board of directors’ report for 2008 - sparebank 1 gruppen

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Board of Directors’ Report for 2008 SpareBank 1 Gruppen

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Board of Directors’ Report for 2008 SpareBank 1 Gruppen AS

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Page 1: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

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Board of Directors’ Report for 2008SpareBank 1 Gruppen

Page 2: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

2 SpareBank 1 Gruppen

Page 3: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

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Board of Directors’ Report for 2008SpareBank 1 Gruppen AS

OPERATIONS IN 2008

SpareBank 1 Gruppen AS is a holding company that produces,

provides and distributes products in the fields of life and general

insurance, fund management, securities brokering, factoring and

debt collection services through its subsidiaries. The company also

has subsidiaries that engage in banking and real estate services in

Oslo and Akershus. SpareBank 1 Gruppen AS owns in addition

24.5% of First Securities AS. SpareBank 1 Gruppen AS is owned

by SpareBank 1 Nord-Norge (19.89%), SpareBank 1 SMN

(19.89%), SpareBank 1 SR-Bank (19.89%), Samarbeidende

Sparebanker AS (19.89%), Sparebanken Hedmark (11.14%) and

the Norwegian Confederation of Trade Unions and affiliated

trade unions (9.29%).

In this Directors’ Report, SpareBank 1 Gruppen AS refers to the

holding company, and the SpareBank 1 Group refers to the group

consisting of SpareBank 1 Gruppen AS and its subsidiaries.

The SpareBank 1 Group reported a pre-tax loss of NOK 731.6

million for 2008, compared with a profit of NOK 1,168 million in

2007. The profit gave a return on equity after tax of minus 16.2%,

compared with 26% in 2007. The poor earnings in 2008 are

attributed primarily to unrealised losses on securities portfolios,

as well as the termination of a major IT project and the associated

write-off of NOK 415 million in SpareBank 1 Livsforsikring AS.

The claims ratios were still low in 2008. The SpareBank 1 Group’s

total assets were NOK 56.3 billion as of 31 December 2008. This

represents growth of 3.7% over 2007. In addition, ODIN’s securities

funds had NOK 19.2 billion in assets under management as of 31

December 2008, which is a decline of NOK 18.6 billion from

2007. Capital adequacy ratio was 12.3% as of 31 December 2008,

while the core capital adequacy ratio was 9.2%. The capital

situation of the SpareBank 1 Group is considered satisfactory.

In 2008 SpareBank 1 Gruppen AS purchased 75% of the shares in

Argo Securities AS. The company is engaged in securities activities,

and its head office is located in Oslo. In 2008 SpareBank 1 Gruppen

AS entered into an agreement with SpareBank 1 Nord-Norge to

acquire the bank’s factoring activities. In the first half of 2009, these

activities will be merged with SpareBank 1 Factoring AS – formerly

Glitnir Factoring, which is based in Ålesund. SpareBank 1 Gruppen

AS acquired 10% of Actor Fordringsforvaltning from Sparebanken

Sør effective 1 January 2009 and now owns 100% of the company.

In 2008 the savings banks in the SpareBank 1 Alliance acquired

all the shares in Glitnir Bank ASA and changed the name of the

bank to BNbank ASA.

In 2008 the SpareBank 1 Group introduced a new management

system based on principles taken from «Beyond Budgeting». The

new management system is called Dynamic Management in the

SpareBank 1 Group. This means, for example, that the Group

has discontinued the traditional budgetary process and imple-

mented rolling forecasts. Ambitious, relative targets and extended

use of comparisons (benchmarks), which tell us how good we are

in relation to the market and our competitors, are important

elements of Dynamic Management. The Group’s bonus and

profit-sharing systems will be modified in accordance with the

principles of this management philosophy.

In 2008 SpareBank 1 Skadeforsikring AS and SpareBank 1 Livs-

forsikring AS introduced the FRISK Forsikring brand and concept.

The companies entered into an agreement with 15 major sports

federations with a total of 230,000 members in 2008. In 2009 an

agreement was entered into with the Football Association of

Norway, which has 375,000 members. The FRISK Forsikring

concept and brand will give SpareBank 1 Livsforsikring AS and

SpareBank 1 Skadeforsikring AS a good foundation for the direct

distribution of insurance products to over a half million sports

federation members.

After the completion of an extensive process at SpareBank 1 Livs-

forsikring, a decision was made in 2005 to renew the core systems,

Page 4: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

4 SpareBank 1 Gruppen

customer solutions, internal administrative systems, and a number

of support systems. Development of the system has been very

demanding, and the project was plagued by major cost overruns

and delays. Development of a new administrative system has

been halted. The contract with the supplier has been terminated,

and we are negotiating compensation from the supplier. The

system has been written down by NOK 415 million. The Board of

the life insurance company has taken the initiative to have an

internal and external evaluation conducted.

In January 2009 Chief Executive Eldar Mathisen received a serious

medical diagnosis. Kirsten Idebøen, the company’s Chief Financial

Officer became the acting Chief Executive from this point in time.

SPAREBANK 1 ALLIANCE

The SpareBank 1 Alliance consists of 20 savings banks, a com-

mercial bank and the product companies owned by SpareBank 1

Gruppen AS. The alliance represents one of the largest providers

of financial products and services in the Norwegian market. The

member banks in the SpareBank 1 Alliance distribute the

SpareBank 1 Group’s products and collaborate in key areas such

as brands, work processes, skills development, IT operations,

systems development and purchasing. The SpareBank 1 Alliance has

entered into strategic agreements with the Norwegian Federation

of Trade Unions (LO) and affiliated trade unions.

The SpareBank 1 Alliance’s main goal is to ensure each bank’s

independence and regional affiliation through strong competi-

tiveness, profitability and financial soundness. At the same time,

the SpareBank 1 Alliance represents a complete competitive banking

alternative at the national level. To achieve common goals, the

banks in the alliance have established a national marketing profile

and developed a common strategy for brand building and com-

munication. This strategic marketing platform also forms the

basis for joint development of products and concepts. The product

companies established under SpareBank 1 Gruppen AS and the

alliance banks have developed a common technology platform.

Experience sharing and the transfer of expertise within the alliance,

based on best practices, are key elements in the alliance’s develop-

ment. As an element of these efforts, competence centres have been

established for Credit Management in Stavanger, Payments in

Trondheim, and Training in Tromsø.

The SpareBank 1 Alliance had assets of around NOK 585 billion

under management at the end of 2008. This is an increase from

around NOK 440 billion in 2007. Some of this increase is attributed

to the fact that BNbank ASA is included in the figures for 2008.

The SpareBank 1 Alliance consists of 352 offices and branches

throughout Norway that distribute the SpareBank 1 Group’s

products.

SpareBank 1 Utvikling DA represents the administrative frame-

work for the alliance cooperation. The company is owned by the

alliance banks and SpareBank 1 Gruppen AS. SpareBank 1 Gruppen

AS has an ownership interest of 17.74%. SpareBank 1 Utvikling

DA handles financing and the ownership of applications, concepts,

contracts and brands on behalf of the alliance partners.

SpareBank 1 Gruppen AS plays an important role in the efforts to

realise the alliance’s strategic goals. SpareBank 1 Gruppen AS’s

operations are based on creating value for its customers and

owners.

SpareBank 1 Gruppen AS’s main functions in the SpareBank 1

Alliance are two-fold:

• Manage and develop the financial group with respect to the

production and delivery of competitive products and services

for distribution through the alliance banks, its own bank in

Oslo and Akershus, as well as other banks that have a distri-

bution agreement with companies in the SpareBank 1 Group.

• Manage and develop the alliance cooperation with respect

to common management, development and execution of

activities that provide economies of scale and competitive

advantages.

The SpareBank 1 Group’s vision states that «The customer must

experience security, proximity and a simpler everyday life». This

customer-focused vision supports the alliance's vision, which

states that «SpareBank 1 shall be the recommended bank where

customers are reminded of their local roots, meet staff who are

experts at what they do, and experience a simpler everyday life».

The core values of SpareBank 1 Gruppen AS are «to be an expert

and close to you». This means that employees should be friendly

and helpful, take the initiative, and provide customers with relevant

advice. In accordance with the core values, the employees should

be customer-focused and have solid professional competence,

good skills and clear attitudes. Advice and sales transactions

should be based on high ethical standards. The marketing efforts

are aimed primarily at the private market, small and medium-sized

enterprises, and trade unions affiliated with the Norwegian

Federation of Trade Unions (LO).

CORPORATE GOVERNANCE

The shares in SpareBank 1 Gruppen AS are not publicly traded,

but the company does have a listed bond loan and a listed sub-

ordinated loan. The company has a concentrated shareholder

structure, with all shareholder groups either directly or indirectly

represented on the Board. There is good, ongoing contact with all

the owner groups. The Board of SpareBank 1 Gruppen AS has dis-

cussed the «Norwegian Code of Practice for Corporate Governance»

and adopted this wherever the guidelines applied and were relevant

for a company that does not have shares listed on the stock exchange.

Page 5: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

5

The company is managed in accordance with the objectives,

strategies and ethical guidelines drawn up by the Board. The

company attaches great importance to compliance with the require-

ments that the stock exchange and market places on the company.

In 2007 the Board adopted a new dividend policy for the company.

This means that the company’s owners will be paid a larger portion

of the Group’s profit as a dividend compared with earlier practice.

In determining the dividend for the SpareBank 1 Group AS,

importance shall be attached to the fact that the Group shall have

a satisfactory core and capital adequacy ratio in relation to the

planned growth and risk associated with the operations. The

financial situation must also be deemed satisfactory in other

respects.

In 2008 the Board established an audit committee and a com-

pensation committee. The duties and functions of these commit-

tees are described in instructions stipulated by the Board.

The SpareBank 1 Group has two management teams: Group

Management, which is responsible for managing and developing

the financial group, and Alliance Management, which is responsible

for managing and developing the alliance cooperation. Group

Management consists of the Chief Executive of the holding company

and the Chief Executives of the largest product companies and the

bank in the Group, as well as Group Managers for relevant staff

functions. Alliance Management consists of the Chief Executive

of SpareBank 1 Utvikling DA and Group Managers with special

responsibility for support functions in the alliance cooperation.

Information on the remuneration of the Chief Executive, Group

Management, Board of Directors, Supervisory Board, Audit

Committee and Auditor may be found in the notes to the accounts.

The corporate governance of the SpareBank 1 Gruppen AS is

also discussed elsewhere in this annual report.

SPAREBANK 1 GROUP – RESULTS AND KEY FIGURES

In accordance with Section 3-9 of the Norwegian Accounting

Act, SpareBank 1 Gruppen AS reports the annual accounts for the

Group and holding company in accordance with IFRS (Internati-

onal Financial Reporting Standards). The accounts and analyses

described below have been prepared based on the consolidated

accounts under IFRS. The accounts of Bank 1 Oslo are reported in

accordance with IFRS. The accounts of SpareBank 1 Skadefor-

sikring AS and SpareBank 1 Livsforsikring AS are reported in

accordance with the ”Regulations relating to Annual Accounts etc.

for Life Insurance Companies”, as laid down by the Ministry of

Finance on 16 December 1998 and amended most recently on 30

January 2009, as well as the generally accepted accounting prin-

ciples. Pursuant to the Financial Reporting Regulations, the

company accounts have been prepared in accordance with the

International Accounting Standard Regulations unless otherwise

The SpareBank 1 Group’s

vision states that «The

customer must experience

security, proximity and a

simpler everyday life».

This customer-focused

vision supports the

alliance's vision, which

states that «SpareBank 1

shall be the recommended

bank where customers are

reminded of their local

roots, meet staff who are

experts at what they do,

and experience a simpler

everyday life».

Page 6: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

6 SpareBank 1 Gruppen

prescribed by the regulations. There are provisions herein stating

that the international accounting standards can be departed from

in accordance with the provisions of the Regulations of 21 January

2008 relating to the Simplified Application of International

Accounting Standards.

In the consolidated accounts the accounts of all the companies

have been incorporated in accordance with IFRS principles. The

principles applied are described under accounting policies. The

consolidated capital adequacy statement (COREP) is based on

Bank 1 Oslo’s IRB statement, and it includes capital requirements

for the other companies in the Group.

The SpareBank 1 Group reported a loss after tax of NOK 857.7

million in 2008, compared with a profit of NOK 1,210 million for

the previous year. The pre-tax loss was NOK 731.6 million. This

is NOK 1,899.6 million less than in 2007. The tax exemption

model has resulted in major changes in the tax calculations for the

life insurance company, and this has entailed an overall tax charge

of NOK 126.2 million for the Group as a whole, compared with an

income of NOK 42.5 million for the previous year.

SpareBank 1 Livsforsikring AS reported a pre-tax loss of NOK 993

million for 2008. The pre-tax profit was NOK 380 million in 2007.

The risk result improved significantly in 2008, while the admi-

nistrative result and interest result were significantly poorer than

in 2007. The underlying operations generated good results in

2008, and, after adjustment for non-recurring effects, the operating

profit before financial items for the insurance operations was

NOK 68 million. The corresponding figure for 2007 was NOK 32

million.

SpareBank 1 Livsforsikring has decided to hold out through the

financial crisis without any significant sell-off of shares. This

has had an impact on the return achieved by the company in 2008.

At the end of the year, shares and other equity investments repre-

sented 12.4% of the total financial assets in the group portfolio.

The company’s value adjusted return on assets in the group port-

folio as a whole was minus 4.9% in 2008, while the booked

return on assets was minus 2.8%. The return on assets in the com-

pany portfolio was 0.4%. In 2007 the company reported an over-

all value adjusted return of 6.4%, while the booked return was

8.9%.

The development of a new administrative system for the insurance

portfolio has been halted, and the system has been written down

by NOK 415 million. The residual value of NOK 50 million is

attributed to the reuse value of what has been developed.

The capital adequacy ratio was 14.3% as of 31 December 2008,

compared with 12.5% at the end of last year. The solvency margin

capital was 192% of the solvency margin requirement, compared

with 244% for the previous year. At the end of 2008, the require-

ment was NOK 848 million, compared with NOK 735 million

in 2007. The increase in the requirement is due in part to the

discontinuation of a reinsurance agreement. The buffer capital

represented 5.8% of the technical insurance reserves at the end of

2008, compared with 9.3% in 2007. Of the company’s supplementary

provisions, NOK 345 million was used to cover the interest rate

commitments at the end of 2008. The remaining supplementary

provisions totalled NOK 172 million. The securities adjustment

reserve was NOK 0 at the end of the year due to the fact that the

market value of the financial assets was lower than the cost price.

SpareBank 1 Gruppen AS injected equity of NOK 734 million in

the life insurance company in 2008. The SpareBank 1 Group showed

by this that it was willing and able to inject equity in a scope that

enables the company to carry out appropriate investment strategies.

SpareBank 1 Skadeforsikring AS reported a pre-tax profit of NOK

217.7 million for 2008, which corresponds to a reduction of NOK

241.3 million, compared with 2007. The technical result impro-

ved in relation to 2007, primarily due to the normalisation of

new major losses.

The financial income was significantly weaker in 2008, compared

with 2007. The income was reduced by 333.4 million, compared

with 2007. The poorer result is also attributed to an 88.2% reduc-

tion in the financial income, compared with 2007. The investment

portfolio has, nevertheless, proven to be robust throughout 2008.

The financial return was positive 0.5% in spite of the crisis in the

financial markets.

The capital adequacy ratio was 29.2% at the end of 2008, which

corresponds to a coverage of NOK 846 million in relation to the

minimum requirements set by the authorities. The capital adequacy

ratio increased by 1.3 percentage points in 2008.

The combined ratio for own account was 93.7% in 2008, which

was 0.6 percentage points lower than in 2007. The premium

income for own account totalled NOK 3.7 billion in 2008, which

corresponds to an increase of NOK 161 million, or 4.6%, compared

with 2007. The company’s market share declined from 2007 to

2008 and was measured at 9.8% in relation to the premiums

written.

The gross claims ratio was 71.1% in 2008, which corresponds to

a reduction by 3.9 percentage points compared with 2007. The

company experienced fewer new major losses in the corporate

market in 2008, compared with 2007, and just one major loss was

of great significance to the claims ratio.

Page 7: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

7

The company continued to develop and implement the company’s

corporate market strategy throughout 2008. The goal is to increase

earnings by adding new products that make full-range of services

possible, as well as implementing best practices in the banks for

the sale of corporate market insurance.

In addition to good profitability, the company’s long-term strategy

of high customer satisfaction has given good results. In 2008

independent surveys showed, for the third year in a row, that the

company has the most satisfied customers among the largest com-

panies in the Norwegian general insurance market.

The Bank 1 Oslo Group reported a pre-tax profit of NOK 3.1

million in 2008, which is NOK 127.8 million less than the profit

in 2007. This decline is attributed to the write-down of goodwill,

shares and bonds, as well as higher losses on loans. The year 2008

was marked by financial unrest, and this has also impacted the

bank’s accounts. In 2008 the Group reported unrealised losses on

securities of NOK 73.4 million, where the write-down of shares

represented NOK 22.8 million, and the write-down of goodwill and

other intangible assets in EiendomsMegler 1 Oslo og Akershus

represented NOK 21.0 million and NOK 5.0 million, respectively.

In addition, losses on loans increased by NOK 74.9 million, com-

pared with 2007. The parent bank showed an improvement of

28.3% in the underlying banking operations due to the strong

growth in deposits and lending, and an increase in commission

income.

In 2008, the Group achieved total growth of 19.8% in retail and

corporate lending. This includes home mortgage loans (NOK 1.0

billion) transferred to SpareBank 1 Boligkreditt AS. Growth in the

retail market was 23.5%, and in the corporate market it was

11.6%.

After three years of net income recognition due to loan loss

provisions, the Group had to recognise losses on loans totalling

NOK 65.1 million in 2008. The loan losses are attributed primarily

to certain loans in the corporate market, as well as an increase

of NOK 16.3 million in the group write-downs. The loss ratio

(recognised loss as a percentage of gross lending) was 0.31% in

2008, compared with -0.05% in 2007.

The group write-downs as of 31 December 2008 totalled NOK 73.3

million, or 0.35% of the combined gross loans, which is an

increase of NOK 16.3 million from 31 December 2007.

In April 2008, the bank received approval from the Financial

Supervisory Authority of Norway to use internal credit models (the

IRB approach) for calculating capital adequacy requirements

according to the new regulations. The IRB approval has raised the

bank’s level of quality with regard to the development of credit

systems and skills development. The risk management system has

also improved, with special emphasis on the registration,

measurement and reporting of credit risk.

At the end of 2008, the capital adequacy ratio was 8.00% (10.71%)

and the core capital adequacy ratio was 7.93% (9.95%). The

transition scheme for IRB banks entails an improvement in the

bank’s capital and core capital adequacy ratios by one percentage

point as of 1 January 2009. The bank’s target is a capital adequacy

ratio of 11%, and it will raise a non-perpetual subordinated loan

in the first quarter of 2009 to reach this target.

The bank has 16 local branch offices, nine of which are in Oslo and

seven in Akershus. During the period from 2006 to 2007, the

bank opened six new local branches as part of its planned expansion

strategy.

In addition to good profitability, the company’s long-term strategy of high customer satisfaction has givengood results. In 2008 independent surveys showed, forthe third year in a row, that the company has the mostsatisfied customers among the largest companies inthe Norwegian general insurance market.

Page 8: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

8 SpareBank 1 Gruppen

Bank1 Oslo has a good deposit-loan ratio and is less dependent

than many other banks on funding from the money and capital

markets. In addition, Bank 1 Oslo’s funding has a relatively long

maturity profile. Bank 1 Oslo’s funding situation has therefore been

satisfactory throughout 2008.

ODIN Forvaltning AS reported an operating profit of NOK 84.2

million for 2008, compared with a profit of NOK 283.6 million for

2007. The lower profit is attributed primarily to a sharp fall in total

assets due to the falling stock markets.

ODIN’s value-oriented investment philosophy entails that the

annual return yielded by ODIN’s equity funds varies from year to

year. The year 2008 was a difficult year for everyone in the equity

markets, and nine of ODIN’s eleven self-managed equity funds

showed a poorer return than the market in which they were

invested. The equity funds show, however, a good long-term

return.

At the end of 2008, ODIN managed a total of NOK 19.2 billion,

which is a reduction of NOK 18.6 billion, compared with 2007.

The company had more than 280,000 unit holders in 17 equity

funds and six fixed income funds at the end of 2008. The level of

both equity fund subscriptions and redemptions was lower in 2008

than in 2007, and ODIN saw net equity fund redemptions of NOK

3 billion. The combination of poor absolute and relative returns

and the net redemption of equity funds resulted in ODIN’s mar-

ket share for equity funds falling from 15.9% at the beginning of

2008 to 13.8% at the end of the year. The total market share fell

from 9.2% to 6.6%. At the end of 2008 the company was still

Norway’s second largest manager of equity funds.

In October 2008 SpareBank 1 Gruppen AS acquired 75% of the

shares in Argo Securities AS for NOK 165 million. Argo Securities

AS is an investment firm, and it has ambitions of becoming a

leading Norwegian brokerage house with activities in corporate

finance, stock broking, and debt capital, as well as derivatives of

shares and interest rates. The company was established by former

employees of Kaupthing Bank’s Norwegian brokering activities.

SpareBank 1 Gruppen AS owns 24.5% of the shares in First

Securities ASA. This holding is considered a financial investment

after SpareBank 1 Gruppen AS acquired the brokerage firm Argo

Securities AS.

SpareBank 1 Gruppen AS owned 90% of the shares in the debt

collection company Actor Fordringsforvaltning AS at the end of

the year. Actor reported a pre-tax profit of NOK 15.3 million,

which is an improvement of NOK 1.5 million, compared with

2007. The company has over 35 years of experience in debt

collection and provides, for example, receivables management and

legal debt collection services. Actor has offices in Hamar and

Gjøvik. In the first quarter of 2009, SpareBank 1 Gruppen AS

acquired the remaining 10% of the shares in the company.

In addition to shares in subsidiaries, the holding company's assets

consist of bank deposits and minor assets. SpareBank 1 Gruppen

AS sold its shares in Alka Forsikring in 2008. The holding

company had liquidity reserves of NOK 1,152 million as of 31

December 2008, and unutilised credit facilities accounted for

NOK 400 million of this amount. The liquidity reserves increased

by around NOK 769 million, compared with 2007. The Group's

cash and cash equivalents increased by NOK 787.2 million in 2008.

Net cash flow from the Group's operations was negative NOK

1,515.6 million. Loans to customers increased by NOK 2,445,

security holdings declined by NOK 748 million and the real

estate portfolio increased by NOK 144 million. Other financing

activities increased cash flow by NOK 4,297.1 million in 2008.

Liabilities arising from the issuance of securities increased by

NOK 1,891.8 million, and deposits and liabilities to customers and

credit institutions increased by NOK 1,931.3 million. The owners

made a contribution by injecting NOK 924 million in new

equity. A dividend of NOK 450 million was paid in 2008.

The equity consists of share capital, share premium reserve and

other reserves. The share capital in the holding company was NOK

1,747.2 million as of 31 December 2008, while the Group’s

combined equity was NOK 5,054 million at the end of the year.

SpareBank 1 Gruppen AS received NOK 924 million in new

equity in 2008. In accordance with an interpretation of IFRS,

various insurance funds from SpareBank 1 Skadeforsikring AS

have been transferred to equity in the amount of NOK 937.9 in the

consolidated accounts. The parent company’s combined equity

was NOK 4,109 at the end of the year. Recognised goodwill in the

Group totalled NOK 704 million as of 31 December 2008.

The Group’s capital adequacy ratio was 12.3% as of 31 December

2008 on a consolidated basis, compared with 13.1% in 2007. The

Group's core capital adequacy ratio was 9.2% as of 31 December

2008, compared with 9.6% for the previous year. For the holding

company in isolation, the capital adequacy ratio was 74%, com-

pared with 74.9% in 2007, and the core capital adequacy ratio was

61.7% in 2008 and 59.6% in 2007, respectively. The holding

company had distributable equity of NOK 1,376 million at the end

of the year, before the proposed dividend.

The annual accounts have been presented on the assumption

that the company will continue as a going concern. The Board

finds that the prerequisites for the going concern assumption

have been met by the annual accounts for 2008 and the earnings

forecast for 2009–2011.

Page 9: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

9

Beyond matters mentioned in this report, no circumstances have

arisen after the end of the accounting year that would be of mate-

rial significance to the company's position and results.

DIVIDEND

The Board proposes that a dividend of NOK 624 million be

distributed for 2008 from SpareBank 1 Gruppen AS’s profit of NOK

897.8 million. Most owner banks changed their accounting

policies for the treatment of their investment in the joint venture,

SpareBank 1 Gruppen AS, from the equity method to the cost

method in connection with the transition to IFRS. When the equity

method was employed, the profit from SpareBank1 Gruppen AS

was recognised as income. This is no longer possible in accordance

with the cost method. When the cost method is used, only dividend

received can be recognised as income. Seen in isolation, this

accounting policy change entails a greater interest on the part of

the primary capital certificate banks to increase the size of the

dividend. SpareBank 1 Gruppen AS received NOK 924 million in

new equity in the fourth quarter of 2008 with a view to this. The

Board considers the Group’s capital situation and the parent

company’s liquidity situation to be compatible with the size of the

dividend for 2008.

PROPOSED ALLOCATION OF THE PROFIT FOR THE YEAR

AND PAYMENT OF DIVIDEND

Transferred to other equity NOK 897.8 million

Proposed payment of dividend NOK 624 million

RISK FACTORS

The operations of SpareBank 1 Gruppen AS are organised into

different business areas through subsidiaries. There are major

differences in the risk structure of the individual subsidiaries. The

most important risk categories impacting the Group are related to

market risk, credit risk, liquidity risk, insurance risk, operational

risk and concentration risk, as well as strategic and commercial

risk.

Responsibility for risk management and control

Responsibility for the Group’s risk management lies with SpareBank

1 Gruppen AS. The company boards are responsible for overall risk

management in their own companies. The individual companies

have their own risk managers. Responsibility for the overall risk

management within the organisation lies with the Group Manager

of Strategy, Analysis and Risk Management in the holding company.

This position reports directly to the Chief Executive of SpareBank

1 Gruppen AS.

The aim of risk management in the SpareBank 1 Group is to

ensure capital adequacy and the fulfilment of statutory capital

requirements. This shall be achieved through a moderate risk

profile characterised by:

• a strong risk culture with a high level of risk management

awareness,

• striving towards an optimal application of capital within the

adopted business strategy,

• exploitation of synergy and diversification effects, and

• having adequate core capital in accordance with the chosen

risk profile.

Internal control within the Group is defined as a line responsibility.

In accordance with the «Regulations relating to Risk Management

and Internal Control» and the Group’s own guidelines, risk factors

in the operations are reviewed annually and action plans are pre-

pared in all units, which are reported to the respective company

boards. In addition, the Group also conducts surveys across the

group with regard to internal control, Personal Data Act, and

security matters. SpareBank 1 Gruppen AS has outsourced inter-

nal auditing to Ernst & Young. The Group has acquired added

expertise as a result of this. The internal auditing operations also

encompass the subsidiaries.

Performance of risk management in 2008

Overarching governing documents have been prepared for risk

management, compliance, capital management and liquidity

management. A separate compliance function for the holding

company has also been established in 2008. There is also an active

effort to develop reporting systems for continuous calculation of

risk-adjusted profitability at both the overarching level and at

the segment level.

The year 2008 has demonstrated in earnest what risk in the capital

market entails. The year was marked by a decline in the major

markets that we have to go as far back as the depression in the

1930s to find one that was as severe. The unrest in the financial

markets started in the credit market, particularly US home

mortgage loans in the high risk segment (subprime). The situation

that arose in the credit market quickly spread to the equity and

commodity markets. As a result of this, the Norwegian stock

market fell 54.1% in 2008 (Oslo Børs Benchmark Index), while

equity markets outside Norway represented by the Morgan

Stanley World Index showed a decline of 40.9%. The turbulence

we have experienced in the commodity markets can be illustrated

well by looking at the development of the price of oil (Brent

Blend), which was USD 93.9 per barrel at the start of 2008, rose

to USD 146.1 per barrel in July, and then fell to USD 45.6 per bar-

rel at the end of the year.

The severe market fluctuations have put the SpareBank 1 Group’s

Page 10: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

10 SpareBank 1 Gruppen

risk management to the test. This has resulted, for example, in the

implementation of contingency plans that were prepared to con-

trol the Group’s risk. It has entailed frequent reporting of the

company’s financial status, as well as a need to ensure that the

Group has both adequate risk capital and liquidity to withstand

the financial risk to which the operations are exposed. This has

been necessary in light of a situation where we have had relatively

high exposure to equities in SpareBank 1 Livsforsikring and did not

desire to sell these equities off at very low prices. To accomplish

such a strategy, a total of NOK 735 million has been injected into

the life insurance company through group contributions and a

capital increase. The capital increase in SpareBank 1 Livsforsikring

of NOK 300 million was completed towards the end of 2008, and

the SpareBank 1 Group has furnished an additional guarantee for

up to NOK 300 million, which will remain in effect until 1 April 2009.

SpareBank 1 Gruppen AS has raised NOK 924 million from a

private offering to its owners, and the owners have furnished an

additional guarantee of up to NOK 400 million as a capital

injection from the company’s owners. This guarantee is valid

until 1 April 2009.

SpareBank 1 Livsforsikring has adapted its operations to new

legislation, where separate investment strategies have been

formulated, for example, for the company and group portfolios.

The company has also implemented a new balance sheet manage-

ment model. This will be refined on a continuous basis until the

implementation of the Solvency II rules.

A new risk model that quantifies the need for risk capital at the

company and group level was developed and implemented in

2008. The model allows, for example, the Group to link balance

sheet management to the capitalisation objectives and the actual

capitalisation situation through simulation of detailed trading

rules in the various portfolios of the life insurance company.

RISK CATEGORIES

The Group’s risk exposure is related primarily to market risk,

owner risk, credit risk, concentration risk, insurance risk,

operational risk and liquidity risk, as well as strategic and

commercial risk.

Market risk

Market risk is defined as the risk of loss due to changes in

observable market variables, such as interest rates, currency

exchange rates, security prices or real estate.

The Group’s consolidated market risk is measured and reported

quarterly to the Board of SpareBank 1 Gruppen AS. The calcula-

tions are based on a Value at Risk (VaR) model. A corresponding

model is used for the follow-up of each individual company. The

subsidiaries in the Group manage and also monitor their own risk

exposure in accordance with their own models and routines.

The SpareBank 1 Group was impacted significantly by the finan-

cial crisis. This applies in particular to SpareBank 1 Livsforsikring,

which has been affected by a substantial fall in prices in both its

equities portfolio and interest rate portfolio. The value adjusted

return on assets in the customer portfolio in the life insurance

company was a weak minus 4.9%, and the booked return was

minus 2.8%. SpareBank 1 Livsforsikring’s securities adjustment

reserve was reduced from NOK 401.3 million to NOK 0 during the

year; NOK 65.2 million of this reduction attributed to the company

portfolio was reclassified as equity in accordance with the new

accounting regulations for life insurance. In addition, the life

insurance company allocated supplementary provisions of NOK

345.1 million in 2008 to fulfil the interest rate guarantee. The

remaining supplementary provisions totalled NOK 172.3 million

as of 31 December 2008. SpareBank 1 Livsforsikring still has a

satisfactory capital and solvency margin situation. At the start of

2009, however, the company is far more vulnerable to fluctuations

in the financial market. As a result of this the buffer capital utili-

sation in SpareBank 1 Livsforsikring is followed up daily with a

view to monitoring the Group’s risk exposure. In its customer port-

folio at the end of the year the life insurance company had 12%

of its investments in the equities market and 23% of its invest-

ments in the real estate market (excluding the company portfolio

and assets linked to insurance with investment options). The

company did not adjust the market value of its properties in

2008. The running return on SpareBank 1 Livsforsikring’s real

estate portfolio was 6.75% at the start of 2009.

In spite of the fact that SpareBank 1 Skadeforsikring AS has a con-

servative investment profile, the company’s financial return was

impacted quite negatively by the unrest in the financial markets.

The equity exposure corresponds to 5.1% of the company’s finan-

cial assets at the end of 2008. The percentage of the investment

portfolio invested in hedge funds was 4.5%. The company’s fixed

income investments have a very short maturity. At the end of the

year, 15.7% of the company’s investment portfolio was invested

in real estate. The market risk with respect to the company’s

financial investments is considered medium high.

Bank 1 Oslo acquired primary capital certificates valued at NOK

94 million in connection with a non-performing commitment. The

bank does not have any equities trading portfolio beyond this. The

bank’s interest rate and currency exchange risk is considered to be

low.

Owner risk

Owner risk is defined as the risk that arises as a result of being an

owner of a company. SpareBank 1 Gruppen AS’s owner risk in

Page 11: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

11

subsidiaries is related to the risk that the individual product

companies assume in their operations, as well as the risk of a need

for the injection of fresh capital into one or more of these com-

panies. As the result of an established strategy in 2008, SpareBank

1 Livsforsikring has maintained a higher share of equities than

most of its important competitors. Due to the plummeting finan-

cial markets, the company has required an injection of capital from

its parent company. The parent company has for its part completed

a private offering to its largest owner banks and obtained a guarantee

for the injection of additional capital as required.

Owner risk related to interests in SpareBank 1 Gruppen Finans

Holding AS (100%), Argo Securities AS (75%) and First Securities

AS (24.5%), as well as certain smaller share holdings, has been

included in the Group’s risk calculations as equity risk under

market risk.

The holding company’s financial position is regarded as satis-

factory overall, given the current risk exposure.

Credit risk

Credit risk is the risk that the company’s borrowers, intermediaries

and reinsurers cannot manage or do not desire to fulfil their

obligations to the SpareBank 1 Group. This also includes the risk

of changes in the general credit prices, the so-called spread risk,

and the reinsurance risk in the insurance companies.

The Group’s credit risk is largely associated with Bank 1 Oslo AS,

and it represents the most significant risk component in the bank.

The bank’s retail market portfolio grew 23.5%. Growth in the

corporate market was 11.9%. The corporate market’s share of the

combined loans was 29.0% as of 31 December 2008, compared

with 31.4% as of 31 December 2007.

Non-performing loans in the bank increased in 2008, compared

with 2007. This applies to both the retail and corporate markets.

Total non-performing and impaired loans in Bank 1 Oslo totalled

NOK 422 million as of 31 December 2008, which is 1.9% of the

bank’s gross loan portfolio, compared with 0.9% as of 31 December

2007.

Bank 1 Oslo AS uses the SpareBank 1 Alliance’s system solutions

for credit approval in both the retail and corporate markets. The

system solutions include decision-support tools (scoring models),

value assessment models for security, and a model for risk pricing.

The credit models are adapted to the requirements under the

Basel II rules and classify customers based on the expected pro-

bability of default in 11 risk classes. Credit risk in individual

commitments is constantly monitored by means of continuous

migration and default reporting, overdraft lists, and close contact

with customers. At the portfolio level, credit risk is monitored in

the form of periodic reporting of the status of defined parameters

in comparison to set limits. Important parameters in this regard are

the likelihood of default, expected losses, unexpected losses and

risk-adjusted return.

Credit risk in the life and general insurance companies relates to

investments in money market instruments and bonds. SpareBank

1 Livsforsikring is directly and indirectly exposed to so-called

CDOs in its portfolios. CDOs are fixed income papers with a

return that is dependent on the development of the credit quality

of a number of underlying counterparties. The development of

the CDO market in 2008 was very unfavourable, and SpareBank 1

Livsforsikring had to write off NOK 138 million as of 31 December

2008. The remaining CDO positions in the life insurance companies

have a book value of NOK 308 million. The risk related to the other

fixed income investments is limited to companies that have a high

credit rating. The credit risk in this portion of the portfolio is con-

sidered to be low to moderate. The insurance companies are also

exposed to a credit risk associated with various reinsurers. Their

rating is monitored closely, and the risk is considered to be low.

In the real estate portfolio there is risk associated with the servicing

of rental agreements. The risk in this category is also considered

to be limited.

Concentration risk

Concentration risk is associated with major commitments, industry

concentration and geographic concentration in credit or investment

portfolios.

There is concentration risk in SpareBank 1 Gruppen, particularly

on the credit side in Bank 1 Oslo. Concentration risk in Bank 1

Oslo means a risk for losses as a result of concentration in major

individual commitments, individual industries or geographic

areas. A concentration risk arises when many commitments are

exposed to the same risk factors, and these factors move more or

less in the same direction. The bank manages concentration risk

through, for example, setting limits for the maximum size of indi-

vidual commitments, number of large commitments, and exposure

to each individual industry, and quantifying this in connection

with the ICAAP process.

In both the life and general insurance companies there is assumed

to be a concentration risk on the investment side, particularly related

to investments in bonds issued by financial institutions. The

capital needs for this risk have not been calculated as of

31 December 2008. The general insurance company has a certain

concentration risk associated with reinsurers.

Insurance risk

Risk associated with uncertainty concerning the frequency and cost

of future insurance claims, and the risk of extreme events (disasters).

Page 12: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

12 SpareBank 1 Gruppen

Insurance risk is an inherent part of life insurance and general

insurance company operations. Loss in the general insurance

company can arise as a result of fluctuations in the year’s loss ratio

and prior-year losses. For the SpareBank 1 Livsforsikring, insurance

risk is mainly associated with non-profit-sharing risk products.

Both the life and general insurance companies reduce risk through

reinsurance, partly by the reinsurers taking over portions of the risk

within individual business segments and partly by limiting the

own account share for individual claims through reinsurance.

The reinsurance also covers cumulative claims and disasters.

The risk associated with the reinsurers’ creditworthiness is placed

under credit risk.

Control of the insurance risk in both the life and general insurance

companies is considered to be satisfactory.

Operational risk

Risk that is due to inadequate or failing internal processes, failures

by humans, or failures in systems or external events. The definition

also encompasses legal risk.

Operational risk in the subsidiaries is currently documented in

connection with work relating to compliance with the «Regulations

relating to Risk Management and Internal Control». This work

normally requires the management group of a particular subsidiary

and staff area in the holding company to identify the main cate-

gory of operational risk before and after the implementation of

measures. This effort did not identify any serious risk factors in

the Group in 2008. In connection with the implementation of

the Group’s ICAAP calculations, models were put in place for

calculating necessary capital needs for operational risk. Reference

is made to the Third Pillar report for a more detailed description

of these calculations.

In connection with the coming into force of the new «Regulations

relating to Risk Management and Internal Control», including

Section 6 (last paragraph) of these regulations, which clarifies the

overlap with the «Capital Adequacy Regulations», all the frame-

work and management documents in the Group have been updated

to clarify the boundaries between the risk processes that are

encompassed by the internal control work and those that are

encompassed by the ICAAP work. Compliance with statutory

risk processes and an efficient implementation of these are ensured

through this work.

A major IT project in SpareBank 1 Livsforsikring has been halted,

and this will entail a write-down of NOK 415 million. A thorough

evaluation of the project will be made, but this can serve as an

illustration of substantial operational risk in the Group.

At the start of 2009,

Bank 1 Oslo had an

adequate liquidity

situation.

The liquidity risk is

regarded to be low to

moderate. Bank 1 Oslo

has a very high deposit

coverage ratio, and this

was 77% at the end

of 2008.

Page 13: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

13

Liquidity risk

Liquidity risk is the risk of not managing to refinance obligations

or to finance any increased financing needs without substantial

added cost.

Management of the Group’s financial structure is based on an

overall liquidity strategy that is assessed and approved by the

Board at least annually. The liquidity risk is reduced by the diver-

sification of loans in different markets, funding sources, instru-

ments and maturity periods. The liquidity risk of the SpareBank

1 Group is mainly associated with the parent company and Bank

1 Oslo AS, and the risk is considered to be low.

At the start of 2009, Bank 1 Oslo had an adequate liquidity situ-

ation. The liquidity risk is regarded to be low to moderate. Bank

1 Oslo has a very high deposit coverage ratio, and this was 77%

at the end of 2008. Depositors associated with trade unions repre-

sented 47% of the combined deposits at the end of 2008.

The liquidity risk has been reduced throughout the year measured

in relation to the limits the Board has set, such as the net refinancing

need, liquidity indicator and results of the bank’s stress tests in the

area. At the start of 2009 all the target figures were well within the

limits set by the bank’s Board. In 2008 the bank established all the

necessary processes for the transfer of home mortgage loans to

SpareBank 1 Boligkreditt. This gives the bank access to the

exchange scheme that Norges Bank has established for bonds

with pre-emptive rights to government securities. As of 31 December

2008 the bank has substantial liquidity reserves ready for transfer

to SpareBank 1 Boligkreditt. When the overall liquidity risk is con-

sidered nevertheless to have increased somewhat, this is associ-

ated with the general development of the funding markets over the

last year, where there has been an unfortunate development in both

the price and supply of securitised funding.

Strategic and commercial risk

Strategic and commercial risk is the risk for losses resulting from

changes in external circumstances beyond the control of the

company, such as regulatory matters, or inadequate earnings or

supply of capital due to a lack of confidence and the company’s

reputation in the market, i.e. with customers, counterparties,

shareholders and the authorities (reputation risk).

The SpareBank 1 Group has established a contingency plan for

handling reputation-sensitive issues. Work on specific matters

will be initiated and managed by the Group Manager for Infor-

mation and Public Relations, and it will be a dynamic part of the

department’s planning. The contingency plan’s agenda will be

reviewed and updated every quarter.

Together with the Alliance’s Risk Management Forum, the Group

will continue to focus on the establishment of quantitative models

with a view to estimating the capital needs for the strategic and

commercial risks in the Group.

CHANGES IN THE REGULATIONS

The SpareBank 1 Group continued its efforts in 2008 to adapt to

the new regulations for risk management and new capital adequacy

requirements in accordance with the international Basel II rules.

Bank 1 Oslo received approval by the Financial Supervisory

Authority of Norway in the first quarter to report capital adequacy

for credit risk in accordance with internal measurement

methods, so-called IRB approval. The Capital Adequacy Regulations

contain transitional rules with defined «floors» for capital

adequacy for IRB banks up until 2010. For 2009 the floor for the

bank’s capital adequacy is at least 80% in relation to the old

capital adequacy regulations. The bank has not estimated the

effects with regard to capital adequacy of using the IRB method in

relation to the standard method, which is used by most Norwegian

banks. The bank’s ambitions with the IRB approval are to

professionalise the credit operations and risk management in the

credit area.

As the owner of a bank, SpareBank 1 Gruppen AS is subject to the

new capital adequacy rules for banks and other financial institutions

(Basel II). The Second Pillar stipulates that the institution must

have a separate process for measuring capital requirements based

on a separate risk profile. The SpareBank 1 Group has submitted

its own ICAAP documentation to the Financial Supervisory

Authority of Norway from 2007. Work to identify the Group’s over-

all risk situation is under continuous development, and updated

ICAAP calculations will be prepared quarterly for the Board.

From 2009, the SpareBank 1 Group will publish a quarterly Third

Pillar report, which will cover the requirements stipulated in the

capital adequacy regulations with regard to market discipline

and the publication of financial information.

THIRD PILLAR

Reference is made to a separate Third Pillar report prepared in

accordance with the requirements stipulated in Part IX, Chapters

45 and 46, of the Capital Adequacy Regulations. The report has

also been prepared to meet the market’s increased demand for

transparency and openness with regard to risk in general and a

more detailed review of the company’s capital and risk situation.

ORGANISATION AND WORKING ENVIRONMENT AT

SPAREBANK 1 GRUPPEN AS

Organisation

At the end of 2008, SpareBank 1 Gruppen AS had 207 employees

and 201 full-time equivalents. In the SpareBank 1 Group with

subsidiaries there was a total of 1,381 employees and 1,345 full-

time equivalents. The corresponding figures for 2007 were 1,214

Page 14: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

14 SpareBank 1 Gruppen

and 1,202, respectively. The increase in the workforce is related

primarily to ventures in new business areas through the acquisition

of companies and growth in the savings and pension area in

SpareBank 1 Livsforsikring.

A total of 117 employees resigned from their positions in 2008. The

total turnover in 2008 was 9.4%. The corresponding figure for 2007

was 8.6%. Adjusted for early retirement pensions, old age pensions

and disability pensions, the Group’s turnover was 6.5%. In a

labour market that was an employees’ market for most of 2008, this

must be regarded as a satisfactory level.

The business areas are organised in separate subsidiaries. The

managers for these areas, as well as the managers for the two

staff areas, Finance and Strategy and Business Development, are

members of the Group Management for the SpareBank 1 Group.

The Chief Executive of SpareBank 1 Utvikling DA leads the

alliance cooperation, which encompasses Marketing, IT, HR,

Information and Public Relations and Alliance Cooperation

functions.

HR strategy

The SpareBank 1 Group’s HR strategy is based on the company’s

vision, values, goals and success factors. The main goal of the HR

strategy is to ensure that SpareBank 1 Gruppen:

• Attracts the right employees by focusing on the values «to be

an expert and close to you».

• Retains the best employees by giving them responsibilities,

communicating with them and rewarding them for good

performance.

• Develops employees by involving them, giving them clear

objectives and following them up.

The HR strategy follows the employment cycle of an employee and

contains frameworks and guidelines for how we as an employer

should manage and develop its employees. Key areas of the HR

strategy include: skills development, career opportunities, remu-

neration and rewards, equal opportunities, fitness programme

(HSE) and a trainee scheme.

The trainee scheme, which was introduced in 2006, was continued

in 2007 and 2008. The first group of eight trainees completed their

trainee period in 2008 and now have central positions in the

Group. The SpareBank 1 Group has seven trainees now and will

recruit a new group of trainees in 2009. The purpose of the trainee

programme is to recruit future managers and technical specialists

who, during a two-year period, will acquire wide-ranging expertise

in our various business areas.

In connection with an audit of the company’s life phase policy in

2008, a decision was made to implement measures to increase the

actual retirement age in the Group. This is based both on a financial

perspective, by reducing the need for recruitment, and an exper-

tise perspective, by benefiting longer from valuable expertise.

The remuneration policy is another key area of the HR strategy.

Regular analyses are conducted to ensure that the Group offers

competitive terms without being a leader. The incentive scheme

and profit sharing at the group level and bonus scheme at the com-

pany level was continued in 2008. The actual results in relation

to the budget and achievement of goals in relation to defined

criteria form the basis for any payments. No bonuses were paid to

the Group’s employees under this scheme in 2008.

Working environment and sickness absence

The company’s working environment is considered to be very

good. Annual work climate surveys are conducted, and they are

followed up through systematic activities in the organisation to

improve any weaknesses that are identified in the surveys.

The SpareBank 1 Group continued the agreement on an Inclusive

Workplace and has set a target for reducing sickness absence by

20% during the period of the agreement, which runs from 1 January

2007 to the end of 2009. Sickness absence in 2008 was 4.4%, com-

pared with 4.5% in 2007, and these rates are among the lowest in

the industry. Training in various HSE disciplines was provided for

managers and safety coordinators, respectively, in 2008. This was

carried out in consultation with the individual working environ-

ment committees.

The SpareBank 1 Group has its own company working environ-

ment committee. This ensures an optimum way of identifying

challenges in the working environment and establishes a body that

has the authority to resolve them. The safety personnel in our

companies make an active contribution. A central Workplace

Anti-Alcoholism and Drug Addiction Dependency Committee

has been appointed, and employee training of managers and

employees has been arranged in cooperation with the police with

a view to preventive activities in this area. Collaboration with the

employee organisations has been constructive and had a positive

impact on the operations and results for 2008.

The SpareBank 1 Group’s ethical guidelines specify rules for

how the employees and representatives shall give notice if they

become aware of matters that are in violation of laws, regulations

or the Group’s internal rules. A separate notification routine has

also been established.

SpareBank 1 Gruppen AS’s operations do not pollute the external

environment.

Page 15: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

15

Expertise

Common skills development work in the alliance is organised in

a Skills Committee, which is chaired by SpareBank 1 Gruppen

AS’s Group Manager of Organisation & Human Resources. The

Skills Committee is to work to realise synergies on the basis of the

expertise found in the alliance’s various units, enhancing the

alliance’s overall performance. A large portion of the committee’s

work is associated with the training model in the SpareBank 1

Alliance. Through this model, training is offered in the specialist

areas of investment, insurance, financing and payment transfers.

In connection with the training model, an internal certification

scheme has been developed for customer advisors, and a large

number of advisors has already been certified. A separate skills

strategy has been formulated to support the development of a

culture of continuous learning. A common competence centre has

been established in Tromsø, which will contribute to essential

skills enhancement throughout the alliance.

Technical and professional training and other skills-enhancement

measures are initiated and run primarily in the individual

subsidiary as needed. Management development programmes

have also been established, and these are managed jointly by

SpareBank 1 Gruppen AS on behalf of the companies.

Equal opportunities

Of the Group’s employees, 47% are women and 53% are men.

A total of 15% of all female employees work on a part-time

basis, compared with 2% of the male employees. In the Group

Management, one out of seven members is a woman, and in

Alliance Management, four out of seven are women. The central

management groups in the parent company and subsidiaries have

19% female representation overall. There were two women among

the eight members of the Group Board at the end of the year,

while female representation on the largest subsidiary boards was

36% overall.

The Group’s Life Phase Committee ensures that the company

complies with the Norwegian Gender Equality Act. The committee

also focuses on how the SpareBank 1 Group can be an attractive

employer for employees in various life phases. The Life Phase

Committee is a sub-committee of the Group’s Works Council.

In connection with the development of our remuneration and

reward system, an objective assessment was made of the Group’s

various roles/positions. This was to ensure equal pay for work of

equal value.

As a member of the Norwegian Financial Services Association,

SpareBank 1 Gruppen AS has participated in the FUTURA pro-

gramme. This is a development programme that aims to increase

the share of women in the recruitment basis for leading positions.

Attractive employer

The SpareBank 1 Group experienced increased interest by young

employees in 2008. This is a result of the fact that the Group has

a strong brand in the SpareBank 1 name and the activities that

are carried to market the Group as an attractive employer at

universities and colleges.

The SpareBank 1 Group recruited 170 new employees in 2008 and

experienced a good response to advertised positions in this

connection.

Efforts to emerge as an attractive employer with exciting career

opportunities and competitive terms will continue in 2009.

OUTLOOK

2The year 2008 was marked by substantial market turbulence. The

Board’s ongoing work will focus a great deal on risk manage-

ment in 2009, as it did in 2008. A focus on risk management is

particularly important during periods of considerable market

turbulence. It is the Board’s assessment that SpareBank 1 Gruppen

AS is financially well equipped to tolerate the fluctuations that we

are experiencing now in credit and equities markets and that the

necessary risk management systems have been established to

continuously monitor the SpareBank 1 Group’s overall risk

exposure.

The SpareBank 1 Group showed poor earnings last year, due, for

example, to falling stock exchanges and unrest in the financial

markets. The world economy experienced a substantial economic

downturn in 2008, and the impact of the weak global economy was

also felt in a small, open economy like the Norwegian. The out-

look for 2009 is very uncertain, but there is reason to assume that

also this year will be demanding, where, for example, the per-

formance of the equities markets and the level of losses on loans

will be decisive to the Group’s earnings.

The Board believes that the SpareBank 1 Group has established

financial robustness in all the companies, so that the expected

volatility in the financial markets can be handled well in 2009. The

Board assumes that the SpareBank 1 Group will deliver signifi-

cantly better results as soon as the conditions in the financial

markets normalise.

Competition will escalate in the financial markets as customers

become choosier, and ever more professional players arrive on the

scene. Companies will find themselves competing for the best

employees and will come under increasing pressure to provide the

most competitive products and services. Skills development, as well

as innovation and execution capability, is therefore among the key

factors of success in the further development of our operations.

Page 16: Board of Directors’ Report for 2008 - SpareBank 1 Gruppen

16 SpareBank 1 Gruppen

Oslo, 24 March 2009

Knut Oscar Fleten Harry Konterud Hans Olav Karde CHAIRMAN OF THE BOARD DEPUTY CHAIRMAN

Terje Vareberg Finn Haugan Bente N. Halvorsen

Knut Bekkevold Venche Johnsen Kirsten IdebøenACTING CHIEF EXECUTIVE

The SpareBank 1 Group and its owners have shown through the

acquisition of new companies in 2008 that they area able and

willing to be offensive even though the economic situation has

been demanding. SpareBank 1 Gruppen AS has strengthened its

overall economic situation and financial manoeuvrability in

recent years, which means that it has also strengthened its ability

to control its structural choices in the future.

A decision has been made to implement an extensive profitability

programme during the next five quarters, which will give a

permanent improvement in the profitability of the SpareBank 1

Group. An important part of this programme will be to achieve a

reduction in the Group’s cost base. This will also entail a review

of the existing portfolio of business areas and products.

A WORD OF GRATITUDE

The employees have shown strong commitment in 2008. Colla-

boration with the employee organisations has been close and

productive. The Board would like to extend thanks to all the

employees of the SpareBank 1 Group for their excellent efforts in

a demanding year.