ANNUAL REPORT 2013 BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Contents Privée 5 Banque Edmond de Rothschild S.A. 6 8 11 Message from Benjamin and Ariane de Rothschild Message from Christophe de Backer, Chairman of the Executive Committee Corporate Governance 39 Banque Privée Edmond de Rothschild Group Financial Report 40 Key figures 41 Report of the Directors 46 Report of the statutory auditor 48 Consolidated subsidiaries 52 Consolidation principles 12 Introduction 54 Valuation policies 13 Group structure and shareholders 56 Consolidated balance sheet 15 Capital structure 58 Consolidated profit and loss account 17 Board of Directors 59 Consolidated cash flow statement 26 Executive Committee 60 Notes to the consolidated financial statements 31 Remuneration, profit-sharing and loans 34 Shareholders’ rights 35 Take-overs and defensive measures 36 Independent Auditors 37 Information policy 87 Banque Privée Edmond de Rothschild S.A., Geneva Financial Report 88 Key figures 89 Report of the Directors 94 Report of the statutory auditor 96 Balance sheet 98 Profit and loss account 99 Notes to the financial statements 111 Addresses RAPPORT ANNUEL 2013 | 3 4 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Banque Privée Edmond de Rothschild S.A. 6 8 Message from Benjamin and Ariane de Rothschild Message from Christophe de Backer, Chairman of the Executive Committee ANNUAL REPORT 2013 | 5 Message from Benjamin and Ariane de Rothschild The effects of the 2008 crisis finally appear to be subsiding. The return of growth in the United States, the recovery – albeit still modest – in Europe and the end of deflation and stagnation in Japan are beginning to convince the most developed countries that they can once again be part of the landscape of the future. Unemployment rates, however, remain too high everywhere. The difficulties currently faced by emerging countries, which suffer from inadequate coordination of monetary policies on the global level, serve as a reminder that nothing can be taken for granted. While emerging countries are currently experiencing significant capital outflows due to the gradual tapering of the US Federal Reserve’s bond purchases (a policy shift that is enhancing the appeal of US assets), the drain is also occurring because these countries failed to undertake major structural reforms. If the crisis has taught us one thing, it is that we should capitalise on periods of strong growth to prepare for the future. We must never be fooled by the lure of easy money or the promises of politicians. What holds true for the public sector also holds true for the private sector. A business leader's actions must not focus entirely on the present; they must also be taken in consideration of what will be handed down to future generations. Some countries understand this perfectly. For the first time, early this year we went to Norway, home of the world's largest sovereign wealth fund, with assets totalling nearly USD 900 billion. This is one example. Other countries are preparing for the future by investing heavily in innovation. For our part, we are reflecting on the scope of the changes that are underway. By 2020, there will be 50 billion connected devices in the world! This means six devices per person, from telephones to tablets to computers, or even cars and household appliances. This is not only a momentous change in the way people consume, but also a step towards the advent of a "sharing economy" based on the exchange of knowledge and information. We are already able to perceive the many consequences of this digital revolution, most obviously in the way it has affected our lifestyle and consumption habits. New sectors of activity are appearing, occupations are changing and education is more important than ever. Leadership and power structures must also evolve. The top-down model no longer works today — it is sometimes even unmodern, although the ability 6 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. to take a decision clearly remains a critical and deciding factor in competition. A great deal more could be said about the transformations taking place in the world. But one of the changes that brings the greatest hope is the genuine explosion of the middle class worldwide. Between 2010 and 2020, more than one billion people will join the middle class — by far the largest increase in the history of humanity. In all, over the next thirty years, no less than three billion human beings, on all continents, will become members of the middle class. As a consequence, global growth can still look forward to a bright future. Provided, that is, that stronger balance is achieved through improved economic, financial and monetary cooperation, as well as greater inclusiveness, as deepening inequalities are a major risk factor. This new world is no longer monopolar, bipolar or multipolar. For the first time, it is starting to be "co-run" by all continents, with none dominating the others, but with heightened competition that can sometimes be brutal. The challenges of this new world will be greater than any in the past. Among the growth drivers, infrastructure has always held a particularly important place, but needs in this area have now reached unprecedented levels. We estimate that USD 57 trillion will be needed to finance infrastructure projects worldwide between 2013 and 2030, which is 36% more than for the last 18 years. Aware of this challenge, our Group has launched the BRIDGE initiative, which among other things calls for the creation of an Infrastructure Fund for Europe, expected to ultimately bring in EUR 1 billion. We have plans to create additional infrastructure funds in other regions, most likely this year. With persistently low interest rates, abundant liquidity worldwide, traditional banks' highly cautious approach to lending, the economic recovery and the new needs we have just mentioned, the time has come to build, rebuild and repair ports, airports, roads, bridges, railway lines and transport systems, and to strengthen social and energy infrastructures. These tremendous challenges of our time also led to our Group's decision to invest in projects in Africa and in environmental projects. They prompted our decisions to establish a partnership in Brazil and strengthen our operational platform in Hong Kong, with a view to establishing a presence in continental China, and to explore strategic possibilities in Southeast Asia and the Middle East, and cooperation with sovereign wealth funds. Our Group is undergoing a transformation because the world is changing. And also, and perhaps especially, because our Group just wouldn't be the same if it wasn't constantly vigilant, proactive and forward-thinking. The asset management industry is expected to manage USD 100 trillion in assets by 2020, compared with USD 65 billion today. This is a major opportunity for us and our clients. But as we mentioned previously, it is also an enormous responsibility because the asset managers of tomorrow must be able to make a positive social and environmental impact in order to meet expectations and ensure sustained growth. Benjamin de Rothschild Chairman of the Board of Directors In our Private Banking activity, we want more than ever to be able to offer solutions to our clients. To that end, we will maintain a presence in new regions of this world in flux, so that we can offer greater opportunities to those who have placed their trust in us. We will also be more creative and innovative, and recruit and train new talent. Our recognised expertise in corporate finance, private equity and project management will set us apart. Our family history, the reputation of our Group and the trust of our clients demand this of us. This year, in joining forces under the name of our Group's founder, Edmond de Rothschild, our various entities will pay tribute to his visionary spirit and further unite to face the challenges of the future. For the Edmond de Rothschild Group, 2014 will be marked by the spirit of conquest. Ariane de Rothschild Vice-Chairwoman of the Board of Directors RAPPORT ANNUEL 2013 | 7 Message from the Executive Committee Chairman Confidence, sorely lacking in 2012, was the key to recovery in 2013. Thanks to concerted action on the part of Western policy-makers, and especially by central banks, confidence has been restored and risk aversion has at the same time been reversed. Fuelled by the US economy, improved economic fundamentals have triggered the comeback of developed countries. In contrast, emerging countries are now cause for concern and, as international liquidity begins to contract, international flows are heading towards Europe and the US. Although debt levels remain high in the Western world, interest rates and the economy are supported by the central banks, particularly the European Central Bank, whose determination bolstered its credibility at the peak of the crisis. 2013 perhaps marked the beginning of the end of a crisis that has shaken the system's very foundations. We still have a long way to go but, while growth remains hesitant in Europe and France, stock markets have performed very well. Ideally positioned since the end of 2012 in European assets, the Edmond de Rothschild Group was rewarded for its strong convictions in both private banking and asset management. Our Group's ever-loyal clients, who share our values and commitment, made the right decision in placing their trust in us. Nevertheless, last year confirmed our assessment: despite signs of recovery and a rally in equities, the crisis is not over in Europe and emerging countries remain a source of concern. Now more than ever, tomorrow's winners will be those who successfully adapt to an all-new state of affairs. additions of London and Hong Kong, whose teams will gradually be strengthened. This ambitious goal is backed by the strengths of the Edmond de Rothschild Group model, which combines a unique approach to Private Banking and Asset Management with a strong brand that stands for excellence, long-term accompaniment and values passed down from generation to generation. Reflecting the strength of our project, many talented new figures have joined our teams. With their diverse backgrounds, these individuals all bring a strong innovative culture and an international perspective to our businesses. A robust performance for Asset Management In 2013, less risk aversion gave a leg up to equity and convertible bond markets. By taking advantage of favourable market conditions, our Asset Management division performed remarkably well. Our funds strongly outpaced their benchmarks thanks to conviction-based management and high-quality stock-picking. In both France and abroad, the significant increase in new assets under management reflects client confidence. Asset Management's performance bears witness to the fact that our evolution as a Group does not come at the cost of performance, which remains our top priority. On the contrary, the changes we have made are designed to ensure that we can sustain our performance in the long term and they would not have been possible without the talent and on-going commitment of our teams. A clear ambition for our Group Convinced of the need to change tack in order to continue moving forward, we have adapted our model and organisational structure. Ariane and Benjamin de Rothschild's roadmap for the Group is absolutely clear: our goal is to set the standard among independent wealth management firms. We share a vision of a unified and truly international Group, with CHF 157 billion in assets under management. Focusing on our two core businesses, Asset Management and Private Banking, our Group aims to serve the world's most demanding private and institutional clients through five major hubs: Paris, Geneva, Luxembourg and the new 8 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Strong international growth Our Group's development also depends on our proactive and controlled international expansion. We have bolstered our presence in Hong Kong through a series of hirings. As a leading financial centre and gateway to the Asian markets, Hong Kong is now a major platform for our Group. We have also reinforced our presence in London. We created our Private Merchant Bank business to provide our clientele of international entrepreneurs with solutions that are tailored to the specific professional and financial issues they face. A new team was set up for this purpose and new offices were inaugurated at 4 Carlton Gardens. These changes were essential and are already proving fruitful. Nevertheless, we will continue to ensure that they do not adversely affect the key factors that set us apart, and we will make sure that they match and conform to our corporate DNA, particularly in Private Banking. A successful Private Banking model for entrepreneurs While most financial institutions see Private Banking as an extension of their retail banking business, we are more attentive than ever to the specific challenges faced by families and entrepreneurs – for the simple reason that our Bank is itself a family-owned company that has achieved enduring success. Our focus in Private Banking on close-knit relationships with clients is driven by two mutually reinforcing factors: our international and regional presence and the development of our corporate advisory services. With this, we give leaders of family-owned businesses access to comprehensive, fullservice solutions that transcend borders. We can be proud of the strength of this approach and the long-term bonds of trust that we have built with clients, allowing us again this year to bring in substantial new assets under management. Innovation at the heart of our offering Our Group also boasts a recognised capacity for innovation. One example of this is our Fonds Stratégique de Participations (Strategic Equity Fund), which made its first investments in 2013. In a complex regulatory environment, we have provided a solution for the French economy and the balance sheet issues faced by several major insurance firms. We are building on this momentum with the launch of our infrastructure fund, which caters to the substantial need for long-term infrastructure financing in Europe. Our project funds activity, particularly in Africa, and our private equity funds also reflect our commitment to innovation, as they aim to put finance to work for the real economy. Prospects for 2014 This year we intend to use our Group's new organisational structure to our best advantage and take our strategy to the next level. In this regard, we will continue to adapt our asset management business. It is important for us as a Group to make our presence known among major international institutional clients. Their requirements are demanding and their asset allocation strategy is particularly sophisticated. Making ourselves known to them is a legitimate goal for our Group. To that end, we will progressively rethink our range of flagship funds in order to focus on increasing the number of funds that have more than a billion euros in assets under management, beyond the four we currently manage. It is also imperative for us to align our legal and regulatory engineering activities with the highest global standards. In Private Banking, we will continue to position ourselves as the bank of choice for entrepreneurs. Our approach is now particularly adapted to business owners. We will continue to devote all the time necessary to gain an in-depth understanding of the problems they face, which are intrinsically complex because they involve a variety of familial, financial and professional factors. We are capable of handling the full spectrum of business development, wealth planning, business transfer and M&A issues. Our goal is to be the natural choice for tailored-made solutions for entrepreneurs in Europe and abroad. We look to 2014 with optimism. Backed by the vision and determined support of Ariane and Benjamin de Rothschild, our strategic objective is clear and our teams are at the ready. Over the course of our Group's evolution, we have been careful to establish close-knit ties with our clients and maintain deep, long-lasting relationships. Of all the performance indicators, this year client confidence will once again be the most important. Christophe de Backer RAPPORT ANNUEL 2013 | 9 10 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Corporate Governance 12 13 15 17 26 Introduction Group structure and shareholders Capital structure Board of Directors Executive Committee 31 34 35 36 37 Remuneration, profit-sharing and loans Shareholders’ rights Take-overs and defensive measures Independent Auditors Information policy RAPPORT ANNUEL 2013 | 11 Corporate Governance Introduction On 25 March 2002, the Federation of Swiss Business published a Swiss Code of Best Practice containing standards for corporate governance. These standards are meant as recommendations, not as legally enforceable rules, and they primarily concern publicly traded Swiss companies. The current Guidelines on Corporate Governance (the “Guidelines”) issued by SIX Swiss Exchange (“SIX”) on 29 October 2008 became effective 1 July 2009. They state when and how matters involving corporate governance should be reported, based on art. 8 of Switzerland’s Stock Exchanges and Securities Trading Act (SESTA) and articles 16 and 49 et seq of SIX’s Listing Regulations. The Guidelines mainly apply to issuers incorporated in Switzerland whose equity securities are traded on SIX. The major concerns underlying these “codes of conduct” are to limit economic risks, safeguard companies’ reputations and promote responsibility. Corporate governance is anchored in a set of principles designed to protect shareholders by ensuring transparency, the issuance of clear information and a balance at the highest level between the company’s executives, on the one hand, and its owners, on the other. At the same time, these principles uphold decision-making power and efficiency. The main information required by the SIX Guidelines that came into force on 1 July 2009 is disclosed in the following pages. There are also cross-references to items included elsewhere in this report, our Bank’s Articles of Association and Bylaws, which can be found on the Bank’s website: www.edmondde-rothschild.ch / About Us / Investor Relations – Legal Documents. 12 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 1. Group structure and shareholders 1.1. Group structure 1.1.1. Presentation of the Group’s operating structure Board of Directors Executive Committee 4) Internal Audit Chairman Chairman and Chief Executive Officer Senior Vice-Presidents Baron Benjamin de Rothschild Christophe de Backer François Maendly Maurice Moser Vice-Chairwoman Baroness Benjamin de Rothschild Deputy Chief Executive Officers Secretary Manuel Leuthold Vice-Chairman; Deputy Chief Executive Officer Jean Laurent-Bellue Members Luc J. Argand Veit de Maddalena 1) Rajna Gibson Brandon François Hottinger Klaus Jenny Claude Messulam 2) Maurice Monbaron 3) Jacques-André Reymond E. Trevor Salathé Hervé de Montlivault 5) Deputy Chief Executive Officer in charge of Private Banking Members Yves Aeschlimann 5) Chief Compliance Officer Audit Committee Chairman Klaus Jenny Vice-Chairman Jacques-André Reymond Members Rajna Gibson Brandon 3) Jean Laurent-Bellue E. Trevor Salathé Frédéric Binggeli Private Banking Desk Manager Alexandre Col Head of Asset Management Pay and Promotions Committee Martin Leuthold 6) Chief Financial Officer Chairwoman More information on the Board of Directors and Executive Committee can be found on pp. 17-30 of this report. Baroness Benjamin de Rothschild Secretary Jean Laurent-Bellue Members Luc J. Argand Klaus Jenny E. Trevor Salathé Independent Auditor PricewaterhouseCoopers SA 1) = until 29 April 2014 = until 11 June 2013 3) = from 26 April 2013 4) = Executive Committee as it existed from 17 April 2013. Prior to this date, the Executive 2) Committee was composed of the following members: Christophe de Backer (Chairman), Manuel Leuthold (Vice-Chairman), Luc Baatard, Frédéric Binggeli, Alexandre Col, Martin Leuthold, Michel Lusa, Bernard Schaub. 5) = from 17 April 2013 = until 31 December 2013. From 1 January 2014 Cynthia Tobiano will take over as Chief Financial Officer and member of the Executive Committee. 6) RAPPORT ANNUEL 2013 | 13 1.1.2./1.1.3. Group legal structure The fully consolidated entities of the Banque Privée Edmond de Rothschild Group are listed on pp. 48-51 of this report. 1.2. Major shareholders importants Major shareholders (at 31.12.2013) Par value Percentage of share capital (in CHF ‘000) (in %) (in %) 36'650,0 81,4 86,9 3'800,0 8,4 9,4 Edmond de Rothschild Holding S.A. (1) Rothschild Holding AG, Zurich (2) Percentage of voting rights (1) The entire share capital of Edmond de Rothschild Holding SA is directly or SAS, Paris; 16) Philippe de Nicolay, Paris; 17) Olivier Pécoux, Paris; 18) indirectly controlled by members of the de Rothschild familiy. 17% of the François Henrot, Paris; 19) Compagnie Financière Martin-Maurel SA, company’s share capital (representing 6.77% of voting rights) is owned by Marseille; 20) Eranda Foundation, UK; 21) PO Gestion SAS, Paris; 22) PO Baroness Edmond de Rothschild and 66.33% (representing 89.84% of Commandité SAS, Paris (together persons/entities 1), 2), 3), 6), 8), 9) and voting rights) by Baron Benjamin de Rothschild. The financial statements of 13) to 22) represent the “PO-Group”); Rothschild Holding AG, Zurich owns Edmond de Rothschild Holding SA are available on request in writing to the 20,000 registered shares and 3,598 bearer shares of Banque Privée company (PO Box 5254, 1211 Geneva 11). Edmond de Rothschild SA, Geneva, representing 8.4% of the total share capital and 9.4% of voting rights. (2) Rothschild Holding AG, Zurich is owned by 1) Eric de Rothschild, Paris; 2) David de Rothschild, Paris; 3) Alexandre de Rothschild, Paris; 4) RCSAS Group owns a controlling interest in Rothschild Concordia SAS, Paris. Stéphanie Lifford de Buffévent, Paris; 5) Louise de Rothschild, Paris; 6) The PO Group controls Paris Orléans SCA, which in turn controls Concordia Financière de Tournon SAS, Paris; 7) Financière de Reux SAS, Paris; 8) Holding Sàrl, Paris. Concordia Holding Sàrl controls Rothschild Concordia AG, Béro SCA, Paris; 9) Ponthieu Rabelais SAS, Paris; 10) Integritas BV, Zug, which in turn owns a controlling stake in Rothschilds Continuation Amsterdam; 11) Rothschild Trust (Schweiz) AG, Zurich; 12) AYRE Holdings AG, Zug. Rothschilds Continuation Holdings AG controls Rothschild Corporation (1972) Limited, Amsterdam; 13) Edouard de Rothschild, Paris; Holding AG, Zurich, which owns a direct holding in Banque Privée Edmond 14) Holding Financier Jean Goujon SAS Paris; 15) Rothschild Concordia de Rothschild SA, Geneva. Number of shares owned 1.3. Cross-holdings (at 31.12.2013) Percentage of share capital Percentage of voting rights (in %) (in %) 12,0 11,6 Cross-holdings Rothschild Holding AG, Zürich 14 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 10'161,0 2. Capital structure Par value 2.1. Share capital Number of shares (in CHF ‘000) Capital ranking for dividend (in CHF ‘000) Share capital Fully paid registered shares at CHF 100.– par value 20'000 200'000 20'000 Fully paid bearer shares at CHF 500.– par value 25'000 50'000 25'000 Total share capital 45'000 2.2. Specific indications regarding authorised and contingent capital Banque Privée Edmond de Rothschild S.A. has no authorised or contingent capital. 2013 2.3. Changes in share capital 2012 2011 2010 20'000 20'000 (in CHF ‘000) Share capital Fully paid registered shares with a par value of CHF 100.– 20'000 20'000 Fully paid bearer shares with a par value of CHF 500.– 25'000 25'000 25'000 25'000 Total share capital 45'000 45'000 45'000 45'000 2.4. Shares and non-voting certificates The 200,000 unlisted registered shares with a par value of CHF 100 and the 50,000 bearer shares with a par value of CHF 500 listed on the SIX (stock market capitalisation on 31.12.2013: CHF 1.173 billion; ISIN: CH0001347498; Swiss security number: 134749TK) confer the same entitlements in proportion to their par value, in accordance with art. 7 para. 2 and 3 of our articles of incorporation. The registered and bearer shares are fully paid up. Under art. 6 para. 5 and 6 of the articles of incorporation, the restricted registered shares confer preferential membership rights: each share, regardless of its par value (art. 15 para. 1), entitles the owner to one vote at the Annual General Meeting. Again in respect of membership rights, art. 18 para. 3 of the Articles of Association provides that each group of shareholders (i.e. the owners of bearer or registered shares) may demand to be represented on the Board of Directors by at least one member of its choice. RAPPORT ANNUEL 2013 | 15 2.5. Dividend-right certificates Banque Privée Edmond de Rothschild SA has not issued any dividend-right certificates. 2.6. Transferability restrictions and registration of nominees 2.6.1. Transferability restrictions and provisions governing dispensations In order for an owner or usufructuary of registered shares to exercise the voting rights and other rights accruing to him, he must first be accepted as a shareholder by the Board of Directors and have his name entered in the Bank’s share register (art.6 para.4 of the Articles of Association). Under art. 6 para. 5 of the Articles of Association, the Board of Directors may refuse the transfer of title to or use of registered shares on valid grounds, having due regard for either the corporate purpose or the Bank’s desire to preserve its financial independence and, in particular, its family character. 2.6.2. Grounds for granting dispensations during the reporting year No dispensations were granted in 2013 and none were requested. 2.6.3. Eligibility of nominees There is no provision for dispensations from the rules governing nominees referred to in item 2.6.1. above (art. 6 of the Articles of Association). 2.6.4. Procedure and conditions for lifting transferability restrictions Any amendment to the provisions of the articles of Association relating to registered share transferability restrictions (art. 6 of the Articles of Association) must be approved by a two-thirds majority of the votes represented at the Annual General Meeting and by an absolute majority of the par value of the shares represented (art. 15 para. 6 of the Articles of Association and art. 704 para. 1 of the Swiss Code of Obligations). 16 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 2.7. Convertible bonds and options Banque Privée Edmond de Rothschild SA has not issued any convertible bonds or options. 3. Board of Directors 3.1. Members of the Board of Directors The Board of Directors is made up of 11 1) members, who in accordance with industry practice do not exercise an executive function within the Bank. Notwithstanding this, some of them do exercise managerial duties within the Group, or did so in the past. Baron Benjamin de Rothschild Baroness Benjamin de Rothschild Chairman, French, 1963 Vice-Chairwoman, French, 1965 Education / training Education/training 1984 1984 1988 1990 Master in Business and Management, Peperdine University, California (US) Career summary 1985 1985-1987 BP, London LCF Rothschild Group, Geneva and Paris (now the Edmond de Rothschild Group) 1989 Fondation de la Compagnie Benjamin de Rothschild – Chairman A-levels, Kinshasa (Zaïre) – Nantes Academy BBA in Finance, Pace University, New York MBA in Financial Management, Pace University, New York Career summary 1988-1990 Financial analyst, then currency dealer at Société Générale, Australia and New York 1990-1995 Currency dealer at AIG, New York. Helped launch Paris subsidiary and developed business in Europe Present duties Directorships Since 1997 Chairwoman of: Chairman of the Edmond de Rothschild Group Directorships Chairman of: — Edmond de Rothschild Holding S.A. (Switzerland) — Holding Benjamin et Edmond de Rothschild, Pregny S.A. (Switzerland) — Banque Privée Edmond de Rothschild S.A. (Switzerland) — Banque Privée Edmond de Rothschild Europe (Luxembourg) — La Compagnie Benjamin de Rothschild S.A. (Switzerland) — The Caesarea Edmond Benjamin de Rothschild Development Corporation Ltd (Israel) — The Edmond de Rothschild Foundation (USA) — Edmond de Rothschild S.A. President of: — La Compagnie Fermière Benjamin et Edmond de Rothschild S.A. — La Compagnie Vinicole Baron Edmond de Rothschild S.A. — Rothschild Continuation Holdings A.G. (Switzerland) — La Compagnie Générale Immobilière de France (Cogifrance) — EBR Ventures Chairman of the Supervisory Board of Société Française des Hôtels de — EDR Communication — Administration et Gestion SA Vice-Chairwoman of: — — — Edmond de Rothschild S.A. Banque Privée Edmond de Rothschild S.A. (Switzerland) Banque Privée Edmond de Rothschild Europe (Luxembourg) — OPEJ Vice-Chairwoman of the Supervisory Board of Société Française des Hôtels de Montagne (S.F.H.M.) Honorary Vice-Chairwoman of RIT Capital Partners (London) Director of: — Edmond de Rothschild Holding S.A. (Switzerland) — Holding Benjamin et Edmond de Rothschild, Pregny S.A. (Switzerland) — Baron et Baronne Associés (holding company of SCBA Société Champenoise des Barons Associés) — LCFR Banque (Paris) Member of Supervisory Board of:: Montagne (SFHM) — SIACI Saint-Honoré — Milestone Member of the Supervisory Board of Les Domaines Barons de Rothschild (Lafite) 1) = at 31 December 2013 RAPPORT ANNUEL 2013 | 17 Jean Laurent-Bellue Luc J. Argand Secretary, French, 1951 Member, Swiss, 1948 Education / training Education / training 1974 1975 1977 1968 1968-1972 1972 1972-1974 1974 1976 Institut d’Etudes Politiques de Paris Licences in Literature and Law MBA from the Hautes Etudes Commerciales Career summary 1978-1980 1980-1987 Executive with the Compagnie du Midi Group Institut de Développement Industriel (IDI), first as a budget controller and later in charge of marshalling equity 1987-1999 Executive Board of CFF - 1994-1998: in charge of corporate finance in Paris and London (Charterhouse Bank) - 1998-1999: responsible for private equity in Paris and London (Charterhouse Development Capital) Member of the Executive Board of Crédit Lyonnais Group LCF Edmond de Rothschild Group (now Edmond de Rothschild Group) as a member of the Executive Board of La Compagnie Financière Edmond de Rothschild Banque and Chairman of the Executive Board of Edmond de Rothschild Corporate Finance Secretary-General of the Executive Board of Compagnie Financière Saint Honoré and Chairman of the Board of Directors of Edmond de Rothschild Corporate Finance Present duties Group Secretary-General at Edmond de Rothschild Holding SA, Geneva Member of the Boards of Directors of Banque Privée Edmond de Rothschild SA, Geneva and CFSH, Paris Autres mandats Director and member of the Supervisory Board of KPMG Associés Since 2005 Director and member of the Supervisory Board of KPMG SA and KPMG Associés (SA) Since 2008 Member of the Supervisory Board of Edmond de Rothschild Private Equity Partners 18 | Admitted to the Geneva Bar MBA, INSEAD 1977-1981 - 1993: Central Manager and a member of the Since 1999 Articled at Antoine Hafner Solicitors Career summary et Present duties investments Since Jan. 2011 LLM, University of Geneva Various duties with the Crédit Commercial de France - 1987-1999: CEO of Nobel, in charge of 2009-2011 University of Geneva investments and managing the portfolio of holdings Group relating to corporate finance and private equity: 2000-2004 2004 Diploma in Classical Studies, Collège Calvin (Geneva) BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Trained at La Compagnie Financière Benjamin & Edmond de Rothschild; Goldman Sachs, New York; NMR, London Worked for Banque Privée Edmond de Rothschild SA, Geneva 1982-present Partner of Pfyffer & Associés Solicitors, Geneva Since 1986 Director of Banque Morval SA, Geneva 1993-present Director of Banque Privée Edmond de Rothschild SA Geneva 1996-1998 President of the Geneva Bar Association Director of Compagnie Benjamin de Rothschild SA Genève Director of Holding Benjamin et Edmond de Rothschild SA, Pregny SA (Switzerland) 1996-1998 President of the Geneva Bar Association 1990-present Arbitrator for the Court of Arbitration for Sport, Lausanne 1998-2007 Member of the Geneva Magistrates’ Upper Council 2004-present Member of the Geneva Notaries’ Supervisory Commission 2005-2011 President of the Geneva Auto Show Since 2007 Director of Banque Syz & Co SA, Geneva Veit de Maddalena 1) Member, Swiss, 1967 Education / training 1988-1994 University of Bern 1998-1999 licentiatus rerum politicarum – Business Administration London Business School, London Master’s in Science and Finance Academic experience 1991-2000 1993-1997 Credit Switzerland, Chiasso – Assistant to the Regional Manager 1996 1997-1998 1999-2002 Credit Switzerland (Monaco) SAM, Monaco – Chairman and CEAO Member of Credit Suisse Private Banking Market Group 2 2003-2006 Director and Assistant Director of the National Centre of Competence in Research, Financial Valuation and Risk Management (FINRISK) Since 2006 Since 2008 Research Director at the Swiss Finance Institute (SFI) Professor of Finance at the University of Geneva and Chairholder at the Swiss Finance Institute Since 2009 Director of Finance Research Institute, University of Geneva Credit Switzerland Private Banking, Londres – Head of Client Management Professor of Finance at the Swiss Banking Institute, University of Zurich Since 2001 Credit Switzerland Private Banking, Lugano – Assistant to a member of the Executive Committee, CSPB Director of the Master’s programme in Banking and Finance at HEC, University of Lausanne 2000-2008 Career summary 1994-1995 Professor of finance at HEC, University of Lausanne Regulatory bodies 1995-1996 1997-2004 Member of the Swiss Takeovers Board Member of the Swiss Federal Banking Commission Management Committee Directorship Credit Suisse Trust Group – Chairman and CEO Since 2000 Member of Swiss Re Member of the international Private Banking Management Committee 2006-2007 Rothschild Bank AG, Zürich – Chairman and CEO Present duties François Hottinger Since 2008 Rothschild Wealth Management & Trust CEO and member of Member, Swiss, 1943 the Group Management Committee Education / training Directorships Banque Privée Edmond de Rothschild S.A. Charles Rodolphe Brupbacher Foundation 1965 French Banking Association courses at the Sorbonne 1966-1967 1967-1968 Trained at BNP (ex BNCI), Paris INSEAD Advisory Council Trained in the commercial banking department of Banque Hottinguer & Cie, Paris Chairman of Rothschild Private Trust Holding AG 1968 Trained at Baring Bros, London Career summary Rajna Gibson Brandon 1969-1992 1975-1990 1992-2008 Managing partner of Banque Hottinger & Cie, Zurich Managing partner of Banque Hottinguer & Cie, Paris Managing partner of J.F.E. Hottinger & Co, Zurich Member, Swiss, 1962 Present duties Education / training Since 1970 1982 Licence in Commercial and Industrial Sciences (Business administration), University of Geneva 1987 PhD, summa cum laude, Economic and Social Sciences (Specialization in Finance), University of Geneva 1) Since 1992 = until 29 April 2014 Since 1992 Since 1995 Director of Banque Privée Edmond de Rothschild SA, Geneva Director of Hottinguer Corporate Finance SA, Paris (formerly Jean-Philippe Hottinguer & Cie, Corporate Finance SA, Paris) Director of Messieurs Hottinguer Gestion Privée SA, Paris (formerly Jean-Philippe Hottinguer & Cie, Gestion Privée SA, Paris) Director of Bolux Sicav, Luxembourg RAPPORT ANNUEL 2013 | 19 Since 1998 Since 2009 Chairman of the supervisory board of Banque Hottinguer, Paris (formerly Banque Jean-Philippe Hottinguer & Cie, Paris) Partner of JCE Hottinger & Co, Zurich Maurice Monbaron Member, Swiss, 1946 Education / training 1965 1965-1966 1968 Klaus Jenny 1972 Member, Swiss, 1942 Education / training 1967 Diploma from the Neuchâtel Business School Sales representative for Montres Cortébert, Biel Baccalauréat in Commerce, Collège de Fribourg Licence in Management Studies (HEC), University of Lausanne Career summary M. Sc. in Economics (major in banking), University of Saint Gallen) 1973 1975 1986 2) 1972-1988 and commercial banking employee in Zurich, Ph. D. in Economics, University of Saint Gallen) Deputy to Geneva Branch Manager, Basel Branch LLM, Glaris Canton Program for Senior Executives, Massachusetts Institute of Technology Career summary Manager, Geneva Branch Manager 1988-1990 Deputy CEO of TDB American Express Bank, Geneva and a member of the Executive Board 1990-2005 1972 à 1998 Credit Suisse / Credit Suisse Group from 1987 Member of the Executive Board Member of the Executive Board Committee Member Executive Board of Credit Suisse Group CEO of Credit Suisse Private Banking Since 1999 Self-employed financial consultant for companies, institutions and private clients American Express Bank (Switzerland) AG, credit analyst Crédit Lyonnais (Switzerland) SA, Deputy CEO and from 1992 CEO. From 1996, Head of International Private Banking for the Crédit Lyonnais Group Present duties Since 2005 Vice-Chairman of the Board of Directors of Crédit Agricole (Switzerland) SA Since 2009 Vice-Chairman of the Board of Directors of the International Centre for Monetary and Banking Studies, Geneva Directorships Since 2000 Since 2001 Since 2009 Since 2009 Since 2010 Maus Frères SA Téléverbier SA Since 2013 Geneva Assivalor SA Trade associations Edmond de Rothschild Holding SA 1992-2013 2002-2011 Board Lombard Odier SCA Claude Messulam Director of the Association of Foreign Banks in Switzerland and, since 2006, Vice-Chairman of the assignments for boards of charitable foundations) Member of the Supervisory Board Director of the France-Swiss Chamber of Commerce and lndustry and, since 2008, Chairman of the Board Banque Privée Edmond de Rothschild SA (Various other directorships for smaller companies and Since 2014 Director of Banque Privée Edmond de Rothschild SA, 2006-2011 Director of the Swiss Bankers Association 1) Member, Swiss, 1951 1) = office held until 11 June 2013 His resumé can be found in previous annual reports on the Bank’s website www.edmond-de-rothschild.ch, under About Us / Library / Annual Reports 2) 20 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. = Since 26 April 2013 Jacques-André Reymond E. Trevor Salathé Member, Swiss, 1937 Member, Swiss and British, 1925 Education / training Education / training 1959 1962 1963 Master’s in Commerce, University of Geneva 1946 1948 Degree from the Institute of Comparative Law, New York Career summary, present duties and directorships LLM, University of Geneva University 1966 1973 Admitted to the Geneva Bar Ph. D. in Law, University of Geneva Career summary 1964-1965 1965-1966 1966-1968 1968-1996 Articled at Shearman & Sterling, New York Articled at Helg, Picot, Grandjean, Geneva Worked for Lenz Solicitors Worked for and in 1972 became a partner of Sandoz, Mayor, Moreillon & Reymond Solicitors 1974-1998 Professor of commercial and tax law at the Faculty of Law, University of Geneva, Dean from 1989 to 1993 Present duties 1946–1948 LLM, University of Geneva Admitted to the Geneva Bar Trainee with Martin Achard et Haissly, a Geneva law firm 1949–1953 1954–1959 1959–2000 Practising attorney in Geneva Executive Assistant, Société Bancaire de Genève Managing Director of Banque Privée SA devenue Banque Privée Edmond de Rothschild SA, Geneva Current directorships Edmond de Rothschild Holding SA, Geneva Banque Privée Edmond de Rothschild SA, Geneva La Compagnie Benjamin de Rothschild SA, Geneva Banca Privata Edmond de Rothschild Lugano SA Banque Privée Edmond de Rothschild Europe, Luxembourg Solicitor, honorary professor at the University of Geneva, Banque de Gestion Edmond de Rothschild, Monaco member of the Board of Directors of Banque Privée Edmond de Rothschild Gestion, SAM, Monaco Edmond de Rothschild SA, member of the Board of Directors of Edmond de Rothschild Holding SA, and Vice-Chairman of the Audit Committee of Banque Privée Edmond de Rothschild SA None of the Directors had a close business relationship with Banque Privée Edmond de Rothschild SA or with a Group company. RAPPORT ANNUEL 2013 | 21 3.2. Other activities and vested interests 3.4. Organisational structure Luc J. Argand is Chairman of the Geneva Notaries’ Supervisory Commission. Board of Directors 3.3. Election and terms of the Directors 1. In addition to its wealth management and securities dealing core business, the Bank operates as the parent company of a banking and financial group as defined in Swiss legislation and rules on banking. As a result, the duties and powers of the Bank’s governing bodies have increased (art. 2.1. of the Bylaws); Under the present Articles of Association, the Directors are elected for three-year terms until they reach the age of 70 during the calendar year when their term ends. Thereafter they may be elected for one-year terms. The average age of the Directors presently stands at 63. The Ordinance against Excessive Pay in Listed Companies (OEPLC), adopted on 20 November 2013, comes into force on 1 January 2014. As a consequence, from 2014 onwards the General Meeting will elect the Directors individually, regardless of their age, for one-year terms ending at the close of the next General Meeting. Directors may however be reelected. The following table provides details of the length of Board members’ current terms: Directors Member of the Board Term ends since 1) Baron Benjamin de Rothschild 1985 2015 Baroness Benjamin de Rothschild 2009 2015 * M. Jean Laurent-Bellue 2011 2014 * M. Luc J. Argand 1993 2014 * Mme Rajna Gibson Brandon 2012 2015 * M. François Hottinger 1969 2014 * M. Klaus Jenny 2010 2014 * M. Veit de Maddalena 2009 2015 * M. Maurice Monbaron 2013 2016 * M. Jacques-André Reymond 1996 2014 * M. E. Trevor Salathé 1959 2014 * Fulfil the independence requirements provided in FINMA circular 08/24 “Supervision and internal control - banks”. 1) = The dates below are those decided at the last General Meeting in accordance with the provisions prevailing at the time. Under the OEPLC all the Directors will have to be formally re-elected by the General Meeting on 29 April 2014 for a one-year term, regardless of the present length of their term of office. 22 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. The current version of the Bank’s Bylaws provide inter alia as follows: 2. The Bylaws state the required level of skills, experience, diligence, availability, loyalty and independence for each governing body (art. 1.4., 3 and 4 of the Bylaws); 3. The Bank points out that the members of its governing bodies must organise their personal and work relationships so as to avoid as much as possible any conflict of interests with the Bank and the banking and financial group of which it is the parent company (art. 3.1.1.7., 3.2.1.6., 3.3.1.6. and 3.4.1.5 of the Bylaws); 4. Both for itself and for the banking and financial group of which it is the parent company, the Bank broadens the duties and reinforces the powers of the Audit Committee (art. 3.3.2. of the Bylaws) and the Internal Auditors (art. 4 of the Bylaws), as well as of the Compliance Office and Risk Management Department (art. 3.1.2. of the Bylaws); 5. The Bank consolidates the systems used for internal monitoring, information management, reporting (art. 3.4.2. of the Bylaws) and risk management (art. 3.1.2 of the Bylaws); 6. Finally, in a document appended to the Bylaws the Bank’s Board of Directors sets out its policy in detail regarding counterparty, market, reputational and operating risks (art. 5 and 8 of the Bylaws). The Board of Directors, made up of 11 members, is chaired by Baron Benjamin de Rothschild. Since 26 April 2012, Baroness Benjamin de Rothschild and Jean Laurent-Bellue respectively hold the offices of Vice-Chairman and Secretary. The Board of Directors operates as a collegial body. Resolutions are passed by an absolute majority of the directors present and in the event of a tie, the Chairman has the casting vote. In special circumstances Board resolutions may be passed by circular as prescribed in the Bylaws. Committees In accordance with the Bank’s Articles of Association and Bylaws, the Board of Directors is empowered to set up supervisory committees composed of its members. It has created an Audit Committee and a Pay and Promotions Committee. In 2013 the Board of Directors met six times. On average, meetings of the Board of Directors last half a day. The work of the Board of Directors is based on agendas drawn up by its Secretary and by the Chairman of the Executive Committee (see section 3.6 below). Minutes are taken at the meetings of the Board of Directors and the Board Committee; they are duly numbered and signed jointly by the Chairman and Secretary. Each meeting follows a standing agenda that includes the following items: 1. reading and approval of the minutes of the previous meeting; 2. a report by the Chairman of the Board of Directors; 3. finances; 4. a report by the Chief Executive Officer (CEO); 5. comments by independent Directors; 6. a report by the Chief Operating Officer (COO); 7. reports by the Internal Auditors; 8. any other business. E. Trevor Salathé) to form the Audit Committee. François Maendly, Chief Internal Auditor, was appointed non-member Secretary. Most of these members meet the requirements regarding independence and all have the necessary skills and experience. Pay and Promotions Committee Under the Bylaws the Board of Directors has set up a Pay and Promotions Committee composed of at least three members, all of whom must be Directors. Its main job will be to establish guidelines on remuneration in general and approve the salaries and bonuses of the Bank’s staff and Executive Committee as proposed by the relevant bodies. The Pay Committee will also be responsible for preliminarily advising the Board of Directors on the appointment and removal of members of the Executive Committee and the Board of Directors and persons in charge of managing and representing the Bank. The Board of Directors has appointed five of its members to form the Pay Committee: Baroness Benjamin de Rothschild (Chairwoman), Jean Laurent-Bellue (Secretary), Luc J. Argand, Klaus Jenny and E. Trevor Salathé. This Committee holds meetings at least twice a year and in 2013 met three times. In view of the OEPLC, which comes into force on 1 January 2014, the Pay and Promotions Committee will be divided into two separate bodies: a Promotions Committee and a Pay Committee which meets the requirements of the OEPLC and whose powers will be set out in the Articles of Association. The preparatory, advisory and decision-making powers of the aforementioned Committees appear in the Bylaws and the Articles of Association. Audit Committee Under the Bylaws the Board of Directors has delegated part of its powers to an Audit Committee made up of at least three Board members. Their powers primarily include acting as a liaison unit between the Independent Auditors and the Board of Directors and supervising the activities of the Internal Auditors, the Compliance Office and the Risk Management Department. The Board has appointed five of its members (Klaus Jenny as Chairman, Jacques-André Reymond as ViceChairman, Rajna Gibson-Brandon 1), Jean Laurent-Bellue and 1) = Since 26 April 2013 RAPPORT ANNUEL 2013 | 23 3.5. Powers The Board of Directors is the Bank’s highest governing body and is responsible for supervising and monitoring its operations. Under the statutes and the Articles of Association (art. 22), it has the widest powers of oversight as regards how the Bank’s business is managed. Aided by its committees, it sets the general strategy of the Bank and Group. It lays down the principles pertaining to organisation, management and control and ensures that they are applied. It supervises on a consolidated basis all the Swiss and foreign entities that together comprise the Banque Privée Edmond de Rothschild Group. The Board of Directors has delegated oversight of the Bank’s day-to-day business to the Executive Committee (see section 4 below). The Board of Directors has no official terms of reference. Its powers and those of its Committees are clearly delineated in the Bank’s Articles of Association and Bylaws (www.edmondde-rothschild.ch, About Us/Investor Relations/ Legal Documents), which will be amended in 2014 to meet the requirements of the OEPLC. 3.6. Information and control instruments Description of reporting by the Executive Committee At each meeting of the Board of Directors, the Chief Executive Officer and/or the Deputy Chief Executive Officers report on the major decisions taken by the Executive Committee and on the operations dealt with, presenting those matters that fall within the jurisdiction of the Board of Directors. However, the Chief Executive Officer and his Deputies may only participate in Board meetings in an advisory capacity. To help them perform their oversight obligations, at each meeting the members of the Board of Directors are given among other documents a progress report, the summarised monthly accounts of the various Group entities comparing actual business performance with the budget and, finally, a list of the Group’s financial investments and holdings. At meetings the Board members also receive a quarterly report on risks noting, inter alia: the level of shareholders’ equity; major risks, if any; market, interest rate and counterparty risks in the banking industry; the level of cash reserves; and risks of a legal and reputational nature. 24 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. The Board of Directors has also put facilities in place that are designed to monitor and supervise management at the Group level. These facilities are outlined on pp. 64 et seq. of this annual report. Between meetings of the Board of Directors and the Board Committee, the Chairman and Deputy Chairmen of the Executive Committee keep the Chairman of the Board of Directors regularly informed on major executive decisions. Other members of the Executive Committee, as well as other Bank executives, employees, internal auditors and external advisers or experts whose presence is needed, may also be invited to the meetings of the Board of Directors and the Board Committee. However, these persons may only participate in an advisory capacity. Description of the internal auditing system Pursuant to the applicable regulations and laws (art. 9 para. 4 of AMLO, art. 20 para. 2 of SESTO, sections 9 and 54 et seq of FINMA Circ. 08/24), the Board of Directors has an Internal Audit Department that reports directly to it in the chain of command. The chief internal auditor and his assistant are appointed by the Board on the advice of the Board Committee, to which they report directly. The rights and obligations of the Internal Auditing Department are set out in the Bank’s Bylaws and in the internal auditors’ Charter and Ethical Code. In particular, the Internal Auditing Department has access to all the documents of the Bank and of the consolidated affiliates that it audits. The Internal Auditing Department currently has a staff of 12. It draws up an auditing programme each year that is discussed and approved by the Audit Committee. In addition to a detailed list of assignments planned for the current year, this programme contains a summary of the departments and functions that have been audited over the past three years and of those for which a review is scheduled in the three coming years. This programme is also discussed with the Independent Auditors. A separate report is drafted for each area audited. The Executive Committee’s view on each item is included in the report, along with a deadline for implementing the recommended steps. At its meetings the Audit Committee deals with the Internal Auditing Department’s reports in the presence of the chief internal auditor and resolves to take additional measures when necessary. The Chief Internal Auditor is asked to attend the meetings of the Audit Committee as an external Secretary and even in some cases to meetings of the Board of Directors. In certain circumstances the Chairman of the Board of Directors or of the Audit Committee may assign special tasks to the Chief Internal Auditor. The Independent Auditors draw up an auditing plan for each financial year and submit it to the Audit Committee for discussion and implementation. The 2013 auditing plan was presented to the Board Committee at its meeting on 2 September 2013. The Audit Committee meets regularly with representatives of the Independent Auditors. Description of the risk control and management system Please refer to pp. 60-63 of the “Notes to the consolidated financial statements”. RAPPORT ANNUEL 2013 | 25 4. Executive Committee The Executive Committee 1) is comprised of seven members appointed by the Board of Directors and operates as a collegial body, holding weekly meetings that on average last half a day. In 2013 it met 40 times. Resolutions are passed by an absolute majority of the members present, provided they form a quorum. In the event of a tie, the Chairman has the casting vote. The Executive Committee’s resolutions may also be passed by circular as prescribed in the Bylaws. Minutes are taken at the meetings of the Executive Committee; they are duly numbered and signed by the Secretary. Each meeting follows a standing agenda that covers the full range of the Bank’s operations. Minutes are taken at the meetings of these committees. They are numbered, dated and signed, and a copy is remitted to each member of the Executive Committee. Other Bank executives, as well as employees, internal auditors and external advisers or experts may also be invited to the meetings of the Executive Committee. However, these persons may only participate in an advisory capacity. Each of the Bank’s departments is placed under the supervision of a member of the Executive Committee. After each meeting these members inform their staff on any major developments that have occurred in their area of responsibility. The members of the Executive Committee receive documents and statistics issued weekly, monthly or quarterly by the departments and groups concerned. These include summarised monthly accounts comparing actual business performance with the budget, monthly lists of financial investments, the financial statements of the various entities forming the Banque Privée Edmond de Rothschild Group, a report on risk control noting market, interest rate and counterparty risks, the level of shareholders’ equity and risks of a legal and reputational nature (cf. compliance). The Executive Committee can also rely on the supervision and monitoring facilities described in section 3.6 above. These facilities are honed year after year to enhance their effectiveness. To help it perform its duties, the Executive Committee has set up the following committees whose tasks are set out in the Bylaws: an Extended Executive Committee; a Management Desk Directors Committee; a Private Banking Committee; a Private Banking Supervision Committee; an Investment Committee; an Administrative and Operational Committee; a New Products and Services Committee; a Standing Operations Committee; a Compliance Committee; a Risks Committee; a Credit Committee and an Asset & Liability Management Committee. 26 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 1) = at 31 December 2013 4.1. Members of the Executive Committee Christophe de Backer Manuel Leuthold Chairman, French, 1962 Chief Executive Officer Vice-Chairman, Switzerland, 1959 Deputy Chief Executive Officer Education / training Education / training 1986 1981 1984 Institut Supérieur de Gestion - Paris Career summary 2001-2011 2001-2007 2007-2010 2010-2011 Master’s in Economies, University of Geneva HSBC France Career summary Deputy Chief Executive Officer HSBC France 1984-1996 Managing Director Chief Executive Officer HSBC France Present duties Since LLM, University of Geneva Edmond de Rothschild Group UBS Geneva, various positions in credit, commodity & trade finance 1997-2008 2009-2011 UBS Lausanne, head of French Switzerland UBS Zurich, head of Corporate & Institutional Banking Vice-Chairman, Wealth Management & Swiss Banking 26 may 2012 – Chairman of the Executive Committee Present duties Since Banque Privée Edmond de Rothschild S.A., Geneva Since 2012 26 April 2012 - Chairman of the Executive committee and Chief Executive Officer Directorships COO, Deputy CEO and Vice-Chairman of the Executive Committee Directorships Banca Privata Edmond de Rothschild Lugano S.A., Since October 2013 EDRRIT - Chairman of the Board Lugano – Chairman Since May 2013 Edmond de Rothschild Asset Management Banque Privée Edmond de Rothschild Europe S.A., - Chairman of the Supervisory Board Luxembourg Edmond de Rothschild Ltd, London Banque de Gestion Edmond de Rothschild Monaco, - Chairman Monaco la Compagnie Benjamin de Rothschild S.A., Geneva Banque Privée Edmond de Rothschild Ltd, Nassau - Vice-Chairman – Chairman Edmond de Rothschild (UK) Limited, London Edmond de Rothschild Holdings (C.l.), Guernsey Edmond de Rothschild Asset Management (C.l.) Limited, Guernsey Edmond de Rothschild (C.l.) Limited, Guernsey Edmond de Rothschild Informatique S.A., Geneva - Chairman Since July 2012 Since May 2012 Since May 2012 Edmond de Rothschild SA - Chairman May 2012 - Feb. 2014 Edmond de Rothschild Prifund - Chairman Since April 2012 Banque Privée Edmond de Rothschild Europe, Luxembourg RAPPORT ANNUEL 2013 | 27 Hervé de Montlivault 1) Member, French, 1955 Deputy Chief Executive Officer in charge of Private Banking Present duties Since 2013 Legal and member of the Executive Committee of Banque Privée Edmond de Rothschild SA Education / training 1975-1978 1982 Senior Vice-President, Head of Group Compliance and Degree from the Ecole Supérieure de Commerce de Paris Directorship (ESCP) Member of the Board of Directors of Banque Privée Edmond de Certificate of Chartered Accounting (DECS) Rothschild Ltd, Nassau Career summary 1979 1983 1986 Crédit du Nord, Paris – Executive Assistant Citibank, Corporate Finance, Paris – Relationship Manager. JPMorgan, Securities and information services, Paris – Head of Sales - Paris JP Morgan, Euroclear, Managing Director – European and Investment Banks - Brussels JPMorgan Private Bank. Managing Director - Paris Credit Suisse (France) Banque Privée, Chairman of the Executive Board - Paris Crédit Suisse Group, Private Banking Western Europe – Geneva / Zurich, Market Area Head for France and Belgium, Head of Advisory and Sales for the France / Belgium Market Area 1991 1996 2005 2010 Present duties Since 2013 Deputy Chief Executive Officer in charge of Private Banking Luc Baatard* Member, Swiss, 1957 Senior Vice-President Frédéric Binggeli Member, Swiss, 1961 Senior Vice-President Education / training 1979 1985 1993 College certificate type 3 M. Sc. in Economics, University of Geneva Series 7 and 3 National Association of Securities Dealers Career summary Yves Aeschlimann 1) Member, Switzerland, 1967 Senior Vice-President Education / training 1993 LLM, University of Geneva 1996 Admitted to the Geneva Bar Association Career summary 1985-1986 1987-1991 1991-1993 1993-1994 1994-1996 Peat Marwick, Geneva, assistant auditor Lombard, Odier & Cie, Geneva, securities analyst Sogenal, Geneva, securities analyst Merrill Lynch, Geneva, broker Tetral Investment Management (family office of the Tetra Pak Group), Pully, in charge of equity investments Since 1996 Banque Privée Edmond de Rothschild S.A., Geneva Present duties 1996-1999 Practising attorney in Geneva Senior Vice-President and member of the Executive 1999-2000 Clerk, Canton of Geneva High Court Committee of Banque Privée Edmond de Rothschild SA in 2001-2009 Investigating Magistrate, Canton of Geneva Criminal charge of a wealth management group Justice Department 2010-2012 Senior Financial Sector Specialist in Financial Market Integrity for the World Bank, Washington DC Vice-Chairman of the Strategy Committee Directorship Holding Benjamin et Edmond de Rothschild, Pregny S.A., Switzerland 1) = since 17 April 2013 28 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Alexandre Col Other offices Member, French and Swiss, 1963 Senior Vice-President Member of Alternative Investment Management Education / training Representative for Switzerland of the Regional Advisory 1987 Association Limited (AIMA), London Committee of Alternative Investment Management Licence in Economics (business administration), École des Association Limited (AIMA), London Hautes Études Commerciales, University of Lausanne 1991 1991 Member of the Executive Circle, a committee of the Licence in Political Science, University of Lausanne Alternative Investments Council (AIC) of the Swiss Fund & Licence in Economics (economics), École des Hautes Asset Management Association (SFAMA), Basel Études Commerciales, University of Lausanne 1993 1993 Member of the European Fund and Asset Management M. Sc. in Political Science, University of Lausanne Association (EFAMA), Brussels Graduate studies in Economics (economic relations), Member of Transparency Council Funds of Hedge Funds Institut d’études politiques, Paris (TCF), Winterthur Career summary Since 1994 Banque Privée Edmond de Rothschild S.A. – Asset Management Department Switzerland Present duties Since 2000 Philippe Currat Member, Swiss, 1948 Senior Vice-President Head of the Investment Fund Department of Banque Privée Edmond de Rothschild SA, Geneva Since 2010 2) Member of the Executive Committee of Banque Privée Martin Leuthold Edmond de Rothschild SA Member, Swiss, 1952 Senior Vice-President Head of the Investment Fund Department Since 2013 1) Head of the Asset Management Department of Banque Privée Edmond de Rothschild SA, Geneva Education / training Head of Funds of Funds for the Edmond de Rothschild 1975 Directorships Chairman of ACH Management SA University f Zurich Business School, Business Economist degree Group 1982 Certification as Chartered Account and Financial Controller, Geneva Chairman of Edmond de Rothschild Real Estate Career summary Chairman of NOVA SICAV 1975-1978 Procter & Gamble Geneva Finance & Accounting Chairman of Matterhorn Fund Chairman of Prifund Conseil (Bahamas) SA 1978-1980 1980-1988 Director of Orox Asset Management Present duties Chairman of Prifund Conseil SA Director of Multi Alternative Alpha SICAV Since 1988 Arthur Andersen S.C.– Assistant to the worldwide Controller Ferrier Lullin & Cie S.A. – assistant to the CFO Chief Financial Officer of Banque Privée Edmond de Rothschild SA, Geneva 1) = member until 9 January 2013 2) = until 31 December 2013. From 1 January 2014, Cynthia Tobiano will take over as Chief Financial Officer and member of the Executive Committee. Since 1990 Member of the Board of the Personnel Welfare Foundation of Banque Privée Edmond de Rothschild SA Since 2010 Senior Vice-President and member of the Executive Committee of Banque Privée Edmond de Rothschild SA RAPPORT ANNUEL 2013 | 29 Present duties Representación B.P. Edmond de Rothschild S.A. Montevideo Rotomobil S.A. Pregny Rouiller, Zurkinden & Cie Finance SA Fribourg Copri III S.A. Luxembourg Priasia Ltd Tortola B.V.I. Privaco Family Office, Geneva Privaco Family Office, Hong Kong Michel Lusa* Member, Swiss, 1949 Senior Vice-President Bernard Schaub* Member, Swiss, 1955 Senior Vice-President * = Luc Baatard, Michel Lusa and Bernard Schaub stepped down on 16 April 2013. Their résumés are available in previous annual reports that can be found on our website at www.edmond-de-rothschild.ch/presentation/documents/ annual-reports.aspx 30 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 4.2. Other activities and vested interests The members of the Executive Committee have no other activities or vested interests within the meaning of art. 4.2. of the SIX Guidelines on Corporate Governance. 4.3. Management contracts No such contracts exist at Banque Privée Edmond de Rothschild SA 5. Remunerations, profit-sharing and loans Introduction Our remuneration policy forms part of the strategy, culture and nature of our Group’s business and of each entity’s local specificities. As such it falls within the scope of the general policy of the Edmond de Rothschild Group, whose aim is to foster staff loyalty and encourage each employee to promote our long-term success through entrepreneurship and risk control. The policy is moreover based on the guidelines contained in Circular 2010/1 – “Remuneration schemes” issued by the Swiss Financial Market Supervisory Authority (FINMA), subject to the applicable regional rules. This policy, the powers described below and the procedure for approving the pay packages of members of the Bank’s governing bodies will be reviewed in light of the OEPLC in the course of 2014. The Articles of Association and Bylaws will be adapted accordingly. Powers The rules on powers regarding compensation appear in the Bank’s Bylaws. From 2014, when the OEPLC comes into force, some of these powers will be provided for directly in the Articles of Association. Once the new Pay and Promotions Committee is set up in April 2014, its main tasks will include laying down the rules on remuneration and approving the overall pay package and bonuses for the staff and the Executive Committee based on the proposals of the bodies concerned. The Committee will also be in charge of preliminarily advising the Board of Directors on the appointment and removal of members of the Executive Committee, members of the Board of Directors and persons responsible for managing and representing the Bank. The Board of Directors has appointed five of its members — Baroness Benjamin de Rothschild (Chairwoman), Jean Laurent-Bellue (Secretary), Luc J. Argand, Klaus Jenny and E. Trevor Salathé — to serve on the existing Pay Committee, which meets at least twice a year. In 2013 it held three meetings. In view of the OEPLC, which comes into force on 1 January 2014, the Pay and Promotions Committee will be divided into two separate bodies: a Promotions Committee and a Pay Committee which meets the requirements of the OEPLC and whose powers will be set out in the Articles of Association. Remunerations Guidelines Remuneration includes a fixed annual salary and a bonus, both of which are paid in cash. In order to spread profits over time and guarantee risk control, certain employees with strategic duties receive their bonus on a deferred basis. Remuneration is set according to employees’ duties, skills, responsibilities and experience. It also takes account of market conditions, thanks to our participation in industry surveys. To avoid conflicts of interest, the fixed salaries of persons occupying control functions, such as the Chief Internal Auditor and the staff of the Compliance, Legal and Risk Control and Management departments, form the bulk of their compensation. The Bank pays no signing bonuses. Compensation is granted in certain cases where a new employee has lost earnings due to his job change. Pursuant to the Bylaws, the remuneration scheme and the objectives assigned to employees must not induce them not to abide by the internal control mechanisms and rules of compliance. RAPPORT ANNUEL 2013 | 31 Board of Directors Non-managerial staff Each member of the Board of Directors is paid fixed fees that vary depending on whether or not he serves on certain committees. The remuneration of non-managerial employees consists of a fixed annual salary and a discretionary bonus. Their remuneration is set by the Board of Directors on the basis of proposals made by the Pay and Promotions Committee. Executive Committee and other managers The members of the Executive committee and other managers receive a fixed annual salary and a discretionary bonus in line with the Bank’s earnings. These bonuses are based on the Bank’s earnings and on the quantitative and qualitative achievements of the concerned managers. Only in three cases are they subject to a detailed, binding calculation. The bonuses are paid within 30 days following the meeting of the Board of Directors at which the financial statements are approved. A bonus is not granted if a manager’s contract of employment is terminated owing to misfeasance or to non-compliance with our Group’s values, or if he has decided unilaterally to resign. A limited number of the Group’s senior executives have agreements providing for severance pay should the Bank terminate their contract of employment without just cause. Such pay may not exceed three years’ remuneration. Members of the Executive Committee have the same personnel welfare plan as the staff. The remuneration of the Chairman of the Executive Committee is set by the Pay and Promotions Committee. The pay of the other members is approved by this committee based on a proposal made by the Chairman of the Executive Committee. From 2015, as required by the OEPLC, the remuneration of the members of the Board of Directors and the Executive Committee will be decided by the Board of Directors based on proposals made by the Pay Committee and approved by the General Meeting. 32 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Bonuses are based on employees’ performance. They are paid at the end of the calendar year and usually amount to one to two months’ pay. Stock option plans Geneva The Bank is studying the appropriateness and implications of implementing a remuneration scheme that would include stock options and deferred payments. Luxembourg Our Luxembourg subsidiary (BPERE) has added two plans to the variable portion of pay. They are designed to motivate the beneficiaries in the medium/long term and take future business development into account. The aim of the first plan is to foster loyalty among key managers by allotting them stock options with a four-year lifespan. The charge amounts to 10% of consolidated net profit. Each year the Board of Directors sets the terms of the plan for a new four-year period. This remuneration is payable only to beneficiaries who remain at BPERE at the end of the relevant period. A similar plan has been implemented in the subsidiary’s Belgian branch. It consists in allotting free shares that can be later converted into warrants. The conversion takes place at the end of a three-year period and the new warrants are inalienable for a one-year period. Each year the Board of Directors sets the terms of the plan for a new three-year period. This remuneration is payable only to beneficiaries who remain at the branch at the end of the relevant period. The cost of these profit-sharing schemes is provisioned annually in the subsidiary’s financial statements. Monaco The profit-sharing scheme at our Monaco subsidiary was terminated at end-2013. No more options will be distributed in the future. Other Group entities No profit-sharing schemes are currently in force at the other Group entities. Remuneration, stock options and loans in 2013 In accordance with articles 663 b bis and 663 c section 3 of the Swiss Code of Obligations, the remuneration and loans granted to current members of the Bank’s governing bodies are indicated in Note 15 to the Bank’s financial statements (pp. 106 et seq). The variable portion of remuneration in the reporting year accounted for 31.0% of the entire Group payroll (as against 30.7% in 2012) and represented 56.7% of the total remuneration of the Executive Committee (as against 59.7% in 2012). To allow easier comparisons between reporting years, these percentages do not take extraordinary events into account. RAPPORT ANNUEL 2013 | 33 6. Shareholders’ rights 6.1. Limitation and representation of voting rights Under art. 6 para. 4 of the Articles of Association, the name and permanent address of the owners and usufructuaries of registered shares are entered in the Bank’s share register. Only the owners and usufructuaries of registered shares whose inclusion in the share register is endorsed by a director may legitimately exercise the Company-related rights attaching to a registered share. Para. 5 et seq of art. 6 of the Articles of Association state the grounds on which the Board of Directors may refuse to grant such an endorsement. Moreover, an owner of registered shares may only be represented at an Annual General Meeting by another owner of registered shares in possession of a written proxy (cf. art. 14, para. 2). Holders of bearer shares must merely produce such shares or comply with any other formality required by the Board of Directors (under art. 14, para. 3 of the Articles of Association) in order to exercise their rights. 6.2. Quorums Annual General Meetings are deemed validly held when over half the shares are represented (under art. 15 para. 1 of the Articles of Association). In cases where this quorum is not achieved, a second meeting may be convened with the same agenda (cf. art. 15, para. 2 of the Articles of Association). The second meeting may not take place until at least 30 days have elapsed and it will be deemed validly held regardless of the number of shares represented. This must be mentioned in the notice (art. 15, para. 3 of the Articles of Association). 6.3. Notice of Annual General Meetings The rules pertaining to notices of AGMs are set forth in articles 11, 12 and 31 of the Articles of Association, which draw on the provisions of the Swiss Code of Obligations. 6.4. Items on the agenda The rules pertaining to agendas and deadlines are set forth in articles 11 and 12 of the Articles of Association, which draw on articles 699 et seq of the Swiss Code of Obligations. Article 11 of the Articles of Association General Meetings shall be convened by the Board of Directors and, if necessary, by the Auditors, the liquidators or the representatives of bondholders. One or more shareholders together representing at least 10 per cent of the capital stock may also request that a General Meeting be convened. Shareholders representing shares with a total par value of CHF 1 million may request that an item be included in the agenda. Convocations and inclusion of items in the agenda must be requested in writing, mentioning the topics of discussion and proposals. Article 12 para. 1 and 2 of the Articles of Association General Meetings shall be convened at least 20 days prior to the date on which they are to be held, in accordance with the procedures provided in article 31 on the Company’s notices. Items included in the agenda must be referred to in the notice of the General Meeting, together with the proposals of the Board of Directors and the shareholders who requested the convocation of the meeting or the item’s inclusion. 6.5. Entries in the share register In accordance with Company practice, the deadline for entering unlisted registered shares falls on the day the AGM agenda is notified. 34 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 7. Take-over and defensive measures 7.1. The Bank has included in art. 6 para. 3 of its Articles of Association a clause providing that bidders are not required to make a formal take-over bid pursuant to articles 32, 52 and 53 of the Swiss Stock Exchanges and Securities Trading Act (SESTA). 7.2. No member of the Bank’s senior management (Board of Directors, Executive Committee and other senior officers) has signed a contract protecting him/her from a transfer of control by the Bank. RAPPORT ANNUEL 2013 | 35 8. Independent Auditors 8.1. Duration of the Auditors’ mandate and of the Chief Auditor’s term of service Since 1982 PricewaterhouseCoopers SA, Geneva, has audited the parent company financial statements of Banque Privée Edmond de Rothschild SA, Geneva. The financial statements of the Banque Privée Edmond de Rothschild Group are also audited by PricewaterhouseCoopers SA Beresford Caloia has served as Chief Auditor for our account since 2012. 8.2. Auditing fees In 2013 Banque Privée Edmond de Rothschild SA paid a total of CHF 549,000 in auditing fees, VAT included, to PricewaterhouseCoopers SA Geneva and Hong Kong, within the meaning of provision 8.2 of the Guidelines on Corporate Governance. 8.3. Additional fees The Bank paid additional fees totalling CHF 52,000 to PricewaterhouseCoopers SA Geneva and Hong Kong for tax consulting services, VAT included, within the meaning of provision 8.3 of the Guidelines on Corporate Governance. 36 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 8.4. Consultation with the Independent Auditors PricewaterhouseCoopers SA draws up an auditing plan each year. It drafts one report on its review of the annual financial statements and another on its prudential audit. The auditor in charge of our account discusses these reports with the Audit Committee. The auditing plan was presented to the Board Committee at its meeting on 2 September 2013. The Independent Auditors’ findings in respect of the annual financial statements were presented and discussed with the Audit Committee at its March meeting and then presented the same month to the Board of Directors. The Independent Auditors have access to the Audit Committee at all times, as well as to the Executive Committee and to the Internal Auditing Department, all of whom they meet with regularly. PricewaterhouseCoopers SA is hired on an annual basis. The company’s qualifications, performance and fees are assessed each year by the Audit Committee or the Board of Directors. As required by FINMA, the auditor in charge of our account is replaced every seven years. 9. Information policy Banque Privée Edmond de Rothschild SA provides the fullest disclosure possible to its existing and potential shareholders, as well as to its employees and the general public. This information is mainly conveyed at the General Meeting of Shareholders, in our annual reports, in press releases, at press conferences on our annual results, through interviews given to the financial media and securities analysts and on the Bank’s website at www.edmond-de-rothschild.ch, About Us/Investor Relations. Details on risk management and on the calculation of consolidated shareholders’ equity are also available on the Bank’s website, at www.edmond-de-rothschild.ch, About Us/Investor Relations. Events and calendar 7 March 2014 - Publication of the Bank’s 2013 results 1 April 2014 - Publication of the notice of the Annual General Meeting of shareholders and agenda in the FOSC (full text), le Temps, L’Agefi, the Neue Zürcher Zeitung and Finanz und Wirtschaft (summarised editions) - Publication of our 2013 Annual Report 3 April 2014 29 August 2014 - Publication of our semi-annual 2014 results in the FOSC and related press conference. Contacts Investor relations: Manuel Leuthold Deputy Chief Executive Officer Banque Privée Edmond de Rothschild S.A. 18, rue de Hesse, 1204 Geneva Phone: +41 58 818 84 00 Fax : +41 58 818 91 91 E-mail : [email protected] Medias relations: Valérie Boscat Head of Communications-Marketing Banque Privée Edmond de Rothschild S.A. 18, rue de Hesse, 1204 Geneva Phone : +41 58 818 94 62 Fax : +41 58 818 91 91 E-mail : [email protected] Internet www.edmond-de-rothschild.ch in “About us/Investor Relations/Financial Informations”. - Press conference on the 2013 results of the Edmond de Rothschild Group at the Bank’s headquarters in Geneva 29 April 2014 - Annual General Meeting of shareholders in Geneva, at the Château de Pregny. RAPPORT ANNUEL 2013 | 37 38 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Banque Privée Edmond de Rothschild Group Financial Report 40 41 46 48 52 54 Key Figures Report of the Directors Report of the statutory auditor Consolidated subsidiaries 56 58 59 60 Consolidated balance sheet Consolidated profit and loss account Consolidated cash flow statement Notes to the consolidated financial statements Consolidation principles Valuation policies RAPPORT ANNUEL 2013 | 39 Key figures Banque Privée Edmond de Rothschild Group 2013 2012 Change (in CHF) (in %) (11,9) Consolidated profit and loss account (in thousands of CHF) 37'040 42'065 (5'025) Fee and commission income 507'278 465'372 41'906 9,0 Results of trading operations 83'548 91'435 (7'887) (8,6) 546'661 521'865 24'796 4,8 75'423 66'351 9'072 13,7 Profitability % return on equity (net income/average shareholders’ equity) 2) 5,9 5,1 - - % return on assets (net income/average assets) 0,5 0,5 - - Earnings per bearer share after deducting portion due to minority interests 730 682 48 7,1 Earnings per registered share after deducting portion due to minority interests 146 136 10 7,1 Due from banks 9’905’850 7’794’129 2’111’721 27,1 Advances to customers 1’733’963 1’663’056 70’907 4,3 316’812 306’574 10’238 3,3 14’431’740 13’067’443 1’364’297 10,4 Net interest income Operating expenses (personnel costs and other overheads) Group net Income Shares (in CHF) Consolidated balance sheet (in thousands of CHF) Due to banks Customer deposits Shareholders’ equity 1) 1'328'790 1'337'439 (8'649) (0,6) 16'586'998 15'199'069 1'387'929 9,1 108'611 102'697 5'914 5,8 10'213 9’953 260 2,6 - net inflow of fresh funds 1'585 1’904 (319) (16,8) Group personnel (number of employees) Average number of employees 1'805 1'785 20 1,1 732 708 24 3,4 1'073 1'077 (4) (0,4) Total number of employees at year-end 1'777 1'811 (34) (1,9) Number of employees at year-end, converted into full-time jobs 1'716 1'755 (39) (2,2) Balance sheet total Assets under management (in millions of CHF) Total assets under management (includes double reporting) of which: - double reporting - in Switzerland - abroad 1) Including Group net income before payment of dividend by parent company and minority interests 2) After appropriation of the parent company’s earnings 40 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Report of the Directors to the shareholders on the consolidated accounts of Banque Privée Edmond de Rothschild SA at the general meeting on 29 April 2014 Dear Shareholders, 2013 featured mixed conditions, including an economic upturn of varying strength from one region to another, a steep run-up in equity markets in North America and Europe, an equally steep fall in emerging assets and interest rates that remained very low by historical standards. This uncertain environment weighed on our clients’ willingness to invest. Despite these relatively difficult circumstances, the drive of our sales force and our reputation for caution enabled us to continue growing and attracting new clients. The net inflow of fresh money into the Banque Privée Edmond de Rothschild Group totalled CHF 1.6 billion in 2013 and our assets under management came to CHF 108.6 billion, compared with CHF 102.7 billion at end2012. This marked an increase of 5.8%, 4.3% of which was due to asset and currency values and 1.5% to the net inflow of client funds. Thanks to our position as a wealth management company under stable family control, we have the strength needed to meet the challenges ahead and to continue striving for excellence while constantly adapting our organisational structure to the changes that are reshaping our industry. Today we must know not only how to keep our business model in line with new regulatory developments but also how to go on expanding both our domestic and international operations In Switzerland we pursued our tilt towards onshore clients last year. This segment enjoyed further growth despite unrelenting pressure from increasingly heavy regulation, in general, and from the tax programme implemented by the US Department of Justice. Banque Privée Edmond de Rothschild SA and Banca Privata Edmond de Rothschild Lugano SA filed on 18 December 2013 as Category 2 banks, in accordance with the recommendations of the Swiss financial regulator FINMA. This decision in no way compromises our Group’s financial stability. Our substantial shareholders’ equity allows us to face this procedure confidently. 2013 was a satisfactory year for our Asset Management division and in particular for our funds of funds business (both traditional and alternative), mainly thanks to friendly market conditions. Our funds of hedge funds were honoured yet again for their top-quality management and returns at the HFM European Performance Awards in London. Alexandre Col, who heads this department, won the 2013 “Outstanding Contribution to the European Fund of Hedge Funds Industry” award at the Hedge Funds Review Awards Ceremony in November.. Meanwhile the governance of Banque Privée Edmond de Rothschild evolved last year. Many new faces appeared on the Executive Committee, which now has seven members: Christophe de Backer, Chief Executive Officer and Chairman of the Executive Committee Manuel Leuthold, Deputy Chief Executive Officer and Vice-Chairman of the Executive Committee Hervé de Montlivault, Deputy Chief Executive Officer in charge of Private Banking Yves Aeschlimann, Head of Group Compliance Frédéric Binggeli, Management Desk Director Alexandre Col, Head of Asset Management Martin Leuthold, Chief Financial Officer The job of this new Executive Committee is to steer the operations of Banque Privée Edmond de Rothschild. After over 25 of service to the Bank, Martin Leuthold took a wellearned retirement and was replaced by Cynthia Tobiano on 1 January 2014. Meanwhile our Group continued to grow its Private Banking business in Switzerland and abroad. RAPPORT ANNUEL 2013 | 41 Swiss network Geneva, Fribourg, Lausanne and Lugano Banque Privée Edmond de Rothschild SA (BPER) has a strong presence in Geneva and also operates through its branches in Fribourg (headed by Patrick Zurkinden) and Lausanne (headed by Roland Humbert). Banca Privata Edmond de Rothschild Lugano SA, our subsidiary in Ticino directed by Luca Venturini, saw steppedup growth in 2013 as the takeover of Sella Bank was completed. The subsidiary had CHF 5.031 billion of assets under management at end-2013, up 24.6% on the yearearlier level. Net profit was down 15% compared with the 2012 figure owing to the non-recurring expenses relating to the Sella acquisition. International network Branch and representation office Hong Kong The sales force of our Hong Kong branch was strengthened in 2013 with the recruitment of Monique Chan, who is now in charge of the Edmond de Rothschild Group’s Private Banking platform in Asia. At the same time our Group’s various Hong Kong-based ventures were streamlined to enhance our operating efficiency. Dubai Our inroads into the Gulf region are important for strategic reasons. The representative office that our Group opened in Dubai in 2011 marks a first step in the right direction. 42 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Subsidiaries Luxembourg Led by Marc Ambroisien, Banque Privée Edmond de Rothschild Europe, Luxembourg (BPERE) last year pursued its strategy of long-term growth in its core businesses of private banking, asset management and investment funds administration. BPERE announced in December 2013 that it had begun talks with CACEIS with a view to streamlining its booking capability, assets under management and fund administration services. Business throughout BPERE’s international network expanded further in 2012. The joint venture with the Nikko Sumitomo group in Tokyo enjoyed continuing success. Net profit at our Luxembourg subsidiary totalled CHF 29.1 million, as against 34.7 million in 2012, illustrating strong resilience to a tough operating environment. United Kingdom Our London subsidiary, Edmond de Rothschild Limited, is headed by Richard Briance. Its operations form into five main lines of business: - Private Merchant Banking Managing the fund of hedge funds Leveraged Capital Holdings Bond dealing Trading in emerging market funds Corporate finance, M&A activity and financing. Our London hub’s Private Merchant Banking business officially kicked off at end-2013. The London subsidiaries together generated a net profit of CHF 0.569 million (GBP 0.393 million) in 2013, compared with CHF 1.140 million (GBP 0.768 million) in 2012. Guernsey In Guernsey, Edmond de Rothschild (C.I.) Limited provides asset risk management services on a consulting basis as well as under discretionary mandates. The company is a shareholder of the Channel Islands Stock Exchange, for which it handles the listing of investment funds and notes. It also operates in the fixed-income segment. Monaco Our Monaco subsidiary, Banque de Gestion Edmond de Rothschild - Monaco, is 54.85% owned by the Banque Privée Edmond de Rothschild Group and is headed by Hervé Ordioni. Thanks to a dynamic sales effort, subsidiary’s assets under management rose 13.7% in 2013 to EUR 5.427 billion. The net inflow of fresh money totalled EUR 237 million. Net profit came to CHF 12.5 million (EUR 10.1 million) in 2013, marking a jump of 55% on the previous year’s level of CHF 7.9 million (EUR 6.6 million). Bahamas 2013 marked a year of consolidation in the growth of Banque Privée Edmond de Rothschild Ltd. John C. Mauron will take over from Gian Fadri Pinoesch as CEO on 1 January 2014. Our Nassau subsidiary generated a net profit of CHF 11.1 million, up 15.8% on the 2012 figure (CHF 9.6 million). Roundup of 2013 results Consolidated profit and loss account Group net profit came to CHF 75.4 million, marking a rise of 13.7% on the year-earlier level of CHF 66.4 million. Revenue Interest income totalled CHF 37.0 million, down 11.9% compared with the 2012 figure (CHF 42.1 million). This drop reflects historically low interest rates. Income from fees and commissions rose 9.0% to CHF 507.3 million from CHF 465.4 million the previous year. The increase was mainly attributable to higher average assets under management and heavy trading business and, to a lesser extent, to the acquisition of Sella Bank AG. Results of trading operations amounted to CHF 83.5 million, down 8.6% on their 2012 level of CHF 91.4 million. The rise was largely due to a higher profit on forex dealing. Other ordinary results totalled CHF 45.1 million, marking a gain of 39.5% on the year-earlier figure. This item comprises dividends deriving from non-consolidated holdings. Expenses The average number of staff employed by our Group last year was 1805, up from 1785 in 2012. Personnel expenses amounted to CHF 393.1 million, compared with CHF 386.1 million the previous year, marking an increase of 1.8%. Other operating expenses rose 13% to CHF 153.5 million from CHF 135.8 million in 2012. Total operating expenses came to CHF 546.7 million, 4.8% higher than the year-earlier level. Gross profit Group gross profit was up 15.5% and totalled CHF 126.3 million, versus CHF 109.3 million in 2012. Depreciation of fixed assets worked out to CHF 38.5 million, or 4.4% less than in the previous year. RAPPORT ANNUEL 2013 | 43 Extraordinary income amounted to CHF 59.6 million, up sharply on the 2012 figure. This item chiefly includes the release of provisions no longer required for operating purposes, a release from the reserve for general banking risks and a capital gain on property sold in Luxembourg. Extraordinary expenses totalled CHF 6.6 million, or 25.1% less than the CHF 8.8 million reported the previous year. They chiefly comprised an allocation to the reserve for general risks. Taxes came to CHF 12.8 million, down 28% on the yearearlier figure of CHF 16.8 million. Balance sheet review The consolidated balance sheet total stood at CHF 16.6 billion at end-2013, up 9.1% on the year-earlier level. Current assets including cash, bank deposits, loans to customers, mortgage bills, claims arising from money market paper and securities and precious metals held for trading purposes totalled CHF 15.2 billion, marking an increase of 13.1% versus the previous year’s figure. Financial investments amounted to CHF 754.8 million, as against CHF 1.126 billion in 2012. This decrease stemmed mainly from the stock of precious metals used to cover our clients’ metal accounts and, to a lesser extent, from equity investments. Fixed assets stood at CHF 232.7 million, down from CHF 256.6 million at end-2012. Adjustment accounts totalled CHF 107.0 million, compared with CHF 92.8 million the previous year. “Other assets” came to CHF 170.1 million, compared with CHF 169.1 million at end-2012. On the liabilities side, borrowed funds comprised of debits on money market paper and sums due to banks and customers 44 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. together amounted to CHF 14.8 billion, or 89% of the balance sheet total, up 10.3% from CHF 13.3 billion the previous year, mostly owing to the higher level of clients’ deposits. “Other liabilities” totalled CHF 200.4 million, compared with CHF 235.2 million at end-2012. The 14.8% decrease was partly due to the decline in the negative replacement values of open derivative instruments. Valuation adjustments and provisions totalled CHF 106.2 million, up by CHF 36.6 million on the previous year. The reserve for general banking risks fell 8.8% to CHF 262.1 million from its year-earlier level of CHF 287.4 million. Prior to the dividend payout, Group capital and reserves stood at CHF 1.3 billion, representing 8.0% of the balance sheet total. Capital ratio Return on equity worked out to 5.9%. Shareholders’ equity as required by the BIS (under the Basel II rules) came to CHF 266.1 million. Eligible capital totalled CHF 1.2 billion. The BIS ratio (eligible capital in relation to shareholders’ equity required under Swiss law) was 36%, well above the 12% legal minimum. Outlook for 2014 In 2014 Private Banking will continue to chafe under the increasing burden of regulation and under mounting pressure on banking secrecy. This will have an impact on our profitability. More than ever we will have to stay on the leading edge of our businesses and beef up our human and technological resources. The quality of our customer service depends on this, as does our competitiveness. In 2014 the continuing implementation of our Strategic Plan should enable the Edmond de Rothschild Group will improve sales performance in our two core segments, Private Banking and Asset Management. It should also enable us to enhance operating efficiency, thanks to greater pooling at the Group level. Our attitude will remain guarded, however, in view of the rapid changes reshaping the financial industry and persistent volatility in the markets. We cannot conclude this report without expressing our gratitude to you, our shareholders, and to our clients for their abiding trust. The Board of Directors RAPPORT ANNUEL 2013 | 45 Report of the statutory auditor to the general meeting of Banque Privée Edmond de Rothschild SA, Geneva Report of the statutory auditor on the consolidated financial statements As statutory auditor, we have audited the consolidated financial statements of Banque Privée Edmond de Rothschild SA, which comprise the balance sheet, income statement, statement of cash flows and notes (pp. 48-86), for the year ended 31 December 2013. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting rules for banks and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. 46 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2013 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with accounting rules for banks and comply with Swiss law. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. PricewaterhouseCoopers SA Beresford Caloia Audit Expert Auditor in charge Alain Lattafi Audit Expert Geneva, 20 March 2014 RAPPORT ANNUEL 2013 | 47 Consolidated subsidiaries at 31 December 2013 Fully consolidated entities of the Banque Privée Edmond de Rothschild Group In Switzerland Parent company Banque Privée Edmond de Rothschild S.A. Geneva CHF 45.000m Financial and asset management companies Rouiller, Zurkinden & Cie Finance S.A. Fribourg 2) Bank Banca Privata Edmond de Rothschild Lugano S.A. Lugano 1) 100% 5.000m 2) 1) 100% CHF 2.100m Les Conseillers du Léman Associés S.A. Geneva 4) Geneva 2) 100% CHF Services Privaco Family Office S.A. Geneva 100% 1) CHF 0.100m 2) 1) Direct and/or indirect holding by parent company 2) Share capital 3) Wholly owned by Banque Privée Edmond de Rothschild Europe, Luxembourg 4) Wholly owned by Privaco Family Office SA, Geneva 48 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 1) 100% Priadvisory Holding S.A. Geneva 3) 1) CHF 0.600m 2) CHF 3.120m 2) Abroad Banks Trust and asset management companies Banque Privée Edmond de Rothschild Europe Luxembourg Edmond de Rothschild Asset Management (UK) Limited 4) U.K. 1) 100% EUR 31.500 m Banque Privée Edmond de Rothschild Ltd, Nassau Bahamas 2) 1) 80% GBP LCF Edmond de Rothschild Conseil S.A. 5) Luxembourg 1) 100% CHF 15.000 m Banque de Gestion Edmond de Rothschild - Monaco 3) Monaco 2) 1) 100% EUR 0,050 mio.2) Edmond de Rothschild Asset Management (C.I.) Limited 6) Guernsey 2) 1) 100% GBP 0,005 Edmond de Rothschild Client Nominees (UK) Limited 8) U.K. 54,85% 1) EUR 12.000 m Service and real estate companies 80 % COPRI III S.A. Luxembourg 1) 100% Privaco Family Office (HK) Ltd Hong Kong 7) EUR 0.747 m 2) 1) HKD 12.675 m 2) 100% 1) GBP 0,800 0,001 mio.2) mio.2) mio.2) 1) Direct and/or indirect holding by parent company 2) Share capital 3) Owned 34% by Banque Privée Edmond de Rothschild SA, Geneva, 18% by Banca Privata Edmond de Rothschild Lugano SA, Lugano and 5.21% by Incentive Management SAM, Monaco 4) Wholly owned by Edmond de Rothschild Limited, London 5) Owned 99.99% by Banque Privée Edmond de Rothschild Europe, Luxembourg and 0.01% by Edmond de Rothschild Investment Advisors, Luxembourg 6) Wholly owned by La Compagnie Privée de Finance (Jersey), Jersey 7) Wholly owned by Privaco Family Office SA, Geneva 8) Wholly owned by LCF Edmond de Rothschild Securities, London RAPPORT ANNUEL 2013 | 49 Abroad Financial and brokerage firms Edmond de Rothschild (UK) Limited London Edmond de Rothschild (C.I.) Limited Guernsey 1) 80 % GBP 1,000 M Edmond de Rothschild Securities (UK) Limited 3) U.K. 2) 1) 80 % GBP 1,000 m Edmond de Rothschild International Funds Ltd Bahamas 4) 2) 1) 62,28 % USD Edmond de Rothschild Investment Advisors Luxembourg 8) 0,400 m 2) 1) 100% EUR 0,125 m Edmond de Rothschild Holdings (C.I.) Limited Guernsey 5) 2) 1) 100% GBP La Compagnie Privée de Finance (Jersey) Jersey 0,040 m 2) 0,005 m 2) 100% 1) GBP 5) 1) 100% Incentive Management SAM Monaco GBP 0,000002 m 2) EUR 0,150 m 2) EUR 0,000001 m 2) 6) 1) 54.74% Priglobal Advisory Limited 7) Cayman ISlands 1) 100% 1) Direct and/or indirect holding by parent company 2) Share capital 3) Wholly owned by Edmond de Rothschild Limited, London 4) Owned 32.25% by Banque Privée Edmond de Rothschild SA, Geneva, 2.25% by Banca Privata Edmond de Rothschild Lugano SA, Lugano, 14.75% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 14.75% by Edmond de Rothschild Limited, London, 2.25% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco 5) Wholly owned by La Compagnie Privée de Finance (Jersey), Jersey 6) Wholly owned 99.80% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco 7) Wholly owned by Priadvisory Holding SA, Geneva 8) Owned 99.92% by Banque Privée Edmond de Rothschild Europe, Luxembourg and 0.08% by LCF Rothschild Conseil SA, Luxembourg 50 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Prifund Conseil S.A. Luxembourg 3) E.C.H. Investments Ltd Iles Caïman 4) 1) 100% EUR 0,078 mio.2) Representación B.P. Edmond de Rothschild S.A. Montevideo 43,15 % 1) 100% Priasia Limited B.V.I. USD 0,014 mio. 2) 1) 100% USD 0,0003 mio.2) Edmond de Rothschild Conseil & Courtage d’assurances 6) Monaco 1) 54,69% EUR Iberian Renewable Energies GP, S.à r.l. Luxembourg 7) 1) 100% Prifund Conseil Bahamas S.A. Bahamas 100% 1) EUR 0,150 mio. 2) 0,013 mio. 2) 1) EUR 0,251 mio.2) Adjutoris Conseil Luxembourg 5) 1) 100% EUR Edmond de Rothschild Gestion Monaco - SAM Monaco 8) 54,47 % EDRRIT Ltd 1) U.K. 10) 0,031 mio.2) EUR 0,150 mio.2) 1) 41 % GBP Edmond de Rothschild Capital Holdings Ltd 0,278 mio.2) U.K. 11) 41 % 1) GBP 0,250 mio.2) Edmond de Rothschild Private Merchant Banking LLP EUR 0,070 mio. 2) U.K. 9) 79,56 % 1) GBP 5,586 mio.2) 1) Direct and/or indirect holding by parent company 2) Share capital 3) Wholly owned by Banque Privée Edmond de Rothschild SA, Geneva 4) Owned 19.92% by Banque Privée Edmond de Rothschild SA, Geneva, 4.98% by Edmond de Rothschild Capital Holdings Ltd UK, 7.47% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 22.68% by Edmond de Rothschild International Funds Ltd, Bermuda 5) Owned 99.68% by Banque Privée Edmond de Rothschild Europe, Luxembourg, 0.32% by Edmond de Rothschild Investment Advisors, Luxembourg 6) Owned 99.30% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco 7) Wholly owned by Banque Privée Edmond de Rothschild Europe, Luxembourg 8) Owned 99.30% by Banque de Gestion Edmond de Rothschild-Monaco, Monaco 9) Owned 96% by Edmond de Rothschild Limited, London 10) Owned 41% by Edmond de Rothschild Ltd, London 11) Wholly owned by EDRRIT Ltd, London RAPPORT ANNUEL 2013 | 51 Consolidation principles The consolidated financial statements of the Banque Privée Edmond de Rothschild Group have been prepared in accordance with the provisions of the Federal Law on Banks and Savings Banks, its implementing ordinance (OB), the guidelines issued by FINMA (the Swiss Financial Market Supervisory Authority) and the provisions on the drawing up of financial statements in the Listing Rules of the Swiss Exchange. The financial statements provide a true picture of the Group’s assets, financial situation and earnings. Scope of consolidation Group companies The consolidated financial statements of the Banque Privée Edmond de Rothschild Group include the financial statements of the major companies operating in the banking and financial sector, as well as the real estate companies in which the parent company holds, directly or indirectly, a majority interest (for details of the companies concerned, refer to pp. 48-51). Changes to the scope of consolidation The following company was consolidated during the reporting period: - Orox Asset Management S.A., Geneva The following companies were deconsolidated during the reporting period: - Castinvest S.A., Geneva - Cefeo Investimenti S.A., Lugano - Clancey Advisory Corp., B.V.I. - Edmond de Rothschild Corporate Finance S.A., Spain - Immobilière du 3 Joseph II, Luxembourg - LCF Fund Advisory Ltd, Bahamas - Mizen Finance Corp., B.V.I - Privaco Services Limited, New Zealand - Privaco Trust Limited, New Zealand - Privaco (Uruguay) S.A., Montevideo - Rhoninvest Establishment, Vaduz - Testafid Anstalt, Vaduz On 29 November 2012, Banca Privata Edmond de Rothschild Lugano SA entered into an agreement to purchase the entire share capital of Sella Bank AG, Lugano. The acquisition was completed on 28 February 2013, with Sella Bank AG being absorbed by Banca Privata Edmond de Rothschild Lugano SA The merger took effect retroactively to 1 January 2013. EDRRIT, a joint venture by RIT Capital Partners plc and the Edmond de Rothschild Group, was created in July 2012 as part of a cooperation agreement between the two venture 52 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. partners. Edmond de Rothschild Limited, the London subsidiary of Banque Privée Edmond de Rothschild SA, owns 41% of EDRRIT, while its sister bank La Compagnie Financière Edmond de Rothschild owns 10%. This agreement may be revoked by either party. The earnings generated by the joint venture are considered deferred income and are included under “Other liabilities”. Holdings accounted for using the equity method Associated companies in which the Group owns a 20% to 50% interest are consolidated using the equity method; the value shown under “Holdings” represents the Group’s share in the equity and net income of these entities, rather than the value of the shares under our control. The companies concerned are La Compagnie Benjamin de Rothschild SA (34.68%), ACH Management SA (38%), LCF EdR Nikko Cordial Japon (50%), LCH Investment NV (44%) and Orox Asset Management SA (40%). The impact of applying the Group’s accounting principles to these affiliated companies has been considered as minor on the consolidated financial statements. As a consequence, the equity application is based on the unadjusted accounts of the companies held. Equity stakes accounted for under the equity method are shown under “Non-consolidated holdings”. The Group’s share in the profits of companies consolidated using the equity method is presented as a separate item in the consolidated profit and loss account. Other holdings Majority interests of lesser impact or whose sale is envisaged, as well as other stakes of less than 50%, are disclosed under “Non-consolidated holdings”. Consolidation methods Newly acquired companies Full consolidation method The financial statements of all companies within the Group are fully consolidated. As a rule, newly acquired companies are included in the consolidated financial statements in the year of their acquisition. All assets and liabilities, as well as expenses and income of Group companies, are fully integrated (line-by-line). Closing date for consolidated accounts Intercompany balance sheet items and profit and loss transactions between consolidated Group companies are set off against each other. The consolidated companies all end their financial year on 31 December except for Priadvisory Holding SA, Prifund Conseil SA and Prifund Conseil (Bahamas) SA whose financial years conclude on 30 November. Off-balance sheet items are also fully consolidated and set off when they relate to intercompany transactions within the Group. Dividends are eliminated through reserves. The entitlement of third-party shareholders (minority interests) to equity and net income is disclosed separately. Capital consolidation The capital invested in the Group’s banks and investment, asset management and real estate companies is consolidated in accordance with the purchase method. The positive or negative differences arising from the first consolidation are disclosed under “Intangible assets” and “Retained earnings” respectively. The value of the Bank’s treasury stock, or own shares in BPER SA, is deducted from capital and reserves and reported under “Additional paid-in capital and other reserves” at the shares’ cost price. Dividends and the proceeds of subsequent sales are directly allocated to “Additional paid- in capital and other reserves”. RAPPORT ANNUEL 2013 | 53 Valuation policies Translation of financial statements in foreign currency Transaction bookings and balance sheet reporting Transactions in foreign currency are reported at the exchange rate applicable on the date of the relevant transaction. Profits and losses arising from the settlement of these transactions are reported in the profit and loss account. along with profits and losses arising from the conversion at the exchange rate on the balance sheet date of claims and liabilities on money market placements denominated in foreign currency. Since 31 Dec. 2006 the balance sheet and profit and loss statement have been drawn up on the basis of settlement dates. The balance sheets of fully consolidated companies expressed in foreign currency are translated into Swiss francs at the year-end exchange rate. except for shareholders’ equity which is translated at historical rates. Trading positions in forex and precious metals are evaluated at year-end rates and prices. The profit and loss accounts of Group companies are translated at yearly average exchange rates. In the case of foreign companies consolidated using the equity method. the year-end market rate is applied to the Group’s share of equity expressed in foreign currency. The Group’s share of the net income of these affiliated companies is translated at the annual average exchange rate. Translation differences resulting from full consolidation and from the equity method are reported as shareholders’ equity in “Retained earnings”. Results of forex and precious metals transactions Forward positions are estimated at year-end at the forward rate for the remainder of the period. Forex differences are recorded in the profit and loss account. Income and expenses expressed in foreign currency are translated at the market rate prevailing on the transaction date. Fixed assets and financial investments Fixed assets are stated at cost less depreciation (see Note 8 in the Notes to the Consolidated Financial Statements), except for the equity stakes in associated companies consolidated as per the equity method. These are shown under “Non-consolidated holdings”. The exchange rates used to convert sums in foreign currency are as follows: Income and expenses 2013 2012 Closing Average Closing Average rate 2013 rate rate 2012 rate USD 0,89 0,92 0,91 0,93 GBP 1,47 1,45 1,48 1,48 EUR 1,23 1,23 1,21 1,20 Major currencies 54 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. The income and expenses generated by the Group companies are accounted for in the period to which they relate. Personnel welfare liabilities Contributions are reported as personnel expenses in the profit and loss account for the year to which they relate. Each year the Group determines whether it has derived any economic benefits or commitments from personnel welfare plans for Group staff. If any are found, they are stated in the balance sheet pursuant to rule 16 of the Swiss accounting principles (GAAP RPC 16). The difference in relation to he corresponding amount reported the previous year is included in “Personnel expenses” in the profit and loss account. This annual study is based on contracts, on financial statements bearing a closing date no older than 12 months and drawn up in accordance with GAAP RPC 16 (in the case of Swiss pension funds) and on any other relevant calculations. Other balance sheet and profit and loss items The accounting principles and valuation policies concerning other items are set out in the Notes to the Consolidated Financial Statements. RAPPORT ANNUEL 2013 | 55 Consolidated balance sheet at 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) (in %) Assets Cash and other liquid assets 18 3'397'760 3'716'986 (319'226) (8,6) Claims arising from money market paper 1, 18 158'463 259'543 (101'080) (38,9) Due from banks 2, 18 9'905'850 7'794'129 2'111'721 27,1 Due from customers 3, 18 1'689'327 1'639'676 49'651 3,0 Mortgage loans 3, 18 44'636 23'380 21'256 90,9 Total advances to customers 4, 20 1'733'963 1'663'056 70'907 4,3 Securities and precious metals trading portfolios 5, 18 19'778 18'216 1'562 8,6 Financial investments 6, 18 754'820 1'125'788 (370'968) (33,0) (4,0) Holdings 7, 8 97'451 101'561 (4'110) Fixed assets 8 232'684 256'629 (23'945) (9,3) Intangible assets 8 9'272 1'278 7'994 625,5 Accrued income and prepaid expenses 8 106'831 92'811 14'020 15,1 Other assets 9 170'126 169'072 1'054 0,6 8, 19, 21, 22, 23 16'586'998 15'199'069 1'387'929 9,1 2'563 2'540 23 0,9 42'211 45'390 (3'179) (7,0) Total assets Subordinated amounts receivable Due from non-consolidated Group companies and qualifying shareholders 56 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 7, 14 Consolidated balance sheet at 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) (in %) 273,8 Liabilities Liabilities arising from money market paper 18 3'607 965 2'642 Due to banks 18 316'812 306'574 10'238 3,3 Due to customers on savings or deposit accounts 18 6'905 7'087 (182) (2,6) 11, 18 14'424'835 13'060'356 1'364'479 10,4 14'431'740 13'067'443 1'364'297 10,4 199'557 181'797 17'760 9,8 235'236 (34'862) (14,8) Other amounts due to customers Total due to customers Accrued expenses and deferred income Other liabilities 12 200'374 Valuation adjustments and provisions 13 106'118 69'615 36'503 52,4 Reserves for general banking risks 13 262'152 287'423 (25'271) (8,8) Share capital 14 45'000 45'000 -‐ - 91'455 92'096 (641) (0,7) 889'421 880'220 9'200 1,0 (68'234) (66'045) (2'189) 3,3 33'573 32'394 1'179 3,6 75'423 66'351 9'072 13,7 Additional paid-in capital and other reserves Retained earnings 15 Treasury stock Minority interests in shareholders’ equity 16 Consolidated net income 11'899 6'945 4'954 71,3 17 1'328'790 1'337'439 (8'649) (0,6) 19, 21, 23 16'586'998 15'199'069 1'387'929 9,1 - - - - 7, 14 16’626 22'164 (5’538) (25,0) Contingent liabilities 4, 20, 24, 25 193'795 298'395 (104'600) (35,1) Irrevocable liabilities 4 66'337 78'302 (11'965) (15,3) Liabilities for unpaid share capital and additional capital contributions 4 1'958 2'107 (149) (7,1) 139'048 142'383 (3'335) (2,3) of which: - minority interests Total Group capital and reserves Total liabilities Subordinated liabilities Due to non-consolidated holdings and qualifying shareholders Off-balance sheet transactions Derivative instruments Positive Negativereplacement replacementvalues values 26 Underlying values Fiduciary transactions Contingent liabilities 27 136'557 141'230 (4'673) (3,3) 22'137'362 19'997'453 2'139'909 10,7 3'190'274 3'435'510 (245'236) (7,1) RAPPORT ANNUEL 2013 | 57 Consolidated profit and loss account for the year ended 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) (in %) (7'042) 20 (15,9) 26,7 Interest and discount income Interest and dividend income on trading portfolios 29 29 37'333 95 44'375 75 Interest and dividend income on financial investments 29 5'003 4'526 477 10,5 Interest payable 30 5'391 6'911 (1'520) (22,0) 37'040 42'065 (5'025) (11,9) 1'444 1'370 74 5,4 Interest income, net Commission income on lending activities Commission income on securities and investment transactions 31 537'357 519'018 18'339 3,5 Commission income on other services 32 75'243 55'496 19'747 35,6 Commissions payable 106'766 110'512 (3'746) (3,4) Fee and commission income, net 507'278 465'372 41'906 9,0 83'548 91'435 (7'887) (8,6) Results of trading operations 33 Proceeds from the sale of financial investments Income from holdings of which: - holdings reported using the equity method - other non-consolidated holdings Real estate income Other ordinary income 34 Other ordinary expenses Other ordinary results Total operating income 2'343 1'384 959 69,3 22'662 18'062 4'600 25,5 14'995 13'992 1'003 7,2 7'667 4'070 3'597 88,4 (31,6) 1'292 1'889 (597) 20'922 14'379 6'543 45,5 2'144 3'391 (1'247) (36,8) 45'075 32'323 12'752 39,5 672'941 631'195 41'746 6,6 Personnel expenses 35 393'130 386'050 7'080 1,8 Other operating expenses 36 153'531 135'815 17'716 13,0 Total operating expenses 546'661 521'865 24'796 4,8 Gross profit 126'280 109'330 16'950 15,5 8,37 38'497 40'269 (1'772) (4,4) 38 53'251 16'008 37'243 232,7 (34,9) Depreciation of fixed assets Valuation adjustments, provisions and losses Result before extraordinary items and taxes 34'532 53'053 (18'521) Extraordinary income 39 59'562 38'943 20'619 52,9 Extraordinary expenses 39 6'597 8'804 (2'207) (25,1) Taxes Consolidated net income of which: - minority interests’ share in consolidated net income 58 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 40 12'074 16'841 (4'767) (28,3) 41, 42, 43 75'423 66'351 9'072 13,7 11'899 6'945 4'954 71,3 Consolidated cash flow statement At 31 December 2013 (in thousands of CHF) 2013 2012 Source of funds Application of funds Source of funds Application of funds Group net income 75'423 Depreciation of fixed assets 38'497 - 66'351 - - 40'269 - - 14'020 673 - Accrued expenses and deferred income 17'760 - - 7'418 Valuation adjustments and provisions 36'503 - 4'150 - - 25'271 - 24'311 Accrued income and prepaid expenses Reserves for general banking risks Previous year’s dividend Other changes in reserves and minority interests Net cash used in/provided by operating activities (results of operations) Share capital Balance 56'250 5'777 111'443 116'256 641 - 1'548 641 - 1'548 4'169 - - 9'606 16'618 - - - Other fixed assets - 26'768 - 46'644 Other intangible assets - 11'463 10'772 - Exchange rate changes Net cash used in/provided by transactions involving financial investments and fixed assets Claims arising from money market paper - 992 620 - 20'787 39'223 11'392 56'250 101'080 - - 241'840 - land and buildings Liabilities arising from money market paper Money market transactions Due from banks Due to banks Financial investments Securities and precious metals portfolios held for trading purposes Banking and trading activities 1'910 168'183 97'451 - 78'750 - Additional paid-in capital Net cash used in/provided by transactions involving shareholders’ equity - other non-consolidated holdings - 2'642 - 103'722 - - 70'732 (18'436) 917 - 917 241'840 2'111'721 - 402'318 103'722 10'238 - 47'449 - 370'968 - - 51'331 - 1'562 13'865 - 381'206 2'113'283 61'314 453'649 Due from customers - 49'651 - 262'271 Mortgage loans - 21'256 - 12'166 Savings and deposit accounts - 182 - 271 1'364'479 - 1'330'576 - - - - - 1'364'479 71'089 1'330'576 274'708 - 1'054 192'425 - Other amounts due to customers Medium-term bank bonds Transactions with customers Other assets Other liabilities - 34'862 Other balance sheet items - 35'916 319'226 - Cash and other liquid assets Balance (1'732'077) 1'293'390 (35'916) - 147'448 192'425 147'448 - 416'368 (4'813) (44'858) (240'923) (392'335) 1'055'868 44'977 319'226 - - - 416'368 (416'368) Net cash used in/provided by banking activities 2'168'633 2'220'288 (51'655) 1'585'232 1'534'013 51'219 Total cash flows 2'357'603 2'357'603 1'708'067 1'708'067 RAPPORT ANNUEL 2013 | 59 Notes to the consolidated financial statements Description of operations and disclosure of staff size Description of our risk control and management system Banque Privée Edmond de Rothschild SA, the Edmond de Rothschild Group’s flagship entity, is an all-service bank specialising in wealth management for private and institutional clients. It is a member of SIX Swiss Exchange. Risk management Converted to full-time jobs, the number of staff employed by the Banque Privée Edmond de Rothschild Group stood at 1716 at end-2013 versus 1755 a year earlier. Through its network of branches and subsidiaries in Switzerland and abroad, the Group conducts on its clients’ behalf all the operations customarily performed by private banking institutions. Fee and commission business on behalf of clients mainly includes portfolio management, fiduciary deposits and payment transactions, along with trading in securities, precious metals and derivative instruments. The Group also manages and administers investment funds. In addition, the Group actively deals in debt instruments, equities, currencies, precious metals and derivatives on a proprietary basis, but does not engage in commodity trading. Disclosure of accounting principles and valuation policies Risk policy Banque Privée Edmond de Rothschild SA (“the Bank”) and its subsidiaries in Switzerland and abroad (“the Group”) are mainly active in Private Banking and Asset Management. The Group’s operations also include administering investment funds and providing investment advisory services. As the Group’s parent company, the Bank is responsible for supervising risk control and management throughout the Group. A joint risk policy drawn up by the Bank and approved by the Board of Directors sets the general guidelines that apply to all the Group entities. Taking account of these guidelines and local regulations, each affiliate sets up its own section in charge of identifying, monitoring and mitigating the risks to which it is exposed. Large human and technical resources have been made available for the supervision and organisational structure of the Group’s risk control units. These resources are constantly adapted to take account of regulatory changes and the requirements of the Group’s business. Risk management is set up as follows: - The Board of Directors determines the Group’s risk appetite and the components of risk management, in line with the recommendations made by Edmond de Rothschild Holding SA for the Edmond de Rothschild Group as a whole. - The Audit Committee supervises and assesses the operational aspects of risk management. It monitors risks periodically by examining reports compiled at regular intervals or on request by the Risk Control and Management Department. The general accounting and consolidation principles are set out under a separate heading. All assets, liabilities and off-balance sheet transactions reported under the same heading in the Notes to the consolidated financial statements. 60 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. - The Executive Committee is responsible for implementing procedures designed to identify, analyse, evaluate and monitor all risks incurred by the Bank and the Group. Together with the Risk Committee it oversees implementation of the risk policy laid down by the Board of Directors and ensures that all important information on the status of the aforementioned risks is collected, processed and notified to the designated management and supervisory bodies. - Department heads are in charge of anticipating, preventing and managing the main occurrences that could affect the attainment of their business objectives and the underlying operational processes ; - The Risk Manager sees to it that the Group’s risk management guidelines and methods are incorporated into decision- making and operational processes. He monitors risk expo- sure and compliance with the relevant limits, and reports on risk status to the Bank/Group. Each Group entity has a Risk Control and Management unit that reports regularly to the Bank’s Risk Manager. - The Bank and its subsidiaries are a subgroup of Edmond de Rothschild Holding SA (“the Holding Company”), which controls the Edmond de Rothschild Group (“the EdR Group”). As such the Holding Company is regulated by FINMA on a consolidated basis. To satisfy FINMA’s requirements regarding management and control of the risks faced by the EdR Group, the Holding Company has set up a Risk Council combining the heads of the risk units of all the EdR Group’s entities, who together report to the Group’s Chief Risk Officer. An operating charter was drafted for this Council setting out certain guidelines that reflect the EdR Group’s Strategic Plan. The charter is backed up by frequent exchanges and collaboration between the Council’s participants. Interest rate and liquidity risks The liquidity risk is the risk that the Group might not be able to meet its present and future cash flow and collateral requirements, whether expected or unexpected, without harming its daily operations or financial situation. The interest rate risk resides in the vulnerability of the Group’s net worth or net interest margin to an adverse movement in market interest rates. The Bank and its subsidiaries take a prudent approach to cash management, not only by choosing first-class counterparties but also by giving preference to overnight and/or short-term deposits. Our emphasis is on safeguarding our commitments to clients, in normal and stress situations alike. We moreover seek to match resources to their use, in terms of both duration and maturities. Finally, the Bank and the Group scrupulously comply with the liquidity ratios required by the current legal provisions and m a d e m a j o r e f f o r t s i n t h e r e p o r t i n g p e r i o d t o keep in step with the new rules under the Basel III accords. The risks attaching to liquidity and interest rate positions/ maturities are gauged by using the most up-to-date balance sheet management techniques and by tracking these items with dedicated software. An Asset and Liability Management (ALM) Committee drafts and oversees the implementation of rules on managing liquidity, interest rate and forex risks. It is also responsible for optimising cash management and ensuring structural control of the balance sheet. Credit risk This is the risk that a client, bank or other counterparty might not be able to honour an obligation towards the Group. RAPPORT ANNUEL 2013 | 61 Counterparty banks Market risk The counterparty banks that the Group deals with are selected rigorously and kept under close scrutiny. Our exposure to them is monitored continuously by a team of controllers, and the limits that we have granted to each are updated periodically or in real time if so required by a deteriorating situation. To minimise the counterparty risk attaching to correspondent banks, we give preference to reverse repo agreements and to depositing cash directly with central banks. All the Group entities use the limits system and monitor the risk of counterparty concentration. This lies in the vulnerability of the Group’s financial situation to adverse swings in market prices and especially in the underlying value and implied volatility of currencies, equities, precious metals and commodities. Securities dealing on a propriety basis forms a very small part of the Group’s business. In currencies and precious metals we chiefly operate on behalf of clients and build only small nostro positions. The limits granted to traders are low, and their use of these is monitored constantly with software by separate risk management and internal control services. Clients The credit facilities that we grant to clients are mainly shortterm advances secured by their investments and, to a lesser extent, loans in connection with their business activities. Clients who have assets deposited with a Group entity may also be granted a mortgage for the purchase of a primary residence. Applications for credit facilities are subject to stringent analysis, and the pledged securities are assigned a collateral ratio according to their liquidity, valuation, credit rating and diversification in terms of asset class and geographical spread. Daily monitoring of the client credit risk is handled by a special team that also administers outstanding loans. Financial investments The Group’s financial services companies may invest part of their capital and liquidity in first-class financial assets, Including but not limited to bonds and other debt securities that meet strict credit-rating standards. These Investments must be such that they diversify the Group’s liquidity across medium- term instruments while also garnering regular returns. They are subject to specific limits and are chosen by employees of our own a s s e t m a n a g e m e n t departments. Monitoring the limits and portfolios is the responsibility of the ALM Committee, to which reports are submitted regularly. 62 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Operational risk This is the risk of loss that the Group would suffer owing to the inadequacy or failure of internal procedures, staff, IT systems or external occurrences. The Group’s entities have adopted a commune policy aimed at monitoring and mitigating the following operational risks that are Inherent in their private banking, asset management and/or investment fund administration segments: strategic and business risks, internal and external fraud, negligence regarding confidentiality and/or banking secrecy protection requirements, flawed practices in managing client assets and collective investment schemes, business disruptions resulting from system failures and other extraordinary causes. The Risk Control and Management Department has a unit focused on operational risks that suggests ways to improve our risk management and internal control capabilities. Its responsibilities include: - devising the methodology for managing operational risks (based primarily on the Basel II and III rules), submitting this methodology to the Risk Committee for approval and overseeing its implementation, - recording operational incidents, analysing them and evaluating measures designed to prevent their recurrence. Outsourcing Except in the area of fund administration support services provided by Banque Privée Edmond de Rothschild Europe, Luxembourg, our Bank and its subsidiaries do not outsource services within the meaning of FINMA circular 2008/7. This unit is tied in with the Bank’s supervision and internal control system. It collaborates closely with the Internal Control Department in gauging the relevance and effectiveness of the Group’s controls and action plans, with a view to mitigating those risks that have been identified as high and/or critical. It uses specially designed software deployed throughout the Group. It reports to the Risk Committee periodically and, if required by the circumstances, to the Executive Committee. A business continuity and organisational plan has been drawn up to deal with possible crisis situations that the Bank has identified and that could totally or partially disrupt our operational processes. Human and technical resources including an entire infrastructure have been deployed that would enable us to provide essential services at reduced capacity and return to normal. Given our Bank’s objectives in terms of business continuity following a disaster or major incident, this plan and the related tests and drills will be further developed in 2014. RAPPORT ANNUEL 2013 | 63 1 Claims arising from money market paper Rescriptions and treasury bills Other bills and money market paper Total 2 2012 Change (in CHF ‘000) (in %) (59,2) 6'423 15'742 152'040 243'801 - 158'463 259'543 (38,9) 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Due from banks Due from banks 2'633'911 2'524'924 4,3 Reverse repos 7'271'939 5'269'205 38,0 9'905'850 7'794'129 27,1 Total 3 2013 (in CHF ‘000) 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Advances to customers Current account overdrafts 717'552 682'028 5,2 Advances and fixed term loans 971'775 957'648 1,5 1'689'327 1'639'676 3,0 44'636 23'380 90,9 1'733'963 1'663'056 4,3 Total due from customers Mortgage loans Total Current account overdrafts, advances and fixed term loans and mortgage loans are shown at face value, less any required adjustments. 64 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 4 Mortgage collateral Other collateral Unsecured Total 8'224 1'604'061 77'042 1'689'327 Schedule of collateral (in thousands of CHF) Loans Due from customers Mortgage loans 44'636 - - 44'636 Total 2013 - residential property 52'860 1'604'061 77'042 1'733'963 Total 2012 40'944 1'457'543 164'569 1'663'056 Contingent liabilities - 187'525 6'270 193'795 Irrevocable liabilities - 63'555 2'782 66'337 Liabilities for unpaid share capital and additional capital contributions - - 1'958 1'958 Total 2013 -‐ 251'080 11'010 262'090 Total 2012 -‐ 341'472 37'332 378'804 Off-balance sheet transactions Gross value Estimated proceeds from sale of collateral Total 2013 9'372 - 9'372 9'349 Total 2012 13'620 - 13'620 13'607 Net value Individual valuation adjustments Nonperforming loans (in thousands of CHF) Delinquent claims, i.e. claims for which the borrower is unlikely to honour his future commitments, are evaluated on an individual basis and the resulting depreciation is covered by itemised valuation adjustments. Off-balance sheet transactions, primarily involving contingent liabilities, guarantees and derivative instruments, are also included in this review. A claim is deemed delinquent when there is substantive evidence that future principal and interest payments due under contract are unlikely to be made or are over 90 days in arrears. Interest is deemed in arrears when overdue for more than 90 days. Nonperforming loans and overdue interest do not appear in the profit and loss account, but are reported instead in “Valuation adjustments and provisions”. RAPPORT ANNUEL 2013 | 65 5 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 3'465 3'416 1,4 3'465 3'416 1,4 16'313 14'769 10,5 - 31 (100,0) 19'778 18'216 8,6 Securities and precious metals trading portfolios Debt instruments of which: - listed Equity paper Precious metals Total Securities are reported at their fair value on the balance sheet date (securities traded on a recognised Stock Exchange or representative market; if these conditions are not fulfilled, the securities are evaluated at their lowest quoted price); capital gains and losses are recorded under “Results of trading operations”. Regarding balance sheet reporting of treasury stock, see Note 17. 6 Financial investments Total 754'820 2013 Debt instruments of which: - intended to be held until maturity - reported as per lowest valuation Equity paper of which: - qualifying equity stakes (min. 10% of capital or votes) Precious metals Buildings of which: - securities eligible for repo agreements under liquidity regulations 1'125'788 (33,0) 2012 Book value Fair value Book value Fair value 278'872 215'060 295'083 230'510 256'011 178'698 262'223 181'667 63'812 64'573 77'313 80'556 53'598 60'588 56'600 62'946 - - - - 422'350 422'350 813'177 813'177 - - - - 754'820 778'021 1'125'788 1'138'346 163'367 - 142'709 - Interest-bearing securities that are intended to be held until maturity are evaluated using the accrual method. Capital gains and losses are calculated for the duration of issues, i.e. until their redemption date. Interest-bearing securities that are not intended to be held until maturity appear at their lowest valuation. When the market value of listed securities is below their acquisition price or when the price of unlisted securities is below the net asset value of the issuing company, the difference is charged to “Other ordinary expenses”. Precious metals held to set off commitments towards clients are stated at their fair value. Regarding balance sheet reporting of treasury stock, see Note 17. 66 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 7 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Non-consolidated holdings With market value 14’266 14’266 - With no market value 83’185 87’295 (4,7) 97'451 101'561 (4,0) Holdings valued as per the equity method 43'453 55'049 (21,1) Other non-consolidated holdings 53'998 46'512 16,1 97'451 101'561 Total “Holdings valued as per the equity method” includes significant interests owned by the Group (20-50% of the relevant company’s share capital). Differences arising from the first equity consolidation: - positive, included under “Retained earnings” 2'365 2'365 - negative, shown under “Intangible assets” 1'128 -‐ Companies consolidated on the balance sheet using the equity method: - La Compagnie Benjamin de Rothschild SA, Meyrin, owned by: Banca Privata Edmond de Rothschild Lugano SA, Lugano (17.34%) and Banque Privée Edmond de Rothschild SA, Geneva (17.34%) Total share capital CHF 11,534,000.– - ACH Management SA, Luxembourg, owned by: Banque Privée Edmond de Rothschild SA, Geneva (27%), Edmond de Rothschild Capital Holdings Ltd, London (10%) and Edmond de Rothschild International Funds Ltd, Bermuda (1%) Total share capital USD 154,128 - LCF EdR Nikko Cordial, Japan, owned by: Banque Privée Edmond de Rothschild Europe, Luxembourg (50%) Total share capital JPY 100,000,000 LCH Investment NV, Netherlands Antilles, owned by: Banque Privée Edmond de Rothschild SA, Geneva (43%) Edmond de Rothschild Limited, London (0.5%) and Edmond de Rothschild International Funds Ltd, Bermuda (0.5%) Total share capital USD 2,000 - Orox Asset Management SA, Geneva, owned by: Banque Privée Edmond de Rothschild SA, Geneva(40%), Total share capital CHF 2,000,000 Due from or to holdings consolidated using the equity method: Due from customers Adjustments accounts Other assets -‐ 1 723 451 - 86 Total assets 723 538 Due to banks - - 4'635 11'677 Other amounts due to customers Other liabilities Total liabilities 389 297 5'024 11'981 34,4 (58,1) The other equity stakes are evaluated at their acquisition price less any write-offs to allow for long-term capital losses. Other capital losses are shown in the balance sheet as “Valuation adjustments and provisions” and in the relevant item of the profit and loss account. RAPPORT ANNUEL 2013 | 67 Acquisition value at 1 January 2013 8 Accumulated depreciation at 1 January 2013 Group value at 1 January 2013 55'049 Schedule of non-current assets (in thousands of CHF) Holdings consolidated using the equity method 55'049 - Other holdings 46'962 (450) 46'512 Non-consolidated holdings 102'011 (450) 101'561 Bank premises 236'473 (52'733) 183'740 Other buildings 13'200 (4'343) 8'857 Other fixed assets 324'242 (260'210) 64'032 Total fixed assets 573'915 (317'286) 256'629 Goodwill 74'980 (73'702) 1'278 Other intangible assets 87'163 (87'163) - 162'143 (160'865) 1'278 Intangible assets 2013 2012 (in CHF ‘000) (in CHF ‘000) Fire insurance value of bank premises Fire insurance value of other buildings 187'550 13'631 197205 13'410 Fire insurance value of other fixed assets 125'843 123'132 - - Commitments: future leasing instalments under operating leases Fixed assets Goodwill Increases and decreases in the value of holdings consolidated using the equity method are shown under “Investments” and “Divestitures” respectively. If the cost of an acquisition exceeds the net value of its assets as Investments in new fixed assets which are to be used for more than one financial year and exceed the balance-sheet reporting threshold are stated at their purchase value. Investments in existing fixed assets are reported as assets if their market or usage value increases for an extended period or if their useful life increases significantly. company’s first-time full consolidation or consolidation at equity are assessed according to the Group principles, the difference is considered goodwill and stated in the balance sheet. The differences arising from a amortised in the profit and loss account over a five-year period. Other intangible assets Other intangible assets when acquired are reported in the balance sheet Fixed assets are reported in subsequent years at their purchase value less accumulated depreciation. They are written down according to a predetermined schedule throughout their useful life, and the correctness of their value is reviewed each year. If this assessment reveals a change in an asset’s projected useful life or a decrease in its actual worth, the residual book value is either amortised as per the new schedule or written down accordingly at the end of the reporting period. Planned and additional unplanned write-downs are stated as expenses under “Depreciation of fixed assets” in the profit and loss account. If the reason for a write-down ceases to exist, the relevant asset is re-evaluated. Land and buildings are amortised on a straight-line basis over their useful life, set at 66 years. Other fixed assets comprising furniture, equipment and fixtures (including renovations) are amortised on a straight-line basis over a useful life, set at two to five years depending on their nature. Profits on sales of fixed assets are included in “Extraordinary income” and losses in “Extraordinary expenses”. 68 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. if it is believed that they will provide the Group with financial benefits over a number of years. Other intangible assets created by the Group itself do not appear at their fair value; following their valuation, they are reported in the balance sheet at their purchase price and amortised in the profit and loss account at their residual value over a five-year useful life. The currency of the residual value is reviewed each year. If this review reveals a change in the duration of their useful life or a decrease in their actual worth, the Group amortises the residual book value in accordance with the new useful life or by means of an unplanned write-down. Forex adjustments Redesignations Investments and newly consolidated assets Divestitures and assets no longer consolidated Depreciation including changes in scope of consolidation Group value at 31 December 2013 (66) - 1'315 (12'845) - 125 - 7'361 - - 43'453 53'998 59 - 8'676 (12'845) - 97'451 387 - - (16'618) (4'251) 163'258 - - - - (266) 8'591 546 - 28'962 (2'194) (30'511) 60'835 933 - 28'962 (18'812) (35'028) 232'684 - - 11'463 - (3'469) 9'272 - - - - - - - - 11'463 - (3'469) 9'272 RAPPORT ANNUEL 2013 | 69 9 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 139'048 142'383 (2,3) 8 7 14,3 31'070 26'682 16,4 170'126 169'072 0,6 Other assets Positive replacement value of derivative instruments Set-off account Other Total 2013 2012 Book value of assets Actual encumbrance Book value of assets Actual encumbrance 20'103 - 29'447 - 10 Assets pledged or assigned to cover own liabilities and assets subject to reservation of ownership (in thousands of CHF) Securities pledged to a Stock Exchange to cover settlements Other 2'000 - - - Assets pledged or assigned to cover own liabilities 22'103 - 29'447 - Total encumbrances covering own liabilities 22'103 - 29'447 - 2013 2012 Claims arising from cash pledged as collateral under securities borrowing and reverse repo agreements 7'271'939 5'269'205 Securities received as collateral under securities lending agreements and securities received under borrowing or reverse repo agreements which the Bank has been authorised without restriction to sell or pledge subsequently 7'524'538 5'334'138 - - Securities lending and repurchase agreements of which: - those of the above securities which were sold or pledged The fees earned or paid as a result of securities lending are reported as per the duration of the loan and appear respectively as interest income or interest charges. Repos and reverse repos are used to finance and refinance the purchase of special kinds of equities. They are stated as loans secured by financial instruments or as deposits secured by shares from the Bank’s treasury stock. They are stated as advances secured by securities or as deposits for which the Bank has pledged securities. The interest income arising from reverse repos and the interest charges arising from repos are reported as per the duration of the relevant transactions. 11 Disclosure of commitments to own pension plans Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 50'128 46'303 8,3 Commitments to own pension plans (joint and employer foundations alike) are stated under “Other amounts due to customers”. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 136'557 141'230 (3,3) 99 90 10,0 12 Other liabilities Negative replacement value of derivative instruments Set-off account Other Total 63'718 93'916 (32,2) 200'374 235'236 (25,5) For 2013 the “Other” line mainly includes the profit generated by the creation of the joint venture described on p. 52 in the “Consolidation principles” section. 70 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Situation at end 2012 Uses Changes in and scope of releases as consolidation designated Recoveries, New interests at provisions risk and charged to forex profit and loss differences account Releases Situation at reported in end 2013 profit and loss account 13 Valuation adjustments and provisions Reserves for general banking (in thousands of CHF) Provisions for taxes and deferred taxes 35'201 - - 124 1'101 (9'546) 26'880 17'105 (1'076) 513 99 613 (4'405) 12'849 - other provisions 30'913 (1'616) 1'100 301 48'551 (3'514) 75'735 Subtotal 48'018 (2'692) 1'613 400 49'164 (7'919) 88'584 Total valuation adjustments and provisions 83'219 (2'692) 1'613 524 50'265 (17'465) 115'464 Less valuation adjustments deducted directly from assets: 13'604 9'346 13'604 9'346 69'615 106'118 Valuation adjustments and provisions for default and other risks: - valuation adjustments and provisions for default risks (credit and country risks) Of which:- customers Total valuation adjustments and provisions as per balance sheet Reserves for general banking risks 287'423 (381) 2'061 2 5'167 (32'120) 262'152 Reflecting the Group’s cautious stance, valuation adjustments and pro- visions are allocated on an individual basis to all discernible risks of loss. Valuation adjustments and provisions that become economically unnecessary during the course of a financial year are released and reported under the relevant heading in the profit and loss account. Individual valuation adjustments are deducted from the relevant balance sheet items. Deferred taxes mainly relate to temporary changes in reserves for general banking risks. They are calculated based on the average tax rate foreseen at the time the balance sheet is drawn up. Reserves for general banking risks form part of consolidated shareholders’ equity. The portion accruing to the Group minority shareholders is deducted from these reserves. Litigation The Group is involved in a number of judicial proceedings in relation to its normal business. The general business environment entails certain legal risks whose impact on our financial situation and profitability is difficult to gauge at the current stages of these proceedings. In line with our policy, the Group creates provisions for pending or contingent procedures when senior management believes that these could give rise to a loss or a financial liability, or when the dispute is likely to be settled in the form of a transaction and the amount of the obligation or loss can be reasonably estimated. For certain procedures, however, the Group is not able to reasonably estimate the size of the loss, for example because of the complexity of the proceedings, the fact that they are only at a preliminary stage, the uncertainty they entail or for other objective reasons. The foregoing valuation adjustments moreover include the instalment provided for under the tax agreement between Switzerland and the UK and provisions relating to the Bank’s participation in the tax settlement programme of the US Department of Justice, in line with the recommendations of the Swiss Financial Market Supervisory Authority (FINMA). RAPPORT ANNUEL 2013 | 71 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 200,000 fully paid registered shares with a par value of CHF 100.– 20'000 20'000 - 50,000 fully paid bearer shares with a par value of CHF 500.– 25'000 25'000 - 45'000 45'000 - 41'139 44'687 14 Share capital Total Due to and from qualifying shareholders: Due from customers 224 165 Other assets 41'363 44'852 Total claims 11'596 9'867 Other amounts due to customers Other liabilities 15 Retained earnings and other reserves Retained earnings Passive difference from consolidation and equity consolidation Accrued currency translation differences Total 16 Minority interests in shareholders’ equity Retained earnings Passive difference from consolidation and equity consolidation Total 72 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. (7,8) 6 316 11’602 10'183 14 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 966'671 962'295 0,5 6'793 7'224 (6,0) (84'043) (89'299) (5,9) 889'421 880'220 1,0 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 44'122 43'302 1,9 (10'549) (10'908) (3,3) 33'573 32'394 3,6 2013 2012 (in CHF ‘000) (in CHF ‘000) Share capital 45'000 45'000 Additional paid-in capital 92'096 93'644 912'614 862'048 17 Statement of changes in shareholders’ equity Share capital at beginning of year Retained earnings at beginning of year (including minority interests’ share in shareholders’ equity) of which: -currency translation differences Reserves for general banking risks Group net income Treasury stock Total shareholders’ equity at beginning of the reporting period Capital increase/decrease (100'207) (99'607) 287'423 311'734 66'351 125'064 (66'045) (56'016) 1'337'439 1'381'474 - - Allocations to/releases from reserves for general banking risks (25'271) (24'311) Dividend (56'250) (78'750) Other allocations to/releases from retained earnings (5'337) 4'852 Net income 75'423 66'351 (16'805) (28'199) 14'617 18'170 Profit or loss on sales of treasury stock (641) (1'548) Currency translation differences 5'615 (600) 1'328'790 1'337'439 45'000 45'000 Treasury stock buybacks (at purchase price) Sales of treasury stock (at purchase price) Total shareholders’ equity at end of the reporting period of which: - share capital - additional paid-in capital - retained earnings (including minority interests’ share in shareholders’ equity) of which: - currency translation differences - reserves for general banking risks - Group net income of which: - minority interests’ share in net income Treasury stock 91'455 92'096 922'994 912'614 (94'592) (100'207) 262'152 287'423 75'423 66'351 11'899 6'945 (68'234) (66'045) The minority shareholders are considered as providers of funds to the Group. As a consequence, their interest is treated as Group equity. Similarly, net income attribuable to minority interests is included in consolidated net income. 2013 2012 (number of shares) (number of shares) Treasury stock included in securities and precious metals trading portfolio - number of own shares at 1 January 2013 140 113 - number of shares purchased during the reporting year 195 387 (186) (360) 149 140 Own shares deducted from shareholders’ equity: - number of shares sold during the reporting year - number of own shares at 31 December 2013 Treasury stock reported as financial investments - number of own shares at 1 January 2013 - number of shares purchased during the reporting year - number of shares sold during the reporting year - number of own shares at 31 December 2013 2'696 2'221 650 875 (541) (400) 2'805 2'696 RAPPORT ANNUEL 2013 | 73 On demand Callable Within In 3 to 12 In 12 3 months months months to 5 years After 5 years Total 3'397'760 18 Maturity profile of current assets, financial investments and borrowed funds (in thousands of CHF) Current assets Cash and other liquid assets Claims arising from money market paper Due from banks Due from customers Mortgage loans Securities and precious metals held for trading purposes Financial investments 3'397'760 - - - - - - 461 154'320 3'682 - - 158'463 443'221 - 9'416'658 45'971 - - 9'905'850 7'052 717'551 345'061 526'002 51'602 42'059 1'689'327 - 371 1'454 19'200 23'611 - 44'636 19'778 - - - - - 19'778 476'532 - 18'304 36'282 223'702 - 754'820 Total 2013 4'344'343 718'383 9'935'797 631'137 298'915 42'059 15'970'634 Total 2012 5'159'420 705'407 7'897'386 530'854 208'871 75'780 14'577'718 Borrowed funds Liabilities arising from money market paper Due to banks Due to customers on savings or deposit accounts 512 3'095 - - - - 3'607 310'403 - 5'822 - 587 - 316'812 - 6'905 - - - - 6'905 Other amounts due to customers 14'048'116 708 199'221 163'952 12'838 - 14'424'835 Total 2013 14'359'031 10'708 205'043 163'952 13'425 -‐ 14'752'159 Total 2012 12'888'199 9'845 289'927 172'689 14'322 -‐ 13'374'982 74 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 19 Due from and to affiliated companies Due from banks 124'682 7'882 Adjustment accounts 3'576 1'767 Other assets 2'460 7'352 130'718 17'001 Total claims Due to banks Other amounts due to customers Adjustment accounts Other liabilities Total commitments 1'471 3'441 17'962 15'885 411 927 1'526 3'726 21'370 23'979 668,9 (10,9) Affiliated companies include the majority holdings of Edmond de Rothschild Holding SA, which are not part of the Banque Privée Edmond de Rothschild Group. All transactions with affiliated parties are carried out on the usual terms, both at the Bank in Switzerland and at our foreign subsidiaries. 2013 2012 Loans Number of members Loans Number of members 43’134 4 51’285 7 20 Loans granted to the governing bodies of the Bank Guarantee commitments on behalf of the governing bodies of the Bank Loans granted to the governing bodies (in thousands of CHF) - to members of boards of directors - to members of the executive committee 40 2 2'092 6 43'174 6 53'377 13 Commitments Number of members Commitments Number of members - members of boards of directors 451 7 581 7 - members of the executive committee 128 5 823 9 54 6 37 5 633 18 1'441 21 Total Guarantee commitments on behalf of the following persons (in thousands of CHF) - internal auditors Total RAPPORT ANNUEL 2013 | 75 2013 21 2012 Swiss Foreign Total Swiss Foreign Total 2'908'469 489'291 3'397'760 2'720'931 996'055 3'716'986 228 158'235 158'463 255'805 3'738 259'543 Due from banks 814'417 9'091'433 9'905'850 583'286 7'210'843 7'794'129 Due from customers 211'495 1'477'832 1'689'327 144'158 1'495'518 1'639'676 38'136 6'500 44'636 16'880 6'500 23'380 3'019 16'759 19'778 31 18'185 18'216 546'859 207'961 754'820 948'486 177'302 1'125'788 Breakdown of Swiss and foreign assets and liabilities (in thousands of CHF) Assets Cash and other liquid assets Claims arising from money market paper Mortgage loans Securities and precious metals held for trading purposes Financial investments Non-consolidated holdings Fixed assets Intangible assets Accrued income and prepaid expenses Other assets Total assets 67'691 29'760 97'451 74'259 27'302 101'561 179'137 53'547 232'684 185'970 70'659 256'629 9'272 - 9'272 1'278 - 1'278 13'497 93'334 106'831 21'567 71'244 92'811 104'155 65'971 170'126 97'823 71'249 169'072 4'896'375 11'690'623 16'586'998 5'050'474 10'148'595 15'199'069 3'607 - 3'607 965 - 965 17'200 299'612 316'812 10'800 295'774 306'574 6'255 650 6'905 6'450 637 7'087 Liabilities Liabilities arising from money market paper Due to banks Customer savings and deposit accounts Other amounts due to customers 1'765'227 12'659'608 14'424'835 1'553'908 11'506'448 13'060'356 Accrued expenses and deferred income 76'664 122'893 199'557 74'324 107'473 181'797 Other liabilities 56'682 143'692 200'374 64'256 170'980 235'236 Valuation adjustments and provisions 80'024 26'094 106'118 44'129 25'486 69'615 Reserves for general banking risks 208'037 54'115 262'152 232'865 54'558 287'423 Share capital 45'000 - 45'000 45'000 - 45'000 Additional paid-in capital and other reserves 90'524 931 91'455 91'165 931 92'096 Retained earnings 652'293 237'128 889'421 668'644 211'576 880'220 Treasury stock (68'234) - (68'234) (66'045) - (66'045) - 33'573 33'573 - 32'394 32'394 (5'393) 80'816 75'423 (16'945) 83'296 66'351 2'927'886 13'659'112 16'586'998 2'709'516 12'489'553 15'199'069 Minority interests’ share in shareholders’ equity Consolidated net income Total liabilities The breakdown of Swiss and foreign origin is based on the location of the registered office of the debtor, creditor or the body issuing the shares or debt instruments. In the case of mortgage-backed securities and property, the place of the security interest applies. 76 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 2013 2012 Value % share Value % share 22 Breakdown of consolidated assets by country/country group (in thousands of CHF) Assets Switzerland 4'896'375 29,5 5'050'474 33,2 11'075'086 66,9 9'554'396 62,8 North America 178'271 1,1 134'895 0,9 South America 57'658 0,3 69'005 0,5 Europe excluding Switzerland Asia / Pacific 54'447 0,3 55'569 0,4 Caribbean 222'829 1,3 273'591 1,8 Africa Middle East 102'332 0,6 61'139 0,4 16'586'998 100,0 15'199'069 100,0 Total assets RAPPORT ANNUEL 2013 | 77 CHF USD EURO Other Total 2'905'545 343 485'522 6'350 3'397'760 - 54'067 102'100 2'296 158'463 8'631 4'466'332 4'792'495 638'392 9'905'850 214'927 255'900 1'034'759 183'741 1'689'327 44'636 - - - 44'636 220 8'264 7'193 4'101 19'778 276'524 7'275 27'586 443'435 754'820 23 Breakdown of consolidated assets and liabilities by currency (in thousands of CHF) Assets Cash and other liquid assets Claims arising from money market paper Due from banks Due from customers Mortgage loans Securities and precious metals held for trading purposes Financial investments Non-consolidated holdings Fixed assets Intangible assets Accrued income and prepaid expenses Other assets Total positions reported as assets 81'931 193 15'087 240 97'451 185'510 59 42'790 4'325 232'684 9'272 - - - 9'272 14'651 8'444 81'766 1'970 106'831 39'081 44'779 79'853 6'413 170'126 3'780'928 4'845'656 6'669'151 1'291'263 16'586'998 Delivery claims arising from spot, forward and options transactions 2'291'631 7'908'863 8'796'230 3'063'714 22'060'438 Total assets 2013 6'072'559 12'754'519 15'465'381 4'354'977 38'647'436 Total assets 2012 5’749’321 11’580’819 13’569’627 4’811’629 35’711’396 Liabilities arising from money market paper 3'607 - - - 3'607 Due to banks 9'464 155'747 112'218 39'383 316'812 Customer savings and deposit accounts 6'905 - - - 6'905 1'657'485 4'909'140 6'441'511 1'416'699 14'424'835 Accrued expenses and deferred income 83'674 1'961 98'399 15'523 199'557 Other liabilities 49'904 4'382 120'088 26'000 200'374 Valuation adjustments and provisions 91'763 267 14'088 - 106'118 208'037 - 54'115 - 262'152 45'000 - - - 45'000 Liabilities Other amounts due to customers Reserves for general banking risks Share capital Additional paid-in capital and other reserves 90'524 - 931 - 91'455 Retained earnings 687'322 177 164'407 37'515 889'421 Treasury stock (68'234) - - - (68'234) - (267) 25'551 8'289 33'573 Minority interests’ share in shareholders’ equity Consolidated net income (14'077) 1'493 89'926 (1'919) 75'423 Total positions reported as liabilities in reporting year 2'851'374 5'072'900 7'121'234 1'541'490 16'586'998 Delivery commitments arising from spot, forward and options transactions 3'223'623 7'722'804 8'297'907 2'816'104 22'060'438 Total liabilities 2013 6'143'231 12'795'704 15'419'141 4'357'594 38'647'436 Net position per currency Total liabilities 2012 78 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. (2’438) (41'185) 46'240 (2'617) - 5’798’694 11’564’556 13’536’161 4’811’985 35’711’396 24 Contingent liabilities Irrevocable guarantees in the form of avals, sureties and guarantees (including guarantee commitments under irrevocable letters of credit), advance payment guarantees and endorsement obligations from rediscounting Performance bonds, bid bonds, letters of indemnity and other service guarantees (including service guarantees in the form of irrevocable letters of credit) Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 121'845 225'039 (45,9) 71'950 73'356 (1,9) 193'795 298'395 (35,1) For guarantee commitments made on behalf of the Bank’s governing bodies, see Note 20. These commitments are reported in “Off-balance sheet transactions” at their face value. 25 Guarantee commitments for third parties Surety bonds Guarantees Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 4'010 4'121 (2,7) 189'785 294'274 (35,5) 193'795 298'395 (35,1) RAPPORT ANNUEL 2013 | 79 Trading instruments Positive replacement values Negative replacement values Hedging instruments Underlying values Positive replacement values Negative replacement values Underlying values 26 Open interest in derivative instruments (in thousands of CHF) Interest rate products Forward contracts including FRAs - - - - - - Swaps - 284 7'000 - - - Futures - - - - - - OTC options - - - - - - Traded options - - - - - - 121'093 69'315 14'350'473 - - - 15'235 64'360 7'587'001 - - - - - - - - - 752 752 105'554 99 8 17'802 - - - - - - 477 446 24'673 - - - - - - - - - 1'392 1'392 44'859 - - - - - - - - - Traded options - - - - - - Total before impact of netting agreements - - - - - - Options (OTC) - - - - - - Options (négociables) - - - - - - 2013 138'949 136'549 22'119'560 99 8 17'802 2012 142'293 141'223 19'947'107 90 7 50'346 Forward contracts Combined interest and currency swaps Futures OTC options Traded options Equity index products Futures OTC options Traded options Other Forward contracts OTC options Total before impact of netting agreements Positive replacement values (accumulated) Negative replacement values (accumulated) 2013 139'048 136'557 2012 142'383 141'230 Total after impact of netting agreements The derivative instruments used by the Group include exchange-traded futures, OTC forwards, exchange-traded options, OTC options and swaps. Derivative instruments are traded by the Group on behalf of clients and on a proprietary basis. Transactions involving options, futures and swaps for our own account are used to hedge financial investments and to control interest rate and currency risks. Derivative instruments are reported at their fair value. The positive and negative replacement values represent the Bank’s claims and obligations respectively, should the Bank enter into contracts identical to the initial ones with other counterparties. The positive and negative replacement values are shown in the balance sheet under “Other assets” and “Other liabilities” respectively, and in the profit and loss account under “Results of trading operations”. The fair value is either the market price (if the instrument is traded on an efficient, liquid market), the price quoted by market makers or the price determined using valuation models. The underlying value represents the net claim arising from trading in derivative instruments for own account or on behalf of customers (contract value). (Note 26 cont’d next page) 80 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. (note 26 cont’d) 2013 26 2012 Positive replacement values Negative replacement values Underlying values Positive replacement values Negative replacement values Underlying values 98'902 42'737 11'934'709 103'800 44'788 10'846'866 87 284 7'500 29 385 2'367 40'059 93'535 10'195'153 38'554 96'057 9'148'220 139'048 136'557 22'137'362 142'383 141'230 19'997'453 Open interest in derivative instruments (in thousands of CHF) Banks and derivative exchanges - expiring in less than 1 year - expiring in more than 1 year Secured customers Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 3'101'218 3'357'571 (7,6) 27 Fiduciary transactions Fiduciary deposits with other banks Fiduciary loans Total 89'056 77'939 14,3 3'190'274 3'435'510 (7,1) 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Assets invested in funds managed by the Bank 16'029'135 15'605'509 2,7 Assets under discretionary management 19'834'184 20'950'528 (5,3) Other assets 72'748'179 66'140'470 10,0 108'611'498 102'696'507 5,8 28 Assets under management * Total assets under management (incl. double reporting) of which: - double reporting - net deposits/withdrawals of fresh money 10'213'007 9'952'761 2,6 1'585'013 1'904'035 (16,8) Assets under management include investments in funds managed by the Bank, assets held under discretionary management mandates (including under custody with depositaries) and other assets held for investment purposes (“Other assets”). Assets under custody are owned by institutional clients whose only objective is to hold deposits. “Net deposits/withdrawals of fresh money” includes account openings and closures as well as deposits and withdrawals by existing clients. Changes in assets due to performance (e.g. price variations, interest and dividend payments and bank charges) are not considered to be deposits/withdrawals. * For 2013 assets under management are presented on the basis of a new, single definition of this item adopted by the Edmond de Rothschild Group. 2012 figures have been restated to provide a valid comparison 29 Interest and discount income Due from banks of which: - reverse repo interest Claims arising from money market paper Advances to customers Total Interest and dividend income on trading portfolios Interest and dividend income on financial investments 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 18'078 23'655 (23,6) 10'645 11'001 (3,2) 583 574 1,6 18'672 20'146 (7,3) 37'333 44'375 (15,9) 95 75 26,7 5'003 4'526 10,5 RAPPORT ANNUEL 2013 | 81 30 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) To banks 1'283 1'686 (23,9) On customer deposits 4'108 5'225 (21,4) 5'391 6'911 (22,0) Interest payable Total 31 Commission income on securities and investment transactions Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 537'357 519'018 3,5 This heading covers brokerage fees, custody fees, management fees, advisory fees and commissions on investment activities (fiduciary loans and deposits, gold, currency options, futures, investment trusts, securities transfers and new issues). 2012 contains a reclassification of CHF 4.1 millions that decreases commission income on securities and investment transactions while increasing commission income on other service transactions 32 Commission income on other service operations Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 75'243 55'496 35,6 Commissions on other services consist of administration fees charged to customers and commissions for safe rentals, money transfers, cheques and other services. 2012 contains a reclassification of CHF 4.1 millions that decreases commission income on other service transactions while increasing commission income on securities and investment transactions. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Securities trading (including equity product and index derivatives) 22'933 26'567 (13,7) Forex trading (including forex derivatives) 59'664 64'103 (6,9) 951 765 24,3 83'548 91'435 (8,6) 33 Results of trading operations Precious metals (including precious metals derivatives) Total Income and expenses arising from trading portfolios – profits and losses on trades, along with interest and dividends – are included in “Results of trading operations”. The Group does not debit portfolio refinancing costs to these results. Results of securities lending and borrowing appear in “Interest income, net”. 34 Other ordinary income This heading mainly covers fees received, coupon collection income and VAT refunds. 82 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 20'922 14'379 45,5 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 321'047 315'023 1,9 - statutory social security 25'734 26'647 (3,4) - contributions to pension funds 31'010 29'427 5,4 15'339 14'953 2,6 393'130 386'050 1,8 35 Personnel expenses Salaries Employee benefits: Other personnel expenses Total “Salaries” covers the payroll of permanent and temporary staff, plus bonuses, fees paid to directors and supplementary allowances. Personnel welfare plans The staff of the parent company and some of its subsidiaries is insured Thanks to last year’s positive return on the Foundation’s assets, we can by the Edmond de Rothschild Personnel Welfare Foundation. Its purpose estimate a funding ratio above 105% at end-2013. The Foundation is to protect the staff of its member companies from the economic Council decided to pay 3% interest on active members’ vested assets for consequences of old age, disability and death. The Foundation is semi- 2013 and also decided not to index existing pensions. autonomous and operates as a defined-contributions scheme. Contribution rates increase with age. Employers pay in two-thirds of contributions and employees one-third. In order to strengthen the constituent entities’ sense of belonging to the Edmond de Rothschild Group and to benefit from the synergies in occupational pensions that a “Group” approach can generate, the boards The Board of Directors believes that any funding ratio surplus as defined in RPC 16 of the Swiss GAAP will be used for the benefit of employees and that, as a consequence, no profit will arise for the member companies. of the Group’s three affiliated personnel welfare foundations—the The employees of other Group entities belong to personnel welfare funds Personnel Welfare Foundation for the Staff of Banque Privée Edmond de that also operate on the defined-contributions principle. Rothschild SA, (the “Joint Foundation”), the Employer’s Foundation in favour of the staff of Banque Privée Edmond de Rothschild SA and Allied At 31 Dec. 2013 there was no employer contributions reserve. Companies (the “Employer’s Foundation”) and the Edmond de Rothschild Personnel Welfare Foundation—decided to amalgamate as one from (Note 35 cont’d next page) January 2013. The audited funding ratio of the new Foundation at 1 January 2013 was 101.66%. RAPPORT ANNUEL 2013 | 83 (Note 35 cont’d) 2012 2012 Funding surplus / deficit 2011 2013 Entity’s share Change v.previous year Period adjusted contributions 2012 Personnel welfare costs included in personnel expenses Economic benefits / commitments and personnel welfare expenses (in thousands of CHF) Employer’s funds / Employer’s personnel welfare institutions Personnel welfare institutions with a surplus funding ratio Personnel welfare institutions with no proprietary assets - - - - 6’421 6’421 5'579 6'430 - - - 24'589 24'589 23'848 - - - - - - - 31’010 31’010 29'427 Total 2013 2012 CH EU Other countries Total CH EU Other countries Total Average number of employees 730 1'005 70 1'805 708 1'006 71 1'785 Total number of employees at year-end 726 982 69 1'777 718 1'019 74 1'811 Number of employees at yearend, converted into full-time jobs 698 949 69 1'716 691 990 74 1'755 Group personnel (number of employees) 36 Other operating expenses Cost of premises 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 27'692 23'066 20,1 10,9 Equipment costs: - IT systems 33'643 30'344 - machines 749 734 2,0 - furniture 916 1'024 (10,5) - vehicles 541 467 15,8 Other operating expenses: - office supplies 9'033 8'816 2,5 - communication costs 24'433 21'970 11,2 - professional fees and other expenses 55'819 48'843 14,3 705 551 27,9 153'531 135'815 13,0 - VAT Total 84 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) -‐ -‐ (8,2) 37 Depreciation of non-current assets Consolidated holdings Fixed assets: - land ans buildings - office furniture, machines and equipment Intangible assets Total 4'517 4'921 30'511 33'309 (8,4) 3'469 2'039 70,1 38'497 40'269 (4,4) In the case of non-consolidated holdings shown at cost, only provisions for permanent capital depreciation are shown under this heading; see Note 7. Depreciation of fixed assets is set out in Note 8. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 46'175 10'287 348,9 7'076 5'721 23,7 53'251 16'008 232,7 38 Valuation adjustments, provisions and losses Valuation adjustments and provisions Losses Total The breakdown of funds allocated to valuation adjustments and provisions is shown in Note 13. 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 59'562 38'943 52,9 6'597 8'804 (25,1) 39 Extraordinary income and expenses Extraordinary income Extraordinary expenses “Extraordinary income” mainly derives from the release of other provisions that are no longer required for operating purposes and a release from the general reserve for banking risks. “Extraordinary expenses” mainly includes allocations in 2013 and 2012 of CHF 7.9 million and CHF 22.7 million respectively to the reserve for general banking risks. 40 Taxes Current taxes Deferred taxes Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 20'519 20'715 (0,9) (8'445) (3'874) 118,0 12'074 16'841 (28,3) Corporate taxes are calculated on the basis of the financial statements of each individual Group company and charged to the accounting period in which they were incurred. Tax provisions are set out in Note 13. 41 Consolidated net income Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 75'423 66'351 13,7 The share of minority interests in net income is incorporated in consolidated net income based on the Group unity principle explained in Note 17. RAPPORT ANNUEL 2013 | 85 2013 2012 63'524 59'406 42 Earnings per share Group earnings after deduction of portion due to minority interests (in thousands of CHF) Weighted average of number of shares outstanding Bearer shares (par value CHF 500.–) 50'000 50'000 200'000 200'000 Weighted average of number of shares used to calculate earnings per share (with a par value of CHF 500.–) after deducting own shares held by the Bank (Treasury stock) 87'046 87'164 Earnings per bearer share (in CHF) 729,78 681,54 Earnings per registered share (in CHF) 145,96 136,31 Registered shares (par value CHF 100.–) 2013 2012 Swiss Foreign Total Swiss Foreign Total 18'271 19'062 37'333 21'107 23'268 44'375 92 3 95 57 18 75 4'387 616 5'003 4'346 180 4'526 962 4'429 5'391 839 6'072 6'911 21'788 15'252 37'040 24'671 17'394 42'065 815 629 1'444 756 614 1'370 243'849 293'508 537'357 229'710 289'308 519'018 Commission income on other services 23'812 51'431 75'243 23'252 32'244 55'496 Commissions payable 43'473 63'293 106'766 47'481 63'031 110'512 225'003 282'275 507'278 206'237 259'135 465'372 37'842 45'706 83'548 39'910 51'525 91'435 925 1'418 2'343 784 600 1'384 17'945 4'717 22'662 16'050 2'012 18'062 43 Breakdown of Group results by Swiss and foreign origin (in thousands of CHF) Interest and discount income Interest and dividend income on trading portfolios Interest and dividend income on financial investments Interest payable Interest income, net Commission income on lending activities Commission income on trading operations and investments Fee and commission income, net Results of trading operations Proceeds from the sale of financial investments Total income from holdings Real estate income 963 329 1'292 1'371 518 1'889 Other ordinary income 6'868 14'054 20'922 8'290 6'089 14'379 Other ordinary expenses 1'612 532 2'144 980 2'411 3'391 25'089 19'986 45'075 25'515 6'808 32'323 201'800 191'330 393'130 209'755 176'295 386'050 67'695 85'836 153'531 66'849 68'966 135'815 269'495 277'166 546'661 276'604 245'261 521'865 Gross profit 40'227 86'053 126'280 19'729 89'601 109'330 Depreciation of fixed assets 28'516 9'981 38'497 29'260 11'009 40'269 Valuation adjustments, provisions and losses 45'613 7'638 53'251 12'454 3'554 16'008 Result before extraordinary items and taxes (33'902) 68'434 34'532 (21'985) 75'038 53'053 30'201 29'361 59'562 23'393 15'550 38'943 Other ordinary results Personnel expenses Other operating expenses Operating expenses Extraordinary income Extraordinary expenses Taxes Consolidated net income 1'198 5'399 6'597 8'142 662 8'804 494 11'580 12'074 10'211 6'630 16'841 (5'393) 80'816 75'423 (16'945) 83'296 66'351 This breakdown of results by Swiss and foreign origin is based on the location of business operations. 86 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Banque Privée Edmond de Rothschild S.A., Geneva Financial Report 88 89 94 96 98 99 Key figures Report of the Directors Report of the statutory auditor on the financial statements Balance sheet Profit and loss account Notes to the financial statements RAPPORT ANNUEL 2013 | 87 Key figures of Banque Privée Edmond de Rothschild S.A., Geneva 2013 Balance sheet (in thousands of CHF) Due from banks 2012 Change (in CHF ‘000) (in %) 3'704'248 3'224'857 479'391 14,9 737'526 626'232 111'294 17,8 Due to banks 1'172'265 871'905 300'360 34,4 Customer deposits 5'623'180 5'818'279 (195'099) (3,4) 636'563 664'922 (28'359) (4,3) 7'895'928 7'783'184 112'744 1,4 (14,7) Advances to customers Shareholders’ equity (after appropriation) Balance sheet total Profit and loss account (in thousands of CHF) Interest income, net 17'754 20'808 (3'054) 191'874 177'809 14'065 7,9 34'759 35'710 (951) (2,7) 262'103 272'021 (9'918) (3,6) 50'650 30'322 20'328 67,0 648 644 4 0,6 % return on equity (net profit / average shareholders’ equity after profit appropriation) 7,8 4,5 - - % return on assets (net profit / average assets) 0,6 0,4 - - 56'250 56'250 - - 125 125 - - 1'172'600 1'500'600 (328'000) (21,9) - net income per share (CHF) 563 337 226 67,1 - dividend (CHF) 625 625 - - 14'300 18'300 (4'000) (21,9) 4,4 3,4 - - Fee and commission income, net Results of trading operations Operating expenses (personnel costs and overheads) Net income Staff Number of employees at year-end (converted into full-time jobs) Profitability Shares Dividend (in thousands of CHF) Dividend (% of share capital) Stock market capitalisation (in thousands of CHF) Data per bearer share: - quoted price at 31.12 (CHF) - gross yield (%) The Bank’s registered shares are reported at their 31 Dec. 2013 value less 20%. 88 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Report of the Directors to the shareholders of Banque Privée Edmond de Rothschild SA at the ordinary general meeting on 29 April 2014 Balance sheet review At 31 Dec. 2013 the Bank’s balance sheet total stood at CHF 7.9 billion, marking a rise of CHF 113 million on the yearearlier figure. At 31 Dec. 2013 client deposits totalled CHF 5.6 billion as against 5.8 billion a year earlier. They accounted for 71.2% of the balance sheet total. On the assets side, cash and claims arising from money market paper totalled CHF 2.3 billion, down CHF 114 million compared with the previous year. Other liabilities came to CHF 121.2 million. Funds due from banks rose by CHF 479.4 million to CHF 3.7 billion, including CHF 3.4 billion held with correspondents under reverse repo agreements. Cash, bank deposits and money market claims together came to CHF 6 billion. This item accounts for 76.4% of the balance sheet total. Loans to clients rose to CHF 737.5 million, marking a 17.8% increase on the end-2012 level, and represented 9.3% of the balance sheet total. Securities and precious metals held for trading purposes totalled CHF 2.7 million, down sharply (by 28.4%) on the previous year’s level. Valuation adjustments, provisions and losses rose by CHF 35.1 million to CHF 209.6 million. Following appropriation of net income, shareholders’ equity will amount to CHF 636.6 million, or 8.1% of the balance sheet total. On that basis return on equity at end-2013 worked out to 7.8%. Applying the BIS rules under Basel III, required shareholders’ equity totalled CHF 106 million while eligible capital came to CHF 500 million. The BIS ratio stood at 37.6%. Roundup of results Financial investments stood at CHF 614.1 million, down by CHF 357.4 million on the year-earlier figure. Most of this drop was attributable to the stock of precious metals used to cover our clients’ metal accounts. The Bank’s net profit at 31 Dec. 2013 came to CHF 50.7 million, marking an increase of 67% compared with the year- earlier figure. Long-term holdings amounted to CHF 226.4 million, as against CHF 223.7 million in 2012. Interest income fell 14.7% compared with the previous year, totalling CHF 17.8 million. Fixed assets came to CHF 157.1 million, marking a drop of CHF 8.3 million. Income from fees and commissions amounted to CHF 191.9 million, up 7.9% on the 2012 level of CHF 177.8 million. Other assets amounted to CHF 109.9 million, practically unchanged compared with CHF 109.3 million the previous year. On the liabilities side, funds due to banks rose by CHF 300 million to CHF 1.172 billion, chiefly reflecting cash management at the Group level. Revenue Results of trading operations came to CHF 34.8 million, compared with CHF 35.7 million the previous year. Other ordinary results rose 5% to CHF 107.3 million. The decrease was due, in particular, to the lower dividends collected on our long-term holdings, sales of financial investments and the change in value of our treasury stock. RAPPORT ANNUEL 2013 | 89 Expenses Operating expenses totalled CHF 262.1 million, down 3.6% on the 2012 level. Personnel expenses declined by 4.2% and other operating costs by 2%. At CHF 92.0 million gross profit was up 42.5% compared with the year-earlier figure (CHF 64.6 million). Depreciation of fixed assets totalled CHF 26.6 million, marking a decrease of CHF 2.5 million on the previous year. Valuation adjustments, provisions and losses increased by CHF 22.7 million from the end-2012 level to CHF 41.7 million. Taxes due on our 2013 earnings are estimated at CHF 5.8 million, down 23.0% on the year-earlier figure. 90 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Approval of the financial statements We hereby submit the financial statements for fiscal year 2013 for your approval, together with our proposal for the allocation of available income. Proposal of the Board of Directors concerning the appropriation of earnings Net income for 2013 CHF Net income brought forward from previous year CHF 50'650'610 4'536'903 Total CHF 55'187'513 Allocation to statutory general reserves CHF Nil Release from other reserves CHF (5'068'759) Net income carried forward CHF 4'006'272 Total CHF 55'187'513 which we propose to appropriate as follows: Payment of a 125% ordinary dividend on 200,000 registered shares with a par value of CHF 100 CHF 20,000,000 at 125% CHF 25'000'000 50,000 bearer shares with a par value of CHF 500 CHF 25,000,000 at 125% CHF 31'250'000 Total ordinary dividend CHF 56'250'000 Subject to your acceptance of our proposal, the dividend will be made payable on Coupon No. 27 from 8 May 2014 at all the domestic counters of UBS, Credit Suisse, Rothschild Bank AG and Banque Privée Edmond de Rothschild SA, at the rate of CHF 125 per registered share with a par value of CHF 100 and CHF 625 per bearer share with a par value of CHF 500, less 35% withholding tax. Following the release of CHF 5,068,759 from other reserves, shareholders’ equity will amount to CHF 636,563,346.- or 8.1% of the balance sheet total. RAPPORT ANNUEL 2013 | 91 Elections as per our Articles of Association In 2013 the terms of Klaus Jenny, E. Trevor Salathé and Jacques-André Reymond were renewed for a new one-year period. A new Director, Maurice Monbaron, was also elected. Under the OEPLC the General Meeting will henceforth elect members to the Board of Directors individually for one-year terms, regardless of their age. Each Director’s term will end at the close of the General Meeting following his or her election. The list of the members whom the Board of Directors will propose for election/re-election will be included in the agenda of the General Meeting to appear in the 1 April 2014 edition of the FOSC. Finally, we propose that for 2014 PricewaterhouseCoopers SA be re-appointed as the Independent Auditors of the Bank and the Group. Outlook for 2014 In 2014 Private Banking will continue to chafe under the increasing burden of regulation and under mounting pressure on banking secrecy. This will have an impact on our profitability. More than ever we will have to stay on the leading edge of our businesses and beef up our human and technological resources. The quality of our customer service depends on this, as does our competitiveness. In 2014 the continuing implementation of our Strategic Plan should enable the Edmond de Rothschild Group will improve sales performance in our two core segments, Private Banking and Asset Management. It should also enable us to enhance operating efficiency, thanks to greater pooling at the Group level. Our attitude will remain guarded, however, in view of the rapid changes reshaping the financial industry and persistent volatility in the markets 92 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. We cannot conclude this report without expressing our gratitude to you, our shareholders, and to our clients for their abiding trust. The Board of Directors Breakdown of revenues (% of total) 52.8% 54.2% 31.0% 30.4% 2012 2013 10.6% 6.2% 9.8% 5.0% Net interest income Net fee and commission income Trading income Other ordinary income Allocation of profit (in millions of CHF) 159.3 118.5 108.0 101.6 98.5 81.0 78.8 69.8 56.3 56.3 50.7 47.9 33.9 29.4 28.6 30.3 -5.1 -25.8 2008 2009 2010 2011 2012 2013 Net profit Dividend Transfer to reserves RAPPORT ANNUEL 2013 | 93 Report of the statutory auditor to the general meeting of Banque Privée Edmond de Rothschild SA, Geneva Report of the statutory auditor on the financial statements As statutory auditor, we have audited the financial statements of Banque Privée Edmond de Rothschild SA, which comprise the balance sheet, income statement, statement of cash flows and notes (pp. 96-110), for the year ended 31 December 2013. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. 94 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended 31 December 2013 comply with Swiss law and the company’s articles of incorporation. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings (page 91) complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. PricewaterhouseCoopers SA Beresford Caloia Audit Expert Auditor in charge Alain Lattafi Audit Expert Geneva, 20 March 2014 RAPPORT ANNUEL 2013 | 95 Balance sheet before profit appropriation at 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) (in %) Assets Cash and other liquid assets Claims arising from money market paper Due from banks 1 Due from customers Mortgage loans Total advances to customers 2'166'810 2'179'244 (12'434) (0,6) 157'557 258'690 (101'133) (39,1) 3'704'248 3'224'857 479'391 14,9 693'261 603'225 90'036 14,9 44'265 23'007 21'258 92,4 737'526 626'232 111'294 17,8 Securities and precious metals held for trading purposes 2 2'733 3'816 (1'083) (28,4) Financial investments 3 614'088 971'527 (357'439) (36,8) Holdings 4 226'404 223'687 2'717 1,2 Fixed assets 5 157'131 165'429 (8'298) (5,0) 19'524 20'416 (892) (4,4) 6 109'907 109'286 621 0,6 7, 14 7'895'928 7'783'184 112'744 1,4 - - - - 4, 11 120'936 115'448 5'488 4,8 Notes 2013 2012 Accrued income and prepaid expenses Other assets Total assets Subordinated amounts receivable Amounts due from Group companies and qualifying shareholders Change (in CHF ‘000) (in %) Liabilities Liabilities arising from money market paper 512 679 (167) (24,6) 1'172'265 871'905 300'360 34,4 - - - - 5'623'180 5'818'279 (195'099) (3,4) 5'623'180 5'818'279 (195'099) (3,4) 76'286 73'894 2'392 3,2 9 121'232 122'713 (1'481) (1,2) Valuation adjustments and provisions 10 209'640 174'542 35'098 20,1 Reserves for general banking risks 10 24'172 50'000 (25'828) (51,7) Share capital 11 - Due to banks Due to customers in the form of savings Other amounts due to customers 8 Total due to customers Accrued expenses and deferred income Other liabilities 45'000 45'000 - General statutory reserve 119'385 119'385 - - Other reserves 449'069 471'822 (22'753) (4,8) 40'112 49'337 (9'225) (18,7) 4'537 4'643 (106) (2,3) 50'650 30'322 20'328 67,0 of which: - treasury stock Net profit brought forward Net profit for the year Total shareholders’ equity before profit appropriation Total liabilities 11,12,13 692'813 721'172 (28'359) (3,9) 14 7'895'928 7'783'184 112'744 1,4 - - - - 1'183'919 873'922 309'997 35,5 Subordinated liabilities Due to Group companies and qualifying shareholders 96 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 4, 11 Balance sheet at 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) (in %) Off-balance sheet transactions Contingent liabilities 16 130'230 193'599 (63'369) (32,7) 12'214 26'052 (13'838) (53,1) 1'958 2'107 (149) (7,1) - positive replacement values 107'313 107'555 (242) (0,2) - negative replacement values 108'837 107'286 1'551 1,4 16'676'889 15'085'233 1'591'656 10,6 1'904'497 1'493'066 411'431 27,6 Irrevocable liabilities Liabilities for unpaid share capital and additional capital contributions Derivative instruments: - underlying values Fiduciary transactions 17 RAPPORT ANNUEL 2013 | 97 Profit and loss account for the year ended 31 December 2013 (in thousands of CHF) Notes 2013 2012 Change (in CHF ‘000) Interest and discount income Interest and dividend income on trading portfolios (in %) 16'751 69 19'961 45 (3'210) 24 (16,1) 53,3 Interest and dividend income on financial investments 3'098 2'620 478 18,2 Interest payable 2'164 1'818 346 19,0 17'754 20'808 (3'054) (14,7) (3,0) Interest income, net Commission income on lending activities Commission income on securities and investment transactions Commission income on other services Commissions payable Fee and commission income, net Results of trading operations 18 Proceeds from the sale of financial investments Income from holdings Proceeds from real estate 833 859 (26) 214'596 207'082 7'514 3,6 19'413 20'067 (654) (3,3) (14,4) 42'968 50'199 (7'231) 191'874 177'809 14'065 7,9 34'759 35'710 (951) (2,7) 169 162 7 4,3 109'056 110'405 (1'349) (1,2) (46,4) 541 1'009 (468) Other ordinary income 11'417 7'328 4'089 55,8 Other ordinary expenses 11'434 16'637 (5'203) (31,3) Other ordinary results 109'749 102'267 7'482 7,3 Personnel expenses 193'782 202'338 (8'556) (4,2) (2,0) Other operating expenses 68'321 69'683 (1'362) 262'103 272'021 (9'918) (3,6) Gross profit 92'033 64'573 27'460 42,5 Depreciation of fixed assets 26'656 29'196 (2'540) (8,7) Valuation adjustments, provisions and losses 41'742 18'991 22'751 119,8 Operating expenses Result before extraordinary items and taxes 23'635 16'386 7'249 44,2 Extraordinary income 19 32'786 21'451 11'335 52,8 Extraordinary expenses 19 - 19 (19) - 5'771 7'496 (1'725) (23,0) 50'650 30'322 20'328 67,0 Taxes Net income for the reporting year 98 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Notes to the financial statements Overview of accounting policies Accounting and valuation principles The financial statements of Banque Privée Edmond de Rothschild SA, Geneva have been prepared in accordance with the provisions of the Swiss Code of Obligations, the Federal Law on Banks and Savings Banks and its implementing ordinance (OB) as revised on 1 February 1995, and the guidelines issued by FINMA (the Swiss Financial Market Supervisory Authority). The Bank’s separate financial statements provide as true a picture as possible of its assets, financial situation and earnings. Hidden (“latent”) reserves are included in the profit and loss account under the headings “Depreciation of fixed assets”, “Valuation adjustments, provisions and losses” and “Extraordinary expenses”. Released hidden reserves are included in “Extraordinary income”. The financial statements of the parent company have been drawn up in accordance with the accounting principles of the Group, with the exception of the following items: Holdings This item comprises of interests in associated establishments of either a long-term or infrastructural nature (regardless of the percentage stake). These holdings are stated, at most, at their acquisition value. Fixed assets This item includes Bank premises, other buildings, furniture, machines and equipment, as well as intangible assets. Fixed assets are evaluated at their acquisition cost, less the relevant depreciation for each fixed asset category. Description of the Bank’s operations and staff size Banque Privée Edmond de Rothschild SA is a full-service bank specialising in wealth management for private and institutional clients. It is a member of the Swiss Exchange and became an accredited dealer in transferable securities on 3 April 1998. Risk management The principles adopted by the Group regarding control of market, credit, interest rate and country risks also apply to the parent company. Converted to full-time jobs, the number of staff employed by Banque Privée Edmond de Rothschild SA stood at 648 at end-2013 versus 644 a year earlier. Through its network of branches and subsidiaries in Switzerland and abroad, the Bank conducts on its clients’ behalf all the operations customarily provided by private banking institutions. Fee and commission business for the account of clients mainly includes portfolio management, fiduciary deposits and payment transactions, along with trading in securities, precious metals and derivative instruments. The Bank also actively deals in debt instruments, equities, currencies, precious metals and derivatives on a proprietary basis, but does not engage in commodity trading. The Bank does not outsource its services within the meaning of FINMA circular 2008/7. ANNUAL REPORT 2013 | 99 1 Due from banks Due from banks reverse repos Total 2 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 324'838 237'051 37,0 3'379'410 2'987'806 13,1 3'704'248 3'224'857 14,9 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 2'131 2'562 (16,8) 2'131 2'562 Securities and precious metals portfolios held for trading purposes Swiss shares and other securities: - banks of which: - treasury stock - other Foreign shares and other securities Total Treasury stock owned by Banque Privée Edmond de Rothschild SA, Geneva at 31 December Total - - - 602 1'254 (52,0) 2'733 3'816 (28,4) 2013 2012 Change (nbre d'actions) (nbre d'actions) (in %) 149 140 6,4 Treasury stock transactions are reported at the market price on the trade date and are carried out as part of the Bank’s customary trading operations. 3 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) Federal Government 5'665 9'587 Cantons and municipalities 2'283 2'422 26'753 22'193 849 1'351 Financial investments Swiss bonds: Banks Financial services companies Insurance 3'284 3'964 Industrial enterprises 8'480 12'369 47'314 51'886 (8,8) Swiss shares and other securities: Banks of which: - treasury stock 40'112 49'337 40'112 49'337 40'112 49'337 (18,7) Foreign bonds: Public corporations Other Foreign shares and other securities Precious metals Units of investment trusts Total Treasury stock owned by Banque Privée Edmond de Rothschild SA, Geneva at 31 December 100 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 12'132 6'774 91'265 103'397 60'100 66'874 54,6 2'369 742 219,3 403'101 785'749 (48,7) 17'795 16'939 5,1 614'088 971'527 2013 2012 Change (number of shares) (number of shares) (in %) 2'805 2'696 4,0 4 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) - banks 95'199 95'198 - financial companies 35'728 33'008 130'927 128'206 - banks 76'049 76'049 - financial companies 17'092 17'095 Holdings Swiss shares and other securities: 2,1 Foreign shares and other securities: - real estate companies Total 2'336 2'337 95'477 95'481 (0,0) 226'404 223'687 1,2 2013 Capital-actions 2012 Taux de participation Taux de participation (en millions) Details of significant holdings Banks: Banks : Banca Privata Edmond de Rothschild Lugano SA, Lugano CHF 5,0 100% 100% Banque Privée Edmond de Rothschild Ltd, Nassau, Bahamas CHF 15,0 100% 100% Banque Privée Edmond de Rothschild Europe, Luxembourg EUR 31,5 100% 100% Banque de Gestion Edmond de Rothschild - Monaco, Monaco EUR 12,0 34% 34% Financial and asset management companies: Edmond de Rothschild Limited, London GBP 1,0 80% 80% Privaco Family Office S.A., Geneva CHF 2,1 100% 100% Rouiller, Zurkinden & Cie Finance S.A., Fribourg CHF 0,6 100% 100% EUR 0,7 100% 100% Real estate companies: Copri III S.A., Luxembourg 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 70'617 58'102 283 9 Amounts due to and from companies in which the Bank has a majority interest (fully consolidated and non-consolidated holdings for Group accounting purposes): Due from banks Due from customers Accrued income and prepaid expenses Other assets 81 247 8'592 12'238 Total assets 79'573 70'596 Due to banks 1'100'905 754'976 2'846 46'608 Other amounts due to customers Accrued expenses and defferred income Other liabilities Total liabilities 410 479 68'162 61'676 1'172'323 863'739 12,7 35,7 ANNUAL REPORT 2013 | 101 5 Fire insurance value of fixed assets Bank premises Furniture, machines and equipment 6 Other assets Positive replacement value of derivative instruments Set-off account Other Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 131'731 130'185 1,2 92'632 89'125 3,9 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 107'313 107'555 (0,2) 8 7 14,3 2'586 1'724 50,0 109'907 109'286 0,6 2013 Book value of assets 7 2012 Actual encumbrance Book value of assets Actual encumbrance Own liabilities subject to reservation of ownership (in thousands of CHF) Securities pledged to a Stock Exchange to cover settlements and as collateral for payment transactions 17'530 -‐ 26'575 -‐ Mortgage notes pledged for own premises - - - - Other - - - - 17'530 - - 26'575 - - - - - 26'575 - Assets pledged or assigned to cover own liabilities Assets subject to reservation of ownership Total assets pledged or assigned and subject to reservation of ownership for own commitments 17'530 2013 2012 3'379'410 2'987'806 Liabilities arising from cash received as collateral under securities lending and repo agreements -‐ -‐ Securities held for own account and tendered as collateral under securities borrowing and repo agreements -‐ -‐ of which: - those which the recipient has been authorised without restriction to sell or pledge subsequently -‐ -‐ 3'519'891 2'989'758 -‐ -‐ Securities lending and repurchase agreements Claims arising from cash pledged as collateral under securities borrowing and reverse repo agreements Securities received as collateral under securities lending agreements and securities received under borrowing or reverse repo agreements which the Bank has been authorised without restriction to sell or pledge subsequently of which: - those of the above securities which were sold or pledged The fees earned or paid as a result of securities lending are reported as per the duration of the loan and appear respectively as interest income or interest charges. Repos and reverse repos are used to finance and refinance the purchase of special kinds of equities. They are stated as loans secured by financial instruments or as deposits secured by shares from the Bank’s treasury stock. They are stated as advances secured by securities or as deposits for which the Bank has pledged securities. The interest income arising from reverse repos and the interest charges arising from repos are reported as per the duration of the relevant transactions. 102 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. 8 Commitments to own pension plans Total 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 50'128 46'303 8,3 Indications regarding personnel welfare plans can be found in Note 35 to the Consolidated Accounts. 9 Other liabilities Set-off account Negative replacement value of derivative instruments Other Total Uses and releases as designated Redesignations 12'098 (116) Situation at end2012 10 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 108'837 107'286 1,4 99 90 10,0 12'296 15'337 (19,8) 121'232 122'713 (1,2) Recoveries, interests at risk and currency differences New provisions charged to profit and loss account Releases reported in profit and loss account Situation at end-2014 -‐ 40 15 (405) 11'632 - - - - (transfers) Valuation adjustments and provisions Reserves for general banking risks (in thousands of CHF) Valuation adjustments and provisions for default and other risks: - valuation adjustments and provisions for default risks (credit and country risks) - valuation adjustments and provisions for other operating risks - other provisions - - - 171'042 (465) -‐ (2) 42'048 (6'483) 206'140 Subtotal 183'140 (581) -‐ 38 42'063 (6'888) 217'772 183'140 (581) - 38 42'063 (6'888) 217'772 8'598 - - - - - 8'132 Total valuation adjustments and provisions Less valuation adjustments set off directly against assets: of which: - customers Total valuation adjustments provisions as per balance sheet Reserves for general banking risks 8'598 8'132 174'542 209'640 50'000 - - - - (25'828) 24'172 The foregoing valuation adjustments moreover include the instalment provided for under the tax agreement between Switzerland and the UK and provisions relating to the Bank’s participation in the tax settlement programme of the US Department of Justice, in line with the recommendations of the Swiss Financial Market Supervisory Authority (FINMA). Reserves for general banking risks are not taxed. 2013 Par value 2012 Number of Capital ranking shares for dividend (in CHF ‘000) Par value (in CHF ‘000) (in CHF ‘000) Number of shares Capital ranking for dividend (in CHF ‘000) 11 Share capital Fully paid registered shares at CHF 100.– par value 20'000 200'000 20'000 20'000 200'000 20'000 Fully paid bearer shares at CHF 500.– par value 25'000 50'000 25'000 25'000 50'000 25'000 Total share capital 45'000 45'000 See Notes 1 and 2 for treasury stock (Note 11 cont’d next page) . ANNUAL REPORT 2013 | 103 (Note 11 cont’d) Major shareholders Edmond de Rothschild Holding S.A. 1) Rothschild Holding AG, Zurich 2) Par value 2013 Percentage of capital Percentage of voting rights Par value 2012 Percentage of capital Percentage of voting rights (in CHF ‘000) (in %) (in %) (in CHF ‘000) (in %) (in %) 36'650,0 81,4 86,9 36'379,50 80,8 86,7 3'800,0 8,4 9,4 3'800,00 8,4 9,4 (1) The entire share capital of Edmond de Rothschild Holding SA is directly or 21) PO Gestion SAS, Paris; 22) PO Commandité SAS, Paris (together per- indirectly controlled by members of the de Rothschild family. 17% of the sons/entities 1), 2), 3), 6), 8), 9) and 13) to 22) represent the “PO-Group”); company’s share capital (representing 6.77% of voting rights) is owned by Rothschild Holding AG, Zurich owns 20,000 registered shares and 3,598 Baroness Edmond de Rothschild and 66.33% (representing 89.84% of bearer shares of Banque Privée Edmond de Rothschild SA, Geneva, voting rights) by Baron Benjamin de Rothschild. representing 8.4% of the total share capital and 9.4% of voting rights. RCSAS Group owns a controlling interest in Rothschild Concordia SAS, (2) Rothschild Holding AG, Zurich is owned by 1) Eric de Rothschild, Paris; Paris. The PO Group controls Paris Orléans SCA, which in turn controls 2) David de Rothschild, Paris; 3) Alexandre de Rothschild, Paris; Concordia Holding Sàrl, Paris. Concordia Holding Sàrl controls Rothschild 4) Stéphanie Lifford de Buffévent, Paris; 5) Louise de Rothschild, Paris; Concordia AG, Zug, which in turn owns a controlling stake in Rothschilds 6) Financière de Tournon SAS, Paris; 7) Financière de Reux SAS, Paris; Continuation Holdings AG, Zug. Rothschilds Continuation Holdings AG 8) Béro SCA, Paris; 9) Ponthieu Rabelais SAS, Paris; 10) Integritas BV, controls Rothschild Holding AG, Zurich, which owns a direct holding in Amsterdam; 11) Rothschild Trust (Schweiz) AG, Zurich; 12) AYRE Banque Privée Edmond de Rothschild SA, Geneva. Corporation (1972) Limited, Amsterdam; 13) Edouard de Rothschild, Paris; 14) Holding Financier Jean Goujon SAS Paris; 15) Rothschild Concordia SAS, Paris; 16) Philippe de Nicolay, Paris; 17) Olivier Pécoux, Paris; 18) François Henrot, Paris; 19) Compagnie Financière Martin-Maurel SA, Marseille; 20) Eranda Foundation, UK Number of shares held Cross holdings Rothschild Holding AG, Zürich 10'161 Due to and from qualifying shareholders Due to and from Edmond de Rothschild Holding SA, the only shareholder with a qualifying interest in the parent company: Due from customers 2013 Per cent stake in share capital Per cent of total voting rights (in %) (in %) 12,0 11,6 Number of shares held 2012 Per cent stake in share capital Per cent of total voting rights (in %) (in %) 12,0 11,6 10'161 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 41'139 44'687 224 165 Total claims 41'363 44'852 Other amounts due to customers 11'596 9'867 Other assets Other liabilities Total liabilities 104 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. - 316 11'596 10'183 (7,8) 13,9 2013 2012 2011 Change (in CHF ‘000) (in CHF ‘000) (in CHF ‘000) (in %) 12 Schedule of shareholders’ equity before appropriation of available earnings Shareholders’ equity at beginning of the reporting period: - share capital - general statutory reserve - reserves for general banking risks - other reserves of which: - treasury stock Reported profit Total shareholders’ equity at beginning of the reporting period (before appropriation of available earnings) Allocated to / released from reserves Less dividend deducted from net income of previous year Net income Total shareholders’ equity at end of the reporting period (before appropriation of available earnings) of which: - share capital - general statutory reserve 45'000 45'000 45'000 - 119'385 119'385 119'385 - 50'000 50'000 50'000 - 471'822 435'561 403'076 8,3 49'337 53'304 53'249 (7,4) 34'965 112'832 109'655 (69,0) 721'172 762'778 727'116 (5,5) (22'759) 6'822 3'861 (433,6) (56'250) (78'750) (69'750) (28,6) 50'650 30'322 101'551 67,0 692'813 721'172 762'778 (3,9) 45'000 45'000 45'000 119'385 119'385 119'385 24'172 50'000 50'000 449'069 471'822 435'561 of which: - treasury stock 40'112 49'337 53'304 - reported profit 55'187 34'965 112'832 - reserves for general banking risks - other reserves 13 Shareholders’ equity after appropriation of available earnings Shareholders’ equity before appropriation of net income 2013 2012 2011 Change (in CHF ‘000) (in CHF ‘000) (in CHF ‘000) (in %) (3,9) 692'813 721'172 762'778 Less dividend (56'250) (56'250) (78'750) - Total shareholders’ equity after appropriation of available earnings 636'563 664'922 684'028 (4,3) of which: - share capital - general statutory reserve - reserves for general banking risks - other reserves of which: - treasury stock - reported profit 14 Due to and from affiliated companies Due from banks Accrued income and prepaid expenses Other assets Total claims Due to banks Other amounts due to customers Accrued expenses and deferred income Other liabilities Total liabilities 45'000 45'000 45'000 119'385 119'385 119'385 24'172 50'000 50'000 444'000 446'000 465'000 40'112 49'337 53'304 4'006 4'537 4'643 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 122'888 416 1'908 390 - 2'116 124'796 2'922 543 - 1'533 2'093 18 - - 24 2’094 2'117 4'170,9 (1,0) Affiliated companies are companies in which Edmond de Rothschild Holding SA has a majority stake and that are not part of the Banque Privée Edmond de Rothschild Group. All transactions with affiliated parties are carried out on the usual terms at the Bank in Switzerland and at our foreign subsidiaries. ANNUAL REPORT 2013 | 105 2013 2012 Loans granted to the Bank’s governing bodies Guarantee commitments on behalf of the Bank’s governing bodies Loans granted to the Bank’s governing bodies Guarantee commitments on behalf of the Bank’s governing bodies 41'218 161 45'307 21 41'217 141 44'791 - 15 Loans granted to the Bank’s governing bodies Guarantee commitments on behalf of the Bank’s governing bodies Remuneration paid to the Bank’s governing bodies Remuneration paid to the Bank’s governing bodies (in thousands of CHF) Board of Directors Baron Benjamin de Rothschild Chairman Baroness Benjamin de Rothschild Vice-Chairwoman - - - Jean Laurent-Bellue Secretary - - - - Luc J. Argand 1 18 1 18 Veit de Maddalena - - - - Rajna Gibson Brandon - - 0 - François Hottinger - 2 - - Klaus Jenny - - - - Maurice Monbaron (since 26.04.2013) - - - - Claude Messulam (until 11.06.2013) - - 515 4 Jacques-André Reymond - - - - E. Trevor Salathé - - - - 21 71 777 139 - - 630 8 - 54 - 37 Executive committee Philippe Currat (until 09.01.2013) Internal advisors Independent auditors Total - - - - 41'239 286 46'084 198 The loans in question are current account overdrafts (either temporary or At 31 Dec. 2013 the relevant mortgage rates ranged from 1.8% to 2.3% and in the form of confirmed credit lines) and/or fixed-term advances either the interest rates charged on lombard loans from 1.5% to 3.5% in the major unsecured or secured (by securities pledged with the Bank) and floating- currencies. The value of loans granted to members of the Executive or fixed-rate mortgage loans. Committee totalled 21 (in thousands of CHF). The value of loans granted to Mortgage interest is charged at the usual market rates. Moreover, as in executive members of the Board of Directors amounted to 41,218 (in the case of loans taken out by Bank employees at other financial thousands of CHF). institutions, members of the governing bodies who are bound to the Bank by a contract of employment receive a 25% rebate on the applicable interest rate up to a maximum amount of CHF 750,000. (Note 15: cont’d next page) 106 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. (Note 15 cont’d) 2013 Fixed fees Remuneration paid to members (in thousands of CHF) Board of Directors Bonus Number of shares Cash 2012 Cash Fixed fees Number of shares Cash Bonus Number of shares Number of shares Cash 1’020 - 123 - 1'621 - 120 - Baron Benjamin de Rothschild Chairman - - - - - - - - Baroness Benjamin de Rothschild Vice-Chairwoman - - - - - - - - Jean Laurent-Bellue Secretary 133 - - - 169 - - - Luc J. Argand 68 - - - 64 - - - Veit de Maddalena 60 - - - 60 - - - 112 - - - 64 - - - 62 - - - 62 - - - 131 - - - 168 - - - Rajna Gibson Brandon François Hottinger Klaus Jenny Maurice Monbaron (since 26.04.2013) 47 - - - - - - - Claude Messulam (until 11.06.2013) 32 - - - 124 - - - Jacques-André Reymond 151 - - - 151 - - - E. Trevor Salathé 224 - 123 - 314 - 120 - Manuel Dami (until 26.04.2012) - - - - 139 - - - John Alexander (until 26.04.2012) - - - - 123 - - - Walter Blum Gentilomo (until 26.04.2012) - - - - 56 - - - Michel Cicurel (until 09.11.2012) - - - - 64 - - - Guy Wais (until 26.04.2012) - - - - 63 - - - 5’466 - 9’651 - 7'244 - 30'948 - Executive Committee Christophe de Backer General Manager 2’200 - 3’183 - - - - - Claude Messulam (until 11.06.2013) - - - - 233 - 19'071 - 6’486 - 9’774 - 8'865 - 31'068 - Total (Note 15 cont’d next page) ANNUAL REPORT 2013 | 107 (Note 15 cont’d) 2013 Employee welfare expenses Remuneration paid to members (in thousands of CHF) Board of Directors 2012 Employee welfare expenses Total Total - 1’143 - 1'741 - Baron Benjamin de Rothschild Chairman - - - Baroness Benjamin de Rothschild Vice-Chairwoman - - - - Jean Laurent-Bellue Secretary - 133 - 169 Luc J. Argand - 68 - 64 Veit de Maddalena - 60 - 60 Rajna Gibson Brandon - 112 - 64 François Hottinger - 62 - 62 Klaus Jenny - 131 - 168 Maurice Monbaron (since 26.04.2013) - 47 - - Claude Messulam (until 11.06.2013) - 32 - 124 Jacques-André Reymond - 151 - 151 E. Trevor Salathé - 347 - 434 Manuel Dami (until 26.04.2012) - - - 139 John Alexander (until 26.04.2012) - - - 123 Walter Blum Gentilomo (until 26.04.2012) - - - 56 Michel Cicurel (until 09.11.2012) - - - 64 Guy Wais (until 26.04.2012) - - - 63 692 15’809 1'162 39'354 Executive Committee Christophe de Backer General Manager 101 5’484 - - Claude Messulam (until 26.04.2012) - - 42 19'346 692 16’952 1'162 41'095 Total Since the fees paid to each individual are decided after the closing date of the annual financial statements, the above-mentioned fees are stated as per the accrual method. (Note 15 : cont’d next page) 108 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. (Note 15 cont’d) 2013 Ownership of shares in BPER SA, Geneva: Board of Directors and related persons Baron Benjamin de Rothschild Chairman Baroness Benjamin de Rothschild Vice-Chairwoman Jean Laurent-Bellue Secretary 2012 Number of bearer shares Number of registered shares Number of bearer shares Number of registered shares 445 7 1'178 7 101 - 101 - 1 1 1 1 - 1 - 1 67 1 67 1 Veit de Maddalena 1 - 1 - Rajna Gibson Brandon - 1 - 1 10 1 10 1 - 1 - 1 Luc J.Argand François Hottinger Klaus Jenny Maurice Monbaron (since 26.04.2013) - - - - Claude Messulam (until 11.06.2013) - - 500 - 5 - 5 - 260 1 260 1 - - 36 - Jacques-André Reymond E.Trevor Salathé Manuel Dami (until 26.04.2012) Walter Blum Gentilomo (until 26.04.2012) Executive Committee and related persons - - 197 - - - 43 - Christophe de Backer General Manager - - - Manuel Leuthold Deputy General Manager - - - - Yves Aeschlimann - - - - Frédéric Binggeli - - - - Alexandre Col - - - - - - - - - - - - Martin Leuthold (until 31.12.2013) Hervé de Montlivault Luc Baatard (until 03.04.2013) - - 2 - Philippe Currat (until 08.01.2013) - - - - Sylvain Roditi (until 03.04.2013) - - 36 - Michel Lusa (until 03.04.2013) - - - - Bernard Schaub (until 03.04.2013) - - 5 - 445 7 1'221 7 Total On 23 March 2012 the Bank and the former Chief Executive Officer signed an agreement relating to the redemption over a two-year period of 1075 own shares held by the former CEO. The agreement provides for a floor and a ceiling price. In the performance of the agreement, 575 shares were bought back by the Bank in May 2012. The residual redemption obligation generated a nonrealised loss of CHF 1.85 million at 31 December 2012. The 500 remaining shares were bought back in 2013, generating an additional loss of CHF 0.13 million. ANNUAL REPORT 2013 | 109 16 Guarantees to third parties Surety bonds Guarantees Total 17 Fiduciary transactions Fiduciary deposits with banks outside the Group Fiduciary deposits with Group banks Fiduciary loans Total 18 Results of trading operations Securities trading (including equity product and index derivatives) Forex trading (including forex derivatives) Precious metals (including precious metals derivatives) Total 19 Extraordinary income and expenses Extraordinary income Extraordinary expenses 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 3'987 4'098 (2,7) 126'243 189'501 (33,4) 130'230 193'599 (32,7) 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 1'813'646 1'405'436 29,0 90'851 87'630 3,7 - - - 1'904'497 1'493'066 27,6 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 43,6 2'305 1'605 31'592 33'379 (5,4) 862 726 18,7 34'759 35'710 (2,7) 2013 2012 Change (in CHF ‘000) (in CHF ‘000) (in %) 32'786 21'451 52,8 - 19 (100,0) “Extraordinary income” mainly includes a CHF 25.6 million release from reserves for general banking risks and releases, amounting to CHF 7 million in 2013 and CHF 21.2 million in 2012, from other provisions that were no longer needed for operating purposes. 110 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Addresses Banque Privée Edmond de Rothschild Head office Branches Subsidiaries Geneva Fribourg Fribourg Banque Privée Edmond de Rothschild S.A. Banque Privée Edmond de Rothschild S.A. Rouiller, Zurkinden & Cie Finance S.A. 18, rue de Hesse 11, rue de Morat - CP 144 11, rue de Morat - CP 1296 1204 Geneva 1701 Fribourg 1701 Fribourg T. +41 58 818 91 11 T. +41 26 347 24 24 T. +41 26 347 26 00 F. +41 58 818 91 21 F. +41 26 347 24 20 F. +41 26 347 26 15 www.edmond-de-rothschild.ch www.edmond-de-rothschild.ch Lugano Lausanne Banca Privata Edmond de Rothschild Banque Privée Edmond de Rothschild S.A. Lugano S.A. 2, avenue Agassiz Via Ginevra 2 - CP 5882 1003 Lausanne 6901 Lugano T. +41 21 318 88 88 T. +41 91 913 45 00 F. +41 21 323 29 22 F. +41 91 913 45 01 www.edmond-de-rothschild.ch www.edr-privata.ch RAPPORT ANNUEL 2013 | 111 Banque Privée Edmond de Rothschild Abroad Branch China United Kingdom Privaco Family Office (HK) Limited Edmond de Rothschild (UK) Limited Suite 5004, 50th floor, One Exchange Square - Edmond de Rothschild Securities (UK) 8 Connaught Place Limited China Central - Hong Kong Banque Privée Edmond de Rothschild S.A. T. +852 3125 16 00 Hong Kong Branch F. +852 2869 16 18 - Edmond de Rothschild Asset 8 Connaught Place Luxembourg - Edmond de Rothschild Private Merchant Central – Hong Kong Banque Privée Edmond de Rothschild Europe T. +852 37 65 06 00 (Details on next page) Banking LLP 4, Carlton Gardens SW1Y 5AA London F. +852 28 77 21 85 Subsidiaries Limited Management (UK) Limited Suite 5001, 50th floor, One Exchange Square www.edmond-de-rothschild.hk - Edmond de Rothschild Capital Holdings Monaco T. +44 20 7845 5900 Banque de Gestion Edmond de Rothschild - F. +44 20 7845 5901 Monaco www.edmond-de-rothschild.co.uk Les Terrasses 2, avenue de Monte-Carlo - BP 317 Bahamas 98006 Monaco Cedex Banque Privée Edmond de Rothschild Ltd. T. +377 93 10 47 47 Lyford Financial Centre – Lyford Cay no. 2 F. +377 93 25 75 57 West Bay Street www.edmond-de-rothschild.mc P.O. Box SP-63948 Nassau Edmond de Rothschild Conseil T. +1 242 702 80 00 et Courtage d’Assurance - Monaco F. +1 242 702 80 08 (Subsidiary of Banque de Gestion www.edmond-de-rothschild.bs Edmond de Rothschild - Monaco) Les Terrasses Channel Islands 2, avenue de Monte-Carlo Edmond de Rothschild 98000 Monaco Holdings (C.I.) Limited T. +377 97 98 28 00 - Edmond de Rothschild (C.I.) Limited F. +377 97 98 28 01 - Edmond de Rothschild Asset Management (C.I.) Limited Edmond de Rothschild Gestion - Monaco Hirzel Court Suite D (Subsidiary of Banque de Gestion St. Peter Port – Guernsey GY1 2NH Edmond de Rothschild - Monaco) T. +44 1481 716 336 Les Terrasses F. +44 1481 714 416 2, avenue de Monte-Carlo www.edmond-de-rothschild.gg 98000 Monaco T. +377 97 98 22 14 F. +377 97 98 22 18 New-Zealand Privaco Trust Limited Level 3, Parnell road 280 Parnell Auckland 1052 – New Zealand T. +64 93 07 39 50 F. +64 93 66 14 82 112 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Representative offices United Arab Emirates Banque Privée Edmond de Rothschild S.A. Banking Representative Office Sunset, office 46, 2nd floor Jumeirah-3, Jumeirah Road P.O. Box 214924 Dubaï T. +9714 346 53 88 F. +9714 346 53 89 Uruguay Representación B.P. Edmond de Rothschild S.A. World Trade Center Montevideo Torre II - Piso 21 Avenida Luis Alberto de Herrera 1248 11300 Montevideo T. +598 2 623 24 00 F. +598 2 623 24 01 Banque Privée Edmond de Rothschild Europe Head office Representative office Israël www.edmond-de-rothschild.eu Liège branch Banque Privée Edmond de Rothschild Europe Quai de Rome 56 4000 Liège T. +32 4 234 95 95 F. +32 4 234 95 75 www.edmond-de-rothschild.be Subsidiary Portugal Joint venture Luxembourg Banque Privée Edmond de Rothschild Europe 20, boulevard Emmanuel Servais 2535 Luxembourg T. +352 24 88 1 F. +352 24 88 82 22 Banque Privée Edmond de Rothschild Europe 46, boulevard Rothschild 66883 Tel-Aviv T. +972 356 69 818 F. +972 356 69 821 www.bpere.edmond-de-rothschild.co.il Banque Privée Edmond de Rothschild Europe Luxembourg Rua D. Pedro V, 130 Japan Adjutoris Conseil 1250-095 Lisbonne Edmond de Rothschild 18, boulevard Emmanuel Servais T. +351 21 045 46 60 Nikko Cordial Co., Ltd 2535 Luxembourg F. +351 21 045 46 87/88 1-12-1, Yurakucho, Chiyoda-ku T. +352 26 26 23 92 www.edmond-de-rothschild.pt Tokyo # 100-0006 F. +352 26 26 23 94 T. +81 3 3283-3535 Edmond de Rothschild Investment Advisors Spain 16, boulevard Emmanuel Servais Madrid main branch Banque Privée Edmond de Rothschild Europe Paseo de la Castellana 55 28046 Madrid T. +34 91 364 66 00 F. +34 91 364 66 63 www.edmond-de-rothschild.es 2535 Luxembourg T. +352 24 88 27 32 F. +352 24 88 84 02 Abroad Branches Belgium Brussels main branch Banque Privée Edmond de Rothschild Europe Avenue Louise 480 Bte 16A 1050 Bruxelles T. +32 2 645 57 57 F. +32 2 645 57 20 www.edmond-de-rothschild.be F. +81 3 3283-1611 Barcelona branch Banque Privée Edmond de Rothschild Europe Josep Bertrand 11 08021 Barcelone T. +34 93 362 30 00 F. +34 93 362 30 50 www.edmond-de-rothschild.es Antwerp branch Banque Privée Edmond de Rothschild Europe Frankrijklei 103 2000 Antwerpen T. +32 3 212 21 11 F. +32 3 212 21 22 www.edmond-de-rothschild.be RAPPORT ANNUEL 2013 | 113 Other Edmond de Rothschild Group companies La Compagnie Financière Edmond de Rothschild Head office Nantes Edmond de Rothschild Private Equity Partners La Compagnie Financière 47, rue du Faubourg Saint-Honoré France Edmond de Rothschild Banque 75401 Paris cedex 08 La Compagnie Financière 11, rue Lafayette T. +33 1 40 17 25 25 Edmond de Rothschild Banque 44000 Nantes F. +33 1 40 17 23 91 47, rue du Faubourg Saint-Honoré T. +33 2 53 59 10 00 www.edmond-de-rothschild.fr 75401 Paris cedex 08 F. +33 2 53 59 10 09 T. +33 1 40 17 25 25 www.edmond-de-rothschild.fr F. +33 1 40 17 24 02 www.edmond-de-rothschild.fr Representative offices Bordeaux La Compagnie Financière Edmond de Rothschild Banque Hôtel de Saige 23, cours du Chapeau Rouge 33000 Bordeaux T. +33 5 56 44 20 66 F. +33 5 56 51 66 03 www.edmond-de-rothschild.fr Lille La Compagnie Financière Edmond de Rothschild Banque 116, rue de Jemmapes 59800 Lille T. +33 3 62 53 75 00 F. +33 3 28 04 96 20 www.edmond-de-rothschild.fr Lyon La Compagnie Financière Edmond de Rothschild Banque 55, avenue Foch 69006 Lyon T. +33 4 72 82 35 25 F. +33 4 78 93 59 56 www.edmond-de-rothschild.fr Marseille La Compagnie Financière Edmond de Rothschild Banque 165, avenue du Prado 47, rue du Faubourg Saint-Honoré Strasbourg 75401 Paris cedex 08 La Compagnie Financière T. +33 1 40 17 25 25 Edmond de Rothschild Banque F. +33 1 40 17 23 91 6, avenue de la Marseillaise www.edrcp.com 67000 Strasbourg T. +33 3 68 33 90 00 Edmond de Rothschild Investment Partners F. +33 3 88 35 64 86 47, rue du Faubourg Saint-Honoré www.edmond-de-rothschild.fr 75401 Paris cedex 08 T. +33 1 40 17 25 25 Toulouse F. +33 1 40 17 31 43 La Compagnie Financière www.edrip.fr Edmond de Rothschild Banque 22, rue Croix Baragnon Assurances Saint-Honoré Patrimoine 31000 Toulouse 47, rue du Faubourg Saint-Honoré T. +33 5 67 20 49 00 75401 Paris cedex 08 F. +33 5 61 73 49 04 T. +33 1 40 17 22 32 www.edmond-de-rothschild.fr F. +33 1 40 17 89 40 www.ashp.fr Subsidiaries and sub-subsidiaries Edmond de Rothschild Paris 47, rue du Faubourg Saint-Honoré Edmond de Rothschild Asset Management 75401 Paris cedex 08 47, rue du Faubourg Saint-Honoré T. +33 1 40 17 31 63 75401 Paris cedex 08 F. +33 1 40 17 23 93 T. +33 1 40 17 25 25 www.edrep.fr Entreprises Patrimoniales F. +33 1 40 17 24 42 www.edram.fr Lyon Edmond de Rothschild Edmond de Rothschild Corporate Finance Entreprises Patrimoniales 47, rue du Faubourg Saint-Honoré 55, avenue Foch 75401 Paris cedex 08 69006 Lyon T. +33 1 40 17 21 11 T. +33 4 26 72 95 00 F. +33 1 40 17 25 01 F. +33 4 37 42 51 91 www.edrcf.com www.edrep.fr 13272 Marseille T. +33 4 91 29 90 80 F. +33 4 91 29 90 85 www.edmond-de-rothschild.fr 114 | Edmond de Rothschild Capital Partners BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A. Abroad China Italia Edmond de Rothschild Asset Management La Compagnie Financière Representative office Hong Kong Ltd Edmond de Rothschild Banque Suite 4101-04, 41 F, Exchange Square Two Edmond de Rothschild S.G.R. SpA China 8 Connaught Place Palazzo Chiesa La Compagnie Financière Central - Hong Kong Corso Venezia 36 Edmond de Rothschild Banque T. +852 3926 5199 20121 Milan Room 3, 28F China Insurance Building F. +852 3926 5008 T. +39 02 76 061 200 166 East Lujiazui Road, Pudong New Area www.edram.fr F. +39 02 76 061 222 T. +86-21 58 76 51 90 Edmond de Rothschild Asia Ltd Spain F. +86-21 58 76 71 80 Suite 4101-04, 41 F, Exchange Square Two Edmond de Rothschild Asset www.edmond-de-rothschild.fr 8 Connaught Place Management Espagne Central - Hong Kong Paseo de la Castellana 55 T. +852 3926 5199 28046 Madrid F. +852 3926 5008 T. +34 91 781 49 75 www.edram.fr F. +34 91 789 32 29 200120 Shanghai Subsidiaries, sub-subsidiaries and branches Belgium Edmond de Rothschild Asset Management Benelux Avenue Louise, 480 1050 Bruxelles T. +32 2274 05 50 F. +32 2503 56 88 www.edram.fr Chile Edmond de Rothschild Asset Management Chile Apoquindo 4001 oficina 305 Las Condes Santiago T. +56 2598 99 00 F. +56 2598 99 01 www.edram.fr www.edram.fr Edmond de Rothschild China Ltd Room 02, 28F China Insurance Building 166 East Lujiazui Road, Pudong New Area Shanghai 200120 T. +86 21 6086 2503 F. +86 21 6086 2503 Germany Edmond de Rothschild Asset Management Deutschland Opernturm 60306 Frankfurt am Main T. +49 69 244 330 200 F. +49 69 244 330 215 www.edram.fr Israël Edmond de Rothschild Investment Services Limited Alrov Tower 46, Rothschild Boulevard 66883 Tel Aviv T. +972 3 713 03 00 F. +972 3 566 66 89 www.edris.co.il RAPPORT ANNUEL 2013 | 115 Other Edmond de Rothschild Group companies La Compagnie Benjamin de Rothschild S.A. Switzerland La Compagnie Benjamin de Rothschild S.A. 29, route de Pré-Bois CP 490 1215 Geneva 15 T. +41 58 201 75 00 F. +41 58 201 75 09 www.cbr.edmond-de-rothschild.ch COGIFRANCE France COGIFRANCE 47, rue du Faubourg Saint-Honoré 75401 Paris Cedex 08 T. +33 1 40 17 25 25 F. +33 1 40 17 24 02 116 | BANQUE PRIVÉE EDMOND DE ROTHSCHILD S.A.
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