text:
Euroclear plc Annual Report 2012
Euroclear plc
Operating performance highlights
Annual accounts and auditor's opinion
Euroclear Annual Report 2012
Chairman's
Marc Antoine Autheman, Chairman
Marc Antoine Autheman became
Chairman of the Board of Euroclear plc
and Euroclear SA/NV on 1 January 2013,
having joined the Boards as Co-Deputy
Chairman in May 2012. He is also
Chairman of the Board of two investment
I am honoured to take over from Sir Nigel Wicks as Chairman of the Board. Sir
Nigel retired as Chairman at the end of 2012. The Board and I congratulate him on
his many years of excellent leadership, leaving Euroclear financially sound and well
positioned to embark upon future strategic opportunities.
companies: Third Point Offshore Investors
Ltd and Cube Infrastructure Fund.
Mr Autheman is also Chairman of the
Our sector is going through a period of change. We believe that our unique
position within the post-trade sector and our proven ability to persevere, while
Steering Committee of a research
remaining safe and strong, through the financial crisis leaves us very well placed to
initiative launched in 2011 by the
face this new reality. We will maintain our strong bonds with financial institutions,
Europlace Institute of Finance, created
with the College de France. The
purpose of the initiative is to evaluate the
capital market infrastructures and central banks to make sure we continue to
deliver innovative and relevant services to our clients.
mathematical models used in finance.
Until 2004, Mr Autheman was Managing
Director of the international banking
division of Crédit Agricole, where he
was responsible for the firm's private
We're particularly pleased with the financial results of our group in 2012. Our
operating profit before impairment and taxation rose 12% to €330 million from
€296 million in 2011. This increase in profit was achieved despite heavy competitive
banking business. He was also Chief
pressures and a very low interest rate environment thanks to improved operational
Executive Officer of Crédit Agricole
efficiencies resulting from sustained and structural cost-saving measures. The Board
Indosuez from 1998 to 2003, where he
was closely involved in the integration of
Crédit Agricole and Banque Indosuez.
Previously, Mr Autheman was Managing
Director of Caisse Nationale de Crédit
Agricole, responsible for the firm's foreign
affiliate banks and its domestic
corporate banking business.
Earlier in his career, Mr Autheman was
an Executive Director of the IMF and
World Bank in Washington DC, and held
senior positions with the French Ministry
appreciates the solid performance of Euroclear's management team in this difficult
The Board is recommending a dividend of €25.36 per share for 2012. This is an
increase of 46% compared with the €17.35 per share paid last year, reflecting the
Board's decision to increase our dividend payout ratio to 40% in 2012 compared
to 30% last year. We are reviewing our financial policy and share liquidity to
ensure the continued support of our shareholders. We expect to be in touch with
shareholders during the course of the year on these matters.
of Economy and Finance, and with the
French Treasury. Mr Autheman was Chief
of Staff, in charge of economic affairs, for
French Prime Minister Bérégovoy.
Despite, and perhaps because of, the uncertainties and volatility in our markets,
Euroclear once again stood out as a beacon of stability. Market participants
deposited more assets with us in 2012 and Euroclear Bank retained its AA+
rating from Fitch Ratings and AA rating from S&P. These are ratings held by
very few depositories.
Financial market reforms
A number of the regulatory changes aimed at the financial services
In a business awash with risks, providers of financial services will
sector that were initiated in the wake of the financial crisis were
need to adjust to the new normal way of operating. Changes in
implemented during 2012. These changes are far reaching and are
market behaviour and new regulations are driving us to adopt
leading to a reshaping of our sector and the individual business
stricter risk management practices and refresh our operating
models of our clients. We believe that Euroclear's business strategy
models to reflect the realities of low-growth economies and
and governance structure provides us with a unique and strong
stagnant financial market activity.
position from which to support the marketplace in implementing
some of the fundamental changes required in this new environment.
As outlined above, the Euroclear group is itself a unique marketplace. While we're heavily regulated, it is our clients that define the
Where we can ease compliance with these new rules for our clients,
type of business we conduct within this integrated marketplace,
we are developing relevant services to assist. A good example is
although our focus will remain on delivering core post-trade
our innovative "Collateral Highway", which expands our global
services that add value.
collateral management capabilities. Our position as a marketplace
is enabling us to deliver the Collateral Highway to fill a gap that
other service providers cannot address, thereby easing the potential
Governance and the Board
shortage of collateral for our clients.
Sir Nigel led a strong Board where good governance was the
foundation upon which relevant policy and strategic decisions were
We're following closely the progress of the main regulatory initiatives
laid. I intend to continue to lead the Board in this manner, ensuring
that are likely to have a material impact on the Euroclear group,
its effectiveness in delivering long-term value to our shareholders.
primarily Banking Union, Recovery and Resolution for market
infrastructures and CSD Regulation (CSDR). We've made our
The Board will continue its review in 2013 on the issue of liquidity
views on the emerging CSDR known to the relevant authorities.
in our shares with a view to making a proposal that will be in the
Whilst we support initiatives by authorities to reduce systemic risk
best interests of the company and our shareholders, while taking into
through CSDR, we believe that the current arrangements serve the
consideration our changing business and regulatory environment.
market well. We're closely analysing the potential consequences of
the CSDR and are confident that we will be able to continue to serve
During 2012, in addition to myself, the Board welcomed several new
our clients in an efficient and safe manner under all circumstances.
Euroclear plc and Euroclear SA/NV non-executive Board members:
Toru Horie, Francis La Salla and Bruno Prigent. Sir Nigel Wicks,
After extensive consultation with clients, the Board agreed to out-
Alain Closier, Junichi Ishii and Timothy Keaney left the Boards
source to TARGET2-Securities (T2S) the settlement of transactions
of Euroclear plc and Euroclear SA/NV during 2012. The Board
for the three ESES central securities depositories (in Belgium, France
expresses its gratitude to these individuals for the contributions
and The Netherlands) and Euroclear Finland. Migration is planned
made during their tenure as Board members.
for March 2016 and February 2017, respectively. We've already
shared information with clients about the approach we will take to
As the new Chairman, I have sought to gain as broad as possible
effect a smooth transition and recover a portion of our investment
an exposure to, and understanding of, Euroclear's business and its
to connect to T2S. We will provide more detailed information in
employees. I express my sincere appreciation to all colleagues for the
2013 that will assist clients in preparing for changes associated with
warm welcome I have received. On behalf of the Board, I thank all
the move. Clients settling Irish equity trades with Euroclear UK &
of our employees for the great achievements in 2012 and for their
Ireland will have seamless access to T2S via the ESES platform.
efforts in preparing for the challenges ahead.
We're also developing a range of new CSD services to provide the
entities connecting to T2S the competitive advantage of offering
clients full access to all T2S markets through a single CSD relationship. T2S will change the landscape for CSD services in a significant
way, particularly as new European CSDs may be launched. These
are important matters that your Board keeps under review and
factors into our strategic direction and positioning.
Marc Antoine Autheman
CEO's
Tim Howell, CEO of
Euroclear SA/NV
No man is an island, and neither is a CSD.
Euroclear group central securities depositories (CSDs) are partnering with
more and more leading entities to provide clients with opportunities to
derive superior value from our combined expertise and breadth of service.
We're long past the go-it-alone days when time to market and short-term
savings were not the most critical business imperatives.
Building on proven, existing infrastructure and sharing the responsibilities
and rewards of delivering what clients want when they need it with capable
business partners makes good business sense. Moreover, it is clearly the right
way forward as an effective means to better manage risk.
Collateral companions
Forming relationships of relevance
Euroclear's global "Collateral Highway" is an excellent example.
Partnering with firms with proven expertise in other post-trade
Launched in 2012, it's the first fully open global market
domains helps us to deliver greater efficiency and more cost-effective
infrastructure to source and mobilise collateral across borders. The
answers to more client challenges.
Collateral Highway helps clients move securities from wherever they
are held to serve as collateral for access to central bank liquidity,
For instance, securities firms attribute 35-40% of all trade breaks to
secured transactions such as repos and securities loans, and margins
avoidable mismatches in reference data. In 2012, Euroclear Bank
for central counterparties (CCPs) and bi-laterally cleared OTC
and SmartStream launched the first centralised reference data utility,
derivative trades. By the end of 2012, around €700 billion of
known as the Central Data Utility (CDU). The Euroclear Bank
collateral was transported each day via the Collateral Highway.
service sources securities data from data vendors selected by our
clients, as well as from data originators, such as central securities
The Collateral Highway will only reach its full potential with business
depositories and stock exchanges. Powered by SmartStream
partners. Agent banks like BNP Paribas Securities Services and Citi
technology, securities data processed in the CDU are validated,
are working with us to enable mutual clients to use fixed-income and
cleansed of inaccuracies and then enriched before clients receive the
equity assets held with them as collateral in triparty managed
data in the precise format they have chosen, on an intra-day basis.
transactions at Euroclear Bank. Client securities to be used as
collateral will flow freely via the Collateral Highway to the entities
By pooling extensive data management expertise, SmartStream and
requiring the collateral, while the agent banks always remain the
Euroclear Bank will be delivering meaningful client back-office
custodian of the assets. The CMU unit of the Hong Kong Monetary
savings. Firms no longer need to bear the enormous costs and risks
Authority is the first CSD outside the Euroclear group to join.
of scrubbing securities information themselves.
Together, we processed the first ever renminbi triparty repo deal
via the Collateral Highway. We are working with other CSDs
We also partnered with Markit, the global financial information
outside the Euroclear group as well.
services company, to distribute Euroclear Bank's extensive Eurobond
reference data, giving market participants direct access to information
Collateral receivers are joining too. LCH.Clearnet, ICE Clear Europe
on more than 200,000 Eurobonds.
and CME Clearing Europe are among the first CCPs to join. And,
more than 25 central banks are using the Collateral Highway of which
Clients of our CSDs are already benefiting from new services resulting
the Federal Reserve Bank of New York via Euroclear Bank, the Bank
from earlier partnership agreements. Euroclear Nederland is working
of England via Euroclear UK & Ireland and Banque de France via
with Broadridge Financial Solutions to make it easier for local
Euroclear France are the most active.
investors to vote electronically at company general meetings.
Euroclear France is offering a comprehensive worldwide shareholder
Naturally, the Collateral Highway is open to all CCPs, CSDs, central
identification service for equity issuers with Capital Precision, which
banks, global and local custodians, investment and commercial banks.
adds shareholder profile and benchmark information for issuers.
The pressures of complying with new regulations, managing the
Other Euroclear CSDs will offer similar joint services to issuers in
ongoing liquidity crisis and preparing for possible collateral shortages
their respective markets.
are driving the success of the Collateral Highway to unlock collateral
silos in various markets, entities and time zones.
In addition, Euroclear Belgium and Euroclear Nederland are closely
involved in the securities dematerialisation process within their
respective countries. Their central role in the timely and efficient
removal of paper certificates requires close coordination with issuers,
investors, regulators and intermediaries.
Industry interdependencies
Mastering the new normal in the way local, regional and international
capital markets will function is all about recognising and leveraging
the interdependencies within the industry and among business units.
Regulators at all levels are attempting the same with their intensified
focus on risk management.
At Euroclear, we're looking to take the best from each of our entities
and expand these circles of excellence to deliver more value to clients
in other parts of the group. We're implementing this in the collateral
management area with new and enhanced services already delivered
in Euroclear France and Euroclear UK & Ireland, and in automated
fund order routing and processing in Euroclear France and Euroclear
Sweden, respectively. Another example is the progressive expansion
of our new web-based application – EasyWay – to all Euroclear group
clients for an integrated, holistic view of all their activities within
Euroclear. EasyWay will provide clients with unprecedented risk
control and asset optimisation opportunities.
Burgeoning market interdependencies have also led us to
expand existing and forge new relationships with other market
infrastructure service providers. In March 2012, the Hong Kong
Monetary Authority, Bank Negara Malaysia and Euroclear Bank
launched a common platform to ease cross-border investment and
settlement of Asian debt securities transactions. It's an important
step for Asian bond markets to increase liquidity, harmonise market
practices and standardise the issuance of debt securities to attract
investment and increase operational efficiency.
We've also responded to strong market demand to make Russian
government bonds 'euroclearable', a phrase the media have coined to
describe the service. We're working with the new Russian CSD and
local authorities to provide clients with the highest standards of
settlement processing and asset protection for OFZ and other
Russian domestic securities transactions.
In Asia, Korea Securities Depository adopted FundSettle in 2012 as
part of Korea's fund-processing infrastructure for cross-border
transactions. And, the Taiwan Depository & Clearing Corporation
is now using FundSettle's automated order-routing service.
Discussions are in various stages of maturity with other potential
Euroclear is committed to apply our expertise in providing clients
partners to deliver the type of timely and pertinent services that our
with the products and services that live up to our 'post-trade made
clients expect from Euroclear, when it is clear that doing it ourselves
easy' mission. We are learning to operate within this seemingly
is not the right approach.
permanent crisis environment, striking the right balance between
risk and progress. Recent history has made it plain that it pays to
tread carefully. As critical market infrastructure service providers,
Solid results
we take our role very seriously.
Economic tensions, trading volatility, heightened potential
counterparty risks and increased regulation continue to
We greatly value the trust our clients have in us and will continue
create difficult business conditions for financial institutions
striving to be the post-trade service provider of choice.
and those providing services to them.
At times like these, Euroclear's steadfast reliability and resilience
is the best way we can add value to our client relationships.
This is evidenced by the relatively strong operating performance
last year of the Euroclear group overall.
The value of securities held for clients grew to a record €23 trillion
in 2012, remarkable not only because of the new milestone, but
Tim Howell
because it's the fifth consecutive year that our depot growth has
surpassed our competition. In line with lower trading volumes
within and across markets, the value of securities transactions we
settled declined by 7% to €542 trillion, with more than 158 million
transactions processed during the year. We thank all of our clients
for this business.
Providing excellent support services to our clients is vital to ensure
that our clients get the most out of their Euroclear relationship.
My colleagues at Euroclear are among the best in the business,
which is why we need to have deep and diverse pools of talent
from which to recruit. We're likely to face increased competition
for the profiles we seek and have opened a Euroclear Bank branch
office in Krakow, Poland in January 2013. We're embarking upon a
multi-year programme to split Euroclear Bank operations teams
between Belgium and Krakow. We expect service levels for clients
to be unaffected during this transition and improve further in the
period ahead.
(€ trillion)
The value of securities held for
Euroclear clients at the end of 2012
was a record € 23.0 trillion, almost one
trillion euros more than the € 22.1
trillion reached at year-end 2011,
denoting a 4% increase.
Turnover, or the value of securities
transactions settled, was € 541.6 trillion
in 2012, a 7% decrease compared with
€ 580.6 trillion in 2011.
Turnover (in € trillion)
The number of netted transactions
settled in the Euroclear group dipped
slightly by 3% in 2012 at 159 million,
compared with 163 million in 2011.
Euroclear's global Collateral Highway
mobilised € 700 billion of collateralised
transactions each day by year-end 2012,
a year when the repo market contracted
by 14% according to ICMA and the
European Repo Council. Launched in
July 2012, the Collateral Highway has
no direct year-over-year comparison
data. In 2011, Euroclear Bank's triparty
collateral management and Euroclear
UK & Ireland's delivery-by-value services
achieved the equivalent of € 503 billion
per day.
Euroclear Bank
Euroclear France
Euroclear UK & Ireland
Euroclear
Euroclear Belgium
Euroclear Sweden
Finland UK & Ireland
Euroclear Nederland
Note Euroclear Belgium
The data for Euroclear UK & Ireland excludes
self-collateralised repos. The data for
France excludes
ʻpensions livrées'
with the central bank of France.
Euroclear France excludes ʻpensions livrées'
Average daily collateral outstanding
Value of securities held
(€ billion)
trillion)
(€(€
(in
Value€oftrillion)
securities held
Securities in the UK are held through
UK & IrelandSweden
on the books
of registrars.
Euroclear Finland
Euroclear UK & Ireland on the books
daily collateral outstanding
541.6 daily collateral provision
(in € billion)
of netted transactions
0.9 millions)
FinlandUK & Ireland
UKUK
NoteEuroclear
self-collateralised
repos.
The data for
withEuroclear
theEuroclear
central bankFinland
ofFinland
data forin
UKheld
& Ireland
the UK are
repos. on
Thethe
France excludes ʻpensions livrées'
Collateral Highway
The Collateral
Highway,
launched in July 2012,
mobilises collateral from sources within
and external to the Euroclear gorup.
Highway, launched in July 2012,
The Collateral Highway, launched in July 2012,
The data includes intra-group holdings/transactions, as relevant.
The Euroclear group delivered strong
performance during a year that was impacted
by uncertainty about the future of the global
economy and the crisis in the euro zone.
The group's profit after tax for the year ended
31 December 2012 amounted to €236 million,
compared with €221 million for the year
ended 31 December 2011.
• Net fee income increased slightly to €893
million in 2012 compared with €882 million
in the prior year, reflecting a mixed evolution
of business drivers.
• Net interest income decreased by 20% to €91
million as a result of historically low interest
rates, while average cash balances deposited by
clients reached record levels.
• Operating income increased by €9 million
to €1,031 million, reflecting the slight
improvement in net fee income combined
with the realised gain related to the buy back
of Euroclear Bank's hybrid capital, partly
offset by lower interest income.
• Administrative expenses decreased by 3% to
€701 million in 2012 thanks to our strong and
continuous focus on cost management over the
past few years, without compromising our risk
management or business developments.
• Operating profit before impairment and
taxation increased by 12% to €330 million.
• The Board is proposing a dividend of €25.36
per share, compared to €17.35 in 2011.
(in € million)
1,021.8 1,031.3
Operating profit before
impairment and taxation
(in € per share)
Shareholders' equity
Euroclear plc consolidated (in € million)
Operating profit before impairment and taxation
Profit/(Loss) for the year
Subordinated liabilities
Net earnings per share (€)
Dividend per share (€)
Annual accounts and
auditor's opinion
The summarised financial information set out in the Financial Review is
not the company's statutory accounts as defined by the Companies Act
2006. As required by law, the statutory annual accounts, the Board of
Directors' report and the Statutory Auditors' report are filed with
UK Companies House.
A paper copy of these documents is available on request from:
The Company Secretary
Baarermatte
The auditors have delivered an unqualified opinion on the 2012
consolidated and parent company financial statements of Euroclear plc.
Baarematte
Euroclear plc is incorporated in England and Wales under
registered number 01060802, with registered address at
33 Cannon Street, London EC4M 5SB, United Kingdom.
1 Boulevard du Roi Albert II
Tel. +32 (0)2 326 1211
RPM Brussels number
www.euroclear.com
Euroclear is the marketing name for the Euroclear System,
Euroclear plc, Euroclear SA/NV and their affiliates.
© 2013 Euroclear SA/NV – 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium – Tel: +32 (0)2 326 1211 – RPM Brussels number 0423 747 369
Euroclear is a carbon neutral company – PAS2060 certified in 2013
Consolidated financial statements and parent
company financial statements at 31 December 2012
(Registered number: 01060802)
Euroclear plc annual report 2012 Contents
Directors' report ..................................................................................................................................................................................... 3
Statement of directors' responsibilities ....................................................................................................................................... 10
Euroclear plc Board and Committees - current composition ................................................................................................ 11
Consolidated income statement ..................................................................................................................................................... 12
Consolidated statement of comprehensive income ................................................................................................................. 13
Consolidated statement of changes in equity ............................................................................................................................ 13
Consolidated statement of financial position............................................................................................................................. 14
Consolidated statement of cash flows.......................................................................................................................................... 15
Notes to the consolidated financial statements........................................................................................................................ 16
I. General information........................................................................................................................................................................ 16
II. Accounting policies ....................................................................................................................................................................... 16
III. Risk management and the financial risk management environment ........................................................................ 22
IV. Critical accounting estimates and judgements .................................................................................................................. 35
V. Segment analysis ............................................................................................................................................................................ 36
VI. Net interest income...................................................................................................................................................................... 39
VII. Net fee and commission income ............................................................................................................................................ 39
VIII. Realised gains/(losses) on investment securities and financial liabilities measured at amortised cost .. 40
IX. Net gains/(losses) on financial assets and liabilities held for trading ...................................................................... 40
X. Administrative expenses .............................................................................................................................................................. 41
XI. Impairment ..................................................................................................................................................................................... 42
XII. Taxation ......................................................................................................................................................................................... 42
XIII. Deferred taxation ...................................................................................................................................................................... 43
XIV. Available-for-sale financial assets ....................................................................................................................................... 46
XV. Financial instruments held for trading ................................................................................................................................. 47
XVI. Derivatives used for hedging ................................................................................................................................................. 48
XVII. Property, plant and equipment ........................................................................................................................................... 50
XVIII. Goodwill and intangible assets.......................................................................................................................................... 51
XIX. Non-current assets and disposal groups classified as held for sale ........................................................................ 53
XX. Provisions for liabilities and charges .................................................................................................................................... 53
XXI. Defined benefit plans ................................................................................................................................................................ 54
XXII. Subordinated liabilities .......................................................................................................................................................... 57
XXIII. Redeemable preference shares ......................................................................................................................................... 57
XXIV. Share capital ............................................................................................................................................................................. 58
XXV. Other reserves ............................................................................................................................................................................ 58
XXVI. Dividends paid .......................................................................................................................................................................... 59
XXVII. Contingent liabilities and commitments ........................................................................................................................ 59
XXVIII. Operating lease commitments ........................................................................................................................................ 60
XXIX. Related-party disclosures ..................................................................................................................................................... 60
XXX. Events after the balance sheet date ................................................................................................................................... 61
Independent auditor's report .......................................................................................................................................................... 62
Parent company statement of financial position ...................................................................................................................... 63
Statement of changes in equity ...................................................................................................................................................... 64
Statement of cash flows .................................................................................................................................................................... 65
Notes to the parent company financial statements ................................................................................................................. 66
Euroclear plc annual report 2012 Directors' report
The directors of Euroclear plc are pleased to present their report, together with the audited
consolidated financial statements of the company and its subsidiaries (the 'group'), for the year
ended 31 December 2012. A review of the group's business and future developments, along
with a description of the principal risks and uncertainties facing the group, is set out in the
Chairman's message and the Chief Executive Officer's message, all of which should be read in
conjunction with this report.
Principal activities
The company is a holding company which owns, directly or indirectly, the entire issued ordinary share capital of various companies
operating in the European post-trade market infrastructure, including, inter alia, Euroclear SA/NV, Euroclear Bank, Euroclear Belgium,
Euroclear Finland, Euroclear France, Euroclear Nederland, Euroclear Sweden, Euroclear UK & Ireland and Xtrakter Limited (Xtrakter).
These main group companies are engaged principally in providing settlement and related services for domestic and international securities
transactions, covering bonds, equities, investment funds and derivatives. While Euroclear SA/NV provides system development and support
services, the other entities mentioned act as Central Securities Depositories (CSDs) for Belgian, Dutch, Finnish, French, Irish, Swedish and
UK securities whilst Euroclear Bank acts as an International CSD (ICSD) for international securities.
Xtrakter is a provider of market data, operational risk management, trade matching and regulatory reporting services, and owns a
transaction reporting system named TRAX.
Last year was a very difficult one for the financial industry in general. Many economic issues converged to slow a recovery and created
volatile and stagnant securities market conditions. In this environment, clients and other securities professionals focused on reducing costs
through efficiency gains, limiting risks through automation and increasing liquidity through improved asset optimisation and usage. Farreaching regulatory changes will lead to a reshaping of our sector and the individual business models of our clients.
Providing the most relevant services at the right time to our clients is a key part of our development strategy.
Meeting growing demands for collateral
Euroclear's global 'Collateral Highway' is the first fully open global market infrastructure to source and mobilise collateral across borders. It
is open to all CCPs, CSDs, central banks, global and local custodians, investment and commercial banks. Since its launch in July 2012,
more than 25 central banks have started using the Collateral Highway, as well as major CCPs like LCH.Clearnet, ICE Clear Europe and
CME Clearing Europe. The first CSD outside the Euroclear group to join the Collateral Highway was the CMU unit of the Hong Kong
Monetary Authority. The first ever renminbi triparty repo deal was conducted with them on the Collateral Highway. Other CSDs outside the
Euroclear group and business partners like BNP Paribas Securities Services and Citi are working closely with us to help mutual clients
source and mobilise securities as collateral via the Collateral Highway.
Further efficiency gains
Service enhancements across our group are enabling our clients to increase efficiency, reduce costs and expand their financing
Euroclear Bank achieved further ISO compliance with custody reporting upgrades to increase asset servicing efficiency. The roll-out of new
Open Inventory Sourcing technology enables clients to use assets held in Euroclear group entities, with agent banks and CSDs in
numerous domestic markets as collateral for risk and exposure management purposes via the Collateral Highway. Automated fund
transaction order routing and processing in Euroclear Sweden represents a further step in making post-trade easy for our clients.
ESES clients benefit from new triparty collateral management services with the Banque de France and a highly flexible term DBV collateral
management service was launched by Euroclear UK & Ireland. Euroclear Belgium and Euroclear Nederland continued playing a key role in
the securities dematerialisation process within their respective countries, thus delivering further efficiency gains by removing paper
certificates.
Risk reduction and asset optimisation opportunities through innovation
Better risk control and asset optimisation opportunities will be offered through the gradual roll-out of our new web-based application called
EasyWay. This application will give clients across the group a unique portal to perform operational tasks efficiently and quickly. Using a
smart and user-friendly dashboard, clients will be able to manage all of their Euroclear activities through a single interface, whilst managing
operational risk even better in real time. Leveraging new web and i-pad technologies, Easyway will offer a new user experience and
wireless solutions for clients.
Euroclear plc annual report 2012 Directors' report (continued)
Business partnerships and new industry initiatives
The launch of our Central Data Utility (CDU) in partnership with SmartStream offers clients validated, cleansed and enriched securities
reference data. Through the centralisation and mutualisation of data management services, the CDU increases data accuracy and reduces
client back-office costs. Starting with Eurobond data, the CDU will expand to other asset types from a broad geographic range of markets.
Our partnership with Markit will give the market access to reference data on more than 200,000 Eurobonds.
Euroclear Nederland and Broadridge Financial Solutions are working together to enable local investors to vote electronically at company
general meetings.
Equity issuers in France can now benefit from a comprehensive worldwide shareholder identification service provided by Euroclear France,
in partnership with Capital Precision, which will add shareholder profiles and shareholder benchmark information to issuers.
New industry initiatives
In March 2012, the Hong Kong Monetary Authority (HKMA), Bank Negara Malaysia (BNM) and Euroclear Bank launched a common
platform to ease cross-border investment in and settlement of Asian debt securities. This project has received several innovation awards.
Two Asian CSDs have partnered with us to enhance their investment fund processing infrastructure. Korea Securities Depository (KSD)
linked to Euroclear Bank's FundSettle platform to become part of Korea's infrastructure to process cross-border fund transactions. Taiwan
Depository & Clearing Corporation is now using FundSettle's automated order-routing service.
Euroclear Bank recently linked with the new Russian CSD to offer cross-border post-trade services for Russian government bonds (OFZs).
Similar services are planned for other Russian fixed-income securities in 2013.
Stability in a turbulent environment
With market conditions shifting regularly, Euroclear's reliability and low-risk profile, resilient systems and stable results are the best way to
add value to our clients and for the market.
Our successful handling of the Greek debt restructuring in March – processing more instructions than any other service provider outside
Greece – contributed to the smooth execution of the swap transaction globally.
New Euroclear Bank branch office in Poland
Euroclear Bank has received full regulatory approval to open an operations centre in Krakow, Poland. Euroclear Bank SA/NV (Spółka
Akcyjna) - Oddział w Polsce officially opened on 28 January 2013.
This centre will grow over the next five years to provide a dual-office arrangement with Euroclear Bank's existing operations set-up in
Belgium and will ultimately have several hundred Euroclear employees servicing our global business. We are pursuing this initiative in
order to benefit from a second large employee recruitment pool, ensuring high levels of support for our clients, whilst continuing to improve
our competitiveness.
During 2012 Euroclear started paving the way for setting up the operations center, which is expected to start supporting client business in
Operating highlights
The Euroclear group delivered strong performance during a year that was impacted by uncertainty about the future of the global economy
and the crisis in the euro zone. In addition, far-reaching regulatory reforms in the financial sector and their potential impact on market
participants remained unclear in 2012.
The value of securities held for Euroclear clients at the end of 2012 was a record of €23.0 trillion, a 4% increase compared to €22.1 trillion
Turnover, or the value of securities transactions settled, decreased by 7% to €541.6 trillion in 2012 compared to €580.6 trillion in 2011.
The number of netted transactions settled in the Euroclear group was 158.9 million in 2012, a 3% decrease compared with the 163.3
million reported in 2011.
Euroclear's global Collateral Highway achieved daily outstandings at the end of 2012 of €700.6 billion. Following the successful launch of
the Collateral Highway in July 2012, Euroclear has maintained strong levels in outstandings, which is particularly noteworthy in view of the
general downturn in repo market activity and specifically the deep impact of the European Central Bank's Long Term Refinancing
Operations reducing reliance on funding from the secured repo market.
Average overnight cash deposits increased by 35% to €15.8 billion, demonstrating that clients are sensitive to our strong ratings.
Financial performance highlights
The group's results for the year are set out on page 12 of the Euroclear plc financial statements.
Net fee and commission income is mainly a function of the value of securities deposited in our (I)CSDs, the number of settlement
transactions and the daily value of collateral provision outstanding. The value of bonds is based on nominal value whilst for equities, their
market value is taken into consideration. Net fee income increased slightly to €893 million in 2012 compared to €882 million in the prior
year. This evolution is due to higher safekeeping fees in line with the increase in value of securities held as well as higher other non-volume
related fees, partly compensated by a decrease in settlement fees linked to lower market trading volumes.
Net interest income reached €91 million, a decrease by 20% compared to last year. Our interest income stems principally from Euroclear
Bank's overnight deposits of our clients' cash balances. Although average client overnight deposits reached unprecedented levels, net
interest income is significantly down as a result of the historically low levels of interest rates. Interest income is also generated from the
investment of Euroclear Bank's capital, retained earnings and the proceeds from subordinated debt, which have also yielded lower interest
returns reflecting the downward trend in interest rates.
Operating income reached €1,031 million, growing by €9 million compared with 2011. Operating income is composed of net fee and
commission income, net interest income and other income (respectively 87%, 9% and 4% of 2012 total operating income). Other income in
2012 included a realised profit of €30 million related to the buy back by Euroclear Bank for €196 million of its hybrid capital (issued in 2005
for €300 million).
Administrative expenses decreased by 3% to €701 million in 2012. Operating expenses have been under constant focus over the past
few years, without compromising our risk management or business developments.
Operating profit before impairment and taxation was €330 million, an increase of 12% compared with €296 million in 2011, reflecting the
slight increase in operating income combined with the decrease in administrative expenses thanks to strong cost management.
Impairment charges were recognised in 2012 for €54 million, consisting mainly of goodwill impairment charges of €52 million relating to
Euroclear Sweden and Euroclear Finland. No goodwill impairment charges were recognised in 2011.
Taxes: The tax rate dropped to 15% compared to 25% in 2011. This is due to the partial reversal (€45 million) of the deferred tax asset
write off recognised in 2010 for €117 million.
Profit for the year: The group's profit after tax for the year ended 31 December 2012 amounted to €236 million, compared with a profit of
€221 million for the year ended 31 December 2011.
Balance sheet: Total assets stood at €20,502 million on 31 December 2012, up €3,967 million on the previous year. Loans and deposits
increased by 30% and 31% to €18,051 million and €16,567 million, respectively. Total shareholders' equity increased by 6% to €3,187
million in 2012.
The group continued to hold strong regulatory capital levels with a Tier 1 ratio and a total capital adequacy ratio both at 48% at the end of
2012 compared to 50% at the end of 2011.
Employee evolution
The average number of persons employed by the group during the year was 3,557 compared to 3,693 in 2011. This decrease is the result
of non-replaced departures in the group over the course of the year.
Post balance sheet events
In October 2012, Euroclear signed an agreement to sell Xtrakter to MarketAxess Holdings Inc. As a result, Xtrakter has been presented as
an asset held for sale as of 31 December 2012. The FSA granted regulatory approval for the transaction on 18 February 2013 and the sale
was completed on 28 February 2013.
Information on likely future developments in the business of the company or its subsidiaries
No circumstances occurred that might materially influence the development of the company.
The Euroclear group has continued investing in research and development. These investments are linked to the performance and resilience
of our systems as well as business developments, which are described in more detail in the 'Business review' section of this report.
The group also continued investing in market research in line with its mission to provide increasingly commoditised market infrastructure
The Board is pleased to propose to the Annual General Meeting of shareholders a final dividend of €25.36 (2011: €17.35) per ordinary
share. The payment will be made on 17 June 2013 to shareholders on the register at the close of business on 7 May 2013. This dividend is
evidence that even during current difficult market conditions, the group stays committed to delivering long-term value to shareholders whilst
leaving sufficient means for the group to fund its activity going forward.
The directors of the group who have held office during 2012 to the date of this report are listed on page 11.
The directors of Euroclear plc have no interest in the shares or in the options on shares of any group company.
Directors of Euroclear plc do not participate in a stock option scheme.
Disclosure of branches
Euroclear SA/NV operates three branches in Amsterdam, London and Paris; Euroclear Bank operates two branches in Hong Kong and
Krakow.
Euroclear's approach to corporate governance reinforces our role as a relevant, safe and efficient market infrastructure. We have in place
various means through which we ensure that a broad and balanced range of interested stakeholders have influence over the decisions we
make. These arrangements, which vary from Board membership to participation on market advisory or user committees, form part of our
overall governance framework. These channels of influence enable us to balance the diverse interests of our stakeholders in working
toward the Board's objective of assuring the group's success.
The group's parent company, Euroclear plc, an unlisted UK public limited company, decided some years ago to be guided by the principles
in the UK Corporate Governance Code (the Code) in assessing its governance standards and ensuring they evolve in line with good
governance practice.
Euroclear SA/NV (ESA), owner of and provider of shared services to the operating companies of the group, is regulated by the National
Bank of Belgium and is subject to detailed regulation and oversight on governance matters. In addition, each of our (I)CSDs are regulated
locally and as such are subject to local regulation in respect of their individual governance arrangements. At group level, we have an
overarching governance framework within which there are clear and transparent arrangements for all of our entities to set, achieve and
monitor their objectives.
This section of the Annual Report describes the most pertinent aspects of our governance arrangements by reference to the Code's
principles.
At the end of 2012, our Board was composed of 25 non-executive directors, 20 of whom were senior executives from firms which are clients
of one or more of the (I)CSDs in the group and shareholders of Euroclear plc. The other five directors, including our chairman at that time
(Sir Nigel Wicks) and the two deputy chairmen (Messrs. Jean-Jacques Verdickt and Marc Antoine Autheman), had no affiliation with either
our clients or shareholders.
As part of its self-evaluation process, the Board reviewed again this year its composition and concluded that it is in line with the Board's
approved policy on Board composition. The Board also agreed that it was in the interest of the company to maintain the size of the Board at
around its present level, for review in subsequent self-evaluations.
A list of directors with details of appointments, resignations and attendance at Board and committee meetings during 2012 is set out on
On 31 December 2012, as previously announced, the chairman of the company, Sir Nigel Wicks, retired from the Board after six years and
five months in the post. The Search Committee assisted the Board by leading the process to identify a new chairman. Mr. Marc Antoine
Autheman was appointed as director and Deputy Chairman of Euroclear plc and Euroclear SA/NV on 18 May 2012 and became the new
Chairman on 1 January 2013.
The Board of Euroclear plc, as the ultimate parent company of the group, is responsible for:
ensuring that the necessary financial resources are in place to meet strategic goals;
all shareholder matters, including agreeing dividend policies and payments; and
setting values and standards in governance matters.
The Board of ESA plays a key role in setting the direction of the group. All of the directors on the Euroclear plc Board are also ESA Board
members. The ESA Board is responsible for:
setting group strategy and overseeing its implementation;
ensuring effective controls are in place to enable risk to be properly managed; and
setting the framework for group policies.
Three members of Euroclear group senior management are executive members of the ESA Board. An ESA management committee,
composed of five senior management team members, is in place to which the ESA Board has delegated wide management powers.
There are currently six Board Committees – Audit, Nominations & Governance, Remuneration (which are joint Committees of both
Euroclear plc and ESA), Risk, IT & Operations (which are ESA Committees only) and Operations (which is a Euroclear plc Committee only).
These Committees are established as advisory committees and have been delegated limited and specific decision-making powers. The
detailed role and responsibility of each of the Committees is set out in their terms of reference (available on www.euroclear.com).
The Committees (other than the Operations Committee) meet on a regular basis. The chairman of each Committee reports at the
subsequent Board meeting on the work of the Committee, recommendations proposed and decisions taken. The Operations Committee
meets when there is an urgent administrative matter between Board meetings. There were no such urgent matters in 2012 and, therefore,
that Committee did not meet during the year.
The responsibilities of our Audit Committee are fully in line with the Code's principles. The Committee splits its time principally between
monitoring and reviewing:
the group's internal financial controls, its internal control system and the effectiveness of the group's risk management systems;
the group's financial results, its financial reporting process and the integrity of such reporting.
A report on the company's risk management and internal control systems is set out in Note III of the financial statements.
Risk Committee
The ESA Board has put in place a Risk Committee, which reviews the group's risk profile, major risk issues and policies. Whilst the division
of responsibilities between the Audit Committee and the Risk Committee is clear, these two Committees work together closely to ensure
there is appropriate alignment on important risk issues.
Nominations & Governance Committee
The Nominations & Governance Committee (NGC) leads the process to identify prospective Board and Board Committee members. It also
seeks to ensure that the Board and Board Committees possess the necessary balance of skills and experience to carry out their duties. The
NGC regularly reviews the structure, size and composition of the Board and Board Committees, and makes recommendations in this
respect to the Board.
The NGC also advises the Board on governance matters. The Committee has been following emerging recommendations on board
diversity and will be assisting the Board in developing an appropriate diversity policy for our group.
The Remuneration Committee makes recommendations with respect to remuneration (and associated matters) of the company's directors.
IT & Operations Committee
This Committee assists the Board in overseeing IT and Operations activities within the group.
Board performance
All of our directors receive comprehensive induction training upon joining the Board. In addition, we monitor the need for ongoing Board
member training so that they possess the relevant knowledge and skills to continue fulfilling their role effectively.
As in previous years, the Board and its Committees undertook a self-evaluation to assess their performance during 2012. The NGC decided
that the annual self-evaluation should be facilitated internally this year and will consider whether to do an external evaluation again in 2013.
The Board and its Committees identified some areas for action in their self-evaluation analysis, but concluded that, overall, they continue to
operate effectively.
Market Advisory Committees
We have established user committees known as Market Advisory Committees (MACs) representing each of our CSD markets. The MACs
are a primary source of feedback and interaction between the user community and Euroclear management on significant matters affecting
Relations with shareholders
As outlined above, Euroclear's governance structure comprises a large majority of directors on the Boards of Euroclear plc and ESA who
are individuals employed by firms that use Euroclear's (I)CSD services. All of these firms are also shareholders of Euroclear plc.
The diversity of client and shareholder representation on the Boards gives the Euroclear plc and ESA Boards confidence that they
understand the objectives of the company's shareholders as a whole. This understanding is reinforced by the availability of the Chairman,
Deputy Chairman and Euroclear management to discuss shareholder queries during or after the Annual General Meeting.
The Board has recognised the need to strengthen its shareholder relations, a commitment on which it will work throughout 2013.
In 2012, we launched the 'Euroclear Story' - a group-wide initiative led by an event looking back over the company's history, the current
uncertain financial and economic landscape, whilst defining our goals and strategy to become the industry's preferred choice and essential
business partner.
Client impact
An important element of the Euroclear Story is to make the company more relevant to clients in a period of profound change for the
industry. Our annual Client Survey results in 2012 improved across the group, reflecting the service improvements we have put in place.
Our mission 'Post-trade made easy' is at the heart of our endeavours. With the launch of the Collateral Highway and new communication
interfaces that deliver business-critical information in a single place, we continue to focus on being as client-focused and flexible as
Taking care of our people
Taking care of our people in Euroclear is a multi-faceted function.
Training is an important component and falls into categories of leadership and management; professional skills, market and product
knowledge, technical skills and communication. In 2012, staff attended more than 10,600 training days.
Several initiatives have been introduced in the group to ensure employee well-being, such as an employee assistance programme offering
a confidential third-party service which members of staff can use freely for work and non-work related issues, a group-wide tele-working
programme offering staff the opportunity to work some days from home on a regular basis, as well as subsidised sports clubs and activities
in different locations.
We provide opportunities for those with disabilities in line with their capabilities, including mobility schemes and flexible working hours.
We consult regularly with employees, either directly or through their representatives, to (re)assess their needs. We aim to continuously
develop and improve our support for colleagues across the group.
We measure the engagement of our employees across the group through an annual Climate Survey. The survey, which is administered by
external consultants to ensure confidentiality for the respondents, has returned excellent results in 2012, surpassing the scores of the 2011
survey in every aspect and in every location. The results of the 2011 survey were, in turn, an improvement over the 2010 results. The
response rate of 80% in 2012 was the highest we have recorded, giving us confidence that the results are highly representative of the
organisation as a whole. Despite difficult market conditions, staff remained engaged and positive about the group and the work we are
doing on behalf of the market.
A new programme, where members of staff meet senior managers informally in small groups with no specific agenda, was introduced in
2012. The focus on two-way communication rather than more traditional information delivery programmes has transformed our internal
communications, with both management and staff appreciating the interaction.
Traditional communication channels have been supplemented with in-house TV screens, more videos, and the introduction of e-learning
programmes, all produced in-house.
Rapidly becoming a tradition, our second annual group employee event in 2012 linked staff across Europe and the US to specifically
explore the Euroclear Story. Follow up workshops help staff to find their own place in the story and understand their individual contributions
to our goals.
We also maintain regular and active dialogue with union members and works councils in each location where this representation has been
organised.
Risk management in Euroclear
We have built a strong risk culture and risk management framework. Our Enterprise Risk Management framework is based on relevant
market and regulatory standards. It minimises the risks in delivering settlement and custody services, as well as settlement-related banking
activities. Policies related to each of the relevant risks are in place and our governance structure clearly defines responsibilities for
monitoring and control.
All of our entities face operational risk. Effective monitoring, appropriate reporting and the maintenance of a database of operational risks
containing more than a decade of data enable us to understand and manage operational risk well. Euroclear is designated as critical
national infrastructure in seven countries. We have developed and tested comprehensive processes in all entities to ensure continuous
availability of business-critical services and effective management response to crises. We have three data centres sufficiently far apart to
sustain operations in the event of a regional-scale disaster. Crisis response capability is maintained through regular switches of activity
between the primary data centres and adequate training of staff.
Financial risks are mainly faced by Euroclear Bank in its role as a single-purpose settlement institution. These risks are a by-product of the
services we offer. They are limited by conservative policies, strict limits, carefully selected counterparties and a short duration. The CSDs of
the group only offer securities settlement services in central bank money and do not provide credit to clients. They only engage in
operations with counterparties to invest their own funds.
As a settlement bank, Euroclear Bank mainly faces collateralised intra-day credit exposures on its clients. In addition, it runs credit risk
resulting from the intraday use of a high-quality correspondent network and from short-term placements, mainly by using reverse repos, of
clients' end-of-day cash positions in the market with high-quality counterparties.
Because liquidity is key for the efficient functioning of Euroclear Bank, it has built a strong framework to ensure a high level of
preparedness to cope with unexpected and important liquidity shocks.
A low level of market risk (interest rate and foreign exchange rate risks only) arises as a by-product of the investment of Euroclear Bank's
capital (interest rate risk) and future earnings (interest rate and foreign exchange rate risks). We do not have a trading book. A hedging
strategy was put in place to mitigate interest rate risk and foreign exchange risk.
In anticipation of new European rules regarding recovery and resolution planning, the National Bank of Belgium asked us to prepare a
recovery plan for Euroclear Bank and the Euroclear group. We are progressing well and intend to complete these plans in 2013.
Further information on the risks faced by Euroclear, as well as our risk management strategies, policies and processes can be found in
Euroclear's yearly Pillar 3 report on www.euroclear.com as well as, in less detail, in the Notes to the Consolidated Financial Statements.
The total charitable donations given by the group and its subsidiary undertakings during the year ended 31 December 2012 was €676,000,
a portion of which was donated through the individual 'gift matching' scheme in which Euroclear offers to match every donation its
employees make to charitable organisations that meet the programme's criteria.
Political donations
No political donations were made during the year.
Disclosure of information to the auditors
Each of the persons who is a director at the date of approval of this report confirms that:
· So far as each director is aware, there is no relevant audit information of which the group's auditors are unaware; and
· The director has taken all reasonable steps that he/she ought to have taken as a director in order to make himself/herself aware of any
relevant audit information and to establish that the group's auditors are aware of that information.
Independent Auditors
PwC LLP have indicated their willingness to continue in office. A resolution to reappoint PwC LLP as auditors of the group will be proposed
at the forthcoming Annual General Meeting on 31 May 2013.
By order of the Board
Euroclear plc annual report 2012 Statement of directors' responsibilities
Statement of directors' responsibilities
In relation to the financial statements
The following statement, which should be read in conjunction with the independent auditor's
report, is made with the purpose of distinguishing for shareholders the responsibilities of the
directors from those of the auditors in relation to the financial statements.
The directors are required by the Companies Act 2006 to prepare financial statements for each financial year. Under that law the directors
have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union. In preparing the group financial statements, the directors have also elected to comply with IFRS, issued
by the International Accounting Standards Board (IASB). The financial statements are required by law to give a true and fair view of the
state of affairs of the group and the parent company at the end of the financial period and of the profit or loss of the group and the parent
company for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state that the financial statements comply with IFRS as adopted by the European Union and IFRS issued by IASB; and
prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the group will continue in
The directors confirm that they have complied with the above requirements in preparing the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions
and disclose with reasonable accuracy and at any time the financial position of the group and the parent company and enable them to
ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
parent company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each person who is a director at the date of approval of this report confirms that:
so far as each director is aware, there is no relevant audit information of which the company's auditors are unaware; and
each director has taken all reasonable steps that he/she ought to have taken as a director to make himself/herself aware of any
relevant audit information and to establish that the company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418(2) of the Companies Act 2006.
Euroclear plc annual report 2012 Euroclear plc Board and Committees
Euroclear plc Board and Committees - current composition
As at 31 December 2012
Marc Antoine Autheman, Chairman from 1
January 2013 (appointed 18 May 2012)
Sir Nigel Wicks (resigned 31 December 2012
as Director and Chairman)
Jean-Jacques Verdickt
(Deputy Chairman)
(chair)
Nominations &
Michel Berthezène
Stephen Davies
Drew Douglas
Erik Dralans
Mary M. Fenoglio
Senior Independent Director
4(4)(chair)
Tsutomu Hattori
William Higgins
Mathias Hlubek
Toru Horie
(appointed 24 April 2012)
Peter T. Johnston
Timothy F. Keaney
(resigned 12 July 2012)
Francis La Salla
(appointed 26 September 2012)
2(3) (chair)
Vivien Levy-Garboua
François Marion
Nils-Fredrik Nyblaeus
Bruno Prigent
Martin Slumbers
John Stewart
Clare Woodman
Eddy Wymeersch
Frank DeCongelio
(resigned 15 November 2012)
Joseph C. Antonellis
Mark S. Garvin
Committee*
2(3) (external advisor)
() The figure in brackets indicates the maximum number of meetings the director could have attended
(*) No meetings of the Operations Committee were held in 2012
Euroclear plc (registered number 01060802) annual report 2012 Consolidated financial statements
Consolidated income statement
For the year ended 31 December 2012
(€'000)
Net interest incom e
Fee and commission income
Fee and commission expense
Net fee and com m ission incom e
Net interest and fee incom e
Dividend income
Realised gains on f inancial liabilities measured at amortised cost
Net gains/(losses) on f inancial assets and liabilities held f or trading
Realised gains/(losses) on investment securities
Net gains/(losses) on f oreign exchange
Operating incom e
Operating profit/(loss) before im pairm ent and taxation
Operating profit/(loss) before taxation
XII, XIII
For the companies included in the group, see Note II to the parent company financial statements.
The accompanying Notes form an integral part of these financial statements.
Euroclear plc (registered number 01080602) annual report 2012 Consolidated financial statements (continued)
Note s
Gros s
Ne t
- A vailable-f or-sale f inancial assets
XIV , XXV
- Cash f low hedges
XV I, XXV
- Hedge of net investments in f oreign operations
- Foreign currency translation reserve
- Disposal groups held f or sale
Recyclable subsequently to prof it or loss
- Def ined benef it plans
Not recyclable to prof it or loss
Change s in Othe r com pre he ns ive incom e
Othe r com pre he ns ive incom e for the ye ar
Profit/(los s ) for the ye ar
Total com pre he ns ive incom e for the ye ar
Consolidated statement of changes in equity
At 1 January 2012
Retained
prem ium
Changes in Other comprehensive income f or 2012
- Available-for-sale f inancial assets
- Cash flow hedges
- Disposal groups held for sale
Transfer to legal reserve
At 31 Decem ber 2012
- Defined benefit plans
Prof it/(loss) for the year
Dividends paid
- Hedge of net investments in foreign operations
Transfer to retained earnings
Cash and balances w ith central banks
Available-for-sale financial assets
Financial assets held for trading
Derivatives used for hedging
Current income tax assets
Pre-payments and accrued income
Deferred income tax assets
Goodw ill and intangible assets
Non-current assets and assets of disposal groups classified as held for sale
Deposits from central banks
Deposits from banks and customers
Financial liabilities held for trading
Accruals and deferred income
Current income tax liabilities
Deferred income tax liabilities
Provisions for liabilities and charges
Pension deficit
Redeemable preference shares
Non-current liabilities and liabilities of disposal groups classified as held for sale
Called up share capital
Share premium account
Other reserves
Total shareholders' equity
These financial statements were approved by the Board of Directors on 5 March 2013 and signed on its behalf by
Marc Antoine Autheman, Chairman of the Board
Profit/(Loss ) before taxation
Adjustments f or:
- Depreciation and amortisation
XVII, XVIII
- Impairment
- Interest paid on redeemable preference shares
- Interest on subordinated loan added back
- Realised (gains)/losses on investment securities
- Realised gains on f inancial liabilities measured at amortised cost
VIII, XXII
- Dividends received
- (Gains)/losses on disposal of property, plant and equipment
- Provisions for liabilities and charges
Other non-cash movements
Cash flow s from ope rating profit/loss be fore change s in operating asse ts /liabilities
Net increase/(decrease) in deposits from banks and customers
Net (increase)/decrease in monetary reserve
Net (increase)/decrease in loans and advances
Net (increase)/decrease in other assets
Net increase/(decrease) in other liabilities
Net cash inflow /(outflow ) from ope rating activitie s
Tax paid
Cash flow s from inves ting activitie s
Purchase of available-for-sale f inancial assets
Proceeds f rom redemption and disposals of available-for-sale financial assets
VIII, XIV
Proceeds f rom redemption and disposals of held-to-maturity financial assets
Purchase of property, plant and equipment
Purchase of intangible assets
Sale of property, plant and equipment
Dividends received
Net cash use d in investing activitie s
Cash flow s from financing activitie s
Interest paid on redeemable pref erence shares
Interest paid on subordinated liabilities
Repurchase of subordinated liability
Equity dividends paid
Net cash use d in financing activities
Net increas e/(de cre ase ) in cash and cas h e quivalents
Cash and cash equivalents at beginning of year
Ef fect of exchange rate changes on cash and cash equivalents
Cash and cas h e quivalents at e nd of ye ar
Cash and cash equivalents at end of year comprise:
Cash and balance s w ith central banks
Excluding monetary reserve
Loans and advance s
Excluding loans and advances w ith intitial maturity above three months
Euroclear plc annual report 2012 Notes to the consolidated financial statements
Euroclear plc (the Company) and its subsidiaries (together, the group) arrange for the provision of settlement and related services, including
banking services in the case of Euroclear Bank, for domestic and international securities transactions, covering bonds, equities, investment
funds and derivatives.
Euroclear plc is a limited liability company and is incorporated in the United Kingdom. The address of its registered office is:
London EC4M 5SB
The company is domiciled in Switzerland, with its executive office located at:
The full list of subsidiaries of the group can be found in Note II to the parent company financial statements.
II. Accounting policies
II.1. Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the
European Union (IFRSs as adopted by the EU), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting
under IFRS.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain
financial instruments.
The EU has not endorsed IAS 39 Financial Instruments: Recognition and Measurement as issued by the IASB, deciding instead to amend
some of the hedge accounting requirements. The group has not applied these hedge accounting requirements and has therefore effectively
also complied with IAS 39 in full as issued by the IASB.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note IV.
II.1.a. Adoption of amendments to standards
The following amendments to standards became effective on 1 January 2012:
- Amendments to FRS 7 Financial Instruments: Disclosures - Transfer of Financial Assets
- Amendments to IAS 12 Income Taxes - Deferred tax: Recovery of Underlying Assets
- Amendments to IFRS 1 First Time adoption of IFRS - Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters
- IFRIC 14 Prepayments of a Minimum Funding Requirement
- Improvements to IFRS (issued by the IASB in May 2010)
The application of these amended standards has no impact on the group's financial statements.
II.1.b. Standards, amended standards and interpretation endorsed by the EU, but effective on 1 January 2013
The group has chosen not to adopt early the following standards, amendments to standards:
- IFRS 13 Fair Value Measurement
- Revision to IAS 19 Employee Benefits
- Amendments to IAS 1 Presentation of Items in Other Comprehensive Income
- Amendments to FRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities
- Amendments to IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities
- Amendments to IFRS 1 First Time Adoption of IFRS - Government Loans
The application of these standards and amended standards will have no impact on the group's financial statements in the period of initial
application, with the exception of IAS 19. The adoption of revised IAS 19 will involve: (i) the re-measurement of defined benefit obligations
to include unrecognised past service cost, taxes and administrative expenses; (ii) the recognition of all past service costs in profit and loss;
and (iii) the sum of the former interest cost and expected return being replaced by a new interest cost calculated on the unfunded liability.
These changes are not expected to have a material impact on the group's financial statements.
II.2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. Unless otherwise
stated, these policies have been consistently applied to all the years presented.
Euroclear plc annual report 2012 Notes to the consolidated financial statements (continued)
II.3. Consolidation
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying a
shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date that control is transferred to the
group. They are de-consolidated from the date that control ceases.
In accordance with IFRS 3, the cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange. Costs directly attributable to the acquisition are expensed. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest.
The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets is recognised as goodwill. If the
cost of acquisition is less than the fair value of the group's share of the net assets of the subsidiary acquired, the difference is recognised
directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Where permitted under local legislation,
the accounting policies of subsidiaries have been changed to ensure consistency with the policies of the group.
Business combinations involving entities under common control were specifically excluded from the scope of IFRS 3 Business
combinations. The group has therefore applied the guidance provided by IAS 8 Accounting policies, changes in accounting estimates and
errors, which requires management to consider the requirements and guidance in other international standards and interpretations dealing
with similar issues. Management have therefore applied the UK GAAP requirements of Financial Reporting Standard (FRS) 6 Mergers and
acquisitions for such business combinations involving entities under common control. This standard allows the assets and liabilities of the
parties to the combination to be retained at their book value.
II.4. Segment reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The
chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has
been identified as the Euroclear SA/NV Management Committee.
II.5. Foreign currency translation
II.5.a. Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The consolidated financial statements are presented in euro, which is the
Company's functional and presentation currency.
II.5.b. Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when
deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Translation differences on non-monetary items
measured at fair value through profit or loss are reported as part of the fair value gain or loss. Translation differences on other non-monetary items are included in the foreign currency translation reserve.
II.5.c. Group companies
The results and financial position of all the group's entities that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
- assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the balance sheet date;
- income and expenses for each income statement are translated at average exchange rates for the year; and
- the resulting exchange differences are recognised in the foreign currency translation reserve.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments, are taken to other comprehensive income, in the foreign currency
translation reserve and in the hedge of net investments in foreign operations reserve. When a foreign operation is sold, such exchange
differences are recognised in the income statement as part of the gain or loss on the sale.
None of the group companies has used the currency of a hyperinflationary economy as its functional currency.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and
translated at the closing exchange rate.
II.6. Revenue recognition
II.6.a. Interest income and expense
Interest income and expense are recognised in the income statement for all instruments measured at amortised cost using the effective
interest rate method. This is a method of calculating the amortised cost of a financial asset or liability and of allocating the interest income or
interest expense over the relevant accounting years.
The effective interest rate is the rate that exactly discounts the estimated cash payments or receipts over the expected life of the instrument
to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the future expected cash
flows are estimated after considering all the contractual terms of the instrument, but not future credit losses.
Group loans to, and deposits from, banks and customers are principally related to Euroclear Bank clients' cash accounts operated in
connection with their securities settlement activity, with balances generally changing on a daily basis. Time deposits and the re-deposits of
surplus funds rarely have maturities of more than three months and accordingly the effective interest rate method is not used.
Interest income and expense on derivative instruments are recorded in profit and loss on an accrual basis.
II.6.b. Fee and commission income and expense
Fee and commission income and expense which respectively represent a return and cost for services rendered (e.g. safekeeping,
settlement and custody) are recognised in the income statement when the related service is performed Safekeeping fees are based on the
monthly average depot value of securities held in custody, while settlement fees are based on the number of settled transactions. Rebates
granted are deducted from fee and commission income when declared.
Fee and commission income and expense, which represent a return for credit risk borne or which are in the nature of interest (securities
borrowing), are recognised in the income statement over the period of the loan, or on a systematic basis over the expected life of the
transaction to which they relate, net of rebates granted.
II.6.c. Dividends
Dividends on available-for-sale equity instruments are recognised in the income statement when the group's right to receive payment is
II.6.d. Gains and losses on disposals
Gains and losses on disposals of property, plant and equipment, determined by comparing proceeds with the carrying amount, are included
in the income statement in other operating income and administrative expenses respectively.
II.7. Financial instruments
Financial assets are classified into held-to-maturity investments, available-for-sale financial assets, held for trading, or loans and
receivables. The group has not designated any financial instrument as at fair value through profit or loss.
II.7.a. Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the group's
management has the positive intention and ability to hold to maturity. In accordance with IAS 39, the disposal of any more than an
insignificant amount of held-to-maturity assets will result in the entire category being tainted and reclassified as available-for-sale for a
period of two years (provided no further tainting occurs). Held-to-maturity assets are recognised in the balance sheet on settlement date at
fair value plus any directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method
less any impairment losses.
II.7.b. Available-for-sale investments
Available-for-sale investments are those financial assets including debt securities and equity shares which are intended to be held for an
indefinite period of time, but which may be sold in response to changes in the group's financial environment.
Available-for-sale investments are recognised in the balance sheet on settlement date at fair value. Gains or losses arising from changes in
the fair value of such assets are recognised directly in equity, until the asset is either sold, matures or becomes impaired, at which time the
cumulative gain or loss previously recognised in equity is released to the income statement. Interest revenues are recognised using the
effective yield method.
The fair value of listed debt securities and equity shares reflects the published price at the balance sheet date. In the case of investments
with no listed market price, a valuation technique (e.g. recent transactions between willing and knowledgeable parties, discounted cash
flows and market multiples) is applied. Where the fair value of unlisted equity investments cannot be reliably measured, they continue to be
valued at cost.
II.7.c. Held for trading
A financial asset is classified as held for trading if it is:
- acquired for the purpose of selling or repurchasing in the near term;
- part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern
of short-term profit taking; or
- a derivative that is not a designated and effective hedging instrument.
II.7.d. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They
are initially recognised in the balance sheet on settlement date at fair value plus directly related transaction costs, if any, when cash is
advanced to the borrowers. They are subsequently measured at amortised cost using the effective interest method.
Long-term loans or receivables that carry no interest are initially recognised at the net present value of all future cash receipts discounted
using applicable market interest rates at origination. The difference between nominal value and net present value is recognised in the
income statement over the life of the investment using the effective interest rate.
II.8. Borrowings
Borrowings are recognised initially at fair value, being the issue proceeds (fair value of consideration received) net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds net of transaction costs and the
redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method.
Preference shares, which carry a mandatory coupon, or which are redeemable on a fixed or determinable future date, are classified as
financial liabilities and are presented in other borrowed funds. The coupon on these preference shares is recognised in the income
statement as interest expense.
II.9. Derivative financial instruments and hedge accounting
All derivative financial instruments are recognised, and subsequently re-measured, at fair value. Derivative fair values are determined from
quoted prices in active markets where available. Where there is no active market for an instrument, fair value is derived from prices for the
derivative's components using appropriate pricing or valuation models.
Gains and losses arising from changes in fair value of a derivative are recognised as they arise in profit and loss, unless the derivative is
part of a qualifying hedge.
Hedge relationships are formally documented at inception. The documentation includes identification of the hedged item and the hedging
instrument, and explains the risk that is being hedged and the way in which effectiveness of the hedge relationship will be assessed at
inception and during the period of the hedge. If the hedge is not highly effective in offsetting changes in fair values or cash flows attributable
to the hedged risk, consistent with the documented risk management strategy, hedge accounting is discontinued. In such circumstances,
the ineffective portion retained in equity is immediately recycled to profit and loss.
The group may enter into three types of hedges: hedges of changes in the fair value of a recognised asset or liability or firm commitment
(fair value hedges), hedges of the variability in cash flows from a recognised asset or liability or a forecast transaction (cash flow hedges),
and hedges of the net investment in a foreign entity (net investment hedges).
II.9.a. Fair value hedges
Changes in the fair value of derivatives that are designated and which qualify as fair value hedges are recorded in the profit and loss
account, together with the gain and loss on the hedged item attributable to the hedged risk.
II.9.b. Cash flow hedges
In the case of a cash flow hedge, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge
should be recognised directly in equity and released to profit and loss when the forecasted transaction affects profit and loss. The
ineffective portion of the gain or loss on the hedging instrument is recognised immediately in the profit and loss account.
II.9.c Net investment hedges
A hedge of a net investment in a foreign operation is accounted for similarly to cash flow hedges. The portion of the gain or loss on the
hedging instrument that is determined to be an effective hedge is recognised directly in equity and released to profit and loss on disposal of
the foreign operation. The ineffective portion of the gain or loss on the hedging instrument is recognised immediately in the profit and loss
II.10. Impairment of financial assets
The group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets
classified as held-to-maturity, available-for-sale or loans and receivables is impaired. A financial asset or portfolio of financial assets is
impaired and an impairment loss recognised where there is objective evidence that an event occurring after initial recognition of the asset
has adversely affected the amount or timing of future cash flows and this effect can be reliably estimated.
For financial assets carried at amortised cost, the amount of the impairment loss is measured as the difference between the carrying
amount of the financial asset and the present value of estimated future cash flows discounted at the original market rate of return for a
similar financial asset.
Cash flows relating to short-term receivables (less than three months) generally are not discounted. Impairment losses are recognised
immediately in profit and loss. If, in a subsequent year, the amount of the impairment or bad debt loss decreases and the decrease can be
related objectively to an event occurring after the recognition of the original loss, this loss is reversed. The reversal shall not result in a
carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at
the date the impairment is reversed.
For financial assets carried at fair value, if there is objective evidence of impairment of an available-for-sale financial asset, the cumulative
net loss (difference between amortised acquisition cost and current fair value less any impairment loss previously recognised in profit or
loss) that has previously been recognised in equity is removed and recognised in the income statement. If, in a subsequent year, the fair
value of an available-for-sale debt instrument increases and the increase can be objectively related to an event occurring after the loss was
recognised, the loss may be reversed through profit and loss. Impairments on investments in equity securities cannot be reversed.
II.11. Purchase and resale agreements
Securities purchased under agreements to resell (reverse repos) are recorded as loans and advances to other banks or customers, as
appropriate. The difference between the sale and repurchase price is treated as interest and accrued over the life of the agreements using
the effective interest method.
Securities sold subject to repurchase agreements (repos) are not entered into by the group.
II.12. Goodwill and intangible assets
II.12.a. Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the group's share of the identifiable net tangible and
intangible assets of an acquired entity at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses and tested
for impairment annually or more frequently where events or changes in circumstances indicate that it might be impaired. For the purpose of
impairment testing, goodwill is allocated to cash-generating units, the smallest identifiable group of assets that generates cash inflows that
are largely independent of the cash inflows from other assets or groups of assets. If impairment is identified, the carrying value of goodwill is
written down to its net recoverable amount. Impairment losses are immediately recognised in profit and loss and are not subsequently
II.12.b. Computer software
Computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software.
These costs are amortised on a straight-line basis.
Costs associated with the development phase of computer software being developed by, and for use of, the group are capitalised only
when the following can be demonstrated:
- technical feasibility;
- intention to complete;
- ability to use or sell the asset;
- generation of probable future economic benefits;
- availability of technical, financial and other resources; and
- reliable measurement of attributable expenditure.
Borrowing costs that are directly attributable to the acquisition or development of software are considered as part of the cost of the software.
The cost of internally developed software is amortised using the straight-line method over its estimated useful life. The estimated useful life
of purchased and internally developed software is three to five years.
Impairment tests are performed annually or more frequently if events or circumstances indicate that the asset might be impaired.
Costs associated with maintaining or upgrading computer software programmes are recognised as an expense as incurred.
II.12.c. Other intangible assets
At the time of a business combination, part of the cost might be attributed to one or more intangible assets when these are separable or arise
from contractual or other legal rights (such as contractual customer relationships), provided a fair value can be measured reliably.
For each asset, the expected useful life is also assessed. Where this is a finite period, the cost of the asset will be amortised using the straight-line
method over that period. The estimated useful life is assessed to be indefinite when, following an analysis of all the relevant factors, there is no
foreseeable limit to the period over which the asset is expected to generate net cash inflows. In such circumstances, the cost will not be amortised.
The amortisation period and amortisation method for assets with a finite life are reviewed at least at each financial year-end, and changed when
necessary.
For assets with an indefinite life, impairment tests are performed annually or more frequently if events or circumstances indicate that the asset
might be impaired.
II.13. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Where an item of property, plant and equipment comprises major
components having different useful lives, these components are accounted for separately.
Borrowing costs that are directly attributable to the acquisition of an asset are considered as part of the cost of the asset.
Subsequent costs are included in the asset's carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the group and the cost can be measured reliably. All other costs are charged to the
income statement during the financial year in which they are incurred.
Depreciation on property, plant and equipment is determined using the straight-line method to allocate the depreciable amount (difference
between the cost and the residual value) over its estimated useful life.
The estimated useful life of property, plant and equipment is as follows:
- freehold and long leasehold buildings: 25 to 40 years;
- building enhancements: 20 years;
- leasehold improvements: shorter of economic life and period of lease;
- data processing and communications equipment: between four and five years; and
- fixtures, fittings and furnishings: seven to ten years.
Land is not depreciated.
II.14. Leases
Contracts to lease assets are classified as finance leases where they transfer substantially all the risks and rewards of ownership of the asset to the
customer. Contracts not deemed to be finance leases are treated as operating leases.
Assets provided under finance leases are included within fixed assets at cost and depreciated over their economic useful lives taking into account
anticipated residual values.
Operating lease income and charges are adjusted where relevant by lease incentives and are recognised on a straight-line basis over the life of
the lease.
When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor, or received from the
lessee by way of penalty, is recognised as an expense or income in the period in which termination takes place.
II.15. Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise balances with an original maturity of not more than three
months, including cash and non-restricted balances with central banks, and loans and advances to banks and other customers.
II.16. Provisions
Provisions are recognised where:
- there is a present obligation arising from a past event;
- there is a probable outflow of resources; and
- the outflow can be estimated reliably.
Provisions are recognised in respect of onerous contracts where the unavoidable costs of the future obligations under the contract exceed
the economic benefits expected to be received.
Contingent liabilities are possible obligations whose existence depends on the outcome of one or more uncertain future events not wholly
under the control of the group. For those present obligations where the outflows of resources are uncertain, or in the rare cases where
these outflows cannot be measured reliably, this will give rise to a contingent liability. Contingent liabilities are not recognised in the financial
statements but are disclosed, unless they are remote.
II.17. Employee benefits
II.17.a. Pension obligations
The group operates a number of post-retirement benefit schemes for its employees, including both defined contribution and defined benefit
pension plans.
A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity and has no legal or
constructive obligation to pay further contributions.
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.
The liability recognised in the balance sheet in respect of defined benefit plans is the present value of the defined benefit obligation at the
balance sheet date less the fair value of plan assets, together with adjustments for unrecognised past service costs. The defined benefit
obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related
pension liability. For countries without a deep corporate bond market, reference is made to the redemption yield on government bonds.
All actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in equity in the
year in which they occur.
Past service cost is recognised in the profit and loss account over the average period until the benefits become vested. If the benefits are
already vested, the past service cost is recognised immediately.
The costs of defined contribution plans are charged to the income statement in the period in which they fall due.
II.17.b. Other post-retirement benefits
Some group companies provide post-retirement healthcare benefits to their retirees. The expected costs of these benefits are accrued over the
period of employment using an accounting methodology similar to that for defined benefit pension plans. Actuarial gains and losses arising from
experience adjustments and changes in actuarial assumptions are charged or credited to equity. These obligations are valued annually by
independent qualified actuaries.
II.18. Current and deferred income taxes
Current tax payable on profits, based on the applicable tax law in each jurisdiction, is recognised as an expense in the year in which profits arise.
Deferred income tax is provided in full, using the liability method, on temporary timing differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted in each relevant country by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
The principal temporary differences arise from:
- depreciation of tangible fixed assets and amortisation of intangible assets;
- revaluation of certain financial assets and liabilities, including derivative contracts;
- provisions for pensions and other post-retirement benefits;
- tax losses carried forward; and
- in relation to acquisitions, the difference between the fair values of the net assets acquired and their tax base.
Temporary differences on the initial recognition of assets and liabilities other than those acquired in a business combination are not recognised
unless the transaction affects accounting or taxable profit.
Deferred tax assets, including those related to income tax losses available for carry forward, are recognised when it is probable that future
taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising from investments in subsidiaries and associates, except where:
- the timing of the reversal of the temporary timing difference is controlled by the group; and
- it is probable that the difference will not reverse in the foreseeable future.
Current tax assets and liabilities are offset when they arise in the same entity and where there is both a legal right of offset and the intention to
settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax related to a transaction or event which is charged or credited directly to equity (e.g. fair value re-measurement of available-forsale investments and cash flow hedges) is also credited or charged directly to equity and is subsequently recognised in the income statement
together with the deferred gain or loss.
Deferred tax assets and liabilities are not discounted.
II.19. Dividends
Dividends on ordinary shares are recognised in equity and as a liability in the year in which they are approved by the Company's shareholders.
Dividends for the year that are declared after the balance sheet date are not recognised as a liability and are instead disclosed as subsequent
III. Risk management and the financial risk management environment
III.1. Managing business in a risk-controlled environment
III.1.a. Enterprise Risk Management: A coherent framework
The Risk Management function has developed a comprehensive risk framework, based on an Enterprise Risk Management (ERM)
approach, an internal view on the capital needed by each entity, as well as appropriate policies and procedures. These cover both day-today operational and risk/control processes to identify, monitor and mitigate risks and incident response processes. Euroclear uses the ERM
framework to help risk owners take decisions in line with the Company's risk appetite and apply
effective controls in line with Euroclear's intention to maintain a low-risk profile.
Euroclear's ERM framework is based on relevant market and regulatory standards, including the work of the Committee of Sponsoring
Organizations of the Treadway Commission (COSO); ISO 31000:2009 principles and generic guidelines on risk management and ISO
27001:2005 for Information Security; the Recommendations for Securities Settlement Systems (RSSS) published by the European System of
Central Banks (ESCB) and the Committee of European Securities Regulators (CESR); and other relevant requirements, standards and guidelines
issued by international, European and local regulatory bodies, including the Basel Committee on Banking Supervision (BCBS) and the Committee
on Payment and Settlement Systems of the International Organization of Securities Commissions (CPSS-IOSCO).
Core to the framework is the risk register, which captures the risks that Euroclear faces in pursuing its corporate objectives. It distinguishes
six principal risk categories. Credit, liquidity and operational risks arise from the provision of day-to-day services, while market, business
and strategic risks relate to the environment in which Euroclear operates. The Board and management set explicit or implicit limits on the
amount of risk that Euroclear entities can absorb (risk tolerance) and/or are prepared to accept (risk appetite).
In line with best market practice, Euroclear has adopted a three lines of defence model:
- as the first line of defence, line management identify, define and operate the control environment to help them achieve their business
objectives and control the risks that prevent them from achieving these;
- as the second line of defence, Risk Management define the control environment framework in line with regulations and internal policies.
They monitor the Risk and Internal Control environment in a changing internal and external environment and report, challenge or escalate
to management risks or control defects. Compliance monitor, test and report to management on controls relating to laws and regulations
and advice on remedial actions;
- as the third line of defence, Internal Audit independently review and test the control framework and report to management about the
adequacy and effectiveness of the control environment.
The risk register is supported by High Level Control Objectives (HLCOs), established by the Management Committee to mitigate the risks.
These HLCOs encompass all high-level processes that individual business areas need to realise to achieve their business objectives. Each
of the HLCOs has a senior business management owner who is accountable for ensuring that risks are appropriately mitigated.
The HLCOs are supported by level two control objectives explaining in more detail how each business area achieves their control
objectives. The level two control objectives are supported by detailed controls and control processes, designed by line management and
describe how to mitigate the risks impacting their business activities.
These control objectives are the foundation of Euroclear's Internal Controls System (ICS) and form the basis of the annual Risk & Control
Self-Assessments (RCSAs). During the self-assessments both the HLCOs and level two control objectives are re-validated with each of the
owners. Risk Management then consolidates and summarises the results of the self-assessments, discusses them with the Management
Committee of Euroclear SA/NV and its subsidiaries and reports its conclusions to the Board of Euroclear SA/NV.
Several Euroclear entities, including Euroclear Bank, also make audited ISAE 3402 control statements to inform clients and other stakeholders
about their control environments. In addition, our CSDs and Euroclear Bank update annually the Disclosure Framework for Securities
Settlement Systems, which is one of the requirements for compliance with the RSSS.
III.1.b. Operational risk management
All our entities face operational risks. We use Key Risk and Performance Indicators and regular self-assessments to effectively monitor
operational risks. Incidents are appropriately reported. Our operational risk loss database contains more than a decade of data and we
receive external loss data from the international Operational Riskdata eXchange Association (ORX).This helps us to understand and
manage operational risks well.
Our Information Security (IS) ICS is part of the ERM framework and is aligned with international control frameworks.
As critical financial market infrastructure in Belgium, Finland, France, The Netherlands, Sweden and the United Kingdom we regularly
receive threat assessments from the national security agencies from which we derive a standardised threat profile, supplemented annually
by a more strategic IS threat assessment. This forms the annual IS risk assessment from which risk treatment plans are derived. We
identify and rank IS risks and mitigate them within our defined risk appetite.
Our IS ICS includes processes to ensure continuous availability of business-critical services and effective management response to crises.
All entities perform annual business impact analyses to identify their critical business services and recovery time objectives. We have three
data centres sufficiently far apart to sustain operations in the event of a regional-scale disaster. Production activity switches between sites
every two months and an annual regional disaster recovery exercise provides assurance of business resilience. Crisis response capability
is maintained and tested through a comprehensive crisis management training programme.
III.2. Euroclear group financial risk management
Credit risk is defined as the risk of loss arising from the failure of a counterparty to meet its obligations to Euroclear. Liquidity risk is the risk of loss
arising from Euroclear being unable to settle an obligation for full value when due. Liquidity risks does not imply that Euroclear is insolvent since it
may be able to settle the required debit obligations at some unspecified time thereafter. Market risk is the uncertainty on future earnings and on
the value of assets and liabilities (on or off balance sheet) due to changes in interest rates and foreign exchange rates.
The framework put in place at Euroclear ensures that financial risks are tightly controlled. At the level of Euroclear Bank, the core of this
framework is formed by separate Board policies for market, credit and liquidity risks. These Board policies define the risk appetite of Euroclear
Bank and formulate a risk and control statement, as well as the principles by which Euroclear Bank seeks to ensure effective assessment and
management of these risks. The Euroclear Bank Board, through the Audit Committee, oversees the implementation of these policies and reviews
them at least every two years. Board policies are complemented by management resolutions and implementation procedures. The risk control
framework of the Euroclear CSDs reflects the limited purpose statutory goal of these entities, as well as their risk-averse nature and the stringent
regulatory regime in which they operate.
III.3. Credit risk
Euroclear Bank has never suffered a credit loss in its entire history, not even during periods of market turmoil. This is largely due to the very short
duration of credit exposures which, in general, are intra-day. In addition, Euroclear Bank applies very strict collateralisation rules. More than 99%
of its credit exposures are collateralised, mostly with very high-quality collateral.
In addition, Euroclear Bank also has treasury exposures resulting from clients' end-of-day cash positions. These balances are usually placed in
the market with high-quality counterparties, preferably by using reverse repurchase agreements (repos). The risks are limited by their short
duration (mainly overnight), as well as policy limits.
Euroclear CSDs
As their transactions settle in central bank money, Euroclear CSDs have no direct cash relationship with their clients. Consequently, they cannot
extend loans or credit facilities to their customers. The CSDs can potentially face a certain level of credit risk arising from the non-payment of fees
by their clients, albeit for limited amounts considering both the frequency of the billing and their relatively broad customer base. Therefore, each
CSD of the group is required by its home regulator to hold enough liquidity to cover such risks. Finally, the CSDs are also exposed to the credit
risk related to the reinvestment of their cash surplus with their bank counterparties. To limit the credit risk taken on such counterparties, the banks
that are considered for these investments should at least have a rating of AA- or above. However, in the current market context, where a large
number of institutions suffer from issuer credit rating downgrades, a list of A+ rated banks has exceptionally been considered, where government
support is provided to them. The type of instruments used is limited to short-term or overnight deposits.
III.3.a. Maximum credit exposure
The table below summarises the maximum exposure to credit risk (net of any impairment losses recognised in accordance with IAS 39),
which for the purpose of this annex is defined as the net carrying amount as reported in the financial statements, without taking into account
any collateral held or other credit enhancement attached.
At 31 December
Financial assets
- Cash and balances w ith central banks
- Loans and advances
- Available-f or-sale f inancial assets
- Financial assets held for trading
- Derivatives used f or hedging
Total financial assets
Securities lending indem nifications
At 31 December, the secured exposure amounted to €22,192,194,000 in 2012 (2011: €18,572,374,000), while the unsecured exposure
amounted to €6,650,879,000 in 2012 (2011: €8,597,006,000). Accrued interest income on financial assets amounted to €12,268,000 (2011:
€14,564,000). Secured exposure includes €11,594,232,000 of reverse repo transactions (2011: €6,023,713,000).
The credit quality of balances with central banks and the portfolio of loans and advances can be assessed by reference to the internal rating system
adopted by the group.
Rating (in % )
A t 31 December
Eaaa
Ebbb+ and Ebbb
Ebbb- and below
The internal rating 'Eaa' shown above sums up the ratings 'Eaa-', 'Eaa' and 'Eaa+' of Euroclear Bank's internal ratings scale. Accordingly, the
internal rating 'Ea' sums up the ratings 'Ea-', 'Ea' and 'Ea+' of the internal ratings scale.
The table below presents an analysis of the held-to-maturity financial assets and the available-for-sale financial assets (excluding equity shares) by
rating agency designation based on Standard & Poor's ratings or their equivalent:
To tal
III.3.b. Credit risk mitigation
Euroclear Bank aims at mitigating most of the credit exposure on its clients, preferably by relying on securities or cash collateral held and pledged
within the clients' accounts in Euroclear Bank. Frequent monitoring shows that more than 95% of the collateral pledged in the Euroclear System has
investment grade quality. As clients' credit facilities are multipurpose and multicurrency, clients can use the collateral pledged to Euroclear Bank to
guarantee all the obligations they have with Euroclear Bank, irrespective of the nature of the exposure and the original currency.
In order to accurately determine the value of the collateral it takes, Euroclear Bank has developed a dynamic internal collateral valuation model
taking into account market, credit, country and liquidity risks. Haircuts are computed at least once a day for each security, reflecting the latest
market risk factors and conditions. The collateral valuation model is back-tested and stress tested each year. The collateral valuation model has
provided continually adequate valuations, even during periods of highly volatile markets.
Euroclear Bank's secured exposure relates to overdrafts or fixed-term advances granted to clients, guarantees issued to securities lenders in the
context of the securities lending and borrowing programme, and reverse repos.
III.3.c. Concentration risk
Concentration limits are set to ensure that the group does not take too large an exposure on too few clients or counterparties. Under EU and
Belgian banking regulations, large individual exposures have to remain below 25% of their own funds (Tier 1 + Tier 2 less deductions). This applies
to Euroclear Bank, as well as to Euroclear SA/NV and Euroclear Belgium, as these entities, all located in Belgium, are subject to the same capital
adequacy rules. This stems from their regulatory status, under regulations applicable in Belgium, of "settlement institution" for Euroclear Belgium,
and "company assimilated to a settlement institution" for Euroclear SA/NV.
In order to mitigate their concentration risk, Euroclear SA/NV and Euroclear Belgium invest their cash surplus with a minimum of two external
counterparties. For best practice reasons, the same is applied for other group CSDs, even if the latter are not stricto sensu subject to the same
capital adequacy rules.
Geographical concentration of financial assets and liabilities
Eur ope
Am e ricas
Re s t of the
w orld
A t 31 December 2012
Total financial as s e ts
Total financial liabilitie s
III.4. Liquidity risk
III.4.a. Liquidity risk at Euroclear Bank
Liquidity allows Euroclear Bank to offer efficient settlement and custody services. It ensures timely cross-border settlement with domestic
markets, supports new issues and custody activities, and enables clients to transfer sales and income proceeds in a timely manner. As a
single purpose bank, Euroclear Bank's liquidity risk is largely intra-day and transactional, and results from the secured intra-day credit it
extends to facilitate delivery-versus-payment settlement. Euroclear Bank's overnight settlement process, enabling clients to settle
transactions in a wide range of currencies within a single timeframe, efficiently recycles and minimises liquidity needs, as clients only have
to fund the resulting net debit position.
Although the daily incoming and outgoing cash payments are typically matched, clients may still end up with residual cash positions at the
end of the day. On a daily basis, Euroclear Bank is typically long in cash, which it then invests mainly on an overnight basis, to match the
volatility of clients' settlement and money transfer activities.
III.4.b. Liquidity risk appetite
Euroclear Bank's liquidity risk appetite is very low, given the criticality of intra-day liquidity for the efficient delivery of its settlement and
custody services. Euroclear Bank has, therefore, adopted a strong risk management framework to anticipate, monitor and manage the intraday liquidity flows to ensure the quality of its services. Liquidity risk is further mitigated by Euroclear Bank's strict client admission policy and
the ongoing monitoring of its clients, and by the fact that credit is secured and very short-term (usually intra-day). In order to support its daily
payment activity, Euroclear Bank is served by a wide network of highly rated cash correspondents and has direct access to TARGET2 for
euro payments.
III.4.c. Funding
Back-to-back transactions and an efficient securities lending and borrowing programme facilitate the recycling of liquidity: on average in 2012,
between €75 billion and €87 billion of secured intra-day credit enabled Euroclear Bank to settle transactions for clients amounting to €1,200 billion
every day. Since Euroclear Bank's daily payment receipts typically match its payment obligations, additional liquidity is only used to smoothen or
accelerate the payment process or to deal with time critical payments spread throughout the day. Euroclear Bank can rely on a wide range of
liquidity sources, including intra-day liquidity provided by a large network of cash correspondents and settlement banks, the National Bank of
Belgium and broad access to the inter-bank market. Furthermore, Euroclear Bank has put in place contingency liquidity sources for the major
currencies. All of Euroclear Bank's capital is re-invested in top quality European System of Central Banks (ESCB) eligible securities that can be
pledged to obtain liquidity. Euroclear Bank continues to develop strategic initiatives to ensure adequate access to liquidity on a day-to-day basis
and in contingency situations.
The adequacy of Euroclear Bank's liquidity capacity is assessed and approved quarterly by the Credit and Assets and Liabilities Committee
(CALCO). It also monitors on a monthly basis liquidity risk trends that Euroclear Bank faces through liquidity key risk indicators, which enables it to
identify, among other things, changes in clients' cash management practices that may affect Euroclear Bank's liquidity.
III.4.d. Management of intra-day and end-of-day liquidity
Euroclear Bank ensures that it has permanent access to enough liquidity to support its core services. It therefore forecasts, monitors and
measures its net intra-day funding requirements derived from cross-border settlement activity, Bridge activity with Clearstream, new issues and
advanced income payments in a timely manner and at different critical moments during the day.
Euroclear Bank also anticipates and monitors its end-of-day cash position at each of the cash correspondent banks it uses. Long balances may
be invested short term provided that liquidity limits, defined by currency and maturity buckets, are respected. Euroclear Bank maintains a
network of treasury counterparties to ensure sufficient borrowing capacity to fund occasionally short end-of-day balances.
III.4.e. Liquidity stress testing
Euroclear Bank regularly performs idiosyncratic and market wide liquidity stress tests to assess potential liquidity strains and to ensure
adequate access to enough liquidity sources to fund any shortfalls. For the group CSDs and Euroclear SA/NV, liquidity stress testing is also
performed to ensure, where applicable, compliance with local regulatory liquidity obligations as well as adequate funding.
Currently, three types of stress tests are conducted regularly:
- quarterly stress tests based on historical data enable Euroclear Bank to assess whether it complies with principle 7 of the CPSS-IOSCO
principals, which states that securities settlement systems should be able to withstand a payment failure from a client with the largest net
debit obligation;
- a set of scenarios that assesses the potential impact on Euroclear Bank's liquidity of extreme but plausible events. It serves to quantify the
potential liquidity gap which would materialise under a variety of idiosyncratic and market strains. At the same time, it serves to verify the
adequacy of mitigating actions and to check the readiness of operational contingency procedures; and
- ad hoc stress tests, conducted as a role-playing exercise at least once a year, that is based on plausible, but extreme scenarios. This type of
stress test, which involves different layers of management, from operational managers to senior management of the Company. It includes
stress testing for liquidity risk and all relevant risks to which Euroclear Bank is exposed.
In addition, Euroclear Bank and Euroclear SA/NV comfortably comply with the regulatory liquidity stress test ratio, which became a binding
requirement in July 2011. It is designed to reflect the liquidity position of the institution under exceptional circumstances (combining an
idiosyncratic shock with a general liquidity crisis), by comparing the potential liquidity needed and the potential liquidity available. In this
exercise, unsecured financing or credit lines from counterparties are assumed to be unavailable and on-demand deposits from wholesale
clients are lost. Credit lines at the central bank, financing through repos, sales of assets and re-use of collateral remain accessible. The ratio is
calculated for maturities of one week and one month.
III.4.f. Liquidity contingency plan
Euroclear Bank maintains an appropriate liquidity contingency plan to ensure business continuity of its core settlement and custody services,
in line with principle 7 of the CPSS-IOSCO principals. The plan documents the relevant operational procedures and ensures access to
(contingency) liquidity in the event of an operational or financial crisis. On top of its own capital, and access to regular market funding,
Euroclear Bank has negotiated committed liquidity lines and can call upon a €1billion syndicated back-stop facility. The contingency plan and
the availability of contingency liquidity is regularly tested and reviewed through stress testing. Finally, Euroclear Bank has put in place
agreements with its largest clients to allow Euroclear Bank to appropriate and re-use these clients' collateral to generate liquidity up to the
level of these clients' debit balances, in case they would be unable to fund their obligations to Euroclear Bank.
III.4.g. Liquidity risks in Euroclear SA/NV and the CSDs
Investments of cash belonging to Euroclear SA/NV and the CSDs aim at minimising liquidity risk for these entities:
- stable cash positions linked to regulatory liquidity requirements, for entities where such requirements apply, should be invested on a rollover basis; and
- surplus cash investments, which includes the working cash needs of these entities, should always be cash flow driven, which means that
the amount and period of the investments should take into account the evolution of working cash needs and capital expenditure.
The type of instrument to be used is limited to overnight or term deposits, the duration of which should not exceed six months.
Undiscounted
contractual cash
flows - Total
Maturity after 5
between 1 and 5
months and 1
maturing within
Repayable on
or within one
The table below shows the consolidated financial liabilities analysed by remaining contractual maturity at the balance sheet date. The
amounts disclosed in the table are the contractual undiscounted cash flows at spot rate and the book value of the derivatives.
Financial liabilitie s
- Financial liabilities held f or trading
- Subordinated liabilities
- Deposits f rom banks and customers
- Deposits f rom central banks
XV I
III.4.h. Fair value of financial instruments
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as
active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and
those prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available. If all significant inputs that are required to fair value an instrument are
observable, the instrument is included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments include:
- quoted market prices or dealer quotes for similar instruments;
- the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;
- the fair value of forward foreign exchange contracts is determined by using forward exchange rates at the balance sheet date, with the resulting
value discounted back to present value; and
- other techniques, such as discounted cash flow analysis, are used to determine the fair value of remaining financial instruments.
The table below shows the three-level hierarchy of the financial instruments measured at fair value:
Level 1. Quoted prices in active markets for the same instruments;
Level 2. Quoted prices in active markets for similar assets or liabilities, or other valuation techniques for which all significant inputs are based on
observable market data; and
Level 3. Valuation techniques for which significant input is not based on observable market data.
Total.
At 31 December 2012
- Equity shares
- Debt instruments issued by central governments and central banks
- Debt instruments issued by f inancial institutions
- Forw ard foreign exchange
- Stock options
Financial liabilities
- Interest rate options
Total financial liabilities
- Foreign exchange options
Financial instruments classified in level 2 include a zero-coupon issued by the European Investment Bank. Although this security is eligible for
refinancing at the European Central Bank and potentially highly liquid, no quoted price is readily available for it. The reason is that Euroclear Bank
holds the whole issue outstanding amount for this security in its investment portfolio.
Financial instruments classified in level 3 relate solely to minority long-term participating interests of Euroclear Bank for which discounted cash-flow
or market multiple analyses are used.
III.5. Market risk
III.5.a. Market risk in Euroclear
The majority of market risk in the group is concentrated at Euroclear Bank. As part of the Market Risk Board Policy, an adequate risk
framework has been put in place to measure, monitor and control the interest rate and foreign exchange risk supported by Euroclear Bank.
Value-at-Risk (VaR) methodologies are used to measure interest rate and currency risk. The Management Committee of Euroclear Bank
sets VaR limits for all currencies combined, which are monitored daily. The economic capital model for market risk takes both the interest
rate risk on the economic value of Euroclear Bank's books and the current foreign exchange risk, as well as the risk on future interest rate
earnings and the currency risk on future income streams into account.
By policy, Euroclear Bank's core equity (shareholders' equity plus retained earnings) and subordinated debts are invested in debt
instruments rated AA- or higher. The duration of these assets is limited to five years and is currently around four months.
Euroclear SA/NV and the Euroclear CSDs
Interest rate risk exists only to a limited extent in the CSDs and in Euroclear SA/NV. Indeed, the CSDs do not operate commercial cash
accounts but invest their cash positions in accordance with regulatory liquidity requirements. The duration of the investments cannot exceed
six months, and the types of instruments to be used are limited to straight overnight or term deposits.
Foreign exchange risk is also very limited in the CSDs and in Euroclear SA/NV. To avoid the potential foreign exchange risk that could arise
from the investment of their surplus cash, these investments can only be made in their local currency, i.e. in EUR for entities whose functional
currency is EUR, in GBP for the entities located in the United Kingdom, and in SEK for the Swedish entities. The most significant source of
foreign exchange risk stems from the potential change in net asset values of Euroclear SA/NV's non-euro shareholdings (e.g. Euroclear UK &
Ireland and Euroclear Sweden).
III.5.a.1. Interest rate risk
Euroclear typically has net long cash positions and its earnings therefore are sensitive to future changes in interest rates.
The table below shows the interest rate sensitivity of Euroclear's Banking Book positions. The figures relate to Euroclear SA/NV consolidated,
as communicated to the National Bank of Belgium in the framework of standardised reporting under Pillar 2 of Basel II. The figures for
Euroclear plc are not expected to diverge materially from the content of this table. Assets and liabilities held in the Banking Book are
predominantly denominated in euro, and they are expressed at market value for the purpose of this disclosure. The economic value of the
Banking Book is computed by discounting the future cash flows for assets and liabilities present in this book.
The sensitivity of the economic value of the Banking Book to interest rate shocks is presented in the first column of the table below. The
change in value mainly arises from the assets held in the Investment and Hedging Books of Euroclear Bank. Indeed, assets and liabilities of
the Treasury Book are almost fully matched and have no material impact on this sensitivity measure.
The remainder of the table illustrates to which extent the net interest income of Euroclear Bank is sensitive to interest rate movements,
compared to the amount earned in 2012. For the purpose of this disclosure, the latter is limited to pounds sterling, US dollars and euros, as is
the analysis of future earnings sensitivity.
Incom e s e ns itivity
Inte r e s t r e s ult
Econom ic value
Effe ctive
Expe cte d
of bank ing book
Inte re s t r ate incr e as e /(de cr e as e ), in bas is points
Maturity between
1 and 5 years
Non-interest
6 months and 1
3 and 6 months
maturing within 3
demand or within
The table below reflects the maturity profile of assets and liabilities at 31 December, based on the earlier of maturity date and interest rate
resetting date.
As s e ts
- Available-f or-sale financial assets
- Held-to-maturity f inancial assets
- Financial assets held f or trading
- Other assets
Total as s e ts
Liabilitie s
- Other liabilities
- Redeemable preference shares
Share holde rs ' e quity
Total liabilitie s and s hare holde rs ' e quity
Total inte re s t s e ns itivity gap
Cum ulative gap
(15) (2,361,171)
demand or
(2,650,241) 4,162,511
Interest sensitivity gap
A negative interest rate sensitivity gap exists when more liabilities than assets re-price or mature during a given period. A negative
gap position tends to benefit net interest income in a declining interest rate environment, and vice versa.
The following table analyses the nature of cash and balances with central banks:
Monetary res erv e
To tal cas h and balan ce s w ith ce n tr al bank s
A t 31 Dec ember
Cas h in hand
Euroclear Bank had deposited €3,767,719,000 (2011: €4,173,002,000) of surplus funds with central banks. Euroclear Bank, like other
banks, is required to comply with average monetary reserve requirements determined by the European Central Bank (ECB). Throughout
each period set by the ECB, Euroclear Bank deposits varying amounts in its monetary reserve account at the Belgian National Bank in
order to meet the average requirement for that period.
The following table analyses the nature of loans and advances:
Surplus f unds
The fair value of the loans and advances is not materially different from their book value.
The following table analyses the nature of deposits from banks and clients:
Borrow ings
T otal
The fair value of deposits with a maturity greater than one year at 31 December 2012 was €6,319,000 (2011: € 9,088,000).
At 31 December 2012, the total value of deposits from central banks was €2,509,023,000 (2011: €1,417,910,000). A large number of
national central banks are clients of Euroclear Bank. As of 31 December 2012, the current account deposits represent €2,509,023,000
(2011: €1,286,577,000).
III.5.a.2. Foreign exchange risk
The group's entities have the euro as their functional currency, with the exception of subsidiaries located in the United Kingdom and Sweden.
The group's structural currency exposures as at 31 December 2012 and 31 December 2011 were as follows:
inve s tm e nt in
non-e ur o
ope r ations
Cur r e ncy
he dge s
othe r than
bor r ow ings
Re m aining.
s tr uctur al.
cur r e ncy.
e xpos ur e s .
Functional cur r e ncy of the ope r ation involve d
- Pound sterling
XV II
- Sw edish krona
The larger remaining structural currency exposures at the end of 2012 result from the discontinuation of hedges of net investments in foreign
operations in July 2011.
The table below summarises the group's exposure to foreign currency exchange rate risk at 31 December. Included in the table are the
group's assets and liabilities at carrying amounts, categorised by currency.
C o n ce n tr atio n o f as s e ts an d liab ilitie s p e r cu r r e n cy
No te s
Eu r o
US d o llar
Jap an e s e
Po u n d
ye n
s te r lin g
Oth e r
T o tal
A t 31 Dec ember 2012
T o tal as s e ts
T o tal liab ilitie s an d s h ar e h o ld e r s ' e q u ity
Ne t b alan ce s h e e t p o s itio n
The net non-euro balance sheet positions mainly reflect a combination of outstanding currency swaps and the net assets of subsidiaries and
branches located in the United Kingdom and Sweden.
Concentration of asse ts and liabilities pe r curre ncy
s te rling
Net balance sheet position
III.5.b. Market risk appetite for Euroclear Bank
Market transactions are carried out at the discretion of Euroclear Bank, which accepts market risk only within its risk appetite. That risk
appetite is limited by the available capital allocated annually for market risk by the Board of Euroclear Bank. In addition, Euroclear Bank
complies with internal market limits, such as Value-at-Risk (VaR), proposed by the CALCO and approved by Euroclear Bank's Management
Euroclear Bank adheres to the following principles relating to the management of market risk: Euroclear Bank does not engage in any
activity that is not considered as part of its normal business or a consequence of its clients' activity, and as such will not engage in trading
(even if, under IFRS, certain transactions in derivatives do not qualify as hedges and are therefore recognised under trading activities). The
activities and instruments in which Euroclear Bank can engage must be in line with its low-risk profile. Euroclear Bank is not exposed to
equity risk or commodity risk. A prudent investment strategy is applied in order to preserve the core equity of Euroclear Bank. In particular,
the assets of the investment book can only be invested in highly rated and liquid debt instruments (with the exception of intra-company
loans) and an appropriate hedging strategy may be applied so as to protect future earnings against adverse market conditions.
III.5.c. Market risk mitigation (hedging)
Euroclear Bank has engaged in a series of market derivatives in order to hedge the market risk exposure resulting from future income
streams, with the aim of ensuring that the financial results are not adversely affected by market evolutions ('predictability of future
revenues'). It is compliant with market expectations that Euroclear Bank conducts its business prudently, as a single purpose bank. This
hedging strategy occurs on a rolling five quarters time horizon and must comply with strict guidelines: (1) to be hedged, a future cash flow
must be expected with a sufficiently high level of certainty; (2) a position, once hedged, may not be re-opened; and (3) any position above
the anticipated level must be reversed.
Given the exceptionally low level of interest rates, and therefore the marginal downside risk, Euroclear Bank has only entered into a limited
amount of interest rate hedges in 2012 and 2011. Under IFRS, the results of interest rate derivatives contracts qualifying as hedges under
Belgian GAAP must be recorded directly in the income statement.
As far as foreign currency derivatives are concerned, Euroclear Bank enters into currency forwards in order to protect its revenue stream
from adverse movements in foreign exchange rates. Such transactions are classified as cash flow hedges. In addition, forex hedging is
used by the companies of the Euroclear group to economically hedge the fair value of some specific liabilities expressed in foreign
currencies.
III.5.d. Market risk measurement
III.5.d.1. Value-at-Risk
The market risk relative to the management of the available-for-sale and, until February 2011, held-to-maturity portfolios is measured using
a VaR methodology. The VaR for a portfolio is the maximum loss over a determined time horizon at a given confidence level (99%). The
VaR model assumes a holding period, until positions can be closed, of one day. The market parameters are derived from the volatility and
correlation observed from historical daily changes. Euroclear Bank has to comply with a global VaR limit, as well as VaR limits by book.
The market risk exposure that Euroclear Bank takes is segregated in the following books: Investment Book (all securities purchased by
Euroclear Bank with the proceeds of its subordinated issues and its own equity); Treasury Book (assets, liabilities and commitments
resulting from the activity of Euroclear Bank clients); and Hedging Book (market transactions that are conducted to manage the risk
exposure resulting from future income streams).
Given its low market risk appetite and the fact that Euroclear Bank does not engage in trading activities, the VaR figures are low. The
decrease in VaR between 2011 and 2012 mainly reflects the shorter duration of the investment book.
2012 Average
2012 m in
2012 m ax
Investment book IR risk
Treasury book IR risk
Treasury book FX risk
Hedging book
Aggregate VaR
III.5.d.2. Economic capital for market risk
Euroclear Bank measures the economic capital for market risk based on a Monte-Carlo process, which estimates the uncertainty on the
loss absorption capacity of Euroclear Bank over a one-year horizon due to movements in market risk factors (interest rates and foreign
exchange rates). The loss absorption capacity is defined as the buffer that would be available to Euroclear Bank in case it would face a
loss. It is made up of the market value of the investment book (Tier 1 capital), the unrealised gain or loss on the hedging book and earnings
over the next twelve months. The economic capital amount is determined assuming a confidence level that allows Euroclear Bank to retain
a high-quality rating.
The economic capital for market risk at the end of December 2012 and 2011 was €21 million and €71 million, respectively.
III.5.e. Back and stress tests
Stress tests provide an indication of the potential size of losses that could arise under extreme conditions. Stress movements are applied to the
different risk factors, including interest and foreign exchange rates. The stress tests follow the 'Principles for the management and supervision
of interest rate risk' (July 2004) issued by the Basel Committee on Banking Supervision.
III.6. Capital management
III.6.a. Capital measurement and allocation
The internal view on Euroclear Bank's capital needs is based on an economic capital model that is continuously kept up-to-date and regularly
validated by an independent party. Euroclear Bank is therefore fully confident that the resulting capital requirements are adequate to support the
risks that it faces. The model covers operational, market and credit risks, as well as business risks. This conservative approach to capital,
combined with Euroclear's strong risk management and effective controls, has helped Euroclear Bank retain high credit ratings in times of market
stress.
The National Bank of Belgium (NBB) is the main supervisor of Euroclear Bank, the lead regulator for Euroclear SA/NV and, for consolidated
capital adequacy purposes only, Euroclear plc. In addition, individual Euroclear CSDs are regulated by their own local supervisors, which
set and monitor compliance with their capital adequacy and liquidity requirements.
In accordance with the Basel II framework, the NBB requires each bank and banking group to maintain a ratio of total capital to riskweighted assets that cannot fall under a threshold of 8%, and a ratio of Tier 1 capital to risk-weighted assets that must always exceed a
threshold of 4%. Furthermore, as a company closely associated with a settlement institution, Euroclear SA/NV is subject to certain specific
requirements regarding its solvency and liquidity position.
Risk-weighted assets take into consideration balance sheet assets and off-balance-sheet exposures that may give rise to credit risk, as
calculated for both Euroclear Bank and the group on a consolidated basis. Collateral and other eligible guarantees are taken into account
Total capital is divided into two Tiers: Tier 1 is essentially made up of shareholders' capital, share premium, consolidated reserves and
retained earnings, while Tier 2 comprises undated subordinated loans. In accordance with capital adequacy regulations, Euroclear monitors
the proportion of the Hybrid Tier 1 instrument (issued in 2005) that can be considered as Tier 1, and reclassifies the remainder to Tier 2.
Goodwill and intangible fixed assets are deducted in full from Tier 1 capital. The current regulatory framework stipulates that Tier 2 capital
cannot exceed Tier 1 capital, a requirement that is very comfortably met by the group.
Euroclear Bank is assigned a AA+ credit rating by Fitch Ratings and a AA credit rating by Standard & Poor's (S&P).
In accordance with the Basel II framework, Euroclear determines regulatory capital requirements for both credit and operational risk.
For credit risk, Euroclear uses the Foundation Internal Ratings Based Approach (FIRBA). For operational risk, Euroclear is permitted by the
NBB to use the Advanced Measurement Approach (AMA) for the calculation of Pillar 1 capital requirements. Euroclear uses a hybrid
approach at all consolidated levels above Euroclear Bank, by combining the AMA for Euroclear Bank with a Standardised or Basic Indicator
Approach for the group's other entities.
As from January 2013, Euroclear will introduce the changes required under Basel III to the measurement of its risks and the eligibility of its
capital for the purpose of assessing the group's capital adequacy. This will be done in accordance with the new European Capital
Requirements Directive (or Regulation), which still needs to be finalised by the relevant authorities.
With its very conservative capital composition, limited leverage, and room for manoeuvre provided by excess capital above regulatory
requirements, Euroclear believes that it is unlikely to need to raise additional capital to comply with the new framework. Euroclear also
believes that its limited liquidity risks at the defined time horizons will allow it to satisfy the proposed liquidity ratios.
The table below sets out the group's Tier 1 and total capital, which both comfortably exceed the regulatory requirements.
III.6.b. Regulatory capital position
Ris k -w e ighte d as s e ts (1)
Capital r e quir e m e nt
- Credit ris k
- Market ris k
Capital bas e
- Tier 1
- Operational ris k
Solve ncy r atio
Risk-weighted assets (unaudited) represent the total capital requirement multiplied by a factor of 12.5. This means that the risk-weighted
assets do not only relate to credit and market risk, but also comprise the gross-up of the capital requirements related to operational risks.
For Euroclear, the latter are the main source of capital consumption.
The solvency ratios observed as of 31 December 2012 are very stable vis-à-vis those of the preceding year, as a result of:
- an increase in regulatory capital resources, essentially explained by the partial retention of consolidated earnings which has more than
offset the partial repurchase of the Hybrid Tier 1 securities issued by the group (see note XXII); and
- a slight increase in capital requirements, observable for both credit risk and operational risk.
IV. Critical accounting estimates and judgements
The Euroclear group makes estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates are considered
to be important to understand the group's financial condition, since they require management to make complex and subjective judgements, some of
which may relate to matters that are inherently uncertain. Estimates and judgements are continually evaluated and based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
IV.1. Impairment of goodwill and contractual customers' relationships with an indefinite useful life
The group tests goodwill and contractual customers' relationships for impairment annually (during the fourth quarter), irrespective of whether there is
an indication of impairment. Furthermore, the group remains alert for indicators of impairment throughout the year and conducts a high-level
impairment review at each quarter end.
Such impairment reviews are deemed to detect:
- overpayment;
- under-performance compared with expectations; and
- significant changes with an adverse effect on the acquired business. Such changes can stem from, for example, new business parameters (e.g.
volatility of stock markets, changes in the volume of securities safekept on behalf of customers, ...) or from changes in market data used to
determine the cost of capital of the acquired businesses.
An impairment loss is recognised whenever the recoverable amount of the goodwill is less than its carrying amount (book value). The recoverable
amount of an asset is the higher of its net selling price and its value in use, both based on present value calculations.
- Net selling price is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable willing parties,
less the cost of disposal.
- Value in use is the amount obtainable from the use of an asset until the end of its useful life and from its subsequent disposal. Value in
use is calculated as the present value of estimated future cash flows. The value in use calculation may take into account not only the
post-acquisition performance of the acquired entity itself, but also the changes in cash flows in other entities in the group that are
positively or negatively affected by the acquisition.
While no impairment charge was deemed necessary at the end of 2011, an impairment loss was booked as a result of these reviews at the
end of 2012. See Note XVIII.
Contractual customers' relationships with an indefinite useful life relate to the acquisition of Euroclear Belgium.
IV.2. Depreciation and impairment of other intangible assets with a finite useful life
Intangible assets that derive their fair value from, for example, contractual relationships, communication standards or unpatented
technologies and have a finite useful life are amortised over their estimated useful life, usually between three and five years. Determining the
latter requires an analysis of circumstances and judgement by the group's management.
At each balance sheet date, or more frequently when events or changes in circumstances require, these intangible assets are assessed for
indications of impairment. If indications are present, these assets are subject to an impairment review. The impairment review comprises a
comparison of the carrying amount of the asset with its estimated recoverable amount: the higher of the asset's net selling price and its value
in use, as defined above.
The most significant amounts of such intangible assets relate to the acquisition of the NCSD group.
IV.3. Provisions
A provision is a liability of uncertain timing or amount. At each reporting year, the necessity to record or adjust provisions is considered based
on the latest information available.
Onerous lease provisions are recognised when a decision has been taken to vacate premises leased by the Company and when the space
is expected to remain empty or to be sub-let at terms and conditions below those in the Euroclear lease. The provision represents the lower
of the cost to breach the contract and the cost of fulfilling it, taking into account the expected benefits that might be received under a sublease, providing the entity is actively seeking to sub-let the property.
Provisions for onerous contracts are recognised when the Company has a contract that is onerous. The provision represents the best
estimate of the unavoidable costs of the obligations under the contract over the economic benefits expected to be received under it.
Provisions for redundancy are recognised when a decision has been made, a formal plan exists and the main features are known by those
affected. The provision represents the best estimate of the full cost to be incurred to implement the plan.
Provisions for dilapidation, or end-of-lease obligations, are recorded when Euroclear is contractually bound to incur such costs and a reliable
estimate can be made.
Provisions for litigation are recorded when there are strong indications that costs will be incurred to settle the legal cases concerned and a
reliable estimate can be made.
IV.4. Defined benefit plans
The present value of the defined benefit plan obligations depends on a number of factors that are determined on an actuarial basis using a
number of assumptions. Any changes in these assumptions will impact the carrying amount of the obligations.
The assumptions used in determining the net cost (income) for the plans include the discount rate at the end of each year. This is the
interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the plan
obligations. In determining the appropriate discount rate, the group considers the interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related plan
Other key assumptions for plan obligations are based in part on current market conditions.
The major assumptions used are shown in Note XXI.
IV.5. Deferred tax assets
Deferred tax assets are recognised to reflect the future tax benefit from unused tax losses or tax credits and other temporary differences. If
there is a concern about the relevant entities' capacity to utilise the tax assets within a reasonable (10-year) period, the assets are impaired,
even when there remains a possibility to benefit longer term if sufficient taxable profits arise. The 10-year period is considered reasonable in
view of the activities of the Euroclear group entities and the sector in which they operate.
V. Segment analysis
The Euroclear SA/NV Management Committee receives internal reports for Euroclear Bank, Euroclear SA/NV, Euroclear UK & Ireland, the
ESES CSDs, NCSD and Xtrakter.
The reportable business segments are as follows:
- Euroclear Bank (including its Hong Kong branch and its Polish branch created in November 2012) is an International Central Securities
Depository (ICSD);
- Euroclear SA/NV (including its branches in Amsterdam, London and Paris) is the provider of software development and non-operational
support services to the (l)CSDs;
- Euroclear UK & Ireland is the Central Securities Depository (CSD) subsidiary located in the United Kingdom. This entity also runs an
investment fund order routing business.
- The ESES segment includes the group's CSD subsidiaries located in Belgium, France and The Netherlands; and
- The NCSD segment includes three companies (five in 2011): Euroclear Sweden (CSD in Sweden), Euroclear Finland (CSD in Finland) and
VKI AB. NCSD Systems AB was absorbed by Euroclear Sweden in September 2012 and NCSD Holding AB was liquidated in December 2012.
Information reported within 'Other' relates to Xtrakter, the parent company, a reinsurance company, a Special Purpose Vehicle (SPV)
established in connection with the issuance of subordinated debt qualifying as capital for Euroclear Bank, and two property development
companies whose properties are leased almost entirely to Euroclear SA/NV. None of these qualified as a reportable segment in 2012 or 2011.
The risks and returns associated with Euroclear Bank's ICSD services do not vary geographically and, accordingly, is considered as one
geographical segment. The activities of all other segments are within Europe.
No single customer generated 10% or more of the group's revenues.
Transactions between the business segments are on normal commercial terms and conditions. Recharges of software development costs
and support services are based on formal agreements between the entities concerned.
Segment assets and liabilities comprise all third-party assets and liabilities.
Depreciation and amortisation
Royalty fees
Group non-operational and
Operating profit/(loss) before impairment and taxation
NCSD
ESES CSDs
Net interest income
Net fee and commission income
Intra-group recharges
Euroclear UK
SA/NV
External revenues
Revenues from other segments
Segment assets
Segment liabilities
The €95,045,000 remaining in the Eliminations column relates to dividends received from companies within the group (2011: €177,732,000).
The assets for the ESES CSDs segment include €1,626,000 of Non-current assets classified as held for sale (2011: €2,976,000) (Note XIX).
The assets for the Other segment include €11,617,000 of Assets of disposal groups classified as held for sale (2011: €0). The liabilities for the
same segment include €2,638,000 of Liabilities of disposal groups classified as held for sale (2011: €0) (Note XIX).
VI. Net interest income
Interest incom e on financial instrum ents
- Available-for-sale financial assets
- Held-to-maturity financial assets
- Derivatives used for hedging (only interest flow s)
Total interest incom e
- Deposits from central banks
- Deposits from banks and customers
VII. Net fee and commission income
Fee and com m ission incom e
Total fee and com m ission incom e
Fee and com m ission expense
Total fee and com m ission expense
Other fee and commission income mainly relates to communication fees and the recovery of out-of-pocket expenses incurred on behalf of clients,
Xtrakter's fees, issuer services fees earned by Euroclear Finland and Euroclear Sweden, and revenue earned by Euroclear UK & Ireland for
collecting Stamp Duty Reserve Tax on behalf of HM Revenue and Customs in the United Kingdom and Stamp Duty on behalf of the Irish Revenue
Commissioners.
Other fee and commission expense mainly relates to fees incurred on behalf of clients as well as other fees for collateral leasing and backstop facilities.
VIII. Realised gains/(losses) on investment securities and financial liabilities measured at
amortised cost
A vailable-f or-sale financial assets
- fair value adjustment recognised in equity and released in prof it or loss during the period - quoted debt instruments
- realised result recognised in prof it or loss during the period - quoted debt instruments
- fair value adjustment recognised in equity and released in prof it or loss during the period - equity shares
Held-to-maturity investments
- realised result recognised in prof it and loss during period
Financial liabilities measured at amortised cost
In January 2011, in view of credit concerns about the sovereign debt of certain countries, Euroclear Bank decided to sell €200 million of its
€290 million Held-to-Maturity (HTM) portfolio, realising a pre-tax loss of €1,257,000. These securities, representing the reinvestment of the
proceeds from Euroclear Bank's hybrid capital issued in 2005, had been classified as HTM in accordance with management's intention, at
that time, to keep them until maturity. As a consequence of these sales, and in accordance with IAS 39, the remaining €90 million of the
HTM portfolio has been reclassified as Available-for-Sale (AFS) at its fair value on the date of transfer. No securities may be classified as
HTM before January 2014.
During 2012, Euroclear Finance 2 SA repurchased a nominal amount of €195.9 million of its issued securities. This transaction resulted in
an equivalent repurchase of the notes issued by Euroclear Bank SA/NV. Three transactions have been carried out: two of them for
€14,000,000 (at a price of 75%) and one for €181,900,000 (at a price of 85%), resulting in an external gain of €30,410,000 for the
IX. Net gains/(losses) on financial assets and liabilities held for trading
Interest rate instruments and related derivatives
Foreign exchange options - time value
The net gains/(losses) on interest rate instruments and related derivatives relate to contracts initiated by Euroclear Bank in order to reduce
the volatility of its net interest earnings from the reinvestment of its euro, US dollar and pound sterling balances. Under IFRS, such
contracts do not qualify as hedges and the results are recognised under financial assets and liabilities held for trading. These net gains are
offset within the amount of interest income on loans and advances (Note VI).
The net gains on foreign exchange trading relate to:
- €3,284,000 net gains (2011: €2,498,000 net gains) on treasury swaps initiated by Euroclear Bank in order to convert balances in noncore currencies into euro or US dollars for re-investment purposes. Under IFRS, these results may not be included within net interest
income; and
- €23,000 net losses (2011: €113,000 net losses) on forward foreign exchange contracts initiated by Euroclear plc to cover the Company's
Swiss franc tax liabilities.
Euroclear Bank used foreign exchange options in order to be protected against the foreign exchange risk arising from expected future
income streams sensitive to foreign exchange movements. Under IFRS, such contracts qualify as hedges. The change in fair value is
recorded as follows:
- time value in profits and losses; and
- intrinsic value in other comprehensive income.
The net gains/(losses) on the foreign exchange options relate to the time value. The option's time value reflects the probability that the
option will gain or lose in intrinsic value before it expires. Numerically, this value depends on the time until the expiration date and the
volatility of the price of the underlying instrument. The time value of an option converges towards zero over time and, at expiration, when
the option value is simply its intrinsic value, the time value is zero.
X. Administrative expenses
- Wages and salaries
- Social security costs
- Defined contribution plans
- Other staff costs
Auditor's remuneration
Consultants' fees
Other administrative expenses
The average number of persons employed by the group during the year was 3,557 (2011: 3,693).
The auditor's remuneration for Euroclear plc and its subsidiary undertakings was as follows:
Fees payable to the Company's auditor and its associates for the audit of the parent company
and consolidated financial statements
Fees payable to the Company's auditor and its associates for other services:
- The audit of the Company's subsidiaries
- Audit related assurance services
- Taxation advisory services
- Other assurance services (including ISAE 3402)
- Other non-audit services
Fees included in the consolidated financial statements
Fees in respect of audit of pension plan
Euroclear ensures that the independence of the external auditor is preserved through a specific policy adopted by the Board and agreed by
PwC. This policy adheres to the highest standards of independence. The engagement of the external auditor for non-core services is subject to
specific controls, monitored by the Board's Audit Committee.
XI. Impairment
Im pairm e nt char ge s
Non-current assets classif ied as held f or sale
XV III
Im pairm e nt of othe r as s e ts
A t 1 January
Transf erred to A ssets of disposal groups classif ied as held f or sale
Charge to the income statement
A mounts used
Exchange dif f erences
At 31 De ce m be r
For other assets, impairment mainly relates to fees receivable from clients in several of the group's (I)CSD subsidiaries, and to miscellaneous
other receivables, the recovery of which is at least partially in doubt.
XII. Taxation
Euroclear plc is not treated as a UK resident for UK tax purposes and has no taxable presence itself in the United Kingdom. The UK
Corporation tax charge relates to the group's subsidiaries EMXCo, Euroclear UK & Ireland, Xtrakter Limited and the UK branch of Euroclear SA/NV.
The overseas tax charges arose in Belgium, Finland, France, Luxembourg, Sweden, Switzerland and The Netherlands.
Current income tax expense
A djustments to tax charge in respect of previous periods
Def erred tax charge/(income) relating to the origination and reversal of temporary dif f erences
Def erred tax charge/(income) resulting f rom change in tax rate
Tax e xpe ns e
Further information on deferred tax is presented in Note XIII.
The tax on the group's profit before tax differs from the theoretical amount that would arise from using the standard rate as follows:
Ope r ating pr ofit/(los s ) be for e tax
A t standard rate of tax (1)
Ef f ects of :
- Notional interest on capital
- Expenses not deductible f or tax purposes
- Income not subject to tax
- Dif f erent rates in the companies in the group
- Change of tax rate on def erred taxation
- (Reversal of )/impairment of def erred tax assets
- A djustments to tax charge in respect of previous period
Tax e xpe ns e for the ye ar
A rate of 26.07% (2011: 25.21%), representing the effective tax rate (before impairment) for the group, has been used as the standard rate.
Since 1 January 2006, the group entities in Belgium benefit from a tax reduction linked to a notional interest on capital.
The current income tax asset of €14,297,000 at 31 December 2012 (2011: €10,702,000) represents the total of amounts recoverable from
the tax authorities relating to over-payments of income tax pre-payments and prior year adjustments.
The expenses not deductible for tax purposes include the tax effects of consolidation adjustments not subject to deferred tax, in particular
eliminations of intra-group dividends.
XIII. Deferred taxation
The details of deferred taxation are as follows:
Maturity on or
Decem ber 2013
Maturity after
31 Decem ber
Defined benef it plans
Available-f or-sale securities
Cash f low hedging reserve
Financial assets/(liabilities) held for trading
Softw are development
Tax loss carried forw ard
Other temporary dif ferences
Insurance reserve of Euroclear Re SA
Available-for-sale securities
Tax loss carried f orw ard
Other temporary diff erences
Deferred taxes are classified as assets or liabilities depending on the total net deferred tax asset or liability, across all types of deferred tax,
at year-end for each entity. At 31 December 2012 and 31 December 2011, Euroclear Re SA and Euroclear Sweden had a net deferred tax
Deferred taxation for tax losses carried forward mainly relate to Euroclear SA/NV.
During 2010, the Board of Euroclear SA/NV decided to discontinue certain strategic projects and the related capitalised software
development costs were impaired. One consequence was the reversal of the deferred tax asset related to software development and a
related charge in the consolidated income statement.
In light of improved profitability forecasts for Euroclear SA/NV, the Board has decided to reverse €45,000,000 of impaired deferred tax
assets at the end of 2012. This represents the principal component of the reversal of impaired tax losses carried forward set out in the table
Analysis of the movements of the net deferred tax asset and liability balances is as follows:
At 1 January
Deferred tax relating to items (charged) or credited to equity
- Revaluation reserve on available-for-sale financial assets
- Cash flow hedging reserve
Transferred to disposal groups classified as held for sale
Exchange differences
The deferred tax income/(charge) in the income statement comprises the following temporary differences:
Tax losses carried forw ard
Reversal of impaired tax losses carried forw ard
Insurance reserve
Other temporary differences
Other temporary differences impaired
XIV. Available-for-sale financial assets
Equity shares
- Listed
- Unlisted but f air value determinable
Listed debt instruments issued by
- central governments and central banks
- f inancial institutions
All debt securities have fixed coupons. Equity shares do not bear interest.
For unlisted securities, the valuation is based on the prices at which the securities could probably be sold to willing and knowledgeable
parties. These prices are determined using generally accepted valuation techniques, including discounted cash flow models and relevant
market multiples.
The realised results on the available-for-sale financial assets can be found in Note VIII.
The maturity profile of the available-for-sale financial assets can be found in Note III.
The movement in available-for-sale financial assets can be summarised as follows:
Equity s har e s
De bt s e cur itie s
A t 1 January 2012
A dditions
Redemptions and disposals
Gains/losses f rom changes in f air value
- Gains/losses on redeemed or sold securities
- Gains/losses on held securities
A mortisation of discounts and (premiums)
Net change in accrued interest
At 31 De ce m be r 2012
Reclassif ied securities
XV. Financial instruments held for trading
In order to reduce the volatility of its net interest earnings, Euroclear Bank uses certain interest rate derivatives. In particular, it enters into transactions in interest rate futures and options.
Furthermore, in certain circumstances, currency forward exchange contracts are used by certain companies of the Euroclear group to hedge the fair
value of some specific liabilities expressed in foreign currencies. These transactions do, however, not qualify for hedge accounting.
XV.1. Fair value and notional amounts
At 31 December 2012 and 31 December 2011, the fair value and notional amounts of the group's trading derivatives were as follows:
Notional am ount
Stock options (Note V to Parent company f inancial statements)
- Forw ard f oreign exchange
Foreign exchange derivatives
The notional amount of assets related to forward foreign exchange contracts at 31 December 2012 and 31 December 2011 principally
relates to outstanding currency swaps.
XVI. Derivatives used for hedging
In addition to the interest rate hedging described in the preceding note, which is classified as trading under IFRS, the group's policy is to hedge
the following exposures:
- foreign exchange risk arising from expected future income streams sensitive to foreign exchange movements; and
- structural currency exposures (until July 2011).
Some of Euroclear Bank's fee income is sensitive to changes in foreign exchange rates. In order to protect this revenue stream from adverse
movements in foreign exchange rates, Euroclear Bank enters into currency forward exchange contracts, whereby it sells the relevant currencies
on a future date at a predetermined price. As an alternative, Euroclear Bank also used forward plus contracts until December 2012, which
combined different foreign exchange options, enabling Euroclear Bank to take advantage of a favourable exchange rate move up to a
certain barrier level.
Such transactions are classified as cash flow hedges.
In addition, the group had used, until July 2011, currency forward exchange contracts to hedge its net investments in foreign operations. Such
transactions are classified as hedges of net investments.
The positions taken on the hedging book are managed according to the following key principles:
- an exposure once hedged will not be re-opened; and
- unwinding of positions will be done only in exceptional circumstances, for instance in case of an over-hedged position.
XVI.1. Cash flow hedges
At 31 December 2012 and 31 December 2011, the fair value and notional amounts of the group's derivatives used for cash flow hedges were as
Fair valu e
Notional am o unt
L iabilitie s
L iab ilitie s
Foreign ex change deriv ativ es
- Forw ard f oreign ex change
- Foreign ex c hange Options
The group applies hedge accounting for expected revenue streams influenced by changes in foreign exchange rates for certain currencies.
The amounts recognised in the cash flow hedging reserve at year-end will be gradually released to the income statement (net
gains/(losses) on foreign exchange) during the following year, when the related cash flows materialise.
There was no ineffectiveness arising from cash flow hedging to be recognised in profit or loss as at 31 December 2012 and 31 December
There were no transactions for which cash flow hedge accounting had to be ceased in 2012 or 2011 as a result of the highly probable cash
flows no longer expected to occur.
The movements in the cash flow hedging reserve can be detailed as follows:
Gross am ount
Amount released from other comprehensive income to profit or loss during the period
Deferred tax
Net am ount
Change of fair value directly recognised in other comprehensive income during the year
Change to cash flow hedging reserve during the year
XVI.2. Hedges of net investments in foreign operations
The group had hedged, until July 2011, part of the currency translation risk of net investments in foreign operations (EMXCo, Xtrakter,
Euroclear UK & Ireland, the UK branch of Euroclear SA/NV and Euroclear Sweden). No ineffectiveness was recognised in the income
statement arising from hedges of net investments in foreign operations.
The movements in the hedge of net investments in foreign operations reserve as at 31 December 2012 and 31 December 2011 were as
Change to hedge of net investments in foreign operations reserve during the year
At 31 Decem ber
XVII. Property, plant and equipment
Land and Furniture and
Capitalisation of dilapidation provision
Transferred to Non-current assets and assets of
disposal groups classified as held for sale
Transfer and disposals
Accum ulated depreciation
Depreciation charge
Net book value at 31 Decem ber 2012
equipm ent
The cost of property, plant and equipment in development amounted to €13,879,000 (2011: €0)
XVIII. Goodwill and intangible assets
Provisions for am ortisation and im pairm ent
Amortisation charges
disposal group classified as held for sale
developed Purchased
softw are
softw are Know -how
custom er Unpatented
Goodw ill relationship technology
Goodwill and the Contractual customer relationship relate to the acquisition of EMXCo, Euroclear Belgium, Euroclear Finland, Euroclear France,
Euroclear Nederland, Euroclear NIEC, Euroclear Sweden, Euroclear UK & Ireland and Xtrakter Limited.
The unpatented technology related to the infrastructure of Euroclear Finland and Euroclear Sweden, which was fully amortised by mid2012.
XVIII.1 Determination of the cash-generating units
Goodwill impairment reviews are based on the cash-generating units (CGU) for the group's three relevant operating segments: ESES (Euroclear
Belgium, Euroclear France, Euroclear Nederland and Euroclear NIEC), Euroclear UK & Ireland (EUI and EMX Company Ltd, which was
integrated into EUI in 2010), NCSD (Euroclear Finland and Euroclear Sweden). No goodwill impairment review has been performed for Xtrakter
at the end of 2012, as MarketAxess has agreed to acquire the company in the first quarter of 2013 at a price not justifying any impairment (see
note XIX).
Except for Euroclear Sweden, goodwill and contractual customer relationship are expressed and tested for impairment purposes in euro. At the
time of the acquisition of Euroclear UK & Ireland, the related goodwill was considered as a non-monetary asset of the acquirer and therefore
expressed in euro. At the time of migration to IFRS, which considers goodwill to be a monetary asset of the acquired entity, Euroclear decided not
to restate prior years' business combinations. The goodwill relating to EMX Company Ltd, now appraised together with that of Euroclear UK &
Ireland, is expressed in sterling but is translated into euro at the spot rate on closing date for the purpose of impairment testing.
XVIII.2. Basis on which recoverable amounts have been determined
The recoverable amounts is based on the "value in use" using the discounted cash flow methodology for each segment. The 2012 valuation of all
the entities concerned is based on a five-year free cash flow forecast with projections for periods beyond this assuming a perpetual growth rate of
2 percent.
The net book values of the goodwill, and Euroclear Belgium's contractual customer relationship, are set out in the table below.
im pairm ent
ESES
Xtrakter
These are the only intangible assets considered to have indefinite useful lives.
XVIII.3 Key assumptions related to discount factors
The appropriate discount rates are determined by applying the Capital Asset Pricing Model (CAPM). The discount rates and perpetual growth
rates used for each CGU in the 2012 and 2011 impairment reviews were as follows:
grow th rate
XVIII.4 The 2012 impairment review
The key assumptions for the valuation exercise are based on both external sources of information and on internal expectations (assets held in
custody, transaction volumes, interest rates, etc.). Forecasts are taken from Board approved plans, which indicate a slower market recovery
throughout 2013 and the years beyond. This assessment, combined with ongoing market volatility, results in a slower profitability improvement
compared to last year for the group entities. In addition, a specific adjustment was made to the forecasted cash-flows of Euroclear Finland to
reflect the higher uncertainty of some forecasted revenues. Finally, the impact of T2S implementation on future cash flows has been tested and is
not deemed to significantly change the results of this impairment review.
As far as sensitivity analysis is concerned, the following parameters have been tested:
- A parallel upwards shift of the interest rate curve by 1% across all relevant countries would have resulted, all other factors being equal, in an
additional impairment charge of around €35,000,000 for NCSD at the end of 2012; and
- A decrease of all business volumes by 5% would have led to an additional impairment charge of around €40,000,000 for NCSD and an
impairment charge of €10,000,000 for EUI.
The changes in the parameters used for the sensitivity analysis set out above are based on management's estimates of what level of change is
reasonably possible. For example, the choice of a 5% decrease for business volumes is justified by the volatility observed between forecasts and
actuals over past two years.
As a result of this impairment review, the Board concluded that it was appropriate to record a total impairment charge of €50,000,000 for NCSD,
of which €35,000,000 relates to Euroclear Finland and €15,000,000 to Euroclear Sweden. Furthermore, as the goodwill impairment of
€15,000,000 has to be translated into SEK at a historical exchange rate, in line with the initial valuation of the goodwill, the total impairment charge
related to Euroclear Sweden amounts to €17,000,000 in the consolidated financial statements.
For ESES and EUI, the valuation exercise indicated that the current values of goodwill and related intangibles are still justified.
XIX. Non-current assets and disposal groups classified as held for sale
A building of 4600 m² close to Paris has been reclassified in 2011 to Assets held for sale. The decision to sell has been taken following the
decision taken in France to move to new office space. Real estate brokers had been instructed to aim for sales proceeds at the estimated market
value that is higher than the net book value. The time required for an effective sale was estimated between 6 months and 15 months.
In December 2012, an impairment loss (€1,350,000) has been booked based on the difference between the adjusted carrying amounts of
disposal groups and fair value less costs to sell.
The assets and liabilities related to Xtrakter Limited (part of segment "other") have been presented as held for sale following the approval of the
group's management on 24 October 2012 to sell Xtrakter Limited. The sale was completed on 28 February 2013.
Xtrakter is a provider of market data, operational risk management, trade matching and regulatory reporting services to the global capital market.
Xtrakter also provides information services for fixed-income instruments and owns a transaction reporting system called TRAX.
The sale of Xtrakter is driven principally by the desire to rationalise the activities of the group in order to focus on the core activities agreed by the
Board in forming part of Euroclear's product strategy. In addition, the group was not considered best positioned to deal with the material
investment decisions required by Xtrakter's business as a result of the changing regulatory environment.
Non-curre nt ass ets class ifie d as held for s ale
- Freehold land and buildings
Ass ets of dispos al groups class ified as held for sale
- Pre-payments and accrued income
- Property, plant and equipment
- Def erred income tax assets
- Goodw ill and intangible assets
Total ass ets
Liabilitie s of dispos al groups class ifie d as he ld for s ale
- Accruals and def erred income
- Current income tax liabilities
Total liabilitie s
XX. Provisions for liabilities and charges
Unused amounts reversed during the period
Amounts used
Onerous
contracts Redundancy
Dilapidation
At year-end 2012, the outstanding provision for onerous contracts mainly relate to three onerous contracts, one of them having been
recognised in 2012. The provisions for vacant premises leased by several Euroclear entities have been used or reversed in the course of
the year following termination of the underlying contracts. The outstanding provision for vacant premises will be progressively utilised over
the remaining period of the contracts concerned.
Provisions for dilapidation costs are recorded to reflect end-of-lease obligations in several countries.
At the end of 2012, Euroclear Belgium has recorded a provision of €4,000,000 related to the dematerialisation of Belgian securities, which
involves a series of discontinuation costs, amongst others the redeployment of staff, early retirement and severance costs. This provision is
reflected in the 'other provisions' set out above.
The current portion of the above provisions is estimated at €7,472,000.
XXI. Defined benefit plans
The group has several defined benefit pension plans covering employees in Belgium, France, Japan, The Netherlands, Sweden and
Switzerland. The group also provides medical plans and termination indemnities for its employees.
The assets of the plans are held separately from those of the group.
The most recent full actuarial valuations of the plans, under IFRS, were made by independent qualified professional actuaries as follows:
- Euroclear Bank - all plans: 31 December 2012
- Euroclear Belgium SA/NV - all plans: 31 December 2012
- Euroclear France - all plans: 31 December 2012
- Euroclear Nederland - pension plan: 31 December 2012
- Euroclear plc - pension plan: 31 December 2012
- Euroclear SA/NV - all plans: 31 December 2012
- Euroclear Sweden - all plans: 31 December 2012
The actuarial valuation of all plans as of 31 December 2012 showed a total deficit of €63,655,000 (2011: €58,818,000).
The pension cost in 2012 of €13,207,000 (2011: €12,411,000) has been fully recognised in the current year. The contribution, reflecting
employer's contributions for funded plans and benefit disbursements for unfunded plans, amounted to €11,979,000 (2011: €10,655,000).
The major assumptions used by the actuaries in their valuations were:
Expected rate of return on assets
Expected inflation rate
Future salary increases
Expected medical cost trend rate
The above percentages are weighted averages of the assumptions used for the individual plans.
Assumptions regarding future mortality experience are set based on advice and published statistics in each territory (MR/FR table with an
age set back of three years in Belgium, TGHF 05 table in France, AG Prognosetafel 2012-2062 in The Netherlands, EPF 2009 rates in
Japan and PRI 2011 in Sweden).
The value of assets in all plans and the expected rates of return were:
Long-term rate
of expected
Total m arket value of assets
Value of
The above percentages are weighted averages of the expectations for the individual plans.
The expected rate of return on plan assets is based on market expectations, at the beginning of the year, for a return over the entire life of
the related asset class, net of administrative fees. It is determined by using the building block approach, which factors in long-term inflation
and the expected long-term net return on each asset category.
'Other' represents an insurance company investment product with a guaranteed minimum interest rate.
The amounts recognised in the balance sheet are as follows:
Present value of funded obligations
Fair value of plan assets
Present value of unfunded obligations
Unrecognised past service cost
Irrecoverable surplus
The irrecoverable surplus relates to plans for which the surplus of plan assets over plan obligations is not available for offset with other
group pension fund liabilities.
The changes in the net deficit are as follows:
Deficit in plans at 1 January
Employer's expense
Gains/(losses) for the year
Actual employer's contributions
Deficit in plans at 31 Decem ber
The impact on other comprehensive income is as follows:
Actuarial gains/(losses) for the year
Impact of change in irrecoverable surplus
Im pact on statem ent of other com prehensive incom e
The defined benefit pension plan of Euroclear Nederland is financed via a multi-employer pension fund. Until the end of last year, the pension
assets and liabilities related to inactives were not included in the actuarial valuation. These inactives have been identified by the plan administrator
this year and allocated to the different participating employers. The net liability as of 31 December 2012 amounts to €5,100,000 and has been
recognised through other comprehensive income.
The cumulative actuarial loss recognised in other comprehensive income as at 31 December 2012 was €79,373,000 (2011: €76,321,000).
The amounts recognised in the income statement are as follows:
Employer's current service cost
Interest cost
Expected return on assets
Amortisation of past service cost
Losses/(gains) on curtailments and settlements
Total, included in staff costs
Changes in the present value of the defined benefit obligations are as follows:
Present value of obligations at 1 January
Benefit payments
Curtailments
Plan amendment
Experience (gains)/losses
(Gains)/losses due to assumption changes
Present value of obligations at 31 Decem ber
Changes in plan assets are as follows:
Fair value of plan assets at 1 January
Employer contributions
Expected return on plan assets
Experience gains/(losses)
Fair value of plan assets at 31 Decem ber
The amounts shown for curtailments in 2011 reflect some impacts of the restructuring in France. The amount shown for settlements in 2012
relates to inactive plan members included for the first time in 2012 in the defined benefit pension plan of Euroclear Nederland.
Expected contributions to post-employment benefit plans for the year ending 31 December 2013 are €3,054,000.
The amounts recognised on the balance sheet are as follows:
Present value of defined benefit obligations
Deficit in plans
Details of experience adjustments for the year:
Gains/(losses) on plan assets
(Gains)/losses on plan liabilities
The effect of a 1% movement in the assumed medical cost trend rate would be as follows:
- Ef fect on the defined benefit obligations
- Ef fect on the aggregate of the current service cost and interest cost
The movement in the deferred tax asset relating to the pension deficit is as follows:
Amount credited/(charged) through equity
Amount credited/(charged) through the income statement
Increase/(decrease) in deferred tax asset
XXII. Subordinated liabilities
Fair value .
Fixed/Floating Rate Guaranteed Non-Cumulativ e Perpetual Securities
- in more than tw o years but not more than f iv e y ears
Repay able
The Fixed/Floating Rate Subordinated Guaranteed Non-Cumulative Perpetual Securities listed above are denominated in euro and were
issued at par by Euroclear Finance 2 in June 2005 (principal amount of €300,000,000). The proceeds of the issue and the €4,500,000
capital of Euroclear Finance 2 were lent to Euroclear Bank through the full subscription of Fixed/Floating Rate Subordinated Perpetual
Notes (principal amount of €304,500,000, net of €2,600,000 of issue costs) issued by Euroclear Bank. These notes provide Upper Tier II
regulatory capital to Euroclear Bank on a stand-alone basis, whereas the securities provide Hybrid Tier I regulatory capital to Euroclear
Bank on a consolidated basis.
Euroclear Bank has irrevocably guaranteed, on a subordinated basis, the due payment of all sums payable by Euroclear Finance 2. The
notes rank equally with all unsecured obligations of Euroclear Bank and rank in priority to the rights and claims of all classes of equity. They
are subordinated to the claims of Senior Creditors of Euroclear Bank. The securities rank equally with all other present and future, direct,
unsecured, perpetual, non-cumulative and subordinated obligations of Euroclear Finance 2 and rank in priority to the rights and claims of all
classes of equity. They are subordinated to the claims of Senior Creditors both of Euroclear Finance 2 and Euroclear Bank. Euroclear
Finance 2 has options to redeem the Fixed/Floating Rate Subordinated Guaranteed Non-Cumulative Perpetual Securities on 15 June 2015
and on any interest payment date thereafter. Upon the occurrence of a supervisory event or any event resulting in a general concursus
creditorum on the assets of Euroclear Bank, as defined in the terms and conditions of Fixed/Floating Rate Subordinated Guaranteed NonCumulative Perpetual Securities, the securities together with the accrued interest will be converted into Conversion Profit-sharing
Certificates in consideration for a contribution in kind of the securities to Euroclear Bank. Upon the occurrence of such an event, the notes
will also be redeemed at their principal amount together with accrued interest.
During 2009, Euroclear Finance 2 SA repurchased a nominal amount of €6 million of its issued securities. Furthermore, during 2012,
Euroclear Finance 2 SA repurchased a nominal amount of €195.9 million of its issued securities. These transactions resulted in an
equivalent repurchase of notes issued by Euroclear Bank.
XXIII. Redeemable preference shares
Preferred, non-voting, redeemable shares
In May 2000, Euroclear plc issued 50,000 preferred, non-voting, redeemable shares of one pound sterling each, which are 25% paid up.
They have no voting rights but receive each year, on 1 June, a preferred dividend equal to 6.66% of their paid up nominal value. Subject to
the provisions of the Companies Act 2006, the pound sterling shares shall be redeemed 100 years from their date of issue or at any time
prior thereto at the option of the Company. On redemption, the Company shall pay to the holder the paid up nominal value of the sterling
shares.
In the event of a winding up of the Company, or a reduction of capital involving a repayment, the non-voting, non-equity, redeemable
sterling preference shares have priority over the other classes of share capital.
XXIV. Share capital
A uthorised share capital
4,000,000 shares of 1 euro each
Num be r of s har e s
Issued, allotted and f ully paid share capital
Or dinar y
Clas s 'S'
A t 1 January and 31 December 2012
At 31 December 2012, there was no stock option plan on the shares of Euroclear plc or any subsidiary.
Equity shareholders have the right to attend and vote at general meetings and to receive dividends, except that class S shareholders are
not entitled to vote on the appointment of any directors of the Company other than a Class S director.
XXV. Other reserves
Hedge of
Availablenet inv. in
for-sale Cash flow
hedging operations translation
Legal held for
reserve reserve
Fair value adjustments
XIV, XVI
Deferred tax on fair value adjustments
Foreign currency translation differences
Transfer to non-distributable reserves
The hedge of net investment in foreign operations reserve and the froeign currency translation reserve relate to the group's subsidiaries in
Sweden and the United Kingdom.
In addition to the translation of structural currency exposures relating to the group's subsidiaries with a functional currency other than the
euro, the foreign currency translation reserve includes the translation impact when other group entities moved to the euro as their functional
The foreign currency translation reserve also includes the translation impact of goodwill and intangible assets expressed in Swedish krona
and sterling that were recognised at the time of acquisition of subsidiaries in Sweden, and EMXCo in the United Kingdom. The foreign
currency translation reserve of Xtrakter has been transferred to Disposal groups held for sale in 2012.
The legal reserve represents non-distributable amounts required to be established as separate reserves in compliance with local laws in
certain countries where the group operates.
Other reserves include:
- amounts previously classified as a Merger reserve under UK Generally Accepted Accounting Principles (GAAP). Since Merger Relief
accounting is no longer permitted under IFRS, this amount is now classified under Other reserves. As with the Merger reserve under UK
GAAP, any time there is an impairment charge relating to the goodwill of the relevant subsidiaries, there is a transfer to Retained earnings
from this reserve for an equal amount, only within Shareholders' equity. In 2010, a transfer of €250,000,000 was made to cover the goodwill
impairment relating to Euroclear UK & Ireland. In 2009, the transfer amounted to €85,000,000 and covered the goodwill impairment relating
to the Euroclear UK & Ireland and ESES operating segments.
- €22,267,000 relating to the acquisition of EMXCo in 2006.
In 2010, Other reserves still included a non-distributable reserve of €55,000,000 that Euroclear SA/NV had been required to establish during the
duration of a loan that it made to Euroclear Investments to partially finance a capital increase in Euroclear SA/NV. The loan has been
reimbursed in 2011 and the reserve released.
XXVI. Dividends paid
€ per share
Equity paid
See Note XXX for details of the proposed 2012 equity dividend.
XXVII. Contingent liabilities and commitments
A ssets pledged as collateral
Securities lending indemnif ications
Litigations
Assets pledged as collateral include:
- investment securities with a book value of €979,953,000 (2011: €1,236,269,000) deposited with the Belgian National Bank as potential
collateral, principally for TARGET2-related exposures. There was no exposure at 31 December 2012 (2011: €0); and
- a bank deposit of €980,000 (2011: €1,050,000) pledged by Euroclear Finland to a third-party registration fund in order to fulfil its
obligations as account operator.
Under the terms of the Euroclear Securities Lending and Borrowing Programme, Euroclear Bank provides an indemnification to securities
lenders whereby if a securities borrower is unable to return the securities, Euroclear Bank will indemnify the lender with replacement
securities or their cash equivalent. As of 31 December 2012, the amount of such guarantees amounted to €9,802,399,000 (2011:
€12,067,914,000), which represents market value plus accrued interest. Euroclear Bank's policy is that all securities borrowings are
covered by collateral pledged by the borrowing banks and their customers.
Furthermore, Euroclear Bank faces a contingent liability amounting to ISK3.3 billion/€19,636,000 (2011: €ISK 3.3 billion/€20,648,000),
excluding accrued interests, following a court case introduced by one of its cash correspondents. Euroclear Bank's cash correspondent is
seeking the reimbursement of a money market deposit made in October 2008, stating that at the time the payment was made, they were
already insolvent and therefore the payment was void. Euroclear Bank has formally disagreed with the voidance. Euroclear Bank is of the
opinion that it is in a good position to defend this claim and consequently has made no provision. Euroclear Bank's insurance does not
cover this claim. On 1 March 2013, Euroclear Bank won its litigation against the cash correspondent. However, an appeal by the latter
against this decision is expected in the course of the year.
Finally, at the end of 2011, Euroclear Bank was involved in a potentially material litigation in the Commercial Court in the UK. The claim
against Euroclear Bank had been brought by a client which was seeking damages for the alleged breach of contract and/or negligence by
Euroclear Bank in certain of its past operations. This litigation has been settled in May 2012.
XXVIII. Operating lease commitments
Vehicles,
plant and
Group com pany as lessee
Future aggregate minimum lease payments under non-cancellable operating
leases:
- up to one year
- later than one year and not later than five years
- over five years
There are no sub-lease payments receivable relating to the above operating leases (2011: €0).
Minimum lease payments recognised as an expense
Gr oup com pany as le s s or
Future minimum leas e payments receiv able under non-canc ellable leas es :
- up to one y ear
- later than one y ear and not later than f iv e years
XXIX. Related-party disclosures
Euroclear plc, incorporated in the United Kingdom, is the ultimate parent and controlling party of the Euroclear group. Euroclear plc's
investments in its subsidiaries are set out in Note II to the parent company financial statements.
Transactions with related parties, other than those between companies of the group, eliminated on consolidation, are principally related to
key management compensation. Transactions between Euroclear plc, as parent company, and its subsidiaries are described in Note XIII to
the parent company financial statements.
Besides this, the group considers its Belgian pension fund as a related party as it has the ability to exercise significant influence over it in
taking financial or operational decisions. Disclosures related to the pension funds are presented in Note XXI.
XXIX.1. Key management compensation
The compensation of key management (members of the Management Committees of Euroclear SA/NV and its (l)CSD subsidiaries and
Xtrakter, group division heads and the Euroclear plc Executive Secretary) and non-executive directors was as follows:
Short-term employee benef its
Post-employment benef its
Other long-term benef its
Termination benef its
Total compensation of key management
Emoluments of non-executive directors
Total com pe ns ation of k e y m anage m e nt and dire ctors
Emoluments of highest paid director
For 2012, the National Bank of Belgium (NBB) has approved the compensation principles for the members of the Management Committees
of Euroclear SA/NV and Euroclear Bank and of certain other senior management. The 2012 amounts - as approved by the respective
Remuneration Committees/Boards - reflect these principles and more specifically the allocation between short-term and long-term benefits.
No loans or similar transactions occurred with directors, key management or their close family members.
The companies employing the Euroclear plc non-executive directors are subject to the same terms, conditions and tariffs as other
companies.
Included in the fees of non-executive directors are fees paid directly to the respective employers of the Euroclear directors, amounting to
€180,000 (2011: €162,000).
Six directors waived the right to receive emoluments totalling €129,000 (2011: Five directors; € 114,000).
Directors' emoluments are in the form of fees with the exception of life insurance benefits for one director amounting to €13,000 (2011:
€23,000).
XXX. Events after the balance sheet date
XXX.1. Proposed dividend
On 5 March 2013, the directors resolved to propose a dividend in respect of the financial year ending 31 December 2012 of €25.36 (2011:
€17.35) per equity share, which will distribute €97,146,000 (2011: €66,462,000) of shareholders' equity. The dividend will be paid on 17
June 2013 to shareholders on the register on 7 May 2013.
Euroclear plc annual report 2012 Independent auditor's report
to the members of Euroclear plc
We have audited the group financial statements of Euroclear plc for the year ended 31 December 2012 which comprise the Consolidated
Statement of Financial Position, the Consolidated Statement of Comprehensive Income, the Consolidated Cash Flow Statement, the
Consolidated Statement of Changes in Equity, the Accounting Policies and the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' Responsibilities set out on page 10, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on
the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our
prior consent in writing.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the group's circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In
addition, we read all the financial and non-financial information in the Consolidated financial statements and parent company financial
statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the group financial statements:
give a true and fair view of the state of the group's affairs as at 31 December and of its profit and cash flows for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the group financial statements are prepared is
consistent with the group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the parent company financial statements of Euroclear plc for the year ended 31 December 2012.
John Hitchins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
The maintenance and integrity of the Euroclear website is the responsibility of the directors; the work carried out by the auditors
does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may
have occurred to the financial statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
Euroclear plc annual report 2012 Parent company financial statements
Parent company statement of financial position
Non-current assets
Investment in subsidiary undertakings
Trade and other receivables
Total non-current assets
Capital and reserves attributable to equity holders of the Com pany
Ordinary shares
Share premium
Non-current liabilities
Trade and other payables
Total equity and liabilities
Euroclear plc annual report 2012 Parent company financial statements (continued)
Statement of changes in equity
Profit for the year (Note I)
Dividends paid (Note XXVI to Euroclear plc consolidated financial statements)
Pension reserve
Statement of cash flows
Profit before incom e tax
Adjustments for:
- Fair value gains on derivative financial instruments
- Interest on redeemable preference shares
- Unrealised foreign exchange gain on redeemable preference shares
Changes in w orking capital:
- Trade and other receivables
- Trade and other payables
- Reimbursment of intercompany loan
Cash generated from operations
Income tax paid
Net cash generated from operating activities
Cash flow s from financing activities
Dividends paid to the Company's shareholders (Note XXVI of Euroclear plc consolidated financial statements)
Interest paid to holders of redeemable preference shares (Note XXIII of Euroclear plc consolidated financial statements)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
of w hich cash at bank and on hand
of w hich short-term bank deposits
Cash and cash equivalents at end of the year
The amount placed with related parties at 31 December 2012 was €40,666,000 (2011: €17,330,000) (Note XIII).
Euroclear plc annual report 2012 Notes to the parent company financial statements
Notes to the parent company financial statements
I. Group profit dealt with in the accounts of Euroclear plc
For 2012, a profit after tax of €76,884,000 (2011: €41,864,000) of the group's overall profit attributable to equity shareholders was recorded
in the accounts of Euroclear plc. As permitted by Section 408 of the Companies Act 2006, the income statement of Euroclear plc has not
been presented separately.
II. Investments in subsidiary undertakings
At 31 December 2012, Euroclear plc had the following interests in the issued ordinary share capital of subsidiary undertakings.
Country of
Consolidated subsidiaries
Caisse interprofessionelle de dépôts et
de virements de titres SA1
Calar Belgium SA/NV2
EMX Company Limited1
Euroclear SA/NV3
Euroclear Bank SA/NV1
Euroclear Finance 2 SA2
Euroclear Finland Oy1
Euroclear France SA1
Euroclear Investments
Euroclear Properties France SAS3
Euroclear Re SA3
Euroclear Sweden AB1
Euroclear UK & Ireland Limited1
Nederlands Centraal Instituut voor
Giraal Effectenverkeer BV (Necigef)1
Nederlands Interprofessioneel
Effectencentrum NIEC BV(NIEC)1
VKI AB4
Xtrakter Limited1
Central Securities Depository for Belgium
(I)CSD holding company, ownership of share processing
platforms and delivery of shared non-operational services
Banking, securities settlement and custody services
Financing vehicle
Central Securities Depository for Finland
Central Securities Depository for France
Investment holding
Central Securities Depository for Sweden
Central Security Depository for the UK and Ireland, and
investment-fund order routing
of voting
rights and
Central Securities Depository for The Netherlands
TRAX trade matching and reporting
Held through Euroclear SA/NV
Held through Euroclear Bank SA/NV
Held through Euroclear Investments
Held through Euroclear Sweden AB
NCSD Systems AB merged with Euroclear Sweden AB in September 2012 and NCSD Holding AB was liquidated in December 2012.
EMX Company Limited's investment-fund order routing business was transferred to Euroclear UK & Ireland Limited in September 2010.
Euroclear plc annual report 2012 Notes to the parent company financial statements (continued)
Non-consolidated subsidiaries
CIN (Belgium) Limited1
CREST Client Tax Nominee (No. 1)
CREST Depository Limited2
CREST International Nominees Limited1
CREST Stamp Nominee (No. 1) Limited2
CRESTCo Limited2
EC Nominees Limited3
EOC Equity Limited3
Euroclear International Services Limited4
Euroclear Nominees Limited3
FundSettle EOC Nominees Limited3
Trinity Nominees Limited2
Nominee company
Held through CREST Depository Limited
Held through Euroclear UK & Ireland Limited
These companies have not been consolidated since they are not material. No transactions have occurred between these companies and
the other companies in the group.
III. Deferred income tax assets
Defined benefit plan
A deferred tax asset has been recognised on the defined benefit plan liability (see Note IX).
IV. Trade and other receivables
Loans to related parties
Accrued fee income from related parties
Pre-payments
The fair value of the loan at 31 December 2011 was €14,298,000. The loan was reimbursed in the course of 2012.
The fair value of the current trade and other receivables equals their carrying amount as at 31 December 2012.
No trade and other receivables were impaired or past due as at 31 December 2012.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable mentioned above.
V. Derivative financial instruments
At 31 December 2012 and 31 December 2011, the fair value and the notional amounts of the Company's derivative financial instruments
were as follows:
All derivatives are classified as a current asset or liability held for trading as at 31 December 2012 and 31 December 2011.
The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets on the balance sheet.
The Belgian-based members of the Euroclear SA/NV and Euroclear Bank Management Committees and certain members of senior
management participate in a stock option scheme (not involving shares of any Euroclear group company) managed by the Board of
Directors of Euroclear plc.
VI. Share capital
For details, see Note XXIV to the Euroclear plc consolidated financial statements.
VII. Other reserves
Nondistributable
Other reserves include €1,176,940,000 previously classified as a Merger reserve under UK Generally Accepted Accounting Principles
(GAAP). Since Merger Relief accounting is no longer permitted under IFRS, this amount is now classified under Other reserves. The
remaining €22,267,000 relates to the acquisition of Euroclear Belgium in 2006.
Other reserves at 31 December 2011 have been restated to include an amount of €2,111,000 of foreign currency translation loss,
previously included in retained earnings. This reclassification has had no impact on the company's total equity.
VIII. Redeemable preference shares
For details, see Note XXIII to the Euroclear plc consolidated financial statements.
IX. Pension deficit
Def ined benef it plan
The plan relates to annuity pensions payable to the spouse of a former Executive Secretary.
X. Trade and other payables
Amounts due to related parties
Social security and other taxes
XI. Contingent liabilities
Loan guarantee (contract amount)
The loan guarantee relates to a loan granted to Calar Belgium.
XII. Commitments
Com m itm e nts (contract am ount)
Liquidity facility provided to subsidiary - one year or less
The Company has contractually committed to make a liquidity facility of up to €20,000,000 available to Euroclear SA/NV. No amount has
been drawn on this facility.
XIII. Related-party transactions
Euroclear plc is the ultimate parent and the controlling party of the Euroclear group. Investments in its subsidiaries are set out in Note II.
The following is a summary of the balances relating to transactions with Euroclear plc's subsidiaries included in its financial statements:
Investment in subsidiaries
Finance income
Finance expense
Total incom e statem ent
Off-balance sheet
Guarantees provided
Liquidity facility provided
Total off-balance sheet
Further details of the transactions with related parties and of key management compensation are provided below.
XIII.1. Transactions with subsidiaries
XIII.1.a. Unsecured loans
The loan transactions and related interest are as follows:
Reimbursement during the year
The loan to Euroclear Properties France has an interest rate of 4.82% and is reimbursable in nine annual instalments of €2,000,000. The
reimbursements, each amounting to €2,000,000 had been made in November 2005, May 2009 and November 2010. In June 2012, the
remainder of the outstanding loan (€12,000,000) has been reimbursed.
XIII.1.b. Bank accounts and term deposits
Euroclear plc also has sight and unsecured short-term deposit accounts at Euroclear Bank. The deposits are remunerated at market rates
of interest.
No provisions have been recognised in respect of these deposits.
XIII.1.c. Administrative support
Certain administrative support costs are periodically recharged to and by other companies within the Euroclear group.
XIII.1.d. Licence agreement
Under a licence agreement, Euroclear plc has granted to Euroclear Bank the right to operate the Euroclear System and the right to use and
sub-licence the Euroclear trademark. The agreement may be terminated by either party with three years notice. Euroclear Bank pays
Euroclear plc a royalty fee of 2.7% (2011: 2.7%), computed on certain qualifying revenues.
XIII.1.e. Guarantees provided
Euroclear plc provides a guarantee to a Belgian bank in connection with that bank's loan made in 1995 to Calar Belgium SA/NV, a whollyowned subsidiary of Euroclear Bank. Calar Belgium pays Euroclear plc a guarantee fee of 20 bps on the outstanding capital amount. At 31
December 2012, the amount of the guarantee was €8,379,000 (2011: €10,862,000).
XIII.1.f. Liquidity facility
In July 2005, Euroclear plc provided a liquidity facility to Euroclear SA/NV for an aggregate principal amount of €20,000,000. The facility
was made for an initial period of one year, automatically renewed. It can be terminated by either party with three months notice. A fee of 5
bps is computed on the amount of the facility regardless of whether the facility is used and any utilisation of the facility (none to date) is
remunerated at Euribor + 12.5 bps.
XIII.2. Key management compensation
The compensation of key management was as follows:
Fees of non-executive directors
Further information relating to directors' emoluments can be found in Note XXIX to the Euroclear plc consolidated financial statements. No
loans or similar transactions occurred with directors, key management or their close family members.
XIV. Events after the balance sheet date
XIV.1. Proposed dividend
We have audited the parent company financial statements of Euroclear plc for the year ended 31 December 2012 which comprise the
Statement of Financial Position, the Statement of Cash Flow, the Statement of Changes in Equity and the related notes. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
whether the accounting policies are appropriate to the parent company's circumstances and have been consistently applied and adequately
disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial information in the Consolidated financial statements and parent company
financial statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material
In our opinion the parent company financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2012 and of its profit and cash flows for the year then
ended;
In our opinion the information given in the Directors' Report for the financial year for which the parent company financial statements are
prepared is consistent with the parent company financial statements.
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
We have reported separately on the group financial statements of Euroclear plc for the year ended 31 December 2012.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
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