Banco do Brasil 2002 Annual and Social Reponsability Report

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1 Banco do Brasil 2002 Annual and Social Reponsability Report

2 Net Income % 22.6 Highlights R$ million 2,028 Income (R$ Million) Gross Profit from Financial Intermediation 3,734 1,164 4,681 4,869 8,071 Service Fees 2,785 2,803 3,189 3,760 4, ,082 Personnel Expenses (5,119) (5,036) (5,623) (5,575) (5,548) Other Administrative Expenses (2,502) (2,573) (2,882) (3,586) (4,097) Other Operating Income Items (2,355) 3,922 1,810 1, Operating Income 1, ,176 1,370 3,190 Non-Operating Income (32) (47) Income Before Taxes 1, ,316 1,449 3,361 Return on Equity R$ million 129, , , , ,595 Income And Social Contribution Taxes (289) 662 (282) (301) (1,188) Statutory Profit Sharing (61) (52) (60) (66) (145) Net Income ,082 2,028 Assets (R$ Millions) Total Assets 129, , , , , Stockholders Equity 6,630 7,271 7,965 8,747 9,197 Loans a 28,544 29,006 35,917 40,225 51,470 Deposits 61,039 72,214 69,070 73,436 97,253 Asset Management 29,653 33,527 47,967 61,438 66,153 Total Loans R$ million 62,900 Shares 45,392 45,853 47,520 49,894 Asset Value (R$/1,000) Net Income (R$/1,000) Profitability And Productivity Return On Net Equity % Coverage Ratio (%) b Coverage Ratio (%) c Internet Performance million Authorized Customers Transactions Other Indicators (Thousand) Customers 10,384 11,106 12,697 13,844 15,391 Service Locations ATM s Credit Cards 1,611 1,862 3,252 3,829 4, Debit Cards 8,414 10,473 12,764 14,743 14,951 Number Of Employees a Net of Provision for Doubtful Loans. Including Leasing. b Administrative Expenses over Operating Income c Revenue from Service Fees over Personnel Expenses

3 Market Indicators First in Asset Management: R$ 66.2 billion. Leader in Total Deposits: R$ 97.2 billion. First in Internet: 4.8 million authorized customers. Leader in International Trade and Foreign Exchange: 23.1% of the market. Largest Distribution Network in Brazil: 9,355 points of service. Leader in Total Loans: R$ 62.9 billion. First in Assets: R$ billion. Leader in Credit Cards: R$ 13.5 billion in revenues. Largest Customer Base: 15.4 million customers. Ratings Rating Global Classification Fitch International Short-term B International Long-term B Individual D/E Support 4T Standard & Poor s Long-Term - Local Currency BB Long-Term - Foreign Currency B+ Moody s Long-Term Local Currency A3 Short-Term Local Currency P-2 Long-Term Debt Ba3 Long-Term Deposits B3 Short-Term NP Financial Strength E+ Domestic Rating Atlantic Rating Domestic Rating Fitch Domestic Short-Term Domestic Long-Term Moody s Long-Term Short-Term Classification AAA F1+(bra) AA-(bra) Aaa.br BR-1

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5 Contents Message to the Stockholders 4 Mission 7 Profile 8 BB Conglomerate 10 Corporate Governance and Investor Relations 12 Organizational Structure 17 Risk Management 18 Financial and Business Performance 21 Basel Ratio 24 Net Income and Profi tabilty 24 Capital Markets 25 Retail 25 Wholesale 28 International 34 Agribusiness 36 Government 38 Asset Management 39 Distribution 40 Technology 44 Ibase 46 People 47 Education and Work 51 Volunteerism 53 Sports 54 Culture 56 The Banco do Brasil Foundation 57 Institutional Recognition 60 Perspectives 62 Corporate Information 63 Glossary 64 Every dream is born young. Until a day it becomes happiness. Which is expressed in motions, smiles, hugs or jumps of joy. Sharing this moments is identify yourself with customers conquers. That s how everyday BB feels the accomplishment of its work: in a simple motion. Annual Report Banco do Brasil

6 Message to the Stockholders Message from the President The positive advances of Banco do Brasil in recent years cannot be refuted. BB has structured itself using business pillars, focused on the segments that it serves. Also, it balanced its function as a Government agent with those of a competitive banking institution, generating increasing returns for its stockholders. The Bank s previous management and its employees deserve all of the recognition for the results obtained. This development allows us to broaden and augment challenges and opportunities. The Bank s current management intends to defi ne business strategies that will focus on the medium- and long-term and will include affi liated companies of the Conglomerate. We will sponsor management mechanisms that align our professionals with complete and well rounded customer service, taking individual needs into consideration. Another challenge will be the improvement of our market share in the banking industry. This will require the increase of our customer base and of the quality and effi ciency of services provided. To accomplish this, Banco do Brasil will always work to enhance customer service systems, using segmentation criteria to offer adequate services to each specifi c group and investing in modernization of our IT resources. The banking sector is highly competitive and we must continue to strengthen the fi nancial position of Banco do Brasil so that it can fulfill its vocation as an agent of development for Brazil. Accordingly, we will promote economic growth as an agent for implementation of public policies without affecting the capacity to generate profi ts aligned with market parameters. We will also implement business practices that respect the rights of minority stockholders. 4 Annual Report Banco do Brasil 2002

7 The three business pillars - retail, wholesale, and public sector - will contribute to refi ne our customer focus through our emphasis on products and services that add value. Entrepreneurial spirit, creativity, and competence will always have our support. We will work to consolidate support mechanisms for small and medium-sized companies, as well as to promote exports and contribute to the strengthening of competitiveness of companies that operate in Brazil while striving to move ahead in global markets. As the primary partner of Brazilian agribusiness, we will continue to strengthen farm lending acting as agent for programs designed to expand family agriculture. This path will be pursued following the best corporate governance policies. A strong country requires for strong institutions, which are ethically organized with clear strategies that bring about signifi cant positive results for their stockholders and society. The support of the Federal Government, the confi dence demonstrated by our stockholders, and the dedication of employees reinforces the certainty that 2003 will once again be a year of growing business and of BB s expansion over the banking industry by further improving the quality of customer service, effi ciency, and control of costs, and emphasizing products and services that meet the specifi c needs of our customers. In so doing, the Banco do Brasil will contribute signifi cantly to the improvement of the fi nancial and social welfare of Brazilian society. Cássio Casseb Lima President of Banco do Brasil Annual Report Banco do Brasil

8 Message from the Board of Directors Banco do Brasil s restructuring process continued in Significant changes were implemented in relation to the quality of technology, its development, and the improvement of procedures. The implementation of the program to Strengthen Federal Financial Institutions in 2001 permitted the Bank to present a more solid asset structure, as well as demonstrate operational effi ciency with balanced results that are both solid and dynamic. During a year of turbulence and opportunities, BB was able to obtain net income of R$ 2,028 million - the largest in recent history. This amount represents an average return on stockholders equity of 22.6% and income per thousand shares of R$ Stockholders equity totaled R$ 9,197 million and the Basel ratio reached 12.2%. This performance resulted in the distribution of dividends in the amount of R$ million, 118.4% higher than in Common shares (ON) were quoted at R$ 9.42 per thousand-share lot at the close of trading on the last day of the year, falling 1.4% in the year compared to 17% for the Ibovespa index. In addition to business information for the year, the annual report for 2002 presents elements related to social responsibility throughout the text. In the report, we have attempted to display Banco do Brasil as an important agent of development for the economic and social advancement of Brazil, a role which it is qualified to assume due to its position as the largest retail bank in Brazil with the largest branch and ATM network in Latin America, leader in total assets, funds under management, total loans, and international trade finance. Accordingly, we are fully justified in stating that these achievements flow from the confidence of our stockholders and the decisive cooperation of our professionals, both of which deserve our sincere recognition. Board of Directors 6 Annual Report Banco do Brasil 2002

9 Mission Our mission is to be the solution in services and financial intermediation, to meet the expectations of our customers and stockholders, to strengthen the commitment between employees and the institution, and to be useful to society. Annual Report Banco do Brasil

10 8 Annual Report Banco do Brasil 2002 Profile

11 The majority stockholder of the Banco do Brasil is the Brazilian Government. The Bank acts as an instrument of economic and social policy, while maintaining profitability and meeting the expectations of minority stockholders and respecting theirs rights. The Bank is the only federal financial institution in Brazil that has these characteristics. From both the Government s standpoint, as well as customers and other stockholders, this situation provides BB with its differentiated capabilities. Throughout its one hundred ninety-four year existence, BB has developed an identity, knowledge, and specialization that differentiate the Bank in relation to its capacity to serve all segments of financial markets allowing it to provide products, services, and business solutions without disregarding its catalytic role in relation to programs, projects, and initiatives that reaffi rm the most deep routed values of Brazilian society. Currently organized as Multiple Bank, BB s shares have been traded on a stock exchange since The Brazilian National Treasury holds 72% of the Bank s capital, followed by Previ - pension fund of BB s employees - with 14%, and BNDESPar - investment arm of BNDES (National Bank for Economic and Social Development) - which holds 6% of the shares. The remaining 8% are widely held. Eleven companies currently make up the Banco do Brasil Conglomerate, allowing it to operate in various areas. BB s investment bank - BB BI - has holdings in various other affiliated companies in which it holds ten percent or more of the capital. Only those investments that develop or provide products and services which complement BB s portfolio or which are marketed through the distribution network are considered strategic investments. Annual Report Banco do Brasil

12 The Banco do Brasil Conglomerate Banco do Brasil (Multiple Bank) Wholy Owned Subsidiaries Cobra BB Leasing BB Cards Brasilian American Merchant Banks BB Insurance Broker BB Investment Bank BB AG.Viena BB DTVM Asset Management BB Leasing Co. Ltd. BB Turism BB Securities Affiliates Companies Maxblue Aliança Brasil Brasilcap Brasilprev Brasilsaúde Brasilseg Cibrasec SBCE Brasilveículos 10 Annual Report Banco do Brasil 2002

13 Development of partnerships with a new customer service structure. Banco do Brasil has a solid customer base that comprises 15.4 million customers, a loan portfolio that has been fully restructured, and firm and active control over administrative costs, which added to the significant increase in revenue from service fees were decisive for growth in profitability. The increase in business related actions that occurred after 1995 and the introduction of a new organizational architecture for the customer network in 2001, supported by three business pillars - Wholesale, Retail, and Government - were equally important in the pursuit of better returns, because of the refi nement of customer focus, emphasizing segmentation and differentiated customer service. The Wholesale Pillar focuses on businesses - medium and large-sized companies and corporations - currently is supervised by four Commercial Directorates which are responsible for sixteen corporate branches and fifty-four business branches that employ 2,350 individuals. The Retail Pillar serves individuals and small business through 9,355 service points. The number of specialized relationship managers assigned to small business (MPE) was substantially increased resulting in an improvement in MPE customer satisfaction, which according to Larc Marketing Research rose from 69% in 2001 to 75% in The Government Pillar is specialized in Federal, State, and Municipal Government, including the executive, legislative, and judicial spheres. It has thirty-eight branches and approximately eight hundred employees. Also an important part of the organizational architecture, the asset management area - BBDTVM - has been strengthened by the its independence, resulting in greater agility and competitiveness, as well as an increase in assets under management and continued market leadership, which currently represents a 17% share of the market. As a result of the customer structure described above, the Bank was able to reinforce its alignment with the customer, regardless of his size or business. Consequently, a new profitability standard was established in 2002, while BB continued to lead the market in total assets, deposits, foreign exchange for businesses, asset management, Internet based services, loans, and retail banking. Annual Report Banco do Brasil

14 Corporate Governance A basic governance rule for a Government controlled Institution involves the necessity of the majority stockholder to recognize, quantify, and reimburse the costs of implementing government policies, which assures that the state-owned institution can be used as an instrument of economic and social policy, while simultaneously preserving profitability and meeting the expectations of minority stockholders. 12 Annual Report Banco do Brasil 2002

15 Transactions entered into following Government guidelines to promote development do not result in losses for the Bank and are only booked when justified by technical criteria for evaluating credit risk. Accordingly, this is why the farm credit portfolio, responsible for such heavy losses in the past, has shown a delinquency ratio of under 2% in recent years. In addition, Government programs that grant credit to borrowers which present a higher than average credit risk have been backed by guarantees provided by the Federal Government. General business guidelines for the Institution are the responsibility of the Board of Directors which has seven members, three of which are appointed by minority stockholders. None of the board members owns a significant holding in the Bank. Moreover, only the Vice President of the Board holds the executive position of Bank President. Decisions related to corporate policies, strategies, business plans, strategic plans, or the budget must always be approved by at least five board members. The Board of Directors met sixteen times in 2002, including twelve ordinary and four extraordinary meetings. Board of Directors Stockholder represented Minister of the Treasury Paolo Enrico Maria Zaghen Bernard Appy Minister of the Treasury Eduardo Augusto de Almeida Cássio Casseb Lima Guimarães Minister of the Treasury Rubens Sardenberg Joaquim Vieira Ferreira Levy Minister for Planning, Budget, and Management Hélio Martins Tollini José Carlos Rocha Miranda Minority stockholders Unoccupied Carlos Augusto Vidotto Minority stockholders Francisco Augusto da Costa e Silva Francisco Augusto da Costa e Silva Minority stockholders João Carlos Ferraz João Carlos Ferraz The Board of Directors counts on the assistance of the Audit Committee to fulfill its duties in relation to internal audits and supervision. The Tax Committee is another permanent control mechanism which is made up of fi ve members, three of which are appointed by minority stockholders. This committee normally meets monthly. However, extraordinary meetings can be held whenever requested by one of its members or the Bank s management. Annual Report Banco do Brasil

16 Tax Committee Stockholder represented National Treasury Minister of the Treasury Minority stockholders Minority stockholders Minority stockholders Committee Member Marcus Pereira Aucélio Arideu Galdino da Silva Raymundo Artemio Bertholini Petronio Fernandes Gonçalves Júnior Vicente de Paulo Barros Pegoraro Additionally, as a Government controlled Institution, Banco do Brasil is subject to supervision by Federal Auditors (Tribunal de Contas da União). Management is exercised by the executive directors who form a management board comprised of the president, seven vice presidents, and sixteen statutory directors. The management structure also includes an Internal Audit Area, an Internal Control Unit - responsible for assuring compliance of transactions and business of the Bank with legal provisions and internal regulations and policies - and BB s Independent Auditors - PricewaterhouseCoopers Auditores Independentes. As required by the Central Bank of Brazil, the Bank s independent auditors are substituted every four years. The rights of minority stockholders were augmented as a result of the amending of the by-laws, which also increased transparency as a general business practice. This measure was adopted to meet requirements for inclusion in the Bovespa s New Market and subsequent inclusion in Bovespa s index for shares with differentiated corporate governance. To accomplish this, stockholders approved the conversion of all preferred shares into common shares at an Extraordinary Stockholders meeting held on June 7. The conversion was processed using the ratio of 1.1 (one and one tenth) common shares for each preferred share. In order to reimburse 1,002 dissident stockholders of the conversion process, BB acquired preferred shares, representing 1.44% of its capital, that were converted into 11,258 million of common shares retained in Treasury. The amount paid for the reimbursement was R$ million, considering book value of R$ as of December 31, Annual Report Banco do Brasil 2002

17 (As of December 31, 2002) Brazilian National Treasury 71.8 Previ 13.8 BNDESPar 5.8 Treasury Stocks 1.5 Individuals 4.7 Other Companies 1.0 Other Pension Funds 0.5 Foreign Capital 0.9 Total Shareholders A public offering was structured to offer 17.8% of the shares of the Bank and achieve the minimum of 25% required under New Market rules for minimum dispersion of ownership in the market. Despite the success obtained in relation to retail subscriptions, which exceeded R$ 1.2 billion, the institutional offering did not achieve the minimum volume necessary at an adequate price. As a consequence, the National Monetary Council decided to cancel the secondary offering of the Bank s common shares on December 16, The Code of Ethics and Professional Conduct introduced in 2000 deals with the relationship of the Bank s professionals with the various segments of society. The Code has been sent to all employees and is also available on the Bank s internet and Investor Relation s page on the World Wide Web (www.bb.com.br). The Bank also uses a system for self-regulation through which it regulates the disclosure of significant information and trading in Bank issued securities by management and employees with access to privileged information. As required under Brazilian Securities Commission (CVM) Instruction 358/2002, BB s Board of Directors approved guidelines for disclosure of significant facts or events and trading in the Bank s securities in June. Annual Report Banco do Brasil

18 Transparency in relation to Investor Market The Investor Relations area produces a quarterly Performance Analysis Report which explains the primary factors that contributed to results in the period and analyzes the development of the main businesses of the Bank. BB held a meeting in São Paulo with the Brazilian Association of Capital Market Analysts (Abamec) which included the participation of the Vice President for Control and Investor Relations. Moreover, it has received the Prêmio Ouro award for eight consecutive years from the regional association. The Bank was also involved in three road-shows, four teleconferences on quarterly performance, forty-four meetings with analysts and investors, eight due diligences with rating agencies, one hundred seventeen consultations with analysts, and eighty-two consultations which supplied information through individual meetings or over the telephone. The Investor Relations area divulges its quarterly reports, press releases relating to results, significant facts or events, institutional presentations, and other significant information on its site which can be reached through the BB Portal (www.bb.com.br). Social Responsibility In order to integrate and provide guidelines with respect to relations with stockholders, investors, employees, government, customers, service providers, suppliers, partners, the community, and the environment, the Bank implemented its management model for social responsibility in A diagnosis of BB s participation in the market reveals initiatives and projects that were grouped in one of four areas: Governance, Business Negotiations, Social Welfare, and the Environment. Governance relates to monitoring of business management and includes parameters such as transparency, accountability, and relationships with stockholders and employees, interns, and service providers. It also includes environmental issues related to consumption and purchases of the Bank. Business includes all processes related to negotiations with customers, partners, and suppliers of inputs and takes the market environment into consideration. Issues related to environmental and social impacts, as well as compliance with good habits for conservation are considered when developing solutions for products and services of the Bank. More broadly, social and environmental factors involve sustainable development at the Bank in areas other than its main business, especially those related to government and society. 16 Annual Report Banco do Brasil 2002

19 Organizational Structure General Shareholders Meeting Fiscal Council Board of Directors President Internal Audit Vice-President International and Commercial Businesses Vice-President Retail, Services and Distribution Vice-president Agribusiness and Gov. Affairs Vice-president Controlling and Investor Relations Vice-president Technology and Infrastructure Vice-president Credit and Risk Management Vice-president Human Resources Commercial International Distribution Retail Government Agribusiness Finance Capital Markets and Investments Infrastructure Technology Controlling Credit Accounting Risk Management Credit Recovery Human Resources Employee Relations and Social-Environment Responsibility Marketing Legal Strategy and Organization Executive Secretariat Audit Internal Controls Micro and Smallsized Businesses Management Investor Relations Information Technology Software Development Directors General Managers Manager Annual Report Banco do Brasil

20 Risk Management Risk management applies a consolidated viewpoint of the different risk categories - Market/Liquidity, Credit, and Operating - as set forth in the fi gure presented below: Bank Risk Management Creation of Value Risk Grouping Portfolio Management Capital Allocation Classification and Quantification of Risk Market and Liquidity Risk Credit Risk Operating Risk Within this context, the definition of strategy for risk management, risk limits, adequate levels of liquidity, and contingency plans are the responsibility of the Global Risk Committee. This committee includes a Managing Board (President and Vice- Presidents), Directors, and executives from various other areas. It is responsible for deciding issues related to risk management at the Bank and its fully-owned subsidiaries. This committee met forty-one times in Market/Liquidity Risk: On July 8, 2002, the Board of Directors approved the review of policies for market and liquidity risk, as well as the creation of policies for fi nancial derivatives. Policies for use of derivatives establish conditions, methods of management, and controls to be used when transactions involving these instruments are entered into. Management of market and liquidity risks has contributed to the definition of various strategies of the Bank. We point out the adaptation process for rules related to the marking to market of securities and derivatives, the definition of a limit for a capital adequacy ratio related to market risk, and improvement of the process for liquidity management, which assisted with the implementation of the Brazilian Payment System in April 2002 and the preparation of the Bank s budget for Annual Report Banco do Brasil 2002

21 Capital requirement/var R$ million Fixed rate interest 12/31/01 12/31/02 Maximum (*) Average (*) Minimum (*) Capital requirements VaR (*) Jan/2002 to Dec/2002. VaR in thousands Trading 12/31/01 12/31/02 Maximum (*) Average (*) Minimum (*) Domestic (R$) International (US$) , (*) Jan/2002 to Dec/2002. Credit Risk: The Credit Risk Commission has approved new methodologies for analysis of customer risk and setting of credit limits for macro-segments of the economy. Various actions are being implemented: the development of a model for pricing and RAROC Required return on risk adjusted capital, and risk portfolio (segments, sectors, regions). The consolidation of the Credit Portfolio Quality Index (IQC), a management mechanism used by all areas that participate in the Credit Process, is intended to strengthen the culture for use of tools for credit risk measurement. Operating Risk: The Model for Management of Operating Risk is divided into two modules: Qualitative and Quantitative. The Qualitative module, implemented in 2002 includes control, review and improvement of processes tools. Based on this instruments, of the total of 426 control factors classified as high risk, 35 were identified as critical factors related to operating risk. In addition, 29 of these factors were revised and refi ned through the use of selfevaluation methodology for risks and controls. The self-evaluation methodology for risks and controls was simultaneously used for processes analyzed for inclusion in the Operating Risk Rating. Applied to the branches, the self-evaluation methodology for risks and controls pointed out One hundred sixty-seven branches classified as unsatisfactory or critical in March As of November 2002, only 56 branches continued to be classifi ed in these categories. Annual Report Banco do Brasil

22 The Quantitative module will respond for the quantification of operational losses, capital allocation and statistics-managerial maps. Banco do Brasil is engaging consultants to develop and implement the quantitative module. In order to reinforce the values related to management of operating risks and internal controls within the organizational culture, over 64 thousand employees received training using the World Wide Web in The course Under Control? includes a theoretical stage which focuses on the necessity and adequacy of controls and an interactive stage that presents case studies involving problem situations faced by employees in their day to day activities. Post-graduate level training (MBA in Internal Controls) for employees responsible for controls was also developed in partnership with the School of Economics, Business Administration, and Accounting of the University of São Paulo (FEA/USP). The program covers subjects related to risk management and compliance. Social Responsibility At Banco do Brasil, the issue of environmental impact is considered from the analysis of risk to the approval of credit limits for customers. Environmental risk is considered from the point of view of credit risk as well risks to the image of the Bank. The Conglomerate s credit policies specifically state that the Bank does not enter into credit transactions with customers responsible for willful damage to the environment. When evaluating investment projects, the Bank requires that environmental licenses be presented when the activities being analyzed require specific approval from the respective authorities. In the case of fi nancing of activities involving the marketing of fi sh, wood, rubber, and other extractive products, internal rules are even more stringent: For example, the Bank does not finance lumber mills that use logs taken from natural forests. In the case of farming and animal husbandry activities, some situations require that an opinion with respect to possible environmental impacts be obtained from a professional (Agronomist or Veterinarian) of the Bank. The Bank has also attempted to strengthen its relationships with the agencies responsible for environmental policies, such as Conama - Conselho Nacional do Meio Ambiente, Ibama - Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, and Agência Nacional de Águas, in order to establish partnerships and align policies, thus facilitating presentation of any required licenses by customers and guaranteeing the preservation of natural resources in activities fi nanced by the Bank. The Bank also held a Seminar called Banking and the Environment in order to discuss the social responsibility of fi nancial institutions; 120 individuals between executives, technicals, academics and government and non-government organisms representatives participated. 20 Annual Report Banco do Brasil 2002

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