Federal Deposit
Insurance Corporation

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   [¶10,036] In the Matter of Banco Financiero de Puerto Rico, Ponce, Puerto Rico, Docket No. FDIC-89-239b (12-22-89).

   Bank to cease and desist from practices such as operating with inadequate level of primary capital in relation to the kind and quality of its assets, with an excessive level of poor quality assets, with inadequate direction of management by the Board of Directors, with inadequate provisions for liquidity and funds management, and without establishing and following acceptable internal routine and control policies and audit procedures; and violating applicable laws and regulations. (This order was terminated by order of the FDIC dated 1-25-94; see ¶ 15,793.)

   [.1] Primary Capital—Increase—Methods
   [.2] Assets—Adversely Classified—Reduce
   [.3] Loan Loss Reserve—Increase—Review
   [.4] Financial Condition—Amend—File
   [.5] Loans—Extensions of Credit—Curtail—Exception
   [.6] Criticized Assets—Minimum Requirements—Review
   [.7] Definition—"Criticized Asset"
   [.8] Assets—Adversely Classified—Reduce
   [.9] Management—Qualification—Compliance
   [.10] Board of Directors—Increase—Outside Directors
   [.11] Definition—"Outside Director"
   [.12] Liquidity and Funds Management—Written Policies—Minimum Requirements
   [.13] Violations of Law and Regulations—Eliminate and/or Correct
   [.14] Bank Operations—Written Policy—Minimum Requirements
   [.15] Internal Audit—Minimum Requirement—Review
   [.16] Strategic Plan—Minimum Requirements—Review
   [.17] Brokered Deposits—Written Plan—Review
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   [.18] Shareholders—Dividends—Approval
   [.19] Board of Directors—Compliance Committee—Written Reports
   [.20] Shareholders—Disclosure—Cease and Desist Order
   [.21] Compliance—Progress Reports—Frequency

In the Manner of

BANCO FINANCIERO DE PUERTO
RICO
PONCE, PUERTO RICO
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST
   Banco Financiero de Puerto Rico, Ponce, Puerto Rico ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and violations of law and regulations alleged to have been committed by the Bank and of its right to a hearing on such alleged charges under section 8(b) of the Federal Deposit Insurance Act ("Act"), as amended by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub. L. No. 101-73, 103 Stat. 183 (1989) (to be codified at 12 U.S.C. § 1818(b)), and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with counsel for the Federal Deposit Insurance Corporation ("FDIC"), dated December 22, 1989, whereby, solely for the purpose of this proceeding and without admitting or denying the alleged charges of unsafe or unsound banking practices and violations of law and regulations, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and violations of law and regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST

   IT IS HEREBY ORDERED, that Banco Financiero de Puerto Rico, Ponce, Puerto Rico, its successors, assigns, directors, officers, employees, agents, and other institution-affiliated parties, as defined in the Act, as amended by section 204(f)(6) of FIRREA, Pub. L. No. 101-73, § 6204(f)(6), 103 Stat. 183, 193 (1989) (to be codified at 12 U.S.C. § 1813(u)), CEASE AND DESIST from the following unsafe or unsound banking practices and violations of law and regulations:
   (a) Operating the Bank with a level of primary capital which is inadequate in relation to the kind and quality of its assets;
   (b) Operating the Bank with an excessive level of poor quality assets;
   (c) Operating the Bank without adequate direction of operating management by the board of directors;
   (d) Operating the Bank without adequate liquidity and proper regard for funds management;
   (e) Engaging in violations of applicable laws and regulations as more fully set forth on pages 6-a through 6-a-2 of the Report of Examination of the Bank by the FDIC and the Commissioner of Financial Institutions of the Commonwealth of Puerto Rico ("Commissioner"), as of December 31, 1988;
   (f) Operating the Bank without establishing and following acceptable internal routine and control policies and audit procedures.
   IT IS FURTHER ORDERED, that the Bank, its successors, assigns, directors, officers, employees, agents, and other institution-affiliated parties, take AFFIRMATIVE action as follows:

   [.1] 1. (a) By not later than December 31, 1989, the Bank shall increase the ratio of its primary capital to its total assets to not less than 6.5 percent. By not later than June 30, 1990, the Bank shall increase its primary capital to not less than $12,000,000. Thereafter, the Bank shall maintain the ratio of its primary capital to its total assets at not less than 8 percent. For the purposes of this ORDER, the terms "primary capital" and "total assets" shall have the meanings ascribed to them in Part 325 of the FDIC's Rules and Regulations, respectively subsections 325.2(h) and (k), 12 C.F.R. §§ 325.2(h) and (k). Such increase in primary capital and any increase in primary capital necessary to meet and maintain the ratio re- {{3-31-94 p.C-183}}quired by this paragraph may be accomplished by:

   (i) the sale of securities in the form of new common stock; or
   (ii) the direct contribution of cash by the shareholders and/or directors of the Bank; or
   (iii) any combination of the above, or alternative means acceptable to the FDIC and the Commissioner.

   [.2] 2. (a) Within 10 days from the effective date of this ORDER, the Bank shall eliminate from its books, by collection or charge-off, all assets or portions of assets classified "Loss" and 50 percent of all assets or portions of assets classified "Doubtful" by the FDIC and the Commissioner as a result of their examination of the Bank as of December 31, 1988, which have not been previously charged off or collected. In addition, and so long as this ORDER remains in effect, the Bank shall, within 30 days of the receipt of any subsequent Report of Examination of the Bank prepared by the FDIC, eliminate from its books, by collection or charge-off, all assets or portions of assets classified "Loss" and 50 percent of all assets or portions of assets classified "Doubtful" in said Report of Examination.

   [.3] (b) Within 10 days from the effective date of this ORDER, and immediately after effecting the charge-offs made pursuant to paragraph 2(a) of this ORDER, the Bank shall increase the balance in the reserve for loan losses to at least $2,000,000, and thereafter maintain an adequate reserve for loan losses.
   (c) Within 30 days from the effective date of this ORDER, the Bank's board of directors shall adopt a method of computing the balance of the Bank's reserve for loan losses that gives consideration to the volume and composition of the loan portfolio not subject to criticism, as well as to the volume and composition of criticized assets. Thereafter, the Bank's board of directors shall, during the first month of each quarter, reevaluate the reserve for loan losses and make such additional provisions for loan losses that are, in the judgment of the board, necessary to maintain the reserve at an adequate level relative to the volume of risk in the Bank's loan portfolio. All such additional provisions for loan losses shall be made in the first month of the calendar quarter in which the deficiency in the reserve is identified, and shall be reflected in the Report of Condition and the Report of Income filed in such calendar quarter. The minutes of the board of directors of the Bank shall reflect that such reevaluation has been performed, and documentary proof of the method employed in determining the {{4-1-90 p.C-184}}level of the reserve shall be maintained for future regulatory review.
   (d) All increases in the reserve for loan losses, with the exception of recoveries credited directly to the reserve, shall be accomplished by charges to operating earnings through the provision for loan losses.

   [.4] (e) Within 30 days after complying with paragraphs 2(a) and 2(b) of this ORDER, the Bank shall file amended Consolidated Reports of Condition and amended Consolidated Reports of Income so as to accurately reflect the financial condition of the Bank as of December 31, 1988, and as of any subsequent reporting period for which the original Reports of Condition and of Income did not reflect the Bank's compliance with paragraphs 2(a) and 2(b) of this ORDER.

   [.5] 3. (a) Immediately upon the effective date of this ORDER, and notwithstanding any other provision of this ORDER, the Bank shall not extend, either directly or indirectly, any new or additional credit (which, for the purposes of this ORDER, shall include the granting of renewals or extensions, or the capitalizing of accrued interest) to, or for the benefit of, any borrower who is obligated in any manner to the Bank on any extension of credit, or portion thereof, which has been charged off the books of the Bank in whole or in part, or to any affiliate of, related interest of, or other person or entity associated with, any such borrower, so long as any portion of such extension of credit, whether or not that portion was charged off, remains uncollected.
   (b) Immediately upon the effective date of this ORDER, the Bank shall not extend, directly or indirectly, any new or additional credit to, or for the benefit of, any borrower who is obligated in any manner to the Bank on any loan or other extension of credit that has been adversely classified, in whole or in part, by the FDIC and the Commissioner as a result of their examination of the Bank as of December 31, 1988 or as a result of any subsequent examination of the Bank by the FDIC, or to any affiliate of, related interest of, or other person or entity associated with, any such borrower ("classified borrower"), so long as such loan or other extension of credit remains classified or is uncollected. This paragraph 3(b) shall not prohibit the Bank from renewing all or any part of an extension of credit to a classified borrower who is not subject to the prohibitions of paragraph 3(a) of this ORDER, after collection in cash of interest due on the entire extension of credit. The prohibitions of this paragraph 3(b) shall not apply to any extension of credit to a classified borrower who is not subject to the prohibitions of paragraph 3(a) of this ORDER, if:

   (i) the Bank's failure to extend further credit to a classified borrower would be substantially detrimental to the best interests of the Bank;
   (ii) a comparison with the written program adopted pursuant to paragraph 4 of this ORDER shows that the Bank's formal program to eliminate the basis of criticism of said criticized asset is not compromised; and
   (iii) prior to extending any credit, a majority of the Bank's full board of directors approves the extension of credit and certifies, in writing, the specific reasons why failure to so act would be substantially detrimental to the best interests of the Bank. A copy of the board of directors' certification shall be maintained in the credit file of the classified borrower.

   [.8] 6. (a) Within 540 days from the effective date of this ORDER, the Bank shall reduce to not more than 7 percent, the ratio of loans on which interest or principal is past due for 30 days or more to gross loans. If the ratio exceeds 7 percent at the end of such period, a written explanation of the reason for such excess and the status of collection efforts on each such past-due loan shall be reflected in the minutes of the board of directors of the Bank and forwarded to the Regional Director and the Commissioner.
   (b) Within 540 days from the effective date of this ORDER, the Bank shall reduce to not more than 4.5 percent, the ratio of nonaccrual loans to gross loans. If the ratio exceeds 4.5 percent at the end of such period, a written explanation of the reason for such excess and the status of collection efforts on each such nonaccrual loan shall be reflected in the minutes of the board of directors of the Bank and forwarded to the Regional Director and the Commissioner.
   (c) Within 540 days from the effective date of this ORDER, the Bank shall reduce the remaining total of all assets classified "Doubtful" and "Substandard" by the FDIC and the Commissioner as a result of their examination of the Bank as of December 31, 1988, to not more than 75 percent of primary capital, and, subsequently, the Bank shall reduce the total of such assets to not more than 50 percent of primary capital within 720 days from the effective date of this ORDER.
   (d) The requirements of this paragraph 6 of this ORDER shall not be construed as a standard for future operations of the Bank. In addition to accomplishing the foregoing schedule of reductions, the Bank shall eventually reduce all nonaccrual loans, past-due loans, and adversely classified assets of the Bank.
   (e) As used in this paragraph 6 of this ORDER, the word "reduce" means (1) to collect, (2) to charge off, or (3) to improve the quality of adversely classified assets sufficiently to warrant removing any adverse classification, as determined by the FDIC.

   [.9] 7. (a) The Bank shall have and retain qualified management. Each member of management shall have qualifications and experience commensurate with his or her duties and responsibilities at the Bank. The qualifications of management shall be assessed on its ability to:

   (i) Comply with the requirements of this ORDER;
   (ii) Operate the Bank in a safe and sound manner;
   (iii) Comply with applicable laws and regulations; and
   (iv) Restore all aspects of the Bank to a safe and sound condition, including capital adequacy, asset quality, management effectiveness, earnings and liquidity.

   [.10] 8. (a) Within 60 days from the effective date of this ORDER, the Bank shall take all necessary action to increase the board membership to at least eleven of which at least six shall be Outside Directors.
   (b) At the first board meeting convened after the requirements of paragraph 8(a) have been met, but not more than 90 days from the effective date of this ORDER, the Bank shall reconstitute the membership of the board's executive committee, credit committee, audit committee and investment committee so that a majority of the members of each such committee are Outside Directors.

   [.11] (c) For the purposes of this ORDER, an "Outside Director" shall be an individual (1) not in the employ of the Bank who owns not more than five percent of the Bank's outstanding voting stock, and who is not related by blood, marriage or significant business relationship to any stockholder owning more than five percent of the Bank's outstanding voting stock, and (2) whose total outstanding direct and indirect indebtedness to the Bank, including indebtedness of any entity in which the individual has a substantial financial interest, does not exceed the lesser of one percent of the Bank's total capital and reserves or $100,000.

   [.12] 9. Within 30 days from the effective date of this ORDER, the Bank's board of directors shall revise, adopt, and implement acceptable written policies and procedures for liquidity and funds management. {{6-30-91 p.C-187}}Upon adoption by the board of the revised policies and procedures, a copy of each such policy and procedure shall be provided to the Regional Director and the Commissioner. At a minimum, these policies and procedures shall specifically provide for:
   (a) Sufficiently detailed monthly reports to the board of directors to enable it to ensure that the liquidity policy is properly implemented;
   (b) Realistic limits for the liquidity, large liability dependency, loan-to-deposit and interest rate sensitivity ratios;
   (c) Interest rate sensitivity strategies which are flexible and would allow for adjustments to the risk positions to adapt to changing economic environments; and
   (d) Written strategies to increase the Bank's liquidity ratio to the revised minimum established pursuant to paragraph 9(b).

   [.13] 10. Within 30 days from the effective date of this ORDER, the Bank shall eliminate or correct all violations of law and regulations, as described on pages 6-a through 6-a-2 of the Report of Examination of the Bank by the Report of Examination of the Bank by the FDIC and the Commissioner as of December 31, 1988, exclusive of the violation of section 325.3 of the FDIC's Rules and Regulations cited on page 6-a-2 of said Report, which shall be corrected as provided for in paragraph 1 of this ORDER. In addition, within 60 days from the effective date of this ORDER, the board of directors of the Bank shall adopt and implement specific procedures to ensure future compliance with all applicable laws and regulations. Such procedures shall include, but not be limited to, the designation of a qualified compliance officer, who shall be responsible for making the Bank aware, on a continuing basis, of all applicable laws and regulations, and for ensuring compliance therewith. A copy of these procedures shall be forwarded to the Regional Director and the Commissioner.

   [.14] 11. Within 60 days from the effective date of this ORDER, the Bank's board of directors shall revise, adopt, and implement written policies and procedures to provide effective guidance and control over the internal routine and controls of the Bank, in accordance with safe and sound banking practices. Among other provisions, the revised policies and procedures shall specifically provide for correction of all internal routine and controls deficiencies scheduled by the FDIC and the Commissioner as a result of their examination of the Bank as of December 31, 1988. Upon adoption by the board of the revised policies and procedures, a copy of each such policy and procedure shall be provided to the Regional Director and the Commissioner.

   [.15] 12. Within 90 days from the effective date of this ORDER, the Bank's board of directors shall revise, adopt, and implement a comprehensive and continuous internal audit program. This audit program shall include, but not be limited to: submission of periodic reports to the board of directors; a review of conformance with the Bank's operating policies and procedures; and an analysis of the Bank's records, systems, audit controls, and internal routine and controls. The Bank shall forthwith implement any and all recommendations made as a result of any previous or future internal audit program.

   [.16] 13. Within 120 days from the effective date of this ORDER, the board of directors of the Bank shall adopt and implement a strategic plan ("Plan") for the Bank covering at least a three-year period. At a minimum, the Plan shall establish objectives for the Bank's earnings performance, growth, balance sheet mix, liability structure, capital adequacy, and reduction in the volume of nonperforming and underperforming assets, together with strategies for achieving those objectives. Such Plan shall also ensure that growth in the amount of aggregate outstanding loans is prudent relative to the Bank's capital structure, its funding sources, and the ability of Bank's management and staff to administer additional loans. The Plan shall also identify capital, funding, managerial and other resources needed to accomplish its objectives.

   [.17] 14. Upon the effective date of this ORDER, the Bank shall not increase the amount of brokered deposits above the amount outstanding on that date. Within 10 days from the effective date of this ORDER, the Bank shall submit to the Regional Director and the Commissioner a written plan for eliminating its reliance on brokered deposits. The plan should contain details as to the current composition of brokered deposits by maturity and explain the means by which such deposits will be paid or rolled over. The Regional Director or the Commissioner shall have the right to reject the Bank's {{6-30-91 p.C-188}}plan. On the third Monday of each month the Bank shall provide a written progress report to the Regional Director and the Commissioner detailing the level, source and use of brokered deposits with specific reference to progress under the Bank's plan. For the purposes of this ORDER, brokered deposits are defined to include any deposits funded by third party agents or nominees for depositors, including deposits managed by a trustee or custodian when each individual beneficial interest is entitled to or asserts a right to Federal deposit insurance.

   [.18] 15. While this ORDER is in effect, the Bank shall not declare or pay either directly or indirectly any dividends, whether in cash, stock, or otherwise, on its common stock, without the prior written consent of the Regional Director and the Commissioner.

   [.19] 16. The Committee appointed pursuant to paragraph 7(b) of this ORDER shall monitor the Bank's compliance with this ORDER. Within 30 days from the effective date of this ORDER, and at monthly intervals thereafter, such Committee shall prepare and present to the Bank's board of directors a written report of its findings, detailing the form, content, and manner of any action taken to secure compliance with this ORDER and the results thereof, and any recommendations with respect to such compliance. Such progress reports shall be included in the minutes of the Bank's board of directors.

   [.20] 17. Following the effective date of this ORDER, the Bank shall send to, or otherwise furnish, its shareholders of this ORDER (a) in conjunction with the Bank's next shareholder communication and (2) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Unit, 550 17th Street, N.W., Washington, D.C. 20429, for review at least 20 days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to dissemination of the description, communication, notice or statement.

   [.21] 18. By the tenth day of the month following the effective date of this ORDER, and on the tenth day of every month thereafter, the Bank shall provide to the Regional Director and the Commissioner written progress reports detailing the form and manner of any actions taken to secure compliance with this ORDER, and the results thereof. The Regional Director may subsequently permit the Bank to submit such reports less frequently. Such reports may be discontinued when the corrections required by this ORDER have been accomplished and the Regional Director has, in writing, released the Bank from making further reports.
   The effective date of this ORDER shall be 10 days from the date of its issuance.
   The provisions of this ORDER shall be binding upon Banco Financiero de Puerto Rico, its successors, assigns, directors, officers, employees, agents, and other institution-affiliated parties.
   The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC. Pursuant to delegated authority.
   Date of Issuance: December 22, 1989