CM-5.10 CM-5.10 Major Investments
Credit Risk and Investment Risk
CM-5.10.1
Where a bank acquires a holding of the
capital instruments of another entity, the concerned bank acquires risk in that entity. The riskexposure to a bank through theacquisition of capital is arguably greater than that acquired by providing a loan or other credit facilities in four ways:(a) The rights of a shareholder are subordinated to those of ordinary creditors in the event of liquidation of the concerned entity.(b) Loans and other shorter-term credit facilities have an explicit obligation on the borrower to repay the sum advanced or committed. Share capital has no such commitment (with the exception of some subordinated debt).Investments in the capital of an entity can only be realized by the sale of the concerned capital instruments to a third party, or by winding up the concerned entity.(c) A capitalinvestment in a third party entity (particularly where theinvestment is significant in size) is a pledge of capital to the concerned entity to fund its longer-term activities. The funds concerned are no longer available to be used by the investor bank to fund its activities.(d) There may be reputational and legal risk to the investing bank, particularly if the bank has a “control relationship” with the concerned entity.Added: January 2011CM-5.10.2
In view of the above, the supervisory treatment of
major investments requires special consideration which goes further than the monitoring of largeexposures of banks as outlined earlier in Chapter CM-5.Amended: October 2016
Added: January 2011CM-5.10.2A
[This Paragraph was moved to Paragraph CM-5.11.5 in October 2016]
Amended: October 2016
Amended: January 2015
Added: July 2014Initial Approval Requirement for Major Investments
CM-5.10.3
All
Bahraini conventional bank licensees must obtain the CBB's prior written approval before making a "major investment" (as described in CM-5.5.1E) in another commercial entity (whether incorporated inside or outside of Bahrain). [This Paragraph was moved to CM-5.10.3A, CM-5.10.3B, CM-5.10.3C and CM-5.10.3D in October 2016].Amended: October 2016
Amended: April 2015
Amended: January 2015
Amended: April 2014
Amended: July 2012
Amended: January 2012
Added: January 2011CM-5.10.3A
All
Bahraini Conventional bank licensees must obtain the CBB's prior written approval before any future increases in the bank's ownership of any of the existingmajor investments in excess of 5% of such exposure.Added: October 2016CM-5.10.3B
Where the percentage ownership increase is due to revaluation or change in the capital of the bank, the bank must provide a written notification to the CBB, outlining the percentage increase and the reason for such increase.
Added: October 2016CM-5.10.3C
Where a percentage ownership increase as described in Paragraph CM-5.10.3B occurs, the 800% risk weight rule will apply as it exceeds the single large exposure limit outlined in Section CM-5.5.
Added: October 2016CM-5.10.3D
Any bank wishing to acquire a "major investment" in another entity must address the points outlined in Paragraph CM-5.10.10 of this Section so that the CBB may make an informed review of the request. Banks must submit such request to the CBB and the CBB shall respond within 2 weeks from the date of receiving a complete set of all the required documents.
Added: October 2016CM-5.10.4
Any
major investment by aBahraini conventional bank licensee in the capital instruments of another entity must be included in the measure of an "exposure " for the purposes of Module CM, i.e. suchmajor investments must be aggregated with all other facilities to a client for the purpose of calculating the level of "largeexposures ".Amended: October 2016
Amended: January 2015
Amended: April 2014
Added: January 2011CM-5.10.5
The CBB reserves the right to require
Bahraini conventional bank licensees to dispose of anymajor investments acquired without its prior approval. Where a "major investment " is acquired without approval of the CBB, then the entire value of the holding must be deducted from the consolidated Total Capital of the concerned bank. Approval will not be given for "major investments" in entities incorporated in jurisdictions where secrecy constraints exist or there are restrictions on the passage of information to the bank (other than customer confidentiality requirements imposed by financial regulators).Amended: October 2016
Amended: January 2015
Amended: April 2014
Added: January 2011[This Section was deleted in October 2016.]
Deleted: October 2016CM-5.10.6
[This Paragraph was moved to Section CM-5.11 in October 2016]
Amended: October 2016
Amended: January 2015
Amended: April 2014
Amended: July 2012
Added: January 2011CM-5.10.7
[This Paragraph was moved to Section CM-5.11 in October 2016]
Amended: October 2016
Amended: January 2015
Amended: April 2014
Added: January 2011CM-5.10.8
[This Paragraph was moved to Section CM-5.11 in October 2016]
Amended: October 2016
Amended: January 2015
Amended: April 2014
Added: January 2011Other Requirements
CM-5.10.9
If a bank's
close links with another entity prevent effective supervision of the bank (or bank group), the CBB may refuse or revoke a license or require a bank to sell or otherwise dispose of entities within its corporate group, or to restructure the banking group.Added: January 2011CBB Criteria for Assessment of Major Investments by Bahraini Conventional Bank Licensees
CM-5.10.10
In assessing any proposed
major investment mentioned above, the CBB will take into account the following points:(a) The amount of the proposedmajor investment relative to the existing consolidated Total Capital of the bank;(b) Existing capital adequacy ratios on a consolidated basis and forecast ratios after themajor investment has gone ahead;(c) The adequacy of information flows from the investee company to the concerned bank;(d) Experience and fit and proper matters relating to the senior personnel associated with the proposedmajor investment ;(e) Risks associated with the proposedmajor investment ;(f) Disclosure and exchange of (supervisory) information (in the case of a foreignmajor investment );(g) Adequacy of host supervision (in the case of a foreignmajor investment );(h) Currentinvestments and concentrations inexposures of the concerned bank;(i) The compliance of the concerned bank with the CBB's rules and regulations (e.g. reporting issues), and the adequacy of internal systems and controls;(j) The extent of holdings by any other shareholders (holding 5% or more of the capital of the concerned entity) orcontrollers of the concerned entity;(k) Whether the proposed activities are in line with the Memorandum & Articles of Association of the bank;(l) The accounting treatment of the proposedmajor investment ;(m) Whether themajor investment relates to a closely-linked party, connected party, orcontroller in any way;(n) The existence of secrecy laws or constraints over supervisory access to the premises, assets, books and records of the concerned entity in which a "major investment " is being acquired;(o) The impact and extent of goodwill and intangibles upon the capital adequacy and balance sheet of the bank on a consolidated basis; and(p) The bank's existing and forecast liquidity position (as a result of themajor investment ) and how themajor investment is to be funded (e.g. by the issuance of new capital or sale of otherinvestments ).Amended: October 2016
Amended: April 2015
Amended: January 2015
Added: January 2011