2012年-IMF国际货币组织全球_Spain_The_Reform_of_Spanish_Savings_Banks_Technical_Notes_34页_809kb

报告摘要

Summary of the Reform of Spanish Savings Banks

Core Content

The document outlines the reform of the Spanish Savings Banks (SSBs), analyzing the evolution, challenges, and restructuring of these institutions in the context of the financial crisis that hit Spain in the early 2010s. It provides a detailed technical assessment of the reforms and their implications for corporate governance, supervision, and financial stability.

Main Recommendations

Recommendations and Authority Responsible for Implementation	Priority	Timeframe
Further improve the SSBs framework to enhance rules on financial strength of SSBs as shareholders, governance arrangements, and transparency and accountability mechanisms, in particular by: <br> - Improving clarity and disclosure toward third parties about the financial regulatory requirements applying to SSBs. <br> - Streamlining the governance structure of SSBs. <br> - Introducing incompatibility requirements regarding SSBs and commercial banks’ governing bodies. <br> - Tightening conflict-of-interest rules for representatives in SSBs governing bodies. <br> - Enhancing fit and proper requirements for SSBs governing bodies. <br> - Introducing independent members in SSBs governing bodies. <br> - Revisiting rules on the appointment process to mitigate undue political interference in SSBs governing bodies. <br> - Requiring disclosure of Sistema Institucional de Protección (SIPs) among SSBs. <br> - Updating required contents of corporate governance report to take into account the new role of SSBs as major shareholders.	Medium	12 months
Devise a law for SSBs as a major or significant shareholder, providing for basic features at the State level that include: <br> - Governance rules on the foundations’ governing bodies and on the relationship between foundations as significant shareholders and commercial banks. <br> - Investment criteria and related disclosure and monitoring mechanisms. <br> - A tailored supervisory framework.	Medium	12/18 months

Key Points of the Reform

1. SSBs Before the Reform

SSBs historically played a key role in the Spanish financial system, serving as thrift institutions with a social mandate.
They were non-profit institutions without formal shareholders, relying on reserves from retained earnings and non-voting equity securities (cuotas participativas).
Their governance model involved a General Assembly, Board of Directors, and Control Committee, with representatives from insiders (employees, depositors, private founders) and outsiders (local and regional governments, public founders).
The regulatory framework was split between the central government and the autonomous communities (ACs), leading to blurred competences and slow intervention.

2. From Boom to Crisis

The deregulation of the 1970s led to the universal banking model, allowing SSBs to expand beyond their regional boundaries.
This expansion, however, contributed to excess capacity, risk concentration, and over-reliance on wholesale funding.
The real estate bubble burst and economic downturn led to a sharp increase in non-performing loans (NPLs) and decline in capital buffers.
The lack of a traditional shareholding structure meant SSBs were not subject to market discipline, increasing their vulnerability.

3. Reforms and Consolidation

The Spanish authorities adopted a gradualist approach, using institutional protection schemes (SIPs) and intervention mechanisms to restructure the sector.
SSBs were required to spin off their banking activities into newly created commercial banks, which are supervised exclusively by the Banco de España (BdE).
The Fondo de Reestructuración Ordenada Bancaria (FROB) was established to support capitalization and resolution of troubled institutions.
Corporate governance was reformed and professionalized, with limits on stakeholder representation, conflict-of-interest rules, and independent directors introduced.

4. Achievements of the Reforms

Enhanced market discipline due to the separation of social and commercial banking activities.
Clearer supervisory framework with the BdE having exclusive oversight over the new commercial banks.
Professionalism and transparency in SSB governance, with fit and proper requirements, independent directors, and reduced political influence.
Significant consolidation of the SSB sector, reducing the number of institutions from 45 to 11, with further reductions expected.

5. Future Considerations

SSBs still retain banking legal status, which may be problematic in terms of financial soundness and governance.
A comprehensive framework for SSBs as major or significant shareholders is needed, especially in light of potential transformation into special foundations.
The legal basis for such transformation should be harmonized at the State level to ensure financial stability and coherent governance.
Political and institutional complexities remain, particularly regarding the division of competence between the central government and autonomous communities.

Conclusion

The reform of the SSBs has significantly improved their governance, supervision, and financial resilience. However, ongoing challenges include governance conflicts, transparency, and regulatory clarity. The legal and institutional framework must continue to evolve to ensure that the new role of SSBs as major shareholders or special foundations is well-defined and aligned with financial stability objectives.