Part H - Related-party transactions

In compliance with the provisions of Consob resolution no. 17221 of 12 March 2010 (as subsequently amended by means of Resolution no. 17389 of 23 June 2010) and the provisions of Circular 263/2006 (Title V, Chapter 5) of the Bank of Italy, Banca IFIS prepared the procedure relating to transactions with “related parties”, the current version of which was approved by the Board of Directors on 10 November 2016. This document is publicly available on Banca IFIS’s website, www.bancaifis.it, in the ‘Corporate Governance' Section.

During 2016, no significant transactions with related parties were undertaken.

At 31 December 2016, the Banca IFIS Group S.p.A. was controlled by La Scogliera S.p.A. and consisted of the parent company Banca IFIS S.p.A., the wholly-owned subsidiary IFIS Finance Sp. Z o. o., the 99,99%-owned subsidiary Interbanca S.p.A. and its subsidiaries IFIS Leasing S.p.A., IFIS Factoring S.r.l., and IFIS Rental Services S.r.l., in which Interbanca owns directly and indirectly all voting rights. 

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

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

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

1. Information on the remuneration of key management personnel

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

In compliance with the provisions of the Bank of Italy’s Circular no. 262 of 22 December 2005 (4th update of 16 December 2015), key management personnel also include the members of the Board of Statutory Auditors. 

Key management personnel

Short-term employee benefitsPost employment benefitsOther long-term benefitsTermination benefitsShare-based payments
5.084-18594479

The above information includes fees paid to Directors (3,3 million Euro, gross amount) and Statutory Auditors (363 thousand Euro, gross amount).

   

2. Information on related-party transactions

Here below are the assets, liabilities, guarantees and commitments outstanding at 31 December 2016, broken down by type of related party pursuant to IAS 24.

 

Items Parent company Key management personnel Other related parties Total As a % of the item
Loans to customers - - 1,687 1,687 0.0%
Other assets 43,864 - - 43,864 17.6%
Total assets 43,864 - 1,687 45,551 0.5%
Due to customers - 264 1,317 1,581 0.0%
Total liabilities - 264 1,317 1,581 0.0%

 
Items Parent company Key management personnel Other related parties Total As a % of the item
Interest receivable - - 40 40 0.0%
Interest due   - (2) (14) (16) 0.0%
Commission income - - 12 12 0.0%
Other operating income/expenses 17 - - 17 0.0%
 

Transactions with the Parent Company relate to:

  • 4 thousand Euro in other assets for invoices issued to La Scogliera S.p.A. for chargebacks;
  • Banca IFIS, together with the parent company, La Scogliera S.p.A., opted for the application of group taxation (tax consolidation) in accordance with arts. 117 et seq. of Italian Presidential Decree 917/86. Transactions between these companies were regulated by means of a private written agreement between the parties, signed in the month of April 2016. This agreement will lapse after three years. Banca IFIS has an address for the service of notices of documents and proceedings relating to the tax periods for which this option is exercised at the office of La Scogliera S.p.A., the consolidating company. Under this tax regime, Banca IFIS’s taxable income is transferred to La Scogliera S.p.A., which is responsible for calculating the overall group income. As a result, at 31 December 2016 Banca IFIS recognised net receivables due from the parent company amounting to 43,9 million Euro. 

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

Transactions with other related parties are part of Banca IFIS’s ordinary business and the conditions applied are at arm’s length. Specifically, some individuals qualifying as other related parties held rendimax or contomax accounts with the Bank amounting to 1,3 million Euro overall.

During the year, the Bank continued its factoring operations in favour of one company headed by close relatives of executive members of the Board of Directors: the Banca IFIS Group’s exposure at 31 December 2016 amounted to 0,5 million Euro.

In addition, there was a net 1,2 million Euro exposure classified under bad loans towards a company headed by closer relatives of executive members of the Board of Directors.