The Formation Process of Financial - Banking Groups in Europe


As the quantity and nature of work become more and more complex, the above model gradually shows weaknesses and inadequacies such as: not bringing maximum satisfaction to customers, internal control issues are not given due attention, risk management still has many shortcomings and is not effective,...

According to Mr. Le Xuan Nghia, Director of the Banking Development Strategy Department: “Currently, many general directors of banks do not know the exact number of their bank’s bad debt ratio – an indicator reflecting credit risk, an indicator showing the level of safety or credit risk of the bank. This poses a very high risk because even the bank itself cannot control the level of bad debt and how much it has improved”. The reason for this weakness is not only due to limited management skills but also because banks have not established a risk management system that ensures an independent risk monitoring mechanism and mutual control to provide those directly responsible for risk management with the most updated and complete information.

In general, the governance and management model of state-owned commercial banks is still backward and has a large gap compared to the international system. Moreover, with the corporation-style governance mechanism, state-owned commercial banks will not be able to overcome the constraints of state mechanisms and policies to develop. To successfully build a financial-banking group model, commercial banks, especially state-owned commercial banks, must inevitably change their organizational model to gradually overcome these shortcomings.


III - THE NECESSITY OF BUILDING A FINANCIAL - BANKING GROUP IN VIETNAM

As analyzed in chapter 1, the formation of banking and financial groups is a common and inevitable trend in the period of high development of financial services in many countries around the world. Vietnam is in the position of a


New members of the World Trade Organization cannot stand outside this objective trend. The process of corporatization of financial institutions, especially state-owned commercial banks in particular, becomes more urgent due to the following five main reasons:

Firstly: help increase the contribution of the financial sector to the economy: The emergence of financial and banking groups with large revenues and profits will contribute mainly to increasing the proportion of the financial sector in a country's GDP. Developed countries in the OECD group have a fairly high proportion of the financial sector in GDP (15 - 25%). In China alone, this proportion in recent years is 20%. In Vietnam, the financial, banking and insurance sector only accounts for a very small proportion of 1.81% of GDP. The financial sector plays a particularly important role in the economy, especially for countries that do not have an effective capital distribution channel like Vietnam at the present stage. This is because in the economy, if the financial system is well operated, it will lead to an effective shift of savings into investment, ensuring the effective exploitation of resources to bring the highest possible profits. To become an industrialized country, financial institutions must be of adequate size to meet the development needs of the economy.

Second: to compete with foreign banks: in the face of the fact that since April 1, 2007, 100% foreign-owned subsidiary banks have been officially allowed to be established in Vietnam and are treated equally as domestic joint-stock commercial banks, our country's financial system is facing an unprecedented challenge of fierce competition with the world's leading financial groups. These foreign banks established in Vietnam are mainly established by large financial groups, so they have many advantages in terms of large scale, good management level, professional and highly qualified staff, providing diverse products and especially new products and services, lower service prices, etc. will be "heavyweight" competitors.


with Vietnamese banks. Therefore, to solve the problem of capital, structure and organization and the efficiency of financial business activities, commercial banks must inevitably build a roadmap to establish financial-banking groups, in order to gradually become a competitive rival on par with the world's leading financial groups.

Third, meeting the need to provide a full package of banking and financial services to both individual and corporate customers. In the Vietnam economic update report recently published by Citigroup, Vietnam will be able to maintain a growth rate of 8% in the next 5 years. This shows the potential of a developing economy and opens up opportunities for increasing income for people. At that time, the demand for full-package service products will increase, especially when Vietnam's population is currently young, with an average age of 22, and a high ability to absorb modern factors, in which the use of banking services is a familiar address .

Fourth, the trend of mergers and acquisitions aims to take advantage of each other's advantages and overcome each other's limitations and weaknesses. Instead of competing for each other's small market shares, small financial institutions join together, helping to accelerate the process of capital accumulation and concentration, forming large financial institutions with higher competitiveness.

Thus, the establishment of financial-banking groups is an objective and inevitable trend in the process of Vietnam's financial integration with the world, not only to protect the safety of financial institutions themselves, especially commercial banks, against external intrusion but also to contribute to promoting the development of other sectors in the economy.


IV - LESSONS LEARNED FROM SOME EUROPEAN COUNTRIES

1. The process of forming financial and banking groups in Europe


Under the general leadership of the European Central Bank, since the mid-1970s, in the development trend of the banking industry globally, the European commercial banking system has also developed significantly, competing well with strong foreign banks.

Since 1989, EU member states have simultaneously reduced regulations, allowing universal banks to not only provide banking and securities services as before, but also own insurance companies. 2002 was an important milestone with the introduction of Directive 2002/87/EC on financial groups including banks, securities, and insurance. A more open legal environment has created conditions for financial and banking groups to be established and operate effectively.

Following the deregulation of financial activities, there has been a significant increase in the capital and size of European commercial banks through mergers and acquisitions.

Table 7:Europe's Big Mergers

Unit: billion euros


Occupying side

Water

Target side

Water

Year

Delivery price

pandemic

Allianz (NH)

Virtue

Dresdner Bank (NH)

Virtue

2001

22.3

Lloyds TSB Group

(NH)

UK

Scottish Widows Fund

& Life (NH)

UK

2000

12.0

Fotis (BH)

Belgium

General Bank

(NH)

Belgium

1998

10.5

National

Netherlands (BH)

River

Lan

NMB Posbank group

(NH)

Netherlands

1991

5.6

ING Group (BH)

River

Lan

BHF Bank (NH)

Virtue

1999

2.3

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The Formation Process of Financial - Banking Groups in Europe

(Source: European Central Bank)


All business expansion, mergers and consolidations of banks and insurance companies in Europe are aimed at increasing capital and competitiveness for universal banks.


2. Some European financial and banking groups

BNP - Paribas Group: was formed in 2000, from the acquisition of all shares of Paribas Bank by BNP Commercial Bank. This group has 117,000 employees, branches and subsidiaries throughout France and 90 branches abroad in many countries around the world. All have the same logo. This group mainly operates in 4 product groups: Corporate Services, Investments, Asset Management and Retail Services. Subsidiary banks as well as branches of member banks all manage business according to the above product groups. The leaders of this group are representatives of senior officials of member banks, responsible for issuing regulations, operating standards and unified management methods for all member banks.

HSBC Holdings Group : After only 8 years of establishment, HSBC Holdings has become one of the leading financial and banking service providers in the world with total assets of 1,276,778 million USD and equity of 67,259 million USD. This group owns 9,500 offices with

260,000 employees, present in 76 countries and territories. HSBC Group operates in 5 regions: Europe, Hong Kong, other countries in the Asia-Pacific region including the Middle East, Africa, North America and South America. The main member companies of HSBC Holdings: The parent company is: HSBC Bank Plc; Other member companies are HSBC North America Holdings Inc; HSBC Finance (Netherlands); HSBC Investment Bank Holdings plc; HSBC Insurance Holdings Limited; HSBC


Latin America Holdings (UK) Limited and Group Financiero HSBC, etc. Under the subsidiaries are the subsidiaries. The subsidiaries or subsidiaries may be wholly owned or partly owned by the founding bank HSBC Holdings.

The Dresdner - Allanz Group was born in 2000 from the merger between Dresdner Commercial Bank and Allanz Insurance Company within Germany. Two Banking and Non-Banking Financial Institutions merged together into a mixed financial - banking alliance to consolidate their financial position and especially to maximize the advantages of the parties: Allanz Insurance Company maximized the profits gained from expanding the market and using the retail system through banking business operations, while Dresdner Bank focused its huge resources on business in the field of financial asset investment. This new group was founded and controlled by Dresdner Bank. After its establishment, this group had all the conditions and strength to both defend itself and expand into the world financial market as a German multinational financial group.

In February 2006 in Europe , the UnitCredit Group of Italy was merged by the second largest commercial bank in Germany - Hypo Vereisbank Bank of Australia (HVB), and became a global corporation, operating in main product groups including: retail services; asset management services, small and medium-sized enterprise services, commercial real estate financing and investment banking. The group "leads" by the "golden principles" - Accordingly: each member bank is an independent legal entity and operates according to the same product structure, organizational structure and management method. Each bank is divided into 5 business divisions (fields) according to the 5 product groups as mentioned above, and each of these divisions has an organizational structure according to 5 independent functional groups.


relatively different including: Marketing, Control, Marketing, products and services and human resources organization. All member banks operate under the same organizational structure and field of activity. The Group Management Board consists of senior officials of the member banks, still receiving the main salary from the member banks and a part of the allowance as a part-time member of the group's management board contributed by the member banks.


3. Lessons learned for Vietnam

Through studying the process of forming financial and banking groups in Europe, some of which have European nationality, we can gain valuable lessons for Vietnam in the process of building financial and banking groups from commercial banks.

Firstly , from European practice, with the unified directive 2002/87/EC, a favorable legal environment has been created for financial and banking groups to be established and operate effectively. Therefore, to build successful financial and banking groups in Vietnam, it is necessary to have a suitable legal environment, open enough for groups to be established and develop quickly and also strict enough for these groups to develop sustainably and safely.

Second , the large, multi-functional, multi-sector corporations in Europe are all the result of mergers, consolidations or self-establishment of independent subsidiaries from the parent company. Therefore, mergers, consolidations or self-establishment of subsidiaries in the process of corporatization is an objective trend. However, these moves must not be carried out arbitrarily but must comply with certain rules.

- The merged party cannot save itself from the brink of recession or bankruptcy.


- All parties that merge or are established as independent subsidiaries within the group find greater benefits in a larger market space.

- The advantage of any merger always belongs to the party with the controlling power. Therefore, a commercial bank should not just buy shares of another financial institution at a ratio too small to accept the position of having no role in the Board of Directors and should not buy preferred shares to play the role of a pure dividend payer.

Third , European financial groups such as BNP - Paribas, UnitCredit Group, ... are all universal banking models. Accordingly, the group has no legal status, and its member companies are all independent legal entities. The group's headquarters are senior officials of the member companies and operate under a part-time mechanism. This model has had relative limitations compared to other models. Therefore, Vietnam needs to choose a model: universal banking, parent - subsidiary relationship or financial holding company that is suitable to the country's reality and the development orientation of each bank.

Fourth, it is necessary to build the parent bank into a strong core of the group, with an organizational model that ensures effective governance, good risk management and focuses on customers as a service focus, as some European financial and banking groups have done.

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