Core Processing? Find the Aces Up Your Sleeve

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Outsourced core processing usually represents regional and community banks’ most significant — and most maligned — contractual relationship. Core technology is a heavy financial line item, an essential component of bank operations and, too often, a contractual minefield.

But contrary to popular belief, it is possible for banks to negotiate critical contractual issues with core processing providers. No matter their size, banks can negotiate both the business and legal terms of these agreements. Technology consultants and outside legal counsel can play impactful, complementary roles to help level the playing field. Be certain that your bank is well advised and allocating adequate resources to these matters.

Critical Contractual Issues
From a legal angle, we at BFKN routinely look at and comment on dozens of separate points in a typical agreement — some of which are of critical importance as the arrangement matures. We have favorably revised termination penalties, service levels and remedies, the definition and ownership of data, caps on annual fee increases, limitations of liability, information security and business continuity provisions, ongoing diligence and audit rights, deconversion fees and the co-termination of all services and products, among many other items.

Exclusivity provisions which prevent banks from securing competing products without incurring penalties are also a focus for many organizations seeking to futureproof their core processing; a vendor reserving exclusivity, whether outright or through volume minimums, can hinder the bank’s ability to innovate.

Engaging External Resources
Banks are generally at a disadvantage in vendor contract negotiations, given that vendors negotiate their forms frequently against many parties and banks do not. Fortunately, there is a robust industry of technology consultants, of varying degrees of competence and quality, that work specifically in the core processing and technology vendor space. Most banks should engage both technology consultants, which can tackle the practical and business angles of the vendor relationship, and outside legal counsel, to focus on legal and regulatory concerns.

When considering whether to bring in outside advisors, executives at institutions considering a change in their vendor or approaching a renewal or significant change in their core processing services should ask the following questions:

  • Has the bank thoroughly evaluated its existing relationship and potential alternatives?
  • Would it be helpful to have an outside consultant with a perspective on the current market review the key business terms and pricing considerations?
  • Is the bank confident that the existing agreement sufficiently details the parties’ legal rights and responsibilities? Could it benefit from an informed legal review?
  • If considering an extension of an existing relationship, can any proposed changes be addressed sufficiently in an amendment to the existing contract, or is it time for a full restatement (and a full review) of the documentation?
  • Are there strategic considerations, such as a potential combination with another entity or the exploration of a fintech venture, that may raise complex issues down the line?

Leveraging Internal Resources
Dedicating the right internal resources also helps banks ensure that they maximize their leverage when negotiating a core processing agreement. As a general matter, directors and senior management should have an ongoing familiarity with the bank’s vendor relationship. For many, this can seem a Herculean task. Core processing contracts often span hundreds of pages and terms are gradually added, dropped and altered through overriding amendments. Nevertheless, by understanding, outlining, and tracking key contractual terms and ongoing performance, directors and senior management can proactively assess the processor and apprise its limitations.

This engagement can result in better outcomes. Are there any performance issues or problems with the bank’s current vendor? If a provider is falling short, there may be alternatives. Diverse technology offerings are introduced to the market continually. Of course, establishing a new relationship can be a painstaking process, and there are risks to breaking with the “devil you know.” Yet we are having more conversations with banks that are exploring less-traditional core technology vendors and products.

Short of a wholesale switch of vendors and products, it is possible for banks to negotiate for contractual protections against a vendor’s limitations. And even if senior management takes the lead in negotiating against the vendor, directors can play a valuable role in the negotiation process. We’ve seen positive and concrete results when the board or a key director is engaged at a high level.

If it’s time to start negotiating with a core processing provider, don’t leave your chips on the table. Fully utilizing both internal and external resources can ensure that the bank’s core processing relationship supports the bank for years to come.

Innovation Spotlight: American Savings Bank

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Jack Kuntz, CEO, American Savings Bank

Jack Kuntz is president and CEO of American Savings Bank, with previous experience as the head of a core processing company. In this interview, Kuntz shares his thoughts about selecting providers, the benefits of investing in technology at both the employee and consumer level, and creating the bank’s most accessible customer service line—his personal cell phone number.

What investments in technology has American Savings Bank made that have added value?
Our investment in technology has been significant over the past three years and has provided a major component to our successful growth. American Savings is a multiregional bank with concentration in two areas of Ohio. One essential technology we employ is an HD video conferencing system which has saved time and money for the bank while reducing employee stress and protecting their safety by not driving two hours one way to attend a meeting. We use the system for everything from board meetings to operational meetings, and the technology is as effective on a PC or smart phone as it is on the big screens. In late 2015, we changed core processing systems, installed a new loan origination system and upgraded to a new mobile app. From a back office perspective, we have installed new and stronger vendor management and cybersecurity systems. All of these new technologies provide a benefit to the bank and our customers.

What made you decide to switch core processing systems?
Switching to a new core provider is the most significant and risky technology decision that a bank can make. Prior to becoming president of a core processor, I was in charge of support and conversions and was involved in dozens of core conversions over a span of nearly two decades. That first-hand knowledge about the costs of a conversion not only in dollars, but in employee stress, customer frustration and overall community reputation was invaluable. I believe there are three basic reasons to change core providers: you are paying too much, the current provider is lacking the products you need, or for some other reason you have lost confidence in the provider. Over the seven-year contract with the new provider, we are saving over 25 percent of our previous technology investment. That is significant as technology is the third largest expense item in our income statement, behind the cost of funding and personnel. Additionally, while having all the products of our prior provider, we were able to secure more commercial capabilities both on the loan and deposit side.

When it comes to implementing a fintech solution, would you rather buy, build or partner?
As a small community bank, building applications is cost prohibitive. In most cases we prefer to outsource major technologies to major players in the market. Our core, for example, is with D+H due to the many products the company offers. This gives our bank a single point of contact to obtain technology as we launch new and different products, as well as providing “one throat to choke” when the inevitable problems occur. When partnering or buying technology for the bank, a rigorous process is followed before a decision is made. Factors considered in our process include the financial strength of the provider, the fit of the product with our needs, viable references and accessibility to the decision makers within the provider’s company. Cost is always a factor but not the final determinant. My father used to say: “If you buy cheap, you buy twice”.

As consumer expectations in banking change, how does American Savings Bank stay connected with this audience?
We have found at American Savings that customer expectations vary in our two Ohio markets. In our metropolitan region, technology is more readily embraced, while the more rural region remains more face-to-face oriented. Having mobile, online loan applications, social media presence and other technologies are a prerequisite in today’s environment. Regardless of the region, we have created two keys to differentiating our brand. First is direct access to the CEO. All our advertising campaigns include my personal cell number. The second key is the reception you receive and the environment we create in our branch network. We provide a warm hello and fresh coffee or water in the lobby of our offices with cookies and pastries. I conveyed to my team that when a customer walks into one of our offices, I want them to feel like they walked into grandma’s house on Christmas Day.