CONTENTS. A Chairman s report on the proceedings of the Board of Directors and internal control procedures. C Crédit Coopératif Group accounts

Transcription

1 Annual Report Reference document 2011

2 This document is an English translation of Crédit Coopératif s reference document. This translation has no legal value. The only official version of this document is the French version, which has been submitted to the French financial market authority on 6 April 2012 in compliance with Article of the Authority's General Regulations, as deposition by number D It may be used to support a financial operation provided that it is complemented by a short form prospectus that has been approved by the Financial Markets Authority. This document has been prepared by the issuer and is the responsibility of its signatories. Copies of this document may be obtained free of charge from Crédit Coopératif at its temporary Head Office: 72 Avenue de la Liberté, Nanterre, France. The document is also available on the bank's website ( or on the website of the Financial Markets Authority (AMF) at 2

3 CONTENTS Editorial 3 The Crédit Coopératif Group 5 Crédit Coopératif within Groupe BPCE 7 Crédit Coopératif Group Organisation 8 List of companies in the Crédit Coopératif Group 9 Governance of Crédit Coopératif at 31 December Executive Committee of the Board of Directors 11 Specialist committees of the Board of Directors 12 Executive Management 13 Press release: results and key figures 14 A Chairman s report on the proceedings of the Board of Directors and internal control procedures 1. Organisation and preparation of the proceedings of the Board of Directors Composition of the Board of Directors Role and operation of the Board of Directors Procedure for preparing for meetings of the Board of Directors Powers of the executive officers Principles and rules used to determine the remuneration of the executive officers The Conseil National du Crédit Coopératif (CNCC) Internal control procedures General organisation Risk monitoring and control Organisation of the internal control procedures for accounting and financial information Statutory auditors' report on the Chairman's report 38 B Crédit Coopératif Group Management Report Crédit Coopératif Group activity 42 Economic conditions in 2011: a year of multiple shocks Activity by customer segment Business lines at the service of the real economy Distribution and quality Corporate social responsibility Social information Environmental information Information concerning the company's sustainable development commitments Table of correspondence between the CSR data provided and the following standards: GRI and Article 225 of the "Grenelle 2" law Group architecture Crédit Coopératif Subsidiaries Non-subsidiary partner institutions Main partnership shareholdings Board of Directors and Executive Management Remits and functions at 31 December Remuneration and benefits paid during the year Financial statements and consolidated financial statements Financial reporting framework used Consolidated financial statements Company financial statements Events after the end of the financial year Risk exposure and risk management Credit risks Market risks Structural balance-sheet risks Operating risks Non-compliance risks Distribution and appropriation of earnings Outlook for C Crédit Coopératif Group accounts 1. Crédit Coopératif Group consolidated financial statements (IFRS) Crédit Coopératif company financial statements Statutory auditors' reports Draft resolutions 226 Table of concordance 229 Certification by the person responsible for the report 231 Branch contact details 232 1

4 CHAIRMAN'S ADDRESS 2

5 EDITORIAL The economic conditions at the start of 2011 were a genuine, legitimate cause for concern. Despite the major events that have occurred in the last 12 months, the weak economic conditions and the sovereign debt crisis (and its repercussions for the interbank market), Crédit Coopératif Group has continued to win the trust of its customers. Jean-Louis Bancel This trust is based on our expertise, our commitment to providing banking services to the real economy in a responsible way, our policy of excluding tax havens, and the introduction of our voluntary contribution on currency transactions (CVTC-Change Solidaire) to help fund development projects. Our actions are guided by the cooperative principles of the International Cooperative Alliance (ICA), in addition to other reference frameworks such as the United Nations Global Compact and the Principles for Responsible Investment (PRI), which informs the way in which Ecofi Investissements manages assets. Our loan activity has remained strong, providing credit to a stable base of business customers. Despite strong competition, we have also continued to collect high levels of deposits. The Group has a strong level of capital, which has allowed it to comply with new equity requirements. As the recent financial crises have demonstrated, cooperatives are a highly effective economic model, with the UN declaring 2012 the International Year of Cooperatives. François Dorémus As a cooperative bank with strong principles that influence every area of its activity, our aim is to continue meeting the dual needs of our customers associates and members alike: involving them, as capital providers, in the life of the bank and offering them, as customers, an ever-changing range of products, services and tools. We have introduced successful new online services for personal customers and are currently testing new organisational structures for corporate entities. Our association customers continue to demand support and expertise to help them deal with shrinking public expenditure budgets. The success of the national Forum of associations and foundations clearly demonstrates the level of concern in this area. Furthermore, with many banking institutions facing difficulties, the Group has developed new business relationships in some sectors, including regional authorities. Companies, meanwhile, have fared better during the crisis than originally anticipated. We are determined to offer companies the banking services that they require, working closely with their movements and trade organisations. In response to ever more fierce international competition, we will continue to invest in training our staff and adapting our processes and products, to ensure that Crédit Coopératif remains the banking institution of choice for all of our customers and members. Jean-Louis Bancel Chairman François Dorémus Chief Executive 3

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7 THE CRÉDIT COOPÉRATIF GROUP Presentation THE CRÉDIT COOPÉRATIF GROUP Crédit Coopératif is a cooperative bank. Its legal status is that of a variable-capital popular bank cooperative limited company. It is engaged in all of the business lines and areas of expertise of a banking institution. The Bank's chosen mission, as outlined in its Statement of Principles, is to be a cooperative bank at the service of those who operate in the social and socially responsible economy, striving to respect individuals and their environment. The origins of Crédit Coopératif go back to the late 19 th century when a group of co-operators decided to set up their own bank. Over the last 120 years, Crédit Coopératif has continued to expand, gain new customers and widen its network, while remaining true to its original mission, as stated in the companywide project: "Coopéraction 2015". The core of Crédit Coopératif's capital (80%) is provided by its customers. Its corporate entity customers are all members of the group (A and B shareholders). These members hold all of the voting rights at the General Meeting, based on the "one person, one vote" principle. Personal customers, who hold C shares, strengthen the bank's ability to take action. Crédit Coopératif Group is an overarching organisation that covers the banking and financial institutions that depend on it for financial solidity. Together, they form the Crédit Coopératif Group, a complete banking group with a national network. Some of these take the form of subsidiaries: BTP Banque (banking network dedicated to the construction industry), Bati Lease (property leasing), and Ecofi Investissements (asset management). Others (mainly cooperatives) are associated with member movements or groups. A COOPERATIVE BANK Crédit Coopératif's economic model is closely linked to its status as a cooperative. It is a financial institution created and led by its members, designed to provide solutions to their needs. As both customers and capital providers, its members form the bank's governing bodies (General Meetings and Board of Directors), as well as the bodies of the Conseil National du Crédit Coopératif (Branch Boards and Regional Committees). Profit (known as "administrative surplus" in cooperative terminology) is distributed according to precise rules: capital is ring-fenced, and a significant portion of profit is used to create non-distributable reserves. These reserves are collectivelyowned property that form part of the bank's equity and help to secure its long-term future. The bank has close, long-standing relationships with its customer-members, with a tri-partite partnership between the customer, the customer's movement and the bank. SELECT MARKETS Crédit Coopératif's carefully selected customer base comprises companies in the social economy, and companies whose economic model involves "joint and different powers of action". These include: associations, cooperatives, groupings of entrepreneurs and their members, mutual associations, social entrepreneurs and small and medium-sized businesses. In short, Crédit Coopératif serves any customer who delivers genuine social added value. These customers operate in a wide range of different sectors, from social, social/medical, healthcare, welfare to work, personal services, environment, culture and knowledge, education and research and social housing, to industry, services, distribution, retail, agriculture and fishing, waterborne transport and ecoactivities. The majority of these companies have strong roots in their local areas, acting as points of stability and representing continuity within the fabric of the local economy. Crédit Coopératif is also able to assist its customers with international operations. The bank has its own international business, organised through partnerships. The majority of these focus on developing social economy companies and microfinance and cooperative finance institutions. Although Crédit Coopératif is a cooperative of corporate entities, it continues to attract rising numbers of personal customers. It is perfectly placed to meet their responsible banking needs. SERVING EVERY ASPECT OF THE REAL ECONOMY The Group offers its customers all of the services that they need on a daily basis or when faced with the challenge of a largescale project: day-to-day banking services: accounts, methods of payment, cash flow management, processing of international transactions, insurance, savings and investments. Wherever possible, the proposed products include a socially responsible version. Special products are also offered to adult protection professionals and service users. 5

8 loans and finance: loans of all lengths, classic loans and leasing, including credit access facilitation methods (mutual guarantees, sureties, etc.) and with a strong commitment to delivering financial inclusion solutions in partnership with players in the personal and business micro-credit sector. Crédit Coopératif is a partner of various public general interest schemes, both in France and in Europe. The bank also has recognised expertise in supporting individual and business environmental schemes. socially responsible finance: through its close relationship with associations, Crédit Coopératif is a pioneer in socially responsible finance. It offers a unique range of socially responsible savings and investment products. It is also an expert in engineering and services for socially responsible funders (Adie, Caisse Solidaire, France Active, France Initiative, Nef, local associations, etc.): refinancing, guarantee, provision of equity capital, security issuance, etc. growth support services: assistance with business or association restructuring or transfer arrangements (capital financing, shareholding and growth capital operations) both in France and abroad, with the support of business development institutions (particularly those working in the social economy): Sefea (Italy), Sicoop (Catalonia), CoopEst (Eastern Europe), Tise (Poland), etc. social engineering: save-as-you-earn schemes, service employment vouchers, luncheon vouchers, etc. In these areas, Crédit Coopératif works with selected expert partners from within the social economy (Mutavie, Mutlog, Chèque Déjeuner) or Groupe BPCE. RESPONSIBLE MANAGEMENT Crédit Coopératif is proud of its cooperative principles and applies them to everything that it does. It takes a broad approach to these principles, incorporating corporate social responsibility into its day-to-day business activities. The bank's commitment in this respect may be measured through the customers that it chooses, the composition of it membership and of its Board of Directors, and the allocation of loans by sector. In its asset management activities, the bank has a tax haven exclusion policy which, in 2011, it extended to cover its loan activity. Its asset management company, Ecofi Investissements, also operates in line with a very strict responsible management policy. Through the Crédit Coopératif Foundation, which has a generous budget, and its various collective project and operation patronage, sponsorship and support operations, the Crédit Coopératif Group aims to play a leading role in building a society that is fair for all. In 2011, it set up an innovative, pioneering voluntary contribution on currency transactions to help fund development projects. This contribution is known as the CVTC-Change Solidaire. In order to measure its social, economic and environmental responsibility, Crédit Coopératif has set up a range of measuring instruments. The bank measures its performance in these areas against international benchmarks such as the GRI (Global Reporting Initiative), supplemented by specific indicators that reflect the original content of the cooperative principles drawn up by the International Cooperative Alliance (ICA) in 1895, as well as present-day indicators developed within the cooperative movement. It publishes the results of these indicators on its website. 6

9 THE CRÉDIT COOPÉRATIF GROUP Presentation CRÉDIT COOPÉRATIF WITHIN GROUPE BPCE ORGANISATIONAL CHART OF GROUPE BPCE AT 31 DECEMBER 2011 Groupe BPCE Members 80% (members' shares) Members 80% (members' shares) Fédération Nationale des Banques Populaires 19 Banques Populaires: 17 Regional Banques Populaires 2 National Banques Populaires: Casden and CRÉDIT COOPÉRATIF CCIs 20% 50% 50% BPCE Central Institution 17 Caisses d Épargne CCIs 20% Fédération Nationale des Caisses d Épargne 71.5% Retail Banking and Insurance Crédit Foncier Banque Palatine BPCE International et Outre-mer BPCE Assurances Investment Banking, Savings and Specialist Financial Services Natixis and its subsidiaries Floating 27.7% Crédit Coopératif has a specific position and status within Groupe BPCE, which is established by an agreement that links it to the group. As well as recognising its national mission as a player in the social and socially responsible economy, it states that Crédit Coopératif, its subsidiaries and partner entities shall keep their own names, commercial names, brands and identities, together with their specific characteristics, their customers, their management autonomy, their freedom to enter into commitments and their internal operating and financial rules. Its legal status is that of a variable-capital popular bank cooperative limited company. As such, it holds 1% of the capital of BPCE, the common tool of the Banques Populaires and Caisses d Épargne. It is one of the parent companies within Groupe BPCE, which is a decentralised cooperative group. Its customers hold 80% of its capital, and all of the voting rights at the General Meeting. BPCE, acting as the central body described in the Monetary and Financial Code, is answerable to the banking authorities for Crédit Coopératif compliance and ensures its liquidity and solvency. Natixis, a listed arm of Groupe BPCE, has a 20% holding in the capital of Crédit Coopératif in the form of cooperative certificates of investment (CCI), which are non-voting securities. Crédit Coopératif thus combines the benefits of a cooperative bank that belongs to its customers with the resources available to a large banking group. 7

10 CRÉDIT COOPÉRATIF GROUP ORGANISATION Members Crédit Coopératif Subsidiaries Partner institutions Main partnership shareholdings BTP Banque BTP Capital Conseil BTP Capital Investissement Ecofi Investissements Financière de Champlain Esfin Gestion Bati Lease Intercoop Intercop Location Tise The establishments shown in this simplified organisation chart are listed opposite and in the Group Architecture section on page 77. Bank Banque Edel Financial credit companies Caisse Solidaire Société financière de la Nef Gedex Distribution Socorec Financial guarantee companies CMGM Nord Financement Sofigard Sofindi Sofirif Sofiscop Sofiscop Sud-Est Somudimec Somupaca 8 Development capital Banque Populaire Développement Croissance Nord-Pas-de-Calais Groupe Esfin-Ides IRD Nord-Pas-de-Calais Rhône Dauphiné Développement Socoden Sofinei Transméa Local development Cadec Personal services Chèque Domicile Social housing Finantoit Logis Breton SDHC IDF Habitat Polylogis Insurance CGI Bâtiment Renewable Sifaenergies Enercoop Eilañ Social finance France Active Garantie Sifa Babyloan Sidi Europe Sefea Banca Etica Eurecos Sicoop CoopEst SG Bank BNDA

11 THE CRÉDIT COOPÉRATIF GROUP Presentation LIST OF COMPANIES IN THE CRÉDIT COOPÉRATIF GROUP SUBSIDIARIES BTP Banque: a bank for entrepreneurs and institutions in building and civil engineering. BTP Capital Conseil: consultancy for transfers of building and civil engineering firms. BTP Capital Investissement: company providing development capital for building and civil engineering firms. Ecofi Investissements: asset management company. Financière de Champlain: management company specialising in sustainable development. Esfin Gestion: investment management company specialising in non-listed companies. Bati Lease: property finance leasing company. Intercoop: property finance leasing company. Intercop Location: operating lease company. Tise: company offering development capital for social enterprises in Poland. PARTNER INSTITUTIONS A partner institution is a credit institution for which Crédit Coopératif provides control, liquidity and solvency services within the scope of a contract of association. Bank: Banque Edel: bank held and managed with the E. Leclerc movement. Financial credit companies: Caisse Solidaire: cooperative institution providing social credit (Nord-Pas-de-Calais) (approved social enterprise). Société financière de la Nef cooperative institution providing social credit (approved social enterprise). Gedex Distribution: credit institution created by the Gedex retailers cooperative. Socorec: cooperative finance company established by groups of trade associations. Financial guarantee companies CMGM: mutual cooperative guarantee company, financial instrument of various industrial federations and trade associations. Nord Financement: financial cooperative for SME/SMIs in the Nord-Pas-de-Calais region. Sofigard: financial cooperative for SME/ SMIs in the Gard department. Sofindi: financial cooperative for SME/SMIs in the Poitou-Charentes region. Sofirif: financial cooperative for SME/SMIs in the Île-de-France region. Sofiscop: financial cooperative company and an instrument of the SCOP movement throughout France (except in the south-east). Sofiscop Sud-Est: financial cooperative company and an instrument of the SCOP movement in south-east France. Somudimec: SMI mutual cooperative guarantee company, financial instrument of various industrial federations and trade associations in the Rhône-Alpes, Burgundy, Auvergne and Franche-Comté regions. Somupaca: financial cooperative for SME/ SMIs in the Provence-Alpes-Côte d'azur region. MAIN PARTNERSHIP SHAREHOLDINGS Development capital Banque Populaire Développement: development capital company for non-listed companies. Croissance Nord-Pas-de-Calais: development capital company for non-listed SMEs in the Nord-Pas-de-Calais region. Groupe Esfin-Ides: development capital company for firms in the social economy and SME/SMIs in all sectors, set up by members of the social economy. IRD Nord-Pas-de-Calais: development capital company and mentor for companies in Nord-Pas-de-Calais. Rhône Dauphiné Développement: development capital company with a local focus. Socoden: financial cooperative company linked to the SCOP movement. Sofinei: finance cooperative company established to help develop businesses in the integration sector (approved social enterprise). Transméa: development capital company specialising in staff buyouts. Local development Cadec: regional investment company in Corsica Personal services Chèque Domicile: the biggest issuer of universal service employment cheques. Social housing Finantoit: cooperative SIG bringing together players in cooperative housing (approved social enterprise). Logis Breton: independent social housing cooperative in Brittany which carries out the full range of social housing activities in the region. SDHC: cooperative housing development company, a subsidiary of the Fédération des Coopératives d HLM (Federation of Social Housing Cooperatives). IDF Habitat: social enterprise for housing in Val de Marne. Polylogis: large, well-known group in the world of social housing, the most important element of which is the social housing company LogiRep. Insurance CGI Bâtiment guarantee insurance company working closely with the FFB. Renewable energies Enercoop: cooperative SIG supplying electricity from renewable energy sources (approved social enterprise). Eilañ: investment company dedicated to developing renewable energies in Brittany. Social finance France Active Garantie: financial company providing guarantees as part of efforts to create jobs as a means of fighting exclusion. Sifa: France Active s social investment company providing employment support for people on integration programmes. Babyloan: leading French social microcredit website, developed and administered by ABC Microfinance. Sidi: company specialised in providing financial and technical support for local financing structures outside France. International Sefea: cooperative company promoting social finance in Europe. Banca Etica: Italian full-service bank, pioneer and leader in ethical finance in Italy. Eurecos: property company set up to support growth in the Catalan social economy. Sicoop: Catalan venture capital company especially designed for cooperatives. CoopEst: financial instrument dedicated to the financing of social enterprises in Eastern Europe. 9

12 GOVERNANCE OF CRÉDIT COOPÉRATIF AT 31 DECEMBER 2011 DIRECTORS Jean-Louis Bancel Chairman of the Board Of Directors Jean-Claude Detilleux Deputy Vice-Chairman Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM mechanical and metal-processing industries mutual-guarantee fund) Vice-Chairwoman of the Board of Directors Martine Clément ESFIN Vice-Chairman of the Board of Directors Hugues Sibille Fédération Nationale de la Mutualité Interprofessionnelle (FNMI national federation of interprofessional mutual societies) Vice-Chairman of the Board of Directors Maurice Ronat Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI national union of associations for the mentally disabled, their parents and friends) Vice-Chairman of the Board of Directors Jean Gabain Association Nationale des Coopératives Financières (ANCF - national association of financial cooperatives) Gilbert Hennique Chantal Chomel Representative of category C shareholders Confédération Générale des Scop (CG Scop - general confederation of SCOPs) Patrick Lenancker Conseil National du Crédit Coopératif (CNCC national council of Crédit Coopératif) Philippe Antoine Fédération des enseignes du commerce associé (FCA - retail trade association) Guy Leclerc Fédération Nationale de la Mutualité Française (FNMF French mutual societies national federation) Jean-Philippe Huchet Fédération Nationale des Coopératives de Consommateurs (FNCC national federation of consumers cooperatives) Nadia Dehors Fédération Nationale des Sociétés Coopératives d HLM (FNSC D HLM national federation of cooperative low-income housing boards) Daniel Chabod Garantie Mutuelle des Fonctionnaires (GMF public employees mutual guarantee institution) Patrice Forget Mutuelle générale de l éducation nationale (MGEN teachers mutual society) Jacques Hornez Union Nationale des Associations de Tourisme et de Plein Air (UNAT national union of associations for tourism and open-air activities) Christine Bouyer Union sociale pour l habitat (social union for housing) Michel Amzallag EMPLOYEE-ELECTED DIRECTORS Yaël Zlotowski Jean-Denis Nguyen Trong Fabienne Roy Françoise Girma-Romeyer NON-VOTING DIRECTORS Conseil National du Crédit Coopératif (CNCC national council of Crédit Coopératif) Jean-Marie Miramon Fédération Française des Coopératives et Groupements d Artisans (FFCGA French trade association of self-employed and small-business cooperatives and groups) Bernard Martineau Société Coopérative d Entraide-Fonds d Expansion Confédéral (Socoden-FEC cooperative mutual-aid society confederal economicdevelopment fund) Jacques Landriot Société Coopérative pour la Rénovation et l Equipement du Commerce (SOCOREC cooperative society for retailers renovation and capital investment) Hervé Affret Société financière de la Nef Philippe Leconte Union Nationale Interfédérale des Oeuvres et Organismes Privés Sanitaires et Sociaux (UNIOPSS) Hubert Allier Michel Vallade Shareholders representative The following people also attend meetings of the Board of Directors: WORKS COUNCIL REPRESENTATIVE Sylvie Calixte STATUTORY AUDITORS Incumbents: KPMG AUDIT: Fabrice Odent SOFIDEEC BAKER TILLY: Jean-François Dermagne Cyrille Baud Substitutes: Pascal Brouard Christian Lairy 10

13 THE CRÉDIT COOPÉRATIF GROUP Presentation EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS AT 31 DECEMBER 2011 Jean-Louis Bancel, Chairman Jean-Claude Detilleux Deputy Vice-Chairman ESFIN Hugues Sibille Vice-Chairman Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM mechanical and metal-processing industries mutual-guarantee fund) Martine Clément Vice-Chairwoman Fédération Nationale de la Mutualité Interprofessionnelle (FNMI national federation of interprofessional mutual societies) Maurice Ronat Vice-Chairman Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI national union of associations for the mentally disabled, their parents and friends) Jean Gabain Vice-Chairman Conseil national du Crédit Coopératif (CNCC national council of Crédit Coopératif) Philippe Antoine Secretary 11

14 SPECIALIST COMMITTEES OF THE BOARD OF DIRECTORS AT 31 DECEMBER 2011 A summary of the work done by these specialist committees during 2011 can be found on pages 24 to 26 of this report. AUDIT COMMITTEE Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI national union of associations for the mentally disabled, their parents and friends) Jean Gabain, Vice-Chairman, Chairman of the Committee Association Nationale des Coopératives Financières (ANCF - national association of financial cooperatives) Gilbert Hennique Jean-Claude Detilleux Deputy Vice-Chairman Fédération Nationale des Coopératives de Consommateurs (FNCC national federation of consumers cooperatives) Nadia Dehors Fédération nationale des sociétés coopératives d HLM (FNSC D HLM national federation of cooperative low-income housing boards) Daniel Chabod Garantie Mutuelle des Fonctionnaires (GMF public employees mutual guarantee institution) Patrice Forget Société Coopérative pour la Rénovation et l Equipement du Commerce (SOCOREC cooperative society for retailers renovation and capital investment) Hervé Affret Yaël Zlotowski Employee-elected director RISK COMMITTEE Conseil National du Crédit Coopératif (CNCC - national council of Crédit Coopératif) Philippe Antoine, Chairman of the Committee Association Nationale des Coopératives Financières (ANCF - national association of financial cooperatives) Gilbert Hennique Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM mechanical and metal-processing industries mutual-guarantee fund) Martine Clément, Vice-Chairwoman Chantal Chomel Representative of category C shareholders Jean-Claude Detilleux Deputy Vice-Chairman Fédération des enseignes du commerce associé (FCA - retail trade association) Guy Leclerc Fédération Nationale des Coopératives de Consommateurs (FNCC national federation of consumers cooperatives) Nadia Dehors ESFIN Hugues Sibille, Vice-Chairman Jean-Denis Nguyen Trong Employee-elected director REMUNERATION AND RECRUITMENT COMMITTEE Association Nationale des Coopératives Financières (ANCF - national association of financial cooperatives) Gilbert Hennique Caisse Mutuelle de Garantie des Industries Mécaniques et Transformatrices des Métaux (CMGM mechanical and metal-processing industries mutual-guarantee fund) Martine Clément, Vice-Chairwoman Fédération Nationale des Coopératives de Consommateurs (FNCC national federation of consumers cooperatives) Nadia Dehors Union Nationale des Associations de Parents, de Personnes Handicapées Mentales et de leurs Amis (UNAPEI national union of associations for the mentally disabled, their parents and friends) Jean Gabain, Vice Chairman, Michel Vallade Representative of category C shareholders 12

15 THE CRÉDIT COOPÉRATIF GROUP Presentation EXECUTIVE MANAGEMENT The Executive Management consists of a Chief Executive, François Dorémus, and his deputy, Pierre Valentin. The Executive Management is supported by a Management Committee, which deals with operational aspects of Crédit Coopératif's business. Chief Executive François Dorémus PA to the CEO Jean-Paul Courtois Group Risk and Compliance Christian Mamet Development Division Bruno Maillard Commercial Division Bernard Pagès Finance Division Pierre Valentin, Deputy Chief Executive Resources Division Michel Ivanovsky General Secretariat Division Pascal Zakowski 13

16 PRESS RELEASE: 2011 RESULTS Crédit Coopératif Group Highly satisfactory results for 2011 thanks to strong activity, consolidating the Group's ability to fund customers for the benefit of French society Despite the tense economic environment, 2011 saw commercial activity in excellent shape, allowing net banking income to grow by 5.2%. The Group share of net profit was 51.2million (a 41% increase on 2010). At its meeting of 13th March 2012, the Board of Directors of Crédit Coopératif approved the 2011 financial statements 1 of the Crédit Coopératif Group, composed of Crédit Coopératif, its subsidiaries (BTP Banque, Bati Lease and Ecofi Investissements) and partner institutions 2. Crédit Coopératif and its subsidiaries represent the core of the business. These financial statements will be submitted to members between 25 April and 23 May at the 23 regional general meetings of Crédit Coopératif, and then on 30 May to bearers of C shares (individuals) at the plenary meeting. The number of customers of Crédit Coopératif and its subsidiaries grew by 7 % in 2011 and is now in excess of 291,000. Of these, 70,400 are corporate entities, mainly based in the social economy (principally cooperatives, mutual companies, associations and SIG organisations). The number of private customers, excluding legally protected adults, rose by 13.7%. The activities of Crédit Coopératif and its subsidiaries in collecting deposits (13.6 billion on average in the year) are characterised by strong growth in balance-sheet resources (sight deposits up 11.3%, savings up 24.6%, term deposits up 2.3%). Reflecting trends in the market since late 2009, UCITS exposures fell sharply (-10.5%), but less so than in This change in customer behaviour is due primarily to the bank savings rate and the continued relative fall in UCITS performance. Overall, deposit exposure has remained stable (-0.1%). On the lending side, the loan exposure of Crédit Coopératif and its subsidiaries (8.4 billion on average in the year) rose by 12.3%, consolidating the increase seen in Medium and long-term loan exposure remains highly dynamic, with new investment credits reaching 2.1 billion (an increase of 19.1%), confirming the trend seen in the last three years. Furthermore, the increase in short-term credit facilities (822.1 million, up 8.7%) and commitments by signature (2.4 billion, up 3.1%) demonstrate the Group's ability to deliver growth in less traditional segments. The Group's net banking income was million at 31 December 2011, up 5.2 %. This change is due to a high level of activity and a uniform increase in interest margins and commission. General expenses stood at 298 million (up 4.4 %), rising less than net banking income. Personnel expenses ( million) including profit-sharing as a result of favourable changes in the operating ratio rose by 4.7%. 1. Under IFRS. The audit procedures for the consolidated financial statements for the financial year ending 31 December 2011 have been finalised for the most part. The statutory auditor s report on approval of the consolidated financial statements will be sent after verification of the information in the management report and implementation of the procedures required to finalise the reference document. 2. Within the framework of partnership agreements, Crédit Coopératif guarantees the liquidity and solvency of various credit institutions, primarily cooperatives, to their customers: Banque Edel, Caisse solidaire, Société financière de la Nef, Gedex Distribution, Socorec, CMGM, Nord Financement, Sofigard, Sofindi, Sofirif, Sofiscop, Sofiscop Sud Est, Somudimec, Somupaca. France Active Garantie (FAG) and Caisse de Développement de la Corse (Cadec) are now consolidated according to the equity method. 14

17 THE CRÉDIT COOPÉRATIF GROUP Press release Other management expenses (122.8 million, up 4.0%) reflect the Group's willingness to invest in means of production. The figure is also affected by the new compulsory statutory contributions. Excluding the impact of the banking levy, other management costs rose by 2.4%. The operating ratio was 73.3% after profit-sharing (2010: 73.9%, 2009: 74.9%). Improving this figure as part of sustained growth remains an important objective. Gross operating income ( million) rose by 7.3%. Cost of risk ( 29.4 million) was a favourable element of the financial year, falling by 16 million (-35.3%). Net profit ( 21.3 million) and profit carried forward in the Crédit Coopératif financial statements stood at 24.4 million. The following allocation of profits will be proposed to members at the General Meetings: legal reserve: 3.19 million; return to members and associated customers: million gross (proposed payment for members' shares at 2.8%); cooperative rebate: 0.75 million; dividends to CCIs: 4.16 million; profit carried forward: 3.17 million. Capital increase by members and associated customers stood at 59.4 million, ensuring that the Group retained a highly satisfactory level of solvency against tighter statutory requirements: Tier One stands at 11.14% and the Group's solvency ratio is 11.80%. After tax and deduction of non-controlling interests, the Group share of net profit was 51.2 million ( 36.3 million in 2010), an increase of 41%. Despite the major events that have occurred in the last 12 months, the weak economic conditions and the sovereign debt crisis (and its repercussions for the interbank market), Crédit Coopératif Group has delivered strong performance. The Group's activity was boosted by an increase in credit demand from all customer segments. This also resulted in a reduction in the cost of risk which while remaining at a prudent level has had a direct impact on income. The bank has no major direct sovereign debt commitments and benefits from its prudent, non-speculative own-account management strategy. The level of deposits collected from customers is such that the Group is able to maintain sufficient liquidity to fund its employees. The Groups' funding capacity therefore allows it to meet the needs of its diverse customer base, including SIG organisations, cooperatives, SMEs and like-minded individuals. Its private customer base continues to grow, boosted by the launch of a range of new online services (account opening and product subscriptions) in July. The Group's international expansion strategy has resulted in shareholdings in Banque Nationale de Développement Agricole (BDNA) in Mali and through its Polish subsidiary, Tise in SG Bank, which represents 40% of local cooperative banks in Poland. In March 2011, Crédit Coopératif reaffirmed its commitment as a bank with a human touch by launching its voluntary contribution on currency transactions (CVTC-Change solidaire). This contribution raised a donation of 82,000 to support a Geres project in the Indian Himalayas. Activity was therefore strong in 2011, with annual results that met the Group's ambitions. These positive trends have continued in the first two months of Crédit Coopératif is also preparing to move into its new Head Office on Boulevard Pesaro in Nanterre, which complies with High Environmental Quality (HEQ) standards. Efforts are also underway to make improvements to the branch networks. These actions will strengthen the Group's ability to serve the real economy. Contacts for the press: Claude Sevaistre: +33 (0)

18 KEY FIGURES AT 31 DECEMBER 2011 CRÉDIT COOPÉRATIF GROUP BUSINESS (IN BILLIONS OF EUROS) Change Exposures from loans to customers % Exposures from customers banking sources % UCITS exposures % ABBREVIATED BALANCE SHEET (IN BILLIONS OF EUROS) Assets Liabilities Interbank operations and securities portfolio Interbank operations and bond issues Customer loans Customer deposits Miscellaneous Miscellaneous Fixed assets Equity capital TOTAL TOTAL NET PROFIT (IN MILLIONS OF EUROS) Change Net banking income % General expenses % Gross operating income % Cost of risk % Other items (1) not significant Corporation tax % Net income (Group share) % (1) Results according to the equity method, gains or losses on other assets, deduction made for minority holdings FINANCIAL INDICATORS * Solvency ratio 11.80% 12.97% Tier One ratio 11.14% 11.89% Operating ratio 73.34% 73.86% Return on equity 4.49% 3.55% OTHERS at 31/12/2011 Number of employees of the Crédit Coopératif UES (Crédit Coopératif, 1,996 BTP Banque, Ecofi Investissements - enrolled staff) Number of current 290,989 customers number of corporate 70,400 entities Members approx. 38,000 Associate individuals approx. 25, branches, Crédit Coopératif Network 2 affiliated branches, 1 online branch BTP Banque Network 39 branches ACTIVITY BY CUSTOMER SEGMENT Individuals SIG Construction & Companies organisations civil engineering Total Number of current customers 220,627 41,051 20,774 8, ,989 number of individual wardship customers 117,718 Medium/long-term exposures 11% 38% 45% 5% 100% Short-term exposures 2% 28% 57% 13% 100% Commitments by signature 0% 17% 12% 72% 100% Sight deposits 30% 38% 21% 12% 100% Savings 79% 20% 1% 0% 100% UCITS 3% 56% 12% 29% 100% * Percentage determined on the basis of average annual exposures in 2011 in the value available in the Ariane tool. 16

19 THE CRÉDIT COOPÉRATIF GROUP Presentation 17

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21 Chairman s report on the work of the Board of Directors and internal control procedures

22 In accordance with Article L of the Commercial Code, the Chairman of the Crédit Coopératif Board of Directors hereby submits this report concerning: the procedures for preparing and organising the proceedings of the Board of Directors, the internal control procedures implemented within Crédit Coopératif, any limitations placed by the Board of Directors on the remit of the Chief Executive. Most of the share capital in Crédit Coopératif is held by various groups that make up the social economy, such as mutual societies, cooperatives and associations, in addition to a broad customer base, especially small and medium-sized businesses and personal customers.the composition of the Board of Directors takes account of these different sectors. The first section of this report, which deals with the procedures for organising and preparing for the proceedings of the Board of Directors, has been prepared with the assistance of the Board of Directors' secretariat. The second section, which covers internal control procedures,has been prepared with the help of the Compliance and Continuous Control managers. The GRI indicators outlined on page 37 have been gathered by Crédit Coopératif's CSR unit. The 2011 Annual Report was presented to the Audit Committee on 7 March 2012 and to the Board of Directors of Crédit Coopératif on 13 Mar ORGANISATION AND PREPARATION OF THE PROCEEDINGS OF THE BOARD OF DIRECTORS The Board of Directors of Crédit Coopératif operates in accordance with the principles for corporate governance set out in the rules of procedure for the Board of Directors and the articles of association adopted on 30 January 2003 and amended on 30 June 2003, 25 May 2005, 15 November 2006 and 27 May Given these principles and its political foundations, Crédit Coopératif strives to implement not only proper corporate governance, but also and more specifically, cooperative governance for the benefit of its customer-members, in accordance with an active policy of promoting membership. Crédit Coopératif s Corporate Governance Charter, adopted by the Board of Directors on 15 September 2005, details the operating principles and methods of Crédit Coopératif s decision-making bodies, as regards transparency, effectiveness and consistency. This Governance Charter is available on the Crédit Coopératif website: (in the "Qui sommes-nous?" section in French only) Composition of the Board of Directors Directors The Board of Directors is composed of 18 directors, who are appointed by the General Members Meeting for a term of six years (15 corporate entities and 3 individuals), and four employee-elected directors. The corporate entity directors mainly represent the movements and trade federations that represent the members of Crédit Coopératif. The chief qualities expected of a director are business experience, a personal commitment to the proceedings of the Board, an understanding of the business and financial world, the ability to work together while respecting each other s opinions, the courage to speak up even when in a minority, a sense of responsibility to member shareholders and other interested parties, and integrity. In order to be a member of the Board of Directors, individuals require undisputed merit and must own at least one share incrédit Coopératif. Anyone who is aged 68 or over may not be appointed as a director or as a representative director of a corporate entity for the first time. The number of directors and permanent representatives above the age of 68 may not be more than one third of the total number of directors in office.. The terms of office of directors come to an end at the close of the Ordinary General Meeting of members convened to vote upon the financial statements for the past financial year and held in the year during the course of which the mandates of the aforementioned directors expire. Directors may always be reelected and the mandate of permanent representatives may always be renewed. Crédit Coopératif is a cooperative whose members are corporate entities. The latter are grouped into federations or associations. Corporate entities standing for directors at the General Meeting are chosen from the largest federations or associations, which represent major business with the bank, with the aim of obtaining balanced representation of member movements. The directors therefore have an automatic duty to represent the needs of the movement that appointed them, although they should consider themselves as the representatives of all members and should act as such in the performance of their duties. 20

23 CHAIRMAN'S REPORT 1 - Organisation and preparation of the Board The Board of Directors has renewed the following mandates: at its meeting of 25 January 2011, the mandate of its Vice- Chairwoman, representative of CMGM, Mrs Martine Clément, for a term of 3 years at its meeting of 30 August 2011, the mandate of its Vice- Chairman, representative of UNAPEI, Mr Jean Gabain, for a term of 3 years. Gender equality on the Board of Directors At 31 December 2011, 4 of the 18 directors appointed by the General Members' Meeting were women and 14 were men, meaning that 22% of the directors were women. The composition of the Board of Directors complies with the provisions of the Frenchlaw of 27 January 2011 concerning "balanced gender representation on Boards of Directors and Supervisory Boards and gender equality in the workplace". Under this law, from the General Meeting in 2014, the Board must contain a minimum quota of 20% of each gender. The law sets out a gradual gender equality calendar, with the quota rising to 40% from 2017 onwards Employee-elected directors The Board of Directors includes four employee-elected directors. At least one of these is a senior executive representative. The employee-elected directors are elected for a term of 3 years, which can be renewed. Elections were held for employee-elected directors on 22 March 2011, with the following results: Françoise Girma-Romeyer and Fabienne Roy were elected for the Technicians and Bank Business Lines college Yaël Zlotowski and jean-denis Nguyen Trong were elected for the Senior Executives college Non-voting directors Pursuant to Article 25 of the Crédit Coopératif Articles of Association, an unlimited number of non-voting directors may be appointed by the General Meeting or by the Board of Directors, subject to ratification by the subsequent General Meeting. The non-voting directors may be chosen from the membership or beyond. They are appointed for a maximum term of 6 years, coming to an end at the close of the Ordinary General Meeting of members convened to vote upon the financial statements for the past financial year and held in the year during the course of which their mandates expire. The nonvoting directors may always be re-elected. The non-voting directors attend meetings of the Board of Directors in a consultative capacity. The Board of Directors may remunerate the non-voting directors by making a payment from the directors fees allocatedby the General Meeting to its members. At 31 December 2011, the number of non-voting directors was 7, comprising 6 corporate entities and 1 individual, representing holders of "C" chares. At the Ordinary General Meeting of 10 March 2011, the mandate of the non-voting director from Société financière de la Nef and the mandate of the non-voting director from the Fédération Française des Coopératives et Groupements d Artisans (FFCGA French trade association of self-employed and small-business cooperatives and groups) were renewed for a term of 6 years Director independence The concept of "independent directors" is now one of the cornerstones of public listed company governance rules. According to the Afep/Medef code, a director may be said to be "independent" if he/she has no relationship whatsoever with the company, its group or its management, that may affect his/her judgement. The corporate governance principles that apply to cooperative companies, however, are radically different. At the core of these cooperative companies lies a central body its membership. Crédit Coopératif's membership which mainly consists of corporate entity customers represented by the head of their network helps to set the bank's strategy and plays a major role in the Group's cooperative life. Furthermore, the Afep/Medef and AMF recommendations concerning the "independence" of directors, and limits on the number of such directors, do not strictly apply to Crédit Coopératif. The Board of Directors of Crédit Coopératif defends this position on the following bases: the dual position of the member as both shareholder and customer of the bank is one of the founding principles of cooperative banking its composition must reflect, with as harmonious a distribution as possible, the composition ofcréditcoo pératif's membership provisions to protect against conflicts of interests are in place, insofar as the bank's internal regulations state that all members of the Board of Directors have the duty to declare any (even potential) conflict of interest that might affect them and to abstain from voting in such a situation 21