Following the initiative of the Federación de Cajas de Ahorros Vasco Navarra (Basque-Navarre Federation of Savings Banks), the Spanish Confederation of Savings Banks was constituted in 1928, with the aim of combining its members' efforts and acting as a representative organisation in different forums.
In 1971 the confederation assumed most of the functions of the Credit Institution of Savings Banks (ICCA), among them: the acquisition and negotiation of securities and the investment of funds by savings banks, the money order and transfer of funds and passbooks between these companies, and the acting as a subsidiary agency of savings banks in the deposits and reimbursements of the clientele of those. At the same time, the confederation inherited the first coordinating function of the ICCA, that consisted of granting loans to savings banks, employing the resources that these had voluntarily deposited.
Thus, the confederation stopped being merely the representative institution that it had been up till then and began a new era, in which it took on services, operations and financial functions specific to a credit institution. In 1976 a research service was created whose work served, subsequently, as the basis for Spanish financial reform.
The introduction of new training policies in the sector and the creation of the Escuela Superior de Cajas de Ahorros (ESCA) was added to the contracting of new professional profiles in those years.
With the liberalisation of the Spanish financial system in 1977, savings banks recovered their full operating capacity (that had been very reduced by the interventionist attitude that government authorities assumed starting from 1940, especially visible in the regulation of compulsory investments).
Royal Decree 2290/1977, of 27 August, defined clearly, and for the first time, the reach of the Spanish Confederation of Savings Banks. In that Royal Decree the company was defined as the national association of all the confederated savings banks and as a financial organisation for them.
The Law of 1985 on governing bodies of savings banks (LORCA) definitively consolidated the model started in the reforms of the 70s. Since then, and in view of the significant expansion experienced by the sector of savings banks in the whole of the national financial system, the cooperation between savings banks within the confederation had to be reconciled with the growing commercial competition that they were developing in the market.
Meeting this new context and at the suggestion of the Board of Directors, in 1990 the General Assembly approved a strategic and organisational change of direction that consisted basically of the redefinition of the objectives of the confederation to adjust its services to the demands of savings banks. In this new outline, the establishment of fees for operational, financial and technological services was generalised and offered with the ultimate objective of achieving their self financing. Furthermore, the growth of productivity in its associative functions has led to the lowering year after year since 1995 of the confederal fee contributed by associated companies.
The Royal Decree Law 11/2010, of 9 July, on governing bodies and other aspects of the legal regime of savings banks, brought deep reform into our legal system. The most distinctive element of the whole reform consisted of permitting, as was already done at the end of the nineteenth century, various strategic alternatives for these companies, on the basis of their business autonomy, but maintaining their distinguishing marks.
Indeed, the reform arbitrated custom-made solutions for the different classifications of needs faced by savings banks. This meant provisions for these companies of new corporate formulas (the indirect exercise of the activity, the integration through institutional systems of protection and the issuance of equity shares with or without rights of vote). Every savings bank had to choose the solution that better conformed to its vocation and to its needs. But, at the same time, the reform was respectful of the inherited corporate model of LORCA: it was a model based on the stakeholder approach and on the commitment to national development through welfare and of advanced policies of social responsibility. The reform was articulated through two basic lines of activity: the first was aimed at promoting the capitalisation of the savings banks, providing access to top-grade resources under the same conditions as other credit institutions, and the second sought greater professionalisation of their governing bodies. In a complementary manner, it envisaged a modification of the fiscal regime to guarantee the fiscal neutrality of the different integration models.
The process of restructuring and concentration of the sector of savings banks, after the reform undertaken by Royal Decree Law 11/2010 of 9 July, on governing bodies and other aspects of the legal regime of savings banks, originated new corporate structures and new types of companies, whose financial activity derived from one or more savings banks. It was fundamentally about the banks through which the savings banks develop their financial activity.
As a result of the new set-up of the sector, the confederation had to adapt its statutes to find a place for these new types of companies, that unequivocally belonged to the sector of the savings banks. For this reason, statutes of the confederation were modified by agreement of the Extraordinary General Assembly of the company dated 20 July 2011, and they were duly authorised by the Ministry of Economy and Finance and registered in the Madrid Commercial Register. This statutory reform established a new regime of composition of governing bodies to reflect the new operational and organisational reality of the savings sector.
For this it was planned, in the first place, that in the General Assembly all the companies that then composed the sector of saving, at the highest level, would be represented.
In the second place, it was planned that on the Board of Directors all the savings banks and groups of savings banks would be represented. In this new outline, the General Assembly, as a sovereign body, decides the composition of the Board of Directors.
In the third place, two new advisory committees were created, namely, the Commission of Federations, through which new content was given to the share of the Federations, and the Commission of Foundations and Welfare, with the aim of promoting the development of welfare as a distinguishing mark of the sector.
Cecabank was born on 12 November 2012 as a wholesale bank of financial services, once the prescriptive authorisation was obtained from the Ministry of Economy and Competitiveness and following the road map approved by the Board of Directors of the Confederation. With the new structure, CECA's governing bodies still make decisions an associative nature, in defence of the interests of its associated companies (Savings banks) and partners (foundations), and those of the new bank, Cecabank, will look after its activity as a service provider. Cecabank at the end of 2012 had 15,016 million euros of assets, 704.6 million core resources and a ratio of principal capital of 18.4 percent.
Shareholders of the new bank are CECA itself, with 89 percent, and holders of the former participative shares of the association, that have turned into stock after the assessment made by an independent consultant, to whom the remaining 11 percent corresponds.
The Statutory Reform of 2012
On the occasion of the agreement of the Board of Directors in March of segregating the financial business of CECA in a newly created bank (Cecabank), the Extraordinary General Assembly reformed the statutes, adding among others the following changes:
On 28 December and as a result of the Memorandum of Understanding on the status of financial sectorial policy signed by the Kingdom of Spain on 20 July 2012, in Law 26/2013, of 27 December, on savings banks and banking foundations is published in the Official State Gazzette (BOE). In this law, CECA is expressly regulated in the additional eleventh provision. This provision means an adjustment of its traditional legal regime and it comes to support its recent corporate operations. It also expressly recognises the role of CECA as a financial association.
On 30 July 2014, CECA brought about a cancellation in the record of companies of the Banco de España, no longer holding the status of credit institution. After its statutes' adjustment in August 2014, CECA has maintained the function of representation of the interests of the sector, and provides its services via Cecabank.
This segregation allows for the definition of responsibilities of the governing bodies of both companies: those of CECA as an association (concentrating on defence in the national and international domain of its partners' interests) and those of Cecabank (focused on the wholesale banking business).
The following landmark in this evolution is constituted by the Financial Law of 2002 and the Law of Transparency of 2003. With regards to the Financial Law, a dual purpose was pursued: to further promote the professionalisation of the savings banks' management, and to provide access to capital markets. The Law of Transparency strengthened the requirements of savings banks with regard to information before supervisors and society. Since then, savings banks have annually published a report on corporate governance that promotes the knowledge and promotion of the decision-making processes of its governing bodies.