Annual Report • Mar 27, 2017
Annual Report
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ATHENS EXCHANGE GROUP 110 Athinon Ave. 10442 Athens GREECE Tel:+30-210/3366800 Fax:+30-210/3366101
| 1. DECLARATIONS BY MEMBERS OF THE BOARD OF DIRECTORS 4 | ||
|---|---|---|
| 2. REPORT OF THE BOARD OF DIRECTORS 6 | ||
| CORPORATE GOVERNANCE STATEMENT 24 | ||
| TRANSACTIONS WITH ASSOCIATED COMPANIES47 | ||
| REPORT IN ACCORDANCE WITH ARTICLE 4 OF LAW 3556/200750 | ||
| ALTERNATIVE PERFORMANCE MEASURES 52 | ||
| 3. AUDIT REPORT BY THE INDEPENDENT CERTIFIED AUDITORS ACCOUNTANTS 58 | ||
| 4. ANNUAL FINANCIAL STATEMENTS61 | ||
| 4.1. | Annual Statement of Comprehensive Income62 | |
| 4.2. | Annual Statement of Financial Position64 | |
| 4.3. | Annual Statement of Changes in Equity 65 | |
| 4.4. | Annual Cash Flow Statement67 | |
| 5. NOTES TO THE FY 2016 ANNUAL FINANCIAL STATEMENTS68 | ||
| 5.1. | General information about the Company and its subsidiaries69 | |
| 5.2. | Basis of preparation of the annual financial statements70 | |
| 5.3. | Basic Accounting Principles 74 | |
| 5.4. | Risk Management90 | |
| 5.5. | Adjustment of ATHEXClear to the EMIR Regulation95 | |
| 5.6. | Capital Management 96 | |
| 5.7. | Segment Information96 | |
| 5.8. | Capital Market and fiscal year results 97 | |
| 5.9. | Trading98 | |
| 5.10. | Clearing98 | |
| 5.11. | Settlement99 | |
| 5.12. | Exchange services99 | |
| 5.13. | Depository Services 100 | |
| 5.14. | Clearing House Services101 | |
| 5.15. | Market data 101 | |
| 5.16. | IT services101 | |
| 5.17. | Revenue from re-invoiced expenses 102 | |
| 5.18. | New Activities (Xnet, CSE-Sibex Common Platform, IT) 102 | |
| 5.19. | Other services103 | |
| 5.20. | Operation of the ATHEX-CSE Common Platform104 | |
| 5.21. | Management of the Clearing Fund104 | |
| 5.22. | Hellenic Capital Market Commission fee105 | |
| 5.23. | Personnel remuneration and expenses105 | |
| 5.24. | Third party fees & expenses108 |
| 5.25. | Utilities109 | |
|---|---|---|
| 5.26. | Maintenance / IT Support109 | |
| 5.27. | Other taxes109 | |
| 5.28. | Building / equipment management 109 | |
| 5.29. | Marketing and advertising expenses110 | |
| 5.30. | Participation in organizations expenses110 | |
| 5.31. | Insurance premiums110 | |
| 5.32. | Operating expenses111 | |
| 5.33. | BoG cash settlement111 | |
| 5.34. | Other expenses111 | |
| 5.35. | Re-invoiced expenses 111 | |
| 5.36. | Expenses for new activities 112 | |
| 5.37. | Owner occupied tangible assets and intangible assets112 | |
| 5.38. | Real Estate Investments 116 | |
| 5.39. | Investments in subsidiaries and other long term claims117 | |
| 5.40. | Trade receivables, other receivables and prepayments118 | |
| 5.41. | Financial assets available for sale119 | |
| 5.42. | Cash and cash equivalents119 | |
| 5.43. | Third party balances in bank accounts of the Group120 | |
| 5.44. | Deferred Tax 121 | |
| 5.45. | Equity and reserves 122 | |
| 5.46. | Grants and other long term liabilities124 | |
| 5.47. | Provisions 125 | |
| 5.48. | Trade and other payables126 | |
| 5.49. | Third party balances in bank accounts of the Group127 | |
| 5.50. | Current income tax payable 127 | |
| 5.51. | Related party disclosures129 | |
| 5.52. | Social security organizations 130 | |
| 5.53. | Hellenic Corporate Governance Council (HCGC) 131 | |
| 5.54. | Composition of the BoDs of the companies of the Group 131 | |
| 5.55. | Profits per share and dividends payable 132 | |
| 5.56. | Contingent Liabilities133 | |
| 5.57. | Events after the date of the financial statements133 |
(in accordance with article 4 §2 of Law 3556/2007)
Athens, 27 March 2017
THE CHAIRMAN OF THE BoD
THE CHIEF EXECUTIVE OFFICER
THE MEMBER OF THE BoD
IAKOVOS GEORGANAS SOCRATES LAZARIDIS NIKOLAOS MYLONAS
ID: Χ-066165 ID: AK-218278 ID: ΑΚ-088810
OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. FOR FISCAL YEAR 1 JANUARY TO 31 DECEMBER 2016 (in accordance with article 4 of Law 3556/2007)
The Board of Directors of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE SA (Athens Exchange or the Company) publishes its report on the annual separate and consolidated Financial Statements for the period that ended on 31.12.2016, in accordance with article 136 of Codified Law 2190/1920 and articles 4 & 5 of Law 3556/2007.
The annual separate and consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards that were adopted by the European Union.
The Athens Exchange General Index closed on 31.12.2016 at 643.6 points, up 1.9% from the 631.4 points at the end of 2015. The average capitalization of the market was €41.3bn, reduced by 5.7% compared to 2015 (€43.8bn).
The total value of transactions (€15.1bn) is 20.9% lower compared to 2015 (€19.1bn), while the average daily value of transactions in was €60.5m compared to €85.7m in 2015, posting a 29.4% reduction.
It should be noted that in 2015 the Athens Exchange was closed for 25 working days (the last 2 days of June and the whole of July), due to the bank holiday and the imposition of capital controls.
In the derivatives market, despite the 3.3% increase in total traded volume (2016: 15.8m contracts, 2015: 15.3m contracts), the drop in prices in the underlying cash market resulted in a 40% reduction in the average revenue per contract (2016: €0.105, 2015: €0.175). The average daily volume dropped by 7.4% (63.5 thousand contracts) compared to 2015 (68.6 thousand contracts).
In August 2016, the listing of the shares of INTERCONTINENTAL INTERNATIONAL REIC took place in the Main Market of the Athens Exchange, through a rights issue that was covered by private placement, raising €14.5m. This was the first company that listed by making use of the option provided by the regulatory framework of the Exchange, in accordance with which a company may list its shares provided that it achieves a sufficient dispersion through a private placement.
In December 2016, CENERGY HOLDINS S.A., a member of the VIOHALCO SA/NV Group of companies, completed a dual listing of its shares in the Main market of the Athens Exchange, following the completion of the cross-border merger by absorbing the listed companies CORINTH PIPEWORKS S.A. and HELLENIC CABLES S.A.
In October 2016, the listing of the €40m corporate bond of HOUSEMARKET S.A., a member of the FOURLIS Group took place in the Fixed Income Segment of the Athens Exchange Organized Market. The corporate bond issue was covered by public offer, using the Electronic Book Building (EBB), the new mechanism for capital raising provided by the Athens Exchange.
During 2016, three listed companies (NEXANS HELLAS S.A., EUROCONSULTANTS S.A. and TRASTOR REIC) increased their share capital by exercising the preemption right of old shareholders, raising €41.9m.
ATHENA S.A. increased its share capital by capitalizing liabilities and waiving the preemption right of old shareholders in favor of J. & P. - AVAX S.A., raising €35m.
In October 2016, the listing of the corporate bond issues by FORTHNET S.A. in the Fixed Income Segment of the Main Market of the Athens Exchange; the issue was covered through a public offer and a private placement. The total amount raised was €70m.
GEK TERNA S.A., NIREUS S.A. and MARFIN INVESTMENT GROUP S.A. listed new shares from the conversion of an existing convertible bonds.
Five corporate transformations took place. In particular:
In July 2016 the €4m MLS MULTIMEDIA S.A. corporate bond started trading in the Bond Segment of the Alternative Market of the Athens Exchange took place. This was the first corporate bond in the Alternative Market, which was subscribed by private placement.
In July 2016, the U.S. Securities and Exchange Commission (SEC), the supervisory authority of the U.S. capital markets, has recognized the Athens Exchange as a "Designated Offshore Securities Market (DOSM)" within the meaning of Rule 902 (b) of Regulation S under the U.S. Securities Act of 1933. With this designation, ATHEX joins a number of leading international stock exchanges which have already received this recognition.
The designation of the Athens Exchange as DOSM provides several advantages to both investors and issuers:
As part of the continuous effort to adjust the trading model of the markets operated by ATHEX, along the standards of other European markets, a number of improvements in Markets and Products were launched, which in turn contributed to a similar institutional adaptation of the regulatory framework and the Systems it supports.
These improvements are summarily as follows:
The upgrade of both the infrastructure as well as the know-how of the surveillance capabilities of ATHEX has resulted in the significant improvement in the understanding of existing trading behavior, and made proactive surveillance – which ATHEX is obliged to carry out - more effective, in a manner that is acceptable by Members.
In order to improve the level of services provided to ATHEX market participants (members, clearing members, custodians, data vendors and software providers) and more effectively deal with operating issues that may arise, the following actions were taken:
The Annual Regulatory Compliance Audit of all Members and Operators of the Group, as foreseen in the Regulations and the demands of the European Securities & Markets Authority (ESMA), was completed with very positive results both in terms of the audit, but also in terms of the actual response to it.
The main goal and achievement of this audit was to create a framework of constructive and continuous cooperation with those in charge of regulatory compliance in order to confirm, as required by regulatory framework, regulatory compliance and through this process take, wherever needed, the necessary corrective measures so that the whole market remains organizationally, financially and operationally at a level corresponding with European standards.
2016 was the second year of collaboration with SIBEX, during which the goals was to further develop the markets and the collaboration in general. Towards this end, the following were either implemented or the groundwork prepared in order to implement:
During 2016, the Athens Exchange Group in close collaboration with CSE presented significant progress, or completed a number of pending issues, or that arose as business needs during the year and concerned the operation of the two Exchanges.
With regards to the XNET Services Network, in an environment where XNET network participants with a Greek settlement bank continue to be affected by capital controls, the following was achieved:
It is important that, to support and maintain this positive response in the XNET Services Network, the following actions have already been planned and completed:
Continuing the effort to develop the XNET service:
In order to support all of the above, changes were made to the DSS and also to peripheral clearing, settlement and pricing systems.
The strategic choice for ATHEX to expand into new products, services and markets, by significantly diversifying its portfolio and revenue sources, while also utilizing its infrastructure and know-how to achieve economies of scale was, following an initial feasibility study, the starting point for collaborating with all involved in the Greek energy market, in order to achieve the national target of adapting to the European model of market operation (Target Model), within the required time frame.
During 2016 an important communication effort was made in order to highlight the advantages of the current ATHEX data feed distribution policy, the accessibility facilities provided, as well as the ways through which they can be fully exploited.
As a result, despite the negative environment, it is noteworthy that 7 international non-display customers were added to ATHEX's client base (2 terminated the collaboration, so there was a net increase of 5 in the number of customers), and the data feed revenue amounted to €3.3m, increased 3.1% compared to €3.2m in 2015.
Modifications in the Dematerialized Securities System (DSS) Regulation in accordance with decisions 1/736/2.11.2015 (Government Gazette B' 2558/26.11.2015) & 7/759/29.6.2016 (Government Gazette B' 2130/11.07.2016) of the Board of Directors of the Hellenic Capital Market Commission (HCMC), and decision 6/27.06.2016 of the Board of Directors of Hellenic Central Securities Depository (HCSD) as in force since 30.6.2016.
As part of the particular project, which forms part of the preparation of the Group in order to timely implement (in 2017) the necessary adjustment to the operation of the Greek capital market in accordance with Regulation 909/2014 of the European Parliament and Council concerning Central Securities Depositories (CSD Regulation or CSDR), the main changes to the DSS Rulebook of Operation which gradually, from 2.11.2015 until 2.1.2017, are being implemented and go into effect, concern the following:
Investor's Account in DSS, indication of the date of death, the date of death notification, as well as the last action (securities transfer due to inheritance or provision of information) made by the legal heirs of the deceased.
The following corporate actions are indicatively mentioned:
The actions and projects concern:
The improvement in the performance and quality of trading services contributes to the competitiveness of the Exchange, but also makes it possible to better service the demands of the Members.
The improvements in the performance of the OASIS trading system, with 100% stability for the duration of the trading session was achieved with the combination:
Since February 2016, the Group participates in the consortium that is implementing the Versatile Integrated Accelerator-based Heterogeneous Data Centres (VINEYARD) project, which has a 3-year duration. It is a research project aiming to increase the efficiency of data centers and reduce energy through hardware accelerators. The project is financed by the Horizon 2020 European program (http://vineyard-h2020.eu/en/), and has the advantage that technologies developed during the project will allow the Exchange to significantly increase the efficiency and at the same time reduce the energy consumption of the systems used to execute financial applications, such as the applications for trading in the cash and derivatives markets, clearing and settlement of trades, and calculating trade risk in real time.
Software development took place in the data dissemination systems of the Group, which allowed it to provide ATHEX market data feed to the SEElink network. Even though it has not been put into production, while
awaiting the finalization of the terms of the collaboration, the response in a short period of time proved to partners the technological possibilities and the Group's interest in the project.
Advisory services to the Central Securities Depository of Iran (CSDI) with the goal of facilitating the project of connecting the depositories for securities and cash settlement, corporate actions and Registry. From ATHEX the technical model at the level of ISO 15022 messages that will be used for the connection was defined and provided for consultation with the Iranian side. Even though it has not been put into production, pending the finalization of the connection, the agreement on a technical model whose implementation is feasible without significantly differentiating the manner by which other connections in western markets operate will support the opening of the Iranian market to international investors through Greece.
The goal of the project is to transform all communication processes that make use of a manual signature (proposal memos, committee minutes, approvals etc.) into digital processes incorporating workflow technologies and "remote digital signature" – remote (server site) signing at the Group (i.e. the use of a recognized digital signature without an intermediary medium or device such as smart card / smart reader, USB token etc). The electronic movement of documents will, besides improving process execution in time and cost, also assist, through automated categorization and filing, in the creation of a reliable repository of documents, with the option version control, browsing and search, which is a compliance issue in EU Regulations EMIR and CSDR.
It is noted that this particular remote digital signature technology, over the past year and a half is enjoying widespread acceptance in Europe/Americas, while the competent regulating authority has defined a new international standard (ETSI EN 419).
At the same time, the Athens Exchange as Certification Authority (CA) signed on 6 June 2016 a Memorandum of Cooperation with DocuSign (www.docusign.com), a leader in digital signature and workflow collaboration worldwide. The goal of this strategic collaboration, as part of which the Athens Exchange as a provider of Digital Signatures/ Certificates will participate as the only Trusted Service Provider (TSP) from Greece, in a closed network of TSPs worldwide, is to further promote and provide digital signatures / certificates, both in Greece as well as abroad.
The technological opening of access allows project development and provision of services to members and markets to which it was not until now possible, but also provides greater flexibility to current users of DSS and reduces operating risk.
The development of a client application of the Dematerialized Securities System (DSS) with the use of internet technologies has made it possible to provide safe access to post-trading processes to a greater number of clearers and custodians, beyond the geographical and technological restrictions of the closed ATHEX Exchange Trade Network. In addition, it upgraded the DSS core software to the latest version supported by the provider Oracle.
In order to complete the project and put the platform into production, a full review of the system (forms, processes, reports) was required, in order to ensure its correct operation.
During the first six months of 2016, the audit of the applications was completed, and issues with the translation and with the transition to the new environment were corrected.
In addition, in order to familiarize users with the new environment, Clearing Members and DSS Operators were given the opportunity to carry out tests over a two month period (March & April) in the test environment.
Lastly, a general test was carried out, in order for Clearing Members and DSS Operators to have the opportunity to carry out technical controls, so as to try out the new version before its activation in the production environment. In order to support the general test, a number of scenaria had to be prepared, and
the manuals that described the clearing procedures had to be updated in order to be consistent with the changes.
On 23.5.2016 the new environment for internal users went into production; on 30.5.2016 it went into production for external users.
The aim of the EBB (Electronic Book Building) service is the provision by ATHEX of the necessary logistical support to businesses that want to raise capital from investors.
The EBB service is provided to underwriters, advisors and financial firms for use during the capital raising process. It is a transparent mechanism for investors to express their interest to participate it capital raises, and attempts to effectively exploit the Member network of the Exchange (banks and brokerage companies) and their clients in order to provide liquidity to business proposal of companies that seek financing.
In 2016 the service provided was expanded to support bond issues; at the same time the procedure were improved in order to fulfil the demands of those involved.
Towards this end, changes were necessary both in the legal framework as well as in the IT systems of the Group that support the service.
The whole undertaking was successfully completed with the use of the EBB service in the issuance of the first bond in the Main Market.
The development of software and procedures was successfully completed with the use of the EBB service to support the issue of the first bond in the Main Market.
The software development and procedures for supporting the EBB for the needs of Housemarket S.A. that were executed successfully, and its further development to cover the needs of new underwriters preparing for 2017, gives the Exchange a central role in supporting issuers as well as underwriters, with the advantage of simplified processes and the ability to contain the cost of a primary offering, thus facilitating capital raising through the Exchange.
This is a new functionality that allows sales without consuming credit limit, provided that the shares to be sold are blocked before the activation of the sale order in the trading system.
With this new functionality, the resources committed by market participants are reduced, thereby reducing cost, while maintaining the same level of market safety.
In order to implement the covered sales functionality, significant changes had to be made both to the regulatory framework of operation of the market, as well as in the IT systems for trading, clearing, and risk management. In order to test this new functionality, test were carried out with the participation of members.
Following requests by Members, and in order to stimulate investor interest and increase market liquidity, it was decided to rebase the FTSE/ATHEX Large Cap index.
At the same time, it was decided to increase the nominal value of the Index Futures by a factor of four. This adjustment significantly reduced the cost of trading in this particular product (as a percentage of its face value).
The abovementioned rebase required that changes be made in the IT systems, as well as comprehensive provision of information and coordination with market participants.
The immediate reaction of ATHEXClear in case of member default can significantly reduce its exposure to risk, and the loss that it may ultimately face.
New functionality was therefore developed in the Clearing System in order to:
In collaboration with the tax authorities, the avoidance of double tax withholding on OTC lending transactions when intermediaries are involved was implemented.
Following the implementation of this new functionality, the process for taxing these transactions is rationalized, and the relevant request by market participants is satisfied.
As part of the annual update of the risk management models, in accordance with Article 49 of Regulation (EU) 648/2012 (EMIR), ATHEXClear was audited by an independent specialized external consultant. During the audit, that was carried out in accordance with the provisions of Article 47 of Regulation (EU) 153/2013 concerning Technical Standards, no deviation was found for the provisions and requirements of EMIR; and no significant finding was recorded.
ATHEXClear participated in the second phase of the EU-wide stress test for counterparty credit risk that was carried out by the European Securities and Markets Authority (ESMA). ESMA demanded that supervised Central Counterparties calculate possible losses that could arise from clearing member default under new, increased extreme market condition factors. ATHEXClear completed these test successfully, as there was no essential weakness in the ability to absorb losses under these extreme scenarios.
The conclusions of the audit carried out by ESMA, also resulted in specific proposals concerning the audit scenario under extreme conditions which must be applied by all participating Central Counterparties. These changes were incorporated in ATHEXClear's Risk Management Framework, without however having a significant impact.
As part of the continuous improvement and automation of the risk management operation, improvements were made in the Risk Management System (RMS). Indicatively noted are the display of cash collateral requested by a clearing member in order to more reflect risk more transparently, and the creation of new reports to audit the degree of concentration of clearing members.
The aim behind the continuing development in the RMS is to increase automation in the daily monitoring of risks.
In order to make possible the storage and handling of a large volume of data that concern risk management, in order to use it to easily generate reports, the project of developing a data warehouse has begun.
During 2016, planning and infrastructure development was completed, and primary data was gathered, to be followed by the use of the system to generate reports.
The process of report creation will be easier, resulting in a reduction in the time required by the human resources of the Division, while at the same time it will be possible to gather and combine information from various sources.
In order to ensure compatibility with ESMA requirements concerning the obligation to report trades (EMIR Trade Reporting Level II Validation), as well as improve the service provided to Members, a number of actions were implemented mainly in the IT system that supports the service. In particular:
The required changes were originally made in the test environment in which member users have access, in order to ensure both the smooth operation of the system, and that users were familiarized before operation in a production environment.
In an effort to reduce the cost of the service, both for ATHEXClear as well as for the participants in the derivatives market, the potential suppliers (Trade Repositories) were reevaluated taking into consideration new data concerning trade activity and the number of reports being sent. In accordance with the pricing policies of the suppliers, it was estimated that it will be significantly more advantageous to collaborate with a new provider. Towards this end the necessary changes in the technological infrastructure were implemented, and all necessary actions taken so that from 01.01.2017 the service could migrate to a new provider, and at the same time a new, lower pricing policy offered to clearing members and ATHEXClear clients.
During 2016, as part of the Strategic Planning of the Group and the projects undertaken, the Data Safety and Organization Unit mainly focused on continuing and expanding these projects, and establishing and consolidating the corresponding services.
The contract for the Information Security Management System project was signed, and the initial administrative deliverables have begun being delivered. From these, a gap analysis is being processed, and a number of adjustment actions for the Group have arisen.
In addition, the partial Information Safety Policies "Access to the Internet and use of Internet Services Policy" and "Classification of Information Resources Policy" have been drafted, the first of which has already been approved, while the second is expected to be approved soon.
In order to further promote the Greek capital market, inform companies – listed and non-listed – about the new tools and trends for financing that are taking shape in Europe, as well as to widen the investment network and improve contacts of listed companies with fund managers abroad, the Athens Exchange organized the following:
In June 2016, in cooperation with the Hellenic American Chamber of Commerce, it organized the 5th Greek Investment Forum in New York. At the Investment Forum, 20 Athens Exchange listed companies participated, and during the approximately 250 meetings held with institutional investors, they had the opportunity to present their strategy and investment plans.
In March 2016, together with the European Bank of Reconstruction and Development (EBRD), it organized an event titled "The capital market touch – financing businesses and projects. Trends, tools and solutions. Attracting international liquidity through capital markets." The aim of the event was to promote the solutions, tools and showcase the trends for financing small and medium sized enterprises.
Turnover in 2016 for the Athens Exchange Group was €27m compared to €35.0m in 2015, decreased by 23%. Almost 52.5% of the turnover of the Group is from fees on trading, clearing and settlement of transaction on the Athens Exchange.
At the EBITDA level, 2016 was at €8.1m compared to €14.9m in 2015, reduced by 46%.
The reduction in the bottom line is due to the 29.4% drop in the average daily traded value, to €60.5m vs. €85.7m last year.
Earnings Before Interest and Taxes (EBIT) in 2016 were €5.2m vs. €12.9m in 2015, reduced by 60%.
After deducting €2.003 thousand in income tax, the net after tax profits of the Athens Exchange Group amounted to €1.43m vs. €9.0m, reduced by 84.1%. After including Other Comprehensive Income (valuation of shares), profits amount to €2.45m corresponding to four cents (€0.04) per share vs. fourteen cents (€0.14) per share in 2015, reduced by 71%.
It should be noted that the income tax rate used by the Group is 29%.
For the parent company Athens Exchange, turnover was €14.1m, reduced by 21.9% compared to 2015, while net after tax profits amounted to €4.1m in 2016 compared to €12.9m in 2015, decreased by 68%.
The significant reduction in the fair value compared with the acquisition value of the securities in the first nine months of 2016 (price on 30.09.2016: €0.134), is an impairment indication. For this reason the Company / the Group, in accordance with IAS 39, charged the results of the period and in particular the Provisions for devaluation of participations and securities account with the amount of €2,219 thousand which concerns the securities impairment provision of the Piraeus Bank shares from the initial acquisition date. The amount of €2,219 thousand includes the €294 loss that had been booked in Other Comprehensive Income on 31.12.2015.
On 31.12.2016 the share price recovered to €0.209, however the positive difference of €1,002 thousand did not reduce the loss but, in accordance with IAS 39, was transferred to Other Comprehensive Income.
As a result of the above, the Company booked in the results the €2,219 thousand loss on 31.12.2016, and in Other Comprehensive Income the positive deviation of the share price in the last quarter of 2016 in the amount of €1,002 thousand.
In order to comply with the corporate governance framework determined by Regulation (EU) 648/2012 of the European Parliament and Council (EMIR Regulation), the Company keeps all cash collateral that are being managed by the Company and concern the cash market and the derivatives market, as well as its own cash balances, in an account that it maintains at the Bank of Greece as a direct participant over the internet to the TARGET2-GR Express Transfer of Capital and Settlement System in real time (TARGET2-GR).
Therefore its own cash balance and the balances of third parties (margins) are deposited in the same account that ATHEXClear maintains at the Bank of Greece, and as a result a separation of the assets is necessary in order for the collateral that ATHEXClear collects to be shown separately in the current assets of 31.12.2016. In the Statement of Financial Position of 31.12.2016, they are reported as equal amounts in both current assets and short term liabilities as "third party balances at the bank account of the company" and concern exclusively the margins in the derivatives market that were deposited in the bank account maintained by ATHEXClear at the BoG on 31.12.2016.
The Company is listed on Athens Exchange, and its shares are traded in the ATHEX cash market, in the Main Market segment. The shares of the Company are common registered, with a voting right.
With the decision of the 1st Repetitive General Meeting of 9.6.2016 to return €0.22 per share with an equal reduction in the stock's par value, equity amounted to €70,598,048.04 divided into 65,368,563 shares with a par value of €1.08 each.
The Equity of the Group on 31.12.2016 was €140,723 thousand and the Company's €129,254 thousand.
At the 14th Annual General Meeting on 20.5.2015, shareholders approved a share buyback program to purchase up to 10% of the share capital at a price range of €1.50 to €7.00 over two years (May 2015 – May 2017) with the intention of cancelling at least 95% of shares thus purchased (the remaining 5% may be distributed to personnel).
Share buybacks began on 09.02.2016 and up to 31.12.2016 4,035,813 shares (6.17% of the share capital) had been purchased, at an average price of €4.62 at a total cost of €18.634.173. The share buyback program continued after 31.12.2016. Up until 24.03.2017, 4,745,730 shares (7.26% of the number of shares outstanding) had been purchased, at an average price of €4.62 per share, and a total cost of €21.9m.
The Annual General Meeting of Athens Exchange shareholders on 25.5.2016 decided to distribute dividend amounting to €6,536,856.3 or €0.10 per share to shareholders.
The ex-date of the right to the dividend was on 31.5.2016, and the dividend was paid on 6.6.2016. The dividend per share was increased to €0.1026 due to the existence of treasury stock.
The Repetitive General Meeting of 9.6.2016 approved the proposal of the BoD to return capital amounting to €14,381,083.86 or €0.22 per share. The ex-date of the right to the capital return was on 4.7.2016, and payment took place on 11 July 2016. The capital return per share was increased to €0.2275 due to the existence of treasury stock.
In total, the payout ratio on the consolidated earnings for fiscal year 2015 was 231% compared to 98% in fiscal year 2014.
Related party transactions amount to €1,411 thousand and concern the remuneration of executives and members of the Boards of Directors of the companies of the Group; the figure for the company is €1,009 thousand (for more information see note 5.51). Besides these transactions, there are no other related party transactions, as defined by IAS 24, which could materially affect the financial position or the performance of the Group during the period in question. There is no (credit or debit) balance from these transactions on 31.12.2016.
The Company does not use financial instruments to value assets and liabilities in either the statement of financial position or the statement of comprehensive income and as such does not use hedge accounting.
The prospects of the Company are shaped by the interventions that are taking place at the European Union level in the regulatory framework, with the focus by the European Commission on the possibility of financing small and medium sized enterprises in Europe with equity, due to the continuing deleveraging in the banking system, the overall developments in the international macroeconomic environment and of course in Greece.
Under these conditions, the Company is trying to reduce operating costs, maintain the smooth functioning of its markets, provide value added services, exploit its infrastructure by enriching it with new products and services, and carry out effectively its role in transferring investments to Greece's productive backbone.
The EMIR Regulation, which directly affects the Group, and whose implementation has already begun with the approvals by the Hellenic Capital Market Commission of the Cash and Derivatives Clearing Regulations, creates a unified European environment structure, licensing, operation and surveillance of Clearing Houses, while the CSDR Regulation that is under development will create a similar environment for Depositories.
The adjustment of the Group to the new models of operation creates opportunities to develop new activities and collaborations, and sets the conditions for a more effective and profitable operation in an international environment of greater security and lower risk.
The worsening of the Greek economy during the last few years significantly impacted trading activity and prices on the Athens Exchange. The drop in share prices negatively affected trade values, on which a large portion of the revenue of the Athens Exchange Group in the cash and derivatives markets depends.
The excellent organization of the Group, the reliable operation of the capital market, the continuous investment in modern equipment and processes, the absence of loan liabilities, the recognition of its reliability by internationally recognized rating agencies, as well as the liquidity that it possesses, guarantee its survival in the long term, with significant benefits for shareholders. The recent economic crisis negatively affects the profitability of the Group; however it is estimated that, with the agreement of the Greek government as part of the EU and within the Eurosystem, any obstacles will be overcome and the country will return to growth, supported by the necessary structural changes that are gradually being legislated.
The revenue of the Athens Exchange Group depends, to a large extent, on factors over which it has no influence, since they are connected with developments in the Greek capital market, which in turn are affected by a series of factors such as, the financial results of listed companies, the fundamental macroeconomic data of the Greek economy as well as developments in international capital markets.
Besides the fees from trading that take place in the ATHEX markets and are collected through the Members, important revenue streams for the Athens Exchange Group are also fees from orders and Member terminals, revenue from Member and Operator subscriptions, revenue from subscriptions and rights issues of listed companies, revenue from data vendors, revenue from IT support and services, educational services etc.
Contrary to revenues, which cannot be controlled by the companies of the Group, on the cost side concerted efforts are being made to reduce them, with the aim of reducing negative consequences to the financial results of the Group even under adverse market conditions.
The economic crisis in the Greek economy in recent years has increased the risks for foreign and local investors resulting in a significant reduction in both trading activity on the exchange, as well as corporate actions by listed companies other than banks.
A major consideration of the Athens Exchange Group is the management of risk that arises from its business activities.
The Group, as the organizer of a capital market, has developed a comprehensive framework for managing the risks to which it is exposed, ensuring its sustainability and development, as well as contributing to the stability and security of the capital market.
Athens Exchange Clearing House (ATHEXClear) belongs to the Group; it operates as a qualified central counterparty (CCP) in the clearing of cash and derivatives products, and as such is obliged to satisfy the strict requirements of the EMIR regulatory framework concerning risk management, under which it has been licensed since 2015. Even though risk management at the Group concerns all companies and risk categories, it is recognized that because of its role in the market, ATHEXClear faces and must manage the most significant risk.
The internal and external legal and regulatory framework which ATHEXClear is directly subject to and the Group indirectly with regards to their obligations to monitor and manage risk, includes the Regulation of Clearing of Transferable Securities Transactions in Book Entry Form, the Regulation on the Clearing of Transactions on Derivatives and Regulation (EU) 648/2012 of the European Parliament and Council of July 4th 2012 for OTC derivatives, central counterparties, and trade repositories, known as EMIR (European Market Infrastructure Regulation).
In light of these regulatory requirements, the Group applies a comprehensive plan to improve risk management in order to continue to provide high quality services.
The risk strategy of the Group is aligned with its business strategy to provide the appropriate infrastructure for the reliable, safe and unhindered operation of the capital market. In accordance with the strategy of the Group, the risk tolerance level is defined, in order to satisfy market needs, limit cost for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements.
In 2016 risk management continued to be strengthened and restructured, for ATHEXClear, in order to be harmonized with the EMIR Regulation. In particular, beyond the specific measures for the smooth operation of the systems of the Group, each organizational unit of the Group is responsible to monitor and manage possible risks in such a way so as to react quickly and effectively in case risk events arise.
In particular, as far as ATHEXClear is concerned, the risk management environment is shaped by the participation of the following units:
Board of Directors, which has the final responsibility and accountability regarding the management of the risk management operation of the company. In particular, the Board of Directors defines, determines and documents the appropriate level of risk tolerance and ability of the company to assume risk. In addition, the BoD and senior management ensure that the policies, processes and audits of the company are consistent with the risk tolerance level and the ability of the company to
assume risk, and examine ways through which the company recognizes, reports, monitors and manages risks.
The services that the Group provides involved various types and levels of risk, and it is recognized that effective risk management consists of the following:
The Group ensures that it deals with all risks, internal or external, present or future, and especially those that have been recognized as being significant. It is recognized that each service offered by the Group can expose it to any combination of the risks mentioned below.
The usual risks to which, due to the nature of its activities, the Group is exposed to are:
Market risk (changes in exchange rates, interest rates, market prices, commodities and volatility)
Risk due to a lack or failure of internal procedures and systems, by human factor or external events, including legal risk.
Risk due to new competitors, drops in transaction activity, deterioration of local and international economic conditions etc.
In 2016, the Hellenic Corporate Governance Council (HCGC), following the publication of the "Hellenic Corporate Governance Code for Listed Companies," moved a step further in the development, promotion and dissemination of good corporate governance in Greece. It drafted the "Special Practices of Good Corporate Governance for Non-Listed Companies" which is addressed to all forms of non-listed companies, such as startups, companies with a single shareholder-manager, family business, joint ventures, as well as subsidiaries of listed companies.
The sectors covered by the Special Practices of Good Corporate Governance for Non-Listed Companies are: the Board of Directors and its Members, remuneration, internal audit system, risk management, regulatory compliance, relations with shareholders, relations with other stakeholders, IT systems and family companies.
HCGC organized a special even on March 23rd 2016 at the Athens Exchange in order to present the draft of the "Special Practices of Good Corporate Governance for Non-Listed Companies." After the event, the draft was put to open consultation for a period of ten (10) weeks. After the comments that were received are taken into consideration and discussed by the work group, and following the meeting of the 15-member Council of the HCGC in October 2016, the "Special Practices of Good Corporate Governance for Non-Listed Companies" are expected to be published in the first quarter of 2017.
In order to inform, train and raise awareness among young people in matters of corporate governance, HCGC organized in May a special two-day conference on the "Hellenic Corporate Governance Code" for students in the "Audit and taxation" post-graduate program of Panteion University.
As a member of the European Corporate Governance Codes Network, HCGC participates in the "European wide Corporate Governance Study" of the European Confederation of Directors Associations (ecoDa) in collaboration with Mazars Greece. The goal of the project is to assist in the European Commission's challenge to inform EU member states about the measures that have been taken to adopt Directive 2014/208/EU on the quality of reports submitted on corporate governance ("comply or explain").
At the same time, HCGC in cooperation with the Athens Exchange continues to develop the internet platform for monitoring and evaluating the implementation of the Hellenic Corporate Governance Code by listed companies, and is collaborating with EY Greece in order to draft a manual titled "Internal Audit and Risk Management Framework" that will replace Appendix IV of the Hellenic Corporate Governance Code.
Finally, in November, HCGC signed a contract for the provision of consulting services in matters of corporate governance to a public interest corporate entity, and in particular with the drafting of a Corporate Governance Code, rules concerning the monitoring and reporting framework, as well as with the audit framework, including training. This project has been provided by the Structural Reform Support Service (SRSS) of the European Commission.
Corporate responsibility is a basic characteristic that is common to all advanced societies and economies and concerns the ongoing effort to improve the economic climate, cultivate an open dialog with interested parties and the active participation of businesses in society.
Given that corporations are entities inextricably linked with the societies in which they operate, affecting and being affected by the time and the area of operation, they must recognize their responsibilities towards society and the environment. One of the axes through which corporate social responsibility is expressed, is Corporate Responsibility.
We believe at the Group that Corporate Responsibility concerns us all. It is our responsibility as far as our impact on society and the environment is concerned. Our Group operates in a constantly changing international environment and is faced, on a daily basis, with challenges concerning its efficiency and its status as an integral part of society and business. In this environment, the trend worldwide is that corporations are encouraged to take more Corporate Social Responsibility initiatives since their decisive role and contribution to social challenges is recognized.
For us at the Group, Corporate Social Responsibility is directly related to the concept of sustainable development, consists of voluntary actions and is our strategic choice. We have created, and continue with an action plan that concerns the environment, human beings and education:
Following the decision of the General Meeting of shareholders on 20.5.2015, the share buyback program continued after 31.12.2016. Up until 24.3.2017, 4,745,730 shares (7.26% of the number of shares outstanding) had been purchased, at an average price of €4.62 per share, and a total cost of €21.9m. Share buybacks are expected to continue after the publication of the 2016 results.
The Company was notified on 15.2.2017 about decision 936/30.1.2017 of the General Secretariat of Public Revenue's Directorate of Dispute Resolution (DDR), to the appeal submitted by the Company on 30.9.2016 (protocol No. 25621), disputing the imposition of tax and penalties totaling €1,561,543.58 as a result of the tax audit of fiscal years 2008, 2009 and 2010. This amount has been paid in full (BoD Decision 315/31.10.2016), in order not to incur monthly interest of 0.73%.
In its decision, the DDR accepted the arguments of the Company concerning the extraordinary tax contribution in fiscal years 2008 and 2009 (amounting to €328,438.28 and €217,252.82 respectively), and absolves it from paying these taxes. In addition, the DDR accepted the reduction in taxes and penalties arising from accounting differences in the amounts of €8,250 and €19,250 for fiscal years 2008 and 2009 respectively. As a result of the above, the total fines and penalties assessed for fiscal years 2008, 2009 and 2010 are reduced by €573,191.11 and the total obligation of the Company is reduced to €988,352.48.
The Company appealed on 16.3.2017 to the Administrative Appeals Court of Athens, requesting the partial annulment of decision 936/30.01.2017 of the Directorate of Dispute Resolution as to the part where it does not accept our appeal.
There is no other event that has a significant effect in the results of the Group and the Company which has taken place or was completed after 31.12.2016, the date of the 2016 annual financial statements and up until the approval of the 2016 annual financial statements by the Board of Directors of the Company on 27.3.2017.
The present Corporate Governance Statement is drafted in accordance with article 43bb of codified law 2190/1920 and contains the information that the abovementioned provision specifies as of 31.12.2016.
For the management of the Company, proper and responsible corporate governance is a core prerequisite for the creation of value for its shareholders and for safeguarding corporate interests.
The company, being listed on the Athens Exchange, fully complies with the provisions of the law – the provisions of which supersede in any case – on corporate governance for listed companies that are included in laws 2190/1920, 3016/2002, 4449/2017 as well as decision 5/204/14.11.2000 of the BoD of the Hellenic Capital Market Commission.
The policies and procedures applied by the Company are contained in the Articles of Association, which is hierarchically the supreme rulebook of operation, the Internal Operations Rulebook which is an internal Company document and acts supplementary to the provisions of its Articles of Association, and other Rulebooks and policies of the Company that regulate specific functions, and, lastly, the principles and specific practices for listed companies provided for in the Hellenic Corporate Governance Code for listed companies of the Hellenic Corporate Governance Council (HCGC), with which the Company voluntarily complies; the Code is available at http://www.athexgroup.gr/el/web/guest/esed-hellenic-cgc [in Greek].
The General Meeting of Shareholders is the supreme body of the Company having the authority to decide on all matters that concern the Company. The procedures and convocation rules, participation and decision making by the General Meeting, as well as its responsibilities are regulated in detail in the provisions of the Articles of Association of the Company and codified law 2190/1920.
Shareholders have the right to participate at the General Meeting, either in person or through a legally authorized representative, in accordance with the legal procedure in effect.
The Board of Directors ensures that the preparation and the proceedings of the General Meeting of shareholders facilitate the effective exercise of shareholder rights; shareholders are informed about all matters relating to their participation in the General Meeting, including the items on the Daily Agenda, and their rights during the General Meeting.
In particular regarding the preparation of the GM, and in conjunction with the provisions of codified law 2190/1920, the Company publishes on its website at least twenty (20) days before the General Meeting, both in the Greek and English languages, information regarding:
The Chairman of the Board of Directors of the Company, the Chief Executive Officer, and the Chairmen of the Committees of the Board of Directors are present at the General Meeting of shareholders, in order to provide
information and brief on matters that are put forth for discussion, and to answer questions or provide clarifications that shareholders ask. In addition, at the General Meeting, the head of Internal Audit of the Company is also present.
The Chairman of the Board of Directors, or if he or she is not able or absent, his or her replacement, temporarily chairs the General Meeting, electing one or two secretaries from among the shareholders that are present and / or from non-shareholders until the list of those able to participate at the General Meeting is approved, and the permanent Chair of the General Meeting is elected. The chair is comprised of the Chairman and one or two secretaries that also carry out vote gatherer duties. The election of the permanent Chair of the General Meeting is by secret ballot, unless the General Meeting itself decides otherwise or the law stipulates otherwise.
Following the certification of the list of shareholders that have the right to vote, the General Meeting immediately elects the permanent Chair, which is comprised of the Chairman and one or two secretaries, which also carry out vote gatherer duties. The decisions of the General meeting are taken in accordance with the provisions of the law in effect and the provisions of the Articles of Association of the Company.
A summary of the minutes of the General Meeting of shareholders is made available on the website of the Company within fifteen (15) days following the General Meeting of shareholders, along with a translation in English.
Every shareholder is allowed to participate and vote at the General Meeting of the Company that appears in that capacity in the records of the Dematerialized Securities System which is managed, in its capacity as Central Depository, by the company "Hellenic Central Securities Depository", which is the entity under the meaning of article 28a §4 of codified law 2190/1920 that holds the transferable securities of the Company at the start of the fifth (5th) day before the date of the General Meeting, and, in the case of a Repetitive General Meeting, at the start of the fourth (4th) day before the date of the Repetitive General Meeting. The exercise of these rights does not require the blocking of the shares of the holder, nor the observance of any other similar procedure. The shareholder can appoint a proxy if he or she wishes. In other respects, the Company complies with the provisions of codified law 2190/1920 (article 28a).
Shareholders participate in the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) private individuals as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the shareholder may appoint separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.
A plenipotentiary document for appointing proxies is available to shareholders in hard copy at the Investor Relations Department of the Company, and in electronic form on the website of the Company (www.athexgroup.gr).
The proxy is obliged to notify the Company, before the start of the meeting of the General Meeting, about any specific event, which may be useful to shareholders in order to ascertain the risk that the proxy may serve other interests besides the interests of the shareholder.
A conflict of interest may arise particularly when the representative is:
d) A spouse or a relative in the first degree with one of the private individuals that are mentioned in cases a) to c).
The Articles of Association of the Company provide shareholders the option to participate at the General Meeting and exercise their voting rights with electronic means, without their physical presence at the place where it is convened under the conditions of codified law 2190/1920. In addition, the Articles of Association make provision for shareholders to participate in the voting remotely, either by exercising their voting rights through electronic means, or by correspondence voting, under the conditions of Codified Law 2190/1920.
shareholder requests having the same content. There is no obligation to provide information, if the relevant information is already available in the company's website, especially in the form of questions and answers.
In all of the abovementioned cases, shareholders submitting requests are obliged to prove their status of shareholder and the number of shares that they possess at the time they exercise the right in question, which can be certified by their registration in the Dematerialized Securities System which is managed, in its capacity as Central Depository, by the company "Hellenic Central Securities Depository", which is the entity under the meaning of §4 article 28a of codified law 2190/1920. More detailed information concerning the abovementioned minority shareholder rights and on how they can be exercised is available on the website of the Company (www.athexgroup.gr).
The information of article 27 §3 of codified law 2190/1920, including the Invitation to the General Meeting, the procedure for exercising the voting rights by proxy, the documents appointing and revoking the appointment of a proxy, the draft decisions on the items of the daily agenda, as well as more comprehensive information regarding the exercise of minority rights of article 39 §§2, 2a, 4 and 5 of codified law 2190/1920, are available in hard copy at the Investment Relations Department of the Company (110 Athinon Ave, 4th floor, tel +30-210 3366 616), where shareholders can receive copies. In addition, all of the abovementioned documents, the total number of shares outstanding and voting rights (in total and by share class) are available in electronic form on the website of the Company (www.athexgroup.gr).
The Board of Directors which is elected by the General Meeting of shareholders manages the Company and represents it in and out of court. It is the primary obligation and duty of the members of the Board of Directors to constantly strive to increase the long term economic value of the Company and to defend company interests in general. Furthermore, given that the shares of the Company are listed in an organized market, the duty of the Board of Directors consists of constantly striving to increase long term shareholder value. Members of the Board of Directors are forbidden from pursue own interests at the expense of the Company's interest. This prohibition applies to all persons to whom the Board of Directors has assigned duties to manage the Company (substitutes of the Board of Directors).
At the end of each fiscal year, the Board of Directors drafts a report on the transactions of the Company with companies related with in (under the meaning of article 42e §5 of codified law 2190/1920). The report is provided to the supervisory authorities and is brought to the attention of the General Meeting of shareholders of the Company.
In accordance with the Company's Articles of Association, the Board of Directors may decide to assign the exercise of all or some of its rights and or powers concerning the management, administration and representation of the Company to one or more persons, regardless of whether these persons are members of the Board. The title and responsibilities of each of these persons is determined in the decision of the Board of Directors appointing them.
The Chief Executive Officer of the Company is its supreme executive officer, responsible for any matter concerning its operation, and has the overall supervision of its operation.
The Board of Directors, acting collectively, manages and administers corporate affairs. It can generally decide on any matter that concerns the Company, and takes any action, except those for which either by Law or by the Articles of Association, authority rests with the General Meeting of shareholders.
The Board of Directors of the Company has, as a whole, sufficient knowledge and experience, at least regarding the most important activities of the Company, so that it can carry out its monitoring function on the whole of its operation, either directly or indirectly through the relevant Committees of the Board of Directors. In order to avoid cases of conflict of interest, the Company adopts best practices and corporate governance principles that apply, especially regarding the separation of executive and supervisory duties of the members of the Board of Directors.
The BoD is comprised of executive, non-executive and independent non-executive members. Executive members are responsible for the day-to-day management of the Company, while non-executive members are duty bound to promote all corporate affairs.
Determines the remuneration of executive members and other members of the BoD, based on the long term interests of the Company and its shareholders.
Ensures that a transparent process is maintained in the proposals to elect new members to the BoD.
The responsibilities of the executive members of the BoD are to:
The responsibilities of the non-executive members of the BoD are to promote all corporate affairs pertaining to the supervision of the management of corporate affairs, and by providing direction concerning all corporate affairs, such as indicatively:
The independent members of the Board of Directors are tasked with promoting all corporate affairs.
In accordance with the Articles of Association, the Company is managed by a Board of Directors which is composed of nine (9) up to thirteen (13) members.
In accordance with the Company's Articles of Association, the term of office of the Board of Directors is four years, which is automatically extended until the Annual General Meeting of the shareholders of the Company which will meet or be convened after the end of its term of office.
Members are elected by the General Meeting of shareholders, in accordance with the provisions of codified law 2190/1920. The changes in the composition of the Board of Directors that take place during the fiscal year are, in accordance with the law, announced at the next Annual General Meeting.
Members of the Board of Directors can always be reelected and can be freely recalled.
The Board of Directors of the Company that was elected by the Annual General Meeting of shareholders on 20.5.2015, and whose term of office ends on 20.5.2019, consists of thirteen (13) members. Twelve (12) members have been elected by the General Meeting of Shareholders on 20.201 and one (1) member was elected by the Board of Directors on 22.2.2016 to replace a member that resigned. The composition of the BoD today is as follows:
| Name | Position | ||
|---|---|---|---|
| 1. | Iakovos Georganas | Chairman, non-executive member | |
| 2. | Socrates Lazaridis | Vice Chairman & Chief Executive Officer | |
| 3. | Alexandros Antonopoulos | Independent non-executive member | |
| 4. | Konstantinos Vassiliou | Non-executive member | |
| 5. | Ioannis Emiris | Non-executive member | |
| 6. | Dimitris Karaiskakis | Executive member | |
| 7. | Sofia Kounenaki – Efraimoglou | Independent non-executive member | |
| 8. | Ioannis Kyriakopoulos | (*) | Non-executive member |
| 9. | Adamantini Lazari | Independent non-executive member | |
| 10. | Nikolaos Milonas | Independent non-executive member | |
| 11. | Alexios Pilavios | Non-executive member | |
| 12. | Dionysios Christopoulos | Independent non-executive member | |
| 13. | Nikolaos Chryssochoides | Non-executive member |
(*) At the meeting of the Board of Directors on 22.02.2016 Mr. Ioannis Kyriakopoulos replaced Mrs. Paula Hadjisotiriou as non-executive member.
The biographical statements of the members of the current Board of Directors are available on the website of the Company (www.athexgroup.gr).
The members of the Board of Directors are elected by secret ballot by the General Meeting of the shareholders, in accordance with the provisions of codified law 2190/1920. The members of the Board of Directors can be shareholders or third parties, can always be reelected, and are freely recalled.
If a member of the Board of Directors resigns, dies, or forfeits his office for whatever reason, or is declared forfeit by a decision of the Board of Directors due to unaccounted for absence from the meetings for three straight months, the Board of Directors may continue to manage and represent the Company without replacing these members, provided that the remaining members are at least nine (9).
If the number of members of the Board of Directors drops below nine (9), and provided that the remaining members are at least three (3), the Board of Directors is obliged to elect replacements for the remainder of the term of office for the members being replaced, at least up until the ninth (9th) member. The decision on the election is published as provided by article 7b of codified law 2190/1920, as it applies, and is announced by the Board of Directors to the next General Meeting that is convened, which can replace the member elected even if such an item has not been included in the daily agenda. In any case, all actions of the members of the Board of Directors that have been elected in such a manner are considered valid, even if the members are replaced by the General Meeting.
The Board of Directors elects from among its members, by an absolute majority of members present or represented, the Chairman, the Vice Chairman who replaces the Chairman when he or she is absent or unavailable, while when the Vice Chairman is absent or unavailable he or she is replaced by another member of the Board of Directors who is appointed by it, or on occasion by the Chief Executive Officer of the Company. In addition, the Board of Directors, by an absolute majority of members present or represented, appoints its Secretary who may not necessarily be a member of the Board of Directors. These elections always take place during the first meeting of the Board of Directors following the General Meeting that decided the election of a new Board of Directors. The Chairman, the Vice Chairman as well as the Chief Executive Officer can always be re-elected.
The Board of Directors is convened by the Chairman or the Vice Chairman replacing him, and meets at the headquarters of the Company, or through teleconference, in accordance with the provisions of codified law 2190/1920 that are in effect, at least once a month.
The Board of Directors can legally meet outside its headquarters in another place, either in the country or abroad, provided that at the meeting all of its members are present or represented, and no member is opposed to holding the meeting and to taking decisions.
In fiscal year 2016 the Board of Directors met thirteen (13) times.
The attendance of each member of the Board of Directors at its meetings that took place during their tenure in fiscal year 2016 is shown in the following table:
| Name | Meetings during the member's tenure in fiscal year 2016 |
Number of meetings – present via proxy |
Number of meetings - presence in person |
|---|---|---|---|
| Iakovos Georganas | 13 | 13 | |
| Socrates Lazaridis | 13 | - | 13 |
| Alexandros Antonopoulos | 13 | 3 | 10 |
| Konstantinos Vassiliou | 13 | - | 9 |
| Ioannis Emiris | 13 | - | 13 |
| Dimitris Karaiskakis | 13 | 1 | 12 |
| Sofia Kounenaki – Efraimoglou | 13 | 13 | |
| Ioannis Kyriakopoulos | 12 | 2 | 10 |
| Adamantini Lazari | 13 | - | 13 |
| Nikolaos Milonas | 13 | 1 | 12 |
| Alexios Pilavios | 13 | - | 13 |
| Paula Hadjisotiriou | 1 | - | - |
| Dionysios Christopoulos | 13 | - | 13 |
| Nikolaos Chryssochoides | 13 | - | 13 |
The Board of Directors has a quorum and is legally in session when one half plus one of the members is present or represented; however the number of members that are present cannot be less than three (3). In order to calculate the number necessary for the quorum, any fractional remainder is discarded.
When the Board of Directors meets through teleconference, the members that participate in the teleconference are considered to be physically present.
The decisions of the Board of Directors are taken with an absolute majority of those present and represented, unless the law or the Articles of Association stipulate otherwise.
A member of the Board of Directors can be represented at the meetings only by another member of the Board of Directors, authorized in writing (including email, telegram or telefax), addressed to the Board of Directors.
Drafting and signing minutes by all members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if no meeting had previously taken place.
The discussions and the decisions of the Board of Directors are recorded in summary form in a special ledger which may be kept electronically. Following the request of a member of the Board of Directors, the Chairman is obliged to record to the minutes an exact summary of the member's opinion. In this ledger, a list of members present or represented at the meeting of the Board of Directors is recorded. The minutes of the Board of Directors are signed by the Chairman or the Vice Chairman, the Chief Executive Officer and the Secretary of the Board of Directors. Copies or excerpts of the minutes are provided by the Chairman or his replacement or by a person appointed by the Board of Directors.
The Board of Directors may, by a decision taken by an absolute majority of the members that are present and/or represented, delegate the exercise of all or some of its rights and or powers concerning the management, administration and representation of the Company to one or more persons, regardless of whether or not these persons are members of the Board. The title and responsibilities of each of these persons is always determined in the decision of the Board of Directors appointing them.
Members of the Board of Directors, Directors (division heads) and senior staff of the Company are prohibited from acting, without the prior consent of the General Meeting, for their own account or for the account of third parties, either alone or in collaboration with third parties, that are included, in whole or in part, in the goals of the Group, or to carry out work related to those goals, or to participate as partners in companies that have these objectives. If there is a breach of this prohibition, the Company has the right to receive compensation, and if the party responsible is a member of the Board of Directors, he or she forfeits the position by decision of the Board of Directors. In that case, §§2 and 3 of article 23 of codified law 2190/1920 also apply.
A basic requirement for continuous, long term growth, as well as ensuring the constant presence and sustainability of the company in the market, is the alignment of the goals and motives of the members of the BoD, executives and in general all employees of the company with the goals of shareholders as well as with market conditions in general.
In recognition of this condition, and respecting its legal and regulatory obligations, the Company has implemented, maintains and applies basic principles and rules concerning employee remuneration, including the members of the BoD and executives that promote proper and effective risk management and do not create incentives for relaxing risk standards.
As part of the licensing of the subsidiary company of the Group Athens Exchange Clearing House S.A., and compliance with the European Market Infrastructure Regulation (EMIR) concerning the obligations of Central Counterparties (CCPs) together with the existing legal and regulatory framework in Greece, a specific
remuneration policy was adopted which was subject to evaluation in accordance with the abovementioned Regulation which was successfully completed. Following this and for reasons of direct application and unified rules, this policy will also be adopted by the Company in order to complete the following core principles that are applied.
The remuneration of non-executive members of the Board of Directors is determined by a special decision of the Annual General Meeting, in accordance with the provisions of article 24 of codified law 2190/1920 and is related to the time provided for the meetings of the Board of Directors in carrying out their duties as nonexecutive members, and the extent of their duties.
There is no provision for providing bonuses, stock options or performance based remuneration.
The General Meeting of shareholders in 2016 has preapproved the payment to members of the Board of Directors and of the Committees of remuneration in accordance with article 24 §2 of codified law 2190/1920 for fiscal year 2016. Following the proposal of the BoD, this remuneration remained at the same level as for fiscal year 2015, as follows:
All of the abovementioned amounts are gross before taxes and other fees, including third party fees.
Total remuneration of the non-executive members of the Board of Directors for their participation in the Board of Directors and the Committees in 2016 amounted to €28,920.00 (net remuneration €28,572.96).
The remuneration of the executive members of the Board of Directors (Chief Executive Officer & Chief Operating Officer) are approved in accordance with the provisions of codified law 2190/1920 by the General Meeting of shareholders. As regards the remuneration of the executive members of the Board of Directors, the following apply:
The remuneration structure for executive members of the Board of Directors which do not receive remuneration for their participation in the Boards of Directors of the companies of the Group, includes a fixed and an ancillary part, as follows:
The annual base pay is the fixed part of the remuneration for executive members of the Board of Directors, and is determined in their individual employment contracts following approval by the General Meeting of shareholders of the Company, taking into consideration the level of their position in the organization, the importance of their position, their duties and responsibilities as well as market data on comparable positions of a similar level.
As far as other additional benefits are concerned, executive members of the Board of Directors receive supplementary benefits, which are provided without exception to all personnel of the Group, are part of the overall policy of the Company and do not provide any incentive for assuming risk. These benefits are for example health insurance.
It should be noted that the Annual General Meeting of shareholders of the Company of 29.5.2014 approved the extension of the term in the individual employment contract of the Chief Executive Officer and the Chief Operating Officer concerning the reduction in their annual remuneration, which for fiscal year 2016 amount to €185,743.29 for the Chief Executive Officer and €103,345.28 for the Chief Operating Officer, have been preapproved by the General Meeting on 20.5.2016 and will be submitted for approval by the upcoming General Meeting.
The abovementioned remuneration of executive members covers their services to all the companies of the Group. No bonuses, stock options or performance based remuneration have been granted.
The Company assesses the way the Board of Directors functions and carries out its duties. The location and evaluation of the strengths and weaknesses is a prerequisite for the improvement of the effectiveness of the BoD.
The self-assessment process of the Board of Directors and the Committees of the Board of Directors concerns the Board as a whole. The Chairman of the BoD supervises the process.
The Board of Directors also appraises the performance of its Chairman; as the Vice Chairman is not independent, this process is headed by a non-executive member of the BoD, in accordance with the special practice of the Corporate Governance Code. An assessment of each member of the Board of Directors may also optionally be made. The self-assessment of the Board of Directors takes place every two years. The Chairman of the BoD appoints an independent non-executive member of the Board or an independent third party to perform the assessment. The party responsible for carrying out the assessment must:
The assessment report is presented to the Board of Directors for discussion by the party responsible for the assessment. The management of the Company provides all necessary means to the party responsible for the assessment in order to complete the process. The Chairman of the BoD takes measures to resolve any identified weaknesses.
In 2016 an assessment of the Board of Directors, the Chairman of the BoD and its Committees was carried out, with the completion of a special questionnaire, the assessment report was drafted and its findings were presented to the Board of Directors.
The current members of the Board of Directors have notified the Company about the following professional commitments (including significant non-executive commitments to corporations and non-profit organizations):
| BoD member | Professional commitment | ||||
|---|---|---|---|---|---|
| Iakovos Georganas | Non-executive Chairman of the BoD of the subsidiary Hellenic Central Securities Depository S.A. |
||||
| Non-executive 1st Vice Chairman of the BoD of Piraeus Bank and a member of the Audit Committee and the Nomination Committee of the BoD |
| BoD member | Professional commitment |
|---|---|
| Socrates Lazaridis | Chief Executive Officer of the subsidiaries "Athens Exchange Clearing House" and "Hellenic Central Securities Depository" |
| Member of the BoD of the Hellenic Capital Market Commission |
|
| Member of the BoD of the Hellenic-American Chamber of Commerce |
|
| Chairman of the Hellenic Corporate Governance Council |
|
| Alexandros Antonopoulos |
Member of the Finance Committee of the Synod of the Church of Greece |
| Konstantinos Vassiliou |
General Manager, head of Group Corporate and Investment Banking (GCIB) and a member of the Strategic Planning Committee and the Executive Board of Eurobank |
| Non-executive member of the Board of Directors of Eurobank Factors |
|
| Non-executive member of the Board of Directors of Eurobank Equities |
|
| Ioannis Emiris | General Manager of Private and Investment Banking at Alpha Bank |
| Non-executive Member of the BoD of Alpha Bank London |
|
| Dimitris Karaiskakis | Chief Operating Officer of the Group |
| Sofia Kounenaki – | Vice Chairwoman of the Foundation of the Hellenic World |
| Efraimoglou | Chairwoman and Chief Executive Officer of Adrittos Holdings S.A. |
| Chairwoman and Chief Executive Officer of VEK Industrial-Commerce |
|
| Construction S.A. Holdings | |
| Chairwoman and Chief Executive Officer of Ladis Hotel, Tourism and Construction S.A. |
|
| Member of the BoD of the Hellenic Federation of Enterprises (SEV) |
|
| Member of the BoD of the Athens Chamber of Commerce and Industry (ACCI) |
|
| Cashier of the ALBA (Athens Laboratory of Business Administration) BoD |
|
| Vice Chairwoman of the BoD of the Hellenic Corporate Governance Council |
|
| Vice Chairwoman of the BoD of Technopolis-Acropolis S.A. |
|
| Vice-Chairwoman of the Hellenic – Latin American Business Council BoD |
|
| General Secretary of the Hellenic-Asiatic Business Council BoD |
|
| Member of the Advisory Committee of the Institute for Economic Policy and Public Governance of the Hellenic-American Chamber of Commerce |
|
| Member of the Business Advisory Council of the Athens University of |
|
| Economics and Business MBA International Program | |
| Member of the BoD of the Peloponnesian Folklore Foundation |
|
| Ioannis | Chief Financial Officer of National bank and the NBG Group |
| Kyriakopoulos | Non-executive 1st Vice Chairman of NBG Pangaea REIC |
| Adamantini Lazari | Non-executive member of the BoD of Selonda Aquaculture, and a member of the Audit Committee |
| Chairwoman of the BoD of Villa Precieux – a subsidiary of Selonda |
|
| Chairman of the BoD of Sparfis Sa – a subsidiary of Selonda |
|
| Member of the BoD of Polemarcha Epidavros S.A – a subsidiary of Selonda |
|
| Member of the BoD of Perseus S.A and a member of the Audit Committee – a subsidiary of Selonda |
|
| Advisor to the Board - Domius Capital Advisors LLP (consulting company based in London) |
|
| Member of the Investments Committee of the Economists Professional Insurance Fund |
| BoD member | Professional commitment |
|---|---|
| Nikolaos Milonas | Professor of Finance at the Economics Department of Athens University |
| Deputy Dean of Financial Affairs at Athens University |
|
| Chief Executive Officer at Tsagkaris S.A. (a company belonging to the University) |
|
| Member of the BoD of Evgenideio Hospital (a company belonging to the University) |
|
| Chairman of the BoD of ETB Energy Technology & Biofuels S.A. |
|
| Alexios Pilavios | Non-executive Member of the subsidiary Athens Exchange Clearing House |
| General Manager of Wealth Management at Alpha Bank |
|
| Chairman of the BoD of Alpha Finance |
|
| Chairman of the BoD of Alpha Asset Management |
|
| Member of the BoD of Alpha Bank London |
|
| Dionysios Christopoulos |
Deputy Director in the Banking Supervision Department of the Bank of Greece |
| Independent non-executive member of BoD of the subsidiaries Athens Exchange Clearing House and Hellenic Central Securities Depository |
|
| Member of the BoD of the Accounting Standardization and Audit Committee (ELTE) |
|
| Nikolaos | Chief Executive Officer of N. Chryssochoides Brokers |
| Chryssochoides | Vice Chairman of the BoD of the Association of Members of the Athens Exchange |
| Member of the BoD of Compro IT S.A. |
|
| Member of the BoD of U-Trade IT S.A. Holding |
As part of the continuous improvement of the organizational structure of the Company and the Group, the Board of Directors has assigned specialized topics to the following main special Committees, among others, which meet on a regular or ad hoc basis.
The Audit Committee operates as an oversight committee of the Board of Directors and its main purpose is to supervise the quality and integrity of the accounting and auditing mechanisms, as well as the process by which the financial statements are produced. The Audit Committee reports to the Board of Directors of the Company and, for matters concerning ATHEXCSD to the Board of Directors of the subsidiary company. The Audit Committee has at least three (3) non-executive members of the Board of Directors that are not involved in the operation of the Company in any way, in order to be able to pass judgment that is objective and independent without conflict of interest. In addition, the majority of the members of the Audit Committee consists of independent non-executive members.
The main responsibilities of the Committee are:
Evaluate the Director of Internal Audit
Examine and revise, whenever deemed necessary, the operation, structure, goals and procedures of the Internal Audit Division.
Assure the Board of Directors that there exists a sufficient and systematic review of the auditing mechanisms and the risk management mechanisms of the Company, which ensure the effectiveness,
the sufficiency and the conservation of resources concerning the smooth functioning of the Company and its subsidiaries.
The composition of the Audit Committee, which was appointed by the Annual General Meeting of shareholders of the Company on 20.05.2015, in accordance with the provision of article 37 of Law 3693/2008, as it applied, is the following:
Chairman Nikolaos Milonas
Members Adamantini Lazari
Alexandros Antonopoulos
The Audit Committee meets a minimum of four times a year, i.e. every quarter, or more frequently if necessary, following an invitation by the Chairman. In particular, the Audit Committee has the express right to convene as often as it deems necessary in order to carry out its duties. The Director of Internal Audit, as well as any member of the Committee has the right to request the convocation of an extraordinary meeting of the Committee if it is deemed necessary and considered useful to do so.
At the meetings of the Committee, besides the members, other persons may participate – without the right to vote - such as the Chief Executive Officer, the Director of Internal Audit, the Director of Financial Management, external auditors etc.
At least two (2) times per year, the Audit Committee must meet with the external auditors without the presence of management; the Audit Committee must also hold separate meetings with management and the internal auditors.
In order for the Committee to have the necessary quorum to meet and take decisions, the majority of its members must be present, either in person, or through a written authorization to another member of the Committee. If there is a tie in the voting, the Chairman casts the deciding vote.
The Audit Committee appoints its secretary, who is responsible for keeping detailed minutes of the meetings of the Committee. The minutes of the meetings record the decisions of the Committee, and are approved and signed by all members.
The Audit Committee reports to the Board of Directors on its activity at least once every quarter, either through minutes, or through written reports.
As part of carrying out its duties in 2016, the Audit Committee held seven (7) meetings. The participation of the Chairman and the members of the Audit Committee in the meetings held in fiscal year 2016 are shown in the following table:
| Name | Meetings held in fiscal year 2016 |
Number of meetings – present via proxy |
Number of meetings - presence in person |
|---|---|---|---|
| Nikolaos Milonas | 7 | - | 7 |
| Adamantini Lazari | 7 | - | 7 |
| Alexandros Antonopoulos | 7 | 1 | 6 |
The Committee during the meetings above, dealt with all matters under its competence, mainly to:
In addition, in 2016 the Audit Committee met twice with the external auditors of the Company, without the presence of management of the Company.
During the abovementioned meetings, the Audit Committee ascertained the effectiveness of the audit procedure applied by the external auditors, as well as their objectivity and independence.
The Audit Committee recommended the reappointment of "Ernst & Young (Hellas) Certified Auditors Accountants S.A." as external auditors for fiscal year 2016. The Board of Directors unanimously approved the recommendation of the Audit Committee and the reappointment of E&E as external auditors for fiscal year 2016 and this decision was subsequently approved by the Annual General Meeting on 25.05.2016. The fees of the external auditors for fiscal year 2016, based on the recommendation of the Audit Committee and the Board of Directors, was set by the Annual General Meeting as follows:
During 2016, E&Y also undertook the statutory audit of the two subsidiary companies of the Group.
The total cost for the statutory audit of the Company and the above subsidiary companies of the Group for 2016, including the tax audit of the Company and its subsidiaries, amounted to €75,500 plus VAT, compared to €80,000 plus VAT for 2015.
In addition, during 2016 E&Y provided additional services not related to the statutory audit of the fiscal year, that concerned tax and accounting services as part of the tax audit of the Company for fiscal years 208-2010, in the amount of €24,000 plus VAT, that correspond to 31.8% of the total fees for carrying out the statutory audit of the Company and the subsidiaries of the Group, and other non-audit services in the amount of €33,900 plus VAT, that correspond to 44.9% of the total fees received for the statutory audit of the Company and the subsidiaries of the Group.
For fiscal year 2015, the total fees paid to E&Y for additional audit and consulting services, in addition to the statutory audit, had amounted to €19,700.
Taking into consideration all of the above, the Audit Committee decided that the objectivity and independence of the external auditors for fiscal year 2016 was fully safeguarded. The independence of the external auditors was also confirmed in writing by the auditing company itself, with a letter addressed to the Audit Committee.
The Nomination and Compensation Committee is composed of three members of the Board of Directors, of which at least two are independent members; the Committee is chaired by an independent member. The main responsibilities of the Committee are to:
Committee composition:
Chairman Alexandros Antonopoulos Members Iakovos Georganas Sofia Kounenaki - Efraimoglou
The members of the Committee are appointed, removed and replaced by the Board of Directors. The loss of the status of member of the Board of Directors automatically implies the loss of the status of member of the Committee. The Committee meets at the invitation of the Chairman, as many times as it is deemed necessary in order to carry out its mission, but in any case no less than once every calendar year. Each member of the Committee has the right to request, in writing, the convocation of the Committee, in order to discuss specific matters.
In order to take a decision, the Committee must have a quorum of at least two members. The presence, participation and voting of a member of the Committee when a matter is being discussed that concerns it directly and personally, or has a conflict of interest, is not allowed. The abovementioned prohibition does not apply to decisions on matters that have general application.
The Committee has the right to invite to its meetings as many employees, executives or consultants of the Group as it deems necessary or useful.
The Committee is assisted in carrying out its work by the departments of the Company and is allowed to hire outside consultants and to determine the terms of engagement with them; these expenses will be borne by management's budget.
The Committee reexamines, on an annual basis, its rules of operation and either adds to or revises them with those amendments it deems useful.
In carrying out its duties for 2016, the Committee met four (4) times in the presence of all of its members in order to submit proposals to the Board of Directors as part of its responsibilities, to replace a member of the BoD that resigned, and to decide pay and other remuneration issues for senior management.
The Strategic Investments Committee is composed of members of the Board of Directors, and its main purpose is to determine investment strategy. At the meetings of the Investment Committee the Chief Financial Officer, who has been appointed as administrator of the cash assets of the Company, is present. The Investments Committee reports to the Board of Directors. Its main responsibilities are to:
Committee composition:
Chairman Ioannis Kyriakopoulos
Members Alexios Pilavios
Adamantini Lazari
In 2016 the approved investments policy was followed without deviation, and there was no need for the Committee to meet.
The Committee was set up in accordance with §7.1.3 of the Athens Exchange Rulebook, to cover the operational needs of the Organized Markets that have been set up and are in operation in accordance with the Rulebook, as well as overall compliance with the Rulebook.
It has a minimum of nine (9) members and a maximum of thirteen (13), of which 3 are chosen among executives of ATHEX and companies of the Group, with those members considered executive, and the remainder chosen among persons that possess guarantees of authority and specialization in capital markets locally or abroad. Besides the above members, the Committee may also have alternate members. The members of the Committee, regular or alternate, are appointed by the Board of Directors.
The Members of the Committee are checked for eligibility in accordance with the provisions of §4 article 42 of law 3606/2007. The term of office of Committee members ends on 30 June of each calendar year, and may be renewed. In each case, the Committee meets and legally decides until the term of office of its members is renewed, or new members are appointed.
During its 1st meeting, and after appointing its Members, it is formed as a body electing a Chairman, Vice Chairman and appoints a Secretary, which may or may not be a member of the Committee. The Chairman is mandatorily elected from among the executive members. The Committee drafts a Rulebook of Operation in which its responsibilities are specified, the conflict of interest policies described, and the following are specified: the convocation, the quorum and decision making, how members forfeit their seats, are absent or unable to attend, how members are replaced, how minutes are kept, as well as other procedural details of its operation. The abovementioned Rulebook of Operation is disclosed to the Board of Directors as well as to the Hellenic Capital Market Commission.
The responsibilities of the Committee are mainly to take decisions on manners concerning market access, trading in the Markets, listing of financial instruments and classifying them in Segments, notification obligations of listed companies, imposition of sanctions in accordance with Section (6) of the Athens Exchange Rulebook, as specified in the Rulebook of operation of the Committee. Furthermore, the Committee is responsible for amending the Rulebook of the Athens Exchange and to issue decisions in execution of the Rulebook, in accordance with §7.1.3.
The Committee may form committees and delegate to them, as well as to other departments, responsibilities regarding the implementation of the provisions of the Rulebook of the Athens Exchange. No responsibilities are delegated which concern the amendment of the Rulebook of the Athens Exchange or the issuance of decisions based on the Rulebook in accordance with §7.1.3 of the Rulebook of the Athens Exchange.
Wherever in the provisions of the Athens Exchange Rulebook there is mention to a Decision or other action of the Company, this decision is in principle taken by the Stock Markets Steering Committee, even if not expressly mentioned. The Steering Committee informs the Board of Directors quarterly on the events of the previous quarter.
Committee composition:
| Chairman | Socrates Lazaridis, Chief Executive Officer | ||
|---|---|---|---|
| Vice Chairman | Nikolaos Porfyris, Deputy Chief Operating Officer | ||
| Members | Panagiotis Drakos, President of the Union of Listed Companies | ||
| Eleftherios Kourtalis, President of the Hellenic Federation of Enterprises-Textile Industries | |||
| Michail Karamanof, Chief Executive Officer of Karamanof Securities | |||
| Kimon Volikas, President of the Hellenic Fund and Asset Management Association | |||
| Athanasios Savvakis, President of the Federation of Industries of Northern Greece | |||
| Dionysios Christopoulos, executive at the Bank of Greece | |||
| Apostolos Patrikios, Attorney, Committee Secretary |
In 2016 the Committee met forty one (41) times as part of the framework of responsibilities mentioned above.
The responsibility of the Committee is to regulate any matter and necessary detail that concerns the application of the provisions of the Regulatory Framework with regards to the operation of the Xnet services, especially in relation with the Xnet Network, the examination of applications and the participation of Members and Clearing Members, the risk management procedures that are applied and the determination of all types of parameters, methodologies and processes concerning this management, the procedures for settling Xnet trades and settlement, including the determination of cash settlement Entities and the particular procedures that are carried out by the Hellenic Central Securities Depository for settlement, the handling of overdue payments as well as taking related measures.
Committee composition:
Chairman Dimitris Karaiskakis, Chief Operating Officer Members Andreas Daskalakis, Director of Market Operation & Member Support Christos Nikolaidis, Director of Risk Management and Clearing Konstantinos Karanasios, Director of Central Registry Dimitris Gardelis, Director of IT Development
In 2016 the Committee held twelve (12) meetings as part of its abovementioned responsibilities.
The Athens Exchange Group complies at all levels with the existing regulatory framework for the application of equal treatment, and is committed to providing equal opportunity to all employees and candidates, at all levels of the hierarchy, and to operate under fair and legal human resource management processes, independent of race, age, origin, handicap, sexual orientation, religion, participation in organizations, political beliefs, or any other characteristics that is protected by the law. All decisions concerning employment, which include but not limited to those that concern recruitment, promotion, training, pay and benefits, are based on individual
qualifications, performance and behavior, and every effort is made that they be free of any illegal discrimination.
The scope of the activities of the Group requires the contribution and combination of abilities, skills, professional-cognitive experiences and personalities of many people with different characteristics at all levels, and as such diversity at the Group is applied in practice and not just in theory.
Placements in administrative, managerial and supervisory bodies and senior positions of responsibility are based on merit and candidates are objectively examined, taking into consideration the advantages of diversification that include, but are not limited to gender, age, educational background, professional experience, individual abilities, knowledge and length of service, according to objective criteria.
In particular, for candidate appointments to the BoD of the Company, a priority of the Nomination and Compensation Committee is to ensure that the Board of Directors possesses strong leadership and the required combination of abilities in order to effectively implement the business strategy of the Group.
In addition, it is ensured that members possess strong values, good repute and experience, in order to achieve sound and prudent management of the Company. Persons recommended for election are those that, as a whole hold a variety of views, knowledge, judgment and professional experience, a commitment to fully participate in the Board of Directors and its Committees, which are traits required to properly discharge their duties and to maintain at the Board of Directors a balance of qualifications consistent with corporate goals.
In addition, the structure, the specific activities and the environment in which the Group operates, the complexity of its operations and its special institutional role and character, the need to have a synthesis and balance between old and new members, gender balance, individual abilities and proven experience in financial matters, accounting, auditing, risk management and capital management, matters of new technologies and the new digital age, as well as a basic understanding of the legal and regulatory aspects that support the demands of the Group, are all taken into consideration.
On the Board of Directors of the Company, women account for 18.2% of non-executive members, and in the Committees of the Board of Directors the participation of women is 33%. The age of the members of the Board of Directors ranges from 43 to 85, with the average age being 57 years.
All members of the Board of Directors are holders of academic degrees at the University level conferred by Greek and/or foreign institutions, and most are also holders of post-graduate and/or doctorate degrees, with studies in various subjects, mainly finance and business administration, as well as political science, technology, information technology, philosophy, psychology.
Finally, all members have distinguished work careers and professional experience, with a long involvement in corporate management in Groups, corporations and banks and also in the financial sector, business administration, auditing, fund and risk management, financial management and corporate governance.
At the top management levels, all senior and top level executives have university level academic credentials, with studies in various subjects – business administration, information technology, economics, legal, accounting, mathematics, political science and public administration – and have extensive experience in their respective fields. The majority senior and top executives have risen through the ranks at the Group, with the rest coming from the labor market.
At the top hierarchy levels, 35% of the posts are held by women, while the four senior executives are all men. The ages of middle executives range from 45 to 59 (with an average of 51 years), and, for senior executives ages range from 52 to 59 (with an average of 55 years) respectively.
In order to achieve sustainable and balanced development, and with the core principle that for managerial, administrative and supervisory bodies and positions of responsibility, objective qualifications and abilities are the material criteria, and no automatic advancement takes place, the Group considers that the diversity applied, including gender balance, which is not approached on the basis of mandatory quotas, but based on objectivity and not an end in itself, is a key element for achieving its strategic objectives and maintaining its development, adds value, increases the qualifications ppo, the experience and view that the Group possesses for its senior positions, as well as competitiveness, productivity and innovation, so that in a structurally changing environment, it effectively and reliably improves the provision of core market operation services and adds value both to the capital raising procedures for businesses and to the fund management mechanisms for investors.
The primary concern of the Company is the development and the constant improvement and upgrade of the Internal Audit System, which comprises all of the recorded audit mechanisms and processes that cover the whole range of daily operations and procedures of the Company.
In particular, as regards the financial operation of the Company, a system of safeguards is in place that prevents or detects significant errors in time in order to ensure the reliability of the financial statements, the effectiveness and efficiency of operations and compliance with the rules and regulations. Based on specific significance criteria (quantitative and qualitative), important accounts are identified, procedures are recorded, responsibilities and policies are assigned and checkpoints are designed and are applied on a continuous basis by management and staff.
The Board of Directors has the ultimate responsibility to monitor and appraise the effectiveness and sufficiency of the Internal Audit System.
The following are responsible for auditing the observance of the Internal Audit System: a) the Audit Committee and b) the Internal Audit Division.
The Audit Committee of the Company has been set up by decision of the Board of Directors of the Company and operates based on the Standards for the Professional Application of Internal Audit of the Institute of Internal Auditors, decision 5/204/14.11.2000 of the Hellenic Capital Market Commission, Law 3016/2022 on corporate governance, and Law 3693/2008 on the harmonization of Greek legislation with Directive 2006/43/EC.
The main purpose of the Audit Committee is to assist the Board of Directors in the supervision of the quality, adequacy and effectiveness of the internal audit and risk management system, as well as the quality of the work performance of the Company.
The Internal Audit Division operates in the manner prescribed by the Code of Conduct and the International Professional Practices Framework (IPPF) of the Institute of Internal Auditors (IIA), decision 5/204/14.11.2000 of the Hellenic Capital Market Commission and Law 3016/2002 concerning corporate governance. The Internal Audit Division reports to the Board of Directors, through the Audit Committee which supervises it.
The main responsibility of the internal audit department is to express an opinion on the compliance or noncompliance of the internal processes of each audited area, as well as the application of the safeguards that have been adopted by Management, in order to prevent and avoid risk.
In addition, through the Regulatory Compliance Unit of the Group and the Regulatory Compliance Unit of Athens Exchange Clearing House (ATHEXClear), which operate independently of other departments of the Group, with clear and discrete lines of reporting from other Group activities, ensures compliance with the letter and more importantly the spirit of the law, the legal and regulatory rules and principles, the codes of conduct and the best practices in the markets in each of the countries where the Group and ATHEXClear are active, in order to minimize the risk of regulatory or supervisory sanctions, financial or reputational loss which the Group or ATHEXClear may suffer as a result of failure to comply with any rule.
In addition, a basic concern of the Group is the management of risk arising from its business activities.
The Group, as organizer of the capital market, has developed a comprehensive framework for managing the risks to which it is exposed, ensuring its sustainability and development, as well as contributing to the stability and security of the capital market.
Athens Exchange Clearing House (ATHEXClear) belongs to the Group; it operates as a Central Counterparty (CCP) in the clearing of cash and derivatives products, and as such is obliged to satisfy strict requirements concerning risk management.
In particular, the legal and regulatory framework which ATHEXClear is directly subject to and the Group indirectly with regards to their obligations to monitor and manage risk, includes the Regulation of Clearing of Transferable Securities Transactions in Book Entry Form, the Regulation on the Clearing of Transactions on Derivatives, and Regulation (EU) 648/2012 of the European Parliament and Council of July 4th 2012 for OTC derivatives, central counterparties, and trade repositories, known as EMIR (European Market Infrastructure Regulation).
In light of these new regulatory requirements, the Group has drafted a comprehensive plan to improve risk management in order to continue to provide high quality services.
The risk strategy of the Group is aligned with its business strategy to provide the appropriate infrastructure for the reliable, safe and unhindered operation of the capital market. In accordance with the strategy of the Group, the risk tolerance level is defined, in order to satisfy market needs, reduce cost for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements.
The services that the Group provides involved various types and levels of risk, and it is recognized that effective risk management consists of the following:
The Group ensures that it deals with all risks, internal or external, present or future, and especially those that have been recognized as being significant. It is recognized that each service offered by the Group can expose it to any combination of the risks mentioned below.
The usual risks to which, due to the nature of its activities, the Group may be exposed to are:
Risk due to a lack or failure of internal procedures and systems, by human factor or external events, including legal risk.
Risk due to new competitors, drop in trading activity on the exchange, worsening of the domestic and international financial climate etc.
In the relevant section of the Annual Financial Report, extensive mention is made about the procedure applied for dealing with financial, business and other reported risk categories.
The Board of Directors is informed on a regular basis about the risks that the Group faces, and examines whether these risks are clearly defined, whether they have adequately been estimated and whether risk management is effective.
In particular, in accordance with the provisions of the Articles of Association, the members of the Board of Directors can be nine (9) up to thirteen (13), are elected by the General Meeting, which also decides on their number. Their term of office is four years, beginning on the day of election by the General Meeting and ends at the Annual General Meeting that is convened in the year during which the four year term since the election has already been completed.
If a member of the Board of Directors resigns, dies, or forfeits his office in any way, or is declared forfeit by a decision of the Board of Directors due to unaccounted for absence from the meetings for three straight months, the Board of Directors may continue to manage and represent the Company without replacing these members, provided that the remaining members are at least nine (9).
If the number of members of the Board of Directors drops below nine (9), and provided that the remaining members are at least three (3), the Board of Directors is obliged to elect replacements for the remainder of the term of office for the members being replaced, at least up until the ninth (9th) member. If elected by the Board of Directors as a interim member to replace another member, the election is announced to the General Meeting immediately following (Annual or Extraordinary), which may replace the members thus elected even if no such item has been included in the daily agenda of the General Meeting in question.
Already, by decision of the General Meeting, the members of the Board of Directors are thirteen (13).
The members of the Board of Directors can always be reelected, and are freely recalled by the General Meeting of shareholders.
In accordance with the provisions of Article 2 of Law 3016/2002 on "Corporate governance, payroll issues and other provisions", a report on transactions with associated companies of the Hellenic Exchanges-Athens Stock Exchange SA Group (ATHEX) has been prepared for the fiscal year 1.1.2016 - 31.12.2016.
Transactions with companies associated with the Group concern the following categories:
These are the dividends which are received by Athens Exchange and by its subsidiaries, based on their participation percentages.
These are services granting the right to use the OASIS system, monitoring and maintaining the network, computer and telecommunications equipment of the companies of the Group and providing information to data vendors.
Because of the operating restructuring of the Group, by a contractual agreement dated 25.4.2005, Athens Exchange provides support and administrative services to the other companies of the Group. In addition, by the relevant contractual agreements ATHEX provides user and IT services to the other companies of the Group; these services are specified in the individual contracts.
Following the relocation of the departments of the Group to the new building, ATHEX collected rent from Athens Exchange and ATHEXClear up until 19.12.2013. The ATHEX central registry and depository business, which includes the building at 110 Athinon Ave, was transferred on 19.12.2013 to TSEC, at the same time the headquarters were moved to Athens and the name of the company changed to ATHEXCSD. Starting on 1.1.2014 rent is collected by ATHEXCSD from the other companies of the Group.
The former Athens Exchange had concluded a loan agreement with the former HELEX in order to provide the latter with a short term cash facility. Following the merger of ATHEX with HELEX on 19.12.2013, the loan agreement was written off.
The value of transactions and the balances of the Group with associated parties on 31.12.2016 are analyzed in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Remuneration of executives and members of the BoD | 1,411 | 1,490 | 1,009 | 1,013 |
For the Hellenic Exchanges-Athens Stock Exchange S.A. (ATHEX) Group (following the completion of the restructuring), intra-Group transactions between the following associated companies according to article 42e of Codified Law 2190/1920 are included:
The balances and the intra-Group transactions of the companies of the Group on 31.12.2016 are shown in the following tables:
| INTRA-GROUP BALANCES (in €) 31-12-2016 | ||||||
|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||||
| ATHEX | Claims | 0 | 154,864.00 | 16,532.92 | ||
| Liabilities | 0 | 44,399.84 | 0 | |||
| ATHEXCSD | Claims | 44,399.84 | 0 | 33,784.53 | ||
| Liabilities | 154,864.00 | 0 | 1,600.00 | |||
| ATHEXCLEAR | Claims | 0 | 1,600.00 | 0 | ||
| Liabilities | 16,532.92 | 33,784.53 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 31-12-2015 | |||||||
|---|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | |||||
| ATHEX | Revenue | 0 | 358,289.69 | 53,332.00 | |||
| Expenses | 0 | 274,938.62 | 0 | ||||
| Dividend Income |
9,069,380.00 | ||||||
| ATHEXCSD | Revenue | 274,938.62 | 0 | 9,284,271.75 | |||
| Expenses | 358,289.69 | 0 | 0 | ||||
| ATHEXCLEAR | Revenue | 0 | 0 | 0 | |||
| Expenses | 53,332.00 | 9,284,271.75 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 31-12-2016 | ||||||
|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||||
| ATHEX | Revenue | 0 | 415,113.68 | 53,332.00 | ||
| Expenses | 0 | 289,867.12 | 0 | |||
| Dividend Income |
0 | 4,013,000.00 | 0 | |||
| ATHEXCSD | Revenue | 289,867.12 | 0 | 6,227,402.36 | ||
| Expenses | 415,113.68 | 0 | 0 | |||
| ATHEXCLEAR | Revenue | 0 | 0 | 0 | ||
| Expenses | 53,332.00 | 6,227,402.36 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 31-12-2015 | |||||||
|---|---|---|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | |||||
| ATHEX | Revenue | 0 | 358,289.69 | 53,332.00 | |||
| Expenses | 0 | 274,938.62 | 0 | ||||
| Dividend Income |
9,069,380.00 | ||||||
| ATHEXCSD | Revenue | 274,938.62 | 0 | 9,284,271.75 | |||
| Expenses | 358,289.69 | 0 | 0 | ||||
| ATHEXCLEAR | Revenue | 0 | 0 | 0 | |||
| Expenses | 53,332.00 | 9,284,271.75 | 0 |
Intra-Group transactions concern: the annual fee for trade settlement (art. 1 decision 1 of ATHEX fees), settlement instructions (art. 1 decision 1 concerning ATHEX fees), support services (accounting, security, administrative services etc.), IT services, as well as PC support services, which are invoiced at prices comparative to those between third parties.
The present explanatory report of the Board of Directors contains information in accordance with article 4 §7 of Law 3556/2007, and will be submitted to the Annual General Meeting of shareholders, in accordance with the provisions of article 4 §8 of Law 3556/2007.
The share capital of the Company is €70,598,048.04 and is divided into 65.368.563 shares, with a par value of €1.08 each. All shares are listed for trading in the Main cash market of Athens Exchange. The Company's shares are common registered with a voting right.
The transfer of shares of the Company takes place in accordance with the Law and there are no restrictions on their transfer in the Company's Articles of Association.
The following shareholders on 31.12.2016 possessed, directly and indirectly, more than 5% of the share capital of the Company:
| Shareholder | % of the share capital of the Company |
|---|---|
| HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE (treasury stock) (Direct participation - % based on the notification by the shareholder on 30.12.2016) |
6.17% |
| FRANKLIN TEMPLETON INSTITUTIONAL LLC (indirect participation - % based on the notification by the shareholder on 9.2.2016) |
5.16% |
| THE LONDON AND AMSTERDAM TRUST COMPANY LTD (Direct participation - % based on the notification by the shareholder on 6.12.2013) |
5.01% |
No other physical or legal entity possesses more than 5% of the share capital of the Company.
No shares of the Company exist that confer on their holders special control rights.
No voting right restrictions are foreseen in the Articles of Association of the Company.
No agreement between its shareholders has been made known to the Company that implies restrictions in the transfer of its shares or in the exercise of voting rights of the Company's shares.
The Articles of Association have been harmonized with the provisions of Law 3604/2007. Beyond the special provision regarding the continuation of the representation and management of the Company in case of resignation, death, or in any other way loss of the capacity of Member of the BoD, provided that the remaining members are at least nine (9) in number, the provisions of the Articles of Association concerning the appointment and replacement of the members of the Board of Directors and the modification of the Articles of Association do not deviate from the provisions of Law 2190/1920, as it applies.
In accordance with article 13 §13 of Law 2190/1920, as it applies, the Board of Directors can increase the share capital of the Company, by issuing new shares, in order to implement stock option plans approved by the General Meeting, whereby beneficiaries obtain Company shares.
In accordance with the provisions of article 16 of Law 2190/1920, as it applies, the Company may, following the approval of the General Meeting, obtain own shares up to the amount of 1/10 of the paid-in share capital, under the specific terms and conditions foreseen by article 16 of Law 2190/1920, as it applies. There is no provision in the Articles of Association of the Company contrary to the above.
In accordance with the provisions in effect, the General Meeting of the shareholders of the Company on 20.05.2015 approved a share buyback program for up to 10% of the paid-in share capital, over a time period of 24 months, at a price range from €1.50 to €7.00, with the aim of cancelling at least 95% of the shares thus purchased (the remaining 5% may be distributed to employees).
In 2016, the Company purchased 4,035,813 own shares that correspond to 6.17% of the paid-in share capital of the Company.
No such agreement exists.
There are no agreements between the Company and members of its Board of Directors or employees, which foresee the payment of compensation, especially in case of resignation or termination without cause, or termination of the term of office or employment, as a result of a public offer.
The European Securities and Markets Authority (ESMA/2015/1415el) published the final guidelines on the Alternative Performance Measures (APMs) that apply starting on 3 July 2016 to companies with transferable securities traded in organized exchanges. APMs are published by the issuers during the publication of regulated information, and aim to improve transparency and promote usability as well as correct and comprehensive information of investors.
The Alternative Performance Measure is an adjusted financial measurement of past or future financial performance, financial position or cash flows that is different from the financial measurement defined in the applicable financial reporting framework. In other words APM on the one hand is not exclusively based on financial statement standards, and on the other it provides material supplementary information, excluding items that may potentially differentiate from the operating results or the cash flows.
Transactions with a non-operational or non-cash valuation that have a significant effect in the Statement of Comprehensive Income are considered items that affect the adjustment of the indices to APMs. These, nonrecurring in most cases, items may arise among other from:
APMs must always be taken into consideration in conjunction with the financial results that have been drafted based on IFRS, and in no instance should it be consider that they replace them. The Athens Exchange Group is using these adjusted APMs for the first time in fiscal year 2016, in order to better reflect the financial and operational performance related to the activity of the Group as such in the fiscal year in question, as well as the previous comparable period. The definition, analysis an calculation basis of the APMs used by the Group is presented below:
| Earnings Before Interest, Taxes, | items affecting the | |||
|---|---|---|---|---|
| Adjusted EBITDA = |
Depreciation & Amortization | - | adjustment |
| € thousand | 2016 | 2015 | Deviation % |
|---|---|---|---|
| EBITDA | 8,020 | 14,958 | (46)% |
| Provisions against bad debts | 824 | 365 | 126% |
| Termination benefits | 150 | 0 | 0% |
| Reversal of unused provisions | (249) | (200) | 25% |
| Adjusted EBITDA | 8,745 | 15,123 | (42)% |
| Deviation % | 9% | 1% |
In 2016 adjusted EBITDA was 9% higher compared to EBITDA, while compared to 2015, adjusted EBITDA is 42% lower, and improved by 8.7%
Adjusted EBIT = Earnings Before Interest & Taxes items affecting the adjustment
| € thousand | 2016 | 2015 | Deviation |
|---|---|---|---|
| % | |||
| EBIT | 5,140 | 12,885 | (60)% |
| Provisions against bad debts | 824 | 365 | 126% |
| Termination benefits | 150 | 0 | 0% |
| Reversal of unused provisions | (249) | (200) | 25% |
| Adjusted EBIT | 5,864 | 13,050 | (55)% |
| Deviation % | 14% | 1% | 0% |
In 2016 adjusted EBIT was 14% higher compared to EBIT, while compared to 2015, adjusted EBIT is 55% lower, i.e. improved by 8.3%.
| Adjusted EBT = Earnings Before Taxes |
- | items affecting the adjustment |
||
|---|---|---|---|---|
| € thousand | 2016 | 2015 | Deviation % |
|
| EBT | 3,366 | 13,450 | (75)% | |
| Provisions against bad debts | 824 | 365 | 126% | |
| Termination benefits | 150 | 0 | 0% | |
| Reversal of unused provisions | (249) | (200) | 25% | |
| Share valuation | 2,219 | 0 | 0% | |
| Provision to cover other risks | 0 | 300 | (100)% | |
| Bond de-recognition | 0 | 207 | (100)% | |
| Building values estimation | 0 | 399 | (100)% | |
| Adjusted EBT | 6,310 | 14,521 | (57)% |
Deviation % 87% 8%
In 2016 adjusted EBT was 87% higher compared to EBT, while compared to 2015, adjusted EBT is 57% lower, i.e. improved by 24%.
| Adjusted EAT = Earnings After Taxes - |
items affecting the adjustment |
|||
|---|---|---|---|---|
| € thousand | 2016 | 2015 | Deviation % |
|
| EAT | 1,429 | 9,038 | (84)% | |
| Provisions against bad debts | 824 | 365 | 126% | |
| Termination benefits | 150 | 0 | 0% | |
| Reversal of unused provisions | (249) | (200) | 25% | |
| Share valuation | 2,219 | 0 | 0% | |
| Provision to cover other risks | 0 | 300 | (100)% | |
| Bond de-recognition | 0 | 207 | (100)% | |
| Building values estimation | 0 | 399 | (100)% | |
| Adjusted EAT | 4,373 | 10,109 | (57)% | |
| Deviation % | 206% | 12% |
In 2016 adjusted EAT was 212% higher compared to EAT, while compared to 2015, adjusted EAT is 57% lower, i.e. improved by 32%.
| Net Profit attributable to the owners of the parent Company – items affecting the adjustment |
x 100 | |
|---|---|---|
| Adjusted EPS | = Average number of shares during the period |
| € thousand | 2016 | 2015 | Deviation |
|---|---|---|---|
| % | |||
| EPS | 0.03 | 0.14 | (79)% |
| Net other comprehensive income | 2,135 | 8,948 | (76)% |
| Provisions against bad debts | 824 | 365 | 126% |
| Building values estimation | 0 | 399 | (100)% |
| Termination benefits | 150 | 0 | 0% |
| Share valuation | 2,219 | 0 | 0% |
| Provision to cover other risks | 0 | 300 | (100)% |
| Bond de-recognition | 0 | 207 | (100)% |
| Reversal of unused provisions | (249) | (200) | 25% |
| Share valuation | (711) | 209 | (440)% |
| Termination provision | 5 | (119) | (104)% |
| Adjusted EPS | 4,373 | 10,109 | (57)% |
| Average number of shares during the period | 63,340,793 | 65,368,563 | (3)% |
| Adjusted EPS deviation | 0.07 | 0.15 | (53)% |
| Deviation | 133% | 7% |
In 2016 adjusted EPS was 133% higher compared to EPS, while compared to 2015, adjusted EPS is 53% lower, i.e. improved by 32.9%.
| Adjusted cash flows after | ||||||
|---|---|---|---|---|---|---|
| investments | Net cash flows | Net cash flows | items affecting | |||
| (cash flows before financial activities in the Statement of Cash Flows) |
= | from operating activities |
- | from investment activities |
- | the adjustment |
| € thousand | 2016 | 2015 | Deviation % |
|---|---|---|---|
| Net cash flows from operating activities | 4,250 | 7,046 | (40)% |
| Net cash flows from investment activities | (1,916) | (903) | 112% |
| Cash flows after investment activities | 2,334 | 6,143 | (62)% |
| Items affecting the adjustment | 2,944 | 1,071 | 175% |
| Adjusted cash flows from investment activities |
5,278 | 7,214 | (27)% |
| Deviation | 126% | 17% |
In 2016 adjusted cash flows after investments were 126% higher, while compared to 2015 adjusted cash flows after investments is 27% lower, i.e. improved by 56.5%.
| Profits Before Taxes + Interest & related expenses – items | |||
|---|---|---|---|
| Adjusted Return on Investment | affecting the adjustment (a) | x 100 | |
| (ROI), % | = | Total liabilities (reduced by third party cash & cash |
equivalents) + average interest bearing liabilities during the year (b)
| € thousand | 2016 | 2015 | Deviation % |
|---|---|---|---|
| Return on Investment (ROI) | 27% | 70% | (61)% |
| Earnings After Tax | 3,366 | 13,450 | (75)% |
| Interest & related expenses | 131 | (83) | (258)% |
| Items affecting the adjustment | 2,944 | 1,071 | 175% |
| Total (a) | 2,944 | 1,071 | (55)% |
| Total liabilities – Third party cash & cash equivalents (b) |
12,848 | 19,131 | (33)% |
| Adjusted Return on Investment (ROI) (a)/(b) |
0.50 | 0.75 | (34)% |
| Deviation % | 86% | 8% |
In 2016 adjusted ROI was 86% higher compared to ROI, while compared to 2015, adjusted ROI is 34% lower, i.e. improved by 44.3%.
| Adjusted Return on Equity | Profits After Taxes – items affecting the adjustment (a) = |
|||||
|---|---|---|---|---|---|---|
| (ROE), % | Total Equity (average) | |||||
| € thousand | 2016 | 2015 | Deviation % |
|||
| Return on Equity | 0.94% | 5% | (81)% | |||
| Net earnings for the period | 1,429 | 9,038 | (84)% | |||
| Items affecting the adjustment | 2,944 | 1,071 | 175% | |||
| Total | 4,373 | 10,109 | (57)% |
|---|---|---|---|
| Average total Equity | 152,358 | 179,171 | (15)% |
| Adjusted Return on Equity | 2.87% | 5.64% | (49)% |
| Deviation % | 206% | 13% |
In 2016 adjusted ROE was 206% higher compared to ROE, while compared to 2015, adjusted ROE is 49% lower, i.e. improved by 39.5%.
Adjusted Degree of Financial Self-Sufficiency = Total Equity – items affecting the adjustment
Total Balance sheet – third party cash assets
| € thousand | 2016 | 2015 | Deviation |
|---|---|---|---|
| % | |||
| Degree of Financial Self-Sufficiency | 92% | 90% | 2% |
| Total Equity | 140,692 | 177,900 | (21)% |
| Items affecting the adjustment | 2,944 | 1,071 | 175% |
| Total (a) | 143,636 | 178,971 | (20)% |
| Total Balance Sheet - Third party cash & cash equivalents |
153,540 | 197,031 | (22)% |
| Adjusted Degree of Financial Self Sufficiency (a/b) |
94% | 91% | 3% |
| Deviation % | 2% | 1% |
In 2016 the Adjusted Degree of Financial Self-Sufficiency was higher by 2 percentage points compared to the Degree of Financial Self-Sufficiency, while compared to 2015, the Adjusted Degree of Financial Self-Sufficiency is increased by 3 percentage points, i.e. it is improved by 50%.
As presented above in the analysis of individual APMs, the picture of the Athens Exchange Group significantly improves. In particular, excluding non-recurring provisions and valuation of assets in fiscal years 2015 and 2016, the picture in almost all APM measures is improved in both fiscal years. In order to more conservatively present financial data to shareholders and investors, the Group records items in the results that worsen the picture of the financial statements. Excluding these charges we end up at APMs, which the Group has begun publishing on 31.12.2016.
The itemized data that affects the adjustment of APMs for fiscal years 2016 and 2015 are shown in the table below:
| Revenue (expenses) in € thousand | ||
|---|---|---|
| Statement of Comprehensive Income | 2016 | 2015 |
| Provisions against bad debts | (824) | (365) |
| Building values estimation | 0 | (399) |
| Termination benefits | (150) | 0 |
| Share valuation | (2,219) | 0 |
| Provision to cover other risks | 0 | (300) |
| Bond de-recognition | 0 | (207) |
| Reversal of unused provisions | 249 | 200 |
| Total | (2,944) | (1,071) |
| Other Comprehensive Income | 0 | 0 |
| Share valuation | 711 | (209) |
| Termination provision | (5) | 119 |
| Grand total | (2,238) | (1,161) |
Athens, 27 March 2017
The Board of Directors
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. Chimarras 8B, 151 25, Marousi Athens, Greece
Tel.: 210 2886 000 Fax: 210 2886 905 ey.com
(free translation of the Greek original)
We have audited the accompanying standalone and consolidated financial statements of "HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA (ATHEX)", which comprise the standalone and consolidated statement of financial position as at December 31, 2016, the standalone and consolidated statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these standalone and consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal controls as management determines is necessary to enable the preparation of the standalone and consolidated financial statements that are free of material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these standalone and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards of Auditing that have been adopted by the Greek Law (GG/B'/2848/23.10.2012). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone and consolidated financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the standalone and 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 effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the standalone and consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. Chimarras 8B, 151 25, Marousi Athens, Greece
Tel.: 210 2886 000 Fax: 210 2886 905 ey.com
Taking into consideration that Management is responsible for the preparation of the Board of Directors' Report and Corporate Governance Statement that is included therein according to the provisions of paragraph 5 of article 2 (part B) of Law 4336/2015, we note the following:
a) The Board of Directors' Report includes a Corporate Governance Statement that contains the information that is required by article 43bb of Codified Law 2190/1920.
b) In our opinion, the Board of Directors' Report has been prepared in accordance with the legal requirements of article 43a and 107A and paragraph 1 (c and d) of article 43bb of Codified Law 2190/1920 and the content of the Board of Directors' Report is consistent with the accompanying standalone and consolidated financial statements of the year ended 31/12/2016.
c) Based on the knowledge we obtained from our audit of "HELLENIC EXCHANGES – ATHENS STOCK EXCHANGE SA (ATHEX)" and its environment, we have not identified any material misstatements to the Board of Directors Report.
Athens, 27 March 2017
The Certified Auditor Accountants
DIMITRIOS CONSTANTINOU VASSILIOS KAMINARIS S.O.E.L R.N. 16201 S.O.E.L R.N. 20411
ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. Chimarras 8B, 151 25, Marousi Athens COMPANY S.O.E.L. R.N. 107
for the period 1 January 2016 – 31 December 2016
In accordance with the International Financial Reporting Standards
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01.01 | 01.01 | 01.01 | 01.01 | ||
| Notes | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Revenue | |||||
| Trading | 5.9 | 4,460 | 5,691 | 4,460 | 5,691 |
| Clearing | 5.10 | 8,305 | 11,078 | 0 | 0 |
| Settlement | 5.11 | 1,398 | 1,587 | 0 | 0 |
| Exchange services | 5.12 | 3,118 | 6,026 | 3,118 | 6,026 |
| Depository services | 5.13 | 2,077 | 3,211 | 0 | 0 |
| Clearinghouse services | 5.14 | 166 | 168 | 0 | 0 |
| Market Data | 5.15 | 3,266 | 3,206 | 3,628 | 3,509 |
| IT services | 5.16 | 320 | 313 | 273 | 262 |
| Revenue from re-invoiced expenses | 5.17 | 915 | 840 | 915 | 840 |
| New Services (XNET, CP CSE - Sibex, IT etc) | 5.18 | 2,008 | 1,919 | 1,010 | 855 |
| Other services | 5.19 | 922 | 996 | 747 | 867 |
| Total turnover | 26,955 | 35,035 | 14,151 | 18,050 | |
| Hellenic Capital Market Commission fee | 5.22 | (1,088) | (1,356) | (405) | (516) |
| Total revenue | 25,867 | 33,679 | 13,746 | 17,534 | |
| Expenses | |||||
| Personnel remuneration and expenses | 5.23 | 9,543 | 9,869 | 4,753 | 4,660 |
| Third party remuneration and expenses | 5.24 | 588 | 714 | 420 | 604 |
| Utilities | 5.25 | 747 | 877 | 109 | 107 |
| Maintenance / IT support | 5.26 | 1,148 | 1,191 | 769 | 828 |
| Other Taxes | 5.27 | 1,079 | 1,557 | 617 | 1,051 |
| Building / equipment management | 5.28 | 556 | 621 | 109 | 103 |
| Marketing and advertising expenses | 5.29 | 271 | 213 | 242 | 187 |
| Participation in organizations expenses | 5.30 | 311 | 282 | 286 | 258 |
| Insurance premiums | 5.31 | 421 | 420 | 403 | 407 |
| Operating expenses | 5.32 | 385 | 388 | 529 | 555 |
| BoG - cash settlement | 5.33 | 61 | 62 | 0 | 0 |
| Other expenses | 5.34 | 146 | 139 | 73 | 95 |
| Total operating expenses | 15,256 | 16,333 | 8,310 | 8,855 | |
| Re-invoiced expenses | 5.35 | 866 | 925 | 752 | 910 |
| Expenses from new activities (XNET, CSE-SIBEX CP, | 5.36 | 901 | 1,098 | 90 | 43 |
| IT) | |||||
| Provision for bad debts | 5.40 | 824 | 365 | 0 | 584 |
| Total operating expenses, including new activities | 17,847 | 18,721 | 9,152 | 10,392 | |
| Earnings before Interest, Taxes, Depreciation & Amortization(EBITDA) |
8,020 | 14,958 | 4,594 | 7,142 | |
| Depreciation | 5.37 & 5.38 | (2,881) | (2,073) | (1,482) | (1,028) |
| Earnings Before Interest and Taxes (EBIT) | 5,139 | 12,885 | 3,112 | 6,114 | |
| Capital income | 5.42 | 577 | 1,554 | 407 | 1,214 |
| Dividend income | 5.51 & 5.39 | 0 | 0 | 4,013 | 9,069 |
| Revolution on real estate (profit/loss) | 5.37 & 5.38 | 0 | (399) | 0 | (1,090) |
| Provision to cover other risk | 5.47 | 0 | (300) | 0 | (300) |
| Loss / valuation of securities | 5.41 | (2,219) | 0 | (2,219) | 0 |
| Bond derecognition | 5.41 | 0 | (207) | 0 | (207) |
| Financial expenses | 5.42 | (131) | (83) | (20) | (10) |
| Earnings Before Tax (EBT) | 3,366 | 13,450 | 5,293 | 14,790 | |
| Income tax | 5.50 | (1,937) | (4,412) | (1,125) | (1,913) |
| Profits after tax | 1,429 | 9,038 | 4,168 | 12,877 |
Certain amounts in the previous fiscal year have been reclassified (see note 5.2)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 01.01 | 01.01 | 01.01 | 01.01 | ||
| Notes | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Net profit after tax (A) | 1,429 | 9,038 | 4,168 | 12,877 | |
| Other comprehensive income/(losses) | |||||
| Items that may later be classified in the income statement: |
|||||
| Other comprehensive income transferred to results in the following fiscal years Available for sale financial assets |
|||||
| Valuation profits / (losses) during the period | 5.41 | 1,002 | (294) | 1,002 | (294) |
| Income tax included in other comprehensive income / (losses) |
5.45 | (291) | 85 | (291) | 85 |
| Other comprehensive income no transferred to results in the following fiscal years |
|||||
| Actuarial profits / (losses) from staff compensation provision |
5.23 | (7) | 167 | (10) | 88 |
| Income tax effect | 2 | (48) | 3 | (26) | |
| Total other income / (loss) after taxes not transferred to other fiscal years(B) |
706 | (90) | 704 | (147) | |
| Total comprehensive income (A) + (B) | 2,135 | 8,948 | 4,872 | 12,730 |
| Distributed to: | |||
|---|---|---|---|
| Company shareholders | 2,135 | 8,948 | |
| Profits after tax per share (basic & diluted; in €) | 5.55 | 0.03 | 0.14 |
| Weighted average number of shares | 63,340,793 | 65,368,563 |
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Note | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| ASSETS | ||||||
| Non-Current Assets | ||||||
| Tangible assets for own use | 5.37 | 22,707 | 23,122 | 928 | 413 | |
| Intangible assets | 5.37 | 5,440 | 5,209 | 4,113 | 4,168 | |
| Real Estate Investments | 5.38 | 2,996 | 3,200 | 2,996 | 3,200 | |
| Investments in subsidiaries & other long term receivables |
5.39 | 68 | 68 | 58,118 | 58,118 | |
| Deferred tax asset | 5.44 | 983 | 1,315 | 915 | 1,245 | |
| 32,194 | 32,914 | 67,070 | 67,144 | |||
| Current Assets | ||||||
| Trade receivables | 5.40 | 5,117 | 6,520 | 2,851 | 2,666 | |
| Other receivables | 5.40 | 10,107 | 12,931 | 7,221 | 5,758 | |
| Income tax receivable | 5.40 | 3,312 | 3,715 | 1,052 | 1,155 | |
| Financial assets available for sale | 5.41 | 2,793 | 3,716 | 2,793 | 3,716 | |
| Cash and cash equivalents | 5.42 | 100,017 | 137,235 | 53,547 | 89,174 | |
| Third party balances in Group bank account | 5.43 | 206,080 | 447,816 | 1,228 | 1,008 | |
| 327,426 | 611,933 | 68,692 | 103,477 | |||
| Total Assets | 359,620 | 644,847 | 135,762 | 170,621 | ||
| EQUITY & LIABILITIES | ||||||
| Equity & Reserves | ||||||
| Share capital | 5.45 | 70,598 | 84,979 | 70,598 | 84,979 | |
| Own Shares | 5.45 | (18,634) | 0 | (18,634) | 0 | |
| Share premium | 5.45 | 157 | 157 | 157 | 157 | |
| Reserves | 5.45 | 70,119 | 62,584 | 66,958 | 59,699 | |
| Retained earnings | 18,452 | 30,180 | 10,336 | 19,051 | ||
| Total Equity | 140,692 | 177,900 | 129,415 | 163,886 | ||
| Non-current liabilities | ||||||
| Grants and other long term liabilities | 5.46 | 63 | 87 | 50 | 50 | |
| Provisions | 5.47 | 3,360 | 3,151 | 2,429 | 2,243 | |
| Deferred tax liability | 5.44 | 1,711 | 1,873 | 0 | 0 | |
| 5,134 | 5,111 | 2,479 | 2,293 | |||
| Current liabilities | ||||||
| Trade and other payables | 5.48 | 6,805 | 13,245 | 1,964 | 2,880 | |
| Third party balances in Group bank account | 5.49 | 206,080 | 447,816 | 1,228 | 1,008 | |
| Social Security | 5.52 | 909 | 775 | 676 | 554 | |
| 213,794 | 461,836 | 3,868 | 4,442 | |||
| Total Liabilities | 218,928 | 466,947 | 6,347 | 6,735 | ||
| Total Equity & Liabilities | 359,620 | 644,847 | 135,762 | 170,621 |
| Share Capital |
Own Shares |
Share Premium |
Reserves | Retained Earnings |
Total Equity |
|
|---|---|---|---|---|---|---|
| Balance 01/01/2015 | 48,373 | 0 | 43,954 | 61,598 | 35,283 | 189,208 |
| Profit for the period | 9,038 | 9,038 | ||||
| Profits/(losses) from valuation of financial assets available for sale |
(209) | 0 | (209) | |||
| Actuarial profit/ (loss) from defined benefit pension plans |
0 | 119 | 119 | |||
| Total comprehensive income after taxes | 0 | 0 | 0 | (209) | 9,157 | 8,948 |
| Profit distribution to reserves | 533 | (533) | 0 | |||
| Bond derecognition | 662 | 0 | 662 | |||
| Share Premium increase (note 5.45) | 43,797 | (43,797) | 0 | 0 | 0 | |
| Return of share capital (note 5.45) | (7,191) | (7,191) | ||||
| Dividends paid | (13,727) | (13,727) | ||||
| Balance 31/12/2015 | 84,979 | 0 | 157 | 62,584 | 30,180 | 177,900 |
| Profit for the period | 1,429 | 1,429 | ||||
| Actuarial profit/ (loss) from defined benefit pension plans |
0 | (5) | (5) | |||
| Profits/(losses) from valuation of financial assets available for sale |
711 | 711 | ||||
| Reclassification of valuation provision | 209 | 209 | ||||
| Total comprehensive income after taxes | 0 | 0 | 0 | 920 | 1,424 | 2,344 |
| Profit distribution to reserves | 6,615 | (6,615) | 0 | |||
| Share buyback (note 5.45) | 0 | (18,634) | 0 | 0 | (18,634) | |
| Return of share capital (note 5.45) | (14,381) | (14,381) | ||||
| Dividends paid (note 5.55) | (6,537) | (6,537) | ||||
| Balance 31/12/2016 | 70,598 | (18,634) | 157 | 70,119 | 18,452 | 140,692 |
| Share Capital |
Own Shares | Share Premium |
Reserves | Retained Earnings |
Total Equity |
|
|---|---|---|---|---|---|---|
| Balance 01/01/2015 | 48,373 | 0 | 43,954 | 59,246 | 19,839 | 171,412 |
| Profit for the period | 12,877 | 12,877 | ||||
| Other comprehensive income after taxes | 0 | 62 | 62 | |||
| Profits/(losses) from valuation of financial assets available for sale |
(209) | 0 | (209) | |||
| Total comprehensive income after taxes | 0 | 0 | 0 | (209) | 12,939 | 12,730 |
| Bond derecognition | 662 | 0 | 662 | |||
| Share Premium increase (note 5.45) | 43,797 | (43,797) | 0 | 0 | ||
| Return of share capital (note 5.45) | (7,191) | (7,191) | ||||
| Dividends paid | (13,727) | (13,727) | ||||
| Balance 31/12/2015 | 84,979 | 0 | 157 | 59,699 | 19,051 | 163,886 |
| Profit for the period | 4,168 | 4,168 | ||||
| Actuarial profit/ (loss) from defined benefit pension plans |
0 | (7) | (7) | |||
| Profits/(losses) from valuation of financial assets available for sale |
711 | 711 | ||||
| Reclassification of valuation provision | 209 | 209 | ||||
| Total comprehensive income after taxes | 0 | 0 | 0 | 920 | 4,161 | 5,081 |
| Profit distribution to reserves | 6,339 | (6,339) | 0 | |||
| Share buyback (note 5.45) | (18,634) | (18,634) | ||||
| Return of share capital (note 5.45) | (14,381) | (14,381) | ||||
| Dividends paid (note 5.55) | (6,537) | (6,537) | ||||
| Balance 31/12/2016 | 70,598 | (18,634) | 157 | 66,958 | 10,336 | 129,415 |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | 1.1- | 1.1- | 1.1- | 1.1- | ||
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |||
| Cash flows from operating activities | ||||||
| Profit before tax | 3,366 | 13,450 | 5,293 | 14,790 | ||
| Plus / (minus) adjustments for | ||||||
| Depreciation | 5.37 & 5.38 | 2,881 | 2,073 | 1,482 | 1,028 | |
| Grant depreciation | (24) | (24) | 0 | 0 | ||
| Staff compensation provisions | 5.23 | 53 | (7) | 8 | 19 | |
| Net provisions | 5.47 | 974 | 136 | 150 | 16 | |
| Revolution of real estate assets | 0 | 399 | 0 | 1,090 | ||
| Interest Income | 5.42 | (577) | (1,554) | (407) | (1,214) | |
| Dividends received | (4,013) | (9,069) | ||||
| Derecognition – Available for sale financial instruments |
2,219 | 207 | 2,219 | 207 | ||
| Interest and related expenses paid | 5.42 | 131 | 83 | 20 | 10 | |
| Plus/ (minus) adjustments for changes in working | ||||||
| capital accounts or concerning operating activities | ||||||
| Reduction/Increase in receivables | 4,226 | (648) | (1,798) | 832 | ||
| Reduction/Increase in liabilities (except loans) | (7,281) | 2,332 | (880) | 21 | ||
| Reduction/Total adjustments for changes in working | 5,968 | 16,447 | 2,074 | 7,730 | ||
| capital | ||||||
| Interest and related expenses paid | 5.42 | (131) | (83) | (20) | (10) | |
| Staff compensation payments | (166) | (337) | (121) | (215) | ||
| Taxes paid | (1,421) | (8,981) | (690) | (2,262) | ||
| Net inflows / outflows from operating activities (a) | 4,250 | 7,046 | 1,243 | 5,243 | ||
| Investing activities | ||||||
| Purchases of tangible and intangible assets | 5.37 & 5.38 | (2,493) | (2,457) | (1,738) | (1,950) | |
| Interest received | 5.42 | 577 | 1,554 | 407 | 1,214 | |
| Dividends received | 4,013 | 9,069 | ||||
| Total inflows / (outflows) from investing activities (b) | (1,916) | (903) | 2,682 | 8,333 | ||
| Financing activities | ||||||
| Special dividend (share capital return) | 5.45 | (14,381) | (7,191) | (14,381) | (7,191) | |
| Share buy back | 5.45 | (18,634) | (18,634) | |||
| Dividend payments | 5.55 | (6,537) | (13,268) | (6,537) | (13,268) | |
| Total outflows from financing activities (c) | (39,552) | (20,459) | (39,552) | (20,459) | ||
| Net increase/ (decrease) in cash and cash equivalents | (37,218) | (14,316) | (35,627) | (6,883) | ||
| from the beginning of the period (a) + (b) + (c) | ||||||
| Cash and cash equivalents at start of the period | 5.42 | 137,235 | 151,551 | 89,174 | 96,057 | |
| Cash and cash equivalents at end of the period | 5.42 | 100,017 | 137,235 | 53,547 | 89,174 |
The Company "HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (ATHEX)" with the commercial name "ATHENS STOCK EXCHANGE" was founded in 2000 (Government Gazette 2424/31.3.2000) having General Electronic Commercial Registry (GEMI) No 3719101000 (former Companies Register No 45688/06/Β/00/30). Its head office is in the Municipality of Athens at 110 Athinon Ave, Postal Code 10442. The shares of the Company are listed in the Main Market segment of the Athens Exchange cash market. Following the completion of the merger with the Athens Exchange (decision K2-7391/19.12.2013 of the Deputy Minister of Development and Competitiveness) based on its Articles of Association the company's purpose is:
The annual financial statements of the Group and the Company for 2016 have been approved by the Board of Directors on 27.3.2017. The financial statements have been published on the internet, at www.athexgroup.gr.
The companies in which the parent company participates with their relevant activities and participation percentages, which are included in the consolidated financial statements (with the full consolidation method), are:
| Company | Hellenic Central Securities Depository (ATHEXCSD) | |||
|---|---|---|---|---|
| Head Office | Athens | |||
| Exchange or on other exchanges or other organized cash markets. | Provision of support services for the operation of organized markets. Settlement of off-exchange transfers on transferrable securities. The provision of registration and settlement on dematerialized securities, listed and non-listed on the Athens |
|||
| without consideration and carrying out any activity related to the above. | The provision of services concerning: distribution of dividends, interest payment, distribution of securities, intermediation in the transfer of options or stock options |
|||
| Activity | The development, management and exploitation of the IT and operating system for registering dematerialized securities |
|||
| commercial exploitation of products, |
Carrying out commercial activities to promote and provide IT services and use / broadcast Market Data from Greece and abroad as a Data Vendor, as well as in general the promotion, distribution, support, monitoring, operation and systems and customized software applications based on corresponding licenses to resell and commercially exploit. |
|||
| % of direct participation | 31.12.2016 | 31.12.2015 | ||
| ATHEX | 100% | 100% | ||
| ATHEX GROUP | 100% | 100% |
| Company | Athens Exchange Clearing House (ATHEXClear) | |
|---|---|---|
| Head Office | Athens | |
| Activity | A/195/17.8.2007), as it applies. | Management of clearing systems and / or central counterparty, as well as comparable mechanisms with similar characteristics and / or a combination of these systems in order to carry out, in Greece and/or abroad, the activities of finalizing or reconciling or settling the finalization of transactions in financial instruments and in general the operation as a System administrator in accordance with the provisions of article 72 of Law 3606/2007 (Government Gazette |
| % of direct participation | 31.12.2016 | 31.12.2015 |
| ATHEX | 100% | 100% |
| ATHEX GROUP | 100% | 100% |
The ATHEX Group, despite being the entity operating the market for derivative financial products, and possessing the systems (OASIS, DSS) through which transactions in derivative products take place, does not use such products for its own account. Following the approval (decision 20153/15.7.2010) by the Athens Prefecture for the spin-off of the clearing of trades at ATHEX business from HELEX and its contribution to ATHEXClear, in accordance with Law 2166/1993, starting on 16.7.2010 ATHEXClear clears trades at Athens Exchange. ATHEXClear, a subsidiary of the Company, is a central counter-party and performs the clearing for every trade, but does not report these trades. The margin deposited to an account belonging to investors, managed by the Member and blocked in favor of ATHEXClear is not reported in the financial statements.
The various types of guarantees that ATHEXClear and the Athens Exchange receive from their Members, in order to acquire and maintain their capacities in the Cash and Derivatives markets are reported.
At the end of 2013 the following corporate actions were completed: a) by the approval decision (Κ27391/19.12.2013) of the Deputy Minister of Development and Competitiveness, HELEX absorbed ATHEX and as a result carries out itself trading (organization and operation of securities and derivative markets as well as other financial instruments) at the Athens Exchange and b) by the approval decision (39079/19.12.2013) of the Chairman of Thessaloniki Chamber of Commerce and Industry (TCCI), the spin-off of the Central Securities Depository business, the Registry and Settlement services, as well as the management of the Dematerialized Securities System, and contribution to HCSD in accordance with law 2166/1993; as a result the abovementioned activities are now being carried out by the Central Securities Depository S.A. (ATHEXCSD).
The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB) and their interpretations as issued by the International Financial Reporting Interpretations Committee (IFRIC) of IASB and adopted by the European Union and are mandatory for fiscal years ending on December 31st 2016. There are no standards and interpretations of standards that have been applied before the date they go into effect.
The attached financial statements have been drafted on the basis of historical cost as modified by the revaluation of specific assets, equity and liabilities to fair values (commercial securities portfolio, assets available for sale) and the principle of "going concern".
The excellent organization of the Group, the reliable operation of the capital market, the continuous investment in modern equipment and processes, the absence of loan liabilities, the recognition of its reliability by internationally recognized rating agencies, as well as the liquidity that it possesses, guarantee its survival in the long term, with significant benefits for shareholders. The recent economic crisis gripping the country, and the imposition of capital controls, create significant problems in the operation and profitability of the Group; however it is estimated that, with the agreed actions of the 3rd memorandum signed by the Greek government as part of the EU and within the Euro system, any obstacles will be overcome and the country will return to growth, supported by the necessary structural changes that are gradually being legislated.
The preparation of financial statements in accordance with the International Financial Reporting Standards requires that the Management of the Group make important assumptions and accounting estimates that affect
the balances of the Asset and Liability accounts, the disclosure of contingent claims and liabilities on the preparation date of the Financial Statements, as well as the revenues and expenses presented in the fiscal year in question. Despite the fact that these estimates are based on the best possible knowledge of the management of the Company as regards the current conditions, actual results may differ from these estimates in the end.
Estimates and judgments are continuously evaluated, and are based on actual data and other factors, including anticipation of future events that are to be expected under reasonable conditions. The management of the Company estimates that there are no estimates and assumptions that involve a significant risk of causing material adjustments in the book values of the assets and liabilities.
The sectors that require a higher degree of judgment and where the assumptions and estimations are significant for the Financial Statements are noted below:
Current tax obligations, both for the current as well as for previous fiscal years, are calculated based on the amounts that are expected to the paid to the tax authorities, using the tax rates that have been legislated up until the balance sheet date. Income tax in the income statement includes the tax for the current year, as expected to be declared in the income tax declaration, as well as estimated additional tax assessments that may be imposed by the tax authorities during the auditing of the unaudited fiscal years. These assumptions take into consideration past experience and an analysis of current facts and circumstances. As such, the final income tax settlement may deviation from the income tax booked in the financial statements (note 5.50).
If the final tax figure is different than the amount initially recognized, the difference will affect the income tax in the fiscal year the determination of the tax differences takes place (note 5.50).
The management of the Group periodically reexamines the adequacy of the provision for bad debts in conjunction with its credit policy, and by taking into consideration information provided by the Legal Affairs Division of the Group, which are the result of the processing of the relevant historical data and recent developments in the cases that it handles (note 5.40).
Management makes certain estimates concerning the useful life of depreciable assets. These remaining useful lives are periodically reexamined in order to estimate whether they continue to be appropriate. In addition, management evaluates market conditions in the real estate market and makes estimates regarding their valuation (notes 5.37 & 5.38).
The cost of the benefits for defined benefits plans is calculated using actuarial estimates, which in turn use assumptions about the discount rates, the rate of salary increases, and mortality rates. Due to the long term nature of these plans, these assumptions are subject to significant uncertainty (note 5.23), and are reevaluated on each reporting date.
Management strives to estimate in the best possible manner these parameters on every reporting date when this provision is revised (notes 5.23 & 5.47).
The Company carries out the relevant impairment check of their participations when there are impairment indications. In order to perform the impairment check, a determination of the "value in use" of the subsidiaries takes place. This determination of the value in use requires that the future cash flows of each subsidiary be determined, and the appropriate discount rate selected, based on which the present value of the abovementioned future flows is determined (note 5.39).
Deferred tax claims are recognized for all deductible temporary differences and tax losses carried forward to the extent that it is probable that taxable profits will be available in the future to be used against those deductible temporary differences and tax losses carried forward. Significant estimates by Management are required in order to ascertain the size of the deferred tax claim that may be recognized, based on the possible time and size of future taxable profits in conjunction with the tax planning of the entity (note 5.44).
The existence of contingent liabilities requires that Management constantly make assumptions and value judgments regarding the possibility that future events may or may not occur, as well as the effect that these events could have on the activity of the Group (note 5.47).
There are no significant assumptions that have been made about the future or other sources of estimation uncertainty which may cause significant risk for material adjustment in the book value of the assets and liabilities in the following fiscal year.
The economic crisis in the country intensifies uncertainty and concern. Following the agreement with the creditors in the EU and the Eurozone however, and the completion of the evaluation of the program by the institutions, Greece is gradually expected to overcome the economic crisis and, supported by the far-reaching and necessary structural changes, enter a growth phase.
Management examines the main financial data and, on occasion, the fulfillment of medium term budgets, together with the existing loan conditions, if available, in order to arrive at the conclusion that the assumption of going concern is appropriate for use in preparing the annual financial statements of the Group and the Company.
It is estimated that, following the agreement with the institutions, the signing of the third Memorandum and the implementation of the commitments undertaken, the crisis that the Greek economy faces will gradually be overcome. The positive evaluation of the program by the institutions and the removal of capital controls will help restore a healthy economic environment in Greece. The companies of the Group are very well placed in the domestic and international capital markets, and are well organized in order in order to overcome any adversities they face.
As part of the effort to provide greater transparency and more meaningful information to investors, a reclassification of accounts in the Statement of Comprehensive Income took place. As a result of these changes, it is required that the published data for the corresponding period last year be adjusted accordingly, in order to make the two periods comparable.
The table below presents that classification of the published Statement of Comprehensive Income of the Group and the Company to the new account structure that the Group decided to implement from 01.01.2015 onwards.
The changes below do not change either total turnover or the profits of the Group and the Company.
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 01.01 | 01.01 | 01.01 | 01.01 | |||
| note | 31.12.2015 | 31.12.2015 | 31.12.2015 | 31.12.2015 | ||
| Modified | Published | Modified | Published | |||
| Revenue | ||||||
| Trading | 5.9 | 5,691 | 5,691 | 5,691 | 5,689 | |
| Clearing | 5.10 | 11,078 | 11,078 | 0 | 0 | |
| Settlement | 5.11 | 1,587 | 1,587 | 0 | 0 | |
| Exchange services | 5.12 | 6,026 | 5,892 | 6,026 | 5,892 | |
| Depository services | 5.13 | 3,211 | 3,211 | 0 | 0 | |
| Clearinghouse services | 5.14 | 168 | 168 | 0 | 0 | |
| Data feed | 5.15 | 3,206 | 3,354 | 3,509 | 3,659 | |
| IT services | 5.16 | 313 | 306 | 262 | 255 | |
| Revenue from re-invoiced expenses | 5.17 | 840 | 840 | 840 | 840 | |
| New Services (XNET, CP CSE - Sibex, IT etc.) | 5.18 | 1,919 | 1,919 | 855 | 855 | |
| Other services | 5.19 | 996 | 989 | 867 | 860 | |
| Total turnover | 35,035 | 35,035 | 18,050 | 18,050 | ||
| Hellenic Capital Market Commission fee | 5.22 | (1,356) | (1,356) | (516) | (516) | |
| Total Operating revenue | 33,679 | 33,679 | 17,534 | 17,534 | ||
| Costs & Expenses | ||||||
| Personnel remuneration and expenses | 5.23 | 9,869 | 9,869 | 4,660 | 4,660 | |
| Third party remuneration and expenses | 5.24 | 714 | 714 | 604 | 604 | |
| Utilities | 5.25 | 877 | 877 | 107 | 107 | |
| Maintenance / IT support | 5.26 | 1,191 | 1,191 | 828 | 828 | |
| Other Taxes | 5.27 | 1,557 | 1,557 | 1,051 | 1,051 | |
| Building / equipment management | 5.28 | 621 | 621 | 103 | 103 | |
| Marketing and advertising expenses | 5.29 | 213 | 213 | 187 | 187 | |
| Participation in organizations expenses | 5.30 | 282 | 282 | 258 | 258 | |
| Insurance premiums | 5.31 | 420 | 420 | 407 | 407 | |
| Operating expenses | 5.32 | 388 | 388 | 555 | 555 | |
| BoG - cash settlement | 5.33 | 62 | 62 | 0 | 0 | |
| Other expenses | 5.34 | 139 | 139 | 95 | 95 | |
| Total operating expenses | 16,333 | 16,333 | 8,855 | 8,855 | ||
| Re-invoiced expenses | 5.35 | 925 | 925 | 910 | 910 | |
| Expenses from new activities (XNET, CSE-SIBEX CP, IT) |
5.36 | 1,098 | 1,098 | 43 | 43 | |
| Provisions for bad debts | 5.40 | 365 | 365 | 584 | 584 | |
| Total operating expenses, including new activities | 18,721 | 18,721 | 10,392 | 10,392 | ||
| Earnings before Interest, Taxes, Depreciation & Amortization(EBITDA) |
14,958 | 14,958 | 7,142 | 7,142 | ||
| Depreciation | 5.37&5.38 | (2,073) | (2,073) | (1,028) | (1,028) | |
| Earnings Before Interest and Taxes (EBIT) | 12,885 | 12,885 | 6,114 | 6,114 | ||
| Capital income | 5.42 | 1,554 | 1,554 | 1,214 | 1,214 | |
| Dividend income | 5.51&5.39 | 0 | 0 | 9,069 | 9,069 | |
| Revolution on real estate (profit/loss) | 5.37&5.38 | (399) | (399) | (1,090) | (1,090) | |
| Impairment provision-financial assets available for sale |
5.47 | (300) | (300) | (300) | (300) | |
| Bond derecognition | 5.41 | (207) | (207) | (207) | (207) | |
| Financial expenses | 5.42 | (83) | (83) | (10) | (10) | |
| Earnings Before Tax (EBT) | 13,450 | 13,450 | 14,790 | 14,790 | ||
| Income tax | 5.50 | (4,412) | (4,412) | (1,913) | (1,913) | |
| Profits after tax | 9,038 | 9,038 | 12,877 | 12,877 |
Reclassification of €148 thousand from Data Vendors in the published financial statement to Other Services - €7 thousand, IT services - €7 thousand, and Exchange services - €134 thousand.
The basic accounting principles adopted by the Group and the Company for the preparation of the attached financial statements are as follows.
The Consolidated Financial Statements include the Financial Statements of the Group and its subsidiaries. Subsidiaries are all companies (including special purpose vehicles) whose operation the Group controls. The Group controls a company when it is exposed to, or has rights to, various returns of the company due to its participation in it, and has the ability to affect these returns through its power over the company.
Subsidiaries are fully consolidated from the date that control is transferred to the Group and cease being consolidated from the date that this control no longer exists.
The Group is using the acquisition method to account for business combinations. The acquisition price for a subsidiary is calculated as the total of the fair values of the assets transferred, liabilities assumed and participation titles issued by the Group. The consideration of the transaction also includes the fair value of the assets or liabilities that arise from a contingent consideration agreement.
In a business combination the costs related to the acquisition are expensed. The identifiable assets acquired, the liabilities and contingent liabilities are measured at fair value on the acquisition date. In case of a noncontrolling participation, the Group either recognizes it at fair value, or at the equity share value of the company acquired.
If an acquisition takes place in stages, the book value of the assets of the company that is acquired and possessed by the Group on the acquisition date is revalued at fair value. The profit or loss from the revaluation at fair value is recognized in the profit and loss statement.
Each contingent consideration provided by the Group is recognized at fair value on the acquisition date. Subsequent changes in the fair value of the contingent consideration, which is considered an asset or a liability, is recognized either in accordance with IAS 39, in the profit and loss statement, or as a change in other comprehensive income. The contingent consideration that is classified as an asset is not revalued and subsequent arrangements take place in equity.
Goodwill initially recognized in the acquisition cost is the excess amount from the total consideration that was paid and the amount recognized as a non-controlling participation, against the net assets that were acquired and the liabilities assumed. Provided that the fair value of assets is greater than the total consideration, the profit from the transaction is recognized in the Statement of Comprehensive Income.
Following the initial recognition, goodwill is measured at cost minus accumulated impairment losses. For the purposes of an impairment test, goodwill created from company acquisitions, is distributed after the acquisition date to each cash generating unit of the Group that is expected to benefit from the acquisition, independent on whether the assets or liabilities of the acquired firm are transferred to that unit.
If goodwill is allocated to a cash generating unit and part of the activity of that unit is sold, the goodwill associated with that part of the activity is included in the book value when determining profit and loss from the sale. In that case, goodwill sold is calculated based on the relative values of the activity sold and the part of the cash flow generating unit that is maintained.
Any losses are distributed to non-controlling participations, even if the balance becomes negative.
In the Statement of Financial Position of the Company, investments in subsidiaries are shown at the acquisition value less any impairment losses. The acquisition value is adjusted in order to incorporate the changes in the consideration from the changes in the contingent consideration.
The financial statements of the subsidiaries are prepared on the same date and use the same accounting principles as the parent Company. Intra-group transactions, balance and accrued profits/ losses in transactions between the companies of the Group are eliminated.
Transactions with non-controlling participations that result in control of a subsidiary by the Group being maintained are considered equity transactions, i.e. transactions between owners. The difference between the fair value of the consideration paid and the part of the book value of the net assets of the subsidiary company that has been acquired is also recognized in equity.
When the Group ceases to control a subsidiary company, and provided that it continues to maintain a participation in it, then the participation is recalculated at fair value at the time when control ceases and any subsequent change in book value is recognized in the results. For accounting purposes the fair value is the initial current value of the remaining participation in the associate company, joint venture or financial asset. In addition, any amount previously recognized in other comprehensive income concerning that company, is accounted using the same method that the Group would have used in case the assets or liabilities had been liquidated. This may mean that amounts previously recognized in other comprehensive income are reclassified in the results for the fiscal year.
The data in the Financial Statements of the companies of the Group are measured in the currency of the financial environment in which each company functions (functional currency). The consolidated Financial Statements are presented in euro, the functional currency of the parent company.
Transactions in foreign currency are converted to the functional currency using the exchange rates in effect on the date of the transactions. Profits and losses that arise from the settlement of transactions in foreign currency, as well as from the valuation, at the end of the fiscal year, of the currency assets and liabilities that are expressed in foreign currency, are booked in the Statement of Comprehensive Income. Foreign exchange differences from non-currency assets that are valued at fair value are considered part of the fair value and are therefore booked just like differences in fair value.
Investments in real estate are those assets which are owned either for rental income or for capital gains or both. Plots of land and buildings are the only investments considered investments in real estate.
Investments in real estate are initially measured at cost. Initial cost includes transaction expenses: professional and legal expenses, transfer taxes and other direct costs.
Following the initial measurement, investments in real estate are measured at acquisition cost minus accumulated depreciation and any provisions of impairment of their value.
Transfers to investments in real estate only take place when the purpose of their use changes, as demonstrated with the end of their use, the start of a long term financial lease to third parties or the completion of their construction or development. Transfers from investments in real estate only take place when there is a change
in use, as demonstrated by the start of their use by the Group or the start of development with the intent to sell.
For a transfer from investments in real estate that is presented at fair value to owner-occupied property, the cost of the property for subsequent accounting treatment (in accordance with IAS 16), is the acquisition cost minus accumulated depreciation.
Depreciation of investments in real estate (except plots of land which are not depreciated) is calculated using the straight line method for the duration of their useful life, which is estimated at 25 years.
The useful life of investments in real estate and their salvage values are revised annually. When the book value of investments in real estate exceeds their recoverable value, the difference (impairment) is recognized as an expense in the Statement of Comprehensive Income.
Due to the perceived drop in the value of plots of land and buildings, the Group decided to assign the study of determining the market value of its property, in accordance with IFRS 13, to independent recognized estimators. The study was delivered at the beginning of March 2016, while the Group adjusted the value of the property on 31.12.2015 in line with the results of the study, in order to record on the balance sheet the fair value of the property.
Real estate (plots of land – buildings) belonging to fixed assets are recorded at their adjusted values, during the first application of IFRS, and subsequently at fair value.
Due to the continuing economic crisis in the country, and the resulting drop in the value of plots of land and buildings, the Group decided to assign the study of determining the market value of the properties of the Group, in accordance with IFRS 13, to independent recognized estimators. The study was completed and turned over at the beginning of March 2016; however the Group adjusted the value of its properties on 31.12.2015 in line with the results of the study, in order record on the balance sheet of 31.12.2015 the fair value of the properties.
Even though the estimation report did not reveal a significant total discrepancy with the book value of the properties at the Group level, as recorded in the accounts, it did show significant deviations in particular buildings, as well as significant value differences between the plots of land and the buildings on those properties. In particular the estimate significantly reduces the value of the plots of land at the Group level, and increases the value of the buildings. As a result, in the years to follow, the Group will be obliged to record increased depreciation levels.
Notes 5.37 and 5.38 report the estimates of the market value of the real estate of the Group, as calculated in the Report of the independent real estate estimators that was presented to the Group at the beginning of March 2016.
Other owner-occupied tangible assets are presented in the financial statements at their acquisition values less accumulated depreciation and any possible value impairment.
The acquisition cost includes all the direct expenses for the acquisition of the assets.
Later expenses are recognized as an increase in the book value of the tangible fixed assets or as a separate asset only if it is estimated that future financial benefits will flow to the Group, and the cost can be reliably measured.
The cost of repairs and maintenance is recognized in the Statement of Comprehensive Income when incurred.
Depreciation of other tangible assets (except plots of land which are not depreciated) is calculated using the straight line method during their useful life.
The Group and the parent company harmonized the useful life of tangible assets with that of the tax law. In accordance with the new tax law (4172/23.7.2013, article 24, §4), which went into effect on 1.1.2014, depreciation rates were once again modified. The useful lives of tangible assets are shown below:
| Useful life after 1.1.2014 |
|
|---|---|
| Buildings and construction | 25 years ή 4% |
| Machinery | 5 years ή 20% |
| Means of transportation | 6.25 years ή 16% |
| Other equipment | 5-10 years ή 20-10% |
The useful life of tangible assets and their salvage values are revised annually. When the book value of the fixed assets exceeds their recoverable value, the difference (impairment) is recognized as an expense in the Statement of Comprehensive Income.
When tangible assets are retired or sold, the associated cost and the accumulated depreciation are eliminated from the relevant accounts at the time the asset is retired or sold, and the associated profits or losses are recognized in the Statement of Comprehensive Income.
Intangible assets include software licenses valued at the acquisition cost minus accumulated depreciation and any impairment. Depreciation is calculated using the straight line method during the useful life of these assets, which is estimated to be approximately 3 years. It is noted that, in accordance with the new tax law (4172/23.7.2013), the mandatory depreciation rates for intangible assets/ rights and depreciation were reduced to 10%.
The Company and the Group examine at each date of the financial statements, whether there are impairment indications for non-financial assets. The book values of assets are revised for any impairment, whenever events or changed circumstances indicate that the book value may not be recoverable. When the book value of an asset exceeds its recoverable value, an impairment loss is recognized in the Profit and Loss Statement. The recoverable amount is calculated as the greater of the fair value less sale expenses and the value-in-use.
The fair value less sale expenses is the amount that results from the sale of an asset in an independent transaction between informed and willing parties, after subtracting all additional direct sale expenses, while the value-in-use is the present value of the estimated future cash flows that are expected to occur from the continuous use of the asset and its disposal at the end of its useful life. In order to evaluate the impairment, the assets are grouped at the lowest level for which there are discrete recognizable cash flows.
The Group carries out a study of the fair value of the properties in its possession on a regular basis. The last valuation report on the real estate of the Group by independent estimators was received on 11.3.2016, with which the value of the real estate was adjusted on 31.12.2015; there were no impairment indications on 31.12.2016.
Financial instruments are presented as claims, liabilities, or elements of equity, based on the substance or contents of the relevant contracts from which they arise. Interest, dividends, profits or losses which arise from the financial products which are characterized as claims or liabilities are recognized as revenue or expenses respectively. Dividends distributed to shareholders are recognized directly to equity. Financial instruments are offset when the Company has this right according to the law and intends to offset on a net basis (between them) or to recover the asset and to offset the liability at the same time.
Securities are documents (titles) incorporating a right on a specific asset which can be valued in cash. These titles are either registered or bearer. The main types of securities are shares, T-bills, bonds (government, bank or corporate), treasury bills, mutual funds etc.
Purchases and sales of financial instruments are recognized on the day of the transaction, which is the day the Group is obliged to purchase or sell the instrument.
For the Group, securities were initially characterized as securities available for sale. The estimated profits or losses that arise from the changes in the fair value of the securities that are classified in the available for sale portfolio are recognized in a special reserve in equity. When the securities from the available-for-sale portfolio are sold, the corresponding accumulated profits/losses are transferred from the special reserve to the corresponding accounts in the Statement of Comprehensive Income.
The financial assets of the Group are classified in the following categories based on the nature of the contract and the purpose for which they were acquired. The decision for the classification is taken by management when the asset is initially recognized.
This category includes two subcategories: the financial assets for sale, and those that have been classified as investments at fair value through comprehensive income, when initially recognized. A financial asset is classified in this category, mainly when it is acquired with the aim of being sold in the short term or when it is classified as such. Furthermore, derivative products for sale are classified in this category, unless they are classified as hedging instruments.
Includes non-derivative financial assets with fixed or predetermined payments, which are not traded in an active market, and which are not intended for sale. They are included in Current Assets unless their maturity is longer than 12 months from the date of the Financial Statements (see 4.2, Statement of Financial Position).
Financial claims and financial liabilities in the statement of financial position include cash and cash equivalents, third party balances in ATHEXClear bank account, securities, other claims, participations, short and long term liabilities.
This category includes non-derivative financial assets with fixed or predetermined payments and a specific expiration, which the Group intends and is able to hold to maturity. The Group did not possess financial assets of this category during the fiscal year.
This category includes non-derivative financial assets that are either classified in this category, or cannot be classified in one of the abovementioned categories. They are included in non-current assets if management does not intend to liquidate them within 12 months from the date of the Statement of Financial Position.
Purchases and sales of financial assets at fair value through the results, held until maturity and available-forsale, are recorded on the transaction date, i.e. the date during which the Group commits to purchase or sell the asset. Loans are recognized when cash is dispersed to the borrower. Financial assets that are not recognized at fair value through the results are initially recognized at fair value plus transaction costs. Financial assets cease being recognized when the rights to collect their cash flows expire, or when the Group has essentially transferred the risks and returns or rewards that ownerships entails.
Investment titles available-for-sale and financial assets at fair value through the results are valued and presented at fair value in future periods as well. Loans and advance payments, as well as investments held until maturity, are presented at their book value with the real interest rate method. Profits and losses from changes in the fair value in the category "financial assets at fair value through results" are included in the Statement of Comprehensive Income in the period they occur.
Profits and losses from changes in the fair value of financial assets available for sale are recognized directly to Other Comprehensive Income, until the financial asset is derecognized or impaired, in which case the accumulated profit or loss, which was up until then recognized in equity, is transferred to the Statement of
Comprehensive Income. Interest however from those assets which is calculated based on the real interest rate method, is recognized in the Statement of Comprehensive Income. Dividends from financial assets availablefor-sale are recognized in the Statement of Comprehensive Income ("Income Statement") when the right to collect the dividend is approved by shareholders.
The fair value of investments that are traded in active markets, is determined by the current exchange ask prices. The fair value of non-listed securities, and other financial assets in cases when the market is not active, is determined using valuation methods. These methods include the use of recent transactions made on a strictly commercial basis, reference to the current price of comparable assets that are traded, as well as the discounted cash flows, estimation of options and other valuation methods that are commonly used in the market.
The Company ceases to recognize (i.e. retires from the Statement of Financial Position) a financial asset (or whenever appropriate, part of the financial asset or part of a group of similar financial assets) when:
In the Financial Statements of the Parent Company, subsidiary companies are shown at the acquisition cost minus any impairment provisions.
Impairment losses are recognized in the Statement of Comprehensive Income.
Other long term claims may include rent guarantees, guarantees to utilities (OTE, PPC etc.) and other long term duration amounts. Other long term claims are valued at book value using the real interest rate method.
Client receivables are initially recognized at fair value, and subsequently valued at amortized cost with the real interest rate, less any impairment losses. On every financial statements date, all past due or bad debts are evaluated in order to determine whether or not a provision for bad debts is required. The balance of the particular provision for bad debts is appropriately adjusted on each closing date of the financial statements in order to reflect the possible risks. Each client balance write-off is charged to the existing provision for bad debts.
It is the policy of the Group almost never to write-off any such claims until all possible legal recourse for their collection has been exhausted. Commercial and other short term client claims and debtors are usually settled by the Group and the Company within 90 days, while if they become past due, no late payment fees are charged to clients.
Cash and cash equivalents include cash at hand, sight deposits and short term (up to 3 months) investments, having high liquidity and low risk.
For the purposes of preparing the Statement of Cash Flows, cash assets consist of cash and bank deposits, as well as cash equivalents as described above.
In order to comply with the corporate governance framework defined by Regulation (EU) 648/2012 of the European Parliament and Council (EMIR Regulation), the Company keeps all cash collateral that are being managed by the Company and concern the cash market and the derivatives market, as well as its own cash balances, in an account that it maintains at the Bank of Greece as a direct participant over the internet to the TARGET2-GR Express Transfer of Capital and Settlement System in real time (TARGET2-GR).
Therefore its own cash balance and the balances of third parties (margins) are deposited in the same account that ATHEXClear maintains at the Bank of Greece, and as a result a separation of the assets is necessary in order for the collateral that ATHEXClear collects to be shown separately in the current assets of 31.12.2015 and 31.12.2016. In the Statement of Financial Position of 31.12.2015 and 31.12.2016, they are reported as equal amounts in both current assets and short term liabilities as "third party balances at the bank account of the company" and concern exclusively the margins in the derivatives market that were deposited in the bank account maintained by ATHEXClear at the BoG on 31.12.2015 and 31.12.2016 respectively.
Share capital includes the common stock of the Company that has been issued and is in circulation.
Current and deferred tax is calculated based on the Financial Statements in accordance with the tax laws in effect in Greece. Income tax is calculated based on the profits of each company as they are adjusted in their tax declarations, any additional income tax that is assessed by the tax audits of the tax authorities, and from the deferred income taxes based on the enacted tax rates.
The deferred tax rate is determined using the liability method and arises from the temporary differences between the book value and the tax basis of the assets and liabilities.
Deferred tax is not recognized when it arises at the initial recognition of an asset or a liability from a transaction that is not a business combination and at the time of the transaction it affects neither the accounting nor the taxable profit (gain/ loss).
Deferred tax is determined using the tax rates (and tax laws) that have been implemented or effectively implemented until the date of the Financial Statements and are expected to be implemented when the asset in question is recovered or the liability settled.
Deferred tax claims are recognized to the extent that there will be a future tax gain for the offset of the temporary difference that creates the deferred tax claim.
Deferred income tax is determined on the temporary differences that arise from investments in subsidiaries and associated companies, with the exception of the case when the reversal of the temporary differences is controlled by the Group and it is possible that the temporary differences will not be reversed in the foreseeable future.
Current benefits to employees in cash and in kind are recognized as an expense when they accrue.
Staff retirement obligations include both defined contributions plans as well as defined benefits plans.
Under the defined contributions plan, the obligation of the company (legal) is limited to the amount agreed to be contributed to the organization (social security fund) which manages the contributions and grants the benefits (pensions, health care etc.).
The accrued cost of the defined contributions schemes is recognized as an expense in the corresponding period.
The defined benefits plan of the Group concerns its legal obligation to pay a lump sum indemnity to each employee upon retirement.
The liability recognized in the Statement of Financial Position for this plan is the present value of the obligation for the defined benefit depending on the accrued right of the employees and in relation to the specific point of time that this benefit is expected to be paid.
The commitment to the defined benefit is calculated on an annual basis by an independent actuary using the projected unit credit method. For discounting, the interest of the "iBox rated" bond indices, issued by the "International Index Company" is used.
The actuarial profits or losses that arise from the adjustments based on historical data are directly recognized in Other Comprehensive Income when they occur (note 5.23).
The Group had in the past stock option plans for certain executives. Through these options, part of the remuneration is paid with ATHEX shares or options on ATHEX shares. The cost of these transactions is set as the fair value of the shares on the date these plans are approved by management.
Fair value is arrived at through a valuation model that is appropriate for similar cases. The cost of the stock option plans is recognized during the period, in which the prerequisites for exercising the relevant options are gradually satisfied, with that period ending on the date when the executives participating in the plan establish their right to receive/ purchase the shares (vesting date). For options which do not ultimately vest, no such expense is recognized, except for options whose vesting depends on the fulfillment of specific, external market conditions. It is assumed that these options vest when all the performance criteria have been satisfied, irrespective of the satisfaction of the external market conditions.
If any of these plans are cancelled, they are treated as if they had vested on the cancellation date, and expenses not yet recognized are recognized immediately in the period results. If a plan being cancelled is replaced by a new program, it is treated as a modification of the cancelled plan.
Government grants related to the subsidy of tangible assets are recognized when there is reasonable assurance that the grant will be collected and that the Group will comply with the terms and conditions that have been set for payment. When government grants are related to an asset, the fair value is recorded in long term liabilities as deferred revenue and is transferred to the Statement of Comprehensive Income in equal annual installments based on the expected useful life of the relevant asset that was subsidized. When the grant is related to an expense, it is recognized as revenue in the fiscal year required in order for the grant to correspond on a systematic basis to the expenses it is intended to compensate. Grant depreciation is recorded in "Other Revenue" in the Statement of Comprehensive Income.
Provisions are recognized when:
the Group has a current commitment (legal or inferred) as a result of a past event;
it is likely that an outflow of resources incorporating financial benefits will be required to settle the commitment and it is possible to reliably estimate the amount of the commitment.
Provisions are re-examined on the date of preparation of the financial statements and are adjusted so as to present the best possible estimates.
If the effect of the time value of money is significant, the provisions are recognized on a discounted basis by using an interest rate before taxes that reflects that current market estimates about the time value of money and the risks associated with the liability. When provisions are discounted, the increase in the provision due to the passing of time is recognized as a borrowing cost.
Contingent liabilities are not recognized in the financial statements, but are published, unless the possibility of an outflow of resources which incorporate financial benefits is very small. Contingent claims are not recognized in the financial statements, but are published provided the inflow of financial benefit is likely.
Revenue includes the fair value of the transactions, net of any taxes recovered, rebates and returns. Intragroup revenue within the Group is eliminated in full. Revenue is recognized to the extent that it is possible that the economic benefits will flow to the Group and the relevant amounts can be reliably measured.
The following specific recognition criteria must also be satisfied when revenue is recognized:
Revenue from the stock, bond etc. trading is recognized at the time the transaction is concluded and clearing and settlement take place at the Exchange.
Revenue from the derivatives market is recognized at the time the transaction is cleared at Athens Exchange through ATHEXClear, the transactions clearing entity.
Collections of transactions in the cash market, takes place on the day following the settlement date or on the third working day of the following month, provided that the member submits such a request. Collection for the derivatives Market takes place on the day following the settlement date. Both in the cash and derivatives markets invoicing takes place on a monthly basis.
Revenue concerning subscriptions, one-off fees, company listings, rights issues, and HERMES System services, are recognized at the time the relevant invoices are issued, in conjunction with the time the service provided is completed. Subscriptions are prepaid.
Revenue from this source is recognized at the time the service provided is completed.
Revenue from technological support services is recognized at the time the service provided is completed.
Revenue from other services is recognized at the time the service provided is completed.
Interest income is recognized on an accrual basis and with the use of the real interest rate. When there is an impairment indication about the claims, their book value is reduced to their recoverable amount, which is the present value of the expected future cash flows, discounted by the initial real interest rate. Next, interest is assessed at the same interest rate on the impaired (new book) value.
Dividend income is recognized when the right to collect by the shareholders is finalized; that is, on approval by the General Meeting.
Supplier balances and other liabilities are recognized at the cost associated with the fair value of the future payment for the purchase of services rendered. Commercial and other short term liabilities are not interest bearing and are usually settled within 60 days by the Group and the Company.
Expenses are recognized in the Statement of Comprehensive Income ("Income Statement") on an accrued basis.
The distribution of dividends to shareholders is recognized directly to equity, net of any relevant income tax benefit (until the approval of the financial statements), and is recorded as a liability in the financial statements when distribution is approved by the General Meeting of shareholders.
Basic profits / (losses) per share are calculated by dividing the net profits / (losses) that correspond to the shareholders of the parent company by the average weighted number of shares that are in circulation during each year, excluding the average of the common stock that was acquired by the Group as treasury stock.
The adjusted profits / (losses) per share are calculated by dividing the net profit that is distributed to the Parent company shareholders (after it is adjusted for the effects of all potential shares that dilute participation) by the weighted average number of shares in circulation during the year (adjusted for the effect of all potential shares that dilute participation), excluding the average of the common stock that was acquired by the Group as treasury stock.
Expenditures for research activities that take place with the intention of the Group to acquire new technical knowledge and expertise are recognized in the Statement of Comprehensive Income ("Income Statement") as an expense when they occur. Development activities presuppose the drafting of a study or a plan for the production of new or significantly improved products, services and processes. Development costs are capitalized only when the cost of development can be reliably measured, the product or the process is productive, feasible technically and commercially, future financial benefits are expected, and the Group has the intention, and at the same time sufficient means at its disposal, to complete the development and use or sell the asset.
The capitalization of expenditures includes the cost of direct consulting service expenses, direct work performed and the appropriate share of general expenses. Other development costs are recognized in the Statement of Comprehensive Income ("Income Statement") as an expense when they occur.
Development costs that have been capitalized are valued at the acquisition cost less accumulated depreciation and accumulated impairment losses and there is no impairment indication.
Subsequent expenditures are capitalized only when they increase the expected future economic benefits that are incorporated in the specific asset to which they refer. All other expenditures, including expenditures for internally created surplus value and trademarks, are recognized in the Statement of Comprehensive Income ("Income Statement").
Depreciation is based on the cost of an asset minus its salvage value. Depreciation is recognized in the Statement of Comprehensive Income using the same depreciation method for the duration of the useful life of intangible assets, starting on the date they are available for use. The useful life for the current and the comparative period in the capitalization of development costs is 10 years.
The profit or loss that arises from the derecognition of an intangible asset is determined as the difference between the net disposal proceeds, if they exist, and the book value of the asset. This profit or loss is recognized in the Statement of Comprehensive Income ("Income Statement") when the asset is derecognized.
Treasury stock concerns the shares of the Company (EXAE) that are purchased on the Exchange by the Company or subsidiary of the group, following, following a decision by the Annual General Meeting of shareholders. Treasury stock is shown in equity, reducing share capital. With the acquisition cost of treasury stock at the end of each period, an treasury stock reserve of equal amount if formed that is shown in equity.
The determination of whether an arrangement contains a lease or not is based on the substance of the transaction on the date the relevant contract is concluded, namely on whether fulfilment of the arrangement depends on the use of one or more assets or whether the arrangement assigns the right to use the asset.
Asset leases by third parties where the Group does not assume all risk and asset ownership benefits are treated as operating, and the lease payments are recognized as an expense in the income statement on a consistent basis during the lease.
All leases of the Group are treated as operating leases. They concern office rentals etc.
Asset leases to third parties where the Group does not transfer all risks and asset ownerships benefits are treated as operating, and the lease payments are recognized as revenue in the income statement on a consistent basis during the lease.
Initial direct costs incurred by lessors during the negotiation of an operating lease are added to the book value of the leased asset and are recognized over the lease duration on the same basis as the lease revenue.
The Group leases office space. These leases are treated as operating leases.
The fair value of a financial asset is the price that someone would obtain from the sale of an asset, or someone would pay for transferring the obligation in a real transaction between market participants at the measurement date. The fair value of financial assets in the financial statements on 31 December 2016 was determined using the best possible estimates by management. When there is no data available, or data is limited from active markets, the fair value valuations are derived from management estimates in accordance with the information available.
The Company uses the following hierarchy for determining and disclosing the fair value of financial means by measurement technique
Level 1: Traded (non-adjusted) prices in active markets for similar assets or liabilities,
Level 2: Other techniques for which the inflows that have a significant impact in recorded fair value are observable, either directly or indirectly
Level 3: Techniques that use data that have a significant impact on the recorded fair value and are not based on observable market data.
During the fiscal year there were no transfers between levels 1 and 2, nor transfers into and out of level 3 when measuring fair value. In addition, during the same period there was no change in the purpose of any financial asset that would lead to a different classification of this asset.
The amounts that are show in the Statement of Financial Position, cash & cash equivalents, claims and short term liabilities, approach their corresponding fair values due to their short term maturity. As a result, there are no differences between fair values and the corresponding book values of financial assets and liabilities. The Company does not use financial derivative products.
The accounting policies adopted are consistent with those of the previous financial year except for the following amended IFRSs which have been adopted by the Company as of 1 January 2016:
The amendment is effective for annual periods beginning on or after 1 January 2016. This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and will help some jurisdictions move to IFRS for separate financial statements, reducing compliance costs without reducing the information available to investors. This standard has no impact on the financial statements of the Group and the Company.
The amendments to IAS 1 Presentation of Financial Statements further encourage companies to apply professional judgment in determining what information to disclose and how to structure it in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2016. The narrow-focus amendments to IAS clarify, rather than significantly change, existing IAS 1 requirements. The amendments relate to materiality, order of the notes, subtotals and disaggregation, accounting policies and presentation of items of other comprehensive income (OCI) arising from equity accounted Investments. This standard has no impact on the financial statements of the Group and the Company.
The amendment is effective for annual periods beginning on or after 1 January 2016. The amendment provides additional guidance on how the depreciation or amortization of property, plant and equipment and intangible assets should be calculated. This amendment clarifies the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. This standard has no impact on the financial statements of the Group and the Company.
The amendment is effective for annual periods beginning on or after 1 January 2016. IFRS 11 addresses the accounting for interests in joint ventures and joint operations. The amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes
a business in accordance with IFRS and specifies the appropriate accounting treatment for such acquisitions. This standard is out of the scope of the Group.
The amendment is effective for annual periods beginning on or after 1 February 2015. The amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. This amendment of the standard is not applied by the Group.
The amendments address three issues arising in practice in the application of the investment entities consolidation exception. The amendments are effective for annual periods beginning on or after 1 January 2016. The amendments clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Also, the amendments clarify that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. Finally, the amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. This standard is out of the scope of the Group.
IAS 38 Intangible Assets: The amendment clarifies that when an intangible asset is revalued the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount.
The IASB has issued the Annual Improvements to IFRSs 2012 – 2014 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2016.
The standard is effective for annual periods beginning on or after 1 January 2018, with early application permitted. The final version of IFRS 9 Financial Instruments reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. Management will examine and assess the potential impact of the standard on the financial statements.
Even though the Group has not yet carried out a detailed assessment of the classification and measurement of the financial assets it possesses today, it is estimated that they will most likely continue to be measured on the same basis in accordance with IFRS9, and as a result the Group does not expect a significant impact in the classification and measurement of financial assets due to the application of the new IFRS.
The standard is effective for annual periods beginning on or after 1 January 2018. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. The standard's requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity's ordinary activities (e.g., sales of property, plant and equipment or intangibles). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates. Management will examine and assess the potential impact of the standard on the financial statements.
The Clarifications apply for annual periods beginning on or after 1 January 2018 with earlier application permitted. The objective of the Clarifications is to clarify the IASB's intentions when developing the requirements in IFRS 15 Revenue from Contracts with Customers, particularly the accounting of identifying performance obligations amending the wording of the "separately identifiable" principle, of principal versus agent considerations including the assessment of whether an entity is a principal or an agent as well as applications of control principle and of licensing providing additional guidance for accounting of intellectual property and royalties. The Clarifications also provide additional practical expedients for entities that either apply IFRS 15 fully retrospectively or that elect to apply the modified retrospective approach. These Clarifications have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The standard is effective for annual periods beginning on or after 1 January 2019. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'). The new standard requires lessees to recognize most leases on their financial statements. Lessees will have a single accounting model for all leases, with certain exemptions. Lessor accounting is substantially unchanged. The standard has not been yet endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The Amendments become effective for annual periods beginning on or after 1 January 2017 with earlier application permitted. The objective of the Amendments is to clarify the requirements of deferred tax assets for unrealized losses in order to address diversity in practice in the application of IAS 12 Income Taxes. The specific issues where diversity in practice existed relate to the existence of a deductible temporary difference upon a decrease in fair value, to recovering an asset for more than its carrying amount, to probable future taxable profit and to combined versus separate assessment. These amendments have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The Amendments are effective for annual periods beginning on or after 1 January 2017 with earlier application permitted. The objective of the Amendments is to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Amendments specify that one way to fulfil the disclosure requirement is by providing a tabular reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities, including changes from financing cash flows, changes arising from obtaining or losing control of subsidiaries or other businesses, the effect of changes in foreign exchange rates, changes in fair values and other
changes. These Amendments have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The Amendments are effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Amendments provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, for share-based payment transactions with a net settlement feature for withholding tax obligations and for modifications to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. These Amendments have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The Amendments are effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The Amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management's intentions for the use of a property does not provide evidence of a change in use. These Amendments have not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
The Interpretation is effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. The Interpretation clarifies the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency. The Interpretation covers foreign currency transactions when an entity recognizes a non-monetary asset or a non-monetary liability arising from the payment or receipt of advance consideration before the entity recognizes the related asset, expense or income. The Interpretation states that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration. This Interpretation has not yet been endorsed by the EU. Management will examine and assess the potential impact of the standard on the financial statements.
associate that is classified as held for sale, as held for distribution, or as discontinued operations in accordance with IFRS 5.
A major consideration of the Athens Exchange Group is the management of risk that arises from its business activities.
The Group, as the organizer of a capital market, has developed a comprehensive framework for managing the risks to which it is exposed, ensuring its sustainability and development, as well as contributing to the stability and security of the capital market.
Athens Exchange Clearing House (ATHEXClear) belongs to the Group; it operates as a qualified central counterparty (CCP) in the clearing of cash and derivatives products, and as such is obliged to satisfy the strict requirements of the EMIR regulatory framework concerning risk management, under which it has been licensed since 2015. Even though risk management at the Group concerns all companies and risk categories, it is recognized that because of its role in the market, ATHEXClear faces and must manage the most significant risk.
The internal and external legal and regulatory framework which ATHEXClear is directly subject to and the Group indirectly with regards to their obligations to monitor and manage risk, includes the Regulation of Clearing of Transferable Securities Transactions in Book Entry Form, the Regulation on the Clearing of Transactions on Derivatives and Regulation (EU) 648/2012 of the European Parliament and Council of July 4th 2012 for OTC derivatives, central counterparties, and trade repositories, known as EMIR (European Market Infrastructure Regulation).
In light of these regulatory requirements, the Group applies a comprehensive plan to improve risk management in order to continue to provide high quality services.
The risk strategy of the Group is aligned with its business strategy to provide the appropriate infrastructure for the reliable, safe and unhindered operation of the capital market. In accordance with the strategy of the Group, the risk tolerance level is defined, in order to satisfy market needs, limit cost for participants, maximize the exploitation of business opportunities but also ensure market security and compliance with regulatory requirements.
In 2016 risk management continued to be strengthened and restructured, for ATHEXClear, in order to be harmonized with the EMIR Regulation. In particular, beyond the specific measures for the smooth operation of the systems of the Group, each organizational unit of the Group is responsible to monitor and manage possible risks in such a way so as to react quickly and effectively in case risk events arise.
In particular, as far as ATHEXClear is concerned, the risk management environment is shaped by the participation of the following units:
Risk Committee, which advises the Board of Directors on matters of risk management.
Investments Committee, which decides on the determination of limits and monitors liquidity risk, determines policies and standards for the investment strategy, financing principles, liquidity management, interest rate risk and management.
The services that the Group provides involve various types and levels of risk, and it is recognized that effective risk management consists of the following:
The Group ensures that it deals with all risks, internal or external, present or future, and especially those that have been recognized as being significant. It is recognized that each service offered by the Group can expose it to any combination of the risks mentioned below.
The usual risks to which, due to the nature of its activities, the Group is exposed to are:
Risk due to a lack or failure of internal procedures and systems, by human factor or external events, including legal risk.
Risk due to new competitors, drops in transaction activity, deterioration of local and international economic conditions etc.
The Group is exposed to limited market risk in its activities. ATHEXClear, as central counterparty in the clearing of cash and derivatives products, places its financial assets only in cash at the Bank of Greece. ATHEX and ATHEXCSD invest their cash exclusively in time deposits in Greek systemic banks as well as foreign banks with an excellent rating. In any case, the Group monitors the potential exposure that market risk can bring and calculates the capital that it must keep against market risk, in accordance with the capital requirements calculation methodology that it applies. In particular:
Foreign exchange risk: This risk does not materially affect the operation of the Group, given that transactions with clients & suppliers in foreign currency are very few. In particular, the risk that ATHEXClear faces is treated as part of the risk management measures that apply to the clearing activity. ATHEXClear monitors possible exposures in foreign currencies, and calculates any capital it needs to maintain against foreign exchange risk.
Interest rate / Price risk: The Group is exposed to the risk that the value of the securities it holds changes. On 31.12.2016 the Group held (through Hellenic Exchanges – Athens Stock Exchange) shares of Piraeus Bank as a result of the exchange of Piraeus Bank bonds with a face value of €4,000,000 for shares of an equal value during the recent recapitalization of the bank. In particular, it received 13,365,316 shares with a par value of €0.30 per share. The market price of these shares on 31.12.2016 was €0.209.
In accordance with IFRS 39, the Company charged 9M 2016 results with the €2.2m loss (30.09.2016 share price: €0.134), while on 31.12.2016 it recorded the positive change of the fourth quarter (share price €0.209 from €0.134) amounting to €1,002 thousand to Other Comprehensive Income. If the price of the stock deviates by more than 10 basis points on 31.12.2016 (from €0.209 to €0.209209) the valuation difference revenue would change by ±€3 thousand.
Credit risk and liquidity risk: The credit risk and liquidity risk of the Group mainly concerns the transactions in the cash and derivatives markets, in which ATHEXClear operates as Central Counterparty, as described in the following paragraphs.
Besides the counterparty credit risk that ATHEXClear faces, the Group faces credit risk only from the investment of its cash in Greek banks and foreign banks with an excellent rating that operate in Greece. As part of its Investment Policy, specific principles are defined for investing cash. Specifically for ATHEXClear, asset investments are as a rule made at the Bank of Greece, a fact that minimizes its risk exposure.
The Hellenic Capital Market Commission, with decisions 5, 6 and 7/556/8.7.2010 granted to ATHEXClear a license to manage and operate systems to clear trades on dematerialized securities (Securities System) and derivatives products (Derivatives System). In this capacity, ATHEXClear assumes the risk that Clearing Members default on their obligations to clear and settle trades, as described in the Rulebooks (credit counterparty risk). In addition, as of 22 January 2015 has been licensed as a Central Counterparty under the EMIR regulation, and has a very strict framework for managing risk.
ATHEXClear has enacted and is implementing a number of mechanisms and financial assets to cover risk, and is responsible for the smooth operation of the system in general, in conjunction with the scope and scale of trades whose clearing it has undertaken. The mechanisms that ATHEXClear applies are described in the
"Regulation of Clearing of Transferable Securities Transactions in Book Entry Form," in the "Regulation on the Clearing of Transactions on Derivatives," as well as the relevant decision of the ATHEXClear BoD.
In order to obtain the status of Clearing Member, the Intermediary or Bank must conform to the minimum specific financial and operational adequacy requirements, as specified in the Clearing Rulebooks; these requirements must be continuously fulfilled during the time the Member is in operation.
Both for the cash market, as well as for the derivatives market, ATHEXClear clears trades assuming the role of Central Counterparty. In order to cover the risk against its clearing members, ATHEXClear monitors and calculates on a daily basis (end-of-day but also during the day in almost real time) the margin for each clearing account of the Clearing Members, and blocks the additional guarantees in the form of cash and/ or transferable securities.
In addition, it manages the Clearing Funds of the two markets which act as risk sharing funds to which Clearing Members contribute exclusively in cash. Based on the margins that have been blocked, the credit limits allocated to members are continuously reviewed, fulfillment of which is monitored in real time during the trading session. The minimum size of the Clearing Funds is recalculated at least on a monthly basis, in accordance with the provisions of the Rulebook, in order for its size to be adequate to cover at any time the obligations imposed by EMIR, that is the absorption of losses beyond the margins in case of a default of a group of clearing members under extreme market conditions.
The risk management models and the parameters used are examined as to their effectiveness on a daily basis and under extreme but possible scenarios (Margin/Haircut Back-Testing, Default Fund Coverage under Stress).
Concentration risk is low, because risk is not concentrated on one client.
Liquidity risk as a whole for the Group is maintained at low levels by maintaining adequate cash.
In particular for ATHEXClear, the aim is to maintain an adequate liquidity level in order to ensure that it is in a position to fulfill its obligations concerning payments or settlement in all currencies that are payable, at the end of each day and / or, if required, on an intraday basis. The estimation of the size of the obligations of ATHEXClear is done both based on its business plan, as well as based on possible, but unforeseen, events.
ATHEXClear's liquidity is monitored based on the criteria imposed by EMIR. On a daily basis, and under extreme but possible market scenaria, it is examined whether cash required will be sufficient, following the default by two (2) groups of clearing members to which ATHEXClear has the greatest demand for liquidity to close-out their positions separately for each market (equities, derivatives). In addition, the overall liquidity needs of ATHEXClear are monitored on a daily basis using liquidity gap analysis.
The Group does not have loans or other obligations over 12 months.
The Group does not seek to assume operating risk, but accepts that operating risk may arise as a result from system, internal procedure or human failure. In particular, it is recognized that operating risk may arise among others because of: outsourcing, surveillance and regulatory non-compliance, business continuity failure, IT systems, information security and project implementation risk.
Operating risk is maintained at acceptable levels, through a combination of good corporate governance and risk management, strong systems and audits and tolerance structures.
In 2016 there were very limited cases of interruptions in trading due to unavailability of the IT systems, which were examined, the causes were solved, and measures were taken in order that they not reappear. There was no significant interruption in other activities (trading, clearing, settlement, registration) of the Group that was due to failure or unavailability of IT systems or to human error. There were no major damages or monetary demands due to litigation (legal and court expenses) or due to non-compliance with the supervisory framework and the contractual obligations of the Group. In addition no losses due to external events were faced.
The Group recognizes the need to determine, estimate, monitor and reduce operating risk that is included in its operations and activities, as well as the need to maintain adequate capital, in order to manage this particular type of risk.
In particular, ATHEXClear, in accordance with the EMIR Regulation, the capital requirement for operating risk is calculated on an annual basis, using the Basic Indicator Approach (BIA); in addition, a framework for the systematic monitoring of operating risk has been implemented.
The most important measures of reducing operating risk are the implementation of a business continuity plan, taking-out insurance contracts as well as measures for ensuring compliance to new regulations. In particular, ATHEXClear follows a specific methodology for managing operating risk, in accordance with which it carries out on a regular basis an RCSA1 in order to categorize risk and determine KRIs, update the loss data base2 , create regular reports and plan actions to improve risk management.
The Group has processed and put into operation an appropriate infrastructure and a disaster recovery plan, which includes:
Operating risks which the Group is not able or does not wish to assume are transferred to insurance companies. Management of insurance contracts takes place centrally for the whole Group in order to obtain better services and more advantageous terms. In particular, coverage concerns among others third party civil liability and professional liability (DFL/PI) as well as civil liability of BoD members and executives (D&O).
A Regulatory Compliance unit has been set up, having as its key objectives to ensure compliance with the legal and regulatory framework, regulations and policies, measuring and minimizing the risk of regulatory compliance and addressing the consequences of non-compliance with the legal and regulatory framework; the unit operates independently of other departments of the company with clear and separate reporting lines from those of other company activities, in accordance with the requirements of the EMIR regulation. The main responsibilities of the unit are to:
1 Risk Control Self-Assessment (RCSA): at regular intervals ATHEXClear organizes workshops for categorizing risk based on the degree of risk exposure at the procedures level and determining Key Risk Indicators (KRIs).
2 Loss Database: the database is updated on a daily basis with operations risk events independent of the size of the damage.
Specifically for ATHEXClear, policies were implemented concerning conflicts of interest, outsourcing, managing complaints by clearing members, remuneration of staff, executives and members of the BoD and management of its archives, in accordance with the requirements of the EMIR Regulation.
The Group recognizes that it depends on macroeconomic developments and is affected by external factors such as changes in the competitive capital markets environment, changes in the international and domestic economic environment, legal and regulatory developments, changes in the taxation policy and in technology etc. Such events may impact the growth and sustainability of the Group, causing a reduction in trading activity, a drop in expected profits, inability to liquidate and / or asset impairment etc.
Within this framework, the Group continually and systematically monitors international developments and adjusts to the environment that is taking shape.
In particular, in accordance with the EMIR Regulation, the capital requirements for business risk for ATHEXClear are calculated on an annual basis.
The EMIR (European Market Infrastructure Regulation) Regulation regulates matters concerning OTC derivatives, Central Counterparties and Trade Repositories. It is part of a wider range of regulatory initiatives at a European and international level (creation of European Supervisory authorities, CSDR, CRD IV, MIFID/MIFIR, CPSS/IOSCO Principles for FM/s).
The EMIR Regulation regulates uniform requirements for carrying out CCP activities (and interoperability), requirements for clearing and managing bilateral risk for OTC derivatives, obligation to report derivatives to Trade Repositories and uniform requirements for carrying out Trade Repository activities. The EMIR Regulation concerns Central Counterparties CCP, Clearing Members, Derivatives Contracts Counterparties (and nonfinancial whenever necessary), trade repositories and trade venues (where foreseen).
The main goals of EMIR are to:
As central counterparty in the derivatives market, ATHEXClear had to adjust to the requirements of the Regulation, i.e. to adjust its capital and organizational structure and obtain again a license from the authority which is responsible for licensing and supervising the CCPs that operate in its area of supervision.
The Hellenic Capital Market Commission granted a license to operate to ATHEXClear in its decision 1/704/22.1.2015.
At the same time a contract was signed with the Bank of Greece due to the capacity of ATHEXClear as direct participant over the internet to the TARGET2-GR express transfer of capital and settlement system in order to satisfy the requirements of the EMIR Regulation.
The primary aim of the capital management of the Group is to maintain its high credit rating and healthy capital ratios, in order to support and expand the activities of the Group and maximize shareholder value.
There were no changes in the approach adopted by the Group concerning capital management in the current fiscal year.
The Group and the Company monitor the adequacy of their equity and its effective use, by using the net borrowing to equity index.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Suppliers and other commercial liabilities | 6,805 | 13,245 | 1,964 | 2,880 |
| Other long term liabilities | 63 | 87 | 50 | 50 |
| Other short term liabilities | 909 | 775 | 676 | 554 |
| Less Cash and cash equivalents | (100,017) | (137,235) | (53,547) | (89,174) |
| Net borrowing (a) | (92,240) | (123,128) | (50,857) | (85,690) |
| Shareholder equity (b) | 140,692 | 177,900 | 129,415 | 163,886 |
| Equity and net borrowing (a + b) | 48,452 | 54,772 | 78,558 | 78,196 |
| Borrowing leverage index (a/(a+b)) | (1.90) | (2.25) | (0.65) | (1.10) |
In accordance with the provisions of IFRS 8, the determination of operating segments is based on a "management approach." Based on this approach, information that is disclosed for operating segments must be that which is based on internal organizational and managerial structures of the Group and the Company, and in the main accounts of the internal financial reports that are being provided to the chief operating decision makers.
An operating segment is defined as a group of assets and operations exploited in order to provide products and services, each of which has different risks and returns from other business sectors. For the Group, the main interest in financial information focuses on operating segments since the company's electronic systems – located at its headquarters - are at the disposal of investors irrespective of their physical location.
On December 31st 2016 the core activities of the Group broken down by business sector were as follows:
| GROUP | Segment information on 31.12.2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Trading Clearing Settlement | Data feed |
IT | Exchange services |
Depository services |
Clearinghouse services |
Other* | Total | |||
| Revenue | 4,460 | 8,305 | 1,398 | 3,266 | 320 | 3,118 | 2,077 | 166 | 3,845 | 26,955 |
| Capital income | 95 | 178 | 30 | 70 | 7 | 67 | 44 | 4 | 82 | 577 |
| Expenses | (3,522) | (6,558) | (1,104) (2,579) | (253) | (2,462) | (1,640) | (131) (3,036) (21,285) | |||
| Depreciation | (477) | (888) | (149) | (349) | (34) | (333) | (222) | (18) | (411) | (2,881) |
| Taxes | (320) | (597) | (100) | (235) | (23) | (224) | (149) | (12) | (277) | (1,937) |
| Profit after tax |
236 | 440 | 75 | 173 | 17 | 166 | 110 | 9 | 203 | 1,429 |
| Assets Cash and cash equivalents |
5,153 16,549 |
9,595 30,816 |
1,615 5,187 |
3,773 12,119 |
370 1,187 |
3,602 11,569 |
2,400 7,707 |
192 616 |
4,443 14,267 |
31,143 100,017 |
| Other assets | 37,801 | 70,390 | 11,849 | 27,681 | 2,712 | 26,427 | 17,604 | 1,407 | 32,589 | 228,460 |
| Total assets | 59,503 110,801 | 18,651 43,573 | 4,269 | 41,598 | 27,711 | 2,215 51,299 359,620 | ||||
| Total liabilities |
36,224 | 67,453 | 11,355 26,526 | 2,599 | 25,324 | 16,869 | 1,348 31,230 218,928 |
| GROUP | Segment information on 31.12.2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Trading Clearing Settlement | Data feed |
IT | Exchange services |
Depository services |
Clearinghouse services |
Other* | Total | |||
| Revenue | 5,691 | 11,078 | 1,587 | 3,206 | 313 | 6,026 | 3,211 | 168 | 3,755 | 35,035 |
| Capital income | 252 | 491 | 70 | 142 | 14 | 267 | 142 | 7 | 169 | 1,554 |
| Expenses | (3,422) | (6,661) | (954) (1,928) | (188) | (3,623) | (1,931) | (101) (2,258) (21,066) | |||
| Depreciation | (337) | (655) | (94) | (190) | (19) | (357) | (190) | (10) | (221) | (2,073) |
| Taxes | (717) | (1,395) | (200) | (404) | (39) | (759) | (404) | (21) | (473) | (4,412) |
| Profit after tax |
1,467 | 2,858 | 409 | 826 | 81 | 1,554 | 828 | 43 | 972 | 9,038 |
| Assets | 5,122 | 9,970 | 1,428 | 2,885 | 282 | 5,423 | 2,890 | 151 | 3,380 | 31,531 |
| Cash and cash equivalents |
22,292 | 43,393 | 6,216 | 12,558 | 1,226 | 23,604 | 12,578 | 658 | 14,710 | 137,235 |
| Other assets | 77,333 | 150,536 | 21,565 | 43,565 | 4,253 | 81,886 | 43,633 | 2,283 | 51,027 | 476,081 |
| Total assets | 104,747 203,899 | 29,209 59,008 | 5,761 | 110,913 | 59,101 | 3,092 69,117 644,847 | ||||
| Total liabilities |
75,850 147,648 | 21,152 42,730 | 4,172 | 80,315 | 42,796 | 2,239 50,045 466,947 |
Certain figures of the previous fiscal year have been restated (see note 5.2).
The distribution of expenses was made based on fixed distribution percentages for each business sector.
* In revenue it includes: revenue from re-invoiced expenses, X-NET revenue from other services.
The Athens Exchange General Index closed on 31.12.2016 at 643.6 points, up 1.9% from the 631.4 points at the end of 2015. The average capitalization of the market was €41.3bn, reduced by 5.7% compared to 2015 (€43.8bn).
The total value of transactions (€15.1bn) is 20.9% lower compared to 2015 (€19.1bn), while the average daily value of transactions in was €60.5m compared to €85.7m in 2015, posting a 29.4% reduction.
It should be noted that in 2015 the Athens Exchange was closed for 25 working days (the last 2 days of June and the whole of July), due to the bank holiday and the imposition of capital controls.
In the derivatives market, despite the 3.3% increase in total traded volume (2016: 15.8m contracts, 2015: 15.3m contracts), the drop in prices in the underlying cash market resulted in a 40% reduction in the average revenue per contract (2016: €0.105, 2015: €0.175). The average daily volume dropped by 7.4% (63.5 thousand contracts) compared to 2015 (68.6 thousand contracts).
Turnover in 2016 for the Athens Exchange Group was €27m compared to €35.0m in 2015, decreased by 23%. Almost 52.5% of the turnover of the Group is from fees on trading, clearing and settlement of transaction on the Athens Exchange.
At the EBITDA level, 2016 was at €8.0m compared to €15.0m in 2015, reduced by 46.4%.
The reduction in the bottom line is mainly due to the 29.4% drop in the average daily traded value, to €60.5m vs. €85.7m last year.
Earnings Before Interest and Taxes (EBIT) in 2016 were €5m vs. €12.9m in 2015, reduced by 60.1%.
After deducting €1.937 thousand in income tax, the net after tax profits of the Athens Exchange Group amounted to €1.43m vs. €9.0m, reduced by 84.2%. After including Other Comprehensive Income (valuation of shares), profits amount to €2.14m corresponding to three cents (€0.03) per share vs. fourteen cents (€0.14) per share in 2015, reduced by 75%.
It should be noted that the income tax rate used by the Group is 29%.
For the parent company Athens Exchange, turnover was €14.1m, reduced by 21.6% compared to 2015, while net after tax profits amounted to €4.2m in 2016 compared to €12.9m in 2015, decreased by 67.6%.
Total revenue from trading in 2016 amounted to €4.46m vs. €5.69m 2015 decreased by 21.6%. Revenue is broken down in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Shares | 3,965 | 4,862 | 3,965 | 4,862 |
| Derivatives | 495 | 826 | 495 | 826 |
| ETFs | 0 | 3 | 0 | 3 |
| Total | 4,460 | 5,691 | 4,460 | 5,691 |
Revenue from stock trading amounted to €4.0m vs. €4.9m in 2015, decreased by 18.5%. This drop is due to the decrease in trading activity in 2016.
In 2016 total traded value in the cash market was €15.1bn compared to €19.1bn in 2015, decreased by 20.9%. The average daily traded value in 2016 was €60.5m vs. €85.7m in 2015, decreased by 29.4%.
The average daily traded volume dropped by 50.0% (96.4m shares in 2016 vs. 192.9m shares in 2015).
In the derivatives market, the average daily number of contracts dropped to 63.5 thousand vs. 68.6 thousand in 2015, while revenue from trading derivatives trades was €495 thousand vs. €826 thousand in 2015, decreased by 40.1%, due to a reduction in the average revenue per contract by 40.0% (to €0.105 in 2016 vs. €0.175 in 2015).
Certain figures in the previous fiscal year have been restated (see note 5.2).
Revenue from clearing amounted to €8.31m in 2016 vs. €11.08m in 2015, decreased by 25.0%, and is broken down in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Shares | 6,057 | 7,501 | 0 | 0 |
| Bonds | 1 | 0 | 0 | 0 |
| Derivatives | 1,158 | 1,935 | 0 | 0 |
| ETFs | 1 | 3 | 0 | 0 |
| Transfers - Allocations (Special settlement instruction) |
354 | 609 | 0 | 0 |
| Trade notification instructions | 734 | 1,028 | 0 | 0 |
| Total | 8,305 | 11,078 | 0 | 0 |
Revenue from share clearing, which consists of revenue from the organized market and the Common Platform, amounted to €6.1m, decreased by 19.3%.
In 2016 total traded value in the cash market was €15.1bn compared to €19.1bn in 2015, decreased by 21%. The average daily traded value in 2016 was €60.5m vs. €85.7m in 2015, decreased by 29.4%. The average daily traded volume dropped by 50.0% (96.4m shares in 2016 vs. 192.9m shares in 2015).
In the derivatives market, the average daily number of contracts dropped to 63.5 thousand vs. 68.6 thousand in 2015, while revenue from clearing derivatives trades was €1.2m vs. €1.9m in 2015, decreased by 40.2%, due to a reduction in the average revenue per contract by 40.0% (to €0.105 in 2016 vs. €0.175 in 2015).
Revenue from transfers – allocations amounted to €354 thousand, decreased by 41.9% compared to 2015, while trade notification instructions amounted to €734 thousand, decreased by 28.6%.
Revenue from settlement amounted to €1.40m vs. €1.59m in 2015, decreased by 11.9% reduction, and is broken down in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Off-exchange transfers OTC (1) | 1,298 | 1,547 | 0 | 0 |
| Off-exchange transfers (2) | 98 | 37 | 0 | 0 |
| Rectification trades | 2 | 3 | 0 | 0 |
| Total | 1,398 | 1,587 | 0 | 0 |
This category includes revenue from issuers for quarterly subscriptions and rights issues from ATHEX listed companies, as well as quarterly ATHEX member subscriptions in the cash and derivatives markets.
Revenue from this category in 2016 was €3.12m vs. €6.03m in 2015, decreased by 48.3%. It is analyzed in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Rights issues by listed companies (1) | 441 | 3,208 | 441 | 3,208 |
| Quarterly subscriptions by listed companies (2) | 1,980 | 2,077 | 1,980 | 2,077 |
| Member subscriptions (3) | 453 | 582 | 453 | 582 |
| IPO'S (4) | 77 | 0 | 77 | 0 |
| Subscriptions of ENA company advisors | 10 | 0 | 10 | 0 |
| Other services (Issuers) (5) | 157 | 159 | 157 | 159 |
| Total | 3,118 | 6,026 | 3,118 | 6,026 |
Certain figures in the previous fiscal year have been restated (see note 5.2).
This category includes revenue from rights issues by listed companies, quarterly operator subscriptions as well as revenue from inheritances etc. Revenue for this category in 2016 amounted to €2.08m vs. €3.21m in 2015, decreased by 35.3%. Revenue is broken down in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Issuers (Rights issues - AXIA LINE) (1) | 755 | 1,786 | 0 | 0 |
| Bonds - Greek government securities | 79 | 31 | 0 | 0 |
| Investors | 129 | 133 | 0 | 0 |
| IPO'S (2) | 41 | |||
| Operators (3) | 1,073 | 1,261 | 0 | 0 |
| Total | 2,077 | 3,211 | 0 | 0 |
(1) Fees on rights issues by listed companies in 2016 amounted to €467 thousand (ATTICA BANK - €180 thousand; ASTIR PALACE - €63 thousand; ATHENA S.A. - €37 thousand; JUMBO - €36 thousand; NEXANS - €30 thousand; NIREUS - €21.5 thousand; PLASTIKA KRITIS - €14.5 thousand; HERTZ - €3
thousand; AUDIOVISUAL - €3 thousand; TELETIPOS - €3 thousand; EUROCONSULTANTS - €3 thousand; GEK-TERNA - €3 thousand) vs. €1.4m (NBG - €202 thousand; PIRAEUS BANK - €197 thousand; EUROBANK - €196 thousand; ALPHA BANK - €193 thousand; NBG PANGAEA REIC - €180 thousand; BANK OF CYPRUS - €107 thousand; ATTICA BANK - €69 thousand; NIREAS - €19 thousand; SELONTA - €48 thousand; TECHNICAL OLYMPIC - €38 thousand; GEK-TERNA - €44 thousand; VIOHALCO - €19 thousand; IASO - €14 thousand; LAMDA DEVELOPMENT - €3 thousand; HERTZ - €4 thousand; MEDICON - €3 thousand; VARAGIS - €3 thousand), decreased by 66.6%. Revenue from the provision of information to listed companies through electronic means was €201 thousand in 2016 vs. €315 thousand in 2015. Revenue from notifications of beneficiaries for cash distributions amounted to €78 thousand in 2016 vs. €93 thousand in 2015.
Revenue in this category amounted to €166 thousand vs. €168 thousand in 2015, decreased by 1.2% and is broken down in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Derivatives market clearing Member subscriptions | 166 | 168 | 0 | 0 |
| Total | 166 | 168 | 0 | 0 |
Revenue from this category includes the rebroadcast of ATHEX and CSE market data, as well as revenue from the sale of statistical information. Revenue from this category which amounted to €3.27m vs. €3.21m in 2015, increased by 1.9%, is broken down in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Revenue from Data Feed | 3,236 | 3,177 | 3,597 | 3,478 |
| Revenue from publication sales | 30 | 29 | 31 | 31 |
| Total | 3,266 | 3,206 | 3,628 | 3,509 |
Certain figures in the previous fiscal year have been restated (see note 5.2).
Revenue from this category which amounted to €320 thousand vs. €313 thousand in 2015, posting a 2.2% increase, and is broken down in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| DSS terminal use licenses (1) | 171 | 187 | 124 | 136 |
| Services to Members (2) | 149 | 126 | 149 | 126 |
| Total | 320 | 313 | 273 | 262 |
Certain figures for the previous fiscal year have been restated (see note 5.2).
The expenses that were re-invoiced to clients in 2016 amounted to €915 thousand, increased by 8.9% compared to 2015.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| ATHEXNet | 512 | 538 | 512 | 538 |
| General Meeting Services to listed companies (SODALI) |
76 | 41 | 76 | 41 |
| Revenue from sponsorships-NY-London roadshows |
222 | 258 | 222 | 258 |
| Travel revenue | 2 | 3 | 2 | 3 |
| Revenue from electricity colocation | 103 | 0 | 103 | 0 |
| Total | 915 | 840 | 915 | 840 |
ATHEXnet revenue of €512 thousand concerns the re-invoicing of expenses of the Group for the use of the ATHEX Exchange Transactions network to members. The corresponding expenses are shown in re-invoiced expenses (see note 5.35). In 2016 revenue for the use of electricity for collocation in the amount of €103 thousand is included; there was no such revenue in 2015.
This category includes support services of other markets as well as new services provided by the Group that are not directly related with its core businesses, such as collocation services, which refer to the concession to use the premises and IT systems of the Group, as well as the provision of software services to third parties. New services are analyzed in the following table:
2016 ANNUAL FINANCIAL REPORT
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Revenue from X-NET/InBroker | 605 | 701 | 35 | 40 |
| Support of other markets (CSE, SIBEX) | 279 | 273 | 237 | 225 |
| Co-location Services (2) | 693 | 487 | 578 | 373 |
| Market Suite | 133 | 138 | 42 | 94 |
| Hellenic Capital Market Commission | 118 | 122 | 118 | 123 |
| UNAVISTA LEI - EMIR TR (1) | 180 | 198 | 0 | 0 |
| Total | 2,008 | 1,919 | 1,010 | 855 |
ATHEX owns and provides the InBrokerPlus® system on a commercial basis to ATHEX members, as a comprehensive real-time price watch and order routing/management service for end-users (OMS), for capital markets that are supported (ATHEX, CSE, and other foreign markets), as part of the operation of the XNET network by the Group.
In 2016 revenue from the InBrokerPlus® system amounted to €605 thousand, decreased by 13.7% compared to 2015, and is analyzed in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Revenue from X-NET | 73 | 107 | 33 | 40 |
| Revenue from Inbroker | 532 | 594 | 2 | 0 |
| Total | 605 | 701 | 35 | 40 |
Revenue from other services decreased by 7.4%, amounting to €922 thousand vs. €996 thousand in 2015. The breakdown of this category is shown in the table below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Education (1) | 140 | 99 | 138 | 95 |
| Rents (2) | 302 | 294 | 223 | 250 |
| Provision of support services | 0 | 0 | 107 | 107 |
| Guarantee forfeitures – penalties (3) | 15 | 190 | 0 | 0 |
| Revenue from swift instructions | 8 | 0 | 0 | 0 |
| Reversal of old unused provisions (4) | 249 | 200 | 115 | 131 |
| Asset grants (depreciation note 5.46) | 24 | 24 | 0 | 0 |
| Other (5) | 184 | 189 | 164 | 284 |
| Total | 922 | 996 | 747 | 867 |
Certain amounts of the previous fiscal year have been restated (see note 5.2).
On 19 July 2012 the Athens and Cyprus Exchanges signed a new, revised 5 year contract, in order to support the operation of the CSE market through the ATHEX-CSE Common Platform.
The Common Platform project operated successfully during 2016, fulfilling its initial goals, having facilitated access and use of the markets at a reduced cost (through the development of a common infrastructure and processes), and serving in common the development plans of the two markets, while respecting the independence of the two exchanges.
2015 was a watershed year, in which the regional cooperation with the Cyprus Stock Exchange was strengthened, and another exchange – SIBEX – joined.
Athens Exchange Clearing House S.A. (ATHEXClear) manages the Clearing Fund in order to protect the System from credit risk of the Clearing Members that arise from the clearing of transactions.
In the Clearing Fund Clearing Members contribute exclusively in cash. ATHEXClear monitors and calculates, on a daily basis as well as during the day, the risk that Clearing Members will renege on their obligations, and blocks the corresponding guarantees in cash and/or letters of guarantee. Based on the guarantees that have been blocked, the credit limits of the members are reevaluated on a daily basis; monitoring the limits takes
place in real time during market hours. The minimum size of the Clearing Fund is recalculated at least every month, in accordance with the provisions of the Rulebook, so that its size is sufficient at a minimum to cover at any time the loss, under any extreme market conditions that may arise in case the Clearing Member in which the system has the greatest exposure is overdue.
The participation of each Clearing Member in the Clearing Fund is determined based on its Account in it. The Account consists of all of the contributions by the Clearing member that have been paid into the Fund in order to form it, and is increased by any proceeds resulting from the management and investment of the assets of the Fund, as well as by the cost of managing risk and margins, as determined by ATHEXClear procedures. Revenues and expenses are distributed on a pro rata basis to each Clearing Member account in the Clearing Fund, in relation to the size of the Account balance.
The new size of the Clearing Fund amounts to €11,175,256.00 and is in effect until 31.03.2017.
The BoD of ATHEXClear at meeting number 109/17.11.2014 approved the creation of a set of risk management policies and methodologies as a result of the clearing model changes in the derivatives market, the Regulation on the Clearing of Transactions on Derivatives, as well as due to the adjustments to the requirements of the EMIR Regulation.
In accordance with the new Regulation on the Clearing of Transactions on Derivatives and in particular Part 6 of Section II, a Clearing Fund for the Derivatives Market is set up; the size of the Fund for the time period from 01.03.2017 to 31.03.2017 is €7,890,997.00. Calculation takes place on a monthly basis.
Management of the Clearing Fund in the Derivatives Market does not differ from the Clearing Fund in the cash market (see above).
The operating results of the Group in 2016 do not include the Hellenic Capital Market Commission (HCMC) fee, which for the Group amounted to €1.088 thousand compared to €1.356 thousand in 2015. This fee is collected and turned over to the HCMC, within two months following the end of each six-month period. The decrease resulted from a corresponding decrease in the revenue of the Group from the trading, clearing and settlement of trades on stocks and derivatives, on which it is calculated.
For the Company, the HCMC fee in 2016 amounted to €405 thousand compared to €516 thousand in 2015.
Personnel remuneration and expenses in 2016 amounted to €9.54m vs. €9.87m in 2015, decreased by 3.3%.
In accordance with the new accounting principle applied by the Group starting on 01.01.2013, expenses that concern systems development in the Group are capitalized (CAPEX creation). The amount thus capitalized in 2016 was €607 thousand at the Group level (2015: €798 thousand), while for the Company it was €300 thousand (2015: €494 thousand) and has been transferred from personnel remuneration and expenses (note 5.37).
The change in the number of employees of the Group and the Company, as well as the breakdown in staff remuneration is shown in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Salaried staff | 224 | 230 | 97 | 99 |
| Total Personnel | 224 | 230 | 97 | 99 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Personnel remuneration | 6,619 | 6,954 | 3,209 | 3,267 |
| Social security contributions | 1,560 | 1,620 | 723 | 686 |
| Termination benefits | 317 | 337 | 272 | 215 |
| Net change in the compensation provision(actuarial valuation) |
53 | (7) | 26 | 19 |
| Other benefits (insurance premiums etc.) | 994 | 965 | 523 | 473 |
| Total | 9,543 | 9,869 | 4,753 | 4,660 |
Termination benefits include a provision for €150 thousand for employee terminations.
The ATHEX Group assigned the preparation of a study to an actuary in order to investigate and calculate the actuarial figures, based on the requirements of the International Accounting Standards (Revised IAS 19), which require their recognition in the statement of financial position and the statement of comprehensive income. In the actuarial valuation, all financial and demographic parameters concerning the employees of the Group were taken into consideration.
It is standard policy of the Athens Exchange Group to carry out the actuarial study at the end of the year, when the data is determined in order to calculate the actuarial obligation.
The changes in the provision for 2016 are shown in detail in the following table:
| Accounting Presentation in accordance with IAS 19 (amounts in €) | Group | |
|---|---|---|
| 31.12.2016 | 31.12.2015 | |
| Amounts recognized in the Balance Sheet | ||
| Present values liabilities | 1,850,253 | 1,790,637 |
| Net obligation recognized on the Balance Sheet | 1,850,253 | 1,790,637 |
| Amounts recognized in the Profit & Loss Statement | ||
| Cost of current employment | 35,817 | 65,367 |
| Net Interest on the liability/asset | 47,273 | 41,453 |
| Regular expense in the Profit & Loss Statement | 83,090 | 106,820 |
| Cost of personnel reduction / mutual agreements/retirement | 99,075 | 348,138 |
| Total expense recognized in the Profit & Loss Statement | 182,165 | 454,958 |
| Change in the present value of the liability | ||
| Present value of the obligation at the beginning of the period | 1,790,637 | 1,964,621 |
| Cost of current employment | 35,817 | 65,367 |
| Interest expense | 47,273 | 41,453 |
| Benefits paid by the employer | (129,236) | (462,120) |
| Cost of personnel reduction / mutual agreements/retirement | 99,075 | 348,138 |
| Actuarial loss/(profit) - financial assumptions | 28,239 | (147,443) |
| Actuarial loss/(profit) - demographic assumptions | (21,552) | (19,379) |
| Present value of the liability at the end of the period (note 5.47) | 1,850,253 | 1,790,637 |
| Adjustments | ||
| Adjustments to liabilities from changes in assumptions | (28,239) | 147,443 |
| Experience adjustments in liabilities | 21,552 | 19,379 |
| Total actuarial profit / loss in equity | (6,687) | 166,822 |
| Total recognized in equity | (6,687) | 166,822 |
| Changes in net liability recognized in the balance sheet | ||
|---|---|---|
| Net liability at the start of the year | 1,790,637 | 1,964,621 |
| Benefits paid by the employer | (129,236) | (462,120) |
| Total expense recognized in the Profit & Loss Statement | 182,165 | 454,958 |
| Total amount recognized in equity | 6,687 | (166,822) |
| Net Liability at the end of the year(note 5.47) | 1,850,253 | 1,790,637 |
| Accounting Presentation in accordance with IAS 19 (amounts in €) |
Company | ||
|---|---|---|---|
| 31.12.2016 | 31.12.2015 | ||
| Amounts recognized in the Balance Sheet | |||
| Present values liabilities | 978,992 | 943,403 | |
| Net obligation recognized on the Balance Sheet | 978,992 | 943,403 | |
| Amounts recognized in the Profit & Loss Statement | |||
| Cost of current employment | 14,179 | 28,790 | |
| Net Interest on the liability/asset | 24,906 | 21,353 | |
| Regular expense in the Profit & Loss Statement | 39,085 | 50,143 | |
| Cost of personnel reduction / mutual agreements/retirement | 70,982 | 171,382 | |
| Total expense recognized in the Profit & Loss Statement | 110,067 | 221,525 | |
| Change in the present value of the liability | |||
| Present value of the obligation at the beginning of the period | 943,403 | 1,011,989 | |
| Cost of current employment | 14,179 | 28,790 | |
| Interest expense | 24,906 | 21,353 | |
| Benefits paid by the employer | (84,083) | (202,241) | |
| Cost of personnel reduction / mutual agreements/retirement | 70,982 | 171,382 | |
| Actuarial loss/(profit) - financial assumptions | 9,150 | (71,259) | |
| Actuarial loss/(profit) - demographic assumptions | 455 | (16,611) | |
| Present value of the liability at the end of the period (note 5.47 ) |
978,992 | 943,403 | |
| Adjustments | |||
| Adjustments to liabilities from changes in assumptions | (9,150) | 71,259 | |
| Experience adjustments in liabilities | (455) | 16,611 | |
| Total actuarial profit / loss in equity | (9,605) | 87,870 | |
| Total recognized in equity | (9,605) | 87,870 | |
| Changes in net liability recognized in the balance sheet | |||
| Net liability at the start of the year | 943,403 | 1,011,989 | |
| Benefits paid by the employer | (84,083) | (202,241) | |
| Total expense recognized in the Profit & Loss Statement | 110,067 | 221,525 | |
| Total amount recognized in equity | 9,605 | (87,870) | |
| Net Liability at the end of the year (note 5.47 ) | 978,992 | 943,403 |
The actuarial assumptions used in the actuarial study in accordance with IAS 19 are as follows:
| Actuarial assumptions | Valuation dates | |
|---|---|---|
| 31.12.2016 | 30.06.2015 | |
| Discount rate | 1.78% | 2.64% |
| Increase in salaries (long term) | 1.00% | 1.75% |
| Inflation | 1.00% | 1.75% |
| Mortality table | E V K 2000 (Swiss table) | E V K 2000 (Swiss table) |
| Personnel turnover | 0.50% | 0.50% |
| Based on the rules of the | Based on the rules of the Social | |
| Social security fund in | security fund in which each | |
| Regular retirement age | which each employee | employee belongs |
| belongs |
A sensitivity test table on the discount interest rate, the annual inflation rate, and the salary increase rate is presented below:
| Cash flows Expected benefits from the plan in the next fiscal year |
31.12.2016 | 31.12.2015 |
|---|---|---|
| Sensitivity scenaria for the economic and demographic assumptions used |
||
| Sensitivity 1 – Discount rate plus 0.5% - % difference in liability present value (PV ) |
(8.43)% | (8.77)% |
| Sensitivity 2 - Discount rate minus 0.5% - % difference in liability present value (PV ) |
9.31% | 9.71% |
| Sensitivity 3 – Annual inflation plus 0.5% - % difference in liability PV | 9.34% | 9.76% |
| Sensitivity 4 - Annual inflation minus 0.5% - % difference in liability PV | (8.54)% | (8.89)% |
| Sensitivity 5 - Assumption: salary increase of plus 0.5% - % difference in liability PV |
8.14% | 8.49% |
| Sensitivity 6 – Assumption: salary increase of minus 0.5% - % difference in liability PV |
(7.75)% | (8.07)% |
The expected normal expense for 2017 depicted in the table below for the Company, is equal to the cost of current employment and the interest on the obligation, as estimated on 31.12.2016.
It should be noted that any additional benefits that may be paid during the period examined (cost of additional benefits) must be added to the final expense. These additional benefits may arise, for example, in case the Company provides benefits higher than those expected under law 4093.
| Amounts in € | Cost of | Interest on | Normal |
|---|---|---|---|
| current | the obligation | expense in the | |
| employment | results | ||
| ATHEXCSD | 15,755 | 12,516 | 28,271 |
| ATHEX | 11,092 | 17,426 | 28,518 |
| ATHEXCLEAR | 3,279 | 2,993 | 6,272 |
| Total | 30,126 | 32,935 | 63,061 |
In 2016 third party fees and expenses amounted to €588 thousand vs. €714 thousand, reduced by 17.6% compared to 2015. Third party fees and expenses include the remuneration of the members of the BoDs of all the companies of the Group. The corresponding amount for the Company was €420 thousand (2015: €604 thousand).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| BoD member remuneration | 52 | 61 | 44 | 50 |
| Attorney remuneration and expenses | 75 | 60 | 75 | 60 |
| Fees to auditors (2) | 93 | 94 | 39 | 39 |
| Fees to consultants (1) | 189 | 305 | 101 | 286 |
| Fees to FTSE (ATHEX) | 151 | 164 | 150 | 164 |
| Other Fees | 17 | 25 | 0 | 0 |
| Fees to training consultants | 11 | 5 | 11 | 5 |
| Total | 588 | 714 | 420 | 604 |
(1) Fees to consultants include fees for consultancy services, actuarial study fees, fees for tax and legal services. In 2016, fees for the ATHEXClear systems audit in accordance with EMIR, amounting to €18
thousand were booked, as well as fees for the real estate estimator - €8 thousand; there were no corresponding fees in 2015.
(2) It should be noted that the fees for the statutory audit and the tax certificate by the auditors of the Group which are included in the €93 thousand for the group and the €39 thousand for the Company are greater than the fees that the auditors received for services that are not related with the statutory audit.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Fixed - mobile telephony - internet | 176 | 189 | 54 | 51 |
| Leased lines - ATHEXNet | 133 | 144 | 40 | 41 |
| PPC (Electricity) | 431 | 538 | 15 | 15 |
| EYDAP (water) | 7 | 6 | 0 | 0 |
| Total | 747 | 877 | 109 | 107 |
Expenses in this category include electricity, water, fixed line and mobile telephony and telecommunications networks, and amounted to €747 thousand in 2016 vs. €877 thousand in 2015, reduced by 14.8%.
Maintenance and IT support includes expenses for the maintenance of the Group's technical infrastructure and support for the IT systems (technical support for the electronic trading platforms, databases, Registry [DSS] etc.), and are contractual obligations.
Expenses in this category for the Group amounted to €1,148 thousand in 2016 (2015: €1,191 thousand), decreased by 3.8% compared to 2015, while for the company €769 thousand in 2016 (2015: €828 thousand), decreased by 7.1% compared to 2015.
Non-deductible Value Added Tax, and other taxes (Property Tax) that burden the cost of services amounted to €1,079 thousand compared to €1,557 thousand in 2015. In 2015 other taxes included €438 thousand – capital concentration tax. In 2016 other taxes was burdened on the one hand with the increase in the VAT rate from 23 to 24% starting on 1.4.2016.
For the Company, other taxes amounted to €617 thousand vs. €1.051 thousand in 2015.
This category includes expenses such as: building and equipment insurance premiums, security and cleaning services, maintenance and repairs et al.
Building and equipment management expenses in 2016 amounted to €556 thousand vs. €621 thousand in 2015, reduced by 10.5% compared to 2015. For the Company, building and equipment management expenses amounted to €109 thousand in 2016 compared to €103 thousand in 2015.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Cleaning and building security services | 358 | 361 | 101 | 98 |
| Building repair and maintenance - other equipment |
165 | 232 | 8 | 5 |
| Fuel and other generator materials | 15 | 9 | 0 | 0 |
| Communal expenses | 18 | 19 | 0 | 0 |
| Total | 556 | 621 | 109 | 103 |
Marketing and advertising expenses amounted to €271 thousand in 2016 vs. €213 thousand, increased by 27.2% compared to 2015. For the Company, these expenses amounted to €242 thousand in 2016 vs. €187 thousand in 2015.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Promotion, reception and hosting expenses | 195 | 133 | 190 | 125 |
| Event expenses | 76 | 80 | 52 | 62 |
| Total | 271 | 213 | 242 | 187 |
The increase in promotion expenses is due the frequent promotional events organized by ATHEX during 2016.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Subscriptions to professional organizations & contributions |
297 | 263 | 272 | 239 |
| Hellenic Capital Market Commission subscription | 14 | 19 | 14 | 19 |
| Total | 311 | 282 | 286 | 258 |
Subscriptions in professional organizations include participation in WFE and FESE, SIIA, EACH, Reuters, Bloomberg, magazines, newspapers etc. The difference in subscriptions compared to last year is due to the booking of Gartner subscription amounting to €26.5 thousand in 2016, while in 2015 the subscription was booked for only one month as it began in December 2015.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Electronic equipment fire insurance | 16 | 16 | 16 | 16 |
| Means of transport insurance | 5 | 2 | 4 | 2 |
| Building fire insurance premiums | 21 | 19 | 4 | 5 |
| BoD member civil liability ins. Premiums (D&O, DFL & PI) |
379 | 383 | 379 | 384 |
| Total | 421 | 420 | 403 | 407 |
Members of the Board of Directors and executives of the Group have been insured against professional liability risk, employee fraud, BoD member and executive liability, legal liability and electronic fraud, with the premium in 2016 amounting to €379 thousand, reduced by €4 thousand compared to 2015.
Operating expenses in 2016 amounted to €385 thousand vs. €388 thousand in 2015, reduced by 0.8%; for the company these expenses amounted to €529 thousand vs. €555 thousand in 2015.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Stationery | 7 | 7 | 6 | 7 |
| Consumables | 39 | 41 | 38 | 40 |
| Travel expenses | 159 | 166 | 108 | 112 |
| Postal expenses | 3 | 6 | 1 | 3 |
| Transportation expenses | 52 | 53 | 42 | 43 |
| Storage fees | 13 | 11 | 9 | 8 |
| Operation support services | 0 | 0 | 102 | 102 |
| Automobile leases | 20 | 22 | 20 | 22 |
| Rent expenses | 61 | 58 | 187 | 184 |
| Other expenses | 31 | 24 | 16 | 34 |
| Total 385 |
388 | 529 | 555 |
Travel expenses concern participation in conferences abroad, as well as for educational purposes.
In 2016 fees amounting to €61 thousand for the Group were paid to the Bank of Greece (BoG) for the cash settlement of trades in the cash and derivatives markets, in accordance with the contract signed between the BoG and ATHEX, ATHEXClear and ATHEXCSD. The corresponding amount for 2015 was €62 thousand.
Other expenses in 2016 amounted to €145 thousand vs. €139 thousand in 2015, increased by 4.3% and concern pension plan administration expenses, fees to ascertain the eligibility of BoD members, various fees and expenses. For the Company other expenses amounted to €73 thousand in 2016 vs. €95 thousand in 2015.
The expenses on this category for the Group in 2016 amounted to €866 thousand vs. €925 thousand in 2015, reduced by 6.4%, while for the company these expenses amounted to €752 thousand vs. €910 thousand in 2015.
2016 ANNUAL FINANCIAL REPORT
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| Leased Lines(ATHEXNet) | 449 | 506 | 441 | 496 | |
| Sodali expenses (General Meetings) | 57 | 31 | 57 | 31 | |
| VAT on re-invoiced expenses | 88 | 161 | 88 | 160 | |
| Promotion, reception and hosting expenses (NY London roadshows) |
168 | 225 | 165 | 221 | |
| Consumption Electricity Collocation | 103 | 0 | 0 | 0 | |
| Other | 1 | 2 | 1 | 2 | |
| Total | 866 | 925 | 752 | 910 |
The expenses on this category for the Group amounted to €901 thousand vs €1.1m in 2015; for the company these expenses amounted to €90 thousand vs. €43 thousand in 2015. The breakdown of this category is shown in the table below:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| New services Expenses | 19 | 0 | 18 | 0 | |
| Χ-ΝΕΤ Expenses | 565 | 515 | 60 | 26 | |
| Expenses on IT Services to third parties | 187 | 382 | 12 | 14 | |
| VAT on Expenses for new activities | 130 | 201 | 0 | 3 | |
| Total | 901 | 1,098 | 90 | 43 |
InBroker Plus expenses for X-NET (the corresponding revenue is described in note 5.18) concern data feed, which is purchased from foreign exchanges in order for the product to be more attractive to a greater range of clients and vendors. In particular, data feed is purchased from the London Stock Exchange, Euronext, Deutsche Börse et al, aiming to widen the investment horizon of investors.
Expenses on IT Services include expenses of UNAVISTA LEI service and amounted to €169 thousand vs. €350 thousand in 2015 (the corresponding UNAVISTA LEI revenue is described in note 5.18). In addition, this category includes Singular Securities ERP - €7 thousand, and Oracle - €12 thousand.
XNET expenses are analyzed in the table below:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| Expenses concerning foreign securities | 84 | 73 | 56 | 25 | |
| Inbroker Plus data feed expenses | 481 | 442 | 4 | 1 | |
| Total | 565 | 515 | 60 | 26 |
Due to the continuing economic crisis in the country, and the resulting drop in the value of plots of land and buildings, the Group decided to assign the study to determine the market value of the properties of the Group, in accordance with IFRS, to independent recognized estimators. The study was completed and turned over at the beginning of March 2016, however the Group adjusted the value of its properties on 31.12.2015 in line with the results of the study, in order to reflect on the balance sheet of 31.12.2015 the fair value of the properties.
Even though the estimation report did not reveal a significant total discrepancy with the book value of the properties at the Group level, as recorded in the accounts, it did show significant deviations at the company level, in particular buildings, as well as significant value differences between the plots of land and the buildings at those properties. As a result, it may be noted that the estimate significantly reduces the value of the plots of land at the Group level, and increases the value of the buildings. As a result, in the years to follow, the Group will be obliged to record increased depreciation levels.
The book value of the assets of the Group per building on 31.12.2016 is summarily presented in the following table:
| Analysis of the Assets of the Group per category in the Statement of Financial Position of 31.12.2016 |
|||||||
|---|---|---|---|---|---|---|---|
| Real Estate investments |
|||||||
| Athinon Ave. building |
Katouni building Total (Thessaloniki) |
||||||
| Plots of land | 3,000 | 1,500 | 4,500 | 1,000 | |||
| Construction | 16,537 | 454 | 16,991 | 1,996 | |||
| Means of transportation |
17 | 0 | 17 | 0 | |||
| Electronic systems | 935 | 0 | 935 | 0 | |||
| Communication & other equipment |
264 | 0 | 264 | 0 | |||
| Intangibles | 5,440 | 0 | 5,440 | 0 | |||
| Total | 26,193 | 1,954 | 28,147 | 2,996 |
| Analysis of the Assets of the Group per category in the Statement of Financial Position of 31.12.2015 |
|||||||
|---|---|---|---|---|---|---|---|
| Real Estate investments |
|||||||
| Athinon Ave. building |
Katouni building Total (Thessaloniki) |
||||||
| Plots of land | 3,000 | 1,500 | 4,500 | 1,000 | |||
| Construction | 17,500 | 550 | 18,050 | 2,200 | |||
| Means of transportation |
29 | 0 | 29 | 0 | |||
| Electronic systems | 268 | 0 | 268 | 0 | |||
| Communication & other equipment |
275 | 0 | 275 | 0 | |||
| Intangibles | 5,209 | 0 | 5,209 | 0 | |||
| Total | 26,281 | 2,050 | 28,331 | 3,200 |
The tangible and intangible assets of the Group on 31.12.2016 and 31.12.2015 are analyzed as follows:
| GROUP | TANGIBLE ASSETS & INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|---|
| Plots of Land |
Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | |
| Acquisition and valuation on 31/12/2014 |
11,800 | 18,993 | 800 | 165 | 7,048 | 5,709 | 44,515 |
| Additions in 2015 | 0 | 7 | 0 | 0 | 269 | 2,157 | 2,433 |
| Reductions in 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Acquisition and valuation on 31/12/2015 |
11,800 | 19,000 | 800 | 165 | 7,317 | 7,866 | 46,948 |
| Accumulated depreciation on 31/12/2014 |
0 | 8,187 | 800 | 120 | 6,428 | 1,904 | 17,439 |
| Depreciation in 2015 | 0 | 754 | 0 | 16 | 346 | 753 | 1,869 |
| Accumulated depreciation reduction in 2015 |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Accumulated depreciation on 31/12/2015 |
0 | 8,941 | 800 | 136 | 6,774 | 2,657 | 19,308 |
| Book value | |||||||
| on 31/12/2014 | 11,800 | 10,806 | 0 | 45 | 620 | 3,805 | 27,076 |
| on 31/12/2015 | 11,800 | 10,059 | 0 | 29 | 543 | 5,209 | 27,640 |
| Revaluation due to estimate by independent estimator |
(7,300) | 7,991 | 0 | 0 | 0 | 0 | 691 |
| Book value after the revaluation on 31/12/2015 |
4,500 | 18,050 | 0 | 29 | 543 | 5,209 | 28,331 |
| GROUP | TANGIBLE ASSETS & INTANGIBLE ASSETS | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Plots of Land |
Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | |||
| Acquisition and valuation on 31/12/2015 |
4,500 | 26,991 | 800 | 165 | 7,317 | 7,866 | 47,639 | ||
| Additions in 2016 | 0 | 15 | 0 | 5 | 1,050 | 1,423 | 2,493 | ||
| Reductions in 2016 | 0 | (132) | (673) | (2) | (652) | (818) | (2,277) | ||
| Acquisition and valuation on 31/12/2016 |
4,500 | 26,874 | 127 | 168 | 7,715 | 8,471 | 47,855 | ||
| Accumulated depreciation on 31/12/2015 Depreciation in 2016 |
0 | 8,941 | 800 | 136 | 6,774 | 2,657 | 19,308 | ||
| 0 | 1,074 | 0 | 17 | 394 | 1,192 | 2,677 | |||
| Accumulated depreciation reduction in 2016 |
0 | (132) | (673) | (2) | (652) | (818) | (2,277) | ||
| Accumulated depreciation on 31/12/2016 |
0 | 9,883 | 127 | 151 | 6,516 | 3,031 | 19,708 | ||
| Book value | |||||||||
| on 31/12/2015 | 4,500 | 18,050 | 0 | 29 | 543 | 5,209 | 28,331 | ||
| on 31/12/2016 | 4,500 | 16,991 | 0 | 17 | 1,199 | 5,440 | 28,147 |
The tangible and intangible assets of the Company on 31.12.2016 and 31.12.2015 are presented in the table below:
| COMPANY | TANGIBLE ASSETS & INTANGIBLE ASSETS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Plots of Land |
Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | ||||
| Acquisition and valuation on 31/12/2014 |
0 | 0 | 103 | 154 | 5,056 | 4,102 | 9,415 | |||
| Additions in 2015 | 0 | 0 | 0 | 0 | 187 | 1,739 | 1,926 | |||
| Reductions in 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Acquisition and valuation on 31/12/2015 |
0 | 0 | 103 | 154 | 5,243 | 5,841 | 11,341 | |||
| Accumulated depreciation on 31/12/2014 |
0 | 0 | 103 | 115 | 4,627 | 1,091 | 5,936 | |||
| Depreciation in 2015 | 0 | 0 | 0 | 15 | 227 | 582 | 824 | |||
| Accumulated depreciation reduction in 2015 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Accumulated depreciation on 31/12/2015 |
0 | 0 | 103 | 130 | 4,854 | 1,673 | 6,760 | |||
| Book value | ||||||||||
| on 31/12/2014 | 0 | 0 | 0 | 39 | 429 | 3,011 | 3,479 | |||
| on 31/12/2015 | 0 | 0 | 0 | 24 | 389 | 4,168 | 4,581 | |||
| Book value after the revaluation on 31/12/2015 |
0 | 0 | 0 | 24 | 389 | 4,168 | 4,581 |
| COMPANY | TANGIBLE ASSETS & INTANGIBLE ASSETS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Plots of Land |
Building and Construction |
Machinery & other equip. |
Means of Transportation |
Furniture fittings and equip. |
Intangible Assets |
Total | ||||
| Acquisition and valuation on 31/12/2015 |
0 | 0 | 103 | 154 | 5,243 | 5,841 | 11,341 | |||
| Additions in 2016 | 0 | 15 | 0 | 5 | 817 | 901 | 1,738 | |||
| Reductions in 2016 | 0 | 0 | 0 | 0 | (290) | (162) | (452) | |||
| Acquisition and valuation on 31/12/2016 |
0 | 15 | 103 | 159 | 5,770 | 6,580 | 12,627 | |||
| Accumulated depreciation on 31/12/2015 |
0 | 0 | 103 | 130 | 4,854 | 1,673 | 6,760 | |||
| Depreciation in 2016 | 0 | 0 | 0 | 16 | 306 | 956 | 1,278 | |||
| Accumulated depreciation reduction in 2016 |
0 | 0 | 0 | 0 | (290) | (162) | (452) | |||
| Accumulated depreciation on 31/12/2016 |
0 | 0 | 103 | 146 | 4,870 | 2,467 | 7,586 | |||
| Book value | ||||||||||
| on 31/12/2015 | 0 | 0 | 0 | 24 | 389 | 4,168 | 4,581 | |||
| on 31/12/2016 | 0 | 15 | 0 | 13 | 900 | 4,113 | 5,041 |
Intangible assets include the amounts of €607 thousand for the Group and €300 thousand for the Company and concern the capitalization of expenses (CAPEX creation) concerning systems development by the Group in fiscal year 2016 (note 5.23).
The management of the Group estimates that there are no impairment indications on the owner occupied buildings of the Group.
On 31.12.2016 there were no liens on the assets of the companies of the Group. The acquisition value of the assets that were fully depreciated on 31.12.2016 for the Group and the Company are shown in the table below:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (in €) | 31.12.2016 | 31.12.2015 | 31.122016 | 31.12.2015 | |
| Buildings - Construction | 132,088.04 | 132,088.04 | 0 | 0 | |
| Machinery & other equipment | 799,827.79 | 799,827.79 | 102,845.18 | 102,845.18 | |
| Means of transportation | 2,760.19 | 2,218.00 | 665.19 | 123.00 | |
| Electronic systems | 6,548,520.18 | 6,158,624.50 | 4,781,340.35 | 4,424,236.93 | |
| Total | 7,483,196.20 | 7,092,758.33 | 4,884,850.72 | 4,527,205.11 |
The Group assigned the study to determine the market value of the real estate properties of the Group, in accordance with IFRS, to independent recognized estimators (note 5.38). Even though the estimation report did not reveal a significant total discrepancy with the book value of the properties at the Group level, as recorded in the accounts, it did show significant deviations at the company level, in particular buildings, as well as significant value differences between the plots of land and the buildings at those properties. As a result, it should be noted that the estimate significantly reduces the value of the plots of land at the Group level, and increases the value of the buildings.
Their value was estimated as the average of the revenues and comparable items valuation methods on the transition date. There were no indications of impairment on 31.12.2016 as the book value does not significantly differ from the fair value.
The book value of the investments in real estate for the Group and the Company on 31.12.2016 and 31.12.2015 is shown in the following table:
| GROUP-COMPANY | TANGIBLE ASSETS | |||
|---|---|---|---|---|
| Plots of Land |
Buildings and Construction |
Furniture and fixtures |
Total | |
| Acquisition and valuation on 31/12/2014 | 2,100 | 5,100 | 88 | 7,288 |
| Additions in 2015 | 0 | 0 | 0 | 0 |
| Acquisition and valuation on 31/12/2015 | 2,100 | 5,100 | 88 | 7,288 |
| Accumulated depreciation on 31/12/2014 |
0 | 2,706 | 0 | 2,794 |
| Depreciation in 2015 | 0 | 204 | 0 | 204 |
| Accumulated depreciation on 31/12/2015 |
0 | 2,910 | 88 | 2,998 |
| Book value | ||||
| on 31/12/2014 | 2,100 | 2,394 | 0 | 4,494 |
| on 31/12/2015 | 2,100 | 2,190 | 0 | 4,290 |
| Adjustment value in an independent assessor assessment |
(1,100) | 10 | 0 | (1,090) |
| Net book value after revaluation at 31/12/2015 |
1,000 | 2,200 | 0 | 3,200 |
| GROUP-COMPANY | TANGIBLE ASSETS | |||
|---|---|---|---|---|
| Plots of Land |
Buildings and Construction |
Furniture and fixtures |
Total | |
| Acquisition and valuation on 31/12/2015 | 1,000 | 5,110 | 88 | 6,198 |
| Additions in 2016 | 0 | 0 | 0 | 0 |
| Reductions in 2016 | 0 | 0 | 0 | 0 |
| Acquisition and valuation on 31/12/2016 | 1,000 | 5,110 | 88 | 6,198 |
| Accumulated depreciation on 31/12/2015 Depreciation in 2016 |
0 0 |
2,910 204 |
88 0 |
2,998 204 |
| Accumulated depreciation reduction in 2016 | 0 | 0 | 0 | 0 |
| Accumulated depreciation on 31/12/2016 |
0 | 3,114 | 88 | 3,202 |
| Book value | ||||
| on 31/12/2015 | 1,000 | 2,200 | 0 | 3,200 |
| on 31/12/2016 | 1,000 | 1,996 | 0 | 2,996 |
The minimum future lease payments receivable based on non-cancelable operating lease contracts on 31.12.2016 and 2015 are as follows:
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| Within 1 year | 265,395 | 265,395 |
| From 2 to 5 years | 835,675 | 1,002,578 |
| More than 5 years | 0 | 98,491 |
| Total future operating lease payments | 1,101,069 | 1,366,464 |
| receivable |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Participation in ANNA | 1 | 1 | 1 | 1 |
| Participation in subsidiaries | 0 | 0 | 57,880 | 57,880 |
| Management committee reserve | 11 | 11 | 0 | 0 |
| Valuation from subsidiaries due to stock options | 0 | 0 | 227 | 227 |
| Rent guarantees | 56 | 56 | 10 | 10 |
| Total | 68 | 68 | 58,118 | 58,118 |
The breakdown of the participations of the parent company in the subsidiaries of the Group on 31.12.2016 is shown below:
| % of direct participation |
Number of shares/total number of shares |
Valuation | Valuation | |
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | |||
| ATHEXCSD | ||||
| (former TSEC) | 100 | 802,600 / 802,600 | 32,380 | 32,380 |
| ATHEXClear | 8,500,000 / | |||
| 100 | 8,500,000 | 25,500 | 25,500 | |
| Total | 57,880 | 57,880 |
From its participation in the subsidiary ATHEXCSD, the Company received dividends of €4,013,000 (802,600 shares x €5.00 per share) for fiscal year 2015; for fiscal year 2014 it received €9,069,380 (802,600 shares x €11.30 per share).
Despite the worsening of the business climate in Greece, and taking into consideration the latest positive developments, it is expected that the difficult financial conditions will be overcome and that, due to the fact that ATHEX and its subsidiaries continue to be profitable, no impairment loss arises. The gradual recovery of the business environment following the expected positive review and execution of the obligations of the Memorandum will remove all existing restrictions that are hindering business activity.
All claims are short term and, therefore, no discounting is required on the date of the statement of financial position. The breakdown of clients and other receivables is shown in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Clients | 8,089 | 8,668 | 4,545 | 4,360 |
| Less: provisions for bad debts | (2,972) | (2,148) | (1,694) | (1,694) |
| Net commercial receivables | 5,117 | 6,520 | 2,851 | 2,666 |
| Other receivables | ||||
| Tax withheld on dividends for offsetting (1) | 4,721 | 4,721 | 4,421 | 4,421 |
| Tax (0.20%) (2) | 2,444 | 6,671 | 0 | 0 |
| HCMC fee claim | 453 | 453 | 453 | 453 |
| Taxes withheld on deposits | 103 | 262 | 72 | 202 |
| Accrued income (interest) | 13 | 46 | 8 | 36 |
| Letter of guarantee for NSRF (ESPA) seminars | 185 | 185 | 185 | 185 |
| Other withheld taxes | 21 | 12 | 13 | 10 |
| Prepaid non accrued expenses | 193 | 144 | 116 | 43 |
| Prepayments & credits accounts | 0 | 0 | 2 | 0 |
| Prepayment of tax audit differences (note 5.50) | 1,559 | 0 | 1,559 | 0 |
| Other debtors (3) | 415 | 437 | 392 | 408 |
| Total | 10,107 | 12,931 | 7,221 | 5,758 |
| Income tax claim (4) | 3,312 | 3,715 | 1,052 | 1,155 |
(2) The tax claim which starting on 1.4.2011 became 0.20%. It is turned over by members on T+2, however some members take advantage of their right to turn it over in one tranche to ATHEXCSD on the third working day after the end of the month when the transactions took place.
(3) Other debtors include the claim for XNET cash settlement €330 thousand, and rent payment claim on the Mayer building - €49 thousand.
| Provisions for bad debts | Group | Company |
|---|---|---|
| Balance on 31.12.2014 | 2,297 | 1,394 |
| Bad debts write off | -514 | -284 |
| Released provisions | -219 | 0 |
| Additional provisions in 2015 | 584 | 584 |
| Balance on 31.12.2015 | 2,148 | 1,694 |
| Bad debts write off 2016 | 824 | 0 |
| Balance on 31.12.2016 | 2,972 | 1,694 |
The provisions that have been taken in fiscal year 2016 cover part of the claims that the Group has on the Greek State, which are included in receivables on 31.12.2016.
Trade and other receivables are classified in Level 3.
During 2016, there were no transfers between Levels 1, 2, 3.
Financial assets available for sale include the Bank of Piraeus shares that were obtained in exchange for the bond issued by the same bank that the Group possessed. In particular, 13,365,316 shares of Piraeus Bank were acquired at a par value of €0.30 per share and total value of €4,009,594.80.
The significant reduction in the fair value compared with the acquisition value of the securities in the first nine months of 2016 (price on 30.09.2016: €0.134), is an impairment indication. For this reason the Company / the Group, in accordance with IAS 39, charged the results of the period and in particular the Provisions for devaluation of participations and securities account with the amount of €2,219 thousand which concerns the securities impairment provision of the Piraeus Bank shares from the initial acquisition date. The amount of €2,219 thousand includes the €294 loss that had been booked in Other Comprehensive Income on 31.12.2015.
On 31.12.2016 the share price recovered to €0.209, however the positive difference of €1,002 thousand did not reduce the loss but, in accordance with IAS 39, was transferred to Other Comprehensive Income.
As a result of the above, the Company booked in the results the €2,219 thousand loss on 31.12.2016, and in Other Comprehensive Income the positive deviation of the share price in the last quarter of 2016 in the amount of €1,002 thousand.
The cash at hand and at bank of the Group are invested in short term interest bearing instruments in order to maximize the benefits for the companies of the Group, in accordance with the policy set by the Strategic Investments Committee of the Company. By placing its cash in short term interest bearing investments, the Group recorded revenue of €577 thousand in 2016 (2015: €1,554 thousand); for the Company, the corresponding income was €407 thousand (2015: €1,214 thousand).
A significant portion (28%) of the cash of the Group is, due to compliance of ATHEXClear with the EMIR Regulation, kept at the Bank of Greece (BoG).
Deposits of the Group at the BoG carry a negative interest rate 0.3% from 9.12.2015 and negative 0.4% from 16.3.2016 onwards.
Expenses and bank commissions over the same period amounted to €131 thousand (31.12.2015: €83 thousand) for the Group and €20 thousand for the Company (31.12.2015: €10 thousand). The breakdown of the cash at hand and at bank of the Group is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Deposits at the Bank of Greece | 28,101 | 29,598 | 0 | 0 |
| Sight deposits in commercial banks | 31,092 | 31,443 | 30,505 | 30,759 |
| Time deposits < 3 months | 40,806 | 76,161 | 23,037 | 58,406 |
| Cash at hand | 18 | 33 | 5 | 9 |
| Total | 100,017 | 137,235 | 53,547 | 89,174 |
Out of the total cash balance of the Group, the amount of €5.7m or 20.3% of ATHEXClear assets (totaling €28.2m) is blocked capital requirements (own resources), to be used as a line of defense against default obligations to the company of the Group ATHEXClear (in accordance with article 35 of the technical standards and article 45 of Regulation (EU) 648/2012). The calculation of the capital requirements is described in note 5.45 d).
Cash and cash equivalents are classified in Level 1.
During 2016 there were no transfers among Levels 1, 2, 3.
This essentially is a memo account for the margins that ATHEXClear receives from its Members for the derivatives market and, starting on 16.02.2015, for the cash market. ATHEXClear manages Member margins, which in accordance with the investment policy for deposits, are placed with the BoG .
The amount on 31.12.2016 is shown in both assets and liabilities in the Statement of Financial Position of ATHEXClear and the Group, and is analyzed below:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Clearing Fund collaterals – Cash Market | 15,726 | 12,918 | 0 | 0 |
| Additional Clearing Fund collaterals – Cash Market | 145,202 | 380,517 | 0 | 0 |
| Clearing Fund collaterals – Derivatives Market | 8,207 | 7,616 | 0 | 0 |
| Additional Clearing Fund collaterals – Derivatives | 35,717 | 45,757 | 0 | 0 |
| Market | ||||
| Members Guarantees in cash for Χ-ΝΕΤ (1) | 1,228 | 1,008 | 1,228 | 1,008 |
| Third party balances in ATHEXClear Account | 206,080 | 447,816 | 1,228 | 1,008 |
(1)Concerns cash collaterals by members for XNET placed in ALPHA BANK, in effect as of 16.02.2015.
The cash of ATHEXClear concern Clearing Member cash collaterals as well as the cash of the Clearing Fund, and in accordance with the investment policy of ATHEXClear, are kept by ATHEXClear in an account that it maintains as a direct participant in Target2 at the Bank of Greece.
The implementation of the ATHEXClear investment policy begun immediately with the application of the new clearing model and risk management in the derivatives market on 1.12.2014. The amount of €206,080 thousand on 31.12.2016 and €447,816 thousand on 31.12.2015 shown above and in the Statement of Financial Position, concern exclusively Member collaterals in the cash, derivatives and XNET markets respectively.
The deferred taxes accounts are analyzed as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Deferred taxes | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 |
| Deferred tax claims | 983 | 1,315 | 915 | 1,245 |
| Deferred tax liabilities | (1,711) | (1,873) | 0 | 0 |
| Total | (728) | (558) | 915 | 1,245 |
| Group | Company | |||
|---|---|---|---|---|
| Changes in deferred income tax | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 |
| Starting balance | 1,315 | 2,929 | 1,245 | 802 |
| Effect on other comprehensive income | (332) | (1,614) | (330) | 443 |
| Amount from deferred tax claims | 983 | 1,315 | 915 | 1,245 |
| Starting balance | (1,873) | (3,603) | 0 | 0 |
| (Charge)/Credit to the results | 162 | 1,730 | 0 | 0 |
| Amount from deferred tax liabilities | (1,711) | (1,873) | 0 | 0 |
| Balance | (728) | (558) | 915 | 1,245 |
| Analysis of deferred tax table | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| Deferred tax changes - actuarial study result | (51) | (8) | (53) | (10) | |
| Actuarial study OCI | 3 | (48) | 3 | (26) | |
| Deferred tax changes - Other temporary differences | (155) | (188) | 7 | (510) | |
| Total (note 5.50) | (203) | (244) | (43) | (546) |
Other data concerns the tax corresponding to the valuation and sale of participations and securities.
Deferred income tax is calculated based on the temporary differences, which arise between the book value of the assets and the liabilities included in the financial statements, and the tax assessment of their value in accordance with the tax legislation.
The charge for deferred income tax (deferred tax liability) in the Statement of Comprehensive Income (OCI) includes the temporary tax differences that arise mainly from the accounted revenue-profits which will be taxed at a future time. The credit for deferred tax (deferred tax claim) includes mainly the temporary tax differences that arise from specific provisions, which are tax deductible at the time they are formed. Debit and credit deferred tax balances are offset when there is a legally enforceable offset right, and the deferred tax claims and liabilities concern income taxes collected by the tax authorities.
The Repetitive General Meeting of shareholders of 9.6.2016 approved another share capital return to shareholders, with a corresponding reduction in the share par value. In particular it decided the return of capital in the amount of €14,381,083.86 or €0.22 per share for the 65,368,563 shares outstanding. Thus, the share capital of the Company amounts to €70,598,048.04, divided into 65,368,563 shares with a par value of €1.08 per share.
| Number of shares | Par value (€) | Share Capital (€) | Share Premium (€) | |
|---|---|---|---|---|
| TOTAL 31.12.2013 | 65,368,563 | 0.76 | 49,680,107.88 | 94,333,685.47 |
| Reduction/ Return of share | ||||
| capital (June 2014) | - | (0.20) | (13,073,712.60) | 0 |
| Share capital increase / | ||||
| capitalization of untaxed reserves | ||||
| (December 2014) | - | 0 | 55,702,157.60 | 0 |
| Share capital increase / | ||||
| capitalization of share premium | ||||
| (December 2014) | - | 1.62 | 50,379,637.11 | (50,379,637.11) |
| Reduction of share capital | ||||
| (December 2014) | - | (1.44) | (94,315,453.37) | 0 |
| TOTAL 31.12.2014 | 65,368,563 | 0.74 | 48,372,736.62 | 43,954,048.36 |
| Share capital increase / | ||||
| capitalization of share premium | ||||
| (June 2015) | - | 0.67 | 43,796,937.21 | (43,796,937.21) |
| Reduction of share capital | ||||
| (June 2015) | - | (0.11) | (7,190,541.93) | 0 |
| TOTAL 31.12.2015 | 65,368,563 | 1.30 | 84,979,131.90 | 157,111.15 |
| Reduction of share capital | ||||
| (June 2016) | - | (0.22) | (14,381,083.86) | 0 |
| TOTAL 31.12.2016 | 65,368,563 | 1.08 | 70,598,048.04 | 157,111.15 |
Following the decision of the General Meeting of shareholders of the Company on 20.5.2015 the share buyback program of the Company began (see below note c).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Regular Reserve (1) | 29,336 | 28,418 | 28,116 | 27,472 |
| Tax free and specially taxed reserves | 10,141 | 10,141 | 10,141 | 10,141 |
| Treasury stock reserve | 6,396 | 6,396 | 6,396 | 6,396 |
| Reserves | 15,819 | 15,819 | 14,383 | 14,383 |
| Other (3) | 6,330 | 634 | 5,873 | 179 |
| Special securities valuation reserve (2) | 712 | (209) | 712 | (209) |
| Reserve from stock option plan to employees | 1,385 | 1,385 | 1,337 | 1,337 |
| Total | 70,119 | 62,584 | 66,958 | 59,699 |
(1) ATHEXClear regular reserve: €217 thousand; ATHEXCSD regular reserve: €1,003 thousand.
The company is in progress of implementing a share buyback program. The proposed program was approved by the 14th Annual General Meeting of shareholders on 20.5.2015 with the following terms:
Following the decision of the BoD, the share buyback program begun on 9.2.2016, and the brokerage firms that would carry out the purchases were selected. Until 31.12.2016, 4,035,813 own shares were purchased (6.17% of the number of shares outstanding of the company) at an average price of €4.62 per share and a total cost of €18.63m.
The Company reports the cost of the share buyback (treasury stock) as reducing equity. The share buyback program continues after 31.12.2016 (note 5.57).
According to EMIR Regulation (article 45 of the EU 20. 648/2012) a clearing house must keep lines of defense in case of member's default (default water fall).
In accordance with article 35 of the technical standards, for clearinghouses the amount of the own assets of central counterparties that are used as line of defense in case of default is calculated, and in particular:
The Central Counterparty reviews the minimum amount in question on an annual basis.
Based on the above, as a recognized clearing house, ATHEXClear drafted a report "Methodology for calculating capital requirements", in cooperation with consultants, in which the methodology applied was described in order to estimate the capital requirements for credit risk, counterparty risk, market risk, winding down risk, operating risk and business risk. The methodology applied was based on the following:
o BIRBU 13,4 CCR mark to market method
o BIRBU 5,4 Financial collateral
ATHEXClear, based on continuity, regularly calculates its capital requirements which are required in order to fulfill its regulatory obligations on a quarterly basis, and reports it in its financial statements.
If ATHEXClear equity, as calculated above, is less than 110% of the capital requirements, or less than 110% of the €7.5m threshold notification, ATHEXClear will immediately notify the relevant authority (Hellenic Capital Market Commission), and will continue to keep it informed on a weekly basis, until the amount of capital it possesses exceeds the notification threshold.
ATHEXClear's capital requirements on 31.12.2016 are broken down in the table below:
| Capital requirements | |
|---|---|
| Risk type | Capital requirements |
| 31.12.2016 | |
| Credit risk (total) | 199 |
| Derivatives market | 0 |
| Cash market | 0 |
| Investment of own assets | 199 |
| Market risk | 0 |
| Exchange rate risk | 0 |
| Operating risk | 100 |
| Winding down risk | 3,585 |
| Business risk | 1,793 |
| Total Capital requirements | 5,677 |
| Notification Threshold (110% of capital | 6,245 |
| requirements) | |
| Additional special resources (25% of capital | 1,419 |
| requirements of 31.12.2016) |
ATHEXClear equity amounting to €29.6m, as reported in the statement of financial position of ATHEXClear on 31.12.2016 exceeded its capital requirements, as calculated above.
The additional special resources of €1,419 thousand that correspond to 25% of the capital requirements are distributed as follows on 31.12.2016: €932 thousand in the cash market and €487 thousand in the derivatives market.
The Group shows an amount of €63 thousand in 2016, vs. €87 thousand in fiscal year 2015, i.e. a 27.5% reduction, which concerns grants a) by the Ministry of Northern Greece in the amount of €13 thousand for the purchase of equipment in order for ATHEXCSD (former TSEC) to promote its activities in northern Greece; b) withholding on compensation (Law 103/75) in the amount of €50 thousand; for the Company the amount is €50 thousand.
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |||
| Staff retirement obligation (5.23) | 1,850 | 1,791 | 979 | 943 | ||
| Termination provisions | 150 | 0 | 150 | 0 | ||
| Other provisions | 1,360 | 1,360 | 1,300 | 1,300 | ||
| Total | 3,360 | 3,151 | 2,429 | 2,243 |
The change in provisions on 31.12.2016 and 31.12.2015 for the Group and Company is shown below:
| GROUP | Balance on | Adjustment | Cost of | Interest | Employer | Redundanc | Actuarial | Actuarial | Other | Addition | Revenue | Balance on |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31.12.2015 | – Group | current | expense | paid | y / | loss / profit | loss / profit | revenue / | al | from | 31.12.2016 | |
| restructuring | employme | benefits | Settlement | – Economic | – | expense | provision | unused | ||||
| nt | / | assumptio | experience | in the | provisions | |||||||
| Terminatio | ns | during the | period | |||||||||
| n of | period | |||||||||||
| employme | ||||||||||||
| nt cost | ||||||||||||
| Staff retirement obligations |
1,791 | 0 | 36 | 47 | (129) | 99 | 28 | (22) | 0 | 0 | 0 | 1,850 |
| Termination provisions |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 150 | 0 | 150 |
| Provisions for other risk |
1,360 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,360 |
| Total | 3,151 | 0 | 36 | 47 | (129) | 99 | 28 | (22) | 0 | 150 | 0 | 3,360 |
| GROUP | Balance on | Adjustment | Cost of | Interest | Employer | Redundanc | Actuarial | Actuarial | Used | Addition | Revenue | Balance on |
| 31.12.2014 | – Group | current | expense | paid | y / | loss / profit | loss / profit | provision | al | from | 31.12.2015 | |
| restructuring | employme | benefits | Settlement | – Economic | – | provision | unused | |||||
| nt | / | assumptio | experience | in the | provisions | |||||||
| Terminatio | ns | during the | period | |||||||||
| n of | period | |||||||||||
| employme | ||||||||||||
| nt cost | ||||||||||||
| Staff retirement obligations |
1,965 | 0 | 65 | 41 | (462) | 348 | (146) | (20) | 0 | 0 | 0 | 1,791 |
| Provisions for other risk |
1,060 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 300 | 0 | 1,360 |
| Total | 3,025 | 0 | 65 | 41 | (462) | 348 | (146) | (20) | 0 | 300 | 0 | 3,151 |
| COMPANY | Balance on | Adjustment | Cost of | Interest | Employer | Redundanc | Actuarial | Actuarial | Other | Addition | Revenue | Balance on |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31.12.2015 | – Group | current | expense | paid | y / | loss / profit | loss / profit | revenue / | al | from | 31.12.2016 | |
| restructuring | employme | benefits | Settlement | – Economic | – | expense | provision | unused | ||||
| nt | / | assumptio | experience | in the | provisions | |||||||
| Terminatio | ns | during the | period | |||||||||
| n of | period | |||||||||||
| employme | ||||||||||||
| nt cost | ||||||||||||
| Staff retirement | 943 | 0 | 14 | 25 | (84) | 71 | 9 | 1 | 0 | 0 | 0 | 979 |
| obligations | ||||||||||||
| Termination | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 150 | 0 | 150 |
| provisions | ||||||||||||
| Provisions for | 1,300 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,300 |
| other risk | ||||||||||||
| Total | 2,243 | 0 | 14 | 25 | (84) | 71 | 9 | 1 | 0 | 150 | 0 | 2,429 |
| COMPANY | Balance on | Adjustment | Cost of | Interest | Employer | Redundanc | Actuarial | Actuarial | Used | Addition | Revenue | Balance on |
| 31.12.2014 | – Group | current | expense | paid | y / | loss / profit | loss / profit | provision | al | from | 31.12.2015 | |
| restructuring | employme | benefits | Settlement | – Economic | – | provision | unused |
| nt | / Terminatio n of |
assumptio ns |
experience during the period |
in the period |
provisions | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| employme nt cost |
||||||||||||
| Staff retirement obligations |
1,012 | 0 | 29 | 21 | (202) | 171 | (71) | (17) | 0 | 0 | 0 | 943 |
| Provisions for other risk |
1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 300 | 0 | 1,300 |
| Total | 2,012 | 0 | 29 | 21 | (202) | 171 | (71) | (17) | 0 | 300 | 0 | 2,243 |
By taking provisions, the Group and the Company are trying to protect themselves against potential future risks.
All liabilities are short term and, therefore, no discounting on the date of the financial statements is required. The breakdown of suppliers and other liabilities are shown in the following table:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Suppliers | 2,189 | 2,210 | 1,166 | 1,460 |
| Hellenic Capital Market Commission Fee (1) | 440 | 499 | 155 | 183 |
| Tax on stock sales 0.20% (2) | 3,125 | 8,713 | 0 | 0 |
| Dividends payable | 31 | 23 | 31 | 23 |
| Accrued third party services | 368 | 644 | 254 | 604 |
| Contributions payable | 45 | 342 | 26 | 148 |
| Share capital return to shareholders (3) | 77 | 49 | 77 | 49 |
| Tax on salaried services | 255 | 278 | 140 | 148 |
| Tax on external associates | 4 | 1 | 2 | 1 |
| VAT-Other taxes | 198 | 314 | 113 | 223 |
| Various creditors | 73 | 172 | 0 | 41 |
| Total | 6,805 | 13,245 | 1,964 | 2,880 |
Trade and other payables are classified in Level 3.
During 2016 there were no transfers among Levels 1, 2, 3.
It concerns effectively a memo account for the collateral received by ATHEXClear for the Derivatives Market and, starting on 16.2.2015, the cash market. ATHEXClear manages Member collaterals; in accordance with the investment policy, they are deposited at the BoG.
The implementation of the ATHEXClear investment policy begun immediately with the application of the new clearing model and risk management in the derivatives market on 1.12.2014. The amount of €206,080 thousand on 31.12.2016 and €447,816 thousand on 31.12.2015 shown below and in the Statement of Financial Position, concern exclusively Member collaterals in the cash and derivatives markets as well as XNET (see note 5.43).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Clearing Fund collaterals – Cash Market | 15,726 | 12,918 | 0 | 0 |
| Additional Clearing Fund collaterals – Cash Market | 145,202 | 380,517 | 0 | 0 |
| Clearing Fund collaterals – Derivatives Market | 8,207 | 7,616 | 0 | 0 |
| Additional Clearing Fund collaterals – Derivatives | 35,717 | 45,757 | 0 | 0 |
| Market | ||||
| Members Guarantees in cash for Χ-ΝΕΤ (1) | 1,228 | 1,008 | 1,228 | 1,008 |
| Third party balances in ATHEXClear Account | 206,080 | 447,816 | 1,228 | 1,008 |
(1) Collaterals received by the company for XNET on 31.12.2016 were placed in bank accounts with commercial banks.
Implementation of the new model in the cash market in accordance with Regulation (EU) 648/2012 concerning the Clearing Fund and member guarantees for the cash market began on 16.2.2015.
The management of the Group plans its policy in order to minimize its tax obligations, based on the incentives provided by tax legislation.
Nondeductible expenses mainly include provisions, various expenses as well as amounts which the company considers as not justifiable production expenses in a potential tax audit and which are adjusted by management when the income tax is calculated.
| Tax liabilities | Group | Company | |||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| Liabilities 31.12 | 0 | 2,531 | (1,155) | (808) | |
| Claims 31.12 | (3,715) | (1,677) | 0 | 0 | |
| Income tax expense | 2,140 | 4,657 | 1,168 | 2,460 | |
| Taxes paid | (1,737) | (9,226) | (1,065) | (2,807) | |
| Liabilities / (claims) | (3,312) | (3,715) | (1,052) | (1,155) |
The amount of €3,312 thousand shown as Group income tax claim on 31.12.2016 breaks down as follows: ATHEXClear - €1,254 thousand; ATHEXCSD - €1,006 thousand; ATHEX (parent company) - €1,052 thousand.
For 2016, the change in income tax liability was a debit balance (liability) and as such was transferred to assets in income tax payable (note 5.40).
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Income Tax | 2,140 | 4,656 | 1,168 | 2,459 |
| Deferred Tax (note 5.44) | (203) | (244) | (43) | (546) |
| Income tax expense | 1,937 | 4,412 | 1,125 | 1,913 |
Reconciliation of the income tax with profits/losses before tax on the basis of the applicable ratios and the tax expense is as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| Income tax | 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | |
| Profits before taxes | 3,367 | 13,450 | 5,293 | 14,790 | |
| Income tax rate | 29% | 29% | 29% | 29% | |
| Expected income tax expense | 976 | 3,901 | 1,535 | 4,289 | |
| Tax effect of non-taxable income | 0 | 0 | (410) | (2,376) | |
| Tax effect of non-deductible expenses | 961 | 511 | 0 | 0 | |
| Income tax expense | 1,937 | 4,412 | 1,125 | 1,913 |
Non-taxable income refers mainly to dividend income from subsidiaries, which is eliminated on a consolidated basis. Thus the tax rate calculated on the accounting profits increases, since the corresponding taxable profits are larger. Furthermore, the resulting effective tax rate on the consolidated profits is larger than the nominal tax rate in effect because – during the current fiscal year- there are intra-Group transactions.
The losses from the bank bonds have a different accounting treatment in IFRS compared to tax accounting, and are the main reason for the creation of deferred tax.
All of the above result in the sum (from the individual subsidiary companies) of the tax to be greater than that which would have been, had the nominal tax rate (29%) applied on consolidated profits, since it is the profits of each company separately that are subject to taxation, and not the consolidated profits.
All the companies of the Group have been audited up to and including fiscal year 2009.
On 11.7.2016 the Company was notified about the acts of temporary corrective tax determination and audit findings note by the Large Corporation Audit Center (KEMEP). This particular tax audit was carried out for tax years 2008, 2009 and 2010 in accordance with audit order 760/4/1118/22.12.2015. Based on the findings of the audit note and the temporary tax determination acts, the audit rejected certain expenses as non-tax deductible (accounting differences), recalculated the tax on dividends that the Company paid, and increased the extraordinary contribution tax on the profits for fiscal years 2008 and 2009. In addition, it assessed Special Property Tax (ETAK) and tax book (ΚΒΣ) fines. In total, the audit resulted in taxes and additional taxes for submitting an incorrect tax declaration amounting to €1,689 thousand, out of which €603 thousand are additional taxes.
On 29.7.2016 the Company submitted an opinion report – memo to KEMEP, expressing its opposing view to the abovementioned Note. In its reply, KEMEP reduced the accounting differences tax by €127 thousand, reducing the total amount to €1,562 thousand.
On 30.9.2016, within the time limits of the law, the Company filed an administrative appeal in accordance with article 63 of Law 4174/2013 at the Dispute Settlement Directorate (DED) of the General Secretariat of Public Revenue (GGDE), against the findings of the tax audit, and at the same time paid 100% of the amount due i.e. €1,562 thousand, in order to avoid the accumulation, calculation and assessment of interest for the duration of the suspension of the sum due (article 53 §1 of law 4174/2013).
The DED finding, which was received on 15.2.2017, reduces the total amount by €573 thousand, to €988 thousand. This difference will be received from the appropriate tax office. The Company will further appeal to the Administrative Courts in order to significantly reduce the amount assessed by the tax audit.
The status of the tax audits for the companies of the Group, by fiscal year, is as follows:
| 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | |||
|---|---|---|---|---|---|---|---|---|---|
| ATHEX to 30.06.2014 | x | x | - | x | x | x | x | 2015 | 2016 |
| ATHENS EXCHANGE (ATHEX) |
+ | + | + | x | x | x | x | x | + |
| ATHEXCSD (former TSEC) |
x | x | x | x | x | x | x | x | + |
| ATHEXClear | x | x | x | x | x | x | x | x | + |
(-) Tax audit has not begun
(x) Tax audit completed
(+) Tax audit in progress
ATHENS EXCHANGE (ATHEX): The audit order issued by the Audit Center for Large Enterprises (KEMEP) for 2010, the only unaudited fiscal year, has been received.
ATHEX: Fiscal years 2008, 2009 and 2010 remain unaudited (see above concerning the tax audit).
The tax audit of the companies of the Athens Exchange Group for fiscal year 2015, in accordance with article 65a of law 4174/2013 and Decision ΠΟΛ1124/2015 of the General Secretary for State Revenue was completed and the relevant tax certificate was issued in July 2016 by the auditors.
The audit for fiscal year 2016 is in progress, and the relevant tax certificate is expected to be issued after the publication of the financial statements for fiscal year 2016. If until the completion of the tax audit additional tax obligations arise, the management of the Company estimates that they will not have a material impact in the financial statements.
The value of transactions and the balances of the Group with related parties are analyzed in the following table:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| 31.12.2016 | 31.12.2015 | 31.12.2016 | 31.12.2015 | ||
| Remuneration of executives and members of the BoD | 1,411 | 1,490 | 1,009 | 1,013 |
The balances and the intra-Group transactions of the companies of the Group on 31.12.2016 and 31.12.2015 are shown in the following tables:
| INTRA-GROUP BALANCES (in €) 31-12-2016 | ||||
|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||
| ATHEX | Claims | 0 | 154,864.00 | 16,532.92 |
| Liabilities | 0 | 44,399.84 | 0 | |
| ATHEXCSD | Claims | 44,399.84 | 0 | 33,784.53 |
| Liabilities | 154,864.00 | 0 | 1,600.00 | |
| ATHEXCLEAR | Claims | 0 | 1,600.00 | 0 |
| Liabilities | 16,532.92 | 33,784.53 | 0 |
| INTRA-GROUP BALANCES (in €) 31-12-2015 | ||||
|---|---|---|---|---|
| HELEX-ATHEX | ATHEXCSD | ATHEXCLEAR | ||
| ATHEX | Claims | 0 | 16,709.79 | 16,399.59 |
| Liabilities | 0 | 34,404.09 | 0 | |
| ATHEXCSD | Claims | 34,404.09 | 0 | 2,151,295.25 |
| Liabilities | 16,709.79 | 0 | 1,600.00 | |
| ATHEXCLEAR | Claims | 0 | 1,600.00 | 0 |
| Liabilities | 16,399.59 | 2,151,295.25 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 31-12-2016 | ||||
|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||
| ATHEX | Revenue | 0 | 415,113.68 | 53,332.00 |
| Expenses | 0 | 289,867.12 | 0 | |
| Dividend | 0 | 4,013,000.00 | 0 | |
| Income | ||||
| ATHEXCSD | Revenue | 289,867.12 | 0 | 6,227,402.36 |
| Expenses | 415,113.68 | 0 | 0 | |
| ATHEXCLEAR | Revenue | 0 | 0 | 0 |
| Expenses | 53,332.00 | 6,227,402.36 | 0 |
| INTRA-GROUP REVENUES-EXPENSES (in €) 31-12-2015 | ||||
|---|---|---|---|---|
| ATHEX | ATHEXCSD | ATHEXCLEAR | ||
| ATHEX | Revenue | 0 | 358,289.69 | 53,332.00 |
| Expenses | 0 | 274,938.62 | 0 | |
| Dividend Income |
9,069,380.00 | |||
| ATHEXCSD | Revenue | 274,938.62 | 0 | 9,284,271.75 |
| Expenses | 358,289.69 | 0 | 0 | |
| ATHEXCLEAR | Revenue | 0 | 0 | 0 |
| Expenses | 53,332.00 | 9,284,271.75 | 0 |
Intra-Group transactions concern: the annual fee for trade settlement (art. 1 decision 1 on fees), settlement instructions (art. 1 decision 1 on fees), support services (accounting, security, administrative services etc.), IT services, as well as PC support services, which are invoiced at prices comparative to those between third parties.
The amount for social security organizations for the Group include contributions to [social security organizations] IKA, TSMEDE and to the Occupational Insurance Fund. For 2016 the amount was €909 thousand vs. €775 thousand in 2015, increased by 17.3%. This increase is due to the €100 thousand provision for the Occupational Insurance Fund and the €40 thousand increase in contributions to TSMEDE. For the Company, the corresponding amounts were €676 thousand in 2016 vs. €554 thousand in 2015.
In 2016, the Hellenic Corporate Governance Council (HCGC), following the publication of the "Hellenic Corporate Governance Code for Listed Companies," moved a step further in the development, promotion and dissemination of good corporate governance in Greece. It drafted the "Special Practices of Good Corporate Governance for Non-Listed Companies" which is addressed to all forms of non-listed companies, such as startups, companies with a single shareholder-manager, family business, joint ventures, as well as subsidiaries of listed companies.
The sectors covered by the Special Practices of Good Corporate Governance for Non-Listed Companies are: the Board of Directors and its Members, remuneration, internal audit system, risk management, regulatory compliance, relations with shareholders, relations with other stakeholders, IT systems and family companies.
HCGC organized a special even on March 23rd 2016 at the Athens Exchange in order to present the draft of the "Special Practices of Good Corporate Governance for Non-Listed Companies." After the event, the draft was put to open consultation for a period of ten (10) weeks. After the comments that were received are taken into consideration and discussed by the work group, and following the meeting of the 15-member Council of the HCGC in October 2016, the "Special Practices of Good Corporate Governance for Non-Listed Companies" are expected to be published in the first quarter of 2017.
In order to inform, train and raise awareness among young people in matters of corporate governance, HCGC organized in May a special two-day conference on the "Hellenic Corporate Governance Code" for students in the "Audit and taxation" post-graduate program of Panteion University.
As a member of the European Corporate Governance Codes Network, HCGC participates in the "European wide Corporate Governance Study" of the European Confederation of Directors Associations (ecoDa) in collaboration with Mazars Greece. The goal of the project is to assist in the European Commission's challenge to inform EU member states about the measures that have been taken to adopt Directive 2014/208/EU on the quality of reports submitted on corporate governance ("comply or explain").
At the same time, HCGC in cooperation with the Athens Exchange continues to develop the internet platform for monitoring and evaluating the implementation of the Hellenic Corporate Governance Code by listed companies, and is collaborating with EY Greece in order to draft a manual titled "Internal Audit and Risk Management Framework" that will replace Appendix IV of the Hellenic Corporate Governance Code.
Finally, in November, HCGC signed a contract for the provision of consulting services in matters of corporate governance to a public interest corporate entity, and in particular with the drafting of a Corporate Governance Code, rules concerning the monitoring and reporting framework, as well as with the audit framework, including training. This project has been provided by the Structural Reform Support Service (SRSS) of the European Commission.
The current members of the Boards of Directors of the companies of the ATHEX Group are listed in the following tables:
| Name | Position |
|---|---|
| Iakovos Georganas | Chairman, non-executive member |
| Socrates Lazaridis | Vice Chairman & Chief Executive Officer |
| Alexandros Antonopoulos | Independent non-executive member |
| Konstantinos Vassiliou | Non-executive member |
| Ioannis Emiris | Non-executive member |
| Dimitrios Karaiskakis | Executive member |
| Sofia Kounenaki – Efraimoglou | Independent non-executive member |
| Ioannis Kyriakopoulos (*) | Non-executive member |
| Adamantini Lazari | Independent non-executive member |
| Nikolaos Milonas | Independent non-executive member |
| Alexios Pilavios | Non-executive member |
| Dionysios Christopoulos | Independent non-executive member |
| Nikolaos Chryssochoidis | Non-executive member |
(*) At the meeting of the Board of Directors on 22.02.2016 Mr. Ioannis Kyriakopoulos replaced Mrs. Paula Hadjisotiriou as non-executive member.
| Name | Position |
|---|---|
| Alexios Pilavios | Chairman, non-executive member |
| Gikas Manalis | Vice Chairman, non-executive member |
| Socrates Lazaridis | Chief Executive Officer, Executive member |
| Andreas Mitafidis | Independent non-executive member |
| Nikolaos Pimplis | Non-executive member |
| Charalambos Saxinis | Independent non-executive member |
| Dionysios Christopoulos | Independent non-executive member |
| HELLENIC CENTRAL SECURITIES DEPOSITORY S.A. | ||
|---|---|---|
| Name | Position | |
| Iakovos Georganas | Chairman, non-executive member | |
| Socrates Lazaridis | Vice Chairman & Chief Executive Officer | |
| Nikolaos Pimplis | Non-executive member | |
| Nikolas Porfyris | Executive member | |
| Dionysios Christopoulos | Non-executive member |
The BoD of the Athens Exchange decided to propose the distribution of €0.10 per share, i.e. a payout of €6,536,856.30, as dividend from the profits of fiscal year 2015, as well as the return of capital to shareholders of €0.22 per share. The actual amounts per share were €0.1026 and €0.2275 respectively, due to the existence of treasury stock (which is not entitled to receive cash distributions). The proposals of the BoD for the distribution of dividend and the return of capital were approved by shareholders during the 15 th Annual General meeting on 25.5.2016 and the 1st Repetitive GM on 9.6.2016 respectively.
The net after tax profit of the Group in 2016 amounted to €1.43m or €0.02 per share, while after including other comprehensive income it amounted to €2.14m or €0.03 per share. The average weighted number of shares on 31.12.2016 was 63,340,793 shares.
The Group is involved in legal proceedings with employees, members of the Athens Exchange, listed companies as well as with third parties. The management of the Group and its legal counsel estimate that the outcome of these cases will not have a significant effect on the financial position or the results of the operation of the Group and the Company.
The minimum future leases payable based on non-cancellable operating lease contracts on 31 December 2016 and 2015 are as follows:
| (Amounts in €) | 31.12.2016 | 31.12.2015 |
|---|---|---|
| Up to 1 year | 6,600.00 | 6,600.00 |
| From 2 to 5 years | 15,675.00 | 22,275.00 |
| More than 5 years | 0 | 0 |
| Total | 22,275.00 | 28,875.00 |
The share buyback program continued after 31.12.2016. Up until 24.3.2017, 4.745.730 shares (7.26% of the number of shares outstanding) had been purchased, at an average price of €4.62 per share, and a total cost of €21,921,801.98. Share buybacks are expected to continue after the publication of the 2016 results.
The Company was notified on 15.2.2017 about decision 936/30.1.2017 of the General Secretariat of Public Revenue's Directorate of Dispute Resolution (DDR), to the appeal submitted by the Company on 30.9.2016 (protocol No. 25621), disputing the imposition of tax and penalties totaling €1,561,543.58 as a result of the tax audit of fiscal years 2008, 2009 and 2010. This amount has been paid in full (BoD Decision 315/31.10.2016), in order not to incur monthly interest of 0.73%.
In its decision, the DDR accepted the arguments of the Company concerning the extraordinary tax contribution in fiscal years 2008 and 2009 (amounting to €328,438.28 and €217,252.82 respectively), and absolves it from paying these taxes. As a result of the above, the total fines and penalties assessed for fiscal years 2008, 2009 and 2010 are reduced by €573,191.11 and the total obligation of the Company is reduced to €988,352.48. The Company appealed on 16.3.2017 to the Administrative Appeals Court of Athens, requesting the partial annulment of decision 936/30.01.2017 of the Directorate of Dispute Resolution as to the part where it does not accept our appeal.
There is no other event that has a significant effect in the results of the Group and the Company which has taken place or was completed after 31.12.2016, the date of the 2016 annual financial statements and up until the approval of the 2016 annual financial statements by the Board of Directors of the Company on 27.3.2017.
Athens, 27 March 2017
____________________________
THE CHAIRMAN OF THE BoD IAKOVOS GEORGANAS ____________________________
THE CHIEF EXECUTIVE OFFICER SOCRATES LAZARIDIS ____________________________
THE CHIEF FINANCIAL OFFICER VASILIS GOVARIS ____________________________
THE DIRECTOR OF FINANCIAL MANAGEMENT
CHRISTOS MAYOGLOU ____________________________
THE DEPUTY DIRECTOR OF FINANCIAL CONTROL, BUDGETING & INVESTOR RELATIONS
CHARALAMBOS ANTONATOS
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