DIRECT BROKERAGE 2001
Transcrição
DIRECT BROKERAGE 2001
Annual Report 2001 comdirect bank Aktiengesellschaft comdirect bank Aktiengesellschaft Pascalkehre 15 D-25449 Quickborn Germany Telephone: +49 4106 / 704-0 Fax: +49 4106 / 704-11 00 Internet: www.comdirect.de E-mail: [email protected] Mobile WAP: wap.comdirect.de DIRECT BROKERAGE 2001 Annual Report 2001 comdirect bank Aktiengesellschaft – a company of the Commerzbank Group w w w. c o m d i r e c t . d e Annual Report 2001 comdirect bank Aktiengesellschaft comdirect bank Aktiengesellschaft Pascalkehre 15 D-25449 Quickborn Germany Telephone: +49 4106 / 704-0 Fax: +49 4106 / 704-11 00 Internet: www.comdirect.de E-mail: [email protected] Mobile WAP: wap.comdirect.de DIRECT BROKERAGE 2001 Annual Report 2001 comdirect bank Aktiengesellschaft – a company of the Commerzbank Group w w w. c o m d i r e c t . d e DEVELOPMENT Volume of total assets under custody as at 31.12. (in € billion) Number of customers as at 31.12. (in thousand) Number of orders (in million) Index-based performance of comdirect share in 2001 (Index: 2 January, 2001 = 100%) Placed orders comdirect 2.1 100 10.3 2.3 80 1997 1998 2000 2001 6.6 4.5 1996 5.1 3.9 0.4 1997 1998 1999 1.1 1.1 0.9 1.1 0.3 0.4 3.0 1.6 60 40 1.8 2.3 1.5 1999 5.6 6.3 1.0 0.9 0.6 1996 7.0 1.5 2.6 114 165 109 61 31 73 226 277 8.7 2.2 NEMAX 50 120 9.0 8.9 Funds volume 15.3 10.2 Executed orders Deposit volume 615 649 Portfolio volume 539 577 Direct brokerage customers Total customers 20 0 2000 2001 1996 1997 1998 1999 2000 2001 Jan. Febr. Mar. April May June July Aug. Sept. Oct. Nov. Dec. The year 2001 at a glance KEY FIGURES Customer figures Total customers Direct brokerage customers Business unit figures Total assets under custody Assets under custody per customer Direct brokerage Placed orders Executed orders Order activity per account (average) Ratio of funds per executed order Order volume per executed order Securities turnover Portfolio volume of which – funds volume Portfolio volume per direct brokerage account Funds volume per direct brokerage account Group 2001 AG 2001 Group 2000 648,611 615,211 616,891 583,774 577,465 539,195 € million € 9,001 13,877 8,798 14,262 10,160 17,594 % € € million € million € million € € 8,692,108 6,565,206 11.4 6.1 3,053 20,045 6,699 1,093 10,889 1,777 7,919,669 6,260,156 11.2 6.3 3,003 18,800 6,553 1,089 11,225 1,865 15,310,536 10,323,367 27.0 3.7 3,545 36,599 8,111 1,127 15,043 2,090 Deposit business Deposit volume € million Deposit volume per customer € Financial figures Net commission income € thousand Net interest income before provisions € thousand Pre-tax profit € thousand Earnings per share € Balance-sheet total € million Equity € million Equity ratio % Cost-income-ratio* % Pre-tax return on revenues* % Employees figures Number of employees Employees full-time basis Direct brokerage accounts per employee full-time basis *without extraordinary result and restructuring expenses Group 2001 AG 2001 Group 2000 2,302 3,551 2,245 3,639 2,049 3,548 93,018 74,083 – 150,580 – 1.14 2,974,011 578,110 19.4 129.1 – 30.1 91,719 72,610 – 230,267 – 1.46 2,898,446 573,630 19.8 92.1 6.9 190,863 57,717 25,565 0.03 2,875,105 739,698 25.7 88.9 10.3 1,291 1,110 554 1,117 937 623 1,536 1,287 419 Our annual report is published in German and in English. In case of doubt, the German version is authoritative. Concept and realisation: CAT CONSULTANTS, Hamburg DEVELOPMENT Volume of total assets under custody as at 31.12. (in € billion) Number of customers as at 31.12. (in thousand) Number of orders (in million) Index-based performance of comdirect share in 2001 (Index: 2 January, 2001 = 100%) Placed orders comdirect 2.1 100 10.3 2.3 80 1997 1998 2000 2001 6.6 4.5 1996 5.1 3.9 0.4 1997 1998 1999 1.1 1.1 0.9 1.1 0.3 0.4 3.0 1.6 60 40 1.8 2.3 1.5 1999 5.6 6.3 1.0 0.9 0.6 1996 7.0 1.5 2.6 114 165 109 61 31 73 226 277 8.7 2.2 NEMAX 50 120 9.0 8.9 Funds volume 15.3 10.2 Executed orders Deposit volume 615 649 Portfolio volume 539 577 Direct brokerage customers Total customers 20 0 2000 2001 1996 1997 1998 1999 2000 2001 Jan. Febr. Mar. April May June July Aug. Sept. Oct. Nov. Dec. The year 2001 at a glance KEY FIGURES Customer figures Total customers Direct brokerage customers Business unit figures Total assets under custody Assets under custody per customer Direct brokerage Placed orders Executed orders Order activity per account (average) Ratio of funds per executed order Order volume per executed order Securities turnover Portfolio volume of which – funds volume Portfolio volume per direct brokerage account Funds volume per direct brokerage account Group 2001 AG 2001 Group 2000 648,611 615,211 616,891 583,774 577,465 539,195 € million € 9,001 13,877 8,798 14,262 10,160 17,594 % € € million € million € million € € 8,692,108 6,565,206 11.4 6.1 3,053 20,045 6,699 1,093 10,889 1,777 7,919,669 6,260,156 11.2 6.3 3,003 18,800 6,553 1,089 11,225 1,865 15,310,536 10,323,367 27.0 3.7 3,545 36,599 8,111 1,127 15,043 2,090 Deposit business Deposit volume € million Deposit volume per customer € Financial figures Net commission income € thousand Net interest income before provisions € thousand Pre-tax profit € thousand Earnings per share € Balance-sheet total € million Equity € million Equity ratio % Cost-income-ratio* % Pre-tax return on revenues* % Employees figures Number of employees Employees full-time basis Direct brokerage accounts per employee full-time basis *without extraordinary result and restructuring expenses Group 2001 AG 2001 Group 2000 2,302 3,551 2,245 3,639 2,049 3,548 93,018 74,083 – 150,580 – 1.14 2,974,011 578,110 19.4 129.1 – 30.1 91,719 72,610 – 230,267 – 1.46 2,898,446 573,630 19.8 92.1 6.9 190,863 57,717 25,565 0.03 2,875,105 739,698 25.7 88.9 10.3 1,291 1,110 554 1,117 937 623 1,536 1,287 419 Our annual report is published in German and in English. In case of doubt, the German version is authoritative. Concept and realisation: CAT CONSULTANTS, Hamburg DIRECT BROKERAGE 2001 Annual Report 2001 TABLE OF CONTENTS 02 Foreword by the Board of Managing Directors 47 Financial statements 2001 07 11 15 19 23 27 The share Products Marketing and communication Service Technology, IT and innovations Employees 48 49 50 51 52 53 54 Income statement AG Balance sheet AG Income statement Group Balance sheet Group Statement of changes in equity Cash flow statement Notes for the financial year ended 31 December 2001 31 Group management report 2001 82 Auditor’s certificate 32 37 39 Market development Development of business Changes in the Board of Managing Directors and the Supervisory Board Risk report Prospects Our strategy Operational planning for 2002 Outlook 84 Report of the Supervisory Board 86 Structure of the comdirect group Board of Managing Directors 87 Financial calendar 88 Contact 40 43 44 45 45 1 Foreword by the Board of Managing Directors To our shareholders, ladies and gentlemen, We look back on the most difficult year to date on the stock market since comdirect bank AG was founded. Not only was private investors' confidence in the stock market shattered, which meant lower numbers of orders for online brokers, but share prices in the Neuer Markt, where the comdirect share is listed, also plunged, a fall which our share was also unable to elude. At the end of 2001, it stood at € 10.65 (2000: € 24) in Frankfurt. Our competitors as well were hit by last year's dramatic developments in the market. In a direct comparison, however, the comdirect share fared very successfully: by gaining more than 70,000 new clients, we braved the adversities last year to successfully maintain our leading position as Germany's and Europe's largest online broker. Serious reaction to changed conditions. We have adjusted our internal structures to the changed overall conditions for business, launching a very ambitious cost-cutting programme. These measures were needed in order to present an acceptable result to you, our shareholders, even despite the problematic bourse environment throughout the 2001 business year. Precautionary personnel measures. All told, we achieved cost savings of around € 82m in the year under review. In no instance have our aggressive reductions caused the quality of our individual services or indeed the general level of service to be lowered. We were able to retain the expertise of our staff by means of personnel measures which are exceptional in the banking industry. Prominent among these was the introduction of short-time working last October. Growth through new products. Last year we introduced more new products than ever. We are therefore offering our existing and our new customers attractive alternatives to traditional investment in 2 COMDIRECT BANK STRENGTHENS ITS LEADING MARKET POSITION IN 2001. Despite the generally very difficult environment, we were able to assert and further improve our position as Europe's leading online broker, with roughly 649,000 customers. equities and we are tapping new earnings potential for our bank. Investment-fund savings plans in particular were outstandingly well received. In the form of “comdirect wachstumsrente” and “comdirect wachstumsrente plus”, we offer two alternatives for private asset accumulation and old-age provision. In this connection, we have found a partner in Cosmos Lebensversicherungs-AG, the leading German direct insurer, possessing like ourselves considerable direct-sales experience. A strong partnership for the benefit of our clients. We already began last year to prepare our IT architecture to accommodate new groups of customers. Leading website. With an average of roughly 160 million page impressions and 50 million visits per month, www.comdirect.de is Germany's leading financial portal on the internet. Our website also represents an intangible asset, equivalent to that of a major brand name. Efficient, intelligent, direct, safe – those are the major values associated with our brand personality. In an exemplary manner, we make information on all aspects of securities easily available at the click of a mouse, in a readily intelligible form with explanations, as numerous awards last year once again confirmed. Our European subsidiaries. Business performance in France and Italy failed to live up to our planning and expectations in 2001. Breakeven point cannot be reached in the time originally intended. We have drawn the consequences of this and are disposing of these two subsidiaries. However, the valuation of the two investments has obliged us to make considerable valuation allowances on our investments in the comdirect bank AG and has caused extraordinary expenses for restructuring in the comdirect bank group. In future, we will concentrate entirely on the markets in which we are successfully positioned: Germany and the United Kingdom. Focus on the customer. In order to be able to cope even better with the future challenges of the market, we created a new internal organisation for our company in 2001. The crucial element is the promotion and strengthening of existing contacts with customers through our newly created customer relationship management (CRM). 3 Bernt Weber Christian Jessen Hans-Joachim Nitschke Dr. Andre Carls Foreword by the Board of Managing Directors In combination with our data warehouse, which went into operation in 2001, CRM will be able to offer our customers a new, more personal service quality: targeted information and also products and services specially designed to meet the wishes and needs of each individual customer. Investment banking. Last year, we linked up product management with investment banking. In terms of both earnings and innovative force and the development of products, this move gives us a clear edge. What is more, our value chain will be systematically extended by means of synergies in the purchase of products. Unlike our competitors, we have managed to hold our cost and organisational structures flat in investment banking. To enable us to draw upon the necessary resources for handling IPOs when the market situation changes, without having to build them up ourselves or keep them at the ready, we concluded a first cooperation agreement last September with the Frankfurt securities trading house Steubing AG. Geared to institutional investors, Steubing AG is especially active as a designated 4 sponsor and provides the research. comdirect itself takes care of all the capital-market questions and is responsible for placing issues with private investors. We wish to thank our staff. During the past year, our employees showed great commitment to supporting all the measures designed to strengthen our group. The introduction of voluntary reduced working hours and short-time working was a clear signal to them. Each of them recognised that comdirect had acted in a responsible manner in order to be in a position to offer its employees safe jobs in the long term as well. At the same time, we managed to reduce our workforce perceptibly without dismissing personnel – we did this solely by imposing a recruitment freeze at an early stage and through normal staff turnover. Thanks to our ambitious cost-cutting programme, we managed to realise savings of more than € 82 m – while continuing to set standards as regards quality and service. What does our future look like? We now know that, even in economically difficult times – and 2001 was undoubtedly one of these – comdirect can hold its own thanks to its approach to online brokerage. The parent bank's result from ordinary activities was in the black. Without having to rely solely on economic performance picking up, our bank continues to have promising future prospects. We are emerging stronger from the difficult period that lies behind us, enabling us to respond immediately and forcefully to the great challenges presented by a livelier stock-market environment. We have excellent technical resources, the motivation of our employees is better than ever. We will seize upon all the potential for increasing value that we can so that the comdirect share remains an attractive investment for you. We thank you for the trust which you have shown in us. Bernt Weber Christian Jessen Hans-Joachim Nitschke Dr. Andre Carls 5 BEST PERFORMANCE AMONG GERMANY'S ONLINE BROKERS. The downturn on international stock markets that was emerging at end-2000 continued last year. The comdirect share, one of the heavyweights of the Neuer Markt, was unable to elude the general trend. All the same, among German online brokers, comdirect – thanks not least to the continuing solidity of its equity base – proved itself to be a strong company with a future. The share 2001 on the stock exchange. For most investors, the performance of stock markets in 2001 was more than disappointing and even the analysts' forecasts were frequently not achieved. The Dax ended the year about 20 % lower than 12 months previously, while the Nemax 50 even fell by more than 59% in the course of the year. The decline in equity prices went hand in hand with weaker turnover in trading centres. The logical consequences for comdirect were lower commission earnings and a drop in its share price. The price performance of the comdirect share. On the last trading day of 2001, our share was more than 65% down on its issue price in Frankfurt. This was primarily due to the weakness of the stock market; the events of September 11 had an additional impact, triggering another fall in equity prices. The Neuer Markt, where comdirect is listed, was particularly hard hit. comdirect’s share price developed The turbulences in the international financial markets put pressure on the comdirect share as well. virtually parallel to that of the Nemax 50. Last September, our company's share fell to an absolute low at € 3.95. By year-end, the price had recovered at times by more than 170 %. On December 28, 2001, the last trading day, the comdirect share was quoted at € 10.65 in Frankfurt. Good prospects for comdirect share. Online brokerage and direct banking remain growth markets. Analysts, investment bankers and market researchers are unanimous about this. The increasing acceptance of the internet by all age groups and strata of society guarantees the growth potential for efficient, reasonably priced financial services of the kind that comdirect offers. The broadening of our product portfolio to cover the selective accumulation of assets, the reorganisation of many of our units and last year's ambitious cost-cutting programme are just three reasons why the comdirect share has good prospects. 7 The share We are optimally equipped when stock exchanges regain their momentum. As Europe's leading online broker: with a broad customer base. With an attractive range of products. With a forward-looking organisation. With the goal of always providing the best service. First annual general meeting in Hamburg. On May 10, 2001, we invited our shareholders to the first public annual general meeting of comdirect bank AG in the Congress Centrum Hamburg (CCH), and roughly 1,000 of them joined us there. 81.7 % of the bank's capital was represented. The lively participation in the AGM underscores the extraordinary interest shown in the development of our company. Performance 2001 of comdirect share (in €) 25 20 15 10 5 0 Jan. 8 Febr. March April May June July Aug. Sept. Oct. Nov. Dec. Key figures for comdirect share: € 25.50 Highest var. price 4.1.01: € 3.95 Lowest var. price 24.9.01: € 11.79 Middle market price: € 23.50 Opening quotation: € 10.65 Closing quotation: Performance: – 54.68% Market Cap € 1,496 million closing quotation: Fluctuation margin: 146.35% Investor relations. An open communications policy is indispensable for creating transparency and offering investors clear indicators for their decisions. The constant dialogue with the financial community was especially important for us last year as well. Talks with analysts, private investors and the exchange of views with institutional investors are firm components of our investor relations activities. We presented comdirect bank to more than 50 European institutional investors through roadshows in Frankfurt, Copenhagen and Paris. At the European Financial Services Conference in Venice in March 2001, we made our company familiar to an international financial public. On the internet, under www.comdirect.de, we have reformulated our corporate profile and the investor relations pages in two languages. Apart from detailed information on the company, current quotations for the comdirect share, press and ad hoc releases, and also analysts' opinions can be found there. Annual and quarterly reports and also various archive functions round off the palette of information provided. 9 IN ONLINE BROKERAGE, COMDIRECT IS WELL-POSITIONED. At the same time, interest in financial services is growing right across our target groups in Germany. Last year, the emphasis switched more strongly to the accumulation of private assets and old-age provision. Thanks to the service and quality it offers, its prices and well-presented information combined with new, attractive products, comdirect has an excellent position. Products Customised product innovation. For comdirect, 2001 was a year of extensive new developments and product modifications. The main reason for this was the growing preference of our customers for products geared to asset accumulation. But comdirect also offers a series of attractive innovations for customers with a stronger trading orientation. These include the possibility of trading foreign shares online as easily, as quickly and as reasonably as German equities via XETRA Stars. And the options & futures trading centre for Eurex trading, above all, though, the advantages of LiveTrading, our attractive scheme for off-the-floor trading. Integrated investment banking and product management. Most of what comdirect offers are financial products that we either develop ourselves or acquire from cooperation partners, which are then modified and marketed by our product management for certain target Fulfilling the wishes of our customers through specially tailored products – this is the task which we must successfully tackle. groups. These include the IPOs we have managed ourselves, which we select to reflect the special requirements of our clients. Here we rely upon our own strong placing power in retail business: with over 649,000 customers, we offer issuers an effective platform. Official selling agent status. For transactions for which Commerzbank AG acts as lead manager, comdirect is the official selling agent. Once the markets pick up again, we expect, for example, even better access to IPOs and consequently an even more diverse portfolio of offerings for our customers. What is more, in this way comdirect is securing for itself an independent position within syndicates and is strengthening its own earnings power. A further innovation is our readiness to work together with external partners that complement Commerzbank AG. 11 Products Fund-based savings a growth segment. The introduction of funds savings plans last year aroused particular interest on the part of our customers. These sophisticated products involving regular saving as a form of old-age provision proved very popular in 2001. By including new investment fund companies last year, we systematically broadened our range of funds. By end-2001, comdirect customers could choose between more than 3,500 funds from 70 capital investment companies. In the case of 2,700 or so funds, the issue premium has been reduced for comdirect customers; the discount amounts to as much as 100%. comdirect launches its own funds. For short-term investments, we introduced the “comdirect EURO Money Market ADIG” fund last August. This vehicle, developed jointly with ADIG-Investment, offers an alternative to fixed-term deposits or overnight money. Since last 12 October, five comdirect fund-of-funds have rounded off our portfolio. The funds-of-funds, launched by ADIG-Investment specially for comdirect, present five different opportunity/risk profiles and therefore offer a target-oriented form of investment. An additional advantage for our customers is that, like the units acquired through fund-based savings schemes, comdirect's own fund products do not incur any custody charges. Strategy planner makes fund selection easier. In order to provide active support for comdirect customers selecting their fund by internet, we have developed an interactive strategy planner. This works out the individual investor profile, providing the information required for individual investment decisions. The focus is shifting increasingly to the selective accumulation of assets. Through our packages for making provision for old age, we offer our customers solutions for their personal needs – with and without state support. Private old-age provision with strong partner. More and more people are recognising the need for private old-age provision. Together with Germany's leading direct insurer, Cosmos LebensversicherungsAG, we have developed fund-based pension insurances exclusively for our customers. First, “comdirect wachstumsrente plus” – a fund-based pension insurance incorporating state support (the so-called Riester pension). And second, “comdirect wachstumsrente” – similarly a fundbased pension insurance plan, but offering the option of having the capital paid out tax-free after twelve years, and also including a dynamic component, if so desired. The different variants present comdirect customers with an attractive form of private old-age provision. Wider range for trading-oriented customers. Last year, we extended our range of products in off-the-floor trading, LiveTrading. We currently offer our customers 18 issuers for equities, warrants and certifi- cates in this segment, the largest number of trading partners assembled by German online brokers. In the current year as well, comdirect's LiveTrading will be systematically expanded. Co-operating with Deutsche Börse AG, comdirect was a preferred partner of Xetra Star from its launch onwards. Our customers are able, therefore, to trade foreign equities in the Xetra Star programme as easily, as quickly and as reasonably as German equities – even from a single share upwards. O&F centre for Eurex trading. Since last November, we have made it possible for our customers to trade in selected derivatives on the Eurex – initially with long and covered short options on equities and indices. In 2002, comdirect is to add uncovered options for Eurex trading. Our new options & futures trading centre offers comdirect customers the highest professional standards, including all-round service for Eurex trading. 13 ON AVERAGE, WOMEN ACHIEVE BETTER GAINS THAN MEN ON THE STOCK MARKET. Reflecting the wishes and information needs of our customers, we made further decisive improvements to the quality of our service last year. All of comdirect's customers have access to the same high-quality latest news items and background information as well as to the various possibilities for direct trading in securities on German and international stock exchanges. Surveys have shown, however, that women are apparently more successful in using the tools provided. Marketing and communication Closer contact with customers. In order to provide stronger support for all customers, no matter whether they are trading-oriented or more interested in building up their assets, we refocused our organisational structure last year. One important feature was the coordination of product management and service, internet website and communication, geared to specific customer groups. In line with the investor profile of our customers and their individual wishes, we can develop specially designed products and actively market them. We are now also in a position to adopt a more targeted approach visitors to our website whom we should like to acquire as comdirect customers. Germany's leading financial portal. In a comparison of more than 1,400 brokers in nine European countries, comdirect claimed an unchallenged first place last year. It was considered to offer the best tools, first-class service and reasonable terms and conditions; in a In 2001, we prepared the ground for even more searching marketing activities. As a result, we can have more direct and consequently more personal contact with our customers than in the past. study by NFO Infratest, our internet site was the most attractive in the financial services area. As far as financial information on the internet is concerned, www.comdirect.de, with page impressions running into a three-digit million figure per month, retains its uncontested first place. Last year, we managed to secure and strengthen our leading position as Germany's foremost financial portal. Co-operation in web marketing. Last year, we made use of our expertise and the affinity of our customers with the internet to gain new customers in co-operation with WEB.DE AG. www.web.de is one of Germany's leading internet communication portals; with 7.8 million users, it already reaches practically one in three of Germany's internet users. comdirect's “Fonds-Sommer”. Another successful marketing cam15 Marketing and communication paign was comdirect's “Fonds-Sommer”. From June to August, new customers were able to invest in six selected funds without having to pay any offering premium. Above all, investors with a long-term orientation were convinced by this especially reasonable introduction of the quality of our services. Parallel to that, a sales campaign was organised at German airports. “Fest & fonds”. The limited-period “fest & fonds” campaign provided comdirect customers with an intelligent way of combining the advantages of high-interest fixed-term deposits with those an investment in a fund. The minimum investment was € 5,000. Half of the amount was invested for six months at a fixed interest rate of 6 %, while the other half flowed into selected funds. A choice was possible between six different funds with reduced offering premiums, including equity-based, bond-based and sectoral funds. 16 “Ein Herz für Trader”. In order to attract traders seeking a new broker to comdirect, we introduced our campaign “Ein Herz für Trader” last autumn. This campaign, involving special rates for custody accounts and transaction charges, provided many people with an incentive to come to comdirect. “Lucky Stocks” custody account. The “Lucky Stocks” custody account proved to be a successful campaign to gain new customers. In order to enable those interested to participate in Neuer Markt activities even in difficult times, new customers received one share each of ten companies listed in this segment. Electronic PostBox cuts costs. So that we can make financial reports and securities contract notes available even more quickly, we have developed the “comdirect PostBox”. Within the secure online area, The best tools, first-class service and reasonable terms and conditions: in a Europe-wide survey conducted by the independent research company Blue Sky in 2001, comdirect was given an unchallenged first place among the 1,400 companies covered. comdirect customers can have internet access right around the clock to – and electronically process – the information they seek, such as securities contract notes or the latest financial report. At the same time, we also use the PostBox as a new, reasonably-priced sales instrument – with offers geared to the needs of individual clients. What is more, the PostBox enables us to cut our postal charges dramatically. gories of navigation, availability, information content, personalised pages and operating systems. Our specialists are constantly improving what we offer via our internet website. For example, research was added to the financial tools and the information which we provide; the information service on funds, Fonds-Informer, was implemented; and the Broker-Academy was launched. www.comdirect.de – the number 1 financial site. Traditionally and by a broad margin, comdirect is the leading German financial site on the internet: comdirect registered up to 84 million page visits per month in 2001 and page impressions in the three-digit millions – a volume of traffic and user figures otherwise unknown in the area of online financial information, which proved stable despite the weakness of the markets. Several times over, the site gained first place or registered the best values in independent comparisons for the cate- BrokerPoker: Germany's most popular bourse game. Last November, we started the fourth round of the comdirect bourse game, BrokerPoker. Together with our partners N24, T-Online, stern.de and Börse Online, we want to introduce existing BrokerPoker customers, new customers and anyone else who is interested to the internet and to make them familiar with the stock market. Our success speaks for itself: thanks to its realistic simulation of securities transactions, BrokerPoker has become Germany's leading bourse game. 17 WE ARE ECONOMISING – BUT NOT ON SERVICE. The cost-cutting offensive was the predominant topic in the service division as well. Despite the introduction of short-time working due to the decline in orders from customers, the generally acknowledged high quality of our customer service was guaranteed at all times. The refocusing of our service on the requirements of a successful CRM was another challenge last year, and by rising to it, we have equipped ourselves to deal with the future. Service Change of trend in customers' demands. The advances of information technology make it possible for private investors to have immediate access to extensive price information on equities, warrants and funds. With the spread of the PC – in 1993 there were 12 personal computers per head in Germany compared with 39 today – and the surge in the number of internet users in the country – from 4.4 million in 1997 to 27.8 million by end-2001 – the number of people grew who employ this medium to invest independently of advisers at bank branches. In mid-1999, half of our customers used the telephone to conduct their transactions – securities orders or money transfers – through our call centres; the other half opted for the internet. By end-2001, roughly 95 % of orders reached us via the online media we offer and only around 5 % by telephone. This trend is also reflected in the talks we In order to offer our customers service that is tailored even more to their individual needs, we have started to adapt our service division to the overall structures of our clientele. have with customers. Whereas the focus was purely on the transaction in 1999, a marked shift towards areas requiring more intensive consultation was registered last year. Examples of this are special questions relating to the settlement of securities or the request for information on asset accumulation and provision for old age. We have responded in the form of various measures. Service quality more focused. This holds true for our Quickborn and Kiel outlets and also for our call centres and for the back-office areas. We pass on calls from comdirect customers directly, for example, to the service team best suited for dealing with their wishes when they contact the call centre. Above all, customers who are interested in building up their assets can be looked after by comdirect more intensively as a result. But traders also benefit from our new service – in the form of even more professional trading-oriented support. 19 Service Active service centre. Thinking on our customers' behalf – this serves as a motto for the advanced training of our staff. In future, we do not only want to deal with the wishes of our customers but also actively offer them new solutions. By telephone, our account managers will draw attention to new products or special campaigns that might be of special interest for such customers. Seminars with Handelsblatt. As an extra service for comdirect customers and prospective investors, we held a series of seminars last year with the Handelsblatt publishing group. The seminars were designed for beginners as well as for more advanced investors and experts in equal measure. The topics included investment funds, warrants trading, but also investment strategies for personal portfolios. The seminars, which we held in various German cities, were publicised by advertisements in Handelsblatt and attracted interested participants. 20 Trade Society growing. Last year as well, we devoted special attention to the Trade Society. Its members are especially active customers for whom we have created an exclusive service area. Trade Society members have a far higher turnover of securities and feel a particularly strong commitment to comdirect. By means of a special programme, we honour the loyalty of these customers in the form of numerous extra benefits. How our customers get in touch with us: by internet by telephone: by IVR: by fax : Special team for options & futures. Options & futures trading is an entirely new comdirect product area. It enables our customers to trade on Eurex, the world's largest derivatives exchange. For this purpose, a special team was formed, as comdirect currently handles business on this futures exchange solely by telephone. 90% 5% 4.5% 0.5% explanation – a good example being the so-called “Riester pension“ – call for great background knowledge on the part of our employees. Extensive courses. Our restructuring measures involve extensive courses and staff training schemes for the service division. Due to their direct contact with customers, comdirect's support teams are in the front line, making our customer service as transparent and individual as possible. The introduction of such new products as fund-based savings plans, the “comdirect wachstumsrente” and the “comdirect wachstumsrente plus” created fresh challenges for the support teams. They had to acquire considerable product know-how, which is needed in dealings with customers. Above all, products requiring more 21 ALMOST 20% OF SURFERS IN GERMANY USE THE COMDIRECT WEBSITE. This success is not solely attributable to the financial information available at www.comdirect.de, which has often received awards. Rapid, easy access through the various consumer terminals – from local PCs to mobile organisers and personal digital assistants (PDAs), pocket PCs (PPCs) and mobile telephones of the next generations – is decisive. For this purpose, we created a new technical platform last year, with the aid of which future new systems can be integrated without any problems into our IT structure. Technology, IT and innovations Software development costs reduced. Whereas it was previously necessary to reprogram the entire processing and storage software completely for every new terminal system, it is now sufficient to adjust the presentation software. The newly developed multi-tier architecture ensures a distinct reduction in our software development costs. It also generates entirely new synergies and possibilities for extending our financial processing and data storage. For new products and services – using the internet, for example, or a personal digital assistant (PDA) – only a single data level has to be altered; special interfaces ensure the smooth transfer of data. At the same time, thanks to the multitier architecture, we can make new applications available far more quickly to our customers. We seek to fulfil our customers' wishes as well as possible; our IT division provides us with all the necessary information. IT solution for the B2B area. To enable external providers of financial services to maintain several comdirect custody accounts for their clients, we are developing a new software solution. It will then be possible to buy or sell securities for an entire group of clients on a neartime basis, for example – classified according to a previously set percentage rate for each individual client. Without a solution of this kind, every single order would have to be placed separately for each client, which would take longer and could entail price fluctuations. The first talks with asset managers indicate that there is great interest in this new product. 23 Technology, IT and innovations Basis created for financial planning. With our strategy planner for personal asset accumulation, our IT division took the first step towards broadly-based financial planning by electronic means. We will systematically expand this area with the goal of providing other groups of customers as well with new planning tools. Virtual PostBox successfully implemented. The introduction of the electronic PostBox, giving comdirect customers the opportunity to receive the latest financial reports and contract notes via internet, was another major focal point in our IT activities last year. For this innovation, we worked upon and introduced numerous technical changes, thus ensuring smooth and rapid processing of the data. The reasonably-priced PostBox is now used by more than half of our customers as a welcome alternative to normal letter post. 24 TIVOLI boosts security. Last year, we introduced a new central management and monitoring software, known as TIVOLI, for our IT systems. It makes possible round-the-clock monitoring of all systems without the need for an operator on the spot. In the case of irregularities, an automatic alarm is immediately sent to the standby service. TIVOLI also ensures the optimal use of capacity and the availability of systems. In addition, the introduction of TIVOLI has led to perceptibly lower costs. Data warehouse opens new doors to customers. Our new data warehouse, launched in 2001, will play a key role in the future activities surrounding our customer relationship management (CRM). In the form of Extraction Transaction Language (ETL), we are employing a method here which transfers data extremely quickly to the data warehouse. This guarantees that the data are really up to date, which is For comdirect's IT division as well, preparation for the euro was a major issue. No less than roughly 610,000 securities accounts plus sub-accounts had to be converted as of December 31, 2001. essential for targeted CRM measures. The underlying principle is that customers' reactions are fed directly via our electronic campaign management system into the data warehouse, where they are linked up with the latest operative data. This knowledge base enables us to combine new products and distribution campaigns with our customers' wishes and needs in an intelligent manner and to avoid the wastage that characterises traditional advertising campaigns. Cost management through IT controlling. In the IT area as well, we pursued systematic cost management last year. Among other things, this included scaling back maintenance agreements, wherever it made sense to do so, and the conclusion of stand-by agreements. They ensure that we will have all the necessary resources readily available should we need them and can keep a firm control over our costs. Dual provider system optimises data transfer costs. What is the cheapest way of getting data into the internet? The answer to this question is provided by our new traffic management. It determines which of our two providers is the most economically sensible at a given time – depending on its current free capacity, the speed of response and the currently valid rate. 25 WE STAND BY OUR EMPLOYEES, JUST AS THEY STAND BY US. This year, we have quite a special reason for thanking our employees. The generally difficult conditions confronted us with special challenges. We are all the more delighted that, with the cooperation of our staff council, we could adopt innovative personnel measures, such as the introduction of short-time working, producing a consolidation strategy which finds the support of all those involved. Employees The cost-cutting offensive – a great challenge. After the previous year's necessary recruitment phase, consolidation was clearly the keyword in 2001. Falling securities turnover and the generally weak situation on stock markets also had an impact on human resources.With the agreement of all our staff, we managed to create a working-time model which can be adjusted to the current market situation. This applies to the service area in particular, which was hardest hit by the decline in work to be done. The socially acceptable reduction of our staff capacities was a challenge that was recognised and accepted by our entire workforce. Starting in the autumn of 2000, we recruited specialists only on a selective basis. Thanks to this recruitment policy, combined with the natural turnover of staff and our alliance to secure jobs, our workforce shrank throughout the Group by 245 to 1,291 last year. Creativity, loyalty, integrity, as well as business thinking and business actions on the part of our employees were the decisive factors in our internal consolidation process. Alliance to secure jobs. With the voluntary participation of our staff, we first concluded with our staff council an alliance to secure jobs. The aim of this alliance was to cut our capacities for a limited period. More than 200 employees took the opportunity to reduce their weekly working hours, take holiday or opt to be available on a call basis. Through a second step, the compulsory introduction of short-time working for the majority of staff last October, comdirect assumed a pioneering role in the banking sector. This procedure enabled us to avoid direct dismissals and also to retain the valuable expertise of our employees. In addition, short-time working makes it possible to adapt staff capacity quickly and flexibly to the development of business. At end-2001, we were fortunately able to reverse this measure in some areas. 27 Employees New organisation model for back office. Through the introduction of so-called partly autonomous working groups, a novel organisation model, we have managed to improve back-office productivity considerably. Together with the staff council, we worked out feedback variables for this purpose, making comparison possible for every individual group with other teams. This ensures the transfer of know-how and allows us to optimise working procedures at a more rapid pace. Our employees are all pulling in the same direction. Last year as well, our staff was very much involved in both the topic of cost-cutting and the overall future development of our company. All areas played an active role in our consolidation process, revealing new future perspectives in their respective areas of activity. Parallel workshops on cost awareness and cost management focused attention on potential savings and the efficient use of available resources. 28 Equipped for the future. Our employees are highly motivated. They know that, even in difficult times, their company stands by them and that this will be the case in the future as well. We address a special word of thanks, therefore, to all our employees. Through their loyalty, their commitment and their innovative spirit, they have helped comdirect successfully weather a difficult period. Our bank restructured itself in 2001; as a result, we are optimally equipped to tackle future challenges. Number of employees 1,291 1,536 Germany Abroad 149 1996 761 16 1,387 1,117 394 248 586 174 745 1997 1998 1999 2000 2001 29 GROUP MANAGEMENT REPORT 2001 Securities business in the 2001 financial year reflected the continuing uncertainty in the capital markets and the economic downturn in key European industrial nations that began in the autumn of 2000. After the moderate start into the year, a change of economic trend by mid-year was still thought likely; however, contrary to expectations, there has been no improvement. Despite these adverse conditions, comdirect bank AG registered acceptable business performance. Since the investment pattern of our customers follows general trends, we faced the challenge of adapting our internal structures quickly and effectively to the changed environment. Expanding our customer base to roughly 617,000 at comdirect bank AG and to roughly 649,000 within the comdirect bank Group, we maintained the previous year's growth on a moderate scale and successfully defended our leading market position as the largest online broker in Germany and Europe. Group Management Report 2001 The comdirect bank Group succeeded in containing expenses through voluntary reductions in individual employees' working hours, shorttime working, a recruitment freeze, and significant reductions in both administrative expenses and investments in all areas. This did not entail a loss of quality or service. Along with reduced marketing expenses, the Group's administrative costs were held to an increase of merely 1.5 % on the previous year. As part of its international expansion strategy, comdirect bank entered the Italian market last year. Yet price wars in both France and Italy led to unacceptable price levels in both countries, removing all hopes of improvement. Given the continuing weakness of the international equity markets, we had to concede that new customer business in these two countries fell considerably short of our expectations and that we would not be able to gain the economically necessary number of customers within a reasonable time. In the interest of shareholder value, we decided to dispose of our subsidiaries in these two countries because none of the other options promised sufficient success. In the United Kingdom, on the other hand, we succeeded in attaining the expected level of growth in the second half of last year. We have thus decided to continue to expand our British subsidiary. We exceeded our targets, gaining over 14,500 new customers in net terms during the period under review. 31 MARKET DEVELOPMENT The 2001 financial year was characterised by the sharp downturn in the stock markets, and the especially strong fall-off last September, and the markets' subsequent partial recovery. The difficulties facing both the economy and the job market went hand in hand with an extremely weak year on stock exchanges worldwide. Economic indicators did not stabilise in the year under review. The US Federal Reserve tried to counter the looming economic downturn through dramatic interest-rate cuts. The European Central Bank, on the other hand, initially adopted a wait-and-see attitude, fearing that the risk of inflation was very high. Numerous companies published profit warnings in 2001 and most leading economists and chief strategists issued largely negative forecasts for the capital markets; even the finance and economics ministries of a number of European countries had to dampen their hopes for an economic recovery. The significant downturn in stock prices across the board and on many international stock markets caused securities business to decline dramatically in Europe and also Germany, and this could not be offset by the partial upturn that began in October. pared to the previous year. Consequently, all established online brokers had to contend with a decline in orders and the concurrent reduction in brokerage commissions. At 6.3 million orders, compared to 10.2 million orders the previous year, a decrease of about 38 %, the number of orders executed by comdirect bank AG fell more than the overall market. The share of comdirect bank AG in the total number of orders executed on German stock exchanges thus declined from about 3.7% percent in 2000 to 3.0% in 2001. It would not make any sense to compare the numbers of orders in relation to the total market for our European subsidiaries because they were launched only recently. comdirect bank AG posted strong gains in the number of both new customers and orders in the past, given the bull market that prevailed since 1998. Most investors reacted to the disappointing development of the stock markets in the 2001 financial year by adopting a waitand-see attitude. Our recently established European subsidiaries depend on strong growth with regard to both new customers and orders in order to Group Management Report 2001 The Dow Jones Index, the leading international stock market index, lost about seven percent in the course of 2001, while other stock market indices lost even more ground. The German Dax, for instance, started the year 2001 at about 6,500 points and closed at year's end slightly above 5,150 points, a loss of about 20 %. Many indices hit record lows for the year following the terrorist attack in New York on 11 September 2001. The index that is most significant to the business of comdirect bank, the German Nemax All Share, lost about 60 % in the course of the reporting period. The indices of other European stock markets – the FTSE 100 in the United Kingdom, the CAC 40 in France, and the MIB 30 in Italy – were also characterised by negative growth. Over 207 million orders were transacted on German stock exchanges in 2001, a decrease of about 68 million orders or about 25 % com- Number of orders on German Stock exchanges (in Mio. units) 25 Total orders 2001: 207.213.152 units 20 15 5 0 Jan. 32 Feb. Mar. April May June July Aug. Sept. Oct. Nov. Dec. Source: Deutsche Börse AG 10 attain an economically feasible size; the downturn on the stock markets thus had a particularly negative impact on these companies. The gain of about 27,000 new customers in the first quarter of 2001 was not followed by concomitant increases in subsequent quarters. At the end of the 2001 financial year, comdirect bank AG had about 617,000 customers overall, an increase of about 7 % compared with the previous year. The comdirect bank Group had about 649,000 customers, an increase of about 12%. The IPO market in Germany collapsed in 2001; a mere 22 companies went public on the Frankfurt am Main stock exchange, compared with 136 IPOs in 2000. Experts had forecast at the beginning of 2001 that there would be about 100 IPOs in the course of the year. The issuing volume in 2001 was about € 2.5 billion, compared to € 25.6 billion in 2000, a decrease of 90%. comdirect bank group nonetheless retained its ability to offer its customers interesting new stock issues despite this difficult market environment. Europe Basically all competitors in Europe's online brokerage markets are subject to the same pressures. They are reviewing possible mergers and acquisitions, consolidating their operations and retreating to their domestic markets, or integrating the online brokerage services into their parent companies. It is our view that a company should select that strategy that seems to hold the greatest future promise, taking into account the company's relative market position and the resources available to it. The comdirect bank group thus reacted accordingly to the situation on the European capital markets. approach toward potential new customers. We are convinced that we will be able to attain a critical mass on this basis in a short time period and thus that we will become profitable. In future, we will also pursue opportunities for cooperation. To this end, we began to cooperate with Torquil Clark Plc, an independent financial consulting firm, in the first quarter of 2002. Development of IPOs in Germany Issuing volume (€ billion) IPOs 159 25.6 136 75 22 2.8 1997 3.4 1998 2.5 1999 2000 2001 Source: Dealogic; F.A.Z. 10.4 29 We did not make as much progress in the previous year with regard to the development of the major European markets as we had planned. We found out that our French and Italian subsidiaries would require up to seven years to break even, given the continued weak development of the markets. Both markets are currently undergoing a consolidation phase. We also had to recognise that establishing a new brokerage brand in the European markets would require enormous financial resources, given the changed market conditions. Competitive pressures are high and the extreme slump on the stock markets also makes it difficult to gain new customers. Attractive products, favourable terms, a good brand name, and websites that garner much attention are insufficient to acquire feasible numbers of new customers. We shall withdraw from the markets in which we do not hold a significant position or in which we cannot generate sufficient organic growth. The consolidation of the European banking sector did not occur as would have been necessary - neither among banks with online brokerage services nor among banks with a network of brick-and-mortar branches. Legal systems, market conditions, and customer expectations, as well as the resulting IT systems, still remain too divergent in Europe to achieve such a goal. We launched our British subsidiary in the highly competitive UK market in early June 2000. Although we gained 803 customers at the start of 2001 and had about 1,500 customers by the end of the first quarter and more than 3,650 customers by the middle of the year, a considerable rate of growth, all of it fell short of our ambitious goals. We finally surpassed our objectives by the end of 2001, with 7,404 new customers net in the fourth quarter and 15,361 customers overall, plus 1,643 new accounts that had not been fully established. This growth was fuelled by the comprehensive expansion of our services and product portfolio, changes in our pricing policies, and a more focused In contrast to conditions in the UK, the situation in France made it impossible for us to expand our business as planned in spite of major marketing efforts and the considerable incentives that we offered our customers. With about 14,400 customers at the end of the first quarter of 2001 and about 15,400 customers by the end of the year, the gains made in this regard were insufficient. Nor did a variety of efforts related to acquisitions or cooperation agreements with partners achieve the desired results. We thus felt compelled to sell comdirect S.A. We believed that Italy would be one of the major European growth markets. We launched our operations in that country in May 2001. Despite a positive press, a much-praised and intensely used website, as well as a large number of interested parties, we did not succeed in countering the effect of the weakened markets on our business. The increasingly competitive environment and a completely insufficient price level, together with disappointing market performance, made it impossible for us to tap the existing potential for new customers or to follow our growth path at reasonable cost. The fact that our Italian subsidiary only had 660 customers at the end of the 2001 financial year forced our hand. Given that a number of efforts aimed at acquisitions or cooperation agreements with partners failed, we had no choice but to close the subsidiary. Acceptance of securities and customer potential Securities have generally regained their level of acceptance in Germany, in spite of the difficult year on the stock market. The number of investors who bought securities rose domestically from 17 million in October 2001 to 18 million, an increase of about 6%. About 10% of these securities owners, i.e. 1.8 million investors, conduct their transactions online. In the previous year, this was true for only 1.6 million people, which means that the online brokerage segment gained about 200,000 new customers in Germany alone. Given that comdirect bank AG has about 584,000 brokerage customers, about one third of all online brokerage customers in Germany maintain deposit and custody accounts with us, which allows us to retain our leading market position. The increase in regular use of the Internet has also increased the number of people that might execute securities transactions online. A number of studies forecast three to seven million new online customers in Germany in the years to come. The fact that these investors have not yet opted for online brokerages is also rooted in the uncertain and unfavourable conditions that prevail on the world's stock markets. Once the situation on the stock markets has stabilised and 33 MARKET DEVELOPMENT price-performance ratio while at the same time achieving reasonable profit margins. The offer to be able to trade for a reasonable flat fee also via telephone met with resounding success. Currently, we are in eighth place with regard to the number of both customers and orders in the British online brokerage market. We firmly believe that we will attain the break-even point in just a few years and that we will be able to catch up with the market leaders in the not too distant future. The UK market is also consolidating even though no major changes occurred in 2001. 12,853 Shareholders and owners of funds in Germany (thousand) 11,828 shares only shares and funds funds only 5,601 6,789 8,231 3,087 3,463 2,748 2,607 3,487 3,604 1,518 3,293 5,617 7,159 911 2,274 1997 1998 3,226 1999 2000 2001 Source: DAI 627 1,681 begun to show positive developments, which we expect to happen in the second half of the 2002 financial year, we expect growth in the new customer segment to gather speed once more. Product innovation and trends We supported the continued growth in Germany by launching a number of promotional campaigns. All of our new products aimed at creating wealth such as comdirect wachstumsrente and comdirect wachstumsrente plus, Sparmax, the savings-plan fund and the funds of funds, the fund summer campaign, and fest & fonds were successful, as was as the expansion of our existing funds. In addition, the comdirect EURO Money Market ADIG fund, which we launched Group Management Report 2001 Though both France and Italy offer considerable potential in terms of new customers, these markets are not as broadly developed as the German market. It is difficult to foresee, from the current vantage point, when such a level of development might be achieved. High losses in the start-up phase force us to make strategic decisions. We are unwilling to bear the costs of developing a market over a long time period in markets that have not yet achieved the requisite maturity. Germany remains the most important and by far the most developed online brokerage market. The number of our existing German direct brokerage customers is greater than each of the French, Italian, and British online brokerage markets overall. We expect our target group to grow in the UK, given the high level of acceptance of securities among the public in Britain. (Source: Infratest-Online Brokeridge Monitor Germany 2001, 11/2001) Increased competitive pressures among online brokers In the 2001 financial year, several new providers of online brokerage services entered the German market, while others abandoned their operations, and yet others restructured their services or integrated them into those of their parent companies. The weak markets have accelerated the consolidation process, squeezing smaller and independent providers out of the market. Though competition for existing customers was especially intense, given the slump in growth rates compared with previous years, there were no significant changes in market share. Competition is not limited to Germany but instead marks all European markets. As the market leader in Germany, we are closely following this shake out from a position of strength and are taking advantage of any opportunities that arise. Our cost structures in the UK offer greater advantages than those of our established competitors, allowing us to offer a very attractive 34 together with ADIG, offers all investors an excellent alternative to fixed-term and overnight accounts. We were able to offer improved LiveTrading to customers interested in trading securities online, as well as the possibility of trading select Eurex derivatives and leading XETRA securities, all of which represented interesting portfolio innovations. We also provided some impetus to the online options trade by enabling customers to trade certain types of options free of charge for a limited time. The dynamics of innovation, however, are not as strong in the United Kingdom as they are in Germany. For example, we have set standards by introducing limit and stop loss functions in this segment of retail broking. We also strengthened our image as a strong international provider of direct brokerage services by introducing the possibility of trading international securities via an account denominated in pounds. Investment banking In order to fortify our leading position, we announced in November 2000 that we would establish our own investment banking unit. As Europe's largest online broker, we aim to become a strong selling group member and later an underwriter in the IPO market. To this end, we concluded a cooperation agreement with Wolfgang Steubing AG, a securities bank headquartered in Frankfurt/Main, Germany, in September 2001. Our group-wide network of about 649,000 customers gives us a strong position in the private banking segment. Plans are to have the comdirect bank group sell new issues in connection with IPOs that are lead-managed by us in the retail sector, while our cooperation partner will be responsible for selling the issues to institutional investors and for carrying out the research. We will continue to expand the selling of German IPO issues in the United Kingdom and the distribution of British issues in Germany via comdirect ltd. Website comdirect bank AG has been marketing its own website since the end of 2000 by selling advertising banner space. As a leading financial site on the Internet, we are happy to say that this offer has triggered brisk demand. We achieved good results in this segment in the 2001 financial year, with 608 million visits (previous year: 627 million) and about two billion page impressions (previous year: about 2.5 billion). We are in the process of developing potentially lucrative new markets by selling real estate financing with our partner eXtrahyp GmbH as well as shares in closed funds with our partner eFonds24.de GmbH, and by marketing our website. requests. This especially included, among our European subsidiaries, the introduction of an IVR system in France, the development of a new front-end office in the UK, and the provision of both hardware and software in Italy as well as investments in the facilities leased by us. We rapidly and consistently prepared the ground for the final conversion of all accounts and applications to the euro and completed the process by year's end without a problem, with the exception of the United Kingdom where the euro was not introduced. All of these measures were accompanied by ongoing background improvements related to our IT infrastructure, many of which have already been implemented. Personnel At the end of the 2001 financial year, comdirect bank AG had a total of 1,117 employees, compared to 1,387 employees at the end of the 2000 financial year, which corresponds to a reduction of about 19% or 270 employees, which was achieved through socially acceptable In the UK, our website www.comdirect.co.uk registered about 14.6 million page impressions and 4.5 million visits. measures. The comdirect bank group had 1,291 employees, a reduction of about 16%. Investments Investments in property, plant and equipment comdirect bank group invested heavily in the expansion of its product portfolio and scope of services. On the domestic front, this includes offering neartime settlement of trades transacted in the United States, integrating the execution with customer accounts, offering a secure display of electronic securities trades and statements, integrating information and transaction capabilities, launching futures trading, and concluding fund savings accounts at advantageous terms. In addition, we continued to develop and round out a host of details related to our already existing Internet applications in response to customer We had to adjust personnel capacities domestically in the light of the decline in customer orders. We succeeded in arriving at an agreement with the staff council regarding a flexible model for working hours that allows us to adjust personnel capacities to given market conditions. Our employees declared their willingness to voluntarily reduce the number of their working hours. Further, the introduction of shorttime working, a pioneering first in the banking sector, allowed us to retain important know-how on the part of our employees and at the same time to respond to economic constraints. Our workforce was also reduced by way of a recruitment freeze and the use of normal staff turnover. The agreement that we concluded with our employees with a view to securing jobs demonstrates the good working climate that prevails at comdirect. Reductions in bonus payments and a number of contributions on the part of our employees allowed us to keep a lid on the increase in personnel costs. Back-office efficiency rose considerably after we had instituted so-called partially autonomous working groups, an innovative organisational model. All departments of comdirect bank AG actively pursued a cost-cutting strategy, seeking ways to cut costs and to use the company's resources efficiently. Visits & Page Impressions at comdirect 2001 (thousand) Jan. Febr. Mar. April May June July Aug. Sept. Oct. Nov. Dec. Source: IS (Teledata) 36,679 135,025 179,506 50,370 155,179 83,929 51,024 126,819 141,659 42,386 46,846 45,431 151,059 156,600 184,957 60,118 53,513 174,547 199,704 Visits 54,191 48,181 61,978 180,336 239,266 Page Impressions Taking into account short-time working and voluntary reductions in working hours, at the end of the 2001 financial year comdirect bank AG had 937 employees (previous year: 1,139), if all part-time positions are converted into full-time positions. Short-time working enabled us to eliminate 52.5 full-time positions in Germany, and the voluntary reduction in working hours led to the elimination of 20 fulltime positions. 35 MARKET DEVELOPMENT Orders executed and direct brokerage accounts per employee (full-time basis) Group 6,000 700 351 389 5,000 4,000 477 523 7,000 5,085 5,604 6,721 7,371 AG 600 500 400 3,000 300 2,000 200 1,000 100 Order 2000 Direct brokerage accounts 2001 2000 2001 At the end of 2001, comdirect ltd had 54 employees (eight more than in 2000), comdirect S.A. had 58 employees (five less than in 2000), and comdirect bank S.p.A. had 62 employees (22 more than in 2000). Group Management Report 2001 Our foreign subsidiaries hired new employees primarily in the first half of the year under review. The success of comdirect would not have been possible without the great commitment of our employees. The Board of Managing Directors of comdirect bank AG would like to thank all of its employees for their performance in the past year. Special thanks are due to the works council, a reliable partner open to new possibilities. Shareholder structure Our shareholder structure remained stable in the 2001 financial year. We have retained our importance for Commerzbank AG, with 58.65% the majority shareholder of comdirect bank AG, as a subsidiary with a Shareholder structure comdirect bank AG Commerzbank AG T-Online International AG Free Float 21.35% 58.65 % 20.00% 36 strategic role to play within Commerzbank's private banking unit, a core business. T-Online International AG continues to hold 21.35% of comdirect bank AG. The envisioned conversion of all indices of Deutsche Börse AG as of July 2002 will also result in a free-float weighting of the Nemax 50. Changing the weighting of the Nemax 50 will give those companies lesser weight in the index as a whole whose free-float share is below average. There is no need for increasing our free-float share of 20% because of the conversion of the indices. In our attempt to sell comdirect S.A., we acquired all shares in the company held by outside parties by January 2002, making it a whollyowned subsidiary of comdirect bank AG. DEVELOPMENT OF BUSINESS 615 649 539 577 114 165 226 277 109 61 1999 2000 2001 comdirect bank group, securities turnover fell from € 36.6 billion in 2000 to € 20.0 billion in 2001. At € 6,553 million, the portfolio volume as of 31 December 2001 in comdirect bank AG was about 19 % below the previous year's level (€ 8,092 million). Of this amount, € 1,089 million were contributed by funds, compared to € 1,126 million in the previous year. The deposit volume of all customers at year's end was € 2,245 million (previous year: € 2,042 million). Total deposits and custody accounts in the amount of € 8,798 million thus fell by 13%. These figures show that deposits and custody accounts declined at a lower rate than the number of securities orders, which means that customers were reluctant to make new investments and adopted a wait-and-see attitude. We expect the opposite to occur once the trend is reversed at the capital markets. In the comdirect bank group, the portfolio volume as of 31 December 2001 was € 6,699 million, i.e. a decline of about 17 % over the previous year's figure of € 8.111 million. Funds accounted for € 1,093 Volume of total assets under custody as at 31.12. (in € billion) Deposit volume Funds volume 2.1 2.6 1.5 1.0 0.9 0.6 1996 2.3 2.2 7.0 1.5 6.3 5.7 3.0 1.6 1997 9.1 Portfolio volume At comdirect ltd., in the 2001 financial year 86% of orders executed were transmitted via the Internet and 14% via the telephone. The reduction in the number of orders and the stock exchange indices are mirrored in lower securities turnover. At comdirect bank AG, this segment declined from € 36.0 billion in the previous year by € 17.2 billion or about 48 % to € 18.8 billion in the financial year 2001. In the 1998 10.2 The Internet is becoming an increasingly important access channel for securities trades. For the year 2001 as a whole, 93 % of all orders placed with comdirect bank AG were conducted online, compared to 89% the previous year. The attendant degree of automation makes it possible to offer high trading speeds at low unit costs. The improved functions offered to our customers enable them to track the status of their order(s) at any time, as well as to ascertain the price and time of order execution in a matter of seconds. 1997 8.9 In the comdirect bank group, the number of securities orders executed fell from 10.3 million to 6.6 million, while the number of orders placed declined from 15.3 million to about 8.7 million. The rate of order execution thus increased in the group from about 67% to about 76%. 1996 4.5 The number of orders placed with comdirect bank AG fell from 15.1 million in the previous year to 7.9 million in the 2001 financial year. The number of securities orders executed per customer fell from 26.8 in the year 2000 to 11.2 in the year 2001. Overall, in the reporting period 6.3 million orders were executed, compared to 10.2 million orders in the previous year, a decrease of about 38 %. The average gross commission charged by comdirect bank AG was € 13.0 in 2001, compared to € 18.0 in 2000. Direct brokerage customers Total customers 73 As in the previous year, the number of direct brokerage customers of comdirect bank AG rose at a faster rate than the total number of customers. At 615,211 customers, the number of customers grew by 14% because new direct brokerage customers as well as a larger number of customers opted for our brokerage product offerings in the course of the year. Overall, at the end of 2001 about 95 % of our customers utilised the securities services offered by the comdirect bank group, compared to roughly 93 % twelve months earlier. Our goal is to increase this share to 100% and to make the advantages of our direct brokerage services apparent to all of our customers. Number of customers as at 31.12. (in thousand) 31 The business of comdirect bank AG in the 2001 financial year was characterised by lower orders per customer and slower growth in the number of new customers. Growth in the net number of new customers occurred primarily in the first half of 2001 and declined to a more moderate pace in the second half of the year. The total number of customers of comdirect bank AG rose from 575,221 to 616,891 and in the comdirect bank group from 577,465 to 648,611. The increase of 71,146 new customers, an increase of 12 %, did not satisfy our expectations for the past financial year, with the exception of the UK. 0.4 1998 1999 1.1 2000 1.1 2001 37 DEVELOPMENT OF BUSINESS We neither took nor refrained from actions requiring reporting. 1996 3.8 1.2 8.1 15.8 20.1 36.6 Securities turnover in the comdirect bank group (€ billion) 1997 1998 1999 2000 2001 million, compared to € 1,127 million the previous year. The deposit volume of all customers at year's end was € 2,302 million, compared to € 2,049 million in the previous year. Total deposits and custody accounts in the amount of € 9,001 million thus fell by 11%. The funds remaining from the IPO of comdirect bank AG, as well as customer deposits, are invested in a manner averse to risk and at matching maturities. They are primarily invested in short- and medium-term bonds and notes, securities with variable interest rates, overnight money and fixed deposits, as well as prime nearmoney market securities. Financial position The liquidity of comdirect bank AG was guaranteed at all times during the year under review. There was full compliance with the minimum reserve requirements of Deutsche Bundesbank, as well as with the liquidity requirements of the German Federal Banking Supervisory Office. comdirect bank AG is a member of the German banks' deposit insurance fund (Einlagensicherungsfonds des Bundesverbands deutscher Banken), Cologne, Germany, which insures each customer's account up to a total amount of € 233 million. In addition, comdirect also participates in the German banks' compensation fund, the Entschädigungseinrichtung deutscher Banken GmbH. Group Management Report 2001 The increase in the number of customers also led to an increase in the number of demand deposit accounts, which are maintained as clearing accounts. 36,946 new accounts were opened in the course of 2001, an increase of 6%. The use of the securities loan that is offered in conjunction with the portfolio fell in the reporting period. Overall, at 63,103 securities loans as of 31 December 2001, the number of securities loans declined by 1,376 compared to the previous year. The loan amount used also fell in the course of the year by a total of 54%. In the 2001 financial year, 4,724 new customers opted to open a checking account with comdirect bank AG. As of 31 December 2001, we managed a total of 66,851 checking accounts, compared to 62,127 the previous year. Assets There were no changes with regard to the assets of the comdirect bank group. All assets and liabilities were valued pursuant to IAS and their interpretation through the Standard Interpretation Committee (SIC). Financial instruments were valued at market rates in accordance with IAS 39. The financial instruments also contain all business with derivatives. Adequate value adjustments were made for recognisable risks in the loan business. comdirect has received reasonable compensation for each action taken or forbearance thereof, according to the circumstances that were known at the time at which the action was taken or refrained from, and was not thereby disadvantaged through the execution or forbearance of such action. 38 The bank's liquidity is guaranteed at all times via short-term investments. The subsidiaries were at all times given sufficient funds to be able to finance their expansion and to meet all applicable statutory requirements concerning capitalisation. After drawing on both the retained earnings and additional paid-in capital in the amount of € 161.9 million for the purpose of covering the loss for the year of the comdirect bank group and the losses carried forward, equity now is € 578.1 million. This means that the comdirect bank group still boasts excellent capitalisation. Earnings In the past years, the strong growth in the new customer business and in the securities trading segment had a positive influence on earnings. In the 2001 financial year, however, the weaker development of these two factors last year, combined with high start-up losses at our European subsidiaries, led to corresponding declines in earnings. The net commission income earned by the comdirect bank group fell from € 190.9 million in 2000 to € 93.0 million in 2001. Interest income, as well as income from special funds, rose despite lower interest rates from € 57.7 million in 2000 to € 74.1 million in 2001. The capital of comdirect bank AG, which had been made available in connection with its IPO, was for the first time invested for the full 12 months. Administrative expenses in the amount of € 224.3 million were about € 3.3 million above the previous year's figure. Personnel expenses were € 51.4 million, compared to € 43.5 million the pre- CHANGES IN THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD vious year. Marketing expenses accounted for a large portion of other administrative expenses in the amount of € 144.2 million. Losses from the ordinary activities of the comdirect bank group in the 2001 financial year were € 52.3 million, compared to a profit of € 25.6 million in the 2000 financial year. Excluding Germany, this figure rises to minus € 62.6 million, compared to minus € 39.9 million the previous year. One-time charges taken by the comdirect bank group in the amount of € 98.3 million were related to necessary restructuring measures in connection with the sale of comdirect S.A. and the closing of comdirect bank S.p.A. Following the annulment of the profit and loss transfer agreement as of 31 December 1999, the company and the tax authorities agree that the special agreement establishing a single-entity relationship between comdirect bank AG and Commerzbank AG has ended. The single-entity relationship of comdirect bank AG continued only with regard to sales and trade taxes in the 2000 and 2001 assessment periods following the final ruling in this matter. Given the revision of the German legislation on the further development of corporate taxation, however, the single-entity relationship in terms of trade taxes ended as of 31 December 2001; as of 2002 this leaves only the single-entity relationship in terms of value-added taxes. The unappropriated retained earnings of the comdirect bank group, after withdrawals from retained earnings and additional paid-in capital, are € 0. The appointment of Dr. Andre Carls to the Board of Managing Directors of comdirect bank AG was registered with the Commercial Register of the Pinneberg District Court, Germany, on 30 April 2001. Dr. Carls assumed responsibility, among other things, for the bank's new investment banking division and product management. Klaus-Peter Müller, speaker of the Board of Managing Directors of Commerzbank AG, Dr. Franz-Georg Brune, co-director of the Regional Branch Frankfurt/Main of Commerzbank AG, and Burkhard Grassmann, member of the Board of Managing Directors of T-Online International AG, were elected to the Supervisory Board of comdirect bank AG at the Annual General Meeting of 10 May 2001. In the Supervisory Board meeting that followed the aforementioned Annual General Meeting, Klaus-Peter Müller was elected chairman of the Supervisory Board of comdirect bank AG. Dr. Norbert Käsbeck and Dr. Ferdinand Vogel resigned from the Supervisory Board. Within the group, there were changes with regard to the management of comdirect S.A. Effective 30 March 2001, Jacques Charpentier was appointed to the Board of Managing Directors of our French subsidiary from which Thierry Moriceau and Jean-Marc Ravier retired, respectively, effective 01 March 2001 and 22 June 2001. We would now like to take the opportunity to thank the members of the Supervisory Board for their work and for their involvement on behalf of comdirect bank AG. 190,863 Net commission income and net interest income (€ thousand) Net commission income 22,503 1998 1999 2000 93,018 74,083 38,333 1.,000 1997 57,717 19,442 6,629 77,341 Net interest income 2001 39 RISK REPORT General risk management The monitoring and control of risks has been an important element of comdirect bank AG's management instruments since the bank was founded. The recognition and management of risks was thus identified at an early point as a key factor behind success. Germany's legislators have laid down compulsory minimum standards for risk management, directly and indirectly, in a series of laws that are relevant for us, such as the legislation for control and transparency in the corporate sector (KonTraG) or the German Banking Act (Art. 25a, (1)). In some respects, the risk management of the comdirect bank Group goes beyond the statutorily prescribed level. In connection with their examination of the annual financial statements, the auditors confirmed the existence and the effective functioning of the risk management system of comdirect bank AG as a monitoring system pursuant to Art. 91, (2), German Stock Corporation Act – AktG. Definition For creating an awareness of risk within the comdirect bank Group, a uniform interpretation of risk and the types of risk is imperative, and these must be defined consistently. Risk is seen as the possibility of negative and positive deviations from an expected figure. Negative as well as external influences, which are beyond the control of companies. • Other risks relate, for example, to legal risks resulting from contractual agreements or the overall legal framework, and also to risks to Group companies arising from their strategic decisions. Organisation of risk control and management The risk control of the comdirect bank Group is geared, on the one hand, to the demands of our own business model and to the related needs of our own customers and, on the other, to various statutory provisions and requirements. The internal framework is regularly revised against the background of these statutory regulations. At the foreign subsidiaries, so-called General Conditions have been adopted for the organisation of trading which go beyond the statutory requirements. In order to support and document this bank-wide monitoring of risks, comdirect bank AG has developed a risk manual, in which the main risks and how to treat them are described. This manual is subject to constant revision. Group Management Report 2001 deviations from the forecast asset and earnings position are understood as the danger of a loss or impairment, positive deviations (opportunities) are seen as an element in achieving corporate targets. It is the job of the risk management system as a whole to ensure that existing risks are recognised, analysed and measured, and also that risk-related information is passed on in a systematically ordered manner to those responsible for taking decisions. At the comdirect bank Group, the following risks are distinguished: • Market risks These arise through changes in market prices or priceinfluencing parameters. Distinctions are made between general and individual types of risk, such as interest-rate, currency and equityprice risks. • Credit risks (credit default risks) These are the risks of a loss or lost profit due to a business partner's possible inability to pay. This includes business involving customers as well as money and capitalmarket transactions (counterparty risk) and shareholder risks. • Liquidity risks These refer to the risk of not being able to meet payment obligations when they fall due. The refinancing risk relates to the ability to procure adequate liquidity when required on the expected terms and conditions. The market-liquidity risk describes the risk of being unable to settle items effectively to the desired extent as a result of the market situation. • All risks stemming from commercial systems or processes are referred to as operational risks, which, if they occurred, might have a negative impact on the business transactions of the comdirect bank Group. For the most part, these are human or technical failure 40 Central responsibility for risks within the comdirect bank Group lies with the Board of Managing Directors of comdirect bank AG. All the measures in connection with risk management, therefore, are developed and implemented only within the framework established by the Board of Managing Directors. Operative risk management, for which the areas that initiate risks are primarily responsible themselves, entails dealing with and securing risks. Within the framework of their individual responsibilities, employees look upon risk management as their natural and personal task. The monitoring of special risks which extend beyond departmental limits, such as general risk management for the comdirect bank Group, the management of credit risks, the monitoring of market risks, the monitoring of liquidity risks, the refinancing risk and also the market risk, the operational and the strategic as well as the legal risks, is entrusted to individual groups such as Law & Credit Management, Risk Management, Treasury and Internal Audit. In this way, we ensure that these risks receive special attention. The companies of the Group pursue a risk management that is appropriate in scope to their specific circumstances and size, with support forthcoming from the specialist departments of the parent bank. The key figures produced by the comdirect bank Group are aggregated not only for its own risk analysis but also for the central risk control of Commerzbank AG and they are integrated into the risk report of the Commerzbank Group. Market risk Market risks arise for comdirect bank Group companies mainly through the conclusion of trading transactions and also asset/liability management, i.e. the mismatch of fixed-interest periods between the assets and the liabilities side. Monitoring at comdirect bank AG is performed with strict observance paid to the minimum requirements for trading activities conducted by banks (MaH) in accordance with the statement issued by the German banking supervisory authority on 23.10.1995. Value-at-risk approach and stress testing The value-at-risk (VaR) approach has established itself as a statistical method for measuring general market risk in banking. comdirect bank AG works out the VaR both by means of the variance/covariance method and also as part of Group-wide risk management with the aid of historical simulation. In both procedures, a confidence level of 97.5% is used and a holding period of one day. In order to monitor extreme market movements, the VaR calculations are complemented by so-called stress tests. Independently of fixed Default in the money and capital market In order to conduct trading activities, limits are generally required for the various counterparties or the underlying transactions. These are approved by the Board of Managing Directors of comdirect bank AG. In the capital market, trading is only conducted with domestic clients of impeccable credit standing. With the exception of Pfandbriefe, which possess the relevant security, the securities purchased by comdirect bank AG must be of investment grade as defined by the rating agencies Moody’s, S&P and Fitch IBCA. Once it is known that new transactions have been effected, the risk management group immediately examines whether the limits established by the Board of Managing Directors have been observed. In addition, the limits are checked as part of the daily release by the settlement and control sections of the Finance department. Liquidity risks Liquidity risks in the narrower sense At comdirect bank AG, Treasury is responsible for managing liquidity. The division has adopted the following steering measures: confidence levels, these measure the scale of portfolio losses under worst-case conditions, with the emphasis on changes in the yield curve. • In order to offset a possible removal of liquidity by customers, a correspondingly large volume of funds due at call is temporarily invested. System of limits and their monitoring A comprehensive system of limits has been developed for restricting market risks. The limits include the following: • All the securities in the liquidity reserve are items which can be sold at very short notice at fair prices. • Overnight VaR limit • Overnight stress-test limit • Escalation levels for items in the trading book • Loss review trigger to establish a limit for trading-book losses • Write-down limits for worst-case scenarios • Fixed-interest limits for individual maturities of the fixed-interest portfolio Credit risk Lending to customers In comdirect bank AG's lending to customers, a distinction has to be made between the loans to purchase securities, which fall due on demand, and the overdraft facility granted on broker accounts. Losses made be incurred on the loans to purchase securities in that the pledged securities lose in value as a result of the general development of the market or the specific market risks of individual securities; they may then no longer be sufficient to secure the claim on the customer. As a rule, the overdraft facilities of a broker account are linked to regular salary payments and depend upon a check performed as part of a scoring model. Refinancing risk In interbank trading for short-term funds, comdirect bank AG has built up contact over the years with various German banks, allowing it to borrow at short notice on terms reflecting market conditions. Moreover, it can take up short-term funds via the regional branch of the central bank (European Central Bank). In short, effective measures have been taken to meet the refinancing risk. Market-liquidity risk As a rule, the fixed-income securities held in the liquidity reserve are large-volume issues (jumbos). A very liquid market exists here, offering permanent, fair pricing. For bonds with floating interest rates (floating rate notes), there are hardly any spread risks, as the floating interest ensures that the coupon is close to money-market rates (3 and 6-month Euribor), and as a result, price quotations are generally around 100%. Operational risks Due not least to the debate on the new minimum capital requirements according to Basel II, the significance of operational risks has increased. Apart from the infrastructure area, the IT world subsumed under the heading “system architectures” is especially significant for the comdirect bank Group. Both areas are as a rule redundant or 41 RISK REPORT modular in construction, in order to guarantee a high level of availability for the systems or components that are required. As part of emergency planning for the IT area, external providers and their emergency plans have also been taken into consideration. In this connection, comdirect bank AG formulated certain requirements with re-gard to availability and used these as a basis of comparison for the emergency measures of key service providers. In addition, a “business continuity” manual is currently being compiled for the infrastructure area, which is devoted to maintaining the business activities of comdirect bank AG in the case of critical occurrences. In this connection, the necessary emergency organisation is described and premises which would serve as co-ordination points in the event of an emergency are specified. Both organisational and technical measures serve to prevent or limit damage for all areas of operational risks. Organisational instructions, training for employees, IT quality management and the emergency measures described should all be mentioned in this context. These risks are documented in detail in the risk manual of comdirect bank AG, which is constantly being made more specific and extended. Group Management Report 2001 Other risks Legal risks The legal department of comdirect bank AG is responsible among other things for preparing the company in good time for possible legal changes. The public debate which occurs before these become effective is followed closely. As soon as amendments can be expected, the legal department immediately informs the sections of the bank that are affected in order to prepare the company in working groups for the potential changes and possibly for their impact. Information is procured through membership of the German Association of Banks, by means of their general circulars and membership of the working group for direct banks, by monitoring specialist periodicals, and through the legal department of Commerzbank AG. Strategic risks Those risks are considered to be strategic to which comdirect bank AG is exposed due to past and future decisions related to the business model. The emphasis here is primarily on aspects of corporate planning, the intensity of competition, product development and – and as a major influence on comdirect's core business activity – the volatility of securities business. Decisions with regard to the business model are made by the Board of Managing Directors and in some cases by the Supervisory Board of comdirect bank AG, based on extensive analyses. Depending on the subject to be decided, such issues are worked upon and prepared by the departments responsible. 42 The year 2002 In addition to the further specification of the various risks, the emphasis will be on developing the management of operational risks, which is also necessary for Basel II. The major risks over which we have no influence, such as a protracted weakness of the securities markets, which may be directly reflected in thinner trading volume and hence lower commission income, continue to be at the focus of our monitoring. In this way, events which may have a negative influence on the assets and financial position of comdirect or on its earnings performance can be recognised at an early stage. As the comdirect bank Group achieves a sizeable part of its earnings through brokerage services, the emergence of such risks can have an adverse impact on its earnings performance. PROSPECTS The internet is increasingly seen as the medium of choice for both information and communication. In turn this trend is fuelling the ineluctable and steady growth of the number of potential customers willing to utilise this medium for their financial transactions. The number of customers interested only in consulting services, i.e. customers who rely solely on the advice of their financial advisors and who execute their financial transactions at brick-and-mortar branches, will continue to decline. In contrast, so-called multi-channel customers who use both consulting services in conventional bank branches as well as information available on the Internet and in print media for their investment decisions and who place their orders using a variety of channels will continue to rise. In the end these developments will lead to pure online customers who use only the Internet and telephone, who keep their own counsel via the information obtained on the Internet, and who utilise numerous analysis tools to make investment decisions. This latter customer group is the most important for all online brokers, for it is the group that accounts for major portions of these firms' income. within the direct securities trading segment and the high degree of automation and optimisation in clearing securities transactions. The growth in commissions thus must occur via the trading volume, whose development, however, is very difficult to forecast. The anticipated slight improvement in the second half of 2002 is rooted in a variety of factors. All industrialised nations have significantly loosened their monetary policies, some countries have even adopted financial policies aimed at stimulating the economy. The worldwide decline in energy prices which gives a significant boost to companies and private households alike. We expect the optimism concerning an economic recovery to be reflected in stock prices which in turn will trigger rising trading volumes. Studies of customers of comdirect bank AG who were not particularly active in 2001 have shown that about 85 % of these customers increase their level of trading activity once there is a discernible improvement on the stock markets. The product portfolio of comdirect bank AG is interesting for multichannel customers and pure online customers alike. Technically, consulting services will only be necessary for customers interested in establishing the parameters of their investment strategy whereas customers who are embarking on a new career or who are starting a family, for example, have different financial requirements, needs, and priorities. This is where consulting services come in. Once a customer has decided on a strategy, however, there no longer is any need for accepting the much more expensive transaction fees charged by traditional financial service providers. While speed and price rapidly lead customers who trade a lot to online brokerage firms, there is still a need for convincing medium to long-term investors of the advantages, given that this customer segment is equally interested in adopting the right investment strategy and the right strategy to secure their assets. The comdirect bank group believes that its customised product portfolio places it in the best position to profit from these long-term trends. The interest income of comdirect bank AG should remain relatively stable in 2002 and we do not expect significant cuts in interest rates in the next few months. Given the extreme competition in the online brokerage industry and the tension on the capital markets, we expect the number of new online brokerage customers to grow at a moderate pace. We expect domestic growth to occur primarily in the second half of 2002. However, we are going to unveil a more focused customer service approach in order to achieve qualitative growth in our customer relations. Our experience with a variety of marketing measures confirms our view that it is very important to make attractive offers to customers interested in using our portfolio of services and products. In the United Kingdom, we plan to achieve a stable trend with regard to both the number of new customers and trading volume. The major focus of our marketing and cooperation activities, however, will remain on the expansion of our high quality customer base. The variety of measures aimed at cutting costs at comdirect bank AG will for the first time affect the entire financial year so that we expect to post an improved operating result. The elimination of the one-time charges taken in 2001 should then allow for a better result. Analysts, market researchers, and investment banks agree that the market for direct financial services will develop dynamically throughout Europe. Private investors will continue to benefit from considerable cost advantages if they execute their securities transactions via comdirect themselves instead of choosing the traditional route of a financial services provider with brick-and-mortar branches or a broker. We expect to benefit from this trend toward cost cutting on the part of investors both in Germany and in the UK. In Germany, the securities industry will receive additional stimuli from the statutorily prescribed need to privately supplement state and corporate pension benefits. As the market leader in the online brokerage industry, we will profit from this development. We do not expect to be able to generate significant increases in the earnings per securities order, given the slight decline in price pressures 43 OUR STRATEGY comdirect is a reliable partner that offers its customers the best possible support for making successful investment decisions. comdirect makes available the required information and management services as well as suitable products and services via direct access routes. This lowers costs, yet another benefit that we will pass on to our customers in future. The extraordinary acceptance of our online presence helps us to develop excellent leverage. The high level of recognition that we enjoy in connection with low transaction fees, excellent services, and numerous customised offers secure our market leadership in the domestic market. The proven strong cost consciousness of the comdirect bank group and the measures it has launched to cut costs will make it possible to achieve a positive operating result despite the weakness of the capital markets. Until the summer of 2000, the resources of comdirect bank AG were used primarily to acquire new customers and to manage brisk customer demand in connection with high order levels. The market has since entered a consolidation phase. Our current strategy in Germany entails securing that which we have already achieved in the form of stronger customer loyalty and increasing the income from existing customer relationships. We will also expand our customer services to investors interested in both accumulating and securing wealth. In order to satisfy the financial needs of these customers and strengthen their loyalty to comdirect bank AG, we plan to launch new services that will make trading for active traders more convenient, cheaper, and quicker as well as innovative offers tailored to medium to longterm investors interested in analysis tools, asset accumulation, and pensions. By making changes to processes, we will also offer programs aimed specifically at asset managers. Even though some competitors expanded their information offers on the Internet last year, the popularity of comdirect bank AG remains so high that our website is far ahead of those of our next competitors in terms of both page impressions and visits. We will take advantage of this fact and try to gain as new customers those who use the information offers on our website but who haven't yet decided to establish checking or custody accounts with us. We will continue to try to gain new customers in the UK through inexpensive, technically superior and user-friendly programs. Our efforts will be aimed at increasing customer numbers through organic growth in order to catch up with the market leaders. We will Group Management Report 2001 44 1.9 2.4 2.8 3.2 Development of the Online Brokerage market (Number of customers/accounts in million) 1997 1998 1999 2000 2001e 2002e 2003e Source: Forrester Research 0.8 Executing securities trades via direct channels remains the core competence and business of the comdirect bank group. Over 90% of all securities trades transacted with comdirect bank AG are effected online, even though the telephone retains its significance for comdirect ltd. Improved processing and analysis of available data concerning the needs of our customers will enable us to design programs geared to their needs and to offer additional services aimed at increasing our revenue streams. As before, we will concentrate on traders who have remained active and on medium to long-term We believe that the operating profitability of the comdirect bank Group will remain stable, even in the face of a difficult environment, once we have disposed of our French and Italian subsidiaries. This strong base will allow us to enhance our earnings capacity in the long term. 0.4 We plan to increase the earnings capacity of comdirect bank AG in the long term by activating and leveraging the potential of our existing customer base. Almost one third of online brokerage customers in Germany maintain portfolios with comdirect bank AG, even though we are not the main brokerage firm of all customers. This is what we need to change by increasing our focus on our customers' needs. While we concentrated on making sure that the bank remained accessible and capable of executing trades during the bull market in spite of the enormous surge in new customers, we will now take advantage of the markets' downturn to continue developing our organisational structure. We believe that the aforementioned organisational changes will help to optimise the business model of a legally independent online broker. Our Customer Relationship Management projects have already met with a positive response. try to accelerate the break-even point of comdirect ltd by entering into cooperation agreements with local partners. 0.2 achieve this objective. The excellent ratings received by our call centre, for instance, and the customer satisfaction achieved thereby confirm our approach. In the UK, brisk customer demand is placing great demands on existing personnel capacities. Our staff will be expanded, therefore, as we expect this trend to continue. OPERATIONAL PLANNING OUTLOOK FOR 2002 The main goal of comdirect bank AG for the 2002 financial year is to increase earnings by pitching attractive products to our existing customer base. This will be accompanied by measures aimed at gaining new customers and by projects aimed at continued cost cutting. In future, the restructuring of the departments concerned will allow us to adapt the design of new products much more efficiently to customers' individual needs. The following projects are at the centre of our activities in this respect: Products for active traders In future, we will try to use Internet-based applications to help our trading-oriented customers optimise their portfolio and their risk management in connection with their accounts, even in difficult times. This will include expanding the range of fundamental information offered and improving technical securities analyses. Modern trading front ends will undergird this approach. This programme will be rounded off by consistent expansion and optimisation of the OTC market and by marketing options and futures trading capabilities. Continued development of products aimed at generating wealth In the next few months we will focus on comprehensive analyses of our customers' financial situation, the development of investment alternatives and opportunities, and the development of products aimed at providing pension benefits and risk management. Further, we will continue to expand our fund portfolio and design attractive offers in cooperation with our partners. This will include products aimed at enticing customers to invest regularly in savings plan funds as a stable means of accumulating wealth. The internet offers consistent access to information and distribution Our website www.comdirect.de will continue to offer the best possible range of securities information to private customers interested in investment opportunities. To this end, we will optimise the structure of our website and continue to expand the range of real time information that we offer on stock prices and content. In addition to improved tools and information, process management will play a decisive role in Internet applications this year. For the provider capable of addressing customers directly and offering suitable product portfolios via the Internet will retain its leading position for years to come. The difficult situation on the stock markets has slowed the trend towards equities in Germany, even though the general demand for securities will not subside. We are convinced that our customers in Germany will continue to add to their assets in 2002, given the statutorily required need to supplement state pension benefits. The shift away from classical savings plans to new ways of accumulating wealth and investing in equities and investment funds will continue. We expect the continued acceptance and use of the internet and the related acceptance of online financial services to fuel additional market growth. The expansion of our portfolio of products and services tailored to customer needs will also broaden the basis of our future earnings so that we will be able to attain satisfactory results independently of strong recruitment of new customers. A continued focus on intensive cost control will allow the comdirect bank Group to attain its operating profitability even in weak stock market environments without economising on customer service. We believe that comdirect ltd will maintain its positive development, even though it is unlikely to repeat its high 2001 growth rates. The consolidation phase in the industry will continue in 2002. We will carefully review any economically attractive acquisition possibilities that arise. However, we will pursue growth through acquisitions only if the price is right and profitability is guaranteed. We are confident that comdirect bank AG – the leading online brokerage with the largest customer base, a widely acclaimed website, and a cost and earnings structure that clearly gives us an edge over our competitors – will once again show positive results, and at the latest as the markets begin to pick up again. The comdirect bank Group will intensify its support for the development of comdirect ltd. after parting with its French and Italian subsidiaries. We expect our British subsidiary to maintain its encouraging performance and to break even, as planned, within a few years. For some employees of comdirect bank AG, we were able to abandon short-time working even by year end. We intend to continue this trend. We will react rapidly and effectively when the stock market recovers its momentum. At comdirect ltd, expanding the new customer business and tackling the growing volume will be at the centre of our operational planning. This will include continuing to deploy all ways of communicating with customers via the Internet. 45 FINANCIAL STATEMENTS 2001 ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARDS (IAS) AS OF 31 DECEMBER 2001 Financial statements 2001 48 49 50 51 52 53 54 Income statement AG Balance sheet AG Income statement Group Balance sheet Group Statement of changes in equity Cash flow statement Notes for the financial year ended 31 December 2001 82 Auditor’s certificate 84 Report of the Supervisory Board 86 Structure of the comdirect group Board of Managing Directors 87 Financial calendar 88 Contact 47 INCOME STATEMENT Income statement of comdirect bank Aktiengesellschaft according to IAS INCOME STATEMENT 1.1. – 31.12.2001 (€ thousand) 136,767 64,157 72,610 – 2,074 70,536 92,717 998 91,719 – 29 344 159,767 9,241 12,044 – 215,311 – 203,267 1,261 – 204,528 – 204,528 204,528 0 1.1. – 31.12.2000 (€ thousand) 119,862 63,172 56,690 – 1,966 54,724 190,806 1,060 189,746 – 133 0 179,350 2,236 67,223 0 67,223 31,990 35,233 35,233 0 35,233 (€ thousand) unit € 1.1. – 31.12.2001 – 204,528 140,500,000 – 1.46 1.1. – 31.12.2000 35,233 104,959,016 0.34 (€ thousand) 1.1. – 31.12.2001 – 204,528 1.1. – 31.12.2000 35,233 unit unit € 97,278 140,597,278 – 1.45 32,660 104,991,677 0.34 Interest income Interest expenses Net interest income before provisions Provision for possible loan losses Net interest income after provisions Commission income Commission expenses Net commission income Trading profit Result from financial investments Administrative expenses Other operating result Profit from ordinary activities Extraordinary result and restructuring expenses Pre-tax result Taxes on income After-tax profit Net income/loss for the year Transfer from reserves Net profit/loss for the year EARNINGS PER SHARE BASIC EARNINGS PER SHARE Net income/loss for the year Average number of ordinary shares Basic earnings per share DILUTED EARNINGS PER SHARE Net income/loss for the year Adjustment to the number of ordinary shares issued due to outstanding option rights Weighted average shares outstanding (diluted) Diluted earnings per share 48 BALANCE SHEET Balance sheet of comdirect bank Aktiengesellschaft according to IAS ASSETS Cash reserve Claims on banks Claims on customers Provision for possible loan losses Trading assets Financial investments Intangible assets Fixed assets Tax assets Other assets Total assets LIABILITIES AND EQUITY Liabilities to banks Liabilities to customers Provisions Tax liabilities Other liabilities Subordinated capital Equity Subscribed capital Capital reserve Retained earnings Legal reserve Other revenue reserves Revaluation reserve Net profit/loss for the year Total liabilities and equity as of 31.12.2001 (€ thousand) 71,721 1,600,166 263,654 – 4,936 2,164 882,587 19,345 39,962 9,634 14,149 as of 31.12.2000 (€ thousand) 513 959,363 575,510 – 3,180 883 1,290,554 13,018 50,266 0 11,183 2,898,446 2,898,110 as of 31.12.2001 (€ thousand) 0 2,252,532 24,519 10,444 20,704 16,617 573,630 140,500 394,327 as of 31.12.2000 (€ thousand) 3,675 2,042,057 5,020 10,795 27,442 29,399 779,722 140,500 599,709 0 37,720 1,083 0 686 3,594 0 35,233 2,898,446 2,898,110 49 INCOME STATEMENT Income statement of comdirect bank Group according to IAS INCOME STATEMENT 1.1. – 31.12.2001 (€ thousand) 138,621 64,538 74,083 – 2,074 72,009 96,957 3,939 93,018 – 29 344 224,317 6,659 – 52,316 – 98,264 – 150,580 10,077 – 160,657 0 – 160,657 160,657 0 1.1. – 31.12.2000 (€ thousand) 121,046 63,329 57,717 – 1,966 55,751 192,656 1,793 190,863 – 133 0 220,951 35 25,565 0 25,565 23,371 2,194 484 2,678 0 2,678 (€ thousand) unit € 1.1. – 31.12.2001 – 160,657 140,500,000 – 1.14 1.1. – 31.12.2000 2,678 104,959,016 0.03 (€ thousand) 1.1. – 31.12.2001 – 160,657 1.1. – 31.12.2000 2,678 unit unit € 97,278 140,597,278 – 1.14 32,660 104,991,677 0.03 Notes Interest income Interest expenses Net interest income before provisions Provision for possible loan losses Net interest income after provisions Commission income Commission expenses Net commission income Trading profit Result from financial investments Administrative expenses Other operating result Profit from ordinary activities Extraordinary result and restructuring expenses Pre-tax profit Taxes on income After-tax profit Profit/loss attributable to miniority interests Net profit/loss for the year Transfer from reserves Consolidated profit/loss (23) (24) (25) (26) (27) (28) (29) (30) EARNINGS PER SHARE BASIC EARNINGS PER SHARE Net income/loss for the year Average number of ordinary shares Basic earnings per share DILUTED EARNINGS PER SHARE Net income/loss for the year Adjustment to the number of ordinary shares issued due to outstanding option rights Weighted average shares outstanding (diluted) Diluted earnings per share 50 BALANCE SHEET Balance sheet of comdirect bank Group according to IAS ASSETS Cash reserve Claims on banks Claims on customers Provisions for possible loan losses Trading assets Financial investments Intangible assets Fixed assets Tax assets Other assets Notes (31) (32) (33) (34) (35) (36) (37) (38) (40) Total assets LIABILITIES AND EQUITY Liabilities to banks Liabilities to customers Provisions Tax liabilities Other liabilities Subordinated capital Minority interests Equity Subscribed capital Capital reserve Retained earnings Legal reserve Other revenue reserves Revaluation reserve Consolidated profit/loss Total liabilities and equity Notes (41) (42) (43) (44) (45) as of 31.12.2001 (€ thousand) 72,005 1,684,112 263,728 – 4,936 2,164 861,212 22,076 45,816 9,634 18,200 as of 31.12.2000 (€ thousand) 515 1,006,477 575,524 – 3,180 883 1,153,239 40,950 76,335 8,679 15,683 2,974,011 2,875,105 as of 31.12.2001 (€ thousand) 0 2,289,327 51,351 10,444 28,162 16,617 0 578,110 140,500 394,327 as of 31.12.2000 (€ thousand) 3,678 2,044,554 5,728 10,794 40,967 29,399 287 739,698 140,500 595,834 0 42,200 1,083 0 686 0 0 2,678 2,974,011 2,875,105 51 STATEMENT OF CHANGES IN EQUITY Statement of changes in equity Subscribed capital Capital reserve Retained earnings Revaluation reserve Consolidated profit/loss Total 2001 Total 2000 140,500 595,834 686 0 2,678 739,698 62,817 – 3,875 0 – – 3,875 0 0 – – – 2,646 – 0 – 2,646 0 – – – – – – 0 0 0 1,083 – – 0 0 0 1,083 0 0 0 695,500 6,183 – – 0 – – 160,657 – 160,657 2,678 – – – – 632 0 – – 0 0 632 0 0 – 19,803 – 140,500 – 205,382 394,327 43,528 42,200 – 1,083 161,854 0 0 578,110 – 7,677 739,698 € (thousand) Equity as of 1.1. Reversal of the correction per 31.12.2000 Booking of valuation differences due to swap transactions pursuant to IAS 39 Formation of a revaluation reserve pursuant to IAS 39 Capital increases Appropriation of consolidated loss Consolidated profit/ consolidated loss Changes in differences arising from currency translation Costs of IPO Transfer from reserves/ allocation to reserves Equity as of 31.12. 52 CASH FLOW STATEMENT Cash flow statement in € (thousand) Net profit/net loss Non-cash positions in net income and adjustments to reconcile net income to net cash provided by operating activities Write-downs, depreciations, adjustments and write-ups to fixed assets and changes in provisions Loss/profit from the sale of financial investments and fixed assets Other adjustments (net) Subtotal Change in assets and liabilities from operating activities after correction for non-cash components Claims – on banks – on customers Securities Other assets from operating activities Liabilities – to banks – to customers Other liabilities from operating activities Interest and dividends received Interest paid Income tax paid Cash flow from operating activities Change from investing activities (net) Proceeds from capital increases Change from subordinated capital and other (net) Net cash provided by financing activities Cash and cash equivalents at the end of the previous period Cash flow from operating activities Cash flow from investing activities Net cash provided by financing activities Effects of changes in exchange rates Cash and cash equivalents at the end of the period 1 January – 31 December 2001 2000 – 160,657 2,678 32,830 114 – 16,798 – 144,511 19,936 0 – 20,384 2,230 – 683,544 311,497 284,171 55 211,425 – 255,385 – 447,738 – 20,803 – 3,678 244,773 3,197 143,612 – 64,538 0 91,034 – 7,394 0 – 12,782 – 12,782 – 18,363 – 107,639 – 5,248 111,601 – 61,609 – 4,104 – 595,633 – 103,373 655.885 0 655,885 515 91,034 – 7,394 – 12,782 632 72,005 43,636 – 595,633 – 103,373 655,885 0 515 53 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 Accounting principles The consolidated financial statements of comdirect bank as of 31. December, 2001 were prepared in accordance with the International Accounting Standards (IAS) approved and published by the International Accounting Standards Committee (IAS) and with their interpretation by the Standing Interpretations Committee (SIC). A summary of all the regulations that have been applied can be found on pages 55 and 56. As a subsidiary of Commerzbank AG, Frankfurt am Main, we are exempted in accordance with Art. 291, German Commercial Code (HGB), from the duty to present sub-group financial statements. As we have not presented the main differences between financial statements prepared in accordance with IAS and those prepared in accordance with the German Commercial Code, these consolidated financial statements do not conform to the 4th and 7th EC directives and do not, therefore, exempt us from presenting consolidated financial statements in accordance with Art. 292a, HGB. The consolidated financial statements have been prepared in order to satisfy the admission requirements of the Neuer Markt. The consolidated financial statements also reflect the standards approved by German Accounting Standards Board (GASB) and published by the German Federal Ministry of Justice pursuant to Art. 342, (2), HGB. The comdirect sub-group is included in the consolidated financial statements of our parent company. The consolidated financial statements of Commerzbank as of 31 December, 2000 were deposited with the lower regional court (Amtsgericht) of Frankfurt am Main under the commercial register no. 32000 and published in the Federal Gazette, no. 111, page 660977 of 20 June, 2001. We report on both the implementation of the German legislation for control and transparency in the corporate sector (KonTraG) and on the risks posed by future development, pursuant to Art. 315, (1), HGB in the risk report. In addition to the income statement and the balance sheet, the consolidated financial statements also include the statement of changes in equity, a cash flow statement and the notes. Segment reporting appears as part of the notes, on page 77. Unless otherwise indicated, all the amounts are shown in thousands of euros. Accounting and measurement methods (1) Basic principles The consolidated financial statements of comdirect are based on the going concern principle. For our subsidiaries in France (comdirect S.A., Paris/France) and Italy (comdirect bank S.p.A., Milan/Italy), no selling agreement had been signed or the liquidation of the company in question had not been completed by the day on which the balance sheet and income statement were prepared. In view of the decisions taken by the majority shareholder, we have not applied the going concern principle to these subsidiaries. 54 The principle of profit or loss for the period is applied in our consolidated financial statements. Income and expenses are recognised on a pro-rata basis; they are shown for the period to which they may be assigned in economic terms. As a matter of principle, accounting is at net book value, with the exception of financial instruments as defined by IAS 39, which are shown at their fair value. These financial instruments appear under the items Trading assets and Financial investments. All the companies included in the consolidation prepared their financial statements as of 31 December 2001. (2) IAS, SIC and GASB rules applied Within the comdirect Group and within the Commerzbank Group, to which it belongs, only those IASs and SICs are applied for accounting and measurement purposes which had been approved and published by 31 December, 2001. The interpretation of the standard with regard to Consolidation – Special purpose entities – (SIC-12) was not applied, as no holdings existed on the balance-sheet date. The follow list provides a summary of the International Accounting Standards (IASs) applied in comdirect's 2001 consolidated financial statements. IAS 1 IAS 7 IAS 8 IAS 10 IAS 12 IAS 14 IAS 16 IAS 17 IAS 18 IAS 19 IAS 21 IAS 22 IAS 24 IAS 26 IAS 27 IAS 30 IAS 32 IAS 33 IAS 35 IAS 36 IAS 37 IAS 38 IAS 39 Presentation of financial statements Cash flow statements Net profit or loss for the period, fundamental errors and changes in accounting policies Events after the balance-sheet date Income taxes Segment reporting Property, plant and equipment Leases Revenue Employee benefits The effects of changes in foreign-exchange rates Business combinations Related party disclosures Accounting and reporting by retirement benefit plans Consolidated financial statements and accounting for investments in subsidiaries Disclosures in the financial statements of banks and similar financial institutions Financial instruments: disclosure and presentation Earnings per share Discontinuing operations Impairment of assets Provisions, contingent liabilities and contingent assets Intangible assets Financial instruments: recognition and measurement 55 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 In addition, we provide a list below of the SIC interpretations relevant for us, which we have taken into consideration in our 2001 consolidated financial statements. SIC-6 SIC-7 SIC-15 SIC-17 SIC-18 Costs of modifying existing software Introduction of the euro Operating leases – incentives Equity costs of an equity transaction Consistency – alternative methods relates to: Framework IAS 21 IAS 17 IAS 32 IAS 1 (3) Consolidated companies Apart from the parent company, the consolidated companies consist of three subsidiaries, so that altogether four companies were included in our consolidated financial statements. comdirect bank AG holds over 50% of the capital of each subsidiary directly. A detailed presentation of holdings appears on page 80. (4) Principles of consolidation The consolidation of the capital accounts is based on the book-value method, whereby the historical cost of the shares held by the parent company in each individual subsidiary and the share of each subsidiary's capital held by the parent company are set off against the proportion of the subsidiary's equity that was acquired. On principle, any residual positive differences in amount are shown as goodwill under intangible assets in the balance sheet and depreciated to reflect their probable economic lives over a period of 15 years, using the straight-line method. Ordinary amortisation of goodwill are included in other operating results and the extraordinary amortisation of goodwill are included in extraordinary result and restructuring expenses. We draw attention to the remarks on Intangible assets on page 69. Intra-group expenses and income, as well as claims and liabilities, are eliminated as part of the consolidation. Minority shares in equity and profit or less are shown separately as minority interests and as profit/loss attributable to minority interests. As part of our efforts to sell comdirect S.A., Paris/France, we purchased the shares held by outside shareholders as of January 2002, raising our interest in the company to 100%. (5) Changes in accounting and disclosure methods IAS 39 was applied at Group level for the first time for the 2001 financial year. As this standard may not be applied retrospectively all by itself, the year-ago figures have not been adjusted. The quarterly reports published by comdirect in 2001 already incorporated aspects of IAS 39. 56 IAS 39 regulates how financial instruments are treated in the balance sheet, and especially their recognition and measurement. All financial instruments, including all financial derivatives, are shown using the “trade date accounting” method. Throughout the Group, all financial instruments are assigned exclusively either to the “available for sale” or “trading” categories. The “available for sale” category includes all the bonds, other fixed-income securities and also equities and other variable-yield securities not held for trading purposes. Securities from the trading portfolio and unsecured derivative financial instruments are assigned to the trading category. As part of the first-time application of IAS 39, we have adjusted the opening balance sheet to recognise the valuation differences for derivative financial instruments due to the book value approach and the current values to be attributed, and to show these within equity under retained earnings, taking deferred taxes into account. Taking deferred taxes into account, we have recognised valuation differences arising from other financial instruments under equity in the item revaluation reserve. As of end-2001, the revaluation reserve amounted to € 1,083 thousand. As of 31 December, 2001, we measured all the financial instruments in the “available for sale” and “trading” categories at market prices in active markets. The profits generated by the disposal or maturing of financial instruments assigned to the “available for sale” category amounted to altogether € 350 thousand as of 31 December, 2001. The corresponding losses came to € 6 thousand. The interest income generated by the financial instruments assigned to the “available for sale” category amounted to € 61,732 thousand at end-2001. (6) Currency translation The items from the income statement and also the assets and liabilities from the balance sheet which are denominated in foreign currencies are translated at the spot rates of the balance-sheet date. Holdings in affiliated companies that are denominated in foreign currencies appear at historical cost. comdirect nets translation gains and losses from the consolidation of the capital accounts against retained earnings. The annual financial statements prepared by our subsidiaries in foreign currencies are translated at the spot rates of the balance-sheet date. Any income and expenses resulting from translation appear in the income statement. 57 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 The most important translation rates for the comdirect Group can be found in the table below: Unit / 1 € GBP FRA ITL 31.12.2001 0.6085 6.55957 1,936.27 31.12.2000 0.6241 6.55957 1,936.27 (7) Claims All claims on banks and customers are shown at amortised cost without valuation allowances. Valuation allowances to claims appear under provisions for possible loan losses. On the balance-sheet date, we had no acquired claims, i.e. sections of a credit originated by another lender, in our portfolio. (8) Provisions for possible loan losses Valuation allowances, in the form of individual and lump-sum valuation allowances, are formed exclusively for claims on customers. Throughout the Group, the relevant individual valuation allowances are formed on the scale of the potential default to cover credit-standing risks related to claims on customers. We cover latent credit risks by means of lump-sum valuation allowances. Past loan losses serve as a yardstick for the scale on which such lump-sum valuation allowances have to be formed. Unrecoverable accounts are written down immediately. Amounts received on such claims appear in the income statement. Claims are deemed unrecoverable if income from them is unlikely to be received in the foreseeable future or if they have been waived either wholly or in part. (9) Trading assets Securities acquired as part of the small trading portfolio and derivative financial instruments (swaps) appear under Assets held for dealing purposes. On the balance-sheet date, only interest-rate swaps measured at fair value were included under this item. Realised gains and losses from the purchase and sale of securities from the small trading portfolio are shown in the income statement under Trading profit. Gains or losses registered upon remeasurement of the derivative financial instruments are also included in the Trading profit. The Trading profit also reflects all the interest and dividend income arising from the trading portfolio. (10) Financial investments Under Financial investments, we show all the securities which we have assigned to the “available for sale” category. 58 On the balance-sheet date, bonds and other fixed-income securities as well as investment fund units were assigned to the “available for sale” category. All the securities of this category were measured at their fair value. Gains or losses on remeasurement are recognised with an income-neutral effect in the form of a revaluation reserve as part of equity. All the interest income generated by securities of the “available for sale” category is shown under Interest received. (11) Intangible assets Under Intangible assets, we include software produced in-house and Goodwill. Purchased software is shown under Fixed assets. More details can be found under Changes in book value of fixed assets and investments (page 70, note 39). Software produced in-house is recognised if all the provisions of IAS 38 are met. Recognition is made at producer cost, reflecting only the costs that can be assigned directly to the specific project. In principle software produced in-house is amortised against earnings over a period of five years. The goodwill created by the acquisition of comdirect S.A. was examined on the balance-sheet date with regard to its future utility. We have found that under existing conditions no future utility can be expected. As a result, we made an extraordinary write-down of € 25,924 thousand in the year under review. The extraordinary write-down is shown in the income statement under Extraordinary result and restructuring expenses. (12) Fixed assets Only office furniture and equipment and purchased software are included here. All the fixed assets are capitalised at cost and depreciated using the straight-line method to reflect their probable useful economic lives. In determining the useful life of an asset, its likely physical wear and tear, its technical obsolescence and also legal restrictions are taken into consideration. All fixed assets are de-preciated over a period of two to ten years. Gains and losses arising from the sale of fixed assets are shown in the income statement under Other operating result. We made extraordinary depreciation on fixed assets in the year under review when the amount that could probably be achieved through future use had fallen below their book value. 59 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (13) Other assets Other assets mainly consist of other assets on Commerzbank AG and deferred items. (14) Liabilities Liabilities are shown at the respective amounts to be repaid. (15) Other liabilities Other liabilities consist primarily of trade liabilities, liabilities to Commerzbank AG not arising from banking activities, tax liabilities not related to earnings and accruals. (16) Provisions for pensions and similar commitments The pension commitments that are shown exist solely towards members of the Board of Managing Directors of comdirect bank AG. These are based on the length of service, the pensionable salary and the currently valid scales for employer subsidies. In accordance with IAS 19, the projected-unit-credit method was used to calculate pension commitments. Commitments are calculated on the basis of actuarial surveys. The calculation also takes into account the rates of increase for salaries and pensions that can be expected in the future. If actuarial commitments prove to be higher or lower, these are recognised under Personnel costs. (17) Other provisions Other provisions were formed for liabilities of uncertain amount towards third parties. In addition, we have formed provisions for contingent losses for existing adverse agreements, in which the expense required in order to fulfil the agreement is greater than the income generated by the agreement. We formed the major provisions for contingent losses on account of restructuring measures, i.e. due to the sale or closure of our subsidiaries in France and Italy. (18) Taxes on income Tax expenses are shown under Taxes on income. A breakdown of this item into current and deferred taxes on income can be found in these notes on page 66, note 30. Deferred taxes were formed in accordance with IAS 12. Temporary differences are the result of the discrepancy between assigned values in accordance with IAS and the respective tax rate that was applied. These temporary differences are measured using the specific income-tax rates which apply in the country where the company in question has its seat and which can be expected to apply for the period in which they are realised. Deferred taxes on as yet unused losses carried forward are only shown for comdirect bank AG. Deferred taxes on losses carried forward formed in previous years have been released. Deferred tax assets and liabilities are netted against one another in Germany, as they exist towards the same tax authority. Claims on tax authorities are shown under Tax assets in the balance sheet. Other taxes not related to income appear under Other operating result in the income statement. 60 When the profit-and-loss-transfer agreement was terminated on 31 December, 1999, it was assumed – with the agreement of the tax authorities – that, for accounting purposes, the integrated inter-company relationship between comdirect bank AG and Commerzbank AG had ceased to exist. In a final judgement, however, it was decided that this relationship continued to exist as regards turnover and trade tax for the 2000 and 2001 assessment periods. As a result of the amendments to Germany's legislation on the further development of corporate taxation, the fiscal unity in terms of trade tax ended on 31 December, 2001; and was maintained only with regard to turnover tax as from 2002. (19) Conditional and authorised capital Through the resolution adopted on 10 April, 2000, and its entry into the commercial register on 19 April, 2000, authorised capital of € 60,000 thousand was created. The authorisation for the capital increase expires on 31 March, 2005. In addition, since the resolution adopted on the same date and entered into the commercial register on 31 May, 2000, conditional capital of € 3,600 thousand was created in order to issue subscription rights as part of the bank's stock option scheme. (20) Transfer from reserves In connection with decisions relating to our subsidiaries in Italy and France in the 2001 financial year, we have transferred a net € 160,657 thousand from reserves in order to cover the accumulated losses. (21) Earnings per share Earnings per share calculated in accordance with IAS 33 are based on the net profit/loss for the year. We show both the undiluted and the diluted earnings per share below the income statement. In working out the undiluted result, we have set off the net profit/loss for the year against the average number of shares in the financial year. The diluting effects result from a stock option scheme launched in July 2000 with a maximum of 3,600,000 subscription rights, 875,000 option rights of which had been issued in two tranches per 31 December, 2001. In calculating the diluting effects, we set off the two sub-sets of rights under the stock option scheme with their conditions against well-founded estimated values for them and took account of the residual amount. The nominal value per share is 1 euro. (22) Relations with affiliated companies comdirect uses services provided by Commerzbank AG through a general agreement concluded in December 1999 (and effective as from 1 January, 1999) and also services agreed separately on this basis. The general agreement has a fixed term of five years and ends on 31 December, 2003. It is automatically extended for a further period of three years, unless one of the parties to the agreement gives notice at least 18 months before the agreement expires. 61 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 On the basis of the general agreement, the following services were agreed upon and were used during the 2001 financial year: • Trading services • Processing services • Payments and cash dispenser service • IT services • Other services In February 2000, comdirect concluded another general agreement with Commerzbank, in which Commerzbank undertook to provide internal auditing services on the basis of a plan to be agreed separately. The agreement was concluded for an indefinite period and may be terminated giving six months' notice before the end of the calendar year, but not before 31 December, 2002. comdirect is party to an agreement of Commerzbank with Commerzbank Capital Markets, enabling comdirect to trade on US stock exchanges. On 22 March, 2000, comdirect concluded an agreement with Commerzbank concerning support for comdirect after its IPO. Among other things, the agreement relates to support for PR activities, compliance with stock-exchange and other obligations resulting from admission to the stock exchange and advice on the holding of the first public annual general meeting of shareholders in 2001. Commerzbank received compensation in line with market rates for the goods and services it provides for comdirect. When forming or purchasing subsidiaries, comdirect pledged directly or indirectly to ensure that they comply with the specific equity capital requirements of the country in question. In this connection, comdirect allocated equity of € 39,978 thousand to comdirect S.A., Paris/France, in the 2001 financial year. Over the same period, comdirect bank S.p.A, Milan/Italy, was allocated € 20,800 thousand. comdirect ltd, London/United Kingdom, received equity of € 12,356 thousand in the 2001 financial year. 62 (23) Net interest income € (thousand) Interest and dividends from shares and other non-fixed interest securities held in the “available for sale” portfolio Interest income from fixed-income securities held in the “available for sale” portfolio and from government-inscribed debt Other interest income including discount surplus Interest on participation rights and subordinate liabilities Other interest expenses Total 2001 2000 18,589 4,876 43,143 76,889 – 1,050 – 63,488 74,083 35,485 80,685 – 1,491 – 61,838 57,717 2001 2000 – 4,215 2,356 – 222 7 – 2,074 – 2,151 211 – 37 11 – 1,966 2001 2000 89,316 3,335 367 93,018 189,172 1,408 283 190,863 (24) Provision for possible loan losses The provisions of the comdirect Group breaks down as follows: € (thousand) Allocations to provisions Write-back of provisions Direct write-downs Income received on written-down claims Total (25) Net commission income € (thousand) Securities transactions Payment transactions Other commissions Total 63 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (26) Trading profit All the financial instruments assigned to theAssets held for dealing purposes are measured at fair value.The results arising from trading activities are included along with interest and dividend income, attributable to instruments shown under Assets held for dealing purposes, in the Trading profit. € (thousand) 2001 2000 Result of securities trading Result from trading in bonds and notes Result from trading in shares and other non-fixed interest securities Other trading result Result from trading in interest-rate risks Valuation result Interest-rate derivatives Total – 332 9 – 341 – 726 – 726 1,029 1,029 – 29 – 133 0 – 133 0 0 0 0 – 133 2001 2000 – 42,484 – 8,398 – 550 – 51,432 – 36,170 – 6,739 – 604 – 43,513 € (thousand) 2001 2000 Costs of company pension scheme Contributions to Versicherungsverein des Bankengewerbes a.G. (BVV) Total – 535 – 15 – 550 – 594 – 10 – 604 (27) Administrative expenses Personnel expenses € (thousand) Wages and salaries Compulsory social-security contributions Expenses for pensions and other employee benefits Total Breakdown of expenses for pensions and other employee benefits 64 General operating expenses € (thousand) Costs of advertising, PR and representation Communication expenses Consulting expenses External services Other general operating expenses Total 2001 2000 – 55,356 – 16,552 – 12,510 – 28,992 – 30,769 – 144,179 – 59,148 – 19,929 – 22,105 – 38,675 – 19,305 – 159,162 The expenses for operating lease contracts are considered as rental expenses and included in the other general operating expenses. Depreciation of office furniture and equipment and intangible assets € (thousand) Office furniture and equipment Intangible assets Total 2001 2000 – 23,986 – 4,720 – 28,706 – 15,677 – 2,599 – 18,276 (28) Other operating result The Other operating result primarily comprises income from tax consolidations, income from recoverable input taxes and income from the writing-back of provisions. Other details on taxes and tax consolidation can be found in these notes on page 60 ff. € (thousand) Other operating expenses Payments to settle customers' complaints/provisions for process risks in direct brokerage business Depreciation of goodwill Sundry expense items Other operating income Income from recoverable input taxes Income from the writing-back of provisions and accruals Income from tax consolidation Sundry income items Total 2001 2000 – 6,146 – 2,305 – 2,043 – 1,798 12,805 2,630 1,465 4,153 4,557 6,659 – 5,768 – 3,288 – 1,761 – 719 5,803 3,810 487 0 1,506 35 65 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (29) Extraordinary result and restructuring costs Due to restructuring decisions relating to our subsidiaries, the comdirect bank Group's extraordinary result and restructuring costs comprises the following expenses and income: € (thousand) Extraordinary expenses extraordinary depreciation of goodwill extraordinary depreciation on investments extraordinary depreciation on intangible and fixed assets Restructuring costs (especially personnel costs and expenses arising from current contracts) Costs of disposal/liquidation Sundry expenses Extraordinary income Proceeds from disposal Total 2001 2000 – 98,340 – 25,924 – 10,500 – 21,196 – 21,575 – 17,398 – 1,747 76 76 – 98,264 0 0 0 0 0 0 0 0 0 0 All the effects on net profit of the closure of comdirect S.p.A. and the disposal of comdirect S.A. are included in this item. (30) Taxes on income € (thousand) Current taxes on income Deferred taxes Total 2001 2000 – 906 10,983 10,077 32,048 – 8,677 23,371 Transitional presentation of income taxes € (thousand) Profit from ordinary activities multiplied by the German income tax rate of 36.93% = calculated income-tax expenses in part financial year – effects of different domestic tax rates on current income taxes and deferred taxes – effects of different income-tax rates in the various countries where group companies based + amortisation of goodwill + effects of taxes on income in previous years + effects due to extraordinary results + effects on deferred taxes on losses carried forward – effect of consolidation measures – other causes Total 66 2001 – 150,580 – 55,609 623 2,109 10,311 2,149 75,392 8,816 27,586 664 10,077 (31) Cash reserve Cash reserve breaks down as follows: € (thousand) Cash on hand Balances with central banks Total 31.12.2001 31.12.2000 232 71,773 72,005 131 384 515 The minimum reserve requirement to be met at the end of December 2001 totalled € 44,756 thousand (2000: € 40,690 thousand). (32) Claims on banks Total € (thousand) 31.12.2001 31.12.2000 German banks Foreign banks Total 1,600,166 83,946 1,684,112 959,357 47,120 1,006,477 Due on demand 31.12.2001 31.12.2000 1,098,541 46,446 1,144,987 291,935 47,120 339,055 Other claims 31.12.2001 31.12.2000 501,625 37,500 539,125 667,422 0 667,422 Claims on banks include foreign-currency amounts equal to € 39,310 thousand (2000: € 15,535). Claims on banks primarily consist of overnight money and fixed deposits (€ 1,634,874 thousand / 2000: € 964,015 thousand, incl. “occured interest”). (33) Claims on customers Claims on customers consist of: Total € (thousand) Claims on domestic customers Public-sector entities Private customers Claims on foreign customers Private customers Total Due on demand 31.12.2001 31.12.2000 Other claims 31.12.2001 31.12.2000 31.12.2001 31.12.2000 261,293 0 261,293 571,294 10,029 561,265 261,293 0 261,293 561,265 0 561,265 0 0 0 10,029 10,029 0 2,435 2,435 263,728 4,230 4,230 575,524 2,435 2,435 263,728 4,230 4,230 565,495 0 0 0 0 0 10,029 All claims on private customers are deemed to be due on demand. Claims on customers include € 250,603 thousand (2000: € 548,127 thousand) from loans to finance purchases of securities. These claims are loans secured by securities. In view of the concentration of loans, we point out that the original loan business is carried out with private customers only. Claims on customers include foreign-currency amounts equal to € 75 thousand (2000: € 15 thousand). 67 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (34) Provision for possible loan losses € (thousand) Balance 1 January Allocations Deductions of which utilised of which written back Exange-rate changes Provision for possible loan losses as of 31 December Credit default risks 31.12.2001 31.12.2000 General provisions 31.12.2001 31.12.2000 Total 31.12.2001 31.12.2000 – 3,149 – 4,215 2,459 103 2,356 0 – 1,254 – 2,151 256 45 211 0 – 31 0 0 0 0 0 – 31 0 0 0 0 0 – 3,180 – 4,215 2,459 103 2,356 0 – 1,285 – 2,151 256 45 211 0 – 4,905 – 3,149 – 31 – 31 – 4,936 – 3,180 The adjusted value of non-interest bearing non-productive claims amounts to € 4,943 thousand (2000: € 3,268 thousand). The comdirect Group made a direct write-down of € 222 thousand (2000: € 37 thousand) and recorded receipts on written-down claims in an amount of € 7 thousand (2000: € 11 thousand). The total balance of risk provisions for credit default risks breaks down as: € (thousand) German borrowers Foreign borrowers Total 31.12.2001 31.12.2000 – 4,831 – 74 – 4,905 – 3,137 – 12 – 3,149 (35) Trading assets Under this item, financial instruments acquired as part of the small trading portfolio are shown at fair value. In addition, derivative financical instruments assigned to trading with positive fair values and interest for the respective period appear here. € (thousand) Shares and other non-fixed interest Shares German securities Foreign securities Other non-fixed interest securities Positive market value attributable to derivate financial instruments Interest-rate derivatives Total There were no restrictions on the disposal of any of the trading assets as of the balance sheet date. 68 31.12.2001 31.12.2000 1,226 0 0 0 1,226 938 938 2,164 883 883 636 247 0 0 0 883 (36) Financial investments All the financial instruments shown under Financial investments are assigned to the “available for sale” category and are measured at fair value. € (thousand) Bonds and other fixed-income securities of the “available for sale” portfolio Bonds and notes issued public-sector borrowers issued by other borrowers Investments Shares and other non-fixed interest securities of the “available for sale” portfolio Holdings in subsidiaries Total 31.12.2001 31.12.2000 840,719 840,719 0 840,719 0 20,493 0 861,212 910,943 910,943 0 910,943 10,500 231,796 0 1,153,239 There were no restrictions on the disposal of any of the financial assets as of the balance-sheet date. Through a resolution of 31 December, 2001 the Wiesbaden lower regional court opened bankruptcy proceedings against the assets of Censio AG. We no longer expect a repayment of capital. For this reason, comdirect bank AG entirely wrote its investment in 2001. The impact of this write-off on the bank's net profit and loss is shown under the position Extraordinary result and restructuring costs. On the balance-sheet date, no write-downs were made due to permanent impairment on financial instruments measured at fair value. (37) Intangible assets € (thousand) Goodwill Other intangible assets Total 31.12.2001 31.12.2000 0 22,076 22,076 27,052 13,898 40,950 31.12.2001 31.12.2000 45,816 76,335 Changes in fixed assets are shown in schedule of assets (page 70, note 39). (38) Fixed assets € (thousand) Office and furniture equipment Changes in fixed assets are shown in schedule of assets (page 70, note 39). 69 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (39) Schedule of assets Fixed assets Software Other Intangible assets Other Goodwill Investments € (thousand) Book value as of 1 January 2001 Costs of acquisition/manufacture as of 1 January 2001 Additions 2001 Disposals 2001 Costs of acquisition/manufacture as of 31 December 2001 Cumulative write-downs as of 1 January 2001 Additions 2001 Disposals 2001 Cumulative write-downs as of 31 December 2001 Book value as of 31 December 2001 10,705 65,630 13,898 27,052 10,500 17,919 5,344 – 2,065 89,213 10,041 – 910 20,841 12,898 0 28,813 915 0 10,500 0 0 21,198 98,344 33,739 29,728 10,500 7,214 9,173 – 826 23,583 36,067 – 1,485 6,943 4,720 0 1,761 27,967 0 0 10,500 0 15,561 5,637 58,165 40,179 11,663 22,076 29,728 0 10,500 0 Additions to write-downs in 2001 relate to extraordinary write-downs of € 57.620 thousand. These are spread between the items goodwill, investments, fixed assets and intangible assets. (40) Other assets € (thousand) 31.12.2001 31.12.2000 Deferred items Sundry assets Total 5,693 12,507 18,200 1,211 14,472 15,683 31.12.2001 31.12.2000 8,494 4,013 12,507 9,446 5,026 14,472 Sundry assets comprise the following items: € (thousand) Claims on affiliated companies Other Total 70 (41) Liabilities to banks Total € (thousand) 31.12.2001 31.12.2000 German banks Foreign banks Total 0 0 0 1,918 1,760 3,678 Due on demand 31.12.2001 31.12.2000 0 0 0 0 0 0 Other liabilities 31.12.2001 31.12.2000 0 0 0 1,918 1,760 3,678 (42) Liabilities to customers Total € (thousand) Liabilities to domestic private customers Liabilities to foreign private customers Total Due on demand 31.12.2001 31.12.2000 Other liabilities 31.12.2001 31.12.2000 31.12.2001 31.12.2000 2,196,023 2,011,316 2,150,113 1,999,863 45,910 11,453 93,304 2,289,327 33,238 2,044,554 92,433 2,242,546 32,979 2,032,842 871 46,781 259 11,712 Foreign-currency amounts equal to € 28,846 thousand (2000: € 2,550 thousand). Through the deposit insurance scheme of the Association of German Banks, Cologne, each customer of comdirect bank AG is insured for deposits of up to € 233 millions. In addition, comdirect bank AG is a member of Entschädigungseinrichtung deutscher Banken GmbH. 71 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (43) Provisions € (thousand) Provisions for pensions and similar commitments Other provisions Total 31.12.2001 31.12.2000 1,775 49,576 51,351 1,337 4,391 5,728 The changes in provisions for pensions were as follows: € (thousand) Pension expectancies of active employees as of 1.1.2001 Utilised/ change Depreciation Allocation as of 31.12.2001 1,337 0 0 438 1,775 The allocations to pension provisions in 2001 break down as follows: 312 € (thousand) 95 € (thousand) 2 € (thousand) Service cost Interest cost Cost arising from changes in actuarial assumptions In the 2001 financial year, comdirect bank AG took over pension provisions of € 29 thousand due to staff recruitment. Actuarial gains and losses are amortised over three years (2001: 2 € thousand). Parameters Calculatory interest rate Changes in salaries Changes in pensions 31.12.2001 31.12.2000 31.12.1999 5.75 % 3.00 % 1.50 % 6.50 % 3.50 % 2.00 % 5.75 % 3.00 % 2.00 % Changes in other provisions: € (thousand) Provisions for staff Provisions for anniversary bonuses Provisions for non-income-related taxes Provisions for contingent losses Other provisions Total as of 1.1.2001 Utilised Depreciation Allocation as of 31.12.2001 2,277 87 145 0 1,882 4,391 1,757 33 0 0 851 2,641 324 45 0 0 815 1,184 2,033 32 877 44,234 1,834 49,010 2,229 41 1,022 44,234 2,050 49,576 Provisions for staff mainly relate to provisions for bonuses. The provisions for staff will probably be used in the 2002 financial year. 72 Changes in provisions for contingent losses break down as follows: € (thousand) Provisions for contingent losses Restructuring Other as of 1.1.2001 Utilised Depreciation Allocation as of 31.12.2001 0 0 0 0 0 0 0 0 0 44,234 39,890 4,344 44,234 39,890 4,344 The scale of the contingent losses for restructuring was measured on the basis of the information expected expenses that were available when the financial statements were prepared. (44) Tax liabilities Tax liabilities are comprised as follows: € (thousand) Current tax liabilities Provisions for income taxes Deferred tax liabilities Total 31.12.2001 31.12.2000 5,683 5,683 4,761 10,444 7,287 7,287 3,507 10,794 The provision for taxes on income includes tax liabilities for which no final formal assessment note has been received. Deferred taxes are attributable to temporary differences between the values assigned to assets and liabilites in the balance sheet according to IAS and the balance sheets prepared by Group companies in accordance with local tax provisions. Deferred tax liabilities were created in connection with the following balance sheets accounts: € (thousand) Provision for possible loan losses Trading assets Financial investments Intangible assets Fixed assets Provisions Equity Total 31.12.2001 31.12.2000 23 347 2,300 7,575 – 68 – 2,226 – 3,190 4,761 23 0 – 1,559 5,237 0 – 194 0 3,507 The domestic income tax rate used to compute deferred taxes is composed of the applicable tax rates effective in Germany for corporate income tax (25.0 %), plus the solidarity surcharge (5.5%) and the trade tax (14.3%) taken together. This yields a domestic income tax rate of 36.93%. 73 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (45) Subordinated capital € (thousand) Subordinated liabilities Profit-sharing certificates outstanding Total 31.12.2001 31.12.2000 6,391 10,226 16,617 6,391 23,008 29,399 The subordinated capital (€ 16,617 thousand) meets the requirements of supplementary capital as defined by Art.10, paragraph 5 (a) of the German Banking Act. The claims of creditors to repayment of these liabilities are subordinate to those of other creditors. Terms of subordinated liabilities: Start of maturity 1996 Amount € thousand Interest rate per 31.12.2001 Maturity date 6,391 3.549 % 2006 The interest rate on subordinated liabilities is fixed for three years from the beginning of the period, after which the interest rate is adjusted annually. During the financial year, comdirect incurred interest expenses on subordinated liabilities of € 317 thousand (2000: € 270 thousand). Interest is paid only insofar as such payments do not lead to an accounting loss. The claims of the holders of the profit-sharing certificates are subordinated to the claims of other creditors. Terms of the profit-sharing certificates: Start of maturity 1998 Amount € thousand Interest rate per 31.12.2001 Maturity date 10,226 6.000 % 2006 During the financial year comdirect incurred interest expenses on profit-sharing certificates of € 733 thousand (2000: € 1,221 thousand). This includes also interest expenses for profit-sharing certificates of € 12,782 thousand, which was repaid in 2001. As a net loss for the year is shown, the interest payment for the current profit-sharing right will not be made in the 2002 financial year. 74 (46) Maturities, by remaining lifetime Total Due on demand and unlimited in time Remaining lifetimes as of 31.12.2001 Up to Three months One to three to one year five years months More than five years € (thousand) Claims on banks Claims on customers Bonds and notes held in the available for sale portfolio Total Liabilities to banks Liabilities to customers Subordinated capital Total 1,684,112 263,728 1,144,987 263,728 339,125 0 50,000 0 150,000 0 0 0 840,719 2,788,559 0 2,289,327 16,617 2,305,944 20,873 1,429,588 0 2,242,546 0 2,242,546 51,362 390,487 0 20,052 0 20,052 163,860 213,860 0 24,844 0 24,844 501,083 651,083 0 1,885 16,617 18,502 103,541 103,541 0 0 0 0 Remaining lifetimes as of 31.12.2000 Due on demand Up to Three months One to and unlimited three months to one year five years in time months More than five years Total € (thousand) Claims on banks Claims on customers Bonds and notes – heldas financial investments Total Liabilities to banks Liabilities to customers Subordinated capital Total 1,006,477 575,524 339,049 565,495 414,620 10,029 102,559 0 150,249 0 0 0 910,943 2,492,944 3,678 2,044,554 29,399 2,077,631 0 904,544 3,678 2,032,842 12,782 2,049,302 99,423 524,072 0 5,019 0 5,019 269,574 372,133 0 4,729 0 4,729 459,608 609,857 0 1,964 0 1,964 82,338 82,338 0 0 16,617 16,617 75 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (47) Claims on/liabilities to affilated companies € (thousand) Claims on banks Liabilities to banks Subordinated capital Total 31.12.2001 31.12.2000 754,471 0 16,617 771,088 501,358 3,678 29,399 534,435 Fixedinterest gap € million Interest differential % points – 180 507 –3 2.12 – 0.34 – 0.35 31.12.2001 31.12.2000 1,291 1,117 174 1,117 1,536 1,387 149 1,387 517 317 283 854 303 230 (48) Interest-rate risks Fixed-interest assets € million interest in % Up to one year One to five years More than five years 2,704 258 20 4.00 4.42 5.25 Fixed-interest liabilities € million interest in % 2,524 765 17 1.88 4.08 5.60 (49) Number of employees at the end of the reporting period Group in Germany abroad At comdirect bank AG of which: in the call centre in the back office in other areas 76 (50) Segment reporting Segment reporting by geografical markets: comdirect Germany comdirect Europe, excluding Germany Group management/ others/ consolidation comdirect bank group total 72,610 – 2,074 70,536 91,719 – 29 344 159,767 9,241 12,044 – 215,311 – 203,267 1,261 – 204,528 0 – 204,528 1,473 0 1,473 1,299 0 0 64,550 – 786 – 62,564 – 28,204 – 90,768 8,816 – 99,584 0 – 99,584 0 0 0 0 0 0 0 – 1,796 – 1,796 145,251 143,455 0 143,455 0 143,455 74,083 – 2,074 72,009 93,018 – 29 344 224,317 6,659 – 52,316 – 98,264 – 150,580 10,077 – 160,657 0 – 160,657 16,425 20,248 0.9206 12,773 8,458 32.5025 241,633 229,933 6,474 69,038 247 2,043 248,354 301,014 1,932,769 2,252,532 92,304 44,795 – 8,000 – 8,000 2,017,073 2,289,327 € (thousand) Net interest income before provisions Provision for possible loan losses Net interest income after provisions Net commission income Trading profit Result from the securities portfolio (available for sale) Administrative expenses Other operating result Profit from ordinary activities Extraordinary result and restructurings costs Pre-tax profit Taxes on income After-tax profit Profit/loss atributable to minority interests Net income/Net loss Acquisition costs of segment assets Depreciation of segment assets Cost/Income ratio Segment earnings Segment expenses Segment assets Segment debts 29,198 28,706 1.2912 Allocation to the segments is based on the domicile of the subsidiaries or the consolidated company. 77 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (51) Other liabilities Rental and leasing agreements concluded by comdirect will lead to expenses of € 7,074 thousand during the 2002 financial year, € 9,216 thousand for each of the years 2003 to 2006, and € 6,170 thousand as of the year 2007. A job guarantee has been given to the city of Kiel. (52) Letter of comfort comdirect bank AG provides no general letter of comfort for the subsidiaries included in the consolidated financial statements. 78 (53) The company’s boards Supervisory board Klaus-Peter Müller (since of 10 May, 2001) Frankfurt am Main Chairman of the Supervisory Board Chairman of the Board of Managing Directors of Commerzbank AG, Frankfurt am Main Dr. Norbert Käsbeck (until 10 May, 2001 Chairman of the Supervisory Board) Frankfurt am Main Member of the Board of Managing Directors of Commerzbank AG, Frankfurt am Main Klaus Müller-Gebel Frankfurt am Main Deputy Chairman of the Supervisory Board Member of the Board of Managing Directors of Commerzbank AG, Frankfurt am Main Angelika Kierstein Quickborn Chairman of Staff Council of comdirect bank Aktiengesellschaft Commercial employee Maria Xiromeriti Quickborn Deputy Chairman of Staff Council of comdirect bank Aktiengesellschaft Commercial employee Vorstand Bernt Weber Christian Jessen Hans-Joachim Nitschke Dr. Andre Carls Dr. Franz-Georg Brune (since 10 May, 2001) Frankfurt am Main Co-manager of Frankfurt am Main main branch of Commerzbank AG, Frankfurt am Main Dr. Ferdinand Vogel (until 10 May, 2001) Frankfurt am Main Head of IT Development service department Director of Commerzbank AG, Frankfurt am Main Burkhard Graßmann Weiterstadt Member of the Board of Managing Directors of T-Online International AG, Weiterstadt 79 NOTES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2001 (54) Shares of comdirect bank AG Number of shares held by the boards: Members of the Board of Managing Directors Dr. Andre Carls Christian Jessen Hans-Joachim Nitschke Bernt Weber Members of the Supervisory Board Klaus-Peter Müller Klaus Müller-Gebel Dr. Franz-Georg Brune Burkhard Graßmann Angelika Kierstein Maria Xiromeriti 31.12.2001 700 0 200 0 500 150 0 0 0 0 100 50 31.12.2000 700 0 200 0 500 250 0 0 0 0 200 50 31.12.2001 90,000 13,500 25,500 25,500 25,500 0 0 0 0 0 0 0 31.12.2000 36,000 0 12,000 12,000 12,000 0 0 0 0 0 0 0 The number of options held to subscribe to comdirect bank AG shares breaks down as follows: Members of the Board of Managing Directors Dr. Andre Carls Christian Jessen Hans-Joachim Nitschke Bernt Weber Members of the Supervisory Board Klaus-Peter Müller Klaus Müller-Gebel Dr. Franz-Georg Brune Burkhard Graßmann Angelika Kierstein Maria Xiromeriti 80 (55) Remuneration and loans to board members The following remuneration was paid to members of the Board of Managing Directors and members of the Supervisory Board: € (thousand) 31.12.2001 31.12.2000 1,290 87 783 99 Board of Managing Directors Supervisory Boards Neither advance payments nor loans were extended. comdirect did not take on any contingent liabilities. Holdings Affiliated companies included in the consolidation: Domicile Share of capital held in % London/United Kingdom London/United Kingdom 100.0 100.0 GBP GBP 10,485 (1,00) Paris/France 99.3 EUR 13,064 Milan/Italy 100.0 EUR 6,374 Name comdirect ltd comdirect nominee ltd comdirect S.A. comdirect bank S.p.A. Equity in thousand Quickborn, 25 February 2002 The Board of Managing Directors Bernt Weber Christian Jessen Hans-Joachim Nitschke Dr. Andre Carls 81 AUDITOR’S CERTIFICATE comdirect bank Aktiengesellschaft We have audited the financial statements, voluntarily prepared by comdirect bank Aktiengesellschaft, consisting of the balance sheet, the income statement and the statements of changes in equity and cash flows as well as the notes to the financial statements and the management report for the financial year from 1 January to 31 December 2001. The preparation of the financial statements and the management report are the responsibility of the company’s legal representatives. Our responsibility is to express an opinion, based on our audit, whether the financial statements are in accordance with International Accounting Standards (IAS). We conducted our audit of the financial statements in accordance with German auditing regulations and generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW) as well as in accordance with the International Standards on Auditing (ISA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The evidence supporting the amounts and disclosures in the financial statements are examined on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the legal representatives, as well as evaluating the overall presentation of the financial statements We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit, the financial statements dated 31 December 2001 give a true and fair view of the net assets, financial position, results of operations and cash flows for the financial year in accordance with IAS. Our audit, which also extended to the management report prepared by the Board of Managing Directors for the financial year from 1 January to 31 December 2001, has not led to any reservations. In our opinion, on the whole the management report provides a suitable understanding of the company’s position and suitably presents the risks of future development. Hamburg, 26 February 2002 BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft 82 Rohardt Dr. Zemke (German public accountant) (German public accountant) comdirect bank group We have audited the consolidated financial statements, voluntarily prepared by comdirect bank Aktiengesellschaft, consisting of the balance sheet, the income statement and the statements of changes in equity and cash flows as well as the notes to the financial statements and the group management report for the financial year from 1 January to 31 December 2001. The preparation of the consolidated financial statements and the group management report are the responsibility of the company’s legal representatives. Our responsibility is to express an opinion, based on our audit, whether the consolidated financial statements are in accordance with International Accounting Standards (IAS). We conducted our audit of the consolidated financial statements in accordance with German auditing regulations and generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW) as well as in accordance with the International Standards on Auditing (ISA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. The evidence supporting the amounts and disclosures in the consolidated financial statements are examined on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the legal representatives, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit, the consolidated financial statements dated 31 December 2001 give a true and fair view of the net assets, financial position, results of operations and cash flows for the financial year in accordance with IAS. Our audit, which also extended to the group management report prepared by the Board of Managing Directors for the financial year from 1 January to 31 December 2001, has not led to any reservations. In our opinion, on the whole the group management report provides a suitable understanding of the group's position and suitably presents the risks of future development. Hamburg, 26 February 2002 BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Rohardt Dr. Zemke (German public accountant) (German public accountant) 83 REPORT OF THE SUPERVISORY BOARD In the 2001 financial year, the Supervisory Board carried out its duties under the law and the bank's statutes, supervising the conduct of the affairs of comdirect bank Aktiengesellschaft. The Board of Managing Directors provided the Supervisory Board with regular written and oral reports on the situation and development of comdirect bank Aktiengesellschaft and its subsidiaries comdirect ltd, London, comdirect S.A., Paris, and comdirect bank S.p.A., Milan, (until January 2001: comdirect services S.p.A.) and also on all the major business transactions, fundamental issues of business policy, management and corporate planning. The chairman of the Supervisory Board was given detailed reports on all the important events at the bank and within the Group. He received the minutes of the meetings of the Board of Managing Directors along with the relevant resolutions. In the interest of a steady flow of information and an exchange of opinion between the Supervisory Board and the Board of Managing Directors, he held regular discussions with the latter body. Regular meetings in 2001 The Supervisory Board met altogether five times in the course of the 2001 financial year. It also fulfilled its duties through the Presiding Committee, which was formed in 1999 from the midst of the Supervisory Board, and which was convened for one meeting in 2001. The reports, examination and consultations related to all significant business-policy issues, especially the planning of investments and the bank's medium-term development, its cost and income situation, the development of its subsidiaries and its equity investment in Censio AG, Oestrich-Winkel. The special events of the 2001 business year dealt with by the Supervisory Board were the cost-cutting measures adopted by comdirect bank AG on account of the persistently poor stock-market situation. Noteworthy in this connection are, for one thing, the decision to dispose of the subsidiaries in France and Italy, while maintaining expansion at comdirect ltd, London, and, for another, the introduction of short-time working at comdirect bank AG, initially for a period of six months starting on 1 October 2001. The Supervisory Board also discussed the development of the investment-banking division and the difficult situation of Censio AG. Wherever necessary under the law or the bank's statutes, the Supervisory Board approved the transactions submitted to it. The Supervisory Board commissioned the auditors elected by the AGM on 10 May, 2001, BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hamburg, to conduct the audit. Approval of the financial statements The financial statements, the books of account and the combined management report for comdirect bank AG and the Group (according to IAS) for the 2001 financial year have been examined by the auditors and carry their unqualified certification. The auditors' reports were made available to the members of the Supervisory Board in good time. The auditors took part in today's meeting dealing with the accounts, reported on the major findings of their audit and answered questions. The Supervisory Board has signified its agreement with the results of the audit. Within the scope of the legal provisions, it has examined the financial statements and the combined management report, and also the consolidated financial statements. 84 In view of the outcome of its examination, the Supervisory Board has found no cause for objections. At today's meeting, the Supervisory Board approved the financial statements presented by the Board of Managing Directors, which accordingly may be regarded as adopted. The report of the Board of Managing Directors on the bank's relations with affiliated companies was also submitted to the Supervisory Board, together with the related auditors' report. The Supervisory Board examined the report of the Board of Managing Directors. It concurs with its findings and also with those of the auditors' examination. After completing their examination, the auditors raised no objections to the report of the Board of Managing Directors and gave it the following unqualified certification: “After conducting our audit in accordance with professional standards, we confirm that 1. the actual details of the report are accurate, 2. the fees paid by the company for the transactions detailed in the report were not disproportionately high.” After completing its examination, the Supervisory Board finds no cause for objection to the concluding statement by the Board of Managing Directors concerning relations with affiliated companies. Changes in personnel With effect from 10 May, 2001, Dr. Norbert Käsbeck and Dr. Ferdinand Vogel resigned from the Supervisory Board. The Supervisory Board thanks the retired members for their active, constructive and successful cooperation. By the resolution of the AGM on 10 May 2001, Klaus-Peter Müller and Dr. Franz-Georg Brune were elected to the Supervisory Board to serve the remaining period of office of the members who had resigned from the Supervisory Board. The Supervisory Board elected Klaus-Peter Müller as its chairman. The Supervisory Board thanks the members of the Board of Managing Directors and the employees for their services and their committed efforts and also the employees' representatives for their sober and constructive cooperation in the interest of our company. Frankfurt am Main, 13 March 2002 The Supervisory Board Klaus-Peter Müller Chairman 85 STRUCTURE OF THE COMDIRECT GROUP comdirect bank AG, Quickborn 100 % comdirect ltd, London 99.3 % comdirect S.A., Paris 100 % 7.5 % comdirect bank S.p.A., Milan Group companies included in the consolidated financial statements Censio AG, Oestrich-Winkel Affiliated company in liquidation BOARD OF MANAGING DIRECTORS Bernt Weber Chairman of the Board of Managing Directors of comdirect bank AG responsible for Corporate Development, Communication & Branding, Public Relations and Investor Relations Christian Jessen Managing Director of comdirect bank AG responsible for Service, Customer Relationship Management and Controlling Dr. Andre Carls (since 30 April, 2001) Managing Director of comdirect bank AG responsible for Product Management & Investment Banking, Capital Markets & Investment Banking, Quality Management and Treasury Hans-Joachim Nitschke Managing Director of comdirect bank AG responsible for Information Technology, Human Resources & Organisation, Finance, Internal Audit and Legal Affairs/Compliance 86 FINANCIAL CALENDAR 25 March, 2002 Presentation of 2001 results / Analysts’ conference in Frankfurt 10 May, 2002 Annual General Meeting in CCH, Hamburg 10 May, 2002 Quarterly report I/2002 Mid-August, 2002 Quarterly report II/2002 Mid-November, 2002 Quarterly report III/2002 87 CONTACT comdirect bank Aktiengesellschaft Investor Relations Pascalkehre 15 · D-25449 Quickborn · Germany Telephone: +49 (0) 4106 / 704-19 66 · Fax: +49 (0) 4106 / 704-19 69 Internet: www.comdirect.de E-mail: [email protected] 88 DEVELOPMENT Volume of total assets under custody as at 31.12. (in € billion) Number of customers as at 31.12. (in thousand) Number of orders (in million) Index-based performance of comdirect share in 2001 (Index: 2 January, 2001 = 100%) Placed orders comdirect 2.1 100 10.3 2.3 80 1997 1998 2000 2001 6.6 4.5 1996 5.1 3.9 0.4 1997 1998 1999 1.1 1.1 0.9 1.1 0.3 0.4 3.0 1.6 60 40 1.8 2.3 1.5 1999 5.6 6.3 1.0 0.9 0.6 1996 7.0 1.5 2.6 114 165 109 61 31 73 226 277 8.7 2.2 NEMAX 50 120 9.0 8.9 Funds volume 15.3 10.2 Executed orders Deposit volume 615 649 Portfolio volume 539 577 Direct brokerage customers Total customers 20 0 2000 2001 1996 1997 1998 1999 2000 2001 Jan. Febr. Mar. April May June July Aug. Sept. Oct. Nov. Dec. The year 2001 at a glance KEY FIGURES Customer figures Total customers Direct brokerage customers Business unit figures Total assets under custody Assets under custody per customer Direct brokerage Placed orders Executed orders Order activity per account (average) Ratio of funds per executed order Order volume per executed order Securities turnover Portfolio volume of which – funds volume Portfolio volume per direct brokerage account Funds volume per direct brokerage account Group 2001 AG 2001 Group 2000 648,611 615,211 616,891 583,774 577,465 539,195 € million € 9,001 13,877 8,798 14,262 10,160 17,594 % € € million € million € million € € 8,692,108 6,565,206 11.4 6.1 3,053 20,045 6,699 1,093 10,889 1,777 7,919,669 6,260,156 11.2 6.3 3,003 18,800 6,553 1,089 11,225 1,865 15,310,536 10,323,367 27.0 3.7 3,545 36,599 8,111 1,127 15,043 2,090 Deposit business Deposit volume € million Deposit volume per customer € Financial figures Net commission income € thousand Net interest income before provisions € thousand Pre-tax profit € thousand Earnings per share € Balance-sheet total € million Equity € million Equity ratio % Cost-income-ratio* % Pre-tax return on revenues* % Employees figures Number of employees Employees full-time basis Direct brokerage accounts per employee full-time basis *without extraordinary result and restructuring expenses Group 2001 AG 2001 Group 2000 2,302 3,551 2,245 3,639 2,049 3,548 93,018 74,083 – 150,580 – 1.14 2,974,011 578,110 19.4 129.1 – 30.1 91,719 72,610 – 230,267 – 1.46 2,898,446 573,630 19.8 92.1 6.9 190,863 57,717 25,565 0.03 2,875,105 739,698 25.7 88.9 10.3 1,291 1,110 554 1,117 937 623 1,536 1,287 419 Our annual report is published in German and in English. In case of doubt, the German version is authoritative. Concept and realisation: CAT CONSULTANTS, Hamburg Annual Report 2001 comdirect bank Aktiengesellschaft comdirect bank Aktiengesellschaft Pascalkehre 15 D-25449 Quickborn Germany Telephone: +49 4106 / 704-0 Fax: +49 4106 / 704-11 00 Internet: www.comdirect.de E-mail: [email protected] Mobile WAP: wap.comdirect.de DIRECT BROKERAGE 2001 Annual Report 2001 comdirect bank Aktiengesellschaft – a company of the Commerzbank Group w w w. c o m d i r e c t . d e