Part H - Related-party transactions

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

During 2015, no significant transactions with related parties were undertaken.

At 31 December 2015, the Banca IFIS Group S.p.A. remains controlled by La Scogliera S.p.A. and is made up of the parent company, Banca IFIS S.p.A. and the wholly-owned subsidiary, IFIS Finance Sp. Z o.o.

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

  • the parent company;
  • 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 up-date of 16 December 2015), key management personnel also include the members of the Board of Statutory Auditors.

Key management personnel

Short-term employee benefits Post employment benefits Other long-term benefits Termination benefits Share-based payments
3.359 - 159 33 353

The above information includes fees paid to Directors (2,5 million Euro, gross amount) and Statutory Auditors (288 thousand Euro, gross amount).

2. Information on related-party transactions

Here below are the assets, liabilities, guarantees and commitments outstanding at 31 December 2015, broken down by type of related party pursuant to IAS 24.

Items Parent company Managers with strategic responsibilities Other related parties Total % on item
Loans to customers - - 2.092 2.092 0,1%
Total assets - - 2.092 2.092 0,0%
Due to customers 45 682 839 1.566 0,0%
Other liabilities 25.048 - - 25.048 12,2%
Total liabilities 25.093 682 839 26.614 0,4%

Items Parent company Managers with strategic responsibilities Other related parties Total % on item
Interest receivable and similar income - - 126 126 0,1%
Interest due and similar expenses - (5) (11) (16) 0,0%
Commission income - - 46 46 0,1%
Other operating income/expenses 41 - - 41 1,4%

Transactions with the Parent Company relate to:

  • the current account relationship with the Parent Company, La Scogliera S.p.A. The balance at 31 December 2015 shows a 45 thousand Euro payable due from Banca IFIS S.p.A. to the parent. Relations with La Scogliera S.p.A. are conducted at arm's length;
  • the lease from Banca IFIS to La Scogliera of part of the property that housed the Bank's registered office until the end of 2005. The agreement, which provided for annual lease payments totalling 32 thousand Euro plus VAT, was terminated effective 30 June 2015.
  • Banca IFIS, together with the parent company, La Scogliera S.p.A., opted for the application of group taxation (tax consolidation) in accordance with arts. 117 et seq. of Presidential Decree 917/86. Infragroup transactions were regulated by means of a private written agreement between the parties, signed in the month of May 2013. This agreement lapses after three years. It was amended on 29 December 2015. Banca IFIS has an address for the service of notices of documents and proceedings relating to the tax periods for which this option is exercised at the office of La Scogliera S.p.A., the consolidating company. Under this tax regime, Banca IFIS’s taxable income is transferred to La Scogliera S.p.A., the consolidating company, which is responsible for calculating overall group income. Following this decision, at 31 December 2015 Banca IFIS recognised 25 million Euro in payables due to the parent company under Other liabilities.

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 839 thousand Euro overall.

During the year, the Bank continued ordinary factoring operations in favour of two companies headed by close relatives of executive members of the Board of Directors: the Banca IFIS Group’s exposure at 31 December 2015 amounted to 2,1 million Euro.