Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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3: EX-1 Exhibit 1.2 HTML 75K
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9: EX-13 Exhibit 13.1 HTML 49K
7: EX-12 Exhibit 12.1 HTML 52K
8: EX-12 Exhibit 12.2 HTML 52K
141: R1 Document and Entity Information HTML 82K
102: R2 Consolidated statements of operations HTML 191K
130: R3 Consolidated statements of comprehensive income HTML 106K
150: R4 Consolidated balance sheets HTML 353K
191: R5 Consolidated statements of changes in equity HTML 282K
107: R6 Consolidated statements of changes in equity HTML 54K
(Parenthetical)
129: R7 Consolidated statements of cash flows HTML 305K
92: R8 Summary of significant accounting policies HTML 134K
74: R9 Recently issued accounting standards HTML 73K
193: R10 Business developments HTML 66K
152: R11 Discontinued operations HTML 217K
151: R12 Segment information HTML 161K
163: R13 Net interest income HTML 95K
164: R14 Commissions and fees HTML 81K
157: R15 Trading revenues HTML 81K
167: R16 Other revenues HTML 75K
131: R17 Provision for credit losses HTML 63K
143: R18 Compensation and benefits HTML 72K
155: R19 General and administrative expenses HTML 80K
213: R20 Earnings per share HTML 98K
181: R21 Securities borrowed, lent and subject to HTML 71K
repurchase agreements
120: R22 Trading assets and liabilities HTML 86K
154: R23 Investment securities HTML 200K
125: R24 Other investments HTML 72K
56: R25 Loans, allowance for loan losses and credit HTML 949K
quality
183: R26 Premises and equipment HTML 82K
201: R27 Goodwill HTML 118K
86: R28 Other intangible assets HTML 117K
85: R29 Other assets and other liabilities HTML 111K
90: R30 Deposits HTML 100K
91: R31 Long-term debt HTML 247K
95: R32 Accumulated other comprehensive income HTML 192K
35: R33 Offsetting of financial assets and financial HTML 361K
liabilities
177: R34 Tax HTML 319K
116: R35 Employee deferred compensation HTML 333K
121: R36 Related parties HTML 137K
65: R37 Pension and other post-retirement benefits HTML 805K
212: R38 Derivatives and hedging activities HTML 668K
16: R39 Guarantees and commitments HTML 364K
99: R40 Transfers of financial assets and variable HTML 655K
interest entities
189: R41 Financial instruments HTML 3.18M
61: R42 Assets pledged and collateral HTML 77K
84: R43 Capital adequacy HTML 97K
89: R44 Assets under management HTML 61K
103: R45 Litigation HTML 127K
34: R46 Significant subsidiaries and equity method HTML 436K
investments
72: R47 Subsidiary guarantee information HTML 748K
21: R48 Credit Suisse Group parent company HTML 52K
187: R49 Significant valuation and income recognition HTML 74K
differences between US GAAP and Swiss GAAP banking
law (True and Fair View)
59: R50 Risk assessment HTML 56K
180: R51 Summary of significant accounting policies HTML 217K
(Policies)
66: R52 Discontinued operations (Tables) HTML 216K
100: R53 Segment information (Tables) HTML 151K
19: R54 Net interest income (Tables) HTML 96K
28: R55 Commissions and fees (Tables) HTML 80K
88: R56 Trading revenues (Tables) HTML 75K
43: R57 Other revenues (Tables) HTML 74K
196: R58 Provision for credit losses (Tables) HTML 63K
114: R59 Compensation and benefits (Tables) HTML 68K
159: R60 General and administrative expenses (Tables) HTML 80K
71: R61 Earnings per share (Tables) HTML 96K
78: R62 Securities borrowed, lent and subject to HTML 68K
repurchase agreements (Tables)
173: R63 Trading assets and liabilities (Tables) HTML 88K
168: R64 Investment securities (Tables) HTML 206K
119: R65 Other investments (Tables) HTML 67K
171: R66 Loans, allowance for loan losses and credit HTML 946K
quality (Tables)
67: R67 Premises and equipment (Tables) HTML 83K
126: R68 Goodwill (Tables) HTML 112K
200: R69 Other intangible assets (Tables) HTML 120K
26: R70 Other assets and other liabilities (Tables) HTML 110K
55: R71 Deposits (Tables) HTML 97K
101: R72 Long-term debt (Tables) HTML 252K
41: R73 Accumulated other comprehensive income (Tables) HTML 193K
209: R74 Offsetting of financial assets and financial HTML 358K
liabilities (Tables)
63: R75 Tax (Tables) HTML 300K
46: R76 Employee deferred compensation (Tables) HTML 306K
54: R77 Related parties (Tables) HTML 125K
30: R78 Pension and other post-retirement benefits HTML 787K
(Tables)
37: R79 Derivatives and hedging activities (Tables) HTML 651K
146: R80 Guarantees and commitments (Tables) HTML 347K
51: R81 Transfers of financial assets and variable HTML 617K
interest entities (Tables)
198: R82 Financial instruments (Tables) HTML 3.12M
97: R83 Assets pledged and collateral (Tables) HTML 79K
156: R84 Capital adequacy (Tables) HTML 84K
170: R85 Assets under management (Tables) HTML 58K
48: R86 Litigation (Tables) HTML 54K
53: R87 Significant subsidiaries and equity method HTML 435K
investments (Tables)
192: R88 Subsidiary guarantee information (Tables) HTML 751K
42: R89 Summary of significant accounting policies HTML 85K
(Details)
148: R90 Summary of significant accounting policies HTML 61K
(Details 2)
134: R91 Business developments (Details 2) HTML 62K
175: R92 Business developments (Details 3) HTML 67K
133: R93 Business developments (Details 4) HTML 54K
108: R94 Discontinued operations (Details) HTML 262K
186: R95 Discontinued operations (Details 2) HTML 105K
104: R96 Segment information (Details) HTML 148K
64: R97 Segment information (Details 2) HTML 92K
122: R98 Net interest income (Details) HTML 119K
115: R99 Commissions and fees (Details) HTML 90K
87: R100 Trading revenues (Details) HTML 90K
214: R101 Other revenues (Details) HTML 81K
172: R102 Provision for credit losses (Details) HTML 66K
132: R103 Compensation and benefits (Details) HTML 77K
32: R104 General and administrative expenses (Details) HTML 92K
188: R105 Earnings per share (Details) HTML 148K
199: R106 Securities borrowed, lent and subject to HTML 83K
repurchase agreements (Details)
190: R107 Trading assets and liabilities (Details) HTML 85K
127: R108 Trading assets and liabilities (Details 2) HTML 67K
44: R109 Investment securities (Details) HTML 59K
162: R110 Investment securities (Details 2) HTML 188K
69: R111 Investment securities (Details 3) HTML 114K
18: R112 Investment securities (Details 4) HTML 83K
106: R113 Investment securities (Details 5) HTML 112K
98: R114 Other investments (Details) HTML 89K
182: R115 Loans, allowance for loan losses and credit HTML 388K
quality (Details)
76: R116 Loans, allowance for loan losses and credit HTML 307K
quality (Details 2)
204: R117 Loans, allowance for loan losses and credit HTML 634K
quality (Details 3)
38: R118 Loans, allowance for loan losses and credit HTML 268K
quality (Details 4)
140: R119 Loans, allowance for loan losses and credit HTML 585K
quality (Details 5)
169: R120 Loans, allowance for loan losses and credit HTML 109K
quality (Details 6)
24: R121 Premises and equipment (Details) HTML 95K
135: R122 Goodwill (Details) HTML 146K
123: R123 Other intangible assets (Details 1) HTML 149K
27: R124 Other assets and other liabilities (Details) HTML 152K
142: R125 Deposits (Details) HTML 102K
207: R126 Long-term debt (Details) HTML 76K
39: R127 Long-term debt (Details 2) HTML 269K
79: R128 Accumulated other comprehensive income (Details) HTML 212K
176: R129 Accumulated other comprehensive income (Details 2) HTML 119K
206: R130 Accumulated other comprehensive income (Details 3) HTML 130K
118: R131 Offsetting of financial assets and financial HTML 337K
liabilities (Details)
137: R132 Offsetting of financial assets and financial HTML 388K
liabilities (Details 2)
40: R133 Tax (Details) HTML 349K
45: R134 Tax (Details 2) HTML 298K
105: R135 Tax (Details 3) HTML 85K
83: R136 Deferred compensation expense (Details) HTML 144K
165: R137 Estimated unrecognized deferred compensation HTML 95K
(Details 2)
110: R138 Share-based awards (Details 3) HTML 428K
75: R139 ISU-type awards (Details 4) HTML 143K
113: R140 Cash-based awards (Details 5) HTML 162K
57: R141 APP Cash awards (Details 7) HTML 83K
17: R142 Related parties (Details) HTML 116K
178: R143 Related parties (Details 2) HTML 61K
153: R144 Related parties (Details 3) HTML 109K
49: R145 Related parties (Details 4) HTML 111K
139: R146 Pension and other post-retirement benefits HTML 901K
(Details)
117: R147 Pension and other post-retirement benefits HTML 112K
(Details 2)
47: R148 Pension and other post-retirement benefits HTML 531K
(Details 3)
50: R149 Pension and other post-retirement benefits HTML 690K
(Details 4)
158: R150 Pension and other post-retirement benefits HTML 158K
(Details 5)
70: R151 Pension and other post-retirement benefits HTML 89K
(Details 6)
20: R152 Pension and other post-retirement benefits HTML 59K
(Details 7)
128: R153 Derivatives and hedging activities (Details) HTML 717K
160: R154 Derivatives and hedging activities (Details 2) HTML 167K
31: R155 Derivatives and hedging activities (Details 3) HTML 101K
60: R156 Derivatives and hedging activities (Details 4) HTML 339K
211: R157 Derivatives and hedging activities (Details 5) HTML 69K
68: R158 Guarantees and commitments (Details) HTML 185K
96: R159 Guarantees and commitments (Details 2) HTML 56K
109: R160 Guarantees and commitments (Details 3) HTML 76K
174: R161 Guarantees and commitments (Details 4) HTML 176K
94: R162 Guarantees and commitments (Details 5) HTML 101K
195: R163 Guarantees and commitments (Details 6) HTML 87K
145: R164 Guarantees and commitments (Details 7) HTML 155K
205: R165 Transfers of financial assets and variable HTML 124K
interest entities (Details)
29: R166 Transfers of financial assets and variable HTML 84K
interest entities (Details 2)
185: R167 Transfers of financial assets and variable HTML 191K
interest entities (Details 3)
73: R168 Transfers of financial assets and variable HTML 236K
interest entities (Details 4)
138: R169 Transfers of financial assets and variable HTML 84K
interest entities (Details 5)
124: R170 Transfers of financial assets and variable HTML 511K
interest entities (Details 6)
194: R171 Transfers of financial assets and variable HTML 213K
interest entities (Details 7)
80: R172 Financial instruments (Details 2) HTML 859K
58: R173 Financial instruments (Details 3) HTML 519K
166: R174 Financial instruments (Details 4) HTML 1.63M
62: R175 Financial instruments (Details 5) HTML 931K
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111: R181 Financial instruments (Details 11) HTML 325K
52: R182 Financial instruments (Details 14) HTML 114K
77: R183 Financial instruments (Details 15) HTML 1.38M
144: R184 Financial instruments (Details 16) HTML 710K
208: R185 Financial instruments (Details 17) HTML 234K
149: R186 Assets pledged and collateral (Details) HTML 74K
23: R187 Capital adequacy (Details) HTML 123K
33: R188 Assets under management (Details) HTML 69K
161: R189 Litigation (Details) HTML 301K
93: R190 Significant subsidiaries and equity method HTML 168K
investments (Details)
202: R191 Subsidiary guarantee information (Details) HTML 312K
210: R192 Subsidiary guarantee information (Details 2) HTML 187K
136: R193 Subsidiary guarantee information (Details 3) HTML 342K
112: R194 Subsidiary guarantee information (Details 4) HTML 448K
197: R195 Significant valuation and income recognition HTML 60K
differences between US GAAP and - Swiss GAAP
banking law (Details)
203: XML IDEA XML File -- Filing Summary XML 327K
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I. Name, registered office, duration and purpose of the Company
Art. 1 Name, registered office and duration
1.1 A joint stock corporation (public limited company) under the name Credit Suisse AG is established with its registered office in Zurich. Its duration is unlimited.
1.2 The Company may open branches, business offices and representative offices in Switzerland and abroad.
Art. 2 Purpose
2.1 The purpose of the Company is to operate as a bank. Its business covers all associated types of banking, finance, consultancy, service and trading activities in Switzerland and abroad.
2.2 The Company may form banks, finance companies and any other types of companies. It may also hold interests in and assume the management of such companies. It may also enter into joint ventures with such companies to provide business services to third parties.
2.3 The Company may acquire, mortgage and sell real estate in Switzerland and abroad.
II. Share capital, shares and participation capital
Art. 3 Share capital
3.1 The share capital amounts to CHF 4,399,680,200. It is divided into 4,399,680,200 fully paid-up registered shares with a par value of CHF 1 each.
3.2 In addition to the reserves prescribed by Swiss law, the General Meeting of Shareholders may resolve to create further reserves and can determine their purpose and use.
3.3 Registered shares may be converted into bearer shares at any time by an appropriate change in the articles of association.
3.4 Deleted
Art. 4 Shares
4.1 The Company may issue certificates representing more than one share.
4.2 All share certificates shall bear the facsimile signatures of the Chairman and of one other Member of the Board of Directors.
4.3 The Company recognises only one representative for each share.
4.4 Deleted
4.5 The Company recognises as a shareholder any person whose name is entered in the Share Register.
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Art. 4a Participation Capital
4a.1 Deleted
4a.2 Deleted
4a.3 Deleted
4a.4 Deleted
4a.5 Deleted
4a.6 Deleted
Art. 4b Participation securities Class A
4b.1 Deleted
4b.2 Deleted
4b.3 Deleted
4b.4 Deleted
4b.5 Deleted
4b.6 Deleted
4b.7 Deleted
4b.8 Deleted
Art. 4c Participation securities Class B
4c.1 Deleted
4c.2 Deleted
4c.3 Deleted
4c.4 Deleted
4c.5 Deleted
4c.6 Deleted
Art. 4d Unlimited Conversion Capital
The Company’s share capital pursuant to Article 3 shall be increased through the issue of fully paid in registered shares with a par value of CHF 1 each, through the compulsory conversion upon occurrence of the trigger event of claims arising out of contingent convertible bonds (CoCos) of the Company. The issue of new registered shares is not limited quantitatively.
Shareholders’ subscription rights are excluded. Holders of contingent convertible bonds are entitled to subscribe to the new shares.
The Board of Directors determines the issue price of the new shares by referring to the net asset value (NAV) of the shares.
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Art. 4e Reserve Capital
The Board of Directors is authorized, at any time without temporal limitation, to increase the share capital, as per Art. 3 by a maximum of CHF 4,399,665,200 through the issuance of a maximum of 4,399,665,200 registered shares, to be fully paid up, each with a par value of CHF 1. Increases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be determined by the Board of Directors.
The Board of Directors is authorized to exclude shareholders’ subscription rights in favor of third parties for important reasons, in particular if this helps with a quick and smooth placement (including private placement with selected strategic investors) of the new shares. In such circumstances, these new shares must be issued at prevailing market conditions. A discount is permissible if the Board of Directors deems this to be in the interest of the Company in terms of the quick and complete placement of the new shares.
The Board of Directors is authorized to allow the shareholders’ subscription rights that have not been exercised to lapse or to sell such shareholders’ subscription rights or the registered shares for which such subscription rights have been granted but not exercised on the market at market conditions or to otherwise use such shareholders’ subscription rights or such registered shares in the interest of the Company.
III. The governing bodies of the Company
Art. 5 General Meeting of Shareholders
5.1 The ordinary General Meeting of Shareholders shall take place annually within six months of the close of the business year. The powers of the General Meeting are as defined by law.
5.2 The General Meeting of Shareholders is convened by the Board of Directors or by the external auditors or by other persons in whom authority to do so has been vested by law.
5.3 An extraordinary General Meeting of Shareholders shall take place when the Board of Directors considers this necessary or when requested by shareholders representing at least one-tenth of the share capital. Requests by shareholders to call a meeting are to be in writing, are to be signed by those requesting the meeting and are to state the reason for the meeting.
5.4 The agenda of the meeting shall also include proposals which have been submitted in writing in good time before notice of the meeting is issued by one or more shareholders representing shares with a total par value of CHF 1 m. At the same time shares of the Company with a total par value of at least CHF 1 m are to be deposited with the Company. These shares are to remain in the custody of the Company until the day after the General Meeting of Shareholders.
5.5 Notice of the General Meeting of Shareholders shall be published at least 20 days before the date of the meeting and shall state the time and the place at which the meeting is to be held, the business to be transacted and the proposals.
5.6 At the General Meeting of Shareholders, each share carries one vote. A shareholder may appoint a non-shareholder to act as his or her proxy at the meeting. The Board of Directors shall issue regulations as to what constitutes acceptable proof of entitlement to voting rights.
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5.7 The Chairman of the Board of Directors shall preside over the General Meeting of Shareholders or, in his absence, a Vice-Chairman or other Member of the Board designated by the Board. The General Meeting of Shareholders shall elect, by a show of hands, the tellers to count the votes of the meeting. Members of the Board of Directors, Members of the Executive Board and its Committees and the Statutory Auditors may not be elected as tellers. The Board of Directors shall appoint a secretary to take the minutes. The secretary need not be a shareholder. The minutes shall be signed by the person chairing the meeting and by the secretary.
5.8 The General Meeting of Shareholders may pass resolutions regardless of the number of shareholders present at the meeting or represented by proxy. A majority of at least two-thirds of the votes represented and an absolute majority of the share capital represented is, however, required for:
– the conversion of registered shares into bearer shares
– the dissolution of the Company
This article is subject to the mandatory provisions of the law and other provisions of these articles of association.
5.9 The General Meeting of Shareholders shall adopt resolutions and decide elections by an absolute majority of the votes cast, except as otherwise prescribed by the mandatory provisions of the law or by other provisions of these articles of association. In the case of a tied vote, elections shall be decided by the drawing of lots and resolutions by the casting vote of the person chairing the meeting.
5.10 As a rule, votes and elections shall be conducted by a show of hands. However, a written ballot shall be held if the person chairing the meeting so directs.
Art. 6 Board of Directors
6.1 The Board of Directors consists of at least seven Members elected by the General Meeting of Shareholders for a term of one year. Members of the Board of Directors are eligible for re-election.
6.2 Each year the Board of Directors shall elect a Chairman and one or two Vice-Chairmen from among its members. Should these officers all be simultaneously unavailable, the Board of Directors shall designate another Member of the Board as a special deputy. The Board of Directors shall nominate a secretary to take the minutes. The secretary does not need to be a Member of the Board.
6.3 The Board of Directors is charged with ultimate responsibility for the management, supervision and control of the Company’s operations. It shall decide upon all matters relating to the Company’s business which have not been reserved for other governing bodies of the Company by law, by these articles of association or by regulations of the Company. The Management of the company shall be delegated to the Executive Board and its Committees in accordance with the provisions of Swiss banking law and with the regulations governing the Company’s organisation and operations. The Board of Directors is authorised to appoint committees from among its members and to delegate to them some of its powers. It may appoint advisory boards whose duties and authorities it determines.
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6.4 The Board of Directors shall have, in particular, the following duties and responsibilities in connection with the supervision of the Company’s operations:
a) to determine the organisation of the Company by issuing the necessary regulations governing the organisation and the allocation of powers of authorisation;
b) to make provision for the Company’s accounting, financial control and financial planning;
c) to appoint and discharge the official management bodies and to grant signatory authority to these management bodies; the appointment of further persons with signatory authority, including holders of procuration and commercial mandate holders, lies within the authority of the official management bodies as defined in the Regulations Governing the Conduct of Business;
d) to make resolutions concerning Group strategy for those companies which come under its management and concerning other matters which are reserved for the Board of Directors by the regulations governing the Company’s organisation and operations;
e) to notify the court if liabilities exceed assets;
f) to appoint a recognised firm of auditors as external auditors, in accordance with the requirements of Swiss banking law;
g) to prepare the annual report, make arrangements for the General Meeting of Shareholders and carry out the resolutions of the General Meeting of Shareholders.
6.5 The supervision and control of the management of the Company’s business involves the following main duties and responsibilities:
a) to supervise the persons entrusted with the management of the Company, notably with respect to their compliance with the law, the articles of association, regulations and internal directives;
b) to review the annual financial statements of the parent company and of the Group, together with the quarterly and half-yearly figures;
c) to receive periodic reports on the course of business and on the Group’s financial condition;
d) to review reports on the audits carried out by the external auditors and the Group’s external auditors.
6.6 The Board of Directors shall meet as often as business requires.
The Chairman shall call additional meetings if a Member of the Board of Directors so requests and states the reason for such request.
Resolutions on a particular proposal may be passed by written consent unless a Member of the Board of Directors requests verbal discussion of the matter.
A majority of the members of the Board of Directors must be present in person in order to pass resolutions; there is no presence quorum requirement for resolutions on authorized capital increases, for resolutions on amendments and acknowledgments by the Board in connection with capital increases, or for the acknowledgment of an event triggering conversion of the conversion capital. For resolutions carried out by circular letter, a majority of the members of the Board of Directors must cast their votes.
The adoption of resolutions by the Board of Directors requires an absolute majority of the votes cast. In the case of a tied vote, the person chairing the meeting shall have the casting vote.
6.7 In addition to their expenses, Members of the Board of Directors and its committees, shall be entitled to receive appropriate remuneration, according to their level of responsibility and the demands made on them, in an amount to be determined by the Board. Their expenses shall be reimbursed.
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Art. 7 Executive Board and its Committees
The management organisation and the duties and authorities of the Executive Board and its Committees are set forth in the regulations governing the Company’s organisation and operations.
Art. 8 External auditors and the Group’s external auditors
8.1 Every year the ordinary General Meeting of Shareholders appoints the external auditors and the Group’s external auditors for the current financial year.
8.2 The General Meeting of Shareholders may appoint special external auditors for a term of office of three years to provide the audit confirmations required in the event of increases in share capital.
IV. Corporate Signature
Art. 9 9.1 As a rule, a document signed on behalf of the Company is binding on the Company only when it carries the signatures of two persons authorised to sign the document concerned.
9.2 The Executive Board and its Committees may order
– that certain routine business documents are to be signed by one authorised signatory only;
– that certain routine business documents can be signed by mechanical means (facsimile signatures);
– that especially large-volume bulk correspondence need not be signed.
9.3 Any deviation from the principle of collective signature is to be brought to the attention of customers in an appropriate manner.
V. Financial statements and allocation of the disposable profit
Art. 10 10.1The Company’s financial year shall be determined by the Board of Directors.
10.2 The annual financial statements of the parent company and the Group financial statements shall be drawn up and the disposable profit allocated in accordance with the provisions of the law.
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VI. Official notices
Art. 11 The Company shall publish its notices and announcements in the Swiss Commercial Gazette (“Schweizerisches Handelsamtsblatt”). Announcements for and notices to shareholders and others shall be published in the Swiss Commercial Gazette, except where the law prescribes some other manner of notification. The Board of Directors may designate other forms of publication.
The above text is a translation of the original German articles of association (“Statuten”), which constitute the definitive text and are binding in law.
