The Co-operative Bank
|Type||Public limited company|
|Industry||Banking, Financial services|
|Founded||8 November 1872Manchester)(|
|Headquarters||1 Balloon Street
M60 4EP, United Kingdom
|Products||Asset management, commercial banking, credit cards, loans, mortgage loans, project finance, retail banking, treasury|
|Operating income||(£506.6 million) (2013)|
|Net income||(£1.275 billion) (2013)|
|Total assets||£45.077 billion (2013)|
|Total equity||£1.57 billion (2013)|
The bank markets itself as an ethical bank, and seeks to avoid investing in companies involved in certain elements of the arms trade, fossil fuel extraction, genetic engineering, animal testing and use of sweated labour as stated in its ethical policy. The ethical policy was introduced in 1992 and incorporated into the Bank's constitution in 2013. In 2002, the parent company Co-operative Group Limited brought the bank and the Co-operative Insurance Society under the control of a newly incorporated holding society, Co-operative Financial Services, which became the Co-operative Banking Group in 2011.
In 2013-14 the bank was the subject of a rescue plan to address a capital shortfall of about £1.9 billion. The bank mostly raised equity to cover the shortfall from hedge funds, while the Co-operative Group became a minority shareholder holding a 20% stake in the bank.
The bank was formed in 1872 as the Loan and Deposit Department of the Co-operative Wholesale Society, becoming the CWS Bank four years later. However, the bank did not become a registered company until 1971. In 1975, the bank became the first new member of the Committee of London Clearing Banks for 40 years and thus able to issue its own cheques.
In 1974 the Co-operative Bank offered free banking for personal customers who remained in credit. It was also the first clearing bank to offer an interest-bearing cheque account, in 1982.
Following the UK Government's acquisition of 43.4% of Lloyds Banking Group in 2009, the Co-operative Bank entered into negotiations with Lloyds Banking Group to purchase over 600 of its branches. European Commission laws restricting state aid required the sale of the branches in a divestment known as Project Verde. In February 2012, press reports suggested that the Financial Services Authority (FSA) might intervene to block the purchase due to concerns about the Co-operative Bank's ability to integrate IT systems. It was rumoured that the FSA was particularly concerned that the Co-operative bank was still behind schedule in the integration of its IT systems with those of the Britannia Building Society, despite the fact that the merger took place in 2009.
The purchase was publicly announced in July 2012 and it was revealed that the branches would be initially split from Lloyds under the resurrected TSB brand. On 24 April 2013 the Co-operative bank announced that it had decided against proceeding with the deal. The reasons given were the poor economic outlook in the UK and an increase in financial regulation requirements. The Financial Times had previously reported that the Co-operative would require a £1 billion increase in capital to support enlarging the bank.
2013 financial crisis
Over the weekend of 15–16 June 2013 negotiations between the Co-operative Group and its regulator the Prudential Regulation Authority culminated in reports  that the Bank had a shortfall in its capital of about £1.5 billion, and that this would be filled by a procedure known as a "bail-in" scheme. Bank Chairman Paul Flowers resigned shortly before the announcement of the shortfall. A press release by the bank issued on 17 June 2013 explained that the scheme would compel subordinated (also known as junior) bondholders to convert some or all of their assets from debt instruments to ownership (“equity”) shares of uncertain value which would be listed on the London Stock Exchange and a new fixed income instrument. The scheme contrasted with the rescues of other British banks in 2008 and 2009 when central government introduced new capital into the failed institutions. Details of the outcome for small retail investors in the Bank were uncertain at the time of the June announcement, but it should be noted that there was no suggestion that ordinary deposits in the Bank would be put at any additional risk by the rescue, as they would continue to be covered by the existing compensation scheme. The bondholders had the opportunity to seek to reject the restructuring proposed, and an alternative option of the Bank of England taking over the ownership of the bank under the Banking Act 2009 special resolution regime was considered.
In September it was discovered that there was a £3.6bn funding gap between the value the Co-operative Bank placed on its loan portfolio and the actual value it would realise if forced to sell the assets. In October it was reported that the Co-operative Group had been forced to renegotiate the bank's £1.5bn rescue with US hedge funds Aurelius Capital Management, Beach Point Capital Management, and Silver Point Capital that owned its debt. As a result the Group would lose majority control of its banking arm with the proportion of the bank's equity remaining under its ownership dropping to 30%, less than the 75% proposed in the original rescue plan. The plan passed a creditor vote and on 18 December 2013 a judge on the UK high court allowed the plan to move forward.
An independent review commissioned by the bank, published in April 2014, concluded that the root of the bank’s problems lay in its 2009 takeover of the Britannia Building Society and poor management controls.
The bank's chief executive Niall Booker, a former banker at HSBC who nursed HSBC's sub-prime lending business back to health, is attempting to refocus the bank's strategy as a retail and SME lender.
Floatation on the London Stock Exchange was planned for 2014 but the plans were abandoned in March 2014 when a rights issue was announced to raise an additional £400 million. In May 2014 the bank finalised the £400 million fundraising plan and obtained shareholder approval, which reduced the Co-operative Group's ownership of the bank to just over 20%.
The Co-operative Bank lost 38,000 current account customers in the first half of 2014 after suffering what it called a “hurricane of negative publicity” following the lender’s near collapse. However, this loss was partly offset by 9,700 who switched to the bank – double the number who joined six months earlier, resulting in a net loss of 28,199 customers (around 2% of the bank’s total).
Nevertheless, the bank reported progress in its rehabilitation, as its losses sharply narrowed and it strengthened its capital position. Figures released by the bank in August 2014 for the first half of the year showed a pre-tax loss of £75.8 million was identified, compared to £844.6 million for the same period in 2013. Co-op Bank also said its core Tier 1 capital ratio, a key measure of financial strength, stood at 11.5 percent at the end of June and was expected to be significantly above the previous guidance of 10 percent at the end of 2014. However the bank is unlikely to meet the new Bank of England financial stress tests for December 2014.
In late 2014 the bank sold its repossessed properties business for £157.5 million, and its ATM operating business for £35 million. It also outsourced its mortgage servicing operation to Capita, transferring about 660 staff to Capita.
The narrowing of losses was driven largely by a faster-than-expected reduction in unwanted assets, including significant parts of the portfolio of sub-prime mortgages the bank inherited from its merger with Britannia Building Society. Non-core assets reduced by £1bn, and credit impairments improved. The bank said it had cut staff numbers by 21 percent – or about 1,560 workers – in the past year as it looks to slash costs and Booker said there were more job losses to come. The bank also closed 46 branches, reducing its branch network by 16 percent since the start of 2014. Another 25 will close in the remainder of the year, it said.
The bank is not expected to make a full-year profit until 2016 at the earliest.
Membership prior to financial crisis
Despite its name, the Co-operative Bank was not itself a true co-operative as it was not owned directly by its members. Instead it was part-owned by a holding company which was itself a co-operative - the Co-operative Banking Group. Its customers could, however, choose to become Co-operative Group members and hence indirectly acquire an ownership interest in the bank, earning dividends on their account holdings and borrowing with the Bank.
The bank also had approximately 2,500 preference shareholders, which were irredeemable fixed-interest shares. These shareholders could attend the bank's general meetings, but only had speaking and voting rights if the dividend is in arrears, or on any resolution varying their rights or winding up the bank.
The Co-operative Bank operates an Ethical Policy and has an ethical code of conduct as part of its constitution. The Ethical Policy is overseen by a values and ethics committee chaired by an independent director. The Ethical Policy excludes the provision of any banking services to businesses which take part in certain business activities or sectors. These include a commitment not to finance "the manufacture or transfer of armaments to oppressive regimes" or "any business whose core activity contributes to global climate change, via the extraction or production of fossil fuels". The bank estimates that it has declined finance totalling in excess of £1bn since the policy was introduced in 1992. The Policy is based on a regularly renewed customer mandate in the form of a survey. In the 2005/06 financial year, whilst making profits of £96.5 million, it turned away business of nearly £10 million.
The Policy only applies to the balance sheet of The Co-operative Bank and never applied to other Co-operative Group businesses such as The Co-operative Asset Management, the Group's asset management business. Nevertheless this business received criticism in 2009 for not following the Bank's Ethical Policy and in 2013 it was sold to the Royal London Group.
In June 2005, the bank closed the account of a Christian evangelical group (Christian Voice) because of its standpoint on homosexuality, specifically the group's "discriminatory pronouncements on grounds of sexual orientation". They said the group was "incompatible with the position of the Co-operative Bank, which publicly supports diversity and dignity". Christian Voice said the bank was discriminating against it on religious grounds. Gay Times subsequently selected the Co-operative Bank for its Ethical Corporate Stance Award.
The bank launched a separate internet-only operation known as Smile in 1999, which, according to surveys, has the highest satisfaction ratings among UK banks and has received many awards in recent years for customer service and online banking. It has around half-a-million customers. Smile has its call centre based at a unique pyramid building in Stockport.
In October 2008, it was reported that Co-operative Financial Services was in talks with Britannia Building Society with a view to sharing facilities and possibly a full merger.
Such a venture was facilitated by the passing of the Building Societies (Funding) & Mutual Societies (Transfers) Act 2007, although further secondary legislation was required before such a merger could take place.
On 21 January 2009, Co-operative Financial Services and Britannia Building Society agreed to a merger, with the new 'super-mutual' being brought under the stewardship of The Co-operative Group. The proposed merger was subject to a vote by Britannia's members at their AGM at the end of April 2009.
On 29 April 2009 Britannia's members voted overwhelmingly in favour of the merger.
In the short term, both Britannia Building Society and the Co-operative Bank continue operating their own products, branch networks and systems. All Britannia branches were due to be rebranded under the Co-operative name by the end of 2013, but this has been abandoned in the wake of the financial crisis, with a great many simply closing and only a smaller number being retained and converted.
Independent financial advice
The Co-operative Bank withdrew its CIFA network in October 2011, and this was replaced by the Co-operative Banking Financial Planning Service, which is provided by AXA Wealth. AXA Wealth was also withdrawn, in April 2013. The Co-operative Bank has not replaced AXA Wealth.
In 2009, the Co-operative Bank received considerable public criticism from business customers for problems with the bank's internet banking service. It subsequently emerged that the service crashed when more than 130 users logged on simultaneously, and some customers were left unable to access their accounts for days.
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