1) 2014 Dividend
The Bank has approved a dividend policy of distributing between 35% to 50% of net profit what is also subject to regulatory recommendations. Up to the date of publications of financial statements, the Management Board of the Bank has not yet submitted its recommendation regarding 2014 net profit distribution.
2) Data about assets, which secure liabilities
As at 31 December 2014 following assets of the Bank constituted security of liabilities (PLN’000):
No. | Type of assets | Portfolio | Secured liability | Par value of assets | Balance sheet value of assets |
---|---|---|---|---|---|
1. | Treasury bonds WZ0118 | available for sale | Lombard credit granted to the Bank by the NBP | 130.000 | 131.209 |
2. | Treasury bonds WZ0118 | available for sale | Initial security deposit for bond futures | 500 | 505 |
3. | Treasury bonds WZ0117 | available for sale | Loan agreement | 589.000 | 589.683 |
4. | Treasury bonds WZ0118 | available for sale | Security of Guaranteed Monies Protection Fund under the Bank Guarantee Fund | 200.000 | 201.860 |
5. | Treasury bonds WZ0117 | available for sale | Security of Guaranteed Monies Protection Fund under the Bank Guarantee Fund | 74.000 | 74.858 |
6. | Cash | Payment to the Futures Settlement Guarantee Fund | 100 | 100 | |
7. | Deposits | Deposits in other banks | Settlement on transactions concluded | 1.501.094 | 1.501.094 |
Total | 2.494.694 | 2.499.309 |
As at 31 December 2013 following assets of the Bank constituted security of liabilities (PLN’000):
No. | Type of assets | Portfolio | Secured liability | Par value of assets | Balance sheet value of assets |
---|---|---|---|---|---|
1. | Treasury bonds WZ0118 | available for sale | Lombard credit granted to the Bank by the NBP | 130.000 | 130.689 |
2. | Treasury bonds OK0114 | available for sale | Initial security deposit for bond futures | 500 | 499 |
3. | Treasury bonds WZ0115 | available for sale | Loan agreement | 202.000 | 204.384 |
4. | Treasury bonds WZ0117 | available for sale | Loan agreement | 377.000 | 380.167 |
5. | Treasury bonds WZ0115 | available for sale | Security of Guaranteed Monies Protection Fund under the Bank Guarantee Fund | 15.000 | 15.177 |
6. | Treasury bonds WZ0118 | available for sale | Security of Guaranteed Monies Protection Fund under the Bank Guarantee Fund | 200.000 | 201.060 |
7. | Treasury bonds WZ0117 | available for sale | Security of Guaranteed Monies Protection Fund under the Bank Guarantee Fund | 55.000 | 55.462 |
8. | Cash | Payment to the Futures Settlement Guarantee Fund | 100 | 100 | |
9. | Deposits | Deposits in other banks | Settlement on transactions concluded | 715.622 | 715.622 |
Total | 1.695.222 | 1.703.160 |
3) Securities covered by transactions with a buy-back clause (SBB)
As at 31 December 2014 following securities (presented in the Group’s balance-sheet) were underlying Sell-buy-back transactions:
Type of security | Par value | Balance sheet value |
---|---|---|
Treasury bonds | 59.589 | 59.733 |
TOTAL | 59.589 | 59.733 |
In result of conclusion of Sell-Buy-Back transactions with the underlying securities presented in the table above, the Group exposed to risks, which are the same as in case of holding securities with the same characteristics in its treasury portfolio.
As at 31 December 2013 following securities (presented in the Group’s balance-sheet) were underlying Sell-buy-back transactions:
Type of security | Par value | Balance sheet value |
---|---|---|
Treasury bonds | 114.624 | 116.778 |
TOTAL | 114.624 | 116.778 |
4) Offsetting of assets and liabilities on the basis of ISDA agreements
The majority of the Group's derivatives portfolio arises due to conclusion by the Bank framework ISDA agreements (International Swaps and Derivatives Agreements). Provisions included in the agreements define comprehensive procedures in case of infringement (mainly difficulties in payments), and provide possibility to cancel a deal, making settlements with counterparty base on offset amount of mutual receivables and liabilities. To date, the Bank has not exercised that option, however, in order to meet information requirements as described in IFRS 7 the following table presents the fair values of derivative instruments (both classified as held for trading and dedicated to hedge accounting) as well as cash collaterals under ISDA framework agreements with a theoretical maximum amount resulting from the settlement on the basis of compensation.
Amounts to be received | Amounts to be paid | |
---|---|---|
Valuation of derivatives | 428.732 | 2.894.306 |
Amount of cash collaterals accepted/granted | -6.771 | -1.490.826 |
Financial assets and liabilities covered by framework ISDA agreements allowing compensation | 421.961 | 1.403.480 |
Theoretical maximum amount of compensation | -380.692 | -380.692 |
Financial assets and liabilities covered by framework ISDA agreements allowing compensation taking into account theoretical maximum amount of compensation | 41.269 | 1.022.788 |
5) Additional explanations to the cash flow statement
For the purpose of the cash flow statement the following financial assets are classified by the Group as cash or its equivalents.
31.12.2014 | 31.12.2013 | |
---|---|---|
Cash and balances with the Central Bank | 2.612.242 | 3.412.175 |
Receivables from interbank deposits (*) | 379.165 | 336.577 |
Debt securities issued by the State Treasury (*) | 2.407.056 | 3.004.023 |
of which available for sale | 2.407.056 | 3.002.211 |
of which trading | 0 | 1.812 |
Total | 5.398.463 | 6.752.775 |
(*) Financial assets with maturity below three months
In the periods presented in the financial statements the Group has received and made interest payments in the following amounts:
Data in PLN thous. | 01.01.2014 - 31.12.2014 | 01.01.2013 - 31.12.2013 |
---|---|---|
Interests received, including: | 2.521.940 | 2.587.973 |
- operating activities | 2.275.075 | 2.282.541 |
- investing activities | 246.865 | 305.432 |
Interests paid, including: | 1.170.929 | 1.531.167 |
- operating activities | 1.139.435 | 1.496.835 |
- financing activities | 31.494 | 34.332 |
For the purpose of the cash flow statement the following classification of activity types was adopted:
- Operating activities – cover the basic scope of operations connected with services provided by the Group’s units covering events whose purpose is to earn profit and not being investment or financial activity,
- Investment activities cover operations connected with the purchasing and selling of fixed assets, in particular financial assets not included in the ”for trading” category, shares and shares in subsidiaries, tangible and intangible fixed assets.
- Financial activities cover activities connected with raising of funds in the form of capital or liabilities, as well as servicing sources of funding.
6) Information on custody activity
As of 31.12.2014 the Custody Department maintained 11,476 accounts in which Customers’ assets were kept with the total value of PLN 32.21 billion (including assets of the Group’s companies in the amount of PLN 0.33 billion). Net revenue from the custody business for 2014 amounted to PLN 7.84 million (of which PLN 0.01 million falls on Group’s companies). The Custody Department serves as a depositary bank for 80 mutual funds including 11 of Millennium TFI S.A.
7) Operating leasing
The Group has lease agreements for office space, which according to IAS 17 are posted under operating leasing. As a standard, the Group’s companies usually make agreements of lease of commercial property for a specified period of maximum 5 years’ time, with a clause providing the right of the lessee to extend the term of the lease for another 5 years upon presentation of a statement. The Bank (parent company) made in the past also other agreements with no time limitation, which may be terminated with adequate notice, usually 3 to 6 months.
Balance as at: | 31.12.2014 | 31.12.2013 |
---|---|---|
- to 1 year | 172.273 | 138.454 |
- above 1 year to 5 years | 399.393 | 368.406 |
- above 5 years | 13.415 | 38.578 |
TOTAL | 585.081 | 545.438 |
8) Securitisation
In December 2007 Millennium Leasing Sp. z o.o. (“ML”), carried out a transaction of securitisation of the portfolio of leasing receivables with value remaining within the defined limit of up to PLN 850 million (“securitisation”, “transaction”). The concluded transaction was a traditional securitisation, i.e. it consisted in transferring the ownership right to the securitised leasing receivables by ML to the Orchis Sp. z o.o. (“Orchis”) special purpose vehicle, which issued debt securities on the basis of the securitised assets.
Entities that participated in financing of Orchis were as follows:
- European Investment Bank – fixed senior tranche investor in the amount of PLN 420,000,000,
- Clipper Receivables LLC – variable senior tranche investor with maximum limit of PLN 379,000,000 and of the mezzanine tranche in the amount of PLN 35,275,000,
- European Investment Fund – underwriter of mezzanine tranche,
- Millennium Leasing Sp. z o.o. – junior tranche investor in the amount of PLN 15,725,000.
Privileged tranches were subject to depreciation, accordingly repayments of securitised portfolio.
In December 2013, Orchis redeemed all debt securities issued to the external entities involved in the financing of the transaction. As at 31 December 2014 the only remaining securitisation balances are mutual transactions between ML and Orchis that due their nature (intra-group transactions) are eliminated in the consolidation process and therefore do not generate additional risks for the Group.
9) Share based payments
In 2012 the Bank implemented Variable Remuneration Policy for Persons Holding Managerial Positions in Bank Millennium S.A. Group in accordance with requirements described in Resolution of Polish Financial Supervisory Authority no 258/2011.
According to the mentioned Policy, Bank’s and Group’s employees who are covered by this Policy, who have significant impact on Group’s risk profile, will be paid variable remuneration on the basis of individual results and on the basis of unit / department and the entire Bank and Group results.
Part of the variable remunerations for employees of the Bank and Group will be paid in the form of Bank’s phantom shares. Those payments fulfil definition of the cash-settled share-based payments.
Variable Remuneration – Phantom Shares for: | 2014 | 2013 | 2012 |
---|---|---|---|
Kind of transactions in the light of IFRS 2 | Cash-settled share-based payments | ||
Commencement of vesting period | 1 January 2014 | 1 January 2013 | 1 January 2012 |
The date of announcing the program | 30 July 2012 | ||
Starting date of the program in accordance with the definition of IFRS 2 | Date of the Personnel Committee meeting taking place after closing of financial year | ||
Number of granted instruments | Determined at the grant date of the program in accordance with the definition of IFRS 2 | ||
Maturity date | 3 years since the date of granting program | ||
Vesting date | 31 December 2014 | 31 December 2013 | 31 December 2012 |
Vesting conditions | Employment in the Group 2014, results of the Group and individual performance | Employment in the Group 2013, results of the Group and individual performance | Employment in the Group 2012, results of the Group and individual performance |
Program settlement | On the settlement date, the participant will be paid the amount of cash being equal to the amount of held by a participant phantom shares multiplied by arithmetic mean of the Bank's share price at the closing of last 10 trading sessions on the Stock Exchange in Warsaw, preceding the settlement date. Aforementioned value cannot be greater or less than 20% compared to the original value of the deferred share pool. Phantom shares are settled in three equal annual instalments starting from the date of the Personnel Committee which decides about assignment. | ||
Program valuation | The fair value of the program is determined at each balance sheet date according to the rules adopted for determining the value of the program on the settlement date. |
Phantom shares granted to Bank’s employees who are not members of the Management Board of the Bank, for the year: | 2014 | 2013 | 2012 |
---|---|---|---|
Date of shares assigning | 05.02.2015 | 13.02.2014 | 15.02.2013 |
Number of shares | 128.217 | 126.342 | 108.328 |
- granted | 0 | 0 | 0 |
- deferred | 128.217 | 126.342 | 108.328 |
Value as at assigning date (PLN) | 934.188 | 1.120.901 | 511.958 |
- granted | 0 | 0 | 0 |
- deferred | 934.188 | 1.120.901 | 511.958 |
Fair value as at 31.12.2014 (PLN) | - | 1.048.634 | 614.351 |
Profit and Loss Account for 2014 has been charged with change in the value of the phantom shares assigned for the years 2012 and 2013, and the provision for phantom shares to be assigned for 2014.
Phantom shares granted to members of the Management Board of the Bank, for the year: | 2014 | 2013 | 2012 |
---|---|---|---|
Date of shares assigning | - | 24.04.2014 | 03.07.2013 |
Number of shares | - | 205.644 | 146.611 |
- granted | - | 0 | 0 |
- deferred | - | 205.644 | 146.611 |
Value as at assigning date (PLN) | - | 1.800.000 | 768.825 |
- granted | - | 0 | 0 |
- deferred | - | 1.800.000 | 768.825 |
Fair value as at 31.12.2014 (PLN) | - | 1.657.491 | 922.623 |
Until the publication of the Annual Report, the Personnel Committee of the Supervisory Board has not taken a decision on the amount of variable remuneration for the members of the Management Board for 2014.
10) Essential events between the date, for which the financial report was prepared and its publication date
CHF Appreciation
On 15th January 2015, the Swiss National Bank (SNB) announced that it was discontinuing maintaining the minimum exchange rate of CHF 1.20 per euro. At the same time, SNB announced that it was lowering the interest rate on sight deposit account balances to −0.75%. As a reaction, the EUR and the PLN depreciated versus the CHF.
The Bank does not expect significant worsening of the loans repayment as the influence of the Swiss franc appreciation against the Polish zloty will be partly offset by the decrease of CHF LIBOR3M rate. At the same time Polish banks have pledged to take measures against hypothetical problems with fx-loans repayment including non-increase of charges (collateral, new insurances), decrease of servicing of the debt for the clients (prolongation of the loan maturity, “holidays” in instalment repayment, temporary reduction of fx spread).
However, taking into consideration the structure of the CHF denominated mortgage loan portfolio, temporary higher instalments may increase the level of non performing loans and subsequently the cost of risk. Additionally, proposals put forward by different polish authorities may trigger, if enforced, losses for the Bank.
Date | Name and surname | Position/Function |
---|---|---|
13.02.2015 | Joao Bras Jorge | Chairman of the Management Board |
13.02.2015 | Fernando Bicho | Deputy Chairman of the Management Board |
13.02.2015 | Artur Klimczak | Deputy Chairman of the Management Board |
13.02.2015 | Julianna Boniuk-Gorzelańczyk | Member of the Management Board |
13.02.2015 | Wojciech Haase | Member of the Management Board |
13.02.2015 | Andrzej Gliński | Member of the Management Board |
13.02.2015 | Maria Jose Campos | Member of the Management Board |