Building Societies

CONTENTS

Introduction

Building Societies

Conversions, Flotations, Mergers and Takeovers

Abbey National Converting to PLC.
Lloyds Takeover of Cheltenham and Gloucester Building Society.
Halifax and Leeds Building Societies Merging and Converting to PLC.
Abbey National's Forced Takeover of National and Provincial Building Society.
Other Conversions, Flotations, Mergers and Takeovers.

From 'Housing Finance' towards 'Financial Services'

Role of Directors

Reserves and Ownership

Conclusions

Notes <..> and References {..}

Relevant Current and Associated Works

Relevant Subject Index Pages and Site Overview

INTRODUCTION

Building societies are owned by their members for the benefit of both saving and borrowing members. But building societies have been merging, have been taken over by banks and have turned themselves into banks. This study looks at what is taking place, and why.

It is one of a series of eight studies of co-operatives and mutual societies which were undertaken to determine causes of failure and reasons for success, to see how these enterprises were controlled and managed, to learn from the mistakes of others. What is taking place is fascinating and often unexpected (See 'Relevant Current and Associated Works').

The main report 'Co-operatives: Causes of Failure, Guidelines for Success' is based on these studies. Its conclusions and recommendations are entirely relevant and cover fundamental and practical problems of co-ops and mutual societies, of members, of direction, management and control (See 'Relevant Current and Associated Works').

BUILDING SOCIETIES

The first building societies were formed about 200 years ago when some people got together to co-operate with each other in building their own houses. Members regularly contributed to the society and built the houses together. Each completed house was allocated by lottery to a member. They carried on until each member had his own house. The society, the house-building co-operative, was then dissolved. {BUI 01}

After a while building societies began to borrow money from investors to build houses more quickly and this was the start of permanent building societies, now simply called building societies.

Then about 100 years ago, most UK building societies stopped building houses and concentrated on providing capital for building houses, on providing mortgages.

Building societies are mutual societies, are owned by their members for the benefit of members, that is of both savers and borrowers alike.

Many people are tied for life to paying rent to, and so working for, profit-seeking landlords who are able to increase rents largely at will and who are thus absorbing any gains in income.

The building society movement, however, has enabled a massive number of people in the UK to own their own homes. It has been giving people something to work for and a sense of achievement from living in a house of one's own, enabling them also to save and provide for retirement and old age.

In the UK at this time are 80 building societies with 5,500 branches, having between them something like 30 million accounts (savers and borrowers) and assets of GBP 262 billion. Their net profits of GBP 1 billion amount to a net profit per account of GBP 35.

UK legislation regulates what building societies may, or may not, do. When banks started to offer mortgages, building societies were enabled by legislation to compete with banks by providing personal loans and other financial services such as current accounts. But building societies have been merging, been taken over by banks and have turned themselves into banks. Their number is reducing and branches are being closed down.

So here in this study we take a close look at what is happening by means of case-studies and draw some relevant conclusions.

CONVERSIONS, MERGERS AND TAKEOVERS

ABBEY NATIONAL CONVERTING TO PLC

Abbey National was UK's second largest building society in 1985. The society's chief executive then said that it was considering converting from a mutual building society to a shareholder owned public limited company. Its assets were more than GBP 18 billion, its reserves GBP 750 million.

Abbey National at that point belonged to its savers and borrowers, that is to its members, and such a mutual society aims to serve its members. Its surplus (profit) benefits its members. On the other hand a public limited company (PLC or plc) belongs to shareholders and aims to maximise profits for the benefit of its shareholders.

What is not clear is how converting could benefit either borrowers or savers, as both would be worse off all the time profits are paid out to shareholders instead of benefiting members. However, Abbey National gave members some free shares in the new company and members benefited to that extent at the time of the conversion.

Abbey National converted to a shareholder owned company in 1989 and by 1996 much had changed {BUI 16}. Service to the community had been reduced to the extent that over a thousand of Abbey National's community branches had been closed. As regards pay of directors, the chief executive had apparently bought shares in the company which were then worth GBP 1.8 million and this would not have been possible had Abbey National remained a mutual building society. Directors' pay as a proportion of overheads had been increasing rapidly.

LLOYDS TAKEOVER OF CHELTENHAM AND GLOUCESTER BUILDING SOCIETY (C&G)

The Cheltenham and Gloucester Building Society decided in 1995 to be taken over by a bank, by Lloyds Bank.

Margaret Hughes in the Guardian {BUI 17} quoted the chief executive of the C&G as saying

This is a C&G deal not a LLoyds Bank deal. We chose Lloyds, not the other way around.

Teresa Hunter and Ian Wylie, reporting a few days later on advantages and disadvantages of Lloyds bid {BUI 18}, said

Some society executives will gain handsomely from the deal. The chief executive stands to benefit from share options worth four times his basic salary. Including additional benefits, his salary stood at GBP 354,462 last year. He and his immediate family will also get GBP 37,600 in cash bonuses. The chairman and his immediate family will receive cash bonuses of GBP 55,000, and eight other executives will receive share options.

Customers cease to be members of a building society and become customers of a bank, thereby losing the right to elect board members, and have a say in the management of the institution by attending annual general meetings and voting on key issues.

When Lloyds Bank proposed its GBP 1.8 billion takeover of the Cheltenham and Gloucester Building Society, a court ruled that voting investors of the society had to have accounts open for at least two years to qualify for the resulting cash bonus. In other words, cash bonuses can only be given to investors of two years' standing.

This ruling deprived some categories of C&G customers of bonuses they had been promised and this made it more difficult for the society's directors to get the approval of the society's members for the takeover. But the members voted decisively for the LLoyds Bank takeover.

The society expected the average payment to be about GBP 2,000, with payments ranging from GBP 500 to GBP 13,500.

At the time the takeover was being decided,

The Building Society Commission, which regulates the movement, and the Treasury had grave misgivings about the Cheltenham and Gloucester deal. The authorities viewed the cash element of the deal as a bribe. {BUI 10}

And

In effect Lloyds Bank is being allowed to raid the cash of the C&G to bribe its members - both depositors and mortgage holders - into acceptance ... by means of a bribe which drives a coach and horses through the principles of mutuality. {BUI 10}

Over 150 years building society savers and borrowers have built up reserves of GBP 14 billion.

Abbey National's conversion and C&G's takeover deal showed that building societies' reserves could be used and dissipated in such ways. This has led

... to large investment in societies ... which have been cited as takeover targets. {BUI 10}

and reports that

each time a league table or comment appears, identifying societies ripe for ending mutuality or being taken over, large speculative flows of money follow. Destabilising hot funds, searching always for the largest bonus. {BUI 09}

However,

... the reserves of the building societies movement were not built for the benefit of speculators, but for the purpose of better serving members and community. {BUI 09}

HALIFAX AND LEEDS BUILDING SOCIETIES MERGING AND CONVERTING TO PLC

In March 1995 the Halifax Building Society was cleared by a High Court judgment to merge with the Leeds Permanent Building Society two years later and to convert to a public company, to a bank. The two building societies have 10 million members, and the capital to be distributed by way of shares to members amounts to GBP 9 billion.

If members vote for merging and converting to a PLC, that is to a bank whose shares are quoted on the stock exchange, then each member can expect to get free shares worth on average about GBP 900.

The court judgment enabled the societies to give free shares to all their members including borrowers and investors of less than two years standing. Cash bonuses can only be given to investors of two years' standing. Shares can be given to all members - provided that no shares are being offered to the public at the same time. {BUI 19}

A Leading Article in The Guardian recorded:

One City analyst (UBS Global Research) argues that the rationale for conversion of the business is less strong than the rationale for management themselves "for whom conversion is likely to be financially rewarding". {BUI 12}

By October 1996 the position was that nine million savers and borrowers would be receiving about GBP 800 worth of free shares in June 1997 when the Halifax converts. This is expected to be the biggest ever stock market floatation, at GBP 10 billion. {BUI 20}

A key point is that from the March 1995 judgment onwards shares can also be given to members of less than two years' standing, and that in this way speculators also became entitled to receive a share of the societies' accumulated reserves.

ABBEY NATIONAL'S FORCED TAKEOVER OF NATIONAL AND PROVINCIAL BUILDING SOCIETY (N&P)

N&P closed its doors to new accounts on Friday, 28 April 1995. Abbey National wanted to take over N&P, the directors of the two organisations were going to meet on Monday to discuss the matter. Publicity about Abbey National's offer had 'prompted a flood of deposits from investors hoping to cash in on a takeover'. Up to 15,000 people opened an account with N&P in the four days before N&P closed its doors to new qualifying accounts. {BUI 13}

After Abbey National raised its offer to GBP 1.35 billion, the N&P board of directors announced on 10th July that they had agreed to be taken over and Abbey National announced that it had succeeded. Between 1 and 1.5 million savers and borrowers with the N&P Building Society could expect to receive free Abbey National shares worth between GBP 500 and GBP 600. Two-year savers could expect to receive more in accordance with their account balances, on average about GBP 1,200.

After the takeover Abbey National expects to be the second largest mortgage lender in the UK, with 15 million customers and 880 branches. But N&P's 200 community branches are to be closed.

It was reported {BUI 22} that

N&P's directors will gain no benefit and will not be able to take part in Abbey National's share option scheme until two years after the merger. If members approve the deal then N&P's chief executive will join the board (presumably of Abbey National).

We have seen here the extent to which speculative money flows to building societies likely to convert or distribute their reserves in some way.

Apparently Abbey National used N&P's reserves to persuade N&P's owners, namely its members, to hand over the society in return for share or cash payments drawn in effect mainly or completely from their own reserves, from their own capital.

The directors were left with little choice and seemingly gained little.

As a result of this forced takeover, directors of other building societies must now be considering their own position. They can convert to a PLC and retain control with the likelihood of enhanced rewards for themselves. Or they can remain a mutual society by distributing ownership of reserves among their members in a way which benefits their society. Or they could wait for a commercial company to go over their heads to the members and take the society over without personal gain to its directors.

OTHER CONVERSIONS, FLOTATIONS, MERGERS AND TAKEOVERS

In October 1996 the Alliance and Leicester Building Society said that its 2.4 million members would each receive 250 shares worth about GBP 1,000 when it converts to a PLC in 1997.

In 1997, in addition to the building societies mentioned earlier on, both the Woolwich and also the Northern Rock both plan to become banks. And the Bristol and West is to be taken over by the Bank of Ireland. Also two mutual societies, namely the Colonial Mutual and the Norwich Union, are to convert from mutual ownership and self-aid to profit-maximising on behalf of self-interested owners.

The combined total assets of all building societies which have been and are converting and which have been or are being taken over, in 1992/93 amounted to GBP 166.4 billion, about 67 per cent of the total for the whole UK building society movement. Changing from serving the public to shareholder-gain profit-maximising.

Overall, giving away many GBP billions to building society members to encourage them to give away mutuality.

FROM 'HOUSING FINANCE' TOWARDS 'FINANCIAL SERVICES'

Banks began to compete with building societies for home loans and 1981/82 gained a considerable share of the mortgage market for new homes. But profit-maximising banks would not be able to compete profitably with mutual-help nonprofit-making building societies in providing mortgages.

At that time the Council of the Building Societies Association was made up of Chief Executives of something like 30 building societies, including the ten largest. And in 1983 a working party of the Building Societies Association recommended proposals for changing the role of building societies.

They were seeking wide-ranging powers to extend their operations into areas such as banking, insurance and hire-purchase. Implementing many of their proposals would overturn 200 years of tradition. {BUI 14-15}

Where such activities would involve a degree of risk they proposed to operate only through subsidiary companies. Presumably to protect parent societies from having to pay the full debts of their subsidiaries if the subsidiaries became insolvent. {BUI 23}

The activities of building societies are restricted by legislation. When banks entered the mortgage market, building societies pressed for changes which enabled building societies to compete with banks for services offered so far by banks alone.

Consumers benefited considerably from this. It was building societies which introduced free banking and interest-paying current accounts and forced at least some banks to reduce charges and treat their customers with more consideration. Most building societies now compete to some considerable extent with banks and insurance companies, providing loans and insurance policies.

ROLE OF DIRECTORS

We saw above <1> that in 1983 a working group of the Building Societies Association, made up of leading building society chiefs, put forward proposals for changing the role of building societies. Proposals for moving into areas such as banking, insurance and hire-purchase.

Their report also emphasised that member-democracy should not be exercised at the expense of a society's efficiency {BUI 14-15}.

A vacancy on a building society's board of directors is filled by the directors themselves appointing the new director. Directors, the report concedes, are likely to choose from people they know, about whom they can form a judgment.

'Efficiency' may refer to profit-taking (profitability) instead of service to members. And democratic control of the building society is apparently resented and in effect bypassed when it comes to appointing directors.

Why should nominees of an existing board of directors be automatically co-opted instead of standing for election? Members are in effect asked later to approve an appointment already made by the directors.

I have seen mentioned that under UK building society legislation directors are not required to act on a majority vote at a general meeting, they are required merely to 'take note'. {BUI 24}

This is how Sir Dennis Landau, former chief executive of the Co-operative Wholesale Society, saw such matters in 1994:

`Once you get down to how building societies appoint their directors and how they are controlled, many are mutual in name only. They are really oligarchies run by managers for the managers.' {BUI 04}

And Ian Wylie, writing in the Guardian, said this:

... few societies today can claim to be organisations actually run by their members. The goals of the larger societies are now barely distinguishable from those of the banks. Dilution of ownership across vast numbers of members has left societies open to charges of unaccountability, ... {BUI 05}

The working group's report also recommended that societies should be permitted to turn themselves into companies controlled by the Companies Acts.

In other words, should be permitted to convert into profit-maximising companies controlled by the biggest shareholders.

Ian Wylie's review included:

To Rob Thomas, analyst at UBS, conversion defies logic. He says: "With mutuality you don't have the pressure of paying dividends - or stock market analysts looking over your shoulder every day. Only management stands to gain from flotation, and only the naive would believe accountability is any greater within a PLC." {BUI 05}

Senior executives of building societies have at times gained some of the biggest pay rises in the UK's financial services industry. In one year, while inflation was in single figures, the highest paid executives from the ten biggest building societies gained salary increases of, on average, 55 per cent {BUI 11}. And salaries for highest paid executives in banks were probably between 2 and 4 times those paid in building societies.

RESERVES AND OWNERSHIP

While banks concentrate on maximising rewards for directors and profits for shareholders, a building society provides a service to its members. Building societies, however, have retained surplus funds and over the years built up massive reserves. Over 150 years, for example, UK building societies built up GBP 14.3 billion of reserves. There is much concern that this is being dissipated by conversions and takeovers.

Reserves increased to GBP 16 billion during 1994/95 and the Building Societies Commission in its annual report re-emphasised

the need for societies to explore ways of distributing excess capital to members. While some societies have launched loyalty bonus schemes, others are considering paying a regular dividend, by issuing some form of share. {BUI 07}

And Maria Scott, writing in the Observer, said

Building societies generally pay better returns than banks. But is the difference enough? Building society directors have paid lip-service to the ideals of mutuality for years. Even now, under siege from aggressive outsiders, none has come up with a way to release their substantial accumulated profits to members that would mark them out from High Street banks. Instead, they cut savings rates at the first opportunity. {BUI 13}

A public company would, typically, pay half its post-tax profits to shareholders in dividends. If societies chose this measure, customers could expect somewhere between GBP 15 and 20 per account each year. However, building societies are not expected to follow this model and most argue that any annual dividend-style distribution would fail to impress customers. {BUI 08}

Instead, they are working on schemes such as that announced by Bradford and Bingley last week that will pay sums running into hundreds of pounds but only if the investor keeps the account open for a few years. {BUI 08}

CONCLUSIONS

What has been and is taking place seems to be as follows:

BUILDING SOCIETIES AND BANKS

Banks concentrate on maximising rewards for directors and profits for shareholders.

A building society is a mutual society owned by its members. Both depositors (lenders) and borrowers are members. The mutual interest between lenders and borrowers is that profits are shared out between them. Compared with banks, the lender gets more and the borrower pays less.

Building societies have been retaining some of their surpluses and over 150 years have built up massive reserves.

A mutual society is run for the benefit of its members and its reserves were accumulated for the purpose of better serving its members and the community.

And so building societies became big, influential and powerful.

MUTUALITY AND DEMOCRATIC CONTROL: ROLE OF DIRECTORS

Members of a building society have the right to attend annual general meetings to vote on key issues and elect board members.

However, a vacancy on a building society's board of directors is filled by the directors themselves co-opting a new director. Directors are likely to choose from people they know. Members are in effect asked to approve an appointment already made by the directors.

The number of members is very large indeed and control and accountability weakened to that extent. But compared with a bank's shareholders, a building society's members are much closer to what is taking place, both as borrowers and as lenders. So building society directors are that much more closely observed by the owners, by the members.

And it seems that under UK building society legislation directors are not required to act on a majority vote at a general meeting, they are required merely to 'take note'.

We also saw expressed the feelings of senior executives that 'member-democracy should not be exercised at the expense of a society's efficiency'. Which, translating into basic English, presumably means they feel that democratic processes should not interfere with decision-taking by senior executives.

So it would seem that democratic control of building societies is weak, that few societies can claim to be run by their members, that many are mutual in name only, that directors have almost complete control over policy setting and over the carrying out of policy.

CONVERSION TO PLC: PAY OF DIRECTORS

What stands out is that pay at the top for chief executives and directors depends on performance and it would seem that performance is assessed by criteria such as deposits, turnover, and surplus (profit) generated.

But for some time now pay of directors has been what the market will bear, what shareholders will not object to in the light of dividends they receive and the increase in the value of the shares they own. And 'pay' (remuneration, emoluments, call it what you will) includes status, power, patronage, influence.

So directors of banks and of building societies are motivated to expand the enterprise they control, by diversifying into other related areas, by taking over other enterprises, by becoming more efficient. And directors of building societies are paid much less than directors of banks.

Banks began to compete with building societies for home loans and 1981/82 gained a considerable share of the mortgage market for new homes. But profit-maximising banks would not be able to compete profitably with mutual-help nonprofit-making building societies in providing mortgages. And the banks must have realised this quite quickly.

The activities of building societies are restricted by legislation. Building societies pressed for changes which enabled building societies to compete with banks for services offered so far by banks alone. Now they provide personal loans and other financial services such as current accounts. Most societies also provide personal loans and insurance services. Successfully providing a friendly helpful service and often better terms than are offered by banks.

And we saw senior executives of building societies gain some of the biggest pay rises in the UK's financial services industry, presumably as a result of this expansion of activities, of performance.

But concentrating on increasing performance, on expanding activities, has been accompanied by a loss of mutuality. The goals of the larger societies are now barely distinguishable from those of the banks.

And then Abbey National converts to a company.

Mutual aid and concern cease to be objectives. Members cease to be owners so they lose the right to appoint directors, to vote at general meetings. Members cease to be members and become customers, become a source of profit for the bank's new owners. Depositors may get less, borrowing costs more.

However, Abbey National gave members some free shares in the new company and members benefited to that extent at the time of the conversion. By 1996 service to the community had been reduced to the extent that over a thousand of Abbey National's community branches had been closed. Directors' pay as a proportion of overheads had been increasing rapidly.

Next Lloyds Bank takes over the Cheltenham and Gloucester Building Society. This is a C&G deal not a LLoyds Bank deal. C&G chose Lloyds, not the other way around.

The society expected the average payment to members to be about GBP 2,000, with payments ranging from GBP 500 to GBP 13,500.

In effect Lloyds Bank was being allowed to use C&G's reserves to persuade C&G's members, both depositors and borrowers, into accepting the deal being offered, into voting their society out of existence.

And when Lloyds took over the Cheltenham and Gloucester Building Society, C&G's senior executives gained a great deal financially.

Next came the Abbey National's forced takeover offer to National and Provincial Building Society (N&P).

Between 1 and 1.5 million savers and borrowers with the N&P Building Society could expect to receive free Abbey National shares worth between GBP 500 and GBP 600, while two-year savers could expect to receive on average about GBP 1,200.

Apparently Abbey National used N&P's reserves to persuade N&P's owners, namely its members, to hand over the society in return for share or cash payments drawn in effect mainly or completely from their own reserves, from their own capital.

After the takeover Abbey National expects to be the second largest mortgage lender in the UK, with 15 million customers and 880 branches.

But N&P's 200 community branches are to be closed.

And N&P's directors were left with little choice and seemingly gained little.

AND NOW

As a result of Abbey National's forced takeover of National and Provincial Building Society, directors of other building societies must have been considering whether

1. to distribute ownership of reserves among their members in a way which benefits their society and maintains mutuality, or whether

2. to convert to a PLC and retain control with the likelihood of enhanced rewards for themselves, or whether

3. to wait for a commercial company to go over their heads to the members and take the society over without personal gains to its directors.

And now we can see more aspects of what is happening.

Outstanding is that Bradford and Bingley Building Society has put into effect a scheme which will pay sums running into hundreds of pounds to investors but only if the investor keeps the account open for a few years.

NOTES AND REFERENCES

NOTES

<1> See section 'From Housing Finance towards Financial Services'

REFERENCES

{BUI 01} A Friendly Tip on Getting to the Root of Building Blocks,

Victor Keegan, Guardian, 03/05/94

{BUI 02} Building Society 'Will Stay Mutual',

Geoffrey Gibbs, Guardian, 08/06/94

{BUI 03} Co-ops in Fear of Predators,

Maria Scott, Observer, 05/06/94

{BUI 04} A Better Way of Giving: Where Profit is not King,

Andy McSmith, Observer, 02/10/94

{BUI 05} Seeking Banks' Company,

Ian Wylie, Guardian, 26/11/94

{BUI 06} Ambition and Greed at Leeds and Halifax (Letter),

Stephen Brooks, Observer, 04/12/94

{BUI 07} Shrinking Building Societies shed 3,000,

Teresa Hunter, Guardian, 17/08/95

{BUI 08} Building Societies can Pay Out Half a Billion,

Maria Scott, Observer, 20/08/95

{BUI 09} Birmingham Notebook: Hybrid that Could Threaten Building Society Movement,

Alex Brummer, Guardian, 19/05/94

{BUI 10} Building Society Bids 'To be Banned',

Teresa Hunter, Guardian, 19/05/94

{BUI 11} Executive Salaries Soar as Society Bosses Bid to Climb the Pay League,

Lisa Buckingham, Guardian, 06/06/90

{BUI 12} Farewell to the Friendly Giants,

Leading article, Guardian, 29/03/95

{BUI 13} Savers Betrayed in Rush for Profit,

Maria Scott, Observer, 30/04/95

{BUI 14} Societies Call for Freer Hand,

Baron Phillips, Times, 06/09/82

{BUI 15} Building Societies seek Wide Powers to Expand Activities,

Michael Cassell, Financial Times, 27/01/83

{BUI 16} Battle of the Bonuses: Who gains from Selling Off Building Societies,

Panorama Documentary, BBC1 TV, 29/04/96

{BUI 17} C&G Urges Voters to Support Merger with Lloyds,

Margaret Hughes, Guardian, 21/02/95

{BUI 18} New Era Dawns for Societies: Pros and Cons of the Lloyds Bid for C&G,

Teresa Hunter and Ian Wylie, Guardian, 25/02/95

{BUI 19} Ten Million in Line for Leeds-Halifax Bonus,

Margaret Hughes, Guardian, 01/04/95

{BUI 20} Halifax Reverse Takeover Ploy Set to Lift Flotation Share Price,

Teresa Hunter, Guardian, 25/10/96

{BUI 21} N&P Succumbs to GBP 1.3 billion Abbey Bid,

Tony May, Guardian, 10/07/95

{BUI 22} GBP 1.35 billion Bonanza for Building Society Customers,

Margaret Hughes, Guardian, 11/07/95

{BUI 23} Ownership and Limited Liability

Manfred Davidmann
https://www.solhaam.org/

{BUI 24} A Better Chance,

Maria Scott, Observer, 19/03/95

Relevant Current and Associated Works

MAIN REPORT

CO-OPERATIVES: CAUSES OF FAILURE, GUIDELINES FOR SUCCESS

https://www.solhaam.org/
Manfred Davidmann

ASSOCIATED CO-OP STUDIES
https://www.solhaam.org/
Manfred Davidmann

1. The Trustee Savings Bank Give-Away
2. Credit Unions
3. Building Societies
4. Co-operative Retail Services Ltd
5. 5a. Co-operative Wholesale Society Ltd
5b. Co-operative Bank PLC
5c. Co-operative Insurance Society Limited
6. John Lewis Partnership PLC
7. Mondragon Co-operatives (Mondragon Corporacion Cooperativa)
8. Kibbutzim

Other relevant current and associated reports by Manfred Davidmann on leadership and management:

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• Motivation
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Other Subjects; Other Publications

• Christianity
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The Site Overview page has links to all individual Subject Index Pages which between them list the works by Manfred Davidmann which are available on the Internet, with short descriptions and links for downloading.

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