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ICMA Annual General Meeting and Conference
Programme and Agenda
May 18 to 20, 2016
The Convention Centre DublinDublin 1, Ireland
The annual gathering forthe international capital market
© Copyright by the International Capital Market Association(ICMA), Zurich, Switzerland, 2016.
All rights reserved.
No part of this publication may be reproduced or transmittedin any form or by any means without permission from ICMA.
3Index
1 Welcome Reception ......................................................................................... 4
2 Annual General Meeting ................................................................................... 6
3 Agenda of the Annual General Meeting ......................................................... 10
4 Candidates for the Elections to the Board ..................................................... 15
5 Auditor’s Report (ICMA Consolidated 2015 Financial Statements) ............... 27
6 ICMA Corporate Governance ........................................................................ 30
7 ICMA Consolidated 2015 Balance Sheet ...................................................... 37
8 ICMA Consolidated 2015 Income Statement ................................................ 39
9 Notes to the ICMA Consolidated 2015 Financial Statements ....................... 41
10 Auditor’s Report (ICMA Zurich 2015 Financial Statements) .......................... 56
11 ICMA Zurich 2015 Balance Sheet .................................................................. 59
12 ICMA Zurich 2015 Income Statement ........................................................... 61
13 Notes to the ICMA Zurich 2015 Financial Statements .................................. 63
14 Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee) .................................................................................. 76
15 The Board’s Composition and the Candidates nominated for the Elections to the Board (as of April 14, 2016) ................................................. 85
16 Conference Programme – Thursday, May 19, 2016 ...................................... 89
17 Gala Reception .............................................................................................. 92
18 Conference Programme – Friday, May 20, 2016 ........................................... 94
19 Conference Contact Details ........................................................................... 98
Index
Welcome Reception
1
5Welcome Reception
Welcome Reception
Wednesday, May 18, 201619:30 to 23:00
Museum of Modern Art (Royal Hospital Kilmainham)Military Road Kilmainham Dublin 8Ireland
For this year’s Welcome Reception, you are invited to join ICMA at the Museum of Modern Art (Royal Hospital Kilmainham).
During the evening, guests will be able to enjoy the beautifully landscaped gardens.
Coaches will depart from the front of the Clayton Hotel, the Gibson Hotel, the Spencer Hotel and the Marker Hotel at 19:00 and 19:15.
Coaches will return to the Clayton Hotel, the Gibson Hotel, the Spencer Hotel and the Marker Hotel, departing every 30 minutes from 22:00 until 23:00.
Dress code: smart casual
For security purposes, please ensure that you wear your name badge at all times.
1
Annual General Meeting
2
7Annual General Meeting
Annual General Meeting
Thursday, May 19, 201608:00 to approx. 11:30
The Convention Centre DublinSpencer DockNorth Wall QuayDublin 1Ireland
1. Registration for the elections to the board and the general meeting
Location: the registration desk is located on the first floor of The Convention Centre Dublin, outside Liffey Halls 1 and 2.
Time: 08:00 until 09:00
Voting delegates: must register for the board elections and the general meeting with the red admission card.
In exchange for the stub which will be detached from the admission card, voting delegates will receive
(i) unless already in possession, a blank ballot form for the board elections; and
(ii) a voting booklet (with fifteen voting slips).
Proxy holders: voting delegates carrying proxies for other members must also present an orange proxy form duly completed by each member wishing to be represented by a proxy at the board elections and the general meeting.
In exchange for the orange proxy ticket which will be detached from the proxy form, proxy holders will receive for each member represented by a proxy
(i) unless already in possession, a blank ballot form for the board elections; and
(ii) a voting booklet (with fifteen voting slips).
Delegates (other than voting delegates and proxy holders):
must register for the general meeting with the green admission card.
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8 Annual General Meeting
2. Elections to the board
Location: the voting station is located at the registration desk on the first floor of The Convention Centre Dublin, outside Liffey Halls 1 and 2.
Time: 08:00 until 09:00
The candidates: the curricula vitae of the candidates nominated by the nomination committee for the board elections, i.e.,
(i) the five candidates nominated to fill the five vacancies occurring on the board as a result of one-third of the total number of elected board members fixed in the current statutes retiring on May 19, 2016; and
(ii) the four additional candidates nominated to fill part of
the additional six vacancies on the board subject to the general meeting’s approval of the proposed increase of the number of elected board members by six in the statutes on May 19, 2016,
can be found on pp. 18 to 26 of the programme and agenda.
Annual General Meeting
9Annual General Meeting
Annual General Meeting
2
3. The general meeting
Location: the general meeting will take place in the auditorium on the third floor of The Convention Centre Dublin.
Time: 09:00 to approx. 11:30
The agenda: the agenda for the general meeting is on pp. 10 to 14 of the programme and agenda.
Seating arrangements: voting delegates and proxy holders are requested to sit in the front section of the meeting hall. Other delegates are requested not to sit in this section.
Voting: in line with past practice, voting on resolutions proposed for approval by the general meeting shall normally take place by a show of hands, with a request for voting delegates and proxy holders to clearly display their voting booklets.
Should voting on such resolutions require the use of one or more voting slips in the voting booklet, voting delegates and proxy holders will be instructed on how to use such slip(s) during the general meeting.
Agenda of the Annual General Meeting
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11Agenda of the Annual General Meeting
Agenda of the Annual General Meeting
08:00 to 09:00
Elections to the board
The persons nominated by the nomination committee and standing as candidates for the elections to the board and their respective curricula vitae are on pp. 15 to 26 of the programme and agenda.
The voting station is located at the registration desk on the first floor of The Convention Centre Dublin, outside Liffey Halls 1 and 2.
09:00
Introductory remarks by Spencer Lake, Chairman
09:15
1. Opening of the meeting
Spencer Lake, Chairman, and Thomas Hunziker, Company Secretary, to report
2. Tellers
Spencer Lake, Chairman, to report
The general meeting is requested to approve the tellers which will be proposed on May 19, 2016.
3. Minutes of the annual general meeting held on June 4, 2015 in Amsterdam and dated July 15, 2015
Thomas Hunziker to report
The minutes were sent to the principal delegates of all ICMA members on August 3, 2015.
The general meeting is requested to approve the minutes.
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12 Agenda of the Annual General Meeting
4. ICMA’s 2015 financial statements
Hans Stoter, Chairman of the audit, compliance and governance committee, to report
4.1 ICMA’s 2015 consolidated financial statements The balance sheet, income statement and notes for the year ended December 31,
2015 as well as the auditors’ report are on pp. 27 to 55 of the programme and agenda.
The general meeting is requested to approve ICMA’s 2015 consolidated financial statements as well as the auditors’ report.
4.2 ICMA Zurich’s 2015 financial statements
The balance sheet, income statement and notes for the year ended December 31, 2015 as well as the auditors’ report are on pp. 56 to 75 of the programme and agenda.
The general meeting is requested to approve ICMA Zurich’s 2015 financial statements as well as the auditors’ report.
5. Election of ICMA’s auditors for 2016
Hans Stoter, Chairman of the audit, compliance and governance committee, to report
The general meeting is requested to elect Ernst & Young AG, Zurich as ICMA’s auditors for 2016.
6. Chief Executive’s report
Martin Scheck, Chief Executive, to report
Agenda of the Annual General Meeting
13Agenda of the Annual General Meeting
3
7. Regions
Fabio Lisanti, Chairman of the committee of regional representatives, to report
8. Discharge to the board and the executive committee Spencer Lake, Chairman, to report
The general meeting is requested to grant discharge to the board and the executive committee for their activities in 2015.
9. Amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
Spencer Lake, Chairman, to report
9.1 Increase of the number of board members from 16 to 22 The proposals from the board are on pp. 76 to 81 of the programme and agenda.
The general meeting is requested
(i) to approve the amendment to the statutes required to be made as a result of the proposed increase of the number of board members from 16 to 22;
(ii) subject to its approval of the proposal under (i) above, to grant the nomination committee the authority to appoint two persons as additional board members, both for a term of office until the AGM 2017.
9.2 Addition of new categories of full member
The proposal from the board is on pp. 82 to 84 of the programme and agenda.
The general meeting is requested to approve the proposal.
Agenda of the Annual General Meeting
14 Agenda of the Annual General Meeting
Agenda of the Annual General Meeting
10. Elections to the board and the board’s composition following the elections
Thomas Hunziker to report
The board’s composition and the candidates nominated for the elections to the board (as of April 14, 2016) are on pp. 85 to 88 of the programme and agenda.
The general meeting is requested to note the board’s composition following the elections.
11. Any other business
Close of the meeting
Panel discussion on ICMA’s market practice and regulatory policy activities
Moderator: Paul Richards ICMA, Head of Market Practice & Regulatory Policy
Panellists: Martin Egan Chair of ICMA Primary Market Practices Committee
David Hopkins Chair of ICMA Legal and Documentation Committee
Godfried de Vidts Chair of ICMA European Repo and Collateral Committee
Ed Wells Chair of ICMA Regulatory Policy Committee
Close of morning agenda
Candidates for the Elections to the Board
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16Candidates for the Elections to the Board
Candidates for the Elections to the Board
On February 15, 2016 the secretariat notified the membership in writing that the nomination committee established under article 15 (1) of ICMA’s statutes and consisting of:
Spencer Lake HSBC Bank plc, LondonValerian Crasto DBS Bank Ltd., SingaporeMartin Egan BNP Paribas, LondonJoachim Heppe Commerzbank AG, Frankfurt am MainDenis Kozub Sberbank of Russia, MoscowBertrand de Mazières European Investment Bank (EIB), LuxembourgHenrik Theil Nordea Bank Danmark A/S, CopenhagenAlberto Zaffignani NATIXIS, Milan
nominated the following
(i) five candidates (for their CVs, see pp. 18 to 22 of the programme and agenda) for the board elections at the AGM (for the terms specified below), to fill the five vacancies occurring on the board as a result of one-third of the total number of elected board members fixed in the current statutes retiring on May 19, 20161):
Godfried De VidtsICAP Securities Limited, London(standing for an additional consecutive term of office of three years until the AGM 2019)
Sian HurrellRBC Europe Limited, London(standing for a first term of office of three years until the AGM 2019)
Roman SchmidtCommerzbank AG, Frankfurt am Main(standing for a first term of office of three years until the AGM 2019)
Yu SunBank of China Limited, London Branch, London(standing for a first term of office of three years until the AGM 2019)
Camilla TinariIntesa Sanpaolo S.p.A., Milan(standing for a first term of office of three years until the AGM 2019)
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1) No further candidates were proposed by the membership pursuant to article 15 (1) e) of ICMA’s statutes.
17 Candidates for the Elections to the Board
(ii) four candidates (for their CVs, see pp. 23 to 26 of the programme and agenda) for the board elections at the AGM (for the terms specified below), to fill part of the additional six vacancies occurring on the board subject to the general meeting’s approval of the proposed increase of the number of elected board members by six in the statutes on May 19, 20162):
Joanna CoundBlackRock Investment Management (UK) Limited, London(standing for a first term of office of three years until the AGM 2019)
John LangleyBarclays Bank PLC, London(standing for a first term of office of three years until the AGM 2019)
Marc Baigneres3)
J.P. Morgan Securities plc, London(standing for a first term of office of two years until the AGM 2018)
Marc Tempelman3)
Bank of America Merrill Lynch, London(standing for a first term of office of two years until the AGM 2018)
Candidates for the Elections to the Board
2) Subject to the general meeting’s approval of this increase, the general meeting will be requested to grant the nomination committee the authority to appoint two persons as additional board members (both for a term of office until the AGM 2017).
3) standing for a first term of office until the AGM 2018 in order to uphold the principle in the statutes, pursuant to which one-third of the number of elected board members shall retire at each AGM
18Candidates for the Elections to the Board
4
Godfried De Vidts Nationality: Belgian
Professional Experience:2006 – Present Director of European Affairs, ICAP Securities Limited, London
1987 – 2006 Trader in dealing room / last function global liquidity and collateral management, Generale Bank / later Fortis Bank, Brussels
1981 – 1987 Trader in all non-local products, National Commercial Bank OBU, Bahrain
1972 – 1977 Middle office function verifying process of trades into final booking process, Kredietbank, Brussel
Godfried De Vidts was appointed Director of European Affairs for ICAP plc in 2006. He advises on European financial and political issues and leads ICAP’s relationship with the European Commission and Parliament. In addition, he maintains regular contact with all of the European Central Banks and Treasuries. He works closely with ICAP’s electronic and voice broking businesses on product development and other key issues across Europe.
Godfried has worked in the financial markets since 1972, including involvement in FRAs, futures, options, money markets, forward FX, Euronotes and commerical paper. In 1995 he played a key role in the early development of the international and triparty repo markets and in 1999 became global head of liquidity and collateral management.
Additional Information:• Member of the ECB Contact Group on Euro Securities Infrastructures (Cogesi)
• Chairman of the European Repo and Collateral Council under the auspices of the International Capital Market Association (ERCC)
• Member of ESMA Secondary Markets Standing Committee Consultative Working Group
• Chairman of the Collateral Initiatives Co-ordination Forum (C.I.C.F.)
• Previously member of the Giovannini working group, Cesame 1 & 2, MOG, EGMI Group of the European Commission, CESR consultative panel
• Honorary President of ACI, the Financial Markets Association and of ACI Belgium
Candidates for the Elections to the Board
19 Candidates for the Elections to the Board
Sian HurrellNationality: British
Professional Experience: 2013 – Present Head of FIC, Europe, Royal Bank of Canada, London
2000 – 2013 Head of EMEA Sales – Financial Institutions, Royal Bank of Scotland, London
1998 – 2000 Director of FX Sales – Australian Institutions HSBC, Sydney
1995 – 1998 Director of Corporate Sales – FX, Interest rates, Money Markets, Royal Bank of Scotland, London
1993 – 1995 FX Sales – UK Corporate Team, HSBC, London
1991 – 1993 Graduate Trainee, HSBC, London
Education:1987 – 1991 B.A. (1st Class Hons), Leeds University Major in Russian and Management
10 O Levels, 4 A Levels
Additional Information:• Chair of FIC Europe Operating Committee
• Member of European Executive Committee
• Member of European Capital Markets Operating Committee
• Member of Global FIC Operating Committee
• Member of Diversity Committee
• Member of European Risk Committee
Candidates for the Elections to the Board
20Candidates for the Elections to the Board
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Roman SchmidtNationality: German
Professional Experience:2004 – Present Divisional Board Member Corporate Finance, Commerzbank AG, Frankfurt am Main
2000 – 2004 Global Head of DCM, Commerzbank AG, Frankfurt am Main
1997 – 1999 Managing Director, Global Co-Head of DCM, Barclays Bank Plc, London
1991 – 1997 Head of Capital Markets Germany, Deutsche Bank AG, Frankfurt am Main
1987 – 1991 Senior Bond Trader, Credit Suisse First Boston, London
1987 Bond Trader, Commerzbank AG, Frankfurt am Main
1985 – 1986 Bond Trader, WestsLB, Frankfurt am Main
Education:1984 – 1985 Military Service
1982 – 1984 “Qualified banker” after apprenticeship, WestLB, Düsseldorf
1982 Abitur
Additional Information:Married, father of four
Candidates for the Elections to the Board
21 Candidates for the Elections to the Board
Yu SunNationality: Chinese
Professional Experience:2013 – Present General Manager, Bank of China Ltd. London Branch, London
Chief Executive Officer, Bank of China UK Ltd., London
2012 – 2013 General Manager, Global Markets, Bank of China (Hong Kong) Ltd., Hong Kong
2010 – 2012 Deputy General Manager, Bank of China Shanghai Branch, Shanghai
2009 – 2010 Executive, Domestic Bond Investment, Bank of China Head Office, Beijing
2009 Executive, Financial Markets (Global Distribution), Bank of China Head Office, Beijing
2008 – 2009 Executive, Global Markets, Bank of China Head Office, Beijing
2005 – 2008 Head of Div. and Chief Dealer Treasury & Investment Management, Bank of China (Hong Kong) Ltd., Hong Kong
2004 – 2005 Head and Chief Dealer, Capital Market Div. Global Markets, Bank of China (Hong Kong) Ltd., Hong Kong
2002 – 2004 Head of Credit Portfolio, Global Investment, Bank of China Head Office, Beijing
1998 – 2002 Officer, Debt Capital Div. Financial Markets Business Dept. Bank of China Head Office, Beijing
Education:1995 – 1998 Master’s Degree of the World Economy, Nankai University
1991 – 1995 Bachelor’s Degree of Arts, Dongbei University of Finance & Economics
Candidates for the Elections to the Board
22Candidates for the Elections to the Board
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Camilla TinariNationality: Italian
Professional Experience:2015 – Present Head of Treasury Dept., CFO Area, Intesa Sanpaolo, Milan
2013 – 2015 Head of MLT Finance, Treasury Dept., Intesa Sanpaolo, Milan
2007 – 2013 Head of Funding, Group Finance Dept., Intesa Sanpaolo, Milan
2006 – 2007 Head of Funding, Finance Dept., Banca Intesa, Milan
2003 – 2006 Head of Structured Finance, Treasury and Finance Dept., Banca Intesa, Milan
2002 – 2003 Head of Proprietary Securitisation Desk, Investment Banking Division, Banca Intesa, Milan
2000 – 2002 Head of Strategic Capital Management, Strategic Development Dept., Banca Intesa, Milan
1998 – 2000 Head of Strategic Finance, Planning and Banking Research Dept., Banca Intesa, Milan
1996 – 1998 Capital Markets, Finance Dept., Banco Ambrosiano Veneto, Milan
1994 – 1996 Credit and Syndicated Loan Dept., Banco Ambrosiano Veneto, London Branch, London
1992 – 1994 Financial Analyst, Technical Secretariat and Economic Analysis, Banco Ambrosiano Veneto, Milanan1989 – 1992 Financial Analyst, Finance Department of Citifin, Citibank Group, Milan
Education:Degree in Business Administration, Banking and Finance, Bocconi University, Milan
Additional Information:2007 – Present Member of the AFME Securitisation Board
Candidates for the Elections to the Board
23 Candidates for the Elections to the Board
Joanna CoundNationality: British
Professional Experience:2009 – Present Head of Public Policy in Europe, BlackRock, London
Board member of European Capital Markets Institute, Brussels, EFAMA, Brussels, and Institutional Money Market Fund Association, London
Chair of Anglo-Irish Financial services Dialogue, London and Dublin
2003 – 2009 COO and Head of Sales, International Cash, BlackRock, London
2001 – 2003 Head of International Business Strategy, BlackRock, London
1997 – 2001 Head of European Retail Marketing Strategy, BlackRock, London
1996 – 1997 Associate Director, European retail business development, BlackRock, London
1995 – 1996 Product Development Manager, Fidelity International, London
1993 – 1995 Consultant, Braxton Associates, London
1990 – 1993 Marketing Manager, Citibank Privatkunden, Duesseldorf
1986 – 1988 Policy Advisor to MEP, Brussels
1985 – 1986 Stagiaire, European Commission, Brussels
Education:1988 – 1990 MBA, London Business School, UK
1984 – 1985 Masters, Advanced European Studies, Bruges, Belgium
1980 – 1984 Bachelor of Arts, European Studies, Loughborough, UK
Semester at University of Fribourg, Switzerland
Semester at Sorbonne IV, Paris, France
Additional Information: Married, mother of two, 1 dog
Candidates for the Elections to the Board
24Candidates for the Elections to the Board
4
John LangleyNationality: British
Professional Experience:2014 – Present Head of Global Finance and Risk Solutions Group, Barclays, London
2012 – 2014 Co-Head of Global Finance and Risk Solutions Group, Barclays, London
2010 – 2012 Global Head of Risk Solutions Group, Barclays, London
2006 – 2010 Head of Risk Solutions Group, EMEA, Barclays, London
2001 – 2006 Co-Head of Corporate Risk Management and Risk Advisory, Merrill Lynch, London
1996 – 2001 Global Head of FX Options Trading, Merrill Lynch, London
1994 – 1996 Head of FX Options Trading, EMEA, Banque Paribas, London
1990 – 1994 Various Fixed Income and Derivative trading roles Chase Manhattan Bank, London and New York
Education:1987 – 1990 M.A. (Hons) Natural Sciences, University of Cambridge, UK
1979 – 1986 Bishop Heber School, Chester, UK
Additional Information:2014 – Present Member of the Fellowship, The Sutton Trust
2010 – Present Board member, Nyumbani UK Charitable Trust
Candidates for the Elections to the Board
25 Candidates for the Elections to the Board
Marc BaigneresNationality: French
Professional Experience:2015 – Present Head of Western Europe Investment Grade Finance, J.P. Morgan, London
2007 – 2015 Managing Director, Head of Debt Capital Markets for France, Benelux and Switzerland, J.P. Morgan, Paris
2003 – 2007 VP/ED Debt Capital Markets France, J.P. Morgan, London
2000 – 2003 Associate, Debt Capital Markets, Credit Suisse, London
1998 – 2000 Debt Capital Markets, Credit Lyonnais, Paris
1997 – 1998 Equity Capital Markets, Credit Lyonnais, New York
Education:1993 – 1996 Master in Finance EM, Lyon, France
Candidates for the Elections to the Board
26Candidates for the Elections to the Board
4
Marc TempelmanNationality: French and Dutch
Professional Experience:2014 – Present Co-Head of Debt Capital Markets & Corporate Banking (EMEA), Bank of America Merrill Lynch, London
2012 – 2014 Co-Head of Financial Institutions Group, Investment Banking (EMEA), Bank of America Merrill Lynch, London
2009 – 2012 Head of Financial Institutions Group, DCM & Corporate Banking (EMEA), Bank of America Merrill Lynch, London
2007 – 2009 Co-Head of Financial Institutions Group, Debt & Equity Capital Markets (Americas), Bank of America Merrill Lynch, New York
1997 – 2007 Associate to Managing Director, Debt Capital Markets, Financial Institutions, Merrill Lynch, London
1994 – 1996 Associate, Debt Capital Markets, Société Générale, Paris
1993 French military service, officer training, ended service as a Lieutenant 2nd class
Education:1992 Graduated from the Ecole Supérieure de Commerce de Paris
Additional Information: Fluent English, French and Dutch, basic GermanMarried, father of three
Candidates for the Elections to the Board
Auditor’s Report (ICMA Consolidated 2015 Financial Statements)
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28Auditor’s Report (ICMA Consolidated 2015 Financial Statements)
Auditor’s Report (ICMA Consolidated 2015 Financial Statements)
Report of the Independent Auditor on the ICMA Consolidated 2015 Financial Statements to the General Meeting of the Members
International Capital Market Association, Zurich
As independent auditor, we have been engaged to audit the accompanying consolidated financial statements of the International Capital Market Association, which comprise the balance sheet, income statement and notes for the year ended December 31, 2015.
Responsibility of the Association’s Board
The board of the Association is responsible for the preparation of the consolidated financial statements in accordance with the consolidation and valuation principles as set out in the notes. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The board of the Association is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss Auditing Standards. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making these risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the existence and effectiveness of the entity’s internal control system.
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29 Auditor’s Report (ICMA Consolidated 2015 Financial Statements)
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended December 31, 2015 comply with the consolidation and valuation principles as set out in the notes.
Report on Other Requirements
We confirm that we meet the legal requirements on licensing according to the Swiss Auditor Oversight Act (AOA) and independence (article 728 of the Swiss Code of Obligations (CO)) and that there are no circumstances incompatible with our independence.
We recommend that the consolidated financial statements submitted to you be approved.
Zurich, February 29, 2016
KPMG AG
Michael Schneebeli Lucas NistorLicensed Audit Expert Licensed Audit Expert Auditor in Charge
Auditor’s Report (ICMA Consolidated 2015 Financial Statements)
ICMA Corporate Governance
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31ICMA Corporate Governance
ICMA Corporate Governance
Name, Duration, Domicile and Objectives
The International Capital Market Association (ICMA) is an association (Verein) pursuant to articles 60 to 79 of the Swiss Civil Code. It is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited. The Association is domiciled in Zurich (Switzerland) and registered in the Zurich Commercial Register.
The objectives of the Association are:
(1) to promote good relations among its members and to provide a basis for joint examination and discussion of questions relating to the international capital and securities markets and to issue rules and make recommendations governing their operations; and
(2) to provide services and assistance to participants in the international capital and securities markets.
Membership
Organisations which are banks, members of recognised stock exchanges, licensed dealers in securities, members of recognised security dealers’ associations, asset and fund managers, insurance companies or organisations which are affiliated to either a bank or a member of a recognised stock exchange may become members of the Association.
Organisations which do not qualify as members pursuant to the preceding paragraph but which have an important role in the international capital markets and which maintain close relations with the Association may become associate members of the Association.
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32 ICMA Corporate Governance
The General Meeting
The general meeting of the members is the supreme agency of the Association and it has, inter alia, the exclusive power:
(a) to amend the statutes by a majority of two-thirds of the votes present;
(b) to elect the board members and terminate their mandate;
(c) to elect the auditors;
(d) to approve the annual accounts;
(e) to determine the annual subscriptions to be paid by members; and
(f) to decide on the termination of the Association.
The quorum for the transaction of business at a general meeting is the presence of one half of the total number of votes (unless otherwise provided in the statutes). Each member (excluding associate members) has one vote. The general meeting shall carry resolutions by simple majority of the votes present (unless otherwise provided in the statutes).
ICMA Corporate Governance
33ICMA Corporate Governance
2015 20141) incl. regional chapter of Greece, Turkey, Cyprus and the Balkan States 9 92) incl. regional chapter of Latin America 5 4
The Regions
ICMA has a regional structure, comprising the fifteen regions (incl. two regional chapters) listed below.
Number of membersRegion 2015 2014
Africa 9 6
Asia Pacific 33 28
Austria, Eastern and South Eastern Europe1) 29 26
Belgium 12 12
France and Monaco 30 32
Germany 34 34
Iberia 12 12
Italy 16 16
Luxembourg 25 25
Middle East and North Africa 14 12
Netherlands 21 22
Nordic 32 30
Russia and other CIS countries 17 19
Switzerland and Liechtenstein 43 47
United Kingdom, Ireland and the Americas2) 156 147
483 468
Each region has its own regional committee which deals with specific regional matters.
The committee of regional representatives (comprised of the chairpersons of the regional committees) reports directly to the board of ICMA.
ICMA Corporate Governance
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34 ICMA Corporate Governance
The Board
The board performs a supervisory role and is not involved with the day-to-day management of the Association. Pursuant to ICMA’s statutes, the board consists of sixteen members, one of which is the Chief Executive. Board members do notreceive compensation from the Association (other than the Chief Executive). The overall attendance rate at board meetings for 2015 was 84% compared to 79% in 2014 and expenses incurred were CHF 63,202, compared to CHF 59,017 in 2014.
The board has established the following committees assisting the board in performing its supervisory role:
(a) the audit, compliance and governance committee which oversees compliance by the Association with all laws, rules and regulations applicable to it in order to enable the board to conduct appropriate supervision of the Association’s regulatory affairs and for overseeing, controlling and reporting on the budgetary process and financial control of the Association;
(b) the oversight committee which supervises the executive committee and any committee established by the executive committee; and
(c) the compensation committee which reviews and recommends the compensation of the Association’s senior executives to the board.
The Chief Executive
The Chief Executive is ICMA’s senior executive officer and its public representative carrying out the Executive President’s function pursuant to article 23 of the statutes. The Chief Executive, who is an ex-officio member of the board and chairs the executive committee, has overall responsibility for the Association’s executive management. The Chief Executive is appointed by, and reports to the board.
ICMA Corporate Governance
35ICMA Corporate Governance
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The Executive Committee
The executive committee has responsibility for the executive management and administration of the Association. The executive committee reports to the board through the Chief Executive.
Effective August 1, 2009, the board appointed Martin Scheck as Chief Executive.
The Chief Executive who chairs the executive committee appointed the following persons:
as members of the executive committee:Messrs. Leland Goss, General Counsel Mario Kessler, Head of Finance and Administration Allan Malvar, Head of Corporate Communications and Membership Paul Richards, Head of Market Practice and Regulatory Policy
as ICMA’s company secretary:Mr. Thomas Hunziker.
The executive committee has established a number of committees to assist it in the discharge of the Association’s functions. These are the membership committee, the market practices committee, the regulatory policy committee, the education committee, the asset management and investors committee, the SVT market committee, the financial institution issuer forum, the corporate issuer forum and the public sector issuer forum. The activities of these committees are subject to supervisory oversight by the board’s oversight committee and ultimately the board.
ICMA Corporate Governance
36 ICMA Corporate Governance
The European Repo and Collateral Council
ICMA’s European repo and collateral council (ERCC) which operates under the board’s ultimate oversight is the industry representative body responsible for promoting best market practice for the European repo market and providing education and information for the benefit of market participants. For many years, ICMA and the ERCC have sponsored the Global Master Repurchase Agreement (GMRA), the most predominantly used standard master agreement for repo transactions in the cross-border market. The ERCC has been conducting a semi-annual survey of the European repo market for the last 15 years and it is now regarded as the authoritative indicator of market size, structure and dominant trends.
The governing board of the ERCC is the European repo and collateral committee consisting of 19 individuals drawn from council member firms and elected by the ERCC on an annual basis.
The Auditors
The auditors are elected by the general meeting for a term of office of one year. After expiry of their term, they may be re-elected. Auditors may only be professional auditing firms. The auditors shall audit the accounts and examine the books of the Association. They are entitled to require such evidence as they deem appropriate. The auditors’ report shall be submitted by the board to the general meeting for approval.
KPMG AG were re-elected as auditors of the Association for 2015. The fees paid to KPMG AG for auditing the financial year 2015 of the Association and its London based subsidiary amounted to CHF 89,141, compared to CHF 91,178 for the financial year 2014.
ICMA Corporate Governance
ICMA Consolidated2015 Balance Sheet
7
38ICMA Consolidated 2015 Balance Sheet
7
Balance Sheetas at December 31
Notes 2015CHF
2014CHF
AssetsCurrent assets- Petty cash / cash at banks- Short-term receivables- Prepaid expenses / accrued income
89
9,454,125274,394369,709
6,243,583169,231308,291
Long-term assets- Financial assets- Tangible fixed assets
1011
14,715,611107,387
18,340,629168,750
Total Assets 24,921,226 25,230,484
LiabilitiesCurrent liabilities- Trade payables- Short-term liabilities- Accrued expenses / deferred income 12
233,479106,403
2,007,484
616,936114,823
1,413,633
Long-term liabilities- General long-term provisions 13 2,820,060 3,333,060
Total Liabilities 5,167,426 5,478,452
CapitalSurplus for the year 33,257 275,758
Translation difference (193,889) 30,509
Retained surplus at January 1 incl. translation difference from previous years
19,914,432 19,445,765
Total Capital 19,753,800 19,752,032
Total Liabilities and Capital 24,921,226 25,230,484
ICMA Consolidated 2015 Balance Sheet
ICMA Consolidated2015 Income Statement
8
40ICMA Consolidated 2015 Income Statement
Income Statementfor the year ended December 31
Notes 2015CHF
2014CHF
Income
Membership fees and services 14,15 11,825,194 11,222,805
Total income 11,825,194 11,222,805
Expenditure
Personnel expenses 16 (8,491,217) (8,397,235)
Other expenses 19 (3,078,975) (2,823,687)
Total operating expenses (11,570,192) (11,220,922)
EBITDA 255,002 1,883
Depreciation 11 (60,335) (73,517)
EBIT 194,667 (71,634)
Financial result 20 (122,812) 322,512
Extraordinary result 21 5,973 24,036
Surplus before taxes 77,828 274,914
Direct taxes (44,571) 844
Surplus for the year 33,257 275,758
8
ICMA Consolidated 2015 Income Statement
9
Notes to the ICMA Consolidated 2015 Financial Statements
42Notes to the ICMA Consolidated 2015 Financial Statements
1 Basis of preparation
The consolidated financial statements of the International Capital Market Association group (“ICMA Group”) have been prepared in accordance with the provisions of the Swiss Code of Obligations.
2 Company name, legal form, domicile
The International Capital Market Association (ICMA) is an association (Verein) pursuant to articles 60 to 79 of the Swiss Civil Code. It is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited. ICMA is domiciled in Zurich (Switzerland) and registered in the Zurich Commercial Register.
3 Basis of consolidation
The consolidated financial statements consolidate all group companies in accordance with the following basis of consolidation:
A subsidiary is a company which ICMA controls, directly or indirectly, with more than 50% of the voting rights. Companies in which the Association has an equity holding of between 20% and 50% (associated companies) which are held for the long-term are included using the equity method. Holdings of less than 20% are shown at purchase price less any value adjustments required.
Investments
Material investments of ICMA during 2015 and 2014 and the consolidation treatment applied are as follows:
Company Share capital(local currency)
Share premium(local currency)
Proportion capital held
of Share
Accounting treatment
GBP GBP Full
ICMA Ltd. 250,000 0 100% consolidation
Dormant wholly owned subsidiaries are not listed.
9Notes to the ICMA Consolidated 2015 Financial Statements
43 Notes to the ICMA Consolidated 2015 Financial Statements
4 Method of consolidation
The financial statements of subsidiaries are fully consolidated. Assets and liabilities, revenue and expenditure are incorporated in full. Capital consolidation is effected using the purchase method of accounting.
Intragroup transactions and balances are eliminated in the course of the consolidation.
5 Foreign currency translation
The reporting currency of the consolidated financial accounts is the Swiss Franc. Financial statements in other currencies are translated to Swiss Francs as follows: current assets, fixed assets and liabilities at the rate prevailing on the balance sheet date, capital and reserves at the historic rate. All income and expenditure items and the net annual result are translated applying the average rate for the year. Any differences arising from such translations are taken straight to group reserves in the form of translation differences with no impact on the income and expenditure account for the year.
Foreign currency positions in the accounts of consolidated group companies are translated as follows: foreign currency transactions at the rate on the date of the transaction; foreign currency balances at the rate prevailing on the balance sheet date. The resulting differences are disclosed as gain/(loss) from FX differences in the income and expenditure account.
Key exchange rates used are as follows:
GBP/CHF
Average rate 2015 1.470626
2014 1.506823
2013 1.449806
Rate at year-end 2015 1.475340
2014 1.549320
2013 1.472956
Historical rate 2.232100
Notes to the ICMA Consolidated 2015 Financial Statements
44Notes to the ICMA Consolidated 2015 Financial Statements
9
6 Provisions
A provision is made when there is a reasonable probability that based on current circumstances there will be a diminution in the resources of the ICMA Group.
7 Revenue recognition
Sales are recognised upon delivery of products or performance of services, net of sales taxes and after eliminating sales within the group. To the extent that payments are received in advance of service performance, or delivery of products, these are recorded as deferred income and released in line with the principle outlined above.
Notes to the ICMA Consolidated 2015 Financial Statements
2015CHF
2014CHF
8 Short-term receivablesAccounts due from members 483,845 433,395
Provision for doubtful debts (300,000) (355,000)
Sundry debtors 90,549 90,836
Short-term receivables 274,394 169,231
9 Prepaid expenses / accrued incomePrepaid expenses 225,386 117,303
Accrued income 144,323 190,988
Prepaid expenses / accrued income 369,709 308,291
45 Notes to the ICMA Consolidated 2015 Financial Statements
Notes to the ICMA Consolidated 2015 Financial Statements
10 Financial assetsMaturing in 2015
Barclays Bank Plc FRN GTD, 2.023% mature 20.01.2015; nominal GBP 100,000; covered 0 155,002
Nationwide Building Society FR MTN, 2.13% mature 23.01.2015; nominal GBP 100,000; covered 0 155,028
Caisse Francaise de Financement Local, 2.375% mature 11.03.2015; nominal CHF 1,000,000; covered 0 1,004,700
National Australia Bank FRN BDS, 1.98% mature 27.01.2015; nominal GBP 100,000; covered 0 155.056
Euro medium-term notes Rabobank Nederland NV, 2.75% mature 16.03.2015; nominal CHF 500,000; senior unsecured 0 502,650
BNP Paribas SA, 1.875% mature 25.03.2015; nominal CHF 1,000,000; senior unsecured 0 1,003,900
Pfandbriefbank, 1.125% mature 03.12.2015; nominal CHF 500,000; covered 0 505,100
Maturing in 2016
Euro medium-term notes Nordea Hypotek AB, 1.875% mature 07.06.2016; nominal CHF 1,000,000; covered 1,010,600 1,026,500
Euro medium-term notes Danske Bank AS, 1.625% mature 09.06.2016; nominal CHF 500,000; covered 504,900 511,500
2015CHF
2014CHF
46Notes to the ICMA Consolidated 2015 Financial Statements
9Notes to the ICMA Consolidated 2015 Financial Statements
Euro medium-term notes DNB Boligkreditt AS, 3.375% mature 13.07.2016; nominal CHF 500,000; covered 510,500 525,750
Euro medium-term notes HSBC Bank Plc, 1.875% mature 01.09.2016; nominal CHF 1,000,000; senior unsecured 999,400 999,400
Maturing in 2017
Kommunalbanken A/S, 2.875% mature 09.05.2017; nominal CHF 500,000; senior unsecured 523,000 534,775
Mortgage Pfandbriefe Erste Group, 3.25% mature 10.7.2017; nominal CHF 500,000; covered 520,500 540,750
Euro medium-term notes Credit Agricole Home Loan SFH, 1.75% mature 27.07.2017; nominal CHF 500,000; covered 517,750 523,000
Caisse Francaise de Financement Local, 3.5% mature 09.08.2017; nominal CHF 500,000; covered 531,000 546,125
Kassa-Obligationen Schwyzer Kantonalbank, 0.5% mature 23.08.2017; nominal CHF 500,000; 504,116 505,068
Caisse de Refinancement de l’Habitat, 1.125% mature 21.09.2017; nominal CHF 500,000; covered 512,750 513,750
Raiffeisen Schweizerische Genossenschaft, 1.75% mature 21.09.2017; nominal CHF 500,000; senior unsecured 514,250 517,000
Eurofima European Railroadmaterial Financing Company, 2.125% mature 10.11.2017; nominal CHF 500,000; senior unsecured 522,500 530,000
2015CHF
2014CHF
47 Notes to the ICMA Consolidated 2015 Financial Statements
Maturing in 2018
Euro medium-term notes AB Svensk Exportkredit, 3% mature 27.02.2018, nominal CHF 500,000; senior unsecured 537,750 546,750
Landwirtschaftliche Rentenbank, 2.5% mature 05.03.2018; nominal CHF 500,000; government guaranteed 534,000 540,000
ING Bank NV, 1.875% mature 29.08.2018; nominal CHF 500,000; covered 529,000 533,500
Euro medium-term notes HSBC SFH (France), 2.375% mature 07.09.2018, nominal CHF 500,000; covered 538,000 542,400
Euro medium-term notes Landshypotek Bank AB, 1.5% mature 24.10.2018; nominal CHF 500,000; covered 524,000 524,000
Euro medium-term notes Nederlandse Waterschapsbank N.V., 2.5% mature 27.12.2018; nominal CHF 500,000; senior unsecured 546,250 550,200
Maturing in 2019
Australia & New Zealand Banking Group Ltd., 1.5% mature 13.02.19; nominal CHF 500,000; covered 526,875 526,875
Euro Medium Term notes State of North Rhine-Westphalia, 2.25% mature 01.03.19; nominal CHF 500,000; government guaranteed 543,500 547,500
2015CHF
2014CHF
Notes to the ICMA Consolidated 2015 Financial Statements
48Notes to the ICMA Consolidated 2015 Financial Statements
9Notes to the ICMA Consolidated 2015 Financial Statements
Euro medium-term notes Bundesimmobilien Gesellschaft m.b.H., 3.25% mature 16.07.2019; nominal CHF 500,000; senior unsecured 562,250 570,250
Euro medium-term notes Ste Nationale des Chemins de Fer Francais SNCF, 2.375% mature 24.07.19, nominal CHF 500,000; senior unsecured 545,250 546,650
Svenska Handelsbanken AB, 1.25% mature 20.12.2019; nominal CHF 500,000; senior unsecured 510,500 510,500
Maturing in 2020
Oesterreichische Kontrollbank AG, OEKB, 2.75% mature 28.01.2020; nominal CHF 500,000; government guaranteed 561,000 561,000
Euro medium-term notes Deutsche Bahn Finance B.V., 1.75% mature 03.06.2020, nominal CHF 500,000; senior unsecured 531,000 531,000
Kreditanstalt fuer Wiederaufbau KFW, 2.25% mature 12.08.2020, nominal CHF 500,000; government guaranteed 554,950 554,950
Financial assets 14,715,591 18,340,629
2015CHF
2014CHF
49 Notes to the ICMA Consolidated 2015 Financial Statements
Notes to the ICMA Consolidated 2015 Financial Statements
2015CHF
2014CHF
11 Tangible fixed assetsOffice
equipment, fixtures
Computer equipment
Total Total
Net book value: Jan 1 157,689 4,459 162,148 72,251
Additions 1,096 4,478 5,574 170,016
158,785 8,937 167,722 242,267
Depreciation (52,734) (7,601) (60,335) (73,517)
Net book value: Dec 31 106,051 1,336 107,387 168,750
Net book value Jan 1, 2015 converted with 2015 year-end rate
50Notes to the ICMA Consolidated 2015 Financial Statements
9Notes to the ICMA Consolidated 2015 Financial Statements
12 Accrued expenses / deferred incomeAccrued expenses - Legal and consultancy - Other accruals (incl. foreseeable 2016 AGM costs)
800,149
889,019
486,357
618,263
Deferred income - Membership fees and services - Other deferred income
266,02552,291
182,900126,113
Accrued expenses / deferred income 2,007,484 1,413,633
13 General long-term provisionGeneral long-term provisions 2,820,060 3,333,060
General long-term provisions 2,820,060 3,333,060
A total of CHF 513,000 has been charged against General long-term provisions relating to the legal and other costs of inserting resolution stays into securities financing transactions documented under the Global Master Repurchase Agreement (GMRA).
2015CHF
2014CHF
51 Notes to the ICMA Consolidated 2015 Financial Statements
Notes to the ICMA Consolidated 2015 Financial Statements
14 Membership structureTier Type of member Annual fee1) No. of
membersNo. of
members
1 Global GBP 140,000 20 20
2a Large regional CHF 100,000 7 6
2b Domestic CHF 50,000 19 16
3 Ordinary CHF 17,500 321 314
Other members2) CHF 0 20 19
Group company members3) CHF 0 96 93
483 468
Branch entries CHF 2,500 8 8
SVT market committee (formerly known as Euro debt market AMTE Council)
Domestic EUR 10,000 19 19
Global EUR 5,000 0 0
19 19
2015 2014
1) basic fee plus additional contribution where applicable2) other members: associations of which ICMA is a member and where membership fees are mutually waived3) group company members: members which are part of a group of companies where one of the companies is either a tier 1, tier 2a or tier 2b member
52Notes to the ICMA Consolidated 2015 Financial Statements
9Notes to the ICMA Consolidated 2015 Financial Statements
15 Membership fees and servicesMembership fees 11,725,974 11,265,947
Subscriptions for ICMA products 82,780 93,407
Membership fees 11,808,754 11,359,354
AGM and Conference Income 659,536 542,780Expenditure (855,346) (714,961)
AGM and Conference (195,810) (172,181)
Education services Income 869,358 815,716Expenditure (557,453) (424,073)
Education services 311,905 391,643
Events and regional Income 94,225 100,637activities Expenditure (161,380) (214,295)
Events and regional activities (67,155) (113,658)
Debts written off and change in provision for doubtful debts (32,500) (242,353)
Other income (32,500) (242,353)
Total income 11,825,194 11,222,805
2015CHF
2014CHF
53 Notes to the ICMA Consolidated 2015 Financial Statements
Notes to the ICMA Consolidated 2015 Financial Statements
16 Personnel informationICMA and its subsidiary ICMA Ltd. had at year end 42 employees (previous year 40 employees) equivalent to 39.5 FTE’s (previous year 37.1 FTE’s) located in Zurich, London, Paris and Hong Kong.
17 Liabilities due to pension schemePension scheme liabilities 97,490 85,550
18 Compensation of ICMA’s executive committeeCompensation of ICMA’s executive committee 1,991,628 2,031,689
2015CHF
2014CHF
54Notes to the ICMA Consolidated 2015 Financial Statements
9Notes to the ICMA Consolidated 2015 Financial Statements
19 Other expensesOffice accommodation, maintenance, other expenses 920,051 889,672
Legal fees 488,835 422,959
Consultancy fees 349,978 352,336
Board expenses 63,195 59,017
Committee expenses 43,673 40,147
Audit fees 89,141 91,178
Communication and mail 172,256 164,245
IT/Website 178,953 123,351
Supplies, printing and other secretariat expenses 299,281 286,817
General promotion 421,281 348,441
Other taxes 52,331 45,524
Other expenses 3,078,975 2,823,687
20 Financial income and expensesInterest 321,498 395,481
FX (240,262) 74,655
Financial income 81,236 470,136
Interest expenses and bank charges (43,821) (59,878)Revaluation of securities (160,227) (87,746)
Financial expenses (204,048) (147,624)
Financial result (122,812) 322,512
2015CHF
2014CHF
55 Notes to the ICMA Consolidated 2015 Financial Statements
Notes to the ICMA Consolidated 2015 Financial Statements
21 Extraordinary income and expensesExtraordinary income 5,973 25,905Extraordinary expenses 0 (1,869)
Extraordinary result 5,973 24,036
22 Tangible fixed assetsTangible fixed assets are carried at purchase price less depreciation.
23 Financial assetsSecurities are valued at lower of cost or market value (LOCOM).
24 Significant post balance sheet eventsThere are no significant post balance sheets events.
25 Contingencies and commitmentsThere is committed expenditure in 2015 of CHF 2,207,802 non-cancellable lease contracts for premises occupied by ICMA: Zurich until 2020; London until 2020; Paris until 2017; Hong Kong until 2016.
Cash on deposit totalling CHF 97,902 in respect of the aforementioned lease contracts is lodged as a deposit at the relevant banks.
2015CHF
2014CHF
Auditors’ Report (ICMA Zurich 2015 Financial Statements)
10
57Auditors’ Report (ICMA Zurich 2015 Financial Statements)
Report of the Statutory Auditor on the ICMA Zurich 2015 Financial Statements to the General Meeting of the Members
International Capital Market Association, Zurich
As statutory auditor, we have audited the accompanying financial statements of the International Capital Market Association, which comprise the balance sheet, income statement and notes for the year ended December 31, 2015.
Responsibility of the Association’s Board
The board of the Association is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the Association’s statutes. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The board of the Association is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. These standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making these risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system.
10Auditors’ Report (ICMA Zurich 2015 Financial Statements)
58 Auditors’ Report (ICMA Zurich 2015 Financial Statements)
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended December 31, 2015 comply with Swiss law and the Association’s statutes.
Report on Other Legal Requirements
We confirm that we meet the legal requirements on licensing according to the Swiss Auditor Oversight Act (AOA) and independence (article 728 of the Swiss Code of Obligations (CO)) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the board of association.
We recommend that the financial statements submitted to you be approved.
Zurich, February 29, 2016
KPMG AG
Michael Schneebeli Lucas NistorLicensed Audit Expert Licensed Audit Expert Auditor in Charge
Auditors’ Report (ICMA Zurich 2015 Financial Statements)
ICMA Zurich 2015 Balance Sheet
11
60ICMA Zurich 2015 Balance Sheet
11
ICMA Zurich 2015 Balance Sheet
Balance Sheetas at December 31 Notes
2015 CHF
2014 CHF
AssetsCurrent assets - Petty cash / cash at banks - Short-term receivables - Prepaid expenses / accrued income
45
8,839,240228,955369,709
5,855,462110,947306,283
Long-term assets - Financial assets - Investments in subsidiaries - Tangible fixed assets
678
14,715,591381,00522,200
17,875,543381,00530,490
Total Assets 24,556,700 24,559,730
LiabilitiesCurrent liabilities - Trade payables - Short-term liabilities - Accrued expenses / deferred income
910
222,563312,686
1,810,849
223,856236,634
1,299,945
Long-term liabilities - General long-term provisions 11 2,820,060 3,333,060
Total Liabilities 5,166,158 5,093,495
CapitalSurplus for the yearRetained surplus at January 1
(75,693)19,466,235
170,97019,295,265
Total Capital 19,390,542 19,466,235
Total Liabilities and Capital 24,556,700 24,559,730
12
ICMA Zurich 2015 Income Statement
12
62ICMA Zurich 2015 Income Statement
12
ICMA Zurich 2015 Income Statement
Income Statementfor the year ended December 31 Notes
2015 CHF
2014 CHF
IncomeMembership fees and services 12,13 11,825,194 11,222,805
Total Income 11,825,194 11,222,805
ExpenditurePersonnel expensesOther expenses
1416
(3,865,853)(7,971,044)
(3,902,356)(7,494,942)
Total operating expenses (11,782,897) (11,397,298)
EBITDA 42,297 (174,493)
Depreciation on assets 8 (9,548) (3,570)
EBIT 32,749 (178,063)
Financial resultExtraordinary result
1718
(69,844)5,973
324,15424,036
Surplus before taxes (31,122) 170,127
Direct taxes (44,571) 843
Surplus for the year (75,693) 170,970
13
Notes to the ICMA Zurich 2015 Financial Statements
64Notes to the ICMA Zurich 2015 Financial Statements
1 Basis of preparationThe financial statements of the International Capital Market Association (ICMA) have been prepared in accordance with the provisions of the Swiss Code of Obligations.
2 Company name, legal form, domicileThe International Capital Market Association (ICMA) is an association (Verein) pursuant to articles 60 to 79 of the Swiss Civil Code. It is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited. ICMA is domiciled in Zurich (Switzerland) and registered in the Zurich Commercial Register.
3 ProvisionsA provision is made when there is a reasonable probability that based on current circumstances there will be a diminution in the resources of ICMA.
Notes to the ICMA Zurich 2015 Financial Statements
13
65 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
4 Short-term receivablesAccounts due from membersProvision for doubtful debtsSundry debtors
483,845(300,000)
45,110
433,395(355,000)
32,552
Short-term receivables 228,955 110,947
5 Prepaid expenses / accrued incomePrepaid expensesAccrued interest on securities
225, 386144,323
117,303188,980
Prepaid expenses / accrued income 369,709 306,283
2015CHF
2014CHF
66Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13
6 Financial assetsMaturing in 2015
Caisse Francaise de Financement Local, 2.375% mature 11.03.2015; nominal CHF 1,000,000; covered 0 1,004,700
Euro medium-term notes Rabobank Nederland NV, 2.75% mature 16.03.2015; nominal CHF 500,000; senior unsecured 0 502,650
BNP Paribas SA, 1.875% mature 25.03.2015; nominal CHF 1,000,000; senior unsecured 0 1,003,900
Pfandbriefbank, 1.125% mature 03.12.2015; nominal CHF 500,000; covered 0 505,100
Maturing in 2016
Euro medium-term notes Nordea Hypotek AB, 1.875% mature 07.06.2016; nominal CHF 1,000,000; covered 1,010,600 1,026,500
Euro medium-term notes Danske Bank AS, 1.625% mature 09.06.2016; nominal CHF 500,000; covered 504,900 511,500
Euro medium-term notes DNB Boligkreditt AS, 3.375% mature 13.07.2016; nominal CHF 500,000; covered 510,500 525,750
Euro medium-term notes HSBC Bank Plc, 1.875% mature 01.09.2016; nominal CHF 1,000,000; senior unsecured 999,400 999,400
2015CHF
2014CHF
67 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
Maturing in 2017
Kommunalbanken A/S, 2.875% mature 09.05.2017; nominal CHF 500,000; senior unsecured 523,000 534,775
Mortgage Pfandbriefe Erste Group, 3.25% mature 10.7.2017; nominal CHF 500,000; covered 520,500 540,750
Euro medium-term notes Credit Agricole Home Loan SFH, 1.75% mature 27.07.2017; nominal CHF 500,000; covered 517,750 523,000
Caisse Francaise de Financement Local, 3.5% mature 09.08.2017; nominal CHF 500,000; covered 531,000 546,125
Kassa-Obligationen Schwyzer Kantonalbank, 0.5% mature 23.08.2017; nominal CHF 500,000;
504,116 505,068
Caisse de Refinancement de l’Habitat, 1.125% mature 21.09.2017; nominal CHF 500,000; covered 512,750 513,750
Raiffeisen Schweizerische Genossenschaft, 1.75% mature 21.09.2017; nominal CHF 500,000; senior unsecured 514,250 517,000
Eurofima European Railroadmaterial Financing Company, 2.125% mature 10.11.2017; nominal CHF 500,000; senior unsecured 522,500 530,000
2015CHF
2014CHF
68Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13
Maturing in 2018
Euro medium-term notes AB Svensk Exportkredit, 3% mature 27.02.2018, nominal CHF 500,000; senior unsecured 537,750 546,750
Landwirtschaftliche Rentenbank, 2.5% mature 05.03.2018; nominal CHF 500,000; government guaranteed 534,000 540,000
ING Bank NV, 1.875% mature 29.08.2018; nominal CHF 500,000; covered 529,000 533,500
Euro medium-term notes HSBC SFH (France), 2.375% mature 07.09.2018, nominal CHF 500,000; covered 538,000 542,400
Euro medium-term notes Landshypotek Bank AB, 1.5% mature 24.10.2018; nominal CHF 500,000; covered 524,000 524,000
Euro medium-term notes Nederlandse Waterschapsbank N.V., 2.5% mature 27.12.2018; nominal CHF 500,000; senior unsecured 546,250 550,200
Maturing in 2019
Australia & New Zealand Banking Group Ltd., 1.5% mature 13.02.19; nominal CHF 500,000; covered 526,875 526,875
Euro Medium Term notes State of North Rhine-Westphalia, 2.25% mature 01.03.19; nominal CHF 500,000; government guaranteed 543,500 547,500
2015CHF
2014CHF
69 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
Euro medium-term notes Bundesimmobilien Gesellschaft m.b.H., 3.25% mature 16.07.2019; nominal CHF 500,000; senior unsecured 562,250 570,250
Euro medium-term notes Ste Nationale des Chemins de Fer Francais SNCF, 2.375% mature 24.07.19, nominal CHF 500,000; senior unsecured 545,250 546,650
Svenska Handelsbanken AB, 1.25% mature 20.12.2019; nominal CHF 500,000; senior unsecured 510,500 510,500
Maturing in 2020
Oesterreichische Kontrollbank AG, OEKB, 2.75% mature 28.01.2020; nominal CHF 500,000; government guaranteed 561,000 561,000
Euro medium-term notes Deutsche Bahn Finance B.V., 1.75% mature 03.06.2020, nominal CHF 500,000; senior unsecured 531,000 531,000
Kreditanstalt fuer Wiederaufbau KFW, 2.25% mature 12.08.2020, nominal CHF 500,000; government guaranteed 554,950 554,950
Financial assets 14,715,591 17,875,543
2015CHF
2014CHF
70Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13
7 Investments in subsidiariesWholly-owned subsidiaries with 100% voting rights:
International Capital Market Association Limited (ICMA Ltd.), London
381,005 381,005
Investments in subsidiaries 381,005 381,005
8 Tangible fixed assetsOffice
equipment, fixtures
Computer equipment
Total Total
Net book value: Jan 1 26,583 3,907 30,490 1,410
Additions 1,259 0 1,259 32,650
27,842 3,907 31,749 34.060
Depreciation (5,642) (3,907) (9,549) (3,570)
Net book value: Dec 31 22,200 0 22,200 30,490
9 Short-term liabilitiesOther payablesIntercompany payable (ICMA Ltd.)
12,977299,709
7,190229,444
Short-term liabilities 312,686 236,634
2015CHF
2014CHF
71 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
10 Accrued expenses / deferred incomeAccrued expenses - Legal and consultancy - Other accruals (incl. foreseeable 2016 costs)
778,019714,514
486,357504,575
Deferred income - Membership fees and services - Other deferred income
108,525209,791
182,900126,113
Accrued expenses / deferred income 1,810,849 1,299,945
11 General long-term provisionGeneral long-term provisions 2,820,060 3,333,060
General long-term provisions 2,820,060 3,333,060
A total of CHF 513,000 has been charged against General long-term provisions relating to the legal and other costs of inserting resolution stays into securities financing transactions documented under the Global Master Repurchase Agreement (GMRA).
2015CHF
2014CHF
72Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13
12 Membership structureTier Type of member Annual fee1) No. of
membersNo. of
members
1 Global GBP 140,000 20 20
2a Large regional CHF 100,000 7 6
2b Domestic CHF 50,000 19 16
3 Ordinary CHF 17,500 321 314
Other members2) CHF 0 20 19
Group company members3) CHF 0 96 93
483 468
Branch entries CHF 2,500 8 8
SVT market committee (formerly known as Euro debt market AMTE Council)
Domestic EUR 10,000 19 19
Global EUR 5,000 0 0
19 19
2015 2014
1) basic fee plus additional contribution where applicable2) other members: associations of which ICMA is a member and where membership fees are mutually waived3) group company members: members which are part of a group of companies where one of the companies is either a tier 1, tier 2a or tier 2b member
73 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13 Membership fees and servicesMembership fees 11,725,974 11,265,947
Subscriptions for ICMA products 82,780 93,407
Membership fees 11,808,754 11,359,354
AGM and Conference Income 659,536 542,780
Expenditure (855,346) (714,961)
AGM and Conference (195,810) (172,181)
Education services Income 869,358 815,716
Expenditure (557,453) (424,073)
Education services 311,905 391,643
Events and regional activities Income 94,225 100,637
Expenditure (161,380) (214,295)
Events and regional activities (67,155) (113,658)
Debts written off and change in provision for doubtful debts (32,500) (242,353)
Other income (32,500) (242,353)
Total income 11,825,194 11,222,805
2015CHF
2014CHF
14 Personnel informationAt year end ICMA had 15 employees (previous year 15) equivalent to 14.3 FTE’s (previous year 13.8) based in Zurich and ICMA’s representative offices in Paris and Hong Kong.
15 Liabilities due to pension schemeNo liabilities
74Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
13
2015CHF
2014CHF
16 Other expensesOffice accommodation, maintenance, other expenses 434,336 438,086
Legal fees 488,835 418,019
Consultancy fees 333,226 354,243
Board expenses 63,195 59,017
Committee expenses 43,673 40,147
Audit fees 71,493 76,110
Communication and mail 54,946 47,894
IT/Website 136,968 78,229
Supplies, printing and other secretariat expenses 81,296 83,958
General promotion 378,981 314,547
Membership fees 170,825 156,874
Intercompany service agreement with ICMA Ltd. 5,659,270 5,427,818
Other expenses 7,917,044 7,494,942
17 Financial income and expensesInterest 320,812 385,546
FX variation (188,533) 77,742
Financial income 132,279 463,288
Interest expenses and bank charges (42,171) (58,646)
Revaluation of securities (159,952) (80,488)
Financial expenses (202,123) (139,134)
Financial result (69,844) 324,154
75 Notes to the ICMA Zurich 2015 Financial Statements
Notes to the ICMA Zurich 2015 Financial Statements
18 Extraordinary income and expensesExtraordinary income 5,973 25,906Extraordinary expenses 0 (1,870)
Extraordinary result 5,973 24,036
19 Tangible fixed assetsTangible fixed assets are carried at purchase price less depreciation.
20 Financial assetsSecurities are valued at lower of cost or market value (LOCOM).
21 Significant post balance sheet eventsThere are no significant post balance sheets events.
22 Contingencies and commitmentsThere is committed expenditure in 2015 of CHF 870,596 non-cancellable lease contracts for premises occupied by ICMA. Zurich until 2020; Paris until 2017; Hong Kong until 2016.
Cash on deposit totalling CHF 97,902 in respect of the aforementioned lease contracts is lodged as a deposit at the relevant banks.
2015CHF
2014CHF
14
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
77Proposals from the Board for amendments to ICMA’s statutes
Proposals from the board for resolution by the general meeting
concerning
an amendment to ICMA’s statutes required to be made as a result of an increase of the number of board members from 16 to 22 (and related appointments of additional board members by the nomination committee)
Considering that:
1. Pursuant to ICMA’s current statutes
(i) the board consists of 16 members, 15 of which are normally elected by the general meeting1) and one of which, the chief executive, is appointed by the board (article 14 (1) and 23 (1) of the statutes);
(ii) the term of office of the 15 elected board members is three years. At each ordinary general meeting one-third of the 15 elected board members (i.e. five) must retire. Retiring board members may be re-elected for one additional consecutive term of office of three years (article 14 (2), para. 1 of the statutes);
(iii) the chief executive is an “ex-officio” board member during his tenure as chief executive (article 14 (2), para. 2 of the statutes).
2. The statutes stipulate that when considering the nomination of candidates for the board elections at the ordinary general meeting (AGM), the nomination committee’s selection of the candidates “must reflect a balanced representation in the board of:
- the geographical composition of the Association and the current importance in the international capital markets of particular regions or areas; and
- the various functions in the markets” (article 15 (1) c) of the statutes).
14Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
1) except in the case when a board member leaves the board prior to the expiry of his term of office and the nomination committee appoints a successor to the board who completes the predecessor’s term of office (article 14 (3) of the statutes)
78 Proposals from the Board for amendments to ICMA’s statutes
3. In recent years, ICMA has been broadening its scope in terms of constituencies, products and geographical areas. This development is reflected by the following:
- full members now also include issuers and investors;
- the range of products covered by ICMA is continuously expanding; and
- membership is growing beyond the traditional centers in Western Europe, notably in the Middle East and Africa, Russia and Asia Pacific.
4. In light of this development it is proving increasingly difficult to secure, as foreseen by the statutes, a balanced representation of all areas and functions of current relevance within ICMA by a board of 15 elected members only.
5. Following discussion, and taking into account the committee of regional representatives’ unequivocal endorsement, the board therefore unanimously concluded at its meeting on September 25, 2015 that the number of elected board members be increased from 15 to 21 and that the AGM be requested to approve the necessary amendment to article 14 (1) of the statutes with immediate effect.2) In the board’s view, the proposed increase of the number of elected board members by six will lead to a board composed again fully in line with the parameters defined by the statutes, enabling the representation of all current areas and functions of relevance within ICMA on the board. The proposed new total of 21 elected board members also permits to uphold the principle of the staggered board elections in the statutes (pursuant to which at each AGM one-third of the number of elected board members shall retire).
6. On page 81 of the programme and agenda for the AGM and Conference is the proposed amended version of article 14 (1) of the statutes stipulating that the board shall henceforth consist of 22 members (i.e. 21 board members elected by the AGM and the chief executive as an “ex-officio” board member).
7. On February 15, 2016 the secretariat notified the membership of the five candidates proposed by the nomination committee for the board elections at the AGM 2016 to fill the five vacancies occurring on the board as a result of one-third of the total number of elected board members fixed in the current statutes retiring on such date.
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
2) requiring a two-thirds majority of full members present at the AGM (article 11 (1) and 12 (1) of the statutes)
79Proposals from the Board for amendments to ICMA’s statutes
14
At the same time, the secretariat also notified the membership that, subject to the AGM’s approval of the board’s proposal to increase the number of elected board members by six, the nomination committee proposed four additional candidates for the board elections at the AGM 2016.
Prior to the secretariat’s notice mailed to the membership on February 15, 2016, fewer than six candidates had been proposed for the nomination committee’s consideration. Accordingly, subject to the AGM’s approval of the board’s proposal to increase the number of elected board members by six referred to above, and as members were informed on February 15, 2016, the board also proposes to the AGM to grant the nomination committee the authority to appoint two persons as additional board members, both for a first term of office until the AGM 2017, in due course.
As members were notified on February 15, 2016, in order to uphold the principle in the statutes, pursuant to which one-third of the number of elected board members shall retire at each AGM
- the first two of the four additional candidates listed on page 17 of the programme and agenda for the AGM and Conference both stand for the board elections on May 19, 2016 for a first term of office until the AGM 2019;
- the second two of the four additional candidates listed on page 17 of the programme and agenda for the AGM and Conference both stand for the board elections on May 19, 2016 for a first term of office until the AGM 2018 (it being understood that both persons so elected shall be eligible to be nominated as candidates for the board elections at the AGM 2018 for one additional consecutive term of office of three years until the AGM 2021);
- the two persons to be appointed as additional board members by the nomination committee in due course (subject to the AGM granting the committee the respective authority referred to above) shall both be appointed for a first term of office until the AGM 2017 (it being understood that both persons so appointed shall be eligible to be nominated as candidates for the board elections at the AGM 2017 for one additional consecutive term of office of three years until the AGM 2020).
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
80 Proposals from the Board for amendments to ICMA’s statutes
The board proposes that the general meeting resolve
(i) to approve, in accordance with article 12 (1) of ICMA’s statutes, the proposed amendment to ICMA’s statutes in the form as worded on page 81 of the programme and agenda for the AGM and Conference with immediate effect (for convenience, the amendment proposed to be made is highlighted);
for the purposes of registration with the Commercial Registry Office of the Canton of Zurich to adopt the above resolution in its original German version as follows:
“Die Generalversammlung beschliesst gestützt auf Artikel 12 (1) der Statuten, den Wortlaut von Artikel 14 (1) der Statuten der International Capital Market Association in Zürich mit sofortiger Wirkung in der auf Seite 81 der vorliegenden Broschüre enthaltend Programm und Traktandenliste der 48. ordentlichen Generalversammlung und Konferenz des Vereins wiedergegebenen Wortlaut zu ändern. Es gilt die deutsche Fassung als Original. Bei der englischen Fassung handelt es sich lediglich um eine Übersetzung (mit markierten Änderungen).“
(ii) subject to its approval of the resolution proposed under (i) above, to grant the nomination committee the authority to appoint two persons as additional board members, both for a first term of office until the AGM 2017, in due course (it being understood that both persons so appointed shall be eligible to be nominated as candidates for the board elections at the AGM 2017 for one additional consecutive term of office of three years until the AGM 2020).
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
81Proposals from the Board for amendments to ICMA’s statutes
14
INTERNATIONAL CAPITAL MARKET ASSOCIATION
STATUTES
…
III. Organization
…
B) The board
Article 14Composition of the board; term of office
(1) The board shall consist of sixteen 22 members, one of which shall be the executive president.
…
INTERNATIONAL CAPITAL MARKET ASSOCIATION
STATUTEN
…
III. Organisation
…
B) Der Vorstand
Artikel 14 Zusammensetzung des Vorstands; Amtsdauer
(1) Der Vorstand besteht aus sechzehn 22 Mitgliedern, von denen eines der geschäftsleitende Direktor ist.
…
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
82 Proposals from the Board for amendments to ICMA’s statutes
Proposal from the board for resolution by the general meeting
concerning
an amendment to ICMA’s statutes required to be made as a result of the addition of new categories of full member
Considering that:
1. Taking into account the increasing importance of recognized trading venues (such as stock exchanges and multilateral trading facilities), central counterparties, clearing and/or settlement systems in the international capital market and following discussion with the regions, the board concluded on March 18, 2016 that these types of participant in the international capital market shall be eligible to become full members and that a proposal for a respective amendment to article 3 (1) of the statutes therefore be submitted to the AGM for approval on May 19, 2016 with immediate effect.x)
2. On page 84 of the programme and agenda for the AGM and Conference is the proposed amended version of article 3 (1) of the statutes which lists the additional categories of full member, i.e. recognized trading venues (such as stock exchanges and multilateral trading facilities), central counterparties and clearing and/or settlement systems.
3. Subject to the AGM’s approval of the proposed amendment to article 3 (1) on May 19, 2016, effective the same date, the board recently approved amended by-laws concerning application for membership, organization and procedures of the membership committee and consideration of applications by the membership committee, adopted by the executive committee in order to reflect the additional new categories of full member in the statutes.
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
X) requiring a two-thirds majority of full members present at the AGM (article 11 (1) and 12 (1) of the statutes)
83Proposals from the Board for amendments to ICMA’s statutes
14
The board proposes that the general meeting resolve
(i) to approve, in accordance with article 12 (1) of ICMA’s statutes, the proposed amendment to ICMA’s statutes in the form as worded on page 84 of the programme and agenda for the AGM and Conference with immediate effect (for convenience, the amendment proposed to be made is highlighted);
(ii) for the purposes of registration with the Commercial Registry Office of the Canton of Zurich to adopt the above resolution in its original German version as follows:
“Die Generalversammlung beschliesst gestützt auf Artikel 12 (1) der Statuten, den Wortlaut von Artikel 3 (1) der Statuten der International Capital Market Association in Zürich mit sofortiger Wirkung in den auf Seite 84 der Broschüre enthaltend Programm und Traktandenliste der 48. ordentlichen Generalversammlung und Konferenz des Vereins wiedergegebenen Wortlaut zu ändern. Es gilt die deutsche Fassung als Original. Bei der englischen Fassung handelt es sich lediglich um eine Übersetzung (mit markierten Änderungen).“
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
84 Proposals from the Board for amendments to ICMA’s statutes
Proposals from the Board for amendments to ICMA’s statutes (and related appointments of additional board members by the nomination committee)
INTERNATIONAL CAPITAL MARKET ASSOCIATION
STATUTES
…
II. Membership
Article 3(1) May become members of the Association: organizations which are banks,
members of recognized stock exchanges, licensed dealers in securities, members of recognized security dealers’ associations, asset and fund managers, insurance companies, recognized trading venues (such as recognized stock exchanges and multilateral trading facilities), central counterparties, clearing and/or settlement systems or organizations which are affiliated to either a bank or a member of a recognized stock exchange.
…
INTERNATIONAL CAPITAL MARKET ASSOCIATION
STATUTEN
…
II. Mitgliedschaft
Artikel 3 (1) Dem Verein können als Mitglieder beitreten: Organisationen, welche Banken,
Mitglieder von anerkannten Aktienbörsen, zugelassene Wertschriftenhändler, Mitglieder von anerkannten Vereinigungen von Wertschriftenhändlern, Vermögens- und Anlagefondsverwalter, Versicherungsgesellschaften, anerkannte Handelsplätze (wie anerkannte Aktienbörsen und multilaterale Handelssysteme), zentrale Gegenparteien, Abrechnungs- und/oder Abwicklungssysteme sind oder Organisationen, welche entweder einer Bank oder einem Mitglied einer anerkannten Aktienbörse angeschlossen sind.
…
15
The Board’s Composition and the Candidates nominated for the Elections to the Board (as of April 14, 2016)
86The Board’s Composition and the Candidates nominated for the Elections to the Board
1 Marc Pierre Thierry Baigneres1), born on February 20, 1974, French, resident in London, Great Britain
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20184)
2 Joanna Helen Aubrey Cound1), born on July 15, 1961, British, resident in London, Great Britain
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20194)
3 Mandy Jennifer DeFilippo, member of the board1), born on December 5, 1975, British and American, resident in London, Great Britain
appointed by the nomination committee on January 29, 2016 for a term of office until the ordinary general meeting in 20172)
4 Godfried Joannes Antonius Berlindis De Vidts, member of the board1), born on March 14, 1953, Belgian, resident in Brussels, Belgium
elected at the ordinary general meeting on May 23, 2013 for a term of office until the ordinary general meeting in 20162)
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20193)
5 Werner Eetezonne, member of the board1), born on October 25, 1968, Belgian, resident in Duffel, Belgium
appointed by the nomination committee on January 29, 2016 for a term of office until the ordinary general meeting in 20172)
6 Martin Thomas Egan, vice chairman of the board1), born on February 16, 1964, British, resident in Kent, Great Britain
elected at the ordinary general meeting on June 4, 2015 for a term of office until the ordinary general meeting in 20182)
7 Nannette Hechler-Fayd’Herbe de Maudave, member of the board1), born on December 17, 1969, German and Swiss, resident in Herrliberg, Switzerland
elected at the ordinary general meeting on June 4, 2015 for a term of office until the ordinary general meeting in 20182)
15The Board’s Composition and the Candidates nominated for the Elections to the Board (as of April 14, 2016)
87 The Board’s Composition and the Candidates nominated for the Elections to the Board
8 Deborah Sian Hurrell1), born on June 2, 1969, British, resident in London, Great Britain
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20193)
9 Spencer George Lake, chairman of the board1), born on April 6, 1960, Canadian and British, resident in London, Great Britain
elected at the ordinary general meeting on June 5, 2014 for a term of office until the ordinary general meeting in 20172)
10 John Evan Langley1), born on June 20, 1968, British, resident in Cheshire, Great Britain
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20194)
11 Fabio Lisanti, member of the board1), born on April 1, 1972, Italian, resident in London, Great Britain
elected at the ordinary general meeting on June 4, 2015 for a term of office until the ordinary general meeting in 20182)
12 Bertrand Paul Christian Philippe de Mazières, member of the board1), born on July 3, 1957, French, resident in Luxembourg, Luxembourg
elected at the ordinary general meeting on June 5, 2014 for a term of office until the ordinary general meeting in 20172)
13 Massimo Mocio, member of the board1), born on July 8, 1961, Italian, resident in Milan, Italy
elected at the ordinary general meeting on May 23, 2013 for a term of office until the ordinary general meeting in 20162), 5)
14 Jens Peter Leschly Neergaard, deputy chairman of the board1), born on January 10, 1964, Danish, resident in London, Great Britain
elected at the ordinary general meeting on June 4, 2015 for a term of office until the ordinary general meeting in 20182)
15 Maxim Safonov, member of the board1), born on August 8, 1973, Russian, resident
in Moscow, Russia
elected at the ordinary general meeting on May 23, 2013 for a term of office until the ordinary general meeting in 20162), 5)
The Board’s Composition and the Candidates nominated for the Elections to the Board (as of April 14, 2016)
88The Board’s Composition and the Candidates nominated for the Elections to the Board
16 Martin Nicholas Scheck, chief executive6), born on March 25, 1957, British and Swiss, resident in Horgen, Switzerland
appointed as chief executive (executive president) / board member pursuant to article 14 (2) of the statutes effective August 1, 20092)
17 Roman Schmidt, member of the board1), born on August 8, 1962, German, resident in Frankfurt am Main, Germany
appointed by the nomination committee on September 4, 2015 for a term of office until the ordinary general meeting in 20162)
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20193)
18 Johannes Willem Frederik Stoter, member of the board1), born on July 21, 1967, Dutch, resident in Sassenheim, The Netherlands
elected at the ordinary general meeting on June 4, 2015 for a term of office until the ordinary general meeting in 20182)
19 Marc Richard Tempelman1), born on December 11, 1970, French and Dutch,
resident in Paris, France
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20184)
20 Camilla Tinari1), born on July 28, 1964, Italian, resident in Milano, Italy
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20193)
21 Yu Sun, member of the board1), born on February 25, 1973, Chinese, resident in London, Great Britain
appointed by the nomination committee on September 4, 2015 for a term of office until the ordinary general meeting in 20162)
nominated for election at the ordinary general meeting on May 19, 2016 for a term of office until the ordinary general meeting in 20193)
15The Board’s Composition and the Candidates nominated for the Elections to the Board (as of April 14, 2016)
1) no authority to sign for ICMA2) declared acceptance of election or appointment3) declared acceptance of election subject to being elected at the AGM on May 19, 20164) declared acceptance of election subject to the AGM’s approval of the proposed increase of the
number of elected board members by six in the statutes on May 19, 2016 and being elected at the AGM on the same date
5) resigning from the board following the AGM on May 19, 2016 6) authority to sign jointly by two for ICMA
16
Conference Programme Thursday, May 19, 2016
90Conference Programme Thursday, May 19, 2016
16
Conference Programme Thursday, May 19, 2016
The Convention Centre Dublin
13:00 Opening Remarks Spencer Lake, Chairman of the Board, ICMA
13:05 Opening Keynote address Representative of the Government of Ireland
13:20 Keynote address Representative of the Ministry of Finance, Ireland
13:35 Panel: Global capital markets – past performance and future development How have markets adapted to the economic and geopolitical volatility of the
past year? Are they resilient enough to deal with future shocks and sufficiently developed to play their role in financing economic growth in the face of changing investment behaviour and borrowing techniques?
Introductory presentation on global capital markets followed by panel discussion:
Arunma Oteh, Treasurer, The World Bank
Moderator: Spencer Lake, Chairman of the Board, ICMA and Vice Chairman of Global Banking and Markets, HSBC Bank plc
Panellists: Dr. Frank Engels, Managing Director, CIO Fixed Income,
Union Investment Privatfonds GmbH Arunma Oteh, Treasurer, The World Bank Jean-Michel Six, Chief Economist, EMEA, Standard & Poor’s Ratings Services
Yu Sun, General Manager, Bank of China
Marc Tempelman, Co-Head of Debt Capital Markets & Corporate Banking (EMEA), Bank of America Merrill Lynch
14:35 Coffee break
91 Conference Programme Thursday, May 19, 2016
Conference Programme Thursday, May 19, 2016
15:05 Conversation Robert Gray, Former Chair, ICMA Regulatory Policy Committee, ICMA Steven Maijoor, Chairman, European Securities and Markets Authority
15:35 Panel: The role of debt and its legacy High levels of debt may be our legacy to future generations but what is the
alternative?
Introductory presentation followed by panel discussion: Dr. Nariman Behravesh, Chief Economist, IHS
Moderator: Keith Mullin, Editor-at-Large, International Financing Review (IFR)
Panellists: Dr. Nariman Behravesh, Chief Economist, IHS
Brian Coulton, Chief Economist, Fitch Ratings
Donal Galvin, Head of Treasury, Allied Irish Banks
Charles Goodhart, Emeritus Professor of Banking & Finance, London School of Economics
16:35 Keynote address Neil Sorahan, Chief Financial Officer, Ryanair Holdings plc
16:50 Closing remarks Martin Scheck, Chief Executive, ICMA
16:55 Close Conference continues on Friday, May 20, 2016
Please note that this programme is subject to change.
Gala Reception
17
93Gala Reception
Gala Reception
Thursday, May 19, 201619:45 to 01:00
GUINNESS StorehouseSt. James GateDublin 8 Ireland
You are invited to join ICMA at the world famous Guinness Storehouse for this year’s Gala Reception, co-sponsored by the Irish Stock Exchange and Matheson.
Coaches will depart from the front of the Clayton Hotel, the Gibson Hotel, the Spencer Hotel and the Marker Hotel at 19:15 and 19:30.
Coaches will return to the Clayton Hotel, the Gibson Hotel, the Spencer Hotel and the Marker Hotel, departing every 30 minutes from 22:30 until 01:00.
Dress code: smart casual
For security purposes, please ensure that you wear your name badge at all times.
17
18
Conference Programme Friday, May 20, 2016
95Conference Programme Friday, May 20, 2016
18
Conference Programme Friday, May 20, 2016
The Convention Centre Dublin
08:00 Exhibition area open
09:00 Opening Remarks Martin Scheck, Chief Executive, ICMA
09:05 Keynote address Professor Philip Lane, Governor, Central Bank of Ireland
09:20 Panel: Global trends in the asset management industry What are the challenges and where should the industry look for opportunities? Moderator: Robert Parker, Senior Advisor - Investment, Strategy and
Research, Credit Suisse
Panellists: Elizabeth Corley, Vice Chair, Allianz Global Investors
Nannette Hechler-Fayd’Herbe, Head of Investment Strategy, Credit Suisse Asset Management
Isabelle Mateos y Lago, Senior Advisor, BlackRock Hans Stoter, Chief Investment Officer, NN Investment Partners
10:20 Coffee break
96 Conference Programme Friday, May 20, 2016
Conference Programme Friday, May 20, 2016
10:50 Keynote address Professor Myles Allen, Geosystem Science, University of Oxford 11:05 Panel: Green bonds: Can they make a real difference?
Moderator: Suzanne Buchta, Managing Director, Global Head of Green Bonds, Bank of America Merrill Lynch
Panellists: Bertrand de Mazières, Director General, Finance, European Investment Bank
Manuel Lewin, Head of Responsible Investment, Zurich Insurance Group
Philippe Zaouati, Chief Executive Officer, Mirova 12:05 Panel: How are fixed income markets evolving? Will developments such as increasing electronification result in a more liquid and
effective capital market to better service the needs of the economy?
Moderator: Sonali Das Theisen, Global Credit Trading, Head of Market Structure & Data Science, Citi
Panellists: Nicholas Bean, Head of Product, Fixed Income Trading, Bloomberg LP
Yann Couellan, Head of Trade Execution, Fixed Income, AXA Investment Managers
Pauli Mortensen, Global Head of Trading, Norges Bank
Deirdre Somers, Chief Executive, The Irish Stock Exchange
97Conference Programme Friday, May 20, 2016
18
Conference Programme Friday, May 20, 2016
13:05 Closing keynote speech Lucy Kellaway, The Financial Times
13:20 Closing remarks Martin Scheck, Chief Executive, ICMA
13:30 Lunch and close of event
Please note that this programme is subject to change.
Conference Contact Details
19
99Conference Contact Details
Conference Contact Details
The ICMA event management team can be contacted on the mobile numbers or via email at to assist with any urgent matters:
Allan Malvar [email protected] +44 7738 696 451
Shannelle Rose [email protected] +44 7788 392 922
Gemma Fisher [email protected] +44 7880 201 910
Leigh Anne Cooke [email protected] +44 7551 173 903
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