Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____.
Summary | |
1. RESPONSIBILITY FOR THE FORM | 5 |
1.1. DECLARATION AND IDENTIFICATION OF INDIVIDUALS IN CHARGE | 5 |
2. INDEPENDENT AUDITORS | 6 |
2.1/2.2 - IDENTIFICATION AND REMUNERATION OF AUDITORS | 6 |
2.3 - OTHER RELEVANT INFORMATION | 6 |
3. SELECTED FINANCIAL INFORMATION | 7 |
3.1 - FINANCIAL INFORMATION - CONSOLIDATED | 7 |
3.2 - NON-GAAP EARNINGS | 7 |
3.3 - SUBSEQUENT EVENTS TO THE LATEST FINANCIAL STATEMENTS | 7 |
3.4 - INCOME ALLOCATION POLICY | 8 |
3.5 - DIVIDEND PAYOUTS AND WITHHOLDING OF NET INCOME | 10 |
3.6 - DECLARATION OF DIVIDENDS TO THE WITHHELD PROFITS OR RESERVES ACCOUNT | 12 |
3.7 - LEVEL OF INDEBTEDNESS | 12 |
3.8 - OBLIGATIONS ACCORDING TO NATURE AND MATURITY | 12 |
3.9 - OTHER RELEVANT INFORMATION | 13 |
4. RISK FACTORS | 14 |
4.1 - DESCRIPTION OF RISK FACTORS | 14 |
4.2 - COMMENTS ON EXPECTATIONS OF CHANGES IN EXPOSURE TO RISK FACTORS | 21 |
4.3 - NON-CONFIDENTIAL AND RELEVANT LITIGATION, ARBITRATION OR ADJUDICATORY PROCEEDINGS | 21 |
4.4 - NON-CONFIDENTIAL AND RELEVANT LITIGATION, ARBITRATION OR ADJUDICATORY PROCEEDINGS WHOSE APPELLEES ARE | |
ADMINISTRATORS, FORMER ADMINISTRATORS, CONTROLLERS, FORMER CONTROLLERS OR INVESTORS | 26 |
4.5 - CONFIDENTIAL RELEVANT PROCEEDINGS | 26 |
4.6 - NON-CONFIDENTIAL AND RELEVANT JOINT LITIGATION, ARBITRATION OR ADJUDICATORY PROCEEDINGS, RECURRING OR ANCILLARY | 26 |
4.7 - OTHER RELEVANT CONTINGENCIES | 27 |
4.8 - RULES OF THE COUNTRY OF ORIGIN AND THE COUNTRY WHERE THE SECURITIES ARE GUARDED | 27 |
5. MARKET RISK | 28 |
5.1 - DESCRIPTION OF THE MAIN MARKET RISKS | 28 |
5.2 - DESCRIPTION OF THE MARKET RISK MANAGEMENT POLICY | 32 |
5.3 - SIGNIFICANT CHANGES IN KEY MARKET RISKS | 37 |
5.4 - OTHER RELEVANT INFORMATION | 37 |
6. ISSUER'S HISTORY | 38 |
6.1 / 6.2 / 6.4 - ESTABLISHMENT OF THE ISSUER, TERM OF DURATION AND DATE OF REGISTRATION AT THE CVM | 38 |
6.3 - BRIEF HISTORY | 38 |
6.5 - MAIN CORPORATE EVENTS OCCURRING AT THE ISSUER, SUBSIDIARIES OR AFFILIATES | 39 |
6.6 - BANKRUPTCY INFORMATION FOUNDED ON RELEVANT VALUE OR JUDICIAL OR EXTRAJUDICIAL RECOVERY | 42 |
6.7 - OTHER RELEVANT INFORMATION | 42 |
7. ISSUER'S ACTIVITIES | 43 |
7.1 - DESCRIPTION OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS SUBSIDIARIES | 43 |
7.2 - INFORMATION ON OPERATING SEGMENTS | 43 |
7.3 - INFORMATION ON PRODUCTS AND SERVICES RELATING TO THE OPERATIONAL SEGMENTS | 47 |
7.4 - CUSTOMERS ACCOUNT FOR MORE THAN 10% OF THE TOTAL NET REVENUE | 66 |
7.5 - RELEVANT EFFECTS OF STATE REGULATION IN THE ACTIVITIES | 66 |
7.6 - RELEVANT REVENUES COMING FROM FOREIGN COUNTRIES | 86 |
7.7 - EFFECTS OF FOREIGN CONTROL ON ACTIVITIES | 86 |
7.8- RELEVANT LONG-TERM RELATIONSHIPS | 86 |
7.9 - OTHER RELEVANT INFORMATION | 87 |
8. ECONOMIC GROUP | 88 |
8.1- DESCRIPTION OF THE ECONOMIC GROUP | 88 |
8.2 - DESCRIPTION OF THE ECONOMIC GROUP | 92 |
8.3 - RESTRUCTURING OPERATIONS | 92 |
8.4 - OTHER RELEVANT INFORMATION | 92 |
9. RELEVANT ASSETS | 93 |
9.1 - RELEVANT NON-CURRENT ASSETS - OTHERS | 93 |
9.2 - OTHER RELEVANT INFORMATION | 94 |
10. OFFICERS’ NOTES | 95 |
10.1 - FINANCIAL AND GENERAL ECONOMIC CONDITIONS | 95 |
10.2 - FINANCIAL AND OPERATING INCOME | 116 |
10.3 - EVENTS WITH RELEVANT EFFECTS, OCCURRED AND EXPECTED, IN THE FINANCIAL STATEMENTS | 118 |
10.4 - SIGNIFICANT CHANGES IN ACCOUNTING PRACTICES - CAVEATS AND EMPHASIS IN THE AUDITOR'S OPINION | 119 |
10.5 - CRITICAL ACCOUNTING POLICIES | 122 |
10.6 - INTERNAL CONTROLS RELATING TO THE PREPARATION OF FINANCIAL STATEMENTS - THE DEGREE OF EFFICIENCY AND DISABILITY AND | |
PRESENT RECOMMENDATIONS IN AUDITOR'S REPORT | 125 |
10.7 - ALLOCATION OF PUBLIC RESOURCES AND EVENTUAL DEVIATIONS | 126 |
10.8 - RELEVANT ITEMS NOT EVIDENCED IN THE FINANCIAL STATEMENTS | 126 |
10.9 - COMMENTS ON OTHER ITEMS NOT EVIDENCED IN THE FINANCIAL STATEMENTS | 126 |
10.10 - BUSINESS PLAN | 126 |
10.11 - OTHER FACTORS WITH RELEVANT INFLUENCE | 127 |
11. PROJECTIONS | 128 |
11.1 - DISCLOSED PROJECTIONS AND ASSUMPTIONS | 128 |
11.2 - MONITORING AND ALTERATIONS TO THE PROJECTIONS DISCLOSED | 130 |
12. GENERAL SHAREHOLDERS’ MEETING AND ADMINISTRATION | 132 |
12.1 DESCRIPTION OF THE ADMINISTRATIVE STRUCTURE | 132 |
12.2 - RULES, POLICIES AND PRACTICES RELATING TO GENERAL SHAREHOLDERS’ MEETINGS | 138 |
12.3 - DATES AND NEWSPAPERS FOR PUBLISHING THE INFORMATION REQUIRED BY LAW NO. 6,404/76 | 139 |
12.4 - RULES, POLICIES AND PRACTICES RELATING TO THE BOARD OF DIRECTORS | 140 |
12.5 - DESCRIPTION OF THE ARBITRATION CLAUSE TO RESOLVE CONFLICT THROUGH ARBITRATION | 142 |
12.6/8 - COMPOSITION AND PROFESSIONAL EXPERIENCE OF THE DIRECTORS AND OF THE FISCAL COUNCIL | 142 |
12.7 - COMPOSITION OF COMMITTEES AS WELL AS STATUTORY AUDIT COMMITTEES, RISK, AND FINANCIAL REMUNERATION, ALTHOUGH SUCH | |
COMMITTEES OR STRUCTURES ARE NOT STATUTORY | 142 |
12.9 - EXISTENCE OF MARITAL RELATIONSHIP, STABLE UNION OR KINSHIP UP TO THE SECOND DEGREE RELATED TO THE ISSUER'S | |
ADMINISTRATORS, SUBSIDIARIES ANDCONTROLLERS | 142 |
12.10 - RELATIONSHIPS OF SUBORDINATION, PROVISION OF SERVICE OR MAINTAINED CONTROL IN THE LAST 3 FISCAL YEARS, BETWEEN | |
ADMINISTRATORS AND SUBSIDIARIES, CONTROLLERS AND OTHERS | 142 |
12.12 - OTHER RELEVANT INFORMATION | 142 |
12.11 - AGREEMENTS, INCLUDING INSURANCE POLICIES, FOR PAYMENT OR REIMBURSEMENT OF EXPENSES INCURRED BY ADMINISTRATORS495 | |
12.12. PROVIDE OTHER INFORMATION THAT THE ISSUER DEEMS RELEVANT: | 478 |
13. MANAGEMENT COMPENSATION | 497 |
13.1. DESCRIPTION OF THE POLICY OR COMPENSATION PRACTICE, INCLUDING THE NONSTATUTORY BOARD OF EXECUTIVE OFFICERS | 497 |
13.2 - TOTAL COMPENSATION OF THE BOARD OF DIRECTORS, STATUTORY BOARD OF DIRECTORS AND FISCAL COUNCIL | 502 |
13.3 - VARIABLE COMPENSATION OF THE BOARD OF DIRECTORS, STATUTORY BOARD OF EXECUTIVE OFFICERS AND FISCAL COUNCIL | 506 |
13.4 - COMPENSATION PLAN BASED ON SHARES HELD BY THE BOARD OF DIRECTORS AND STATUTORY BOARD OF EXECUTIVE OFFICERS | 507 |
13.5 - NUMBER OF SHARES, QUOTAS AND OTHER SECURITIES CONVERTIBLE INTO SHARES HELD BY MANAGERS AND BY THE FISCAL COUNCIL - | |
BY BODY | 507 |
13.6 - COMPENSATION BASED ON SHARES OF THE BOARD OF DIRECTORS AND OF THE BOARD OF EXECUTIVE OFFICERS | 507 |
13.7 - INFORMATION ON OPTIONS (OPEN) HELD BY THE BOARD OF DIRECTORS AND STATUTORY BOARD OF EXECUTIVE OFFICERS | 507 |
13.8 - OPTIONS EXERCISED AND SHARES DELIVERED RELATED TO COMPENSATION BASED ON SHARES OF THE BOARD OF DIRECTORS AND OF | |
THE STATUTORY BOARD OF EXECUTIVE OFFICERS | 507 |
13.9 - INFORMATION NECESSARY FOR UNDERSTANDING THE DATA DISCLOSED IN ITEMS TO 13.6 TO 13.8 - METHOD OF PRICING THE VALUE | |
OF SHARES AND OPTIONS | 508 |
13.10 - INFORMATION ON PRIVATE PENSION PLANS GRANTED TO THE MEMBERS OF THE BOARD OF DIRECTORS AND TO THE STATUTORY | |
BOARD OF EXECUTIVE OFFICERS | 508 |
13.11 - HIGHEST, LOWEST AND THE AVERAGE INDIVIDUAL COMPENSATION FOR THE BOARD OF DIRECTORS, STATUTORY BOARD OF | |
EXECUTIVE OFFICERS AND FISCAL COUNCIL | 508 |
13.12 - COMPENSATION OR INDEMNITY MECHANISMS FOR MANAGERS IN CASE OF REMOVAL FROM OFFICE OR RETIREMENT | 509 |
13.13 - PERCENTAGE IN TOTAL COMPENSATION HELD BY MANAGERS AND MEMBERS OF THE FISCAL COUNCIL THAT ARE RELATED PARTIES TO | |
THE CONTROLLING SHAREHOLDERS | 509 |
13.14 - MANAGERS AND FISCAL COUNCIL'S MEMBER’S COMPENSATION, GROUPED BY BODY, RECEIVED FOR ANY REASON OTHER THAN THE | |
POSITION THEY OCCUPY | 510 |
13.15 - MANAGERS AND FISCAL COUNCIL’S MEMBER’S COMPENSATION RECOGNIZED IN THE INCOME OF THE CONTROLLING | |
SHAREHOLDERS, DIRECT OR INDIRECT, OF COMPANIES UNDER JOINT CONTROL AND OF THE ISSUER’S SUBSIDIARIES | 510 |
13.16 – OTHER RELEVANT INFORMATION | 510 |
14. HUMAN RESOURCES | 511 |
14.1 - DESCRIPTION OF HUMAN RESOURCES | 511 |
14.2 - RELEVANT CHANGES - HUMAN RESOURCES | 513 |
14.3 - DESCRIPTION OF EMPLOYEE COMPENSATION POLICY | 513 |
14.4 - DESCRIPTION OF THE RELATIONSHIP BETWEEN THE ISSUER AND UNIONS | 514 |
15. CONTROL | 515 |
15.1/15.2 - EQUITY POSITION | 515 |
15.3 - CAPITAL DISTRIBUTION | 520 |
15.4 - ORGANIZATION CHART OF SHAREHOLDERS | 520 |
15.5 - SHAREHOLDERS' AGREEMENT FILED AT THE HEADQUARTERS OF THE ISSUER OR OF WHICH THE CONTROLLER IS A PART | 520 |
15.6 - RELEVANT CHANGES IN THE SHAREHOLDINGS OF MEMBERS OF THE CONTROL GROUP AND THE ISSUER'S ADMINISTRATORS | 520 |
15.7 - OTHER RELEVANT INFORMATION | 520 |
16. TRANSACTIONS FOR RELATED PARTIES | 521 |
16.1 - DESCRIPTION OF THE RULES, POLICIES AND PRACTICES OF THE ISSUER WITH REGARD TO THE REALIZATION OF TRANSACTIONS WITH | |
RELATED PARTIES | 521 |
16.2 - INFORMATION ABOUT TRANSACTIONS WITH RELATED PARTIES | 521 |
16.3 - IDENTIFICATION OF MEASURES TAKEN TO DEAL WITH CONFLICTS OF INTEREST AND DEMONSTRATION OF THE STRICTLY COMMUTATIVE | |
CONDITIONS AGREED OR OF APPROPRIATE COMPENSATORY PAYMENT | 526 |
17. CAPITAL STOCK | 527 |
17.1 - INFORMATION ON THE SHARE CAPITAL | 527 |
17.2 - CAPITAL INCREASES | 527 |
17.3 - INFORMATION ABOUT DEVELOPMENTS, GROUPING AND STOCK BONUSES | 528 |
17.4 - INFORMATION ON THE SHARE CAPITAL | 528 |
17.5 - OTHER RELEVANT INFORMATION | 528 |
18. SECURITIES | 529 |
18.1 - STOCK RIGHTS | 529 |
18.2 - DESCRIPTION OF ANY STATUTORY RULES WHICH LIMIT THE VOTING RIGHTS OF SHAREHOLDERS SIGNIFICANTLY OR LEADING THEM TO | |
PUBLIC OFFERING | 530 |
18.3 - DESCRIPTION OF EXCEPTIONS AND SUSPENSIVE CLAUSES RELATING TO POLITICAL OR ECONOMIC RIGHTS LAID DOWN IN THE BYLAWS | 530 |
18.4 - VOLUME OF NEGOTIATIONS AND MAJOR AND MINOR QUOTES OF SECURITIES TRADED | 530 |
18.5 - DESCRIPTION OF OTHER SECURITIES ISSUED | 531 |
18.6 - BRAZILIAN MARKETS IN WHICH SECURITIES ARE ADMITTED TO TRADING | 535 |
18.7 - INFORMATION ABOUT CLASS AND KINDS OF SECURITIES ADMITTED FOR TRADING IN FOREIGN MARKETS | 535 |
18.8 - DISTRIBUTION PUBLIC OFFERINGS MADE BY THE ISSUER OR BY THIRD PARTIES, INCLUDING CONTROLLERS AND RELATED COMPANIES | |
AND SUBSIDIARIES, RELATING TO SECURITIES OF THE ISSUER | 536 |
18.9 - DESCRIPTION OF TAKEOVER BIDS MADE BY THE ISSUER IN RESPECT OF SHARES ISSUED BY THIRD PARTIES | 536 |
18.10 - OTHER RELEVANT INFORMATION | 536 |
19. REPURCHASE PLANS/TREASURY | 558 |
19.1 - INFORMATION ON THE ISSUER'S SHARE BUYBACK | 558 |
19.2 - MOVEMENT OF SECURITIES HELD IN TREASURY | 559 |
19.3 - INFORMATION ON SECURITIES HELD AS TREASURY STOCK ON THE CLOSING DATE OF THE LAST FISCAL YEAR | 560 |
19.4 - OTHER RELEVANT INFORMATION | 561 |
20. TRADING POLICY | 562 |
20.1 - INFORMATION ABOUT THE SECURITIES TRADING POLICY | 562 |
20.2 - OTHER RELEVANT INFORMATION | 563 |
21. DISCLOSURE POLICY | 564 |
21.1 - DESCRIPTION OF THE STANDARDS, OR INTERNAL PROCEDURES RELATING TO THE REGIMENTS DISCLOSURE OF INFORMATION | 564 |
21.2 - DESCRIPTION OF THE POLICY FOR DISCLOSURE OF MATERIAL ACT OR FACT AND PROCEDURES CONCERNING THE MAINTENANCE OF | |
SECRECY ABOUT RELEVANT INFORMATION NOT DISCLOSED | 564 |
21.3 - ADMINISTRATORS RESPONSIBLE FOR IMPLEMENTATION, MAINTENANCE, EVALUATION AND SUPERVISION OF INFORMATION | |
DISCLOSURE POLICY | 565 |
21.4 - OTHER RELEVANT INFORMATION | 565 |
22. EXTRAORDINARY BUSINESS | 566 |
22.1 - ACQUISITION OR DISPOSAL OF ANY RELEVANT NON-ACTIVE FRAME AS NORMAL BUSINESS OPERATION OF THE TRANSMITTER | 566 |
22.2 - SIGNIFICANT CHANGES IN THE FORM OF CONDUCTING THE BUSINESS OF THE ISSUER | 566 |
22.3 - RELEVANT CONTRACTS CONCLUDED BY THE ISSUER AND ITS SUBSIDIARIES DO NOT DIRECTLY RELATED TO ITS OPERATIONAL ACTIVITIES591 | |
22.4 - OTHER RELEVANT INFORMATION | 566 |
After the date of filing, updated versions of this document, shall be made available at Bradesco's |
Investor Relations website, in www.bradescori.com.br |
1. Responsibility for the Form |
Name of the person in charge of the form’s contents: Luiz Carlos Trabuco Cappi
Position: Chief Executive Officer
Name of the person in charge of the form’s contents: Luiz Carlos Angelotti
Position: Investor Relations Director
The aforementioned Directors hereby state:
a) to have revised the reference form;
b) that all information contained in the form meets the provisions of CVM Ruling No. 480, particularly those set out in articles 14 to 19; and
c) that the set of information contained therein is a true, accurate, and complete description of the issuer's economic financial outcomes and of the risks inherent to its activities and securities issued.
5 - Reference Form - 2015
2. Independent Auditors |
Identification and remuneration of Auditors | |
Is there an auditor? |
Yes |
CVM Code |
418-9 |
Type of auditor |
Local |
Name/Corporate name |
KPMG Auditores Independentes |
CPF/CNPJ [Individual/Corporate Taxpayer's Registry] |
57.755.217/0022-53 |
Service period |
03/21/2011 |
Description of contracted services |
The services referring to the fiscal year of 2014, include: (i) Auditing of the financial statements of companies and funds within the Bradesco Organization; (ii) Regulatory Reports in compliance with the Central Bank of Brazil and the Brazilian Securities and Exchange Commission (CVM); and (iii) Other services provided by external auditors (system diagnostics and compilation of IT information and training). The services referring to the fiscal year of 2013, include: (i) Auditing of the financial statements of companies and funds within the Bradesco Organization; (ii) Regulatory Reports in compliance with the Central Bank of Brazil and the Brazilian Securities and Exchange Commission (CVM); and (iii) Other services provided by external auditors (previously established procedures for the revision of financial and control information, sweepstakes, revision and diagnostics of systems and tax revisions). The services referring to the fiscal year of 2012, include: (i) Auditing of the financial statements of companies and funds within the Bradesco Organization; (ii) Regulatory Reports in compliance with the Central Bank of Brazil and the Brazilian Securities and Exchange Commission (CVM); and (iii) Other services are represented by previously established procedures for the revision of financial and control information as well as assistance for compliance with requirements related to tax, process diagnostics, technology and training. |
Total amount of compensation of independent auditors segregated by service |
Auditing services contracted in 2014: R$ 27,782 thousand Other Services: R$ 1,181 thousand Total: R$ 28,963 thousand Auditing services contracted in 2013: R$ 29,836 thousand Other Services: R$ 926 thousand Total: R$ 30,762 thousand Auditing services contracted in 2012: R$ 28,194 thousand Other Services: R$ 891 thousand Total: R$ 29,085 thousand |
Justification for the replacement |
Not Applicable |
Reason presented by the auditor in case of disagreement with the justification provided by the issuer |
Not Applicable |
Service period |
03/21/2011 |
Name of the technical professional in charge |
Cláudio Rogélio Sertório |
CPF [Individual Taxpayer's Registry] |
094.367.598-78 |
Address |
Av. Dionysia Alves Barreto, 500 - Conj. 1001, 10th floor, Centro, Osasco, SP, Brazil, CEP [ZIP Code] 06086- 050, Phone +55 (011) 2856-5300, Email: CSertorio@kpmg.com.br |
There is no other information deemed relevant at this time.
6 - Reference Form - 2015
3. Selected financial information |
(In accordance with International Accounting Standards-IFRS) In R$ |
Fiscal Year |
Fiscal Year |
Fiscal Year |
12/31/2014 |
12/31/2013 |
12/31/2012 | |
Shareholders’ Equity |
82,291,805,000.00 |
72,102,926,000.00 |
71,346,390,000.00 |
Total Assets |
930,451,016,000.00 |
838,301,614,000.00 |
799,540,624,000.00 |
Net Rev./Fin.InterimRev./Rec.Ins.Prem. |
172,800,179,000.00 |
153,586,386,000.00 |
136,397,295,000.00 |
Gross Income |
19,330,791,000.00 |
14,319,169,000.00 |
15,441,448,000.00 |
Net Income |
15,416,478,000.00 |
12,486,138,000.00 |
11,351,694,000.00 |
Number of Shares, formerly Treasury (Units) |
4,195,390,559 |
4,196,509,159 |
3,817,372,781 |
Net Asset Value of Shares (Reais Units) |
19.61 |
17.18 |
18.69 |
Net Income per Share |
3.67 |
2.98 |
2.97 |
The non-GAAP earnings were not disclosed in the course of the last fiscal year.
There were no subsequent events that need to be adjusted or disclosed for the consolidated financial statements closed on December 31, 2014.
7 - Reference Form - 2015
3. Selected financial information |
(thousands of R$) |
Income Allocation | |||
2014 |
2013 |
2012 | ||
A) Rules on withholding of profits |
Legal reserve The allocation of a portion of the net income for legal reserves is set out by Article 193 of Law No. 6,404/76 and is intended to ensure the integrity of the share capital, and may only be used to offset losses or to increase the capital. The net income for the year, 5% (five percent) shall be applied before any other allocation, in the constitution of the legal reserve, which shall not exceed 20% (twenty percent) of the share capital. The legal reserve may no longer be constituted in the year in which the balance of this reserve, increased by the amount of the capital reserves provided for in Paragraph 1 of Article 182, exceeds 30% (thirty percent) of the share capital.
Article 194 of Law No. 6,404/76 regulates the
creation of statutory reserves. Pursuant to such legal document, the
company's bylaws may create reserves based on the following specific
conditions: - the criteria for determining the portion of annual net income that will be allocated for its constitution is established; and - the maximum reserve limit is set. Pursuant to applicable laws, Article 28 of the Bylaws sets out that the balance of the net income, after all statutory allocations, will have the allocation proposed by the Board of Executive Officers, approved by the Board of Directors and deliberated in the General Shareholders’ Meeting, and 100% (one hundred percent) of this balance may be allocated to the Profits Reserves - Statutory, aimed at keeping the operating margin compatible with the development of active operations of the Company, until to the limit of 95% (ninety-five percent) of the value of the paid-in share capital. In case a proposal by the Board of Executive Officers on the allocation of the net income for the year includes the payout of dividends and/or payment of interest on shareholders’ equity in an amount greater than the mandatory dividend established in Article 27, item III, of the bylaws, and/or withholding of profits in accordance with Article 196 of Law No. 6,404/76, the balance of net income for purposes of constituting this reserve will be determined after the full deduction of these allocations. | |||
Amounts referring to Withholding of Profits (thousands of R$) |
Net Income for the Year |
15,088,818 |
12,011,028 |
11,381,244 |
Legal reserve |
754,442 |
600,551 |
569,062 | |
Statutory Reserves |
9,279,796 |
7,332,569 |
6,917,184 | |
Gross Interest on Shareholders’ Equity |
3,595,008 |
3,224,050 |
3,261,307 | |
Dividends |
1,459,572 |
853,858 |
633,691 |
8 - Reference Form - 2015
3. Selected financial information |
B) Rules on the distribution of dividends |
With the advent of Law No. 9,249/95, which entered into force in January 1, 1996, companies can pay interest on shareholders’ equity, to be imputed, net of withholding income tax, to the amount of the minimum mandatory dividend. Minimum Mandatory Dividend In accordance with paragraph III of Article 27 of the Bradesco's Bylaws, shareholders are entitled to 30% (thirty percent) of the net income as minimum mandatory dividends, in each financial year, adjusted by reducing or increasing the values specified in items I, II and III of Article 202 of Law No. 6,404/76 (Brazilian Corporate Act). Therefore, the minimum percentage of 30% (thirty percent) established in the Bylaws is above the minimum percentage of 25% (twenty five percent) established in paragraph 2 of Article 202 of Law No. 6,404/76.
Preferred shares grant their holders dividends 10%
(ten percent) higher than those attributed to common shares (letter "b" of
paragraph 2 of Article 6 of the corporate Bylaws). The
re-application of Dividends or Interest on Shareholders’ Equity is a
product that allows Bradesco's depositor shareholders registered in the
Bradesco Corretora, either individuals or corporate entities, to invest
the amount received, credited to checking accounts, in new shares
(currently only for preferred shares), thereby increasing shareholding
interest. |
C) Frequency of dividend payouts |
Bradesco has distributed dividends on a monthly basis since 1970, becoming the first Brazilian financial institution to adopt such practice.
The
Board of Executive Officers, upon approval by the Board of Directors, is
authorized to declare and pay interim dividends, twice a year or on a
monthly basis, to the existing Accrued Profits or Profit Reserves accounts
(Article 27, paragraph 1 of the Corporate Bylaws). For the purposes set out in Article 205 of Law No. 6,404/76, shareholders entered in the records of the Company on the date of the statement, which occurs on the first business day of each month, shall be deemed beneficiaries. Payments are made on the first business day of the subsequent month, in monthly advance of the mandatory dividend, by credit in the account informed by the shareholder or provided to the Company. |
D) Any restrictions on the distribution of dividends imposed by special laws or regulations applicable to the issuer, as well as contracts, judicial or administrative decisions or arbitration. |
There are no restrictions on the distribution of dividends. |
9 - Reference Form - 2015
3. Selected financial information |
In R$ |
Fiscal Year |
Fiscal Year |
Fiscal Year |
12/31/2014 |
12/31/2013 |
12/31/2012 | |
Adjusted Net Income |
14,334,377,257.19 |
11,410,476,390.24 |
10,812,182,236.32 |
Dividend distributed in relation to adjusted net income |
35.261943 |
35.738276 |
36.024165 |
Rate of return in relation to the equity of the issuer |
18.512013 |
16.931296 |
16.247905 |
Total distributed dividend |
5,054,579,977.10 |
4,077,907,507.89 |
3,894,998,325.77 |
Withheld net income |
10,034,238,188.36 |
7,933,120,271.31 |
7,486,246,133.50 |
Date of approval of the withholding |
3/10/2015 |
3/10/2014 |
3/11/2013 |
Withheld net income |
Amount |
Dividend Payout |
Amount |
Dividend Payout |
Amount |
Dividend Payout |
Mandatory Dividend | ||||||
Common |
300,728,662.31 |
3/6/2015 |
407,103,274.12 |
3/7/2014 |
||
Preferred |
329,845,144.47 |
3/6/2015 |
446,754,600.73 |
3/7/2014 |
|
|
Common |
395,361,818.50 |
7/18/2014 |
27,772,166.00 |
2/1/2012 | ||
Common |
|
|
|
|
27,771,118.66 |
3/1/2012 |
Common |
27,771,119.15 |
4/2/2012 | ||||
Common |
|
|
|
|
30,548,122.94 |
5/2/2012 |
Common |
30,548,123.58 |
6/1/2012 | ||||
Common |
|
|
|
|
30,548,156.16 |
7/2/2012 |
Common |
126,971,801.08 |
3/7/2013 | ||||
Preferred |
433,636,746.57 |
7/18/2014 |
|
|
30,515,138.11 |
2/1/2012 |
Preferred |
30,515,139.12 |
3/1/2012 | ||||
Preferred |
|
|
|
|
30,515,131.95 |
4/2/2012 |
Preferred |
33,567,653.04 |
5/2/2012 | ||||
Preferred |
|
|
|
|
33,567,652.34 |
6/1/2012 |
Preferred |
33,567,909.69 |
7/2/2012 | ||||
Preferred |
|
|
|
|
139,511,611.04 |
3/7/2013 |
10 - Reference Form - 2015
3. Selected financial information |
Withheld net income |
Amount |
Dividend Payout |
Amount |
Dividend Payout |
Amount |
Dividend Payout |
Interest on Shareholders’ Equity | ||||||
Common |
39,531,550.63 |
2/3/2014 |
|
|
|
|
Common |
39,531,551.09 |
3/5/2014 |
||||
Common |
39,531,551.14 |
4/1/2014 |
|
|
|
|
Common |
39,531,551.29 |
5/2/2014 |
||||
Common |
39,531,551.29 |
6/2/2014 |
|
|
|
|
Common |
39,531,551.90 |
7/1/2014 |
||||
Common |
39,531,551.37 |
8/1/2014 |
|
|
|
|
Common |
39,531,551.67 |
9/1/2014 |
||||
Common |
39,531,551.92 |
10/1/2014 |
|
|
|
|
Common |
39,531,551.66 |
11/3/2014 |
||||
Common |
39,531,550.78 |
12/1/2014 |
|
|
|
|
Common |
39,531,550.89 |
1/2/2015 |
||||
Common |
1,240,120,014.11 |
3/6/2015 |
|
|
|
|
Preferred |
43,380,016.82 |
2/3/2014 |
||||
Preferred |
43,380,012.76 |
3/5/2014 |
|
|
|
|
Preferred |
43,356,859.89 |
4/1/2014 |
||||
Preferred |
43,356,873.37 |
5/2/2014 |
|
|
|
|
Preferred |
43,356,889.11 |
6/2/2014 |
||||
Preferred |
43,356,894.27 |
7/1/2014 |
|
|
|
|
Preferred |
43,356,895.65 |
8/1/2014 |
||||
Preferred |
43,356,904.78 |
9/1/2014 |
|
|
|
|
Preferred |
43,356,914.62 |
10/1/2014 |
||||
Preferred |
43,356,911.44 |
11/3/2014 |
|
|
|
|
Preferred |
43,356,908.51 |
12/1/2014 |
||||
Preferred |
43,356,912.06 |
1/2/2015 |
|
|
|
|
Preferred |
1,360,179,982.23 |
3/6/2015 |
||||
Common |
|
|
35,937,603.64 |
2/1/2013 |
|
|
Common |
35,937,604.14 |
3/1/2013 |
||||
Common |
|
|
35,937,604.07 |
4/1/2013 |
|
|
Common |
197,735,649.57 |
7/18/2013 |
||||
Common |
|
|
39,530,680.64 |
5/2/2013 |
|
|
Common |
39,530,680.64 |
6/3/2013 |
||||
Common |
|
|
39,530,680.64 |
7/1/2013 |
|
|
Common |
197,735,649.57 |
7/18/2013 |
||||
Common |
|
|
39,530,680.64 |
8/1/2013 |
|
|
Common |
39,530,680.64 |
9/2/2013 |
||||
Common |
|
|
39,530,680.64 |
10/1/2013 |
|
|
Common |
39,530,680.64 |
11/1/2013 |
||||
Common |
|
|
39,530,680.64 |
12/2/2013 |
|
|
Common |
39,530,157.18 |
1/2/2014 |
||||
Common |
|
|
677,648,939.80 |
3/7/2014 |
|
|
Preferred |
39,486,014.49 |
2/1/2013 |
||||
Preferred |
|
|
39,486,024.39 |
3/1/2013 |
|
|
Preferred |
39,486,019.68 |
4/1/2013 |
||||
Preferred |
|
|
217,263,210.87 |
7/18/2013 |
|
|
Preferred |
43,434,852.74 |
5/2/2013 |
||||
Preferred |
|
|
43,434,852.74 |
6/3/2013 |
|
|
Preferred |
43,434,852.74 |
7/1/2013 |
||||
Preferred |
|
|
217,263,210.87 |
7/18/2013 |
|
|
Preferred |
43,434,852.74 |
8/1/2013 |
||||
Preferred |
|
|
43,422,952.43 |
9/2/2013 |
|
|
Preferred |
43,385,899.80 |
10/1/2013 |
||||
Preferred |
|
|
43,385,899.80 |
11/1/2013 |
|
|
Preferred |
43,385,899.80 |
12/2/2013 |
||||
Preferred |
|
|
43,385,376.64 |
1/2/2014 |
|
|
Preferred |
743,651,060.20 |
3/7/2014 |
||||
Common |
|
|
|
|
359,402,230.90 |
7/18/2012 |
Common |
35,939,033.05 |
8/1/2012 | ||||
Common |
|
|
|
|
35,938,920.88 |
9/3/2012 |
Common |
35,938,921.36 |
10/1/2012 | ||||
Common |
|
|
|
|
35,937,602.29 |
11/1/2012 |
Common |
35,937,602.69 |
12/3/2012 | ||||
Common |
|
|
|
|
35,937,602.90 |
1/2/2013 |
Common |
978,863,434.93 |
3/7/2013 | ||||
Preferred |
|
|
|
|
394,946,918.22 |
7/18/2012 |
Preferred |
39,492,623.41 |
8/1/2012 | ||||
Preferred |
|
|
|
|
39,491,173.57 |
9/3/2012 |
Preferred |
39,486,815.71 |
10/1/2012 | ||||
Preferred |
|
|
|
|
39,486,014.43 |
11/1/2012 |
Preferred |
39,486,006.57 |
12/3/2012 | ||||
Preferred |
|
|
|
|
39,486,016.92 |
1/2/2013 |
Preferred |
|
|
|
|
1,075,536,565.08 |
3/7/2013 |
11 - Reference Form - 2015
3. Selected financial information |
In relation to the last 3 fiscal years, no dividends were declared to the withheld profits accounts or reserves constituted in previous fiscal years.
Fiscal Year * |
Total amount of debt of any kind |
Index type |
Level of indebtedness |
Description and reason for the use of other indexes |
12/31/2014 |
848,159,211,000.00 |
Level of indebtedness |
10.3100000 |
- |
*In accordance with International Accounting Standards - IFRS |
Fiscal year 12/31/2014 (In accordance with International Accounting Standards-IFRS) | |||||
Debt type |
Less than one year |
One to three years |
Three to five years |
More than five years |
Total |
Company |
644,493,388,000.00 |
162,543,155,000.00 |
24,787,673,000.00 |
16,334,995,000.00 |
848,159,211,000.00 |
Total |
644,493,388,000.00 |
162,543,155,000.00 |
24,787,673,000.00 |
16,334,995,000.00 |
848,159,211,000.00 |
12 - Reference Form - 2015
4. Risk factors |
The selected financial information described in this item refers to consolidated financial statements.
Note: Item 3.1: Composition of Net Income – Consolidated
In R$ | |||
Composition (In accordance with International Accounting Standards-IFRS) |
2014 |
2013 |
2012 |
Revenue from financial intermediation |
103,893,096,000.00 |
90,682,625,000.00 |
83,031,854,000.00 |
Fee and Commission Income |
16,759,980,000.00 |
14,535,723,000.00 |
12,757,131,000.00 |
Insurance, Pension Plan and Bond Retained Premiums |
50,454,983,000.00 |
44,887,215,000.00 |
40,176,745,000.00 |
Equity in The Earnings (Losses) of Unconsolidated Companies and Joint Ventures |
1,389,816,000.00 |
1,062,687,000.00 |
980,212,000.00 |
Other operating income |
3,916,996,000.00 |
5,914,680,000.00 |
2,903,630,000.00 |
Cofins contributions |
(2,628,819,000.00) |
(2,557,543,000.00) |
(2,586,727,000.00) |
Tax on Services - ISS |
(525,671,000.00) |
(489,559,000.00) |
(438,987,000.00) |
Social Integration Program (PIS) contribution |
(460,202,000.00) |
(449,442,000.00) |
(426,563,000.00) |
TOTAL |
172,800,179,000.00 |
153,586,386,000.00 |
136,397,295,000.00 |
By December 31, 2012, the Bradesco proportionally consolidated its interests in jointly controlled subsidiaries (joint venture), in accordance with the requirements of IAS 31. As of January 1, 2013, the Bradesco adopted the IFRS 11-"Joint Arrangements", thereby changing the accounting policy for business holdings set to the equity method. The effects of adopting IFRS 11 did not generate significant impacts on the financial statements of the Bradesco and are reflected in all periods.
Dividend payouts and withholding of net income
Highlights that the financial statements used for the policy of allocation of incomes and for the distribution of dividends and interest on shareholders’ equity, pursuant to items 3.4 and 3.5, respectively, were prepared in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil.
13 - Reference Form - 2015
4. Risk factors |
Macroeconomic risks
The current weakness in Brazilian macroeconomic conditions and perception of certain risks and uncertainties relating to Brazil may have a material adverse effect on our financial condition and results of operations.
We conduct the vast majority of our operations in Brazil and, accordingly, our results of operations are significantly impacted by macroeconomic conditions in Brazil. In prior years, we have benefited from Brazil’s generally stable economic environment and relatively strong annual GDP growth. However, starting in 2013, GDP growth in Brazil began to decelerate as a result of a variety of factors including a weakening of the Brazilian real, the increasing level of the current account deficit and persistent inflation.
In addition to macroeconomic conditions, the perception of risks and uncertainties surrounding Brazil may also adversely affect our business.
In 2014, the Brazilian Federal Police and the Prosecution Office commenced a series of anti-corruption investigations called "Operation Car Wash" ("Operação Lava Jato") in which, among other matters, certain officers and employees of Petróleo Brasileiro S.A. ("Petrobras"), a Brazilian state-controlled energy company, were accused of accepting illegal payments in order to influence commercial decisions. During the course of 2014 and 2015, these anti-corruption investigations have become wide-ranging and have given rise to various criminal proceedings, which eventually involved not only senior officers and employees of Petrobras but also senior officers of companies in the Brazilian construction sector. The high-profile nature of these investigations may have momentarily harmed the reputation of Brazil, which could reduce investor confidence, making it more difficult for Brazilian companies to obtain financing. We cannot predict how long the anti-corruption investigations may continue, or how significant the effects of the anti-corruption investigations may be for the Brazilian economy. If uncertainty continues or a reduction in investor confidence as a result of these investigations is material, it may adversely affect the results of our operations.
In addition, our subsidiary Banco Bradesco BBI S.A. (“Bradesco BBI”) is a party to certain legal proceedings filed against Petrobras and other defendants, due to its role as underwriter in a notes offering of Petrobras. We or our subsidiaries may become a party to other legal proceedings against Petrobras or other companies which have not yet been filed. A negative outcome of these ongoing legal proceedings or any new legal proceedings may harm our reputation and may adversely affect our financial condition and results of operations.
Further, adverse hydrological conditions in the south-east of Brazil have led to water shortages in the States of São Paulo, Minas Gerais and Rio de Janeiro. These conditions may be further exacerbated during the dry season which spans the months of April to September. This may lead to water rationing as well as electricity shortages due to the fact that Brazil relies heavily on hydroelectric power plants.
The continuation of any one of, or a combination of, these factors may lead to a further slowdown in GDP growth, which in turn may have an adverse effect on our financial condition and results of operations.
The Brazilian government exercises influence over the Brazilian economy, and Brazilian political and economic conditions have a direct impact on our business.
Our financial condition and results of operations are substantially dependent on Brazil’s economy, which in the past has been characterized by frequent and occasionally drastic intervention by the Brazilian government and volatile economic cycles.
In the past, the Brazilian government has often changed monetary, fiscal, taxation and other policies to influence the course of Brazil’s economy. We have no control over, and cannot predict, what measures or policies the Brazilian government may take in response to the current or future Brazilian economic situation or how Brazilian government intervention and government policies will affect the Brazilian economy and, both directly and indirectly, our operations and revenues.
Our operations, financial condition and the market price of our shares may be adversely affected by changes in policy involving exchange controls, tax and other matters, as well as factors such as:
· exchange rate fluctuations;
· base interest rate fluctuations;
· domestic economic growth;
14 - Reference Form - 2015
4. Risk factors |
· political, social or economic instability;
· monetary policies;
· tax policy and changes in tax regimes;
· exchange controls policies;
· liquidity of domestic financial, capital and credit markets;
· our customers' capacity to meet their other obligations with us;
· decreases in wage and income levels;
· increases in unemployment rates;
· macroprudential measures;
· inflation; and
· other political, diplomatic, social and economic developments within and outside of Brazil that affect the country.
Currency exchange variations may have an adverse effect on the Brazilian economy and on our results and financial condition.
Our business is impacted by fluctuations in the value of the real. After an extended appreciation process, interrupted only in late 2008 as a result of the global crisis, the Brazilian real started to weaken in mid-2011. This trend accelerated in 2013, 2014 and early 2015. The weaker currency made some local manufacturers (particularly exporters) more competitive but also made managing economic policy, particularly inflation, increasingly difficult, even with a slowdown in growth. A weaker real also adversely impacts Brazilian companies who have U.S. dollar indexed to- and/or denominated debt.
As of December 31, 2014, the net balance of our assets and liabilities denominated in, or indexed to, foreign currencies (primarily U.S. dollars) was 3.5% of our total assets. If the Brazilian currency is devalued or depreciates, we risk losses on our liabilities denominated in, or indexed to, foreign currencies, such as our U.S. dollar denominated long term debt and foreign currency loans, and experience gains on our monetary assets denominated in or indexed to foreign currencies, as the liabilities and assets are translated into reais. Accordingly, if our liabilities denominated in, or indexed to, foreign currencies significantly exceed our monetary assets denominated in, or indexed to, foreign currencies, including any financial instruments entered into for hedging purposes, a large devaluation or depreciation of the Brazilian currency could materially and adversely affect our financial results and the market price of our shares, even if the value of the liabilities has not changed in their original currency. In addition, our lending operations depend significantly on our capacity to match the cost of funds indexed to the U.S. dollar with the rates charged to our customers. A significant devaluation or depreciation of the U.S. dollar may affect our ability to attract customers on such terms or to charge rates indexed to the U.S. dollar.
Conversely, when the Brazilian currency appreciates, we incur losses on our monetary assets denominated in, or indexed to, foreign currencies, such as the U.S. dollar, and experience decreases in our liabilities denominated in, or indexed to, foreign currencies, as the liabilities and assets are translated into reais. Therefore, if our monetary assets denominated in, or indexed to, foreign currencies significantly exceed our liabilities denominated in, or indexed to, foreign currencies, including any financial instruments entered into for hedging purposes, a large appreciation of the Brazilian currency could materially and adversely affect our financial results even if the value of the monetary assets has not changed in their original currency.
If Brazil experiences substantial inflation in the future, our revenues and our ability to access foreign financial markets may be reduced.
Brazil has, in the past, experienced extremely high rates of inflation. Inflation and governmental measures to combat inflation have in the past had significant negative effects on the Brazilian economy and contributed to increased economic uncertainty in Brazil and heightened volatility in the Brazilian securities markets, which may have an adverse effect on us.
The memory of and potential for inflation is still present, despite the monetary stability achieved in the mid-1990s which intensified after 1999 with the adoption of inflation targeting norms. There are still concerns that inflation levels might rise again in the future. The current system is a monetary regime which the Central Bank oversees in order to assure that the effective rate of inflation keeps in line with a predetermined target, previously announced to the public. Brazil’s rates of inflation, as measured by the General Price Index – Domestic Availability or “IGP-DI” (Índice Geral de Preços Disponibilidade Interna), reached 3.8%, 5.5% and 8.1% in 2014, 2013 and 2012, respectively.
15 - Reference Form - 2015
4. Risk factors |
Government measures to combat inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates have fluctuated significantly. Increases in the base interest rate (SELIC) set by the Central Bank Committee on Monetary Policy (Comitê de Política Monetária - COPOM) may have an adverse effect on us by reducing demand for our credit, and increasing our cost of funds, domestic debt expense and the risk of customer default. Decreases in the SELIC rate may also have an adverse effect on us by decreasing the interest income we earn on our interest-earning assets and lowering our revenues and margins.
Future Brazilian government actions, including the imposition of taxes, intervention in the foreign exchange market and actions to adjust or fix the value of the real, as well as any GDP growth beyond expected levels may trigger increases in inflation. If Brazil experiences fluctuations in rates of inflation in the future, our costs and net margins may be affected and, if investor confidence lags, the price of our securities may fall. Inflationary pressures may also affect our ability to access foreign financial markets and may lead to counter-inflationary policies that may have an adverse effect on our business, financial condition, results of operations and the market value of our shares.
Changes in base interest rates by the COPOM may materially adversely affect our margins and results of operations.
The COPOM establishes the base interest rates for the Brazilian banking system (SELIC). The base interest rate was 11.75%, 10.0% and 7.25% per annum as of December 31, 2014, 2013 and 2012, respectively. Changes in the base interest rate may adversely affect our results of operations because:
· high base interest rates increase our domestic debt expense and may increase the likelihood of customer defaults; and
· low base interest rates may diminish our interest income.
The COPOM adjusts the SELIC rate in order to manage aspects of the Brazilian economy, including the protection of reserves and capital flows. We have no control over the SELIC rate set by the COPOM or how often such rate is adjusted.
Developments and the perception of risk in Brazil and other countries, especially emerging market countries, may adversely affect the market price of Brazilian securities, including our shares.
The market value of securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including other Latin American and emerging market countries. Although economic conditions in these countries may differ significantly from economic conditions in Brazil, investors' reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crises in other emerging market countries may diminish investor interest in securities of Brazilian issuers, including ours, which could adversely affect the market price of our shares.
The recent global financial crisis has had significant consequences worldwide, including in Brazil, such as capital markets volatility, unavailability of credit, higher interest rates, a general slowdown of the world economy and volatile exchange rates, among others, which had, and may continue to have in the future, directly or indirectly, an adverse effect on our business, financial condition, results of operations, the market price of securities of Brazilian issuers, including ours, and our ability to finance our operations.
Risks relating to Bradesco and the Brazilian banking industry
We may experience increases in our level of past due loans as our loans and advances portfolio becomes more seasoned.
Our loans and advances portfolio has grown substantially over recent years, primarily as a result of the expansion of the Brazilian economy. Any corresponding rise in our level of non-performing loans and advances may lag behind the rate of loan growth, as loans typically do not have payments falling due for a short period of time after their origination. Levels of past due loans are higher among our individual clients than our corporate clients. From 2012 to 2014, the total of our portfolio of loans and advances to customers increased by 20.9% and our level of impairment of loans and advances increased by 6.1%, principally due to the increase in the individual customer base.
Beginning in mid-2008, weakening economic conditions in Brazil led to increases in our delinquency level, particularly impacting our individual clients as unemployment rates in Brazil began to rise. This trend worsened in 2009. In 2010, as a result of the improvement in Brazilian economic conditions, we experienced a decrease in our delinquency ratios, which led to a slight decrease in our impairment. In 2011, in view of the global economic slowdown, our delinquency ratios increased slightly when compared to 2010. This increase continued in 2012, mainly in operations with individuals and small and medium enterprises. In 2012 delinquency ratios showed a slight increase compared to 2011, mostly for operations with individuals and small and medium enterprises. In 2013, there was a decrease in delinquency ratios, due to the tightening in monetary policy in Brazil in order to control inflation. In 2014, our delinquency ratio, calculated based on information prepared in accordance with accounting practices adopted in Brazil (“BR GAAP”), which is defined as the total operations overdue for over 90 days in relation to the total portfolio of loans and advances, decreased to 3.5% from 4.1% in 2012. This decrease was mainly related to operations with individuals and small and medium enterprises. As of December 31, 2014, our impairment of loans and advances increased by 6.4% when compared to December 31, 2013, while our portfolio of loans and advances to customers grew by 7.8% over that same period.
16 - Reference Form - 2015
4. Risk factors |
Rapid loan growth may also reduce our ratio of non-performing loans to total loans until growth slows or the portfolio becomes more seasoned. Adverse economic conditions and a slower growth rate for our loans and advances to customers may result in increases in our impairment of loans and advances, charge-offs and our ratio of non-performing loans and advances to total loans and advances, which may have an adverse effect on our business, financial condition and results of operations.
Adverse conditions in the credit and capital markets may adversely affect our ability to access funding in a cost effective and/or timely manner.
Volatility and uncertainties in the credit and capital markets have generally decreased liquidity, with increased costs of funding for financial institutions and corporations. These conditions may impact our ability to replace, in a cost effective and/or timely manner, maturing liabilities and/or access funding to execute our growth strategy. If we are forced to delay raising capital or pay unattractive interest rates in order to obtain capital, our financial condition and results of operations may be adversely affected.
The increasingly competitive environment in the Brazilian bank and insurance industries may negatively affect our business prospects.
The markets for financial, banking and insurance services in Brazil are highly competitive. We face significant competition in all of our principal areas of operation from other large Brazilian and international banks and insurance companies, public and private.
Competition
has increased as a result of consolidations among financial institutions in
Brazil and as a result of regulations by the National
Monetary Committee (Conselho Monetário Nacional), or
“CMN”, that facilitate customers' ability to switch business between banks.
The increased competition may materially and adversely
affect us by, among other things, limiting our ability to retain
our existing consumer base, increase
our customer base and expand our operations,
reducing our profit margins on banking and other
services and products we offer, and limiting
investment opportunities.
Additionally, Brazilian regulations raise limited barriers to market entry and do not differentiate between local or foreign commercial and investment banks and insurance companies. As a result, the presence of foreign banks and insurance companies in Brazil, some of which have greater resources than us, has grown over the years, and competition in both the banking and insurance sectors has increased. The privatization of publicly owned banks has also made the Brazilian markets for banking and other financial services more competitive.
The increased competition may negatively affect our business results and prospects by, among other things:
· limiting our ability to increase our customer base and expand our operations;
· reducing our profit margins in the banking, insurance, leasing and other services and products offered by us; and
· increasing competition for foreign investment opportunities.
Losses on our investments in financial assets may have a significant impact on our results of operations and are not predictable.
The value of certain of our investments in financial assets may decline significantly due to volatile financial markets and may fluctuate over short periods of time. As of December 31, 2014, investments in financial assets represented 21.4% of our assets, and realized investment gains and losses have had and will continue to have a significant impact on the results of our operations.The amounts of such gains and losses, which we record when investments in financial assets are sold, or in certain limited circumstances where they are marked to market or recognized at fair value, may fluctuate considerably from period to period. The level of fluctuation depends, in part, upon the fair value of the financial assets, which in turn may vary considerably, and our investment policies. We cannot predict the amount of realized gain or loss for any future period, and our management believes that variations from period to period have no practical analytical value. Furthermore, any gains on our investment portfolio may not continue to contribute to net income at levels consistent with recent periods or at all, and we may not successfully realize the appreciation in our consolidated investment portfolio or any portion thereof.
17 - Reference Form - 2015
4. Risk factors |
We may incur losses associated with counterparty exposures.
We face the possibility that a counterparty will be unable to honor its contractual obligations. These counterparties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, from entering into swap or other derivative contracts under which counterparties have obligations to make payments to us; executing currency or other trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Such counterparty risk is more acute in complex markets where the risk of failure of counterparties is higher.
Our trading activities and derivatives transactions may produce material losses.
We engage in the trading of securities, buying debt and equity securities principally to sell them in the near term with the objective of generating profits on short-term differences in price. These investments could expose us to the possibility of material financial losses in the future, as securities are subject to fluctuations in value, which may generate losses. In addition, we enter into derivatives transactions to manage our exposure to interest rate and exchange rate risk. Such derivatives transactions are designed to protect us against increases in exchange rates or interest rates or against decreases in such rates, but not both. If we have entered into derivatives transactions to protect against, for example, decreases in the value of the real or in interest rates and the real instead increases in value or interest rates increase, we may incur financial losses. Such losses could materially and adversely affect our future results of operations and cash flow.
The Brazilian government regulates the operations of Brazilian financial institutions and insurance companies, and changes in existing laws and regulations or the imposition of new laws and regulations may negatively affect our operations and revenues.
Brazilian banks and insurance companies, including our banking and insurance operations, are subject to extensive and continuous regulatory review by the Brazilian government. We have no control over government regulations, which govern all facets of our operations, including the imposition of:
· minimum capital requirements;
· compulsory deposit/reserve requirements;
· fixed assets investment limitations;
· lending limits and other credit restrictions;
· accounting and statistical requirements;
· minimum coverage; and
· mandatory provisioning policies.
The regulatory structure governing Brazilian banks and insurance companies is continuously evolving. Existing laws and regulations could be amended, the manner in which laws and regulations are enforced or interpreted could change, and new laws or regulations could be adopted. Such changes could materially adversely affect our operations and our revenues.
In particular, the Brazilian government has historically enacted regulations affecting financial institutions in an effort to implement its economic policies. These regulations are intended to control the availability of credit and reduce or increase consumption in Brazil. These changes may adversely affect us because our returns on compulsory deposits are lower than those we obtain on our other investments. Regulations issued by the Central Bank are not subject to a legislative process. Therefore those regulations can be enacted and implemented in a very short period of time, thereby affecting our activities in sudden and unexpected ways.
A majority of our common shares are held by one shareholder and none of our board members are independent and their interests may conflict with those of our other investors.
As of December 31, 2014, Fundação Bradesco directly and indirectly held 56.5% of our common shares. As a result, Fundação Bradesco has the power, among other things, to prevent a change in control of our company, even if a transaction of that nature would be beneficial to our other shareholders, as well as to approve related party transactions or corporate reorganizations. Under the terms of Fundação Bradesco’s by-laws, members of our Diretoria Executiva, or of our Board of Executive Officers, and departmental officers that have been working with us for more than ten years serve as members of the Board of Trustees of Fundação Bradesco. The Board of Trustees has no other members.
18 - Reference Form - 2015
4. Risk factors |
Our Board of Directors has 10 members, none of whom are regarded as independent. Brazilian Corporate Law provides that only individuals may be appointed to a company's board of directors. Accordingly, there is no legal or statutory provision requiring Bradesco to have independent directors. As a result, the interests of our Board of Directors may not always be in line with the interests of our common shareholders and these holders do not have the same protections they would have if most of the directors were independent. Furthermore, our directors are associated to Fundação Bradesco and circumstances may arise in which the interests of Fundação Bradesco, and its associates, conflict with with our other investors’ interests.
Decisions in relation to our policy towards acquisitions, divestitures, financings or other transactions could be made by Fundação Bradesco and our Board of Directors, which may be contrary to the interests of holders of common shares, and which may have a negative impact on the interests of holders of common shares.
Changes in regulations regarding reserve and compulsory deposit requirements may reduce operating margins.
The Central Bank has periodically changed the level of compulsory deposits that financial institutions in Brazil are required to abide by.
Compulsory deposits generally yield lower returns than our other investments and deposits because:
· a portion of our compulsory deposits do not bear interest; and
· a portion of our compulsory deposits must finance a federal housing program, the Brazilian rural sector, low income customers and small enterprises under a program referred to as a "microcredit program."
As of December 31, 2014, our compulsory deposits in connection with demand, savings and time deposits and additional compulsory deposits were R$50.9 billion. Reserve requirements have been used by the Central Bank to control liquidity as part of monetary policy in the past, and we have no control over their imposition. Any increase in the compulsory deposit requirements may reduce our ability to lend funds and to make other investments and, as a result, may adversely affect us.
Changes in taxes and other fiscal assessments may adversely affect us.
The Brazilian government regularly enacts reforms to the tax and other assessment regimes to which we and our customers are subject. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified and there can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing portfolio of loans and advances.
The Brazilian Constitution used to establish a ceiling on loan interest rates and if the Brazilian government enacts new legislation with similar effect in the future, our results of operations may be adversely affected.
Article 192 of the Brazilian Constitution, enacted in 1988, established a 12.0% per annum ceiling on bank loan interest rates. However, since the enactment of the Brazilian Constitution, this rate had not been enforced, as the regulation regarding the ceiling was pending. The understanding that this ceiling is not yet in force has been confirmed by Súmula Vinculante No. 7, a final binding decision enacted in 2008 by the Brazilian Supreme Court (STF) in accordance with such Court’s prior understanding on this matter. Since 1988, several attempts were made to regulate the limitation on loan interest, and especially bank loan interest rates, but none of them were implemented nor have been confirmed by Brazilian superior courts.
On May 29, 2003, Constitutional Amendment No. 40 (EC 40/03) was enacted and revoked all subsections and paragraphs of Article 192 of the Brazilian constitution. This amendment allows the Brazilian Financial System, to be regulated by specific laws for each sector of the system rather than by a single law relating to the system as a whole.
With the enactment of Law No. 10,406/02, as amended, (the “Civil Code”), unless the parties to a loan have agreed to use a different rate, in principle the interest rate ceiling has been pegged to the base rate charged by the National Treasury Office (Fazenda Nacional). There is currently an uncertainty as to whether such base rate which is referred to in the Civil Code is: (i) the Special Clearing and Settlement System (Sistema Especial de Liquidação e Custódia) rate, which we call the “SELIC” rate, the base interest rate established by COPOM, which was 11.75% per annum as of December 31, 2014 and 12.75% per annum as of March 31, 2015; or (ii) the 12.0% a.a. rate established in Article 161, paragraph 1, of Law No. 5,172, of October 25, 1966, as amended (“Brazilian Tax Code”), which is the default interest rate due when taxes are not paid on time.
19 - Reference Form - 2015
4. Risk factors |
Any substantial increase or decrease in the interest rate ceiling could have a material effect on the financial condition, results of operations or prospects of Brazilian financial institutions, including us.
Additionally, certain Brazilian courts have issued decisions in the past limiting interest rates on consumer financing transactions that are considered abusive or excessively onerous in comparison with market practice. Brazilian courts’ future decisions as well as changes in legislation and regulations restricting interest rates charged by financial institutions could have an adverse effect on our business.
Our losses in connection with insurance claims may vary from time to time, and differences between the losses from actual claims, underwriting and reserving assumptions and the related provisions may have an adverse effect on us.
The results of our operations significantly depend upon the extent to which our actual claims are consistent with the assumptions we used to assess our potential future policy and claim liabilities and to price our insurance products. We seek to limit our responsibility and price our insurance products based on the expected payout of benefits, calculated using several factors, such as: assumptions for investment returns, mortality and morbidity rates, expenses, persistency, and certain macroeconomic factors, such as inflation and interest rates. These assumptions may deviate from our prior experience, due to factors beyond our control such as natural disasters (floods, explosions and fires), man-made disasters (riots, gang or terrorist attacks) or changes in mortality and morbidity rates as a result of advances in medical technology and longevity, among others. Therefore, we cannot determine precisely the amounts that we will ultimately pay to settle these liabilities, when these payments will need to be made, or whether the assets supporting our policy liabilities, together with future premiums and contributions, will be sufficient for payment of these liabilities. These amounts may vary from the estimated amounts, particularly when those payments do not occur until well in the future, which is the case with certain of our life insurance products. Accordingly, the establishment of the related provisions is inherently uncertain and our actual losses usually deviate, sometimes substantially, from such estimated amounts. To the extent that actual claims are less favorable than the underlying assumptions used in establishing such liabilities, we may be required to increase our provisions, which may have an adverse effect on our financial condition and results of operations.
We are jointly liable for claims of our customers if our reinsurers fail to meet their obligations under the reinsurance contracts.
The purchase of reinsurance does not hold us harmless against our liability towards our clients if the reinsurer fails to meet its obligations under the reinsurance contracts. As a result, reinsurers' insolvency or failure to make timely payments under these contracts could have an adverse effect on us, given that we remain responsible before our policyholders.
A failure in, or breach of, our operational, security or technology systems could temporarily interrupt our businesses, increasing our costs and causing losses.
Although we have high profile information security controls, and continue to invest in the infrastructure, operations and crisis management in place, our business, financial, accounting, data processing systems or other operating systems and facilities may stop operating properly for a limited period of time or become temporarily disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control, such as: electrical or telecommunications outages; breakdowns, systems failures or other events affecting third parties with which we do business or that facilitate our business activities, including exchanges, clearing houses, financial intermediaries or service providers; events arising from local and larger-scale political or social matters and cyber attacks.
We strongly depend on technology and thus become vulnerable to viruses, malicious software and other forms of cyber attacks, which may unexpectedly impair the operation of systems that manage and store sensitive and/or confidential information on our operations.
We and other financial institutions have already experienced attacks on computer systems. Although we have to date not experienced any material loss of data from these attacks, it is possible, given the use of new technologies and increasing reliance on the Internet and the varying nature of such attacks, that we may not be able to effectively anticipate and prevent such attacks.
Cyber attacks and temporary interruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, could result in customer attrition, regulatory fines, penalties or intervention, reimbursement or other compensation costs.
20 - Reference Form - 2015
4. Risk factors |
The Brazilian Supreme Court is currently deciding cases relating to the application of inflation adjustments which may increase our costs and cause losses.
The Brazilian Supreme Court (Supremo Tribunal Federal, or “STF”), which is the highest court in Brazil and is responsible for judging constitutional matters, is currently deciding on whether savings account holders have the right to obtain adjustments for inflation related to their deposits due to the economic plans Cruzado, Bresser, Verão, Collor I and Collor II, implemented in the 1980s and 1990s, before the Plano Real, in 1994. The trial began in November 2013, but was recently interrupted. According to the institutions representing the account holders, banks misapplied the monetary adjustments when those economic plans were implemented, and should indemnify the account holders for the non-adjustment of those amounts.
In connection with a related sentence, the Superior Court of Justice (Superior Tribunal de Justiça, or “STJ”), which is the highest court responsible for deciding on federal laws, decided, in May 2014, that the starting date for counting default interest for compensating savings account holders must be the date of summons of the related lawsuit (rather than the date of settlement of the judgment), therefore increasing the amount of possible losses for the affected banks in the event of an unfavorable decision by the STF.
We cannot predict the outcome of this case. However, depending on the decision by the STF, banks (including ourselves) might incur material costs which could cause losses for us.
There is no expectation of reduction or increase in the exposure of the issuer in relation to the risks mentioned in item 4.1.
According to relevance
assessment, Bradesco verified that there are no relevant proceedings that may
lead to damage to its image or legal risks. For the proceedings described below,
we have established a materiality of R$ 493 million, which represents 0.5% of
the issuer's Reference Assets
(R$ 98.605 million). Therefore, the
proceedings whose financial impacts outweigh such materiality were chosen.
Possible differences found between the proceedings disclosed below with the
values disclosed in the Notes refer to proceedings that, individually, have
lower materiality than what we consider relevant.
Bradesco Organization is a party to a number of labor, civil and tax lawsuits, arising from the normal course of business.
The provisions were build based on their legal counsel, the nature of the lawsuit, similarity to previous lawsuits, complexity and the courts standing, where the loss is deemed probable.
The management considers that the provision is sufficient to cover losses generated by the respective lawsuits. Liability related to litigation is held until the conclusion to the lawsuit, represented by judicial decisions, with no further appeals or due to the Bylaws of limitation.
In accordance with the materiality and criteria specified above, individually, there are no relevant proceedings of labor and civil nature. The tax and social security relevant proceedings, and that were deemed with Possible or Remote chance of loss, are described below:
Lawsuit: |
MS 1999.61.00.009282-1 |
a. court of law |
Federal |
b. instance |
TRF 3rd region - 2nd Section |
c. date of establishment |
3/04/1999 |
d. parties |
Plaintiff: Banco BMC S.A (currently Banco Bradesco Financiamentos S/A) Defendant: Special Financial Institutions Delegate in SP. |
e. values, assets or rights involved |
R$ 2,063,129,177.52 |
f. key facts |
Lawsuit in plead to calculate and pay COFINS as of February 1999, based on the actual revenues, whose concept is established in Article 2 of Supplementary Law 70/91, thus eliminating the unconstitutional expansion of the calculation basis required by paragraph 1 of Article 3 of Law No. 9,718/98. After Judgment in favor of the company, final decision ruled on August 2006, there was a discussion about the interpretation of the ruling, in which the final decision was made in favor of the company, against which the Federal Government joined with Rescission Action n° 0024478-62.2014.4.03.0000 in appeal. Judicial deposits effected monthly. |
g. chance of loss (probable, possible or remote) |
The chance of loss is remote. |
h. analysis of the impact in the event of defeat in the proceeding |
In case of loss in the proceedings, the values shall be paid by converting the judicial deposit into Federal Union income. |
i. value provisioned (if applicable) |
Provision reversed in July/2014 |
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4. Risk factors |
Lawsuit: |
MS 2006.61.00.027475-9 |
a. court of law |
Federal |
b. instance |
TRF 3rd Region - 3rd Section |
c. date of establishment |
12/14/2006 |
d. parties |
Plaintiff: Banco IBI S.A - Universal Bank Defendant: Special Financial Institutions Delegate in São Paulo |
e. values, assets or rights involved |
R$ 981,657,684.37 |
f. key facts |
Lawsuit pleading, as of January 2007: (i) the non-requirement of COFINS and PIS contribution, in the mode required by law No. 9,718/98, be recognized and declared, thus preventing their incidence on income which are not consistent with the concept of billing (product sales of goods and provision of services); (ii) the non-requirement of COFINS at a rate of 3%, but rather at the rate of 2% be recognized and declared; and (iii) the existence of values wrongly collected by virtue of the PIS (basis of calculation) and COFINS (tax base and tax rate) and the subsequent credit right be recognized and the compensation of those values against installments of taxes and contributions administered by the Brazilian Revenue Service be authorized. On March 2007 an injunction was granted to remove only the requirement for the collection of PIS and COFINS on the calculation basis pursuant to Law 9,718/98. On November 2007 the sentence was rendered irrelevant and the Injunction by favorable ruling obtained on interlocutory appeal was reinstated. On January 2011 a partly favorable ruling was rendered, declaring unconstitutional the incidence of PIS and COFINS under Law 9,718/98 for revenues other than billing. Pending amendment of judgment to clarify whether the concept of billing includes financial income. The judicial deposit of the amounts involved was effected in full. The company filed extraordinary and special suits at the STJ and STF which await examination of admissibility. |
g. chance of loss (probable, possible or remote) |
The prospect of loss is possible. There was the constitution of a provision for we understand this is a legal obligation. |
h. analysis of the impact in the event of defeat in the proceeding |
In case of loss in the proceedings, the values provisioned shall be paid by converting the judicial deposit into Federal Union income. |
i. value provisioned (if applicable) |
R$ 981,657,684.37 |
Lawsuit: |
16327.000190/2011-83 |
a. court of law |
Administrative |
b. instance |
Second Instance - Administrative Council of Tax Appeal - CARF |
c. date of establishment |
12/14/2011 |
d. parties |
Plaintiff: Federal Union (Brazilian Revenue Service) Defendant: Banco Bradesco S/A |
e. values, assets or rights involved |
R$ 2,695,591,848.86 |
f. key facts |
Adjudicatory Proceeding: Credit of COFINS due to success in the AO 2006.61.00.003422-0 (enlargement of the calculation basis - Law 9,718/98), whose license was granted by the RFB in 2011, but the compensation effected also in 2011 was rejected. After the favorable ruling obtained in ordinary session on June 2011, the company filed a credit clearance request, which was granted in August 2011. Thus, the company began to use the credit recognized by the RFB. However, on December 2011 the company was informed of an order rejecting the compensation carried out. Against that refusal, the company expressed dissatisfaction and filed a voluntary appeal, which were deemed unfounded. Opposite amendments of judgment awaiting in the Administrative Council of Tax Appeals - CARF. With the opposition of amendment of judgment, the reserve requirements of the value involved is suspended. |
g. chance of loss (probable, possible or remote) |
Remote |
h. analysis of the impact in the event of defeat in the proceeding |
If there is loss of the proceedings before the administrative sphere, the case will be discussed in court, where the prospect of loss is also remote, by virtue of the grounds of fact and law involved. In the remote chance of loss in any lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is remote. |
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4. Risk factors |
Adjudicatory Proceeding: |
10970.720351/2011-88 |
a. court of law |
Administrative |
b. instance |
Second Instance - Administrative Council of Tax Appeal - CARF |
c. date of establishment |
11/30/2011 |
d. parties |
Plaintiff: Federal Union (Brazilian Revenue Service) Defendant: Tempo Serviços Ltda. |
e. values, assets or rights involved |
R$ 643,410,338.70 |
f. key facts |
Adjudicatory Proceeding: Official notification of IRPJ and CSLL on the disallowance of the amortization expenses of the premium paid on the acquisition of investment. On August 2014 there was an option for partial accession to the tax benefit introduced by Law 11,941/09, extended by Art. 2 of Law 12.996/14, only for the values of CSLL, difference in rate of 9% to 15%. Pending approval. The reserve requirements of the value involved is suspended by voluntary appeal filed to the Administrative Council of Tax Appeals - CARF, brought only in relation to the disallowance of the amortization of premium. |
g. chance of loss (probable, possible or remote) |
R$ 239,091,281.90 – remote R$ 404,319,056.80 – possible R$ 643,410,338.70 |
h. analysis of the impact in the event of defeat in the proceeding |
If there is loss of the proceedings before the administrative sphere, the case will be discussed in court, where the prospect of loss is considerable, by virtue of the grounds of fact and law involved. In the event of loss in any lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is partially possible, partially remote. |
Tax Foreclosure: |
0100563-94.0700.8.26.0090 |
a. court of law |
Municipal |
b. instance |
Municipal Court of Tax Foreclosure of the Capital/SP |
c. date of establishment |
5/02/2011 |
d. parties |
Plaintiff: São Paulo City Hall Defendant: Bradesco Leasing S/A Arrendamento Mercantil |
e. values, assets or rights involved |
R$ 605,059,825.33 |
f. key facts |
Tax Foreclosure – filed by the municipality of São Paulo (SP) against Bradesco Leasing on June 2007, originally from violation notices issued against BCN Leasing, extinct by incorporation. The company took notice of the Tax Foreclosure on May 2011 and on June 2011 filed a motion for Advance Dismissal of Enforcement based on the nullities of precedent adjudicatory proceedings, illegitimacy of part, decadence and prescription. The reserve requirements of the values involved is suspended due to the provision of surety bonds in the total amount of the debt and opposition to embargoes to reserve requirements awaiting trial. |
g. chance of loss (probable, possible or remote) |
Possible |
h. analysis of the impact in the event of defeat in the proceeding |
In the event of loss in the lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is possible. |
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4. Risk factors |
Lawsuit: |
MS 2000.51.01.006622-4 |
a. court of law |
14th Federal Court - Judicial Section of Rio de Janeiro |
b. instance |
Superior Court of Justice |
c. date of establishment |
10/01/2008 |
d. parties |
Plaintiff: Bradesco Saúde S/A Defendant: INSS |
e. values, assets or rights involved |
R$ 891,840,130.66 |
f. key facts |
Injunction filed by Bradesco Saúde S.A. with the aim of questioning the existence of tax and legal relationship that force it to collect the Social Security Contribution on payments made to doctors/dentists. In November 2001, the unfavorable sentence was published, recognizing the incidence of the Social Security Contribution on the payments made by the Plaintiffs to doctors, and therefore refused the order. In February 2003, The 2nd Regional Federal Court rendered a ruling denying the appeal of the Petitioner to maintain the contested decision. Instituted special and extraordinary motion – both admitted at the origin. Monocratic ruling by the Minister Rapporteur upheld the Special Appeal to grant security. Appeal Against Court Regulations, by the Union, pending trial. |
g. chance of loss (probable, possible or remote) |
Remote |
h. analysis of the impact in the event of defeat in the proceeding |
Conversion of the judicial deposit in the Union's income. Need to collect Social Security Contribution on payments made to doctors/dentists. |
i. value provisioned (if applicable) |
The amounts deposited are provisioned. |
Lawsuit: |
16327.720064/2012-20 |
a. court of law |
Administrative |
b. instance |
Second Instance - Administrative Council of Tax Appeal - CARF |
c. date of establishment |
2/03/2012 |
d. parties |
Plaintiff: Federal Union (Brazilian Revenue Service) Defendant: Banco Bradesco S/A |
e. values, assets or rights involved |
R$ 1,131,853,031.22 |
f. key facts |
Adjudicatory Proceeding: The official notification (Isolated Penalty of 50%) on the amount compensated of the credit of COFINS due to success in the AO 2006.61.00.003422-0 (enlargement of the calculation basis - Law 9,718/98), whose license was granted by the RFB in 2011, but the compensation effected also in 2011, was rejected. After the favorable ruling obtained in ordinary session on June 2011, the company filed a credit clearance request, which was granted in August 2011. Thus, the company began to use the credit recognized by the RFB. However, on December 2011 the company was informed of an order rejecting the compensation carried out. The company disputed such denial. However, on February 2012 the company received the official notification on the 50% isolated penalty imposed as a result of non-approved compensations. With the Impeachment and subsequent appeal to the Administrative Council of Tax Appeals - CARF, the reserve requirements for amount involved are suspended. |
g. chance of loss (probable, possible or remote) |
Remote |
h. analysis of the impact in the event of defeat in the proceeding |
If there is loss of the proceedings before the administrative sphere, the case will be discussed in court, where the prospect of loss is also remote, by virtue of the grounds of fact and law involved. In the remote chance of loss in any lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is remote. |
24 - Reference Form - 2015
4. Risk factors |
Lawsuit: |
16327.720430/2012-41 |
a. court of law |
Administrative |
b. instance |
Second Instance - Administrative Council of Tax Appeal - CARF |
c. date of establishment |
4/13/2012 |
d. parties |
Plaintiff: Federal Union (Brazilian Revenue Service) Defendant: Ferrara Participações Ltda |
e. values, assets or rights involved |
R$ 1,748,405,421.82 |
f. key facts |
Adjudicatory Proceeding: Official notification of IRPJ and CSLL concerning alleged capital gain taxation on divestiture. Entry held in the trial of challenge and volunteer appeal. The reserve requirements for the amount involved is suspended by the interposition of Amendment of Judgment that awaits in the Administrative Council of tax appeals-CARF. Special feature awaiting judgment of admissibility at the Superior Chamber of Tax Appeals. |
g. chance of loss (probable, possible or remote) |
Remote |
h. analysis of the impact in the event of defeat in the proceeding |
If there is loss of the proceedings before the administrative sphere, the case will be discussed in court, where the chances of success are considerable, by virtue of the grounds of fact and law involved. In the event of loss in any lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is remote. |
Lawsuit: |
NFL 1667.2013 |
a. court of law |
Administrative |
b. instance |
Municipal Department of Finance - Salvador/BA City Hall |
c. date of establishment |
1/13/2014 |
d. parties |
Plaintiff: Salvador/BA City Hall Defendant: Banco Alvorada S.A |
e. values, assets or rights involved |
R$ 507,919,814.11 |
f. key facts |
NFL 1667.2013 - Tax Assessment drawn up by the city of Salvador for the collection of alleged ISS values for the period of December 2008 to December 2012 regarding the leasing income of Banco Alvorada. With impeachment pending trial at the Municipal Department of Finance - Salvador/BA City Hall, the reserve requirements for the amount involved are suspended. |
g. chance of loss (probable, possible or remote) |
Possible |
h. analysis of the impact in the event of defeat in the proceeding |
In the event of loss in the lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is possible. |
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4. Risk factors |
Lawsuit: |
16327.720616/2014-61 |
a. court of law |
Administrative |
b. instance |
First Instance - Federal Tax Office - DRJ |
c. date of establishment |
10/27/2014 |
d. parties |
Plaintiff: Federal Union (Brazilian Revenue Service) Defendant: Banco Bradesco S/A |
e. values, assets or rights involved |
R$ 677,121,630.98 |
f. key facts |
Adjudicatory Proceeding – official notification of IRPJ on the 2009 disallowance of the amortization expenses of leased goods. With the impeachment pending in the Precinct of the Federal Tax Office - DRJ, the reserve requirements for amount involved are suspended. |
g. chance of loss (probable, possible or remote) |
Possible |
h. analysis of the impact in the event of defeat in the proceeding |
If there is loss of the proceedings before the administrative sphere, the case will be discussed in court, where the chances of success are considerable, by virtue of the grounds of fact and law involved. In the event of loss in any lawsuit, the value involved will need to be paid, raising the profit or loss for the financial year. |
i. value provisioned (if applicable) |
There is no provision for the contingency, since the prospect of loss is possible. |
We do not have any proceedings under the conditions mentioned in item 4.4.
We do not have any proceedings under the conditions mentioned in item 4.5.
Describe the legal, administrative or arbitration proceedings, recurring or ancillary, based on facts and similar legal causes which are not confidential and that together are relevant, in that the issuer or its subsidiaries are part, discriminating between labor, tax, civil and other, and indicating:
Labor claims
These are claims brought by former employees and outsourced employees seeking indemnifications, most significantly for unpaid overtime, pursuant to Article 224 of the Brazilian Labor Laws (CLT). In proceedings in which a judicial deposit is used to guarantee the execution of the judgment, the labor provision is made considering the estimated loss of these deposits. For proceedings with similar characteristics, the provision is recorded based on the average calculated value of payments made for labor complaints settled in the past 12 months; and for proceedings originating from acquired banks, with unique characteristics, the calculation and assessment of the required balance is conducted periodically, based on the updated recent loss history.
Overtime is monitored by using electronic time cards and paid regularly during the employment contract and, accordingly, the claims filed by former employees do not represent significant amounts.
On December 31, 2014,
our provision of liabilities related to probable labor claims reached
R$
2,705,363 thousand.
There is no process individually relevant in accordance with the criteria.
26 - Reference Form - 2015
4. Risk factors |
Civil claims
These are claims for pain and suffering and property damages, mainly relating to protests, returned checks, the inclusion of information about debtors in the credit restriction registry and the replacement of inflation adjustments excluded as a result of government economic plans. These lawsuits are individually controlled using a computer-based system and provisioned whenever the loss is deemed as probable, considering the opinion of Management and their legal counsel, the nature of the lawsuits, and similarity with previous lawsuits, complexity and positioning of the courts.
Most of these lawsuits are brought to the Special Civil Court (JEC), in which the claims are limited to 40 times the minimum wage and do not cause significant impact on Bradesco Organization’s financial income.
It is worth mentioning the significant number of legal claims pleading alleged differences in adjustment for inflation on savings account balances is due to the implementation of economic plans that were part of the federal government’s economic policy to reduce inflation in the ‘80s and ‘90s.
Although Bradesco complied with the law and regulation in force at the time, these lawsuits have been recorded in provisions, taking into consideration the claims where the Bank is the defendant and the perspective of loss, which is considered after the analysis of each demand, based on the current decision of the Superior Court of Justice (STJ).
Note that, regarding disputes relating to economic plans, the Federal Supreme Court (STF) suspended the prosecution of all lawsuits on cognizance stage, until the Court issues a final decision on the right under litigation.
On December 31, 2014,
our provision of liabilities related to probable civil lawsuits reached
R$
3,937,591 thousand.
There is no process individually relevant in accordance with the criteria.
Tax and social security contributions
The Organization is disputing the legality and constitutionality of certain taxes and contributions in court, for which provisions have been recorded in full, although there is good chance of a favorable outcome, based on the opinion of Management and their legal counsel. The processing of these legal obligations and the provisions for cases for which the risk of loss is deemed as probable is regularly monitored in the legal court. During or after the conclusion of each case, a favorable outcome may arise for the Organization, resulting in the reversal of the related provisions.
On December 31, 2014,
our provision of tax and social security contingencies reached
R$ 7,221,447
thousand.
The relevant proceedings individually, are described in item 4.3.
There are no other relevant contingencies that have not been covered in the previous items.
Not applicable due to fact that Bradesco is not categorized as a foreign issuer.
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5. Market risk |
Bradesco is exposed to market risk inherent in their activities, such as currency risk and interest rate, since it exercises the role of financial broker, performing and funding/financing loans in various types of indexers.
As the best practice of risk management governance, Bradesco has a continuous process of management positions, which includes control of all positions exposed to market risk through measures consistent with the international best practices and the New Agreement of Capitals – Basel II. There is an area independent of the business areas that performs the monitoring and control of the limits for exposure to market risk.
The proposals for risk limits are validated in specific business Committees supported by the Committee of Integrated Risk Management and Capital Allocation, and submitted for approval by the Board of Directors, according to the characteristics of the operations, which are segregated into the following Portfolios.
· Trading Portfolio: comprised by all operations carried out with financial instruments, including derivatives, held with trading intent or to hedge other instruments in the trading portfolio, and which are not subject to the limitation of their negotiability. Operations held with trading intent are those intended for resale, obtainment of benefits from effective or expected price variation, or for arbitration; and
· Banking Portfolio: comprised by operations not classified in the Trading Portfolio from the other business of the Organization and their respective hedges.
Market Risk Measurement Models
The measurement and control of market risk are made through methodologies of Stress, Value at Risk (VaR), Economic Value of Equity (EVE) and Sensitivity Analysis, in addition to Results Management limits and Financial Exposure. The use of several methodologies for risk measurement and assessment is important, because they are always complementary and their combined use allows you to capture various scenarios and situations.
Trading and regulatory Portfolio and risk of Banking portfolio Shares
The risks of the Trading Portfolio are controlled by Stress and VaR. In the case of Stress, which aims to quantify the negative impact of shocks and economic events that are financially unfavorable to the positions of the Organization, the analysis uses stress scenarios prepared by the area of Market Risk and Economic Area of the Organization from historical and prospective data for the risk factors in which the Portfolios have position.
For the calculation of VaR, the Delta-Normal methodology is adopted, with 99% confidence level, and the horizon applied takes into account the number of days taken to undo existing exposure. The methodology is applied to Trading and Regulatory Portfolios (Trading Portfolio positions plus exposure in foreign currency and commodities of the Banking Portfolio) and, additionally, incorporates Gamma and Vega risks of operations with options. For the calculation of the volatilities and correlations, a minimum window of 252 working days is adopted.
For regulatory purposes, the need for capital relating to Banking Portfolio shares is realized through the evaluation of credit risk, as determined by the Central Bank of Brazil, i.e. they are not included in the calculation of Market risk.
Interest Rate Risk in the Banking Portfolio
The measurement and control of the interest rate risk of the Banking Portfolio is made from the EVE methodology, which measures the economic impact on the positions, according to the scenarios drawn up by the Economic area of the Organization, seeking to determine positive and negative movements that may occur in the curves of interest rates on our applications and funding.
The EVE methodology consists of re-pricing the portfolio subject to variation in interest rates taking into consideration increases or decreases in the rates used for the calculation of the present value and the total duration of assets and liabilities. Therefore, the economic value of the portfolio is calculated both with market interest rates on the date of the analysis and with the scenarios designed for the one-year horizon. The difference between the values obtained for the portfolio will be the EVE, i.e. interest rate risk assigned to the Banking Portfolio.
28 - Reference Form - 2015
5. Market risk |
For the measurement of interest rate risk in the Banking Portfolio, the premise of early settlement of loans is not used because this outcome is not representative on the total volume of operations. For demand deposits and savings, which have no maturity defined treatments for verification of historical behaviors are carried out as well as the possibility of their maintenance. Hence, after all the deductions levied on the demand deposits and savings, for example, the compulsory maintained by the Central Bank of Brazil (Bacen), the remaining balance (free resources) is considered in accordance with the flow of salaries of prefixed active operations of the Financial Conglomerate.
Evolution of Risk Exposure
In this section, we present the evolution of the VaR calculated by the internal model, Stress Analysis and Sensitivity Analysis, the latter in accordance with the criteria set out by the CVM Ruling No. 475/08.
VaR Internal Model - Trading Portfolio
The VaR for the 1-day horizon and net of the tax effects of 2014, was slightly lower than the end of 2013, with no significant variation during the period. However, the average VaR in 2014 was considerably lower compared to 2013.
Risk
factors |
2014 |
2013 |
Fixed rates |
20 |
19 |
Broad Consumer Price Index - IPCA / IGP-M |
11 |
15 |
Exchange coupon |
6 |
5 |
Foreign currencies |
9 |
10 |
Equities |
4 |
- |
Sovereign/Eurobonds and Treasuries |
5 |
6 |
Other |
2 |
1 |
Correlation/diversification effect |
(20) |
(16) |
VaR at the end of the year |
37 |
41 |
Average VaR in the Year |
36 |
103 |
Minimum VaR in the Year |
16 |
16 |
Maximum VaR in the Year |
57 |
264 |
Note: VaR for the 1-day horizon and net of tax effects.
VaR Internal Model – Regulatory
Portfolio
Since 2013, Bradesco has used its internal market risk models, which were used in their management, in the calculation of the regulatory capital requirement(1) for all risk factors and business of the organization. This capital is calculated on the basis of the Regulatory Portfolio, which includes the Trading Portfolio plus Currency Exposure and in Commodities of the Banking Portfolio through the VaR Delta-Normal model (complemented by Gamma and Vega risks of operations with options). It is important to note that, the value at risk is extrapolated for the regulatory horizon(2) (10-day minimum) based on the time root method. The values of VaR and Stressed VaR demonstrated below are for the horizon of ten days and are net of tax effects.
(1) According to Circular Letters No. 3,646/13 and No. 3,674/13 of the Central Bank of Brazil, the need for capital represents the maximum between 90% of the standard model of the Central Bank of Brazil and the internal model used by the institution, throughout the first year of use of the internal market risk model, counted from the date on which its use was authorized, and maximum between 80% of the standard model of the Central Bank of Brazil and the internal model used by the institution, from the second year of use of the internal model; and
(2) The maximum between the maintenance period (holding period) of the portfolio and 10 days, which is the regulatory minimum horizon required by the Central Bank of Brazil, is adopted.
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5. Market risk |
R$ million | ||||
Risk factors |
Dec/14 |
Dec/13 | ||
VaR |
Stress VaR |
VaR |
Stress VaR | |
Interest Rate |
96 |
212 |
110 |
236 |
Exchange Rate |
61 |
103 |
58 |
140 |
Price of Goods (Commodities) |
2 |
4 |
2 |
4 |
Share Prices |
16 |
17 |
4 |
6 |
Correlation/diversification effect |
(40) |
(53) |
(26) |
(49) |
VaR at the end of the quarter |
134 |
282 |
147 |
335 |
Average VaR in the year |
142 |
272 |
341 |
654 |
Minimum VaR in the year |
55 |
146 |
62 |
144 |
Maximum VaR in the year |
201 |
347 |
835 |
1,405 |
Note: VaR for the 10-day horizon and net of tax effects.
For the purposes of the calculation of the regulatory capital requirement in accordance with the internal model, one must take into consideration the rules described in Circular No. 3,646/13 and 3,674/13 of the Central Bank of Brazil (Bacen), such as the use of VaR and Stressed VaR without tax purposes, of the average of the last 60 days and the multiplier.
Stress Analysis – Trading Portfolio
The Organization evaluates, also daily, the possible impact on positions in stress scenarios to a horizon of 20 working days, with limit set in the governance process. Thus, considering the effect of diversification between the risk factors and the net amounts of tax effects, the possibility of estimated average loss in stress outcomes would be R$ 384 million in 2014 (2013 - R$ 714 million), and estimated maximum loss would be R$ 542 million (2013 - R$ 1,437 million).
|
R$ million | |
|
With Tax Effect | |
|
2014 |
2013 |
At the end of the year |
438 |
479 |
Average in the year |
384 |
714 |
Minimum in the year |
162 |
145 |
Maximum in the year |
542 |
1,437 |
Sensitivity analysis
The Trading Portfolio is also monitored daily by sensitivity analyses that measure the effect of movements of market and price curves on our positions. Furthermore, a sensitivity analysis of the Organization’s financial exposures (Trading and Banking Portfolio) is performed on a quarterly basis, in compliance with CVM Rule No. 475/08.
Note that the impact of the financial exposure on the Banking Portfolio (notably interest rates and price indexes) do not necessarily represent a potential accounting loss for the Organization because a portion of loan operations, held in the Banking Portfolio, are financed by demand and/or savings deposits, which are “natural hedges” for future variations in interest rates, moreover, interest rate variations do not represent a material impact on the Institution’s result, as Loans are held to maturity. In addition, due to our strong presence in the insurance and pension plan market, Bradesco holds a large volume of assets on which price adjustments would also impact the linked technical reserves.
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5. Market risk |
R$ million | |||||||
Scenario 1 - shock of 1 base point on rates and 1% on market prices |
Trading and Banking portfolios (1) | ||||||
Scenario 2 - shock of 25% on rates and market prices |
2014 |
2013 | |||||
Scenario 3 - shock of 50% on rates and market prices |
1 |
2 |
3 |
1 |
2 |
3 | |
Interest Rate in Reais |
Exposure subject to variations in fixed interest rates and interest rate coupons. |
(7) |
(2,027) |
(3,924) |
(7) |
(1,942) |
(3,739) |
Price indexes |
Exposure subject to variations in price index coupon rates. |
(9) |
(1,371) |
(2,568) |
(15) |
(2,101) |
(3,877) |
Exchange coupon |
Exposure subject to variations in foreign currency coupon rates. |
(1) |
(57) |
(107) |
(0) |
(50) |
(91) |
Foreign Currency |
Exposure subject to exchange rate variations. |
(7) |
(142) |
(273) |
(11) |
(253) |
(483) |
Equities |
Exposure subject to variation in stock prices. |
(18) |
(447) |
(895) |
(22) |
(550) |
(1,100) |
Sovereign/Eurobonds and Treasuries |
Exposure subject to variations in the interest rate of securities traded on the international market. |
(1) |
(41) |
(79) |
(1) |
(50) |
(97) |
Other |
Exposure not classified in other definitions. |
(1) |
(29) |
(58) |
(0) |
(10) |
(20) |
Total without correlation |
(44) |
(4,114) |
(7,904) |
(57) |
(4,956) |
(9,407) | |
Total with correlation |
(33) |
(3,412) |
(6,546) |
(40) |
(4,078) |
(7,698) | |
(1) Amounts net of taxes. |
The sensitivity analysis of the Trading Portfolio, which represents exposures that may have a material impact on the Organization’s results, is presented below. Note that results show the impact for each scenario on a static portfolio position. However, the market is highly dynamic which currently results in continuous changes in these positions. Moreover, as previously mentioned, the Organization has an ongoing process of market risk management, which constantly seeks to adjust positions to mitigate related risks according to the strategy determined by Senior Management. Therefore, in cases of deterioration indicators in a certain position, proactive measures are taken to minimize any potential negative impact, aimed at maximizing the risk/return ratio for the Organization.
R$ million | |||||||
Scenario 1 - shock of 1 base point on rates and 1% on market prices |
Trading portfolio (1) | ||||||
Scenario 2 - shock of 25% on rates and market prices |
2014 |
2013 | |||||
Scenario 3 - shock of 50% on rates and market prices |
1 |
2 |
3 |
1 |
2 |
3 | |
Interest Rate in Reais |
Exposure subject to variations in fixed interest rates and interest rate coupons. |
(1) |
(366) |
(713) |
(1) |
(315) |
(611) |
Price indexes |
Exposure subject to variations in price index coupon rates. |
(1) |
(81) |
(157) |
(1) |
(101) |
(196) |
Exchange coupon |
Exposure subject to variations in foreign currency coupon rates. |
(0) |
(48) |
(89) |
(0) |
(51) |
(93) |
Foreign Currency |
Exposure subject to exchange rate variations. |
(3) |
(85) |
(170) |
(6) |
(149) |
(297) |
Equities |
Exposure subject to variation in stock prices. |
(1) |
(16) |
(33) |
(1) |
(23) |
(46) |
Sovereign/Eurobonds and Treasuries |
Exposure subject to variations in the interest rate of securities traded on the international market. |
(1) |
(29) |
(57) |
(1) |
(44) |
(84) |
Other |
Exposure not classified in other definitions. |
(1) |
(28) |
(55) |
- |
(1) |
(1) |
Total without correlation |
(8) |
(653) |
(1,274) |
(10) |
(683) |
(1,328) | |
Total with correlation |
(5) |
(434) |
(844) |
(7) |
(509) |
(991) | |
(1) Amounts net of taxes. |
Sensitivity analyses were carried out based on scenarios prepared for the respective dates, always considering market data at the time and scenarios that would adversely affect our positions, according to the examples below:
Scenario 1: Based on market information (BM&FBOVESPA, Anbima, etc.), stresses were applied for 1 basis point on the interest rate and 1% variation on prices. For example: for a Real/US dollar exchange rate of R$ 2.65 a scenario of R$ 2.67 was used, while for a 1-year fixed interest rate of 12.96%, a 12.97% scenario was applied;
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5. Market risk |
Scenario 2: 25% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 2.65 a scenario of R$ 3.31 was used, while for a 1-year fixed interest rate of 12.96%, a 16.20% scenario was applied. The scenarios for other risk factors also accounted for 25% stresses in the respective curves or prices; and
Scenario 3: 50% stresses were determined based on market information. For example: for a Real/US dollar exchange rate of R$ 2.65 a scenario of R$ 3.97 was used, while for a 1-year fixed interest rate of 12.96%, a 19.44% scenario was applied. The scenarios for other risk factors also account for 50% stresses in the respective curves or prices.
a) risks for which protection is sought
The Treasury Department (treasury) is the only unit of the organization that has a mandate to take risks in the Trading Portfolio. In addition, the Treasury is responsible for the decision to mitigate the risks of the trading portfolio of the Financial Conglomerate, which includes the volatility risks, currency risk, liquidity risk, stock prices and commodity risks and interest rate risk.
All market risk exposures of the Organization are admitted up to the limits established by the Board of Directors, which are reviewed at least annually, and that such limits are monitored independently in time.
b) asset protection strategy (hedge)
To standardize the use of financial instruments designed to hedge operations and use of derivatives of the Treasury, the Organization has drafted specific standards, which were adopted by the competent Committees.
The hedge operations performed by Bradesco Treasury must, necessarily, cancel or mitigate the risks of mismatching of amounts, deadlines, currencies or indexers of the positions of the Treasury books, respecting the risk and exposure limits approved by the Board of Directors, being used for this purpose, the assets and derivatives authorized for trading in each of his books, aiming to:
• Control and frame operations, respecting the limits for exposure and current risks;
• Change, modify, or reverse positions due to market changes and operational strategies; and
• Reduce or mitigate exposures to dead markets, operations in stress conditions or low liquidity.
For those derivatives classified in the "hedge accounting" category, there is the monitoring of their effectiveness, as well as its accounting implications.
c) instruments used for asset protection (hedge)
Due to the characteristics of its businesses and its international activities, the organization uses various financial instruments to hedge which include transactions with securities issued by Governments and private companies, as well as stock exchange or counter derivatives.
The Treasury of Bradesco can use standardized derivatives (Exchange-traded) and of continuous use (OTC-traded) with the purpose of achievement of results and also with the purpose of construction of hedges. Derivatives of continuous use are those usual OTC-traded market, such as vanilla swaps (interest rates, currencies, CDS, among others), term operations (currencies, for example), vanilla options (currency, Bovespa index), among others. As for non-standard derivatives that are not classified as continuous use or the structured operations, has their use conditional upon the authorization by the competent Committee.
d) parameters used for the management of these risks
All transactions exposing the Organization to market risk are mapped, measured and classified by probability and importance, and the whole process is approved by the corporate governance structure.
The proposals for risk limits are validated in specific business Committees supported by the Committee of Integrated Risk Management and Capital Allocation, and submitted for approval by the Board of Directors, according to the characteristics of the operations, which are segregated into the Trading and Banking portfolios.
The Integrated Risk Control Department, regardless of the business management, monitors compliance with the limits established and provides daily management reports for the control of the business areas and positions to the Senior Management, in addition to weekly reports and periodic presentations to the Board of Directors.
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5. Market risk |
The reports are complemented with a system of alerts, which determines the recipients of the risk reports in accordance with the percentage of use of limits, and thus, the higher the risk limit consumption, more members of the Senior Management will receive the reports.
For the Trading Portfolio, the following limits are monitored:
· VaR;
· Stress;
· Result; and
· Financial Exposure/Concentration.
For the Banking Portfolio, the following limits are monitored:
· Interest Rate Risks; and
· Stock Portfolio of the Bradesco de Seguros e Previdência.
In addition to the limits mentioned above, there are specific limits for each operator of the Treasury Department.
e) If the issuer operates financial instruments with diverse goals of asset protection (hedge) and what these goals are
Within the proposal for a financial institution, the Organization meets the demands of clients with swap operations, term, among others, as well as proprietary Treasury operations, respecting the limits for exposure to market risk established by the Board of Directors.
f) organizational structure of risk management control
The process of market risk management is performed at the corporate level. This process involves several areas, with specific assignments, ensuring an efficient structure, with the measurement and control of market risk being performed centrally and independently. This process enabled the Organization to be the first financial institution and only one in the country authorized by the Central Bank to use, since January 2013, their internal market risk models for the calculation of regulatory capital requirements. The management process, approved by the Board of Directors, is reviewed at least annually by the Committees and by the Board of Directors.
The Department of Integrated Control of Risks – DCIR, whose mission is to promote and facilitate the control of risks and capital allocation of the Organization's activities, independently, consistently, and in a transparent and integrated manner, is responsible for:
· Proposing methodologies for the measurement of risks;
· Identifying, calculating, and reporting risks;
· Controlling risks calculated vis a vis limits;
· Calculating Capital allocation; and
· Proposing the establishment and review of policies, rules and procedures pertaining to the management of market risks and liquidity.
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5. Market risk |
Macro process of market risk management
Market risk is accompanied by the meetings of the Executive Committees of Treasury and Asset and Liability Management and Market Risk and Liquidity Management. In addition, the monitoring is also done by the Committee of Integrated Risk Management and Capital Allocation, which is still responsible for extraordinary meetings for the analysis of positions and situations where the risk exposure limits are exceeded, leading to Board of Directors measures and strategies adopted for validation when needed.
The responsibilities of the Committee of Integrated Risk Management and Capital Allocation are:
· to ensure compliance with risk management policies of the Organization;
· to ensure the effectiveness of the risk management process;
· to adopt exposure limits for types of risks, in accordance with the risk appetite approved by the Board of Directors;
· to validate and submit to the approval of the Board of Directors:
i. the policies inherent in the management of the risks and of capital;
ii. the proposals of appetite and exposure limits per type of risks; and
iii. the results of the reviews conducted on policies and structures for the management of risks and capital, abiding by at least, the periodicity established in the regulations;
· to report to the Board of Directors risk control reports, the assessment of the need of capital and capital adequacy, the relevant amendments in relation to strategies adopted and the status of the business continuity plans;
· to take note of the work carried out by internal and external audits that pertain to risk management and results concerning independent validation of models;
· to position the Board of Directors on a regular basis on the activities of the Committee;
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5. Market risk |
· to review and propose to the Board of Directors the update of the Regiments of the Risk Management Executive Committees, when necessary; and
· to provide the Board of Directors with a comprehensive and integrated vision of the risks and impacts of capital.
The Executive Committee of Market Risk and Liquidity Management has the following responsibilities:
· to ensure compliance with the Market Risk and Liquidity Management Policy of the Organization;
· to ensure the effectiveness of the market risk and liquidity management process in the framework of the Organization;
· with regards to market risk and liquidity management, to approve and revise:
i. definitions, criteria and tools; and
ii. the measures to be adopted, including methodologies, modeling, mathematical statistics and econometrics;
· to valuate and submit to the validation by the Committee of Integrated Risk Management and Capital Allocation of the Bradesco Organization, the policy, structure, roles, procedures and responsibilities of dependencies involved in the process of management of market risks and liquidity, as well as the revisions performed at least annually;
· to validate the behavior of the results, backtesting of models and other materials deemed pertinent;
· to create conditions for the conduction of the review carried out by the area of Independent Validation of Models of Warranties and Registration (DGC) and the internal and independent audits; and
· to delegate responsibilities to technical committees involved in the liquidity and market risk management process.
Finally, the responsibilities of the Executive Committee of Treasury and Management of Assets and Liabilities are:
· Trading Portfolio:
- to outline Treasury strategies for the optimization of the results, based on the analysis of the political-economic scenarios, at national and international levels;
- to validate the proposed tolerance limits for exposure to risks by Treasury, to be submitted for approval by the Committee of Integrated Risk Management and Capital Allocation (COGIRAC);
- to conduct special meetings for the analysis of positions and situations, where the tolerance limits for exposure to risks are exceeded;
- to deliberate on new specific Treasury products traded within the financial market; and
- to monitor the results, behaviors and risks of the various portfolios and indexes maintained by the Organization in the Trading Portfolio.
· Asset and Liability Management – ALM:
- to discuss strategies:
§ of expertise in the management of assets and liabilities, within the limits established based on the analysis of the political-economic scenarios, at national and international levels;
§ of expertise in the hedge management of foreign heritage;
- to monitor and countersign the pricing strategies of active, passive and derivative operations with clients of the Bradesco Organization;
- define internal Funds Transfer Price (FTP) of liabilities and assets in local and foreign currency;
- validate the liquidity rule proposal to be submitted for approval by the COGIRAC; and
- to monitor and countersign:
§ the results, behaviors and risks of the various portfolios and indexes maintained by the Organization; and
§ the management of liquidity in Brazilian Reais and in foreign currency of the Organization, including liquidity reserves.
· Treasury clients Boards:
- to monitor and countersign:
§ the results and volumes of products under the management of the Treasury negotiated with clients, namely: derivatives and public and private securities trading;
§ the results and asset volumes negotiated by the Treasury with customers, spread trading activity of the bank assets; and
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5. Market risk |
§ the net volumes of funding with Corporate and Institutional clients, whose negotiations are made by the Treasury.
· The departments listed below shall be responsible for the exposure of subjects so specified:
- DEPEC – Department of Research and Economic Studies:
§ political-economic scenario.
- Treasury Department:
§ positions of local and international trading portfolios, the mismatch of assets and liabilities generated by the business of the Bank (ALM-Banking) and hedge of foreign heritage; and
§ transactions originated by the client board and presentation of liquidity management.
- DCIR – Department of Integrated Control of Risks:
§ risk positions versus the limits in force;
§ the proposed scenarios for both normal and situations of stress, for Trading and Non-Trading Portfolios;
§ capital allocation in internal and standard models; and
§ proposal for minimum liquidity reserve and liquidity indicators for the various activities of the financial conglomerate.
- International and Exchange Department:
§ external positions, when invited.
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5. Market risk |
g) adequacy of the operational structure and internal controls for verifying the effectiveness of the policy adopted
In the Organization, the DCIR – Integrated risk control Department, also responsible for the measurement and control of business risks, has an area dedicated to activities focused on internal controls and compliance, while the DGC – Department of Guarantees and Registry – has an area dedicated to independent validation of models, which carries out the measurement of adequacy and adherence of models used in risk management. In addition, all departments and enterprises of the Organization have people responsible for establishing, evaluating and executing controls, and performance of the tests applicable adherence.
There is, also, the General Inspectorate Department, which is responsible for the Organization's internal audit.
Regarding the risk management policy, which undergoes annual reviews and is held by the Board of Directors, it not suffer relevant changes in the period.
As shown in item 5.1, there's been no change in the ways of mitigating the risks, and the conservative profile of the institution has been kept. Historically, the risks of the Bradesco are related, mainly, to the curve of interest, both real and nominal.
Bradesco reports daily to Central Bank the market risk of its trading portfolio, exposure in foreign currencies and commodities. In this case, the reported risk is calculated from the standard model, established by the Central Bank, as well as from the internal model since January 2013, and serves to measure the regulatory capital, that says the Organization should continue to bear the risks involved in their activities. Thus, like other financial institutions, the Bradesco Organization acts under the conditions of the rules of the Central Bank and its risks are subject to the Basel Index, which aims to determine the maximum leverage of an institution, in accordance with the equity of reference.
Bradesco reports weekly to the Senior Management, to the Board of Directors and to the Central Bank, the interest rate risk of the Banking Portfolio, which includes all companies in the Financial Conglomerate.
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6. Issuer's history |
Establishment of the issuer, term of duration and date of registration at the CVM | |
Issuer Incorporation Date |
01/05/1943 |
Issuer Incorporation Method |
Joint-stock company, established as a Commercial Bank. |
Country of Incorporation |
Brazil |
Term |
Indefinite Term |
CVM Registration Date |
07/20/1977 |
Banco Bradesco S.A. was founded in 1943 as a commercial bank under the name of Banco Brasileiro de Descontos S.A. In 1948, we entered a period of intense expansion, which, by the end of the 60s, led us to become the largest commercial bank in the private sector in Brazil. We expanded our activities across the country in the 1970s, winning Brazilian urban and rural markets.
In 1988, as provided by the Central Bank of Brazil, the reorganization of Company happened in the form of a multiple Bank, with the incorporation of the real estate loans company, to operate with the Commercial and Real Estate Loan Portfolios, changing its corporate name to Bradesco S.A. - Banco Comercial e de Crédito Imobiliário, which was again changed to Banco Bradesco S.A. on 01/13/1989
In 1989, Financiadora Bradesco S.A. Crédito, Financiamento e Investimentos changed its object and corporate name, resulting in the cancellation of the authorization to operate as a financial institution, followed by the creation of Carteira de Crédito, Financiamento e Investimentos and, in 1992, Banco Bradesco de Investimento S.A. (BBI) was incorporated by Bradesco, occasion in which the investment portfolio was established.
We are one of the largest banks in Brazil in terms of total assets. We provide a wide range of banking and financial products and services in Brazil and abroad, for individuals and corporate entities (small, medium and large corporations). We have the widest network of branches and services in the private sector in Brazil, which allows us to cover a diverse customer base. Our services and products include banking operations, such as: loan operations and collection of deposits, issuance of credit cards, insurances, capitalization, consortium, leasing, billing and payment processing, pension plans, asset management and brokerage services as well as securities brokerage.
Macroeconomic and sectorial Policies
The macroeconomic context, sectorial policies and the regulatory framework have significant impact on Bradesco Bank operations. The performance of the economic activity, monetary policies decisions regarding the basic interest rate and mandatory deposits, inflation level, evolution of the foreign exchange rate, among other variables, impact on the speed of credit expansion, level of delinquency rates and the result of financial intermediation, to name a few. In recent years, the GDP growth slowdown contributed to a more modest expansion of credit, while the increase in the prime rate raised the raising costs in the activity of banking intermediation. In 2015, the current adjustment stage of the Brazilian economy may give rise to a contraction of the GPD and some increase in the unemployment rate, however, in the medium term, it shall establish the necessary conditions for more favorable economic growth. From the point of view of policies that could be regarded as sectoral or microeconomic, there was a substantial gain of participation of targeted investments (conditioned to governmental decisions) within the bank credit. An example of this is the lending funds intended to finance machinery and equipment. The banking industry is subject to wide regulation, thus suffering the influence of changes in the regulatory framework. In recent history, some examples that may be mentioned: macro-prudential measures that change the capital requirements to the financing of vehicles; changes regarding IOF in the concession of credit and foreign funding; alteration of the rule of compensation for savings deposits; interest rates and maximum maturity of consigned credit; rules on the sharing of credit card transaction systems; changes on reserve requirements and compensation of mandatory deposits. But above all, the most important example might be the implementation of rules of Basel III, which changes a wide set of rules regarding capital requirements, risk control, liquidity requirements, among other. In this context, Bradesco Bank has been meeting such requirements and shall remain prepared to comply with these possible changes in the regulatory environment.
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6. Issuer's history |
2014:
a) Event
Bradesco signed a strategic partnership with IBM Brasil - Indústria Máquinas e Serviços Ltda. ("IBM").
date: 7.28.2014
b) Main terms of business
operation details: The hardware and software support and maintenance activities provided to Bradesco by Scopus Tecnologia Ltda. (“Scopus Serviços”) will now be provided by IBM, which will take over the operational structure of Scopus Serviços and all support and maintenance contracts signed between Scopus Serviços and its other customers.
pending approval by regulators: not applicable.
effects of the decision about the operation: Bradesco intends to optimize the efficiency related to hiring hardware and software support and maintenance activities, strengthening the focus on its main activities, maximizing the quality of service provided to its customers and the return to its shareholders.
c) Companies involved
Banco Bradesco S.A., IBM Brasil – Indústria Máquinas and Serviços Ltda. and Scopus Tecnologia Ltda.
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
______________________________________________________________________________________
a) Event
Bradesco, in conjunction with the Banco do Brazil S.A., Itaú Unibanco S.A., Banco Santander (Brazil) S.A., HSBC Bank Brazil S.A. – Universal Bank, Caixa Economica Federal and Banco Citibank S.A., on their own behalf and/or oh behalf of their controllers/subsidiaries/companies under joint control, jointly referred to as "Parties", with consent and acquiescence of Tecnologia Bancária S.A. ("Tecban"), has signed a new Shareholders' Agreement of Tecban ("Shareholders' Agreement").
date: 7.17.2014
b) Main terms of business
operation details: In addition to the usual provisions in shareholders' agreements, as rules on governance and transfer of shares, the Shareholders' Agreement provides that, in approximately 4 years, the Parties shall have replaced part of their external network of Auto Service Terminal ("AST") by ASTs of the Banco24Horas Network, which are and will continue to be managed by Tecban. Generally speaking, members of the external network shall be understood as the ASTs situated outside the banking branches' environment, where access is not restricted, exclusive or controlled, such as those located in shopping malls, gas stations, supermarkets, etc.
pending approval by regulators: not applicable.
effects of the decision about the operation: The parties consolidate their external networks of ASTs at the Banco24Horas network terminals, generating increased efficiency, as well as greater quality and capillarity of services to customers.
c) Companies involved
Banco Bradesco S.A., Banco do Brasil S.A., Itaú Unibanco S.A., Banco Santander (Brasil) S.A., HSBC Bank Brasil S.A. – Universal Bank, Caixa Econômica Federal, Banco Citibank S.A., on their own behalf and/or oh behalf of their controllers/subsidiaries/companies under joint control and Tecnologia Bancária S.A.
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6. Issuer's history |
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
______________________________________________________________________________________
a) Event
Bradesco and Banco do Brazil S.A., through the Cia Brasileira de Soluções e Serviços ("CBSS"), initiated, through its existing subsidiary, Livelo S.A., dealings to explore businesses related to loyalty program by coalition, which allows the customer to accumulate and redeem points from various partners.
date: 5.14.2014
b) Main terms of business
operation details: Livelo S.A. is a company with indirect participation of Bradesco, with 50.01% of the share capital, and Banco do Brasil S.A., with 49.99% of the share capital, through CBSS.
pending approval by regulators: not applicable.
effects of the decision about the operation: Livelo S.A. will aim to: (i) act as standalone program and open for coalition loyalty, having as partners: issuers of payment instruments, retailers and other loyalty programs, among others; (ii) bring together a diverse group of relevant and strategic partners, both in the generation of loyalty points as in the possibilities of redemption of benefits; and (iii) develop its own loyalty points to be offered to partners of generation/accumulation of points and convertible into awards and benefits at redemption partners.
c) Companies involved
Banco Bradesco S.A., Banco do Brasil S.A., Cia Brasileira de Soluções and Serviços e Livelo S.A.
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
______________________________________________________________________________________
a) Event
Bradesco and Banco do Brasil S.A., via its subsidiary Companhia Brasileira de Soluções e Serviços (“CBSS”), created Stelo S.A. (“Stelo”), an electronic payment company responsible for managing, operating, and exploring payment facilitator segments focused on e-commerce, as well as digital portfolio businesses.
date: 4.17.2014
b) Main terms of business
operation details: Cielo S.A. and CBSS executed a Memorandum of Understanding with the participation of Cielo S.A. in the capital of Stelo S.A., currently a subsidiary of CBSS,
pending approval by regulators: not applicable.
effects of the decision about the operation: The platform managed by Stelo S.A. will store, safely, the credit card data of buyers customers of Stelo S.A. and process payment transactions in electronic commerce. The Stelo S.A. will bring online consumers a safe and easy shopping experience and to establishments, guarantee receipt. The solution will be open and will accept all cards and various means of payment.
c) Companies involved
Banco Bradesco S.A., Banco do Brasil S.A., Companhia Brasileira de Soluções e Serviços, Cielo S.A. and Stelo S.A.
40 - Reference Form - 2015
6. Issuer's history |
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
______________________________________________________________________________________
a) Event
Bradesco concluded the operation to increase participation in 6.5% of the share capital and voting rights of Odontoprev S.A. ("Odontoprev").
date: 1.02.2014
b) Main terms of business
operation details: The indirect subsidiary of Bradesco, Bradesco Saúde S.A. ("Bradesco Saúde"), holder of 43.5% of the total share capital and voting rights of Odontoprev, acquired from Mr. Randal Luiz Zanetti (“Mr. Randal”) the shareholding representing 6.5% of the share capital and voting rights of Odontoprev.
pending approval by regulators: not applicable.
effects of the decision about the operation: Increased participation of Bradesco Saúde in the share capital and voting rights of Odontoprev of 43.50% to approximately 50.01% (50.0001884%).
c) Companies involved
Banco Bradesco S.A., Bradesco Saúde S.A. and Odontoprev S.A.
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
2013:
a) Event
Bradesco signed an agreement to increase participation in 6.5% of the share capital and voting rights of Odontoprev S.A. (Odontoprev).
date: 10.14.2013
b) Main terms of business
operation details: The indirect subsidiary of Bradesco, Bradesco Saúde S.A. (Bradesco Saúde), holder of 43.5% of the total capital and voting rights of Odontoprev, signed with Mr. Randal Luiz Zanetti (Mr. Randal), an agreement that established the terms and conditions for a reorganization of their respective participations in Odontoprev, which will result in the indirect acquisition by Bradesco Saúde, and on sale by Mr. Randal of the shareholding representing 6.5% of the share capital and voting rights of Odontoprev.
pending approval by regulators: not applicable.
effects of the decision about the operation: Increased participation of Bradesco Saúde in the share capital and voting rights of Odontoprev of 43.50% to approximately 50.01% (50.0001884%).
c) Companies involved
Banco Bradesco S.A., Bradesco Saúde S.A. and Odontoprev S.A.
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
______________________________________________________________________________________
a) Event
Odontoprev S.A. (Odontoprev), Banco do Brazil S.A., BB Seguridade Participações S.A. and subsidiaries entered into Association Agreement and Other Covenants, aiming to, through a new Corporation, named Brasildental Operadora de Planos Odontológicos S.A. (Brasildental), develop and disseminate, and through the BB Corretora de Seguros e Administradora de Bens S.A., distribute and market dental plans under the brand name Dental BB, exclusively on every BB channel in national territory.
41 - Reference Form - 2015
6. Issuer's history |
b) Main terms of business
date: 6.11.2013
operation details: Brasildental will have initial capital stock in the amount of R$ 5 million and the following corporate structure: (i) BB Seguros Participações S.A. (BB insurance) will be the holder of 49.99% of common shares and of 100% of preferred shares, representing 74.99% share of the total share capital, and (ii) Odontoprev holder of 50.01% of common shares, representing 25.01% of the total share capital. BB Seguros e Odontoprev will respond for the constitution of the initial share capital of Brasildental in proportion to their holdings.
pending approval by regulators: not applicable.
effects of the decision about the operation: Odontoprev shall hold 50.01% of the common shares, representing 25.01% of the total share capital of Brasildental.
c) Companies involved
Bradesco Seguros S.A., Odontoprev S.A., Banco do Brasil S.A. and BB Seguridade Participações S.A.
d) Effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) Corporate frame before and after the operation
Not Applicable
2012:
a) event
Bradesco sold its stake in Serasa S.A. to Experian Brazil.
b) main terms of business
date: 11.23.2012
operation details: Bradesco, through its subsidiaries, sold 308,676 shares issued by Serasa S.A., generating profit of R$ 793.3 million, before taxes.
pending approval by regulators: not applicable.
effects of the decision about the operation: Bradesco sold equity interest in the share capital of Serasa S.A.
c) companies involved
Banco Bradesco Financiamentos S.A. and Embaúba Holdings Ltda.
d) effects arising out of the operation on the stock frame, especially on the participation of the controller, shareholders with more than 5% of the share capital and the administrators of the issuer
There was no effect on Bradesco's stock frame.
e) corporate frame before and after the operation
Not Applicable
There was no and there is no event of this nature related to the Company.
There is no other information deemed relevant at this time.
42 - Reference Form - 2015
7. Issuer's activities |
Currently, we are one of the largest banks in Brazil in terms of total assets. We offer a wide range of banking and financial products and services in Brazil and abroad to individuals, large, mid‑sized and small companies and major local and international corporations and institutions. Our products and services encompass banking operations such as loans and advances and deposit‑taking, credit card issuance, purchasing consortiums, insurance, leasing, payment collection and processing, pension plans, asset management and brokerage services. For a better view of the main companies that are part of the Issuer’s Economic Group, and its respective activities, please check items 8.1.b and 9.1.c of this Reference Form.
The company was initially listen on São Paulo Stock Exchange (“BM&FBovespa”) and later on New York Stock Exchange (“NYSE”).
a) products and services marketed
We operate and manage our business through two operating segments: (i) banking industry; and (ii) insurance, pension plans and capitalization bonds. The following chart indicates the main products and services of each industry:
b) segment revenue and its participation in the issuer's net revenue
Information about segments were prepared on the basis of reports provided to the Administration to assess performance and make decisions regarding the allocation of resources for investment and other purposes. Our management uses a variety of information, including financial, in accordance with accounting practices adopted in Brazil ("Bacen GAAP"), non-financial, measured in different bases. Therefore, the information contained in the segments, have been prepared in accordance with Bacen GAAP and the consolidated information has been prepared in accordance with IFRS.
The main assumptions of the segment for income and expenses include: (i) the excess of cash held by the insurance, private pension and capitalization, which are included in this segment, resulting in an increase in net revenue interest; (ii) wages and benefits and administrative costs included within the insurance segment, pension plans and capitalization, which consist only of costs associated directly with these operations; and (iii) the costs incurred in the Banking segment, related to the infrastructure of the branch network and other overheads, that are not allocated.
43 - Reference Form - 2015
7. Issuer's activities |
|
|
|
|
R$ million |
Composition of Net Revenues
|
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total |
Interest income and similar |
91,859 |
14,976 |
(2,942) |
103,893 |
Fee and Commission income |
17,571 |
1,578 |
(2,389) |
16,760 |
Insurance, Pension Plan and Bond Retained Premiums |
- |
50,455 |
- |
50,455 |
Equity in the earnings (losses) of unconsolidated companies |
1,221 |
169 |
- |
1,390 |
Other operating income |
2,424 |
1,814 |
(321) |
3,917 |
Cofins contributions |
(1,960) |
(630) |
(39) |
(2,629) |
Tax on Services - ISS |
(484) |
(15) |
(27) |
(526) |
Social Integration Program (PIS) contribution |
(368) |
(89) |
(3) |
(460) |
Total |
110,263 |
68,258 |
(5,721) |
172,800 |
Participation in net revenue |
63.8% |
39.5% |
(3.3)% |
100.0% |
R$ million | ||||
Composition of Net Revenues
|
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total |
Interest income and similar |
79,936 |
11,578 |
(832) |
90,682 |
Fee and Commission income |
15,648 |
1,292 |
(2,404) |
14,536 |
Insurance, Pension Plan and Bond Retained Premiums |
- |
44,887 |
- |
44,887 |
Equity in the earnings (losses) of unconsolidated companies |
1,031 |
31 |
- |
1,062 |
Other operating income |
4,939 |
1,346 |
(370) |
5,915 |
Cofins contributions |
(1,895) |
(611) |
(51) |
(2,557) |
Tax on Services - ISS |
(447) |
(13) |
(30) |
(490) |
Social Integration Program (PIS) contribution |
(336) |
(102) |
(11) |
(449) |
Total |
98,876 |
58,408 |
(3,698) |
153,586 |
Participation in net revenue |
64.4% |
38.0% |
(2.4)% |
100.0% |
44 - Reference Form - 2015
7. Issuer's activities |
R$ million | ||||
Composition of Net Revenues
|
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total |
Interest income and similar |
75,293 |
11,110 |
(3,371) |
83,032 |
Fee and Commission income |
13,886 |
1,233 |
(2,362) |
12,757 |
Insurance, Pension Plan and Bond Retained Premiums |
- |
40,177 |
- |
40,177 |
Equity in the earnings (losses) of unconsolidated companies |
752 |
108 |
120 |
980 |
Other operating income |
2,368 |
1,164 |
(628) |
2,904 |
Cofins contributions |
(2,162) |
(428) |
3 |
(2,587) |
Tax on Services - ISS |
(413) |
(7) |
(19) |
(439) |
Social Integration Program (PIS) contribution |
(359) |
(68) |
- |
(427) |
Total |
89,365 |
53,289 |
(6,257) |
136,397 |
Participation in net revenue |
65.5% |
39.1% |
(4.6)% |
100.0% |
(1) The financial segment is comprised of financial institutions, holding companies—which are mainly responsible for managing financial resources, and credit card, and asset management companies;
(2) The asset, liability, income and expense balances among companies from the same segment are eliminated;
(3) The Insurance Group segment comprises insurance, pension plan and capitalization bond companies; and
(4) Refers to amounts eliminated among companies from different segments, as well as among operations carried out in Brazil and overseas.
c) profit or loss resulting from the segment and participation in the issuer's net income
R$ million | |||||
Income
Statement |
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total | |
Net Income on interests |
43,035 |
4,556 |
2,455 |
50,046 | |
Net fee and Commission income |
17,571 |
1,557 |
(2,389) |
16,739 | |
Gains/(losses) net of assets for trading |
(1,834) |
(255) |
156 |
(1,933) | |
Unrealized Gains/Losses from Available-For-Sale Financial Assets |
(297) |
(729) |
33 |
(993) | |
Gains/(losses), net of foreign currency |
(1,245) |
- |
- |
(1,245) | |
Result of insurances and pension plans |
- |
5,411 |
1 |
5,412 | |
Loss by decrease in recoverable value of loans and advances |
(10,432) |
- |
141 |
(10,291) | |
Personnel expenditure |
(12,461) |
(1,197) |
(10) |
(13,668) | |
Other administrative expenses |
(12,578) |
(1,119) |
725 |
(12,972) | |
Depreciation and amortization |
(2,749) |
(244) |
61 |
(2,932) | |
Other Operating Income/(Expenses) |
(8,915) |
(850) |
(458) |
(10,223) | |
|
Operating income |
10,096 |
7,130 |
716 |
17,942 |
Result from participation in affiliated companies |
1,221 |
169 |
- |
1,390 | |
|
Profit before taxes and non-parent shareholders' participation |
11,316 |
7,299 |
715 |
19,330 |
Income tax and social contribution |
(772) |
(2,843) |
(299) |
(3,914) | |
|
Net income for the year |
10,545 |
4,456 |
416 |
15,417 |
Attributable to parent shareholders |
10,533 |
4,355 |
427 |
15,315 | |
Attributable to non-parent shareholders |
12 |
101 |
(11) |
102 | |
Participation in net profits |
68.4% |
28.9% |
2.7% |
100.0% |
45 - Reference Form - 2015
7. Issuer's activities |
R$ million | |||||
Income
Statement |
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total | |
Net Income on interests |
41,600 |
5,590 |
2,110 |
49,300 | |
Net fee and Commission income |
15,639 |
1,265 |
(2,404) |
14,500 | |
Gains/(losses) net of assets for trading |
(4,073) |
(1,915) |
198 |
(5,790) | |
Unrealized Gains/Losses from Available-For-Sale Financial Assets |
(3,881) |
(2,526) |
306 |
(6,101) | |
Gains/(losses), net of foreign currency |
(1,121) |
- |
27 |
(1,094) | |
Result of insurances and pension plans |
- |
6,933 |
1 |
6,934 | |
Loss by decrease in recoverable value of loans and advances |
(9,731) |
- |
108 |
(9,623) | |
Personnel expenditure |
(11,201) |
(1,092) |
(61) |
(12,354) | |
Other administrative expenses |
(12,068) |
(1,103) |
1,019 |
(12,152) | |
Depreciation and amortization |
(2,626) |
(180) |
65 |
(2,741) | |
Other Operating Income/(Expenses) |
(6,157) |
(967) |
(499) |
(7,623) | |
|
Operating income |
6,381 |
6,005 |
870 |
13,256 |
Result from participation in affiliated companies |
1,031 |
31 |
- |
1,062 | |
|
Profit before taxes and non-parent shareholders' participation |
7,412 |
6,036 |
870 |
14,318 |
Income tax and social contribution |
790 |
(2,253) |
(369) |
(1,832) | |
|
Net income for the year |
8,202 |
3,783 |
501 |
12,486 |
Attributable to parent shareholders |
8,195 |
3,693 |
508 |
12,396 | |
Attributable to non-parent shareholders |
7 |
90 |
(7) |
90 | |
Participation in net profits |
65.7% |
30.3% |
4.0% |
100.0% |
R$ million | |||||
Income
Statement |
Banking sector |
Insurance, Pension Plans and Capitalization Bonds
|
Other transactions, adjustments and
eliminations |
Total | |
Net Income on interests |
39,181 |
3,125 |
1,080 |
43,386 | |
Net fee and Commission income |
13,885 |
1,233 |
(2,398) |
12,720 | |
Gains/(losses) net of assets for trading |
1,096 |
(7) |
1,021 |
2,110 | |
Unrealized Gains/Losses from Available-For-Sale Financial Assets |
(455) |
2,418 |
(67) |
1,896 | |
Gains/(losses), net of foreign currency |
(1,590) |
- |
502 |
(1,088) | |
Result of insurances and pension plans |
- |
1,412 |
1 |
1,413 | |
Loss by decrease in recoverable value of loans and advances |
(10,925) |
- |
(526) |
(11,451) | |
Personnel expenditure |
(10,587) |
(1,018) |
45 |
(11,560) | |
Other administrative expenses |
(11,592) |
(932) |
721 |
(11,803) | |
Depreciation and amortization |
(1,460) |
(114) |
(914) |
(2,488) | |
Other Operating Income/(Expenses) |
(10,351) |
(375) |
2,052 |
(8,674) | |
|
Operating income |
7,202 |
5,742 |
1,517 |
14,461 |
Result from participation in affiliated companies |
752 |
108 |
120 |
980 | |
|
Profit before taxes and non-parent shareholders' participation |
7,955 |
5,850 |
1,637 |
15,441 |
Income tax and social contribution |
(274) |
(2,196) |
(1,619) |
(4,090) | |
|
Net income for the year |
7,681 |
3,654 |
17 |
11,352 |
Attributable to parent shareholders |
7,673 |
3,592 |
27 |
11,292 | |
Attributable to non-parent shareholders |
8 |
62 |
(10) |
60 | |
Participation in net profits |
67.7% |
32.2% |
0.1% |
100.0% |
(1) The financial segment is comprised of financial institutions, holding companies — which are mainly responsible for managing financial resources, and credit card, and asset management companies;
(2) The asset, liability, income and expense balances among companies from the same segment are eliminated;
(3) The Insurance Group segment comprises insurance, pension plan and capitalization bond companies; and
(4) Refers to amounts eliminated among companies from different segments, as well as among operations carried out in Brazil and overseas.
46 - Reference Form - 2015
7. Issuer's activities |
a) Characteristics of the product process
We present below some characteristics of the main products and services of Banco Bradesco.
Banking segment
Deposit-taking with clients
We offer a variety of deposit products and services to our customers mainly through our branches, including:
· Non-interest-bearing checking accounts, such as:
- Easy Account (Conta Fácil) – customers have a checking account and a savings account under the same bank account number, using the same card for both accounts;
- Click Account (Click Conta) – no-fee checking account for minors (from 11 to 17 years of age), with exclusive website and debit card, automatic pocket money service and free online courses, among other benefits; and
- Academic Account (Conta Universitária) – low fee checking account for college students, with subsidized credit conditions, exclusive website and free online courses, among other benefits.
· traditional savings accounts, which currently earn the Brazilian reference rate, or taxa referencial, known as the "TR," plus 6.2% annual interest in the case the SELIC rate is higher than 8.5% per annum or TR plus 70% of the SELIC rate if the SELIC rate is lower than 8.5% per annum;
· time deposits, which are represented by Bank Deposit Certificates (certificados de depósito bancário – or "CDBs"), and earn interest at a fixed or floating rate; and
· deposits exclusively from financial institutions, which are represented by Interbank Deposit Certificates (certificados de depósito interbancário – or "CDIs"), and earn the interbank deposit rate.
As of December 31, 2014, we had 26.5 million checking account holders, 25.0 million of which were individual account holders and 1.5 million of which were corporate account holders. As of the same date, we had 59.1 million savings accounts.
We offer our customers certain additional services, such as:
· "identified deposits," which allow our customers to identify deposits made in favor of a third party by using a personal identification number; and
· real-time "banking transfers" from a checking or savings account to another checking or savings account, including accounts at other banks.
Loans and advances to consumers
Our loans and advances to customers, mostly consumer credit, corporate and agricultural-sector loans, totaled R$349.2 billion as of December 31, 2014.
Our significant volume of individual loans enables us to avoid concentration on any individual loans on the performance of our portfolio and helps build customer loyalty. They consist primarily of:
· short-term loans, extended through our branches to checking account holders and, within certain limits, through our ATM network. These short-term loans are on average repaid in four months with an average interest rate of 7.8% per month as of December 31, 2014;
· vehicle financings are on average repaid in fourteen months with an average interest rate of 1.6% per month as of December 31, 2014; and
· overdraft loans on checking accounts (or "Cheque Especial"), which are on average repaid in one month, at interest rates varying from 9.5% to 10.4% per month as of December 31, 2014.
We also provide revolving credit facilities and traditional term loans. As of December 31, 2014, we had outstanding advances, vehicle financings, consumer loans and revolving credit totaling R$79.8 billion, or 22.9% of our portfolio of loans and advances as of that date. On the basis of loans outstanding on that date, we had a 12.5% share of the Brazilian consumer loan market, according to information published by the Central Bank.
47 - Reference Form - 2015
7. Issuer's activities |
Banco Bradesco Financiamentos ("Bradesco Financiamentos") offers direct-to-consumer credit and leasing for the acquisition of vehicles through our extensive network of correspondents in Brazil, which includes retailers and dealers of light and heavy vehicles and motorcycles and payroll-deductible loans to the public and private sectors in Brazil.
Under the “Bradesco Promotora” brand, we offer payroll-deductible loans to INSS retirees and pensioners, public-sector employees, military personnel and private-sector companies sponsoring plans, and other aggregated products (insurance, cards, purchasing consortiums, and others).
Real estate financing
As of December 31, 2014, we had 99,221 outstanding real estate loans. The aggregate outstanding amount of our real estate loans amounted to R$40.1 billion, representing 11.5% of our portfolio of loans and advances.
Real estate financing is made through the Housing Finance System – SFH (Sistema Financeiro Habitacional), by the Housing Mortgage Portfolio – CHH (Carteira Hipotecária Habitacional) or by the Commercial Mortgage Portfolio – CHC (Carteira Hipotecária Comercial). Loans from SFH or CHH feature variable-installment repayments and annual interest rates ranging from 8.5% to 14.0% plus TR, or 12.0% to 15.0% from CHC.
Residential SFH and CHH loans are to be repaid within 30 years and commercial loans within 10 years.
Our home construction loans, which are made with a 360-month period, are broken down as follows: (i) a 24-month period to complete construction; (ii) a 2-month grace period immediately following the construction period; and (iii) up to 334 months for repayment of the loan. Payments are made at the interest rate of 8.5% to 12.0% per annum plus TR variation for real estate falling into the SFH rules, or interest rates of 9.8% to 14.0% per annum plus TR variation for real estate falling into the CHH.
We also extend corporate financing for builders under the SFH. These loans are for construction purposes and commonly require up to 36 months for completion of construction work and a maximum 36-month repayment period, which starts after the official registration of the building. These loans are charged the TR plus an annual interest rate of 12.0% during the construction stage for SFH loans, and TR plus an annual interest rate of 14.0% during repayment period for CHH loans.
Central Bank regulations require us to provide at least 65.0% of the balance of our savings accounts in the form of real estate financing. In addition to real estate financing, mortgage notes, charged-off real estate financing, and other financings can be used to satisfy this requirement. We generally do not finance more than 80.0% of the purchase price or the market value of a property, whichever is lower. If the percentage of 65.0% is not reached, the resources that were not applied must be paid to the Central Bank on the 15th day of the subsequent month. These resources will be unavailable for a month and will accrue interest at 80% of the interest rate payable on savings accounts.
Microcredit
We extend microcredit to low-income individuals and small companies, in accordance with Central Bank regulations requiring banks to use 2.0% of their cash deposits to provide microcredit loans. We started providing microcredit loans in August 2003. As of December 31, 2014, we had 1,738 microcredit loans outstanding, totaling R$3.5 million.
In accordance with Central Bank regulations, most microcredit loans are charged at a maximum effective interest rate of 2.0% per month. However, microcredit loans for certain types of business or specific production have a maximum effective interest rate of 4.0% per month. The CMN requires that the maximum amount loaned to a borrower be limited to (i) R$2,000 for individuals in general, (ii) R$5,000 for individuals developing certain professional, commercial or industrial activities or for micro companies, and (iii) R$40,000 for our "guided microcredit productive" transactions. In addition, microcredit loans must not be for less than 120 days, and the origination fee must be 2.0% to 3.0% of the loan value.
BNDES onlending
The Brazilian government has a program to provide government-funded long-term loans with below-market interest rates to sectors of the economy that it has targeted for development. We borrow funds under this program from either (i) BNDES, the federal government’s development bank, or (ii) Agência Especial de Financiamento Industrial (FINAME), or "FINAME," the equipment financing subsidiary of BNDES. We then on-lend these funds to borrowers in targeted sectors of the economy. We determine the spread on some of the loans based on the borrowers' credit. Although we bear the risk for these BNDES and FINAME onlending transactions, they are always secured.
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According to BNDES, we disbursed R$14.1 billion, 66.0% of which was loaned to micro, small and medium-sized companies as of December 31, 2014. Our BNDES onlending portfolio totaled R$42.2 billion as of December 31, 2014, and accounted for 12.1% of our portfolio of loans and advances at that date.
Other local commercial loans
We provide traditional loans for the ongoing needs of our corporate customers. As of December 31, 2014, we had R$102.3 billion of outstanding other local commercial loans, accounting for 29.3% of our portfolio of loans and advances. We offer a range of loans to our Brazilian corporate customers, including:
· short-term loans of 29 days or less;
· working capital loans to cover our customers' cash needs;
· guaranteed checking accounts and corporate overdraft loans;
· discounting trade receivables, promissory notes, checks, credit card and supplier receivables, and a number of other receivables;
· financing for purchase and sale of goods and services;
· corporate real estate financing;
· investment lines for acquisition of assets and machinery; and
· guarantees.
These lending products generally bear interest at a rate of 1.2% to 9.9% per month.
Rural loans
We extend loans to the agricultural sector financed by demand deposits, BNDES onlendings and our own funds, in accordance with Central Bank regulations. As of December 31, 2014, we had R$17.1 billion in outstanding rural loans, representing 4.9% of our portfolio of loans and advances. In accordance with Central Bank regulations, loans arising from compulsory deposits are paid a fixed rate. The annual fixed rate was 6.5% as of December 31, 2014. Repayment of these loans generally coincides with agricultural harvest and principal is due when a crop is sold. For BNDES onlending for rural investment the term is no more than five years with repayments on a semi-annual or annual basis. As security for such loans, we generally obtain a mortgage on the land where the agricultural activities being financed are conducted.
Since July 2012, Central Bank regulations require us to use at least 34.0% of the annual average (from June through May) of our checking account deposits to provide loans to the agricultural sector.
The Brazilian Monetary Council (CMN) has approved Resolution No. 4,378/14, establishing that any excess funds intended for pecuniary investments set forth in Resolution No. 4,358/14, will be included in the calculation for compliance with required demand deposits in the 2014/2015 agriculture period. This measure provides financial institutions with an additional 12-month period to adjust to the new provisions introduced by said regulation, without undermining their investing the amounts reimbursed from these operations in new cattle-raising investment financing.
Leasing
According to ABEL, as of December 31, 2014, our leasing companies were among the sector leaders, with a 19.3% market share. According to this source, the aggregate discounted present value of the leasing portfolios in Brazil as of December 31, 2014 was R$22.4 billion.
As of December 31, 2014, we had 125,018 outstanding leasing agreements totaling R$4.3 billion, representing 1.2% of our portfolio of loans and advances.
The Brazilian leasing market is dominated by large banks and both domestic- and foreign-owned companies affiliated with vehicle manufacturers. Brazilian lease contracts generally relate to motor vehicles, computers, industrial machinery and other equipment.
Most of our leasing operations are financial (as opposed to operational). Our leasing operations primarily involve the leasing of trucks, cranes, aircraft and heavy machinery. As of December 31, 2014, 60.5% of our outstanding leasing operations were for vehicles.
We conduct our leasing operations through our primary leasing subsidiary, Bradesco Leasing and also through Bradesco Financiamentos.
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We obtain funding for our leasing operations primarily by issuing debentures and other securities in the domestic market.
As of December 31, 2014, Bradesco Leasing had R$82.8 billion of debentures outstanding in the domestic market. These debentures will mature in 2032 and bear monthly interests at the interbank interest rate (“CDI rate”).