro 56.4 million) to cover these contingencies;
• Contingencies in connection with legal processes established following the bankruptcy of clients whichmight imply losses for the Group. Provisions for an amount of euro 26.5 million as at 31 December 2010(31 December 2009: euro 24.0 million) were established to cover these losses;
• Contingencies for ongoing tax processes. To cover these contingencies, the Group maintains provisions ofapproximately euro 39.8 million (31 December 2009: euro 60.8 million);
• Contingencies for ongoing processes regarding commercial operations performed abroad for the amount ofeuro 37.4 million;
• The remaining balance of approximately euro 66.5 million (31 December 2009: euro 50.4 million), ismaintained to cover potential losses in connection with the normal activities of the Group, such as frauds,robbery and on-going judicial cases.
NOTE 41 — INCOME TAXES
The Group determined its current and deferred income tax for the year ended 31 December 2009 on the basis ofa nominal rate of 26.5%, applicable to the activities undertaken in Portugal that represent a significant portion of itsconsolidated activities. The current and deferred tax for the year ended 31 December 2010 was determined based ona tax rate of 26.5% plus an additional tax of 2.5% added following Decree-law nr 12-A of 30 June. This tax rate wasenacted, or substantially enacted, at the balance sheet date.
The Portuguese Tax Authorities are entitled to review the annual tax return of the Group subsidiaries domiciledin Portugal for a period of four years. Hence, it is possible that some additional taxes may be assessed, mainly as aresult of differences in interpretation of the tax law. However, the Board of Directors of the Group subsidiariesdomiciled in Portugal are confident that there will be no material differences arising from tax assessments within thecontext of the financial statements.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The deferred tax assets and liabilities recognised in the balance sheet as at 31 December 2010 and 2009 can beanalysed as follows:
The Group does not recognise the deferred tax liabilities on temporary differences of subsidiaries andassociates for which it controls the reversion period and that are realised through the distribution of tax-exemptdividends.
Additionally, the Group does not recognise deferred tax assets on tax losses brought forward by certainsubsidiaries, because it is not expectable that they will be recovered in a foreseeable future. A detail of the tax lossesbrought forward for which no deferred tax assets were recognised, is presented as follows:
(1) The amount recognised in the consolidated statement of comprehensive income includes, additionally, the deferred tax expense recognisedon the fair value reserves of associates in the amount of euro 16 902 thousand (31 December 2009: euro 12 545 thousand, income).
The current and deferred taxes recognised in the income statement and reserves, during 2010 and 2009 isanalysed in the following table. The amounts presented do not consider the effect of non-controlling interest.
Recognised in theincome statement(income) /expense
Recognised inreserves
Recognised in theincome statement(income) /expense
The current tax recognised in reserves includes a tax gain of euro 1 933 thousand related to costs incurred in thecapital increase (31 December 2009: euro 823 thousand), a cost of euro 1 829 thousand related to retirementpensions (31 December 2009: euro 1 671 thousand) and a cost of euro 150 thousand related to the share basedpayments scheme (31 December 2009: euro 96 thousand).
F-110
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The reconciliation of the income tax rate can be analysed as follows:
a) Other movements include accrued interest, fair value adjustments and foreign exchange differences
b) Issues include the amounts corresponding to debt replacements previously repurchased by the Group
In accordance with the accounting policy described in Note 2.8, debt issued repurchased by the Group isderecognised from the balance sheet and the difference between the carrying amount of the liability and itsacquisition cost is recognised in the income statement. Following the repurchases performed in 2010 and 2009, theGroup has recognised a gain of euro 3.2 million and of euro 110.5 million, respectively (see Note 11).
F-112
ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 43 — OTHER LIABILITIES
As at 31 December 2010 and 2009, the balance other liabilities is analysed as follows:
The stock exchange transactions pending settlement refer to transactions with securities on behalf of thirdparties, recorded on trade date and pending settlement, in accordance with the accounting policy described inNote 2.6.
NOTE 44 — SHARE CAPITAL, SHARE PREMIUM, OTHER EQUITY INSTRUMENTS, FAIRVALUE RESERVES AND OTHER RESERVES AND RETAINED EARNINGS
Share capital and share premium
As at 31 December 2010, the authorised share capital of Espírito Santo Financial Group, S.A., was representedby 100 million shares with a face value of euro 10 each, from which 77 854 916 shares (31 December 2009:77 854 916) held by different shareholders were subscribed and fully paid as described below:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Preference shares
In June 2007, ESFG International Limited (“issuer”), a fully owned subsidiary of ESFG, issued euro400 million series A non-cumulative guaranteed step-up preferred securities. These securities, with a face valueof euro 50 thousand per security, are listed on the Luxembourg stock exchange.
These preferred securities pay non-cumulative preferred dividends, when, as and if declared by the Board ofDirectors of ESFG International Limited, annually in arrears on 6 June in each year commencing on 6 June 2008 upto and including 6 June 2017 at an annual rate of 5.753% p.a. of the respective face value. Thereafter, the preferreddividends will be payable, when, as and if declared by the Board of Directors of ESFG International Limited,quarterly in arrears on 6 March, 6 June, 6 September and 6 December each year, commencing on 6 September 2017at a rate of 2.130% above the 3 months Euribor.
The preferred securities are perpetual securities and have no fixed redemption date. However, these securitiesmay be redeemed, at the option of ESFG International Limited, in whole but not in part, on 6 June 2017 or on anypreferred distribution payment date falling thereafter. Such redemption is subject to the authorization of ESFG andthe Supervisor Authority.
ESFG unconditionally guarantees, on a subordinated basis, the payment of distributions on the preferredsecurities when, as and if declared by the Board of Directors of the issuer, and payments on liquidation of the issueror on redemption. By virtue of the scope of the guarantee the rights of the holders of these preference securitiesagainst ESFG are equivalent to those which such holders would have had if they had instead held preference sharesissued directly by ESFG whose terms are identical to the terms of the preferred securities and the guarantee takentogether.
Considering the features of these preferred securities, they were considered, following IAS 32, as equityinstruments of the Group. On that basis, the total proceeds from the issue, net of expenses incurred, totallingapproximately euro 395.5 million, was taken to equity. Additionally, and in accordance with the accounting policydescribed in Note 2.9, preferred dividends will be recorded as a deduction to equity when declared.
Other equity instruments
As at 31 December 2010, other equity instruments relate to the equity component of the warrants issued byESFG as described in Note 38, for an amount of euro 118 508 thousand (31 December 2009 : euro 117 767thousand), net of issue costs amounting of euro 3 399 thousand.
Legal reserve
Under the Luxembourg law, a minimum of 5% of the profit for the year must be transferred to the legal reserveuntil this reserve equals 10% of the issued share capital. This reserve is not available for distribution.
Fair value reserve
The fair value reserve represents the amount of the unrealised gains and losses arising from securities classifiedas available for sale, net of impairment losses recognised in the income statement in the year/previous years. Theamount of this reserve is shown net of deferred taxes and non-controlling interest.
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(Amounts expressed in thousands of euro, except when indicated)
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During the years ended 31 December 2010 and 2009, the changes in these balances, net of non-controllinginterest, were as follows:
Available-for-saleDeferred tax
reservesTotal fair
value reserveLegal
reserveExchange
differences
Other reservesand retained
earnings
Total otherreserves and
retainedearnings
Fair value reserve Other reserves and retained earnings
Net unrealised gains (losses) recognised in the fair value reserve . . . . . . . . . . . . . . 31 550 364 776Fair value reserves related to securities reclassified as held-to-maturity investments
Preference shares issued by BES Finance correspond to 450 thousand non-voting preference shares, whichwere issued and listed in the Luxembourg stock exchange in July 2003. In March 2004, 150 thousand preferenceshares were additionally issued forming a single series with the existing preference shares. The face value of theseshares is euro 1 000 and are fully booked under non-controlling interest. The total issue (euro 600 000 thousand) iswholly, but not partially, redeemable at its face value at the option of the issuer, as at 2 July 2014, subject to priorapprovals of BES and the Bank of Portugal.
These preference shares pay an annual non-cumulative preferred dividend, if and when declared by the Boardof Directors of BES Finance, corresponding to an annual rate of 5.58% p.a. on the nominal value. This dividend ispaid on 2 July of each year, beginning 2 July 2004 and ending 2 July 2014. If BES Finance does not redeem thesepreference shares on 2 July 2014, the applicable rate will be 3 months Euribor plus 2.65% p.a., with payments on2 January, 2 April, 2 July and 2 October of each year, if declared by the Board of Directors of BES Finance.
These shares are subordinated to any BES liability, and are “pari passu” in relation to any preference shares thatmay come to be issued by the Bank. BES unconditionally guarantees dividends if previously declared by the Boardof Directors of BES Finance and principal repayments related to either of the above mentioned issues.
Considering the features of these preference shares, they were considered, in accordance with IAS 32, as equityinstruments of BES Group being classified as non-controlling interest at ESGF level. On that basis, and inaccordance with the accounting policy described in Note 2.9, the dividends related with these preference shares arerecorded as a deduction to equity when declared.
Other equity instruments issued by BES Group
The BES Group issued in 2010, perpetual subordinated bonds with non-cumulative discretionary interest in thetotal amount of euro 320 million.
These bonds pay a non-cumulative interest, only if and when declared by the Board of Directors, at an annualrate of 8.5%. This discretionary interest is payable semi-annually. These securities are redeemable at the option ofBES Group in full, but not in part, after 15 September 2015, subject to the prior approval of Bank of Portugal.
Considering the features of these perpetual subordinated bonds, they qualify as equity instruments of BESGroup in accordance with IAS 32 being classified as non-controlling interest at ESFG level. On that basis and inaccordance with the accounting policy described in Note 2.9, the dividends related with these bonds will berecorded as a deduction to equity when declared.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The movement in non-controlling interest in the years ended 31 December 2010 and 2009 can be analysed asfollows:
Guarantees and standby letters of credit are banking operations that do not imply any out-flow by the Group.
As at 31 December 2010, the balance assets pledged as collateral include:
• Securities pledged as collateral to the Bank of Portugal (i) for the use of the money transfer system(Sistema de Pagamento de Grandes Transacçoes) for an amount of euro 155.3 million (31 December 2009:euro 151.8 million ) and (ii) in the scope of a liquidity facility collateralised by securities for an amount ofeuro 7 419 million (as at 31 December 2010, securities eligible for rediscount at the Bank of Portugalamounted to euro 10 823 million);
• Securities pledged as collateral to the Portuguese Securities and Exchange Commission (CMVM) in thescope of the Investors Indemnity System (Sistema de Indemnizaçao aos Investidores) for an amount of euro24 241 thousand (31 December 2009: euro 19 368 thousand);
• Securities pledged as collateral to the Deposits Guarantee Fund (Fundo de Garantia de Depósitos) for anamount of euro 63 173 thousand (31 December 2009: euro 61 847 thousand);
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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• Securities pledged as collateral to the European Investment Bank for an amount of euro 594 500 thousand(31 December 2009: euro 522 500 thousand).
The above mentioned securities pledged as collateral can be executed in case the Group does not fulfil itsobligations under the terms of the contracts.
Documentary credits are irrevocable commitments, by the Group, in the name of its clients, to pay or order topay a certain amount to a supplier of goods or services, within a determined term, against the exhibition of theexpedition documentation of the goods or service provided. The condition of irrevocable consists of the fact that theterms initially agreed can only be changed or cancelled with the agreement of all parties.
Revocable and irrevocable commitments represent contractual agreements to extend credit to Group’scustomers (eg. unused credit lines). These agreements are, generally, contracted for fixed periods of time or withother expiration requisites, and usually require the payment of a commission. Substantially, all credit commitmentsrequire that clients maintain certain conditions verified at the time when the credit was granted.
Despite the characteristics of these contingent liabilities and commitments, these operations require a previousrigorous risk assessment of the client and its business, like any other commercial operation. When necessary, theGroup require that these operations are collateralised. As it is expected that the majority of these operations willmature without any use of funds, these amounts do not represent necessarily future out-flows.
Additionally, the off-balance sheet items related to banking services provided are as follows:
The amounts recognised in these accounts are measured at fair value determined at the balance sheet date.
In accordance with the legislation in force, the fund management companies and the depositary bank arejointly liable before the participants of the funds for the non fulfilment of the obligations assumed under the terms ofthe Law and the management regulations of the funds.
NOTE 48 — RELATED PARTIES TRANSACTIONS
Following the definition of related party established by IAS 24, related parties to ESFG include associates,pension funds, Board members and entities controlled or significantly influenced by any of these individuals.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The entities considered to be related parties to ESFG, as defined by IAS 24, are as follows:
Company Company
2BCapital S.A.Acro, Sociedade Gestora de Participaçoes Sociais, S.A.Advance Ciclone System, S.A.Aenor Douro Estradas do Douro Interior, S.A.Agência de Viagens Tagus, S.A.Agência Receptivo Praia do Forte, LtdaAgribahia, S.A.Agriways, S.A.Aldeia do Meco — Sociedade para o Desenvolvimento Turístico, S.A.Aleluia — Cerâmicas, S.A.Alvalade Participaçoes, LtdaAMAL, S.G.P.S., S.A.Angra Moura-Sociedade de Administraçao de Bens,S.A.Apolo Films SLAQUASPY Group Pty LimitedAscendi Douro, Estradas do Douro Interior, S.A.Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, S.A.Ascendi Group, SGPS, S.A.Ascendi Pinhal Interior Estradas do Pinhal Interior, S.A.Atr — Actividades Turisticas e Representaçoes, LdaAutovia De Los Vinedos, S.A.Aveiro IncorporatedBANCO DELLE TRE VENEZIE SPABeach Heath Investments LtdBEMS, SGPS, S.A.BES, Companhia de Seguros, S.A.BES — Vida, Companhia de Seguros, S.A.BIO-GENESISBrb Internacional, S.A.Campeque-Compra e Venda de Propriedades, LdaCasas da Cidade — Residências Sénior, S.A.Casas da Sauudade, Administraçao de Bens Móveis Imóveis, S.A.Cerca da Aldeia — Sociedade Imobiliária, S.A.Cidadeplatine — Construçao, S.A.Cimenta — Empreendimentos Imobiliários, S.A.Cimentos Europa, S.A.Clarendon Properties Inc.Club Campo Villar Olalla, S.A.Clup Vip — Marketing de Acontecimentos, S.A.Clube de Campo da Comporta — Actividades Desportivas e Lazer, LdaClube Residencial da Boavista, S.A.Cobrape-Companhia Brasileira de Agropecuaria CobrapeCoimbra Jardim Hotel — Sociedade de Gestao Hoteleira, S.A.Companhia Agricola Botucatu, S.A.Companhia Brasileira de Agropecuária CobrapeConsecionaria Autopista Perote-Xalapa, S.A. CVConstrucciones Sarrion, SLConstrutora do Tâmega (Madeira), S.A.Construtora do Tâmega (Madeira), SGPS, S.A.Coporgeste — Companhia Portuguesa de Gestao e Desenvolvimento
Imobiliário, S.A.Coreworks — Proj. Circuito Sist. Elect., S.A.Corina-Ganadera Corina Campos y Haciendas, S.A.Diliva, Sociedade de Investimentos Imobiliários, S.A.DMC Madeira, S.A.Ecoram — Tratamento de Resíduos, LdaE.S.B. Finance LtdEastelco — Consultoria e Comunicaçao, S.A.Empark Aparcamientos y Servicios S.A.Enkrott, S.A.E.S. Asset Administration LtdEspírito Santo Cachoeira Desenvolvimento Imobiliário LtdaES Comercial Agrícola, LtdaEspírito Santo Guarujá Desenvolvimento Imobiliário Ltda
HCI — Health Care International, IncHDC — Serviços de Turismo e Imobiliário, S.A.Herdade da Boina — Sociedade Agrícola, S.A.Herdade da Comporta — Actividades Agro Silvícolas e Turísticas, S.A.HL — SGE — Sociedade Gestora do Edifício, S.A.HLC — Centrais de Cogeraçao, S.A.HME Gestao HospitalarHotéis Tivoli, S.A.Hotelagos, S.A.I.A.C. Uk LimitedInter-Atlântico, S.A.Iber Foods -Produtos Alimentares e Biológicos, S.A.Imopca, S.A.Inertogrande, Central de Betao LdaLocarent — Companhia Portuguesa de Aluguer de Viaturas, S.A.Lote Dois — Empreendimentos Turisticos S.A.Luzboa, S.A.Luzboa Dois, S.A.Luzboa Quatro, S.A.Luzboa Três, S.A.Luzboa Um, S.A.Mandel Partners SCAMargrimar — Mármores e Granitos, S.A.Marinoteis — Sociedade de Promoçao e Construçao de Hoteis, S.A.Marmetal — Mármores e Materiais de Construçao, S.A.MCO2 — Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.Metal — Lobos Serralharia e Carpintaria, LdaMMCI — Multimédia, S.A.Moldebetao — Socidedade de Betoes, S.A.Mobile World — Comunicaçoes, S.A.MRN — Manutençao de Rodovias Nacionais, S.A.MTA — Transportes Alternativos da Madeira, S.A.Multiger — Sociedade de Compra Venda e Administraçao de
Propriedades, S.A.Multipessoal -Sociedade de Prestaçao de Serviços, S.A.Multiwave Photonics S.A.Mundo Vip — Operadores Turísticos, S.A.NANIUM , S.A.Net Viagens — Agência de Viagens e Turismo, S.A.Nova Figfort — Têxteis, LdaNovagest Assets Management, LtdNutrigreen, S.A.Opca Angola, S.A.Opca Moçambique, LdaOpcatelecom . Infraestruturas de Comunicaçao, S.A.Opway Imobiliária, S.A.Opway — Engenharia, S.A.Opway — SGPS, S.A.Outsystems, S.A.Palexpo — Imagem Empresarial, S.A.Parque e Campinas Incorporaçoes, LdaPavi do Brasil — Pré-Fabricaçao,Tecnologia e Serviços, LdaPavicentro — Pré Fabricaçao, S.A.Pavilis — Pré -Fabricaçao, S.A.Paviseu — Materiais Pré-Fabricados, S.A.Pavitel, SARLPersonda — Sociedade de Perfuraçoes e Sondagens, S.A.Placon — Estudos e Projectos de Construçao, LdaPojuca, S.A.Polish Hotel Capital SPPolish Hotel Company SPPolish Hotel Management Company, SPPontave -Construçoes, S.A.Portvias — Portagem de Vias, S.A.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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Company (cont.) Company (cont.)
ES Holding Administraçao e Participaçoes, S.A.Espírito Santo Hotéis, SGPS, S.A.Espírito Santo Indaiatuba Desenvolvimento Imobiliário LtdaEspírito Santo Industrial S.A.Espírito Santo Industrial (BVI ) S.A.Espírito Santo Industrial (Portugal ) — SGPS, S.A.Espírito Santo Irmaos — Sociedade Gestora de Participaçoes Sociais, S.A.Espírito Santo Itatiba Desenvolvimento Imobiliário LtdaEspírito Santo Primavera Desenvolvimento Imobiliário LtdaES Private Equity LtdEspírito Santo Property S.A.Espírito Santo Property (Brasil) S.A.Espírito Santo Property Holding (BVI ) S.A.Espírito Santo Property España, S.L.Espírito Santo Services S.A.Espírito Santo Tourism LtdEspírito Santo Tourism (Europe ) S.A.Espírito Santo — Unidades de Saúde e de Apoio à Terceira Idade, S.A.Espírito Santo Venture LtdEspírito Santo Viagens — Sociedade Gestora de Participaçoes Sociais, S.A.ES Viagens e Turismo, LdaEspírito Santo Viagens — Consultoria e Serviços, S.A.Espírito Santo Control S.A.Escae Consultoria, Administraçao e Empreendimento, LtdaEscopar — Sociedade Gestora de Participaçoes Sociais, S.A.ESDI Administraçao e Participaçoes LtdaEsegur — Empresa de Segurança, S.A.Esger — Empresa de Serviços e Consultoria, S.A.Espírito Santo International S.A.Espírito Santo International (BVI) S.A.Espírito Santo International BVI Paticipation S.A.E.S. International Overseas LtdEspírito Santo International Panama S.A.Esiam — Espirito Santo International Asset Management LtdEsim — Espirito Santo Imobiliário, S.A.E.S. — Espírito Santo, Mediaçao Imobiliária, S.A.Espart Madeira SGPS, Unipessoal, LdaEspart — Espirito Santo Participaçoes Financeiras, SGPS, S.A.Espírito Santo Resources LtdE.S. Resources Overseas LtdEspírito Santo Resources S.A.Espírito Santo Resources (Portugal ), S.A.Estoril IncorporatedEuroamerican Finance Corporation Inc.Euroamerican Finance S.A.Euroatlantic Realty Inc.Europe Assistance — Companhia Portuguesa de Seguros de Assistência, S.A.Fafer — Empreendimentos Turísticos e de Construçao, S.A.Fin Solutia — Consultoria de Gestao de Créditos, S.A.Fundo Espírito Santo IBERIA IGanadera Corina Campos y Haciendas, S/AGenomed, Diagnóstico de Medicina Molecular, S.A.GES Finance LtdGesfimo — Espírito Santo, Irmaos, Soc. Gestora de Fundos de
Praia do Forte Operadora de Turismo, LtdaPROIM -Empreendimentos Turísticos S.A.Property SP IncProsport, S.A.PT Prime Tradecom — Soluçoes Empresariais de Comércio Externo, S.A.Quinray Technologies Corp.Quinta D. Manuel I S.A. — Sociedade AgrícolaQuinta da Areia — Sociedade Agricola Quinta da Areia, S.A.Quinta da Foz -Empreendimentos Imobiliários S.A.Recigreen — Reciclagem e Gestao Ambiental, S.A.Recigroup — Industrias de Reciclagem, SGPS, S.A.Recipav — Engenharia e Pavimentos, Unipessoal, LdaRecipneu — Empresa Nacional de Reciclagem de Peneus, LdaRibeira do Marchante, Administraçao de Bens e Imóveis, S.A.Rio Forte, S.A.Rioforte (Portugal), S.A.Rodi — Sinks & Ideas, S.A.Rodovias do Tietê — Concessionária Rodovias do Tietê, S.A.Rua Bonita Sp. Z.o.o.Salgar Investments, SLSanta Mónica — Empreendimentos Turísticos, S.A.Saramagos S.A. Empreendimentos e ParticipaçoesSaxo Bank A/SScutvias — Autoestradas da Beira Interior , S.A.SES IberiaSeries -Serviços Imobiliários Espirito Santo, S.A.Sinergy Industry and Tecnology S.A.Sintra Empreendimentos Imobiliários, LtdaSisges, S.A. Desenvolvimento de Projectos de EnergiaSociedade de Administraçao de Bens — Casa de Bons Ares, S.A.Sociedade de Administraçao de Bens-Pedra da Nau, S.A.Sociedade de Silvicultura Monte do Arneirinho, LdaSociété Antillaise de Gestion Financiére, S.A. — SAGEFISociété Congolaise de Construction et Travaux Publiques, SARLSoguest — Sociedade Imobiliária, S.A.Soliférias — Operadores Turísticos, LdaSó Peso Restauraçao e Hotelaria, S.A.Sopol — Concessoes, SGPS, S.A.SOPRATTUTTO CAFÉ, S.A.Sotal — Sociedade de Gestao Hoteleira, S.A.Sousacamp, SGPS, S.A.Space — Sociedad Peninsular de Aviación, Comércio e Excursiones, S.A.Suliglor — Imobiliária do Sul, S.A.TA DMC, Brasil — Viagens e Turismo, S.A.Terras de Bragança Participaçoes, LtdaThe Atlantic Company (Portugal ) — Turismo e Urbanizaçao, S.A.Timeantube Comércio e Serviços de Confecçoes, LtdaTivoli Gare do Oriente — Sociedade de Gestao Hoteleira, S.A.TLCI 2 — Soluçoes Integradas de Telecomunicaçoes, S.A.Toco — Investimentos Imobiliários e Turisticos, S.A.TOP A DMC Viajes, S.A.Top Atlântico B2B — Soluçoes Empresariais de Negócios, S.A.Top Atlântico — Viagens e Turismo, S.A.Top Atlântico DMC, S.A.Transcontinental -Empreendimentos Hoteleiros, S.A.Turifonte — Empreendimentos Hoteleiros, S.A.Turistrader — Sociedade de Desenvolvimento Turístico, S.A.Unicre — Cartao Internacional de Crédito, S.A.Ushuaia -Gestao e Trading Internacional LimitedVárzea Lagoa — Sociedade Agricola Turística e ImobiliáriaViaexpresso — Concessionária de Estradas ViaExpresso da Madeira, S.A.Viameidera — Concessao Viária da Madeira, S.A.Viveiros da Herdade da Comporta — Produçao de Plantas Ornamentais, LdaYDreams — Informática, S.A.
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ESPÍRITO SANTO FINANCIAL GROUP S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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As at 31 December 2010 and 2009, the total amount of the assets and liabilities of the Group with associates orrelated companies, is as follows:
Assets Liabilities Guarantees Income Expenses Assets Liabilities Guarantees Income Expenses
Balances and transactions with the above referred entities relate mainly to loans and advances and deposits inthe scope of the banking activity of the Group.
In the scope of the distribution and operating management agreement between BES, BES Vida and CréditAgricole, BES granted BES Vida a guarantee on the return over a group of assets associated to insurance andinvestment contracts. BES recognises this guarantee on its balance sheet as a liability at fair value against theincome statement, when the expected return of assets is lower than the minimum guaranteed return to the policyholders. Based on the valuation performed as at 31 December 2010, the Group recognised a liability in the amountof euro 6.8 million (31 December 2009: nil).
During the years ended 31 December 2010 and 2009, and excluding the payment of dividends, no additionaltransactions with related parties were undertaken between the Group and its shareholders.
The costs with salaries and other benefits attributed to ESFG key management personnel, as well as thetransactions performed with ESFG key management personnel are presented in Note 12.
During the years ended 31 December 2010 and 2009, there were no transactions made with the Group pensionfunds.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 49 — SECURITISATION TRANSACTIONS
As at 31 December 2010, the outstanding securitisation transactions performed by the Group were as follows:
The main characteristics of these transactions, as at 31 December 2010, can be analysed as follows:
Designation Notes issuedIssued amount
(par value)Current amount
(par value)
Securitiesheld byESFG
(par value) Maturity date Fitch Moody’s S&P DBRS Fitch Moody’s S&P DBRSInitial Ratings Actual Ratings
(in thousands of euro)Lusitano Mortgages No. 1 plc . . . . . Class A 915 000 332 905 109 December 2035 AAA Aaa AAA — AAA Aaa AAA —
Class B 32 500 32 500 — December 2035 AA Aa3 AA — AAA Aa3 AA —Class C 25 000 25 000 3 000 December 2035 A A2 A — AA- A2 A —Class D 22 500 22 500 — December 2035 BBB Baa2 BBB — BBB+ Baa2 BBB+ —Class E 5 000 5 000 — December 2035 BB Ba1 BB — BB+ Ba1 BB+ —Class F 10 000 10 000 — December 2035 — — — — — — — —
Lusitano Mortgages No. 2 plc . . . . . Class A 920 000 351 047 5 380 December 2036 AAA Aaa AAA — AAA Aaa AAA —Class B 30 000 30 000 10 000 December 2046 AA Aa3 AA — AAA Aa3 AA —Class C 28 000 28 000 5 000 December 2046 A A3 A — A+ A3 A —Class D 16 000 16 000 — December 2046 BBB Baa3 BBB — BBB+ Baa3 BBB —Class E 6 000 6 000 — December 2046 BBB- Ba1 BB — BBB- Ba1 BB —Class F 9 000 9 000 — December 2046 — — — — — — — —
Lusitano Mortgages No. 3 plc . . . . . Class A 1 140 000 552 490 4 556 December 2047 AAA Aaa AAA — AAA Aaa AAA —Class B 27 000 20 725 — December 2047 AA Aa2 AA — AA Aa2 AA —Class C 18 600 14 277 — December 2047 A A2 A — A Baa1 A —Class D 14 400 11 053 — December 2047 BBB Baa2 BBB — BBB- Ba3 BBB —Class E 10 800 10 800 — December 2047 — — — — — — — —
Lusitano Mortgages No. 4 plc . . . . . Class A 1 134 000 616 259 8 957 December 2048 AAA Aaa AAA — AAA Aaa AAA —Class B 22 800 21 553 — December 2048 AA Aa2 AA — AA Aa2 AA —Class C 19 200 18 150 — December 2048 A+ A1 A+ — A A3 A+ —Class D 24 000 22 687 — December 2048 BBB+ Baa1 BBB+ — BB B2 BBB+ —Class E 10 200 10 200 — December 2048 — — — — — — — —
Lusitano Mortgages No. 5 plc . . . . . Class A 1 323 000 878 694 664 December 2059 AAA Aaa AAA — AAA Aaa AAA —Class B 26 600 25 494 — December 2059 AA Aa2 AA — AA A2 AA —Class C 22 400 21 469 — December 2059 A A1 A — A Baa2 A —Class D 28 000 26 836 5 271 December 2059 BBB+ Baa2 BBB — BB B3 BBB —Class E 11 900 11 900 — December 2059 — — — — — — — —
Lusitano SME No. 1 plc . . . . . . . . Class A 759 525 473 181 17 026 December 2028 AAA — AAA — BBB — AAA —Class B 40 974 40 974 — December 2028 AAA — AAA — AAA — AAA —Class C 34 073 34 073 — December 2028 BB — BB — B — BB- —Class D 28 035 28 035 28 035 December 2028 — — — — — — — —Class E 8 626 8 626 8 626 December 2028 — — — — — — — —
Lusitano Mortgages No. 6 plc . . . . . Class A 943 250 664 181 55 592 March 2060 AAA Aaa AAA — AAA Aaa AAA —Class B 65 450 65 450 58 950 March 2060 AA Aa3 AA — AA Aa3 AA —Class C 41 800 41 800 31 800 March 2060 A A3 A — A A3 A —Class D 17 600 17 600 17 600 March 2060 BBB Baa3 BBB — BBB- Baa3 BBB —Class E 31 900 31 900 31 900 March 2060 BB — BB — B — BB —Class F 22 000 22 000 22 000 March 2060 — — — — — — — —
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Designation Notes issuedIssued amount
(par value)Current amount
(par value)
Securitiesheld byESFG
(par value) Maturity date Fitch Moody’s S&P DBRS Fitch Moody’s S&P DBRSInitial Ratings Actual Ratings
(in thousands of euro)Lusitano Project Finance No. 1 plc . . . Class A 890 256 712 450 703 081 December 2037 — — AAA — — AAA —
Class B 35 610 35 610 35 610 December 2037 — — AA — — AA —Class C 39 926 39 926 39 926 December 2037 — — A — — A —Class D 23 741 23 741 23 741 December 2037 — — BBB — — BBB —Class E 11 871 11 871 11 871 December 2037 — — BB — — BB —Class F 77 696 76 473 77 696 December 2037 — — — — — — —
Lusitano Mortgages No. 7 plc . . . . . Class A 1 425 000 1 425 000 1 425 000 October 2064 — — AAA — — — AAA —Class B 294 500 294 500 294 500 October 2064 — — BBB- — — — BBB- —Class C 180 500 180 500 180 500 October 2064 — — — — — — — —Class D 57 000 57 000 57 000 October 2064 — — — — — — — —
Lusitano Leverage finance No. 1 BV. . Class A 352 000 297 669 247 305 January 2020 — — AAA — — AAA —Class C 206 800 206 800 175 956 January 2020 — — — — — — —Class X 21 850 21 850 20 633 January 2020 — — — — — — —
Lusitano SME No. 2 . . . . . . . . . . Class A 1 107 300 1 107 300 1 107 300 August 2033 — Aaa — AAA — Aaa — AAAClass B 369 100 369 100 369 100 August 2033 — A2 — A (low) — A2 — A (low)Class C 466 300 466 300 466 300 August 2033 — — — — — — — —Class D 38 900 38 900 38 900 August 2033 — — — — — — — —
As permitted by IFRS 1, the Group has applied the derecognition requirements of IAS 39 for the transactionsentered into after 1 January 2004. Therefore, the assets derecognised until that date, in accordance with the previousaccounting policies of the Group, were not restated in the balance sheet.
The assets sold in the securitization transactions Lusitano Mortgages No. 3, Lusitano Mortgages No. 4 andLusitano Mortgages No. 5, performed after 1 January 2004, were derecognised considering that the Group hastransferred substantially all the risks and rewards of ownership.
In accordance with SIC 12, the Group fully consolidates Lusitano SME No. 1 plc, Lusitano Mortgages No. 6,plc, Lusitano Project Finance No. 1 plc, Lusitano Mortgages No. 7 plc, Lusitano Leverage Finance No. 1 BV andLusitano SME No. 2, as it retains the majority of the risks and rewards associated with the activity of these SPE.Therefore, the respective assets and liabilities are included in the consolidated balance sheet of the Group. The othersecuritization vehicles are not included in the consolidated financial statements of the Group as it has not retainedthe majority of the risks and rewards of ownership.
As at 31 December 2010 and 2009 the consolidation of these entities had the following main impacts on theconsolidated balance sheet:
(1) Includes assets and liabilities measured at fair value through profit or loss and assets and liabilities hedged under a fair value hedgerelationship.
(2) Assets at acquisition cost net of impairment losses. These assets refer to equity instruments issued by non-quoted entities in relation to whichno recent transactions were identified or is not possible to estimate reliably its fair value.
The Group determines the fair value of its financial assets and liabilities in accordance with the following hierarchy:
Quoted market prices (level 1) — this category includes financial assets with available quoted market prices inofficial markets and with dealer prices quotations provided by entities that usually provide transaction prices forthese assets/liabilities traded in active markets.
Valuation models based on observable market information (level 2) — consists on the use of internal valuationtechniques, namely discounted cash flow models and option pricing models which imply the use of estimates andrequire judgments that vary in accordance with the complexity of the financial instrument. Notwithstanding, theGroup uses observable market data such as interest rate curves, credit spreads, volatility and market indexes.Includes also instruments with dealer price quotations but which are not traded in active markets.
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Valuation models based on non-observable market information (level 3) — consists on the use of internalvaluation techniques, mainly discounted cash flow models, or quotations provided by third parties but which implythe use of non-observable market information.
During 2010, there were no transfer between the different sources/ valuation models used by the Group for thevaluation of assets and liabilities.
The movements of the financial assets valued based on non-observable market information, during 2010, canbe analysed as follows:
The main assumptions and inputs used in the valuation models are presented as follows:
Interest rates curves
The short term rates presented reflect benchmark interest rates for the money market, being that for the longterm the presented values represent the swap interest rate for the respective years:
The credit spreads used by the Group on the valuation of the credit derivatives are disclosed on a daily basis byMarkit representing observations constituted for around 85 renowned international financial entities. The evolution
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of the main indexes, understood as being representative of the credit spreads behaviour in the market throughout theyear, is presented as follows:
Index Series 1 year 3 years 5 years 7 years 10 years(basis points)
Presented below are the exchange rates (European Central bank) at the balance sheet date and the impliedvolatilities (at the money) for the main currencies used on the derivatives valuation:
(a) Calculation based in EUR/USD and EUR/BRL exchange rates(b) Calculation based in EUR/USD and EUR/TRY exchange rates
Concerning the exchange rates, the Group uses in the valuation models the spot rate observed in the market atthe time of the valuation.
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Equity indexes
In the table below, is presented the evolution of the main market equity indexes and the respective volatilitiesused for the valuation of equity derivatives:
The methods and assumptions used in estimating the fair values of financial assets and liabilities measured atamortised cost in the balance sheet are analysed as follows:
Cash and deposits at central banks, Deposits with banks and Loans and advances to banks
Considering the short term nature of these financial instruments, carrying value is a reasonable estimate of itsfair value.
Loans and advances to customers
The fair value of loans and advances to customers is estimated based on the discount of the expected futurecash flows of capital and interest, assuming that the installments are paid on the dates that have been contractuallydefined. The expected future cash flows of loans with similar credit risk characteristics are estimated collectively.The discount rates used by the Group are current interest rates used in loans with similar characteristics.
Held-to-maturity investments
The fair values of these financial instruments are based on quoted market prices, when available. For unquotedsecurities the fair value is estimated by discounting the expected future cash-flows.
Deposits from central banks and Deposits from banks
Considering the short term nature of these financial instruments, carrying value is a reasonable estimate of itsfair value.
Due to customers
The fair value of these financial instruments is estimated based on the discount of the expected future cashflows of capital and interest, assuming that the instalments are paid on the dates that have been contractuallydefined. The discount rates used by the Group are the current interest rates used in instruments with similarcharacteristics. Considering that the applicable interest rates to these instruments are floating interest rates and thatthe period to maturity is substantially less than one year, the difference between fair value and book value is notsignificant.
Debt securities issued and Subordinated debt
The fair value of these instruments is based on market prices, when available. When not available, the Groupestimates its fair value by discounting the expected future cash-flows.
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NOTE 51 — RISK MANAGEMENT
A qualitative outlook of the risk management at the Group is presented below:
• Credit risk;
• Market risk;
• Liquidity risk;
• Operational risk.
Credit risk
Credit risk represents the potential financial loss arising from the failure of a borrower or counterparty tohonour its contractual obligation. Credit risk is essentially present in traditional banking products — loans,guarantees granted and contingent liabilities — and in trading products — swaps, forwards and options(counterparty risk). Regarding credit default swaps, the net exposure between selling and buying positions inrelation to each reference entity, is also considered as credit risk to the Group. The credit default swaps areaccounted for at fair value in accordance with the accounting policy described in Note 2.4.
Credit portfolio management is an ongoing process that requires the interaction between the various teamsresponsible for the risk management during the consecutive stages of the credit process. This approach iscomplemented by the continuous introduction of improvements in the methodologies, in the risk assessmentand control tools, as well as in procedures and decision processes.
The risk profile of ESFG Group’s credit portfolios is analysed on a regular basis by the risk committees at thesubsidiary level. In these meetings the Committees monitor and analyses the risk profile of the Group entities underfour major perspectives: evolution of credit exposures, monitoring of credit losses, capital allocation andconsumption and control of risk adjusted return.
ESFG Group credit risk exposure is analysed as follows:
(1) Internal scale established by the Group. The lower the number / letter the better is the rating
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Market Risk
Market risk is the possible loss resulting from an adverse change in the value of a financial instrument due tofluctuations in interest rates, foreign exchange rates or share prices.
The market risk management is integrated with the balance sheet management through the Asset and LiabilityCommittee (ALCO) at the Group entities level. These committees are responsible for defining policies for thestructuring and composition of the balance sheet, and for the control of exposures to interest rate, foreign exchangeand liquidity risk.
The main measure of market risk is the assessment of potential losses under adverse market conditions, forwhich the Value at Risk (VaR) valuation criteria is used. Group’s VaR model uses the Monte Carlo simulation, basedon a confidence level of 99% and an investment period of 10 days. Volatilities and correlations are historical, basedon an observation period of one year. As a complement to VaR, stress testing has been developed, allowing toevaluate the impact of potential losses higher than the ones considered by VaR.
Group has a VaR of euro 22 413 million (31 December 2009: euro 32 569 million), for its trading positions.
Interest rate risk
Following the recommendations of Basel II (Pilar 2) and Instructions n.19/2005, of the Bank of Portugal, ESFGGroup calculates its exposure to interest rate risk based on the methodology of the Bank of International Settlement(BIS), which requires the classification of non-trading balances and off-balance positions by repricing intervals.
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The sensitivity of ESFG Group to interest rate risk, measured in accordance with Instruction no. 19/2005 of theBank of Portugal, which requires the calculation of the impact of a parallel shift of 200 basis points in the interestrate curve, can be analysed as follows:
In addition, the model used to monitor the sensitivity of BES Group to interest rate risk is based on the durationmodel, and consider parallel and non parallel scenarios.
Average for the year . . . . . . . . 320 (320) 178 (178) 175 (175) 103 (103)
Maximum for the year. . . . . . . 333 (333) 189 (189) 304 (304) 165 (165)
Minimum for the year . . . . . . . 298 (298) 169 (169) 31 (31) 25 (25)
The following table presents the average balances, interest and interest rates in relation to the Group’s majorassets and liabilities categories, for the years ended 31 December 2010 and 2009.
Liquidity risk derives from the potential inability to fund assets while satisfying commitments on due dates andfrom potential difficulties in liquidating positions in portfolio without incurring in excessive losses.
The purpose of liquidity management is to maintain adequate liquidity levels to meet short, medium and longterm funding needs.
The Group prepares regulatory specific reports that allow the identification of negative mismatch and permitstheir dynamic coverage.
(1) Treasury Gap — immediate liquidity and short term interbank loans less interbank debt up to one year. A positive Treasury Gap indicatesavailable liquidity levels in excess of Group needs.
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The table below includes the amounts of assets, liabilities and off-balance sheet items with defined ordeterminate cash-flows classified by the period to maturity. In case no maturity is defined (as is for deposits,overdrafts, current accounts and commitments with third parties), the Group used behaviour model based onhistorical information, which reflect the expected maturity of the cash-flows. For the deposits with stated maturity,the Group also used also a behaviour model to estimate the expected maturity.
* This caption includes securities held by the Group which can be rediscounted with the ECB for liquidity purposes
Operational risk
Operational risk represents the risk of losses resulting from failures in internal procedures, people behaviours,information systems and external events.
To manage operational risk, it was developed and implemented a system that standardises, systematises andregulates the frequency of actions with an objective of identification, monitoring, controlling and mitigation of risk.The system is supported at organizational level by a unit within the Global Risk Department of BES, exclusivelydedicated to this task, and by representatives designated by each of the relevant departments and subsidiaries.
Capital Management and Solvency Ratio
Capital management’s main goals are (i) to allow adequate growth of activities through the generation ofenough capital to support the increase of assets, (ii) fulfilment of the minimum requirements defined by thesupervisory authorities in terms of capital adequacy and (iii) to ensure the fulfilment of the Groups strategic goals inrespect to capital adequacy matters.
The definition of the strategy to monitor and manage capital adequacy is made by the Executive Committeeand is integrated in the strategic goals of the Group.
The capital metrics are incorporated in the main management control instruments, and its monitoring is madein a permanent way, which allows a quick response in order to fulfil the defined goals.
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The Group is subject to Bank of Portugal supervision that, under the capital adequacy Directive from CE,establishes the prudential rules to be maintained by the institutions under its supervision. These rules determine aminimum solvability ratio in relation to the requirements of the assumed risks that institutions have to fulfil.
In the scope of the implementation of the new capital accord, Basel II, the Group concluded on 28 November2008 the formal application for the usage of internal models for credit risks (Foundation Internal Rating BasedApproach — IRBF) and the Standardized Approach (TSA) for operational risk. The certification process by theBank of Portugal for the use of these methodologies is at the final phase.
Currently for the purpose of the reporting to the Bank of Portugal, the Group presents the solvency ratios inaccordance with standard method for credit risk and the basic indicator method for operational risk.
The capital elements of ESFG Group are divided into: Basic Own Funds, Complementary Own Funds andDeductions, as follows:
• Basic Own Funds (BOF): This category includes the realized capital, the eligible reserves (excluding the fairvalue reserves), the retained earnings of the year, non-controlling interest and preference shares. Theunrealised losses recognised under the fair value reserve and associated with equity securities, book value ofgoodwill, intangible assets and negative actuarial deviations from employees’ benefits up to 31 December2007 are deducted in full. From 2007, 50% of the book value of investments in banking and insuranceassociates over 10% also has to be deducted.
• Complementary Own Funds (COF): Essentially incorporates the subordinated eligible debt and 45% of thepositive fair value reserve associated with equity securities. The book value of investments in banking andinsurance associates is deducted by 50% of its value.
• Deductions (D): Essentially incorporates the prudential amortisation of assets received as a recovery of non-performing loans.
Additionally, there are several rules that limit the composition of the capital basis of the Bank. The prudentialrules determine that the COF cannot exceed the BOF. Also, some components of the COF (Lower Tier II) cannotexceed 50% of the BOF.
In April 2007, Bank of Portugal issued Regulation 4/2007, which changed the rules to determine capitalrequirements. This notice changed the treatment of the investments in banking and insurance entities that began tobe deducted in 50% to the BOF and 50% to the COF. Previously, these investments were included in the deductionsmade to the total capital requirements.
In December 2008, the Bank of Portugal issued the Notice 11/2008, establishing a transitory period of fouryears, from December 2008 to December 2012, for the recognition of the actuarial gains/losses determined in 2008,deducted from the expected return of the fund plan assets for the same year.
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As at 2010 and 2009, the main movements occurred in Basic Own Funds (Tier I) are as follows:
Insurance risk — inherent risk related to the selling of insurance contracts, underwriting policy, pricing,reserving, claims management and reinsurance arrangements.
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Pricing is based on actuarial methodologies, revised on a regular basis in order to ensure a rigorous policyunderwriting and risk acceptance.
Risks underwritten that require selective acceptance are analysed centrally. Evidence of the underwritingconditions and identification of the decision maker are required.
The technical reserves, specifically the claims reserves, are analysed on a monthly basis. The adequacy of theinsurance liabilities is reviewed on a regular basis. Regarding the evaluation of reserves, new models are beingdeveloped internally by the Group’s Insurance companies based on stochastic methodologies.
The table below reflects the claims reserves development, excluding pensioners arising out from workerscompensation claims:
The development of the claims outstanding reserve, net of reinsurance
Longevity risk covers the uncertainty in the ultimate loss due to policyholders living longer than expected andcan arise for example, in annuity portfolios within the life Insurance and workmen’s compensation portfolios withinnon-life insurance.
Longevity risk is managed through pricing, underwriting policy and by regularly reviewing the mortality tablesused for pricing and establishing reserves. Where longevity is found to be improving faster than assumed in themortality tables additional reserves are established and mortality tables are updated.
Any adjustments resulting from changes in reserves estimates are reflected in current results of operations.However, because the establishment of claims reserves is an inherently uncertain process, there can be no assurancethat ultimate losses will not exceed existing claims reserves, and this risk is covered by the additional solvencycapital.
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Regarding life line of business, the main actuarial assumptions defined in each contract, are as follows:
For liability adequacy test purposes of the life business the mortality assumptions are based on best estimatesderived from portfolio experience investigations. Future cash flows are evaluated and discounted at governmentbonds rate.
For liability adequacy test purposes, the calculation of the present value of Workmen’s Compensationmathematical reserves was performed with the mortality table TV 73/77 (2009: TV 73/77) and risk free rate.
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The maximum risk exposure per event after reinsurance and after deductibles per segment and product line issummarised below:
Line of business Type of reinsurance Net retentionMaximum treaty
10 000 per disasterLife — natural disasters . . . . . . . . . . . . . . . . . Excess Of Loss 1 000 15 000 per event
NOTE 52 — BUSINESS COMBINATIONS OCCURRED IN THE PERIOD AND TRANSACTIONSWITH NON-CONTROLLING INTERESTS
Business combinations occurred in the period
Aman Bank
In April 2010, BES acquired 40% of the share capital of Aman Bank for Commerce and Investment StockCompany (Aman Bank), a privately owned Bank in Libya with registered office in Tripoli, representing a totalinvestment of euro 40.3 million. This entity is fully consolidated as BES Group took management control of AmanBank, nominating the majority of the members of the Board of Directors, the Chief Executive Officer and mainsenior management.
Founded in July 2003 and headquartered in Tripoli, Aman Bank is one of the most prestigious banks within theLibyan financial system. This acquisition is aimed at fostering access to markets in Northern Africa and in Libya inparticular.
The total investment of euro 40.3 million corresponds to an initial investment of euro 24.3 million in cash forthe acquisition of 40% of Aman Bank share capital (see Note 1) and to an additional amount of euro 16.0 millionrelated with the subscription of new shares in Aman Bank share capital increase proportional to the acquired stake(40%).
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This transaction was accounted for in accordance with IFRS 3. However, and in accordance with paragraph 45of IFRS 3, this acquisition was registered on a provisional basis, due to the lack of a final valuation of the head-quarter building of the bank included in Property and equipment. The Group has until 30 April 2011 to conclude thisprocess.
The balance sheet of Aman Bank as at 30 April 2010 is as follows:
The income and profit of Aman Bank since the date of acquisition to 31 December 2010, included in theconsolidated income statement and in the profit for the year attributable to the equity holders of the Company,amount to euro 8 630 thousand and euro 168 thousand (loss), respectively. Should have Aman Bank beenconsolidated since 1 January 2010, the Group estimates that total income would have increased by euro 5 014thousand. Profit for the year attributable to the equity holders of the Company would have increased by euro 249thousand.
The goodwill recognised as a result of this acquisition amounts to euro 15 533 thousand (see Note 30), asfollows:
The goodwill is attributable mainly to the existing client basis and to the fostering access by the Group to themarkets in which Aman Bank is active.
The Group incurred acquisition-related cost of euro 1.6 million. These costs relate mainly to external legal feesand due diligence costs and were recognised against the income statement.
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Execution Noble
In November 2010 the Group acquired 50.1% of the share capital of Execution Noble a stock-brockeragegroup incorporated in September 2003 with headquarter in London, United Kingdom.
The total investment of euro 58.0 million corresponds to an initial investment in cash for the acquisition of50.1% of Execution Holding Limited.
This transaction was accounted for in accordance with IFRS 3. However, and in accordance with paragraph 45of IFRS 3, this acquisition was registered on a provisional basis, due to fact that the transaction took place recentlyand that the Group is in the process of quantifying the fair value of the assets and liabilities acquired. The Group hasuntil 30 November 2011 to conclude this process.
The balance sheet of Execution Holding Limited as at 30 November 2010 is as follows:
The profit of Execution Noble from the acquisition date to 31 December 2011 included in the profit for the yearattributable to the equity holders of the Company, amount to euro 2 thousand. Should Execution Noble have beenconsolidated since 1 January 2010, the Group estimates that total income would have increased by euro 27 693thousand. Profit for the year attributable to the equity holders of the Company would have decreased by euro 1 349thousand.
The goodwill recognised as a result of this acquisition amounts to euro 46 046 thousand (see Note 30), asfollows:
The goodwill is attributable mainly to the existing client basis and to the fostering access by the Group to themarkets in which Execution Nobel is active.
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The Group incurred acquisition-related cost of euro 1 584 million. These costs relate mainly to external legalfees and due diligence costs, and were recognised against the income statement.
GesPastor
In December 2010 the Group acquired 100% of the share capital of GesPastor S.G.I.I.C, S.A.U., an assetmanagement company incorporated in April 1974 with headquarter in Madrid, Spain. The total investment of euro25.3 million was paid in cash.
This transaction was accounted for in accordance with IFRS 3. However, and in accordance with paragraph 45of IFRS 3, this acquisition was registered on a provisional basis, due to fact that the transaction took place recentlyand that the Group is in the process of quantifying the fair value of the assets and liabilities acquired. The Group hasuntil 31 December 2011 to conclude this process. The balance sheet of GesPastor S.G.I.I.C, S.A.U. as at31 December 2010 is as follows:
The income and net profit of Gespastor since the date of acquisition to 31 December 2010, included in theconsolidated income statement and in the profit for the year attributable to the equity holders of the Company,amount to euro 243 thousand and euro 4 thousand, respectively. Should have Gespastor been consolidated since1 January 2010, the Group estimates that total income would have increased by euro 10 027 thousand. Profit for theyear attributable to the equity holders of the Company would have increased by euro 74 thousand.
The goodwill recognised as a result of this acquisition amounts to euro 19 000 thousand (see Note 30), asfollows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The goodwill is attributable mainly to the existing client basis and to the fostering access by the Group to themarkets in which Gespastor is active.
The Group incurred acquisition-related cost of euro 309 million. These costs relate mainly to external legalfees and due diligence costs, and were recognised against the income statement.
Pastor Vida
In December 2010, Companhia de Seguros Tranquilidade acquired 50% of the share capital of Pastor VidaS.A. de Seguros y Reaseguros (“Pastor Vida”), a life insurance company, with the purpose of fostering access tomarkets in Spain. This entity is fully consolidated as ESFG Group took management control of Pastor Vida.
The total investment of euro 79.6 million corresponds to an initial investment of euro 16 million in cash and toan additional amount of euro 63.6 million related to deferred and contingent considerations, in the amount of euro42.7 million and euro 20.9 million, respectively.
The acquisition of Pastor Vida was accounted for in accordance with IFRS 3. However, and in accordance withparagraph 45 of IFRS 3, this acquisition was registered on a provisional basis, due to fact that the transaction tookplace recently and that the Group is in the process of quantifying the fair value of the assets and liabilities acquired.The Group has until 31 December 2011 to conclude this process.
As at 31 December 2010, the balance sheet of Pastor Vida to be included in the ESFG Group consolidatedfinancial statements can be analysed as follows:
The revenue and profit of Pastor Vida was not included in the consolidated revenue and consolidated profit, asthe acquisition date refers to 31 December 2010. Should have Pastor Vida been consolidated since 1 January 2010,the Group estimates that total income would have increased by euro 32 787 thousand. Profit for the year attributableto the equity holders of the Company would have increased by euro 3 113 thousand.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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The goodwill recognised as a result of this acquisition amounts to euro 23 110 thousand, as follows:
The goodwill is attributable mainly to the growth potential of the market where Pastor Vida operates.
The fair value of recognised identifiable assets acquired and liabilities assumed includes the amount ofeuro 66 520 euro related to the present value of the business in force acquired related to life insurance contracts. Thisasset will be amortised over the remaining lifetime of the contracts.
The deferred consideration corresponds to the net present value of an undiscounted amount of euro 50 829thousand payable on 31 December of 2014.
The contingent consideration arrangement requires the Group to pay the former owners up to a maximumundiscounted amount of euro 38 million depending on the accomplishment of the business plan. The fair value ofthe contingent consideration arrangement of euro 20.9 million was estimated based on a probability scenario of91% to the accomplishment of the business plan. The contingent consideration will be paid on 2014 and 2019.
Transactions with non-controlling interest
During the year ended 31 December 2010 (i) following the acquisition by ESFG of an additional 0.82% of theshare capital of BES for euro 33 259 thousand in cash and (ii) the dilution resulting from the sale by BES of theSIBA shares for euro 2 952 thousand, ESFG increased its economic interest in BES to 30.13%. These transactionswere accounted for in accordance with the accounting policy described in Note 2.2 as a transaction with equityholders in their capacity as equity holders. Therefore, the difference between the net consideration paid and the non-controlling interests acquired, in the amount of euro 12 309 thousand as detailed below, was recognised in equity.
The balance of the components of other comprehensive income, namely the fair value reserve and foreignexchange differences were reallocated in order to reflect the new percentage held.
The impact of this transaction with the non-controlling interest is as follows:
Increase in equity resulting from the acquisition of 0.82% of BES shares . . . . . . . . . . . . . (13 341)Decrease in equity resulting from the dilution associated with the sale of SIBA shares . . . 1 032
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAS AT 31 DECEMBER 2010 AND 2009 — (Continued)
(Amounts expressed in thousands of euro, except when indicated)
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NOTE 53 — RECENTLY ISSUED PRONOUNCEMENTS
Note 53.1 — Recently issued pronouncements already adopted by the Group
In the preparation of the consolidated financial statements for the year ended 31 December 2010, the Groupadopted the following standards and interpretations that are effective since 1 January 2010:
IFRS 1 (amendment) — First time adoption of IFRS and IAS 27 — Consolidated and Separate FinancialStatements
The amendments of IFRS 1 First time adoption of IFRS and IAS 27, Consolidated and Separate FinancialStatements are effective for periods beginning on or after 1 July 2009.
These amendments allow first-time adopters to use a deemed cost of either fair value or the carrying amountunder previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlledentities and associates in the separate financial statements.
The Group does not expect any impact on its financial statements from the adoption of these amendments.
IFRS 3 (revised) — Business Combination and IAS 27 (amendment) — Consolidated and SeparateFinancial Statements
The International Accounting Standards Board (IASB) issued in January 2008, IFRS 3 (revised) BusinessCombination and an amendment to IAS 27 Consolidated and Separate Financial Statements.
The main changes the revised IFRS 3 and amended IAS 27 will make to existing requirements or practicerelate to (i) partial acquisitions, whereby non-controlling interests (previously named minority interest) can bemeasured either at fair value (implying full goodwill recognition against non-controlling interests) or at theirproportionate interest in the fair value of the net identifiable assets acquired (which is the original IFRS 3requirement); (ii) step acquisitions whereby, upon acquisition of a subsidiary and in determining the resultinggoodwill, any investment in the business held before the acquisition is measured at fair value against the incomestatement; (iii) acquisition-related costs, which must generally, be recognised as expenses (rather than included ingoodwill); (iv) contingent consideration which must be recognised and measured at fair value at the acquisitiondate, subsequent changes in fair value being recognised in the income statement (rather than by adjusting goodwill);and (v) changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control which arerequired to be accounted for as equity transactions.
Additionally, IAS 27 was amended to require that an entity attributes a share of the accumulated loss of asubsidiary to the non-controlling interests, even if this results in the non-controlling interests having a deficitbalance, and to specify that, upon losing control of a subsidiary, an entity measures any non-controlling interestsretained in the former subsidiary at its fair value, determined at the date the control is lost.
The adoption of these amendments is mandatory since 1 January 2010. The business combinations and thetransactions with non-controlling interests that took place in 2010 were accounted for already following therequirements of IFRS 3 (2008) and IAS 27 (2008).
IFRS 5 (amended) — Non-current Assets Held for Sale and Discontinued Operations
This amendment clarifies the disclosure requirements of the standard regarding non-current assets (or groups)held for sale or discontinued operations.
The adoption of this amendment had no significant impact in the Group financial statements.
The International Accounting Standards Board (IASB) issued an amendment to IAS 39 Financial Instruments:recognition and measurement — Eligible hedged items, which is mandatory for periods beginning on or after 1 July2009.
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(Amounts expressed in thousands of euro, except when indicated)
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This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows iseligible for designation should be applied in particular situations.
The adoption of this amendment by the Group had no impact on its financial statements.
IFRIC 12 — Service concession arrangements
The International Financial Reporting Interpretations Committee (IFRIC) issued in July 2007 the IFRIC 12 —Service concession arrangements, effective 1 January 2008. Earlier application is permitted. The endorsement ofthis interpretation by the European Union occurred only in 2009 and therefore it is only applicable to the Groupfrom 1 January 2010.
IFRIC 12 applies to service concession arrangements in which the public sector (i) controls or regulates theservices provided by the operator and (ii) controls any significant residual interest in the infrastructure.
The adoption of this interpretation by the Group had no significant impact on its financial statements.
IFRIC 17 — Distributions of non-cash assets to owners
The IFRIC 17 Distributions of non-cash assets to owners is effective on for periods beginning on or after 1 July2009.
This interpretation clarifies the accounting treatment of distributions of non-cash assets to owners. Thisinterpretation clarifies that an entity should measure the distribution of non-cash assets at the fair value of the assetsto be distributed and that the difference between the fair value of the net assets distributed and the respectivecarrying amount is recognised in the income statement.
The adoption of this interpretation by the Group had no impact on its financial statements.
IFRIC 18 — Transfers of assets from customers
The IFRIC 18 Transfers of assets from customers is effective for periods beginning on or after 1 July 2009.
This interpretation clarifies the requirements for agreements in which an entity receives from a customer anitem of property, plant and equipment that the entity must then use either to connect the customer to a network or toprovide the customer with ongoing access to a supply of goods or services.
The interpretation clarifies:
• the circumstances in which the definition of an asset is met;
• the recognition of the asset and the measurement of its cost on initial recognition;
• the identification of the separately identifiable services (one or more services in exchange for thetransferred asset);
• the recognition of revenue; and
• the accounting for transfers of cash from customers.
The adoption of this interpretation by the Group had no impact on its financial statements.
Annual Improvement Project
In May 2008, IASB published the Annual Improvement Project making certain amendments to existingstandards, missing to be adopted by the Group the following amendment. The amendments with effects to the Groupin 2010 are as follows:
-Amendment to IFRS 5 Non-current assets held for sale and discontinued operations, effective for periodsbeginning on or after 1 July 2009. This amendment clarifies that all of a subsidiary’s assets and liabilities areclassified as held for sale if a partial disposal sale plan results in loss of control.
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(Amounts expressed in thousands of euro, except when indicated)
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The adoption of this amendment by the Group had no impact on its financial statements.
Note 53.2 — Recently issued pronouncements yet to be adopted by the Group
The new standards and interpretations that have been issued, but that are not yet effective and that the Grouphas not yet applied, are analysed below. The Group will apply these standards when they are effective.
IFRS 9 — Financial Instruments
The International Accounting Standards Board (IASB) has issued in November 2009 IFRS 9 — FinancialInstruments part 1: Classification and measurement which contains requirements for financial assets. Requirementsfor financial liabilities were added to IFRS 9 in October 2010. IFRS 9 is mandatory from 1 January 2013, being anearlier adoption permitted. This IFRS has not yet been adopted by the European Union.
This IFRS is included in the IASB global project to replace IAS 39 and addresses the classification andmeasurement of financial assets and financial liabilities, being the main aspects:
• Financial assets are required to be classified into two measurement categories: those to be measuredsubsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to bemade at initial recognition. The classification depends on the entity’s business model for managing itsfinancial instruments and the contractual cash flow characteristics of the instrument;
• An instrument is subsequently measured at amortised cost only if it is a debt instrument and both theobjective of the entity’s business model is to hold the asset to collect the contractual cash flows, and theasset’s contractual cash flows represent only payments of principal and interest (that is, it has only ‘basicloan features’). All other debt instruments are to be measured at fair value through profit or loss;
• All equity instruments issued by third parties are to be measured subsequently at fair value through profit orloss. However, the entity can irrevocably elect equity instruments to recognize unrealised and realised fairvalue gains and losses through other comprehensive income rather than profit or loss. There is to be norecycling of fair value gains and losses to profit or loss. This election may be made on aninstrument-by-instrument basis. Dividends are to be presented in profit or loss;
• Own credit amount for financial liabilities an entity chooses to measure at fair value must be recognised inother comprehensive income.
The Group is evaluating the impact of adopting this interpretation on its financial statements.
On October 2010 the International Accounting Standards Board (IASB) published Disclosures — Transfers ofFinancial Assets (Amendments to IFRS 7). The amendment is applicable for annual periods beginning on or after1 July 2011. Earlier application is permitted. This amendment has not yet been adopted by the European Union.
The amendments required to disclosures about transactions that involve transfer of financial assets, namelysecuritizations of financial assets, intend to help users of financial statements to evaluate the risks and the impactsassociated to those transactions in the financial statements.
The Group is currently evaluating the impact of the adoption of this amendment.
IAS 24 (revised) — Related party disclosures
On November 2009 the International Accounting Standards Board (IASB) published Related PartyDisclosures (IAS 24 revised). The amendment is applicable for annual periods beginning on or after 1 January2011. Earlier application is permitted. This amendment has not yet been adopted by the European Union.
The revised standard clarifies and simplifies the definition of related party and the requirement for State relatedentities to disclose in detail all transactions with the State and other similar entities.
The Group is currently evaluating the impact of the adoption of this amendment.
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(Amounts expressed in thousands of euro, except when indicated)
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IAS 32 (amendment) — Classification of Rights Issues
On 8 October 2009 the International Accounting Standards Board (IASB or the Board) publishedClassification of Rights Issues (Amendment to IAS 32). The amendment is applicable for annual periods beginningon or after 1 February 2010. Earlier application is permitted.
This amendment addresses the accounting for rights issues (rights, options or warrants) that are denominatedin a currency other than the functional currency of the issuer and requires that rights, options or warrants to acquire afixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments if theentity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments.
The Group does not expect any impact in its consolidated financial statements from the adoption of thisamendment.
IFRIC 14 (Amended) — Prepayments of a minimum funding requirement
This amendment intends to remove an unintended consequence of IFRIC 14 — “IAS 19 —The Limit on aDefined Benefit Asset, Minimum Funding Requirements and their Interaction”. The amendments apply in limitedcircumstances: when an entity is subject to minimum funding requirements and makes an early payment ofcontributions to cover those requirements. The amendments permit such an entity to treat the benefit of such anearly payment as an asset.
The amendment is applicable for annual periods beginning on or after 1 January 2011. Earlier application ispermitted. An entity shall apply the amendments from the beginning of the earliest comparative period presented inthe first financial statements in which the entity applies this Interpretation.
The Group is currently evaluating the impact of the adoption of this amendment.
IFRIC 19 — Extinguishing Financial Liabilities with Equity Instruments
On 26 November 2009 the International Accounting Standards Board (IASB) published IFRIC Interpretation19 Extinguishing Financial Liabilities with Equity Instruments. The interpretation is applicable for annual periodsbeginning on or after 1 July 2010. Early application is permitted.
The IFRIC noted that there was diversity in practice in how entities measured an equity instruments issued in adebt for equity swap. A ‘debt for equity swap’ transaction normally refers to a transaction in which a debtor and acreditor renegotiate the terms of a financial liability, such that the debtor extinguishes the liability fully or partiallyby issuing equity instruments to the creditor.
The interpretation clarifies (i) when an entity’s equity instruments issued to extinguish all or part of a financialliability corresponds to ‘consideration paid’ in accordance with IAS 39 paragraph 41, (ii) how should an entityinitially measure the equity instruments issued to extinguish the financial liability and (iii) how should an entityaccount for any difference between the carrying amount of the financial liability extinguished and the initialmeasurement amount of the equity instruments issued.
The Group is currently evaluating the impact of the adoption of this interpretation.
NOTE 54 — SUBSEQUENT EVENTS
At the end of October, Banco Espirito Santo has obtained a formal approval from the Venezuelan authorities toopen a branch in the country where it has been 17 years through a Representative Office. This initiative is part of thestrategy and business model that BES Group has pursued in the international dimension, by expanding its activitiesfor markets with cultural and economic affinities with Portugal. In this context, the Venezuelan market having asignificant Portuguese community, assumes a particular relevance. With the establishment of the Branch and thedevelopment of banking in the form of universal banking, the Group intends to focus its activity on the naturalmarket of the Portuguese community resident in this country and in big companies and institutions. In mid January
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(Amounts expressed in thousands of euro, except when indicated)
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2011 the administrative process was completed and the Branch will start operating, predictably, during the thirdquarter of 2011.
In 26 October 2010, Banco Espírito Santo announced an agreement to acquire, through BES Africa SGPS, SA,a stake of 25.1% in Moza Banco SA, for the amount of euro 7.1 million, with the simultaneous share capitalincrease, that BES will subscribe at the equivalent percentage of the share capital acquired (25.1%), representing atotal investment of euro 8.1 million. The operation took place on 20 January 2011, and from that date Moza Bancobecame an associate of BES Group.
During February 2011 there was a climate of political and social instability throughout North Africa and Libya,where is located Aman Bank, entity on which the Group holds a 40% stake. The value of the investment amounts toeuro 40.3 million as disclosed in Note 52. BES Group is closely monitoring the evolution of the situation in Libya.
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(Amounts expressed in thousands of euro, except when indicated)
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Printed by RR Donnelley,U10907
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