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RETAIL BANKING - CORPORATE & INVESTMENT BANKING - SPECIALISED FINANCIAL SERVICES & INSURANCE - PRIVATE BANKING, GLOBAL INVESTMENT MANAGEMENT & SERVICES

2013

REGISTRATION

DOCUMENT

SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

The AMF has conducted no verification of the content of this document. Only the French version of the Registration

Document ("Document de Référence») has been controlled by the AMF. The original document was filed with the AMF (French Securities Regulator) on 4

March 2013, in accordance with article

212-13 of the AMFs General Regulations. It may be used in support of a financial transaction only if supplemented

by a Transaction Note that has received approval from the AMF. This document was produced by the issuer and is

binding upon its signatory.REGISTRATION DOCUMENT 2013The Registration Document is available online at www.societegenerale.com

SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

TABLE OF CONTENTS

1 HISTORY AND PROFILE

OF SOCIETE

1

History

2

Profile of Societe Generale

3

2 GROUP STRATEGY

AND BUSINESSES

5

A strategy of growth with lower risk

6

The Group"s core businesses

9

3 THE COMPANY

AND ITS SHAREHOLDERS

19

2012 key figures

20

The Societe Generale share

22

Information on share capital

26

Additional information

33

4 GROUP MANAGEMENT

REPORT

37

Societe Generale Group main activities

38

Group activity and results

40

Activity and results of the core businesses

43
Summary of results and profitability by core business 45

Financial policy

62

Significant new products or services

64

Major investments and disposals

67

Recent developments and outlook

68

Post-closing events

69Basel 2.5: pillar 3 69

Analysis of the consolidated balance sheet

70

Property and equipment

74

5 CORPORATE GOVERNANCE 75

Board of Directors

76

General Management

87

Additional information about the members

of the Board and the Deputy Chief

Executive Officers

90

Executive Committee

91

Group Management Committee

92

Chairman"s Report on Corporate Governance

93

Report of the Chairman on Internal Control

and Risk Management 103

Remuneration of Group Senior Management

118

Stock Options and Share Plans for Employees

129

Internal Governance and Compliance

131

Statutory Auditors

132

Statutory Auditors" Report on the Report

of the Chairman on Internal Control and

Risk Management

134

Statutory Auditors" Special Report

on Related Party Agreements and Commitments 135

6 HUMAN RESOURCES 137

Introduction: the Societe Generale teams

in 2012 138

Career: supporting employee achievement

141
Care: paying the best attention to each individual 144

Agility: bringing responsible innovative,

corporate spirit to life 147
SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

7 CORPORATE SOCIAL

RESPONSIBILITY

151

Corporate social responsibility

152

Social information

155

Environmental information

163

Information on CSR commitments

173

Methodology

191
Independent verifier's attestation and assurance report 194

8 COMPLIANCE 197

Compliance

198

9 RISK MANAGEMENT 205

Introduction

206

Credit risks

219

Market risks

231

Specific financial information

238

Structural interest rate and exchange rate risks

245

Liquidity risk

248

Operational risks

252

Non-compliance and reputational risks

258

Legal risks

259

Environmental risks

262

Other risks

262

Regulatory ratios

263
10

FINANCIAL INFORMATION 267

Consolidated financial statements

270

Notes to the consolidated financial

statements 278

Statutory Auditors' report on the consolidated

financial statements 385

Parent company financial statements

387

Notes to the parent company financial statements

395

Main changes in the investment portfolio in 2012

445
Statutory Auditors' report on the financial statements 446
11

LEGAL INFORMATION 449

By-laws

450

Internal rules of the Board of Directors

456

Director's Charter

461
12

PERSON RESPONSIBLE

FOR THE REGISTRATION

DOCUMENT

463

Person responsible for the Registration

Document

464

Statement of the person responsible

for the Registration Document 464

Persons responsible for the audit

of the financial statements 465
13

CROSS REFERENCE

TABLES

467

Rankings:

the sources for all references to rankings are given explicitly. Where they are not, rankings are based on internal

sources. SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

1SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

HISTORY ...................................................................................................................2

PROFILE OF SOCIETE GENERALE .........................................3 1

HISTORY AND PROFILE OF SOCIETE GENERALE

2SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

1I

HISTORY AND PROFILE OF SOCIETE GENERALEIHISTORY

1I

HISTORY AND PROFILE OF SOCIETE GENERALEIHISTORY

HISTORY

Societe Generale was founded in May 1864 by a group of industrialists seeking to finance commercial and industrial development in France. From the first years of its existence, it adopted the "universal banking" model which has ensured its strong growth. Its network of branches rapidly developed across France, growing from 32 branches in 1870 to 1,500 branches in 1940. At the same time, Societe Generale began to build its international reach by financing infrastructure essential to the economic development of a number of countries in Latin America, Europe and Africa. With this expansion policy came the establishment of a network of branches abroad. On the eve of the First World War, Societe Generale"s Retail Banking business was in operation in no less than 14 countries, with a particularly strong foothold in Russia. The network was completed after 1918 with the opening of branches in New York, Abidjan and Dakar, and with the acquisition of a stake in Central European banks. Nationalised in 1945, Societe Generale played an active role in financing post-war re-construction. The Bank also contributed to the promulgation of banking techniques by launching innovative financial products for companies, including medium-term discountable credit and lease financing agreements, for which it is a market leader. With the reform of the banking system in 1966, Societe Generale demonstrated its ability to adapt to the new environment by diversifying its customer base. It continued to support its corporate partners, while readily extending its business to individual customers.Following its privatisation in July 1987, Societe Generale pursued its growth. In France, it drew on the development of its customer base while reinforcing its role as a local bank with the acquisition of Crédit du Nord (acquisition of a majority stake in 1997 followed by the buyout of minority shareholders in 2009) and of Société Marseillaise de Crédit in 2010. With this network of regional banks, the Group thus broadened its Retail Banking businesses in its domestic market. Societe Generale expanded internationally through acquisitions in its various businesses all around the world. For example, it developed its Retail Banking network in Eastern Europe through the acquisition of BRD (Romania) in 1999, Komerčni Banka (Czech Republic) in 2001, followed by a dozen other acquisitions across the rest of the region. Most importantly, it acquired a stake in Rosbank (Russia) in 2006. The Group currently holds an 82.4% of this subsidiary"s capital, making it a leading bank in Russia. This strategy of international expansion, strengthened by the presence of the Corporate and Investment Banking (SG CIB), Private Banking, Global Investment Management and Services (GIMS) and Specialised Financial Services (DSFS) businesses, has extended the Group"s reach across 76 countries. In the tumultuous environment of 2010, the Group initiated a transformation programme aimed at meeting the economic and regulatory challenges associated with the crisis and embracing a sustainable growth strategy. This programme has already delivered tangible results, as seen in the reduction of the Group"s risk profile, the optimisation of its asset portfolio and enhancement of its capital. The Group plans to continue making customer satisfaction its top priority. PROFILE OF SOCIETE GENERALEIHISTORY AND PROFILE OF SOCIETE GENERALE I1

3SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

PROFILE OF SOCIETE GENERALEIHISTORY AND PROFILE OF SOCIETE GENERALE I1 Societe Generale is one of the leading financial services groups in Europe. With its diversified universal banking model, the Group combines financial solidity and a sustainable growth strategy with the ambition of being the relationship-focused bank, a leader in its markets, close to its customers, and recognised for the quality and the commitment of its teams. The Group has over 154,000 employees across 76 countries, who serve more than 32 million customers across the globe. Societe Generale"s teams offer advisory and other services to individual customers, companies and institutions as part of three main business lines: Retail Banking in France under the Societe Generale, Crédit du Nord and Boursorama brands;International Retail Banking, which is present in Central and Eastern Europe, Russia, the Mediterranean Basin, Sub-Saharan Africa, Asia and in the French Overseas territories; Corporate and Investment Banking with its broad range of expertise in investment banking, finance and market activities. Societe Generale is also a major player in the businesses of Specialised Financial Services and Insurance, and Private Banking,

Global Investment Management and Services.

On March 4, 2013, Societe Generale"s long-term rating was A2 at Moody"s, A+ at Fitch and A at Standard & Poor"s.

PROFILE OF SOCIETE GENERALE

4SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

5SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

2

GROUP STRATEGY AND BUSINESSES

A STRATEGY OF GROWTH

WITH LOWER RISK

THE GROUP"S CORE BUSINESSES .......................................9

6SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

2I

GROUP STRATEGY

AND BUSINESSES

I

A STRATEGY OF GROWTH WITH LOWER RISK,

BASED ON A ROBUST UNIVERSAL BANKING MODEL

2012 was marked by a climate of latent recession in Europe with

repercussions on the CEE countries (Central and Eastern Europe). Even so, significant progress was made in terms of the political and economic responses to the crisis in the eurozone, helping to prevent its breakup: the European stability treaty strengthened the eurozone"s macroeconomic and fiscal governance, ECB aid mechanisms for financing governments or banks (LTRO - Long- term refinancing operations) were established, and finally the foundations were laid for a banking union. Growth in the United States continued at the same pace as in 2011, benefiting from the fiscal stimulus. The BRIC countries (Brazil, Russia, India and

China) held up well despite more modest growth.

At the regulatory level, and as part of the extended 2010 G20 initiatives, in 2012 new constraints were added to existing requirements pertaining to capital, liquidity and trading. In particular, the European Banking Authority required European banks to have a Core Tier One capital ratio above 9%, in Basel 2.5 regulatory capital, as from June 30, 2012. In addition, France established a financial transaction tax applicable from August 1, 2012. Against such a difficult backdrop, Societe Generale benefited from its solid franchises and balance sheet, including limited exposure to peripheral sovereign risk (Greece, Italy, Ireland, Portugal and Spain), considerable cash reserves, earning power, and good risk diversification. The Group demonstrated the resilience of its businesses and their ability to generate capital over the long term. At the same time, the Group accelerated and adapted the implementation of its Ambition SG 2015 strategic plan whose main strategic thrusts, announced in June 2010, remain the pillars of the Group"s transformation: reinforcing a customer-oriented universal banking model, refocused on three core businesses (French Networks, International Retail Banking and Corporate and Investment

Banking);

maintaining strict risk management; transforming the operating model. ■ The sudden change in the monetary and economic environment in the summer of 2011, coupled with growing regulatory restrictions, made it necessary to give priority to strengthening the Group"s financial structure and transforming its balance sheet by stepping up certain projects and carrying out additional actions. In 2012, the Group notably sold its Greek subsidiary Geniki to Piraeus, and in general continued the process of simplifying its Group activity portfolio, announcing the sale of TCW to the Carlyle Group and several divestments in Consumer Credit (India, Bulgaria, etc.) and Private Banking (United States and Canada). The Group also signed a definitive agreement with Qatar National Bank to sell his Retail Banking subsidiary NSGB in Egypt. It is expected to come into effect at the end of the first quarter of 2013
In addition, in 2012, the Group completed its Corporate and Investment Banking deleveraging programme (EUR 16 billion in loan book assets sold since end-June 2011), continued its legacy asset disposal programme (EUR 19 billion sold over the last 18 months), and strengthened its financing structure, primarily by improving its loan/deposit ratio. Core businesses also paid special attention to controlling operating expenses in 2012.

The Group intends to build on this trend and:

continue its balance sheet optimisation, particularly for Corporate and Investment Banking, where the Group aims to reduce its financing needs on capital markets; continue to optimise its activity portfolio, particularly in light of their scarce resource consumption (capital and liquidity) and synergies with the three Group pillars; control the cost base over the long term. In all, the Group has confirmed its ability to meet a Core Tier 1 ratio target of between 9.0% and 9.5% under Basel 3 regulations by the end of 2013. A STRATEGY OF GROWTH WITH LOWER RISK, BASED ON A ROBUST UNIVERSAL BANKING MODEL

7SOCIETE GENERALE GROUP I 2013 REGISTRATION DOCUMENT

A STRATEGY OF GROWTH WITH LOWER RISK,

BASED ON A ROBUST UNIVERSAL BANKING MODEL

I

GROUP STRATEGY

AND BUSINESSES

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