PrefBlog

OSFI has yet again kicked investors in the teeth with a new advisory and accompanying letter. The advisory states:

As set out in the CAR and MCCSR guidelines and related advisories, OSFI currently allows certain high quality preferred shares to be included in Tier 1 capital (Tier 1 capital is the highest quality capital and includes retained earnings, common shares, high quality preferred shares such as perpetual preferred shares, as well as innovative instruments). As set out in the January 2008 Advisory, the sum of Tier 1-qualifying preferred shares and innovative instruments included in Tier 1 capital is limited to no more than 30% of net Tier 1 capital.

To provide FREs with added flexibility to maintain their strong capital positions, OSFI is increasing this 30% limit to 40%, effective immediately. The requirements that preferred shares must meet to qualify as Tier 1 capital, as per the MCCSR or CAR Guidelines and related advisories, (e.g. permanence, subordination and absence of fixed charges) remain unchanged and are fully compliant with the principles enunciated by the Basel Committee on Banking Supervision for Tier 1 capital.

Should the 40% limit be exceeded at any time, FREs must notify OSFI and provide a detailed plan, acceptable to OSFI, to regain compliance with such limit5. At a minimum, such a plan should work towards the restoration of the desired balance between Tier 1 capital components by not increasing dividends or buying back common shares, unless OSFI otherwise agrees.

… and this is highlighted by the letter:

Second, the aggregate limit on Tier 1-qualifying preferred shares and innovative instruments included in Tier 1 capital is being increased from 30% to 40%, effective immediately. This advisory will update the January 2008 Advisory: Aggregate Limit on Tier 1-qualifying Preferred Shares and Innovative Instruments.

These initiatives reflect recent developments in global financial markets. These changes should assist Canada’s financial institutions in maintaining their position of strength when compared to their international competition.

This appears to degrade the quality of Canadian Tier 1 capital relative to the the United States, where, in 2005:

The final Fed rule allows BHCs to “explicitly” include outstanding and prospective issuance of these securities in their Tier 1 capital. However, the Fed will also subject these instruments and other “restricted core capital elements” to tighter quantitative limits within Tier 1, and more stringent qualitative standards. Trust preferred securities and other restricted elements will continue to be limited to 25% ceiling within Tier 1. A lower ceiling of 15% will be set for internationally active BHCs. Previously this 15% ceiling had only been a recommendation not a firm rule.
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Much of what is in the final rule is unchanged from the Fed’s proposal of last May (see June issue of Global Risk Regulator), when public comments were sought. The Federal Reserve notes that, of the 38 comment letters received, the letter from the FDIC is the only one to oppose the rule. For its part, however, the FDIC does not pull its punches. “Trust preferred securities do not provide the degree of capital support that is consistent with their receiving the Tier 1 designation that is reserved for high-quality capital instruments,” writes Chairman Powell. “We are also concerned that the Federal Reserve has, in effect, used its exclusive authority over BHC capital requirements to confer a competitive advantage on BHC subsidiaries relative to stand-alone banks,” Powell adds.

OSFI’s action may be intended as a counter to the Interim Final Rule of October 16:

The Federal Reserve Board on Thursday announced the adoption of an interim final rule that will allow bank holding companies to include in their Tier 1 capital without restriction the senior perpetual preferred stock issued to the Treasury Department under the capital purchase program announced by the Treasury on October 14, 2008.
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The interim rule will be effective as of October 17, 2008. The Board is, however, seeking public comment on the interim rule. Comments must be submitted within 30 days of publication of the interim rule in the Federal Register, which is expected soon.

The draft Federal Register notice states:

The aggregate amount of Senior Perpetual Preferred Stock that may be issued by a banking organization to Treasury must be (i) not less than one percent of the organization’s risk-weighted assets, and (ii) not more than the lesser of (A) $25 billion and (B) three percent of its risk-weighted assets. Treasury expects the issuance and purchase of the Senior Perpetual Preferred Stock to be completed no later than December 31, 2008.

To be eligible for the Capital Purchase Program, the Senior Perpetual Preferred Stock must include several features, which are designed to make it attractive to a wide array of generally sound banking organizations and encourage such banking organizations to replace the Senior Perpetual Preferred Stock with private capital once the financial markets return to more normal
conditions.

In particular, the Senior Perpetual Preferred Stock will have an initial dividend rate of five percent per annum, which will increase to nine percent per annum five years after issuance. In addition, the stock will be callable by the banking organization at par after three years from issuance and may be called at an earlier date if the stock will be redeemed with cash proceeds from the banking organization’s issuance of common stock or perpetual preferred stock that (i) qualifies as Tier 1 capital of the organization and (ii) the proceeds of which are no less than 25 percent of the aggregate issue price of the Senior Perpetual Preferred Stock. In all cases, the redemption of the Senior Perpetual Preferred Stock will be subject to the approval of the banking organization’s appropriate Federal banking agency. In addition, following the redemption of all the Senior Perpetual Preferred Stock, a banking organization shall have the right to repurchase any other equity security of the organization (such as warrants or equity securities acquired through the exercise of such warrants) held by Treasury.

There is a commentary by Jones, Day on the web.

OSFI’s astonishing action has the potential to decrease the subordination of Preferred Shares in the capital structure; exposing them to higher risk of loss and making them more equity-like. Investors will have to pay increased attention to the Equity / Risk Weighted Assets Ratio than they have in the past.

Moody’s discussion of original rules:

Canadian guaranteed seg funds, like guaranteed variable annuities in the U.S., expose their issuers to catastrophe risk – namely, the low frequency, but potentially high severity risk of a prolonged downturn in the equity markets, resulting in reduced seg fund asset values and potential losses on guaranteed benefit payments. In Canada, this risk is magnified by the prevalence of maturity guarantees, which, unlike death benefits, pay out with certainty at a specified contract maturity date (assuming no previous lapsation). We believe that significant individual guaranteed seg fund exposures exist, given the recent retreatof reinsurers from this market, and in the absence of effective hedging techniques.
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In 1999, OSFI, with the collaboration of the Canadian Institute of Actuaries (CIA), began to seek a solution to the industry’s growing exposure to guaranteed seg fund risk from a capital and reserving standpoint. In August 2000, a special CIA task force produced a report9 with a recommended framework for establishing total minimum balance sheet requirements (i.e., capital plus reserves, rather than just capital or reserves). Following a review and modification by OSFI, the recommendations culminated in the introduction of a new Mandatory Minimum Continuing Capital and Surplus (MCCSR)10 guideline in December 2000. The new requirements are being phased into the MCCSR capital of Canadian seg fund providers with 50% of the new standards required at year-end 2000, and the full standards required by year-end 2001.

At that time, MFC had seg-fund AUM of $6,767-million. According to MFC’s 3Q08 Earnings Release, segregated funds at 2008-9-30 were $165,488-million, comprised largely of $101,301-million in the US and $29,851 in Canada.

OSFI’s Revisions to Segregated Fund Guarantee MCCSR Rules:

Minimum Capital Dependent on Expected Payment Date: Currently SFG capital is established based on a confidence level of CTE(95) over the term of a contract, regardless of whether the payments are expected to be due next quarter or in 30 years. OSFI believes that the confidence level and the capital requirement should reflect the proximity of the expected cash flows. Therefore, cash flows would be grouped into 3 categories according to expected dates and the following minimum confidence levels would apply: i) due in 1 year or less, CTE(98); ii) due between 1 and 5 years, CTE(95); and iii) due after 5 years, CTE(90).

2. >5 Yr Capital Increases Towards Capital Based On CTE(95): To help ensure sufficient capital is methodically accumulated for cash flows beyond 5 years and to allow such capital to grow towards a CTE(95) capital requirement, a calculation will be performed to measure the amount (the “Adjustment Amount”) that would, if accumulated over the next 20 quarters (and no other changes occur – i.e. all parts of the equation remain the same), be required to adjust the actual >5 year capital at the end of the prior quarter (the “>5Yr Previous Q Required Capital”) to equal the capital required at the end of the current quarter measured at a CTE(95) confidence level (the “Current Q >5Yr CTE(95) Capital). The Adjustment Amount would equal 5% of the amount obtained when the >5Yr Previous Q Required Capital is subtracted from the Current Q >5Yr CTE(95) Capital.

Globe & Mail story Shaken Manulife goes to banks for loan:

During a conference call with analysts, Mr. D’Alessandro acknowledged he had asked the Office of the Superintendent of Financial Institutions, which regulates banks and insurers in Canada, to change certain capital rules as the firm faced the prospect of having to tap equity markets for an infusion

Conference call transcript:

As you can see on this slide in the box in the middle, we are expecting to close the third quarter in our target MCCSR range of 180% to 200% albeit at the lower end of that range.

As you can see, the required capital has increased and the primary driver of the increase in required capital is the impact of the equity markets on the segregated fund guarantees. Available capital has also increased through the notches by expected earnings but also by some capital re-positioning whereby we’ve moved excess capital from other components of the organization into Manulife.

I would just caution at this stage that the Q3 numbers are still estimated as we’re still preparing our final close of the books so all the Q3 numbers that you see in this report are preliminary.
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Our segregated fund guarantee offerings are primarily in three jurisdictions: our US business, our Canadian business, and our Japanese business, and we have approximately $72 billion of net in force of guarantees.

MFC Slideshow, Impact of Equity Markets on Capital Position.

Update, 2008-11-12: Comparison of US & Canadian practice.

Discussion of Internal Models

Update, 2008-11-13: OSFI’s Framework for a New Standard Approach to Setting Capital Requirements.

Update, 2008-11-13:OSFI’s 2001-12-20 Letter to the OSC re Financial Reporting in Canada’s Capital Markets

subsection 22(6) of the OSFI Act requires that the Superintendent report annually “respecting the disclosure of information by financial institutions and describing the state of progress made in enhancing the disclosure of information in the financial services industry.” Prudential regulators, such as OSFI, take an interest in improving disclosure by financial institutions, not only to better serve the interests of their depositors and policyholders but also to promote the application of market discipline as a governance tool. As you are aware, this concept underlies Pillar 3 of the revised Basel Accord and also features in the international supervisory framework for insurance enterprises.