GRUPO FINANCIERO GALICIA S.A. ANNUAL REPORT 16TH FISCAL YEAR: JANUARY 2014 / DECEMBER 2014 Grupo Financiero Galicia S.A. Grupo Financiero Galicia S.A. (hereinafter “Grupo Financiero Galicia”) was constituted in 1999, as a financial services holding company organized under the laws of Argentina. Its most important asset is the 100% interest in Banco de Galicia y Buenos Aires S.A. (hereinafter “Banco Galicia” or “the Bank”). Founded in 1905, Banco Galicia is one of the largest private-sector banks in the Argentine financial system, and one of the leading providers of financial services in the country. In its capacity as a universal bank, and through affiliated companies and various distribution channels, Banco Galicia offers a full spectrum of financial services to more than 7.9 million customers, both individuals and corporations. Banco Galicia operates one of the most extensive and diversified distribution networks among private-sector banks in Argentina, offering more than 425 points of contact with customers, including traditional branches and ebanking facilities, together with other 297 service centers that correspond to regional creditcard companies and 95 that belong to Compañía Financiera Argentina S.A. (“Compañía Financiera Argentina” or “CFA”). Banco Galicia customers also have access to telephonebanking services and to bancogalicia.com and Galicia Móvil, the first financial Internet portal and the first payment service through cellular telephone, respectively, established by a bank in Argentina. Furthermore, Banco Galicia is the Argentine leading bank in terms of importance on social networks. Contents Financial Highlights Letter from the Chairman Board of Directors and Executive Officers Annual Report The Argentine Economy, the Financial System and the Insurance Industry Review of Operations Aspects related to Corporate Organization, Decision Making, Internal Control, and Compensation Policy for Directors and Officers Management’s Discussion and Analysis Report on the Degree of Compliance with the Code on Corporate Governance Grupo Financiero Galicia Annual Report Fiscal Year 2014 1 FINANCIAL HIGHLIGHTS December 31, In millions of Pesos, except as stated otherwise 2014 2013 2012 3,338 1,300 2.57 1,824 1,261 1.47 1,336 1,241 1.08 107,314 66,608 64,666 10,246 1,300 7.88 83,156 55,265 51,395 6,947 1,300 5.34 63,458 42,593 39,945 4,870 1,241 3.92 39.07 3.85 13.56 9.55 32.47 2.91 12.75 8.35 32.12 2.80 12.11 7.67 8.79 8.78 9.20 8.78 9.11 9.03 8.552 6.518 4.917 For the Fiscal Year Net Income Average Shares Outstanding (in millions) Earnings per Share (1) (2) (1) At Year-end Assets Loans, Net Deposits Shareholders’ Equity Shares Outstanding (in millions) Book Value per Share (2) (1) Selected Ratios (%) Return on Average Shareholders’ Equity Return on Average Assets (2) Financial Margin (3) Shareholders’ Equity to Total Assets Market Share (2) (4) (%) Deposits from the Private Sector Loans to the Private Sector Exchange Rate Pesos per U.S. Dollar (1) (2) (3) (4) In fiscal year 2013, 58.9 million share increase is included in the calculation as from September 1, 2013 related to the merger with Theseus S.A. and Lagarcue S.A. Calculated based on net income. Financial income less financial expenses, divided by average interest-earning assets. The market share corresponds to deposits and loans in the Argentine market and is calculated based on daily information on deposits and loans in the Argentine financial system, prepared by the Argentine Central Bank using end-of-month balances. 2 Grupo Financiero Galicia Annual Report Fiscal Year 2014 LETTER FROM THE CHAIRMAN To our Shareholders, I am pleased to address you in order to submit the Annual Report related to the 16 th Fiscal Year of Grupo Financiero Galicia S.A. as of December 31, 2014. In 2014, the international environment was characterized by a lower volatility in international financial markets, a global U.S. Dollar value appreciation and a decline in the prices of commodities, which caused a deterioration in the exchange terms in our region. This situation adversely affected Argentina and, in addition to certain domestic imbalances, determined a weak performance of the economic activity. For 2015, the economic scenario will be mainly influenced by the expectations raised by the electoral process and its possible impact on the exchange rate, tax and monetary policy. The international environment could also have effects as a result of the pressures on the region’s currencies and on the prices of commodities, especially soybean and oil. At the same time, it will be very important to follow the evolution of the Brazilian economy, Argentina’s main business partner. In fiscal year 2013, Grupo Financiero Galicia recorded profits for Ps. 3,338 million, higher than Ps. 1,824 million obtained in fiscal year 2013. This profit was mainly the result of Grupo Financiero Galicia S.A.’s interest in Banco Galicia, our main subsidiary. The higher consolidated income for the period primarily resulted from the increase in net financial income (+38%) and net income from services (+34%), which exceeded the increase in administrative expenses (+24%), thus reflecting an improvement in the efficiency ratio. The credit exposure to the private sector exceeded Ps. 79,000 million, showing a 20% increase during the fiscal year. Meanwhile, deposits reached Ps. 64,666 million, showing a 26% increase. The Bank’s estimated market share as of December 31, 2014 was 8.8% both in loans to the private sector and in deposits from the private sector. These excellent results of our main subsidiary were better than expected at the beginning of 2014, as a result of an effective expense control program, along with a very good performance of the portfolio quality and the passion for meeting the customers’ needs within a challenging economic environment and increasing regulatory pressures. In this respect, during the fiscal year, new quotas were established for financing under credit lines for the productive investment, maximum interest rates were fixed to grant personal loans and minimum interest rates were fixed for certain individuals’ time deposits. Limits were set on the position in foreign currency, increasing the contribution banks should make to SEDESA and minimum capital requirements. Also, the obligation to require the Argentine Central Bank’s authorization for higher commissions was established. For these reasons, we should redouble our efforts to keep a profitability that allows us to increase the regulatory capital in line with the loans increase and, therefore, Argentina’s economic activity. During the fiscal year, the process whereby Grupo Financiero Galicia reached the 100% interest in Banco Galicia was completed by withdrawing Bank’s shares from the public offering. This allows finishing a stage that began in 2000, which was intended to rationalize costs and streamline operations, as well as to enable all the Bank’s shareholders to take part in those supplementary and akin businesses to the strictly banking business that the Bank is limited to carrying out by itself or through equity investments in other companies. Grupo Financiero Galicia Annual Report Fiscal Year 2014 3 In turn, the insurance business, in which the company takes part through its subsidiary Sudamericana Holding S.A., continued showing a favorable evolution, generating income for Ps. 234 million, a 31% increase as compared to the previous fiscal year, mainly resulting from a 33% rise in the volume of premiums. Grupo Financiero Galicia’s Board of Directors will propose the Shareholders’ Meeting to pay dividends in cash for Ps. 100 million. To conclude, on behalf of the Company’s Board of Directors and on my own behalf, I would like to thank over 12,000 employees for their commitment, enthusiasm and effort, suppliers for their support, the shareholders for the ongoing trust and customers, focus of our decisions, for their loyalty. Eduardo J. Escasany Chairman of the Board of Directors Autonomous City of Buenos Aires, March 10, 2015 4 Grupo Financiero Galicia Annual Report Fiscal Year 2014 GRUPO FINANCIERO GALICIA S.A. BOARD OF DIRECTORS Eduardo Escasany Chairman Pablo Gutiérrez Vice-Chairman Abel Ayerza Federico Braun Juan M. Cuattromo Antonio Garcés C. Enrique Martin Luis Oddone Silvestre Vila Moret Directors María O. Hordeñana de Escasany Sergio Grinenco Alejandro Rojas Lagarde Luis Monsegur Alternate Directors SUPERVISORY SYNDICS’ COMMITTEE Norberto D. Corizzo Luis A. Diaz Enrique M. Garda Olaciregui Syndics Miguel N. Armando Fernando Noetinger Horacio Tedin Alternate Syndics EXECUTIVE OFFICERS Pedro Richards Managing Director José L. Gentile Chief Financial and Accounting Officer Grupo Financiero Galicia Annual Report Fiscal Year 2014 5 BANCO DE GALICIA Y BUENOS AIRES S.A. BOARD OF DIRECTORS Sergio Grinenco Chairman Pablo Gutiérrez Vice-Chairman Guillermo J. Pando Secretary Director Luis M. Ribaya Raúl H. Seoane Pablo M. Garat Ignacio A. González Directors Enrique García Pinto C. Enrique Martin Juan C. Fossatti Augusto R. Zapiola Macnab Oscar J. Falleroni Alternate Directors SUPERVISORY SYNDICS’ COMMITTEE Enrique M. Garda Olaciregui Norberto D. Corizzo Luis A. Díaz Syndics Fernando Noetinger Miguel N. Armando Horacio Tedin Alternate Syndics EXECUTIVE OFFICERS Chief Executive Officer Retail Banking Division Manager Wholesale Banking Division Manager Financial Division Manager Comprehensive Corporate Services Division Manager Organizational Development and Human Resources Division Manager Credit Division Manager Planning Division Manager Risk Management Division Manager Institutional Relations Division Manager Legal Advisory Division Manager Audit Division Manager Anti-Money Laundering Unit Division Manager Compliance Division Manager Board of Directors Secretariat 6 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Daniel Llambías Fabián Kon Juan Sarquís Pablo León Castro Gastón Bourdieu Rafael Bergés Marcelo Poncini Bruno Folino Juan L'Afflitto Pablo Firvida María Elena Casasnovas Omar Severini Claudia Estecho Carlos Dieta Patricia Lastiry SUDAMERICANA HOLDING S.A. Sebastián Pujato Chief Executive Officer GALICIA ADMINISTRADORA DE FONDOS S.A. SOCIEDAD GERENTE DE FONDOS COMUNES DE INVERSION Alejandro Villarroya Chairman TARJETAS REGIONALES S.A. Miguel Peña Chief Executive Officer COMPAÑÍA FINANCIERA ARGENTINA S.A. Diego Rivas Chief Executive Officer GALICIA WARRANTS S.A. Santiago Pasman Chief Executive Officer Grupo Financiero Galicia Annual Report Fiscal Year 2014 7 ANNUAL REPORT The Board of Directors submits to the Shareholders for their consideration, the Annual Report, the Financial Statements and the Supervisory Syndics Committee’s Report for the 16 th fiscal year of Grupo Financiero Galicia S.A. as of December 31, 2014. 8 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The Argentine Economy, the Financial System and the Insurance Industry The Argentine Economy Year 2014 was characterized by the low volatility in the international financial markets. However, the gradual withdrawal from the U.S. Federal Reserve monetary stimulus, along with a marked decline in the prices of commodities and, particularly, oil, had an adverse impact on the value of higher risk assets. Whereas the stock exchanges of developed countries improved, on average, by 2%, stock exchanges of emerging markets dropped by almost 5%. Once the Federal Reserve’s asset purchase program was completed, the consolidation of the U.S. economy recovery laid the foundations for the market to speculate about a rise in the reference rate. These expectations made the prices of commodities fall by about 18% and, especially, the oil price, which decreased by 46% in 2014. The better economic outlook in developed countries, in general oil importers, along with a higher expected return on bonds of those countries, caused a turnaround of capital flows in emerging markets and a high pressure on their currencies. In contrast with this capital movement, a drop of around 80 basis points (“b.p.”) was noted in the interest rate of 10-year U.S. bonds, which ended 2014 with a return of about 2.2%. In connection with the global activity level, developed economies grew at an estimated 1.8% rate in 2014, being worth noting the United States of America and the United Kingdom, with a 2.2% and 3.2% growth, respectively. Europe would have ended 2014 with a 0.8% increase in its product, resuming the positive trend after a 0.4% drop in 2013. Additionally, the emerging economies decelerated their pace of expansion, as they grew by 4.4% in 2014, as compared to 4.7% in 2013. In brief, during 2014, the international environment was characterized (especially towards the second part of the year) by a more expensive U.S. Dollar globally, a moderate turnaround of the capital flow in emerging economies and a deterioration in the exchange terms of the region. In this regard, the prices of Argentina’s major export products ended the year with an average 10% decrease, when compared to 2013, according to the Commodity Index prepared by the Argentine Central Bank. From the domestic standpoint, 2014 was a year in which the economy absorbed certain deterioration from the international environment and a partial readjustment of relative prices locally. Both factors determined a weak performance of the economic activity in general. Some private estimates reflect a contraction of about 2.5% in 2014, a figure that is in contrast with the 3.2% expansion in 2013. Although the activity level dropped throughout the year, it was worse during the second half of the year, which would have a negative drag higher than 1% for 2015. It is noteworthy that the economic activity figures prepared by the Argentine Institute of Statistics and Census (“INDEC”) would be compatible with a nil growth of the Gross Domestic Product (GDP) in 2014, although there is no information available yet regarding the fourth quarter of the year. The general weakness of the economic activity began having a negative impact on employment dynamics. The unemployment rate increased from 6.4% of the economically active population for the fourth quarter of 2014 to 6.9% for the same quarter of 2013. In monetary terms, the main monetary aggregates kept a moderate pace, standing again below the nominal growth of the economy. The monetary base ended the year with an annual 22.5% expansion, 1.3 percentage points (p.p.) below the 2013 growth. Particularly, this monetary aggregate increased by Ps. 85,368 million, which is almost exclusively due to the increased Grupo Financiero Galicia Annual Report Fiscal Year 2014 9 financing to the National Treasury (Ps. 161,508 million) and, to a lesser extent, foreign currency purchases (Ps. 48,334 million), unlike what happened in 2013, when the Argentine Central Bank was a clear seller of foreign currency. In addition, repo transactions decreased by Ps. 26,809 million, while transactions related to Argentine Central Bank Bills and Notes (Lebacs and Nobacs, respectively) decreased by Ps. 94,639 million. This trend was reflected in the performance of the private-sector M2 (money in circulation and deposits in savings and checking accounts that belong to the private sector), which grew 25.6%, as compared to the 24.6% growth recorded in 2013. Moreover, total M2 (including deposits from the public sector) ended 2014 with a 29.5% growth, after increasing by 27.1% annually in 2013. In relation to the changes in domestic interest rates, they evolved at the pace of the monetary policy decisions made during the first months of the year. Although interest rates on time deposits ended the year at levels similar to those of December 2013, the increase noted during the first half reflected the exchange stress in late 2013 and early 2014, and the increase in Argentine Central Bank’s reference rates for the first months of 2014. During the second half, the exchange stability and the banks’ restored liquidity allowed alleviating the pressure on market rates. Particularly, Badlar rate reached a maximum 26.3% in April during the year, whereas its average value stood at near 20% in December. The reference exchange rate established by the Argentine Central Bank increased from Ps. 6.518 to Ps. 8.552 per U.S. Dollar between December 30, 2013 and December 30, 2014, equivalent to a 31.2% depreciation; while the average exchange rate increased from Ps. 6.319 to Ps. 8.550. Inflation in 2014 was 23.9%, as measured by the National and urban Consumer Price Index (IPCNu, as per its initials in Spanish) of the Argentine Institute of Statistics and Census (INDEC as per its initials in Spanish), above the 10.9% reported by the Consumer Price Index (“CPI”) of the INDEC in the previous year. In turn, the Domestic Wholesale Price Index (IPIM as per its initials in Spanish) recorded a 28.3% increase. It is noteworthy that there are also private estimates of inflation that determine a rate considerably higher than the one mentioned above. In the fiscal area, tax revenues, including social security, accumulated an annual marked 36.3% increase in 2014, as compared to the inter-annual 25.9% expansion in 2013. On the other hand, primary expenditures increased by 43.4% on an annual basis in 2014. As a result, the Argentine public sector recorded a primary deficit amounting to Ps. 38,562 million, equivalent to 0.9% of the Gross Domestic Product (“GDP”), which entails a decline as compared to the primary deficit amounting to Ps. 22,479 million in 2013 (0.7% of GDP). After interest payments for Ps. 71,158 million, the financial deficit amounted to Ps. 108,720 million, equivalent to 2.5% of GDP. Regarding the external sector, during 2014, the balance of payments on current account would have reached a deficit amounting to about US$ 5,500 million (the accumulated deficit for the third quarter of the year amounted to US$ 3,266 million). In this regard, the estimated deficit for the year would represent a slight decline as compared to that recorded in 2013, which amounted to US$ 4,786 million. The imbalance would represent 1 p.p. measured in terms of GDP. This decline was partly due to a decrease in the year’s balance of trade surplus, the positive balance of which amounted to US$ 6,687 million, US$ 1,317 million lower than the amount reached in 2013. Exports decreased by 11.9%, as compared to the previous year, due to the near 9.8% decline in volumes, reinforced by a 2.5% drop in prices. This decline in the volumes exported represents a significant drop, as compared to the 3% increase noted in 2013. 10 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Imports showed a strong contraction, as compared to the previous year, as they decreased by about 11.4% annually, after increasing by 8.3% in 2013. This contraction was due to a decline of about 12% in the volumes acquired, partially moderated by a 1% rise in prices. The purchases of automotives and parts were the two items that decreased most, 49% and 21%, respectively. Within this environment, the non-financial private sector’s capital account (as per estimates made by the single free exchange market or MULC as per its initials in Spanish) posted a net foreign currency outflow of US$ 237 million in 2014, as compared to a net inflow of US$ 2,290 million in 2013. As of December 30, 2014, the Argentine Central Bank’s international reserves amounted to US$ 31,443 million, US$ 843 above what was noted in late 2013. The Financial System Within this framework, the financial intermediation evolved at a slower pace, which was reflected by the loans-to-private-sector to GDP ratio, an indicator of the financial system’s depth, which decreased by 1.0 p.p. during the year and stood at 13.3%. Total loans to the private sector increased by 20.0%, as compared to late 2013, reaching Ps. 591,064 million. Loans that increased the most were consumer credit lines, made up of loans through credit cards and personal loans, which increased by 26.9%, reaching Ps. 239,892 million at year-end. As regards short-term commercial loans, mainly made up of overdrafts and promissory notes, they grew by 18.9%, amounting to Ps. 164,091 million. Collateral loans increased by 2.9%, with a final balance of Ps. 32,761 million, whereas mortgage loans increased by 8.7%, to Ps. 48,688 million. In turn, loans to the public sector accounted for 8.3% of total assets as of November 2014 (the last information available), decreasing 0.5 percentage points inter-annually. The financial system’s total deposits increased 30.0% during the year, reaching Ps. 967,753 million. Deposits from the non-financial private sector increased 31.6%, amounting to Ps. 711,747 million, whereas deposits from the public sector reached Ps. 253,753 million, representing a 25.4% growth. Within deposits from the private sector, transactional deposits grew 34.8%, reaching Ps. 370,328 million, while time deposits increased 28.4%, reaching Ps. 316,448 million. The average interest rate paid by private banks in December for time deposits in Pesos of up to 59 days was 21.37%, with an increase of 186 b.p. inter-annually, while in the case of lending rates, that applicable to overdrafts was 30.80% (+321 b.p. during the year) and to promissory notes, 24.20% (+182 b.p. during the year). In November 2014, financial institutions increased their liquidity levels (in relation to total deposits) when compared to the prior year, with an average rate of 26.4%. In financial standing terms, the Argentine financial system’s net worth increased by Ps. 47,695 million, what represents a 40.8% growth. The system’s profitability was equivalent to 4.2% of total assets (+1.1 p.p.), while return on shareholders’ equity was 33.6% (+6.1 p.p.). During the first 11 months of the year, income from interest and income from services represented 5.8% and 4.3% of total assets, respectively. In turn, administrative expenses increased from 7.1% to 7.4% of total assets, while provisions for loan losses remained unchanged at 1.0% of total assets. The non-accrual loan portfolio to the non-financial private sector reached 2.0% in November 2014, 0.3 p.p. above when compared to the same month of the previous year. The coverage Grupo Financiero Galicia Annual Report Fiscal Year 2014 11 of the private-sector non-accrual loan portfolio with allowances remained at 140%, a level similar to the prior year’s. As to the financial system's structure, as of November 30, 2014, the financial system was composed of 81 financial institutions, considering both banks and non-banking institutions. Of such total, 65 were banks, of which 53 were private banks. Also, of the latter, 33 were domestic-owned private banks and 20 were foreign-owned banks. Government-owned banks were 12 and non-banking financial institutions were 16. The concentration of the financial system, measured by the market share of private sector deposits of the ten leading banks, reached 75.9% as of November 30, 2014, a similar percentage to the one recorded in the same month of 2013. Based on information as of September 2014 (the last information available), the Argentine financial system’s banks employed a total of 105,816 people, representing a 0.7% increase during the year. The Insurance Industry During 2014, the insurance market’s production amounted to Ps. 108,900 million, 28.4% higher than the production level in 2013, measured at current values. Out of total production, 80% relates to P&C insurance, among which insurance for automotives (45%) and workers’ compensation (52%) stand out, 18% to life and personal insurance, where the most important one is group life insurance (68%), followed by individual life (14%) and personal accidents (14%), and the remaining 2% relates to retirement insurance. Outlook An economic and financial scenario marked by electoral process is expected in 2015. The evolution of expectations regarding the next administration’s economic policy actions will have an essential role throughout the year. The foreign exchange market might continue reflecting the need to manage the scarcity of foreign currency, which might continue affecting the evolution of the economic activity and employment. The possibility that during the year the economy achieves certain penetration into the international capital market represents an opportunity and would also allow stabilizing expectations in the months nearer the fourth quarter’s political transition. The international environment might contribute certain volatility as long as there is a more intense pressure on the currencies of the region and the exchange terms. Although export prices would be, on average, below what was noted in 2014, crop production expectations are optimistic, even exceeding last year’s production. On the other hand, the modest growth outlook for the Brazilian economy (Argentina’s main business partner) would less boost exports and the domestic industry (particularly the automotive industry). As regards the risks at the domestic level, what stands out is the difficulty to maintain positive growth rates within an environment with a marked restriction on foreign currency and the effects foreign exchange dynamics could have on economic expectations, particularly in the months preceding presidential elections. 12 Grupo Financiero Galicia Annual Report Fiscal Year 2014 In turn, the financial system would continue increasing intermediation with the private sector, but with nominal growth rates for loans and deposits that are similar to those in 2014, although more moderate than in previous years. In financial standing terms, net results help maintain minimum capital levels according to Basel Committee regulations. The Argentine Central Bank’s new organic charter grants an increased power to the monetary authority with respect to whom the credit is granted, what could have a negative impact on the financial margin. Commissions, which generate income from services and are significant within operating income, shall continue to be subject to the approval by the Argentine Central Bank, both with regard to their type and price. At the same time, and aimed at improving operating efficiency, financial institutions shall continue working on the control of administrative expenses. Portfolio quality indicators could marginally suffer some deterioration in 2015, even though coverage of the non-accrual loan portfolio shall be kept within prudential levels. To conclude, we consider that the financial system, which has excellent fundamental indicators, would have a positive financial result in 2015, even though the macroeconomic environment in the short- and mid-term shall be a key factor for its future evolution. The outlook for 2015 of the insurance market does not anticipate major changes, with production growth levels near those recorded in 2014. Financial income is expected to play a leading role in insurance companies’ results of operations, thus offsetting the technical losses recorded by the major lines in the market. The market growth driving engine, the automobile industry, will likely adjust its trend to the decrease in license plate registrations and the lower rise in prices of units, as compared to 2014. Workers’ compensation insurance will continue increasing its claim costs and the associated expenses, in line with the higher level of court proceedings related thereto, with an impact on the business’s technical results of operations. Theft, homeowners and office package insurance lines are expected to grow at a higher rate than the market’s average; the demand for individual life insurance and retirement insurance at the active stage will remain at similar levels to those in 2014, and group life insurance will grow in line with salary increases. Grupo Financiero Galicia Annual Report Fiscal Year 2014 13 Review of Operations Grupo Financiero Galicia S.A. Banco de Galicia y Buenos Aires S.A. Wholesale Banking Retail Banking Consumption Financial Division Risk Management Credit Comprehensive Corporate Services Organizational Development and Human Resources Sudamericana Holding S.A. Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión Galicia Warrants S.A. Net Investment S.A. 14 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Review of Operations Grupo Financiero Galicia Grupo Financiero Galicia’s corporate purpose is exclusively related to financial services and investment. Grupo Financiero Galicia’s strategy is to continue establishing itself as one of Argentina’s leading comprehensive financial services companies while continuing to strengthen Banco Galicia’s position as one of Argentina’s leading banks. Its main objective is to create value for its shareholders within a framework of sustainable management that considers the social context and the impact on the environment. On September 10, 2013, Grupo Financiero Galicia, as merging company, entered into a Preliminary Merger Agreement, for the total assets and liabilities of Lagarcué S.A. and Theseus S.A., as merged companies. At Grupo Financiero Galicia’s Extraordinary Shareholders’ Meeting held on November 21, 2013, the aforementioned documents were approved, as well as the exchange ratio and the capital increase by Ps. 58,857,580, through the issuance of 58,857,580 ordinary book-entry Class “B” shares, with a face value of Ps. 1 and one vote per share, entitled to take part in the distribution of profits as from the fiscal year commenced on January 1, 2013. On December 18, 2013, the Final Merger Agreement was signed. Therefore, Grupo Financiero Galicia incorporated the aforementioned companies by absorption in force as from September 1, 2013. Accordingly, a total of 25,454,193 Class “B” shares of the controlled company, Banco Galicia, representing 4.5% of the capital stock, owned by Lagarcué S.A. and Theseus S.A. were incorporated. Consequently, Grupo Financiero Galicia held 560,199,603 shares of Banco Galicia, representing 99.6% of the Company’s capital stock and votes. As of December 31, 2012, it held 533,814,765 shares, representing 94.9% of the capital stock and votes. On February 27, 2014, the Board of Directors of the National Securities Commission (CNV) gave its consent to the merger by absorption of Grupo Financiero Galicia with Lagarcué S.A. and Theseus S.A., and to Grupo Financiero Galicia’s capital increase, ordering its registration. On February 25, 2014, the Board of Directors decided to make the unilateral statement of willingness to acquire all the remaining shares of Banco Galicia held by third parties, which amounted to 2,123,962 shares. The price was set at Ps. 23.22 per share, which was approved by the CNV’s Board of Directors on April 24, 2014. In compliance with effective regulations, Grupo Financiero Galicia made the publications required and deposited the amount related to the total remaining shares outstanding of Banco Galicia held by third parties. On August 4, 2014, the above-mentioned statement of willingness to acquire was executed by public deed. In addition, on April 15, 2014, the Board of Directors approved the purchase of 19,000 shares representing 95% of Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión’s capital stock (hereinafter “Galicia Administradora de Fondos” or “GAF”) from Banco Galicia in the amount of Ps. 39,481,302. The following is a description of the subsidiary companies’ operations during the fiscal year. Grupo Financiero Galicia Annual Report Fiscal Year 2014 15 Banco Galicia Wholesale Banking The Bank granted several credit lines throughout the country to finance from working capital to mid- and long-term investment projects. The offer of Peso and U.S. Dollar-denominated medium- and long-term financing continued being improved through a broad offer of agreements with domestic and international agencies, such as the Inter-American Development Bank (IDB), Fondo Tecnológico Argentino (FONTAR) and BICE (Banco de Inversión y Comercio Exterior – Bank for Investment and Foreign Trade), among others. Additionally, the benefits of all subsidized credit lines or lines with special conditions offered by the national and provincial public sector were offered to customers. In addition to the investment of the productive sector in capital goods, through the Credit Line for the Productive Investment (“Productive Line”), the Bank disbursed more than Ps. 5,300 million for approximately 5,900 loans to finance investment projects and more than 58,000 check discount transactions. It is noteworthy that over 80% of the above-mentioned amount relates to financing for Micro-, Small- and Medium-sized Companies (MiPyMEs, as per its initials in Spanish). e-platform Banco Galicia’s e-platform for companies is made up of Galicia Office, Interbanking and SWIFT, channels that meet the needs of several corporate customers. In Galicia Office, the volumes transacted increased by 51% when compared to the previous fiscal year. During 2014, the new version of the channel, Galicia Office 3.0, built on four focal points was implemented: design, usability, functionality and security. This implementation, along with improvements to menus, accesses and several functionalities, continued enhancing processes and our customers’ Internet transactions. Visits were made to different areas of the country to communicate emerging news about the product-channel. During the fiscal year, the Bank optimized its platform to broaden the time to send payments and continue growing in mass transfer sending through the Interbanking clearing house. The volumes transacted increased by 32%, as compared to 2013. The transactional growth of SWIFT stood at 195%, as compared to the previous year, a very significant percentage because it is a new market product at the first development stages. Transactional products, investments and insurance During 2014, we sought to consolidate ourselves as the bank that offers treasury solutions to companies and we focused on developing new products that would allow us to differentiate from the rest. The introduction of the new Payments Menu, with a self-service scheme for the delivery of checks for payments to suppliers, the functionality of online sale of checks, which allows our customers to sell us checks from their office through Galicia Office, and the enabled view of checks for payment to suppliers for non-customers through our e-banking stand out among the news. 16 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Once more, we exceeded Bureau Veritas’s requirements regarding the certification of Cobranza Integrada Galicia (Galicia Integral Collection) and our Portal de Cobros (Collections Portal). Through the specialized investment and insurance management, improvements were achieved as regards the spread to attract different corporate segments and in the swap and futures businesses with more than 17 companies and a volume higher than Ps. 200 million. In addition, the insurance goals set were attained, giving rise to commissions higher than Ps. 2 million. Finally, actions aimed at creating increased efficiency in cash management began during 2014. Large-Corporations Banking During the fiscal year, the Bank maintained its leading position and consolidated its presence in the segment, achieving the first place in the Business to Business perceived quality ranking created by Mercado Magazine. This was attained thanks to an effective commercial planning, the improvement in the service offering and the implementation of a differentiated advisory model, what allows the Bank to be close to its customers, meeting their different needs. The constant search for tailor-made solutions, through the ongoing financial support and the cash management service offering, made it possible for the Bank to increase its treasury volumes more than 60% when compared to the previous fiscal year. During the year, the Bank strengthened its position in the market of syndicated loans and corporate debt issuances under the public offering system (Negotiable Obligations and Financial Trusts), leading more than 75 transactions, thus doubling the number of transactions conducted during 2013. Regarding the Foreign Trade business, the differentiated service model for this segment was reinforced in order to provide a quicker and tailor-made professional service. Therefore, traded volumes increased more than 45%. Companies During the fiscal year, the Companies segment managed to keep, as in previous years, the leadership in the City of Buenos Aires and Greater Buenos Aires. The Service Model based on closeness, specialization and integrated equipment to serve companies whose revenues range from Ps. 70 million to Ps. 700 million p.a. continued consolidating and expanded throughout the country, reaching a total of 19 Corporate Banking Centers. The synergy with the network of branches, supplemented with a team of professionals specialized in Foreign Trade, Treasury Solutions, the Agricultural Sector and Companies at each center, is focused on a comprehensive service that is tailor-made to each business, with decentralized and regional decision and resolution. The high financing of investment projects in the two tranches of 2014 of the Productive Line stood out, managing to support countless projects, new entrepreneurships and restructuring of productive plants. We also kept the leadership in financing working capital by means of the purchase of checks, among others, with an active participation in applying the Productive Line. Grupo Financiero Galicia Annual Report Fiscal Year 2014 17 The companies in the segment increased their cross-selling again and their transactional level through the usual channels and primarily by highly joining Galicia Office and receiving its services. Agricultural Sector For the ninth year in a row, according to the annual survey of ICASA/Mora y Araujo Consultant for Chacra Magazine that establishes the best positioned brands in this sector, Banco Galicia was ranked first among private banks. Tarjeta Galicia Rural (TGR) held a market share above 37% in the specific card business in this segment, with a 36% increase in the sales volume, as compared to 2013, and more than 95 agreements at zero rate with leading companies in the sector, which seek to maximize the offer of services to agricultural companies. Multiple financing offers to finance the agricultural campaign were noteworthy among the business activities carried out in the fiscal year, structuring loans that best suit each producer’s needs, especially developing capital market transactions for the segment. During the fiscal year, the twelfth edition of the Excelencia Agropecuaria La Nación - Banco Galicia Award (La Nación-Banco Galicia’s Agricultural Excellence Award), with more than 211 jobs submitted, was achieved, and Banco Galicia - Revista Chacra a la Gestión Solidaria del Campo Award (Banco Galicia-Chacra Magazine’s Rural Solidarity Award) and CAPA-Banco Galicia Award to the agricultural journalism were granted. Like in prior fiscal years, the Bank supported the research and outreach activities of Universidad Austral, with active participation receiving delegations. The Bank also continued supporting the activities of the Fundación Producir Conservando, and continued supporting the work of Asociación Argentina de Productores en Siembra Directa (Argentine Association of No-till Farming) (Aapresid, as per its initials in Spanish) with the purpose of spreading the agriculture certified in Argentina, as well as different activities promoted by Consorcios Regionales de Experimentación Agrícola (Agricultural Experimentation Regional Consortiums) (CREA, as per its initials Spanish) for the sector. Non-financial Public Sector The Foreign Trade tools campaign continued during 2014. Through a business campaign aimed at Automotive Property Registries, a 50% market share was achieved at national level, generating a new source of income and transactional deposits, as well as a source of customers to generate new payroll direct deposit. We also implemented the time deposit that can be canceled before maturity for public sector customers and we continued with the implementation of collections and payments products, aligned with the strategy to generate more transactional deposits. Capital Markets and Investment Banking During the fiscal year, Banco Galicia successfully increased the Peso-denominated negotiable obligation issuance (“NOs”) and the financial trust issuance, mainly concentrated on corporate customers. The Bank took part in the issuance of 41 Peso-denominated NOs for different segments, totaling Ps. 10,732 million. Furthermore, the Bank issued 19 financial trusts, totaling Ps. 18 Grupo Financiero Galicia Annual Report Fiscal Year 2014 2,832 million, and took part in the placement of 3 issuances of Sub-sovereign Bonds for a total of Ps. 1,927 million (in equivalent Pesos). To improve the financing strategy of affiliated companies: Tarjeta Naranja S.A. (“Tarjeta Naranja”), Tarjetas Cuyanas S.A. (“Tarjetas Cuyanas”), and Compañía Financiera Argentina, the Bank also took part in the arrangement and placement of negotiable obligations for Ps. 2,557 million. It also took part as arranger and dealer of negotiable obligations issued by Grupo Financiero Galicia for Ps. 430 million. As regards syndicated and structured loans, the Bank strengthened its leadership in the structured financing of the main companies. It has performed new and more transactions with some of the main companies in the country, and has taken part in the syndicated loan of the highest amount in the local market of the last 10 years. The revenues of the segment increased by about 40%, as compared to 2013. Over 30 transactions were structured along with the main banks operating in the local market in an aggregate amount that exceeded Ps. 4,000 million, out of which the Bank disbursed about Ps. 1,900 million, including 8 transactions under the Productive Line for about Ps. 600 million. Furthermore, Banco Galicia took part again in the M&A business (mergers and acquisitions) after several years, as financial advisor in the sale of a majority shareholding of a company within the telecommunications sector, in a transaction that exceeded US$ 20 million. Moreover, the valuation of a construction company in Peru was made, the first advisory service abroad that has been provided by the sector since 2001. Another noteworthy issue is that over 35% of total transactions were performed with customers who have never operated with the sector. Foreign Trade The foreign trade volume (imports + exports) in 2014 amounted to US$ 12,023 million, which accounts for 9% of the balance of trade. The participation of customers who perform foreign trade transactions through Galicia Office increased by 36%, reaching 64%. In 2014, adjustments were made to the e-platform, improving aspects that allow providing a dynamic, fast and safe tool to operate from the office. An action related to the migration of operations to Galicia Office was performed along with the Foreign Trade Center. Within the LEAN program, improvements continued being deployed in the process mirroring the foreign trade operating system with the different segments, seeking increased efficiency and customer service. Twelve seminars on exchange regulations updates in different marketplaces of the country took place, attended by 566 people from all segments, which allowed us to be close to our customers with customized advisory services. We also continued with the training at schools of Corporate Officers (“OFES” as per its acronym in Spanish) and different sectors of Head Office. Galicia Comex, our specialized Foreign Trade specialized site, continues consolidating with more than 17,000 monthly visits, becoming a referent page in the market. Grupo Financiero Galicia Annual Report Fiscal Year 2014 19 Retail Banking (1) Retail Banking continued consolidating its business strategy differentiated by segment, focusing on the significant High-Income, Business and PyMEs segments. The Move service, the value proposal for the young people segment, began being marketed during 2014, searching for the massive attraction of new customers at a low cost, and positioning the Bank as a leader in this new segment. The Bank also continued to take the lead in payroll direct deposit, increasing by 3.8% the number of customers, as compared to 2013, what allowed increasing its market share. The Retail Banking Division’s customer base grew 7% during 2014, exceeding 2 million customers. Segments During 2014, in order to continue creating a differentiating experience focused on the customer, the development of the value proposal was strengthened for the Business and PyMEs segment and the leadership in the High-Income segment was consolidated. The Business and PyMEs segment achieved a 13% increase in the customer base. The most important business achievements were the 9% increase in payroll accounts and, at credit level, the placement of the Productive Line for over Ps. 1,100 million in the segment. In turn, the Galicia Éminent service showed an interannual growth of 11%. In a strong competitiveness situation, as a result of the segment attractiveness, Galicia Éminent managed to be ranked first as to the service assessment according to the studies carried out by private consulting firms and kept its leadership in premium credit card consumption throughout the year, as per the information furnished by Visa and Mastercard. In 2014, the new Move service received the first award to the Latin-American Financial Innovation granted by FELABAN CLAB 2014, highlighting the technology and innovation as support to business strategies. In general income, customers were addressed by differentiating them into subsegments. First, for the Medium-High Income we worked on relaunching the Prefer value proposal, which gave rise to an increase in the consumption and satisfaction level. As regards Medium Income, we worked hard on implementing a contact policy to develop customers who established relationships through indirect channels and who became increasingly important during this year. Furthermore, we worked on the efficiency by reviewing the profitability of channels and migrating transactions among channels, always taking into account the customers’ preferences or habits. Business Intelligence The Business Intelligence Division implemented the contact policy in the process of acquiring customers and/or products, communicating benefits, fostering the use of different channels for the purpose of improving the activation and cross-selling from their joining. In terms of relational communication, there was a 72% growth, as compared to 2013. (1) The figures in this section relate to the Bank individually, without consolidation with the regional credit-card companies or with CFA. 20 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Focus was placed on the business intelligence service of the Wholesale Banking in the second half of the year. This synergy allowed adopting the best practices of both banking services and creating increased efficiency in the use of resources, increasing the volume of contacts to customers from the area. Private Banking Private Banking offers distinctive and professional financial services to individuals with medium to high-sized net worth, through the management of their investments and the provision of financial advisory services. Private Banking offers its customers a wide range of domestic financial investment alternatives, such as deposits, FIMA mutual funds, government and corporate securities, shares and trusts where the Bank acts as a dealer. One of the Private Banking premises, in line with the Bank's strategy to differentiate from competitors through service quality, is the preferential treatment of its customers. In this regard, the service has highly-trained officers, an investment center that operates from 8 a.m. to 6 p.m., a wide network of Éminent officers, exclusive spaces for service at branches and the sixteenth floor of the tower located in Presidente Perón 430. In 2014, Galicia Banca Privada (Galicia Private Banking) achieved again the recertification of its Service Model under ISO 9001. Deposits In December 2014, the average balance of total retail deposits reached Ps. 34,679 million. Peso-denominated deposits grew by 27%, reaching Ps. 31,129 million, of which Ps. 17,576 million correspond to transactional deposits and Ps. 13,553 million to time deposits. This was reflected by a better breakdown, as transactional deposits represent 56.5% of total deposits. U.S. Dollar-denominated deposits amounted to US$ 3,550 million, US$ 1,835 million of which correspond to demand deposits and US$ 1,714 million to time deposits. As regards channels for raising time deposits, Home Banking was the one that increased the most, with a 72% growth and reaching an average amount of Ps. 2,477 million in December. Cards and Promotions The credit and debit cards business continued growing strongly during 2014, with a 40% increase in purchases, as compared to 2013, and over 210 million transactions during the year, what represents a 5% growth. The share in the banking payment means market was 12.3%. During the fiscal year, Banco Galicia issued over 370,000 basic cards and 330,000 additional cards, totaling 4 million cards. With 2,500 business agreements, the Bank grants benefits to its customers at 12,000 stores of different industries throughout the country. Through the Program to Encourage Consumption and Production of Goods and Services called “AHORA 12” (NOW 12 Installments), a consumption amounting to Ps. 556 million was financed from its beginning in September to year-end. Quiero! Fidelity Program (I Want!) Grupo Financiero Galicia Annual Report Fiscal Year 2014 21 Quiero!, the program of benefits that rewards customers for their relation with the Bank and the use of bank products, was able to consolidate its position in its fourth year, and reached more than 682,000 customers subscribed by December 31, 2014. Throughout 2014, the growth of Quiero! program was stronger as it became the Bank’s umbrella of benefits. As from this year, all the promotions are only for those subscribed to the program, which capitalizes the value of the Quiero! brand even more, reaching the customer with a single and much more comprehensive offer. Since its launch, the program achieved greater penetration in high-income customers, who benefited from their higher cross-selling, balances and spending. For instance, it is worth highlighting that, in High-Income and Private Banking segments, the program’s penetration exceeds 75%. The penetration ratios and excellent acceptance, value and use indicators in the Retail Banking income should be also highlighted, given the variety of benefits and the shorter redemption times offered, as compared to other programs. Apart from the customers’ recognition, market research by independent agencies confirmed again that both our customers and those of our competitors are well acquainted with the Quiero! program, and that it is considered the best program of benefits in the financial system. Customers who have already made exchanges are even better acquainted with it. While Quiero! consolidated year after year as a value offer for customers, it also allowed Banco Galicia to advance towards higher efficiency in the use of the investment in benefits, achieving a lower impact on the income statement, and allocating resources to the customers from priority segments based on the income recorded. Insurance Banco Galicia’s Insurance business continued with its ongoing growth during 2014. With over 1.4 million current property and personal insurance policies, Banco Galicia is still one of the main financial institutions in this business, offering a wide range of products. Always focused on meeting the new market demands and offering a suitable product for each customer’s profile and need, this year the Bank introduced new products to the offer, such as the Mobile Technology Protection Insurance and additional home insurance coverage, which, along with the remaining portfolio of current products, allow the Bank to continue being one of the leading banks as regards Insurance Banking. In connection with property insurance, the behavior coverage is noteworthy, which doubled their stock, as turn, individuals’ insurance products grew significantly Insurance (Life), which already exceeded 40,000 current of young products providing theft compared to the previous period. In as well, especially Family Protection policies. Personal Loans During 2014, the personal loans portfolio increased by Ps. 166 million, as compared to the previous year. The development of alternative channels was consolidated, especially within the Home Banking channel, and towards year-end at ATMs, in addition to branches and telephone channels. Eighty per cent of loans were automatically granted within the sale channel. 22 Grupo Financiero Galicia Annual Report Fiscal Year 2014 It is also worth mentioning that in June 2014 a new Argentine Central Bank’s regulation became effective, which establishes maximum rates to grant personal loans (1). Publicity, Promotion and Image It was a very intense year in terms of communication, adding new competitors with important savings and benefits campaigns, and different launches of distinctive services for the HighIncome segment. Banco Galicia sought to reinforce the value of closeness to people and communicate material contents to our customers and prospects: all the benefits the Bank offers. With a new format of hidden cameras, real life became a studio. “Marcos” and “Claudia”, the couple playing the leading roles of the advertising campaign, were among people at shopping malls, airports and even a plane. Real and spontaneous dialogues were created in this interaction, confirming popularity and closeness to the public. The 2014 communication creativity and strategy received a Silver Effie award in the Financial Services category and a Buenos Anuncios – Gold award in the Services Category. Banco Galicia’s advertising campaigns continue using humor, with a clear and simple language, and, especially, having maintained its effectiveness during recent years. The business was also supported with an intended communication and a huge digital bet upon launching Move, which offers a proposal related to new trends and the needs of the young people segment. It appeared for the first time at the end of 2013 in selected universities, showing a great potential to be developed during 2014. As regards the Business and PyMEs sector, communication was maintained through different messages aimed at strengthening the Bank’s position, and the Bank took part in important events and fairs to increase feedback from and contact with current and potential customers, such as the renowned event Buenos Negocios (Good Businesses) Meeting, which is highly valued by the segment, with the possibility of being broadcasted live through the community of entrepreneurs and Pymes: buenosnegocios.com. Nowadays, over one million customers find social networks a means to communicate with the Bank quickly, effectively and frankly, finding immediate answers to their queries and needs. Within social networks, new services with innovative channels were added, as for instance Galicia Responde on Facebook and Fbanking, an application that makes it possible for customers to conduct transactions without leaving the social networks. With regard to online business actions, new high-impact formats were implemented in mass media, which made Banco Galicia’s trademark and products more visible. Banco Galicia constantly adapts to this challenge by working in the digital area through actions aimed at the creation of loyalty, such as tutorial campaigns and applications launched during the year. These services help improve the relationship with customers, such as the Galicia Mobile application for cell phones, which allows users to perform transactions with the Bank and get to know the benefits from their mobile devices, and participate in online media to consolidate the Bank’s positioning in the Internet and the best communication channels for customers. The consistency and quality of the messages have placed the Bank in the first position as regards brand awareness. Branches (1) Argentine Central Bank’s Communiqué “A” 5590 dated June 10, 2014. Interest rates on credit transactions. Financing subject to interest rate regulation by the Argentine Central Bank. Grupo Financiero Galicia Annual Report Fiscal Year 2014 23 During 2014, Banco Galicia consolidated the LEAN Sucursales (Branches) methodology primarily focused on the customer’s experience. We worked on four focal points that leverage the idea of transforming the network into a forum to contact customers and make them loyal, strengthening the multichannel marketing to provide more options to our customers in their transactions. The distribution, elimination and centralization of tasks allowed increasing 70 commercial officers exclusively dedicated to the PyME and Éminent segments. Aligned with this strategy, we continued with a plan for the investment in works, which implemented 6 movements, 7 remodelings, 48 image changes and 20 changes to branches’ lobbies. Six Middle-Market Banking Service Centers were added and a Bank at Work was opened, which allowed being closer to our PyMEs. The pieces of equipment added to Red Galicia 24 amounted to 370. Two branches (Cañuelas and Cutral Có), which were part of the expansion plan, were also finished. Additionally, the first Collections and Payments center was created to handle large cash volume transactions, creating a safe and dynamic environment both for customers and employees. During 2015, these centers will continue being expanded, generating collection and payment nodes. The branch network’s breakdown by geographical location is as follows: Geographic Area Number of Branches City of Buenos and Greater Buenos Aires Rest of the Province of Buenos Aires Santa Fe Córdoba Mendoza Chubut Entre Ríos Río Negro Tucumán Corrientes La Pampa Misiones San Luis Tierra del Fuego Catamarca Chaco Formosa Jujuy La Rioja Neuquén Salta Santa Cruz Santiago del Estero San Juan 152 34 16 15 9 5 4 3 3 2 2 2 2 2 1 1 1 1 1 1 1 1 1 1 Total 261 During 2014, the Bank continued spreading the customer’s experience throughout the organization, consolidating the NPS (Net Promoter Score) methodology in Éminent, Galicia Negocios y Pyme (Galicia Business and Pyme) and PyMEs PES (small-sized companies). The outcome of the work performed was reflected in the annual benchmarks made by private 24 Grupo Financiero Galicia Annual Report Fiscal Year 2014 consulting firms, where Banco Galicia was the most recommended one by customers in the above-mentioned segments. High-Income Segment surpassed the second one by 12 percentage points (“p.p.”) and increased its NPS by 10 p.p., as compared to 2013. In turn, Galicia Business and Pyme segment was far from the second one by 22 p.p. and Pyme PES achieved the first position, 7 p.p. above its immediate follower. Alternative Channels Alternative Channels are, in addition to the branches, a service, transactions and sales channel focused on individual and corporate customers. They include Red Galicia 24, Home Banking, bancogalicia.com portal, Galicia Servicios Móviles, the Retail Sales Unit (UVM, as per its initials in Spanish) and the Commercial Planning area of the Customers Contact Center. In 2014, the Indirect Channels Division was created, whose mission is to develop internal and external channels to attract new customers and market Consumer Banking products. The area is made up of the Retail Sales Unit (especially focused on cross-selling and attraction of customers focused on salaries), Indirect Sales Channel (focused on attracting customers through sellers o retailers with mass capacity of potential distribution, allowing an increase in the capillarity of points of sale) and Commercial Planning of Telephone Banking (focused on attracting customers and cross-selling through internal and external call centers). During the year, the new division attracted 33% of the Bank’s new customers. Red Galicia 24 and Self-Service Terminals Banco Galicia has one of the most extensive networks throughout the country. At the end of 2014, the Bank had 1,684 self-service pieces of equipment (853 ATMs and 831 terminals), distributed throughout branches, banks at work and other locations, such as gas stations, hypermarkets and shopping malls. During the fiscal year, Banco Galicia consolidated the installation of smart terminals throughout its branch network. The main advantages of this new technology are online crediting, the convenience and extended times to make deposits, the payment of cards, and the reduction in processing times and paper use, since it is no longer necessary to use envelopes to make deposits and payments. Home Banking The number of Home Banking service users increased 18% during 2014. This channel processed 28 million monetary transactions and more than 356 million queries during the same period. In 2014, we introduced the possibility of making queries on benefits, discounts and rebates obtained for purchases with Galicia cards. For the sixth consecutive year the Bank was ranked first in the benchmarking report of financial institutions (benchmarking of Home Banking sites in Argentina and the world, May 2014) prepared by TBI consulting company. Grupo Financiero Galicia Annual Report Fiscal Year 2014 25 Galicia Servicios Móviles Galicia Servicios Móviles application for smart phones simplifies the access to services from cell phones. With the right design to fit the screen of these devices, customers may perform queries, make investments, transfer money, pay bills or cards, apart from conducting transactions with their Project Accounts. Over the last few months, a new version, which includes the possibility of making queries about benefits (Move, Quiero!) and exchanging points, among other functions, was made available to customers. Consumption Through its regional credit-card companies (Tarjeta Naranja S.A. and Tarjetas Cuyanas S.A.) and Compañía Financiera Argentina, Banco Galicia offers financing for the consumption of low- and medium-income customer segments. Regional Credit Card Companies In the fiscal year, regional credit-card issuing companies, Tarjeta Naranja S.A. and Tarjetas Cuyanas S.A. (the “regional credit card companies”), subsidiaries of Banco Galicia through Tarjetas Regionales S.A., behaved as contemplated in the budget. Average monthly statements issued amounted to 2.9 million, 3.3% above the previous year’s average. The managed loan portfolio reached Ps. 19,919 million at fiscal year-end, with a 33.2% increase during the year and our customers’ consumption increased by 51.4%, to Ps. 55,663 million, as a result of 160 million purchase transactions, higher than the 17.8% related to 2013 transactions. Despite the GDP and domestic consumption deceleration, there was a moderate growth in statements and a significant increase in turnover and transactions. It should be taken into account that in 2014 the restrictive policy regarding the business expansion, the selectivity in granting credit and in expanding the customer base due to a rise in the funding cost remained unchanged. Considering Argentine Central Bank’s last information available as of September 2014 about financial and non-financial institutions, regional credit card companies had an 18.5% market share in authorized cards and a 15.8 % market share in consumption; both indicators improved by 0.2%, as compared to the same period in the previous year. In the branch network there were no significant variations in the number of service centers although there were improvement and modernization changes. In the case of Tarjeta Naranja, the corporate building in the city of Córdoba, called “Casa Naranja” (Orange House), of almost 20,000 m2 is expected to be opened in April 2015. In the case of Tarjetas Cuyanas, two new branches were opened, one in the city of Tucumán and the other in Lavalle (Mendoza). The companies have 261 service centers in the aggregate throughout the country. In turn, the staff of Tarjeta Naranja and Tarjetas Cuyanas at fiscal year-end totaled 4,968 employees, a 6% decrease when compared to the previous fiscal year. From the standpoint of the funding of transactions, priority was given to the issuance of negotiable obligations, which entailed a saving in the financing cost when compared to bank loans. In addition, longer terms were obtained, which allowed offering customers longer financing term plans. 26 Grupo Financiero Galicia Annual Report Fiscal Year 2014 In commercial terms, regional credit card companies’ mainstays for success continue being closeness to the customer and store, and quality in customer service and services. From the advertising point of view, Tarjeta Naranja’s presence as official sponsor of Argentina’s National Soccer Team in 2014 Brazil World Cup (fourth year) stood out with major impact, even from the social and solidarity viewpoint with the “Un gol, un potrero” (One Goal, One Soccer Field) program. The growth in demand for magazines issued along with account statements continued during the fiscal year. Accordingly, “Convivimos” and “Cima” reached one million subscribers, with a high and increasing penetration in the total account statements. Furthermore, the launching of “Naranja Online”, which significantly changes the www.tarjetanaranja.com.ar website, with technology changes, new functionalities and designs, and the consolidation of e-commerce websites with increasing sales, in terms of transactions and amounts, www.tiendanaranja.com and www.preciosbajos.com, should be highlighted. Tarjeta Naranja continued standing out as a leader of the Argentine financial sector, with more than 1,250,000 Facebook friends, while Tarjeta Nevada has over 200,000 Facebook friends. This is an essential channel to provide customer services, chat with the community, share news, benefits and promotional campaigns. Tarjeta Naranja was ranked second in Great Place to Work, among the best companies with the best work environment in the country and Tarjetas Cuyanas was ranked 16 th, with the recognition by organizers. During the fiscal year, regional credit card companies kept similar arrears ratios despite the economy deterioration, showing a successful credit risk and recovery management. During the year, the LEAN methodology continued improving cost-efficiency, focused on the ongoing optimization of processes, and enhancing the customer’s experience, thus ensuring the quality of products and services. Tarjetas Regionales S.A.’s net income, in accordance with Argentine Central Bank’s accounting standards, amounted to Ps. 762 million, increasing by 26% and keeping high ratios of return on capital and on assets (29.2% and 5.3%, respectively). Compañía Financiera Argentina - CFA The company is a non-banking financial institution, regulated by the Argentine Central Bank, leader in the consumer personal loans to low- and medium-income customer segment, and competes with government- and privately-owned banks. As of December 31, 2014, customers reached 440,000. The staff was made up of 1,112 employees and had 59 branches and 36 points of sale throughout the country. CFA’s net income amounted to Ps. 113 million as of fiscal year-end, Ps. 26 million lower than that in 2013. The net operating income for the fiscal year amounted to Ps. 1,173 million, an increase amounting to Ps. 153 million, as compared to 2013, mainly due to the increase in the credit card portfolio. The growth has been partially offset with the higher funding cost generated by the rise in wholesale rates. Grupo Financiero Galicia Annual Report Fiscal Year 2014 27 CFA had a material increase in the Provision for Loan Losses for the fiscal year, amounting to Ps. 370 million, as compared to Ps. 253 million in 2013. The lower income was also highly influenced by extraordinary expenses due to an administrative reorganization. As of fiscal year-end, the loan portfolio, net of allowances for loan losses, amounted to Ps. 2,726 million, representing a decrease, as compared to the previous fiscal year, due to the changes in the offer of products the Company implemented to adjust to the impact of Communiqué “A” 5590, which established a cap on the lending rate for personal loans as from June 2014. The shareholders’ equity amounted to Ps. 1,123 million as of fiscal year-end, as compared to Ps. 1,010 million in fiscal year 2013. The company will continue concentrating its efforts on keeping the leadership position achieved in the consumer loans market, adjusting its transactions to the new regulatory conditions, focusing on increasing efficiency levels through operating processes reengineering, consolidating “anchor” products (Credit Card and Benefit Account), which allow keeping the business relationship with our customers beyond the settlement of the effective credit assistance and thus cutting down granting and raising costs, and consolidating the funding strategy began some years ago through the capital market share. Financial Division The Financial Division includes the Financial Operations, Banking Relations, Assets and Liabilities Management, and Information Management and Support areas. Additionally, this Division is the main distribution channel for the FIMA mutual funds and takes part in the trading business through Galicia Valores S.A. (“Galicia Valores”). Financial Operations The Financial Operations Division is responsible for, among other things, managing liquidity and the different financial risks of Banco Galicia, based on the parameters determined by Banco Galicia’s Board of Directors. It manages positions in foreign currency and government securities, and it also acts as intermediary and distributes financial instruments for its own customers (institutional investors) and corporate customers and individuals. It takes part in different markets in its capacity as agent of the Mercado Abierto Electrónico (“MAE”) and as member of the Rosario Futures Exchange (“ROFEX”), Financial Products Division. Through Galicia Valores, this division offers customers the possibility to conduct transactions at the Buenos Aires Stock Exchange. Within the framework of Capital Markets Law 26831, the Bank was authorized by the National Securities Commission (“CNV”) to act as settlement and clearing agent and trading agent – comprehensive (“ALyC y AN - Integral”), and was added as member of Mercado de Valores de Buenos Aires S.A. (“MERVAL”). In 2014, the Bank adjusted its internal processes and IT systems to the regulatory requirements of the above-mentioned law, and CNV’s regulations. The total volume traded in the stock market amounted to Ps. 580,765 million, which accounted for a 67% increase, as compared to 2013. Galicia Valores contributed with a total of Ps. 38,336 million, recording an 88% increase, as compared to the previous year. The volume traded in the foreign exchange market continued decreasing as a result of foreign exchange restrictions. In the wholesale market, the total volume traded among banks in the 28 Grupo Financiero Galicia Annual Report Fiscal Year 2014 MAE decreased by 14%, as compared to 2013, from US$ 58,200 million to US$ 49,900 million, whereas the volume traded by the Bank decreased by 18%, from US$ 5,050 million in 2013 to US$ 4,143 million in 2014, keeping the third position in the ranking. Regarding the futures market, Banco Galicia fell in MAE’s ranking, from the third to the fourth place, and it was ranked second in ROFEX. In both markets, Banco Galicia traded a total volume of US$ 7,026 million, 37% less than the US$ 11,110 traded in 2013. The foreign trade volume transacted amounted to US$ 12,600 million, a 25% lower than that in 2013. In addition, U.S. Dollar trading transactions significantly increased as a result of loosening foreign exchange restrictions, from US$ 74 million in 2013 to US$ 600 million in 2014. The total volume traded in fixed income through the MAE evidenced a 14% increase, from US$ 107,219 million to US$ 122,440 million. Banco Galicia climbed to the first place in the annual ranking, with an 18% increase, as compared to the previous year, reaching US$ 16,320 million traded and a 13% market share. Banking Relations The Banking Relations Division is responsible, at international level, for managing the Bank’s business relationships with correspondent banks, international credit agencies, official credit banks and, at domestic level, with banks, financial companies, exchange houses, brokerage firms and other entities that carry out related activities. As it happened in previous fiscal years, bilateral meetings were held with the most active correspondent banks from abroad, through which the Bank channeled the different products and services offered to its customers. The steady and adequate offer of credit lines in the correspondent banking segment and IFC and IDB helped us meet letters of credit and standby letters of credit confirmation requests, as well as the financing needs related to customer export transactions. Latin America, especially Brazil, continued holding a considerable share of the commercial activity, followed by Southeast Asia (mainly China), the European Union, and to a lesser extent, North and Central America. Additionally, Banco Galicia continued strengthening relationships and analyzing the different business opportunities with multilateral agencies and official credit banks, such as the IFC, the IDB, the FMO, the Proparco, the National Economic and Social Development Bank (BNDES, as per initials in Spanish), the Andean Development Corporation (CAF, as per its initials in Spanish) and the Inter-American Investment Corporation (IIC), among others, with the purpose of consolidating its leadership in this segment. At the domestic level, the Bank continued analyzing and identifying business opportunities, with financial institutions, placing much emphasis on being the most chosen brand, always within a framework of reciprocity and long-term steady relationships. Assets and Liabilities Management The Assets and Liabilities Management Division is in charge of preparing and analyzing information aimed at managing the mismatches inherent in banking activities, maintaining the exposure within the policies determined by Banco Galicia’s Board of Directors. The Bank’s activities include the provision of support to the Asset-Liability Committee (ALCO) through the analysis and quantification of the risks associated with different business hypotheses and market scenarios, as well as the follow-up of liquidity policies and currency mismatches, whether due to regulations of the Argentine Central Bank or else Banco Galicia’s operations, and the assessment of the Funding Unit’s results of operations through a transfer pricing method so as to assess the profitability of each business unit, isolating them from the rate, term and currency risk exposure. Grupo Financiero Galicia Annual Report Fiscal Year 2014 29 Risk Management The Risk Management Division is responsible for managing the Bank’s and the subsidiaries’ risks in a comprehensive manner and follows international best practices. It is independent from other business areas, since it reports directly to the Bank’s General Division. This approach goes along with a high level of commitment from all the Bank's governance bodies, which strengthens the idea of an independent management but, at the same time, involved in the business decisions and oriented towards the risk profile, using state-of-the-art tools and systems for identifying, measuring, monitoring and mitigating each and every risk faced by the Bank. The mission of the Division comprises the following activities: (i) Actively and comprehensively manage and monitor the risks taken by Banco Galicia and its subsidiaries, ensuring compliance with internal policies and regulations in force; (ii) keep the Board of Directors totally abreast of the risks that the Bank faces, proposing how to deal with them; (iii) help strengthen a risk management culture that provides a global view of business, by fully understanding the risks taken; (iv) design and suggest policies and procedures to mitigate and control risks; (v) quantify the capital required by each business and recommend the General Division its allocation to the risk taken and the profitability expected; and (vi) escalate dispensations from risk internal policies to the Bank’s General Division, as appropriate, together with a compliance plan. The Division’s responsibilities include: (i) Ensure contingency plans are in place for risks posing a threat to business continuity; (ii) recommend the most suitable methodologies for the Bank to measure identified risks; (iii) guarantee that the launching of any new product includes a previous assessment of potential risks involved; and (iv) provide technical support and assist Management Divisions in relation to global risk management. This Management Division handles financial, operational, credit, reputational and strategic risks. The Compliance Division, which reports to the Board of Directors, was created in 2014 and its mission - applicable to the Bank, its affiliated companies and individuals - consists in monitoring compliance with the laws, regulations and internal policies in order to prevent financial and/or criminal penalties and minimize reputational impact. It is an independent role that coordinates and assists in identifying, providing advice on, monitoring, reporting and warning about compliance risks. On the other hand, there is a division dealing with Prevention and Control of Money Laundering and Funding of Terrorist Activities, which also reports to the Board of Directors. As regards control and prevention of this risk, Banco Galicia complies with the regulations set forth by the Argentine Central Bank and with Law No. 25246, as amended and supplemented, with respect to the concealment and laundering of assets from illegal activities. The Financial Information Unit (“UIF”, as per its initials in Spanish), under the jurisdiction of the Ministry of Justice, is in charge of the analysis, treatment and transmission of the information subject matter of this risk. Banco Galicia has policies, procedures and control structures in place related to the features of the various products offered, which help monitor transactions in order to identify unusual or suspicious transactions and report them to the UIF. The Anti-Money Laundering Unit (“UAL”, as per its initials in Spanish) is in charge of managing this risk, through the implementation of control and prevention procedures as well as the communication thereof to the rest of the organization through the drafting of the corresponding handbooks and the training of all employees. 30 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Banco Galicia has appointed a Director responsible for the management of this risk, and has created a Committee in charge of planning, coordinating and enforcing the compliance with the policies set by the Board of Directors (see “Aspects related to Corporate Organization, Decision Making, Internal Control, and Compensation Policy for Directors and Officers”). The basic principle on which the regulations regarding prevention and control of money laundering are based is in line with the “know your customer” policy in force worldwide. The management of this risk is regularly reviewed by the internal and external audit. Risk Management-related Governance Bodies The bodies mentioned below are part of the internal control structure involved in terms of definition, assessment and control of the risks taken by the Bank: Risk Management Committee, Asset-Liability Committee (ALCO), Crisis Committee, Financial Committee – Consumer Banking, Financial Risk Committee, Operational Risk Committee, Legal Risk Committee, Wholesale Credit Risk Committee, Retail Credit Risk Committee, Consumer Financing and Health & Safety Committee. Credit The Credit Division’s mission is to assure quality of loan portfolio through the origination of businesses and the optimization of loan recovery strategies in accordance with standards of best practices. This Division performs the following functions: credit granting, preventive management, tracking down and classification of customers, together with recovery of past-due loans. In order to have timely information and a flexible and efficient structure that helps respond and adjust to the current macro and microeconomic variables, the above-mentioned functions, both for companies and for individuals, are under the charge of the Divisions that report directly to the Area, thus looking for a more efficient decision-making process. The Division has specific sectors for complex businesses: banks, capital market and agribusiness. In addition, there is an area for the review and analysis of sectors by activity and environmental risk. The analysis and granting in relation to the individuals portfolio are made on a centralized basis by the Individuals Credit Approval Division. Applications for these products, such as credit cards, checking account overdrafts and secured or unsecured personal loans, are automatically assessed through computerized credit scoring systems that take into account different criteria to determine the customer’s credit background and repayment capacity, as well as through granting guidelines based on the customer's credit history within the financial system (which is verified against the information provided by a company that furnishes credit information) or with Banco Galicia (credit screening). Credit approval of corporate loan portfolio is carried out through two specialized teams: the Corporate Credit Approval Division and the Credit Analysis Division. Before approving a loan, Banco Galicia performs an assessment of the potential borrower and his/her financial condition. Credits exceeding certain amounts are analyzed by credit line and customer. For credits below certain amounts, the Bank uses automated risk assessment systems that provide financial and non-financial information on the borrower, and that perform Grupo Financiero Galicia Annual Report Fiscal Year 2014 31 projections on the financial statements and generate automatic warnings about situations that may indicate an increase in the risk. Banco Galicia performs its risk assessment based on the following factors: Qualitative Analysis Economic and Financial Risk Economic Risk of the Sector Environmental Risk Assessment of the corporate borrower’s creditworthiness performed by the officer in charge of the account based on personal knowledge. Quantitative analysis of the borrower’s balance sheet amounts. Measurement of the general risk of the financial sector where the borrower operates (based on internal and external statistical information). Environmental impact analysis (required for all investment projects of significant amounts). Loans are approved by the Corporate Approval Division and Credit Risk Analysis Division, pursuant to authorization levels, except loans exceeding certain amount and loans granted to (domestic or foreign) financial institutions and to related customers; these loans are approved by the Credit Committee. The Strategy and Planning Division is in charge of the strategic vision of the area defining efficiency ratios and action plans, proposing alternatives that contribute to the ongoing improvement and ensure compliance with the goals set. It is also responsible for ensuring the regulatory compliance, as established by regulatory agencies, and reviewing and proposing changes to internal policies, both as regards credit granting and preventive management and recovery of past-due loans. This area constantly interfaces with the Risk Management Division. The Customer Credit Recovery Division’s main role is to reduce the deterioration of the portfolio under management and pursue customers’ reinsertion in the commercial line. It is also responsible for the preventive management in charge of the primary reorganization of the Bank’s portfolio through strategic models of behavior that help anticipate non-performing credit customers. The Portfolio Recovery Division covers the court and out-of-court proceedings of customers within the individuals and companies portfolio to maximize the portfolio recovery. In addition, it provides advice on legal aspects to the Credit Division. Comprehensive Corporate Services There follows a description of the main activities carried out by the Departments in the Area. Organization Three years ago Banco Galicia set out to change key processes by implementing the LEAN methodology in order to improve customer service, reduce process times and increase productivity. The processes implemented in 2014 were Companies Loan Origination, Branches and Foreign Trade, completing those already operating under this model – Claim and Post-sale Management, Customer Contact Center, Retail Loan Origination – and thus deepening the customer’s view and end-to-end vision in the Bank’s key processes, being referents in the region in applying the LEAN methodology. Focus was placed on improving efficiency through different projects carried out: The central filing of documentation was outsourced, branches’ operating tasks were eliminated, increasing 32 Grupo Financiero Galicia Annual Report Fiscal Year 2014 the business focus, and a new management model was implemented to optimize expenses (“GIE”) with automated controls prior to their disbursement, which allowed obtaining large savings. This was supplemented with the development of other projects that leveraged the improvement in the income and service quality, such as the redesign of the Payment to Suppliers Center, which allowed adding a new self-service system that gives rise to operating efficiency, reduces customer service times and places us in the market with a distinctive product. As regards the Insurance Banking model, a multi-company quoting system was introduced, which allowed increasing the offer of seven products of Galicia Seguros and a leading company for the priority segment. New abilities were generated to increase the sale of products in the service areas of the Customer Contact Center and credit cards at third-party companies and stores upon the first contact with the customer. Engineering and Maintenance The Engineering and Maintenance Division continued with the image change plan, reaching 73% of the branch network with the Bank’s new image. Works were performed for two openings in the districts of Cutral Có and Cañuelas, 7 remodeling, 6 moving and works were performed at lobbies and to introduce the new image. Movements amounted to 380 between replacements and additions of automated banking equipment, and additional physical and electronic protections were implemented in the neutral positions of ATMs in the City of Buenos Aires and Greater Buenos Aires. Corrective maintenance was carried out in air-conditioning fixtures, decks, marquees and closed circuit television system (“CCTV”), and preventive maintenance plans continued in the building premises to reduce operating contingencies. In connection with the Green Building, the stage of concrete building works at the Leiva Tower and up to floor 6 of the Corrientes Tower was completed. The installation of elevators is in progress at both towers. The contracts and subcontracts related to the premises were managed, according to the expected schedule. Management and Security Focused on the Bank’s customers, the Management and Security Division based its strategy on four pillars: Efficiency: Progress was made in improving the purchasing management, seeking a long-term and mutual relationship with suppliers, integrating them with the commercial areas. Comprehensive Expense Management: SCI’s annual expenses increased by 29.4% and investments were 15.6% higher than those in 2013. Budgets were met. Among these matters the most important are the reduction in the suppliers database to focus on opportunities and the extension of the branches’ pre-established rental terms, which increased from 1 to 3, 5 and 10 years. Branches’ Security: New preventive measures were taken to protect our customers, employees and assets, both within and beyond banking hours. Our People’s Skills: In line with the Bank’s strategy, we encouraged staff turnover inside and outside the division. Moreover, we carried out a comprehensive communication plan within the Division and towards other Bank’s divisions. Grupo Financiero Galicia Annual Report Fiscal Year 2014 33 Information Security During 2014, the Information Security group focused on improving the technological infrastructure applied to security matters and the systems to protect electronic channels. In this regard, investments were made in acquiring new software to control and monitor Internet events, work on assuring our banking core system in SAP was conducted and different solutions were implemented to validate our customers’ operations through Galicia Office channel. Likewise, other projects were started to increase security levels within the Home Banking channel, by using a cutting-edge tool. Operations During 2014, the Operations Division focused on deepening the closeness to customers through simpler and more efficient processes, developing leaders’ management skills and implementing business projects. Regarding the relationship with customers, 14 million contacts were received, out of which 4 million were served by officers of the Customer Contact Center, complying with the service level. In this search for simpler processes, the analysis and implementation of all sale and post-sale transactions in all Retail and Wholesale segments was centralized in the division, complying with the service levels established. Additionally, over 15 million checks were processed. In relation to the Foreign Trade service, the Middle Office role, which provides further advice to customers, and distinctive service cells were created by segment. These and other measures implemented through LEAN allowed Banco Galicia to be one of the top-of-mind banks chosen by customers, according to the syndicated survey. Regarding business projects, service models were implemented at the Customer Contact Center to fully meet our customers’ needs (both service and business ones). Additionally, the large deposits collections center was opened, seeking to provide our customers with further security, while minimizing the amount and cost of cash movement. With respect to the storage of documents, the management of one of the general filing warehouses was outsourced. A new service model was also implemented at the Payment to Suppliers Center, reducing customers’ waiting time by 70% and making the channel ready for a future growth. Systems The Division has continued with the project to change the banking core system and, within this environment, completed the development, configuration and implementation of the new application of savings accounts, which enabled the migration of 2 million savings accounts to SAP and the launching of the new hoarding account requested by the Argentine Government. It began the checking accounts project and implemented the first release, a milestone that allowed opening and operating the first checking accounts (with reduced functionality) on the new core system. During 2014 and within the framework of the “Big Data” project, the division achieved the implementation of a new technology to analyze information called SAP HANA, which allows processing large volumes of information with immediate response times. The first development using it was the query on Benefits and Promotions, which allows providing our customers with the new functionality to inquire about the detail of discounts earned by virtue of our different promotions. 34 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The tasks related to tests on applications being carried out have been reorganized, organizing a new sector with new skills, gaining efficiency and quality. This allowed extending these practices to new sectors and a higher number of projects, attaining the goals set in them. The Division developed and implemented the Transactional Solution to Arrears and allowed adding the Vendors loans from Galicia Office. In addition, the types of guarantee Guaranty, Surety, Security and Assignment of Time Deposit were enabled. In order to increase sales within different channels, the Division worked on a tool that allows people’s online assessment and thus enables to attract potential sales related to customers or prospects upon the first contact. This made it possible for the Telemarketing Inbound sector to be a new sales channel, among other things, thus giving it a commercial role. Finally, in order to comply with the new Capital Markets Law, the Division worked on customizing the different systems involved in these operations. Material changes were made to the inflow of customers’ orders through channels, the recording of transactions, the collection of market fees and collection of commissions, the information offered to customers about their operations and, basically, the Division developed a specific module for the customers’ orders to be executed in the market offering the best price. Organizational Development and Human Resources Being one of the best companies to work for is one of Banco Galicia’s strategic mainstays and entails a long-term commitment to people management. Likewise, the changes in the organization over the last few years, standardizing its performance (organizational structure, values, mission, evaluation systems, Human Resources practices, work environment management), provided a firm platform to install the organizational culture management as a core practice in developing skills, which internally strengthen the employee’s experience to extend to the customer’s experience. An analysis of the current culture, with its strengths, weaknesses, threats and opportunities, and the needs of the business strategy was submitted in 2014. This allowed determining the challenges posed by the Galicia culture for the 2015-2020 period and defining an action framework for leaders, who foster the people’s development and drive their teams towards new goals. We defined that the leaders’ style and values are decisive for the desired culture. Their management and promotion will be the focal points of the Organizational Development and Human Resources area for the coming years. The culture plan focused on the defined challenges posed by ways of working will begin being executed in 2015. Each of the following values will be managed: closeness, commitment, enthusiasm and innovation, and the leader as an example for the organization. This is an area global leading companies manage and the Bank, in its pursue to be the best private bank in the country, includes it among its strategic priorities. The ongoing management of the work environment is a key driver to achieve it and, accordingly, during 2014 we continued encouraging action plans for work environment management, and we worked by placing focus on leaders. As evidence of the work performed by the whole organization, we reached 74% in the last work environment survey results and achieved the seventh place in the Great Place to Work ranking of the best companies to work for in Argentina. We also received a special mention as to the Inspirar (Inspire) practice. Grupo Financiero Galicia Annual Report Fiscal Year 2014 35 Internal Communication New initiatives were carried out and some existing initiatives were improved during 2014, with the purpose of being more and better communicated. Our classic internal magazine, Notigal, which allows us to reflect the most social contents of the organization, migrated to a digital format strengthening our commitment towards the environment and our innovative spirit. This new feature of the channel allowed us to include audios and videos to experience all the Bank’s activities and news even more. The “Conociéndonos cada día más” (Getting to Know Each Other More Every Day) program (initiative in which branches’ and central areas’ employees interact with the area managers and the Chief Executive Officer) has been in place for more than four years in a row and over 3,000 employees throughout the country have taken part therein. This year we completed the tour of meetings with the branch network. More than 50 meetings were held throughout the country. We launched Todo oídos (All Ears), Banco Galicia’s first micro-radio program. This is a space created to carry the customer’s views and the employees’ thoughts to the whole Bank on a monthly basis. Its purpose is to listen thereto to learn from experiences and encourage the internal discussion forum to trigger innovative ideas that may bring solutions to the challenges posed day after day and awaken the ability to overcome difficulties. Considering the need to reduce the number of e-mails leaders receive and for the purpose of providing them with key information so that they may share it with their teams and, thus, leverage their role of communicators, we implemented Líder al Día (Up-to-Date Leader), a channel that consolidates in a single weekly e-mail the most important business and Human Resources matters, with special focus on branches. This channel replaced the mass sending eCompany summary. Managing the change The managing the change Department supported employees with regard to the main projects with impact on the organization. We implemented internal communication and team management actions in SAP during the saving accounts migration. We received a Gold Eikon award for this work, which was granted to the “Trasplantando el corazón del Banco” (Transplanting the Bank’s Heart) campaign. In Payments Menu, a project to optimize companies’ treasury services, we supported employees in the implementation of several initiatives that allowed reducing overwork at branches and encouraging customers’ self-service. We also helped change the Insurance Banking Model, which optimizes the officers’ commercial role, integrating the specialization of Galicia Seguros’ advisors and leaving post-sale in the hands of each insurance company. At the same time, we internally worked on redefining our services, which allowed us to meet the increasing demand for projects (37 managed during 2014). We also focused on the team’s specialization and other companies’ benchmark. Additionally, we began sharing experiences and best practices with Tarjeta Naranja’s Human Resources and Change Management team, assisting in integrating Grupo Galicia’s companies. 36 Grupo Financiero Galicia Annual Report Fiscal Year 2014 +Beneficios (+Benefits) The internal benefits program, +Beneficios, which was designed to support employees, arose only four years ago and is currently consolidated as the best in the financial market. Divided into four large mainstays, +Salud (+Health), +Futuro (+Future), +Bienestar (+Wellbeing) and +Bip, the program provides benefits throughout the country, reaching employees of all ages and geographic areas with benefits specially thought to meet the needs of each of them. +Health: It continued innovating with respect to care and promotion of healthy habits, and launched a voluntary blood donation campaign carried out jointly with Hospital Garrahan. + Future: The access to life insurance with a 50% discount and accounting and tax advisory services was facilitated in 2014 to broaden the current offer of benefits. +Well-being carried out actions, such as the delivery of school supplies and informative lectures focused on preventing addictions in its mission that the Bank’s employees attain a sound balance between work and personal life. + Bip: It moved the national soccer final matches to the city of Rosario, consolidating its focus on permanently providing spaces for integration and entertainment. +Benefits: All matches were projected as part of the celebration of the Soccer World Cup. Those in which Argentina’s Soccer Team played in business hours, big screens were installed for all the employees to be able to enjoy them. Innovation Program During 2014, we continued working to strengthen the Bank’s innovative culture. The program based its actions on three mainstays: Development of the Innovate Skill: Through different training actions, over 950 employees acquired innovation methodology tools, which allowed them to be more innovative in their daily tasks. We included two innovation schools and six exclusive workshops among training actions for the members of the Community of Leaders, who had at least one experience with the methodology. Expert Referents’ Training: We created the role of Innovation Drivers and Leaders. A group of 60 employees from different areas and hierarchies to whom we provide tools to become referents and experts of the methodology. Each of them facilitated a project or activity under the methodology of Galicia innovation process. Consolidation of the Proceso de Innovación Galicia (PIG, as per its initials in Spanish) (Galicia Innovation Process): We used the PIG to manage 9 projects from different areas that engaged 80 employees and in relation to which at least 9 initiatives were implemented, as well as others being implemented. All these initiatives and those carried out over the last three years involved 40% of the Bank’s employees, with 93 initiatives implemented and more than 10 being implemented. We also received four national and international acknowledgements. The first award to financial innovation granted by FELABAN for the Move segment and the first award to the Human Resources innovation granted by Meta 4 for the brain school, among them. Moreover, we exhibited the Innovation case at four universities. Grupo Financiero Galicia Annual Report Fiscal Year 2014 37 Jobs Twelve young professionals were hired for different central areas, with an innovative selection process. In order to strengthen the selection process and achieve efficiency therein (particularly distance recruiting), we carried out most of distance interviews through videoconference. Continuing with the Employing Brand consolidation, we took part in 11 job fairs, out of which 3 were Web-based and 8 were face-to-face at different universities. For the “Experiencia Galicia” (Galicia’s Experience) Program, the Recruiting Day took place, where we received about 400 young students and carried out the selection process through individual introductions and a role-playing game. Through the PDA tool, we created the Service Officer position for the Customer Contact Center and used it in the selection process. Training In line with the Bank’s strategic focal points and performance goals, employees were offered a series of training courses that allow a better performance of their duties. The main projects were as follows: As part of the “Pasión por el cliente” (Passion for the Customer) program, we invited the members of the Community of Leaders to take part in the Customer Day 2 experience in order to experience work within channels that have direct contact with customers. Experience may take place at branches or at the Customer Contact Center. The “Circuito Éminent” (Éminent Circuit) program was launched to contribute to the development and training of officers from the Éminent segment. The main goal was to reinforce the most significant matters that have an impact on its management: business methodology, investments and interview methodology. We continued supporting the different SAP project deployment stages. Under the concept of knowledge pills, a set of small modules was made for each of the impacted systems in order to achieve a quick method to gain and transfer knowledge, which allows supporting the migration acceleration process by branch. During the second half, we worked hard on raising awareness of the importance of transactional deposits. An online course was developed for all the Bank’s employees, matters were included in the induction through a dynamic and disruptive activity, and the Hot Teams methodology was included in Managers Training Schools and in the ongoing training of Éminent officers. As to the training of central areas, in 2014, the Professional Development School offered a catalogue of courses on soft skills to leverage the development of the different competencies of our employees. This program was greatly related to the performance evaluation, since it is a tool with which each employee may choose to take part in those activities that are related to the aspects to be considered in their performance evaluations. The Bank also continued with the Training Schools, which offer programs aimed at branch network employees. 38 Grupo Financiero Galicia Annual Report Fiscal Year 2014 During 2014, over 250 new employees were welcomed to the Bank with a dynamic, interactive and entertaining orientation session format, with the purpose of conveying our values and generating in new employees a sense of enthusiasm and commitment to the Bank. Development In order to provide more development and internal transfer opportunities, the Bank continued strengthening Oportunidades Galicia (Galicia Opportunities). Through this tool 190 internal job postings were published, covering 87% thereof. We strengthened the opening and synergy with all the companies of Grupo Financiero Galicia and its subsidiaries, including them within the process. Thus, we provided all the employees with an opportunity for development and both internal transfer and transfer among affiliated companies. In addition, we continued reinforcing the spreading of job postings by mail and the Intranet. The “Renombrar” (Rename) program arose as a response to the need of having a differential value proposal for young talents, according to their demands and interests. This new model allows us to improve the development policy, increasing promotion instances and the recognition of seniority faster and more effectively. During 2014, the first 22 promotions were made. The Upward Feedback Survey (EUF, as per its initials in Spanish) (upward feedback survey that employees answer in relation to the perception they have about their boss/manager’s management as leader) has been extended, reaching all Banco Galicia’s leaders (Branch Managers in the branch network, and from middle management to the Chief Executive Officer in central areas). Quality Assurance During the fiscal year, the Bank continued spreading the customer’s experience throughout the organization, leveraged by the results of several satisfaction surveys in all the segments, and through the enlargement of the Net Promoter Score (NPS, as per its initials in Spanish) methodology for the service of Éminent, Business and Pymes, and PyMEs Pes (small-sized companies) segments in the branch network, and beginning to apply them to the Wholesale and Financial Banking and at the Customer Contact Center. Also, the entire Bank’s Community of Leaders continued making phone calls to customers and actively participating in the NPS methodology. In the last four-month period of the year, studies were conducted to assess the satisfaction and recommendation level of customers from the different segments regarding the banks with which they operate. We obtained extraordinary results from these studies. In all of them Banco Galicia was ranked first considering the NPS, with significant difference with respect to the second one in the cases of High-Income, Agricultural, Business and PyMEs and Financial Banking, and shared in the case of Massive Income, PES, Corporate and Middle-market. This swells us with pride, but also requires us to continue improving our customers’ experience day after day. To make the entire organization’s customer-oriented approach stronger, in 2014 NPS was established as KPI (Key Performance Indicator) of the Bank’s main divisions, leveraging by indicators the whole institution’s work on improving the customer’s experience. Grupo Financiero Galicia Annual Report Fiscal Year 2014 39 Regarding the “customer’s experience” concept, we continued with the Internal Customer Program assessing the NPS and the satisfaction level of the Bank's employees with the internal services received, broadening once more the number of central departments assessed, and increasing the goal in order to raise the degree of commitment to service. This assessment allows identifying opportunities for improvement in internal processes that eventually have an impact on customer service. We continued with the spreading of “Pasión por el Cliente” (Passion for the Customer) program, with two forums in which the members of the Community of Leaders took part. These meetings are intended to raise awareness, modify habits and spread the customeroriented philosophy throughout the organization. We focus on the managerial level as leader with regard to changes, we share other companies’ good practices and success cases and we invite our customers to participate in order to know their perception about the service. We also made six replications of these forums to convey these concepts to middle management and the rest of the organization. In 2014, the processes certified in previous years under ISO 9001 were revalidated: Warrants, Leasing, Galicia Administradora de Fondos, Private Banking Service Model and Cobranza Integrada Galicia (Galicia Integrated Collection) and its Portal. We also started the procedures for the internal certification of the Éminent service model and training in the branch network. We internally worked on training different operating teams, this time individually, and a larger community of leaders for these projects, which favored the exchange of experiences and learning. Quality took part in different Process Monitoring teams (Retail Loan Origination, Wholesale Loan Origination, Post-sale, CCC Services, Customer Retention, Branch Services, Foreign Trade Operations) contributing its view of the customer’s experience in all work tables. The Bank maintained its adherence to the Code of Banking Practices, an initiative fostered by several Argentine Bank Associations, with the purpose of contributing to guaranteeing the rights of users of financial services and products. It further tries to guarantee the transparency in the data provided by financial institutions to their customers, and the bonds between the institutions that provide financial services and the community those institutions belong to. All these programs allow the Bank to work continuously on improving its customers’ experience and on the search for being the best private bank in Argentina: Customers seeing their expectations being exceeded and recommending the Bank's services to others, and employees who are increasingly satisfied and proud of working at Banco Galicia. Corporate Social Responsibility At Banco Galicia, the sustainability strategy is integrated into the business strategy. The Bank fosters a triple management, including the economic growth, the social equity and the environmental care, which adds value to our stakeholders. From the Sustainability Management, we define policies and programs that have an impact across the organization. We foster a social investment model focused on programs that cause a real and positive impact on communities under three core focal points of work: (i) Education: where we focus on encouraging Higher Education and Financial Education; (ii) Work Promotion: through training courses for entrepreneurs and Pymes, and access to credit by promoting microfinance; (iii) and Health: through training in child malnutrition prevention and implementation of improvements at hospitals and health centers. We consider these matters to be key pillars to foster social integration, to build a fair society and to develop our country. 40 Grupo Financiero Galicia Annual Report Fiscal Year 2014 We encourage environment care driving an integrated environmental management strategy that contemplates an efficient use of natural resources, focusing on the rational consumption of electric power and paper. We calculate our corporate carbon footprint, we carry out awareness initiatives and environmental preservation and we grant credit lines that favor the minimization of the impact on the environment. We adhere to the Equator Principles and we are members of UNEFI. By means of the Corporate Volunteering Program, we strengthened our employees’ solidarity initiatives through infrastructure and equipment improvement projects for the benefit of welfare institutions in which 3,000 persons per year take part. Our Sustainability Report, which was awarded a prize on recurring occasions because of being considered among the best reports in Argentina, is a management and communication tool that systematizes and measures our economic, social and environmental performance. The Report not only makes the Bank’s communication and performance transparent with respect to our stakeholders, but also provides us a single opportunity to show that banks are a true positive exchange factor we contribute to improving society and listening to their needs to turn them into solutions as a true social player. We use the international guidelines of the Global Reporting Initiative (GRI), reaching the maximum application level, ISO 26000, AA1000SES, AA1000AS, Global Compact, Advanced COP and IBASE Social Balance Sheet. Sudamericana Holding Grupo Financiero Galicia holds 87.5% of the company’s capital stock and Banco Galicia owns the remaining 12.5% of the shares. This investment in the insurance business is part of Grupo Financiero Galicia’s general plan to strengthen its position as leader in providing financial services. In turn, Sudamericana Holding is the controlling company of Galicia Seguros S.A. (property and life insurance), Galicia Retiro Compañía de Seguros S.A. (retirement insurance) and Galicia Broker Asesores de Seguros S.A. (insurance broker). Additionally, Sudamericana Holding holds 39% (indirectly) of Nova Re Compañía Argentina de Reaseguros S.A. (local reinsurer). Total insurance production of the aforementioned insurance companies amounted to Ps. 1,762 million during 2014, 33% higher than the volume of premiums of the previous year. This increase in insurance production was recorded mainly for Galicia Seguros, with Ps. 439 million more premiums written than in the same period of the previous fiscal year. As regards Galicia Seguros’ business transactions, the focus was placed on continuing to increase the company’s turnover and sales, which in 2014 amounted to Ps. 509 million of annualized premiums. This represented a 29% growth when compared to the previous year, thus increasing the insurance policy laps ratio and extending the types of coverage offered. Galicia Retiro Compañía de Seguros S.A. continues with an action plan aimed at effectively administering the current business and keeping a proactive analysis on the evolution of market conditions in order to assess whether to re-launch voluntary retirement products, both individual and group. Within the current economic framework, measures aimed at complying with the goals established in the Business Plan defined will continue during 2015. As in the last years, Galicia Seguros S.A. will continue the vertical growth of business through Banco Galicia’s and regional credit card companies’ channels, as well as the development of the existing alternative sales channels by means of the launching of new products and the use Grupo Financiero Galicia Annual Report Fiscal Year 2014 41 of new points of contact and sales, and the analysis of feasibility of underwriting insurance in new property insurance lines in order to mitigate companies’ risks. Additionally, it will continue maintaining its goals of: (i) boosting the business with products supplementary to the main businesses of Banco Galicia and its subsidiaries, adjusting to each of their segments; (ii) expanding the sale of insurance to companies; (iii) make management effective to support the growth of the business volume, implementing the update of the management system (Visual Time); (iv) consolidating the insurance position for individuals, taking advantage of the synergies with Galicia companies group and developing the attraction of new customers in the market through additional channels; (v) keeping the efforts to restrict the level of expenses and obtaining the estimated profitability; and (vi) fostering a very good work environment and be eligible as an excellent company to work for by the staff . Galicia Broker Asesores de Seguros S.A. will continue focusing on and boosting its growth in the area of business related to the corporate sector, offering its customers professional advisory services that will allow them to find the most appropriate insurance and companies in each case, in order to contribute to the main goal of growing with appropriate profitability levels. On the other hand, the company will continue moving forward so as to maintain operating systems updated to continue gaining ground as regards efficiency and in developing systems that allow online interaction with sales channels, streamlining the carrying out of new businesses, easing the monitoring of transactions and providing management information. Galicia Administradora de Fondos Galicia Administradora de Fondos’ shareholders (management agent of collective investment products corresponding to mutual funds) are Grupo Financiero Galicia, which holds 95% of shares and Galicia Valores S.A., Banco Galicia’s subsidiary, which holds the remaining 5%. GAF manages FIMA mutual funds. Banco Galicia distributes the mutual funds to several customer segments through its broad distribution channel network (branches, e-banking, telephone banking), while it acts as a custodian of the assets that make up the funds, in its role as custodial agent of collective investment products corresponding to mutual funds. This company manages investments and determines the market value of mutual fund units on a daily basis. The assets of each mutual fund are invested in a variety of instruments, such as bonds, negotiable obligations, trusts, shares, time deposits, among others, according to the investment purpose of each mutual fund. During the fiscal year, the mutual funds market increased its volume by 82%, mainly of bond funds, closing the year with a Ps. 132,328 million total balance. FIMA funds equity increased by 79% when compared to the close of the previous fiscal year, reaching, as of December 31, 2014, a volume of funds managed of Ps. 11,885 million, which accounts for a 9% market share. This increase in volume mainly took place in the institutional and corporate customers segments, particularly regarding FIMA Ahorro Pesos and FIMA Ahorro Plus. It is worth noting the 638% growth of FIMA Abierto Pymes fund and the 195% growth of FIMA PB Acciones fund. Regarding internal development, Galicia Administradora de Fondos renewed ISO 9001:2008 quality standard certification for all its processes, which include asset management, transactions and business support. 42 Grupo Financiero Galicia Annual Report Fiscal Year 2014 During the fiscal year, and being the new Capital Markets Law in full force and effect, the Company’s Bylaws were amended, eliminating the limitation with regard to the sole corporate purpose. This allows the company to carry out other activities, such as portfolio management. These changes allow foreseeing a possible growth with new products, for which purpose the registration as custodian and advisor agent was requested from the CNV to be ready for new businesses management. Additionally, two new regulations, Fima Gestión I and Fima Mix I, have been filed in view of a possible demand in 2015. In 2014, ESCO’s Visual Fondos installment calculation system was implemented. It is used by 75% of the mutual funds industry, and showed an excellent performance and yield. The versatility of this tool allows not only managing mutual funds, but also the possibility of managing investment portfolios. During the fiscal year, Galicia Administradora de Fondos optimized the financial performance of its liquid assets. In this regard, investments were made in the same FIMA mutual funds it manages. As regards credit ratings, Moody’s Latin America Calificadora de Riesgo S.A. granted the FIMA funds the following ratings: FIMA Premium “Aaa”, FIMA Ahorro Pesos “Aa”, FIMA Ahorro Plus “Aa”, FIMA Renta Pesos “A”, FIMA Renta Plus “A”, FIMA Capital Plus “A”, FIMA Pymes “A” and FIMA PB Acciones “Ef-3”. The outlook for 2015 foresees an ongoing increase in mutual funds and the development of business related to that activity within the framework of the new Capital Markets Law, such as advisory services and management of discretional investment portfolios. Galicia Warrants S.A. Its shareholders are Grupo Financiero Galicia, with an 87.5% stake in this company, and Banco Galicia, with the remaining 12.5% This is a leading company in the industry of certificates of deposit and warrants. This company has been conducting transactions since 1994, supporting medium and large companies in regard to the custody of stocks. Its main purpose is to enable its customers access to credit and financing, which are secured by the property kept under custody. Galicia Warrants S.A.’s main customers belong to the agricultural, industrial and agro-industrial sectors, as well as exporters and retailers. The volume of operations for 2014 was higher than that for 2013, which entailed a 49% increase in income from services, as a result of the increase in the customer portfolio and the volumes of goods under custody. The sectors that demanded this financial instrument the most were regional economies, mainly those related to agriculture and agroindustry. Income from services for the fiscal year reached Ps. 43 million, whereas net income amounted to Ps. 13 million. The Company will continue focusing on providing customers with the best service, tailoring it to their needs. This will enable a sustained growth and an expectation about a more aggressive development for the coming years. Grupo Financiero Galicia Annual Report Fiscal Year 2014 43 Net Investment S.A. Grupo Financiero Galicia owns an 87.5% stake in Net Investment S.A., while the remaining 12.5% stake is held by Banco Galicia. Net Investment was created to carry out Internet business transactions. Within the framework of the Board of Directors’ search for new business alternatives, the shareholders decided to amend the corporate purpose to be able to have an interest in other companies that carry out related, accessory and/or else supplementary activities. The outlook for 2015 is related to the possibility of carrying out the business alternatives and opportunities that are being analyzed by the Board of Directors. 44 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Aspects related to Corporate Organization, Decision Making, Internal Control, and Compensation Policy for Directors and Officers Composition and Functions of the Board of Directors The Ordinary Shareholders’ Meeting held on April 29, 2014, fixed the number of directors in nine and in four the number of alternate directors. The composition of the Board of Directors is as follows: Name Eduardo J. Escasany Pablo Gutiérrez Abel Ayerza Federico Braun C. Enrique Martin Luis O. Oddone Silvestre Vila Moret Antonio R. Garcés Juan Miguel Cuattromo María O. Hordeñana de Escasany Sergio Grinenco Alejandro M. Rojas Lagarde Luis S. Monsegur Position Chairman Vice-Chairman Director Director Director Director Director Director Director Alternate Director Alternate Director Alternate Director Alternate Director Expiration of Term 04/15/2016 04/15/2016 04/19/2015 04/29/2017 04/19/2015 04/15/2016 04/29/2017 04/19/2015 04/29/2015 04/29/2017 04/29/2017 04/29/2017 04/19/2015 The Board of Directors meets formally once a month and each time circumstances so require it. It is responsible for the establishment of general guidelines related to asset and liability management, the approval of business plans, economic and financial budgets, investment plans, and proposals for development of new businesses. Corporate Organization Grupo Financiero Galicia is directed by two management divisions. GENERAL DIVISION: Its main function consists in implementing the policies defined by Grupo Financiero Galicia’s Board of Directors, as well as suggesting to the Board of Directors the application of plans, budgets and company organization. This division is also in charge of supervising the Financial & Accounting Division, assessing the attainment of goals and the performance of the company. It as well takes part in the Board of Directors of subsidiaries. FINANCIAL AND ACCOUNTING DIVISION: It is mainly responsible for the assessment of investment alternatives, thus suggesting whether to invest or divest holdings in different companies or businesses. It also plans and coordinates the company’s administrative services and financial resources in order to guarantee its proper management. This division also aims at meeting requirements set by several controlling authorities, complying with information and internal control needs and budgeting purposes. Furthermore, it is in charge of planning, preparing, coordinating, controlling and providing financial information to the stock exchanges where the Company’s shares are listed and to regulatory bodies. This division also has the following committees: Grupo Financiero Galicia Annual Report Fiscal Year 2014 45 DISCLOSURE COMMITTEE: This Committee is made up of Grupo Financiero Galicia’s Managing Director, the Chief Financial and Accounting Officer and two supervisors from the Financial and Accounting Division. At least one of the members of this Committee takes part in the meetings held by the "Disclosure Committee", created for the same purposes at the main subsidiaries. Among others, it has the authority to invite the executives in charge of other areas of the Company and/ or affiliated companies, as it deems convenient, to attend the meetings held by the Committee. This Committee was created in 2002 with the purpose of complying with what is recommended by the Sarbanes-Oxley Act of 2002 of the United States of America, since Grupo Financiero Galicia is a listed company on the NASDAQ Capital Market. The above-referred Law was passed in order to provide a more stringent regulatory framework regarding information and corporate responsibilities, both for companies in the United States of America as well as foreign companies that act or participate in U.S. markets. Among its responsibilities, the following stand out: monitoring the Company’s internal control, reviewing the financial statements and other information published, preparing the reports for the Board of Directors on the activities carried out by the Committee, controlling the activities performed by internal audit, executing and implementing the necessary measures to comply with the certifications required by Sections 906, 302 and 404 provided by the Sarbanes-Oxley Act, monitoring the modifications introduced in order to extend the application of the provisions of the Sarbanes-Oxley Act to the Company’s main affiliated companies, and interacting with the Company’s Audit Committee. It is worth noting that this Committee's operations have been adapted to comply with domestic laws currently represented by Capital Markets Law No. 26831 and regulations issued by the CNV, so as to be able to help with tasks that are regulated by such laws. At present, this Committee performs significant activities on the administrative and information areas that serve the Board of Directors and the Company’s Audit Committee in the development of their functions. This way, the Company contributes to the transparency of information provided to the stock exchanges were its shares are listed. AUDIT COMMITTEE: This Committee was created as a body with no executive functions, which purpose is to provide the Company’s Board of Directors with assistance in overseeing the financial statements, as well as in the task of controlling Grupo Financiero Galicia and its subsidiaries and companies it owns a stake in. This Committee complies with the provisions set forth by Capital Markets Law No. 26831 and regulations issued by the CNV, which require that companies that make a public offering of shares should form an Audit Committee, and develop a charter with regulations for its operation Furthermore, it is worth noting this Committee has been created in compliance with the requirements of the Sarbanes-Oxley Act. Among the activities it carries out, the following are worth noting: the annual planning of the Committee’s activities and the allocation of means for its operation; the evaluation on the independence, working plans and performance of External Audit and the assessment of plans and performance of Internal Audit; evaluation of the internal control in force at the Company (which, furthermore, complies with the provisions of Section 404 of the Sarbanes-Oxley Act) and at its main subsidiaries, and, as part of that, the accounting and administrative system’s operation; the assessment on the use of information policies on risk management at the Company’s main subsidiaries; assessment on the reliability of financial information submitted to the regulators and markets where the Company lists its shares; evaluation of standards of conduct through the analysis of legal and regulatory provisions being in force and set forth in the Code of Ethics established by the Company, mainly with regard to transparency, conflict of interests, reliability and the appropriate disclosure of accounting information and other significant events, as well as the protection of the Company’s net worth; the analysis of related party transactions for the cases established by Capital Markets Law No. 26831; and the analysis of whether conditions are reasonable and of compliance with the General Program for the Issuance of Negotiable Obligations outstanding. 46 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Supervisory Syndics’ Committee In line with what is set forth in the Corporations Law, corporate bylaws provide for a Supervisory Syndics' Committee consisting of three regular members (syndics) and three alternate members (alternate syndics). In accordance with the applicable Argentine law, the Supervisory Syndics' Committee is responsible for controlling the Company's management, for which its members examine books and documentation when they deem it convenient and at least every three months. At least one of the members attends the meetings of the Board of Directors. Unlike directors, syndics and alternate syndics cannot have management functions. The syndics are responsible for, among other things, preparation of a report to shareholders analyzing the Company’s financial statements and Annual Report for each fiscal year. Alternate syndics act in the temporary or permanent absence of a syndic. The syndics and the alternate syndics are elected for a one-year term by the shareholders at their Annual General Meeting. Compensation Policy for Directors and Officers The policy for compensation applied by Grupo Financiero Galicia and its controlled companies is, essentially, the same, and it consists in arranging salary levels in order of importance based on a system that describes and assesses tasks by factors (Hay System). The purpose is to pay compensation amounts similar to those observed in the domestic market for functions with the same hierarchy and responsibilities. Managers receive a fixed compensation and may receive a variable fee based on individual performance. This policy for compensation envisages the possibility of having access to retirement insurance and there are no option plans. Independent directors and members of the Audit Committee are paid a fix fee based on the functions they carry out. Compensation for the members of the Board of Directors shall be considered by the Shareholders’ Meeting once the fiscal year has ended. Policy on Dividends Grupo Financiero Galicia’s policy for the distribution of dividends envisages the following, among other factors: (i) the obligatory nature of establishing a legal reserve, (ii) the company’s financial condition and its indebtedness, (iii) the requirements of controlled companies, and (iv) that the profits recorded in the financial statements are realized and liquid profits, a requirement of Section 68 of the Corporations Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the Shareholders' Meeting that discusses the Financial Statements corresponding to each fiscal year. Composition and Functions of Banco Galicia’s Board of Directors The Ordinary Shareholders’ Meeting held on April 29, 2014, fixed the number of directors in seven and in five the number of alternate directors. Grupo Financiero Galicia Annual Report Fiscal Year 2014 47 The composition of the Board of Directors is as follows: Name Sergio Grinenco Pablo Gutierrez Guillermo J. Pando Luis M. Ribaya Raúl H. Seoane Pablo M. Garat (1) Ignacio A. González (1) Enrique García Pinto (2) C. Enrique Martin Juan C. Fossatti (2) Augusto R. Zapiola Macnab Oscar J. Falleroni (2) Position Chairman Vice-Chairman Secretary Director Director Director Director Director Alternate Director Alternate Director Alternate Director Alternate Director Alternate Director Expiration of Term 12/31/2014 12/31/2016 12/31/2014 12/31/2016 12/31/2016 12/31/2015 12/31/2015 12/31/2015 12/31/2014 12/31/2014 12/31/2015 12/31/2015 (1) In accordance with National Securities Commission (CNV) regulations, and pursuant to the criteria adopted by said entity, Messrs. Pablo M. Garat and Ignacio A. González are Independent Directors. (2) In accordance with CNV regulations, and pursuant to the criteria adopted by the CNV, Messrs. Enrique García Pinto, Augusto R. Zapiola Macnab and Juan Carlos Fossati are Independent Alternate Directors. They shall replace the Independent Directors in the case of a vacancy. Banco Galicia’s Board of Directors formally meets at least twice a week and informally every day, is in charge of Banco Galicia's general management and takes all the necessary decisions to fulfill said task. Members of Banco Galicia’s Board of Directors also serve in the following committees: RISK MANAGEMENT COMMITTEE: This Committee is composed of five Directors, the Chief Executive Officer, the Managers of the Risk Management Division and Planning Division and the Internal Audit Manager. It is in charge of approving risk management strategies, policies, processes and procedures, with the related contingency plans, establishing the specific limits for each risk exposure and approving, when appropriate, the temporary limit excesses and becoming aware of each risk position and compliance with policies. The Committee meets at least once every two months. Its resolutions are summarized in writing in minutes. CREDIT COMMITTEE: This Committee is composed of seven Directors, the Chief Executive Officer and the Managers of the Credit and Risk Management Divisions. The Managers of the Wholesale Banking, Retail Banking and Financial Divisions shall attend the meetings as long as the bank account pending approval by this committee corresponds to any of the abovementioned divisions. It is in charge of approving and granting ratings and loans to customers/groups which risk level is greater than 2.5% of the Bank’s computable regulatory capital as of last December, with annual updating. The Committee meets at least once every week. Approved operations are recorded in signed and dated minutes. ASSET-LIABILITY COMMITTEE (ALCO): Five Directors, the Chief Executive Officer, the Retail Banking Manager, the Wholesale Banking Manager, the Financial Division Manager, the Risk Management Division Manager and the Planning Division Manager are members of this Committee. It is in charge of analyzing the evolution of Banco Galicia’s business from a financial point of view, in regard to fund raising and different assets placement. It is also in charge of the follow-up and control of liquidity, interest rate and currency mismatches. This Committee is in charge of analyzing, together with the business divisions, measures in connection with the management of interest rate, currency and maturity mismatches, with the goal of maximizing financial and foreign-exchange results within risk and capital use policies. 48 Grupo Financiero Galicia Annual Report Fiscal Year 2014 This Committee is also responsible for suggesting changes to these policies, if necessary, to Banco Galicia’s Board of Directors. The Committee meets at least once a month. Its resolutions are summarized in writing in minutes. INFORMATION TECHNOLOGY COMMITTEE: This Committee is composed of three Directors, the Chief Executive Officer, the Comprehensive Corporate Services Division Manager and the IT Department Manager. This Committee is in charge of supervising and approving the development plans of new systems and their budgets, as well as supervising these systems’ budget control. It is also responsible for approving the general design of the systems’ structure, the main processes thereof and the systems implemented, as well as monitoring the quality of the Bank’s systems, within the policies established by Banco Galicia's Board of Directors. The Committee meets at least once every three months. It can hold extraordinary meetings in case there is any issue that requires urgent consideration. Its resolutions are summarized in writing in minutes. AUDIT COMMITTEE: In accordance with the Argentine Central Bank’s regulations, Banco Galicia formed an Audit Committee composed of two Directors and the Internal Audit Manager. This Committee is in charge of supervising the adequacy and conformity, as well as the effective functioning, of the internal control systems so as to reasonably ensure the effectiveness and efficiency of operations, the reliability of accounting and financial information, compliance with the laws and regulations in force and compliance with the goals and the strategy set forth by the Board of Directors. The Committee meets at least once a month. Its resolutions are entered in minutes, which are transcribed in signed books. COMMITTEE FOR THE CONTROL AND PREVENTION OF MONEY LAUNDERING AND FUNDING OF TERRORIST ACTIVITIES: It is composed of two Directors, the Chief Executive Officer, the Manager in charge of the Anti-Money Laundering Unit (UAL), the Internal Audit Manager, and the Managers of the following Divisions: Risk Management, Credit, Financial, Wholesale Banking, Retail Banking and Comprehensive Corporate Services. The Syndics can be invited to attend any meeting called by this Committee. In compliance with the regulations set forth by the Argentine Central Bank, Messrs. Guillermo J. Pando and Raúl H. Seoane, Directors, have been appointed as the Bank’s officers responsible for the control and prevention of money laundering and funding of terrorist activities. Likewise, the Financial Division Manager is the officer in charge of financial intermediation transactions. This Committee is responsible for planning, coordinating and enforcing compliance with the policies on the issue established and approved by Banco Galicia’s Board of Directors. The Committee is scheduled to meet at least once every two months and its resolutions must be registered in a minutes book. DISCLOSURE COMMITTEE: This Committee is composed of five Directors (two of whom are independent ones), the Chief Executive Officer, the Managers of the Planning Division and the Risk Management Division, the Internal Audit Manager, the Accounting Division, the Asset and Liabilities Management, the Institutional Relations Department and Legal Advisory Managers, and the Person in Charge of Market Relations. The Syndics can be invited to attend any meeting called by this Committee. A member of the Committee that was created for the same purpose by Grupo Financiero Galicia also attends the meetings held by this Committee. Likewise, the Committee may call officers from Banco Galicia's different divisions whenever it may deem necessary. This Committee was created to comply with the provisions of the U.S. Sarbanes-Oxley Act. The Committee will meet every three months or as long as there are issues that require consideration. Its resolutions are summarized in writing in minutes. HUMAN RESOURCES COMMITTEE: It is composed of two Directors, the Chief Executive Officer and the Organizational Development and Human Resources Manager. It is in charge of the appointment, transfer, turnover, development, headcount and compensation of the personnel included in salary levels 9 and above (Hay System). It is also in charge of assessing Grupo Financiero Galicia Annual Report Fiscal Year 2014 49 and approving the policies set by Banco Galicia's Board of Directors with regard to incentives, respecting the definitions provided for by the Risk Management Committee, in order to ensure an appropriate risk assumption by the assessed parties. It shall also approve the payment of incentives together with the Managers of the Risk Management and Planning Divisions. The Committee meets every six months or whenever there are issues that require consideration. Its resolutions are summarized in writing in minutes. PLANNING AND MANAGEMENT CONTROL COMMITTEE: This Committee is composed of five Directors, the Chief Executive Officer, the Managers of the Risk Management Division and Planning Division and the Internal Audit Manager. The Syndics can be invited to attend any meeting called by this Committee. It is in charge of analyzing, defining and following up the consolidated balance sheet and income statement, and carrying out the quarterly budgetary follow-up by Division. Furthermore, it is in charge of approving, together with the Organizational Development and Human Resources Manager, compliance levels that shall be used in the assessment of staff and of the budgeted amount for the payment of annual incentives. The Committee meets at least once every month. Its resolutions are summarized in writing in minutes. SEGMENTS AND BUSINESS MANAGEMENT COMMITTEE: This Committee is composed of three Directors, the Chief Executive Officer, the Division Managers, the Department Managers and those officers whose participation is deemed convenient and who are especially called upon. It is in charge of analyzing, defining and following up businesses and segments. The Committee will meet at least once every three months. Its resolutions are summarized in writing in minutes. CRISIS COMMITTEE: This Committee is composed of five Directors and the Chief Executive Officer. The Committee may call those officers whose participation is deemed relevant. It is in charge of evaluating the situation upon facing a liquidity crisis and deciding the steps to be implemented to tackle it. The Committee shall meet when convened by Banco Galicia’s Board of Directors and shall hold sessions as may be required until the liquidity crisis ends. Its resolutions are summarized in writing in minutes. FINANCIAL COMMITTEE – CONSUMER BANKING: This Committee is composed of two Directors, the Chief Executive Officer, the Financial Division and Risk Management Managers, and the Financial Operations and Capital Markets Managers. The Committee is also composed of Tarjetas Regionales S.A.’s Chief Executive Officer and Financial Manager and Compañía Financiera Argentina S.A.’s Financial Manager. The members of the Committee may request the presence of officers from other areas or from the Companies if matters warrant so. It is in charge of analyzing the financial evolution and the funding needs of consumer financing companies, as well as analyzing the portfolio and liquidity evolution and the related policies, and assessing the funding alternatives. It shall meet at least every two months. Its resolutions are summarized in writing in minutes. On a monthly basis, Banco Galicia’s Board of Directors is informed of the actions taken by the Committees, which are written down in minutes. Banco Galicia’s Corporate Organization On August 31, 2009, Mr. Daniel Llambías, accountant, was appointed Banco de Galicia's Chief Executive Officer by decision of the Board of Directors. The Chief Executive Officer is in charge of implementing the strategic goals established by Banco Galicia’s Board of Directors, and coordinating the Managers of the Bank’s Divisions, reporting to Banco Galicia's Board of Directors. 50 Grupo Financiero Galicia Annual Report Fiscal Year 2014 At fiscal year-end, the following Divisions report to Banco Galicia’s Chief Executive Officer: RETAIL BANKING DIVISION: This Division is responsible for designing, planning and implementing the vision, strategies and goals for the Retail Banking’ businesses and for each customer segment and distribution channel. It is as well in charge of the definition and control of this Division’s business goals. The following departments report to this Division: Private Banking, Segments, Products and Publicity, Branches, Operating Supervision of Branches and Planning and Retail Planning. WHOLESALE BANKING DIVISION: This Division is responsible for designing, planning and implementing the vision, strategies and goals for the Wholesale Banking’ businesses and for each customer segment (corporate, medium-sized companies, agricultural companies and public-sector companies) and product. It is as well in charge of the definition and control of this Division’s business goals. The following departments report to this Division: Largecorporations Banking and Middle-market Banking, Agribusiness Sector, Public Sector, Wholesale Products and Marketing, Capital Markets and Investment Banking, and Corporate Banking Centers. FINANCIAL DIVISION: This Division is responsible for planning and managing the correct use of financial resources and other Treasury’s goals, providing the appropriate funding for Banco Galicia’s businesses, establishing and applying the Bank’s deposit-raising and funding policies within the parameters established by Banco Galicia’s risk policies. It also manages short-term resources and the investment portfolio, ensuring the correct conduction of transactions. The following departments report to this Division: Asset and Liabilities Management, Financial Operations, Banking Relations and Information Support and Management. RISK MANAGEMENT DIVISION: The Division is responsible for analyzing risks in all of its areas: financial, operational, credit, reputational and strategic, ensuring compliance with internal policies and applicable regulations; keeping Banco Galicia’s Board of Directors abreast of the risks to which the Bank is exposed and proposing the coverage thereof; and designing and proposing policies and procedures for risk control and mitigation, administering the process that shall be used to assess the relationship between own resources available and resources necessary to maintain an appropriate risk profile. The following departments report to this Division: Wholesale Risk, Retail Risk, Consumer Risk, Financial Risk, Operational Risk and Development and Administration of Models. CREDIT DIVISION: This Division is responsible for developing and proposing the strategies for credit and credit-granting policies, as well as managing and monitoring credit origination processes, follow-up and control thereof, and the recovery of past-due loans. This aims at ensuring the quality of the loan portfolio, cost and time efficiency, and recovery optimization, thus minimizing loan losses and optimizing efficiency in processes and business credit granting. The following departments report to this Division: Credit Analysis, Corporate Credit Approval, Consumer Credit, Consumer Credit Recovery, Portfolio Recovery and Credit Strategy and Planning. COMPREHENSIVE CORPORATE SERVICES DIVISION: This Division is responsible for designing, planning and implementing the strategies for the IT, Organization, Operations, Purchase of Goods and Services and Infrastructure Divisions, and the maintenance thereof. It is as well in charge of Banco Galicia’s physical safety and information, with the purpose of ensuring and maintaining the logistic support for its operations and activities. The following departments report to this Division: Operations, IT, Organization, Engineering and Maintenance, Information Security and Management and Security. Grupo Financiero Galicia Annual Report Fiscal Year 2014 51 ORGANIZATIONAL DEVELOPMENT AND HUMAN RESOURCES DIVISION: This Division is in charge of designing, planning and implementing Human Resources strategies, as well as defining and controlling management goals of Banco Galicia’s human resources with the purpose of ensuring homogeneous practices, availability of qualified and motivated personnel and a proper work environment. The following departments report to this Division: Human Resources Management, Human Resources Advisory, Internal Communications and Culture, Talent Management, Compensations, Quality Assurance and Sustainability. STRATEGIC PLANNING DIVISION: This Division is responsible for planning, coordinating and controlling the development and maintenance of budget, management planning and control, and accounting and tax activities. The following departments report to this Division: Accounting, Tax Advisory, Management Control, Efficiency Control, Research and Consolidation and Analysis. LEGAL ADVISORY DEPARTMENT DIVISION: This Department Division is responsible for providing advisory services and determining the steps to be taken for Banco Galicia’s business conduction under the regulations in force, with the purpose of ensuring the legitimacy thereof and avoiding loss of rights, indemnifications and/or penalties. INSTITUTIONAL RELATIONS DEPARTMENT DIVISION: This Department Division is responsible for creating and proposing institutional communication strategies and managing and controlling press activities, as well as developing the institutional image, providing advice to the different areas. It is as well responsible for planning, preparing, coordinating, controlling and submitting financial information to institutional investors, both domestic and international analysts and credit rating companies. It also assesses the materials published by analysts, carrying out a follow-up of their opinions, as well as those of shareholders and investors in general. The following department divisions report to Banco Galicia’s Board of Directors: INTERNAL AUDIT DEPARTMENT DIVISION: This Department Division is responsible for assessing and monitoring the effectiveness, conformity and efficiency of internal control systems with the purpose of ensuring compliance with applicable laws and regulations. ANTI-MONEY LAUNDERING UNIT DEPARTMENT DIVISION: This Department Division is responsible for coordinating and monitoring compliance with the policies established by Banco Galicia's Board of Directors on control and prevention of money laundering and funding of terrorist activities in order to minimize reputational risks, thus ensuring compliance with applicable regulations and international standards. COMPLIANCE DIVISION: Its mission is to ensure compliance with applicable laws, regulations and internal policies of the Bank, coordinating the appropriate tasks to avoid the imposition of penalties due to legal or regulatory violations and the suffering of financial or reputational losses. Banco Galicia’s Supervisory Syndics’ Committee Banco Galicia’s Bylaws provide for a Supervisory Syndics' Committee consisting of three Regular Syndics and three Alternate Syndics. Pursuant to the Corporations Law and the Argentine Central Bank regulations, the regular and alternate Members of the Supervisory Syndics’ Committee are responsible for controlling that Banco Galicia’s administration is in accordance with applicable regulations. Syndics and Alternate Syndics do not partake in business management and cannot have managerial functions of any kind. They are in charge, among other tasks, of the preparation of a report to the shareholders regarding the financial statements for each fiscal year. The Syndics and the Alternate Syndics are elected at the 52 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Annual Ordinary Shareholders’ meeting for a one-year term, and they can be reelected. Alternate Syndics act in the temporary or permanent absence of one or more Syndics. Policy for Compensation of Directors and Officers of Banco Galicia Banco Galicia's Bylaws set forth that the Shareholders’ Meeting can establish that an incentive compensation be paid to Banco Galicia’s Board of Directors, when applicable, in the amount approved by the Shareholders' Meeting. Such amount cannot exceed six percent (6%) of the Bank's net income before income tax or any other tax that may replace it. Section 25, sub-section 2, of Banco Galicia’s Bylaws establishes that one of the powers and duties of Banco Galicia’s Board of Directors is to determine, whenever it so deems convenient to corporate interests, whether its members shall perform technical or administrative duties within the Company and receive remuneration for such activities, with such remuneration having to be reported at the Shareholders’ Meeting. In such cases, compensation for the relevant directors set by the Shareholders’ Meeting shall be charged to general expenses. Banco Galicia's Board of Directors sets the policy for compensation of the Bank’s personnel. Managers receive a fixed compensation and they may also receive a variable compensation based on their performance. Five of the Directors are Banco Galicia’s employees, and they establish institutional policies and control the execution thereof. Therefore, they receive fixed compensation and are entitled to variable compensation based on their performance, provided that these additional payments do not exceed the standard payments made by similar entities in the Argentine financial system, a provision that is applicable to Managers as well. The policy for compensation envisages the possibility of having access to retirement insurance. The Bank does not maintain any options plans. The Shareholders’ Meeting must approve the compensation of Banco Galicia’s Board of Directors after the close of the fiscal year. During the fiscal year, provisions were established to cover the variable compensations of Banco Galicia’s Board of Directors and managers for the fiscal year. Grupo Financiero Galicia Annual Report Fiscal Year 2014 53 Management’s Discussion and Analysis Selected Financial Information Consolidated Assets and Liabilities Income Statement Risk Management Credit Risk Financial Risks Operational Risk Regulatory Capital Capital and Reserves and Proposed Distribution of Profits 54 Grupo Financiero Galicia Annual Report Fiscal Year 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS In the following analysis of Grupo Financiero Galicia S.A.'s financial condition and results of operations, data for Grupo Financiero Galicia S.A. is consolidated, on a line-by-line basis, with the financial statements of the companies it controls directly or indirectly, as explained in the Notes to the Consolidated Financial Statements, unless there is clarification to the contrary. Grupo Financiero Galicia’s consolidated financial statements, as well as the figures expressed in the tables in this report, correspond to Grupo Financiero Galicia S.A., Banco de Galicia y Buenos Aires S.A. consolidated(1), Net Investment S.A., Galicia Warrants S.A., Sudamericana Holding S.A. and its subsidiaries, and Galicia Administradora de Fondos. Due to the fact that Banco de Galicia y Buenos Aires S.A. is Grupo Financiero Galicia’s main equity investment, a financial institution subject to the Argentine Central Bank Regulations, and pursuant to the regulations of the CNV (text amended in 2013), the Company has adopted the valuation and disclosure criteria applied by Banco de Galicia y Buenos Aires S.A., which in some significant aspects differ from Argentine GAAP. By means of Communiqué “A” 3671 dated July 25, 2002, the Argentine Central Bank established that, for the valuation of foreign currency balances, financial institutions had to use the reference exchange rate published by the Argentine Central Bank. Therefore, all assets and liabilities in foreign currency were valued using that exchange rate which, at the end of fiscal year 2012, was of Ps. 4.9173 per U.S. Dollar, at the end of fiscal year 2013 was of Ps. 6.5180 per U.S. Dollar, and at the end of fiscal year 2014 was of Ps 8.5520 per U.S. Dollar. Grupo Financiero Galicia’s fiscal year closes every December 31, as well as the fiscal year of the companies it controls either directly or indirectly, except for Sudamericana Holding S.A. and its subsidiaries, whose fiscal year closes every June 30. (1) Banco de Galicia y Buenos Aires S.A. consolidates its financial statements with Banco Galicia Uruguay S.A. (under liquidation proceedings), Galicia Cayman S.A. (until September 30, 2014, and merged with the Bank from October 1), Tarjetas Regionales S.A. and its subsidiaries, Tarjetas del Mar S.A., Galicia Valores S.A., Galicia Administradora de Fondos (until March 31, 2014, since in April it was sold to Grupo Financiero Galicia), Compañía Financiera Argentina S.A. and Cobranzas & Servicios S.A. Grupo Financiero Galicia Annual Report Fiscal Year 2014 55 SELECTED FINANCIAL INFORMATION In millions of Pesos, except as stated otherwise 2014 2013 December 31, 2012 19,860 13,076 9,129 10,321 6,170 3,941 9,539 6,906 5,188 2,411 1,776 1,347 5,699 4,239 3,200 1,238 905 652 9,221 7,428 5,774 (230) (209) (186) 213 124 117 503 295 275 5,330 3,056 2,125 1,992 1,232 789 3,338 1,824 1,336 16,959 12,560 8,345 10,010 3,987 3,627 66,608 55,265 42,593 107,314 83,156 63,458 64,666 51,395 39,945 32,402 24,814 18,643 10,246 6,947 4,870 92,510 69,844 54,416 12.11 11.74 11.42 Consolidated Income Statement Financial Income Financial Expenses Net Financial Income Provision for Loan Losses Net Income from Services Income from Insurance Activities Administrative Expenses Minority Interest Income (Loss) from Equity Investments Miscellaneous Income / (Loss), Net Income Before Taxes Income Tax Net Income Consolidated Balance Sheet Cash and Due from Banks Government and Corporate Securities Loans, Net Assets Deposits Other Liabilities (1) Shareholders’ Equity Average Assets Balance Sheet Items Denominated in Foreign Currency (%) Assets Liabilities 13.61 13.71 14.29 (1) It includes, mainly, debts with stores due to purchase transactions, liabilities with other international banks and entities, and debt securities. 56 Grupo Financiero Galicia Annual Report Fiscal Year 2014 SELECTED FINANCIAL INFORMATION (cont.) In millions of Pesos, except as stated otherwise Selected Ratios (%) Profitability and Efficiency Net Yield on Average Interest-Earning Assets (1) Financial Margin (2) Interest Spread, Nominal Basis (3) Return on Average Assets (4) Return on Average Shareholders’ Equity (5) Administrative Expenses as a Percentage of Net Operating Income (6) Net Income from Services as a Percentage of Net Operating Income(6) Net Income from Services as a Percentage of Administrative Expenses Capital Shareholders' Equity as a Percentage of Total Assets Tangible Shareholders' Equity(7) as a Percentage of Total Assets Total Liabilities as a Multiple of Shareholders' Equity Liquidity Cash and Due from Banks as a Percentage of Total Deposits Loans, Net, as a Percentage of Total Assets Loan Portfolio Quality Past-due Loan Portfolio(8) as a Percentage of Total Loans Non-accrual Portfolio(9) as a Percentage of Loans to the Private Sector Allowance for Loan Losses as a Percentage of Total Loans (Excluding Interbank Loans) Non-accrual Loan Portfolio (9) as a Percentage of Total Loans (Excluding Interbank Loans) Allowance for Loan Losses as a Percentage of Non-accrual Loans(9) Inflation and Exchange Rate Wholesale Inflation (10) (11) Exchange Rate Variation (12) CER (13) (1) (2) (3) (4) (5) (6) December 31, 2012 2014 2013 14.42 % 13.56 10.13 3.85 39.07 60.51 37.40 61.80 13.77 % 12.75 10.43 2.91 32.47 66.65 38.03 57.07 14.14 12.11 11.38 2.80 32.12 68.84 38.15 55.42 % 9.55 % 7.87 9.47 x 8.35 % 6.63 10.97 x 7.67 5.96 12.03 % 24.44 66.46 20.89 67.12 % % 26.23 62.07 2.61 % 3.57 2.69 % 3.57 2.53 3.37 3.79 3.76 3.94 3.59 3.62 3.40 105.78 103.80 115.85 x 28.27 % 14.76 % 13.13 % 31.21 32.55 14.27 24.34 10.53 10.55 Net interest earned divided by average interest-earning assets (average interest-bearing assets). For a description of net interest earned, see the “Interest-Earning Assets-Net Yield and Spread” table. Financial Income less Financial Expenses divided by average interest-earning assets. It represents the difference between the average nominal interest rates earned on interest-earning assets and the average nominal interest rates paid on interest-bearing liabilities. Net Income plus Minority Interests, divided by Average Total Assets. Net Income divided by Average Shareholders' Equity. Net Operating Income: Financial Income minus Financial Expenses plus Net Income from Services. (7) (8) (9) (10) Tangible Shareholders’ Equity is defined as Shareholders’ Equity minus Intangible Assets. Past-due loans consist of principal or interest amounts which have been 91 days or more past due. For a description of non-accrual loans, see “Risk Management - Credit Risk - Asset Quality of the Loan Portfolio”. In accordance with the variation of the Domestic Wholesale Price Index in Argentina (the WPI, or IPIM as per its initials in Spanish). (11) Source: Instituto Nacional de Estadística y Censos (Argentine Institute of Statistic and Census, INDEC). (12) Variation of the exchange rates of the Peso vis-à-vis the U.S. Dollar. (13) Reference Stabilization Coefficient (Coeficiente de Estabilización de Referencia, based on the CPI). Grupo Financiero Galicia Annual Report Fiscal Year 2014 57 Physical Data 2014 2013 December 31, 2012 5,374 5,487 5,734 5,232 5,668 6,109 1,112 1,170 1,233 242 224 193 16 13 14 36 41 44 12,012 12,603 13,327 261 261 257 207 204 198 59 59 59 527 524 514 Deposit Accounts Banco de Galicia y Bs. As. S.A. Compañía Financiera Argentina S.A. 2,849,895 2,618,269 2,437,269 156,533 149,390 159,811 Total Deposit Accounts 3,006,428 2,767,659 2,597,080 Employees Banco de Galicia y Bs. As. S.A. Regional Credit-card Companies Compañía Financiera Argentina S.A. Sudamericana Holding S.A. Galicia Administradora de Fondos S.A. Other Companies Total Employees Branches Banco de Galicia y Bs. As. S.A. Regional Credit-card Companies Compañía Financiera Argentina S.A. Total Branches CONSOLIDATED ASSETS AND LIABILITIES Assets The structure and main components of Grupo Financiero Galicia’s consolidated assets as of December 31, 2014, and as of the same date of the two previous years were as follows: Assets 2014 In millions of Pesos Cash and Due from Banks Government and Corporate Securities Loans, Net Other Assets Total 16,959 10,010 66,608 13,737 107,314 % 15.8 9.3 62.1 12.8 100.0 2013 12,560 3,987 55,265 11,344 83,156 % 15.1 4.8 66.5 13.6 100.0 December 31, 2012 % 8,345 3,627 42,593 8,893 63,458 13.2 5.7 67.1 14.0 100.0 Cash and Due from Banks The item “Cash and Due from Banks” includes cash for Ps. 4,369 million, balances held at the Argentine Central Bank for Ps. 12,466 million and balances held in correspondent banks for Ps. 124 million. The balance held at the Argentine Central Bank is computable for meeting the minimum cash requirements. Government and Corporate Securities The following table shows the components of the item “Government and Corporate Securities” in terms of cash holdings and net position (cash holdings plus forward purchases and spot purchases pending settlement, less forward sales and spot sales pending settlement). 58 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Government and Corporate Securities – Holdings and Net Position December 31, 2014 Spot Transactions Pending Settlement Forward Transactions Holdings In millions of Pesos Government Securities Holdings Recorded at Cost plus Yield Pesos U.S. Dollars Holdings Recorded at Fair Market Value Pesos U.S. Dollars Instruments issued by the Argentine Central Bank Pesos Total Government Securities Listed and Unlisted Corporate Debt Securities Total Government and Corporate Securities (1) They include securities used as collateral. (2) They include government securities deposits. Purchases (1) Sales(2) Purchases Net Position Sales 30 287 - - - - 30 287 1,480 966 21 - (90) - 5 2 (1) (35) 1,415 933 7,247 10,010 10,010 465 486 486 (16) (106) (106) 94 101 101 (76) (112) (112) 7,714 10,379 10,379 As of December 31, 2014, the Company’s net position in government and corporate securities amounted to Ps. 10,379 million. The amount of government securities at cost plus yield issued in Pesos, for Ps. 30 million, mainly corresponds to provincial debt securities. In U.S. Dollars, the amount stands at Ps. 287 million, and mainly corresponds to debt securities of the province of Entre Ríos and Bono Argentino de Ahorro para el Desarrollo Económico (BAADE - Argentine Bond for Economic Development). The net position of government securities measured at fair market value in Pesos corresponds, mainly, to National Government Bonds due 2016, 2017 and 2019, for Ps. 374 million, Ps. 785 million and Ps. 190 million, respectively. In U.S. Dollars, the position includes debt securities of the provinces of Neuquén, Chubut, Buenos Aires and Mendoza, among others. In turn, the position for securities issued by the Argentine Central Bank includes Lebac for Ps. 7,714 million. Loans As of December 31, 2014, total consolidated loans amounted to Ps. 66,608 million and, representing 62.1% of total assets, continued to be the Company’s most important asset. The category “Loans, Net” in the “Assets” table was made up of the following as of the indicated dates: Loans, Net In millions of Pesos 2014 To the Non-Financial Public Sector To the Financial Sector To the Non-Financial Private Sector Residents Abroad Total 2013 December 31, 2012 15 13 26 191 627 354 66,141 54,038 41,934 261 587 279 66,608 55,265 42,593 For more information, see “Risk Management-Credit Risk”. Grupo Financiero Galicia Annual Report Fiscal Year 2014 59 Other Assets The category “Other Assets” mainly includes the following items: Other Assets In millions of Pesos 2014 2013 December 31, 2012 Other Receivables Resulting from Financial Brokerage Receivables from Financial Leases Equity Investments in Other Companies Miscellaneous Receivables Bank Premises and Equipment, Miscellaneous Assets and Intangible Assets Others (1) 6,798 5,696 4,418 1,048 1,128 849 52 89 76 1,760 1,162 935 3,759 3,062 2,462 320 207 153 13,737 11,344 8,893 Total (1) It includes, among others, assets related to the insurance activity. Exposure to the Argentine Public Sector As of December 31, 2014, Grupo Financiero Galicia’s total exposure to the public sector amounted to Ps. 11,261 million. Not taking into consideration the debt securities issued by the Argentine Central Bank, the exposure amounted to Ps. 3,547 million, equal to 3.3% of total assets. As of December 31, 2013, such exposure amounted to Ps. 2,861 million, representing 3.4% of total assets. The increase in exposure to the public sector during the last twelve months was due to the purchase of government securities, among them National Government Bonds due 2016, 2017 and 2019. Exposure to the Public Sector(*) In millions of Pesos Government Securities – Net Position Held for Trading Bonar 2015 Lebac - Nobac Loans Secured Loans and Other Loans Other Receivables Resulting from Financial Brokerage Participation Certificates and Trust Securities Others Total 2014 2013 December 31, 2012 10,379 4,298 3,995 2,665 1,351 186 - 392 558 7,714 2,555 3,251 15 13 26 15 13 26 867 1,105 1,001 830 1,079 997 37 26 4 11,261 5,416 5,022 (*) It does not include deposits with the Argentine Central Bank, since these are assets through which the Bank complies with the minimum cash requirements set up by such entity. Exposure to the Private Sector The following table shows Banco Galicia’s total exposure to the private sector. Such caption includes all the balance sheet and memorandum account items that represent a credit exposure to the private sector: Loans, receivables from financial leases, debt securities and other financing, such as guarantees granted and unused balances of loans granted, as well as current balances at the dates indicated of loans duly transferred to the different trusts. 60 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Exposure to the Private Sector In millions of Pesos Loans Receivables from Financial Leases Securities Other Financing (1) Total Loans Trust Assets(2) Total 2014 2013 December 31, 2012 69,208 1,066 724 7,877 57,408 1,150 888 6,355 44,303 867 186 5,824 78,875 65,801 51,180 141 79,016 65,801 51,180 (1) It includes guarantees granted, unused balances of loans granted and some items under Other Receivables Resulting from Financial Brokerage. (2) CFA Trust I Financial Trust. As of December 31, 2014, the Bank’s total exposure to the private sector amounted to Ps. 79,016 million, an annual increase of 20%. Total loans include Ps. 16,104 million corresponding to regional credit-card companies and Ps. 3,016 million corresponding to CFA. In 2014, loans to the private sector grew mainly in large corporations (32%, equivalent to Ps. 2,082 million), individuals (24%, equivalent to Ps. 7,661 million) and small- to medium-sized companies (PyMES) (14%, equivalent to Ps. 2,450 million). As regards economic sectors, the growth of loans granted to the consumer sector (25%, equivalent to Ps. 8,027 million), the manufacturing industry (20%, equivalent to Ps. 1,535 million) and the agricultural and livestock sector (14%, equivalent to Ps. 1,018 million) is worth noting. (See “Risk Management - Credit Risk – Loan Portfolio”). Funding and Liabilities The main sources of funds are deposits from the private sector, lines of credit extended by local banks and entities, international banks and multilateral credit agencies, repo transactions mainly related to government securities, mid- and long-term debt securities placed in the international capital market and debts with stores due to credit card transactions. The structure and main components of Banco Galicia’s consolidated liabilities as of December 31, 2014, and as of the end of the two previous fiscal years were as follows: Grupo Financiero Galicia Annual Report Fiscal Year 2014 61 Liabilities and Shareholders’ Equity 2014 In millions of Pesos Deposits Checking Accounts Savings Accounts Time Deposits Others Other Interest, Exchange Rate Differences Payable and CER Adjustment Credit Lines Subordinated and Unsubordinated Debt Securities Other Liabilities (3) Shareholders’ Equity Total (1) 2013 % December 31, 2012 % 64,666 15,755 16,897 30,730 722 60.3 14.7 15.8 28.6 0.7 51,395 12,394 11,801 26,185 574 61.8 14.9 14.2 31.5 0.7 39,945 9,916 9,478 19,694 577 62.8 15.6 14.9 31.0 0.9 562 1,848 0.5 1.7 441 2,153 0.5 2.5 280 2,111 0.4 3.4 7 1,113 727 1.0 0.7 6 1,462 685 1.7 0.8 4 1,133 546 1.8 0.9 1 10,176 20,378 10,246 9.5 19.0 9.5 7,612 15,048 6,947 9.2 18.1 8.4 428 5,467 11,065 4,870 0.7 8.6 17.5 7.7 (1) Argentine Central Bank Local Banks(2) International Banks and Credit Entities Repurchase Agreement and Reverse Repurchase Agreement Transactions % 107,314 100.0 83,155 100.0 63,458 100.0 (1) Each item includes principal, interest accrued, exchange rate differences and premiums payable, as well as CER adjustment, where applicable. (2) It includes credit line granted by the IDB (Inter-American Development Bank) through the Secretariat of Industry and Commerce. (3) It includes debts with stores due to credit card transactions, collections on account of third parties in Pesos and U.S. Dollars, miscellaneous obligations and allowances, among others. Deposits As of December 31, 2014, total consolidated deposits amounted to Ps. 64,666 million, representing 60.3% of total funds (including shareholders’ equity). During the fiscal year, total consolidated deposits increased 25.8%, mainly as a consequence of the 26.8% increase in deposits from the private sector of Banco Galicia. Maturity of Deposits as of December 31, 2014, pursuant to their Term (1) U.S. Dollardenominated % of Amount Total Peso-denominated In millions of Pesos % of Total Amount Checking Accounts and Other Demand Deposits Savings Accounts Time Deposits Maturing Total % of Total Amount 15,755 26.6 - - 15,755 24.6 14,088 23.8 2,809 58.3 16,897 26.4 28,811 48.6 1,919 39.8 30,730 47.9 8,161 13.8 694 14.4 8,855 13.8 From 31 to 59 days 11,862 20.0 299 6.2 12,161 19.0 From 60 to 89 days 4,334 7.3 237 4.9 4,571 7.1 From 90 to 179 days 2,571 4.3 343 7.1 2,914 4.6 From 180 to 365 days 1,288 2.2 317 6.6 1,605 2.5 595 1.0 29 0.6 624 0.9 628 1.0 94 1.9 722 1.1 373 0.6 83 1.7 456 0.7 From 31 to 59 days - - - - - - From 60 to 89 days - - - - - - 2 - - - 2 - From 180 to 365 days 136 0.2 - - 136 0.2 More than 365 days 117 0.2 11 0.2 128 0.2 59,282 (1) Only Principal. It does not include CER adjustment or else interest. 100.0 4,822 100.0 64,104 100.0 Up to 30 days More than 365 days Other Deposits Maturing Up to 30 days From 90 to 179 days Total The above-mentioned chart shows that the highest concentration of maturities for time deposits was in the terms up to 59 days, representing 68.4% of total time deposits. At fiscal 62 Grupo Financiero Galicia Annual Report Fiscal Year 2014 year-end, the average term for the raising of non-adjusted Peso- and U.S. Dollar-denominated time deposits was approximately 43 days. U.S. Dollar-denominated deposits, for Ps. 4,822 million, represented 7.5% of total deposits. Local Banks and Entities As of December 31 2014, credit lines granted by local banks and entities amounted to Ps. 1,113 million. This amount (principal plus interest) mainly corresponds to Ps. 1,036 million for financing received from local banks by the regional credit-card companies, Ps. 3 million for call loans received by the Bank and the regional credit-card companies, Ps. 61 million received from the BICE, and Ps. 13 million for the credit line granted by the IDB through the Secretariat of Industry and Commerce. International Banks and Credit Entities As of December 31, 2014, loans granted by international banks and credit entities amounted to Ps. 727 million. This amount (principal plus interest) represents U.S. Dollar-denominated debt subject to foreign law, of which, mainly, Ps. 322 million correspond to a credit line granted by the IDB through the Secretariat of Industry and Commerce, Ps. 190 million correspond to prefinancing and foreign trade transactions, Ps. 58 million correspond to a credit line received from the IFC, Ps. 14 million to debt with international banks and credit entities, Ps. 80 million received from the FMO, and Ps. 63 million received from Proparco. Debt Securities The following table shows the Bank’s consolidated debt securities as of December 31, 2014: Debt Securities (*) In millions of Pesos, except for rates (%) Currenc y Maturity Date Annual Interest Rate (%) Balances as of 12.31.2014 Grupo Financiero Galicia - Class V Series I Negotiable Obligations (1) Pesos 07-31-2015 Badlar + 425 b.p. - Class V Series II Negotiable Obligations (2) Pesos 01-31-2017 Badlar + 525 b.p. 78 - Class VI Series I Negotiable Obligations (3) Pesos 04-23-2016 Badlar + 325 b.p. 140 Pesos 10-23-2017 Badlar + 425 b.p. 110 05-04-2018 8.75% 2,555 01-01-2019 16.00% 1,913 Past due - - Class VI Series II Negotiable Obligations (4) 102 Banco de Galicia - Class I Negotiable Obligations - Subordinated Negotiable Obligations - Others U.S. Dollars U.S. Dollars U.S. Dollars (5) (6) (7) 7 Tarjetas Cuyanas - Class XII Series II Negotiable Obligations (8) Pesos 05-07-2015 Badlar + 420 b.p. 172 - Class XIII Series I Negotiable Obligations (9) Pesos 08-17-2015 Badlar + 400 b.p. 174 Pesos 05-16-2015 Badlar + 300 b.p. 54 Pesos 05-16-2016 Badlar + 415 b.p. 144 Pesos 08-03-2015 Badlar + 240 b.p. 133 Pesos 08-01-2016 Badlar + 340 b.p. 117 Pesos 10-31-2015 Badlar + 315 b.p. 156 Pesos 10-31-2016 Badlar + 400 b.p. 114 U.S. Dollars 01-28-2017 9.00% Pesos 02-09-2015 Badlar + 375 b.p. 115 Pesos 06-04-2015 Badlar + 450 b.p. 152 - Class XIV Series I Negotiable Obligations (10) - Class XIV Series II Negotiable Obligations (11) - Class XV Negotiable Obligations (12) (13) - Class XVI Negotiable Obligations - Class XVII Negotiable Obligations - Class XVIII Negotiable Obligations (14) (15) Tarjeta Naranja - Class XIII Negotiable Obligations (16) - Class XXII Series II Negotiable Obligations - Class XXIII Series II Negotiable Obligations (17) (18) 1,715 Grupo Financiero Galicia Annual Report Fiscal Year 2014 63 Debt Securities (*) In millions of Pesos, except for rates (%) (19) - Class XXIV Series I Negotiable Obligations (20) - Class XXIV Series II Negotiable Obligations (21) - Class XXV Series I Negotiable Obligations Balances as of 12.31.2014 Currenc y Maturity Date Annual Interest Rate (%) Pesos 08-26-2015 Badlar + 400 b.p. 170 Pesos 02-26-2017 Badlar + 500 b.p. 33 Pesos 04-30-2015 Badlar + 289 b.p. 80 - Class XXV Series II Negotiable Obligations (22) Pesos 04-30-2016 Badlar + 415 b.p. 164 - Class XXVI Series I Negotiable Obligations (23) Pesos 07-11-2015 Badlar + 260 b.p. 138 - Class XXVI Series II Negotiable Obligations (24) Pesos 07-11-2016 Badlar + 399 b.p. 160 - Class XXVII Series I Negotiable Obligations (25) Pesos 10-03-2015 Badlar + 272 b.p. 164 Pesos 10-03-2016 Badlar + 395 b.p. 150 124 - Class XXVII Series II Negotiable Obligations (26) Compañía Financiera Argentina S.A. - Class X Series II Negotiable Obligations (27) Pesos 04-17-2015 Badlar + 425 b.p. - Class XI Series I Negotiable Obligations (28) Pesos 01-11-2015 Badlar + 297 b.p. 50 147 - Class XI Series II Negotiable Obligations (29) Pesos 10-16-2015 Badlar + 430 b.p. - Class XII Series I Negotiable Obligations (30) Pesos 06-20-2015 Badlar + 247 b.p. 50 - Class XII Series II Negotiable Obligations (31) Pesos 09-24-2016 Badlar + 400 b.p. 199 - Class XIII Series I Negotiable Obligations (32) Pesos 09-05-2015 27.50% 128 Pesos 12-09-2016 Badlar + 440 b.p. - Class XIII Series II Negotiable Obligations (33) Total (*) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) (26) (27) (28) (29) (30) (31) (32) (33) 75 9,783 Only principal (it does not include interest), net of eliminations when appropriate. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 425 b.p. Principal shall be fully paid upon maturity, on July 31, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 525 b.p. Principal shall be fully paid upon maturity, on January 31, 2017. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 325 b.p. Principal shall be fully paid upon maturity, on April 23, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 425 b.p. Principal shall be fully paid upon maturity, on October 23, 2017. Interest shall be paid in cash, semiannually in arrears. Fixed rate of 8.75%. Principal shall be fully paid upon maturity, on May 4, 2018. Interest payable in cash: 6% per annum from January 1, 2004 until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. The annual interest rate will increase to 11% from that date until (but not including) January 1, 2019. Interest paid on additional subordinated negotiable obligations due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal is payable in full on January 1, 2019, unless the securities are previously redeemed at par plus accrued but unpaid interest and additional amounts, if any, in whole or in part, at the Bank’s option, at any time. The balance represents debt (9% negotiable obligations due 2003) not tendered by its holders in the exchange offered by the Bank to restructure its foreign debt, which was completed in May 2004. Interest balance amounts to Ps. 8 million. Interest shall be paid on a quarterly basis in arrears. Badlar rate +420 b.p. Principal shall be fully paid upon maturity, on May 7, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 400 b.p. Principal shall be fully paid upon maturity, on August 17, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 300 b.p. Principal shall be fully paid upon maturity, on May 16, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 415 b.p. Principal shall be fully paid upon maturity, on May 16, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 240 b.p. Principal shall be fully paid upon maturity, on August 3, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 340 b.p. Principal shall be fully paid upon maturity, on August 1, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 315 b.p. Principal shall be fully paid upon maturity, on October 31, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 400 b.p. Principal shall be fully paid upon maturity, on October 31, 2016. Interest shall be paid semiannually, in January and July of each year, until maturity. Fixed rate in U.S. Dollars of 9%. Principal shall be paid in 3 equal and annual installments, starting from January 28, 2015 and until maturity on January 28, 2017. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 375 b.p. Principal shall be fully paid upon maturity, on February 9, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 450 b.p. Principal shall be fully paid upon maturity, on June 4, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 400 b.p. Principal shall be fully paid upon maturity, on August 26, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 500 b.p. Principal shall be fully paid upon maturity, on February 26, 2017. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 289 b.p. Principal shall be fully paid upon maturity, on April 30, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 415 b.p. Principal shall be fully paid upon maturity, on April 30, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 260 b.p. Principal shall be fully paid upon maturity, on July 11, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 399 b.p. Principal shall be fully paid upon maturity, on July 11, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 272 b.p. Principal shall be fully paid upon maturity, on October 3, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 395 b.p. Principal shall be fully paid upon maturity, on October 3, 2016. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 425 b.p. Principal shall be fully paid upon maturity, on April 17, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 297 b.p. Principal shall be fully paid upon maturity, on January 11, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 430 b.p. Principal shall be fully paid upon maturity, on October 16, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 247 b.p. Principal shall be fully paid upon maturity, on June 20, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 400 b.p. Principal shall be fully paid upon maturity, on September 24, 2016. Interest shall be paid on a quarterly basis in arrears. Fixed rate of 27.5%. Principal shall be fully paid upon maturity, on September 5, 2015. Interest shall be paid on a quarterly basis in arrears. Badlar rate + 440 b.p. Principal shall be paid in three installments, 33% on June 9, 2016, 33% on September 9, 2016, and 34% on December 9, 2016. From the total debt securities for Ps. 9,783 million at fiscal-year end, Ps. 6,190 million corresponded to the U.S. Dollar-denominated debt pursuant to the following breakdown: Ps. 2,555 million for negotiable obligations issued by the Bank on May 4, 2011, Ps. 1,913 million for subordinated negotiable obligations due 2019, and Ps. 1,715 million for negotiable obligations due 2017 issued by Tarjeta Naranja in January 2011. The difference with the total amount, for Ps. 3,593 million, corresponded to Pesodenominated debt for negotiable obligations issued by Grupo Financiero Galicia, the regional credit-card companies and CFA. 64 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The balance of securities issued in Argentine pesos increased Ps. 1,054 million as compared to 2013 year-end, whereas U.S. Dollar-denominated debt increased Ps. 1,371 million, due to quotation differences. Other Liabilities The category “Other Liabilities” mainly includes the following items: Other Liabilities In millions of Pesos Other Liabilities Resulting from Financial Brokerage Miscellaneous Liabilities (2) Provisions Unallocated Items(3) Other Liabilities (4) Minority Interest in Controlled Companies (1) 2014 2013 December 31, 2012 15,443 11,225 7,891 3,381 2,476 1,774 366 443 468 40 15 9 367 287 221 781 602 702 Total (1) (2) (3) (4) 20,378 15,048 11,065 It mainly includes liabilities with stores in connection with credit-card transactions of Banco Galicia and the regional credit-card companies. It includes balances of tax debt, social security contributions to be deposited and sundry creditors. It mainly includes balances among Banco Galicia’s branches for unallocated items corresponding to funds collected on account of third parties. It includes liabilities related to the insurance activity. INCOME STATEMENT During the fiscal year, Grupo Financiero Galicia's net income amounted to Ps. 3,338 million, representing an 83% increase as compared to income amounting to Ps. 1,824 million in fiscal year 2013. This income was mainly the result of the equity investment in Banco Galicia, which recorded income for Ps. 3,158 million in fiscal year 2014. The increase in income, as compared to fiscal year 2013, was mainly the result of the increase in net operating income(1) (37%), which was higher than administrative expenses (24%), with the subsequent improvement of the efficiency ratio. The increase in net income was accompanied by higher income from insurance activities, which grew 37%. Net operating income for the fiscal year amounted to Ps. 15,238 million, Ps. 4,093 million higher than in 2013. This positive evolution was due to an increase in the net financial income for Ps. 2,633 million (38%) as well as higher net income from services for Ps. 1,460 million (34%). Net earnings per share for the fiscal year were Ps. 2.57, compared to Ps. 1.47 in fiscal year 2013. The return on average assets and the return on average shareholders’ equity for the fiscal year were 3.85% and 39.07%, respectively, whereas in the previous fiscal year they were 2.91% and 32.47%, respectively. In fiscal year 2013, Grupo Financiero Galicia recorded net profits for Ps. 1,824 million, compared to a Ps. 1,336 million profit for fiscal year 2012. The increase in income was primarily due to the sustained increase in the volume of intermediation with the private sector, (1) Net financial income plus net income from services. Grupo Financiero Galicia Annual Report Fiscal Year 2014 65 which was mainly reflected in an increase of Ps 2,757 million in net operating income, offset by increases of Ps. 1,654 million in administrative expenses and Ps. 429 million in provisions for loan losses. Net operating income for the fiscal year 2013 amounted to Ps. 11,145 million, a 33% increase as compared to the Ps. 8,388 million recorded in the previous fiscal year. This positive evolution was due both to a Ps. 1,718 million increase in the net financial income, as well as higher net income from services for Ps. 1,039 million. Financial Income Financial income amounted to Ps. 19,860 million, showing a 52% increase compared to the Ps. 13,076 million recorded in fiscal year 2013. This increase was the result of the increase in the average volume of interest-earning assets and the higher average yield thereon. Financial Income In millions of Pesos Income from Loans and Other Receivables Resulting from Financial Brokerage and Premiums Earned on Reverse Repurchase Agreement Transactions Income from Government and Corporate Debt Securities, Net Others (1) 2014 2013 December 31, 2012 16,211 11,369 8,010 2,448 939 962 1,201 768 157 Total 19,860 13,076 9,129 (1) It reflects net income from receivables from financial leases, premiums on foreign currency forward transactions, as well as CER adjustment and, in fiscal year 2014, gain (loss) on quotation differences. For the fiscal years indicated, the average balance of the Company’s interest-earning assets and interest-bearing liabilities, as well as the yields on its interest-earning assets and the cost of its interest-bearing liabilities, were as follows: 66 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Yield on Interest-Earning Assets and Interest-Bearing Liabilities In millions of Pesos, except for rates (%) Interest-Earning Assets Government Securities Loans Other Interest-Earning Assets Interest-Bearing Liabilities Checking Accounts Savings Accounts Time Deposits Debt Securities Other Interest-Bearing Liabilities Spread and Net Yield Interest Spread, Nominal Basis (1) Net Yield on Interest-Earning Assets (2) Financial Margin (3) December 31, 2012 Principal Rate Principal 2014 Rate Principal 2013 Rate 70,349 26.66 54,160 23.03 42,837 21.31 8,760 21.16 4,156 14.33 5,248 13.28 59,072 27.49 47,912 24.01 35,197 22.85 2,517 26.54 2,092 17.77 2,392 16.17 52,081 16.53 39,779 12.60 30,922 9.93 1 - 1 - 1 - 10,186 0.20 8,078 0.18 6,669 0.16 30,229 21.80 23,257 16.22 16,711 13.38 8,976 16.54 6,351 13.70 4,751 11.51 2,689 19.19 2,092 16.97 2,790 9.89 10.13 10.43 11.38 14.42 13.77 14.14 13.56 12.75 12.11 (1) It represents the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities. Interest rates include CER adjustment. (2) Net interest earned divided by average interest-earning assets (average interest-bearing assets). Interest rates include CER adjustment. Net interest earned corresponds to net financial income (financial income less financial expenses, as set forth in the income statement), plus: . financial fees, included in Income from Services - Related to Lending Transactions, in the Income Statement, . contributions made to the Deposit Insurance Fund (FGD), included in Financial Expenses – Deposit Insurance Fund, in the Income Statement and . taxes on financial income, included in Financial Expenses – Others, in the Income Statement, less: . Net income (loss) from corporate securities, included in Financial Income/Expenses – Income (loss) from Holding of Government and Corporate Securities, in the Income Statement, and . differences in the quotation of gold and foreign currency, included in Financial Income/Expenses – Differences in Quotation of Gold and Foreign Currency, in the Income Statement, and . premiums on foreign exchange forward transactions and adjustments on foreign exchange forward transactions, included in Financial Income – Others, in the Income Statement. Net interest earned also includes income that corresponds to government securities used as margin requirements of repurchase agreement transactions. This income/loss is included in Miscellaneous Income (Loss) – Others, in the Income Statement. Income (Loss) from Holding of Government Securities includes interest and income/loss resulting from variations in market quotations. (3) Financial income less financial expenses, divided by average interest-earning assets. The average yield on interest-earning assets was 26.66%, with a 363 basis points increase during the year, due to the higher average interest rate of each of its components, mainly government securities and loans to the private sector. Average interest-earning assets increased by Ps. 16,189 million (30%), from Ps. 54,160 million to Ps. 70,349 million. Out of this growth, Ps. 11,160 million correspond to the increase in the average loan portfolio, which amounted to Ps. 59,072 million, 23% above the Ps. 47,912 million during fiscal year 2013. Out of the loans to the private sector (taking into consideration final balances), the following growths are worth noting: Ps. 9,959 million in credit cards (36%) and Ps. 2,981 million in promissory notes (22%). This variation in loans was influenced by the “Credit Line for the Productive Investment” program established by the Argentine Central Bank, which is aimed at financing specificpurposes and characteristics working capital and investment projects. In 2014, the Argentine Central Bank established the 2014 quota to grant loans under the aforementioned program. The amount allocated for this concept by Banco Galicia amounted to Ps. 2,151 million for the first tranche and Ps. 2,750 million for the second tranche. It is worth noting that, as of the end of fiscal year 2014, the Bank allocated the total amount corresponding to the second tranche of the 2014 quota, having disbursed Ps. 9,744 million Grupo Financiero Galicia Annual Report Fiscal Year 2014 67 since the creation of this credit line, out of which Ps. 6,867 million were outstanding as of December 31, 2014. As of December 31, 2014, the Bank’s estimated market share in the total loans to the private sector, excluding the loans granted to the regional credit-card companies, was 8.78%, the same loan market share than the previous year. Market Share (*) 2014 2013 December 31, 2012 Total Deposits Deposits from the Private Sector Deposits in Checking and Savings Accounts, and Time Deposits 6.64 6.92 6.75 8.79 9.20 9.11 9.06 9.47 9.39 Total Loans Loans to the Private Sector 8.08 8.07 8.19 Percentages 8.78 8.78 9.03 (*) Banco Galicia and CFA within the Argentine market, based on daily information on deposits and loans prepared by the Argentine Central Bank. End-of-month balances are used. Deposits and loans include only principal. Information related to regional credit-card companies is not included. The average interest rate on total loans was 27.49%, compared to 24.01% in fiscal year 2013. The average interest rate on Peso-denominated loans to the private sector increased by 357 b.p., from 25.28% to 28.85%. The determination of each rate for the fiscal year was influenced, among other items, by the granting of the Credit Line for the Productive Investment (at a fixed annual rate of 17.50% for the first tranche of the 2014 quota, 19.50% for the second tranche of the 2014 quota, 15.25% for the 2013 quota and 15.01% for the 2012 quota) and by Communiqué “A" 5590 of the Argentine Central Bank, which determined limits to interest rates on personal loans, loans secured by a pledge and credit card loans. The average interest rate on foreign currency loans to the private sector increased by 18 b.p., from 4.69% in fiscal year 2013 to 4.87% in the fiscal year. The average position on government securities amounted to Ps. 8,760 million, higher than the Ps. 4,156 million recorded in fiscal year 2013. This was the result of a Ps. 3,806 million increase in the average position on Peso-denominated government securities and a Ps. 798 million increase in the average position on government securities in U.S. Dollars. This variation was mainly due to higher balances of securities issued by the Argentine Central Bank and, to a lesser extent, National Government Bonds due 2016, 2017 and 2019, and Provincial Treasury Bills and Debt Securities. The average yield on government securities increased by 683 basis points, from 14.33% in 2013 to 21.16% in the fiscal year, as a consequence of a higher average rate for Pesodenominated securities. In this regard, the average rate in Pesos increased 886 basis points, from 15.13% in 2013 to 23.99% in 2014, mainly due to the higher average yield corresponding to Lebacs. In turn, the rate on government securities in U.S. Dollars decreased by 346 basis points, from 6.80% to 3.34%, mainly due to the yield on Provincial Treasury Bills and Debt Securities. The average portfolio of “Other Interest-Earning Assets” amounted to Ps. 2,517 million, 20% higher than the Ps. 2,092 million recorded in fiscal year 2013, mainly due to the higher average balance of financial investments made by the regional credit card companies, together with higher reverse repurchase agreement transactions. 68 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The average rate of said item increased by 877 basis points, from 17.77% to 26.54%, as a result of the variation in the rate of Peso-denominated transactions, since such rate went up from 18.14% to 27.67%. This increase mainly resulted from the higher yield on financial investments, in line with the evolution of the financial system. Such yield was offset by the decrease in the average foreign exchange rate, from 8.78% to 3.42%. The category “Other Financial Income” recorded a Ps. 433 million increase, mainly influenced by the higher income from forward transactions in foreign currency, from Ps. 578 million in fiscal year 2013 to Ps. 830 million for this fiscal year. It also includes a gain (loss) on quotation differences amounting to Ps. 13 million. It is made up of a gain amounting to Ps. 241 million from foreign exchange brokerage activities and a loss amounting to Ps. 228 million due to the valuation of the net foreign currency position. In fiscal year 2013, there was a loss on the quotation differences, which is disclosed in “Other Financial Expenses”. Financial Expenses Financial expenses for the fiscal year amounted to Ps. 10,321 million, showing a 67% increase when compared to the Ps. 6,170 million recorded in 2013. Financial Expenses In millions of Pesos 2014 2013 December 31, 2012 Interest on Deposits Negotiable Obligations Contributions and Taxes Others (1) 6,577 3,780 2,245 1,485 869 547 1,480 1,009 630 779 512 519 Total 10,321 6,170 3,941 (1) Including interest accrued on liabilities resulting from financial brokerage with international banks and entities, premiums payable on repurchase agreements and, during fiscal years 2013 and 2012, gain (loss) on quotation differences. The variation was the result of a 31% increase in the average balance of interest-bearing liabilities, coupled with a 393 basis point increase in the average cost thereof. Average interest-bearing liabilities amounted to Ps. 52,081 million, compared to Ps. 39,779 million in fiscal year 2013. This variation was mainly due to the Ps. 9,080 million increase in total interest-bearing deposits (that rose from Ps. 31,336 million to Ps. 40,416 million) and the Ps. 2,625 million increase in the average balance of debt securities (from Ps. 6,351 million to Ps. 8,976 million). Of the total average interest-bearing deposits, Ps. 37,140 million were Peso-denominated deposits, and Ps. 3,276 million were U.S. Dollar-denominated, compared to Ps. 28,922 million and Ps. 2,414 million, respectively, in fiscal year 2013. Average deposits in Pesos grew 28%, with a 22% increase in deposits in savings accounts and a 31% increase in time deposits. Average deposits in U.S. Dollars increased 36% during the fiscal year, mainly due to the evolution of the exchange rate during the period. Considering only private-sector deposits in checking and savings accounts and time deposits raised by the Bank, the estimated deposit market share of the Bank in the Argentine financial system decreased from 9.47% as of December 31, 2013, to 9.06% as of December 31, 2014. The average rate on interest-bearing deposits (savings accounts and time deposits) was 16.35%, 426 basis points greater than the 12.09% average rate for the previous fiscal year. Grupo Financiero Galicia Annual Report Fiscal Year 2014 69 This was a consequence of the evolution of the interest rate on time deposits, which accompanied the evolution of the financial system. Peso-denominated deposits accrued a 17.70% average interest rate in fiscal year 2014, 466 basis points higher than the 13.04% average rate recorded in fiscal year 2013. In turn, the rate of U.S. Dollar-denominated deposits was 1.07%, 36 basis points higher than the 0.70% average rate recorded in fiscal year 2013. The average balance of debt securities was Ps. 8,976 million, Ps. 2,625 million higher than the Ps. 6,351 million for the previous fiscal year. This variation was mainly related to the negotiable obligations issued by Tarjeta Naranja, Tarjetas Cuyanas, CFA S.A. and Grupo Financiero Galicia, and the variation in the U.S. Dollar during the period. The average rate for debt securities in fiscal year 2014 was 16.54%, while in the previous fiscal year it had been 13.70%, mainly due to the increase in the interest coupon of Banco Galicia’s subordinated Negotiable Obligations, pursuant to their issuance conditions. The average balance of the caption “Other Interest-Bearing Liabilities” was Ps. 2,689 million, with an average rate of 19.19%, while for fiscal year 2013 the average balance amounted to Ps. 2,092 million and the average rate was 16.97%. This caption mainly includes Peso- and U.S. Dollar-denominated debt with domestic and international banks and entities, and Pesoand U.S. Dollar-denominated obligations in connection with repurchase agreement transactions of government securities. The Ps. 597 million increase stemmed from a higher balance of the loans granted by international banks and credit entities. In turn, the 222 basis points increase in the average rate of “Other Interest-bearing Liabilities” was mainly due to Peso-denominated transactions, since the average rate rose from 23.28% in 2013 to 31.97% in 2014, as a consequence, mainly, of the higher cost of funding regarding loans granted by local financial institutions, operations that are mainly related to the regional credit card companies. In the case of transactions in U.S. Dollars, the average rate was 3.26%, 19 basis points lower than the 3.45% average rate for fiscal year 2013. The item “Other Financial Expenses” amounted to Ps. 779 million, showing a Ps. 267 million (52%) increase, mainly due to higher expenses related to forward transactions in foreign currency. It is worth noting in fiscal year 2013 financial expenses included a gain (loss) on quotation differences amounting to Ps. 152 million. It was made up of a loss amounting to Ps. 326 million due to the valuation of the net foreign currency position and a gain of Ps. 174 million from foreign exchange brokerage activities. Net Financial Income Net financial income for the fiscal year amounted to Ps. 9,539 million, and the corresponding financial margin was 13.56%; while in fiscal year 2013 the corresponding figures were Ps. 6,906 million and 12.75%, respectively. The net income for the fiscal year (excluding the gain (loss) on quotation differences and the gain (loss) on forward transactions) amounted to Ps. 8,959 million, compared to a Ps. 6,480 million profit in the previous fiscal year, determining a 12.74% financial margin for this fiscal year, in comparison to 11.96% the previous fiscal year. This variation was the result of a higher volume of transactions, offset by the drop in the spread (defined as the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities), from 10.43% in fiscal year 2013 to 10.13% in fiscal year 2014. 70 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Interest-Earning Assets – Net Yield and Spread In millions of Pesos, except for rates (%) Total Average Interest-Earning Assets Pesos U.S. Dollars Total Net Interest Earned Pesos U.S. Dollars Total Net Yield on Interest-Earning Assets (1) (%) Pesos U.S. Dollars Weighted-Average Yield Interest Spread, Nominal Basis (2) (%) Pesos U.S. Dollars Weighted-Average Yield (*) 2014 2013 December 31, 2012 65,665 50,736 38,971 4,684 3,424 3,866 70,349 54,160 42,837 10,687 7,768 6,293 (540) (308) (236) 10,147 7,460 6,057 16.28 15.31 16.15 (11.53) (9.00) (6.10) 14.42 13.77 14.14 9.41 10.30 11.31 (2.79) (1.56) (0.12) 10.13 10.43 11.38 (*) Interest includes CER adjustment. (1) Net Interest earned divided by average Interest-earning assets. See the “Yield on Interest-Earning Assets and Interest-Bearing Liabilities” table. (2) Interest spread, nominal basis, is the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities. Grupo Financiero Galicia Annual Report Fiscal Year 2014 71 Consolidated Average Nominal Yields and Rates for Assets and Liabilities Pesos In millions of Pesos, except for rates (%) Average Balance December 31, 2014 Total U.S. Dollars Interest Earned/ Paid Average Average Nominal Balance Rate Interest Earned/ Paid (*) Average Average Nominal Balance Rate Interest Earned/ Paid Average Nominal Rate Assets Government Securities Loans Private Sector Public Sector 7,561 1,814 23.99 1,199 40 3.34 8,760 1,854 21.16 55,704 - 16,072 - 28.85 - 3,368 - 164 - 4.87 - 59,072 - 16,236 - 27.49 - 55,704 16,072 28.85 3,368 164 4.87 59,072 16,236 27.49 2,400 664 27.67 117 4 3.42 2,517 668 26.54 Interest-Earning Assets 65,665 18,550 28.25 4,684 208 4.44 70,349 18,758 26.66 Cash and Gold Equity Investments in Other Companies Other Assets Allowances 7,838 2,123 7,451 (2,550) - - 6,499 534 325 (59) - - 14,337 2,657 7,776 (2,609) - - Total Assets 80,527 - - 11,983 - - 92,510 - - Total Loans Others Liabilities and Shareholders’ Equity Deposits Checking Accounts Savings Accounts Time Deposits and Rescheduled Deposits 8,722 20 0.23 1 1,464 - - 1 10,186 20 0.20 28,418 6,555 23.07 1,811 35 1.93 30,229 6,590 21.80 Total Interest-Bearing Deposits 37,140 6,575 17.70 3,276 35 1.07 40,416 6,610 16.35 Debt Securities Other Interest-Bearing Liabilities 3,110 1,492 811 477 26.08 31.97 5,866 1,197 674 39 11.49 3.26 8,976 2,689 1,485 516 16.54 19.19 Total Interest-Bearing Liabilities 41,742 7,863 18.84 10,339 748 7.23 52,081 8,611 16.53 Checking Accounts Other Liabilities Minority Interest Shareholders’ Equity 14,432 14,789 629 8,543 - - 686 1,350 - - - 15,118 16,139 629 8,543 - - Total Liabilities and Shareholders’ Equity 80,135 - - 12,375 - - 92,510 - - Spread and Net Yield (%) Spread Cost of Funds of Interest-Earning Assets Net Yield on Interest-Earning Assets (*) Interest earned/paid includes CER adjustment. 72 Grupo Financiero Galicia Annual Report Fiscal Year 2014 9.41 (2.79) 10.13 11.97 16.28 15.97 (11.53) 12.24 14.42 Consolidated Average Nominal Yields and Rates for Assets and Liabilities Pesos In millions of Pesos, except for rates (%) Average Balance December 31, 2013 Total U.S. Dollars Interest Earned/ Paid Average Average Nominal Balance Rate Interest Earned/ Paid (*) Average Average Nominal Balance Rate Interest Earned/ Paid Average Nominal Rate Assets Government Securities Loans Private Sector Public Sector 3,755 568 15.13 401 27 6.80 4,156 595 14.33 44,965 7 11,368 - 25.28 - 2,940 - 138 - 4.69 - 47,905 7 11,506 - 24.02 0.00 44,972 11,368 25.28 2,940 138 4.69 47,912 11,506 24.01 2,009 364 18.14 83 7 8.78 2,092 371 17.77 Interest-Earning Assets 50,736 12,300 24.24 3,424 172 5.04 54,160 12,472 23.03 Cash and Gold Equity Investments in Other Companies Other Assets Allowances 6,344 1,446 5,671 (2,059) - - 3,467 263 625 (73) - - 9,811 1,709 6,296 (2,132) - - Total Assets 62,138 - - 7,706 - - 69,844 - - Total Loans Others Liabilities and Shareholders’ Equity Deposits Checking Accounts Savings Accounts Time Deposits and Rescheduled Deposits 7,140 15 0.20 1 938 - - 1 8,078 15 0.18 21,782 3,755 17.24 1,475 17 1.15 23,257 3,772 16.22 Total Interest-Bearing Deposits 28,922 3,770 13.04 2,414 17 0.70 31,336 3,787 12.09 Debt Securities Other Interest-Bearing Liabilities 2,153 1,426 430 332 19.96 23.28 4,198 666 440 23 10.48 3.45 6,351 2,092 870 355 13.70 16.97 Total Interest-Bearing Liabilities 32,501 4,532 13.94 7,278 480 6.60 39,779 5,012 12.60 Checking Accounts Other Liabilities Minority Interest Shareholders’ Equity 11,264 10,895 711 5,618 - - 464 1,113 - - - 11,728 12,008 711 5,618 - - Total Liabilities and Shareholders’ Equity 60,989 - - 8,855 - - 69,844 - - Spread and Net Yield (%) Spread Cost of Funds of Interest-Earning Assets Net Yield on Interest-Earning Assets (*) Interest earned/paid includes CER adjustment. 10.30 (1.56) 10.43 8.93 15.31 14.02 (9.00) 9.25 13.77 Grupo Financiero Galicia Annual Report Fiscal Year 2014 73 Consolidated Average Nominal Yields and Rates for Assets and Liabilities Pesos In millions of Pesos, except for rates (%) Average Balance December 31, 2012 Total U.S. Dollars Interest Earned/ Paid Average Average Nominal Balance Rate Interest Earned/ Paid (*) Average Average Nominal Balance Rate Interest Earned/ Paid Average Nominal Rate Assets Government Securities Loans Private Sector Public Sector 5,154 695 13.48 94 2 2.23 5,248 697 13.28 31,552 - 7,846 - 24.87 - 3,645 - 197 - 5.40 - 35,197 - 8,043 - 22.85 - 31,552 7,846 24.87 3,645 197 5.40 35,197 8,043 22.85 2,265 383 16.91 127 4 2.76 2,392 387 16.17 Interest-Earning Assets 38,971 8,924 22.90 3,866 203 5.23 42,837 9,127 21.31 Cash and Gold Equity Investments in Other Companies Other Assets Allowances 4,350 851 4,435 (1,543) - - 2,799 265 527 (105) - - 7,149 1,116 4,962 (1,648) - - Total Assets 47,064 - - 7,352 - - 54,416 - - Total Loans Others Liabilities and Shareholders’ Equity Deposits Checking Accounts Savings Accounts Time Deposits and Rescheduled Deposits 5,395 11 0.19 1 1,274 - - 1 6,669 11 0.16 15,125 2,222 14.69 1,586 14 0.91 16,711 2,236 13.38 Total Interest-Bearing Deposits 20,520 2,233 10.88 2,861 14 0.50 23,381 2,247 9.61 Debt Securities Other Interest-Bearing Liabilities 1,032 1,153 186 212 18.03 18.39 3,719 1,637 361 64 9.70 3.91 4,751 2,790 547 276 11.51 9.89 Total Interest-Bearing Liabilities 22,705 2,631 11.59 8,217 439 5.35 30,922 3,070 9.93 8,922 7,972 569 4,160 - - 615 1,256 - - - 9,537 9,228 569 4,160 - - 44,328 - - 10,088 - - 54,416 - - Checking Accounts Other Liabilities Minority Interest Shareholders’ Equity Total Liabilities and Shareholders’ Equity Spread and Net Yield (%) Spread Cost of Funds of Interest-Earning Assets Net Yield on Interest-Earning Assets (*) Interest earned/paid includes CER adjustment. 11.31 (0.12) 11.38 6.75 16.15 11.36 (6.10) 7.17 14.14 Provision for Losses on Loans and Other Receivables Provisions for losses on loans and other receivables amounted to Ps. 2,411 million, exceeding by Ps. 635 million the Ps. 1,776 million recorded in the previous fiscal year, an increase both regarding corporations and individuals. For further information on the asset quality of the portfolio, see “—Risk Management—Credit Risk.” Net Income from Services The table below shows the evolution of the main components that make up net income from services: 74 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Net Income from Services In millions of Pesos 2014 2013 December 31, 2012 Credit Cards Deposits Credit-related Fees Values for Collection Foreign Trade Safe Deposit Boxes CFA Collections Financial Fees Cash Management Transportation of Valuables Others (1) Total Income 5,376 4,097 3,037 1,341 879 652 227 289 234 182 105 79 180 128 99 167 124 99 137 122 104 126 87 64 97 82 70 69 55 39 59 43 26 345 223 151 8,306 6,234 4,654 Total Expenses 2,607 1,995 1,454 Net Income from Services 5,699 4,239 3,200 (1) It includes, among others, fees from investment banking activities and asset management. Net income from services amounted to Ps. 5,699 million, 34% higher than the Ps. 4,239 million recorded in fiscal year 2013. The evolution of business activity and the rise in prices (complying with the procedures set forth by the Argentine Central Bank’s regulations) account for the increases noted in all items. The most significant increases took place in fees related to deposit accounts (53%) and credit cards (31%). Banco Galicia’s total deposit accounts amounted to 3 million as of December 31, 2014, 9% higher than the same period the previous year. Banco Galicia’s income from credit and debit card transactions, on an individual basis, amounted to Ps. 2,219 million, a 32% increase over the Ps. 1,683 million recorded in the previous fiscal year. This higher income was attributable not only to the greater number of credit cards managed, but also to the greater average purchases made with such cards during the year. The total number of credit cards managed by Banco Galicia (excluding those managed by the regional credit-card companies and CFA) increased 14%, reaching 2.9 million as of December 31, 2014, in comparison with 2.5 million as of December 31, 2013. Income from services corresponding to the regional credit-card companies reached Ps. 3,157 million, 31% higher than the Ps. 2,414 million recorded in fiscal year 2013. This variation was due to the increase in the purchases made with these credit cards during the fiscal year, together with an increase in the number of credit cards. These companies managed 8.9 million cards as of December 31, 2014, increasing by 7% as compared to December 31, 2013. Grupo Financiero Galicia Annual Report Fiscal Year 2014 75 Credit Cards Number of credit cards, except for purchases Visa “Gold” International National “Business” “Corporate” “Platinum” Galicia Rural MasterCard “Gold” Mastercard Argencard 2014 2013 December 31, 2012 1,750,960 1,586,344 1,400,979 395,732 324,903 304,967 906,701 826,297 714,920 68,980 90,245 115,336 85,039 71,307 57,845 3,241 3,139 2,924 291,267 270,453 204,987 17,107 15,476 12,472 126,880 107,235 100,288 43,824 34,935 30,592 82,652 71,779 69,058 404 521 638 986,962 810,780 644,710 307,072 238,088 211,297 427,932 345,380 282,744 251,958 227,312 150,669 8,879,717 8,270,150 7,494,721 3,646,229 3,164,358 2,741,907 537,947 519,342 478,173 41,307 34,247 32,255 4,654,234 4,552,203 4,242,386 170,930 101,412 88,987 155,228 93,881 79,488 15,702 7,531 9,499 11,932,556 10,891,397 9,742,157 101,814 (1) It corresponds to Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and La Anónima. 75,925 52,804 American Express “Gold” International “Platinum” Regional Credit-card Companies Visa Mastercard American Express Regional Brands (1) Compañía Financiera Argentina S.A. Visa Mastercard Total Total Amount of Purchases (in millions of Pesos) Expenses from services increased by 31%, from Ps. 1,995 million in fiscal year 2013 to Ps. 2,607 million in 2014, mainly as a result of higher expenses related to credit and debit card transactions and the Total Benefits program, together with higher gross income taxes. Administrative Expenses The following table shows the components of administrative expenses for the fiscal year 2014 and the two previous fiscal years: Administrative Expenses In millions of Pesos 2014 2013 December 31, 2012 Salaries and Social Security Contributions Personnel Services Directors’ and Syndics' Fees Advertising and Publicity Electricity and Communications Expenses related to Bank Premises and Equipment (Depreciation Charges and Leases) Taxes Others 4,549 3,681 2,785 150 128 158 85 64 50 414 383 359 249 217 192 466 376 281 851 608 436 2,457 1,971 1,513 Total Administrative Expenses 9,221 7,428 5,774 In 2014, administrative expenses amounted to Ps. 9,221 million, 24% higher from the Ps. 7,428 million recorded in the previous fiscal year. 76 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Salaries and social security contributions and expenses related to personnel services increased 23%, from Ps. 3,809 million in 2013 to Ps. 4,699 million in 2014, mainly due to the salary increase agreed upon with unions. The remaining administrative expenses amounted to Ps. 4,522 million in the fiscal year, reflecting a 25% increase from the Ps. 3,619 million recorded in the previous fiscal year. This increase resulted from the evolution of the costs related to the different services rendered to Grupo Financiero Galicia. Income (Loss) from Equity Investments Income from equity investments in other companies for fiscal year 2014 amounted to Ps. 213 million, 72% higher than that for the previous fiscal year. This increase is mainly due to the following: i) the income generated by the transfer made by the Bank to VISA Argentina S.A. of its interest in Banelco S.A., for Ps. 40 million, and ii) the collection of higher dividends corresponding to VISA Argentina S.A., for Ps. 17 million. Income (Loss) from Insurance Activities Income from insurance activities amounted to Ps. 1,238 million at the close of the fiscal year, 37% higher than the Ps. 905 million recorded for fiscal year 2013. This result was mainly due to the increase in the volume of premiums written, as a consequence of the evolution of the commercialization of property and life insurance. Miscellaneous Income (Loss), Net Miscellaneous net income recorded income of Ps. 503 million for the fiscal year, compared to income (loss) of Ps. 295 million for the previous fiscal year. This higher gain, amounting to Ps. 208 million, was due to higher loans recovered and penalty interest for Ps. 80 million, together with a lower establishment of net allowances for Ps. 56 million. Income Tax The income tax charge during the fiscal year was Ps. 1,992 million, thus accounting for an increase of Ps. 760 million as compared to fiscal year 2013. RISK MANAGEMENT The tasks related to risk information and internal control of each of the companies controlled by Grupo Financiero Galicia are defined and carried out, rigorously, in each of them. This is particularly strict in Banco Galicia, where the requirements to be complied with are stringent as it is a financial institution regulated by the Argentine Central Bank, as will be explained in detail below. Apart from the applicable domestic regulations, Grupo Financiero Galicia, in its capacity as a listed company on the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX). Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies. Grupo Financiero Galicia Annual Report Fiscal Year 2014 77 As regards risks, Banco Galicia assumes a policy that takes into account several business and operating aspects following the main guidelines of internationally renowned standards. This is the vision of the internal structure, duties and roles are defined in their hierarchies and resources are invested in monitoring and optimizing the risk management. The Risk Management Committee is the body in charge of defining, assessing and controlling the risks taken by the Bank and its subsidiaries. The management of the different risks is decentralized in the Divisions that are directly responsible for each of them. The Risk Management Division is mainly responsible for actively and integrally monitoring and managing the different risks Banco Galicia and its subsidiaries are exposed to, among other functions. Credit Risk Credit risk stems from the possible losses that can be sustained due to the total or partial noncompliance with financial obligations taken on both with Banco Galicia and with consumption financing affiliated companies by its customers or else counterparties. The credit approval and credit risk analysis of the Bank and its subsidiaries is a centralized process based on the concept of opposition of interests. This is achieved through the existing division among the risk management, credit and origination functions both in retail and wholesale businesses. This allows an ongoing and efficient monitoring of the quality of assets, a proactive management of problem loans, aggressive write-offs of uncollectible loans, and a conservative policy on allowances for loan losses. Apart from that, it includes the follow-up of the models for measuring the portfolio risk at the operation and customer levels, facilitating the detection of problem loans and the losses associated therewith, what in turn allows the early detection of situations that could entail some degree of portfolio deterioration and provides appropriate protection of the Bank’s assets. Within the framework of the Risk Management Committee (CAR, as per its initials in Spanish), the Board of Directors approves the strategies, policies, procedures and controls related to the comprehensive management of the Bank’s risks. In turn, the Wholesale Risk Management Division, Retail Risk Management Division and Affiliated Companies Risk Management Division verify compliance and assess credit risk on a continuous basis. As an outstanding aspect we can mention that credit granting policies for retail banking and consumption financing companies focus on automatic granting processes. These are based on behavior analysis models. Additionally, Banco Galicia is strongly geared towards obtaining portfolios with direct payroll deposit, which statistically have a better compliance behavior when compared to other types of portfolios. As for the wholesale banking, credit granting is based on analyses conducted on credit, cashflow, balance sheet, capacity of the applicant. These are supported by statistical rating models. The Bank has a review-by-sector policy, which determines the levels of review for the economic activities belonging to the private-sector portfolio according to the concentration 78 Grupo Financiero Galicia Annual Report Fiscal Year 2014 they show with regard to the Bank’s total credit and/or computable regulatory capital (RPC, as per its initials in Spanish). Wholesale Risk Management Division, Retail Risk Management Division and Affiliated Companies Risk Management Division also constantly monitor their portfolio through different indicators (asset quality of the loan portfolio, the coverage of the non-accrual portfolio with allowances, non-performance, roll rates, etc.), as well as the classification and concentration thereof (through maximum ratios between the exposure to each customer, its own computable capital (“RPC”) or regulatory capital, and that of each customer). The loan portfolio classification, as well as its concentration control, are carried out following the regulations provided for by the Argentine Central Bank. Loan Portfolio As of December 31, 2014, Banco Galicia’s loan portfolio before allowances for loan losses amounted to Ps. 69,208 million, a 21% increase when compared to the previous fiscal yearend. Breakdown of the Loan Portfolio 2014 In millions of Pesos Principal and Interest Non-Financial Public Sector Local Financial Sector Non-Financial Private Sector and Residents Abroad (1) Overdrafts Promissory Notes Mortgage Loans Collateral Loans Personal Loans Credit Card Loans Placements in Banks Abroad Others Accrued Interest, Adjustment and Quotation Differences Receivable Documented Interests Total (1) December 31, 2013 2012 - - - 193 633 357 3,987 3,349 3,098 16,304 13,323 10,460 1,661 1,803 1,159 500 481 311 6,996 8,051 7,283 37,348 27,389 19,279 261 586 277 1,337 1,237 1,619 969 827 661 (348) (271) (201) 69,208 57,408 44,303 Allowance for Loan Losses (2,615) (2,129) (1,732) Total Loans Loans with Guarantees With Preferred Guarantees (2) Other Guarantees Total Loans with Guarantees 66,593 55,279 42,571 2,695 2,433 1,699 9,463 8,257 6,830 12,158 10,690 8,529 (1) Categories of loans above include: - Overdrafts: short-term obligations drawn on by customers through overdrafts. - Promissory notes: endorsed promissory notes, debentures and other promises to pay signed by one borrower or group of borrowers and factored loans. - Mortgage loans: loans granted to purchase or improve real estate and collateralized by such real estate, and commercial loans secured by a real estate mortgage. - Collateral loans: loans secured by collateral (such as cars or machinery) other than real estate. - Personal loans: loans to individuals. - Credit-Card loans: loans granted through credit cards to credit card holders. - Placements in banks abroad: short-term loans to banks abroad and short-term loans granted by Galicia Uruguay to international banks outside Uruguay. - Other loans: loans not included in other categories. (2) Preferred guarantees include mortgages on real estate property or pledges on movable property, pledges of Argentine government securities, or gold or cash collateral. Grupo Financiero Galicia Annual Report Fiscal Year 2014 79 Loans to the private sector before allowances increased by 22%, as compared to the prior fiscal year-end, as a result of an increase both in companies and individuals of 18% and 24%, respectively. Loans by Type of Borrower December 31, 2012 % 2014 % 2013 % 8,590 20,514 29,104 12.4 29.6 42.0 6,508 18,064 24,572 11.3 31.5 42.8 6,257 12,785 19,042 14.1 28.9 43.0 39,649 455 69,208 (1) It includes domestic and international financial sector. (2) Before allowances for loan losses. 57.3 0.7 100.0 31,988 848 57,408 55.7 1.5 100.0 24,609 652 44,303 55.5 1.5 100.0 In millions of Pesos, except for percentages Large Corporations Small and Medium-Sized Companies Total Loans to Corporations Individuals Financial Sector (1) Non-Financial Public Sector Total (2) Consumer loans still account for the greater part of the loan portfolio, which as of the fiscal year-end represented 57.4% of total loan portfolio; thus increasing the ratio by 2.1% when compared to the previous fiscal year, where same share had been 55.3%. As for business activities, the most significant sectors were those of the Manufacturing, Primary Production and Retail and Wholesale Trade sectors, with a total portfolio share of 13.4%, 13.9% and 8.6%, respectively. The most significant growth was shown in the Primary Production sector, with a 26% increase as compared to the previous fiscal year, and the Manufacturing Industry, that grew 20% as compared to previous fiscal year-end. Loans by Economic Activity In millions of Pesos, except for percentages Financial Sector (1) Services Non-Financial Public Sector Communications, Transportation, Health and Others Electricity, Gas, Water Supply and Sewage Other Financial Services Total Services Primary Production Sector Agriculture and Livestock Fishing, Forestry and Mining Total Primary Production Sector Consumption Retail Trade Wholesale Trade Construction Manufacturing Sector Food and Beverage Transportation Materials Chemicals and Oil Other Manufacturing Industries Total Manufacturing Sector Others Total (2) (1) It includes domestic and international financial sector. (2) Before allowances for loan losses. 80 Grupo Financiero Galicia Annual Report Fiscal Year 2014 December 31, 2012 % 2014 % 2013 % 455 0.7 848 1.5 652 1.5 0 0.0 0 0.0 0 0.0 2,886 216 366 3,468 4.2 0.3 0.5 5.0 2,882 260 231 3,373 5.0 0.5 0.4 5.9 2,064 244 165 2,473 4.7 0.6 0.3 5.6 8,178 1,459 9,637 39,747 2,237 3,699 709 11.8 2.1 13.9 57.4 3.2 5.4 1.0 7,160 478 7,638 31,720 2,326 3,075 707 12.5 0.8 13.3 55.3 4.0 5.4 1.2 4,845 134 4,979 24,168 1,749 2,476 594 10.9 0.3 11.2 54.5 4.0 5.6 1.3 2,943 996 2,269 3,048 4.3 1.4 3.3 4.4 2,303 963 1,557 2,898 4.0 1.7 2.7 5.0 2,615 1,041 1,140 2,416 5.9 2.3 2.6 5.5 9,256 13.4 7,721 13.4 7,212 16.3 - - - - - - 69,208 100.0 57,408 100.0 44,303 100.0 Asset Quality of the Loan Portfolio The non-accrual portfolio as a percentage of total loans remained the same as in the prior fiscal year, at 3.57%. The coverage of the non-accrual loan portfolio with allowances increased from 103.80% as of 2013 fiscal year-end to 105.78% as of 2014 fiscal year-end. Classification of the Loan Portfolio 2014 Amounts Amounts Not Yet Past Due Due In millions of Pesos Normal Situation With Special Follow-up and Low Risk 65,279 With Problems and Medium Risk High Risk of Insolvency and High Risk Uncollectible Uncollectible Reasons due to Amounts Amounts Not Yet Past Due Due Total December 31, 2012 2013 - 65,279 54,119 1,457 - 1,457 339 439 778 327 1,049 - 315 Amounts Amounts Not Yet Past Due Due Total - 54,119 41,791 1,238 - 1,238 311 415 726 1,376 197 724 315 - 402 Total - 41,791 1,017 - 1,017 244 353 597 921 128 535 663 402 - 233 233 Technical - 3 3 - 2 2 - 2 2 67,402 1,806 69,208 55,865 1,543 57,408 43,180 1,123 44,303 Total Non-Accrual Loan Portfolio (2) 666 1,806 2,472 508 1,543 2,051 372 1,123 (1) Before allowances for loan losses. (2) Non-accrual loan portfolio is defined as the loan portfolio classified in the last four categories of the loan classification. 1,495 Total Loans (1) During 2014, the Bank established allowances for loan losses for Ps. 2,339 million, 71% of which is related to the seasoning of the consumer portfolio, 18% to the commercial portfolio and the remaining 11% to the increase in the portfolio in normal situation. Direct charges to the income statement, net of recoveries, represented a gain of Ps. 181 million. The net charge to the income statement for the fiscal year was Ps. 2,157 million, representing 3.65% of the average loan portfolio for the fiscal year. Charge-offs against allowances for loan losses were Ps. 1,840 million. Grupo Financiero Galicia Annual Report Fiscal Year 2014 81 Analysis of the Asset Quality of Loan Portfolio In millions of Pesos, except for ratios Total Loans (1) 2014 December 31, 2013 2012 69,208 57,408 44,303 50 39 13 59 58 29 2,363 1,954 1,453 Total Non-Accrual Loan Portfolio Past-due Loan Portfolio Non-Financial Public Sector Local Financial Sector Non-Financial Private Sector and Residents Abroad Overdrafts Promissory Notes Mortgage Loans Collateral Loans Personal Loans Credit Card Loans Others 2,472 2,051 1,495 - - - - - - 169 150 96 121 76 54 12 28 9 9 5 1 262 243 188 1,200 1,003 740 33 38 35 Total Past-Due Loan Portfolio 1,806 1,543 1,123 42 34 10 38 47 25 1,726 1,462 1,088 1,806 1,543 1,123 2,615 2,129 1,732 2.61 2.69 2.53 0.06 0.06 0.02 0.05 0.08 0.06 2.50 2.55 2.45 3.57 3.57 3.37 3.59 3.62 3.40 3.57 3.57 3.37 3.78 3.71 3.91 Non-accrual Loan Portfolio With Preferred Guarantees With Other Guarantees Without Guarantees Past-due Loan Portfolio With Preferred Guarantees With Other Guarantees Without Guarantees Total Past-Due Loan Portfolio Allowance for Loan Losses Ratios (%) Past-due Loans as a Percentage of Total Loans Past-due Loans with Preferred Guarantees as a Percentage of Total Loans Past-due Loans with Other Guarantees as a Percentage of Total Loans Past-due Loans without Guarantees as a Percentage of Total Loans Non-accrual Loans as a Percentage of Total Loans Non-accrual Loans as a Percentage of Total Loans (excluding Interbank Loans) Non-accrual Loans as a Percentage of Loans to the Private Sector Allowance for Loan Losses as a Percentage of Total Loans Allowance for Loan Losses as a Percentage of Total Loans (excluding Interbank Loans) Allowances for Loan Losses as a Percentage of Non-Accrual Portfolio Non-Accrual Portfolio with Guarantees as a Percentage of Non-Accrual Portfolio Non-Accrual Portfolio as a Percentage of Past-due Portfolio (1) Before allowances for loan losses. 82 Grupo Financiero Galicia Annual Report Fiscal Year 2014 3.79 3.76 3.94 105.78 103.80 115.85 4.41 4.73 2.81 136.88 132.92 133.13 Provisions for Loan Losses 2014 2013 December 31, 2012 59,094 47,964 35,213 2,129 1,732 1,284 2,327 1,701 1,343 (1) - (60) (1,840) (1,304) (835) 2,615 2,129 1,732 2,339 1,701 1,295 (181) (187) (132) (1) - (60) 2,157 1,514 1,103 2.81 2.33 2.00 3.65 3.16 3.13 In millions of Pesos, except for ratios Total Loans, Average (1) Allowance for Loan Losses at the Beginning of the Fiscal Year Changes in the Allowance for Loan Losses Allowances for Loan Losses Made during the Fiscal Year Reversals of Allowances for Loan Losses Write-Offs (A) Allowance for Loan Losses at Fiscal Year-End Provisions Charged to Income during Fiscal Year Allowances for Loan Losses Made(2) Direct Write-Offs, Net of Recoveries (B) Allowances for Loan Losses Reversed Net Charge to the Income Statement Ratios (%) Charges-Offs (-A+B) as a Percentage of Average Total Loans Net Charge to the Income Statement as a Percentage of Average Total Loans (1) Before allowances for loan losses. (2) It includes quotation difference corresponding to Galicia Uruguay. Composition of Allowances for Loan Losses per Type of Loan 2014 In millions of Pesos, except for percentages Amount % (1) % (2) December 31, 2012 2013 Amount % (1) % (2) Amount % (1) % (2) Non-Financial Public Sector - - - - - - - - - Local Financial Sector Non-financial Private Sector and Residents Abroad - - 0,28 - - 1,10 - - 0.80 Overdrafts 121 0.17 5.76 95 0.17 5.83 68 0.15 6.99 Promissory Notes 94 0.14 23.56 56 0.10 23.21 41 0.09 23.61 Mortgage Loans 13 0.02 2.40 11 0.02 3.14 4 0.01 2.62 Collateral Loans 5 0.01 0.72 3 - 0.84 1 0.01 0.70 Personal Loans 299 0.43 10.11 261 0.45 14.02 190 0.43 16.44 Credit Card Loans 759 1.10 53.96 676 1.18 47.71 461 1.04 43.52 - - 0.38 - - 1.02 - - 0.63 19 0.02 2.83 22 0.04 3.13 15 0.03 4.69 1,305 1.89 - 1,005 1.75 - 952 2.15 - Total 2,615 3.78 (1) Allowances for loan losses as a percentage of total loans. (2) Loans charged in every line as a percentage of total loans. 100.00 2,129 3.71 100.00 1,732 3.91 100.00 Placements in Banks Abroad Others Unallocated Total Credit In accordance with the Argentine Central Bank’s methodology for the preparation of the Statement of Debtor’s Status, total credit is defined as the sum of loans, certain accounts under the balance sheet heading “Other Receivables from Financial Brokerage” that represent credit transactions (such as unlisted negotiable obligations), the “Receivables from Financial Leases” and the memorandum accounts “Guarantees Granted” and “Unused Balances of Loans Granted”. Defined in this way, Banco Galicia’s consolidated credit portfolio, including the portfolio of the regional credit-card companies and that of CFA, amounted to Ps. 78,912 million as of fiscal year-end. Grupo Financiero Galicia Annual Report Fiscal Year 2014 83 As of December 31, 2014, the ratio of the non-accrual loan portfolio to total credit remained the same, at 3.17%. Furthermore, coverage of non-accrual loan portfolio with allowances was 106.79%, compared to the 104.17% in the previous fiscal year. Credit In millions of Pesos, except for ratios Loan Portfolio Classification Normal Situation With Special Follow-up and Low Risk With Problems and Medium Risk High Risk of Insolvency and High Risk Uncollectible Uncollectible due to Technical Reasons Total Loans (1) Non-Accrual Loan Portfolio (2) With Preferred Guarantees With Other Guarantees Without Guarantees Total Non-Accrual Loan Portfolio Allowance for Loan Losses Ratios (%) Allowance for Loan Losses as a Percentage of Total Loans Non-Accrual Loan Portfolio as a Percentage of Total Loans Allowance for Loan Losses as a Percentage of Non-Accrual Loan Portfolio Non-Accrual Loan Portfolio with Guarantees as a Percentage of Non-Accrual Loan Portfolio 2014 2013 December 31, 2012 74,900 62,488 48,634 1,507 1,254 1,032 792 748 612 1,392 930 669 318 404 235 3 3 2 78,912 65,827 51,184 57 41 14 61 60 31 2,387 1,984 1,473 2,505 2,085 1,518 2,675 2,172 1,761 3.39 3.30 3.44 3.17 3.17 2.97 106.79 104.17 116.01 4.71 4.84 (1) Before allowances for loan losses. (2) Non-accrual loan portfolio is defined as the loan portfolio classified in the last four categories of the loan classification. 2.96 Financial Risks Financial risk is a phenomenon inherent to the financial brokerage activity. The exposure to the different financial risk factors is a natural circumstance that cannot be completely avoided without affecting the Bank’s long-term economic viability. However, the lack of management with regard to risk exposures is one of the most significant short-term threats. Risk factors need to be identified and managed within a specific policy framework that envisages the profile and the level of risk the Bank’s Board of Directors has decided to take to achieve its long-term strategic goals. The following risk factors subject to management and control have been identified: Continuity and stability of the sources of funds (deposits, debt, credit lines, other sources of funds). Market price of financial assets and/or derivative instruments listed on stock exchanges. Foreign currency exchange. Fluctuation in lending and borrowing interest rates. Credit risk from counterparties located in foreign jurisdictions. Regulatory restrictions on the remittance of financial instruments or else liquid funds to counterparties from abroad to comply with obligations undertaken. From this perspective, financial risk is defined as the possibility of sustaining losses due to variations in the market price of listed financial assets and liabilities, fluctuations in market interest rates, foreign currency exchange and changes in the Bank’s liquidity situation. Cross84 Grupo Financiero Galicia Annual Report Fiscal Year 2014 border, overseas foreign currency transfer risks and risk exposures in the Non-financial Public Sector are included within financial risks. Liquidity Risk This risk has to do with not being able to meet contractual commitments and the operational needs of the business without affecting market prices, attracting the attention of other market players and compromising the counterparty’s credit quality. Banco Galicia’s goal is to maintain an adequate level of liquid assets that allows it to meet financial commitments at contractual maturity, take advantage of potential investment opportunities and meet credit demand. Liquidity risk management is carried out by applying an internal model that is subject to a periodic review. The liquidity policy sets forth limits that cover three areas of liquidity risk: Liquidity in Terms of Stock: A level of management liquidity was established as the excess over legal minimum cash requirements, taking into consideration the characteristics and behavior of Banco Galicia’s different liabilities. The liquid assets that make up such liquidity were determined as well. Cash Flow Liquidity: gaps between the contractual maturities of consolidated financial assets and liabilities are analyzed and monitored. There is a cap for the gap between maturities, determined based on the gap accumulated against total liabilities permanently complied with during the first year. Concentration of Deposits: The concentration of deposits is regulated in terms of the ten leading customers and the following fifty customers; and a maximum limit with regard to the share in deposits is determined individually. With the purpose of monitoring and regulating possible concentrations of time deposits by organisms decentralized from the national government, the Bank decided to determine specific limits for these transactions, independently from the rest of Banco Galicia’s customers. In case circumstantial excesses over the concentration limits determined occur, these lead to higher requirements with regard to liquidity in terms of stock. Furthermore, the liquidity policy is supplemented by the Liquidity Contingency Plan that contemplates a set of early warnings to monitor liquidity evolution and possible business actions in order to obtain extraordinary liquid resources to address the above-mentioned situation. Additionally, a stress test program was designed to regularly evaluate the liquidity capacity specified by the policy, in order to address different scenarios, defined as extreme, according to historical experience. Liquidity Management (on an individual basis) As of December 31, 2014, the liquidity structure of the Bank in Argentina was as follows: Liquidity (Banco Galicia, on an unconsolidated basis) In millions of Pesos December 31, 2014 Legal Requirements Management Liquidity Total Liquidity (1) 11,465 12,563 24,028 (1) It does not include cash and due from banks of controlled companies. Grupo Financiero Galicia Annual Report Fiscal Year 2014 85 Legal requirements correspond to the minimum cash requirements for Peso- and U.S. Dollardenominated assets and liabilities as per the rules and regulations of the Argentine Central Bank. The assets computable for compliance with this requirement are the balances of the Peso- and U.S. Dollar-denominated deposit accounts at the Argentine Central Bank and the escrow accounts held at the Argentine Central Bank in favor of clearing houses. Management liquidity, defined as a percentage over deposits and other liabilities, is made up of the following items: Lebac, Bonar 2014, Bonar 2015, overnight placements in banks abroad, net short-term interbank loans (call loans), technical cash and placements at the Argentine Central Bank in excess of the necessary items to cover minimum cash requirements. Liquidity Gaps To analyze the flows and as a supplement to the above-mentioned analysis of liquidity in terms of stock, the “Liquidity Gap” is prepared, showing the mismatches resulting from the contractual maturity of consolidated financial assets and liabilities. Liquidity Gap In millions of Pesos Assets Cash and Due from Banks Argentine Central Bank – Escrow Accounts Overnight Placements in Banks Abroad Loans – Public Sector Loans – Private Sector Government Securities Negotiable Obligations and Corporate Securities Financial Trusts Other Financing Receivables from Financial Leases Others Total Assets Liabilities Deposits in Savings Accounts Demand Deposits Time Deposits Negotiable Obligations International Banks and Credit Entities Local Financial Institutions Other Financing (1) Total Liabilities Asset / Liability Gap Cumulative Gap Ratio of Cumulative Gap to Cumulative Liabilities Ratio of Cumulative Gap to Total Liabilities Less than One Year 1-5 Years 5-10 Years December 31, 2014 Over 10 Total Years 4,699 - - - 4,699 13,537 - - - 13,537 261 - - - 261 150 - - - 150 57,142 8,678 137 7 65,964 9,584 131 - - 9,715 364 434 4 - 802 2,366 572 16 - 2,954 86 - - - 86 164 224 103 16 507 34 - - - 34 88,387 10,039 260 23 98,709 16,744 - - - 16,744 16,389 - - - 16,389 31,012 8 - - 31,020 2,595 6,785 - - 9,380 617 191 - - 808 1,065 49 - - 1,114 14,623 - - - 14,623 83,045 7,033 - - 90,078 5,342 3,006 260 23 8,631 5,342 8,348 8,608 8,631 8,631 6.4% 9.3% 9.6% 9.6% 5.9% 9.3% 9.6% 9.6% Principal plus CER adjustment. It does not include interest. (1) It includes, mainly, debt with stores in connection with credit card operations, liabilities in connection with repurchase agreement transactions and debt with domestic credit agencies and collections for third parties. The table above is prepared taking into account contractual maturity. Therefore, all financial assets and liabilities with no maturity date are included in the “Less than One Year” category. 86 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Banco Galicia must comply with a maximum limit for liquidity mismatches. This limit has been established at -25% (minus 25%) for the ratio of cumulative gap to total liabilities within the first year. Currency Risk (Currency Mismatch) Financial brokerage naturally involves the raising of funds and the subsequent use thereof. Both funding (deposits and other alternative sources of financing) and the use of the funds in loans and/or investments can be carried out in assets and liabilities denominated in different currencies. This possible currency mismatch between liabilities and the use thereof on assets generates a source of risk that arises from the variations in the different foreign currency exchange rates. This risk is inherent to the structure of assets and liabilities per currency. Currency risk is defined as the risk of incurring in equity losses as a consequence of variations in the foreign currency exchange rates in which assets and liabilities (both on and off the Balance Sheet) are denominated. The policy framework currently in force establishes limits in terms of maximum net asset positions (assets denominated in a currency which are higher than the liabilities denominated in such currency) and net liability positions (assets denominated in a currency which are lower than the liabilities denominated in such currency) for mismatches in foreign currency, as a proportion of the Bank’s computable regulatory capital (RPC, as per its initials in Spanish), on a consolidated basis. Banco Galicia manages mismatches not only regarding assets and liabilities, but also covering mismatches through the foreign currency futures market. Transactions in foreign currency futures (U.S. Dollar futures) are carried out through MAE, ROFEX and with customers. These transactions are subject to limits that take into consideration characteristics particular of each trading environment. The table below shows the composition of the Bank’s shareholders’ equity as of December 31, 2014, by currency and type of principal adjustment: Composition of Shareholders’ Equity as of December 31, 2014 In millions of Pesos Financial Assets and Liabilities Pesos - Adjusted by CER Pesos – Non-Adjusted Foreign Currency (1) Other Assets and Liabilities Total Gaps Adjusted for Forward Transactions Recorded in Memorandum Accounts: Financial Assets and Liabilities Pesos - Adjusted by CER Pesos- Non-Adjusted (2) Foreign Currency (1) (2) Other Assets and Liabilities Total Adjusted Gaps Assets 99,846 Liabilities 91,811 Gap 8,035 801 11 790 86,233 78,500 7,733 12,812 13,300 (488) 6,116 4,251 1,865 105,962 96,062 9,900 99,846 91,811 8,035 801 11 790 78,013 72,287 5,726 21,032 19,513 1,519 6,116 4,251 1,865 105,962 96,062 9,900 (1) Stated in Pesos, at the exchange rate of Ps. 8.5520 per U.S. Dollar. (2) Adjusted for forward sales and purchases of foreign exchange, without delivery of underlying assets and recorded in Memorandum Accounts. As of December 31, 2014, considering the adjustments from forward transactions recorded under memorandum accounts, Banco Galicia had net asset positions in foreign currency and Pesos adjusted and non-adjusted by CER. Grupo Financiero Galicia Annual Report Fiscal Year 2014 87 The paragraphs below describe the composition of the different currency mismatches as of December 31, 2014. Peso-denominated Assets and Liabilities Adjusted by CER At fiscal year-end, the Bank had a net asset position of Ps. 790 million, mainly made up of Ps. 788 million corresponding to the participation certificate in Galtrust I Financial Trust. The limit established for the CER-adjusted mismatch is at 100% and at 25% of the Bank’s RPC for the net asset position and the net liability position, respectively. At fiscal year-end, the asset position in Pesos adjusted by CER accounted for 10.1% of the Bank’s RPC. Foreign Currency Assets and Liabilities The Bank’s assets denominated in foreign currency mainly comprised the following: (i) Cash and balances held at the Argentine Central Bank and correspondent banks for Ps. 8,004 million; (ii) loans to the non-financial private sector and residents abroad for Ps. 2,800 million (principal and interest, net of allowances), and (iii) government securities for Ps. 1,184 million. The Bank’s liabilities denominated in foreign currency consisted mainly of: (i) Deposits for Ps. 4,825 million (principal, interest and quotation differences); (ii) Ps. 6,452 million of subordinated and unsubordinated negotiable obligations issued by Banco Galicia and the regional credit-card companies; (iii) debt with international banks and credit agencies for Ps. 504 million; and (iv) Ps. 1,017 million in connection with collections for third parties. A net liability position of Ps. 488 million stemmed from the consolidated balance sheet. Furthermore, forward transactions in foreign currency without delivery of the underlying asset for a notional value of Ps. 2,007 million were recorded in memorandum accounts. Therefore, as of that date, the Bank’s net position in foreign currency adjusted to reflect these transactions was an asset position of Ps. 1,519 million, equivalent to US$ 178 million. Banco Galicia has set limits as regards foreign-currency mismatches at -10% (minus 10%) of the Bank’s RPC for its net asset position and its short position. At the end of the fiscal year, Banco Galicia's net asset position in foreign currency represented 14.6% of its RPC. Non-adjusted Peso-denominated Assets and Liabilities The Bank’s non-adjusted Peso-denominated assets mainly comprised the following: (i) Loans to the non-financial private sector for Ps. 63,602 million (principal plus interest, net of allowances); (ii) cash and balances held at the Argentine Central Bank and correspondent banks for Ps. 10,232 million (including the balance of escrow accounts); (iii) Ps. 7,096 million corresponding to the holdings of securities issued by the Argentine Central Bank; (iv) Ps. 1,020 million corresponding to debt securities and participation certificates in various financial trusts; and (v) Ps. 1,452 million corresponding to holdings of Bonar 2016, Bonar 2017, Bonar 2019 and others. Banco Galicia’s non-adjusted Peso-denominated liabilities mainly comprised: (i) Deposits for Ps. 59,870 million (principal plus interest); (ii) liabilities with stores in connection with Banco Galicia’s credit card activities and the regional credit-card companies for Ps. 10,893 million; (iii) Ps. 3,304 million corresponding to negotiable obligations issued by regional credit-card companies and CFA; and iv) Ps. 1,086 million in liabilities with local financial institutions (almost all corresponding to the regional credit-card companies). 88 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The net asset position in non-adjusted Peso-denominated assets and liabilities was of Ps. 5,726 million at fiscal year-end. Other Assets and Liabilities In the category “Other Assets and Liabilities”, the assets were mainly the following: (i) Bank, premises and equipment, miscellaneous and intangible assets for Ps. 3,696 million; (ii) miscellaneous receivables for Ps. 1,364 million; and (iii) equity investments in other companies for Ps. 89 million. Liabilities mainly included the following: (i) Ps. 3,085 million recorded under “Miscellaneous Liabilities”, and (ii) provisions for other contingencies for Ps. 352 million. Interest Rate Risk (Balance Sheet Structural Risk) Another distinctive and natural characteristic of financial brokerage is the existence of interestearning assets and interest-bearing liabilities with different maturities (or different rate repricing periods) and interest rates that can be fixed or variable. This situation leads to a gap or mismatch that arises from the balance sheet and measures the imbalance between fixedand variable-rate assets and liabilities, and results in the so-called interest-rate risk or else Balance Sheet structural risk. A commercial bank can face the interest rate risk on both sides of its balance sheet: With regard to the income generated by assets (loans and securities) and the expenses related to the interest-bearing liabilities (deposits and others sources of funds). The policy currently in force defines this gap as the risk that the financial margin and the economic value of equity may vary as a consequence of fluctuations in market interest rates. The magnitude of such variation is associated with the sensitivity to interest rates of the structure of the Bank's assets and liabilities. Aimed at managing and limiting the sensitivity of Banco Galicia's economic value and results with respect to variations in the interest rate inherent to the structure of certain assets and liabilities, the following caps have been determined: Limit on the net financial income for the first year. Limit on the net present value of assets and liabilities. Limit on the Net Financial Income for the First Year The effect of interest rate fluctuations on the net financial income for the first year is calculated using the methodology known as scenario simulation. On a monthly basis, net financial income for the first year is simulated in a base scenario and in a “+100 basis points” scenario. In order to prepare each scenario, different criteria are assumed regarding the sensitivity to interest rates of assets and liabilities, depending on the historical performance observed of the different balance sheet items. Net financial income for the first year in the “+100 basis points” scenario is compared to the net financial income for the first year in the base scenario. The resulting difference is related to the annualized accounting net financial income for the last calendar trailing quarter available, for Banco Galicia on a consolidated basis, before quotation differences and CER adjustment. The limit on a potential loss in the “+100 b.p.” scenario with respect to the base scenario was established at 20% of the net financial income for the first year, as defined in the above paragraph. At fiscal year-end, the negative difference between the net financial income for the first year corresponding to the “+100 b.p.” scenario and that corresponding to the “base” scenario accounted for 0.1% of the net financial income for the first year. Limit on the Net Present Value of Assets and Liabilities Grupo Financiero Galicia Annual Report Fiscal Year 2014 89 The net present value of assets and liabilities is also calculated on a monthly basis and taking into account the assets and liabilities of Banco Galicia's consolidated balance sheet. The net present value of the consolidated assets and liabilities, as mentioned, is calculated for a “base” scenario in which the listed securities portfolio is discounted using interest rates obtained according to yield curves determined based on the market yields of different reference bonds denominated in Pesos, in U.S. Dollars and adjusted by the CER. Yield curves for unlisted assets and liabilities are also created using market interest rates. The net present value of assets and liabilities is also obtained for a second scenario where portfolios are discounted at the rates of the aforementioned yield curves plus 100 basis points. It is worth mentioning that, in order to prepare the second scenario, it is assumed that an increase in domestic interest rates is not transferred to the yield curves of the portfolios in U.S. Dollars, and that, in the case of portfolios adjusted by CER, said rates are considered as fixed rates. By comparing the values obtained for each scenario, the difference between the present values of shareholders’ equity in each scenario can be drawn. The limit on a potential loss in the present value of shareholders’ equity resulting from a 100 basis points increase in interest rates regarding the base scenario was established at 3% of the RPC. As of the fiscal year-end, a 100 b.p. increase in interest rates (as mentioned in the paragraph above) resulted in a reduction in the present value of Banco Galicia's shareholders’ equity in comparison to the value calculated for the base scenario, equivalent to -0.7% (minus 0.7%) of the RPC. The analysis made was based on deterministic methods, which take in consideration only the aforementioned scenario. With the purposes of covering a larger number of scenarios, and therefore, a greater variation range of the pertinent variables, during 2010 a Balance Sheet Structural Risk Manager started being developed, which, with stochastic simulations, allows covering a wider range of scenarios and generate results for a large variety of analyses. One of the main applications of the manager is the estimation of the economic capital consumption of the balance sheet structural risk. The manager will estimate the VaR (Value at Risk) inherent to the Bank's assets and liabilities, based on the generation of a considerable number of simulations of interest rates’ movements. The VaR is associated with specific levels of likelihood of occurrence or degree of confidence. In fiscal year 2014, the systematic evaluation of the economic capital continued, within a comprehensive risk management framework as regards Banco Galicia. Market Risk The exposure to portfolios of listed financial instruments, whose value varies according to the movement in their market prices, is subject to a specific policy framework that regulates the risk of incurring a loss as a consequence of the variation of the market price of financial assets whose value is subject to negotiation. Brokerage transactions and/or investments in government securities, currencies, negotiable obligations, derivative products and debt instruments issued by the Argentine Central Bank are governed by the policy that limits the maximum tolerable losses in a given fiscal year. In order to measure and monitor this source of risk, the model known as VaR is used, among others. This model determines intra-daily, for the Bank individually, the possible loss that could be generated by the positions in securities, derivative instruments and currencies under certain parameters. The parameters taken into consideration are as follows: 90 Grupo Financiero Galicia Annual Report Fiscal Year 2014 (i) A 95% - 99% degree of confidence. (ii) VaR estimates are made for holding periods of one day and “n” days, where “n” is defined as the number of days necessary to settle the position in each security. (iii) In the case of new issuances, the available trading days are taken into consideration; if there are not enough trading days or if there are no quotations, the volatility of bonds from domestic issuers with similar risk and characteristics is used. Likewise, the measurement method known as DVO1 (Dollar Value of One Basis Point) is also applied to measure and monitor the trading of debt instruments issued by the Argentine Central Bank and the brokerage of negotiable obligations. Banco Galicia's policy requires that the Risk Management and Treasury Divisions agree on the parameters under which the models work, and establishes the maximum losses authorized both for securities, foreign-currency, Argentine Central Bank’s debt instruments and derivative products in a fiscal year. Maximum losses were established in: Risk Currency Fixed-Income Interest Rate Derivatives Policy on Limits Ps. 35 million Ps. 148 million Ps. 10 million Furthermore, the policy includes the regular carrying out of stress tests, which goal is to assess the risk positions and their results, under adverse market conditions. Finally, “contingency plans” were designed for each transaction, which include the actions to be implemented in a critical scenario. Cross-border Risk It is the risk of incurring in equity losses as a consequence of the impairment or uncollectibility of exposures (loans, positions in securities, equity investments, and liquidity) located in international jurisdictions. It comprises risks generated by entering into transactions with public or private counterparties residing abroad. In order to regulate risk exposures in international jurisdictions, limits were established taking into consideration the jurisdiction’s credit rating, the type of transaction and a maximum exposure per counterparty. The Bank defined its policy by setting maximum exposure limits measured as a percentage of its RPC and taking into account if the counterparty is considered investment grade: Grupo Financiero Galicia Annual Report Fiscal Year 2014 91 Risk Required Credit Rating Investment Grade Not Investment Grade -Jurisdictional Risk - International Rating - No limit - Maximum limit: 5% -Counterparty Risk Agency - International Banking Relations - Maximum limit: 15% - Maximum limit: 1% - Only foreign trade - Credit Division - The limit is distributed between financial and foreign trade transactions, thus absorbing local counterparty margin transactions Overseas Foreign Currency Transfer Risk With the purpose of mitigating the risk resulting from an eventual change in domestic laws that may affect overseas foreign currency transfers, in order to meet incurred liabilities, a policy was devised to set a limit for liabilities transferred abroad, as a proportion to total consolidated liabilities. Such ratio was fixed in 15%. As of December 31, 2014, exposure stood at 8.3% over total liabilities. Risk Exposures in the Non-financial Public Sector Risk exposures in the “Non-financial Public Sector” in federal, provincial and municipal jurisdictions are regulated by a management policy set in the last quarter of fiscal year 2012. The policy sets limits on risk exposures, establishing a “possible loss” (as a percentage of the Bank’s RPC) associated with a given position, contemplating in its application the debt instruments issued by the different jurisdictions and other possible vehicles of financing to the Non-financial Public Sector. The policy is also supplemented by a limit that establishes that the total position in the Non-financial Public Sector should not exceed a given percentage of the Bank’s RPC. The limits set are as follows: - The possible loss cannot exceed 4% of the Bank’s RPC. The total position cannot exceed 70% of the Bank’s RPC. Operational Risk Banco Galicia adopts the definition of operational risk determined by the Argentine Central Bank and the best international practices. Operational risk is the risk of losses due to the lack of conformity or due to failure of internal processes, the acts of people or systems, or else because of external events. This definition includes legal risk, but does not include strategic and reputation risks. Banco Galicia defined the framework for the operational risk management, which comprises the financial institution’s policies, practices, procedures and structures for its proper management. The Risk Management Division, independent from the business or support units involved, includes a specific unit that is responsible for the management of such risks. The duties of this unit are, among others, to develop and monitor the operational risk management model, inherent in the Bank’s products, activities, processes, systems and technology, aligned with 92 Grupo Financiero Galicia Annual Report Fiscal Year 2014 the regulations and best practices in force, organize the main necessary processes, provide advice, training and support to divisions, ensure that the Bank’s contingency, recovery and activity continuity plans are developed according to the size and complexity of its operations, as well as the respective tests thereon. The operational risk management is understood as the identification, assessment, monitoring, control and mitigation of this risk. It is an ongoing process carried out throughout the Bank, which fosters a risk management culture at all organization levels through an effective policy and a program led by Senior Management. Identification The starting point of the operational risk management is the identification of risks and their association with the controls established to mitigate them, considering internal and external factors that may affect the process development. The results of this exercise are entered into a log of risks, which acts as a central repository of the nature and status of each risk and controls thereof. Assessment Once risks have been identified, the size in terms of impact, frequency and likelihood is determined. Monitoring The monitoring process allows detecting and correcting the possible deficiencies in operational risk management policies, processes and procedures or their update. Risk Control and Mitigation The control process ensures compliance with internal policies and analyzes risks and responses to avoid, accept, mitigate or share them, by aligning them with the risk tolerance defined. The methodological approach adopted by the Bank includes several management tools. Self-Risk Assessment The self-risk assessment is a process to identify and assess existing risks, considering the controls established to manage and mitigate them. The self-assessment is a critical component of the operational risk management framework since the vulnerability of operations and activities to risk can be verified based on this process. Assessment can be quantitative or qualitative. Operational Risk Map The operational risk map allows viewing all the risks assessed within a matrix of colors that, at first sight, points out those risks in a classification of high, very high, medium, low and very low, for their later analysis and for the preparation of reports or action plans. Risk Indicators Risk indicators, which are risk assessment mechanisms based on thresholds set, are defined by business and support area managers, and offer a fair basis to estimate the likelihood and severity of one or more operational risk events. Collection of Risk Events It is the tool whereby material data about risk events detected are identified and logged systematically. The collection of these events contributes to reducing incidents and the amounts of losses, as well as improving the products service quality. Grupo Financiero Galicia Annual Report Fiscal Year 2014 93 The Bank has defined training strategies, together with the Organizational Development and Human Resources Division, for the purpose of training and making all its employees aware of the importance of the operational risk and its proper management. For training programs, the Argentine Central Bank regulations and the definitions included in the Operational Risk Policy are taken into account. The Bank has also defined policies to mitigate risks derived from service outsourcing and a code of conduct governing the relationship with suppliers. The Bank also ensures that its operational risks are appropriately assessed before launching or introducing new products, activities, processes or systems. REGULATORY CAPITAL Grupo Financiero Galicia, as well as the companies it controls, is regulated by the Corporations Law. In Section 186, the law establishes the minimum capital amount of a corporation. Through Decree 1331/12, which came into force on October 8, 2012, such amount was determined to be Ps. 100,000. Banco Galicia With regard to regulatory capital, Banco Galicia must comply with the regulations set forth by the Argentine Central Bank. These regulations are based on the Basel Committee methodology, and establish the minimum capital a financial institution is required to maintain in order to cover the different risks inherent to its business activity and incorporated into its assets. Such risks mainly include: Credit risk, generated both by exposure to the private sector and to the public sector; market risk, generated by positions in securities, foreign-currency and CER; and interest-rate risk, generated by mismatches between assets and liabilities in terms of interest-rate repricing. Originally, the minimum capital requirement stated by the new regulations was 8% of risk-weighted assets, for exposure to both the private sector and the public sector, with said requirement being lower depending on the existence of certain guarantees in the case of private-sector assets and for certain liquid assets. Over time, the Argentine Central Bank established modifications to the regulations, being the following the most significant and recent ones. As from February 1, 2012, the Argentine Central Bank established an additional capital requirement for the operational risk coverage, equal to 15% of the annual average of financial income and net income from services corresponding to the last 36 months before the calculation date, excluding some items that are considered extraordinary or not closely related to this risk. Later, the Argentine Central Bank made some modifications to the determination of the regulation on “Minimum Capital Requirements for Financial Institutions”, in force as from fiscal year 2013. The main changes with regard to computable capital are as follows: Computable regulatory capital is divided into Basic Shareholders’ Equity (Tier 1 Capital) and Supplementary Shareholders’ Equity (Tier 2 Capital). Deductible Items start to be mainly part of the Basic Shareholders’ Equity. Results for the period are part of the Basic Shareholders’ Equity (previously they were part of the Supplementary Shareholders’ Equity). 94 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Supplementary Shareholders' Equity includes subordinated negotiable obligations and 100% of the allowances for loan losses on the portfolio in normal situation (previously it was 50%). Regardless of the reduction in their calculation by 20% per year starting five years before their maturity, thanks to these new regulations subordinated negotiable obligations shall be computed at 90% of their value, decreasing 10 percentage points every 12 months. The main changes with regard to the minimum capital requirements are as follows: Loans in Pesos to the non-financial public sector: 0% (before: 8%). Bank premises and equipment and miscellaneous assets: 8% (before: 10%). Modification with regard to weights: Family Mortgage Loans: from 50% to 35% over the 8%, if the amount does not exceed 75% of the asset value. Retail portfolio1: 75% over 8% (previously: 100% over 8%). Minimum capital requirements must be met by the Bank, not only on an individual basis, but also on a consolidated basis with its significant subsidiaries. In the table below, Banco Galicia’s information on regulatory capital and compliance with regulations on minimum capital requirements is consolidated with Tarjetas Regionales S.A. and its subsidiaries, CFA and Banco Galicia Uruguay (in liquidation). Regulatory Capital (*) In millions of Pesos, except for ratios 2014 2013 December 31, 2012 Shareholders’ Equity 9,899 6,741 4,904 Minimum Capital Requirements (a) 7,077 5,691 4,266 5,098 4,328 3,486 200 58 16 - - 47 1,779 1,305 717 Loans, Fixed Assets, Public Sector and Other Assets Market Risk Value Interest-Rate Risk Value Operational Risk Computable Capital (b) 10,133 7,513 5,611 Tier One Common Capital 8,041 5,478 4,272 Tier Two Common Capital 2,020 1,805 1,314 72 230 25 Difference (b – a) 3,056 1,822 1,345 Total Risk Assets 63,690 52,605 43,092 Additional Capital per Market Variation Ratios (%) Shareholders’ Equity as a % of Total Consolidated Assets 9.34 8.20 7.81 Excess Over Required Capital as % of Required Capital 43.18 32.02 31.53 Total Capital Ratio 15.91 14.28 13.02 (*) In accordance with Argentine Central Bank regulations applicable at each date. As of the close of the fiscal year, Banco Galicia’s computable capital exceeded in Ps. 3,056 million (43%) the minimum capital requirement, which was of Ps. 7,077 million. This excess amount was of Ps. 1,822 million (32%) as of the close of fiscal year 2013. The minimum capital requirement increased by Ps. 1,386 million when compared to fiscal year 2013. This variation was mainly attributable to the increase in the requirements related to the Retail portfolio is made up of loans to individuals lower than Ps. 200,000 and loans to MiPyMEs (MicroPyMEs) up to Ps. 6 million, as long as the agreed amount does not exceed 30% of income. 1 Grupo Financiero Galicia Annual Report Fiscal Year 2014 95 following: i) financing to the private sector: Ps. 770 million, due to the growth of its portfolio’s balances, and ii) operational risk: Ps. 474 million. Computable capital increased by Ps. 2,620 million when compared to fiscal year 2013, mainly as a consequence of the following: i) an increase of Ps. 2,563 million in Tier 1 Common Capital, mostly for the higher results recorded, offset by higher deductions as a consequence of organization and development expenses, and ii) an increase in Tier 2 Common Capital for Ps. 215 million. Insurance Companies The insurance companies controlled by Sudamericana Holding S.A. must meet the minimum capital requirements set by the Argentine Superintendency of Insurance. The abovementioned regulatory agency requires insurance companies to maintain a minimum capital level based on: a) line of insurance; b) premiums and surcharges and c) claims. The minimum required capital must then be compared to computable capital, defined as shareholder’s equity less noncomputable assets. Noncomputable assets consist mainly of deferred charges, pending capital contributions, proposed distribution of profits and excess investments in authorized instruments. As of December 31, 2014, the computable capital of the companies controlled by Sudamericana Holding S.A. exceeded the minimum requirement of Ps. 267 million by Ps. 46 million. Sudamericana Holding S.A. also holds Galicia Broker Asesores de Seguros S.A., company dedicated to the brokerage in different lines of insurance that is regulated by the guidelines of the Corporations Law. CAPITAL AND RESERVES AND PROPOSED DISTRIBUTION OF PROFITS As of the close of fiscal year ended December 31, 2014, balances corresponding to capital, capital adjustment, premium for trading of shares in own portfolio and additional paid-in capital totaled Ps. 1,797,990,556.43. Profits recorded in fiscal year 2014 amounted to Ps. 3,337,790,091.13, which the Board of Directors proposes to distribute as follows: 96 Grupo Financiero Galicia Annual Report Fiscal Year 2014 In Pesos To Legal Reserve To Cash Dividends 24,432,197.28 (1) To Discretionary Reserve 100,000,000.00 3,213,357,893.85 (1) 7.69074235% with regard to 1,300,264,597 Class “A” and “B” ordinary shares with a face value of Ps. 1 each. (2) Pursuant to what is set forth in the last paragraph of the section incorporated by Act No. 25585 after Section 25 of Act No. 23966, when decided, and in the cases that may correspond, the Company will be restored the amounts corresponding to the tax on personal assets it paid for fiscal year 2014 in its capacity as substitute taxpayer of the shareholders subject to the above-mentioned tax. Additionally, pursuant to Section 4 of Act No. 26893, the Company shall withhold 10% for income tax from those shareholders subject to the tax. Should the foregoing proposal be approved, the composition of Grupo Financiero Galicia S.A.’s shareholders’ equity, as of December 31, 2014, pursuant to the applicable regulations, would be as follows: In Pesos Capital Stock Capital Adjustment Premium for Trading of Shares in Own Portfolio 1,300,264,597.00 278,130,755.47 605,682.08 Additional Paid-in Capital 218,989,521.88 Profit Reserves Legal Reserve 315,679,070.49 Facultative Reserve Total Shareholders’ Equity 8,032,754,260.43 10,146,423,887.35 Eduardo J. Escasany Chairman of the Board of Directors Autonomous City of Buenos Aires March 10, 2015 This Annual Report contains statements regarding events which are currently anticipated to occur in the future, or forward-looking statements. These forward-looking statements or projections reflect Grupo Financiero Galicia S.A.’s opinions and expectations with respect to future events and their occurrence in general, as well as with respect to particular events. As a result of factors not considered, which are unforeseen at the time of making such forwardlooking statements or which are out of Banco de Galicia y Buenos Aires S.A.’s control, actual results or their consequences could differ significantly from those that are contemplated or estimated to occur in the future. Shareholders and other readers of this Annual Report are cautioned not to place undue reliance on such forwardlooking statements or projections, which speak only as of their dates. Grupo Financiero Galicia S.A. assumes no obligation to publicly update or revise any forward-looking statements or projections, whether as a result of new information, future events or otherwise. Finally, shareholders and any other reader of this Annual Report must note that this translation has been made from the original version written and expressed in Spanish, therefore, any matters of interpretations should be referred to the original version in Spanish. Grupo Financiero Galicia Annual Report Fiscal Year 2014 97 REPORT ON THE CODE ON CORPORATE GOVERNANCE The Board of Directors of Grupo Financiero Galicia S.A. (hereinafter “Grupo Financiero Galicia”) complies, in every relevant respect, with the recommendations included in the Code on Corporate Governance as Schedule IV to Title IV of the amended regulations issued by the National Securities Commission (Text amended in 2013). The aforementioned is in accordance with what stems from the following “Response Structure” table. As a general introduction, it should be noted that, since its beginning, Grupo Financiero Galicia has constantly shown respect for the rights of its shareholders, reliability and accuracy in the information provided, transparency as to its policies and decisions, and caution with regard to the disclosure of strategic business issues. Moreover, it should be said that all resolutions from the corporate bodies have been adopted pursuant to Grupo Financiero Galicia S.A.’s corporate interest. RESPONSE STRUCTURE – SCHEDULE IV REPORT ON THE DEGREE OF COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE Compliance Total (1) Partial (1) Noncompli ance (1) Report (2) or Explain (3) PRINCIPLE I. MAKE THE RELATIONSHIP TRANSPARENT AMONG THE ISSUER, THE GROUP HEADED THEREBY AND/OR OF WHICH IT IS A MEMBER AND ITS RELATED PARTIES Recommendation I.1: Ensure the disclosure by the Management Body of the policies applicable to the Issuer’s relationship with the group headed thereby and/or of which it is a member and its related parties. X Please answer if: The Issuer has an internal rule or policy for the authorization of transactions among related parties pursuant to Section 73 of Act No. 17811, transactions carried out with shareholders and members of the management bodies, first-line managers and syndics and/or members of the Oversight Committee, within the 98 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Pursuant to the provisions of Section 72 of the Capital Markets Law, every act or contract the company carries out or else enters into with a related party that involves a significant amount shall be subject to previous consideration by the Audit Committee, which shall issue a grounded opinion and shall determine whether its terms are reasonably appropriate with regard to ordinary and customary market conditions. The term to issue such opinion is 5 (five) calendar days. If the Board of Directors deems it necessary, it can request the opinion be issued by independent audit firms. In case the Audit Committee or else the independent audit firm believes the transaction conditions are not considered reasonably appropriate with regard to the market, under consideration by the Board of Directors, the transaction shall be subject to the prior approval by the Shareholders' Meeting. If the transaction conditions are considered reasonably appropriate with regard to ordinary and customary market conditions, the Board of Directors submits the issue for its approval and discloses the decision in minutes, indicating each Director’s vote. The report of the Audit Committee and, if applicable, the reports of independent audit firms, are made available for the environment of the economic group headed thereby and/or of which it is a member. Specify the main guidelines of the internal rule or policy. Recommendation I.2: Ensure the existence of mechanisms that would prevent conflicts of interests. Please answer if: Notwithstanding the regulations in force, the Issuer has clear policies and specific procedures for the identification, management and solving of conflicts of interest that could arise among the members of the Management Body, first-line managers and syndics and/or members of the Oversight Committee regarding their relationship with the Issuer or individuals related thereto. Describe the most significant aspects thereof. consideration of shareholders at the Company’s registered office, on the next business day after the corresponding decision of the Board of Directors has been adopted. This is informed to shareholders through the Financial Information Highway (AIF as per its initials in Spanish) of the National Securities Commission and the Market's Gazette. X Since it is a holding company, whose activity involves managing its equity investments, assets and resources, it has a limited personnel structure, what eases the identification, control and solving of possible conflicts of interest. In this regard, Grupo Financiero Galicia’s Code of Ethics sets forth that all the Company’s employees are responsible for avoiding acting on behalf of the Company in situations where the employee and/or a close relative has any kind of personal interest, and/or using the Company name improperly, and/or accepting any kind of favors from any individual or entity with which Grupo Financiero Galicia at present has or will have in the future a business relationship, and/or taking personal advantage from any business opportunity in which Grupo Financiero Galicia was involved, and/or providing any of Grupo Financiero Galicia’s competitors with any kind of assistance for the benefit of its commercial activity. In the event any conflict of interest arises due to employment reasons or of any other kind, the Company’s employees shall immediately report the situation to the person in charge of the Audit Committee. Company’s employees shall not perform business or professional activities at the same time as and similar to those ones carried out for Grupo Financiero Galicia, which in any way may compete with any of the Company’s businesses. Those Company’s employees who have any influence on Grupo Financiero Galicia’s business decisions, or any such employee’s close relative shall not have a significant financial interest; for example, as a shareholder or administrator, in any of Grupo Financiero Galicia’s suppliers, without the prior written consent by the Company’s Board of Directors. In the event any employee or such employee’s close relative has any significant financial interest in any of Grupo Financiero Galicia’s competitors, such employee shall report the situation to the person in charge of the Audit Committee. Company’s executive officers, managers, professionals and technicians who have undertaken any activity other than the one performed at Grupo Financiero Galicia shall fully inform about said activity to the person in charge of the Audit Committee. Company’s employees shall not carry out civic or political activities during business hours that may cause any conflict of interests, since this may be understood as Grupo Financiero Galicia’s participation in such activities. Pursuant to what is set forth in its rules and regulations, the Audit Committee shall intervene in cases of transactions where there are or may be Grupo Financiero Galicia Annual Report Fiscal Year 2014 99 conflicts of interests regarding members of the Company's governing bodies or controlling shareholders and, if applicable pursuant to the regulations in force, shall submit the market the pertinent information in due time. Recommendation I.3: Prevent the misuse of inside information. X Please answer if: Notwithstanding the regulations in force, the Issuer has policies and mechanisms that prevent the misuse of inside information by the members of the Management Body, first-line managers and syndics and/or members of the Oversight Committee, controlling shareholders or shareholders that have a material influence on the Issuer, professionals that take part and the rest of the individuals mentioned in Sections 7 and 33 of Decree No. 677/01. Describe the most significant aspects thereof. 100 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Grupo Financiero Galicia has staff in charge of Investor Relations, and the individuals who perform this function are in no case authorized to provide information that may place the person who requests such information in a privileged or advantageous position in comparison to the other shareholders or investors. In this regard, the Code of Ethics provides for that no accounting information that has not been already disclosed to the public as regards Grupo Financiero Galicia or its affiliates shall be released without the prior written approval by Grupo Financiero Galicia’s Chief Financial and Accounting Officer. Also, employees are not allowed to inform or use confidential information obtained while he/she works for Grupo Financiero Galicia for his/her own benefit or for third parties’ benefit, such as trading Grupo Financiero Galicia’s securities or securities of its potential commercial associates. Customers of Grupo Financiero Galicia’s related companies rely on the fact that their personal information was exclusively obtained with commercial purposes. Consequently, employees shall adopt the necessary measures to ensure confidentiality, integrity and availability of such data and information. This comprises identification of such data that have to be protected, adequate levels of protection for such data, and access to such protected data only by those people who must use them to perform their functions. Any employee who has any information due to his/her position or activity with respect to a Company’s performance or businesses subject to a public offering of securities, which has not been disclosed to the market and that may affect in any way such securities’ price, or that may affect trading transactions and negotiation of such securities, shall be strictly reserved about that information. Grupo Financiero Galicia’s employees or those people hired by Grupo Financiero Galicia, such as the cases of external audit or consulting services, shall refrain from using confidential information for their own benefit or for third parties’ benefit. Any employee shall be responsible for managing carefully access passwords, and under no circumstance he/she is allowed to inform them. Furthermore, employees shall refrain from informing confidential information to another person who then acquires or sells Grupo Financiero Galicia’s securities, including put or call options on such securities and/or trading securities from any other Company whose value could be affected by Grupo Financiero Galicia’s measures that have not been released to the public yet, as well as put or call options on such securities. PRINCIPLE II. LAY THE BASIS FOR A SOUND MANAGEMENT AND SUPERVISION OF THE ISSUER Recommendation II. 1: Ensure that the Management Body assumes the management and supervision of the Issuer and its strategic orientation. Please answer if: II.1.1 The Management Body approves: X With regard to the requirements, we inform the following: II.1.1.1 The strategic or business plan, as well as the annual management goals and budgets; X The Board of Directors approves the annual budget and monitors compliance therewith. Furthermore, in its capacity as a holding company, Grupo Financiero Galicia receives the business plans of the controlled companies and prepares a consolidated business plan taking into consideration the goals set, the business condition and the budgets submitted. II.1.1.2 The policy on investments (in financial assets and capital goods), and financing; X The policy on investments (in financial assets and capital goods) and financing is approved by the Board of Directors. II.1.1.3 The policy on corporate governance (compliance with the Code on Corporate Governance); X Grupo Financiero Galicia monitors the application of the corporate governance policies provided for by the regulations in force through the Audit Committee and the Disclosure Committee. There also exist matrices specially designed for the verification of certain aspects such as internal controls, independence of directors and regulatory updating. II.1.1.4 Policy to select, assess and compensate first-line managers; X The policy to select, assess and compensate first-line managers is defined and approved by the Board of Directors. II.1.1.5 Policy to assign responsibilities to first-line managers; X The policy to assign responsibilities to first-line managers is approved and monitored by the Board of Directors, which sets the guidelines thereof. II.1.1.6 Monitoring of succession plans of first-line managers; X The monitoring of succession plans of first-line managers is the responsibility of the Board of Directors. Taking into consideration the limited personnel structure of the Issuer, such plans are drawn up on an individual basis. II.1.1.7 Policy on corporate social responsibility; X The policies on corporate social responsibility are defined and carried out by each of the operating companies. II.1.1.8 Policy on comprehensive risk management and internal control, and fraud prevention; X The policies on risk management control, as well as any other which purpose is to monitor internal information and control systems, are defined within the framework of each of the affiliated operating companies. Nonetheless, and in addition to that, the Audit Committee and the Disclosure Committee monitor the actions taken by the main controlled companies. II.1.1.9 Policy on ongoing training for the members of the Management Body and the firstline managers; X Training of directors and managers, obviously to an extent that cannot be compared to what is required in the case of operating companies, is carried out pursuant to what the Board of Directors deems necessary. Grupo Financiero Galicia Annual Report Fiscal Year 2014 101 If the Company has these policies, describe the most significant aspects thereof. II.1.2 If deemed important, include other policies applied by the Management Body that have not been mentioned before, and specify the main aspects thereof. ----- ----- ------- --------------------------------------- II.1.3 The Issuer has a policy intended for ensuring the availability of material information for the Management Body’s decision-making, and a direct consultation way for managerial staff, in a symmetric manner for all of its members (executive, external and independent) and in advance, that allows the appropriate analysis of its contents. Specify. X The material information for the Board of Directors’ decisionmaking is put at the disposal of all of its members for their consideration, in advance for the detailed analysis thereof, with changes in the term pursuant to the scope and complexity of such information. The Managing Director and the Chief Financial and Accounting Officer are at the disposal of the directors to answer questions related to the duties assigned to them, or else to the reports prepared by them. They even take part in the meetings convened by directors in order to answer questions that could be raised when dealing with issues they are responsible for. II.1.4 Matters submitted for the Management Body's consideration are accompanied by an analysis of the risks associated with the decisions that could be adopted, taking into consideration the business risk level considered acceptable by the Issuer. Specify. X The Board of Directors fully complies with the requirement of having updated policies on risk control and management, in line with the best practices. The tasks related to risk information and internal control of each of the controlled companies are defined and carried out, rigorously, in each of them. This is particularly strict in the main controlled company, Banco Galicia, where the requirements to be complied with are stringent as it is a financial institution regulated by the Argentine Central Bank. Apart from the applicable domestic regulations, Grupo Financiero Galicia, in its capacity as a listed company on the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX). Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies. X The Board of Directors approves the annual budget and monitors compliance therewith. Furthermore, in its capacity as a holding company, Grupo Financiero Galicia receives the business plans of the controlled companies and prepares a consolidated business plan taking into consideration the goals set, the business condition and the budgets submitted. The Board of Directors strictly complies with the verification of the implementation of strategies and policies, and of compliance with the budget and operations plan, apart from Recommendation II.2: Ensure an effective business management control. Please answer if: The Management Body verifies: II.2.1 Compliance with the annual budget and business plan; II.2.2 The first-line managers’ performance and their compliance with the goals X 102 Grupo Financiero Galicia Annual Report Fiscal Year 2014 assigned to them (the level of intended profits versus the level of profits achieved, financial rating, accounting reporting quality, market share, etc.). Describe the most significant aspects of the Issuer’s Management Control policy, providing details of the methods used and the frequency of the monitoring carried out by the Management Body. Recommendation II.3: Report the Management Body’s performance evaluation process and the related impact. Please answer if: II.3.1 Each member of the Management Body complies with the Corporate Bylaws and, as the case may be, with the Regulations governing the Management Body’s operation. Specify the main guidelines set out in the Regulations. State the degree of compliance with the Corporate Bylaws and Regulations. II.3.2 The Management Body discloses the results of its performance considering the goals set at the beginning of the period, so that the shareholders may assess the degree of compliance with such goals, which contemplate both financial and non-financial aspects. Furthermore, the Management Body submits a diagnosis about the degree of compliance with the policies mentioned in Recommendation II, points II.1.1 and II.1.2. Specify the main aspects covered by the assessment conducted by the General Shareholders' Meeting on the Management Body’s compliance with the goals set and the policies mentioned in Recommendation II, points II.1.1 monitoring, on a monthly basis, the divisions in all the aspects provided for in the regulations. X Grupo Financiero Galicia’s directors strictly comply with the duties and responsibilities imposed on them by the Corporate Bylaws. In addition, all resolutions from the Board of Directors are adopted pursuant to the Issuer’s corporate interest. X Pursuant to the legal structure of corporations in Argentina, the Board of Directors can only explain its performance in order that other bodies are able to assess it (the Supervisory Syndics’ Committee or the Oversight Committee as bodies in charge of supervising the corporate management, or else the Shareholders’ Meeting, senior body with power to decide on the issue). This is such in Argentine law that the Corporations Law expressly prohibits in Section 241 that directors who are shareholders take part in the voting regarding their performance and responsibility. For that reason, Grupo Financiero Galicia’s Board of Directors provides thorough explanations in its Annual Report and answers all the questions asked at the Shareholders' Meeting, but it refrains from expressing an opinion on its performance in any form whatsoever. The assessment is conducted by shareholders at the Shareholders’ Meeting, taking as well into consideration the informed opinion of the Supervisory Syndics’ Committee (Grupo Financiero Galicia does not have an Oversight Committee). Grupo Financiero Galicia Annual Report Fiscal Year 2014 103 and II.1.2, mentioning the date of the Shareholders’ Meeting where such assessment was disclosed. Recommendation II.4: That the number of external and independent members represents a significant proportion in the Issuer’s Management Body. Please answer if: II.4.1 The proportion of executive, external and independent members (the latter defined by the regulations of this Commission) of the Management Body corresponds with the Issuer’s capital structure. Specify. II.4.2 During the current year, through a General Shareholders’ Meeting, the shareholders agreed on a policy aimed at having a proportion of at least 20% of independent members of total members of the Management Body. Describe the most significant aspects of such policy and of any shareholders’ agreement that allows understanding how the members of the Management Body are appointed and during which term. State whether the independence of the members of the Management Body has been challenged during the year and whether there have been abstentions due to conflicts of interests. X X 104 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Grupo Financiero Galicia complies with the appropriate standards regarding total number of directors, as well as number of independent directors. Its bylaws provide for the flexibility necessary to adapt the number of members to the possible variation of the conditions in which the company carries out its activities. Generally, there are between three and nine directors, as determined by the Shareholders’ Meeting in each opportunity. The Shareholders' Meeting can also appoint alternate directors up to a maximum that shall be equal to the number of regular directors appointed. In order to guarantee the continuous performance of its corporate business, the Board of Directors can be renewed partially, as long as the number of candidates proposed is enough so that shareholders may exercise their cumulative voting right. The drawing-up of the corresponding bylaws has been adopted in recent years, after careful studies had been carried out for the good performance of the body. The policy on the appointment of directors, both independent and not independent, is the responsibility of the Shareholders’ Meeting. Grupo Financiero Galicia’s Board of Directors does not take part in such decisions as its members have no decision-making power at the Shareholders’ Meeting. At Shareholders’ Meetings, the one who proposes the appointment of candidates for directors (the same happens with syndics) tells whether candidates are for one or the other category. At present, of the eight directors that form the Board of Directors, six are not independent and three are independent. With regard to the independence of the members of the Board of Directors, no challenges have taken place during the last year. Recommendation II.5: Agree on the existence of standards and procedures inherent to the selection and proposal of members of the Management Body and first-line managers. Please answer if: II.5.1 The Issuer has Appointment Committee: an ----- ----- ------- II.5.1.1 Made up of at least three members of the Management Body, mostly independent ones; II.5.1.2 Chaired by an independent member of the Management Body; II.5.1.3 That has members who prove to have adequate skills and experience in human resources policies-related matters; II.5.1.4 That meets at least twice a year; II.5.1.5 Whose decisions are not necessarily binding for the General Shareholders’ Meeting, but for consultation purposes as regards the appointment of the members of the Management Body. II.5.2 If there is an Appointment Committee, it: ----- ----- ------- Grupo Financiero Galicia understands that, within the framework of the legal structure in Argentina and market reality, it is not appropriate to create such a committee with the duties mentioned in this item. It should be noted that, unlike other legislations, under Argentine law the Shareholders’ Meeting has the exclusive power to appoint directors. Therefore, the recommendations regarding such a Committee would not be binding and could be even abstract. With regard to the appointment of first-line managers, the Board of Directors considers it is not convenient to create an Appointment Committee due to the reduced size of the company, as was mentioned before. ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ II.5.2.1. Verifies the review and assessment regulations and suggests Management Body modifications necessary approval; II.5.2.2 Suggests annual of its to the the for its ----- ----- ------- ------------------------------------------ the ----- ----- ------- ------------------------------------------ Grupo Financiero Galicia Annual Report Fiscal Year 2014 105 development of criteria (skills, experience, professional and ethical reputation, among others) for the appointment of new members of the Management Body and first-line managers; II.5.2.3 Identifies candidates for members of the Management Body to be proposed by the Committee to the General Shareholders’ Meeting; II.5.2.4 Suggests members of the Management Body that shall take part in the different committees of the Management Body pursuant to their background; II.5.2.5 Recommends that the Chairman of the Board of Directors is not also the Issuer’s Managing Director; II.5.2.6 Ensures the availability of resumes of the members of the Management Body and first-line managers on the Issuer’s website, where the duration of the members of the Management Body’s office is specified; II.5.2.7 Verifies the existence of a succession plan of the Management Body and of firstline managers. II.5.3 If considered important, include policies implemented by the Issuer’s Appointment Committee that have not been mentioned in the preceding point. Recommendation II.6: Assess whether it is advisable for members of the Management Body and/or syndics and/or members of the Oversight Committee to perform duties at several Issuers. Please answer if: The Issuer sets a limit for the members of the Management Body and/or syndics and/or ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ ----- ----- ------- ------------------------------------------ X 106 Grupo Financiero Galicia Annual Report Fiscal Year 2014 The Board of Directors is required to analyze whether it is convenient that directors and/or syndics perform duties at other institutions, or else it is irrelevant. This issue has been analyzed by Grupo Financiero Galicia repeatedly. Due to the fact that directors do not carry out full-time duties, and it is enriching that they be acquainted with the Board dynamics in other companies; limiting the number of institutions where they can be members of the Board of Directors is not deemed convenient. members of the Oversight Committee with regard to the performance of duties at other institutions that do not belong to the economic group headed by the Issuer and/or of which it is a member. Specify such limit and describe whether any violation to such limit took place during the year. Recommendation II.7: Ensure the training and development of members of the Management Body and first-line managers of the Issuer. Please answer if: II.7.1 The Issuer has ongoing Training Programs related to the existing needs of the Issuer for the members of the Management Body and first-line managers, which include matters about their roles and responsibilities, the comprehensive business risk management, specific business knowledge and the related regulations, the dynamics of corporate governance and corporate social responsibility matters. In the case of the members of the Audit Committee, international accounting, auditing and internal control standards, as well as specific capital market regulations. Describe the programs carried out during the year and the degree of compliance therewith. II.7.2 The Issuer, through other means not mentioned in II.7.1, encourages the members of the Management Body and first-line managers to be constantly trained so as to supplement their education level, thus adding value to the Issuer. State how this is done. X ------ As regards this item, the Board of Directors shall establish an ongoing training program for its members and for the management officers. Grupo Financiero Galicia, as an exclusively holding company, does not need to implement and have such a program as operating companies do. Notwithstanding the foregoing, the Board of Directors analyzes the specific needs on the issue. ------- ------------ The Issuer has no other alternative means to encourage members of the Board of Directors and first-line managers to be trained, as it does not deem it necessary. Grupo Financiero Galicia Annual Report Fiscal Year 2014 107 PRINCIPLE III. GUARANTEE AN EFFECTIVE POLICY TO IDENTIFY, ASSESS, MANAGE AND DISCLOSE THE BUSINESS RISK Recommendation III: The Management Body shall have a policy on the comprehensive business risk management and monitors its appropriate implementation. Please answer if: III.1 The Issuer has policies on comprehensive business risk (on compliance with strategic, operating, financial, accounting reporting, laws and regulations goals, among others). Describe the most significant aspects thereof. X The Board of Directors fully complies with the requirement of having updated policies on risk control and management, in line with the best practices. III.2 There is a Risk Management Committee inside the Management Body or General Division. Report on the existence of manuals of procedures and detail the main risk factors that are specific to the Issuer or its activity and the mitigation actions implemented. If there is not such a Committee, the risk management supervision role performed by the Audit Committee shall be described. Also, specify the degree of interaction between the Management Body or its committees and the Issuer’s General Division in relation to the comprehensive business risk management. X The tasks related to risk information and internal control of each of the controlled companies are defined and carried out, rigorously, in each of them. This is particularly strict in the main controlled company, Banco de Galicia y Buenos Aires S.A., where the requirements to be complied with are stringent as it is a financial institution regulated by the Argentine Central Bank. Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies. The Audit Committee also supervises the divisions with regard to all aspects related to risk management. X Grupo Financiero Galicia’s Managing Director implements the risk management policies established by the Board of Directors, under the supervision of the Audit Committee. X Apart from the applicable domestic regulations, Grupo III.3 There is an independent function within the Issuer’s General Division that implements the comprehensive risk management policies (Risk Management Officer function or equivalent one). Specify. III.4 Comprehensive risk 108 Grupo Financiero Galicia Annual Report Fiscal Year 2014 management policies are permanently updated according to authoritative recommendations and methodologies in the field. State which. III.5 The Management Body reports the results of monitoring the risk management performed jointly with the General Division in the financial statements and the Annual Report. Specify the main aspects of the above disclosures. Financiero Galicia, in its capacity as a listed company on the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX). X Grupo Financiero Galicia’s Board of Directors reports, through a note to its consolidated financial statements, the tasks carried out to monitor risk management. The main aspects dealt with are the following: Financial risk, liquidity, currency risk, interest rate risk, market risk, cross border risk, transfer risk, credit risk, operational risk and risk regarding money laundering and other illegal activities. PRINCIPLE IV. SAFEGUARD THE INTEGRITY OF FINANCIAL INFORMATION WITH INDEPENDENT AUDITS Recommendation IV: Ensure the independence and transparency of the duties the Audit Committee and the External Auditor are entrusted with. Please answer if: IV.1 The Management Body, when appointing the members of the Audit Committee, considering that most of them shall be independent, assesses whether it is advisable to be chaired by an independent member. X The Audit Committee is formed by three directors, two of whom are independent directors. The Committee is chaired by one of the independent directors. IV.2 There is an internal audit function that reports to the Audit Committee or the Management Body’s Chairperson and that is responsible for assessing the internal control system. State whether the Audit Committee or the Management Body annually assesses the performance of the internal audit area and the degree of independence of its professional work, understanding as such that the professionals in charge of such function are independent from X The Audit Committee conducts an annual assessment of the plans and performance of internal auditors, through the analysis of their Methodology and Annual Work Plan, meetings and reports. In addition, it assesses the internal controls currently in force at the Company and its main subsidiaries, and also it observes the requirements set forth in Section 404 of the U.S. SarbanesOxley Act, — and the related administrative/accounting system — through the analysis of the reports issued by both internal and external auditors and the Supervisory Syndics’ Committee, the analysis of the Company’s compliance with the certifications required by Sections 302 and 906 of the U.S. Sarbanes-Oxley Act, performed by the Company’s Disclosure Committee, as well as the interviews and clarifications made by the subsidiaries’ officers. Grupo Financiero Galicia Annual Report Fiscal Year 2014 109 the other operating areas and meet independence requirements with respect to the controlling shareholders or related entities that have a material influence on the Issuer. Also specify whether the internal audit function performs its work in conformity with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors (IIA). IV.3 The members of the Audit Committee annually assess the suitability, independence and performance of the external Auditors appointed by the Shareholders' Meeting. Describe the significant aspects of the procedures used to perform the assessment. X IV.4 The Issuer has a policy on the turnover of the members of the Supervisory Committee and/or the External Auditor, and, in the case of the latter, if turnover includes the external audit form or only natural persons. ------- The Audit Committee carries out an annual assessment of the independence, work plans and performance of external auditors, through the analysis of the different services rendered, the reports issued, interviews carried out, correspondence sent and received and reading of the documentation requested by the Committee. Additionally, and in compliance with the provisions set forth in the regulations in force, the Audit Committee annually files with the National Securities Commission a report on the Board of Directors’ proposals for the appointment of external auditors and the compensation for directors, for each fiscal year. ------- ------------- As regards syndics, the conclusion of the analysis is that such rotation is neither useful nor convenient, mainly due to the complexity of businesses to be controlled and the lengthy period of time it would take a person acting as syndic for the first time to start to understand such businesses. In connection with External Auditors, the following are applicable: Capital Markets Law, the amended regulations of the National Securities Commission (Text amended in 2013), the regulations applicable to external auditors’ firms of issuing companies registered in the United States of America (Securities Exchange Act of 1934, Section 10-A, Paragraph j. on “Audit Partner Rotation”; Sarbanes-Oxley Act of 2002, Title II, Section 203. “Audit Partner Rotation”; and the Code of Federal Regulations, Title 17, Chapter II, Section 210.2-01, paragraph (c)(6) of the Securities and Exchange Commission), and the best practices existing in the area. PRINCIPLE V. RESPECT THE SHAREHOLDERS’ RIGHTS Recommendation V.1: Ensure that the shareholders have access to the Issuer’s information. X Please answer if: 110 Grupo Financiero Galicia Annual Report Fiscal Year 2014 One of the issues related to Grupo Financiero Galicia S.A.'s policy on the transparency of information submitted to shareholders is that, apart from Grupo Financiero Galicia’s managers and executives, officers from all the companies that form the holding group, particularly Banco de Galicia y Buenos Aires, attend the Shareholders’ Meetings, with the purpose of answering questions that may be raised by shareholders. V.1.1 The Management Body fosters periodic informative meetings with the shareholders, which take place at the same time with the presentation of the interim financial statements. Specify stating the number and frequency of meetings held in the course of the year. V.1.2 The Issuer has mechanisms for reporting to investors and a specialized area to answer inquiries. It also has a website, which may be accessed by shareholders and other investors and which allows an access channel for them to establish contact between them. Specify. Recommendation V.2: Encourage the participation of shareholders. X Grupo Financiero Galicia presents its financial statements to the National Securities Commission, the Buenos Aires Stock Exchange, the Córdoba Stock Exchange, MAE, Nasdaq and the U.S. Securities and Exchange Commission. In addition, financial statements are published on the Company’s website, where shareholders may subscribe to the “E-Mail Alerts” system, which allows them to be updated through e-mail regarding all publications of financial statements, documents and significant events. Informative meetings are held every time an investor, or a group of investors, so requires. Grupo Financiero Galicia has staff in charge of Investor Relations. This department holds meetings and carries out conference calls with shareholders and holders of other securities, in which a director or senior officer participates. This department is also available to answer any questions from shareholders and investors. It is important to point out that the individuals who perform this function are in no case authorized to provide information that may place the person who requests such information in a privileged or advantageous position in comparison to the other shareholders or investors. In addition, the company has its own website (www.gfgsa.com) at the disposal of its shareholders. This website can be freely accessed and is permanently updated. This website is in line with the regulations in force; and legal, accounting, statutory and regulatory information required is available for the public. The website also has a channel for queries. X active all Please answer if: V.2.1 The Management Body takes measures to encourage the participation of all the shareholders at the General Shareholders’ Meetings. Specify by differentiating the measures required by law from those voluntarily offered by the Issuer to its shareholders. V.2.2. The General Shareholders' Meeting has Regulations to govern its operations, which ensure that the information is available well in advance for decisionmaking. Describe the main guidelines thereof. X ------- In order to invite shareholders to the General Shareholders' Meetings, the company makes publications at the Official Gazette, La Nación newspaper, the Buenos Aires Stock Exchange, Mercado Abierto Electrónico (MAE), Cordoba Stock Exchange, the National Securities Commission, Nasdaq and the U.S. Securities and Exchange Commission. In this regard, it seems it is not necessary to offer additional incentives aimed at promoting attendance to Shareholders’ Meetings, because during recent years attendance has been approximately 75% of the capital stock, percentage considered a very significant participation for a public company. ------- ------- Grupo Financiero Galicia believes the availability of information for decision-making at Shareholders’ Meetings, on the part of shareholders, is duly regulated by the Corporations Law, the Capital Markets Law and the regulations set forth by the National Securities Commission. Grupo Financiero Galicia Annual Report Fiscal Year 2014 111 V.2.3 The mechanisms implemented by the Issuer are applicable so that the minority shareholders propose matters to be discussed at the General Shareholders’ Meeting, in conformity with the provisions set out in effective regulations. Specify the results. X V.2.4 The Issuer has policies to encourage the participation of the most significant shareholders, such as institutional investors. Specify. ------- ------- ------- V.2.5 At the Shareholders' Meetings, where members of the Management Body are proposed, the following is informed prior to voting: (i) each candidate’s position regarding whether to adopt or not a Code on Corporate Governance; and (ii) the grounds for such position. ------- ------- ------- Recommendation V.3: Ensure the principle of equity between share and vote. X Please answer if: The Issuer has a policy that promotes the principle of equity between share and vote. State how the composition of outstanding shares has been changing during the last three years. Recommendation V.4: Establish mechanisms of protection for all shareholders against takeovers. Please answer if: The Issuer adheres to the system for the mandatory acquisition of shares in a public offering. Otherwise, specify whether there are other alternative systems, provided for by the Bylaws, such as tag along or others. Recommendation V.5: Increase Since its creation, Grupo Financiero Galicia has constantly shown respect for the rights of shareholders. That is why General Shareholders’ Meetings are convened and held in strict compliance with the procedures set forth by the Corporations Law, the Capital Markets Law, the regulations set forth by the National Securities Commission, the regulations of the stock exchanges on which its shares are listed and the Corporate Bylaws. The procedure for minority shareholders to exercise their right to include items in the agenda at Shareholders' Meetings is regulated within such legal and statutory framework. Furthermore, the company is controlled by representatives of the National Securities Commission and the stock exchanges, which verify whether the call for Shareholders’ Meetings and the holding thereof are carried out appropriately. Grupo Financiero Galicia has no policies to encourage the participation of institutional shareholders, since it believes they are not necessary. The percentage of attendance and participation has been very high during the last years. The Code on Corporate Governance is discussed and approved by Grupo Financiero Galicia's Board of Directors, for its inclusion in the Annual Report for each fiscal year. Consequently, its members agree with its contents and ratify such adherence expressly, through the approval recorded in minutes. To date, there have not been cases in which a director of the company adopted a position different and/or contrary to the adoption of the Code. Grupo Financiero Galicia has a capital stock of $ 1,300,264,597, divided into two classes of book-entry shares, Class “A” shares, with a face value of $ 1 each and entitled to 5 votes per share, and Class “B” shares, with a face value of $ 1 each and entitled to 1 vote per share. In agreement with the regulations set forth by the Law and by the Bylaws, each class of shares grants the holders thereof the same rights. ------- ------- ------- Once Capital Markets Law No. 26831 has become effective, Grupo Financiero Galicia S.A. has been comprised in the public offering system for acquisition and the system of residual equity interests. ------- ------- ------- Grupo 112 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Financiero Galicia has a capital stock of $ the percentage of outstanding shares on capital. 1,300,264,597, divided into two classes of book-entry shares, Class “A” shares, with a face value of $ 1 each and entitled to 5 votes per share, and Class “B” shares, with a face value of $ 1 each and entitled to 1 vote per share. In agreement with the regulations set forth by the Law and by the Bylaws, each class of shares grants the holders thereof the same rights. The company’s equity structure is made up of 21.63% Class "A" shares, 45.01% Class "B" shares and 33.36% ADRs (certificates of deposit of Class "B” shares). Furthermore, something worth noting is that Class "B" shares are authorized to be listed on the Buenos Aires Stock Exchange, Córdoba Stock Exchange, Mercado Abierto Electrónico (MAE) and Nasdaq of the United States of America (through ADRs). Please answer if: The Issuer has a dispersed share ownership of at least 20% for its ordinary shares. Otherwise, the Issuer has a policy for the increase of its dispersed share ownership in the market. State which is the Issuer’s percentage of dispersed share ownership as a percentage of capital stock and how it has changed during the last three years. Recommendation V.6: Ensure that there is a transparent policy on dividends. Please answer if: V.6.1 The Issuer has a policy on the distribution of dividends provided in the Corporate Bylaws and approved by the Shareholders' Meeting. Such policy establishes the conditions to distribute cash dividends or shares. If there is such a policy, state the criteria, frequency and conditions that shall be met for the payment of dividends. V.6.2 The Issuer has documented processes to prepare the proposal for allocation of the Issuer’s Unappropriated Retained Earnings that result in legal, statutory and voluntary reserves, carry forwards to new fiscal year and/or payment of dividends. Specify those processes and detail the Minutes of the General Shareholders’ Meeting whereby the distribution of dividends (in cash or shares) was or was not approved, if this is not provided in the Corporate Bylaws. X X Grupo Financiero Galicia’s policy for the distribution of dividends envisages, among other factors, the obligatory nature of establishing a legal reserve, the company’s financial condition and its indebtedness, the business requirements of affiliated companies, the regulations they are subject to and, mainly, that the profits recorded in the financial statements are, to a great extent, income from holdings and not realized and liquid profits, a requirement of Section 68 of the Corporations Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the Shareholders' Meeting that discusses the Financial Statements corresponding to each fiscal year. In the Annual Report to the Financial Statements, Grupo Financiero Galicia’s Board of Directors informs shareholders about the balances corresponding to Capital, Capital Adjustment and Premium for Trading of Shares in Own Portfolio, and makes a proposal for the distribution of profits, where the amount allocated to the distribution of dividends in cash is indicated. PRINCIPLE VI. KEEP A DIRECT AND RESPONSIBLE RELATION WITH THE COMMUNITY Recommendation VI: Provide the community with the disclosure of matters Grupo Financiero Galicia Annual Report Fiscal Year 2014 113 relating to the Issuer and a channel of direct communication with the Company. Please answer if: VI.1 The Issuer has an updated website of public access, which does not only furnish material information of the Company (Corporate Bylaws, group, members of the Management Body, financial statements, Annual Report, among others), but it also gathers inquiries of users in general. VI.2 The Issuer issues an annual Corporate Social Responsibility Report, which is verified by an independent External Auditor. If any, state the legal or geographic scope or coverage thereof and where it is available. Specify the standards or initiatives adopted to carry out its policy on corporate social responsibility (Global Reporting Initiative and/or the Global United Nations Compact, ISO 26.000, SA8000, Development Goals for the Millennium, SGE 21-Foretica, AA 1000, Equator Principles, among others). X ------- As informed in Principle V, Recommendation 1.2, the Company has its own website (www.gfgsa.com) at the disposal of its shareholders. This website can be freely accessed and is permanently updated. This website is in line with the regulations in force; and legal, accounting, statutory and regulatory information is available for the public. Furthermore, it has a channel of direct communication with the Company, where any interested party can raise its concerns, which are received and dealt with by Grupo Financiero Galicia. ------- ------- PRINCIPLE VII. COMPENSATE FAIRLY AND RESPONSIBLY Recommendation VII: Establish clear policies on the compensation of the members 114 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Grupo Financiero Galicia has a reduced structure since it is a holding company of a group, which main asset is the controlling equity interest in Banco de Galicia, which currently represents 100% of Banco Galicia’s capital stock. Consequently, the Corporate Social Responsibility Report is prepared by Banco de Galicia, which has already published its tenth Sustainability Report, through which the Bank’s strategy and management are disclosed, taking into consideration its three areas: economic, social and environmental performance. This report is of great importance for the Bank since it is a tool that allows the Bank to document annual performance and communicate progress and aspects to be improved and meet the expectations of stakeholders with which the Bank interacts, in a structured and ongoing manner. The report’s intention is that readers be able to know the company’s policies, practices and programs thanks to a clear reading, with quantitative information of interest that leaves readers to reflect on the importance of social players’ responsible contribution to sustainable development. Since 2007, internationally widely renowned guidelines and standards are applied: The guidelines of the Social Balance of the IBASE for the systematization of results with an economic value, the AA1000SES Accountability standard as a basis for the dialogue with stakeholders, the ISO 26000 standard on Social Responsibility, the communication on progress (COP) requirement with the commitment to the ten principles of the United Nations Global Compact and the G4 Global Reporting Initiative (GRI) guidelines with the Sector Supplement for Financial Services. In regard to this last tool, the Sustainability Report complies with the “In accordance” criteria and the Comprehensive option. The Sustainability Report is audited by PwC external auditors and checked by the GRI organization through the “Materiality Matters Check”. Since 2007, the Bank has adhered to the Equator Principles and since 2014, it forms part of the Executive Secretary of the Global Compact Network Argentina. of the Management Body and first-line managers, with special focus on establishing conventional or statutory limitations based on the existence or inexistence of profits. Please answer if: VII.1 The Issuer has Compensation Committee: a ----- ----- ----- Grupo Financiero Galicia has no Compensation Committee, and the Board of Directors considers it is not convenient to create one due to the reduced size of the company. Due to its nature, such a committee is common in big organizations. VII.1.1 Made up of at least three members of the Management Body, mostly independent ones; VII.1.2 Chaired by an independent member of the Management Body; ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ---- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- VII.1.3 That has members who prove to have adequate skills and experience in human resources policies-related matters; VII.1.4 That meets at least twice a year; VII.1.5 Whose decisions are not necessarily binding for the General Shareholders’ Meeting or for the Oversight Committee, but for consultation purposes as regards the compensation of the members of the Management Body. VII.2 If there is a Compensation Committee, it: VII.2.1 Ensures the existence of a clear relation between performance of the key members of staff and their fixed compensation and variable compensation, taking into consideration the risks undertaken and the management thereof; VII.2.2 Controls that the variable portion of the compensation of the members of the Management Body and first-line managers is related to the Issuer’s mid- and long-term performance; Grupo Financiero Galicia Annual Report Fiscal Year 2014 115 VII.2.3 Reviews the competitive position of the Issuer’s policies and practices regarding compensation and benefits of comparable companies, and suggests changes in case they are necessary; VII.2.4 Defines and communicates the policy on retention, promotion, layoff and suspension of key members of staff; VII.2.5 Informs the guidelines to determine the retirement plans of members of the Management Body and firstline managers of the Issuer; VII.2.6 Regularly informs the Management Body and the Shareholders’ Meeting about the measures taken and matters analyzed at its meetings, VII.2.7 Ensures attendance of the Chairman of the Compensation Committee at the General Shareholders’ Meeting that approves compensation to the Management Body so that it explains the Issuer’s policy on compensation to the members of the Management Body and first-line managers. VII.3 If considered important, include policies implemented by the Issuer’s Compensation Committee that have not been mentioned in the preceding point. VII.4 If there is no Compensation Committee, explain how the duties described in VII. 2 are performed within the Management Body itself. ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- ---------------------------------------- ----- ----- ----- The Audit Committee expresses its opinion on whether compensation proposals for Directors and top officers are reasonable, taking into consideration market standards. PRINCIPLE VIII. ENCOURAGE BUSINESS ETHICS Recommendation VIII: Ensure ethical behaviors at the Issuer. Please answer if: 116 Grupo Financiero Galicia Annual Report Fiscal Year 2014 VIII.1 The Issuer has a Business Code of Conduct. State the main guidelines and whether it is publicly known. Such Code is signed by, at least, the members of the Management Body and first-line managers. Indicate whether its application to suppliers and customers is encouraged. X Grupo Financiero Galicia has a Code of Ethics, which is signed by the members of the company, who agree with its contents and commit to carrying out business with honesty, responsibility and transparency. Such Code is public and can be read by Shareholders and/or any interested party on the company's website. VIII.2 The Issuer has mechanisms to receive any unlawful or unethical behavior reporting, either personally or electronically, ensuring that the information furnished is aligned with the highest confidentiality and integrity standards, as well as the record and conservation of the information. State whether the service to receive and assess reporting is rendered by the Issuer’s personnel or by external and independent professionals for further protection of those who report these events. X In Grupo Financiero Galicia’s website (www.gfgsa.com) there is a “Contact us” link where stakeholders can fill a form including their personal information and the reasons for their inquiries or claims. Such form is immediately sent to two employees experienced in dealing with inquiries and/or claims from investors, for the analysis and solution thereof. The process for the reception, analysis and solution of queries or claims is carried out with the highest confidentiality and integrity standards that are characteristic of Grupo Financiero Galicia. Investors can also raise their concerns in person, at the company’s registered office. In such a case, investors are received by employees especially appointed for such purpose, who try to answer questions completely and efficiently. In case an immediate answer is not possible due to the need to gather information and/or carry out an investigation, they are requested to state how they want to be reached in order to receive information on the result and, in due time, be sent the answer requested. X Since its inception and to date, Grupo Financiero Galicia has not received complaints or else reporting from investors, whether in person or through the website. That is why there are no precedents with regard to the Audit Committee’s level of involvement in the solution of conflicts. With regard to the process implemented by the company for the management and solution of the reporting from investors, please refer to Item VIII.2. VIII.3 The Issuer has policies, processes and systems to manage and solve the reporting mentioned in point VIII.2. Make a description of the most significant aspects thereof and indicate the Audit Committee’s degree of involvement in such solutions, particularly in that reporting associated with internal control matters for accounting reporting and as regards the behaviors of the members of the Management Body and first-line managers. Grupo Financiero Galicia Annual Report Fiscal Year 2014 117 PRINCIPLE IX: BROADEN THE SCOPE OF THE CODE Recommendation IX: Foster the inclusion of provisions related to good corporate governance practices in the Corporate Bylaws. ----- ----- ----- Please answer if: The Management Body assesses whether the provisions of the Code on Corporate Governance shall be reflected, either partially or completely, in the Corporate Bylaws, including the general and specific responsibilities of the Management Body. State which provisions are actually included in the Corporate Bylaws since the creation of the Code to date. The need to include certain corporate governance guidelines in the corporate bylaws can be understood within the framework of laws that are not as stringent as Argentine laws with regard to the definition of the Board of Directors’ duties and responsibilities. In Argentina, the Corporations Law, the Capital Markets Law, the regulations set by the National Securities Commission and, additionally, the variety of specific regulations in other areas of law, provide for a very complete framework and, therefore, any addition to the bylaws is unnecessary. (1) Mark with an X if applicable. (2) In case of full compliance thereof, please state how the Issuer complies with the principles and recommendations of the Code on Corporate Governance. (3) In case of partial compliance or non-compliance, please indicate why and which steps the Issuer's Management Body plans to take in order to include what it is not adopting in the next fiscal year or future fiscal years, if any. Eduardo J. Escasany Chairman of the Board of Directors Autonomous City of Buenos Aires, March 10, 2015 118 Grupo Financiero Galicia Annual Report Fiscal Year 2014 REPORT OF THE SUPERVISORY SYNDICS’ COMMITTEE To the Directors of Grupo Financiero Galicia S.A. Tte. Gral. Juan D. Perón 430 – Piso 25º Autonomous City of Buenos Aires 1. In our capacity as members of the Supervisory Syndics’ Committee of Grupo Financiero Galicia S.A., in accordance with the provisions of Section 294, Subsection 5 of the Corporations Law, we have performed an audit of the Annual Report, the Inventory and the Balance Sheet of Grupo Financiero Galicia S.A. (the “Company”) as of December 31, 2014, and the related Income Statement, Statement of Changes in Shareholders’ Equity and Statement of Cash Flows for the fiscal year then ended, as well as supplementary Notes 1 to 16 and Schedules A, B, C, D, E, G and H, which have been submitted by the Company to our consideration. Furthermore, we have examined the consolidated financial statements of Grupo Financiero Galicia S.A. and its controlled companies for the fiscal year ended December 31, 2014, with Notes 1 to 39, which are presented as supplementary information. The preparation and issuance of those financial statements are the responsibility of the Company. Our responsibility is to issue a report on said documents. 2. Our work was conducted in accordance with standards applicable to syndics in Argentina. These standards require our examination to be performed in accordance with the professional auditing standards applicable in Argentina and include verifying the consistency of the documents reviewed with the information concerning corporate decisions, as disclosed in minutes, and the conformity of those decisions with the law and the bylaws insofar as concerns formal and documental aspects. For purposes of our professional work, we have reviewed the work performed by the external auditors of the Company, Price Waterhouse & Co. S.R.L., who submitted their audit report on February 12, 2015. Said review included verifying the work plans and the nature, scope and timing of the procedures applied and of the results of the audit performed by the above-referred professionals. An audit requires auditors to plan and carry out the auditing work in order to obtain reasonable assurance that the financial statements are free of false statements or material errors, and express an opinion on the fairness of the relevant information disclosed in the financial statements. An audit involves examining, on a selective test basis, the evidence supporting the amounts and the information disclosed in the financial statements, an assessment of the applied accounting standards and significant estimates issued by the Company, as well as an evaluation of the general presentation of the financial statements. Given that it is not the responsibility of the Supervisory Syndics’ Committee to exercise any management control, our examination did not extend to the business criteria and decisions of the different areas of the Company, as these matters are the exclusive responsibility of the Company’s Board of Directors. We also report that, in compliance Grupo Financiero Galicia Annual Report Fiscal Year 2014 119 with the legality control that is part of our field of competence, during this fiscal year we have applied the procedures described in Section 294 of Law No. 19550, which we deemed necessary according to the circumstances. In relation with the Annual Report, we report containing the information required by Section 66 of the Corporations Law,and what as concerns our field of competence, the numerical data are consistent with the accounting records of the Company and other relevant documentation. Forecasts and projections about future events contained in that documentation are the sole responsibility of the Board. We believe that the work we performed provides a reasonable basis for our opinion. 3. The subsidiary Banco de Galicia y Buenos Aires S.A. has prepared its financial statements following the valuation and disclosure criteria established by Argentine Central Bank regulations, which have been taken as the basis for calculating the equity method and preparing the consolidated financial statements of the Company. As mentioned in Note 1.16. to the consolidated financial statements, those criteria for valuing certain assets and liabilities and the regulations on financial reporting issued by the control body differ from the professional accounting standards applicable in the Autonomous City of Buenos Aires. Certain differences determined by the Company are included in the aforementioned Note. 4. In our opinion, the financial statements of Grupo Financiero Galicia S.A. fairly present, in all material respects, its financial condition as of December 31, 2014, and the results of its operations, the changes in shareholders’ equity and the cash flows for the fiscal year then ended, and the consolidated financial condition as of December 31, 2014, the consolidated results of their operations and the consolidated cash flows for the fiscal year then ended, in accordance with Argentine Central Bank regulations and, except for what was stated in item 3 above, with professional accounting standards applicable in the Autonomous City of Buenos Aires. In compliance with the legality control that is part of our field of competence, we have no observations to make. As regards the Annual Report and the report on the code of corporate government corresponding to the fiscal year ended December 31, 2014, we have no observations to make insofar as concerns our field of competence, and any assertion on future events is the exclusive responsibility of the Company’s Board of Directors. 5. Furthermore, we report the following: a) the accompanying financial statements and the corresponding inventory stem from accounting records kept, in all formal aspects, in compliance with legal regulations prevailing in Argentina; b) as called for by the amended text of the regulations of the National Securities Commission (text amended in 2013) concerning the independence of external auditors as well as the quality of the auditing policies applied by them and the Company’s accounting policies, the abovementioned external auditor’s report includes a representation indicating that the auditing standards in force have been observed, which standards include independence requirements, and contains no observations relative to the application of said professional accounting standards, except as mentioned in their report as concerns the application of the rules issued by the Argentine Central Bank, which prevail over the professional accounting standards; c) we have applied the procedures on asset laundering and terrorism financing set forth in the corresponding professional accounting standards issued by the Professional Council in Economic Sciences of the 120 Grupo Financiero Galicia Annual Report Fiscal Year 2014 Autonomous City of Buenos Aires; and d) we have read the Additional Information to the Notes to the Financial Statements required by Title IV, Chapter III, Article 12 of the amended text of the regulations of the National Securities Commission (text amended in 2013), the Supplementary and Explanatory Statement by the Board of Directors, and the Informative Review. We have no observations to make insofar as concerns our field of competence, and any assertion on future events is the exclusive responsibility of the Company’s Board of Directors. Autonomous City of Buenos Aires, March 10, 2015. Enrique M. Garda Olaciregui Syndic Supervisory Syndics´Committee Grupo Financiero Galicia Annual Report Fiscal Year 2014 121 ADDITIONAL INFORMATION Evolution of Shares Ratings Comparative Information 122 Grupo Financiero Galicia Annual Report Fiscal Year 2014 EVOLUTION OF SHARES Fiscal Year 2014 4th Q 3rd Q 2013 2nd Q 2012 1st Q 4th Q 3rd Q 2nd Q 1st Q 4th Q Market Price Class B Shares (in Pesos) High Low Close ADSs (in Dollars) High Low Close (2) (1) Buenos Aires Stock Exchange (BASE) 21.40 21.30 16.35 12.35 10.95 8.86 5.48 5.07 4.61 14.90 13.75 12.07 8.30 8.17 4.00 3.86 4.09 3.18 18.50 21.00 14.75 12.10 9.33 8.50 4.00 4.58 4.50 16.66 18.50 15.33 12.65 13.05 9.93 5.96 7.21 6.96 10.33 12.18 12.00 7.30 8.86 4.96 4.98 5.11 4.54 15.89 14.21 14.65 12.31 10.45 9.51 5.13 5.46 6.62 114,134 Nasdaq Trading Volume (in Thousands) BASE (1) NASDAQ 57,155 89,653 83,415 65,856 107,176 129,541 79,288 80,662 263,745 467,673 397,724 254,305 399,332 248,915 45,623 71,848 85,003 320,900 557,326 481,139 320,161 506,508 378,456 124,911 152,510 199,137 Average Shares outstanding (in Thousands) Primary 1,300,265 1,300,265 1,300,265 1,300,265 1,300,265 1,241,407 1,241,407 1,241,407 1,241,407 (2) (3) Total Earnings per Share (in Pesos) Primary Earnings per ADS (in Pesos) Primary 0.679 0.716 0.533 0.639 0.482 0.432 0.291 0.241 0.297 6.79 7.16 5.33 6.39 4.82 4.32 2.91 2.41 2.97 (1) Source: Buenos Aires Stock Exchange. Prices: Floor trades at the close of each trading day, 72-hour term. Volume data correspond to floor trades and trades carried through the “Computer Assisted Integrated Trading System” (Sistema Integrado de Negociación Asistida por Computadora). (2) Source: Nasdaq Capital Market. Prices at the close of each trading day. (3) Expressed in equivalent shares (1 ADS = 10 shares). Grupo Financiero Galicia Annual Report Fiscal Year 2014 123 LOCAL RATINGS Grupo Financiero Galicia S.A. Shares Ratings Standard & Poor’s Short-/Medium-Term Debt 1 (1) Evaluadora Latinoamericana AA- Banco de Galicia y Buenos Aires S.A. Institutional Rating Standard & Poor’s Medium-/Long-Term Debt ra B+ (1) (2) Standard & Poor’s ra B+ Moody’s Baa1.ar Evaluadora Latinoamericana Subordinated Debt AA- (1) (3) Standard & Poor’s ra B- Moody’s Ba2.ar Evaluadora Latinoamericana A+ Deposits Standard & Poor’s – Long Term Standard & Poor’s – Short Term ra B+ ra B Moody’s – National Currency Baa1.ar Moody’s – Foreign Currency Ba2.ar Fiduciary Moody’s TQ1(-).ar Tarjeta Naranja S.A. Medium-/Long-Term Debt (1) (4) Fitch Argentina AA- (arg) (1) (5) Short-Term Debt Fitch Argentina A1 (arg) Tarjetas Cuyanas S.A. Long-Term Debt (1) (6) Fitch Argentina AA- (arg) (1) (7) Short-Term Debt Fitch Argentina A1 (arg) Compañía Financiera Argentina S.A. Long-Term Debt (1) (8) Fitch Argentina Short-Term Debt AA- (arg) (1) (9) Fitch Argentina A1+ (arg) Deposits Moody’s – National Currency Baa2.ar Moody’s – Foreign Currency Ba2.ar 124 Grupo Financiero Galicia Annual Report Fiscal Year 2014 INTERNATIONAL RATINGS Banco de Galicia y Buenos Aires S.A. Medium-/Long-Term Debt Standard & Poor’s Moody’s (1) (1) (2) CCC- (1) (2) Caa1 Tarjeta Naranja S.A. Medium-/Long-Term Debt (1) (10) Fitch Argentina B- (1) See “Management´s Discussion and Analysis —Funding and Liabilities”, “Debt Securities” table. (2) Class I Negotiable Obligations with maturity on 2018. (3) Negotiable Obligations with maturity on 2019. (4) Class XIII, Class XXII Series II, Class XXIII Series II, Class XXIV Series I y II, Class XXV Series II, Class XXVI Series II y Class XXVII Series II Negotiable Obligations. (5) Class XXV Series I, Class XXVI Series I y Class XXVII Series I Negotiable Obligations. (6) Class XII Series II, Class XIII Series I, Class XIV Series II, Class XVI y Class XVIII Negotiable Obligations. (7) Class XIV Series I, Class XV y Class XVII Negotiable Obligations. (8) Class X Series II, Class XI Series II, Class XII Series II y Class XIII Series II Negotiable Obligations. (9) Class XI Series I, Class XII Series I y Class XIII Series I Negotiable Obligations. (10) Class XIII Negotiable Obligations. Grupo Financiero Galicia Annual Report Fiscal Year 2014 125 CORPORATE INFORMATION OFFICES Grupo Financiero Galicia S.A. Tte. Gral. Juan D. Perón 430 25° Piso (C1038AAJ), Buenos Aires, Argentina Telefax: (54 11) 4343-7528 Contact: Investor Relations Telefax: (54 11) 4343-7528 inversores@gfgsa.com www.gfgsa.com LISTING Grupo Financiero Galicia’s Class “B” ordinary shares are listed on the Buenos Aires Stock Exchange, the Córdoba Stock Exchange and, under the form of ADRs (American Depositary Receipts), on the Nasdaq Capital Market of the United States of America, under the ticker symbol GGAL. SHAREHOLDERS´ MEETING The Ordinary and Extraordinary Shareholders’ Meeting to be held on April 29th, 2015, at 10:00 AM (first call), at Tte. Gral. Juan D. Perón 430, Basement-Auditorium, Buenos Aires, Argentina. REGISTRAR AND TRANSFER AGENT Caja de Valores S.A. 25 de Mayo 362 (C1002ABH) Buenos Aires, Argentina Telephone: (54 11) 4317-8900 DEPOSITARY BANK OF ADRS The Bank of New York Company, Inc. Shareholders Relations P.O. Box 11258, Church Street Station New York, NY 10286-1258 Telephone from the USA: 1-888-BNY-ADRs - (1-888-269-2377) Telephone from other countries: 1-610-382-7836 e-mail: shareowner-svcs@bankofny.com This constitutes an unofficial English translation of the original Spanish document. The Spanish document shall govern all respects, including interpretation matters. For further information please refers to our web page www.gfgsa.com. 126 Grupo Financiero Galicia Annual Report Fiscal Year 2014
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