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Consolidated annual RepoRt 2014
list of contents
Consolidated ManageMent RepoRt 3
audit RepoRt 6
Consolidated BalanCe sheet 9
Consolidated off BalanCe sheet 11
Consolidated pRofit and loss aCCount 13
notes to the Consolidated annual aCCounts 15
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Consolidated ManageMent RepoRt
the last financial year has been a
transition year for the Banque havilland
group (the “group”), which was marked
by the continued disposal of non-banking
activities, predominantly the historic real
estate exposure of the luxembourg head
office and insurance businesses. this was
combined with the geographical expansion
of the banking network of the group and
strong organic growth in the uK Branch.
on september 30, 2014, the group
acquired a majority stake from Banque
pasche (geneva) s.a. in their liechtenstein
subsidiary, which has been subsequently
renamed Banque havilland (liechtenstein)
ag (“Bhli”). on november 18, 2014, the
group also acquired the entire share capital
of pasche Bank & trust limited in nassau,
Bahamas from Banque pasche (geneva) s.a.
with effective date october 31, 2014. the
entity in the Bahamas has been renamed
Banque havilland (Bahamas) ltd (“BhBa”).
Kaytwo s.à r.l. (“K2”), a property company
holding the luxembourg head office, has been
sold in January 2014. in addition, the operating
income has been positively influenced by
the acquisition of the luxembourg private
banking activity of la française Bank by
Banque havilland s.a. (the “Bank”).
the total assets of the group has increased
from euR 825.0m to euR 1.3bn following the
acquisition of Bhli and BhBa. the group
has continued its strategy to maintain a very
prudent asset profile with the loan to deposit
ratio remaining below 25% and the low ratio
of loans to total assets of 16% (euR 202.3m).
the balance of the assets are kept with
central banks, in money market operations
and in a high grade investment portfolio. the
tangible assets decreased from euR 121.5m
to euR 11.0m following the sale of K2.
in the context of the acquisitions the sole
shareholder took the decision to increase
its subscribed capital from euR 100m to
euR 130m to maintain the conservative and
robust balance sheet ratios. our solvency
ratio remains strong with 25% as per
december 31, 2014.
the group delivered a solid performance this
year, with a profit of euR 2.8m compared to
euR 1m, and this despite the challenging
economic environment where geopolitical
risks continue to create uncertainties and
Consolidated ManageMent RepoRt
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the macro-economic outlook throughout
europe remains challenging. the group
maintained an aggressive investment
schedule to further serve our clients needs
as well as to face the challenges of the
new regulatory backdrop encompassing
eMiR (european Market infrastructure
Regulation), fatCa (foreign account tax
Compliance act) and Basel iii/ CRd iV.
Banque Havilland s.a.
the financial year 2014 has been another
successful year for the head office in
luxembourg. the balance sheet increased
from euR 627.1m to euR 956.9m following
the acquisition of the private banking
business of la française Bank combined
with central treasury management from the
new subsidiaries. the Bank has prepared
itself to serve the broader network and has
subsequently strengthened its workforce in
luxembourg across all departments.
Banque havilland (uK) branch continued its
strong organic growth as the geopolitical
uncertainty created demand for london
private banks under the uK government’s
investment visa regime.
Banque Havilland (BaHaMas) ltd.
BhBa was acquired as per october 31, 2014
to extend the geographic reach but also
strengthening our access to the strategic
growth markets of latin america and the
Middle east.
Banque Havilland (lieCHtenstein) ag
on september 30, 2014, the group acquired
52.5 % of the shares in Bhli from Banque
pasche s.a.. the core competencies of
Banque havilland (liechtenstein) ag
include traditional private banking, asset
management and depositary bank services.
Banque Havilland (MonaCo) s.a.M.
Banque havilland (Monaco) s.a.M.
successfully integrated the acquisition of a
portfolio of private clients in december 2013.
BlaCkfisH Capital ManageMent
liMited
Blackfish Capital Management limited
(“BCM”), a uK based regulated investment
management company acquired in 2010. the
activities of BCM are in the process of being
transferred to Banque havilland uK Branch.
BlaCkfisH Capital Holdings liMited
Blackfish Capital holdings limited (“BCh”),
a guernsey investment management
company acquired in 2010, remained
dormant throughout 2014.
k auptHing life & pension
luxeMBouRg s.a.
in 2014, Kaupthing life & pension
luxembourg s.a. (“Klp”) entered into an
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peter lang Jean-françois Willems
deputy Ceo Ceo
luxembourg, 31st March 2015
agreement to transfer the existing business
to a professional insurance partner. this
agreement is expected to be closed during
the first half of 2015.
outlook foR 2015
the global economy continued to show
resilience in the face of continued
marcoeconomic headwinds in 2014, aided
by the continued accommodative monetary
policy by the vast majority of central banks.
at the same time, a sharp fall in commodity
prices in the latter half of the year contributed
to muted inflation expectations and to an
increase in volatility, adversely influencing
client confidence and activity levels. Client
risk appetite remained subdued. for 2015,
the group will continue with the integration
of new subsidiaries which have been
acquired throughout the year 2014. the
group continues to look for strategic bolt-
on acquisitions to accelerate its expansion
plans, based on the opportunities arising
from competitors strategic decision to
leave the sector and refocus on their home
markets. despite the opportunistic outlook
for further growth, it is always against the
backdrop of maintaining the banks top tier
liquidity and solvency ratios. on behalf of
the group’s executive Committee and the
shareholder, we would like to express our
deepest thanks to the clients and employees
of Banque havilland group.
activities of the Bank in the field of research
and development: not applicable.
acquisition of the Bank’s own shares: not
applicable.
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audit reportto the Board of Banque Havilland s.a.
RepoRt on tHe Consolidated
annual aCCounts
We have audited the accompanying
consolidated annual accounts of
Banque havilland s.a., which comprise
the consolidated balance sheet as at
31 december 2014, the consolidated profit
and loss account for the year then ended
and a summary of significant accounting
policies and other explanatory information.
Board of directors’ responsibility for
the consolidated annual accounts
the Board of directors is responsible for
the preparation and fair presentation of
these consolidated annual accounts in
accordance with luxembourg legal and
regulatory requirements relating to the
preparation of the consolidated annual
accounts, and for such internal control
as the Board of directors determines is
necessary to enable the preparation of the
consolidated annual accounts that are free
from material misstatement, whether due
to fraud or error.
Responsibility of the “Réviseur
d’entreprises agréé”
our responsibility is to express an opinion
on these consolidated annual accounts
based on our audit. We conducted our
audit in accordance with international
standards on auditing as adopted for
luxembourg by the “Commission de
surveillance du secteur financier”. those
standards require that we comply with
ethical requirements and plan and perform
the audit to obtain reasonable assurance
whether the consolidated annual accounts
are free from material misstatement.
an audit involves performing procedures
to obtain audit evidence about the amounts
and disclosures in the consolidated
annual accounts. the procedures
selected depend on the judgment of the
“Réviseur d’entreprises agréé”, including
the assessment of the risks of material
misstatement of the consolidated annual
accounts, whether due to fraud or error.
in making those risk assessments, the
“Réviseur d’entreprises agréé” considers
internal control relevant to the entity’s
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preparation and fair presentation of the
consolidated annual accounts 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. an audit also includes evaluating
the appropriateness of accounting policies
used and the reasonableness of accounting
estimates made by the Board of directors, as
well as evaluating the overall presentation
of the consolidated annual accounts.
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 annual
accounts give a true and fair view of the
consolidated financial position of Banque
havilland s.a. as of 31 december 2014, and
of the consolidated results of its operations
for the year then ended in accordance
with luxembourg legal and regulatory
requirements relating to the preparation of
the consolidated annual accounts.
RepoRt on otHeR legal and
Regul atoRy RequiReMents
the consolidated management report,
which is the responsibility of the Board of
directors, is consistent with the consolidated
annual accounts.
pricewaterhouseCoopers, société coopérative
luxembourg, 31st March 2015
Represented by
paul neyens
PricewaterhouseCoopers Société à responsabilité limitée Réviseur d’Entreprises
400, Route d’EschB.P. 1443L-1014 LuxembourgTelephone +352 494848-1Facsimile +352 [email protected]
Cabinet de révision agréé. Expert-comptable(autorisation gouvernementale n°00123693)R.C.S. Luxembourg B 65 477Capital social EUR 516 950TVA LU17564447
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Banque Havilland s.a.Consolidated BalanCe sHeet as at deCeMBeR 31, 2014 (eXpRessed in euRo)
assets notes 31/12/2014 31/12/2013
Cash in hand, balances with central banks and post
office banks 4.1,7.1 95 527 254 5 482 960
loans and advances to credit institutions
repayable on demand
other loans and advances
4.2, 7.1, 7.3209 441 092
45 681 659149 602 067
4 750 001
255 122 751 154 352 068
loans and advances to customers 2.4.3, 4.3, 7.1, 7.3 202 288 741 69 009 797
debt securities and other fixed-income securities
issued by public bodies
issued by other borrowers
2.4.1, 4.4, 7.1, 7.325 098 241
529 838 54326 807 172
363 582 105
554 936 784 390 389 277
shares and other variable-yield transferable securities 2.4.2, 4.5,7.1, 7.3 44 239 435 13 518 477
intangible assets 2.3.1, 4.6 4 678 106 2 474 636
goodwill of first consolidation 2.2, 4.7 13 598 659 -
tangible assets 2.3.2, 4.6 10 992 618 121 510 436
other assets 4.8 71 160 110 65 254 293
prepayments and accrued income 4 272 413 3 085 102
TOTAL ASSETS 4.9 1 256 816 871 825 077 046
the accompanying notes form an integral part of these consolidated annual accounts.
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liaBilities notes 31/12/2014 31/12/2013
amounts owed to credit institutions
repayable on demand
with agreed maturity dates or periods of notice
5.1, 7.13 749 627
107 804 6331 537 647
209 535 143
111 554 260 211 072 790
amounts owed to customers other debts
repayable on demand
with agreed maturity dates or periods of notice
5.2, 7.1774 322 806
91 974 114372 624 912
26 196 863
866 296 920 398 821 775
other liabilities 5.3 90 840 615 82 142 463
accruals and deferred income 4 705 657 1 902 403
provisions
provisions for taxation
other provisions
2 744 8755 038 011
2 079 0145 974 195
7 782 886 8 053 209
fund for general banking risks 2.5 16 088 653 12 429 001
subscribed capital 5.4, 5.6 130 000 000 100 000 000
share premium accounts 5.4, 5.6 1 260 709 1 260 709
Reserves 5.5, 5.6 1 525 658 1 511 079
Reevaluation reserves 5.6 (87 328) (5 991)
Consolidation reserves 2.2, 5.6, 5.7 2 580 440 2 580 440
Minority interests 5.6 16 140 467 -
profit brought forward 5.6 5 350 537 4 318 137
profit for the financial year 5.6 2 777 397 991 031
TOTAL LIABILITIES 5.8 1 256 816 871 825 077 046
the accompanying notes form an integral part of these consolidated annual accounts.
Banque Havilland s.a.Consolidated BalanCe sHeet as at deCeMBeR 31, 2014 (eXpRessed in euRo)
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Banque Havilland s.a.Consolidated oFF BalanCe sHeet FoR tHe YeaR ended deCeMBeR 31, 2014
(eXpRessed in euRo)
off BalanCe sHeet iteMs notes 31/12/2014 31/12/2013
Contingent liabilities
of which: Guarantees and assets pledged as collateral
security
6.1, 7.1, 7.3 5 374 162
5 374 162
4 623 659
4 623 659
fiduciary transactions 130 718 130 718
the accompanying notes form an integral part of these consolidated annual accounts.
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notes 2014 2013
interest receivable and similar income
of which: arising from debt securities and other
fixed-income securities
interest payable and similar charges
8.1
13 405 4557 225 767
(1 333 466)
9 610 1916 731 508
(6 504 310)
Net interest income 12 071 988 3 105 881
Income from transferable securities
income from shares and other variable-yield securities 1 042 583
Commission receivable
Commission payable
8.1 9 966 874(2 843 378)
4 457 920(753 490)
Net commission income 7 123 496 3 704 430
Net profit on financial operations 8.1 5 946 598 4 734 343
Other operating income 8.2 13 488 189 16 893 523
total operating income 38 631 313 28 438 760
general administrative expenses
staff costs
of which:
- wages and salaries
- social security costs
of which: social security costs relating to pensions
other administrative expenses
9.1, 9.2
9.3
(11 461 721)
(9 340 181)(1 136 995)
(378 176)(8 050 150)
(9 129 511)
(7 647 853)(671 009)(246 157)
(8 914 564)
(19 511 871) (18 044 075)
Value adjustments in respect of tangible and
intangible assets (3 877 361) (3 006 182)
Other operating charges 8.3 (12 371 163) (10 032 044)
Value adjustments in respect of loans and advances and
provisions for contingent liabilities and for commitments8.4
(387 085) (550 317)
the accompanying notes form an integral part of these consolidated annual accounts.
Banque Havilland s.a.Consolidated pRoFit and loss aCCount FoR tHe YeaR ended deCeMBeR 31, 2014
(eXpRessed in euRo)
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notes 2014 2013
Value re-adjustments in respect of loans and
advances and provisions for contingent liabilities
and for commitments 8.4 442 398 275 725
Transfer to and income from the fund for general
banking risks - 4 571 000
profit before tax 2 926 231 1 652 867
taxes on profit on ordinary activities 8.5 (76 013) (64 200)
profit after tax 2 850 218 1 588 667
other taxes not shown under the preceding items (508 610) (597 636)
Profit for the financial year 2 341 608 991 031
Thereof minority interests (435 789) -
Profit for the financial year attributable to the Group 2 777 397 991 031
the accompanying notes form an integral part of these consolidated annual accounts.
Banque Havilland s.a.Consolidated pRoFit and loss aCCount FoR tHe YeaR ended deCeMBeR 31, 2014
(eXpRessed in euRo)
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1 geneRal
Banque havilland s.a. (the “Bank”) was incorporated in the grand-duchy of
luxembourg on July 10, 2009 as a limited liability company (“société anonyme”). the
Ministry of finance granted the company a banking licence on June 25, 2009.
the Bank was created through a non cash contribution of assets and liabilities from
a former bank. this non cash contribution was calculated as the lower of net book
value or fair value as at the date of the contribution. as a consequence, the Bank
is now carrying all former assets and liabilities and reflects the historical cost and
accumulated depreciation.
the Bank is registered at the luxembourg “Registre du Commerce et des sociétés”
under the number B0147.029. the head office is located 35a, avenue J.f. Kennedy,
l-1855 luxembourg.
the share capital of the Bank prepares is expressed in euro (euR) and the accounting
records are prepared and maintained in this currency. the Bank’s accounting year is
defined as the calendar year.
the Bank is permitted to carry out all banking activities. its principal activity is
private banking.
the Bank and the subsidiaries described in note 3 are referred to as the “group”.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014
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2 suMMaRY oF signiFiCant aCCounting poliCies
the group prepares its consolidated accounts using the historical cost principle, in
accordance with the laws and regulations in force in the grand duchy of luxembourg
and on the basis of accounting principles generally accepted by the banking sector in
the grand duchy of luxembourg. the accounting policies and the valuation principles
are determined and applied by the Board of directors, apart from those which are
defined by law and by the Commission de surveillance du secteur financier.
2.1 Consolidation MetHod
the group has adopted the full consolidation method for its subsidiaries (direct or
indirect holding of more than 50%).
2.2 diffeRenCes on fiRst Consolidation
differences on first consolidation represent the difference between the cost of the
parent company’s investment in the consolidated subsidiaries and its share of the
net assets of these companies as at the date of acquisition of its investment.
positive differences on first consolidation are disclosed on the asset side of the
balance sheet (as goodwill of first consolidation) and amortized over 5 years on a
linear basis.
negative differences on first consolidation are shown on the liabilities side of the
consolidated balance sheet.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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2.3 fixed assets
2.3.1 intangible assets
intangible assets are included at purchase price less accumulated depreciation.
intangible assets consist of software amortized over 4 years on a linear basis.
formation expenses and costs in relation to capital increases are directly expensed
when incurred. other intangible assets consist of leasehold right and are not amortized.
goodwill arising from purchase of assets is amortised over 4 years on a linear basis.
2.3.2 tangible assets
tangible assets are included at purchase price less accumulated depreciation.
tangible assets are depreciated over their expected useful life.
the rates and methods of depreciation are as follows:
Rates MetHod
office equipment, fixtures & fittings 25.0% linear
Company cars 25.0% linear
Building 25.0% linear
fixtures and fittings costing less than euR 867 or whose expected useful life does
not exceed one year are charged directly to profit and loss account for the year.
2.3.3 shares in affiliated undertakings
holdings are recorded at purchase price. if the valuation is lower than the purchase
price, value adjustments are booked to account for the unrealised loss. this adjustment
is made when the Board of directors considers the depreciation as durable. the value
adjustment is not maintained if the reasons for which it was recorded no longer exist.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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2.4 CuRRent assets
2.4.1 debt securities and other fixed-income securities
holdings are recorded at purchase price.
Value adjustments are made for securities in the structural portfolio for which the
valuation is lower than the purchase price. the valuation is the market value on the
balance sheet date or the estimated realisable value or the quotation which best
represents the inherent value of the securities held.
2.4.2 shares and other variable-yield securities
shares and other variable-yield securities are recorded at purchase price. if the
valuation is lower than the purchase price, value adjustments are booked to account
for the unrealised loss.
2.4.3 loans and advances
loans and advances are disclosed at their nominal value. accrued interests are
recorded under the heading “prepayments and accrued income” on the asset side
of the balance sheet.
2.4.4 value adjustments in respect of current assets
the policy of the group is to establish specific provisions to cover the risk of loss and
of the non-recovery of debtors.
Value adjustments are deducted from the relevant current assets.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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2.4.5 provision for assets at risk
a tax free lump-sum provision is accounted for based on the group’s assets at
risk. these assets are determined in accordance with the regulatory provisions
governing the computation of the capital adequacy ratio. the lump-sum provision
is split between the relevant assets at risk in accordance with the provisions of the
luxembourg Monetary institute circular letter dated december 16, 1997. the portion
related to the assets at risk is deducted from these assets.
2.5 fund foR geneRal Banking Risks
the group has established a fund for general banking risks to cover the particular
risks associated with banking. transfers to this fund are booked from income
after tax, but before determination of net income. this fund is not subject to any
quantitative limit.
2.6 puRCHase pRiCe of fungiBle assets
the group values fungible assets by the weighted average price method.
2.7 valuation of foReign CuRRenCy BalanCes and tRansaCtions
2.7.1 foreign currency conversion
the share capital of the group is expressed in euro (“euR”) and the accounting
records are maintained in that currency.
shares in affiliated undertakings included in fixed assets as well as intangible and
tangible assets are converted at the historic rate. all other assets and liabilities
denominated in a currency other than euR are converted into euR at the rate of
exchange ruling at the balance sheet date.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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income and charges in foreign currencies are converted into euR at the rate of
exchange ruling on the date of the transaction.
foreign currency differences arising from these valuation principles are taken to the
profit and loss account.
the financial statements of subsidiaries whose operating currency is not the euR are
converted using the closing rate method. under this method, all assets, liabilities
and result brought forward, both monetary and non-monetary, are converted using
the spot exchange rate at the balance sheet date. income and expense items are
converted at the average rate for the year.
2.7.2 valuation of transactions not subject to currency risk
Swap transactions not linked to balance sheet items
the spot result realised in cash terms is offset by the result arising from the
revaluation of the forward leg. the premium/discount is spread prorata temporis.
Over-the-counter closed forward transactions
future profits that are certain to arise are deducted from future losses that are
certain to arise in the same currency.
a provision is created for any excess losses; any excess profits are deferred.
2.7.3 valuation of transactions subject to currency risk
Over-the-counter speculative forward transactions
provision is made for unrealised losses on forward transactions, which do not
represent the hedging of a spot position. unrealised gains are not accounted for.
the Bank only enters into financial instruments for hedging purposes.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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3 sCope oF Consolidation
naMe of tHe CoMpany RegisteRed offiCe
pRopoRtion of tHe Capital Held By tHe paRent CoMpany
31/12/2014 31/12/2013
Parent company
Banque havilland s.a.
luxembourg
Full consolidation
Banque havilland (Monaco) s.a.M. Monaco 100.0% 100.0%
Kaytwo s.à r.l. (1) luxembourg 0.0% 100.0%
Kaupthing life and pension s.a. luxembourg 100.0% 100.0%
Blackfish Capital Management limited united Kingdom 100.0% 100.0%
Blackfish Capital holdings limited united Kingdom 100.0% 100.0%
Banque havilland (liechtenstein) ag (2) liechtenstein 52.5% 0.0%
Banque havilland (Bahamas) ltd. (3) Bahamas 100.0% 0.0%
(1) sold in January 2014
(2) acquired with effect september 30, 2014
(3) acquired with effect october 31, 2014
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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4 detailed disClosuRes Relating to asset Headings
4.1 CasH in Hand, BalanCes witH CentRal Banks and post offiCe Banks
in accordance with the requirements of the european Central Bank, the Central
Bank of luxembourg implemented effective January 1, 1999, a system of mandatory
minimum reserves which applies to all luxembourg credit institutions. the
reserve balance as at december 31, 2014 held by the group with the Central Bank
of luxembourg amounted to euR 15 089 695 (2013: euR 3 734 274). the group
has an overnight deposit at the Central Bank of luxembourg of euR 55 000 000
as at 31 december 2014 (2013: 0). the reserve balance as at december 31, 2014
held by the group with the Banque de france amounted to euR 1 351 609 (2013:
euR 1 193 519). the resere balance as at december 31, 2014 held by the group with
the swiss national bank amounted to euR 19 996 484 (2013: euR 0).
4.2 loans and advanCes to CRedit institutions
as at december 31, 2014, the group has no amount owed to affiliated credit
institutions (2013: euR 0).
4.3 loans and advanCes to CustoMeRs
as at december 31, 2014, loans and advances to related parties amount to
euR 36 835 537 (2013: euR 0).
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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4.4 deBt seCuRities and otHeR fixed-inCoMe tRansfeRaBle seCuRities
this heading includes debt securities, whether quoted on a recognised market or
not, issued by public bodies, credit institutions or other issuers and which are not
included under another balance sheet heading.
Quoted and non-quoted securities are analysed as follows:
2014 euR
2013 euR
securities quoted on a recognised market 537 849 322 385 445 944
securities not quoted on a recognised market 17 087 462 4 943 333
TOTAL 554 936 784 390 389 277
all the debt securities and other fixed-income securities held are included in the
structural portfolio. the group uses the european Central Bank Monetary policy
operations to finance a part of its eligible securities portfolio.
4.5 sHaRes and otHeR vaRiaBle-yield tRansfeRaBle seCuRities
this heading includes shares, holdings in investment funds and other variable-yield
securities whether quoted on a recognised market or not which are not included in
fixed asset investments.
Quoted and non-quoted shares and other variable-yield securities are analysed as follows:
2014 euR
2013 euR
securities quoted on a recognised market
44 230 791 13 515 291
securities not quoted on a recognised market 8 644 3 186
TOTAL 44 239 435 13 518 477
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all shares and other variable-yield securities held are included in the structural portfolio.
as at december 31, 2014, the group holds shares and other variable-yield
transferable securities amounting to euR 30 766 627 for hedging purposes in the
frame of contracts for differences (Cfd) with clients.
4.6 MoveMents on fixed assets
fixed assets (in euR)
gRoss value at tHe
Beginning of tHe finanCial
yeaR
additions ReduCtions gRoss value at tHe
end of tHe finanCial
yeaR
CuMulative value
adjustMent(*)
net Book value as at
31/12/2014
net Book value as at
31/12/2013
1. intangible assets
Software
Goodwill
Other intangible assets
8 998 7526 841 844
662 7881 494 120
5 676 8852 081 1583 595 727
-
(800 000)--
(800 000)
13 875 6378 923 0024 258 515
694 120
(9 197 531)(8 105 958)(1 091 573)
-
4 678 106 817 044
3 166 942694 120
2 474 636 1 022 909
651 727800 000
2. tangible assets
of which:
Office equipment,
fixtures and fittings
Company cars
Building
149 658 369
12 455 966103 030
137 099 373
16 755 208
1 842 125155 642
14 757 441
(137 819 420)
(672 197)(47 850)
(137 099 373)
28 594 157
13 625 894210 822
14 757 441
17 601 539)
(13 326 419)(110 834)
(4 164 286)
10 992 618
299 47599 988
10 593 155
121 510 436
608 71140 836
120 860 889
TOTAL 158 657 121 23 432 093 (138 619 420) 42 469 794 (26 799 070) 15 670 724 123 985 072
(*) including lump sum provision
4.7 goodwill of fiRst Consolidation
goodwill has a total value of euR 13 598 659 (2013: euR 0) and consists of positive
differences arising from first consolidation of new subsidiaries included in the
consolidation perimeter in 2014.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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4.8 otHeR assets
this heading consists of the following:
2014 euR (*)
2013 euR (*)
investment for the benefit of life insurance
policyholders who bear the investment risk
63 373 353 61 356 798
tax advances 1 425 994 7 466
guarantee called 1 105 684 1 037 532
Management and performance fees receivable 783 749 842 119
Margin calls on contracts for differences with clients 3 338 068 -
invoices issued 60 231 52 597
other receivables 1 073 031 1 957 781
TOTAL 71 160 110 65 254 293
(*) including lump-sum provision
4.9 assets denoMinated in foReign CuRRenCies
assets denominated in currencies other than euR have a total value of
euR 544 063 596 (2013: euR 306 012 729) as at december 31, 2014. the gap
between non euR denominated assets and non euR denominated liabilities is
covered by exchange rates derivatives instruments.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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5 detailed disClosuRes Relating to liaBilitY Headings
5.1 aMounts owed to CRedit institutions
as at december 31, 2014, the group has no amount owed to affiliated credit
institutions (2013: euR 0).
5.2 aMounts owed to CustoMeRs
as at december 31, 2014, amounts owed to related parties amount to euR 54 409 967
(2013: euR 51 895 981).
5.3 otHeR liaBilities
this heading consists of the following:
2014 euR (*)
2013 euR (*)
technical provisions for life insurance policies where
the investment is borne by the policyholders
63 373 353 61 356 798
invoice payable 2 506 308 2 253 584
guarantee payable 1 244 782 1 244 777
payable on sales of securities 16 758 134 15 849 196
Business introducers commissions payables 474 869 -
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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issued cheques 2 349 311 -
other payable 3 250 430 775 724
preferential creditors 883 428 662 384
TOTAL 90 840 615 82 142 463
5.4 suBsCRiBed Capital and sHaRe pReMiuM
as at december 31, 2014, the subscribed and fully paid share capital of the group is
euR 130 000 000 made up of 130 000 shares with a nominal value of euR 1 000 each.
5.5 legal ReseRve
in accordance with article 72 of the luxembourg company law, an amount of 5% of
net profits should be allocated to a non distributable legal reserve, until this reserve
reaches 10% of the subscribed capital. as a result, the annual general meeting of
the group held on april 22, 2014 has allocated an amount of euR 14 579 to the legal
reserve, in respect of the 2013 financial year.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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suB-sCRiBed Capital
euR
sHaRe pReMiuM
euR
legalReseRve
euR
Realua-tion
ReseRveeuR
Consolida-tion
ReseRveeuR
MinoRityinteR-
estseuR
pRofit BRougHt foRwaRd
euR
CuRRent yeaR
pRofit euR
total own
funds euR
Balance at
December 31, 2013 100 000 000 1 260 709 1 511 079 (5 991) 2 580 440 - 4 318 137 991 031 110 655 405
transfer to
legal reserve- - 14 579 - - - - (14 579) -
Capital increase 30 000 000 30 000 000
profit brought
forward- - - - - - 976 452 (976 452) -
Current year
variation- - - (81 337) - 16 140 467 55 948 - 16 115 078
Current year
profit- - - - - - - 2 777 397 2 777 397
BALAncE AT DEcEmBEr 31, 130 000 000 2014
1 260 709 1 525 658 (87 328) 2 580 440 16 140 467 5 350 537 2 777 397 159 547 880
5.6 CHanges in sHaReHoldeRs’ equity
the movements of shareholders’ equity of Banque havilland s.a. may be summarised
as follows:
the appropriation of the 2013 result was approved by the annual Meeting of shareholders
on april 22, 2014.
during the year 2014, the Bank carried out a euR 30 000 000 capital increase, corresponding
to the issue of 30 000 new shares with a nominal value of euR 1 000 each; this capital
increase was approved by the extraordinary general Meeting dated november 28, 2014.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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5.7 Consolidation ReseRves
Consolidated reserves are made up of differences on first consolidation of affiliated
subsidiaries. Movements as of december 31, 2014 are detailed as follow:
entities (in euR) 2013 additions ReduCtions 2014
Kaupthing life and pension s.a. 2 046 129 - - 2 046 129
Blackfish Capital Management limited 98 754 - - 98 754
Blackfish Capital holdings limited (295 809) - - (295 809)
Banque havilland (Monaco) s.a.M. 731 366 - - 731 366
TOTAL 2 580 440 - - 2 580 440
5.8 liaBilities denoMinated in foReign CuRRenCies
liabilities denominated in currencies other than euR have a total value of
euR 527 819 293 (2013: euR 294 931 260) as at december 31, 2014. the majority
of the gap between non euR denominated assets and non euR denominated liabilities
is covered by exchange rates derivative instruments.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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6 inFoRMation Relating to oFF-BalanCe sHeet iteMs
6.1 Contingent liaBilities
Contingent liabilities consist of guarantees and other direct substitutes for loans.
6.2 deposit guaRantee and investoR CoMpensation sCHeMe
the Bank is member of the “association pour la garantie des dépôts, luxembourg”
(“a.g.d.l.”). the sole purpose of the agdl is to establish a system of mutual
guarantee for cash deposits and receivables from investment operations made
by individuals and small companies with the members of the agdl regardless of
nationality or residence.
the agdl will reimburse the deposit holder the amount of his guaranteed cash deposits
and to the investor the amount of his guaranteed receivable up to euR 100 000 per
guaranteed cash deposit and up to euR 20 000 per guaranteed receivable arising
from investment operations other than that relating to a cash deposit.
as at december 31, 2014 a provision of euR 125 000 has been made in respect of
specific liabilities arising under this scheme (2013: euR 62 500).
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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6.3 open foRwaRd agReeMents at tHe BalanCe sHeet date
the group is engaged in forward foreign exchange transactions (swaps, outrights)
in the normal course of its business. a significant portion of these transactions has
been contracted to hedge the effects of fluctuations in exchange rates.
6.4 ManageMent and RepResentative seRviCes supplied By tHe
gRoup
the group’s services to third parties consist of:
• Managementandadviceonassetmanagement;
• Safekeepingandadministrationofmarketablesecurities;
• Creditactivities;
• Insuranceservices;
• Fundadministration.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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7 inFoRMation Relating to FinanCial instRuMents
7.1 disClosuRes Relating to pRiMaRy finanCial instRuMents in
Relation to non tRading aCtivities
the following tables provide an analysis of the carrying amount of primary financial
assets and financial liabilities of the group into relevant maturity groupings based
on the remaining periods to repayment.
as at december 31, 2014, primary financial assets and liabilities are analysed as
follows (in euR):
finanCial assets
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
MoRe tHan five
yeaRs
no MatuRity
total
Cash, balances with central banks and post office banks 95 527 254 - - - - 95 527 254
loans and advances to credit institutions 250 372 751 - 4 750 000 - - 255 122 751
loans and advances to customers 61 959 409 29 363 041 103 939 844 7 026 447 - 202 288 741
debt securities and other fixed-income securities 5 665 336 73 766 134 429 826 057 36 414 793 9 264 464 554 936 784
shares and other variable-yield securities - - - - 44 239 435 44 239 435
TOTAL 413 524 750 103 129 175 538 515 901 43 441 240 53 503 899 1 152 114 965
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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finanCialliaBilities
less tHan tHRee
MontHs
Between tHRee MontHs and one yeaR
Between one yeaR and
five yeaRs
MoRe tHan five yeaRs
total
amounts owed to central banks 80 000 000 - - - 80 000 000
amounts owed to credit institutions 31 471 825 82 435 - - 31 554 260
amounts owed to customers 840 630 604 25 496 641 169 675 - 866 296 920
Contingent liabilities 4 609 541 - - 764 621 5 374 162
TOTAL 956 711 970 25 579 076 169 675 764 621 983 225 342
the maturity mismatch between the assets and the liabilities of the group are mainly
related to the group’s bond portfolio. this portfolio mainly comprises of floating rate
notes indexed on the 3 or 6 months libor a smaller portion relates to fixed-coupon
bonds and structured-coupon bonds, which are interest sensitive. the duration
of this fixed and structured-coupon portfolio is 3.23 years. about one third of the
funding of the portfolio is made through the eCB Monetary policy operations via
MRo’s and ltRo’s (medium and long term refinancing operations).
a positive shift of 200 bps of the interest rate curve would mean a decrease of about
euR 9 408 061 mio of the present value of our assets and liabilities. the portfolio is
therefore slightly sensitive to the fluctuation of short term rates. these bonds are
deemed sufficiently liquid should the group decreases its eCB funding.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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as at december 31, 2013, primary financial assets and liabilities are analysed as
follows (in euR):
finanCial assets
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
MoRe tHan five
yeaRs
no MatuRity
total
Cash, balances with central banks and post office banks 5 482 960 - - - - 5 482 960
loans and advances to credit institutions 149 602 068 - - 4 750 000 - 154 352 068
loans and advances to customers 21 881 232 18 254 518 28 874 047 - - 69 009 797
debt securities and other fixed-income securities 14 226 396 54 448 280 286 169 112 27 959 599 7 585 890 390 389 277
shares and other variable-yield securities - - - - 13 518 477 13 518 477
TOTAL 191 192 656 72 702 798 315 043 159 32 709 599 21 104 367 632 752 579
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finanCialliaBilities
less tHan tHRee
MontHs
Between tHRee MontHs and one yeaR
Between one yeaR and
five yeaRs
MoRe tHan five yeaRs
total
amounts owed to central banks 40 000 000 - 50 000 000 - 90 000 000
amounts owed to credit institutions 121 072 790 - - - 121 072 790
amounts owed to customers 391 617 811 6 203 964 1 000 000 - 398 821 775
Contingent
liabilities 3 432 008 427 030 - 764 621 4 623 659
TOTAL 556 122 609 6 630 994 51 000 000 764 621 614 518 224
7.2 disClosuRes Relating to deRivative finanCial instRuMents
the following tables provide an analysis of the derivative financial assets and liabilities
of the group into relevant maturity groupings based on the remaining periods to
repayment. as at december 31, 2014, over-the-counter derivative financial assets
and liabilities are analysed as follows (in euR):
finanCial assets
(notional amounts)
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
total positive faiR value
instruments linked to
exchange rates
- forward currency contracts
- currency swap contracts
3 135 02038 466 034
--
--
3 135 02038 466 034
42 158567 139
TOTAL 41 601 054 - - 41 601 054 609 297
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finanCial liaBilities
(notional amounts)
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
total negative faiR value
instruments linked to
exchange rates
- forward currency contracts
- currency swap contracts
4 458 44840 745 013
3 323 254-
--
7 781 70240 745 013
160 034467 960
TOTAL 45 203 461 3 323 254 - 48 526 715 627 994
as at december 31, 2013, over-the-counter derivative financial assets and liabilities
are analysed as follows (in euR):
finanCial assets
(notional amounts)
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
total positive faiR value
instruments linked to
exchange rates
- forward currency contracts
- currency swap contracts
12 411 98541 292 081
--
--
12 411 98541 292 081
48 948398 792
TOTAL 53 704 066 - - 53 704 066 447 740
finanCial liaBilities
(notional amounts)
less tHan tHRee
MontHs
Between tHRee
MontHs and one yeaR
Between one yeaR and five
yeaRs
total negative faiR value
instruments linked to
exchange rates
- forward currency contracts
- currency swap contracts
26 667 62862 093 221
--
--
26 667 62862 093 221
115 507776 741
TOTAL 88 760 849 - - 88 760 849 892 248
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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7.3 disClosuRes Relating to CRedit Risk
the group is exposed to credit risk mainly through its lending, investing and
hedging activities and in cases where the group acts as an intermediary on behalf of
customers and issues guarantees.
the group’s primary exposure to credit risk arises from its loans and advances and
debt securities. the credit exposure in this regard is represented by the carrying
amounts of the assets in the balance sheet.
the group is also exposed to off-balance sheet credit risk through guarantees
issued and instruments linked to exchange, interest and other market rates
(forward transactions, swap and option contracts). the credit exposure in respect
of instruments linked to exchange, interest and other market rates are equal to the
equivalent at risk according to the initial risk approach.
the credit risk exposure can be analysed as follows (in euR):
2014 gRoss Risk exposuRe
2013 gRoss Risk exposuRe
loans and advances to credit institutions 255 122 751 154 352 068
loans and advances to customers 202 288 741 69 009 797
debt securities and other fixed-income securities 554 936 784 390 389 277
shares and other variable-yield securities 44 239 435 13 518 477
Contingent liabilities 5 374 162 4 623 659
instruments linked to exchange rates 2 427 992 2 849 298
TOTAL 1 064 389 865 634 742 576
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loans and advances to customers are usually secured by cash, listed investments,
third party guarantees and mortgage on real estate property.
Credit risk concentrations on total on and off-balance sheet are analysed as follows:
2014 euR
2013 euR
Corporates 313 819 612 96 832 907
Credit institutions 658 505 488 468 980 066
individuals 66 065 667 40 456 269
public sector 25 999 098 28 473 334
TOTAL 1 064 389 865 634 742 576
Credit institutions, corporates, individuals and public sector are almost all from
oeCd countries.
7.4 infoRMation on tHe ManageMent of otHeR Risks
liquidity Risk
a cash management system enables the group to achieve a daily automatic
“vostro-nostro” reconciliation of its main correspondent accounts.
the group is able to identify possible cash flow errors, to determine adjusted
opening balances and generate an accurate liquidity gap to better channel short-
term liquidity needs.
the asset and liability Committee (“alCo”) receives a daily report on the overall
liquidity situation of the group, the upcoming liquidity risks and the cash buffer.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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interest Rate Risk
the group monitors its interest rate risk by analysing the different maturity gaps in
the balance sheet.
the group is not exposed to interest rate risks due to the nature of its business. less
than 10% of the assets are fixed rate denominated.
stress tests are performed quarterly by analysing parallel curve shifts.
exchange Rate Risk
the group’s main exposure to foreign exchange risk (“fX”) arises from usd, Chf,
dKK, gBp, seK, noK and isK.
a foreign exchange position system provides an overall view of the currency risk and
related profit or loss impact by business line, turnover and margins.
the implementation of a Value at Risk (“VaR”) model gives a view of the potential loss
of the overnight position.
the alCo members monitor and control the exchange rate risk through the daily
report received from the treasury department.
Market Risk
the group’s Market Risk is managed in both a qualitative and a quantitative manner.
the profit and loss of the group’s investment and fX book is reported daily by the
treasury to the alCo members. an in-depth analysis of the group’s investment
portfolio is performed twice a month in terms of geographic segmentation, sector
segmentation, type of products, last important news on the issuer, yield analysis,
rating agency’s views, liquidity, issuer’s healthiness, etc. the fX overnight’s risk
is computed daily through a 99% expected shortfall (student Copula with gamma
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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margin). these documents are sent to the alCo. all the investment’s decisions
are subject to the alCo approval and need to be compliant with the investment
guidelines as agreed by the Board of directors.
the monitoring and control of Cfd positions is operationalized, among others,
through the production of two daily reports: a Cfd control report and a Cfd
statement report. the details for each position, corresponding margin call, profit
and loss, computed VaR are indicated in these documents.
in case of any breach the Relationship Manager of the client and the credit department
are immediately informed. the Credit department with the support of the Relation
Manager has to solve the breach wether by margin calling the client, either by closing
the Cfd’s contract.
the treasury of the group can hedge the client’s Cfds either by backing the Cfd on
the market with a Cfd provider, either by taking positions on the underlying. in any
case, the group’s book has to be delta neutral.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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8 inFoRMation on tHe pRoFit and loss aCCount
8.1 geogRapHiCal analysis inCoMe
interest receivable and similar income, commission receivable and net profit on
financial operations mainly originate from Western europe.
8.2 otHeR opeRating inCoMe
other operating income are analysed as follows:
2014 euR
2013euR
provisions reversed
18 833
250 381
Rental income 18 000 7 809 379
income on insurance activities 10 164 023 8 121 839
fee re-invoicing 240 595 165 335
gain on sale of fixed assets 710 175 49 991
gain on deals/claims settled 1 113 362 289 157
gain on sale of building held as fixed assets 1 083 483 -
other 139 718 207 441
TOTAL 13 488 189 16 893 523
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8.3 otHeR opeRating CHaRges
other operating charges are analysed as follows:
2014 euR
2013euR
impairment of loans to customers 85 556 139 195
administrative fees reinvoiced 266 640 664 268
Restructuring costs 250 000 800 000
expenses on insurance activities 10 138 463 8 302 952
agdl provision 62 500 62 500
Vat expenses 1 089 770 -
other 478 234 63 129
TOTAL 12 371 163 10 032 044
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8.4 net value adjustMents in RespeCt of loans and advanCes and
pRovision foR Contingent liaBilities and foR CoMMitMents
this heading is analysed as follows:
2014euR
2013euR
specific value adjustments on loans and advances to credit institutions
additions
Reversals
--
-(116 742)
specific value adjustments on loans to customers
additions
Reversals
loan to customers fully impaired
Reversal of value adjustment on loan to customers fully impaired
387 085(398 785)
-(43 613)
550 317(158 983)
--
lump sum provision
additions
Reversals
--
--
TOTAL (55 313) 274 592
as at december 31, 2014, the lump sum provision amounts to euR 2 491 893 (2013:
euR 2 491 893).
8.5 tax infoRMation
the parent company is liable to taxes on income and net assets in line with the
luxembourg legislation.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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9 otHeR inFoRMation
9.1 infoRMation Relating to nuMBeR of peRsonnel eMployed and
ManageMent
the average number of persons employed during the financial year was as follows:
2014 2013
Management
8 5
employees 76 67
TOTAL 84 72
9.2 adMinistRative, ManageRial and supeRvisoRy Bodies
Remuneration paid to the various bodies of the group during the financial year was
as follows:
2014 euR
2013 euR
Management 1 421 586 854 294
supervisory body 248 750 257 539
TOTAL 1 670 336 1 111 833
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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there are no loans and advances granted to members of the Management and the
Board of directors as at december 31, 2014 (2013: euR 0).
as at december 31, 2014, no guarantee has been issued in favour of member of the
Management and the Board of directors.
it was decided at the annual general Meeting held on april 22, 2014 that four Board
members received emoluments in respect of their duties for a total gross amount of
euR 211 250 related to the fiscal year ended december 31, 2014 (2013: euR 195 000).
9.3 fees Billed By pRiCewateRHouseCoopeRs, soCiété CoopéRative,
luxeMBouRg and otHeR MeMBeR fiRMs
fees billed (excluding Vat) to the group by pricewaterhouseCoopers, société
cooperative, luxembourg and other member firms of the pricewaterhouseCoopers
network during the year are as follows:
2014euR
2013euR
audit fees
377 770 348 460
tax fees - 3 418
all other fees 256 671 41 820
TOTAL 634 441 393 698
such fees are presented under other administrative expenses in the consolidated
profit and loss account.
other fees are mainly related to due diligence work performed on acquisitions.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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9.4 suBsequent event
Kaupthing life & pension s.a. has entered into an agreement with another
luxembourg life insurance company to transfer the current insurance business
(policies and staff) to it . such transfer will only occur with the approval of the relevant
regulators. if approved the transfer is expected to take place in 2015.
Banque Havilland s.a.notes to the consolidated annual accounts as at december 31, 2014 (Continued)
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123_1w. banquehavilland.com
BANQUE HAVILLAND S.A.
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