BPM Group - Banca Popolare di Milano
BPM Group - Banca Popolare di Milano
BPM Group - Banca Popolare di Milano
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
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