Crédit Coopératif Group Annual Report 2009 / Reference Document 2009

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1 REFERENCE DOCUMENT 2009

2 REFERENCE DOCUMENT 2009

3 The current annual report was submitted to the Autorité des marchés financiers (financial markets authority) on 9 April 2010 in compliance with article of the Autorité des marchés financiers Règlement général (general regulations). It may be used to support a financial operation provided that it is complemented by a prospectus approved by the Autorité des marchés financiers. Copies of the present annual report are available free of charge from Crédit Coopératif, at the temporary head office: 72 avenue de la Liberté, Nanterre, its website (www.credit-cooperatif.coop/ le-groupe-credit-cooperatif/informationsfinancieres/informationsreglementees/) or from the AMF website (www.amf-france.org).

4 Crédit Coopératif Group Annual Report 2009 / Reference Document 2009 Chairman s address p. 6 General Manager s address p. 7 Crédit Coopératif Group p. 8 Crédit Coopératif Group Organisation p. 10 Crédit Coopératif within Groupe BPCE p. 12 Organisation of cooperative life p. 13 Crédit Coopératif Group Governance at 31 December 2009 p. 14 Key figures at 31 December 2009 p. 18 A Chairman s report on the proceedings of the Board of Directors and internal control procedures General introduction p How the proceedings of the Board of Directors are prepared and organised p Composition of the Board of Directors p Role and operation of the Board of Directors p How the proceedings of the Board of Directors are prepared p Powers of the company s executive officers p Principles and rules used to determine the remuneration of the company s executive officers and professional investors p Conseil national du Crédit Coopératif (CNCC - Crédit Coopératif National Council) p Internal Control procedure p General organisation p Risk monitoring and control p Organisation of the internal control procedures relating to accounting and financial information p Statutory auditors report on the chairman s report p. 36 B Crédit Coopératif Group Management Report Activity p Economic and financial environment p Our market segments p Business activities at the service of the real economy p Social and environmental responsibility p A cooperative and partner bank p Social finance and microfinance p Human resources p Environmental impacts of the activity p Fondation Crédit Coopératif p Group architecture p Legal status p Subsidiaries p Non-subsidiary associated institutions p Partnership shareholdings p Board of Directors and General Management p Remits and functions at 31 December 2009 p Remuneration and benefits paid during the year p Proposed renewals p Company and consolidated financial statements 2009 p Financial reporting framework used p Consolidated financial statements 2009 p Company financial statements 2009 p Risk exposure and risk management p Distribution and appropriation of earnings p Prospects for 2010 p Press release 12 March 2010 p. 97 C Crédit Coopératif Group financial statements 1. Crédit Coopératif Group financial statements p Crédit Coopératif company financial statements p Statutory auditors reports p. 188 Draft resolutions p. 194 Consistency table p. 197 Certification by the person responsible for the report p

5 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 Chairman s address I consider it to be both an honour and a source of duty to have been appointed Chairman by the Board of Directors on 28 May The first mission given to me by the Board is to be the guarantor of Crédit Coopératif Group s consistency, solidity and growth. Jean-Louis Bancel I have been acquainted with the Group since 1999, when I joined the Board as the representative of a members movement and from 2005 I was Vice chairman. I would personally, and especially, like to thank my predecessor, Jean-Claude Detilleux, who, during his 27 years as an executive officer has developed Crédit Coopératif in every sense of the word. Jean-Claude Detilleux continues in his commitment to Crédit Coopératif as Vice chairman for the promotion of cooperative values. I am setting myself the task of being an active chairman, of putting my energy, my experience, my ideas and my convictions at the service of the collective project which is Crédit Coopératif and the Group which encompasses its subsidiaries and associates. This project is being welcomed by a veritable wave of confidence and we are winning so many customers that there are issues about the speed at which we are processing them, a problem that we are acting to remedy. The crisis that we are experiencing increases the need for the fairness and solidarity that are so deeply rooted in our cooperative philosophy. We must be careful: we are not the only ones that recognise this and there is increasing competition in our fundamentals. We have to evolve, turn our ideas into actions more quickly, strengthen the crosscompany team work, create synergies and reduce overlaps. Our corporate project Coopéraction 2015 has taken account of these concerns and with our medium-term plan we are making progress towards achieving the objectives that we, with our members and partners, have set ourselves. The year has been notable for the creation of BPCE which is the successor to the Banque Fédérale des Banques Populaires as the central body for Crédit Coopératif and Groupe BPCE which brings together the Banques Populaires and the Caisses d Épargne. We welcome the fact that its cooperative nature, to which we are so attached, has been retained. Parliament has ruled that the Banques Populaires and the Caisses d Épargne must hold the majority of the capital and that the majority of the seats on the Supervisory Board are held by the chairmen of the parent companies, who represent their members. As for Crédit Coopératif, which holds 1% of BPCE capital, the legal basis of its independence is maintained via the transfer, in its entirety, to BPCE of the 18 November 2002 agreement that was signed with the Banques Populaires. Crédit Coopératif was right to cultivate its originality and its difference: we can see the effects in terms of influence and activity. It will continue down this path, with and for the members, by giving itself the resources it needs which range from staff skills to a production IT that is adapted to the specific nature of its market segments and the relationship it has with them, by a decentralisation from Head office to the regional offices and the branches and by a revamped organisation of Head office departments. Our approach derives from the idea that we are a bankers bank : historically we have refused to have adhere to a supply policy. Instead, we have always been committed to responding to the demand and to producing joint solutions. Crédit Coopératif s ambition is to provide increasingly useful services to enhance its member- customers and staff s joint and individual powers of action. In addition, we will continue to ensure that the customer is served by a human chain of bankers. There is only one Crédit Coopératif but each market segment must have its own Crédit Coopératif. Jean-Louis Bancel Chairman of Crédit Coopératif 6

6 General Manager s address 2009 was not a run-of-the-mill year for our company. We experienced remarkable events like the launch of our Coopéraction 2015 corporate project, the move of 800 staff out of Head office and the installation of a new Chairman. All of this took place against a background of a major economic crisis that weighed heavily on some of our market segments, especially SMEs and building and civil engineering companies. Philippe Jewtoukoff However, we have succeeded in pursuing our development on extremely dynamic bases: we are attracting new customers and new partners whilst simultaneously working increasingly with our historic partners. Whilst we didn t break our records for lending, our total loans have grown by 13%, 4 times greater than the commitment that the banking community made to Government. The growth in customer numbers (+ 8.3%) continued apace, both for personal customers (+ 9.1%) and for corporate customers (+ 6%). In consequence, the subscription of members shares, necessary to our equity capital and therefore to our ability to pursue our lending activity, was strengthened. This remarkable success originates from the strong commitment of the staff in the network and at head office. And also, without doubt, from our customers confidence. This development confirms our fundamental choice: growth that is rooted in our difference. Difference, Growth, Performance, it s the 3rd objective of our 2009 corporate project which did not come fully up to the mark for the year, with the rise in credit risks and expenses related to our development: we have invested massively in our staff, their training, our property and our tools. Consequently, the level of our earnings suffered and is struggling to satisfy the various returns expected by our members; whilst individual returns are of course provided via the interest on the members shares, the collective return which feeds our indivisible reserves did not entirely meet our expectations. This equity capital is however necessary if we are to pursue our development whilst lowering our prices to the greater benefit of our members. This pressure on our earnings does not call into question our resolve to develop: on the contrary, 2009 has shown that our positioning and our partnerships have been antidotes to the general stagnation. Let us therefore be confident and determined because not only are we more attractive at a time when the relationship between banks and their market segments is being called into question but also because we must continue with our investments: our IT master plan to modernise our tools, our branch network and staff training for both our younger and our more established staff to reflect our changing business lines. Development is, and will remain, our daily task. Our Medium-Term Plan up to 2012 is the first stage in our corporate project, Coopéraction 2015, which is our operational reference. We are aware that 2010 will still not be an easy year for many of our customers. We shall support them to the best of our ability, in collaboration with their movements, in this, our characteristic three-way relationship which roots us in our philosophy of partnership, stability and sustainability. Philippe Jewtoukoff General Manager of Crédit Coopératif 7

7 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 Crédit Coopératif Group The creation of Crédit Coopératif and its component movements, Crédit Coopératif Group is the overarching group for the subsidiaries and banking and financial establishments whose financial solidarity it organises. Led by Crédit Coopératif, the Group provides its chosen market segments and their organised movements with the means to build efficient shared solutions and apply them in a triangular relationship. Its ambition is to provide increasingly useful services to enhance its members and customers powers of action. To achieve this aim, it takes a quantitative and qualitative approach to its social responsibility. It is a cooperative bank and one of the parent companies within Groupe BPCE. HISTORY The origins of Crédit Coopératif go back to the late 19 th century, when cooperators set up their own bank. Since then, it has regularly developed its activities, market segments and network, while remaining true to its initial vocation. Crédit Coopératif as it now exists results from the 2003 merger of the Crédit Coopératif bank, the successor to the cooperative bank set up by workers production associations in 1893, and the Caisse Centrale de Crédit Coopératif, set up in 1938 to finance investments by producer and consumer cooperatives. These establishments set up links in 1970 to form a complete banking group with a national network that meets all of the banking requirements of their members, most of whom are corporate entities. The Group has also seen development through external acquisitions, taking over the activities of GMF Banque (1994), BTP Banque (1996), Banque Pommier Finindus, Banque du Dôme and Banque de l Entreprise (1998). In 2003, Crédit Coopératif entered Groupe Banque Populaire, assuming the status of a société anonyme coopérative de Banque Populaire à capital variable [cooperative variable capital popular bank with limited public liability], with an agreement that guarantees its management independence, its identity and its brand. This agreement has been transferred to BPCE, the central body produced in 2009 by the merger of the central bodies of the Caisses d Épargne and the Banques Populaires. Within the terms of the Code monétaire et financier [monetary and finance code], BPCE is Crédit Coopératif s central body: It ensures its liquidity and solvency; Crédit Coopératif shares its rating. A GROUP WITH A HUMAN FACE Crédit Coopératif Group is organised around a cooperative bank, Crédit Coopératif. It is made up of two national banking networks, Crédit Coopératif and BTP Banque, a subsidiary dedicated to businesses and institutions in the building and civil engineering trades, and companies specialised by business line, such as the Ecofi Investissements asset management company and Batilease for financial leasing. The Group also includes several institutions referred to as associates. They are financial tools managed and sometimes even set up with customer movements. Crédit Coopératif ensures their liquidity and solvency, within the framework of an association contract. The Group therefore has a hundred or so Crédit Coopératif and BTP Banque branches located throughout Metropolitan France, often housed together in a single sales outlet, plus an online branch dedicated to personal customers, minor associations, telephone and internet banking services. It combines the advantages of a group with a human face with the resources of Groupe BPCE to meet all of the banking operation needs of every customer, both in France and abroad. It is also a bank that has an affinity with all who wish to give a different meaning to their banking relationship. A COOPERATIVE BANK Crédit Coopératif is a cooperative bank owned by its customers. Its members, most of whom are corporate entities, hold 100% of the Assembly voting rights. They exercise those rights in accordance with the one person, one vote principle. Crédit Coopératif attaches considerable importance to putting its cooperative values into practice: consultative and decision-making bodies allow its members to take part in the life of their bank. The presence of movements and federations representing the members ensures their interests are taken into account in these bodies. A PARTNER BANK Crédit Coopératif maintains close links with its members, their movements and trade organisations, to set up triangular relationships such as those that can be seen in the existence of associate institutions. They are financial tools managed and sometimes even set up with customer movements. Crédit Coopératif ensures their liquidity and solvency, within the framework of an association contract. To widen the scope of its operations, Crédit Coopératif frequently relies on specialist partners, within Groupe BPCE (employee savings, leasing, factoring, development capital etc.), or elsewhere, for venture and development capital (Esfin-Ides Group, etc.), insurance (Azur GMF, Mutavie, etc.), or for development of the social economy (Caisse des Dépôts, Chèque Déjeuner Group etc.), to mention just a few examples. 8

8 SELECT MARKETS A bank for cooperatives, companies and their joint ventures Crédit Coopératif is the bank for many companies, cooperatives and their members, joint ventures between SMEs and SMIs, tradespeople, etc. They have a very wide range of activities in industry and services, the building trade, civil engineering, mass retailing, local shops, maritime activities, fair trade, renewable energy sources, social entrepreneurship etc. Many of the firms are part of the local economic structure, belong to networks, are sector-based and implement inter-cooperative partnerships with the support of Crédit Coopératif Group. Via their trade organisations and their movements, they set up partnerships with structures that are dedicated to them, especially financial establishments. Crédit Coopératif and BTP Banque alike use their knowledge and their immersion in business circles to provide suitable solutions. A bank for associations and organisations of public interest For almost 40 years, Crédit Coopératif has been a reference bank for organisations and services whose activities are in the public interest (SIGs in French). Associations large and small, mutual societies, social organisations managing housing, local public companies, even PLCs, their wide ranges of activities are essential for a balanced society: health, social actions, social and cooperative housing, education, integration, international solidarity, culture, environment, welfare, sport, denominational organisations, micro-credit, universities, research etc. Crédit Coopératif develops products and services based on its widely recognised expertise, supported by its close links with its members and their movements. A bank for particular personal customers Like all other banks, Crédit Coopératif provides a full range of banking services, investments and finance for personal customers. Managing their accounts, saving, investing, taking out loans, obtaining advice each client has all of the means necessary to maintain his or her banking relations, but with one difference: almost all the services are also accessible in socially responsible versions (current accounts, bank cards, savings accounts, UCITS etc.) By subscribing to reserved shares, personal customers can opt to provide Crédit Coopératif with extra resources to develop its activities. A COMMITTED BANK As an extension to the partnerships with its customer-members, Crédit Coopératif is committed to promoting their special characteristics and those of the social economy. The Fondation Crédit Coopératif is a major instrument in this long-term undertaking. For over 25 years, it has been introducing innovative actions, using increasing levels of resources. The Crédit Coopératif Group is also present in many organisations representing the social economy at regional, national and international levels. A bank for social finance Crédit Coopératif is a pioneer in social finance. A pioneer because, twenty-seven years ago, it launched the first shared investment scheme, Faim et Développement. A pioneer because it supported the creation of a network of savings and credit cooperatives in Mali 25 years ago. And once again a pioneer today, thanks to the breadth of its range and its ability to innovate, in France and elsewhere in Europe, in the following fields: - socially responsible savings and investment, for the benefit of organisations involved in social actions - promotion of and guarantees for social credit, to enable very small associations or disadvantaged individuals to gain access to credit - support for specialist actors, in the form of technical and financial backing, in particular via the European Federation of Ethical and Alternative Banks (FEBEA). Crédit Coopératif is putting its expertise at the service of actors in social finance and with them is designing the tools to ensure their growth and their long-term existence. An actor for sustainable development For Crédit Coopératif, sustainable development, with its three pillars social, economic and environmental is much more than a passing fad. It is by nature that it shares, with all the enterprises in the social economy, a responsible, long-term view of the economy, due to the fact that it cannot divide its reserves. It is not by chance that Crédit Coopératif is close to social entrepreneurs, that it is the number one bank for social integration concerns, that it is so strongly present alongside associations of disabled people or joint ventures among enterprises, and that it is a pioneer in social finance. Cooperative is an ambitious project built around economic and social solidarity, in which criteria other than maximum returns are taken into consideration: quality of service, public interest, added social value and general social responsibility. 9

9 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 Organisation of the Crédit Coopératif Group* MEMBERS CRÉDIT COOPÉRATIF SUBSIDIARIES PARTNER INSTITUTIONS MAIN HOLDINGS OF A PARTNERSHIP NATURE CRÉDIT COOPÉRATIF FOUNDATION BTP BANQUE ECOFI INVESTISSEMENTS BATI LEASE BTP Capital Conseil BTP Capital Investissement Inter-Coop Intercop Location TISE BANK Banque Edel FINANCIAL CREDIT COMPANIES Caisse Solidaire Société financière de la Nef Gedex Distribution SOCOREC DEVELOPMENT CAPITAL Banque Populaire Développement Croissance Nord-Pas-de-Calais Groupe Esfin-Ides IRD Nord-Pas-de-Calais Rhône Dauphiné Développement SOCODEN SOFINEI TRANSMEA FINANCIAL CREDIT GUARANTEE COMPANIES CMGM Nord Financement Sofigard Sofindi Sofirif Sofiscop Sofiscop Sud-Est Somudimec Somupaca PERSONAL SERVICES Chèque Domicile SOCIAL HOUSING FINANTOIT CONSULTING, INSURANCE AMOS ET COMPAGNIE CGI Bâtiment SOCIAL FINANCE SIFA SIDI SEFEA France Active Garantie SUSTAINABLE DEVELOPMENT Enercoop ASSET MANAGEMENT CAP WEST COGITAM * at 31/12/2009 EUROPE Eurecos SICOOP CoopEst The establishments shown in this simplified organisation chart are presented opposite and in the Group Architecture section on page

10 PRESENTATION OF THE COMPONENTS OF THE CRÉDIT COOPÉRATIF GROUP BPCE: Crédit Coopératif is a BPCE parent company. As a member of the popular bank network, BPCE is the central body within the meaning of the Code monétaire et financier. Subsidiaries BTP Banque: a bank for entrepreneurs and institutions in building and civil engineering. Ecofi Investissements: asset management company. BTP Capital Conseil: consultancy for transfers of building and civil engineering firms. BTP Capital-Investissement: development capital company for building and civil engineering firms. Inter-Coop: property finance leasing company. Intercop Location: hire company (ex-sicomi Coop). Bati Lease: property finance leasing company. TISE: development capital company for social enterprises in Poland. Associate institutions An associate institution is a credit institution for which Crédit Coopératif ensures the control, liquidity and solvency within an association contract. BANK Banque Edel: bank held and managed with the E. Leclerc movement. FINANCE LENDING 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 managed by groups of trade associations. FINANCIAL GUARANTEE COMPANIES C.M.G.M: mutual cooperative guarantee company, financial tool of industrial federations and professional associations. Nord Financement financial cooperative for SME/SMIs in the Nord Pas-de-Calais department. 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 a tool for the SCOP movement throughout France (except in the south-east). Sofiscop Sud-Est: financial cooperative company and a tool for the SCOP movement in south-east France. Somudimec: SMI mutual cooperative guarantee company, financial tool of industrial federations and trade associations in the Rhône-Alpes, Bourgogne, Auvergne and Franche-Comté regions. Somupaca: financial cooperative for SME/SMIs in the Provence- Alpes-Côte d Azur region. Main participations on a partnership basis 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 department. Groupe Esfin-Ides: development capital company for firms in the social economy and SME-SMIs in all sectors, set up by players in the social economy. IRD Nord - Pas-de-Calais: development capital company set up to support firms in the Nord-Pas-de-Calais department. Rhône Dauphiné Développement: development capital company with a local vocation. Socoden: financial cooperative company linked to the SCOP movement. Sofinei: finance cooperative for the development of firms in the integration sector (approved social enterprise). Transmea: development capital company specialising in staff buyouts. 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). CONSULTING, INSURANCE Amos et Compagnie: consulting and engineering firm for Code de la Mutualité [Mutual Code] companies. CGI Bâtiment: guarantee insurance company working closely with the FFB. SOCIAL FINANCE SiFa: France Active s social investment company providing employment support for people on integration programmes. Sidi: company specialised in providing financial and technical support for local financing structures outside France. SeFea: cooperative company promoting social finance in Europe. France Active Garantie: financial company providing guarantees as part of the work to create activities to combat exclusion. SUSTAINABLE DEVELOPMENT Enercoop: cooperative SIG supplying electricity from renewable energy sources (approved social enterprise). ASSET MANAGEMENT Cap West: management company specialised in managing international shares. Cogitam: management company specialised in alternative management. Europe Eurecos: property company set up to support growth in the Catalan social economy. Sicoop: Catalan risk capital company especially designed for cooperatives. CoopEst: financial tool dedicated to the financing of social enterprises in Eastern Europe. 11

11 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 Crédit Coopératif within Groupe BPCE Groupe BPCE 20 co-operative banks including Crédit Coopératif 50% 50% 17 Savings banks CCIs 20% BPCE CCI 20% Subsidiaries other networks and international Insurance subsidiaries 72% 28% Floating Natixis Co-operative bank holdings Savings bank holdings Crédit Coopératif is a cooperative bank that is owned by its 32,514 members (figure as at 31 December 2009). The latter are both partners and users and are entitled to attend its General Meetings. The Crédit Coopératif Group carries out its activity within the legislative and regulatory framework that is common to all cooperative banks. BPCE, acting as the central body described in the Code monétaire et financier, is answerable to the banking authorities for Crédit Coopératif compliance and ensures its liquidity and solvency and succeeds Banque Fédérale des Banques Populaires, which acted as the central body from Crédit Coopératif has a specific place and status within Groupe BPCE, enshrined in an agreement. The latter states in particular that Crédit Coopératif, its subsidiaries and the entities linked to it: 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 are considered as reference institutions within the Group for the social economy sector. Natixis, a listed company owned jointly by Banque Populaires and the Caisses d Epargne, has a 20% holding in the capital of Crédit Coopératif in the form of cooperative certificates of investment (CCI), securities without voting rights whose characteristics are set out in the French law n of 10 September 1947 that gave cooperation its legal status, as amended by law n of 17 June Crédit Coopératif is one of the parent companies of BPCE, with a 1% holding in the latter s capital. 12

12 Organisation of cooperative life MEMBERS 23 SECTION GENERAL MEETINGS ORDINARY GENERAL MEETING OF DELEGATES REPRESENTING THE MEMBERS BOARD OF DIRECTORS OF CRÉDIT COOPÉRATIF Cooperative life is based on the members. They attend general meetings at national and regional levels and appoint their representatives, who constitute the Crédit Coopératif Board of Directors. At a regional level, the members attend section meetings and vote on matters on the agenda. In particular, they vote on: the allocation of the results for the financial year; the interest on members shares; the composition of the Board of Directors, whose members they elect. Each section meeting appoints a national delegate who takes part in the Ordinary General Meeting of Delegates, at which the resolutions are adopted by adding up the local votes. The Board of Directors is made up of representatives elected by the members at the General Meeting. THE CONSEIL NATIONAL DU CRÉDIT COOPÉRATIF MEMBERS, ASSOCIATE PARTNERS BRANCH COMMITTEE BRANCH COMMITTEE BRANCH COMMITTEE BRANCH COMMITTEE REGIONAL COMMITTEE REGIONAL COMMITTEE NATIONAL CUSTOMER FEDERATIONS CONFERENCE OF CHAIRMEN PARTNER INSTITUTIONS GENERAL MEETING OF CNCC CNCC OFFICE Apart from the Board of Directors, Crédit Coopératif has set up a consultative structure that brings together more than 450 volunteer representatives of the members, at all levels of the bank s life: at a local level, the members representatives attend Branch Committees, whose main purpose is to supervise the quality of the offer and relations between Crédit Coopératif and its members; at a regional level, the members representatives attend Regional Committee meetings. They pool their knowledge of their respective sectors of activity and help to shape activity regionally and organise regional general meetings; at a national level, the General Meeting of the Conseil National du Crédit Coopératif brings together the Chairmen of the Regional Committees, the representatives of the national Crédit Coopératif federations and representatives of Crédit Coopératif s associate credit institutions. This consultative structure, which advises the Board of Directors, provides a platform for expressing customer requirements and a preferred source of information on Group goals and the challenges facing the Group. 13

13 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 Crédit Coopératif Group Governance at 31 December 2009 DIRECTORS Jean-Louis Bancel Chairman of the Board Of Directors Jean-Claude Detilleux Deputy Vice-Chairman CMGM - Mechanical and metalprocessing industries mutual-guarantee fund Vice-Chairwoman of the Board of Directors Martine Clément FNMI - national federation of interprofessional mutual societies Vice-Chairman of the Board of Directors Maurice Ronat UNAPEI - national union of associations of mentally-handicapped persons, their parents and friends Vice-Chairman of the Board of Directors Jean Gabain Association ANCF-CEC Gilbert Hennique Confédération générale des Scop (C.G. Scop) Patrick Lenancker Conseil national du Crédit Coopératif (CNCC) Philippe Antoine FCA - retail trade association Guy Leclerc FNCC - national federation of consumers cooperatives Nadia Dehors FNSC D HLM - national federation of cooperative low-income housing boards Daniel Chabod FFB - French building trades association Gabrielle Deloncle FNMF - French mutual societies national federation Jean-Philippe Huchet GMF - public employees mutual guarantee institution Patrice Forget MGEN - teachers mutual society Jacques Hornez UNAT - national union of associations for tourism and open-air activities Jean-Marc Mignon Union nationale interfédérale des œuvres et organismes privés, sanitaires et sociaux (UNIOPSS) Hubert Allier Union sociale pour l habitat (housing social union) Michel Amzallag EMPLOYEE-ELECTED DIRECTORS Bernard Leuridant Charles Delannoy Françoise Girma - Romeyer Marc Giraud EXTERNAL CORPORATE OBSERVERS Association UCEL Jean Dupuis Coopération maritime Gérald Evin Conseil national du Crédit Coopératif (CNCC) Jean-Marie Miramon ESFIN No representative at 31/12/2009 Fédération française des coopératives et groupements d artisans (FFCGA) Hubert Libotte Mutuelle des agents des impôts (MAI) Jean-Claude Nerisson Société centrale de crédit maritime mutuel (SCCMM) Michel Giblaine Société coopérative d entraide-fonds d expansion confédéral (SOCODEN-FEC) Jacques Landriot Société coopérative pour la rénovation et l équipement du commerce (SOCOREC) Hervé Affret Société financière de la NEF Philippe Leconte Union nationale des associations de soins et services à domicile (UNA) Bruno de La Soudière C shareholders representative Claude Audouit C shareholders representative Michel Vallade The following people also attend meetings of the Board of Directors: WORKS COUNCIL REPRESENTATIVE Alain Pierre STATUTORY AUDITORS Incumbents KPMG AUDIT : Fabrice Odent SOFIDEEC BAKER TILLY : Cyrille Baud Jean-François Dermagne Substitutes Pascal Brouard Christian Lairy 14

14 EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS AT 31 DECEMBER 2009 Jean-Louis Bancel Chairman Jean-Claude Detilleux Deputy Vice-Chairman CMGM Mechanical and metal-processing industries mutual-guarantee fund Martine Clément Vice-Chairwoman FNMI national federation of interprofessional mutual societies Maurice Ronat Vice-Chairman UNAPEI national union of associations of mentally-handicapped persons, their parents and friends Jean Gabain Vice-Chairman Conseil national du Crédit Coopératif (CNCC) Philippe Antoine Secretary 15

15 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 SPECIALIST COMMITTEES OF THE BOARD OF DIRECTORS AT 31 DECEMBER 2009 The summary of the work done by these specialist committees during 2009 is to be found on page 24 of the present report. Audit Committee UNAPEI national union of associations of mentally-handicapped persons, their parents and friends Jean Gabain, Committee Chairman Jean-Claude Detilleux Deputy Vice-Chairman Association UCEL Jean Dupuis Association ANCF-CEC Gilbert Hennique Charles Delannoy Employee-elected director FNCC national federation of consumers cooperatives Nadia Dehors SOCOREC cooperative society for retailers renovation and capital investment Hervé Affret Risk Committee Conseil national du Crédit Coopératif (CNCC) Philippe Antoine, Committee Chairman Jean-Claude Detilleux Deputy Vice-Chairman Association UCEL Jean Dupuis Association ANCF-CEC Gilbert Hennique Fédération du commerce associé Guy Leclerc CMGM Mechanical and metalprocessing industries mutual-guarantee fund Martine Clément FNCC national federation of consumers cooperatives Nadia Dehors Bernard Leuridant Employee-elected director Remuneration and recruitment committee Jean-Claude Detilleux Deputy Vice-Chairman Association ANCF-CEC Gilbert Hennique CMGM Mechanical and metalprocessing industries mutual-guarantee fund Martine Clément Conseil national du Crédit Coopératif Philippe Antoine FNMI national federation of interprofessional mutual societies Maurice Ronat FNSC D HLM national federation of cooperative low-income housing boards Daniel Chabod Michel Vallade C shareholders representative UNAPEI national union of associations of mentally-handicapped persons, their parents and friends Jean Gabain 16

16 EXECUTIVE BODIES AT 31 DECEMBER 2009 General Management is made up of a General Manager, Philippe Jewtoukoff, and three assistant general managers. The Strategic Steering Committee, led by the Chairman, sets Crédit Coopératif Group strategic guidelines and handles relations with the members and partners. General Management is backed up by a Management Committee, led by the General Manager, which deals with operational aspects of Crédit Coopératif activities. General Management Philippe Jewtoukoff General Manager Hugues Sibille Assistant General Manager in charge of partnerships Pierre Valentin Assistant General Manager in charge of finance Strategic Steering Committee Jean-Louis Bancel Chairman Jean-Claude Detilleux Deputy Vice-Chairman Claude Lavisse Chairman of the Executive Board, BTP Banque Richard Kurfürst General Manager, Bati Lease + the members of the Management Committee Management Committee Philippe Jewtoukoff General Manager Hugues Sibille Assistant General Manager in charge of partnerships Pierre Valentin Assistant General Manager in charge of finance Nicole Alix Long-term Strategy, Cooperative Life and Communication Manager Jean-Didier Auroy Human Resources Manager Christophe Couturier General Manager, Ecofi-Investissements Sylviane Grison Accounts and Management Control Manager Benoît Tardy Technologies and Production Manager Secretary to the committee: Nicolas Chaigneau General Secretary 17

17 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT 2009 KEY FIGURES AT 31 DECEMBER 2009 CRÉDIT COOPÉRATIF IDENTITY CARD Number of branches Number of employees (1) 1,968 1,905 Number of members 32,514 29,814 Number of customers 323, ,900 (1) Employees within the economic and social entity made up of Crédit Coopératif, BTP Banque and Ecofi Investissements. ACTIVITY OF THE CRÉDIT COOPÉRATIF GROUP in billions of Euros Customer loans outstanding Customer banking resources outstanding UCITS outstanding ABBREVIATED BALANCE SHEET OF THE CRÉDIT COOPÉRATIF GROUP in billions of Euros Assets Liabilities Interbank operations Interbank operations and securities portfolio and bond issues Customer loans Customer deposits Miscellaneous Miscellaneous Fixed assets Equity capital Total Total

18 CRÉDIT COOPÉRATIF GROUP EARNINGS in millions of Euros EVOLUTION Net banking income % General expenses % Gross operating profit % Cost of risk % Other items (1) % Corporation tax % Net income (group share) % (1) Results according to the equity method, gains or losses on other assets, deduction made for minority holdings. RATIO Operating coefficient 74.90% 67.77% Tier One 11.27% 10.90% Solvency ratio 12.59% 12.89% BPCE GROUP AT 31 DECEMBER proforma Key figures Managed savings outstanding* (in billions of Euros) Loans outstanding (excluding pensions)* (in billions of Euros) Net banking income (in millions of Euros) 21,227 16,096 Gross operating profit (in millions of Euros) 4, Net income (Group share) (in millions of Euros) 537-1,847 Tier One equity capital (in billions of Euros) 37.6 Tier One ratio 9.1% * Co-operative banks. RATING The Crédit Coopératif Group benefits from the Groupe BPCE rating, namely: - Moody s: short term P-1, long term Aa3, stable prospects (rating at 31/07/2009); - Standard & Poor s: short term A-1, long term A+, stable prospects (rating at 31/07/2009). 19

19 CRÉDIT COOPÉRATIF GROUP ANNUAL REPORT

20 In accordance with Article L of the Code de commerce [Commercial Code], the Chairman of the Crédit Coopératif Board of Directors submits this report on: how the proceedings of the Board of Directors are prepared and organised; the internal control procedures implemented within Crédit Coopératif; any limitations placed by the Board of Directors on the remit of the General Manager. The majority of Crédit Coopératif share capital is held by the different families making up the social economy: mutual societies, cooperatives and associations, plus a diverse customer base, especially small and medium-sized businesses. The composition of the Board of Directors takes account of these different sectors of activity. Drawn up within this framework, this report was prepared with the assistance of the Compliance and Permanent Control managers and the Board of Director s secretariat. It was presented to the Audit Committee on 4 March 2010 and the Board of Directors of Crédit Coopératif on 11 March HOW THE PROCEEDINGS OF THE BOARD OF DIRECTORS ARE PREPARED AND ORGANISED The Crédit Coopératif Board of Directors operates in compliance with the principles of 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 modified on 30 June 2003, 25 May 2005 and 15 November On the basis of these principles and its policy environment, Crédit Coopératif strives to implement not only proper corporate governance, but also and more specifically, cooperative governance for the benefit of its customers-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, outlines the operating principles and methods of Crédit Coopératif s decision-making bodies, as regards transparency, effectiveness and consistency. This governance charter is available on Crédit Coopératif s website: (sociétaires section) Composition of the Board of Directors Directors The Board of Directors is composed of: 18 directors (16 corporate entities and 2 individuals: Messrs. Jean- Claude Bancel and Jean-Louis Detilleux), appointed by the General Members Meeting, for a term of six years. The corporate entity directors mainly represent the movements and trade federations that represent the members of Crédit Coopératif. During 2009, the composition of the Board of Directors underwent the following changes: The Ordinary General Meeting of 28 May 2009 nominated Mutuelle Générale de l Education Nationale (MGEN), represented by Jacques Hornez, as a director for a period of six years. The Ordinary General Meeting of 28 May 2009 renewed for a further 6-year period the terms of office as directors of: Jean-Louis Bancel; Fédération nationale des sociétés coopératives d HLM (FNSC D HLM); Fédération nationale des mutuelles interprofessionnelles (FNMI). The Board of Directors on 28 May 2009 unanimously elected Jean- Louis Bancel as Chairman of Crédit Coopératif for a period of three years beginning on 28 May At the suggestion of its Chairman, the Board of Directors unanimously elected Jean-Claude Detilleux as Deputy Vice Chairman for the promotion of cooperative values. The chief qualities expected of a director are business experience, 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, one needs undisputed merit and to own at least one share in Crédit Coopératif. A person who is aged 68 or more may not be appointed as a director for the first time. The number of directors above the age of 68 may not be more than a third of the 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, held in the year during the course of which the terms of the aforementioned directors expire. Directors can always be re-elected. Crédit Coopératif is a cooperative whose members are corporate entities. The latter are grouped in 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. 21

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