FCA Bank
Public Limited Company | |
Industry | Banking |
Founded | April 25th 1925 |
Founders | FIAT |
Headquarters | Corso G.Agnelli, 200 Torino, Italy. |
Key people |
Giacomo Carelli (CEO & General Manager) Philippe Dumont (Chairman of the BoD, CEO Crédit Agricole Consumer Finance) Alfredo Altavilla (Member of the Board, COO FCA EMEA region) |
Products | Financial services |
Number of employees | 1.932 (2015) |
Website |
www |
FCA Bank, joint venture between Fiat Chrysler Automobiles Italy S.p.A. and Crédit Agricole Consumer Finance S.A is a bank dedicated to motorists, which mainly operates in the automotive financing sector and cooperates with prestigious automotive brands (Alfa Romeo, Chrysler, Fiat, Fiat Professional, Jeep, Abarth, Maserati, Jaguar e Land Rover) as well as motorhome and caravan manufacturers.
History[1]
1925 – 1938
On April 25th 1925, SAVA (acronym of Società Anonima Vendita Automobili) was established in Turin, Italy when the "509" model was put on the market. The "509" was the first FIAT model sold on credit. The finance house however also offered financing for the purchases of cars produced by other brands. 1927: S.A.V.A. starts the savings collection with interest-bearing bonds. In the same year, in order to raise the awareness of the newly established company and extend to clients the opportunity of owning a car, two Italian artists of the time Codognato and Romano, conceived S.A.V.A.’s first advertisement. On March 15th 1930, the board of directors of SAVA approved a share capital increase of 4,000,000 Lire and afterwards, on April 11th of that same year, FIAT purchased the entire shareholding. As sole shareholder, it decided that the disbursement of loans should be restricted to FIAT products only, starting from January 1st 1931. In 1938, in order to dispose of the big number of used cars, SAVA started to finance, through hire purchase solutions specific for the second-hand cars.
2003 – 2006
In 2003 SAVA was placed under Fidis Retail Italia, 51% of which was sold to Banca Intesa, Sanpaolo IMI, Capitalia andUnicredit, while 49% remained with Fiat Auto. December 2006: Fiat Auto S.p.A. and Crédit Agricole S.A. create a joint venture with the aim of implementing FGA’s financial activities across Europe. December 28th 2006 (closing date):
- the repurchase by Fiat Auto S.p.A. of a 51% holding in Fidis Retail Italia.;
- the merger in Fidis Retail Italia S.p.A. of the fully controlled FiatSava S.p.A.;
- the inclusion of Fidis Retail Italia S.p.A. in the special list ex art 107 of legislative decree 385/1993 TU.;
- the change in business name from Fidis Retail Italia S.p.A. to Fiat Auto Financial Services S.p.A.;
- the subscription by Fiat Auto S.p.A of the capital increase needed to provide the Joint Venture with financial resources required by current regulations regarding the supervision of the assets of financial intermediaries;
- the entry of Sofinco S.A. (Crédit Agricole Group) in the shareholding structure with a 50% holding.
2007 – 2008
On March 1st 2007, Fiat Group Automobiles S.p.A. (new business name of Fiat Auto S.p.A.) reunifies in Fidis Retail Italia S.p.A. all its European holdings in the sales networks and rental financing divisions. On April 5th 2007, following the change in business name from Fiat Auto to Fiat Group Automobiles S.p.A., Fiat Auto Financial Services S.p.A. becomes Fiat Group Automobiles Financial Services S.p.A. July 2008: Fiat Group Automobiles Financial Services S.p.A. signs an important collaboration agreement with Jaguar Land Rover in the European car financing area.
2009-2013
On January 1st 2009, Fiat Group Automobiles Financial Services changes its name to FGA Capital FGA Capital replaces Daimler Financial Services in the financial services management for all Chrysler brands (Chrysler, Jeep and Dodge). September 2013: FGA Capital signs a collaboration agreement with Maserati. Maserati Financial Services is born. October 2013: the partnership between FGA Capital, Jaguar Land Rover is renewed for four years, starting from January 1st 2014, with the option of extending the provision of finance services to support Jaguar Land Rover until the end of 2021. November 2013: the joint venture between Fiat Group Automobiles, Crédit Agricole e Crédit Agricole Consumer Finance is renewed up to December 31st 2021.
2015
On January 16th, FCA Bank SpA was born; the new society made by FCA Italy S.p.A. and Crèdit Agricole Consumer Finance the holding bank ground operating in 16 countries. July 2015: ERWIN HYMER GROUP and FCA Bank announce the creation of ERWIN HYMER GROUP FINANCE
Logo
The FCA bank logo, designed by Robilant&Associati (same designer of FCA logo) consists of three main elements:
- FCA: represents one of the shareholders, Fiat Chrysler Automobiles (which holds a 50% share).
- Bank: the word defines what the company is. The grey color, present in all company logos, underlines the financial services business.
- Ribbon: the red color refers to the other shareholder, Crédit Agricole (which holds a 50% share).
Geographical area[2]
FCA Bank has a widespread presence in the EMEA region, specifically in the listed countries:
Italy
- Turin: Headquarter FCA Bank
- Turin: FCA Bank Italy
- Turin: Leasys S.p.A. headquarter (Rental Company)
- Rome: Leasys S.p.A operations (Rental Company)
Europe
- Greece
- Portugal
- Spain
- France
- Sweden
- Belgium
- Germany
- Netherlands
- Austria
- UK
- Ireland
- Denmark
- Sweden
- Norway
- Finland
- Poland
Structure
Shareholding
FCA Bank is a joint venture between FCA Italy S.P.A. and Crédit Agricole Consumer Finance. The first is fully owned by FCA, while the second is a subsidiary of Crédit Agricole S.A.. FCA Bank, in turn, controls the following companies which can be divided into: Banking Group and Non Banking Group.
Corporate[3]
Banking groupe (share holding):
- FCA-Group Bank Polska SA (100%)
- FCA Automotive Services UK Ltd (100%)
- FCA Bank GmbH (50%)
- FCA Dealer Services UK Ltd (100%)
- FCA Bank Deutschland GmbH (100%)
- FCA Capital Ireland (99,9%)
- FCA Capital France SA (99,99%) che a sua volta controlla FCA Leasing France SNC (99,99%)
- FCA Capital Nederland (100%)
- FCA Capital Espana EFC SA (100%)
- FCA Capital Suisse SA (100%)
- FGA Capital IFIC SA (100%)
- FCA Capital Hellas SA (99,9%) che controlla FCA Insurance Hellas SA (99,98%)
- FCA Leasing GmbH (100%)
- FCA Dealer Services Espana SA (100%)
- FCA Capital Belgium SA (100%)
- FCA Leasing Polska sp.zp.o (100%)
Non Banking Group (share holding):
- Leasys S.p.A. (100%)
- Fal Fleet Services SAS (100%)
- FCA Fleet Services UK Ltd (100%)
- FCA Dealer Services Portugal SA (100%)
- FCA Capital RE (100%)
Corporate governance
The Corporate Governance system and Organisational Structure adopted by FCA Bank work to ensure the healthy and prudent management of the company and of the group that it heads up, in compliance with existing regulations and the development trajectories that characterise them, as well as the corporate targets for business development. The Corporate Governance structure comprises an administration and control system founded on the existence of an administrative body (the board of directors) and of the board of auditors. Within the board of directors, comprising ten board members, two directors operate in possession of the requisites of independence. The chairman of the board of directors does not have executive powers. The board of directors has delegated part of its powers to a chief executive officer, who also acts as general manager. The board of directors has instituted internal board committees. The board of directors exercises strategic oversight functions, the chief executive officer those of management and the board of auditors those of control. An auditing company is appointed for legal auditing in accordance with the law. The organisational structure of FCA Bank S.p.A. takes into account the company’s dual nature of parent, on one hand, and Dealer and Retail financing business management company, on the other. Consequently, the company is organised into Headquarter and Business Unit Italy functions. Additionally, the separation of business functions and those directed towards internal control is rigorously ensured. Matrix organisation is the method principally followed to ensure effective coordination between parent company and its subsidiaries. FCA Bank S.p.A., a joint venture with equal and joint control exercised by two partners, is not subject to direction and coordination (acc. to art. 2497 Italian Civil Code) by any subject. The bank, in accordance with the application of the principle of proportionality envisaged by the current vigilance provisions, falls within the category of intermediate banks, on the basis of criteria indicated within the provisions themselves.
Board of Directors[4]
the Board of Directors is composed of ten:
- Chairman: Philippe Dumont
- CEO / General Manager: Giacomo Carelli
- Director: Alfredo Altavilla, Andrea Faina, Christophe Grave, Bernard Manuelli, Giampiero Maioli, Richard K. Palmer
- Indipendent Director: Mario M. Busso, Andrea Giorio
Internal board committees[5]
The Board of Directors has decided to institute certain internal board committees, for consultation and proposal purposes, to facilitate the work of the board itself. In particular, FCA Bank has instituted the Risk & Audit Committee, as required by the regulation, and the Board Executive Credit Committee.
Risk & Audit Committee
Fulfils a support function for the Board of Directors in the matter of risk and the system for internal control and assessment of the correct implementation of principles of accounting for drawing up financial and consolidated statements. In particular, it is responsible for all instrumental activity required for the Board of Directors to achieve a correct and effective determination of the Risk Appetite Framework (“RAF”) and risk management policies. Specifically, the Risk & Audit Committee:
- identifies and proposes for consideration to the Board of Directors, drawing on the opinion of the Advisory Board, the managers of the corporate control functions to be appointed;
- examines the programmes of activity for the second-level control functions, the audit plan and the periodic reports of the corporate control functions to the Board of Directors in advance;
- ensures supervision of the checking activities performed by the Company’s corporate control functions and the method of managing the checking plans;
- expresses assessments and formulates opinions for the Board of Directors regarding compliance with the principles with which the internal control system and company organisation must comply and with the requirements that must be met by the corporate control functions, bringing to the attention of the Board of Directors any points of weakness and the resulting corrective actions to be promoted; to this end it assesses the proposals of the CEO and General Manager;
- hecks that the internal structures undertake rational and timely corrective action, in the event of inadequate vigilance indicated by the Group Internal Risk Committee, by the Internal Control Committee or by the Internal Audit function
- examines the findings of the audits carried out by the shareholders for the Board of Directors in advance;
- contributes, through assessment and opinion, to defining the corporate policy regarding the external character of corporate control functions;
- formulates, for the Board of Directors, a justified preliminary and non-binding opinion regarding the interests of the Company at the conclusion of operations with related parties, as well as on the expediency and substantive fairness of the corresponding conditions as regarding the most important operations. As for the other operations with related parties, excepting those of most importance, the Risk & Audit Committee is periodically informed, normally on an annual bass, concerning all agreements concluded;
- checks that the corporate control functions comply correctly with the indications and guidelines of the Board of Directors;
- ensures correct interaction between all the functions and bodies with control tasks, avoiding overlaps and omissions, the Risk & Audit Committee assists the Board of Directors in defining the methods of coordination and collaboration for the control functions;
- checks the qualitative/quantitative adequacy of the corporate risk oversight functions, of the internal control procedures and of the information flows required to ensure correct and comprehensive information for the Board of Directors and Top Management;
- assesses the correct implementation of principles of accounting for drawing up financial and consolidated statements, and to this end works jointly with CFO & Deputy General Manager (who draws up financial documents), with the Board of Auditors and with the appointed legal auditor;
- examines the work plan, report and any letter of suggestions provided by the Auditing Company.
With particular reference to tasks relating to risk management and control, the Committee carries out support functions for the Board of Directors:
- in defining and approving strategic direction and risk management policies;
- with regard to the RAF, the Committee carries out the assessment and proposal activity required for the Board of Directors to define and approve the risk targets (“Risk Appetite”) and the tolerance threshold (“Risk tolerance”);
- in checking that the risk management policy and RAF strategies are being implemented correctly;
- in defining the policies and processes for assessing corporate activities;
- the Risk & Audit Committee verifies that the incentives implied by the Company’s remuneration and incentivisation system are coherent with the RAF.
Board Executive and Credit Committee
The Board of Directors has delegated to the Board Executive Credit Committee (BECC) the credit approval decisions with which it is concerned, which, according to the current delegation of powers model, are not entrusted to the corporate bodies. This delegation is given in all cases where the date of the first scheduled Board meeting is not compatible with the urgency of the credit decisions to be made.
The board is composed of:[6]
- President: Piergiorgio Re
- Auditor: Vincenzo Maurizio Dispinzeri, Francesco Pisciotta
- Alternate Auditor: Pietro Bernasconi, Vittorio Sansonetti
FCA Bank has a Supervisory Body[7] which monitors the effective operation of and compliance with the Control and Management Organisation Model (under Legislative Decree 231/01), answering directly to the Board. The Supervisory body is composed of:
- Compliance & Supervisory Relations
- Internal Audit
- HR Manager
- Legal Affairs
FCA Bank has provided itself with an internal control system[8] directed towards continuously detecting, measuring and checking the risks connected to the performance of its own activity which involves the Corporate Bodies, the control functions and committees, the Supervisory Body, the Auditing Companies, Top Management and all staff. The internal control system comprises the sum of rules, functions, structures, resources, processes and procedures that aim to ensure the achievement of the following aims:
- checking the implementation of corporate strategy and policies;
- the containment of risk within the limits indicated in the reference framework for determining the intermediary’s propensity to risk - Risk Appetite Framework “RAF”;
- safeguarding the value of the assets and protection against losses;
- effectiveness and efficiency of corporate processes;
- reliability and security of corporate information and IT procedures;
- averting the risk that the intermediary is involved, even involuntarily, in illegal activities – with particular reference to those connected with money laundering, usury and the financing of terrorism;
- compliance of operations with the law and supervisory regulations, as well as with internal policy, regulations and procedures.
Financial activities
Rating[9]
- 2015
- Fitch Ratings
- Long Term (L/T): BBB
- Short Term (S/T): F2
- Outlook: Positive
- Moody’s Investors Service
- Long Term (L/T): Baa2
- Breve periodo (S/T): P-2
- Outlook: Stable
- Standard & Poor’s
- Long Term (L/T): BB+
- Short Term (S/T): B
- Outlook: Positive
- Fitch Ratings
Financial strategy[10]
The Treasury Function of FCA Bank coordinates the operational activities of treasury and financing for all Group Companies. Such coordination is accomplished in accordance with the Group Risk Management Policies, emanated by the Board of Directors, which determine, the objectives, instruments and limits in the assumption of risks in:
Interest rate
Interest rate risk esults from the fact that the portfolio of subsidiaries is composed primarily of fixed rate assets - Retail Financing and Rental - while the overall Group debt is composed of sources of both variable and fixed rate financing.
To manage this type of risk, the company intervenes to protect the consolidated financial margin from impacts due to changes in interest rates, aligning the maturity profile of liabilities (determined on the basis of the date of recalculation of the interest rates) to the expiry profile of the active portfolio.
To this end, FCA Bank uses derivative agreements, designed to neutralize the risks due to increase variations in interest and exchange rates. The following methods are used to calculate the interest rate risk exposure:
- Reset Gap Analysis: identifies the difference between the amount of assets and liabilities having a date reset in the same time interval;
- Duration Analysis: identifies the difference between the financial duration per reset date for the assets and liabilities.
In order to ensure compliance with the limits imposed by the Group Risk Management Policies, the Treasury Function uses a combination of derivative instruments (such as Interest Rate Swap and Forward Rate Agreement) in order to adequately amend the misalignments above. The company has adopted a type of coverage called Fair Value Hedge since 1/1/2007. Such treatment is not, however, applied to financial derivatives concluded to cover the debt of companies engaged in Rental activities, for which a form of coverage called Cash Flow Hedge continues to be used.
Exchange rate
The exchange rate risk concerns portfolios in currencies other than Euro and refinanced in Euro. The exposure to exchange rate risk arises from a mismatch of foreign currency assets and liabilities and is proportionate to the net between assets and liabilities denominated in currencies other than the Euro. Such exposure is covered by derivatives such as Cross Currency Swap and completed deeds of sale (Foreign Exchange Swaps). The policies provide full coverage of this type of exposure and therefore foreign exchange transactions are allowed only for risk hedging.
Management of counterparty and liquidity
Counterparty risk concerns only deposit and derivative operations concluded with third counterparties, while the liquidity risk is potentially connected with possible refinancing of the funding under competitive terms, in the event of a reduction in the duration of funding. Hedging instruments for counterparty risk and liquidity risks were not use. The Company works, as indicated in the Risk Management policies, within strict rating, amount and duration of exposure limits, using appropriate credit lines. Exposure to counterparty risk is minimised through the use of derivative standard agreements (ISDA) and very short-term liquidity investments, limiting operational procedures to those counterparties which have primary standing and which possess adequate rating, according to the criteria defined by the Group Risk Management Policies. With regard to the management of liquidity risk, the aim is to fully finance the activities that are due for each time interval, while maintaining a consistent liquidity basis through a combination of cash and lines of credit. In addition, the Group can count, as provided for by contract, on the possibility of financing by its banking partner Crédit Agricole Consumer Finance to cover its needs in order to substantially eliminate the risk of refinancing. We are reminded that FCA Bank strictly abides by current legislation, in particular the Liquidity Coverage Ratio.
Bond issuances[11]
- On April 14th 2015 FCA Capital Ireland Plc (the “Issuer”) successfully priced a 1 billion Euros offering of unsecured senior debt securities, guaranteed by FCA Bank Spa (the “Guarantor”), in two tranches: 700 million Euros Senior Notes due April 2020 with a coupon of 1.375% and 300 million Euros Senior Notes due October 2017 with a coupon of Euribor 3 months + 0.900%. This is the first Eurobond issuance after the transformation of the Guarantor into a bank in January 2015, and attracted an order book of 4.9 billion Euros from 370 investors on both tranches.
- On November 9th 2015 FCA Capital Ireland Plc (the “Issuer”)successfully priced a further 500 million Euros offering of unsecured senior debt securities, guaranteed by FCA Bank Spa, (the “Guarantor”) due June 2018 with a coupon of 1.25%. This is the second Eurobond issuance after the transformation of the Guarantor into a bank in January 2015, which attracted an order book in excess of 2.1 billion Euros from around 200 investors.
Notes
- ↑ http://www.fcabankgroup.com/en/who-we-are
- ↑ http://www.fcabankgroup.com/en/where-to-find-us
- ↑ http://www.fcabankgroup.com/en/who-we-are/company-structure
- ↑ http://www.fcabankgroup.com/en/corporate-governance/corporate-governance-system/board-of-directors
- ↑ http://www.fcabankgroup.com/en/corporate-governance/corporate-governance-system/board-committees
- ↑ http://www.fcabankgroup.com/en/corporate-governance/corporate-governance-system/board-auditors
- ↑ http://www.fcabankgroup.com/en/corporate-governance/corporate-governance-system/supervisory-body
- ↑ http://www.fcabankgroup.com/en/corporate-governance/corporate-governance-system/internal-control-system
- ↑ http://www.fcabankgroup.com/en/investors-relations/ratings
- ↑ http://www.fcabankgroup.com/en/investors-relations/financial-strategy
- ↑ http://www.fcabankgroup.com/en/investors-relations/funding-program
Gallery
See also
- Crédit Agricole Consumer Finance
- FCA
- Alfa Romeo
- Fiat
- Abarth
- Fiat Professional
- Lancia
- Maserati
- Land Rover
- Mirafiori corporate building
External links
- www.fcabankgroup.com
- www.fcabank.it
- http://www.leasys.com/
- http://www.fcabank.gr/gr/home/
- http://www.fcacapital.es/es/
- http://www.fcacapital.pt/pt/
- http://www.fcacapital.fr/fr/home/
- http://www.fcacapital.ch/it/home
- http://www.fcabank.at/de/home/
- http://www.fcabank.de/de/home/
- http://www.fcacapital.nl/nl/home/
- http://www.fcaautomotiveservices.co.uk/en
- http://www.fcabank.pl/pl/home/
- http://www.fcacapital.dk