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Santander's Abbey bid raises governance concerns

Emilio Botín knew that launching a frontal assault on the UK banking market was never going to be a bed of roses. But the 70-year-old chairman of Grupo Santander, Spain's largest bank, and his team were knocked for six by the furore that was unleashed in response to their £8 billion-plus bid for Abbey, the sick man of British banking.

A number of Abbey investors thundered against Santander's corporate governance record. This was all part of a smear campaign, complained Santander, orchestrated by HBOS, the Spanish bank's principal rival in the race to acquire Abbey.

HBOS would not deny or acknowledge the charges, saying only that the press was doing "exactly what it should do, that is to question and query big banks".

Morley Fund Management, a 2.8% shareholder in Abbey, was quoted as saying that Santander "needed to pay more than lip service to corporate governance behaviour".

Broadsides were fired at the Spanish bank's alleged lack of transparency on pay, bonuses and service contracts, as well as the fact that four members of the Botín family sit on the bank's board. As the dust settled, it began to emerge that the market is by no means unanimous in its condemnation of the way Santander is managed.

"When looking at the current Santander situation, it is upsetting that the press is taking such a negative view," says María José Lockerbie, managing director at Fitch Ratings in London. "They have a point in that the Botín family exercises a lot of influence in the bank.

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