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Solvency and Financial Condition Report (SFCR) CNP Assurances SA,

solo 2017

31 December 2017

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This Solvency and Financial Condition Report (SFCR) has been prepared in accordance with the public disclosure requirements of Articles 51 to 56 and 256 of Directive 2009/138/EC of the European Parliament and of the Council dated 25 November 2009 and the implementing rules contained in the Delegated Regulation dated 17 January 2015.

This report discloses the information referred to in Articles 292 to 298 and 359 to 371 of the Delegated Regulation and follows the structure set out in the Delegated Regulation's Annex 20.

It is a solo SFCR that addresses the operations of CNP Assurances SA only, without consolidating the operations of its main subsidiaries in France and abroad. In this report, these subsidiaries are treated as strategic investments without analysing their insurance commitments and their investment portfolios. Hereinafter, unless otherwise stated, "CNP Assurances" refers to the legal entity CNP Assurances SA.

This document covers the reference period from 1 January 2017 to 31 December 2017.

The report includes an executive summary, five sections (business and performance, system of governance, risk profile, valuation for solvency purposes and capital management) and a set of quantitative reports in the appendix.

This 2017 report was approved by CNP Assurances’ Board of Directors at its meeting on 27 April 2018.

It has also been submitted to France's banking and insurance supervisor (Autorité de Contrôle Prudentiel et de Résolution – ACPR).

A glossary of key terms is provided at the end of this document.

Introduction

2

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Contents

A. BUSINESS AND PERFORMANCE 8

A1. Business review 9

A2. Underwriting performance 17

A3. Investment performance 19

A4. Performance of other activities 22

B. SYSTEM OF GOVERNANCE 23

B1. Information on the system of governance 24

B2. Fit and proper requirements 31

B3. Risk management system 33

B4. Own risk and solvency assessment (ORSA) 37

B5. Internal control system and Compliance function 39

B6. Internal audit function 42

B7. Actuarial function 44

B8. Outsourcing 46

C. RISK PROFILE 49

C1. Underwriting risk 51

C2. Market risk 57

C3. Credit risk 64

C4. Liquidity risk 67

C5. Operational risk 69

C6. Other material risks 72

D. VALUATION FOR SOLVENCY PURPOSES 75

D1. Assets 76

D2. Technical reserves 82

D3. Other liabilities 88

D4. Alternative valuation methods 89

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E. CAPITAL MANAGEMENT 90

E1. Own funds 91

E2. Solvency capital requirement (SCR) and minimum capital requirement (MCR) 96

E3. Use of duration-based equity risk sub-module 99

E4. Differences between the standard formula and any internal model used 99

E5. Non-compliance with MCR and SCR 99

F. APPENDIX: QUANTITATIVE REPORTING TEMPLATES (QRTS) FOR

PUBLIC DISCLOSURE 100

S.02.01.02 – Balance sheet 101

S.05.01.02 – Premiums, claims and expenses by line of business 104 S.12.01.02 – Life and Health SLT Technical Provisions 106

S.17.01.02 – Non-life Technical Provisions 107

S.19.01.21 – Non-life Insurance Claims 108

S.22.01.22 – Impact of long term guarantees and transitional measures 109

S.23.01.22 – Own funds 110

S.25.01.22 – Solvency Capital Requirement (for undertakings on Standard Formula) 112 S.28.02.01 – Minimum Capital Requirement (Both life and non-life insurance

activity) 113

G. GLOSSARY 115

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5

Executive Summary

As an insurer, co-insurer and reinsurer, CNP Assurances provides its customers and partners with unique expertise in protection insurance and savings solutions. Thanks to a multi-partner, multi-channel business model, the Company’s solutions are distributed in France by its many banking and social economy partners.

CNP Assurances is France's leading personal insurer1.

Key figures

2017 2016 Change

Net new money (French GAAP) €22,948m €24,045m -5%

Net insurance revenue2 €1,669m €1,512m +10%

Value of new business3

€500m €230m +117%

Investment income and expenses4 €8,371m €8,085m +4%

Technical reserves (gross of reinsurance)5 €329.1bn €331.6bn -1%

Eligible own funds covering the SCR €27.1bn €24.9bn +9%

SCR €13.5bn €13.2bn +2%

SCR coverage ratio 201% 188% +13 pts

Eligible own funds covering the MCR €23.4bn €21.0bn +11%

MCR €6.1bn €6.0bn +2%

MCR coverage ratio 387% 354% +33 pts

Business and performance

CNP Assurances is stepping up its strategic diversification, in terms of both partnerships and products. The Company is continuing to refocus determinedly on the personal risk/protection insurance market and on the unit-linked segment of the savings market.

Premium income under French GAAP amounted to €22.9 billion in 2017, a decrease of €1.1 billion compared to 2016 that was due to a change in the partnership environment. New money invested in traditional savings products fell by 16.4%, while the flow of new money into unit-linked funds grew by 24.7%, reflecting the strategic focus on building this business.

In 2017, unit-linked products accounted for 21.8% of total savings premium income, representing a 6.1-point increase compared to the previous year.

1 Source: FFA 2016 data, June 2017.

2 Based on the IFRS consolidated financial statements.

3 Based on MCEV© measurement principles.

4 Based on QRT S.09 – Information on gains/income and losses in the period.

5 Based on Solvency II measurement principles.

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Significant events of the year included the merger of two wholly-owned subsidiaries, Préviposte and Investissement Trésor Vie (ITV), into CNP Assurances.

System of governance

CNP Assurances’ governance is organised around the Board of Directors, which determines the Company’s overall strategy and oversees its implementation, the Chief Executive Officer and the Executive Committee, whose members include the three Deputy Chief Executive Officers and ten other senior executives.

At its meeting on 13 April 2017, the Board of Directors re-appointed Jean-Paul Faugère as Chairman of the Board and Frédéric Lavenir as Chief Executive Officer.

The holders of the four key functions (risk management, compliance, actuarial and internal audit) report to the Chief Executive Officer.

These initiatives were part of the process of continuous improvement of our risk management and internal control systems conducted in cooperation with our partner networks. We consider that these systems are appropriate for our business model.

Risk profile

The risk profile shows that the Company's primary exposure is to market risk, which accounts for 60% of the solvency capital requirement (SCR) per risk. However, the Company's broad and diverse range of products has a significant diversification effect.

Interest rates recovered slightly in 2017 but nevertheless were still very low. We responded to the resulting increase in the Company’s exposure to persistently low rates by scaling back our investments in the bond market which we viewed as over-priced. This led to a small decrease in the proportion of insurance investments represented by fixed income securities and an increase in the amount held in cash.

In the term creditor insurance segment, 2017 was devoted to preparing for the application, as from 2018, of legislation giving insureds an annual right to switch to a different insurer. This new legislation may trigger a significant shift in the term creditor insurance market towards individual insurance products. Our response has been to adjust our offer and implement an appropriate system to track the cancellation risk on in-force term creditor insurance contracts.

Valuation of assets and liabilities

Assets and liabilities in CNP Assurances’ Solvency II economic balance sheet are measured in accordance with valuation and reserving policies approved by the Board of Directors. The main methods and assumptions used for the valuations are presented in section D.

Where appropriate, assets are measured at their value in the IFRS balance sheet audited each year by the Company’s Statutory Auditors.

Solvency II technical reserves gross of reinsurance amounted to €329.1 billion at 31 December 2017.

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Solvency capital requirement (SCR) and minimum capital requirement (MCR) coverage ratios

Efficient capital management is essential to ensure that the Company’s capital requirements are met. It is therefore part of the annual ORSA planning process and gives rise to the preparation each year of a five-year medium-term capital management plan that is submitted to the Board of Directors.

CNP Assurances' Solvency II own funds eligible for SCR calculations, based on the economic balance sheet, amounted to €27.1 billion at 31 December 2017. The total included €19.6 billion in basic own funds, classified as unrestricted Tier 1 capital (i.e., the highest-quality component of capital), and €7.5 billion in subordinated liabilities (of which a portion is covered by the grandfathering clause).

Its solvency capital requirement, calculated using the Solvency II Standard Formula without applying transitional measures, was €13.5 billion at 31 December 2017.

CNP Assurances’ Solvency II SCR coverage ratio at that date was 201%, a 13-point improvement versus end-2016 that was largely due to resilient financial markets and the shift in product mix towards unit-linked contracts. SCR coverage ratio calculations take into account the volatility adjustment provided for in Solvency II (Article 77 quinquies) which had a 3-point positive impact on the ratio at 31 December 2017.

CNP Assurances' Solvency II own funds eligible for inclusion in the MCR coverage ratio, based on the economic balance sheet, amounted to €23.4 billion at 31 December 2017. The total included €19.6 billion in basic own funds, classified as unrestricted Tier 1 capital (i.e., the highest-quality component of capital), and €3.8 billion in subordinated liabilities.

CNP Assurances' minimum capital requirement was €6.1 billion at 31 December 2017.

CNP Assurances' MCR coverage ratio at that date was therefore 387%.

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13

The best performances since 2010, with bond and equity prices rising in tandem

The favourable environment helped to keep share prices high, along with the prices of other assets. The MSCI World index gained 21 points, led by US equities (with the three benchmarks – S&P500, Dow Jones and Nasdaq – setting new records) and emerging market equities (which gained 32 points). European equities experienced mixed fortunes (the Euro Stoxx 50 Index gained 10% and the CAC 40 Index 13%), reflecting the impact of last year’s electoral periods and the euro’s appreciation against the dollar (with the exchange rate rising from 1.05 to 1.20). Equity prices as a whole were boosted by sharp rises in corporate earnings which exceeded the January consensus forecasts for the first time since 2010.

At the same time, the bond markets delivered a resilient performance despite fears concerning the United States’

fiscal policy. The markets’ positive performances were attributable to the narrower spreads resulting from institutional investors’ attempts to earn higher yields and to interest rate stability (European rates remained stubbornly low, with the ten-year European swap rate at around 0.85%, France’s 10-year OAT rate at close to 0.75%, and the US 10-year Fed Funds rate at around 2.45%). High yield debt funds generated yields of 5% to 7% while the average yield on emerging market debt was 10%. More generally, volatility in the bond and equity markets was extremely low, with the VIX Dow Jones implied volatility index at 10% and the V2X Euro Stoxx 50 implied volatility index at 12%, despite last year’s electoral periods and geopolitical tensions.

A fall in the dollar which had a significant impact on geographic performance

The main surprise of 2017 came at the end of the year when the US dollar lost 14% against the euro and 6% against the Chinese yuan, confounding consensus forecasts made in January. The fall in value of the US currency was due to the setbacks experienced in implementing the reforms announced by the Trump administration. The markets were not affected, but the weak dollar led to differences in performance between regions, to the detriment of Europe amongst others. Of particular note was the Brazilian currency’s 14% fall against the euro.

5.2. Significant events for CNP Assurances

Merger of Préviposte and ITV into CNP Assurances

As of 1 January 2017, Préviposte, which was licensed to write class 20 lines (life insurance and death benefits) and class 24 lines (endowment insurance), and Investissement Trésor Vie (ITV), which was licensed to write class 24 lines, were both wholly-owned subsidiaries of CNP Assurances. They were originally created to manage the bons de capitalisation endowment insurance contracts sold by La Banque Postale and the Trésor Public network, on behalf of CNP Assurances which was not licensed to write class 24 lines until 1994. The purpose of merging them into CNP Assurances was to reduce the number of separate companies from three to one.

The proposed merger was authorised by France’s insurance supervisor, ACPR in its decision No. 2017-C-36 dated 11 September 2017 approving the transfer of the two subsidiaries’ insurance books, which was published in the French legal gazette Journal Officiel on 4 October 2017. As allowed by Article L.236-11 of the French Commercial Code, the simplified merger was backdated to 1 January 2017 for accounting and tax purposes.

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€5 billion worth of new investments announced in energy and environmental transition projects by the year 2021

To help limit global warming to 2°C at the end of the century, CNP Assurances has announced €5 billion in new investments in support of the Energy and Environmental Transition (EET) between now and the end of 2021. The Company is adapting its equity investment strategy by aligning the management of its portfolios on indices favouring the Energy and Environmental Transition and is boosting its commitment to reducing their carbon footprint.

As a signatory of the Montreal Carbon Pledge in May 2015 and in keeping with COP 21, CNP Assurances undertook, among other things, to reduce the carbon footprint of its listed equity portfolios by 20% and reduce the energy consumption of its property assets, also by 20%, by the year 2020. In view of the results already achieved and the urgency of the climate challenge, CNP Assurances has decided to strengthen its initiatives by setting new targets.

The objective of reducing the carbon footprint of the companies held in its equity portfolio has been raised to 30% by 2021 compared to the 2014 baseline8.

Signature of a distribution and reinsurance agreement with Malakoff Médéric covering the self-employed professional and individual market segments

The Company’s Amétis network will offer Malakoff Médéric’s non-salaried and executive clients a comprehensive approach to personal and wealth protection strategies. The Amétis network comprises 220 advisers, including 86 with wealth management and personal protection certification, located throughout France and specialised in loyalty building through one-on-one advice and their ability to provide global protection solutions. This commercial partnership reinforces the multi-partnership strategy of CNP Assurances and its development efforts in the personal protection and wealth building market segments for professionals and individuals.

Via its distance selling platform, the partnership will enable Malakoff Médéric to increase its growth in the individual health and funeral insurance segments by providing access to the individual clients of CNP Assurances.

Caisse des Dépôts and CNP Assurances complete their acquisition of 49.9% of RTE

Caisse des Dépôts and CNP Assurances have completed the acquisition of a 49.9% indirect stake in RTE, after obtaining anti-trust approval of the deal.

One of the core aims of this investment is to support France's energy and environmental transition, in line with the Company's strategy as a responsible and long-term investor.

CNP Assurances with Open CNP at the 5

th

annual France Digitale Day

For the second consecutive year, CNP Assurances partnered France Digitale Day.

During France Digitale Day 2016, CNP Assurances announced a budget of €100 million for its Open CNP programme, to be spent over five years. This Open Innovation programme, an integral part of the insurer's digital strategy, aims to support the growth of innovative start-ups financially while developing win-win situations through partnerships.

8 On 22 February 2018, in the press release reporting its 2017 results, CNP Assurances announced that it was stepping up its commitment to reducing the carbon footprint of the equity portfolio, setting an objective of 0.25 teqCO2/€k invested by end-2021 (versus 0.33 teqCO2/€k invested). This represents a target reduction of 47% from the 2014 baseline, compared with the 30% target set in 2017 that is referred to in the press release reproduced here.

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In 2016, Open CNP completed three transactions, acquiring equity stakes in:

■ Lendix, the leading French crowd-lending platform for SMEs.

■ H4D, a leading provider of telemedicine solutions.

■ Alan, which offers start-ups and SMEs supplementary health insurance with 100% on-line direct underwriting.

In 2017, the Open CNP programme continued its support for start-ups by taking a stake in Stratumn, a leader in network solutions providing secure processing links between companies and their stakeholders via blockchain technology. Then most recently, it invested in MyNotary, the leading French collaborative platform designed to facilitate the co-construction of real property contracts on line.

Open CNP should eventually be in a position to provide support for between 15 and 20 start-ups.

Transfer of a portfolio of contracts to Arial CNP Assurances

On 15 December 2015, AG2R La Mondiale and CNP Assurances signed a framework partnership contract in the field of retirement savings. The strategic partnership, covering both retirement savings plans and employee benefit plans, is being led by a joint subsidiary named Arial CNP Assurances. Arial CNP Assurances combines the teams, resources and business portfolios of the two partners, and is aiming to become the leading company retirement savings plan provider. CNP Assurances and AG2R La Mondiale have demonstrated their support for the new venture, of which they own 40% and 60% respectively, by agreeing to reinsure the contracts sold by Arial CNP Assurances.

The partnership contract covered the following main aspects:

■ Contribution of each of the partners' group pensions contracts (traditional and unit-linked funds). The contributions were subject to the condition precedent of the signature of a reinsurance treaty between the partnership vehicle, Arial CNP Assurances, and each partner, with each transferred contract being reinsured on a 100% basis.

■ A commitment to reinsure the new business written by Arial CNP Assurances, pro rata to each partner's ownership interest.

The transfer by CNP Assurances to Arial CNP Assurances of a portfolio of group pensions contracts (traditional and unit-linked funds) was authorised by France’s insurance supervisor, ACPR, on 11 September 2017 (decision 2017-C- 35 published in the French legal gazette Journal Officiel, edition 0252 dated 27 October 2017), allowing the project to be implemented.

The transfer was backdated to 1 January 2017 and all transactions carried out by CNP Assurances in respect of the transferred portfolio were considered as having been carried out by Arial CNP Assurances as from that date for accounting and tax purposes.

The transfer concerned (i) a portfolio of company retirement savings plans invested in both traditional and unit- linked funds representing liabilities of €4,013 million and (ii) unit-linked asset portfolios and mutual fund units with an equivalent value, transferred at net book value. The net assets (assets less liabilities) transferred by CNP Assurances amounted to €23.99. As consideration for the transferred net assets, CNP Assurances received one new Arial CNP Assurances share, credited as fully paid.

(16)

Elim of a

The 201 afte Elim paid tota To

“exc size Fren

€31

6.

As a in p Com Tota

In t prod netw sha acco cred with La B dive and

mination o a 30% exce

2018 Finan 2 and payab er France’s Co mination of th d in prior yea al of €69.4 m

help offset t ceptional” su

of its busin nch income .5 million co

Parent c

an insurer, co protection in mpany’s solu

al premium i

he individua ducts throug work (BPCE reholders, w ounted for 5 ditor insuran h BPCE, in li Banque Posta ersification to technical re

of the con eptional s

ce Act has e ble by French

onstitutional his surtax wi ars. In additio

illion includin the negative urtax payable ness (in term

tax liability mpared to th

company

o-insurer an nsurance an

tions are dis income unde

(In € Life

Non

TOTA

al insurance gh the banki group). As with a joint 36 53.5% of our nce business

ne with the ale, highligh owards unit- eserves comp

ntribution a urtax on F

eliminated th h companies Council held ll generate a on, the Com ng interest.

e effect on e by large co ms of premiu y and amou

he €63.1 mil

y busines

nd reinsurer, nd savings s stributed in F

er French GA

€ millions) With- Index Othe Healt Life r Healt -life Work Medi Incom AL

market, CN ng networks well as bein 6.25% stake i r Company's and growth strategy of hts of 2017 -linked funds pared with 2

additionne French cor

he 3% contrib s subject to c d the surtax

n annual sav pany has ob

public finan rporates (Am m income), unts to arou

lion refund o

ss review

CNP Assura solutions. T France by its AAP breaks d

-profits life in x-linked and er life insuran th insurance reinsurance

th reinsuran kers' compen

ical expense me protectio

NP Assurance s of our two ng distributio in CNP Assur 2017 premi in unit-linke our BPCE b included th s, which acco 016.

elle surtax rporate in

bution additi corporate inc to be uncon ving of some btained a refu

nces of these mended 2017 the surtax p und €94.6 of the 3% tax

w

ances provid Thanks to a many banki down as follo

nsurance unit-linked i nce

e

ce

nsation insur insurance on insurance

es focuses o long-standin

on partners rances. The t ium income ed pensions business uni he successfu ounted for a

on distrib come tax

ionnelle surta come tax tha stitutional in e €15 million und of the su

e refunds, t 7 Finance Ac payable by C million. This x on distribut

es its custom multi-partn ng and socia ows by busin

nsurance

rance

on the banc ng partners, s, La Banque two network (based on IF

business in t t. In the net ul launch of a significantl

buted earn in 2017

ax on distrib at pay divide n a ruling dat

for the Com urtax paid in

he French S ct dated 1 De CNP Assuran

s represents ted earnings

mers and pa ner, multi-ch al economy p ess segment

12 3 1 1 2

22

cassurance m La Banque P e Postale an ks, which hav FRS). Last ye the networks tworks cove new eurocr y higher pro

nings and

buted earnin ends (with so ted 6 Octobe mpany based the years 20

State has in ecember 201

ces will repr s an additio s (excluding i

rtners with u hannel busin partners.

t:

2017 2,522 3,812 1,977 1,341 2,271 5 129 511 382 2,948

model, mark Postale and t nd the BPCE

ve a deep pre ear saw the r s covered by red by the p roissance fun oportion of b

introduct

ngs introduce ome exceptio er 2017.

on the amo 013 to 2017 f

troduced a 17). Based on resent 30% o onal tax cos

nterest).

unique expe ness model,

keting insura the savings b E group are esence in Fra ramp-up of t y the partner partnership nds and fur both new mo

16

tion

ed in ons),

ounts for a

new n the of its st of

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ance bank also ance, term rship with rther oney

(17)

17

During the year, we continued to focus our development strategy on the wealth management segment, establishing new partnerships and continuing to offer innovative products to our various distribution partners, including private banking institutions, high street banks, family offices, asset management firms, brokers and independent financial advisors.

Since 2004, products have also been distributed via our own in-house network, Amétis, which has evolved into a social protection and wealth management expert serving the SME, micro-enterprise, self-employed and personal markets. It is growing the business by targeting its own portfolio of 280,000 individual customers and the customers of its partners, leveraging distribution agreements such as those signed with two employee benefits institutions, Klésia in 2016 and Malakoff Médéric at the end of 2017.

Leveraging our comprehensive range of supplementary pension and employee benefits products, we craft tailor- made solutions for the many companies, local authorities, non-profit organisations, mutual insurance companies and employee benefits institutions we count among our partners. CNP Assurances is currently leader in the long- term care sector where it offers compulsory and optional products that protect policyholders against the financial impact of a loss of independence. In an increasingly digital society where ties between generations are being stretched and transformed, we are developing guarantees, services and a distribution model that break the mould.

Lastly, CNP Assurances is one of the leading providers of term creditor insurance in France, partnering numerous banks, social economy lenders and mutual insurers.

A2. Underwriting performance

Business performance is tracked using various indicators, including the following:

■ Premium income, which is an indicator of underwriting volume.

■ Net insurance revenue (NIR), which measures the margin generated by insurance contracts before deducting administrative costs.

■ Value of new business (VNB), which measures estimated future profits from insurance policies written during the period.

In 2017, Préviposte and ITV were merged into CNP Assurances. The following discussion of the Company’s business performance in 2017 compared to 2016 takes into account the expansion of the Savings business base resulting from this merger.

1. Premium income

Premium income (French GAAP) generated by the CNP Assurances reporting entity amounted to €22.9 billion in 2016, down €1.1 billion on 2016. The change compared with 2016 by CNP Assurances business segment is presented below.

■ Savings new money in 2017 totalled €16.8 billion, representing €1.9 billion less than in 2016. The new partnership environment led to a €2.3 million decline in savings new money generated by one of the two main distribution partners. New money invested in traditional savings products fell by 16.4%, while the flow of new money into unit-linked funds grew by 24.7%, reflecting the strategic focus on building this business.

(18)

18

■ In 2017, unit-linked products accounted for 21.8% of total savings premium income, representing a 6.1-point increase compared to the previous year.

■ Pensions premium income was 21.3% higher at €1.6 billion, with the €0.3 billion in additional premiums corresponding mainly to a new group pensions contract.

■ Personal risk and health insurance premiums amounted to €1.7 billion, an increase of €0.3 billion compared to 2016 that primarily reflected new business written in 2017.

■ Term creditor insurance premium income totalled €2.8 billion, an increase of €0.1 billion or 5.7% compared with 2016 that was attributable to the extension of the BPCE partnership to include the Banques Populaires network and Crédit Foncier.

In the savings/pensions business, the Company reported a €5.4 billion net outflow of funds in 2017, with the net inflow into unit-linked funds only partly offsetting the net outflow from traditional contracts.

Net new money

(In € billions) 2017

Traditional contracts (7.7)

Unit-linked contracts 2.3

Total (5.4)

(19)

Net by g Net

€1,1 By c

€51 Net segm Savi Pers Tota

The incr volu mea

Valu Tota

A3

1.

The attr Prév Excl

Fixe

In 2 in 2 inve scal Euro

2. Net in

insurance re growth in per insurance 150 million.

contrast, net 9 million, ref insurance re ment (In € m ings/Pension sonal Risk/Pr al

3. Value

e value of n rease of 117 umes follow

asures to im

ue of new bu al

3. Inve

Descrip

market val ibutable to viposte and I uding unit-li

ed-income

2017, the inve 2016 and a m esting in the

ing back inve opean issue

nsurance

evenue total rsonal risk/p revenue fro

t insurance flecting grow evenue by bu millions)

ns

rotection ins

e of new

new busines 7.7%. Growt wing expans mprove loss r

usiness (In € m

estmen

tion of th

ue of the a growth in u ITV into CNP nked portfol

e portfolio

estment foc more attract credit mark estment in b es accounted

e revenu

lled €1,669 m protection ins

om the sav

revenue fro wth in premiu

usiness

surance

business

ss written in th drivers in ion of the d ratios on em

millions)

nt perfo

he asset

sset portfoli unit-linked p P Assurances

lios, changes

os

us was on so tive risk/retu ket, adding t bonds rated B

d for 90% of

e

million in 201 surance busi ings and pe

om personal um income a

s

n 2017 was ncluded favo

distribution mployee ben

orman

portfolio

io increased portfolios, in

(for €7.9 bill s in the vario

overeign deb urn ratio tha o our portfo BBB or lower f bond purch

17, represen iness.

ensions bus

risk/protect and stable re

2017 1,150 519 1,669

s €500 milli ourable eco base, incre nefits busine

2017 500

ce

o

d by nearly € n line with

lion).

ous asset clas

bt (mainly Fr an the credi olio of AA-ra

r.

hases and A

nting an incre

siness segm

tion insuran egulatory disc

2016 1,163 363 1,525

on versus € onomic cond eased unit-li ess.

2016 230

€9 billion or our strategy

sses were as

rench and Sp t market. W ted bonds, m

merican issu

ease of €144

ment was sta

ce business count rates.

Chan

+1 +1

€230 million ditions, high

nked sales

6 Change 0 +117.7%

r 3% in 201 y (for €2.8

follows:

panish), whic We maintaine maintaining

uers for 7%.

4 million or 9

able compa

was €156 m

nge -12 156 144

n in 2016, r her term cre and the po

e

%

7. Part of t billion), and

ch offered h ed our prud the AAA-rat

.

9.4% that wa

ared to 201

million highe

representing editor insura ositive impac

he increase d the merge

igher yields ent approac ted portfolio

19

s led

6 at

er at

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was er of

than ch to

and

(20)

20

We regularly use forward financial instruments to hedge policyholder and own-funds portfolios against the main market risks. At 31 December 2017, we held caps on a notional amount of €53 billion as a hedge against rising interest rates. The notional amount of hedges against equity risks totalled €7.8 billion at 31 December 2017, representing three times the end-2016 amount.

Diversified investments

The proportion of the total portfolio represented by diversified investments rose by 1.22% in 2017 (based on market values), mainly due to increased investment in real estate and listed equities.

Equities continued to offer an attractive yield of around 3%. The hedge fund portfolio has been wound down in recent years and no longer represents a significant asset class in the Company’s portfolio.

The Investments department regularly uses forward financial instruments to hedge policyholder and own-funds portfolios against the main market risks. The notional amount of hedges against equity risks totalled €7.8 billion at 31 December 2017, representing three times the end-2016 amount.

Concerning unlisted asset classes (property, infrastructure and private equity):

■ Property investments increased from 4.45% to 4.59% of total insurance assets. The low interest rates were an incentive to continue investing in this asset class, focusing mainly on commercial property.

■ Infrastructure investments were also increased in 2017 (by 0.27%) in response to the low interest rate environment.

■ In private equity, the best managers launched major fund raising exercises in 2017. Nearly €0.6 billion was invested in private equity during the year, increasing the Company’s net exposure to this asset class to

€4.5 billion at 31 December 2017.

(21)

2.

Inve QRT

Not and The

Investm

estment inco T S.09.01):

(in € m FIXED PORT

o/w M

o/w A secur

DIVE PORT

o/w E

o/w P

Total e: income fr

losses inclu €8.4 billion On the plus On the min portfolios.

ment inco

ome and ex

millions) D INCOME TFOLIOS

Money market

Asset-backed rities

RSIFIED TFOLIOS

Equities

Private equity

rom fixed-inc de impairme in investmen side, favour nus side, ve

ome and

xpenses for

Type Divide Intere Realis Total t Divide

Intere Realis Total Intere Realis Total Divide Rent Intere Realis Total Divide Rent Intere Realis Total Divide Rent Intere Realis Total Divide Rent Intere Realis

come funds ent moveme nt income re rable stock m

ry low inter

expense

r 2017 can

ends est

sed gains and ends

est

sed gains and

est

sed gains and

ends

est

sed gains and ends

est

sed gains and

ends

est

sed gains and

ends est

sed gains and

and propert ents.

corded in 20 markets, whic rest rates, w

es

be analyse

d losses

d losses

d losses

d losses

d losses

d losses

d losses

ty companie

017 was up o ch drove up d which led to

ed as follow

2 5,5 5,8

( (

1,5

2 7 2,5 7

1 9 7

1 5 1,5 1,7 5,7 7 8,3

es is qualified

on the 2016 t dividend inco

a 12% dec

ws for Solve

2017

245.8 3

556.9 5,8 16.7

819.5 6,3 1.5

(1.0) (11.5)

(11.0) (

11.4 0.0 11.4

528.4 1,3 40.0

205.0

778.5 2

551.9 1,7 736.4

0.0 59.3

197.5 (1

993.2 790.8 40.0 145.1 583.3 559.2 1, 774.2 1,6

40.0

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795.2 4

371.4 8,0

d as dividen

total, reflecti ome and rea cline in inter

ency II purp

2016 C

308.8 853.2 139.4 301.3 -

3.0 11.5 (48.5) (34.0) 39.0 4.0 43.0 372.7 +

42.4 102.4 + 266.1 + 783.6 + 737.7

0.0 69.8

159.8) +

647.8 +

630.4 +

42.4

32.6 +

378.7 +

084.1 + 681.5

42.4 955.5 405.5 + 084.9 +

d income an

ng:

alised capital rest income

poses (based

Change -63.0 -296.2 -122.6 -481.8 -1.6 -12.5 +37.0 +22.9 -27.6 -4.0 -31.6 +155.7 -2.4 +102.7 +512.4 +768.3 -1.4 0.0 -10.5 +357.2 +345.4 +160.3 -2.4 +112.5 +204.6 +475.1 +92.7 -2.4 -193.6 +389.7 +286.5

nd realised g

gains.

from the b

21

d on

gains

bond

(22)

3.

No g

A4

The

Gains a

gains or loss

4. Perf

contribution

nd losses

ses are recog

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n of other ac

s recogn

gnised direct

nce of o

ctivities was n

ised dire

ly in equity u

other a

not material

ectly in e

under French

activiti

in 2017.

quity in 2

h GAAP.

es

2017

22

(23)

B. System of governance

(24)

This It be pers This inte asse CNP ove asse iden As w assu app man Not gove leve

B1

1.

The the An o Reg

1

1.

The con The qua assu fulfi pro repo Insu

s section pre egins with a sons respon s is followed rnal risk and essments of P Assurances

rall quality essment and ntified risks.

with any ris urance that propriate for

nner.

e: CNP Assu ernance are el are also res

1. Info

Organis

current gov Company's s overview of t gistration Doc

1.1. Board

1.1 Main ro Board of D cerning the e Board appr lity and relia urance conce

lled jointly posals for su ort and the urance Super

sents CNP A a general de sible for the d by a descr d solvency a the internal s’ priority is of internal d manageme

sk managem possible we its business

urances is th inseparable sponsible fo

rmatio

sation of

vernance stru strategy and the organisa cument (sect

d of Direc

oles and res Directors det

efficient runn roves the fina ability of fina

erning the e with the m ubmission to

corporate g rvisor and th

Assurances' s escription of

system.

iption of eac assessments

control syste to constant control and ent processe

ment and in aknesses wi s model and

he parent co e from that o

r those funct

on on t

powers

ucture separ d overseeing ation of powe

tion 3 – Corp

ctors

sponsibilitie ermines the ning of the b ancial statem

ncial and oth ffectiveness embers of o the Board overnance r his Solvency a

ystem of gov the system

ch of the ke s, which are em and the o tly improve d risk mana es are adapte

nternal cont ill be elimina

provides re

ompany of t f the Group.

tions at solo

he syst

rates the pow its implemen ers is provide porate Gover

es of the Bo e business st business and ments of the her informat of the intern

Executive M for review a report, and v

and Financia

vernance.

of governa

ey functions a critical as outsourcing the quality agement in

ed in respon

trol system, ated. Nevert easonable as

the CNP Ass . In particula

level.

tem of

wers of the ntation, from ed below. Fo rnance).

oard of Dire trategy and d decides all m

Company a tion given to nal control a Management and approva validates the al Condition R

nce and the

defined in S pect of the managemen

of service p liaison with nse to chang

CNP Assura theless, CNP ssurance tha

surances Gro r, the person

f gover

Board of Dir m those of Ex or a detailed

ectors oversees its matters that nd the Grou shareholder and risk man t, who are

l. The Board e ORSA repo

Report.

e fit and pro

Solvency II, w risk manage nt process.

provided to p h its partne ges in its bus

ances’ system Assurances at its objectiv

oup and som ns responsib

rnance

rectors, whic xecutive Man description,

s implement concern CN p, and obtai rs and other nagement sys

responsible of Directors ort, the regu

oper policy a

with particu ement functi

policyholder ers. Whereve

siness enviro

m cannot p considers t ves are met

me aspects ble for key fu

ch is respons nagement.

refer to the

tation. It exa P Assurance ns assuranc r stakeholder ystems. Thes

for prepari s prepares t lar reports s

applicable to

lar emphasi ion, and inte

rs as well as er possible, onment and

provide abso hat its syste in a satisfac

of its system nctions at G

sible for deci

CNP Assura

amines all is es.

e concerning rs. It also obt e three roles ng matters he managem submitted to

24

o the

s on ernal

s the risk new

olute em is ctory

m of roup

iding

nces

sues

g the tains s are and ment o the

(25)

25

The Board fulfils other specific roles, such as authorising related party agreements governed by Article L.225-38 of the French Commercial Code, appointing executive directors, assessing their performance and determining their remuneration, allocating among Board members the directors' fees awarded by the General Meeting and calling General Meetings.

1.1.2Committees of the Board of Directors

Three Committees of the Board (the Audit and Risks Committee, the Strategy Committee and the Remuneration and Nominations Committee) help to prepare decisions of the Board within their clearly defined terms of reference.

These Committees facilitate Board decisions by performing the background analysis of technical issues.

1.2. Chairman of the Board of Directors

The Company has chosen to separate the position of Chairman of the Board of Directors from that of Chief Executive Officer to ensure a clear distinction between the Board's strategic planning, decision-making and oversight roles and Executive Management's role as the body responsible for running the business.

The Chairman ensures that the Board members respect the roles and prerogatives of Executive Management.

He makes sure the Board of Directors is kept permanently informed of all of the Company's activities and performances.

The Chairman organises and leads the work of the Board of Directors, calling meetings at least four times per year, or more frequently if warranted by circumstances. In 2017, the Board met nine times.

The Chairman oversees the transparency of decision-making processes, with a particular focus on the clarity, accuracy and completeness of information provided to the Board in respect of matters submitted for its decision.

He is closely involved in the Company's strategic management. He meets with the Chief Executive Officer every week (or more frequently if necessary) to receive information about material events and situations that concern the Company's strategy, organisation, major investment or divestment projects or other matters.

1.3. Chief Executive Officer

The Chief Executive Officer has the broadest powers to act in the Company’s name in all circumstances, subject to the restrictions on his powers and the financial authorisations decided by the Board of Directors, as set out in its internal rules which may be consulted on the CNP Assurances website9. The restrictions on his powers concern in particular acquisitions exceeding certain financial limits or that are not fully aligned with the strategy decided by the Board.

The Chief Executive Officer actively participates in Board Meetings and keeps the Board abreast of the day-to-day management of the Company and all significant events affecting the Company. He helps devise and update the strategy decided by the Board.

The Chief Executive Officer is responsible for managing day-to-day operations. A key concern of Executive Management is to ensure that internal operations comply with the policies and strategies decided by the Board and that the link between strategy and shareholder value is maintained.

9 http://www.cnp.fr/en/The-Group/Governance/Corporate-governance

(26)

The Offi The effe

1

The stra Chie The out man The Exec The segm It ov Com part are At le furt dep

2.

The Exec The and The resp Gro cove fram inve risk The dep in th

Chief Execu cers and the Chief Execu ectively run C

1.4. Execu

Chief Execu tegy decided ef Executive

Executive C initiatives a nagerial and Executive C cutive Office Committee ment, and al versees the mpany’s resu

ticularly focu key drivers o east one Exe

her assuran partment coo

Key fun

holders of t cutive Office y are regula challenges a e Risk Mana

ponsible for up’s risk ma ered by the mework to th estment guid profile base e Complianc partment ide

he following

utive Officer e members o utive Officer CNP Assuranc

utive Com

utive Officer h d by the Boa Officers and Committee m

and monitor operational Committee di er. Periodic m

e reviews bu lso examines consistency ults and fin uses on ensu of good corp ecutive Comm

ce of consist ordinates the

ctions

the four key er.

rly invited to associated w gement fun coordinating nagement st system and he different b delines and (i ed on the fou ce function ntifies, asses main areas:

r is assisted of the Execut and the De ces.

mmittee

has set up an ard of Direct

ten other se meets once a rs cross-func

skills within iscusses cros management

udgets, fina s proposed a y of action p ancial ratios uring the effic porate govern mittee mem tent strategi e operationa

functions (ri

o attend Boa with these fun

nction is pre g the risk ma trategy throu that the rel businesses t iv) delivers a ur-eyes princ n is present

sses and pre (i) business

in his man ive Committ puty Chief E

n Executive C ors. The Com enior executi a week. As w ctional proje an internal s ss-functiona t indicators a

ncial statem acquisitions.

plans implem s and review ciency of inte nance.

ber sits on th c manageme l manageme

sk managem

ard Meetings nctions.

esented in se anagement sy

ugh risk poli ated surveill hrough such preliminary iple.

ted in sectio events the oc

ethics (profe

nagerial and tee.

Executive Off

Committee t mmittee com

ives.

well as acting ects. It com structure.

l and strateg are used to tr ments, quart

mented by t ws the actio ernal control

he Board of ent across th ent of the int

ment, compli

s to provide

ection B3 be system. The d

cies and eco lance measu h measures a y opinion on

on B5 belo ccurrence of essional secr

d operationa

ficer and Fin

o lead the Co mprises the C

g in a strateg bines a ver

gic managem rack the Com terly risk re

he business on plans to l, internal au

Directors of he Group. In ernational su

ance, actuar

the Board w

low. It is run department onomic capit ures are effe as underwrit decisions wi

w. It is run f compliance recy and con

l duties by

nance Directo

ompany's op Chief Execut

gic planning y broad ran

ment issues f mpany's busi ports and p

units and s o be implem dit and risk m

f each of the n addition, th ubsidiaries.

rial and inter

with insight in

by the Grou (i) applies th al estimates ective; (iii) ro ting policies, th a significa

n by the Co risks, and p fidentiality, p

the Deputy

or are the tw

perations an tive Officer, t

role, it coord nge of techn

for final decis ness.

profit foreca

subsidiaries.

mented by t managemen

main subsid he Internatio

rnal audit) re

nto the risks

up Risk depa he risk appeti s; (ii) ensures lls down the delegations ant impact o

ompliance d provides advi prevention o

y Chief Execu

wo persons

d implemen the three De

dinates and nical, marke

sion by the C

asts by busi

. It monitors the Compan nt systems, w

diaries, provi onal Partners

eport to the C

s, responsibi

artment, whi ite defined in s that all risks e risk-accepta of authority n the Compa

department.

ice and guida of insider trad

26

utive

who

t the eputy

rolls eting,

Chief

ness

s the ny. It which

iding ships

Chief

lities

ch is n the s are ance y and any's

The ance ding,

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l’exclusion des fonds propres des autres secteurs financiers et des entreprises incluses par déduction et agrégation) R0520 23 713 191 15 899 651 2 792 630 4 025 505 995 406 Total

 Lastly, CNP Assurances’ objective is for the management of directly held equities to be aligned by the end of 2018 with indices that heavily weight contribution to the energy and

The Lyfe platform offers accredited online health services including the arrangement of medical appointments for employees, their parents or their children, a round-the-clock

Le rebond des marchés financiers à partir de mars 2009 (hausse de 22.3% du CAC 40 sur l’année 2009 pour atteindre 3936.33 points) associé à la baisse des taux d’intérêts