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Candido Bracher Executive Vice-President. August 25 th 2003. Table of Contents. Banco BBA Creditanstalt. Itaú Corporate Bank . Negocia tions to Create Banco. Itaú BBA Basic Concepts Structuring the Bank. Summary of Structure and Market Position. Challenges and Opportunities.
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Candido Bracher Executive Vice-President August 25th 2003
Table of Contents Banco BBA Creditanstalt Itaú Corporate Bank Negociations to Create Banco • Itaú BBA • Basic Concepts • Structuring the Bank • Summary of Structure and Market Position • Challenges and Opportunities • Financial Highlights
Banco BBA Creditanstalt - Founded in 1988: • Internationally respected foreign shareholder • Bank executives withwide experiencein Brazilian markets • Net worth of US$20 million • 50/50 share in total capital • Brazilian shareholders with 66% of voting capital
Banco BBA Creditanstalt Philosophy: • Wholesale Bank • Focus on a limited number of corporate clients • Objetive: quality relationships • Highly qualified professionals • Deep knowledge of corporate clients • Frank dialogue and consistent approach • Day-to-day products lead to structured transactions • Flat organization • Responsive and flexible attitude • Treasury and the International Area are the basis for growth
Banco BBA Creditanstalt Growth in Net Worth (U$ Millions) CAGR = 26.5%
Banco BBA Creditanstalt Return on Equity – ROE (%) Average = 24.5%
Banco BBA Creditanstalt Corporate Governance: • Publicly listed foreign shareholder • Full Disclosure • Starting 1994, Executives become shareholders in Bank – Creation of BBA HE (Holding company owned by Executives) Excellent Relations with Foreign Shareholder: • Declining Global appetite for Brazil risk (consequences for HVB) • Reason for exiting the country Search for a Replacement for HVB: • Availability of resources • Same philosophy as BBA • Continuation of growth
Corporate Bank Itaú Corporate Bank • Excellent results with corporate clients • Capital base, reputation, cash mnagement products • Highly qualified professionals and management • Strong and active trading desks • Wholesale bank part of the Itaú Conglomerate • Demand for greater focus exclusively oncorporate clients
Negociations to Create the Bank 18 Months of steady progress: • Confidentiality of information • Careful planning • Same cultural values
Itaú BBA – Basic Concepts Client’s interests before all else : • Focus on quality of relationship Maximization of profitability over the medium and long term Highly motivated staff: • Equity stake for principal executives • Suitable results-based compensation • Flat and informal organization • Excellent work environment (external, not internal competition – teamwork) • Open space floors (new installations)
Shared Control Banco Itaú Holding Financeira S.A. 100.0% 95.75% Banco Itaú BBA S.A. Banco Itaú S.A. 4.25% BBA HE Participações S.A. BBA Executives
Itaú BBA – Structuring the Bank Operationally independent: • Shared control: 50% HE / 50% Itaú Holding • Shareholders agreement provides for autonomous operation Risk Control (Credit, Market and Operating): • Independent risk control areas • Risk and control consolidated into a 2nd level within Itaú Holding • Itaú Holding nominates Vice-president Financial Controls • Operations within pre-set limits Joint Decision-taking: • Close integration between Itaú BBA and Itaú Holding executives • Itaú participates in decisions on credit limits over a given amount • Itaú BBA executives to sit on Itaú Holding Commissions
Itaú BBA – Structuring the Bank Design of the bank’s functional structure and specific areas: • Complete autonomy and focus on a functionality that combines: • Responsive decision-taking • Flexible service • Processing capability • Broad choice of products and services Selecting Target Market: • Definition of client universe (1000 largest economic groups) • Itaucorp 920 clients, BBA 630 clients (350 overlap) • Definition of staff • Structuring of the areas
Itaú BBA – Structuring the Bank Areas transferred to Itaú : • Asset Management • Private Banking • Fináustria – Automobile finance • Brokerage
Itaú BBA – Structuring the Bank The Complete Bank Treasury Maintained: • Operates independently but consolidates its risks into Itaú Holding • Rapid responses and structured products for clients International Area: • Handles correspondent banking for the whole Itaú Group Maximization of synergies with the Itaú Group: • Itaú BBA as distribution channel for the products of Itaú Holding to corporate clients, independent of the operating model: • Banco Itaú Europa • Banco Itaú Buen Ayre • Broker Dealer – New York • Asset Management • Pension Funds and Insurance • Retail services for client employees
Corporate Bank Itaú BBA – Structuring the Bank Vice-Presidents 5 1 3 Management levels to Client 2 3 2 # of Employees 553 300 620 (73% of the total) Executive Share- holders 22 - 34* Regional Directors 6 4 11 Commercial Superintendents - 12 - Officers 25 50 43 (*) 12 executives invited to become shareholders
Itaú BBA – Structuring the Bank Executive Committee CHAIRMAN • Fernão Bracher VICE- CHAIRMEN • Antonio Carlos Barbosa de OliveiraBack Office, Financial Controls, RiskandSystems • Candido BracherCommercial, Capital Markets and HR Policy • Eduardo VassimonInternational, Products, Client dealing and Treasury
Summary of Structure and Market Position • Name /Reputation • Solid Capital Base • Ability to Attract and Retain the Best Talents • Being independent enables differentiated HR policies to generate motivation • Streamlined and informal structure makes for versatility and responsiveness • Broad range of products • Focus oncreating value for shareholders
Summary of Structure and Market Position Close integration and harmony make Itaú BBA an integral part of the Itaú Group • Moody’s – AAA (local) • Fitch – AA (local) • S&P – brAA (local)
Challenges and Opportunities Principal Challenge: Integration • Challenge overcome • Minimal loss of staff • Readily accepted by clients Wholesale Bank • Lacks the inertia of retail results • Builds its results anew each quarter • Ability to adapt to circumstances • Competitive in all market segments
Challenges and Opportunities Adverse Factors • Falling spreads • Lower volatility reduces Treasury gains • Falling interest rates Compensating Factors • Improvement in credit quality • Lower losses and provisions • Higher volumes • Increase in Capital Markets operations
Challenges and Opportunities Opportunities • To fully exploit the potential for cross-selling • To multiply volumes and processing capacity • To apply creativity to undifferentiated products • Capital Market and M&A • Well positioned to grow with the market • Well developed structure for origination and distribution of securities Responsibilities • Maintain the high return on equity
Pro-Forma Balance Sheet R$ Million Balance Sheet at June 30 2003 Banco Itaú-BBA Pro Forma ASSETS 9,290 17,637 (574) 1,428 95 Cash, Interbank placements and securities LoansBad Debt Provision Other Assets Fixed Assets 27,876 TOTAL ASSETS Banco Itaú-BBA Pro Forma LIABILITIES Deposits Open market liabilities Loan liabilities Pass-through loan liabilities Other liabilities Deferred income Capital 15,565 2,368 2,848 1,204 2,248 13 3,630 27,876 TOTAL LIABILITIES The operations of Itaucorp were incorporated on a preliminary basis in order to demonstrate approximately what Banco Itaú-BBA will be after all the migrations between segments have terminated. There are still adjustments to be made. Forecasts based on this exercise should therefore bear in mind the already mentioned risks and uncertainties as well as those that are beyond the control of the companies comprising the Itaú conglomerate (political and economic change, volatility in interest and exchange rates, technological change, inflation, financial disintermediation, competitive pressures on products and prices and changes in tax law).
Pro-Forma Income Statement R$ Million INCOME STATEMENT 1st Half of 2003 Banco Itaú-BBA Pro Forma 1,252 (174) 1,078 120 (276) 922 (415) 507 3,630 29.9% Financial margin Bad debt provision Gross income from Financial Intermediation Fee income Administrative Expenses Income before tax and participations Income Tax and Social Contribution Net Income Net Worth ROE (%) The operations of Itaucorp were incorporated on a preliminary basis in order to demonstrate approximately what Banco Itaú-BB A will be after all the migrations between segments have terminated. There are still adjustments to be made. Forecasts based on this exercise should therefore bear in mind the already mentioned risks and uncertainties as well as those that are beyond the control of the companies comprising the Itaú conglomerate (political and economic change, volatility in interest and exchange rates, technological change, inflation, financial disintermediation, competitive pressure on products and prices and changes in tax law).
Highlights – Environmental Management Environmental Policy • Drawn up and approved by the Board of the Bank since 2001 • Officially approved by the IFC Control of environmental risk in projects • Environmental preservation • Access to special credit lines (BNDES and others) • Large potential market (US$ 600 billion) • Improved risk-return ratio
Candido Bracher Executive Vice-President August 25th 2003