Prospectus - Notowania
Prospectus - Notowania Prospectus - Notowania
19. RELATED-PARTY TRANSACTIONS 19.1. Introduction In order to ensure compliance with the legislative and regulatory provisions currently in effect for corporate information regarding related party transactions, the Issuer has adopted a procedure to identify such transactions in which the deciding bodies provide adequate information flows to meet the obligations of UniCredit's Directors as a listed company and parent company of UniCredit Group. As part of this effort, in the 2003 financial year, the Issuer’s Board of Directors defined the identification criteria for related party transactions, consistent with the instructions provided by CONSOB. The UniCredit Managing Director, exercising the power granted to him by the Board of Directors, issued the necessary instructions for systematically fulfilling the aforementioned notification obligations of the Issuer’s structures and companies belonging to UniCredit Group. Notwithstanding compliance with the principle set out in Article 2391 of the Italian Civil Code regarding the interests of company directors, the Issuer must also comply with the provisions of Article 136 of the TUB in regards to borrowings by bank corporate officers, or those that perform administration, management or control functions in UniCredit (and parties that report to them), who may borrow from the bank that they administer, manage or control only with a unanimous resolution from the governing body and the favourable vote by the controlling body. As such, the aforementioned officers must communicate of parties for which the development of a possible relationship may result in the types of borrowings falling under Article 136 of the TUB (individuals or legal entities and/or subsidiaries of company officers, as well as companies in which said parties perform administration, management or control functions and related parent companies and subsidiaries). The Issuer routinely calls upon independent experts to issue fairness or legal opinions if the nature of the transaction, including those with related parties, requires it, consistent with the provisions of the self-imposed code of conduct. The types of related parties relative to the Issuer and with which the Group companies have performed transactions during the last three financial years include: • direct and indirect subsidiaries - including joint subsidiaries - of the Issuer; • associates of the Issuer; • directors and managers with strategic responsibility in terms of planning, management and control functions of the Issuer’s activities (key management personnel); • close family members of key management personnel and subsidiaries of (or associates of) key management personnel or their close family members; • UniCredit Group employee pension funds. 19.2. Relationships and transactions with related parties The Issuer has conducted and conducts business and financial relationships with related parties (as defined by IAS 24). - 326 -
For that which concerns the information on the related parties, please see the consolidated financial statements for the years 2006, 2007 and 2008 and part H of the abridged consolidated financial statement in the scope of the Consolidated Interim Report as at 30 September 2003, which has a limited influence on the consolidated statement of assets and liabilities of the Group. In the first nine months of 2009, the transactions with related parties generated a positive net liquidity of €3,756.4 million on the operative activity in the scope of the Consolidated Report going from €14,014.3 million overall net liabilities as at December 31, 2008 to €10,257.9 million as at September 30, 2009. For that which regards the economic aspect during and in the first nine months of 2009 transactions with affiliates were carried out based on valuations of reciprocal economic benefits and the conditions to be applied were defined in accordance with substantial criteria of correctness, in line with the shared goal of creating value for the entire Group. The transactions in question were usually executed according to the same conditions applied for transactions executed with independent third parties. The same principle was applied to the rendering of intra-group services, as well as the principle of charging on a minimal basis for these services, solely with a view to recovering the respective production costs. Based on that which has been illustrated above and also bearing in mind the reduced influence of the transactions with affiliates on the consolidated statement of assets and liabilities, their influence on the economic performance of the Group is also deemed to have little significance. The following table summarises the main Related-Party transactions recorded by the Issuer in the period ended as at September 30, 2009 and in the financial years ended as at December 31, 2008, 2007 and 2006. The tables indicate the assets, liabilities and guarantees and commitments as at the Prospectus Date, divided by financial year and type of Related Party. September 30, 2009 (thousands of €) Held for trading financial assets Financial assets designated at fair value Available-forsale financial assets Unconsolida ted subsidiaries Unconsolida ted joint ventures Related-Party Transactions Associates - 327 - Key managem ent personnel Other related parties Total % on consolidated - - 528 - 8 536 0.37% 29 - - - - 29 0.20% - - 158 - 6 164 0.47% Financial assets held to maturity - - - - - - 0.00% Loans to banks 5 - 971 - 2,227 3,203 3.31% Loans to customers 553 4 374 6 446 1,382 0.24% Other assets 9 - 18 - 5 32 0.30% Total assets 596 4 2,049 6 2,692 5,346 0.61% Deposits from banks 135 1 13,506 - 150 13,792 11.11%
- Page 275 and 276: Director; he is a Member of the Boa
- Page 277 and 278: the Management Board of Bank Austri
- Page 279 and 280: Alessandro Profumo Giovanni Belluzz
- Page 281 and 282: Manfred Bischoff Enrico Tommaso Cuc
- Page 283 and 284: Donato Fontanesi Francesco Giacomin
- Page 285 and 286: Marianna Li Calzi Salvatore Ligrest
- Page 287 and 288: Banca SANPAOLO IMI S.p.A. Member of
- Page 289 and 290: Mischek Privatstiftung Member of th
- Page 291 and 292: The members of the Board of Statuto
- Page 293 and 294: Massimo Livatino. Degree in Economi
- Page 295 and 296: CSP Società Consortile a r.l. Chai
- Page 297 and 298: Giuseppe Verrascina Interpump Group
- Page 299 and 300: Eastern Europe. In November 2001 he
- Page 301 and 302: Group and merger with the Capitalia
- Page 303 and 304: Reninvest SA Member of the Board of
- Page 305 and 306: Fondazione Ugo Foscolo (UniCredit &
- Page 307 and 308: - on the Warsaw Stock Exchange in r
- Page 309 and 310: Person Position description Compens
- Page 311 and 312: Person Position description Compens
- Page 313 and 314: Other key management personnel, lis
- Page 315 and 316: Friedrich Kadrnoska Director April
- Page 317 and 318: External Auditors, as well as the s
- Page 319 and 320: - put in place a set of regulations
- Page 321 and 322: 1 shares received in 2009 following
- Page 323 and 324: (c) “Discount Share”: at the en
- Page 325: subsidiaries - direct or indirect -
- Page 329 and 330: customers Other assets 45 - 16 - -
- Page 331 and 332: The following table provides detail
- Page 333 and 334: November 2008 December 2008 January
- Page 335 and 336: 20. FINANCIAL INFORMATION REGARDING
- Page 337 and 338: Balance Sheet In the following tabl
- Page 339 and 340: A. 1. OPERATING ACTIVITIES Operatio
- Page 341 and 342: On April 30, 2009, the ordinary ses
- Page 343 and 344: losses in the matter or, if this pe
- Page 345 and 346: International Industrial Participat
- Page 347 and 348: debited to the plaintiff’s accoun
- Page 349 and 350: Accordingly, the plaintiff requeste
- Page 351 and 352: Zagrebačka maintains that the plai
- Page 353 and 354: In fact, the bank believes it has c
- Page 355 and 356: In the meantime, HVB, which believe
- Page 357 and 358: Madoff In December 2008, Bernard L.
- Page 359 and 360: standards, no provisions were made
- Page 361 and 362: Investigations by the Polish Tax Au
- Page 363 and 364: In addition, BiFin conducted an ins
- Page 365 and 366: 21. ADDITIONAL INFORMATION 21.1. Eq
- Page 367 and 368: The Board of Directors resolved: i)
- Page 369 and 370: medium-term incentive system for Gr
- Page 371 and 372: 09.18.2008 September 16, 2008 6,683
- Page 373 and 374: 01.04.2008 December 31, 2007 6,682,
- Page 375 and 376: 10.02.2006 September 15, 2006 5,218
For that which concerns the information on the related parties, please see the consolidated<br />
financial statements for the years 2006, 2007 and 2008 and part H of the abridged consolidated<br />
financial statement in the scope of the Consolidated Interim Report as at 30 September 2003,<br />
which has a limited influence on the consolidated statement of assets and liabilities of the<br />
Group.<br />
In the first nine months of 2009, the transactions with related parties generated a positive net<br />
liquidity of €3,756.4 million on the operative activity in the scope of the Consolidated Report<br />
going from €14,014.3 million overall net liabilities as at December 31, 2008 to €10,257.9<br />
million as at September 30, 2009.<br />
For that which regards the economic aspect during and in the first nine months of 2009<br />
transactions with affiliates were carried out based on valuations of reciprocal economic benefits<br />
and the conditions to be applied were defined in accordance with substantial criteria of<br />
correctness, in line with the shared goal of creating value for the entire Group. The transactions<br />
in question were usually executed according to the same conditions applied for transactions<br />
executed with independent third parties. The same principle was applied to the rendering of<br />
intra-group services, as well as the principle of charging on a minimal basis for these services,<br />
solely with a view to recovering the respective production costs. Based on that which has been<br />
illustrated above and also bearing in mind the reduced influence of the transactions with<br />
affiliates on the consolidated statement of assets and liabilities, their influence on the economic<br />
performance of the Group is also deemed to have little significance.<br />
The following table summarises the main Related-Party transactions recorded by the Issuer in<br />
the period ended as at September 30, 2009 and in the financial years ended as at December 31,<br />
2008, 2007 and 2006. The tables indicate the assets, liabilities and guarantees and commitments<br />
as at the <strong>Prospectus</strong> Date, divided by financial year and type of Related Party.<br />
September 30, 2009<br />
(thousands of €)<br />
Held for trading<br />
financial assets<br />
Financial assets<br />
designated at<br />
fair value<br />
Available-forsale<br />
financial<br />
assets<br />
Unconsolida<br />
ted<br />
subsidiaries<br />
Unconsolida<br />
ted joint<br />
ventures<br />
Related-Party Transactions<br />
Associates<br />
- 327 -<br />
Key<br />
managem<br />
ent<br />
personnel<br />
Other<br />
related<br />
parties<br />
Total<br />
% on<br />
consolidated<br />
- - 528 - 8 536 0.37%<br />
29 - - - - 29 0.20%<br />
- - 158 - 6 164 0.47%<br />
Financial assets<br />
held to maturity<br />
- - - - - - 0.00%<br />
Loans to banks 5 - 971 - 2,227 3,203 3.31%<br />
Loans to<br />
customers<br />
553 4 374 6 446 1,382 0.24%<br />
Other assets 9 - 18 - 5 32 0.30%<br />
Total assets 596 4 2,049 6 2,692 5,346 0.61%<br />
Deposits from<br />
banks<br />
135 1 13,506 - 150 13,792 11.11%
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