servicer evaluation: securitisation services spa · company profile secserv is an italian company...

Servicer Evaluation: SecuritisationServices SpA

Servicer Analysts:

Chiara Sardelli, London (44) 20-7176-3878; [email protected]

Thomas Lawrence, London (44) 20-7176-3503; [email protected]

Table Of Contents

Opinion

Major Ranking Factors

Outlook

Company Profile

Management And Organization

Internal Controls

Loan Administration

Financial Position

Related Criteria And Research

WWW.STANDARDANDPOORS.COM/RATINGSDIRECT DECEMBER 19, 2013 1

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Servicer Evaluation: Securitisation Services SpA

Ranking Overview

Servicing category Ranking

Management and organization

subranking

Loan administration

subranking Outlook

Asset finance and consumer loans master

servicer in Italy

STRONG STRONG STRONG Stable

Residential mortgages master servicer in

Italy


Commercial mortgages master servicer in

Italy


Financial position Sufficient N/A N/A N/A

N/A--Not applicable.

Company Overview

Servicer name Securitisation Services SpA

Date formed and name at incorporation Securitisation Services SpA, 2001

Servicing staff 23 staff over the total 72 employees work in the securitization servicing department which provide

master servicing support

Servicing centers One

Client types Special-purpose entities

Opinion

Standard & Poor's Ratings Services has assigned its STRONG ranking to Securitisation Services SpA (SecServ) as a

residential and commercial mortgages master servicer in Italy. At the same time, we have affirmed our STRONG

ranking on SecServ as an asset finance and consumer loans master servicer. The outlook is stable.

Our ranking reflects our assessment of the company's operations based on the major ranking factors in our criteria (see

"Related Criteria").

Major Ranking Factors

Strengths:

• SecServ has a long track record as a master servicer of secured and unsecured loans in Italy.

• In our view, the company's internal controls system is well-designed and is managed by electronic applications.

• SecServ has an efficient and stable structure, and staff have a range of experience, in our opinion.

• Policies and procedures are very detailed and SecServ revises them annually.

• The company's IT automation level is high, and the IT system guarantees efficient and reliable servicing, in our

opinion.

Weaknesses:

• SecServ's management turnover rate is low, and this could limit the company's ability to have fresh input from new

employees within the management team.

• The company is operating in a mature market. In our opinion, it is therefore important that SecServ maintains its


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competitive advantages for it to keep its market share and have growth potential.

Outlook

The outlook on all of our rankings is stable.

We have affirmed the stable outlook on our ranking of SecServ as an asset finance and consumer loans master servicer

in Italy. At the same time, we have assigned a stable outlook to SecServ's ranking as a master servicer of residential

and commercial mortgages.

SecServ has consolidated its presence in the Italian securitization market and, in our opinion, there are no foreseeable

concerns that our rankings will change by the time of our next review.

Company Profile

SecServ is an Italian company established in 2001 within the Finanziaria Internazionale Holding SpA (FIH) group.

SecServ is an independent servicer that manages securitized transactions backed by different kinds of credits

originated in Italy.

SecServ performs several roles such as computation agent, representative of the noteholders, and master servicer. To

this end, SecServ is registered under Article 107 of Legislative Decree 385/1993 (Italian Banking Act), which enables

financial intermediaries to provide collection and payment services of transferred receivables. As a result, it is subject

to Bank of Italy (BoI) supervision and tighter regulation than servicers not listed under the Article 107 register.


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Our ranking is limited to SecServ's activity as a master servicer. We have ranked SecServ as a consumer loans master

servicer since 2007, and this year we expanded the scope of our assessment to its activity as a residential and

commercial mortgages master servicer. We only took into account SecServ's other functions if we considered they

could have an impact on its master servicing operations.

By the end of August 2013, SecServ held different roles in 42% of Italian securitization entities listed in the BoI's

register (182 out of 426 entities). As of that date, SecServ was acting as:

• Corporate servicer in 187 transactions compared with 153 transactions at the time of our previous visit (April 2012);

• Computation agent in 169 transactions compared with 133 transactions by the time of our previous visit;

• Representative of noteholders in 135 transactions compared with 109 transactions by the time of our previous visit;

• Master servicer in 39 transactions compared with 28 transactions by the time of our previous visit;

• Primary servicer in eight transactions compared with seven transactions by the time of our previous visit; and

• Other roles in 88 transactions compared with 55 transactions by the time of our previous visit.


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In our opinion, business diversity is positive for business continuity, given that it does not jeopardize the company's

stability. We believe this is the case for SecServ, which has consolidated its position by providing different roles to

securitized transactions.

The master servicing business represents about 10% of SecServ's overall activity, both in terms of the number of roles

and revenues. SecServ confirmed that it is a pivotal business area because it helps to attract new mandates in other

roles. The master servicing business has grown steadily during the last two years and the company expects it to grow

even further in 2014 (see chart 2).

Chart 2

As of June 2013, SecServ managed as master servicer a portfolio equal to almost €5.1 billion of gross book value

(GBV) for a total of 588,243 positions of which 82.1% were consumer loans, 14.5% were residential mortgages, and

3.3% were commercial mortgages (see table 1).

Table 1

Master Servicing Portfolio By Performance

Performing 1-30 31 up to litigation Litigation Total

Mil. € # of units Mil. € # of units Mil. € # of units Mil. € # of units Mil. € # of units

Consumer loans (secured) 22 4,285 2 359 5 716 152 16,389 181 21,749


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Table 1

Master Servicing Portfolio By Performance (cont.)

Consumer loans (unsecured) 40 8,596 3 732 7 1,379 1,593 286,339 1,643 297,046

Motor loans 0 0 0 0 0 0 33 3,379 33 3,379

Consumer credit cards 0 0 0 0 0 0 7 2,477 7 2,477

Other leases 1 358 0 24 0 43 7 1 8 1,455

Bank loan 0 0 0 0 0 0 3 1 3 1

Mortgages 171 2 0 0 0 0 736 6,789 907 6,791

Trade receivables 104 3,344 45 10,725 11 796 138 6,539 298 80,255

Tax receivables 0 1 0 0 0 0 0 0 0 1

Others 3 2 0 176 0 245 1,996 172,524 1,999 175,089

Total 341 1,873 50 12,016 23 3,179 4,665 554,318 5,081 588,243

SecServ's portfolios are fairly distributed throughout the main and biggest Italian regions: Lombardia, Campania,

Sicilia, and Lazio (see table 2).

Table 2

Geographical Distribution Of Master Servicing Portfolio

Amount (€) % # of units %

Lombardia 1,037,378,645.47 20.42 104,702.00 17.80

Campania 570,226,444.29 11.22 67,506.00 11.48

Sicilia 565,788,054.27 11.14 69,292.00 11.78

Lazio 521,119,191.79 10.26 46,999.00 7.99

Emilia-Romagna 389,432,426.40 7.67 42,135.00 7.16

Puglia 343,627,761.67 6.76 36,051.00 6.13

Toscana 327,346,559.33 6.44 33,463.00 5.69

All other regions 1,325,646,201.39 26.09 188,095.00 31.98

Total 5,080,565,284.60 100 588,243.00 100

As of September 2013, SecServ was working as a master servicer on behalf of 39 securitized transactions.

We believe SecServ provides reliable service. We will closely monitor its master servicing business evolution to verify

that it is progressing in line with market standards and our STRONG ranking level requirements.

Management And Organization

Our subranking for management and organization is STRONG, based on our view of the following:

Organization and staff

As of September 2013, SecServ employed 72 staff—increasing from 64 staff reported by the end of 2012—including

nine senior managers.

SecServ's structure has not changed since our last review and, in our opinion, it is efficient. All operations units report

to the chief operating officer (COO) who in turn reports to the board of directors. The parent company, FinInt,


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provides IT and HR support. Internal controls reports to SecServ's board of directors and at group level. This

guarantees full independence of the audit, compliance, and risk management departments from operations.

Operations includes different departments, each managing a different role. The securitization services department

consists of 23 staff and is divided into three units: Servicing unit, which is responsible for master servicing; the

computation agent unit; and other services. Operative departments, together with the management control and sales

department, report to SecServ's COO.

As of September 2013, SecServ's COO was temporarily managing the securitization services department, however, the

company is seeking a new department manager. We believe it is important to have a clear separation of key

management roles.

SecServ's organization is completed by a list of several committees comprising senior and middle managers, which

meet either monthly or quarterly (see table 3).


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Table 3

Internal Committees

Committee What Who When

Internal risk Analysis of tracked events in the

internal database

Operational manager, and compliance and internal audit officers Bimonthly

Conflict of

interest

Decisions on conflict of interest

situation

Depending on role involved (managing director, operational manager, role

coordinator, vice role coordinator, and/or compliance officer)

On demand

Sales Quote drafting Managing director, operational manager, and sales On demand

Contractual

review

Transaction documents

compliance with guidelines

Depending on role involved (managing director, operational manager, role

coordinator, vice role coordinator, and/or compliance officer)

On demand

Servicer Servicer events and subservicer

monitoring

Operational manager, role coordinator, and vice role coordinator Periodically

RON Initiatives of the representative of

the noteholders

Managing director, RON coordinator, and compliance officer On demand

RON--Representative of the noteholders.

The senior and middle managers, as well as the master servicing staff, have a high level of tenure (see table 4).

Table 4

Industry Experience/Company Tenure In 2012

Role Average number of years

Experience

Senior managers 18.08

Middle managers 9.52

Staff 4.70

Tenure in current position

Senior managers 18.08

Middle managers 9.52

Staff 4.70

Between July 2012 (the date of our previous review) and September 2013, SecServ hired three new employees in the

securitization servicing department and nine in other units. During that same time period, two people resigned. The

company is expecting to hire four additional junior staff members and one additional senior employee by the end of

2013, in line with its portfolio growth. The total staff turnover rate remains low, despite the increasing number of

employees as reported in chart 4.


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Chart 4

As of September 2013, 15 staff work exclusively on the master servicing portfolio. The overall number of loans under

master servicing management was 588,243 and each employee working in the master servicer unit monitored 39,216

loans on average.

As of September 2013, the company was reporting results that were higher than its business plan targets and it

forecasts that by the end of 2013, it will exceed expected annual results, as it did in 2012.

In 2012, SecServ approved its current strategic plan, which sets guidelines up to 2015. By 2015, SecServ expects to

work in 700 different roles, increasing its market share and its client base. At the same time, the company aims to

increase its profitability by improving efficiency of operations. To this end, the company is working on increasing the

number of supplied ancillary services, raising customers' loyalty, and gaining new business from international investors

buying portfolios of nonperforming loans (NPL). Finally, SecServ targets to improve operational and commercial

synergies with the group.

Training/development

FinInt provides HR support to SecServ. This function manages the recruitment of new staff upon SecServ's request. It

also trains and develops current employees, and improves the working environment.


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The HR department plans annual training, based on the input from SecServ's senior and middle managers, and its

compliance department. SecServ does not have a minimum number of training hours. However, the average number

registered in recent years was more than the yearly 20-hours threshold reported in our criteria. In 2012, the average

number of training hours increased to 118 from 105 in 2011 (excluding induction, see table 6). Employees report their

training hours in a specific form. The HR department revises the forms using the information collected during the

training. The system is not automated, but the procedure requires reconciliation between the information provided by

employees and the information collected by HR.

Table 5

Training Hours (2012)

Induction Regulatory compliance Procedural Management training Soft skills Other Total

Internal training 0.00 6.45 18.32 0.00 0.00 0.00 24.77

External training 0.00 20.69 0.00 2.96 17.55 4.41 45.61

On the job/coaching 24.21 24.36 0.00 0.00 0.00 0.00 48.57

Total 24.21 51.50 18.32 2.96 17.55 4.41 118.95

In 2012 and 2013, training mainly focused on anti-money laundering (AML), accounting procedures, and claims

management. Using external trainers, SecServ organized training on BoI's surveillance of financial intermediaries, and

soft skills such as negotiation, leadership, and communication.

In September 2013, SecServ began a program titled "starting programme" led by FinInt and SecServ managers. The

program complements SecServ's usual induction program. A group of 16 new employees, hired between 2012 and

2013, started it. Upon completion, they will achieve an average of 77 hours of training per person on general

securitization-related subjects, compliance, and internal procedures. In our opinion, this training scheme is a good

solution as it provides common and sound knowledge to all staff.

Staff performance is assessed yearly by comparing the employees' actual activity with the goals established at the

beginning of the year with his or her line manager. There is an initial mid-year review meeting and a final review at the

end of the year.

In 2013, SecServ ran its second staff survey. All of SecServ's employees answered the survey, while only some of them

did during the first edition, in 2012. As a response to the staff survey outcome, SecServ improved company

communication and its staff performance model. We will closely monitor the impact of those actions going forward.

Systems and technology

FinInt provides the IT function, comprising 20 staff, to 450 employees across the FIH group. Three IT employees work

exclusively for SecServ and Eurisko, another company within the group composed by 35 staff. Those dedicated

resources mainly work for SecServ to develop GECA and SARA, SecServ's calendar application and loan management

system, respectively. There are also external providers that help the IT team on third-party applications and specific IT

requests.

FinInt prioritizes its subsidiaries' IT requests and monitors project evolution through an internal application. Similarly,

the group uses a ticketing system to coordinate IT helpdesk support.


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The central core of the SecServ IT platform is the SARA system, which has been developed internally using a

Microsoft SQL server. Staff can access SARA remotely, if necessary, and its level of automation reduces the need for

manual input and fosters efficiency. SARA also offers flexibility in boarding new portfolios by integrating with client

systems using a mapping process.

SARA is fully integrated with a number of other applications that provide a range of automated servicing capabilities.

These include:

• GECA, which facilitates employee workflows and workloads;

• Partecipometro, which incorporates corporate information on securitization entities and has access restricted to the

corporate affairs department related to these entities;

• Archidoc, the document management tool, from which employees can now automatically retrieve documents using

SARA; and

• Accounting software used by the corporate services department.

The integrated IT system allows SecServ to perform detailed monitoring of subservicer facilities, check transaction

documents, upload reports, analyze performance against business plans, trigger analysis, and provide quarterly reports

to the BoI.

In our opinion, the company's IT system has good functionality and a good level of automation.

In 2012, Deloitte ERS assessed SecServ's IT platform to verify robustness, availability, flexibility, and scalability. It did

not raise any critical issues. Nevertheless, following Deloitte ERS' comments, SecServ made some improvements. For

example, the company reviewed its authorizations management and error message alert system.

Finally, in January 2013, SecServ reviewed its remediation system in line with the BoI's new IT security-related

guidelines.

SecServ reviews its disaster recovery (DR) and business continuity (BC) plan annually and updates them when

necessary. The previous DR and BC tests occurred in March 2013 and achieved positive results. The plans require two

hours to switch over to the BC site, which is two kilometers away from SecServ's headquarters. It provides up to 10

operative desks, and while it is on the same power grid, there is also a backup generator in place. Moreover, there is a

second alternative site available in Luxembourg, however, it is too far for what we expect for a DR site. In July 2013,

SecServ tested both sites. As a result, the group approved extraordinary maintenance of the Luxembourg site and set

up a new backup server, improving the data storage capacity.

Critical data is mirrored online in a storage area network, backed up daily, and encrypted and stored offsite.

There is anti-virus software in place to protect the network. There are also mechanisms in place to monitor and avoid

internal or external system intrusion.

Internal Controls

FinInt coordinates SecServ's internal control system at group level. The system is based on a "three lines of control"


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model (see chart 5).

Staff is the first level of control. Each employee is responsible for processing his or her work following internal policies

and procedures. The company designed its internal procedures to help the loan managers minimize errors and

maximize efficiency. Policies and procedures are summarized in detailed manuals and SecServ's senior managers and

compliance officer keep them up-to-date. Loan managers can access specific portfolio manuals directly through the

loan management system. This feature facilitates manual consultation and, consequently, helps employees work.

Compliance, risk management, and AML are the second level of control. SecServ's compliance officer is responsible

for mapping SecServ's risks. Each risk is associated with its potential impact on operations and probability of

occurring, before and after remedy actions. The group's board approves revised risk maps annually. SecServ identified

204 operational risks, 14 strategic risks, and 12 reputational risks in the most recent risk map review. The risk manager

supervises the Internal Capital Adequacy Assessment Process (ICAAP) annual report, drafted by the ICAAP team,

which determines the internal capital required to cope with the risks applicable to the company. The board is in charge

of approving it yearly.

The compliance officer identifies laws and regulations applicable to the company, verifies whether the internal

procedures are compliant with them, and advises operations about their application. The compliance officer also

checks if the internal controls and procedures are suitable for mitigating risks. If necessary, the compliance officer can

propose organizational and procedural changes. By March each year, the compliance officer presents the compliance

review findings to the group's board and statutory bodies, who then approve the next year's activity plan.


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SecServ's compliance officer also manages AML-related issues and is a member of SecServ's 231/2001 law committee,

which aims to prevent related law crimes. Similarly, compliance helps to draft and update policies and procedures, and

trains staff on relevant regulatory issues. In relation to the master servicing activity, the compliance officer verifies

compliance with AML-related issues, privacy policy, BoI relationship, credit national bureau activity, and European

regulation.

The compliance officer also monitors complaints monthly with the operational manager and servicer unit coordinator.

As of December 2012, SecServ reported a very limited number of complaints. Nevertheless, the average amount of

time it takes to solve the issues is higher than the market average. However, this figure includes NPL-related

complaints.

The third level of control is the audit function, which FinInt manages at group level. FIH's internal audit function

comprises three dedicated auditors. One of them manages the SecServ audit review and reports quarterly to the

SecServ statutory auditors and annually to the SecServ board of directors.

The internal audit team monitors auditing on a separate application, which interfaces with SARA. The same

application supports the risk management, AML, and compliance functions.

The audit team can perform audits remotely, which allows for scheduling the plan without disruption to servicing.

Every two months, the operational manager, compliance unit, and internal auditors meet to review outstanding items

in the database.

The audit plan focuses on key risks identified by the internal audit team, and incorporates BoI's directives.

The 2012 audit plan focused on three main areas: communication with regulatory bodies, operations, and core

business. No substantial remarks arised.

We consider that SecServ's audit process is able to identify risky areas and scrutinize them to find any issues, and that

the IT application supports these functions.

Furthermore, there are: 231 committees to verify compliance with Italian law 231/2001, an internal risk control

committee, and the conflict of interest committee to verify risk management activity and address any conflict of

interest, respectively.

Insurance

SecServ have forwarded us its outstanding insurances.

Loan Administration

As of July 2013, SecServ as master servicer was managing 39 portfolios, comprising several asset classes (see chart 6).

SecServ's master servicing portfolio substantially increased between 2011 and 2012, jumping up to €5 million from

almost €3 million. As of June 2013, the company was servicing a portfolio accounting for €5 billion of GBV, slightly

lower than at the start of the year. However, SecServ expects to achieve a positive portfolio growth by year-end. The


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company also forecasts that its current pipeline will guarantee further positive growth in 2014.

Chart 6

Loan management system

The servicing platform comprises several programs built in house or externally provided, as reported in the IT section

above. We summarize the functions supported by SARA for the master servicing activity below.


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While the workflow is not automated, the flow of new business to be allocated is not as high as it is for primary or

special servicers. Therefore, it is not an issue, in our opinion.

New loan set-up

In 2012, SecServ boarded nine portfolios for a total of 283.465 new positions. It already exceeded its 2013 target but it

expects to board more portfolios by year-end.

When pitching for a new portfolio, SecServ obtains comprehensive information from the subservicer on how data will

be received. SecServ can either propose its template to the subservicer or map the sub servicer's template onto its

own. Consequently, the boarding function is highly automated and loans are directly boarded from the subservicer

platform onto SARA. This eases the boarding process when SecServ wins the servicer contract.

In exceptional cases, like a servicer replacement, the company can create a task force if the boarding activity requires

particular attention.

There are six employees specifically trained on the loan boarding process. SecServ informed us that it generally boards


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portfolios onto SARA within two days, on average.

Document tracking

As master servicer, SecServ is not responsible for archiving and tracking the loan's documents.

Payment processing

As master servicer, SecServ is not responsible for processing payments, but it is for the payment reconciliation check.

Master servicing

The master servicing activity includes the monitoring of subservicer activities. As master servicer, SecServ runs regular

subservicer reviews (desk-based with remote access to subservicer's IT system and/or on site), audits on collection

activity, and data checks of the portfolio-under-management (see chart 8). It is company practice to assign an internal

ranking to each subservicer and regularly review and update it throughout the transaction's life.

The master servicing activity begins when SecServ boards a new master servicing portfolio. If the subservicer is new,

SecServ performs an initial on-site visit (the special purpose entity or the investor usually propose the subservicers).


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The on-site visit cycle is every three years, while desk reviews are performed annually. If SecServ deems any findings

as significant, it would shorten its on-site review cycle.

The initial due diligence and subsequent subservicer monitoring follows an established process.

All on-site visits are based on a specific check-list and an internal servicing committee reviews the visit's outcome.

The desk review involves:

• Monthly check on portfolio information provided by the subservicers;

• Quarterly reports to the board of directors and to the statutory auditors about the subservicer performance in

relation to each portfolio (this reporting is compiled through SARA and sent to the BoI); and

• Annual analysis of the subservicers, based on financial highlights, management and organization, collection

procedures, and IT systems, among others ("Relazione di Eleggibilità del Sub Servicer," also compiled through

SARA).

For each subservicer, SecServ drafts an eligibility report and a replacement subservicer schedule. SARA automatically

generates the eligibility report on the basis of predefined criteria. There is a minimum set of features that the

subservicer has to meet for SecServ to consider them to be appropriate. The replacement schedule aims to identify the

possible subservicers that could step in to manage the portfolio if the original one has to be substituted. This considers

the type of organization, the IT system, and the storage capacity. The replacement schedule reports a shortlist of

potential subservicers. The loan manager updates the subservicer eligibility and replacement schedules annually.

Based on the initial or ongoing reviews, the servicing committee evaluates and ranks all of the subservicers. The

ranking can fall into one of three categories: Very satisfactory, satisfactory, and unsatisfactory. Any subservicer that

falls into the latter category is ineligible to act on a transaction and has to be replaced (at boarding or during the

transaction's life). SARA registers the due diligence results. The on-site visit results are also reported to the board of

directors annually.

During 2012, as planned, SecServ successfully worked out 17 on-site visits and one desk review for a subservicer.

Moreover, SecServ performed five initial due diligence visits on-site and two desk reviews. During 2013 and up to July,

SecServ performed seven on-site visits and two desk reviews, plus three initial due diligence visits. Compared with

2012, in 2013 SecServ had more extraordinary visits driven by specific issues arisen during the year, and some

ordinary visits have been rescheduled. In our opinion, this shows the company's ability to react to changes in the

current scenario.

In a number of transactions where SecServ provides master servicing, it also acts in other capacities, such as corporate

servicer or computation agent. These additional duties allow the company additional oversight, certain synergies, and

cross-reference abilities.

The ongoing surveillance activity also implies the control and check of the subservicer's performance in terms of

collections against its business plan, the accuracy of the monthly report, and the reconciliation of the flow of funds.

SARA automatically processes all actions.


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Customer service and investor reporting

SecServ has several reporting duties. Quarterly, the company reports the results of the monitoring activity internally to

the board of directors and externally to the BoI, as required by law. SecServ also monitors and reports statistics to the

BoI both quarterly and monthly. Finally, SecServ reviews the reports produced by the subservicers or manages their

production.

The company trains and deploys all staff on the production of these reports. The reporting process is automated

through SARA, which is in turn linked to the general ledger accounting system. This facilitates timely reporting of

payment reports, investor reports, payment instructions, quarterly schedules for the board of directors, subservicers'

eligibility schedules, and the uploading of subservicers' loan-by-loan files.

In 2012, SecServ appointed a new commercial director who maintains a relationship with current and potential clients.

Currently, the number of clients is not high considering the portfolio size. Therefore, each employee can easily monitor

and follow up with each existing client and can devote efforts to acquiring more.

Outsourcing

SecServ does not outsource any master servicing-related actions.

Financial Position

We deem SecServ's financial position to be Sufficient as a master servicer of consumer loans, residential mortgages,

and commercial mortgages in Italy, reflecting our view on SecServ's and FinInt's ability to sustain servicing operations.

Please note that our financial opinion can be either Sufficient or Insufficient. This opinion does not replace that of a

senior debt or counterparty credit rating.

Related Criteria And Research

Related Criteria

• Revised Criteria For Including RMBS, CMBS, And ABS Servicers On Standard & Poor's Select Servicer List, April

16, 2009

• Servicer Evaluation Ranking Criteria: U.S., Sept. 21, 2004

Related Research

• STRONG Ranking Assigned To Securitisation Services As An Italian Master Residential And Commercial Mortgage

Servicer, Nov. 14, 2013

• Servicer Evaluation: Securitisation Services SpA, July 26, 2012

Additional Contact:

Structured Finance Europe; [email protected]


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