Intesa Sanpaolo

History

Banca Intesa and Sanpaolo IMI, the two banks that merged in 2007 to create Intesa Sanpaolo, were themselves the product of many mergers. Cariplo and Banco Ambrosiano Veneto merged in 1998 to form Banca Intesa. The following year Banca Commerciale Italiana joined the group. Sanpaolo IMI was born in 1998 following the merger of Istituto Bancario San Paolo di Torino, which specialized in retail banking, and IMI (Istituto Mobiliare Italiano), an investment bank.

Banca Intesa

The oldest part of the banking group is Cariplo SpA which traces its roots to Austrian household savings bank Cassa di Risparmio delle Provincie Lombarde which was established in 1823. Cassa di Risparmio was started by an Italian philanthropic group, the Central Committee of Charity; a response by the government to the hard economic times of the early 19th century. In the early 20th century the bank helped Italian companies in the North obtain capital during and after World War 1 and 2, chiefly under the guide of Giordano Dell'Amore. Banking reforms in 1990 started by Giuliano Amato (Amato Law) led to the restructuring/reorganization of banks by forcing the government to relinquish control of them (the result was a more market driven bank that focused less on social programs/social causes were abandoned).

Cariplo SpA was formed in 1991 when Cassa di Risparmio delle Provincie Lombarde (sold by Ente Cassa di Risparmio delle Provincie Lombarde ) merged with its subsidiary IBI. Banco Ambrosiano Veneto originated with Nuovo Banco Ambrosiano and Banca Cattolica del Veneto which merged in 1989. The bank increased in size during the 1990s due to numerous acquisitions (Citibank Italia, Banca Vallone di Galatina and European securities dealer Caboto among others).

Banca Commerciale Italiana

Banca Commerciale Italiana (BCI) started in 1894 as a corporate loans lender operating in the commercial industry of Northern Italy. In 1994 Mediobanca purchased an interest in BCI (ironically BCI was one of the 3 banks that formed Mediobanca almost 50 years earlier). BCI tried to acquire Banco Ambrosiano Veneto the same year but was spurned by shareholders who wouldn't accept the US$1.13 billion offer. In 1999 Italy's largest bank Unicredit Group at the time, attempted a hostile takeover of BCI but failed due to Mediobanca's interest in the company (Mediobanca wanted to merge Banca di Roma with BCI) BCI merged with the former Banca Ambrosiano and Cariplo in 1998 to form a financial institution renamed Banca Intesa in 2003.

Sanpaolo IMI

Sanpaolo IMI was formed in 1998 when Istituto Bancario San Paolo di Torino and Istituto Mobiliare Italiano (IMI) merged, IMI was established in 1931) in a US 37.8 billion dollar deal.

Intesa Sanpaolo

In January 2007 Banca Intesa and Sanapaolo IMI, two of the three largest bank of Italy, officially merged.

As part of the authorization of the merger, Autorità Garante della Concorrenza e del Mercato forbidden Intesa Sanpaolo opened new branches for two years in in the provinces of Udine and Gorizia (Friuli – Venezia Giulia region), provinces of Rovigo and Padua (Veneto region), Aosta Valley, provinces of Biella and Alessandria (Piedmont region), Province of Bolzano (South Tyrol), Province of Bologna (Emilia-Romagna region), Province of Pavia (Lombardy region), Province of Naples (Campania region), Province of Imperia (Liguria region), provinces of Sassari and Cagliari (Sardinia Island), Province of Rieti (Lazio region), province of Terni (Umbria region), Province of Pesaro-Urbino (Marche region), Province of Pescara (Abruzzo region) and Province of Catanzaro (Calabria region).

French banking group Crédit Agricole started to spin off from Intesa Sanpaolo, by acquiring Cariparma, FriulAdria in 2007 and Carispezia in 2011, as well as branches from Intesa Sanpaolo. In 2012 Crédit Agricole sold all the shares of Intesa Sanpaolo.

In December 2007 Cassa di Risparmio di Biella e Vercelli was also sold to Banca Monte dei Paschi di Siena for €399 million.

In 2008 Intesa Sanpaolo acquired Banca CR Firenze. In December 2008 Cassa di Risparmio di Fano was sold to Credito Valtellinese.

In 2009 group acquisitions included a 30% interest in business info company MF Honyvem, and an increased stake in Alitalia – Compagnia Aerea Italiana up to 33.3% Even though the bank was rumoured to have been working with the government to keep Air France from acquiring a stake in Alitalia, Air France eventually acquired 25%. Alitalia – Compagnia Aerea Italiana sold part of its stake in the airline to Etihad Airways in 2015.

From 2012 to 2013 Intesa Sanpaolo write down the value of investment in Banca delle Marche (a minority interests of 5.84% share capital) for a total of €90 million (€18 + 72 million), as well as €26 million for a minority stake in Cassa di Risparmio della Provincia di Chieti in 2014. The shareholders of the banks was bail-in in the rescue plan in 2015.

In 2014 Cassa di Risparmio di Venezia and Banca di Credito Sardo were absorbed into Intesa Sanpaolo. The 2014–17 business plan of the bank stated that the banking group would simplified their legal structure.

In 2015 local banks Banca Monte Parma, Banca di Trento e Bolzano, Cassa di Risparmio di Civitavecchia, Cassa di Risparmio di Rieti and Cassa di Risparmio della Provincia di Viterbo were absorbed into Intesa Sanpaolo. Banca dell'Adriatico and Casse di Risparmio dell'Umbria were planned to be absorb by Intesa Sanpaolo in mid-2016. An unified website was also used for the remaining retail banks of the group in 2016.

In 2016–17 the banking group also sold their non-core businesses, such as the 0.49% ordinary shares of Visa Europe in cash plus share deal; Intesa Sanapolo Card and subsidiary Setefi to Mercury (the parent company of Istituto Centrale delle Banche Popolari Italiane) for €1.035 billion and 4.88% shares of Bank of Italy to the bank's shareholders Compagnia di San Paolo, Fondazione Cariplo and the pension funds of the group for €366 million.

Major shareholders

Intesa Sanpaolo’s shareholders with more than a 2% stake (as of 15 September 2016)

Many shareholders of the group were the former owner (foundation) of the regional bank that was acquired by Intesa and Sanapaolo IMI through shares swap. For example, as of 31 December 2013, Fondazione Carisap (Ascoli) held 0.3537% shares, Fondazione Carisbo (Bologna) held 2.023%, Fondazione Cariparma (Parma, now part of Crédit Agricole Group) held 0.67%, Fondazione Carispezia (La Spezia, now part of Crédit Agricole Group) held 0.25%, Fondazione di Venezia (Venice) held 0.33215%.

Corporate Governance

Intesa Sanpaolo has a single-tiered corporate governance system in which the Board of Directors alone are in charge of strategic supervision and control. The latter duty is carried out by the Management Control Committee instead of the Board of Directors itself. The bank adopted this single-tiered system in April 2016, replacing the former two-tiered structure. Previously, the supervisory board exercised control and strategic management functions, whereas the management board oversaw the management of the company’s business. The supervisory board was appointed by shareholders in their annual meeting. It supervised the activities carried out by the management board and, in particular, approved the main strategic initiatives proposed by the management board. The management board appointed one of its members to be the CEO.

Board of Directors

Members were appointed on the 27th April 2016 for the following financial years: 2016, 2017 and 2018.

Financial information

Table with a comparison of Intesa Sanpaolo financial performance over the last 5 years.

Business Units

The group's operations are segmented into 5 parts

Subsidiaries

In addition to its strong presence in Italy, Intesa Sanpaolo has branches and representative offices around the world. The Group also directly controls many foreign banks, especially in Central-Eastern Europe and Middle East and North Africa, with around 1,600 branches and about 8.3 million clients operating in retail and commercial banking.