Banco de Investimento Global, S.A. (BiG) is a privately-held, specialized financial institution, with headquarters in Lisbon, and is licensed to operate in all business areas open to the banking sector in Portugal.

The Bank serves both private and wholesale client segments. For individuals, the Bank provides savings, brokerage, custody, wealth management and general banking and payment services. For institutional and corporate clients, services include market risk management, treasury, brokerage, custody, and corporate advisory, including debt and equity finance. A third business line, the Bank’s treasury and capital markets area, concentrates on liquidity and balance sheet management and is central to our culture of managing market-related risks. The Bank also offers credit cards, specialized consumer and wholesale credit arrangements. In addition to traditional banking services, we place a number of trading and investment platforms at the disposal of our client base.

We interact with clients through a number of integrated channels: Retail clients are served by the online investment platform, www.BiG.pt, and financial advisors located in 13 offices in key central and regional locations, while sales and product teams based in Lisbon and Porto work with

The Bank is a member of Euronext and PEX exchanges and maintains partnership arrangements with global financial services suppliers so as to provide access to our clients to many of the world’s major stock, options and futures exchanges. As part of our offering to clients, BiG maintains subscription and distribution agreements with major investment fund managers as well as in-house expertise to develop products and manage the needs and expectations of our clients.

The Bank’s objectives are to provide efficient and competitive financial services to our clients and to create long term value for our shareholders. Our culture emphasizes a transparent and professional approach to advising, executing and building mutually profitable business.

We seek sustained growth and a balance between investment for the medium term and expected returns in the short term.

For information on the Management Team, see Corporate Governance.

The objectives of Banco BIG are to provide efficient and competitive financial services to our clients and to create, in a sustainable and responsible manner, long term value for our shareholders. The Bank’s governance structures, both internal and external, have been delegated the capacity and authority necessary to execute their responsibilities, and are designed to ensure compliance with best practices in this area.

The structure of Corporate Governance and the internal organization of Banco BIG reflect a culture, which focuses on simplicity, transparency and internal control since its inception. BancoBiG, although not a listed firm, nevertheless seeks to follow, and in general complies with, recommendations of the OECD (OECD Principles of Corporate Governance - 2004) and the Portuguese Corporate Governance Code issued by the CMVM (Código de Governo das Sociedades da CMVM – 7/2007) to the extent that they are practical and commensurate with the Bank’s size.

General Assembly:
Chaired by a President and a Secretary and elected by shareholders for terms of four years, with re-election permitted. Responsibilities include overseeing the Bank’s general shareholders meetings. For the current 2010-2013 period, members are:

President: José António de Melo Pinto Ribeiro
Secretary: João Manuel de Jesus Rufino

Advisory Board:
Composed currently of 15 individuals, in the main shareholders of Banco BIG, whose President and members are invited from time to time by the Chairman of the Board, who has a seat on the Advisory Board, as does the Vice Chairman/COO. The Advisory Board meets on average twice per year to discuss strategy and recommendations. The decisions of the Advisory Board are not formally binding on the Board of Directors.

Board of Directors:
Consisting of between three and nine members, this body is responsible for the management and control of the Bank on a daily basis. Members are elected for mandates of four years with re-election permitted, and, normally, are all executive. This one-tier system pre-supposes the absence of both non-executive Directors and an Executive Committee. All functions and responsibilities of the Chairman and CEO are concentrated in the same individual. This body also includes a Vice Chairman / COO. For the current 2010-2013 period, members are:

Carlos Rodrigues
President and Founding Shareholder (CEO)

Degree in Finance from Instituto Superior de Ciências Económicas e Financeiras, Universidade Técnica de Lisboa, began his career in New York in 1977, where he rose to the level of Senior Vice President at Manufacturers Hanover/Chemical Bank, predecessor of the current JP Morgan Chase. Established the first private bank to open in Portugal after the liberalization of the sector in 1984, Country Manager for Portugal, Chairman and CEO of Banco Chemical between 1987-1996, and Vice Chairman of one of the largest financial groups in Portugal 1996-1998, before co-founding BIG in 1999. Among many activities in community affairs, President of the Portuguese American Chamber of Commerce for 17 years, Board of Governors of St. Julian's School and member of the Fulbright Commission in Portugal.

Nicholas Racich
Vice Chairman and Founding Shareholder (COO)

Born in the U.S.A, holds BA from West Chester University , MA and ABD in languages from the University of Pennsylvania, in addition to graduate studies at the Wharton School of Business. Began banking career in New York in 1980 with Manufacturers Hanover/Chemical and moved to Portugal with the opening of the Bank’s successful corporate bank in 1984. Vice Chairman Banco Chemical from 1987-1998. With more than 30 years banking experience domestically and internationally financial services, and has extensive management positions in corporate and investment banking, capital markets, sales and risk management, prior to co-founding BIG in 1999, where he is Chief Operating Officer.

Mário Bolota
Executive Director

Degree in Management and Business Administration from Universidade Católica Portuguesa where he has been an instructor. Has worked in investment banking since 1993 in the areas of financial advisory projects and corporate finance, covering both domestic and international transactions. At BiG is responsible for wholesale clients, as well as corporate finance and private equity activities.

Paulo Figueiredo
Executive Director

Master in Information Systems and Computer Engineering, currently working on a PhD in Information Systems from IST and graduate of Harvard’s Advanced Management Program. Experience in banking since 1994, in both domestic and international institutions, where he has held management positions in IT. At BiG is responsible for the Information Technology and Research and Development.

Ricardo Pinho
Executive Director

Degree in Management from Richmond University in the UK, and Graduate in Derivatives from Universidade Católica Portuguesa. He began his investment banking career in 1995 with Chemical Bank where he held a number of positions in capital markets. At Banco BiG is responsible for the treasury and capital markets area.

Fiscal Board:
The Fiscal Board has three members elected for terms of four years. This body reports directly to the shareholders. Its responsibilities include regular independent periodic reviews of independent audits of the accounts in accordance with international accounting policies and standards. Members for the current 2010-2013 period are:

José Galamba de Oliveira
Alcino Cardoso
Pedro Rogério Barata do Ouro Lameira

Certified Public Accountant (CPA):
An independent CPA firm provides a legal certification of the Bank’s accounts. Its responsibilities include regular and independent audits of the accounts in accordance with Portuguese accounting policies and criteria. The Certified Public Accountant is elected by the General Assembly of Shareholders for terms of four years. A review process to determine rotation of the CPA is conducted prior to the end of a second mandate. For the current 2010-2013 period:

Effective CPA:
KPMG & Associados, SROC, S.A, represented by Inês Bastos Viegas Clare Neves Girão de Almeida

Alternate CPA:
Ana Cristina Soares Valente Dourado

Compensation Committee:
The compensation committee consists of three members elected for periods of four years. This body reports directly to the shareholders. Its responsibilities include regular review and determination of compensation for the Board of Directors and the Fiscal Board. Members for the current 2010-2013 period are:

Carlos Pompeu Fortunato
José Galamba de Oliveira
José António Pinto Ribeiro

Banco de Investimento Global, SA is an institution registered with and supervised by the Bank of Portugal and the Comissão do Mercado de Valores Mobiliários (CMVM), the two main bodies responsible for supervising financial activities in Portugal. The Bank is also registered as an adjunct insurance intermediator – life and non-life – with the Instituto de Seguros de Portugal (ISP).

Bank of Portugal

Date of Special Registry with the Bank of Portugal: February 5, 1999 / under Code Number 61.

www.bportugal.pt

CMVM – Portuguese Securities Market Commission

Date of CMVM Authorization: March 8, 1999 / under Registry Number 263.

www.cmvm.pt

Instituto de Seguros de Portugal (ISP)

Date of initial registry in the category of Life: October 22, 2007

Date of initial registry in the category of non-Life: November 26, 2009

www.isp.pt

Mecanismos de protecção dos Investidores

Deposit Guarantee Fund: www.fgd.pt

Investor Compensation System: www.cmvm.pt

Relationship between these two entites

There is no relationship between the Deposit Guarantee Fund and the Investor Compensation System; the first guarantees deposits up to Euro 100,000 and the second eligible amounts of securities up to Euro 25,000.

Banco de Investimento Global’s systems of internal control feature comprehensive and integrated policies and procedures, which are both quantitative and qualitative in nature. These are reviewed and approved by the Board, which oversees the respective risk management functions, either as a group or by delegation. Our systems and policies are designed, broadly, to ensure effective processing, reliable systems, appropriate risk taking, daily measurement of risks, independent reporting and responsible behavior. Policies and procedures on enforcement also seek to ensure respect for and adherence to internal, regulatory, legal and prudential guidelines designed to protect the interests of clients and shareholders, while preserving and protecting the reputation of the Bank.

Internal Audit:
Internal Audit plays a key role in the system of internal controls of the Bank and to the process of ensuring appropriate allocation of capital to operating risk. Regular inspections are based on priorities defined by the Board, in view of risks inherent to the Bank’s various activities and businesses.

The Audit function is objective and impartial and, through its periodic analyses, plays an essential role in identifying any weaknesses in control processes and risk management policies, conformity to internal procedures and standards of integrity and quality defined by the Bank. Inspections cover all business and operating areas with results reported directly to the Board.

Compliance Function:
The Bank’s Compliance area is responsible for (i) ensuring respect for applicable legal and regulatory requirements, including approved terms and standards of internal codes of conduct, (ii) promoting an environment of control and transparency in the organizational structure that is commensurate with the complexity of services offered and the size of the institution, (iii) monitoring the adequacy and efficiency of controls associated with banking risks, and, (iv) protecting the reputation of the Bank.

With respect to anti-money laundering and risks associated with financing of terrorism, the Bank’s compliance function is responsible for controlling and detecting suspicious transactions and for monitoring the execution of duties in accordance with current legislation regarding the opening of bank accounts and “know your client” rules. This area centralizes reporting of, and interaction with law enforcement and supervisory entities, with respect to investigation and analysis of suspicious processes and transactions.

Compliance is also responsible for analysis and review of new products and services in the light of current regulation, promotes pro-active management and prior validation of the risks of such services, and is active in identifying and preventing conflicts of interest.

The Bank’s systems of internal control is based on a strong culture of compliance with legislation and rules that govern banking activity, combined with clear internal procedures and policies concerning contractual obligations, personal conduct and relations with clients. Together these systems and procedures seek to reduce the risk of financial loss associated with potential legal sanctions, limitations on business and expansion, non-enforcement of contracts and impairment of reputation deriving from non-compliance.

The Bank is in the business of assuming and managing risk. The main risks faced by the Bank, and which are inherent to the banking business, include market, liquidity, interest rate, credit, operational, technology, compliance and reputational risks. While analyzed separately in this report, they are generally inter-related. In managing risk across the organization, Management reviews processes on a regular basis so as to ensure that they are well-designed, disciplined, independent, objective and quantitative. Our processes of managing risks associated with global markets, lending, processing, technology and general business risks require a comprehensive and integrated system of policies and controls to ensure the integrity of the Bank’s business model and to enhance stability and profitability. Underlying these processes and systems, Management stresses a culture of personal responsibility and mutual surveillance in the common interest.

BiG organizes its product, sales, investment, processing and control areas around three key businesses: Specialized Retail, Wholesale Clients and Treasury and Capital Markets

SPECIALIZED RETAIL
  • Brokerage
  • Advisory
  • Savings and Asset Management
  • Credit and Banking Services
WHOLESALE CLIENTS
  • Corporate Advisory
  • Brokerage
  • Asset Management
  • Risk Management
  • Private equity
TRESURY AND CAPITAL MARKETS
  • Liquidity
  • Risk Management
  • Balance Sheet Management
CONSOLIDATED
Eur 000
2013
Year
2012
Year
2011
Year
SOLVENCY AND TRANSFORMATION
Core Tier 1 Ratio 32.7% 31.9% 32.5%
Own Funds Adequacy Ratio 32.9% 32.0% 32.5%
Loans / Client Deposits 28.8% 35.4% 36.2%

ASSETS AND OWN FUNDS
Total Net Assets 1,214,430 1,026,193 828,983
Own Funds 202,590 161,870 146,510
Assets Under Supervision¹ 2,159,665 1,499,588 1,086,084

¹ Assets under management, held in custody and client deposits

RESULTS
Net Income 58,628 32,167 2,506
Return on Average Equity (ROE) 30.9% 26.9% 2.9%

CAPITAL
At 31 December 2012, Banco de Investimento Global’s privately held common stock was Euro 104.000.000, consisting of 104.000.000 nominative shares with a par value of one Euro each.

Consolidated Shareholder Funds at 31 December 2012 rose to Euro 162 million. BiG’s consolidated risk adjusted capital ratio for the same period was 32.0 %, in line with the average Tier 1 ratio of 33.1% over the past four years.

SHAREHOLDER BASE
At year-end 2012, the Bank had 136 shareholders, of which 60% were private individuals and 40% institutional entities. The largest single shareholder owned a position of 11.43%.

The Bank’s shareholder structure is as follows:

%
António da Silva Rodrigues 11,43
Adger - Soc. Gestora de Participações Sociais 10,34
WWC World Wide Capital SGPS, SA 10,19
Carlos Adolfo Coelho Figueiredo Rodrigues 9,06
Nicholas Leo Racich 4,95
JRI - SGPS, S.A. 4,79
Edimo, Sociedade Internacional de Gestão SGPS 4,62
José António de Melo Pinto Ribeiro 3,01
Others 41,61
TOTAL 100,00
1998 Pre-launch
  • The Bank is founded by a handful of experienced banking executives and key shareholders on 10 December 1998 with an initial capital base of Euro 25 million.
  • Among the founding shareholders are the current Chairman/CEO and Vice Chairman/COO of BIG, who began their banking careers in New York more than 30 years ago and rose to senior positions with Manufacturers Hanover Trust/Chemical Banking Corporation, predecessors of the current JP Morgan Chase. They, and many others still connected with BIG, were responsible for launching the first new private bank - Banco Manufacturers Hanover, later known as Banco Chemical - to be established in Portugal following liberalization of the banking laws and opening of the finance sector to private initiative in 1984. The wholesale corporate/institutional bank was responsible for many innovative changes to the banking market during the 1980’s-1990s and was the most successful and most profitable foreign-owned/publicly traded banks in Portugal during the period of 1984-1996.
  • Two years after the unit was sold to the Champalimaud retail banking group in 1996, where the current Management of BiG held senior executive positions until 1998, Management and a group of shareholders - who shared a common vision for creating a well-capitalized, specialized retail investment/savings bank - joined forces to establish BiG. With a focus on technology, integrated delivery channels and a well-trained and responsible sales force, the Bank builds a unique culture. All members of Management are executive, all have been with the Bank since its founding, all have risen through the ranks to their current positions based on merit and based on their passed accumulated experiences and contributions to the Bank’s success, and all are shareholders.
1999 – 2000 Building the Foundations
  • The new Bank opens for business on 1 March 1999.
  • BIG launches the first online broker in Portugal, which becomes the forerunner to the diversified savings/investment platform, www.BiG.pt.
  • The Bank broadens its investor base and raises its capital to the equivalent of Euro 50 million in September 1999.
  • The Bank became the first in Portugal to offer its clients through internet:
    1. access to international stock exchanges
    2. third party funds via a supermarket concept
    3. warrants trading
    4. high current account remuneration via its now standard “superconta”
  • All four major banking competitors follow BiG and launch their own online offerings – under a multibranding strategy - in an effort to compete in this new segment.
2001-2005 Consolidation of the Business Model
  • While building its wholesale and capital markets areas in a challenging market, the Bank continues to invest in upgrades to retail platform “BiGonline”, which evolves from primarily a broker to a full service banking operation.
  • The Bank raises its common stock to Euro 75 million in September 2001.
  • Major product offerings and user-friendly platforms are added: short selling, futures trading, commodities trading, mortgage banking.
  • The Bank begins to reach out to clients through other channels: mobile banking, road shows designed to instruct and inform clients, and experiments with distribution via in-store concepts in retail chains and airports.
2006-2011 Looking for Growth
  • BiG introduces the brand BancoBiG and begins to focus as well on the mainstream savings client. Current network includes 13 branches and 26 ATMs throughout Portugal.
  • Growth in volumes, revenues and clients, and expansion geographically proceed, along with constant innovation, in spite of a series of crises affecting the general financial markets: sub-prime, credit, banking and European sovereign debt.
  • During this phase of consolidation and maturation, BancoBiG is named: Best Bank in Portugal (medium and small bank category) by EXAME/D&B/Deloitte four out of five years (2007, 2009, 2010, 2011). Also Portugal’s Most Solid Bank in 2010, 2011 on the basis of consistently high solvency ratios: Tier 1 ratio at 31 December 2011: 32,5%
    capital adequacy ratio (31/12/2011): 32,6%
    Average Tier 1 ratio past five years: 34,5%
  • • Management and Staff continue to invest in the Bank through approved stock programs, which raise the common equity between 2008 and 2011 to Euro 104 million. Management owns a combined 15% of the stock of the Bank.
  • • Net Assets at 31 December 2011 were Euro 829 million. Regulatory capital on the same date was € 147 million.

For the 6th time, in the last 7 years, BiG was named Portugal’s Best Bank, in the category of medium and small banks, by Exame Magazine in partnership with Informa D&B and Deloitte.

In 2013, BiG also won the awards for Most Solid Bank and Most Profitable Bank in its category.

These award have a special significance, as they are based exclusively on an objective assessment of financial data of the financial institutions operating in Portugal, based on IAS – International Accounting Standards and focus on 4 key criteria: growth, profitability, efficiency and solvency.

SUMMARY OF AWARDS

2013 2013 2013 2012


2012 2011 2011 2010


2010 2010 2009 2007

We believe that our principal assets are our people, our capital and our reputation. These concepts are inter-linked and inter-dependent. Management believes that building a internal culture is a primary concern of the top leadership of the Bank, and assumes a direct role in the recruitment, training and career development of our people. We see their development as a key investment and we look for and reward talent at early stages. As a rule, we invite diversity but not in our core values. These include academic excellence, a sense of commitment, teamwork, energy, innovation, respect for others and above all, integrity.

If you feel that you can make a difference in the Bank’s development, please provide and send us your Curriculum Vitae for ejobs@bancobig.pt.

CONSOLIDATED RESULTS

2009 2010 2011 2012

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