Part H – Related-party transactions

In compliance with the provisions of Consob resolution no. 17221 of 12 March 2010 (as subsequently amended by means of Resolution no. 17389 of 23 June 2010) and the provisions of Circular 263/2006 (Title V, Chapter 5) of the Bank of Italy, Banca IFIS prepared the procedure relating to transactions with “related parties”, the current version of which was approved by the Board of Directors on 17 July 2013. This document is publicly available on Banca IFIS’s website, www.bancaifis.it, in the ‘Corporate Governance' Section.

During 2014, no significant transactions with related parties were undertaken.

As at 31 December 2014, the Banca IFIS S.p.A. Group is controlled by La Scogliera S.p.A. and consists of the Parent Company, Banca IFIS S.p.A., and the wholly owned subsidiary IFIS Finance Sp. Z o.o.

The types of related parties, as defined by IAS 24, that are relevant for the Banca IFIS Group include:

  • the parent company;
  • managers with strategic responsibilities;
  • close relatives of key management personnel and the companies controlled by (or associated to) them or their close relatives.

Here below is the information on the remuneration of key management personnel as well as transactions undertaken with the different types of related parties.

1. Information on the remuneration of key management personnel

The definition of key management personnel, as per IAS 24, includes all those persons having authority and responsibility for planning, directing and controlling the activities of Banca IFIS, directly or indirectly, including the Bank's directors (whether executive or otherwise).

In compliance with the provisions of the Bank of Italy’s Circular no. 262 of 22 December 2005 (as updated on 22 December 2014), key management personnel also include the members of the Board of Statutory Auditors.

Managers with strategic responsibilities

Short-term employee benefitsPost employment benefitsOther long-term benefitsTermination benefitsShare-based payments
3.585 - 79 40 185
 

The above information includes fees paid to Directors (2,5 million Euro, gross amount) and Statutory Auditors (290 thousand Euro, gross amount).

2. Information on related-party transactions

Here below are the assets, liabilities, guarantees and commitments outstanding at 31 December 2014, broken down by type of related party pursuant to IAS 24.

 

ItemsParent companyManagers with strategic responsibilitiesOther related partiesTotal% on item
Other assets 10.580 - - 10.580 20,4%
Total assets 10.580 - - 10.580 0,1%
Due to customers 75 833 1.675 2.583 0,0%
Total liabilities 75 833 1.675 2.583 0,0%

 

ItemsParent companyManagers with strategic responsibilitiesOther related partiesTotal% on item
Interest receivable and similar income 1 - - 1 0,0%
Interest due and similar expenses (3) (44) (61) (108) 0,1%
Other operating income/expenses 36 - (15) 21 1,0%
 

Transactions with the Parent Company relate to:

  • the current account relationship with the Parent Company, La Scogliera S.p.A. The balance at 31 December 2014 shows a 75 thousand Euro payable due from Banca IFIS S.p.A. to the parent. Relations with La Scogliera S.p.A. are conducted at arm's length;
  • the lease from Banca IFIS to La Scogliera of part of the property that housed the Bank's registered office until the end of 2005. Under the agreement, the annual lease payments total 32 thousand Euro plus VAT. This price was determined at arm's length.

Banca IFIS, together with the parent company, La Scogliera S.p.A., opted for the application of group taxation (tax consolidation) in accordance with arts. 117 et seq. of Presidential Decree 917/86. Intragroup transactions were regulated by means of a private written agreement between the parties, signed in the month of May 2013. This agreement lapses after three years. Banca IFIS has an address for the service of notices of documents and proceedings relating to the tax periods for which this option is exercised at the office of La Scogliera S.p.A., the consolidating company. Under this tax regime, Banca IFIS’s taxable income is transferred to La Scogliera S.p.A., the consolidating company, which is responsible for calculating overall group income. Following this decision, at 31 December 2014 Banca IFIS recognised 10,6 million Euro in receivables due from the parent company under Other assets. This amount takes into account the offsetting of the Parent Company’s tax losses in accordance with the procedure applicable under both this regime and the specific agreements the companies entered into.

Transactions with key management personnel relate almost entirely to rendimax or contomax savings accounts.

Transactions with other related parties are part of Banca IFIS’s ordinary business and the conditions applied are at arm’s length. Specifically, some individuals qualifying as other related parties held rendimax or contomax accounts with the Bank amounting to 1,7 million Euro overall.

       

Last updated on 2015-02-18