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2006<br />

<strong>BPM</strong> <strong>Group</strong><br />

Social Responsibility Report


THE VALUE OF WORKING TOGETHER<br />

Interpretation, conception, action. The process with<br />

which projects are carried out is the same as ever.<br />

At various points in this process <strong>BPM</strong> has always<br />

advised in<strong>di</strong>viduals and businesses, financed and put<br />

them in contact.<br />

The real strategic resource for <strong>BPM</strong> <strong>Group</strong> is its<br />

continuous and constant exchange with Customers,<br />

Members, Personnel and all its Stakeholders: in this<br />

way action becomes joint action.


CONTENTS<br />

7 Methodology<br />

8 Evolution of <strong>BPM</strong> <strong>Group</strong>’s Social Reporting Activity<br />

11 <strong>BPM</strong> GROUP IDENTITY<br />

15 <strong>Group</strong> Profi le<br />

27 Mission, Gui<strong>di</strong>ng Principles and Strategies<br />

45 Governance<br />

71 <strong>BPM</strong> GROUP ECONOMIC REPORT<br />

73 Key fi nancial highlights<br />

76 Value Added<br />

81 <strong>BPM</strong> GROUP SOCIAL POLICIES REPORT<br />

83 Stakeholders of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

85 Customers<br />

107 Members and Shareholders<br />

127 Personnel<br />

141 Suppliers<br />

147 Community<br />

155 Environment<br />

159 Communications<br />

163 GROUP BANKS AND PRINCIPAL COMPANIES<br />

180 GLOSSARY<br />

Prepared by the General Affairs Offi ce<br />

of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

Layout and art <strong>di</strong>rection<br />

Ology adv - Agema <strong>Group</strong> - Milan<br />

Consultancy and graphic <strong>di</strong>rection<br />

Gilberto Cappelletti<br />

Methodology and procedural assistance<br />

Stu<strong>di</strong>o Badalotti for Bilancio Sociale S.r.l.<br />

Printing<br />

Grafi che Agema S.p.A. - Milan<br />

It is forbidden to reproduce either in full or in part the text<br />

and images contained in this report.<br />

Further information about this document,<br />

which may also be downloaded from the website:<br />

www.bpm.it,<br />

can be obtained by contacting the General Affairs Offi ce of<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> or by e-mailing:<br />

bilanciosociale2006@bpm.it


<strong>BPM</strong> GROUP<br />

SOCIAL RESPONSIBILITY<br />

REPORT<br />

2006<br />

I am pleased to present to you the fourth e<strong>di</strong>tion<br />

of <strong>BPM</strong> <strong>Group</strong>’s<br />

Social Responsibility Report.<br />

This year we once again confi rm our commitment<br />

to reporting our Company activities<br />

for the benefi t of our various Stakeholders and<br />

areas which we serve.<br />

Roberto Mazzotta<br />

Chairman<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

5


Methodology<br />

The form and content of this document refer to<br />

the “Guidelines for the Preparation of Social<br />

Responsibility Reports” drawn up in 2001 by GBS<br />

(the Social and Environmental Accounting Study<br />

<strong>Group</strong>) and to the “Manual for the Preparation<br />

of Social Responsibility Reports by the Banking<br />

Sector” (2001) published by ABI (the Italian Banking<br />

Association), thereby ensuring the quality of<br />

reporting and the associated information.<br />

Structure of the document<br />

This document is organised in three sections:<br />

• Identity – describes the <strong>BPM</strong> <strong>Group</strong>’s profile,<br />

its mission, gui<strong>di</strong>ng principles and results of the<br />

2004-2006 Strategic Plan, the 2007-2009 Strategic<br />

Plan and the Parent Bank’s model of co- operative<br />

governance and governance of the <strong>Group</strong>;<br />

• Economic Report – presents some of the <strong>Group</strong>’s<br />

key financial highlights and the calculation and<br />

<strong>di</strong>stribution of Value Added.<br />

• Social Policies Report – describes the various<br />

social relationships and policies that <strong>Banca</strong><br />

<strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>, the Parent Bank, maintains<br />

with its <strong>di</strong>fferent types of stakeholders, stressing<br />

their consistency with the mission, principles and<br />

strategies <strong>di</strong>scussed in the section on “Identity”.<br />

This section of the report also <strong>di</strong>scusses the process<br />

of obtaining feedback and also contains a report on<br />

the commitments made in the 2005 e<strong>di</strong>tion of the<br />

Social Responsibility Report.<br />

As in past e<strong>di</strong>tions, a final section of the report<br />

describes the activities and key economic and<br />

social information relating to the <strong>Group</strong>’s banks and<br />

principal product companies.<br />

Scope of reporting and information<br />

The 2006 Social Responsibility Report refers to <strong>BPM</strong><br />

<strong>Group</strong>, as in<strong>di</strong>cated in the Consolidated Financial<br />

Statements of the <strong>Group</strong>. Unless otherwise<br />

specified, the economic and financial information<br />

and figures refer to those contained in the<br />

aforementioned Consolidated Financial Statements<br />

and mainly to 2005 and 2006.<br />

To take into account the changes made within the<br />

scope of consolidation and in order to guarantee<br />

better comparability between the data, the fi gures<br />

as at 31 December 2005 of <strong>BPM</strong> <strong>Group</strong> have been<br />

restated on a pro-forma basis. We point out that<br />

as at 31 December 2005, Bipiemme Vita and<br />

Ultrame<strong>di</strong>ass were consolidated accor<strong>di</strong>ng to the<br />

line-by-line method and that as at 31 December<br />

2006 were no longer within the line-by-line scope of<br />

consolidation following:<br />

• the conclusion of a bankinsurance agreement<br />

with FonSai <strong>Group</strong> whereby 50% of the share<br />

capital of Bipiemme Vita was transferred to <strong>Milano</strong><br />

Assicurazioni;<br />

• the merger through incorporation of Ultrame<strong>di</strong>ass<br />

(a company already entirely controlled by Bipiemme<br />

Vita) into Bipiemme Vita.<br />

This report also has been updated to include the<br />

key events that took place after the end of the 2006<br />

fi nancial year.<br />

Terminology<br />

A glossary of the specialist terms contained in this<br />

report can be found at the end of this document.<br />

Please note that the term <strong>BPM</strong> refers to the Parent<br />

Bank <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>.<br />

7


Evolution of <strong>BPM</strong> <strong>Group</strong>’s<br />

Social Reporting Activity<br />

<strong>BPM</strong> <strong>Group</strong> launched its social reporting activity<br />

with the publication of the 2003 Social Policies<br />

Report through which it has been able to:<br />

• refl ect on the <strong>Group</strong>’s mission and clearly identify<br />

the guidelines and values essential to achieving<br />

said mission;<br />

• take a critical look at the path followed in past<br />

years in order to identify the main lines of strategy<br />

that can be further pursued as well as guidelines for<br />

the future;<br />

• highlight the elements of “responsible<br />

management” naturally present in rules of<br />

governance and in relations with stakeholders.<br />

Communication activity<br />

The 2003 Social Policies Report and a letter of<br />

presentation from the Chairman were <strong>di</strong>stributed<br />

to all <strong>Group</strong> employees and to Branches to <strong>di</strong>vulge<br />

to their Customers. The Report was presented to<br />

the Members’ Associations and handed out to<br />

Shareholders atten<strong>di</strong>ng the Shareholders’ Meeting<br />

of 24 April 2004 approving the fi nancial statements.<br />

<strong>BPM</strong> <strong>Group</strong> continued its reporting endeavours<br />

by issuing its 2004 Social Responsibility Report,<br />

which was designed to give greater visibility to the<br />

Bank’s contributions to business growth and within<br />

<strong>di</strong>fferent facets of the community. More specifi cally<br />

the report aimed to highlight the uniqueness and<br />

strong-points of the co-operative governance model<br />

adopted by <strong>BPM</strong> and its ability to bring together the<br />

needs of various stakeholders.<br />

This was made possible by:<br />

• analysing in-depth each stakeholder of the Parent<br />

Bank and developing the lines of strategy described<br />

in the 2003 Social Policies Report in light of the<br />

2004-2006 Strategic Plan;<br />

• identifying the performance in<strong>di</strong>cators able to<br />

representation<br />

of relationships<br />

8 � social responsibility report<br />

intensity of relationships<br />

social responsibility<br />

report t<br />

social responsibility<br />

report t+1<br />

certainty<br />

of relationships<br />

measure the commitments made and report the<br />

improvements achieved;<br />

• preparing a base of instruments and methods<br />

to develop stable feedback activities with the<br />

stakeholders of the Parent Bank.<br />

Communication activity<br />

In June 2005 the Chairman presented stakeholders<br />

with the 2004 Social Responsibility Report. The<br />

presentation was held in the Sala delle Colonne<br />

room of the Milan headquarters in Piazza Meda.<br />

In attendance were the CENSIS General Secretary,<br />

Mr. Giuseppe De Rita, the General Director of<br />

Assolombarda, Mr. Roberto Polli, the General<br />

Secretary of the Milan Chamber of Labour, Mr.<br />

Giorgio Riolo, and the Director of Casa della Carità<br />

Father Virginio Colmegna.<br />

The report was also <strong>di</strong>stributed to the Shareholders<br />

atten<strong>di</strong>ng the Shareholders’ Meeting of 23<br />

April 2005 approving the fi nancial statements.<br />

In ad<strong>di</strong>tion, along with the report, a letter of<br />

presentation from the Chairman and a satisfaction/<br />

suggestion card were sent to all <strong>Group</strong> employees,<br />

and all the Branches for <strong>di</strong>stribution to their<br />

Customers. A copy of the complete document<br />

appears on the Bank’s website and may be<br />

downloaded and/or consulted in full or section-bysection.<br />

The 2005 Social Responsibility Report refi nes the<br />

social reporting process of <strong>BPM</strong> <strong>Group</strong> and expands<br />

on its contents with:<br />

• information about feedback activities involving the<br />

Parent Bank’s stakeholders and the measures taken<br />

in respect of the commitments made;<br />

• a description of the measures taken to enact the<br />

2004-2006 Strategic Plan;<br />

• more information about the <strong>Group</strong>’s banks and<br />

companies.<br />

The 2005 Social Responsibility Report also marks<br />

the start of a project that envisages greater<br />

social responsibility and aims to improve the<br />

overall quality of relations with stakeholders.<br />

Three characteristics have been identifi ed for<br />

describing the quality of relationships: intensity,<br />

representation and certainty:<br />

– the intensity of relationships is increased through<br />

the process of feedback and <strong>di</strong>alogue with the<br />

various stakeholders and through projects capable<br />

of developing the Bank’s links with the local area in


order to boost its ability to interpret local economic<br />

and social needs;<br />

– the representation of relationships<br />

(accountability) is improved both by applying<br />

performance in<strong>di</strong>cators that are better at measuring<br />

the achievement of strategic social responsibility<br />

objectives and by defi ning and satisfying the<br />

information requirements of the various types of<br />

stakeholders;<br />

– the certainty of relationships is increased through<br />

projects that help make the Bank’s conduct clear<br />

and transparent in respect of those dealing with it.<br />

For each of these <strong>BPM</strong> has identifi ed specifi c<br />

projects that develop the <strong>Group</strong>’s social<br />

responsibility activities.<br />

Communication activity<br />

In September 2006, the Chairman presented the<br />

2005 Social Responsibility Report to stakeholders<br />

during the inauguration of the “Centro Servizi <strong>BPM</strong>”<br />

Au<strong>di</strong>torium attended by Car<strong>di</strong>nal Dionigi Tettamanzi<br />

as well as the Director of A.A.Ster, Mr. Aldo Bonomi,<br />

the President of Assolombarda, Ms. Diana Bracco,<br />

and the Secretary General of the Milan Chamber of<br />

Labour, Mr. Onorio Rosati.<br />

The report was sent out to all the Branches to in<br />

turn be <strong>di</strong>stributed to Customers. The employees<br />

of the <strong>Group</strong> however received a summary report<br />

containing a presentation by the Director of<br />

Resources and Contractual Policies together with a<br />

satisfaction/suggestions card.<br />

The complete document appears on the Bank’s<br />

website and may be downloaded and/or consulted<br />

in full or section-by-section.<br />

<strong>BPM</strong> <strong>Group</strong>’s 2006 Social Responsibility Report<br />

continues the social responsibility project aimed<br />

at transparent reporting and better relations with<br />

stakeholders. In particular, the Report:<br />

• describes the results of the feedback activity the<br />

Parent Bank engages in annually with stakeholders;<br />

• reports the measures taken with respect to the<br />

commitments made with the various types of<br />

stakeholders, redefi ning those for future years;<br />

• describes the results achieved by the <strong>Group</strong> by<br />

virtue of the 2004 – 2006 Strategic Plan;<br />

• sets out the guidelines of the new 2007-2009<br />

Strategic Plan;<br />

• launches the TERRITORIAL WORKSHOP project to<br />

support competitive and sustainable development<br />

of the community and territories within which it is<br />

present.<br />

Governance of Corporate Social Responsibility<br />

The social reporting activity carried on from 2003<br />

until today has enabled the <strong>Group</strong> to identify a<br />

model for governing corporate social responsibility<br />

involving the creation of a specifi c management<br />

team charged with co-or<strong>di</strong>nating the contributions<br />

and thoughts of the various company departments<br />

concerning responsible management and with<br />

checking the results achieved. This will make<br />

it possible to achieve, with understan<strong>di</strong>ng and<br />

graduality the “voluntary integration of social and<br />

environment aspects in all commercial dealings and<br />

relationships with all parties concerned”0. 1 .<br />

On the basis of constant improvement, this model of<br />

governance will seek to achieve a system of social<br />

responsibility that is an integral part of the process<br />

of defining the <strong>Group</strong>’s general strategies that will<br />

help, with specific actions, to improve the quality of<br />

relationships with stakeholders.<br />

Corporate Social Responsibility will also aim<br />

gradually to involve the Bank’s <strong>di</strong>fferent functions<br />

and to co-or<strong>di</strong>nate the various company initiatives in<br />

progress in this area: the preparation of the Social<br />

Responsibility Report, the process of obtaining<br />

stakeholder feedback and the relationships with<br />

Italian social responsibility networks.<br />

1 COMMISSION OF THE EUROPEAN COMMUNITIES – GREEN<br />

PAPER, Promoting a European framework for Corporate Social<br />

Responsibility – Brussels, 18/07/2001<br />

9


The value of working together. For economic, civil and social development.


<strong>BPM</strong> <strong>Group</strong><br />

identity<br />

The identity of the <strong>BPM</strong> <strong>Group</strong> is the expression<br />

of its way of being, meaning its business,<br />

organisational characteristics, people who<br />

work for it, the gui<strong>di</strong>ng principles behind its<br />

management and cultural model.<br />

This Identity reveals the <strong>Group</strong>’s <strong>di</strong>stinguishing<br />

traits that characterise its uniqueness.<br />

11


<strong>BPM</strong> GROUP IDENTITY<br />

13 <strong>Group</strong> fi gures<br />

15 GROUP PROFILE<br />

16 Evolution of the <strong>BPM</strong> <strong>Group</strong>: key dates<br />

18 <strong>BPM</strong> <strong>Group</strong> structure<br />

20 • Principal subsi<strong>di</strong>aries<br />

22 • Principal equity investments<br />

24 Distribution network<br />

27 MISSION, GUIDING PRINCIPLES AND STRATEGIES<br />

28 Mission<br />

28 Gui<strong>di</strong>ng principles<br />

30 <strong>BPM</strong> <strong>Group</strong> Strategic Plan<br />

45 GOVERNANCE<br />

46 The Parent Bank’s system of co-operative governance<br />

49 • General Meetings<br />

52 • Board of Directors<br />

56 • Other Governing and Supervisory Bo<strong>di</strong>es<br />

60 • Rules of Governance<br />

62 • Management structure<br />

66 Governance of the <strong>Group</strong><br />

68 System of Internal Controls over the <strong>Group</strong>


<strong>Group</strong> fi gures 1<br />

(in thousands of euro)<br />

Volume of business<br />

2006<br />

2005<br />

Pro-forma<br />

Loans 26,312,649 22,585,310<br />

Direct deposits* 29,354,399 24,612,847<br />

Assets under management** 20,729,355 20,439,253<br />

Assets under administration 18,884,318 16,655,183<br />

* include amounts due to Customers, debt securities in issue and<br />

fi nancial liabilities designated at fair value through profi t and<br />

loss. .<br />

** at market value and net of any duplications.<br />

<strong>Group</strong> Customers<br />

2006<br />

In<strong>di</strong>viduals 1,166,000 1,176,000<br />

Companies 143,000 143,600<br />

Entities and Associations 13,000 10,500<br />

(in thousands of Euros)<br />

Income statement<br />

2006<br />

2005<br />

Pro-forma<br />

Operating income<br />

Operating<br />

1,764,675 1,551,657<br />

profi t<br />

Profi t from current<br />

operations<br />

695,120 513,720<br />

before tax<br />

Net profi t for the year<br />

pertaining<br />

637,402 412,376<br />

to the Parent Bank 398,680 258,980<br />

The fi gures refer to a duly reclassifi ed format of the income<br />

statement so as to guarantee a clearer picture of performance and<br />

full compliance with normal market practices. The line items have<br />

been grouped or reclassifi ed among the same.<br />

<strong>Group</strong> personnel 2<br />

Managers Officials Other employees Total<br />

2006 2005 2006 2005 2006 2005 2006 2005<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> 97 108 2,334 2,346 3,884 3,947 6,315 6,401<br />

<strong>Banca</strong> <strong>di</strong> Legnano S.p.A. 13 15 317 307 478 468 808 790<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria 10 7 160 162 406 411 576 580<br />

<strong>Banca</strong> Akros S.p.A. 25 25 112 109 107 107 244 241<br />

Bipiemme Gestioni SGR S.p.A. 9 10 43 42 58 58 110 110<br />

We@Service S.p.A. 4 4 33 31 41 41 78 76<br />

Bipiemme Private Banking SIM S.p.A. 4 4 43 41 19 9 66 54<br />

<strong>BPM</strong> Ireland Plc. 1 1 0 1 6 6 7 8<br />

Bipiemme Immobili S.p.A. 0 1 4 2 3 5 7 8<br />

Other companies 2 1 6 5 58 57 66 63<br />

Total 165 176 3,052 3,046 5,060 5,109 8,277 8,331<br />

1<br />

We point out that in order to take into account the changes in the scope of consolidation and to ensure better comparability of data, the<br />

fi gures as at 31 December 2005 of the <strong>BPM</strong> <strong>Group</strong> have been restated on a pro-forma basis. In this respect, the companies Bipiemme Vita and<br />

Ultrame<strong>di</strong>ass – which at 31 December 2005 were consolidated based on the line-by-line method – at 31 December 2006 were no longer within the<br />

scope of consolidation line-by-line following:<br />

• the conclusion of a bankinsurance agreement with Fon<strong>di</strong>aria-Sai <strong>Group</strong> whereby 50% of the share capital of Bipiemme Vita was transferred to<br />

<strong>Milano</strong> Assicurazioni (see “Signifi cant events” - Directors’ Report of the Parent Bank);<br />

• the merger through incorporation of Ultrame<strong>di</strong>ass (a company entirely controlled by Bipiemme Vita) into Bipiemme Vita.<br />

2<br />

The number of personnel per category refers to the situation at the end of the period. The fi gures only include employees and exclude workers<br />

under <strong>di</strong>fferent types of contracts (temporary and professional ongoing collaborators), which totalled 114 workers at the end of 2006.<br />

2005<br />

13


<strong>BPM</strong> <strong>Group</strong> Identity<br />

<strong>Group</strong> profi le


Evolution of the<br />

<strong>BPM</strong> <strong>Group</strong>: key dates<br />

1865<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> was founded in 1865, in<br />

the climate of renewal characterising the era in the<br />

imme<strong>di</strong>ate aftermath of proclaiming the Unification<br />

of Italy. Luigi Luzzatti, the great economist and<br />

statesman, was Chairman from 1865 to 1870 and<br />

Honorary Chairman until 1927. The Bank rapidly<br />

established itself in the social and economic fabric<br />

of Milan thanks to its mutualistically inspired model<br />

and its support for small businesses, craftsmen and<br />

tradesmen without access to adequate cre<strong>di</strong>t and<br />

easy prey to usury.<br />

1945<br />

Up until the Second World War <strong>BPM</strong> developed as<br />

a typical local bank, enhancing its dominion in its<br />

area of origin.<br />

In the period imme<strong>di</strong>ately after the war the Bank<br />

made a significant contribution to reconstruction<br />

and economic recovery particularly fostering the<br />

start-up of small and me<strong>di</strong>um enterprises in the<br />

northern area of the Milan province.<br />

1950s<br />

In the 1950s <strong>BPM</strong>’s growth strategy took it beyond<br />

the borders of Lombardy: it completed its first<br />

merger (with <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> Roma, 1957),<br />

acquired control of <strong>Banca</strong> Briantea and obtained a<br />

major stake in <strong>Banca</strong> Agricola Milanese, becoming<br />

its principal shareholder.<br />

1960s and 1970s<br />

After a decade of consolidating its past growth, the<br />

1970s saw a considerable expansion in operations,<br />

taking <strong>BPM</strong> beyond its original territory with the<br />

opening of branches in Turin and Florence and<br />

branches and representative offices abroad. It also<br />

continued its expansionary strategy, absorbing<br />

<strong>Banca</strong> <strong>Popolare</strong> Cooperativa Vogherese in 1979.<br />

1980s<br />

The 1980s confirmed <strong>BPM</strong>’s great potential and<br />

soli<strong>di</strong>ty, with it taking a lea<strong>di</strong>ng role in the rescue<br />

of Banco Ambrosiano (1982). In 1985 it obtained<br />

control of <strong>Banca</strong> Agricola Milanese through a<br />

hostile takeover bid – an unprecedented action in<br />

the Italian banking industry – demonstrating the<br />

banking regulator’s confidence in <strong>BPM</strong> and those<br />

firmly at its command.<br />

In 1988 it absorbed <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> Bologna e<br />

Ferrara.<br />

At the end of the 1980s it created the <strong>BPM</strong> Banking<br />

16 � social responsibility report > group identity > profi le > evolution of the bpm group<br />

<strong>Group</strong> to offer Customers complete, professional,<br />

multi-sector services, specialising in the more<br />

important areas of financial interme<strong>di</strong>ation, asset<br />

management and remote banking. In 1989 it<br />

acquired <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> Apricena.<br />

1990s<br />

The liberalisation of new openings resulted in the<br />

rapid growth of the number of branches, especially<br />

in Milan and Lombardy. In the second half of the<br />

1990s the <strong>Group</strong> absorbed <strong>Banca</strong> Agricola Milanese,<br />

<strong>Banca</strong> Briantea and <strong>Banca</strong> 2000 (ex Inabanca),<br />

while obtaining control of <strong>Banca</strong> Akros.<br />

2001 - 2005<br />

In 2001, <strong>BPM</strong> acquired control of <strong>Banca</strong> <strong>di</strong> Legnano,<br />

expan<strong>di</strong>ng in areas of signifi cant economic interest<br />

and within the vicinity of the Milanese centre of<br />

gravity. In 2003, as part of a growth strategy based<br />

on safeguar<strong>di</strong>ng its own identity, <strong>BPM</strong> signed<br />

an important agreement with the Strasbourg<br />

Federation of Cré<strong>di</strong>t Mutuel, designed to develop<br />

operating synergies between the <strong>BPM</strong> <strong>Group</strong> and<br />

Cré<strong>di</strong>t Industriel et Commercial, a bank with strong<br />

roots in the French capital and a Cré<strong>di</strong>t Mutuel<br />

subsi<strong>di</strong>ary. In the same year <strong>BPM</strong> reached an<br />

agreement with Fondazione Cassa <strong>di</strong> Risparmio <strong>di</strong><br />

Alessandria to acquire control of Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria and subsequently to absorb it into<br />

the <strong>BPM</strong> <strong>Group</strong>. In 2004 <strong>BPM</strong> acquired control<br />

of 80% of Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria and<br />

executed the agreement to transfer 20% of Cassa<br />

<strong>di</strong> Risparmio <strong>di</strong> Asti to <strong>Banca</strong> <strong>di</strong> Legnano, a whollyowned<br />

<strong>BPM</strong> subsi<strong>di</strong>ary. In 2005, <strong>BPM</strong> realized<br />

the Private Equity project through a partnership<br />

with Wise Venture SGR, developed a partnership<br />

in the property funds sector with AEDES S.p.A.,<br />

and concluded a bankinsurance agreement with<br />

Fon<strong>di</strong>aria-SAI <strong>Group</strong>.<br />

Signifi cant events in 2006<br />

In 2006 a series of measures contributed to the<br />

results achieved by the 2004-2006 Strategic<br />

Plan and are at the root of the expected growth<br />

described in the new three-year plan.<br />

Among these are:<br />

<strong>BPM</strong> <strong>Group</strong>’s New 2007-2009 Strategic Plan<br />

The Plan continues from where the previous<br />

plan left off, adopting the following three main<br />

lines of strategy: development of Commercial<br />

Banking, higher profi tability from the Corporate &<br />

Investment Banking area, and greater effi ciency


in operating activities and platforms, completing<br />

the rationalisation process started in the last three<br />

years.<br />

Development of the bankinsurance agreement<br />

between <strong>BPM</strong> and Fon<strong>di</strong>aria-SAI <strong>Group</strong><br />

Following the agreements signed on 21 December<br />

2005, Fon<strong>di</strong>aria-SAI <strong>Group</strong> acquired a 50% stake<br />

in Bipiemme Vita. Within the ambit of non-life<br />

insurance, the <strong>Group</strong> has been marketing Multi-risk<br />

policies sold starting from last 12 March through<br />

the <strong>BPM</strong> network the <strong>di</strong>stribution of car insurance<br />

policies is expected to start in 2008. The <strong>Group</strong>’s<br />

entry into the non-life insurance sector is designed<br />

to further increase Customer loyalty and expand the<br />

client portfolio.<br />

Acquisition of a stake in Pitagora 1936 S.p.A.<br />

In 2006, <strong>BPM</strong> <strong>Group</strong> purchased a 24% interest in<br />

Pitagora 1936 S.p.A., a special purpose vehicle<br />

hol<strong>di</strong>ng 75% of Pitagora S.p.A., a fi nancial company<br />

specialised in provi<strong>di</strong>ng loans through salary and<br />

mortgage assignments. This agreement will enable<br />

<strong>BPM</strong> <strong>Group</strong> to widen its offering in the consumer<br />

cre<strong>di</strong>t sector, fi nance Customers with <strong>di</strong>ffi cult access<br />

to cre<strong>di</strong>t, and exploit the Pitagora network to market<br />

other <strong>BPM</strong> products.<br />

Sharehol<strong>di</strong>ng increase in SelmaBipiemme Leasing<br />

In May 2006, as provided for in the Shareholders’<br />

Agreements, <strong>BPM</strong> increased its stake in<br />

SelmaBipiemme Leasing from 38.35% to 40%<br />

after renewing the commercial agreement for the<br />

<strong>di</strong>stribution of products through <strong>BPM</strong>’s commercial<br />

network.<br />

Completion of the framework agreement with<br />

Cré<strong>di</strong>t Industriel et Commercial<br />

In February 2006, <strong>BPM</strong> and Cré<strong>di</strong>t Industrielle et<br />

Commercial (C.I.C.) mutually acquired an interest<br />

in each other’s share capital, with <strong>BPM</strong> acquiring<br />

from Cré<strong>di</strong>t Mutuel <strong>Group</strong> 352,082 shares in C.I.C.<br />

for a total of 55,276,874, equal to 1% of the French<br />

bank’s share capital. This operation was carried out<br />

to perform and complete the Framework Agreement<br />

entered into with Cré<strong>di</strong>t Industriel et Commercial<br />

with regard in particular to the mutual purchase of<br />

shares between the two banks.<br />

Simultaneously, C.I.C. granted <strong>BPM</strong> a put option<br />

on the sale of the aforementioned shares to be<br />

exercised in the six months following the possible<br />

date of transfer of the effects of the Framework<br />

Agreement.<br />

Merger through incorporations of Bipiemme<br />

Immobili into <strong>BPM</strong><br />

On 5 December 2006, <strong>BPM</strong>’s Board of Directors<br />

approved the merger through incorporation of<br />

Bipiemme Immobili S.p.A. (a real estate company of<br />

the <strong>Group</strong> in which <strong>BPM</strong> holds a 90.89% interest)<br />

into <strong>BPM</strong> following the purchase of the residual<br />

9.11% of the capital currently in the hands of <strong>Banca</strong><br />

<strong>di</strong> Legnano S.p.A.<br />

Securitisation of performing real estate mortgage<br />

loans worth approximately Euro 2 billion<br />

This operation entailled the pro-soluto transfer of a<br />

portfolio of performing real estate mortgage loans<br />

issued by <strong>BPM</strong> worth approximately Euro 2 billion<br />

and backed by fi rst-level mortgage guarantees to<br />

<strong>BPM</strong> Securitisation 2 S.r.l. To fi nance the purchase<br />

of the portfolio, <strong>BPM</strong> Securitisation 2 S.r.l. issued<br />

a series of senior securities with limited recourse<br />

(with AAA, AA and BBB ratings) in July 2006. The<br />

securities were listed on the Luxembourg Stock<br />

Exchange and <strong>di</strong>stributed to institutional investors<br />

for a total amount of Euro 2,015.3 million.<br />

Adoption of the new code of governance for listed<br />

companies<br />

In December 2006, <strong>BPM</strong>’s Board of Directors<br />

approved the adoption of a new code of selfgovernance<br />

for listed companies. The version<br />

adopted is the one presented by the Italian Stock<br />

Exchange on 14 March 2006 replacing the 1999<br />

version (amended in July 2002), which <strong>BPM</strong> had<br />

fully adopted.<br />

17


<strong>BPM</strong> <strong>Group</strong><br />

structure<br />

18 � social responsibility report > group identity > profi le > bpm group structure<br />

<strong>BPM</strong> is a group serving a vast clientele. It supports<br />

investment and len<strong>di</strong>ng projects for numerous<br />

types of Customer (households, small and me<strong>di</strong>um<br />

enterprises, local authorities and associations)<br />

and combines with its evident vocation in the retail<br />

sphere constant attention to developing activities<br />

<strong>di</strong>splaying greater growth potential, such as asset<br />

management and private and corporate banking.<br />

<strong>BPM</strong> is therefore a full-service <strong>di</strong>versified banking<br />

group, operating in all sectors of the financial<br />

markets.<br />

The <strong>Group</strong>’s structure is accor<strong>di</strong>ngly organised into<br />

the following business units:<br />

Retail Banking: this serves the retail market<br />

using <strong>di</strong>fferent approaches accor<strong>di</strong>ng to Customer<br />

segment and includes the tra<strong>di</strong>tional branch<br />

network, as well as financial consultants, private<br />

banking and virtual banking with activities mainly<br />

focusing on: raising funds, <strong>di</strong>sbursing cre<strong>di</strong>t,<br />

provi<strong>di</strong>ng collection and payment services,<br />

<strong>di</strong>stributing products and services for investment,<br />

retirement savings and risk hedging, provi<strong>di</strong>ng<br />

e-commerce and on-line services in general.<br />

Corporate Banking: this serves the corporate<br />

market by granting cre<strong>di</strong>t, supplying collection<br />

and payment services, offering investment and<br />

risk hedging services and identifying commercial<br />

opportunities relating to extraor<strong>di</strong>nary corporate<br />

finance operations.<br />

Investment Banking: this includes areas of<br />

business such as dealing in financial instruments,<br />

both on own account and on account of third<br />

parties, capital markets activities and primary<br />

market subscription and placement services<br />

(equities and bonds).<br />

Wealth Management: this mostly serves the retail<br />

market and includes all the activities associated with<br />

asset management, such as mutual funds, portfolio<br />

management schemes, insurance, products and<br />

services for the purposes of retirement savings and<br />

risk hedging.


55.16%<br />

51%<br />

90.89%<br />

50%<br />

100%<br />

99.99%<br />

100%<br />

100%<br />

<strong>BPM</strong> <strong>Group</strong><br />

at 31 december 2006<br />

50%<br />

Bipiemme Gestioni SGR S.p.A.<br />

Milan<br />

Bipiemme Private<br />

Banking SIM S.p.A.<br />

Milan<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> S.c.ar.l.<br />

Milan<br />

Bipiemme Fund<br />

Management Ltd.<br />

Dublin<br />

We@Service S.p.A.<br />

Milan<br />

<strong>BPM</strong> Luxembourg S.A.<br />

Luxembourg<br />

Akros HFR Alternative<br />

Investments SGR S.p.A.<br />

Milan<br />

Bipiemme Immobili S.p.A.<br />

Milan<br />

9,11%<br />

100%<br />

Akros Securities Inc.<br />

U.S.A.<br />

Bipiemme Vita S.p.A.<br />

Milan<br />

<strong>BPM</strong> Capital 1 L.l.c.<br />

U.S.A.<br />

Bipiemme Ireland Plc.<br />

Dublin<br />

Tirving Ltd.<br />

Dublin<br />

Ge.Se.So S.r.L.<br />

Milan<br />

Calliope Finance S.r.L.<br />

Milan<br />

40%<br />

19%<br />

100%<br />

99.99%<br />

99%<br />

93.51%<br />

<strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Legnano (MI)<br />

40% 56.89%<br />

<strong>Banca</strong> Akros S.p.A.<br />

Milan<br />

0.01%<br />

NOTE - changes occured in 2007:<br />

• January: <strong>BPM</strong> purchased 100% of Bipiemme Immobili S.p.A.<br />

• June: Bipiemme Immobili S.p.A. was incorporated into <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

• June: <strong>BPM</strong> transferred another portion of sharehol<strong>di</strong>ngs in Bipiemme Vita S.p.A. to Gruppo Fon<strong>di</strong>aria-SAI.<br />

<strong>BPM</strong>’s current sharehol<strong>di</strong>ng amounts to 45.89%.<br />

• July: <strong>Banca</strong> Akros S.p.A. acquired the residual 49% share capital of Akros Alternative Inv. from HFR Europe<br />

Ltd., which changed its company name and is now only Europe Ltd.<br />

1%<br />

51%<br />

Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria S.p.A.<br />

Alessandria<br />

Retail banking<br />

Corporate banking<br />

Investment banking<br />

Wealth Management<br />

80%<br />

19


Principal<br />

subsi<strong>di</strong>aries 1<br />

The structure of the <strong>BPM</strong> <strong>Group</strong> is the result of a<br />

process of acquisitions, equity investments and<br />

control of banks with <strong>di</strong>stribution networks deeply<br />

rooted in the economy of areas neighbouring those<br />

of the Parent Bank and companies specialising in<br />

the development and offer of products capable<br />

of respon<strong>di</strong>ng to the needs of a vast, <strong>di</strong>versified<br />

clientele.<br />

<strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

This established bank joined the <strong>Group</strong> in 2001. It<br />

has deep roots in the North West of Lombardy with<br />

a network of over 100 branches. Given its strong<br />

local roots, its focus is on retail Customers and<br />

small and me<strong>di</strong>um enterprises. It also operates<br />

actively in the leasing segment. It owns significant<br />

interests in the <strong>Group</strong>’s product companies.<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria S.p.A.<br />

This bank joined the <strong>Group</strong> in September 2004.<br />

It is firmly established in the Alessandria area<br />

and surroun<strong>di</strong>ng provinces, neighbouring those<br />

in which the <strong>Group</strong> is already present. Its main<br />

business is with retail Customers and small and<br />

me<strong>di</strong>um enterprises. It has around 80 branches.<br />

<strong>Banca</strong> Akros S.p.A.<br />

This bank provides investment and private banking<br />

services to Italian and foreign institutional<br />

Customers, as well as to companies and high<br />

net worth private clients. In 1999 it set up Akros<br />

Securities Inc. in the USA to act as a broker/dealer<br />

on the American market. Together with HFR, its<br />

American partner, through HFR Europe Ltd., it also<br />

set up Akros HFR Alternative Investments SGR<br />

S.p.A., a company that manages funds of hedge<br />

funds. In April 2007, <strong>Banca</strong> Akros exercised a call<br />

option on the purchase of the residual 49% of<br />

the capital held by the partner HFR Europe Ltd.<br />

The call option was granted under the Investment<br />

Agreement entered into with its American partner<br />

and expiring on 31 March 2007. Following the<br />

operation, the acronym “HFR” became the<br />

subsi<strong>di</strong>ary’s company name.<br />

In 2006 <strong>Banca</strong> Akros acquired a hol<strong>di</strong>ng in Promac,<br />

a company promoting alternative capital markets<br />

(listing in progress) and de<strong>di</strong>cated to giving small<br />

businesses easier access to capital markets.<br />

20 � social responsibility report > group identity > profi le > lprincipal subsi<strong>di</strong>aries<br />

Bipiemme Gestioni SGR S.p.A.<br />

This is the <strong>Group</strong>’s most important asset<br />

management company. It offers a complete<br />

range of asset management products, which is<br />

constantly updated and expanded to respond to<br />

the more <strong>di</strong>versified needs of Customers: mutual<br />

funds (active management, dynamic management,<br />

management for companies), funds of funds,<br />

pension funds and portfolio management schemes.<br />

Within this context, for the purposes of adopting<br />

the instructions issued by the Bank of Italy<br />

regar<strong>di</strong>ng collective asset management, and of<br />

provi<strong>di</strong>ng transparency and an ever better response<br />

to investor needs, during the fi rst half of 2006 the<br />

Company amended the regulations of the funds set<br />

up and/or managed by it.<br />

Bipiemme Vita S.p.A.<br />

An insurance company operating in the life and<br />

health/accident insurance sector, Bipiemme Vita<br />

S.p.A. offers one of the widest ranges of products<br />

on the Italian insurance market, guaranteeing the<br />

best investment opportunities and protection for its<br />

clientele.<br />

From a corporate standpoint, in performance<br />

of the agreements signed in December 2005<br />

by <strong>BPM</strong> Parent Bank and Fon<strong>di</strong>aria-SAI <strong>Group</strong><br />

to develop bankinsurance activity and possibly<br />

forge a partnership in the non-life sector, in 2006<br />

<strong>Milano</strong> Assicurazioni, a company belonging in the<br />

Fon<strong>di</strong>aria-SAI <strong>Group</strong>, purchased in two instalments<br />

a total 50% stake in Bipiemme Vita. In the fi rst<br />

half of 2007, <strong>Milano</strong> Assicurazioni exercised a call<br />

option on a further 1% of Bipiemme Vita thereby<br />

acquiring control of the company.<br />

On 31 December 2006, the subsi<strong>di</strong>ary Ultrame<strong>di</strong>ass<br />

S.r.l was merged through incorporation into<br />

Bipiemme Vita in order to rationalise the<br />

sharehol<strong>di</strong>ng structure of this latter.<br />

We@Service S.p.A.<br />

In IT, commercial and advisory terms, We@Service<br />

develops the virtual banking initiatives of <strong>BPM</strong><br />

<strong>Group</strong>. The consolidation of We@bank, a website<br />

de<strong>di</strong>cated to retail Customers, and of InlineaNet,<br />

the portal designed for business, in 2006 was a<br />

pivotal step in developing a multi-channel bank<br />

that offers integrated services such as home<br />

banking, on-line tra<strong>di</strong>ng and other high addedvalue<br />

services for its clientele.


<strong>BPM</strong> Ireland Plc.<br />

A fi nance company based in Dublin active in the<br />

dealing on own account of securities, bonds<br />

and cre<strong>di</strong>t derivatives. It controls <strong>BPM</strong> Fund<br />

Management Ltd.<br />

<strong>BPM</strong> Fund Management Ltd.<br />

A company incorporated under Irish law that<br />

manages harmonised funds, securities-backed<br />

guarantees and the multi-sector mutual fund called<br />

“Dublin International Fund” (D.I.F.), <strong>di</strong>stributed<br />

in Italy through the network of fi nancial advisors<br />

of the <strong>Group</strong>. The new sectors of the D.I.F. are to<br />

be marketed in Ireland in order to increase the<br />

fi nancial products present on the market.<br />

Bipiemme Private Banking SIM S.p.A.<br />

Set up in 2001, this company provides personalised<br />

advisory services on investments in fi nancial<br />

instruments and on wealth management to high net<br />

worth in<strong>di</strong>viduals who are clients of the <strong>Group</strong>. The<br />

company is <strong>di</strong>stributed into 14 “Private Centres”<br />

located mainly throughout the region of Lombardy.<br />

In April 2007, the company obtained ISO 9001<br />

certifi cation for all its in-house processes.<br />

Bipiemme Immobili S.p.A.<br />

This company holds the non-instrumental property<br />

of the <strong>Group</strong>, in other words property to be sold<br />

or leased within the me<strong>di</strong>um-term. Bipiemme<br />

Immobili has also headed the project for the<br />

development and completion of <strong>BPM</strong>’s Service<br />

Centre in viale Bezzi in Milan.<br />

In 2006, it continued to transfer non-instrumental<br />

assets. As this transferring activity was nearly<br />

reaching its conclusion, in the fi rst half of 2007,<br />

Bipiemme Immobili was incorporated into <strong>BPM</strong>.<br />

The operation falls within the wider organisational<br />

rationalisation project envisaged in the 2007-<br />

2009 Strategic Plan of the Parent Bank to ensure<br />

that this latter retains sole management of the<br />

properties.<br />

Calliope Finance S.r.l.<br />

This fi nancial interme<strong>di</strong>ary company is listed in<br />

the register as per Article 106 of Legislative Decree<br />

no. 385/1993 and since the latter half of 2006 has<br />

been operative thanks to the joint venture between<br />

<strong>BPM</strong> and “LB UK RE Hol<strong>di</strong>ngs Limited”, a company<br />

within the Lehman Brothers <strong>Group</strong>.<br />

In particular, Calliope Finance grants mezzanine<br />

loans for the acquisition and/or development of<br />

real estate.<br />

The project aims to optimise the potential<br />

synergies existing between <strong>BPM</strong> and Lehman<br />

Brothers within the ambit of property loans and<br />

take advantage not only of Lehman Brothers’<br />

experience and client base within the sector of<br />

mezzanine len<strong>di</strong>ng, but also of <strong>BPM</strong>’s fi rm roots<br />

within the territory.<br />

1 For further details on the banks and principal companies of the<br />

<strong>Group</strong>, see the fi nal sections of this document.<br />

21


Principal<br />

equity investments 1<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> owns interests in certain<br />

other companies in order to enhance the range of<br />

products and services offered to Customers and<br />

to support the respective local economies. The<br />

network of alliances is structured on the basis of a<br />

tripartite strategy:<br />

1 To put the <strong>Group</strong>’s specialist expertise<br />

and specific product capability at the service of<br />

Customers of other banking partners with strong<br />

local ties.<br />

The agreements with the following banks fall under<br />

this strategy:<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Asti S.p.A.<br />

(20% interest held through the subsi<strong>di</strong>ary <strong>Banca</strong> <strong>di</strong><br />

Legnano)<br />

A historical bank with deep roots in the area of<br />

Asti, this company is currently strengthening<br />

its territorial network in the provinces of Turin,<br />

Alessandria and Cuneo. Its commercial operations<br />

are mostly <strong>di</strong>rected at retail Customers and small<br />

and me<strong>di</strong>um enterprises. The bank aims to be an<br />

interpreter of economic development in its own<br />

particular territory.<br />

NordEst <strong>Banca</strong> S.p.A.<br />

(10% interest)<br />

This local bank, set up in 2002, operates in the<br />

provinces of U<strong>di</strong>ne and Pordenone, positioning<br />

itself as a partner of reference for small and me<strong>di</strong>um<br />

enterprises in the North East and for local investors.<br />

2 To acquire ad<strong>di</strong>tional specialist skills of<br />

excellence, possessed by external partners, in order<br />

to put them at the service of Customers of <strong>BPM</strong> and<br />

of other banks in the <strong>BPM</strong> <strong>Group</strong>.<br />

In this context we point out the partnerships with:<br />

Dexia Cre<strong>di</strong>op S.p.A.<br />

(10% interest)<br />

This bank is a lea<strong>di</strong>ng provider of finance to public<br />

works and infrastructure projects and of financial<br />

services to local communities. It is a point of<br />

reference for project financing involving local<br />

authorities, lea<strong>di</strong>ng public agencies and the most<br />

important public-service companies.<br />

1<br />

The companies described do not fall within the scope of<br />

consolidation of the <strong>Group</strong><br />

22 � social responsibility report > group identity > profi le > principal equity investments<br />

Aedes <strong>BPM</strong> Real Estate SGR S.p.A.<br />

(39% interest)<br />

Previously named Bipiemme Real Estate SGR, this<br />

company manages closed-end property funds,<br />

inclu<strong>di</strong>ng “Investietico” – de<strong>di</strong>cated to retail clients<br />

and listed on the Italian Stock Exchange – whose<br />

equity is currently invested mostly in nursing and<br />

health care facilities and offi ces.<br />

SelmaBipiemme Leasing S.p.A.<br />

(38.35% interest)<br />

Set up as a collaboration between <strong>BPM</strong> <strong>Group</strong> and<br />

Me<strong>di</strong>obanca <strong>Group</strong> within the leasing sector, this<br />

company is among the lea<strong>di</strong>ng ten companies in the<br />

sector. The company aims to satisfy the me<strong>di</strong>umterm<br />

fi nancing needs of clients against fi xed<br />

capital investments. Following the subscription of<br />

a capital increase reserved for payment, starting<br />

from January 2007 <strong>BPM</strong> has increased its interest in<br />

SelmaBipiemme Leasing from 38.35% to 40%.<br />

Etica SGR S.p.A.<br />

(27.50% interest)<br />

This company develops and sells mutual funds<br />

featuring a high degree of social responsibility<br />

(Responsible Values Funds) and whose assets are<br />

invested in financial instruments selected on the<br />

basis of strict ethical-environmental criteria.<br />

It serves investors wishing to invest their money in<br />

a more conscious fashion, based on the concept of<br />

sustainable development. In 2006 the three existing<br />

funds were joined by a new one under the name of<br />

“Responsible Values Equity”, which mainly invests<br />

in equities.<br />

In regards to defi ning the social-environmental<br />

criteria on which the investments of these funds<br />

are based, in 2007, the company switched from<br />

the ethical advisor Ethibel to EIRIS, an English<br />

company with a long-stan<strong>di</strong>ng tra<strong>di</strong>tion in the<br />

ethical investment research sector. It is an active<br />

shareholder in the companies in which it has<br />

invested, meaning that it takes part in general<br />

meetings and presents proposals relating to the<br />

social and environmental responsibility of the<br />

companies themselves.


It supports microcre<strong>di</strong>t in Italy, ensuring that 0.1%<br />

of the amounts invested in the Responsible Values<br />

Funds is transferred to a specific fund that provides<br />

small loans to the <strong>di</strong>sadvantaged.<br />

Pitagora 1936 S.p.A.<br />

(24% interest)<br />

A special-purpose vehicle established in 2006<br />

by <strong>BPM</strong> and, among others, the “Wisequity II &<br />

Macchine Italia” fund (managed by the subsi<strong>di</strong>ary<br />

Wise Venture SGR S.p.A.) for the purpose of<br />

acquiring a majority 75% sharehol<strong>di</strong>ng in Pitagora<br />

S.p.A., a fi nance company specialised in granting<br />

mortgages and loans against salary assignments.<br />

Through this sharehol<strong>di</strong>ng, <strong>BPM</strong> <strong>Group</strong> is, among<br />

other things, able to optimise its offering in the<br />

consumer cre<strong>di</strong>t sector, a market segment with<br />

a great deal of potential thanks to the new laws<br />

that now allow employees of private companies<br />

and pensioners to obtain this form of fi nancing<br />

and companies to fi nance clients with a bad cre<strong>di</strong>t<br />

history.<br />

Wise Venture SGR S.p.A.<br />

(20% interest)<br />

This company, which operates in the private equity<br />

sector, absorbed <strong>BPM</strong> Private Equity SGR during<br />

2005. It currently manages three funds, among<br />

them “<strong>BPM</strong> Private Equity Fund”.<br />

<strong>Banca</strong> Italease S.p.A.<br />

(1.83% interest)<br />

This bank is run by a shareholder syn<strong>di</strong>cate<br />

consisting of co-operative banks and mutual<br />

insurance companies. <strong>BPM</strong>’s interest is a result of<br />

the 2005 merger through incorporation of Factorit<br />

S.p.A. into <strong>Banca</strong> Italease. <strong>Banca</strong> Italease is the<br />

second-largest Italian bank operating in the sector<br />

of fi nancial leasing. Its activity centres heavily on<br />

property and instrumental leasing. 31 December<br />

2006 marked the completion of the merger through<br />

incorporation of Leasimpresa S.p.A. (a leasing<br />

company of Banco <strong>Popolare</strong> <strong>di</strong> Verona e Novara<br />

<strong>Group</strong>) into <strong>Banca</strong> Italease.<br />

3 To acquire interests in organisations that<br />

carry out socially relevant activities.<br />

Falling within this context are the following equity<br />

interests:<br />

Istituto Europeo <strong>di</strong> Oncologia (I.E.O.) S.r.l.<br />

(3.53% interest)<br />

This is a private non-profit entity that provides<br />

services under arrangement with the national health<br />

service and otherwise. The institute, inaugurated in<br />

May 1994, became an Institute of Hospitalisation and<br />

Treatment for Scientific Purposes under a ministerial<br />

decree dated January 1996. In keeping with the<br />

standards of the most advanced international<br />

oncological centres, it carries out a complete range of<br />

activities in the fight against cancer: prevention and<br />

<strong>di</strong>agnosis, health education and training, research<br />

and treatment. In ad<strong>di</strong>tion to <strong>BPM</strong>, its shareholders<br />

include Italy’s top banks (Me<strong>di</strong>obanca, <strong>Banca</strong> Intesa,<br />

Unicre<strong>di</strong>t, Capitalia), top insurance companies<br />

(Fon<strong>di</strong>aria – Sai, Ras, Generali, <strong>Milano</strong> Assicurazioni)<br />

and some of the country’s most important industrial<br />

groups (Fiat, Pirelli, E<strong>di</strong>son, Telecom, Italcementi).<br />

Genextra S.p.A.<br />

(4.37% interest)<br />

This company carries out research and development<br />

in the innovative sectors of biotechnology,<br />

biome<strong>di</strong>cine and the functional genomics. The<br />

presence of biotechnology research centres<br />

of excellence in Milan and the commitment of<br />

respected scientists to making the city a national<br />

centre in this sector, have resulted in the decision<br />

to make this investment also with a view to the<br />

provision of support by a local bank to an important<br />

local venture that involves not only a particularly<br />

respected scientific and management team, but also<br />

institutional and private investors of high profi le<br />

and visibility. In 2006 the company increased its<br />

share capital in order to be able to acquire control<br />

of Intercept Pharmaceuticals, a U.S.-based company<br />

whose scientifi c endeavours complement those of<br />

Genextra.<br />

Consorzio Idroenergia Soc. Consortile a r.l.<br />

(subscription to one share)<br />

This consortium generates electricity from<br />

renewable sources. The support for this venture is<br />

designed to achieve certification as a user of energy<br />

from renewable sources.<br />

23


pos (point of sales)<br />

Equipment that allows<br />

customers of tra<strong>di</strong>tional and<br />

mass market retailers to make<br />

safe payments using their<br />

cre<strong>di</strong>t and debit cards.<br />

Distribution network<br />

Financial Consultants and Private Centres<br />

Financial advisors (2 working for Bipiemme<br />

Private Banking SIM, 35 for <strong>BPM</strong> and 14 for<br />

<strong>Banca</strong> Akros) comprise the network provi<strong>di</strong>ng<br />

personalised advisory and asset management<br />

services. Thanks to this network the <strong>Group</strong> is<br />

also able to reach areas that have not<br />

tra<strong>di</strong>tionally been served.<br />

51 promotors<br />

16 private centres<br />

around 20,000 pos<br />

internet channel<br />

Internet services - These allow<br />

information to be managed and<br />

transactions to be executed remotely,<br />

inclu<strong>di</strong>ng on-line tra<strong>di</strong>ng. They are<br />

managed by the company We@Service<br />

S.p.A. and are <strong>di</strong>rected at in<strong>di</strong>vidual<br />

customers and companies through the<br />

We@bank and inLineaNet channels<br />

respectively.<br />

Retail Branches - These represent the physical<br />

location specially for in<strong>di</strong>vidual customers,<br />

professionals, and micro and small enterprises<br />

(with up to Euro5 million in turnover).<br />

710 retail branches<br />

<strong>BPM</strong><br />

GROUP<br />

call center<br />

call center - This provides customers with<br />

remote access and includes phone banking<br />

services.<br />

24 � social responsibility report > group identity > profi le > <strong>di</strong>stribution network<br />

The <strong>BPM</strong> <strong>Group</strong> uses a multi-channel <strong>di</strong>stribution<br />

model in order to provide an ever better response<br />

to the demands for specialisation, quality and<br />

accessibility to the services by the <strong>di</strong>fferent types<br />

of Customers.<br />

The number of locations and types of access to<br />

services is the result of concentrated investments<br />

in technology, organisation and training of the<br />

<strong>di</strong>stribution network.<br />

The commercial sector of the Parent Bank was<br />

restructured in the fi rst half of 2006 and has led<br />

Corporate Segment - This is the <strong>BPM</strong><br />

structure (4 corporate branches and 10 SME<br />

units,) operating in areas where the <strong>Group</strong><br />

is particularly well established and created<br />

to provide advice and a point of reference<br />

for me<strong>di</strong>um and large enterprises.<br />

14 units in the<br />

corporate segment<br />

832 atm points<br />

ATMs - The <strong>Group</strong>'s ATMs densely<br />

populate the area thanks to the presence<br />

of over 800 machines.


to changes in the organisational structure of the<br />

network, the closing of 18 corporate branches and<br />

the establishment of:<br />

• four new Large Companies branches that manage<br />

clientele that generates a turnover of more than<br />

Euro 50 million (<strong>di</strong>vided into upper corporate<br />

from Euro 50 million to Euro 250 million and large<br />

corporate over Euro 250 million);<br />

• ten new Small to Me<strong>di</strong>um Companies branches<br />

in each territorial area that manage clientele that<br />

generates a turnover from Euro 5 million to Euro 50<br />

million.<br />

At 31 December 2006, <strong>BPM</strong> <strong>Group</strong>’s <strong>di</strong>stribution<br />

network was composed of a total of 741 points of<br />

contact with Customers, consisting of 710 Retail<br />

Branches, plus the virtual branch of We@Bank, 4<br />

new Large Company branches and 10 Small and<br />

Me<strong>di</strong>um Company branches forming part of the<br />

operating structure of the Parent Bank, as well<br />

as 16 Private Centres, of which 14 belonging to<br />

Bipiemme Private Banking SIM and 2 to <strong>Banca</strong><br />

Akros.<br />

There are 710 tra<strong>di</strong>tional branches spread out<br />

over 13 regions throughout Italy. In 2006 10 new<br />

branches were opened, of which 6 are <strong>BPM</strong>, 2<br />

<strong>Banca</strong> <strong>di</strong> Legnano and 2 Cassa <strong>di</strong> Risparmio <strong>di</strong><br />

Alessandria.<br />

Two branches, one belonging to <strong>BPM</strong> and the other<br />

to <strong>Banca</strong> <strong>di</strong> Legnano, were closed.<br />

<strong>BPM</strong> <strong>Group</strong> <strong>di</strong>stribution network<br />

31/12/2006 31/12/2005<br />

Lombardy 465 462<br />

Province of Milan<br />

Other provinces in Lombardy<br />

of which:<br />

322 322<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> 366 364<br />

<strong>Banca</strong> <strong>di</strong> Legnano 96 95<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria 2 2<br />

<strong>Banca</strong> Akros 1 1<br />

Other regions 245 240<br />

Emilia Romagna 31 30<br />

Latium 58 57<br />

Apulia 38 37<br />

Piedmont 92 92<br />

Other regions<br />

of which:<br />

26 24<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> 152 149<br />

<strong>Banca</strong> <strong>di</strong> Legnano 11 11<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria 82 80<br />

Total Italy<br />

of which:<br />

710 702<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> 518 513<br />

<strong>Banca</strong> <strong>di</strong> Legnano 107 106<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria 84 82<br />

<strong>Banca</strong> Akros 1 1<br />

We@Bank – virtual branch 1 1<br />

Total no. of branches 711 703<br />

Large Company Branches 4 –<br />

Small and Me<strong>di</strong>um Company Branches 10 –<br />

Corporate Branches* – 18<br />

Private Centres (Bipiemme Private Banking SIM and <strong>Banca</strong> Akros) 16 –<br />

Total <strong>di</strong>stribution network 741 736<br />

*In 2005 the Corporate Branches were replaced by Large Company Branches and Small and Me<strong>di</strong>um Company Branches<br />

25


<strong>BPM</strong> <strong>Group</strong> Identity<br />

Mission, Gui<strong>di</strong>ng<br />

Principles and Strategies


Mission<br />

Gui<strong>di</strong>ng principles<br />

28 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies<br />

The <strong>BPM</strong> <strong>Group</strong> is committed to enhancing the value<br />

of personal savings and to support the business<br />

sector’s development with cre<strong>di</strong>t. It adopts a<br />

responsible approach to the demands of everyone it<br />

deals with and incorporates social and environmental<br />

considerations in its actions, making them a<br />

<strong>di</strong>stinguishing feature of its activity as a bank and a<br />

co-operative and hence of its competitiveness and<br />

ability to create wealth.<br />

In keeping with this approach the <strong>BPM</strong> <strong>Group</strong>’s<br />

mission involves:<br />

promoting and sustaining economic, civil, social<br />

and environmental development in the areas in<br />

which it is present, exercising to the best its role<br />

as a banking group in respect of all sectors of the<br />

economy represented therein:<br />

• the private one - in<strong>di</strong>vidual Customers and<br />

businesses, with a particular focus on small and<br />

me<strong>di</strong>um enterprises;<br />

• the public one - entities and institutions<br />

representing the local authority sector;<br />

• the civil one - associations and other<br />

organisations representing the no-profit sector.<br />

1 HARMONIOUS BALANCE OF INTERESTS<br />

The interests of Customers, Members and<br />

Shareholders and Personnel find a harmonious,<br />

balanced composition in the <strong>Group</strong>’s mission<br />

pursued to the benefit of all its stakeholders.<br />

To operate for the benefit of Customers by ensuring<br />

a quality, transparent service and for the benefit<br />

of Personnel by enhancing their professional skills<br />

are closely interdependent goals and represent the<br />

cornerstone of the Bank’s creation of value for its<br />

Shareholders.<br />

In fact, the <strong>di</strong>fferent interests involved only compete<br />

against one another in a short-term, narrow sense,<br />

which may and must be overcome with a far-sighted<br />

vision of corporate interest, like that required in order<br />

to pursue the <strong>Group</strong>’s mission.<br />

The systemic, harmonious conception of value<br />

creation, not just economic value, takes into<br />

account the expectations for economic returns<br />

of even the most deman<strong>di</strong>ng of Shareholders,<br />

as a sure guarantee of commitment to meeting<br />

the expectations of national and international<br />

financial markets with regard to the principles of fair<br />

management conduct and transparent <strong>di</strong>sclosure.


2 EFFICIENCY AND DEVELOPMENT<br />

Efficiency and development represent an<br />

inseparable pair of values and goals, always to be<br />

pursued together.<br />

While efficiency, constantly and resolutely pursued<br />

in every area of operation, produces development<br />

from solid, reliable basis, development itself is<br />

what gives real meaning to the comprehensive<br />

commitment to seeking ever greater efficiency.<br />

This virtuous circle involves developing state-of-the<br />

art processes and technology, enhances existing<br />

professional skills and increases the ability to<br />

attract top professionals from outside.<br />

3 CO-OPERATIVE SPIRIT<br />

The co-operative spirit is at the basis of joint action<br />

for the benefit of all Members, by fostering their<br />

participation in the Bank’s affairs and decisions<br />

and in the development of the local areas in which<br />

it operates.<br />

This is an essential principle of the co-operative<br />

model, which in this way fosters the achievement<br />

of high standards of efficiency and social relations<br />

and so is fully entitled to a place in an economic<br />

system in which freedom of enterprise also signifies<br />

freedom to decide between <strong>di</strong>fferent types of legal<br />

and institutional form.<br />

4 ACCOUNTABILITY AND TRANSPARENCY<br />

The principle of accountability and transparency<br />

requires every member of the business to perform<br />

their function responsibly, independently and to the<br />

best of their ability, answering for their activities<br />

to their superiors and being accountable to their<br />

stakeholders.<br />

The <strong>BPM</strong> <strong>Group</strong> views accountability and<br />

transparency as being at the basis of its ability:<br />

• to enact its values. It is a primary responsibility<br />

of top management, but also of all Members<br />

and Personnel, to enact the <strong>Group</strong>’s values and<br />

mission, continuously generating a genuine spirit<br />

of co-operation geared to achieving the mission<br />

itself and buil<strong>di</strong>ng with the various parties, inside<br />

and outside the business, fair and transparent<br />

relationships based on respect and trust, supported<br />

by professional competence.<br />

• to generate the facts to be communicated.<br />

The <strong>BPM</strong> <strong>Group</strong> has a permanent commitment<br />

to communicating not just in words but with<br />

facts and work, reflected in its mission of social<br />

accountability. The Social Responsibility Report<br />

is the systematic method of reporting the <strong>Group</strong>’s<br />

strategies, actions taken and results achieved.<br />

29


<strong>BPM</strong> <strong>Group</strong><br />

Strategic Plan<br />

The three-year strategic plan embo<strong>di</strong>es the<br />

Company’s vision for the future, its positioning and<br />

objectives and strategies pursued through specifi c<br />

policies and measures.<br />

It is not merely a list of activities and measures, but<br />

represents a vision for the future of the company<br />

that contributes to the creation of a corporate<br />

identity.<br />

<strong>BPM</strong> <strong>Group</strong>’s Plan has been created and developed<br />

around certain key notions that on the one side<br />

stand as objectives to be achieved and on the other<br />

as the guided values that characterise the <strong>Group</strong><br />

itself.<br />

Improvements in economic performance and<br />

in creating value for shareholders are brought<br />

together not only by more effi cient internal work<br />

processes, but also by a commercial policy that is<br />

increasingly able to meet the needs of the changing<br />

demographics and culture of society and the new<br />

needs of the production system.<br />

In terms of the internal process for creating the<br />

Strategic Plan, the federal structure of <strong>BPM</strong> <strong>Group</strong><br />

has worked together with <strong>di</strong>rect contributions from<br />

all corporate functions and every Board of Directors<br />

of the companies of the <strong>Group</strong>.<br />

From this viewpoint, the Plan stands as a pact<br />

between everyone operating within the various<br />

corporate functions and clearly lays out the<br />

commitments each is able to undertake, thereby<br />

channelling human and economic resources to the<br />

designated management areas.<br />

Strategic planning process<br />

30 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > strategic plan<br />

The Plan was structured based on a plan organised<br />

by business line in which the activities of <strong>BPM</strong><br />

<strong>Group</strong> are <strong>di</strong>vided accor<strong>di</strong>ng to a scheme that<br />

encompasses all the departments/companies of<br />

the <strong>Group</strong>.<br />

Governance of this process was entrusted to an ad<br />

hoc Guidance Committee composed of the Parent<br />

Bank’s management, the general Directors of the<br />

companies of the <strong>Group</strong> and a project team.<br />

The progress of the Plan was monitored not only<br />

by the ad hoc team set up within the Parent Bank<br />

(Strategic Planning), but also by all the corporate<br />

functions, each in relation to its own area of<br />

competence. This phase involves monitoring<br />

activities and entails further evaluation of the<br />

activities in question, possibly lea<strong>di</strong>ng to review<br />

proposals on such activities.


The choice of appropriate in<strong>di</strong>cators is particularly<br />

important in monitoring the single strategic<br />

actions, highlighting economic results as well as<br />

qualitative results induced from the action itself.<br />

Process of strategic planning<br />

GUIDING<br />

COMMITTEE<br />

TASKFORCES<br />

STRATEGIC<br />

PLANNING<br />

PRELIMINARY<br />

ACTIVITY<br />

ANALYSIS<br />

IN DETAIL<br />

OPERATIONAL<br />

CONTROL<br />

Defines the guidelines,<br />

validates the interme<strong>di</strong>ate and final results,<br />

guides in strategic decisions.<br />

MARKETING<br />

OPM<br />

(Operational Programme Management)<br />

(Strategic Planning)<br />

Analyse the issues<br />

assigned to them<br />

and draw up economic forecasts.<br />

Works with the taskforces<br />

to provide specialised advisory<br />

services in the drawing-up of strategic measures.<br />

Gives support for the development<br />

of economic forecasts.<br />

Supports taskforces<br />

in processing marketing data.<br />

DRAWING-UP<br />

OF PLAN IMPLEMENTATION<br />

DEFINING<br />

STRATEGIES<br />

AND SINGLE<br />

MEASURES<br />

COMMUNICATION<br />

IDENTIFYING<br />

OBJECTIVES<br />

DEFINING<br />

THE OPERATIONAL<br />

MASTER PLAN<br />

DEFINING<br />

IMPLEMENTATION<br />

CONTROLS<br />

Acts as the starting<br />

point for the overall status<br />

of works, monitors, identifies<br />

and points out any critical areas.<br />

MONITORING<br />

AND CONTROL<br />

MONITORING<br />

THE STATUS OF WORKS<br />

31


Reporting of the 2004-2006<br />

Strategic Plan<br />

Objectives of the 2004-2006 Strategic Plan<br />

• Plans for expan<strong>di</strong>ng volumes, revenues and Retail<br />

and Corporate customer base<br />

• Targeted expansion of the geographical<br />

and commercial network<br />

• Excellent products and development of marketing<br />

Goal for end of 2006<br />

annual average growth<br />

revenues +7.4%<br />

1. Commercial<br />

development<br />

2. Organisational<br />

set-up<br />

• Concentration/Rationalisation of the Financial<br />

Operations desk and <strong>di</strong>rect channels<br />

(Internet and Phone banking)<br />

• Organisational simplification<br />

• Elimination of overlapping structures within<br />

the <strong>Group</strong><br />

* Adjusted for goodwill and non-recurring items<br />

** Objectives adjusted to apply IAS (originally 65% and 14.9%) and ITGAAP.<br />

During 2004 the <strong>BPM</strong> <strong>Group</strong> drew up a detailed<br />

and ambitious Strategic Plan for the three years<br />

2004-2006 with the primary objective of regaining<br />

effi ciency and consolidating profitability as a result<br />

of major revenue growth and targeted measures to<br />

cut operating costs.<br />

These goals have been achieved through a detailed<br />

programme of measures and projects affecting<br />

all functions across the <strong>Group</strong>; the efficiency<br />

and profitability goals have been achieved<br />

through general improvement in services and the<br />

variety of products offered to Customers, greater<br />

accessibility to and integration of the <strong>di</strong>stribution<br />

channels, rationalisation of operating processes<br />

and organisational structures and refocusing of<br />

the business with regard to the economic sectors<br />

with which the <strong>BPM</strong> <strong>Group</strong> has been tra<strong>di</strong>tionally<br />

associated.<br />

• Optimisation of operating processes and release<br />

of "commercial time"<br />

• Transfer of resources from the centre to the network<br />

• Actions regar<strong>di</strong>ng staff turnover and structural<br />

measures relating to payroll costs<br />

• Management of costs<br />

3. Operational<br />

efficiency<br />

4. Risk and capital<br />

management<br />

Goal for end of 2006**<br />

Cost/Income ratio 61%<br />

ROE* 12.4%<br />

• Basel 2 project<br />

• Development of instruments and processes<br />

for improving the <strong>di</strong>sbursement and monitoring<br />

of cre<strong>di</strong>t<br />

32 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > reporting of the 2004-2006 strategic plan


Results achieved<br />

2006*<br />

2005<br />

2004<br />

2003<br />

Simplified<br />

Organisational<br />

Structure<br />

RACE Project<br />

New Corporate<br />

Banking Structure<br />

Reorganisation<br />

of finance area<br />

Closure<br />

of foreign<br />

branches<br />

Actions carried out<br />

79.3%<br />

+3.4%<br />

6.3%<br />

+12.0%<br />

72.1%<br />

7.5%<br />

Revenues<br />

+13.6%<br />

67.7%<br />

11.7%<br />

Costs<br />

Cost Income<br />

61.3%<br />

ROE Adjusted<br />

12.5%<br />

Profitability<br />

Starting point Results achieved during the three-year 2004-2006 Plan<br />

* For the sake of consistent comparison, 2006 figures have been recalculated on a pro forma basis through an integral<br />

consolidation of Bipiemme Vita instead of at equity.<br />

• Repositioned loan book on Retail and SME<br />

• Reduced concentration of loan book<br />

• Reduced financial assets component<br />

• Opened 33 new sales points<br />

• Increased number of home mortgages<br />

1. Commercial<br />

development<br />

2. Organisational<br />

set-up<br />

• Restructured finance area<br />

• Closed foreign branches<br />

• Integrated BDL and launched the integration<br />

of CR Alessandria<br />

• Set up new Corporate Banking organisational<br />

structure<br />

• Implemented RACE project (optimising<br />

the operational processes of branches)<br />

• Launched IT sector project to lower costs<br />

• Launched project to rationalise Back Office area<br />

3. Operational<br />

efficiency<br />

4. Risk and capital<br />

management<br />

• Implemented Basel 2 project (launched internal<br />

rating project to measure cre<strong>di</strong>t and market risks)<br />

• Entered into agreement with Aedes for property<br />

funds<br />

• Sold majority stake in <strong>BPM</strong> Private Equity<br />

• Entered into bankinsurance agreement with<br />

Fon<strong>di</strong>aria-SAI<br />

33


2004-2006 Strategic Plan<br />

1<br />

Commercial development<br />

Volumes, revenues and clients 1<br />

The measures taken for Retail and Corporate<br />

clientele have resulted in signifi cant growth<br />

in Customer business and revenues, which<br />

exceeded targets thanks especially to the positive<br />

performance of <strong>di</strong>rect deposits and loans.<br />

The positive trend of volumes and margins improved<br />

company profi tability and has enabled the <strong>Group</strong> to<br />

increase its market share (the <strong>di</strong>rect deposit market<br />

share rose from 1.87% at the end of 2004 to 2.04%<br />

in December 2006).<br />

Strategic businesses<br />

During the course of the Plan, the <strong>BPM</strong> <strong>Group</strong> also<br />

worked on a large project to develop its business<br />

model in order to pursue objectives of qualitative<br />

excellence and product variety, by seeking out<br />

alliances with specialist partners who were market<br />

leaders in complementary spheres to that of<br />

tra<strong>di</strong>tional banking. <strong>BPM</strong> <strong>Group</strong>’s reorganisation<br />

translated into important company events such<br />

as the conclusion of agreements previously<br />

reached with specialist partners (Pitagora SpA<br />

and Fon<strong>di</strong>aria–SAI SpA <strong>Group</strong>) aimed at pursuing<br />

strategic businesses such as Consumer Cre<strong>di</strong>t and<br />

Bankinsurance.<br />

Consumer cre<strong>di</strong>t<br />

A fi rst transaction involved a partnership in the<br />

sector of fi nancing against salary assignments<br />

between <strong>BPM</strong> <strong>Group</strong> and Pitagora 1936 SpA, a<br />

leader in the sector.<br />

The transaction was carried out together with the<br />

closed-end fund “Wisequity II & Macchine Italia”<br />

managed by its subsi<strong>di</strong>ary Wise Venture Sgr.<br />

Through this partnership, <strong>BPM</strong> <strong>Group</strong> will have the<br />

opportunity to strengthen its offering in the cre<strong>di</strong>t<br />

consumer sector and, in the light of recent law<br />

changes, reach client segments that before were at<br />

Customer business and Clientele*<br />

Objective 2006<br />

Strategic Plan<br />

% change<br />

2004-2006<br />

Direct and in<strong>di</strong>rect deposits Euro 53 bn Euro 60.5 bn Euro 60 bn 14%<br />

Loans Euro 20 bn Euro 24.5 bn Euro 23 bn 23%<br />

Customer business Euro 73 bn Euro 85 bn Euro 83 bn 16%<br />

Net interest and other banking income Euro 1,417 mn Euro 1,794 mn Euro 1,723 mn 27%<br />

* Management reporting fi gures.<br />

2004<br />

the margin of institutional relationships with cre<strong>di</strong>t<br />

companies.<br />

Consider in this sense employees of private<br />

companies who need temporary loans for amounts<br />

that are beyond their current means or pensioners.<br />

Bankinsurance<br />

The agreement reached and concluded in 2006<br />

with Fon<strong>di</strong>aria-SAI <strong>Group</strong>, an Italian leader in<br />

bankinsurance activities, has enabled <strong>BPM</strong> <strong>Group</strong><br />

to further consolidate its presence in the life<br />

sector and from 2007 market non-life products. By<br />

integrating banking and insurance systems and<br />

because they are complementary to one another,<br />

<strong>BPM</strong> will be able to offer its Customers a complete<br />

range of products aimed at satisfying needs that<br />

today’s life con<strong>di</strong>tions render more and more<br />

complex.<br />

Furthermore, the agreement with Fon<strong>di</strong>aria-SAI<br />

<strong>Group</strong> will lead to production processes that are<br />

more effi cient and to Customer services offered at<br />

competitive prices.<br />

34 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > reporting of the 2004-2006 strategic plan<br />

2006


Expansion of the geographical and commercial<br />

network 2<br />

In the three-year period the <strong>Group</strong> continued to<br />

open new branches in keeping with its policy<br />

of making proximity to the Customer one of its<br />

fundamental drivers of growth. The programme<br />

of new openings mostly referred to <strong>BPM</strong>, in its<br />

tra<strong>di</strong>tional areas (province of Milan, Rome and<br />

Bari) and in places where citizens and businesses<br />

meet (Viale Bezzi Service Centre with the recent<br />

opening of a pilot branch with a self-service area<br />

and the Lombard airport system with the opening<br />

of the second Malpensa agency). All branches<br />

opened in 2006 strive to realise the R.A.C.E. project<br />

(Reengineerig and Commercial Excellence) – a<br />

new commercial model of the retail network – in<br />

order to improve their relations with Customers<br />

(with new window <strong>di</strong>splays and internal layouts)<br />

and reengineer their internal processes so that<br />

personnel working in the branches and the head<br />

offi ce can reduce their paperwork and focus more<br />

on their relationship with clients.<br />

Under the new commercial model R.A.C.E., selfservice<br />

areas will be installed and new spaces will<br />

be created so that clients can autonomously and<br />

freely manage their time and transactions.<br />

The geographical <strong>di</strong>stribution of ATMs has also been<br />

extended, making them more accessible (inclu<strong>di</strong>ng<br />

for the <strong>di</strong>sabled), while use of the on-line channel<br />

has grown significantly.<br />

1 More detailed information can be found in the section entitled<br />

“Key financial highlights” forming part of the Economic Report.<br />

2 Detailed information on the development of the geographical<br />

and commercial network can be found in the section entitled<br />

“Stakeholders- Customers” forming part of the Social Policies<br />

Report.<br />

35


2004-2006 Strategic Plan<br />

2<br />

Organisational Structure<br />

Rationalisation of the Financial Operations desk<br />

and <strong>di</strong>rect marketing channels (Internet and Phone<br />

banking)<br />

2005 marked the conclusion of the reorganisation<br />

of <strong>BPM</strong> <strong>Group</strong>’s Financial Operations desk. The<br />

foreign branches in London and New York were no<br />

longer operational and in 2006 were defi nitively<br />

closed. <strong>BPM</strong> <strong>Group</strong>’s presence abroad is guaranteed<br />

through <strong>BPM</strong> Ireland, Akros Securities (U.S.), and<br />

the operations desks in Paris and Barcelona, as<br />

well as through the commercial correspondence<br />

agreements in force with the groups Cré<strong>di</strong>t Industriel<br />

et Commercial, Caixa and Raiffeisen Mein Bank.<br />

As for the rationalisation of <strong>di</strong>rect channels (Internet<br />

and Phone banking), all the activities concerning<br />

the <strong>Group</strong>’s virtual bank have been concentrated<br />

under We@Service S.p.A. which develops them in<br />

commercial, advisory and IT terms.<br />

Semplifi cazione organizzativa ed eliminazione <strong>di</strong><br />

strutture sovrapposte all’interno del Gruppo<br />

L’evoluzione dell’Area Finanza del Gruppo ha reso più<br />

effi cace il presi<strong>di</strong>o centralizzato dei rischi fi nanziari<br />

ed ha portato alla realizzazione delle necessarie<br />

mo<strong>di</strong>fi che dei processi organizzativi.<br />

Le logiche sottostanti al processo <strong>di</strong> riorganizzazione<br />

sono riconducibili:<br />

• elimination of operational overlaps within the<br />

<strong>Group</strong>;<br />

• allocation of functions by centre of specialisation;<br />

• redefi nition of internal checks for market risks.<br />

* Management reporting fi gures prepared under IAS<br />

** Figures do not include Bipiemme Vita and Ultrame<strong>di</strong>ass<br />

2004-2006 Strategic Plan<br />

Optimisation of operating processes<br />

The process of improving efficiency includes the<br />

measures to centralise and rationalise the central<br />

back offices, which have freed up “commercial<br />

time” for branch personnel, thus ensuring better<br />

Customer service.<br />

The measures designed to make operating<br />

processes more efficient have helped recover<br />

more resources than expected in the Plan; in fact,<br />

the measures adopted have helped recover the<br />

equivalent of around 100 staff.<br />

Evolution of turnover<br />

The aforementioned operating rationalisation<br />

measures have resulted in signifi cant changes<br />

within the personnel structure: There were 8,277<br />

employees at the end of 2006, which was 228 fewer<br />

than at the start of the planning period.<br />

Management of costs<br />

The management and control of costs have<br />

allowed the <strong>BPM</strong> <strong>Group</strong> to meet the targets set in<br />

the Strategic Plan. With regard to administrative<br />

expenses, these exceeded the plan’s fi nal target for<br />

2006 despite the costs for completing the Viale Bezzi<br />

Service Centre.<br />

Operating efficiency*<br />

2006 2005<br />

Operating effi ciency<br />

2004<br />

(without IAS 32-39)<br />

Objective 2006<br />

Strategic Plan<br />

<strong>Group</strong> administrative expenses 291.6 289.6 290.5 320.0<br />

Payroll costs 691.1 656.8 626.2 624.0<br />

Lightning of <strong>Group</strong> headcount ** 8.277 8.336 8.505 8.296<br />

Cost/Income 61.3% 67.7% 72.1% 61.0%<br />

ROE adjusted 12.5% 11.7% 7.5% 12.4%<br />

36 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > reporting of the 2004-2006 strategic plan<br />

3


2004-2006 Strategic Plan<br />

4<br />

Risk and Capital Management<br />

Between 2004 and 2006 <strong>BPM</strong> <strong>Group</strong> devoted<br />

particular attention to assessing and managing<br />

risks, in the knowledge that their careful controls<br />

within the ambit of their core business would be<br />

vital for steady growth.<br />

In particular, top management took steps to:<br />

– invest adequate resources in risk controls;<br />

– create unity in terms of strategy, coor<strong>di</strong>nation and<br />

control by centralising strategic decisions on risk<br />

management;<br />

– pursue and obtain full awareness of total risk<br />

profi les through analytic assessments of the risks<br />

incurred in the business areas and by the single<br />

subsi<strong>di</strong>aries;<br />

– use a system to limit risk exposure, managed and<br />

maintained by the Parent Bank for the business<br />

areas and subsi<strong>di</strong>aries based on the type of risk.<br />

The above measures were taken through the<br />

following actions:<br />

• Basel 2: <strong>BPM</strong> <strong>Group</strong> has offi cially decided to<br />

employ an internal rating system to determine<br />

cre<strong>di</strong>tworthiness.<br />

The internal rating models developed by the Bank<br />

are specialised accor<strong>di</strong>ng to type of clientele in<br />

order to take into account specifi c size. Attention<br />

is also given to “qualitative” data. In this way,<br />

<strong>BPM</strong> <strong>Group</strong>’s “local bank” image is strengthened,<br />

an image that it already promotes through its<br />

commercial activity, and value is given in the rating<br />

system to data that can be collected and interpreted<br />

thanks to the <strong>Group</strong>’s local presence.<br />

• Financial risks: with the goal of improving the<br />

quality of risk-measuring systems, <strong>BPM</strong> has decided<br />

to request formal approval from the Supervisory<br />

Authority of the systems already in use.<br />

• Operating risks: <strong>BPM</strong> has launched and started to<br />

implement a project to improve the way it manages<br />

operating risks, implementation which became<br />

necessary due to the progressive complexity of the<br />

“operating machine”.<br />

37


ACTIVITIES<br />

From the 2004-2006 Strategic Plan<br />

to the 2007-2009 Strategic Plan<br />

The success of the 2004-2006 Plan has led <strong>BPM</strong> to draw up a 2007–2009 Strategic<br />

Plan that, like the one before it, seeks to render the operating machine more<br />

effi cient, but, unlike its predecessor, is more focused on ambitious profi tability and<br />

effi ciency objectives in terms of its commercial operations in order to ensure <strong>BPM</strong><br />

<strong>Group</strong> as a competitive player in the current banking scene.<br />

Evolution of the activities of the 2004-2006/2007-2009 Strategic Plans<br />

2004-2006 Strategic Plan<br />

Increase results and profi tability<br />

by improving productivity, rationalising<br />

organisation and<br />

stabilising cost structures.<br />

2007-2009<br />

STRATEGIC PLAN<br />

• 100 Activities<br />

• of which 15 reconfirmed<br />

from the previous Plan<br />

15 activities reconfirmed<br />

in the new Plan<br />

2004-2006<br />

STRATEGIC PLAN<br />

• 11 Areas of implementation<br />

• 60 Activities<br />

01/01/2004 31/12/2006 31/12/2009<br />

2007-2009 Strategic Plan<br />

Improve profi tability<br />

by increasing volume per sector<br />

and making commercial operations more<br />

effective and cost structures<br />

more effi cient.<br />

38 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > from the 2004-2006 to the 2007-2009 strategic plan


2007-2009 Strategic Plan<br />

The three pillars for development for <strong>BPM</strong> <strong>Group</strong> in 2007-2009<br />

1.<br />

Development of <strong>BPM</strong><br />

Customer Base<br />

• Higher volumes and<br />

more Customers,<br />

leveraging the Retail and<br />

Small Business segment<br />

• Expan<strong>di</strong>ng sales<br />

network and channels<br />

• Launching new<br />

products<br />

• Controlling new<br />

attractive segments<br />

Innovative actions<br />

on a me<strong>di</strong>umlong-term<br />

horizon<br />

Commercial Banking<br />

Wealth Management<br />

2.<br />

Higher productivity<br />

and profitability<br />

• Improving profitability<br />

and risk profile of<br />

Corporate and<br />

Investment Banking<br />

• Developing selective<br />

loan strategies<br />

• Optimising risk<br />

profiles, human capital<br />

and capital allocation<br />

Focus on performance<br />

and revenues<br />

Corporate Banking<br />

Investment Banking<br />

The 2007-2009 Strategic Plan takes up from where<br />

the 2004-2006 Plan left off by:<br />

• consolidating the lines of strategy identifi ed in the<br />

previous 2004-2006 Plan;<br />

• completing the commercial and organisational<br />

measures previously approved and in progress;<br />

• developing new initiatives and measures aimed at<br />

further reducing structural gaps by planning related<br />

investments and the actions connected thereto.<br />

Better operational<br />

efficiency<br />

• Completing<br />

restructuring started<br />

in recent years<br />

• Optimising operational<br />

processes and ICT<br />

systems<br />

Structural<br />

measures with<br />

long-term benefits<br />

Corporate Center<br />

Main objectives of 2007 - 2009 Strategic Plan<br />

2006<br />

2009 SP 1<br />

CAGR 06-09 2<br />

(Millions of Euros)<br />

Direct deposits 25,340 33,383 9.6%<br />

In<strong>di</strong>rect deposits 38,640 45,298 5.2%<br />

Loans 24,517 31,993 9.3%<br />

Total Customer business 88,497 102,220 4.8%<br />

(Millions of Euros)<br />

Operating income 1,765 2,035 4.9%<br />

Operating costs –1,070 –1,129 1.8%<br />

Operating results 695 906 9.2%<br />

Net profi t for the year* 302 443 13.6%<br />

DELTA 06-09<br />

Cost Income 60.6% 55.5% 5.1<br />

Roe Adjusted* 12.5% 16.1% 3.6<br />

EPS* 0.73 1.07 0.34<br />

Tier 1 (Annual average)** 7.1% 7.7% 0.6<br />

EVA* 147 213 66<br />

*2006 fi gures have been adjusted by exclu<strong>di</strong>ng non-recurrent items. **2009 fi gures have been calculated taking into account the full application of Basel 2<br />

1 S.P. Strategic Plan Objective 2 CAGR Compound annual growth rate<br />

3.<br />

ROE 16.1%<br />

Net profit<br />

CAGR 14.3%<br />

Pay-out<br />

Around 50%<br />

39


2007-2009 Strategic Plan<br />

1<br />

Development of <strong>BPM</strong><br />

Customer base<br />

MAIN INITIATIVES FOR 2007-2009<br />

Branch plan<br />

Strengthen geographical presence, especially in the<br />

business market in the Bank’s tra<strong>di</strong>tional territorial<br />

roots, with the opening of 50 new branches.<br />

Overall renovation plan<br />

of the branch network<br />

The Plan envisages signifi cant renovation to the<br />

internal layout of <strong>BPM</strong> <strong>Group</strong> branches and all the<br />

window <strong>di</strong>splays.<br />

The new layout will make the areas more<br />

comfortable for Customers.<br />

The new window <strong>di</strong>splays will showcase an image of<br />

the Bank that is clear and easily <strong>di</strong>stinguishable as<br />

well as convey reliability and transparency so that<br />

the <strong>Group</strong>’s long-stan<strong>di</strong>ng institutional/relationship<br />

values can emerge and be recognisable. By the end<br />

of 2008, all 700 of the <strong>Group</strong>’s branches will change<br />

the overall look of their window <strong>di</strong>splays.<br />

• Branch plan<br />

• <strong>BPM</strong> cre<strong>di</strong>t point<br />

• New branch layout (internal/external)<br />

• Development of Customer relations<br />

• Direct channels<br />

• Self-service<br />

• Telesales<br />

• Network of loan brokers<br />

• Network of consultants<br />

Customers<br />

1 R.A.C.E. – Reengineering and Commercial Excellence<br />

2 CRM – Customer Relationship Management<br />

Distribution<br />

R.A.C.E. 1<br />

& CRM 2<br />

• Loyalty program 2<br />

• Emerging segments (young couples,<br />

immigrants and atypical workers)<br />

• Private Banking<br />

New windows - daytime<br />

New windows - nighttime<br />

• Direct issue of cre<strong>di</strong>t cards<br />

• Salary assignments<br />

• Life bankinsurance<br />

• Non-life bankinsurance<br />

• Leasing<br />

• Derivatives rates and exchange (sales)<br />

• Hedge funds<br />

Products<br />

40 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > 2007-2009 strategic plan


Cre<strong>di</strong>t Point<br />

<strong>BPM</strong> plans to establish a network of Cre<strong>di</strong>t Points<br />

operating in conjunction with branches that is<br />

specialised in household cre<strong>di</strong>t (eg, mortgages,<br />

personal loans, salary assignments, revolving<br />

and non-revolving cre<strong>di</strong>t cards) and employs an<br />

innovative format that is more fl exible and costeffective.<br />

Cre<strong>di</strong>t card issuance<br />

This project seeks to redefi ne the role of <strong>BPM</strong> from<br />

<strong>di</strong>stributor to issuer of its own cre<strong>di</strong>t products.<br />

In this way, <strong>BPM</strong> would have the opportunity<br />

to establish a <strong>di</strong>rect and effi cient relationship<br />

with cardholders, while at the same time cutting<br />

management costs for the benefi t of both <strong>BPM</strong> and<br />

the Customer.<br />

Development and attention to new Customer<br />

segments (young couples, atypical workers and<br />

immigrants)<br />

Because of the economic hardships and deep<br />

cultural <strong>di</strong>fferences that characterise this type of<br />

Customer, attention must focus on their constantly<br />

R.A.C.E<br />

&<br />

C R M<br />

P<br />

R<br />

O<br />

C<br />

E<br />

S<br />

S<br />

E<br />

S<br />

I<br />

N<br />

S<br />

T<br />

R<br />

U<br />

M<br />

E<br />

N<br />

T<br />

S<br />

• Segmentation of Customers and changes/redesign of portfolio<br />

(one manager per Customer)<br />

• New Front End organisation model<br />

• Final commercial plans at branch level<br />

• Structured and measurable sales processes<br />

• Redesign of operational processes with low added value<br />

for activity rationalisation (release of time for resources)<br />

• Motivational leverages<br />

• New internal layout<br />

• In<strong>di</strong>viduals<br />

• Companies<br />

evolving lifestyles and highly segmented consumer<br />

behaviour. At the end of 2005, there were 2 million<br />

young couples, approximately 3 million atypical<br />

workers (17% resi<strong>di</strong>ng in Lombardy) and 2.8 million<br />

immigrants in Italy.<br />

In the light of this data, <strong>BPM</strong> <strong>Group</strong> proposes to<br />

guarantee a comprehensive offering that responds<br />

to the needs of this target Customer, and to this<br />

end:<br />

• increase the immigrant Customer base for which<br />

<strong>BPM</strong> plans to devote multime<strong>di</strong>a corners within<br />

its branches, increase the number of agreements<br />

with ethnic/trade associations and telephone<br />

companies, and employ native speakers to work in<br />

branches and call centres;<br />

• make more mortgages available to atypical<br />

workers and young couples with special plafonds<br />

and fl exible repayment methods.<br />

Consumer cre<strong>di</strong>t<br />

<strong>BPM</strong> <strong>Group</strong> plans to complete its consumer cre<strong>di</strong>t<br />

offering through a partnership with Pitagora 1936<br />

to issue products and services linked to salary<br />

Instruments supporting the 2007-2009 Strategic Plan: R.A.C.E. and CRM Project<br />

The Plan will be backed by important commercial management instruments such as R.A.C.E. and CRM.<br />

R.A.C.E. is a commercial model aimed at improving Customer service and results for the Bank.<br />

CRM (Customer Relationship Management) is a tool used to identify the qualitative and behavioural traits of Customers.<br />

• Analysis<br />

of Customers<br />

financial position<br />

• Renewed platform<br />

• Creation of CRM instruments to support the RACE project<br />

• Changes to in<strong>di</strong>cators: churn, potential products, risk level<br />

• Changes to and evolution of current platform<br />

• Optimisation of interface for companies<br />

• Integrated segmentation of potential commercial/risk<br />

• Prescreening of potential customers and preresolution of contact management system<br />

RACE and CRM<br />

objectives<br />

Cutting<br />

Staff<br />

Defection Rate<br />

Increasing<br />

Overall Cross<br />

Selling<br />

41


assignments and other products and services<br />

marketed by <strong>BPM</strong> through the Pitagora network.<br />

Wider use of <strong>di</strong>rect channels<br />

The Plan proposes to increase the use of Internet<br />

Banking by:<br />

• widening the offer of on-line products (eg,<br />

personal loans, virtual bank accounts for Small<br />

Business);<br />

• implementing innovative projects (eg, new access<br />

methods, electronic invoicing).<br />

Bankinsurance<br />

<strong>BPM</strong> <strong>Group</strong> plans to offer non-life products through<br />

its collaboration with Fon<strong>di</strong>aria–SAI to render the<br />

bank-insurance offering more complementary<br />

and integrative (eg, family protection products<br />

– home insurance, head of family insurance, legal<br />

assistance – and auto insurance).<br />

Loyalty Programme<br />

This programme rewards Customers’ loyalty to <strong>BPM</strong><br />

products and services with collectable points.<br />

Ad<strong>di</strong>tion of Customer relations resources<br />

<strong>BPM</strong> <strong>Group</strong> will add 80 professionals (between<br />

developers and fi nancial brokers) to its network<br />

with the task of focusing on the Retail segment and<br />

the SME and Small Business market to enhance<br />

Customer relations.<br />

CHIEDI DI PIÙ ALLA TUA BANCA E RICEVI UN MONDO DI PUNTI.<br />

Scopri la facilità <strong>di</strong> regalarti tanti premi esclusivi.<br />

PREPARATI A UN NUOVO PUNTO DI VISTA.<br />

FOTOCAMERA DIGITALE.<br />

Main bank project<br />

Over time, <strong>BPM</strong> has become deeply rooted in Italy’s<br />

entrepreneurial fabric, especially in the area of<br />

Lombardy where it has been historically present.<br />

Thanks to <strong>BPM</strong>’s historical presence and attention<br />

to the needs of entrepreneurs over time it has<br />

recorded above-average increases in loans, while at<br />

the same time ensuring a level of risk that is among<br />

the lowest on the market.<br />

It is starting from these relationships forged over<br />

the years that the <strong>Group</strong>’s banks aim to strengthen<br />

their positioning and offer themselves as reference<br />

partners to satisfy the fi nancial needs of companies.<br />

CHIEDI DI PIÙ ALLA TUA BANCA E RICEVI UN MONDO DI PUNTI.<br />

Scopri la facilità <strong>di</strong> regalarti tanti premi esclusivi.<br />

PREPARATI A UN NUOVO PUNTO DI VISTA.<br />

SERVIZIO POSATE.<br />

42 � social responsibility report > mission, gui<strong>di</strong>ng principles and strategies > 2007-2009 strategic plan


2007-2009 Strategic Plan<br />

2<br />

Greater productivity<br />

and profi tability<br />

Lines of strategy for development of<br />

Risk and Capital Management<br />

The Plan seeks to improve risk levels and optimise<br />

capital absorption.<br />

The <strong>Group</strong> plans to strengthen its cre<strong>di</strong>t policy by:<br />

• strictly applying and carefully monitoring internal<br />

management restrictions;<br />

• developing operations with Private, Small<br />

Business and SMEs;<br />

• limiting the level of concentration of the loan<br />

portfolio.<br />

By fully applying the new Basel 2 prudential rules,<br />

<strong>BPM</strong> will have the opportunity to base its business<br />

Customer relations on more transparent and stable<br />

foundations.<br />

Lastly, by making its regulatory capital more<br />

effi cient, <strong>BPM</strong> can narrow the gap between capital<br />

invested by shareholders (net equity) and capital<br />

allocated to business lines.<br />

Commercial Banking (55)<br />

Information Technology (9)<br />

2007-2009 Strategic Plan<br />

3<br />

Planned Activities<br />

In terms of its internal processes, <strong>BPM</strong> will continue<br />

to regain effi ciency, as already developed in the<br />

previous Plan.<br />

Corporate Center (16)<br />

Improve operating<br />

effi ciency<br />

Rationalisation of the operational mechanism<br />

Organisational<br />

measures<br />

ICT<br />

Administrative<br />

costs<br />

Investments<br />

• Render the central functions and<br />

commercial network more efficient.<br />

• Optimise property management.<br />

• Consolidate and complete<br />

IT sector restructuring measures.<br />

• Cut unit purchase costs<br />

and consumption of all <strong>Group</strong><br />

companies by:<br />

– making the <strong>Group</strong>'s Procurement<br />

Department fully operational;<br />

– consolidating cost managment<br />

practises initiatied during<br />

the previous plan.<br />

• Restore investment balance through<br />

progressive action ranging<br />

from measures aimed at supporting<br />

the operational mechanism<br />

to investments geared towards<br />

developing commercial relations.<br />

The 2007-2009 Strategic Plan envisages approximately 100 activities, <strong>di</strong>vided up by business line<br />

(commercial banking, corporate banking, investment banking, wealth management, IT and<br />

Corporate Centre) and involving all of the companies of the <strong>Group</strong>.<br />

LE ATTIVITÀ MESSE A PIANO<br />

Wealth Management (2)<br />

Investment Banking (12)<br />

Corporate Banking (8)<br />

43


<strong>BPM</strong> <strong>Group</strong> Identity<br />

Governance


The Parent Bank’s system<br />

of co-operative<br />

governance<br />

Governance, in its widest sense, relates not only<br />

to the system of rules governing relationships<br />

between shareholders, Directors, management<br />

and other stakeholders, but also to the set of laws,<br />

market rules and methods of governance and<br />

management that allow the business to attract<br />

capital and to create an efficient, effective and<br />

profitable business.<br />

1<br />

As established by Decree 310/04<br />

2<br />

Within the limits specified in the special rule set out in new article<br />

150bis of the Banking Act<br />

3<br />

In other words, the legislator allows the possibility of creating, within<br />

the standard co-operative model, corporate entities in which - like<br />

co- operative banks - the mutualistic purpose may co-exist, in compliance<br />

with the co-operative governance model, with a profit-seeking<br />

purpose, as reflected in the possibility of <strong>di</strong>stributing the full amount<br />

of earnings, the grant of rights over the assets to shareholders who<br />

are not Members, and the favour accorded to institutional investors in<br />

the matter of share ownership limits.<br />

46 � social responsibility report > group identity > governance<br />

Governance of Co-operative Banks<br />

The applicability of the company law reforms<br />

to co-operative banks 1 and specifically the new<br />

rules on co-operatives, 2 confirms the membership<br />

of such banks in the <strong>di</strong>verse “family” of cooperative<br />

institutes, inclu<strong>di</strong>ng those that are not<br />

“predominantly mutualistic”. 3<br />

In this way co-operative banks not only retain the<br />

principal structural and functional characteristics of<br />

co-operative entities, but they also offer a unique<br />

model of mutuality at the service of their Members,<br />

in support of the local economies of the areas in<br />

which they operate (provi<strong>di</strong>ng particular access<br />

to cre<strong>di</strong>t for in<strong>di</strong>vidual Customers and SMEs) and<br />

through their original “democratic” method of<br />

governance based on the equality of their Members.<br />

This equality includes the following features:<br />

• each shareholder-member is entitled to a single<br />

vote, regardless of the number of shares held<br />

(one-man-one-vote);<br />

• no one may hold more than 0.50% of share capital<br />

(sharehol<strong>di</strong>ng threshold), with the exception<br />

of undertakings for collective investment in<br />

transferable assets;<br />

• there must be at least two hundred members;<br />

• any earnings not allocated to the legal reserve,<br />

other reserves, or other purposes specified in<br />

the articles of association or not <strong>di</strong>stributed to<br />

members, are allocated to charity or activities of<br />

social benefit;<br />

• resolutions by the Board of Directors to approve<br />

or reject applications by shareholders for admission<br />

to membership must be taken bearing in mind the<br />

company’s interests, the rules embo<strong>di</strong>ed in the<br />

articles of association and the spirit of the<br />

co-operative principle (approval clause).<br />

Members are therefore those who not only own<br />

shares but have also been approved by the Board<br />

of Directors and so have been entered into the<br />

Register of Members, thereby becoming entitled<br />

to participate and vote in general meetings. Such a<br />

right is not granted to Shareholders, who can only<br />

exercise ownership rights.<br />

The co-operative banking model’s one-man-onevote<br />

system and restrictions on share ownership<br />

preventing the formation of pre-established<br />

controlling syn<strong>di</strong>cates fosters the presence of<br />

independent Directors on the Board of Directors<br />

and its committees and is also the reason, since<br />

each Member has equal status, for the active<br />

participation in decisions taken in general meetings.


Governance of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

As part of the reconfirmed vali<strong>di</strong>ty of the cooperative<br />

model, <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> has<br />

undertaken an extensive remodelling of its internal<br />

governance system in recent years with the purpose<br />

of optimising the rules of procedure and operation<br />

of its governing and supervisory bo<strong>di</strong>es on the<br />

basis of greater efficiency and representation of its<br />

members.<br />

<strong>BPM</strong>’s current model of governance is based on the<br />

following principles and goals:<br />

• to foster the representativeness of the general<br />

meeting and the corporate bo<strong>di</strong>es, through the<br />

defence of minority groupings and the presence of<br />

their representatives on corporate bo<strong>di</strong>es;<br />

• to ensure the independence and professionalism<br />

of members of the Board of Directors and the<br />

transparency of their decisions, these goals also<br />

being behind the Bank’s adoption of the best<br />

practice rules contained in the Code of Conduct for<br />

Listed Companies (with the implementation of the<br />

new e<strong>di</strong>tion of March 2006);<br />

• to ensure effective rules of procedure and<br />

suitable controls over roles and responsibilities,<br />

through constant evaluation of the organisation<br />

and efficiency of board committees (to which,<br />

in accordance with the aforementioned Code<br />

of Conduct, a special annual meeting is now<br />

de<strong>di</strong>cated);<br />

• to make subsi<strong>di</strong>ary companies aware of their<br />

responsibility for the specific mission concerning<br />

clear, transparent rules, promoting their<br />

appreciation and efficiency as part of a <strong>Group</strong>-wide<br />

strategic policy;<br />

• to encourage the hol<strong>di</strong>ng of shares by employees<br />

in order to maximise participation;<br />

• to encourage shareholders to become members of<br />

the co-operative in order to foster their participation<br />

in its operation and decisions, also ensuring greater<br />

protection of their interests.<br />

Governance thus conceived makes it possible<br />

to achieve a harmonious balance between the<br />

interests of Members/Shareholders, Customers<br />

and Personnel.<br />

These interests, which in the long run find their<br />

natural reflection in the achievement of the Bank’s<br />

mission to the benefit of all the stakeholders, are<br />

protected in the short term by the transparency<br />

and efficiency of operations, guaranteed by the<br />

independence and professionalism of the Board<br />

of Directors and management.<br />

47


governing and supervisory bo<strong>di</strong>es<br />

key:<br />

governing<br />

supervisory<br />

Oversees the process<br />

of evaluating cre<strong>di</strong>t,<br />

market and operational risks<br />

(measurement of exposure<br />

to risk, review of scenarios)<br />

arbitration<br />

committee<br />

3 acting memebers and<br />

2 alternate members<br />

general management<br />

risk<br />

management<br />

Verifies<br />

limits<br />

in<strong>di</strong>vidual<br />

departments<br />

48 � social responsibility report > group identity > governance<br />

shareholders’ meeting<br />

board of<br />

<strong>di</strong>rectors<br />

20 <strong>di</strong>rectors, inclu<strong>di</strong>ng the chairman,<br />

2 deputy chairmen and one <strong>di</strong>rector entrusted<br />

with ensuring that the internal control system is functional<br />

(as provided for in the new code of conduct)<br />

executive committee<br />

7 members, inclu<strong>di</strong>ng the Chairman<br />

and two Deputy Chairmen<br />

Board Financing<br />

Committee<br />

9 memebers, inclu<strong>di</strong>ng the Chairman<br />

and two Deputy Chairmen<br />

Remuneration Committee<br />

5 memebers (who do not sit on the<br />

Executive Committee)<br />

Policy guidelines<br />

Improvement<br />

of work programmes<br />

In<strong>di</strong>viduals departments and the networks carry<br />

out specific controls on <strong>di</strong>rect activities through<br />

duly documented monitoring procedures (line controls)<br />

board<br />

of statutory<br />

au<strong>di</strong>tors<br />

5 acting members and<br />

4 alternate members<br />

Members Relaions’ Commission<br />

6 memebers (of whom 4 do not sit on the<br />

Executive Committee)<br />

Internal Control Committee<br />

6 memebers (of whom 5 do not sit on the<br />

Executive Committee)<br />

Supervisory Committee<br />

(Decree 231/01)<br />

4 memebers inclu<strong>di</strong>ng the Technical and<br />

Operating Controls Manager<br />

General au<strong>di</strong>ts<br />

Specific au<strong>di</strong>ts<br />

Follow-up work<br />

Monitoring<br />

Reporting of anomalies<br />

Results of reviews<br />

performed<br />

State-of-the-art<br />

system of control<br />

management of<br />

internal au<strong>di</strong>ting<br />

Report on line controls<br />

Reporting of anomalies<br />

This performs supervisory<br />

activities, taking part in all<br />

meetings of the Board of<br />

Directors and Executive<br />

Committee and, in the person<br />

of the Chairman or one of his<br />

nominees, meetings of the<br />

Internal Control Committee.<br />

Members of the Board of<br />

Statutory Au<strong>di</strong>tors may attend<br />

Supervisory Committee<br />

meetings.<br />

This assists the Board<br />

of Directors in setting guidelines<br />

for the system of internal<br />

controls and perio<strong>di</strong>cally checks<br />

the adequacy thereof<br />

In accordance with Decree 231/01<br />

this committee evaluates the<br />

adequancy of the organisational,<br />

operational and control models<br />

and of the COde of Ethics and<br />

monitors their operation and<br />

observance<br />

netwotks<br />

Is not bound<br />

to any operational<br />

function and reports<br />

<strong>di</strong>rectly to the BoD.


General Meetings<br />

1 Based on new article 147-ter of Decree 58/98, as amended by<br />

Law 262/05 (known as the “Investment protection law”) and<br />

subsequently by Legislative Decree no. 303/06 (the so-called<br />

“Corrective Decree”)<br />

General meetings represent all the Bank’s<br />

Members and its conduct is governed by the law,<br />

the articles of association, the Regulations for<br />

General Meetings and, unless otherwise provided,<br />

by the Chairman.<br />

General meeting may be attended by Members<br />

listed in the Register of Members, in the manner<br />

and terms stated in the articles of association, as<br />

well as by the Directors, members of the Board<br />

of Statutory Au<strong>di</strong>tors and members of senior<br />

management.<br />

General meetings can be attended, without<br />

any right to speak or to vote, by professionals,<br />

consultants, experts, fi nancial analysts, qualifi ed<br />

journalists and persons other than Members, if<br />

expressly authorised by the Board of Directors or<br />

by the meeting’s Chairman.<br />

Regulations for General Meetings<br />

Their purpose is to provide a full set of functional<br />

rules for governing the procee<strong>di</strong>ngs of general<br />

meetings, a key event in the corporate life of a<br />

co-operative bank with widely-held shares.<br />

These Regulations provide rules relating to:<br />

• the procedures and con<strong>di</strong>tions for taking part in<br />

general meetings;<br />

• the powers of the Chairman for running such<br />

meetings;<br />

• how ballot papers should be arranged, how<br />

voting should take place and how votes should be<br />

counted.<br />

List voting system<br />

<strong>BPM</strong> encourages the presence of the various<br />

member groups on the Board of Directors and<br />

Board of Statutory Au<strong>di</strong>tors and their aggregation<br />

into associations representing like interests,<br />

with a view to the Bank’s general interest and<br />

in compliance with the co-operative model. The<br />

adoption of the list voting system for appointing<br />

Directors since the general meeting of April 2003<br />

– now compulsory for listed companies 1 – has<br />

given “minority members” a more <strong>di</strong>rect say in the<br />

running of the Bank, making its governing body<br />

more representative and respected by the general<br />

body of Shareholders.<br />

Single ballot for the appointment of the entire<br />

Board of Directors<br />

As a result of adopting the “list voting system” in<br />

the general meeting of April 2003, it has become<br />

more appropriate to re-elect the entire Board<br />

of Directors in a single ballot (unlike the former<br />

system which involved at least two ballots), in order<br />

49


to ensure balance between the <strong>di</strong>fferent member<br />

groupings and to provide the Bank with a stable,<br />

cohesive governing body for the entire three-year<br />

term.<br />

Membership review<br />

The Bank’s membership is reviewed through a<br />

detailed examination of the entries contained in<br />

the Register of Members and the cancellation of all<br />

those names who no longer own the Bank’s shares.<br />

The purpose is to provide Members and the market<br />

with correct information about the actual size of<br />

membership; this is also needed for the purposes<br />

of determining the quorum for the meeting’s valid<br />

formation and the quorum required for passing valid<br />

resolutions set out in the articles of association.<br />

General resolution concerning management of<br />

relationshipswith Members<br />

This resolution defi nes the requirements and<br />

procedures for admitting the can<strong>di</strong>date as a<br />

Member, who must own at least 100 shares as a<br />

guarantee of their effective interest in taking part in<br />

the co-operative and provide a statement that they<br />

are committed to retaining these shares over time.<br />

This resolution also establishes the requirements<br />

and procedures for cancelling membership and the<br />

criteria for maintaining the Register of Members and<br />

the Register of Shareholders<br />

(see the subsequent section on “Members and<br />

Shareholders”).<br />

50 � social responsibility report > group identity > governance<br />

The mechanism of list voting involves:<br />

• the presentation of the lists of can<strong>di</strong>dates by a group of not<br />

less than 300 shareholders who have been included in the<br />

Register of Members for at least 90 days, and who have a<br />

right to attend and vote at the general meeting;<br />

• a fi xed number of Directors nominated by the majority<br />

members (16) and by any “minority” groups (up to 4 in total);<br />

• the replacement of Directors, if necessary, during the<br />

course of their three-year term in offi ce maintaining - where<br />

possible - the proportion between the majority and any<br />

“minorities” as in<strong>di</strong>cated above;<br />

• the introduction of a “representative quorum” for lists<br />

obtaining at least 150 f the votes validly expressed at the<br />

general meeting (lists obtaining less than this minimum<br />

threshold are not taken into consideration for the purposes<br />

of board appointments);<br />

• appointment of the Chairman and the two Deputy<br />

Chairmen, respectively, in the same order as the fi rst three<br />

can<strong>di</strong>dates shown on the list voted by the majority.


General Meeting held in 2006<br />

Reappointment of the Board of Directors<br />

membership analysis<br />

analysis of the 5,267 votes placed<br />

Members – 54,478 (53.32%)<br />

Shareholders – 47,691 (46.68%)<br />

Other Members – 39,438 (72.39%)<br />

Institutional Investor Members – 6 (0.01%)<br />

Partner Members* - 7 (0.01%)<br />

Large Shareholder Members – 27 (0.05%)<br />

Associations** - 15,000 (27.53%)<br />

List 3 - Friends of <strong>BPM</strong> Association - 2,160 (41.03%)<br />

List 1 - Together for <strong>BPM</strong> Association - 1,605 (30.47%)<br />

List 2 - Non-<strong>BPM</strong> Staff Members Committee - 1,421 (26.98%)<br />

Blank ballots - 61 (1.15%)<br />

Void ballots - 20 (0.37%)<br />

* Partner Members: Fondazione Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria and C.I.C. - Cre<strong>di</strong>t Mutuel <strong>Group</strong> – with whom there<br />

are agreements which, amongst other things, make provision for involvement in the corporate bo<strong>di</strong>es.<br />

** Figures reported in declarations by the in<strong>di</strong>vidual Member Associations.<br />

The general meeting of 6 May 2006<br />

elected the new Board of Directors<br />

using the list voting system, which<br />

confirmed four <strong>di</strong>rectors as<br />

representatives of "minority lists"<br />

out of the total number of twenty.<br />

Lists Represented on the Board<br />

of Directors<br />

The Articles of Association have<br />

allowed groupings of members to<br />

transform themselves into<br />

associations.<br />

Friends of <strong>BPM</strong> Association<br />

16 <strong>di</strong>rectors of whom one<br />

representing the Partner C.I.C. -<br />

Cre<strong>di</strong>t Mutuel <strong>Group</strong> and one<br />

Fondazione Cassa <strong>di</strong> Risparmio <strong>di</strong><br />

Alessandria.<br />

Together for <strong>BPM</strong> Association<br />

2 <strong>di</strong>rectors<br />

Non-<strong>BPM</strong> Staff Members<br />

Committee<br />

2 <strong>di</strong>rectors<br />

List - Association<br />

Votes gained % voters Directors<br />

List 3 - Friends of <strong>BPM</strong> 2,160 41.03 16<br />

List 1 - Together for <strong>BPM</strong><br />

List 2 - Non-<strong>BPM</strong> staff members<br />

1,605 30.47 2<br />

committee 1,421 26.98 2<br />

Null and blank 81 (20+61) 1.52<br />

51


Board<br />

of Directors<br />

52 � social responsibility report > group identity > governance<br />

The Bank’s Board of Directors consists of a<br />

Chairman, two Deputy Chairmen and seventeen<br />

Directors, all of whom are members of the Bank<br />

in accordance with article 32 of the articles of<br />

association.<br />

The Board is invested with powers of or<strong>di</strong>nary and<br />

extraor<strong>di</strong>nary administration and it usually meets<br />

once a month.<br />

It is called by the Chairman, who presents a<br />

specifi c, detailed agenda at least one week<br />

before the meeting, except in the case of more<br />

urgent meetings. The members of the Board of<br />

Directors and of the Board of Statutory Au<strong>di</strong>tors are<br />

normally sent in advance all of the documentation<br />

and information needed to give them adequate<br />

background knowledge of the matters being<br />

<strong>di</strong>scussed at board meetings.<br />

As a result of the voting at the general meeting<br />

in May 2006, four representatives of minority<br />

members were elected to the Board out of a total<br />

number of twenty.<br />

Executivity and Independence<br />

Following the adoption of the new Code of Conduct<br />

for Listed Companies (March 2006 e<strong>di</strong>tion), the<br />

Bank’s Board of Director’s met on 6 February 2007<br />

to evaluate both the level of executivity (as per<br />

Article 2.C.1 of the Code) and independence (as per<br />

Article 3 of the Code) of Directors.<br />

The results of the evaluation revealed that based<br />

on the criteria set out in the Code of Conduct,<br />

two out of the twenty Directors were “executive”<br />

and therefore not independent (in particular the<br />

Chairman of the Board of Directors and the new<br />

Director charged with overseeing the functionality<br />

of the internal control system), nine were nonindependent<br />

Directors in other areas (more<br />

specifi cally, they are important representatives<br />

of strategic subsi<strong>di</strong>aries or have held their offi ce<br />

for more than nine years) and the remaining nine<br />

Directors were independent in the sense that:<br />

• they do not control the Bank either <strong>di</strong>rectly or<br />

in<strong>di</strong>rectly or even through subsi<strong>di</strong>aries, fi duciary<br />

companies or interposition of persons, nor can<br />

they exercise signifi cant control or infl uence over<br />

the Bank; furthermore, they cannot participate in<br />

shareholders’ agreements in which one or more<br />

parties exercises control or a signifi cant infl uence<br />

over the Bank;<br />

• they are not, nor have been in the past three<br />

fi nancial years, infl uential members of the<br />

Bank, any of its strategic subsi<strong>di</strong>aries or jointlycontrolled<br />

companies, or of companies or entities<br />

that, together with others through sharehol<strong>di</strong>ng<br />

agreements, control the Bank or have a signifi cant<br />

infl uence over the same;


• they do not have, now or in the previous fi nancial<br />

year, a <strong>di</strong>rectly or in<strong>di</strong>rectly signifi cant commercial,<br />

fi nancial or professional infl uence over (eg,<br />

through subsi<strong>di</strong>aries or companies of which they<br />

are infl uential representatives or as partners of a<br />

professional or consultancy fi rm):<br />

– the Bank, its subsi<strong>di</strong>aries or any of its infl uential<br />

representatives;<br />

– any party that, even together with others through<br />

a shareholders’ agreement, controls the Bank or, if a<br />

company or entity, over infl uential representatives,<br />

in other words are not nor have been in the last<br />

three fi nancial years employees of any of the above<br />

parties.<br />

• they do not receive and in the past three<br />

fi nancial years have not received from the Bank<br />

or its subsi<strong>di</strong>ary or parent company substantial<br />

remuneration in ad<strong>di</strong>tion to the “fi xed” nonexecutive<br />

Directors’ fee, inclu<strong>di</strong>ng participation in<br />

incentive plans linked to company performance,<br />

even through sharehol<strong>di</strong>ngs;<br />

• they have not been Directors of the Bank for more<br />

than nine years in the last twelve years;<br />

• they are not executive Directors for another<br />

company in which an executive Director of the Bank<br />

holds an offi ce as Director;<br />

• they are not members or Directors of a company<br />

or entity belonging to the network of the au<strong>di</strong>t fi rm<br />

entrusted with au<strong>di</strong>ting the Bank’s accounts;<br />

• they are not <strong>di</strong>rectly related to a person in one of<br />

the aforementioned con<strong>di</strong>tions.<br />

All the Directors are committed to exclusively<br />

pursuing the interests of the Bank regardless of<br />

those who put them up as can<strong>di</strong>dates.<br />

Experience and integrity<br />

All the Directors meet the requirements of<br />

experience and integrity demanded by the special<br />

rules and regulations for the banking sector. The<br />

experience of the Directors is also witnessed by the<br />

professionalism, expertise and <strong>di</strong>ligence <strong>di</strong>splayed<br />

when participating at board meetings.<br />

Bank and industry separation and absence of<br />

confl ict of interests<br />

The issues of Directors’ experience and<br />

independence are linked to the delicate topic of<br />

the relationship between banks and industry and<br />

the consequent potential confl ict of interests. The<br />

restriction on share ownership in cooperative banks<br />

- which prevents the formation of pre-established<br />

controlling majorities - is on its own a guarantee<br />

that bank/industry separation is maintained.<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> has always paid the<br />

utmost attention to this subject, in which it has<br />

been helped by its tra<strong>di</strong>tional roots in the retail<br />

and small and me<strong>di</strong>um enterprise segments, which<br />

represent its most numerous class of shareholder.<br />

In this sense even the major strategic partnerships<br />

entered into in recent years (specifi cally the<br />

admission to membership of Cré<strong>di</strong>t Industriel et<br />

Commercial and Fondazione Cassa <strong>di</strong> Risparmio <strong>di</strong><br />

Alessandria) are strictly in the banking and fi nancial<br />

sector and are <strong>di</strong>rectly geared to developing the<br />

Bank both nationally and internationally.<br />

It should also be stressed that no member of<br />

“big industry” has an interest in <strong>BPM</strong>’s share<br />

capital and so does not have any infl uence over its<br />

len<strong>di</strong>ng “philosophy”, or over company policy in<br />

general. Similarly, none of the current Directors is a<br />

representative of “big industry”.<br />

53


54<br />

The complete list of current Directors appointed in a single ballot by the general meeting held on 6 May 2006 is reported<br />

below, along with details of the board committees on which each sits and of other Directorships/corporate positions held.<br />

Roberto Mazzotta<br />

Chairman<br />

Member of the Committees: Executive, Financing<br />

Director of Sogepar S.p.A.<br />

Director of Cré<strong>di</strong>t Industriel et Commercial<br />

Director of Aedes S.p.A.<br />

Director of Metalfi n UK<br />

Director of Carmiano SS.<br />

Mario Artali<br />

Deputy Chairman<br />

Member of the Committees: Executive, Financing<br />

Deputy Chairman of <strong>Banca</strong> Akros S.p.A.<br />

Chairman of Wise Venture SGR S.p.A.<br />

Chairman of Sigma Tau America S.A.<br />

Director of Sigma Tau Finanziaria S.p.A.<br />

Deputy Chairman Sigma Tau Industrie Farmaceutiche<br />

Riunite S.p.A.<br />

Chairman of Sigma Tau International SA.<br />

Director of Sigma Tau Europe SA.<br />

Director of Sigma Tau Healthscience S.p.A.<br />

Chairman Sigma Tau Sudan Ltd.<br />

Director of Tecnogen S.p.A.<br />

Director of Biofutura Pharma S.p.A.<br />

Director of Biosint S.p.A.<br />

Director of Avantgarde S.p.A.<br />

Director of Prassis S.p.A.<br />

Marco Vitale<br />

Deputy Chairman<br />

Member of the Committees: Executive, Financing<br />

Chairman of Bipiemme Gestioni SGR S.p.A.<br />

Director of Etica SGR S.p.A.<br />

Chairman of Same Deutz Fahr Italia S.p.A.<br />

Director of Same Deutz Fahr S.p.A.<br />

Director of A.S.M. Brescia S.p.A.<br />

Director of Recordati Industria Chimica e Farmaceutica<br />

S.p.A.<br />

Director of Ermenegildo Zegna HoldItalia S.p.A.<br />

Director of Pictet International Capital Management<br />

Director of Pictet & C. SIM S.p.A.<br />

Chairman of Vincenzo Zucchi S.p.A.<br />

Member of the Supervisory Board Deutz AG – KOLN<br />

Director of Snaidero R. S.p.A.<br />

Director of LU-VE S.p.A.<br />

Director of Smeg S.p.A.<br />

Chairman of Consiglio <strong>di</strong> Sorveglianza Mid Industry<br />

Capital S.p.A.<br />

(1) Secretary to the Board of Directors<br />

(2) Representing a “minority” (“Together for <strong>BPM</strong>” list )<br />

(3) Representing a “minority” (“Non-<strong>BPM</strong> Staff Members<br />

Committee” list)<br />

N.B. The list representing the majority is known as<br />

Friends of <strong>BPM</strong>.<br />

Enrico Airaghi<br />

Director<br />

Member of the Committees: Executive, Internal<br />

Control, Members’ Relations<br />

Luca Caniato (2)<br />

Director<br />

Member of the Committees: Remuneration<br />

General Representative of Koelliker S.p.A.<br />

Executive Deputy Chairman and Managing Director of Koelliker<br />

Multime<strong>di</strong>a s.r.l. – Executive Deputy Chairman and Managing<br />

Director of M.M. Automobili Italia S.p.A. – Executive Deputy<br />

Chairman and Managing Director of Hyundai Automobili<br />

Italia Importazioni S.p.A. – Executive Deputy Chairman of<br />

Kia Motors Italia S.p.A. – Executive Deputy Chairman and<br />

Managing Director of Symi S.p.A. – Executive Deputy Chairman<br />

and Managing Director of Koelliker Gestioni S.p.A. – Executive<br />

Deputy Chairman and Managing Director of Koelliker Handling<br />

S.p.A. – Chairman of Autotrade and Logistics S.p.A. – Chairman<br />

of Ski Area Valchiavenna S.p.A. – Chairman of Koelliker<br />

Automobili Torino s.r.l. – Chairman of Koelliker Automobili<br />

Padova s.r.l. – Chairman of Koelliker Automobili Roma s.r.l.<br />

Emilio Castelnuovo (1)<br />

Director<br />

Member of the Committees: Executive,<br />

Financing, Remuneration<br />

Director of Bipiemme Immobili S.p.A.<br />

Giuseppe Coppini<br />

Director<br />

Member of the Committees:<br />

Financing, Members’ Relations<br />

Deputy Chairman of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of Nordest <strong>Banca</strong> S.p.A.<br />

Director of Cassa <strong>di</strong> Risparmio <strong>di</strong> Asti S.p.A.<br />

Enrico Corali<br />

Director<br />

Member of the Committees: Financing<br />

Chairman of BAS-Servizi Idrici Integrati S.p.A.<br />

Director of Multiservizi Nord <strong>Milano</strong> S.p.A.<br />

Director of Trescore Infrastrutture S.r.l.<br />

Rocco Corigliano<br />

Director<br />

Chairman of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of Vega Finanziaria S.p.A.<br />

Chairman of Bipiemme Vita S.p.A.<br />

Eugenio Crosta<br />

Director<br />

Member of the Committees:<br />

Remuneration, Internal Control<br />

Director of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of Bipiemme Immobili S.p.A.


Roberto Fusilli (3)<br />

Director<br />

Member of the Committees: Financing,<br />

Remuneration, Members’ Relations<br />

Director of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of Bipiemme Gestioni SGR S.p.A.<br />

Piero Lonar<strong>di</strong> (3)<br />

Director<br />

Member of the Committees: Executive, Internal<br />

Control<br />

Director of Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria S.p.A.<br />

Director of L’Altra metà s.r.l.<br />

Director of Spinarmony s.r.l.<br />

Director of Siplast s.r.l.<br />

Director of Errepi S.p.A.<br />

Sole Director of Fin-Arco s.r.l.<br />

Sole Director of Cet s.r.l.<br />

Sole Director of Immobiliare Alfredo Mario s.r.l.<br />

Sole Director of Immobiliare Emanuela s.r.l.<br />

Sole Director of La Castagna s.r.l.<br />

Sole Director of M.G. Enterprise s.r.l.<br />

Sole Director of Toscolano s.r.l.<br />

Sole Director of Vismaf s.r.l.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of AMSA S.p.A.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of AMSA DUE s.r.l.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of AMSA TRE s.r.l.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of A. De Pedrini S.p.A.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of Me<strong>di</strong>caltraining S.p.A.<br />

Au<strong>di</strong>tor of GUT E<strong>di</strong>zioni s.r.l.<br />

Au<strong>di</strong>tor of Nitrol Chimica s.r.l.<br />

Maria Martellini<br />

Director<br />

Member of the Committees: Financing<br />

Chairman of Bipiemme Immobili S.p.A.<br />

Deputy Chairman of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of R.C.S. Pubblicità S.p.A.<br />

Director of R.C.S. Investimenti S.p.A.<br />

Director of Class E<strong>di</strong>tori S.p.A.<br />

Director of <strong>Milano</strong> Finanza E<strong>di</strong>tori S.p.A.<br />

Director of CUEIM-Consorzio Un.Ec.Ind. e Manageriale<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of<br />

Italcementi S.p.A.<br />

Michele Motterlini<br />

Director<br />

Member of the Committees: Executive<br />

Managing Director of Cofi fast S.r.l.<br />

Gianfranco Pittatore<br />

Director<br />

Director of <strong>Banca</strong> Akros S.p.A.<br />

Director of Bipiemme Vita S.p.A.<br />

Director of S.I.A.S. Società Iniziative Autostradali e Servizi<br />

S.p.A.<br />

Director of Wise Venture SGR S.p.A.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of A.C.E.A.C.R.I. s.r.l.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of Lombar<strong>di</strong> s.r.l.<br />

Director of Soc. Immobiliare Ariosa s.r.l.<br />

Chairman of Palazzo del Governatore s.r.l.<br />

Director of Norman 95 S.p.A.<br />

Director of Palazzo del Monferrato s.r.l.<br />

Marcello Priori<br />

Director<br />

Member of the Committees: Members’ Relations<br />

Deputy Chairman of Bipiemme Gestioni SGR S.p.A.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of Etica<br />

SGR S.p.A.<br />

Chairman of the Board of Statutory Au<strong>di</strong>tors of<br />

Carrefour Servizi Finanziari S.p.A.<br />

Director of Monzino S.p.A.<br />

Au<strong>di</strong>tor of Lucchini S.p.A.<br />

Au<strong>di</strong>tor of Reno De Me<strong>di</strong>ci S.p.A.<br />

Au<strong>di</strong>tor of Fomas Finanziaria S.p.A.<br />

Au<strong>di</strong>tor of IBI S.p.A.<br />

Jean-Jacques Tamburini<br />

Director<br />

Director of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Managing Director and executive committee member<br />

of Cre<strong>di</strong>t Industriel et Commercial<br />

Chairman and Managing Director of CIC Société Bordelaise<br />

Chairman of Supervisory Board of CM-CIC Capital Privé<br />

Chairman and Managing Director of CIC Participations SAS<br />

Deputy Chairman of Supervisory Committee of CM-CIC<br />

Asset Management<br />

Director of CIC Investissement<br />

Director of CIC Finance<br />

Director of Banque de Tunisie<br />

Member on the Board of Statutory Au<strong>di</strong>tors of Banque<br />

Marocaine du Commerc Extérieur<br />

Director of CIC Banque CIAL<br />

Director of CIC SNVB<br />

Director of CIC Lyonnaise de Banque<br />

Director of Institut de Participation de l’Ouest (IPO)<br />

Graziano Tarantini<br />

Director<br />

Member of the Committees: Financing<br />

Chairman of <strong>Banca</strong> Akros S.p.A.<br />

Chairman of Akros Securities Inc.<br />

Director of ESN North America Inc.<br />

Director of Interservice Gestione Partecipazioni S.p.A<br />

Director of Dexia Cre<strong>di</strong>op S.p.A.<br />

Valerio Tavormina<br />

Director<br />

Member of the Committees: Executive, Internal<br />

Control, Members’ Relations<br />

Director of <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Director of Cassa <strong>di</strong> Risparmio <strong>di</strong> Asti S.p.A.<br />

Michele Zefferino<br />

Director<br />

Member of the Committees: Internal Control,<br />

Members’ Relations<br />

Director of Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria S.p.A.<br />

Director of Bipiemme Vita S.p.A.<br />

55


Other Governing<br />

and Supervisory Bo<strong>di</strong>es<br />

Board of Statutory Au<strong>di</strong>tors<br />

Offi ce held<br />

Antonio Ortolani Chairman<br />

Marco Baccani Au<strong>di</strong>tor<br />

Enrico Castol<strong>di</strong> Au<strong>di</strong>tor<br />

Emilio Cherubini ** Au<strong>di</strong>tor<br />

Paolo Troiano * Au<strong>di</strong>tor<br />

Salvatore Rino Messina ** Alternate au<strong>di</strong>tor<br />

Enrico Ra<strong>di</strong>ce Alternate au<strong>di</strong>tor<br />

Giuseppe Zanzottera Alternate au<strong>di</strong>tor<br />

Giorgio Zoia * Alternate au<strong>di</strong>tor<br />

* Representing a “minority” (“Together for <strong>BPM</strong>” list )<br />

** Representing a “minority” (“Non-<strong>BPM</strong> Staff Members Committee”<br />

list)<br />

N.B.: The list representing the majority is the one known as “Friends<br />

of <strong>BPM</strong>”<br />

56 � social responsibility report > group identity > governance<br />

Further to the reform of the articles of association,<br />

it is now compulsory for all the investigative<br />

and/or proposal-making board committees and<br />

commissions envisaged by the Code of Conduct<br />

for Listed Companies to have the presence of<br />

one Director elected on a minority list (there are<br />

currently two “minority” representatives on the<br />

Internal Control Committee). Similarly, a Director<br />

representing each of the two “minorities” is also<br />

present on the Executive Committee.<br />

Board of Statutory Au<strong>di</strong>tors<br />

The Board of Statutory Au<strong>di</strong>tors consists of a<br />

chairman, four acting au<strong>di</strong>tors and four alternate<br />

au<strong>di</strong>tors, who are elected from among the Bank’s<br />

members. Currently, two acting au<strong>di</strong>tors and<br />

two alternate au<strong>di</strong>tors representing the minority<br />

shareholders serve on the Board.<br />

In implementation of Law no. 262/05, the<br />

extraor<strong>di</strong>nary shareholders’ meeting of 21<br />

April 2007 amended Article 41 of the articles<br />

of association in order to ensure that the next<br />

chairman of the Board of Statutory Au<strong>di</strong>tors will be<br />

one of the acting au<strong>di</strong>tors representing the minority<br />

shareholders, as currently set out in Article 148,<br />

paragraph 2-bis of the Finance Act.<br />

The Board of Statutory Au<strong>di</strong>tors takes part in all<br />

meetings of the Board of Directors and Executive<br />

Committee and the Chairman (or one of the acting<br />

au<strong>di</strong>tors delegated by him) also takes part in<br />

meetings of the Internal Control Committee.<br />

The Board of Statutory Au<strong>di</strong>tors also takes part<br />

in person at meetings of the Board Financing<br />

Committee.<br />

The main duties of this body1 consist of monitoring<br />

compliance with the law and deeds of incorporation,<br />

the observance of correct codes of management<br />

conduct, the adequacy of the company’s<br />

organisational structure (for the aspects falling<br />

under its remit) and the systems of internal and<br />

accounting-administrative control, as well as the<br />

reliability of the latter for correctly representing the<br />

company’s performance. The Board of Statutory<br />

Au<strong>di</strong>tors also controls the way in which the rules<br />

of corporate governance envisaged by codes<br />

of conduct adopted by the Bank are effectively<br />

implemented, and the adequacy of instructions<br />

passed down to subsi<strong>di</strong>aries.<br />

The complete list of current members of the Board<br />

of Statutory Au<strong>di</strong>tors appointed by the general<br />

meeting held on 6 May 2006 is reported below,<br />

along with details of any nomination by “minority”<br />

lists.<br />

1<br />

See Legislative Decree no. 58/98, as now amended by Law<br />

262/05


Executive Committee<br />

The Executive Committee, formed annually by<br />

resolution of the Board of Directors, currently<br />

consists of seven members, inclu<strong>di</strong>ng the Chairman<br />

of the Board of Directors and the two Deputy<br />

Chairmen. This body usually meets once a week<br />

with the participation of the General Manager<br />

and the Board of Statutory Au<strong>di</strong>tors. Executive<br />

Committee resolutions must be passed by<br />

unanimous vote of all of those present; otherwise,<br />

the resolutions are referred to the Board of<br />

Directors for decision.<br />

For the 2006 fi nancial year, the Board of Directors<br />

attributed the following powers and responsibilities<br />

to the Executive Committee:<br />

• to make proposals and identify lines of strategy<br />

and general policy for the Bank and <strong>BPM</strong> <strong>Group</strong> and<br />

consequently make the most appropriate decisions,<br />

which are to be submitted for approval to the Board;<br />

• to draw up the draft fi nancial statements, to be<br />

submitted to the Board for approval;<br />

• to examine and express its opinions to the Board<br />

of Directors on hiring plans, company organisation<br />

structures, training programmes, <strong>di</strong>sciplinary<br />

measures that entail more than a two-day<br />

suspension or <strong>di</strong>smissal;<br />

• to examine the Bank’s budget, specifi cally<br />

expenses and investments, as well as proposals for<br />

the purchase and sale of real estate and shares;<br />

• to resolve on or<strong>di</strong>nary expenses and out-of-budget<br />

investments of up to Euro 1.5 million per transaction<br />

and up to an annual limit of 5% of the budget<br />

approved by the Board of Directors;<br />

• to carry out all the resolutions, in performance of<br />

the duties specifi cally entrusted to the Executive<br />

Committee by the Board of Directors;<br />

• to resolve on all particularly urgent and necessary<br />

actions in cases in which the Board cannot<br />

imme<strong>di</strong>ately convene and without preju<strong>di</strong>ce to this<br />

latter’s approval in the fi rst meeting thereafter.<br />

Board Financing Committee<br />

The Board Financing Committee is made up of the<br />

high-ranking members and six Directors appointed<br />

specifi cally for this purpose by the Board of Directors<br />

and by the General Manager (or one of his nominees).<br />

The Committee primarily decides on cre<strong>di</strong>t facilities and<br />

lines that go beyond the authority of the Management<br />

Financing Committee, and those facilities whose<br />

approval by the latter featured a favourable majority but<br />

with <strong>di</strong>ssentions or abstentions (inclu<strong>di</strong>ng for confl icts<br />

of interest).<br />

Internal Control Committee Internal Control<br />

Committee<br />

Formed via a resolution of the Board of Directors of<br />

13 November 2001, this Committee in 2006 widened<br />

and better defi ned its investigative and proposalmaking<br />

functions in light of the experience earned<br />

in the last few years and of that contained in the<br />

Code of Conduct for Listed Companies (March 2006<br />

e<strong>di</strong>tion).<br />

The Committee’s current functions are as follows:<br />

• to assist the Board of Directors in defi ning the<br />

lines of action of the internal control system so that<br />

the main risks of the Parent Bank and the <strong>Group</strong><br />

companies can be adequately identifi ed, assessed,<br />

managed and monitored, furthermore establishing<br />

the criteria on the basis of which these risks are<br />

deemed compatible with the sound and correct<br />

management of the company;<br />

• to evaluate the work of those in charge of internal<br />

control and the perio<strong>di</strong>cal reports of these latter;<br />

• together with the au<strong>di</strong>tors, to evaluate the head of<br />

the Administrative Division of the Parent Bank and<br />

representatives of the <strong>Group</strong> companies, as well as<br />

identify how to correctly implement the accounting<br />

standards and ensure that they are consistent<br />

in the preparation of the consolidated fi nancial<br />

statements;<br />

• to express opinions on the main business risks<br />

and on how to plan, implement and manage the<br />

internal control system;<br />

• to evaluate the proposals of au<strong>di</strong>t fi rms seeking<br />

to be entrusted as external au<strong>di</strong>tors as well as the<br />

work plans prepared and the results appearing in<br />

the report and suggestion letter;<br />

• to oversee that the au<strong>di</strong>ts are being performed<br />

effectively;<br />

• to evaluate the fi n<strong>di</strong>ngs that emerge from the<br />

reports drawn up by Internal Au<strong>di</strong>ting Department<br />

and Internal Control Functions of the Parent Bank<br />

and <strong>Group</strong> companies;<br />

• to report to the Board of Directors, at least on a<br />

quarterly basis during the approval of the fi nancial<br />

statements and quarterly reports, the activities<br />

carried out and the adequacy of the <strong>Group</strong>’s system<br />

of internal control;<br />

• to perform any further tasks the Board of Directors<br />

entrusts to it;<br />

• to assist the Board of Directors in defi ning the<br />

methods for approving and performing transactions<br />

with related parties and transactions in which it is<br />

presumed that there is a <strong>di</strong>rect or in<strong>di</strong>rect confl ict of<br />

interest.<br />

After appointing the Director charged with<br />

overseeing the functional effectiveness of the<br />

internal control system, the Committee, when<br />

the Director so requests it, must then express its<br />

opinion on specifi c aspects that relate to identifying<br />

57


the main business risks as well as to planning,<br />

implementing and managing the internal control<br />

system.<br />

The Committee is currently composed of<br />

fi ve members (all non-executive and mostly<br />

independent, of which two elected in the two<br />

“minority” lists).<br />

The Chairman of the Board of Au<strong>di</strong>tors, or other<br />

statutory Au<strong>di</strong>tor appointed by the same, takes part<br />

in the activities of the Committee.<br />

The General Manager and, even <strong>di</strong>sjointly, in<br />

relation to specifi c issues, the head of Internal<br />

Au<strong>di</strong>ting Department, the head of Service Risk<br />

Management of the Parent Bank, members of<br />

management of the Parent Bank and heads of the<br />

<strong>Group</strong> companies may also be called upon to attend<br />

the Committee’s meetings.<br />

Supervisory Committee (as per Legislative<br />

Decree no. 231/01)<br />

The Supervisory Committee, set up in accordance<br />

with Legislative Decree no. 231/01, assesses the<br />

adequacy of the organisational/management/<br />

control models and Code of Ethics adopted by<br />

the Bank, and monitors how they work in order to<br />

prevent the committing of the offences described in<br />

Legislative Decree no. 231/01.<br />

This Committee has also implemented an<br />

effective system of internal communication that,<br />

by guaranteeing the utmost confi dentiality and<br />

protection to the reporter, allows anyone learning of<br />

unlawful acts, or situations that fail to comply with<br />

the organisational/management/control models<br />

and Code of Ethics, to report these to the head<br />

of their relevant departments and to provide the<br />

Supervisory Committee with every relevant fact for<br />

the purposes of Legislative Decree no. 231/01.<br />

In the course of 2006, in order to ensure greater<br />

autonomy and independence of the Committee,<br />

parties external to the Bank and the head of Internal<br />

Au<strong>di</strong>ting were appointed to serve on the Committee.<br />

58 � social responsibility report > group identity > governance<br />

Legislative Decree no. 231/2001 in <strong>BPM</strong><br />

The introduction of administrative responsibilities of<br />

entities into the Italian legal system (irrespective of the<br />

criminal responsibility of in<strong>di</strong>viduals for crimes materially<br />

committed) has had a signifi cant impact on the entire Italian<br />

economic system and more specifi cally on banks, which now<br />

(on the basis of guidelines issued by the Italian Banking<br />

Association) must set up preventive internal rules specifi c<br />

to each bank in order to avoid any penalties that may arise<br />

from the application of the Decree. Towards this end, <strong>BPM</strong><br />

has implemented a series of preventive measures, inclu<strong>di</strong>ng<br />

an Organisation, Management and Control Model and a<br />

Code of Ethics. Furthermore, it has appointed a Supervisory<br />

Committee and set up <strong>di</strong>stance learning courses for<br />

Personnel to whom the texts of the Legislative Decree, the<br />

Model and the Code of Ethics have been sent in hard copy<br />

and electronic format. In any event, Personnel may consult<br />

the texts simply by accessing the Bank’s General Regulation.<br />

Personnel have also been advised that a penalty system has<br />

been introduced for violations committed against the Code of<br />

Ethics and the Organisation Model. In fact, a special brochure<br />

has been sent to all members of Personnel, regardless of the<br />

relevancy of the tasks assigned to them.<br />

These measures have entailed a high level of commitment on<br />

the part of the Bank as well as Personnel, who are required<br />

to keep abreast of and comply with ever-evolving rules.<br />

However, this commitment has brought about important<br />

results in that on the one side the Bank and Its equity are<br />

safeguarded against possibly signifi cant penalty risks and on<br />

the other side the Bank’s organisational processes are fully<br />

reviewed and any inherent risks that might arise in relation<br />

to the new rule of law are analysed in detail.<br />

No less important is the fact that the activities carried out by<br />

the Bank to comply with the Legislative Decree have enabled<br />

it to reinforce ethical values by which the Bank and everyone<br />

operating on its behalf have always been inspired in the<br />

performance of their activities.


Members’ Relations Commission<br />

This reviews applications for the admission of<br />

members and proposals to cancel members in<br />

compliance with the law, the articles of association<br />

and related resolutions by the Board of Directors,<br />

as well as waivers on privileged guarantees on<br />

company shares.<br />

Remuneration Committee<br />

This reviews and makes proposals concerning<br />

the remuneration of Directors of the Bank hol<strong>di</strong>ng<br />

particular offi ces and Directors of subsi<strong>di</strong>aries as<br />

well as top management remuneration policies<br />

within the <strong>Group</strong>, with a view to fostering uniform<br />

standards of evaluation that take account of the<br />

<strong>di</strong>fferent levels of risk/responsibility.<br />

Arbitration Committee<br />

This was set up in accordance with article 42 of<br />

the articles of association. It consists of three<br />

acting and two alternate members elected for a<br />

three-year period in general meeting from among<br />

the Members. It reviews all the <strong>di</strong>sputes referred<br />

to it under the articles of association and seeks to<br />

resolve <strong>di</strong>sputes that might arise between Members<br />

or between the Members and Directors concerning<br />

the conduct of the business.<br />

Frequency of board and board committee meetings (2006)<br />

Number<br />

of Directors<br />

of whom<br />

representatives<br />

Number<br />

of meetings<br />

%<br />

of attendance<br />

Board of Directors 20 4 18 92<br />

Executive Committee 7 2 39 90<br />

Board Financing Committee 9 1 45 82<br />

Internal Control Committee 5 2 12 95<br />

Remuneration Committee 5 2 5 100<br />

Members’ Relations Commission<br />

Supervisory Committee<br />

6 2 10 91<br />

(as per Legislative Decree no. 231/01) – – 7 97<br />

59


Rules of governance<br />

1 Revised and updated in the light of rules on “Market Abuse”<br />

(Law no 62/2005, so-called “2004 Community Law”) and CONSOB<br />

Regulation no 15232 of 29 November 2005.<br />

60 � social responsibility report > group identity > governance<br />

Code of Conduct<br />

In March 2006 Borsa Italiana S.p.A. presented the<br />

new text of the Code of Conduct, which replaces the<br />

e<strong>di</strong>tion drawn up in 1999 and reviewed in July 2002.<br />

In the meeting held on 19 December 2006, the<br />

Board of Directors of <strong>BPM</strong> resolved to voluntarily<br />

adhere to the Code and set out a special calendar<br />

of the measures taken to implement the Code’s<br />

new provisions, to date fully enacted (in particular,<br />

an executive Director to supervise the system of<br />

internal control has been appointed, the executivity<br />

and independence of Directors have been evaluated<br />

based on new criteria, the limits of the tasks of<br />

Directors and the self-evaluation of the Board of<br />

Directors with respect to its size, composition and<br />

functioning and its Committees have been defi ned).<br />

Code of Conduct on Internal Dealing<br />

This Code 1 strictly regulates the <strong>di</strong>sclosure<br />

requirements and any restrictions involving<br />

dealings in listed fi nancial instruments issued by<br />

<strong>BPM</strong> carried out by “Relevant Persons” (and their<br />

close associates), meaning those persons, who, by<br />

virtue of the position held in the <strong>Group</strong> (Director,<br />

statutory au<strong>di</strong>tor, senior manager with decisionmaking<br />

powers such that can affect the issuer’s<br />

future prospects), have regular access to pricesensitive<br />

information regar<strong>di</strong>ng the Bank and the<br />

<strong>Group</strong>.<br />

The purpose of this Code is to ensure that dealings<br />

by such “Relevant Persons” are reported to the<br />

market in the most transparent, uniform way.<br />

Guidelines on signifi cant operations<br />

and with related parties<br />

These guidelines (in the updated version approved<br />

by the Board of Directors in the meeting of 13 March<br />

2007) aim to identify the “signifi cant” operations<br />

of the Bank (and of the entire <strong>BPM</strong> <strong>Group</strong>) and<br />

more specifi cally those with related parties, as<br />

well as provide all interested parties with the rules<br />

of conduct to report to the Bank their status as a<br />

“related party” in carrying out transactions with<br />

the same and govern the authorisation process for<br />

such transactions in order to guarantee that they<br />

have been carried out correctly in substantial and<br />

procedural terms.


Procedures for price-sensitive<br />

announcements<br />

This consists of a detailed set of procedures for the<br />

Board of Directors and its committees regar<strong>di</strong>ng<br />

the handling and external communication of pricesensitive<br />

information regar<strong>di</strong>ng the Bank and the<br />

<strong>Group</strong> (ie, information that may affect the Bank’s<br />

share performance). In fact, the publication of such<br />

information requires specifi c authorisation and<br />

must be communicated to the market and press<br />

agencies in accordance with the related CONSOB<br />

regulations. In the light of the legislative changes,<br />

especially with reference to the Market Abuse<br />

Directive and in compliance with related CONSOB<br />

regulations (see CONSOB Regulation no 6027054<br />

of 28 March 2006), with a meeting resolution of 25<br />

July 2006, the Bank implemented a new “Resolution<br />

of the <strong>BPM</strong> <strong>Group</strong> on reporting obligations as<br />

per Article 114 of the Finance Act” regar<strong>di</strong>ng the<br />

<strong>Group</strong>’s internal procedures aimed at guaranteeing<br />

confi dentiality of price-sensitive information (as<br />

defi ned in Article 181 of the Finance Act) during the<br />

lapse of time from the start of the various activities<br />

to when the market reporting obligations arise,<br />

as well as at ensuring a timely and non-selective<br />

<strong>di</strong>sclosure of the information.<br />

Register of insiders and related rules<br />

In compliance with the provisions contained in<br />

article 115-bis of Legislative Decree no. 58/98,<br />

the Bank has created a Register of persons with<br />

access to price-sensitive information relating to<br />

<strong>BPM</strong> and any third-party issuers by virtue of their<br />

employment or profession or the job carried out.<br />

The Register has two main purposes:<br />

1. to raise the awareness of those involved of the<br />

value of information and hence to stimulate the<br />

development of suffi cient internal procedures such<br />

as to reduce the phenomenon of market rumours;<br />

2. to assist the competent authorities (meaning<br />

in this case CONSOB and the ju<strong>di</strong>cial system) in<br />

carrying out investigations seeking to identify<br />

market abuses (meaning both the abuse of insider<br />

information and market manipulation).<br />

The Bank has adopted a special set of internal<br />

procedures for managing this Register, which, by<br />

defi ning roles, responsibilities and rules of conduct,<br />

is designed:<br />

• to ensure the precise observance of the<br />

requirements contained in article 115-bis of<br />

Legislative Decree no 58/98;<br />

• to control the circulation of price-sensitive<br />

information, ensuring observance of the duty of<br />

confi dentiality;<br />

• to ensure uniform, fair representation of the<br />

price-sensitive information and prevent it from<br />

being <strong>di</strong>sclosed in a selective fashion (meaning<br />

its <strong>di</strong>sclosure to certain persons beforehand, like<br />

shareholders, journalists or analysts), tar<strong>di</strong>ly or in<br />

an incomplete or inadequate manner;<br />

• to ensure compliance with the rules on “market<br />

<strong>di</strong>sclosure” contained in articles 114 and 181 of<br />

Legislative Decree no 58/98.<br />

<strong>Group</strong> Regulations<br />

The <strong>Group</strong> Regulations contain the organisational<br />

structure and rules for governing the companies<br />

falling under the control of <strong>BPM</strong>, in line with Bank of<br />

Italy guidelines and the demands of strong, prudent<br />

management (see the subsequent paragraph on<br />

“Governance of the <strong>Group</strong>”).<br />

Code of Ethics<br />

This represents a clear statement of the values that<br />

the Bank recognises, accepts and espouses and<br />

the set of responsibilities that it assumes internally<br />

and externally. The observance by employees of<br />

the general standards of conduct contained therein<br />

is fundamentally important for the Bank’s proper<br />

operation, reliability and good reputation.<br />

61


Management structure<br />

62 � social responsibility report > group identity > governance<br />

As part of its 2004-2006 Strategic Plan, <strong>BPM</strong><br />

remodelled its organisational structure. More<br />

specifi cally, the new organisational structure has<br />

sought to:<br />

• reorganise the Internal Au<strong>di</strong>ting Department<br />

structure (previously Technical and Operating<br />

Controls Department) in order to improve the<br />

selection of the activities referred thereto as a<br />

consequence of the various legislative changes and<br />

of the new controls defi ned within the ambit of the<br />

Internal Control Model. The role of the Department<br />

was therefore strengthened to become the structure<br />

entrusted with evaluating the overall functionality of<br />

the control system at <strong>Group</strong> level and the defi nition<br />

of the internal au<strong>di</strong>ting methods and evaluation of<br />

their application were increased;<br />

• remodel the structure of the Information<br />

Communication Technology Department, with<br />

the aim to improve the level of effi ciency and<br />

effectiveness of the <strong>Group</strong>’s IT System, to develop<br />

projects with high impact for the company and<br />

to progressively integrate the IT functions of the<br />

companies within the <strong>Group</strong>. These measures<br />

called for stronger staff structures in order to better<br />

control the development of the strategic projects<br />

and improve line organisation and to respond<br />

to the issue of “development” by regrouping IT<br />

applications to better meet business needs and the<br />

issue of “infrastructure” by separating the moment<br />

when the service is provided from the study/<br />

evolution of the systems;<br />

• reorganise the central structures so that may be<br />

more streamlined and rationalised by:<br />

– reducing the number of Departments and Services<br />

and therefore the number of <strong>di</strong>rect dealings of<br />

General Management;<br />

– optimising the results of the “Rationalisation of<br />

central Back Offi ces” project within the ambit of<br />

cre<strong>di</strong>t and litigation;<br />

– regrouping certain functions in order to maximise<br />

synergies.


BOARD<br />

OF DIRECTORS<br />

EXECUTIVE<br />

COMMITTEE<br />

SUPERVISORY<br />

COMMITTEE<br />

* <strong>Group</strong> governance function<br />

COMMITTEES<br />

Management Committee<br />

Commercial Policies<br />

and Communication Committee<br />

Liqui<strong>di</strong>ty Committee<br />

Projects Committee<br />

Management Financing Committee<br />

Committee for Classification of<br />

Non-performing loans<br />

Cre<strong>di</strong>t Policies Committee<br />

Personal data processing Committee<br />

GENERAL<br />

MANAGER<br />

CO-GENERAL<br />

MANAGER<br />

EXTERNAL<br />

RELATIONS<br />

OFFICE<br />

MANAGEMENT OF<br />

INTERNAL AUDITING<br />

STRATEGIC<br />

PLANNING<br />

DEPARTMENT<br />

FINANCIAL CONTROL<br />

AND RISK MANAGEMENT<br />

DEPARTMENT<br />

TAX<br />

SERVICE<br />

* Corporate<br />

Affairs Function<br />

GENERAL AFFAIRS<br />

OFFICE<br />

ADMINISTRATIVE<br />

AND OPERATIONAL<br />

DEPARTMENT<br />

DEPUTY GENERAL MANAGER<br />

RESOURCES<br />

AND CONTRACTUAL POLICIES<br />

DEPUTY GENERAL MANAGER<br />

AFFAIRS<br />

CORPORATE<br />

FINANCE<br />

SERVICE<br />

CENTRAL<br />

BUYING SERVICE<br />

ACCOUNTING<br />

SERVICE<br />

COMMERCIAL<br />

DIVISION<br />

* Financial<br />

reporting function<br />

* Personnel<br />

function<br />

OPERATIONAL<br />

DEPARTMENT<br />

AND BACK OFFICE<br />

LEGAL<br />

DEPARTMENT<br />

ORGANISATION<br />

DEPARTMENT<br />

HUMAN<br />

RESOURCES<br />

DEPARTMENT<br />

INFORMATION<br />

COMMUNICATION<br />

TECHNOLOGY<br />

DEPARTMENT<br />

LENDING<br />

DEPARTMENT<br />

FINANCE<br />

DEPARTMENT<br />

CORPORATE<br />

DEPARTMENT<br />

MARKETING<br />

DEPARTMENT<br />

COMMERCIAL<br />

NETWORK<br />

MANAGEMENT<br />

* Legal<br />

function<br />

* Organisation<br />

function<br />

* ICT<br />

Function<br />

* Cre<strong>di</strong>t<br />

function<br />

* Finance<br />

Function<br />

* Marketing<br />

Function<br />

63


General Manager<br />

This position is responsible for achieving the<br />

strategic and profi tability goals established by the<br />

Board of Directors, assisting with their defi nition.<br />

He is head of the company’s management team and<br />

exercises the functions of guidance, co-or<strong>di</strong>nation<br />

and control over activities and resources in order<br />

that all the transactions undertaken by the Bank<br />

meet economic and profi table criteria.<br />

He prepares the reports designed to provide<br />

the Board of Directors with full knowledge and<br />

governability of the business.<br />

He drafts proposals relating to development<br />

plans and budgets for submission to the Board of<br />

Directors.<br />

He oversees the implementation of an adequate<br />

system of internal controls, ensuring that due action<br />

is taken with regard to fi n<strong>di</strong>ngs emerging from<br />

inspections by the internal control function and<br />

ratifi ed by the Board of Directors.<br />

He maintains relationships with the principal<br />

national and international cre<strong>di</strong>t and fi nancial<br />

institutions, with the supervisory and regulatory<br />

authorities, with institutional investors and with the<br />

Bank’s top Customers.<br />

He chairs the Management Committee, whose job is<br />

to co-or<strong>di</strong>nate policy and management and to pass<br />

down instructions in line with the strategies and<br />

goals established by the Board of Directors.<br />

Co-General Manager<br />

This position is responsible for specifi c areas<br />

decided by the General Manager, at present<br />

cre<strong>di</strong>t and commercial operations, the latter with<br />

particular reference to the subsi<strong>di</strong>ary banks.<br />

General Management Offi ce - Staff<br />

This function oversees external communications by<br />

the Bank and <strong>Group</strong>.<br />

It oversees <strong>Group</strong>-wide risk management activities<br />

relating to cre<strong>di</strong>t, market and operational risks.<br />

It monitors and supervises the group system of<br />

internal controls.<br />

It provides the General Manager’s offi ce with<br />

support in planning and operational control of the<br />

Bank and the <strong>Group</strong>, ensuring effective monitoring<br />

of costs.<br />

It assists the General Manager’s offi ce in defi ning<br />

the <strong>Group</strong>’s development strategies, in identifying<br />

the competitive positioning goals for the <strong>di</strong>fferent<br />

areas of business and in defi ning the mission of<br />

subsi<strong>di</strong>ary companies.<br />

64 � social responsibility report > group identity > governance<br />

Deputy General Manager - Business<br />

This function ensures that the Bank’s fi nancial and<br />

commercial policies are defi ned in keeping the<br />

strategies set by the Board of Directors.<br />

It ensures the achievement of income statement/<br />

balance sheet targets for the retail and corporate<br />

markets by defi ning specifi c commercial and<br />

marketing plans and overseeing international<br />

activities.<br />

It guarantees the achievement of the Bank’s<br />

fi nancial policy goals relating to the management<br />

of securities, foreign exchange dealing and other<br />

currency transactions.<br />

Commercial Division<br />

This ensures that company strategies are achieved<br />

in relation to the retail and SME market by defi ning<br />

suitable commercial and marketing initiatives<br />

designed to reach the expected economic/balance<br />

sheet goals.<br />

It is responsible for the overall defi nition of the<br />

portfolio of products and services for Customers,<br />

as well as for planning and implementing specifi c<br />

marketing measures.<br />

It manages and develops the entire Division,<br />

monitoring the commercial performance of the<br />

<strong>di</strong>fferent Customer segments and identifying<br />

any measures needed to correct the policies<br />

undertaken.<br />

It is responsible for achieving income statement/<br />

balance sheet goals and development goals<br />

relating to Customers that operate through “<strong>di</strong>rect”<br />

<strong>di</strong>stribution channels (namely the Internet, the call<br />

centre and fi nancial advisors).<br />

Deputy General Manager - Resources and<br />

Contractual Policies<br />

This function ensures that human resources are<br />

managed as a strategic part of the <strong>Group</strong>’s overall<br />

design in accordance with the policies laid down by<br />

the Board of Directors.<br />

Once a year it defi nes general or special personnel<br />

plans with reference to recruitment, terminations,<br />

internal transfers, training, remuneration and<br />

incentives for submission, in agreement with the<br />

General Manager’s offi ce, to Board approval.<br />

It prepares, in conjunction with the Human<br />

Resources Department, the related operating plans<br />

in application of decisions taken by the Board.<br />

It defi nes the next year payroll costs for each<br />

Department/Service.<br />

In conjunction with the Human Resources<br />

Department and through negotiation with the<br />

trade unions, it defi nes company rules governing


personnel issues and problems.<br />

It ensures that contractual requirements and<br />

<strong>di</strong>sciplinary measures are applied.<br />

It ensures that internal notices and communications<br />

are circulated.<br />

At the command of the Board of Directors and in<br />

agreement with the General Manager’s offi ce, it<br />

co-or<strong>di</strong>nates and reviews the personnel policies of<br />

subsi<strong>di</strong>ary companies.<br />

It acts as a liaison for the General Manager’s offi ce<br />

for defi ning organisational development and<br />

property management policies.<br />

Administrative and Operational Support<br />

Division<br />

This <strong>di</strong>vision provides support functions to the<br />

General Manager’s offi ce and secretarial and<br />

administrative support to the Board of Directors.<br />

It sees to the Bank’s corporate compliance,<br />

maintains institutional relationships with the<br />

regulatory authorities and looks after requirements<br />

needed prior to and subsequent to the Bank’s board<br />

meetings.<br />

It sees to the corporate and legal co-or<strong>di</strong>nation of<br />

the Bank’s equity investments.<br />

It proposes and agrees with the General Manager’s<br />

offi ce the policies for effi cient fi nancial reporting<br />

and control of all corporate events.<br />

It is responsible for preparing the draft fi nancial<br />

statements, overseeing the related administrative<br />

and accounting process, and for compliance with<br />

tax and statutory requirements.<br />

It enacts the strategies announced by the Board of<br />

Directors and the goals contained in the Strategic<br />

Plan relating to the preparation of the annual<br />

fi nancial report, inclu<strong>di</strong>ng the <strong>Group</strong>’s consolidated<br />

report.<br />

It oversees buying policies and expen<strong>di</strong>ture in<br />

accordance with the provisions contained in the<br />

Budget Spen<strong>di</strong>ng and Buying Regulations.<br />

It is responsible for the management and custody of<br />

valuables.<br />

It oversees the <strong>Group</strong>’s administrative co-or<strong>di</strong>nation.<br />

It provides operational and administrative services<br />

to the network and the necessary support to cre<strong>di</strong>t<br />

interme<strong>di</strong>ation and securities administration<br />

activities.<br />

It oversees the recovery of non-performing loans<br />

and the provision of the related legal advice.<br />

Cre<strong>di</strong>t and Information Communication<br />

Technology Functions<br />

These functions report <strong>di</strong>rectly to the General<br />

Manager’s offi ce.<br />

The Cre<strong>di</strong>t Function evaluates and approves all<br />

types of len<strong>di</strong>ng that go beyond local limits, and,<br />

using separate structures, it constantly monitors<br />

cre<strong>di</strong>t positions, ensuring the governance of cre<strong>di</strong>t<br />

risk.<br />

The ICT Function uses information technology as a<br />

means of innovation and change, by planning and<br />

managing the <strong>Group</strong>’s information system.<br />

65


Governance of the <strong>Group</strong><br />

66 � social responsibility report > group identity > governance<br />

The enhancement of the value and the strategies<br />

of the <strong>BPM</strong> <strong>Group</strong>, like those of its member<br />

companies, are promoted by <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong><br />

<strong>Milano</strong> in its role as Parent Bank which:<br />

• defi nisce gli obiettivi delle singole società,<br />

che vengono recepiti dai rispettivi Consigli <strong>di</strong><br />

Amministrazione e Direzioni, della cui realizzazione<br />

gli stessi <strong>di</strong>ventano pienamente responsabili;<br />

• presi<strong>di</strong>a in modo coor<strong>di</strong>nato gli specifi ci mercati e<br />

aree d’affari in cui il Gruppo opera;<br />

• ottimizza il livello <strong>di</strong> red<strong>di</strong>tività del capitale<br />

sia delle singole società che del Gruppo nel suo<br />

insieme e controlla le componenti <strong>di</strong> rischio<br />

originate dalle <strong>di</strong>verse aree <strong>di</strong> attività del Gruppo;<br />

• fornisce supporti operativi a livello <strong>di</strong> Gruppo<br />

(informatica, processi ed acquisti) che per loro<br />

natura, se accentrati, si prestano al conseguimento<br />

<strong>di</strong> rilevanti economie <strong>di</strong> scala e <strong>di</strong> scopo.<br />

The <strong>Group</strong> Regulations establish the model of<br />

governance and control, setting out general rules of<br />

conduct, the areas of competence and responsibility<br />

and the means of co-or<strong>di</strong>nating the <strong>di</strong>fferent<br />

companies through instruments such as: <strong>Group</strong><br />

Directives, Prior Authorisations and Committees.<br />

Among the latter, a central role is played by the<br />

Parent Bank’s Management Committee – whose<br />

job is to co-or<strong>di</strong>nate policy and management<br />

and to hand down instructions in line with the<br />

strategies and goals established by the Board of<br />

Directors - and the <strong>Group</strong> Management Committee,<br />

which required to provide effective control of the<br />

entire <strong>Group</strong>’s exposure to risk and co-or<strong>di</strong>nated<br />

management of the more important operating<br />

issues.<br />

In order to make co-or<strong>di</strong>nation activities more<br />

effective, subsi<strong>di</strong>ary company representatives also<br />

attend the Parent Bank’s management committees<br />

working in specifi c areas, such as:<br />

• the Commercial Policies and Communication<br />

Committee, which co-or<strong>di</strong>nates the Bank’s<br />

commercial policies with reference to channels,<br />

products, communication, commercial promotion<br />

and pricing;<br />

• the Liqui<strong>di</strong>ty Committee, which decides operating<br />

limits for the active management of assets and<br />

liabilities with a view to maximising income, while<br />

nonetheless seeking to minimise interest and<br />

exchange rate risks;<br />

• the Cre<strong>di</strong>t Policies Committee, which decides<br />

the Bank’s len<strong>di</strong>ng policies and examines the loan<br />

book in order to improve the quality of the risk<br />

and determine the amount of provisions against<br />

possible loan losses;


• the Projects Committee, which has the job of<br />

overseeing the budget and major projects for<br />

change and innovation, as well as the principal<br />

investments in Information and Communication<br />

Technology (ICT);<br />

• the Personal Data Committee, which oversees<br />

the related activities and co-or<strong>di</strong>nates the work<br />

of company managers to ensure that company<br />

applications comply with national and EC laws in<br />

this area.<br />

The Committee’s decisions must be adopted and<br />

implemented by the <strong>Group</strong>’s in<strong>di</strong>vidual companies.<br />

The Parent Bank has issued a set of compulsory<br />

“<strong>Group</strong> Instructions” for this purpose, under<br />

which its central functions exercise operational<br />

co-or<strong>di</strong>nation and control in their specifi c areas of<br />

responsibility.<br />

In fact, certain transactions or signifi cant<br />

transactions by subsi<strong>di</strong>ary companies – like for<br />

example amen<strong>di</strong>ng their articles of association<br />

and internal regulations – require specifi c “Prior<br />

Authorisation” from the Parent Bank.<br />

67


System of Internal Controls<br />

over the <strong>Group</strong><br />

68 � social responsibility report > group identity > governance<br />

In keeping with the general principles and<br />

guidelines issued by the regulatory authorities,<br />

specifi cally the Bank of Italy’s Supervisory<br />

Instructions, the <strong>BPM</strong> <strong>Group</strong>’s “System of Internal<br />

Controls” consists of the set of rules, procedures<br />

and organisational structures that seek to<br />

ensure compliance with company strategies and<br />

achievement of the following goals:<br />

• effectiveness and effi ciency of processes<br />

(administration, production, <strong>di</strong>stribution);<br />

• safeguar<strong>di</strong>ng asset values and provi<strong>di</strong>ng<br />

protection from losses;<br />

• reliability and integrity in all accounting and<br />

management information;<br />

• compliance of transactions with the law,<br />

supervisory requirements and the <strong>Group</strong>’s policies,<br />

plans, rules and internal procedures.<br />

The system is therefore based on the assumption<br />

that:<br />

• control is an integral part of everyday operating<br />

procedures;<br />

• persons are identifi ed to be in charge of structures<br />

and processes and they effectively monitor the<br />

activities for which they are responsible;<br />

• there is a clear separation of duties between<br />

those involved in operations and those involved in<br />

control activities, so as to ensure (both in form and<br />

in substance) the right level of objective criticism<br />

between manager and controller;<br />

• the system is effi cient and effective.<br />

Control activities are carried out at all hierarchical<br />

and functional levels of the organisational<br />

structure. All company functions and structures are<br />

required to exercise control over the processes and<br />

operations under their responsibility accor<strong>di</strong>ng to<br />

the responsibilities and duties set out in the Bank’s<br />

Functional Rules and <strong>Group</strong> Regulations.<br />

Since <strong>BPM</strong> adopts rules and models that extend<br />

to all its subsi<strong>di</strong>aries, this activity involves it<br />

classifying risks at a group level, defi ning limits<br />

on their assumption (inclu<strong>di</strong>ng on the basis of<br />

risk-return analysis) and the criteria for their<br />

measurement and assessment, always within a<br />

group logic.<br />

These limits are then defi ned and updated by the<br />

Board of Directors of each company in such a way<br />

that is in line with the <strong>Group</strong>’s risk management<br />

policies as set out by the Parent Bank.<br />

Within this ambit, the subsi<strong>di</strong>aries must implement<br />

the <strong>di</strong>rectives handed down from the Parent Bank


with the goal to manage and monitor all the risks<br />

within its remit, avoi<strong>di</strong>ng any action that is not<br />

in line with the <strong>Group</strong>’s parameters. In ad<strong>di</strong>tion,<br />

the subsi<strong>di</strong>aries co-operate with and assist the<br />

Parent Bank to ensure that all the <strong>di</strong>rectives and<br />

procedures are properly carried out and complied<br />

with by the subsi<strong>di</strong>aries.<br />

In terms of the System of Internal Controls, the<br />

Internal Au<strong>di</strong>ting Department of the Parent Bank<br />

makes sure that the subsi<strong>di</strong>aries behave in such a<br />

way that is in line with the instructions received,<br />

and performs perio<strong>di</strong>c assessments on each<br />

company.<br />

If the subsi<strong>di</strong>aries have autonomous internal control<br />

structures, the Internal Au<strong>di</strong>ting Department of the<br />

Parent Bank will also co-or<strong>di</strong>nate and supervise<br />

local internal au<strong>di</strong>ts.<br />

69


The value of working together. For economic, civil and social development.


<strong>BPM</strong> <strong>Group</strong><br />

Economic Report<br />

The Economic Report is the section of the<br />

Social Responsibility Report, which presents<br />

the <strong>BPM</strong> <strong>Group</strong>’s fi nancial performance and<br />

represents the principal link with the <strong>Group</strong><br />

Annual Financial Report. The calculation<br />

and reclassifi cation of Value Added clearly<br />

presents the economic effect that the <strong>Group</strong>’s<br />

business has had on certain important types<br />

of stakeholder.


<strong>BPM</strong> GROUP ECONOMIC REPORT<br />

73 Key fi nancial highlights<br />

• Principal balance sheet and income statement highlights<br />

• Reclassifi ed consolidated balance sheet<br />

• Balance sheet ratios<br />

• Employee effi ciency ratios<br />

• Profi tability ratios<br />

76 Value Added<br />

• Calculation of value added<br />

• Analytical <strong>di</strong>stribution of total gross value added


Key fi nancial<br />

highlights<br />

Volume of business<br />

Direct deposits (consisting of amounts due to<br />

Customers, debt securities in issue and fi nancial<br />

liabilities designated at fair value through profi t<br />

and loss) were Euro 29,354 million, 19.3% higher<br />

than at December 2005. Within this item, there<br />

was signifi cant growth in terms of amounts<br />

due to Customers, which reached Euro 20,808<br />

million, up by Euro 3,655 million (+21.3%), of<br />

which approximately Euro 2.0 billion referred to<br />

the issue of securities against securitisation of<br />

performing real estate mortgage loans entered<br />

into by institutional clients. The issue of new bond<br />

loans continued and in 2006 reached Euro 1.8<br />

billion, of which Euro 1.3 million formed part of the<br />

Euro Me<strong>di</strong>um Term Notes (EMTN) programme. The<br />

growth in volumes was refl ected in the development<br />

of the <strong>di</strong>rect deposits market share, which rose to<br />

2.04% in December 2006 from 1.98% in December<br />

2005.<br />

At the end of 2006 the overall aggregate of in<strong>di</strong>rect<br />

deposits from Customers reached Euro 39,614<br />

million (+6.8% over the end of 2005). Assets under<br />

administration rose signifi cantly to Euro 18,884<br />

million (+13.4%) as a combined result of the<br />

placement of bond loans issued by third parties and<br />

favourable market trends.<br />

Assets under management stood at Euro 20,729<br />

million, up by 1.4% over 2005, despite the negative<br />

net deposits, a phenomenon that affected the<br />

market as a whole, of Euro 521 million, of which<br />

Euro 390 million related to mutual funds. These<br />

latter dropped by 2.2% compared with 2005. The<br />

market share of funds managed by Bipiemme<br />

Gestioni SGR and Bipiemme Fund Management<br />

amounted to 2.12%. Insurance-sector reserves and<br />

asset management grew respectively by 5.0% and<br />

14.5% over the end of the previous year.<br />

The upward trend of loans continued and at 31<br />

December 2006 reached Euro 26,313 million<br />

(+16.5% over the end of 2005) thanks to the growth<br />

of me<strong>di</strong>um- and long-term technical forms, which<br />

showed a 26.5% increase in the mortgage sector.<br />

Also up from 2005 were mortgage loans, which rose<br />

to Euro 4 billion, with businesses, mostly those<br />

operating in the residential buil<strong>di</strong>ng sector, having<br />

a signifi cant impact. The positive trend of loans<br />

pushed the relative market share in December 2006<br />

to 1.95%, up from 1.89% in December 2005.<br />

An analysis of asset quality shows a percentage of<br />

total net impaired assets at 1.9% of the total loan<br />

portfolio, a further improvement from December<br />

2005 (2.4%). The ratio between net non-performing<br />

loans and loans reached an outstan<strong>di</strong>ng level<br />

(0.5%) even better than December 2005 (0.7%). The<br />

level of coverage of doubtful loans rose to 44.9%<br />

from 41.3% in December 2005, as <strong>di</strong>d that of nonperforming<br />

loans, up to 70.7% from 67.5% in the<br />

previous year, and among the highest in the Italian<br />

banking system.<br />

Net equity, comprehensive of profi ts for the year,<br />

reached Euro 3,359 million, up by Euro 424 million<br />

over December 2005 (+14.4%). Tier 1 capital ratio<br />

reached 7.21% while total capital ratio amounted to<br />

10.44%.<br />

From an economic standpoint, <strong>BPM</strong> <strong>Group</strong> ended<br />

the year with an operating profi t of Euro 695.1<br />

million, up by 35.3% thanks in large part to a<br />

rise in operating income (+13.7% over the end<br />

of 2005), which more than compensated for the<br />

3.0% increase in operating costs and resulted in a<br />

lower cost-income ratio, which at the end of 2006<br />

amounted to 60.6%, signifi cantly lower than the<br />

previous year (66.9%).<br />

Operating profi ts reached Euro 1,764.7 million<br />

(+13.7%), within the aggregate:<br />

• net interest income amounted to Euro 916.1<br />

million (+20.9%) benefi ting from the growth of<br />

Customer business (particularly in the me<strong>di</strong>um- to<br />

long-term segment) and the improved spread with<br />

Customers;<br />

• net income from services, inclu<strong>di</strong>ng all revenue<br />

net of net interest income, amounted to Euro 848.6<br />

million, up by 6.9% over the same period in the<br />

previous year. Net fee and commission income<br />

climbed by 10.8% to Euro 613.7 million, refl ecting<br />

increases in “management, brokerage and advisory<br />

services” commissions, mostly due to the higher<br />

commissions on security placement and asset<br />

management. We point out that within net fee and<br />

commission income a positive effect derived from<br />

the de-consolidation of Bipiemme Vita equal to Euro<br />

15.6 million.<br />

Operating costs amounted to Euro 1,069.6 million,<br />

up by 3.0% compared with December 2005. In<br />

detail, we point out that:<br />

• the growth in personnel expenses (+Euro 34.6<br />

million, +5.3%) to Euro 687.9 million refl ects the<br />

73


Euro 18 million increase laid down by the National<br />

Collective Labour Agreement, increased provisions<br />

to funds (Euro 5.6 million), as well as the higher<br />

share of profi t allocated to employees of the<br />

Parent Bank (Euro 5.1 million), which assimilates<br />

the changes introduced by the new wor<strong>di</strong>ng of<br />

Article 47 of the articles of association. The total<br />

employees of the <strong>Group</strong> (inclu<strong>di</strong>ng personnel with<br />

other types of contracts in force) as at 31 December<br />

2006 amounted to 8,391, down by 54 employees<br />

compared with the same period in 2005;<br />

• the decrease in administrative expenses and<br />

amortisations (-0.8%), together equalling Euro<br />

381.7 million, refl ects the positive effects of the<br />

rationalisation of the IT segment and the con<strong>di</strong>tion<br />

renegotiation with the main suppliers.<br />

Therefore, operating income of <strong>BPM</strong> <strong>Group</strong><br />

amounted to Euro 695.1 million, with a 35.3%<br />

increase over December 2005, thanks to excellent<br />

revenue performance.<br />

Total provisions came to Euro 162.8 million<br />

(+43.1%), with net adjustments to loans and other<br />

fi nancial asset-side items equalling Euro 124.2<br />

million, the Euro 26.3 million rise of which was<br />

mainly due to higher adjustments on loans to<br />

Customers, to which Euro 38.6 million in provisions<br />

to risks and charges were added, Euro 18.9 million<br />

of which was affected by the closing of the Parmalat<br />

recovery procedures.<br />

After reporting non-recurring profi ts, included in<br />

the item profi ts from equity and other investments<br />

equal to Euro 105.1 million – of which Euro 71.9<br />

million were attributable to profi ts deriving from<br />

the transfer of 50% of Bipiemme Vita to Fon<strong>di</strong>aria–<br />

Sai <strong>Group</strong> and Euro 34.7 million of which were<br />

attributable to the capital gains deriving from the<br />

sale of the “Galfa” property – the gross profi t from<br />

current operations climbed to Euro 637.4 million, up<br />

by 54.6% over December 2005.<br />

After recor<strong>di</strong>ng income tax for Euro 233.5 million<br />

(levied at a 36.6% tax rate) and net of Euro 5.2<br />

million in profi ts from minority interests, the net<br />

profi t in 2006 amounted to Euro 398.7 million, up<br />

53.9% over 2005.<br />

The <strong>Group</strong>’s net profi t came to Euro 301.5 million,<br />

net of the aforementioned extraor<strong>di</strong>nary operations.<br />

74 � social responsibility report > economic report > key fi nancial highlights<br />

Balance sheet highlights<br />

(in thousands of Euros)<br />

Balance sheet and income statement<br />

highlights<br />

2006 2005 Pro-forma<br />

Total assets<br />

Total fi nancial<br />

loans<br />

40,181,057 34,896,491<br />

(Customers and banks) 30,088,874 24,826,223<br />

Loans<br />

Total Customer<br />

26,312,649 22,585,310<br />

deposits: 68,968,072 61,707,283<br />

- <strong>di</strong>rect *<br />

- in<strong>di</strong>rect<br />

(assets under management<br />

29,354,399 24,612,848<br />

and securities in custody) 39,613,673 37,094,436<br />

Equity<br />

Income statement highlights<br />

3,358,992 2,935,416<br />

Net interest income<br />

Net interest and other<br />

916,055 757,779<br />

banking income 1,764,675 1,551,657<br />

Net income from services 848,620 793,878<br />

Operating costs<br />

Profi t from current<br />

1,069,555 1,037,937<br />

operations before tax<br />

Profi t for the period pertaining<br />

637,402 412,376<br />

to the Parent Bank 398,680 258,980<br />

* Includes amounts due to Customers, debt securities in issue<br />

and fi nancial liabilities designated at fair value through profi t<br />

and loss.


(in thousands of Euros)<br />

Reclassifi ed consolidated<br />

balance sheet<br />

2006 2005 Pro-forma<br />

Cash and balances with central banks 199,757 177,626<br />

Loans<br />

Financial assets designated at<br />

fair value through profi t and<br />

30,088,874 24,826,223<br />

loss and hedging derivatives 7,068,503 7,080,027<br />

Fixed assets 1,479,917 1,531,915<br />

Other assets 1,344,006 1,280,700<br />

Total assets<br />

Due to banks and due<br />

40,181,057 34,896,491<br />

to Customers 25,448,119 21,862,251<br />

Debt securities in issue<br />

Financial liabilities held for<br />

5,624,722 4,749,751<br />

tra<strong>di</strong>ng and hedging derivatives 3,984,195 3,906,596<br />

Other liabilities 1,643,525 1,404,301<br />

Minority interests 121,504 38,176<br />

Capital and reserves 2,960,312 2,676,436<br />

Net profi t for the year 398,680 258,980<br />

Total equity and liabilities 40,181,057 34,896,491<br />

(in thousands of Euros)<br />

Employee effi ciency ratios<br />

2006 2005 Pro-forma<br />

Number of employees*<br />

Total Customer deposits/<br />

3,136 2,674<br />

in<strong>di</strong>rect) / Number of employees *<br />

Direct deposits /<br />

8,219 7,306<br />

Number of employees *<br />

Payroll/<br />

3,498 2,914<br />

Operating income<br />

Operating income/<br />

38.98% 42.10%<br />

Number of employees *<br />

Profi t from current operations<br />

210 184<br />

before tax/Number of employees* 76 49<br />

* Inclu<strong>di</strong>ng other personnel (114 employees at 31/12/2006 and 109<br />

employees at 31/12/2005)<br />

Employee effi ciency ratios<br />

Loans /Number of employees<br />

Total Customer deposits/Number of employees **<br />

Direct deposits/Number of employees<br />

These three ratios refl ect the bank’s productivity: they show that for<br />

every employee there is an average of Euro 3,136 thousand in loans to<br />

Customers and Euro 8,219 thousand in total deposits, of which Euro 3,498<br />

million relating to <strong>di</strong>rect deposits. The higher these ratios the greater the<br />

bank’s effi ciency in the sense of its ability to generate fun<strong>di</strong>ng and hence<br />

loans per employee.<br />

Payroll/Operating income<br />

This ratio expresses the proportion of net income from the core business<br />

that is absorbed by payroll costs.<br />

Operating income/ Number of employees<br />

This ratio expresses the net income from the bank’s core business per<br />

employee.<br />

Profi t from current operations before tax/Number of employees<br />

This ratio expresses the profi t from the bank’s current operations per<br />

employee.<br />

Balance sheet ratios<br />

2006<br />

2005 Pro-forma<br />

Equity*/<br />

Loans<br />

Equity*/<br />

11.25% 11.85%<br />

Direct deposits 10.08% 10.87%<br />

* Equity at the end of year, exclu<strong>di</strong>ng net profi t for the year just ended<br />

Balance sheet ratios<br />

Equity/ Loans<br />

This ratio in<strong>di</strong>cates the percentage of gross loans to Customers, which is<br />

covered by equity and expresses the degree of the bank’s solvency.<br />

Equity/Direct deposits<br />

This ratio expresses the degree of the bank’s independence from third-party<br />

sources of fun<strong>di</strong>ng. The higher the ratio, the greater the bank’s level of<br />

independence from outside sources of fun<strong>di</strong>ng.<br />

Profi tability ratios<br />

2006 2005 Pro-forma<br />

ROE (Return On Equity) 13.5% 9.7%<br />

ROA (Return On Asset)<br />

Net income from services/<br />

1.0% 0.7%<br />

Net interest income<br />

Net income from services /<br />

92.6% 104.8%<br />

Operating income<br />

Administrative expenses<br />

48.1% 51.2%<br />

Net interest income<br />

Administrative expenses<br />

106.4% 124.0%<br />

Operating income<br />

Operating costs/<br />

55.3% 60.6%<br />

Operating income 60.6% 66.9%<br />

Profi tability ratios<br />

ROE (Return On Equity)<br />

This is the ratio between net profi t and equity. It represents the return on the<br />

investment of the bank’s own capital.<br />

ROA (Return On Assets)<br />

This is the ratio between operating profi t and total assets; it is very important<br />

for assessing the effi ciency with which a bank generates its earnings; it<br />

specifi cally refl ects the ability of its assets to generate income.<br />

Net income from services/Net interest income<br />

Represents the amount of net interest income derived from net income from<br />

services.<br />

Net income from services/Operating income<br />

This ratio reports the amount of net interest income (net income from the<br />

bank’s core business) derived from net income from services.<br />

Administrative expenses/Operating income<br />

Represents the amount of operating income absorbed by administrative<br />

expenses.<br />

Operating costs/Operating income<br />

Represents the amount of operating income that is absorbed by its operating<br />

costs.<br />

75


Value Added<br />

The calculation of Value Added (defi ned as the<br />

<strong>di</strong>fference between gross revenue and the costs<br />

of consumption incurred for its production) is<br />

based on reclassifying the annual consolidated<br />

income statement. It presents the accounting<br />

data in a <strong>di</strong>fferent format in order to underline<br />

Interest and similar income 1,583,274 1,462,447<br />

Fee and commission income 688,483 626,968<br />

- <strong>di</strong>vidend and similar income 54,410 62,931<br />

- net tra<strong>di</strong>ng income 54,595 37,330<br />

- net hedging gains (losses) 297 -2,385<br />

Profi t (loss) from transfer or repurchase of: 3,862 27,017<br />

a) loans -3,329 24,856<br />

b) fi nancial assets available for sale 6,189 1,674<br />

c) fi nancial assets held to maturity 0 0<br />

d) fi nancial liabilities 1,002 487<br />

- net gain (loss) from fi nancial assets and liabilities designated at fair value through profi t and loss 17,044 9,357<br />

Other operating income (charges) 142,731 128,642<br />

Profi t (loss) from equity investments 82,345 30,931<br />

TOTAL NET INCOME 2,627,041 2,383,238<br />

Interest expense and similar charges -667,219 -704,668<br />

Fee and commission expense -74,739 -73,278<br />

Other administrative expenses (net of in<strong>di</strong>rect taxes<br />

and donations and gifts)<br />

-275,597 -274,757<br />

Net impairment charges: -124,154 -97,875<br />

a) loans -120,918 -88,198<br />

b) fi nancial assets available for sale -2,356 -4,017<br />

c) fi nancial assets held to maturity 0 0<br />

d) other fi nancial transactions -880 -5,660<br />

Net charges to provisions for risks and charges -38,622 -15,867<br />

TOTAL CONSUMPTION -1,180,331 -1,166,445<br />

GROSS CORE VALUE ADDED 1,446,710 1,216,793<br />

Gains/Losses on <strong>di</strong>sposal of investments 36,392 11,112<br />

TOTAL GROSS VALUE ADDED 1,483,102 1,227,905<br />

Net adjustments to property, plant and equipment -44,620 -44,166<br />

Net adjustments to intangible assets -43,732 -47,525<br />

TOTAL NET VALUE ADDED 1,394,750 1,136,214<br />

* For the purposes of consistent comparison, 2005 data have been reposted considering Bipiemme Vita and using the equity method instead of<br />

the line-by-line method. Furthermore, mo<strong>di</strong>fi cations were made following the new interpretation of accounting principles and clarifi cations on<br />

the instructions issued by the Bank of Italy for drawing up fi nancial statements.<br />

76 � social responsibility report > economic report > value added<br />

the relationship with stakeholders. In fact, the<br />

calculation of Value Added makes it possible to<br />

represent the <strong>Group</strong>’s ability to create wealth<br />

and <strong>di</strong>stribute it to the various stakeholders who<br />

interact with it in their <strong>di</strong>fferent ways.<br />

(in thousands of Euros)<br />

Calculation of Value Added<br />

2006 2005*


(in thousands of Euros)<br />

Analytical <strong>di</strong>stribution of total gross value added<br />

2006 2005*<br />

TOTAL GROSS VALUE ADDED<br />

Distributed between:<br />

1,483,102 1,227,905<br />

MEMBERS - Dividends paid 145,262 62,255<br />

MINORITY INTERESTS - Profi t (loss) attributable to minority shareholders 5,187 5,850<br />

HUMAN RESOURCES 687,882 653,321<br />

Payroll: 687,882 653,321<br />

- <strong>di</strong>rect 441,855 420,253<br />

- In<strong>di</strong>rect<br />

- Costs associated with equity-based<br />

219,413 211,828<br />

payments 26,614 21,240<br />

PUBLIC BODIES/INSTITUTIONS (Central and local government) 298,773 213,836<br />

In<strong>di</strong>rect and capital taxes 65,238 66,290<br />

of which: - Central government 60,279 61,244<br />

- Local authorities 4,959 4,515<br />

- Non-resident central governments 0 531<br />

Income taxes for the year 233,535 147,546<br />

of which: - Central government 162,881 103,471<br />

- Local authorities 68,865 39,305<br />

- Non-resident central governments 1,789 4,770<br />

COMMUNITY 4,228 4,227<br />

Donations and gifts 4,228 4,227<br />

ENTERPRISE SYSTEM 341,770 288,416<br />

Unallocated earnings 253,418 196,725<br />

Net adjustments to property, plant and equipment 44,620 44,166<br />

Net adjustments to intangible assets 43,732 47,525<br />

(*) For the purposes of consistent comparison, 2005 data have been reposted considering Bipiemme Vita and using the equity method instead<br />

of the line-by-line method. Furthermore, mo<strong>di</strong>fi cations were made following the new interpretation of accounting principles and clarifi cations<br />

on the instructions issued by the Bank of Italy for drawing up fi nancial statements.<br />

77


<strong>di</strong>stribution of total gross value added 2006<br />

46.38%<br />

0.35%<br />

0.29%<br />

9.79%<br />

<strong>di</strong>stribution of total gross value added 2006-2005<br />

1,483,102<br />

+ 20.8%<br />

total<br />

gross<br />

value<br />

added<br />

1,227,905<br />

+ 5.3%<br />

687,882 653,321<br />

+ 18.5%<br />

+ 39.7%<br />

341,770<br />

288,416 298,773<br />

213,836<br />

human<br />

resources<br />

enterprise<br />

system<br />

Human resources<br />

The portion of Value Added attributable to Personnel represents<br />

46.38% of the total and includes <strong>di</strong>rect costs, in<strong>di</strong>rect costs<br />

(social security charges and non-wage related costs) and the<br />

share of earnings allocated to employees.<br />

Enterprise system<br />

This represents the portion of Value Added (23.04%) reinvested<br />

in the <strong>Group</strong> in terms of unallocated earnings retained in<br />

reserves, and the depreciation and amortisation of property,<br />

plant and equipment and intangible assets.<br />

Public bo<strong>di</strong>es and Institutions<br />

These are income taxes for the year and in<strong>di</strong>rect and capital taxes<br />

paid by the <strong>Group</strong> to central and local government and represent<br />

20.15% of Value Added.<br />

public bo<strong>di</strong>es/<br />

institutions<br />

78 � social responsibility report > economic report > value added<br />

20.15%<br />

23.04%<br />

+ 133.3%<br />

145,262 62,255<br />

members/<br />

shareholders<br />

<strong>di</strong>vidends paid<br />

minority<br />

interests<br />

portion<br />

of consolidated<br />

net profit<br />

Human resources 46.38%<br />

Enterprises system 23.04%<br />

Public bo<strong>di</strong>es<br />

Institutions 20.15%<br />

Members/shareholders<br />

Dividends paid 9.79%<br />

Minority interests - Portion of<br />

consolidated net profit 0.35%<br />

Community 0.29%<br />

– 11.3% + 0.0%<br />

5,187 5,850 4,228 4,227<br />

community<br />

(in thousands of Euros)<br />

1,400,000<br />

1,200,000<br />

1,000,000<br />

800,000<br />

600,000<br />

400,000<br />

200,000<br />

2005<br />

2006<br />

Members/Shareholders (<strong>di</strong>vidends paid)<br />

These are the profi ts <strong>di</strong>stributed to Shareholders of the Parent<br />

Bank and represent 9.79% of Value Added.<br />

Minority interests (portion of consolidated net profi t) These<br />

represent the portions of net profi t earned by group companies<br />

that are attributable to their minority shareholders and amount<br />

to 0.35% of Value Added.<br />

Community - these refer to donations and gifts to local<br />

communities in which the <strong>Group</strong> operates (<strong>BPM</strong> allocates 3%*<br />

of its annual net profi t to good causes) and represent 0.29% of<br />

Value Added.<br />

(*Mo<strong>di</strong>fi ed with the articles of association reform approved on 15/2/2007)


details of the taxes and duties paid by<br />

the <strong>BPM</strong> Parent Bank<br />

During the course of 2006 the total cost to <strong>Banca</strong><br />

<strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> for taxes and duties payable to<br />

central and local government was more than 243<br />

million.<br />

(in thousands of Euros)<br />

Income taxes for the year<br />

2006 2005<br />

Central government:<br />

IRES<br />

Local authorities:<br />

89,145 75,388<br />

IRAP<br />

Non-resident central governments :<br />

Local taxes of foreign<br />

52,855 29,317<br />

branches – 3,295<br />

Total 142,000 108,000<br />

(in thousands of Euros)<br />

In<strong>di</strong>rect taxes and duties<br />

2006 2005<br />

Central government: 47,439 48,745<br />

Stamp duties<br />

Stock transfer stamp<br />

36,123 36,697<br />

duties 328 391<br />

Flat-rate tax 9,775 10,610<br />

Other taxes and duties 1,213 1,047<br />

Local authorities: 3,336 3,483<br />

Local property tax<br />

Other local taxes<br />

1,620 1,613<br />

and duties 1,716 1,870<br />

Total 101,550 104,456<br />

79


The value of working together. For economic, civil and social development.


<strong>BPM</strong> <strong>Group</strong> Social Policies<br />

report<br />

This is the section of the Social Responsibility<br />

Report which contains a qualitative and quantitative<br />

description of the main effects of the<br />

bank’s business with regard to its <strong>di</strong>fferent<br />

types of stakeholder and highlights the consistency<br />

between decisions taken, strategies<br />

and stated values.


<strong>BPM</strong> GROUP SOCIAL POLICIES REPORT<br />

83 Stakeholders of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

85 Customers<br />

107 Members and Shareholders<br />

127 Personnel<br />

141 Suppliers<br />

147 Community<br />

155 Environment<br />

159 Communications


Stakeholders of<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

bpm<br />

The relationships that <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

has with its stakeholders are characterised and<br />

enriched by its co-operative structure which gives<br />

priority to the local area and its now recognised role<br />

of being the engine of economic, social and cultural<br />

growth in the places in which it is present.<br />

A long-stan<strong>di</strong>ng protagonist in the areas in which<br />

it operates, <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> associates<br />

its success with the cohesion and growth of the<br />

stakeholders with which it deals and bases its<br />

development strategy on improving relations with<br />

them.<br />

personnel community<br />

customers<br />

environment<br />

bpm<br />

suppliers<br />

members and<br />

shareholders<br />

me<strong>di</strong>a<br />

In fact, it considers that “social responsibility”<br />

– meaning a corporate culture of attention to its<br />

stakeholders and social <strong>di</strong>alogue with them – must<br />

permeate its strategic and operating policies and<br />

support and <strong>di</strong>rect a modern, <strong>di</strong>stinguishing vision<br />

of being a bank: solid and progressive, co-operative<br />

and competitive, effi cient and in mutuality with the<br />

territory, local and capable of dealing with business<br />

and opportunities from globalised markets.<br />

83


the Parent Bank <strong>BPM</strong><br />

Customers


Policy guidelines<br />

<strong>BPM</strong> believes in the importance of continuously<br />

listening to the “markets”, taking into account not<br />

just its players but also the community, the territory<br />

and the factors that infl uence its development.<br />

It is through a constant process of listening that<br />

measures can be taken that effectively service the<br />

needs of households and companies.<br />

The structure of reporting these activities also<br />

refl ects this conviction: the results of feedback<br />

are presented fi rst as the basis for reporting the<br />

measures taken and undertakings for the future in<br />

respect of Customers.<br />

86 � social responsibility report > bpm group social policies report > customers


Customer feedback<br />

In 2006, feedback was received from more than<br />

8,800 Customers.<br />

listening<br />

SUMMARY OF FEEDBACK IN 2006<br />

Topic Customers concerned Number Methodology Frequency<br />

Customer Satisfaction In<strong>di</strong>viduals 4,000 Telephone<br />

interviews<br />

Customer Satisfaction Small<br />

Businesses<br />

Reasons for decision and user<br />

experience<br />

Reasons for and expectations<br />

of conto@me<br />

people<br />

trends<br />

economic situation<br />

Support in developing households and private,<br />

public and social enterprises.<br />

Accessibility, efficiency and integration of the <strong>di</strong>stribution channels.<br />

Transparent communcation.<br />

Customer protection, prevention and solving of problems.<br />

New in<strong>di</strong>viduals registered<br />

to use We@bank<br />

In<strong>di</strong>vidual account<br />

holders of conto@me<br />

1,500 Telephone<br />

interviews<br />

Annual<br />

since 2005<br />

Annual<br />

since 2005<br />

3,300 E-mail questionnaire Continuous<br />

50 Focus group Ad hoc<br />

8,850<br />

service<br />

initiatives<br />

87


listening<br />

% Customers by age range<br />

< 18<br />

From 19 to 25<br />

From 26 to 45<br />

From 46 to 65<br />

1%<br />

2%<br />

People<br />

Trends<br />

Economic situation<br />

4%<br />

4%<br />

36%<br />

36%<br />

34%<br />

34%<br />

� 2006<br />

� 2005<br />

Over 65<br />

25%<br />

24%<br />

0 25 50<br />

88 � social responsibility report > bpm group social policies report > customers<br />

Customer satisfaction<br />

The systematic reporting of Customer Satisfaction<br />

(CS) seeks to measure “perceived” quality, in<br />

other words quality as an element of the Customer<br />

experience in using the bank’s products or services.<br />

With a view to growing “Customer care” and<br />

continuous improvements in business performance,<br />

the reporting of CS therefore represents an<br />

essential step towards the correct functioning of<br />

the overall organisation. Accor<strong>di</strong>ngly, <strong>BPM</strong> has<br />

continuously monitored CS with a view to evaluating<br />

the quality of the services provided to in<strong>di</strong>vidual<br />

and SME Customers.<br />

Objectives: The survey was carried out in order to<br />

identify the current perceived level of service and<br />

priorities in terms of marketing activities designed<br />

to increase the level of satisfaction.<br />

Procedure: 2006 marks the second phase of CS<br />

monitoring. It is therefore possible to analyse<br />

the trend over time of the main CS in<strong>di</strong>cators.<br />

Monitoring activity in 2006, unlike in 2005, not<br />

only involved <strong>BPM</strong>, but also two other banks of the<br />

<strong>Group</strong>, Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria and <strong>Banca</strong><br />

<strong>di</strong> Legnano.


In<strong>di</strong>vidual Customer Results<br />

The overall satisfaction of <strong>BPM</strong>’s in<strong>di</strong>vidual<br />

Customers remained stable over 2005 and was still<br />

higher than the system, even if there was a slight rise<br />

in general satisfaction with the system.<br />

Relational factors scored well, refl ecting the fact that<br />

its personnel are the bank’s real strength.<br />

The product area scored less well, except for the<br />

Internet banking service. None of the in<strong>di</strong>cators<br />

varied substantially over 2005.<br />

The areas in which <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> enjoys<br />

the best reputation relate to the transparency and<br />

maintenance of its promises.<br />

satisfaction<br />

reputation<br />

Staff<br />

Branch<br />

Current account<br />

Corporate banking<br />

Investments<br />

Overall satisfaction - <strong>BPM</strong> figure<br />

Overall satisfaction - Industry figure<br />

Maintains undertakings to customers<br />

Has a transparent relationship<br />

Is attentive to customer interests<br />

Corporate Customer Results<br />

The survey carried out with Corporate Customers<br />

confi rms the In<strong>di</strong>vidual Customer results. Corporate<br />

Customer satisfaction exceeded general satisfaction<br />

with the system, despite the fact that this latter is<br />

on a slight up rise.<br />

Personnel, branches and the corporate banking<br />

service all scored well. The other products/services<br />

reviewed <strong>di</strong>d less well. Also in this case 2006 results<br />

remained substantially stable with respect to 2005.<br />

The score for “Reputation” was broadly identical to<br />

that for In<strong>di</strong>vidual Customers, a sign that the bank<br />

enjoys a consistent reputation regardless of the<br />

type of Customer.<br />

corporate customers<br />

0% 25% 50% 75% 100%<br />

% very much in agreement + pretty much in agreement (marks from 6 to 10) 2006 2005<br />

0% 25% 50% 75% 100%<br />

% very much in agreement + pretty much in agreement (marks from 6 to 10) 2006 2005<br />

94.1%<br />

94.2%<br />

91.3%<br />

92.0%<br />

80.8%<br />

81.3%<br />

92.0%<br />

94.2%<br />

90.0%<br />

88.2%<br />

88.3%<br />

87.7%<br />

86.4%<br />

83.0%<br />

86.3%<br />

86.3%<br />

88.3%<br />

83.7%<br />

76.6%<br />

75.6%<br />

listening<br />

89


Fin<strong>di</strong>ngs of other research<br />

In<strong>di</strong>vidual users of Internet banking<br />

The research carried out during the course of 2006<br />

with In<strong>di</strong>vidual Customers examined the more<br />

important aspects of choosing and using the We@<br />

bank Internet banking service for the fi rst time,<br />

as well as focused on analysing the experience,<br />

attitudes and know-how of on-line users (conto@me<br />

account holders).<br />

First-time use<br />

A questionnaire was automatically sent out to all<br />

newly-registered members, through which it was<br />

possible to examine the user’s registration process,<br />

reasons for requesting the service, support received<br />

and interest in various functions. It emerged that<br />

Customers opt for Internet banking mostly for<br />

greater autonomy and control, while factors such as<br />

cost and access to functions seemed to play a lesser<br />

roll.<br />

Attitudes toward and expectation of conto@me<br />

Research has confi rmed that users mainly choose<br />

Internet banking services because of lower<br />

costs and because they seek greater autonomy/<br />

independence. For this reason routine banking<br />

transactions can be carried out on line.<br />

Conto @me is more cost-effective and practical than<br />

its competitors and, more importantly, it enjoys<br />

greater reliability thanks to its tangible presence<br />

throughout Italy and the support it has from such<br />

a trustworthy and solid banking group. Indeed,<br />

in choosing an on-line account, it is important<br />

for users to know that behind it lies a “physical”<br />

banking group and not merely an image.<br />

The Customer-bank relationship is one of the main<br />

<strong>di</strong>fferences between tra<strong>di</strong>tional banks and on-line<br />

banks.<br />

The link that connects an on-line bank with its<br />

Customers is defi ned through an impersonal<br />

relationship: the no-frills, <strong>di</strong>rect relationship<br />

is also undoubtedly reliable and advantageous<br />

and characterised by greater effi ciency and<br />

transparency.<br />

90 � social responsibility report > bpm group social policies report > customers<br />

<strong>BPM</strong>.SET <strong>BPM</strong>. SET<br />

Laboratorio Territoriale PMI<br />

Laboratori locali sullo Sviluppo delle Economie Territoriali<br />

per le PMI<br />

As also highlighted in <strong>BPM</strong>’s current Strategic Plan,<br />

to develop, the Bank must increasingly focus its<br />

attention on the fact that Italian SMEs feel the need<br />

for growth.<br />

This is a highly important and especially complex<br />

strategic objective as Italian SMEs must on the one<br />

hand deal with a globalised economy and on the<br />

other must remain deeply rooted in their territory,<br />

ie, remain connected to their resources and socioeconomic<br />

ties.<br />

What’s more, these same territories, understood<br />

as complex network systems, compete for human,<br />

fi nancial and technological resources in order to<br />

develop. Each territorial area follows a path towards<br />

growth that is highly specialised and <strong>di</strong>fferentiated<br />

and this inevitably translates into a demand for<br />

personalised services (even fi nancial services).<br />

Thus it is vital to adopt further mechanisms in order<br />

to receive feedback on the economic, social and<br />

cultural dynamics of territorial areas. If correctly<br />

structured, these mechanisms make it possible to<br />

maximise innovation and relations between the<br />

Bank and local businesses.<br />

It is with this premise that <strong>BPM</strong> is defi ning a project<br />

aimed at launching labs within territorial areas<br />

that reinforce the bonds between the <strong>Group</strong> and<br />

its territory through “agendas for sustainable local<br />

development”.


<strong>BPM</strong><br />

response to<br />

customer<br />

feedback<br />

number of customers<br />

2006<br />

2005<br />

Support in developing<br />

households and private,<br />

public and<br />

social enterprises<br />

920,085<br />

928,497<br />

0 30 60<br />

% Customers by age range<br />

< 18<br />

From 19 to 25<br />

From 26 to 45<br />

From 46 to 65<br />

1%<br />

2%<br />

4%<br />

4%<br />

Women 50.6%<br />

Men 49.4%<br />

Women 50.5%<br />

Men 49.5%<br />

36%<br />

36%<br />

34%<br />

34%<br />

� 2006<br />

� 2005<br />

Over 65<br />

25%<br />

24%<br />

0 25 50<br />

Services for Customers<br />

As a result of gathering Customer feedback <strong>BPM</strong><br />

has implemented a number of measures in support<br />

of households and enterprise in terms of offering<br />

them new products and services and of developing<br />

the quality of the relationship.<br />

In<strong>di</strong>viduals and households<br />

<strong>BPM</strong> offers a wide range of products and services<br />

to “In<strong>di</strong>vidual” Customers, whose number exceeds<br />

920,000 evenly <strong>di</strong>vided between men and women,<br />

in order to support their long-term projects<br />

involving savings, pensions or other expen<strong>di</strong>ture.<br />

Choose your own account<br />

and try it out for 6 months<br />

July 2006, this initiative is transparent and caters<br />

to Customer needs by allowing new Customers to<br />

acquaint themselves with <strong>BPM</strong> free of charge for 6<br />

months.<br />

Essentially, the initiative enables new Customers to<br />

“try out <strong>BPM</strong>” and open an account free of charge<br />

for 6 months.<br />

During this time, the user has free access to<br />

services linked to the account, such as bank<br />

transfers and ATM withdrawals. Furthermore,<br />

charges for stamp duties on the current account or<br />

on any securities in custody are all incurred by <strong>BPM</strong>.<br />

At the end of the trial period, any Customers<br />

deci<strong>di</strong>ng not to keep their account with <strong>BPM</strong> will not<br />

incur any expenses for closing the account or the<br />

custody of any securities opened.<br />

After 6 months, Customers deci<strong>di</strong>ng to keep the<br />

account open will be subject to the standard terms<br />

and con<strong>di</strong>tions for the account illustrated during the<br />

sales negotiations.<br />

The initiative is applicable to accounts with <strong>di</strong>fferent<br />

uses and new Customers may choose the type of<br />

account that best responds to their needs:<br />

1. Conto Compilation, an account for young people;<br />

2. Service Line, a choice of accounts that only cost<br />

Euro 1 a month;<br />

3. Globalconto Line, an all-inclusive account;<br />

4. Flexiconto, an account that rewards cash<br />

hol<strong>di</strong>ngs.<br />

To foster relations with new Customers during<br />

the 6-month trial period, feedback on Customer<br />

satisfaction is obtained through the <strong>BPM</strong> Call Center<br />

so that any critical situations can be imme<strong>di</strong>ately<br />

reme<strong>di</strong>ed.<br />

91


Elimination of costs for closing accounts<br />

opened by categories of socially <strong>di</strong>sadvantaged<br />

persons<br />

From February 2006, and therefore before the<br />

Bersani Decree, <strong>BPM</strong> decided to eliminate costs for<br />

closing certain current accounts.<br />

This benefi t is geared toward helping groups of<br />

<strong>di</strong>sadvantaged Customers. The initiative involves<br />

accounts de<strong>di</strong>cated to young people (Conto<br />

Compilation for Customers over and under 18 years<br />

of age), the elderly (GlobalConto Senior), foreign<br />

citizens (Conto Extraor<strong>di</strong>nario small e large), lowcost<br />

accounts (Il conto - Servizio bancario <strong>di</strong> base<br />

and Conto Service1) and on-line accounts (Conto@<br />

me).<br />

Services for foreign citizens<br />

The goal is to facilitate the assimilation of foreign<br />

citizens into the Italian social fabric, giving them<br />

access to fi nancial services and showing the value<br />

<strong>BPM</strong> gives to <strong>di</strong>verse cultural identities. <strong>BPM</strong>’s<br />

commitment in 2006 was carried out on two fronts<br />

through:<br />

A) the proposal for a specifi c offering, the<br />

Extraor<strong>di</strong>nario line;<br />

B) the development of new multi-ethnic service<br />

methods through the activation of multilingual call<br />

centres and Extraor<strong>di</strong>nario Points.<br />

Foreign Customers<br />

by country of origin<br />

2006 2005<br />

Eastern Europe 8,181 7,318<br />

Rest of Europe 2,303 2,148<br />

Africa 7,912 7,686<br />

Asia 8,194 7,857<br />

South America 5,725 5,484<br />

Rest of the world 923 856<br />

Total 33,238 31,349<br />

92 � social responsibility report > bpm group social policies report > customers<br />

A) Extraor<strong>di</strong>nario Line<br />

Immigrant citizens have fi nancial needs that grow<br />

as their level of social integration grows. Within<br />

this context, <strong>BPM</strong> proposes an offering made up of<br />

various solutions at <strong>di</strong>ffering cost levels. To satisfy<br />

immigrants’ needs to send money abroad, <strong>BPM</strong><br />

offers an inexpensive, fast and safe way for them<br />

to send money abroad to loved ones from all <strong>BPM</strong><br />

branches thanks to arrangements between <strong>BPM</strong> and<br />

many foreign banks in the state of origin. <strong>BPM</strong> also<br />

offers international prepaid cre<strong>di</strong>t cards without<br />

cardholders being required to open an account.<br />

Cardholders can also make payments in Italy<br />

and abroad and withdraw money from ATMs. The<br />

offering has been expanded to encompass three<br />

types of current accounts available at reasonable<br />

costs and <strong>di</strong>fferentiated based on the services<br />

included.<br />

For Customers wanting to start up a business<br />

or develop an already existing one, <strong>BPM</strong> offers<br />

Extraor<strong>di</strong>nario Business, a product aimed to satisfy<br />

all business management needs.<br />

Brochures are available at all <strong>BPM</strong> branches and<br />

have been translated into eight <strong>di</strong>fferent languages<br />

besides Italian: Arabic, French, Spanish, Filipino,<br />

Romanian, Portuguese, English and Chinese. Multilanguage<br />

information is available on the website<br />

www.bpm.it or by calling the toll-free number<br />

800.100.200 where multi-lingual phone operators<br />

are on-hand to respond in French, Arabic, Romanian,<br />

Spanish and English.


B) Extraor<strong>di</strong>nario Points<br />

To provide further assistance with understan<strong>di</strong>ng<br />

products and services, <strong>BPM</strong> offers immigrant<br />

Customers the chance to interface with a mothertongue<br />

operator via a video-consultancy service.<br />

The service is currently available in six branches:<br />

three in Milan, one in Saronno, and one in Bologna<br />

and Rome. Customers can book a video-consultancy<br />

service at the self-service area located in each of<br />

the six branches or by calling the toll free number<br />

800.100.200.<br />

<strong>BPM</strong> received two awards for its commitment to foreign<br />

citizens:<br />

1. the Sodalitas Social Award, fi rst place in the category<br />

“Socially responsible fi nancial initiatives” “for having<br />

successfully offered a complete banking service package<br />

linked to various phases of local integration for immigrants<br />

that encourages their economic citizenship”;<br />

2. the WelcomeBank Award, issued by Fondazione Cassa <strong>di</strong><br />

Risparmio <strong>di</strong> Biella ed Etnica.<br />

Support for immigrant enterprises<br />

In 2006, <strong>BPM</strong> continued its collaboration with<br />

ASIIM – Association for the Development of<br />

Immigrant Enterprise in Milan – by offering<br />

support and initiatives such as surveys on the<br />

needs of immigrant entrepreneurs and the<br />

opening of an “Immigrant enterprises point” (at<br />

the Milan Chamber of Commerce and through the<br />

website www.impren<strong>di</strong>torimmigrati.it) aimed at<br />

helping immigrants start up or develop their own<br />

businesses in Italy.<br />

For 2007 and with the contribution of Members,<br />

the Association has planned to set up a training<br />

programme for aspiring entrepreneurs available free<br />

of charge.<br />

Video-consultancy area<br />

Multi-language<br />

presentation<br />

service<br />

initiatives<br />

93


100% mortgage<br />

For fi rst-home buyers who do not have initial<br />

capital, <strong>BPM</strong> proposes a new solution for 100%<br />

fi nancing for up to a maximum amount of Euro<br />

350,000. <strong>BPM</strong> provides a renegotiable fi xed-rate<br />

mortgage combined with a fi xed-rate guarantee for<br />

the fi rst fi ve years and the opportunity to afterwards<br />

mo<strong>di</strong>fy the fi nancing plan at pre-defi ned con<strong>di</strong>tions.<br />

Photovoltaic loans<br />

This project is designed to encourage the<br />

production of electrical energy through photovoltaic<br />

systems (which transform solar energy into<br />

electrical energy) and was created following<br />

Legislative Decree of 28 July 2005, issued by the<br />

Ministry of Productive Activities in concert with<br />

the Ministry of the Environment and Territorial<br />

Protection.<br />

Households and businesses inten<strong>di</strong>ng to install or<br />

boost pre-existing photovoltaic systems are eligible<br />

for fl oating-rate fi nancing for up to Euro 150,000,<br />

repayable in up to 10 years.<br />

In light of the new (“energy saving”) fi nance law, in<br />

the fi rst half of 2007 <strong>BPM</strong> will develop specifi cally<br />

designed products for businesses, condominiums<br />

and in<strong>di</strong>viduals wishing to use environmentallyfriendly<br />

technologies and systems and save on<br />

energy consumption.<br />

Offers to students: “Un C@ppuccino per un PC”<br />

An agreement was entered into with the Ministry<br />

for Innovation and Technology, in concert with the<br />

Ministry of Education, Higher Learning and Research<br />

and the Ministry of Economy and Finance, to offer<br />

fi nancing to Italian university students called “Un<br />

C@ppuccino per un PC”. Thanks to the agreement<br />

students can receive loans without having to<br />

provide any accessory guarantees.<br />

This project is among many initiatives that <strong>BPM</strong><br />

makes available to students, more specifi cally<br />

in the ambit of masters and specialisation<br />

courses, through specifi c agreements with the top<br />

universities in Lombardy.<br />

Consumer cre<strong>di</strong>t guarantee fund<br />

Following an agreement with the Ministry of<br />

Productive Activities, in 2006 <strong>BPM</strong> issued fi nancing<br />

for the purchase of goods or services for families<br />

whose annual income (accor<strong>di</strong>ng to the household<br />

income in<strong>di</strong>cator, ISEE) is less than Euro 15,000.<br />

Financing is guaranteed for up to 50% through a<br />

specifi c guarantee fund.<br />

94 � social responsibility report > bpm group social policies report > customers<br />

Ethical funds - Investments in companies<br />

conscious of the environment and the<br />

protection of human rights<br />

<strong>BPM</strong> <strong>Group</strong> is co-foun<strong>di</strong>ng partner of Etica Sgr (a<br />

company promoting “Responsible Values” ethical<br />

funds and belonging to the <strong>Banca</strong> <strong>Popolare</strong> Etica<br />

<strong>Group</strong>).<br />

Etica Sgr is the only Italian asset management<br />

company specialised in exclusively promoting<br />

socially responsible mutual funds.<br />

Etica Sgr is the fi rst Italian asset management<br />

company that actively exercises shareholder rights<br />

on social and environmental issues by atten<strong>di</strong>ng the<br />

general meetings of listed companies in which the<br />

funds invest.<br />

In 2006, its fourth year on the sustainable fi nance<br />

market, Etica Sgr promoted the placement of the<br />

new fund “Responsible Share Values”.<br />

For every Euro 1,000, fund subscribers donate Euro<br />

1 to a fund that guarantees microcre<strong>di</strong>t projects in<br />

Italy. The fund is used by <strong>Banca</strong> Etica in partnership<br />

with local entities and charities.


Distribution of the Italian Ethical Fund Market*: Position of Etica Sgr<br />

Others – 436 (22.3%)<br />

Pioneer – 669 (34.2%)<br />

(*) Calculation by Etica Sgr based on Assogestioni data, December 2006. Only funds classifi ed as<br />

“ethical” by Assogestioni have been calculated.<br />

in thousands of Euros<br />

Contribution of the <strong>BPM</strong> <strong>Group</strong> to total<br />

assets managed by Etica SGR<br />

Assets managed<br />

<strong>BPM</strong> <strong>Group</strong> 70,212 33.36%<br />

Other 140,234 66.64%<br />

Total 210,447 100.00%<br />

Etica Sgr – 210 (10.8%)<br />

Eurizon – 641 (32.8%)<br />

Performance of fund guaranteeing<br />

microcre<strong>di</strong>t projects<br />

Total assets<br />

managed<br />

2004 90,000 48,000<br />

2005 185,000 105,000<br />

2006 264,000 114,000<br />

euro<br />

Used for microcre<strong>di</strong>t<br />

projects<br />

service<br />

initiatives<br />

95


Companies<br />

Products for companies<br />

Also in 2006 <strong>BPM</strong>, often in partnership with<br />

local trade associations and institutes, provided<br />

fi nancing solutions for companies to help them<br />

solve business challenges, such as:<br />

- Short-term debt consolidation:<br />

The project iis geared towards<br />

helping craftsmen consolidate their short-term<br />

debts. The initiative was launched in association<br />

with the Craftsmen Union of the Province of Milan<br />

with fi nancing backed by guarantees from the<br />

Lombardy Craftsmen Co-operative for Guarantees.<br />

Its purpose is to raise awareness among craftsmen<br />

that they can transform surplus short-term debts<br />

into me<strong>di</strong>um-term debts.<br />

- Equity adjustment: The project, in conjunction<br />

with the Milan, Varese and Como Chambers<br />

of Commerce, aims to help companies adjust<br />

their equity after investments and company<br />

restructurings.<br />

- Usury prevention: <strong>BPM</strong> has kicked off the<br />

arrangement with the local prefecture to promote<br />

fi nancing in order to prevent usury. The initiative<br />

seeks to provide fi nancing to companies,<br />

presented by guarantee consortiums or authorised<br />

associations, that are burdened with fi nancial<br />

hardships and request assistance through a<br />

guarantee set up using public anti-usury funds.<br />

- Investments in economically depressed areas:<br />

<strong>BPM</strong> has entered into an agreement with Cassa<br />

Depositi e Prestiti to manage Law no 488, the<br />

instrument whereby companies are given a large<br />

portion of sinking fund and low-interest loans.<br />

This project envisages loans aimed at fostering<br />

investment in depressed areas by companies with<br />

the help of the Ministry of Economic Development<br />

in part through sinking funds and in part thorough<br />

interest accounts.<br />

96 � social responsibility report > bpm group social policies report > customers<br />

<strong>BPM</strong> serves 98,465 small companies and 9,430 me<strong>di</strong>um<br />

and large companies (an ever-growing fi gure), of which<br />

around 74% in Lombardy.<br />

- Low liqui<strong>di</strong>ty: To help companies deal with low<br />

liqui<strong>di</strong>ty issues following the <strong>di</strong>ffering methods for<br />

allocating post-employment benefi ts for employees,<br />

<strong>BPM</strong> has set up a post-employment benefi t fund<br />

that provides a two-fold form of fi nancing. The fi rst<br />

part of the fi nancing has a term of 11 months at<br />

highly attractive rates, while the second covers the<br />

fi rst three years, with repayment after fi ve.<br />

Small Businesses<br />

2006 2005<br />

Skilled trades 22% 21%<br />

Services 24% 21%<br />

Industry 17% 18%<br />

Commerce 14% 14%<br />

Agriculture 3% 3%<br />

Other 20% 23%


Entities and Associations<br />

<strong>BPM</strong> for the non-profi t sector<br />

Collaboration activities in the non-profi t sector led to<br />

a rise in 2006 in the offering of products and services<br />

for the non-profi t sector.<br />

In 2006 membership to the website<br />

www.faresolidale.it increased by 68%. The website<br />

was redesigned and the new version was launched<br />

in May 2007, offering associations the chance to<br />

present up to 6 projects and use state-of-the-art<br />

online fund collection instruments.<br />

During the course of the year, the ON LINE<br />

DONATIONS service has increased its membership<br />

and now has an added service expressly set up by<br />

<strong>BPM</strong> called FRECCIA WEB Solidale whereby nonprofi<br />

t associations can collect funds on-line.<br />

In 2006 <strong>BPM</strong> took part in several nation-wide<br />

and, in keeping with its logic as a local area<br />

bank, local initiatives. The initiatives included<br />

TUTTAUNALTRACOSA and Stramilano.<br />

The non-profi t sector in <strong>BPM</strong>*<br />

2006 Number<br />

of Customers<br />

2005 Number<br />

of Customers<br />

Social co-operatives 205 211<br />

Associations and other Entities 3,920 1,465<br />

Foundations 185 169<br />

Religious entities 538 547<br />

Total 4,848 2,392<br />

* In 2006, through an analysis conducted, the segment was<br />

better defi ned to include associations as well as other nonprofi<br />

t entities such as committees, research institutes and<br />

organisations for senior citizens.<br />

service<br />

initiatives<br />

97


SERVICE<br />

INITIATIVES<br />

Accessibility, effi ciency<br />

and integration of<br />

<strong>di</strong>stribution channels<br />

98 � social responsibility report > bpm group social policies report > customers<br />

Commercial network<br />

Territorial coverage<br />

<strong>BPM</strong> continued to pursue its territorial expansion<br />

activities also in 2006. In line with the bank’s<br />

mission to keep its strong local roots and constantly<br />

improve service, <strong>BPM</strong>’s <strong>di</strong>stribution policy involved<br />

the pursuit of a widespread network with heavy<br />

coverage especially in the areas in which <strong>BPM</strong>’s<br />

presence is deeply rooted and where a <strong>di</strong>rect<br />

knowledge of the area facilitates a proactive<br />

approach in Customer relations.<br />

New branch model<br />

In 2006, <strong>BPM</strong> continued its efforts to modernise<br />

and render the internal areas of its branches<br />

more functional by provi<strong>di</strong>ng better security and<br />

improving Customer-Bank relations.<br />

Self-service area set up for new and advanced procedures. Typical work area equipped with automatic cashiering services for safe cash management


On-line channel<br />

We@bank<br />

In its six years of existence, the We@bank service<br />

has earned noteworthy results in terms of its<br />

widespread Customer use. More than 25% of <strong>BPM</strong><br />

account holders are registered to use the We@bank<br />

service and on average, in the 12 months of 2006,<br />

more than 130,000 transactions took place each<br />

month through this on-line service (payments, stock<br />

market trades and transactions in funds).<br />

These results place We@bank at the top end of<br />

the market in terms of Customer penetration. The<br />

important goals established when the We@bank<br />

service was created have been achieved.<br />

Ever-wider Customer penetration and more intense<br />

use of the services offered remain the permanent<br />

objectives of the We@bank service. To reach these<br />

goals, projects were designed in 2006 to improve<br />

and complete the offering of products and services<br />

available on We@bank.<br />

We@bank’s growth does not stop here. We@bank<br />

has entered into a new phase as an operational<br />

channel as well as a Customer relations and sales<br />

channel. This latter objective arises from the<br />

experience gained by Customers in using on-line<br />

channels in general.<br />

We@bank has already started to change in this<br />

<strong>di</strong>rections by redesigning the part of the website<br />

accessible to the public, made available on 1 July<br />

2006. In 2007 the private area will be completely<br />

redesigned keeping these new perspectives in<br />

mind.<br />

We@bank results for <strong>BPM</strong><br />

In 2006 31,157 Customers registered to use We@<br />

bank, a sharp increase over 2005 of 20%. At 31<br />

December 2006, 182,457 Customers signed up for<br />

access to <strong>BPM</strong>’s Internet Retail service (+ 13% over<br />

the previous year).<br />

With regard to the use of the We@bank service, we<br />

point out that:<br />

• a monthly average of more than 92,000 users<br />

access the private areas of the website (via a login<br />

and password), up from 77,500 in 2005 (+18%);<br />

• on an annual basis, the total number of active<br />

Customers who used the service at least once<br />

reached 130,560 compared to 111,954 in the<br />

previous year, resulting in a 17% increase. The total<br />

number of active clients accounts for 72% of the<br />

total clients registered with the service against 70%<br />

at the end of December 2005 and 69% at the end of<br />

December 2004;<br />

• these clients accessed the We@bank website a<br />

total of 9,481,985 times (+ 20 % over 2005), with an<br />

average of 72 logins/Customers in twelve months<br />

(more than 6 logins per month per active Customer).<br />

With regard to banking operations, we point out<br />

that:<br />

• 9,605,119 information requests (current account<br />

balances, transactions, instruction results etc) were<br />

made, up 20% over 2005;<br />

• Customers giving bank instructions rose from<br />

62,640 in 2005 to 79,066, up 26%;<br />

• the number of instructions (bank transfers, bank<br />

slips, automatic transfers, payments against notice,<br />

etc) totalled 1,131,608, up by 31 % over 2005;<br />

• on-line tra<strong>di</strong>ng again reached record highs in<br />

2006 with 406,927 stock exchange transactions<br />

performed compared to 325,313 in 2005 (+25%).<br />

This result is slightly higher than that of the overall<br />

Italian market performance. Indeed, the average<br />

daily tra<strong>di</strong>ng percentage on the Italian Stock<br />

Exchange in the same period was 21% higher than<br />

the previous year, reporting a growth of the market<br />

share as well;<br />

• transactions on funds have reached signifi cant<br />

levels with 25,667 transactions carried out in 2006<br />

(purchases, sales and switches) compared with<br />

18,722 in the previous year (+37%). Market trends<br />

have fuelled this growth, but they are surely not the<br />

only reason for this phenomenon. Since 2005 this<br />

140.000<br />

116.000<br />

93.000<br />

70.000<br />

1.100.000<br />

900.000<br />

700.000<br />

500.000<br />

300.000<br />

Active We@Bank Customers<br />

83,260<br />

99,518<br />

130,560<br />

2003 2004 2005 2006<br />

424,869<br />

641,800<br />

111,954<br />

We@Bank Banking Instructions<br />

861,868<br />

1,131,608<br />

2003 2004 2005 2006<br />

99


sharp increase has been the result of more intense<br />

usage of more sophisticated services on the part of<br />

the Customers and therefore greater maturity in the<br />

use of We@bank<br />

Accessible We@bank<br />

Accessible We@bank is the version of in<strong>di</strong>vidual<br />

Customer home banking service devoted to the<br />

otherwise abled.<br />

This service makes it possible to navigate and<br />

use the principal functions involving the giving of<br />

instructions and requesting of information already<br />

available in the “tra<strong>di</strong>tional” version of We@bank,<br />

by using special technology to allow these functions<br />

to be used by the otherwise abled.<br />

Its various features include the possibility of<br />

mo<strong>di</strong>fying the viewing mode, enlarging the<br />

characters or increasing the contrast, and the<br />

possibility for the blind to use a specifi c screen<br />

reader to read web pages.<br />

During 2006 over 7,289 Customers used Accessible<br />

We@bank involving a total of more than 62,010<br />

logins and 7,748 instructions.<br />

On-line security<br />

The public portion of the website has been made<br />

even more secure with the application of an https<br />

scheme that protects data through encryption.<br />

In general terms, security of the private area of the<br />

website has been strengthened through the use of<br />

a second password (see image below) previously<br />

used to confi rm all instructions placed in the private<br />

area.<br />

Lastly, use of the second password has been<br />

optimised through the request of only 2 codes<br />

so that as a result the possible combinations are<br />

widened.<br />

100 � social responsibility report > bpm group social policies report > customers<br />

inLineaNet<br />

In 2006 the number of Customers and instructions<br />

rose sharply, even in light of the legislative changes<br />

brought about by the Bersani Decree, which requires<br />

all businesses to use on-line instruments. The<br />

number of new users of this service totalled 15,068,<br />

for a total of 48,618 Customers, equal to 49% of the<br />

total business Customers, up 10% from 2005.<br />

The number of F24 forms collected in 2006 totalled<br />

234,758 against 94,858 in 2005, up 247%.<br />

On-line Documents<br />

The “On-line Documents” service has been active<br />

since March 2004 and is available to both in<strong>di</strong>vidual<br />

Customers using We@bank and corporate Customers<br />

using inLineaNet. The On-line Documents service<br />

allows users to receive accounting documents that<br />

the bank would normally send via post <strong>di</strong>rectly online<br />

inside a personal fi le within the private area of<br />

the website. These documents refer to:<br />

• banking transactions such as bank transfers,<br />

account transfers;<br />

• the sale and purchase of securities;<br />

• other types of transactions such as automatic<br />

transfers, reversals, collections;<br />

• bank statements and securities in custody;<br />

• summary documents from 1 January 2007.<br />

The service continues to be very successful. The<br />

percentage of Customers signed up for the service<br />

as at 31 December 2006 grew by 69% compared with<br />

December 2005. Accounts registered for the service<br />

equal more than 87% of active Customers using<br />

Internet services (monthly fi gure at December 2006)<br />

and more than 52% of all existing Customers (for<br />

branch 599 Customers, the percentage exceeds 70%).<br />

Figures for On-line Documents services<br />

We@bank + inLineaNet<br />

2006 2005<br />

Accounts registered for the service 143,300 98,000<br />

Bank statements produced 1,100,000 500,000<br />

Documents produced 7,100,000 3,200,000<br />

Saving by Customers (in euro) 1,430,000 1,250,000<br />

Figures for inLineaNet<br />

2006 2005<br />

Average active Customers in a month 44,696 24,790<br />

Total no. site accesses 5,005,690 4,142,591<br />

Total no. information requests 5,170,895 4,245,279<br />

Total no. instructions 13,051,805 6,364,934


<strong>BPM</strong><br />

response to<br />

customer<br />

feedback<br />

Transparent<br />

communication<br />

Awareness of Patti Chiari<br />

2006 2005<br />

I am aware of the initiative 44.20% 44.20%<br />

I have only heard of it 38.15% 38.45%<br />

I am well aware of the initiative 6.05% 5.75%<br />

I am not aware of the initiative 55.80% 55.80%<br />

Guide<br />

to the initiative<br />

for the Customer<br />

October 2006<br />

Source: Patti Chiari Consortium<br />

List of services regulated<br />

on current account<br />

available at branch<br />

Half-year monitoring<br />

of closing periods<br />

(report on periods<br />

available<br />

at branches from<br />

June 2007)<br />

December 2006<br />

Patti Chiari<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> has adopted from the<br />

outset the eight initiatives taken as part of the project<br />

sponsored by ABI (Italy’s Banking Association) with<br />

the goal of improving bank-Customer relationships,<br />

by basing Customer engagement on the values<br />

of clarity, fairness, ease of understan<strong>di</strong>ng and<br />

comparability of the various choices on offer.<br />

After obtaining quality certifi cation in 2004 for each<br />

of the 8 initiatives, <strong>BPM</strong> maintained this status in<br />

the three-year period from 2005 to 2007 thanks to<br />

its correct provision of the 8 services, confi rming<br />

its commitment to introducing the transparency<br />

principle to the market.<br />

In ad<strong>di</strong>tion, <strong>BPM</strong> has adhered to the initiative within<br />

the ambit of PattiChiari called Cambio Conto, which<br />

aims to provide greater information on procedures<br />

regar<strong>di</strong>ng the mobility of Retail Customers in relation<br />

to current account products (in application of the<br />

Bersani Decree) through a process that is clear,<br />

simple and effi cient, thereby guaranteeing:<br />

• a list of services regulated on the account being<br />

closed/transferred;<br />

• the automatic transfer of collections;<br />

• the monitoring of timing for closing the account.<br />

By the end of 2007, the initiative will ensure that all<br />

services linked to the account are fully transferred.<br />

In order to understand and monitor knowledge of<br />

the project, in 2006 <strong>BPM</strong> asked Customers whether<br />

they are aware of Patti Chiari as part of the wider<br />

Customer Satisfaction survey. The data reported in<br />

the table below show how awareness of the initiative<br />

has improved among those who have already heard<br />

of it, while more attention should focus on informing<br />

people who are not aware, the percentage of which<br />

remains unchanged.<br />

Automatic transfer<br />

of charges managed<br />

by the automatic<br />

transfer service<br />

February 2007<br />

Automatic<br />

transferability of all<br />

services activated<br />

on the account<br />

December 2007<br />

101


Patti Chiari<br />

Controversial markets<br />

Law no 185/90 governs the exchange of arms within the context of foreign defense policy and its compliance with the<br />

<strong>Banca</strong><br />

fundamental<br />

<strong>Popolare</strong><br />

principles<br />

<strong>di</strong> <strong>Milano</strong><br />

of<br />

ha<br />

the<br />

aderito<br />

Italian<br />

sin<br />

Constitution.<br />

dall’inizio<br />

alle otto iniziative realizzate nell’ambito del progetto<br />

promosso dall’ABI con l’obiettivo <strong>di</strong> migliorare<br />

i rapporti 2006 report allo sportello, on the technical improntando operations il <strong>di</strong>alogo of <strong>BPM</strong>:<br />

con 1. la The clientela application ai valori of our <strong>di</strong> chiarezza, policy of July correttezza, 2005, which does not entail taking part in fi nancing transactions that concern the<br />

comprensibilità<br />

exportation or<br />

e<br />

importation<br />

comparabilità<br />

of arms,<br />

delle<br />

resulted<br />

offerte.<br />

in 2006 in a further signifi cant reduction in the number of collections (14<br />

compared with 31 in 2005) and the related volumes authorised (Euro 18,216,000 compared with Euro 43,638,000 in 2005).<br />

Dopo aver ottenuto nel 2004 la certifi cazione <strong>di</strong><br />

qualità In 2006 per the ciascuna payment delle of a 8 brokerage iniziative fee previste, of Euro 1,576,000 <strong>BPM</strong> was authorised and Euro 771,000 was collected within the context of<br />

ha mantenuto an inter-governmental tale riconoscimento co-production anche programme per il 2005 for which no prior authorisation is required.<br />

grazie ad una corretta erogazione degli 8 servizi, a<br />

riconferma dell’impegno nell’attivazione dei principi<br />

2. Product recipient countries suffered a decrease and were: France, Great Britain, Greece, Ireland, USA, In<strong>di</strong>a and Turkey<br />

<strong>di</strong> chiarezza sul mercato.<br />

receiving a very small provision.<br />

Per comprendere e monitorare la conoscenza<br />

del<br />

Although<br />

progetto,<br />

underlining<br />

<strong>BPM</strong> ha inserito<br />

the controversial<br />

la rilevazione<br />

and complex<br />

della<br />

issue of relations between banks and the activities governed by Law no<br />

notorietà <strong>di</strong> Patti Chiari presso la propria clientela<br />

185/90, <strong>BPM</strong> has revealed that in 2007 it intends to further dramatically reduce its technical operations by applying even more<br />

all’interno dell’indagine più complessiva sulla<br />

Customer restrictive Satisfaction.<br />

and selective criteria than those contained in Law no 185/90, both for products and for recipient companies.<br />

I dati<br />

<strong>BPM</strong><br />

riferiti<br />

also<br />

alla<br />

confi<br />

tabella<br />

rms that<br />

comporteranno<br />

around January 2008<br />

un continuo<br />

it will produce a report on 2007 and will continue its long-stan<strong>di</strong>ng practice<br />

sforzo nelle attività <strong>di</strong> informazione, in<strong>di</strong>viduando<br />

of organising a meeting with important NGOs and with <strong>Banca</strong> Etica. On this occasion <strong>BPM</strong> will also make known by when it<br />

nel contempo gli strumenti più idonei per<br />

comunicare intends to con defi le nitively <strong>di</strong>verse leave tipologie this market. <strong>di</strong> clienti.<br />

2004 – 2006 technical operations trend<br />

year ministerial authorisations amount authorised for collection hgfsrsreagfssgsgsfss<br />

2004 n, 32 euro 57,946,000<br />

2005 n, 31 euro 43,638,000<br />

2006 n, 14 euro 18,216,000<br />

102 � social responsibility report > bpm group social policies report > customers


<strong>BPM</strong><br />

response to<br />

customer<br />

feedback<br />

Customer protection,<br />

prevention and<br />

solving<br />

of problems<br />

Handling of complaints<br />

Complaints represent an important opportunity<br />

for listening and respon<strong>di</strong>ng to Customers, with a<br />

view to maintaining the quality of the service and<br />

overall satisfaction of Customers. They are handled<br />

by the Complaints Offi ce, which usually resolves the<br />

problems <strong>di</strong>rectly, so that Customer recourse to the<br />

Ombudsman is minimal.<br />

A total of 2,325 complaints were received during the<br />

course of 2006, almost all of which in writing. This<br />

number is lower than in 2005. Complaints on the<br />

charging of interest have been nearly eliminated,<br />

while some complaints remain on securities that<br />

in the past few years have gone in default. There<br />

has been a slight increase in complaints in the<br />

tax segment, especially in relation to F24 forms.<br />

New complaints have arisen following the changes<br />

brought about by the Finance Act, particularly with<br />

regard to successions.<br />

Complaints by type<br />

2006 2005<br />

Accounts 624 560<br />

Investment products 595 666<br />

Financing products 355 814<br />

Payment and collection services 581 475<br />

Insurance policies 36 43<br />

Miscellaneous 134 142<br />

Total 2,325 2,700<br />

103


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibility Report<br />

Development of projects in support of young families and<br />

atypical workers.<br />

Accessibility to cre<strong>di</strong>t.<br />

100% mortgage.<br />

Development of the multi-ethnic bank with initiatives<br />

specifi cally targeted at the immigrant population.<br />

Multi-lingual call centre operators.<br />

Multi-lingual corners in branches.<br />

State of play<br />

at the end of 2006<br />

J<br />

J<br />

Development of a project to strengthen ties with the nonprofi<br />

t sector/social economy.<br />

Implementation of specifi c measures.<br />

Basel 2 project to assist SMEs with this transition.<br />

Establishment of loans to fund development. J<br />

Supplementary retirement savings project aimed at both<br />

workers and companies.<br />

Training/ Information activity.<br />

Start of continuous monitoring of Customer Satisfaction.<br />

Second survey.<br />

Extension to other banks in the <strong>Group</strong>.<br />

Rationalisation and simplifi cation of range of products<br />

and services.<br />

Continuation of the review process.<br />

Territorial social <strong>di</strong>alogue workshops” with “players” and<br />

companies. Organisation of the fi rst “round tables” on<br />

certain key topics concerning the bank/markets relationship.<br />

Territorial social <strong>di</strong>alogue workshops” with “players”<br />

and companies. Organisation of the fi rst “round tables”<br />

on certain key topics concerning the bank/markets<br />

relationship.<br />

J<br />

J<br />

J<br />

J<br />

J<br />

K<br />

104 � social responsibility report > bpm group social policies report > customers<br />

Steps taken<br />

• Procedural analysis has been started.<br />

• The 100% mortgage project has been<br />

realised and marketed.<br />

• 8 mother-tongue operators speaking French,<br />

Arabic, Romanian, Spanish and English have<br />

been hired for <strong>BPM</strong> call centres.<br />

• Video-consultancy areas have been set up in<br />

6 <strong>BPM</strong> branches.<br />

• The product and service offerings and<br />

online fund collection services have<br />

been changed.<br />

• Collaborations with trade associations<br />

to introduce fi nancing solutions to help<br />

businesses competative markets have<br />

continued.<br />

• The initiative has been launched.<br />

• The second e<strong>di</strong>tion of monitoring has<br />

been realised. Since 2006 it has been<br />

extended to other banks of <strong>BPM</strong> <strong>Group</strong>,<br />

for a total of 6,600 Customers involved.<br />

• The simplifi cation of the Product<br />

Catalogue has continued and has<br />

resulted in the signifi cant decrease<br />

of type of current accounts offered to<br />

Customers, with a view towards greater<br />

transparency and effi ciency for the sales<br />

network.<br />

• The line of products created and<br />

marketed is constantly being widened.<br />

• A project feasibility study has been<br />

drafted. Financing for the phases<br />

foreseen for 2007 and 2008 are still<br />

being evaluated.


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for further improvement Outlook for 2007<br />

Monitoring of Customer Satisfaction. • Research on SME and in<strong>di</strong>vidual<br />

Customers widened to improve<br />

knowledge on these segments, even<br />

in terms of needs and expectations.<br />

Development of the multi-ethnic bank with initiatives specifi cally targeted at the<br />

immigrant population.<br />

• Collaborative relationships built<br />

with the most important ethnic<br />

communities in Italy.<br />

• Training provided to foreign<br />

entrepreneurs, in partnership<br />

with ASIIM – Associaion for the<br />

Development of Immigrant Enterprise<br />

in Milan.<br />

• Examination of specifi c projects aimed<br />

to integrate multi-ethnic personnel<br />

into branches and create multi-ethnic<br />

loan brokers.<br />

Simplifi cation of Customer-bank relations. • Methods for accessing services<br />

simplifi ed.<br />

105


The Parent Bank <strong>BPM</strong><br />

Members and<br />

Shareholders<br />

107


Policy guidelines<br />

<strong>BPM</strong> is committed to dealing with its Members and<br />

Shareholders in accordance with its mission and<br />

gui<strong>di</strong>ng principles. More specifi cally, it intends to<br />

pursue the following key objectives:<br />

• to create value over time for all its Members and<br />

Shareholders as a result of rigorous, business<br />

management that, by ensuring a solid capital<br />

base, produces a constant growth in earnings,<br />

productivity, development and control of risks;<br />

• to strengthen its identity as a lea<strong>di</strong>ng co-operative<br />

bank known for its wide, <strong>di</strong>verse membership base<br />

unifi ed around its mission;<br />

• to seek a model of governance fi rmly tied to the<br />

principle of responsibility and transparency that<br />

allows the <strong>di</strong>fferent components of its membership<br />

base to be represented.<br />

108 � social responsibility report > bpm group social policies report > members and shareholders


An overview<br />

Co-operative banks represent an important player in<br />

terms of their territorial presence and the role they<br />

play in developing local business.<br />

In recent years they have signifi cantly increased<br />

their importance within the Italian banking industry,<br />

while at the same time taking on the challenge of<br />

change with a series of aggregations and transformations.<br />

These changes have not signifi cantly changed their<br />

business models – which continue to be a territorial<br />

banking one – while their co-operative format<br />

has facilitated a kind of development that respects<br />

tra<strong>di</strong>tional relationships between the bank, Customer<br />

and community, by fostering “proximity” to the<br />

Customers concerned.<br />

In this way the benefi ts of our country’s economic,<br />

social and legal tra<strong>di</strong>tion are brought to the fore.<br />

In this context <strong>BPM</strong> is committed to satisfying the<br />

expectations of its Members and Shareholders<br />

by implementing with constancy and graduality a<br />

banking model that is ever more effi cient, solid and<br />

profi table and socially responsible, which seeks to<br />

help local enterprises to grow, thereby offering a<br />

perspective of long-term value to their investment.<br />

analysis of share capital made up of 415,034,231 shares (<strong>di</strong>stribution per agggregations and relative % of sharehol<strong>di</strong>ng)<br />

Partner Shareholders - 4.02% **<br />

hol<strong>di</strong>ng 16,674,760 shares<br />

Other Shareholders - 32.20%<br />

hol<strong>di</strong>ng 133,635,141 shares<br />

* Institutional Investors and Large Shareholders with more than 100,000 shares.<br />

** Partner Shareholders (3.42% CM-CIC <strong>Group</strong> - 0.59% Fondazione Cassa Risp. Alessandria)<br />

Large Shareholders - 8.41% *<br />

hol<strong>di</strong>ng 34,907,114 shares<br />

Institutional Investors - 55.37% *<br />

109


Institutional Investor Shareholders (54,73%)*<br />

Total: 279 with 227,136,546 shares<br />

Italian residents: 53,049,663 shares<br />

Foreign residents: 174,086,883 shares<br />

Large Shareholders (7.01%)*<br />

Total: 30 with 29,087,235 shares<br />

Italian residents: 18,688,161 shares<br />

Foreign residents: 10,399,074 shares<br />

Shareholder<br />

composition<br />

analysis of share capital consisting of 415,034,231<br />

shares held by 90,818 members and shareholders<br />

Partner Shareholders (1.41%)**<br />

Total: 5 with 5,871,750 shares<br />

Other Shareholders (13.32%)<br />

Total: 40,185<br />

with 55,275,778 shares<br />

Institutional Investor Members (0.65%)*<br />

Total: 5 with 2,680,670 shares<br />

Italian residents: 1,654,302 shares<br />

Foreign residents: 1,026,368 shares<br />

* Includes only Large Shareholders and Institutional Investors with more than 100,000 shares<br />

** Partner Members and Shareholders (3.42% C.I.C. <strong>Group</strong> - 0.59% Fondazione Cassa Risp. Alessandria)<br />

110 � social responsibility report > bpm group social policies report > members and shareholders<br />

<strong>BPM</strong> is a limited co-operative company whose share<br />

capital consists of shares listed on the Milan Stock<br />

Exchange in the S&P MIB segment; it combines<br />

the characteristics of a partnership with those of a<br />

limited company in compliance with the complex<br />

rules that regulate the market.<br />

Its co-operative nature (which treats the<br />

relationship between people as fundamental<br />

and focuses on developing mutuality between its<br />

Members) combined with the recourse to capital<br />

markets determines and infl uences its shareholder<br />

and corporate structure; in fact, this consists of a<br />

large number of small in<strong>di</strong>vidual Shareholders and<br />

a smaller number of Large Shareholders, Partner<br />

Members/Shareholders and Institutional Investors<br />

who hold a signifi cant portion of share capital.<br />

The breakdown of sharehol<strong>di</strong>ngs by type and<br />

size shows that <strong>BPM</strong> has been able to grow while<br />

continuing to be a co-operative and at the same<br />

time to acquire a large number of professional<br />

investors among its Members and Shareholders<br />

who mainly invest in the Bank’s stock on a me<strong>di</strong>um/<br />

long-term basis.<br />

More specifi cally, the strategy of seeking alliances<br />

with partners interested in long-term investment<br />

and commercial agreements, has led <strong>BPM</strong> to make<br />

cross-sharehol<strong>di</strong>ngs with Fondazione Cassa <strong>di</strong><br />

Risparmio <strong>di</strong> Alessandria and the group headed up<br />

by Federale du Cre<strong>di</strong>t Mutuel Centre Est (C.I.C.).<br />

Based on the information received by <strong>BPM</strong><br />

and <strong>di</strong>sclosures to CONSOB, at 30 June 2007,<br />

the following shareholders held “signifi cant<br />

sharehol<strong>di</strong>ngs”:<br />

Total Members 50,319 (55.40%) No. Shares 97,662,922 (23.53%)<br />

Total Shareholders 40,499 (44.60%) No. Shares 317,371,309 (76.47%)<br />

Other Members (18.88%)<br />

Total: 50,288 with 78,359,363 shares<br />

Partner Members (2.60%)**<br />

Total: 7 with 10,803,010 shares<br />

Italian residents: 2,469,087 shares<br />

Foreign residents: 8,333,8923 shares<br />

Large Shareholder Members (1.40%)*<br />

Total: 19 with 5,819,879 shares<br />

Italian residents: 5,819,879 shares


Share capital<br />

for Large <strong>Group</strong>ings<br />

2006<br />

Number Sharehol<strong>di</strong>ng<br />

<strong>Group</strong>ing<br />

Foreign Funds 108 76,483,356<br />

Italian Funds 16 8,485,665<br />

Total Funds 124 84,969,021<br />

Foreign Pension Funds 32 15,766,373<br />

Italian Pension Funds 0 0<br />

Total Pension Funds 32 15,766,373<br />

Total Funds and Pension Funds 156 100,735,394<br />

Accre<strong>di</strong>ted Foreign Investors 86 82,863,522<br />

Accre<strong>di</strong>ted Italian Investors 42 46,218,300<br />

Total Accre<strong>di</strong>ted Investors 128 129,081,822<br />

Total Institutional Investors* 284 229,817,216<br />

Foreign Strategic Partners 11 14,205,673<br />

Italian Strategic Partners 1 2,469,087<br />

Total Strategic Partners 12 16,674,760<br />

Large Foreign Shareholders* 8 10,399,074<br />

Large Italian Shareholders* 41 24,508,040<br />

Total Large Shareholders 49 34,907,114<br />

Total <strong>BPM</strong> employees 8,614 11,900,055<br />

Total <strong>BPM</strong> GROUP employees 243 129,295<br />

Other Shareholders<br />

Total other shareholders and<br />

81,616 121,605,791<br />

Total employees 90,473 133,635,141<br />

Total Members and Shareholders 90,818 415,034,231<br />

* Includes only Large Shareholders and Institutional Investors<br />

with more than 100,000 shares<br />

Declarer Direct shareholder<br />

Julius Baer Invest.<br />

Manag. LLC<br />

Caisse Federale du<br />

Cré<strong>di</strong>t Mutuel Centre<br />

Est Europe (CM-CIC<br />

<strong>Group</strong>) **<br />

Share % of<br />

share capital<br />

Julius Baer Invest.<br />

Manag. LLC 2.058<br />

Adepi, Placinvest,<br />

Cicor, Cic<br />

Partecipations,<br />

Cre<strong>di</strong>t Industriel<br />

et Commercial<br />

SA, Sofi Hol<strong>di</strong>ng3,<br />

Gestunion3, Acm Vie<br />

SA, Acm MUT, Iard<br />

3.42<br />

Amber Capital LP Amber Capital LP 2.160<br />

Cre<strong>di</strong>t Suisse <strong>Group</strong><br />

JP Morgan Chase & Co.<br />

Corporation<br />

Cre<strong>di</strong>t Suisse<br />

International, Cre<strong>di</strong>t<br />

Suisse Securities,<br />

Cre<strong>di</strong>t Suisse<br />

Jp Morgan Securities<br />

Limited<br />

2.552<br />

2.675<br />

** CM-CIC <strong>Group</strong> holds a convertible bond loan maturing in 2009 and<br />

composed of 25,568,181 convertible bonds with a ratio of 1 share per bond<br />

with a unitary value of Euro 7.04.<br />

Restriction on share ownership and terms<br />

of admission to Membership<br />

Article 21 of the <strong>BPM</strong> articles of association and<br />

article 30 of the Banking Act1 specify limits on<br />

share ownership. As a result of reports received<br />

from interme<strong>di</strong>aries in relation to payment of<br />

the 2005 <strong>di</strong>vidend, <strong>BPM</strong> has served notice on 20<br />

shareholders that they have exceeded the 0.50%<br />

sharehol<strong>di</strong>ng limit.<br />

The admission of new Members is also governed<br />

by the articles of association and by a specifi c<br />

resolution concerning “rules for the admission of<br />

Members and management of the relationship”<br />

which:<br />

• confi rms the establishment of the “Members’<br />

Relations Commission”, comprising Directors with<br />

powers to review applications for membership<br />

admission and to exclude Members;<br />

• defi nes requirements and procedures for the<br />

admission of new Members. Admission depends<br />

on the prospective Member’s effective espousal<br />

of the Bank’s aims, its objective interests and its<br />

co-operative spirit. This requirement is deemed<br />

to be satisfi ed if the application is presented by a<br />

Shareholder with a minimum hol<strong>di</strong>ng of 100 shares<br />

and is accompanied by a written undertaking to<br />

maintain this number of shares over time;<br />

• establishes the con<strong>di</strong>tions and procedures for<br />

cancelling a Member;<br />

• outlines the criteria for maintaining the Register of<br />

Members and Register of Shareholders;<br />

• defi nes the procedures for granting any special<br />

treatment or benefi ts to Members.<br />

1 Article 30 of the Banking Act: “No shareholder’s interest may<br />

exceed 0.50% of the share capital. As soon as it becomes aware<br />

that this limit has been exceeded, the Bank serves formal notice<br />

of the breach on the shareholder concerned. The excess shares<br />

must be sold within a year of such notice; after this deadline,<br />

the related rights pertaining to these shares are acquired by the<br />

Bank until their <strong>di</strong>sposal.<br />

The above-mentioned limit does not apply to mutual investment<br />

funds; the relevant limits in such cases are those imposed by the<br />

rules of the fund concerned”.<br />

111


Membership is cancelled if Members breach<br />

their contractual obligations to the Bank, while<br />

membership is forfeited if a Member no longer owns<br />

any shares. For the purposes of correctly presenting<br />

its shareholder base, once a year <strong>BPM</strong> cancels all<br />

those names from its Register of Members who are<br />

no longer owners of its shares.<br />

In a co-operative company, Customer Members/<br />

Shareholders and Employee Members/<br />

Shareholders are a fundamental part of the<br />

shareholder base: in fact both categories are tied<br />

to the Bank not only by the fact that they have<br />

invested in its shares, but also by the nature of the<br />

Customer and Employee relationship that binds<br />

them to the co-operative.<br />

Customer Members, with the multitude of<br />

transactions undertaken in the normal course<br />

of banking business, and Employees, by virtue<br />

of the services performed for Customers, have<br />

theoretically confl icting interests, which actually<br />

complement one another and converge in the<br />

general interest of the business.<br />

Territorial <strong>di</strong>stribution of Members and Shareholders<br />

Members<br />

Shares Shareholders<br />

The analysis of Members/Shareholders by geographical area shows a shareholder base that is consistent with the Bank’s territorial roots, which<br />

are concentrated in Lombardy.<br />

112 � social responsibility report > bpm group social policies report > members and shareholders<br />

The number of membership admissions<br />

and cancellations/forfeitures<br />

2006 2005<br />

Members admitted 735 545<br />

Applications rejected – –<br />

Memberships cancelled 14 8<br />

Memberships forfeited 4,650 4,159<br />

Customer and Employee Members and Shareholders<br />

Customers Total Employees Total<br />

No. Members and<br />

No. No. Members and<br />

No. No. Members and<br />

No.<br />

Shareholders of shares Shareholders of shares Shareholders of shares<br />

In<strong>di</strong>viduals 38,112 52,590,079 8,614 11,900,055 46,726 64,490,134<br />

Companies/Entities 403 1,660,251 403 1,660,251<br />

Total 38,515 54,250,330 8,614 11,900,055 47,129 66,150,385<br />

Customer Members/Shareholders account for 42.40% of total shareholders, while Employee Members/Shareholders (inclu<strong>di</strong>ng under-age children<br />

represented) amount to 9.48%, and respectively represent 13.07% and 2.87% of the capital.<br />

Area<br />

Milan and Province 31.053 52,682,855 10,622 65,574,495<br />

Lombardy 9,777 16,216,729 6,509 10,129,617<br />

Latium 2,160 1,968,015 2,179 7,263,178<br />

Apulia 1,168 1,007,326 1,352 670,398<br />

Emilia Romagna 3,271 8,545,644 5,205 4,984,253<br />

Piedmont 1,343 4,822,854 2,670 8,578,077<br />

Other regions and abroad 1,547 12,419,499 11,962 220,171,291<br />

Total 50,319 97,662,922 40,499 317,371,309<br />

Shares


Value creation and return<br />

on capital employed<br />

The creation of value for Members and Shareholders<br />

and all other stakeholders takes place in a<br />

harmonious balance of interests and on the basis<br />

of a gradual development strategy designed to<br />

safeguard the Bank’s profi tability and assets. The<br />

amount of assets, the outlook for earnings and the<br />

ability of management are fundamental determinants<br />

of enterprise value; in the case of a listed company<br />

like <strong>BPM</strong> this value is refl ected in the market value<br />

of its shares. Following the success of its ambitious<br />

2004/2006 strategic plan, <strong>BPM</strong> further increased its<br />

cre<strong>di</strong>bility. Today is considered a solid, well-managed<br />

and trustworthy group. <strong>BPM</strong>’s outstan<strong>di</strong>ng business<br />

performance is also refl ected in the performance of<br />

its stock price, which from 2004-2006 rose more than<br />

150% from Euro 5.2 at the end of 2003 to Euro 13.1<br />

at the end of 2006, ranking among the highest in the<br />

period. The growth in <strong>di</strong>vidends for shareholders<br />

is another aspect linked to the <strong>Group</strong>’s higher<br />

profi tability; in the three-year period <strong>di</strong>vidends grew<br />

from Euro 0.12 to Euro 0.35, an increase that amounts<br />

to an average return of 3.3%.<br />

After the strong progress already made in 2005<br />

(+41%), <strong>BPM</strong> stock turned in yet another positive<br />

performance in 2006, enjoying an increase of over<br />

42% and fl uctuating between a minimum of Euro 8.93<br />

on 13 June and<br />

a maximum of Euro 13.4 on 20 December. An average<br />

of more than 3.3 million shares were traded per day,<br />

with a peak of over 15.8 million on 17 May 2006.<br />

The extraor<strong>di</strong>nary shareholders meeting of 15<br />

14.00<br />

13.00<br />

12.00<br />

11.00<br />

10.00<br />

9.00<br />

8.00<br />

7.00<br />

6.00<br />

5.00<br />

4.00<br />

Bpm Stock price performance<br />

Number of shares in issue<br />

Last offi cial price<br />

415,034,231 415,034,231<br />

for the year<br />

Maximum offi cial price<br />

13,138 9,246<br />

for the year<br />

Minimum offi cial price<br />

13,40 9,74<br />

for the year<br />

Stock capitalisation<br />

8,93 6,35<br />

at year’s end 5,452 3,847<br />

Equity (in thousands of Euros)<br />

Net profi t for the year<br />

2,960,312 2,935,416<br />

(in thousands of Euros)<br />

Declared <strong>di</strong>vidends<br />

398,680 258,980<br />

(in thousands of Euros) 145,261 62,255<br />

Earnings per share (Euros) 0.96 0.62<br />

Price/Earnings (P/E) 1 13.7 14.8<br />

Dividends per share 0.35 0.15<br />

Yield per share 3.31% 1.62%<br />

Equity per share (euro) 7.13 7.07<br />

Price/book value (P/BV) 2 1.84 1.31<br />

1 P/E in<strong>di</strong>cates the ratio between the market price of the<br />

company’s shares and its earnings per share.<br />

2 P/BV in<strong>di</strong>cates the ratio between the market price of the shares<br />

and the value of the company’s equity reported in its fi nancial<br />

statements (book value) <strong>di</strong>vided by the number of shares.<br />

02-01-04<br />

03-03-04<br />

05-05-04<br />

05-07-04<br />

02-09-04<br />

02-11-04<br />

04-01-05<br />

04-03-05<br />

06-05-05<br />

07-07-05<br />

07-09-05<br />

07-11-05<br />

06-01-06<br />

08-03-06<br />

11-05-06<br />

11-07-06<br />

11-09-06<br />

09-11-06<br />

35000000<br />

30000000<br />

25000000<br />

20000000<br />

15000000<br />

10000000<br />

5000000<br />

0<br />

2006 2005<br />

February 2007 resolved on a free increase of share<br />

capital from Euro 3 to Euro 4 of the nominal value of<br />

the share by extracting the amount from the reserves.<br />

113


<strong>BPM</strong> ratings<br />

Another important aspect relates to<br />

communications and dealings with rating agencies<br />

who help, through their research and opinions, to<br />

strengthen the bank’s image with investors and<br />

savers.<br />

These relationships are vitally important because<br />

they are meant to ensure that rating agencies have<br />

a clear picture of the business’s strategy, thanks to<br />

<strong>di</strong>rect contact with its top management.<br />

Through their perio<strong>di</strong>c meetings with such agencies,<br />

the bank’s top and senior management has sought<br />

to provide a constant source of information on the<br />

<strong>BPM</strong> <strong>Group</strong>’s activities and strategies. Throughout<br />

the year “conference calls” are set up, especially<br />

when presenting the results for the period, a<br />

Strategic Plan or during special events that are very<br />

important for the future strategies and economicfi<br />

nancial prospects of the <strong>Group</strong>.<br />

<strong>BPM</strong> allows itself to be rated by the lea<strong>di</strong>ng rating<br />

agencies every year. In 2006, the three agencies<br />

in<strong>di</strong>cated below confi rmed their rating.<br />

Rating agency * Long-term<br />

debt<br />

Short-term<br />

debt<br />

Outlook<br />

Moody’s A1 P-1 stable<br />

FitchRatings A F1 stable<br />

Standard & Poor’s A- A-2 stable<br />

*data updated as at 31/07/2007<br />

Key:<br />

Me<strong>di</strong>um- Long-term<br />

Standard & Poor’s: A-; Strong capacity to pay interest and principal, but a certain sensitivity to the adverse effects of change in circumstances<br />

or change in economic con<strong>di</strong>tions.<br />

The “+” or “-” sign in<strong>di</strong>cates the relative position in the rating scale.<br />

Moody’s: A1; Me<strong>di</strong>um-high quality bonds. The factors guaranteeing principal and interest are adequate but there are elements of skepticism on<br />

their ability to remain as such in the future. The numbers from 1 to 3 in<strong>di</strong>cate the position within the rating class (3 being the worst).<br />

Fitch: A; The rating signifi es a low expectation of cre<strong>di</strong>t risk. The current capacity to honour fi nancial commitments is considered to be strong.<br />

However, this ability may be vulnerable as a result of changes in economic circumstances; the “+” or “-” sign in<strong>di</strong>cates the relative position in<br />

the rating scale.<br />

Short-term<br />

Standard & Poor’s: A-2; Satisfactory ability to honour fi nancial commitments on their due date. The level of safety is less high for securities<br />

rated as A (A-1 is the highest level; A-3 the lowest level).<br />

Moody’s: P-1; The issuer has a strong capacity to settle its obligations in the short term.<br />

Fitch: F1; F2; Good quality of cre<strong>di</strong>t. A satisfactory capacity to honour fi nancial commitments in the short term, but the margin of safety is not as<br />

high as in the case of higher ratings (F1 highest level; F3 lowest level).<br />

Outlook<br />

Positive means that the rating could increase - Negative means that the rating could decrease - Stable means that the rating is not likely to<br />

change - Development means that the rating could increase or decrease.<br />

114 � social responsibility report > bpm group social policies report > members and shareholders


Participation and<br />

satisfaction of Members<br />

Participation in the general meeting is a privilege of<br />

Members and represents an important occasion for<br />

meeting and exchanging ideas, but above all it is a<br />

time when every Member can affect the company’s<br />

management through the debate and vote on the<br />

appointment of its Directors, through the approval<br />

of its fi nancial statements and through the other<br />

or<strong>di</strong>nary and extraor<strong>di</strong>nary decisions that fall to the<br />

Members by law.<br />

In the case of <strong>BPM</strong> – a co-operative with widely-held<br />

shares – this participation is even more important<br />

since all the Members carry equal weight and<br />

importance. In fact, every Member has one vote<br />

regardless of the number of shares held and, in<br />

order to ensure that all members can effectively and<br />

properly exercise their rights – foremost of which<br />

the right to take the fl oor on the matters being<br />

<strong>di</strong>scussed – the Bank communicates the principal<br />

dates and events in its corporate calendar promptly,<br />

clearly and transparently.<br />

The orderly conduct of general meetings is<br />

governed by a set of Regulations for General<br />

Meetings while controls on the proper formation of<br />

the meeting are performed using a modern, tried<br />

and tested organisational set up and one of the<br />

best available software packages for running such<br />

meetings.<br />

General meetings report a good attendance<br />

every year and the introduction of the list voting<br />

system, of proxies and the right of minorities<br />

to be represented, has increased participation,<br />

strengthening the special type of corporate<br />

democracy that characterises the Bank’s<br />

governance.<br />

In compliance with the law and its articles of<br />

association, the Bank has always encouraged<br />

the widest and most informed participation at<br />

its general meetings. During 2006 it developed a<br />

special technical/organisational procedure making<br />

it possible to issue in real time – and at all the<br />

Bank’s branches (irrespective of the branch where<br />

the securities are deposited) – the document<br />

needed for admission to the general meeting. This<br />

document is a further concrete example of how<br />

committed the Bank is to encouraging and making<br />

it easier for its Members to participate in the Bank’s<br />

corporate life and general meetings.<br />

In keeping with the principles and values that<br />

have characterised the Bank’s co-operative model,<br />

<strong>BPM</strong> has initiated a series of measures designed<br />

to encourage <strong>di</strong>alogue with its Members and<br />

Shareholders and their involvement in the various<br />

activities promoted by the Bank. These measures<br />

envisage specifi c forms of communication and<br />

<strong>di</strong>alogue as well as the “Members Value Line”<br />

– reserved exclusively for Members/Customers<br />

– which provides benefi ts on bank products and<br />

services. During 2006, the “Linea” service was<br />

widened on the basis of the results emerged from<br />

the <strong>di</strong>alogue and feedback initiatives.<br />

Participation in Or<strong>di</strong>nary Meetings<br />

by type of Members<br />

2006 2005<br />

In person By proxy In person<br />

By proxy<br />

<strong>BPM</strong> Employees 1,301 156 960 58<br />

<strong>BPM</strong> <strong>Group</strong> Employees 43 5 45 –<br />

Under-age Children of <strong>BPM</strong> Employees - 493 – 398<br />

Under-age Children of <strong>BPM</strong> <strong>Group</strong> Employees - 5 – 5<br />

Total Employees 1,344 659 1,005 461<br />

Total Other Members 1,430 1,924 803 864<br />

Grand total 2,774 2,583 1,808 1,325<br />

Total Voters 5,357 3,133<br />

115


The value of communicating<br />

Members’ involvement in the corporate life<br />

and the interest of shareholders in knowing<br />

strategic decisions and management data are<br />

vital elements to effi cient communication. As a<br />

listed company <strong>BPM</strong> conducts its dealings with<br />

Members, Shareholders and the fi nancial market<br />

in full compliance with the rules requiring it to<br />

communicate on a continuous, fair and transparent<br />

basis that guarantees parity of information to all<br />

concerned.<br />

To improve communication, the Bank has long used<br />

specifi c methods and channels for informing and<br />

communicating with its Members and Shareholders<br />

such as:<br />

• the Social Responsibility Report, as a method<br />

of informing, communicating and reporting to its<br />

stakeholders (in the case of Members also with the<br />

involvement of the Members’ Associations);<br />

• the letter to Members and Shareholders, as an<br />

effective instrument for communicating once a<br />

year the main events affecting the Bank and its<br />

performance;<br />

• the Bank’s website with a specifi c section devoted<br />

to “Shareholders and Members” and another<br />

de<strong>di</strong>cated to institutional investors.<br />

The Members Offi ce is responsible for handling<br />

relationships with Members and Shareholders<br />

through use of the website www.bpm.it (Members<br />

and Shareholders section), the toll free number<br />

800 013 090 and, in partnership with the External<br />

Relations Department and Institutional Investors<br />

Relations Department, the annual letter to Members<br />

and Shareholders.<br />

The Members Offi ce also manages the desk devoted<br />

to Members and Shareholders located in the new<br />

“Bezzi” Service Centre in Via Massaua 6, Milan.<br />

One-to-one meetings<br />

and/or conference calls<br />

Contacts with Institutional Investors and Brokers<br />

Road Show<br />

Meetings held<br />

with groups of investors<br />

Presentation to the fi nancial community<br />

and Conference Call<br />

One to One Investors present<br />

2005 162 66 68 174 470<br />

2006 129 47 84 462 722<br />

116 � social responsibility report > bpm group social policies report > members and shareholders<br />

Relations with institutional investors<br />

The Investor Relations function handles fi nancial<br />

communication with analysts and institutional<br />

investors in accordance with the following goals:<br />

• to ensure timely, accurate reporting that allows<br />

users to form a correct opinion of the company’s<br />

economic-fi nancial performance and prospects;<br />

• to maintain a high level of knowledge about the<br />

<strong>BPM</strong> <strong>Group</strong> in Italy and abroad, and if possible to<br />

raise it;<br />

• to seek constant development of relationships<br />

with institutional investors.<br />

In order to achieve these goals <strong>BPM</strong> adopted a<br />

precise programme of communication during 2006;<br />

this programme involved perio<strong>di</strong>c meetings with<br />

the fi nancial community at the time of presenting<br />

the annual and interim results. A series of road<br />

shows were also planned with the aim of presenting<br />

<strong>BPM</strong> to the main international fi nancial markets.<br />

The subsequent table summarises the number and<br />

nature of the various encounters taking place in<br />

2006.<br />

In 2006, the presentation of the 2007-2009<br />

Strategic Plan held last July marked a particularly<br />

important event. To illustrate the <strong>Group</strong>’s economicfi<br />

nancial strategies to investors, last July a<br />

conference call was set up to present the plan that<br />

enabled the most important analysts/investors in<br />

Italy and abroad to interface with top management.<br />

Afterwards, meetings with Italian investors were<br />

organised as well as an international road show<br />

whose destinations included London and the main<br />

US fi nancial markets.<br />

This table clearly shows the attention given to and<br />

shown by institutional investors in <strong>BPM</strong>. On the one<br />

hand there were over 130 <strong>di</strong>rect visits to the Bank<br />

by lea<strong>di</strong>ng analysts/domestic and international<br />

Total


investors, while on the other <strong>BPM</strong> organised<br />

perio<strong>di</strong>c meetings/conference calls with the Italian<br />

and international fi nancial community.<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> de<strong>di</strong>cated 17 days in 2006<br />

to international road shows, making a total of over<br />

131 contacts. The main destinations were London,<br />

E<strong>di</strong>nburgh, Paris and Frankfurt in Europe and New<br />

York and Boston in the United States.<br />

<strong>BPM</strong> also organised meetings in Milan with lea<strong>di</strong>ng<br />

Italian fund managers to raise awareness of the<br />

<strong>BPM</strong> <strong>Group</strong> on the domestic market.<br />

In 2006, visits by “Ethical Funds” continued and<br />

which, with their emphasis on sustainable growth,<br />

are destined to become an increasingly important<br />

stakeholder in the future, thereby confi rming the<br />

interest of this category of investors in <strong>BPM</strong>.<br />

The Investor Relations function uses a wide range<br />

of instruments in its activities, some of which<br />

aimed at all Members and Shareholders, others<br />

at specifi c categories of investors. Among these<br />

is the Bank’s website (www.bpm.it), in ad<strong>di</strong>tion<br />

to the aforementioned letter sent out to Members<br />

and Shareholders at least once a year and usually<br />

involving a comment by the Chairman and one by<br />

the General Manager.<br />

The Investor Relations page contains a good deal<br />

of useful information for investors: staff members,<br />

the fi nancial calendar for the year, press releases,<br />

all the presentations to the fi nancial community,<br />

fi nancial reports and the corporate governance<br />

report. This section provides an up-to-date record of<br />

easily consulted documents, information and news.<br />

The website is constantly updated both in terms<br />

of technology and content, allowing anyone to<br />

have access to information and economic-fi nancial<br />

fi gures in real time and thus fully satisfying the<br />

legal requirements regar<strong>di</strong>ng the publication of<br />

such data.<br />

Italy 8%<br />

Growth<br />

44%<br />

INSTITUTIONAL INVESTORS<br />

Top 50 institutional investors –<br />

portion of share capital per geographical area<br />

Ireland 6%<br />

Germany 8%<br />

France 23%<br />

Other 4%<br />

Swiss 14%<br />

Source: Thomson Financial –<br />

Top 50 institutional investors at March 2007<br />

Top 50 institutional investors<br />

percentage by type of investment<br />

GARP 27%<br />

UK 19%<br />

US 18%<br />

Index 6%<br />

Value<br />

23%<br />

VALUE style of management is based on effective value<br />

and tends to privilege investment decisions based on the<br />

analysis of company fundamentals. It is an investment<br />

strategy that selects company stocks that are undervalued<br />

by the market and whose price is low compared to the<br />

company’s level of <strong>di</strong>vidends, profi ts and accounting value.<br />

GROWTH style of management is based on growth and<br />

tends to privilege companies with a high potential of<br />

development that can offer innovative technologies.<br />

It is an investment strategy that selects stocks with a<br />

high potential for increasing value and mainly based on<br />

expectations of profi tability of the products and services<br />

offered and thus on the value of a company regardless of<br />

tra<strong>di</strong>tional parameters of analysis.<br />

GARP (Growth At a Reasonable Price): investment in stocks<br />

that offer an attractive prospect for growth and value ratio.<br />

The main goal is to identify “underestimated” earnings<br />

within the stock market and choose a stock whose price<br />

does not yet fully refl ect its potential.<br />

INDEX management strategy has the sole objective of<br />

replicating market performance without trying to obtain<br />

high performance. The main advantage is lower costs,<br />

possibly even much lower than the costs of so-called<br />

“active” funds. This <strong>di</strong>fference is due to lower management<br />

costs.<br />

117


Participation of<br />

Employee-Members<br />

<strong>BPM</strong>’s co-operative nature and special type<br />

of governance encourages share ownership<br />

by its Personnel: this occurs with the utmost<br />

transparency, in compliance with existing laws and<br />

the <strong>BPM</strong> articles of association which, under Article<br />

47 (mo<strong>di</strong>fi ed by the Extraor<strong>di</strong>nary Shareholders’<br />

Meeting of 15 February 2007) also sets aside 5%<br />

of gross earnings for all employees, delegating<br />

to the Board of Directors the forms and methods<br />

of payment. The Board may attribute all or part<br />

of the sum to the Bank’s shares at the reference<br />

value calculated as the average market price of<br />

the company’s shares identifi ed 30 days prior to<br />

allocation.<br />

As part of measures to maximise the principle of<br />

participation by Employee-Members and in keeping<br />

with the goals of enhancing the Bank’s specifi c<br />

model of governance, its Board of Directors voted<br />

in April 2007 to <strong>di</strong>stribute the earnings due to<br />

employees in the form of shares. Employees were<br />

then given the option to confer these shares on the<br />

“<strong>BPM</strong> employees share ownership scheme for 2004-<br />

2009”.<br />

The table below reports the performance of the fi rst<br />

three years of the scheme.<br />

Employee share ownership scheme<br />

2006 2005 2004<br />

Entitled employees 6,686 6,785 6,890<br />

Registered employees 4,691 5,112 5,104<br />

Shares assigned 2,021,659 2,395,774 3,256,457<br />

% of share capital 0.487 0.577 0.784<br />

Shares conferred<br />

through scheme 8,727,058 8,295,686 6,570,430<br />

Members’<br />

Associations<br />

118 � social responsibility report > bpm group social policies report > members and shareholders<br />

The articles of association give minorities the<br />

right to be represented on the Bank’s corporate<br />

bo<strong>di</strong>es and provide for a list voting system for<br />

the appointment of such bo<strong>di</strong>es. This encourages<br />

Members to group together into “Associations”<br />

which present lists of can<strong>di</strong>dates for election as<br />

representatives on the Board of Directors and Board<br />

of Statutory Au<strong>di</strong>tors.<br />

The Bank engages with Members’ Associations,<br />

receives complaints and proposals, and, in<br />

compliance with rules governing the right of<br />

information required for listed companies, it<br />

extensively reports its fi gures and other relevant<br />

information.<br />

There are three associations which played an<br />

important role in the general meeting of May 2006<br />

and which are represented on the Board of Directors<br />

and Board of Statutory Au<strong>di</strong>tors: the Friends of<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> Association, the Together<br />

for <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> Association and the<br />

Non-<strong>BPM</strong> Staff Members Committee.<br />

The following presentations prepared by the<br />

associations themselves (without any e<strong>di</strong>ting by<br />

the Bank) are reproduced in order to get a better<br />

idea of their characteristics and goals and who they<br />

represent.


Friends of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> is a co-operative that has had strong worker participation ever since it was set up. In this<br />

way employee-members have been able to make a constant contribution to the good results and growth of their<br />

company through share ownership and the sharing of strategic decisions, as well as through the vital contribution<br />

of their work and professional ability.<br />

The Bank’s specifi c corporate form and the one-man-one-vote voting system have allowed employees to increase<br />

their scope of action and competence over time: through their representative association they are able to put<br />

forward their own can<strong>di</strong>dates for a place on the Board of Directors.<br />

The Friends of <strong>BPM</strong> Association set up in April 2003, as a replacement for the previous representative bo<strong>di</strong>es,<br />

welcomes the family, friends, Customers and employees of <strong>BPM</strong> <strong>Group</strong> companies to its membership.<br />

Activities in 2006<br />

Following elections in November 2005 to re-appoint the offi cers, at the end of January 2006 the Association’s<br />

Chairman, the Governing Council and the Control and Guarantee Committee were elected.<br />

After the bo<strong>di</strong>es were set up, the governance and articles of association working parties continued their activities.<br />

The governance working party provided useful information and analyses on the new investment protection law.<br />

In ad<strong>di</strong>tion, it examined the progress of the European Commission’s violation procedure on the presumed clash<br />

between the company rules of co-operative banks and the free movement of capital and the establishment of<br />

businesses in Europe. Receiving constant attention from the Association’s governing council, the issue was closed<br />

at the end of the year with the hope that it will be archived.<br />

The articles of association working party presented a series of ideas for widening the Association’s representation<br />

to include family, Customers, retired employees and more specifi cally employees of the <strong>Group</strong>.<br />

The issue of widening participation has become a topical one also in view of the general meeting held in May when<br />

the offi cers were re-appointed and which many of the co-operative’s Members attended.<br />

The Association presented a list of can<strong>di</strong>dates to hold offi ce which obtained the majority vote with 42% of the<br />

votes and resulted in the election of 16 Directors, among which the chairman and 2 deputy chairmen. Although<br />

good results have been achieved, one of the main objectives is still to increase Members’ attendance in meetings<br />

as a highly meaningful sign of participatory spirit.<br />

With a view to encouraging attendance of Members-Employees, the results achieved by the “share allocation to<br />

employees scheme” are particularly satisfying. In its third year of application, more than 4,600 employees with<br />

more than 8,700,000 shares conferred their shares on the scheme (2.10% of the Bank’s share capital).<br />

During the last few months of 2006, the Association carefully examined the changes made to the articles of<br />

association for the wor<strong>di</strong>ng of Article 47 (changing the <strong>di</strong>stribution of earnings) and <strong>di</strong>scussed the matter in<br />

depth with association members. (The amendment of Article 47 was approved in the extraor<strong>di</strong>nary shareholders’<br />

meeting of 15 February 2007, e<strong>di</strong>tor’s note).<br />

The association has more than 7,300 members.<br />

119


120<br />

Together for <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

Introduction<br />

The “Together for <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>” Association was formed as a result of the decision by the<br />

extraor<strong>di</strong>nary general meeting (held on 19 December 2002) to revise the articles of association with the purpose of<br />

“enhancing the role of the <strong>di</strong>fferent shareholder groupings as members of the Board of Directors... omissis”.<br />

This revision was viewed as being necessary to create <strong>BPM</strong> Membership Associations into which active, organised<br />

members could group themselves. With the introduction of the list voting system for the appointment of the Bank’s<br />

corporate offi cers, this change would provide representation for minority shareholders.<br />

Another reason lea<strong>di</strong>ng <strong>BPM</strong> to make this signifi cant change in its model of governance was the need to allow<br />

<strong>di</strong>fferent groupings of Members to defi ne and exercise their role.<br />

The Association’s promoters also aim to encourage the formation of a group that would equally embrace the<br />

participation of retired <strong>BPM</strong> employees and member Customers alike, in an effort to overcome any feelings of<br />

antagonism, which clearly are not in the Bank’s best interest.<br />

Formation of the Association<br />

A group of former retired employees of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>, all of whom long-stan<strong>di</strong>ng Members of the Bank,<br />

organised the formation of the “Together for <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>” Association with the purpose of:<br />

• protecting the interests of its Members by bringing them into line with those of the entire body of Members;<br />

• making its members take an active role in the life of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>, <strong>di</strong>recting its conduct and decisions<br />

in order to safeguard and enhance the co-operative banking model and its specifi c legal and corporate form;<br />

• identifying potential can<strong>di</strong>dates to hold offi ce in <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> and <strong>BPM</strong> <strong>Group</strong> companies;<br />

• engaging with the Board of Directors and other governing bo<strong>di</strong>es of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> with a view to<br />

fostering the widest agreement of interests within the membership base;<br />

• collaborating with other Associations with a similar purpose.<br />

Mission<br />

The Association’s purpose detailed in its articles of association (article 3) has been accompanied by a specifi c<br />

“mission” statement identifying the following goals:<br />

• to work actively so that the Board of Directors does its utmost to safeguard and protect the Bank’s history and<br />

social tra<strong>di</strong>tion, also representing fundamental factors for enhancing and defen<strong>di</strong>ng the co-operative. Another<br />

commitment resulting from this goal is the encouragement of every initiative, by the Bank itself or others,<br />

designed to enhance the co-operative banking culture in its widest sense.<br />

• as a representative body of a group of <strong>BPM</strong> Members, working to safeguard and enhance the investment of its<br />

own Members, to review the Bank’s progress and the economic-fi nancial context in which it operates in order to<br />

understand and focus its growth strategies in order to maximise returns.<br />

The Association seeks to maintain an institutional relationship with the <strong>BPM</strong> Board of Directors, under the<br />

presumption that the latter will undertake to keep the Association regularly informed about the results of the<br />

Bank’s or<strong>di</strong>nary activities. The Association expects a similar undertaking in respect of extraor<strong>di</strong>nary facts and<br />

events, although with due time allowed for making suffi cient refl ection on the issues involved.


The Association’s governing council undertakes in respect of its members:<br />

• to provide constant, transparent information on a regular basis and using a format that fosters awareness and<br />

motivation in its members;<br />

• o prepare the list of can<strong>di</strong>dates for the Board of Directors, the Board of Statutory Au<strong>di</strong>tors and Board of<br />

Arbitrators of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>. To identify can<strong>di</strong>dates to hold offi ce in companies belonging to the<br />

<strong>BPM</strong> <strong>Group</strong>, who have the required experience and skills and demonstrate loyal and staunch support for the<br />

Association’s goals.<br />

As far as banking and growth policies are concerned and bearing in mind developments in the economic<br />

environment and industry as a whole, the Association still fi rmly believes in the principles that must guide<br />

a co-operative locally-based bank which gives priority to the social and economic problems of its tra<strong>di</strong>tional<br />

stakeholders.<br />

The Association is fully aware that the Bank’s good performance depends inexorably and decisively on full<br />

respect for the independence and role of the <strong>di</strong>fferent corporate bo<strong>di</strong>es and so it is committed to consistently<br />

and loyally observing this prerequisite, hoping that this approach will be adopted by other corporate bo<strong>di</strong>es.<br />

Activities of the Association<br />

Since its establishment, the Association has been confi rmed as the second-largest grouping of members<br />

participating in the Bank’s general meetings.<br />

In 2006, for the latest re-appointment of the corporate offi cers, the Association obtained 31% of the ballot. As<br />

a result, it has representation among the corporate offi cers in offi ce from 2006 to 2008 through the following<br />

representatives chosen by the Association itself:<br />

Board of Directors Enrico Airaghi and Luca Caniato<br />

Executive Committee Enrico Airaghi<br />

Board of Statutory Au<strong>di</strong>tors Paolo Troiano (au<strong>di</strong>tor) and Giorgio Zoia (alternate au<strong>di</strong>tor)<br />

The Association has always acted to forge a strong bond with its members in terms of organisation and<br />

information. In recent years, close attention has been paid to the problems arising at Community and national<br />

level on the legal status of co-operative banks.<br />

On a broader spectrum, in terms of the effect globalisation has had on the Italian banking system in recent<br />

years, the Association has been responsible in being open to constructive <strong>di</strong>alogue on the projects proposed<br />

by the Bank’s Board of Directors on grouping initiatives. It is the Association’s belief that against the activism of<br />

competitors <strong>BPM</strong> should now and in the future be committed to fi n<strong>di</strong>ng suitable solutions that will enable it to<br />

emerge as a winner in the face of market challenges, obviously without compromising the values that <strong>BPM</strong> has<br />

always upheld in its relations with members and within its local areas.<br />

Registered offi ce<br />

Together for <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

can be reached at:<br />

Address: via Giuseppe Mazzini, 11 – 20123 Milan<br />

Tel.: 02 8050 9134 – Fax: 02 7700 6149<br />

Website: www.assoinsieme-bpm.it<br />

E-mail: info@assoinsieme-bpm.it<br />

The Association has more than 3,000 members.<br />

121


122<br />

Non-<strong>BPM</strong> Staff Members Committee<br />

Nature, purpose and organisation<br />

The Non-<strong>BPM</strong> Staff Members Committee was formed in 1993 at the initiative of Piero Lonar<strong>di</strong>, a professional<br />

accountant from Milan, and fi ve other foun<strong>di</strong>ng members, in order to defend the interests of Members of <strong>Banca</strong><br />

<strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> and to ensure that they were adequately represented on the Bank’s governing bo<strong>di</strong>es. This<br />

association particularly addressed the category of Customer-Members and Customer-Savers.<br />

The Committee has its registered offi ce in Via Pietro Mascagni 15, Milan and operational base in Via Mazzini 11,<br />

Milan.<br />

The nature, purpose and organisation of the Committee, as stated in its articles of association, can be summarised<br />

as follows:<br />

• it is an association of a voluntary nature that does not seek profi t;<br />

• Members and Shareholders of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> may join it.<br />

The Association’s aims are:<br />

• to safeguard and promote the image, role and economic and fi nancial interests of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>;<br />

• to represent Members of <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>, and particularly those Members who are not employees,<br />

safeguar<strong>di</strong>ng their interests and representing their opinions with the bank and all institutions, public and private<br />

entities, inclu<strong>di</strong>ng through <strong>di</strong>scussion and collaboration with all other <strong>BPM</strong> Members and its Board of Directors;<br />

• to promote initiatives and activities that satisfy the aims described;<br />

• to safeguard and defend the bank’s role and co-operative spirit, encouraging the participation of all its Members<br />

in its corporate life, seeking the utmost transparency in corporate communications and in the conduct of general<br />

meetings.<br />

The Committee’s constituent bo<strong>di</strong>es are as follows:<br />

• the general meeting of Members;<br />

• the Executive Committee (consisting of fi ve members);<br />

• the Chairman;<br />

• the Deputy Chairman;<br />

• the Treasurer;<br />

• the Secretary.<br />

Members: 3,900<br />

The Non-Employee Members Committee can be reached at:<br />

Address: via Giuseppe Mazzini, 11 – 20123 Milan<br />

Tel.: 02 7700 3997<br />

Web: www.comitatosocibpm.it<br />

E-mail: adesioni@comitatosocibpm.it


listening<br />

Listening to<br />

Members<br />

and Shareholders<br />

Through an external company <strong>BPM</strong> conducted<br />

a motivational and psycholinguistic Qualitative<br />

Survey, which involved:<br />

– in 2005, <strong>BPM</strong> shareholders and Customer/<br />

Members<br />

– in 2006, <strong>BPM</strong> shareholders and non-Customers/<br />

Members<br />

The surveys explored the following areas:<br />

• relations with the bank: meaning and experience,<br />

services, type and brand;<br />

• the features, image and company policy;<br />

• the meaning of being Members/Shareholders as<br />

Customers and non-Customers;<br />

– focus on the experience, meaning and<br />

opportunity<br />

of being Members/Shareholders;<br />

– focus on reasons for/interest in<br />

being classifi ed as Members/Shareholders;<br />

• <strong>BPM</strong> commercial profi le: experience, products<br />

and services;<br />

• experience in respect of <strong>BPM</strong>: interest,<br />

communication, expectations and future scenarios,<br />

optimisation of relationship with <strong>BPM</strong> as current or<br />

potential Customers.<br />

• evaluation of certain items of the “Members<br />

Value Line” (non-Customers) offering as well as<br />

prospects, initiatives and offers to classify the<br />

relationship with <strong>BPM</strong>.<br />

Focus groups were set up by a psychologist and the<br />

results of at-home and telephone interviews are<br />

reported below.<br />

The banking sector under development and<br />

opportunities for <strong>BPM</strong><br />

The surveys aimed at receiving feedback from<br />

the <strong>di</strong>fferent target groups show convergent<br />

results. Important developments are taking place<br />

in the current banking sector that feature strong<br />

competitor-driven factors not devoid of risks, but<br />

also new opportunities for banks.<br />

Trends towards bank bundlings and mergers and<br />

evolutions towards large aggregations that are more<br />

effi cient and evolved, but at the same time more<br />

anonymous and foreign to the Customer, leaves<br />

ample space for relationships and business.<br />

A growing number of Customers prefer <strong>di</strong>rect<br />

dealings, <strong>di</strong>splaying a greater inclination for<br />

<strong>di</strong>sloyalty.<br />

<strong>BPM</strong> is the only large bank that the Milanese still<br />

have after losing Cariplo: this heritage of cre<strong>di</strong>bility<br />

and image is based on a solid and historic presence<br />

and a strong emotional link with targets.<br />

123


From the sample of interviewees it emerges<br />

that <strong>BPM</strong> could capitalise on several recognised<br />

competitor values and assets by:<br />

• reinforcing its tra<strong>di</strong>tion, historical presence and<br />

strong roots within the local area of Milan and in<br />

Lombardy;<br />

• proposing itself as an alternative option to the<br />

levelling out and globalisation of the large banking<br />

groups;<br />

• creating a stronger link between <strong>BPM</strong> and the<br />

current success of We@bank;<br />

• giving value to the role of Member and<br />

membership.<br />

<strong>BPM</strong> enjoys a positive image with non-Customer<br />

Shareholders/Members, which it could further<br />

exploit by expan<strong>di</strong>ng its presence in “large cities<br />

and regional areas”.<br />

From Shareholders to Members: two targets<br />

deserving value and involvement<br />

Shareholders (Customers and Non-Customers)<br />

The bond between <strong>BPM</strong> and its shareholders could<br />

be improved and tightened through specifi c actions<br />

in which <strong>BPM</strong>:<br />

• provides specifi c information and enacts<br />

management policies aimed at stabilising stock<br />

value/return;<br />

• creates a strong and advantageous link between<br />

being a Customer, Shareholder and the hol<strong>di</strong>ng of<br />

shares and <strong>di</strong>stinguishing features for <strong>BPM</strong> stock<br />

buyers;<br />

• involves Shareholders by making them<br />

<strong>di</strong>rect targets of membership proposals, special<br />

promotions, sponsored cultural events and mostly<br />

through personalised communication on share and<br />

investment performance and the Bank’s future.<br />

Members (Customers and Non-Customers)<br />

Non-Customer Members show openness and<br />

interest towards <strong>BPM</strong>, but they need to be<br />

stimulated and receive suitable offers.<br />

It is necessary to highlight Members’ opportunities<br />

and rights and make this status visible and tangible.<br />

Members are an important resource for <strong>BPM</strong> and<br />

can be more involved in initiatives in which from<br />

potential stand-by Customers they become effective<br />

Customers; it is necessary to make membership an<br />

advantageous and “rewar<strong>di</strong>ng” opportunity through<br />

an attractive Programme.<br />

A specifi c scheme for Members<br />

The interviewees ask for greater communication,<br />

information and products and services that convey<br />

<strong>BPM</strong>’s image as a bank that pays attention to its<br />

Shareholders and Members and that is unique and<br />

124 � social responsibility report > bpm group social policies report > members and shareholders<br />

open to <strong>di</strong>alogue. Interviewees also suggest that<br />

<strong>BPM</strong> set up a “Member Family” scheme and, for<br />

non-Customers, a fi rst-time membership benefi t<br />

package.<br />

Other signifi cant fi n<strong>di</strong>ngs<br />

Members’ Profi le<br />

Both <strong>BPM</strong> Customer and non-Customer Members<br />

tend to be older and have an above-average level of<br />

education. They are often unmarried, in tune with<br />

the me<strong>di</strong>a, cultured and they love to travel, go to the<br />

theatre and visit exhibitions.<br />

Shareholders’ Profi le<br />

Both Customer and non-Customer Shareholders are<br />

in many ways similar to Members, however they<br />

tend on average to be younger, have larger families<br />

and have <strong>di</strong>ffering relationships with the me<strong>di</strong>a.<br />

They enjoy spen<strong>di</strong>ng their free time with their<br />

families and playing sports.<br />

For both Shareholders and Members <strong>BPM</strong> continues<br />

to be viewed as reliable, trustworthy and effi cient,<br />

a bank that is independent and deeply rooted at<br />

local level. However, non-Customers underscore<br />

<strong>BPM</strong>’s lack of innovation and tendency to follow<br />

the standar<strong>di</strong>sations established within the Italian<br />

banking scene.<br />

Very few Shareholders are aware that they can<br />

also become Members and at any rate when asked<br />

<strong>di</strong>rectly Shareholders do not show particular<br />

interest in becoming Members as they are<br />

uninformed on what exactly the proposal offers.<br />

Indeed, they are unaware of the one-man-one-vote<br />

mechanism and in general of the participation rights<br />

reserved to Members of co-operative banks.<br />

Non-Customers seem to base their reasons for not<br />

becoming Customers on on-going relationships they<br />

have consolidated with other banks (often due to<br />

the convenient location of that bank’s branches).<br />

Customer and non-Customer Shareholders are in<br />

any event fully satisfi ed with their investment.<br />

Everyone agrees on and confi rms the vali<strong>di</strong>ty of a<br />

proposal/scheme aimed at increasing loyalty (of<br />

Members/Shareholders) and they suggest that an<br />

advisor be designated to Members/Shareholders.<br />

Non-Customers have in<strong>di</strong>cated that the Bank needs<br />

to increase its “vitality” in involving Shareholders<br />

and Members, while Customers do not shun<br />

benefi ts on commonly-used bank products.


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibilities Report<br />

State of play<br />

at the end of 2006<br />

To continue to seek alliances with investors with a<br />

long-term investment horizon. J<br />

To seek other methods of participation in share<br />

capital. K<br />

Increase in number of communications to Members<br />

and Shareholders (<strong>di</strong>vided by <strong>di</strong>fferent Targets). J<br />

Finalisation of organisational aspects to facilitate<br />

even greater participation of Members. J<br />

Advancement of the Project and the Members Value<br />

Line. J<br />

Steps taken<br />

• Dealings with various investors<br />

interested in long-term<br />

investments have continued.<br />

• The feasibility of operations<br />

inherent to fi nancial instrument<br />

have been verifi ed.<br />

• Communication project for<br />

Members has been drawn up:<br />

under examination by the Projects<br />

Committee.<br />

• An electronic secret voting<br />

system has been created. The<br />

decentralisation of meeting<br />

notices has been fi nalised.<br />

• The Products basket has been<br />

updated.<br />

Enhancement of the Investor Relations offi ce. J • The offi ce has been enhanced.<br />

Monitoring and ultimate reporting of the results<br />

achieved by the 2004-2006 Strategic Plan. J<br />

Improvement of the Members and Shareholders section<br />

of the website www.bpm.it to encourage <strong>di</strong>alogue and<br />

communication (activation of the website).<br />

More feedback and <strong>di</strong>alogue with Shareholders,<br />

Members and Member Associations (new e<strong>di</strong>tion<br />

of Member surveys extended to non-Customer<br />

Members/Shareholders).<br />

Objectives for further improvement<br />

K<br />

J<br />

Better payout for Members/Shareholders. J<br />

• A detailed report has been<br />

produced on the activities<br />

included in the Social<br />

Responsibility Report.<br />

• An analysis on the changes made<br />

to the website format is underway.<br />

• A survey has been carried out on non-<br />

Customer Members/Shareholders and<br />

the fi n<strong>di</strong>ngs have been processed in<br />

order to have an overall picture of the<br />

relationship between the Bank and<br />

Members/Shareholders.<br />

Outlook for 2007<br />

• Changes to the articles of<br />

association and the realisation of<br />

the 2007-2009 Strategic Plan.<br />

125


The Parent Bank <strong>BPM</strong><br />

Personnel<br />

127


Policy guidelines<br />

During 2006 <strong>BPM</strong> continued to remain loyal to its<br />

tra<strong>di</strong>tion of internal unity and a strong team spirit.<br />

These are values that underpin <strong>BPM</strong>’s personnel<br />

policies, to which the staff - in their dual role as<br />

employees and shareholders - respond in terms of<br />

maximum commitment to achieve a high level of<br />

productivity.<br />

128 � social responsibility report > bpm group social policies report > personnel


Improving and<br />

innovating in the name<br />

of continuity<br />

Over the years, the fact that <strong>BPM</strong> is a co-operative<br />

bank has translated into a climate of staff<br />

participation and involvement in the life of the<br />

Bank.<br />

Participation and involvement that express<br />

themselves in two <strong>di</strong>stinct areas, namely:<br />

• dealings with the shareholders: as they are able<br />

to intervene together with all the other members in<br />

Shareholders’ Meetings, enabling them to take part<br />

in a number of important business decisions;<br />

• industrial relations: based on respect for each<br />

others’ roles and on the concepts of transparency,<br />

information and sharing, which have had a very<br />

positive impact on internal welfare.<br />

In ad<strong>di</strong>tion to the value of belonging to the cooperative<br />

world, which still has all of its ability<br />

to exert a positive infl uence over the corporate<br />

climate, <strong>BPM</strong> has begun to add other values that are<br />

able to renew the spirit of responsibility, in line with<br />

the 2004/2006 Strategic Plan.<br />

The intention is to encourage, foster and reward,<br />

more and more, values based on meritocracy,<br />

career planning, results orientation, widespread<br />

leadership, taking an entrepreneurial attitude<br />

to one’s work, professional ethics and accepting<br />

responsibility.<br />

With a view to greater integration, the Bank’s<br />

Deputy General Manager Human Resources<br />

Department (whose functions include HR<br />

management, planning, development and<br />

administration) has launched a <strong>Group</strong> coor<strong>di</strong>nation<br />

project which, in ad<strong>di</strong>tion to the progressive<br />

centralisation of personnel management for all<br />

<strong>Group</strong> companies, aims to ensure consistency in<br />

their HR policies, which includes more suitable<br />

approval procedures for strategic matters.<br />

129


An overview<br />

130 � social responsibility report > bpm group social policies report > personnel<br />

As the 2004-2006 Strategic Plan came to an end,<br />

the Bank had achieved its cost containment goals<br />

by reducing the number of employees.<br />

At year-end, employees numbered 6,315 (86<br />

fewer than in 2005), mainly due to the partial<br />

limitation of personnel turnover (171 hires with<br />

257 resignations) after incentives were offered to<br />

employees to leave the Bank, affecting 68.5% of<br />

total resignations.<br />

New hires included experts (11.7%) and transfers<br />

from other group companies (5.3%). Fixedterm<br />

contracts accounted for 20.5% of the new<br />

employment contracts.<br />

In ad<strong>di</strong>tion, 69% of the newly-hired employees<br />

were assigned to the Local Sales Areas, in which<br />

66.3% of the Bank’s employees work.<br />

Women made up 39.2% of new employees.<br />

However, as in previous years, the percentage of<br />

women employees increased, reaching 42.1%, as a<br />

result of the lower number of women who resigned<br />

compared to men (15.2% of resignations).<br />

At year-end 39.2% of new employees were<br />

university graduates, 19.4% of total employees,<br />

slightly up on the previous year.<br />

Allocation by structure<br />

2006 2005<br />

Men Women Men<br />

Branch network 2,169 1,804 2,212 1,797<br />

Headquarters 1,110 590 1,146 544<br />

Struttura interme<strong>di</strong>a 338 92 357 98<br />

Outside the structure 38 174 54 193<br />

Total 3,655 2,660 3,769 2,632<br />

Breakdown by level<br />

2006 2005<br />

Men Women Men<br />

Managers 94 3 103 5<br />

Offi cials 1,709 626 1,773 573<br />

Clerical 1,852 2,031 1,893 2,054<br />

Total 6,315 6,401<br />

Women<br />

Women


The average age of incoming employees was 29.3,<br />

while the overall average age of all employees was<br />

42.8 (40 for women and 44.8 for men).<br />

Part-time contracts accounted for 14.6% of all<br />

employment contracts. Prior year trends were<br />

confi rmed in this respect, with an increase in<br />

part-time arrangements in both absolute terms<br />

and as a percentage of total employees, with a<br />

decrease in open-ended part-time contracts. The<br />

only turnaround in these trends was the reduction<br />

in the number of men who work part-time (from 65<br />

to 59).<br />

The average employment period went from 17.7<br />

to 17.9 years, as the average number of years<br />

employees held a position before a promotion rose<br />

from 3.9 to 4.3.<br />

12.7% of employees were promoted, with 65% of<br />

these promotions relating to branch personnel.<br />

Overtime hours continued to decrease (-11%)<br />

along with the accrual of compensatory time off<br />

(-8.5%), although the decrease in overtime hours<br />

could be due to the fact that in July 2006 the bank<br />

implemented the <strong>di</strong>rectives of the national labour<br />

agreement and stopped remunerating fi rst and<br />

second level offi cials for overtime.<br />

New hires 2006 2005<br />

Number of new hires 171 160<br />

Type of contract 2006 2005<br />

No. of permanent employees 5,356 5,432<br />

No. of fi xed-term employees 35 54<br />

No. of part-time employees 924 915<br />

Total 6,315 6,401<br />

Type of part-time contract 2006 2005<br />

Vertical part-time 59 60<br />

Horizontal part-time 827 824<br />

Cyclical part-time 38 31<br />

Turnover<br />

Balance in 2005 6,401<br />

New hires 171<br />

Resignations 257<br />

Balance in 2006 6,315<br />

Breakdown of employees by age<br />

2006 2005<br />

Men Women Men<br />

Women<br />

< 30 282 296 286 323<br />

31-35 389 452 455 579<br />

36-40 439 621 577 658<br />

41-45 614 495 550 442<br />

46-50 624 532 729 490<br />

> 50 1,307 264 1,172 140<br />

Totale 3,655 2,660 3,769 2,632<br />

Clerical<br />

Breakdown by length of service<br />

Offi cials Managers<br />

Men Women<br />

Men Women<br />

Men<br />

Women<br />

< 5 years 269 229 68 13 8 0<br />

5 - 10 years 844 907 454 113 15 0<br />

11 -15 years 142 121 50 26 3 0<br />

16 – 20 years 249 404 352 204 7 1<br />

21 – 25 years 61 107 101 50 3 0<br />

> 25 years 287 264 684 219 58 2<br />

Total 1,852 2,032 1,709 625 94 3<br />

131


Vacation not taken decreased on 2005 (-1.9%),<br />

affecting a smaller percentage of employees<br />

(77%), with an average of 5.8 days per person.<br />

Overall, the average number of vacation days<br />

accrued but not taken for all employees dropped<br />

to 4.4.<br />

Absences remained substantially in line with the<br />

previous year and included or<strong>di</strong>nary time off,<br />

extraor<strong>di</strong>nary time off and sick leave, affecting 17%<br />

of workdays.<br />

In 2006, 18,321 days of training were offered<br />

to 5,074 trainees, with an average of 3.6 days<br />

per person. In ad<strong>di</strong>tion, 15,628 days of training<br />

activities (85.3% of total days) were organised for<br />

branch personnel.<br />

Resignations 21 11 1 33<br />

Transfer 15 6 3 24<br />

Termination 2 3 11 16<br />

Retirement 57 91 12 160<br />

Other 10 12 2 24<br />

Total 105 123 29 257<br />

Staff qualifi cations<br />

Clerical Offi cials Managers<br />

Men Women Men<br />

University degree<br />

(long course)<br />

University degree<br />

252 439 319 153 47 2 1,212<br />

(short course) 5 7 – – – 12<br />

High school <strong>di</strong>ploma 1,106 1,311 1,322 447 46 1 4,233<br />

Middle school certifi cate 127 107 26 7 1 268<br />

Primary school certifi cate 362 168 42 18 590<br />

Total 1,852 2,032 1,709 625 94 3 6,315<br />

132 � social responsibility report > bpm group social policies report > personnel<br />

Clerical<br />

Type of resignations<br />

Offi cials Managers<br />

Women Men Women<br />

Overtime<br />

No. of hours<br />

2006<br />

Total<br />

2005<br />

Clerical men 48,648 54,135<br />

women 25,846 27,919<br />

Total 74,494 82,054<br />

Time bank<br />

No. of hours<br />

2006 2005<br />

Clerical men 17,157 20,662<br />

women 16,302 16,095<br />

Total 33,459 36,757<br />

Total


Employee training and<br />

qualifi cation to meet<br />

Customer and market<br />

demands<br />

<strong>BPM</strong> continues its approach to developing the<br />

Bank’s human resources through continuous<br />

training programmes that are designed not only to<br />

improve employees’ professional skills, but also<br />

to accompany them along specifi c and targeted<br />

career paths. These initiatives, which include HR<br />

planning with a view to developing the potential of<br />

each employee to the full, aim to achieve four main<br />

objectives:<br />

• to encourage professional growth on the part of<br />

all employees;<br />

• to prepare replacement charts for various<br />

positions, especially key positions;<br />

• to facilitate the achievement of results required<br />

by the market through overall professional<br />

improvement;<br />

• to offer Customers more qualifi ed professional<br />

support and assistance.<br />

Moreover, the move towards greater integration<br />

between the various <strong>Group</strong> companies is activating<br />

a number of synergies, while fostering an exchange<br />

of skills, raising the level of know-how as a result.<br />

Training by category<br />

2006<br />

Course content<br />

No. of hours<br />

2005<br />

2005<br />

Managers Total population 97 108<br />

No. of days 380 520<br />

Offi cials Total population 2,335 2,346<br />

No. of days 5,037 7,026<br />

Clerical Total population 3,883 3,947<br />

No. of days 12,580 15,092<br />

Total Total population 6,315 6,401<br />

No. of days 18,321 22,694<br />

2004<br />

Procedures 27,503 73,018<br />

Management skills 12,270 8,538<br />

Sales and marketing 18,926 16,485<br />

Professional skills 35,050 37,875<br />

New hire training 13,500 12,662<br />

Remote training 13,898 9,058<br />

Languages 5,860 7,650<br />

Seminars & other initiatives 7,963 4,506<br />

Total 134,970 169,792<br />

A total of 5,074 people were involved in training courses with an<br />

average of 3.6 days’ training per head. 85.3% of all training was<br />

given to branch personnel.<br />

Bonus system<br />

The Bank’s remuneration system was improved<br />

during 2005 with the introduction of an incentive<br />

scheme designed to act as a greater stimulus to<br />

achieve more and more ambitious results.<br />

The scheme only pays the full amount of the<br />

bonuses if the Bank reaches the targets laid down<br />

in the budget. The results can be adjusted for the<br />

impact - positive or negative - of extraor<strong>di</strong>nary<br />

events or transactions that were not foreseen in<br />

the budget and which take place during the year in<br />

question.<br />

The incentive scheme can be split into two parts:<br />

• Network/head offi ce incentives. Per quanto<br />

riguarda le strutture <strong>di</strong> rete commerciale l’in<strong>di</strong>ce<br />

<strong>di</strong> riferimento per la misurazione dei risultati è il<br />

“margine <strong>di</strong> interme<strong>di</strong>azione”;<br />

• Network incentives. The portion to be allocated<br />

to this part is added to the network/head offi ce<br />

incentive and is only foreseen for those operating<br />

units of the <strong>di</strong>stribution network that achieve<br />

results that are above average for units of their<br />

size.<br />

The incentive scheme is also meant to reward<br />

the following aspects, in ad<strong>di</strong>tional to the results<br />

achieved:<br />

• the care taken in accepting risk versus the<br />

clientele;<br />

• Customer satisfaction;<br />

• respect for the rules as a way of guaranteeing<br />

the quality of the relationship with the internal/<br />

external Customer.<br />

Ongoing rationalisation of structures and of<br />

procedural aspects has made it possible to reduce<br />

overtime considerably.<br />

Average gross pay by<br />

category<br />

2006 2005<br />

Managers 159,647 160,978<br />

Offi cials 58,974 63,882<br />

Clerical 36,643 36,686<br />

Promotions 2006 2005<br />

Promotions as % of total<br />

employees<br />

12.7% 15.0%<br />

133


Respect for <strong>di</strong>versities,<br />

protection of minorities and<br />

equal opportunities<br />

By adopting a Code of Ethics, <strong>BPM</strong> has undertaken<br />

to avoid all forms of <strong>di</strong>scrimination: ethnic origin,<br />

nationality, sex, age, physical <strong>di</strong>sabilities, sexual<br />

orientation, political or trade union opinions,<br />

philosophical ideas or religious convictions are not<br />

grounds for <strong>di</strong>scrimination as far as the Bank is<br />

concerned.<br />

The number of female employees at <strong>BPM</strong> has been<br />

rising stea<strong>di</strong>ly in recent years. Anche nel 2006 si è<br />

avuta una lieve crescita della presenza femminile<br />

(2.660 donne, 28 in più rispetto al 2005), che<br />

costituisce il 42,12% dell’organico complessivo.<br />

Moreover, a policy of equal opportunities fi nds<br />

concrete application in promotions, economic<br />

incentives and other forms of recognition, which<br />

refl ect the proportions of men and women present<br />

in the workforce.<br />

Staff breakdown by gender<br />

2006 2005<br />

No. % No.<br />

Men 3,655 57.88 3,769 58.88<br />

Women 2,660 4.12 2,632 41.12<br />

Total 6,315 100.00 6,401 100.00<br />

Assunzioni sud<strong>di</strong>vise per sesso<br />

2006 2005<br />

No. % v<br />

Men 104 60.82 93 54.70<br />

Women 67 39.18 67 45.30<br />

Total 171 100.00 160 100.00<br />

134 � social responsibility report > bpm group social policies report > personnel<br />

%<br />

%


<strong>BPM</strong> company welfare<br />

services<br />

For some time, <strong>BPM</strong> has implemented company<br />

welfare policies aimed at improving the<br />

environment in the workplace and employees’ free<br />

time, while helping them fi nd a more satisfying<br />

balance between work and family. It has also<br />

focused on integrating health and social security<br />

issues in its policies, recognising the importance<br />

of offering these services to employees to motivate<br />

them and help foster a sense of belonging.<br />

In ad<strong>di</strong>tion to tra<strong>di</strong>tional management services,<br />

<strong>BPM</strong> has developed a variety of social tools and<br />

initiatives, such as “ARES Bipiemme”, “Cassa<br />

Mutua <strong>di</strong> Assistenza del Personale” and “Fondo<br />

<strong>di</strong> Previdenza Bipiemme”, in ad<strong>di</strong>tion to the new<br />

company creche and social outreach service for<br />

employees going through family-related <strong>di</strong>ffi culties.<br />

ARES Bipiemme<br />

ARES Bipiemme is a co-operative company created<br />

for <strong>BPM</strong> employees and retirees to promote<br />

recreational, cultural and social services and<br />

activities to improve the quality of their free time<br />

and create a positive balance between work and<br />

family.<br />

The Bank supports these activities by provi<strong>di</strong>ng<br />

fun<strong>di</strong>ng, suitable space and de<strong>di</strong>cated personnel<br />

so that ARES can organise events on its own behalf<br />

(summer camps and specifi c events for Christmas<br />

and Easter).<br />

ARES is based in Milan, with <strong>di</strong>fferent 16 sections,<br />

each targeting a specifi c interest, and more than<br />

2,500 members (from a Literary Salon to the group<br />

of Silver Retirees), and branches in Rome, Bologna<br />

and Foggia.<br />

ARES has 9,116 members (6,578 employees of<br />

<strong>BPM</strong> and its <strong>Group</strong> companies, along with 2,538<br />

retirees), in ad<strong>di</strong>tion to their family members who<br />

enjoy its services, for a total of 33,244 people,<br />

making ARES the largest of its kind in Italy.<br />

In 2006, ARES Bipiemme carried out activities and<br />

provided services to its members and their families<br />

(sale of products, travel organised for groups and<br />

in<strong>di</strong>viduals, day trips, ticket sales for the theatre<br />

and concerts, magazine subscriptions and public<br />

services, etc.) worth roughly Euro 2,000,000.<br />

Social solidarity activities and those to support<br />

international cooperation through fun<strong>di</strong>ng from<br />

its members and the Bank included initiatives and<br />

projects totalling approximately Euro 150,000 in<br />

2006.<br />

The summer camp service brought 575 children of<br />

employees together to enjoy a delightful holiday in<br />

special structures in Italy and abroad.<br />

2006 was also<br />

ARES Bipiemme’s 20th anniversary.<br />

To commemorate the occasion, it launched an intense<br />

schedule of activities, which began in<br />

November 2006 with a successful cabaret<br />

show, and continued with a backpack sent<br />

to all members, along with a coupon to<br />

purchase books. A Spring Festival is also<br />

planned for June. The festivities will end in<br />

September 2007 with a touring show from Milan to<br />

Foggia, with stops in Bologna and Rome.<br />

The members’ involvement in the twentieth anniversary<br />

is a sign of their appreciation of this co-operative,<br />

which has kept up with the times while hol<strong>di</strong>ng<br />

on to its co-operative and collaborative spirit,<br />

positively infl uencing the Bank’s company welfare<br />

system.<br />

Cassa Mutua <strong>di</strong> Assistenza<br />

for employees<br />

Cassa Mutua <strong>di</strong> Assistenza (CMA) is a non-profi t<br />

association of volunteers made up of <strong>Banca</strong><br />

<strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> employees and retirees. Its<br />

purpose involves:<br />

• provi<strong>di</strong>ng health assistance through participating<br />

doctors and structures to integrate and improve the<br />

National Health Service;<br />

• provi<strong>di</strong>ng economic assistance in ad<strong>di</strong>tion to that<br />

offered by the National Health Service in accordance<br />

with legislative measures;<br />

• encouraging health education by promoting<br />

research into the early <strong>di</strong>agnosis of <strong>di</strong>seases and<br />

their causes, inclu<strong>di</strong>ng those that relate to the<br />

workplace;<br />

• provi<strong>di</strong>ng geriatric health assistance through<br />

targeted initiatives.<br />

Cassa Mutua <strong>di</strong> Assistenza provides services to its<br />

135


members and their families. Its activities are based<br />

on the principle of mutual insurance stated in it’s<br />

articles of association, which govern its activities<br />

and characterises the Bank’s co-operative roots.<br />

At 31 December 2006, Cassa Mutua <strong>di</strong> Assistenza<br />

had over 9,500 members and more than 7,900<br />

benefi ciary family members, with total assets of<br />

over Euro 9,800,000. Proceeds exceeded Euro<br />

14,000,000, with expen<strong>di</strong>ture for services of more<br />

than Euro 12,000,000.<br />

Fondo <strong>di</strong> Previdenza Bipiemme<br />

This is a pension fund set up for all Bipiemme <strong>Group</strong><br />

company employees.<br />

It operates as a non-profi t fund for the purpose of<br />

provi<strong>di</strong>ng pensions in ad<strong>di</strong>tion to those under the<br />

mandatory social security system.<br />

The fund receives contributions from the Bank and<br />

employees under specifi c agreements signed with<br />

the trade unions.<br />

At 31 December 2006, there were 6,231 active<br />

workers participating in the plan, <strong>di</strong>vided<br />

into management segments. Participants can<br />

perio<strong>di</strong>cally decide the rate of their contribution.<br />

The fund has net assets of over Euro 297,000,000.<br />

Company creche<br />

In September 2006, “Il Giar<strong>di</strong>no <strong>di</strong> Bez” company<br />

creche was opened for some 35 children ranging in<br />

age from 0 to 3 years.<br />

The creche was created at the Bank’s service<br />

centre in Via Massaua 6 - Milan, setting a<br />

signifi cant precedent for the redevelopment of the<br />

neighbourhood.<br />

After the work was completed with the creation<br />

of modern, comfortable working areas, the Bank<br />

completely reclaimed a large green area for public<br />

use.<br />

The creche is also open to families in the area; of<br />

the 35 children who attend, 14 are from families in<br />

the neighbourhood.<br />

The Bank’s decision to open the service to the<br />

community is part of its solution to helping bridge<br />

the gap between actual needs and the scarcity of<br />

creche services in Milan, and throughout Italy. In<br />

2007, the Bank will sign an agreement with the<br />

Milan Municipal Authorities to guarantee a quota of<br />

slots.<br />

The structural and educational project, which<br />

involved the Bank’s structures for nearly three<br />

years, is up-to-date with the most modern and<br />

innovative practices in pedagogy today.<br />

136 � social responsibility report > bpm group social policies report > personnel<br />

For example, the creche:<br />

• is a pedagogy project that focuses on the<br />

harmonious development of each child and the<br />

child’s relationship with his/her family;<br />

• the choice of colours is based on chromo-therapy<br />

stu<strong>di</strong>es;<br />

• the curtains depict stories of animals and plants<br />

that tie in well with the rest of the environment and<br />

are, in and of themselves, pedagogic-educational<br />

elements;<br />

• some of the furnishings have been created madeto-measure<br />

for the creche, inclu<strong>di</strong>ng a labyrinth, a<br />

curved mirror, mirror prisms and a sensory board;<br />

• all educational and other staff members have<br />

been hired under open-ended contracts. They were<br />

trained in Reggio Emilia, Italy’s most renowned<br />

school in this fi eld, and one of the most cutting<br />

edge in pedagogy.<br />

In ad<strong>di</strong>tion, the creche has a modern kitchen<br />

managed by a professional chef. The menu not<br />

only meets legal <strong>di</strong>etary requirements but also<br />

uses organic products supplied by companies that<br />

promote fair trade.


The Mobility Manager and Social<br />

Responsibility<br />

The position of Mobility Manager, introduced with<br />

the Decree of the Ministry of the Environment on<br />

27 March 1998 (Ronchi Decree) is part of a new<br />

approach to employee mobility, implementing<br />

solutions that reduce pollution and traffi c.<br />

Accor<strong>di</strong>ngly, this is an important social<br />

responsibility issue.<br />

Companies with more than 800 employees are<br />

required to have a Mobility Manager. The law does<br />

not fi ne companies that do not fi ll the position, but<br />

<strong>BPM</strong> believes it is important to deal with this issue.<br />

The Mobility Manager’s most important strategic<br />

and operating tool is the Commuter Plan, a survey<br />

of employees’ commutes on which the Bank has<br />

based a series of initiatives aimed at:<br />

- reducing the use of private vehicles;<br />

- reducing commuting costs;<br />

- decreasing the risk of accidents;<br />

- ensuring more regular commute times;<br />

- reducing traffi c-induced stress.<br />

These initiatives can have a positive impact on<br />

company productivity, while helping decrease city<br />

pollution.<br />

In ad<strong>di</strong>tion to provi<strong>di</strong>ng benefi ts for employees,<br />

solutions have been stu<strong>di</strong>ed to help Customers and<br />

the public at large. For instance, these solutions<br />

include possibly using large “interchangeable”<br />

car parks where Customers can park their cars to<br />

then take the underground into the city centre, or<br />

participating in the fi nancing of public works to<br />

improve the road system.<br />

With respect to these issues and goals, in 2006,<br />

<strong>BPM</strong> began contacting a lea<strong>di</strong>ng consultancy<br />

company to conduct a survey on employees’<br />

commuting habits in 2007 and prepare the<br />

Commuter Plan.<br />

Industrial relations<br />

As mentioned previously, <strong>BPM</strong> intends to stand<br />

out as a work environment that gives employees<br />

a strong sense of belonging to a team. The Bank<br />

therefore implements HR management policies<br />

in a system of relationships with the trade union<br />

representatives that are based on mutual respect,<br />

transparency, information and sharing.<br />

If, on the one hand, <strong>BPM</strong>’s co-operative model<br />

permits important forms of participation by<br />

employees at Shareholders’ Meetings as well<br />

as profi t-sharing, as foreseen in the articles of<br />

association, on the other hand, it has also made<br />

it possible to develop trade union relations in a<br />

spirit of respect for each party’s respective roles<br />

and autonomies. Negotiations are always open<br />

and inclusive, without degenerating into cases of<br />

corporative privilege; they also envisage forms<br />

of information and consultation that help avoid<br />

confl icts.<br />

This positive climate makes it possible to develop<br />

trade union negotiations that are able to reconcile<br />

the interests of the workforce with those of the<br />

Bank, in line with its strategies and objectives.<br />

137


Employee feedback<br />

Upon publication of the 2005 Social Responsibility<br />

Report, the Bank sent each of its employees an<br />

extract of the document as an invitation to read the<br />

complete version, along with a cover letter from the<br />

Deputy General Manager of Human Resources and<br />

Contractual Policies and a score card. Employees<br />

can view the document on the Internet or by<br />

requesting it in hardcopy from <strong>BPM</strong>’s General<br />

Affairs Service Desk (although the Bank encourages<br />

employees to read the electronic version to prevent<br />

the excessive use of paper).<br />

Approximately 250 score cards were returned, many<br />

with suggestions written in the space provided.<br />

In short, the results were as follows:<br />

The suggestions were numerous and varied, without<br />

signifi cant concentration on any specifi c issues.<br />

This means that there were interesting areas to be<br />

considered, but mainly in terms of completing the<br />

report, rather than substantially changing it.<br />

Completeness and clarity of the 2005 social responsibility report<br />

Complete numbers<br />

Complete information<br />

Clear presentation<br />

and language<br />

Clear organisation<br />

Poor: 3.0%<br />

Poor: 5.1%<br />

Excellent: 9.6%<br />

Excellent: 10.2%<br />

Excellent: 12.4%<br />

Excellent: 10.0%<br />

Fair: 27.4%<br />

Sufficient: 18.5%<br />

Sufficient: 16.8%<br />

Fair: 16.8%<br />

Sufficient: 13.1%<br />

Poor: 6.6%<br />

Poor: 2.9%<br />

Fair: 22.1%<br />

Sufficient: 12.9%<br />

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0%<br />

138 � social responsibility report > bpm group social policies report > personnel<br />

75.0%<br />

50.0%<br />

25.0%<br />

0.0%<br />

75.0%<br />

50.0%<br />

25.0%<br />

0.0%<br />

How important<br />

is the social report for the Bank<br />

2.2%<br />

Not at all Not very<br />

much<br />

Good: 41.5%<br />

Good: 38.0%<br />

Fair: 29.9%<br />

5.9%<br />

Good: 46.0%<br />

28.1%<br />

Some Very<br />

much<br />

Good: 52.1%<br />

63.7%<br />

How much has the social report increased<br />

your knowledge of the bipiemme group<br />

5.1%<br />

15.4%<br />

Not at all Not very<br />

much<br />

61.0%<br />

18.4%<br />

Some Very<br />

much<br />

listening


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibilities Report<br />

State of play<br />

at the end of 2006<br />

Effective governance of the process of inserting<br />

new hires into the corporate structure. J<br />

Organisational simplifi cation to improve the Bank’s<br />

effi ciency and effectiveness defi nizione della<br />

seconda fase.<br />

J<br />

Steps taken<br />

• The recruitment process was<br />

confi rmed with an outside<br />

company in three phases: 1)<br />

in<strong>di</strong>vidual interviews; 2) group<br />

sessions; 3) orientation interviews<br />

to learn about the can<strong>di</strong>dates’<br />

abilities and personality with<br />

respect to the roles that they<br />

should fi ll. Assistance after hiring<br />

with in<strong>di</strong>vidual interviews to<br />

provide information on the bank<br />

and its management policies.<br />

• The central bank offi ces were<br />

centralised and streamlined, with<br />

the <strong>di</strong>scontinuation of foreign<br />

branches and the reorganisation<br />

of <strong>di</strong>rect sales channels (online<br />

and phone banking).<br />

Revision of administrative functions in favour of the<br />

commercial area defi nizione della seconda fase. J • RACE Project test phase launched.<br />

Improvement in the system of internal<br />

communication. K • Analysis.<br />

Governance of Corporate Social Responsibility K<br />

Objectives for further improvement<br />

• Refl ections on social responsibility<br />

governance methods..<br />

Outlook for 2007<br />

Mobility Management. • Survey of employees’ commute to<br />

prepare the Commuter Plan and<br />

develop the Mobility Management<br />

project.<br />

(estimated duration: three years)<br />

139


The Parent Bank <strong>BPM</strong><br />

Suppliers


Policy guidelines<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> has undertaken to<br />

make the process of buying goods and services<br />

more effi cient, using professional buyers with<br />

state-of-the-art tools and methods. All of this by<br />

establishing and maintaining clear and lasting<br />

relationships with suppliers based on mutual<br />

respect and benefi t.<br />

142 � social responsibility report > bpm group social policies report > Suppliers


An overview<br />

In 2006, the Bank had dealings with 2,998<br />

suppliers, 57 of which are resident abroad. I nuovi<br />

fornitori sono stati 375 pari al 13% del numero<br />

totale. Nel corso dell’anno si è assistito ad una<br />

contrazione, seppur minima, del numero dei<br />

fornitori dovuta principalmente all’incremento <strong>di</strong><br />

fatturato in<strong>di</strong>rizzato sui fornitori strategici.<br />

The following tables give a breakdown of suppliers<br />

and orders placed on the basis of the type of goods<br />

and services requested and their geographical<br />

location.<br />

Of the 1,902 suppliers in the “North-West Italy”<br />

area, 1,760 are located in Lombardy (92% of North-<br />

West Italy and 59% of the whole of Italy).<br />

2006 2005<br />

Amount No. of suppliers % No. of suppliers %<br />

Up to 100,000 € 2,602 86.79 2,635 86.85<br />

From 100,001 to 500,000 € 283 9.44 287 9.46<br />

From 500,001 to 1,000,000 € 51 1.70 58 1.91<br />

Over 1.000.000 € 62 2.07 54 1.78<br />

Total 2,998 100.00 3,034 100.00<br />

2006 2005<br />

Type No. of suppliers Orders No. of suppliers Orders<br />

Property expenses 445 75,435,450 503 63,006,503<br />

Technologies 213 133,653,243 258 164,879,964<br />

Services 2,340 142,486,235 2,273 135,941,005<br />

Total 2,998 351,574,928 3,034 363,827,472<br />

2006 2005<br />

Area % No. of suppliers % of orders % No. of suppliers % of orders<br />

North-West Italy 63.44 80.05 61.15 77.41<br />

North-East Italy 10.47 7.41 11.83 4.67<br />

Central Italy 14.88 8.39 16.41 12.27<br />

Southern Italy 8.61 1.99 8.21 1.74<br />

Islands 0.70 0.61 0.59 0.24<br />

Abroad 1.90 1.55 1.81 3.67<br />

Total 100.00 100.00 100.00 100.00<br />

Supplier selection system<br />

The Bank handles relationships with suppliers<br />

through the Procurement Department, a centralised<br />

service that has purchasing lines of governance that<br />

feature:<br />

• widespread use of on-line competitive tenders<br />

to guarantee negotiating transparency, equity and<br />

speed;<br />

• where possible, two suppliers for each type of<br />

goods or services, so as to ensure over time product<br />

quality, timely delivery and environmental protection,<br />

limiting the risk of depen<strong>di</strong>ng on just one supplier;<br />

• a deliberate effort to create long-term relationships<br />

by signing Framework Agreements that last for<br />

several years.<br />

In carrying out its functions, the Procurement<br />

Department pursues the following objectives with<br />

ethical and transparent conduct:<br />

• a commitment to treat suppliers fairly;<br />

• fair competition without <strong>di</strong>scrimination with a view<br />

to creating long-term commercial relationships;<br />

• a willingness to include on the list of possible<br />

suppliers all those who are able to guarantee<br />

the right level of professionalism, as part of a<br />

wider policy of reducing the overall number of<br />

counterparties;<br />

• the establishment of a formal List of Suppliers;<br />

• a search for quality, at a suitably high level<br />

accor<strong>di</strong>ng to the specifi cations;<br />

• transparent costs in line with the quality provided;<br />

• development of rating systems over time.<br />

2006 2005<br />

Province No. of suppliers % No. of suppliers %<br />

Bergamo 71 4.03 69 4.06<br />

Brescia 42 2.39 39 2.29<br />

Como 55 3.13 60 3.53<br />

Cremona 23 1.31 21 1.23<br />

Lecco 80 4.55 69 4.06<br />

Lo<strong>di</strong> 18 1.02 14 0.82<br />

Milan 1,302 73.97 1,274 74.90<br />

Mantua 2 0.11 4 0.24<br />

Pavia 70 3.98 66 3.88<br />

Sondrio 1 0.06 0 0.00<br />

Varese 96 5.45 85 5.00<br />

Total 1,760 100.00 1,701 100.00<br />

143


The SIRF Project - Sustainability and Integrity<br />

in Dealings with Suppliers<br />

During the year, <strong>BPM</strong> continued to process<br />

information within the SIRF<br />

Project, by fi lling out a specifi c<br />

questionnaire on its supplier<br />

policies (general policies, regulations, processes<br />

and controls).<br />

Avanzi Sri Research checked and analysed the<br />

fi n<strong>di</strong>ngs of the questionnaires by comparing<br />

them with those of other project participants.<br />

This comparison showed a few critical issues<br />

and, accor<strong>di</strong>ngly, areas for improvement (e.g.,<br />

with respect to risk identifi cation and mapping,<br />

transparency and communications). The Bank is<br />

committed to adopting the necessary rules and<br />

implementing the appropriate tools to address<br />

these areas for improvement in the new version<br />

of its Code of Ethics, which is currently being<br />

prepared.<br />

Disputes<br />

Suppliers are paid within the contractual terms,<br />

based on clear and detailed agreements, with the<br />

result that <strong>di</strong>sputes are minimal.<br />

144 � social responsibility report > bpm group social policies report > Suppliers<br />

General principles and Guidelines of the SIRF Project<br />

Integrity of the relationship<br />

The purchasing process has to reconcile, at the one time,<br />

the search for maximum competitive advantage with the<br />

granting of equal opportunities to each existing or potential<br />

supplier. In handling relationships with existing and<br />

potential suppliers, companies undertake to adhere to the<br />

principles of legality, transparency, fairness and honesty.<br />

Companies do not intend to gain competitive advantages<br />

from suppliers based on irresponsible behaviour.<br />

Traceability of the procurement process<br />

The entire procurement process has to be easily<br />

reconstructed at any moment in time accor<strong>di</strong>ng to methods<br />

and for periods laid down in specifi c procedures.<br />

Supervision of the procurement chain<br />

Infringements by suppliers of the rules on safety and<br />

health in the workplace, protection of the environment and<br />

public health and international principles envisage suitable<br />

penalty mechanisms that aim, among other things, to avoid<br />

crimes against the Public Administration or environmental<br />

<strong>di</strong>sasters. To this end, specifi c clauses are included in all<br />

procurement contracts.<br />

Separation of duties<br />

The unit that requests the supply and the one that<br />

stipulates the contract have to be completely separate and<br />

belong to <strong>di</strong>fferent reporting lines.<br />

Rotation of purchasing staff<br />

Purchasing staff are perio<strong>di</strong>cally rotated to perform other<br />

duties, provi<strong>di</strong>ng this is compatible with organisational<br />

requirements and with certain exceptions that are regulated<br />

by specifi c procedures.


IMPEGNI: initiatives completed and new goals for improvement<br />

Improvement goals set out<br />

in the 2005 Social Responsibilities Report<br />

Creation of a <strong>Group</strong> Procurement Department:<br />

Increase in the number of contracts handled<br />

centrally.<br />

State of play<br />

at the end of 2006<br />

J<br />

Completion of the supplier reporting system. J<br />

Commitment to promote the adoption of the SIRF<br />

Guidelines also by the Bank’s own suppliers. K<br />

Initiatives completed<br />

• Issuing of a specifi c measure<br />

with <strong>di</strong>versifi ed budget limits<br />

for each <strong>Group</strong> company, over<br />

which the Parent’s Procurement<br />

Department must be used. This<br />

led to an increase of over 60% in<br />

the number of deals negotiated.<br />

• The reporting system was<br />

completed.<br />

• Comparison activities continued<br />

on the SIRF project, with the<br />

<strong>Group</strong>’s participation in fi lling out<br />

a specifi c questionnaire surveying<br />

supplier policies.<br />

Objectives for further improvement Developments foreseen in 2007<br />

Adoption of SIRF guidelines in the Code of Ethics.<br />

• Adoption of rules and tools<br />

identifi ed through the study and<br />

<strong>di</strong>scussion as part of the SIRF<br />

project, to be included in the<br />

new e<strong>di</strong>tion of the Code of Ethics<br />

currently being written.<br />

145


The Parent Bank <strong>BPM</strong><br />

Community<br />

147


Policy guidelines<br />

Since it was founded in 1865, <strong>Banca</strong> <strong>Popolare</strong><br />

<strong>di</strong> <strong>Milano</strong> has been committed to supporting<br />

culture, solidarity and art in the areas in which<br />

it operates through non-banking cultural<br />

initiatives.<br />

<strong>BPM</strong> has chosen to collaborate with regional<br />

entities, associations and foundations,<br />

promoting specifi c lines of work and identifying<br />

areas for development to consolidate<br />

relationships between public bo<strong>di</strong>es, in<strong>di</strong>viduals<br />

and companies.<br />

148 � social responsibility report > bpm group social policies report > community


An overview<br />

Because it is a co-operative bank of people and<br />

not capital, <strong>BPM</strong> has always sought to focus on<br />

people, their abilities, commitment and work,<br />

without overlooking their needs, weaknesses and<br />

imperfections.<br />

In over one hundred and forty years, the Bank has<br />

put the genuine before the abstract, actual work<br />

before mere statements of intent, and without ever<br />

<strong>di</strong>scriminating, it has understood and prioritised<br />

values: a warm bowl of soup for the hungry in its<br />

canteen and the restoration of art damaged by time.<br />

In accordance with its articles of association, the Bank<br />

has allocated 3% of earnings to social initiatives. The<br />

fact that puts ethical choices before fi gures reveals the<br />

strength, constance and concern it has de<strong>di</strong>cated to<br />

social work, a tangible in<strong>di</strong>cation of its unique, one-ofa-kind<br />

approach to the world and its problems.<br />

At a time when certain elements of security, that<br />

appeared to be consolidated and defi nitively acquired,<br />

are giving way to precariousness and unsatisfi ed<br />

needs, where progress is failing to respond to the<br />

challenges of new types of poverty and hardship, the<br />

social activity of a bank that is deeply rooted in the<br />

economic and productive fabric of society is also of<br />

un<strong>di</strong>sputed value, one that is able to ignite a glimmer<br />

of hope in many.<br />

Social interventions<br />

2006<br />

2005<br />

School 81,700 147,000<br />

Health 305,000 690,000<br />

Culture 2,731,732 2,645,000<br />

Research 146,620 109,000<br />

Solidarity 1,271,780 855,000<br />

Associations 203,000 134,000<br />

Other 533,060 903,000<br />

Total 5,272,892 5,483,000<br />

Initiatives by macro area<br />

(euro)<br />

(euro)<br />

2006<br />

2005<br />

Institutions against poverty<br />

and social marginalisation<br />

1,870,295 1,645,000<br />

Cultural associations 3,270,597 3,265,000<br />

Other 132,000 573,000<br />

Total 5,272,892 5,483,000<br />

Health<br />

Old and new health crises, in ad<strong>di</strong>tion to the rise<br />

in complex illnesses, require private institutions to<br />

work hand-in-hand with public bo<strong>di</strong>es to support<br />

research, prevention and cures, taking on the<br />

burden of otherwise unsustainable costs.<br />

At the same time, we see the improvement in the<br />

quality of life and longer life expectancy, along with<br />

the inevitable ageing of the population and the<br />

increasingly growing group of people in need of<br />

ever more personalised and specifi c structures and<br />

care, as well as new expertise and awareness on the<br />

part of social-healthcare workers.<br />

With this view, social groups have been created to<br />

fl ank the government and in<strong>di</strong>viduals in pushing<br />

society as a whole to take on a more profound<br />

sense of collective responsibility. <strong>BPM</strong>’s has<br />

been involved since the beginning with an equal<br />

commitment to all fi elds.<br />

The Alzheimer ward of the Istituto Palazzolo of<br />

Milan was completed in 2006, with the Fondazione<br />

Don Carlo Gnocchi. The Bank’s commitment<br />

continues with the creation of a new ward for<br />

vegetative patients over the next few years.<br />

The new headquarters of the Mario Negri Pharmacological Institute<br />

149


The Bank’s contribution has made it possible to<br />

renovate the newborn oncology ward at the De<br />

Marchi Clinic in Milan, with <strong>BPM</strong> at the forefront of<br />

the fi ght against cancer. The Bank also awards new<br />

scholarships for pae<strong>di</strong>atric oncology stu<strong>di</strong>es with<br />

the l’Istituto Nazionale per lo Stu<strong>di</strong>o e la Cura dei<br />

Tumori (National Institute for Cancer Research and<br />

Cure).<br />

A signifi cant scientifi c project was carried out at the<br />

Centro <strong>di</strong> Me<strong>di</strong>cina del Sonno (Me<strong>di</strong>cal Centre for<br />

Sleep) within the Fondazione Centro San Raffaele<br />

del Monte Tabor on sleep behaviour <strong>di</strong>sorders,<br />

RBD, while the operating rooms in the urology ward<br />

of Milan’s Policlinico received new, sophisticated<br />

equipment.<br />

Although they are all within the Milanese area,<br />

taken together, these projects and donations help<br />

forge nation-wide synergies, with benefi ts not only<br />

for local residents, but all patients from other areas<br />

who come to Milan for <strong>di</strong>agnosis or treatment.<br />

<strong>BPM</strong> is also involved in the fi eld of biome<strong>di</strong>cal<br />

research by helping to fund the Istituto <strong>di</strong> Ricerche<br />

Farmacologiche Mario Negri, which is a centre of<br />

excellence in the development and enhancement of<br />

pharmacological active ingre<strong>di</strong>ents.<br />

<strong>BPM</strong> also collaborates with the Fondazione IRCCS<br />

Ospedale Maggiore Policlinico, Mangiagalli e<br />

Regina Elena which, by combining hospital services<br />

with research and university training, seeks to<br />

rapidly translate clinical research into me<strong>di</strong>cal<br />

treatment.<br />

150 � social responsibility report > bpm group social policies report > community<br />

<strong>BPM</strong> also provides support for the following<br />

initiatives:<br />

Vidas<br />

This is an association that provides integrated,<br />

continuous and free home-care for advanced and<br />

terminally-ill cancer patients; it is also the fi rst<br />

Italian provider of home-care that relies entirely on<br />

the private sector. In 2006, Casa Vidas was opened.<br />

It is a hospice home for patients who cannot be<br />

cared for at home, but cannot be hospitalised<br />

either. They are cared for in a safe, modern and fully<br />

equipped environment to alleviate the burden on<br />

their families.<br />

Associazione del Centro Dino Ferrari - Ospedale<br />

Maggiore Policlinico<br />

It operates by promoting various cultural<br />

activities and raising funds to fund the centre’s<br />

clinical and scientifi c research into muscular and<br />

neurodegenerative <strong>di</strong>seases.<br />

Fondazione Emergency<br />

This humanitarian organisation was founded<br />

in 1999. It operates around the world in areas<br />

struck by war, famine and poverty, provi<strong>di</strong>ng<br />

me<strong>di</strong>cal and surgical assistance to civilians. It has<br />

an international staff of emergency healthcare<br />

workers. <strong>BPM</strong> is one of the foun<strong>di</strong>ng members.


Culture<br />

Again in 2006, <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong><br />

continued to support cultural institutions with<br />

long-term commitments and in<strong>di</strong>vidual initiatives,<br />

in the unwavering belief that culture is not<br />

extraor<strong>di</strong>nary or a marginal aspect of human<br />

creativity, but that it is an ever-present and<br />

changing con<strong>di</strong>tion with the vision to encompass<br />

many <strong>di</strong>rections and <strong>di</strong>fferent levels.<br />

These institutions include historic places in<br />

Milanese culture that meet high standards of both<br />

artistic quality and professional commitment, as<br />

well as public and critical interest, such as the<br />

Fondazione Teatro alla Scala and the Fondazione<br />

Piccolo Teatro d’Europa.<br />

The Bank is one of the Foun<strong>di</strong>ng Members of the<br />

Fondazione Orchestra Sinfonica e Coro Sinfonico<br />

<strong>di</strong> Milan Giuseppe Ver<strong>di</strong> and continues to help<br />

fund this important orchestra and choir, which is<br />

becoming increasingly well-known and in demand<br />

internationally.<br />

Scheduled restoration work continued in the<br />

Chiesa <strong>di</strong> San Maurizio al Monastero Maggiore,<br />

which <strong>BPM</strong> has sponsored with a ten-year<br />

commitment. The work entails recovering the<br />

vault, organ and wooden crucifix. It is a groundbreaking,<br />

ambitious project, also in terms of the<br />

fun<strong>di</strong>ng. Once completed, the entire architectural<br />

complex will be returned to its original splendour.<br />

Part of the restoration of San Maurizio al Monastero Maggiore<br />

The Bank also sponsors the Bach Weeks, the<br />

various cycles of Music and Poetry at San<br />

Maurizio organised by the Società del Quartetto,<br />

and La Milanesiana, a summer review of<br />

literature, music and cinema under the patronage<br />

of the Province of Milan.<br />

As part of its cultural commitment to research<br />

and conserve historical, documentary heritage,<br />

<strong>BPM</strong> participates in ISEC – Istituto per la Storia<br />

dell’Età Contemporanea – of Sesto San Giovanni.<br />

Its mission is to “study and learn the social,<br />

political, economic and cultural history of<br />

contemporary Italy” given the need to remember<br />

the country’s political and social roots. The third<br />

volume in the “Classici del pensiero politico ed<br />

economico europeo del Novecento” (“Classic<br />

European political and economic though of the<br />

Twentieth century”) series was published. This<br />

is a series that offers otherwise obscure essays<br />

to the public, which deal with issues relating to<br />

economics, society and politics.<br />

The Bank’s constant tie to its area continues with<br />

the Festival <strong>di</strong> Villa Arconati, organised by Polo<br />

Culturale Insieme Groane, with the participation<br />

of Italian and international rock, pop and jazz<br />

artists and the Arturo Benedetti Michelangeli<br />

concert to honour the pianist’s art and memory,<br />

held in Bergamo and Brescia, now in its 43th<br />

e<strong>di</strong>tion.<br />

The most significant events of 2006 included the<br />

exhibition at the Palazzo Reale “Maestri del ‘600<br />

e del ‘700 lombardo nella collezione Koelliker”<br />

and a series of Sunday concerts “Domeniche alla<br />

Scala” to bring young people closer to the world<br />

of music.<br />

Lastly, the Bank supports the Fondazione<br />

Cineteca Italiana which, with its commendable<br />

conservation work, saves, restores and <strong>di</strong>gitises<br />

kilometres of film in its archives, which would<br />

otherwise be lost over time.<br />

151


Solidarity<br />

Modern poverty, immigration issues and the<br />

<strong>di</strong>ffi culties faced by young people today encourage<br />

growing marginalisation and create a sharp<br />

contrast between the daily lives of the unfortunate,<br />

overlooked by current models, which base societal<br />

views on the subjective and social value of the<br />

wealthy, successful and well-known.<br />

As the international economy cannot ensure<br />

constant and well-balanced development, and<br />

as the geopolitical gap between rich and poor<br />

countries grows, dramatic problems arise, even in<br />

wealthier nations, requiring the help of not only<br />

local authorities and the government, but also<br />

institutions and private associations, to plan and<br />

coor<strong>di</strong>nate solutions that would otherwise not<br />

suffi ce.<br />

The Fondazione Fratelli <strong>di</strong> San Francesco d’Assisi<br />

helps the elderly, not necessarily because they<br />

are alone or in need, but because they are weak.<br />

It has created a “Custode Sociale” programme to<br />

constantly provide genuine help with a widespread<br />

network of assistance and entertainment activities,<br />

especially during the hot summer months when<br />

Italian cities and people alone most suffer from<br />

solitude and abandonment.<br />

The Casa della Carità “Angelo Abriani” also<br />

works in this fi eld but with a <strong>di</strong>fferent focus. It was<br />

founded by a generous Milanese entrepreneur as<br />

a project to help people living in <strong>di</strong>ffi cult social<br />

con<strong>di</strong>tions characterised by weakness, need and<br />

marginalisation. It seeks to help each guest return<br />

to a productive life, through the search for a job and<br />

a home that will ensure genuine independence.<br />

Together with the Fondazione Attilio e Teresa<br />

Cassoni, <strong>BPM</strong> recently completed the Villaggio<br />

Barona project to redevelop an industrial area<br />

on the basis of an extensive urban and regional<br />

redevelopment plan for social purposes. The entire<br />

neighbourhood will be used to meet the residential<br />

needs of in<strong>di</strong>viduals and families in <strong>di</strong>ffi culty. It also<br />

includes housing communities and student housing.<br />

<strong>BPM</strong> is also active in supporting the CAF, a help<br />

centre for abused children and families in crisis. It<br />

is a non-profi t organisation with three independent<br />

communities working to protect, educate and heal<br />

the wounds and trauma suffered by children aged<br />

three to twelve due to maltreatment and abuse.<br />

The needs and requests for help are many,<br />

152 � social responsibility report > bpm group social policies report > community<br />

especially for volunteers who over time have<br />

become highly specialised and professional in all<br />

social fi elds in which these emergencies arise.<br />

Although the Bank operates on the basis of<br />

expen<strong>di</strong>ture priorities and budget, it has always<br />

tried to support, whenever possible, all worthy<br />

initiatives, such as Piccolo Cottolengo and the<br />

Comunità <strong>di</strong> San Patrignano.<br />

<strong>BPM</strong> also helps:<br />

AVSI Associazione Volontari per il Servizio<br />

Internazionale, an NGO involved in international<br />

co-operation which operates in an extremely<br />

wide fi eld that ranges from the needs of small<br />

children to professional training and from food<br />

security to improving urban dwellings. Its activities<br />

include, more specifi cally, <strong>di</strong>stance support and<br />

international adoption.<br />

The aim of Fondazione Banco Alimentare is free<br />

<strong>di</strong>stribution to charitable entities of essential food<br />

products donated by major producers, <strong>di</strong>stributors<br />

and the European Union. It operates thanks to the<br />

involvement of volunteers who visit the associations<br />

and institutions that are members of the scheme<br />

throughout Italy.


Local projects<br />

Location is not synonymous with participation.<br />

Those present in a location can either stand<br />

back and watch or actively take part in their<br />

community. <strong>BPM</strong> has opted for the latter, a<br />

decision that reflects its identity and its way<br />

of operating <strong>di</strong>rectly in the area wherever it is<br />

located.<br />

Since the Bank is in Milan and is tra<strong>di</strong>tionally the<br />

bank of the Milanese, it has naturally privileged<br />

projects in its historic location. One example is<br />

its official sponsorship of Stramilano, the city’s<br />

largest sporting event, with race participants<br />

from all over Italy and abroad running along all of<br />

Milan’s main arteries.<br />

As its business grows geographically beyond the<br />

city and the region, the Bank has adjusted its<br />

target area accor<strong>di</strong>ngly, contributing to significant<br />

and effective projects in the various areas in<br />

which it is present: Piedmont, Emilia Romagna,<br />

Latium and Apulia. However, it is crucial that the<br />

Bank always maintain a balance and its ability to<br />

analyse and listen, abilities that have long made<br />

<strong>BPM</strong> stand apart, to continue to fully meet the<br />

needs and expectations day after day that cannot<br />

be let down. Only in this way can hope, desires<br />

and ideas become reality.<br />

“Stramilano” sporting event<br />

Areas of social outreach<br />

2006<br />

Milan 4,667,917 4,854,000<br />

Province of Milan 174,500 125,000<br />

Lombardy 214,715 190,000<br />

Other 215,760 314,000<br />

Total 5,272,892 5,483,000<br />

Type of social outreach<br />

2006<br />

(euro)<br />

2005<br />

2005<br />

Cultural associations 28 17<br />

Volunteer associations 76 33<br />

Patron saints’ celebrations 19 23<br />

Parishes 84 92<br />

Sports centres 15 26<br />

Schools 21 32<br />

Other associations 73 129<br />

153


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibility Report<br />

Devote attention to the various initiatives that<br />

are proposed by institutions and associations to<br />

strengthen the link with the territory and to give<br />

concrete help to the needs of the community.<br />

Objectives for further improvement<br />

State of play<br />

at the end of 2006<br />

J<br />

154 � social responsibility report > bpm group social policies report > community<br />

Steps taken<br />

• In 2006, <strong>BPM</strong> continued to<br />

operate with real social, cultural,<br />

solidarity and artistic projects,<br />

devoting specifi c attention to local<br />

needs and development.<br />

Ensure continuous support to social, cultural, solidarity and artistic projects organised by the institutions and<br />

associations with which <strong>BPM</strong> has commitments.


The Parent Bank <strong>BPM</strong><br />

Environment<br />

155


Policy guidelines<br />

The Bank now wants to put more and more<br />

emphasis on environmental matters.<br />

In particular, <strong>BPM</strong> intends to:<br />

• apply good internal practices in its policies for<br />

energy savings and in the sorting and recycling<br />

of waste;<br />

• identify suitable types and methods of cre<strong>di</strong>t<br />

for profi t and non-profi t business that operate<br />

in the protection and improvement of the<br />

environment, artistic and cultural heritage,<br />

urban settings and the countryside;<br />

• evaluate the possibility of inclu<strong>di</strong>ng<br />

environmental and/or sustainability certifi cation<br />

as an element of merit in the process of granting<br />

cre<strong>di</strong>t to businesses;<br />

• devote specifi c attention to the environment<br />

and to the quality of life in the areas surroun<strong>di</strong>ng<br />

our offi ces.<br />

The respect that a business has for the<br />

environment refl ects the respect that people<br />

who staff and manage the business have for<br />

the environment. In a social context that has<br />

achieved mature well-being, environmental<br />

awareness and the possible, although not<br />

imme<strong>di</strong>ate, effects that environmental-friendly<br />

policy have on the quality of life, can only grow.<br />

This increasingly widespread awareness is<br />

taking on growing importance in corporate<br />

decisions, although it must be coor<strong>di</strong>nated<br />

with other effi ciency and competitiveness<br />

requirements.<br />

The Bank has established guidelines and<br />

objectives in the above areas, demonstrating<br />

the strong commitment of management and<br />

operating staff to the environment.<br />

156 � social responsibility report > bpm group social policies report > environment


Steps taken in 2006<br />

All electricity consumed by <strong>BPM</strong> for its needs is<br />

from hydro-electric sources and is “EAUX DE LA<br />

VALLÉE Energia pura” certifi ed. This is possible<br />

in part due to the progressive deregulation of the<br />

market, which allows <strong>BPM</strong> to choose its supplier<br />

everywhere it uses electricity, without affecting<br />

service continuity. To this end, when the electronic<br />

back-up centre was relocated from Palazzo Galfa<br />

to Piazza Meda, decisions were made to set up the<br />

plant and, especially the air con<strong>di</strong>tioning system, in<br />

a way that would maximise energy savings, while<br />

exploiting the effects of natural ventilation.<br />

For the purpose of improvement the effi ciency<br />

of heating systems, new heating systems were<br />

installed on the <strong>di</strong>strict heating grid offered by local<br />

consortia.<br />

Kwh/m 2<br />

Kwh/m 2<br />

Use of electricity<br />

2006<br />

128 * 126<br />

50,200 ** 43,400<br />

*Start-up and inspection of the new Centro Servizi Bezzi 2 contributed to<br />

increasing total use of electricity.<br />

**The weather con<strong>di</strong>tions in winter 2006 generated an increase of roughly<br />

20% on 2005.<br />

Energy effi ciency goals were also considered in<br />

the choice of new technological equipment, as<br />

this concept takes on increasing importance.<br />

In particular, the new electricity back-systems<br />

installed at the data processing centres are top<br />

of the line in terms of energy yield and all new<br />

monitors installed at workstations have liquid<br />

crystal <strong>di</strong>splays.<br />

In ad<strong>di</strong>tion to electricity, water is increasingly<br />

becoming an asset to conserve and not waste.<br />

To this end, the Bank has tested new technical<br />

solutions to reduce water consumption in its<br />

technological systems that most use this resource:<br />

Water consumption per year<br />

2006<br />

2005<br />

2005<br />

m3 per year 380,150 405,000<br />

Consumption per head<br />

(m2 per year/average number of<br />

employees<br />

60 63<br />

large air con<strong>di</strong>tioning systems. To date, the results<br />

in a system serving the data processing centre are<br />

positive. The solution will be extended to other<br />

systems as well.<br />

The wealth of each of the above goals leaves vast<br />

areas for improvement in the year to come, also<br />

through government incentives that have become<br />

available in the meantime.<br />

In particular, the Bank is focusing specifi cally<br />

on saving and producing electricity itself using<br />

alternative sources, as both an energy user and a<br />

fi nancer and sponsor of these types of initiatives to<br />

Customers.<br />

The creation of photovoltaic fi nancing products<br />

for companies and in<strong>di</strong>viduals, along with the<br />

“business ecology package” to provide incentives<br />

to companies that plan to use environmentallyfriendly<br />

technologies and plants, while reducing<br />

consumption, meet the objective of identifying<br />

suitable types and methods of cre<strong>di</strong>t for profi t and<br />

non-profi t business that operate in the protection<br />

and improvement of the environment, artistic<br />

and cultural heritage, urban settings and the<br />

countryside.<br />

<strong>BPM</strong>’s commitment to paying specifi c attention<br />

to the environment and the quality of life in the<br />

areas surroun<strong>di</strong>ng its sites led it to open a public<br />

playground in 2006, in conjunction with the<br />

expansion of the Centro Servizi Bezzi and making<br />

the “Il giar<strong>di</strong>no <strong>di</strong> Bez” company creche available to<br />

neighbourhood children in ad<strong>di</strong>tion to employees’<br />

children.<br />

The production of waste<br />

2006 2005<br />

Waste in Kg<br />

Urban and similar waste** 170,680 145,024<br />

Spent oil (in litres) 840 4,940<br />

Non-dangerous waste * 1,094,418 953,739<br />

Dangerous/Special waste*** 9,474 8,705<br />

Total 1,275,412 1,112,408,10<br />

* Paper, cardboard, plastic, toner ** Mixed material packaging<br />

*** Hygienic waste, batteries, neon<br />

157


COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibility Report<br />

Identify the types of consumption to be monitored<br />

and to create a database for the extraction of<br />

information. Fill the database with as much data as<br />

possible.<br />

Apply good internal corporate practices in its policies for<br />

energy savings and in the sorting and recycling of waste.<br />

Open a channel of communication with employees to make<br />

them more aware of the problem of environmental impact<br />

and energy savings.<br />

Devote particular attention to the environment and<br />

to the quality of life in the areas surroun<strong>di</strong>ng our<br />

offi ces.<br />

Identify suitable forms and methods of cre<strong>di</strong>t for<br />

profi t and no-profi t enterprises operating in the<br />

protection and enhancement of the environment,<br />

artistic and cultural heritage, urban settings and<br />

the countryside.<br />

State of play<br />

at the end of 2006<br />

K<br />

J<br />

J<br />

J<br />

158 � social responsibility report > bpm group social policies report > environment<br />

Steps taken<br />

• The energy consumption database<br />

was improved and IT applications<br />

were created to monitor consumption.<br />

• An agreement was signed for the<br />

purchase of hydroelectric energy to<br />

cover all of the Bank’s energy needs.<br />

• The playground built in conjunction<br />

with the expansion of the Centro<br />

Servizi Bezzi was opened.<br />

• The “Il giar<strong>di</strong>no <strong>di</strong> Bez” company<br />

creche was opened at the service<br />

centre for employees’ children and<br />

neighbourhood children.<br />

• A photovoltaic fi nancing product was<br />

created for companies and in<strong>di</strong>viduals.<br />

• A “company ecology package” was<br />

created to provide incentives to<br />

companies that plan to adopt<br />

environmentally-friendly technologies<br />

and plants while reducing energy<br />

consumption.<br />

Evaluate the possibility of inclu<strong>di</strong>ng environmental<br />

and/or sustainability certifi cation as an element of<br />

merit in the process of granting cre<strong>di</strong>t to businesses. K • Feasibility stu<strong>di</strong>es.<br />

Objectives for further improvement Developments foreseen in 2007<br />

Developing and provi<strong>di</strong>ng incentives to use and produce energy from<br />

renewable sources while containing consumption. • Projects were developed in<br />

collaboration with ESCO (Energy<br />

Service Company) to improve energy<br />

effi ciency.<br />

• Research was conducted into new<br />

methods of fi nancing based on<br />

the opportunities created by the<br />

decrees of the Ministry of production<br />

activities in relation to energy from<br />

renewable sources.<br />

• Energy provisioning policies were<br />

extended to all <strong>Group</strong> companies.<br />

• New lighting systems were created<br />

using innovative energy savings<br />

systems.


The Parent Bank <strong>BPM</strong><br />

Communications


Policy guidelines<br />

Communications is an important tool for <strong>BPM</strong><br />

in its dealings with the various stakeholders,<br />

inclu<strong>di</strong>ng the me<strong>di</strong>a and public and private<br />

institutions.<br />

The Bank’s communications are guided by<br />

principles of transparency and clarity, but also<br />

the quality of relationships.<br />

As regards the me<strong>di</strong>a in particular, through<br />

perio<strong>di</strong>c contacts <strong>BPM</strong> guarantees <strong>di</strong>rect and<br />

timely collaboration with the press, ra<strong>di</strong>o<br />

and television, so as to make the <strong>di</strong>stribution<br />

of news to the general public as effi cient as<br />

possible.<br />

160 � social responsibility report > bpm group social policies report > communications


Communication with the me<strong>di</strong>a is a fundamental<br />

strategic activity because it allows <strong>BPM</strong> to inform<br />

the general public about the life of the Bank and<br />

its subsi<strong>di</strong>aries. Attention to the me<strong>di</strong>a and the<br />

relationship of mutual trust that has been built<br />

up over the years allows <strong>BPM</strong> to participate as a<br />

lea<strong>di</strong>ng player in any <strong>di</strong>scussions about the banking<br />

system.<br />

The Press Offi ce, which reports to the<br />

Communications, Press and Public Relations<br />

Department, operates in continuous contact with<br />

the me<strong>di</strong>a, making sure that any price-sensitive<br />

information complies with the specifi c rules issued<br />

by the supervisory authorities.<br />

COMMITMENTS: steps taken<br />

Objectives for improvement set out<br />

in the 2005 Social Responsibility Report<br />

Reinforce and intensify relationships with contacts<br />

with a view to provi<strong>di</strong>ng clear, timely and transparent<br />

information on the activities of the <strong>BPM</strong> <strong>Group</strong>.<br />

State of play<br />

at the end of 2006<br />

J<br />

Steps taken<br />

• Activities continued to forge<br />

relationships and communicate<br />

with the me<strong>di</strong>a, to ensure clear<br />

and transparent <strong>di</strong>sclosures on<br />

<strong>BPM</strong>’s business.<br />

161


<strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria S.p.A.<br />

<strong>Banca</strong> Akros S.p.A.<br />

Bipiemme Gestioni SGR S.p.A.<br />

We@Service S.p.A.<br />

<strong>Group</strong> banks<br />

and principal<br />

companies


<strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

History<br />

Founded in December 1887, <strong>Banca</strong> <strong>di</strong> Legnano<br />

was created to respond to the fi nancial needs of<br />

manufacturing industry which in those years was<br />

taking on a lea<strong>di</strong>ng role in the economic life of the<br />

area north of Milan, constituting a major industrial<br />

hub that has continued to be a constant feature of<br />

this area up to the present day.<br />

From the establishment of the Bank to the end<br />

of the First World War, <strong>Banca</strong> <strong>di</strong> Legnano enjoyed<br />

a period of strong growth, maintaining intense<br />

relationships with the more important local<br />

industries and vigorously sustaining the service<br />

sector and public savings, becoming a dynamic and<br />

reassuring presence in a region that was developing<br />

rapidly.<br />

Neither the Great War nor the events that took place<br />

imme<strong>di</strong>ately afterwards had much of an impact on<br />

the Bank’s solid progress, as it knew how to handle<br />

the problems connected with the reconversion<br />

from a war economy to one of peace, favouring the<br />

defi nitive consolidation of one of the country’s top<br />

industrial groups.<br />

In the years that followed the Second World<br />

War, <strong>Banca</strong> <strong>di</strong> Legnano took an active part in<br />

the reconstruction and during the economic<br />

boom contributed towards the development of a<br />

modern Italian industry. It was at that time that<br />

<strong>Banca</strong> Commerciale Italiana became the majority<br />

shareholder.<br />

Since 2001, <strong>Banca</strong> <strong>di</strong> Legnano has been a part of the<br />

<strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> <strong>Group</strong>.<br />

In September 2002, <strong>Banca</strong> <strong>di</strong> Legnano S.p.A.<br />

was merged with Fin Partecipazioni S.p.A., which<br />

changed its name to <strong>Banca</strong> <strong>di</strong> Legnano.<br />

(in millions of Euros)<br />

Balance sheet and income<br />

statement fi gures (from the<br />

reclassifi ed fi nancial statements)<br />

2006 2005<br />

Direct deposits (*) 2,604.3 2,415.8<br />

Loans 2,625.8 2,440.7<br />

Operating income 215.4 179.6<br />

Operating costs<br />

Net income from fi nancial<br />

-88.7 -86.6<br />

activities 126.7 93.0<br />

Net profi t for the year<br />

Equity<br />

133.8 62.7<br />

(inclu<strong>di</strong>ng net profi t for the year) 1,262.8 1,180.8<br />

** include amounts due to Customers, debt securities in issue and<br />

fi nancial liabilities designated at fair value through profi t and loss.<br />

Mission<br />

<strong>Banca</strong> <strong>di</strong> Legnano is developing its <strong>di</strong>stinctive<br />

characteristic as a retail bank with a strong mission<br />

to support the local economy, which makes it the<br />

bank of reference for retail Customers and for small<br />

and mid-sized businesses located in the Bank’s<br />

historical area and neighbouring areas, essentially<br />

north of Milan.<br />

Its mission is in line with the Business<br />

Reorganisation Plan of the <strong>BPM</strong> <strong>Group</strong>.<br />

Strategy<br />

The Bank’s me<strong>di</strong>um/long-term sales and marketing<br />

policy follows two main lines of strategy: recovering<br />

market share and raising effi ciency.<br />

Recovering market share<br />

<strong>Banca</strong> <strong>di</strong> Legnano is increasingly taking on the<br />

characteristics of a “network bank”, deeply<br />

rooted in a well-defi ned area in which commercial<br />

development is inevitably linked to reinforcing its<br />

presence in its tra<strong>di</strong>tional location by boosting<br />

market share.<br />

Attention is paid to all Customer segments - private,<br />

corporate, public administration, entities and<br />

associations - by offering products that can satisfy<br />

their respective needs.<br />

Increasing effi ciency<br />

The Bank will pursue this goal through the<br />

following:<br />

• quantitative analysis to verify the presence<br />

of resources in the network and to improve its<br />

<strong>di</strong>stribution capacity;<br />

• qualitative analysis of professional roles so as to<br />

develop suitably personalised training courses.<br />

Other information 2006 2005<br />

In<strong>di</strong>rect deposits (in millions of Euros) 4,039.5 4,023.4<br />

- of which asset management 2,103.0 2,114.2<br />

Branches 107 106<br />

Employees* 819 821<br />

Customers 227,388 ** 226,324<br />

- of which in<strong>di</strong>viduals 88.58% 87.46%<br />

- of which companies 11.42% 12.54%<br />

* employees, inclu<strong>di</strong>ng secondment and temporary staff<br />

** fi gures restated following the reclassifi cation of Customer types in 2006.<br />

164 � social responsibility report > bpm group social policies report > group banks and principal companies


Governance<br />

Board of Directors<br />

Board of Directors<br />

Chairman: Rocco Corigliano<br />

Deputy Chairman: Giuseppe Coppini<br />

Deputy Chairman: Maria Martellini<br />

Directors: Giorgio Bianchini Scudellari, Eugenio<br />

Crosta, Roberto Fusilli, Francesco Giaretta, Alberto<br />

Lazzarini, Aldo Mario Mainini, Giuseppe Merlini,<br />

Leone Spozio, Anna Strazzera, Jean Jacques<br />

Tamburini, Valerio Tavormina.<br />

In accordance with art. 25 of the Articles of<br />

Association, the Board normally meets once a<br />

month: during 2006, it met 11 times.<br />

Executive Committee<br />

Made up of 5 members:<br />

Chairman: Rocco Corigliano<br />

Deputy Chairman: Giuseppe Coppini<br />

Deputy Chairman: Maria Martellini<br />

Consiglieri: Francesco Giaretta,<br />

Leone Spozio.<br />

The Executive Committee normally meets once a<br />

fortnight: during 2006, it met 17 times.<br />

Board of Statutory Au<strong>di</strong>tors<br />

Chairman: Giuseppe Pajar<strong>di</strong><br />

Acting Statutory Au<strong>di</strong>tors: Enrico Castol<strong>di</strong>,<br />

Luigi Doppietti<br />

Supervisory Committee<br />

in accordance with Decree 231/2001<br />

Chairman: Valerio Tavormina<br />

Members: Anna Strazzera,<br />

Remo De Monte.<br />

The Bank’s Top Management also takes part in<br />

various <strong>Group</strong> Committees, inclu<strong>di</strong>ng the Liqui<strong>di</strong>ty<br />

Committee, the Intergroup Committee, the Cre<strong>di</strong>t<br />

Policies Committee and the Commercial Policies and<br />

Communication Committee.<br />

Distribution network<br />

2005 Branches ATM POS<br />

Province of Milan<br />

Province of Varese 29 19 472<br />

Province of Como 10 11 96<br />

Province of Novara 11 11 94<br />

Other provinces – – 14<br />

Total 106 116 1,740<br />

2006 Branches ATM POS<br />

Province of Milan 55 75 1.042<br />

Province of Varese 30 19 480<br />

Province of Como 11 11 97<br />

Province of Novara 11 11 105<br />

Other provinces – – 23<br />

Total 107 116 1.727<br />

Customers<br />

The Bank is making every effort to improve<br />

and enhance its vocation as a “local bank” by<br />

intensifying contacts and relationships with<br />

current and potential Customers, institutions and<br />

associations. The purpose being to interpret the<br />

emerging needs of its area so that it can satisfy<br />

them in the best way possible.<br />

Number of Customers<br />

by type<br />

2006 % 2005 %<br />

In<strong>di</strong>viduals 196,912 86.60 197,929 87.46<br />

Small business<br />

Mid-sized and large<br />

24,295 10.68 22,977 10.15<br />

companies<br />

Public<br />

1,677 0.74 1,223 0.54<br />

Administration 30 0.01 29 0.01<br />

Service industry 4,474 1.97 4,166 1.84<br />

Total 227,388 100 226,324 100<br />

Small companies by<br />

business<br />

2006 % 2005 %<br />

Agriculture 111 0.45 97 0.42<br />

Skilled trades 7,108 29.26 6,679 29.07<br />

Commerce 3,348 13.78 3,250 14.14<br />

Industry 4,603 18.95 4,740 20.63<br />

Services 3,601 14.82 3,156 13.74<br />

Other 5,524 22.74 5,055 22.00<br />

Total 24,295 100 22,977 100<br />

165


Products and services<br />

The products sold to Customers are the same as<br />

those offered by the Parent Bank. They are created<br />

to meet the most <strong>di</strong>versifi ed needs of Customers,<br />

while improving cross-selling and loyalty targets.<br />

The portfolio project launched a few years ago was<br />

recently completed. It ensures in<strong>di</strong>viduals receive<br />

the best advisory services in the fi eld of in<strong>di</strong>rect<br />

deposits, also through new products created in<br />

collaboration with the <strong>Group</strong>’s product companies,<br />

in terms of both bonds and bankinsurance.<br />

In the business segment, specifi c attention is<br />

paid to developing leases, relationships with<br />

underwriting syn<strong>di</strong>cates and construction fi nancing,<br />

which have performed particularly well.<br />

As for services, the <strong>Group</strong> focused on developing<br />

electronic products, such as We@bank and<br />

inLineaNet, in ad<strong>di</strong>tion to its main tra<strong>di</strong>tional<br />

services (foreign, portfolio, cre<strong>di</strong>t and debit cards<br />

and POS systems).<br />

In 2006, <strong>Banca</strong> <strong>di</strong> Legnano continued its<br />

strategy of widespread, systematic and perio<strong>di</strong>c<br />

communication to Customers. Along with their<br />

monthly statement of account and perio<strong>di</strong>c<br />

investment statements, Customers receive prompt<br />

information of a commercial nature, cultural<br />

proposals and initiatives of a social nature in which<br />

the Bank was involved during the year.<br />

Personnel fl ows<br />

in and out<br />

2006 2005<br />

Arrivals 48 32<br />

Departures1 32 52<br />

Arrivals less departures 16 –20<br />

1 retirement and transfers to other <strong>Group</strong> companies<br />

Distribution<br />

by structure<br />

2006 2005<br />

% Men Women % Men Women<br />

Local<br />

structure<br />

79.8% 475 170 79% 474 148<br />

Central<br />

structure<br />

20.2% 120 43 21% 117 51<br />

Total 100 595 213 100% 591 199<br />

Personnel<br />

<strong>Banca</strong> <strong>di</strong> Legnano has continued to involve its<br />

employees in its business mission. Training<br />

and development processes have been further<br />

strengthened by focussing on personal<br />

relationships and management of human resources.<br />

Equal opportunities<br />

The Bank’s policy is to offer part-time employment<br />

contracts to women who return to work after<br />

maternity leave. Furthermore, it carries out cancer<br />

prevention activities for its female employees.<br />

Personnel mix 2006 % 2005 %<br />

No. of employees with<br />

open-ended contracts<br />

728 90.09 726 91.90<br />

No. of employees with<br />

fi xed-term contracts<br />

– – 7 0.89<br />

No. of part-time employees 54 6.68 39 4.94<br />

No. of newly hired<br />

employees<br />

26 3.21 18 2.28<br />

Total 808 100% 790 100%<br />

No. of temps 1 13<br />

Breakdown by<br />

position<br />

Managers<br />

Offi cials<br />

166 � social responsibility report > bpm group social policies report > group banks and principal companies<br />

2006 % 2005 %<br />

Men 12 1.48 14 1.77<br />

Women 2 0.24 1 0.13<br />

Men 279 34.5 272 34.43<br />

Women 39 4.82 33 4.18<br />

Clerical<br />

Men<br />

Women<br />

304<br />

172<br />

37.62<br />

21.28<br />

305<br />

165<br />

38.61<br />

20.89<br />

Total 808 100 790 100<br />

Staff qualifi cations<br />

2006 2005<br />

Men Women Men Women<br />

University degree (long or short course) 114 52 107 46<br />

High school <strong>di</strong>ploma<br />

Middle school certifi cate or<br />

405 143 406 135<br />

lower high school <strong>di</strong>ploma 76 18 78 18<br />

Total 595 213 591 199<br />

Average age of personnel 2006 2005<br />

Men Women Men Women<br />

Managers 54.92 53.5 53.57 55<br />

Offi cials 46.94 43.33 46.58 43.70<br />

Clerical 40.24 37.24 39.80 36.95<br />

Average 43.68 38.51 43.32 38.16


Training<br />

In 2006, a signifi cant number of man/days was<br />

de<strong>di</strong>cated to training activities, with 4,135 man/<br />

days of training, equal to 5.12 days per person.<br />

The percentage of days de<strong>di</strong>cated to updates was<br />

also high, coming in at over two thirds of all training<br />

activities provided.<br />

Course content<br />

2006<br />

man/days<br />

2005<br />

man/days<br />

Procedures 3,027 530<br />

Professional skills 836 2,116<br />

Seminars & other initiatives 272 190*<br />

Total<br />

* fi gure reclassifi ed for consistency with 2006<br />

4,135 2,836<br />

Social activities and the work atmosphere<br />

Recreational activities in the strictest sense are<br />

“subcontracted” to the CRAL (Circolo Ricreativo<br />

Aziendale Lavoratori, the staff social club), which<br />

every year receives signifi cant fi nancial support from<br />

the Bank. Similarly, the Bank funds the Associazione<br />

Mutua Integrativa Aziendale. This year saw the<br />

second e<strong>di</strong>tion of a meeting with the Chairman and<br />

Top Management, during which prizes were awarded<br />

to all members of staff with a period of service of<br />

25-35 years; new hires and all of those who retired<br />

during the year were also invited.<br />

An annual meeting is held with all of the Bank’s<br />

pensioners. The 2006 Redundancy Incentive Plan<br />

allowed retirees to put forward a son or daughter as<br />

a can<strong>di</strong>date for a position in the Bank accor<strong>di</strong>ng to a<br />

special procedure.<br />

Communications<br />

To date, a personal interview is the main way of<br />

communicating with staff and getting them involved<br />

in the Bank’s commercial strategies and strategic<br />

guidelines. On particular occasions, when he wants<br />

to communicate an important matter personally, the<br />

General Manager has sent a signed letter to each<br />

member of staff.<br />

Community<br />

<strong>Banca</strong> <strong>di</strong> Legnano supports cultural, social, sporting<br />

and solidarity initiatives organised by associations,<br />

entities and private in<strong>di</strong>viduals that operate in the<br />

Bank’s chosen territory.<br />

In particular, cultural initiatives in 2006 included<br />

the continuance of the Bank’s publishing activities<br />

with a new high-end cultural publication “De Fletu<br />

Ecclesie” in collaboration with the Fondazione<br />

Cassa <strong>di</strong> Risparmio in Bologna.<br />

These two banks, which <strong>di</strong>ffer in terms of location,<br />

mission and structure, came together to promote<br />

the publication of one of the most signifi cant works<br />

by a Legnano resident, Giovanni degli Oldendri<br />

(known as Giovanni da Legnano), in its entirety.<br />

“De Fletu Ecclesie” is an extreme testament to the<br />

moral and legal foundations of a political body that<br />

was inevitably replaced by a new construction of<br />

Western Christianity, seeking a more autonomous,<br />

profi table system of political ethics, heral<strong>di</strong>ng<br />

acerbic <strong>di</strong>alect that would turn the modern world on<br />

its head.<br />

The collaboration of Professor Berardo Pio made the<br />

publication of this work possible.<br />

On 10 February 2006, at the headquarters<br />

of <strong>Banca</strong> <strong>di</strong> Legnano, the “Fondazione<br />

Comunitaria del Ticino Olona” was<br />

offi cially founded. <strong>Banca</strong> <strong>di</strong> Legnano is a<br />

foun<strong>di</strong>ng member, along with the Municipalities<br />

of Abbiategrasso, Legnano and Magenta, the<br />

Fondazione Cariplo, the Milan Chamber of<br />

Commerce and the Fondazione Famiglia Legnanese.<br />

Rocco Corigliano was appointed Chairman of the<br />

foundation’s board of <strong>di</strong>rectors.<br />

The foundation, which operates in the western part<br />

of the province of Milan, is non-profi t making. It<br />

pursues aims that are exclusively those of social<br />

solidarity, promoting improvements in the quality of<br />

life in the community by stimulating civil, cultural,<br />

social, environmental and economic development.<br />

During 2006, the foundation awarded 313,750<br />

to 36 projects presented, totalling approximately<br />

1,000,000 from non-profi t organisations, and<br />

social associations, local entities and religious<br />

institutions throughout the area.<br />

The Bank manages various treasury offi ces of<br />

municipalities and schools, as well as that of the<br />

Legnano Civil Hospital.<br />

(Euro)<br />

Social outreach 2006 2005<br />

School, culture and healthcare 189,553 159,141<br />

Solidarity 15,543 8,850<br />

Associations 75,880 27,330<br />

Other 102,985 136,280<br />

Total 383,961 331,601<br />

167


Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria S.p.A.<br />

History<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria was set up by<br />

Royal Charter on 21 August 1838.<br />

As part of the reorganisation plan drawn up in<br />

accordance with Law 218 of 30 July 1990 and<br />

approved by Ministerial Decree of 23 December<br />

1991, Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria spun off its<br />

banking activity with the establishment of Cassa <strong>di</strong><br />

Risparmio <strong>di</strong> Alessandria S.p.A.<br />

With effect from 24 September 2004, <strong>Banca</strong><br />

<strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong> holds 80% of Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria, which as a result has become part of<br />

the <strong>BPM</strong> <strong>Group</strong>.<br />

Mission<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria wants to help<br />

promote the development of the territory in which<br />

it operates by paying constant attention to the<br />

needs of local households and businesses, with<br />

particular regard to SMEs. The Bank’s link with the<br />

local territory is also being developed thanks to<br />

the innumerable treasury services provided to the<br />

Public Administration.<br />

Strategy<br />

Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria’s strategy is to<br />

reinforce and enhance its vocation as a retail bank,<br />

offering a full range of high quality products and<br />

services, with a particular eye on global consulting.<br />

Integration with the <strong>BPM</strong> <strong>Group</strong> is playing an<br />

important role in recovering and consolidating<br />

profi tability, hol<strong>di</strong>ng down costs and raising<br />

effi ciency and productivity.<br />

• Development of human resources and the<br />

organisation<br />

Human resources are an important and strategic<br />

variable. By means of various interventions of<br />

corporate reorganisation and synergies with the<br />

Balance sheet and income<br />

statement fi gures<br />

2006<br />

(in millions of Euros)<br />

2005<br />

Direct deposits * 1,790.3 1,759.2<br />

Loans 1,630.4 1,471.0<br />

Operating income 111.8 98.6<br />

Operating costs -64.8 -64.0<br />

Net income from fi nancial activities 47.0 34.6<br />

Net profi t for the year<br />

Equity (inclu<strong>di</strong>ng net profi t<br />

16.7 15.8<br />

for the period) 165.3 161.5<br />

* include amounts due to Customers, debt securities in issue and fi nancial<br />

liabilities designated at fair value through profi t and loss.<br />

Parent Company, HR management has to tend<br />

towards a higher level of overall effi ciency that is<br />

able to raise the Bank’s competitiveness and create<br />

a greater orientation towards Customers and the<br />

market.<br />

• Innovation and technology<br />

Technological resources are a fundamental tool to<br />

implement the Bank’s strategies in a balanced way, to<br />

upgrade all IT procedures to new legal requirements<br />

and to offer new products in line with state-of-the-art<br />

technologies that can satisfy the needs of Customers.<br />

• Marketing and communication<br />

The Bank strategically revitalises relationships<br />

with Customers on a continuous basis in sectors in<br />

which the Bank has been tra<strong>di</strong>tionally and historical<br />

involved, such as private banking (families and<br />

entrepreneurs, particularly small and mid-sized<br />

companies); public banking (local public entities and<br />

institutions); civil banking (non-profi t associations<br />

and organisations).<br />

Governance<br />

(Information updated to 17 May 2007)<br />

Board of Directors<br />

Made up of 15 members:<br />

Chairman: Giuseppe Pernice<br />

Deputy Chairman: Enrico Corali<br />

Directors: Marco Bertini, Paolo Bianchi, Giorgio<br />

Bianchini Scudellari, Sergio Guglielmero, Piero<br />

Lonar<strong>di</strong>, Giacomo Maranzana, Piero Martinotti,<br />

Piero <strong>Milano</strong>, Renzo Giuseppe Patria, Roberto<br />

Roveta, Bruno Tacchino, Luciano Vandone, Michele<br />

Zefferino.<br />

The Board normally meets once a month.<br />

Other information 2006 2005<br />

In<strong>di</strong>rect deposits (in millions of Euros) 2,353.3 2,179.3<br />

- inclu<strong>di</strong>ng AUM (in millions of Euros) 946.5 922.9<br />

Branches 84 82<br />

Employees 576 580<br />

Customers 112,844 113,872<br />

- of which in<strong>di</strong>viduals 85% 88%<br />

- of which companies 15% 12%<br />

168 � social responsibility report > bpm group social policies report > group banks and principal companies


Executive Committee<br />

Made up of 5 members:<br />

Chairman: Giuseppe Pernice<br />

Deputy Chairman: Enrico Corali<br />

Directors: Giorgio Bianchini Scudellari,<br />

Piero Martinotti, Michele Zefferino.<br />

The Executive Committee normally meets once a<br />

fortnight.<br />

Board of Statutory Au<strong>di</strong>tors<br />

Chairman: Enrico Castol<strong>di</strong><br />

Acting Statutory Au<strong>di</strong>tors: Guido Barberis<br />

e Antonio Ortolani.<br />

Supervisory Committee<br />

in accordance with Legislative Decree no 231/2001<br />

Chairman: Paolo Manzato<br />

Members: Giacomo Maranzana, Guido Porta, Enrico<br />

Accomello e Adriano Parrini.<br />

Distribution network<br />

84 retail branches: 65 in the province of Alessandria<br />

(head offi ce in Alessandria, 2 area offi ces and<br />

62 branches); 5 in the province of Asti; 2 in the<br />

province of Pavia; 4 in the province of Genoa; 5 the<br />

province of Savona; 3 in the province of Vercelli and<br />

1 in the province of Cuneo.<br />

Customers<br />

Number of Customers<br />

by type<br />

2006 % 2005 %<br />

In<strong>di</strong>viduals 95,510 84.6 96,895 85.1<br />

Companies<br />

Public administration<br />

13,378 11.9 13,135 11.5<br />

Customers 142 0.1 136 0.1<br />

Service industry Customers 3,824 3.4 3,706 3.3<br />

Total 112,844 100 113,872 100<br />

Personnel<br />

As part of the process of integrating increasingly<br />

with the Parent Bank, Cassa <strong>di</strong> Risparmio <strong>di</strong><br />

Alessandria maintains its HR management<br />

philosophy based on fairness and transparency in<br />

all internal communications.<br />

In particular, the Bank is implementing internal<br />

policies designed to:<br />

• consider each employee as a company asset;<br />

• enhance the skills, professionalism and personal<br />

aptitudes of each member of staff to ensure the<br />

Personnel mix 2006 % 2005 %<br />

No. of employees with<br />

open-ended contracts<br />

No. of employees with<br />

519 90.1 503 86.7<br />

fi xed-term contracts 11 1.9 31 5.4<br />

No. of part-time employees 46 8.0 46 7.9<br />

Total 576 100.0 580 100.0<br />

No. of temps 16 2.8 14 2.4<br />

Staff levels 2006 % 2005 %<br />

Managers<br />

Offi cials<br />

Men 10 1.7 7 1.2<br />

Women – – – –<br />

Men 108 18.8 107 18.4<br />

Women 52 9.0 55 9.5<br />

Clerical<br />

Men<br />

Women<br />

152<br />

254<br />

26.4<br />

44.1<br />

160<br />

251<br />

27.6<br />

43.3<br />

Total 576 100.0 580 100.0<br />

Staff qualifi cations<br />

Average age of<br />

personnel<br />

2006 2005<br />

Men Women Men Women<br />

University degree (long or short course)<br />

Middle school<br />

66 59 66 56<br />

<strong>di</strong>ploma 190 232 191 235<br />

Middle school certifi cate or<br />

lower high school <strong>di</strong>ploma<br />

11 7 14 7<br />

Other 3 8 3 8<br />

Total 270 306 274 306<br />

2006 2005<br />

Men Women Men Women<br />

Managers 57 - 56 –<br />

Offi cials 49 48 50 49<br />

Clerical 40 40 40 40<br />

Average 44 41 44 42<br />

169


growth of the in<strong>di</strong>vidual and of the Bank as a result;<br />

• <strong>di</strong>scuss policies with the Parent Bank (both its own<br />

tra<strong>di</strong>tional policies and those being developed in<br />

the form of synergies);<br />

• maintain contact and critical comparison with the<br />

same sectors at the Parent Bank, taking advantage<br />

of high level professional skills that already exist.<br />

Members of staff on secondment from the Parent<br />

Bank have made a decisive contribution in this<br />

<strong>di</strong>rection.<br />

Personnel fl ows<br />

in and out<br />

2006 2005<br />

Arrivals 33 50<br />

Departures1 37 59<br />

Arrivals less departures -4 -9<br />

1 almost all are due to retirement<br />

Distribution by<br />

structure<br />

2006 2005<br />

% Men Women % Men Women<br />

Branch network 71 191 218 71 193 217<br />

Headquarters 25 76 67 26 80 73<br />

Outside the structure 4 3 21 3 1 16<br />

Total 100 270 306 100 274 306<br />

Training<br />

The 2006 training plan falls into the Parent Bank’s<br />

development strategy. Classroom lessons, both<br />

in terms of tra<strong>di</strong>tional training and procedural<br />

training – continued to focus on sales employees,<br />

confi rming the Bank’s internal belief that earnings,<br />

growth and business development are <strong>di</strong>rectly<br />

related to Customer service and the integration<br />

with the Parent Bank, which will be completed in<br />

2007, with IT integration slated for November.<br />

Certain courses grew exponentially on<br />

previous years, with qualifi ed instructors from<br />

outside the bank, such as business courses<br />

(“Foreign commerce”, “Advanced commerce”,<br />

“Entrepreneurial thinking”, “Insurance”, etc.) and<br />

development training for network employees.<br />

In accordance with Law no. 626/94, 70 fi rst aid<br />

courses were provided to most staff members.<br />

About 2/3 of employees with the right to receive<br />

mandatory me<strong>di</strong>cal check-ups for the use of<br />

monitors <strong>di</strong>d.<br />

In ad<strong>di</strong>tion, a signifi cant number of employees<br />

participated in the new FAD courses (the<br />

Parent Bank’s web platform), on administrative<br />

responsibilities (Law no. 231) and health and<br />

safety regulations (Law no. 626). More than<br />

400 employees took part in these courses. The<br />

PattiChiari courses were also provided to all<br />

network employees once again.<br />

In ad<strong>di</strong>tion, training activities were provided in<br />

connection with the <strong>di</strong>stribution of <strong>di</strong>dactic and<br />

informational pamphlets to all employees on the<br />

Organisational model as per Law no. 231 and the<br />

anti-theft guide, as well as updates (handled by<br />

Marketing) on PattiChiari via the company intranet.<br />

During the year, new temporary task force training<br />

continued (16 employees), involving internal<br />

instructors on more than one occasion (basic<br />

training, fi eld training and continuous updates).<br />

Members of staff also took part in various external<br />

courses, either on the advice of their heads of<br />

department, or as decided by the staff training<br />

department.<br />

Course content<br />

170 � social responsibility report > bpm group social policies report > group banks and principal companies<br />

2006 2005<br />

man/days man/days<br />

Procedures 282 131<br />

Management skills 46 132<br />

Sales and marketing 470 87.5<br />

Professional skills 662 548<br />

New hire training 50 582.5<br />

Remote training 388 410<br />

Languages - –<br />

Seminars & other initiatives 10 26.5<br />

Total 1,908 1,917.5<br />

Training by category 2006 2005<br />

Managers<br />

Offi cials<br />

Clerical<br />

Total<br />

Total 7 1<br />

No. of days 9 1<br />

Total 120 120<br />

No. of days 617 551.5<br />

Total 315 340<br />

No. of days 1,282 1,365<br />

Total 442 461<br />

No. of days 1,908 1,917.5


Community and Institutions<br />

Locally, Cassa <strong>di</strong> Risparmio <strong>di</strong> Alessandria can<br />

consider itself a leader in the management of<br />

treasury services for local government entities,<br />

as it provides this service for more than 250<br />

entities, inclu<strong>di</strong>ng the Provincial Authority and the<br />

Municipality of the provincial capital.<br />

Together with the Fondazione Cassa <strong>di</strong> Risparmio<br />

<strong>di</strong> Alessandria, the Bank published a book<br />

entitled “Monferrato. The signs of modernity”<br />

This is the third volume in a series de<strong>di</strong>cated to<br />

the Monferrato, an important part of the territory<br />

COMMITMENTS: steps taken and new objectives for improvement<br />

Objectives for improvement<br />

set out in the 2005 Social<br />

Responsibility Report<br />

Initiatives aimed at Customers/<br />

new markets<br />

Objectives for further<br />

improvement<br />

Initiatives aimed at Customers/<br />

new markets<br />

Organisation/<strong>di</strong>stribution<br />

network<br />

Steps taken<br />

(euro)<br />

Social outreach 2006 2005<br />

School, culture and healthcare 282,870 116,000<br />

Other 60,850 24,000<br />

Total 343,720 140,000<br />

• Specifi c attention was paid to developing products for non-E.U. immigrants, with<br />

a particular project handled by the Parent Bank and promoted by the various local<br />

channels with the involvement of provinces and municipalities, as well as economic<br />

and volunteer associations.<br />

• The fi rst-home 100% mortgage covering the entire value of the property was offered.<br />

A new prepaid cre<strong>di</strong>t cart called “Eura” was also launched, completing the sales<br />

offer, with the restyling of the cre<strong>di</strong>t card graphics.<br />

• The farming segment was also expanded to complete the offer with a new line of<br />

advertising communications.<br />

• Relationships with trade associations and underwriting syn<strong>di</strong>cates continued with<br />

specifi c attention devoted to both conventions and seminars for entrepreneurs and<br />

through agreements to promote loans and other products.<br />

• New collaborative agreements were also signed with trade associations in the<br />

various provinces in which the Bank is present.<br />

Sviluppi previsti per il 2007<br />

mainly consisting of hill-land, whose cultural,<br />

environmental and tourist enhancement plays a<br />

central role in the redefi nition of the economic<br />

and social destiny of this area, known as the<br />

“Alessandrino”.<br />

• New products were developed in synergy with the Parent to complete the Bank’s<br />

offer in specifi c Customer segments. Particular emphasis will be placed on a series<br />

of subsi<strong>di</strong>es and incentives to increase the use of renewable energy sources,<br />

with specifi c loans for companies and in<strong>di</strong>viduals who use them. The Bank will<br />

mainly target farmers, young people and students, non-E.U. immigrants, business<br />

associations and accountants.<br />

• New collaboration agreements will be signed with trade associations in the various<br />

provinces where the Bank has a presence, with a view to increasing commercial<br />

penetration in the various market segments.<br />

• Il 22007 will see the process of integration of the CRA IT system into <strong>BPM</strong>’s IT system,<br />

which should give rise to profi table synergies and positively impact organisation and<br />

costs.<br />

• A new “Treasury Service Centre” will be created to oversee all administrative, legal<br />

and operating functions on behalf of entities for which the Bank provides treasury/<br />

cash services, to improve the quality of the service and contain costs<br />

171


<strong>Banca</strong> Akros S.p.A.<br />

<strong>Banca</strong> Akros is the <strong>BPM</strong> <strong>Group</strong>’s investment and<br />

private banking specialist, acting as an important<br />

point of reference for institutions, companies and<br />

in<strong>di</strong>viduals who participate in fi nancial markets.<br />

Constant fi nancial analysis of equity markets<br />

underpins all of the services offered by <strong>Banca</strong> Akros.<br />

<strong>Banca</strong> Akros, which controls Akros HFR Alternative<br />

Investments SGR in Italy and Akros Securities Inc.<br />

in the United States (New York), has signifi cant<br />

strategic investments in companies such as<br />

<strong>Group</strong> S.r.l. (for the subscription and placement of<br />

securities), ESN LLP (equity research) and ESN NA<br />

(broker dealer).<br />

Balance sheet and income<br />

statement fi gures<br />

(in millions of Euros)<br />

2006 2005<br />

Loans and advances to banks and Customers)<br />

Financial assets<br />

423.9 300.4<br />

(held for tra<strong>di</strong>ng and available<br />

for sale) 2,347.5 2,270.4<br />

Other assets 187.9 134.2<br />

Total assets<br />

Liabilities and equity<br />

2,959.3 2,705.0<br />

Due to banks and Customers<br />

Financial liabilities held<br />

1,850.3 1,978.7<br />

for tra<strong>di</strong>ng 865.7 557.0<br />

Other liabilities<br />

Equity<br />

148.3 87.3<br />

(inclu<strong>di</strong>ng net profi t for the year)<br />

Total liabilities<br />

95.0 82.0<br />

and equity 2,959.3 2,705.0<br />

Operating income 95.0 85.8<br />

Operating costs -58.7 -52.7<br />

Net income from fi nancial<br />

activities 36.3 33.1<br />

Net profi t for the year 34.0 31.7<br />

Other information<br />

(in millions of Euros)<br />

2006 2005<br />

In<strong>di</strong>rect Customer deposits 2,207.0 1,912.0<br />

- of which asset management 807.0 902.0<br />

Number of branches 3 2<br />

Number of employees<br />

at year end 244 241<br />

Strategies<br />

La s<strong>Banca</strong> Akros has built its strategy around innovation<br />

and specialised expertise, with operations deeply<br />

rooted in Italy, integrated with competitive business<br />

development on all major international markets.<br />

<strong>Banca</strong> Akros is a lea<strong>di</strong>ng name in the fi eld of Investment<br />

Services and Private Banking for:<br />

• mid-sized and large companies (both listed and<br />

unlisted);<br />

• institutional investors and interme<strong>di</strong>aries (banks,<br />

insurance companies, bank foundations, security<br />

houses, fund management companies, OEICs and asset<br />

managers in general);<br />

• government entities and the public administration;<br />

• high net-worth in<strong>di</strong>viduals.<br />

In 2006, <strong>Banca</strong> Akros participated in the PRO MAC<br />

S.p.A. foundation, an alternative market that allows<br />

small and mid-sized companies to be listed on a circuit<br />

for institutional investors. The subsi<strong>di</strong>ary Akros HFR<br />

Alternative Investment SGR manages Italian funds<br />

of hedge funds to offer Customers investment tools<br />

that allow them a rational <strong>di</strong>versifi cation of risk and<br />

consequent optimisation of the expected return. The<br />

funds included in the portfolios are selected accor<strong>di</strong>ng<br />

to rigorous criteria of transparency and performance<br />

analysis. This initiative is managed in partnership with<br />

Hedge Fund Research, the worldwide leader in the<br />

selection of hedge fund managers.<br />

Governance<br />

Board of Directors<br />

Made up of 10 members:<br />

Chairman: Graziano Tarantini;<br />

Deputy Chairmen: Mario Artali, Ernesto Paolillo;<br />

Managing Director: Marco Turrina<br />

Directors: Maurizio Biliotti, Roberto Cavallotti, Dario<br />

Martelli, Giordano Pelosato, Gianfranco Pittatore,<br />

Leonardo Savini.<br />

Board of Statutory Au<strong>di</strong>tors<br />

Chairman: Marco Baccani;<br />

Acting Statutory Au<strong>di</strong>tors: Enrico Castol<strong>di</strong>, Ezio<br />

Maria Simonelli.<br />

Supervisory Committee<br />

in accordance with Decree 231/20011<br />

Members: Alessandra Barzaghi, Ferrante Zilioli.<br />

The services provided by <strong>Banca</strong> Akros<br />

The services offered by <strong>Banca</strong> Akros cover the entire<br />

range of Investment & Private Banking activities.<br />

In the fi eld of investment banking, the Bank acts as<br />

trader and market maker for equities and bonds.<br />

It trades in derivatives on regulated and OTC<br />

markets. <strong>Banca</strong> Akros also handles interest and<br />

exchange rate hedging transactions on behalf of<br />

companies and institutions with the need to hedge<br />

their fi nancial risk. It offers its specialised expertise<br />

in the creation of domestic and international<br />

competitive fi nancial instruments in terms of yield,<br />

172 � social responsibility report > bpm group social policies report > group banks and principal companies


transparency and innovation, to banking networks<br />

and insurance companies. In the equity market,<br />

it assists companies in stock market listings and<br />

the placement of equities and bonds. In corporate<br />

fi nance, <strong>Banca</strong> Akros offers advisory services to<br />

companies and local entities, M&A consultancy<br />

and securitization services. <strong>Banca</strong> Akros private<br />

banking services include wealth management for<br />

high net worth in<strong>di</strong>viduals, with personalised asset<br />

management and order collections specialised<br />

in terms of clients’ transactions on domestic and<br />

international fi nancial markets. <strong>Banca</strong> Akros has<br />

offi ces in Milan, Rome and Turin, with a range<br />

of services to meet the demands of the most<br />

sophisticated clients.<br />

Financial research and analysis<br />

<strong>Banca</strong> Akros’ Financial Analysis team acts as the<br />

fi nancial research centre for the entire <strong>BPM</strong> <strong>Group</strong>.<br />

Its research activity covers fundamental equity<br />

analysis, macroeconomic research and technical<br />

analysis. To ensure full coverage of European equity<br />

markets for its clients, <strong>Banca</strong> Akros helped found<br />

the European Securities Network LLP (ESN). This<br />

company, which is owned in equal shares by the ten<br />

lea<strong>di</strong>ng banks and traders in Europe and represents<br />

ten European countries, trades in securities and<br />

conducts equity research on over 800 European<br />

equities. ESN is based on a multi-local federal<br />

model, one-of-a-kind in Europe, with 130 analysts<br />

and 140 sales representatives for equity markets. It<br />

is independent with no confl icts of interest.<br />

COMMITMENTS: areas for improvement<br />

Business strategy and corporate<br />

governance<br />

Personnel<br />

Breakdown by level 2006 2005<br />

Managers<br />

Offi cials<br />

Staff qualifi cations<br />

Men 24 24<br />

Women 1 1<br />

Men 77 79<br />

Women 35 30<br />

Clerical<br />

Number of employees<br />

Men<br />

Women<br />

53<br />

54<br />

53<br />

54<br />

at year end 244 241<br />

Personnel mix 2006 2005<br />

No. of employees with openended<br />

contracts<br />

No. of employees with fi xed-<br />

225 223<br />

term contracts – –<br />

No. part-time employees<br />

No. newly hired<br />

19 18<br />

employees<br />

Number of employees<br />

0 0<br />

at year end 244 241<br />

2006 2005<br />

Men Women Men Women<br />

University degree (long or short course) 69 34 70 28<br />

High school<br />

<strong>di</strong>ploma 76 48 77 49<br />

Middle school certifi cate or<br />

lower high school <strong>di</strong>ploma 9 8 9 8<br />

Number of employees<br />

at year end 154 90 156 85<br />

Average age of employees<br />

2006 2005<br />

Men Women Men Women<br />

Managers 48 51 47 50<br />

Offi cials 40 40 39 40<br />

Clerical 36 36 35 35<br />

Average age of employees 40 38 39 37<br />

Personnel fl ows 2006 2005<br />

Arrivals1 21 16<br />

Departures2 18 15<br />

Arrivals less departures 3 1<br />

1 2<br />

Hired under open-ended contracts Mainly voluntary resignations<br />

• product and process innovation to meet new developments in Customers’ needs, in<br />

step with the market and European regulations;<br />

• internationalisation and development of the corporate fi nance business.<br />

<strong>Banca</strong> Akros promoted these initiatives in its strategic group plan. It expects to achieve<br />

these targets by 2009.<br />

173


Bipiemme Gestioni SGR S.p.A.<br />

Bipiemme Gestioni SGR is the Bipiemme <strong>Group</strong>’s<br />

fund management company, boasting 20 years<br />

of experience in the fi eld of mutual funds after<br />

being founded in 1984. Bipiemme Gestioni SGR<br />

offers comprehensive products and services to<br />

meet all its clients’ needs, encompassing global<br />

funds and geographically specialised funds. Over<br />

time, the product range has been expanded to<br />

include important innovations: from quantitative<br />

management to fl exible funds, from specialist<br />

funds to ethical and multimanager funds. Bipiemme<br />

Gestioni SGR also offers various <strong>di</strong>fferent lines of<br />

asset management in securities and in funds, as<br />

well as the chance to supplement public pension<br />

cover with an open-ended pension fund. The quality<br />

of the services offered by Bipiemme Gestioni SGR<br />

has won it a variety of awards over the years:<br />

• for the fourth year running, it ranked among the<br />

top large fund managers in Italy in the Premio Alto<br />

Ren<strong>di</strong>mento organised by “Il Sole 24 Ore”: 1st place<br />

in 2003 and 2004, 2nd in 2005 and 2006;<br />

• 1st place in the Standard & Poors Fund Awards<br />

2007 “Specialist <strong>Group</strong>” for 2006;<br />

• 1st place in the <strong>Milano</strong> Finanza Global Awards<br />

2007 for 2006 as the Italian company with the most<br />

A ratings and the best average rating in the last<br />

three years for mid-sized managers;<br />

• 1st place in the Grand Prix Eurofonds for the<br />

best European fund managers, as the best Italian<br />

company with 16 to 25 funds.<br />

In ad<strong>di</strong>tion:<br />

in 2004 and 2005, the <strong>BPM</strong> Iniziativa Europa fund<br />

was awarded the Premio Alto Ren<strong>di</strong>mento as the<br />

best “European Equity Fund”.<br />

• the Bipiemme Valore fund won 1st place in<br />

the “S&P’s Fund Awards Italy 2007” for best<br />

performance from 2002 to 2006.<br />

Balance sheet and income statement<br />

fi gures<br />

(in millions of Euros)<br />

2006 2005<br />

Net interest and other banking income 52.2 43.9<br />

Operating costs -21.0 -20.5<br />

Net profi t for the year 18.6 13.9<br />

Equity 42.5 36.3<br />

Mission<br />

To offer professional, innovative, transparent<br />

management with tailor-made solutions<br />

and instruments for in<strong>di</strong>vidual investment<br />

requirements: mutual funds, funds of funds,<br />

pension funds and managed portfolios.<br />

To <strong>di</strong>versify Customers’ portfolios in the best<br />

way possible accor<strong>di</strong>ng to their time horizon and<br />

propensity for risk.<br />

Strategies<br />

• rento increasingly boost the effi ciency of<br />

transactions in its industry;<br />

• to offer a complete range of products and<br />

services, constantly striving for excellence in terms<br />

of staying in step with competitive developments;<br />

• to strengthen profi tability by signifi cantly<br />

increasing revenues and introducing measures that<br />

focus on management costs.<br />

Governance<br />

(updated to July 2007)<br />

Board of Directors<br />

Made up of 11 members:<br />

Chairman: Marco Vitale<br />

Deputy Chairman: Marcello Priori<br />

Deputy Chairman: Gino Camillo Puliti<br />

Directors: Maurizio Biliotti, Roberto Cavallotti,<br />

Italo Ciancia, Federico Fornaro, Roberto Fusilli,<br />

Roberto Marmo, Mario Mazzoleni, Sergio Ribol<strong>di</strong>.<br />

Board of Statutory Au<strong>di</strong>tors<br />

Chairman: Marco Baccani<br />

Acting Statutory Au<strong>di</strong>tors: Alberto Balestreri,<br />

Luigi Dabbicco<br />

Other information 2006 2005<br />

Employees 110 110<br />

Assets in mutual funds and<br />

Pension fund in millions of Euros 12,442.1 12,826.1<br />

In<strong>di</strong>vidual asset management schemes in millions of Euros 7,433.0 7,114.0<br />

174 � social responsibility report > bpm group social policies report > group banks and principal companies


Supervisory Committee<br />

in accordance with Legislative Decree no 231/2001<br />

Chairman: Italo Ciancia<br />

Members: Marco Baccani; Alberto Balestreri, Carlo<br />

Cesare Farma.<br />

Distribution network<br />

Bipiemme Gestioni SGR <strong>di</strong>stributes its mutual<br />

funds inside the <strong>BPM</strong> <strong>Group</strong> through the banking<br />

branches, a website and a network of private<br />

bankers; and outside the <strong>Group</strong>, through thirdparty<br />

banks, insurance companies, SIMs (security<br />

houses) and fi nancial consultancy networks for<br />

a total of 44 institutions with which the SGR has<br />

signed a placement contract.<br />

Products<br />

• Investment solutions<br />

Funds structured in such a way as to meet the aims<br />

of investors who delegate to the management<br />

company both the structure of the portfolio and<br />

the choice of the in<strong>di</strong>vidual businesses that make<br />

it up.<br />

• Investment tools<br />

Funds that specialise in particular markets or<br />

geographical areas, which together can make up a<br />

<strong>di</strong>versifi ed portfolio for investors who delegate the<br />

choice of in<strong>di</strong>vidual business to the management<br />

company, but who want a say in choosing the best<br />

investment strategy to meet their objectives.<br />

• Cash management<br />

Funds geared to in<strong>di</strong>viduals or legal entities that<br />

manage their fi nancial assets, or part of them,<br />

over a period of less than two years, exclusively<br />

using money market instruments. For companies<br />

and other institutional investors, <strong>BPM</strong> Gestioni<br />

also offers solutions that meet the need for<br />

effective and active treasury management, without<br />

overlooking tax advantages.<br />

Customers<br />

The Company maintains a constant and continuous<br />

fl ow of information on Customers, which permits<br />

maximum transparency in the analysis of the<br />

services offered and maximum effort in supporting<br />

the products and services offered with continuous<br />

advice and a shared approach to satisfying each<br />

Customer’s needs.<br />

The Customers of Bipiemme Gestioni SGR consist<br />

of banks and security houses that <strong>di</strong>stribute<br />

its products and services or that buy them for<br />

themselves. Moreover, numerous institutional<br />

organisations (pension funds, insurance<br />

companies, charities, etc.) use the Company’s<br />

services for their own investments. Relationships<br />

with in<strong>di</strong>viduals are limited to a small number of<br />

Customers with particular needs. In other words,<br />

the Company works mainly with institutional<br />

Customers, both inside and outside the <strong>Group</strong>.<br />

External relations<br />

Bipiemme Gestioni SGR pays a great deal of<br />

attention to external relations with the me<strong>di</strong>a<br />

and with Customers. For several years now, the<br />

Communications and External Relations Department<br />

has been handling all contact with the me<strong>di</strong>a so as<br />

to make the sprea<strong>di</strong>ng of news to the general public<br />

as effective as possible, by means of:<br />

• press releases that are sent to fi nancial/national<br />

newspapers, magazines and press agencies;<br />

• meetings with fi nancial journalists to <strong>di</strong>rectly<br />

<strong>di</strong>scuss the Company’s activities and the various<br />

initiatives that it promotes;<br />

• a website that provides all of the information<br />

that a Customer might need on the products and<br />

services provided by the Company, as well as the<br />

latest news on the economy.<br />

Every year, Bipiemme Gestioni SGR organises the<br />

Economy and Savings Forum, an event devoted<br />

to the prospects of fi nancial markets with the<br />

participation of world-famous experts.<br />

175


Personnel<br />

Bipiemme Gestioni SGR wants to stand out for<br />

the high level of co-operation within the fi rm and<br />

for the development of its members of staff by<br />

adopting best market practices to attract people<br />

with the top professional skills and to offer high<br />

quality services.<br />

Breakdown<br />

by level<br />

Managers<br />

Offi cials<br />

2006 % 2005 %<br />

Men 7 6.36 7 6.36<br />

Women 2 1.82 3 2.73<br />

Men 27 24.54 28 25.45<br />

Women 16 14.54 14 12.73<br />

Clerical<br />

Men 33 30.00 31 28.18<br />

Women 25 22.74 27 24.55<br />

Total 110 100 110 100<br />

Personnel mix<br />

2006 % 2005 %<br />

No. of employees with<br />

long-term contracts 103 93.64 105 95.5<br />

No. of employees with<br />

fi xed-term contracts<br />

No. of part-time<br />

1 0.91 – –<br />

employees 6 5.45 5 4.5<br />

Total 110 100 110 100<br />

No. of temps 2 3<br />

Average age<br />

in and out<br />

2006 2005<br />

Men Women Men Women<br />

Managers 45.57 49 44.5 47<br />

Offi cials 41.92 41.6 40 41.5<br />

Clerical 36.18 35.72 35.5 35.5<br />

Average 39.48 38.32 38.5 38<br />

Staff qualifi cations 2006 2005<br />

Men Women Men Women<br />

University degree<br />

(long or short course)<br />

High school<br />

36 13 35 14<br />

<strong>di</strong>ploma<br />

Middle school<br />

certifi cate or lower<br />

28 24 28 24<br />

high school <strong>di</strong>ploma 3 6 3 6<br />

Total 67 43 66 44<br />

Institutions<br />

Bipiemme Gestioni SGR has on-going relations<br />

with the Supervisory Authorities, trade<br />

associations and external consultants that handle<br />

matters relating to the correct management<br />

of the company and relations with the Bank of<br />

Italy, CONSOB, COVIP, and with various trade<br />

associations and external consultants which<br />

handle matters relating to fi nancial products.<br />

Within ABI and Assogestioni it follows the<br />

activities of the taskforces relating to the<br />

Company’s areas of interest.<br />

176 � social responsibility report > bpm group social policies report > group banks and principal companies


Community<br />

Together with the Diocesan Museum of Milan<br />

- Fondazione Sant’Ambrogio – Bipiemme Gestioni<br />

SGR organises the cultural initiative entitled “Un<br />

Capolavoro per <strong>Milano</strong>”.<br />

This is an initiative which every year brings<br />

to Milan a work of art that is normally kept<br />

elsewhere, in a place where it is hard for the<br />

general public to gain access.<br />

After a short pause in 2005, Bipiemme Gestioni<br />

SGR returned to this initiative in 2006, in<br />

collaboration with the Museo Diocesano,<br />

inaugurating the exhibition of the Holy Family<br />

with Saint Elizabeth and the Infant Saint John the<br />

Baptist by Andrea Mantegna, from the Kimbell Art<br />

Museum of Fort Worth, Texas.<br />

Given its artistic and cultural signifi cance, the<br />

initiative was organised under the auspices of the<br />

President of the Italy and the Ministry of Culture,<br />

the Lombardy Region - Lombardy Culture, Identity<br />

and Independence, the Province of Milan and the<br />

City of Milan - Cultural Department.<br />

Year Work of art Visitors<br />

2002 Ecce Homo by Antonello da<br />

Messina 15,000<br />

2003 Annunciazione by Domenico<br />

Beccafumi 20,000<br />

2004 Cattura <strong>di</strong> Cristo by<br />

Caravaggio 50,000<br />

2006 The Holy Family by Andrea<br />

Mantegna 50,000<br />

Social outreach 2006 2005<br />

School, culture and healthcare 30,000 30,000<br />

Moreover, since 2000, together with the Parent<br />

Bank <strong>Banca</strong> <strong>Popolare</strong> <strong>di</strong> <strong>Milano</strong>, <strong>BPM</strong> Gestioni has<br />

organised the Economy and Savings Forum, an<br />

annual, high level meeting, devoted to economic<br />

scenarios and fi nancial markets, with particular<br />

attention to changes in investors’ attitudes and<br />

needs, and the way in which sector operators get<br />

organised to satisfy them. The event is reserved<br />

for Customers and big names in economics and<br />

fi nance.<br />

177


We@Service S.p.A.<br />

History<br />

We@Service was set up in 2000 as a commercial<br />

services and information technology company<br />

focusing principally on the Internet channels of the<br />

<strong>BPM</strong> <strong>Group</strong>.<br />

The Internet services handled by We@Service<br />

are aimed both at in<strong>di</strong>vidual Customers through<br />

We@Bank, and at corporate Customers through<br />

InLineanet.<br />

Mission<br />

The Company’s mission includes the following<br />

objectives:<br />

• to maintain leadership in terms of completeness<br />

of service (contents and technological updating);<br />

• to support and guarantee the process of<br />

commercial and IT integration with the <strong>Group</strong>’s<br />

various <strong>di</strong>stribution channels to produce ad<strong>di</strong>tional<br />

revenue, also from de<strong>di</strong>cated Internet services;<br />

• to create value for the <strong>Group</strong> by fostering growth<br />

and loyalty among the Customer base, while making<br />

it possible to handle large volumes of transactions<br />

at low unit costs.<br />

Strategy<br />

Through its business, the Company develops and<br />

manages <strong>BPM</strong>’s on-line channel so as to generate<br />

value for Customers and for the shareholder by<br />

achieving effi ciency and profi tability.<br />

The Company’s strategic guidelines are based on<br />

continuous innovation so as to maintain a constant<br />

level of improvement in the services that it provides,<br />

both in terms of quality and performance, as well<br />

as functional completeness, also through the<br />

introduction of value-added services.<br />

Balance sheet and income statement<br />

fi gures<br />

(in millions of Euros)<br />

2006 2005<br />

Value of production 22.2 21.9<br />

Production margin 6.2 6.4<br />

Net profi t for the year 3.6 7.3<br />

Equity<br />

(inclu<strong>di</strong>ng net profi t for the year) 10.9 11.7<br />

Governance<br />

Board of Directors<br />

Made up of 7 members:<br />

Chairman: Michele Motterlini<br />

Deputy Chairman: Sergio Fumagalli<br />

Managing Director: Andrea Cardamone<br />

Directors: Roberto Cavallotti,<br />

Davide Meale, Marco Montalenti,<br />

Michele Zefferino.<br />

Board of Statutory Au<strong>di</strong>tors<br />

Chairman: Piero Vergani;<br />

Acting Statutory Au<strong>di</strong>tors: Enrico Ra<strong>di</strong>ce, Paolo<br />

Salvaderi.<br />

Operations Committee<br />

This is made up of the Company’s Area Managers,<br />

together with the Managing Director. It lays down<br />

operating policies based on the strategies decided<br />

by the Board of Directors.<br />

Supervisory Committee<br />

in accordance with Legislative Decree no. 231/2001<br />

Chairman: Sergio Fumagalli<br />

Members: Francesco Gramaglia, Piero Vergani.<br />

Other information 2006 2005<br />

Employees 78 76<br />

Authorised Customers 257,471 206,698<br />

Of which users<br />

Of which users<br />

197,207 152,114<br />

who carry out transactions 134,283 89,695<br />

Number of accesses 16,032,000 13,182,527<br />

178 � social responsibility report > bpm group social policies report > group banks and principal companies


Personnel<br />

Breakdown by level 2006 % 2005 %<br />

Managers<br />

Offi cials<br />

Men 4 5 4 5<br />

Women – – – –<br />

Men 15 19 13 17<br />

Women 18 23 18 24<br />

Clerical<br />

Men<br />

Women<br />

14<br />

27<br />

18<br />

35<br />

16<br />

25<br />

21<br />

33<br />

Total 78 100 76 100<br />

Type of contract 2006 % 2005 %<br />

No. of employees with<br />

long-term contracts<br />

No. of employees with<br />

71 91.0 70 92<br />

fi xed-term contracts<br />

of which<br />

7 9.0 6 8<br />

No. of part-time employees 6 5<br />

Total<br />

of which<br />

78 100 76 100<br />

No. of temps 17 21.8 13 17<br />

Average age of personnel<br />

2006 2005<br />

Men Women Men Women<br />

Managers 41 – 40 –<br />

Offi cials 41 37 40 36<br />

Clerical 31 34 31 32<br />

Average 38 35 37 34<br />

Training<br />

Training was held in 2006 to ensure the professional<br />

growth of human resources in their respective areas,<br />

as well as to lay the cultural foundation for innovation.<br />

To this end, a project was launched in part of the<br />

company to create the necessary methodology for<br />

profi t margin innovation in line with business targets.<br />

This methodology will be applied to specifi c areas.<br />

Staff qualifi cations<br />

2006<br />

Men Women<br />

2005<br />

Men Women<br />

University degree (long or<br />

short course)<br />

15 19 17 19<br />

High school <strong>di</strong>ploma 17 25 15 23<br />

Middle school certifi cate or<br />

lower high school <strong>di</strong>ploma 1 1 1 1<br />

Average 33 45 33 43<br />

Community<br />

(in millions of Euros)<br />

Interventi nel sociale 2006 2005<br />

Solidarity 2,200 4,500<br />

Associations w– 15,100<br />

Total 2,200 19,600<br />

179

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