UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

 

FORM 20-F

 

(Mark One)

¨          REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

x          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

OR

 

¨          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

o          SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number: 001-10306

 

THE ROYAL BANK OF SCOTLAND GROUP plc

 

(Exact name of Registrant as specified in its charter)

 

United Kingdom

 

(Jurisdiction of incorporation)

 

RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ, United Kingdom

 

(Address of principal executive offices)

 

Jan Cargill, Chief Governance Officer and Board Counsel, Tel: +44 (0) 131 626 3860, Fax: +44 (0) 131 626 3081

 

PO Box 1000, Gogarburn, Edinburgh EH12 1HQ

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 


 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol (s)

 

Name of each exchange on which registered

 

 

 

 

 

American Depositary Shares, each representing 2 ordinary shares, nominal value £1 per share

 

RBS

 

New York Stock Exchange

Ordinary shares, nominal value £1 per share

 

 

New York Stock Exchange*

American Depositary Shares Series U each representing one Non-Cumulative Dollar Preference Share, Series U

 

RBS

 

New York Stock Exchange

Dollar Perpetual Regulatory Tier 1 Securities

 

RBSP1

 

New York Stock Exchange

5.625% Senior Notes due 2020

 

RBS20A

 

New York Stock Exchange

6.125% Senior Notes due 2021

 

RBS21

 

New York Stock Exchange

6.125% Subordinated Tier 2 Notes due 2022

 

RBS22

 

New York Stock Exchange

6.000% Subordinated Tier 2 Notes due 2023

 

RBS23A

 

New York Stock Exchange

6.100% Subordinated Tier 2 Notes due 2023

 

RBS23

 

New York Stock Exchange

5.125% Subordinated Tier 2 Notes due 2024

 

RBS24

 

New York Stock Exchange

Fixed-to-fixed Reset Rate Subordinated Tier 2 Notes due 2029

 

RBS29A

 

New York Stock Exchange

3.875% Senior Notes due 2023

 

RBS23B

 

New York Stock Exchange

3.498% Fixed Rate / Floating Rate Senior Notes due 2023

 

RBS23D

 

New York Stock Exchange

4.519% Fixed Rate / Floating Rate Senior Notes due 2024

 

RBS23A

 

New York Stock Exchange

4.269% Fixed Rate / Floating Rate Senior Notes due 2025

 

RBS25

 

New York Stock Exchange

4.892% Fixed Rate / Floating Rate Senior Notes due 2029

 

RBS29

 

New York Stock Exchange

5.076% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBS30

 

New York Stock Exchange

4.445% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBS30A

 

New York Stock Exchange

Senior Floating Rate Notes due 2023

 

RBS23C

 

New York Stock Exchange

Senior Floating Rate Notes due 2024

 

RBS24B

 

New York Stock Exchange

 

 


*                 Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.

 


 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None


 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2020   Irish Stock Exchange

Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2021   Irish Stock Exchange

Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes callable 2025   Irish Stock Exchange

 


 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2019, the close of the period covered by the annual report:

 

(Title of each class)

 

(Number of outstanding shares)

Ordinary shares of £1 each

11% cumulative preference shares

5½% cumulative preference shares

Non-cumulative dollar preference shares, Series U

 

12,093,909,192

500,000

400,000

10,130

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

x  Yes      o  No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

o  Yes      x  No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x  Yes      o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x  Yes      o  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

Accelerated filer o

Non-Accelerated filer o

Emerging growth company o 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new ore revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

 

† The term “new or revised financial accounting standard” refers to any update issues by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

o  U.S. GAAP

 

x  International Financial Reporting Standards as issued by the International Accounting Standards Board

 

o  Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

o  Item 17       o  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

o  Yes      x  No

 


 

SEC Form 20-F cross reference guide

 

Item

 

Item Caption

 

Pages

 

PART I

 

 

 

 

1

 

Identity of Directors, Senior Management and Advisers

 

Not applicable

2

 

Offer Statistics and Expected Timetable

 

Not applicable

3

 

Key Information

Selected financial data

Capitalisation and indebtedness

Reasons for the offer and use of proceeds

Risk factors

 

 

52-57, 198-203, 272-284

Not applicable

Not applicable

43-45, 286-300

4

 

Information on the Company

History and development of the Company

Business overview

Organisational structure

Property, plant and equipment

 

 

5-9, 13, 50, 110, 204-205, 212-215, 241, 250, 311-312, 318-320

1-46, 54, 110-112, 117-130, 272, 301-302

22, 50-51, 129, Exhibit 8.1

8,11, 16, 18, 38-42, 205, 246-248

4a

 

Unresolved Staff Comments

 

Not applicable

5

 

Operating and Financial Review and Prospects

Operating results

Liquidity and capital resources

Research and development, patents, licences etc

Trend information

Off-balance sheet arrangements

Tabular disclosure of contractual obligations

 

1-42, 50-63, 176-191

4-9,11-12, 15-18, 22-28, 32, 176-180, 210-220, 257

13, 52-53, 122-133, 177, 198-203,224-227, 237-240, 242-243

Not applicable

1-45, 50-51

126, 134, 144, 251-257

130-133, 246,251

6

 

Directors, Senior Management and Employees

Directors and senior management

Compensation

Board practices

Employees

Share ownership

 

 

46, 64-65, 111

81-107, 216-220, 258

46, 64-80, 110-112

33-37, 47, 201-202

92-104, 204, 210-212

7

 

Major Shareholders and Related Party Transactions

Major shareholders

Related party transactions

Interests of experts and counsel

 

 

111, 301, 303-304

258-259

Not applicable

8

 

Financial Information

Consolidated statements and other financial information

Significant changes

 

 

50-63, 198-203

2, 259

9

 

The Offer and Listing

Offer and listing details

Plan of distribution

Markets

Selling shareholders

Dilution

Expenses of the issue

 

 

111, 244-245, 307

Not applicable

108-109, 307

Not applicable

Not applicable

Not applicable

10

 

Additional information

Share capital

Memorandum and articles of association

Material contracts

Exchange controls

Taxation

Dividends and paying agents

Statement of experts

Documents on display

Subsidiary information

 

 

Not applicable

311-318

303-304

310

309-310

Not applicable

Not applicable

318

Not applicable

11

 

Quantitative and Qualitative Disclosure about Market Risk

 

120, 125, 129, 134-175, 176-186, 224-238, 272-283

12

 

Description of Securities other than Equity Securities

 

 

285

 

 

 


 

SEC Form 20-F cross reference guide continued

 

Item

 

Item Caption

 

Pages

 

PART II

 

 

 

 

13

 

Defaults, Dividend Arrearages and Delinquencies

 

Not applicable

14

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

 

Not applicable

15

 

Controls and Procedures

 

43-46, 72-78, 108-109, 193-197, Exhibits 12.1 and 12.2

16

 

[Reserved]

 

 

16a

 

Audit Committee financial expert

 

72

16b

 

Code of ethics

 

6-9, 11, 29-36, 114, 301

16c

 

Principal Accountant Fees and services

 

74, 220

16d

 

Exemptions from the Listing Standards

 

Not applicable

16e

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

 

Not applicable

16f

 

Change in Registrant’s Certifying Accountant

 

Not applicable

16g

 

Corporate Governance

 

46, 64-69, 110-113

16h

 

Mine Safety Disclosure

 

Not applicable

 

 

 

 

 

PART III

 

 

 

 

17

 

Financial Statements

 

Not applicable

18

 

Financial Statements

 

193-266

19

 

Exhibits

 

321-322

 


 

 

Forward looking statements

 

 

 

 

Cautionary statement regarding forward-looking statements

Certain sections in this document contain ‘forward-looking statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements that include the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘commit’, ‘believe’, ‘should’, ‘intend’, ‘plan’, ‘could’, ‘probability’, ‘risk’, ‘Value-at-Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘may’, ‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations on these expressions.

 

In particular, this document includes forward-looking statements relating, but not limited to: future profitability and performance, including financial performance targets such as return on tangible equity; cost savings and targets; implementation of the RBS Group’s strategy; litigation and government and regulatory investigations, including the timing and financial and other impacts thereof; the implementation of the Alternative Remedies Package; the continuation of the RBS Group’s balance sheet reduction programme, including the reduction of risk-weighted assets (RWAs) and the timing thereof; capital and strategic plans and targets; capital, liquidity and leverage ratios and requirements, including CET1 Ratio, RWA equivalents (RWAe), Pillar 2 and other regulatory buffer requirements, minimum requirement for own funds and eligible liabilities, and other funding plans; funding and credit risk profile; capitalisation; portfolios; net interest margin; customer loan and income growth; the level and extent of future impairments and write-downs, including with respect to goodwill; restructuring and remediation costs and charges; the RBS Group’s exposure to political risk, economic risk, climate change risk, operational risk, conduct risk, cyber and IT risk and credit rating risk and to various types of market risks, including interest rate risk, foreign exchange rate risk and commodity and equity price risk; customer experience including our Net Promotor Score (NPS); employee engagement and gender balance in leadership positions.

 

Limitations inherent to forward-looking statements

These statements are based on current plans, estimates, targets and projections, and are subject to significant inherent risks, uncertainties and other factors, both external and relating to the RBS Group’s strategy or operations, which may result in the RBS Group being unable to achieve the current targets, predictions, expectations and other anticipated outcomes expressed or implied by such forward-looking statements. In addition, certain of these disclosures are dependent on choices relying on key model characteristics and assumptions and are subject to various limitations, including assumptions and estimates made by management. By their nature, certain of these disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated. Accordingly, undue reliance should not be placed on these statements. Forward-looking statements speak only as of the date we make them and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the RBS Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Important factors that could affect the actual outcome of the forward looking statements

We caution you that a large number of important factors could adversely affect our results or our ability to implement our strategy, cause us to fail to meet our targets, predictions, expectations and other anticipated outcomes or affect the accuracy of forward-looking statements we describe in this document, including in the risk factors and other uncertainties set out in the RBS Group’s 2019 Annual Report on Form 20-F and other risk factors and uncertainties discussed in this document. These include the significant risks for the RBS Group presented by: strategic risk (including in respect of: the implementation and execution of the RBS Group’s Purpose-led Strategy, including as it relates to the re-alignment of the NWM franchise and the RBS Group’s climate ambition and the risk that the RBS Group may not achieve its targets); operational and IT resilience risk (including in respect of: the RBS Group being subject to cyberattacks; operational risks inherent in the RBS Group’s business; exposure to third party risks including as a result of outsourcing and its use of new technologies and innovation, as well as related regulatory and market changes; the RBS Group’s operations being highly dependent on its IT systems; the RBS Group relying on attracting, retaining and developing senior management and skilled personnel and maintaining good employee relations; the RBS Group’s risk management framework; and reputational risk), economic and political risk (including in respect of: prevailing uncertainty regarding the terms of the UK’s withdrawal from the European Union; increased political and economic risks and uncertainty in the UK and global markets; climate change and the transition to a low carbon economy; HM Treasury’s ownership of RBSG plc and the possibility that it may exert a significant degree of influence over the RBS Group; changes in interest rates and changes in foreign currency exchange rates), financial resilience risk (including in respect of: the RBS Group’s ability to meet targets and make discretionary capital distributions; the highly competitive markets in which the RBS Group operates; deterioration in borrower and counterparty credit quality; the ability of the RBS Group to meet prudential regulatory requirements for capital and MREL, or to manage its capital effectively; the ability of the RBS Group to access adequate sources of liquidity and funding; changes in the credit ratings of RBSG plc, any of its subsidiaries or any of its respective debt securities; the RBS Group’s ability to meet requirements of regulatory stress tests; possible losses or the requirement to maintain higher levels of capital as a result of limitations or failure of various models; sensitivity of the RBS Group’s financial statements to underlying accounting policies, judgments, assumptions and estimates; changes in applicable accounting policies; the value or effectiveness of any credit protection purchased by the RBS Group; the level and extent of future impairments and write-downs, including with respect to goodwill; and the application of UK statutory stabilisation or resolution powers) and legal, regulatory and conduct risk (including in respect of: the RBS Group’s businesses being subject to substantial regulation and oversight; the RBS Group complying with regulatory requirements; legal, regulatory and governmental actions and investigations (including the final number of PPI claim and their amounts); the replacement of LIBOR, EURIBOR and other IBOR rates to alternative risk free rates; heightened regulatory and governmental scrutiny (including by competition authorities); implementation of the Alternative Remedies Package and the costs related thereto; and changes in tax legislation).

 

The forward-looking statements contained in this document speak only as at the date hereof, and the RBS Group does not assume or undertake any obligation or responsibility to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

The information, statements and opinions contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or solicit of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

 

1


 

Presentation of information

 

 

 

 

In this document, ‘RBSG plc’ refers to The Royal Bank of Scotland Group plc, and ‘RBS’ or ‘RBS Group’ refers to RBSG plc and its subsidiaries.

 

Any information contained on any websites linked or report references in this report is for information only and shall not be deemed to be incorporated by reference in this report.

 

The company publishes its financial statements in pounds sterling (‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling, respectively, and references to ‘pence’ represent pence in the United Kingdom (‘UK’). Reference to ‘dollars’ or ‘$’ are to United States of America (‘US’) dollars. The abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of dollars, respectively, and references to ‘cents’ represent cents in the US. The abbreviation ‘€’ represents the ‘euro’, and the abbreviations ‘€m’ and ‘€bn’ represent millions and thousands of millions of euros, respectively.

 

RBS filed a Form 6-K on 30 April 2019 to restate or represent certain disclosures in RBS Group’s Annual Report on Form 20-F for the year ended 31 December 2018, filed on 28 February 2019, in connection with the re-segmentation completed in Q1 2019 and effective from 1 January 2019 and changes in reporting standard IAS12 ‘Income taxes’ effective from 1 January 2019.

 

Any information contained on websites linked or reports referenced in this Annual Report on Form 20-F is for information only and will not be deemed to be incorporated by reference herein.

 

Non-IFRS financial information

As described in the accounting policies on pages 204 to 208, RBS prepares its financial statements in accordance with IFRS as issued by the IASB which constitutes a body of generally accepted accounting principles (GAAP). This document contains a number of adjusted or alternative performance measures, also known as non-GAAP or non-IFRS performance measures. These measures are adjusted for certain items which management believe are not representative of the underlying performance of the business and which distort period-on-period comparison. These non-IFRS measures are not measures within the scope of IFRS and are not a substitute for IFRS measures. These measures include:

 

Measure

Basis of preparation

Additional analysis or reconciliation

RBS return on tangible equity

Profit for the period attributable to ordinary shareholders divided by average tangible equity. Average tangible equity is total equity less intangible assets and other owners’ equity.

Table I on page 268

RBS return on tangible equity excluding FX recycling gain

Profit for the period attributable to ordinary shareholders, adjusted for FX recycling gain, for the period divided by average tangible equity. Average tangible equity is total equity less intangible assets and other owners’ equity.

Table I on page 268

Segmental return on equity

Segmental operating profit adjusted for tax and for preference share dividends divided by average notional equity, allocated at an operating segment specific rate, of the period average segmental risk-weighted assets incorporating the effect of capital deductions (RWAes).

Table I on page 268

Operating expenses analysis – management view

The management analysis of strategic disposals in other income and operating expenses shows strategic costs and litigation and conduct costs in separate lines. These amounts are included in staff, premises and equipment and other administrative expenses in the statutory analysis.

Table II on page 269

Cost:income ratio

Total operating expenses less operating lease depreciation divided by total income less operating lease depreciation.

Table III on page 269

Commentary – adjusted periodically for specific items

RBS and segmental business performance commentary have been adjusted for the impact of specific items such as the Alawwal bank merger, FX recycling gains, push payments fraud costs, strategic, litigation and conduct costs (detailed on pages 55 to 56).

Notable items - page 55
Notable items within
expenses - pages 56

Bank net interest margin (NIM)

Net interest income of the banking business less the NatWest Markets (NWM) element as a percentage of interest-earning assets of the banking business less the NWM element.

Table IV on page 270

 

Performance metrics not defined under IFRS(1)

 

 

 

Measure

Basis of preparation

Additional analysis or reconciliation

Loan:deposit ratio

Net customer loans held at amortised cost divided by total customer deposits.

Table V on page 270

Tangible net asset value (TNAV)

Tangible equity divided by the number of ordinary shares in issue. Tangible equity is ordinary shareholders’ interest less intangible assets.

Page 57.

NIM

Net interest income of the banking business as a percentage of interest-earning assets of the banking business.

Pages 58 to 62.

Funded assets

Total assets less derivatives.

Pages 59 and 63.

ECL loss rate

The annualised loan impairment charge divided by gross customer loans.

Pages 56.

 

Note:

(1)     Metric based on GAAP measures, included as not defined under IFRS and reported for compliance with ESMA adjusted performance measure rules.

 

In Q1 2019,  RBS introduced a new adjusted performance metric, Bank NIM, which is calculated as RBS net interest income and interest-earning assets less NWM net interest income and interest-earning assets. Bank NIM is believed by management to more accurately reflect the performance of the business as net interest income is not considered a main income stream for the NWM segment.

 

2


 

 

 

Strategic report

 

 

 

2019 highlights and our future strategy

 

 

 

Performance against our 2019 targets

4

 

 

Chairman’s statement

5

 

 

Group Chief Executive’s statement

7

 

 

Our Purpose-led strategy

11

 

 

Outlook

13

 

 

2019 Performance at a glance

15

 

 

How we do business

 

 

 

Our operating environment

17

 

 

How we create value

19

 

 

Our businesses & performance

22

 

 

Building a more sustainable bank

 

 

 

Our Values

29

 

 

Stakeholder engagement

30

 

 

Our Customers

31

 

 

Our Colleagues

33

 

 

Climate-related financial disclosures

38

 

 

Risk Management

 

 

 

Risk overview

43

 

 

Top and Emerging Risks

45

 

 

Governance and compliance

 

 

 

Governance at a glance

46

 

 

Board engagement with stakeholders

47

 

 

Business Review

50

 

 

The financial performance of our business and our operating segments.

 

 

 

Governance

64

 

 

A detailed review of our corporate governance and remuneration, including the Report of the directors and annual report on remuneration.

 

 

 

Capital and risk management

114

 

 

Disclosures on our capital, liquidity and funding position and a detailed overview of the management of key risks relating to our business operations.

 

 

 

Financial Statements

192

 

 

Our audited financial statements and related notes, including our report of independent registered public accounting firm.

 

 

 

Risk Factors

286

 

 

A description of certain risk factors that could adversely affect our future results, financial condition and prospects and cause them to be materially different.

 

 

 

 

 

We are a financial services company, providing a wide range of products and services to personal, commercial, large corporate and institutional customers.

 

 

Approval of Strategic Report

 

The Strategic Report for the year ended 31 December 2019 set out on pages 3 to 49 was approved by the Board of directors on 13 February 2020.

 

By order of the Board

 

Company Secretary       Jan Cargill

 

13 February 2020

 

 

 

 

Chairman

Howard Davies

 

 

Executive directors       Alison Rose-Slade

 

Katie Murray

 

Non-executive directors

Frank Dangeard

Baroness Noakes

Alison Davis

Mike Rogers

Patrick Flynn

Mark Seligman

Morten Friis

Lena Wilson

Robert Gillespie

 

 

 

Approach to non-financial performance reporting

 

We note the requirements under the provisions of the Companies Act 2006, relating to the preparation of the Strategic Report which have been amended by the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations 2016, which implements EU Directive 2014/95/EU (on non-financial and diversity information). As a result of these changes, we have integrated non-financial information across the Strategic Report, thereby promoting cohesive reporting of non-financial matters. These include specific sections on where readers can read more on our business model and policies (How we do Business; Building a more sustainable bank), due diligence and outcome of such policies (Governance and compliance), principal risk and mitigatory actions (Risk Management), and performance measures (2019 highlights and our future strategy). We have also begun reporting in accordance with guidance from the International Integrated Reporting Council and the recommendations of the Taskforce on Climate-related Finance Disclosures (TCFD) (Climate-related financial disclosures).

 

Further information on environmental, social, employee and human rights matters, together with detailed information on our sustainability performance can be found on our Sustainable Banking web pages on rbs.com

 

Assurance

 

The scope of work performed by the RBS Group’s independent auditor as part of their review of other information included in the 2019 Annual Report on Form 20-F is described in the report of independent registered public accounting firm to the members of The Royal Bank of Scotland Group plc on pages 193 to 197.

 

In addition, The Royal Bank of Scotland Group plc appointed Ernst & Young LLP to provide limited independent assurance over selected sustainability content marked with (*) within the Strategic Report, as at and for the year ended 31 December 2019.

 

The assurance engagement was planned and performed in accordance with the International Standard for Assurance Engagements (ISAE) 3000 Revised, Assurance Engagements Other Than Audits or Reviews of Historical Financial Information. An opinion was issued and is available on rbs.com. This opinion includes details of the scope, respective responsibilities, work performed, limitations and conclusion.

 

 

3


 

2019 highlights and our future strategy

 

 

4


 

2019 highlights and our future strategy

 

 

 

 

Howard Davies

Chairman

 

 

 

2019 was another year of positive progress for the Bank, set against ongoing political and economic uncertainty.

 

Dear shareholders,

2019 was another year of progress for the Bank, set against ongoing political and economic uncertainty. Further cost reduction, increased lending to our personal and business customers and more dividends for our shareholders are all good outcomes. I am also very pleased that we appointed Alison Rose as Group CEO. Alison brings a wealth of experience from many different roles in the Group and the Board and I look forward to continuing to work with her as we strive to improve the Bank for our customers.

 

On behalf of the Board, I would like to thank Ross McEwan for his immense commitment to RBS throughout his tenure here. The Bank has undergone a substantial transformation, and his leadership was fundamental. I am confident that the work he did during his time here has set us up well for the future.

 

Renaming the RBS Group

Today, we have announced that we plan to rename our parent company. The Royal Bank of Scotland Group plc is intended to be renamed NatWest Group plc later this year. As we evolve our strategic plan, the Board has decided that it is the right time to align the parent name with the brand under which the great majority of our business is delivered. Customers will see no change to products or services as a result of this change and will continue to be served through the brands they recognise today, including the Royal Bank of Scotland. Similarly, our employees will also see no change to the way they work and we will not be moving people out of Scotland as a result of this change.

 

Economic outlook and 2019 financial performance

Uncertainty continues to dominate the political and economic environment. We await further details of the future terms of trade between the EU and UK and what they mean for both the Bank and its customers. The UK economy slowed in 2019 with GDP growth of 1.2% in the year. That was accompanied by lower business investment and slowing house price growth. More encouragingly, unemployment is low and impairments remain very low.

 

The low interest rate environment continues to challenge income growth for UK and European banks. Despite that pressure, the Bank delivered a solid performance, generating a pre-tax operating profit of £4.2 billion and an attributable profit of £3.1 billion or £1.6 billion excluding the FX recycling gain following the merger of Alawwal Bank with Saudi British Bank (SABB). Our stake in Alawwal Bank was a position we have been working to unwind for a number of years as we have refocused on the UK & Republic of Ireland. Another

 

5


 

2019 highlights and our future strategy

 

significant item was an additional charge of £900 million relating to PPI, as, along with other banks, we experienced a significantly higher number of claims than expected as we approached the FCA’s 29 August 2019 deadline.

 

The Bank reduced its operating costs while maintaining a sound control environment. In 2019, operating expenses reduced by £320 million (2018 - £756 million). Costs, excluding strategic, litigation and conduct costs, reduced by £310 million, taking the cumulative cost reduction to £4.5 billion since 2014. The Bank’s balance sheet remains strong, and we obtained a clear pass in the Bank of England stress test in December 2019. Our Common Equity Tier 1 ratio – the key measure of financial strength – is the highest of the major UK banks.

 

Shareholder returns

We are pleased to announce that, subject to shareholder approval at the Annual General Meeting, we will pay a final ordinary dividend of 3 pence per share and a special dividend of 5 pence per share. This year, our total ordinary dividend of 5 pence per share is excluding the post-tax FX recycling gains of £1.6 billion, given this is purely an accounting adjustment. If approved, this will mean that we have returned £4.2 billion in capital to shareholders since we resumed dividend payments in 2018, of which £2.6 billion has gone to the UK taxpayer.

 

Looking ahead, we expect to maintain ordinary dividends of around 40% of attributable profit and retain approval from shareholders to buy back shares - equivalent to 4.99% of the RBS Group’s issued share capital - from HM Treasury. Any buyback of these shares will be at the discretion of HM Treasury, but the Board believes that participating in government share sales in the future is an excellent mechanism to return excess capital to shareholders in an efficient way.

 

Becoming more diverse and inclusive

Our renewed sense of purpose is reflected in continued efforts to become more diverse and inclusive. We are making progress towards our goal of having at least 30% senior women in our top three leadership layers in each of our businesses by 2020 and to be fully gender balanced across the Bank by 2030.

 

Since the introduction of our targets, we have seen an increase in the proportion of women in senior roles. Currently the top three leadership levels in 10 of our 12 business areas have more than 30% women. On aggregate across the entire Bank, that translates to women filling 35% of roles in the top three leadership levels – a 6% increase since targets were introduced.

 

In our top 4,000 leadership positions, female representation has improved, with 44% women in those roles. That is a 12% increase over the same timeframe. So we are making progress but must continue with momentum to meet our ambition of having a fully gender balanced workforce at all levels of the organisation by 2030.

 

We also continue to focus on building an ethnically diverse organisation. Our plan involves positive action and includes reciprocal mentoring, targeted development workshops and leadership programmes and ensuring we have a Black, Asian and Minority Ethnic (BAME) focus on recruitment, talent identification and promotion. We introduced formal UK targets at the start of 2018 to improve the representation of BAME/non-white colleagues in our top four leadership layers to at least 14% by 2025. At the end of 2019 we had 9% BAME/non-white colleagues in those layers and employed 15% BAME/non-white staff across the UK.

 

Listening to and engaging with stakeholders

During 2019, we conducted regular engagement with a broad range of stakeholders, ensuring their views informed our discussion and thinking. Engagement included visits and the ‘Meet the Board’ event with colleagues. Our Colleague Advisory Panel (CAP) met twice in 2019, providing a valuable mechanism for colleagues to gain a greater understanding of the Board’s role and provide feedback to directors. Two-way communication is crucial for both colleagues and Board members and embodies the open and inclusive culture of the Bank. Furthermore, we hold regular retail shareholder events, where shareholders can ask questions to a panel of executives and Non-Executive Directors and learn more about the business, our progress to date and our plans for the future. We held two such events during 2019, one of which was our first virtual shareholder evening.

 

Board changes

In addition to the change of Group CEO, Brendan Nelson stepped down as a non-executive director on 25 April 2019. Patrick Flynn succeeded Brendan as Chairman of the Group Audit Committee. Aileen Taylor left the role of Chief Governance & Regulatory Officer and Board Counsel, and Company Secretary on 5 August 2019 following 19 years with RBS. Jan Cargill, previously Deputy Secretary and Director, Corporate Governance, has very successfully stepped up to the role of Chief Governance Officer and Company Secretary. I would like, once again, to thank Brendan and Aileen for their contributions to the Bank over many years.

 

Conclusion

Today marks an exciting and important moment for the Bank, our customers and our shareholders, as we look forward and set out how our strategy will evolve over the coming years. By building on solid foundations, putting a focus on Purpose at the centre of our decision making and refreshing our approach to deliver a better service for customers, we will create a more sustainable Bank, and in turn more sustainable returns, for you, our shareholders.

 

 

 

 

 

 

 

We are pleased to announce that, subject to shareholder approval at the Annual General Meeting, we will pay a final ordinary dividend of 3 pence per share and a special dividend of 5 pence per share.

 

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2019 highlights and our future strategy

 

 

 

 

Alison Rose

Group Chief Executive

 

 

 

We champion potential, helping people, families and businesses tothrive.

 

Dear shareholders,

It is a privilege to be writing to you as CEO of the company that I joined as a graduate more than 25 years ago. I am truly excited by the opportunity to lead the Bank as we set out a new commitment to become a Purpose-led organisation, which will champion the potential of people, families and businesses across the communities we serve.

 

A period of unprecedented disruption

We, like our customers, are living in a period of unprecedented disruption – whether it is the struggle to get on the housing ladder or starting a business, the rapid growth of disruptive technology, an ageing population, the emergence of the gig economy or the existential impact of climate change. The way people live is changing, and their expectations of companies are changing too. I firmly believe in response, we have to adopt a new approach that moves away from a view that is defined by products and transactions, and uses the strength of the relationships we have with all of our stakeholders as the real test of our progress.

 

This disruption is happening against the backdrop of a highly uncertain economic environment. UK economic growth remains subdued, compared to its historic trend, and interest rates are likely to be lower for longer. This has an impact on our ability to generate net interest income. Business confidence continues to be affected by the UK’s departure from the EU as our customers await certainty over the future terms of trade. Consumer confidence on the other hand continues to be supported by a relatively strong UK employment market and we are seeing good volumes in our mortgage business as a result. We still see opportunities to grow in our key target markets despite some of these challenging trends.

 

Purpose-led organisation – Building more sustainable returns

Today marks a new era, as we provide an update to our plans and a new Purpose for the Bank that will help us become a more sustainable business, delivering better outcomes for our customers and our shareholders.

 

We are privileged to play a central role in the UK economy. That brings with it, a deep responsibility to the communities we serve and to wider society. That is why we have a refreshed Purpose:

 

We champion potential, helping people, families and businesses to thrive.

 

We won’t get everything right every time, but this simple expression will be the standard to which we will hold ourselves.

 

Sustainable returns, however, can only come from a sustainable business model and building a Purpose-led bank must underpin the services we provide.

 

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2019 highlights and our future strategy

 

It also means we must play our role in tackling the issues which hold people, families and businesses back.

 

The Board and management team have worked together to define an approach to becoming a Purpose-led organisation based on balancing the interests of all our stakeholders. As part of this, we have worked with the not-for-profit organisation a Blueprint for Better Business.

 

We have informed our approach using their framework that identifies the need to be: Honest and Fair with Customers and Suppliers; A Good Citizen; A Guardian for Future Generations; and A Responsible and Responsive Employer as key drivers to becoming a more sustainable business. In addition, we have analysed what is driving the changes in our own customer behaviours and the subsequent trends borne from their experiences. This forms the building blocks for the plans we are setting out today.

 

It is essential that our Purpose underpins our strategy and the decisions we make on the future direction of the business. At a practical level, we have been reviewing how to embed Purpose within Board forums and processes to ensure it is a central part of how we work. We are very clear that our Purpose must apply across the whole organisation and to everything we do. We are also clear that getting this right will take time.

 

Three initial areas of focus where we can make a substantial impact

We have identified three areas of focus where we can make a substantial impact in addressing challenges that threaten to hold people, families and businesses back:

 

·             Enterprise, and the barriers that too many face to starting a business;

·             Learning, and what we can do to improve financial capability and confidence for our customers, as well as establishing a dynamic learning culture for our employees; and

·             Climate, and the role we can play in accelerating the transition to a low carbon economy.

 

We have set out some significant ambitions across these three areas that will deliver important benefits for our customers and the wider economy.

 

An ambition to take the lead in combating the causes of climate change

Today, we are setting a bold new ambition – to be a leading bank in the UK & Republic of Ireland helping to address the climate challenge; by making our own operations net carbon zero in 2020 and climate positive by 2025, and by driving material reductions in the climate impact of our financing activity. We are setting ourselves the challenge to at least halve the climate impact of our financing activity by 2030, and intend to do what is necessary to achieve alignment with the 2015 Paris Agreement.

 

This will be a significant challenge as we, like others, do not yet fully understand what this will require and how it will be achieved, not least as there is currently no standard industry methodology or approach. Solving this will require UK and international industry, regulators and experts to come together and find solutions. We are determined to not just play our part, but to lead on the collaboration and co-operation that is so critical to influencing the transition to a low carbon economy.

 

As a systemic UK bank, we must play an active role and these market leading ambitions underline our position. This is not only the right thing to do, it will give us the opportunity to do more business with our customers, as they transition to a low carbon economy.

 

We are already taking positive steps in the right direction. This year we became one of the Founding Signatories of the United Nations Environment Programme Finance Initiative (UNEP FI) Principles for Responsible Banking, committing to begin strategically aligning our business with the UN Sustainable Development Goals (SDGs) and the 2015 Paris Agreement. We have been reviewing specific SDGs with relevance to our Purpose focus areas of Climate Change, Enterprise and Learning.

 

The Bank continues to support the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) - a voluntary set of guidelines encouraging consistent climate-related disclosures in annual reporting. In 2019, we were one of the first companies worldwide to commit to all the Climate Group initiatives on electric vehicles (EV100), energy productivity (EP100), and renewable power (RE100).

 

In November 2019 we issued the first exclusively social bond under ICMA’s Social Bond Principles in the UK by any financial institution. The impact of the lending funded by this bond will be reported 12 months after issuance, measuring the number of jobs created and retained in some of the UK’s most deprived areas.

 

This is good progress, but we can, and will, do more.

 

Improving financial confidence and becoming a learning organisation

We also know that we have a responsibility to help our customers improve their financial confidence. Our UK-wide financial education programme, MoneySense has now been running for 25 years. We can help children in schools and at home understand the value and importance of finance from an early age. We will target reaching 2.5 million people through financial capability interactions each year. The more confidence our customers have, the more opportunity we will have to provide services to them.

 

I also want to build the confidence and capability of our employees. We already have one of the most qualified workforces in the UK. Today I am setting a target to have all front-line staff professionally accredited within the first twelve months of being in role.

 

Removing barriers to enterprise

As the largest supporter of UK business, we already offer a wide range of support to those who want to start a new business. But we also know that for many, it remains harder than it should be. We are committed to helping create an additional 50,000 new businesses across the UK by 2023, through inspiring and supporting over 500,000 people to consider enterprise as a career option.

 

Our focus will be on under-represented populations, with women making up at least 60% of those we support and more than 20% being Black, Asian, Minority Ethnic-led businesses. We will also make sure that at least 75% of the people we support are in regions outside of London

 

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2019 highlights and our future strategy

 

and the South East. By helping to tackle the barriers to starting a business, there will be more opportunities to help companies grow.

 

Starting with strong foundations, but with much more to do

We have built strong foundations, but our performance doesn’t yet match its full potential and we need to support our customers better at the key moments in their lives. This means running a bank that is safe, simple and smart – supporting our customers with what they need and also making some tough choices in order to deliver for shareholders and colleagues.

 

Safe

Safety and soundness must underpin everything we do. Intelligent risk-taking is why banks exist - to find valuable and sustainable uses for the resources in the economy, and to help customers achieve their ambitions. We have strong capital and liquidity positions and are well placed to help our customers succeed. In today’s digital world, our operational resilience and keeping our customers’ data safe are top priorities. We can never lose sight of this, even as we look to grow. We have announced today that we will reduce our Common Equity Tier 1 ratio (CET 1) over the medium to long-term to around 13-14%. This will ensure that the Bank remains safe, and also allow room for further capital distributions.

 

Simple

We are still too complicated for our customers. Much of the potential value in this Bank is locked in business lines and business models that are too complex and generating too little return. This complexity also creates ‘bad costs’ – costs that provide no benefit to customers.

 

This applies to parts of our NatWest Markets business, where we have shrunk over time but we could do more to increase its focus on our corporate and institutional customers and their needs.

 

Today we are announcing that we will reduce the size of this business by around half, as measured by Risk Weighted Assets, managing down and optimising low-returning capital and inefficient activities. We will build a much smaller and simpler part of the business which will bring customers closer to the services they need, reduce costs and release capital for shareholders.

 

This action will refocus our NatWest Markets products and services on our corporate and institutional customers. We estimate that for 2019, our corporate and institutional customers represented around £75 billion of Risk Weighted Asset equivalents but only generated returns of around 2% on an underlying basis and excluding strategic costs and litigation and conduct costs. We believe that as we refocus NatWest Markets, corporate and institutional customers in the medium to long term will represent around £60 billion of Risk Weighted Asset equivalents and returns will improve to around 8%.

 

Driving out bad costs also means simplifying our core customer journeys, like our account opening and lending application processes. Aligning and accelerating the transformation of these with more automation and less manual processing will save money, deliver better controls and improve service.

 

We are targeting an overall cost reduction this year of £250 million.

 

Smart

Taking a disciplined approach to cost means we can make smart investment choices, investing to improve our services across our retail and commercial customer bases. We will continue to explore the potential for partnerships across industries, and within banking, that can help us innovate faster and ensure our investment is wisely spent.

 

We already have strong relationships with millions of customers in this country, but we can deepen them even further by building propositions that provide support throughout their financial lives. This may mean looking to increase our presence in certain areas including through partnerships, where relevant, to ensure we are helping our customers meet their needs and ambitions.

 

In recent years we have dramatically increased the focus on innovation across the Bank. This has positioned us well with partners, opened up new income lines and helped improve our time-to-market in a number of critical areas. There is an amazing opportunity for NatWest to use its brand and market presence to connect new technology solutions with the problems that hold back potential in the personal, professional and business lives of our customers.

 

This must, however, also be matched by the financial discipline to call time on ventures that don’t deliver and that can’t deliver a big enough impact for our customers and investors.

 

By simplifying our innovation focus, and being disciplined on the internal allocation of capital, we will strengthen the core of the Bank. By making smarter investments in services for our customers we will deepen our leading positions in personal, business, commercial and corporate banking.

 

Delivering sustainable returns

Championing the potential of people, families and businesses is not an add-on to our strategy, it is our strategy. I firmly believe this new Purpose-led approach is what will deliver reliable returns for our shareholders, year in, year out.

 

We will target a return on tangible equity of 9%-11% from a CET 1 ratio of 13%-14% in the medium to long-term. Subject to shareholder approval of our 2019 final and special dividends, we will have returned £4.2 billion to shareholders, with £2.6 billion returned to UK taxpayers since 2018. We have a clear plan to continue to return capital to our shareholders over time.

 

I know from experience, that we only succeed when our customers and wider communities succeed. I am confident that the strategy I have outlined will deliver sustainable long-term shareholder returns and will also build a Bank that the UK and Republic of Ireland can be proud of. We will create lasting value when we champion the potential of those we serve. That is our Purpose and our Strategy.

 

 

 

We are privileged to play a central role in the UK economy. That brings with it a deep responsibility to the communities we serve and to wider society.

 

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2019 highlights and our future strategy

 

 

 

Our Purpose-led strategy

 

A purpose-led bank responding to the changing needs of all stakeholders.

 

Being purposeful is about recognising our business is made up of a network of relationships with multiple stakeholders with different interests. To be purpose-led and create long term sustainable value we need to balance appropriately the interests of all stakeholders and move from being transactional to relationship focused.

 

Purpose will sit at the core of all our decision making, and we will aspire to live by it every day. Delivering on our Purpose will create longer-term, deeper relationships with our customers helping them to thrive throughout their lives. When our customers succeed, our communities succeed, our economy thrives and we too succeed.

 

Our Purpose

 

We champion potential, helping people, families and businesses to thrive

 

 

As part of our shift to being purpose-led there are currently three key areas where we believe our business and role in society means we can make a meaningful contribution.

 

Our areas
of focus

 

 

Our
Ambition

 

 

 

 

 

 

Our
targets
1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our initial areas of focus contribute to UN Sustainable Development Goals

 

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2019 highlights and our future strategy

 

 

 

 

Our purpose-led approach is supported by our Strategic Priorities, taken together with our Bank-wide Financial Targets1, these set out how we will create value and deliver sustainable financial returns for the benefit of all our stakeholders.

 

 

 

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2019 highlights and our future strategy

 

 

 

Outlook(1)

 

 

 

 

RBS, like all companies, continues to deal with a range of significant risks and uncertainties in the external economic, political and regulatory environment. Our central economic forecast, which supports our corporate plan, is in line with consensus as at the end of December 2019 and shows average UK GDP growth of around 1.6% from 2019 to 2023 and continued low interest rates; we expect a base rate cut in the short term and then flat thereafter. Given the current uncertainties we will continue to actively monitor and react to market conditions.

 

2020 Outlook

In the current environment, and recognising ongoing market uncertainty, we continue to expect challenges on income. In addition, we anticipate that regulatory changes will adversely impact income in our personal business by around £200 million.

 

We plan ongoing operating cost take-out by reducing operating expenses excluding strategic costs, litigation and conduct costs and operating lease depreciation costs by £250 million in 2020 compared with 2019. We expect to incur £0.8-1.0 billion of strategic costs during 2020 resulting from a refocusing of NatWest Markets and the continued resizing of the Group’s cost base. We anticipate that NatWest Markets exit, restructuring and disposal costs will be around £0.6 billion in 2020, with around £0.4 billion as disposal losses through income and £0.2 billion through strategic costs.

 

We expect to remain below our through-the-cycle impairment loss rate assumption of 30-40 basis points, although the potential impact on the real economy of ongoing political uncertainties and geopolitical tensions could affect our credit loss outcome. The threat from single name and sector driven events remains.

 

We are targeting lending growth of greater than 3% across our retail and commercial franchises.

 

We expect to end 2020 with risk weighted assets (RWAs) of around £185-190 billion including an estimated £10.5 billion increase associated with the implementation of Bank of England mortgage floors, with NatWest Markets RWAs reducing by around £6-8 billion in the year.

 

RBS Group (RBSG) capital and funding plans focus on issuing £2-4 billion of MREL-compliant instruments, of which we would expect around £1 billion to be issued under our Green, Social and Sustainable Bond Framework, up to £1.5 billion of AT1 and up to £2.5 billion of Tier 2 instruments. As in prior years, we will continue to target other funding sources to diversify our funding structure, including senior secured from NatWest Bank subject to funding and liquidity considerations.

 

Medium term outlook

We expect to achieve a return on tangible equity of 9-11% in the medium to long term. In addition, we expect ongoing operating cost take-out.

 

Within NatWest Markets franchise, we anticipate that RWAs will reduce to around £20 billion in the medium term, which, after accounting for strategic costs and disposal losses, is expected to be capital ratio accretive in year one and over the course of the transition plan period.

 

We anticipate that the overall RWA impact of Basel 3 amendments to be around 5-10% and phased across 2021 to 2023, with the details still subject to regulatory uncertainty on both quantum and timing.

 

RBS Group capital distributions

We expect to maintain ordinary dividends of around 40% of attributable profit. We retain our guidance of CET1 ratio to be approximately 14% at the end of 2021, and we will target a reduction to 13-14% in the medium to long term. We have shareholder and regulatory approval to carry out directed buybacks of the UK government stake in RBS but recognise that any exercise of this authority would be dependent upon HMT’s intentions and is limited to 4.99% of issued share capital in any 12 month period. As a reminder, we have also committed to make further pre-tax contributions to the pension scheme of up to £1.5 billion in aggregate from 1 January 2020 linked to future distributions to RBS shareholders.

 

NatWest Markets Plc

Whilst we have announced a refocusing of the business, NatWest Markets Plc remains a regulated entity and is targeting to maintain a CET1 ratio above 15%, MREL ratio of at least 30%, leverage ratio of at least 4%, and to reduce RWAs by around £14-18 billion in the medium term.

 

NatWest Markets Plc, as a standalone bank, plans to issue £3-5 billion of term senior unsecured instruments in 2020.

 

 

 

Note:

 

(1)    The targets, expectations and trends discussed in this section represent RBS Group’s and NatWest Markets Plc’s management current expectations and are subject to change, including as a result of the factors described in the “Risk Factors” section on pages 286 to 300 and on pages 143 to 156 of NatWest Markets Plc’s 2019 Annual Report and Accounts. These statements constitute forward-looking statements; refer to Forward-looking statements on page 1.

 

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2019 highlights and our future strategy

 

 

 

2019 Performance at a glance

 

 

Strength and sustainability

 

 

 

 

 

 

 

 

 

Total income increased by £851 million, or 6.3%. Excluding notable items, income decreased by £813 million, or 6.3%.

 

Return on tangible equity of 9.4% for 2019 and 4.7% excluding FX recycling gains.

 

 

 

 

 

 

 

 

Maintained a CET1 ratio of 16.2% after accruing £2.7 billion of distributions to shareholders and a £0.4 billion post tax charge in respect of foreseeable pension contributions.

 

Ordinary dividend of 5 pence per share calculated from earnings, excluding FX recycling gains, of 13 pence per share.

 

 

Customer experience

 

 

 

 

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2019 highlights and our future strategy

 

Simplifying the bank

 

 

 

 

In 2019, operating expenses reduced by £320 million (2018 - £756 million). Costs, excluding strategic, litigation and conduct costs, reduced by £310 million, ahead of target, despite incurring an additional £38 million of authorised push payment fraud costs in line with new industry practice.

 

 

 

 

 

 

RWAs reduced by £9.5 billion during 2019 to £179.2 billion, below our £185 – 190 billion guidance, in part reflecting a £4.7 billion reduction associated with the Alawwal bank merger.

 

 

Employee engagement

 

 

 

 

 

 

Our most recent colleague opinion survey showed further improvement in our key measure of engagement, we are above the global financial services norm in all comparable survey categories.

 

 

Colleague sentiment on inclusion is at an all time high at 91 points
(10 points above the global financial services norm)
.

 

 

Supporting sustainable growth

 

 

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How we do business

 

Our operating environment

 

 

 

 

Where to find outmore

 

 

 

Our operating environment continues to evolve at pace across economic, social, environmental, political, regulatory and technological boundaries. We consider external societal megatrends and the UN Sustainable Development Goals to inform our thinking and approach.

 

Economic and political landscape

 

 

 

The UK economy continued to slow in 2019 as uncertainty in relation to the UK’s exit from the EU weighed on activity. Interest rate and foreign exchange markets were also volatile in response to the changing political landscape. The uncertainty weighed on business investment and contributed to slowing house price growth. House prices fell modestly in London and the South East, but transaction levels remained relatively resilient. Low interest rates, very low unemployment and improving wage growth supported demand for mortgage lending. Consumer credit growth continued to gradually cool, influenced by regulatory interventions. Despite economic headwinds, impairments remained at very low levels across all portfolios. A slowing global economy and heightened geopolitical risks, particularly in regard to trade tensions, further complicated the outlook. Despite an uncertain economic outlook, RBS remained focused on meeting the diverse needs of customers locally, across the UK regions and internationally.

 

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How we do business

 

Changing Customer Behaviour

 

 

 

Customers’ needs and behaviours are changing as a result of new technologies, demographic shifts and changing labour patterns. Key trends include the gig-economy which is resulting in changing working patterns and increasing use of new technologies resulting in faster and tailored customer service. RBS understands the importance of supporting customers’ needs and focusing on customer life journeys to tailor services and products that meet their evolving needs and expectations.

 

Climate Change

 

 

 

RBS recognises climate change as a top risk and strategic priority. Ensuring banks manage the financial risks associated with climate change has also risen up the regulatory agenda. Throughout 2019 work continued to integrate climate-related financial risks into the risk framework and to proactively support our customers transition to a low carbon economy.

 

Competition

 

 

 

The level of competition in the UK banking market remained intense in 2019 driven by a combination of technology, lower barriers to entry and regulation including Open Banking. The competitive landscape is evolving as fintech and large technology companies contribute to greater choice for how banking needs are met. RBS remained focused on innovation to evolve our business model and deliver first-class, compelling propositions to our customers. The launch of RBS’s new digital retail and business banks, Bó and Mettle, was a significant milestone in the evolution of our competitive offering.

 

Culture and Colleagues

 

 

 

The Bank’s long-term success depends on building and nurturing a healthy culture where colleagues are engaged, and where our working environment is underpinned by robust risk behaviours.

 

We are proud to be building an inclusive bank which is a great place for all colleagues to work. Culturally, becoming a learning organisation is a strategic priority. We need to prepare colleagues for the future and we continue to focus broader development on the Bank’s Critical People Capabilities.

 

Cyber Security

 

 

 

Disruptive cyber-attacks and fraud remained a growing threat to the industry in 2019. Significant investment continues to prevent, monitor and detect cyber-attacks and fraud. This includes participation in industry-wide initiatives to monitor and anticipate developments aimed at protecting our customers data and assets.

 

Demographics

 

 

 

Demographic shifts mean that the needs and behaviours of our customers are changing, amplified by rapid technological change. Key trends impacting our customers include retiring later and working longer, buying a house later in life and often with the support of family members and more focus on financial planning for retirement. RBS is committed to supporting the evolving needs of our customers ranging from helping first time buyers to supporting customers in vulnerable situations.

 

Financial Capability, Exclusion and Social Inequality

 

 

 

For RBS, supporting financial capability goes beyond delivering fair products and great service. It also means helping our customers, wider society and future generations to develop good money management skills so they are empowered to make better financial decisions. Against a backdrop of weaker economic growth and social inequality there is an increased focus on customers in vulnerable situations and/or precarious financial situations, supporting our diverse range of customers to access suitable banking services and products.

 

Operational Resilience

 

 

 

2019 has seen continued regulatory focus and media coverage on the operational competency of UK banks, including data breaches and technology failures. Ensuring operational resilience remained a commercial imperative for RBS. To provide continuity of service for customers with minimal disruption, RBS must continue to monitor and assess a diverse and evolving array of threats, both external and internal, as well as developing, strengthening or adapting existing control capability to be able to absorb and adapt to such disruptions.

 

Regulation

 

 

 

RBS operates in a highly regulated market which continues to evolve in scope to include competition, financial risks from climate change, customer vulnerability, operational resilience and cyber-attack. The Bank seeks to comply with all regulation and welcomes the positive impact on customers and other stakeholders.

 

Reputation and Trust

 

 

 

Restoring trust and safeguarding reputation remains a key priority for most banks. RBS continues to strive to build a reputation for serving our customers well, and in a safe and secure manner, in addition to generating value for our shareholders and broader society, through the products, services and facilities we provide.

 

Technology and Innovation

 

 

 

The pace of technological change continues to accelerate, influencing the behaviours of our customers and redefining traditional business models. Technologies such as cloud computing and machine learning offer huge opportunities, but also create new risks that must be closely managed. Through 2019, RBS has invested £755 million on technology, helping to deliver innovative solutions for our customers whilst simplifying processes, reducing cost and improving our resilience and stability. For example, facial recognition technology has allowed account opening in under 10 minutes for NatWest Bank personal customers.

 

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How we do business

 

 

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How we do business

 

 

20


 

 

21


 

How we do business

 

 

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How we do business

 

UK Personal Banking

 

 

UK Personal Banking is committed to making banking effortless every day and brilliant when it matters. Customers want to manage their money conveniently and safely and our digital channels make it easier to bank on the go.

 

 

2019

2018

Income (£m)

4,866

5,054

Expenses (£m)

(3,618)

(2,867)

Operating profit (£m)

855

1,848

Net loans to customers (£bn)

158.9

148.9

Risk-weighted assets (£bn)

37.8

34.3

Return on equity (%)

9.6

24.7

 

With security front of mind, we are continually working to fight fraud, identify suspicious transactions and safeguard payments. We are the first UK bank to pilot biometric cards, and the only UK bank to let customers lock their cards via our mobile banking app, yet still get cash from an ATM.

 

When customers want personal support, branch colleagues are there to help, or our community and video bankers can take banking to them. Investment in the latest contact centre technology is also providing a more personal experience over the phone.

 

Using our market leading app, customers can set up a savings goal, download statements, choose how to repay large credit card purchases and view details of their credit cards, current accounts and savings with other banks. 7 million customers use our app across personal and business banking and almost three quarters of active current account customers use online or mobile banking. Reflecting the change in customer behaviour, we also launched our digital only offering, Bò, in the Apple App and Google Play stores.

 

At the end of 2019, more than two thirds of frontline colleagues held Professional Banker qualifications and we also helped one million customers improve their finances with a free financial health check. In 2019 we also began piloting pop-up learning sessions to help customers develop good financial habits.

 

We continued to drive a reduction in unnecessary paper, improving our digital application journeys, launching the UK’s first paperless mortgage and increasing usage of digital statements and correspondence. We have also reduced energy consumption in our branches by 22% in 2019 and all of the electricity we purchased was from renewable sources.

 

Our commitment to customers has resulted in improved UK Personal Banking NPS scores. NatWest moved up three places in the CMA Service Quality Survey rankings for ‘overall service’ in 2019, Customer Trust in RBS is improving. NatWest were also named best online current account provider, best online student account provider and best direct current account provider at the Your Money Awards.

 

Despite challenging operating conditions, UK Personal Banking delivered an operating profit of £855 million. Operating expenses of £3,618 million were £751 million, or 26.2%, higher than 2018. Operating expenses of £2,403 million, excluding strategic, litigation and conduct costs, were 1.0% lower than in 2018 despite incurring an additional £29 million for push payment fraud costs. Gross new mortgage lending was £33.3 billion in 2019, giving a new business market share of approximately 12.5% supporting balance growth of 6.7%, more than double the market, and a stock share of around 10.2%, whilst maintaining a prudent approach to risk and pricing in a very competitive market.

 

 

23


 

How we do business

 

Ulster Bank Rol

 

 

Ulster Bank RoI continues to build a more sustainable bank that supports the communities we operate in, helping more customers than ever to buy a home or build their businesses in 2019.

 

 

2019

2018

Income (m)

£567

€647

£610

€689

Expenses (m)

(£552)

(€630)

(£583)

(€657)

Operating profit (m)

£49

€55

£12

€15

Net loans to customers (bn)

£18.2

€21.4

£18.8

€21.0

Risk-weighted assets (bn)

£13.0

€15.3

£14.7

€16.4

Return on equity (%)

2.3

0.5

 

Ulster Bank RoI made significant improvements to the home buying and ownership journey in 2019, launching a new Home Buying Platform that enables customers to obtain an agreement in principle offer and track the progress of their mortgage application online. We also upgraded our branch network to better serve customers and improve efficiency, testing new design concepts and technology such as Qudini; a branch concierge tool to help customers speak to the right person quicker.

 

As part of our digital first strategy, we continue to invest in our online and mobile banking channels, releasing new mobile app features to help customers create savings goals, lock and unlock their debit card and take control of their spending, including being able to block transactions linked to gambling on their credit card. Ulster Bank RoI also launched ClearSpend, an expenses management app that gives business customers control of their commercial card spending in real-time, along with our new Rate Manager platform, which delivers a simplified and faster fixed rate borrowing option for our SME and Corporate customers.

 

Ulster Bank RoI sponsored over 200 professional qualifications in 2019, upskilling colleagues through programmes such as the Personal Banker qualification for branch staff. We also partnered with Code Institute, Europe’s only credit rated coding bootcamp, giving over 100 colleagues the opportunity to participate in a five day coding challenge.

 

Ulster Bank RoI continues to support renewable energy projects in Ireland and is always looking for ways to reduce its own environmental footprint, becoming the first bank in Ireland to be accredited with the Carbon Trust Standard for zero waste to landfill.

 

Startup, Ulster Bank RoI’s intrapreneurship programme, won the Learning award at the Deloitte Financial Services Innovation Awards in 2019. We also received the IBEC KeepWell Mark accreditation, an award for companies that make their employees’ wellbeing a priority for their business, and were reaccredited with the BITC (Business in the Community), Business Working Responsibly Mark; the only independently audited standard for CSR and Sustainability in Ireland.

 

Operating profit of £49 million (€55 million), increased by £37 million (€40 million) compared to 2018 primarily as a result of higher impairment releases and lower conduct charges as remediation projects near completion. Net loans to customers decreased by £0.6 billion due to a weakening of the euro but increased by €0.4 billion in euro terms reflecting strong personal and commercial lending, offset by the continued run down of the tracker mortgage book.

 

 

24


 

How we do business

 

 

Commercial Banking

 

 

Commercial Banking has professional relationship management at its core and a strong regional network, providing deep sector and business insight to help UK businesses and the UK economy succeed.

 

 

2019

2018

Income (£m)

4,318

4,602

Expenses (£m)

(2,600)

(2,487)

Operating profit (£m)

1,327

1,968

Net loans to customers (£bn)

101.2

101.4

Risk-weighted assets (£bn)

72.5

78.4

Return on equity (%)

8.4

12.1

 

NatWest maintained its #1 NPS position for Commercial customers (1), delivered the first SONIA loan ahead of the industry-wide transition away from LIBOR, and continued to support customers impacted by Brexit both through the dedicated Growth Fund, and as a founding signatory of the UK Government’s SME Finance Charter.

 

We remain at the leading edge of digital developments. Our new merchant acquiring solution, Tyl, was launched to our SME customers, Esme loans, our alternative finance provider, continues to grow, and our next generation digital bank, Mettle, was released on Apple App and Google Play stores. NatWest was the first major UK commercial bank with an API clearing offering for Faster Payments, and the first UK bank to release a secure biometric authentication service for payment approvals in Bankline Mobile, making it easier for our customers to approve payments on the go.

 

In March 2019, we launched ‘Back Her Business’, a female-only crowdfunding programme, which alongside the Rose Review forms part of the Bank’s wider ambition to reduce the entrepreneurial gender gap. Our UK-wide network of Entrepreneur Accelerator hubs continues to evolve, providing support to c.13,000 entrepreneurs in 2019.

 

In November 2019, we issued our inaugural social bond, the first of its kind by a UK Financial Institution, under ICMA’s Social Bond Principles. Our social bond is linked to existing SME lending in areas with the highest levels of unemployment and lowest job creation. We also launched a Digital and Innovation Apprenticeship programme to support individuals from under-represented backgrounds and help the Bank build a diverse workforce.

 

Commercial Banking secured a range of awards in 2019: Lombard was named Best Business Motor Finance Provider at the Business MoneyFacts awards; ClearSpend won Best Initiative in Mobile Payments at the Card & Payments Awards; FreeAgent collected three awards including the best SME accounting software of the year; NatWest was named Best Trade Finance Bank in the UK by Global Finance; and Commercial Banking’s social responsibility has been recognised via awards for Social & Community Finance at the Alternative Investment Awards.

 

Operating profit of £1,327 million was 32.6% lower than 2018 primarily due to £169 million asset disposal and fair value gains in 2018 combined with lower deposit and non interest income, higher impairments and higher strategic costs. Lending across Business Banking, SME & Mid-Corporates and Specialised business was £1.1 billion, or 2.1%, higher than 2018.

 

 

Note:

(1)  MarketVue Business Banking Survey from Savanta, Q4 2019 data (excl. DK). Comparison made among brands with base > 50 in the England & Wales, turning over more than £2 million. Data weighted by region and turnover to be representative of businesses in England & Wales.

 

 

 

25


 

How we do business

 

Private Banking

 

 

Private Banking incorporates the Coutts and Adam & Co. brands to provide a relationship led, digitally enabled, client engagement model. We have been investing in the business, focusing on efficiencies and improving client satisfaction by seeking to meet more of our clients’ needs across the full suite of banking, lending and wealth management products.

 

 

2019

2018

Income (£m)

777

775

Expenses (£m)

(486)

(478)

Operating profit (£m)

297

303

Net loans to customers (£bn)

15.5

14.3

Assets under Management and Administration (1) (£bn)

30.4

26.4

Return on equity (%)

15.4

15.4

 

Note:

(1)  Private Banking manages assets under management portfolios on behalf of UK PB and RBSI. Private Banking receives a management fee from UK PB and clients of RBSI in respect of providing this service.

 

 

Understanding our clients and building lasting connections remains at the heart of our business model. New clients to Private Banking increased to 2,400 in 2019, supported by a 36% increase in referrals from the wider RBS Group. The Coutts Client Council allows us to hear directly from clients, from shaping the proposition to how we build lasting relationships with them, contributing towards the highest client satisfaction score since records began in H2 2017.

 

Private Banking continues to deliver against our digital strategy with more functionality to enable clients to access their complete financial world. Coutts24 and Adam24 call centres augment the digital capabilities and Coutts Connect, a social platform for clients to network, has attracted over 1,700 registrations since inception in 2018.

 

We also value what our employees say about us; the People Council is the voice of our colleagues and acts as custodians of our culture plan. We achieved our highest ever engagement score of +87, four ahead of the Global Financial Services norm.

 

As a Responsible Investor, Coutts integrates ESG factors in investment decision-making processes and ownership practices. Coutts is a signatory of the Principles for Responsible Investing and has Tier 1 ranking from the Financial Reporting Council for its Statement of Compliance with the UK Stewardship Code. In 2019, Coutts became a signatory to the Climate Action 100+, a consortium of asset managers who have come together to change corporate behaviours in some of the largest corporate greenhouse gas emitters globally. Private Banking recognises the importance of our environmental footprint and client engagement on this topic, hosting a high profile client event in 2019 focused on the climate crisis for over 300 attendees, including Sir David Attenborough and Mark Carney.

 

Our award-winning Coutts Institute helps clients make a difference to the causes and communities that they care about and the Coutts Foundation is an internal body which focuses on tackling poverty. Our efforts in philanthropy continued to be externally recognised, with Coutts awarded Best Private Bank for Philanthropic Services by Global Finance at the World’s Best Private Bank Awards 2019 and the Portfolio Asset Manager award for Innovation in 2019.

 

Return on equity of 15.4% was in line with 2018. Operating profit of £297 million was 2.0% lower than in 2018 primarily due to lower deposit income and higher strategic costs partially offset by volume growth and lower back office operations costs. Net loans to customers increased by £1.2 billion, or 8.4%. Assets under management and administration increased by £4.0 billion, or 15.2%, reflecting positive investment performance of £3.2 billion and net new business of £0.8 billion.

 

 

 

26


 

How we do business

 

 

RBS International

 

 

RBSI has established itself as a specialist provider in Funds banking onshore and offshore. It also provides retail and commercial banking services in the Channel Islands, Gibraltar and the Isle of Man, drawing on NatWest Holdings customer propositions. It is a systemic bank in these locations and has focused on becoming number one for customer service, trust and advocacy.

 

 

2019

2018

Income (£m)

610

594

Expenses (£m)

(264)

(260)

Operating profit (£m)

344

336

Net loans to customers (£bn)

14.1

13.3

Risk-weighted assets (£bn)

6.5

6.9

Return on equity (%)

25.7

24.4

 

RBSI has started to work with trusted technology partners to serve customers future needs. To help colleagues respond to rapid change, RBSI has launched a multi-stage training program, covering future work-force capabilities and innovation, which will continue into next year.

 

We have made it quicker to open personal savings accounts and request credit. For sole applicants, automated account opening has enabled the savings account journey for the majority of existing customers to reduce from 14 days to 8 minutes, with over 3,000 new accounts opened this year. There have been 26 updates across RBSI’s Local Banking digital channels; driven by customer feedback, supporting a 17% increase in mobile adoption.

 

Through increased investment in the multi-currency banking platform, eQ, we have improved the digital experience for institutional clients. These include a feedback tool, a live statement view and the ability to re-batch payments. All users have moved to the new version of eQ, making sure everyone has the same great functionality and experience.

 

80% of our colleagues completed the staff opinion survey. Scores improved in all 15 categories and 13 are now above the Global Financial Services norm. Through volunteering and fundraising RBSI raised £61,279 for charity. For the 11th year running, the Bank were proud sponsors of the NatWest International Island Games. The 2019 games, held in Gibraltar, supported 1,700 athletes from 22 participating islands and the Bank’s commitment to sponsor the Games continues in Guernsey 2021.

 

RBSI continues to develop its longer term climate commitments in line with the wider Bank strategic response, supporting renewable energy funds, which invest in a wide array of renewable energy assets including onshore and offshore wind, solar, biomass and other renewable technologies. Additionally, in 2019, RBSI completed its first investor backed leverage facility supporting investment into large scale battery storage projects.

 

Operating profit of £344 million in 2019 was 2.4% higher than 2018 primarily due to increased volumes of customer lending and deposits, driving a £16 million increase in income. Operating expenses of £264 million were £4 million, or 1.5%, higher than 2018. Excluding strategic, litigation and conduct costs, operating expenses were £16 million lower as a £24 million reduction in back office operations costs was partially offset by increased investment spend. Net loans to customers increased £0.8 billion, or 6.0% in 2019, reflecting a Funds sector transfer of £0.5 billion from NatWest Markets and higher volumes in Institutional and Local Banking.

 

 

27


 

How we do business

 

 

NatWest Markets

 

 

NatWest Markets (1) continued to focus on supporting clients consistently with market leading colour, content and ideas.

 

 

2019

2018

Income (£m)

1,342

1,442

Expenses (£m)

(1,418)

(1,604)

Operating loss (£m)

(25)

(70)

Funded assets (£bn)

116.2

111.4

Risk-weighted assets (£bn)

37.9

44.9

 

In Q1 2019, NatWest Markets N.V. commenced fully-integrated support for RBS Group’s customers through its Western European branch network, and on 29 November it became a subsidiary of NatWest Markets Plc.

 

In Q2 2019, Standard & Poor’s upgraded NatWest Markets entities long-term issuer credit rating to A-, strengthening our credit story. NatWest Markets continued to play a leading role in market structural reform. We were first-to-market with our Realised Rate calculator and we acted as the sole solicitation agent for the first ever LIBOR to SONIA bond amendment issued in the market.

 

In Q3 2019 a trading support ‘bot’ (Scout) was launched onto the Symphony collaboration platform, giving clients instant responses to requests for the latest bond prices while improving our efficiency.

 

NatWest Markets continued to develop its track record in Environmental Social Governance (ESG), launching its ESG Product Framework, the first of its kind, to provide clients with ESG-linked investments and help develop the sterling green market to meet a growing regulatory focus on responsible investing. It was also part of a group that raised £10 billion funds in line with the UN Sustainable Development Goals and executed over £2 billion worth of Social Housing issuance helping create 40,000 new homes over the next five years to ease the UK social housing shortage.

 

NatWest Markets’ commitment to clients has been recognised by a number of awards and surveys:

 

·       UK Corporate FX Service Quality Leader – 2018 Greenwich Associates FX Study awarded in 2019

 

·       Tied No. 1 for Interest Rate Derivatives Service Quality –Greenwich Associates European Fixed Income Interest Rate Derivatives 2019

 

·       No.1 European Government Bonds by Market Share – Gilts–Greenwich Associates European Fixed Income Rates 2019

 

·       Risk Solutions House of the Year- Risk Awards 2020 awarded in November 2019

 

Global market conditions continued to be dominated by geo-political uncertainty, creating challenging conditions for our clients and us. Total income decreased by £100 million, or 6.9%, to £1,342 million reflecting lower core income and own credit adjustments (OCA), partially offset by increased legacy income following the £444 million gain on the merger of Alawwal bank with SABB. RWAs decreased by £7.0 billion to £37.9 billion driven by the £4.7 billion reduction following the merger of Alawwal bank with SABB and other legacy reductions.

 

 

Note:

(1)   The NatWest Markets operating segment is not the same as the NatWest Markets Plc legal entity or group. For 2019, NatWest Markets Plc entity includes NatWest Markets N.V. from the 29 November 2019 only, whereas the NatWest Markets franchise excludes the Central items & other segment. For periods prior to Q4 2019, NatWest Markets N.V. was also excluded from the NatWest Markets Plc entity.

 

 

28


 

 


 

Building a more sustainable bank

 

Stakeholder engagement

 

 

 

Defining our Purpose together

On her first day as Group CEO, Alison Rose set out her vision to become a purpose-led bank. The planning had begun more than a year ago, with colleagues involved every step of the way.

 

“Our colleagues will live and breathe our new Purpose, which is why the conversation had to start with them.”Alison Rose, CEO, RBS

 

Over 200 hours of qualitative interviews, team events, focus groups and intranet surveys, combined to provide a powerful body of colleague views. The Board’s Colleague Advisory Panel, and Sustainable Banking Committee enabled Board level engagement. This dovetailed with input from external stakeholders.

 

“Through the Bank’s engagement with Blueprint, it’s heartening to see RBS set themselves the challenge of becoming a purpose-led company.”

Charles Wookey, CEO,

A Blueprint for Better Business

 

Partnering to support customers

New partnerships were established to help customers in vulnerable situations. SafeLives provided expertise on policies, and training focused on awareness raising and support. A pilot with GamCare began using branch space for private consultations and talking therapies.

 

“Banks play an important role in our life, often for many years and sometimes for a lifetime, and they therefore have a crucial role to play in improving the response to abuse, using the insight and tools they have. We’re delighted to see NatWest’s commitment to addressing financial abuse and look forward to working together.”

Suzanne Jacob, OBE, CEO of SafeLives

 

“To be able to offer our support on the high street in NatWest branches will make our help more available to the people that need it most, reducing traditional barriers to access.”

Anna Hemmings, CEO of GamCare

 

Leading in step with clients

Alongside our client Landsec, the Bank achieved a global first by pledging commitments to all three initiatives of an international non-profit organisation. The Climate Group’s EV100 is focused on electric vehicles, EP100 on energy productivity, and RE100 on renewable electricity.

 

“Managing our own footprint is important in tackling climate change. The Bank’s commitments are to switch 300 vehicles to electric, improve energy productivity by 40% and source 100% renewable electricity by 2025. Fulfilling these relies on close relationships with our suppliers. We’re also committed to supporting customers and colleagues on the transition towards a low carbon economy.”

Laura Barlow, Sponsor of Sustainable Energy Forum, RBS

 

“Congratulations to RBS and Landsec on showing it is already possible for the private sector to go further and faster in driving the clean energy transition.”

Mike Peirce, The Climate Group

 

30


 

 


 

Building a more sustainable bank

 

Customer Advocacy and Trust Scores

 

 

 

Personal Banking

 

 

Source: Ipsos MORI FRS 6 month rolling data. Latest base sizes: 2,829 for NatWest (England & Wales); 451 for Royal Bank of Scotland (Scotland). Based on the question: “How likely is it that you would recommend (brand) to a relative, friend or colleague in the next 12 months for current account banking?” Base: Claimed main banked current account customers.

 

Source: Coyne Research 12 month rolling data. Question: “Please indicate to what extent you would be likely to recommend (brand) to your friends or family using a scale of 0 to 10 where 0 is not at all likely and 10 is extremely likely”. Latest base sizes: 352 Northern Ireland; 1,424 Republic of Ireland.

 

 

Business Banking

 

 

Source: Savanta MarketVue Business Banking, YE Q4 2019. Based on interviews with businesses with an annual turnover up to £2 million. Latest base sizes: 1104 for NatWest (England & Wales), 416 for Royal Bank of Scotland (Scotland). Question: “How likely would you be to recommend (bank)”. Base: Claimed main bank. Data weighted by region and turnover to be representative of businesses in Great Britain.

 

 

Commercial Banking

 

 

Source: Savanta MarketVue Business Banking, YE Q4 2019. Based on interviews with businesses with an annual turnover over £2 million. Latest base sizes: 586 for NatWest (England & Wales), 100 for Royal Bank of Scotland (Scotland). Question: “How likely would you be to recommend (bank)”. Base: Claimed main bank. Data weighted by region and turnover to be representative of businesses in Great Britain.

 

 

Trust

 

We also use independent experts to measure our customers’ trust in the bank. Each quarter we ask customers to what extent they trust or distrust their bank to do the right thing. The score is a net measure of those customers that trust their bank (a lot or somewhat) minus those that distrust their bank (a lot or somewhat).

 

 

Source: Populus. Latest quarter’s data. Measured as a net % of those that trust Royal Bank of Scotland/NatWest to do the right thing, less those that do not. Latest base sizes: 531 for NatWest (England & Wales), 214 for Royal Bank of Scotland (Scotland).

 

32


 

 


 

Building a more sustainable bank

 

 

34


 

Building a more sustainable bank

 

 

 

Professional standards are important to us and we offer a wide range of learning to support professional development. We work closely with a wide range of professional bodies, government agencies and our peers to maintain and grow professional standards across the industry. We have recently become the first bank to be awarded Corporate Chartered status by the Chartered Banker Institute in recognition of our continuing investment in professional development and our commitment to professional values and advocacy.

 

Sales Excellence is our complete bank-wide sales programme. It teaches the tools and techniques that enable those in sales roles to be the best at ethical, needs-based selling. We were awarded a Princess Royal Training Award for our Sales Excellence programme in 2019.

 

Our female, multicultural and disability development initiatives focus on supporting our colleagues to reach their full potential and manage their careers effectively. These initiatives support our commitment in building a more inclusive bank.

 

We had a second intake on our NextGen talent development programme for high potential colleagues at managerial level, helping them become the future leaders we need. The learning opportunities available through the programme align to the Critical People Capabilities and we received a Princess Royal Training Award in 2019 for our NextGen programme.

 

Investing in Colleagues

We have also transformed our colleagues’ experience by deploying new digital tools. Workday was implemented as a new digital HR platform in November 2019, and includes a mobile app, giving colleagues an experience on par with the digital experience our customers enjoy. We extended ServiceNow to improve how we respond to colleagues queries, and our HR chat bot has expanded helping over 50,000 colleagues to answer their basic queries. These enhancements are enabling us to respond to the evolving world of work and needs of our colleagues.

 

Health and Wellbeing

As a strong component of making RBS a great place to work, wellbeing initiatives have successfully delivered against four pillars; Physical, Mental, Social and Financial Wellbeing. Our internal wellbeing index has increased by a further 2% taking us 3% above other high performing norm companies and 10% above high performing Financial Services companies.

 

We continue to embrace the rapid acceleration of digital wellbeing by offering our colleagues online and on-site wellbeing tools and resources. This year we’ve seen over 27,000 onsite health checks completed across a number of our key hubs and our Workplace Wellbeing Group has grown to c.28,000 members.

 

We continue to support the Time to Change pledge as well as signing up to the Mental Health at Work Commitment, and this year launched our new wellbeing campaign Live Well, Being You. Our month long wellbeing campaign in May 2019 focused on each of our four pillars with a specific focus on Mental Health Awareness Week and we held our third Mental Health Conference with both internal and external delegates.

 

In 2019 we again supported our colleagues through change and have fully utilised the services of our Employee Assistance Programme. In the UK the utilisation of our assistance programme was 16%.

 

 

 

 

Our approach to Human Rights

 

Modern Slavery Act

We are committed to our responsibilities to respect and uphold human rights across our business and sphere of influence. The Modern Slavery Act 2015 (MSA) forms part of our approach to human rights. Our statement is available on rbs.com alongside our Human Rights Position Statement. Our approach covers our customers, our people and our suppliers.

 

Our Customers

Our relationship with our customers is governed by a wide range of risk considerations, including our Anti-Money Laundering (AML) and Environmental, Social, and Ethical (ESE) risk assessments on current and new customers, to consider whether any of their activities carry human rights infringements.

 

Our People

All of our people are legally recruited subject to local jurisdiction and in the UK must meet 1998 Immigration Act requirements. The Bank also has policies and processes such as ‘Our Code’, the ‘Yes Check’ and ‘Speak Up’ and was an early adopter of the Living Wage to support the Bank’s position on Modern Slavery.

 

Our Suppliers

Our Supplier Code of Conduct (SCoC), available on rbs.com, continues to be a contractual requirement and we expect our suppliers to uphold the same values and commitments we have made on social and environmental impacts.

 

35


 

Building a more sustainable bank

 

Inclusion

 

We are proud to be building an inclusive bank which is a great place for all colleagues to work.

 

Our inclusion guidelines apply to all our colleagues globally to make sure everyone feels included and valued, regardless of their background. As at 31 December 2019 our permanent headcount was 64,397. 50% were male and 50% female. Our Inclusion plans apply globally and are formed around five key priorities:

 

Gender Balanced:

 

·    We continue to work towards our goal of having at least 30% senior women in our top three leadership layers in each of our businesses by 2020 and to be fully gender balanced across the bank by 2030.

 

·    As at the 31 December 2019 we have, on aggregate, 35% women in our top three leadership layers, and our pipeline (c.4000 of our most senior roles) has 44% women.

 

·    The mean gender pay gap for NatWest Bank Plc is 30.4% (median: 34.1%) and the mean bonus pay gap is 49.9% (median: 53.8%).

 

·    Our positive action approach for gender, which is benchmarked externally, is helping to ensure that our people policies and processes are inclusive and accessible – from how we attract and recruit, to how we reward and engage colleagues. We are confident this approach is the right one and through time, it will help us achieve a better balance of diversity throughout the organisation.

 

Disability Smart:

 

·    We have plans in place to deliver against all segments of our bank-wide disability plan. It addresses areas for improvement including branch access, accessible services, improving colleague adjustment processes and inserting accessibility checks into our key processes and practices.

 

·    RBS policy is that people with disabilities are given full and fair consideration for employment and subsequent training, career development and promotion based on merit. If colleagues become disabled, it is the policy of RBS, wherever possible, to retain them in their existing jobs or to re-deploy them in suitable alternative duties.

 

·    During 2019 we continued to roll out our Disability Career and Personal Development Programme for colleagues with disabilities which supports development and career progression by addressing common barriers colleagues with disabilities can face. We also extended this Programme externally, hosting delegates from outside the bank at our campus in Edinburgh.

 

Ethnically Diverse:

 

·    We continue to focus on building an ethnically diverse RBS. Our plan focuses on positive action and includes reciprocal mentoring, targeted development workshops and leadership programmes and ensuring we have a Black, Asian and Minority Ethnic (BAME) focus on recruitment, talent identification and promotion.

 

·    From the start of 2018 we introduced formal UK targets to improve the representation of BAME /non white colleagues in our top four leadership layers to at least 14% (in line with the working age UK BAME population identified by the Office for National Statistics) by 2025.

 

·    As at the 31 December 2019 we have on aggregate 9% BAME/non-white colleagues in our top four leadership layers in the UK. We employ 15% BAME/non-white staff across the UK.

 

·    Given our focus on becoming more ethnically diverse and desire to be transparent, we use the same methodology as gender pay gap reporting to look at our ethnicity pay gap.

 

·    The bank’s mean ethnicity pay gap is 11.8% (median: 15.7%), and the mean bonus pay gap is 24.7% (median: 12.3%), which we disclose at an RBS Group Combined UK and Ireland level.

 

LGBT+ Innovative:

 

·    Our LGBT+ agenda continues to deliver a better experience for our LGBT+ colleagues and customers, reflected within our policies and ways of working, across our locations globally. While reflecting local legislation and jurisdictional requirements, we are clear that LGBT+ colleagues and customers are welcome at RBS and will be supported.

 

·    The 2019 Pride season has seen our biggest and boldest attendance ever – supporting and celebrating Pride with customers and colleagues across the UK, Republic of Ireland, Poland and India, showing our support to our LGBT+ colleagues and customers in countries where LGBT+ inclusion is not as progressed as in the UK.

 

Inclusive Culture:

 

·    We continue to support our strong colleague led networks that have c.20,000 members.

 

·    We have flexible working practices in place across the organisation and externally we are again a Top Ten Employer for Working Families in 2019.

 

·    During 2019 we introduced ‘Good Judgement’ inclusion and diversity learning to create a solid platform for behavioural and cultural change, supplementing existing learning.

 

·    For more information on our Inclusion work, including our positive action approaches, refer to rbs.com.

 

 

2019 Gender profile (*)

 

 

 

 

 

 

#Women

#Men

%Women

 

 

CEO

1

0

100

 

 

CEO – 1

3

13

19

 

 

CEO – 2

41

81

34

 

 

CEO – 3

262

472

36

 

 

CEO – 4

1579

1987

44

 

 

Target population (CEO – 3 and above)

306

566

35

 

 

 

 

 

 

 

Note: We report to reflect our organisational (CEO) levels. This method more accurately describes our gender balance at leadership/pipeline levels. As well as being more reflective of our organisational structure, this enables comparison to be made externally. This also includes NatWest Holdings CEO-1 level.

 

 

Male

Female

 

 

 

Executive Employees

75 (78%)

21 (22%)

 

 

 

Directors of Subsidiaries

207 (78%)

59 (22%)

 

 

 

 

 

 

 

 

There were 362 senior managers (in accordance with the definition contained within the relevant Companies Act legislation), which comprises our executive population and individuals who are directors of our subsidiaries.

 

 

36


 

 


 

Building a more sustainable bank

 

Climate-related financial disclosures

 

 

 

We recognise that climate change is a critical global issue which has significant implications for our customers, employees, suppliers, partners and ourselves. RBS Group has many years’ experience in supporting our customers’ transition to a low carbon economy but the scale and pace of activity required is now rapidly accelerating. Our ambition is to be a leading bank in the UK & RoI helping to address the climate challenge; by making our own operations net carbon zero in 2020 and climate positive by 2025, and by driving material reductions in the climate impact of our financing activity. We are setting ourselves the challenge to at least halve the climate impact of our financing activity by 2030, and intend to do what is necessary to achieve alignment with the 2015 Paris Agreement1.

 

During 2019, we committed to and joined a number of major initiatives to support this, including:

 

·    Becoming a founding signatory of the UN Environment Programme Finance Initiative’s (UNEP FI) Principles for Responsible Banking which commits us to work towards aligning our strategy with the overall objectives of the 2015 Paris Agreement.

 

·    Jointly the first company globally to commit to all three of the Climate Group’s initiatives on electric vehicles EV100, renewable energy RE100 and energy productivity EP100.

 

·    Participating in the UNEP FI scenario analysis pilot .

 

·    Joining the Climate Financial Risk Forum, established by the FCA and the PRA to develop practical tools to address climate-related financial risks.

 

Climate risk was classified as a top risk in 2019 and we are working to integrate climate related financial risks into our core risk framework. RBS Group has also continued to engage with investors, NGOs and other key stakeholders on the actions we are taking to play our part in addressing this important issue.

 

We remain committed to developing our disclosures in line with the Task Force on Climate related Financial Disclosures (TCFD) recommendations. The table below summarises the work done in 2019 and future planned activity related to each of the TCFD themes:

 

Theme

On-going Progress in 2019

Focus areas for 2020-2021

Governance

Focus on further increasing internal climate related knowledge, skills and abilities at senior levels.

 

Climate change governance roles and responsibilities refreshed, including Senior Managers Regime (SMR) responsibility.

Further establish climate change reporting and monitoring rhythm at Board and Executive level across the RBS Group structure.

 

Continue to enhance Board-level and executive knowledge and visibility of climate change related issues ahead of broader strategic and risk appetite integration discussions.

Strategy

Internal review of climate related risks and opportunities. Continued engagement with external partners to inform development of climate change strategy.

Further develop and implement Group strategy to address climate change that is wholly aligned to RBS Group’s overall vision, purpose, strategy and plan.

Scenario analysis

Detailed review of methodology and best practice as it emerges in the market, including participating in the UNEP FI TCFD scenario analysis pilot.

Develop our climate risk scenario modelling and stress testing capabilities. Carry out climate scenario and stress testing analysis, in particular as part of the 2021 climate risk Biennial Exploratory Scenario (BES) exercise (starting H2 2020). This will develop understanding of how climate risk interacts with key exposures.

Risk Management

Targeted analysis for climate change/physical risk impact on UK residential mortgage portfolio using a range of climate change scenarios.

 

Commenced updating of RBS Group’s Enterprise Risk Management Framework to include climate change in the risk toolkit.

 

Continued review of the Environmental, Social, Ethical (ESE) Risk Management sector policy positions.

Risk identification and measurement, risk management, risk monitoring, and risk reporting to be performed in line with principles set out in the Enterprise Wide Framework.

 

Embed climate change consideration in the Bank’s risk appetite framework in a qualitative manner until climate risk indicators allow incorporation on a quantitative basis. In particular, perform targeted sector and product reviews to improve measurement and assessment of climate related risk factors to inform future management actions.

Metrics and Targets

Sustainable energy funding and financing target of £10 billion for 2018-2020 substantially met in 2019 (£9.9 billion in 2018 and 2019).

 

Jointly the first company globally to commit to RE100, EV100 & EP100.

 

Additional £20 billion funding and financing for climate and sustainable finance between 2020 and 2022. Refer to the strategy section for further targets set as part of our ambition to be a leading bank in the UK and RoI helping to address the climate challenge.1

 

Note:

(1)   The targets, expectations and trends discussed in this section represent RBS Group’s and NatWest Markets Plc’s management current expectations and are subject to change, including as a result of the factors described in the “Risk Factors” section on pages 286 to 300 and on pages 143 to 156 of NatWest Markets Plc’s 2019 Annual Report and Accounts. These statements constitute forward-looking statements; refer to Forward-looking statements on page 1.

 

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Governance

It is recognised that climate change, including the associated financial risks, must have greater prominence at both senior management and Board level across RBS Group. Further details on RBS Group’s Corporate Governance structure is included on page 46.

 

Board and Executive-level activity in 2019 focused on increasing the knowledge and understanding of the financial risks associated with climate change and strategic opportunities. Areas of future development include risk appetite integration, strategic delivery and embedding the agreed climate risk operating model to support Board-level reporting, including Top Risk Reporting as well as quarterly reporting to the Executive Risk Committee and Board Risk Committee.

 

A climate governance map detailing the relevant roles and responsibilities of RBSG plc Board, board committees, management committees and individuals, as well as operational working groups tasked with managing the Bank’s transition, has been prepared to support internal mobilisation and planning. While the Sustainable Banking Committee’s role in overseeing climate related opportunities will continue going forward, the Board and other board committees will also play a prominent role in overseeing the interaction between climate change, strategy and risk appetite.

 

The RBSG plc Board approved the allocation of the responsibility for identifying and managing financial risks from climate change to the Group Chief Risk Officer (CRO) who has been tasked with ensuring that the financial risks from climate change are adequately reflected in risk management frameworks, and that the Bank can identify, measure, monitor, manage, and report on its exposure to these risks.

 

In the second half of 2019, the existing Climate Change Working Group (CCWG) was formalised into an RBS Group wide Climate Change Programme (GCCP). Now co-chaired by the Group CRO and Head of Large Corporates and Institutions, the GCCP Executive Steering Group (ESG) is responsible for coordinating the RBS Group response across climate related regulations, risks and opportunities.

 

The ESG includes cross-franchise and functional representatives from across NatWest Holdings Limited, NatWest Markets Plc and RBS International; and ensures alignment of underlying franchise initiatives and working groups. This includes the efforts of the existing Sustainable Energy Forum (an internal forum with a focus on helping our customers transition towards a low carbon economy) and existing or proposed working groups at franchise and functional level. It also oversees activities around communication and education as RBS Group builds further awareness of Climate Change considerations in support of our ambitions.

 

In October, following approval through the GCCP ESG and the Board, RBS Group provided a response to PRA Supervisory Statement 3/19 ‘Enhancing banks’ and insurers’ approaches to managing the financial risks from climate change’ (SS 3/19). SS 3/19 required RBS Group to provide an RBSG plc Board approved plan outlining how the financial risks of Climate Change will be managed. Our response outlined a multi-phase, multi-year plan to build out capabilities across governance, scenario analysis and stress testing, risk management and disclosures (including TCFD). It recognises that the GCCP plan will be subject to continual monitoring and refinement to ensure it remains responsive to both internal and external stimuli, including market expectations, UK Government policy and other regulatory or international drivers.

 

To inform the continued development of our plan, RBS Group continues to enhance its participation in several climate related initiatives, including the UNEP FI Responsible Banking Principles, UNEP FI TCFD scenario analysis pilot and other TCFD working groups and the PRA and FCA’s Climate Financial Risk Forum.

 

Strategy1

Our Group CEO Alison Rose announced on her first day that she intends to run the Bank with the understanding that if our customers do well, if our economy does well and if our communities do well, then we all succeed together. She was clear that shared success also means playing our part to help tackle the problems that can hold the country back, including the threat from climate change. Addressing this challenge forms a key part of our future strategy.

 

Our ambition to be a leading bank in the UK and RoI helping to address the climate challenge is supported by the following key areas of activity:

 

a.         Helping to end the most harmful activity: We plan to stop lending and underwriting to companies with more than 15% of activities related to thermal and lignite coal; unless they have a credible transition plan in line with the 2015 Paris Agreement in place by end of 2021. We plan a full phase-out from coal by 2030. Also, to stop lending and underwriting to major oil & gas producers unless they have a credible transition plan aligned with the 2015 Paris Agreement in place by the end of 2021.

 

b.         Accelerating the speed of transition:

 

(i)             support our UK & RoI mortgage customers to increase their residential energy efficiency and incentivise purchasing of the most energy efficient homes, with an ambition that 50% of our mortgage book has an EPC or equivalent rating of C or above by 2030.

 

(ii)          we plan to collaborate cross-industry, and create products and services to enable customers to track their carbon impact.

 

(iii)       Coutts Asset Management has set a target to reduce the level of carbon intensity for the equity component of their portfolios by 25% by end of 2021.

 

(iv)       support the drive to decarbonise UK transport through our Mobility Opportunity Group. This is a multi-disciplined centre of excellence working across the Bank and the emerging mobility eco-system to enable us to invest in the development of our product and service offering, in addition to enhancing our market and risk insight to maximise the support for the decarbonisation of UK surface transport.

 

c.   Championing climate solutions: we will provide additional £20 billion funding and financing for Climate and Sustainable finance between 2020-2022. Additionally, we will aim to reserve at least 25% of the spaces

 

Note:

(1)   The targets, expectations and trends discussed in this section represent RBS Group’s and NatWest Markets Plc’s management current expectations and are subject to change, including as a result of the factors described in the “Risk Factors” section on pages 286 to 300 and on pages 143 to 156 of NatWest Markets Plc’s 2019 Annual Report and Accounts. These statements constitute forward-looking statements; refer to Forward-looking statements on page 1.

 

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in our Entrepreneur accelerator hubs for businesses where their core offering supports sustainable environmental activities (including climate solutions).

 

d.   Embedding climate into our culture and decision making: We are revising executive remuneration to reflect achievement of climate targets. We are also setting ourselves the challenge to at least halve the climate impact of our financing activity by 2030, and intend to do what is necessary to achieve alignment with the 2015 Paris Agreement. To do this, we plan to quantify our climate impact and set sector-specific targets by 2022. Further to this, we will integrate the financial and non-financial risks arising from climate change into our EWRMF.

 

We are already working to support our customers’ ambitions to mitigate their emissions, save energy and reduce costs. We have many years’ experience in supporting our customers in the sustainable energy sector – providing bespoke solutions to mitigate their emissions, funding their renewable energy generation, and financing innovative projects to spread new and more efficient energy technologies.

 

Refer to the Our purpose-led strategy on pages 11 and 12 for further details. In 2019, we have continued to help our customers, both small and large, transition towards a low carbon economy by providing funding and financing to the sustainable energy sector. This includes funding for various low carbon generation and energy efficiency technologies, low carbon vehicles and increasingly helping clients raise funds through green bonds, green loans and green private placements.

 

Scenario analysis

In 2019 we included a qualitative assessment of climate risk as one of the contributing factors in our annual ICAAP scenario. To the extent possible, we aim to use the insight from both the UNEP FI TCFD scenario analysis pilot and the BES to make a more quantitative statement about climate risk in the next ICAAP.

 

RBS Group is currently undertaking climate scenario analysis on agriculture and real estate sectors as part of the UNEP FI TCFD scenario analysis pilot. Findings from this analysis will be published in 2020. We are using climate scenarios aligned with the Network for Greening the Financial System (NGFS) recommended framework and developed using Integrated Assessment Models (IAM) by Potsdam Institute for Climate Impact Research (PIK) and the International Institute for Applied Systems Analysis (IIASA). Both physical and transitional risks are being incorporated.

 

We are also developing our own internal climate scenario analysis and stress testing capability. The aim of this work is twofold:

 

· prepare for the BES starting in the second half of 2020, which will explore three climate scenarios over a 30-year horizon to test the financial system’s resilience to physical and transition climate-related risks

 

· develop the necessary methodology and processes to be able to run climate risk scenario analysis for risk management and strategic decision making purposes.

 

We recognise this is a fast evolving space and we will be continually reviewing and updating our approach, scenarios and assumptions as best practice emerges.

 

We are reviewing external modelling specialists and will partner with one, if appropriate, to supplement our in-house analytics. We recognise the unique nature of this risk and the need for us to build our in house expertise.

 

The main outcomes of the various scenario analysis projects we are conducting at the moment are:

 

· identify at the overall portfolio level, the climate related risks and opportunities;

 

· inform our strategic response to the climate challenge;

 

· embed climate within our wider risk framework, including risk management policies and risk appetite.

 

 

The below table summarises the range of finance solutions and energy intelligence we provide to customers to accelerate the transition to a low carbon economy.

 

 

Sustainable energy funding and financing:

 

 

 

Provide lending and wider financing to customers of all sizes for their sustainable energy projects encompassing various low carbon generation and energy efficiency technologies, low carbon vehicles and helping clients raise funds through green bonds, green loans and green private placements.

 

 

 

Products offered:

 

 

 

 

· Asset finance (provided by Lombard, one of our brands)

 

· Structured asset finance

 

· Project finance

 

· Support for infrastructure and renewable energy funds

 

· Green and sustainable bonds

 

· Green and sustainable private placements

 

· Sustainability linked loans

 

 

Note:

 

(1) includes financing of solar, onshore wind, offshore wind, hydro, biomass, anaerobic digestion, LED lighting, energy from waste, smart metering, offshore transmission operators (OFTOs), interconnectors, heat pumps, air and ground source heat pumps, Gas to Grid Plants, Combined Heat & Power (CHP) and alternative fuelled/low-carbon vehicles including hybrid buses.

 

 

 

In addition to the above, we can support customers through:

 

 

 

· RBS Social & Community Capital - our independent charity that runs a fund to help social enterprises who have been declined a loan from a mainstream bank. The project should be financially sustainable and deliver social impact to the local and wider community.

· Energy audits – a service to help customers understand how they could reduce their energy costs or generate their own renewable energy. This service is available to all customers with an energy spend over £10,000 a year or with more complex energy requirements. There is a cost associated with this service.

 

 

 

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Risk management

Within RBS Group, climate risk management builds upon the established Environmental, Social, Ethical (ESE) Risk Management sector policies. Credit approvals consider market and economic factors that are relevant to our customers, which include issues relevant to customers’ exposure to climate risks. All credit approvals are subject to these ESE policies which restrict exposures to high carbon emitting subsectors including mining and energy for example. Specifically, flooding and risks associated with building energy efficiency are already considered as part of our residential mortgage lending process (energy efficiency in buy to let mortgages) and transaction acceptance standards in commercial real estate.

 

We are performing an assessment of the potential financial impact of climate change on the UK mortgage portfolio, with a focus on flood risk from a physical risk perspective and energy efficiency (EPC) from a transitional risk perspective. We are using established methodologies and data from third party providers to establish flood risk at a property level for the UK mortgage portfolio. Factors considered include surface flooding, river, ground water and coastal flooding on a range of scenarios.

 

RBS Group will be working to embed consideration of climate change risks into its wholesale sector framework, which forms the basis for the Bank’s risk appetite to sectors on a qualitative basis initially. Quantitative analysis of flood and EPC related risk in the Commercial Real Estate portfolio will be developed using applicable methodologies from the assessment of our Retail mortgage portfolio.

 

Work to further embed climate change risk considerations within risk frameworks will be underpinned by RBS Group-wide training and education programmes for staff.

 

Flood risk assessment tool

We are currently piloting innovative climate risk tools to assess the physical risk to our retail and commercial portfolios.

 

We have worked with a consortium of partners led by D-Risk Group Ltd and Airbus Defence and Space supported by CLS Data. We have piloted Airbus’ Geospatial Financial Hub (GFH). The GFH maps flood risk against residential properties in the UK using JBA Risk Management Flood Map and Climate Change Flood Risk Indicator. The pilot calculated the physical risks to properties now and as global temperatures change in the future using climate data from the UK Climate Change Risk Assessment 2017 and UK Climate Projections 2009.

 

Images included provide examples of the data available for flood risk assessment for properties in an area. We have linked this information to our portfolio to assess our exposure to these physical risks and determine how we integrate this and other climate considerations into our lending and risk frameworks. This will also drive the complete data requirements for physical risk analysis and will enable the selection of a vendor solution for a strategic data partnership. We are committed to the on-going use of the best performing and most reliable data and innovative climate risk tools as skills and knowledge in the climate space evolve.

 

 

Flood Risk

 

This image shows the varying degrees of river water flood risk with the darker blue colours showing greater depth of flooding for an event with a 1.3% annual probability of occurring ( 1 in 75 years ) . The combined flood risk is scored from 0 to 53 (where 53 is the highest risk possible).

 

© Ordnance Survey & © JBA Risk Management Limited 2020

 

 

 

2040 postcode flood risk indicator

 

This image shows the 2040 climate change flood risk indicator which indicates for each postcode area whether the flood risk is likely to improve (shown in green) or worsen (shown in orange) or see no change (no colour).

 

 

© Ordnance Survey & © JBA Risk Management Limited 2020

 

 

 

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Metrics and targets

Sector exposures

We are working to reduce our lending to carbon intensive parts of the global economy. Noted below are exposures for certain sectors that could be considered relevant for climate risk purposes. Exposure represents gross lending and the related off balance sheet exposures in the banking book. The amounts include all lending to customers including sustainable lending, as well as to environmentally responsible customers.

 

Sector

Exposure

percentage(*) (1)

Personal mortgages

40.3%

Automotive

2.2%

Power utilities

2.0%

Agriculture

1.3%

Oil and gas

1.0%

Water

0.8%

Chemicals

0.3%

Mining and metals

0.3%

 

(1)     Exposure percentage represents the gross lending and related off balance sheet exposure to a sector as a percentage of total gross lending and the related off balance sheet exposures.

 

 

 

We have reported on all emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. Our reporting year runs from October 2018 to September 2019. The emissions reporting boundary is defined as all entities and facilities either owned or under our operational control. *Scope 1 Emissions from fluorinated gas losses and fuel combustion in RBS Group premises/ vehicles, **Scope 2 Emissions from electricity, district heating and cooling used in RBS Group premises, ***Market-based Scope 2 Emissions and ****Scope 3 Emissions associated with business travel by RBS Group employees have been calculated using the Greenhouse Gas Protocol Corporate Standard, (2015), Scope 2 guidance, (2015) and Scope 3 calculation guidance, (2013). To our knowledge there are no material omissions. Independent limited assurance of total reported emissions in tonnes of CO2e, (Scope 1, 2 and 3 location-based emissions) has been provided by Ernst & Young LLP. Emissions factors used are from UK Government Emissions Conversion Factors for Greenhouse Gas Company Reporting (Department for Business, Energy & Industrial Strategy, 2019), CO2 Emissions from Fuel Combustion (International Energy Agency, 2018) or from relevant local authorities as required. For more information please see our website (https://www.rbs.com/rbs/sustainability/responsible-business.html).

 

Sustainable energy funding and financing: Noted below is the funding provided to customers during 2018 and 2019 to fulfil our three year commitment to provide £10 billion of funding and financing to the sustainable energy sector by 2020.

 

 

Number
of deals

£
billion (*)

Sustainable energy lending: Loans towards low carbon and environmental assets as well as companies and funds that operate in this sector.

269

3.4

Green and sustainable bond and private placements: Debt capital market issuance for sustainable energy projects and clients that operate in this sector

27

3.7

Green and sustainable market funding: Other market funding facilities to support customers’ transition to the low carbon economy including Sustainability Linked Loans which enables borrowers to incorporate sustainability objectives and targets into the banking facilities.

35

2.8

The above includes continued financing of low carbon generation and energy efficiency projects, as well as an increased focus on energy efficiency in real estate and alternative fueled vehicles.

331

9.9

 

Operational footprint

Between 2014 and 2019 we reduced our operational greenhouse gas emissions (Scopes 1, 2 and 3 – Business Travel) by 61%, exceeding our Science Based Target of 45% by 2020. This has been achieved by a 39% reduction in energy consumption in our buildings and a reduction of 60% in staff business travel.

 

During 2019, our UK and Ireland operations achieved Zero Waste to Landfill accreditation from the Carbon Trust.

 

Jointly the first company globally to commit to all three of the Climate Group’s initiatives on electric vehicles EV100, renewable energy RE100 and energy productivity EP100, pledging to:

 

·    Use only renewable electricity in our direct global operations by 2025 (RE100)

 

·    Install electric vehicle charging infrastructure in more than 600 spaces across our UK&I portfolio by 2030 (EV100)

 

·    Upgrade our job need cars of around 300 vehicles to electric models by 2025(EV100)

 

·    Reduce our energy consumption 40% by 2025 against its 2015 baseline (EP100).

 

As part of our RE100 commitment, RBS Group purchases 100% of its UK and Irish energy from renewable energy sources. Globally, in 2019 RBS Group purchased 79% of its energy from renewable sources.

 

Greenhouse Gas (GHG)

2014

2018

2019 (*)

Emissions

(Baseline)

 

 

Location-based CO2e emissions (Scope 1, 2 & business travel) (tonnes) (*)

496,249

252,340

191,103

Scope 1* CO2e emissions (tonnes)

30,695

29,959

20,672

Scope 2** Market-based*** CO2e emissions (tonnes)

377,337

57,735

45,913

Scope 2 Location-based CO2e emissions (tonnes)

360,201

166,179

127,730

Scope 3**** CO2e emissions from business travel (tonnes)

105,352

56,203

42,701

Location-based CO2e emissions per FTE(Scope 1, 2 & business travel) (tonnes)

5.07

3.56

2.87

Total energy use (GWh)

862

619

524

 

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Risk Management

 

Risk overview

 

 

Prudent risk management is central to the successful delivery of the RBS strategy

 

Risk is an inherent part of business activity and can arise as a result of the wider economic environment, market evolution, competitor activity, regulatory policy or process error. RBS operates an integrated risk management framework centred around the embedding of a strong risk culture. It ensures tools are in place to identify and manage both internal and external threats.

 

The framework allows RBS to:

·   Understand the risk environment and its drivers.

·   Identify risks and assess potential exposure.

·   Monitor and manage risks appropriately.

·   Provide effective risk reporting to the Board.

 

All RBS colleagues share ownership of risk management. RBS uses the three lines of defence model to define responsibilities and accountabilities, ensuring that risks are properly identified, measured, monitored, controlled and reported. Risk management is integrated into day-to-day business activities and key processes, including strategic planning.

 

Risk appetite, which defines the level and types of risk RBS is willing to accept, is set in line with overall strategy and approved by the RBSG plc Board.

 

Areas of focus in 2019

Against a backdrop of slowing global growth, evolving customer behaviour and the uncertain political environment in RBS’s core market, there was a significant focus on key financial risks. Risk management activities throughout 2019 were carried out with a strong awareness of the potential impacts of events in the wider environment for both RBS and its customers. Despite economic headwinds, the credit risk profile was broadly stable. A rise in impairments reflected the transition from relatively favourable conditions to a more normal external credit environment. Despite periods of market volatility resulting from geopolitical developments, traded VaR remained well within appetite.

 

The completion of the merger of Alawwal bank and Saudi British Bank in June 2019 led to a reduction in risk-weighted assets (RWAs) of £4.7 billion and further improvement in RBS’s CET1 position.

 

However, the impact of the UK’s withdrawal from the European Union has been difficult to predict. To minimise the risk of service disruption to customers, NatWest Markets Plc set up its Frankfurt branch and a number of client migrations to NatWest Markets N.V. were concluded. Oversight of planning for regulatory and legislative impacts – as well as economic impacts – remained a critical part of forward-looking risk management throughout 2019. This included stress testing and scenario modelling as well as capital planning. While the longer-term effects on the operating environment remain unpredictable, the potential second and third order effects on RBS and its customers continue to be an area of focus. This includes planning for the results of periodic financial volatility and slower economic growth.

 

The continued low interest rate environment presents an industry-wide challenge. Coupled with a softening economic outlook, sustained net interest margin compression increases risk to the achievement of financial and strategic objectives. While some rebalancing of business activity can mitigate short-term impacts, the effect of prolonged low interest rates over the medium term intensifies threats to the business model. Though RBS’s strong capital position is helpful here, dynamic risk management, including consideration of funding structure and off-balance sheet activities, has a key role in ensuring such threats do not disrupt the achievement of business objectives.

 

Further progress was made on the journey towards RBS’s target of embedding a generative risk culture across all three lines of defence. The aim, to make risk part of the way colleagues work and think, supports intelligent risk-taking, better customer outcomes, stronger and more sustainable business, and an improved cost base. The multi-year programme to enhance risk management capability at every level of the organisation continues with an emphasis on training, empowerment and proactivity.

 

Along with oversight of work to further implement GDPR, there was significant focus on data management in the context of RBS’s digitisation strategy. This was supported by a continuing emphasis on robust data standards designed to safeguard customer information.

 

Operational resilience – especially in terms of the continuity of key services – was a particular focus.

 

There was also a strong focus on oversight of work to further embed compliance with ring-fencing and operational continuity in resolution (OCiR) rules.

 

RBS continues to closely monitor the evolving regulatory environment. There is an ongoing focus on investment in systems and capability to ensure that RBS is well positioned to address new regulation and potential new themes.

 

Cyber security

Increasing digitisation to ensure families and businesses can access banking support wherever and whenever they need to – along with the increasing emphasis on digital services globally – requires intense vigilance relating to cyber security. RBS has a multi-layered approach to its defences. While the threat landscape continued to evolve in 2019, further investment in control enhancements was made. This included new anti-malware controls and improved security testing tooling to quickly detect and remediate potential vulnerabilities.

 

Financial crime

RBS has continued to enhance the policies, processes and systems used to combat financial crime, in line with the evolving threat. As changes in technology, the economy and wider society take place, risks relating to money-laundering, terrorist financing,

 

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Risk Management

 

tax evasion, bribery and corruption and financial sanctions develop. Understanding and responding to them appropriately remains a key area of focus. There was further emphasis during 2019 on ensuring proportionate, risk-focused customer due diligence standards are in place and significant investment was made in enhancing those controls. Improvements to the financial crime control environment also remained a key focus.

 

Business model disruption

The threat of disruption to RBS’s business model has intensified due to a combination of new technologies, changing customer behaviour and the evolving regulatory landscape. During 2019 there was a significant focus on anticipating developments and ensuring these were addressed by appropriate management activities. A number of technology-based innovations – such as the Esme end-to-end digital lending platform for business customers and the new Bó banking app for personal banking customers – were introduced to provide cutting-edge solutions. Effective risk management was a vital element of the development process and continues to be at the heart of RBS’s technology strategy.

 

Climate-related financial risk

Climate-related financial risk is classified as a top risk and is being integrated into core risk management. For more details, refer to pages 38 to 42.

 

LIBOR transition

RBS is continuing its preparations for the full transition from LIBOR to other interest-rate benchmarks by the end of 2021. This is a major undertaking since a significant number of transactions across the industry reference LIBOR. RBS continues to work closely with regulators and industry bodies to manage the impact. Oversight of the RBS-wide programme to prepare for the transition has been a major focus along with activities across all three lines of defence to minimise risk and disruption to customers (including the launch of a tool to allow customers using SONIA to calculate compounded rates in all major tenors). Activity to assess the conduct risk implications for RBS and its customers has also been a key focus.

 

Anti-bribery and corruption (ABC)

RBS is committed to ensuring it acts responsibly and ethically, both when pursuing its own business opportunities and when awarding business. Consequently, it has embedded appropriate policies, mandatory procedures and controls to ensure its employees, and any other parties it does business with, understand these obligations and abide by them whenever they act for RBS. ABC training is mandatory for all staff on an annual basis, with targeted training appropriate for certain roles. RBS considers ABC risk in its business processes including, but not limited to, corporate donations, charitable sponsorships, political activities and commercial sponsorships. Where appropriate, there is a requirement for ABC contract clauses in written agreements.

 

Model risk

Given the increasing importance and complexity of predictive analytics, during 2019 significant management time was devoted to model risk. This included improvements to the internal model control environment and the introduction of a model risk uncertainty framework for stress testing to enhance the accuracy of projections under stress. The focus on model usage and model risk across RBS continues to increase, both in relation to regulatory focus and as artificial intelligence applications become more integral to decision-making across the industry.

 

Risk-weighted assets (RWAs)

RWAs were down £9.5 billion at 31 December 2019, ending the year at £179.2 billion (from £188.7 billion in 2018). This reduction was driven by the completion of the merger of Alawwal bank and Saudi British Bank as well as revisions to LGD models in the personal and small business asset finance portfolio as well as reductions in market risk capital requirements.

 

Common Equity Tier 1 ratio

RBS maintained a strong CET1 ratio of 16.2%. This reflected the solid capital position given distributions to shareholders totalling £2.7 billion and a £0.4 billion charge for pension contributions. Excluding the impact of the Alawwal bank merger and PPI, RBS generated approximately 110 basis points of capital from attributable profits and approximately 60 basis points from a reduction in RWAs and other capital movements.

 

Leverage ratios

The CRR leverage ratio decreased to 5.1% (2018 – 5.4%). The UK leverage ratio decreased to 5.8% (2018 – 6.2%) due to lower Tier 1 capital.

 

Stress testing

Under the 2019 Bank of England hypothetical stress test, on an IFRS 9 transitional basis RBS’s low point CET1 ratio was 9.9%. This was significantly above the hurdle rate of 7.2%. After the impact of strategic management actions, RBS’s low point CET 1 ratio improved to 10.3%. The transitional Tier 1 leverage ratio low point was projected to be 4.7% under stress, which was above the leverage ratio hurdle rate of 3.56%. The Bank of England did not require RBS to submit a revised capital plan.

 

Liquidity and funding

The liquidity portfolio increased by £1 billion to £199 billion, with primary liquidity reducing by £3 billion to £125 billion. The reduction in primary liquidity was driven by reduced customer surplus in NatWest Holdings Group, dividend payments and Term Funding Scheme (TFS) repayment, offset by increased net term issuance. The increase in secondary liquidity was driven primarily by TFS repayment, resulting in the return of previously encumbered assets.

 

Litigation and conduct

Litigation and conduct costs of £895 million included an additional provision of £900 million in relation to PPI. This reflected greater than expected complaints volumes in advance of the 29 August 2019 deadline for new PPI complaints as well as a £169 million reimbursement under indemnification agreements relating to residential mortgage-backed securities.

 

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Risk Management

 

Top and Emerging Risks(1)

 

 

 

RBS employs a continuous process for identifying and managing its top and emerging risks. Top and emerging risks are those that could have a significant negative impact on its ability to operate or meet its strategic objectives.

 

 

 

External

 

 

 

Economic &
Political Risks

As a UK-focused bank, RBS is exposed to the economic and political risks facing the UK including risks from a sustained period of low economic growth and low interest rates. A range of complementary approaches is used to inform strategic planning and risk mitigation. This includes active management of portfolios and adjustment of risk appetite, scenario planning and stress testing. In addition, RBS has implemented plans to prepare for the loss of access to the European Single Market and continues to monitor domestic political risk including developments in relation to a second Scottish independence referendum, as well as geopolitical risks. In the longer term, demographic change, high levels of debt and financial inequality in the UK could all have financial impacts and, as a result, are closely monitored with strategic plans adapted as appropriate.

Climate
Related Risks

Accelerating climate change may lead to heightened financial risks and faster-than-anticipated impacts on RBS and the wider economy. These include financial loss as a result of deterioration in credit quality, market risk exposure and operational risk. The operation and business strategy continues to be adapted to mitigate the direct and indirect physical risks of climate change and the transition to a low carbon economy. In addition, climate-related financial risk is being integrated into the risk management framework.

Cyber Threats

Cyber-attacks continue to increase in frequency, sophistication and severity. There is a risk that a catastrophic cyber-attack damages the ability to do business and/or compromises data security. RBS operates a multi-layered approach to its defences and continues to invest in a multi-year programme to build resilience and cybersecurity capabilities. Cyber-attacks may also threaten the supply chain, reinforcing the importance of due diligence and close working with the third parties on which RBS relies.

Competitive
Environment

Target markets are highly competitive, with changes in technology, regulation, customer behaviour and business models continuing to accelerate competitive pressure. RBS monitors the competitive environment and adapts strategy as appropriate, remaining focused on innovating to evolve the business model to deliver compelling propositions for customers. This includes the launch of new digital retail and business offerings, Bo´ and Mettle.

Regulatory, Legal & Conduct Risk

RBS continues to face stringent regulatory and supervisory requirements, particularly regarding conduct, financial crime, the use of models, and capital and liquidity management. A strong and comprehensive risk and compliance culture continues to be embedded. RBS engages with regulators to implement new regulatory requirements and incorporates the implications of proposed or potential regulatory activities in its strategic and financial plans.

LIBOR transition

UK and international regulators are driving a transition from the use of interbank offer rates (IBORs), including LIBOR, to alternative risk-free rates. Uncertainties around the transition represent a number of risks including elevated legal and conduct risks. While a programme to manage the transition is underway, there is a risk that this may not be done effectively.

 

 

Internal

 

 

 

Third Party Suppliers

Inadequate control over selection, governance and oversight of third-party suppliers could affect operational resilience. RBS is diligent in its screening of suppliers with strict contractual obligations governing supplier relationships and activity.

IT System Resilience

RBS continues to invest in IT infrastructure to prevent customer service disruption, which could result in reputational and regulatory damage. To mitigate these risks, a major investment programme has significantly improved the resilience of the systems and further progress is expected.

Culture & People Risk

There is a risk that RBS lacks sufficient capability or capacity at a senior level to deliver, or adapt to, change. People risk is monitored closely and plans are in place to support retention of key roles, with wider programmes supporting engagement and training for all employees. Ensuring a healthy culture remains a core priority and a multi-year programme focused on enhancing culture, including risk culture, is ongoing.

Data Management

Ineffective management of data, including a breach in data privacy, could have material negative impacts. RBS operates a control and policy framework governing data usage and continues to evolve a long-term data strategy.

Change Risk

Losses may arise from a failure to successfully execute major changes to the business model. RBS continues to implement change in line with its strategic plans while assessing the implementation risks and taking appropriate mitigating action as required. In addition, RBS continues to strengthen its control environment.

 

Note:

(1) The factors discussed in this section and elsewhere in the document should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing RBS. Please refer to “Risk Factors” on pages 286 to 300 for further details.

 

45


 

Governance and compliance

 

Governance at a glance

 

 

The Board has twelve directors comprising the Chairman, two executive directors and nine independent non-executive directors, one of whom is the Senior Independent Director. Biographies of the directors can be found on pages 64 and 65.

 

The Board is collectively responsible for promoting the long-term success of RBSG plc, driving both shareholder value and contribution to wider society. Its role is to provide leadership of RBSG plc within a framework of prudent and effective controls which enables risk to be assessed and managed.

 

In 2019, the Board and committee evaluation process was conducted by the Company Secretary.

 

Our Board committees

In order to provide effective oversight and leadership, the Board has established a number of Board committees with particular responsibilities. The work of the Board committees is discussed in their individual reports. The terms of reference for each of these committees is available on rbs.com.

 

The full Governance report is on pages 64 to 112 of the 2019 Annual Report on Form 20-F.

 

Group Audit Committee

Assists the Board in discharging its responsibilities for monitoring the quality of the financial statements of RBSG plc. It reviews the accounting policies, financial reporting and regulatory compliance practices of RBS and RBS’s systems and standards of internal controls, and monitors the work of internal audit and the external auditor.

 

Group Board Risk Committee

Provides oversight and advice to the Board on current and potential future risk exposures of RBS and future risk profile. It reviews RBS’s compliance with approved risk appetite and oversees a number of submissions to regulators.

 

Group Sustainable Banking Committee

Provides support to the Board in overseeing actions being taken by management to run a sustainable long term business, with specific focus on customers and brands; people and culture; the competitive environment; and society and environment.

 

Group Performance and Remuneration Committee

Responsible for approving remuneration policy and reviewing the effectiveness of its implementation. It also considers senior executive remuneration and makes recommendations to the Board on the remuneration of executive directors.

 

Group Nominations and Governance Committee

Assists the Board in the selection and appointment of directors. It reviews the structure, size and composition of the Board, and the membership and chairmanship of Board committees. It considers succession planning taking into account the skills and expertise which will be needed on the Board in the future. Its remit also includes oversight of RBS Group’s governance arrangements.

 

Technology and Innovation Committee

Assists the Board in overseeing and monitoring the execution of RBS’s strategic direction in relation to technology and innovation.

 

Group Executive Committee

The Group Executive Committee supports the Group Chief Executive Officer (CEO) in managing RBS’s businesses. It considers strategic, financial, capital, risk and operational issues affecting RBS. It reviews and debates relevant items before consideration by the Board.

 

UK Corporate Governance Code

Throughout the year ended 31 December 2019, RBSG plc has complied with all of the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council dated July 2018 except in relation to provision 17 that the Group Nominations and Governance Committee should ensure plans are in place for orderly succession to both the Board and senior management and oversee the development of a diverse pipeline for succession, and provision 33 that the Group Performance and Remuneration Committee should have delegated responsibility for setting remuneration for the Chairman and executive directors. The Board considers that these are matters which should rightly be reserved for the Board.

 

 

Our Board

 

 

 

 

Board of directors

 

Chairman

 

 

 

Howard Davies

 

 

Executive directors

 

 

 

Alison Rose

 

 

Katie Murray

 

 

Non-executive directors

 

 

 

 

Frank Dangeard

 

Alison Davis

 

Patrick Flynn

 

Morten Friis

 

Robert Gillespie

 

Baroness Noakes

 

Mike Rogers

 

Mark Seligman

 

(Senior Independent Director)

 

Lena Wilson

 

Company Secretary

 

 

 

Jan Cargill

 

 

46


 

Governance and compliance

 

 

Board engagement with stakeholders

 

 

 

This section of the Strategic Report describes how the directors have had regard to the matters set out in section 172(1) (a) to (f), and forms the directors’ statement required under section 414CZA, of The Companies Act 2006.

 

 

Refer to page 30 for further details on our stakeholder engagement activities.

 

 

 

 

Refer to pages 33 to 36 for further details on RBS’s approach to colleague engagement.

 

Section 172(1) statement

The Board objectives, approved in February 2019, identified the Board’s key stakeholders (as set out in this statement). During 2019, the Board undertook a variety of activities to engage with stakeholders and bring their voice into the boardroom.

 

Customers

Customers are at the heart of everything we do. During the year the Board received updates on key customer issues through customer service performance updates and regular business reviews. There was also a dedicated Board session on the Retail Banking environment. Our directors met a range of business and personal customers during a programme of visits in September 2019, which provided an opportunity to gain insights into customer issues and challenges.

 

The Chairman and CEO have regular meetings with customers to enhance relationships and understand their views.

 

In addition, the Group Sustainable Banking Committee held two dedicated sessions on customer service performance and customers in vulnerable situations, inviting the SafeLives charity to join for the latter session to gain a better understanding of how the Bank can support those suffering financial abuse.

 

Colleagues

The Board promotes colleague voice in the boardroom through a variety of channels.

 

During 2019, the Board engaged with colleagues during a number of Board and committee visits to businesses and functions, and we also held our annual Meet the Board event.

 

Our Colleague Advisory Panel (CAP), established in 2018, met twice during 2019, providing a valuable mechanism for directors to engage directly with colleagues on topics of strategic interest affecting RBS and the workforce; and offering our colleagues a greater understanding of the Board’s role. A number of directors attended CAP meetings during the year and discussion topics included Purpose, future strategy, executive pay, inclusion and sustainability. Outputs were reported to the Board and have influenced the Board’s consideration of these topics.

 

In February 2019, the Banking Standards Board presented a summary of their 2018 culture assessment report on RBS, and in October 2019, the Board considered another set of encouraging results from the annual colleague opinion and 2019 Banking Standards Board surveys.

 

The colleague opinion survey results were one culture oversight tool available to the Board. The survey results confirmed to the Board that 2019 targets had been achieved

 

 

47


 

Governance and compliance

 

 

across key measurements, trends and benchmarks in relation to leadership, engagement and culture.

 

Through the Group Sustainable Banking Committee, the Board received a culture measurement report which supported the Board in assessing progress in building a healthy culture across the Bank and alignment of values and culture.

 

The Board also listened to colleague views during the process of establishing the Bank’s Purpose, as set out more fully on page 49.

 

Shareholders

All shareholders have the opportunity to ask questions at our Annual General Meeting (AGM) and any other General Meetings which may be held. We also hold regular retail shareholder events, where shareholders can ask questions of a panel of executives and non-executive directors and learn more about the business, our progress to date and our plans for the future. We held two such events during 2019. The first took place in London on 10 September 2019 and on 25 November 2019 we held our first virtual shareholder event. We plan to hold further similar events in 2020.

 

Communication with RBSG plc’s largest institutional shareholders is undertaken as part of the Investor Relations programme. The Chairman, CEO and Group Chief Financial Officer (CFO) undertook an extensive programme of meetings with our largest institutional shareholders, including UK Government Investments (UKGI). The Chairman’s regular engagement with major shareholders allows him to understand their views on governance and performance against strategy. The Chairman of the Group Performance and Remuneration Committee met with institutional shareholders to discuss remuneration matters, including the executive directors’ remuneration policy and updated the Board on those discussions. The Board met a number of investors during September 2019 to understand investor sentiment across a range of issues.

 

In October 2019, the Chairman and Senior Independent Director hosted a corporate governance roundtable event attended by a number of institutional shareholders. Issues covered included Purpose, Board diversity, climate change risk and colleague voice. Throughout the year, the Chairman provided regular updates to the Board on shareholder engagement, in order to ensure the Board as a whole has a clear understanding of the views of shareholders. The Board also received regular updates on investor feedback from the CFO.

 

Regulators

The Board recognises the importance of open and continuous dialogue with our regulators. Representatives from the Financial Conduct Authority (FCA) attended the February 2019 Board meeting to present and discuss their annual Firm Evaluation letter. The Prudential Regulation Authority (PRA) conducted a Board effectiveness review in 2019, which included attendance at the October 2019 Board meeting and meetings with directors. The Chairman and executive directors have regular meetings with both the FCA and PRA. In addition, individual directors engage regularly with our regulators through Continuous Assessment and Proactive Engagement meetings.

 

Suppliers

The Board recognises the key role our suppliers play in ensuring we deliver a reliable service to our customers. In October 2019 the Board held a suppliers’ spotlight session, which included an overview of RBS’s suppliers and provided insights on the Bank’s approach towards managing key supplier relationships, including payment practices. The directors noted that the Bank had performed well against key performance indicators in relation to payment periods. They also discussed the future approach to suppliers and the changing regulatory landscape in relation to outsourcing. Meetings with key suppliers in September 2019 provided a first hand opportunity for directors to hear directly from strategic partners and to discuss current challenges.

 

Community and Environment

The role of the Bank in supporting the communities in which we operate has been an important topic of discussion during 2019 as the Board, together with management, explored the Bank’s broader purpose in society and the UK economy. It is recognised by the Board that climate change must have greater prominence at both senior management and board levels across RBS Group. This year the Board took steps towards building greater knowledge and understanding of climate-related risks through a dedicated teach-in session. The Bank’s high-level plan for responding to the latest prudential expectations was also approved by the Board, covering deliverables across governance, risk management, scenario analysis and stress testing and disclosure. While there is much to do, the Board is encouraged by the internal mobilisation reported and is committed to its role in addressing and overseeing climate risks within the Bank’s overall business strategy and risk appetite.

 

 

 

48


 

Governance and compliance

 

 

 

How stakeholder interests have influenced decision making

RBSG plc recognises the importance of engaging with stakeholders to help inform its strategy and Board decision-making. Relevant stakeholder interests, including those of colleagues, customers, suppliers and others are taken into account by the Board when it takes decisions. We define principal decisions as those that are material, or of strategic importance to RBSG plc, and also those that are significant to any of our key stakeholder groups. In making its decisions, the Board considers the outcomes of relevant stakeholder engagement, as well as the need to maintain a reputation for high standards of business conduct, the need to act fairly between the members of RBSG plc and the long-term consequences of its decisions.

 

The following case studies provide some examples of how stakeholder interests have been taken into account in Board discussions and principal decisions.

 

1 – Purpose

The interests of stakeholders have been central to the Board’s consideration of Purpose during 2019. The Board believes RBS needs to be a purpose-led bank which responds to the changing needs of all of its stakeholders, because when they succeed, RBS will too. Purpose will be embedded in decision-making across the organisation, in order for the Bank to generate long-term value for shareholders and to contribute to wider society and the communities in which it operates.

 

There was an extensive period of stakeholder engagement on our Purpose during 2018 and 2019. A wide range of colleagues were involved, including the NextGen talent group and employee led networks. Board members heard some of this feedback directly by attending the Colleague Advisory Panel, and listening to colleagues helped inform (and at times, alter) the Board’s views on the Bank’s core Purpose.

 

This feedback, alongside Board oversight tools such as colleague survey results and the Banking Standards Board Survey, helped directors to satisfy themselves that the areas of focus being considered for our Purpose were aligned to the organisation’s values, and would support an open and inclusive culture which values and embeds continuous learning.

 

As the Purpose continued to develop it was also tested with customers, investors, regulators and other stakeholders, through external market research. A summary of the output of this stakeholder engagement was shared with the Board confirming the proposed Purpose was well received.

 

2 – CEO Appointment

As described in the report of the Group Nominations and Governance Committee on pages 70 and 71, in 2019 the Board approved the appointment of Alison Rose as Group Chief Executive Officer with effect from 1 November 2019. From the outset, the Board placed stakeholder interests at the core of its objectives in the search for Ross McEwan’s successor.

 

The Group Nominations and Governance Committee, on behalf of the Board, agreed a role specification which required candidates to demonstrate broad and authoritative banking and strategic experience that would serve to deliver long term sustainable growth to the business for the benefit of its shareholders and wider stakeholders. A rigorous search process was undertaken, involving the consideration of both internal and external candidates. Alison Rose was identified as the strongest candidate on the basis of the role specification criteria.

 

In reaching its decision, the interests of the Bank’s customers were a key focus for the Board, particularly each candidate’s ability to lead a business that would be recognised as truly customer centric. The Board also ensured that colleague interests were taken into account when agreeing the critical capabilities used to assess potential candidates. These required candidates to demonstrate the strong ethical and moral principles needed to lead the culture and values of RBS Group. The Board ensured that the Bank’s regulators, another of its key stakeholder groups, were kept regularly apprised of progress during the search.

 

The Board will continue to ensure that its nominations process is based on the principles of fairness, respect and inclusion and that all nominations and appointments are made on the basis of individual competence, skills and expertise measured against identified objective criteria and taking into account a broad range of stakeholder interests.

 

3 – Capital Distributions

During 2019, the directors agreed to seek approval from shareholders to undertake a directed buyback of shares, equivalent to 4.99% of RBSG plc’s issued share capital, from UKGI. They also approved a final 2018 year-end dividend of 3.5p and special dividend of 7.5p in February 2019; and a 2019 interim ordinary dividend of 2.0p and a special dividend of 12.0p in August 2019.

 

In making their decisions, the directors took into account RBSG plc’s very strong capital position, achieved through organic capital build and optimising its capital usage and confirmed their strong desire to distribute excess capital back to shareholders.

 

There is regular interaction with key stakeholders in relation to capital distributions. Engagement with institutional shareholders prior to the Board’s decisions had indicated a desire for RBSG plc to return excess capital in an efficient way. Institutional shareholders also indicated a desire for us to help UKGI reduce its stake through directed buybacks and other directed capital distribution methods and voted in favour of resolutions to do this at both a General Meeting and AGM in 2019. In considering dividends, the directors have ensured that RBSG plc always has capacity to participate in a directed buyback of UKGI’s shares to the full extent allowed. Regulators also confirmed they had no objection. Passing regulatory stress tests and operating within our capital and double leverage risk appetite were key determinants in the resumption of dividends. Resuming dividends also sent a positive message to colleagues about the overall financial strength of RBSG plc.

 

The Board will continue to take key stakeholders’ views into account in considering further capital distributions, whilst promoting the long-term sustainable success of RBSG plc.

 

49


 

Business review

 

 

 

Page

Presentation of information

50

Segmental reporting

50

Competition

51

Financial summary

52

Segment performance

58

 

Presentation of information

In the Report and Accounts, unless specified otherwise, the terms ‘the company’ and ‘RBSG plc’ mean The Royal Bank of Scotland Group plc; ‘RBS’ and ‘RBS Group’ mean the company and its subsidiary and associated undertakings; ‘NWH Ltd’ means NatWest Holdings Limited; ‘NWB Plc’ means National Westminster Bank Plc; ‘RBS plc’ means The Royal Bank of Scotland plc; ‘NWM Plc’ means NatWest Markets Plc and ‘UBI DAC’ means Ulster Bank Ireland DAC.

 

The company publishes its financial statements in pounds sterling (‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling, respectively, and references to ‘pence’ represent pence in the United Kingdom (‘UK’). Reference to ‘dollars’ or ‘$’ are to United States of America (‘US’) dollars. The abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of dollars, respectively, and references to ‘cents’ represent cents in the US. The abbreviation ‘’ represents the ‘euro’, and the abbreviations ‘m’ and ‘bn’ represent millions and thousands of millions of euros, respectively.

 

This section includes a discussion on our operating results for the year ended 31 December 2019, including a comparative discussion on our operating results for the year ended 31 December 2018. For a discussion on our operating results for the year ended 31 December 2018 including a comparative discussion on our operating results for the year ended 31 December 2017, refer to “Business Review” on pages 37 to 58 in the Annual Report on Form 20-F (File No. 001-10306) filed with the Securities and Exchange Commission on 28 February 2019 and to “Business Review” on pages 38 to 58 in the Form 6-K (File No. 001-10306) filed with the Securities and Exchange Commission on 30 April 2019.

 

Segmental reporting

Re-segmentation

Effective from 1 January 2019, Business Banking was transferred from UK Personal & Business Banking (UK PBB) to Commercial Banking as the nature of the business, including distribution channels, products and customers, are more closely aligned to the Commercial Banking business. Concurrent with the transfer, UK PBB was renamed UK Personal Banking and the previous franchise combining UK PBB and Ulster Bank RoI was renamed Personal & Ulster. Reportable segmental comparatives have been restated and filed on Form 6-K on 30 April 2019.

 

Franchises

RBS continues to deliver on its plan to build a strong, simple and fair bank for both customers and shareholders. To help develop and deliver this strategy, in the fourth quarter of 2019, Commercial & Private Banking (CPB), combining the reportable segments of Commercial Banking and Private Banking ceased to operate as one business area and the franchise Personal & Ulster, combining the reportable segments of UK Personal Banking and Ulster Bank RoI was also disbanded. The reportable operating segments remain unchanged and no comparatives have been restated and filed on Form 6-K on 30 April 2019.

 

Reportable operating segments

The reportable operating segments are as follows. For full business descriptions see Note 4 on page 212.

·          UK Personal Banking

·          Ulster Bank RoI

·          Commercial Banking

·          Private Banking

·          RBS International (RBSI)

·          NatWest Markets (NWM)

·          Central items & other

 

Allocation of central items

RBS allocates all central costs relating to Services and Functions to the business using appropriate drivers, these are reported as indirect costs in the segmental income statements. Assets and risk-weighted assets held centrally, mainly relating to RBS Treasury, are allocated to the business using appropriate drivers.

 

Non-IFRS financial information

RBS prepares its financial statements in accordance with IFRS as issued by the IASB and as adopted by the European Union, which constitutes a body of generally accepted accounting principles (GAAP). This document contains a number of adjusted or alternative performance measures, also known as non-GAAP or non-IFRS performance measures. These measures are adjusted for certain items which management believe are not representative of the underlying performance of the business and which distort period-on-period comparison. These non-IFRS financial measures are not measures within the scope of IFRS and are not a substitute for IFRS financial measures. Refer to the section, ‘Non-IFRS financial measures’, on pages 267 to 270 for further information and calculations of non-IFRS financial measures included throughout this document, and, where relevant, the most directly comparable IFRS financial measures.

 

RBS Group ring-fencing

The UK ring-fencing legislation required the separation of essential banking services from investment banking services from 1 January 2019. RBS Group has placed the majority of the UK and Ireland banking business in ring-fenced banking entities under an intermediate holding company, NatWest Holdings Limited. The Western European corporate business continues to be transferred from the ring-fenced bank entities to NatWest Markets N.V. (NWM N.V.), a subsidiary of NatWest Markets Plc (NWM Plc). NWM Plc and RBS International Ltd (RBSI Ltd) are separate banks outside the ring-fence, both subsidiaries of RBSG plc.

 

NatWest Markets N.V.

NWM N.V. began transacting new business on 25 March 2019 to ensure continuity of service to European Economic Area (EEA) customers when the UK leaves the European Union (EU). The activities transferred primarily relate to Markets and Corporate Lending portfolios for EEA customers previously served from NWM Plc and the ring-fenced bank. NWM N.V. Group was acquired by NWM Plc and became a part of NWM Group with effect from 29 November 2019.

 

On 16 June 2019, the merger of Alawwal bank and SABB was completed, with NWM N.V. receiving an aggregate 10.8% shareholding in SABB on behalf of itself and its consortium partners.

 

RBS Group’s economic interest in the merged entity, amounting to 4.1%, was then sold to NWM Plc, and the balance of shares was transferred separately to RFS Holdings B.V. consortium partners, as part of the unwind of those arrangements. On 29 November 2019, RBSH Group transferred to become a subsidiary of NWM Plc following regulatory approval. At the same time, the liquidation of RFS Holdings B.V. commenced.

 

 

50


 

Business review

 

 

 

 

Competition

Introduction

In an environment in which central banks have maintained very low interest rates for an unusually long period or introduced negative rates, competitive dynamics have changed in some of the principal markets in which we operate. In this environment an ability to attract and manage funding remains a critical competitive advantage. Other key competitive factors include cost management, growing digital sales focus, branch network re-shaping, and product simplification. Cost management remains a key focus, as banks seek to simplify their organisational and IT architectures while at the same time investing to ensure that they can meet customers’ evolving channel preferences. Customers have increasingly focused on the use of internet and mobile as sales and service channels for certain types of products. Therefore, competitive position and performance increasingly depends on the possession of user-friendly, diverse and efficient online solutions.

 

UK Personal Banking

In the personal banking business, RBS competes with a range of providers including UK banks and building societies, major retailers and life assurance companies, as well as the UK subsidiaries of major international banks. In the mortgage market, RBS competes with UK banks, building societies and specialist lenders. Increasingly, the ambitions of non-traditional players in the UK market are gaining credibility, with new entrants active and seeking to build their platforms either through organic growth or in some cases by acquiring businesses made available through the restructuring of incumbents.

Entrants with new business models such as peer-to-peer lending platforms, while currently small, continue to grow rapidly and are emerging as significant competitors. Such competitors often target specific elements of the value chain, providing specialised services to particular customer segments.

 

In the UK credit card market, large retailers and specialist card issuers are active in addition to the UK banks. In addition to physical distribution channels, providers compete through direct marketing activity and digital channels.

 

RBS distributes life assurance products to banking customers in competition with independent advisors and life assurance companies.

 

Ulster Bank RoI

In the Republic of Ireland, Ulster Bank RoI competes in retail and commercial banking with the major Irish banks, and with other UK and international banks in the market.

 

Commercial Banking

Competition for corporate, institutional and business customers in the UK is from UK banks, from specialised global and regional investment banks and from large foreign universal banks that offer combined investment and commercial banking capabilities as well as from new entrants and non-bank challengers. In asset finance and invoice finance, the bank competes with banks and specialist finance providers, both captive and non-captive. In the small business banking market, the bank competes with other UK banks, specialist finance providers and building societies. In all of these areas, entrants with new technology-based business model are also showing rapid growth.

 

RBS International

RBS International competes with other UK and international banks to offer offshore banking services as well as domestic banking services in the Channel Islands, Gibraltar and the Isle of Man.

 

Private Banking

Coutts and Adam & Company compete as private banks with UK clearing and private banks, asset managers and with international private banks. Competition in wealth management remains strong as banks maintain their focus on competing for affluent and high net worth customers.

 

NatWest Markets

NatWest Markets focuses on the needs of large corporates operating in the UK and Western Europe as well as global financial institution customers. NatWest Markets provides financing and risk management for these customers, and trades with financial institutions and counterparties for distribution and market making. There are sales and trading operations in Amsterdam, London, the US and Singapore and offices in a select number of countries. NatWest Markets, therefore, competes with large domestic banks, major international banks and a number of investment banks that offer risk management, trading solutions and debt financing to financial institutions and UK and European corporate customers.

 

RBS Group’s product proposition is built around its core strength of supporting customers across currencies, rates and financing. Key competitive factors in this market include the ability to develop digital innovation, such as automation across flow products, the expertise and markets insight of employees and delivering value-adding bespoke solutions for customers.

 

With an evolving regulatory landscape and continued pressure on margins, competition in this market remains strong. Many market participants are also revising their strategy in order to ensure they deliver sustainable returns.

 

RBS – Annual Report on Form 20-F 2019

51

 

 


 

Business review

 

 

 

 

Financial summary continued

RBS’s financial statements are prepared in accordance with IFRS. Selected data under IFRS for each of the last five years is presented below.

 

2019

2018*

2017*

2016*

2015*

Summary consolidated income statement

£m 

£m 

£m 

£m 

£m 

Net interest income

8,047

8,656

8,987

8,708 

8,767

Non-interest income

6,206

4,746

4,146

3,882 

4,156

Total income

14,253

13,402

13,133

12,590 

12,923

Operating expenses

(9,325)

(9,645)

(10,401)

(16,194)

(16,353)

Profit/(loss) before impairment (losses)/releases

4,928

3,757

2,732

(3,604)

(3,430)

Impairment (losses)/releases

(696)

(398)

(493)

(478)

727

Operating profit/(loss) before tax

4,232

3,359

2,239

(4,082)

(2,703)

Tax charge

(432)

(1,208)

(731)

(1,107)

(3)

Profit/(loss) from continuing operations

3,800

2,151

1,508

(5,189)

(2,706)

Profit/(loss) from discontinued operations, net of tax

— 

1,541

Profit/(loss) for the year

3,800

2,151

1,508

(5,189)

(1,165)

Attributable to:

Ordinary shareholders

3,133

1,622

752

(6,955)

(1,979)

Preference shareholders

39

182

234

260 

297

Dividend access share

1,193 

Paid-in equity holders

367

355

487

303

108

Non-controlling interests

261

(8)

35

10 

409

3,800

2,151

1,508

(5,189)

(1,165)

 

 

 

 

 

 

Performance key metrics and ratios

2019

2018 

Variance

 

 

Return on tangible equity (%)

9.4

4.8

4.6

 

 

Net interest margin (1)

1.79

1.98

(19bps)

 

 

Bank net interest margin (RBS NIM excluding NWM) (%) (2)

1.99

2.09

(10bps)

 

 

Average interest earning assets (RBS excluding NWM) (£m)

413,112

409,106

4,006

 

 

Cost:income ratio (%) (3)

65.1

71.7

(6.6)

 

 

Earning per share (pence) - basic

26.0p

13.5p

12.5p

 

 

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)

Net interest margin is net interest income of the banking business as a percentage of interest earning assets (IEA) of the banking business.

(2)

Bank net interest margin is net interest income of the banking business less the NatWest Markets (NWM) element as a percentage of interest-earning assets of the banking business less the NWM element.

(3)

Cost:income ratio is total operating expenses less operating lease depreciation divided by total income less operating lease depreciation.

 

RBS – Annual Report on Form 20-F 2019

52

 

 


 

Business review

 

 

 

 

Financial summary continued

2019

2018 

2017 

2016 

2015 

Summary consolidated balance sheet

£m

£m

£m

£m

£m

Cash and balances at central banks

77,858

88,897

98,337 

74,250 

79,404 

Trading assets

76,745

75,119

85,991 

86,660 

103,972 

Derivatives

150,029

133,349

160,843 

246,981 

262,514 

Loans to banks and customers - amortised cost

337,636

318,036

321,633 

320,016 

297,020 

Settlement balances

4,387

2,928

2,517 

5,526 

4,116 

Other financial assets

61,452

59,485

51,929 

48,637 

47,004 

Other assets

14,932

16,421

16,806 

16,586 

21,378 

Total assets

723,039

694,235

738,056 

798,656 

815,408 

Deposits

389,740

384,211

391,712 

357,173 

338,326 

Trading liabilities

73,949

72,350

81,982 

84,536 

92,299 

Settlement balances, derivatives, and other financial liabilities

206,147

182,230

200,398 

267,257 

288,023 

Other liabilities

9,647

8,954

14,871 

40,286 

42,613 

Owners’ equity

43,547

45,736

48,330 

48,609 

53,431 

Non-controlling interests

9

754

763 

795 

716 

Total liabilities and equity

723,039

694,235

738,056 

798,656 

815,408 

Other financial data

Share information

Dividend payout ratio (%)

96.3

14.9

Basic earnings/(loss) per ordinary share from

  continuing operations - pence (1)

26.0

13.5

6.3

(59.5)

(27.7)

Share price per ordinary share at year end - £

2.40

2.17

2.78

2.25

3.02

Market capitalisation at year end - £bn

29.1

26.1

33.3

26.6

35.1

Net asset value per ordinary share - £

3.60

3.86

4.10

4.18

4.66

Capital ratios

Return on average total assets (2)

0.4%

0.2%

0.1%

(0.8%)

(0.2%)

Return on average total equity (3)

7.0%

3.7%

2.0%

(10.2%)

(2.9%)

Return on average ordinary shareholders’ equity (4)

7.9%

4.0%

1.9%

(15.3%)

(4.0%)

Average total equity as a percentage of average total assets

6.2%

7.2%

7.0%

6.2%

6.0%

Risk asset ratio - Tier 1 (5)

19.3%

19.2%

19.7%

17.7%

19.1%

Risk asset ratio - Total (5)

22.8%

23.4%

23.9%

22.9%

24.7%

 

 

Notes:

(1)

Fully diluted earnings per ordinary share in 2019 is 25.9p (2018 – 13.4p).

(2)

Return on average total assets represents profit/(loss) attributable to ordinary shareholders as a percentage of average total assets.

(3)

Return on average total equity represents profit/(loss) attributable to equity owners expressed as a percentage of average shareholder funds.

(4)

Return on average ordinary shareholders’ equity represents profit/(loss) attributable to ordinary shareholders expressed as a percentage of average ordinary shareholders’ equity.

(5)

Calculated on a PRA transitional basis.

 

RBS – Annual Report on Form 20-F 2019

53

 

 


 

Business Review

 

 

 

 

Financial summary continued

 

Segmental summary income statements

 

UK Personal

Ulster Bank

Commercial

Private

RBS

NatWest

Central items

Total

Banking

RoI

Banking

Banking

International

Markets

& other

RBS

2019

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

Net interest income

4,130

400

2,842

521

478

(188)

(136)

8,047

Non-interest income

736

167

1,476

256

132

1,530

1,909

6,206

Total income

4,866

567

4,318

777

610

1,342

1,773

14,253

Other expenses

(2,403)

(470)

(2,237)

(439)

(244)

(1,178)

(78)

(7,049)

Strategic costs

(290)

(60)

(301)

(38)

(20)

(222)

(450)

(1,381)

Litigation and conduct costs

(925)

(22)

(62)

(9)

(18)

141

(895)

Operating expenses

(3,618)

(552)

(2,600)

(486)

(264)

(1,418)

(387)

(9,325)

Impairment (losses)/releases

(393)

34

(391)

6

(2)

51

(1)

(696)

Operating profit/(loss)

855

49

1,327

297

344

(25)

1,385

4,232

Return on equity (1)

9.6%

2.3%

8.4%

15.4%

25.7%

(3.2%)

nm

9.4%

Cost:income ratio (2)

74.4%

97.4%

58.9%

62.5%

43.3%

105.7%

nm

65.1%

Average interest earning assets

167,186

25,100

145,933

21,689

29,912

35,444

nm

448,556

Third party customer asset rate (3)

3.22%

2.27%

3.16%

2.91%

2.89%

nm

nm

nm

Third party customer funding rate (3)

(0.38%)

(0.16%)

(0.43%)

(0.43%)

(0.13%)

nm

nm

nm

2018

Net interest income

4,283

444

2,855

518

466

112

(22)

8,656

Non-interest income

771

166

1,747

257

128

1,330

347

4,746

Total income

5,054

610

4,602

775

594

1,442

325

13,402

Other expenses

(2,428)

(490)

(2,288)

(456)

(260)

(1,213)

(224)

(7,359)

Strategic costs

(226)

(22)

(155)

(21)

(9)

(238)

(333)

(1,004)

Litigation and conduct costs

(213)

(71)

(44)

(1)

9

(153)

(809)

(1,282)

Operating expenses

(2,867)

(583)

(2,487)

(478)

(260)

(1,604)

(1,366)

(9,645)

Impairment (losses)/releases

(339)

(15)

(147)

6

2

92

3

(398)

Operating profit/(loss)

1,848

12

1,968

303

336

(70)

(1,038)

3,359

Return on equity (1)

24.7%

0.5%

12.1%

15.4%

24.4%

(2.0%)

nm

4.8%

Cost:income ratio (2)

56.7%

95.6%

52.8%

61.7%

43.8%

111.2%

nm

71.7%

Average interest earning assets

160,641

24,834

145,318

20,547

27,266

27,851

nm

436,957

Third party customer asset rate (3)

3.36%

2.41%

3.02%

2.89%

2.88%

nm

nm

nm

Third party customer funding rate (3)

(0.31%)

(0.20%)

(0.32%)

(0.25%)

(0.09%)

nm

nm

nm

 

Notes:

(1)

RBS’s CET 1 target is approximately 14% but for the purposes of computing segmental return on equity (ROE), to better reflect the differential drivers of capital usage, segmental operating profit after tax and adjusted for preference share dividends, is divided by average notional equity allocated at different rates of 15% (Ulster Bank RoI - 14% prior to Q1 2019), 12% (Commercial Banking), 13% (Private Banking - 13.5% prior to Q1 2019), 16% (RBS International) and 15% for all other segments, of the monthly average of segmental risk-weighted assets incorporating the effect of capital deductions (RWAes). Return on equity is calculated using profit for the period attributable to ordinary shareholders’ and risk-weighted assets equivalents (RWAes) incorporating the effect of capital deductions. RBS return on equity is calculated using profit for the period attributable to ordinary shareholders. Refer to the Non-IFRS financial measures section for details of the basis of preparation.

(2)

Operating lease depreciation included in income £138 million (2018 - £121 million). Refer to the Non-IFRS financial measures section for details of the basis of preparation.

(3)

UBI DAC and RBS International manage their funding and liquidity requirements locally. Their liquid asset portfolios and non-customer related funding sources are included within their net interest margin, but excluded from their third party asset and liability rates.

 

RBS – Annual Report on Form 20-F 2019

54

 

 


 

Business Review

 

 

 

 

Financial Summary continued

 

2019

2018

Variance

Income

£m

£m

£m

Interest receivable (1,2)

11,375

11,049

326

3%

Interest payable (1,2)

(3,328)

(2,393)

(935)

39%

Net interest income

8,047

8,656

(609)

(7%)

Net fees and commissions

2,511

2,357

154

7%

Income from trading activities

1,012

1,415

(403)

(28%)

Other non-interest income

2,683

974

1,709

175%

Non interest income

6,206

4,746

1,460

31%

Total income

14,253

13,402

851

6%

Notable items within total income

Alawwal bank merger gain in NatWest Markets

444

FX recycling gain in Central items & other (3)

1,459

Legacy liability release in Central items & other

256

Insurance indemnity

357

of which:

NatWest Markets

165

Central items & other

192

IFRS volatility in Central items & other (4)

9

(59)

UK Personal Banking debt sale gain

49

61

FX gains/(losses) in Central items & other

21

(46)

Commercial Banking fair value and disposal (loss)/gain

(16)

169

NatWest Markets legacy business disposal loss

(35)

(86)

Own credit adjustment

(80)

92

 

 

 

Notes:

(1)        Negative interest on net loans to customers is classed as interest payable and on customer deposits is classed as interest receivable.

(2)        Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities

(3)        Includes £290 million arising on the completion of the Alawwal bank merger in June 2019, £1,102 million arising on the liquidation of RFS Holdings and £67 million in relation to dividends in UBI DAC.

(4)        IFRS volatility relates to loans which are economically hedged but for which hedge accounting is not permitted under IFRS.

 

 

2019 compared with 2018

 

·           Total income increased by £851 million, or 6.3%. Excluding notable items, income decreased by £813 million, or 6.3%, due to a reduction in retail and commercial income, lower NatWest Markets income and increased Treasury funding costs, reflecting increased MREL costs and lower structural hedge income.

 

·           Across the retail and commercial businesses, income decreased by £301 million, or 2.6%, excluding notable items, principally reflecting margin pressure in a challenging market.

 

·           NIM of 1.79% was 19 basis points lower than 2018 and Bank NIM of 1.99% was 10 basis points lower than 2018, principally reflecting competitive pressures within the personal business and a flattening yield curve.

 

·           Structural hedges of £159 billion generated £0.6 billion of incremental net interest income for the year, compared with £0.9 billion of incremental net interest income on a balance of £159 billion in 2018.

 

RBS – Annual Report on Form 20-F 2019

55

 

 


 

Business Review

 

 

 

 

Financial summary continued

 

2019

2018 

Variance

Operating expenses

£m 

£m 

£m

Staff expenses

3,567

3,649

(82)

(2.2%)

Premises and equipment

1,020

1,241

(221)

(17.8%)

Other administrative expenses

1,638

1,787

(149)

(8.3%)

Strategic costs

1,381

1,004

377

37.5%

Litigation and conduct costs

895

1,282

(387)

(30.2%)

Administrative expenses

8,501

8,963

(462)

(5.2%)

Depreciation and amortisation 

824

645

179

27.8%

Impairment of other intangible assets

37

(37)

(100.0%)

Operating expenses

9,325

9,645

(320)

(3.3%)

Notable items within operating expenses

Push payment fraud costs

38

Litigation and conduct costs

895

1,282

of which:

    US RMBS

(169)

823

    PPI

900

200

 

2019 compared with 2018

 

·           Strategic costs of £1,381 million included: a £470 million charge relating to the reduction in our property portfolio; £299 million of technology costs; and a £178 million direct charge in NatWest Markets relating to both the wind-down of the legacy business and ongoing development of the core business infrastructure; with the remaining charge largely relating to restructuring costs to achieve cost efficiencies across front and back book operations.

 

·           Litigation and conduct cost included a £900 million PPI charge and a £169 million reimbursement under indemnification agreements relating to US residential mortgage-backed securities (RMBS).

 

·           Total operating expenses reduced by £320 million. Operating expenses, excluding strategic, litigation and conduct costs, reduced by £310 million, ahead of target, despite incurring an additional £38 million of authorised push payment fraud costs in line with new industry practice. In line with the reduction in costs, headcount was c.3,100, or 4.6%, lower than 2018.

 

2019

2018*

Variance

Impairments

£m 

£m 

£m

Loans - amortised cost (1)

339,968

320,256

19,712

6%

ECL provisions (2)

3,792

3,851

(59)

(2%)

Impairment losses

ECL charge (3)

696

398

298

75%

ECL loss rate - annualised (basis points)

20.47

12.43

8

65%

Amounts written off

792

1,494

(702)

(47%)

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS for further details.

 

Notes:

(1)        The table above summarises loans and related credit impairment measured on an IFRS 9 basis.

(2)        Includes £4 million (2018 – £5 million) related to assets classified as FVOCI.

(3)        Includes a £2 million charge (2018 – £3 million charge) relating to other financial assets, of which a £1 million release (2018 – £1 million charge) related to assets classified as FVOCI; and a nil (2018 – £31 million release) related to contingent liabilities.

 

2019 compared with 2018

 

·           The net impairment loss of £696 million, 21 basis points of gross customer loans, increased by £298 million compared with 2018, transitioning from a very benign period towards a more normalised external credit environment, as well as the impact of a small number of large individual commercial charges. The cost of risk remained below the view of our normalised blended long term loss rate of 30 to 40 basis points.

 

Tax

2019

2018 

£m 

£m 

Tax charge

432

1,208

UK corporation tax rate

19.0%

19.0%

Effective tax rate

10.2%

36.0%

 

2019 compared with 2018

 

·           The tax charge for the year ended 31 December 2019 is lower than the UK statutory rate reflecting the impact of the Alawwal bank merger gain on disposal, FX recycling gain on liquidation of RFS Holdings, a deferred tax credit on the recognition of tax losses following the transfer of business under the ring-fencing regulations and adjustments in respect of prior periods. These factors have been partially offset by the impact of conduct charges, the banking surcharge and a reduction in the carrying value of deferred tax assets in respect of losses in the UK and Ireland.

 

·           The tax charge for the year ended 31 December 2018 is higher than the UK statutory rate reflecting the impact of the banking surcharge, non deductible bank levy and conduct charges for which no tax relief has been recognised. These factors have been offset partially by adjustments in respect of prior periods.

 

RBS – Annual Report on Form 20-F 2019

56

 

 


 

Business review

 

 

 

 

Financial summary continued

Summary consolidated balance sheet as at 31 December 2019

 

 

2019

2018 

Variance

£m 

£m 

£m

Assets

Cash and balances at central banks

77,858

88,897

(11,039)

(12%)

Trading assets

76,745

75,119

1,626

2%

Derivatives

150,029

133,349

16,680

13%

Loans to banks - amortised cost

10,689

12,947

(2,258)

(17%)

Loans to customers - amortised cost

326,947

305,089

21,858

7%

Settlement balances

4,387

2,928

1,459

50%

Other financial assets

61,452

59,485

1,967

3%

Other assets

14,932

16,421

(1,489)

(9%)

Total assets

723,039

694,235

28,804

4%

Liabilities

Bank deposits

20,493

23,297

(2,804)

(12%)

Customer deposits

369,247

360,914

8,333

2%

Settlement balances

4,069

3,066

1,003

33%

Trading liabilities

73,949

72,350

1,599

2%

Derivatives

146,879

128,897

17,982

14%

Other financial liabilities

45,220

39,732

5,488

14%

Subordinated liabilities

9,979

10,535

(556)

(5%)

Other liabilities

9,647

8,954

693

8%

Total liabilities

679,483

647,745

31,738

5%

Total equity

43,556

46,490

(2,934)

(6%)

Total liabilities and equity

723,039

694,235

28,804

4%

Tangible net asset value per ordinary share (pence) (1)

268p

287p

19p

7%

 

Note:

(1)    Tangible net asset value per ordinary share represents tangible equity divided by the number of ordinary shares in issue

 

·           Total assets of £723.0 billion as at 31 December 2019 increased by £28.8 billion, 4%, compared with 31 December 2018. This was primarily driven by increases in loans to customers and derivatives, partially offset by reductions in cash and balances at central banks

 

·           Cash and balances at central banks decreased by £11.0 billion, 12%, to £77.9 billion mainly as a result of  Treasury liquidity management, a £4 billion repayment to the Bank of England Term Funding Scheme (TFS) and subordinated liability redemptions, offset by various bond  and MREL issuances.

 

·           Trading assets increased by £1.6 billion, 2%, to £76.7 billion and trading liabilities increased by £1.6 billion, 2%, to £73.9 billion both reflecting a moderate increase in NWM.

 

·           Movements in derivative assets, up £16.7 billion, 13%, to £150.0 billion, and liabilities, up £18.0 billion, 14% to £146.9 billion, mainly driven by mark-to-market increases due to a downward shift in interest rate yields and new business during the year, partially offset by the strengthening of sterling against major currencies since 2018 year end.

 

·           Loans to customers - amortised cost, increased by £21.9 billion, 7%, to £326.9 billion including £10 billion of net new loans to customers in UK Personal Banking and £11 billion in Treasury as part of liquidity management.

 

·           Other financial assets includes debt securities, equity shares and other loans and increased by £2.0 billion, 3%, to £61.5 billion, primarily driven by the equity holding in SABB partially offset by liquidity management.

 

·           Other assets decreased by £1.5 billion, 9% to £14.9 billion primarily driven by the reduction in assets of disposal group following the Alawwal bank merger.

 

·           Bank deposits decreased by £2.8 billion, 12%, to £20.5billion, with decreases including a £4 billion repayment of the Bank of England TFS, partially offset by an increase in repo transactions in Treasury.

 

·           Customer deposits increased by £8.3 billion, 2% to £369.2 billion  including increases of £5.0 billion in UK Personal banking reflecting continued growth across current accounts and savings.

 

·           Other financial liabilities included customer deposits at fair value through profit and loss and debt securities in issue increased by £5.5 billion, 14%, to £45.2 billion primarily driven by £4 billion of MREL senior debt issued by RBSG plc.

 

·           Subordinated liabilities decreased by £0.6 billion, 5% to £10.0 billion as a result of redemptions in the period of £1.1 billion, offset by an issuance of £0.6 billion by RBSG plc.

 

·           Other liabilities  increased by £0.7 billion, 8% to £9.6 billion mainly due to the increase in lease balances following the adoption of IFRS 16 on 1 January 2019, partially offset by reductions in provisions in the year.

 

·           Owners’ equity decreased by £2.2 billion, 5%, to £43.5 billion, primarily driven by the payment of ordinary dividends of £3 billion,  offset by the £3.5 billion profit for the year, which included FX recycling of £1.5 billion.

 

RBS – Annual Report on Form 20-F 2019

57

 

 


 

Business Review

 

 

 

 

Segment performance

UK Personal Banking

 

2019

2018 

Variance

Income statement

£m 

£m 

£m

Net interest income

4,130

4,283

(153)

(4%)

Non-interest income

736

771

(35)

(5%)

Total income

4,866

5,054

(188)

(4%)

Other costs

(2,403)

(2,428)

25

(1%)

Strategic costs

(290)

(226)

(64)

28%

Litigation and conduct costs

(925)

(213)

(712)

nm

Operating expenses

(3,618)

(2,867)

(751)

26%

Impairment losses

(393)

(339)

(54)

16%

Operating profit

855

1,848

(993)

(54%)

Performance ratios

Return on equity (1)

9.6%

24.7%

(15.1%)

Net interest margin

2.47%

2.67%

(0.20%)

Cost:income ratio

74.4%

56.7%

17.7%

 

Note:

(1)        Return on equity is based on segmental operating profit after tax adjusted for preference dividends divided by average notional equity based on 15% of the monthly average of segmental RWAes, assuming 28% tax rate.

 

2019

2018

Variance

Capital and balance sheet

£bn 

£bn 

£bn

Loans to customers (amortised cost)

  - personal advances

8.5

7.6

0.9

12%

  - mortgages

147.5

138.5

9.0

6%

  - cards

4.3

4.0

0.3

8%

Total loans to customers (amortised cost)

160.3

150.1

10.2

7%

Loan impairment provisions

(1.4)

(1.2)

(0.2)

17%

Net loans to customers

158.9

148.9

10.0

7%

Total assets

182.3

171.0

11.3

7%

Customer deposits

150.3

145.3

5.0

3%

Risk-weighted assets

37.8

34.3

3.5

10%

 

2019 compared with 2018

 

·           Almost three quarters of our current account customers are now digitally active, with growing engagement and continued improvements to their digital experience making it easier for our customers everyday. Total digital sales volumes increased by 30% compared with 2018, representing 53% of all sales. 63% of personal unsecured loan sales, 66% of credit card accounts and 56% of current accounts opened were via the digital channel.

 

·           Total income was £188 million, or 3.7%, lower than 2018, impacted by lower overall mortgage margins, an IFRS 9 accounting change for interest in suspense recoveries of £29 million and a £12 million decrease in debt sale gains, partially offset by strong lending growth.

 

·           Net interest margin decreased by 20 basis points reflecting mortgage margin pressure, as front book margins remain lower than back book margin and the book re-prices to the current rate.

 

·           Operating expenses of £3,618 million, were £751 million, or 26.2%, higher compared with 2018. Excluding strategic, litigation and conduct costs, operating expenses decreased by £25 million, or 1.0%, reflecting a 6.5% reduction in headcount from digital process simplification and back office rationalisation and lower property costs, partially offset by increased fraud costs due to a revised customer refund approach for authorised push payment scams, annual pay award, and increased investment and technology costs.

 

·           Litigation and conduct costs include a £900 million charge in respect of PPI claims following greater than predicted complaints volumes in the lead up to the 29 August 2019 deadline.

 

·           Impairment losses were £54 million higher than 2018 reflecting lending growth and lower debt sale recoveries, partially offset by interest in suspense recoveries following an IFRS 9 accounting change and a £25 million lower charge for economic uncertainty than in 2018. Default rates increased slightly since 2018, but, the overall trend flattened in the second half of the year as a result of unsecured risk appetite tightening.

 

·           Net loans to customers increased by £10.0 billion, or 6.7%, to £158.9 billion. The business has maintained a prudent approach to risk and pricing in a very competitive market, with gross new mortgage lending in 2019 of £33.3 billion, 9.6% higher than 2018. Mortgage new business market share increased to approximately 12.5%, supporting a stock share of around 10.2% up from 9.8% in 2018. Momentum also continued in personal advances and credit cards, increasing by 11.8% and 7.5% respectively.

 

·           Customer deposits increased by £5.0 billion, or 3.4%, as growth continued across current accounts and savings.

 

·           RWAs increased by £3.5 billion, or 10.2%, principally due to strong lending, £2.2 billion, mortgage predictive loss adjustments, £0.6 billion, and an increase linked to IFRS 16 changes, £0.7 billion.

 

RBS – Annual Report on Form 20-F 2019

58

 

 


 

Business Review

 

 

 

 

Segment performance continued

Ulster Bank RoI

2019

2018 

Variance

2019

2018 

Variance

Income statement

m

£m 

£m 

£m

Net interest income

456

502

(46)

(9%)

400

444

(44)

(10%)

Non-interest income

191

187

4

2%

167

166

1

1%

Total income

647

689

(42)

(6%)

567

610

(43)

(7%)

Other costs

(537)

(553)

16

(3%)

(470)

(490)

20

(4%)

Strategic costs

(68)

(25)

(43)

172%

(60)

(22)

(38)

173%

Litigation and conduct costs

(25)

(79)

54

(68%)

(22)

(71)

49

(69%)

Operating expenses

(630)

(657)

27

(4%)

(552)

(583)

31

(5%)

Impairment releases/(losses)

38

(17)

55

nm

34

(15)

49

nm

Operating profit

55

15

40

nm

49

12

37

nm

Average exchange rate  -

1.141

1.130

Performance ratios

Return on equity (1)

2.3%

0.5%

1.8%

2.3%

0.5%

1.8%

Net interest margin

1.59%

1.79%

(0.20%)

1.59%

1.79%

(0.20%)

Cost:income ratio

97.4%

95.6%

1.8%

97.4%

95.6%

1.8%

 

Note:

 

(1)

Return on equity is based on segmental operating profit after tax adjusted for preference share dividends divided by average notional equity (based on 15% of the monthly average of segmental risk-weighted assets incorporating the effect of capital deductions (RWAes)), assuming a nil tax rate.

 

2019

2018 

Variance

2019

2018 

Variance

Capital and balance sheet

bn

bn

bn

£bn

£bn

£bn

Loans to customers (amortised cost)

 - mortgages

16.0

16.2

(0.2)

(1%)

13.6

14.5

(0.9)

(6%)

 - other lending

6.3

5.9

0.4

7%

5.4

5.3

0.1

2%

Total loans to customers (amortised cost)

22.3

22.1

0.2

1%

19.0

19.8

(0.8)

(4%)

Loan impairment provisions

(0.9)

(1.1)

0.2

(18%)

(0.8)

(1.0)

0.2

(20%)

Net loans to customers

21.4

21.0

0.4

2%

18.2

18.8

(0.6)

(3%)

Total assets

29.8

28.1

1.7

6%

25.4

25.2

0.2

1%

Funded assets

29.8

28.1

1.7

6%

25.4

25.2

0.2

1%

Customer deposits

21.7

20.1

1.6

8%

18.5

18.0

0.5

3%

Risk-weighted assets

15.3

16.4

(1.1)

(7%)

13.0

14.7

(1.7)

(12%)

Spot exchange rate -

1.175

1.117

 

2019 compared with 2018

·           Ulster Bank RoI continued to strengthen its digital proposition in 2019 through enhancements to digital and mobile customer offerings. 70% of active current account customers are now on digital channels, with 48% using the mobile app which now includes new app services to enable customers to lock and unlock their debit cards, create savings goals and explore how they are spending their money.

·           Total income was £43 million, or 7.0% (42 million, or 6.1% in euro terms) lower than 2018 primarily reflecting reduced income from non-performing loans (NPLs) following the sale of a portfolio of assets, largely completed in 2018, and an income reduction from an IFRS 9 accounting change in 2019 for interest in suspense recoveries of £20 million (23 million), with an offsetting impact in impairments. These movements contributed to a 20 basis points decrease in net interest margin compared with 2018.

·           Operating expenses of £552 million (630 million in euro terms) decreased by £31 million, or 5.3% (€27 million, or 4.1% in euro terms). Excluding strategic, conduct and litigation costs, operating expenses decreased by £20 million, or 4.1% (16 million, or 2.9% in euro terms), due to reduced project and pension costs and other efficiencies which resulted in a headcount reduction of 6.5%, partially offset by higher levies and increased risk and compliance costs.

·           A net impairment release of £34 million (38 million) reflects improvements in the performance of the loan portfolio and the accounting change for interest in suspense recoveries, partially offset by a charge for economic uncertainty.

·           Net loans to customers decreased by £0.6 billion, or 3.2% due to the weakening of the euro, but increased  by 0.4 billion, or 1.9% in euro terms, reflecting strong lending in both the personal and commercial sectors, partially offset by concluding the sale of a portfolio of NPLs, £0.1 billion (0.1 billion), and a continued reduction in the tracker mortgage book. Tracker mortgage balances reduced by £1.0 billion, or 12.9% (0.7 billion, or 8.4% in euro terms) compared with 2018, with Tracker balances accounting for 38.2% of total net loans at the end of 2019. The business maintained a prudent approach to risk and pricing in a competitive market, with gross new lending of £2.6 billion (3.0 billion) in 2019, 7.4% (13.0% in euro terms) higher than 2018.

·           Customer deposits increased by £0.5 billion, or 2.8% (1.6 billion, or 8.0% in euro terms), supporting a reduction in the loan:deposit ratio to 98% from 105%.

·           RWAs reduced by £1.7 billion, or 11.6% (1.1 billion, or 6.7% in euro terms), principally reflecting an improvement in credit metrics and the impact of the NPL sale.

 

RBS – Annual Report on Form 20-F 2019

59

 

 


 

Business Review

 

 

 

Segment performance continued

Commercial Banking

2019

2018 

Variance

Income statement

£m 

£m 

£m

Net interest income

2,842

2,855

(13)

(0%)

Non-interest income

1,476

1,747

(271)

(16%)

Total income

4,318

4,602

(284)

(6%)

Other costs

(2,237)

(2,288)

51

(2%)

Strategic costs

(301)

(155)

(146)

94%

Litigation and conduct costs

(62)

(44)

(18)

41%

Operating expenses

(2,600)

(2,487)

(113)

5%

Impairment losses

(391)

(147)

(244)

166%

Operating profit

1,327

1,968

(641)

(33%)

Performance ratios

Return on equity (1)

8.4%

12.1%

(3.7%)

Net interest margin

1.95%

1.96%

(0.01%)

Cost:income ratio

58.9%

52.8%

6.1%

 

Note:

(1)

Return on equity is based on segmental operating profit after tax adjusted for preference dividends divided by average notional equity based on 12% of the monthly average of segmental RWAes, assuming 28% tax rate.

 

2019

2018 

Variance

Capital and balance sheet

£bn 

£bn

£bn

Loans to customers (amortised cost)

  - business banking

6.9

6.7

0.2

3%

  - SME & mid-corporates

29.7

30.0

(0.3)

(1%)

  - specialised business

16.1

18.0

(1.9)

(11%)

  - large corporates & institutions

21.0

18.4

2.6

14%

  - real estate

21.3

20.7

0.6

3%

  - commercial - EU divestment

5.6

7.0

(1.4)

(20%)

  - other

1.9

2.0

(0.1)

(5%)

Total loans to customers (amortised cost)

102.5

102.8

(0.3)

(0%)

Loan impairment provisions

(1.3)

(1.4)

0.1

(7%)

Net loans to customers (amortised cost)

101.2

101.4

(0.2)

(0%)

Total assets

165.4

166.4

(1.0)

(1%)

Customer deposits (excluding repos)

135.0

134.4

0.6

0%

Loan:deposit ratio (excluding repos)

75%

75%

Risk-weighted assets

72.5

78.4

(5.9)

(8%)

 

Notes:

(1)

New drawn lending and any re-financing resulting in a new facility or the opening of a new account, excluding Overdrafts and Supplier Finance.

(2)

RWA intensity is defined as total risk weighted assets divided by total loans to customers (amortised cost).

 

2019 compared with 2018

·           Commercial Banking continues to focus on increasing customer interactions through digital channels. In 2019, NatWest became the first UK bank to launch biometric secure authentication for all business payments via Bankline mobile. Conversation volumes with our chat bot Cora have increased to c.16,500 per month since inception in December 2018.

·           Total income decreased by £284 million, or 6.2%, reflecting asset disposal and fair value gains of £169 million in 2018, compared with a £16 million loss in 2019, combined with lower deposit income and lower non-interest income. Net interest margin decreased by 1 basis point in comparison to 2018 as a result of lower deposit income, with lending margins broadly stable.

·           Operating expenses of £2,600 million were £113 million, or 4.5%, higher compared with 2018. Excluding strategic, litigation and conduct costs, operating expenses decreased by £51 million, or 2.2%, reflecting lower back office operations costs and VAT recoveries, partially offset by £17 million higher operating lease depreciation, £9 million authorised push payment fraud costs in line with new industry practice, and higher remediation, innovation and technology spend.

·           Impairment losses of £391 million include a small number of single name charges, IFRS 9 modelling adjustments and charges in respect of increased economic uncertainty.

·           Commercial Banking gross new lending(1) was £19.5 billion in 2019. Net loans to customers decreased by £0.2 billion as planned reductions in EU divestment and Large Corporates & Institutions Western European transfers to NatWest Markets of £0.6 billion were partially offset by growth across the business. Lending across Business Banking, SME & Mid-Corporate and Specialised business increased by £1.1 billion, or 2.1%.

·           RWAs decreased by £5.9 billion due to model improvements, active capital management and business transfers of £2.4 billion, resulting in a RWA intensity(2) of 70.7% in comparison to 76.3% in 2018.

 

RBS – Annual Report on Form 20-F 2019

60

 

 


 

Business Review

 

 

 

Segment performance continued

Private Banking

2019

2018 

Variance

Income statement

£m 

£m 

£bn

Net interest income

521

518

3

1%

Non-interest income

256

257

(1)

(0%)

Total income

777

775

2

0%

Other costs

(439)

(456)

17

(4%)

Strategic costs

(38)

(21)

(17)

81%

Litigation and conduct costs

(9)

(1)

(8)

nm

Operating expenses

(486)

(478)

(8)

2%

Impairment releases/(losses)

6

6

Operating profit

297

303

(6)

(2%)

Performance ratios

Return on equity (1)

15.4%

15.4%

Net interest margin

2.40%

2.52%

(0.12%)

Cost:income ratio

62.5%

61.7%

0.8%

 

2019

2018 

Variance

Capital and balance sheet

£bn

£bn

£bn

Loans to customers (amortised cost)

  - personal

2.1

2.0

0.1

5%

  - mortgages

10.0

8.9

1.1

12%

  - other

3.4

3.4

Total Net loans to customers (amortised cost)

15.5

14.3

1.2

8%

Total assets

23.3

22.0

1.3

6%

Assets under management (AUMs) (2)

23.2

19.8

3.4

17%

Assets under administration (AUAs) (3)

7.2

6.6

0.6

9%

Assets under management and administration (AUMA)

30.4

26.4

4.0

15%

Customer deposits

28.4

28.4

Loan:deposit ratio

55%

50%

0.1

10%

Risk-weighted assets

10.1

9.4

0.7

7%

 

Notes:

(1)

Return on equity is based on segmental operating profit after tax adjusted for preference dividends divided by average notional equity based on 13% (13.5% prior to Q1 2019 and 14% prior to Q1 2018) of the monthly average of segmental RWAes, assuming 28% tax rate.

(2)

Comprises assets under management, assets under custody and investment cash.

(3)

Private Banking manages assets under management portfolios on behalf of UK Personal Banking and RBSI. Prior to Q4 2018, the assets under management portfolios of UK Personal Banking and RBSI were not included. Private Banking receives a management fee from UK Personal Banking and clients of RBSI in respect of providing this service.

 

2019 compared with 2018

·           Private banking offers a service-led, digitally enabled experience for its clients, with approximately 75% of eligible clients banking with us digitally. Our client servicing model utilises both digital and telephony through Coutts24 and Adam24, which have client satisfaction ratings of 96% and 92% respectively. Coutts Connect, our social platform which allows clients to network and build working relationships with one another, now has over 1,700 active users since launching in 2018.

·           Total income increased by £2 million, or 0.3%, as volume growth and one-off benefits were partially offset by lower deposit income. Net interest margin decreased by 12 basis points compared with 2018 primarily due to deposit margin pressure.

·           Operating expenses of £486 million were £8 million, or 1.7%, higher compared with 2018. Excluding strategic, litigation and conduct costs, operating expenses decreased by £17 million, or 3.7%, primarily reflecting lower back office operations costs.

·           A net impairment release of £6 million reflected a number of one-off releases.

·           Net loans to customers increased by £1.2 billion, or 8.4%, mainly due to mortgage lending, relative to an increase in RWA’s of £0.7 billion, or 7.4%.

·           Total assets under management in Private Banking increased by £3.4 billion, or 17.2%, reflecting positive investment performance of £2.7 billion and net new business inflows of £0.7 billion.

·           Total assets under management and administration overseen by Private Banking increased by £4.0 billion, or 15.2%, reflecting positive investment performance of £3.2 billion and net new business inflows of £0.8 billion.

 

RBS – Annual Report on Form 20-F 2019

61

 

 


 

Business Review

 

 

 

Segment performance continued

RBS International

2019

2018 

Variance

Income statement

£m 

£m 

£m

Net interest income

478

466

12

3%

Non-interest income

132

128

4

3%

Total income

610

594

16

3%

Other costs

(244)

(260)

16

(6%)

Strategic costs

(20)

(9)

(11)

122%

Litigation and conduct costs

9

(9)

(100%)

Operating expenses

(264)

(260)

(4)

2%

Impairment (losses)/releases

(2)

2

(4)

(200%)

Operating profit

344

336

8

2%

Performance ratios

Return on equity (1)

25.7%

24.4%

1.3%

Net interest margin

1.60%

1.71%

(0.11%)

Cost:income ratio

43.3%

43.8%

(0.5%)

 

Note:

(1)

Return on equity is based on segmental operating profit after tax adjusted for preference dividends divided by average notional equity based on 16% of the monthly average of segmental RWAes.

 

2019

2018 

Variance

Capital and balance sheet

£bn

£bn

£bn

Loans to customers (amortised cost)

  - corporate

11.1

10.2

0.9

9%

  - mortgages

2.6

2.7

(0.1)

(4%)

  - other

0.4

0.4

Total Net loans to customers (amortised cost)

14.1

13.3

0.8

6%

Total assets

31.7

28.4

3.3

12%

Customer deposits

30.1

27.5

2.6

9%

Risk-weighted assets

6.5

6.9

(0.4)

(6%)

 

2019 compared with 2018

·           RBS International’s existing personal customers can now open individual savings accounts in an average time of 8 minutes rather than 14 days, with over 3,000 new accounts opened this year using the automated process. Digital adoption in personal banking has increased by more than 17%. Over 90% of non-personal customers who provided feedback find our electronic banking platform, eQ easy or extremely easy to use, with 18 new features introduced into eQ through 2019 as part of our ongoing investment in the platform.

·           Total income increased by £16 million, or 2.7%, due to increased customer lending and deposits in Institutional and Local Banking. Institutional Banking contributed 63% to income in 2019, with Local Banking 31% and Depositary Services 6%. Net interest margin decreased by 11 basis points compared with 2018 as deposit margins reduced due to falling interest rates in the second half of the year along with mortgage margin pressure.

·           Operating expenses of £264 million were £4 million, or 1.5%, higher compared with 2018. Excluding strategic, litigation and conduct costs, operating expenses decreased £16 million, or 6.2%, reflecting a £24 million reduction in back office operations costs, partially offset by higher investment spend relating to the digital proposition.

·           Net loans to customers increased by £0.8 billion, or 6.0%, reflecting a Funds business transfer of £0.5 billion from NatWest Markets and higher volumes in Institutional and Local Banking.

·           Customer deposits increased by £2.6 billion primarily reflecting activity in the Funds sector and £1.1 billion growth in term and notice deposits.

·           RWAs decreased by £0.4 billion as the impact of model updates was partially offset by increased lending and business transfers.

 

RBS – Annual Report on Form 20-F 2019

62

 

 


 

Business Review

 

 

 

Segment performance continued

NatWest Markets(1)

2019

2018 

Variance

Income statement

£m 

£m 

£m

Net interest income

(188)

112

(300)

nm

Non-interest income

1,530

1,330

200

15%

Total income

1,342

1,442

(100)

(7%)

Other costs

(1,178)

(1,213)

35

(3%)

Strategic costs

(222)

(238)

16

(7%)

Litigation and conduct costs

(18)

(153)

135

(88%)

Operating expenses

(1,418)

(1,604)

186

(12%)

Impairment releases

51

92

(41)

(45%)

Operating loss

(25)

(70)

45

(64%)

Analysis of income by product

Rates

455

662

(207)

(31%)

Currencies

432

432

Financing

403

382

21

5%

Revenue share paid to other segments

(208)

(217)

9

(4%)

Core income excluding OCA

1,082

1,259

(177)

(14%)

Legacy

340

91

249

nm

Own credit adjustments

(80)

92

(172)

(187%)

Total income

1,342

1,442

(100)

(7%)

Performance ratios

Return on equity (2)

(3.2)%

(2.0)%

(1.2)%

Cost:income ratio

105.7%

111.2%

(5.5)%

 

2019

2018 

Variance

Capital and balance sheet

£bn

£bn

£bn

Net loans to customers (amortised cost)

8.4

8.4

Total assets

263.9

244.5

19.4

8%

Funded assets

116.2

111.4

4.8

4%

Customer deposits

3.7

2.6

1.1

42%

Risk-weighted assets

37.9

44.9

(7.0)

(16%)

 

Notes:

(1)        The NatWest Markets operating segment is not the same as the NatWest Markets Plc legal entity or group. For 2019, NatWest Markets Plc entity includes NatWest Markets N.V. from the 29 November 2019 only, whereas the NatWest Markets franchise excludes the Central items & other segment. For periods prior to Q4 2019, NatWest Markets N.V. was also excluded from the NatWest Markets Plc entity.

(2)        Return on equity is based on segmental operating profit after tax adjusted for preference dividends divided by average notional equity (based on 15% of the monthly average of segmental risk-weighted assets incorporating the effect of capital deductions (RWAes)), assuming 28% tax rate.

 

2019 compared with 2018

·           NatWest Markets continued to play a leading role in market structural reform. We were first-to-market with our Realised Rate calculator and we acted as the sole solicitation agent for the first ever LIBOR to SONIA bond amendment issued in the market.

·           Total income decreased by £100 million, or 6.9%, reflecting lower core income and own credit adjustments (OCA), partially offset by increased legacy income following the £444 million gain on the merger of Alawwal bank with SABB.

·           A core income reduction of £177 million, or 14.1%, was due to challenging market conditions, most significantly in Q3 2019 when the business was impacted by weak performance in the Rates business.

·           Operating expenses of £1,418 million were £186 million, or 11.6%, lower compared with 2018. Excluding strategic, litigation and conduct costs, operating expenses decreased by £35 million, or 2.9%.

·           A net impairment release of £51 million compared with a release of £92 million in 2018, both reflecting a small number of legacy cases.

·           RWAs decreased by £7.0 billion driven by the £4.7 billion reduction following the merger of Alawwal bank with SABB and other legacy reductions.

 

2019

2018 

Variance

Central items & other

£m 

£m 

£m

Central items not allocated

1,385

(1,038)

2,423

nm

 

Funding and operating costs have been allocated to operating segments based on direct service usage, the requirement for market funding and other appropriate drivers where services span more than one segment. Residual unallocated items relate to volatile corporate items that do not naturally reside within a segment.

 

2019 compared with 2018

·              Central items not allocated include £1,459 million of FX recycling gains, a £169 million reimbursement under indemnification agreements relating to US residential mortgage-backed securities (RMBS) and strategic costs of £450 million. FY 2018 included a litigation and conduct charge of £809 million, principally in respect of the settlement with the US Department of Justice.

 

RBS – Annual Report on Form 20-F 2019

63

 

 


 

Our Board

 

 

 

Key

 

 

 

 

 

 

A

 

Group Audit Committee

 

Ri

 

Group Board Risk Committee

E

 

Group Executive Committee

 

S

 

Group Sustainable Banking Committee

N

 

Group Nominations and Governance Committee

 

T

 

Technology and Innovation Committee

Re

 

Group Performance and Remuneration Committee

 

Underlined

 

Committee Chairman

 

1 Howard Davies  

Appointed: 14 July 2015 (Board),

1 September 2015 (Chairman)

Experience: Howard was chair of the UK Airports Commission between 2012 and 2015; Chairman of Phoenix plc from 2012 to 2015; Director of the London School of Economics and Political Science from 2003 until May 2011; Chairman of the UK Financial Services Authority from 1997 to 2003; and Deputy Governor of the Bank of England from 1995 to 1997.

 

He is also Professor of Practice at the Paris Institute of Political Science (Sciences Po) and author of several books on financial subjects.

 

External appointments: Independent director of Prudential plc and Chair of the Risk Committee; Member of the Regulatory and Compliance Advisory Board of Millennium Management LLC; Chair of the International Advisory Council of the China Securities Regulatory Commission; and Member of the International Advisory Council of the China Banking and Insurance Regulatory Commission.

 

2 Alison Rose  

Appointed: 1 November 2019

Experience: Alison has worked at RBS for 27 years. Prior to her current role, Alison was Deputy CEO of NatWest Holdings and CEO of the Commercial and Private Banking business. Previous roles include Head of Europe, Middle East and Africa, Markets & International Banking and Global Head of International Banking Capital and Balance Sheet. Alison was invited by the UK Government to lead a review of the barriers to women starting a business and launched The Rose Review in March 2019. Alison also champions NatWest’s Entrepreneur Accelerator programme, an innovative initiative supporting start-up businesses across the UK, and sponsors the Bank’s employee-led networks.

 

External appointments: Non-executive director of Great Portland Estates plc; Chair of the McLaren/Deloitte Advisory Council; and sits on the board of Coutts Charitable Foundation.

 

3 Katie Murray  

Appointed: 1 January 2019

Experience: Katie joined RBS as Director of Finance in November 2015 and was appointed as Deputy Chief Financial Officer in March 2017. She was appointed Chief Financial Officer in January 2019. Katie has worked in Finance and Accounting for nearly 30 years with experience in capital management, investor relations, financial planning and all areas of financial services. Katie was previously the Group Finance Director for Old Mutual Emerging Markets, based in Johannesburg from 2011 to 2015, having held various roles in Old Mutual from 2002. Prior to this, Katie worked at KPMG for 13 years.

 

Katie is a Chartered Accountant having trained in Scotland and is a member of The Institute of Chartered Accountants of Scotland.

 

External appointments: None.

 

Independent non-executive directors

 

4 Frank Dangeard  

Appointed: 16 May 2016

Experience: Frank assumed the role of Chairman, NatWest Markets Plc on 30 April 2018. Previously, Frank served as a non-executive director of Crédit Agricole CIB, EDF, Home Credit, Orange, Sonaecom SGPS, and as Deputy Chairman and acting Chairman of Telenor ASA. During his executive career he held various roles at Thomson S.A., including Chairman and Chief Executive Officer, and was Deputy Chief Executive Officer of France Telecom. Prior to that he was Chairman of SG Warburg France and Managing Director of SG Warburg.

 

Frank is a graduate of HEC and IEP in Paris and of the Harvard Law School in the US.

 

External appointments: Chairman of the Board of NortonLifeLock Inc. and non-executive director of Arqiva Group Limited.

 

5 Alison Davis  

Appointed: 1 August 2011

Experience: Previously, Alison served as a director of City National Bank, First Data Corporation, Xoom Corporation, Presidio Bank and Diamond Foods, Inc, and as a non-executive director and chair of the board of LECG Corporation. She has also worked at McKinsey & Company; AT Kearney; as Chief Financial Officer at Barclays Global Investors (now BlackRock); and as managing partner of Belvedere Capital, a private equity firm focused on buy-outs in the financial services sector.

 

Alison is a graduate of Cambridge University and Stanford Business School.

 

External appointments: Non-executive director, and member of the audit committee of Fiserv Inc; non-executive director and chair of the audit committee of Ooma Inc; and non-executive director and chair of the audit committee of Collibra.

 

6 Patrick Flynn  

Appointed: 1 June 2018

Experience: Patrick was the Chief Financial Officer and a member of the Executive Board of ING Group N.V. from April 2009 to May 2017. Prior to that, he was Chief Financial Officer of HSBC Insurance from 2007 to 2009 and prior to that, from 2002 to 2007, was Chief Financial Officer of HSBC South America based in Brazil where he was responsible for HSBC’s banking and insurance operations.

 

Patrick is a Fellow of Chartered Accountants Ireland; and a member of the Association of Corporate Treasurers in the UK.

 

External appointments: Non-executive director of Aviva plc and chair of the audit committee, and member of the risk and nomination committees.

 

RBS – Annual Report on Form 20-F 2019

64

 

 


 

Our Board

 

 

 

7 Morten Friis  

Appointed: 10 April 2014

Experience: Prior to being appointed to the Board, Morten had a 34 year financial services career. He held various roles at Royal Bank of Canada and its subsidiaries including Associate Director at Orion Royal Bank; Vice President, Business Banking; and Vice President, Financial Institutions. In 1997, he was appointed as Senior Vice President, Group Risk Management and served as the Chief Credit Officer, then Chief Risk Officer, from 2004 to 2014. He was also previously a Director of RBC Bank (USA); Westbury Life Insurance Company; RBC Life Insurance Company; and RBC Dexia Investor Services Trust Company.

 

External appointments: Member of the Board of Directors of The Canadian Institute for Advanced Research; member of the Board of Directors of the Harvard Business School Club of Toronto; and non-executive director of Jackson National Life Insurance Company.

 

8 Robert Gillespie   

Appointed: 2 December 2013

Experience: Robert had a long career in investment banking, specialising in corporate advisory work. He was Director General of the Takeover Panel from 2010 until 2013 and prior to that held a number of senior management positions at UBS including being global head of investment banking from 1999 until 2005, chief executive of UBS for EMEA from 2004 to 2006 and Vice Chairman of UBS Investment Bank from 2005 to 2008. He commenced his career at Price Waterhouse where he qualified as a Chartered Accountant and in 1981 joined S.G. Warburg which subsequently became part of UBS.

 

External appointments: Chairman of The Boat Race Company Limited; director of Social Finance Limited; and professor of practice, Durham University Business School.

 

9 Baroness Noakes, DBE  

Appointed: 1 August 2011

Experience: Baroness Noakes is an experienced director on UK listed company boards with extensive and varied political and public sector experience. A qualified chartered accountant, she previously headed KPMG’s European and International Government practices and has been President of the Institute of Chartered Accountants in England and Wales. She was appointed to the House of Lords in 2000 and has served on the Conservative front bench in various roles including as shadow Treasury minister between 2003 and May 2010. Baroness Noakes previously held non-executive roles on the Court of the Bank of England, Hanson, ICI, Severn Trent plc, Carpetright plc, John Laing Group plc and SThree plc. She also previously served as Deputy Chair of Ofcom.

 

External appointments: None

 

10 Mike Rogers  

Appointed: 26 January 2016

Experience: Mike was previously Chief Executive of Liverpool Victoria Group for 10 years. Mike has extensive experience in retail banking and financial services. He joined Barclays in 1986 where he undertook a variety of roles in the UK and overseas across business banking, wealth management and retail banking, and was Managing Director of Small Business, Premier Banking and UK Retail Banking.

 

External appointments: Chairman of Experian plc; Chairman of Aegon UK and Chairman of its Remuneration Committee.

 

11 Mark Seligman  

Appointed: 1 April 2017; Senior Independent Director since 1 January 2018

Experience: Mark is a former senior investment banker with broad financial services knowledge and has substantial FTSE 100 Board experience gained in various industry sectors, including as a Committee Chair and Senior Independent Director. During his executive career, he held various senior roles at Credit Suisse/BZW (including Deputy Chairman, CSFB Europe and Chairman, UK Investment Banking, CSFB); and previously SG Warburg (ultimately as Managing Director, Head of Advisory). He has also previously served as a non-executive Director of BG Group plc and as Deputy Chairman of G4S plc.

 

External appointments: Senior Independent Director of Kingfisher plc, and non-executive director and chairman of the audit committee of Smiths Group plc.

 

12 Lena Wilson, CBE  

Appointed: 1 January 2018

Experience: Lena is an experienced CEO with an international career, who spent a significant proportion of her executive career with Scottish Enterprise, latterly as Chief Executive from 2009 until 2017. Prior to that, Lena held the role of Senior Investment Advisor to The World Bank in Washington DC. She is a visiting Professor at the University of Strathclyde and has previously served as a member of Scotland’s Financial Services Advisory Board and as Chair of Scotland’s Energy Jobs Taskforce. In June 2015 she received a CBE for services to economic development in Scotland. Lena is Chair of the Colleague Advisory Panel established by RBS during 2018.

 

External appointments: Non-executive director of Intertek Group plc and member of the audit and nomination committees; Senior Independent Director of Argentex Group plc; and non-executive director of Scottish Power Renewables Limited. Visiting Professor, University of Strathclyde Business School. Member of National Advisory Board MCR Pathways, and Chairman of Advisory Board of Turtle Pack Ltd.

 

Chief Governance Officer and Company Secretary

 

13 Jan Cargill

Appointed: 5 August 2019

Experience: Jan is a chartered company secretary with over 20 years corporate governance experience. She was appointed Deputy Company Secretary in 2010, and prior to that held various roles in the legal and secretariat functions in RBS, including Head of Board and Shareholder Services.

 

Jan has a law degree and is a Fellow of the Chartered Banker Institute. She is also an Associate of The Chartered Governance Institute, and has an INSEAD Certificate in Corporate Governance.

 

 

RBS – Annual Report on Form 20-F 2019

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Corporate governance

 

 

 

 

Page

Our Board

64

Corporate governance

66

Report of the Group Nominations and Governance Committee

70

Report of the Group Audit Committee

72

Report of the Group Board Risk Committee

76

Report of the Group Sustainable Banking Committee

79

Report of the Technology and Innovation Committee

80

Directors’ Remuneration report

81

Compliance report

108

Report of the directors

110

Statement of directors’ responsibilities

113

 

Dear Shareholder,

I am pleased to present the corporate governance report for 2019. This has been a noteworthy year for the Board with the appointment of a new Group Chief Executive Officer (CEO), and much time dedicated to the development of RBS Group’s purpose and strategy.

 

Board leadership and company purpose

In February 2019, the Board adopted a short set of annual objectives to improve agenda focus and ensure effective use of Board time. During the first full year of operation of ring-fenced governance arrangements, these objectives also served as an important reminder of the respective roles and responsibilities of the RBSG plc Board and the boards of the NWH Sub Group (NWH Ltd, NWB Plc, RBS plc and Ulster Bank Limited). The five themes selected provide a framework to share some key highlights for the year from a Board and governance perspective.

 

Purpose and strategy

The Board spent significant time on strategic development and planning in 2019.

Pending the appointment of a new CEO, the Board maintained a constructive dialogue with executive management on development of RBS Group’s future purpose and strategy, including at the annual strategy offsite in June 2019.

 

On 1 November 2019, Alison Rose was appointed CEO, following the resignation of Ross McEwan. Further details on the appointment process and the Board’s role in that process, can be found in the Report of the Group Nominations and Governance Committee on page 70. Alison’s statement on page 7 sets out the new purpose and strategy. Alison has the Board’s full support: it is a strategy which the Board carefully considered, helped establish and will proudly oversee. The Board is comfortable that it aligns with RBS Group’s culture and values and will deliver long-term sustainable success.

 

The Board spent time discussing the executive talent pipeline, including the capabilities required to deliver the strategy. In addition, it considered the diversity of the succession pool; resourcing strategy; and the range of development programmes and support available to RBS’s future senior leaders.

 

Risk and control

During 2019 the Board continued its focus on strategic risks and conducted deep dives on financial crime and the political and economic environment. There was also a Board teach-in on climate risk and the Board approved RBS’s high-level plan for addressing the financial risks related to climate change, a step forward in terms of building a more sustainable Bank. The Board held a recovery planning fire drill which tested the management of a scenario presenting conflicts of interest between the RBSG plc Board and its subsidiaries. The Board, supported by the Group Board Risk and Group Audit Committees, continues to monitor RBS’s overall control environment.

 

Customer focus

During 2019 the Board received information on key customer issues through customer service performance updates, fraud updates and regular business reviews. One area of focus has been overseeing delivery of improved customer experience and sustainable growth; themes on which the Board will continue to challenge management in 2020 and beyond, given the desire to improve RBS Group’s service ranking scores from the Competition and Markets Authority. Further information on the Board’s engagement with customers can be found on page 47 of the Strategic Report.

 

Stakeholder engagement

In developing its annual objectives, the Board identified a number of key stakeholders, and the Board’s agenda and engagement plans were structured to enhance the Board’s understanding of these stakeholders’ views and interests. This in turn has supported informed Board discussions and decision-making. Of particular note is the developing role of the Colleague Advisory Panel (CAP), which was established in 2018 in response to the requirements of the 2018 UK Corporate Governance Code (the Code). For further details on the Board’s engagement with the CAP and other key stakeholders, including shareholders, and how stakeholder interests have influenced the Board’s principal decisions, see pages 47 to 49 of the Strategic Report. Further information on RBS’s approach to investing in and rewarding our colleagues can be found on page 33 of the Strategic Report (Our Colleagues).

 

Culture and values

The Board is responsible for leading the development of RBS’s culture. In February 2019, the Banking Standards Board presented a summary of their 2018 culture assessment report on RBS, and in October 2019, the Board considered another set of encouraging results from the annual colleague opinion survey and the 2019 Banking Standards Board survey. The colleague opinion survey results were one culture oversight tool available to the Board. The survey results confirmed to the Board that 2019 targets had been achieved across key measurements, trends and benchmarks in relation to leadership, engagement and culture.

 

The directors continue to be mindful of their responsibility to set the “tone from the top” and take every opportunity to role model the desired culture both within the Boardroom and beyond. Directors’ personal interactions with colleagues provided useful opportunities to do so, for example through CAP events and business and function visits. Further, through the Group Sustainable Banking Committee, the Board received culture measurement reports which helped to support the Board on assessing progress on building a healthy culture across the Bank and assessing alignment between culture and values.

 

Board effectiveness

In 2019, the Board and committee evaluation was conducted by the Chief Governance Officer and Company Secretary. The review concluded that the Board and its committees continue to operate effectively and within their terms of reference. A review of the Board’s effectiveness was also carried out by the Prudential Regulation Authority during 2019.

 

Further information on the 2019 internal evaluation can be found on page 69.

 

Board and company secretary changes

I have already mentioned the resignation of Ross McEwan as CEO and the appointment of Alison Rose as Ross’s successor.

 

In addition, as disclosed in last year’s annual report, Brendan Nelson stepped down as Chairman of the Group Audit Committee on 31 March 2019, and as a non-executive director on 25 April 2019. Patrick Flynn succeeded Brendan as Chairman of the Group Audit Committee.

 

On 5 August 2019, Aileen Taylor stood down as Chief Governance & Regulatory Officer and Board Counsel, and Company Secretary, following 19 years with RBS. I am delighted that Jan Cargill, previously Deputy Secretary and Director, Corporate Governance, has assumed the role of Chief Governance Officer and Company Secretary.

 

2018 UK Corporate Governance Code and 2019 statutory reporting requirements

This is the first year in which RBSG plc has reported against the Code and in accordance with the new statutory requirements set out in The Companies (Miscellaneous Reporting) Regulations 2018, as they apply to RBSG plc. In preparation for this year’s disclosures, Board policies, processes and terms of reference were reviewed, and adjusted to reflect the Code and new reporting requirements. A section 172(1) statement can be found on page 47 of the Strategic Report.

 

Throughout the year RBSG plc has applied the Principles and complied with the Provisions of the Code, except in relation to:

 

RBS – Annual Report on Form 20-F 2019

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Corporate governance

 

 

 

·    Provision 17 that the Group Nominations and Governance Committee should ensure plans are in place for orderly succession to both the board and senior management positions and oversee the development of a diverse pipeline for succession; and

 

·   Provision 33 that the Group Performance and Remuneration Committee should have delegated responsibility for setting remuneration for the Chairman and executive directors.

 

In both instances, the Board considers that these are matters which should rightly be reserved for the Board, as set out in more detail in our statement of compliance.

 

In addition, the Board has delegated two particular aspects of the Code’s provisions to Board Committees, with regular updates provided to the Board as appropriate:

 

·   The Group Audit Committee retains responsibility for reviewing and monitoring RBS’s whistleblowing procedures.

 

·   The Group Sustainable Banking Committee considers key workforce policies and practices (not related to pay) to ensure they are consistent with RBS’s values and support long term sustainable success.

 

For further details please refer to the relevant Committee reports on the following pages.

 

All directors are committed to observing high standards of corporate governance, integrity and professionalism. A statement of compliance with the Code can be found on page 108.

 

In conclusion I would like to thank my fellow Board members for their contribution and commitment throughout the year.

 

 

 

 

Howard Davies

Chairman of the Board

13 February 2020

 

Division of responsibilities

The Board has 12 directors comprising the Chairman, two executive directors and nine independent non-executive directors, one of whom is the Senior Independent Director.

 

Director biographies and details of the Board committees of which they are members can be found on pages 64 and 65

 

Non-executive director independence

The Board considers that the Chairman was independent on appointment and that all current non-executive directors are independent for the purposes of the Code. By the time Brendan Nelson stepped down from the Board on 25 April 2019, he had served for 9 years and 24 days. In that respect alone, Mr Nelson did not meet the independence criteria set out in the Code. Notwithstanding Mr Nelson’s length of service, the Board determined that Mr Nelson continued to be independent in character and judgement, offering a strong contribution to Board discussions and debate until he stepped down from the Board on 25 April 2019.

 

The Board

The Board is collectively responsible for promoting the long-term sustainable success of RBSG plc, driving both shareholder value and contribution to wider society. The Board’s role is to provide leadership of RBSG plc within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board sets the strategic aims of RBSG plc and its subsidiaries, ensures that the necessary resources are in place for RBS Group to meet its objectives, is responsible for the raising and allocation of capital and reviews business and financial performance. The Board establishes RBS’s purpose, values and strategy and leads the development of RBS’s culture. It ensures that RBSG plc’s obligations to its shareholders and other key stakeholders are understood and met.

 

The Board terms of reference include a formal schedule of matters specifically reserved for the Board’s decision and are reviewed at least annually. They are available on rbs.com.

 

Board Committees

In order to provide effective oversight and leadership, the Board has established a number of Board committees with particular responsibilities. Please refer to page 46 of the Strategic Report for more details. Board committee terms of reference are available on rbs.com.

 

Executive Management

The Group Board and the CEO are supported by the Executive Committee (Group ExCo), which considers strategic, financial, capital, risk and operational issues affecting RBS. Group ExCo’s membership comprises the executive directors and the Group Chief Risk Officer; who are also members of the wider executive management team. Biographies of the executive management team can be found on rbs.com.

 

Chairman and CEO

The role of Chairman is distinct and separate from that of the CEO and there is a clear division of responsibilities, with the Chairman leading the Board and the CEO managing the business day to day.

 

Senior Independent Director

Throughout 2019 Mark Seligman, as Senior Independent Director, acted as a sounding board for the Chairman, and as an intermediary for other directors when necessary. He was also available to shareholders to discuss any concerns they may have had, as appropriate.

 

Non-executive directors

Along with the Chairman and executive directors, the non-executive directors are responsible for ensuring the Board fulfils its responsibilities under its terms of reference.

 

The non-executive directors combine broad business and commercial experience with independent and objective judgement. They provide constructive challenge, strategic guidance, and specialist advice to the executive directors and the executive management team, and hold management to account.

 

The balance between non-executive and executive directors enables the Board to provide clear and effective leadership across RBS’s business activities and ensures no one individual or small group of individuals dominates the Board’s decision-making.

 

Details of the key responsibilities of the Chairman, CEO, Senior Independent Director and Non-executive Directors are available on rbs.com.

 

Company Secretary

The Chief Governance Officer and Company Secretary, Jan Cargill, works closely with the Chairman to ensure effective and efficient functioning of the Board and appropriate alignment and information flows between the Board and its committees.

 

The Company Secretary is responsible for advising the Board and individual directors on all governance matters, and also facilitates Board induction and directors’ professional development.

 

Conflicts of interest

The Directors’ Conflicts of Interest policy sets out procedures to ensure that the Board’s management of conflicts of interest and its powers for authorising certain conflicts are operating effectively.

 

Each director is required to notify the Board of any actual or potential situational or transactional conflict of interest and to update the Board with any changes to the facts and circumstances surrounding such conflicts.

Situational conflicts can be authorised by the Board in accordance with the Companies Act 2006 and the company’s Articles of Association. The Board considers each request for authorisation on a case by case basis and has the power to impose conditions or limitations on any authorisation granted as part of the process. Details of all directors’ conflicts of interest are recorded in a register which is maintained by the Company Secretary and reviewed annually by the Board.

 

RBS – Annual Report on Form 20-F 2019

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Corporate governance

 

 

 

 

Board and Committee meetings
The table below shows Board and Committee meeting attendance during 2019. There were six scheduled Board meetings during 2019, compared with nine in 2018. This reflects the revised operating model under RBS Group’s ring-fenced governance arrangements. In addition to scheduled meetings, additional meetings of the Board and its Committees were held on an ad hoc basis to deal with time-critical matters. There were six ad hoc Board meetings, four ad hoc N&G meetings, eight ad hoc RemCo meetings, six ad hoc BRC meetings and three ad hoc GAC meetings. In accordance with the Code, the Chairman and the non-executive directors met at least once during the year without executive directors present.

 

Board and committee membership and attendance 2019

 

Group

Group

Nominations

Group Sustainable

Technology

Performance and

and Governance

Group Audit

Group Board

Banking

and Innovation

Remuneration

Committee

Committee

Risk Committee

Committee

Committee

Committee

Board

(N&G)

(GAC)

(BRC)

(SBC)

(TIC)

(RemCo)

Howard Davies

6/6

3/3

Alison Rose (1)

1/1

Katie Murray

6/6

Frank Dangeard

6/6

5/5

7/7

Alison Davis

6/6

5/5

5/5

7/7

Patrick Flynn (2)

6/6

2/2

6/6

9/9

5/5

Morten Friis

6/6

6/6

9/9

Robert Gillespie

6/6

3/3

9/9

5/5

7/7

Baroness Noakes

6/6

3/3

6/6

9/9

Mike Rogers (3)

6/6

5/5

6/7

Mark Seligman

6/6

3/3

6/6

7/7

Lena Wilson

6/6

5/5

5/5

Former Directors

Ross McEwan (4,5)

4/5

Brendan Nelson (6)

2/2

1/1

2/2

2/2

Notes:

(1)        Alison Rose was appointed Group CEO and executive director on 1 November 2019.

(2)        Patrick Flynn joined the Group Nominations and Governance Committee on 1 April 2019.

(3)        Mike Rogers did not attend the January RemCo due to a scheduling clash with a pre-existing commitment.

(4)        Ross McEwan did not attend the October Board due to a private commitment.

(5)        Ross McEwan resigned as Group Chief Executive Officer and executive director on 31 October 2019.

(6)        Brendan Nelson resigned as a non-executive director on 25 April 2019.

 

GRG Board Oversight Committee

The GRG Board Oversight Committee was established in 2015 in relation to the Financial Conduct Authority (FCA) review of the treatment of SME customers. The Committee oversaw and provided advice to the Board in relation to the review, the external independent review of GRG instigated by RBS and other matters generally related to GRG. The Committee was disbanded on 30 June 2019, following publication of the FCA’s report.

 

How the Board operated in 2019

At each scheduled Board meeting the directors receive reports from the Chairman, Board Committee Chairmen, CEO, Group Chief Financial Officer (CFO) and other members of the executive management team, as appropriate. Other senior executives attended Board meetings throughout the year to present reports to the Board. This provides the Board with an opportunity to engage directly with management on key issues and supports succession planning.

 

An integral part of RBS Group’s governance arrangements is the appointment of four ‘Double Independent Non-Executive Directors’ or ‘DINEDs’ to the boards, and board committees, of the NWH Sub Group. The DINEDs are independent in two respects: (i) independent of management as non-executives; and (ii) independent of the rest of RBS Group by virtue of their NWH Sub Group-only directorships. The DINEDs play a critical role in RBS Group’s ring-fencing governance structure, and are responsible for exercising appropriate oversight of the independence and effectiveness of the NWH Sub Group’s governance arrangements, including the ability of each board to take decisions independently.

 

The DINEDs attend RBSG plc Board meetings in an observer capacity.

 

Composition of the Board

The Board is structured to ensure that the directors provide RBSG plc with the appropriate combination of skills, experience and knowledge as well as independence. Given the nature of RBS’s businesses, experience of banking and financial services is clearly of benefit, and the Board has a number of directors with substantial experience in that area, including retail and commercial banking. In addition, the directors have relevant experience in customer service; government and regulatory matters; mergers and acquisitions; corporate restructuring; stakeholder management; technology, digital and innovation; finance and accountancy; risk; and change management.

 

Board committees also comprise directors with a variety of skills and experience so that no undue reliance is placed on any one individual.

 

Induction and professional development

Each new director receives a formal induction on joining the Board, which is co-ordinated by the Chief Governance Office and Company Secretary and tailored to suit the requirements of the individual concerned. This includes visits to RBS’s major businesses and functions and meetings with directors and senior management. Meetings with external auditors, counsel and stakeholders are also arranged as appropriate. During 2019 a suite of online learning modules was developed to further support new director induction, focusing on both technical topics and business spotlights.

 

In 2019, Katie Murray undertook an induction programme following her appointment as CFO. This programme included focus on building existing knowledge of RBS; meetings with relevant internal and external stakeholders; and personal development. Alison Rose has commenced an induction programme following her appointment as CEO.

 

The directors have access to a wide range of briefing and training sessions and other professional development opportunities. Internal training relevant to the business of RBS is also provided. Directors undertake the training they consider necessary to assist them in carrying out their duties and responsibilities. The non-executive directors discuss their training and professional development with the Chairman at least annually.

 

During 2019, bespoke training was arranged for the directors on a range of subjects to enhance their knowledge, including:

·         Financial crime

·         Political and economic outlook

·         Directors’ duties (including the new statutory reporting requirements)

·         Retail banking environment

·         Suppliers’ spotlight

·         Climate risk

·         Data teach-in

·         Recovery fire drill

·         Enterprise wide risk management (including the risk appetite framework)

 

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Corporate governance

 

 

 

 

·         Inside information

 

Information

All directors receive accurate, timely and clear information on all relevant matters and have access to the advice and services of the Company Secretary. In addition, all directors are able, if necessary, to obtain independent professional advice at the company’s expense. A new Board reporting style was embedded during 2019 which seeks to improve the presentation of management information in a more engaging, thoughtful way and which covers explicitly the stakeholder impacts relevant to decisions.

 

Time commitment

It is anticipated that non-executive directors will allocate sufficient time to RBS to discharge their responsibilities effectively and will devote such time as is necessary to fulfil their role. Directors have been briefed on the limits on the number of other directorships that they can hold under the requirements of the fourth Capital Requirements Directive.

 

The Code emphasises the importance of ensuring directors have sufficient time to meet their board responsibilities. Under the Code, external appointments require prior Board approval, with the reasons for permitting significant appointments explained in the annual report. In line with these requirements, the Board considered the following during 2019:

·         Appointment of Patrick Flynn as a director of Aviva plc on 16 July 2019; and

·         Appointment of Mike Rogers as Chairman of Experian plc on 24 July 2019.

 

Following careful review of the anticipated time commitment for the new roles in the context of the directors’ existing portfolios, and taking into account their respective confirmations that they would continue to meet their RBS responsibilities, the Board approved these additional external appointments.

 

The Board continues to monitor the commitments of the Chairman and directors and is satisfied that they are able to allocate sufficient time to enable them to discharge their duties and responsibilities effectively.

 

Election and re-election of directors

In accordance with the provisions of the Code, all directors stand for election or re-election by shareholders at RBSG plc’s AGM. In accordance with the UK Listing Rules, the election or re-election of independent directors also requires approval by a majority of independent shareholders.

 

Evaluation

In accordance with the Code, an external evaluation of the Board, its Committees and individual directors takes place every three years. An internal evaluation takes place in the intervening years.

 

Progress following the 2018 evaluation

A number of actions were progressed during 2019 in response to the findings of the 2018 external performance evaluation, which was facilitated by Independent Board Evaluation. Progress was overseen by the Group Nominations and Governance Committee. Key outcomes included:

·         Agreeing a set of annual objectives for the Board. These have helped to improve agenda focus and ensure effective use of Board time.

·         Agreeing “ways of working” guidelines to promote a healthy Boardroom culture.

·         Improving the quality of Board papers and presentations through the introduction of a new reporting style.

·         A comprehensive review of Board composition and succession planning in February 2019, which included updates to the Board skills matrix and consideration of contingency, medium and long-term succession plans for key Board roles.

·         Further enhancing the NED induction programme through the creation of online learning modules covering both technical topics and business spotlights. These modules have been designed to serve as reference materials for existing directors, as well as forming part of the induction programme.

 

2019 Performance evaluation
The 2019 Board evaluation was internally facilitated by the Chief Governance Officer and Company Secretary, Jan Cargill, during Q4 2019. The process included:

·         holding 1:1 interviews with directors;

·         discussing key findings and recommendations for action with the Chairman; and

·         presenting a final report to the Board.

 

Key findings and recommendations

The conclusion of the 2019 Board evaluation was that the Board operated effectively throughout the year and fulfilled its remit as set out in its terms of reference. Directors engaged fully with the evaluation exercise and commented positively in relation to many aspects of the Board’s operations.

 

Key findings and recommendations included the following:

·         Agenda focus had improved following introduction of the Board objectives, particularly in relation to stakeholder voice. Further information on Board engagement with stakeholders can be found on page 47 of the Strategic Report.

·         Ring-fencing governance arrangements had embedded well. The DINED role was clearly understood and functioning effectively, and the recovery fire drill had provided a useful opportunity to test the conflicts of interest process.

·         Directors had responded positively to the new reporting style for Board and committee papers, which had driven better quality presentations and shorter packs.

·         Although the Board’s size had reduced following the departure of Brendan Nelson, most directors still felt the Board was too large, although not necessarily unwieldy or unworkable.

·         The balance of skills, knowledge and experience on the Board was considered appropriate, however there was scope for additional technology experience, to support future strategy. Directors also noted room for improvement on gender and ethnic diversity.

·         The remits of the Group Sustainable Banking Committee and the Technology and Innovation Committee would benefit from a review and refresh during 2020, to agree areas of future focus in line with future strategy.

·         Although there was some evidence of improvements to Boardroom culture, more focus is needed to promote good working relationships between the Board and executive management.

·         Enhancing the quality of management information would enable the Board to focus less on the details and spend more time on key strategic issues.

·         There was clear appetite amongst Board members to have more visibility of top executive talent.

 

Actions

Following Board discussion of the evaluation report, a number of actions were agreed for 2020, including the following:

·         Agree a focused set of Board objectives for 2020.

·         Maintain focus on Board composition and succession planning, balancing the desire to reduce overall Board size with the requirement to ensure an appropriate balance of skills, knowledge and experience, and the need to improve diversity.

·         Consider further ways to improve Board dynamics.

·         Consider improvements to future management reporting to the Board.

·         Develop a structured programme for the Board to meet key executive talent.

 

Implementation of the 2019 Board evaluation actions will be overseen by the Group Nominations and Governance Committee during 2020.

 

Committee evaluations

Details of the Board committee evaluations carried out during 2019 can be found in the committee reports.

 

Individual director and Chairman effectiveness reviews

The Chairman met each director individually to discuss their own performance and continuing professional development and establish whether each director continues to contribute effectively to the company’s long-term sustainable success. The Chairman also shared peer feedback provided to the Chief Governance Officer and Company Secretary as part of the individual evaluation process.

 

Separately, the Senior Independent Director sought feedback on the Chairman’s performance from the non-executive directors, executive directors and other key internal and external stakeholders and discussed it with the Chairman.

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Nominations and Governance Committee

 

 

 

 

Letter from Howard Davies

Chairman of the Group Nominations and Governance Committee

 

Dear Shareholder,

As Chairman of the Board and Chairman of the Group Nominations and Governance Committee I am pleased to present our report on the Committee’s activity during 2019.

 

Role and responsibilities

The Committee is responsible for reviewing the structure, size and composition of the Board, and membership and chairmanship of Board Committees and recommends appointments to the Board. In addition, the Committee monitors the RBS Group’s governance arrangements to ensure that best corporate governance standards and practices are upheld and considers developments relating to banking reform and analogous issues affecting RBS Group. The Committee makes recommendations to the Board in respect of any consequential amendments to RBS Group’s operating model.

 

The terms of reference of the Committee are reviewed annually, approved by the Board and are available at rbs.com.

 

Principal activity during 2019

On 25 April 2019 it was announced that Ross McEwan would step down as CEO and the formal search for his successor commenced immediately, led by the Chairman and the Committee on behalf of the Board. Spencer Stuart was engaged to support the recruitment process for the new CEO and conducted a global search for potential external candidates as well as engaging fully with internal candidates. This enabled the internal candidates to be benchmarked against the highest calibre candidates in the market. The Committee held a number of discussions on potential candidates, assessing the credentials of each internal and external candidate against the qualities and capabilities set out in the role specification agreed by the Committee. Following a formal, rigorous and transparent process the Committee recommended a final shortlist of candidates to the Board for consideration. Alison Rose was identified as the strongest candidate on the basis of her extensive banking experience and the leadership she had already demonstrated during her time at RBS, including as CEO, Commercial & Private Banking and as Deputy Chief Executive Officer of NatWest Holdings Limited. Alison’s appointment to the Board as CEO took effect on 1 November 2019.

 

Spencer Stuart, Hay Korn Ferry and Sapphire Partners have been engaged during the year to support the Board’s executive search activity. The firms are members of the retained executive search panel of suppliers (managed by RBS Executive Search). Spencer Stuart and Hay Korn Ferry also provide leadership advisory and senior executive search and assessment services to the Human Resources function within RBS.

 

The Committee has also continued to oversee work aimed at further enhancing the RBS Group’s subsidiary governance framework. As part of this work, the Committee considered the findings of a review of the framework and intends to implement a number of recommendations, including those aimed at increasing the level of connectivity between Group and subsidiary boards and committees.

 

Membership and meetings

Shortly before standing down from the Board, Brendan Nelson stepped down from the Committee with effect from 1 April 2019. Patrick Flynn joined the Committee on 1 April 2019 meaning that throughout 2019 the Committee comprised the Chairman of the Board and four independent non-executive directors. Graham Beale also observes meetings of the Committee in his capacity as Senior Independent Director of NWH Ltd and member of the NWH Ltd Nominations Committee.

 

The Committee holds a minimum of four meetings per year and meets on an ad hoc basis as required. In 2019, there were 7 meetings. Individual attendance by directors at these meetings is shown in the table on page 68.

 

Tenure of non-executive directors

As highlighted in the Board’s 2018 effectiveness review, the Committee acknowledges the tenure of a number of current Board directors and therefore made succession planning a priority in 2019. Under the Board Appointment Policy, non-executive directors are appointed for an initial 3 year term, subject to annual re-election at the AGM. Following assessment by the Committee they may then be appointed for a further 3 year term. Non-executive directors may continue to serve beyond 6 years, subject to a maximum tenure of nine years.

 

The tenure of non-executive directors as at 31 December 2019 is set out below.

 

 

 

0 – 3 years

 30%

3 – 6 years

 40%

6+ years

 30%

 

100%

 

Performance evaluation

The review of the effectiveness of the Board and its senior Committees was conducted internally in 2019. The Committee has considered and discussed the outcomes of the evaluation and accepts the findings. Overall the review concluded that the Committee operated effectively with no material recommendations being identified for action. The Committee will continue to ensure that the full Board is appropriately sighted on the work of the Committee.

 

The outcomes of the evaluation have been reported to the Board and the Committee will track progress during the year.

 

Boardroom Inclusion Policy

The Board operates a Boardroom Inclusion Policy which reflects the most recent industry targets and is aligned to the RBS Inclusion Policy and Principles applying to the wider bank. This policy provides a framework to ensure that the Board attracts, motivates and retains the best talent and avoids limiting potential caused by bias, prejudice or discrimination. The policy currently applies to the most senior RBS Group boards: RBSG plc, NWH Ltd, NWB Plc, RBS plc and Ulster Bank Limited. A copy of the Boardroom Inclusion Policy is available on rbs.com>about us.

 

Objectives and targets

The Boardroom Inclusion Policy’s objectives ensure that the Board, and any Committee to which it delegates nominations responsibilities, follows an inclusive process when making nomination decisions. That includes ensuring that the nomination process is based on the principles of fairness, respect and inclusion, that all nominations and

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Nominations and Governance Committee

 

 

 

 

appointments are made on the basis of individual competence, skills and expertise measured against identified objective criteria and that searches for Board candidates are conducted with due regard to the benefits of diversity and inclusion.

 

The Boardroom Inclusion Policy contains a number of measurable objectives, targets and ambitions reflecting the ongoing commitment of the Board to inclusion progress. The Board aims to meet the highest industry standards and recommendations wherever possible. That includes, but is not limited to, aspiring to meet the targets set by the Hampton-Alexander Report: FTSE100 Women Leaders (33% female representation on the boards) and the Parker Report: Beyond 1 by ‘21 (at least one director from an ethnic minority background on the boards) by 2020/2021. The policy supports our bank-wide ambition to aim for a 50/50 gender balance across all levels of the organisation by 2030.

 

Monitoring and reporting

The boards of RBSG plc and the NWH Sub Group meet consecutively and share a largely common membership. When considered together, the director population across both boards currently meets the Parker target and exceeds the Hampton-Alexander target with a female representation of 44%.

 

Notwithstanding the largely common membership between boards, RBS remains committed to ensuring that the RBSG plc Board meets the targets on a standalone basis. Throughout 2019, significant progress has been made towards delivering on this commitment, including through the appointment of Alison Rose as CEO on 1 November 2019 and Katie Murray as CFO on 1 January 2019. The RBSG plc Board is delighted that these appointments have contributed to a board composition currently including 42% female representation, rising from 25% at 31 December 2018. In measuring industry progress against the targets, we are proud to have been identified by the 2019 Hampton-Alexander Review Update as one of the year’s highest rising FTSE companies. The RBSG plc Board also remains committed to meeting the Parker Target by 2020/2021.

 

Diversity and inclusion progress, including information about the appointment process, will continue to be reported in the Group Nominations and Governance Committee’s report in the RBSG plc Annual Report. The balance of skills, experience, independence, knowledge and diversity on the Board, and how the Board operates together as a unit is reviewed annually as part of the Board evaluation. Where appropriate, findings from the evaluation will be considered in the search, nomination and appointment process. Further details on RBS’s approach to diversity can be found on page 36.

 

Howard Davies

Chairman of the Group Nominations and Governance Committee

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Audit Committee

 

 

 

 

Letter from Patrick Flynn

Chairman of the Group Audit Committee

 

Dear Shareholder,

I am pleased to present my first report to you as Chairman of the Group Audit Committee (the GAC). This report outlines the key responsibilities of the GAC and sets out some of the issues it considered during 2019.

 

The primary purpose of the GAC is to make sure we follow a robust process to ensure the quarterly financial statements are suitable for publication. The GAC also assists the RBSG plc Board in carrying out its responsibilities relating to accounting policies, internal control and financial reporting functions. The GAC’s responsibilities are set out in full in its terms of reference which are reviewed annually by the Committee and are available on rbs.com.

 

During 2019 the GAC dedicated substantial time to the review of the RBS Group’s financial statements, including the quarterly, interim and full years results announcement, annual report and Form 20-F for 2019. In each case the financial statements were supported by detailed reports on the judgements applied in the preparation of the financial statements, provision for expected credit losses and legal developments on litigation and investigations. The GAC also received reports from both the internal auditors on the internal control environment and external auditors on internal control and key accounting and judgemental matters.

 

There have been a number of important developments throughout 2019 which the GAC has taken into account in performing its duties. There was considerable economic uncertainty throughout 2019, with Brexit being one of the principal causes. During 2018, the RBS Group recognised a provision of £100 million in connection with economic uncertainty; this was kept under close review by the GAC and was increased in 2019.

 

“the primary purpose of the GAC is to make sure we follow a robust process to ensure the quarterly financial statements are suitable for publication”

 

Following the introduction of the IFRS 9 accounting standard in 2018, during 2019 the GAC received a number of updates on various developments and refinements to IFRS 9 processes.

 

2019 also saw the deadline for the submission of Payment Protection Insurance (PPI) claims. PPI has been an important area of focus for the GAC for a number of years but the unprecedented volume of claims in the run up to the PPI deadline resulted in the GAC reviewing the adequacy of provisioning and recommending an incremental charge of £900 million in 2019.

 

Issues such as FX recycling, recoverability of deferred tax assets, goodwill, fair value , the valuation of financial instruments with higher risk characteristics and investment in in subsidiaries were other areas of review and debate throughout the year.

 

As GAC Chairman I am responsible for overseeing the performance of the internal audit function and ensuring its independence. I am pleased to confirm that this year’s evaluation of the function found it to be operating effectively with its independence recognised as a key area of strength.

 

Upon assuming the role of GAC Chairman this year, I also became RBS Group whistleblowers’ champion. The GAC oversees the framework and its operational effectiveness and reports to the Board on this. As whistleblowers’ champion I have specific responsibility for overseeing the integrity, independence and effectiveness of the firms policies and procedures on whistleblowing. I have been pleased to observe that the framework is operating effectively in line with our legislative and regulatory obligations and that this has been validated by external reviews during 2019.

 

Further information on all the key topics considered by the Committee during the year is provided on the following pages.

 

Patrick Flynn

Chairman of the Group Audit Committee

13 February 2020

 

 

Membership

Full biographical details of the GAC members are set out on pages 64 and 65. The members are all independent non-executive directors and each sit on other Board committees in addition to the GAC (as shown on pages 64 and 65. This cross committee membership helps facilitate effective governance, ensures agendas are aligned and avoids overlap of responsibilities.

 

Members of the GAC are selected with a view to the expertise and experience of the GAC as a whole and with proper regard to the key issues and challenges facing RBS.

 

The Board is satisfied that all GAC members have recent and relevant financial experience and are independent as defined in the SEC rules under the US Securities Exchange Act of 1934 (the “Exchange Act”) and related guidance. The Board has further determined that Patrick Flynn, GAC Chairman, Baroness Noakes and Mark Seligman are all ‘financial experts’ for the purposes of compliance with the Exchange Act Rules and the requirements of the New York Stock Exchange, and that they have competence in accounting and auditing as required under the Disclosure Guidance and Transparency Rules.

 

Meetings and visits

The GAC held six scheduled meetings in 2019, four of which were held shortly prior to submission of the quarterly financial statements to the Board. During 2019 all members attended the scheduled meetings. Two ad hoc meetings were also convened in 2019, one to discuss a regulatory submission and another to discuss PPI provisioning.

 

In conjunction with the BRC, the GAC took part in an annual programme of visits to control functions in order to maintain a thorough understanding of their priorities and operational structure. This programme comprised two visits to Risk; two visits to Internal Audit and one visit to Finance.

 

Performance evaluations

The annual review of the effectiveness of the Board and its senior Committees, including the GAC, was conducted internally in 2019.

 

The GAC held a discussion session on its performance structured around a number of themes: operating rhythm; effectiveness; focus and priorities; and culture and dynamics.

 

The Committee considered that it continued to operate effectively and identified some areas for potential enhancement primarily relating to timing of prior executive governance and timescales for review of papers. The outcomes of the evaluation have been reported to the Board and the Committee will track progress during 2020.

 

Evaluations of the External Auditor and Internal Audit function are also conducted on behalf of the GAC each year. During 2019 the GAC received progress updates on the actions arising from the previous year’s evaluation and was satisfied that appropriate actions had been taken.

 

The 2019 Internal and External Audit evaluations were conducted internally on behalf of the GAC. Feedback was sought from key stakeholders across RBS, and in the case of the Internal Audit evaluation, from the External Auditors. The overall findings of both evaluations were positive and the Internal and External Auditors were both found to be operating effectively. Some recommendations for continuous improvement were identified both for the Internal and External Auditors; these are being progressed and overseen by the GAC. Consequently the GAC has recommended to the Board that the External Auditors be proposed for re-appointment at the next annual general meeting.

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Audit Committee

 

 

 

 

Matter

Context of discussion

How the committee addressed the matter

 

Accounting judgements

 

The GAC considered a number of accounting judgements and reporting issues in the preparation of RBS Group’s financial results throughout 2019.

 

The GAC then recommended the quarterly, interim and full year results announcements, the Annual Report and Accounts, together with supporting documentation (including Pillar 3 reports, financial supplements and investor presentations) and the Form 20-F to the Board for approval.

 

Provisions and disclosures – The GAC debated the level and appropriateness of provisions for regulatory, litigation and conduct issues including in particular; PPI. The RBS Group received an unprecedented volume of complaints shortly before the deadline resulting in the GAC recommending a £900 million increase in provision The GAC also carefully reviewed the quality and transparency of RBS’s financial and risk disclosures.

Expected Credit Loss Judgements in relation to credit impairments and the impact of macro-economic risks on the credit environment were discussed throughout the year. The GAC focused on the methodology applied to provisions under IFRS 9. In particular the GAC considered the impact of ongoing economic uncertainty and increased the RBS Group’s provision in this respect by a further £55 million during 2019. The Committee was satisfied that the overall loan impairment provisions and underlying assumptions and methodologies adopted by RBS were reasonable and applied consistently;

Valuation methodologies – The GAC considered valuation methodologies and assumptions for financial instruments carried at fair value and scrutinised judgements made by management in relation to the carrying value of intangible assets.

Accounting Developments – The GAC considered the impact of various changes to accounting standards during 2019, including in particular IFRS 16, in respect of leases, and amendments to IAS 12, in respect of income taxes, both of which are reflected in this annual report. The GAC also considered enhancements and clarifications to non-GAAP reconciliations.

Management’s assessment of the adequacy of internal controls over financial reporting – The GAC noted that there were no Material Weaknesses for RBS Group at the year-end.

Viability statement and the going concern basis of accounting – GAC considered evidence of RBSG plc’s capital, liquidity and funding position and considered the process to support the assessment of principal risks. The GAC reviewed the company’s prospects in light of its current position and the identified principal risks. The GAC reviewed RBS’s viability and going concern statements and recommended them to the Board. (Refer to the Report of the directors for further information); and

Fair balanced & understandable – The GAC oversaw the review process which supports the GAC and Board in concluding that the disclosures in the annual report on Form 20-F, taken as a whole, were fair, balanced and understandable and provided the information necessary for shareholders to assess the company’s position and performance, business model and strategy. The process included: central co-ordination of the annual report on Form 20-F by the Finance function; review of the annual report on Form 20-F by the Group Executive Disclosure Committee prior to consideration by the GAC; and a management certification process. The External Auditor also considered the fair balanced and understandable statement as part of the audit process.

 

Systems of internal control

 

The GAC is particularly interested in the systems of internal control relating to financial management, reporting and accounting issues. The GAC received a number of reports throughout the year in this regard and evaluated the effectiveness of RBS’s internal control systems, including any significant failings or weaknesses.

 

 

 

Control Environment Certification – The GAC received bi-annual updates on control environment ratings of RBS’s businesses, functions and material subsidiaries and management’s plans to address areas of weakness.

Sarbanes-Oxley Act of 2002 The GAC considered RBSG plc’s compliance with the requirements of section 404 of the Sarbanes-Oxley Act of 2002, and was satisfied in this respect. No Material Weaknesses were reported in RBS Group at the year end.

Legal and Regulatory Reports Quarterly reports on the material current and emerging legal and regulatory investigations, risks and developments affecting RBS enabled the GAC to assess the related disclosures in RBSG plc’s financial statements.

Notifiable Event Process – The GAC considered semi-annual reports on control breaches, captured by RBS’s notifiable event process. All Board directors were alerted to the most significant breaches.

Whistleblowing – The GAC monitored the effectiveness of the bank’s whistleblowing procedures and received updates on the volume of whistleblowing reports, any trends and staff awareness of the processes and reported to the Board on this. The GAC Chairman acts as RBS Group Whistleblowing Champion, in line with PRA and FCA regulations and meets regularly with RBS’s whistleblowing team.

Taxation The GAC received an update on RBS’s tax position and discussed matters including tax disclosures and provisions, tax risks, RBS’s tax compliance status, ongoing tax projects and emerging tax issues.

Annual Risk and Control Report The GAC also reviewed RBSG plc’s disclosure on internal control matters in conjunction with the related guidance from the Financial Reporting Council.

Non-Financial Information The GAC received a number of updates on RBS’s non-financial information reporting framework, which has been enhanced in order to meet growing investor interest in non-financial disclosures.

Capital The GAC reviewed RBS’s controls over the calculation and reporting of Risk Weighted Assets and related regulatory developments.

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Audit Committee

 

 

 

 

Matter

Context of discussion

How the committee addressed the matter

 

Internal audit

 

The GAC has responsibility for overseeing the Internal Audit function. In addition to considering quarterly opinions from Internal Audit, the GAC is required to monitor the function’s effectiveness and confirm its independence. The GAC was fully satisfied in this regard.

 

 

Opinions Internal Audit provided the GAC with quarterly opinion reports setting out its view of the risk and control environment and risk and control awareness of each business and function, and the risks which could impact the bank achieving its targets. Internal Audit also outlined material and emerging concerns identified through their audit work. During 2019 Financial Crime and Payments Processing were noted by Internal Audit as requiring continued focus by management and these were therefore also key areas of scrutiny by the GAC. In addition, Internal Audit reviewed RBSG plc’s Pillar 3 reporting and whistleblowing process, which were both found to be effective.

Annual Plan and Budget GAC considered and approved Internal Audit’s 2019 plan and budget at the end of 2018 and progress updates and changes to the plan were provided to the GAC periodically throughout 2019. At the end of 2019 the GAC considered and approved Internal Audit’s plan and budget for 2020. The Committee was satisfied that Internal Audit had adequate budget and resources to deliver its plan.

Internal Audit Charter and Independence The GAC reviewed and approved the Internal Audit Charter and noted the Chief Audit Executive’s independence statement.

Visits – Together with the BRC, GAC participated in two visits to Internal Audit during 2019. A variety of issues impacting the Internal Audit function were discussed, including: Quality Assurance, staff engagement, strategic priorities and future readiness.

Performance The Chief Audit Executive continued to report to the GAC Chairman, with a secondary reporting line to the CEO for administrative purposes. The GAC assessed the annual performance (including risk performance) of the function and Chief Audit Executive.

The Chief Audit Executive’s remuneration was also determined by the GAC Chairman with input from the Chief Executive.

Evaluation The 2019 evaluation of the Internal Audit function was carried out internally. Key stakeholders across the bank, including the GAC members, attendees and the external auditors provided feedback. The Chief Audit Executive discussed the findings of the evaluation both with the GAC Chairman and the GAC. The overall findings were very positive and the Internal Audit function was found to be operating effectively. Some areas for development were identified in respect of succession planning, communications with stakeholders, future strategy and articulation of required improvements to the control environment. These are being progressed by Internal Audit management and overseen by the GAC.

 

External audit

 

Ernst & Young LLP (EY) has been RBS’s external auditor since 2016 following a tender process carried out in 2014. The GAC has responsibility for monitoring EY’s independence and objectivity, the effectiveness of the audit process and for reviewing the bank’s financial relationship with the External Auditor and fixing remuneration.

 

 

Audit Partner – Jonathan Bourne has been EY’s lead audit partner for RBS since 2016, Mr Bourne attended each meeting of the GAC in 2019. Mr Bourne will rotate off the RBS Group audit after the 2020 financial results are published. During 2019 the GAC discussed lead audit partner rotation, reviewed potential successors and agreed on the lead audit partner for 2021.

External Audit Reports – EY reported to the GAC each quarter on their audit work and related conclusions, including the appropriateness of judgements made by management and their compliance with international financial reporting standards. The GAC also reviewed EY’s annual management letter.

Audit Plan and fees – The GAC considered updates on EY’s 2019 plan and approved the 2019 audit fees including the fee for the 2019 interim results. The GAC was authorised by shareholders at the last Annual General Meeting to fix the remuneration of the external auditors.

Annual Evaluation An internal evaluation was carried out at the GAC’s request to assess the independence and objectivity of the External Auditor and the effectiveness of the audit process during 2019. The GAC members, attendees, business and functional Finance Directors and key members of the Finance team were consulted as part of the evaluation. The evaluation assessed the external auditor’s mindset and culture, skills, character and knowledge, quality control and judgement. The evaluation found that the External Auditor was operating effectively and with objectivity. A number of recommendations for continuous improvement were identified, including in relation to communication, reporting and legal entity focus which are being implemented by the External Auditor and overseen by the GAC. Following the evaluation the GAC recommended that the Board seek the reappointment of EY as external auditor at the next annual general meeting.

FCA Client Asset Rule Opinions – During 2019 the external auditor presented the results of its assurance procedures on compliance with the FCA’s Client Asset Rules for RBS’ regulated legal entities for the year ended 31 December 2018. The GAC also considered the CASS Audit plan for 2019, the findings of which will be reported to the GAC once the audit is complete.

External Auditor Report to the PRA The GAC considered EY’s written auditor report to the PRA under supervisory statement SS1/16 for the year ended 2018. The GAC also considered the scope of the 2019 written auditor report which the GAC will receive in 2020.

FRC AQR Review – During 2019 the FRC undertook a review of EY’s audit of RBS’s financial statements for the year ended 31 December 2018. The findings and the actions EY will take in response to those findings were considered by the GAC; the GAC was satisfied that none of the findings were significant and noted that the FRC had accepted EY’s response to the review.

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Audit Committee

 

 

 

 

Matter

Context of discussion

How the committee addressed the matter

 

Audit & non-audit services

 

RBS has a policy in relation to the engagement of the external auditors to perform audit and non-audit services (the policy). The GAC reviews the policy annually to ensure it remains fit for purpose. All audit and non-audit services are pre-approved by, or on behalf of, the GAC to safeguard the external auditor’s independence and objectivity.

 

The GAC reviews and approves RBS’s audit and non-audit services policy at least annually. During 2019 the GAC approved amendments to the policy in line with the changes set out in the Financial Reporting Council’s revised Ethical Standard. Under the policy, audit related services and permitted non-audit service engagements may be approved by the CFO up to certain financial thresholds. Engagements in excess of these limits require the approval of the GAC Chairman. Where the fee for a non-audit service engagement is expected to exceed £100,000, a competitive tender process must be held and approval of the full GAC is required. The policy permits the external auditor to undertake engagements which are required by law or regulation or which relate to the provision of comfort letters in respect of debt issuances by RBS Group, provided prior approvals are in place in accordance with the policy. The policy also allows RBS to receive services from EY which result from a customer banking relationship, provided prior approvals are in place in accordance with the policy. All such approvals are reported to the GAC biannually.

 

During 2019, approval was granted under the policy for the external auditors to undertake one significant engagement which related to the provision of a report supporting a solvency statement by the directors of Ulster Bank Ireland DAC in connection with a share capital reduction. The GAC was satisfied that the engagement did not impact the external auditor’s independence.

 

Further details of the non-audit services policy can be found on rbs.com. Information on fees paid in respect of audit and non-audit services carried out by the External Auditor can be found in Note 6 to the consolidated accounts.

 

RBS – Annual Report on Form 20-F 2019

75

 

 


 

Report of the Group Board Risk Committee

 

 

 

 

Letter from Baroness Noakes

Chairman of the Group Board Risk Committee

 

Dear Shareholder

 

The Group Board Risk Committee (the Committee or BRC) has an important role in overseeing the management of risk, and this report describes how the Committee fulfilled this responsibility during 2019. More detail on the remit of the Committee can also be found in its terms of reference which are reviewed annually and available on RBS’s website: rbs.com.

 

Throughout the year BRC monitored the uncertain economic external outlook and RBS’s operational readiness for a ‘no-deal’ Brexit. The Committee has considered the impacts of revenue and cost pressures and potential impacts upon affected customers.

 

RBS continues to focus on Innovation and technology and BRC looks at the associated risks. The Committee receives regular reports on information and cyber security, and in 2019, undertook an in-depth review of the external threat landscape. Other matters covered were: operational resilience more broadly, with a focus on the continuity of critical services; the risks associated with the increased use of Artificial Intelligence; and the risk profile of transitioning services to the Cloud.

 

Ensuring data is appropriately managed and of the required quality is a key enabler of RBS’s digitisation and automation strategy. BRC received updates on data management, GDPR implementation and compliance with regulatory expectations and data standards. In H2, the Committee supported the adoption of a set of principles to manage the emergent risk of information ethics, which will support consistent and robust standards of data use.

 

“RBS continues to focus on innovation and technology and BRC looks at the associated risks”

 

 

 

Capital and liquidity are core issues for any bank and BRC reviewed them regularly, including in the context of the resumption of dividends. BRC has also continued to play a central role in the oversight of RBS’s internal and external stress testing exercises including enhancements to RBS’s model risk management. The 2019 Bank of England Annual Cyclical Scenario (ACS) stress test results were published in Q4, and RBS remained well above the expected hurdle rate.

 

Further information on all the key topics considered by the Committee during the year is provided on the following pages. Part of the BRC’s role is to review reports and regulatory submissions on behalf of the Board and recommend them for approval. Where this is the case, the report on the following pages is annotated with an asterix (*).

 

2019 was another busy year for the Committee. While some legacy issues, such as financial crime, continue to absorb Committee time, there is an increasing shift towards more strategic issues. I anticipate the Committee will build on this in 2020 in particular as work on climate change risk accelerates.

 

 

 

Baroness Noakes

Chairman of the Group Board Risk Committee

13 February 2020

 

 

Membership

BRC comprises four independent non-executive directors. The details of the members and their skills and experience are set out on pages 64 and 65.

 

Patrick Flynn is chairman of the GAC of which Baroness Noakes and Morten Friis are also members. Robert Gillespie is chairman of the Group Performance and Remuneration Committee (Remco). This common membership across committees helps to ensure effective governance across the committees.

 

Regular attendees at meetings include: the Group Chairman, CEO, CFO, Group Chief Risk Officer, NWH Ltd Chief Risk Officer, Group Chief Legal Officer and General Counsel, Group Chief Audit Executive, and the External Auditor. External advice is sought by the Committee where appropriate. Two non-executive directors of NWH Ltd attended meetings as observers in their capacity as members of the NWH sub Group BRC. Meetings of RBSG plc and NWH sub Group BRCs share much of a common agenda and are generally run in parallel.

 

Meetings and visits

All members attended the nine scheduled meetings held in 2019. In addition, six ad hoc meetings were arranged generally to consider regulatory submissions.

 

As in previous years, during 2019, members of the Committee undertook a programme of visits to the Risk, Internal Audit and Finance functions, in conjunction with members of the GAC.

 

The Committee also held in-depth meetings on risk reporting and a horizon scanning session with Group and NatWest Holdings Chief Risk Officers which supplemented management’s own routine emerging risks process.

 

Performance Evaluation

The annual review of the effectiveness of the Board and its senior Committees, including the BRC, was conducted internally in 2019.

 

The Committee held a dedicated session to discuss its performance. The session was structured around a number of themes: operating rhythm; effectiveness; focus and priorities; and culture and dynamics.

 

The Committee considered that it continued to operate effectively and identified some areas for potential enhancement. This included the structure/focus, length and frequency of meetings.

 

The Committee will track progress during 2020.

 

RBS – Annual Report on Form 20-F 2019

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Report of the Group Board Risk Committee

 

 

 

 

Key matters considered by the Committee in 2019

 

Matter

Context of
discussion

 

How the Committee addressed the matter

 

Risk profile and reporting

 

Time was spent at every BRC meeting reviewing risk reports, assessing the most material risk exposures relative to strategy and risk appetite and scrutinising management’s actions to monitor and control such exposures.

 

Risk Management Reports – Top and emerging risks were considered via quarterly Risk Management Reports, supplemented by shorter reports at intervening meetings. Key areas of focus included Brexit, the UK and global economic outlook, market conditions and change risk. Reports on legal and regulatory developments and significant litigation risks were also frequently considered.

Updates from Executive and Subsidiary Risk Committees – Regular updates were received from the Group Executive Risk Committee, as BRC relies on the effective executive oversight of risk. In addition, quarterly reports were received from the chairmen of the risk committees of the segments and material regulated subsidiaries.

Emerging Risks – Emerging risks likely to impact RBS over the next decade were considered at each meeting and the Committee held a dedicated horizon scanning session to consider strategic risks. Key topics included technological development, changing demographics, climate and resources, and geopolitical and economic shifts.

Risk Function – Oversight of the Risk function has been an area of focus, with the Committee receiving updates on work being undertaken to optimise the operating model and enhance effectiveness.

 

Recovery and Resolution

 

BRC monitors and challenges the development of plans which would allow RBS to be dealt with effectively in the event of financial failure.

 

 

Recovery and Resolution BRC continued to monitor progress made by the Resolution Programme to deliver resolution capabilities in line with agreed plans, including RBS’s approach to the resolvability self-assessment. The Committee also reviewed the 2019 Recovery plan, noting the enhancements made since the previous year *.

 

Stress testing

 

As in 2018, BRC devoted significant time to stress testing, challenging and scrutinising the outputs. This included the Bank of England stress test and internal stress tests.

 

ICAAPs, ILAAPs and Budget Stress Tests BRC considered the results of the 2018 ICAAPs and ILAAPs and the Reverse Stress tests for RBS Group. An important part of the annual budgetary cycle is an analysis of the resilience of the budget under stress and BRC looks at this in detail on behalf of the Board. The Committee also kept under review improvements in the stress testing processes and the related work to strengthen and validate models and improve supporting governance.

Bank of England Stress Tests The Committee provided challenge throughout the process of preparing and submitting both the ACS and the Biennial Exploratory Scenario stress tests with emphasis on the key assumptions and judgements selected by management*.

 

Risk Frameworks

 

BRC has played a key role in the review of the Risk Management and Risk Appetite Frameworks, with a fundamental review of both constructs taking place in 2019.

 

Risk Management Framework BRC has reviewed and contributed to the development of the Enterprise Wide Risk Management Framework, which aims to provide consistent, efficient and effective risk management across RBS, including clarity of the three lines of defence model and Risk function mandate. It will monitor the framework as it is implemented and embedded over the following 12-18 months.

Risk Appetite Framework: The methodology for setting, governing and embedding risk appetite across RBS was reviewed during 2019, with the objective of simplifying processes and further embedding risk appetite within strategic planning. The Committee reviewed the risk appetite framework and associated governance together with revised risk appetite statements and measures for key risks*. BRC reviewed escalated breaches of risk appetite and the action taken by management in response*.

 

Control environment

 

BRC continued its oversight of the programmes which could impact RBS’s control environment.

Transformation Progress on the delivery of RBS’s transformation and change programme and its position relative to risk appetite was regularly considered by the Committee, with a particular focus on GDPR compliance, payments and open banking.

LIBOR Transition BRC received reports on RBS’s plans and preparedness for LIBOR transition to new risk free rates. Consideration was given to steps being taken to mitigate key risks including potential conduct issues, litigation risk and other risks associated with legacy transition.

Control Environment Certification As in 2018, the Committee was provided with bi-annual reports on the control environment ratings of the segments and functions. Where significant control weaknesses were identified BRC sought management’s assurance that measures were in place to ensure that the businesses could continue to operate safely. BRC also monitored the programme to remediate customer due diligence as well as plans to build robust processes for the future on a quarterly basis.

Risk Culture BRC received a high level summary of the outputs of the H1 2019 risk culture assessment and requested management independently validated progress through a series of structured interviews with Board, Group Exco and NWH Exco members. The Committee will review outputs of this exercise in early 2020.

 

RBS – Annual Report on Form 20-F 2019

77

 

 


 

Report of the Group Board Risk Committee

 

 

 

 

Matter

Context of discussion

How the Committee addressed the matter

 

Bank-wide risks

 

Regular monitoring of key risks is a pivotal part of BRC’s role both via routine risk reporting and via regular focused reports.

 

 

Capital and Liquidity These remain important areas for risk management and in addition to reviewing the RBSG plc and NWH Ltd ICAAPS* and ILAAPs*, BRC received regular reports on RBS’s approach to capital, liquidity and funding management and risk appetite, including double leverage and capital buffer requirements.

Operational risk, resilience and cyber security - In addition to considering RBS’s overall approach to resilience, BRC received regular updates in relation to the external threat landscape, potential vulnerabilities and the control environment. BRC also received specific updates on the transition of services to the Cloud and the use of Artificial Intelligence given the opportunities and risks associated with both technologies and the need for an appropriate control framework.

Credit and Market risk In addition to routine reporting on credit and market risk, updates were received in relation to specific portfolios including large corporate exposures, commercial retail estate, ESME loans, and NWM Plc’s prudential programme designed to deliver compliance with capital reforms. Management of traded and non-traded market risk, the process for approval of large transactions and the most material decisions of the Executive Credit Group, were also considered.

Model risk management Given the importance of models to stress testing and RBS’s digitisation strategy, BRC dedicated time to reviewing progress in strengthening the model risk framework, with a focus on compliance with regulatory guidelines, implementing a new model risk inventory system and adequacy of resources.

Conduct and compliance risk BRC conducted the annual review of the RBS Compliance and Conduct Risk Framework and received reports on the overall conduct and compliance profile and on individual conduct matters, including mystery shopping exercises. In the light of risk metrics BRC challenged management to review whether there were any underlying systemic themes which needed to be addressed.

Financial crime The annual Group Money Laundering Reporting Officer’s Report* was reviewed by the Committee as well as a specific report on broader financial crime matters. BRC also received regular progress updates on the programme to improve and remediate customer due diligence and build sustainable processes and controls for the future.

Data Management and GDPR BRC received reports on RBS’s data management risk profile and oversaw management’s plans to drive consistency, completeness and to simplify data management and reduce inherent risk. The Committee spent time on data ethics which included the introduction of information principles to support colleague decision making in relation to data. The Committee also received bi-annual updates on the delivery of full compliance with GDPR.

Financial Risk from Climate Change The Committee reviewed RBS’s assessment of how it identifies and manages this risk along with the approach to strengthen the management of the financial risks from climate change *.

 

 

Accountability and remuneration

 

BRC continued to provide oversight over the risk dimension of performance and remuneration arrangements, working closely with the RemCo.

Accountability The Committee regularly considered developments in significant material events and investigations. This included resultant accountability recommendations, with the Committee advising RemCo on the risk aspects of these recommendations.

Remuneration – The risk and control objectives of members and attendees of Group ExCo and NWH Exco were reviewed, with additional focus on underlying objectives for the Group Chief Risk Officer. In addition, the Committee reviewed the Long-Term Incentive performance conditions, pre-grant and pre-vest assessments for ExCo, ensuring fair reflection of risk and conduct management performance in vesting outcomes. More generally, the Committee made recommendations to RemCo on the RBS bonus calculation, ensuring appropriate consideration of risk and conduct management performance. Proposals for the 2019 Executive Director Remuneration Policy referred to in the Directors’ Remuneration Report were also considered by the Committee.

 

Further detail on how risk is taken into account in remuneration decisions can be found in the Report of RemCo from page 81.

 

RBS – Annual Report on Form 20-F 2019

78

 

 


 

Report of the Group Sustainable Banking Committee

 

 

 

 

Letter from Mike Rogers

Chairman of the Group Sustainable Banking Committee

 

“As a Committee dedicated to sustainable banking, we appreciate spending quality time discussing matters such as financial capability, society and environment, and culture.”

 

 

Dear Shareholder,

I am pleased to present my second report as Chairman of the Group Sustainable Banking Committee (the Committee or SBC).

 

Renewed focus

The Committee spent time last year considering its remit. This year we have delivered a refreshed Committee model structured under four pillars of sustainable banking: Customers and Brands; People and Culture; the Competitive Environment; and Society and Environment. These have informed our meeting structure and have proved helpful in prioritising matters which the Committee felt oversight and challenge, on behalf of the RBSG plc Board, was most valuable.

 

The Committee’s stakeholder engagement model was also refreshed. Integrated engagement sessions more aligned to our pillars of sustainable banking - aim to bring internal and external voices and challenging perspectives into the boardroom. This also reflects the fact that the Board as a whole is spending more time on stakeholder engagement, which is in itself very pleasing.

 

We will continue to keep SBC’s focus and responsibilities under review, particularly in light of our renewed purpose.

 

Transition in thinking

RBS Group has for many years championed sustainable banking and stakeholder engagement.

 

With shareholder, regulatory and societal expectations intensifying, embedding sustainable banking principles and targets within RBS Group’s broader strategic agenda will be critical. Our renewed Committee focus in 2019 - going beyond traditional environmental, social and governance matters sought to ensure that the SBC continues to play a forward-looking role.

 

There is still much to do as RBS Group transitions to becoming purpose-led. However as a Committee we have been reassured by the energy shown by colleagues in driving the sustainable banking agenda.

 

2019 Highlights

I am pleased to report that good progress was made in 2019. As a Committee dedicated to sustainable banking, we appreciate spending quality time discussing matters such as financial capability, society and environment, and culture. Below are the key discussion points and outcomes from the year:

 

Customer & brands

 

·         During our April 2019 meeting we focused on how the bank creates value for customers and how we protect and develop our brands.

 

·         Key topics debated included sustainability of profit pools, customer service and fairness, reputation and brand, digital strategy and financial capability. Outcomes included challenging management on pursuing marketing leading segments and gaining better insight on the impact of cost constraints on service innovation.

 

·         Our December 2019 meeting was a spotlight on vulnerable customers, focusing on our wider role in society from a financial inclusion perspective and the evolving compliance environment. We heard directly from SafeLives, a charity with whom the bank has partnered to support the victims of financial abuse. The session challenged us to seek clarity on RBS Group’s financial inclusion ambition and on better understanding the underlying policy frameworks which support front-line staff.

 

Society & environment

 

·         The June 2019 meeting centred on how we manage wider social and environmental issues Topics included risks, opportunities and changing expectations of customers, investors, and regulators on how we approach issues like financial health, climate change and social inequality.

 

·         Areas of debate and challenge included our sustainable customer ambition and communication strategy. We agreed that communications need to better reflect the positive progress made.

 

·         During a later session we had the pleasure of receiving a presentation from one of our young bankers on a green initiative to encourage customers to spend sustainably. As a result, the presenter was asked to join the internal climate programme to progress his idea.

 

Competitive Environment

 

·         In September 2019 we dedicated the Committee meeting to understanding how the businesses identify and respond to current and emerging competitive threats.

 

·         Against notable disruption of the sector, the Committee challenged management on their understanding of new entrants’ business models, changing customer expectations and ‘non-bank’ competitors.

 

·         We debated the strategic health of our business, took inspiration from the external environment and discussed the impact of technology on customers.

 

People & Culture

·         In October 2019 we debated how we build an engaged workforce and healthy culture for the future. We had the benefit of an external engagement speaker from Cognizant who challenged us on innovative culture.

 

·         Monitoring reports considered included OurView employee survey results, culture measures, inclusion and wellbeing data. We also discussed the latest Banking Standards Board survey.

 

The Committee, on behalf of the Board, considered workforce policies and practices to ensure they are consistent with the RBS Group’s values and support long-term sustainable success. Outcomes included challenging management on future cultural ambition and agreeing to engagement exemplars and external insights being added to future culture monitoring reports.

 

Membership, Meetings and Escalation

Membership, meetings and escalation mechanisms have not changed since last year’s report. In many cases the Committee and the Sustainable Banking Committee of NatWest Holdings Limited met concurrently.

 

Authority is delegated to Group SBC by RBSG plc Board and a regular report of the Committee’s activities is provided. The terms of reference are available on rbs.com and these are reviewed annually and approved by the RBSG plc Board.

 

Group SBC has four non-executive directors as members and three non-executive directors from our ring-fenced bank board observing, along with management attendees. More details of membership and attendance at meetings can be found on page 68 of the Governance Report.

 

Performance evaluation

 

The annual review of the effectiveness of the RBSG plc Board and its senior Committees, was conducted internally in 2019. Overall the feedback on the Committee was positive.

 

Areas of focus for 2020 will be overseeing purposeful progress across RBS Group and ensuing that the wider RBSG plc Board is aware of the important topics debated by the Committee.

 

Conclusion

Through the SBC, my fellow directors and I have had the opportunity to help shape RBS Group’s future sustainable banking strategy and test management’s response to these important issues. I want to take the opportunity to thank the Committee members, attendees and presenters for their continued contribution and support in 2019.

 

2020 presents challenges and opportunities for the sustainable banking agenda as it enters a new leadership phase and sets its strategic and purposeful objectives. I am looking forward to steering future SBC discussions and to reporting on progress next year.

 

Mike Rogers

Chairman of the Group Sustainable Banking Committee

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

79

 

 

 


 

Report of the Technology and Innovation Committee

 

 

 

 

Letter from Alison Davis

Chairman of the Technology and Innovation Committee

 

“Yesterday’s innovation is today’s norm – we must continue to challenge what we do and how we do it to improve tomorrow’s customer expectations”

 

Dear Shareholder,

 

I am delighted to present the second report of the Technology and Innovation Committee (the Committee or TIC).

 

Role and responsibilities

TIC supports the RBSG plc Board in overseeing and monitoring RBS’s strategic direction in relation to technology and innovation. Technology and innovation continues to transform banking and the Committee was established to allow the Board to dedicate sufficient time to this area of critical importance to our strategy and our customers.

 

Authority is delegated to TIC by the RBSG plc Board and a regular report of the Committee’s activities is provided to the Board. The terms of reference are available on rbs.com. These are reviewed annually and approved by the RBSG plc Board.

 

Membership and meetings

The committee comprises four Non-Executive Directors including me as chair and NED membership has remained unchanged this year.

 

Management support for the Committee also continued with the CEO, CFO, Group Chief Risk Officer and Chief Administrative Officer, CEO Bó, Director of Innovation and Director of Strategy and Corporate Development all standing attendees.

 

The Committee held five meetings during 2019, held listening sessions with external speakers and undertook a number of deep dives. Details of meeting attendance can be found at page 68 of the Governance Report.

 

Principal activity during 2019

The TIC has remained focused on three key themes:

 

Digitising the core A large part of the Committee’s focus has been on overseeing and challenging the bank’s progress in digitising its existing core banking businesses and leveraging new technologies such as cloud computing, machine learning and process automation, and mobile delivery to improve the experience for our customers and to modernise the way we deliver banking.

 

As part of this theme, the Committee has spent time on the ongoing modernisation of the technology stack, the transformation of important customer journeys, the expanding use of artificial intelligence and new digital sales capabilities.

 

We have prioritised areas where we are making the most progress to understand what is working and lessons learned - for example the transformation of the customer mortgage acquisition and renewal journey. By introducing paperless mortgages for direct customer and brokers, and Introducing Marge, a mortgage digital assistant to assist mortgage call centre agents by retrieving and providing accurate information quickly, the time taken to issue a mortgage offer to a customer and confirm approval has been significantly reduced.

 

Beyond the core New technologies are enabling new paradigms and business models in financial services, and the committee continues to spend time with management looking at priorities for investing in and scaling up new business models that have the potential to meet our customers’ needs in new ways. Examples this year included:

 

·         , our digital bank, designed to help people ‘Do Money Better’. Bó was launched to the market in November 2019;

 

·         Tyl by NatWest, our innovative new approach to merchant acquiring, replacing Worldpay referrals. Launched in May 2019, customers can now use its market leading capability; and

 

·         Mettle, a digital banking platform, launched in November 2019 following a successful pilot, giving small businesses a ‘new’ way to manage their finances by combining a current account with invoicing, payment chasing and bookkeeping capabilities.

 

We also looked at innovative financial services business getting traction and reaching scale in other parts of the world that might be valuable to UK customers.

 

Innovation strategy, culture and capability

To ensure a successful and sustainable position in financial services in the future, the bank will need to continue to evolve its innovation strategy, culture, and capabilities.

 

During the year the TIC has reviewed innovation governance and how the various innovation activities connect to the RBS Group’s broader strategy. We have looked at innovation spend and budgets to challenge whether they are aligned to priorities. We have also spent time on the emerging skills and capabilities and ways of working that will be critical to success in the future such as greater agility, more collaboration, working with external partners and ecosystems, continuous learning, data governance and intelligence,  and discussed how we can lead on these fronts.

 

External Insights

TIC has monitored developments through engagement with third parties with whom we partner. We obtained external views of how RBS approached innovation and gained a better understanding of how RBS leverages its internal scouting network to obtain a timely and informed view of threats and opportunities. We met with the scouting team to better understand how it translates challenges and opportunities from our franchises into innovative solutions, through engagement with their broad network of contacts from disruptive start-ups to well-known technology companies.

 

The Committee additionally held a joint meeting with management’s Technology Advisory Board (TAB). Discussions centred on areas of technology and innovation where TAB members saw future customer opportunities that RBS might explore further including platform banking, identity and privacy management.

 

Obtaining an external view of industry and Fintech development remains a critical role of the Committee, particularly given the continued pace of change in the sector. This ensures the bank is sighted on both opportunities and emerging threats from continued market disruption.

 

Performance evaluation

The Committee held a dedicated session to discuss its performance. The session was structured around a number of themes: operating rhythm; effectiveness; focus and priorities. The Committee considered that it continued to operate effectively and identified topics to be considered in the coming year and the importance of increasing the level of external insight gained.

 

The outcomes of the evaluation have been reported to the RBSG plc Board and the Committee will track progress during 2020.

 

Conclusion

I am delighted to Chair this Committee as TIC continues to support the Board in an area critical to the bank’s future success.

 

Together with my fellow directors, we will retain our focus on monitoring the future technology and innovation landscape and its impact on RBS. The Committee will continue to shape opportunities arising from management’s response to both threats and opportunities.

 

I want to take the opportunity to thank the Committee members and attendees for their contribution, enthusiasm and support in 2019.

 

Alison Davis

Chairman of the Technology & Innovation Committee

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

80

 

 


 

Directors’ Remuneration Report

 

 

 

 

 

Page

Summary of policy and changes

81

Directors’ Remuneration Policy

84

Annual Report on Remuneration

92

Other Remuneration Disclosures

104

 

Letter from Robert Gillespie

Chairman of the Group Performance and Remuneration Committee

“I believe the existing remuneration policy has served RBS well. Only a small number of changes are proposed to align with the latest investor guidance and market practice.”

 

Dear Shareholder,

This is my third report as Chairman of the Group Performance and Remuneration Committee (the Committee). It has been a busy year with a number of specific issues to address including remuneration for the former and new CEO and the remuneration policy for executive directors ahead of its renewal at the 2020 AGM. I met with many of our major shareholders and other stakeholders as part of that process and would like to place on record my sincere thanks for their willingness to engage and the input provided.

 

Executive director pay policy

The Committee believes the current policy is working well and is helping RBS achieve its overall aim of building a simple, safe and more customer focused bank. It continues in large part to receive positive feedback from shareholders, executive directors and our wider workforce. In particular, it is incentivising executive management, in a manner that is easily understood, to act in accordance with our aims. It also demonstrates to the wider workforce that across RBS Group we are following a restrained but fair pay position within a culture of prudent risk-taking.

 

The policy aims to balance lower maximum long-term incentive (LTI) awards with more predictable outcomes. Performance is assessed on factors which, though demanding, executive directors would reasonably be expected to achieve, encouraging safe and secure growth within risk appetite.

 

Variable pay is delivered entirely in shares with no annual bonus and the CEO’s executive management team receive a similar pay construct. The main performance test takes place before granting the LTI award with a further assessment prior to vesting to ensure that the performance has been sustainable. There are extensive deferral requirements and additional retention periods which create strong long-term alignment with the interests of shareholders.

 

I recognise that the unusual nature of the policy means it was not supported by all of the proxy agencies in 2017. However it received a very high level of support from shareholders at the 2017 AGM, with over 96% of votes in favour, and has continued to receive strong support in subsequent years with over 99% of votes in favour of the implementation report.  The Committee is therefore proposing minimal changes to the policy. In compliance with the latest UK Corporate Governance Code (the Code) and investor guidance, pension rates for executive directors have been aligned with the wider workforce at 10% of base salary and a post-employment shareholding requirement will apply for two years after leaving.

 

With RBS resuming dividends in 2018, the Committee has considered the potential impact on LTI awards. In line with the practice of other major UK banks, the Committee is proposing to have flexibility in future to grant LTI awards using a share price which reflects that no dividends or dividend equivalents are paid on awards during the vesting period. Subject to shareholders agreeing the policy, the earliest date this methodology would be applied would be for LTI awards granted in 2021. No other changes are proposed to variable or fixed pay levels.

 

Summary of changes

 

·        Pension rate at 10% of base salary.

 

·        Post-employment shareholding requirement for two years.

 

·        Ability to adjust LTI awards for the absence of the right to receive dividends.

 

The Committee has listened to feedback from some shareholders asking for more clarity on how LTI awards are determined. While not a change to policy as such, enhancements have been made to the disclosures in this report to provide further rationale for the factors the Committee has taken into account when determining LTI awards.

 

Executive director changes during 2019

Ross McEwan

Mr McEwan stepped down as CEO on 31 October 2019 and left RBS on 30 November 2019. No payment was made in lieu of notice. The Board agreed that Mr McEwan qualified for good leaver retirement, in line with the policy agreed by shareholders. Mr McEwan’s new role with National Australia Bank (NAB) was not considered to compete directly and materially with RBS given NAB’s very limited presence in the UK. Mr McEwan’s good leaver status will be re-evaluated prior to each vesting date.

 

The 2017 LTI award held by Mr McEwan was granted under the previous policy and was pro-rated to his final date of employment. Outstanding LTI awards granted in 2018 and 2019 will continue to vest on their scheduled vesting dates, subject to the assessment of performance and, in line with the policy, pro-rating does not apply to these awards after grant. Mr McEwan will also receive a further LTI award in 2020, based on performance during 2019 and pro-rated for time served during the year prior to grant. Further details are set out on page 95.

 

Alison Rose

Ms Rose has worked at RBS for over 27 years and was appointed CEO on 1 November 2019. Ms Rose brings extensive experience and a track record of success, having previously been Deputy CEO of NatWest Holdings and CEO of the Commercial & Private Banking business.

 

Remuneration arrangements were set within the terms of the existing policy with a base salary of £1,100,000 per annum, pension at 10% of base salary in line with the wider RBS workforce and a fixed share allowance (FSA) at 100% of base salary.

 

The salary for Ms Rose represented a 10% increase on Mr McEwan’s salary which had been unchanged since his appointment as CEO in 2013, and was significantly lower than his predecessor. If Mr McEwan had received a salary increase in line with the wider workforce while in role, his salary would have been around 18% higher (£1.18m), by the end of 2018.

 

In moderating the level of salary increase for Ms Rose to below that of the wider workforce since 2013, the Committee recognised that salary for an internal promotion would normally be below that of the incumbent. Any further increases to Ms Rose’s salary will be reviewed annually subject to satisfactory performance and development in role.

 

The maximum LTI opportunity remains at 175% of base salary only (as opposed to fixed pay), with a shareholding requirement of 400% of base salary. Ms Rose’s remuneration continues to represent a restrained pay position in terms of comparable roles at peer companies who also operate a bonus arrangement and typically allow variable pay up to a maximum of 200% of total fixed pay (i.e. including FSA and pension).

 

 

Over time, the expected value of LTI awards is estimated at 80% of the maximum LTI opportunity, taking into account the impact of both the pre-grant and pre-vest tests. This reflects the less leveraged nature of the construct with lower award levels compared to traditional LTI plans. Nearly 70% of expected remuneration for executive directors is delivered in shares.

 

Katie Murray

Ms Murray was appointed CFO on 1 January 2019 following a successful period as interim CFO. Pay was set with a base salary of £750,000 per annum, pension at 10% of base salary and an FSA at 100% of base salary. No changes are proposed to the CFO’s remuneration at this time.

 

RBS – Annual Report on Form 20-F 2019

81

 

 


 

Directors’ Remuneration Report

 

 

 

 

 

Performance and pay decisions for 2019

As noted in the Strategic Report, performance has been good during the year with strong levels of capital being maintained while making significant distributions to shareholders through dividends. Growing income is proving difficult in the current economic climate, however, there has been good progress on cost reduction plans.

 

Performance highlights

 

·        Operating profit before tax of £4,232 million

 

·        CET1 ratio at 16.2%, exceeding the long-term target

 

·        Costs reduced by £310 million during 2019, ahead of target

 

·        Regular and special dividend payments made to shareholders during 2019

 

·        Employee engagement remains high but customer performance remains a challenging area

 

2017 LTI award vesting outcome

Performance has been assessed for LTI awards granted in 2017, following the completion of the performance period at the end of 2019. This was the last grant of awards under the previous LTI construct prior to approval of the current remuneration policy at the 2017 AGM. While the performance cycle has completed, the shares will vest in tranches up to 2024 and remain subject to malus and clawback provisions to ensure recipients maintain a long-term focus in their decision-making.

 

For Mr McEwan the performance assessment resulted in vesting at 56.25% reflecting improvements in total shareholder return (TSR) and targets also being met for CET1 ratio and employee engagement. The cost:income target was partially met whilst economic profit and customer and trust targets were missed. The Committee exercised its discretion in determining that the cost:income element should vest at the mid point of the scale and believed this was a fair reflection of performance.

 

Ms Rose and Ms Murray also received LTI awards in 2017 in respect of their previous roles, prior to appointment to the Board. These awards were subject to similar performance categories but with slightly different weightings and with return on equity replacing economic profit. The performance assessment for Ms Rose and Ms Murray resulted in 60% of the awards vesting. Full details of the 2017 LTI assessments can be found on page 93.

 

Pre-grant assessment for 2020 LTI award

Executive directors are due to receive LTI awards in 2020 following an assessment of performance over 2019. In line with the policy, performance was assessed against pre-set objectives following which the Committee applied its judgement in reaching the level of grant for the 2020 LTI awards.

 

Mr McEwan was assessed as making good progress overall against 2019 targets. Capital remained strong, the control environment had improved and culture and engagement scores remained very positive. Mr McEwan also remained engaged until his departure, helping to ensure a smooth handover. However, customer targets were not met and RoTE was behind target.

 

Ms Rose had a strong year, developing into the role of Deputy CEO NatWest Holdings, launching the Rose Review and improving risk and culture scores in the Commercial and Private Banking business. It was noted that more work was needed on financial crime. Ms Rose was considered to have made a promising start as CEO, but the period of time was too short for a meaningful assessment of performance.

 

Ms Murray had demonstrated good overall performance during 2019 with a seamless transition into role, quickly establishing credibility, and making good progress on risk culture. Ms Murray also achieved financial targets for cost reduction with a good focus on people and employee engagement scores in the Finance function.

 

2020 LTI awards - % of maximum award

 

Ross McEwan

69%

 

Alison Rose

78%

Katie Murray

73%

 

 

Mr McEwan’s maximum award was pro-rated, to reflect he was employed for 11 months of the performance year, and Ms Rose’s percentage was based on her maximum potential award as CEO. A further performance assessment of 2020 LTI awards will take place prior to vesting. Full details on the pre-grant and pre-vest assessments can be found on pages 94 to 96 in this report.

 

Broader pay considerations

The Committee also considers wider workforce remuneration and approves the Group-wide remuneration policy. It is supported by subsidiary performance and remuneration committees for all key legal entities which review and provide input to pay decisions at a subsidiary level and help to ensure there is a transparent and robust remuneration governance framework in place across the RBS Group.

 

Bonus pool – Where employees are eligible for bonus awards, a balanced scorecard is used to assess performance across financial, customer, people, risk and conduct measures. The bonus pool for 2019 is £307 million, which is around 8% less than 2018. Immediate cash bonuses continue to be limited to £2,000.

 

Fairness – The number of employees at RBS who believe they are paid fairly increased again during 2019 and is significantly above the Global Financial Services norm. In the UK, our rates of pay continue to exceed the Living Wage foundation benchmarks. We are confident we pay our employees fairly and our policies and processes are kept under review to ensure we continue to do so.

 

Gender and ethnicity pay gap information can be found in the Strategic Report section. The Committee considers these metrics to be highly important and acknowledges there is more work to be done to address the position.

 

Colleague engagementA Colleague Advisory Panel provides direct engagement between colleagues and Board members. During the year the Panel was provided with an update on the principles of executive director remuneration and how it aligns with the wider company pay policy. This was followed by a helpful question and answer session with Panel members.

 

We believe that having an engaged and inclusive workforce is a key element of a successful business. Feedback from colleagues forms part of the measures used in the performance assessment before LTI awards are granted to executive directors.

 

Transparency – This report has been produced in line with the latest reporting requirements and the Code. It includes CEO to employee pay ratios along with broader disclosures on employee remuneration.

 

Looking ahead

The Committee is also looking to ensure that remuneration supports the goal of becoming a purpose-led bank, helping to build financial confidence, supporting enterprise and taking actions to help the transition to a low carbon economy. This will include the introduction of measures based on the execution of RBS’s wider ESG strategy, as detailed in the Strategic Report, with the measures being part of the performance assessment for future LTI awards.

 

We remain committed to paying the workforce fairly and transparently, with a focus on paying people the right rate for the job. I strongly believe that the remuneration policy is the right one for RBS and its wider stakeholders and hope that shareholders will vote for its approval at the forthcoming AGM.

 

Robert Gillespie

Chairman of the Group Performance and Remuneration Committee

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

82

 

 


 

Directors’ Remuneration Report

 

 

 

 

Summary of the principles of the executive directors’ remuneration policy

 

Alignment with the aim of building a bank
that is simple, safe and customer focused

Alignment via shares between executives and
shareholders

Alignment with the growing external
consensus on executive pay

Built around a restrained pay position for executive directors, with variable pay delivered entirely in shares as LTI awards.

 

Performance is assessed using a robust framework against pre-set objectives which, though demanding, executive directors would reasonably be expected to achieve, encouraging safe and secure growth.

 

Appropriate for a less incentivised culture, which is consistent with how remuneration is structured across the wider bank.

Aligns executives with shareholders predominantly through holding shares, both during and after employment.

 

The maximum value of LTI awards is smaller than traditional long-term incentive plans and there are significant shareholding requirements in place.

 

Performance is assessed before grant and again before vesting. Awards are adjusted for underperformance or risk failings and are released over eight years, subject to the application of malus and clawback, for a long-term view of performance.

The current policy introduced in 2017 reflected the Executive Remuneration Working Group and Government announcements on executive pay, calling for reduced complexity and quantum.

 

Investors continue to call for restraint, meaningful shareholdings and flexibility of pay design.

 

The proposed amendments to the 2020 policy will align with the Code and best practice guidance on pension rates and post-employment shareholding requirements.

 

The policy has received strong support from shareholders to date

 

AGM

2017 Policy

2018 Implementation

2019 Implementation

Votes in favour

96%

99%

99%

 

Summary of changes to the executive directors’ remuneration policy

 

Policy element

CEO

CFO

Changes for 2020 Policy

Fixed pay

Base salary (cash)

£1,100,000

£750,000

No further changes proposed for 2020. Salary will be reviewed annually within the terms of the policy.

Pension (cash)

£110,000

£75,000

Pension rate has been reduced from 35% to 10% of base salary, in line with the rate for the wider RBS workforce*.

Benefits (cash)

£26,250

£26,250

No change to the level of benefit funding.

Fixed share allowance (shares)

£1,100,000

£750,000

The percentage of salary (100%) and release period (three years) is unchanged. Awards will be made quarterly, rather than biannually, in future to align with market practice.

Variable pay LTI award (shares)

Quantum (maximum)

£1,925,000
(175% of salary)

£1,500,000
(200% of salary)

No change.

Vesting period

Pro-rata vesting over years three to seven from grant.

No change.

Retention

12 month retention period applied to each vesting**.

No change.

Leaver terms

Awards lapse unless individual qualifies as good leaver. No pro-rating of awards after grant in good leaver circumstances.

No change. Details on why the disapplication of pro-rating is considered appropriate under the RBS construct can be found on page 88.

Performance conditions

Pre-grant and pre-vest assessments, together with risk & control and stakeholder perception underpins.

No change in approach to performance measurement but some enhancements will be made to disclosures to provide additional narrative on performance outcomes.

Expected value

Expected to vest at 80% of maximum opportunity over time, taking into account the pre-grant and pre-vest tests.

No change.

Other policy elements

Dividend adjustments

No policy currently to adjust awards.

Flexibility has been added that will allow LTI awards to be granted using an adjusted share price to reflect the absence of the right to receive dividends during the vesting period.

Shareholding requirement

To hold shares whilst employed.

400% of salary

250% of salary

A post-employment shareholding requirement has been added to fully comply with the Code and the Investment Association’s Principles.

 

* 10% of base salary is in line with the rate applicable to the vast majority of the workforce. Over 99.7% of employees in the UK receive this rate.

 

** the combination of the vesting period and the retention period means shares are released during the four to eight years after grant.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Remuneration policy for executive directors

 

Having conducted a detailed review during 2019, the Committee concluded that the principles underpinning the current policy continue to remain relevant for RBS. The intention of the policy is to support the strategy of building a safe, simple and customer focused bank. The table below sets out the proposed remuneration policy for executive directors. Subject to approval from shareholders, the policy will be effective from the date of the 2020 AGM and will apply for a maximum period of three years, until the AGM in 2023.

 

Fixed pay elements for current executive directors

 

Fixed pay is intended to provide competitive remuneration for performing the role. The intention is to have less reliance on variable pay and thus discourage excessive risk-taking.

 

Purpose and link to strategy

Operation

Maximum potential value

Base Salary

To provide a competitive level of fixed cash remuneration and aid recruitment and retention of high performing individuals.

 

Paid monthly in cash and reviewed annually.

 

The rates for 2020 are unchanged following the appointment of Alison Rose as CEO on 1 November 2019:

·   CEO – £1,100,000

·   CFO – £750,000

 

 

 

Any future salary increases will take into account performance in role and will be considered against peer companies. Any increase will not normally be greater than the average salary increase for RBS employees over the period of the policy.

 

Other than in exceptional circumstances, the salary of an executive director will not increase by more than 15% over the course of this policy.

Fixed share allowance

To provide fixed pay that reflects the skills and experience required and responsibilities for the role.

 

 

A fixed allowance paid entirely in shares. Individuals receive shares that vest immediately subject to any deductions required for tax purposes and a retention period will apply. Shares will be released annually on a pro-rata basis over three years from the date of award.

 

The fixed share allowance will broadly be paid in arrears, in four instalments per year or at any other frequency that the Committee deems appropriate (1). The fixed share allowance is not pensionable.

 

An award of shares with an annual value of up to 100% of base salary at the time of award, or such higher amount which represents such value rounded up to the nearest whole share.

Benefits

To provide a range of flexible and market competitive benefits that is valued by the recipients and assist individuals in carrying out their duties effectively.

 

 

Executive directors can select from a range of standard benefits including: company car; private medical cover; life assurance; and critical illness insurance.

 

In addition, executive directors are entitled to travel assistance in connection with company business including the use of a car and driver. RBS will meet the cost of any tax due on the benefit. On rare occasions where they are accompanied by their spouse / partner to business events, RBS may also meet the costs and any associated tax liability. Executive directors are also entitled to holiday and sick pay.

 

Further benefits including, but not limited to, relocation assistance may be offered in line with market practice. RBS may also put in place certain security arrangements for executive directors where that is deemed appropriate. RBS may meet the cost of any tax due on these benefits.

 

Set level of funding for standard benefits (currently £26,250) which is subject to periodic review.

 

The total value of benefits provided is disclosed each year in the annual report on remuneration.

 

The maximum potential value of benefits will depend on the type of benefit and cost of its provision, which will vary according to market rates. Any non-standard benefits would be subject to approval from the Board.

 

Pension

To encourage planning for retirement and long-term savings.

 

Provision of a monthly pension allowance paid in cash and based on a percentage of salary. Opportunity to use the cash to participate in a defined contribution pension scheme.

 

·   CEO – 10% of base salary

·   CFO – 10% of base salary

 

 

In compliance with the Code, the pension allowance rates for executive directors under the 2020 policy have been aligned with those of the wider RBS workforce, currently 10% of base salary (2). The rate may be increased or reduced in order to remain aligned with the wider RBS workforce.

 

 

Notes:

 

(1)        RBS believes that delivery in shares is the most appropriate construct for a fixed allowance to executive directors, qualifying as fixed remuneration for regulatory requirements. If regulatory requirements emerge that prohibit allowances being delivered in shares, or deem that such allowances will not qualify as fixed remuneration, then RBS reserves the right to provide the value of the allowance in cash instead in order to ensure compliance with such requirements.

 

(2)        10% of base salary is in line with the rate applicable to the vast majority of the workforce. Over 99.7% of employees in the UK receive this rate.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Variable pay

 

Variable pay incentivises the delivery of sustainable long-term performance, based on RBS’s strategic objectives and its aim of becoming a purpose-led organisation. Performance is assessed against measures which, though demanding, executive directors would reasonably be expected to achieve, encouraging safe and secure growth. Variable pay is delivered entirely in shares with extensive deferral and retention requirements to create strong shareholder alignment.

 

Purpose and
link to strategy

Operation

Maximum potential value

 

Performance assessment

Variable pay

(LTI award)

To support a culture where individuals are rewarded for the delivery of sustained performance, taking into account RBS’s strategic objectives and purpose.

 

Performance will be assessed across four key performance areas, and include a range of financial and non-financial factors to encourage long-term value creation for shareholders.

 

Delivery in shares with the ability to apply malus adjustments and clawback further supports longer-term alignment with shareholders’ interests.

 

 

Any variable pay awarded will be delivered as a long-term incentive (LTI) award, paid in shares and subject to performance assessment and employment conditions.

 

LTI awards are subject to:

·   a one year pre-grant performance period;

 

·   a pre-vest performance assessment at the end of a three year period, with vesting taking place from years three to seven after grant;

 

·   malus provisions prior to vesting and clawback which applies for seven (and potentially up to ten) years from the date of award; and

 

·   a 12 month post-vesting retention period.

 

Awards will be subject to any other terms as required by regulators from time to time.

 

The number of shares awarded may be calculated using a share price discounted to reflect the absence of the right to receive dividends or dividend equivalents during the vesting period. In the event regulations permit the use of dividend equivalents in future, awards may be eligible to receive dividend equivalents instead.

 

With RBSG plc resuming dividend payments to ordinary shareholders, the Committee believes it is appropriate to have the ability to grant LTI awards with reference to an adjusted share price as recipients will not receive the benefit of any dividends or dividend equivalents during the vesting period. Subject to shareholders approving the policy at the 2020 AGM, the earliest date that this discount methodology would be applied would be for LTI awards granted in 2021.

 

The discounted share price will be calculated with reference to estimated dividend yields based on market consensus and the length of the vesting period, and will be reviewed by an independent advisor. For the avoidance of doubt, there is no intention to reflect special dividends in the calculation.

 

LTI awards will be delivered under the RBS 2014 Employee Share Plan, as approved by shareholders at the 2014 AGM.

The maximum award for current executive directors is 175% of salary for the CEO and 200% of salary for the CFO, or such higher amount which represents such value rounded up to the nearest whole share.

 

Awards are also subject to the regulatory requirement that limits the value of variable pay to the value of fixed pay. Award levels are set at the time of grant and may be subject to a discount for long-term deferral in determining the total variable remuneration, in line with European Banking Authority (EBA) guidelines.

 

Prior performance will be taken into account when determining the value of the award at the time of grant.

 

The vesting level of the award can vary between 0% and 100% of the original number of shares granted, depending on performance.

Using pre-grant and pre-vest tests, performance will be assessed in the areas of Finance & Business Delivery, Risk & Operations, Customers & Stakeholder and People & Culture.

 

The Committee will use a robust framework to consider performance against pre-set objectives for each of the categories, in line with RBS’s strategic aims and purpose, but will apply its judgement without reference to formulaic targets and weightings.

 

Risk & Control and Stakeholder Perception underpins will also apply which may lead to a downwards adjustment.

 

The majority of the performance variation is expected to take place under the pre-grant test, with the pre-vest assessment representing a final check that, taking all circumstances into account, overall performance has remained satisfactory.

 

The Committee has discretion to vary the performance factors in appropriate circumstances.

 

Further details on the performance factors and assessment will be set out in the annual report on remuneration for the relevant year.

 

Notes to the policy table

 

·     Changes that have been made under the executive directors’ remuneration policy include: lowering the pension rate to 10% of salary; the introduction of a post-employment shareholding requirement; and the ability to apply a discounted share price when calculating LTI awards to reflect award-holders not being eligible to receive dividends or dividend equivalents during the vesting period.

 

·     The performance factors for variable pay awards have been chosen to reward sustained long-term performance which, together with significant shareholding requirements, creates strong alignment with shareholders. Targets are set in line with RBS’s strategic priorities.

 

·     The fixed share allowance is part of fixed remuneration and is therefore not subject to any performance adjustment.

 

·     Executive director remuneration is considered against market positioning for similar roles.

 

·     Remuneration for executive directors broadly follows the policy for all employees but generally with a higher element of variable pay and greater delivery in shares which are released over a long time frame.

 

·     Further details on the remuneration policy for all employees can be found on page 104.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Other elements of the policy for executive directors

 

Purpose and link to
strategy

 

Operation

 

Value

Shareholding requirements

To ensure executive directors build and continue to hold a significant shareholding to align their interests with the interests of shareholders

Executive directors are required to build up a shareholding equivalent to a percentage of salary. The net of tax shares acquired under the fixed share allowance will qualify towards the shareholding requirement. In the case of LTI awards, shares will be deemed to count on a net of tax basis towards meeting the requirement following the pre-vest performance assessment at the end of year three. Once the respective retention periods have passed, executive directors are permitted to dispose of up to 25% of the net of tax shares received until the shareholding requirement is met. Any shares purchased voluntarily will count towards the requirement but are excluded from the sale restriction.

 

Following cessation of employment, regardless of leaver status, executive directors will be required to hold shares of a value equal to the lower of their shareholding requirement immediately prior to departure or the actual shareholding on departure, for a period of two years. A fixed number of shares for the post-employment shareholding requirement will be determined at the date of departure. The requirement encompasses vested and unvested shares but shares purchased voluntarily are excluded from the post-employment shareholding requirement.

 

Procedures will be put in place in order to assist with the enforcement of the shareholding requirements, both during and after employment. This includes the executive directors agreeing to be bound by the terms of the requirements and the use of prescribed nominee accounts to hold shares subject to restrictions.

CEO - 400% of salary

 

CFO - 250% of salary

 

Requirements may be reviewed in future but are not expected to be reduced.

All-employee share plans

An opportunity to acquire RBSG plc shares.

Opportunity to contribute from salary and acquire shares under any of the company’s all-employee share plans in operation from time to time, such as the RBS Sharesave Plan and Buy As You Earn (part of an employee Share Incentive Plan). These plans are not subject to performance conditions.

Statutory limits imposed by HMRC or the limits under the relevant share plan rules.

Legacy arrangements

To ensure RBS can continue to honour payments due to executive directors.

In approving this policy, authority is given to honour any previous commitments or arrangements entered into with current or former directors, including share awards granted under the 2014 Employee Share Plan. For the avoidance of doubt, all outstanding LTI awards granted prior to 2018, where the performance cycle has been completed, will continue to vest in line with the terms agreed at the time of grant. Authority is also given to honour arrangements agreed with an employee prior to appointment as an executive director that may have different terms or performance conditions.

In line with existing commitments and arrangements.

 

Illustrative scenarios of annual remuneration for executive directors under the remuneration policy

 

 

Notes:

(1)   The charts above are for illustration only, with minimum representing fixed remuneration. The expected value has been calculated based on LTI awards vesting at 80% of the maximum opportunity. This is considered appropriate for a less leveraged remuneration construct, with lower award levels and performance assessed on factors which, though demanding, executive directors would reasonably be expected to achieve, encouraging performance within risk appetite.

(2)   The first maximum assumes LTI awards vest at 100% after the performance assessment and that the share price remains unchanged for the LTI value. The second  maximum assumes both full vesting of the LTI awards and a 50% increase in the RBSG plc share price over the period from grant to vest.

(3)   The benefits figure includes standard benefit funding as outlined in the policy but excludes any potential other benefits under the policy such as travel assistance in connection with company business. The value of any taxable business expenses will be disclosed in the total remuneration table each year.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Remuneration for the Chairman and non-executive directors

A review was undertaken on the remuneration policy for the Chairman and the non-executive directors. The only amendment proposed under the new remuneration policy is that the Chairman will be entitled to life insurance cover, provided the costs are considered by the Board to be reasonable. Offering life insurance for the role of Chairman is in line with the practice by most of the other major UK banks.

 

Purpose and link to
strategy

 

Operation

 

Maximum potential value

Fees

To provide a competitive level of fixed remuneration that reflects the skills, experience and time commitment required for the role.

Fees are paid monthly in cash. The Board retains discretion to pay fees in cash, shares or a combination of the two.

 

The level of remuneration reflects the responsibility and time commitment required and the level of fees paid to directors of comparable major UK companies.

 

Fees are reviewed regularly and the Board may choose to apply an increase on an annual or less frequent basis, within the limits set out in this policy. Additional fees may be paid for new Board Committees provided these are not greater than fees payable for the existing Board Committees as detailed in the annual report on remuneration.

 

No variable pay is provided so that the Chairman and non-executive directors can maintain appropriate independence, focus on long-term decision making and constructively challenge performance of the executive directors.

 

The rates for the year ahead are set out in the annual report on remuneration.

 

Any future increases to fees will be considered against fees paid to directors of comparable companies and will not normally be greater than the average inflation rate or salary increases for the wider RBS workforce over the period of the policy, taking into account that any change in responsibilities, role or time commitment may merit a larger increase. Other than in exceptional circumstances, fees will not increase by more than 15% over the course of this policy.

 

Benefits

To provide a level of benefits in line with market practice.

Reimbursement of reasonable out-of-pocket expenses incurred in connection with the performance of duties.

 

The Chairman and non-executive directors are entitled to travel assistance in connection with company business, including the use of a car and driver where deemed appropriate. Where this is a taxable benefit for the recipient, RBS will meet the cost of any tax due on the benefit. On rare occasions where they are accompanied by their spouse / partner to business events, RBS may also meet the costs and any associated tax liability. Other benefits may be offered in line with market practice.

 

The Chairman is entitled to private medical cover and life insurance cover will also be offered provided that the costs are considered by the Board to be reasonable.

The value of the private medical and life insurance cover provided to the Chairman and any other benefits will be in line with market rates and disclosed in the annual report on remuneration.

 

Recruitment policy

RBSG plc has a Boardroom Inclusion Policy which aims to promote diversity and inclusion in the composition of the Board. The framework aims to ensure RBS can attract, motivate and retain the best talent and avoid limiting potential caused by bias, prejudice or discrimination. RBS values and promotes inclusion in all areas of recruitment and employment. The key elements of the recruitment policy for directors are set out below.

 

·     The policy on the recruitment of new directors aims to be competitive and to structure pay in line with the policy applicable to current directors, based on the elements of pay detailed in the policy table, recognising that some adjustment to quantum may be necessary to secure the preferred candidate.

 

·     The pension allowance for new executive directors will be in line with that of the wider RBS workforce, currently 10% of base salary, compliant with the Code.

 

·     In the event of an internal promotion, existing commitments can continue to be honoured.

 

·     Buy-out arrangements exist which allow for the replacement of awards forfeited or payments foregone when an individual joins RBS. Any awards made will comply with regulatory requirements.

 

·     The Committee will minimise buy-outs wherever possible and ensure they are no more generous than, and on substantially similar terms to, the original awards or payments they are replacing. No sign-on awards will be offered on joining.

 

·     Any awards granted following the recruitment of a candidate may be made under RBS’s employee share plans in place from time to time or under the relevant provisions in the Listing Rules and will need to comply with regulatory requirements. Full details will be disclosed in the next remuneration report following recruitment.

 

·     The maximum level of variable pay which may be granted to new executive directors will be guided by, but not limited to, arrangements for existing executive directors. In any event this will not exceed the limit of one times the level of fixed pay, comprising salary, fixed share allowance, pension and benefits, and valued according to EBA guidelines. The maximum level excludes any buy-out arrangements.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Other policy elements

 

Provision

Operation

Notice and termination provisions

Executive directors

As set out in executive directors’ service contracts, RBSG plc or the executive director is required to give 12 months’ notice to the other party to terminate the employment. The Committee will ensure that any proposals relating to termination payments are fair and reasonable and recognise that failure is not rewarded. There are no pre-determined provisions for compensation on termination. There is discretion for RBS to make a payment in lieu of notice (on base salary only) which is released in monthly instalments. The executive director must take all reasonable steps to find alternative work and any remaining instalments will be reduced as appropriate to offset income from any such work.

 

Chairman and non-executive directors

The Chairman and the non-executive directors do not have service contracts, they have letters of appointment reflecting their responsibilities and time commitments. They do not have notice periods and no compensation would be paid in the event of termination of appointment, other than standard payments payable for the period served up to the termination date.

 

Under the Board Appointment Policy, non-executive directors are appointed for an initial term of three years, subject to annual re-election by shareholders. At the end of this initial term, a further three year term may be agreed. Non-executive directors may be invited to serve beyond six years, up to a maximum tenure of nine years. The Chairman is not subject to the Board Appointment Policy but is subject to the requirements relating to the maximum tenure period for chairs under the Code. All directors stand for annual election or re-election by shareholders at the company’s AGM.

 

Effective dates of appointment for non-executive directors:

Frank Dangeard – 16 May 2016

Alison Davis – 1 August 2011

Patrick Flynn – 1 June 2018

Morten Friis – 10 April 2014

Robert Gillespie – 2 December 2013

Baroness Noakes – 1 August 2011

Mike Rogers – 26 January 2016

Mark Seligman – 1 April 2017

Lena Wilson – 1 January 2018

 

Treatment of outstanding employee share plan awards on termination

On termination, share awards will be treated in accordance with the relevant plan rules as approved by shareholders.

 

Fixed share allowances

Shares will continue to be released over the applicable retention period helping to ensure that former executive directors maintain an appropriate interest in RBS shares. In all leaver circumstances, executive directors will continue to be eligible to receive a pro-rated fixed share allowance to reflect the period up to the termination date.

 

LTI awards

LTI awards normally lapse on leaving unless the termination is for one of a limited number of specified ‘good leaver’ reasons or in exceptional circumstances the Committee may exercise its discretion to determine that an individual qualifies as a good leaver. LTI awards held by good leavers will normally vest on the original vesting dates, subject to the performance conditions being met.

 

In line with typical practice, awards will be pro-rated for the period worked during the financial year prior to the grant of the award. For LTI awards made in 2018 onwards, following the grant, no further pro-rating will occur. Awards will also generally be made to good leavers in respect of the final year of employment, again pro-rated for the period worked during the financial year prior to the grant of the award, and based on performance against the objectives set. The rationale for this approach is set out below.

 

·          No pro-rating after grant is fundamental to RBS’s LTI construct and allows for a fair level of value to be delivered to the executives whilst having significantly lower maximum variable pay levels compared to peers.

 

·          RBS operates an LTI only construct, whilst peers also offer annual bonus awards (which typically are also not subject to pro-rating after grant).

 

·          Therefore, without the removal of pro-rating, executives at RBS could potentially receive no variable pay for the year of joining, in line with regulatory requirements, or in the final year of employment.

 

·          The main emphasis of the performance assessment is on the pre-grant test, given the award has already been ‘earned’ to a large extent by the time of grant.

 

·          The removal of pro-rating creates higher levels of shareholding for up to eight years post departure meaning executives can be held accountable for, and are financially exposed to, the long-term consequences of their actions, including through malus and clawback.

 

Individuals will only qualify for good leaver treatment if they leave due to ill-health, injury, disability, death, retirement (as agreed with RBS), redundancy, the employing company ceasing to be a member of RBS Group, transfer of the employing business, or any other reason if, and to the extent, the Committee decides in any particular case. If good leaver treatment does not apply then LTI awards will be forfeited on leaving.

 

Factors the Committee would expect to be present before agreeing to good leaver treatment under retirement include: whether the individual has been in role for at least five years, or otherwise qualifies for retirement under RBS’s policy, has demonstrated satisfactory performance, is not leaving to work in a capacity considered to be competing directly and materially with RBS, and is leaving at a time and in a manner that is agreed with the Board.

 

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Policy

 

 

 

 

Provision

Operation

Contractual provisions

Contracts include standard clauses covering remuneration arrangements and discretionary incentive plans (as set out in this report), referencing reimbursement of reasonable out-of-pocket expenses incurred in performance of duties, annual leave, redundancy terms and sickness absence, the performance review process, directors’ and officers’ insurance, the disciplinary procedure and terms for dismissal in the event of personal underperformance or breaches of RBS policies. The Committee retains the discretion to make payments (including but not limited to professional and outplacement fees) to facilitate smooth handovers, mitigate against legal claims and/or procure reasonable assistance with investigations or claims, subject to any payments being made pursuant to a settlement or release agreement.

Discretion

The Committee has certain discretionary powers under the company’s employee share plan rules. For example, the Committee has discretion to determine whether an individual would qualify as a good leaver on departure and also to decide that awards held by good leavers should vest earlier than the normal vesting date. Such discretions would only be used to ensure a fair outcome for the director and for shareholders, taking into account the circumstances of departure, the performance of the director and the need for an orderly transition. If discretion is applied in these circumstances then it will be disclosed in the annual report on remuneration.

 

Further discretions include the ability to: treat LTI awards in a range of ways in the event of a change of control, including the ability for LTI awards to be exchanged for new awards; change any performance measures, targets, and to adjust awards if major events occur (for example corporate transactions and capital raisings); and make administrative changes to the plan rules. In addition, the Committee retains discretion to apply malus and clawback to LTI awards. When assessing performance, the Committee is able to exercise its judgement to determine the appropriate vesting of LTI awards, supported by the application of underpins, which helps to avoid any potentially unintended outcomes that might arise from the application of performance criteria.

 

The Committee retains discretion to make minor amendments to the Directors’ Remuneration Policy to reflect changing legal or regulatory requirements or guidelines (including but not limited to any PRA or FCA revisions to their remuneration rules and the EBA remuneration guidelines). For the avoidance of doubt, no material changes would be made to the advantage of directors without reverting to shareholders for approval.

 

Malus and clawback

Malus allows the amount of any unvested variable pay awards to be reduced, potentially to zero, prior to payment. Clawback allows for recovery of variable pay awards that have already vested. Any variable pay awarded to executive directors in respect of the 2014 performance year onwards is subject to clawback for seven years from the date of grant. For awards made in respect of the 2016 performance year onwards, this period can be extended to ten years where there are outstanding internal or regulatory investigations at the end of the normal seven year clawback period.

 

Circumstances in which RBS may apply malus or clawback include:

·              conduct which results in significant financial losses for RBS;

·              the individual failing to meet appropriate standards of fitness and propriety;

·              an individual’s misbehaviour or material error;

·              RBS or the individual’s business unit suffering a material failure of risk management; and

·              for malus and in-year bonus reduction only, circumstances where there has been a material downturn in financial performance.

 

The above list of circumstances is not exhaustive and RBS may consider any further circumstances as it deems appropriate.

 

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Report

 

 

 

 

Approach to the 2018 UK Corporate Governance Code

The Committee undertook a review and where appropriate made changes to remuneration policy and practices in order to comply with the changes under the Code, as set out below. The Committee will continue to monitor and reflect on best practice developments.

 

Provision

RBS approach to compliance

Post-employment shareholding requirement

·              A formal post-employment shareholding requirement will be introduced for executive directors under the new policy, in order to fully comply with the Code and Investment Association Principles of Remuneration.

·              The requirement will apply for two years at a level equal to the lower of the shareholding requirement immediately prior to departure or the actual shareholding on departure.

Pension rate aligned with the wider workforce

·              The pension rate for executive directors under the new policy will be aligned with the rate applicable to the wider workforce, currently 10% of base salary.

·              RBS moved to this approach on the appointment of the CFO in January 2019 and this was also applied on the appointment of the new CEO in November 2019.

Review workforce remuneration and alignment with culture 

·              The Committee considers a range of papers on the broader workforce, for example, the RBS Group-wide remuneration policy principles, annual pay outcomes across RBS Group including diversity information, bonus pool allocations and the deferral policy, and the annual Sharesave offer for employees.

·              Culture is part of a suite of measures used to assess progress in building a healthy and inclusive workplace and performance against culture targets directly impacts the variable pay of both senior executives and other employees. Executive remuneration is based around a less incentivised construct to encourage safe & secure growth and the governance of culture is clearly laid out with specific Senior Management Function roles having defined accountabilities, which is taken into account in their pay decisions.

·              The Committee works closely with the Group Sustainable Banking Committee (SBC), which has a specific focus on people and culture. The decision to remove front-line incentives for large numbers of employees in recent years to support the desired culture was something that both committees supported.

·              In 2019, the committees held a joint session to review the employee value proposition and will continue to consider culture and topics of shared interest, such as the financial wellbeing of the wider workforce.

Consider factors such as clarity, simplicity, risk, predictability, proportionality and alignment to culture when determining the policy

·              The remuneration policy for executive directors has been designed around themes of simplicity, alignment with strategy and culture and ensuring rewards are supported by risk-adjusted performance.

·              The LTI construct is based on lower maximum award levels and reasonable performance expectations, which helps to create more predictable outcomes and encourage safe and secure growth.

·              RBS operates within a 1:1 regulatory cap of variable to fixed pay which is considered to be a restrained and proportionate approach to executive remuneration.

Engagement with colleagues

·              A Colleague Advisory Panel has been established in compliance with the Code. The Committee Chairman has met with the Panel to discuss executive remuneration and how it aligns with the wider pay policy.

·              Engagement will continue with the Panel on an annual basis and if the Panel expresses any concerns on pay matters these would be raised with the Committee. Further information on the Panel and how the views of colleagues are taken into account is set out below.

Discretion and use of malus and clawback

·              There is the ability to apply discretion in appropriate circumstances and the Committee has used discretion in the past to apply downwards adjustments to LTI outcomes.

·              The remuneration policy and share plan rules contain malus and clawback provisions to adjust or recover awards where appropriate. Further details of the process and the circumstances in which RBS can apply malus and clawback are set out on page 105.

 

Engagement with shareholders

Every year an extensive consultation is undertaken with major shareholders and other stakeholders prior to the Committee making any final decisions on remuneration and variable pay awards. In late 2019 and early 2020, around 20 meetings took place with a number of institutional shareholders, UK Government Investments (UKGI) and other stakeholders. A range of topics were discussed including arrangements for the new CEO and the proposed changes to the remuneration policy as outlined in this report.

 

There was broad support from shareholders for the executive director remuneration arrangements. The alignment of pension rates with the wider workforce and the introduction of a post-employment shareholding requirement for executive directors were seen as positive developments. A number of shareholders acknowledged the need for RBS to remain competitive on pay while some also highlighted that any further increases to quantum would need to be carefully justified. The Committee took these views into account.

 

Shareholders also highlighted the importance of pay outcomes reflecting performance and the need for good disclosure, given RBS’s bespoke performance assessment framework. The Committee Chairman explained how LTI performance was still assessed using pre-set objectives and a robust framework but without formulaic weightings which could lead to unintended consequences. The Committee Chairman confirmed that plans were already in place to enhance the LTI disclosures in this report which was widely welcomed.

 

Shareholders were also generally supportive of good leaver status being applied to Mr McEwan and went on to discuss broader topics such as culture and the company’s approach to climate change. A number of climate-related measures have been added to the 2020 performance goals for executive directors, as explained later in this report.

 

More generally, meetings also take place with RBSG plc’s retail shareholders allowing Board members to hear directly from the wider shareholder base on any matters of importance. Two such events were held in 2019 with more planned for 2020. Shareholders continue to play a vital role in developing remuneration practices and the Committee is very grateful for their involvement in the process.

 

Consideration of employees’ views

The Committee retains oversight of the remuneration policy for all employees to ensure there is a fair and consistent approach throughout the organisation, and considering employees’ views is part of that process.

 

A colleague opinion survey provides all colleagues with the opportunity to have a say on what it feels like to work at RBS (twice per year). Nearly 58,000 colleagues from across RBS took part in the latest survey. The 2019 report shows steady improvement since last year, and RBS compares favourably against benchmarks for Global Financial Services and High Performing companies across the board. Feedback from colleagues is included in the measures that impact executive pay.

 

RBS – Annual Report on Form 20-F 2019

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Directors’ Remuneration Report

 

 

 

 

Engagement with colleagues*

Engagement on remuneration generally takes place with representatives from UNITE in Great Britain and Offshore and the Financial Services Union in Ulster Bank. There is a well-developed process in place to listen to the views of the workforce. This provides opportunities to improve by assessing colleague sentiment, and checking progress in making RBS a great place to work. Regular engagement takes place with colleagues throughout the year. Board members visit business areas to hear directly from colleagues and there are frequent townhall meetings and question and answer sessions with senior executives.

 

Colleague Advisory Panel (CAP)

In 2018, the CAP was established in order to enhance existing mechanisms for colleague engagement. The Panel is chaired by Lena Wilson as a designated non-executive director, with the aim of facilitating dialogue between colleagues and Board members. The CAP includes colleagues who volunteered to be involved, representatives from trade union bodies and works councils, the colleague-led networks and junior management teams.

 

The CAP met twice in 2019 and provided views to the Board on areas such as purpose, digital strategy, culture, executive pay and performance management. In May, the CAP heard directly from the Committee Chairman on how executive remuneration aligns with the broader reward policy. The November 2019 meeting included an update from the CEO on future strategy and discussions were also held on inclusion and sustainable banking.

 

Following each meeting, a summary is provided to the Board and a subsequent follow-up call is held so that members of the CAP can hear how their views were shared and what happened as a result. Feedback has been very positive to date with members highlighting the variety of topics and good discussions with Board members and viewing the CAP as a safe environment to voice opinions and hear Board insights.

 

Members described the CAP as engaging, informative, insightful and transparent.

 

Wider workforce remuneration policy

Consistent with the principles for executive remuneration, the aim is to deliver a simple and transparent pay policy which promotes the long-term success of RBS. The policy supports a culture where individuals are rewarded for delivering sustained performance in line with risk appetite and for demonstrating the right behaviours.

 

Employees are provided with salary and pension funding and certain roles are eligible for benefit funding and variable pay awards. Further details on the policy and remuneration levels for 2019 including pay ratios can be found later in this report. Many employees are shareholders through the company’s employee share plans and have the ability to express their views on executive pay by voting on the Directors’ Remuneration Policy.

 

Making RBS a great place to work

Fulfilling job

The aim is for every colleague to have a clear and fulfilling job that connects to RBS’s purpose. Each colleague is set clear goals and objectives that reflect RBS’s strategy. Progress is reviewed throughout the year.

 

Wellbeing is essential for people to bring the best of themselves to work. A range of measures are provided to support: physical wellbeing, encouraging a healthy lifestyle; mental wellbeing to challenge the stigma of mental health and encourage colleagues to talk; financial wellbeing on helping colleagues make the most of their money; and social wellbeing to connect with the community and to support inclusion and volunteering. There is also an Employee Assistance Programme where employees can access confidential advice, support and short-term counselling.

 

Flexible working is offered where this is possible and appropriate. This allows colleagues to explore working patterns with their line manager and select a more flexible approach to work that meets their needs.

 

Diversity and inclusion is at the core of RBS culture. RBS is recognised in Bloomberg’s Global Gender Equality Index, holds Leader level in the UK Government’s Disability Confident Scheme and is regularly in the top Stonewall Global equality index. The inclusion category in the colleague opinion survey continues to score highly, and around 20,000 colleagues who are members of employee-led networks continue to educate and drive the inclusion conversation.

 

RBS has a positive action approach to improve the proportion of women and ethnic minority leaders across all business areas. Targets to improve gender and BAME/non-white representation are part of the measures that impact executive remuneration.

 

RBS has supported key causes, including being a founding signatory of the UK Government’s Race Equality Charter, and retained its status as a Stonewall Top Global Employer, one of just 14 organisations to feature on the 2019 list.

 

Fair Pay

RBS is committed to providing a fair wage for the role performed and also being very clear on how pay works. Employees are provided with flexibility in terms of how they wish to receive pay to suit their personal circumstances.

 

Fairness is built around a number of themes. A full pay review is undertaken each year for all salary ranges. Pay is compared against the external market so that pay and benefits are competitive. RBS is a fully accredited Living Wage Employer in the UK with rates of pay that continue to exceed the Living Wage Foundation Benchmarks.

 

RBS has a clear, simple and transparent reward structures for all employees. A review of employees’ pay takes place each year and focuses on moving them to the right rate of pay for their job. Investment in pay levels in recent years has focused mostly on junior employees.

 

RBS has removed front-line incentives and variable pay for large numbers of employees, with an increase to fixed pay instead. This provides greater certainty for these employees and allows them to focus fully on providing the best service for customers. HR policies and processes are kept under review to ensure employees are paid fairly.

 

Flexible benefits are provided allowing employees to change pension contributions and choose from a range of protection, healthcare and lifestyle options. Employees in the UK and Republic of Ireland can also participate in employee share plans and around 22,500 employees currently do so.

 

The number of employees at RBS who believe they are paid fairly increased further during 2019 and is significantly above the Global Financial Services Norm.

 

Excellent training

Culturally, becoming a learning organisation is a strategic priority. RBS needs to prepare colleagues for the future and is committed to developing colleagues in key critical capability areas. This will help to build the right knowledge, skills and behaviours, to help people stay relevant and employable, and support RBS’s ambition and purpose. There is a focus on the future, continuous learning, knowledge sharing and reflective practice.

 

RBS continues to innovate learning to support core and common capability needs by creating a blend of learning experiences (e.g. classroom, webinar, e-learning and video) to support personal development, individual capability or prepare people for future roles. RBS also remains committed to embedding a strong service and sales mindset with training which supports the business strategy on customer service, trust and advocacy.

 

A Good Leader

RBS is continuing to develop great leaders and supporting the development of talent across RBS Group. This is driven by a flagship leadership programme – Determined to lead (Dtl). It teaches the skills to lead, manage and coach people so they make positive behaviour changes and improve their performance. Around 11,000 leaders have completed their Dtl training to date.

 

Gender and ethnicity pay gaps

The latest gender and ethnicity pay gap reporting for RBS can be found in the ‘Our Colleagues’ section of the Strategic Report and on rbs.com.

 

* References to “colleagues” in the Directors’ Remuneration Report include all members of the workforce, for example contractors and agency workers as well as employees.

 

RBS – Annual Report on Form 20-F 2019

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Annual Report on Remuneration

 

 

 

 

Where indicated in the section headers, information is within the scope of the report of independent registered public accounting firm. Where a main section header, presented in bold, is marked as audited, all subsequent sub sections are also audited, the end of the audited section is marked by .

 

Single total figure of remuneration for executive directors for 2019 (audited)

Ross McEwan (5)

                 Alison Rose (6)

               Katie Murray (6)

2019

2018

2019

2018

2019

2018

£000

£000

£000

£000

£000

£000

Base salary

833

1,000

183

750

Fixed share allowance (1)

833

1,000

183

750

Benefits (2)

69

117

10

26

Pension (3)

292

350

18

75

Total fixed remuneration

2,027

2,467

394

1,601

Annual bonus

n/a

n/a

n/a

n/a

Long-term incentive award (4)

2,039

1,111

1,007

140

Total variable remuneration

2,039

1,111

1,007

140

Total remuneration

4,066

3,578

1,401

1,741

 

Notes:

(1)             The fixed share allowance is based on 100% of salary and, as part of fixed remuneration, it is not subject to any performance conditions.

(2)             Includes standard benefit funding for all at £26,250 per annum. Ross McEwan also received travel assistance (£40,124), relocation expenses (£4,757) consisting of assistance with tax return preparation, and home security arrangements (£1,786) and Alison Rose received travel assistance (£5,584) and home security arrangements (£446). The figures reflect the period served as an executive director.

(3)             The executive directors receive a monthly cash allowance and can choose to participate in the company’s defined contribution pension arrangements.

(4)             The 2019 value relates to LTI awards granted in 2017 with the performance assessed at the end of December 2019 as set out below. No discretion was exercised by the Committee as a result of the share price changing over the performance period. The estimated value above is £148,778 lower than the value of the shares at the time of grant, as a result of the share price falling from £2.4142 to £2.25 over the period.

(5)             Reflects fixed remuneration paid to Ross McEwan for the period to 31 October 2019, the date he stepped down from the Board, together with an estimate of the vesting value of the 2017 LTI award which was pro-rated to his final date of employment. Mr McEwan also received fixed remuneration of £198,020 for the period after stepping down from the Board until 30 November 2019, the date he ceased to be employed by RBS, see page 98 for further details.

(6)             Alison Rose was appointed as CEO on 1 November 2019 and Katie Murray was appointed as CFO on 1 January 2019. Remuneration above includes fixed pay since appointment to the Board together with the estimated vesting value of the full 2017 LTI award, including the performance period prior to appointment.

2017 LTI award – final assessment of performance measures (audited)

An assessment of performance of each relevant element was provided by internal control functions and PwC assessed relative Total Shareholder Return (TSR) performance against a peer group of comparator banks.

Performance Measures

Performance for

Vesting at

Performance for maximum

Actual Performance

Vesting

Weighted

(and weightings)

minimum vesting

minimum

 (100%) vesting

outcome

vesting %

Economic Profit (25%)

(£875 million)

25%

£125 million

Below threshold for vesting

0%

0.00%

Relative TSR (25%)

TSR at median

20%

TSR at upper quartile

Above upper quartile

100%

25.00%

Safe & Secure Bank (25%)

Vesting between 0% - 100%*

CET1 ratio: >13%

100%

18.75%

CET1 ratio target: 13% or above

CET1 ratio (12.5%)

LTI cost:income ratio target: significant progress
to 56%

LTI cost:income ratio: 62%

50%

Cost:income ratio (12.5%)

Customers & People (25%)

Vesting between 0% - 100%*

12.50%

NPS target: significant progress to number 1 in our chosen segments

NPS: Missed all six NPS targets

0%

Split across advocacy, trust

  and employee engagement

Trust target: significant progress to number 1 in our chosen segments

NTS: Missed four of the five trust targets

0%

Net Promoter Score (NPS) (7.5%)

EI target: increase employee engagement

EI: increased from 75 to 87

100%

Net Trust Score (NTS) (5%)

Engagement Index (EI) (12.5%)

Final vesting outcome

56.25%

 

* Vesting in the Safe & Secure and Customers & People categories can be qualified by Committee discretion taking into account changes in circumstances over the period, the margin by which individual targets have been missed or exceeded, and any other relevant factors.

 

There were six chosen customer segments for advocacy and five customer segments for Trust. Customer advocacy was measured by Net Promoter Score and Trust was measured by the percentage of customers that trust RBS to ‘do the right thing’. Chosen segments reflect RBS’s key products, service channels and customer groups. Economic Profit was defined as profit after tax and preference share charges less tangible net asset value multiplied by the cost of equity. There is a weighted peer group for relative TSR performance. The companies and weightings for this award were: Barclays and Lloyds (200%), HSBC (100%), and Standard Chartered, BBVA, BNP Paribas, Crédit Agricole, Santander, Société Générale, Unicredit, ING, Intesa San Paolo and Nordea Bank (all weighted 50%).

 

Final outcome and discretionary underpin

If the Committee considers that the vesting outcome calibrated in line with the performance conditions above does not reflect underlying financial results, or if the Committee is not satisfied that conduct and risk management during the performance period has been effective, then the terms of the award allow for an underpin to be used to reduce the vesting. In making its final judgement, the Committee considered the overall context of performance, noting significant improvements in Relative TSR, employee engagement and the strong capital position. Set against this, customer performance was poor and the Committee determined that economic profit should not be adjusted for strategic costs. As a result, both these categories did not vest. Input was also received from the Group Board Risk Committee (BRC) on risk performance. In line with the table above, the Committee had exercised its discretion in determining that the cost:income element should vest at the mid point of the scale and believed this was a fair reflection of performance. Taking all circumstances into account, the Committee determined that no further adjustment was necessary under the discretionary underpin.

 

RBS – Annual Report on Form 20-F 2019

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Annual Report on Remuneration

 

 

 

 

2017 LTI award – final assessment of performance measures (audited)

2017 LTI vesting amounts included in the total remuneration table

LTI awards were granted in March 2017 to Ross McEwan and also to Alison Rose and Katie Murray in respect of their roles prior to becoming executive directors. The performance period ended on 31 December 2019 and the performance conditions have been assessed as set out on the previous page and below. The awards will vest between March 2020 and March 2024 and remain subject to malus and clawback provisions.

 

Ross McEwan

The maximum number of shares for the performance assessment for Mr McEwan is calculated in line with the underlying award structure, where each of the four performance categories can vest up to 100% of salary at the time of grant. However, the actual number of shares received can never exceed the number of shares capped under the approved policy and the regulatory maximum at the time of grant. There are checks in place to ensure that these limits are not breached. Pro-rating has been applied to Mr McEwan’s 2017 LTI award reflecting that 35 of the 36 months in the performance period had been completed by his final date of employment, 30 November 2019. As set out below, the number of shares following the performance assessment falls within the maximum number of shares capped at the time of grant.

Ross McEwan

Vesting

Maximum

Shares

Estimated

Performance category and weightings (see previous page for details)

 per category

 shares

due to vest

 value (1)

Economic Profit (25%)

0%

414,216

Relative TSR (25%)

100%

414,216

414,216

Safe & Secure Bank (25%)

75%

414,216

310,662

Customers & People (25%)

50%

414,216

207,108

Maximum shares for performance assessment

1,656,864

Outcome following performance assessment (56.25% vesting)

931,986

Outcome following performance assessment and application of pro-rating to date of cessation

906,077

Maximum shares capped at the time of grant

1,188,800

Maximum shares following the application of pro-rating to date of cessation

1,155,753

Final vesting outcome post pro-rating

906,077

£2,038,673

 

Alison Rose and Katie Murray

Awards are based on similar performance areas as those applicable for Ross McEwan. While the weightings differ across the performance categories, the outcome of the performance assessment reflects that set out on the previous page for the executive director award other than a return on tangible equity (RoTE) measure which replaced economic profit for the LTI population below Board in 2017. The RoTE target was not deemed to have been met at the end of 2019. No discretion was exercised by the Committee in determining the outcomes below.

Alison Rose

Katie Murray

Performance category and weightings

Vesting per

Maximum

Shares due

Estimated

Maximum

Shares due

Estimated

category

shares

to vest

value (1)

shares

to vest

value (1)

RoTE (10%)

0%

74,559

10,397

Relative TSR (25%)

100%

186,398

186,398

25,993

25,993

Cost income ratio (10%)

50%

74,559

37,280

10,397

5,199

CET1 ratio (15%)

100%

111,838

111,838

15,595

15,595

Customer advocacy (15%)

0%

111,838

15,595

Customer trust (10%)

0%

74,559

10,397

Employee engagement (15%)

100%

111,838

111,838

15,595

15,595

Maximum shares under the award

745,589

103,969

Outcome following performance assessment (60% vesting)

447,354

£1,006,547

62,382

£140,360

 

Note:

(1)        Based on a RBS share price of £2.25, the average over the three month period from October to December 2019.

Scheme interests awarded during 2019 (audited)

Name

Grant date

% vesting at

Performance Requirements

Face value of

Number of

minimum and

award (£000s)

shares awarded

maximum

Ross McEwan

7 March 2019

1,650

625,712

Between
0% - 100% with no set minimum vesting

The awards were subject to a pre-grant assessment of performance over 2018 and a further assessment will take place following the end of the 2020 financial year. Further details of the LTI performance assessment framework can be found in the 2018 Report and Accounts and overleaf.

Alison Rose

7 March 2019

1,500

568,829

Katie Murray

7 March 2019

719

272,613

n/a

Award was subject to a performance assessment over the 2018 financial year.

Notes:

(1)        Awards were granted as conditional share awards. The number of shares was calculated taking into account performance and the maximum potential award for each individual. The award price of £2.637 was based on the average share price over five business days prior to grant. Ross McEwan subsequently left RBS and qualified for good leaver treatment as set out earlier in this report. The pre-grant assessment of performance for Alison Rose related to a period prior to becoming an executive director. Subject to the pre-vest assessment, these awards will be eligible to vest in equal amounts between years 2022 and 2026. Service conditions and malus provisions apply up until vest, and clawback provisions apply for a period of at least seven years from the date of grant.

(2)        Katie Murray received a deferred share award in March 2019 in respect of performance year 2018, a period prior to appointment to the Board, and was therefore not eligible to receive an LTI award in 2019. The award price of £2.637 was based on the average share price over five business days prior to grant. The award will be eligible to vest in equal amounts between years 2019 and 2026. Service conditions and malus provisions apply up until vest, and clawback provisions apply for a period of at least seven years from the date of grant.

 

 

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Annual Report on Remuneration

 

 

 

 

Performance assessment framework for LTI awards granted from 2018 onwards

For each of the core performance areas, the Committee will consider whether the executive director has achieved what would reasonably have been expected over the relevant period. The achievement of reasonable or ‘target’ performance expectations will deliver full or nearly full payout of the LTI awards, as long as executives deliver good, sustainable performance. This approach reflects the significantly reduced level of LTI awards compared to traditional LTI structures, creating more predictable outcomes and encouraging safe and secure growth within risk appetite.

 

The Committee will follow a robust process to review performance against pre-set goals relevant to RBSs strategic aims for that year, but will apply its judgement without a formulaic range for vesting or mechanistic weightings. Performance will be assessed taking into account circumstances applying over the period. Risk & Control and Stakeholder Perception underpins will also apply under which the Committee can consider if there are any other factors that would lead to a downwards adjustment. Awards may be reduced, potentially down to zero, further to the application of either the pre-grant or pre-vest tests where there has been significant underperformance or risk management failings.

 

Pre-grant assessment for LTI awards to be made in 2020

Core area and goals

Performance targets for 2019 (1)

Pre-grant assessment

Summary

 

Financial & Business Delivery

 

Run a safe and secure bank.

Achieve planned RoTE targets:

·              5.1% for RBS Group

·              10.2% for NWH Group (being NWH Ltd and its subsidiaries).

RoTE for 2019 was as follows:

·              4.7% for RBS Group

·              4.8% for NWH Group (2).

RoTE for both RBS Group and NWH Group was behind target largely due to increased PPI charges, margin pressure and, in the case of the Group RoTE target, lower income in NatWest Markets.

 

Achieve CET1 ratio targets:

·              15.5% for RBS Group

·              14.4% for NWH Group and with appropriate repatriation
of capital to the RBS Group.

CET1 ratio for 2019 was as follows:

·              16.2% for RBS Group

·              15.7% for NWH Group, with £1.5bn of capital repatriated to the RBS Group.

 

RBS Group and NWH Group CET1 ratio ahead of target.

 

Risk & Control

 

Improve or maintain control environment. Material progress towards desired risk culture.

RBS Group and NWH Group achieve/maintain and embed a control environment rating of 2.

Most areas had achieved the required control environment ratings, but four business units continued to have a control environment rating of 3.

 

The Risk management performance across the RBS Group is improving, but the Group as a whole, and also NWH Group, had not attained the required target.

 

Compliance with the minimum controls for the effective management of compliance with ring-fencing rules, as set out in the ring-fencing policy.

Ring-fencing compliance maintained in line with policy and reporting on activities provided to the PRA.

No evidence to indicate non-compliance with work continuing on embedding policy and controls.

Positive progress towards a (‘1’) generative risk culture rating with strong tone from the top and effective action plans in place. As a minimum, RBS Group and NWH Group to achieve (‘2’) systematic risk culture rating.

 

Good progress made towards risk culture target, with a risk culture rating of systematic having been achieved across all but two business units.

While risk culture has continued to improve in line with the trajectory set in 2015, the 2019 target was not fully met.

 

Customer & Stakeholder

 

Meaningfully Increase customer advocacy for brands and chosen segments. Build a strong internal customer service.

Achievement of targets for brands and chosen segments against Competition and Markets Authority (CMA) rankings and Net Promoter Scores (NPS).
See note
(3) below for full details.

Customer performance was mixed during 2019, with a number of the customer targets not met. See note (3) below for details of the Customer targets and performance.

Customer performance remains a difficult area, with limited progress having been achieved outside of NatWest Commercial and Coutts & Company (Coutts).

 

Achievement of progress based on working together surveys with targets:

·              internal NPS of -5 for RBS Group and NWH Group

·              core service behaviour score of 65 for RBS Group and NWH Group.

 

·              Internal NPS was-18

·              the core service behaviours score was 57.

Targets not met with the internal NPS and core service behaviour score both having declined since 2018.

 

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Annual Report on Remuneration

 

 

 

 

Pre-grant assessment for LTI awards to be made in 2020

Core area and goals

Performance targets for 2019 (1)

Pre-grant assessment

Summary

 

People & Culture

 

Provide clarity, build capability and motivate our people. Build up and strengthen a healthy culture. Improve diversity across leaders to create a more mature, inclusive culture.

Employee engagement index (EI) and leadership index (LI) scores:

·              EI target of 87

·              LI target of 81

 

·              EI and LI scores both increased by 2 points from 2018, to 87 (EI) and 81 (LI), resulting in both targets being met.

Overall RBS has seen improvements in all RBS Our View assessed measures as a result of an increase in EI , LI and culture scores across most business units. A limited number of such areas experienced a slight degradation on high EI, LI and culture scores year on year.

 

Scores from the Banking Standards Board assessment on culture:

·              culture target of 78

·              The culture score also increased by 2 to 79, resulting in the target being met.

Progress by RBS Group and NWH Group on the number of women in senior roles across the top three layers of the Group globally by 2020.

Satisfactory progress has been made. As at Q3, 8 out of 12 business units had met the target, with a further 2 of the remaining 4 such areas expected to achieve the target by year end.

The RBS target is to have 30% or more women in senior roles across each business unit by 2020 globally. While this specific target has not yet been met, the overall RBS Q3 actual was 35%.

Progress by RBS Group and NWH Group on the number of BAME/non-white UK employees in the top four layers of the Group by 2025.

While the in year target of 10% was not met, good progress was made towards the longer term 2025 target.

The 2019 actual was 9% of BAME/non-white UK employees in the top four layers of the Group.

 

Notes:

(1)      The performance of the Finance function in contributing to the overall targets was also taken into account for Katie Murray as CFO. Alison Rose was the CEO of Commercial & Private Banking prior to becoming CEO in November 2019 and the performance of those business areas was also assessed in terms of contribution to the NWH Group targets.

(2)      Tangible equity based upon a simple full year average.

(3)      Brand CMA and NPS targets together with the scores achieved are set out below:

 

Business area

NatWest
Commercial
NPS

NatWest
Business CMA

Royal Bank
Business NPS

Coutts NPS

NatWest Personal
CMA

Royal Bank
Personal CMA

Ulster RoI
Personal NPS

Target

21 and 1st

57% or 6th

-27

37

63% or 7th

52% or 13th

-5 or 2nd

Score

23 and 1st

50% and 9th

-31

43

61% and 7th

46% and 16th

-15 and 3rd

 

Outcome of the pre-grant assessment for the 2020 LTI award

The Committee also received advice from the BRC and SBC in making its final assessment. The Committee assessed non-formulaic measures in order to determine the pre-grant assessment, as follows:

 

There were positive indicators of performance during the year

 

 However performance was not fully at the desired level

·              Full year net lending growth across UK Personal Banking, Ulster Bank RoI, Commercial Banking and Private Banking was 3.7%, which was well in excess of the stated target of 2-3%.

 

·              RBS continued to maintain a strong capital position. Further progress was also made on simplifying the bank with lower costs in 2019.

 

·              On people measures, employee engagement was at its highest since measurement began in 2002. The RBS ‘Our View’ employee engagement survey scores also saw an improvement of an average of two points per assessed category, which scored RBS higher than the Global Financial Services benchmark. Good progress was also made with regards to longer term diversity and inclusion targets.

·             With a couple of notable exceptions in NatWest Commercial and Coutts, customer performance was not considered by the Committee to be at the level expected.

 

·             The Committee noted that risk management performance had improved, although four business units were still to attain the desired ‘2’ control environment rating. Similarly, on risk culture, all but two business units had by year end achieved a ‘systematic’ risk culture rating.

 

·             On financial measures, RoTE was behind target due to increased PPI charges and margin pressure and full year core income for NatWest Markets was adverse to plan.

 

As part of its ‘performance in the round’ judgement, the Committee noted the lack of progress in certain key areas, with poor financial and customer performance considered a significant lag on the areas of improvement for 2019. The Committee concluded that this should be reflected by an award level for Ross McEwan of 69% of the maximum possible award. Mr McEwan’s award was also pro-rated to reflect that he was employed for 11 months of the performance year. In the case of Katie Murray, an award level of 73% of the maximum possible award was proposed, the relative increase compared to Mr McEwan’s award being justified by strong risk management performance within the Finance function, which achieved a control environment rating of 2 and a systematic risk culture. The Committee also determined an award level for Alison Rose of 78% of the maximum possible award, based on the new CEO LTI maximum, which was primarily driven by Ms Rose’s performance in her previous role, notable achievements being the launch of the Rose review and progress on risk and culture.

 

Ross McEwan (1)

Alison Rose

Katie Murray

Maximum award level under the policy

£1,750,000

£1,925,000

£1,500,000

Agreed award level following the pre-grant performance assessment

£1,100,000

£1,500,000

£1,100,000

 

Note:

(1)        Ross McEwan’s agreed award level for the 2020 LTI award represents a 26% reduction compared to his 2019 LTI award, which was considered by the Committee to be representative of a weaker overall performance in 2020 across key finance and customer performance areas.

 

RBS – Annual Report on Form 20-F 2019

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Annual Report on Remuneration

 

 

 

 

Pre-vest assessment for 2020 LTI awards

In addition to the pre-grant assessment detailed on the previous page, a further assessment of performance will take place at the end of three years, prior to vesting. It is intended to be a look-back at the performance year for which the LTI award was granted to consider whether anything has come to light which might call into question the original award. Once the vesting amount has been approved, employment conditions as well as malus and clawback will continue to apply.

 

Four core questions will be considered as part of the pre-vest assessment. In determining the final vesting level of the award, the Committee will consider both individual and collective performance which means that there may be different vesting levels by participant. The process that will be followed to determine whether sustainable performance has been delivered is as follows:

 

When assessing the performance of the year for which the award was granted, and “knowing what we know now”, has RBS:

1.               Remained safe and secure, taking into account financial results and capital position?

2.               Been a good bank for customers taking into account customer and advocacy performance?

3.               Operated in an environment in which risk is seen as part of the way we work and think?

4.               Operated in a way that reflects its stated values?

Evidenced by:

i.                  Has RBS breached a minimum capital ratio over the period? (core assessment question 1)

ii.               Has there been a material fall in the RBS share price over the period (core assessment question 1)

iii.            Has NPS fallen across the business? (core assessment question 2)

iv.            Have there been indicators of a material deterioration in the risk culture or profile, taking into account annual assessments by the Risk function and the BRC? (core assessment question 3)

v.               Has the Banking Standards Board survey position fallen materially? (core assessment question 4)

vi.            Have employee engagement scores fallen materially? (core assessment question 4)

 

NO

YES

Achievement of “threshold level of sustainable performance” has been evidenced.

 

No adjustment proposed subject to the underpins below.

Three further questions to be considered:

1.               Is the underperformance due to factors within management’s reasonable control in the circumstances?

2.               Can the underperformance be linked back to the performance year to which the award relates, rather than performance developments since?

3.               Is it appropriate to reflect the underperformance in the current pre-vest test (i.e. if the underperformance has not been adequately reflected in other ways such as subsequent pre-grant tests and awards in the interim)?

If the answer to each of these questions is “Yes”, the Committee may decide that a reduction on pre-vest is appropriate, and it has the discretion to decide the amount.

 

Risk & Control and Stakeholder Perception underpins

In addition, the Committee will consider the potential application of Risk & Control and Stakeholder Perception underpins following advice from the BRC and the SBC. This provides scope to consider significant risk, stakeholder or reputational matters not already captured in the performance assessment. The underpins also allow the Committee to consider events arising during the period between grant and the end of year three.

 

Performance Goals for 2020 (for the pre-grant assessment of LTI awards to be made in 2021)

 

The table below forms the basis of the pre-grant assessment for LTI awards to be made in early 2021, with performance assessed across four core areas using a balanced scorecard and with measures that align with RBS’s purpose. It should be noted that the pre-grant assessment for LTI awards operates over a one-year period based on strategic targets for that year, and in this respect it has some similarities to the operation of annual bonus awards rather than traditional long-term incentive awards. Targets are disclosed in advance where these are not deemed commercially sensitive. There are no weightings set for the performance categories as the Committee follows a robust process to review performance against pre-set goals but applies its judgement without reference to formulaic weightings. Full details on the 2020 targets and the assessment of performance against these will be set out in the 2020 Directors’ Remuneration Report.

 

Core area and

purpose

Performance Goals for

2020

Measures for assessing pre-grant performance

for 2021 LTI awards

 

Targets

 

Scorecard
Financial & Business Delivery

 

Purpose alignment

Has a Purpose which delivers long term sustainable performance

Run a safe and secure bank.

 

Achieve RBS Group cost reduction target based on operating expense reduction.

RBS Group cost reduction of £250m.

 

Achieve CET1 ratio target for RBS Group and NWH Group, with appropriate repatriation of capital to the RBS Group.

 

Targets will be disclosed as part of the performance assessment in the 2020 Directors’ Remuneration Report.

 

Achieve net loan growth target for Retail and Commercial franchises consisting of UK Personal Banking, Ulster, Private, Commercial and RBSI.

 

Retail and Commercial net lending growth of >3%.

 

Progress towards execution of the NatWest Markets strategic review. To be measured with reference to RWA reduction and capital accretion.

 

 

NWM RWA reduction of £6-8billion and capital ratio accretive in year 1.

 

RBS – Annual Report on Form 20-F 2019

96

 

 


 

Annual Report on Remuneration

 

 

 

 

Core area and

purpose

Performance Goals

for 2020

Measures for assessing pre-grant performance for

2021 LTI awards

Targets

 

Scorecard

Risk & Control

 

Purpose alignment
Has a Purpose which delivers long term sustainable performance

 

 

 

Maintain a robust control environment.

Achieve or maintain an effective control environment rating, including progress on Financial Crime improvement plans, with control and risk implications considered in strategic and cost change programmes.

Effective management of compliance with the ring-fencing rules across NWH Group.

RBS Group and NWH Group to achieve a control environment rating of 2, with RBS Group and NWH Group change programmes managed and executed within policy and risk appetite.

Compliance with minimum controls under ring-fencing rules.

Material progress towards the desired risk culture target where ‘risk is part of the way we work and think’.

Achieve or maintain a ‘systematic’ risk culture rating which reflects target risk management practices and behaviours in line with the Enterprise Wide Risk Management Framework.

Positive progress towards (‘1’) generative with RBS Group and NWH Group to be rated (‘2’) systematic as a minimum.

 

Scorecard
Customer & Stakeholder

 

Purpose alignment

Honest & Fair with Customers and Suppliers

 

 

 

A Good Citizen

 

 

 

 

A Guardian for Future Generations

 

Meaningful increase in customer advocacy for key customer journeys.

Achievement of targets across the top 5 customer journeys to be prioritised for transformation in 2020.

Net Promoter Score improvement of:
8 points for account opening;
4 points for paying a person or bill;
2 points for keeping purchases and payments safe;
8 points for commercial lending; and
3 points for business servicing.

Build trust with our customers

Achievement of improved net trust scores for NatWest and Royal Bank of Scotland.

Net trust score improvement of 6 percentage-points for NatWest (England & Wales) and improvement of 10 percentage-points for Royal Bank of Scotland (Scotland).

Creation of new businesses, irrespective of gender, background or geography.

Creation of 6,500 new businesses, ensuring everyone has the same opportunity to progress irrespective of gender, background or geography.

Create an additional 6,500 new businesses with support being distributed as follows: 75% to the UK regions outside London & South East, 60% to females, 20% to BAME individuals and 10% to people intending to create purpose-led businesses.

To be a leading bank helping to address the climate challenge.

Progress towards climate positive operations by 2025.

Reduce carbon emissions from our direct operational footprint by 10%.

Funding and financing for climate and sustainable finance.

Increase new funding and financing for climate and sustainable finance to £6.5bn in 2020.

 

 

Set sector specific targets for emissions reduction.

RBS will set sector-specific targets for high impact sectors that are scenario-based for aggregate balance sheet alignment to the objectives of the 2015 Paris Agreement, and be in a position to publish such targets at or before the time of the FY2020 results announcements to give full transparency to all our stakeholders. 

 

Scorecard

People & Culture

 

 

Purpose alignment

A Responsible and Responsive Employer

 

Build the capability of our colleagues to realise their potential.

Based on achieving the capability targets for RBS Group and NWH Group as measured through the RBS ‘Our View’ colleague survey.

RBS Group and NWH Group to be 12 points above the Global Financial Services Norm.*

Build up and strengthen a healthy culture.

Based on the Banking Standards Board assessment and achieving the culture target for RBS Group and NWH Group, as measured through the RBS ‘Our View’ colleague survey.

RBS Group and NWH Group to be equal to the Banking Standards Board norm.*

Embed our shared purpose across the business and brands.

Based on achieving the shared purpose target for RBS Group and NWH Group, as measured through the RBS ‘Our View’ colleague survey.

 

RBS Group and NWH Group to be 1 point above the Banking Standards Board norm.

 

Develop a diverse workforce and inclusive environment

 

Progress on the number of women in senior roles across the top three layers of RBS Group.

To increase the percentage of females in the top three layers of RBS Group from 35% to 36% on aggregate.

Progress on the number of BAME/non-white UK employees in the top four layers of RBS Group.

To increase the percentage of BAME/non-white UK employees in the top four layers from 9% to 10% on aggregate.

 

 

Based on achieving the inclusion target for RBS Group and NWH Group, as measured through the RBS ‘Our View’ colleague survey.

RBS Group and NWH Group to be 10 points above the Global Financial Services Norm.

 

*Willis Towers Watson’s Global Financial Services Norm. The Banking Standards Board norm is based on the average score across all participating banks.
For the CFO, performance will be assessed in line with the framework above and the performance of the Finance function will also be taken into account.

 

RBS – Annual Report on Form 20-F 2019

97

 

 


 

Annual Report on Remuneration

 

 

 

 

Payments for loss of office (audited)

On 25 April 2019, Ross McEwan announced his intention to retire as CEO. He stepped down from the Board on 31 October 2019 and ceased to be an employee on 30 November 2019. Both parties agreed that the notice period would be brought to an end on 30 November 2019 and that no payment would be made in lieu of notice. In line with his contractual arrangements, Mr McEwan continued to receive standard payments in respect of his fixed pay for the period up to his final date of employment. Payments for the period from 1 November to 30 November 2019 comprised salary (£83,333), fixed share allowance (£83,333), pension funding (£29,167) and benefit funding (£2,188), a total of £198,020 before tax.

 

The Board agreed that Mr McEwan qualified for good leaver treatment, as per the requirements in the policy section of this report, in respect of his unvested LTI awards. Mr McEwan was in his sixth year as CEO and was planning to retire to New Zealand. After announcing his intention, Mr McEwan was subsequently approached by, and then accepted an appointment with, National Australia Bank (NAB). The Board considered all the circumstances and NAB was not viewed as competing directly and materially with RBS given its very limited presence in the UK and, therefore, all the retirement criteria were deemed to have been met. Should Mr McEwan decide to take on a different role in future, then the good leaver criteria would be re-tested.

 

   

In line with good leaver status, outstanding LTI awards granted in 2018 and 2019 will continue to vest on their scheduled vesting dates and pro-rating will not apply. The 2017 LTI award was granted under the previous remuneration structure and pro-rating will apply based on Mr McEwan’s final date of employment. All awards remain subject to a performance assessment prior to vesting and the potential application of malus and clawback provisions. In line with the policy, Mr McEwan remained eligible for a further LTI award to be granted in 2020 in respect of his performance during 2019 and pro-rated to reflect his employment ended on 30 November 2019. This included the requirement to provide an orderly handover as a condition of his good leaver status. As set out on page 95, an LTI award of £1,100,000 was agreed in respect of the 2019 performance year. Any vesting of awards will be disclosed in the Directors’ Remuneration Report for the relevant year.

 

Payments to past directors (audited)

Payments made to Ross McEwan during the year are set out above and in the total remuneration paid to executive directors table earlier in this report. There are no other payments to past directors to disclose for 2019.

Total remuneration for the Chairman and non-executive directors for 2019

The GRG Board Oversight Committee was stood down at the end of June 2019. There were no other changes to Committees during the year and the level of fees remained unchanged. For RBSG plc Board directors who also serve on the boards and committees of NatWest Holdings Limited, National Westminster Bank Plc, The Royal Bank of Scotland plc and Ulster Bank Limited, the fees below reflect membership of all five boards and their respective board committees. Where appropriate, RBSG plc Board directors also received fees in respect of membership of other subsidiary company boards and committees including NatWest Markets Plc, the value of which is included in the table below.

 

Total single figure of remuneration for the Chairman and non-executive directors during 2019  (audited)

 

Fees

Benefits

Total

Chairman (composite fee)

2019

2018

2019

2018

2019

2018

£000

£000

£000

£000

£000

£000

Howard Davies (1)

750

750 

11

11

761

761

GRG

Fees

Benefits

Total

Board

N&G

GAC

BRC

SBC

TIC

RemCo

SID

BOC

CAP

Other

2019

2018

2019

2018

2019

2018

Non-executive directors (2)

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

Frank Dangeard (3)

260

260

252

4

4

264

256

Alison Davis

80

30

60

30

200

200

24

26

224

226

Patrick Flynn

80

11

68

34

30

223

101

10

9

233

110

Morten Friis

80

34

34

148

142

35

50

183

192

Robert Gillespie

80

15

34

30

60

8

227

219

19

8

246

227

Brendan Nelson (3)

26

4

17

8

10

31

96

284

12

31

108

315

Baroness Noakes

80

15

34

68

8

205

216

17

18

222

234

Mike Rogers

80

60

30

170

158

12

12

182

170

Mark Seligman

80

15

34

30

30

8

197

171

8

5

205

176

Lena Wilson

80

30

30

15

155

128

11

20

166

148

 

No variable pay is provided to the Chairman and non-executive directors in line with the Code.

 

Notes:

(1)      The benefits column for Howard Davies includes private medical cover.

(2)      Non-executive directors are reimbursed expenses incurred in connection with travel and attendance at Board meetings. HMRC deems these expenses as taxable where the meetings take place at the company’s main offices and RBS settles the tax on behalf of the non-executive directors.

(3)      Under the ‘Other’ column, Frank Dangeard received a composite fee as Chairman of the NatWest Markets Plc (NWM Plc) Board. Brendan Nelson also received fees as a member of the NWM Plc Board and these are shown above for the period to 25 April 2019, the date he stood down from the RBSG plc Board.

 

Key to table:

 

 

 

N&G

Group Nominations and Governance Committee

RemCo

Group Performance and Remuneration Committee

GAC

Group Audit Committee

SID

Senior Independent Director

BRC

Group Board Risk Committee

GRG BOC

Board Oversight Committee for the GRG business areas

SBC

Group Sustainable Banking Committee

CAP

Colleague Advisory Panel

TIC

Technology and Innovation Committee

 

 

 

RBS – Annual Report on Form 20-F 2019

98

 

 


 

Annual Report on Remuneration

 

 

 

 

Implementation of remuneration policy in 2020

Details of remuneration to be awarded in 2020 to executive directors are set out below. The salary, benefits, pension and fixed share allowance for the CEO and CFO are in line with those announced on appointment. The LTI pre-grant assessment has been completed and the Committee recommended to the Board who approved that LTI awards would be granted as set out below. Details of the pre-grant assessment can be found on pages 94 to 95.

 

Executive directors’ remuneration to be awarded in 2020

 

Salary

Standard benefits (1)

Pension (% of salary)

Fixed share allowance

LTI award following pre-grant

100% of salary (2)

assessment over 2019

Alison Rose

£1,100,000

£26,250

£110,000 (10%)

£1,100,000

£1,500,000

Katie Murray

£750,000

£26,250

£75,000 (10%)

£750,000

£1,100,000

 

Notes:

(1)       Amount shown relates to standard benefit funding. Executive directors are also entitled to travel assistance and security arrangements in line with the policy. The value of benefits received will be disclosed each year.

(2)       Fixed share allowance payable broadly in arrears, currently in two instalments per year but moving to four instalments per year following the AGM, with shares released in equal amounts over a three year period.

 

Timing of payments to executive directors

 

Variable pay

pre-grant assessment based on performance over 2019

LTI award granted in 2020

20%

further assessment

20%

made before any

20%

vests over 2023 to 2027 with

vesting takes place

20%

a 12 month retention period

20%

post vesting

Fixed pay

Fixed share allowance

33%

33%

        shares released

33%

        over three years

Pension & benefits

Base salary

Year

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

 

Chairman and non-executive directorsannual fees for 2020

The fees are unchanged from 2019.

Fees for RBSG plc Board (1)

Rates from 1 January 2020

Chairman (composite fee)

£750,000

Non-executive director basic fee

£80,000

Senior Independent Director

£30,000

Fees for RBSG plc Board Committees (1)

Member

Chairman

Group Board Risk Committee

£34,000

£68,000

Group Audit Committee

£34,000

£68,000

Group Performance and Remuneration Committee

£30,000

£60,000

Group Sustainable Banking Committee

£30,000

£60,000

Technology and Innovation Committee

£30,000

£60,000

Group Nominations and Governance Committee

£15,000

Other fees for RBSG plc Board directors

Chairman of NatWest Markets Plc (composite fee to cover all boards and committees)

£260,000

Chairman of the Colleague Advisory Panel

£15,000

 

Note:

(1)       No additional fees are payable where the director is also a member of the boards and respective board committees of NatWest Holdings Limited, National Westminster Bank Plc, The Royal Bank of Scotland plc and Ulster Bank Limited. Where appropriate, directors receive additional fees in respect of membership of other subsidiary company boards and committees including NatWest Markets Plc. The value of fees received will be disclosed in this report each year.

 

Other external directorships

Agreement from the Board must be sought before directors accept any additional roles outside of RBS. Procedures are in place to make sure that regulatory limits on the number of directorships held are complied with. The Board would also consider whether it was appropriate for executive directors to retain any remuneration receivable in respect of any new external directorships, taking into account the nature of the appointment. Details of the directorships held by directors can be found in the biographies section of the corporate governance report.

 

RBS – Annual Report on Form 20-F 2019

99

 

 


 

Annual Report on Remuneration

 

 

 

 

Directors’ interests in RBSG plc shares and shareholding requirements (audited)

The shareholding requirement is to hold shares to the value of 400% of salary for the CEO and 250% of salary for the CFO. Following the pre-vest performance assessment of LTI awards at the end of year three, shares will be deemed to count on a net of tax basis towards meeting the shareholding requirement. Once the respective retention periods have passed, executive directors are permitted to dispose of up to 25% of the net of tax shares received until the shareholding requirement is met. Under the policy being proposed at the 2020 AGM, a post-employment shareholding requirement will also be introduced. Executive directors will be required to hold shares of a value equal to the lower of their shareholding requirement immediately prior to departure or the actual shareholding on departure, for a period of two years. A fixed number of shares for the post-employment shareholding requirement will be determined at the date of departure.

Shareholding requirements (audited)

 

 

Notes:

(1)       Mr McEwan holds 115,322 shares from his 2015 and 2016 fixed share allowances that are included in the shares held below but these have been excluded from the shareholding requirements calculation as he will transfer these shares to charity at the end of the retention period. Mr McEwan exceeded his shareholding requirement at the date he stepped down from the Board while Ms Rose and Ms Murray are making progress towards their requirements, having only been appointed to the Board during 2019.

(2)       The calculation is based on a share price of £2.13 as at 31 October 2019 for Mr McEwan, the date he stepped down from the Board, and £2.40 as at 31 December 2019 for Ms Rose and Ms Murray. During the year the share price ranged from £1.78 to £2.70.

 

Share interests held by directors

 

Ross

Alison

Katie

Howard

Frank

Alison

Patrick

Morten

Robert

Brendan

Baroness

Mike

Mark

Lena

McEwan

Rose

Murray

Davies

Dangeard

Davis

Flynn

Friis (5)

 Gillespie

Nelson

Noakes

Rogers

Seligman (6)

Wilson

Shares held (1) 

2,483,768

1,205,945

250,222

100,000

5,000

20,000

20,000

25,000

12,001

41,000

20,000

30,000

20,000

% of issued share capital

0.0205

0.0100

0.0021

0.0008

0.0002

0.0002

0.0002

0.0001

0.0003

0.0002

0.0002

0.0002

LTI / deferred awards

subject to service (2)

672,834

300,023

420,538

LTI awards subject

to performance (3)

2,406,840

1,803,324

103,969

Sharesave options (4)

3,486

 

Notes:

(1)       Shares owned beneficially as at 31 December 2019 or date of stepping down from the Board if earlier. The interests shown above include shares held by persons closely associated with the directors. As at 13 February 2020, there were no changes to the shares held shown above, other than the acquisition of 68 shares by Katie Murray at the end of January 2020 as part of one of the company’s employee share plans.

(2)       Performance assessment has taken place but awards are still subject to deferral periods and employment conditions before vesting. These awards count on a net of tax basis towards meeting the shareholding requirement.

(3)       Awards shown are still subject to the pre-vest performance assessment and also subject to deferral periods and employment conditions before vesting.

(4)       Interests held under the Sharesave plan where employees can choose to save from their salary with an option to buy shares at the end of the savings period.

(5)       The share interest held is over 10,000 American Depositary Receipts representing 20,000 ordinary shares.

(6)       10,000 shares are held in the name of M Seligman & Co Ltd, of which Mr Seligman and Louise Seligman are shareholders.

 

RBS – Annual Report on Form 20-F 2019

100

 

 


 

Annual Report on Remuneration

 

 

 

 

Directors’ interests under the company’s share plans (audited)

 

Year of
award

Awards held at
1 January 2019

Awards
granted

Award
price £

Awards
vested

Awards lapsed
for performance

Awards
forfeited

Awards held at
31 December 2019

Expected vesting dates

Ross McEwan (1)

LTI award

2015

371,098

3.74

185,549

185,549

(2)

06.03.20

LTI award

2016

1,187,207

2.26

699,922

487,285

(2)

08.03.20 – 08.03.21

LTI award

2017

1,188,800

2.41

1,188,800

(3)

07.03.21 – 07.03.24

LTI award

2018

592,328

2.66

592,328

07.03.21 – 07.03.25

LTI award

2019

625,712

2.64

625,712

07.03.22 – 07.03.26

3,339,433

625,712

185,549

699,922

3,079,674

Alison Rose

LTI award

2015

196,926

3.74

98,463

98,463

(2)

06.03.20

LTI award

2016

620,183

2.26

418,623

201,560

(2)

08.03.20 – 08.03.21

LTI award

2017

745,589

2.41

745,589

(3)

07.03.20 – 07.03.24

LTI award

2018

488,906

2.66

488,906

07.03.21 – 07.03.25

LTI award

2019

568,829

2.64

568,829

07.03.22 – 07.03.26

2,051,604

568,829

98,463

418,623

2,103,347

Katie Murray

Deferred award

2016

1,772

2.26

1,772

LTI award

2016

56,260

2.26

37,975

18,285

(2)

08.03.20 – 08.03.21

Deferred award

2017

68,345

2.41

17,087

51,258

(2)

07.03.20 – 07.03.22

LTI award

2017

103,969

2.41

103,969

(3)

07.03.21 – 07.03.22

Sharesave

2017

1,585

2.27

1,585

(4)

18.12.2020

Deferred award

2018

133,979

2.66

26,796

107,183

(2)

07.03.20 – 07.03.23

Sharesave

2018

1,901

1.89

1,901

(4)

18.12.2021

Deferred award

2019

272,613

2.64

28,801

243,812

(2)

07.03.20 – 07.03.26

367,811

272,613

74,456

37,975

527,993

 

Notes:

(1)        Interests for Ross McEwan are as at 31 October rather than 31 December 2019. As noted earlier in the report, the Committee agreed that good leaver treatment should apply. Outstanding LTI awards will continue to vest on their scheduled vesting dates subject to the assessment of performance where appropriate.

(2)        Performance assessment has taken place and outstanding awards remain subject to deferral and service or good leaver conditions before vesting.

(3)        The performance period ended on 31 December 2019 with the vesting outcomes determined in January 2020, as set out earlier in this report. In the case of Ross McEwan, the 2017 award was pro-rated to reflect that he was employed for 35 of the 36 months covering the performance period.

(4)        Award granted under the all-employee Sharesave plan. The award price is the option price at which shares can be bought at the end of the savings period.

 

 

Total Shareholder Return (TSR) performance

 

The graph below shows the performance of RBSG plc over the past ten years in terms of TSR compared with that of the companies comprising the FTSE 100 Index. This index has been selected because it represents a cross-section of leading UK companies. The TSR for FTSE UK banks for the same period has been added as a further comparison. Source: Datastream

 

 

CEO pay over the same period

 

2010

2011

2012

2013

2014 

2015

2016 

2017 

2018

2019

Total remuneration (£000s) (1) 

1,235 (SH)

3,687

1,646

1,646

393 (RM)

1,878

3,492

3,702

3,487

3,578

4,066 (RM)

1,401 (AR)

Annual bonus against

85%

0%

0%

0% (SH)

max. opportunity

n/a 

n/a 

n/a 

n/a

n/a

n/a

LTI vesting rates against
maximum opportunity
(2)

0%

0%

0%

0% (SH)

73%

62% 

56%

89%

41%

78% (RM)

60% (AR)

 

Notes:

(1)        For 2013 and 2019 the table reflects where more than one individual has served as CEO during the year. The CEOs are Stephen Hester (SH), Ross McEwan (RM) and Alison Rose (AR) with figures based on the single total figure of remuneration for the relevant year.

(2)        The maximum opportunity is set according to the approved policy and, for LTI awards granted in 2015 and onwards, the regulatory cap.

 

RBS – Annual Report on Form 20-F 2019

101

 

 


 

Annual Report on Remuneration

 

 

 

 

Relative importance of spend on pay

The table below shows a comparison of remuneration expenditure against other distributions and charges. These items have been included as they reflect the key stakeholders for RBS and the major categories of distributions and charges made by RBS.

 

2019

2018

Change 

£m

£m

Remuneration paid to all employees (1)

3,516

3,628

-3.09%

Distributions to holders of ordinary shares (2)

3,018

241

1152%

Distributions to holders of preference shares and paid-in equity

406

470

-13.62%

Taxation and other charges recognised in the income statement:

  - Social security, Bank levy and Corporation tax

890

1,062

-16.20%

  - Irrecoverable VAT and other indirect taxes incurred by RBS (3)

637

616

3.41%

 

Notes:

(1)        Remuneration paid to all employees represents total staff expenses per Note 3 to the Financial Statements, exclusive of social security and other staff costs.

(2)        In 2019 RBS paid a final dividend of 3.5p and a special dividend of 7.5p per ordinary share in respect of financial year 2018, and an interim dividend of 2.0p and a further special dividend of 12.0p per ordinary share in respect of financial year 2019. The directors have recommended a final dividend of 3.0p per ordinary share and a special dividend of 5.0p per ordinary share in respect of financial year 2019, subject to shareholders’ approval at the Annual General Meeting on 29 April 2020.

(3)        Input VAT and other indirect taxes not recoverable by RBS due to it being partially exempt.

 

Change in CEO’s pay compared with employees

The table below shows the annual percentage change in remuneration for the CEO compared with the percentage change in the average remuneration of RBS employees based in the UK. In each case, remuneration is based on salary, benefits and annual bonus. Under the remuneration policy the CEO also receives a fixed share allowance and is eligible for LTI awards rather than annual bonus.

 

Salary

Benefits

Annual Bonus

2018 to 2019 change

2018 to 2019 change (2)

2018 to 2019 change

Chief Executive Officer (1)

1.66%

0%

n/a

UK employees (3)

3.05%

1.25%

-6.30%

 

Notes:

(1)        Alison Rose was appointed CEO on a salary that was 10% higher than her predecessor, as outlined earlier in this report. As the change was effective from 1 November 2019, the annual percentage change in salary from the 2018 to 2019 financial year is 1.66%.

(2)        Standard benefit funding for executive directors remained unchanged between 2018 and 2019. The benefits excludes other any benefits such as travel assistance in connection with company business and any relocation benefits, the value of which is disclosed each year in the total remuneration table.

(3)        RBSG plc is a holding company and it does not have any employees. The data above is based on full year average salary costs of UK based employees of RBS Group. This is considered to be the most representative comparator group as it covers the majority of employees and the CEO is based in the UK.

 

CEO to employee pay ratios

The ratios compare the total remuneration of the CEO, as set out in this report, against the remuneration of the median UK employee as well as employees at the lower and upper quartiles. The disclosure will build up over time to cover a rolling 10-year period. A significant proportion of the CEO’s pay is delivered in LTI awards, where awards are linked to the company’s performance and share price movements over the longer-term. Therefore, the ratios will depend significantly on LTI outcomes and may fluctuate from one year to the next. None of the three employees identified at the 25th, 50th and 75th percentiles this year received LTI awards. The table also includes ratios covering salary only so that a further comparison is possible as well as the remuneration values for the identified employees.

 

The median ratio is reflective of a diverse range of roles and pay levels across RBS as a large financial services company. For each individual, RBS is committed to paying a fair rate for the role performed, using consistent reward policies and with opportunities for progression. The steps that RBS takes to ensure employees are paid fairly are set out earlier in this report. The higher total remuneration ratios in 2019 compared to 2018 are primarily a result of the increase in the LTI vesting amount included in the CEO single figure of remuneration. The vesting related to the 2017 LTI award which was the last under the previous remuneration construct. Under this construct, there was a high degree of volatility in vesting outcomes with largely formulaic outcomes. The current remuneration policy aims to create more predictable LTI outcomes. The position year on year based on a comparison of salary only is unchanged.

 

Pay ratios

Remuneration values

Financial

P25

P50

P75

Y25

Y50

Y75

Year

Methodology

(Lower Quartile)

(Median)

(Upper Quartile)

Calculation

Chief Executive

(Lower Quartile)

(Median)

(Upper Quartile)

2018

A

total remuneration

143:1

97:1

56:1

total remuneration

£3,577,649

£24,946

£36,727

£63,825

salary only

44:1

30:1

19:1

salary only

£1,000,000

£22,526

£33,146

£51,302

2019

A

total remuneration

175:1

118:1

69:1

total remuneration

£4,516,873

£25,742

£38,199

£65,684

salary only

44:1

30:1

19:1

salary only

£1,016,667

£23,253

£34,051

£52,439

 

Supplementary information on pay ratio table:

(1)        The data for 2019 is based on remuneration earned by Ross McEwan and Alison Rose, as set out in the single figure of remuneration table in this report, but with the LTIP vesting value for Alison Rose pro-rated to exclude the period prior to becoming CEO.

(2)        The employees at the 25th, 50th and 75th percentiles (lower, median and upper quartile) were determined as at 31 December of the relevant year, based on full-time equivalent remuneration for all UK employees other than for variable pay where the actual amount to be paid has been used.

(3)        ‘Option A’ methodology was selected as this is considered the most statistically accurate method under the reporting regulations. UK employees receive a pension funding allowance set as a percentage of salary. Some employees, but neither of the CEOs that served during the year, continue to participate in the defined benefit pension scheme under which it would be possible to recognise a higher value. For simplicity and consistency with regulatory disclosures, the pension funding allowance value has been included in the calculation for all employees.

(4)        The data for the three employees identified has been considered and fairly reflects pay at the relevant quartiles amongst the UK employee population. Each of the three individuals was a full-time employee during the year and none received an exceptional award which would otherwise inflate their pay figures.

 

Summary of remuneration levels for employees in 2019

 

46,152 employees earned total remuneration up to £50,000

12,117 employees earned total remuneration between £50,000 and £100,000

5,218 employees earned total remuneration between £100,000 and £250,000

910 employees earned total remuneration over £250,000

 

RBS – Annual Report on Form 20-F 2019

102

 

 


 

Annual Report on Remuneration

 

 

 

 

Membership of the Group Performance and Remuneration Committee

All members of the Committee are independent non-executive directors. In order to be considered for the role of Committee Chairman, an individual must first have served on a remuneration committee for at least 12 months.

 

During 2019, Robert Gillespie was Chairman of the Committee and Alison Davis, Mike Rogers, Mark Seligman and Frank Dangeard were members. The Committee held seven scheduled meetings in 2019 and a further eight ad hoc meetings. Details of attendance can be found in the corporate governance report on page 68.

 

The role and responsibilities of the Committee

 

The Committee is responsible for:

 

·              approving the remuneration policy for all employees and reviewing the effectiveness of its implementation;

 

·              reviewing performance and making recommendations to the Board on arrangements for executive directors;

 

·              approving performance and remuneration arrangements for a defined ‘in scope’ population capturing members and attendees of the Group and NWH Executive Committees, the direct reports of the CEO and heads of key legal entities, control function heads and the Company Secretary. The Committee also approves arrangements where employees earn total compensation above £1 million; and

 

·              setting the remuneration framework and principles for employees identified as Material Risk Takers (MRTs) falling within the scope of UK regulatory requirements.

 

The remuneration policy operated as intended during the year, with adjustments made for performance where appropriate. The Committee reviews performance for senior executives and also the implementation of the remuneration policy for all employees. One of the key tasks for the Committee in 2019 was considering and engaging with shareholders on the renewal of the executive directors’ remuneration policy, with decisions shared with the Board for final approval.

 

To mitigate potential conflicts of interest, directors are not involved in decisions regarding their own remuneration and remuneration advisers are appointed by the Committee rather than management. Attendees also play an important role in advising the Committee. In order to avoid any potential conflict of interest, no attendee is present when their own remuneration is discussed. The Group Chief HR Officer may be present when discussions take place on senior executive pay, as there is considerable benefit from her participation, but is never present when specific details of her own remuneration are discussed.

 

The terms of reference of the Committee are reviewed annually and available on rbs.com.

 

Summary of the principal activity in 2019

Tasks undertaken by the Committee included reviewing and, where appropriate, approving:

 

First half of 2019

 

·              2018 performance assessments and remuneration arrangements for the Committee’s ‘in scope’ population.

 

·              2019 performance objectives for the ‘in scope’ population.

 

·              Assessments of vesting levels for LTI awards granted in 2016 and 2017.

 

·              Regulatory updates and submissions.

 

·              Fixed and variable pay spend across all RBS employees, including analysis by employee level, geography and diversity.

 

·              The renewal of the Executive Directors’ Remuneration Policy and the RBS Group-wide remuneration policy principles.

 

Second half of 2019

 

·              Half-year and year-end performance reviews for the ‘in scope’ population.

 

·              Remuneration arrangements for the departure of Ross McEwan and the appointment of Alison Rose.

 

·              The plan to engage with stakeholders on remuneration proposals.

 

·              Management’s assurance of the implementation of the RBS Group-wide remuneration policy.

 

·              Fixed pay proposals for the year ahead.

 

·              The 2019 employee Sharesave offer.

 

·              2019 variable pay proposals and the 2019 Directors’ Remuneration Report.

 

The Committee also held a ‘masterclass’ session with the SBC, which allowed both committees to gain an in-depth understanding of the Employee Value Proposition at RBS.

 

Performance evaluation

The 2019 performance evaluation was conducted internally by the Chief Governance Officer and Company Secretary. The evaluation was structured around: operating rhythm; purpose & priorities; subsidiary oversight; and culture & dynamics. Members were comfortable the Committee had been effective and were supportive of the approach taken on subsidiary governance. The connectivity with the Board and other committees was also viewed as working well.

 

The masterclass was praised as an important part of the annual cycle and it was felt to be important that the Committee continued to play an active role in reviewing the changing nature of the workforce and the impact on remuneration. Some mixed views were expressed on the length of meetings and papers. Actions arising from the evaluation will be tracked during 2020.

 

Advisers to the Committee

PricewaterhouseCoopers LLP (PwC) was first appointed as remuneration adviser by the Committee in 2010, following a review of potential advisers and the services provided. An annual review of the quality of advice and the associated level of fees was undertaken during 2019, following which the Committee agreed to retain the services of PwC. The Committee will continue to review the performance of its advisers each year.

 

PwC is a signatory to the voluntary code of conduct in relation to remuneration consulting in the UK. As well as receiving advice from PwC, the Committee took account at meetings of the views of the Chairman; the CEO; the CFO; the Group Chief HR Officer; the Director of Reward & Employment; and the Group Chief Risk Officer. The Committee also received input from the BRC, the GAC and the SBC. Input is also received from Performance and Remuneration Committees for key legal entities across RBS Group.

 

PwC provides professional services in the ordinary course of business including assurance, advisory, tax and legal advice to RBS subsidiaries. The Committee is satisfied that the advice received is independent and objective, and receives an annual statement setting out protocols that have been followed by PwC to maintain independence. There are no connections between PwC and individual directors to be disclosed.

 

Fees paid to PwC for advising the Committee are based on a fixed fee structure to cover standard services with any exceptional items charged on a time/cost basis. Fees for 2019 in relation to directors’ remuneration amounted to £194,463 excluding VAT (2018 - £128,625).

 

Statement of shareholder voting

The tables below set out the latest resolutions to approve the Directors’ Remuneration Policy and the Annual Report on Remuneration.

 

Directors’ Remuneration Policy – 2017

 

Vote

 

No of shares

 

Percentage

For

 

42,143,861,332

 

96.33%

Against

 

1,603,968,780

 

3.67%

Withheld

 

40,411,396

 

 

Annual Report on Remuneration – 2019

 

Vote

 

No of shares

 

Percentage

For

 

43,761,530,456

 

99.23%

Against

 

338,658,320

 

0.77%

Withheld

 

212,446,568

 

 

Shareholder dilution and share sourcing

The company has previously used a combination of new issue and market purchase shares to satisfy the exercise of share options and the vesting of share awards under its employee share plans. In future, the company is intending to use shares purchased by the RBS Group Employee Share Ownership Trust and any available treasury shares to satisfy obligations under such plans.

 

RBS’s employee share plans contain best practice dilution limits that govern the number of shares that may be issued to satisfy share plan awards. Such limits will continue to be monitored.

 

Robert Gillespie

Chairman of the Group Performance and Remuneration Committee

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

103

 

 


 

Other Remuneration Disclosures

 

 

 

 

This section contains a number of disclosures which are required in accordance with Article 450 of the Capital Requirements Regulation, the Basel Committee on Banking Supervision Pillar 3 disclosure requirements and the EBA guidelines on sound remuneration policies. This section should be read in conjunction with the Directors’ Remuneration Report starting on page 81.

 

Remuneration policy for all employees

The remuneration policy supports the business strategy and is designed to promote the long-term success of RBS. It aims to reward employees for delivering good performance provided this is achieved in a manner consistent with RBS values and within acceptable risk parameters. The remuneration policy applies the same principles to all employees, including MRTs, with some minor adjustments to the policy where necessary to comply with local regulatory requirements. The key elements of the policy are set out below.

 

Base salary

The purpose is to provide a competitive level of fixed cash remuneration.

 

Operation

Base salaries are reviewed annually and should reflect the talents, skills and competencies that the individual brings to the business.

 

Role-based allowance

The purpose is to provide fixed pay that reflects the skills and experience required for the role.

 

Operation

Role-based allowances are fixed allowances which form an element of the employee’s overall fixed remuneration for regulatory purposes and are based on the role the individual performs.

 

They are delivered in cash and/or shares depending on the level of the allowance and the seniority of the recipient. Shares are subject to an appropriate retention period, not less than six months.

 

Benefits and pension

The purpose is to provide a range of flexible and competitive benefits.

 

Operation

In most jurisdictions, employee benefits or a cash equivalent are provided from a flexible benefits account.

 

Pension funding forms part of fixed remuneration and RBS does not as a rule award discretionary pension benefits.

 

Annual bonus

The purpose is to support a culture where employees recognise the importance of serving customers well and are rewarded for superior performance.

 

Operation

The annual bonus pool is based on a balanced scorecard of measures including Customer, People, Financial & Business Delivery, and Risk & Control measures. Allocation from the pool depends on performance of the business area and the individual.

 

Individual performance assessment is supported by a structured performance management framework. This is designed to assess performance against longer term business requirements across a range of financial and non-financial metrics as well as an evaluation of adherence to internal controls and risk management. A balanced scorecard is used to align with the business strategy. Each individual will have defined measures of success appropriate to their role.

 

Risk and conduct performance is also taken into account. Control functions are assessed independently of the business units that they oversee, with the objectives and remuneration being set according to the priorities of the control area, not the targets of the businesses they support. The Group Chief Risk Officer and the Chief Audit Executive have the authority to escalate matters to Board level if management do not respond appropriately.

 

Independent control functions exist for key legal entities outside the ring-fence (NWM Plc and RBS International), with dual solid reporting lines into both the legal entity CEO and the RBS Group Control Function Head.

 

For awards made in respect of the 2019 performance year, immediate cash awards continue to be limited to a maximum of £2,000. In line with regulatory requirements, a significant proportion of annual bonus awards for more senior employees is deferred and includes partial delivery in shares.

 

The deferral period varies from three years for standard MRTs, rising to five years for individuals identified as Risk Manager MRTs and seven years for Senior Managers under the UK’s Senior Managers Regime. All awards are subject to malus and clawback provisions. For MRTs, a minimum of 50% of any annual bonus is delivered in shares and a twelve month retention period will apply post vesting in line with regulatory requirements.

 

During 2020, RBS will consider its approach to new remuneration requirements proposed under the fifth iteration of the Capital Requirements Directive.

 

Long-term incentive awards

The purpose is to: support a culture where good performance against a full range of measures will be rewarded; encourage the creation of value over the long-term; and align rewards with the returns to shareholders.

 

Operation

RBS provides certain employees in senior roles with long-term incentive awards. For awards made in respect of the 2019 performance year, the population receiving long-term incentive awards will be limited to executive directors and certain members of RBS Group’s senior executive committees.

 

Awards will be subject to pre-grant and pre-vest performance assessments that consider progress against Customer, People, Financial & Business Delivery, and Risk & Control measures, aligned with RBS’s strategic aims. Vesting will take place over a three to seven year period following grant.

 

The number of shares that vest under the award may vary between 0% -100% depending on the performance achieved. Awards are subject to malus and clawback provisions and a twelve month retention period applies post vesting.

 

Shareholding requirements

The requirements promote long-term alignment between senior executives and shareholders.

 

Operation

Executive directors and certain senior executives are required to build up and hold a shareholding equivalent to a percentage of salary. There is a restriction on the number of shares that individuals can sell until the requirement is met.

 

Employee share plans

The purpose is to provide an efficient way for employees to hold shares in RBS, which helps to encourage long-term thinking and provides a direct involvement in RBS’s performance.

 

Operation

Employees in certain jurisdictions are offered the opportunity to acquire shares in RBS through employee share plans. Any shares held are not subject to performance conditions.

 

RBS – Annual Report on Form 20-F 2019

104

 

 


 

Other Remuneration Disclosures

 

 

 

 

Criteria for identifying MRTs

The EBA has issued criteria for identifying MRT roles, which captures those staff whose activities have a material influence over RBS’s performance or risk profile. The criteria are both qualitative (based on the nature of the role) and quantitative (for example those who exceed the stipulated total remuneration threshold).

 

We identify MRTs for four key ‘institutions’ within the RBS Group: The Royal Bank of Scotland Group plc; NatWest Holdings Limited; NWM Plc; and The Royal Bank of Scotland International (Holdings) Limited. The MRT criteria are applied for each of these institutions, and consequently some MRTs are identified in relation to one or more of these entities.

 

The qualitative criteria can be summarised as: staff within the management body; senior management; other staff with key functional or managerial responsibilities; and staff who individually, or as part of a Committee, have authority to approve new business products or to commit to credit risk exposures and market risk transactions above certain levels. The quantitative criteria are: individuals earning 500,000 or more in the previous year; individuals in the top 0.3% of earners in the previous year; and individuals who earned more than the lowest paid identified staff per certain qualitative criteria. In addition to the qualitative and quantitative criteria, RBS has applied its own minimum standards to identify roles that are considered to have a material influence over its risk profile.

 

Personal hedging strategies

In accordance with UK regulatory requirements and internal dealing rules that apply to employees, the conditions attached to discretionary share-based awards prohibit the use of any personal hedging strategies to lessen the impact of a reduction in value of such awards. These conditions are explicitly acknowledged and accepted by employees when any share-based awards are granted.

 

Risk in the remuneration process

RBS’s approach to remuneration and related policies promotes effective risk management through a clear distinction between fixed remuneration, which reflects the role undertaken by an individual, and variable remuneration, which is directly linked and reflective of performance and can be risk-adjusted. Fixed pay is set at an appropriate level to avoid incentives that are not aligned with sound risk management, and at a level which would allow RBS to pay zero variable pay.

 

Focus on risk is achieved through clear risk input into objectives, performance reviews, the determination of variable pay pools, and incentive plan design as well as the application of malus and clawback. The Committee is supported by the BRC and the RBS Risk function.

 

A robust process is used to assess risk performance. A range of measures are considered, specifically capital, liquidity and funding risk, credit risk, market risk, pension risk, compliance & conduct risk, financial crime, operational risk, business risk and reputational risk. Consideration is also given to overall risk culture. RBS’s remuneration arrangements are in accordance with regulatory requirements and the steps we take to ensure appropriate and thorough risk adjustment are also fully disclosed and discussed with the PRA and the FCA.

 

Variable pay determination

For the 2019 performance year, RBS operated a robust multi-step process, which is control function led, to assess performance and the appropriate bonus pool by business area and function. At multiple points throughout the process, reference is made to Group-wide business performance (from both affordability and appropriateness perspectives) and the need to distinguish between go-forward and resolution activities.

 

The process considers a balanced scorecard of performance assessments at the level of each business area or function, across financial, customer and people measures. Risk and conduct assessments at the same level are then undertaken to ensure that performance achieved without appropriate consideration of risk, risk culture and conduct controls, is not inappropriately rewarded.

 

BRC reviews any material risk and conduct events and, if appropriate, an underpin may be applied to the individual business and function bonus pools or to the overall bonus pool. BRC may recommend a reduction of a bonus pool if it considers that risk and conduct performance is unacceptable or that the impact of poor risk management has yet to be fully reflected in the respective inputs.

 

Following further review against overall performance and conduct, the CEO will make a final recommendation to the Committee, informed by all the previous steps in the process and her strategic view of the business. The Committee will then make an independent decision on the final bonus pool taking all of these earlier steps into account.

 

The assessment process for LTI awards to executive directors and other recipients is founded on a balanced scorecard approach. The scorecard is aligned with the multi-step bonus pool process, reflecting a consistent risk management performance assessment.

 

Remuneration and culture

RBS continues to assess conduct and its impact on remuneration as part of the annual Group-wide bonus pool process and also via the accountability review framework. RBS has continued to simplify its approach to reward and removed incentives for employees where this could drive unintended behaviours. The Committee will continue to review workforce remuneration and the alignment of incentives and reward with culture.

 

The governance of culture is clearly laid out with specific Senior Management Function roles having clearly defined accountabilities, which is taken into account in their pay decisions. The Board and SBC also play key roles in building cultural priorities. Clear measurement frameworks are in place to measure progress.

 

Accountability review process and malus/clawback

The accountability review process was introduced in 2012 to identify any material risk management, control and general policy breach failures, and to ensure accountability for those events. This allows RBS to respond to instances where new information would change the variable pay decisions made in previous years and/or the decisions to be made in the current year.

 

Potential outcomes under the accountability review process are:

 

·              Malus - to reduce (to zero if appropriate) the amount of any unvested variable pay awards prior to payment;

 

·              Clawback - to recover awards that have already vested; and

 

·              In-year bonus reductions - to adjust variable pay that would have otherwise been awarded for the current year.

 

As part of the acceptance of variable pay awards, MRTs must agree to terms that state that malus and clawback may be applied. Any variable pay awarded to MRTs in respect of the 2014 performance year onwards is subject to clawback for seven years from the date of grant. For awards made in respect of the 2016 performance year onwards, this period can be extended to ten years for MRTs who perform a ‘senior management function’ under the Senior Managers Regime where there are outstanding internal or regulatory investigations at the end of the normal seven year clawback period.

 

Circumstances in which malus, clawback or in-year bonus reduction may apply include:

 

·              conduct which results in significant financial losses for RBS;

 

·              the individual failing to meet appropriate standards of fitness and propriety;

 

·              an individual’s misbehaviour or material error;

 

·              RBS or the individual’s business unit suffering a material failure of risk management; and

 

·              for malus and in-year bonus reduction only, circumstances where there has been a material downturn in financial performance.

 

The above list of circumstances is not exhaustive and RBS may consider any further circumstances that it deems appropriate. During 2019 a number of issues and events were considered under the accountability review framework. The outcomes covered a range of actions including reduction (to zero where appropriate) of unvested awards through malus and suspension of awards pending further investigation.

 

RBS – Annual Report on Form 20-F 2019

105

 

 


 

Other Remuneration Disclosures

 

 

 

 

Remuneration of MRTs

The quantitative disclosures below are made in accordance with regulatory requirements in relation to 754 employees who have been identified as MRTs for RBSG plc. The number of MRTs has increased from 588 last year, largely as a result of changes made to MRT identification in order to comply with ring-fencing rules, with identification taking place for four key ‘institutions’. Further detail on remuneration of MRTs identified for subsidiary institutions is included in Pillar 3 reporting, which can be found on rbs.com.

 

1. Number of MRTs by business area

 

Number of beneficiaries

 

Senior
mgmt

 

Other
MRTs

 

Total

RBSG plc EDs

 

3

 

 

3

Other RBS Group EDs

 

13

 

 

13

RBSG plc NEDs

 

 

11

 

11

Other RBS Group NEDs

 

 

32

 

32

Corporate Functions

 

6

 

86

 

92

Control Functions

 

3

 

218

 

221

NatWest Holdings

 

2

 

149

 

151

NatWest Markets

 

 

166

 

166

RBSI

 

 

65

 

65

Total

 

27

 

727

 

754

 

One individual is included in the table above as they have been identified as an MRT in relation to a role with a subsidiary entity. However, they do not receive any remuneration for this role and are not an MRT in relation to their core role with the RBS Group. Therefore no remuneration is included for this individual in the remaining tables. In addition, there are two MRTs who are contractors and are paid through third party agency via invoices. They are listed in the table above, but as these two individuals do not receive salary or bonus from RBS Group they have been excluded from the remaining tables.

 

2. Aggregate remuneration expenditure

 

Aggregate remuneration expenditure in respect of 2019 performance was as follows:

 

Aggregate remuneration

 

Senior
mgmt

 

Other
MRTs

 

Total

Number of beneficiaries

 

27

 

724

 

751

 

 

 

 

 

 

 

 

 

£m

 

£m

 

£m

RBSG plc EDs

 

9.56

 

 

9.56

Other RBS Group EDs

 

12.13

 

 

12.13

RBSG plc NEDs

 

 

2.78

 

2.78

Other RBS Group NEDs

 

 

2.49

 

2.49

Corporate Functions

 

10.10

 

43.57

 

53.67

Control Functions

 

5.89

 

66.84

 

72.73

NatWest Holdings

 

3.44

 

50.37

 

53.81

NatWest Markets

 

 

110.30

 

110.30

RBSI

 

 

9.74

 

9.74

Total

 

41.12

 

286.09

 

327.21

 

Definitions for tables

RBSG plc EDs

Executive directors of RBSG plc

Other RBS Group EDs

Executive directors of subsidiaries within the RBS Group

RBSG plc NEDs

Non-executive directors of RBSG plc

Other RBS Group NEDs

Non-executive directors of subsidiaries within the RBS Group

 

3. Amounts and form of fixed and variable remuneration

Fixed remuneration consisted of salaries, allowances, pension and benefit funding.

 

Fixed remuneration

 

Senior
mgmt

 

Other
MRTs

 

Total

Number of beneficiaries

 

27

 

724

 

751

 

 

 

 

 

 

 

 

 

£m

 

£m

 

£m

RBSG plc EDs

 

5.86

 

 

5.86

Other RBS Group EDs

 

8.16

 

 

8.16

RBSG plc NEDs

 

 

2.78

 

2.78

Other RBS Group NEDs

 

 

2.49

 

2.49

Corporate Functions

 

6.89

 

29.39

 

36.28

Control Functions

 

3.44

 

47.76

 

51.20

NatWest Holdings

 

2.04

 

34.58

 

36.62

NatWest Markets

 

 

78.48

 

78.48

RBSI

 

 

7.29

 

7.29

Total

 

26.39

 

202.77

 

229.16

 

Variable remuneration awarded for 2019 performance

Variable remuneration consisted of a combination of annual bonus and long-term incentive awards, deferred over a three to seven year period in accordance with regulatory requirements. Under the RBS bonus deferral structure, immediate cash awards are limited to £2,000 per employee.

Long-term incentive awards vest subject to the extent to which performance conditions are met and can result in zero payment.

 

Annual bonus

 

Senior
mgmt

 

Other
MRTs

 

Total

Number of beneficiaries

 

14

 

596

 

610

 

 

 

 

 

 

 

 

 

£m

 

£m

 

£m

RBSG plc EDs

 

 

 

 

 

 

 

 

 

 

Other RBS Group EDs

 

 

 

 

 

 

Cash remuneration

 

0.02

 

 

0.02

Deferred bonds

 

0.46

 

 

0.46

Deferred shares

 

2.09

 

 

2.09

 

 

2.57

 

 

2.57

 

 

 

 

 

 

 

RBSG plc NEDs

 

 

 

Other RBS Group NEDs

 

 

 

 

 

 

 

 

 

 

Corporate Functions

 

 

 

 

 

 

Cash remuneration

 

0.00

 

0.16

 

0.16

Deferred bonds

 

0.12

 

3.57

 

3.69

Deferred shares

 

0.99

 

10.45

 

11.44

 

 

1.11

 

14.18

 

15.29

Control Functions

 

 

 

 

 

 

Cash remuneration

 

 

0.40

 

0.40

Deferred bonds

 

 

7.98

 

7.98

Deferred shares

 

 

10.71

 

10.71

 

 

 

 

19.09

 

19.09

NatWest Holdings

 

 

 

 

 

 

Cash remuneration

 

0.01

 

0.25

 

0.26

Deferred bonds

 

0.06

 

4.80

 

4.86

Deferred shares

 

0.34

 

10.73

 

11.07

 

 

0.41

 

15.78

 

16.19

NatWest Markets

 

 

 

 

 

 

Cash remuneration

 

 

0.27

 

0.27

Deferred bonds

 

 

6.50

 

6.50

Deferred shares

 

 

25.05

 

25.05

 

 

 

31.82

 

31.82

RBSI

 

 

 

 

 

 

Cash remuneration

 

 

0.11

 

0.11

Deferred bonds

 

 

1.52

 

1.52

Deferred shares

 

 

0.82

 

0.82

 

 

 

2.45

 

2.45

Total

 

4.08

 

83.32

 

87.40

 

Long-term incentives

 

Senior
mgmt

 

Other
MRTs

 

Total

Number of beneficiaries

 

12

 

 

12

 

 

 

 

 

 

 

 

 

£m

 

£m

 

£m

RBSG plc EDs

 

3.70

 

 

3.70

Other RBS Group EDs

 

1.40

 

 

1.40

RBSG plc NEDs

 

 

 

Other RBS Group NEDs

 

 

 

Corporate Functions

 

2.10

 

 

2.10

Control Functions

 

2.45

 

 

2.45

NatWest Holdings

 

1.00

 

 

1.00

NatWest Markets

 

 

 

RBSI

 

 

 

Total

 

10.65

 

 

10.65

 

4. Outstanding deferred remuneration through 2019

The table below includes deferred remuneration awarded or paid out in 2019 in respect of prior performance years. Deferred remuneration reduced during the year relates to long-term incentives lapsed when performance conditions are not met, long-term incentives and deferred awards forfeited on leaving and malus adjustments of prior year deferred awards and long-term incentives.

 

Category of deferred
remuneration

 

Senior
mgmt
£m

 

Other
MRTs
£m

 

Total
£m

Unvested from prior year

 

40.18

 

140.40

 

180.58

Awarded during year

 

12.48

 

109.77

 

122.25

Paid out (retained)

 

0.18

 

12.74

 

12.92

Paid out (released)

 

2.62

 

85.24

 

87.86

Reduced from prior years

 

8.36

 

12.92

 

21.28

Unvested at year end

 

41.49

 

139.28

 

180.77

 

5. Guaranteed Awards (including ‘Sign-on’ awards) and Severance Payments

RBS does not offer ‘Sign-on awards’. Guaranteed awards may only be granted to new hires in exceptional circumstances in compensation for awards foregone in their previous company and are limited to the first year of service. One new hire guarantee was made to an MRT for £100,000 in respect of the 2019 performance year.

 

Severance payments and / or arrangements can be made to employees who leave RBS in certain situations, including redundancy. Such payments are calculated by a pre-determined formula set out within the relevant social plans, policies, agreements or local laws. Where local laws permit, there is a cap on the maximum amount that can be awarded.

 

No severance payments were made to MRTs during the year in excess of contractual payments, local policies, standards or statutory amounts, other than payments to two individuals of 25,000 and £180,000. None of the individuals were senior management and each payment was made in commercial settlement of potential legal proceedings related to the termination of employment. Severance payments made do not reward failure or misconduct in line with regulatory requirements.

 

Where required, remuneration is constrained within the limit of variable to fixed remuneration in accordance with EBA guidelines.

 

RBS – Annual Report on Form 20-F 2019

106

 

 


 

Other Remuneration Disclosures

 

 

 

 

6. Ratio between fixed and variable remuneration

The variable component of total remuneration for MRTs at RBS shall not exceed 100% of the fixed component. The average ratio between fixed and variable remuneration for 2019 is approximately 1 to 0.48. The majority of MRTs are based in the UK.

 

Ratio of fixed to variable

 

Senior
mgmt

 

Other
MRTs

 

Total

Number of beneficiaries

 

26

 

596

 

622

 

 

 

 

 

 

 

 

 

ratio

 

ratio

 

ratio

RBSG plc EDs

 

1:0.63

 

 

1:0.63

Other RBS Group EDs

 

1:0.49

 

 

1:0.49

RBSG plc NEDs

 

 

 

Other RBS Group NEDs

 

 

 

Corporate Functions

 

1:0.52

 

1:0.50

 

1:0.51

Control Functions

 

1:0.71

 

1:0.42

 

1:0.44

NatWest Holdings

 

1:0.69

 

1:0.51

 

1:0.52

NatWest Markets

 

 

1:0.47

 

1:0.47

RBSI

 

 

1:0.38

 

1:0.38

Consolidated

 

1:0.58

 

1:0.47

 

1:0.48

 

7. Discount Rate

Under CRD IV regulations, a notional discount is available which allows variable pay to be awarded at a level that would otherwise exceed the 1:1 ratio, provided that at least 25% of variable pay is delivered ‘in instruments’ (shares) and deferred over five years or more. The discount rate was not used for remuneration awarded in respect of the 2019 performance year.

 

Total remuneration by band for all employees earning >1 million

 

€ million

 

Number of employees
2019

€1.0 - €1.5

 

49

€1.5 - €2.0

 

10

€2.0 - €2.5

 

8

€2.5 - €3.0

 

2

€3.0 - €3.5

 

2

€3.5 - €4.0

 

1

More than €4.0

 

0

Total

 

72

 

Notes:

(1)     Total remuneration in the table above includes fixed pay, pension and benefit funding and variable pay.

(2)     Where applicable, the table is based on an average exchange rate of 1.14 to £1 for 2019.

 

Employees who earned total remuneration of over €1 million in 2019 represent just 0.1% of RBS Group employees. This number reduces to 68 employees if pension and benefit funding is excluded. These employees include those who manage major businesses and functions with responsibility for significant assets, earnings or areas of strategic activity and can be grouped as follows:

 

·     The CEOs responsible for each area and their direct reports.

 

·     Employees managing large business areas.

 

·     Income generators responsible for high levels of income including those involved in managing trading activity and supporting clients with more complex financial transactions, including financial restructuring.

 

·     Those responsible for managing balance sheet and liquidity and funding positions across the business.

 

RBS – Annual Report on Form 20-F 2019

107

 

 


 

Compliance report

 

 

 

Statement of compliance

RBS Group is committed to high standards of corporate governance, business integrity and professionalism in all its activities.

 

Throughout the year ended 31 December 2019, RBSG plc has applied the Principles and complied with all of the Provisions of the UK Corporate Governance Code issued by the Financial Reporting Council dated July 2018 (the “Code”) except in relation to:

 

·     Provision 17, in respect of the requirement that the Group Nominations and Governance Committee should ensure plans are in place for orderly succession to both the board and senior management positions and oversee the development of a diverse pipeline for succession; and

 

·     Provision 33 that the Group Performance and Remuneration Committee (“Group RemCo”) should have delegated responsibility for setting remuneration for the Chairman and executive directors.

 

In respect of Provision 17, the RBSG plc Board considers this is a matter of significant importance which should rightly be reserved for the full Board. Adopting this approach ensures that all directors have an opportunity to contribute to succession planning discussions for Board and senior management, in support of achieving an appropriate balance of skills, experience, knowledge and diversity at senior levels within RBS and on the Board. It also means that all directors have an opportunity to review, consider and become familiar with the next generation of executive leaders.

 

In respect of Provision 33, the RBSG plc Board also considers that this is a matter which should rightly be reserved for the Board and this is an approach the Board has adopted for a number of years. Remuneration for the executive directors is first considered by the Group RemCo which then makes recommendations to the Board for consideration. This approach allows all non-executive directors, and not just those who are members of the RemCo, to participate in decisions on the executive directors’ and the Chairman’s remuneration and also allows the executive directors to input to the decision on the Chairman’s remuneration. The Board believes this approach is very much in line with the spirit of the Code and no director is involved in decisions regarding his or her own remuneration. A copy of the Code can be found at www.frc.org.uk.

 

The Board does not anticipate any changes to its approach on these aspects of the Code.

 

Further information on how RBSG plc has applied the Principles, and complied with the Provisions, of the Code can be found in the Governance section of this Report, which includes cross-references to relevant sections of the Strategic Report and other related disclosures.

 

RBSG plc has also implemented the recommendations arising from the Walker Review and complied in all material respects with the Financial Reporting Council Guidance on Audit Committees issued in September 2012 and April 2016.

 

Under the US Sarbanes-Oxley Act of 2002, specific standards of corporate governance and business and financial disclosures and controls apply to companies with securities registered in the US. RBSG plc complies with all applicable sections of the US Sarbanes-Oxley Act of 2002, subject to a number of exceptions available to foreign private issuers.

 

Internal control

Management of RBSG is responsible for the system of internal controls that is designed to maintain effective and efficient operations, compliant with applicable laws and regulations. The system of internal controls is designed to manage, or mitigate, risk to an acceptable residual level rather than eliminate it entirely. Systems of internal control can only provide reasonable and not absolute assurance against material misstatement, fraud or loss.

 

Ongoing processes for the identification, evaluation and management of the principal risks faced by RBS operated throughout the period from 1 January 2019 to 13 February 2020, the date the directors approved the Annual Report & Accounts. These processes include the semi-annual Control Environment Certification process which requires senior members of the executive and management to assess the adequacy and effectiveness of their internal control frameworks and certify that their business or function is compliant with the requirements of Sarbanes-Oxley Section 404 and the UK Corporate Governance Code. The policies that govern these processes, and reports on internal controls arising from them, are reviewed by the Board and meet the requirements of the Financial Reporting Council’s Guidance On Risk Management Internal Control & Related Financial & Business Reporting issued in September 2014.

 

RBS operates a three lines of defence model, which provides a framework for responsibilities and accountabilities across the organisation. As part of its second line of defence role, the Risk function oversees and challenges the firm-wide management of risk and the efficacy of the related controls. In addition, the Risk function is responsible for developing material risk policies and strategic frameworks for the business to use.

 

The effectiveness of RBS’s internal controls is reviewed regularly by the Board, the Group Audit Committee and the Board Risk Committee. Internal Audit undertakes independent assurance activities and provides reports to the Board and executive management on the quality and effectiveness of governance, risk management and internal controls to monitor, manage and mitigate risks in achieving RBS’s objectives.

 

In addition, the Board receives a risk management report at each scheduled Board meeting. Executive management committees in each of the RBS businesses also receive regular reports on significant risks facing their business and how they are being controlled. Details of RBS’s approach to risk management are given in the Capital & Risk Management section.

 

Work continued throughout 2019 to strengthen the control environment and progress was made across all areas. Additionally, there was significant management focus on Brexit planning, delivery of regulatory programmes and work to enhance customer due diligence standards. While enhancements to the wider control environment were made, the journey of improvement remains a continued area of focus, particularly in ensuring the operational resilience of RBS, as well as compliance with financial crime requirements, where controls are being strengthened. RBS also continues to progress the embedding of a strong risk culture.

 

The remediation of known control issues remained an important focus of the Group Audit Committee and the Board Risk Committee during 2019. For further information on their oversight of remediation of the most significant issues, please refer to the Report of the Group Audit Committee and the Report of the Board Risk Committee. The Group Audit Committee has received confirmation that management has taken, or is taking, action to remedy significant failings or weaknesses identified through RBS’s control framework. The Group Audit Committee and the Board Risk Committee will continue to focus on such remediation activity, particularly in view of the transformation agenda.

 

While not being part of RBS’s system of internal control, RBSG plc’s independent auditors present to the Group Audit Committee reports that include details of any significant internal control deficiencies they have identified. Further, the system of internal controls is also subject to regulatory oversight in the UK and overseas. Additional details of regulatory oversight are given in the Capital & Risk Management section.

 

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for RBS.

 

RBS’s internal control over financial reporting is a component of an overall system of internal control and is designed to provide reasonable assurance regarding the preparation, reliability and fair presentation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) and includes:

 

·      Policies and procedures that relate to the maintenance of records that, in reasonable detail, fairly and accurately reflect the transactions and disposition of assets.

 

·      Controls providing reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made only as authorised by management.

 

·      Controls providing reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

 

Management has assessed the effectiveness of its internal control over financial reporting as of 31 December 2019 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 publication of ‘Internal Control - Integrated Framework’.

 

RBS – Annual Report on Form 20-F 2019

108

 

 


 

Compliance report

 

 

 

Based on its assessment, management has concluded that, as of 31 December 2019, RBS’s internal control over financial reporting is effective.

 

The effectiveness of RBS’s internal control over financial reporting as of 31 December 2019 has been audited by Ernst & Young LLP, RBS’s independent registered public accounting firm. The report of the independent registered public accounting firm to the directors of the Royal Bank of Scotland Group plc expresses an unqualified opinion on RBS’s internal control over financial reporting as of the 31 December 2019.

 

Disclosure controls and procedures

Management, including RBS’s Chief Executive and Chief Financial Officer, have conducted an evaluation of the effectiveness and design of RBS’s disclosure controls and procedures (as such term is defined in the Exchange Act Rule 13a-15(e)). Based on this evaluation, RBS’s Chief Executive and Chief Financial Officer concluded that RBS’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

 

Changes in internal control

There was no change in RBS’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, RBS’s internal control over financial reporting.

 

The New York Stock Exchange

As a foreign private issuer with American Depository Shares representing ordinary shares, preference shares and debt securities listed on the New York Stock Exchange (the “NYSE”), RBSG plc is not required to comply with all of the NYSE governance standards applicable to US domestic companies (the “NYSE Standards”) provided that it follows home country practice in lieu of the NYSE Standards and discloses any significant ways in which its corporate governance practices differ from the NYSE Standards. RBSG plc is also required to provide an Annual Written Affirmation to the NYSE of its compliance with the mandatory applicable NYSE Standards.

 

The GAC fully complies with the mandatory provisions of the NYSE Standards (including by reference to the rules of the Exchange Act) that relate to the composition, responsibilities and operation of audit committees. In January 2019 RBSG plc submitted an interim written affirmation and in March 2019 it submitted its required annual affirmation to the NYSE, both confirming RBSG plc’s full compliance with those and other applicable provisions. More detailed information about the GAC and its work during 2019 is set out in the GAC report on pages 72 to 75.

 

RBSG plc’s Board has reviewed its corporate governance arrangements and is satisfied that these are consistent with the NYSE Standards, subject to the following departures:

(i) NYSE Standards require the majority of the Board to be independent. The NYSE Standards contain different tests from the Code for determining whether a director is independent. RBSG plc follows the Code’s requirements in determining the independence of its directors and currently has 9 independent non-executive directors, one of whom is the senior independent director.

(ii) The NYSE Standards require non-management directors to hold regular sessions without management present, and that independent directors meet at least once a year. The Code requires the Chairman to hold meetings with non-executive directors without the executives present and non-executive directors are to meet without the Chairman present at least once a year to appraise the Chairman’s performance and RBSG plc complies with the requirements of the Code.

(iii) The NYSE Standards require that the nominating/corporate governance committee of a listed company be composed entirely of independent directors. The Chairman of the Board is also the Chairman of the Group Nominations and Governance Committee, which is permitted under the Code (since the Chairman was considered independent on appointment). The terms of reference of the Group Nominations and Governance Committee differ in certain limited respects from the requirements set out in the NYSE Standards, including because the Group Nominations and Governance Committee does not have responsibility for overseeing the evaluation of management.

(iv) The NYSE standards require that the compensation committee of a listed company be composed entirely of independent directors. Although the members of the RemCo are deemed independent in compliance with the provisions of the Code, the Board has not assessed the independence of the members of the RemCo and RemCo has not assessed the independence of any compensation consultant, legal counsel or other adviser, in each case, in accordance with the independence tests prescribed by the NYSE Standards. The NYSE Standards require that the compensation committee must have direct responsibility to review and approve the CEO’s remuneration. As stated at the start of this Compliance Report, in the case of RBSG plc, the Board rather than the RemCo reserves the authority to make the final determination of the remuneration of the CEO.

(v) The NYSE Standards require listed companies to adopt and disclose corporate governance guidelines. Throughout the year ended 31 December 2018, RBSG plc has complied with all of the provisions of the Code (subject to the exception described above) and the Code does not require RBSG plc to disclose the full range of corporate governance guidelines with which it complies.

(vi) The NYSE Standards require listed companies to adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. RBSG plc has adopted a code of conduct which is supplemented by a number of key policies and guidance dealing with matters including, among others, anti-bribery and corruption, anti-money laundering, sanctions, confidentiality, inside information, health, safety and environment, conflicts of interest, market conduct and management records. This code of conduct applies to all officers and employees and is fully aligned to the PRA and FCA Conduct Rules which apply to all directors. The Code of Conduct is available to view on RBS’s website at rbs.com.

 

This Compliance report forms part of the Corporate governance report and the Report of the directors.

 

RBS – Annual Report on Form 20-F 2019

109

 

 


 

Report of the directors

 

 

 

The directors present their report together with the audited accounts for the year ended 31 December 2019.

 

Other information incorporated into this report by reference can be found at:

 

 

 

Page/Note

Strategic Report

 

3

Our Colleagues

 

33

Climate-related financial disclosures

 

38

Governance at a glance

 

46

Board engagement with stakeholders and section 172 statement

 

47

Business review

 

50

Board of directors and secretary

 

64

Corporate governance

 

66

Segmental analysis

 

Note 4

Share Capital and other equity

 

Note 21

Post balance sheet events

 

Note 33

Risk factors

 

286

 

RBS Group structure

During 2018 in preparation for ring-fencing a number of changes were made to the RBS Group structure. Following these changes the company owns three main subsidiaries, NatWest Holdings Limited (the parent of the ring-fenced group which includes National Westminster Bank Plc, The Royal Bank of Scotland plc and Ulster Bank Ireland DAC), NatWest Markets Plc (the investment bank and the parent of NatWest Markets N.V.) and The Royal Bank of Scotland International (Holdings) Limited (the parent of The Royal Bank of Scotland International Limited).

 

Further details of the principal subsidiary undertakings are shown in Note 6 and a full list of subsidiary undertakings and overseas branches is shown in Note 10 of the parent company accounts.

 

Following placing and open offers in December 2008 and in April 2009, HM Treasury (HMT) owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, the company issued a further £25.5 billion of new capital to HMT in the form of B shares. HMT sold 630 million of its holding of the company’s ordinary shares in August 2015. In October 2015 HMT converted its entire holding of 51 billion B shares into 5.1 billion new ordinary shares of £1 each in the company. HMT sold a further 925 million of its holding of the company’s ordinary shares in June 2018.

 

At 31 December 2019, HMT’s holding in the company’s ordinary shares was 62.1%.

 

NatWest Markets N.V.

NatWest Markets N.V. (NWM N.V.), RBS Group’s banking entity in the Netherlands, began transacting new business on 25 March 2019 to ensure continuity of service to European Economic Area (EEA) customers following the UK’s exit from the European Union (EU). NWM N.V. Group was acquired by NWM Plc, and became a part of NWM Group, with effect from 29 November 2019.

 

Activities

RBS is engaged principally in providing a wide range of banking and other financial services. Further details of the organisational structure and business overview of RBS, including the products and services provided by each of its operating segments and the markets in which they operate are contained in the Business review. Details of the strategy for delivering the company’s objectives can be found in the Strategic Report.

 

Results and dividends

UK company law provides that dividends can only be paid if a company has sufficient distributable profits available to cover the dividend. A company’s distributable profits are its accumulated, realised profits not previously distributed or capitalised, less its accumulated, realised losses not previously written off in a reduction or re-organisation of capital.

 

The profit attributable to the ordinary shareholders of RBSG plc for the year ended 31 December 2019 amounted to £3,133 million compared with a profit of £1,622 million for the year ended 31 December 2018, as set out in the consolidated income statement on page 198.

 

In 2019 RBSG plc announced and paid an interim dividend of £241 million, or 2.0p per ordinary share (2018 - £241 million, or 2.0p per ordinary share) and a special dividend of £1,449 million, or 12.0p per ordinary share (2018 – nil). In addition, the company announced that the directors have recommended a final dividend of £364 million, or 3.0p per ordinary share (2018 – £422 million, or 3.5p per ordinary share), and a further special dividend of £606 million, or 5.0p per ordinary share (2018 – £904 million, or 7.5p per ordinary share).

 

The final and special dividends recommended by directors are subject to shareholders’ approval at the Annual General Meeting on 29 April 2020. If approved, payment will be made on 4 May 2020 to shareholders on the register at the close of business on 27 March 2020. The ex-dividend date will be 26 March 2020.

 

Subject to above mentioned condition, the payment of interim dividends on ordinary shares is at the discretion of the Board.

 

Going concern

RBS’s business activities and financial position, the factors likely to affect its future development and performance and its objectives and policies in managing the financial risks to which it is exposed and its capital are discussed in the Business review. The risk factors which could materially affect RBS’s future results are set out on pages 286 to 300. RBS’s regulatory capital resources and significant developments in 2019 and anticipated future developments are detailed in the Capital, liquidity and funding section on pages 122 to 133. This section also describes RBS’s funding and liquidity profile, including changes in key metrics and the build up of liquidity reserves.

 

Having reviewed RBS’s forecasts, projections and other relevant evidence, the directors have a reasonable expectation that RBS and the company will continue in operational existence for the foreseeable future. Accordingly, the financial statements of RBS and of the company have been prepared on a going concern basis.

 

UK Finance disclosure code

RBSG plc’s 2019 financial statements have been prepared in compliance with the principles set out in the Code for Financial Reporting Disclosure published by the British Bankers’ Association in 2010 and adopted by UK Finance. The Code sets out five disclosure principles together with supporting guidance. The principles are that RBS and other major UK banks will provide high quality, meaningful and decision-useful disclosures; review and enhance their financial instrument disclosures for key areas of interest to market participants; assess the applicability and relevance of good practice recommendations to their disclosures, acknowledging the importance of such guidance; seek to enhance the comparability of financial statement disclosures across the UK banking sector; and clearly differentiate in their annual reports between information that is audited and information that is unaudited.

 

Enhanced Disclosure Task Force (EDTF) and Disclosures on Expected Credit Losses (DECL) Taskforce recommendations

The EDTF, established by the Financial Stability Board, published its report ‘Enhancing the Risk Disclosures of Banks’ in October 2012, with an update in November 2015 covering IFRS 9 expected credit losses (ECL). The DECL Taskforce, jointly established by the Financial Conduct Authority, Financial Reporting Council and the Prudential Regulatory Authority, published its phase 2 report recommendations in December 2019. RBSG plc’s 2019 Annual Report and Accounts and Pillar 3 Report reflect EDTF and have regard to DECL Taskforce recommendations.

 

Authority to repurchase shares

At the Annual General Meeting in 2019 shareholders authorised the company to make market purchases of up to 1,208,998,976 ordinary shares. The directors have not exercised this authority to date. Shareholders will be asked to renew this authorisation at the Annual General Meeting in 2020.

 

On 6 February 2019 RBSG plc held a General Meeting and shareholders approved a special resolution to give authority for RBSG plc to make off-market purchases of up to 4.99 per cent of the company’s ordinary share capital in issuance from HM Treasury (or its nominee) at such times as the Directors may determine is appropriate. Full details of the proposal are set out in the Circular and Notice of General Meeting available on www.rbs.com. This authority was renewed at the 2019 Annual General Meeting and Shareholders will be asked to renew this

 

RBS – Annual Report on Form 20-F 2019

110

 

 


 

Report of the directors

 

 

 

authorisation at the Annual General Meeting in 2020.

 

Additional information

Where not provided elsewhere in the Report of the directors, the following additional information is required to be disclosed by Part 6 of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

 

The rights and obligations attached to the company’s ordinary shares and preference shares are set out in our Articles of Association, copies of which can be obtained from Companies House in the UK or can be found at rbs.com/about/board-and-governance. Non-cumulative preference share details are set out in Note 21 of the consolidated accounts.

 

The cumulative preference shares represent less than 0.008% of the total voting rights of the company, the remainder being represented by the ordinary shares.

 

On a show of hands at a General Meeting of the company, every holder of ordinary shares and cumulative preference shares, present in person or by proxy and entitled to vote, shall have one vote. On a poll, every holder of ordinary shares or cumulative preference shares present in person or by proxy and entitled to vote, shall have four votes for every share held. The notices of Annual General Meetings and General Meetings specify the deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the meeting.

 

There are no restrictions on the transfer of ordinary shares in the company other than certain restrictions which may from time to time be imposed by laws and regulations (for example, insider trading laws). At the 2018 Annual General Meeting, shareholders gave authority to directors to offer a scrip dividend alternative on any dividend paid up to the conclusion of the Annual General Meeting in 2021. Pursuant to the UK Listing Rules, certain employees of the company require the approval of the company to deal in the company’s shares.

 

The rules governing the powers of directors, including in relation to issuing or buying back shares and their appointment, are set out in our Articles of Association. It will be proposed at the 2020 Annual General Meeting that the directors’ authorities to allot shares under the Companies Act 2006 (the “Companies Act”) be renewed. The Articles of Association may only be amended by a special resolution at a general meeting of shareholders. A special resolution seeking authority to amend the company’s articles is being put to shareholders at the 2020 AGM.

 

The company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. There are no persons holding securities carrying special rights with regard to control of the company. A number of the company’s employee share plans include restrictions on transfers of shares while shares are subject to the plans. Note 3 sets out a summary of the plans.

 

Under the rules of certain employee share plans, voting rights are exercised by the Trustees of the plan on receipt of participants’ instructions. If a participant does not submit an instruction to the Trustee no vote is registered.

 

For shares held in the company’s other Employee Share Trusts, the voting rights are exercisable by the Trustees. However, in accordance with investor protection guidelines, the Trustees abstain from voting. The Trustees would take independent advice before accepting any offer in respect of their shareholdings for the company in a takeover bid situation. The Trustees have chosen to waive their entitlement to the dividend on shares held by the Trusts. The total amount of dividends waived during the year ended 31 December 2019 was £4.8 million.

 

A change of control of the company following a takeover bid may cause a number of agreements to which the company is party to take effect, alter or terminate. All of the company’s employee share plans contain provisions relating to a change of control. In the context of the company as a whole, these agreements are not considered to be significant.

 

Directors

The names and brief biographical details of the current directors are shown on pages 64 and 65.

 

Howard Davies, Frank Dangeard, Alison Davis, Morten Friis, Patrick Flynn, Robert Gillespie, Katie Murray, Baroness Noakes, Mike Rogers, Mark Seligman and Lena Wilson all served throughout the year and to the date of signing of the financial statements.

 

Alison Rose was appointed on 1 November 2019.

 

Brendan Nelson resigned from the Board on 25 April 2019. Ross McEwan resigned from the Board on 31 October 2019.

 

All directors of the company are required to stand for election or re-election annually by shareholders at the Annual General Meeting and, in accordance with the UK Listing Rules, the election or re-election of independent directors requires approval by all shareholders and also by independent shareholders.

 

Directors’ interests

The interests of the directors in the shares of the company at 31 December 2019 are shown on page 100. None of the directors held an interest in the loan capital of the company or in the shares or loan capital of any of the subsidiary undertakings of the company, during the period from 1 January 2019 to 13 February 2020.

 

Directors’ indemnities

In terms of section 236 of the Companies Act, Qualifying Third Party Indemnity Provisions have been issued by the company to its directors, members of the RBS Group and NWH Executive Committees, individuals authorised by the PRA/FCA, certain directors and/or officers of RBS subsidiaries and all trustees of RBS pension schemes.

 

Controlling shareholder

In accordance with the UK Listing Rules, the company has entered into an agreement with HM Treasury (the ‘Controlling Shareholder’) which is intended to ensure that the Controlling Shareholder complies with the independence provisions set out in the UK Listing Rules. The company has complied with the independence provisions in the relationship agreement and as far as the company is aware the independence and procurement provisions in the relationship agreement have been complied with in the period by the controlling shareholder.

 

Shareholdings

The table below shows shareholders that have notified RBS that they hold more than 3% of the total voting rights of the company at 31 December 2019.

 

Solicitor For The
Affairs of Her
Majesty’s Treasury
as Nominee for
Her Majesty’s
Treasury

 

Number of
shares

(millions)

 

% of share
class held

 

% of total
voting rights
held

 

 

 

 

 

 

 

Ordinary shares

 

7,509

 

62.1

 

62.1

 

As at 13 February 2020, there were no changes to the shareholdings shown in the table above.

 

Listing Rule 9.8.4

The information to be disclosed in the Annual Report on Form 20-F under LR 9.8.4, is set out in this Directors’ report with the exception of details of contracts of significance under LR 9.8.4 (10) and (11) given in Additional Information on page 301.

 

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Report of the directors

 

 

 

Political donations

At the Annual General Meeting in 2019, shareholders gave authority under Part 14 of the Companies Act 2006, for a period of one year, for the company (and its subsidiaries) to make political donations and incur political expenditure up to a maximum aggregate sum of £100,000. This authorisation was taken as a precaution only, as the company has a longstanding policy of not making political donations or incurring political expenditure within the ordinary meaning of those words. During 2019, RBS made no political donations, nor incurred any political expenditure in the UK or EU and it is not proposed that RBS’s longstanding policy of not making contributions to any political party be changed. Shareholders will be asked to renew this authorisation at the Annual General Meeting in 2020.

 

Directors’ disclosure to auditors

Each of the directors at the date of approval of this report confirms that:

(a) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

(b) the director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act.

 

Auditors

Ernst & Young LLP (EY LLP) are the auditors and have indicated their willingness to continue in office. A resolution to re-appoint EY LLP as the company’s auditors will be proposed at the forthcoming Annual General Meeting.

 

By order of the Board

 

 

 

 

 

Jan Cargill

Company Secretary

13 February 2020

 

The Royal Bank of Scotland Group plc

is registered in Scotland No. SC45551

 

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Statement of directors’ responsibilities

 

 

 

This statement should be read in conjunction with the responsibilities of the auditor set out in their report on pages 193 to 197.

 

The directors are responsible for the preparation of the Annual Report on Form 20-F. The directors are required by Article 4 of the IAS Regulation (European Commission Regulation No 1606/2002) to prepare Group accounts, and as permitted by the Companies Act 2006 have elected to prepare company accounts, for each financial year in accordance with International Financial Reporting Standards as adopted by the European Union. They are responsible for preparing accounts that present fairly the financial position, financial performance and cash flows of RBS Group and the company. In preparing those accounts, the directors are required to:

 

·          select suitable accounting policies and then apply them consistently;

 

·          make judgements and estimates that are reasonable and prudent; and

 

·          state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of RBS Group and to enable them to ensure that the Annual Report on Form 20-F complies with the Companies Act 2006. They are also responsible for safeguarding the assets of RBS Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors confirm that to the best of their knowledge:

 

·   the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

 

·   the Strategic Report and Directors’ report (incorporating the Business review) include a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

In addition, the directors are of the opinion that the Annual Report on Form 20-F, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

 

By order of the Board

 

 

 

 

 

 

 

Howard Davies

Alison Rose-Slade

Katie Murray

Chairman

Group Chief Executive Officer

Group Chief Financial Officer

 

13 February 2020

 

Board of directors

Chairman

Executive directors

Non-executive directors

Howard Davies

Alison Rose

Katie Murray

Frank Dangeard

Alison Davis

Patrick Flynn

Morten Friis

Robert Gillespie

Baroness Noakes

Mike Rogers

Mark Seligman

Lena Wilson

 

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Capital and risk management

 

 

 

 

 

Page

Presentation of information

 

114

Risk management framework

 

 

Introduction

 

114

Risk culture

 

114

Risk governance

 

115

Risk appetite

 

117

Risk controls and limits

 

117

Risk identification and measurement

 

117

Risk treatment and mitigation

 

118

Risk testing and monitoring

 

118

Stress testing

 

118

Capital, liquidity and funding risk

 

 

Definitions, sources and key developments

 

122

Capital, liquidity and funding management

 

123

Minimum requirements

 

124

Measurement

 

125

Credit risk

 

 

Definition, sources and key developments

 

134

Risk governance, appetite and controls

 

134

Risk identification, measurement and models

 

134

Risk mitigation, assessment and monitoring

 

135

Problem debt management and forbearance

 

135

Economic loss drivers

 

138

Credit risk modelling

 

141

Banking activities

 

144

Trading activities

 

172

Market risk

 

 

Non-traded market risk

 

176

Traded market risk

 

182

Market risk – other disclosures

 

185

Pension risk

 

187

Compliance & conduct risk

 

187

Financial crime risk

 

188

Climate-related financial risk

 

188

Operational risk

 

189

Model risk

 

191

Reputational risk

 

191

 

Presentation of information

Where indicated in the section headers, information in the Capital and risk management section (pages 114 to 191) is within the scope of the report of independent registered public accounting firm. Where a main section header, presented in bold, is marked as audited, all subsequent sub sections are also audited, the end of the audited section is marked by D.

 

Risk management framework

Introduction

RBS operates an integrated risk management framework, which is centred around the embedding of a strong risk culture. The framework ensures the tools and capability are in place to facilitate risk management and decision-making across the organisation.

 

Risk appetite, supported by a robust set of principles, policies and practices, defines the levels of tolerance for a variety of risks and provides a structured approach to risk-taking within agreed boundaries.

 

All RBS colleagues share ownership of the way risk is managed, working together to make sure business activities and policies are consistent with risk appetite.

 

The methodology for setting, governing and embedding risk appetite is being further enhanced with the aim of revising current risk appetite processes and increasing alignment with strategic planning and external threat assessments.

 

During 2019, a number of enhancements to the risk management framework were developed in advance of full implementation of a new enterprise-wide risk management framework beginning in 2020. There was a significant management focus on the new framework, including enhancements to appetite, the three lines of defence model and the governance of certain risk types. These were presented to the senior risk governance committees and the RBSG plc Board, resulting in final approval of the new framework in December 2019.

 

Risk culture

Risk culture is at the centre of both the risk management framework and risk management practice. RBS’s risk culture target is to make risk part of the way employees work and think.

 

A focus on leaders as role models and action to build clarity, develop capability and motivate employees to reach the required standards of behaviour are key to achieving the risk culture target. Colleagues are expected to:

 

·          Take personal responsibility for understanding and proactively managing the risks associated with individual roles.

 

·          Respect risk management and the part it plays in daily work.

 

·          Understand the risks associated with individual roles.

 

·          Align decision-making to RBS’s risk appetite.

 

·          Consider risk in all actions and decisions.

 

·          Escalate risks and issues early; taking action to mitigate risks and learning from mistakes and near-misses.

 

·          Challenge others’ attitudes, ideas and actions.

 

·          Report and communicate risks transparently.

 

The target risk culture behaviours are embedded in Our Standards and are clearly aligned to the core values of “serving customers”, “working together”, “doing the right thing” and “thinking long term”. These act as an effective basis for a strong risk culture because Our Standards are used for performance management, recruitment and development.

 

Training

A wide range of learning, both technical and behavioural, is offered across the risk disciplines. This training can be mandatory, role-specific or for personal development and enables colleagues to develop the capabilities and confidence to manage risk effectively.

 

Code of Conduct

RBS’s Code of Conduct provides guidance on expected behaviour and sets out the standards of conduct that support the values. The code explains the effect of decisions that are taken and describes the principles that must be followed.

 

These principles cover conduct-related issues as well as wider business activities. They focus on desired outcomes, with practical guidelines to align the values with commercial strategy and actions. The embedding of these principles facilitates sound decision-making and a clear focus on good customer outcomes.

 

If conduct falls short of RBS’s required standards, the accountability review process is used to assess how this should be reflected in pay outcomes for those individuals concerned. The RBS remuneration policy ensures that the remuneration arrangements for all employees reflect the principles and standards prescribed by the PRA rulebook and the FCA handbook. Any employee falling short of the expected standards would also be subject to internal disciplinary policies and procedures. If appropriate, the relevant authority would be notified.

 

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Capital and risk management

 

 

 

Risk management framework continued

Risk governance

Committee structure

The diagram illustrates RBSG plc’s risk committee structure in 2019 and the main purposes of each committee.

 

 

Note:

 

(1)             Operated as a Board committee during 2019.

 

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Capital and risk management

 

 

 

Risk management framework continued

Risk management structure

The diagram illustrates RBS’s risk management structure in 2019 and key risk management responsibilities.

 

 

Notes:

(1)   The Group Chief Executive Officer also performs the NWH Chief Executive Officer role.

(2)   The NWH Risk function provides risk management services across NWH, including to the NWH Chief Risk Officer and – where agreed – to NWM and RBSI Chief Risk Officers. These services are managed, as appropriate, through service level agreements.

(3)   The NWH Risk function is independent of the NWH customer-facing franchises and support functions. Its structure is divided into three parts (Directors of Risk, Specialist Risk Directors and Chief Operating Officer) to facilitate effective management of the risks facing NWH. Risk committees in the customer businesses and key functional risk committees oversee risk exposures arising from management and business activities and focus on ensuring that these are adequately monitored and controlled. The directors of Risk, Personal Banking; Risk, Commercial & Private Banking; Risk, Services & Functions and Operational Risk; Compliance & Conduct; Financial Risk & Analytics and Restructuring as well as the Chief Operating Officer report to the NWH Chief Risk Officer. The Chief Financial Crime Officer reports to the NWH Chief Risk Officer, along with a secondary reporting line to the Group Chief Risk Officer. The Director of Risk, Ulster Bank Ireland DAC and the Director of Compliance, Ulster Bank Ireland DAC, report to the Ulster Bank Ireland DAC Chief Executive; they also have a reporting line to the NWH Chief Risk Officer.

(4)   The Chief Risk Officers for NWM and RBSI have dual reporting lines into the Group Chief Risk Officer and the respective chief executive officers of their entities. There are additional reporting lines to the NWM and RBSI Board Risk Committee chairs and a right of access to the committee.

 

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Capital and risk management

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

 

Risk management framework continued

 

Three lines of defence

 

RBS uses the industry-standard three lines of defence model to articulate accountabilities and responsibilities for managing risk. It supports the embedding of effective risk management throughout the organisation. All roles below the CEO sit within one of these three lines. The CEO ensures the efficient use of resources and the effective management of risks as stipulated in the risk management framework and is therefore considered to be outwith the three lines of defence principles.

 

First line of defence

 

The first line of defence incorporates most roles in RBS, including those in the customer-facing franchises, Technology and Services as well as support functions such as Human Resources, Legal and Finance.

 

·     The first line of defence is empowered to take risks within the constraints of the risk management framework and policies as well as the risk appetite statements and measures set by the Board.

 

·     The first line of defence is responsible for managing its direct risks. With the support of specialist functions such as Legal, HR and Technology, it is also responsible for managing its consequential risks by identifying, assessing, mitigating, monitoring and reporting risks.

 

Second line of defence

 

The second line of defence comprises the Risk function and is independent of the first line.

 

·     The second line of defence is empowered to design and maintain the risk management framework and its components. It undertakes proactive risk oversight and continuous monitoring activities to confirm that the Group engages in permissible and sustainable risk-taking activities

 

·     The second line of defence advises on, monitors, challenges, approves, escalates and reports on the risk-taking activities of the first line, ensuring that these are within the constraints of the risk management framework and policies as well as the risk appetite statements and measures set by the Board.

 

Third line of defence

 

The third line of defence is the Internal Audit function and is independent of the first and second lines.

 

·     The third line of defence is responsible for providing independent and objective assurance to the Board, its subsidiary legal entity boards and executive management on the adequacy and effectiveness of key internal controls, governance and the risk management in place to monitor, manage and mitigate the key risks to RBS and its subsidiary companies achieving their objectives.

 

·     The third line of defence executes its duties freely and objectively in accordance with the Institute of Internal Auditor’s Code of Ethics & Standards.

 

Risk appetite

 

Risk appetite defines the level and types of risk RBS is willing to accept, within risk capacity, in order to achieve strategic objectives and business plans. It links the goals and priorities to risk management in a way that guides and empowers staff to serve customers well and achieve financial targets.

 

Strategic risks are those that threaten the safety and soundness of RBS and its ability to achieve strategic objectives. For certain strategic risks, risk capacity defines the maximum level of risk RBS can assume before breaching constraints determined by regulatory capital and liquidity needs, the operational environment, and from a conduct perspective. Articulating risk capacity helps determine where risk appetite should be set, ensuring there is a buffer between internal risk appetite and RBS’s ultimate capacity to absorb losses.

 

Risk appetite framework

 

The risk appetite framework bolsters effective risk management by promoting sound risk-taking through a structured approach, within agreed boundaries. It also ensures emerging risks and risk-taking activities that would be out of appetite are identified, assessed, escalated and addressed in a timely manner.

 

To facilitate this, a detailed annual review of the framework is carried out. The review includes:

 

·     Assessing the adequacy of the framework when compared to internal and external expectations.

 

·     Ensuring the framework remains effective as a strong control environment for risk appetite.

 

·     Assessing the level of embedding of risk appetite across the organisation.

 

The Board approves the risk appetite framework annually.

 

Establishing risk appetite

 

In line with RBS’s risk appetite framework, risk appetite is communicated across RBS through risk appetite statements. The risk appetite statements provide clarity on the scale and type of activities that can be undertaken in a manner that is easily conveyed to staff.

 

Risk appetite statements consist of qualitative statements of appetite supported by risk limits and triggers that operate as a defence against excessive risk-taking. They are established at RBS-wide level for all strategic risks and material risks, and at legal entity, business, and function level for all other risks.

 

The annual process of establishing risk appetite statements is completed alongside the business and financial planning process. This ensures plans and risk appetite are appropriately aligned.

 

The Board sets risk appetite for the most material risks to help ensure RBS is well placed to meet its priorities and long-term targets even under challenging economic environments. It is the basis on which RBS remains safe and sound while implementing its strategic business objectives.

 

RBS’s risk profile is frequently reviewed and monitored and management focus is concentrated on all strategic risks, material risks and emerging risk issues. Risk profile relative to risk appetite is reported regularly to the Board and senior management.

 

Risk controls and limits

 

Risk controls and their associated limits are an integral part of the risk appetite approach and a key part of embedding risk appetite in day-to-day risk management decisions. A clear tolerance for material risk types is set in alignment with business activities.

 

RBS policies directly support the qualitative aspects of risk appetite. They ensure that appropriate controls are set and monitored.

 

Risk identification and measurement

 

Risk identification and measurement within the risk management process comprise:

 

·     Regular assessment of the overall risk profile, incorporating market developments and trends, as well as external and internal factors.

 

·     Monitoring of the risks associated with lending and credit exposures.

 

·     Assessment of trading and non-trading portfolios.

 

·     Review of potential risks in new business activities and processes.

 

·     Analysis of potential risks in any complex and unusual business transactions.

 

The financial and non-financial risks that RBS faces each day are detailed in the Risk Directory. This provides a common risk language to ensure consistent terminology is used across RBS. The Risk Directory is subject to annual review. This ensures that it continues to provide a comprehensive and meaningful list of the inherent risks within the businesses.

 

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Capital and risk management

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

 

Risk management framework continued

 

Risk treatment and mitigation

 

Risk treatment and mitigation is an important aspect of ensuring that risk profile remains within risk appetite. Risk mitigation strategies are discussed and agreed with the businesses.

 

When evaluating possible strategies, costs and benefits, residual risks (risks that are retained) and secondary risks (those that are due to risk mitigation actions) are considered. Monitoring and review processes are in place to evaluate results. Early identification, and effective management of, changes in legislation and regulation are critical to the successful mitigation of compliance and conduct risk. The effects of all changes are managed to ensure the timely achievement of compliance. Those changes assessed as having a high or medium-high impact are managed more closely. Significant and emerging risks that could affect future results and performance are reviewed and monitored. Action is taken to mitigate potential risks as and when required. Further in-depth analysis, including the stress testing of exposures relative to the risk, is also carried out.

 

Risk testing and monitoring

 

Targeted credit risk, compliance & conduct risk and financial crime risk activities are subject to testing and monitoring to confirm to both internal and external stakeholders – including the Board, senior management, the customer-facing businesses, Internal Audit and RBS’s regulators – that risk owned policies and procedures are being correctly implemented and operating adequately and effectively. Selected key controls are also reviewed. Thematic reviews and deep dives are also carried out where appropriate.

 

The adequacy and effectiveness of selected key controls owned and operated by the second line of defence are also tested (with a particular focus on credit risk controls). Selected controls within the scope of Section 404 of the US Sarbanes-Oxley Act 2002 as well as selected controls supporting risk data aggregation and reporting are also reviewed.

 

Anti-money laundering, sanctions, and anti-bribery and corruption processes and controls are also tested and monitored. This helps provide an independent understanding of the financial crime control environment, whether or not controls are adequate and effective and whether financial crime risk is appropriately identified, managed and mitigated.

 

The Risk Testing & Monitoring Forum and methodology ensures a consistent approach to all aspects of the second-line review activities. The forum also monitors and validates the annual plan and ongoing programme of reviews.

 

Stress testing

 

Stress testing – capital management

 

Stress testing is a key risk management tool and a fundamental component of RBS’s approach to capital management. It is used to quantify and evaluate the potential impact of specified changes to risk factors on the financial strength of RBS, including its capital position.

 

Stress testing includes:

 

·     Scenario testing, which examines the impact of a hypothetical future state to define changes in risk factors.

 

·     Sensitivity testing, which examines the impact of an incremental change to one or more risk factors.

 

The process for stress testing consists of four broad stages:

 

Define
scenarios

·     Identify RBS-specific vulnerabilities and risks.

·     Define and calibrate scenarios to examine risks and vulnerabilities.

·     Formal governance process to agree scenarios.

Assess impact

·     Translate scenarios into risk drivers.

·     Assess impact to current and projected P&L and balance sheet.

·     Impact assessment captures input from across RBS.

Calculate
results and
assess
implications

·     Aggregate impacts into overall results.

·     Results form part of risk management process.

·     Scenario results are used to inform RBS’s business and capital plans.

Develop and
agree
management
actions

 

·     Scenario results are analysed by subject matter experts and appropriate management actions are then developed.

·     Scenario results and management actions are reviewed and agreed by senior management through senior committees including the Executive Risk Committee, the Board Risk Committee and the Board.

 

Stress testing is used widely across RBS. The diagram below summarises areas of focus:

 

 

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Risk management framework continued

 

Specific areas that involve capital management include:

 

·     Strategic financial and capital planning by assessing the impact of sensitivities and scenarios on the capital plan and capital ratios.

 

·     Risk appetite by gaining a better understanding of the drivers of, and the underlying risks associated with, risk appetite.

 

·     Risk identification by better understanding the risks that could potentially affect RBS’s financial strength and capital position.

 

·     Risk mitigation by identifying actions to mitigate risks, or those that could be taken, in the event of adverse changes to the business or economic environment. Key risk mitigating actions are documented in RBS’s recovery plan.

 

Reverse stress testing is also carried out in order to identify circumstances that may lead to specific, defined outcomes such as business failure. Reverse stress testing allows potential vulnerabilities in the business model to be examined more fully.

 

Capital sufficiency – going concern forward-looking view

 

Going concern capital requirements are examined on a forward-looking basis – including as part of the annual budgeting process – by assessing the resilience of capital adequacy and leverage ratios under hypothetical future states. These assessments include assumptions about regulatory and accounting factors (such as IFRS 9). They are linked to economic variables and impairments and seek to demonstrate that RBS and its operating subsidiaries maintain sufficient CET1 capital. A range of future states are tested. In particular, capital requirements are assessed:

 

·     Based on a forecast of future business performance, given expectations of economic and market conditions over the forecast period.

 

·     Based on a forecast of future business performance under adverse economic and market conditions over the forecast period. Scenarios of different severity may be examined.

 

The examination of capital requirements under normal economic and adverse market conditions enables RBS to determine whether its projected business performance meets internal and regulatory capital requirements.

 

The examination of capital requirements under adverse economic and market conditions is assessed through stress testing. The results of stress tests are not only used widely across RBS but also by the regulators to set specific capital buffers. RBS takes part in stress tests run by regulatory authorities to test industry-wide vulnerabilities under crystallising global and domestic systemic risks. In 2019, RBS took part in the Bank of England stress test exercise. Details are set out on page 121.

 

Stress and peak-to-trough movements are used to help assess the amount of CET1 capital RBS needs to hold in stress conditions in accordance with the capital risk appetite framework.

 

Internal assessment of capital adequacy

 

An internal assessment of material risks is carried out annually to enable an evaluation of the amount, type and distribution of capital required to cover these risks. This is referred to as the Internal Capital Adequacy Assessment Process (ICAAP). The ICAAP consists of a point-in-time assessment of exposures and risks at the end of the financial year together with a forward-looking stress capital assessment. The ICAAP is approved by the Board and submitted to the PRA.

 

The ICAAP is used to form a view of capital adequacy separately to the minimum regulatory requirements. The ICAAP is used by the PRA to assess RBS’s specific capital requirements through the Pillar 2 framework.

 

Capital allocation

 

RBS has mechanisms to allocate capital across its legal entities and businesses. These aim to optimise the use of capital resources taking into account applicable regulatory requirements; strategic and business objectives; and risk appetite. The framework for allocating capital is approved by the Asset & Liability Management Committee.

 

Governance

 

Capital management is subject to substantial review and governance. The Board approves the capital plans, including those for key legal entities and businesses as well as the results of the stress tests relating to those capital plans.

 

Stress testing – liquidity

 

Liquidity risk monitoring and contingency planning

 

A suite of tools is used to monitor, limit and stress test the risks on the balance sheet. Limit frameworks are in place to control the level of liquidity risk, asset and liability mismatches and funding concentrations. Liquidity risks are reviewed at significant legal entity and business levels daily, with performance reported to the Asset & Liability Management Committee at least monthly. Liquidity Condition Indicators are monitored daily. This ensures any build-up of stress is detected early and the response escalated appropriately through recovery planning.

 

Internal assessment of liquidity

 

Under the liquidity risk management framework, RBS maintains the Individual Liquidity Adequacy Assessment Process. This includes assessment of net stressed liquidity outflows under a range of extreme but plausible stress scenarios detailed in the table below.

 

Type

Description

Idiosyncratic scenario

The market perceives RBS to be suffering from a severe stress event, which results in an immediate assumption of increased credit risk or concerns over solvency.

Market-wide scenario

A market stress event affecting all participants in a market through contagion, potential counterparty failure and other market risks. RBS is affected under this scenario but no more severely than any other participants with equivalent exposure.

Combined scenario

This scenario models the combined impact of an idiosyncratic and market stress occurring at once, severely affecting funding markets and the liquidity of some assets.

 

RBS uses the most severe combination of these to set the internal stress testing scenario which underpins its internal liquidity risk appetite. This complements the regulatory liquidity coverage ratio requirement.

 

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Capital and risk management

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

 

Risk management framework continued

 

Stress testing – recovery and resolution planning

 

The RBS recovery plan explains how RBS and its subsidiaries – as a consolidated group – would identify and respond to a financial stress event and restore its financial position so that it remains viable on an ongoing basis.

 

The recovery plan ensures risks that could delay the implementation of a recovery strategy are highlighted and preparations are made to minimise the impact of these risks. Preparations include:

 

·     Developing a series of recovery indicators to provide early warning of potential stress events.

 

·     Clarifying roles, responsibilities and escalation routes to minimise uncertainty or delay.

 

·     Developing a recovery playbook to provide a concise description of the actions required during recovery.

 

·     Detailing a range of options to address different stress conditions.

 

·     Appointing dedicated option owners to reduce the risk of delay and capacity concerns.

 

The plan is intended to enable RBS Group to maintain critical services and products it provides to its customers, maintain its core business lines and operate within risk appetite while restoring RBS Group’s financial condition. It is assessed for appropriateness on an ongoing basis and is updated annually. The plan is reviewed and approved by the Board prior to submission to the PRA each year. Individual recovery plans are also prepared for NatWest Holdings Limited, NatWest Markets Plc, RBS International (Holdings) Limited, Ulster Bank Ireland DAC and NatWest Markets N.V. These plans detail the recovery options, recovery indicators and escalation routes for each entity.

 

Fire drill simulations of possible recovery events are used to test the effectiveness of the RBS and individual legal entity recovery plans. The fire drills are designed to replicate possible financial stress conditions and allow senior management to rehearse the responses and decisions that may be required in an actual stress. The results and lessons learnt from the fire drills are used to enhance RBS’s approach to recovery planning.

 

Under the resolution assessment part of the PRA rulebook, RBS is required to carry out an assessment of its preparations for resolution, submit a report of the assessment to the PRA and publish a summary of this report. The initial report submission to the PRA is in Q4 2020. RBS has a programme of work in place to carry out these requirements.

 

Resolution would be implemented if RBS was assessed by the UK authorities to have failed and the appropriate regulator put it into resolution. The process of resolution is owned and implemented by the Bank of England (as the UK resolution authority). A multi-year programme is in place to further develop resolution capability in line with regulatory requirements.

 

Stress testing – market risk

 

Non-traded market risk

 

Non-traded exposures are reported to the PRA on a quarterly basis as part of the Stress Testing Data Framework. This provides the regulator with an overview of RBS’s banking book interest rate exposure. The report includes detailed product information analysed by interest rate driver and other characteristics – including accounting classification, currency and, counterparty type.

 

Scenario analysis based on hypothetical adverse scenarios is performed on non-traded exposures as part of the Bank of England and European Banking Authority stress exercises. RBS also produces an internal scenario analysis as part of its financial planning cycles.

 

Non-traded exposures are capitalised through the ICAAP. It covers gap risk, basis risk, credit spread risk, pipeline risk, structural foreign exchange risk, prepayment risk and accounting volatility risk. The ICAAP is completed with a combination of value and earnings measures. The total non-traded market risk capital requirement is determined by adding the different charges for each sub risk type. The ICAAP methodology captures at least ten years of historical volatility, produced with 99% confidence level. Methodologies are reviewed by RBS Model Risk and the results are approved by the Capital Management & Stress Testing Committee.

 

Traded market risk

 

RBS carries out daily market risk stress testing to identify vulnerabilities and potential losses in excess of, or not captured in, value-at-risk. The calculated stresses measure the impact of changes in risk factors on the fair values of the trading and fair value through other comprehensive income portfolios.

 

RBS conducts historical, macroeconomic and vulnerability-based stress testing. Historical stress testing is a measure that is used for internal management. Using the historical simulation framework employed for value-at-risk, the current portfolio is stressed using historical data since 1 January 2005. This methodology simulates the impact of the 99.9 percentile loss that would be incurred by historical risk factor movements over the period, assuming variable holding periods specific to the risk factors and the businesses.

 

Historical stress tests form part of the market risk limit framework and their results are reported daily to senior management. Macroeconomic stress tests are carried out periodically as part of the bank-wide, cross-risk capital planning process. The scenario narratives are translated into risk factor shocks using historical events and insights by economists, risk managers and the first line.

 

Market risk stress results are combined with those for other risks into the capital plan presented to the Board. The cross-risk capital planning process is conducted once a year, with a planning horizon of five years. The scenario narratives cover both regulatory scenarios and macroeconomic scenarios identified by RBS.

 

Vulnerability-based stress testing begins with the analysis of a portfolio and expresses its key vulnerabilities in terms of plausible, vulnerability scenarios under which the portfolio would suffer material losses. These scenarios can be historical, macroeconomic or forward-looking/hypothetical. Vulnerability-based stress testing is used for internal management information and is not subject to limits. The results for relevant scenarios are reported to senior management.

 

Stress testing – climate

 

RBS will be carrying out climate scenario and stress-testing analysis as part of the Bank of England’s 2021 biennial exploratory scenario. The exercise will explore three distinct climate scenarios over a 30-year horizon to test the financial system’s resilience to climate-related risks

 

RBS is also participating in the United Nations Environment Programme Finance Initiative focusing on analysis of how physical and transition risks could affect the agriculture and real estate sectors.

 

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Capital and risk management

 

 

 

 

Risk management framework continued

 

Regulatory stress testing

 

In 2019, RBS took part in the regulatory stress tests conducted by the Bank of England. The scenario was hypothetical in nature and does not represent a forecast of RBS’s future business or profitability. The results of the regulatory stress tests are carefully assessed by RBS and form part of the wider risk management of RBS.

 

 

 

Bank of England stress test

 

Scenario

·   Designed to assess the resilience of major UK banks to tail risk events. The severity of the test is related to policymakers’ assessments of risk levels across markets and regions.

 

·   The 2019 stress test examined the impact over five years of deep simultaneous recessions in the UK and global economies – including sharp falls in asset prices and a 30% depreciation in sterling, leading to a rise in inflation and a rise in bank rate. The economic scenario in the test was more severe than the global financial crisis.

Results

·   Under the 2019 Bank of England stress test, on an IFRS 9 transitional basis, the CET1 ratio reached a low point of 9.9%. This was above the hurdle rate of 7.2%.

 

·   After the impact of management actions, RBS’s low point CET1 ratio increased to 10.3%. This was significantly above the hurdle rate of 7.2%.

 

·   The transitional Tier 1 leverage ratio was projected to be 4.7% under stress, again above the leverage ratio hurdle rate of 3.56%.

 

·   The stress was based on an end-of-2018 balance sheet starting position. Since then, RBS has continued to take actions to further improve its capital position stress resilience, including the continued reduction in certain credit portfolios and the resolution of various litigation cases and regulatory investigations.

 

·   In light of the outcomes from the stress test, the Bank of England did not require RBS to submit a revised capital plan.

What does this mean?

·   The 2019 Bank of England stress test result demonstrated that the balance sheet remains in a safe and sustainable position.

 

·   On an IFRS 9 transitional basis, the reduction in the CET1 ratio from the start point to the minimum stressed ratio before the impact of strategic management actions or AT1 conversion improved from 660 basis points in 2018 to 630 basis points in 2019.

 

 

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Capital and risk management

 

 

 

 

Capital, liquidity and funding risk

 

Definitions (audited)

 

Regulatory capital consists of reserves and instruments issued that are available, have a degree of permanency and are capable of absorbing losses. A number of strict conditions set by regulators must be satisfied to be eligible as capital.

 

Capital adequacy risk is the risk that there is or will be insufficient capital and other loss-absorbing debt instruments to operate effectively including meeting minimum regulatory requirements, operating within Board approved risk appetite and supporting its strategic goals.

 

Liquidity consists of assets that can be readily converted to cash within a short timeframe at a reliable value. Liquidity risk is the risk of being unable to meet financial obligations as and when they fall due.

 

Funding consists of on-balance sheet liabilities that are used to provide cash to finance assets. Funding risk is the risk of not maintaining a diversified, stable and cost-effective funding base.

 

Liquidity and funding risks arise in a number of ways, including through the maturity transformation role that banks perform. The risks are dependent on factors such as:

 

·   Maturity profile;

 

·   Composition of sources and uses of funding;

 

·   The quality and size of the liquidity portfolio;

 

·   Wholesale market conditions; and

 

·   Depositor and investor behaviour.

 

 

Sources of risk (audited)

 

Capital

 

The eligibility of instruments and financial resources as regulatory capital is laid down by applicable regulation. Capital is categorised under two tiers (Tier 1 and Tier 2) according to the ability to absorb losses, degree of permanency and the ranking of absorbing losses on either a going or gone concern basis. There are three broad categories of capital across these two tiers:

 

·    CET1 capital. CET1 capital must be perpetual and capable of unrestricted and immediate use to cover risks or losses as soon as these occur. This includes ordinary shares issued and retained earnings.

 

·    Additional Tier 1 (AT1) capital. This is the second type of loss absorbing capital and must be capable of absorbing losses on a going concern basis. These instruments are either written down or converted into CET1 capital when the CET1 ratio falls below a pre-specified level.

 

·    Tier 2 capital. Tier 2 capital is RBS Group’s supplementary capital and provides loss absorption on a gone concern basis. Tier 2 capital absorbs losses after Tier 1 capital. It typically consists of subordinated debt securities with a minimum maturity of five years.

 

Minimum requirement for own funds and eligible liabilities (MREL)

 

In addition to capital, other specific loss-absorbing instruments, including senior notes issued by RBS Group, may be used to cover certain gone concern capital requirements which, in the EU, is referred to as MREL. Gone concern refers to the situation in which resources must be available to enable an orderly resolution, in the event that the Bank of England (BoE) deems that RBS Group has failed, or is likely to fail.

 

Liquidity

 

RBS maintains a prudent approach to the definition of liquidity resources. RBS manages its liquidity to ensure it is always available when and where required, taking into account regulatory, legal and other constraints. Following ring-fencing legislation, liquidity is no longer considered fungible across RBS Group. Principal liquidity portfolios are maintained in the UK Domestic Liquidity Sub-Group (UK DoLSub) (primarily in NatWest Bank Plc), UBI DAC, NatWest Markets Plc, RBS International Limited and NWM N.V. Some disclosures in this section where relevant are presented, on a consolidated basis, for RBS, the UK DoLSub and on a solo basis for NatWest Markets plc.

 

Liquidity resources are divided into primary and secondary liquidity as follows:

 

·    Primary liquid assets include cash and balances at central banks, Treasury bills and other high quality government and US agency bonds.

 

·    Secondary liquid assets are eligible as collateral for local central bank liquidity facilities. These assets include own-issued securitisations or whole loans that are retained on balance sheet and pre-positioned with a central bank so that they may be converted into additional sources of liquidity at very short notice.

 

Funding

 

RBS maintains a diversified set of funding sources, including customer deposits, wholesale deposits and term debt issuance. RBS also retains access to central bank funding facilities.

 

For further details on capital constituents and the regulatory framework covering capital, liquidity and funding requirements, please refer to the RBS Pillar 3 Report 2019 on page 6. For MREL refer to page 8.

 

 

Key developments in 2019

 

·    RBS continued to strengthen and de-risk its capital position; CET1 ratio remains ahead of the c14% target. The directors have recommended a final dividend of 3p per ordinary share, and a further special dividend of 5p per ordinary share, which are both subject to shareholders’ approval at the Annual General Meeting in April 2020.

 

·    RWAs reduced by £9.5 billion to £179.2 billion primarily driven by the legacy business in NatWest Markets, the impact of capital initiatives in Commercial Banking and the impact of the non-performing loan sale and improvement in credit metrics in Ulster Bank RoI.

 

·    CRR leverage ratio decreased to 5.1% (2018 – 5.4%) due to lower Tier 1 capital. UK leverage ratio decreased to 5.8% (2018 – 6.2%).

 

·    In 2019, RBSG plc issued approximately £4 billion MREL compliant senior debt bringing the total MREL senior debt issues to approximately £20 billion relative to the end state (1 January 2022) requirements of approximately £24 billion. In addition, RBSG plc also issued a £0.6bn Tier 2 subordinated note.

 

·    The liquidity portfolio increased by £1 billion in 2019 to £199 billion, with primary liquidity reducing by £3 billion to £125 billion. The reduction in primary liquidity is driven by reduced customer surplus within NatWest Holdings, dividend payments in the year and Term Funding Scheme (TFS) repayment, offset by increased net term issuance. The increase in secondary liquidity is driven primarily by repayment of TFS, resulting in the return of previously encumbered assets.

 

·    The reduction in primary liquidity resulted in lower liquidity coverage ratio (LCR) of 152% (2018 – 158%) and lower internal Stressed Outflow coverage ratio of 149% (2018 – 154%).

 

·    The net stable funding ratio is 141% (2018 – 141%) above the minimum target of 100%.

 

·    The regulatory agenda continues to evolve rapidly in the UK, Europe and internationally. RBS manages its capital, liquidity and funding to meet both current and future regulatory requirements whilst ensuring that RBS continues to serve customers well.

 

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Capital, liquidity and funding risk continued

 

Capital management

 

Capital management ensures that there is sufficient capital and other loss-absorbing instruments to operate effectively including meeting minimum regulatory requirements, operating within Board-approved risk appetite, maintaining its credit rating and supporting its strategic goals.

 

Capital management is critical in supporting the businesses and is enacted through an end-to-end framework across businesses and the legal entities. Capital is managed both on an RBS Group consolidated level, as well as at NWH Group, NatWest Markets Plc, NatWest Markets N.V. and RBS International Limited levels. In addition, NWH Group banking subsidiaries are also subject to the same principles, processes and management as RBS Group, of which it is a part. Note that although the aforementioned entities are regulated in line with Basel III principles, local implementation of the framework differs across geographies.

 

Capital planning is integrated into RBS Group’s wider annual budgeting process and is assessed and updated at least monthly. Regular returns are submitted to the PRA which include a two-year rolling forecast view. Other elements of capital management, including risk appetite and stress testing, are set out on pages 117 and 118.

 

Produce
capital
plans

 

i

·     Capital plans are produced for RBS Group, its key operating entities and its businesses over a five year planning horizon under expected and stress conditions. Stressed capital plans are produced to support internal stress testing in the ICAAP for regulatory purposes.

·     Shorter term forecasts are developed frequently in response to actual performance, changes in internal and external business environment and to manage risks and opportunities.

Assess

capital

adequacy

 

i

·     Capital plans are developed to maintain capital of sufficient quantity and quality to support RBS Group’s business, its subsidiaries and strategic plans over the planning horizon within approved risk appetite, as determined via stress testing, and minimum regulatory requirements.

·     Capital resources and capital requirements are assessed across a defined planning horizon.

·     Impact assessment captures input from across RBS Group including from businesses.

Inform

capital

actions

·     Capital planning informs potential capital actions including buy backs, redemptions, dividends and new issuance to external investors or via internal transactions.

·     Decisions on capital actions will be influenced by strategic and regulatory requirements, risk appetite, costs and prevailing market conditions.

·     As part of capital planning, RBS will monitor its portfolio of external capital securities and assess the optimal blend and most cost effective means of financing.

 

Capital planning is one of the tools that RBS Group uses to monitor and manage capital risk on a going and gone concern basis, including the risk of excessive leverage.

 

Liquidity risk management

 

RBS manages its liquidity risk taking into account regulatory, legal and other constraints to ensure sufficient liquidity is available where required to cover liquidity stresses. The principal levels at which liquidity risk is managed are:

 

·     RBS Group

 

·     NatWest Holdings Group

 

·     UK DoLSub

 

·     UBI DAC

 

·     NatWest Markets Plc

 

·     NatWest Markets Securities Inc.

 

·     RBS International Limited

 

·     NWM N.V.

 

The UK DoLSub is PRA regulated and comprises RBS’s four licensed deposit-taking UK banks: National Westminster Bank Plc (NWB Plc), The Royal Bank of Scotland plc (RBS plc), Coutts & Company and Ulster Bank Limited.

 

RBS categorises its liquidity portfolio, including its locally managed liquidity portfolios, into primary and secondary liquid assets. The size of the liquidity portfolios are determined by referencing RBS’s liquidity risk appetite. RBS retains a prudent approach to setting the composition of the liquidity portfolios, which is subject to internal policies applicable to all entities and limits over quality of counterparty, maturity mix and currency mix.

 

RBS International Limited, NWM N.V. and UBI DAC hold locally managed portfolios that comply with local regulations that may differ from PRA rules.

 

The liquidity value of the portfolio is determined by taking current market prices and applying a discount or haircut, to give a liquidity value that represents the amount of cash that can be generated by the asset.

 

Funding risk management

 

RBS manages funding risk through a comprehensive framework which measures and monitors the funding risk on the balance sheet.

 

Asset and liability types broadly match. Customer deposits provide more funding than customer loans utilise; repurchase agreements are largely covered by reverse repurchase agreements; derivative assets are broadly netted against derivative liabilities.

 

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Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

 

Minimum requirements

 

Capital adequacy ratios

 

RBS Group is subject to minimum capital requirements relative to RWAs. The table below summarises the minimum ratios of capital to RWAs that the consolidated Group is expected to meet. Different minimum capital requirements may apply to individual legal entities or sub-groups.

 

Minimum requirements

Type

CET1

Total Tier 1

Total capital

System wide

Pillar 1 minimum requirements

4.5%

6.0%

8.0%

Capital conservation buffer

2.5%

2.5%

2.5%

Countercyclical capital buffer (1)

0.8%

0.8%

0.8%

G-SIB buffer  (2)

1.0%

1.0%

1.0%

Bank specific

Pillar 2A (3)

1.9%

2.6%

3.4%

Total (excluding PRA buffer) (4)

10.7%

12.9%

15.7%

 

Notes:

 

(1)    The countercyclical capital buffer (CCyB) applied to UK designated assets is set by the Financial Policy Committee (FPC). The UK CCyB is currently 1.0% increasing to 2.0%, effective December 2020. The Republic of Ireland CCyB is currently 1.0%, following the CBI increase in July 2019. Foreign exposures may be subject to different CCyB rates depending on the rate set in those jurisdictions. Firm-specific CCyB is based on a weighted average at CCyB rates applicable to countries in which the Bank has exposures.

 

(2)    Global Systemically Important Financial Institutions (G-SIFIs), as designated by the Financial Stability Board (FSB), are subject to an additional capital buffer of between 1% and 3.5%. In November 2018 the FSB announced that RBS is no longer a G-SIB. From 1 January 2020, RBS is released from this global buffer requirement.

 

(3)    Additional capital requirements under Pillar 2A may be specified by the PRA as a ratio or as an absolute value. The table sets out an implied ratio to cover the full value of Pillar 2A requirements.

 

(4)    RBS Group may be subject to a non-disclosable PRA buffer requirement as set by the PRA. The PRA buffer consists of three components:

 

a.    A risk management and governance buffer that is set as a scalar of the Pillar 1 and Pillar 2A requirements. The scalar could extend up to 40%.

 

b.    A Group risk buffer to cover the excess capital requirements that subsidiaries or sub-groups may have in excess of their share of RBS Group.

 

c.    A buffer to cover stress risks informed by the results of the BoE concurrent stress testing results.

 

(5)    The capital conservation buffer, the countercyclical capital buffer, the G-SIB buffer and systemic risk buffer (where applicable) make up the combined buffer. If RBS Group fails to meet the combined buffer requirement, it is subject to restrictions on distributions on CET1 instruments, discretionary coupons on AT1 instruments and on payment of variable remuneration or discretionary pension benefits. These restrictions are calculated by reference to RBS Group’s Maximum Distributable Amount (MDA). Where a PRA buffer is applicable, the MDA trigger is below the PRA buffer and MDA restrictions are not automatically triggered if RBS Group fails to meet its PRA buffer. The MDA is calculated as the amount of interim or year-end profits not yet incorporated into CET1 capital multiplied by a factor ranging from 0 to 0.6 depending on the size of the CET1 shortfall against the combined buffer.

 

(6)    For more information on potential changes to regulation which may impact the RBS Group’s capital requirements, refer to the Summary of changes table in the Disclosure Framework section of the 2019 RBS Group Pillar 3 disclosure.

 

 

Leverage ratios

 

The table below summarises the minimum ratios of capital to leverage exposure under the binding PRA UK leverage framework applicable for RBS Group. The CRR2 amendments to the CRR will introduce a binding 3% Tier 1 minimum capital leverage ratio for Group, sub-groups and individual legal entities from 28 June 2021.

 

Type

CET1

Total Tier 1

Minimum ratio

2.4375%

3.2500%

Countercyclical leverage ratio buffer (1)

0.2940%

0.2940%

Additional leverage ratio buffer (2)

0.3500%

0.3500%

Total

3.0815%

3.8940%

 

Notes:

 

(1)   The countercyclical leverage ratio buffer is set at 35% of RBS Group’s CCyB. As noted above the UK CCyB is currently 1.0%, increasing to 2.0% from December 2020. Foreign exposures may be subject to different CCyB rates depending on the rate set in those jurisdictions.

 

(2)   The PRA minimum leverage ratio requirement is supplemented with a G-SII additional leverage ratio buffer of 0.35%. From 1 January 2020 RBS will be released from the global systemic buffer.

 

Liquidity and funding ratios

 

The table below summarises the minimum requirements for key liquidity and funding metrics, under the relevant legislative framework.

 

Type

Liquidity coverage ratio (LCR)

100%

Net stable funding ratio (NSFR) (1)

 

Note:

 

(1)   The CRR2 amendments to the CRR will introduce a binding NSFR requirement from 28 June 2021.

 

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Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

 

Measurement

 

Capital, risk-weighted assets and leverage: Key metrics

 

The table below sets out the key Capital and Leverage ratios. Refer to Note 25 on the consolidated accounts for a more detailed breakdown of regulatory capital.

 

2019

2018

Capital

End-point

PRA transitional

End-point

PRA transitional

CRR basis (1)

basis

CRR basis (1)

basis

£bn

£bn

£bn

£bn

CET1

29.1

29.1

30.6 

30.6 

Tier1

33.1

34.6

34.7 

36.2 

Total

38.0

40.8

41.2 

44.2 

RWAs

Credit risk

131.0

131.0

137.9 

137.9 

Counterparty credit risk

12.6

12.6

13.6 

13.6 

Market risk

13.0

13.0

14.8 

14.8 

Operational risk

22.6

22.6

22.4 

22.4 

Total RWAs

179.2

179.2

188.7 

188.7 

Capital adequacy ratios

%

%

%

%

CET1

16.2

16.2

16.2 

16.2 

Tier 1

18.5

19.3

18.4 

19.2 

Total

21.2

22.8

21.8 

23.4 

Leverage ratios

Tier 1 capital (£bn)

33.1

34.6

34.7 

36.2 

CRR leverage exposure (£bn)

643.9

643.9

644.5 

644.5 

CRR leverage ratio (%)

5.1%

5.4%

5.4%

5.6%

Average Tier 1 capital (£bn) (2)

33.8

35.3

35.7 

37.9 

Average leverage exposure (£bn) (2)

685.5

685.5

665.2 

665.2 

Average leverage ratio (%) (2)

4.9%

5.2%

5.4%

5.7%

UK leverage ratio (%)

5.8%

6.1%

6.2%

6.5%

 

Notes:

 

(1)   CRR as implemented by the Prudential Regulation Authority in the UK, with effect from 1 January 2014. All regulatory adjustments and deductions to CET1 have been applied in full for both bases.

 

(2)   Based on the daily average of on-balance sheet items and three month-end average of off-balance sheet items.

 

 

The table below analyses the movement in end-point CRR CET1, AT1 and Tier 2 capital for the year.

 

CET1

AT1

Tier 2

Total

£m

£m

£m

£m

At 1 January 2019

30,639

4,051

6,483

41,173

Profit for the year

1,442

1,442

Own credit

287

287

Share capital and reserve movements in respect of employee

  share schemes

(28)

(28)

Foreign exchange reserve

(1,935)

(1,935)

FVOCI reserves

(205)

(205)

Goodwill and intangibles deduction

(6)

(6)

Deferred tax assets

(17)

(17)

Prudential valuation adjustments

63

63

Expected loss less impairment

487

487

Capital instruments issued

566

566

Capital instruments redeemed

(890)

(890)

Net dated subordinated debt/grandfathered instruments

(1,059)

(1,059)

Foreign exchange movements

(200)

(200)

Foreseeable ordinary and special dividends

(968)

(968)

Foreseeable charges

(365)

(365)

Other movements

(340)

(340)

At 31 December 2019

29,054

4,051

4,900

38,005

 

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Capital, liquidity and funding risk continued

 

End-point basis(1)

Leverage exposure

2019

2018 

£bn

£bn

Cash and balances at central banks

77.9

88.9

Trading assets

76.7

75.1

Derivatives

150.0

133.3

Loans

399.1

377.5

Other assets

19.3

19.4

Total assets

723.0

694.2

Derivatives

  - netting and variation margin

(157.8)

(141.3)

  - potential future exposures

43.0

42.1

Securities financing transactions gross up

2.2

2.1

Undrawn commitments (analysis below)

42.5

50.3

Regulatory deductions and other adjustments

(9.0)

(2.9)

CRR Leverage exposure

643.9

644.5

Claims on central banks

(73.6)

(85.0)

UK leverage exposure (2)

570.3

559.5

 

Notes:

 

(1)   Based on end-point CRR Tier 1 leverage exposure under the CRR Delegated Act.

 

(2)   The UK leverage ratio excludes central bank claims from the leverage exposure where deposits held are denominated in the same currency and of contractual maturity that is equal or longer than that of the central bank claims.

 

Liquidity key metrics

 

The table below sets out the key liquidity and related metrics monitored by RBS.

 

2019

2018

RBS Group

UK DoLSub

RBS Group

UK DoLSub

Liquidity coverage ratio (1)

152%

145%

158%

153%

Stressed outflow coverage (2)

149%

134%

154%

147%

Net stable funding ratio (3)

141%

137%

141%

142%

 

Notes:

 

(1)   The published LCR excludes Pillar 2 add-ons. RBS calculates the LCR using its own interpretations of the EU LCR Delegated Act, which may change over time and may not be fully comparable with those of other financial institutions.

 

(2)   RBS’s stressed outflow coverage (SOC) is an internal measure calculated by reference to liquid assets as a percentage of net stressed contractual and behavioural outflows over three months under the worst of three severe stress scenarios of a market-wide stress, an idiosyncratic stress and a combination of both as per ILAAP. This assessment is performed in accordance with PRA guidance. Note that a methodology change was applied to the Stressed Outflow Coverage calculation during 2019 to incorporate surplus liquidity held across all Group entities for the RBS metric, as well as incorporate all intra-group cashflows for the UK DoLSub. This resulted in a 7% improvement in the Stressed Outflow Coverage ratio for RBS and a 5% reduction in the ratio for UK DoLSub at 31 December 2019.

 

(3)   The CRR2 amendments to the CRR will introduce a binding NSFR requirement from 28 June 2021.

 

Weighted undrawn commitments

 

The table below provides a breakdown of weighted undrawn commitments.

 

2019

2018 

£bn

£bn

Unconditionally cancellable credit cards

2.0

2.0

Other unconditionally cancellable items

3.5

7.1

Unconditionally cancellable items (1)

5.5

9.1

Undrawn commitments <1 year which may not be cancelled

1.7

1.7

Other off-balance sheet items with 20% credit conversion factor (CCF)

0.4

0.6

Items with a 20% CCF

2.1

2.3

Revolving credit risk facilities

25.8

27.1

Term loans

3.1

3.5

Mortgages

0.1

0.2

Other undrawn commitments >1 year which may not be cancelled & off-balance sheet

1.5

2.2

Items with a 50% CCF

30.5

33.0

Items with a 100% CCF

4.4

5.9

Total

42.5

50.3

 

Note:

 

(1)        Based on a 10% CCF.

 

RBS – Annual Report on Form 20-F 2019

126

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Loss-absorbing capital

The following table illustrates the components of estimated loss-absorbing capital (LAC) in RBSG plc and operating subsidiaries and includes external issuances only. The table is prepared on a transitional basis, including the benefit of regulatory capital instruments issued from operating companies, to the extent they meet MREL criteria. For further details regarding regulatory requirements in relation to MREL, refer to page 122.

 

The roll-off profile relating to senior debt and subordinated debt instruments is set out on the next page.

 

2019

2018 

Balance

Balance

Par

sheet

Regulatory

LAC

Par

sheet

Regulatory

LAC

value (1)

value

value (2)

value (3)

value (1)

value

value (2)

value (3)

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

CET1 capital (4)

29.1

29.1

29.1

29.1

30.6

30.6

30.6

30.6

Tier 1 capital: end-point CRR compliant AT1

  of which: RBSG plc (holdco)

4.0

4.0

4.0

4.0

4.0

4.0

4.0

4.0

  of which: RBSG plc operating subsidiaries (opcos)

4.0

4.0

4.0

4.0

4.0

4.0

4.0

4.0

Tier 1 capital: end-point CRR non compliant

  of which: holdco

1.4

1.6

1.4

0.5

1.4

1.6

1.4

0.5

  of which: opcos

0.1

0.1

0.1

0.1

0.1

0.1

0.1

0.1

1.5

1.7

1.5

0.6

1.5

1.7

1.5

0.6

Tier 2 capital: end-point CRR compliant

  of which: holdco

6.2

6.4

4.8

4.7

6.8

6.7

6.3

5.1

  of which: opcos

0.5

0.5

0.1

0.4

0.5

0.5

0.3

0.5

6.7

6.9

4.9

5.1

7.3

7.2

6.6

5.6

Tier 2 capital: end-point CRR non compliant

  of which: holdco

0.1

0.1

0.1

0.1

0.1

0.1

0.1

0.1

  of which: opcos

1.6

1.8

1.2

1.6

1.9

2.0

1.4

1.6

1.7

1.9

1.3

1.7

2.0

2.1

1.5

1.7

Senior unsecured debt securities issued by:

  RBSG plc holdco

18.6

19.2

19.2

16.8

16.8

15.5

  RBSG plc opcos

21.1

20.7

17.1

16.9

39.7

39.9

19.2

33.9

33.7

15.5

Total

82.7

83.5

40.8

59.7

79.3

79.3

44.2

58.0

RWAs

179.2

188.7

CRR leverage exposure

643.9

644.5

LAC as a ratio of RWAs

33.3%

30.7%

LAC as a ratio of CRR leverage exposure

9.3%

9.0%

 

Notes:

(1)       Par value reflects the nominal value of securities issued.

(2)       Regulatory capital instruments issued from operating companies are included in the transitional LAC calculation; to the extent they meet the MREL criteria.

(3)       LAC value reflects RBS’s interpretation of the Bank of England’s approach to setting a minimum requirement for own funds and eligible liabilities (MREL), published in June 2018. MREL policy and requirements remain subject to further potential development, as such RBS’s estimated position remains subject to potential change. Liabilities excluded from LAC include instruments with less than one year remaining to maturity, structured debt, operating company senior debt, and other instruments that do not meet the MREL criteria. Includes Tier 1 and Tier 2 securities prior to incentive to redeem.

(4)       Corresponding shareholders’ equity was £43.5 billion (2018 - £45.7 billion).

(5)       Regulatory amounts reported for AT1, Tier 1 and Tier 2 instruments are before grandfathering restrictions imposed by CRR.

 

RBS – Annual Report on Form 20-F 2019

127

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Roll-off profile

The following table illustrates the roll-off profile and weighted average spreads of RBS’s major wholesale funding programmes.

 

As at and

for year ended

Roll-off profile

Senior debt roll-off profile (1)

31 December 2019

H1 2020

H2 2020

2021

2022

2023 & 2024

2025 & later

RBSG plc

  - amount (£m)

19,247

2

7

8,457

10,781

  - weighted average rate spread (bps)

194

162

224

211

181

NWM Plc

  - amount (£m)

18,771

5,263

2,294

4,027

2,766

3,114

1,307

  - weighted average rate spread (bps)

82

69

82

69

85

106

108

NatWest Bank Plc

  - amount (£m)

1,517

1,296

221

  - weighted average rate spread (bps)

9

8

12

NWM N.V.

  - amount (£m)

204

102

102

  - weighted average rate spread (bps)

23

24

22

NWM S.I.

  - amount (£m)

223

4

81

138

  - weighted average rate spread (bps)

129

64

98

150

Securitisation

  - amount (£m)

1,142

1,142

  - weighted average rate spread (bps)

448

448

Covered bonds

  - amount (£m)

5,948

1,252

1,753

2,943

  - weighted average rate spread (bps)

113

26

150

129

Total notes issued - amount (£m)

47,052

7,915

4,370

4,027

2,777

14,595

13,368

Weighted average rate spread (bps)

139

53

104

69

86

172

203

Subordinated debt instruments roll-off profile (2)

RBSG plc (£m)

6,492

81

1,708

4,702

1

NWM Plc (£m)

589

96

274

147

72

NatWest Bank Plc (£m)

1,123

700

333

90

NWM N.V. (£m)

546

11

105

430

UBI DAC (£m)

73

73

Total (£m)

8,823

792

96

333

2,072

4,954

576

 

Notes:

(1)       Based on final contractual instrument maturity.

(2)       Based on first call date of instrument, however this does not indicate RBS’s strategy on capital and funding management. The table above does not include debt accounted Tier 1 instruments although those instruments form part of the total subordinated debt balance.

(3)       The weighted average spread reflects the average net funding cost to RBS and is calculated on an indicative basis.

(4)       The roll-off table is based on sterling-equivalent balance sheet values.

 

Risk-weighted assets

The table below analyses the movement in credit risk RWAs on the end-point CRR basis during the year, by key drivers.

 

Counterparty

Credit risk

credit risk

Market risk

Operational risk

Total RWAs

£bn

£bn

£bn

£bn

£bn

At 1 January 2019

137.9

13.6

14.8

22.4

188.7

Foreign exchange movement

(1.2)

(0.3)

(1.5)

Business movements

1.6

(0.8)

(1.1)

0.2

(0.1)

Risk parameter changes (1)

(0.3)

(0.3)

Methodology changes

Model updates

(1.7)

(0.7)

(2.4)

Other movements (2)

(5.3)

0.1

(5.2)

At 31 December 2019

131.0

12.6

13.0

22.6

179.2

 

Notes:

(1)       Risk parameter changes relate to changes in credit quality metrics of customers and counterparties (such as probability of default and loss given default) as well as IRB model changes relating to counterparty credit risk in line with EBA Pillar 3 Guidelines.

(2)       The movement in the Other category primarily reflected a £4.6billion reduction in credit risk reflecting the completion of the merger of Alawwal bank and SABB, a £2.0 billion reduction reflecting revision of the treatment of nostros in line with CRR requirements, partially offset by a £1.3 billion increase following the adoption of IFRS 16.

 

RBS – Annual Report on Form 20-F 2019

128

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

RWAs by segment

The table below analyses the movement in end-point CRR RWAs by segment during the year.

 

UK Personal

Ulster

Commercial

Private

NatWest

Central items

Banking

Bank RoI

Banking

Banking

RBSI

Markets

& other

Total

Total RWAs

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

At 1 January 2019

34.3

14.7

78.4

9.4

6.9

44.9

0.1

188.7

Foreign exchange movement

(0.6)

(0.4)

(0.1)

(0.2)

(0.2)

(1.5)

Business movements

2.1

(0.4)

(0.4)

0.6

0.1

(2.4)

0.3

(0.1)

Risk parameter changes (1)

1.4

(1.1)

(0.4)

(0.1)

(0.1)

(0.3)

Methodology changes

Model updates

0.4

(2.1)

(0.7)

(2.4)

Other movements (2)

(2.6)

0.1

(0.3)

(3.6)

1.2

(5.2)

At 31 December 2019

37.8

13.0

72.5

10.1

6.5

37.9

1.4

179.2

Credit risk

30.2

11.9

63.3

8.9

5.7

9.6

1.4

131.0

Counterparty credit risk

0.1

0.2

0.1

12.2

12.6

Market risk

0.1

0.1

12.8

13.0

Operational risk

7.5

1.0

8.9

1.1

0.8

3.3

22.6

Total RWAs

37.8

13.0

72.5

10.1

6.5

37.9

1.4

179.2

 

Notes:

(1)       Risk parameter changes relate to changes in credit quality metrics of customers and counterparties (such as probability of default and loss given default) as well as IRB model changes relating to counterparty credit risk in line with EBA Pillar 3 Guidelines.

(2)       The movement in the Other category primarily reflected a £4.6 billion reduction in credit risk reflecting the completion of the merger of Alawwal bank and SABB, a £2.0 billion reduction reflecting revision of the treatment of nostros in line with CRR requirements, partially offset by a £1.3 billion increase following the adoption of IFRS 16. Other also reflects transfers between segments with £1.2 billion transferring from Commercial Banking to NatWest Markets and £1.1 billion transferring from Commercial Banking to Central items & other.

 

Key points

·          RWAs decreased by £9.5 billion in 2019, with credit risk reducing by £6.9 billion, market risk by £1.8 billion and counterparty credit risk by £1.0 billion.

·          The reduction in credit risk primarily reflected: a £4.6 billion reduction due to the completion of the merger of Alawwal bank and SABB, a £2.0 billion reduction due to revision in the treatment of nostros, a £1.7 billion reduction from revisions to LGD models and decreases due to foreign exchange movements. These were offset by increases in UK Personal Banking asset size due to increased lending and a £1.3 billion increase following the adoption of IFRS 16.

·          The reduction in market risk, primarily under the internal model approach, reflected a reduction in the capital multiplier, changes in interest rate and foreign exchange risks reducing the VaR/SVaR based requirements and a reduction in eurozone bond position risks. Furthermore there was a £0.7 billion decrease due to model update improvements.

·          The counterparty credit risk decrease primarily reflected decreased exposures and the impact of foreign exchange movements. CVA also decreased, primarily reflecting the reduction in the capital multiplier.

 

Liquidity portfolio

The table below shows the liquidity portfolio by product, with primary liquidity aligned to internal stressed outflow coverage and regulatory LCR categorisation. Secondary liquidity comprises assets eligible for discount at central banks, which do not form part of the liquid asset portfolio for LCR or stressed outflow purposes.

 

Liquidity value

2019

2018 

RBS Group (1)

UK DoLSub (2)

RBS Group (1)

UK DoLSub (2)

£m

£m

£m

£m

Cash and balances at central banks

74,289

51,080

85,723

63,951

 AAA to AA- rated governments

46,622

34,585

38,179

27,603

 A+ and lower rated governments

1,277

1,587

 Government guaranteed issuers, Public sector entities and

    Government sponsored entities

251

90

254

100

 International Organisations and Multilateral development banks

2,393

1,717

2,036

1,437

LCR level 1 bonds

50,543

36,392

42,056

29,140

LCR level 1 Assets

124,832

87,472

127,779

93,091

LCR level 2 Assets

Non-LCR Eligible Assets

88

Primary liquidity

124,920

87,472

127,779

93,091

Secondary liquidity (3)

74,431

73,332

70,231

69,642

Total liquidity value

199,351

160,804

198,009

162,733

 

Notes:

(1)       RBS includes UK DoLSub, NatWest Markets Plc and other significant operating subsidiaries that hold liquidity portfolios. These include RBS International Limited, NWM N.V. and Ulster Bank Ireland DAC who hold managed portfolios that comply with local regulations that may differ from PRA rules.

(2)       UK DoLSub comprises RBS’s four licensed deposit-taking UK banks within the ring-fenced bank: National Westminster Bank Plc, The Royal Bank of Scotland plc, Coutts & Company and Ulster Bank Limited.

(3)       Comprises assets eligible for discounting at the Bank of England and other central banks.

(4)       Liquidity portfolio table approach has been aligned to the ILAAP methodology, with 2018 comparative restated.

 

RBS – Annual Report on Form 20-F 2019

129

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Funding sources (audited)

The table below shows the carrying values of the principal funding sources based on contractual maturity. Balance sheet captions include balances held at all classifications under IFRS 9.

 

2019

2018

Short-term

Long-term

Short-term

Long-term

less than

more than

less than

more than

1 year

1 year

Total

1 year

1 year

Total

£m

£m

£m

£m

£m

£m

Bank deposits

Repos

2,598

2,598

941

941

Other bank deposits (1)

6,688

11,207

17,895

6,497

15,859

22,356

9,286

11,207

20,493

7,438

15,859

23,297

Customer deposits

Repos

1,765

1,765

3,774

3,774

Non-bank financial institutions

48,759

352

49,111

46,115

149

46,264

Personal

183,124

1,210

184,334

178,087

1,499

179,586

Corporate

133,450

587

134,037

131,173

117

131,290

367,098

2,149

369,247

359,149

1,765

360,914

Trading liabilities (2)

Repos (3)

27,885

27,885

25,645

25,645

Derivative collateral

21,509

21,509

20,187

20,187

Other bank and customer deposits

710

896

1,606

1,342

446

1,788

Debt securities in issue - Medium term notes

659

1,103

1,762

56

847

903

50,763

1,999

52,762

47,230

1,293

48,523

Other financial liabilities

Customer deposits

212

212

Debt securities in issue:

  Commercial papers and certificates of deposit

4,272

6

4,278

3,157

3,157

  Medium term notes

4,592

29,262

33,854

4,872

24,749

29,621

  Covered bonds

3,051

2,897

5,948

5,367

5,367

  Securitisations

1,140

1,140

1,375

1,375

11,915

33,305

45,220

8,241

31,491

39,732

Subordinated liabilities

160

9,819

9,979

299

10,236

10,535

Total funding

439,222

58,479

497,701

422,357

60,644

483,001

Of which: available in resolution (4)

26,168

26,168

22,909

22,909

 

Notes:

(1)       Includes £10.0 billion (2018 - £14.0 billion) relating to Term Funding Scheme participation and £1.7 billion (2018 - £1.8 billion) relating to RBS’s participation in central bank financing operations under the European Central Bank’s targeted long-term financing operations.

(2)       Excludes short positions of £21.2 billion (2018 - £23.8 billion).

(3)       Comprised central & other bank repos of £6.6 billion (2018 - £5.0 billion), other financial institution repos of £19.0 billion (2018 - £20.1billion) and other corporate repos of £2.3 billion (2018 - £0.6 billion).

(4)       Eligible liabilities (as defined in the Banking Act 2009 as amended from time to time) that meet the eligibility criteria set out in the regulations, rules, policies, guidelines, or statements of the Bank of England including the Statement of Policy published by the Bank of England in June 2018. The balance consist of £19.2 billion (2018 - £16 billion) under debt securities in issue (senior MREL) and £6.9 billion (2018 - £7 billion) under subordinated liabilities.

 

RBS – Annual Report on Form 20-F 2019

130

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Contractual maturity (audited)

This table shows the residual maturity of financial instruments, based on contractual date of maturity of RBS’s banking activities, including hedging derivatives. Trading activities comprising ,mandatory fair value through profit or loss (MFVTPL) assets and held-for-trading (HFT) liabilities have been excluded from the maturity analysis due to their short-term nature and are shown in total in the table below.

 

Banking activities

Less than

6 months

More than

Trading

1 month

1-3 months

3-6 months

- 1 year

Subtotal

1-3 years

3-5 years

5 years

Total

activities

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Central bank balances

77,858

77,858

77,858

77,858

Trading assets

76,745

76,745

Derivatives

22

5

27

42

68

65

202

149,827

150,029

Settlement balances

4,387

4,387

4,387

4,387

Loans to banks

9,469

178

998

31

10,676

5

8

10,689

10,689

Loans to customers (1)

37,069

13,591

11,565

19,201

81,426

59,120

43,200

146,885

330,631

330,631

  Personal

6,155

2,566

3,545

6,645

18,911

25,609

19,247

125,360

189,127

189,127

  Corporate

24,577

4,608

4,284

7,947

41,416

27,884

21,781

20,113

111,194

111,194

  NBFI

6,337

6,417

3,736

4,609

21,099

5,627

2,172

1,412

30,310

30,310

Other financial assets

1,171

3,360

2,385

3,193

10,109

15,116

8,883

26,629

60,737

715

61,452

Total financial assets

129,976

17,129

14,948

22,430

184,483

74,283

52,159

173,579

484,504

227,287

711,791

2018

Total financial assets

140,646

11,697

11,959

22,810

187,112

67,692

52,582

164,145

471,531

209,601

681,132

2019

Bank deposits

4,192

660

545

1,291

6,688

11,169

38

17,895

17,895

Bank repos

2,213

200

5

180

2,598

2,598

2,598

Customer repos

1,765

1,765

1,765

1,765

Customer deposits

346,430

10,020

5,377

3,506

365,333

2,101

21

27

367,482

367,482

  Personal

176,129

3,382

1,586

2,027

183,124

1,210

184,334

184,334

  Corporate

127,019

3,266

2,182

983

133,450

556

4

27

134,037

134,037

  NBFI

43,282

3,372

1,609

496

48,759

335

17

49,111

49,111

Settlement balances

4,069

4,069

4,069

4,069

Trading liabilities

73,949

73,949

Derivatives

1

2

3

4

4

11

22

146,857

146,879

Other financial liabilities

577

4,157

3,361

3,820

11,915

10,455

13,112

9,738

45,220

45,220

  CPs and CDs

339

1,533

1,075

1,325

4,272

3

3

4,278

4,278

  Medium-term notes

188

2,622

1,033

749

4,592

10,452

10,212

8,598

33,854

33,854

  Covered bonds

50

2

1,253

1,746

3,051

2,897

5,948

5,948

  Securitisations

1,140

1,140

1,140

Subordinated liabilities

8

13

36

103

160

2,393

4,931

2,495

9,979

9,979

Lease liabilities

21

34

47

92

194

313

246

1,070

1,823

1,823

Other liabilities (2)

2,109

2,109

2,109

2,109

Total financial liabilities

361,384

15,085

9,373

8,992

394,834

26,435

18,352

13,341

452,962

220,806

673,768

2018

Total financial liabilities

352,276

13,065

7,512

7,535

380,388

25,603

17,116

16,867

439,974

200,969

640,943

 

Notes:

(1)       Loans to customers excludes £3.7 billion (2018 - £3.3 billion) of Impairment provisions.

(2)       Represents notes in circulation.

 

RBS – Annual Report on Form 20-F 2019

131

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Senior notes and subordinated liabilities - residual maturity profile by instrument type  (audited)

The table below shows RBS Group’s debt securities in issue and subordinated liabilities by residual maturity.

 

Trading

liabilities

Other financial liabilities

Debt securities in issue

Debt securities

Commercial

in issue

paper

Covered

Subordinated

Total notes

MTNs

and CDs

MTNs

bonds

Securitisation

liabilities

Total

in issue

2019

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

Less than 1 year

659

4,272

4,592

3,051

160

12,075

12,734

1-3 years

321

3

10,452

2,393

12,848

13,169

3-5 years

217

3

10,212

2,897

4,931

18,043

18,260

More than 5 years

565

8,598

1,140

2,495

12,233

12,798

Total

1,762

4,278

33,854

5,948

1,140

9,979

55,199

56,961

2018

Less than 1 year

56

3,157

4,872

299

8,328

8,384

1-3 years

374

6,397

3,145

450

9,992

10,366

3-5 years

92

10,536

4,534

15,070

15,162

More than 5 years

381

7,816

2,222

1,375

5,252

16,665

17,046

Total

903

3,157

29,621

5,367

1,375

10,535

50,055

50,958

The table below shows the currency breakdown.

GBP

USD

EUR

Other

Total

2019

£m 

£m 

£m 

£m 

£m 

Commercial paper and CDs

2,266

401

1,572

39

4,278

MTNs

1,573

15,287

16,445

2,311

35,616

Covered bonds

3,105

2,843

5,948

Securitisation

672

468

1,140

Subordinated liabilities

697

8,353

929

9,979

Total

8,313

24,041

22,257

2,350

56,961

2018 Total

6,743

19,867

22,893

1,455

50,958

 

 

Funding gap: maturity and segment analysis

The contractual maturity of balance sheet assets and liabilities reflects the maturity transformation role banks perform, lending long-term but mainly obtaining funding through short-term liabilities such as customer deposits. In practice, the behavioural profiles of many liabilities show greater stability and longer maturity than the contractual maturity. This is particularly true of many types of retail and corporate deposits which, despite being repayable on demand or at short notice, have demonstrated very stable characteristics even in periods of acute stress.

 

In its analysis to assess and manage asset and liability maturity gaps, RBS determines the expected customer behaviour through qualitative and quantitative techniques. These incorporate observed customer behaviours over long periods of time. This analysis is subject to governance through RBS ALCo Technical committee down to a segment level.

 

The net behavioural funding surplus/(gap) and contractual maturity analysis is set out below.

 

Contractual maturity (1)

Behavioural maturity

Loans to customers

Customer accounts

Net surplus/(gap)

Net surplus/(gap)

Less

Greater

Less

Greater

Less

Greater

Less

Greater

than

1-5

than

than

1-5

than

than

1-5

than

than

1-5

than

1 year

years

5 years

Total

1 year

years

5 years

Total

1 year

years

5 years

Total

1 year

years

5 years

Total

2019

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

UK PB

12

37

110

159

150

1

151

138

(36)

(110)

(8)

1

(9)

(8)

UB RoI

2

6

10

18

18

18

16

(6)

(10)

(1)

1

CB

38

45

19

102

135

1

136

97

(44)

(19)

34

1

45

(12)

34

Private

  Banking

5

6

4

15

28

28

23

(6)

(4)

13

(2)

5

10

13

RBSI

6

5

3

14

30

30

24

(5)

(3)

16

1

2

13

16

NWM

18

4

1

23

13

1

14

(5)

(3)

(1)

(9)

(2)

(6)

(1)

(9)

Centre

2

2

2

2

2

2

Total

81

103

147

331

376

3

379

295

(100)

(147)

48

1

36

11

48

2018

Total

80 

96 

143 

319 

366 

— 

368 

286 

(94)

(143)

49 

— 

33 

16 

49 

 

Note:

(1)       Loans to customers and customer accounts include trading assets and trading liabilities respectively and excludes reverse repos and repos.

 

Key points

·                  The net customer funding surplus has reduced by £1 billion during 2019 to £48 billion driven by £11 billion deposit growth and £12 billion loan growth.

·                  Customer deposits and customer loans are broadly matched from a behavioural perspective.

·                  The net funding surplus in 2019 is concentrated in the longer dated buckets, reflecting the stable characteristics of customer deposits and lending that is behaviourally shorter dated.

 

RBS – Annual Report on Form 20-F 2019

132

 

 

 


 

Capital and risk management

 

 

 

 

Capital, liquidity and funding risk continued

Encumbrance (audited)

RBS evaluates the extent to which assets can be financed in a secured form (encumbrance), but certain asset types lend themselves more readily to encumbrance. The typical characteristics that support encumbrance are an ability to pledge those assets to another counterparty or entity through operation of law without necessarily requiring prior notification, homogeneity, predictable and measurable cash flows, and a consistent and uniform underwriting and collection process. Retail assets including residential mortgages, credit card receivables and personal loans display many of these features.

 

RBS categorises its assets into three broad groups, those that are:

·          Already encumbered and used to support funding currently in place through own-asset securitisations, covered bonds and securities repurchase agreements.

·          Pre-positioned with central banks as part of funding schemes and those encumbered under such schemes.

·          Ring-fenced to meet regulatory requirement, where RBS has in place an operational continuity in resolution (OCIR) investment mandate wherein PRA requires critical service providers to hold segregated liquidity buffers covering at least 50% of their annual fixed overheads.

·          Not currently encumbered. In this category, RBS has in place an enablement programme which seeks to identify assets capable of being encumbered and to identify the actions to facilitate such encumbrance whilst not affecting customer relationships or servicing.

·          Programmes to manage the use of assets to actively support funding are established within UK DoLSub, UBI DAC and NatWest Markets Plc.

 

Balance sheet encumbrance (audited)

The table shows the retained encumbrance assets of RBS Group.

 

Encumbered as a result of transactions
with

Unencumbered assets not pre-positioned

counterparties other than central banks

Pre-positioned

Collateral

with central banks

Covered

 

& encumbered

ring - fenced

debts &

SFT,

assets held

to meet reg

Readily

Other

 

securitisations

derivatives

 

at central

requirement

available

available

Cannot

 

 

(1)

and similar (2)

Total (3)

banks (4)

(5)

(6)

(7)

be used (8)

Total

Total

2019

£bn

£bn

£bn

£bn

£bn

 £bn

£bn

 £bn

£bn

£bn

Cash and balances at central banks

4.3

4.3

73.6

73.6

77.9

Trading assets

51.2

51.2

0.7

0.8

24.0

25.5

76.7

Derivatives

150.0

150.0

150.0

Settlement balances

4.4

4.4

4.4

Loans to banks - amortised cost

0.5

0.5

9.7

0.2

0.3

10.2

10.7

Loans to customers - amortised cost

11.8

0.5

12.3

115.6

53.9

108.5

36.6

199.0

326.9

  - residential mortgages

      - UK

8.5

8.5

109.9

28.8

12.3

41.1

159.5

      - RoI

2.2

2.2

2.8

7.9

7.9

12.9

  - credit cards

4.0

0.5

4.5

4.5

  - personal loans

5.4

2.5

2.3

10.2

10.2

  - other

1.1

0.5

1.6

2.9

7.8

93.2

34.3

135.3

139.8

Other financial assets

9.0

9.0

2.4

48.8

0.5

0.8

50.1

61.5

Intangible assets

6.6

6.6

6.6

Other assets

1.9

6.4

8.3

8.3

Total assets

12.3

65.0

77.3

115.6

2.4

186.7

111.9

229.1

527.7

723.0

2018

Total assets

12.7 

69.6 

82.3 

117.1 

1.3

176.4 

110.2 

206.9

493.5

694.2 

 

Notes:

(1)       Covered debts and securitisations include securitisations, conduits, covered bonds and secured notes.

(2)       Repos and other secured deposits, cash, coin and nostro balance held with the Bank of England as collateral against deposits and notes in circulation are included here rather than within those positioned at the central bank as they are part of normal banking operations. Securities financing transactions (SFT) include collateral given to secure derivative liabilities.

(3)       Total assets encumbered as a result of transactions with counterparties other than central banks are those that have been pledged to provide security and are therefore not available to secure funding or to meet other collateral needs.

(4)       Assets pre-positioned at the central banks include loans provided as security as part of funding schemes and those encumbered under such schemes.

(5)       Ring-fenced to meet regulatory requirement includes assets ring fenced to meet operational continuity in resolution (OCIR) investment mandate.

(6)       Readily available for encumbrance: including assets that have been enabled for use with central banks but not pre-positioned; cash and high quality debt securities that form part of RBS’s liquidity portfolio and unencumbered debt securities.

(7)       Other assets that are capable of being encumbered are those assets on the balance sheet that are available for funding and collateral purposes but are not readily realisable in their current form. These assets include loans that could be prepositioned with central banks but have not been subject to internal and external documentation review and diligence work.

(8)       Cannot be used includes:

(a)       Derivatives, reverse repurchase agreements and trading related settlement balances.

(b)       Non-financial assets such as intangibles, prepayments and deferred tax.

(c)       Loans that cannot be pre-positioned with central banks based on criteria set by the central banks, including those relating to date of origination and level of documentation.

(d)       Non-recourse invoice financing balances and certain shipping loans whose terms and structure prohibit their use as collateral.

(9)       In accordance with market practice, RBS employs securities recognised on the balance sheet, and securities received under reverse repo transactions as collateral for repos.

RBS – Annual Report on Form 20-F 2019

133

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk

Definition (audited)

Credit risk is the risk that customers and counterparties fail to meet their contractual obligation to settle outstanding amounts.

 

Sources of risk (audited)

The principal sources of credit risk for RBS are lending, off-balance sheet products, derivatives and securities financing, and debt securities. RBS is also exposed to settlement risk through foreign exchange, trade finance and payments activities.

 

Key developments in 2019

·                  Asset quality (AQ) deteriorated slightly with 53% of the lending exposure rated AQ1-AQ4 (2018 – 54%) (equating to an indicative investment rating of BBB- or better).

·                  The overall personal portfolio increased by £10 billion, largely driven by growth of the UK mortgage portfolio.

·                  Wholesale portfolio risk appetite was tightened for certain sectors based on leading indicator information, macroeconomic uncertainty and Brexit preparedness.

·                  The overall expected credit loss (ECL) charge for the year was £696 million, up from £398 million in 2018; primarily this reflected the transitioning from a very benign period towards a more normalised external credit environment as well as the impact of a small number of large individual commercial charges. The cost of risk at 20 basis points remained below RBS’s view of a normalised blended long-term loss rate of 30 to 40 basis points.

 

Risk governance (audited)

RBS operates a Credit Risk function, which provides oversight of frontline credit risk management activities.

 

Governance activities include:

·             Defining credit risk appetite for the management of concentration risk and credit policy to establish the key causes of risk in the process of providing credit and the controls that must be in place to mitigate them.

·             Approving and monitoring credit limits.

·             Oversight of the first line of defence to ensure that credit risk remains within the appetite set by the Board and that controls are being operated adequately and effectively.

 

Risk appetite

RBS’s approach to Wholesale credit is governed by a comprehensive credit risk appetite framework. The framework is monitored and actions are taken to adapt lending criteria as appropriate. Credit risk appetite aligns to the strategic risk appetite set by the Board. The framework has been designed to reflect factors that influence the ability to operate within risk appetite. Tools such as stress testing and economic capital are used to measure credit risk volatility and develop links between the framework and risk appetite limits. The framework is supported by a suite of transaction acceptance standards that set out the risk parameters within which businesses should operate.

 

The Personal credit risk appetite framework sets limits that measure and control the quality and concentration of both existing and new business for each relevant business segment. The actual performance of each portfolio is tracked relative to these limits and management action is taken where necessary. The limits apply to a range of credit risk-related measures including expected loss at both portfolio and product level, projected credit default rates across products and the loan-to-value (LTV) ratio of the Personal mortgage portfolios.

 

For the Wholesale credit risk appetite framework, the four formal frameworks used – and their basis for classification – are detailed in the following table.

 

 

Framework

Basis for classification

Measure

Other

Single name concentration

 

Exposure

 

Risk – based on loss given default for a given probability of default

Sector

Risk – based on economic capital and other qualitative factors

Country

Risk – based on sovereign default risk, political stability and macroeconomic factors

Product and asset class

Risk – based on heightened risk characteristics

 

Risk controls

Credit policy standards are in place for both the Wholesale and Personal portfolios. They are expressed as a set of mandatory controls.

 

Risk identification and measurement (audited)

Credit stewardship

Risks are identified through relationship management and/or credit stewardship of portfolios or customers. Credit risk stewardship takes place throughout the customer relationship, beginning with the initial approval. It includes the application of credit assessment standards, credit risk mitigation and collateral, ensuring that credit documentation is complete and appropriate, carrying out regular portfolio or customer reviews and problem debt identification and management.

 

A key aspect of credit risk stewardship is monitoring signs of customer stress, and when identified, applying appropriate debt management actions.

 

Risk models

Credit risk models is the collective term used to describe all models, frameworks and methodologies used to calculate probability of default (PD), exposure at default (EAD), loss given default (LGD), maturity and the production of credit grades.

 

Credit risk models are designed to provide:

·             An assessment of customer and transaction characteristics.

·             A meaningful differentiation of credit risk.

·             Accurate internal default, loss and exposure at default estimates that are used in the capital calculation or wider risk management purposes.

 

Asset quality

All credit grades map to an asset quality scale, used for financial reporting. For Wholesale customers, a master grading scale is used for internal management reporting across portfolios. Measures of risk exposure may be aggregated and reported at differing levels of detail depending on stakeholder or business requirements. Performing loans are defined as AQ1-AQ9 (where the PD is less than 100%) and non-performing loans as AQ10 or Stage 3 under IFRS 9 (where the PD is 100%).

 

Counterparty credit risk

Counterparty credit risk arises from the obligations of customers under derivative and securities financing transactions.

 

RBS mitigates counterparty credit risk through collateralisation and netting agreements, which allow amounts owed by RBS to a counterparty to be netted against amounts the counterparty owes RBS.

 

RBS – Annual Report on Form 20-F 2019

134

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk continued

Risk mitigation

Risk mitigation techniques, as set out in the appropriate credit policies, are used in the management of credit portfolios across RBS. These techniques mitigate credit concentrations in relation to an individual customer, a borrower group or a collection of related borrowers. Where possible, customer credit balances are netted against obligations. Mitigation tools can include structuring a security interest in a physical or financial asset, the use of credit derivatives including credit default swaps, credit-linked debt instruments and securitisation structures, and the use of guarantees and similar instruments (for example, credit insurance) from related and third parties. Property is used to mitigate credit risk across a number of portfolios, in particular residential mortgage lending and commercial real estate (CRE).

 

The valuation methodologies for residential mortgage collateral and CRE are detailed below.

 

Residential mortgages RBS takes collateral in the form of residential property to mitigate the credit risk arising from mortgages. RBS values residential property during the loan underwriting process by either appraising properties individually or valuing them collectively using statistically valid models. RBS updates residential property values quarterly using the relevant residential property index namely:

 

Region

Index used

UK

Halifax quarterly regional house price index

Northern Ireland

UK House Price Index (published by the Land Registry)

Republic of Ireland

Central Statistics Office residential property price index

 

The current indexed value of the property is a component of the ECL provisioning calculation.

 

Commercial real estate valuations – RBS has a panel of chartered surveying firms that cover the spectrum of geography and property sectors in which RBS takes collateral. Suitable valuers for particular assets are contracted through a single service agreement to ensure consistency of quality and advice. Valuations are generally commissioned when an asset is taken as security; a material increase in a facility is requested; or a default event is anticipated or has occurred. In the UK, an independent third-party market indexation is applied to update external valuations once they are more than a year old and every three years a formal independent valuation is commissioned. In the Republic of Ireland, assets are revalued in line with the Central Bank of Ireland threshold requirements, which permits indexation for lower value assets, but demands regular Red Book valuations for distressed higher value assets.

 

Risk assessment and monitoring

Practices for credit stewardship – including credit assessment, approval and monitoring as well as the identification and management of problem debts – differ between the Personal and Wholesale portfolios.

 

Personal

Personal customers are served through a lending approach that entails making a large number of small-value loans. To ensure that these lending decisions are made consistently, RBS analyses internal credit information as well as external data supplied from credit reference agencies (including historical debt servicing behaviour of customers with respect to both RBS and other lenders). RBS then sets its lending rules accordingly, developing different rules for different products.

 

The process is then largely automated, with each customer receiving an individual credit score that reflects both internal and external behaviours and this score is compared with the lending rules set. For relatively high-value, complex personal loans, including some residential mortgage lending, specialist credit managers make the final lending decisions. These decisions are made within specified delegated authority limits that are issued dependent on the experience of the individual.

 

Underwriting standards and portfolio performance are monitored on an ongoing basis to ensure they remain adequate in the current market environment and are not weakened materially to sustain growth.

 

Wholesale

Wholesale customers – including corporates, banks and other financial institutions are grouped by industry sectors and geography as well as by product/asset class and are managed on an individual basis. Customers are aggregated as a single risk when sufficiently interconnected.

 

A credit assessment is carried out before credit facilities are made available to customers. The assessment process is dependent on the complexity of the transaction. Credit approvals are subject to environmental, social and ethical risk policies which restrict exposure to certain highly carbon intensive industries as well as those with potentially heightened reputational impacts.

 

For lower risk transactions below specific thresholds, credit decisions can be approved through self-sanctioning within the business. This process is facilitated through an auto-decision making system, which utilises scorecards, strategies and policy rules. Such credit decisions must be within the approval authority of the relevant business sanctioner.

 

For all other transactions credit is only granted to customers following joint approval by an approver from the business and the credit risk function or by two credit officers. The joint business and credit approvers act within a delegated approval authority under the Wholesale Credit Authorities Framework Policy. The level of delegated authority held by approvers is dependent on their experience and expertise with only a small number of senior executives holding the highest approval authority. Both business and credit approvers are accountable for the quality of each decision taken, although the credit risk approver holds ultimate sanctioning authority.

 

Transaction Acceptance Standards provide detailed transactional lending and risk acceptance metrics and structuring guidance. As such, these standards provide a mechanism to manage risk appetite at the customer/transaction level and are supplementary to the established credit risk appetite.

 

Credit grades (PD and LGD) are reviewed and if appropriate re-approved annually. The review process assesses borrower performance, including reconfirmation or adjustment of risk parameter estimates; the adequacy of security; compliance with terms and conditions; and refinancing risk.

 

Problem debt management

Personal

Early problem identification

Pre-emptive triggers are in place to help identify customers that may be at risk of being in financial difficulty. These triggers are both internal, using RBS data, and external using information from credit reference agencies. Pro-active contact is then made with the customer to establish if they require help with managing their finances. By adopting this approach, the aim is to prevent a customer’s financial position deteriorating which may then require intervention from the Collections and Recoveries teams.

 

Personal customers experiencing financial difficulty are managed by the Collections team. If the Collections team is unable to provide appropriate support after discussing suitable options with the customer, management of that customer moves to the Recoveries team. If at any point in the Collections and Recoveries process, the customer is identified as being potentially vulnerable, the customer will be separated from the regular process and supported by a specialist team to ensure the customer receives appropriate support for their circumstances.

 

RBS – Annual Report on Form 20-F 2019

135

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk continued

Collections

When a customer exceeds an agreed limit or misses a regular monthly payment the customer is contacted by RBS and requested to remedy the position. If the situation is not regularised then, where appropriate, the Collections team will become more fully involved and the customer will be supported by skilled debt management staff who endeavour to provide customers with bespoke solutions. Solutions include short-term account restructuring, refinance loans and forbearance which can include interest suspension and ‘breathing space’. In the event that an affordable/sustainable agreement with a customer cannot be reached, the debt will transition to the Recoveries team. For provisioning purposes, under IFRS 9, exposure to customers managed by the Collections team is categorised as Stage 2 and subject to a lifetime loss assessment, unless it is 90 days past due, in which case it is categorised as Stage 3.

 

In the Republic of Ireland, the relationship may pass to a specialist support team prior to any transfer to recoveries, depending on the outcome of customer financial assessment.

 

Recoveries

The Recoveries team will issue a notice of intention to default to the customer and, if appropriate, a formal demand, while also registering the account with credit reference agencies where appropriate. Following this, the customer’s debt may then be placed with a third-party debt collection agency, or alternatively a solicitor, in order to agree an affordable repayment plan with the customer. An option that may also be considered, is the sale of unsecured debt. Exposures subject to formal debt recovery are defaulted and categorised as Stage 3 impaired.

 

Wholesale

Early problem identification

Each segment and sector has defined early warning indicators to identify customers experiencing financial difficulty, and to increase monitoring if needed. Early warning indicators may be internal, such as a customer’s bank account activity, or external, such as a publicly-listed customer’s share price. If early warning indicators show a customer is experiencing potential or actual difficulty, or if relationship managers or credit officers identify other signs of financial difficulty, they may decide to classify the customer within the Risk of Credit Loss framework.

 

Risk of Credit Loss framework

The framework focuses on Wholesale customers whose credit profiles have deteriorated since origination. Expert judgement is applied by experienced credit risk officers to classify cases into categories that reflect progressively deteriorating credit risk to RBS. There are two classifications which apply to non-defaulted customers within the framework – Heightened Monitoring and Risk of Credit Loss. For the purposes of provisioning, all exposures subject to the framework are categorised as Stage 2 and subject to a lifetime loss assessment. The framework also applies to those customers that have met RBS’s default criteria (AQ10 exposures). Defaulted exposures are categorised as Stage 3 impaired for provisioning purposes.

 

Heightened Monitoring customers are performing customers that have met certain characteristics, which have led to significant credit deterioration. Collectively, characteristics reflect circumstances that may affect the customer’s ability to meet repayment obligations. Characteristics include trading issues, covenant breaches, material PD downgrades and past due facilities.

 

Heightened Monitoring customers require pre-emptive actions (outside the customer’s normal trading patterns) to return or maintain their facilities within RBS’s current risk appetite prior to maturity.

 

Risk of Credit Loss customers are performing customers that have met the criteria for Heightened Monitoring and also pose a risk of credit loss to RBS in the next 12 months (should mitigating action not be taken or not be successful).

 

Once classified as either Heightened Monitoring or Risk of Credit Loss, a number of mandatory actions are taken in accordance with policies. Actions include a review of the customer’s credit grade, facility and security documentation and the valuation of security. Depending on the severity of the financial difficulty and the size of the exposure, the customer relationship strategy is reassessed by credit officers, by specialist credit risk or relationship management units in the relevant business, or by Restructuring.

 

Agreed customer management strategies are regularly monitored by both the business and credit teams. The largest Risk of Credit Loss exposures are regularly reviewed by a Risk of Credit Loss Committee. The committee members are experienced credit, business and restructuring specialists. The purpose of the committee is to review and challenge the strategies undertaken for customers that pose the largest risk of credit loss to RBS.

 

Appropriate corrective action is taken when circumstances emerge that may affect the customer’s ability to service its debt (refer to Heightened Monitoring characteristics). Corrective actions may include granting a customer various types of concessions. Any decision to approve a concession will be a function of specific appetite, the credit quality of the customer, the market environment and the loan structure and security. All customers granted forbearance are classified Heightened Monitoring as a minimum.

 

Other potential outcomes of the relationship review are to: remove the customer from the Risk of Credit Loss framework, offer additional lending and continue monitoring, transfer the relationship to Restructuring if appropriate, or exit the relationship.

 

The Risk of Credit Loss framework does not apply to problem debt management for Business Banking customers. These customers are, where necessary, managed by specialist problem debt management teams, depending on the size of exposure or by the Business Banking recoveries team where a loan has been impaired.

 

Restructuring

For the Wholesale problem debt portfolio, customer relationships are mainly managed by the Restructuring team. The purpose of Restructuring is to protect RBS’s capital. Restructuring does this by working with corporate and commercial customers in financial difficulty on their restructuring and repayment strategies. Restructuring will always aim to recover capital fairly and efficiently.

 

Specialists in Restructuring work with customers experiencing financial difficulties and showing signs of financial stress. Throughout Restructuring’s involvement, the mainstream relationship manager will remain an integral part of the customer relationship, unless a repayment strategy is deemed appropriate. The objective is to find a mutually acceptable solution, including restructuring of existing facilities, repayment or refinancing.

 

Where a solvent outcome is not possible, insolvency may be considered as a last resort. However, helping the customer return to financial health and restoring a normal banking relationship is always the preferred outcome.

 

RBS – Annual Report on Form 20-F 2019

136

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk continued

Forbearance (audited)

Forbearance takes place when a concession is made on the contractual terms of a loan/debt in response to a customer’s financial difficulties.

 

The aim of forbearance is to support and restore the customer to financial health while minimising risk. To ensure that forbearance is appropriate for the needs of the customer, minimum standards are applied when assessing, recording, monitoring and reporting forbearance.

 

A loan/debt may be forborne more than once, generally where a temporary concession has been granted and circumstances warrant another temporary or permanent revision of the loan’s terms.

 

In the Personal portfolio, loans are considered forborne until they meet the exit criteria set out by the European Banking Authority. These include being classified as performing for two years since the last forbearance event, making regular repayments and the loan/debt being less than 30 days past due. Exit criteria are not currently applied for Wholesale portfolios.

 

Types of forbearance

Personal

In the Personal portfolio, forbearance may involve payment concessions and loan rescheduling (including extensions in contractual maturity), capitalisation of arrears and, in the Republic of Ireland only, temporary interest-only or partial capital and interest arrangements. Forbearance is granted principally to customers with mortgages and less frequently to customers with unsecured loans. This includes instances where forbearance may be provided to customers with highly flexible mortgages.

 

Wholesale

In the Wholesale portfolio, forbearance may involve covenant waivers, amendments to margins, payment concessions and loan rescheduling (including extensions in contractual maturity), capitalisation of arrears, and debt forgiveness or debt-for-equity swaps.

 

Monitoring of forbearance

Personal

For Personal portfolios, forborne loans are separated and regularly monitored and reported while the forbearance strategy is implemented, until they exit forbearance.

 

Wholesale

In the Wholesale portfolio, customer PDs and facility LGDs are re-assessed prior to finalising any forbearance arrangement. The ultimate outcome of a forbearance strategy is highly dependent on the cooperation of the borrower and a viable business or repayment outcome. Where forbearance is no longer appropriate, RBS will consider other options such as the enforcement of security, insolvency proceedings or both, although these are options of last resort.

 

Provisioning for forbearance

Personal

The methodology used for provisioning in respect of Personal forborne loans will differ depending on whether the loans are performing or non-performing and which business is managing them due to local market conditions.

 

Granting forbearance will only change the arrears status of the loan in specific circumstances, which can include capitalisation of principal and interest in arrears, where the loan may be returned to the performing book if the customer has demonstrated an ability to meet regular payments and is likely to continue to do so.

 

The loan would remain in forbearance for the defined probation period and be subject to performance criteria. These include making regular repayments and being less than 30 days past due.

 

Additionally for some forbearance types a loan may be transferred to the performing book if a customer makes payments that reduce loan arrears below 90 days (UK Personal Banking collections function).

 

For ECL provisioning, all forborne but performing exposures are categorised as Stage 2 and are subject to a lifetime loss provisioning assessment.

 

For non-performing forborne loans, the Stage 3 loss assessment process is the same as for non-forborne loans.

 

Wholesale

Provisions for forborne loans are assessed in accordance with normal provisioning policies. The customer’s financial position and prospects — as well as the likely effect of the forbearance, including any concessions granted, and revised PD or LGD gradings — are considered in order to establish whether an impairment provision is required.

 

Wholesale loans granted forbearance are individually assessed in most cases. Performing loans subject to forbearance treatment are categorised as Stage 2 and subject to a lifetime loss assessment.

 

Forbearance may result in the value of the outstanding debt exceeding the present value of the estimated future cash flows. This difference will lead to a customer being classified as non-performing.

 

In the case of non-performing forborne loans, an individual loan impairment provision assessment generally takes place prior to forbearance being granted. The amount of the loan impairment provision may change once the terms of the forbearance are known, resulting in an additional provision charge or a release of the provision in the period the forbearance is granted.

 

The transfer of Wholesale loans from impaired to performing status follows assessment by relationship managers and credit. When no further losses are anticipated and the customer is expected to meet the loan’s revised terms, any provision is written-off or released and the balance of the loan returned to performing status. This is not dependent on a specified time period and follows the credit risk manager’s assessment.

 

Impairment, provisioning and write-offs (audited)

In the overall assessment of credit risk, impairment provisioning and write-offs are used as key indicators of credit quality.

 

RBS’s IFRS 9 provisioning models, which used existing Basel models as a starting point, incorporate term structures and forward-looking information. Regulatory conservatism within the Basel models has been removed as appropriate to comply with the IFRS 9 requirement for unbiased ECL estimates.

 

Five key areas may materially influence the measurement of credit impairment under IFRS 9 — two of these relate to model build and three relate to their application:

 

·             Model build:

o                 The determination of economic indicators that have most influence on credit loss for each portfolio and the severity of impact (this leverages existing stress testing mechanisms).

o                 The build of term structures to extend the determination of the risk of loss beyond 12 months that will influence the impact of lifetime loss for assets in Stage 2.

 

·             Model application:

o                 The assessment of the significant increase in credit risk and the formation of a framework capable of consistent application.

o                 The determination of asset lifetimes that reflect behavioural characteristics while also representing management actions and processes (using historical data and experience).

o                 The determination of a base case (or central) economic scenario which has the most material impact (of all forward-looking scenarios) on the measurement of loss (RBS uses consensus forecasts to remove management bias).

 

Refer to Accounting policy 13 for further details.

 

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Capital and risk management

 

 

 

 

Credit risk continued

Economic loss drivers (audited)

Introduction

The most material economic loss drivers for Personal portfolios include national GDP, unemployment rate, house price indices, and base rate for the UK and the Republic of Ireland. In addition to some of these loss drivers, world GDP is a primary loss driver for Wholesale portfolios.

 

Central base case economic scenario

The internal base case scenario is the primary forward-looking economic information driving the calculation of ECL. The same base case scenario is used for financial planning by RBS with the exception of the yield curve, as a result of the different timing of the exercises. The key elements of the current economic base case, which includes forecasts over a five year forecast horizon, are summarised as follows:

·             United Kingdom – The central base case economic scenario projects modest growth in the UK economy, in line with the consensus outlook. Brexit related uncertainty results in subdued confidence in the near term, placing it in the lower quartile of advanced economies. Business investment is weak at the start of the forecast, improving only gradually. Consumer spending rises steadily as households benefit from falling inflation and rising wage growth, though it is a modest upturn. The central scenario assumes slower job growth than seen in recent years, meaning unemployment edges up from its current historic lows. House price growth slows, extending the current slowdown, before picking up to low single digit growth in later years. Monetary policy follows the market implied path for Bank of England base rate at the time the scenarios were set, therefore it is assumed there are two base rate cuts over the next five years, whereas the yield curve used for financial planning assumes one base rate cut.

·             Republic of Ireland The economy is expected to continue on its positive trajectory with growth expected to revert closer to long run averages in the medium term. Job growth is expected to moderate with unemployment remaining around 5%. Meanwhile house prices are expected to grow at a low single-digit pace. As always, a small open economy such as RoI remains very sensitive to the global economic environment and expectations can change at short notice.

 

Use of the central base case in Personal

In Personal the internal base case is directly used as the central scenario for the ECL calculations by feeding the forecasted economic loss drivers into the respective PD and LGD models.

 

Use of the central base case in Wholesale

As in Personal the primary input is the central base case scenario but a further adjustment is applied to the aggregate credit cycle conditions arising from the base case to explicitly enforce a gradual reversion to long run average conditions starting from the first projected year onwards.

 

The application of the mean reversion adjustment is based on two empirical observations. Firstly, historic credit loss rates in Wholesale portfolios show pronounced mean reversion behaviour and secondly, the accuracy of economic forecasts tends to drop significantly for horizons beyond one or two years.

 

Approach for multiple economic scenarios (MES)

The response of portfolio loss rates to changes in economic conditions is typically non-linear and asymmetric. Therefore, in order to appropriately take account of the uncertainty in economic forecasts a range of economic scenarios is considered when calculating ECL.

 

·             Personal In addition to the central base case a further four bespoke scenarios are taken into account – a base case upside and downside – and an additional upside and downside. The overall MES ECL is calculated as a probability weighted average across all five scenarios (refer to the Probability weightings of scenarios section for further details).

 

The ECL impact on the Personal portfolio arising from the systematic application of MES over the single, central base case was relatively low at less than 1%, in line with 2018. Losses are expected to increase on a non-linear basis in the event of an economic downturn, and for UK Personal Banking, this effect was included within the overlay for UK economic uncertainty detailed on page 140. At the end of 2018, an overlay of £26 million covering non-linearity of losses had been held separately. For Ulster Bank RoI, a separate overlay of £25 million (2018 – £26 million) covering non-linearity of losses continued to be held.

 

·             Wholesale The approach to MES is a Monte Carlo method that involves simulating a large number of alternative scenarios around the central scenario (adjusted for mean reversion) and averaging the losses and PD values for each individual scenario into unbiased expectations of losses (ECL) and PD.

 

The simulation of alternative scenarios does not occur on the level of the individual economic loss drivers but operates on the aggregate Credit Cycle Indices (CCI) that underpin the Wholesale credit models. CCIs measure portfolio level default rate conditions expressed as an index value. An index value of zero represents long run average default rates. Negative and positive index values represent default rates above and below long run averages respectively. The Monte Carlo MES approach increases Wholesale modelled ECL for Stage 1 and Stage 2 by approximately 7% (2018 5%) above the single, central scenario outcomes. No additional non-linearity overlay was applied for Wholesale, similar to 2018, with the final reported ECL inclusive of the systematic MES uplift from the Monte Carlo modelling and also the overlay for economic uncertainty detailed below.

 

For both Personal and Wholesale, the impact from MES is factored into account level PDs through scalars. These MES-adjusted PDs are used to assess whether a significant increase in credit risk has occurred. The MES impact on the size of Stage 2 is proportionate to the MES ECL impacts across Personal and Wholesale, as set out above.

 

Key economic loss drivers

The tables and commentary below provide an update on the base case economics used at 31 December 2019, and also the MES used for Personal portfolios. The average over the five year horizon (2020 to 2024) for the central base case and two upside and downside scenarios used for ECL modelling, are set out below. It is compared with the five year average (2019 to 2023) of the 2018 scenarios. The graph shows the quarterly GDP year-on-year growth rates across the MES. Subsequently, the annual figures for key variables across the UK and Republic of Ireland are shown. Finally, the extreme points table show the best and worst readings for three key variables in the two upside and two downside scenarios, highlighting the most challenging points in the downside scenarios and the strongest points in the upside scenarios.

 

RBS – Annual Report on Form 20-F 2019

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Capital and risk management

 

 

 

 

Credit risk continued

 

Economic loss drivers (audited)

 

The 2019 base case GDP growth and interest rate assumptions are pessimistic compared to 2018 as consensus outlook and market implied interest rate projections worsened over the year. Unemployment rate projections are less extreme in the 2019 downside scenarios as RBS aimed to align the Downside 2 scenario with Office for Budget Responsibility’s analysis of a hard Brexit scenario.

 

2019

2018

Upside 2

Upside 1

Base case

Downside 1

Downside 2

Upside 2

Upside 1

Base case

Downside 1

Downside 2

UK

%

%

%

%

%

%

%

%

%

%

GDP - change

2.4

2.2

1.6

1.3

0.9

2.6 

2.3 

1.7 

1.5 

1.1 

Unemployment

3.6

3.9

4.4

4.7

5.2

3.3 

3.8 

5.0 

5.6 

6.9 

House Price Inflation - change

4.1

3.3

1.6

0.8

(1.0)

4.3 

3.3 

1.7 

1.1 

(0.5)

Bank of England base rate

1.0

0.7

0.3

1.7 

1.3 

1.1 

0.5 

— 

Republic of Ireland

GDP - change

3.9

3.6

2.8

2.4

1.9

4.3 

3.6 

3.0 

3.1 

2.8 

Unemployment

3.9

4.3

4.8

5.7

6.9

4.2 

4.6 

5.2 

6.0 

6.8 

House Price Inflation - change

5.3

4.7

2.9

2.2

1.0

9.2 

6.8 

4.0 

3.2 

0.8 

European Central Bank base rate

1.6

0.9

1.3 

0.8 

0.3 

— 

— 

World GDP - change

3.8

3.3

2.8

2.5

2.1

3.6 

3.2 

2.7 

2.5 

2.3 

Probability weight

12.7

14.8

30.0

29.7

12.7

12.8 

17.0 

30.0 

25.6 

14.6 

 

 

 

UK GDP - annual growth

Upside 2

Upside 1

Base case

Downside 1

Downside 2

%

%

%

%

%

2019

1.3

1.4

1.2

1.1

1.1

2020

3.5

3.2

1.1

(0.1)

(1.3)

2021

3.6

3.0

1.7

1.2

2022

2.2

1.9

1.7

2.0

1.9

2023

1.5

1.5

1.7

1.7

2.1

2024

1.4

1.5

1.6

1.6

1.9

UK unemployment rate

 

Upside 2

Upside 1

Base case

Downside 1

Downside 2

 

%

%

%

%

%

 

Q4 2019

4.0

4.0

4.1

4.1

4.1

 

Q4 2020

3.7

3.8

4.4

4.8

5.1

 

Q4 2021

3.5

3.8

4.4

4.8

5.5

 

Q4 2022

3.5

3.8

4.4

4.7

5.4

 

Q4 2023

3.6

3.9

4.4

4.6

5.3

 

Q4 2024

3.8

4.0

4.4

4.6

5.1

 

 

UK House Price Inflation - annual growth

Upside 2

Upside 1

Base case

Downside 1

Downside 2

%

%

%

%

%

2019

1.7

1.7

1.5

1.5

1.4

2020

5.7

4.5

1.0

(1.1)

(3.6)

2021

8.2

6.0

0.9

(2.7)

(7.7)

2022

4.2

3.1

1.5

0.8

(1.9)

2023

1.7

1.4

2.0

3.1

3.0

2024

0.9

1.4

2.6

3.9

5.2

 

Republic of Ireland GDP - annual growth

Upside 2

Upside 1

Base case

Downside 1

Downside 2

%

%

%

%

%

2019

4.1

4.1

3.9

3.8

3.7

2020

6.3

5.9

3.4

1.7

(0.1)

2021

5.1

4.5

2.8

2.2

0.5

2022

3.3

2.9

2.7

3.2

3.1

2023

2.4

2.4

2.6

2.6

3.2

2024

2.2

2.2

2.4

2.4

2.7

Republic of Ireland unemployment rate

Upside 2

Upside 1

Base case

Downside 1

Downside 2

%

%

%

%

%

Q4 2019

4.6

4.7

4.9

5.1

5.3

Q4 2020

3.8

4.0

4.8

5.8

7.0

Q4 2021

3.6

4.0

4.8

5.8

7.3

Q4 2022

3.8

4.2

4.8

5.5

6.9

Q4 2023

4.3

4.6

4.9

5.7

6.9

Q4 2024

4.5

4.9

5.0

5.8

6.9

Republic of Ireland House Price Inflation - annual growth

Upside 2

Upside 1

Base case

Downside 1

Downside 2

%

%

%

%

%

2019

3.8

3.9

3.5

3.3

3.1

2020

9.3

8.3

2.9

(0.8)

(4.7)

2021

6.3

4.9

1.5

0.1

(3.8)

2022

4.5

3.8

3.2

4.4

4.2

2023

3.1

3.0

3.4

3.5

5.0

2024

3.1

3.2

3.7

3.6

4.4

 

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Capital and risk management

 

 

 

 

Credit risk continued

 

Economic loss drivers (audited)

 

Extreme points

 

Best points

Worst points

H2 2019

H2 2018

H2 2019

H2 2018

Upside 2

Upside 1

Upside 2

Upside 1

Downside 1

Downside 2

Downside 1

Downside 2

UK

%

%

%

%

%

%

%

%

GDP (year-on-year)

4.6

4.0

5.0

4.1

(0.2)

(1.8)

(0.1)

(1.9)

Unemployment

3.5

3.8

2.8

3.4

4.9

5.5

5.9

7.4

House Price Inflation (year-on-year)

8.9

6.7

9.1

7.0

(3.5)

(8.4)

(2.8)

(7.3)

 

 

 

 

Best points

Worst points

H2 2019

H2 2018

H2 2019

H2 2018

Upside 2

Upside 1

Upside 2

Upside 1

Downside 1

Downside 2

Downside 1

Downside 2

Republic of Ireland

%

%

%

%

%

%

%

%

GDP (year-on-year)

6.6

6.3

14.0

10.2

0.5

(2.1)

(0.2)

(3.0)

Unemployment

3.6

4.0

3.6

4.1

5.8

7.3

6.5

7.8

House Price Inflation (year-on-year)

10.3

9.1

22.0

16.3

(2.6)

(8.4)

(2.5)

(8.2)

 

Probability weightings of scenarios

 

RBS’s approach to IFRS 9 MES in Personal involves selecting a suitable set of discrete scenarios to characterise the distribution of risks in the economic outlook and assigning appropriate probability weights to those scenarios. This involves the following steps:

 

·            Scenario selection – Two upside and two downside scenarios from Moody’s inventory of scenarios were chosen. The aim is to obtain downside scenarios that are not as severe as stress tests, so typically they have a severity of around one in ten and one in five of approximate likelihood, along with corresponding upsides.

 

·            Severity assessment – Having selected the most appropriate scenarios, their severity is then assessed based on the behaviour of UK GDP, by calculating a variety of measures such as average growth, deviation from baseline and peak to trough falls. These measures are compared against a set of 1,000 model runs, following which, a percentile in the distribution is established which most closely corresponds to the scenario.

 

·            Probability assignment Having established the relevant percentile points, probability weights are assigned to ensure that the scenarios produce an unbiased result.

 

UK economic uncertainty

 

RBS’s approach is designed to capture the historic variability and distribution of economic risks. RBS’s approach to capturing these incremental or skewed forward-looking risks is to apply an overlay to ECL of £170 million (2018 – £127 million). To calculate the value of this overlay, information was used from prevailing downside sensitivity scenario analyses. The underlying economics were broadly aligned to published International Monetary Fund and Office for Budget Responsibility hard Brexit scenarios and management judgement was applied on the likelihood of this alternative path for the economy emerging. The value of the overlay was increased once during the year, in the third quarter, when management judged uncertainty to be more pronounced. The value of the overlay was subsequently reviewed in the fourth quarter, when management concluded that it was appropriate to leave it unchanged reflecting the ongoing elevated economic uncertainty.

 

RBS – Annual Report on Form 20-F 2019

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Capital and risk management

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

 

Credit risk continued

 

Credit risk modelling (audited)

 

ECLs are calculated using a combination of:

 

·     Probability of default.

 

·     Loss given default.

 

·     Exposure at default.

 

In addition, lifetime PDs (as at reporting date and at date of initial recognition) are used in the assessment of the significant increase in credit risk criteria.

 

IFRS 9 ECL model design principles

 

To meet IFRS 9 requirements, PD, LGD and EAD used in ECL calculations must be:

 

·     Unbiased – material regulatory conservatism has been removed to produce unbiased model estimates.

 

·     Point-in-time – recognise current economic conditions.

 

·     Forward-looking – incorporated into PD estimates and, where appropriate, EAD and LGD estimates.

 

·     For the life of the loan – all PD, LGD and EAD models produce term structures to allow a lifetime calculation for assets in Stage 2 and Stage 3.

 

IFRS 9 requires that at each reporting date, an entity shall assess whether the credit risk on an account has increased significantly since initial recognition. Part of this assessment requires a comparison to be made between the current lifetime PD (i.e. the probability of default over the remaining lifetime at the reporting date) with the equivalent lifetime PD as determined at the date of initial recognition.

 

For assets originated before IFRS 9 was introduced, comparable lifetime origination PDs did not exist. These have been retrospectively created using the relevant model inputs applicable at initial recognition.

 

PD estimates

 

Personal models

 

Personal PD models use the Exogenous, Maturity and Vintage (EMV) approach to model default rates. The EMV approach separates portfolio default risk trends into three components: vintage effects (quality of new business over time), maturity effects (changes in risk relating to time on book) and exogenous effects (changes in risk relating to changes in macro-economic conditions). The EMV methodology has been widely adopted across the industry because it enables forward-looking economic information to be systematically incorporated into PD estimates.

 

Wholesale models

 

Wholesale PD models use the existing CCI based point-in-time/through-the-cycle framework to convert one-year regulatory PDs into point-in-time estimates that reflect economic conditions observed at the reporting date across a comprehensive set of region/industry segments.

 

One year point-in-time PDs are subsequently extended to life-time PDs using a conditional transition matrix approach. The conditional transition matrix approach allows for the incorporation of forward-looking economic information into the life-time PDs.

 

LGD estimates

 

The general approach for the IFRS 9 LGD models is to leverage corresponding Basel LGD models with bespoke adjustments to ensure estimates are unbiased and where relevant forward-looking.

 

Personal

 

Forward-looking information has only been incorporated for the secured portfolios, where changes in property prices can be readily accommodated. Analysis has shown minimal impact of economic conditions on LGDs for the other Personal portfolios. For Ulster Bank RoI, a bespoke IFRS 9 mortgage LGD model is used, reflecting its specific regional market.

 

Wholesale

 

Forward-looking economic information is incorporated into LGD estimates using the existing CCI framework. For low default portfolios, including sovereigns and banks, loss data is too scarce to substantiate estimates that vary with economic conditions. Consequently, for these portfolios, LGD estimates are assumed to be constant throughout the projection horizon.

 

EAD estimates

 

Personal

 

The IFRS 9 Personal modelling approach for EAD is dependent on product type.

 

·     Revolving products use the existing Basel models as a basis, with appropriate adjustments incorporating a term structure based on time to default.

 

·     Amortising products use an amortising schedule, where a formula is used to calculate the expected balance based on remaining terms and interest rates.

 

·     There is no EAD model for Personal loans. Instead, debt flow (i.e. combined PD x EAD) is directly modelled.

 

Analysis has indicated that there is minimal impact on EAD arising from changes in the economy for all Retail portfolios except mortgages. Therefore, forward-looking information is only incorporated in the mortgage EAD model (through forecast changes in interest rates).

 

Wholesale

 

For Wholesale, EAD values are projected using product specific credit conversion factors (CCF), closely following the product segmentation and approach of the respective Basel model. However, the CCFs are estimated over multi-year time horizons to produce unbiased model estimates.

 

No explicit forward-looking information is incorporated, on the basis that analysis has shown that temporal variations in CCFs are largely attributable to changes in exposure management practices rather than economic conditions.

 

Governance and post model adjustments

 

The IFRS 9 PD, EAD and LGD models are subject to RBS’s model risk policy that stipulates periodic model monitoring, periodic re-validation and defines approval procedures and authorities according to model materiality. Post model adjustments (PMAs) are applied where necessary to incorporate the most recent data available and are made on a temporary basis ahead of the underlying model parameter changes being implemented.

 

For UK Personal Banking, these PMAs netted to a total overlay of approximately £40 million at the year end. This included £15 million in respect of the repayment risk not captured in the models, that a proportion of customers on interest only mortgages will not be able to repay the capital element of their loan at end of term. The overlay for interest only mortgages was based on an analysis of recent experience on customer repayments pre and post end of term, and modelling that forward for maturities over the next ten years. In addition, judgemental ECL overlays totalling approximately £38 million were held. In credit cards, a £30 million ECL overlay was in place in respect of a withheld systematic model release in recognition of expected future modelling developments. For mortgages, a judgmental overlay of £8 million was held in respect of the perceived forward-looking incremental risk on buy-to-let lending.

 

For Ulster Bank RoI, there was a £6 million ECL reduction in their unsecured lending portfolio ahead of the underlying model parameter change being updated.

 

For Wholesale portfolios, PMAs increased ECL by £58 million relating to expected model enhancements to PD and LGD. In addition, judgemental ECL overlays increased ECL by £10 million.

 

These adjustments were over and above those detailed in the UK economic uncertainty section and are also subject to oversight and governance by the Provisions Committee.

 

 

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Capital and risk management

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

 

Credit risk continued

 

Significant increase in credit risk (audited)

 

Exposures that are considered significantly credit deteriorated since initial recognition are classified in Stage 2 and assessed for lifetime ECL measurement (exposures not considered deteriorated carry a 12 month ECL). RBS has adopted a framework to identify deterioration based primarily on movements in probability of default supported by additional backstops. The principles applied are consistent across RBS and align to credit risk management practices.

 

The framework comprises the following elements:

 

·     IFRS 9 lifetime PD assessment (the primary driver) – on modelled portfolios the assessment is based on the relative deterioration in forward-looking lifetime PD and is assessed monthly. To assess whether credit deterioration has occurred, the residual lifetime PD at balance sheet date (which PD is established at date of initial recognition (DOIR)) is compared to the current PD. If the current lifetime PD exceeds the residual origination PD by more than a threshold amount deterioration is assumed to have occurred and the exposure transferred to Stage 2 for a lifetime loss assessment. For Wholesale, a doubling of PD would indicate a significant increase in credit risk subject to a minimum PD uplift of 0.1%. For Personal portfolios, the criteria varies by risk band, with lower risk exposures needing to deteriorate more than higher risk exposures, as outlined in the following table:

 

 

Personal

risk bands

Risk bandings (based
on residual lifetime
PD calculated at DOIR)

PD deterioration
threshold criteria

Risk band A

<0.762%

PD@DOIR + 1%

Risk band B

<4.306%

PD@DOIR + 3%

Risk band C

>=4.306%

1.7 x PD@DOIR

 

·     Qualitative high-risk backstops – the PD assessment is complemented with the use of qualitative high-risk backstops to further inform whether significant deterioration in lifetime risk of default has occurred. The qualitative high-risk backstop assessment includes the use of the mandatory 30+ days past due backstop, as prescribed by IFRS 9 guidance, and other features such as forbearance support, Wholesale exposures managed within the Risk of Credit Loss framework, and for Personal, adverse credit bureau results.

 

·     Persistence (Personal and Business Banking customers only) – the persistence rule ensures that accounts which have met the criteria for PD driven deterioration are still considered to be significantly deteriorated for three months thereafter. This additional rule enhances the timeliness of capture in Stage 2. It is a Personal methodology feature and is applied to PD driven deterioration only.

 

The criteria are based on a significant amount of empirical analysis and seek to meet three key objectives:

 

· Criteria effectiveness – the criteria should be effective in identifying significant credit deterioration and prospective default population.

 

· Stage 2 stability – the criteria should not introduce unnecessary volatility in the Stage 2 population.

 

· Portfolio analysis – the criteria should produce results which are intuitive when reported as part of the wider credit portfolio.

 

 

Asset lifetimes (audited)

 

The choice of initial recognition and asset duration is another critical judgement in determining the quantum of lifetime losses that apply.

 

·     The date of initial recognition reflects the date that a transaction (or account) was first recognised on the balance sheet; the PD recorded at that time provides the baseline used for subsequent determination of significant increase in credit risk.

 

·     For asset duration, the approach applied (in line with IFRS 9 requirements) is:

 

o       Term lending – the contractual maturity date, reduced for behavioural trends where appropriate (such as, expected pre-payment and amortisation).

 

o       Revolving facilities – for Personal portfolios (except credit cards), asset duration is based on behavioural life and this is normally greater than contractual life (which would typically be overnight). For Wholesale portfolios, asset duration is based on annual counterparty review schedules and will be set to the next review date.

 

In the case of credit cards, the most significant judgement is to reflect the operational practice of card reissuance and the associated credit assessment as enabling a formal re-origination trigger. As a consequence, a capped lifetime approach of up to 36 months is used on credit card balances. If the approach was uncapped the ECL impact is estimated at less than £90 million, in line with analysis at the end of 2018.

 

The approach reflects RBS practice of a credit-based review of customers prior to credit card issuance and complies with IFRS 9. Benchmarking information indicates that peer UK banks use behavioural approaches in the main for credit card portfolios with average durations between three and ten years. Across Europe durations are shorter and are, in some cases, as low as one year.

 

 

Measurement uncertainty and ECL sensitivity analysis (audited)

 

The recognition and measurement of ECL is complex and involves the use of significant judgement and estimation. This includes the formulation and incorporation of multiple forward-looking economic conditions into ECL to meet the measurement objective of IFRS 9.

 

The ECL provision is sensitive to the model inputs and economic assumptions underlying the estimate. Set out on page 143 is the impact of some of the material sensitivities considered for 2019 year end reporting. These ECL simulations are separate to the impact arising from MES and UK economic uncertainty as described earlier in this disclosure, which impacts are embedded in the reported ECL.

 

The primary focus of the simulations is on ECL provisioning requirements on performing exposures in Stage 1 and Stage 2. The simulations are run on a stand-alone basis and are independent of each other; the potential ECL impacts reflect the simulated impact as at the year end balance sheet date. As default is an observed event as at the balance sheet date, Stage 3 provisions are not subject to the same level of measurement uncertainty, and therefore have not been considered in this analysis, with the exception of a univariate HPI sensitivity. The following common scenarios have been applied across the key Personal and Wholesale portfolios:

 

·     Economic uncertainty – simulating the impact arising from the Downside 2 and Upside 2 scenarios, which are two of the five discrete scenarios used in the methodology for Personal MES. In the simulation, RBS have assumed that the economic macro variables associated with these scenarios replace the existing base case economic assumptions, giving them a 100% probability weighting and thus serving as a single economic scenario.

 

These scenarios have been applied to all modelled portfolios in the analysis below, with the simulation impacting both PDs and LGDs. Modelled overlays present in the underlying ECL estimates are also sensitised. As expected, the scenarios create differing impacts on ECL by portfolio and the impacts are deemed reasonable. In this simulation it is assumed that existing modelled relationships between key economic variables and loss drivers hold but in practice other factors would also have an impact, e.g. potential customer behaviour changes, policy changes by lenders that might impact on the wider availability of credit.

 

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Capital and risk management

 

 

 

 

Credit risk continued

Measurement uncertainty and ECL sensitivity analysis (audited)

These broader economic scenarios were complemented with two specific portfolio simulations:

·             Wholesale portfolios simulating the impact of PDs and LGDs moving upwards to the through-the-cycle (TTC) average from their current point-in-time (PIT) estimate. With the current relatively benign economic conditions wholesale IFRS 9 PIT PDs are significantly lower than TTC PD. This scenario shows the increase to ECL by immediately switching to TTC measures providing an indication of long run average expectations. IFRS 9 measures have been used so there remains some differences to Basel TTC equivalent measures, where conservative assumptions are required, such as caps or floors, not permitted under the IFRS 9 best estimate approach.

·          Mortgages House Price Inflation (HPI) is a key economic driver and RBS have simulated a univariate scenario of a 20% decrease in HPI across the main mortgage portfolios. A univariate analysis using only HPI does not allow for the interdependence across the other key primary loss drivers to be reflected in any ECL estimate. PDs are not impacted in this scenario analysis. The simulated impact is based on 100% probability weighting to demonstrate the isolated sensitivity of HPI against base ECL estimates.

 

RBS’s core criterion to identify a significant increase in credit risk is founded on PD deterioration, as discussed above. Under the simulations, PDs increase and result in exposures moving from Stage 1 to Stage 2 contributing to the ECL impact.

 

Actual position at 31 December

2019

Common scenarios (2,3)

Stage 1 and Stage 2 (1)

Downside 2

Upside 2

Discrete scenarios  (2,3)

of which in

ECL

Exposure in

Exposure in

HPI (4) / TTC PD (5)

Exposure

Exposure

Stage 2

provision
(2)

Potential ECL
impact

Stage 2

Potential ECL impact

Stage 2

potential ECL impact

in Stage 2

£bn

%

£m

£m

%

%

£m

%

%

£m

%

%

Personal and business banking

UK

164.5

8.8%

642.6

94.6

14.7%

9.7%

(77.8)

(12.1%)

8.7%

  Of which: mortgages

    Stage 1 and Stage 2

145.8

7.0%

94.7

28.8

30.5%

7.0%

RoI

12.2

9.8%

45.3

18.5

41%

14.8%

(1.9)

(4.2%)

9.6%

  Of which: mortgages

    Stage 1 and Stage 2

11.7

9.3%

41.2

0.6

1.5%

9.2%

Wholesale

261.8

4.4%

352.4

88.0

25.0%

5.7%

(82.4)

(23.4%)

3.6%

136.0

38.6%

7.6%

Total

438.5

6.2%

1,040.3

201.2

19.3%

7.5%

(162.2)

(15.6%)

5.7%

Personal banking

UK: mortgages

1.3

214.2

12.4

5.8%

Stage 3

RoI: mortgages

Stage 3

1.9

580.8

22.9

3.9%

Notes:

(1)    Reflects drawn exposure and ECL for all modelled exposure in scope for IFRS 9; in addition to loans this includes bonds, and cash. For Personal, the analysis excludes non-modelled portfolios such as Private Banking and RBSI.

(2)    The ECL provision includes the ECL overlay taken to recognise elevated Brexit related economic uncertainty.

(3)    All simulations are run on a stand-alone basis and are independent of each other, with the potential ECL impact reflecting the simulated impact at the year end balance sheet date.

(4)    HPI is applied to the most material mortgage portfolios only, namely UK Personal Banking and Ulster Bank RoI. The impacts for Stage 3 are included separately.

(5)    TTC or long-run average PDs and LGDs are applied to Wholesale portfolios only (excluding business banking exposures which reside in the Personal and business banking section).

(6)    Refer to page 138 for details of base case economic scenarios.

(7)    2018 comparative details are not included as the sensitivity scenario analysis relates to the 2019 balance sheet position. Refer to the 2018 Annual Report on Form 20-F for the sensitivity analysis carried out at that time.

 

Key points

·             In the Downside 2 scenario, the ECL requirement overall was simulated to increase by £201 million on Stage 1 and 2 exposures from the current level of £1,040 million. The simulation estimates the balance sheet ECL requirement as at 31 December 2019 and assumes that the economic variables associated with the Downside 2 scenario had been RBS’s base case economic assumption at that time.

·             The sensitivity of Personal portfolios to Downside 2 has reduced over time. This is mainly because compared to 2018, the path assumed for the unemployment rate in the Downside 2 scenario is lower. The RoI portfolio simulated uplift was more significant than on the other portfolios, reflecting the weight of mortgage assets in their personal lending portfolio, with the adverse movement in unemployment rates increasing the size of Stage 2. A similar effect was observed on the UK Personal Banking mortgage portfolio where the mortgage ECL was simulated to increase by just over 25%, and which impact is included within the overall Personal and Business banking, UK, simulated result.

·             The Upside 2 scenario indicates a slightly lower release to ECL for Personal and Business Banking, UK, and Wholesale compared to the Downside 2 uplift. This is intuitive given the shape of the Upside 2 economics and non-linearity of losses to the downside. The reduced Upside 2 impact on the RoI mortgage portfolio is reflective of currently favourable Irish economic conditions and portfolio composition. Further improvements in Irish macro economic variables are not expected to materially impact ECL in the RoI mortgage portfolio.

·             HPI scenario, the impact of a 20% fall in house prices was illustrated for Stage 1 and 2 ECL, where the impacts were relatively modest. Additionally, the HPI reduction impacts on the Stage 3 ECL for both UK and RoI have been shown specifically for this scenario, given the relevance to measurement sensitivity in Stage 3. The relationship between the required ECL and house price movements is expected to be nonlinear should the level of house prices reduce by more material amounts. For the RoI portfolio, a relatively modest increase in ECL is observed for this simulation driven by relatively low LTVs and LGD modelling changes in 2019. MES uplifts are not included in the single scenario simulations.

·             For Wholesale, the TTC scenario has the most significant impact on ECL highlighting that reverting to long run average PDs and LGDs is more severe than a switch to the Downside 2 scenario. Moving to TTC PDs requires an average PD uplift of almost 60%.

·             The TTC scenario shows a higher ECL impact compared to the Downside 2 scenario given the relative severity of the TTC view. Furthermore, the TTC scenario assumes the higher PDs remain heightened at TTC levels over the simulation period, thus driving higher losses across the latter years of the scenario period compared to Downside 2.

 

RBS – Annual Report on Form 20-F 2019

143

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities

Introduction

This section details the credit risk profile of RBS’s banking activities.

 

Refer to Accounting policy 13 and Note 14 on the consolidated accounts for revisions to policies and critical judgements relating to impairment loss determination.

 

Presentation of interest in suspense recoveries

In March 2019, the IFRS Interpretations Committee (IFRIC) issued an agenda decision on the presentation of unrecognised interest when a credit-impaired financial asset (commonly referred to as a Stage 3 financial asset) is subsequently paid in full or is no longer credit-impaired. This concluded that the difference arising from the additional interest recovered must be recognised as a reversal of impairment rather than within interest revenue. This affects both recognition and the reversal of the ECL allowance.

 

RBS Group changed its accounting policy in line with the IFRIC decision. Hence, the carrying amount of the financial assets within the scope of the provisions of the decision as well as the associated ECL allowance on the statement of financial position have been adjusted and the comparative period restated. The coverage ratio for the current and comparative periods have been adjusted and restated accordingly. There has been no restatement of the comparative period in statement of profit or loss on the grounds of materiality.

 

Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Financial instruments within the scope of the IFRS 9 ECL framework (audited)

Refer to Note 11 on the consolidated accounts for balance sheet analysis of financial assets that are classified as amortised cost (AC) or fair value through other comprehensive income (FVOCI), the starting point for IFRS 9 ECL framework assessment.

 

Financial assets

 

2019

2018*

£bn

£bn

Balance sheet total gross AC/FVOCI

484.3

471.5

In scope of IFRS 9 ECL framework

475.5

464.4

% in scope

98%

99%

Loans - in scope

340.0

320.3

Stage 1

305.5

286.0

Stage 2

27.9

26.1

Stage 3

6.6

8.2

Other financial assets - in scope

135.5

144.1

Stage 1

135.5

144.1

Out of scope of IFRS 9 ECL framework

8.8

7.1

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

The assets outside the IFRS 9 ECL framework were as follows:

·      Settlement balances, items in the course of collection, cash balances and other non-credit risk assets of £6.1 billion (2018 - £4.9 billion). These were assessed as having no ECL unless there was evidence that they were credit impaired.

·      Equity shares of £0.9 billion (2018 - £0.5 billion) as not within the IFRS 9 ECL framework by definition.

·      Fair value adjustments on loans hedged by interest rate swaps, where the underlying loan was within the IFRS 9 ECL scope – £1.1 billion (2018 - £0.9 billion).

·      RBS Group-originated securitisations, where ECL was captured on the underlying loans of £0.4 billion (2018 - £0.4 billion).

·      Commercial cards which operate in a similar manner to charge cards, with balances repaid monthly via mandated direct debit with the underlying risk of loss captured within the customer’s linked current account of £0.3 billion (2018 - £0.4 billion).

 

Contingent liabilities and commitments

In addition to contingent liabilities and commitments disclosed in Note 26 on the consolidated accounts – reputationally-committed limits, are also included in the scope of the IFRS 9 ECL framework. These are offset by £2.6 billion (2018 - £3.6 billion) out of scope balances primarily related to facilities that, if drawn, would not be classified as AC or FVOCI, or undrawn limits relating to financial assets exclusions. Total contingent liabilities (including financial guarantees) and commitments within IFRS 9 ECL scope of £127.9 billion (2018 - £168.9 billion) comprised Stage 1 £121.7 billion (2018 - £161.4 billion); Stage 2 £5.6 billion (2018 - £6.9 billion) and Stage 3 £0.6 billion (2018 - £0.6 billion).

 

RBS – Annual Report on Form 20-F 2019

144

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Portfolio summary – segment analysis (audited)

The table below shows gross loans and ECL, by segment and stage, within the scope of the IFRS 9 ECL framework.

 

UK Personal

Ulster

Commercial

Private

RBS

NatWest

Central items

Banking

Bank RoI

Banking

Banking

International

Markets

& other

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

Loans - amortised cost

Stage 1

144,513

18,544

88,100

14,956

14,834

9,273

15,282

305,502

Stage 2

13,558

1,642

11,353

587

545

180

3

27,868

Stage 3

1,902

2,037

2,162

207

121

169

6,598

Of which: individual

68

1,497

207

121

158

2,051

Of which: collective

1,902

1,969

665

11

4,547

159,973

22,223

101,615

15,750

15,500

9,622

15,285

339,968

ECL provisions (1)

Stage 1

114

29

152

7

4

10

6

322

Stage 2

467

53

214

7

6

5

752

Stage 3

823

693

1,021

29

21

131

2,718

Of which: individual

22

602

29

21

122

796

Of which: collective

823

671

419

9

1,922

1,404

775

1,387

43

31

146

6

3,792

ECL provisions coverage (2,3)

Stage 1 (%)

0.08

0.16

0.17

0.05

0.03

0.11

0.04

0.11

Stage 2 (%)

3.44

3.23

1.88

1.19

1.10

2.78

2.70

Stage 3 (%)

43.27

34.02

47.22

14.01

17.36

77.51

41.19

0.88

3.49

1.36

0.27

0.20

1.52

0.04

1.12

Impairment losses

ECL charge (4)

393

(34)

391

(6)

2

(51)

1

696

Stage 1

(90)

(37)

(66)

(14)

(5)

(212)

Stage 2

256

(35)

99

5

(8)

1

318

Stage 3

227

38

358

8

2

(43)

590

Of which: individual

328

8

2

(35)

303

Of which: collective

227

38

30

(8)

287

ECL loss rate - annualised (basis points) (3)

24.57

(15.30)

38.48

(3.81)

1.29

(53.00)

0.65

20.47

Amounts written-off

235

85

450

1

5

16

792

Of which: individual

5

345

1

5

16

372

Of which: collective

235

80

105

420

 

For the notes to this table refer to the following page.

 

RBS – Annual Report on Form 20-F 2019

145

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Portfolio summary – segment analysis (audited)

 

UK Personal

Ulster

Commercial

Private

Central items

Banking

Bank RoI

Banking

Banking

RBSI

NWM

& other

Total

2018*

£m

£m

£m

£m

£m

£m

£m

£m

Loans - amortised cost

Stage 1

134,836

17,822

91,034

13,750

13,383

8,196

6,964

285,985

Stage 2

13,245

2,080

9,518

531

289

407

27

26,097

Stage 3

1,988

2,476

2,574

233

108

795

8,174

Of which: individual

68

1,695

233

108

756

2,860

Of which: collective

1,988

2,408

879

39

5,314

150,069

22,378

103,126

14,514

13,780

9,398

6,991

320,256

ECL provisions (1)

Stage 1

101

36

129

14

6

7

4

297

Stage 2

431

115

198

10

4

14

772

Stage 3

677

808

1,068

27

23

179

2,782

Of which: individual

29

621

27

23

150

850

Of which: collective

677

779

447

29

1,932

1,209

959

1,395

51

33

200

4

3,851

ECL provisions coverage (2,3)

Stage 1 (%)

0.07

0.20

0.14

0.10

0.04

0.09

0.06

0.10

Stage 2 (%)

3.25

5.53

2.08

1.88

1.38

3.44

2.96

Stage 3 (%)

34.05

32.63

41.49

11.59

21.30

22.52

34.03

0.81

4.29

1.35

0.35

0.24

2.13

0.06

1.20

Impairment losses

ECL charge (4)

339

15

147

(6)

(2)

(92)

(3)

398

Stage 1

(75)

(7)

(29)

(5)

(3)

(23)

(1)

(143)

Stage 2

248

(2)

42

3

1

292

Stage 3

166

24

134

(1)

(2)

(70)

(2)

249

Of which: individual

1

167

(1)

(2)

(69)

(2)

94

Of which: collective

166

23

(33)

(1)

155

ECL loss rate - annualised (basis points) (3)

22.59

6.70

14.25

(4.13)

(1.45)

(97.89)

(4.29)

12.43

Amounts written-off

445

372

572

7

9

89

1,494

Of which: individual

5

189

7

9

62

272

Of which: collective

445

367

383

27

1,222

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)

Includes £4 million (2018 – £5 million) related to assets classified as FVOCI.

(2)

ECL provisions coverage is calculated as ECL provisions divided by loans - amortised cost.

(3)

ECL provisions coverage and ECL loss rates are calculated on third party loans and related ECL provisions and charge respectively.

(4)

Includes a £2 million charge (2018 – £3 million charge) related to other financial assets, of which a £1 million release (2018 – £1 million charge) related to assets classified as FVOCI; and nil (2018 – £31 million release) related to contingent liabilities.

(5)

The table above shows gross loans only and excludes amounts that are outside the scope of the ECL framework. Refer to page 144 for Financial instruments within the scope of the IFRS 9 ECL framework for further details. Other financial assets within the scope of the IFRS 9 ECL framework were cash and balances at central banks totalling £76.1 billion and debt securities of £59.4 billion (2018 – £87.2 billion and £57.0 billion respectively).

 

Key points

·             Total ECL provisions reduced slightly. The increase in Stage 1 ECL was more than offset by reductions in Stage 2 and Stage 3.

·             UK Personal Banking ECL provisions – The increase in Stage 1 and Stage 2 was a result of a combination of portfolio growth and also slight increases in PD reflective of small uplifts in actual default rates, as well as additional ECL raised due to on-going economic uncertainty. The rise in Stage 3 reflected the steady flow of new defaults which have increased slightly year-on-year, however, in unsecured lending the trend flattened in the second half of the year as a result of risk appetite tightening.

·             Ulster Bank RoI – the ECL reduction reflected the continued positive effects from the external environment as well as a residual benefit in 2019 from a 2018 debt sale.

·             Commercial Banking ECL provisions – ECL balances reduced slightly with increases in Stage 1 and Stage 2 offset by a decrease in Stage 3. Despite increased ECL charges, primarily due to a small number of material individual provisions, model enhancements and increased economic uncertainty, the ECL balance reduced as write-offs and repayments offset new charges. Stage 2 loans and advances increased primarily due to model enhancements and increases in exposures managed in the Risk of Credit Loss framework, leading to net transfers from Stage 1.

·             NatWest Markets ECL coverage reduced primarily driven by lower ECL balances, however, Stage 3 increased significantly following the disposal of one large purchased or originated credit impaired asset with no ECL.

·             Provision coverage reduced slightly overall with increases in Stage 3 coverage for both individual and collectively assessed exposures, offset by a slight decrease in Stage 2.

·             The impairment charge – for the year was £696 million, up from £398 million in 2018; primarily this reflected the transitioning from a very benign period towards a more normalised external credit environment as well as the impact of a small number of large individual commercial charges. The cost of risk at 20 basis points remained below RBS’s view of a normalised blended long-term loss rate of 30 to 40 basis points.

 

RBS – Annual Report on Form 20-F 2019

146

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Segmental loans and impairment metrics (audited)

The table below shows gross loans and ECL provisions, by days past due, by segment and stage, within the scope of the ECL framework.

 

Gross loans

ECL provisions (2)

Stage 2 (1)

Stage 2 (1)

 

 

Not past

 

 

 

 

 

 

 

Not past

 

 

 

 

 

Stage 1

due

1-29 DPD

>30 DPD

Total

Stage 3

Total

Stage 1

due

1-29 DPD

>30 DPD

Total

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK Personal Banking

144,513

11,921

1,034

603

13,558

1,902

159,973

114

375

45

47

467

823

1,404

Ulster Bank RoI

18,544

1,405

104

133

1,642

2,037

22,223

29

39

6

8

53

693

775

Personal (3)

10,858

944

96

105

1,145

1,877

13,880

12

20

6

6

32

591

635

Wholesale

7,686

461

8

28

497

160

8,343

17

19

2

21

102

140

Commercial Banking

88,100

10,837

254

262

11,353

2,162

101,615

152

195

12

7

214

1,021

1,387

Private Banking

14,956

478

63

46

587

207

15,750

7

6

1

7

29

43

Personal

11,630

180

60

41

281

192

12,103

3

2

1

3

23

29

Wholesale

3,326

298

3

5

306

15

3,647

4

4

4

6

14

RBS International

14,834

520

18

7

545

121

15,500

4

6

6

21

31

Personal

2,799

27

17

6

50

65

2,914

1

1

1

12

14

Wholesale

12,035

493

1

1

495

56

12,586

3

5

5

9

17

NatWest Markets

9,273

176

4

180

169

9,622

10

5

5

131

146

Central items & other

15,282

3

3

15,285

6

6

Total loans

305,502

25,340

1,477

1,051

27,868

6,598

339,968

322

626

63

63

752

2,718

3,792

of which:

Personal

169,800

13,072

1,207

755

15,034

4,036

188,870

130

398

51

54

503

1,449

2,082

Wholesale

135,702

12,268

270

296

12,834

2,562

151,098

192

228

12

9

249

1,269

1,710

2018*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK Personal Banking

134,836

11,442

1,079

725

13,245

1,988

150,069

 

101

339

44

48

431

677

1,209

Ulster Bank RoI

17,822

1,815

153

112

2,080

2,476

22,378

 

36

92

11

12

115

808

959

Personal (3)

11,059

1,211

142

105

1,458

2,296

14,813

 

13

62

11

12

85

673

771

Wholesale

6,763

604

11

7

622

180

7,565

 

23

30

30

135

188

Commercial Banking

91,034

8,801

286

430

9,518

2,574

103,126

 

129

182

8

8

198

1,068

1,395

Private Banking

13,750

307

73

151

531

233

14,514

 

14

4

1

5

10

27

51

Personal

10,803

125

58

25

208

211

11,222

 

5

2

1

3

24

32

Wholesale

2,947

182

15

126

323

22

3,292

 

9

2

5

7

3

19

RBS International

13,383

250

24

15

289

108

13,780

 

6

4

4

23

33

Personal

2,855

25

24

10

59

91

3,005

 

3

17

20

Wholesale

10,528

225

5

230

17

10,775

 

3

4

4

6

13

NatWest Markets

8,196

407

407

795

9,398

 

7

14

14

179

200

Central items & other

6,964

27

27

6,991

 

4

4

Total loans

285,985

23,049

1,615

1,433

26,097

8,174

320,256

 

297

635

64

73

772

2,782

3,851

of which:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

159,553

12,803

1,303

865

14,971

4,585

179,109

 

122

403

56

60

519

1,391

2,032

Wholesale

126,432

10,246

312

568

11,126

3,589

141,147

 

175

232

8

13

253

1,391

1,819

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

For the notes to this table refer to the following page.

 

RBS – Annual Report on Form 20-F 2019

147

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Segmental loans and impairment metrics (audited)

 

ECL provisions coverage

ECL

Stage 2 (1,2)

Not past

Total

Amounts

Stage 1

due

1-29 DPD

>30 DPD

Total

Stage 3

Total

charge

Loss rate

written-off

2019

%

%

%

%

%

%

%

£m

basis points

£m

UK Personal Banking

0.08

3.15

4.35

7.79

3.44

43.27

0.88

393

24.57

235

Ulster Bank RoI

0.16

2.78

5.77

6.02

3.23

34.02

3.49

(34)

(15.30)

85

Personal (3)

0.11

2.12

6.25

5.71

2.79

31.49

4.57

(16)

(11.53)

69

Wholesale

0.22

4.12

7.14

4.23

63.75

1.68

(18)

(21.57)

16

Commercial Banking

0.17

1.80

4.72

2.67

1.88

47.22

1.36

391

38.48

450

Private Banking

0.05

1.26

2.17

1.19

14.01

0.27

(6)

(3.81)

1

Personal

0.03

1.11

2.44

1.07

11.98

0.24

5

4.13

1

Wholesale

0.12

1.34

1.31

40.00

0.38

(11)

(30.16)

RBS International

0.03

1.15

1.10

17.36

0.20

2

1.29

5

Personal

0.04

3.70

2.00

18.46

0.48

5

Wholesale

0.02

1.01

1.01

16.07

0.14

2

1.59

NatWest Markets

0.11

2.84

2.78

77.51

1.52

(51)

(53.00)

16

Central items and other

0.04

0.04

1

0.65

Total loans

0.11

2.47

4.27

5.99

2.70

41.19

1.12

696

20.47

792

Of which:

Personal

0.08

3.04

4.23

7.15

3.35

35.90

1.10

382

20.23

310

Wholesale

0.14

1.86

4.44

3.04

1.94

49.53

1.13

314

20.78

482

2018*

UK Personal Banking

0.07

2.96

4.08

6.62

3.25

34.05

0.81

339

22.59

445

Ulster Bank RoI

0.20

5.07

7.19

10.71

5.53

32.63

4.29

15

6.70

372

Personal (3)

0.12

5.12

7.75

11.43

5.83

29.31

5.20

20

13.50

343

Wholesale

0.34

4.97

4.82

75.00

2.49

(5)

(6.61)

29

Commercial Banking

0.14

2.07

2.80

1.86

2.08

41.49

1.35

147

14.25

572

Private Banking

0.10

1.30

1.37

3.31

1.88

11.59

0.35

(6)

(4.13)

7

Personal

0.05

1.60

1.72

1.44

11.37

0.29

(6)

(5.35)

5

Wholesale

0.31

1.10

3.97

2.17

13.64

0.58

2

RBS International

0.04

1.60

1.38

21.30

0.24

(2)

(1.45)

9

Personal

0.11

18.68

0.67

2

6.66

9

Wholesale

0.03

1.78

1.74

35.29

0.12

(4)

(3.71)

NatWest Markets

0.09

3.44

3.44

22.52

2.13

(92)

(97.89)

89

Central items and other

0.06

0.06

(3)

(4.29)

Total loans

0.10

2.76

3.96

5.09

2.96

34.03

1.20

398

12.43

1,494

Of which:

Personal

0.08

3.15

4.30

6.94

3.47

30.34

1.13

354

19.76

776

Wholesale

0.14

2.26

2.56

2.29

2.27

38.76

1.29

44

3.12

718

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

 

(1)        30 DPD  – 30 days past due, the mandatory 30 days past due backstop is prescribed by IFRS 9 for significant increase in credit risk.

 

(2)        ECL provisions on contingent liabilities and commitments are included within the Financial assets section so as not to distort ECL coverage ratios.

 

(3)        Includes a £5 million release and a £3 million write off (2018 - £1 million charge and £3 million write-off) related to the business banking portfolio in Ulster Bank RoI.

 

Key points

 

·    UK Personal Banking and Ulster Bank RoI accounted for the vast majority of Personal provisions. In Ulster Bank RoI, Personal provisions were primarily driven by Stage 3 impairments in the legacy mortgage portfolio which continue to reduce reflecting improved customer engagement and the positive effects from the external economic environment. For UK Personal Banking, the year-on-year increase reflected a combination of portfolio growth and also slight increases in PD. This was primarily due to small uplifts in actual default rates, however, in unsecured lending the trend flattened in the second half of the year as a result of risk appetite tightening. Additional ECL was also raised as a result of the ongoing uncertain economic outlook. Provision coverage increased slightly.

 

·    The UK Personal Banking charge for the year of £393 million, 25 basis points, increased slightly year-on-year (2018  – 23 basis points) reflecting a slight rise in default rates and also lower recoveries and impairment benefits from debt sales.

 

·    In Ulster Bank RoI, there was a net impairment release of £34 million for the year driven by portfolio improvements, the impact of debt sales, write-backs on legacy defaulted stock and an IFRS 9 accounting adjustment for interest in suspense recoveries.

 

·     Commercial Banking accounted for the majority of Wholesale exposures. The Commercial Banking charge for the year of £391 million, 38 basis points, increased year-on-year (2018  – 14 basis points) primarily due to a small number of material individual provisions, model enhancements and increased economic uncertainty. Stage 3 provisions were the largest contributor to the overall ECL provisions which reduced during the year as increased charges for Stage 3 impairments were more than offset by higher write-offs and repayments. Provision coverage overall remained broadly stable with increases in Stage 3 coverage for both individual and collective assessments, offset by a slight decrease in Stage 2.

 

·    NatWest Markets impairment releases were primarily from legacy assets.

 

·    In performing exposures (Stage 1 and Stage 2), materially higher ECL provision was held in credit-deteriorated Stage 2 exposures than in Stage 1. This was in line with expectations and was also reflected in provision coverage levels.

 

·    The majority of Stage 2 exposures were less than 30 days past due. This was in line with expectations, since PD deterioration is the primary driver of credit deterioration.

 

·    The differing cover rates between the Personal and Wholesale portfolios largely reflected differences in asset mix, including security cover, and the differing effects of external environment events.

 

 

RBS – Annual Report on Form 20-F 2019

148

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

 

Portfolio summary – sector analysis (audited)

 

The table below shows financial assets and off-balance sheet exposures gross of ECL and related ECL provisions, impairment and past due by sector, asset quality and geographical region based on the country of operation of the customer.

 

Personal

Wholesale

Total

Credit

Other

Mortgages (1)

cards

personal

Total

Property

Corporate

FI

Sovereign

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Loans by geography

174,003

4,478

10,389

188,870

36,371

71,042

36,266

7,419

151,098

339,968

  - UK

160,431

4,383

10,176

174,990

33,644

58,666

22,564

3,479

118,353

293,343

  - RoI

13,572

95

213

13,880

1,310

4,169

513

3,167

9,159

23,039

  - Other Europe

921

4,350

5,120

328

10,719

10,719

  - RoW

496

3,857

8,069

445

12,867

12,867

Loans by asset quality (2,6)

174,003

4,478

10,389

188,870

36,371

71,042

36,266

7,419

151,098

339,968

  - AQ1

3,837

665

4,502

4,474

2,272

17,841

1,931

26,518

31,020

  - AQ2

2,866

2,866

2,490

496

1,763

1,780

6,529

9,395

  - AQ3

277

277

2,465

5,561

2,939

3,520

14,485

14,762

  - AQ4

92,520

375

625

93,520

6,574

14,660

9,979

41

31,254

124,774

  - AQ5

58,051

786

1,708

60,545

10,419

19,584

2,027

107

32,137

92,682

  - AQ6

5,253

1,211

3,344

9,808

5,809

13,470

811

3

20,093

29,901

  - AQ7

5,326

1,531

2,328

9,185

2,853

11,404

867

30

15,154

24,339

  - AQ8

1,379

393

792

2,564

302

1,478

20

2

1,802

4,366

  - AQ9

1,217

66

284

1,567

90

468

6

564

2,131

  - AQ10

3,277

116

643

4,036

895

1,649

13

5

2,562

6,598

Loans by stage

174,003

4,478

10,389

188,870

36,371

71,042

36,266

7,419

151,098

339,968

  - Stage 1

159,261

3,103

7,436

169,800

32,896

59,689

35,707

7,410

135,702

305,502

  - Stage 2

11,465

1,259

2,310

15,034

2,580

9,704

546

4

12,834

27,868

  - Stage 3

3,277

116

643

4,036

895

1,649

13

5

2,562

6,598

  - Of which: individual

235

21

256

646

1,137

7

5

1,795

2,051

  - Of which: collective

3,042

116

622

3,780

249

512

6

767

4,547

Loans - past due analysis (3,4)

174,003

4,478

10,389

188,870

36,371

71,042

36,266

7,419

151,098

339,968

  - Not past due

169,536

4,313

9,473

183,322

35,445

68,730

36,214

7,365

147,754

331,076

  - Past due 1-29 days

1,578

43

164

1,785

317

1,339

36

54

1,746

3,531

  - Past due 30-89 days

955

36

123

1,114

82

271

7

360

1,474

  - Past due 90-180 days

495

30

84

609

26

148

174

783

  - Past due >180 days

1,439

56

545

2,040

501

554

9

1,064

3,104

Loans - Stage 2

11,465

1,259

2,310

15,034

2,580

9,704

546

4

12,834

27,868

  - Not past due

9,798

1,204

2,070

13,072

2,466

9,266

534

4

12,270

25,342

  - Past due 1-29 days

1,050

29

128

1,207

49

214

5

268

1,475

  - Past due 30-89 days

617

26

112

755

65

224

7

296

1,051

Weighted average life**

   - ECL measurement (years)

9

2

6

5

6

6

3

1

6

6

Weighted average 12 months PDs**

  - IFRS 9 (%)

0.31

3.86

2.98

0.54

0.63

0.98

0.13

0.05

0.60

0.56

  - Basel (%)

0.81

3.59

3.75

1.03

0.96

1.25

0.20

0.07

0.83

0.94

ECL provisions by geography

964

261

857

2,082

494

1,181

28

7

1,710

3,792

  - UK

342

259

846

1,447

424

800

14

4

1,242

2,689

  - RoI

622

2

11

635

39

117

3

1

160

795

  - Other Europe

28

130

9

1

168

168

  - RoW

3

134

2

1

140

140

ECL provisions by stage

964

261

857

2,082

494

1,181

28

7

1,710

3,792

  - Stage 1

25

40

65

130

45

124

16

7

192

322

  - Stage 2

118

132

253

503

47

198

4

249

752

  - Stage 3

821

89

539

1,449

402

859

8

1,269

2,718

  - Of which: individual

24

11

35

236

521

4

761

796

  - Of which: collective

797

89

528

1,414

166

338

4

508

1,922

ECL provisions coverage (%)

0.55

5.83

8.25

1.10

1.36

1.66

0.08

0.09

1.13

1.12

  - Stage 1 (%)

0.02

1.29

0.87

0.08

0.14

0.21

0.04

0.09

0.14

0.11

  - Stage 2 (%)

1.03

10.48

10.95

3.35

1.82

2.04

0.73

1.94

2.70

  - Stage 3 (%)

25.05

76.72

83.83

35.90

44.92

52.09

61.54

49.53

41.19

ECL charge

25

104

253

382

33

283

(4)

2

314

696

  - UK

28

105

261

394

64

230

(4)

2

292

686

  - RoI

(3)

(1)

(8)

(12)

(2)

(16)

1

(17)

(29)

  - Other Europe

(29)

117

88

88

  - RoW

(48)

(1)

(49)

(49)

ECL loss rate (%)

0.01

2.32

2.44

0.20

0.09

0.40

(0.01)

0.03

0.21

0.20

Amounts written-off

78

76

156

310

250

219

13

482

792

 

**Not within audit scope

 

For the notes to this table refer to page 152.

 

 

RBS – Annual Report on Form 20-F 2019

149

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Portfolio summary – sector analysis (audited)

 

Personal

Wholesale

Credit

Other

Mortgages

cards

personal

Total

Property

Corporate

FI

Sovereign

Total

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Loans by residual maturity

174,003

4,478

10,389

188,870

36,371

71,042

36,266

7,419

151,098

339,968

 - <1 year

3,996

2,750

3,480

10,226

7,318

24,539

27,299

5,477

64,633

74,859

 - 1-5 year

8,771

1,728

5,769

16,268

19,774

31,215

7,922

1,164

60,075

76,343

 - 5 year

161,236

1,140

162,376

9,279

15,288

1,045

778

26,390

188,766

Other financial assets by asset quality (2)

110

12,185

123,170

135,465

135,465

  - AQ1-AQ4

110

11,742

122,906

134,758

134,758

  - AQ5-AQ8

441

264

705

705

  - AQ9

2

2

2

Off-balance sheet (5)

14,348

16,686

12,332

43,366

15,383

51,390

16,742

1,022

84,537

127,903

  - Loan commitments

14,345

16,686

12,285

43,316

14,739

47,883

15,417

1,021

79,060

122,376

  - Financial guarantees

3

47

50

644

3,507

1,325

1

5,477

5,527

Off-balance sheet by asset quality (2,5)

14,348

16,686

12,332

43,366

15,383

51,390

16,742

1,022

84,537

127,903

  - AQ1-AQ4

13,506

3,818

10,049

27,373

11,364

34,852

15,397

984

62,597

89,970

  - AQ5-AQ8

832

12,588

2,271

15,691

3,948

16,228

1,340

38

21,554

37,245

  - AQ9

1

4

12

17

11

49

4

64

81

  - AQ10

9

276

285

60

261

1

322

607

 

For the notes to this table refer to page 152.

 

 

RBS – Annual Report on Form 20-F 2019

150

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Portfolio summary – sector analysis (audited)

 

Personal

Wholesale

Total

Credit

Other

Mortgages (1)

Cards

personal

Total

Property

Corporate

FI

Sovereign

Total

2018*

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Loans by geography

165,302

4,218

9,589

179,109

36,790

72,370

25,020

6,967

141,147

320,256

  - UK

150,312

4,114

9,125

163,551

33,921

60,701

11,610

3,090

109,322

272,873

  - RoI

14,491

104

236

14,831

1,121

3,762

392

2,497

7,772

22,603

  - Other Europe

102

67

169

1,400

3,772

5,912

1,087

12,171

12,340

  - RoW

397

161

558

348

4,135

7,106

293

11,882

12,440

Loans by asset quality (2,6)

165,302

4,218

9,589

179,109

36,790

72,370

25,020

6,967

141,147

320,256

  -AQ1

2,324

473

2,797

4,854

1,294

7,284

2,753

16,185

18,982

  -AQ2

403

403

2,060

1,626

1,751

1,136

6,573

6,976

  -AQ3

1,442

1,442

2,196

5,098

2,305

2,884

12,483

13,925

  -AQ4

100,820

35

567

101,422

7,023

14,569

11,057

29

32,678

134,100

  -AQ5

42,091

1,029

2,509

45,629

9,171

20,056

1,388

121

30,736

76,365

  -AQ6

2,699

1,170

2,226

6,095

5,386

12,730

757

12

18,885

24,980

  -AQ7

8,663

1,504

2,314

12,481

3,959

13,403

417

27

17,806

30,287

  -AQ8

1,686

287

687

2,660

299

1,462

12

1

1,774

4,434

  - AQ9

1,287

69

239

1,595

74

359

5

438

2,033

  - AQ10

3,887

124

574

4,585

1,768

1,773

44

4

3,589

8,174

Loans by stage

165,302

4,218

9,589

179,109

36,790

72,370

25,020

6,967

141,147

320,256

  - Stage 1

149,760

2,851

6,942

159,553

33,145

61,844

24,502

6,941

126,432

285,985

  - Stage 2

11,655

1,243

2,073

14,971

1,877

8,753

474

22

11,126

26,097

  - Stage 3

3,887

124

574

4,585

1,768

1,773

44

4

3,589

8,174

of which: individual

266

35

301

1,304

1,232

23

2,559

2,860

of which: collective

3,621

124

539

4,284

464

541

21

4

1,030

5,314

Loans - past due analysis (3,4)

165,302

4,218

9,589

179,109

36,790

72,370

25,020

6,967

141,147

320,256

  - Not past due

160,222

4,027

8,749

172,998

35,451

69,869

24,397

6,923

136,640

309,638

  - Past due 1-29 days

1,727

69

180

1,976

271

1,397

604

42

2,314

4,290

  - Past due 30-89 days

1,064

40

105

1,209

273

349

11

2

635

1,844

  - Past due 90-180 days

659

30

70

759

57

90

1

148

907

  - Past due >180 days

1,630

52

485

2,167

738

665

7

1,410

3,577

Loans - Stage 2

11,655

1,243

2,073

14,971

1,877

8,753

474

22

11,126

26,097

  - Not past due

9,788

1,172

1,843

12,803

1,556

8,196

472

22

10,246

23,049

  - Past due 1-29 days

1,126

43

133

1,302

68

244

1

313

1,615

  - Past due 30-89 days

741

28

97

866

253

313

1

567

1,433

Weighted average life**

   - ECL measurement (years)

8

2

3

5

3

3

4

3

3

4

Weighted average 12 months PDs**

  - IFRS 9 (%)

0.32

4.03

2.77

0.54

0.75

0.97

0.14

0.06

0.75

0.62

  - Basel (%)

0.84

3.52

3.50

1.04

0.95

1.43

0.23

0.06

1.01

1.03

ECL provisions by geography

1,060

233

739

2,032

672

1,085

55

7

1,819

3,851

  - UK

316

230

715

1,261

585

665

31

4

1,285

2,546

  - RoI

744

3

24

771

50

156

2

1

209

980

  - Other Europe

27

71

19

1

118

118

  - RoW

10

193

3

1

207

207

ECL provisions by stage

1,060

233

739

2,032

672

1,085

55

7

1,819

3,851

  - Stage 1

23

38

61

122

43

111

14

7

175

297

  - Stage 2

151

120

248

519

40

203

10

253

772

  - Stage 3

886

75

430

1,391

589

771

31

1,391

2,782

of which: individual

27

14

41

358

432

19

809

850

of which: collective

859

75

416

1,350

231

339

12

582

1,932

ECL provisions coverage (%)

0.64

5.52

7.71

1.13

1.83

1.50

0.22

0.10

1.29

1.20

  - Stage 1 (%)

0.02

1.33

0.88

0.08

0.13

0.18

0.06

0.10

0.14

0.10

  - Stage 2 (%)

1.30

9.65

11.96

3.47

2.13

2.32

2.11

2.27

2.96

  - Stage 3 (%)

22.79

60.48

74.91

30.34

33.31

43.49

70.45

38.76

34.03

ECL charge

57

87

210

354

30

13

3

(2)

44

398

  - UK

38

88

207

333

31

9

6

(2)

44

377

  - RoI

19

(1)

3

21

(1)

(3)

(1)

(5)

16

  - Other Europe

8

(2)

6

6

  - RoW

(1)

(1)

(1)

ECL loss rate (%)

0.03

2.06

2.19

0.20

0.08

0.02

0.01

(0.03)

0.03

0.12

Amounts written-off

368

79

329

776

292

395

31

718

1,494

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

**Not within audit scope.

 

 

 

For the notes to this table refer to the following page.

 

RBS – Annual Report on Form 20-F 2019

151

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Portfolio summary – sector analysis (audited)

 

Personal

Wholesale

Credit

Other

Mortgages

cards

personal

Total

Property

Corporate

FI

Sovereign

Total

Total

2018*

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Loans by residual maturity

165,302

4,218

9,589

179,109

36,790

72,370

25,020

6,967

141,147

320,256

 - <1 year

11,260

919

4,966

17,145

9,555

29,860

17,608

6,362

63,385

80,530

 - 1-5 year

35,233

3,299

3,820

42,352

18,839

30,815

6,170

245

56,069

98,421

 - 5 year

118,809

803

119,612

8,396

11,695

1,242

360

21,693

141,305

Other financial assets by asset quality (2)

105

652

8,838

134,546

144,141

144,141

  - AQ1-AQ4

105

10

8,110

134,546

142,771

142,771

  - AQ5-AQ8

642

721

1,363

1,363

  - AQ9

4

4

4

  - AQ10

3

3

3

Off-balance sheet (5)

13,228

16,613

12,229

42,070

16,044

52,730

28,761

29,277

126,812

168,882

  - Loan commitments

13,228

16,613

12,229

42,070

15,335

48,569

26,684

29,276

119,864

161,934

  - Financial guarantees

709

4,161

2,077

1

6,948

6,948

Off-balance sheet by asset quality (2,5)

13,228

16,613

12,229

42,070

16,044

52,730

28,761

29,277

126,812

168,882

  - AQ1-AQ4

12,116

422

9,103

21,641

11,945

36,134

27,364

29,262

104,705

126,346

  - AQ5-AQ8

1,101

15,900

3,116

20,117

3,928

16,390

1,397

15

21,730

41,847

  - AQ9

1

8

10

19

6

46

52

71

  - AQ10

10

283

293

165

160

325

618

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)

Includes a portion of secured lending in Private Banking, in line with ECL calculation methodology.

(2)

AQ bandings are based on Basel PDs and mapping is as follows:

 

 

 

Internal asset quality
band

Probability of default
range

Indicative S&P
rating

 

 

AQ1

0% - 0.034%

AAA to AA

 

 

AQ2

0.034% - 0.048%

AA to AA-

 

 

AQ3

0.048% - 0.095%

A+ to A

 

 

AQ4

0.095% - 0.381%

BBB+ to BBB-

 

 

AQ5

0.381% - 1.076%

BB+ to BB

 

 

AQ6

1.076% - 2.153%

BB- to B+

 

 

AQ7

2.153% - 6.089%

B+ to B

 

 

AQ8

6.089% - 17.222%

B- to CCC+

 

 

AQ9

17.222% - 100%

CCC to C

 

 

AQ10

100%

D

 

 

 

 

£0.3 billion (2018 – £0.3 billion) of AQ10 Personal balances primarily relate to loan commitments, the draw down of which is effectively prohibited.

(3)

30 DPD – 30 days past due, the mandatory 30 days past due backstop as prescribed by the IFRS 9 guidance for significant increase in credit risk.

(4)

Days past due – Personal products: at a high level, for amortising products, the number of days past due is derived from the arrears amount outstanding and the monthly repayment instalment. For credit cards, it is based on payments missed, and for current accounts the number of continual days in excess of borrowing limit. Wholesale products: the number of days past due for all products is the number of continual days in excess of borrowing limit.

(5)

Off-balance sheet exposures are managed in line with regulatory requirements. Therefore, any change in regulatory treatment is considered a business change. The decrease of £41.0 billion during the year primarily relates to revision of the treatments of nostros in line with the CRR requirements.

(6)

AQ10 includes £0.6 billion (2018 - £0.6 billion) of RoI mortgages which are not currently considered defaulted for capital calculation purposes for RoI but included in Stage 3.

 

Wholesale forbearance

The table below shows Wholesale forbearance, Heightened Monitoring and Risk of Credit Loss by sector. Personal forbearance is disclosed on page 155.

 

FI

Property

Sovereign

Other corporate

Total

2019

£m

£m

£m

£m

£m

Forbearance (flow)

35

546

2,254

2,835

Forbearance (stock)

35

675

3,223

3,933

Heightened Monitoring and Risk of Credit Loss

107

1,209

4,207

5,523

2018

Forbearance (flow)

14 

305 

— 

2,247 

2,566 

Forbearance (stock)

15 

477 

— 

2,756 

3,248 

Heightened Monitoring and Risk of Credit Loss

100 

503 

16 

4,145 

4,764 

 

RBS – Annual Report on Form 20-F 2019

152

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

 

Portfolio summary – sector analysis (audited)

 

Key points

 

·           Geography – The vast majority of exposures were in the UK and the Republic of Ireland. Other exposures in Europe and the rest of the world were Wholesale in nature. Mortgages, the vast majority of which are in the UK, accounted for more than half of the total exposure.

 

·           Asset quality – Measured against RBS’s asset quality scale, 53% of lending exposure was rated in the AQ1-AQ4 bands at 31 December 2019, compared to 54% in 2018. This equated to an indicative investment rating of BBB- or above. Specifically, 54% of Personal (2018 – 59%) and 52% of Wholesale lending exposure (2018 – 48%) were in the AQ1-AQ4 category respectively. The movement in Personal was primarily driven by UK mortgages, with a movement in assets from AQ4-AQ5, which was reflective of a slight increase in the portfolio default rate from a low level that included the effect of the natural seasoning of strong business growth in prior years.

 

·           Loans by stage The percentage of exposures in Stage 2, significantly credit deteriorated, remained broadly unchanged in the year at 8.2% (2018 – 8.1%). Stage 3 assets, which align to AQ10, represented 1.9% of total exposures, and was down in the year (2018 – 2.6%). Similar to 2018, the Personal portfolio had a higher proportion of unsecured lending assets in Stage 2 than the mortgage portfolio. The percentage of the Wholesale portfolio in Stage 2 and Stage 3 was similar to that in the Personal portfolio.

 

·           Loans – Past due analysis – The vast majority of assets overall were not past due, with the Stage 2 classification driven primarily by changes in lifetime PD. (For further detail, refer to the Significant increase in credit risk section). In mortgages, the majority of assets past due by more than 180 days were in Ulster Bank RoI reflecting their legacy mortgage portfolio and the residual effects from the financial crisis. In other Personal, the relatively high level of exposures past due by more than 90 days reflected the fact that impaired assets can be held on balance sheet with commensurate ECL provision for up to six years after default. Similarly, in the Wholesale portfolio, impaired assets can be held on the balance sheet for a significant period of time while restructuring and recovery processes are concluded.

 

·           Weighted average 12 months PDs – In Wholesale, Basel PDs, which are based on a through-the-cycle approach, tend to be higher than point-in-time best estimate IFRS 9 PDs, reflecting the current state in the economic cycle, and also an element of conservatism in the regulatory capital framework. In Personal, the Basel PDs, which are point-in-time estimates, tend to be higher, also reflecting conservatism, higher in mortgages than other products, and an element of default rate under-prediction in the IFRS 9 PD models. This has been mitigated by ECL overlays (refer to Governance and post model adjustments on page 141) The IFRS 9 PD for credit cards was higher than the Basel equivalent and reflected the relative sensitivity of the IFRS 9 model to forward-looking economic drivers. PDs overall remained broadly stable. The rise in other personal was reflective of slight increases in default rates addressed by risk appetite tightening. Overall Wholesale PDs slightly improved compared with the prior year, primarily driven by reductions in the property sector.

 

·           ECL provision by geography – In line with exposures by geography, the vast majority of ECL related to exposures in the UK and the Republic of Ireland. The ECL in the Republic of Ireland, was mainly in Stage 3 impaired assets in the legacy Ulster Bank RoI mortgage portfolio which reduced during the year.

 

·           ECL provision by stage and coverage – The majority of ECL by value was in Stage 3 impaired, with similar seen in both Personal and Wholesale. Provision coverage was progressively higher by stage reflecting the lifetime nature of losses in both Stage 2 and Stage 3. In the Personal portfolio, provision coverage was materially lower in mortgages relative to credit cards and other Personal, reflecting the secured nature of the facilities. For Wholesale exposures, security and enterprise value mitigated against losses in Stage 3. At a total Wholesale level, the Stage 3 provision coverage increased versus 2018. In Ulster Bank RoI, the reduction in Stage 3 ECL reflected improved customer engagement and the positive effects from the external economic environment as well as a residual benefit in 2019 from a 2018 debt sale.

 

·           The ECL Impairment charge for the year was £696 million up from £398 million in 2018; primarily this reflected the transitioning from a very benign period towards a more normalised external credit environment as well as the impact of a small number of large individual commercial charges. The cost of risk at 20 basis points remained below RBS’s view of a normalised blended long-term loss rate of 30 to 40 basis points.

 

·           Other financial assets by asset qualityConsisting almost entirely of cash and balances at central banks and debt securities, these assets were mainly within the AQ1-AQ4 category.

 

·           Off-balance sheet exposures by asset quality – For Personal exposures, undrawn exposures were reflective of available credit lines in credit cards and current accounts. Additionally, the mortgage portfolio had undrawn exposure, where a formal offer had been made to a customer but had not yet been drawn down. There was also a legacy portfolio of flexible mortgages where a customer had the right and ability to draw down further funds. The asset quality distribution in mortgages remained heavily weighted to the highest quality bands AQ1-AQ4, with credit card concentrated in the risk bands AQ5-AQ8. In Wholesale, the significant majority of undrawn exposure, relating mainly to loan commitments, was in the AQ1-AQ4 category.

 

·           Forbearance – Completed forbearance flow in 2019 for Wholesale was £2.8 billion (2018 – £2.6 billion). Forbearance granted in the property sector increased to £546 million (2018 – £305 million), driven by individually significant exposures. Retail and Leisure forbearance flow increased to £535 million (2018 – £425 million). Of the forbearance that completed during the year, £1.3 billion (2018 – £1.1 billion) related to payment concessions and £1.5 billion (2018 – £1.4 billion) related to non-payment concessions. Forbearance stock increased by £0.7 billion, from £3.2 billion to £3.9 billion, primarily due to an increase in forborne exposure in the transport, property, services and retail and leisure sectors. Both flow and stock volumes were lower than in 2018.

 

·           Heightened Monitoring and Risk of Credit Loss – Exposure increased to £5.5 billion (2018 – £4.8 billion). Exposure in the property sector increased to £1.2 billion (2018 – £0.5 billion) driven by individually significant exposures. Individual case numbers in the property sector and across the Heightened Monitoring and Risk of Credit Loss portfolio in its entirety were marginally lower, despite the economic uncertainty during the year.

 

 

RBS – Annual Report on Form 20-F 2019

153

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Credit risk enhancement and mitigation (audited)

The table below shows exposures of modelled portfolios within the scope of the ECL framework and related credit risk enhancement and mitigation (CREM).

 

Gross

Maximum credit risk

CREM by type

CREM coverage

Exposure post CREM

exposure

ECL

Total

 Stage 3

Financial (1)

Property

Other (2)

Total

Stage 3

Total

Stage 3

2019

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

Financial assets

Cash and balances at central banks

76.1

76.1

76.1

Loans - amortised cost (3)

340.0

3.8

336.2

3.9

11.5

212.1

28.3

251.9

3.4

84.3

0.5

  Personal (4)

188.9

2.1

186.8

2.6

0.1

172.7

172.8

2.4

14.0

0.2

  Wholesale (5)

151.1

1.7

149.4

1.3

11.4

39.4

28.3

79.1

1.0

70.3

0.3

Debt securities

59.4

59.4

59.4

Total financial assets

475.5

3.8

471.7

3.9

11.5

212.1

28.3

251.9

3.4

219.8

0.5

Contingent liabilities and commitments

  Personal (6,7)

43.4

43.4

0.3

4.4

4.4

39.0

0.3

  Wholesale

84.5

84.5

0.3

0.6

6.3

6.3

13.2

71.3

0.3

Total off-balance sheet

127.9

127.9

0.6

0.6

10.7

6.3

17.6

110.3

0.6

Total exposure

603.4

3.8

599.6

4.5

12.1

222.8

34.6

269.5

3.4

330.1

1.1

2018*

Financial assets

Cash and balances at central banks

87.2

87.2

87.2

Loans - amortised cost (3)

320.2

3.8

316.4

5.4

4.1

202.1

27.3

233.5

4.8

82.9

0.6

  Personal (4)

179.1

2.0

177.1

3.2

164.1

164.1

3.0

13.0

0.2

  Wholesale (5)

141.1

1.8

139.3

2.2

4.1

38.0

27.3

69.4

1.8

69.9

0.4

Debt securities

57.0

57.0

57.0

Total financial assets

464.4

3.8

460.6

5.4

4.1

202.1

27.3

233.5

4.8

227.1

0.6

Contingent liabilities and commitments

  Personal (6,7)

42.1

42.1

0.3

4.9

4.9

37.2

0.3

  Wholesale

126.8

126.8

0.3

0.6

5.9

6.1

12.6

114.2

0.3

Total off-balance sheet

168.9

168.9

0.6

0.6

10.8

6.1

17.5

151.4

0.6

Total exposure

633.3

3.8

629.5

6.0

4.7

212.9

33.4

251.0

4.8

378.5

1.2

 

*2018 data has been restated for a change to presentation of unrecognised interest, refer to Accounting policy 1, Other amendments to IFRS, for further details. Also restated for the inclusion of non-modelled portfolios, primarily Private Banking and RBS International mortgage portfolios and associated CREM amounts.

 

Notes:

(1)        Includes cash and securities collateral.

(2)        Includes guarantees, charges over trade debtors, other asset finance related physical collateral as well as the amount by which credit risk exposure is reduced through netting arrangements, mainly cash management pooling, which give RBS a legal right to set off the financial asset against a financial liability due to the same counterparty.

(3)        RBS holds collateral in respect of individual loans – amortised cost to banks and customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant and equipment; inventories and trade debtors; and guarantees of lending from parties other than the borrower. RBS obtains collateral in the form of securities in reverse repurchase agreements. Collateral values are capped at the value of the loan.

(4)        Stage 3 mortgage exposures have relatively limited uncovered exposure reflecting the security held. On unsecured credit cards and other personal borrowing, the residual uncovered amount reflects historical experience of continued cash recovery post default through on-going engagement with customers.

(5)        Stage 3 exposures post credit risk enhancement and mitigation in wholesale mainly represent enterprise value and the impact of written down collateral values; an individual assessment to determine ECL will consider multiple scenarios and in some instances allocate a probability weighting to a collateral value in excess of the written down value.

(6)        £0.3 billion (2018 £0.3 billion) Personal Stage 3 balances primarily relate to loan commitments, the draw down of which is effectively prohibited.

(7)        The Personal gross exposure value includes £9.6 billion (2018 £7.9 billion) in respect of pipeline mortgages where a committed offer has been made to a customer but where the funds have not yet been drawn down. When drawn down, the exposure would be covered by a security over the borrower’s property.

 

 

RBS – Annual Report on Form 20-F 2019

154

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Personal portfolio (audited)

Disclosures in the Personal portfolio section include drawn exposure (gross of provisions).

 

2019

2018*

UK Personal

Ulster

Private

RBS

UK Personal

Ulster

Private

RBS

Personal lending

Banking

Bank RoI

Banking

International

Total

Banking

Bank RoI

Banking

International

Total

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Mortgages

147,489

13,598

9,955

2,620

173,662

138,250

14,503

9,089

2,687

164,529

Of which:

  Owner occupied

132,698

12,593

8,714

1,747

155,752

122,642

13,235

7,959

1,784

145,620

  Buy-to-let

14,791

1,005

1,241

874

17,911

15,608

1,268

1,130

903

18,909

  Interest only - variable

6,279

165

3,646

371

10,461

8,358

188

3,874

489

12,909

  Interest only - fixed

12,891

9

4,604

241

17,745

12,229

12

3,639

187

16,067

  Mixed (1)

6,288

61

1

20

6,370

6,036

69

2

18

6,125

  Impairment provisions (2)

309

622

13

11

955

282

743

12

19

1,056

Other personal lending (3)

12,778

308

1,767

280

15,133

11,633

331

1,678

55

13,697

Impairment provisions (2)

1,087

13

16

1

1,117

920

26

21

1

968

Total personal lending

160,267

13,906

11,722

2,900

188,795

149,883

14,834

10,767

2,742

178,226

Mortgage LTV ratios

  - Total portfolio

57%

60%

57%

58%

57%

56%

62%

56%

58%

57%

    - Stage 1

57%

57%

57%

57%

57%

56%

58%

56%

57%

56%

    - Stage 2

58%

67%

60%

64%

59%

58%

67%

58%

55%

59%

    - Stage 3

55%

73%

70%

80%

66%

55%

77%

58%

99%

69%

  - Buy-to-let

53%

61%

54%

53%

54%

53%

64%

53%

53%

54%

    - Stage 1

52%

57%

54%

53%

52%

53%

58%

53%

52%

53%

    - Stage 2

57%

69%

57%

51%

59%

57%

72%

53%

57%

60%

    - Stage 3

59%

75%

58%

66%

67%

58%

78%

68%

75%

72%

Gross new mortgage lending (4)

31,857

1,184

2,112

355

35,508

29,555

1,015

1,846

353

32,769

Of which:

Owner occupied

30,779

1,175

1,889

248

34,091

28,608

1,005

1,689

241

31,543

Weighted average LTV

69%

75%

65%

71%

69%

69%

73%

62%

68%

69%

Buy-to-let

1,078

10

222

107

1,417

947

11

157

112

1,227

Weighted average LTV

60%

58%

60%

63%

60%

61%

57%

55%

61%

60%

Interest only - variable rate

56

688

4

748

43

697

13

753

Interest only - fixed rate

1,275

993

51

2,319

1,189

764

43

1,996

Mixed (1)

1,074

1

4

1,079

912

1

913

Forbearance flow

450

177

4

5

636

446

212

11

16

685

Forbearance stock

1,212

2,229

2

11

3,454

1,338

2,778

8

17

4,141

  Current

623

1,149

1

9

1,782

724

1,327

6

14

2,071

  1-3 months in arrears

338

157

1

496

350

268

1

619

  > 3 months in arrears

251

923

1

1

1,176

264

1,183

2

3

1,452

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

Notes:

(1)        Includes accounts which have an interest only sub-account and a capital and interest sub-account to provide a more comprehensive view of interest only exposures.

(2)        For UK Personal Banking this excludes a non-material amount of provisions held on relatively small legacy portfolios.

(3)        Comprises unsecured lending except for Private Banking, which includes both secured and unsecured lending. It excludes loans that that are commercial in nature.

(4)        UK Personal Banking excludes additional lending to existing customers.

 

Key points

·              The overall credit risk profile of the Personal portfolio, and its performance against credit risk appetite, remained stable during 2019.

·              Total mortgage lending grew by £9.1 billion with new lending partly offset by redemptions and repayments.

·              New mortgage lending was higher than in 2018. The existing mortgage stock and new business were closely monitored against agreed risk appetite parameters. These included LTV ratios, buy-to-let concentrations, new-build concentrations and credit quality. Underwriting standards were maintained during the period.

·              Owner occupied and buy-to-letMortgage growth was driven by the owner occupied portfolio. New mortgages in the buy-to-let portfolio remained subdued as tax and regulatory changes in the UK reduced borrower activity.

·              LTVs The new lending and the mortgage portfolio weighted average LTV ratio remained stable, reflecting slower UK house price growth.

·              Interest onlyBy value, the proportion of mortgages on interest only and mixed terms (capital and interest only) reduced. This was driven by low proportions of buy to-let and owner occupied interest only new business.

·              Regional mortgage analysis 43% of the stock of lending was in Greater London and the South East (2018 – 42%). The average weighted LTV for these regions was 53% (2018 – 51%) compared to 57% for all regions.

·              Interest rate profile 86% of customers in the UK Personal Banking mortgage portfolio were on fixed rates (58% on five-year deals). In addition, 99% of all new mortgage completions were fixed-rate deals (57% of these were five-year deals).

·              Other lending UK Personal Banking balances continued to increase, up 9.8%, with growth observed across both credit card and loan portfolios.

·              Provisions The decrease in mortgage provision was primarily due to reduced provisioning requirements in Ulster Bank RoI, reflected improved customer engagement and the continued positive effects from the external environment. In Other personal, the increase was primarily a result of Stage 3 assets and reflected the steady flow of new defaults which increased slightly year-on-year, however, in unsecured lending the trend flattened in the second half of the year as a result of risk appetite tightening.

·              Other lending asset quality Overall new lending quality was stable in 2019, with observed deterioration in loans addressed by management actions. Credit card new business quality improved in 2019 due to the introduction of credit enhancements to online marketing controls and new product offers.

 

RBS – Annual Report on Form 20-F 2019

155

 

 

 


 

Capital and risk management

 

 

 

Credit risk – Banking activities continued

Personal portfolio (audited)

Mortgage LTV distribution by stage

The table below shows gross mortgage lending and related ECL by LTV band. Mortgage lending not within the scope of IFRS 9 ECL reflected portfolios carried at fair value.

 

Mortgages

ECL provisions

ECL provisions coverage (2)

 

 

 

 

Not within

 

 

 

 

 

 

 

 

 

 

 

 

IFRS 9

Of which:

UK Personal Banking

 

 

 

 ECL

 

gross new

 

 

 

 

 

 

 

 

 

 

Stage 1

Stage 2

Stage 3

scope

Total

lending

 

Stage 1

Stage 2

Stage 3

Total (1)

 

Stage 1

Stage 2

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

≤50%

47,746

3,375

511

159

51,791

4,661

2

19

90

111

0.6

17.6

0.2

>50% and ≤70%

47,224

3,804

463

91

51,582

8,723

3

29

68

100

0.8

14.7

0.2

>70% and ≤80%

23,235

1,568

150

39

24,992

8,366

2

14

26

42

0.9

17.1

0.2

>80% and ≤90%

14,030

1,111

85

25

15,251

8,675

2

12

18

32

1.1

20.5

0.2

>90% and ≤100%

3,401

174

20

15

3,610

1,208

1

4

5

10

2.5

25.4

0.3

>100% and ≤110%

42

34

8

1

85

2

2

4

0.1

5.1

25.3

4.4

>110% and ≤130%

47

38

7

1

93

2

2

4

0.1

6.1

33.5

5.0

>130% and ≤150%

19

22

6

1.0

48

1

2

3

0.1

6.3

27.7

6.5

>150%

3

6

3

12

2

2

0.1

6.5

45.7

15.2

Total with LTVs

135,747

10,132

1,253

332

147,464

31,633

10

83

215

308

0.8

17.0

0.2

Other

21

3

1

25

224

1

1

0.1

4.2

81.2

3.2

Total

135,768

10,135

1,254

332

147,489

31,857

10

83

216

309

0.8

17.1

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018*

≤50%

47,111 

3,423 

516 

153 

51,203 

4,779 

2

16

98

116

0.5

19.0

0.2

>50% and ≤70%

44,037 

3,632 

459 

49 

48,177 

8,535 

2

23

60

85

0.6

13.0

0.2

>70% and ≤80%

20,345 

1,490 

135 

15 

21,985 

7,434 

1

11

17

29

0.7

12.4

0.1

>80% and ≤90%

12,733 

1,118 

81 

12 

13,944 

7,524 

2

12

12

26

1.1

15.4

0.2

>90% and ≤100%

2,343 

178 

24 

2,552 

1,104 

1

4

4

9

2.4

18.5

0.4

>100% and ≤110%

57 

35 

101 

— 

2

2

4

0.1

4.6

21.6

3.4

>110% and ≤130%

53 

41 

105 

— 

2

2

4

0.1

5.4

22.4

4.0

>130% and ≤150%

23 

23 

— 

52 

— 

1

1

2

0.1

6.2

20.5

5.2

>150%

— 

15 

— 

1

1

2

0.1

6.2

26.4

9.1

Total with LTVs

126,705 

9,949 

1,241 

239 

138,134 

29,376 

8

72

197

277

0.7

15.9

0.2

Other

96 

13 

116 

179 

1

3

4

4.7

81.9

3.6

Total

126,801 

9,962 

1,245 

242 

138,250 

29,555 

8

73

200

281

0.7

16.1

0.2

 

 

Mortgages

 

ECL provisions

 

ECL provisions coverage (2)

Ulster Bank RoI

Not within

Of which:

IFRS 9 ECL

gross new

Stage 1

Stage 2

Stage 3

scope

Total

lending

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

≤50%

4,107

308

475

4,890

107

4

7

97

108

0.1

2.3

20.5

2.2

>50% and ≤70%

3,382

274

409

4,065

231

3

7

90

100

0.1

2.6

22.0

2.5

>70% and ≤80%

1,381

151

219

1,751

356

2

4

60

66

0.1

3.0

27.5

3.8

>80% and ≤90%

1,132

145

217

1,494

484

1

5

76

82

0.1

3.0

35.1

5.5

>90% and ≤100%

381

102

188

671

3

1.0

3

72

76

0.2

2.9

38.6

11.3

>100% and ≤110%

167

57

151

375

2

2

67

69

0.3

3.5

44.0

18.4

>110% and ≤130%

82

36

152

270

1

2

78

80

0.3

4.9

51.3

29.7

>130% and ≤150%

8

3

46

57

30

30

0.6

4.1

64.7

51.9

>150%

7

3

15

25

11

11

0.3

8.2

71.4

44.6

Total with LTVs

10,647

1,079

1,872

13,598

1,184

11

30

581

622

0.1

2.8

31.0

4.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018*

≤50%

3,818

374

465

4,657

109

1

5

41

47

1.4

8.9

1.0

>50% and ≤70%

3,567

365

475

4,407

235

2

10

63

75

2.7

13.3

1.7

>70% and ≤80%

1,564

190

260

2,014

356

1

11

70

82

0.1

5.5

27.0

4.1

>80% and ≤90%

1,059

183

295

1,537

306

2

15

106

123

0.2

8.3

35.7

8.0

>90% and ≤100%

570

153

284

1,007

3

2

17

121

140

0.4

11.1

42.7

13.9

>100% and ≤110%

197

80

229

506

5

2

10

107

119

0.9

12.8

46.6

23.5

>110% and ≤130%

51

35

205

291

1

6

110

116

0.8

16.6

53.8

40.0

>130% and ≤150%

5

5

46

56

1

29

30

0.3

19.1

63.3

53.8

>150%

10

3

15

28

1

10

11

2.1

27.2

66.3

40.1

Total with LTVs

10,841

1,388

2,274

14,503

1,015

10

76

657

743

0.1

5.4

28.9

5.1

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)

Excludes a non-material amount of provisions held on relatively small legacy portfolios.

(2)

ECL provisions coverage is ECL provisions divided by mortgages.

 

Key point

 

·           ECL coverage rates increase through the LTV bands with both UK Personal Banking and Ulster Bank RoI having only limited exposures in the highest LTV bands. The relatively high coverage level in the lowest LTV band for UK Personal Banking included the effect of time-discounting on expected recoveries. Additionally, this also reflected the modelling approach that recognised an element of expected loss on mortgages that are not subject to formal repossession activity.

 

RBS – Annual Report on Form 20-F 2019

156

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Personal portfolio (audited)

UK Personal Banking Mortgage LTV distribution by region

 

50%

80%

100%

Weighted

≤50%

≤80%

≤100%

≤150%

>150%

Total

average LTV

Other

Total

Total

2019

£m

£m

£m

£m

£m

£m

%

£m

£m

%

South East

14,175

19,390

3,920

7

37,492

56

7

37,499

25

Greater London

13,199

10,496

1,504

4

25,203

49

4

25,207

17

Scotland

3,395

5,946

1,726

3

11,070

60

1

11,071

8

North West

4,449

8,420

1,524

4

14,397

58

2

14,399

10

South West

4,482

7,374

1,391

5

13,252

57

2

13,254

9

West Midlands

3,086

6,109

1,520

5

10,720

60

1

10,721

7

Rest of the UK

9,004

18,839

7,276

198

13

35,330

63

8

35,338

24

Total

51,790

76,574

18,861

226

13

147,464

57

25

147,489

100

 

 

 

 

 

 

 

 

 

 

 

2018

South East

14,699 

17,147 

2,843 

— 

34,697 

53 

27 

34,724 

25 

Greater London

12,928 

9,614 

1,298 

— 

23,843 

48 

19 

23,862 

17 

Scotland

3,205 

5,612 

1,844 

11 

— 

10,672 

60 

10,680 

North West

4,163 

7,756 

1,970 

— 

13,895 

59 

12 

13,907 

10 

South West

4,231 

6,843 

1,292 

— 

12,374 

57 

12,383 

West Midlands

3,036 

5,642 

1,192 

— 

9,874 

58 

9,881 

Rest of the UK

8,942 

17,548 

6,056 

217 

16 

32,779 

62 

34 

32,813 

24 

Total

51,204 

70,162 

16,495 

257 

16 

138,134 

56 

116 

138,250 

100 

 

 

Commercial real estate (CRE)

The CRE portfolio comprises exposures to entities involved in the development of, or investment in, commercial and residential properties (including house builders but excluding housing associations, construction and the building materials sub sector). The sector is reviewed regularly by senior executive committees. Reviews include portfolio credit quality, capital consumption and control frameworks. All disclosures in the CRE section are based on current exposure (gross of provisions and risk transfer). Current exposure is defined as: loans; the amount drawn under a credit facility plus accrued interest; contingent obligations; the issued amount of the guarantee or letter of credit; derivatives – the mark-to-market value, netted where netting agreements exist and net of legally enforceable collateral.

 

 

2019

 

2018*

By geography and sub sector (1)

UK

RoI

Other

Total

UK

RoI

Other

Total

£m

£m

£m

£m

£m

£m

£m

£m

Investment

Residential (2)

4,507

462

27

4,996

4,437

363

54

4,854

Office (3)

2,916

183

83

3,182

2,891

164

651

3,706

Retail (4)

5,277

63

62

5,402

5,173

40

97

5,310

Industrial (5)

2,457

18

115

2,590

2,272

51

176

2,499

Mixed/other (6)

3,672

187

56

3,915

3,229

180

128

3,537

18,829

913

343

20,085

18,002

798

1,106

19,906

 

 

 

 

 

 

 

 

 

 

Development

Residential (2)

2,464

165

5

2,634

2,732

122

124

2,978

Office (3)

78

17

95

192

192

Retail (4)

134

2

1

137

95

7

1

103

Industrial (5)

85

2

87

119

2

12

133

Mixed/other (6)

16

2

18

32

2

34

2,777

188

6

2,971

3,170

133

137

3,440

Total

21,606

1,101

349

23,056

21,172

931

1,243

23,346

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

 

(1)

Geographical splits are based on country of collateral risk.

(2)

Properties including houses, flats and student accommodation.

(3)

Properties including offices in central business districts, regional headquarters and business parks.

(4)

Properties including high street retail, shopping centres, restaurants, bars and gyms.

(5)

Properties including distribution centres, manufacturing and warehouses.

(6)

Properties that do not fall within the other categories above. Mixed generally relates to a mixture of retail/office with residential.

 

RBS – Annual Report on Form 20-F 2019

157

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Commercial real estate (CRE)

CRE LTV distribution by stage (audited)

The table below shows CRE current exposure and related ECL by LTV band.

 

 

Current exposure (gross of provisions) (1,2)

 

ECL provisions

 

ECL provisions coverage (4)

Not within

IFRS 9 ECL

Stage 1

Stage 2

Stage 3

scope (3)

Total

Stage 1

Stage 2

Stage 3

Total (1)

Stage 1

Stage 2

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

≤50%

8,787

468

40

837

10,132

8

8

11

27

0.1

1.7

27.5

0.3

>50% and ≤70%

4,945

252

148

846

6,191

7

6

33

46

0.1

2.4

22.3

0.9

>70% and ≤80%

269

38

51

9

367

1

1

19

21

0.4

2.6

37.3

5.9

>80% and ≤90%

61

19

15

2

97

1

3

4

5.3

20.0

4.2

>90% and ≤100%

50

81

22

1

154

2

15

17

2.5

68.2

11.1

>100% and ≤110%

18

13

52

83

5

5

9.6

6.0

>110% and ≤130%

20

26

46

1

93

1

16

17

3.8

34.8

18.5

>130% and ≤150%

3

6

18

27

7

7

38.9

25.9

>150%

63

6

37

106

1

24

25

16.7

64.9

23.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total with LTVs

14,216

909

429

1,696

17,250

16

20

133

169

0.1

2.2

31.0

1.1

Total portfolio average LTV%

46%

55%

101%

48%

48%

Other (5)

658

149

123

1,905

2,835

5

4

54

63

0.8

2.7

43.9

6.8

Development (6)

2,377

272

144

178

2,971

8

4

73

85

0.3

1.5

50.7

3.0

Total

17,251

1,330

696

3,779

23,056

29

28

260

317

0.2

2.1

37.4

1.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018*

≤50%

8,229

245

54

795

9,323

7

4

16

27

0.1

1.6

29.6

0.3

>50% and ≤70%

4,769

297

80

703

5,849

6

6

16

28

0.1

2.0

20.0

0.5

>70% and ≤80%

394

43

35

6

478

1

1

10

12

0.3

2.3

28.6

2.5

>80% and ≤90%

55

11

26

2

94

7

7

26.9

7.6

>90% and ≤100%

31

7

22

1

61

9

9

40.9

15.0

>100% and ≤110%

53

4

16

73

6

6

37.5

8.2

>110% and ≤130%

22

3

116

4

145

27

27

23.3

19.1

>130% and ≤150%

6

10

11

27

1

5

6

10.0

45.5

22.2

>150%

30

6

48

84

1

35

36

16.7

72.9

42.9

Total with LTVs

13,589

626

408

1,511

16,134

14

13

131

158

0.1

2.1

32.1

1.1

Total portfolio average LTV%

45%

56%

114%

48%

47%

Other (5)

2,655

133

799

185

3,772

4

5

65

74

0.2

3.8

8.1

2.1

Development (6)

2,865

205

196

174

3,440

11

3

98

112

0.4

1.5

50.0

3.4

Total

19,109

964

1,403

1,870

23,346

29

21

294

344

0.2

2.2

21.0

1.6

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

 

(1)

Comprises gross lending, interest rate hedging derivatives and other assets carried at fair value that are managed as part of the overall CRE portfolio.

(2)

The exposure in Stage 3 mainly related to legacy assets.

(3)

Includes exposures relating to non-modelled portfolios and other exposures carried at fair value, including derivatives.

(4)

ECL provisions coverage is ECL provisions divided by current exposure.

(5)

Relates mainly to business banking, rate risk management products and unsecured corporate lending. The low Stage 3 ECL provisions coverage was driven by a single large exposure, which has been written down to the expected recoverable amount.

(6)

Relates to the development of commercial and residential properties. LTV is not a meaningful measure for this type of lending activity.

 

 

Key points (audited)

 

·       Overall – The majority of the CRE portfolio was managed in the UK within Commercial Banking and Private Banking. Business appetite and strategy remain aligned across the segments.

 

·       2019 trends – Portfolio exposure reduced slightly during 2019, with new business and refinance activity lower than in previous years. CRE retail capital values have continued to decline in 2019.

 

·       The retail property market continued to be affected by structural change which resulted in a significant number of CVA’s and material capital value falls. In contrast, the office and industrial sectors remained generally positive with solid demand and stable or rising values. An unfavourable Brexit remains the key risk, most notably to the London office market. The mainstream residential housing market was relatively resilient, however a continual slowing of sales was evident particularly for properties above the Help to Buy threshold. Price growth slowed, with some areas softening, most notably in London and the Southeast.

 

·       Credit quality Heightened Monitoring inflows are stable from a volume perspective but have increased in value due to some larger CRE retail exposures that have entered the framework. The sub-sector was monitored on a regular basis and despite the challenges in the sub-sector, the CRE retail portfolio had a manageable default rate, with a limited number of new defaults.

 

·       Risk appetite – Lending criteria for commercial real estate are considered conservative, with lower leverage required for new London office originations and most parts of the retail sector.

 

 

RBS – Annual Report on Form 20-F 2019

158

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

The flow statements that follow show the main ECL and related income statement movements. They also show the changes in ECL as well as the changes in related financial assets used in determining ECL. Due to differences in scope, exposures in this section may therefore differ from those reported in other tables in the credit risk section, principally in relation to exposures in Stage 1 and Stage 2. These differences do not have a material ECL impact. Other points to note:

 

·         Financial assets include treasury liquidity portfolios, comprising balances at central banks and debt securities, as well as loans. Both modelled and non-modelled portfolios are included.

 

·         Stage transfers (for example, exposures moving from Stage 1 to Stage 2) are a key feature of the ECL movements, with the net re-measurement cost of transitioning to a worse stage being a primary driver of income statement charges. Similarly, there is an ECL benefit for accounts improving stage.

 

·         Changes in risk parameters shows the reassessment of the ECL within a given stage, including any ECL overlays and residual income statement gains or losses at the point of write-off or accounting write-down.

 

·         Other (P&L only items) includes any subsequent changes in the value of written-down assets (for example, fortuitous recoveries) along with other direct write-off items such as direct recovery costs. Other (P&L only items) affects the income statement but does not affect balance sheet ECL movements.

 

·         Amounts written-off represent the gross asset written-down against accounts with ECL, including the net asset write-down for debt sale activity.

 

·         There were small ECL flows from Stage 3 to Stage 1. This does not however indicate that accounts returned from Stage 3 to Stage 1 directly. On a similar basis, there were flows from Stage 1 to Stage 3 including transfers due to unexpected default events. The small number of write-offs in Stage 1 and Stage 2 reflect the effect of portfolio debt sales and also staging at the start of the analysis period.

 

·         RBS continues to hold post model adjustments (PMAs) on a temporary basis ahead of the underlying model parameter changes being implemented, as well as on certain portfolio segments where management judge additional ECL is required. The impact of any change in PMAs during the year is reported under changes in risk parameters, as are any impacts arising from changes to the underlying models. Refer to the Governance and post model adjustments section for further details.

 

·         Reporting enhancements since 31 December 2018, now mean all movements are captured monthly and aggregated. Previously, for example, the main Personal portfolios were prepared on a six month movement basis. Additionally, as noted earlier, interest suspended post default is now included within Stage 3 ECL, with 2018 data restated. The movement in the value of suspended interest during the year is reported under currency translation and other adjustments.

 

Stage 1

Stage 2

Stage 3

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

RBS Group total

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

422,541

297

27,360

772

8,251

2,782

458,152

3,851

Currency translation and other adjustments

(5,660)

(4)

(196)

(5)

(57)

(40)

(5,913)

(49)

Transfers from Stage 1 to Stage 2

(28,289)

(112)

28,289

112

Transfers from Stage 2 to Stage 1

20,558

317

(20,558)

(317)

Transfers to Stage 3

(441)

(3)

(3,167)

(241)

3,608

244

Transfers from Stage 3

411

40

1,306

118

(1,717)

(158)

  Net re-measurement of ECL on stage transfer

(276)

572

574

870

  Changes in risk parameters (model inputs)

(43)

(187)

304

74

  Other changes in net exposure

19,485

107

(4,399)

(67)

(2,164)

(107)

12,922

(67)

  Other (P&L only items)

(181)

(181)

Income statement (releases)/charges

(212)

318

590

696

Amounts written-off

(1)

(1)

(5)

(5)

(786)

(786)

(792)

(792)

Unwinding of discount

(95)

(95)

At 31 December 2019

428,604

322

28,630

752

7,135

2,718

464,369

3,792

Net carrying amount

428,282

27,878

4,417

460,577

At 1 January 2018

419,038

262

29,637

621

10,595

3,565

459,270

4,448

2018 movements

3,503

35

(2,277)

151

(2,344)

(783)

(1,118)

(597)

At 31 December 2018*

422,541

297

27,360

772

8,251

2,782

458,152

3,851

Net carrying amount

422,244

26,588

5,469

454,301

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

2018 movements included transfers from Stage 1 to Stage 2 of £18,416 million (ECL – £52 million), transfers from Stage 2 to Stage 1 of £13,723 million (ECL – £228 million), transfers into Stage 3 of £3,042 million (ECL – £111 million) and transfers from Stage 3 of £2,795 million (ECL – £179 million). An additional ECL of £487 million was recognised as a result of these cumulative transfers. It also included amounts written-off of £1,494 million.

 

RBS – Annual Report on Form 20-F 2019

159

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

Stage 1

Stage 2

Stage 3

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

UK Personal Banking - mortgages

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

127,671

10

10,241

74

1,286

202

139,198

286

Currency translation and other adjustments

21

21

21

21

Transfers from Stage 1 to Stage 2

(7,536)

(1)

7,536

1

Transfers from Stage 2 to Stage 1

5,866

15

(5,866)

(15)

Transfers to Stage 3

(14)

(662)

(20)

676

20

Transfers from Stage 3

21

1

409

32

(430)

(33)

  Net re-measurement of ECL on stage transfer

(15)

31

15

31

  Changes in risk parameters (model inputs)

2

(6)

58

54

  Other changes in net exposure

9,617

(1,375)

(11)

(247)

(15)

7,995

(26)

  Other (P&L only items)

(28)

(28)

Income statement (releases)/charges

(13)

14

30

31

Amounts written-off

(17)

(17)

(17)

(17)

Unwinding of discount

(36)

(36)

At 31 December 2019

135,625

12

10,283

86

1,289

215

147,197

313

Net carrying amount

135,613

10,197

1,074

146,884

At 1 January 2018

124,180

11

10,621

64

1,353

157

136,154

232

2018 movements

3,491

(1)

(380)

10

(67)

45

3,044

54

At 31 December 2018*

127,671

10

10,241

74

1,286

202

139,198

286

Net carrying amount

127,661

10,167

1,084

138,912

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated  accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·         The increase in ECL in Stage 1 and Stage 2 was reflective of portfolio growth and also due to a slight increase in the portfolio default rate from a low level that included the effect of the natural seasoning of strong business growth in prior years. The rise in Stage 2 also included the effect of a small increase in ECL related to forward-looking economic uncertainty.

 

·         ECL transfers from Stage 3 to Stage 1 and Stage 2 were higher than those in unsecured lending, due to the higher cure activity typically seen in mortgages.

 

·         In Stage 3, the increase included the effect of an accounting methodology change relative to the treatment of interest suspended post default. The value of suspended interest is now reported within the ECL balance and has naturally grown during the year. Under IAS 39, low LTV exposures continued to have interest recognised to income rather than being suspended; under IFRS 9 from the start of 2018, all Stage 3 mortgages irrespective of LTV have interest suspended. The value of suspended interest within the reported ECL is therefore expected to naturally grow over the initial years of IFRS 9, until it reaches a steady state.

 

·         In Stage 3, the ECL cost within changes in risk parameters reflected the monthly assessment of the loss requirement, capturing underlying portfolio movements.

 

·         Write-off occurs once the repossessed property has been sold and there is a residual shortfall balance remaining outstanding. Write-off would typically be within five years from default but can be longer.

 

RBS – Annual Report on Form 20-F 2019

160

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

Stage 1

Stage 2

Stage 3

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

UK Personal Banking - credit cards

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

2,632

36

1,226

118

108

73

3,966

227

Transfers from Stage 1 to Stage 2

(1,265)

(25)

1,265

25

Transfers from Stage 2 to Stage 1

1,056

74

(1,056)

(74)

Transfers to Stage 3

(20)

(123)

(40)

143

40

Transfers from Stage 3

9

6

(9)

(6)

  Net re-measurement of ECL on stage transfer

(53)

154

55

156

  Changes in risk parameters (model inputs)

(24)

(74)

8

(90)

  Other changes in net exposure

401

30

(75)

16

(39)

287

46

  Other (P&L only items)

(7)

(7)

Income statement (releases)/charges

(47)

96

56

105

Amounts written-off

(76)

(76)

(76)

(76)

Unwinding of discount

(6)

(6)

At 31 December 2019

2,804

38

1,246

131

127

88

4,177

257

Net carrying amount

2,766

1,115

39

3,920

At 1 January 2018

2,841

52

997

94

105

75

3,943

221

2018 movements

(209)

(16)

229

24

3

(2)

23

6

At 31 December 2018*

2,632

36

1,226

118

108

73

3,966

227

Net carrying amount

2,596

1,108

35

3,739

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·         ECL increased overall during the period. In Stage 3, the natural flow of new defaults, which reduced slightly year-on-year, have been higher than customer repayments and debt write-offs. The sale of Stage 3 impaired debt in 2018 reduced the ongoing business-as-usual flow of write-offs, and the level of debt sales in 2019 was significantly lower than in 2018.

 

·         The rise in Stage 2 ECL included the effect of an increase in ECL related to forward-looking economic uncertainty.

 

·         The portfolio continued to experience cash recoveries after write-off which are reported in other (P&L only items). These benefited the income statement without affecting ECL. The level was lower compared to the prior year reflecting the debt sales executed in 2018.

 

·         Charge-off (analogous to partial write-off) typically occurs after 12 missed payments.

 

RBS – Annual Report on Form 20-F 2019

161

 

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

Stage 1

Stage 2

Stage 3

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

UK Personal Banking - other personal unsecured

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

5,073

54

1,970

239

503

402

7,546

695

Currency translation and other adjustments

(1)

(1)

(1)

(1)

4

4

2

2

Transfers from Stage 1 to Stage 2

(2,527)

(42)

2,527

42

Transfers from Stage 2 to Stage 1

1,292

82

(1,292)

(82)

Transfers to Stage 3

(11)

(332)

(105)

343

105

Transfers from Stage 3

4

1

38

14

(42)

(15)

  Net re-measurement of ECL on stage transfer

(62)

229

112

279

  Changes in risk parameters (model inputs)

9

(46)

79

42

  Other changes in net exposure

1,587

22

(660)

(38)

(61)

(9)

866

(25)

  Other (P&L only items)

(39)

(39)

Income statement (releases)/charges

(31)

145

143

257

Amounts written-off

(139)

(139)

(139)

(139)

Unwinding of discount

(21)

(21)

At 31 December 2019

5,417

63

2,250

252

608

518

8,275

833

Net carrying amount

5,354

1,998

90

7,442

At 1 January 2018

4,518

46

1,790

164

705

582

7,013

792

2018 movements

555

8

180

75

(202)

(180)

533

(97)

At 31 December 2018*

5,073

54

1,970

239

503

402

7,546

695

Net carrying amount

5,019

1,731

101

6,851

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated  accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·         The overall increase in ECL was primarily in Stage 3, including the effect of a modest increase in the rate of default during the year, however, the trend flattened in the second half of the year as a result of risk appetite tightening. Additionally, there was a loss rate model adjustment that increased ECL.

 

·         In addition, the sale of Stage 3 impaired debt in 2018 reduced the ongoing business-as-usual flow of write-offs, with the actual value of debts sales in 2019 also lower than the prior year.

 

·         The increase in Stage 1 and Stage 2 balances and ECL was a result of a combination of portfolio growth and a small increase in default rates being reflected in slightly increased ECL requirements.

 

·         The portfolio continued to experience cash recoveries after write-off which are reported in other (P&L only items). These benefited the income statement without affecting ECL. The level was lower compared to the prior year reflecting the debt sales executed in 2018.

 

·         Write-off occurs once recovery activity with the customer has been concluded and there are no further recoveries expected, but no later than six years after default.

 

RBS – Annual Report on Form 20-F 2019

162

 

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

Stage 1

Stage 2

Stage 3

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

Ulster Bank RoI - mortgages

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

10,782

11

1,394

75

2,278

657

14,454

743

Currency translation and other adjustments

(548)

(1)

(63)

(2)

(91)

(18)

(702)

(21)

Transfers from Stage 1 to Stage 2

(1,329)

(4)

1,329

4

Transfers from Stage 2 to Stage 1

1,480

22

(1,480)

(22)

Transfers to Stage 3

(40)

(2)

(278)

(27)

318

29

Transfers from Stage 3

13

294

33

(307)

(33)

  Net re-measurement of ECL on stage transfer

(17)

2

4

(11)

  Changes in risk parameters (model inputs)

2

(30)

27

(1)

  Other changes in net exposure

245

(110)

(1)

(266)

(9)

(131)

(10)

  Other (P&L only items)

19

19

Income statement (releases)/charges

(15)

(29)

41

(3)

Amounts written-off

(2)

(2)

(57)

(57)

(59)

(59)

Unwinding of discount

(19)

(19)

At 31 December 2019

10,603

11

1,084

30

1,875

581

13,562

622

Net carrying amount

10,592

1,054

1,294

12,940

At 1 January 2018

10,650

8

1,532

72

3,167

881

15,349

961

2018 movements

132

3

(138)

3

(889)

(224)

(895)

(218)

At 31 December 2018*

10,782

11

1,394

75

2,278

657

14,454

743

Net carrying amount

10,771

1,319

1,621

13,711

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the  consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·

The overall ECL reduction reflected the completion of the remainder of Ulster Bank RoI’s 2018 sale of non-performing loans in H1 2019 and ongoing improvements in underlying portfolio performance.

 

 

·

The transfers into Stage 3 were reflective of the implementation of the broader Stage 3 definition, with £230 million of exposures re-classified as Stage 3 assets under the new definition.

 

 

·

The reduction in Stage 2 ECL was driven by the implementation of the broader Stage 3 definition and the re-allocation of post-model adjustments to Stage 3 assets.

 

 

·

Write-off generally occurs once the repossessed property has been sold and there is a residual shortfall balance remaining outstanding which has been deemed irrecoverable. There is no set time period within which write-offs can occur.

 

RBS – Annual Report on Form 20-F 2019

163

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

Commercial Banking - excluding business banking

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

81,485

108

9,393

155

2,473

900

93,351

1,163

Currency translation and other adjustments

(527)

(73)

(1)

58

(18)

(542)

(19)

Inter-group transfers

(454)

(1)

(45)

(1)

16

(500)

15

Transfers from Stage 1 to Stage 2

(12,165)

(25)

12,165

25

Transfers from Stage 2 to Stage 1

7,679

69

(7,679)

(69)

Transfers to Stage 3

(233)

(1)

(1,382)

(23)

1,615

24

Transfers from Stage 3

315

31

451

15

(766)

(46)

  Net re-measurement of ECL on stage transfer

(82)

84

298

300

  Changes in risk parameters (model inputs)

(1)

(6)

86

79

  Other changes in net exposure

3,150

25

(1,825)

(9)

(708)

(43)

617

(27)

  Other (P&L only items)

(20)

(20)

Income statement (releases)/charges

(58)

69

321

332

Amounts written-off

(391)

(391)

(391)

(391)

Unwinding of discount

(7)

(7)

At 31 December 2019

79,250

123

11,005

171

2,280

819

92,535

1,113

Net carrying amount

79,127

10,834

1,461

91,422

At 1 January 2018

90,999

64

9,651

117

3,861

1,213

104,511

1,394

2018 movements

(9,514)

44

(258)

38

(1,388)

(313)

(11,160)

(231)

At 31 December 2018*

81,485

108

9,393

155

2,473

900

93,351

1,163

Net carrying amount

81,377

9,238

1,573

92,188

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·

ECL decreased overall with write-offs exceeding the level of impairment charges on new into default cases.

 

 

·

Increases in Stage 1 and Stage 2 ECL were offset by write-offs in Stage 3.

 

 

·

Improvements in underlying risk metrics which are reflected in changes to risk parameters in Stage 1 and Stage 2 were offset by model enhancements and increases related to economic uncertainty.

 

 

·

The distribution of assets across stages remained broadly in line with 2018, with model enhancements and increases in exposures managed in the Risk of Credit Loss framework driving the majority of the net movement from Stage 1 to Stage 2.

 

 

·

Stage 3 income statement charges increased compared to 2018. This was primarily due to a small number of individually significant impairment charges which also affected the transfers to Stage 3.

 

 

·

For loans that are individually assessed for impairment, the timing of write-off is determined on a case-by-case basis. Such loans are reviewed regularly and write-offs are prompted by bankruptcy, insolvency, renegotiation and similar events.

 

RBS – Annual Report on Form 20-F 2019

164

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

Commercial - business banking

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

6,303

22

897

43

245

163

7,445

228

Currency translation and other adjustments

3

3

3

3

Transfers from Stage 1 to Stage 2

(924)

(6)

924

6

Transfers from Stage 2 to Stage 1

680

20

(680)

(20)

Transfers to Stage 3

(17)

(144)

(21)

161

21

Transfers from Stage 3

7

2

27

7

(34)

(9)

  Net re-measurement of ECL on stage transfer

(19)

50

60

91

  Changes in risk parameters (model inputs)

4

(12)

36

28

  Other changes in net exposure

289

5

(257)

(8)

(60)

(13)

(28)

(16)

  Other (P&L only items)

(50)

(50)

Income statement (releases)/charges

(10)

30

33

53

Amounts written-off

(58)

(58)

(58)

(58)

Unwinding of discount

(3)

(3)

At 31 December 2019

6,338

28

767

45

257

200

7,362

273

Net carrying amount

6,310

722

57

7,089

At 1 January 2018

6,505

29

684

29

268

224

7,457

282

2018 movements

(202)

(7)

213

14

(23)

(61)

(12)

(54)

At 31 December 2018*

6,303

22

897

43

245

163

7,445

228

Net carrying amount

6,281

854

82

7,217

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the  consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·

The ECL increase overall was mainly due to an uplift in Stage 3 reflective of loss rate model adjustments. The flow of new defaults increased in 2019 compared to 2018 reflecting an uplift in default rates (particularly for low value, unsecured lending which represented 18% of stock), which has been addressed through a tightening of risk appetite.

 

 

·

Stage 1 ECL increased slightly. Stage 2 ECL remained broadly unchanged despite the reduction in Stage 2 exposure, and included the effect of an increase in ECL relating to economic uncertainty.

 

 

·

The portfolio continued to benefit from cash recoveries post write-off, which are reported as other (P&L only items).

 

 

·

Write-off occurs once recovery activity with the customer has been concluded and there are no further recoveries expected, but no later than five years after default.

 

RBS – Annual Report on Form 20-F 2019

165

 

 


 

Capital and risk management

 

 

 

Credit risk Banking activities continued

Flow statements (audited)

 

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Financial

Financial

Financial

Financial

assets

ECL

assets

ECL

assets

ECL

assets

ECL

NatWest Markets (1)

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2019

32,758

7

732

14

775

179

34,265

200

Currency translation and other adjustments

(1,394)

(16)

(27)

(14)

(1,437)

(14)

Inter-group transfers

324

1

72

1

(16)

396

(14)

Transfers from Stage 1 to Stage 2

(235)

235

Transfers from Stage 2 to Stage 1

464

2

(464)

(2)

  Net re-measurement of ECL on stage transfer

(2)

1

(1)

  Changes in risk parameters (model inputs)

(4)

(2)

(6)

  Other changes in net exposure

975

6

(371)

(9)

(549)

55

(3)

  Other (P&L only items)

(41)

(41)

Income statement releases

(8)

(43)

(51)

Amounts written-off

(16)

(16)

(16)

(16)

At 31 December 2019

32,892

10

188

5

183

131

33,263

146

Net carrying amount

32,882

183

52

33,117

At 1 January 2018

9,089

2

1,276

42

456

190

10,821

234

2018 movements

23,669

5

(544)

(28)

319

(11)

23,444

(34)

At 31 December 2018*

32,758

7

732

14

775

179

34,265

200

Net carrying amount

32,751

718

596

34,065

 

*2018 data has been restated for a change to reportable segments and a change to presentation of unrecognised interest. Refer to Note 4 on the consolidated accounts and Accounting policy 1, Other amendments to IFRS, for further details.

 

Note:

(1)

Reflects the NatWest Markets segment and includes NWM N.V..

 

Key points

 

·

Stage 3 financial assets included £4 million (2018 – £166 million) purchased or originated credit impaired (POCI) assets. No ECL impairment was held on these positions and a £35 million impairment recovery was recognised on these POCI assets during the year (included in other (P&L only items)).

 

 

·

The reduction in Stage 3 exposure was mainly due to the resolution and closure of one significant asset.

 

 

·

Changes to risk parameters and the reduction in Stage 2 exposure during the year reflected an improvement in underlying credit risk metrics.

 

 

·

Continued exit from legacy assets resulted in a net release of ECL provision.

 

RBS – Annual Report on Form 20-F 2019

166

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Stage 2 decomposition – arrears status and contributing factors

The tables below show Stage 2 decomposition for the Personal and Wholesale portfolios.

 

UK mortgages

RoI mortgages

Other mortgages

Credit cards

Other

Total

Loans

ECL

Loans

ECL

Loans

ECL

Loans

ECL

Loans

ECL

Loans

ECL

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Personal

Currently in arrears (>30 DPD)

528

14

21

3

16

6

92

19

657

42

Currently up-to-date

9,860

73

1,056

28

1,243

126

2,218

234

14,377

461

 - PD deterioration

4,184

60

208

15

727

92

1,482

188

6,601

355

 - Up-to-date, PD persistence

1,812

5

252

4

422

20

540

29

3,026

58

 - Other driver (adverse credit, forbearance etc)

3,864

8

596

9

94

14

196

17

4,750

48

Total Stage 2

10,388

87

1,077

31

1,259

132

2,310

253

15,034

503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currently in arrears (>30 DPD)

658

10

 

90

10

 

3

 

17

6

 

88

22

 

856

48

Currently up-to-date

9,612

65

 

1,292

66

 

 

1,226

114

 

1,985

226

 

14,115

471

 - PD deterioration

3,855

55

 

680

44

 

 

778

85

 

1,255

177

 

6,568

361

 - Up-to-date, PD persistence

1,448

5

 

54

1

 

 

337

17

 

440

26

 

2,279

49

 - Other driver (adverse credit, forbearance etc)

4,309

5

 

558

21

 

 

111

12

 

290

23

 

5,268

61

Total Stage 2

10,270

75

 

1,382

76

 

3

 

1,243

120

 

2,073

248

 

14,971

519

 

Key point

 

·           Overall, Stage 2 balances remained broadly stable with some variances by product type. The reduction in the Other driver category reflected an enhancement to the treatment of certain credit bureau data items. As expected, ECL coverage was higher on accounts that are more than 30 days past due. Also, in line with expectations, up-to-date accounts exhibiting PD deterioration have a higher ECL coverage than accounts in Stage 2 for other reasons.

 

Property

Corporate

FI

Other

Total

Loans

ECL

Loans

ECL

Loans

ECL

Loans

ECL

Loans

ECL

2019

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Wholesale

Currently in arrears (>30 DPD)

57

2

219

6

7

283

8

Currently up-to-date

2,523

45

9,485

192

539

4

4

12,551

241

 - PD deterioration

1,386

28

6,083

144

368

3

3

7,840

175

 - Up-to-date, PD persistence

45

1

183

5

2

230

6

 - Other driver (adverse credit, forbearance etc)

1,092

16

3,219

43

169

1

1

4,481

60

Total Stage 2

2,580

47

9,704

198

546

4

4

12,834

249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currently in arrears (>30 DPD)

255

7

 

315

5

 

1

 

 

571

12

Currently up-to-date

1,622

33

 

8,438

198

 

473

10

 

22

 

10,555

241

 - PD deterioration

924

23

 

5,564

139

 

281

6

 

8

 

6,777

168

 - Up-to-date, PD persistence

57

1

 

170

5

 

4

 

 

231

6

 - Other driver (adverse credit, forbearance etc)

641

9

 

2,704

54

 

188

4

 

14

 

3,547

67

Total Stage 2

1,877

40

 

8,753

203

 

474

10

 

22

 

11,126

253

 

Key points

 

·           Overall, Stage 2 ECL balances remained broadly stable. Coverage can vary across categories or sectors reflecting the individual characteristics of the customer and exposure type.

 

·           The increase in exposures reported as Stage 2 was due to model enhancements and increases in exposures managed in the Risk of Credit Loss framework, which led to a net transfer of balances from Stage 1.

 

RBS – Annual Report on Form 20-F 2019

167

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Stage 2 decomposition by a significant increase in credit risk trigger

 

UK mortgages

RoI mortgages

Other mortgages

Credit cards

Other

Total

2019

£m

%

£m

%

£m

%

£m

%

£m

%

£m

%

Personal trigger (1)

PD movement

4,583

44.0

223

20.7

742

59.0

1,538

66.6

7,086

47.1

PD persistence

1,815

17.5

252

23.4

422

33.5

542

23.5

3,031

20.2

Adverse credit bureau recorded with credit

  reference agency

3,236

31.2

59

4.7

102

4.4

3,397

22.6

Forbearance support provided

163

1.6

3

0.3

10

0.4

176

1.2

Customers in collections

137

1.3

74

6.9

3

0.2

36

1.6

250

1.7

Other reasons (2)

339

3.3

525

48.7

33

2.6

56

2.4

953

6.3

Days past due >30

115

1.1

26

1.1

141

0.9

10,388

100.0

1,077

100.0

1,259

100.0

2,310

100.0

15,034

100.0

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal trigger (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PD movement

4,273

41.6

 

767

55.6

 

 

793

63.8

 

1,307

63.0

 

7,140

47.7

PD persistence

1,450

14.1

 

54

3.9

 

 

338

27.2

 

440

21.2

 

2,282

15.2

Adverse credit bureau recorded with credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  reference agency

2,996

29.2

 

 

 

61

4.9

 

101

4.9

 

3,158

21.1

Forbearance support provided

206

2.0

 

2

0.1

 

 

 

13

0.6

 

221

1.5

Customers in collections

144

1.4

 

57

4.1

 

 

5

0.4

 

36

1.7

 

242

1.6

Other reasons (2)

982

9.6

 

502

36.3

 

 

46

3.7

 

151

7.3

 

1,681

11.2

Days past due >30

219

2.1

 

 

3

100.0

 

 

25

1.2

 

247

1.6

 

10,270

100.0

 

1,382

100.0

 

3

100.0

 

1,243

100.0

 

2,073

100.0

 

14,971

100.0

 

Key point

 

·          The primary driver of credit deterioration was PD, which including persistence, accounted for the majority of movements into Stage 2. High risk back-stops, for example, forbearance and adverse credit bureau, provide additional valuable discrimination particularly on mortgages. The reduction in the Other driver category reflected an enhancement to the treatment of certain credit bureau data items, with this reduction offset by an increase in the level of accounts triggering PD deterioration.

 

Property

Corporate

FI

Other

Total

2019

£m

%

£m

%

£m

%

£m

%

£m

%

Wholesale trigger (1)

PD movement

1,416

54.8

6,129

63.1

368

67.4

3

75.0

7,916

61.7

PD persistence

45

1.7

183

1.9

3

0.5

231

1.8

Risk of credit loss

915

35.5

2,394

24.7

69

12.6

3,378

26.3

Forbearance support provided

31

1.2

140

1.4

29

5.3

200

1.6

Customers in collections

10

0.4

47

0.5

57

0.4

Other reasons (3)

146

5.7

659

6.8

71

13.0

1

25.0

877

6.8

Days past due >30

17

0.7

152

1.6

6

1.1

175

1.4

2,580

100.0

9,704

100.0

546

100.0

4

100.0

12,834

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale trigger (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PD movement

940

50.1

 

5,617

64.2

 

281

59.3

 

8

36.4

 

6,845

61.5

PD persistence

57

3.0

 

171

2.0

 

4

0.8

 

 

232

2.1

Risk of credit loss

321

17.1

 

1,964

22.4

 

103

21.7

 

 

2,388

21.5

Forbearance support provided

65

3.5

 

209

2.4

 

 

 

274

2.5

Customers in collections

9

0.5

 

43

0.5

 

 

 

52

0.5

Other reasons (3)

251

13.4

 

525

6.0

 

85

17.9

 

14

63.6

 

875

7.9

Days past due >30

234

12.5

 

224

2.6

 

1

0.2

 

 

460

4.1

 

1,877

100.0

 

8,753

100.0

 

474

100.0

 

22

100.0

 

11,126

100.0

 

Notes:

(1)             The table is prepared on a hierarchical basis from top to bottom, for example, accounts with PD deterioration may also trigger backstop(s) but are only reported under PD deterioration.

(2)             Includes customers that have accessed payday lending, interest only mortgages past end of term, a small number of mortgage customers on a highly flexible mortgage significantly behind their repayment plan and customers breaching risk appetite thresholds for new business acquisition.

(3)             Includes customers where a PD assessment cannot be undertaken due to missing PDs.

 

Key point

 

·                   The primary driver of credit deterioration was PD, which including persistence, accounted for 63% of Stage 2. The Risk of Credit Loss framework accounted for a further 26%, highlighting the importance of expert judgement being used to identify deterioration. The increase in Stage 2 exposure balances was primarily as a result of modelling changes and increases in exposures managed in the Risk of Credit Loss framework, led to a net transfer of exposure from Stage 1.

 

RBS – Annual Report on Form 20-F 2019

168

 

 


 

Capital and risk management

 

 

 

 

Credit risk Banking activities continued

Stage 3 vintage analysis

The table below shows estimated vintage analysis of the material Stage 3 portfolios totalling 83% of the Stage 3 loans of £6.6 billion.

 

2019

2018

UK Personal

UK Personal

Banking

Ulster Bank RoI

Banking

Ulster Bank RoI

mortgages

mortgages

Wholesale

mortgages

mortgages

Wholesale

Stage 3 loans (£bn)

1.3

1.9

2.3

1.2

2.3

3.4

Vintage (time in default):

<1 year

32%

13%

37%

26%

7%

22%

1-3 years

23%

12%

14%

21%

31%

19%

3-5 years

11%

23%

9%

14%

16%

9%

5-10 years

26%

44%

40%

35%

44%

50%

>10 years

8%

8%

4%

2%

100%

100%

100%

100%

100%

100%

 

Key points

 

·          Mortgages The proportion of the Stage 3 defaulted population who have been in default for over five years reflected RBS’s support for customers in financial difficulty. When customers continue to engage constructively with RBS, making regular payments, RBS continues to support them. RBS’s provisioning approach retains customers in Stage 3 for a life-time loss provisioning calculation, even when their arrears status reverts to below 90 days past due.

 

·          Wholesale The value of Stage 3 loans that have been impaired for 5-10 years was mainly due to customers being in a protracted formal insolvency process or subject to litigation or a complaints process.

 

Asset quality (audited)

 

The table below shows asset quality bands of gross loans and ECL, by stage, for the Personal portfolio.

 

Gross loans

ECL provisions

ECL provisions coverage

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

UK mortgages

AQ1-AQ4

90,494

2,579

93,073

6

7

13

0.01

0.27

0.01

AQ5-AQ8

58,039

6,939

64,978

8

55

63

0.01

0.79

0.10

AQ9

96

870

966

25

25

2.87

2.59

AQ10

1,414

1,414

240

240

16.97

16.97

148,629

10,388

1,414

160,431

14

87

240

341

0.01

0.84

16.97

0.21

RoI mortgages

AQ1-AQ4

6,215

212

6,427

4

4

8

0.06

1.89

0.12

AQ5-AQ8

4,416

615

5,031

7

19

26

0.16

3.09

0.52

AQ9

1

250

251

8

8

3.20

3.19

AQ10 (1)

1,863

1,863

581

581

31.19

31.19

10,632

1,077

1,863

13,572

11

31

581

623

0.10

2.88

31.19

4.59

Credit cards

AQ1-AQ4

364

11

375

1

1

2

0.27

9.09

0.53

AQ5-AQ8

2,734

1,187

3,921

39

112

151

1.43

9.44

3.85

AQ9

5

61

66

19

19

31.15

28.79

AQ10

116

116

89

89

76.72

76.72

3,103

1,259

116

4,478

40

132

89

261

1.29

10.48

76.72

5.83

Other personal

AQ1-AQ4

1,231

59

1,290

4

5

9

0.32

8.47

0.70

AQ5-AQ8

6,127

2,045

8,172

59

195

254

0.96

9.54

3.11

AQ9

78

206

284

2

53

55

2.56

25.73

19.37

AQ10

643

643

539

539

83.83

83.83

7,436

2,310

643

10,389

65

253

539

857

0.87

10.95

83.83

8.25

Total personal

AQ1-AQ4

98,304

2,861

101,165

15

17

32

0.02

0.59

0.03

AQ5-AQ8

71,316

10,786

82,102

113

381

494

0.16

3.53

0.60

AQ9

180

1,387

1,567

2

105

107

1.11

7.57

6.83

AQ10

4,036

4,036

1,449

1,449

35.90

35.90

169,800

15,034

4,036

188,870

130

503

1,449

2,082

0.08

3.35

35.90

1.10

 

RBS – Annual Report on Form 20-F 2019

169

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Asset quality (audited)

 

Gross loans

ECL provisions

ECL provisions coverage

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

2018*

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

UK mortgages

AQ1-AQ4

95,618

3,621

99,239

6

11

17

0.01

0.30

0.02

AQ5-AQ8

42,771

5,845

48,616

6

47

53

0.01

0.80

0.11

AQ9

32

804

836

17

17

2.11

2.03

AQ10

1,621

1,621

230

230

14.19

14.19

138,421

10,270

1,621

150,312

12

75

230

317

0.01

0.73

14.19

0.21

RoI mortgages

AQ1-AQ4

5,164

226

5,390

4

5

9

0.08

2.21

0.17

AQ5-AQ8

5,668

717

6,385

7

32

39

0.12

4.46

0.61

AQ9

12

439

451

39

39

8.88

8.65

AQ10 (1)

2,265

2,265

656

656

28.96

28.96

10,844

1,382

2,265

14,491

11

76

656

743

0.10

5.50

28.96

5.13

Other mortgages (1)

AQ1-AQ4

359

1

360

AQ5-AQ8

136

2

138

AQ10

1

1

495

3

1

499

Credit cards

AQ1-AQ4

34

1

35

AQ5-AQ8

2,810

1,180

3,990

38

103

141

1.35

8.73

3.53

AQ9

7

62

69

17

17

27.42

24.64

AQ10

124

124

75

75

60.48

60.48

2,851

1,243

124

4,218

38

120

75

233

1.33

9.65

60.48

5.52

Other personal

AQ1-AQ4

997

43

1,040

4

5

9

0.40

11.63

0.87

AQ5-AQ8

5,889

1,847

7,736

55

187

242

0.93

10.12

3.13

AQ9

56

183

239

2

56

58

3.57

30.60

24.27

AQ10

574

574

430

430

74.91

74.91

6,942

2,073

574

9,589

61

248

430

739

0.88

11.96

74.91

7.71

Total personal

AQ1-AQ4

102,172

3,892

106,064

14

21

35

0.01

0.54

0.03

AQ5-AQ8

57,274

9,591

66,865

106

369

475

0.19

3.85

0.71

AQ9

107

1,488

1,595

2

129

131

1.87

8.67

8.21

AQ10

4,585

4,585

1,391

1,391

30.34

30.34

159,553

14,971

4,585

179,109

122

519

1,391

2,032

0.08

3.47

30.34

1.13

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)        AQ10 includes £0.6 billion (2018 - £0.6 billion) of RoI mortgages which are not currently considered defaulted for capital calculation purposes for RoI but included in Stage 3.

(2)        In 2019, other mortgages are reported as UK, reflecting country of lending origination.

 

Key points

 

·           The majority of exposures were in AQ1-AQ4, with a significant proportion in AQ5-AQ8. As expected, mortgage exposures have a higher proportion in AQ1-AQ4 than unsecured borrowing. The movement in UK mortgages was primarily in bands AQ4-AQ5 and was reflective of a slight increase in the portfolio default rate from a low level that included the effect of the natural seasoning of strong business growth in prior years.

 

·           The relatively high level of Stage 3 impaired assets (AQ10) in RoI mortgages reflected their legacy mortgage portfolio and the residual effects from the financial crisis. The year-on-year reduction was due to improved customer engagement and the positive effects from the external environment, as well as a residual benefit in 2019 from a 2018 debt sale.

 

·           In Other Personal, the relatively high level of exposures in AQ10 reflected that impaired assets can be held on the balance sheet, with commensurate ECL provision for up to six years after default. The year-on-year increase included the effect of a modest rise in the rate of default, however, the trend flattened in the second half of the year as a result of risk appetite tightening.

 

·           In addition, the sale of Stage 3 impaired debt in 2018 reduced the ongoing business-as-usual flow of write-offs, with the actual value of debts sales in 2019 also lower than the prior year.

 

·           ECL provisions coverage shows the expected trend with increased coverage in the poorer asset quality bands, and also by stage.

 

RBS – Annual Report on Form 20-F 2019

170

 

 


 

 

Capital and risk management

 

 

 

 

Credit risk – Banking activities continued

Asset quality (audited)

The table below shows asset quality bands of gross loans and ECL, by stage, for the Wholesale portfolio.

 

Gross loans

ECL provisions

ECL provisions coverage

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

%

%

%

%

Property

AQ1-AQ4

15,590

413

16,003

7

6

13

0.04

1.45

0.08

AQ5-AQ8

17,268

2,115

19,383

38

36

74

0.22

1.70

0.38

AQ9

38

52

90

5

5

9.62

5.56

AQ10

895

895

402

402

44.92

44.92

32,896

2,580

895

36,371

45

47

402

494

0.14

1.82

44.92

1.36

Corporate

AQ1-AQ4

22,373

616

22,989

12

11

23

0.05

1.79

0.10

AQ5-AQ8

37,133

8,803

45,936

111

169

280

0.30

1.92

0.61

AQ9

183

285

468

1

18

19

0.55

6.32

4.06

AQ10

1,649

1,649

859

859

52.09

52.09

59,689

9,704

1,649

71,042

124

198

859

1,181

0.21

2.04

52.09

1.66

Financial institutions

AQ1-AQ4

32,297

225

32,522

7

1

8

0.02

0.44

0.02

AQ5-AQ8

3,406

319

3,725

9

2

11

0.26

0.63

0.30

AQ9

4

2

6

1

1

50.00

16.67

AQ10

13

13

8

8

61.54

61.54

35,707

546

13

36,266

16

4

8

28

0.04

0.73

61.54

0.08

Sovereign

AQ1-AQ4

7,268

4

7,272

7

7

0.10

0.10

AQ5-AQ8

142

142

AQ10

5

5

7,410

4

5

7,419

7

7

0.09

0.09

Total

AQ1-AQ4

77,528

1,258

78,786

33

18

51

0.04

1.43

0.06

AQ5-AQ8

57,949

11,237

69,186

158

207

365

0.27

1.84

0.53

AQ9

225

339

564

1

24

25

0.44

7.08

4.43

AQ10

2,562

2,562

1,269

1,269

49.53

49.53

135,702

12,834

2,562

151,098

192

249

1,269

1,710

0.14

1.94

49.53

1.13

2018*

 

Property

 

AQ1-AQ4

15,740

393

16,133

8

9

17

0.05

2.29

0.11

 

AQ5-AQ8

17,397

1,418

18,815

35

27

62

0.20

1.90

0.33

 

AQ9

8

66

74

4

4

6.06

5.41

 

AQ10

1,768

1,768

589

589

33.31

33.31

 

33,145

1,877

1,768

36,790

43

40

589

672

0.13

2.13

33.31

1.83

 

Corporate

 

AQ1-AQ4

21,814

773

22,587

14

14

28

0.06

1.81

0.12

 

AQ5-AQ8

40,004

7,647

47,651

96

174

270

0.24

2.28

0.57

 

AQ9

26

333

359

1

15

16

3.85

4.50

4.46

 

AQ10

1,773

1,773

771

771

43.49

43.49

 

61,844

8,753

1,773

72,370

111

203

771

1,085

0.18

2.32

43.49

1.50

 

Financial institutions

 

AQ1-AQ4

22,150

247

22,397

6

5

11

0.03

2.02

0.05

 

AQ5-AQ8

2,352

222

2,574

8

4

12

0.34

1.80

0.47

 

AQ9

5

5

1

1

20.00

20.00

 

AQ10

44

44

31

31

70.45

70.45

 

24,502

474

44

25,020

14

10

31

55

0.06

2.11

70.45

0.22

 

Sovereign

 

AQ1-AQ4

6,780

22

6,802

7

7

0.10

0.10

 

AQ5-AQ8

161

161

 

AQ10

4

4

 

6,941

22

4

6,967

7

7

0.10

0.10

 

Total

 

AQ1-AQ4

66,484

1,435

67,919

35

28

63

0.05

1.95

0.09

 

AQ5-AQ8

59,914

9,287

69,201

139

205

344

0.23

2.21

0.50

 

AQ9

34

404

438

1

20

21

2.94

4.95

4.79

 

AQ10

3,589

3,589

1,391

1,391

38.76

38.76

 

126,432

11,126

3,589

141,147

175

253

1,391

1,819

0.14

2.27

38.76

1.29

 

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Key points

 

·          Across the Wholesale portfolio, the asset quality band distribution differed, reflecting the diverse nature of the sectors. 52% (2018 – 48%) of Wholesale lending exposure was in the AQ1-AQ4 band.

 

·          The relatively low provision coverage for Stage 3 loans in the property sector reflected the secured nature of the exposures.

 

 

RBS – Annual Report on Form 20-F 2019

171

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Trading activities

This section details the credit risk profile of RBS’s trading activities.

 

Securities financing transactions and collateral (audited)

The table below shows securities funding transactions in NatWest Markets and Treasury. Balance sheet captions include balances held at all classifications under IFRS 9.

 

Reverse repos

Repos

Outside

Outside

Of which:

netting

Of which:

netting

Total

can be offset

arrangements

Total

can be offset

arrangements

2019

£m

£m

£m

£m

£m

£m

Gross

74,156

73,348

808

71,494

69,020

2,474

IFRS offset

(39,247)

(39,247)

(39,247)

(39,247)

Carrying value

34,909

34,101

808

32,247

29,773

2,474

Master netting arrangements

(562)

(562)

(562)

(562)

Securities collateral

(33,178)

(33,178)

(29,211)

(29,211)

Potential for offset not recognised under IFRS

(33,740)

(33,740)

(29,773)

(29,773)

Net

1,169

361

808

2,474

2,474

2018

Gross

68,044 

65,057 

2,987 

70,097 

68,940 

1,157 

IFRS offset

(39,737)

(39,737)

— 

(39,737)

(39,737)

— 

Carrying value

28,307 

25,320 

2,987 

30,360 

29,203 

1,157 

Master netting arrangements

(762)

(762)

— 

(762)

(762)

— 

Securities collateral

(24,548)

(24,548)

— 

(28,441)

(28,441)

— 

Potential for offset not recognised under IFRS

(25,310)

(25,310)

— 

(29,203)

(29,203)

— 

Net

2,997 

10 

2,987 

1,157 

— 

1,157 

 

 

RBS – Annual Report on Form 20-F 2019

172

 

 


 

Capital and risk management

 

 

 

 

Credit risk – Trading activities continued

Derivatives (audited)

The table below shows derivatives by type of contract. The master netting agreements and collateral shown do not result in a net presentation on the balance sheet under IFRS 9. A significant proportion (more than 90%) of the derivatives relate to trading activities in NatWest Markets. The table also includes hedging derivatives in Treasury.

 

2019

2018

Notional

GBP

USD

Euro

Other

Total

Assets

Liabilities

Notional

Assets

Liabilities

£bn

£bn

£bn

£bn

£bn

£m

£m

£bn

£m

£m

Gross exposure

160,942

158,603

138,390 

135,673 

IFRS offset

(10,913)

(11,724)

(5,041)

(6,776)

Carrying value

3,311

5,048

4,710

1,994

15,063

150,029

146,879

13,979 

133,349 

128,897 

Of which:

Interest rate (1)

  Interest rate swaps

89,646

86,123

81,855 

74,004 

  Options purchased

15,300

14,481 

  Options written

13,198

16,371 

  Futures and forwards

11

10

74 

69 

Total

2,911

3,306

4,120

956

11,293

104,957

99,331

10,536 

96,410 

90,444 

Exchange rate

  Spot, forwards and futures

30,348

30,728

17,904 

18,610 

  Currency swaps

8,795

10,296

11,322 

12,062 

  Options purchased

5,649

7,319 

— 

  Options written

6,117

— 

7,558 

Total

399

1,733

580

1,038

3,750

44,792

47,141

3,426 

36,545 

38,230 

Credit

1

6

10

17

280

359

16 

346 

208 

Equity and commodity

3

3

48

48 

15 

Carrying value

15,063

150,029

146,879

13,979 

133,349 

128,897 

Counterparty mark-to-market netting

(122,697)

(122,697)

(106,762)

(106,762)

Cash collateral

(18,685)

(17,296)

(17,937)

(15,227)

Other financial collateral

(4,292)

(1,276)

(4,469)

(3,466)

Net exposure

4,355

5,610

4,181 

3,442 

Of which outside netting arrangements

2,092

4,207

2,061 

1,708 

Banks (2)

621

857

362

443 

Other financial institutions (3)

1,020

4,088

1,054

1,144 

Corporate (4)

2,452

639

2,510

1,817 

Government (5)

262

26

255

38 

Net exposure

4,355

5,610

4,181

3,442 

UK

2,052

3,153

1,935

1,304 

Europe

1,393

1,898

1,308

1,465 

US

428

331

588

298 

RoW

482

228

350

375 

Net exposure

4,355

5,610

4,181

3,442 

Asset quality of uncollateralised derivative assets

AQ1-AQ4

3,361

3,384

AQ5-AQ8

972

773

AQ9-AQ10

22

24

Net exposure

4,355

4,181

 

Notes:

(1)        The notional amount of interest rate derivatives include £7,090 billion (2018 £5,952 billion) in respect of contracts cleared through central clearing counterparties.

(2)        Transactions with certain counterparties with whom RBS has netting arrangements but collateral is not posted on a daily basis; certain transactions with specific terms that may not fall within netting and collateral arrangements; derivative positions in certain jurisdictions for example China where the collateral agreements are not deemed to be legally enforceable.

(3)        Transactions with securitisation vehicles and funds where collateral posting is contingent on RBS’s external rating.

(4)        Mainly large corporates with whom RBS may have netting arrangements in place, but operational capability does not support collateral posting.

(5)        Sovereigns and supranational entities with one-way collateral agreements in their favour.

 

 

RBS – Annual Report on Form 20-F 2019

173

 

 


 

Capital and risk management

 

 

 

 

Credit risk Trading activities continued

Derivatives: settlement basis and central counterparties (audited)

The table below shows the third party derivative notional and fair value by trading and settlement method.

 

Notional

Asset

Liability

Traded over the counter

Traded on

Settled

Not settled

Traded on

Traded

Traded on

Traded

recognised

by central

 by central

 recognised

 over the

 recognised

 over the

2019

exchanges

counterparties

counterparties

Total

 exchanges

 counter

 exchanges

 counter

£bn

£bn

£bn

£bn

£m

£m

£m

£m

Interest rate

1,593

7,090

2,610

11,293

104,957

99,331

Exchange rate

3

3,747

3,750

44,792

47,141

Credit

17

17

280

359

Equity and commodity

1

2

3

48

Total

1,597

7,090

6,376

15,063

150,029

146,879

2018

Interest rate

1,642 

5,952 

2,942 

10,536 

— 

96,410 

— 

90,444 

Exchange rate

— 

3,422 

3,426 

— 

36,545 

— 

38,230 

Credit

— 

— 

16 

16 

— 

346 

— 

208 

Equity and commodity

— 

— 

— 

48 

— 

15 

Total

1,646 

5,952 

6,381 

13,979 

— 

133,349 

— 

128,897 

 

 

Debt securities (audited)

The table below shows debt securities held at mandatory fair value through profit or loss by issuer as well as ratings based on the lowest of Standard & Poor’s, Moody’s and Fitch. A significant proportion (more than 95%) of these positions are trading securities in NatWest Markets.

 

Central and local government

Financial

UK

US

Other

institutions

Corporate

Total

2019

£m

£m

£m

£m

£m

£m

AAA

2,197

1,188

5

3,390

AA to AA+

4,897

5,458

2,824

333

87

13,599

A to AA-

3,297

755

109

4,161

BBB- to A-

6,508

872

895

8,275

Non-investment grade

76

298

150

524

Unrated

420

48

468

Total

4,897

5,458

14,902

3,866

1,294

30,417

Short positions

(4,340)

(1,392)

(13,749)

(1,620)

(86)

(21,187)

2018

AAA

— 

— 

2,093 

1,459 

3,559 

AA to AA+

6,834 

4,689 

3,161 

773 

120 

15,577 

A to AA-

— 

— 

4,571 

482 

51 

5,104 

BBB- to A-

— 

— 

3,592 

802 

285 

4,679 

Non-investment grade

— 

— 

81 

832 

237 

1,150 

Unrated

— 

— 

— 

572 

580 

Total

6,834 

4,689 

13,498 

4,920 

708 

30,649 

Short positions

(6,394)

(2,008)

(13,500)

(1,724)

(201)

(23,827)

 

 

RBS – Annual Report on Form 20-F 2019

174

 

 


 

Capital and risk management

 

 

 

 

Credit risk Cross border exposure

 

Cross border exposures comprise both banking and trading activities, including reverse repurchase agreements. Exposures comprise loans and advances, including finance leases and instalment credit receivables, and other monetary assets, such as debt securities. The geographical breakdown is based on the country of domicile of the borrower or guarantor of ultimate risk. Cross border exposures include non-local currency claims of overseas offices on local residents but exclude exposures to local residents in local currencies. The table shows cross border exposures greater than 0.5% of RBS’s total assets.

 

Short

Net of short

Government

Banks

Other

Total

positions

positions

2019

£m

£m

£m

£m

£m

£m

Western Europe

21,646

8,989

23,490

54,125

14,370

39,755

Of which: France

3,097

1,943

4,365

9,405

2,497

6,908

Germany

6,597

3,903

1,270

11,770

2,371

9,399

Italy

3,757

532

880

5,169

3,642

1,527

Luxembourg

4

38

4,592

4,634

2

4,632

Netherlands

971

626

5,692

7,289

541

6,748

Spain

2,410

260

1,410

4,080

2,493

1,587

United States

14,441

5,754

7,974

28,169

1,483

26,686

Japan

2,722

2,685

302

5,709

12

5,697

2018

Western Europe

21,121 

19,003 

16,741

56,865

14,103

42,762

Of which: France

3,396 

10,209 

1,579

15,184

1,626

13,558

Germany

8,023 

3,086 

1,145

12,254 

5,397

6,857

Italy

2,179

248

584

3,011

1,796

1,215

Netherlands

1,142

675 

3,739

5,556 

985

4,571

Spain

891

450

1,848

3,189

1,164

2,025

United States

13,558

5,458

8,379

27,395

2,103

25,292

Japan

1,857

2,327

405

7,589

11

7,578

Jersey

5

3,064

3,069

2

3,067

 

RBS – Annual Report on Form 20-F 2019

175

 

 


 

Capital and risk management

 

 

 

Market risk (audited)

RBS is exposed to non-traded market risk through its banking activities and to traded market risk through its trading activities. Non-traded and traded market risk exposures are managed and discussed separately. The non-traded market risk section begins below. The traded market risk section begins on page 182. Pension-related activities also give rise to market risk. Refer to page 187 for more information on risk related to pensions.

 

 

Non-traded market risk

Definition (audited)

Non-traded market risk is the risk to the value of assets or liabilities outside the trading book, or the risk to income, that arises from changes in market prices such as interest rates, foreign exchange rates and equity prices, or from changes in managed rates.

 

 

Sources of risk (audited)

The key sources of non-traded market risk are: interest rate risk; credit spread risk; foreign exchange risk; equity risk; and accounting volatility risk.

 

Each of these risk types are largely managed separately. For detailed qualitative and quantitative information on each of them, refer to the separate sub-sections following the VaR table below.

 

 

Key developments in 2019

 

·    Non-traded market risk is managed separately on both sides of the ring-fence. It continues to be aggregated and monitored against risk appetite at RBS level.

 

·    Following the Alawwal bank merger, RBS holds a minority equity holding in SABB. This investment in the newly merged entity is held in NWM Plc. The investment is held at fair value. Changes in value are recognised in reserves. This exposure is now captured in the VaR table below.

 

·    The disposal of the lender-option/borrower-option (LOBO) loan portfolio was completed during 2019, reducing RBS’s exposure to changes in the credit spread compared to the 2018 year-end.

 

·    Interest rates remained low in 2019, reflecting partly uncertainty over Brexit but also broader uncertainty. The Bank of England base rate remained unchanged at 0.75% but market expectations were for lower interest rates in the longer term. The five-year swap rate fell to 0.81% at 31 December 2019 compared to 1.22% at 31 December 2018, which contributed to slightly lower returns on the structural hedge.

 

RBS’s net interest earnings sensitivity was consistently positively sensitive to higher interest rates.

 

·    After a period of weakness, sterling strengthened in the fourth quarter of 2019 against both the US dollar and the euro. Against the US dollar, sterling was 1.32 at 31 December 2019 compared to 1.28 at 31 December 2018. Against the euro, sterling was 1.18 at 31 December 2019 compared to 1.12 at 31 December 2018.

 

·    RBS continued to manage the sensitivity of its CET1 capital ratio to exchange rate movements, mainly through its net investment hedging programme. Increased capitalisation of NWM Plc’s US branch reduced the branch’s debt funding and NWM Plc’s regulatory exposure to fluctuations in the US dollar exchange rate against sterling.

 

Risk governance (audited)

Responsibility for identifying, measuring, monitoring and controlling market risk arising from non-trading activities lies with the relevant business. Oversight is provided by the independent Risk function.

 

Risk positions are reported monthly to the Executive Risk Committee and quarterly to the Board Risk Committee, as well as to the Asset & Liability Management Committee (monthly in the case of interest rate, credit spread and accounting volatility risks and quarterly in the case of foreign exchange and equity risks). Market risk policy statements set out the governance and risk management framework.

 

 

Risk appetite

RBS’s qualitative appetite is set out in the non-traded market risk appetite statement.

 

Its quantitative appetite is expressed in terms of value-at-risk (VaR), stressed value-at-risk (SVaR), sensitivity and stress limits, and earnings-at-risk limits.

 

The limits are reviewed to reflect changes in risk appetite, business plans, portfolio composition and the market and economic environments. To ensure approved limits are not breached and that RBS remains within its risk appetite, triggers at RBS and lower levels have been set and are actively managed. For further information on risk appetite, refer to page 117.

 

Risk controls

For information on risk controls, refer to page 117.

 

Risk measurement (audited)

Non-traded internal VaR (1-day 99%)

The following table presents one-day internal banking book Value-at-Risk (VaR) at a 99% confidence level, split by risk type. RBS’s VaR metrics are explained on page 178. Each of the key risk types are discussed in greater detail in their individual sub-sections following this table.

 

2019

2018

Average

Maximum

Minimum

Period end

Average

Maximum

Minimum

Period end

£m

£m

£m

£m

£m

£m

£m

£m

Interest rate

11.0

14.0

8.0

8.2

14.4 

28.2 

7.3 

11.6 

Euro

1.3

2.3

0.7

1.3

2.1 

3.9 

1.0 

1.0 

Sterling

10.8

14.1

8.0

8.0

14.5 

26.0 

7.9 

13.3 

US dollar

4.6

6.0

3.4

5.2

4.7 

8.7 

1.4 

8.7 

Other

0.4

0.7

0.2

0.7

0.5 

0.7 

0.3 

0.7 

Credit spread

55.6

59.7

49.2

59.7

59.7 

77.8 

49.4 

77.8 

Structural foreign exchange rate

15.2

23.8

7.2

8.6

13.4 

32.7 

5.9 

13.0 

Equity

34.5

38.6

31.6

33.5

Pipeline risk (1)

0.4

0.9

0.2

0.2

0.6 

1.3 

0.3 

0.4 

Diversification (2)

(57.1)

(45.6)

(24.9)

(20.5)

Total

59.6

64.6

48.1

64.6

63.0 

82.3 

54.9 

82.3 

 

Notes:

(1)

Pipeline risk is the risk of loss arising from personal customers owning an option to draw down a loan – typically a mortgage – at a committed rate, where interest rate changes may result in greater or fewer customers than anticipated taking up the committed offer.

(2)

RBS benefits from diversification across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.

 

Key points

 

·

Since June 2019, total VaR has included an equity component reflecting the equity exposure to SABB following the merger with Alawwal. However, given the offsetting diversification benefit, average VaR was at similar levels to the previous year.

 

 

·

Structural foreign exchange VaR fell on a period-end basis driven by the merger.

 

 

·

Interest rate VaR decreased mainly due to the disposals of the LOBO loans.

 

RBS – Annual Report on Form 20-F 2019

176

 

 


 

Capital and risk management

 

 

 

Non-traded market risk continued

Interest rate risk

Non-traded interest rate risk (NTIRR) arises from the provision to customers of a range of banking products with differing interest rate characteristics. When aggregated, these products form portfolios of assets and liabilities with varying degrees of sensitivity to changes in market interest rates. Mismatches can give rise to volatility in net interest income as interest rates vary.

 

NTIRR comprises the following three primary risk types:

 

·  Gap risk – arises from the timing of rate changes in non-trading book instruments. The extent of gap risk depends on whether changes to the term structure of interest rates occur consistently across the yield curve (parallel risk) or differentially by period (non-parallel risk).

·  Basis risk – captures the impact of relative changes in interest rates for financial instruments that have similar tenors but are priced using different interest rate indices, or on the same interest rate indices but with different tenors.

·  Option risk – arises from option derivative positions or from optional elements embedded in assets, liabilities and/or off-balance sheet items, where RBS or its customer can alter the level and timing of their cash flows. Option risk also includes pipeline risk.

 

To manage exposures within its risk appetite, RBS aggregates interest rate positions and hedges its residual exposure, primarily with interest rate swaps.

 

Structural hedging aims to reduce gap risk and the sensitivity of earnings to interest rate shocks. It also provides some protection against prolonged periods of falling rates. Structural hedging is explained in greater detail below, followed by information on how RBS measures NTIRR from both an economic value-based and an earnings-based perspective.

 

Structural hedging

RBS has a significant pool of stable, non and low interest-bearing liabilities, principally comprising equity and money transmission accounts. These balances are usually hedged, either by investing directly in longer-term fixed-rate assets (such as fixed-rate mortgages or UK government gilts) or by using interest rate swaps, which are generally booked as cash flow hedges of floating-rate assets, in order to provide a consistent and predictable revenue stream.

 

After hedging the net interest rate exposure externally, RBS allocates income to equity or products in structural hedges by reference to the relevant interest rate swap curve. Over time, this approach has provided a basis for stable income attribution to products and interest rate returns. The programme aims to track a time series of medium-term swap rates, but the yield will be affected by changes in product volumes and RBS’s capital composition.

 

The table below presents the incremental income allocation above three-month LIBOR, total income allocation including three-month LIBOR, the period-end and average notional balances, and the total yield including three-month LIBOR associated with the structural hedges managed by RBS.

 

2019

2018

Incremental

Total

Period end

Average

Total

Incremental

Total

Period end

Average

Total

income

income

notional

notional

yield

income

income

notional

notional

yield

£m

£m

£bn

£bn

%

£m

£m

£bn

£bn

%

 

 

 

 

 

 

 

 

 

 

 

 

Equity structural hedging

399

644

25

27

2.36

469 

672 

29 

29 

2.33 

Product structural hedging

183

1,094

111

111

0.99

368 

1,104 

110 

108 

1.02 

Other structural hedges

61

166

21

21

0.79

89 

167 

22 

22 

0.77 

Total

643

1,904

157

159

1.20

926 

1,943 

161 

159 

1.22 

 

Equity structural hedges refer to income allocated primarily to equity and reserves. As a result of ring-fencing in the UK, equity structural hedges were allocated to NatWest Holdings Group and NatWest Markets. At 31 December 2019, the equity structural hedge notional was allocated between the two businesses in a ratio of approximately 80/20 respectively.

 

Product structural hedges refer to income allocated to customer products by NWH Treasury, mainly current accounts and customer deposits in Commercial Banking and UK Personal Banking (excluding Ulster Bank). Other structural hedges refer to hedges managed by UBI DAC, Private Banking, Ulster Bank Limited, and RBS International Limited.

 

At 31 December 2019, approximately 90% of structural hedges were sterling-denominated. A significant proportion of other structural hedges, around 33%, were euro-denominated, mainly in UBI DAC.

 

The table below presents the incremental income associated with product structural hedges at segment level.

 

 

2019

2018 

 

£m 

£m 

UK Personal Banking

85

166

Commercial Banking

98

200

Other

Total

183

368 

 

Note:
(1) 2018 data restated as presented in the H1 2019 Company Announcement.

 

Key points

 

·

Incremental income in excess of three-month LIBOR fell in 2019 compared to 2018. This was primarily due to three-month LIBOR fixings rising by approximately 0.15% on average, resulting in less income benefit from the hedge.

 

 

·

The overall yield of the structural hedge fell in 2019. Five-year and ten-year sterling swap rates were 0.81% and 0.93% respectively at 31 December 2019, down from 1.22% and 1.35% at 31 December 2018. At 1.20%, the overall yield was higher than swap rates at 31 December 2019.

 

 

·

The equity hedge notional decreased in 2019, partly due to the impact of individual banks reviewing their hedge notionals at ring-fencing, but also other impacts, including PPI. In 2019, Private Banking and UBI DAC increased the tenor of some hedges from five to ten years reflecting the equity component. The total weighted average life of the structural hedge at 31 December 2019 was approximately three years.

 

RBS – Annual Report on Form 20-F 2019

177

 

 


 

Capital and risk management

 

 

 

Non-traded market risk continued

NTIRR can be measured from either an economic value-based or earnings-based perspective, or a combination of the two. Value-based approaches measure the change in value of the balance sheet assets and liabilities including all cash flows. Earnings-based approaches measure the potential impact on the income statement of changes in interest rates over a defined horizon, generally one to three years.

 

RBS uses VaR as its value-based approach and sensitivity of net interest earnings as its earnings-based approach.

 

These two approaches provide complementary views of the impact of interest rate risk on the balance sheet at a point in time. The scenarios employed in the net interest earnings sensitivity approach may incorporate assumptions about how RBS and its customers will respond to a change in the level of interest rates. In contrast, the VaR approach measures the sensitivity of the balance sheet at a point in time. Capturing all cash flows, VaR also highlights the impact of duration and repricing risks beyond the one-to-three-year period shown in earnings sensitivity calculations.

 

Value-at-risk

VaR is a statistical estimate of the potential change in the market value of a portfolio (and, thus, the impact on the income statement) over a specified time horizon at a given confidence level.

 

RBS’s standard VaR metrics – which assume a time horizon of one trading day and a confidence level of 99% – are based on interest rate repricing gaps at the reporting date. Daily rate moves are modelled using observations from the last 500 business days. These incorporate customer products plus associated funding and hedging transactions as well as non-financial assets and liabilities. Behavioural assumptions are applied as appropriate.

 

The non-traded interest rate risk VaR metrics for RBS’s retail and commercial banking activities are included in the banking book VaR table presented earlier in this section. The VaR captures the risk resulting from mismatches in the repricing dates of assets and liabilities.

 

It also includes any mismatch between the maturity profile of external hedges and RBS’s target maturity profile for the hedge.

 

Sensitivity of net interest earnings

Net interest earnings are sensitive to changes in the level of interest rates, mainly because maturing structural hedges are replaced at higher or lower rates and changes to coupons on managed rate customer products do not match changes in market rates of interest or central bank policy rates.

 

Earnings sensitivity is derived from a market-implied forward rate curve. Assumptions are applied to this curve to derive central bank policy rates. A simple scenario is shown that projects forward earnings over a 12-month period based on the 31 December 2019 balance sheet. A base-case earnings forecast is derived from the market-implied rate curve, which is then subject to interest rate shocks. The difference between the base-case forecast and the shock gives an indication of underlying sensitivity to interest rate movements.

 

The sensitivity of net interest earnings table shows the expected impact of an immediate upward or downward change of 25 and 100 basis points to all interest rates. Yield curves are expected to move in parallel except that interest rates are assumed to floor at zero per cent or, for euro rates, at the current negative rate. At 31 December 2019, the floor also affects sterling interest rates, reducing the size of the down-rate shock at most maturities.

 

Reported sensitivities should not be considered a forecast of future performance in these rate scenarios. The projections do not capture potential management action in response to unexpected changes in the interest rate environment. Actions that could reduce interest earnings sensitivity include changes in pricing strategies on customer loans and deposits as well as hedging. Management action may also be taken to stabilise total income also taking into account non-interest income.

 

Parallel shifts in yield curve

+25 basis points

-25 basis points

+100 basis points

-100 basis points

2019

£m

£m

£m

£m

Euro

25

(2)

129

(3)

Sterling

172

(158)

716

(706)

US dollar

16

(11)

66

(52)

Other

(1)

1

(3)

5

Total

212

(170)

908

(756)

 

 

 

 

 

2018

Euro

29 

(3)

114 

(1)

Sterling

152 

(201)

651 

(717)

US dollar

15 

(8)

63 

(42)

Other

Total

197 

(210)

830 

(757)

 

Key point

 

·

The increased sensitivity to upward shifts and the reduced sensitivity to a downward 25-basis-point shift partly reflect changes to estimates of how product pricing will respond to interest rate shocks. These estimates are reviewed regularly and are influenced by the overall level of interest rates, RBS’s competitive position and other strategic considerations.

 

RBS – Annual Report on Form 20-F 2019

178

 

 


 

Capital and risk management

 

 

 

Non-traded market risk continued

The tables below show the net interest earnings sensitivity of structural hedges and managed rate accounts on a one-year, two-year and three-year forward-looking basis to a parallel upward or downward shift in interest rates of 25 basis points. The projection is a simple sensitivity in which the balance sheet is assumed to be constant, with no change in customer behaviour or margin management strategy as a result of rate changes. The impact of structural hedges increases as more maturing hedges are reinvested over the three-year period.

 

 

+25 basis points parallel upward shift

 

-25 basis points parallel downward shift

Year 1

Year 2 (1)

Year 3 (1)

Year 1

Year 2 (1)

Year 3 (1)

2019

£m 

£m 

£m 

£m 

£m 

£m 

Structural hedges

31

97

168

(27)

(90)

(154)

Managed margin (2)

195

195

196

(158)

(127)

(128)

Other

(14)

15

Total

212

292

364

(170)

(217)

(282)

2018

Structural hedges

32 

98 

170 

(32)

(98)

(167)

Managed margin (2)

150 

171 

170 

(177)

(189)

(163)

Other

15 

— 

— 

(2)

— 

— 

Total

197 

269 

340 

(210)

(287)

(330)

 

Notes:

 

(1)   The projections for Year 2 and Year 3 consider only the main drivers of earnings sensitivity, namely structural hedging and margin management.

(2)   Primarily current accounts and savings accounts.

 

Sensitivity of fair value through other comprehensive income (FVOCI) and cash flow hedging reserves to interest rate movements

RBS holds most of the bonds in its liquidity portfolio at fair value. Valuation changes that are not hedged (or not in effective hedge accounting relationships) are recognised in FVOCI reserves.

 

Interest rate swaps are used to implement the structural hedging programme and also hedging of some personal and commercial lending portfolios, primarily fixed rate mortgages. Generally these swaps are booked in hedge accounting relationships. Changes in the valuation of swaps that are in effective cash flow hedge accounting relationships are recognised in cash flow hedge reserves.

 

The table below shows the sensitivity of FVOCI reserves and cash flow hedge reserves to a parallel shift in all rates. In this analysis, interest rates have not been floored at zero. Cash flow hedges are assumed to be fully effective and interest rate hedges of bonds in the liquidity portfolio are also assumed to be subject to fully effective hedge accounting. Hedge accounting ineffectiveness would result in some deviation from the results below, with some gains or losses recognised in P&L instead of reserves. Hedge ineffectiveness P&L is monitored and the effectiveness of cash flow and fair value hedge relationships is regularly tested in accordance with IFRS requirements. Note that a movement in the FVOCI reserve would have an impact on CET1 capital but a movement in the cash flow hedge reserve would not be expected to do so. Volatility in both reserves affects tangible net asset value.

 

+25 basis points

-25 basis points

+100 basis points

-100 basis points

2019

£m

£m

£m

£m

FVOCI reserves

(56)

55

(227)

210

Cash flow hedge reserves

(153)

155

(597)

638

Total

(209)

210

(824)

848

 

 

 

 

 

2018

FVOCI reserves

(55)

55 

(220)

216 

Cash flow hedge reserves

(318)

323 

(1,250)

1,315 

Total

(373)

378 

(1,470)

1,531 

 

 

Key point

 

·    The sensitivity of cash flow hedge reserves to upward and downward shocks in the yield curve fell in 2019. This partly reflected increased customer demand for five-year fixed-rate mortgage terms. This reduced RBS’s requirement to hedge liabilities over five years with interest rate swaps.

 

RBS – Annual Report on Form 20-F 2019

179

 

 


 

Capital and risk management

 

 

 

Non-traded market risk continued

Credit spread risk

 

Credit spread risk arises from the potential adverse economic impact of a change in the spread between bond yields and swap rates, where the bond portfolios are accounted at fair value through equity.

 

RBS’s bond portfolios primarily comprise high-quality securities maintained as a liquidity buffer to ensure it can continue to meet its obligations in the event that access to wholesale funding markets is restricted. Additionally other high-quality bond portfolios are held for collateral purposes and to support payment systems.

 

Credit spread risk is monitored daily through sensitivities and VaR measures. The dealing authorities in place for the bond portfolios further mitigate the risk by imposing constraints by duration, asset class and credit rating. Exposures and limit utilisations are reported to senior management on a daily basis.

 

Foreign exchange risk

Non-traded foreign exchange risk arises from three main sources:

 

·  Structural foreign exchange risk – arises from the capital deployed in foreign subsidiaries, branches and joint arrangements and related currency funding where it differs from sterling.

 

·  Non-trading book foreign exchange risk – arises from customer transactions and profits and losses that are in a currency other than the functional currency of the transacting operation.

 

·  Forecast earnings or costs in foreign currencies – RBS assesses its potential exposure to forecast foreign currency income and expenses. RBS hedges forward some forecast expenses.

 

The most material non-traded open currency positions are the structural foreign exchange exposures arising from investments in foreign subsidiaries, branches and associates and their related currency funding. These exposures are assessed and managed to predefined risk appetite levels under delegated authority from the Asset & Liability Management Committee. RBS seeks to limit the potential volatility impact on its CET1 ratio from exchange rate movements by maintaining a structural open currency position. Gains or losses arising from the retranslation of net investments in overseas operations are recognised in equity reserves and reduce the sensitivity of capital ratios to foreign exchange rate movements primarily arising from the retranslation of non-sterling-denominated RWAs. Sensitivity is minimised where, for a given currency, the ratio of the structural open position to RWAs equals the CET1 ratio.

 

The sensitivity of this ratio to exchange rates is monitored monthly and reported to the Asset & Liability Management Committee at least quarterly. Foreign exchange exposures arising from customer transactions are sold down by businesses on a regular basis in line with RBS policy.

 

Foreign exchange risk (audited)

The table below shows structural foreign currency exposures.

 

Net investments in

Net

Structural foreign

Residual structural

Net investments in

Non-controlling

foreign operations

investment

currency exposures

Economic

foreign currency

foreign operations

interests (NCI) (1)

excluding NCI

hedges

pre-economic
hedges

hedges (2)

exposures

2019

£m

£m

£m

£m

£m

£m

£m

US dollar

1,519

1,519

1,519

(1,519)

Euro

5,914

5,914

(650)

5,264

5,264

Other non-sterling

1,498

1,498

(651)

847

847

Total

8,931

8,931

(1,301)

7,630

(1,519)

6,111

 

 

 

 

 

 

 

 

2018

US dollar

553 

— 

553 

(4)

549 

(549)

— 

Euro

6,428 

33 

6,395 

(853)

5,542 

— 

5,542 

Other non-sterling

2,600 

710 

1,890 

(1,249)

641 

(81)

560 

Total

9,581 

743 

8,838 

(2,106)

6,732 

(630)

6,102 

 

Notes:

(1)   Non-controlling interests (NCI) represents the structural foreign exchange exposure not attributable to owners’ equity.

(2)   Economic hedges of US dollar net investments in foreign operations represent US dollar equity securities that do not qualify as net investment hedges for accounting purposes. They provide an offset to structural foreign exchange exposures to the extent that there are net assets in overseas operations available. Economic hedges of other currency net investments in foreign operations represent monetary liabilities that are not booked as net investment hedges.

 

 

Key points (audited)

 

·      The decrease in net investments in foreign operations mainly reflected the merger of Alawwal bank with SABB, which was followed by the liquidation of RFS Holdings B.V., as a result of which non-controlling interests decreased to nil. The decrease in residual structural foreign currency exposures was due to lower equity investment in eurozone businesses following dividend payments and increased hedging of non-sterling businesses other than Alawwal bank.

 

·      RBS’s equity shareholding in SABB is held as FVOCI equity shares by NWM Plc and is therefore not included in the above table. Please refer to the equity risk table. The SABB equity shares are not hedged for foreign exchange risk.

 

·      Changes in foreign currency exchange rates affect equity in proportion to structural foreign currency exposures pre-economic hedges. For example, at 31 December 2019, a 5% strengthening in foreign currencies against sterling would result in a gain of £0.4 billion in equity while a 5% weakening in foreign currencies against sterling would result in a loss of £0.4 billion in equity.

 

 

RBS – Annual Report on Form 20-F 2019

180

 

 


 

Capital and risk management

 

 

 

Non-traded market risk continued

Equity risk (audited)

Non-traded equity risk is the potential variation in income and reserves arising from changes in equity valuations. Equity exposures may arise through strategic acquisitions, venture capital investments and restructuring arrangements.

 

Investments, acquisitions or disposals of a strategic nature are referred to the Acquisitions & Disposals Committee. Once approved by the Acquisitions & Disposals Committee for execution, such transactions are referred for approval to the Board, the Executive Committee, the Chief Executive, the Chief Financial Officer or as otherwise required. Decisions to acquire or hold equity positions in the non-trading book that are not of a strategic nature, such as customer restructurings, are taken by authorised persons with delegated authority.

 

Equity positions are carried at fair value on the balance sheet based on market prices where available. If market prices are not available, fair value is based on appropriate valuation techniques or management estimates.

 

The table below shows the balance sheet carrying value of equity positions in the banking book.

 

2019

2018 

£m 

£m 

Exchange-traded equity

627

41 

Private equity

249

303 

Other

76

87 

952

431 

 

The exposures may take the form of (i) equity shares listed on a recognised exchange, (ii) private equity shares defined as unlisted equity shares with no observable market parameters or (iii) other unlisted equity shares.

 

2019

2018 

£m 

£m 

Net realised gains arising from disposals

114

23 

Unrealised gains included in Tier 1 or Tier 2 capital

(40)

153 

 

Note:

 

(1)   Includes gains or losses on FVOCI instruments only.

 

Key point

 

·   The increase in equity investments reflects the SABB FVOCI equity shares acquired by NWM Plc from NWM N.V. following the Alawwal bank and SABB merger.

 

 

Accounting volatility risk

Accounting volatility risk arises when an exposure is accounted for at amortised cost but economically hedged by a derivative that is accounted for at fair value. Although this is not an economic risk, the difference in accounting between the exposure and the hedge creates volatility in the income statement.

 

Accounting volatility can be mitigated through hedge accounting. However, residual volatility will remain in cases where accounting rules mean that hedge accounting is not an option, or where there is some hedge ineffectiveness. Accounting volatility risk is reported to the Asset & Liability Management Committee monthly and capitalised as part of the Internal Capital Adequacy Assessment Process.

 

RBS – Annual Report on Form 20-F 2019

181

 

 


 

Capital and risk management

 

 

 

 

Traded market risk

Definition (audited)

Traded market risk is the risk arising from changes in fair value on positions, assets, liabilities or commitments in trading portfolios as a result of fluctuations in market prices.

 

 

Sources of risk (audited)

Traded market risk mainly arises from RBS’s trading activities. These activities provide a range of financing, risk management and investment services to clients - including corporations and financial institutions - around the world. From a market risk perspective, activities are focused on rates; currencies; securitised products; and traded credit. RBS undertakes transactions in financial instruments including debt securities, as well as securities financing and derivatives.

 

All material traded market risk resides in NatWest Markets. The key categories are interest rate risk, credit spread risk and foreign currency price risk.

 

Trading activities may also give rise to counterparty credit risk. For further detail refer to the Credit risk section.

 

 

Key developments in 2019

 

·    Geopolitical risk resulted in periods of market volatility during the year as a result of increased political and economic risks and uncertainty in the UK and global markets.

 

·    Despite this volatility, traded VaR remained well within appetite throughout the year.

 

Risk governance (audited)

Market risk policy statements set out the governance and risk management framework. Responsibility for identifying, measuring, monitoring and controlling market risk arising from trading activities lies with the relevant trading business. The Market Risk function independently advises on, monitors and challenges the risk-taking activities undertaken by the trading business ensuring these are within constraints of the market risk framework, policies, and risk appetite statements and measures.

 

 

Risk appetite

RBS’s qualitative appetite for traded market risk is set out in the traded market risk appetite statement. Quantitative appetite is expressed in terms of exposure limits. The limits at RBS level comprise value-at-risk (VaR) and stressed value-at-risk (SVaR). More details on these are provided on the following pages.

 

For each trading business, a document known as a dealing authority compiles details of all applicable limits and trading restrictions. The desk-level mandates comprise qualitative limits related to the product types within the scope of each desk, as well as quantitative metrics specific to the desk’s market risk exposures. These additional limits and metrics aim to control various risk dimensions such as exposure size, aged inventory, currency and tenor.

 

The limits are reviewed to reflect changes in risk appetite, business plans, portfolio composition and the market and economic environments. The limit review has been enhanced to improve the alignment between traded market risk exposure and capital usage. This is done by analysing the relationship between VaR and SVaR and the NWM Plc solo CET1 ratio.

 

To ensure approved limits are not breached and that RBS remains within its risk appetite, triggers at RBS and lower levels have been set such that if exposures exceed a specified level, action plans are developed by the relevant business and the Market Risk function and implemented. For more detail on risk appetite, refer to page 117.

 

Risk controls

For information on risk controls, refer to page 117.

 

Risk monitoring and mitigation

Traded market risk is identified and assessed by gathering, analysing, monitoring and reporting market risk information at desk, business, franchise and RBS-wide levels. Industry expertise, continued system developments and techniques such as stress testing are also used to enhance the effectiveness of the identification and assessment of all material market risks.

 

Traded market risk exposures are monitored against limits and analysed daily by market risk reporting and control functions. A daily report summarising the position of exposures against limits at desk, business, franchise and RBS levels is provided to senior management and market risk managers across the function. Limit reporting is supplemented with regulatory capital and stress testing information as well as ad hoc reporting.

 

A risk review of trading businesses is undertaken weekly with senior risk and front office staff. This includes a review of profit and loss drivers, notable position concentrations and other positions of concern.

 

Business profit and loss performance is monitored automatically through loss triggers which, if breached, require a remedial action plan to be agreed between the Market Risk function and the business. The loss triggers are set using both a fall-from-peak approach and an absolute loss level. In addition, regular updates on traded market risk positions are provided to the Executive Risk Committee and Board Risk Committee.

 

Risk measurement

RBS uses VaR, SVaR and the incremental risk charge to measure traded market risk. Risks that are not adequately captured by VaR or SVaR are captured by the Risks Not In VaR (RNIV) framework to ensure that RBS is adequately capitalised for market risk. In addition, stress testing is used to identify any vulnerabilities and potential losses.

 

The key inputs into these measurement methods are market data and risk factor sensitivities. Sensitivities refer to the changes in trade or portfolio value that result from small changes in market parameters that are subject to the market risk limit framework. Revaluation ladders are used in place of sensitivities to capture the impact of large moves in risk factors or the joint impact of two risk factors.

 

These methods have been designed to capture correlation effects and allow RBS to form an aggregated view of its traded market risk across risk types, markets and business lines while also taking into account the characteristics of each risk type.

 

Value-at-risk

For internal risk management purposes, VaR assumes a time horizon of one trading day and a confidence level of 99%.

 

The internal VaR model – which captures all trading book positions including those products approved by the regulator – is based on a historical simulation, utilising market data from the previous 500 days on an equally-weighted basis.

 

The model also captures the potential impact of interest rate risk; credit spread risk; foreign currency price risk; equity price risk; and commodity price risk.

 

When simulating potential movements in such risk factors, a combination of absolute, relative and rescaled returns is used.

 

Testing of the performance and adequacy of the VaR model is done on a regular basis through the following processes:

 

·    Back-testing – Internal and regulatory back-testing is conducted on a daily basis. (Information on internal back-testing is provided in this section. Information on regulatory back-testing appears in the Pillar 3 report).

 

·    Ongoing model validation – VaR model performance is assessed both regularly and on an ad-hoc basis if market conditions or portfolio profile change significantly.

 

·    Model Risk Management review – As part of the model lifecycle, all risk models (including the VaR model) are independently reviewed to ensure the model is still fit for purpose given current market conditions and portfolio profile. For further detail on the independent model validation carried out by Model Risk Management refer to page 191. More information relating to pricing and market risk models is presented in the Pillar 3 report.

 

RBS – Annual Report on Form 20-F 2019

182

 

 


 

Capital and risk management

 

 

 

 

Traded market risk continued

One-day 99% traded internal VaR

 

 

Traded VaR (1-day 99%) (audited)

The table below shows one-day 99% internal VaR for RBS’s trading portfolios, split by exposure type.

 

2019

2018

Average

Maximum

Minimum

Period end

Average

Maximum

Minimum

Period end

£m

£m

£m

£m

£m

£m

£m

£m

Interest rate

9.7

16.9

6.3

10.6

14.3 

27.3 

9.2 

13.0 

Credit spread

10.5

14.5

7.0

10.6

11.0 

24.2 

6.9 

8.2 

Currency

4.0

10.5

1.6

3.2

3.1 

7.6 

1.4 

5.3 

Equity

0.7

2.2

0.3

0.9

0.8 

1.6 

0.3 

0.8 

Commodity

0.2

0.5

0.0

0.1

0.3 

1.0 

0.1 

0.1 

Diversification (1)

(10.3)

(11.3)

(10.5)

(8.8)

Total

14.8

21.5

10.1

14.1

19.0 

35.6 

11.7 

18.6 

 

Note:

 

(1)  RBS benefits from diversification since it reduces risk by allocating positions across various financial instrument types, currencies and markets. The extent of the diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.

 

Key points

·    Despite market volatility driven by geopolitical risk throughout the year, traded VaR remained well within appetite.

 

·    The decrease in the average VaR compared to 2018 is attributed to peaks in H1 2018 due to long euro rates positioning and bond syndication activity.

 

 

RBS – Annual Report on Form 20-F 2019

183

 

 


 

Capital and risk management

 

 

 

 

Traded market risk continued

VaR back-testing

The main approach employed to assess the VaR model’s ongoing performance is back-testing, which counts the number of days when a loss exceeds the corresponding daily VaR estimate, measured at a 99% confidence level.

 

Two types of profit and loss (P&L) are used in back-testing comparisons: Actual P&L and Hypothetical (Hypo) P&L. For more details on the back-testing approach, refer to the Pillar 3 report.

 

The table below shows internal back-testing exceptions in the major NatWest Markets businesses for the 250-business-day period to 31 December 2019. Internal back-testing compares one-day 99% traded internal VaR with Actual and Hypo P&L.

 

Back-testing exceptions

Actual

Hypo

Rates

2

4

Currencies

2

6

Credit

 

Key points

 

·  Statistically RBS would expect to see back-testing exceptions 1% of the time over the 250-day period.

 

·  The exceptions in the Rates business were mainly driven by market moves in sterling and euro rates.

 

·  The exceptions in the Currencies business were mainly driven by volatility in the foreign exchange market, including movements in the euro/sterling and sterling/US dollar exchange rates.

 

 

Stressed VaR (SVaR)

As with VaR, the SVaR methodology produces estimates of the potential change in the market value of a portfolio, over a specified time horizon, at a given confidence level. SVaR is a VaR-based measure using historical data from a one-year period of stressed market conditions.

 

A simulation of 99% VaR is run on the current portfolio for each 250-day period from 2005 to the current VaR date, moving forward one day at a time. The SVaR is the worst VaR outcome of the simulated results.

 

This is in contrast with VaR, which is based on a rolling 500-day historical data set. A time horizon of ten trading days is assumed with a confidence level of 99%.

 

The internal traded SVaR model captures all trading book positions.

 

 

Period-end
2019

Period-end
2018

 

£m

£m

10-day 99% traded internal SVaR

90

161

 

Key point

 

·  The decrease in period-end SVaR was driven by a reduction of SVaR tail risk due to hedging undertaken to address market volatility.

 

Risks not in VaR (RNIVs)

The RNIV framework is used to identify and quantify market risks that are not fully captured by the internal VaR and SVaR models.

 

RNIV calculations form an integral part of ongoing model and data improvement efforts to capture all market risks in scope for model approval in VaR and SVaR.

 

For further qualitative and quantitative disclosures on RNIVs, refer to the Market Risk section of the Pillar 3 Report.

 

Stress testing

For information on stress testing, refer to page 118.

 

Incremental risk charge (IRC)

The IRC model quantifies the impact of rating migration and default events on the market value of instruments with embedded credit risk (in particular, bonds and credit default swaps) held in the trading book. It further captures basis risk between different instruments, maturities and reference entities. For further qualitative and quantitative disclosures on the IRC, refer to the Market Risk section of the Pillar 3 Report.

 

RBS – Annual Report on Form 20-F 2019

184

 

 


 

Capital and risk management

 

 

 

 

Market risk – other disclosures

Replacement of Interbank Offered Rates (IBORs) (audited)

 

Central banks and regulators in major jurisdictions (notably the UK, the EU, the US, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for IBOR based interest rates.

 

The FCA, which regulates the London Interbank Offered Rate (LIBOR) in the UK, has announced that it will not compel panel banks to contribute to LIBOR after 2021. The EU regulation on benchmark interest rates imposed conditions under which only compliant benchmarks may be used in new contracts after 2021.

 

In the UK, the Sterling Overnight Index Average (SONIA) has been selected as the preferred near Risk Free Rate (RFR) for the sterling markets. This rate is based on the overnight interest rates in wholesale markets and can be compounded over a lending period, which allows a term structure to be built.

 

Following this decision, the Bank of England announced that all LIBOR-linked financial instruments should be transitioned to SONIA by the end of 2021. Transition mechanisms have been established and market participants are in the process of converting their LIBOR-linked contracts into RFR contracts.

 

The transition to RFR means that, in line with the transition provisions and to deal with the basis risk between the IBOR-based benchmark rates and the RFRs, a spread had to be added to the preferred RFR to maintain the original economics of the contract. This is dependent on the tenor of the original IBOR based rate.

 

RBS is fully engaged in the IBOR replacement discussions in the key markets where it operates. Meanwhile, it continues to implement plans to appropriately mitigate the risks associated with the expected discontinuation of certain unsecured IBOR-referenced benchmark interest rates, including the LIBOR. In this regards, RBS:

 

·   has reviewed, or is in the process of reviewing, the fall-back language for LIBOR-linked instruments, notably floating-rate notes, capital instruments, LIBOR-referenced syndicated loans, asset-backed securities and LIBOR-referenced bilateral loan arrangements – in line with the recommendations of the Alternative Reference Rates Committee, the International Swaps and Derivatives Association and the International Organisation of Securities Commissions and the requirements of the EU benchmarks Regulation.

 

·   has been actively engaged in the discussions which led to the transition relief being provided by the International Accounting Standards Board (IASB) in relation to hedge accounting under both IAS 39 – ‘Financial instruments – Recognition and Measurement’ (IAS 39) and IFRS 9 – ‘Financial Instruments’ (IFRS 9).

 

·   continues to engage with regulators and standard setters in relation to the additional items for which relief is being considered, notably accounting for modifications of financial instruments.

 

·   continues to liaise with regulators, standard setters, industry groups and customers on other relevant matters as the transition to risk-free rates progresses.

 

·   is in the process of adjusting its products, processes and information systems to deal with the expected effects of the discontinuation of LIBOR, notably the transition and calculation rules.

 

 

 

Based on our current assessment the chart and tables below provide an overview of the proportion of the key line items in the balance sheet that are sensitive to IBOR-based rates and associated contractual maturities.

 

 

 

 

The graph above excludes capital instruments as these are not sensitive to IBOR-based rates.

 

RBS – Annual Report on Form 20-F 2019

185

 

 


 

Capital and risk management

 

 

 

 

Market risk – other disclosures continued

The following tables show the balance sheet categories by average contractual maturity.

 

Average contractual maturity

GBP LIBOR

USD LIBOR

EURO (IBOR)

Other IBOR

Non Sensitive

Total

Asset derivatives

  < 1 year

5%

3%

9%

— 

83%

100%

  1-2 years

8%

17%

21%

3%

51%

100%

  3-5 years

9%

16%

41%

2%

32%

100%

  > 5 years

22%

16%

29%

1%

32%

100%

 

 

 

 

 

 

 

Loans to customers - amortised cost

  < 1 year

49%

20%

30%

1%

— 

100%

  1-2 years

62%

13%

23%

2%

— 

100%

  3-5 years

67%

11%

20%

2%

— 

100%

  > 5 years

5%

— 

1%

— 

94%

100%

 

 

 

 

 

 

 

Other financial liabilities

  < 1 year

11%

— 

1%

22%

66%

100%

  1-2 years

— 

10%

— 

20%

70%

100%

  3-5 years

— 

5%

— 

14%

81%

100%

  > 5 years

— 

— 

6%

2%

92%

100%

 

 

 

 

 

 

 

Subordinated liabilities

  < 1 year

— 

8%

34%

54%

4%

100%

  1-2 years

— 

— 

— 

— 

100%

100%

  3-5 years

— 

— 

— 

2%

98%

100%

  > 5 years

— 

26%

— 

— 

74%

100%

 

Linkage to balance sheet

The table below analyses RBS’s balance sheet by non-trading and trading business.

 

2019

2018

Non-trading

Trading

Non-trading

Trading

 Total

business

business

 Total

business

business

£bn

£bn

£bn

£bn

£bn

£bn

 Primary risk factor

Assets

Cash and balances at central banks

77.9

77.8

0.1

88.9

88.8

0.1

Interest rate

 

 

 

 

 

 

 

 

 

 

Trading assets

76.7

0.2

76.5

75.1

0.5

74.6

  Reverse repos

24.1

24.1

24.8

24.8

Interest rate

  Securities

30.1

30.1

30.0

30.0

interest rate, credit spreads, equity

  Other

22.5

0.2

22.3

20.3

0.5

19.8

Interest rate

 

 

 

 

 

 

 

 

 

 

Derivatives

150.0

2.4

147.6

133.3

0.4

132.9

Interest rate, credit spreads, equity

Settlement balances

4.4

0.6

3.8

2.9

0.2

2.7

Settlement

Loans to banks

10.7

10.5

0.2

12.9

12.8

0.1

Interest rate

Loans to customers

326.9

326.7

0.2

305.1

304.7

0.4

Interest rate

Other financial assets

61.5

61.5

59.5

59.5

Interest rate, credit spreads, equity

Other assets

14.9

14.9

16.5

16.5

Total assets

723.0

494.6

228.4

694.2

483.4

210.8

 

 

 

 

 

 

 

 

 

 

Liabilities

Bank deposits

20.5

20.5

23.3

23.3

Interest rate

Customer deposits

369.2

369.0

0.2

360.9

360.7

0.2

Interest rate

Settlement balances

4.1

0.6

3.5

3.1

0.2

2.9

Settlement

 

 

 

 

 

 

 

 

 

 

Trading liabilities

73.9

0.1

73.8

72.3

72.3

  Repos

27.9

27.9

25.6

25.6

Interest rate

  Short positions

21.2

21.2

23.8

23.8

Interest rate, credit spreads

  Other

24.8

0.1

24.7

22.9

22.9

Interest rate

 

 

 

 

 

 

 

 

 

 

Derivatives

146.9

4.1

142.8

128.9

0.1

128.8

Interest rate, credit spreads

Other financial liabilities

45.2

44.2

1.0

39.7

38.4

1.3

Interest rate

Subordinated liabilities

10.0

10.0

10.5

10.5

Interest rate

Other liabilities

9.7

9.7

9.0

9.0

Total liabilities

679.5

458.2

221.3

647.7

442.2

205.5

 

Notes:

 

(1)

Non-trading businesses are entities that primarily have exposures that are not classified as trading book. For these exposures, with the exception of pension-related activities, the main measurement methods are sensitivity analysis of net interest income, internal non-traded VaR and fair value calculations. For more information refer to the non-traded market risk section above.

(2)

Trading businesses are entities that primarily have exposures that are classified as trading book under regulatory rules. For these exposures, the main methods used by RBS to measure market risk are detailed in the traded market risk section above.

(3)

Foreign exchange risk affects all non-sterling denominated exposures on the balance sheet across trading and non-trading businesses, and therefore has not been listed in the above tables.

 

RBS – Annual Report on Form 20-F 2019

186

 

 


 

Capital and risk management

 

 

 

 

Pension risk

Definition

Pension risk is the risk to RBS caused by its contractual or other liabilities to, or with respect to, a pension scheme (whether established for its employees or those of a related company or otherwise). It is also the risk that RBS will make payments or other contributions to, or with respect to, a pension scheme because of a moral obligation or because RBS considers that it needs to do so for some other reason.

 

Sources of risk

RBS has exposure to pension risk through its defined benefit schemes worldwide. The Main section of The Royal Bank of Scotland Group Pension Fund (the Main section) is the largest source of pension risk with £46.5 billion of assets and £39.7 billion of liabilities at 31 December 2019 (2018 – £43.8 billion of assets and £35.5 billion of liabilities). Further detail on RBS’s pension obligations, including sensitivities to the main risk factors, can be found in Note 5 on the consolidated accounts.

 

Pension scheme liabilities vary with changes in long-term interest rates and inflation as well as with pensionable salaries, the longevity of scheme members and legislation. Pension scheme assets vary with changes in interest rates, inflation expectations, credit spreads, exchange rates, and equity and property prices. RBS is exposed to the risk that the schemes’ assets, together with future returns and additional future contributions, are estimated to be insufficient to meet liabilities as they fall due. In such circumstances, RBS could be obliged (or might choose) to make additional contributions to the schemes, or be required to hold additional capital to mitigate this risk.

 

Key developments in 2019

 

·              During 2019, the Scheme Actuary’s annual funding update, undertaken as at 31 December 2018, showed that the Main section was fully funded on the basis used for formal triennial funding valuations. This funding position was reached following the £2 billion sponsor contribution made in 2018 while the Trustee reduced the investment risk in the Main section and added further protection against the potential impact of interest rate and inflation movements on the Main section’s liabilities, as agreed through the Memorandum of Understanding in 2018.

 

Risk governance

The Group Pension Committee is chaired by the Chief Financial Officer. During 2019, it received its authority from the Group Executive Committee and formulated RBS’s view of pension risk. The Group Pension Committee is a key component of RBS’s approach to managing pension risk and it reviews and monitors risk management, asset and liability strategy and financing issues on behalf of RBS. It also considers investment strategy proposals from the Trustee of the Main section.

 

For further information on Risk governance, refer to page 115.

 

Risk appetite

RBS maintains an independent view of the risk inherent in its pension funds. RBS has an annually reviewed pension risk appetite statement incorporating defined metrics against which risk is measured. RBS undertakes regular pension risk monitoring and reporting to the Board, the Board Risk Committee and the Group Pension Committee on the material pension schemes that RBS has an obligation to support.

 

Risk controls

A pension risk management framework is in place to provide formal controls for pension risk reporting, modelling, governance and stress testing. A pension risk policy, which sits within the RBS policy framework, is also in place and is subject to associated framework controls.

 

Risk monitoring and measurement

Pension risk is monitored by the Executive Risk Committee and the Board Risk Committee by way of the quarterly Risk Management Report.

 

RBS also undertakes stress tests on its material defined benefit pension schemes each year. These tests are also used to satisfy the requests of regulatory bodies such as the Bank of England.

 

The stress testing framework includes pension risk capital calculations for the purposes of the Internal Capital Adequacy Assessment Process as well as additional stress tests for a number of internal management purposes. The results of the stress tests and their consequential impact on RBS’s balance sheet, income statement and capital position are incorporated into the overall RBS stress test results.

 

Risk mitigation

Following risk mitigation measures taken by the Trustee in recent years, the Main section is now well protected against interest rate and inflation risks and is being run on a low risk basis with relatively small equity risk exposure. The Main section also uses derivatives to manage the allocation of the portfolio to different asset classes and to manage risk within asset classes.

 

The potential impact of climate change is one of the factors considered in managing the assets of the Main section. The Trustee monitors the risk to its investments from changes in the global environment and invests, where return justifies the risk, in sectors that reduce the world’s reliance on fossil fuels, or that may otherwise promote environmental benefits. Further details regarding the Main section Trustee’s approach to managing climate change risk can be found in its Responsible Ownership Policy.

 

Compliance & conduct risk

Definition

Compliance risk is the risk that the behaviour of RBS towards customers fails to comply with laws, regulations, rules, standards and codes of conduct. Such a failure may lead to breaches of regulatory requirements, organisational standards or customer expectations and could result in legal or regulatory sanctions, material financial loss or reputational damage.

 

Conduct risk is the risk that the conduct of RBS and its subsidiaries and its staff towards customers – or in the markets in which it operates – leads to unfair or inappropriate customer outcomes and results in reputational damage, financial loss or both.

 

Sources of risk

Compliance and conduct risks exist across all stages of RBS’s relationships with its customers and arise from a variety of activities including product design, marketing and sales, complaint handling, staff training, and handling of confidential insider information. As set out in Note 26 on the consolidated accounts, RBS and certain members of staff are party to legal proceedings and are subject to investigation and other regulatory action in the UK, the US and other jurisdictions.

 

Key developments in 2019

 

·           Policies were simplified and enhanced to reflect regulatory changes and technical training delivered across the lines of defence.

 

·           Ongoing investment in regulatory technology.

 

·           Planning for LIBOR transition continued including an extended SONIA pilot and further industry engagement.

 

·           Preparations continued for a number of Brexit outcomes.

 

·           Enhanced operational capabilities to cope with unprecedented volumes of PPI mis-selling claims.

 

Risk governance

 

RBS defines appropriate standards of compliance and conduct and ensures adherence to those standards through its risk management framework. Relevant compliance and conduct matters are escalated through Executive Risk Committee and Board Risk Committee.

 

RBS – Annual Report on Form 20-F 2019

187

 

 


 

Capital and risk management

 

 

 

 

Compliance & conduct risk continued

Risk appetite

Risk appetite for compliance and conduct risks is set at Board level. Risk appetite statements articulate the levels of risk that legal entities, businesses and functions work within when pursuing their strategic objectives and business plans.

 

Risk controls

A range of controls is operated to ensure the business delivers good customer outcomes and is conducted in accordance with legal and regulatory requirements. A suite of policies addressing compliance and conduct risks set appropriate standards across RBS. Examples of these include the Complaints Management Policy, Client Assets & Money Policy, and Product Lifecycle Policy as well as policies relating to customers in vulnerable situations, cross-border activities and market abuse. Continuous monitoring and targeted assurance is carried out as appropriate.

 

Risk monitoring and measurement

Compliance and conduct risks are measured and managed through continuous assessment and reporting to RBS’s senior risk committees and at Board level. The compliance and conduct risk framework facilitates the consistent monitoring and measurement of compliance with laws and regulations and the delivery of consistently good customer outcomes. The first line of defence is responsible for effective risk identification, reporting and monitoring, with oversight, challenge and review by the second line. Compliance and conduct risk management is also integrated into RBS’s strategic planning cycle.

 

Risk mitigation

Activity to mitigate the most-material compliance and conduct risks is carried out across RBS with specific areas of focus in the customer-facing businesses and legal entities. Examples of mitigation include consideration of customer needs in business and product planning, targeted training, complaints management, as well as independent monitoring activity. Internal policies help support a strong customer focus across RBS. Independent assessments of compliance with applicable regulations are also carried out at a legal entity level.

 

Financial crime risk

Definition

Financial crime risk is the risk presented by criminal activity in the form of money laundering, terrorist financing, bribery and corruption, sanctions and tax evasion. It does not include fraud risk management.

 

Sources of risk

Financial crime risk may be presented if RBS’s employees, customers or third parties undertake or facilitate financial crime, or if RBS’s products or services are used to facilitate such crime. Financial crime risk is an inherent risk across all of RBS’s lines of business.

 

Key developments in 2019

 

·           Enhanced financial crime risk assessment processes were implemented to enable improved identification and mitigation of financial crime risks.

 

·           Improvements were made to transaction monitoring alert processes, including the use of risk-based artificial intelligence to facilitate focus on activity of higher concern.

 

·           Financial crime policies were refreshed and updated to reflect changes to the regulatory environment and industry best practice.

 

Risk governance

The Financial Crime Risk Executive Committee, which is chaired by the Group Chief Financial Crime Risk Officer, is the principal financial crime risk management forum. The committee reviews and, where appropriate, escalates material financial crime risks and issues across RBS to the Executive Risk Committee and the Board Risk Committee.

 

Risk appetite

There is no appetite to operate in an environment where systems and controls do not enable the identification, assessment, monitoring, management and mitigation of financial crime risk. RBS’s systems and controls must be comprehensive and proportionate to the nature, scale and complexity of its businesses. There is no tolerance to systematically or repeatedly breach relevant financial crime regulations and laws.

 

Risk controls

RBS operates a framework of preventative and detective controls designed to ensure RBS mitigates the risk that it could facilitate financial crime. These controls are supported by a suite of policies, procedures and detailed instructions to ensure they operate effectively.

 

Risk monitoring and measurement

Financial crime risks are identified and reported through continuous risk management and regular monthly reporting to RBS’s senior risk committees and the Board. Quantitative and qualitative data is reviewed and assessed to measure whether financial crime risk is within RBS’s risk appetite.

 

Risk mitigation

Through the financial crime framework, RBS employs relevant policies, systems, processes and controls to mitigate financial crime risk. This would include the use of dedicated screening and monitoring controls to identify people, organisations, transactions and behaviours which might require further investigation or other actions. RBS ensures that centralised expertise is available to detect and disrupt threats to RBS and its customers. Intelligence is shared with law enforcement, regulators and government bodies to strengthen national and international defences against those who would misuse the financial system for criminal motives.

 

Climate-related financial risk

Definition

Climate-related financial risk is the threat of financial loss associated with the impact of climate change and the political, economic and environmental responses to it.

 

Sources of risk

Physical risks can arise from climate and weather-related events such as heatwaves, droughts, floods, storms and sea level rises. They can potentially result in financial losses, impairing asset values and the creditworthiness of borrowers. RBS could be exposed to physical risks directly by the impacts on its property portfolio and, indirectly, by the impacts on the wider economy as well as impacts on the property and business interests of its customers.

 

Transition risks can arise from the process of adjustment towards a low-carbon economy. Changes in policy, technology and sentiment could prompt reassessment of customers’ financial risk and may lead to falls in the value of a large range of assets. RBS could be exposed to transition risks directly through the costs of adaptation within economic sectors and markets as well as supply chain disruption leading to financial impacts on RBS and its customers. Potential indirect effects include the erosion of RBS’s competitiveness, profitability, or potential reputation damage.

 

Key developments in 2019

 

·                   Climate-related financial risk was classified as a top risk.

 

·                   A strategy has been developed to embed the financial risks arising from climate change in RBS’s risk management framework.

 

·                   RBS developed a multi-phase, multi-year plan to build out capabilities across governance, risk management, scenario analysis & stress testing, and disclosures.

 

·                   In Q4 2019, a pilot project was launched with a consortium of partners to assess physical risk to elements of RBS’s retail and commercial portfolios.

 

RBS – Annual Report on Form 20-F 2019

188

 

 


 

Capital and risk management

 

 

 

 

Climate-related financial risk continued

Risk governance

The RBS Board is responsible for addressing and overseeing the financial risks from climate change within RBS’s overall business strategy and risk appetite. The potential impact, likelihood and preparedness of climate-related financial risk is reported quarterly to the Board and Board Risk Committee.

 

The Chief Risk Officer is accountable for ensuring the financial risks from climate change are captured in RBS’s risk management framework and for ensuring RBS can measure, monitor, manage and report those risks.

 

In H2 2019, RBS’s climate change working group was formalised into an RBS-wide Climate Change Programme (GCCP), with an executive steering group co-chaired by the Chief Risk Officer. The GCCP steering group, which includes cross-franchise and functional representation from RBS’s subsidiary entities, provides executive-level support, advice and resource direction on climate change strategy, including both risk management and climate-related business opportunities.

 

The management of climate-related threats requires a strategic approach that considers how decisions today affect future financial risks. A Board-approved plan has been developed to integrate the management of climate-related risks within the risk management framework.

 

Risk appetite

As part of RBS’s strategy for managing climate-related financial risk, it will be incorporated in the setting of appetite for all relevant risk disciplines. If it is deemed to have a material impact on a particular risk discipline then changes to relevant policies and procedures will be made accordingly. Availability of data and the robustness of risk measurement methodologies will influence the timing of any proposed changes.

 

Risk monitoring and measurement

Plans have been developed to ensure climate-related financial risks are considered in the tools made available to risk disciplines for risk monitoring and measurement purposes.

 

A process is underway to identify where climate risk requires the use of new key data elements, new risk metrics and enhancement of risk methodologies. The outputs of the Bank of England’s 2021 biennial exploratory scenario will be used to further enhance RBS’s capabilities for the measurement of climate-related risks.

 

RBS Group continues to participate in several industry-wide initiatives to develop consistent risk measurement methodologies. RBS Group is a founding signatory of the United Nations Environment Programme Finance Initiative (UNEP FI) Principles for Responsible Banking, which aims to promote sustainable finance around the globe. Through UNEP-FI, RBS Group is participating in three thematic modules exploring how climate change will affect real estate, agriculture and land use. It is also represented on the Climate Financial Risk Forum, established by the PRA and FCA to shape the financial service industry’s response to the challenges posed by climate risk.

 

For further detail, please see Strategic Report from page 38 to 42.

 

Operational risk

Definition

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or external events. It arises from day-to-day operations and is relevant to every aspect of the business.

 

Sources of risk

Operational risk may arise from a failure to manage operations, systems, transactions and assets appropriately. This can take the form of human error, an inability to deliver change adequately or on time, the non-availability of technology services, or the loss of customer data. Fraud and theft – as well as the increasing threat of cyber attacks – are sources of operational risk, as is the impact of natural and man-made disasters. Operational risk can also arise from a failure to account for changes in law or regulations or to take appropriate measures to protect assets.

 

Key developments in 2019

 

·           There was an improvement in the operational risk profile, indicated by an improved control environment, with residual elements under close management.

 

·           A focus remained on maintaining operational resilience and ensuring preparedness for external threats and challenges such as cyber attacks and Brexit.

 

·           The threat landscape continued to evolve during 2019 and RBS invested in control enhancements to keep pace. This included new anti-malware controls and improved security testing to quickly detect and remediate vulnerabilities.

 

·           Progress was made in embedding an innovation framework to help deliver innovative solutions to customers safely and at pace.

 

·           Following the introduction of ring-fencing and Operational Continuity in Resolution requirements, a consistent approach was introduced to identify and capture the risk associated with service provision of service between its legal entities.

 

·           There was an increased focus on ensuring the security and business strategies were aligned. Security is considered at the outset of new business projects to ensure they are delivered in a safe and secure manner. The number of critical customer impacting incidents continued to reduce year-on-year. There were 14 criticality 1 incidents in 2019 compared to 19 in 2018.

 

·           Internal training programmes ensure all employees are aware of the threats facing RBS and remain vigilant to unauthorised attempts to access systems and data.

 

Risk governance

A strong operational risk management function is vital to support RBS’s ambitions to serve its customers better. Improved management of operational risk against defined appetite directly supports the strategic risk objective of improving stakeholder confidence and is vital for stability and reputational integrity.

 

The Operational Risk function, which is the second line of defence, delivers a robust operational risk management framework and culture across RBS.

 

The Operational Risk function is responsible for the execution and continuous improvement of the operational risk management framework, reporting and escalating key concerns to Executive Risk Committee and Board Risk Committee.

 

Risk appetite

Operational risk appetite supports effective management of material operational risks. It expresses the level and types of operational risk RBS is willing to accept to achieve its strategic objectives and business plans.

 

RBS – Annual Report on Form 20-F 2019

189

 

 


 

Capital and risk management

 

 

 

 

Operational risk continued

The RBS-wide operational risk appetite statement encompasses the full range of operational risks faced by its legal entities, businesses and functions.

 

A subset of the most material risk appetite measures are defined as board risk measures, which are those that align to strategy and should the limit be breached, would impact on the ability to achieve business plans and threaten stakeholder confidence.

 

Risk controls and mitigation

The Control Environment Certification (CEC) process is a half yearly self-assessment by the CEOs of RBS’s principal businesses, functions and legal entities, providing a consistent and comparable view on the adequacy and effectiveness of the internal control environment.

 

CEC covers material risks and the underlying key controls, including financial, operational and compliance controls, as well as supporting risk management frameworks. The CEC outcomes, including forward-looking assessments for the next two half-yearly cycles and progress on control environment improvements, are reported to Group Audit Committee and Board Risk Committee. They are also shared with external auditors.

 

The CEC process helps to ensure compliance with the RBS Policy Framework, Sarbanes-Oxley 404 requirements concerning internal control over financial reporting (as referenced in the Compliance report on page 108), and certain requirements of the UK Corporate Governance Code.

 

Risks are mitigated by applying key preventative and detective controls, an integral step in the risk assessment methodology which determines residual risk exposure. Control owners are accountable for the design, execution, performance and maintenance of key controls. Key controls are regularly assessed for adequacy and tested for effectiveness. The results are monitored and, where a material change in performance is identified, the associated risk is re-evaluated.

 

Risk monitoring and measurement

Risk and control assessments are used across all business areas and support functions to identify and assess material operational and conduct risks and key controls. All risks and controls are mapped to RBS’s Risk Directory. Risk assessments are refreshed at least annually to ensure they remain relevant and capture any emerging risks and also ensure risks are reassessed.

 

The process is designed to confirm that risks are effectively managed in line with risk appetite. Controls are tested at the appropriate frequency to verify that they remain fit-for-purpose and operate effectively to reduce identified risks.

 

RBS uses the standardised approach to calculate its Pillar 1 operational risk capital requirement. This is based on multiplying three years’ average historical gross income by coefficients set by the regulator based on business line. As part of the wider Internal Capital Adequacy Assessment Process an operational risk economic capital model is used to assess Pillar 2A, which is a risk-sensitive add-on to Pillar 1. The model uses historical loss data (internal and external) and forward-looking scenario analysis to provide a risk-sensitive view of RBS’s P2A capital requirement.

 

Scenario analysis is used to assess how extreme but plausible operational risks will affect RBS. It provides a forward-looking basis for evaluating and managing operational risk exposures.

 

Refer to the Capital, liquidity and funding risk section for operational risk capital requirement figures.

 

Operational resilience

RBS manages and monitors operational resilience through its risk and control assessments methodology. This is underpinned by setting and monitoring risk indicators and performance metrics for key business services. Progress continues on the response to regulator expectations on operational resilience, with involvement in a number of industry wide operational resilience forums. This enables a more holistic view of RBS’s operational resilience risk profile and the pace of ongoing innovation and change, internally and externally.

 

Progress also continues on the response to the EBA Guidelines on Outsourcing Arrangements which were issued on 25 February 2019. This ensures that increases in outsourcing (as seen across the industry), to increase efficiency and further embrace new technologies, is managed safely.

 

Event and loss data management

The operational risk event and loss data management process ensures RBS captures and records operational risk financial and non-financial events that meet defined criteria. Loss data is used for regulatory and industry reporting and is included in capital modelling when calculating economic capital for operational risk. The most serious events are escalated in a simple, standardised process to all senior management, by way of a Group Notifiable Event Process.

 

All financial impacts associated with an operational risk event are reported against the date they were recorded in RBS’s financial accounts. A single event can result in multiple losses (or recoveries) that may take time to crystallise. Losses and recoveries with a financial accounting date in 2019 may relate to events that occurred, or were identified in, prior years. RBS purchases insurance against specific losses and to comply with statutory or contractual requirements.

 

Percentage and value of events
At 31 December 2019, events aligned to the clients, products and business practices (CBPB) event category accounted for 94% of RBS’s operational risk losses (2018 – 98%), with fraud accounting for 5% (2018 – 2%).

 

The decrease in CBPB reflected a fall in losses associated with legacy conduct-related matters, with the increase in fraud primarily due to the introduction of the Contingent Reimbursement Model in May 2019, which resulted in RBS having increased liability for reimbursing customers impacted by Authorised Push Payment scams.

 

Value of events

Volume of events (1)

£m

Proportion

Proportion

2019

2018 

2019

2018 

2019

2018 

Fraud

51

33

5%

2%

93%

89%

Clients, products and business practices

1,026

1,581

94%

98%

3%

6%

Execution, delivery and process management

7

5

1%

3%

4%

Employment practices and workplace safety

1

1%

1%

Technology and infrastructure failures

1

1,086

1,619

100%

100%

100%

100%

 

Note:

(1)        Based on the volume and value of events (the proportion and cost of operational risk events to RBS) where the associated loss is more than or equal to £10,000.

 

RBS – Annual Report on Form 20-F 2019

190

 

 


 

Capital and risk management

 

 

 

 

Model risk

Definition

Model risk is the risk that a model is specified incorrectly (not achieving the objective for which it is designed), implemented incorrectly (an error in translating the model specification into the version actually used), or being used incorrectly (correctly specified but applied inappropriately).

 

Sources of risk

RBS uses a variety of models as part of its risk management process and activities. Key examples include the use of model outputs to support risk assessments in the credit approval process, ongoing credit risk management, monitoring and reporting, as well as the calculation of risk-weighted assets and impairment provisions. Other examples include the use of models to measure market risk exposures and calculate associated capital requirements, as well as for the valuation of positions. The models used for stress-testing purposes also play a key role in ensuring RBS holds sufficient capital, even in stressed market scenarios.

 

Governance

A governance framework is in place to ensure policies and processes relating to models are appropriate and effective. Issues are escalated to senior management, through the Model Risk Forum, and the relevant business and function risk committees. The committees also consider whether a model can be approved for use. Models used for regulatory reporting may additionally require regulatory approval before implementation.

 

Risk appetite

Model risk appetite is defined in the model risk appetite statement and approved by the Board. Model owners and model users are responsible for monitoring performance against appetite, reporting on the model population and carrying out any necessary remediation for positions outside appetite.

 

Risk controls

Validation for material models is conducted by an independent risk function. Validation also ensures models are developed and implemented appropriately and that their operational environment is fit for purpose. Reviews of relevant models are carried out for new models or amendments to existing models and as part of an ongoing programme to assess model performance. Reviews may test and challenge the logic and conceptual soundness of the methodology or the assumptions underlying a model. Reviews may also test whether or not all appropriate risks have been sufficiently captured as well as checking the accuracy and robustness of calculations.

 

Risk monitoring and measurement

The appropriateness of approved risk models is reassessed on a periodic basis. Each periodic review begins with an initial assessment. Based on the initial assessment, an internal model governance committee will decide to re-ratify a model or to carry out additional work. The initial assessment considers factors such as a change in the size or composition of the portfolio, market changes, the performance of – or any amendments to – the model and the status of any outstanding issues or scheduled activities carried over from previous reviews.

 

Risk mitigation

Model risk is mitigated by ensuring adherence to policies and procedures relating to the approval, validation and ongoing monitoring of material models.

 

Reputational risk

Definition

Reputational risk is the threat to RBS’s public image from a failure to meet stakeholders’ expectations in relation to performance, conduct or business profile. Stakeholders include customers, investors, employees, suppliers, government, regulators, special interest and consumer groups, media and the general public.

 

Sources of risk

Reputational risk can arise from the conduct of employees; customer activities and the sectors and countries in which they operate; provision of products and transactions; as well as operations and infrastructure. Unexpected external events can also pose a reputational risk to RBS.

 

Key developments in 2019

 

·              Updated existing environmental, social and ethical risk acceptance criteria to reflect changes in the wider external environment.

 

·              Enhanced existing escalation processes for businesses and improved reputational risk management in functions.

 

·              Consideration of climate change issues within the reputational risk framework.

 

Risk governance

A reputational risk policy supports reputational risk management across RBS. Reputational risk committees review relevant issues at an individual business or entity level, while the Reputational Risk Committee – which has delegated authority from the Executive Risk Committee – opines on cases, issues, sectors and themes that represent a material reputational risk to RBS. The Board Risk Committee oversees the identification and reporting of reputational risk. The Sustainable Banking Committee has a specific focus on environmental, social and ethical issues.

 

Risk appetite

RBS manages and articulates its appetite for reputational risk through a qualitative reputational risk appetite statement and quantitative measures. RBS seeks continuous improvement in the identification, assessment and management of customers, transactions, products and issues that present a material reputational risk.

 

Risk controls

Standards of conduct are in place across RBS requiring strict adherence to policies, procedures and ways of working to ensure business is transacted in a way that meets – or exceeds – stakeholder expectations.

 

Risk monitoring and measurement

Primary reputational risk measures are in place to assess internal activity relating to the management of reputational risk, including training. A number of secondary risk measures – including measures also used in the management of operational, conduct and financial risks – are used to assess relevant external factors. Quarterly reports on performance against these measures are provided to the Executive Risk Committee and Board Risk Committee.

 

Risk mitigation

Reputational risk is mitigated through the policy and governance framework, with ongoing staff training to ensure early identification, assessment and escalation of material issues. External, unexpected, events that could cause reputational damage are generally mitigated through RBS’s Top and Emerging Risks process.

 

The most material threats to RBS’s reputation continued to originate from historical and more recent conduct issues. As a result, RBS has been the subject of investigations and reviews by a number of regulators and governmental authorities, some of which have resulted in fines, settlements and public censure. Refer to the Litigation, investigations and reviews section of Note 26 on the consolidated accounts.

 

RBS – Annual Report on Form 20-F 2019

191

 

 


 

Financial statements

 

 

 

 

 

Page

Report of Independent Registered Public Accounting Firm

193

Consolidated income statement

198

Consolidated statement of comprehensive income

199

Consolidated balance sheet

200

Consolidated statement of changes in equity

201

Consolidated cash flow statement

203

Accounting policies

204

Notes on the consolidated accounts

 

1

Net interest income

209

2

Non-interest income

209

3

Operating expenses

210

4

Segmental analysis

212

5

Pensions

216

6

Auditor’s remuneration

220

7

Tax

221

8

Earnings per share

223

9

Trading assets and liabilities

223

10

Derivatives

224

11

Financial instruments - classification

228

12

Financial instruments - valuation

230

13

Financial instruments - maturity analysis

237

14

Loan impairment provisions

239

15

Other financial assets

240

16

Intangible assets                                                                                                                               

241

17

Other assets

242

18

Other financial liabilities

242

19

Subordinated liabilities

242

20

Other liabilities

243

21

Share capital and other equity

244

22

Leases

246

23

Structured entities

249

24

Asset transfers

250

25

Capital resources

250

26

Memorandum items

251

27

Analysis of the net investment in business interests and intangible assets

257

28

Analysis of changes in financing during the year

257

29

Analysis of cash and cash equivalents

258

30

Directors’ and key management remuneration

258

31

Transactions with directors and key management

258

32

Related parties

259

33

Post balance sheet events

259

34

Consolidating financial information

260

 

RBS – Annual Report on Form 20-F 2019

192

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

 

 

To the Shareholders and the Board of Directors of The Royal Bank of Scotland Group plc

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Royal Bank of Scotland Group plc (the “Group”) as of 31 December 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in equity and cash flow for each of the three years in the period ended 31 December 2019, the related Accounting policies and Notes 1 to 34, and the information identified as audited in the Annual Report on Remuneration in the Directors’ Remuneration Report and in the Capital and risk management section (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Group at 31 December 2019 and 2018 and the consolidated results of its operations and its cash flows for each of the three years in the period ended 31 December 2019, in conformity with International Financial Reporting Standards (“IFRS”) as adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated 13 February 2020 expressed an unqualified opinion thereon.

 

Basis for Opinion

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Group Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Future profitability estimates impacting the recognition of deferred tax and the impairment of goodwill

 

Description of the Matter

At 31 December 2019, the Group had reported goodwill of £5.6 billion and deferred tax assets of £0.7 billion as detailed in Note 7 and Note 16 in the financial statements.

 

The recognition and carrying value of deferred tax assets and goodwill are based on estimates of future profitability, which require significant management judgement and include the risk of management bias. The recognition of deferred tax assets considers the future profit forecasts of the legal entities as well as interpretation of recent changes to tax rates and laws.

 

Judgements and especially challenging, complex and subjective assumptions that are difficult to audit due to the forward looking nature and inherent uncertainties associated with such assumptions include: revenue and cost forecasts which are also impacted by the Group’s strategic review; assumptions used in the recoverability and valuation assessments (discount rates, growth rates, macroeconomic assumptions, etc.); and assumptions regarding the economic consequences of Brexit and other political developments over an extended period.

 

How We Addressed the Matter in Our Audit

We evaluated the design and operating effectiveness of controls over the preparation and review of the forecasts, the significant assumptions (such as discount rate and long-term growth rate) used in the value in use model, inputs, calculations, methodologies and judgements. This included testing controls over the macroeconomic assumptions in addition to the overall revenue and cost projections, as well as the precision applied to these.

 

With the support of our internal economic specialists, we tested whether macroeconomic assumptions, including Brexit and other geopolitical considerations, used in the Group’s forecasting process were reasonable by comparing to external sources, as well as EY internally developed forecasts. Considering the recent developments on Brexit and the continued uncertainty relating to the macroeconomic environment and its consequential impact on the forecasts, we evaluated the adequacy of disclosures in the financial statements.

 

Among other procedures, we assessed the reasonableness of revenue forecasts by evaluating the underlying business strategies, comparing to expected market trends and considering anticipated balance sheet growth.

 

We obtained an understanding of the strategic review of the Group and we considered its expected impact on the forecasts and the extent to which decisions had been factored into the forecasts, where appropriate, in accordance with the relevant accounting standards. This included the assessment of any accounting impact for the 2019 reporting period (e.g. impairment of assets, hedge accounting and provisions) and evaluation of the adequacy of the disclosure of events occurred after the reporting period. We also inspected the findings from the review performed by management including their own sensitivity analysis of the forecasts.

 

We evaluated how the discount rates and long-term growth rates used by management compared to our ranges which were determined using peer practice, external market data and calculations performed by our valuation specialists.

 

We tested how previous management forecasts, including the impact of cost reduction programmes, compared to actual results to evaluate the accuracy of the forecasting process. We assessed the achievability of future cost reduction plans by evaluating the details of the underlying initiatives and how cost ratios compared to peer banks and commentaries from external analysts.

 

We evaluated how management considered alternative assumptions and performed our own sensitivity and scenario analyses on certain assumptions such as discount rate and long-term growth rate.

 

With the support of our taxation specialists, we assessed the recoverability of deferred tax assets recognised considering management’s estimate of future taxable profits, including an assessment of the time horizon used for the recoverability of losses and other temporary differences.

 

Provisions for conduct, litigation and regulatory matters, customer remediation and claims

Description of the Matter

At 31 December 2019, the Group has reported £2.7 billion of provisions for liabilities and charges, including £1.9 billion for conduct and litigation claims, including Payment Protection Insurance (PPI) as detailed in Note 20 and 26 of the financial statements.

 

The continued litigious environment and heightened regulatory scrutiny give rise to a high level of management judgement in determining appropriate provisions and disclosures. Management judgement is needed to determine whether an obligation exists, and whether a provision should be recorded at 31 December 2019 in accordance with the accounting criteria set out under IAS 37.

 

Auditing provisions for Payment Protection Insurance (PPI) is complex considering the large number of complaints that remain unprocessed following the significant number of complaints received in the run up to the 29 August 2019 FCA deadline and considering the judgment required by management to estimate the portion of Information Requests (“IR”s) and complaints that will ultimately require PPI redress payments along with the costs associated with doing so. Auditing the adequacy of these provisions is complex because judgement is involved in the selection and use of assumptions in the estimation of material provisions and there is a risk of management bias in the determination of whether an outflow in respect of identified material conduct or legal matters is probable and can be estimated reliably. In addition, judgment is required to assess the adequacy of disclosures of provision for contingent liabilities given the underlying estimation uncertainty in the provisions.

 

How We Addressed the Matter in Our Audit

We evaluated the design and operating effectiveness of controls over the identification, estimation, monitoring and disclosure of provisions related to legal and conduct matters considering the potential for management override of controls. The controls tested, among others, included those designed and operated by management to identify and monitor claims, and to ensure the completeness and accuracy of data used to estimate provisions.

 

Among other procedures, we examined the relevant regulatory and legal correspondence to assess developments in certain cases. For the cases which were settled during the period, we compared the actual outflows with the provision that had been recorded, considered whether further risk existed, and evaluated the level of disclosures provided.

 

For the significant provisions made we assessed the provisioning methodology. For example, we tested the underlying data and assumptions used in the determination of the provisions recorded, including expected claim rates, legal costs, and the timing of settlement. We considered the accuracy of management’s historical estimates and peer bank settlement in similar cases by comparing the actual settlement to the provision. We also developed our own range of reasonable alternative estimates and compared them to management’s provision.

 

Among other procedures, we assessed the appropriateness of the PPI provision assumptions, which included the complaint conversion, uphold and average redress rates assumed for unprocessed complaints. In assessing these assumptions, we considered the Group’s recent experience, our own expectations, sensitivities, our industry knowledge, the Group’s historical forecasting accuracy in this area and correspondence during the year with regulators. We also tested the clerical accuracy of the provision calculation. We also independently determined a range of future PPI claims and compared it to management’s estimate.

 

For significant legal matters, we received confirmations from the Group’s external legal counsel for significant matters to evaluate the existence of the obligation and management’s

 

RBS – Annual Report on Form 20-F 2019

193

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

estimate of the outflow at year-end.  We assessed management’s conclusion by evaluating the underlying information used in estimating the provisions including consideration of alternate sources.  We also conducted inquiries with internal legal counsel over the existence of the legal obligations and related provision.

 

In evaluating the adequacy of these provisions, we considered regulatory developments and, for significant cases, assessed the reasonableness of the assumptions used by management by comparing to the results of our independently performed benchmarking and sensitivity analysis. Where appropriate, we involved our conduct risk specialists to assist us in evaluating the provision. We also analysed historical relevant data and whether it supported current estimates. We performed a test for unrecorded provisions to determine if there were cases not considered in the provision estimate by assessing against external legal confirmations and discussing with internal counsel.

 

We evaluated the disclosures provided on conduct, litigation, regulatory, customer remediation and claims provisions to assess whether they complied with accounting standards.

 

 

Impairment of loans

 

Description of the Matter

At 31 December 2019 the Group reported total gross loans of £340.0 billion and £3.8 billion of expected credit loss provisions, which includes an overlay of £170 million for economic uncertainty as detailed in the Credit Risk section of the Capital and risk management section and Note 14 of the financial statements.

 

Management’s judgements and estimates which are especially subjective to audit due to significant uncertainty associated with the assumptions used in the estimation in respect of the timing and measurement of expected credit losses (ECL) include: the allocation of assets to stage 1, 2, or 3 using criteria in accordance with the accounting standard; the accounting interpretations, modelling assumptions and data used to build and run the models that calculate the ECL; the inputs and assumptions used to estimate the impact of multiple economic scenarios; the completeness and valuation of post model adjustments considering the risk of management override; and the measurement of individual provisions including the assessment of multiple scenarios.

 

We also considered the complexity of management’s process to design and create financial statement disclosures given their granularity and complexity.

 

How We Addressed the Matter in Our Audit

We evaluated the design and operating effectiveness of controls across the processes relevant to ECL, including the judgements and estimates noted involving specialists to assist us in performing our procedures where appropriate. These controls, among others, included controls over the allocation of assets into stages including management’s monitoring of stage effectiveness, model monitoring including the need for post model adjustments, model validation, data accuracy and completeness, credit monitoring, multiple economic scenarios, individual provisions and production of journal entries and disclosures.

 

Among other procedures, we observed the executive finance and risk committee meetings where the inputs, assumptions and adjustments to the ECL were discussed and approved.

 

We performed an overall assessment of the ECL provision levels by stage to determine if they were reasonable by considering the overall credit quality of the Group’s portfolios, risk profile, credit risk management practices and the macroeconomic environment by considering trends in the economy and industries to which the Group is exposed.

 

We evaluated the criteria used to allocate a financial asset to stage 1, 2 or 3 in accordance with IFRS 9; this included peer benchmarking to assess staging levels. We recalculated the assets in stage 1, 2 and 3 to assess if they were allocated to the appropriate stage and performed sensitivity analysis to assess the impact of different criteria on the ECL.

 

We involved modelling specialists to assist us to test the assumptions, inputs and formulae used in a sample of ECL models. This included assessing the appropriateness of model design and formulae used, alternative modelling techniques, refinements made to models in the second year of IFRS 9, and recalculating the Probability of Default, Loss Given Default and Exposure at Default, and model implementation for a sample of models.

 

To evaluate data quality, we agreed ECL calculation data points to source systems. To test credit monitoring, we recalculated the risk ratings for a sample of performing loans.

 

We involved economic specialists to assist us to evaluate the base case and alternative economic scenarios, including evaluating probability weights and comparing to other scenarios from a variety of external sources, as well as EY internally developed forecasts. This included assessing whether forecasted macroeconomic variables were appropriate, such as GDP, unemployment rate, interest rates and the House Price Index. With the support of our modelling specialists we assessed the correlation and the overall impact of the macroeconomic factors to the ECL.

 

We assessed the completeness and appropriateness of post model adjustments and recalculated a sample. Based on current economic conditions and market circumstances, we considered the need for sector or systemic adjustments. We assessed the scenarios used and calculation of the overlay in response to economic uncertainty.

 

We involved valuation specialists to recalculate a sample of individual provisions including the alternative scenarios and evaluating probability weights assigned. The sample was based on a number of factors, including higher risk sectors and materiality.

 

We assessed the adequacy of disclosures for compliance with the accounting standards and regulatory considerations.

 

RBS – Annual Report on Form 20-F 2019

194

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

Valuation of financial instruments with higher risk characteristics including related income from trading activities

 

Description of the Matter

At 31 December 2019 the Group reported level 3 assets of £2.6 billion and level 3 liabilities of £1.3 billion as disclosed in Note 12 of the financial statements.

 

The valuation of financial instruments with higher risk characteristics involves both significant judgement and the risk of inappropriate revenue recognition through incorrect pricing as outlined below. The judgement in estimating fair value of these instruments can involve complex valuation models and significant fair value adjustments, both of which may be reliant on data inputs where there is limited market observability.

 

Management’s estimates which required significant auditor judgment include: Complex model-dependent valuations, which include interest rate swaps linked to pre-payment behaviour and interest rate and foreign exchange options with exotic features such as those having multiple call dates and variable notional amounts; and pricing inputs and calibrations for illiquid instruments, including rarely traded debt securities. Additionally, derivative instruments whose valuation is dependent upon discount rates associated with complex collateral arrangements are complex; and certain fair value adjustments made to derivatives including Funding Valuation Adjustments (FVA) and Credit Valuation Adjustments (CVA) relating to derivative counterparties whose credit spread is less readily able to be determined, and material product and deal specific adjustments on long dated derivative portfolios.

 

How We Addressed the Matter in Our Audit

We evaluated the design and operating effectiveness of controls relating to financial instrument valuation and related measurement including independent price verification, model review and approval, collateral management, and income statement analysis and reporting.

 

Among other procedures, we involved our financial instrument valuation and modelling specialists to assist us in performing the following procedures: testing complex model-dependent valuations by performing independent calculations to assess the appropriateness of models and the adequacy of assumptions and inputs used by the Group; independently re-pricing instruments that had been valued using illiquid pricing inputs, using alternative pricing sources to evaluate management’s valuation; and comparing the methodology used for fair value adjustments to current market practice. We re-valued a sample of counterparty level FVA and CVAs, compared funding spreads to third party data and independently challenged illiquid CVA inputs.

 

Where differences between our independent valuation and management’s valuation were outside our thresholds, we performed additional testing over each variance to assess the appropriateness of the valuation of financial instruments with higher risk characteristics including related income from trading activities.

 

We also performed back-testing analysis of recent trade activity to evaluate the drivers of significant differences between book value and trade value and to assess the impact on the fair value of similar instruments within the portfolio. We considered the implications of changes to the business on the valuation of financial instruments in accordance with the relevant accounting standards.

 

RBS – Annual Report on Form 20-F 2019

195

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

 

 

Recycling of foreign exchange reserve

 

Description of the Matter

Under IAS21, disposals or partial disposals of interests in foreign operations may trigger the reclassification of foreign currency translation differences that have been accumulated in equity reserves (“FX reserves”) to profit and loss. In the year ended 31 December 2019, the Group reclassified £1,480 million from FX reserves to profit and loss.

 

In 2019, a merger between Alawwal and SABB and the liquidation of RFS Holdings BV both triggered reclassification of FX reserves. The recycling amounts were calculated based on the proportion of Group FX reserves which were attributable to those investments. Auditing these judgements was involved complex auditor judgement because of the judgements involved in assessing the timing and amount of recognition.

 

The accounting judgements were: whether these 2019 transactions met the concept of disposal or partial disposals under IAS 21 and were therefore appropriate trigger events for reclassifying FX reserves to profit and loss; whether the Group’s accounting approach has been consistently applied over the years, by comparison to historical distributions made by RFS Holdings BV; and whether the overall FX reserves recorded against the relevant investments were supportable.

 

How We Addressed the Matter in Our Audit

We evaluated the design and operating effectiveness of controls over the recognition of FX reserves including management’s determination that the transaction met the applicable criteria for disposals and the calculations of the amounts reclassified into profit and loss and analytical review performed by management.

 

Among other procedures, we assessed the Group accounting policy on foreign currency translation differences against IAS 21 and assessed management’s accounting basis for the reclassification of FX reserves from equity to profit and loss. More specifically, our assessment focused on the basis for the 2019 transactions being a trigger for reclassification under IAS21 and conversely why historical transactions would not have been trigger events.

 

In addition, we assessed the determination of the amount of FX reserve being recycled for these transactions by independently recalculating the historical reserves based on all information available.

 

/s/ Ernst & Young LLP

We have served as the Group’s auditors since 2016.

London, United Kingdom

13 February 2020

 

To the Shareholders and the Board of Directors of The Royal Bank of Scotland Group plc

 

Opinion on Internal Control over Financial Reporting

We have audited The Royal Bank of Scotland Group plc’s (the “Group”) internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2019, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Group as of 31 December 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in equity and cash flow for each of the three years in the period ended 31 December 2019, the related Accounting policies and Notes 1 to 34, and the information identified as audited in the Annual Report on Remuneration in the Directors’ Remuneration Report and in the Capital and risk management section and our report dated 13 February 2020 expressed an unqualified opinion thereon.

 

Basis for Opinion

The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

 

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

RBS – Annual Report on Form 20-F 2019

196

 

 


 

Report of Independent Registered Public Accounting Firm

 

 

 

 

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Ernst & Young LLP

London, United Kingdom

13 February 2020

 

RBS – Annual Report on Form 20-F 2019

197

 

 


 

Consolidated income statement for the year ended 31 December 2019

 

 

 

 

Note 

2019

2018*

2017*

£m 

£m 

£m 

Interest receivable

11,375

11,049

11,034

Interest payable

(3,328)

(2,393)

(2,047)

Net interest income

1

8,047

8,656

8,987

Fees and commissions receivable

3,359

3,218

3,338

Fees and commissions payable

(848)

(861)

(883)

Income from trading activities

932

1,507

634

Loss on redemption of own debt

(7)

Other operating income

2,763

882

1,064

Non-interest income

2

6,206

4,746

4,146

Total income

14,253

13,402

13,133

Staff costs

(4,018)

(4,122)

(4,676)

Premises and equipment

(1,259)

(1,383)

(1,565)

Other administrative expenses

(2,828)

(3,372)

(3,323)

Depreciation and amortisation

(1,176)

(731)

(808)

Impairment of other intangible assets

(44)

(37)

(29)

Operating expenses

3

(9,325)

(9,645)

(10,401)

Profit before impairment losses

4,928

3,757

2,732

Impairment losses

14

(696)

(398)

(493)

Operating profit before tax

4,232

3,359

2,239

Tax charge

7

(432)

(1,208)

(731)

Profit for the year

3,800

2,151

1,508

Attributable to:

Ordinary shareholders

3,133

1,622

752

Preference shareholders

39

182

234

Paid-in equity holders

367

355

487

Non-controlling interests

261

(8)

35

3,800

2,151

1,508

Earnings per ordinary share

8

26.0p

13.5p

6.3p

Earnings per ordinary share - fully diluted

8

25.9p

13.4p

6.3p

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

The accompanying notes on pages 209 to 266, the accounting policies on pages 204 to 208 and the audited sections of the Business review: Capital and risk management on pages 114 to 191 form an integral part of these financial statements.

 

RBS – Annual Report on Form 20-F 2019

198

 

 


 

Consolidated statement of comprehensive income for the year ended 31 December 2019

 

 

 

 

2019

2018*

2017*

Note

£m 

£m 

£m 

Profit for the year

3,800

2,151

1,508

Items that do not qualify for reclassification

Remeasurement of retirement benefit schemes

5

 - contributions in preparation for ring-fencing (1)

(2,053)

 - other movements

(142)

86

90

(Loss)/profit on fair value of credit in financial liabilities designated at fair value

  through profit or loss due to own credit risk

(189)

200

(126)

FVOCI financial assets

(71)

48

Tax

28

502

(10)

(374)

(1,217)

(46)

Items that do qualify for reclassification

FVOCI financial assets

(14)

7

26 

Cash flow hedges

294

(581)

(1,069)

Currency translation

(1,836)

310

100 

Tax

(170)

189

256 

(1,726)

(75)

(687)

Other comprehensive loss after tax

(2,100)

(1,292)

(733)

Total comprehensive income for the year

1,700

859

775

Attributable to:

Ordinary shareholders

1,044

305

2

Preference shareholders

39

182

234

Paid-in equity holders

367

355

487

Non-controlling interests

250

17

52

1,700

859

775

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

Note:

(1)

On 17 April 2018 RBS Group agreed a Memorandum of Understanding (MoU) with the Trustees of the RBS Group Pension Fund in connection with the requirements of ring-fencing. NWM Plc could not continue to be a participant in the Main section and separate arrangements were required for its employees.  Under the MoU, NWB Plc made a contribution of £2 billion on 9 October 2018 to strengthen funding of the Main section in recognition of the changes in covenant. Also under the MoU, NWM Plc made a £53 million contribution to the NWM section in Q1 2019.

 

 

The accompanying notes on pages 209 to 266, the accounting policies on pages 204 to 208 and the audited sections of the Business review: Capital and risk management on pages 114 to 191 form an integral part of these financial statements

 

RBS – Annual Report on Form 20-F 2019

199

 

 


 

Consolidated balance sheet as at 31 December 2019

 

 

 

 

Note 

2019

2018 

£m 

£m 

Assets

Cash and balances at central banks

11

77,858

88,897

Trading assets

9

76,745

75,119

Derivatives

10

150,029

133,349

Settlement balances

4,387

2,928

Loans to banks - amortised cost

11

10,689

12,947

Loans to customers - amortised cost

11

326,947

305,089

Securities subject to repurchase agreements

4,269

9,890

Other financial assets excluding securities subject to repurchase agreements

57,183

49,595

Other financial assets

15

61,452

59,485

Intangible assets

16

6,622

6,616

Other assets

17

8,310

9,805

Total assets

723,039

694,235

Liabilities

Bank deposits

11

20,493

23,297

Customer deposits

11

369,247

360,914

Settlement balances

4,069

3,066

Trading liabilities

9

73,949

72,350

Derivatives

10

146,879

128,897

Other financial liabilities

18

45,220

39,732

Subordinated liabilities

19

9,979

10,535

Other liabilities

20

9,647

8,954

Total liabilities

679,483

647,745

Ordinary shareholders’ interests

38,993

41,182

Other owners’ interests

4,554

4,554

Owners’ equity

21

43,547

45,736

Non-controlling interests

9

754

Total equity

43,556

46,490

Total liabilities and equity

723,039

694,235

 

 

The accompanying notes on pages 209 to 266, the accounting policies on pages 204 to 208 and the audited sections of the Business review: Capital and risk management on pages 114 to 191 form an integral part of these financial statements

 

 

The accounts were approved by the Board of directors on 13 February 2020 and signed on its behalf by:

 

 

 

 

 

Howard Davies

Alison Rose-Slade

Katie Murray

The Royal Bank of Scotland Group plc

Chairman

Group Chief Executive Officer

Group Chief Financial Officer

Registered No. SC45551

 

 

RBS – Annual Report on Form 20-F 2019

200

 

 


 

Consolidated statement of changes in equity for the year ended 31 December 2019

 

 

 

 

2019

2018*

2017*

£m 

£m 

£m 

Called-up share capital - at 1 January 

12,049

11,965 

11,823 

Ordinary shares issued

45

84 

142 

At 31 December

12,094

12,049 

11,965 

Paid-in equity - at 1 January

4,058

4,058 

4,582 

Redeemed/reclassified (1)

— 

(524)

At 31 December

4,058

4,058 

4,058 

Share premium account - at 1 January

1,027

887 

25,693 

Ordinary shares issued

67

140 

235 

Redemption of debt preference shares (2)

— 

748 

Capital reduction (3)

— 

(25,789)

At 31 December 

1,094

1,027 

887 

Merger reserve - at 1 January and 31 December

10,881

10,881 

10,881 

FVOCI reserve  - at 1 January (4)

343

255 

238 

Implementation of IFRS 9 on 1 January 2018

34 

— 

Unrealised (losses)/gains

(107)

97 

202 

Realised gains

(90)

(42)

(176)

Tax

(8)

(1)

(9)

At 31 December

138

343 

255 

Cash flow hedging reserve - at 1 January

(191)

227 

1,030 

Amount recognised in equity (5)

573

(63)

(277)

Amount transferred from equity to earnings (6)

(279)

(518)

(792)

Tax

(68)

163 

266 

At 31 December (7)

35

(191)

227 

Foreign exchange reserve - at 1 January 

3,278

2,970 

2,888 

Retranslation of net assets

(428)

195 

111 

Foreign currency gains/(losses) on hedges of net assets

83

(33)

(6)

Tax

(110)

23 

(1)

Recycled to profit or loss on disposal of businesses (8)

(1,480)

123 

(22)

At 31 December (7)

1,343

3,278 

2,970 

Capital redemption reserve - at 1 January

— 

4,542 

Capital reduction (3)

— 

(4,542)

At 31 December

— 

— 

Retained earnings - at 1 January

14,312

17,130 

(12,936)

Implementation of IFRS 9 on 1 January 2018 (4)

(105)

— 

Implementation of IFRS 16 on 1 January 2019 (9)

(187)

Profit attributable to ordinary shareholders and other equity owners

3,539

2,159

1,473

Equity preference dividends paid

(39)

(182)

(234)

Paid-in equity dividends paid

(367)

(355)

(487)

Ordinary dividends paid

(3,018)

(241)

— 

Capital reduction (3)

— 

30,331 

Redemption of debt preference shares (2)

— 

(748)

Redemption of equity preference shares (10)

(2,805)

— 

Redemption/reclassification of paid-in equity

— 

(196)

Realised gains in period on FVOCI equity shares

112

— 

Remeasurement of the retirement benefit schemes

  - contributions in preparation for ring-fencing (11)

(2,053)

— 

  - other movements

(142)

86 

90 

  - tax

24

539 

(28)

Changes in fair value of credit in financial liabilities designated at fair value through profit or loss

  - gross

(189)

200 

(126)

  - tax

20

(33)

18 

Shares issued under employee share schemes

(6)

(2)

(5)

Share-based payments

(113)

(32)

(22)

At 31 December

13,946

14,312 

17,130 

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

RBS – Annual Report on Form 20-F 2019

201

 

 


 

Consolidated statement of changes in equity for the year ended 31 December 2019

 

 

 

 

2019

2018*

2017*

£m 

£m 

£m 

Own shares held - at 1 January

(21)

(43)

(132)

Shares issued under employee share schemes

39

87 

161 

Own shares acquired

(60)

(65)

(72)

At 31 December

(42)

(21)

(43)

Owners’ equity at 31 December

43,547

45,736 

48,330 

Non-controlling interests - at 1 January

754

763 

795 

Currency translation adjustments and other movements

(11)

25 

17 

Profit/(loss) attributable to non-controlling interests

261

(8)

35 

Dividends paid

(5)

(5)

(25)

Equity raised (12)

45

Equity withdrawn and disposals (13)

(1,035)

(21)

(59)

At 31 December

9

754 

763 

Total equity at 31 December

43,556

46,490 

49,093 

Total equity is attributable to:

Ordinary shareholders

38,993

41,182 

41,707 

Preference shareholders

496

496 

2,565 

Paid-in equity holders

4,058

4,058 

4,058 

Non-controlling interests

9

754 

763 

43,556

46,490 

49,093 

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)

Paid-in equity reclassified to liabilities as a result of the call of US$564 million and CAD321 million EMTN notes in August 2017 (redeemed in October 2017) and the call of RBS Capital Trust D in March 2017 (redeemed in June 2017).

(2)

During 2017, non-cumulative US dollar preference shares were redeemed at their original issue price of US$1.1 billion. The nominal value of £0.3 million was credited to the capital redemption reserve; share premium increased by £0.7 billion in respect of the premium received on issue, with a corresponding decrease in retained earnings.

(3)

On 15 June 2017, the Court of Session approved a reduction of RBSG plc’s capital so that the amounts which stood to the credit of share premium account and capital redemption reserve were transferred to retained earnings.

(4)

Years ended 31 December 2019 and 31 December 2018 prepared under IFRS 9. Year ended 31 December 2017 prepared under IAS 39.

(5)

The amount credited to the cash flow hedging reserve comprised £585 million (2018 - £166 million debit) in relation to interest rate hedges lesser debit of £12 million (2018 - £103 million credit) in relation to foreign exchange hedges.

(6)

The cash flow hedging reserve was reduced by £243 million in relation to interest rate hedges (2018 - £493 million) credited net interest income and reduced by £36 million (2018 - £25 million) in relation to foreign exchange hedging which was credited to net interest income.

(7)

The hedging element of the cash flow hedging reserve and foreign exchange reserve relates mainly to de-designated hedges.

(8)

Includes £290 million recycled on completion of the Alawwal bank merger in June 2019 (with a further £48m shown in Tax), £1,102 million recycled on the subsequent liquidation of RFS Holdings B.V. (with a further £65m shown in Tax), and £67m attributable to the capital repayment by UBI DAC. The Alawwal bank merger resulted in the derecognition of the associate investment in Alawwal bank and recognition of a new investment in SABB held at FVOCI. The recycling gains arising from the liquidation of RFS Holdings B.V. and capital repayment by UBIDAC, have been calculated using the step-by-step method in IFRIC 16 ‘Hedges of a Net Investment in a Foreign Operation’ and by reference to the absolute reduction in ownership interest respectively. Amount recycled also includes £2,661 million related with historical hedge relationship taken to non interest income.

(9)

Year ended 31 December 2019 prepared under IFRS 16 Leases. Years ended 31 December 2018 and 31 December 2017 prepared under IAS 17 Leases. Refer to Note 22 for further information on the impact of IFRS 16 implementation.

(10)

During 2018, non-cumulative US dollar, Euro and Sterling preference shares were redeemed.

(11)

On 17 April 2018 RBS Group agreed a Memorandum of Understanding (MoU) with the Trustees of the RBS Group Pension Fund in connection with the requirements of ring-fencing. NWM Plc could not continue to be a participant in the Main section and separate arrangements were required for its employees. Under the MoU, NWB Plc made a contribution of £2 billion on 9 October 2018 to strengthen funding of the Main section in recognition of the changes in covenant Also under the MoU, NWM Plc made a £53 million contribution to the NWM section in Q1 2019.

(12)

Capital injection from RFS Holdings B.V. consortium members.

(13)

Distribution to RFS Holdings B.V. consortium members on completion of the Alawwal bank merger.

 

 

The accompanying notes on pages 209 to 266, the accounting policies on pages 204 to 208 and the audited sections of the Business review: Capital and risk management on pages 114 to 191 form an integral part of these financial statements

 

RBS – Annual Report on Form 20-F 2019

202

 

 


 

Consolidated cash flow statement for the year ended 31 December 2019

 

 

 

 

2019

2018

2017 

Note

£m 

£m 

£m 

Cash flows from operating activities

Operating profit before tax

4,232

3,359

2,239

Interest on subordinated liabilities

483

461

572

Interest on treasury bills and debt securities

(854)

(534)

(330)

Impairment losses /(releases) on loans to customers

366

(496)

(647)

Profit on sale of subsidiaries and associates

(2,224)

(155)

Loss/(gain) on sale of other financial assets

22

(34)

(226)

(Gain)/loss on sale of property, plant and equipment

(58)

(50)

(75)

Defined benefit pension schemes

188

308

375

Charges and releases on provisions

1,243

1,333

1,930

Depreciation, amortisation and impairment of assets

1,489

768

837

Change in fair value taken to profit or loss of subordinated liabilities

317

(243)

(144)

Change in fair value taken to profit or loss of MRELs

539

(59)

(167)

Interest on MRELs

645

415

244

Loss on redemption of own debt

7

Change in fair value taken to profit or loss of other financial assets

(280)

585

Elimination of foreign exchange differences

949

415

(832)

Other non-cash items

(272)

1,872

(9)

Net cash flows from trading activities

6,785

8,100

3,619

Decrease/(increase) in net loans to banks

3,563

(1,923)

(206)

(Increase)/decrease in net loans to customers

(22,312)

4,675

2,672

(Increase)/decrease in trading assets

(659)

7,543

(Increase)/decrease in derivative assets

(16,680)

27,494

86,138

(Increase)/decrease in settlement balance assets

(1,459)

(411)

3,009

Decrease/(increase) in other financial assets

924

518

(1,319)

Decrease/(increase) in other assets

707

541

(31)

(Decrease)/increase in banks deposits

(2,804)

(7,099)

8,341

Increase/(decrease) in customer deposits

8,333

(1,064)

17,108

Increase/(decrease) in trading liabilities

1,599

(9,630)

Increase/(decrease) in derivative liabilities

17,982

(25,609)

(81,969)

Increase/(decrease) in settlement balance liabilities

1,003

222

5,649

Increase/(decrease) in other financial liabilities

2,871

2,366

956

(Decrease)/increase in other liabilities

(2,677)

(12,080)

(7,735)

Changes in operating assets and liabilities

(9,609)

(14,457)

32,613

Income taxes paid

(278)

(466)

(520)

Net cash flows from operating activities (1)

(3,102)

(6,823)

35,712

Cash flows from investing activities

Sale and maturity of other financial assets

19,990

11,832

11,656

Purchase of other financial assets

(21,345)

(19,516)

(17,212)

Interest on other financial assets

854

534

330

Sale of property, plant and equipment

428

264

405

Purchase of property, plant and equipment

(559)

(619)

(1,132)

Net investment in business interests and intangible assets

27

(84)

(489)

(199)

Net cash flows from investing activities

(716)

(7,994)

(6,152)

Cash flows from financing activities

Issue of ordinary shares

17

144

306

Redemption of other equity instruments

(2,826)

(779)

Own shares disposed/(acquired)

(21)

22

89

Issue of subordinated liabilities

577

Redemption of subordinated liabilities

(1,108)

(2,258)

(5,747)

Redemption of debt preference shares

(748)

Service cost of other equity instruments

(3,429)

(803)

(612)

Interest on subordinated liabilities

(510)

(566)

(717)

Issuance of MRELs

3,640

6,996

3,612

Redemption and maturity of MRELs

(1,285)

(774)

Interest on MRELs

(428)

(237)

(139)

Net cash flows from financing activities (2)

(2,547)

472

(5,509)

Effects of exchange rate changes on cash and cash equivalents

(1,983)

676

(16)

Net (decrease)/increase in cash and cash equivalents

(8,348)

(13,669)

24,035

Cash and cash equivalents at 1 January

108,936

122,605

98,570

Cash and cash equivalents at 31 December

29

100,588

108,936

122,605

 

Notes:

(1)

Includes interest received of £11,245 million (2018 - £10,927 million, 2017 - £10,946 million) and interest paid of £3,318 million (2018 - £2,511 million, 2017 - £2,300 million).

(2)

2018 and 2017 have been re-presented to align the balance sheet classification. MREL was previously presented in Operating activities and is now presented in Financing activities.

 

The accompanying notes on pages 209 to 266, the accounting policies on pages 204 to 208 and the audited sections of the Business review: Capital and risk management on pages 114 to 191 form an integral part of these financial statements

 

RBS – Annual Report on Form 20-F 2019

203

 

 


 

 

Accounting policies

 

 

 

 

1. Presentation of accounts

The accounts, set out on pages 198 to 266, including these accounting policies on pages 204 to 208, and the audited sections of the Financial review: Capital and risk management on pages 114 to 191, are prepared on a going concern basis (see the Report of the directors, page 110) and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and interpretations as issued by the IFRS Interpretations Committee of the IASB and adopted by the European Union (EU) (together IFRS). The significant accounting policies and related judgments are set out below.

 

The Royal Bank of Scotland Group plc (RBSG plc) is incorporated in the UK and registered in Scotland. Its accounts are presented in accordance with the Companies Act 2006.

 

The accounts are presented in the functional currency, pounds sterling.

 

With the exception of certain financial instruments as described in Accounting policies 12 and 20 and investment property, the accounts are presented on a historical cost basis.

 

Accounting policy changes effective 1 January 2019

Adoption of IFRS 16

Refer to Accounting policy 9 and Note 22 for details of the adoption of IFRS 16.

 

Other amendments to IFRS

IAS 12 ‘Income taxes’ was revised with effect from 1 January 2019. The income statement now includes any tax relief on the servicing cost of instruments classified as equity. Relief of £67 million was recognised in the statement of changes in equity for the year ended 31 December 2018; this and prior years have been restated.

 

IAS 19 ‘Employee Benefits’ was amended by the IASB in February 2018 to clarify the need to update assumptions whenever there is a plan amendment, curtailment or settlement. This amendment has not affected the accounts.

 

Presentation of interest in suspense recoveries - In March 2019 the IFRS Interpretations Committee (IFRIC) issued an agenda decision on the presentation of unrecognised interest when a credit-impaired financial asset (commonly referred to as a ‘Stage 3’ financial asset) is subsequently paid in full or is no longer credit-impaired. This concluded that the difference arising from the additional interest recovered must be recognised as a reversal of impairment rather than within interest revenue. This affects both recognition and the reversal of the expected credit loss (ECL) allowance.

 

RBS Group changed its accounting policy in line with the IFRIC decision. Hence, the gross carrying amount of the financial assets within the scope of the provisions of the decision, as well as the associated ECL allowance on the balance sheet have been adjusted by £460 million and the comparative period restated by £455 million with no effect on equity. The coverage ratio for the current and comparative periods have been adjusted and restated accordingly.

 

In addition, until 1 January 2019, interest in suspense recoveries were presented as a component of interest receivable within Net interest income. From 1 January 2019 interest in suspense recoveries are presented within Impairment losses and amounted to £64 million for the year ended 31 December 2019. Comparatives have not been restated on the grounds of materiality.

 

IAS 39 ‘Financial Instruments: Recognition and Measurement’, IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’ - In September 2019, the IASB published amendments to address the issues arising from the replacement of existing IBOR based interest rate benchmarks with alternative nearly risk-free interest rates (RFRs) in the context of hedge accounting. These amendments allow hedging relationships affected by the IBOR reform to be accounted for as continuing hedges. RBS has early adopted these amendments for the annual reporting period ending on 31 December 2019.

 

The amendments provide relief on key areas of hedge accounting most notably the hedge effectiveness assessment and the ability to identify LIBOR-based cash flows for the purpose of designation (re-designation) during the period of the Reform. Additional disclosures are shown in Note 10.

 

IFRIC decision - Disclosure of change in liabilities arising from financing activities (IAS 7 statement of cash flows) – Following the IFRIC decision on how changes in liabilities should be presented in the cash flow statement, RBS has revised its presentation of financing activities and applied this to the cash flow statement.

 

2. Basis of consolidation

The consolidated accounts incorporate the financial statements of RBSG plc and entities (including certain structured entities) that give access to variable returns and that are controlled by RBS Group. Control is assessed by reference to our ability to enforce our will on the other entity, typically through voting rights.

 

All intergroup balances, transactions, income and expenses are eliminated on consolidation. The consolidated accounts are prepared under uniform accounting policies.

 

3. Revenue recognition

Interest income or expense relates to financial instruments measured at amortised cost and debt instruments classified as fair value through OCI using the effective interest rate method, the effective part of any related accounting hedging instruments, and finance lease income recognised at a constant periodic rate of return before tax on the net investment on the lease. Negative effective interest accruing to financial assets is presented in interest payable.

 

Other interest relating to financial instruments measured at fair value is recognised as part of the movement in fair value.

 

Fees in respect of services are recognised as the right to consideration accrues through the performance of each distinct service obligation to the customer. The arrangements are generally contractual and the cost of providing the service is incurred as the service is rendered. The price is usually fixed and always determinable.

 

4. Assets held for sale

A non-current asset (or disposal group) is classified as held for sale if RBS Group will recover its carrying amount principally through a sale transaction rather than through continuing use and is measured at the lower of its carrying amount or fair value less cost to sell.

 

5. Employee benefits

Short-term employee benefits, such as salaries, paid absences, and other benefits are accounted for on an accruals basis over the period in which the employees provide the related services. Employees may receive variable compensation satisfied by cash, by debt instruments issued by RBS Group or by RBSG plc shares. RBS Group operates a number of share-based compensation schemes under which it awards RBSG plc shares and share options to its employees. Such awards are generally subject to vesting conditions.

 

Variable compensation that is settled in cash or debt instruments is charged to profit or loss on a straight-line basis over the vesting period, taking account of forfeiture and clawback criteria.

 

Contributions to defined contribution pension schemes are recognised in profit or loss as employee service costs accrue.

 

For defined benefit pension schemes, the net of the recognisable scheme assets and obligations is reported in the balance sheet. The defined benefit obligation is measured on an actuarial basis. The charge to profit or loss for pension costs (mainly the service cost and the net interest on the net defined benefit asset or liability) is recognised in operating expenses.

 

Actuarial gains and losses (i.e. gains and/or losses on re-measuring the net defined benefit asset or liability) are recognised in other comprehensive income in full in the period in which they arise. The difference between scheme assets and scheme liabilities, the net defined benefit asset or liability, is recognised in the balance sheet subject to the asset celling test which requires the net defined benefit surplus to be limited to the present value of any economic benefits

 

 

RBS – Annual Report on Form 20-F 2019

204

 

 


 

Accounting policies

 

 

 

 

available to RBS Group in the form of refunds from the plan or reduced contributions to it.

 

6. Intangible assets and goodwill

Intangible assets acquired by RBS Group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to profit or loss over the assets’ estimated useful economic lives using methods that best reflect the pattern of economic benefits and is included in Depreciation and amortisation. These estimated useful economic lives are:

 

Computer software

3 to 12 years

Other acquired intangibles

5 to 10 years

 

Expenditure on internally generated goodwill and brands is written-off as incurred. Direct costs relating to the development of internal-use computer software are capitalised once technical feasibility and economic viability have been established. These costs include payroll, the costs of materials and services, and directly attributable overheads. Capitalisation of costs ceases when the software is capable of operating as intended. During and after development, accumulated costs are reviewed for impairment against the benefits that the software is expected to generate. Costs incurred prior to the establishment of technical feasibility and economic viability are expensed as incurred, as are all training costs and general overheads. The costs of licences to use computer software that are expected to generate economic benefits beyond one year are also capitalised.

 

Goodwill on the acquisition of a subsidiary is the excess of the fair value of the consideration transferred, the fair value of any existing interest in the subsidiary and the amount of any non-controlling interest measured either at fair value or at its share of the subsidiary’s net assets over the net fair value of the subsidiary’s identifiable assets, liabilities and contingent liabilities.

 

Goodwill is measured at initial cost less any subsequent impairment losses. The gain or loss on the disposal of a subsidiary includes the carrying value of any related goodwill.

 

7. Impairment of intangible assets, rights of use and property, plant and equipment

At each balance sheet date, RBS Group assesses whether there is any indication that its intangible assets, rights of use or property, plant and equipment are impaired. If any such indication exists, RBS Group estimates the recoverable amount of the asset and the impairment loss, if any. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

 

The recoverable amount of an asset that does not generate cash flows that are independent from those of other assets or groups of assets, is determined as part of the cash-generating unit to which the asset belongs. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of RBS Group’s cash-generating units or groups of cash-generating units expected to benefit from the combination. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less cost to sell or its value in use. Value in use is the present value of future cash flows from the asset or cash-generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash-generating unit that have not been taken into account in estimating future cash flows.

 

An impairment loss is recognised if the recoverable amount of an intangible or tangible asset is less than its carrying value. The carrying value of the asset is reduced by the amount of the loss and a charge recognised in profit or loss. A reversal of an impairment loss on intangible assets (excluding goodwill) or property, plant and equipment can be recognised when an increase in service potential arises provided the increased carrying value is not greater than it would have been had no impairment loss been recognised. Impairment losses on goodwill are not reversed.

 

8. Foreign currencies

Transactions in foreign currencies are recorded in the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency at the foreign exchange rates ruling at the balance sheet date. Foreign exchange differences arising on the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are reported in income from trading activities except for differences arising on cash flow hedges and hedges of net investments in foreign operations (see Accounting policy 20).

 

Non-monetary items denominated in foreign currencies that are stated at fair value are translated into the relevant functional currency at the foreign exchange rates ruling at the dates the values are determined. Translation differences arising on non-monetary items measured at fair value are recognised in profit or loss except for differences arising on non-monetary financial assets classified as fair value through OCI, for example equity shares, which are recognised in other comprehensive income unless the asset is the hedged item in a fair value hedge.

 

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into sterling at foreign exchange rates ruling at the balance sheet date. Income and expenses of foreign operations are translated into sterling at average exchange rates unless these do not approximate to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income. The amount accumulated in equity is reclassified from equity to profit or loss on disposal of a foreign operation.

 

9. Leases

RBS Group has adopted IFRS 16 ‘Leases’ with effect from 1 January 2019, replacing IAS 17 ‘Leases’. RBS Group has applied IFRS 16 on a modified retrospective basis without restating prior years. The effect is set out in Note 22.

 

As lessor

Finance lease contracts are those which transfer substantially all the risks and rewards of ownership of an asset to a customer. All other contracts with customers to lease assets are classified as operating leases.

 

Loans to customers include finance lease receivables measured at the net investment in the lease, comprising the minimum lease payments and any unguaranteed residual value discounted at the interest rate implicit in the lease. Interest receivable includes finance lease income recognised at a constant periodic rate of return before tax on the net investment. Unguaranteed residual values are subject to regular review; if there is a reduction in their value, income allocation is revised and any reduction in respect of amounts accrued is recognised immediately.

 

Rental income from operating leases is recognised in other operating income on a straight-line basis over the lease term unless another systematic basis better represents the time pattern of the asset’s use. Operating lease assets are included within Property, plant and equipment and depreciated over their useful lives.

 

As lessee

On entering a new lease contract, RBS Group recognises a right of use asset and a lease liability to pay future rentals. The liability is measured at the present value of future lease payments discounted at the applicable incremental borrowing rate. The right of use asset is depreciated over the shorter of the term of the lease and the useful economic life, subject to review for impairment.

 

Short term and low value leased assets are expensed on a systematic basis.

 

10. Provisions and contingent liabilities

RBS Group recognises a provision for a present obligation resulting from a past event when it is more likely than not that it will be required to transfer economic benefits to settle the obligation and the amount of the obligation can be estimated reliably.

 

Provision is made for restructuring costs, including the costs of redundancy, when RBS Group has a constructive obligation to restructure. An obligation exists when RBS Group has a detailed formal plan for the restructuring and has raised a valid expectation in those affected by starting to

 

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Accounting policies

 

 

 

 

implement the plan or by announcing its main features.

 

RBS Group recognises any onerous cost of the present obligation under a contract as a provision. An onerous cost is the unavoidable cost of meeting RBS Group’s contractual obligations that exceed the expected economic benefits. When RBS Group vacates a leasehold property, the right of use asset would be tested for impairment and a provision may be recognised for the ancillary occupancy costs, such as rates.

 

Contingent liabilities are possible obligations arising from past events, whose existence will be confirmed only by uncertain future events, or present obligations arising from past events that are not recognised because either an outflow of economic benefits is not probable or the amount of the obligation cannot be reliably measured. Contingent liabilities are not recognised but information about them is disclosed unless the possibility of any outflow of economic benefits in settlement is remote.

 

11. Tax

Income tax expense or income, comprising current tax and deferred tax, is recorded in the income statement except income tax on items recognised outside profit or loss which is credited or charged to other comprehensive income. The tax consequences of servicing equity instruments are recognised in the income statement.

 

Current tax is income tax payable or recoverable in respect of the taxable profit or loss for the year arising in profit or loss, other comprehensive income or equity. Provision is made for current tax at rates enacted, or substantively enacted, at the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable in respect of temporary differences between the carrying amount of an asset or liability for accounting purposes and its carrying amount for tax purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent their recovery is probable.

 

Deferred tax is not recognised on temporary differences that arise from initial recognition of an asset or a liability in a transaction (other than a business combination) that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is calculated using tax rates expected to apply in the periods when the assets will be realised or the liabilities settled, based on tax rates and laws enacted, or substantively enacted, at the balance sheet date.

 

Deferred tax assets and liabilities are offset where RBS Group has a legally enforceable right to offset and where they relate to income taxes levied by the same taxation authority either on an individual RBS Group company or on RBS Group companies in the same tax group that intend, in future periods, to settle current tax liabilities and assets on a net basis or on a gross basis simultaneously.

 

Accounting for taxes is judgmental and carries a degree of uncertainty because tax law is subject to interpretation, which might be questioned by the relevant tax authority. RBS Group recognises the most likely current and deferred tax liability or asset, assessed for uncertainty using consistent judgments and estimates. Current and deferred tax assets are only recognised where their recovery is deemed probable, and current and deferred tax liabilities are recognised at the amount that represents the best estimate of the probable outcome having regard to their acceptance by the tax authorities.

 

12. Financial instruments

Financial instruments are classified either by product, by business model or by reference to the IFRS default classification.

 

Classification by product relies on specific designation criteria which are applicable to certain classes of financial assets or circumstances where accounting mismatches would otherwise arise. Classification by business model reflects how RBS Group manages its financial assets to generate cash flows. A business model assessment determines if cash flows result from holding financial assets to collect the contractual cash flows, from selling those financial assets, or both.

 

The product classifications apply to financial assets that are either designated at fair value through profit or loss (DFV), or to equity investments designated as at fair value through other comprehensive income (FVOCI). Financial assets may also be irrevocably designated at fair value through profit or loss upon initial recognition if such designation eliminates, or significantly reduces, accounting mismatch. In all other instances, fair value through profit or loss (MFVTPL) is the default classification and measurement category for financial assets.

 

Regular way purchases of financial assets classified as amortised cost are recognised on the settlement date; all other regular way transactions in financial assets are recognised on the trade date.

 

Business model assessment of assets is made at portfolio level, being the level at which they are managed to achieve a predefined business objective. This is expected to result in the most consistent classification of assets because it aligns with the stated objectives of the portfolio, its risk management, manager’s remuneration and the ability to monitor sales of assets from a portfolio.

 

Most financial assets are within ‘held to collect’ business models, and have contractual cash flows that comprise solely payments of principal and interest and therefore measured at amortised cost. Certain financial assets are managed under a business model of both ‘held to collect and sell’ and have contractual cash flows comprising solely of payments of principal and interest, and are measured at fair value through other comprehensive income (‘FVOCI’).

 

The contractual terms of a facility; any leverage features; prepayment and extension terms; and triggers that might reset the effective rate of interest; are considered in determining whether cash flows comprise solely payments of principal and interest.

 

All financial instruments are measured at fair value on initial recognition.

 

All liabilities not subsequently measured at fair value are measured at amortised cost.

 

13. Impairment: expected credit losses

At each balance sheet date each financial asset or portfolio of loans measured at amortised cost or at fair value through other comprehensive income, issued financial guarantee and loan commitment is assessed for impairment and presented as impairments in the income statement. Loss allowances are forward-looking, based on 12 month expected credit losses where there has not been a significant increase in credit risk rating, otherwise allowances are based on lifetime expected losses.

 

Expected credit losses are a probability-weighted estimate of credit losses. The probability is determined by the risk of default which is applied to the cash flow estimates. In the absence of a change in credit rating, allowances are recognised when there is a reduction in the net present value of expected cash flows. On a significant increase in credit risk, allowances are recognised without a change in the expected cash flows, although typically expected cash flows do change also; and expected credit losses are adjusted from 12 month to lifetime expectations.

 

Judgement is exercised as follows:

 

·          Models – in certain low default portfolios, Basel parameter estimates are also applied for IFRS 9.

·          Non-modelled portfolios, mainly in Private Banking, RBSI and Lombard, use a standardised capital requirement under Basel II. Under IFRS 9, they have bespoke treatments for the identification of significant increase in credit risk. Benchmark PDs, EADs and LGDs are reviewed annually for appropriateness. The ECL calculation is based on expected future cash flows, which is typically applied at a portfolio level.

·          Multiple economic scenarios (MES) – the central, or base, scenario is most critical to the ECL calculation, independent of the method used to generate a range of alternative outcomes and their probabilities.

 

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Accounting policies

 

 

 

 

·          Significant increase in credit risk - IFRS 9 requires that at each reporting date, an entity shall assess whether the credit risk on an account has increased significantly since initial recognition. Part of this assessment requires a comparison to be made between the current lifetime PD (i.e. the current probability of default over the remaining lifetime) with the equivalent lifetime PD as determined at the date of initial recognition.

 

On restructuring a financial asset without causing derecognition of the original asset, the revised cash flows are used in re-estimating the credit loss. Where restructuring causes derecognition of the original financial asset, the fair value of the replacement asset is used as the closing cash flow of the original asset.

 

Where, in the course of the orderly realisation of a loan, it is exchanged for equity shares or property, the exchange is accounted for as the sale of the loan and the acquisition of equity securities or investment property. Where RBS Group’s interest in equity shares following the exchange is such that RBS Group controls an entity, that entity is consolidated.

 

Impaired loans are written off and therefore derecognised from the balance sheet when RBS Group concludes that there is no longer any realistic prospect of recovery of part, or all, of the loan. For loans that are individually assessed for impairment, the timing of the write off is determined on a case by case basis. Such loans are reviewed regularly and write off will be prompted by bankruptcy, insolvency, renegotiation and similar events.

 

The typical time frames from initial impairment to write off for RBS Group’s collectively-assessed portfolios are:

 

·          Retail mortgages: write off usually occurs within five years, or when an account is closed, if earlier.

·          Credit cards: the irrecoverable amount is written off after 12 months; three years later any remaining amounts outstanding are written off.

·          Overdrafts and other unsecured loans: write off occurs within six years

·          Commercial loans: write offs are determined in the light of individual circumstances; the period does not exceed five years.

·          Business loans are generally written off within five years.

 

14. Financial guarantee contracts

Under a financial guarantee contract, RBS Group, in return for a fee, undertakes to meet a customer’s obligations under the terms of a debt instrument if the customer fails to do so. A financial guarantee is recognised as a liability; initially at fair value and, if not designated as at fair value through profit or loss, subsequently at the higher of its initial value less cumulative amortisation and any provision under the contract measured in accordance with Accounting policy 13. Amortisation is calculated so as to recognise fees receivable in profit or loss over the period of the guarantee.

 

15. Loan commitments

Provision is made for expected credit loss on loan commitments, other than those classified as held-for-trading. Syndicated loan commitments in excess of the level of lending under the commitment approved for retention by RBS Group are classified as held-for-trading and measured at fair value through profit or loss.

 

16. Derecognition

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired or when it has been transferred and the transfer qualifies for derecognition. Conversely, an asset is not derecognised by a contract under which RBS Group retains substantially all the risks and rewards of ownership. If substantially all the risks and rewards have been neither retained nor transferred, RBS Group does not derecognise an asset over which it has retained control but limits its recognition to the extent of its continuing involvement.

 

A financial liability is removed from the balance sheet when the obligation is discharged, or is cancelled, or expires.

 

17. Sale and repurchase transactions

Securities subject to a sale and repurchase agreement under which substantially all the risks and rewards of ownership are retained by RBS Group continue to be shown on the balance sheet and the sale proceeds recorded as a financial liability. Securities acquired in a reverse sale and repurchase transaction under which RBS Group is not exposed to substantially all the risks and rewards of ownership are not recognised on the balance sheet and the consideration paid is recorded as a financial asset. Sale and repurchase transactions that are not accounted for at fair value through profit or loss are measured at amortised cost. The difference between the consideration paid or received and the repurchase or resale price is treated as interest and recognised in interest income or interest expense over the life of the transaction.

 

18. Netting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, RBS Group currently has a legally enforceable right to set off the recognised amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. RBS Group is party to a number of arrangements, including master netting agreements, that give it the right to offset financial assets and financial liabilities, but where it does not intend to settle the amounts net or simultaneously, the assets and liabilities concerned are presented gross.

 

19. Capital instruments

RBS Group classifies a financial instrument that it issues as a liability if it is a contractual obligation to deliver cash or another financial asset, or to exchange financial assets or financial liabilities on potentially unfavourable terms and as equity if it evidences a residual interest in the assets of RBS Group after the deduction of liabilities. The components of a compound financial instrument issued by RBS Group are classified and accounted for separately as financial assets, financial liabilities or equity as appropriate. Incremental costs and related tax that are directly attributable to an equity transaction are deducted from equity.

 

The consideration for any ordinary shares of RBSG plc purchased by RBS Group (treasury shares) is deducted from equity. On the cancellation of treasury shares their nominal value is removed from equity and any excess of consideration over nominal value is treated in accordance with the capital maintenance provisions of the Companies Act 2006.

 

On the sale or re-issue of treasury shares the consideration received and related tax are credited to equity, net of any directly attributable incremental costs.

 

20. Derivatives and hedging

Derivative financial instruments are initially recognised, and subsequently measured, at fair value. RBS Group’s approach to determining the fair value of financial instruments is set out in the Critical accounting policies section and key sources of estimation uncertainty entitled Fair value - financial instruments; further details are given in Notes 10 and 12 on the accounts.

 

A derivative embedded in a financial liability contract is accounted for as a stand-alone derivative if its economic characteristics are not closely related to the economic characteristics of the host contract; unless the entire contract is measured at fair value with changes in fair value recognised in profit or loss.

 

Gains and losses arising from changes in the fair value of derivatives that are not the hedging instrument in a qualifying hedge are recognised as they arise in profit or loss. Gains and losses are recorded in Income from trading activities except for gains and losses on those derivatives that are managed together with financial instruments designated at fair value; these gains and losses are included in Other operating income. RBS Group enters into three types of hedge relationship: hedges of changes in the fair value of a recognised asset or liability or unrecognised firm commitment (fair value hedges); hedges of the variability in cash flows from a recognised asset or liability or a highly probable forecast transaction (cash flow hedges); and hedges of the net investment in a foreign operation (net investment hedges).

 

Hedge relationships are formally designated and documented at inception in line with the requirements of IAS 39 Financial instruments – Recognition and measurement. The documentation identifies the hedged item, the

 

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Accounting policies

 

 

 

 

hedging instrument and details of the risk that is being hedged and the way in which effectiveness will be assessed at inception and during the period of the hedge. If the hedge is not highly effective in offsetting changes in fair values or cash flows attributable to the hedged risk, consistent with the documented risk management strategy, hedge accounting is discontinued. Hedge accounting is also discontinued if RBS Group revokes the designation of a hedge relationship.

 

Fair value hedge - in a fair value hedge, the gain or loss on the hedging instrument is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk is recognised in profit or loss and, where the hedged item is measured at amortised cost, adjusts the carrying amount of the hedged item. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; or if the hedging instrument expires or is sold, terminated or exercised; or if hedge designation is revoked. If the hedged item is one for which the effective interest rate method is used, any cumulative adjustment is amortised to profit or loss over the life of the hedged item using a recalculated effective interest rate.

 

Cash flow hedge - in a cash flow hedge, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income and the ineffective portion in profit or loss. When the forecast transaction results in the recognition of a financial asset or financial liability, the cumulative gain or loss is reclassified from equity to profit or loss in the same periods in which the hedged forecast cash flows affect profit or loss. Otherwise the cumulative gain or loss is removed from equity and recognised in profit or loss at the same time as the hedged transaction. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; if the hedging instrument expires or is sold, terminated or exercised; if the forecast transaction is no longer expected to occur; or if hedge designation is revoked. On the discontinuation of hedge accounting (except where a forecast transaction is no longer expected to occur), the cumulative unrealised gain or loss is reclassified from equity to profit or loss when the hedged cash flows occur or, if the forecast transaction results in the recognition of a financial asset or financial liability, when the hedged forecast cash flows affect profit or loss. Where a forecast transaction is no longer expected to occur, the cumulative unrealised gain or loss is reclassified from equity to profit or loss immediately.

 

Hedge of net investment in a foreign operation - In the hedge of a net investment in a foreign operation, the portion of foreign exchange differences arising on the hedging instrument determined to be an effective hedge is recognised in other comprehensive income. Any ineffective portion is recognised in profit or loss. Non-derivative financial liabilities as well as derivatives may be the hedging instrument in a net investment hedge. On disposal or partial disposal of a foreign operation, the amount accumulated in equity is reclassified from equity to profit or loss.

 

21. Associates and joint ventures

An associate is an entity over which RBS Group has significant influence. A joint venture is one which it controls jointly with other parties. Investments in associates and interests in joint ventures are recognised using the equity method. They are stated initially at cost, including attributable goodwill, and subsequently adjusted for post-acquisition changes in RBS Group’s share of net assets.

 

22. Cash and cash equivalents

In the cash flow statement, cash and cash equivalents comprises cash and deposits with banks with an original maturity of less than three months together with short-term highly liquid investments that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.

 

23. Shares in Group entities

RBSG plc’s investments in its subsidiaries are stated at cost less any impairment.

 

Critical accounting policies and key sources of estimation uncertainty

The reported results of RBS Group are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. UK company law and IFRS require the directors, in preparing RBS Group’s financial statements, to select suitable accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent. In the absence of an applicable standard or interpretation, IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, requires management to develop and apply an accounting policy that results in relevant and reliable information in the light of the requirements and guidance in IFRS dealing with similar and related issues and the IASB’s ‘Conceptual Framework for Financial Reporting’. The judgements and assumptions involved in RBS Group’s accounting policies that are considered by the Board to be the most important to the portrayal of its financial condition are discussed below. The use of estimates, assumptions or models that differ from those adopted by RBS Group would affect its reported results

 

Critical accounting policy

Note

Deferred tax

7

Fair value - financial instruments

12

Loan impairment provisions

14

Goodwill

16

Provisions for liabilities and charges

20

 

Future accounting developments

International Financial Reporting Standards

A number of IFRSs and amendments to IFRS were in issue at 31 December 2019 that would affect RBS Group from 1 January 2020 or later:

 

·          The amendments to IAS 1 ‘Presentation of Financial Statements’ and IAS 8 ‘Accounting Policy, Changes in Accounting Estimates and Errors’ on the definition of material were issued in October 2018 and are effective for annual periods beginning on or after 1 January 2020 with earlier application permitted. The amendments are aimed at improving the understanding of the existing requirements rather than to significantly impact current materiality judgements. They provide a new definition of material which shall be used to assess whether information, either individually or in combination with other information, is material in the context of the financial statements.

·          The amendments to IFRS 3 ‘Business Combinations’ which clarify the definition of a Business were issued in October 2018, are effective for annual reporting periods beginning on or after 1 January 2020 and apply prospectively with earlier application permitted. They clarify the minimum requirements for a business; remove the assessment of whether market participants are capable of replacing any missing elements; add guidance to help entities assess whether an acquired process is substantive; narrow the definitions of a business and of outputs; and introduce an optional fair value concentration test.

·          Effective in 2022 - IFRS 17 ‘Insurance contracts’ was issued in May 2017 to replace IFRS 4 and to establish a comprehensive standard for inceptors of insurance policies. The effective date is 1 January 2021, subject to IASB’s approval of a deferral until 1 January 2022.

 

RBS Group is assessing the effect of adopting these standards on its financial statements

 

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Notes on the consolidated accounts

 

 

 

1 Net interest income

2019

2018 

2017 

£m 

£m 

£m 

Loans to banks - amortised cost

726

522 

277 

Loans to customers - amortised cost

9,795

9,993 

10,409 

Other financial assets

854

534 

348 

Interest receivable (1)

11,375

11,049 

11,034 

Balances with banks

319

250 

175 

Customer deposits: demand

282

223 

99 

Customer deposits: savings

771

510 

445 

Customer deposits: other time

203

116 

179 

Other financial liabilities

1,102

791 

554 

Subordinated liabilities

483

461 

572 

Internal funding of trading businesses

168

42 

23 

Interest payable (1)

3,328

2,393 

2,047 

Net interest income

8,047

8,656 

8,987 

 

Note:

(1)        Negative interest on loans is classed as interest payable and on customer deposits is classed as interest receivable.

 

Interest income on financial instruments measured at amortised cost and debt instruments classified as FVOCI is measured using the effective interest rate which allocates the interest income or interest expense over the expected life of the asset or liability at the rate that exactly discounts all estimated future cash flows to equal the instrument’s initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument’s yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows. Included in interest receivable is finance lease income which is recognised at a constant periodic rate of return before tax on the net investment.

 

2 Non-interest income

2019

2018 

2017 

£m 

£m 

£m 

Net fees and commissions

2,511

2,357 

2,455 

Loss on redemption of own debt

— 

(7)

Income from trading activities

Foreign exchange

448

643 

525 

Interest rate

532

695 

(50)

Credit

32

45 

197 

Changes in fair value of own debt and derivative liabilities attributable to own credit risk

  - debt securities in issue

(60)

72 

12 

  - derivative liabilities

(20)

20 

(81)

Equities, commodities and other

32 

31 

932

1,507 

634 

Other operating income

Operating lease and other rental income

250

256 

276 

Changes in the fair value of financial assets and liabilities designated at fair value through profit or loss

(17)

(26)

60 

Changes in fair value of other financial assets at fair value through profit or loss

58

18 

— 

Hedge ineffectiveness

48

(65)

39 

Profit/(loss) on disposal of amortised cost assets

42

44 

(35)

(Loss)/profit on disposal of fair value through other comprehensive income assets

(22)

34 

226 

Profit on sale of property, plant and equipment

58

50 

75 

Share of (losses)/profits of associated entities

(14)

83 

104 

Profit/(loss) on disposal of subsidiaries and associates (1)

2,224

(72)

245 

Other income (2)

136

560 

74 

2,763

882 

1,064 

6,206

4,746

4,146

 

Notes:

(1)        Includes a gain of £444 million (523 million), a legacy liability release of £256 million and an FX recycling gain of £290 million on completion of the Alawwal bank merger in June 2019; £1,102 million of FX recycling gains arising on the liquidation of RFS Holdings BV and £67 million in relation to the capital repayment in UBI DAC. The recycling gains and capital repayment have been calculated using the step-by-step method in IFRIC 16 and by reference to the proportion of equity applied to the FX translation reserve.

(2)        Includes income from activities other than banking. 2018 includes insurance recoveries of £357 million.

 

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Notes on the consolidated accounts

 

 

 

3 Operating expenses

2019

2018 

2017 

£m 

£m 

£m 

Salaries

2,513

2,560

2,750

Bonus awards

299

225

298

Temporary and contract costs

401

442

430

Social security costs

300

307

318

Pension costs

303

401

467

Other

202

187

413

Staff costs

4,018

4,122 

4,676

Premises and equipment (1)

1,259

1,383

1,565

UK bank levy (2)

134

179

215

Depreciation and amortisation (3)

1,176

731

808

Other administrative expenses (4)

2,694

3,193

3,108

Administrative expenses

5,263

5,486

5,696

Impairment of goodwill and other intangible assets

44

37

29

9,325

9,645

10,401

 

Notes:

(1)        Includes a £161 million charge relating to the reduction in property portfolio.

(2)        Includes a prior period rebate of £31 million.

(3)        Includes a £292 million charge relating to the reduction in property portfolio.

(4)        Includes litigation and conduct costs, net of amounts recovered. Refer to Notes 20 and 26 for further details.

 

The average number of persons employed, rounded to the nearest hundred, during the year, excluding temporary staff, was 64,200 (2018 - 67,600; 2017 - 73,400). The average number of temporary employees during 2019 was 4,100 (2018 - 4,000; 2017 - 5,000). The number of persons employed at 31 December, excluding temporary staff, by reportable segment, was as follows:

2019

2018 

2017 

UK Personal Banking

21,800

23,400

19,500

Ulster Bank RoI

2,700

2,900

2,600

Commercial Banking

10,100

10,200

6,900

Private Banking

1,900

1,900

1,500

RBS International

1,600

1,600

1,600

NatWest Markets

5,000

4,500

5,300

Central items & other

19,800

20,900

32,300

Total

62,900

65,400

69,700

UK

44,600

46,600

51,200

USA

400

500

500

Europe

4,100

4,100

4,200

Rest of the World

13,800

14,200

13,800

Total

62,900

65,400

69,700

 

Effective from 1 January 2019, Business Banking was transferred from UK Personal & Business Banking (UK PBB) to Commercial Banking. Concurrent with the transfer, UK PBB was renamed UK Personal Banking. Comparatives have been re-stated.

 

 

Share-based payments

As described in the Remuneration report, RBS Group grants share-based awards to employees principally on the following bases:

 

Award plan

Eligible employees

Nature of award

Vesting conditions (1)

Settlement

Sharesave

UK, Republic of Ireland, Channel Islands, Gibraltar and Isle of Man

Option to buy shares under employee savings plan

Continuing employment or leavers in certain circumstances

2020 to 2024

Deferred performance awards

All

Awards of ordinary shares

Continuing employment or leavers in certain circumstances

2020 to 2026

Long-term incentives (2)

Senior employees

Awards of conditional shares or share options

Continuing employment or leavers in certain circumstances and/or achievement of performance conditions

2020 to 2026

 

Notes:

(1)        All awards have vesting conditions and therefore some may not vest.

(2)        Long-term incentives include the Executive Share Option Plan, the Long-Term Incentive Plan and the Employee Share Plan.

 

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Notes on the consolidated accounts

 

 

 

3 Operating expenses continued

The fair value of options granted in 2019 was determined using a pricing model that included: expected volatility of shares determined at the grant date based on historical volatility over a period of up to five years; expected option lives that equal the vesting period; expected dividends on equity shares; and risk-free interest rates determined from UK gilts with terms matching the expected lives of the options.

 

The strike price of options and the fair value on granting awards of fully paid shares is the average market price over the five trading days (three trading days for Sharesave) preceding grant date.

 

Sharesave

2019

2018 

2017 

Average

Shares

Average

Shares

Average

Shares

exercise price

 under option

exercise price

 under option

exercise price

under option

 £

(million)

 £

(million)

£

 (million)

At 1 January

2.18

75

2.38 

60 

2.46 

56 

Granted

1.78

25

1.89 

28 

2.27 

21 

Exercised

2.83

(4)

2.44 

(4)

2.46 

(3)

Cancelled

2.25

(12)

2.46 

(9)

2.49 

(14)

At 31 December

2.01

84

2.18 

75 

2.38 

60 

 

Options are exercisable within six months of vesting; 3.2 million options were exercisable at 31 December 2019 (2018 – 4.9 million; 2017 – 3.7 million). The weighted average share price at the date of exercise of options was £2.49 (2018 - £2.13; 2017 - £2.77). At 31 December 2019, exercise prices ranged from £1.68 to £2.91 (2018 - £1.68 to £3.43; 2017 - £1.68 to £4.34) and the remaining average contractual life was 2.7years (2018 - 2.9 years; 2017 – 2.9 years). The fair value of options granted in 2019 was £11 million (2018 - £21 million; 2017 - £21 million).

 

Deferred performance awards

2019

2018 

2017 

Value at

Shares

Value at

Shares

Value at

Shares

grant

awarded

grant

awarded

grant

awarded

£m

(million)

£m

(million)

£m

 (million)

At 1 January

233

92

264

101

296

102

Granted

110

42

156

59

152

63

Forfeited

(10)

(4)

(21)

(8)

(11)

(4)

Vested

(137)

(54)

(166)

(60)

(173)

(60)

At 31 December

196

76

233

92

264

101

 

The awards granted in 2019 vest in equal tranches on their anniversaries, predominantly over three years.

 

Long-term incentives

2019

2018 

2017 

Value at

Shares

Options

Value at

Shares

Options

Value at

Shares

Options

grant

awarded

over shares

grant

awarded

over shares

grant

awarded

over shares

£m

(million)

(million)

£m

(million)

(million)

£m

(million)

(million)

At 1 January

85

32

2

102

37

2

119

38

4

Granted

15

6

12

5

35

15

Vested/exercised

(12)

(4)

(5)

(2)

(22)

(7)

Lapsed

(25)

(9)

(2)

(24)

(8)

(30)

(9)

(2)

At 31 December

63

25

85

32

2

102

37

2

 

The market value of awards vested/exercised in 2019 was £10 million (2018 - £5 million; 2017 - £22 million). There are no vested options of shares exercisable up to 2020 (2018 - 2 million; 2017 - 2 million).

 

Bonus awards

The following tables analyse RBS Group’s bonus awards for 2019.

 

2019

2018 

Change 

£m 

£m 

Non-deferred cash awards (1)

40

37 

8

Total non-deferred bonus awards

40

37 

8

Deferred bond awards

184

191 

(4)

Deferred share awards

83

107 

(22)

Total deferred bonus awards

267

298 

(10)

Total bonus awards (2)

307

335 

(8)

Bonus awards as a % of operating profit before tax (3)

7%

9%

Proportion of bonus awards that are deferred of which

87%

89%

  - deferred bond awards

69%

64%

  - deferred share awards

31%

36%

 

RBS – Annual Report on Form 20-F 2019

211

 

 


 

Notes on the consolidated accounts

 

 

 

3 Operating expenses continued

 

Reconciliation of bonus awards to income statement charge

2019

2018 

2017 

£m 

£m 

£m 

Bonus awarded

307

335 

342 

Less: deferral of charge for amounts awarded for current year

(110)

(130)

(133)

Income statement charge for amounts awarded in current year

197

205 

209 

Add: current year charge for amounts deferred from prior years

127

86 

96 

Less: forfeiture of amounts deferred from prior years

(25)

(66)

(7)

Income statement charge for amounts deferred from prior years

102

20 

89 

Income statement charge for bonus awards (2)

299

225 

298 

 

Actual

Expected

Year in which income statement charge is expected to be taken for deferred bonus awards

2021

2017 

2018 

2019

2020

and beyond

£m 

£m 

£m 

£m

£m

Bonus awards deferred from 2017 and earlier

96 

86

31

14

5

Bonus awards deferred from 2018

— 

96

16

14

Less: forfeiture of amounts deferred from prior years

(7)

(66)

(25)

Bonus awards for 2019 deferred

— 

— 

78

32

89 

20 

102

108

51

Notes:

(1)        Cash awards are limited to £2,000 for all employees.

(2)        Excludes other performance related compensation.

(3)        Operating profit before tax and bonus expense.

 

 

4 Segmental analysis

Reportable segments

The directors manage RBS primarily by class of business and present the segmental analysis on that basis. This includes the review of net interest income for each class of business. Interest receivable and payable for all reportable segments is therefore presented net. Segments charge market prices for services rendered between each other; funding charges between segments are determined by RBS Treasury, having regard to commercial demands. The segment performance measure is operating profit/(loss).

 

Effective from 1 January 2019 Business Banking was transferred from UK Personal & Business Banking (UK PBB) to Commercial Banking, as the nature of the business, including distribution channels, products and customers were more closely aligned to the Commercial Banking business. Following the transfer, UK PBB was renamed UK Personal Banking. Comparatives have been restated.

 

Reportable operating segments

The reportable operating segments are as follows:

 

UK Personal Banking serves individuals and mass affluent customers in the UK and includes Ulster Bank customers in Northern Ireland.

 

Ulster Bank RoI serves individuals and businesses in the Republic of Ireland (RoI).

 

Commercial Banking serves start-up, SME, commercial and corporate customers in the UK.

 

Private Banking serves UK connected high net worth individuals and their business interests.

 

RBS International (RBSI) serves retail, commercial, and corporate customers in the Channel Islands, Isle of Man and Gibraltar, and financial institution customers in those same locations in addition to the UK and Luxembourg.

 

NatWest Markets helps global financial institutions and corporates manage their financial risks and achieve their short and long-term financial goals while navigating changing markets and regulation.

 

Central items & other includes corporate functions, such as RBS Treasury, finance, risk management, compliance, legal, communications and human resources. Central functions manages RBS capital resources and RBS-wide regulatory projects and provides services to the reportable segments. Balances in relation to legacy litigation issues and the international private banking business are included in Central items in the relevant periods.

 

Allocation of central balance sheet items

RBS allocates all central costs relating to Services and Functions to the business using appropriate drivers, these are reported as indirect costs in the segmental income statements. Assets (and risk-weighted assets) held centrally, mainly relating to RBS Treasury, are allocated to the business using appropriate drivers.

 

Net

Net fees

Other

Depreciation

Impairment

interest

and

non-interest

Total

Operating

and

(losses)/

Operating

 income

commissions

 income

 income

 expenses

 amortisation

releases

 profit/(loss)

2019

£m

£m

£m

£m

£m

£m

£m

£m

UK Personal Banking

4,130

696

40

4,866

(3,618)

(393)

855

Ulster Bank RoI

400

109

58

567

(552)

34

49

Commercial Banking

2,842

1,312

164

4,318

(2,458)

(142)

(391)

1,327

Private Banking

521

226

30

777

(482)

(4)

6

297

RBS International

478

106

26

610

(254)

(10)

(2)

344

NatWest Markets

(188)

85

1,445

1,342

(1,406)

(12)

51

(25)

Central items & other

(136)

(23)

1,932

1,773

621

(1,008)

(1)

1,385

Total

8,047

2,511

3,695

14,253

(8,149)

(1,176)

(696)

4,232

 

RBS – Annual Report on Form 20-F 2019

212

 

 


 

Notes on the consolidated accounts

 

 

 

4 Segmental analysis continued

Net

Net fees

Other

Depreciation

Impairment

interest

and

non-interest

Total

Operating

and

(losses)/

Operating

 income

commissions

 income

 income

 expenses

 amortisation

releases

 profit/(loss)

2018*

£m

£m

£m

£m

£m

£m

£m

£m

UK Personal Banking

4,283

692

79

5,054

(2,867)

(339)

1,848

Ulster Bank RoI

444

91

75

610

(583)

(15)

12

Commercial Banking

2,855

1,283

464

4,602

(2,362)

(125)

(147)

1,968

Private Banking

518

228

29

775

(476)

(2)

6

303

RBS International

466

101

27

594

(254)

(6)

2

336

NatWest Markets

112

(33)

1,363

1,442

(1,589)

(15)

92

(70)

Central items & other

(22)

(5)

352

325

(783)

(583)

3

(1,038)

Total

8,656

2,357

2,389

13,402

(8,914)

(731)

(398)

3,359

 

*2018 and 2017 data has been restated for the business re-segmentation.

 

2017*

UK Personal Banking

4,342

724

216

5,282

(3,241)

(207)

1,834

Ulster Bank RoI

421

94

89

604

(676)

(60)

(132)

Commercial Banking

3,074

1,405

200

4,679

(2,458)

(144)

(390)

1,687

Private Banking

464

179

35

678

(529)

(6)

143

RBS International

325

42

22

389

(217)

(2)

(3)

167

NatWest Markets

203

24

823

1,050

(2,250)

49

174

(977)

Central items & other

158

(13)

306

451

(222)

(711)

(1)

(483)

Total

8,987

2,455

1,691

13,133

(9,593)

(808)

(493)

2,239

 

*2018 and 2017 data has been restated for the business re-segmentation.

 

2019

2018*

2017*

Inter 

Inter 

Inter 

External 

segment 

Total 

External 

segment 

Total 

External 

segment 

Total 

Total revenue

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

UK Personal Banking

6,161

62

6,223

6,188

63

6,251

6,406

39

6,445

Ulster Bank RoI

616

6

622

668

668

676

(4)

672

Commercial Banking

4,347

139

4,486

4,576

89

4,665

4,532

79

4,611

Private Banking

703

241

944

681

195

876

585

143

728

RBS International

639

19

658

506

148

654

309

119

428

NatWest Markets

2,516

558

3,074

1,882

916

2,798

1,408

809

2,217

Central items & other

3,447

(1,025)

2,422

2,155

(1,411)

744

2,147

(1,185)

962

Total

18,429

18,429

16,656

16,656

16,063

16,063

 

*2018 and 2017 data has been restated for the business re-segmentation.

2019

2018*

2017*

Inter 

Inter 

Inter 

External 

segment 

Total 

External 

segment 

Total 

External 

segment 

Total 

Total income

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

 £m 

UK Personal Banking

4,834

32

4,866

5,021

33

5,054

5,265

17

5,282

Ulster Bank RoI

562

5

567

613

(3)

610

609

(5)

604

Commercial Banking

4,814

(496)

4,318

5,079

(477)

4,602

5,051

(372)

4,679

Private Banking

631

146

777

655

120

775

594

84

678

RBS International

603

7

610

469

125

594

281

108

389

NatWest Markets

1,664

(322)

1,342

1,510

(68)

1,442

1,077

(27)

1,050

Central items & other

1,145

628

1,773

55

270

325

256

195

451

Total

14,253

14,253

13,402

13,402

13,133

13,133

 

*2018 and 2017 data has been restated for the business re-segmentation.

 

RBS – Annual Report on Form 20-F 2019

213

 

 


 

Notes on the consolidated accounts

 

 

 

4 Segmental analysis continued

UK Personal

Ulster

Commercial

Private

RBS

NatWest

Central items

Analysis of net fees and commissions

Banking

Bank RoI

Banking

Banking

International

Markets

& other

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

Fees and commissions receivable

  - Payment services

292

61

658

33

27

24

1,095

  - Credit and debit card fees

427

28

154

12

2

623

  - Lending (credit facilities)

356

14

415

2

32

82

901

  - Brokerage

55

8

5

96

164

  - Investment management, trustee and

44

3

3

186

41

1

278

      fiduciary services

  - Trade finance

2

95

1

4

3

105

  - Underwriting fees

170

170

  - Other

2

5

90

27

2

69

(172)

23

Total

1,176

121

1,415

266

108

445

(172)

3,359

Fees and commissions payable

(480)

(12)

(103)

(40)

(2)

(360)

149

(848)

Net fees and commissions

696

109

1,312

226

106

85

(23)

2,511

2018*

Fees and commissions receivable

  - Payment services

227

34

556

33

25

3

878

  - Credit and debit card fees

402

22

175

13

612

  - Lending (credit facilities)

408

29

415

2

29

88

971

  - Brokerage

62

6

5

85

158

  - Investment management, trustee and

      fiduciary services

49

4

191

42

286

  - Trade finance

2

122

1

4

3

132

  - Underwriting fees

13

17

144

174

  - Other

2

1

60

16

2

67

(141)

7

Total

1,163

98

1,345

261

102

390

(141)

3,218

Fees and commissions payable

(471)

(7)

(62)

(33)

(1)

(423)

136

(861)

Net fees and commissions

692

91

1,283

228

101

(33)

(5)

2,357

*2018 and 2017 data has been restated for the business re-segmentation.

2017*

Fees and commissions receivable

  - Payment services

194

30

543

37

24

1

829

  - Credit and debit card fees

451

27

175

12

665

  - Lending (credit facilities)

436

30

497

2

10

83

2

1,060

  - Brokerage

69

10

6

63

148

  - Investment management, trustee and

      fiduciary services

72

4

35

133

4

1

249

  - Trade finance

2

164

1

3

3

173

  - Underwriting fees

157

157

  - Other

1

51

15

2

132

(144)

57

Total

1,223

103

1,465

206

43

440

(142)

3,338

Fees and commissions payable

(499)

(9)

(60)

(27)

(1)

(416)

129

(883)

Net fees and commissions

724

94

1,405

179

42

24

(13)

2,455

 

*2018 and 2017 data has been restated for the business re-segmentation.

 

2019

2018*

2017*

Assets

Liabilities

Assets

Liabilities

Assets

Liabilities

£m

£m

£m

£m

£m

£m

UK Personal Banking

182,305

153,999

171,011

148,792

166,560

145,104

Ulster Bank RoI

25,385

21,012

25,193

21,189

24,564

19,853

Commercial Banking

165,399

140,863

166,478

139,804

173,621

143,450

Private Banking

23,304

28,610

21,983

28,554

20,290

27,049

RBS International

31,738

30,330

28,398

27,663

25,867

29,077

NatWest Markets

263,885

246,907

244,531

227,399

277,886

248,553

Central items & other

31,023

57,762

36,641

54,344

49,268

75,877

Total

723,039

679,483

694,235

647,745

738,056

688,963

 

*2018 and 2017 data has been restated for the business re-segmentation.

 

RBS – Annual Report on Form 20-F 2019

214

 

 


 

Notes on the consolidated accounts

 

 

 

4 Segmental analysis continued

Segmental analysis of goodwill is as follows:                         

UK Personal

Commercial

Private

 RBS

Banking

Banking

Banking

International

Total

£m

£m

£m

£m

£m

At 1 January 2018*

2,653

2,606

300

5,559

Acquisitions

48

48

Inter-segment transfers

(9)

9

At 31 December 2018*

2,692

2,606

9

300

5,607

At 31 December 2019

2,692

2,606

9

300

5,607

 

*2018 data has been restated for the business re-segmentation.

 

Geographical segments

The geographical analysis in the tables below has been compiled on the basis of location of office where the transactions are recorded.

 

UK 

USA 

Europe 

RoW 

Total 

2019

£m 

 £m 

 £m 

£m 

 £m 

Total revenue

16,925

228

1,148

128

18,429

Interest receivable

10,923

417

35

11,375

Interest payable

(3,255)

(70)

(3)

(3,328)

Net fees and commissions

2,191

37

211

72

2,511

Income from trading activities

727

148

49

8

932

Other operating income

2,305

13

436

9

2,763

Total income

12,891

198

1,043

121

14,253

Operating profit/(loss) before tax

3,543

186

421

82

4,232

Total assets

648,056

33,121

40,010

1,852

723,039

Total liabilities

613,151

31,715

33,539

1,078

679,483

Net assets attributable to equity owners and non-controlling interests

34,905

1,406

6,471

774

43,556

Contingent liabilities and commitments

114,422

10,571

2

124,995

2018

Total revenue

15,351

300

838

167

16,656

Interest receivable

10,589

430

30

11,049

Interest payable

(2,366)

(26)

(1)

(2,393)

Net fees and commissions

2,183

12

102

60

2,357

Income from trading activities

1,308

124

68

7

1,507

Other operating income

467

119

229

67

882

Total income

12,181

255

803

163

13,402

Operating profit/(loss) before tax

3,805

(718)

150

122

3,359

Total assets

624,228

32,573

34,441

2,993

694,235

Total liabilities

588,185

31,329

27,183

1,048

647,745

Net assets attributable to equity owners and non-controlling interests

36,043

1,244

7,258

1,945

46,490

Contingent liabilities and commitments

121,267

5,408

208

126,883

2017*

Total revenue

15,011

192

655

205

16,063

Interest receivable

10,556

7

435

36

11,034

Interest payable

(1,945)

(11)

(89)

(2)

(2,047)

Net fees and commissions

2,192

97

113

53

2,455

Income from trading activities

570

83

(24)

5

634

Other operating income

806

22

121

108

1,057

Total income

12,179

198

556

200

13,133

Operating profit/(loss) before tax

3,230

(580)

(485)

74

2,239

Total assets

662,314

38,485

34,280

2,977

738,056

Total liabilities

626,103

36,564

25,171

1,125

688,963

Net assets attributable to equity owners and non-controlling interests

36,211

1,921

9,109

1,852

49,093

Contingent liabilities and commitments

128,127

78

7,823

22

136,050

 

RBS – Annual Report on Form 20-F 2019

215

 

 


 

Notes on the consolidated accounts

 

 

 

5 Pensions

Defined contribution schemes

RBS Group sponsors a number of defined contribution pension schemes in different territories, which new employees are offered the opportunity to join.

 

Defined benefit schemes

RBS Group sponsors a number of pension schemes in the UK and overseas, including the Main section of The Royal Bank of Scotland Group Pension Fund (the “Main section”) which operates under UK trust law and is managed and administered on behalf of its members in accordance with the terms of the trust deed, the scheme rules and UK legislation.

 

Pension fund trustees are appointed to operate each fund and ensure benefits are paid in accordance with the scheme rules and national law. The trustees are the legal owner of a scheme’s assets, and have a duty to act in the best interests of all scheme members.

 

The schemes generally provide a pension of one-sixtieth of final pensionable salary for each year of service prior to retirement up to a maximum of 40 years and are contributory for current members. These have been closed to new entrants for over ten years, although current members continue to build up additional pension benefits, currently subject to 2% maximum annual salary inflation, while they remain employed by RBS Group.

 

The Main section corporate trustee is RBS Pension Trustee Limited (the Trustee), a wholly owned subsidiary of NWB Plc, Principal Employer of the Main section. The Board of the Trustee comprises four member trustee directors selected from eligible active staff, deferred and pensioner members who apply and six appointed by RBS Group. Under UK legislation, a defined benefit pension scheme is required to meet the statutory funding objective of having sufficient and appropriate assets to cover its liabilities (the pensions that have been promised to members).

 

Similar governance principles apply to RBS Group’s other pension schemes.

 

Investment strategy

The assets of the Main section, which is typical of other group schemes, represent 90% of plan assets at 31 December 2019 (2018 - 90%) and are invested in a diversified portfolio as shown below.

 

The Main section employs derivative instruments to achieve a desired asset class exposure and to reduce the section’s interest rate, inflation and currency risk. This means that the net funding position is considerably less sensitive to changes in market conditions than the value of the assets or liabilities in isolation.

 

Major classes of plan assets as a percentage of
total plan assets of the Main section

2019

2018

Quoted

Unquoted

Total

Quoted

Unquoted

Total

%

%

%

%

%

%

Equities

3.9

4.8

8.7

3.7

5.2

8.9

Index linked bonds

47.8

47.8

40.1

— 

40.1

Government bonds

9.3

9.3

12.9

— 

12.9

Corporate and other bonds

11.6

5.0

16.6

12.2

5.2

17.4

Real estate

4.8

4.8

— 

5.5

5.5

Derivatives

7.8

7.8

— 

6.1

6.1

Cash and other assets

5.0

5.0

— 

9.1

9.1

72.6

27.4

100.0

68.9

31.1

100.0

 

The Main section’s holdings of derivative instruments are summarised in the table below:

 

2019

2018

Notional 

Fair value

Notional 

Fair value

amounts 

Assets 

Liabilities 

amounts 

Assets 

Liabilities 

£bn

£m 

£m 

£bn

£m 

£m 

Inflation rate swaps

16

909

1,094

13 

347 

502 

Interest rate swaps

57

6,407

2,992

55 

8,132 

5,362 

Currency forwards

9

215

42

10 

22 

164 

Equity and bond call options

1

122

277 

— 

Equity and bond put options

5

3

1

Other

3

124

13

1,027 

1,092 

 

Swaps have been executed at prevailing market rates and within standard market bid/offer spreads with a number of counterparty banks, including NWB Plc.

 

At 31 December 2019, the gross notional value of the swaps was £75 billion (2018 - £72 billion) and had a net positive fair value of £3,340 million (2018 - £2,557 million) against which the banks had posted approximately 110% collateral.

 

The schemes do not invest directly in RBS Group but can have exposure to RBS Group. The trustees of the respective UK schemes are responsible for ensuring that indirect investments in RBS Group do not exceed the 5% regulatory limit.

 

RBS – Annual Report on Form 20-F 2019

216

 

 


 

Notes on the consolidated accounts

 

 

 

5 Pensions continued

Main section

All schemes

Present value

Asset

 Net

Present value

Asset

 Net

Fair

 of defined

ceiling/

pension

Fair

 of defined

ceiling/

pension

value of

benefit

minimum

(asset)/

value of

benefit

minimum

(asset)/

Changes in value of net pension (asset)/liability

plan assets

obligation

funding (1)

liability

plan assets

obligation

funding (1)

liability

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 2018

44,652

37,937

6,715

49,746

42,378

7,105

(263)

Currency translation and other adjustments

20

17

(1)

(4)

Income statement

1,123

1,143

171

191

1,242

1,371

179

308

Statement of comprehensive income

(1,891)

(1,396)

1,532

2,027

(2,090)

(1,630)

1,507

1,967

Contributions by employer

2,218

(2,218)

2,363

(2,363)

Contributions by plan participants and other scheme members

7

7

12

12

Liabilities extinguished upon settlement

(259)

(259)

Transfer of pension assets and liabilities from Main section

(276)

(198)

(78)

Benefits paid

(2,027)

(2,027)

(2,282)

(2,282)

At 1 January 2019

43,806

35,466

8,340

48,752

39,607

8,790

(355)

Currency translation and other adjustments

(85)

(76)

9

Income statement

  Net interest expense

1,245

1,003

242

1,374

1,109

255

(10)

  Current service cost

140

140

193

193

  Past service cost

13

13

15

15

  Gain on curtailments or settlements

(10)

(10)

1,245

1,156

242

153

1,374

1,307

255

188

Statement of comprehensive income

  Return on plan assets excluding recognised interest income

3,021

(3,021)

3,556

(3,556)

  Experience gains and losses

(275)

(275)

(279)

(279)

  Effect of changes in actuarial financial assumptions

5,565

5,565

6,189

6,189

  Effect of changes in actuarial demographic assumptions

(465)

(465)

(482)

(482)

  Asset ceiling adjustments

(1,696)

(1,696)

(1,730)

(1,730)

3,021

4,825

(1,696)

108

3,556

5,428

(1,730)

142

Contributions by employer

261

(261)

473

(473)

Contributions by plan participants and other scheme members

10

10

15

15

Liabilities extinguished upon settlement

(188)

(194)

(6)

Benefits paid

(1,788)

(1,788)

(1,972)

(1,972)

At 31 December 2019

46,555

39,669

6,886

51,925

44,115

7,315

(495)

 

Notes:

(1)        RBS Group recognises the net pension scheme surplus or deficit as a net asset or liability. In doing so, the funded status is adjusted to reflect any schemes with a surplus that RBS Group may not be able to access, as well as any minimum funding requirement to pay in additional contributions. This is most relevant to the Main section, where the surplus is not recognised.

(2)        RBS Group expects to make contributions to the Main section of £247 million in 2020. Additional contributions of up to £500 million will be paid to the Main section, should RBS Group make distributions in 2020, in line with the ring-fencing agreement with the Trustee.

 

All schemes

Amounts recognised on the balance sheet

2019

2018 

£m

£m

Fund assets at fair value

51,925

48,752 

Present value of fund liabilities

44,115

39,607 

Funded status

7,810

9,145 

Asset ceiling/minimum funding

7,315

8,790 

495

355 

Net pension asset/(liability) comprises

2019

2018 

£m 

£m 

Net assets of schemes in surplus (included in Other assets, Note 17)

614

520 

Net liabilities of schemes in deficit (included in Other liabilities, Note 20)

(119)

(165)

495

355 

 

RBS – Annual Report on Form 20-F 2019

217

 

 


 

Notes on the consolidated accounts

 

 

 

 

5 Pensions continued

Funding and contributions by RBS Group

In the UK, the trustees of defined benefit pension schemes are required to perform funding valuations every three years. The trustees and the sponsor, with the support of the Scheme Actuary, agree the assumptions used to value the liabilities and a Schedule of Contributions required to eliminate any funding deficit. The funding assumptions incorporate a margin for prudence over and above the expected cost of providing the benefits promised to members, taking into account the sponsor’s covenant and the investment strategy of the scheme. Similar arrangements apply in the other territories where the RBS Group sponsors defined benefit pension schemes. The last funding valuation of the Main section was at 31 December 2017 and next funding valuation is due at 31 December 2020, to be agreed by 31 March 2022.

 

The triennial funding valuation of the Main section as at 31 December 2017 determined the funding level to be 96%, pension liabilities to be £47 billion and the deficit to be £2 billion, which was eliminated by a £2 billion cash payment in October 2018. The average cost of the future service of current members is 44% of salary before administrative expenses and contributions from those members.

 

In 2018, the Group recognised an updated estimate of the impact of guaranteed minimum pension equalisation (£102m) following the clarity provided by the October 2018 Court ruling and the impact of any future conversion exercise.  This has been revised in 2019 to reflect changes in financial assumptions.

 

Assumptions

Placing a value on RBS Group’s defined benefit pension schemes’ liabilities requires RBS Group’s management to make a number of assumptions, with the support of independent actuaries. The ultimate cost of the defined benefit obligations depends upon actual future events and the assumptions made are unlikely to be exactly borne out in practice, meaning the final cost may be higher or lower than expected.

 

 

The most significant assumptions used for the Main section are shown below:

 

 

Principal IAS 19 actuarial

 

 

assumptions

 

 

2019

2018

Principal assumptions of 2017 triennial valuation

 

%

%

 

Discount rate

2.1

2.9

Fixed interest swap yield curve plus 0.8% per annum

Inflation assumption (RPI)

2.9

3.2

RPI swap yield curve

Rate of increase in salaries

1.8

1.8

 

Rate of increase in deferred pensions

3.0

3.1

 

Rate of increase in pensions in payment

2.8

2.9

Modelled allowance for relevant caps and floors

Lump sum conversion rate at retirement

20

20

18%

Longevity at age 60:

years

years

 

Current pensioners

 

 

 

Males

26.9

27.2

28.1

Females

28.7

29.0

29.7

Future pensioners, currently aged 40

 

 

 

Males

28.2

28.4

29.3

Females

30.2

30.5

31.5

 

 

Discount rate

The IAS 19 valuation uses a single discount rate set by reference to the yield on a basket of ‘high quality’ sterling corporate bonds. For the triennial valuation discounting is by reference to a yield curve.

 

The weighted average duration of the Main section’s defined benefit obligation at 31 December 2019 is 21 years (2018 – 20 years).

 

Significant judgement is required when setting the criteria for bonds to be included in the basket of bonds that is used to determine the discount rate used in the IAS 19 valuations. The criteria include issue size, quality of pricing and the exclusion of outliers. Judgement is also required in determining the shape of the yield curve at long durations: a constant credit spread relative to gilts is assumed. Sensitivity to the main assumptions is presented below.

 

RBS – Annual Report on Form 20-F 2019

218

 

 


 

Notes on the consolidated accounts

 

 

 

 

5 Pensions continued

The chart below shows the projected benefit payment pattern for the Main section in nominal terms. These cashflows are based on the most recent formal actuarial valuation, effective 31 December 2017.

 

 

 

The larger outflow in the first four years represents the expected level of transfers out to 31 December 2021.

 

The table below shows how the net pension asset of the Main section would change if the key assumptions used were changed independently. In practice the variables have a degree of correlation and do not move completely in isolation.

 

Increase in

(Decrease)/increase

(Decrease)/increase

net pension assets/

in value of assets

in value of liabilities

(obligations)

2019

£m

£m

£m

0.25% increase in interest rates/discount rate

(2,330)

(1,973)

(357)

0.25% increase in inflation

1,923

1,394

529

0.25% increase in credit spreads

(5)

(1,973)

1,968

Longevity increase of one year

1,706

(1,706)

0.25% additional rate of increase in pensions in payment

1,326

(1,326)

Increase in equity values of 10% (1)

430

430

2018

0.25% increase in interest rates/discount rate

(2,214)

(1,644)

(570)

0.25% increase in inflation

1,487 

1,199 

288 

0.25% increase in credit spreads

(5)

(1,644)

1,639 

Longevity increase of one year

— 

1,414 

(1,414)

0.25% additional rate of increase in pensions in payment

— 

1,215 

(1,215)

Increase in equity values of 10% (1)

419 

— 

419 

 

Note:

(1)        Includes both quoted and private equity.

 

The funded status is most sensitive to movements in credit spreads and longevity. The table below shows the combined change in the funded status of the Main section as a result of larger movements in these assumptions, assuming no changes in other assumptions.

 

Change in life expectancies

-2 years

-1 years

No change

+ 1 year

+ 2 years

2019

£bn

£bn

£bn

£bn

£bn

Change in credit spreads

+50 bps

6.9

5.4

3.9

2.3

0.8

No change

3.6

1.7

(1.7)

(3.6)

-50 bps

(0.2)

(2.3)

(4.4)

(6.5)

(8.7)

2018

Change in credit spreads

+50 bps

5.8

4.5

3.2

1.9

0.7

No change

3.0

1.4

(1.4)

(3.0)

-50 bps

(0.4)

(2.1)

(3.8)

(5.5)

(7.3)

 

RBS – Annual Report on Form 20-F 2019

219

 

 


 

Notes on the consolidated accounts

 

 

 

 

5 Pensions continued

The defined benefit obligation of the Main section is attributable to the different classes of scheme members in the following proportions:

 

2019

2018 

Membership category

Active members

13.6

12.9 

Deferred members

49.7

48.6 

Pensioners and dependants

36.7

38.5 

100.0

100.0 

 

The experience history of RBS Group schemes is shown below:

 

Main section

All schemes

History of defined benefit schemes

2019

2018 

2017 

2016 

2015 

2019

2018 

2017 

2016 

2015 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

Fair value of plan assets

46,555

43,806 

44,652 

43,824 

30,703 

51,925

48,752 

49,746 

49,229 

34,708 

Present value of plan obligations

39,669

35,466 

37,937 

38,851 

30,966 

44,115

39,607 

42,378 

43,990 

35,152 

Net surplus/(deficit)

6,886

8,340 

6,715 

4,973 

(263)

7,810

9,145 

7,368 

5,239 

(444)

Experience gains/(losses) on plan liabilities

275

(122)

(107)

658 

233 

279

(81)

(93)

794 

258 

Experience gains/(losses) on plan assets

3,021

(1,891)

1,580 

8,562 

(415)

3,556

(2,090)

1,728 

9,254 

(458)

Actual return on plan assets

4,266

(768)

2,735 

9,872 

703 

4,930

(848)

3,013 

10,708 

749 

Actual return on plan assets

9.7%

(1.7%)

6.2%

32.2%

2.3%

10.1%

(1.7%)

6.1%

30.9%

2.2%

 

6 Auditor’s remuneration

Amounts paid to RBS Group’s auditors for statutory audit and other services are set out below. All audit-related and other services are approved by the Group Audit Committee and are subject to strict controls to ensure the external auditor’s independence is unaffected by the provision of other services. The Group Audit Committee recognises that for certain assignments, the auditors are best placed to perform the work economically; for other work, RBS Group selects the supplier best placed to meet its requirements. RBS Group’s auditors are permitted to tender for such work in competition with other firms where the work is permissible under audit independence rules.

 

Amounts paid to RBS Group’s auditors for statutory audit and other services are set out below:

 

2019

2018 

2017 

£m 

£m 

£m 

Fees payable for:

 - the audit of RBS Group’s annual accounts (1)

3.8

3.5

4.0

 - the audit of RBSG plc’s subsidiaries (1)

25.7

27.5

22.9

 - audit-related assurance services (1,2)

3.2

2.9

4.3

Total audit and audit-related assurance services fees

32.7

33.9

31.2

Other assurance services

1.2

1.3

1.7

Corporate finance services (3)

0.6

0.2

0.2

Total other services

1.8

1.5

1.9

 

Notes:

(1)        The 2019 audit fee was approved by the Group Audit Committee. At 31 December 2019, £16 million has been billed in and paid in respect of the  2019 RBS Group audit fees.

(2)        Comprises fees of £1.1 million (2018 - £1.1 million) in relation to reviews of interim financial information, £1.4 million (2018 - £1.1 million) in respect of reports to RBS Group’s regulators in the UK and overseas, and £0.7 million (2018 - £0.7 million) in relation to non-statutory audit opinions.

(3)        Comprises fees of £0.6 million (2018 - £0.2 million) in respect of work performed by the auditors as reporting accountants on debt and equity issuances undertaken by RBS Group.

 

RBS – Annual Report on Form 20-F 2019

220

 

 


 

Notes on the consolidated accounts

 

 

 

 

7 Tax

 

2019

2018*

2017*

£m 

£m 

£m 

Current tax

Charge for the year

(673)

(1,025)

(925)

Over provision in respect of prior years

122

125

227

(551)

(900)

(698)

Deferred tax

Credit/(charge) for the year

38

(280)

108

Increase/(reduction) in the carrying value of deferred tax assets

62

7

(30)

Over/(under) provision in respect of prior years

19

(35)

(111)

Tax charge for the year

(432)

(1,208)

(731)

 

*Restated for IAS12 ‘Income taxes’. Refer to Accounting policy 1, Other amendments to IFRS.

 

The actual tax charge differs from the expected tax charge computed by applying the standard rate of UK corporation tax of 19% (2018 – 19%; 2017 – 19.25%) as follows:

 

2019

2018*

2017 *

£m 

£m 

£m 

Expected tax charge

(804)

(638)

(431)

Losses and temporary differences in year where no deferred tax asset recognised

(4)

(55)

(303)

Foreign profits taxed at other rates

23

(8)

104

UK tax rate change impact

— 

(7)

Items not allowed for tax:

  - losses on disposals and write-downs

(71)

(44)

(69)

  - UK bank levy

(26)

(38)

(45)

  - regulatory and legal actions

(165)

(203)

(56)

  - other disallowable items

(62)

(63)

(110)

Non-taxable items:

  - Alawwal bank merger gain disposal

215

— 

  - FX recycling on the liquidation of RFS Holdings

279

— 

  - other non-taxable items

80

47

134

Taxable foreign exchange movements

(1)

(27)

27

Losses brought forward and utilised

27

14

11

Increase/(decrease) in the carrying value of deferred tax assets in respect of: 

  - UK losses

129

7

(30)

  - Ireland losses

(67)

— 

Banking surcharge

(199)

(357)

(165)

Tax on paid-in equity

73

67

93

Adjustments in respect of prior years (1)

141

90

116

Actual tax charge

(432)

(1,208)

(731)

 

*Restated for IAS12 ‘Income taxes’. Refer to Accounting policy 1, Other amendments to IFRS.

 

Note:

(1)        Prior year tax adjustments incorporate refinements to tax computations made on submission and agreement with the tax authorities. Current taxation balances include provisions in respect of uncertain tax positions, in particular in relation to restructuring and other costs where the taxation treatment remains subject to agreement with the relevant tax authorities.

 

Judgment: Tax contingencies

 

RBS Group’s income tax charge and its provisions for income taxes necessarily involve a degree of estimation and judgement. The tax treatment of some transactions is uncertain and tax computations are yet to be agreed with the tax authorities in a number of jurisdictions. RBS Group recognises anticipated tax liabilities based on all available evidence and, where appropriate, in the light of external advice. Any difference between the final outcome and the amounts provided will affect current and deferred income tax charges in the period when the matter is resolved.

 

Deferred tax

 

2019

2018

£m 

£m 

Deferred tax asset

(1,011)

(1,412)

Deferred tax liability

266

454

Net deferred tax asset

(745)

(958)

 

RBS – Annual Report on Form 20-F 2019

221

 

 


 

Notes on the consolidated accounts

 

 

 

 

7 Tax continued

 

Tax 

Accelerated

losses 

capital

Expense

Financial

carried 

Pension 

allowances

provisions

instruments

forward 

Other

Total 

£m 

£m 

£m

£m

£m 

£m 

£m 

At 1 January 2018

(393)

192 

(266)

198 

(939)

51 

(1,157)

Implementation of IFRS 9 on 1 January 2018

— 

— 

— 

16 

— 

— 

16 

(Credit)/charge to income statement

(40)

22 

121 

154 

46 

308 

(Credit)/charge to other comprehensive income

(95)

— 

(23)

— 

33 

(84)

Currency translation and other adjustments

— 

(14)

(2)

(34)

(41)

At 1 January 2019

(528)

220

(159)

349

(936)

96

(958)

Implementation of IFRS16 on 1 January 2019

(60)

(60)

Acquisitions and disposals of subsidiaries

(1)

(1)

18

16

Charge/(credit) to income statement

28

(43)

41

(81)

(28)

(36)

(119)

Charge/(credit) to other comprehensive income

362

30

(20)

372

Currency translation and other adjustments

(4)

(1)

13

(4)

4

At 31 December 2019

(139)

172

(118)

315

(951)

(24)

(745)

 

Deferred tax assets in respect of unused tax losses are recognised if the losses can be used to offset probable future taxable profits after taking into account the expected reversal of other temporary differences. Recognised deferred tax assets in respect of tax losses are analysed further below.

 

2019

2018

£m 

£m 

UK tax losses carried forward

  - NWM Plc

75

151 

  - NWB Plc

530

505 

  - RBS Plc

150

  - Ulster Bank Limited

15

19 

Total

770

675 

Overseas tax losses carried forward

Ulster Bank Ireland DAC

181

261 

951

936

 

Critical accounting policy: Deferred Tax

RBS Group has recognised a deferred tax asset of £1,011 million (31 December 2018 - £1,412 million) principally comprises losses that arose in the UK, temporary differences, and a deferred tax liability of £266 million (31 December 2018 - £454 million). This includes amounts recognised in respect of UK trading losses of £770 million (31 December 2018 - £675 million). Deferred tax assets are recognised to the extent that it is probable that there will be future taxable profits to recover them.

 

Judgment - RBS Group has considered the carrying value of deferred tax assets and concluded that, based on management’s estimates, sufficient taxable profits will be generated in future years to recover recognised deferred tax assets.

 

Estimate - These estimates are partly based on forecast performance beyond the horizon for management’s detailed plans. They have regard to inherent uncertainties, such as Brexit and climate change. The deferred tax asset in NWM Group is supported by way of future reversing temporary timing differences on which deferred tax liabilities are recognised at 31 December 2019.

 

UK tax losses - Under UK tax rules, tax losses can be carried forward indefinitely. As the recognised tax losses in RBS Group arose prior to 1 April 2015, credit in future periods is given against 25% of profits at the main rate of UK corporation tax, excluding the Banking Surcharge 8% rate introduced by The Finance (No. 2) Act 2015. Deferred tax assets and liabilities at 31 December 2019 take into account the reduced rates in respect of tax losses and temporary differences and where appropriate, the banking surcharge inclusive rate in respect of other banking temporary differences.

 

NWM Plc – NWM Plc expects that the balance of recognised deferred tax asset at 31 December 2019 of £75 million (2018 - £151 million) in respect of tax losses amounting to approximately £400 million will be recovered by the end of 2025. The movement in the current financial year reflects a £76 million decrease in the carrying value of the deferred tax asset, driven primarily by a decrease in forecast future taxable profits as a result of the strategic review of the NWM franchise. During the year, agreement was reached to transfer tax losses of £5,438 million to NWB Plc and RBS plc, as a consequence of the ring fencing regulations. Of the losses remaining, £5,109 million have not been recognised in the deferred tax balance at 31 December 2019; such losses will be available to offset 25% of future taxable profits in excess of those forecast in the closing deferred tax asset.

 

NWB Plc – A deferred tax asset of £530 million has been recognised in respect of total losses of £3,109 million. The losses arose principally as a result of significant impairment and conduct charges between 2009 and 2012 during challenging economic conditions in the UK banking sector. NWB Plc returned to tax profitability during 2015 and expects the deferred tax asset to be consumed by future taxable profits by the end of 2025. During the year, losses of £881 million were transferred from NWM Plc as a consequence of the ring fencing regulations. These losses have not been recognised in the deferred tax balance at 31 December 2019.

 

RBS plc – A deferred tax asset of £206 million was recognised in respect of losses transferred of £1,161 million from NatWest Markets Plc as a consequence of the ring fencing regulations, with £56 million of the deferred tax asset utilised to reduce current tax expense, leaving a balance of recognised deferred tax asset at 31 December 2019 of £150 million recovered by the end of 2025. The remaining losses transferred of £3,396 million have not been recognised in the deferred tax balance at 31 December 2019; such losses will be available to offset 25% of future taxable profits.

 

RBS – Annual Report on Form 20-F 2019

222

 

 


 

Notes on the consolidated accounts

 

 

 

 

7 Tax continued

Overseas tax losses

UBI DAC A deferred tax asset of £181 million has been recognised in respect of losses of £1,447 million of total losses of £8,334 million carried forward at 31 December 2019. The losses arose principally as a result of significant impairment charges between 2008 and 2013 during challenging economic conditions in the Republic of Ireland. The movement in the current financial year reflects a £67m reduction in the carrying value of the deferred tax asset and £: exchange differences. As UBIDAC continues to operate in a small open economy subject to short term volatility and extended non-performing loan realisation periods the company expects, in assessing its deferred tax asset on tax losses, that they will be consumed by future taxable profits by the end of 2028.

 

NatWest Market N.V. (NWM N.V.) NWM N.V. Group management has considered that there are significant changes to NWM N.V. Group’s activities compared to prior years as NWM N.V. has re-purposed its banking licence and new business was transferred to NWM N.V. during 2019. NWM N.V. Group management did not recognise deferred tax asset in respect of losses carried forward at 31 December 2019 due to the implications from the wider strategic review of the NWM franchise and the uncertainty in respect of Brexit.

 

Unrecognised deferred tax

Deferred tax assets of £4,653 million (2018 - £5,118 million; 2017 - £6,356, million) have not been recognised in respect of tax losses and other temporary differences carried forward of £23,555 million (2018 - £25,597 million; 2017 - £30,049 million) in jurisdictions where doubt exists over the availability of future taxable profits. Of these losses and other temporary differences, £839 million expire within five years and £4,798 million thereafter. The balance of tax losses and other temporary differences carried forward has no expiry date.

 

Deferred tax liabilities of £262 million (2018 - £257 million; 2017 - £255 million) have not been recognised in respect of retained earnings of overseas subsidiaries and held-over gains on the incorporation of overseas branches. Retained earnings of overseas subsidiaries are expected to be reinvested indefinitely or remitted to the UK free from further taxation. No taxation is expected to arise in the foreseeable future in respect of held-over gains. Changes to UK tax legislation largely exempts from UK tax, overseas dividends received on or after 1 July 2009.

 

8 Earnings per share

 

2019

2018 

2017 

£m

£m

£m

Earnings

Profit attributable to ordinary shareholders

3,133

1,622 

752 

Weighted average number of shares (millions)

Weighted average number of ordinary shares outstanding during the year

12,067

12,009 

11,867 

Effect of dilutive share options and convertible securities

35

52 

69 

Diluted weighted average number of ordinary shares outstanding during the year

12,102

12,061 

11,936 

 

9 Trading assets and liabilities

Trading assets and liabilities comprise assets and liabilities held at fair value in trading portfolios.

 

2019

2018 

Assets

£m

£m

Loans

    Reverse repos

24,095

24,759 

    Collateral given

20,579

19,036 

    Other loans

1,947

1,308 

Total loans

46,621

45,103 

Securities

    Central and local government

      - UK

4,897

6,834 

      - US

5,458

4,689 

      - other

14,902

13,498 

    Financial institutions and Corporate

4,867

4,995 

Total securities

30,124

30,016 

Total

76,745

75,119 

Liabilities

Deposits

    Repos

27,885

25,645 

    Collateral received

21,509

20,187 

    Other deposits

1,606

1,788 

Total deposits

51,000

47,620 

Debt securities in issue

1,762

903 

Short positions

21,187

23,827 

Total

73,949

72,350 

 

RBS – Annual Report on Form 20-F 2019

223

 

 


 

Notes on the consolidated accounts

 

 

 

 

10 Derivatives

Companies within RBS transact derivatives as principal either as a trading activity or to manage balance sheet foreign exchange, interest rate and credit risk.

 

2019

2018 

Notional 

Assets 

Liabilities 

Notional 

Assets 

Liabilities 

£bn 

£m 

£m 

£bn 

£m 

£m 

Exchange rate contracts

3,750

44,792

47,141

3,426 

36,545 

38,230 

Interest rate contracts

11,293

104,957

99,331

10,536 

96,410 

90,444 

Credit derivatives

17

280

359

16 

346 

208 

Equity and commodity contracts

3

48

1

48 

15 

150,029

146,879

133,349 

128,897 

 

RBS applies hedge accounting to manage the following risks; interest rate, foreign exchange and net investment in foreign operations.

 

RBS’s interest rate hedging relate to the management of RBS’s non-trading structural interest rate risk, caused by the mismatch between fixed interest rates and floating interest rates. RBS manages this risk within approved limits. Residual risk positions are hedged with derivatives principally interest rate swaps. Suitable larger financial instruments are fair value hedged; the remaining exposure, where possible, is hedged by derivatives documented as cash flow hedges.

 

Cash flow hedges of interest rate risk relate to exposures to the variability in future interest payments and receipts due to the movement of benchmark interest rates on forecast transactions and on recognised financial assets and financial liabilities. This variability in cash flows is hedged by interest rate swaps, fixing the hedged cash flows. For these cash flow hedge relationships, the hedged items are actual and forecast variable interest rate cash flows arising from financial assets and financial liabilities with interest rates linked to the relevant benchmark rate LIBOR, EURIBOR, SONIA, the Bank of England Official Bank Rate or the European Central Bank Refinance Rate. The variability in cash flows due to movements in the relevant benchmark rate is hedged; this risk component is identified using the risk management systems of RBS. This risk component comprises the majority of cash flow variability risk.

 

Fair value hedges of interest rate risk involve interest rate swaps transforming the fixed interest rate risk in recognised financial assets and financial liabilities to floating. The hedged risk is the risk of changes in the hedged item’s fair value attributable to changes in the benchmark interest rate embedded in the hedged item. The significant embedded benchmarks are LIBOR, EURIBOR and SONIA. This risk component is identified using the risk management systems of RBS. This risk component comprises the majority of the hedged items fair value risk.

 

RBS hedges the exchange rate risk of its net investment in foreign currency denominated operations with currency borrowings and forward foreign exchange contracts. RBS reviews the value of the investments’ net assets, executing hedges where appropriate to reduce the sensitivity of capital ratios to foreign exchange rate movement. Hedge accounting relationships will be designated where required.

 

Exchange rate risk also arises in RBS where payments are denominated in different currencies than the functional currency. Residual risk positions are hedged with forward foreign exchange contracts. Exposure to the variability in future payments due to the movement of foreign exchange rates is hedged, fixing the exchange rate the payments will be settled in. The derivatives are documented as cash flow hedges.

 

For all cash flow hedging and fair value hedge relationships RBS determines that there is an adequate level of offsetting between the hedged item and hedging instrument by assessing the initial and ongoing effectiveness by comparing movements in the fair value of the expected highly probable forecast interest cash flows/ fair value of the hedged item attributable to the hedged risk with movements in the fair value of the expected changes in cash flows from the hedging interest rate swap. Hedge effectiveness is measured on a cumulative basis over a time period management determines to be appropriate. RBS uses either the actual ratio between the hedged item and hedging instrument(s) or one that minimises hedge ineffectiveness to establish the hedge ratio for hedge accounting.

 

A number of the current cash flow and fair value hedges of interest rate risk will be directly affected by interest rate benchmark reform; RBS Group currently considers all of these relationships that mature post 31 December 2021 to be directly affected. As at 31 December 2019 the exact transition date of affected hedge accounting relationships is not known. The disclosures are prepared on these assumptions where the amendments made to IAS39 paragraphs 102D-102N and 108G are applied. The disclosures made for the notional of hedging instruments and risk exposures affected by interest rate benchmark reform contain information for both the hedging instrument and hedged risks even if only one of these will be directly impacted by the reform.

 

RBS is managing the process to transition to alternative benchmark rates in the following ways:

 

·          reviewed or is in the process of reviewing the fall-back language for IBOR linked instruments

 

·          continues to liaise with regulators, standard setters, industry groups and customers on other relevant matters as the transition to risk free rates progresses

 

·          is in the process of adjusting its products, processes and information systems to deal with the expected effects of the discontinuation of IBOR most notably the transition and calculation rules.

 

Further details on the transition from IBOR based rates to risk free rates are in the Capital and risk management section on page 185.

 

RBS – Annual Report on Form 20-F 2019

224

 

 


 

Notes on the consolidated accounts

 

 

 

 

10 Derivatives continued

 

Included in the table above are derivatives held for hedging purposes as follows:

 

2019

2018 

Changes in fair

Changes in fair

value used for

value used for

hedge

hedge

Notional

Assets 

Liabilities 

 ineffectiveness (1)

Notional

Assets 

Liabilities 

ineffectiveness (1)

£bn

£m 

£m 

£m

£bn

£m 

£m 

£m 

Fair value hedging

Interest rate contracts

65.1

1,186

2,641

(585)

60.0

965

2,061

(7)

Cash flow hedging

Interest rate contracts

148.4

1,450

833

366

149.7

1,148

872

(770)

Exchange rate contracts

12.3

66

8

(59)

12.5

106

— 

Net investment hedging

Exchange rate contracts

0.4

4

8

2.0

32

10

226.2

2,702

3,486

(270)

224.2

2,251

2,943

(777)

IFRS netting

(2,500)

(3,464)

(1,893)

(2,922)

202

22

358

21

 

Note:

 

(1)             The change in fair value used for hedge ineffectiveness includes instruments that were decrecognised in the year.

 

The notional of hedging instruments affected by interest rate benchmark reform is as follows:

 

2019

£bn

Fair value hedging

  - LIBOR

40.2

  - EURIBOR

11.1

Cash flow hedging

  - LIBOR

44.2

  - EURIBOR

3.4

  - SONIA

0.0

 

The following table shows the period in which the hedging contract ends:

 

0-3 months

3-12 months

1-3 years

3-5 years

5-10 years

10-20 years

20+ years

Total

2019

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

Fair value hedging

Hedging assets -  Interest rate risk

0.6

1.6

8.1

5.5

12.5

4.4

4.3

37.0

Hedging liabilities - Interest rate risk

0.5

6.3

12.7

6.6

2.0

28.1

Cash flow hedging

Hedging assets

  Interest rate risk

4.8

11.4

31.7

10.7

12.2

70.8

  Average fixed interest rate (%)

1.10

0.97

1.20

1.78

1.44

3.12

1.11

Hedging liabilities

  Interest rate risk

1.9

22.0

45.2

5.3

2.4

0.8

77.6

  Average fixed interest rate (%)

0.83

1.01

0.87

1.32

1.12

4.31

0.98

  Exchange rate risk

1.9

6.2

3.1

1.1

12.3

  Average USD - £ rate

1.56

1.30

1.30

1.44

1.35

  Average INR - £ rate

88.64

94.01

93.11

Net investment hedging

Exchange rate risk

0.1

0.3

0.4

Principal currency hedges

 Average SEK - £ rate

12.27

12.10

12.21

 Average DKK - £ rate

8.78

8.78

 Average NOK - £ rate

12.36

12.36

2018

Fair value hedging

Hedging assets -  Interest rate risk

1.0

1.8

11.0

4.9

7.8

3.7

3.8

34.0

Hedging liabilities - Interest rate risk

2.0

7.5

10.0

4.6

1.9

26.0

Cash flow hedging

Hedging assets

  Interest rate risk

3.9

10.9

47.8

8.7

10.5

81.8

  Average fixed interest rate (%)

1.87

1.44

1.13

2.00

1.43

1.33

Hedging liabilities

  Interest rate risk

8.6

18.9

34.1

5.1

0.4

0.8

67.9

  Average fixed interest rate (%)

0.54

0.56

1.07

1.34

3.96

4.31

0.94

  Exchange rate risk

5.8

4.7

2.0

12.5

  Average USD - £ rate

1.32

1.37

1.50

1.37

Net investment hedging

Exchange rate risk

1.2

0.6

0.2

2.0

 

RBS – Annual Report on Form 20-F 2019

225

 

 


 

Notes on the consolidated accounts

 

 

 

 

10 Derivatives continued

 

The table below analyses assets and liabilities subject to hedging derivatives.

 

Impact on

Changes in fair value

Impact on hedged

Carrying value

hedged items

used as a basis to

items ceased to be

of hedged

included in

determine

adjusted for hedging

assets and liabilities

carrying value

ineffectiveness (1)

gains or losses

2019

£m

£m

£m

£m

Fair value hedging - interest rate

Loans to banks and customers - amortised cost

6,716

1,023

165

86

Other financial assets - securities

35,796

1,274

1,474

Total

42,512

2,297

1,639

86

Other financial liabilities - debt securities in issue

26,811

830

(807)

30

Subordinated liabilities

5,398

(275)

(222)

24

Total

32,209

555

(1,029)

54

Cash flow hedging - interest rate

Loans to banks and customers - amortised cost

69,254

(566)

Other financial assets - securities

2,275

(16)

Total

71,529

(582)

Cash flow hedging - interest rate (2)

Bank and customer deposits

75,837

225

Other financial liabilities - debt securities in issue

1,009

14

Cash flow hedging - exchange rate

Other financial liabilities - debt securities in issue

12,264

59

Subordinated liabilities

Total

89,110

298

2018

Fair value hedging - interest rate

Loans to banks and customers - amortised cost

6,197

875

(62)

91

Other financial assets - securities

31,879

362

108

10

Total

38,076

1,237

46

101

Other financial liabilities - debt securities in issue

23,289

(19)

(7)

Subordinated liabilities

2,359

22

15

Total

25,648

3

8

Fair value hedging - exchange rate

Other financial assets - securities

3

Cash flow hedging - interest rate

Loans to banks and customers - amortised cost

81,880

686

Bank and customer deposits

67,854

(28)

Cash flow hedging - exchange rate

Other financial liabilities - debt securities in issue

5,590

Subordinated liabilities

6,902

Total

162,226

658

 

Notes:

 

(1)        The change in fair value used for hedge ineffectiveness instruments derecognised in the year.

 

(2)        Comparative period balances are nil.

 

The following risk exposures will be affected by interest rate benchmark reform (notional, hedged adjustment):

 

Hedged

Notional

adjustment

£bn

£m

Fair value hedging

  - LIBOR

42.0

908

  - EURIBOR

12.7

93

Cash flow hedging

  - LIBOR

9.6

(115)

  - EURIBOR

3.3

(46)

  - BOE Base rate

34.7

(172)

  - ECB REFI rate

0.1

0

  - SONIA

0.1

0

 

RBS – Annual Report on Form 20-F 2019

226

 

 


 

Notes on the consolidated accounts

 

 

 

 

10 Derivatives continued

 

Hedge ineffectiveness recognised in other operating income comprises:

 

2019

2018

2017 

£m 

£m 

£m 

Fair value hedging

Gains/(losses) on the hedged items attributable to the hedged risk

610

54 

(48)

(Losses)/gains on the hedging instruments

(585)

(7)

78 

Fair value hedging ineffectiveness

25

47 

30 

Cash flow hedging

   - Interest rate risk

23

(112)

Cash flow hedging ineffectiveness

23

(112)

Total

48

(65)

39 

 

The main sources of ineffectiveness for interest rate risk hedge accounting relationships are:

 

·           The effect of the counterparty credit risk on the fair value of the interest rate swap which is not reflected in the fair value of the hedged item attributable to the change in interest rate (fair value hedge).

 

·           Differences in the repricing basis between the hedging instrument and hedged cash flows (cash flow hedge); and

 

·           Upfront present values on the hedging derivatives where hedge accounting relationships have been designated after the trade date (cash flow hedge and fair value hedge).

 

Additional information on cash flow hedging and hedging of net assets can be found in the Statement of Changes in Equity.

 

RBS – Annual Report on Form 20-F 2019

227

 

 


 

Notes on the consolidated accounts

 

 

 

 

11 Financial instruments – classification

 

The following tables analyse financial assets and liabilities in accordance with the categories of financial instruments on an IFRS 9 basis. Assets and liabilities outside the scope of IFRS 9 are shown within other assets and other liabilities.

 

Assets

Amortised

Other

MFVTPL (1)

FVOCI (2)

cost

assets

Total

£m

£m

£m

£m

£m

Cash and balances at central banks

77,858

77,858

Trading assets

76,745

76,745

Derivatives (3)

150,029

150,029

Settlement balances

4,387

4,387

Loans to banks - amortised cost (4)

10,689

10,689

Loans to customers - amortised cost

326,947

326,947

Other financial assets

715

49,283

11,454

61,452

Intangible assets

6,622

6,622

Other assets

8,310

8,310

31 December 2019

227,489

49,283

431,335

14,932

723,039

Cash and balances at central banks

88,897

88,897

Trading assets

75,119

75,119

Derivatives (3)

133,349

133,349

Settlement balances

2,928

2,928

Loans to banks - amortised cost (4)

12,947

12,947

Loans to customers - amortised cost

305,089

305,089

Other financial assets

1,638

46,077

11,770

59,485

Intangible assets

6,616

6,616

Other assets

9,805

9,805

31 December 2018

210,106

46,077

421,631

16,421

694,235

 

Held-for-

Amortised

Other

Total

Liabilities

trading

DFV (5)

 cost

liabilities

£m

£m

£m

£m

£m

Bank deposits (6)

20,493

20,493

Customer deposits

369,247

369,247

Settlement balances

4,069

4,069

Trading liabilities

73,949

73,949

Derivatives (7)

146,879

146,879

Other financial liabilities (8)

2,258

42,962

45,220

Subordinated liabilities

724

9,255

9,979

Other liabilities (9)

2,206

7,441

9,647

31 December 2019

220,828

2,982

448,232

7,441

679,483

Bank deposits (6) 

23,297

23,297

Customer deposits

360,914

360,914

Settlement balances

3,066

3,066

Trading liabilities

72,350

72,350

Derivatives (7)

128,897

128,897

Other financial liabilities (8)

2,840

36,892

39,732

Subordinated liabilities

867

9,668

10,535

Other liabilities

2,218

6,736

8,954

31 December 2018

201,247

3,707

436,055

6,736

647,745

 

Notes:

 

(1)        Mandatory fair value through profit or loss.

 

(2)        Fair value through other comprehensive income

 

(3)        Includes net hedging derivatives of £202 million (2018 - 358 million).

 

(4)        Includes items in the course of collection from other banks of £50 million (2018 - £484 million).

 

(5)        Designated as at fair value through profit or loss.

 

(6)        Includes items in the course of transmission to other banks of £2 million (2018 - £125 million).

 

(7)        Includes net hedging derivatives of £22 million (2018 - £22 million).

 

(8)        The carrying amount of other customer accounts designated as at fair value through profit or loss is nil (2018 - £26 million) higher than the principal amount.

 

(9)        Includes lease liabilities.

 

RBS – Annual Report on Form 20-F 2019

228

 

 


 

Notes on the consolidated accounts

 

 

 

 

11 Financial instruments - classification continued

 

RBS Group’s financial assets and liabilities include:

2019

2018 

£m 

£m

Reverse repos

Trading assets

24,095

24,759 

Loans to banks - amortised cost

165

3,539 

Loans to customers - amortised cost

10,649

Repos

Bank deposits

2,597

941 

Customer deposits

1,765

3,774 

Trading liabilities

27,885

25,645 

 

The tables below present information on financial assets and financial liabilities that are offset on the balance sheet under IFRS or subject to enforceable master netting agreements together with financial collateral received or given.

 

Instruments which can be offset

Potential for offset not recognised by IFRS

Effect of

Net amount after

Instruments

2019

 master netting

Other

 the effect of netting

outside

IFRS

Balance

and similar

Cash

 financial

 agreements and

netting

Balance

Gross

offset

 sheet

agreements

collateral

collateral

related collateral

agreements

sheet total

£m

£m

£m

£m

£m

£m

£m

£m

£m

Derivative assets

158,850

(10,913)

147,937

(122,697)

(18,685)

(4,292)

2,263

2,092

150,029

Derivative liabilities

154,396

(11,724)

142,672

(122,697)

(17,296)

(1,276)

1,403

4,207

146,879

Net position (1)

4,454

811

5,265

(1,389)

(3,016)

860

(2,115)

3,150

Trading reverse repos

52,007

(28,720)

23,287

(562)

(22,262)

463

808

24,095

Trading repos

54,131

(28,720)

25,411

(562)

(24,808)

41

2,474

27,885

Net position

(2,124)

(2,124)

2,546

422

(1,666)

(3,790)

2018

Derivative assets

136,329 

(5,041)

131,288 

(106,762)

(17,937)

(4,469)

2,120 

2,061 

133,349 

Derivative liabilities

133,965 

(6,776)

127,189 

(106,762)

(15,227)

(3,466)

1,734 

1,708 

128,897 

Net position (1)

2,364 

1,735 

4,099 

— 

(2,710)

(1,003)

386 

353 

4,452 

Trading reverse repos

53,148 

(31,376)

21,772 

(762)

— 

(21,000)

10 

2,987 

24,759 

Trading repos

55,864 

(31,376)

24,488 

(762)

— 

(23,726)

— 

1,157 

25,645 

Net position

(2,716)

— 

(2,716)

— 

— 

2,726 

10 

1,830 

(886)

 

Note:

 

(1)        The net IFRS offset balance of £811 million (2018 - £1,735 million) relates to variation margin netting reflected on other balance sheet lines.

 

RBS – Annual Report on Form 20-F 2019

229

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments - valuation

 

Critical accounting policy: Fair value - financial instruments

 

In accordance with Accounting policies 12 and 20, financial instruments classified as mandatory fair value through profit or loss, held-for-trading or designated as at fair value through profit or loss and financial assets classified as fair value through other comprehensive income are recognised in the financial statements at fair value. All derivatives are measured at fair value.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. It also uses the assumptions that market participants would use when pricing the asset or liability. In determining fair value, RBS Group maximises the use of relevant observable inputs and minimises the use of unobservable inputs.

 

Modelled approaches may be used to measure instruments classed as level 2 or 3. Estimation expertise is required in the selection, implementation and calibration of appropriate models. The resulting modelled valuations are considered for accuracy and reliability. Portfolio level adjustments consistent with IFRS 13 are raised to incorporate counterparty credit risk, funding and margining risks. Expert judgement is used in the initial measurement of modelled products by control teams.

 

Where RBS Group manages a group of financial assets and financial liabilities on the basis of its net exposure to either market risks or credit risk, it measures the fair value of a group of financial assets and financial liabilities on the basis of the price that it would receive to sell a net long position (i.e. an asset) for a particular risk exposure or to transfer a net short position (i.e. a liability) for a particular risk exposure in an orderly transaction at the measurement date under current market conditions.

 

Credit valuation adjustments are made when valuing derivative financial assets to incorporate counterparty credit risk. Adjustments are also made when valuing financial liabilities measured at fair value to reflect the RBS Group’s own credit standing.

 

Where the market for a financial instrument is not active, fair value is established using a valuation technique. These valuation techniques involve a degree of estimation, the extent of which depends on the instrument’s complexity and the availability of market-based data. Further details about the valuation methodologies and the sensitivity to reasonably possible alternative assumptions of the fair value of financial instruments valued using techniques where at least one significant input is unobservable are given below.

 

2019

2018 

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

£m

£m

£m

£m

£m

£m

Assets

Trading assets

  

  

  

  Loans

46,172

449

— 

44,983 

120 

  Securities

20,865

8,704

555

22,003 

7,312 

701 

Derivatives

148,800

1,229

— 

131,513 

1,836 

Other financial assets

  Loans

307

58

— 

768 

136 

  Securities

41,044

8,326

263

40,132 

6,172 

507 

Total financial assets held at fair value

61,909

212,309

2,554

62,135 

190,748 

3,300 

Liabilities

Trading liabilities

  

  

  

  Deposits

50,944

56

— 

47,243 

377 

  Debt securities in issue

1,703

59

— 

791 

112 

  Short positions

15,565

5,622

18,941 

4,886 

— 

Derivatives

145,818

1,061

— 

127,709 

1,188 

Other financial liabilities

  Debt securities in issue

2,117

141

— 

2,348 

280 

  Other deposits

— 

212 

— 

Subordinated liabilities

724

— 

867 

— 

Total financial liabilities held at fair value

15,565

206,928

1,317

18,941 

184,056 

1,957 

 

Notes:

 

(1)        Transfers between levels are deemed to have occurred at the beginning of the quarter in which the instrument was transferred. There were no significant transfers between level 1 and level 2.

 

(2)        For an analysis of debt securities held at mandatorily fair value through profit or loss by issuer as well as ratings and derivatives, by type and contract, refer to Capital and Risk management — Credit risk.

 

(3)        The determination of an instrument’s level cannot be made at a global product level as a single product type can be in more than one level. For example, a single name corporate credit default swap could be in level 2 or level 3 depending on whether the reference counterparty’s obligations are liquid or illiquid.

 

RBS – Annual Report on Form 20-F 2019

230

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments - valuation continued

 

Fair value hierarchy

 

Financial Instruments carried at fair value have been classified under the IFRS fair value hierarchy as follows.

 

Level 1 – instruments valued using unadjusted quoted prices in active and liquid markets, for identical financial instruments. Examples include government bonds, listed equity shares and certain exchange-traded derivatives.

 

Level 2 - instruments valued using valuation techniques that have observable inputs. Examples  include most government agency securities, investment-grade corporate bonds, certain mortgage products, including CLOs, most bank loans, repos and reverse repos, less liquid listed equities, state and municipal obligations, most notes issued, certain money market securities, loan commitments and most OTC derivatives.

 

Level 3 - instruments valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Examples include cash instruments which trade infrequently, certain syndicated and commercial mortgage loans, certain emerging markets and derivatives with unobservable model inputs.

 

Valuation techniques

 

RBS derives fair value of its instruments differently depending on whether the instrument is a non-modelled or a modelled product.

 

Non-modelled products are valued directly from a price input typically on a position by position basis and include cash, equities and most debt securities.

 

Modelled products valued using a pricing model range in complexity from comparatively vanilla products such as interest rate swaps and options (e.g. interest rate caps and floors) through to more complex derivatives. The valuation of modelled products requires an appropriate model and inputs into this model. Sometimes models are also used to derive inputs (e.g. to construct volatility surfaces). RBS uses a number of modelling methodologies.

 

Inputs to valuation models

 

Values between and beyond available data points are obtained by interpolation and extrapolation. When utilising valuation techniques, the fair value can be significantly affected by the choice of valuation model and by underlying assumptions concerning factors such as the amounts and timing of cash flows, discount rates and credit risk. The principal inputs to these valuation techniques are as follows:

 

Bond prices - quoted prices are generally available for government bonds, certain corporate securities and some mortgage-related products.

 

Credit spreads - where available, these are derived from prices of credit default swaps or other credit based instruments, such as debt securities. For others, credit spreads are obtained from third-party benchmarking services. For counterparty credit spreads, adjustments are made to market prices (or parameters) when the creditworthiness of the counterparty differs from that of the assumed counterparty in the market price (or parameters).

 

Interest rates - these are principally benchmark interest rates such as the London Interbank Offered Rate (LIBOR), Overnight Index Swaps (OIS) rate and other quoted interest rates in the swap, bond and futures markets.

 

Foreign currency exchange rates - there are observable prices both for spot and forward contracts and futures in the world’s major currencies.

 

Equity and equity index prices - quoted prices are generally readily available for equity shares listed on the world’s major stock exchanges and for major indices on such shares.

 

Commodity prices - many commodities are actively traded in spot and forward contracts and futures on exchanges in London, New York and other commercial centres.

 

Price volatilities and correlations - volatility is a measure of the tendency of a price to change with time.

 

Correlation measures the degree which two or more prices or other variables are observed to move together.

 

Prepayment rates - the fair value of a financial instrument that can be prepaid by the issuer or borrower differs from that of an instrument that cannot be prepaid. In valuing prepayable instruments that are not quoted in active markets, RBS considers the value of the prepayment option.

 

Recovery rates/loss given default - these are used as an input to valuation models and reserves for asset-backed securities and other credit products as an indicator of severity of losses on default. Recovery rates are primarily sourced from market data providers or inferred from observable credit spreads.

 

Valuation control

 

RBS’s control environment for the determination of the fair value of financial instruments includes formalised protocols for the review and validation of fair values independent of the businesses entering into the transactions.

 

Independent price verification (IPV) is a key element of the control environment. Valuations are first performed by the business which entered into the transaction. Such valuations may be directly from available prices, or may be derived using a model and variable model inputs. These valuations are reviewed, and if necessary amended, by a team independent of those trading the financial instruments, in the light of available pricing evidence.

 

Where measurement differences are identified through the IPV process these are grouped by fair value level and quality of data. If the size of the difference exceeds defined thresholds adjustment to independent levels are made.

 

IPV takes place at least each monthly, for all fair value positions. The IPV control includes formalised reporting and escalation of any valuation differences in breach of established thresholds.

 

The Modelled Product Review Committee sets the policy for model documentation, testing and review, and prioritises models with significant exposure being reviewed by the RBS Model Risk team. Valuation Committees are made up of valuation specialists and senior business representatives from various functions and oversees pricing, reserving and valuations issues. These committees meet monthly to review and ratify any methodology changes. The Executive Valuation Committee meets quarterly to address key material and subjective valuation issues, to review items escalated by Valuation Committees and to discuss other relevant matters of including prudential valuation.

 

Initial classification of a financial instrument is carried out by the Product Control team following the principles in IFRS 13. They base their judgment on information gathered during the IPV process for instruments which include the sourcing of independent prices and model inputs. The quality and completeness of the information gathered in the IPV process gives an indication as to the liquidity and valuation uncertainty of an instrument. These initial classifications are subject to senior management review. Particular attention is paid to instruments crossing from one level to another, new instrument classes or products, instruments that are generating significant profit and loss and instruments where valuation uncertainty is high.

 

RBS uses consensus prices for the IPV of some instruments. The consensus service encompasses the equity, interest rate, currency, commodity, credit, property, fund and bond markets, providing comprehensive matrices of vanilla prices and a wide selection of exotic products.

 

RBS – Annual Report on Form 20-F 2019

231

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments - valuation continued

 

RBS contributes to consensus pricing services where there is a significant interest either from a positional point of view or to test models for future business use. Data sourced from consensus pricing services are used for a combination of control processes including direct price testing, evidence of observability and model testing. In practice this means that RBS submits prices for all material positions for which a service is available. Data from consensus services are subject to the same level of quality review as other inputs used for IPV process.

 

In order to determine a reliable fair value, where appropriate, management applies valuation adjustments to the pricing information gathered from the above sources. The sources of independent data are reviewed for quality and are applied in the IPV processes using a formalised input quality hierarchy. These adjustments reflect RBS’s assessment of factors that market participants would consider in setting a price.

 

Where unobservable inputs are used, RBS may determine a range of possible valuations derived from differing stress scenarios to determine the sensitivity associated with the valuation. When establishing the fair value of a financial instrument using a valuation technique, RBS considers adjustments to the modelled price which market participants would make when pricing that instrument. Such adjustments include the credit quality of the counterparty and adjustments to compensate for model limitations.

 

When valuing financial instruments in the trading book, adjustments are made to mid-market valuations to cover bid-offer spread, funding and credit risk. These adjustments are presented in the table below:

 

 

Adjustment

2019

£m

2018

£m

Funding FVA

244

250

Credit CVA

386

419

Bid Offer

165

238

Product and deal specific

238

327

 

1,033

1,234

 

The reduction in valuation reserves was primarily driven by a combination of market moves, trade close-out activity and risk reduction together with a reallocation of product and deal specific reserves that are now included within modelled trade valuations.

 

Funding valuation adjustment (FVA)

 

FVA represents an estimate of the adjustment that a market participant would make to incorporate funding costs and benefits that arise in relation to derivative exposures. FVA is calculated as a portfolio level adjustment and can result in either a funding charge or funding benefit.

 

Funding levels are applied to estimated potential future exposures. For uncollateralised derivatives, the modelling of the exposure is consistent with the approach used in the calculation of CVA, and the counterparty contingent nature of the exposure is reflected in the calculation. For collateralised derivatives, the exposure reflects initial margin posting requirements.

 

Credit valuation adjustments (CVA)

 

CVA represents an estimate of the adjustment to fair value that a market participant would make to incorporate the counterparty credit risk inherent in derivative exposures. CVA is actively managed by a credit and market risk hedging process, and therefore movements in CVA are partially offset by trading revenue on the hedges.

 

The CVA is calculated on a portfolio basis reflecting an estimate of the amount a third party would charge to assume the credit risk.

 

Collateral held under a credit support agreement is factored into the CVA calculation. In such cases where RBS holds collateral against counterparty exposures, CVA is held to the extent that residual risk remains.

 

Bid-offer

 

Fair value positions are adjusted to bid (long positions) or offer (short positions) levels, by marking individual cash positions directly to bid or offer or by taking bid-offer reserves calculated on a portfolio basis for derivatives exposures. The bid-offer approach is based on current market spreads and standard market bucketing of risk.

 

Bid-offer spreads vary by maturity and risk type to reflect different spreads in the market. For positions where there is no observable quote, the bid-offer spreads are widened in comparison to proxies to reflect reduced liquidity or observability. Bid-offer methodologies may also incorporate liquidity triggers whereby wider spreads are applied to risks above pre-defined thresholds.

 

As permitted by IFRS 13, netting is applied on a portfolio basis to reflect the value at which RBS believes it could exit the portfolio, rather than the sum of exit costs for each of the portfolio’s individual trades. This is applied where the asset and liability positions are managed as a portfolio for risk and reporting purposes.

 

The discount rates applied to derivative cash flows in determining fair value reflect any underlying collateral agreements. Collateralised derivatives are generally discounted at the relevant OIS-related rates at an individual trade level. Reserves are held to the extent that the discount rates applied do not reflect all of the terms of the collateral agreements.

 

Product and deal specific

 

On initial recognition of financial assets and liabilities valued using valuation techniques incorporating information other than observable market data, any difference between the transaction price and that derived from the valuation technique is deferred. Such amounts are recognised in profit or loss over the life of the transaction; when market data becomes observable; or when the transaction matures or is closed out as appropriate. At 31 December 2019, net gains of £88 million (2018 - £59 million) were carried forward. During the year, net gains of £183 million (2018 - £151 million) were deferred and £154 million (2018 - £148 million) were recognised in the income statement.

 

Where system generated valuations do not accurately recover market prices, manuals valuation adjustments are applied either at a position or portfolio level. Manual adjustments are subject to the scrutiny of independent control teams and are subject to monthly review by senior management.

 

RBS – Annual Report on Form 20-F 2019

232

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments – valuation: Level 3 ranges of unobservable inputs

 

 

 

 

 

2019

2018

Financial instrument

Valuation Technique

Unobservable inputs

Units

Low

High

Low

High

 

 

 

 

 

 

 

 

Trading assets and Other financial assets

 

 

 

 

 

 

Loans

Price-based

Price

%

101

132

 

Credit Spreads

Credit spread

bps

         53

101

           —

 

Debt securities

 

Price-based

 

Price

 

%

 

 

246

 

 

154

 

Equity Shares

Price-based

Price

GBP

25,914

24,181

 

 

Price

%

80

 

Valuation

Discount factor

%

6

9

8

11

 

 

Fund NAV

%

80

120

80

120

 

 

 

 

 

 

 

 

Trading liabilities and Other financial liabilities

 

 

 

 

 

 

Deposits

DCF based on recoveries

Correlation

%

       (45)

99

 

 

Interest rate

%

  (0.36)

1.74

 

Price-based

Price

%

98

 

Yield analysis

Day count

Number

65

95

 

 

 

 

 

 

 

 

Debt securities in issue

Price-based

Price

CCY

44 JPY

146 EUR

21 JPY

136 EUR

 

Valuation

Fund NAV

GBP

622

 

 

 

 

 

 

 

 

Derivative assets and liabilities

 

 

 

 

 

 

Credit derivatives

DCF based on recoveries

Credit spreads

bps

6

500

18

500

 

Option pricing

Correlation

%

(50)

80

(50)

80

 

 

Volatility

%

27

80

47

80

 

 

Upfront points

%

99

100

 

 

Recovery rate

%

10

40

10

40

 

Price-based

Price

%

90

110

 

 

 

 

 

 

 

 

Interest rate & FX

Option pricing

Correlation

%

(50)

99

(45)

99

derivatives

 

Volatility

%

19

70

1

76

 

 

Constant Prepayment Rate

%

2

15

 

 

Mean Reversion

%

92

 

 

 

 

 

 

 

 

Equity derivatives

Option pricing

Correlation

%

(53)

87

(57)

92

 

 

Forward

Points

864

7,106

 

 

Volatility

%

11

23

 

Notes:

 

(1)        The table above presents the range of values for significant inputs used in the valuation of level 3 assets and liabilities. The range represents the highest and lowest values of the input parameters and therefore is not a measure of parameter uncertainty. Movements in the underlying input may have a favourable or unfavourable impact on the valuation depending on the particular terms of the contract and the exposure. For example, an increase in the credit spread of a bond would be favourable for the issuer but unfavourable for the note holder. Whilst RBS indicates where it considers that there are significant relationships between the inputs, their inter-relationships will be affected by macro economic factors including interest rates, foreign exchange rates or equity index levels.

 

(2)        Credit spreads and discount margins: credit spreads and margins express the return required over a benchmark rate or index to compensate for the credit risk associated with a cash instrument. A higher credit spread would indicate that the underlying instrument has more credit risk associated with it. Consequently, investors require a higher yield to compensate for the higher risk.

 

(3)        Price and yield: There may be a range of prices used to value an instrument that may be a direct comparison of one instrument or portfolio with another or, movements in a more liquid instrument may be used to indicate the movement in the value of a less liquid instrument. The comparison may also be indirect in that adjustments are made to the price to reflect differences between the pricing source and the instrument being valued.

 

(4)        Recovery rate: reflects market expectations about the return of principal for a debt instrument or other obligations after a credit event or on liquidation. Recovery rates tend to move conversely to credit spreads.

 

(5)        Valuation: for private equity investments, values may be estimated by looking at past prices of similar stocks and from valuation statements where valuations are usually derived from earnings measures such as EBITDA or net asset value (NAV). Similarly for equity or bond fund investments, prices may be estimated from valuation or credit statements using NAV or similar measures.

 

(6)        Correlation: measures the degree by which two prices or other variables are observed to move together. If they move in the same direction there is positive correlation; if they move in opposite directions there is negative correlation. Correlations typically include relationships between: default probabilities of assets in a basket (a group of separate assets), exchange rates, interest rates and other financial variables.

 

(7)        Volatility: a measure of the tendency of a price to change with time.

 

(8)        Interest rate delta: these ranges represent the low/high marks on the relevant discounting curve.

 

(9)        Upfront points: where CDS contracts are standardised, the inherent spread of the trade may exceed the standard premium paid or received under the contract. Upfront points will compensate for the difference between the standard premium and the actual premium at the start of the contract.

 

(10)   Mean reversion: a measure of how much a rate reverts to its mean level.

 

(11)   Constant prepayment rate: the rate is used to reflect how fast a pool of assets pay down.

 

(12)   Day count: yield analysis on deposits are calculated using day count as an input, referring to the maturity of the deposit.

 

(13)   RBS does not have any material liabilities measured at fair value that are issued with an inseparable third party credit enhancement.

 

RBS – Annual Report on Form 20-F 2019

233

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments – valuation: areas of judgment

 

Whilst the business has simplified, the diverse range of products historically traded by RBS results in a wide range of instruments that are classified into level 3 of the hierarchy. Whilst the majority of these instruments naturally fall into a particular level, for some products an element of judgment is required. The majority of RBS financial instruments carried at fair value are classified as level 2. IFRS requires extra disclosures in respect of level 3 instruments.

 

Active and inactive markets

 

A key input in the decision making process for the allocation of assets to a particular level is market activity. In general, the degree of valuation uncertainty depends on the degree of liquidity of an input.

 

Where markets are liquid, little judgment is required. However, when the information regarding the liquidity in a particular market is not clear, a judgment may need to be made. This can be more difficult as assessing the liquidity of a market is not always straightforward. For an equity traded on an exchange, daily volumes of trading can be seen, but for an over-the-counter (OTC) derivative assessing the liquidity of the market with no central exchange is more difficult.

 

A key related matter is where a market moves from liquid to illiquid or vice versa. Where this change is considered to be temporary, the classification is not changed. For example, if there is little market trading in a product on a reporting date but at the previous reporting date and during the intervening period the market has been considered to be liquid, the instrument will continue to be classified in the same level in the hierarchy. This is to provide consistency so that transfers between levels are driven by genuine changes in market liquidity and do not reflect short term or seasonal effects. Material movements between levels are reviewed quarterly.

 

The breadth and depth of the IPV data allows for a rules based quality assessment to be made of market activity, liquidity and pricing uncertainty, which assists with the process of allocation to an appropriate level. Where suitable independent pricing information is not readily available, the quality assessment will result in the instrument being assessed as level 3.

 

Modelled products

 

For modelled products the market convention is to quote these trades through the model inputs or parameters as opposed to a cash price equivalent. A mark-to-market is derived from the use of the independent market inputs calculated using RBS’s model.

 

The decision to classify a modelled instrument as level 2 or 3 will be dependent upon the product/model combination, the observability and quality of input parameters and other factors. All these must be assessed to classify the asset. If an input fails the observability or quality tests then the instrument is considered to be in level 3 unless the input can be shown to have an insignificant effect on the overall valuation of the product.

 

The majority of derivative instruments for example vanilla interest rate swaps, foreign exchange swaps and liquid single name credit derivatives are classified as level 2 as they are vanilla products valued using observable inputs. The valuation uncertainty on these is considered to be low and both input and output testing may be available.

 

Non-modelled products

 

Non-modelled products are generally quoted on a price basis and can therefore be considered for each of the three levels. This is determined by the market activity, liquidity and valuation uncertainty of the instruments which is in turn measured from the availability of independent data used by the IPV process to allocate positions to IPV quality levels.

 

The availability and quality of independent pricing information are considered during the classification process. An assessment is made regarding the quality of the independent information. For example, where consensus prices are used for non-modelled products, a key assessment of the quality of a price is the depth of the number of prices used to provide the consensus price. If the depth of contributors falls below a set hurdle rate, the instrument is considered to be level 3. This hurdle rate is that used in the IPV process to determine the IPV quality rating. However, where an instrument is generally considered to be illiquid, but regular quotes from market participants exist, these instruments may be classified as level 2 depending on frequency of quotes, other available pricing and whether the quotes are used as part of the IPV process or not.

 

For some instruments with a wide number of available price sources, there may be differing quality of available information and there may be a wide range of prices from different sources. In these situations the highest quality source is used to determine the classification of the asset. For example, a tradable quote would be considered a better source than a consensus price.

 

2019

2018 

Level 3

Favourable

Unfavourable

Level 3

Favourable

Unfavourable

£m

£m

£m

£m

£m

£m

Assets

Trading assets

  Loans

449

10

(10)

120 

10 

(10)

  Securities

555

701 

20 

(10)

Derivatives

  Interest rate

1,015

160

(160)

1,487 

120 

(120)

  Foreign exchange

98

10

(10)

130 

10 

(10)

  Other

116

10

(10)

219 

10 

(20)

Other financial assets

  Loans

58

136 

10 

(20)

  Securities

263

80

(20)

507 

50 

(30)

2,554

270

(210)

3,300 

230 

(220)

Liabilities

Trading liabilities

  Deposits

56

377 

40 

(40)

  Debt securities in issue

59

112 

10 

(10)

Derivatives

  Interest rate

630

70

(70)

808 

70 

(70)

  Foreign exchange

222

10

(10)

279 

10 

(10)

  Other

209

20

(10)

101 

— 

(10)

Other financial liabilities - debt securities in issue

141

10

(10)

280 

10 

(10)

1,317

110

(100)

1,957 

140 

(150)

 

RBS – Annual Report on Form 20-F 2019

234

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments – valuation: level 3 sensitivities

 

The level 3 sensitivities presented above are calculated at a trade or low level portfolio basis. They are not calculated on an overall portfolio basis and therefore do not reflect the likely potential uncertainty on the portfolio as a whole. The figures are aggregated and do not reflect the correlated nature of some of the sensitivities. In particular, for some of the portfolios the sensitivities may be negatively correlated where a downwards movement in one asset would produce an upwards movement in another, but due to the additive presentation of the above figures this correlation cannot be displayed. The actual potential downside sensitivity of the total portfolio may be less than the non-correlated sum of the additive figures as shown in the above table.

 

Reasonably plausible alternative assumptions of unobservable inputs are determined based on a specified target level of certainty of 90%. The assessments recognise different favourable and unfavourable valuation movements where appropriate. Each unobservable input within a product is considered separately and sensitivity is reported on an additive basis.

 

Alternative assumptions are determined with reference to all available evidence including consideration of the following: quality of independent pricing information taking into account consistency between different sources, variation over time, perceived tradability or otherwise of available quotes; consensus service dispersion ranges; volume of trading activity and market bias (e.g. one-way inventory); day 1 profit or loss arising on new trades; number and nature of market participants; market conditions; modelling consistency in the market; size and nature of risk; length of holding of position; and market intelligence.

 

Other considerations

 

Whilst certain inputs used to calculate CVA, FVA and own credit adjustments are not based on observable market data, the uncertainty of the inputs is not considered to have a significant effect on the net valuation of the related derivative portfolios and issued debt. The classification of the derivative portfolios and issued debt is not determined by the observability of these inputs and any related sensitivity does not form part of the level 3 sensitivities presented.

 

Level 3

 

The following table shows the movement in level 3 assets and liabilities in the year.

 

2019

2018

Trading

Other financial

Total

Total

Trading

Other financial

Total

Total

assets (2)

assets (3)

assets

liabilities

assets (2)

assets (3)

assets

liabilities

£m

£m

£m

£m

£m

£m

£m

£m

At 1 January 

2,657

643

3,300

1,957

2,692 

530 

3,222 

2,187 

Amounts recorded in the income statement (1)

(418)

(1)

(419)

162

(147)

178 

31 

(344)

Amounts recorded in the statement of comprehensive income

86

86

— 

23 

23 

— 

Level 3 transfers in

492

2

494

104

1,307 

19 

1,326 

419 

Level 3 transfers out

(857)

(59)

(916)

(588)

(624)

(1)

(625)

(231)

Issuances

46

— 

— 

— 

47 

Purchases

1,121

15

1,136

532

871 

16 

887 

401 

Settlements

(218)

(38)

(256)

(429)

(512)

(3)

(515)

(204)

Sales

(541)

(326)

(867)

(466)

(930)

(125)

(1,055)

(316)

Foreign exchange and other adjustments

(3)

(1)

(4)

(1)

— 

(2)

At 31 December

2,233

321

2,554

1,317

2,657 

643 

3,300 

1,957 

Amounts recorded in the income statement in respect

   of balances held at year end

  - unrealised

(421)

8

(413)

110

(134)

158 

24 

(330)

  - realised

(2)

— 

 

Notes:

 

(1)        There were £596 million net losses on trading assets and liabilities (2018 – £185 million gains) recorded in income from trading activities. Net gains on other instruments of £15 million (2018 – £190 million) were recorded in other operating income and interest income as appropriate.

 

(2)        Trading assets comprise assets held at fair value in trading portfolios.

 

(3)        Other financial assets comprise fair value through other comprehensive income, designated as at fair value through profit or loss and other fair value through profit or loss.

 

RBS – Annual Report on Form 20-F 2019

235

 

 


 

Notes on the consolidated accounts

 

 

 

 

12 Financial instruments: fair value of financial instruments not carried at fair value

 

The following table shows the carrying value and fair value of financial instruments carried at amortised cost on the balance sheet.

 

Items where fair value

approximates

Carrying

Fair value hierarchy level

 carrying value

value

Fair value

Level 1

Level 2

Level 3

2019

£bn

£bn

£bn

£bn

£bn

£bn

Financial assets

Cash and balances at central banks

77.9

Settlement balances

4.4

Loans to banks

10.7

10.7

6.2

4.5

Loans to customers

326.9

324.0

11.0

313.0

Other financial assets - securities

11.5

11.6

5.9

2.8

2.9

Financial liabilities

Bank deposits

4.1

16.4

16.5

12.2

4.3

Customer deposits

312.4

56.8

56.9

7.5

49.4

Settlement balances

4.1

Other financial liabilities - debt securities in issue

43.0

43.7

38.5

5.2

Subordinated liabilities

9.3

10.0

9.9

0.1

Other liabilities - notes in circulation

2.2

2018

Financial assets

Cash and balances at central banks

88.9 

Settlement balances

2.9 

Loans to banks

0.5 

12.4 

12.4 

— 

9.2 

3.2 

Loans to customers

305.1 

301.7 

— 

0.5 

301.2 

Other financial assets - securities

11.8 

11.8 

7.3 

3.0 

1.5 

Financial liabilities

Bank deposits

4.2 

19.1 

18.5 

— 

13.9 

4.6 

Customer deposits

307.1 

53.8 

54.6 

— 

10.4 

44.2 

Settlement balances

3.1 

Other financial liabilities - debt securities in issue

36.9 

38.6 

— 

36.9 

1.7 

Subordinated liabilities

9.7 

10.0 

— 

9.9 

0.1 

Other liabilities - notes in circulation

2.2 

 

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market values are used where available; otherwise, fair values have been estimated based on discounted expected future cash flows and other valuation techniques. These techniques involve uncertainties and require assumptions and judgments covering prepayments, credit risk and discount rates. Furthermore there is a wide range of potential valuation techniques. Changes in these assumptions would significantly affect estimated fair values. The fair values reported would not necessarily be realised in an immediate sale or settlement.

 

The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as follows:

 

Short-term financial instruments

 

For certain short-term financial instruments: cash and balances at central banks, items in the course of collection from other banks, settlement balances, items in the course of transmission to other banks, customer demand deposits and notes in circulation, carrying value is a reasonable approximation of fair value.

 

Loans to banks and customers – amortised cost

 

In estimating the fair value of net loans to customers and banks measured at amortised cost, RBS’s loans are segregated into appropriate portfolios reflecting the characteristics of the constituent loans. Two principal methods are used to estimate fair value:

 

(a)     Contractual cash flows are discounted using a market discount rate that incorporates the current spread for the borrower or where this is not observable, the spread for borrowers of a similar credit standing. This method is used for portfolios where counterparties have external ratings: institutional and corporate lending in NatWest Markets.

 

(b)     Expected cash flows (unadjusted for credit losses) are discounted at the current offer rate for the same or similar products. This approach is adopted for lending portfolios in UK Personal Banking, Ulster Bank RoI, Commercial Banking (SME loans) and Private Banking in order to reflect the homogeneous nature of these portfolios.

 

Debt securities

 

The majority of debt securities are valued using quoted prices in active markets, or using quoted prices for similar assets in active markets. Fair values of the rest are determined using discounted cash flow valuation techniques.

 

Deposits by banks and customer accounts

 

Fair values of deposits are estimated using discounted cash flow valuation techniques.

 

Debt securities in issue and subordinated liabilities

 

Fair values are determined using quoted prices for similar liabilities where available or by reference to valuation techniques, adjusting for own credit spreads where appropriate.

 

RBS – Annual Report on Form 20-F 2019

236

 

 


 

Notes on the consolidated accounts

 

 

 

 

13 Financial instruments - maturity analysis

 

Remaining maturity

 

The following table shows the residual maturity of financial instruments, based on contractual date of maturity.

 

2019

2018 

Less than

More than

Total

Less than

More than

Total

12 months

12 months

12 months

12 months

£m

£m

£m

£m

£m

£m

Assets

Cash and balances at central banks

77,858

77,858

88,897 

— 

88,897 

Trading assets

51,825

24,920

76,745

49,094 

26,025 

75,119 

Derivatives

40,798

109,231

150,029

28,503 

104,846 

133,349 

Settlement balances

4,387

4,387

2,928 

— 

2,928 

Loans to banks - amortised cost

10,676

13

10,689

12,833 

114 

12,947 

Loans to customers - amortised cost

77,742

249,205

326,947

67,354 

237,735 

305,089 

Other financial assets

10,187

51,265

61,452

11,681 

47,804 

59,485 

Liabilities

Bank deposits

9,286

11,207

20,493

7,438 

15,859 

23,297 

Customer deposits

367,098

2,149

369,247

359,148 

1,766 

360,914 

Settlement balances

4,069

4,069

3,066 

— 

3,066 

Trading liabilities

53,047

20,902

73,949

50,668 

21,682 

72,350 

Derivatives

41,276

105,603

146,879

29,028 

99,869 

128,897 

Other financial liabilities

11,915

33,305

45,220

8,240 

31,492 

39,732 

Subordinated liabilities

160

9,819

9,979

299 

10,236 

10,535 

Lease liabilities

194

1,629

1,823

 

Assets and liabilities by contractual cash flow maturity

 

The tables show on the following page, show the contractual undiscounted cash flows receivable and payable, up to a period of 20 years, including future receipts and payments of interest of financial assets and liabilities by contractual maturity. The balances in the following tables do not agree directly with the consolidated balance sheet, as the tables include all cash flows relating to principal and future coupon payments, presented on an undiscounted basis. The tables have been prepared on the following basis:

 

Financial assets have been reflected in the time band of the latest date on which they could be repaid, unless earlier repayment can be demanded by RBS. Financial liabilities are included at the earliest date on which the counterparty can require repayment, regardless of whether or not such early repayment results in a penalty. If the repayment of a financial instrument is triggered by, or is subject to, specific criteria such as market price hurdles being reached, the asset is included in the time band that contains the latest date on which it can be repaid, regardless of early repayment.

 

The liability is included in the time band that contains the earliest possible date on which the conditions could be fulfilled, without considering the probability of the conditions being met.

 

For example, if a structured note is automatically prepaid when an equity index exceeds a certain level, the cash outflow will be included in the less than three months period, whatever the level of the index at the year end. The settlement date of debt securities in issue, issued by certain securitisation vehicles consolidated by RBS, depends on when cash flows are received from the securitised assets. Where these assets are prepayable, the timing of the cash outflow relating to securities assumes that each asset will be prepaid at the earliest possible date. As the repayments of assets and liabilities are linked, the repayment of assets in securitisations is shown on the earliest date that the asset can be prepaid, as this is the basis used for liabilities.

 

The principal amounts of financial assets and liabilities that are repayable after 20 years or where the counterparty has no right to repayment of the principal are excluded from the table, as are interest payments after 20 years.

 

The maturity of guarantees and commitments is based on the earliest possible date they would be drawn in order to evaluate RBS Group’s liquidity position.

 

MFVTPL assets of £227.3 billion (2018 - £209.7 billion) and HFT liabilities of £220.8 billion (2018 - £201.2 billion) have been excluded from the following tables.

 

RBS – Annual Report on Form 20-F 2019

237

 

 


 

Notes on the consolidated accounts

 

 

 

13 Financial instruments — maturity analysis continued

 

0-3 months 

3-12 months 

1-3 years 

3-5 years 

5-10 years 

10-20 years 

2019

£m 

£m 

£m 

£m 

£m 

£m 

Assets by contractual maturity

Cash and balances at central banks

77,858

Settlement balances

4,387

Loans to banks - amortised cost

9,659

1,032

5

Other financial assets (1)

4,619

6,644

16,287

9,857

15,766

5,081

Total maturing assets

96,523

7,676

16,292

9,857

15,766

5,081

Loans to customers - amortised cost

48,793

36,108

70,957

51,667

66,453

79,174

Finance lease

72

289

920

646

802

653

Derivatives held for hedging

33

7

63

103

56

42

145,421

44,080

88,232

62,273

83,077

84,950

Liabilities by contractual maturity

Bank deposits

7,269

2,017

11,297

38

Settlement balance

4,069

Other financial liabilities

4,810

7,602

11,849

13,935

9,426

328

Subordinated liabilities

21

541

3,295

5,270

327

1,700

Other liabilities (2)

2,109

Total maturing liabilities

18,278

10,160

26,441

19,243

9,753

2,028

Customer deposits

358,359

8,773

2,105

22

23

17

Lease liabilities

54

140

313

249

457

571

Derivatives held for hedging

9

22

50

40

59

46

376,700

19,095

28,909

19,554

10,292

2,662

Guarantees and commitments notional amount

Guarantees (3)

2,757

Commitments (4)

117,228

119,985

 

2018

Assets by contractual maturity

Cash and balances at central banks

88,897

Settlement balances

2,928

Loans to banks - amortised cost

11,920

925

106

Other financial assets (1)

4,451

7,397

14,138

11,279

11,826

2,744

Total maturing assets

108,196

8,322

14,244

11,279

11,826

2,744

Loans to customers - amortised cost

42,953

31,719

65,486

51,319

66,149

78,902

Finance lease

143

368

955

520

829

641

Derivatives held for hedging

40

98

184

95

49

34

151,332

40,507

80,869

63,213

78,853

82,321

Liabilities by contractual maturity

Bank deposits

7,417 

21 

13,785 

2,003 

— 

59 

Settlement balances

3,066 

— 

— 

— 

— 

— 

Other financial liabilities

1,736 

7,226 

10,724 

11,658 

9,316 

2,029 

Subordinated liabilities

131 

637 

1,476 

7,532 

1,737 

1,422 

Other liabilities (2)

2,152 

— 

— 

— 

— 

— 

Total maturing liabilities

14,502

7,884

25,985

21,193

11,053

3,510

Customer deposits

351,054

8,114

1,727

14

6

26

Derivatives held for hedging

15

30

94

35

53

45

365,571

16,028

27,806

21,242

11,112

3,581

Guarantees and commitments notional amount

Guarantees (3)

3,952

Commitments (4)

116,843

— 

— 

— 

— 

— 

120,795

— 

— 

— 

— 

— 

 

Notes:

(1)            Other financial assets excludes equity shares.

(2)            Other liabilities include notes in circulation.

(3)            RBS is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. RBS expects most guarantees it provides to expire unused.

(4)            RBS has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met by the counterparty. RBS does not expect all facilities to be drawn, and some may lapse before drawdown.

 

RBS – Annual Report on Form 20-F 2019

238

 

 


 

Notes on the consolidated accounts

 

 

 

14 Loan impairment provisions

Loan exposure and impairment metrics

The table below summarises loans and related credit impairment measures on an IFRS 9 basis.

 

2019

2018*

£m

£m

Loans - amortised cost

Stage 1

305,502

285,985

Stage 2

27,868

26,097

Stage 3

6,598

8,174

Of which: individual

2,051

2,860

Of which: collective

4,547

5,314

339,968

320,256

ECL provisions (1) 

  - Stage 1

322

297

  - Stage 2

752

772

  - Stage 3

2,718

2,782

Of which: individual

796

850

Of which: collective

1,922

1,932

3,792

3,851

ECL provision coverage (2,3)

  - Stage 1 (%)

0.11

0.10

  - Stage 2 (%)

2.70

2.96

  - Stage 3 (%)

41.19

34.03

1.12

1.20

Impairment losses

ECL charge (4)

696

398

Stage 1

(212)

(143)

Stage 2

318

292

Stage 3

590

249

Of which: individual

303

94

Of which: collective

287

155

ECL loss rate - annualised (basis points) (3)

20.47

12.43

Amounts written off

792

1,494

Of which: individual

372

272

Of which: collective

420

1,222

 

*2018 data has been restated for a change to presentation of unrecognised interest. Refer to Accounting policy 1, Other amendments to IFRS, for further details.

 

Notes:

(1)            Includes £4 million (2018 — £5 million) related to assets classified as FVOCI.

(2)            ECL provisions coverage is calculated as ECL provisions divided by loans - amortised cost.

(3)            ECL provisions coverage and ECL loss rates are calculated on third party loans and related ECL provisions and charge respectively.

(4)            Includes a £2 million charge (2018 — £3 million charge) related to other financial assets, of which at a £1 million release (2018 — £1 million charge) related to assets classified as FVOCI; and nil (2018 — £31 million release) related to contingent liabilities.

(5)            The table above shows gross loans only and excludes amounts that are outside the scope of the ECL framework. Refer to page 144 for Financial instruments within the scope of the IFRS 9 ECL framework for further details. Other financial assets within the scope of the IFRS 9 ECL framework were cash and balances at central banks totalling £76.1 billion and debt securities of £59.4 billion (2018 — £87.2 billion and £57.0 billion respectively).

 

RBS – Annual Report on Form 20-F 2019

239

 

 


 

Notes on the consolidated accounts

 

 

 

 

14 Loan impairment provisions continued

Credit risk enhancement and mitigation

For information on Credit risk enhancement and mitigation held as security, refer to Capital and risk management — credit risk.

 

Critical accounting policy: Loan impairment provisions

The loan impairment provisions have been established in accordance with IFRS 9.  Accounting policy 13 sets out how the expected loss approach is applied. At 31 December 2019, customer loan impairment provisions amounted to £3,792 million (2018 - £3,851 million). A loan is impaired when there is objective evidence that the cash flows will not occur in the manner expected when the loan was advanced. Such evidence includes, changes in the credit rating of a borrower, the failure to make payments in accordance with the loan agreement, significant reduction in the value of any security, breach of limits or covenants, and observable data about relevant macroeconomic measures.

 

The impairment loss is the difference between the carrying value of the loan and the present value of estimated future cash flows at the loan’s original effective interest rate.

 

The measurement of credit impairment under the IFRS expected loss model depends on management’s assessment of any potential deterioration in the creditworthiness of the borrower, its modelling of expected performance and the application of economic forecasts. All three elements require judgments that are potentially significant to the estimate of impairment losses. Further information and sensitivity analyses are on Page 143.

 

IFRS 9 ECL model design principles

To meet IFRS 9 requirements, PD, LGD and EAD used in ECL calculations must be:

 

·              Unbiased — material regulatory conservatism has been removed to produce unbiased model estimates.

 

·              Point-in-time — recognise current economic conditions.

 

·              Forward-looking — incorporated into PD estimates and, where appropriate, EAD and LGD estimates.

 

·              For the life of the loan — all PD, LGD and EAD models produce term structures to allow a lifetime calculation for assets in Stage 2 and Stage 3.

 

IFRS 9 requires that at each reporting date, an entity shall assess whether the credit risk on an account has increased significantly since initial recognition. Part of this assessment requires a comparison to be made between the current lifetime PD (i.e. the probability of default over the remaining lifetime at the reporting date) with the equivalent lifetime PD as determined at the date of initial recognition.

 

The general approach for the IFRS 9 LGD models is to leverage corresponding Basel LGD models with bespoke adjustments to ensure estimates are unbiased and where relevant forward-looking.

 

For wholesale, while conversion ratios in the historical data show temporal variations, these cannot be sufficiently explained by the CCI measure (unlike in the case of PD and some LGD models) and are presumed to be driven to a larger extent by exposure management practices. Therefore point-in-time best estimates measures for EAD are derived by estimating the regulatory model specification on a rolling five year window.

 

Approach for multiple economic scenarios (MES)

The base scenario plays a greater part in the calculation of ECL than the approach to MES.

 

15 Other financial assets

 

Debt securities

Central and local government

Other

Equity

Other

UK

US

Other

debt

Total

shares

loans

Total

2019

£m

£m

£m

£m

£m

£m

£m

£m

Mandatory fair value through profit or loss

305

305

45

365

715

Fair value through other comprehensive income

18,437

13,981

8,786

7,130

48,334

949

49,283

Amortised cost

5,411

242

120

5,681

11,454

11,454

Total

23,848

14,223

8,906

13,116

60,093

994

365

61,452

2018

Mandatory fair value through profit or loss

— 

— 

— 

669 

669 

65 

904 

1,638 

Fair value through other comprehensive income

17,192 

11,767 

11,329 

5,306 

45,594 

483 

— 

46,077 

Amortised cost

6,928 

264 

120 

4,458 

11,770 

— 

— 

11,770 

Total

24,120 

12,031 

11,449 

10,433 

58,033 

548 

904 

59,485 

 

On 16 June 2019, Alawwal bank and SABB were legally combined as part of a statutory merger. Alawwal bank’s assets and liabilities were absorbed by SABB. The transaction was executed through a share swap, with Alawwal bank’s shareholders receiving SABB shares for each Alawwal bank share. £595 million of the 2019 balance pertains to the transfer of ownership from Alawwal bank to SABB.

 

Dividends on FVOCI equity shares during the year included approximately £15 million in relation to the equity holding in SABB and certain other dividends which were not individually significant. There were no material dividends received in relation to equity shares disposed during the year.

 

RBS – Annual Report on Form 20-F 2019

240

 

 


 

Notes on the consolidated accounts

 

 

 

 

16 Intangible assets

 

2019

2018 

Goodwill

Other (1)

Total

Goodwill

Other (1)

Total

Cost

£m

£m

£m

£m

£m

£m

At 1 January

18,164

2,024

20,188

18,039 

2,259 

20,298 

Currency translation and other adjustments

(180)

2

(178)

77 

86 

Acquisition of subsidiaries

1

1

48 

50 

Additions

380

380

— 

364 

364 

Disposals and write-off of fully amortised assets (2)

(8,005)

(113)

(8,118)

— 

(610)

(610)

At 31 December

9,980

2,293

12,273

18,164 

2,024 

20,188 

Accumulated amortisation and impairment

At 1 January

12,558

1,014

13,572

12,481 

1,274 

13,755 

Currency translation and other adjustments

(180)

1

(179)

77 

82 

Disposals and write-off of fully amortised assets

(8,005)

(72)

(8,077)

— 

(573)

(573)

Charge for the year

291

291

— 

271 

271 

Impairment of goodwill and other intangible assets

44

44

— 

37 

37 

At 31 December

4,373

1,278

5,651

12,558 

1,014 

13,572 

Net book value at 31 December

5,607

1,015

6,622

5,606 

1,010 

6,616 

 

Notes:

(1)        Principally internally generated software.

(2)        Goodwill that arose on the acquisition of ABN AMRO Holding N.V..

 

Intangible assets other than goodwill are reviewed for indicators of impairment. In 2019 £44 million (2018 - £37 million) of previously capitalised software was impaired primarily as a result of software which is no longer expected to yield future economic benefit.

 

RBS Group’s goodwill acquired in business combinations analysed by reportable segment is in Note 4, Segmental analysis. It is reviewed annually at 31 December for impairment. No impairment was indicated at 31 December 2019 or 2018.

 

Impairment testing involves the comparison of the carrying value of each cash-generating unit (CGU) with its recoverable amount. The carrying values of the segments reflect the equity allocations made by management which are consistent with RBS Group’s capital targets. In 2018, the methodology was enhanced to reflect legal entity changes in RBS Group. Consequently certain corporate assets, represented primarily by bonds and liquidity assets in Treasury, are no longer considered to be directly attributable or directly available to the CGUs. These assets are, therefore, not included in the carrying value of the CGUs, resulting in an increase in the available headroom for some CGUs.

 

Recoverable amount is the higher of fair value and value in use. Value in use is the present value of expected future cash flows from the CGU. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants. The recoverable amounts for all CGUs at 31 December 2019 were based on value in use, using management’s latest five-year revenue and cost forecasts. The long-term growth rates have been based on expected nominal growth of the CGUs. The pre-tax risk discount rates are based on those observed to be applied to businesses regarded as peers of the CGUs.

 

Critical accounting policy: Goodwill

Critical estimates

Impairment testing involves a number of judgemental areas: the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of discount rates appropriate to each business; estimation of the fair value of the CGUs; and the valuation of separable assets of each business whose goodwill is reviewed.

 

The sensitivity to the more significant variables in each assessment is presented below.

 

The table below has not been restated for the re-segmentation which transferred Business Banking from UK Personal & Business Banking to Commercial Banking. The impact was a transfer of £0.7 billion goodwill from UK Personal & Business Banking (now UK Personal Banking) to Commercial Banking. This re-segmentation has improved the headroom of Commercial Banking (including Business Banking) by approximatively £4.2 billion and reduced the headroom of UK Personal Banking by the equivalent amount without generating any impairment of the goodwill in the CGUs impacted.

 

Consequential impact of
1% adverse movement

Consequential impact of
5% adverse movement

Break

Assumptions

Recoverable

even

Terminal

Pre-tax

amount exceeded

Discount

Terminal

Forecast

Forecast

discount

Goodwill

growth rate

discount rate

carrying value

rate

growth rate

Income

cost

rate

31 December 2019

£bn

%

%

£bn

£bn

£bn

£bn

£bn

%

UK Personal Banking

2.7

1.6

13.3

8.7

(2.2)

(1.0)

(2.1)

(0.9)

16.3

Commercial Banking

2.6

1.6

13.4

4.1

(1.8)

(0.7)

(2.1)

(1.1)

12.7

RBS International

0.3

1.6

12.0

2.1

(0.5)

(0.3)

(0.4)

(1.2)

16.8

31 December 2018

UK Personal & Business Banking

3.4

1.8

13.1

14.4

(2.2)

(1.4)

(4.0)

(1.7)

27.7

Commercial & Private Banking

1.9

1.8

13.0

4.5

(1.2)

(0.8)

(2.3)

(1.0)

17.6

RBS International

0.3

1.8

12.9

0.7

(0.2)

(0.2)

(0.4)

(0.1)

18.5

 

RBS – Annual Report on Form 20-F 2019

241

 

 


 

Notes on the consolidated accounts

 

 

 

 

17 Other assets

 

2019

2018 

£m 

£m 

Property, plant and equipment

4,928

4,351 

Deferred tax (Note 7)

1,011

1,412 

Assets of disposal groups (1)

66

1,404 

Prepayments

380

435 

Accrued income

275

317 

Interests in associates (2)

436

404 

Pension schemes in net surplus (Note 5)

614

520 

Tax recoverable

46

37 

Other assets

554

925

Other assets

8,310

9,805

 

Notes:

(1)        Includes interest in Alawwal bank of nil (2018 - £1,179 million).

(2)        Includes interest in Business Growth Fund £424 million (2018 - £387 million).

 

18 Other financial liabilities

 

2019

2018 

£m

£m

Customer deposits designated as at fair value through profit or loss

 212 

Debt securities in issue

  - designated as at fair value through profit or loss

2,258

2,628

  - amortised cost

42,962

36,892 

Total

45,220

39,732 

 

19 Subordinated liabilities

 

2019

2018 

£m 

£m 

Dated loan capital

7,775

8,262 

Undated loan capital

2,058

2,127 

Preference shares

146

146 

9,979

10,535 

 

Certain preference shares issued by the company are classified as liabilities; these securities remain subject to the capital maintenance rules of the Companies Act 2006.

 

Capital

2019

2018 

New issue

treatment

£m

£m

The Royal Bank of Scotland Group plc

US$750 million 3.754% dated notes 2029

Tier 2

577

577

Redemptions

The Royal Bank of Scotland Group plc

US$350 million 4.70% dated notes 2018

Ineligible

267 

1,000 million 3.63% dated notes 2024 (callable March 2019)

Tier 2

855

— 

855

267 

NatWest Markets Plc

2,000 million 6.934% dated notes 2018

Tier 2

1,743 

£103 million 9.5% undated subordinated bonds 2018 (callable August 2018)

Ineligible

103 

£35 million 5.5% fixed rate undated subordinated notes (callable December 2019)

Ineligible

35

35

1,846 

NatWest Plc

SEK 90 million floating rate notes 2019

Tier 1

8

8

NWM N.V. and subsidiaries

US$500 million 4.65% dated notes 2018

Tier 2

141 

US$16 million floating rate notes 2019

Tier 2

10

US$71.8 million floating rate notes 2019

Tier 2

56

250 million 4.70% notes 2019 (partial redemption)

Tier 2

145

211

143 

 

RBS – Annual Report on Form 20-F 2019

242

 

 


 

Notes on the consolidated accounts

 

 

 

 

20 Other liabilities

 

2019

2018 

£m 

£m 

Retirement benefit liabilities (Note 5)

119

165

Deferred tax (Note 7)

266

454

Notes in circulation

2,109

2,152

Current tax

132

100

Accruals

1,125

1,047

Deferred income

362

451

Lease liabilities (Note 22) (3)

1,823

Other liabilities

1,034

1,581

Provisions for liabilities and charges

2,677

3,004

9,647

8,954

 

Provisions for liabilities and charges

Payment

Other

Litigation

protection

 customer

and other

insurance (1)

 redress

regulatory

Other (2)

Total

£m

£m

£m

£m

£m

At 1 January 2019

695

536

783

990

3,004

Implementation of IFRS 16 on 1 January 2019 (3)

(170)

(170)

ECL impairment charge

29

29

Transfer (to)/from accruals and other liabilities

(3)

15

12

Currency translation and other movements

(15)

(6)

(19)

(40)

Transfer

35

(35)

Charge to income statement

900

141

88

434

1,563

Releases to income statement

(48)

(111)

(161)

(320)

Provisions utilised

(439)

(332)

(293)

(337)

(1,401)

At 31 December 2019

1,156

314

426

781

2,677

 

Notes:

(1)        The balance at 31 December 2019 includes provisions held in relation to offers made in 2018 and earlier years of £97 million.

(2)        Materially comprises provisions relating to property closures and restructuring costs.

(3)        Refer to Note 22 for further information on the impact of IFRS 16 implementation.

 

There are uncertainties as to the eventual cost of redress in relation to certain of the provisions contained in the table above. Assumptions relating to these are inherently uncertain and the ultimate financial impact may be different from the amount provided.

 

Payment protection insurance

An additional provision of £0.9 billion was taken during 2019, reflecting greater than predicted complaints volumes in the lead up to the 29 August 2019 deadline for making new PPI complaints. RBS Group has made provisions totalling £6.2 billion to date for PPI claims, of which £5.0 billion had been utilised by 31 December 2019.

 

The table below shows the sensitivity of the provision to reasonable changes in the principle assumptions in relation to claims which are still being processed, all other assumptions remaining the same. RBS Group has received 4.9 million claims at the 29 August 2019 deadline.

 

Sensitivity

Consequential

Claims

 

change in

processed as at

                 Claims still

Change in

provision

Assumption

31 December 2019

to process

assumption

£m

Average redress (1)

£1,631

£1,552

+/- £150

+/- 74

No PPI % (2)

28%

60%

+/- 3%

+/- 13

Uphold rate (3)

85%

94%

+/- 2%

+/- 16

 

Notes:

(1)        Average redress for PPI (mis-sale) and Plevin (commission) pay-outs.

(2)        No PPI % relates to those cases where no PPI policy exists.

(3)        Average uphold rate per customer initiated claims received directly by RBS Group, including those received via claims management companies, to end of timebar for both PPI (mis-sale) and Plevin (commission), excluding those for which no PPI policy exists.

 

Background information for all material provisions is given in Note 26.

 

Critical accounting policy:  Provisions for liabilities

Judgment is involved in determining whether an obligation exists, and in estimating the probability, timing and amount of any outflows. Where RBS Group can look to another party such as an insurer to pay some or all of the expenditure required to settle a provision, any reimbursement is recognised when, and only when, it is virtually certain that it will be received.

 

Estimates - Provisions are liabilities of uncertain timing or amount, and are recognised when there is a present obligation as a result of a past event, the outflow of economic benefit is probable and the outflow can be estimated reliably. Any difference between the final outcome and the amounts provided will affect the reported results in the period when the matter is resolved.

 

RBS – Annual Report on Form 20-F 2019

243

 

 


 

Notes on the consolidated accounts

 

 

 

 

21 Share capital and other equity

 

Number of shares

2019

2018

2019

2018

Allotted, called up and fully paid

£m

£m

000s

000s

Ordinary shares of £1

12,094

12,049 

12,093,909

12,048,605 

Non-cumulative preference shares of US$0.01 (1)

— 

10

10 

Cumulative preference shares of £1

1

900

900 

 

Note:

(1)        No shares were redeemed in 2019. (2018 — 26 million shares with a total nominal value of £0.2 million were redeemed).

 

Number of

Movement in allotted, called up and fully paid ordinary shares

£m

shares - 000s

At 1 January 2018

11,965

11,964,565

Shares issued

84

84,040

At 1 January 2019

12,049

12,048,605

Shares issued

45

45,304

At 31 December 2019

12,094

12,093,909

 

Ordinary shares

There is no authorised share capital under the company’s constitution. At 31 December 2019, the directors had authority granted at the 2019 Annual General Meeting to issue up to £605 million nominal of ordinary shares other than by pre-emption to existing shareholders.

 

On 6 February 2019 RBS held a General Meeting and shareholders approved a special resolution to give authority for the company to make off-market purchases of ordinary shares from HM Treasury (or its nominee) at such times as the directors may determine is appropriate. Full details of the proposal are set out in the Circular and Notice of General Meeting. This authority was renewed at the Annual General Meeting in 2019 and shareholders will be asked to renew this authorisation at the Annual General Meeting in 2020.

 

In the three years to 31 December 2019, the percentage increase in issued share capital due to non pre-emptive issuance (excluding employee share schemes) for cash was 1.42%. In addition, the company issued 45 million ordinary shares of £1 each in connection with employee share plans.

 

In 2019 RBS paid an interim dividend of £241 million, or 2.0p per ordinary share (2018 - £241 million, or 2.0p per ordinary share) and a special dividend of £1,449 million, or 12.0p per ordinary share (2018 — nil). In addition, the company announced that the directors have recommended a final dividend of £364 million, or 3.0p per ordinary share (2018 — £422 million, or 3.5p per ordinary share), and a further special dividend of £606 million, or 5.0p per ordinary share (2018 — £904 million, or 7.5p per ordinary share), which are both subject to shareholders’ approval at the Annual General Meeting on 29 April 2020.

 

If approved, payment will be made on 4 May 2020 to shareholders on the register at the close of business on 27 March 2020. The ex-dividend date will be 26 March 2020.

 

Other securities

Additional Tier 1 Notes issued by RBS having the legal form of debt are classified as equity under IFRS. Capital recognised for regulatory purposes cannot be redeemed without Prudential Regulation Authority consent. This includes ordinary shares, preference shares and additional Tier 1 Notes.

 

These securities entitle the holders to interest which may be deferred at the sole discretion of the company. Repayment of the securities is at the sole discretion of the company on giving between 30 and 60 days notice.

 

Non-cumulative preference shares

Non-cumulative preference shares entitle their holders to periodic non-cumulative cash dividends at specified fixed rates for each series payable out of distributable profits of the company.

 

The company may redeem some or all of the non-cumulative preference shares from time to time at the rates detailed in the table below plus dividends otherwise payable for the then current dividend period to the date of redemption.

 

RBS – Annual Report on Form 20-F 2019

244

 

 


 

Notes on the consolidated accounts

 

 

 

 

21 Share capital and other equity continued

 

Number of shares

Redemption

Redemption

Non-cumulative preference shares classified as equity

in issue

Interest rate

date on or after

price per share

Shares of US$0.01 - Series U

10,130

floating

29 September 2017

US$100,000

 

Note:

(1)        Preference shares where distributions are discretionary are classified as equity.

 

On a winding-up or liquidation of the company, the holders of the non-cumulative preference shares are entitled to receive, out of any surplus assets available for distribution to the company’s shareholders (after payment of arrears of dividends on the cumulative preference shares up to the date of repayment) pari passu with the cumulative preference shares and all other shares of the company ranking pari passu with the non-cumulative preference shares as regards participation in the surplus assets of the company, a liquidation distribution per share equal to the applicable redemption price detailed in the table above, together with an amount equal to dividends for the then current dividend period accrued to the date of payment, before any distribution or payment may be made to holders of the ordinary shares as regards participation in the surplus assets of the company.

 

Except as described above, the holders of the non-cumulative preference shares have no right to participate in the surplus assets of the company.

 

Holders of the non-cumulative preference shares are not entitled to receive notice of or attend general meetings of the company except if any resolution is proposed for adoption by the shareholders of the company to vary or abrogate any of the rights attaching to the non-cumulative preference shares or proposing the winding-up or liquidation of the company. In any such case, they are entitled to receive notice of and to attend the general meeting of shareholders at which such resolution is to be proposed and are entitled to speak and vote on such resolution (but not on any other resolution). In addition, in the event that, prior to any general meeting of shareholders, the company has failed to pay in full the most recent dividend payment due on the series U non-cumulative dollar preference shares, the holders shall be entitled to receive notice of, attend, speak and vote at such meeting on all matters together with the holders of the ordinary shares. In these circumstances only, the rights of the holders of the non-cumulative preference shares so to vote shall continue until the company shall have resumed the payment in full of the dividends in arrears.

 

Paid-in equity - comprises equity instruments issued by the company other than those legally constituted as shares.

 

 

2019 

2018 

2017 

 

£m 

£m 

£m 

Additional Tier 1 notes (1)

 

 

 

US$2.0 billion 7.5% notes callable August 2020 (2)

1,278

1,278

1,278

US$1.15 billion 8% notes callable August 2025 (2)

734

734

734

US$2.65 billion 8.625% notes callable August 2021 (3)

2,046

2,046

2,046

 

4,058

4,058

4,058 

 

Notes:

(1)  The coupons on these notes are non-cumulative and payable at the company’s discretion. In the event RBS Group’s CET1 ratio falls below 7% any outstanding notes will be converted into ordinary shares at a fixed price. While taking the legal form of debt, these notes are classified as equity under IFRS.

(2)  Issued in August 2015. In the event of conversion, converted into ordinary shares at a price of $3.606 nominal per £1 share.

(3)  Issued in August 2016. In the event of conversion, converted into ordinary shares at a price of $2.284 nominal per £1 share.

(4)  Subordinated notes issued to limited partnerships that have in turn issued partnership preferred securities to RBS Capital Trust D that issued trust preferred securities to investors.

 

Merger reserve - the merger reserve comprises the premium on shares issued to acquire NatWest, less goodwill amortisation charged under previous GAAP.

 

Capital redemption reserve - under UK companies legislation, when shares are redeemed or purchased wholly or partly out of the company’s profits, the amount by which the company’s issued share capital is diminished must be transferred to the capital redemption reserve. The capital maintenance provisions of UK companies legislation apply to the capital redemption reserve as if it were part of the company’s paid up share capital. On 15 June 2017, the Court of Session approved a reduction of RBSG plc capital so that the amounts which stood to the credit of the capital redemption reserve were transferred to retained earnings.

 

Own shares held - at 31 December 2019, 15 million ordinary shares of £1 each of the company (2018 - 8 million) were held by employee share trusts in respect of share awards and options granted to employees. During the year, the employee share trusts purchased 24 million ordinary shares and delivered 17 million ordinary shares in satisfaction of the exercise of options and the vesting of share awards under the employee share plans. In future, the company is intending to use shares purchased by the RBS Group Employee Share Ownership Trust and any available treasury shares to satisfy obligations under its employee share plans.

 

RBS optimises capital efficiency by maintaining reserves in subsidiaries, including regulated entities. Certain preference shares and subordinated debt are also included within regulatory capital. The remittance of reserves to the company or the redemption of shares or subordinated capital by regulated entities may be subject to maintaining the capital resources required by the relevant regulator.

 

UK law prescribes that only the reserves of the company are taken into account for the purpose of making distributions and in determining permissible applications of the share premium account.

 

RBS – Annual Report on Form 20-F 2019

245

 

 


 

Notes on the consolidated accounts

 

 

 

 

22 Leases

RBS Group has adopted IFRS 16 Leases retrospectively from 1 January 2019 on a modified retrospective basis without restating prior periods. The impact on RBS Group’s balance sheet and retained earnings is shown below:

 

2019

£bn

Retained earnings at 1 January 2019

14.3

Loans to customers - Finance leases

0.2

Other assets - Net right of use assets

1.3

 - Recognition of lease liabilities

(1.9)

 - Provision for onerous leases

0.2

Other liabilities

(1.7)

Net impact on retained earnings

(0.2)

Retained earnings at 1 January 2019

14.1

 

On adoption of IFRS 16, RBS Group recognised right of use assets and lease liabilities in relation to leases which has been previously classified as operating leases under IAS17 Leases subject to certain practical expedients as allowed by the standard (see below).

 

The following practical expedients permitted by the standard were used:

 

·              A single discount rate has been applied to a portfolio of lease with reasonably similar characteristics.

 

·              The accounting for operating leases with a remaining lease term of 12 months at 1 January 2019 for non property leases.

 

·              Exclusion of initial direct costs from the measurement of the right of use asset at the date of initial application.

 

·              Reliance on assessment of onerous provisions under IAS 37 Provisions, Contingent Liabilities and Contingent Assets for the purposes of impairment.

 

·              The use of hindsight where contracts contain options to extend or terminate the lease in determining the lease term.

 

The lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average of lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 2.3%.

 

2019

£m

Operating lease commitments at 31 December 2018

2,689

Adjustments as a result of different treatment of extension and termination options

(134)

Discounted using the incremental borrowing rate

(684)

Other

5

Lease liabilities recognised as at 1 January 2019 on adoption of IFRS 16

1,876

 

Lessees

 

2019

£m

Amounts recognised in consolidated income statement

Interest  payable

(44)

Depreciation (1)

(224)

Rental expense on short term leases

(4)

Income from subleasing right of use assets

9

Rental expense in respect of operating leases in 2018 was £233 million.

2019

£m

Amounts recognised on balance sheet

Right of use assets included in property, plant and equipment (2)

1,162

Additions to right of use assets

135

Lease liabilities (3)

(1,823)

 

The total cash outflow for leases is £222 million.

 

Notes:

(1)        Includes impairment of right of use assets of £86 million.

(2)        Includes right of use asset for plant and equipment of £23 million and depreciation of £5 million.

(3)        Contractual cashflows of lease liabilities is shown in Note 13.

 

RBS – Annual Report on Form 20-F 2019

246

 

 


 

Notes on the consolidated accounts

 

 

 

 

22 Leases continued

 

2018 

£m 

Operating leases

Minimum rentals payable under non-cancellable leases (1)

  - within 1 year

232 

  - after 1 year but within 5 years

736 

  - after 5 years

1,721 

2,689 

 

 

Note:

(1)        Predominantly property leases.

 

Lessor

Acting as a lessor, RBS Group provides asset finance to its customers. It purchases plant, equipment and intellectual property, renting them to customers under lease arrangements that, depending on their terms, qualify as either operating or finance leases.

 

 

2019

£m

Amounts included in consolidated income statement

Finance leases

Finance income on the net investment in leases

314

Operating leases

Lease income

27

 

2019

£m

Amount recievable under finance leases

Within 1 year

3,388

1  to 2  years

2,229

2 to 3 years

1,733

3 to 4 years

758

4 to 5 years

682

After 5 years

1,758

Lease payments total

10,548

Unguaranteed residual values

(215)

Future drawdowns

(30)

Unearned income

(1,196)

Present value of lease payments

9,107

Impairments

(110)

Net investment in finance leases

8,997

 

2018

Finance lease contracts and hire purchase agreements

Gross 

Present value 

Other 

Future

Present 

amounts 

 adjustments 

 movements 

Drawdowns

value 

£m

£m

£m

£m

£m

Within 1 year

3,237

(208)

(123)

(70)

2,836

1 to 5 years

4,566

(370)

(100)

4,096

After 5 years

1,935

(710)

(38)

1,187

Total

9,738

(1,288)

(261)

(70)

8,119

 

The total present value of finance lease contracts and hire purchase agreements excludes £62m of impairment allowance.

 

RBS – Annual Report on Form 20-F 2019

247

 

 


 

Notes on the consolidated accounts

 

 

 

 

22 Leases continued

The following tables show undiscounted lease receivables from operating leases:

 

2019

£m

Amounts recievable under operating leases

Within 1 year

154

1 to 2 years

123

2 to 3 years

83

3 to 4 years

48

4 to 5 years

17

After 5 years

12

Total

437

 

2018

£m

Within 1 year

139

1 to 5 years

325

After 5 years

49

Total

513

 

2019

2018

£m

£m

Nature of operating lease assets on the balance sheet

Transportation

334

313 

Cars and light commercial vehicles

24

11 

Other

295

285 

653

609 

 

Residual value exposures

The table below gives details of the unguaranteed residual value included in the carrying value of finance lease receivables and operating lease assets.

 

2018

Year in which residual value will be recovered

After 1 year 

After 2 years 

Total 

Within 1 

but within 

 but within 

After 5 

year 

2 years 

 5 years 

 years 

£m 

£m 

£m 

£m 

£m 

Operating leases

  - transportation

25

15

94

14

148

  - cars and light commercial vehicles

1

1

2

4

  - other

26

19

37

10

92

Finance lease contracts

68

32

67

38

205

Hire purchase agreements

55

2

57

175

69

200

62

506

 

RBS – Annual Report on Form 20-F 2019

248

 

 


 

Notes on the consolidated accounts

 

 

 

 

23 Structured entities

A structured entity (SE) is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, for example, when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. SEs are usually established for a specific, limited purpose. They do not carry out a business or trade and typically have no employees. They take a variety of legal forms - trusts, partnerships and companies - and fulfil many different functions. As well as being a key element of securitisations, SEs are also used in fund management activities in order to segregate custodial duties from the provision of fund management advice.

 

Consolidated structured entities

Securitisations

In a securitisation, assets, or interests in a pool of assets, are transferred generally to an SE which then issues liabilities to third party investors. The majority of securitisations are supported through liquidity facilities or other credit enhancements.

 

RBS arranges securitisations to facilitate client transactions and undertakes own asset securitisations to sell or to fund portfolios of financial assets. RBS also acts as an underwriter and depositor in securitisation transactions in both client and proprietary transactions.

 

RBS involvement in client securitisations takes a number of forms. It may: sponsor or administer a securitisation programme; provide liquidity facilities or programme-wide credit enhancement; and purchase securities issued by the vehicle.

 

Own asset securitisations

In own-asset securitisations, the pool of assets held by the SE is either originated by RBS, or (in the case of whole loan programmes) purchased from third parties.

 

The table below analyses the asset categories for those own-asset securitisations where the transferred assets continue to be recorded on RBS Group balance sheet.

 

2019

2018 

Debt securities in issue

Debt securities in issue

Asset type

Held by third 

Held by

Held by third 

Held by

Assets 

parties

RBS (1)

Total 

Assets 

parties

RBS (1)

Total 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

Mortgages - RoI

2,221

468

1,917

2,385

2,817 

778 

2,239 

3,017 

Cash deposits

156

221 

2,377

3,038 

 

Note:

(1)        Debt securities retained by RBS may be pledged with central banks.

 

Other credit risk transfer securitisations

RBS also transfers credit risk on originated loans and mortgages without the transfer of assets to an SE. As part of this, RBS enters into credit derivative and financial guarantee contracts with consolidated SEs. At 31 December 2019, debt securities in issue by such SEs (and held by third parties) were £673 million (2018 - £596 million). The associated loans and mortgages at 31 December 2019 were £9,001 million (2018 - £8,402 million).

 

Covered debt programme

Group companies have assigned loans to customers and debt investments to bankruptcy remote limited liability partnerships to provide security for issues of debt securities. RBS retains all of the risks and rewards of these assets and continues to recognise them. The partnerships are consolidated by RBS and the related covered bonds included within other financial liabilities. At 31 December 2019, £9,630 million (2018 - £9,446) of loans to customers and £280 million (2018 - £478 million) of debt investments provided security for debt securities in issue and other borrowing of £7,241 million (2018 - £6,627 million).

 

Lending of own issued securities

RBS Group  has issued, retained, and lent debt securities under securities lending arrangements. Under standard terms in the UK and US markets, the recipient has an unrestricted right to sell or repledge collateral, subject to returning equivalent securities on maturity of the transaction.  RBS Group retains all of the risks and rewards of own issued liabilities lent under such arrangements and does not recognise them.  At 31 December 2019, £1,704 million secured and £424 million unsecured (2018 - £526 million secured, £424 million unsecured) of own issued liabilities have been retained and lent under securities lending arrangements. At 31 December 2019,£1,745 million (2018 - £551 million) of loans and other debt instruments provided security for secured own issued liabilities that have been retained and lent under securities lending arrangements.

 

Unconsolidated structured entities

RBS’s interests in unconsolidated structured entities are analysed below.

 

2019

2018

Asset backed

Investment

Asset backed

Investment

securitisation

funds

securitisation

funds

vehicles

and other

Total

vehicles

and other

Total

£m

£m

£m

£m

£m

£m

Trading assets and derivatives

Trading assets

760

52

812

621

148

769

Derivative assets

196

24

220

200

47

247

Derivative liabilities

(154)

(4)

(158)

(156)

(49)

(205)

Total

802

72

874

665

146

811

Non trading assets

Loans to customers

1,544

636

2,180

1,972

536

2,508

Other financial assets

5,373

107

5,480

4,521

— 

4,521

Total

6,917

743

7,660

6,493

536

7,029

Liquidity facilities/loan commitments

1,619

297

1,916

2,138

213

2,351

Guarantees

3

10

13

Maximum exposure

9,338

1,112

10,450

9,299

905

10,204

 

RBS – Annual Report on Form 20-F 2019

249

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

24 Asset transfers

Transfers that do not qualify for derecognition

RBS enters into securities repurchase, lending and total return transactions in accordance with normal market practice which includes the provision of additional collateral if necessary. Under standard terms in the UK and US markets, the recipient has an unrestricted right to sell or repledge collateral, subject to returning equivalent securities on settlement of the transaction.

 

Securities sold under repurchase transactions and transactions with the substance of securities repurchase agreements are not derecognised if RBS retains substantially all the risks and rewards of ownership. The fair value (and carrying value) of securities transferred under such transactions included on the balance sheet, are set out below. All of these securities could be sold or repledged by the holder.

 

The following assets have failed derecognition (1)

2019

2018 

£m 

£m 

Trading assets

23,247

14,020 

Other financial assets

4,269

9,890 

27,516

23,910 

 

Note:

(1)        Associated liabilities were £27,342 million (2018 – £23,222 million).

 

Assets pledged as collateral

RBS Group pledges collateral with its counterparties in respect of derivative liabilities and bank and stock borrowings.

 

Assets pledged against liabilities

2019

2018 

£m 

£m 

Trading assets

27,918

35,571 

Loans to banks - amortised cost

39

1,050 

Loans to customers - amortised cost

17,920

25,930 

Other financial assets (1)

4,688

713 

50,565

63,264 

 

Note:

(1)        Includes assets pledged for pension derivatives and stock borrowings.

 

25 Capital resources

Under Capital Requirements Regulation (CRR), regulators within the European Union monitor capital on a legal entity basis, with local transitional arrangements on the phasing in of end-point CRR.

 

The capital resources based on the PRA transitional basis for RBSG plc are set out below.

 

PRA transitional basis

2019

2018

£m

£m

Shareholders’ equity (excluding non-controlling interests)

 Shareholders’ equity

43,547

45,736

 Preference shares - equity

(496)

(496)

 Other equity instruments

(4,058)

(4,058)

38,993

41,182

Regulatory adjustments and deductions

 Own credit

(118)

(405)

 Defined benefit pension fund adjustment

(474)

(394)

 Cash flow hedging reserve

(35)

191

 Deferred tax assets

(757)

(740)

 Prudential valuation adjustments

(431)

(494)

 Goodwill and other intangible assets

(6,622)

(6,616)

 Expected losses less impairments

(167)

(654)

 Foreseeable ordinary and special dividends

(968)

(1,326)

 Foreseeable charges

(365)

 Other regulatory adjustments

(2)

(105)

(9,939)

(10,543)

CET1 capital

29,054

30,639

Additional Tier 1 (AT1) capital

 Qualifying instruments and related share premium

4,051

4,051

 Qualifying instruments and related share premium subject to phase out

1,366

1,393

 Qualifying instruments issued by subsidiaries and held by third parties subject to phase out

140

140

AT1 capital

5,557

5,584

Tier 1 capital

34,611

36,223

Qualifying Tier 2 capital

 Qualifying instruments and related share premium

4,867

6,386

 Qualifying instruments issued by subsidiaries and held by third parties

1,345

1,565

Tier 2 capital

6,212

7,951

Total regulatory capital

40,823

44,174

 

It is RBS Group policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, RBS Group has regard to the supervisory requirements of the PRA. The PRA uses capital ratios as a measure of capital adequacy in the UK banking sector, comparing a bank’s capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are ‘weighted’ to reflect the inherent credit and other risks); by international agreement, the Pillar 1 capital ratios should be not less than 8% with a Common Equity Tier 1 component of not less than 4.5%. RBS Group has complied with the PRA’s capital requirements throughout the year.

 

A number of subsidiaries and sub-groups within RBS Group, principally banking entities, are subject to various individual regulatory capital requirements in the UK and overseas. Furthermore, the payment of dividends by subsidiaries and the ability of members of RBS Group to lend money to other members of RBS may be subject to restrictions such as local regulatory or legal requirements, the availability of reserves and financial and operating performance.

 

RBS – Annual Report on Form 20-F 2019

250

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items

Contingent liabilities and commitments

The amounts shown in the table below are intended only to provide an indication of the volume of business outstanding at 31 December 2019. Although RBS Group is exposed to credit risk in the event of a customer’s failure to meet its obligations, the amounts shown do not, and are not intended to, provide any indication of RBS Group’s expectation of future losses.

 

More than 

More than 

2019

2018

1 year but 

3 years but 

Less than 

less than 

less than 

Over 

1 year 

3 years 

5 years 

5 years 

£m 

£m 

£m 

£m 

£m

£m

Guarantees

1,015

427

218

1,097

2,757

3,952

Other contingent liabilities

1,134

600

161

583

2,478

3,052

Standby facilities, credit lines and other commitments

59,878

21,054

31,664

7,164

119,760

119,879

Contingent liabilities and commitments

62,027

22,081

32,043

8,844

124,995

126,883

 

Banking commitments and contingent obligations, which have been entered into on behalf of customers and for which there are corresponding obligations from customers, are not included in assets and liabilities. RBS Group’s maximum exposure to credit loss, in the event of its obligation crystallising and all counterclaims, collateral or security proving valueless, is represented by the contractual nominal amount of these instruments included in the table above. These commitments and contingent obligations are subject to RBS Group’s normal credit approval processes.

 

Guarantees – RBS Group gives guarantees on behalf of customers. A financial guarantee represents an irrevocable undertaking that RBS Group will meet a customer’s specified obligations to third party if the customer fails to do so. The maximum amount that RBS Group could be required to pay under a guarantee is its principal amount as disclosed in the table above. RBS Group expects most guarantees it provides to expire unused.

 

Other contingent liabilities - these include standby letters of credit, supporting customer debt issues and contingent liabilities relating to customer trading activities such as those arising from performance and customs bonds, warranties and indemnities.

 

Standby facilities and credit lines - under a loan commitment, RBS Group agrees to make funds available to a customer in the future. Loan commitments, which are usually for a specified term, may be unconditionally cancellable or may persist, provided all conditions in the loan facility are satisfied or waived. Commitments to lend include commercial standby facilities and credit lines, liquidity facilities to commercial paper conduits and unutilised overdraft facilities.

 

Other commitments - these include documentary credits, which are commercial letters of credit providing for payment by RBS Group to a named beneficiary against presentation of specified documents, forward asset purchases, forward deposits placed and undrawn note issuance and revolving underwriting facilities, and other short-term trade related transactions.

 

Contractual obligations for future expenditure not provided for in the accounts

The following table shows contractual obligations for future expenditure not provided for in the accounts at the year end.

 

2019

2018 

£m

£m 

Capital expenditure on property, plant and equipment

20

17

Contracts to purchase goods or services (1)

614

541

634

558

 

Note:

(1)        Of which due within 1 year: £285 million (2018 – £253 million).

 

RBS – Annual Report on Form 20-F 2019

251

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Trustee and other fiduciary activities

In its capacity as trustee or other fiduciary role, RBS Group may hold or place assets on behalf of individuals, trusts, companies, pension schemes and others. The assets and their income are not included in RBS Group’s financial statements. RBS Group earned fee income of £250 million (2018 - £257 million; 2017- £244 million) from these activities.

 

The Financial Services Compensation Scheme

The Financial Services Compensation Scheme (FSCS), the UK’s statutory fund of last resort for customers of authorised financial services firms, pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the industry. In relation to protected deposits, each deposit-taking institution contributes towards these levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March), subject to annual maxima set by the Prudential Regulation Authority. In addition, the FSCS has the power to raise levies on a firm that has ceased to participate in the scheme and is in the process of ceasing to be authorised for the costs that it would have been liable to pay had the FSCS made a levy in the financial year it ceased to be a participant in the scheme.

 

The FSCS had borrowed from HM Treasury to fund compensation costs associated with the failure of Bradford & Bingley, Heritable Bank, Kaupthing Singer & Friedlander, Landsbanki ‘Icesave’ and London Scottish Bank plc. The industry has now repaid all outstanding loans with the final £4.7 billion being repaid in June 2018. The loan was interest bearing with the reference rate being the higher of 12 month LIBOR plus 111 basis points or the relevant gilt rate for the equivalent cost of borrowing from HMT.

 

RBS Group has accrued £1.8 million for its share of estimated FSCS levies.

 

Litigation, investigations and reviews

RBSG plc and certain members of RBS Group are party to legal proceedings and the subject of investigation and other regulatory and governmental action (‘Matters’) in the United Kingdom (UK), the United States (US), the European Union (EU) and other jurisdictions.

 

RBS Group recognises a provision for a liability in relation to these Matters when it is probable that an outflow of economic benefits will be required to settle an obligation resulting from past events, and a reliable estimate can be made of the amount of the obligation.

 

In many proceedings and investigations, it is not possible to determine whether any loss is probable, or to estimate reliably the amount of any loss, either as a direct consequence of the relevant proceedings and investigations or as a result of adverse impacts or restrictions on RBS Group’s reputation, businesses and operations. Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and document production exercises and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a liability can reasonably be estimated for any claim. RBS Group cannot predict if, how, or when such claims will be resolved or what the eventual settlement, damages, fine, penalty or other relief, if any, may be, particularly for claims that are at an early stage in their development or where claimants seek substantial or indeterminate damages.

 

There are situations where RBS Group may pursue an approach that in some instances leads to a settlement agreement. This may occur in order to avoid the expense, management distraction or reputational implications of continuing to contest liability, or in order to take account of the risks inherent in defending claims or investigations, even for those Matters for which RBS Group believes it has credible defences and should prevail on the merits. The uncertainties inherent in all such Matters affect the amount and timing of any potential outflows for both Matters with respect to which provisions have been established and other contingent liabilities.

 

The future outflow of resources in respect of any Matter may ultimately prove to be substantially greater than or less than the aggregate provision that RBS Group has recognised. Where (and as far as) liability cannot be reasonably estimated, no provision has been recognised. RBS Group expects that in future periods, additional provisions, settlement amounts and customer redress payments will be necessary, in amounts that are expected to be substantial in some instances.

 

For a discussion of certain risks associated with RBS Group’s litigation, investigations and reviews, see the Risk Factor relating to legal, regulatory and governmental actions and investigations set out on page 297.

 

Litigation

Residential mortgage-backed securities (RMBS) litigation in the US

RBS Group companies continue to defend RMBS-related claims in the US in which plaintiffs allege that certain disclosures made in connection with the relevant offerings of RMBS contained materially false or misleading statements and/or omissions regarding the underwriting standards pursuant to which the mortgage loans underlying the RMBS were issued. The remaining RMBS lawsuits against RBS Group companies consist of cases filed by the Federal Home Loan Bank of Seattle and the Federal Deposit Insurance Corporation that together involve the issuance of less than US$1billion of RMBS issued primarily from 2005 to 2007. A case filed by the Federal Home Loan Bank of Boston was settled during 2019. In addition, NatWest Markets Securities Inc. (‘NWMSI’) previously agreed to settle a purported RMBS class action entitled New Jersey Carpenters Health Fund v. Novastar Mortgage Inc. et al. for US$55.3 million. This was paid into escrow pending court approval of the settlement, which was granted on 11 March 2019, but which is now the subject of an appeal by a class member who does not want to participate in the settlement.

 

London Interbank Offered Rate (LIBOR) and other rates litigation

NWM Plc and certain other members of RBS Group, including RBSG plc, are defendants in a number of class actions and individual claims pending in the United States District Court for the Southern District of New York (SDNY) with respect to the setting of LIBOR and certain other benchmark interest rates. The complaints allege that certain members of RBS Group and other panel banks violated various federal laws, including the US commodities and antitrust laws, and state statutory and common law, as well as contracts, by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means.

 

Several class actions relating to USD LIBOR, as well as more than two dozen non-class actions concerning USD LIBOR, are part of a co-ordinated proceeding in the SDNY. In December 2016, the SDNY held that it lacks personal jurisdiction over NWM Plc with respect to certain claims. As a result of that decision, all RBS Group companies have been dismissed from each of the USD LIBOR-related class actions (including class actions on behalf of over-the-counter plaintiffs, exchange-based purchaser plaintiffs, bondholder plaintiffs, and lender plaintiffs), but seven non-class cases in the co-ordinated proceeding remain pending against RBS Group defendants. The dismissal of RBS Group companies for lack of personal jurisdiction is the subject of a pending appeal to the United States Court of Appeals for the Second Circuit. In September 2019, RBS Group companies reached a settlement in principle to resolve the class action on behalf of bondholder plaintiffs (those who held bonds issued by non-defendants on which interest was paid from 2007 to 2010 at a rate expressly tied to USD LIBOR). The settlement is subject to documentation and court approval. The amount of the settlement is covered by an existing provision.

 

RBS – Annual Report on Form 20-F 2019

252

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Litigation, investigations and reviews

Among the non-class claims dismissed by the SDNY in December 2016 were claims that the Federal Deposit Insurance Corporation (FDIC) had asserted on behalf of certain failed US banks. In July 2017, the FDIC, on behalf of 39 failed US banks, commenced substantially similar claims against RBS Group companies and others in the High Court of Justice of England and Wales. The action alleges that the defendants breached English and European competition law, as well as asserting common law claims of fraud under US law.

 

In addition, there are two class actions relating to JPY LIBOR and Euroyen TIBOR, both pending before the same judge in the SDNY. In the first class action, which relates to Euroyen TIBOR futures contracts, the court dismissed the plaintiffs’ antitrust claims in March 2014, but declined to dismiss their claims under the Commodity Exchange Act for price manipulation. The Commodity Exchange Act claims are now the subject of a further motion to dismiss on the ground that they are impermissibly extraterritorial. The second class action relates to other derivatives allegedly tied to JPY LIBOR and Euroyen TIBOR. The court dismissed that case in March 2017 on the ground that the plaintiffs lack standing. The plaintiffs have commenced an appeal of that decision.

 

In addition to the above, five other class action complaints were filed against RBS Group companies in the SDNY, each relating to a different reference rate. The SDNY dismissed all claims against NWM Plc in the case relating to Euribor for lack of personal jurisdiction in February 2017. The SDNY dismissed, for various reasons, the case relating to the Singapore Interbank Offered Rate and Singapore Swap Offer Rate on 26 July 2019, the case relating to Pound Sterling LIBOR on 16 August 2019, and the case relating to Swiss Franc LIBOR on 16 September 2019. Plaintiffs are appealing each of these four dismissals to the United States Court of Appeals for the Second Circuit. In the fifth class action, which relates to the Australian Bank Bill Swap Reference Rate, the SDNY dismissed all claims against RBS Group companies for lack of personal jurisdiction on 26 November 2018, but plaintiffs have filed an amended complaint, which is the subject of a further motion to dismiss.

 

NWM Plc has also been named as a defendant in a motion to certify a class action relating to LIBOR in the Tel Aviv District Court in Israel. NWM Plc has filed a motion for cancellation of service. If the motion is successful then the current action will be brought to an end, although the claimants may seek to re-raise the claim in the future. If the motion is unsuccessful, or the claimants seek to re-raise the claims at a later date, NWM Plc may seek to file other potentially dispositive motions.

 

NWM Plc was defending a claim for £446.7 million in the High Court of Justice of England and Wales brought by London Bridge Holdings Ltd and others, which was settled on confidential terms in November 2019 without admission of liability.

 

Details of UK litigation claims in relation to the alleged mis-sale of interest rate hedging products (IRHPs) involving LIBOR-related allegations are set out under ‘Interest rate hedging products and similar litigation’ on page 254.

 

In January 2019, a class action antitrust complaint was filed in the SDNY alleging that the defendants (USD ICE LIBOR panel banks and affiliates) have conspired to suppress USD ICE LIBOR from 2014 to the present by submitting incorrect information to ICE about their borrowing costs. The RBS Group defendants are RBSG plc, NWM Plc, NWMSI, and NWB Plc. A motion to dismiss was filed by the defendants in August 2019, and remains pending before the court.

 

FX antitrust litigation

NWM Plc, NWMSI and / or RBSG plc, are defendants in several cases relating to NWM Plc’s foreign exchange (FX) business, each of which is pending before the same federal judge in the SDNY.

 

In 2015, NWM Plc paid US$255 million to settle the consolidated antitrust class action on behalf of persons who entered into over-the-counter FX transactions with defendants or who traded FX instruments on exchanges. That settlement received final court approval in August 2018. On 7 November 2018, some members of the settlement class who opted out of the settlement filed their own non-class complaint in the SDNY asserting antitrust claims against NWM Plc, NWMSI and other banks. On 31 December 2018, some of the same claimants, as well as others, filed proceedings in the High Court of Justice of England and Wales, asserting competition claims against NWM Plc and several other banks. The claim was served on 25 April 2019.

 

Two other FX-related class actions remain pending in the SDNY. First, there is a class action on behalf of ‘consumers and end-user businesses,’ which is proceeding against NWM Plc in the discovery phase following the SDNY’s denial of the defendants’ motions to dismiss in March 2018. Second, there is a class action on behalf of ‘indirect purchasers’ of FX instruments (which plaintiffs define as persons who transacted FX instruments with retail foreign exchange dealers that transacted directly with defendant banks). In January 2020, the parties in this case reached a settlement subject to agreement on non-monetary terms, documentation, and court approval. A provision has been established to cover the amount that NWM Plc would pay pursuant to the settlement.

 

On 27 May 2019, a class action was filed in the Federal Court of Australia against NWM Plc and other banks on behalf of persons who bought or sold currency through FX spots or forwards between 1 January 2008 and 15 October 2013 with a total transaction value exceeding AUS $0.5 million. RBSG plc has been named in the action as a ‘cartel party’, but is not a defendant. The claim was served on 28 June 2019.

 

On 29 July and 11 December 2019, two separate applications seeking opt-out collective proceedings orders were filed in the UK Competition Appeal Tribunal (‘the CAT’) against RBSG plc, NWM Plc and other banks. Both applications have been brought on behalf of persons who, between 18 December 2007 and 31 January 2013, entered into a relevant FX spot or outright forward transaction in the EEA with a relevant financial institution or on an electronic communications network. It is anticipated that the CAT will determine which of the two opt-out applications should be permitted to represent the class.

 

Two motions to certify FX-related class actions have been filed in the Tel Aviv District Court in Israel. RBSG plc and NWMSI have been named as defendants in the first motion. RBS plc has been named in the second. These motions have been consolidated but not yet served on the named RBS Group companies.

 

Certain other foreign exchange transaction related claims have been or may be threatened. RBS Group cannot predict whether any of these claims will be pursued, but expects that some may.

 

Government securities antitrust litigation

NWMSI and certain other US broker-dealers are defendants in a consolidated antitrust class action pending in the SDNY on behalf of persons who transacted in US Treasury securities or derivatives based on such instruments, including futures and options. The plaintiffs allege that defendants rigged the US Treasury securities auction bidding process to deflate prices at which they bought such securities and colluded to increase the prices at which they sold such securities to plaintiffs. The defendants’ motion to dismiss this matter remains pending.

 

Class action antitrust claims commenced in March 2019 are pending in the SDNY against NWM Plc, NWMSI and other banks in respect of Euro-denominated bonds issued by European central banks (EGBs). The complaints allege a conspiracy among dealers of EGBs to widen the bid-ask spreads they quoted to customers, thereby increasing the prices customers paid for the EGBs or decreasing the prices at which

 

RBS – Annual Report on Form 20-F 2019

253

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Litigation, investigations and reviews

customers sold the bonds. The class consists of those who purchased or sold EGBs in the US between 2007 and 2012. The defendants have filed a motion to dismiss this matter, which remains pending.

 

Swaps antitrust litigation

NWM Plc and other members of RBS Group, including RBSG plc, as well as a number of other interest rate swap dealers, are defendants in several cases pending in the SDNY alleging violations of the US antitrust laws in the market for interest rate swaps. There is a consolidated class action complaint on behalf of persons who entered into interest rate swaps with the defendants, as well as non-class action claims by three swap execution facilities (TeraExchange, Javelin, and trueEx). The plaintiffs allege that the swap execution facilities would have successfully established exchange-like trading of interest rate swaps if the defendants had not unlawfully conspired to prevent that from happening through boycotts and other means. Fact discovery in these cases is complete, and the class plaintiffs have filed a motion for class certification, which as of January 2020 is fully briefed.

 

In addition, in June 2017, TeraExchange filed a complaint against RBS Group companies, including RBSG plc, as well as a number of other credit default swap dealers, in the SDNY. TeraExchange alleges it would have established exchange-like trading of credit default swaps if the defendant dealers had not engaged in an unlawful antitrust conspiracy. On 1 October 2018, the court dismissed all claims against RBS Group companies.

 

Madoff

NWM N.V. is a defendant in two actions filed by Irving Picard, as trustee for the bankruptcy estates of Bernard L. Madoff and Bernard L. Madoff Investment Securities LLC, in bankruptcy court in New York. In both cases, the trustee alleges that certain transfers received by NWM N.V. amounted to fraudulent conveyances that should be clawed back for the benefit of the Madoff estate.

 

In the primary action, filed in December 2010, the trustee is asking the bankruptcy court for leave to file an amended complaint, seeking to clawback a total of US$276.3 million in redemptions that NWM N.V. allegedly received from certain Madoff feeder funds and certain swap counterparties. NWM N.V. is opposing the motion for leave to file an amended complaint and otherwise will seek dismissal of the claims. In the second action, filed in October 2011, the trustee seeks to recover an additional US$21.8 million. In November 2016, the bankruptcy court dismissed this case on international comity grounds, and that decision was appealed. On 25 February 2019, the United States Court of Appeals for the Second Circuit reversed the bankruptcy court’s decision. If the U.S. Supreme Court declines to review the matter, the case will return to the bankruptcy court for further proceedings.

 

Interest rate hedging products and similar litigation

RBS Group is dealing with a number of active litigation claims in the UK in relation to the alleged mis-selling of interest rate hedging products (IRHPs). In general, claimants allege that the relevant IRHPs were mis-sold to them, with some also alleging that misrepresentations were made in relation to LIBOR. Claims have been brought by customers who were considered under the UK Financial Conduct Authority (FCA) redress programme for IRHPs, as well as customers who were outside of the scope of that programme, which was closed to new entrants in March 2015. RBS Group remains exposed to potential claims from customers who were either ineligible to be considered for redress or who are dissatisfied with their redress offers.

 

Separately, NWM Plc is defending claims filed in France by three French local authorities relating to structured interest rate swaps. NWM N.V. was named as a co-defendant in two of the three claims. The plaintiffs allege, among other things, that the swaps are void for being illegal transactions, that they were mis-sold, and that information / advisory duties were breached. One of the three claims is being appealed to the Supreme Court, one is being remitted from the Supreme Court to the Court of Appeal for reconsideration of one aspect, and one remains to be heard before the lower court.

 

Tax dispute

HMRC issued a tax assessment in 2012 against RBSG plc for approximately £86 million regarding a value-added-tax (‘VAT’) matter in relation to the trading of European Union Allowances (‘EUAs’) by a joint venture subsidiary in 2009. RBSG plc has lodged an appeal, which is still to be heard, before the First-tier Tribunal (Tax), a specialist tax tribunal, challenging the assessment (the ‘Tax Dispute’). In the event that the assessment is upheld, interest and costs would be payable, and a penalty of up to 100 per cent of the VAT held to have been legitimately denied by HMRC could also be levied. Separately, NWM Plc is a named defendant in civil proceedings before the High Court of Justice of England and Wales brought in 2015 by ten companies (all in liquidation) (the ‘Liquidated Companies’) and their respective liquidators (together, ‘the Claimants’). The Liquidated Companies previously traded in EUAs in 2009 and are alleged to be defaulting traders within (or otherwise connected to) the EUA supply chains forming the subject of the Tax Dispute. The Claimants claim approximately £71.4 million plus interest and costs and allege that NWM Plc dishonestly assisted the directors of the Liquidated Companies in the breach of their statutory duties and/or knowingly participated in the carrying on of the business of the Liquidated Companies with intent to defraud creditors. The trial in that matter concluded on 20 July 2018 and judgment is awaited.

 

US Anti-Terrorism Act litigation

NWB Plc is defending lawsuits filed in the United States District Court for the Eastern District of New York by a number of US nationals (or their estates, survivors, or heirs) who were victims of terrorist attacks in Israel. The plaintiffs allege that NWB Plc is liable for damages arising from those attacks pursuant to the US Anti-Terrorism Act because NWB Plc previously maintained bank accounts and transferred funds for the Palestine Relief & Development Fund, an organisation which plaintiffs allege solicited funds for Hamas, the alleged perpetrator of the attacks.

 

In October 2017, the trial court dismissed claims against NWB Plc with respect to two of the 18 terrorist attacks at issue. In March 2018, the trial court granted a request by NWB Plc for leave to file a renewed summary judgment motion in respect of the remaining claims, and in March 2019, the court granted summary judgment in favour of NWB Plc. The plaintiffs have commenced an appeal of the judgment to the United States Court of Appeals for the Second Circuit.

 

NWM N.V. and certain other financial institutions, are defendants in several actions pending in the United States District Courts for the Eastern and Southern Districts of New York, filed by a number of US nationals (or their estates, survivors, or heirs), most of whom are or were US military personnel, who were killed or injured in attacks in Iraq between 2003 and 2011. NWM Plc is also a defendant in some of these cases.

 

The attacks at issue in the cases were allegedly perpetrated by Hezbollah and certain Iraqi terror cells allegedly funded by the Islamic Republic of Iran. According to the plaintiffs’ allegations, the defendants are liable for damages arising from the attacks because they allegedly conspired with Iran and certain Iranian banks to assist Iran in transferring money to Hezbollah and the Iraqi terror cells, in violation of the US Anti-Terrorism Act, by agreeing to engage in ‘stripping’ of transactions initiated by the Iranian banks so that the Iranian nexus to the transactions would not be detected.

 

The first of these actions was filed in the United States District Court for the Eastern District of New York in November 2014. On 16 September 2019, the district court dismissed the case, finding that the claims were deficient for several reasons, including lack of sufficient

 

RBS – Annual Report on Form 20-F 2019

254

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Litigation, investigations and reviews

allegations as to the alleged conspiracy and causation. The plaintiffs are appealing the decision to the United States Court of Appeals for the Second Circuit. Another action, filed in the SDNY in 2017, was dismissed on 28 March 2019 on similar grounds. The dismissal is subject to re-pleading by the plaintiffs or appeal. Other follow-on actions that are substantially similar to the two that have now been dismissed are pending in the same courts.

 

Securities underwriting litigation

NWMSI is an underwriter defendant in several securities class actions in the US in which plaintiffs generally allege that an issuer of public debt or equity securities, as well as the underwriters of the securities (including NWMSI), are liable to purchasers for misrepresentations and omissions made in connection with the offering of such securities.

 

Investigations and reviews

RBS Group’s businesses and financial condition can be affected by the actions of various governmental and regulatory authorities in the UK, the US, the EU and elsewhere. RBS Group has engaged, and will continue to engage, in discussions with relevant governmental and regulatory authorities, including in the UK, the US, the EU and elsewhere, on an ongoing and regular basis, and in response to informal and formal inquiries or investigations, regarding operational, systems and control evaluations and issues including those related to compliance with applicable laws and regulations, including consumer protection, business conduct, competition / anti-trust, anti-bribery, anti-money laundering and sanctions regimes.

 

The NatWest Markets business in particular has been providing, and continues to provide, information regarding a variety of matters, including, for example, the setting of benchmark rates and related derivatives trading, conduct in the foreign exchange market, and various issues relating to the issuance, underwriting, and sales and trading of fixed-income securities, including structured products and government securities, some of which have resulted, and others of which may result, in investigations or proceedings.

 

Any matters discussed or identified during such discussions and inquiries may result in, among other things, further inquiry or investigation, other action being taken by governmental and regulatory authorities, increased costs being incurred by RBS Group, remediation of systems and controls, public or private censure, restriction of RBS Group’s business activities and/or fines. Any of the events or circumstances mentioned in this paragraph or below could have a material adverse effect on RBS Group, its business, authorisations and licences, reputation, results of operations or the price of securities issued by it.

 

RBS Group is co-operating fully with the investigations and reviews described below.

 

US investigations relating to fixed-income securities

In the US, RBS Group companies have in recent years been involved in investigations relating to, among other things, issuance, underwriting and trading in RMBS and other mortgage-backed securities and collateralised debt obligations (CDOs). Investigations by the US Department of Justice (DoJ) and several state attorneys general relating to the issuance and underwriting of RMBS were previously resolved. Certain other state attorneys general have sought information regarding similar issues, and RBS Group is aware that at least one such investigation is ongoing.

 

In October 2017, NWMSI entered into a non-prosecution agreement (NPA) with the United States Attorney for the District of Connecticut (USAO) in connection with alleged misrepresentations to counterparties relating to secondary trading in various forms of asset-backed securities. In the NPA, the USAO agreed not to file criminal charges relating to certain conduct and information described in the NPA, conditioned on NWMSI and affiliated companies complying with the NPA’s reporting and conduct requirements during its term, including by not engaging in conduct during the NPA that the USAO determines was a felony under federal or state law or a violation of the anti-fraud provisions of the United States securities law.

 

The RBS Group’s NatWest Markets business is currently responding to a separate criminal investigation by the USAO concerning unrelated securities trading in 2018 by certain former traders of NWM Plc, involving alleged spoofing, which was reported in connection with the NPA. In January 2020, the NPA was extended for a fourth time (for three additional months) to accommodate advanced discussions with the USAO and the DoJ concerning potential resolution of the criminal investigation into alleged spoofing as well as the impact of that conduct and any such resolution on the status of the NPA and the potential consequences thereof. The duration and outcome of these matters remain uncertain, including in respect of whether settlement may be reached. Material adverse collateral consequences, in addition to further substantial costs and the recognition of further provisions may occur depending on the outcome of the investigation, as further described in the Risk Factor relating to legal, regulatory and governmental actions and investigations set out on page 297.

 

Foreign exchange related investigations

In May and June 2019, RBSG plc and NWM Plc reached settlements totalling approximately EUR 275 million in connection with the EC and certain other related competition law investigations into FX trading. The aggregate amount was fully covered by existing provisions in NWM Plc. NWM Plc continues to co-operate with ongoing investigations from competition authorities on similar issues relating to past FX trading. The exact timing and amount of future financial penalties, related risks and collateral consequences remain uncertain and may be material.

 

In 2014 and 2015, NWM Plc paid significant penalties to resolve investigations into its FX business by the FCA, the CFTC, the DoJ, and the Board of Governors of the Federal Reserve System (Federal Reserve). As part of its plea agreement with the DoJ, NWM Plc pled guilty to a one-count information charging an antitrust conspiracy occurring between as early as December 2007 to at least April 2010. NWM Plc admitted that it knowingly, through one of its Euro/US dollar currency traders, joined and participated in a conspiracy to eliminate competition in the purchase and sale of the Euro/US dollar currency pair exchanged in the FX spot market. On 5 January 2017, the United States District Court for the District of Connecticut imposed a sentence on NWM Plc consisting of a US$395 million fine and a three-year probation, which ended in January 2020.

 

As part of the settlement with the Federal Reserve, NWM Plc and NWMSI entered into a cease and desist order (the FX Order). In the FX Order, which is publicly available and will remain in effect until terminated by the Federal Reserve, NWM Plc and NWMSI agreed to take certain remedial actions with respect to FX activities and certain other designated market activities, including the creation of an enhanced written internal controls and compliance programme, an improved compliance risk management programme, and an enhanced internal audit programme. NWM Plc and NWMSI are obligated to implement and comply with these programmes as approved by the Federal Reserve, and are also required to conduct, on an annual basis, a review of applicable compliance policies and procedures and a risk-focused sampling of key controls.

 

FCA review of RBS Group’s treatment of SMEs

In 2014, the FCA appointed an independent Skilled Person under section 166 of the Financial Services and Markets Act 2000 to review RBS Group’s treatment of SME customers whose relationship was managed by RBS Group’s Global Restructuring Group (GRG) in the period 1 January 2008 to 31 December 2013.

 

The Skilled Person delivered its final report to the FCA during September 2016, and the FCA published an update in November 2016. In response, RBS Group announced redress steps for SME customers in the UK and the Republic of Ireland that were in GRG between 2008 and 2013. These steps were (i) an automatic refund of certain complex fees; and (ii) a new complaints process, overseen by

 

RBS – Annual Report on Form 20-F 2019

255

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Litigation, investigations and reviews

an independent third party. The complaints process has since closed to new complaints.

 

RBS Group’s remaining provisions in relation to these matters at 31 December 2019 were £106 million.

 

In July 2018, the FCA confirmed that it had concluded its investigation and that it did not intend to take disciplinary or prohibitory action against any person in relation to these matters. On 13 June 2019, the FCA published a full report explaining how it had reached that conclusion.

 

Investment advice review

As a result of an FSA review in 2013, the FCA required RBS Group to carry out a past business review and customer contact exercise on a sample of historic customers who received investment advice on certain lump sum products, during the period from March 2012 to December 2012. The review was conducted under section 166 of the Financial Services and Markets Act 2000. Redress was paid to certain customers in that sample group.

 

RBS Group later agreed with the FCA that it would carry out a wider review/remediation exercise relating to certain investment, insurance and pension sales from 1 January 2011 to 1 April 2015. That exercise is now complete. Phase 2 (covering sales in 2010) started in April 2018 and, with the exception of a small cohort of former customers for whom there is an extended completion date, was materially completed by the end of 2019, with full completion and formal closure expected by the end of June 2020.

 

In addition, RBS Group agreed with the FCA that it would carry out a remediation exercise, for a specific customer segment who were sold a particular structured product. Redress was paid to certain customers who took out the structured product. This remediation activity was completed in December 2019.

 

RBS Group’s remaining provisions in relation to these matters at 31 December 2019 were less than £10 million. During October 2019, the FCA notified RBS Group of its intention to appoint a Skilled Person under section 166 of the Financial Services and Markets Act 2000 to conduct a review of whether RBS Group’s past business review of investment advice provided during 2010 to 2015 was subject to appropriate governance and accountability and led to appropriate customer outcomes. RBS Group is co-operating with the Skilled Person’s review, which is expected to conclude during Q1 2020.

 

Packaged accounts

RBS Group has had dedicated resources in place since 2013 to investigate and resolve packaged account complaints on an individual basis The FCA conducted a thematic review of packaged bank accounts across the UK from October 2014 to April 2016, the results of which were published in October 2016. RBS Group made amendments to its sales process and complaints procedures to address the findings from that review.

 

RBS Group’s remaining provisions in relation to these matters at 31 December 2019 were £23 million.

 

FCA investigation into RBS’s compliance with the Money Laundering Regulations 2007

In July 2017, the FCA notified RBS Group that it was undertaking an investigation into RBS Group’s compliance with the Money Laundering Regulations 2007 in relation to certain customers. There are currently two areas under review: (1) compliance with Money Laundering Regulations in respect of Money Service Business customers; and (2) the Suspicious Transactions regime in relation to the events surrounding particular customers. The investigations in both areas are assessing both criminal and civil culpability. RBS Group is cooperating with the investigations, including responding to information requests from the FCA.

 

Systematic Anti-Money Laundering Programme assessment

In December 2018, the FCA commenced a Systematic Anti-Money Laundering Programme assessment of RBS Group. The FCA provided its written findings to RBS Group on 28 June 2019, and RBS Group responded on 8 August 2019. On 28 August 2019, the FCA instructed RBS Group to appoint a Skilled Person to provide assurance on financial crime governance arrangements in relation to two financial crime change programmes. RBS Group is cooperating with the Skilled Person’s review, which is expected to conclude during Q1 2020. It is not yet possible to assess the likely impact of these matters.

 

Payment Protection Insurance (PPI)

Since 2011, RBS Group has been implementing the FCA’s policy statement for the handling of complaints about the mis-selling of PPI (Policy Statement 10/12). In August 2017, the FCA’s new rules and guidance on PPI complaints handling (Policy Statement 17/3) came into force. The Policy Statement introduced new, so-called ‘Plevin’ rules, under which customers may be eligible for redress if the bank earned a high level of commission from the sale of PPI, but did not disclose this detail at the point of sale. The Policy Statement also introduced a two year PPI deadline for making new PPI complaints, which expired on 29 August 2019.

 

RBS Group has made provisions totalling £6.2 billion to date for PPI claims, including an additional provision of £900 million taken at 30 September 2019, reflecting greater than predicted complaints volumes in the lead up to the 29 August 2019 deadline. £5.0 billion of these provisions had been utilised by 31 December 2019.

 

FCA mortgages market study

In December 2016, the FCA launched a market study into the provision of mortgages. On 26 March 2019 the final report was published. This found that competition was working well for many customers but also proposed remedies to help customers shop around more easily for mortgages. A period of consultation is underway and the FCA has indicated that it intends to provide updates on the remedies in due course.

 

US/Swiss tax programme

In December 2015, Coutts & Co Ltd, a member of RBS Group, incorporated in Switzerland, entered into a four-year non-prosecution agreement (the NPA) with the DoJ that required it to pay a penalty of US$78.5 million. This was entered into as part of the DoJ’s programme for Swiss banks, related to its investigations of the role that Swiss banks played in concealing the assets of US tax payers in offshore accounts (US related accounts). On 20 December 2019, Coutts & Co Ltd agreed to pay an additional $US27.9 million penalty relating to additional US related accounts that is had not identified and disclosed to DOJ at the time the NPA was executed in 2015. The additional penalty amount has been paid. The four-year term of the NPA has now expired, though certain document preservation and cooperation obligations continue.

 

Enforcement proceedings and investigations in relation to Coutts & Co Ltd

In February 2017, the Swiss Financial Market Supervisory Authority (FINMA) took enforcement action against Coutts & Co Ltd with regard to failures of money laundering checks and controls on certain client accounts that were connected with the Malaysian sovereign wealth fund, 1MDB, and were held with Coutts & Co Ltd. FINMA accordingly required Coutts & Co Ltd to disgorge profits of CHF 6.5 million. With the exception of one administrative criminal proceeding against a former employee of Coutts & Co Ltd, there are no administrative or regulatory proceedings pending against current or former employees. In addition, the Monetary Authority of Singapore (MAS)’s supervisory examination of Coutts & Co Ltd’s Singapore branch revealed breaches of anti-money laundering requirements. MAS imposed on Coutts & Co Ltd financial penalties amounting to SGD 2.4 million in December 2016.

 

RBS – Annual Report on Form 20-F 2019

256

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

26 Memorandum items continued

Litigation, investigations and reviews

Response to reports concerning certain historic Russian and Lithuanian transactions

Media coverage in March 2019 highlighted an alleged money laundering scheme involving Russian and Lithuanian entities between 2006 and 2013. The media reports alleged that certain European banks, including ABN AMRO and at least one US bank, were involved in processing certain transactions associated with this scheme. RBS Group has responded to regulatory requests for information.

 

Review and investigation of treatment of tracker mortgage customers in Ulster Bank Ireland DAC

In December 2015, the Central Bank of Ireland (CBI) announced that it had written to a number of lenders requiring them to put in place a robust plan and framework to review the treatment of customers who had been sold mortgages with a tracker interest rate, or with a tracker interest rate entitlement. The CBI stated that the intended purpose of the review was to identify any cases where customers’ contractual rights under the terms of their mortgage agreements were not fully honoured, or where lenders did not fully comply with various regulatory requirements and standards regarding disclosure and transparency for customers. The CBI required Ulster Bank Ireland DAC (UBI DAC), a member of RBS Group incorporated in the Republic of Ireland, to participate in this review. UBI DAC submitted its phase 2 report to the CBI in March 2017, identifying impacted customers. The redress and compensation phase (phase 3) has now concluded although an appeals process is currently anticipated to run until at least the end of 2020.

 

RBS Group has made provisions totalling 312 million (£266 million) to date for this matter, of which 269 million (£229 million) had been utilised by 31 December 2019.

 

Separately, in April 2016, the CBI notified UBI DAC that it was also commencing an investigation under its Administrative Sanctions Procedure into suspected breaches of the Consumer Protection Code 2006 during the period 4 August 2006 to 30 June 2008 in relation to certain customers who switched from tracker mortgages to fixed rate mortgages. This investigation remains ongoing and UBI DAC continues to co-operate with the CBI.

 

As part of an internal review of the wider retail and commercial loan portfolios extending from the tracker mortgage examination programme, UBI DAC identified further legacy business issues. A programme remains ongoing to identify and remediate impacted customers. RBS Group has made provisions totalling 167 million (£142 million), of which 111 million (£94 million) had been utilised by 31 December 2019.

 

27 Analysis of the net investment in business interests and intangible assets

 

2019

2018 

2017 

Acquisitions and disposals

£m 

£m 

£m 

Fair value given for businesses acquired (1)

(55)

(113)

(131)

Additional investment in associates

(9)

Net outflow of cash in respect of acquisitions

(55)

(122)

(131)

Net assets/(liabilities) sold

351

177

Non-cash consideration

(15)

Profit on disposal

155

Net cash and cash equivalents disposed

Net inflow/(outflow) of cash in respect of disposals

351

317

Dividends received from associates

5

(1)

Cash expenditure on intangible assets

(380)

(372)

(384)

Net (outflow)/inflow 

(84)

(489)

(199)

 

Note:

(1)       2019 includes the purchase of Free agent.

 

28 Analysis of changes in financing during the year

 

Share capital, share premium,

paid-in equity and merger reserve

Subordinated liabilities

MRELs

2019

2018 

2017 

2019

2018 

2017 

2019

2018 

2017 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

At 1 January

28,015

27,791 

52,979 

10,535

12,722 

19,419 

16,821

9,202

6,832

Issue of ordinary shares

17

144 

306 

Redemption of paid-in equity

— 

(720)

Issue of subordinated liabilities

577

Redemption of subordinated liabilities

(1,108)

(2,258)

(5,747)

Interest on subordinated liabilities

(510)

(566)

(717)

Issue of MRELs

3,640

6,996

3,612

Maturity/redemption of MRELs

(1,285)

(774)

Interest on MRELs

(428)

(237)

(139)

Net cash (outflow)/inflow from financing

17

144 

(414)

(1,041)

(2,824)

(6,464)

1,927

6,759

2,699

Transfer to retained earnings

— 

(25,789)

Ordinary shares issued in respect of employee share schemes

95

80 

71 

Redemption of debt preference shares

— 

748 

Other adjustments including foreign exchange

— 

196 

485

637

(233)

501

860

(329)

At 31 December

28,127

28,015 

27,791 

9,979

10,535 

12,722 

19,249

16,821

9,202

 

RBS – Annual Report on Form 20-F 2019

257

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

29 Analysis of cash and cash equivalents

 

2019

2018 

2017 

£m 

£m 

£m 

At 1 January

  - cash

88,897

98,337 

88,414 

  - cash equivalents

20,039

24,268 

10,156 

108,936

122,605 

98,570 

Net cash outflow

(8,348)

(13,669)

24,035 

At 31 December

100,588

108,936

122,605 

Comprising:

Cash and balances at central banks

77,858

88,897

98,337 

Treasury bills and debt securities

1,064

83

427 

Net loans to banks

21,666

19,956

23,841 

Cash and cash equivalents

100,588

108,936

122,605 

 

Note:

(1)       Includes cash collateral posted with bank counterparties in respect of derivative liabilities of £7,570 million (2018 - £7,302 million; 2017 - £6,683 million).

 

Certain members of RBS Group are required by law or regulation to maintain balances with the central banks in the jurisdictions in which they operate. These balances are set out below.

 

2019

2018 

2017 

Bank of England

£1.0bn

£0.9bn

£0.6bn

De Nederlandsche Bank

0.1bn

0.1bn

0.1bn

 

30 Directors’ and key management remuneration

 

2019

2018

Directors’ remuneration

£000

£000

Non Executive Directors

1,881

2,001

Chairman and executive directors

  - emoluments

4,783

4,657

6,664

6,658

Amounts receivable under long-term incentive plans and share option plans

741

Total

7,405

6,658

 

No directors accrued benefits under defined benefit schemes or money purchase schemes during 2019 and 2018.

 

The executive directors may participate in the company’s long-term incentive plans, executive share option and sharesave schemes and details of their interests in the company’s shares arising from their participation are given in the Directors’ remuneration report. Details of the remuneration received by each director are also given in the Directors’ remuneration report.

 

Compensation of key management

The aggregate remuneration of directors and other members of key management during the year was as follows:

 

2019

2018 

£000

£000

Short-term benefits

22,067

20,316

Post-employment benefits

401

82

Share-based payments

2,435

24,903

20,398

 

A new board and committee operating model was introduced in 2018 in order to align with UK ring-fencing requirements. The definition of key management has been revised and now comprises members of the RBSG plc and NWH Ltd Boards, members of the RBSG plc and NWH Ltd Executive Committees, and the Chief Executives of NatWest Markets Plc and RBS International (Holdings) Limited. This is on the basis that these individuals have been identified as Persons Discharging Managerial Responsibilities of RBSG plc under the new governance structure.

 

31 Transactions with directors and key management

At 31 December 2019, amounts outstanding in relation to transactions, arrangements and agreements entered into by authorised institutions in RBS Group, as defined in UK legislation, were £741,550 in respect of loans to seven persons who were directors of the company at any time during the financial period.

 

For the purposes of IAS 24 ‘Related Party Disclosures’, key management comprise directors of the company and Persons Discharging Managerial Responsibilities (PDMRs) of RBSG plc under the new governance structure. The captions in the RBS Group’s primary financial statements include the following amounts attributable, in aggregate, to key management:

 

2019

2018

£000

£000

Loans to customers

1,662

1,544

Customer deposits

37,727

31,361

 

Key management have banking relationships with RBS Group entities which are entered into in the normal course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or present other unfavourable features.

 

RBS – Annual Report on Form 20-F 2019

258

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

32 Related parties

UK Government

On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc. The UK Government’s shareholding is managed by UK Government Investments Limited, a company wholly owned by the UK Government. As a result, the UK Government and UK Government controlled bodies became related parties of RBS Group.

 

In 2015, HM Treasury sold 630 million of RBSG plc’s ordinary shares and a further 925 million in June 2018. At 31 December 2019, HM Treasury’s holding in the company’s ordinary shares was 62.1%.

 

RBS Group enters into transactions with many of these bodies on an arm’s length basis. Transactions include the payment of: taxes – principally UK corporation tax (Note 7) and value added tax; national insurance contributions; local authority rates; and regulatory fees and levies (including the bank levy (Note 3) and FSCS levies (Note 26) together with banking transactions such as loans and deposits undertaken in the normal course of banker-customer relationships.

 

Bank of England facilities

RBS Group may participate in a number of schemes operated by the Bank of England in the normal course of business.

 

Members of RBS Group that are UK authorised institutions are required to maintain non-interest bearing (cash ratio) deposits with the Bank of England amounting to 0.324% of their average eligible liabilities in excess of £600 million. They also have access to Bank of England reserve accounts: sterling current accounts that earn interest at the Bank of England Rate.

 

RBS Group provides guarantees for certain subsidiary liabilities to the Bank of England.

 

Other related parties

(a)        In their roles as providers of finance, RBS companies provide development and other types of capital support to businesses. These investments are made in the normal course of business. In some instances, the investment may extend to ownership or control over 20% or more of the voting rights of the investee company. However, these investments are not considered to give rise to transactions of a materiality requiring disclosure under IAS 24.

(b)        RBS recharges The Royal Bank of Scotland Group Pension Fund with the cost of administration services incurred by it. The amounts involved are not material to RBS Group.

(c)        In accordance with IAS 24, transactions or balances between RBS entities that have been eliminated on consolidation are not reported.

(d)       The captions in the primary financial statements of the parent company include amounts attributable to subsidiaries. These amounts have been disclosed in aggregate in the relevant notes to the financial statements.

 

33 Post balance sheet events

RBS Group intends to refocus the NatWest Markets business and estimates it will incur exit, restructuring and disposal costs of around £0.6 billion in 2020. This estimate may be revised as plans to refocus the business are finalised.

 

RBS – Annual Report on Form 20-F 2019

259

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information

 

NatWest Markets Plc (‘NWM Plc’) is a wholly owned subsidiary of The Royal Bank of Scotland Group plc (‘RBSG plc’) and was able to offer and sell certain securities in the US from time to time pursuant to a registration statement on Form F-3 filed with the SEC with a full and unconditional guarantee from RBSG plc.

 

NWM Plc utilises an exception provided in Rule 3-10 of Regulation S-X, and therefore does not file its financial statements with the SEC. In accordance with the requirements to qualify for the exception, presented below is condensed consolidating financial information for:

 

·                  RBSG plc on a stand-alone basis as guarantor;

 

·                  NWM Plc on a stand-alone basis as issuer;

 

·                  Non-guarantor Subsidiaries of RBSG plc and NWM Plc on a combined basis (‘Subsidiaries’);

 

·                 Consolidation adjustments; and

 

·                  RBSG plc consolidated amounts (‘RBS Group’).

 

Under IAS 27, RBSG plc and NWM Plc account for investments in their subsidiary undertakings at cost less impairment. Regulation S-X requires a company to account for its investments in subsidiary undertakings using the equity method, which would increase the results for the period of RBSG plc and increase NWM Plc in the information below by £811 million and £149 million respectively for the year ended 31 December 2019 (decrease £332 million and increase £1,546 million, respectively, for the year ended 31 December 2018).

 

The net assets of RBSG plc would be decreased and NWM Plc increased in the information below by £10,240 million and  £276 million respectively at 31 December 2019 (decreased by £8,651 million and increased by £165 million respectively at 31 December 2018).

 

NWM Plc Disposal groups and discontinued operations NatWest Holdings Limited

 

In preparation for ring-fencing, the transfer of the NWM Plc Personal Banking (PB), Commercial & Private Banking (CPB) and certain parts of Central items and NatWest Markets to subsidiaries of NatWest Holdings Limited was completed on 30 April 2018. Accordingly, all of the NWM Plc activities to be undertaken by NatWest Holdings Limited and its subsidiaries are classified as disposal groups in the NWM Plc accounts at 30 June 2018 and presented as discontinued operations. On 29 June 2018, the distribution of NatWest Holdings Limited by NWM Plc to RBSG Plc was approved and accounted for as income by RBSG plc.

 

RBS – Annual Report and Accounts 2019

260

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Income statement

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

For the year ended 31 December 2019

£m

£m

£m

£m

£m

Net interest income

(628)

(127)

8,368

434

8,047

Non-interest income

3,467

815

3,186

(1,262)

6,206

Total income

2,839

688

11,554

(828)

14,253

Operating expenses

(42)

(1,101)

(8,049)

(133)

(9,325)

Impairment releases/(losses)

2

50

(785)

37

(696)

Operating profit/(loss) before tax

2,799

(363)

2,720

(924)

4,232

Tax

(71)

94

(863)

408

(432)

Profit/(loss) from continuing operations

2,728

(269)

1,857

(516)

3,800

Profit/(loss) from discontinued operations, net of tax

Profit/(loss) for the year

2,728

(269)

1,857

(516)

3,800

Attributable to:

Ordinary shareholders

2,322

(329)

1,539

(399)

3,133

Preference shareholders

39

39

Paid-in equity holders

367

60

315

(375)

367

Non-controlling interests

3

258

261

2,728

(269)

1,857

(516)

3,800

 

Statement of comprehensive income

 

Consolidation

For the year ended 31 December 2019

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

£m

£m

£m

£m

£m

Profit/(loss) for the year

2,728

(269)

1,857

(516)

3,800

Items that do not qualify for reclassification

Remeasurement of retirement benefit schemes

- other movements

(49)

(93)

(142)

Changes in fair value of credit in financial liabilities

  designated at FVTPL due to own credit risk

(71)

(118)

(189)

Fair value through other comprehensive income (FVOCI)

  financial assets

(164)

93

(71)

Tax

32

(4)

28

(252)

(122)

(374)

Items that do qualify for reclassification

Fair value through other comprehensive income (FVOCI)

  financial assets

20

(25)

(9)

(14)

Cash flow hedges

(21)

28

317

(30)

294

Currency translation

(32)

742

(2,546)

(1,836)

Tax

5

(4)

(79)

(92)

(170)

(16)

12

955

(2,677)

(1,726)

Other comprehensive (loss)/income after tax

(16)

(240)

833

(2,677)

(2,100)

Total comprehensive income/(loss) for the year

2,712

(509)

2,690

(3,193)

1,700

Total comprehensive income/(loss) is attributable to:

Ordinary shareholders

2,306

(569)

2,372

(3,065)

1,044

Preference shareholders

39

39

Paid-in equity holders

367

60

315

(375)

367

Non - controlling interests

(3)

247

250

2,712

(509)

2,690

(3,193)

1,700

 

 

RBS – Annual Report and Accounts 2019

261

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Income statement

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

For the year ended 31 December 2018*

£m

£m

£m

£m

£m

Net interest income

(368)

(239)

8,028

1,235

8,656

Non-interest income

2,794

1,002

3,740

(2,790)

4,746

Total income

2,426

763

11,768

(1,555)

13,402

Operating expenses

(85)

(1,262)

(6,855)

(1,443)

(9,645)

Impairment releases/(losses)

1

89

(429)

(59)

(398)

Operating profit/(loss) before tax

2,342

(410)

4,484

(3,057)

3,359

Tax

149

51

(1,276)

(132)

(1,208)

Profit/(loss) from continuing operations

2,491

(359)

3,208

(3,189)

2,151

Profit/(loss) from discontinued operations, net of tax

54

(54)

Profit/(loss) for the year

2,491

(305)

3,208

(3,243)

2,151

Attributable to:

Ordinary shareholders

1,954

(305)

3,246

(3,273)

1,622

Preference shareholders

182

182

Paid-in equity holders

355

355

Non-controlling interests

(38)

30

(8)

2,491

(305)

3,208

(3,243)

2,151

 

Statement of comprehensive income

 

Consolidation

For the year ended 31 December 2018*

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

£m

£m

£m

£m

£m

Profit/(loss) for the year

2,491

(305)

3,208

(3,243)

2,151

Items that do not qualify for reclassification

Remeasurement of retirement benefit schemes

- contributions in preparation for ring-fencing (1)

(53)

(2,000)

(2,053)

- other movements

(9)

95

86

Changes in fair value of credit in financial liabilities

  designated at FVTPL due to own credit risk

121

79

200

Fair value through other comprehensive income (FVOCI)

  financial assets

22

28

(2)

48

Tax

(24)

526

502

57

(1,272)

(2)

(1,217)

Items that do qualify for reclassification

Fair value through other comprehensive income (FVOCI)

  financial assets

(339)

808

(462)

7

Cash flow hedges

78

223

(550)

(332)

(581)

Currency translation

168

(2,488)

2,630

310

Tax

(15)

36

40

128

189

63

88

(2,190)

1,964

(75)

Other comprehensive income/(loss) after tax

63

145

(3,462)

1,962

(1,292)

Total comprehensive income/(loss) for the year

2,554

(160)

(254)

(1,281)

859

Total comprehensive income/(loss) is attributable to:

Ordinary shareholders

2,017

(160)

(151)

(1,401)

305

Preference shareholders

182

182

Paid-in equity holders

355

355

Non-controlling interests

(103)

120

17

2,554

(160)

(254)

(1,281)

859

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

RBS – Annual Report and Accounts 2019

262

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Income statement

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

For the year ended 31 December 2017*

£m

£m

£m

£m

£m

Net interest income

203

(26)

6,157

2,653

8,987

Non-interest income

1,390

909

(674)

2,521

4,146

Total income

1,593

883

5,483

5,174

13,133

Operating expenses

(122)

(1,601)

(3,946)

(4,732)

(10,401)

Impairment releases/(losses)

77

(370)

(200)

(493)

Operating profit/(loss) before tax

1,471

(641)

1,167

242

2,239

Tax

(94)

168

(853)

48

(731)

Profit/(loss) from continuing operations

1,377

(473)

314

290

1,508

(Loss)/profit from discontinued operations, net of tax

(510)

510

Profit/(loss) for the year

1,377

(983)

314

800

1,508

Attributable to:

Ordinary shareholders

660

(983)

309

766

752

Preference shareholders

234

234

Paid-in equity holders

483

4

487

Non-controlling interests

5

30

35

1,377

(983)

314

800

1,508

 

Statement of comprehensive income

 

Consolidation

For the year ended 31 December 2017*

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

£m

£m

£m

£m

£m

Profit/(loss)for the year

1,377

(983)

314

800

1,508

Items that do not qualify for reclassification

Profit on remeasurement of retirement benefit schemes

4

86

90

Loss on fair value of credit in financial liabilities designated at

fair value through profit or loss due to own credit risk

(68)

(58)

(126)

Tax

(18)

8

(10)

(82)

36

(46)

Items that do qualify for reclassification

Available-for-sale financial assets

52

(341)

315

26

Cash flow hedges

(204)

(424)

(24)

(417)

(1,069)

Currency translation

(22)

495

(373)

100

Tax

38

93

20

105

256

(166)

(301)

150

(370)

(687)

Other comprehensive (loss)/income after tax

(166)

(383)

186

(370)

(733)

Total comprehensive income/(loss) for the year

1,211

(1,366)

500

430

775

Total comprehensive income/(loss) is attributable to:

Ordinary shareholders

494

(1,366)

500

374

2

Preference shareholders

234

234

Paid-in equity holders

483

4

487

Non-controlling interests

52

52

1,211

(1,366)

500

430

775

 

*Restated for IAS12 ‘income taxes’ refer to accounting policy 1, Other amendments to IFRS, for further details.

 

RBS – Annual Report and Accounts 2019

263

 

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Balance sheet

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

At 31 December 2019

£m

£m

£m

£m

£m

Assets

Cash and balances at central banks

9,953

67,905

77,858

Trading assets

57,768

18,980

(3)

76,745

Derivatives

979

147,458

6,507

(4,915)

150,029

Settlement balances

3,353

1,034

4,387

Loans to banks - amortised cost

238

10,437

14

10,689

Loans to customers - amortised cost

6,910

320,050

(13)

326,947

Amount due from holding company and fellow subsidiaries

25,018

7,145

10,157

(42,320)

Other financial assets

277

11,636

49,816

(277)

61,452

Intangible assets

6,320

302

6,622

Other assets

55,809

3,592

9,583

(60,674)

8,310

Total assets

82,083

248,053

500,789

(107,886)

723,039

Liabilities

Bank deposits

2,038

18,456

(1)

20,493

Customer deposits

2,247

366,998

2

369,247

Amount due to holding company and fellow subsidiaries

439

16,858

25,023

(42,320)

Settlement balances

2,648

1,421

4,069

Trading liabilities

53,576

20,376

(3)

73,949

Derivatives

711

142,390

8,695

(4,917)

146,879

Other financial liabilities

19,331

16,880

9,091

(82)

45,220

Subordinated liabilities

7,647

590

1,885

(143)

9,979

Other liabilities

168

1,195

8,454

(170)

9,647

Total liabilities

28,296

238,422

460,399

(47,634)

679,483

Owners’ equity

53,787

9,631

40,381

(60,252)

43,547

Non-controlling interests

9

9

Total equity

53,787

9,631

40,390

(60,252)

43,556

Total liabilities and equity

82,083

248,053

500,789

(107,886)

723,039

 

RBS – Annual Report and Accounts 2019

264

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Balance sheet

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

At 31 December 2018

£m

£m

£m

£m

£m

Assets

Cash and balances at central banks

11,095

77,802

88,897

Trading assets

61,990

13,228

(99)

75,119

Derivatives

543

134,291

1,232

(2,717)

133,349

Settlement balances

1,421

1,507

2,928

Loans to banks - amortised cost

454

12,527

(34)

12,947

Loans to customers - amortised cost

7,908

297,200

(19)

305,089

Amount due from holding company and fellow subsidiaries

22,791

11,800

16,877

(51,468)

Other financial assets

241

10,995

48,481

(232)

59,485

Intangible assets

6,314

302

6,616

Other assets

56,773

2,087

10,968

(60,023)

9,805

Total assets

80,348

242,041

486,136

(114,290)

694,235

Liabilities

Bank deposits

2,777

20,596

(76)

23,297

Customer deposits

2,390

358,531

(7)

360,914

Amount due to holding company and fellow subsidiaries

635

23,505

27,328

(51,468)

Settlement balances

1,977

1,089

3,066

Trading liabilities

54,540

17,909

(99)

72,350

Derivatives

445

129,974

1,195

(2,717)

128,897

Other financial liabilities

16,821

15,621

7,283

7

39,732

Subordinated liabilities

7,941

658

2,059

(123)

10,535

Other liabilities

119

1,677

7,719

(561)

8,954

Total liabilities

25,961

233,119

443,709

(55,044)

647,745

Owners’ equity

54,387

8,922

42,416

(59,989)

45,736

Non-controlling interests

11

743

754

Total equity

54,387

8,922

42,427

(59,246)

46,490

Total liabilities and equity

80,348

242,041

486,136

(114,290)

694,235

 

RBS – Annual Report and Accounts 2019

265

 

 


 

Notes on the consolidated accounts

 

 

 

 

34 Consolidating financial information continued

 

Cash flow statement

 

Consolidation

For the year ended 31 December 2019

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

£m

£m

£m

£m

£m

Net cash flows from operating activities

4,376

(1,068)

(8,955)

2,545

(3,102)

Net cash flows from investing activities

21

892

117

(1,746)

(716)

Net cash flows from financing activities

(4,164)

(606)

(1,156)

3,379

(2,547)

Effects of exchange rate changes on cash and cash equivalents

(1)

(835)

(1,207)

60

(1,983)

Net increase/(decrease) in cash and cash equivalents

232

(1,617)

(11,201)

4,238

(8,348)

Cash and cash equivalents at 1 January 2019

307

24,575

91,337

(7,283)

108,936

Cash and cash equivalents at 31 December 2019

539

22,958

80,136

(3,045)

100,588

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

For the year ended 31 December 2018

£m

£m

£m

£m

£m

Net cash flows from operating activities

16,620

(6,480)

(82,094)

65,131

(6,823)

Net cash flows from investing activities

(9,481)

18,335

(32,532)

15,684

(7,994)

Net cash flows from financing activities (1)

(7,078)

(670)

9,184

(964)

472

Effects of exchange rate changes on cash and cash equivalents

1

332

565

(222)

676

Net (decrease)/increase in cash and cash equivalents

62

11,517

(104,877)

79,629

(13,669)

Cash and cash equivalents at 1 January 2018

245

13,058

196,214

(86,912)

122,605

Cash and cash equivalents at 31 December 2018

307

24,575

91,337

(7,283)

108,936

 

Consolidation

RBSG plc

NWM Plc

Subsidiaries

adjustments

RBS Group

For the year ended 31 December 2017

£m

£m

£m

£m

£m

Net cash flows from operating activities

2,030

(74,357)

105,315

2,724

35,712

Net cash flows from investing activities

(2,078)

(2,077)

2,241

(4,238)

(6,152)

Net cash flows from financing activities (1)

(888)

(9,668)

329

4,718

(5,509)

Effects of exchange rate changes on cash and cash equivalents

(14)

87

(1,102)

1,013

(16)

Net (decrease)/increase in cash and cash equivalents

(950)

(86,015)

106,783

4,217

24,035

Cash and cash equivalents at 1 January 2017

1,195

99,073

89,431

(91,129)

98,570

Cash and cash equivalents at 31 December 2017

245

13,058

196,214

(86,912)

122,605

 

Note:

(1)          2018 and 2017 have been re-presented to align the balance sheet classification. MREL was previously presented in Operating activities and is now presented in Financing activities.

 

Trust preferred securities

 

RBS Group has issued trust preferred securities through trusts 100% owned by RBS Group (through partnership interests) which meet the definition of a finance subsidiary in Regulation S-X, Rule 3-10. The securities represent undivided beneficial interests in the assets of the trusts, which consist of partnership preferred securities representing non-cumulative perpetual preferred limited partnership interests issued by Delaware limited partnerships. The Royal Bank of Scotland Group plc has provided subordinated guarantees for the benefit of the holders of the trust preferred securities and the partnership preferred securities. Under the terms of the guarantees, RBS Group has fully and unconditionally guaranteed on a subordinated basis, payments on such trust preferred securities and partnership preferred securities, to the extent they are due to be paid and have not been paid by, or on behalf of, the trusts and the partnerships, as the case may be. Following implementation of IFRS 10 the trusts are no longer consolidated by RBS Group. For those securities that were classified as subordinated liabilities, RBS Group’s outstanding instruments with the trusts are classified as subordinated liabilities.

 

RBS – Annual Report and Accounts 2019

266

 

 


 

Non-IFRS financial measures

 

 

 

 

As described in the Accounting policies, RBS prepares its financial statements in accordance with IFRS as issued by the IASB which constitutes a body of generally accepted accounting principles (GAAP). This document contains a number of adjusted or alternative performance measures, also known as non-GAAP or non-IFRS performance measures. These measures are adjusted for certain items which management believe are not representative of the underlying performance of the business and which distort period-on-period comparison. These non-IFRS measures are not measures within the scope of IFRS and are not a substitute for IFRS measures. These measures include:

 

Measure

Basis of preparation

Additional analysis or
reconciliation

RBS return on tangible equity

Profit for the period attributable to ordinary shareholders divided by average tangible equity. Average tangible equity is total equity less intangible assets and other owners’ equity.

Table I

RBS return on tangible equity excluding FX recycling gains

Profit for the period attributable to ordinary shareholders, adjusted for FX recycling gains, for the period divided by average tangible equity. Average tangible equity is total equity less intangible assets and other owners’ equity.

Table I

Segmental return on equity

Segmental operating profit adjusted for tax and for preference share dividends divided by average notional equity, allocated at an operating segment specific rate, of the period average segmental risk-weighted assets incorporating the effect of capital deductions (RWAes).

Table I

Operating expenses analysis – management view

The management analysis of strategic disposals in other income and operating expenses shows strategic costs and litigation and conduct costs in separate lines. These amounts are included in staff, premises and equipment and other administrative expenses in the statutory analysis.

Table II

Cost:income ratio

Total operating expenses less operating lease depreciation, divided by total income less operating lease depreciation.

Table III

Commentary – adjusted periodically for specific items

RBS and segmental business performance commentary have been adjusted for the impact of specific items such as the Alawwal bank merger, FX recycling gains, push payments fraud costs, strategic, litigation and conduct costs (detailed on pages 55 to 56).

Notable items within income – page 55, Notable items within expenses – page 56

Bank net interest margin (NIM)

Net interest income of the banking business less the NatWest Markets (NWM) element as a percentage of interest-earning assets of the banking business less the NWM element.

Table IV

 

Performance metrics not defined under IFRS(1)

 

Measure

Basis of preparation

Additional analysis or
reconciliation

Loan:deposit ratio

Net customer loans held at amortised cost divided by total customer deposits.

Table V

Tangible net asset value (TNAV)

Tangible equity divided by the number of ordinary shares in issue. Tangible equity is ordinary shareholders’ interest less intangible assets.

Page 57

NIM

Net interest income of the banking business as a percentage of interest-earning assets of the banking business.

Pages 58 to 62

Funded assets

Total assets less derivatives.

Pages 59 and 63

ECL loss rate

The annualised loan impairment charge divided by gross customer loans.

Page 56

 

Note:

(1)        Metric based on GAAP measures, included as not defined under IFRS and reported for compliance with ESMA adjusted performance measure rules.

 

In Q1 2019, RBS introduced a new adjusted performance metric, Bank NIM, which is calculated as RBS net interest income and interest-earning assets less NWM net interest income and interest-earning assets. Bank NIM is believed by management to more accurately reflect the performance of the business as net interest income is not considered a main income stream for the NWM segment.

 

RBS – Annual Report on Form 20-F 2019

267

 

 

 


 

Non-IFRS financial measures

 

 

 

 

I. Return on tangible equity

 

Year ended or as at

31 December

31 December

RBS return on tangible equity

2019 

2018

Profit attributable to ordinary shareholders (£m)

3,133

1,622

Adjustment for FX recycling gain (£m)

(1,572)

Adjusted profit attributable to ordinary shareholders (£m)

1,561

1,622

Average total equity (£m)

45,160

48,483

Adjustment  for other owners equity and intangibles (£m)

(11,960)

(14,997)

Adjusted total tangible equity (£m)

33,200

33,486

Return on tangible equity (%)

9.4%

4.8%

Return on tangible equity adjusting for impact of:

 - Adjustment for FX recycling gain (%)

4.7%

 

UK

Ulster

Personal

 Bank

Commercial

Private

RBS

NatWest

Year ended 31 December 2019

Banking

RoI

Banking

Banking

International

Markets

Operating profit (£m)

855

49

1,327

297

344

(25)

Adjustment for tax  (£m)

(236)

(372)

(83)

(48)

7

Preference share cost allocation (£m)

(74)

(163)

(18)

(11)

(64)

Adjustment for Alawwal bank merger gain (£m)

(150)

Adjusted attributable profit (£m)

545

49

792

196

285

(232)

Average RWAe (£bn)

37.7

14.0

78.2

9.8

6.9

48.0

Equity factor

15.0%

15.0%

12.0%

13.0%

16.0%

15.0%

RWAe applying equity factor (£bn)

5.7

2.1

9.4

1.3

1.1

7.2

Return on equity adjusted for Alawwal bank merger gain

(3.2%)

Return on equity

9.6%

2.3%

8.4%

15.4%

25.7%

(1.1%)

Year ended 31 December 2018*

Operating profit (£m)

1,848

12

1,968

303

336

(70)

Adjustment for tax (£m)

(510)

(549)

(85)

(47)

20

Preference share cost allocation (£m)

(80)

(188)

(23)

(18)

(108)

Adjusted attributable profit (£m)

1,258

12

1,231

195

271

(158)

Average RWAe (£bn)

34.0

17.0

85.0

9.4

7.0

53.8

Equity factor

15.0%

14.0%

12.0%

13.5%

16.0%

15.0%

RWAe applying equity factor (£bn)

5.1

2.4

10.2

1.3

1.1

8.1

Return on equity

24.7%

0.5%

12.1%

15.4%

24.4%

(2.0%)

Year ended 31 December 2017*

Operating profit (£m)

1,834

(132)

1,687

143

167

(977)

Adjustment for tax (£m)

(510)

(472)

(40)

(17)

274

Preference share cost allocation (£m)

(83)

(230)

(22)

(24)

(171)

Adjusted attributable profit (£m)

1,241

(132)

985

81

126

(874)

Average RWAe (£bn)

40.5

19.0

85.8

9.0

9.3

64.5

Equity factor

15.0%

14.0%

12.0%

14.0%

12.0%

15.0%

RWAe applying equity factor (£bn)

6.1

2.7

10.3

1.3

1.1

9.7

Return on equity

20.4%

(5.0%)

9.6%

6.4%

11.2%

(9.0%)

 

*2018 and 2017 data has been restated for the business re-segmentation completed in the first quarter of 2019. Refer to Note 4 for further details.

 

RBS – Annual Report on Form 20-F 2019

268

 

 


 

Non-IFRS financial measures

 

 

 

 

II. Operating expenses analysis

 

Statutory analysis (1,2)

Year ended

31 December

31 December

31 December

2019

2018

2017

Operating expenses

£m

£m

£m

Staff expenses

(4,018)

(4,122)

(4,676)

Premises and equipment

(1,259)

(1,383)

(1,565)

Other administrative expenses

(2,828)

(3,372)

(3,323)

Administrative expenses

(8,105)

(8,877)

(9,564)

Depreciation and amortisation

(1,176)

(731)

(808)

Impairment of other intangible assets

(44)

(37)

(29)

Total operating expenses

(9,325)

(9,645)

(10,401)

 

Non-statutory analysis

Year ended

31 December

31 December

31 December

2019 

2018

2017

Operating expenses

£m

£m

£m

Staff expenses

(3,567)

(3,649)

(3,923)

Premises and equipment

(1,020)

(1,241)

(1,218)

Other administrative expenses

(1,638)

(1,787)

(1,710)

Strategic costs (1)

(1,381)

(1,004)

(1,565)

Litigation and conduct costs (2)

(895)

(1,282)

(1,285)

Administrative expenses

(8,501)

(8,963)

(9,701)

Depreciation and amortisation

(824)

(645)

(684)

Impairment of other intangible assets

(37)

(16)

Total

(9,325)

(9,645)

(10,401)

 

Notes:

(1)        On a statutory, or GAAP, basis, strategic costs are included within staff, premises and equipment, depreciation and amortisation, impairment of other intangible assets and other administrative expenses. Strategic costs relate to restructuring provisions, related costs and projects that are transformational in nature.

(2)        On a statutory, or GAAP, basis, litigation and conduct costs are included within other administrative expenses.

 

III. Cost:income ratio

 

UK

Ulster

Personal

 Bank

Commercial

Private

RBS

NatWest

Central items

RBS

Banking

RoI

Banking

Banking

International

Markets

& other

Group

Year ended 31 December 2019

£m

£m

£m

£m

£m

£m

£m

£m

Operating expenses

(3,618)

(552)

(2,600)

(486)

(264)

(1,418)

(387)

(9,325)

Operating lease depreciation

138

138

Adjusted operating expenses

(3,618)

(552)

(2,462)

(486)

(264)

(1,418)

(387)

(9,187)

Total income

4,866

567

4,318

777

610

1,342

1,773

14,253

Operating lease depreciation

(138)

(138)

Adjusted total income

4,866

567

4,180

777

610

1,342

1,773

14,115

Cost:income ratio

74.4%

97.4%

58.9%

62.5%

43.3%

105.7%

nm

65.1%

Year ended 31 December 2018*

Operating expenses

(2,867)

(583)

(2,487)

(478)

(260)

(1,604)

(1,366)

(9,645)

Operating lease depreciation

121

121

Adjusted operating expenses

(2,867)

(583)

(2,366)

(478)

(260)

(1,604)

(1,366)

(9,524)

Total income

5,054

610

4,602

775

594

1,442

325

13,402

Operating lease depreciation

(121)

(121)

Adjusted total income

5,054

610

4,481

775

594

1,442

325

13,281

Cost:income ratio

56.7%

95.6%

52.8%

61.7%

43.8%

111.2%

nm

71.7%

Year ended 31 December 2017*

Operating expenses

(3,241)

(676)

(2,602)

(529)

(219)

(2,201)

(933)

(10,401)

Operating lease depreciation

142

142

Adjusted operating expenses

(3,241)

(676)

(2,460)

(529)

(219)

(2,201)

(933)

(10,259)

Total income

5,282

604

4,679

678

389

1,050

451

13,133

Operating lease depreciation

(142)

(142)

Adjusted total income

5,282

604

4,537

678

389

1,050

451

12,991

Cost:income ratio

61.4%

111.9%

54.2%

78.0%

56.3%

209.6%

nm

79.0%

 

*2018 and 2017 data has been restated for the business re-segmentation completed in the first quarter of 2019. Refer to Note 4 for further details.

 

RBS – Annual Report on Form 20-F 2019

269

 

 


 

Non-IFRS financial measures

 

 

 

 

IV. Net interest margin

 

Year ended

31 December

31 December

31 December

2019 

2018

2017

£m

£m

£m

RBS net interest income

8,047

8,656

8,987

NWM net interest income

188

(112)

(203)

Net interest income excluding NWM

8,235

8,544

8,784

Average interest earning assets (IEA)

448,556

436,957

422,337

NWM average IEA

35,444

27,851

31,231

Bank average IEA excluding NWM

413,112

409,106

391,106

Net interest margin

1.79%

1.98%

2.13%

Bank net interest margin (RBS NIM excluding NWM)

1.99%

2.09%

2.25%

 

V. Loan:deposit ratio

 

As at

31 December

31 December

31 December

2019 

2018

2017

£m

£m

£m

Loans to customers - amortised cost

326,947

305,089

310,116

Customer deposits

369,247

360,914

361,316

Loan:deposit ratio (%)

89%

85%

86%

 

RBS – Annual Report on Form 20-F 2019

270

 

 


 

Additional information

 

 

 

 

 

Page  

Adoption of IFRS9

272

Financial summary

272

Exchange rates

284

ADR payment information

285

Risk factors

286

Description of property and equipment

301

Major shareholders

301

Our code of conduct

301

Iran sanctions and related disclosures

301

Supervision

302

Material contracts

303

 

 

 

RBS – Annual Report on Form 20-F 2019

271

 

 

 


 

Additional information

 

 

 

Adoption of IFRS9

Following the adoption of IFRS 9, certain disclosures in this section cover comparative periods only. Comparatives are presented on an IAS 39 basis. For current year disclosures in relation to loans and credit metrics refer to the Capital and risk management – Credit risk section.

 

Financial summary

 

The geographic analysis, including the average balance sheet and interest rates, changes in net interest income and average interest rates, yields, spreads and margins in this report have generally been compiled on the basis of location of office - UK and overseas - unless indicated otherwise. ‘UK’ in this context includes transactions conducted through the offices in the UK which service international banking transactions.

 

Analysis of loans and advances to customers

 

The following table analyses gross loans to customers by remaining maturity, geographical area (location of office) and type of customer.

 

2017

2016

2015

£m

£m

£m

UK

Central and local government

4,609

6,004

6,166

Finance

30,191

32,026

29,748

Residential mortgages

147,399

137,427

123,653

Personal lending

14,145

14,198

14,348

Property

32,327

33,881

34,100

Construction

3,658

4,061

3,906

Manufacturing

8,333

9,101

8,071

Service industries and business activities

49,132

53,018

51,257

Agriculture, forestry and fishing

3,428

3,445

3,471

Finance leases and instalment credit

11,670

11,967

11,134

Accrued interest

291

272

346

Total UK

305,183

305,400

286,200

Overseas

US

497

1,171

2,331

Rest of the World

21,318

20,907

24,921

Total overseas

21,815

22,078

27,252

Reverse repos

UK

20,906

21,407

18,000

US

5,797

7,476

9,532

Rest of the World

32

44

26

Total reverse repos

26,735

28,927

27,558

Loans to customers - gross

353,733

356,405

341,010

Loan impairment provisions

(3,814)

(4,455)

(7,118)

Loans to customers - net

349,919

351,950

333,892

Fixed rate

132,174

118,316

118,300

Variable rate

194,824

209,162

195,152

Reverse repos

26,735

28,927

27,558

Loans to customers - gross

353,733

356,405

341,010

 

RBS provides credit facilities at variable rates to its corporate and retail customers. Variable rate credit extended to RBS’s corporate and commercial customers includes bullet and instalment loans, finance lease agreements and overdrafts; interest is generally charged at a margin over a benchmark rate such as LIBOR or base rate. Interest on variable rate retail loans may also be based on LIBOR or base rate; other variable rate retail lending is charged at variable interest rates set by RBS such as its mortgage standard variable rate in the UK.

 

RBS – Annual Report on Form 20-F 2019

272

 

 

 


 

Additional information

 

 

 

 

Yields, spreads and margins of the banking business

 

2019

2018

2017

%

%

%

Gross yield on interest-earning assets of the banking business (1)

2.51

2.49

2.57

Cost of interest-bearing liabilities of the banking business

(1.10)

(0.79)

(0.70)

Interest spread of the banking business (2)

1.41

1.70

1.87

Benefit from interest-free funds

0.38

0.28

0.26

Net interest margin of the banking business (3)

1.79

1.98

2.13

Gross yield (1,4)

  - Group

2.51

2.49

2.57

  - UK

2.69

2.71

2.79

  - Overseas

0.95

0.88

0.92

Interest spread (2,4)

  - Group

1.41

1.70

1.87

  - UK

1.55

1.87

2.08

  - Overseas

0.45

0.64

0.42

Net interest margin (3,4)

  - Sterling

1.79

1.98

2.13

  - UK

1.91

2.14

2.32

  - Overseas

0.76

0.78

0.75

The Royal Bank of Scotland plc base rate (average)

0.75

0.60

0.29

London Interbank three month offered rates (average)

  - Sterling

0.81

0.66

0.36

  - Eurodollar

2.33

2.19

1.26

  - Euro

(0.39)

(0.33)

(0.33)

 

Notes:

 

(1)        Gross yield is the interest earned on average interest-earning assets of the banking book.

 

(2)        Interest spread is the difference between the gross yield and the interest rate paid on average interest-bearing liabilities of the banking business.

 

(3)        Net interest margin is net interest income of the banking business as a percentage of interest-earning assets (IEA) of the banking business. Bank net interest margin, as reported elsewhere in the document, is net interest income of the banking business less the NatWest Markets (NWM) element as a percentage of interest-earning assets of the banking business less the NWM element. Refer to the Non-IFRS financial measures section for details of the basis of preparation.

 

(4)        The analysis into UK and overseas has been compiled on the basis of location of office.

 

RBS – Annual Report on Form 20-F 2019

273

 

 

 


 

Additional information

 

 

 

 

Average balance sheet and related interest

 

2019

2018

Average

Average

balance

Interest

Rate

balance

Interest

Rate

£m

£m

%

£m

£m

%

Assets

Loans to banks

-UK

67,441

740

1.10

65,638

516

0.79

-Overseas

21,297

(78)

(0.37)

26,707

(88)

(0.33)

Loans to customers

-UK

278,497

9,284

3.33

271,773

9,416

3.46

-Overseas

20,880

478

2.29

20,830

513

2.46

Debt securities

-UK

56,321

814

1.45

48,471

509

1.05

-Overseas

4,122

40

0.97

3,538

25

0.71

Interest-earning assets

-UK

402,259

10,838

2.69

385,882

10,441

2.71

-Overseas

46,299

440

0.95

51,075

450

0.88

Total interest-earning assets

-banking business (1,2,4)

448,558

11,278

2.51

436,957

10,891

2.49

-trading business (3)

97,143

101,387

Interest-earning assets

545,701

538,344

Non-interest-earning assets

183,925

139,143

Total assets

729,626

677,487

Percentage of assets applicable to overseas operations

12.76%

10.90%

Liabilities

Bank deposits

-UK

15,479

246

1.59

22,973

159

0.69

-Overseas

1,681

9

0.54

1,721

(3)

(0.17)

Customer accounts: demand deposits

-UK

112,749

280

0.25

132,244

249

0.19

-Overseas

6,081

2

0.03

5,575

5

0.09

Customer accounts: savings deposits

-UK

95,995

733

0.76

75,553

415

0.55

-Overseas

1,610

4

0.25

1,501

-

-

Customer accounts: other time deposits

-UK

10,539

193

1.83

8,579

107

1.25

-Overseas

4,071

10

0.25

3,331

9

0.27

Debt securities in issue

-UK

41,762

1,092

2.62

30,088

779

2.59

-Overseas

1,225

11

0.88

483

12

2.48

Subordinated liabilities

-UK

9,076

442

4.87

9,635

438

4.55

-Overseas

190

41

21.58

237

23

9.70

Internal funding of trading business

-UK

(9,307)

156

(1.68)

(18,208)

35

(0.19)

-Overseas

2,963

12

0.40

9,576

7

0.07

Interest-bearing liabilities

-UK

276,293

3,142

1.14

260,864

2,182

0.84

-Overseas

17,821

89

0.50

22,424

53

0.24

Total interest-bearing liabilities

-banking business (1)

294,114

3,231

1.10

283,288

2,235

0.79

-trading business (3)

112,900

116,809

Interest-bearing liabilities

407,014

400,097

Non-interest-bearing liabilities:

Demand deposits

-UK

128,307

105,524

-Overseas

7,176

6,333

Other liabilities

141,614

117,048

Total equity

45,515

48,485

Total liabilities and equity

729,626

677,487

Percentage of liabilities applicable to overseas operations

13.71%

11.90%

 

For the notes to the table refer to the following page.

 

RBS – Annual Report on Form 20-F 2019

274

 

 

 


 

Additional information

 

 

 

 

Average balance sheet and related interest continued

 

 

2017

Average

balance

Interest

Rate

£m

£m

%

Assets

Loans to banks

-UK

51,150

257

0.50

-Overseas

24,894

(76)

(0.31)

Loans to customers

-UK

275,895

9,807

3.55

-Overseas

21,697

516

2.38

Debt securities

-UK

44,768

322

0.72

-Overseas

3,932

26

0.66

Interest-earning assets

-UK

371,813

10,386

2.79

-Overseas

50,523

466

0.92

Total interest-earning assets

-banking business (1,2,4)

422,336

10,852

2.57

-trading business (3)

109,094

Interest-earning assets

531,430

Non-interest-earning assets

164,935

Total assets

696,365

Percentage of assets applicable to overseas operations

8.20%

Liabilities

Bank deposits

-UK

16,647

66

0.40

-Overseas

1,737

13

0.75

Customer accounts: demand deposits

-UK

140,514

96

0.07

-Overseas

5,718

3

0.05

Customer accounts: savings deposits

-UK

65,506

358

0.55

-Overseas

1,429

1

0.07

Customer accounts: other time deposits

-UK

8,256

159

1.93

-Overseas

3,556

20

0.56

Debt securities in issue

-UK

23,081

545

2.36

-Overseas

433

9

2.08

Subordinated liabilities

-UK

13,365

543

4.06

-Overseas

432

29

6.72

Internal funding of trading business

-UK

(18,739)

8

(0.04)

-Overseas

4,324

15

0.35

Interest-bearing liabilities

-UK

248,630

1,775

0.71

-Overseas

17,629

90

0.50

Total interest-bearing liabilities

-banking business (1)

266,259

1,865

0.70

-trading business (3)

118,618

Interest-bearing liabilities

384,877

Non-interest-bearing liabilities:

Demand deposits

-UK

101,527

-Overseas

6,490

Other liabilities

154,378

Total equity

49,093

Total liabilities and equity

696,365

Percentage of liabilities applicable to overseas operations

11.80%

 

Notes:

 

(1)        Interest receivable and interest payable have both been decreased by £97 million (2018 - £158 million; 2017 - £182 million) in respect of negative interest relating to financial assets that attracted negative interest.

 

(2)        Interest receivable includes £184 million (2018 - £201 million; 2017 - £256 million) in respect of loan fees forming part of the effective interest rate of loans and receivables.

 

(3)        Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities.

 

(4)        Interest receivable includes amounts (unwind of discount) recognised on impaired loans and receivables. The average balances of such loans are included in average loans to banks and loans to customers.

 

(5)        The analysis into UK and overseas has been compiled on the basis of location of office.

 

RBS – Annual Report on Form 20-F 2019

275

 

 

 


 

Additional information

 

 

 

Analysis of change in net interest income - volume and rate analysis

Volume and rate variances have been calculated based on movements in average balances over the period and changes in interest rates on average interest-earning assets and average interest-bearing liabilities. Changes due to a combination of volume and rate are allocated pro rata to volume and rate movements.

 

2019 over 2018 - statutory

2018 over 2017 - statutory

(Decrease)/increase due to changes in:

(Decrease)/increase due to changes in:

Average

Average

Net

Average

Average

Net

volume

rate

change

volume

rate

change

£m

£m

£m

£m

£m

£m

Interest-earning assets

Loans to banks

  UK

15

209

224

85

174

259

  Overseas

20

(10)

10

(6)

(6)

(12)

Loans to customers

  UK

228

(360)

(132)

(145)

(246)

(391)

  Overseas

1

(36)

(35)

(20)

17

(3)

Debt securities

  UK

91

214

305

29

158

187

  Overseas

5

10

15

(3)

2

(1)

Total interest receivable of the banking business

  UK

334

63

397

(31)

86

55

  Overseas

26

(36)

(10)

(29)

13

(16)

360

27

387

(60)

99

39

Interest-bearing liabilities

Bank deposits

  UK

65

(152)

(87)

(32)

(61)

(93)

  Overseas

(12)

(12)

16

16

Customer accounts: demand deposits

  UK

41

(72)

(31)

6

(159)

(153)

  Overseas

3

3

(2)

(2)

Customer accounts: savings deposits

  UK

(132)

(186)

(318)

(57)

(57)

  Overseas

(4)

(4)

1

1

Customer accounts: other time deposits

  UK

(25)

(61)

(86)

(1)

53

52

  Overseas

(1)

(1)

3

8

11

Debt securities in issue

  UK

(263)

(50)

(313)

(153)

(81)

(234)

  Overseas

(10)

11

1

(1)

(2)

(3)

Subordinated liabilities

  UK

40

(44)

(4)

164

(59)

105

  Overseas

28

(46)

(18)

8

(2)

6

Internal funding of trading business

  UK

25

(146)

(121)

(27)

(27)

  Overseas

7

(12)

(5)

(10)

18

8

Total interest payable of the banking business

  UK

(249)

(711)

(960)

(73)

(334)

(407)

  Overseas

24

(60)

(36)

37

37

(225)

(771)

(996)

(73)

(297)

(370)

Movement in net interest income

  UK

85

(648)

(563)

(104)

(248)

(352)

  Overseas

50

(96)

(46)

(29)

50

21

135

(744)

(609)

(133)

(198)

(331)

 

RBS – Annual Report on Form 20-F 2019

276

 


 

Additional information

 

 

 

Loan impairment provisions

For details of the factors considered in determining the amount of provisions, refer to the accounting policy on page 205 and ‘Critical accounting policies and key sources of estimation uncertainty’ on page 208. The following table shows the movements in loan impairment provisions.

 

2017

2016

2015

£m

£m

£m

Provisions at the beginning of the year

UK

3,150

4,037

8,185

Overseas

1,305

3,082

9,315

4,455

7,119

17,500

Transfer to disposal groups

Overseas

(20)

(20)

Currency translation and other adjustments

UK

(28)

94

(27)

Overseas

2

406

(548)

(26)

500

(575)

Disposals

Overseas

(5)

(2)

Amounts written-off

UK

(1,070)

(1,670)

(4,142)

Overseas

(140)

(2,025)

(4,822)

(1,210)

(3,695)

(8,964)

Recoveries of amounts previously written-off

UK

142

80

130

Overseas

14

29

45

156

109

175

Losses/(releases) to income statement - continuing operations (1)

UK

473

684

(11)

Overseas

57

(147)

(842)

530

537

(853)

Losses to income statement - discontinued operations

Overseas

Unwind of discount (recognised in interest income)

UK

(61)

(75)

(98)

Overseas

(25)

(38)

(46)

(86)

(113)

(144)

Provisions at the end of the year

UK

2,606

3,150

4,037

Overseas

1,208

1,305

3,082

3,814

4,455

7,119

Provisions at the end of the year comprise

Customers

3,814

4,455

7,118

Banks

1

3,814

4,455

7,119

Gross loans to customers (2)

UK

305,183

305,400

286,200

Overseas

21,815

22,078

27,252

326,998

327,478

313,452

 

For the notes to this table refer to the following page.

 

RBS – Annual Report on Form 20-F 2019

277

 


 

Additional information

 

 

 

Loan impairment provisions continued

 

2017

2016

2015

Closing customer provisions as a % of gross loans to customers (2)

UK

0.90%

1.00%

1.40%

Overseas

5.50%

5.90%

11.30%

Total

1.20%

1.40%

2.30%

Customer losses/(releases) to income statement as a % of gross loans to customers (2)

UK

0.20%

0.20%

Overseas

0.30%

(0.70%)

(3.10%)

Total

0.20%

0.20%

(0.30%)

Average loans to customers - gross

366,959

373,644

387,956

 

 

 

 

As a % of average loans to customers during the year

Total customer provisions charged/(released) to income statement

0.10%

0.10%

(0.20%)

Amounts written-off (net of recoveries) - customers

0.30%

1.00%

2.30%

 

Notes:

(1)             Includes nil relating to loans to banks (2016 - nil; 2015 - £4 million release).

(2)             Excludes reverse repos

 

Analysis of closing customer loan impairment provisions

The following table analyses customer loan impairment provisions by geographical area and type of UK customer

 

2017

2016

2015

Closing

Total

Closing

Total

Closing

Total

provision

loans

provision

loans

provision

loans

£m

%

£m

%

£m

%

UK

Central and local government

1.4

1

1.8

1

2.0

Manufacturing

37

2.5

69

2.8

78

2.6

Construction

317

1.1

172

1.2

234

1.2

Finance

8

9.2

12

9.8

17

9.5

Service industries and business activities

769

15.0

1,131

16.2

993

16.4

Agriculture, forestry and fishing

15

1.0

17

1.1

24

1.1

Property

211

9.9

365

10.3

1,048

10.9

Residential mortgages

137

45.1

143

42.0

158

39.4

Personal lending

721

4.3

853

4.3

1,086

4.6

Finance leases and instalment credit

80

3.6

69

3.7

69

3.6

Accrued interest

0.1

0.1

0.1

Total UK

2,295

93.2

2,832

93.3

3,708

91.4

Overseas

1,129

6.8

1,223

6.7

2,826

8.6

Impaired book provisions

3,424

100.0

4,055

100.0

6,534

100.0

Latent book provisions

390

400

584

Total provisions

3,814

4,455

7,118

 

RBS – Annual Report on Form 20-F 2019

278

 


 

Additional information

 

 

 

 

Analysis of write-offs

The following table analyses amounts written-off by geographical area and type of UK customer

 

2017

2016

2015

£m

£m

£m

UK

Manufacturing

16

26

61

Construction

51

279

269

Finance

7

5

94

Service industries and business activities

460

580

646

Agriculture, forestry and fishing

2

6

11

Property

93

397

2,504

Residential mortgages

20

3

36

Personal lending

411

362

501

Finance leases and instalment credit

10

12

20

Total UK

1,070

1,670

4,142

Overseas

140

2,025

4,822

 

1,210

3,695

8,964

 

Note:

(1)        Includes nil written-off in respect of loans to banks (2016 – nil; 2015 - £33 million).

 

Analysis of recoveries

 

The following table analyses recoveries of amounts written-off by geographical area and type of UK customer.

 

2017

2016

2015

£m

£m

£m

UK

Manufacturing

1

1

Construction

2

4

2

Finance

1

3

Service industries and business activities

16

28

32

Property

7

17

40

Residential mortgages

43

Personal lending

72

28

42

Finance leases and instalment credit

1

1

11

Total UK

142

80

130

Overseas

14

29

45

Total recoveries

156

109

175

 

RBS – Annual Report on Form 20-F 2019

279

 

 

 


 

Additional information

 

 

 

 

Risk elements in lending

Risk elements in lending (REIL) comprises of impaired loans and accruing loans past due 90 days or more as to principal or interest.

 

Impaired loans are all loans (including loans subject to forbearance) for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

 

Accruing loans past due 90 days or more comprises loans past due 90 days where no impairment loss is expected

 

2017

2016

2015

£m

£m

£m

Impaired loans (1)

UK

4,450

5,557

6,095

Overseas

2,973

3,308

4,755

Total

7,423

8,865

10,850

Accruing loans which are contractually overdue 90 days or more as to principal or interest

UK

1,087

1,122

1,262

Overseas

394

323

25

Total

1,481

1,445

1,287

Total REIL

8,904

10,310

12,137

Closing provisions for impairment as a % of total REIL

43%

43%

59%

REIL as a % of gross lending to customers excluding reverse repos

2.7%

3.1%

3.9%

 

Notes:

(1)        The write-off of impaired loans affects closing provisions for impairment as a % of total REIL (the coverage ratio). The coverage ratio reduces if the loan written-off carries a higher than average provision and increases if the loan written-off carries a lower than average provision.

(2)        Impaired loans at 31 December 2017 include £1,324 million (2016 - £2,496 million; 2015 - £2,300 million) of loans subject to forbearance granted during the year.

 

2017

2016

2015

£m

£m

£m

Gross income not recognised but which would have been recognised under the original terms of impaired loans

UK

227

243

311

Overseas

80

122

125

307

365

436

Interest on impaired loans included in net interest income

UK

61

75

98

Overseas

25

38

46

86

113

144

 

Potential problem loans

Potential problem loans (PPL) are loans for which an impairment event has taken place but no impairment loss is expected. This category is used for advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

 

2017

2016

2015

£m

£m

£m

Potential problem loans

745

1,196

1,277

 

Both REIL and PPL are reported gross and take no account of the value of any security held which could reduce the eventual loss should it occur, nor of any provision marked. Therefore impaired assets which are highly collateralised, such as mortgages, will have a low coverage ratio of provisions held against the reported impaired balance.

 

RBS – Annual Report on Form 20-F 2019

280

 

 

 


 

Additional information

 

 

 

 

Forbearance

The table below shows loans granted forbearance during the year. These loans are unimpaired: either the loan was performing before and after the granting of forbearance or the loan was non-performing before but subsequently transferred to the performing book. Loans with impairment provisions subject to forbearance continue to be reported as impaired loans.

 

2017

2016

2015

£m

£m

£m

Loans granted forbearance

1,480

2,257

3,760

 

Notes:

(1)        Wholesale loans subject to forbearance include only those arrangements above thresholds set individually by the segments, ranging from nil to £3 million.

(2)        For 2017, wholesale loans subject to forbearance were £1,206 million (2016 - £1,807 million; 2015 - £2,258 million) and secured retail loans subject to forbearance were £274 million (2016 - £450 million; 2015 - £1,502 million). Unsecured retail loans subject to forbearance amounting to £31 million (2016 - £37 million; 2015 - £96 million) are not included.

 

Analysis of debt securities - fair value through other comprehensive income (2017 - available-for-sale)

The following table analyses debt securities and the related yield (based on weighted averages) by remaining maturity and issuer:

 

Within 1 year

After 1 but within 5 years

After 5 but within 10 years

After 10 years

Total

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

2019

£m

%

£m

%

£m

%

£m

%

£m

%

Central and local governments

- UK

1,414

3.7

3,864

3.5

6,866

2.2

6,293

2.7

18,437

2.7

- US

2,727

0.9

6,130

2.5

3,219

2.4

1,905

2.7

13,981

2.2

- Other

3,804

6.0

3,114

1.5

1,290

0.6

578

2.1

8,786

3.3

Other debt

1,022

1.0

4,648

1.2

1,351

0.9

109

1.6

7,130

1.1

8,967

3.5

17,756

2.2

12,726

1.9

8,885

2.6

48,334

2.4

Of which ABS (1)

134

0.9

1,440

1.1

240

0.4

109

1.1

1,923

1.0

2018

Central and local governments

- UK

1,432

3.2

6,449

2.1

5,214

2.4

4,097

2.8

17,192

2.4

- US

2,275

1.8

5,701

2.0

1,989

2.3

1,802

3.0

11,767

2.1

- Other

3,641

0.9

4,835

1.0

1,959

0.7

894

2.4

11,329

1.0

Other debt

1,326

1.1

2,907

1.2

872

0.9

201

1.2

5,306

1.1

8,674

1.6

19,892

1.7

10,034

1.9

6,994

2.7

45,594

1.9

Of which ABS (1)

175

1.1

596

0.8

290

0.4

202

1.2

1,263

0.8

2017

Central and local governments

- UK

1,152

1.7

7,000

2.5

5,814

2.0

3,690

3.2

17,656

2.4

- US

455

0.8

4,243

1.9

2,221

2.1

1,542

2.8

8,461

2.1

- Other

4,716

0.7

3,405

1.5

2,230

1.1

1,103

2.6

11,454

1.2

Other debt

1,632

1.0

3,333

1.1

822

0.8

323

0.4

6,110

1.0

7,955

0.9

17,981

1.9

11,087

1.7

6,658

2.9

43,681

1.8

Of which ABS (1)

263

0.4

1,009

0.5

231

323

0.1

1,826

0.4

 

Note:

(1)        Includes covered bonds.

 

RBS – Annual Report on Form 20-F 2019

281

 

 

 


 

Additional information

 

 

 

 

Analysis of deposits - product analysis

 

The following table analyses deposits excluding repos by geographical area (location of office) and type of deposit.

 

2019

2018

2017

£m

£m

£m

UK

Deposits

- interest-free

122,014

121,332

118,997

- interest-bearing

258,740

255,277

264,028

Total UK

380,754

376,609

383,025

Overseas

Deposits

- interest-free

8,514

7,958

6,875

- interest-bearing

19,225

17,116

16,613

Total overseas

27,739

25,074

23,488

Total deposits

408,493

401,683

406,513

Overseas

US

220

183

165

Rest of the World

27,519

24,891

23,323

Total overseas

27,739

25,074

23,488

Repos

UK

14,369

12,078

18,235

US

17,598

18,282

20,186

Rest of the World

280

Total repos

32,247

30,360

38,421

 

Certificates of deposit and other time deposits

 

The following table shows certificates of deposit and other time deposits over $100,000 or equivalent by remaining maturity.

 

Over

0-3 months

3-6 months

6-12 months

12 months

Total

2019

£m

£m

£m

£m

£m

UK based companies and branches

Certificates of deposit

574

689

646

6

1,915

Other time deposits

8,444

3,525

1,486

12,115

25,570

Overseas based companies and branches

Other time deposits

1,682

859

2,306

1,317

6,164

10,700

5,073

4,438

13,438

33,649

 

RBS – Annual Report on Form 20-F 2019

282

 

 

 


 

Additional information

 

 

 

 

Short-term borrowings

 

Short-term borrowings comprise repurchase agreements, borrowings from financial institutions, commercial paper and certificates of deposit. Derivative collateral received from financial institutions is excluded from the table, as are certain long-term borrowings.

 

At year end

During the year

Weighted

Weighted

average

Maximum

Average

average

Balance

interest rate

balance

balance

interest rate

2019

£bn

%

£bn

£bn

%

Repos

32

1.7

56

42

2.5

Financial institutions (1)

54

0.2

70

53

0.3

Commercial paper

2

0.4

3

2

0.3

Certificates of deposits

2

0.4

2

2

0.5

Total

90

0.8

131

99

1.3

2018

Repos

30

2.9

61

44

1.8

Financial institutions (1)

66

0.4

86

71

0.3

Commercial paper

2

(0.1)

3

2

(0.2)

Certificates of deposits

1

0.4

3

2

0.2

Total

99

1.1

153

119

0.8

2017

Repos

38

1.5

61

48

0.7

Financial institutions (1)

77

0.2

89

71

0.2

Commercial paper

2

(0.2)

2

1

(0.1)

Certificates of deposits

3

0.2

4

3

0.2

Total

120

0.6

156

123

0.4

 

Note:

(1)        Excludes derivative cash collateral of £22 billion at 31 December 2019 (2018 - £20 billion; 2017 - £23 billion); and 2019 average of £22 billion (2018 - £21 billion; 2017 - £26 billion).

 

Balances are generally based on monthly data. Average interest rates during the year are computed by dividing total interest expense by the average amount borrowed. Weighted average interest rates at year end are for a single day and as such may reflect one-day market distortions, which may not be indicative of generally prevailing rates.

 

 

Other contractual cash obligations

The table below summarises other contractual cash obligations by payment date.

 

0-3 months

3-12 months

1-3 years

3-5 years

5-10 years

10-20 years

2019

£m

£m

£m

£m

£m

£m

Operating leases

3

Contractual obligations to purchase goods or services

80

205

226

92

11

83

205

226

92

11

2018

Operating leases

61

169

415

320

587

1,133

Contractual obligations to purchase goods or services

70

183

217

66

5

131

352

632

386

592

1,133

2017

Operating leases

57

163

389

307

584

948

Contractual obligations to purchase goods or services

74

202

332

67

7

131

365

721

374

591

948

 

 

Undrawn formal facilities, credit lines and other commitments to lend were £117,228 million (2018 - £116,843 million; 2017 - £121,229 million). While RBS has given commitments to provide these funds, some facilities may be subject to certain conditions being met by the counterparty. RBS does not expect all facilities to be drawn, and some may lapse before drawdown.

 

RBS – Annual Report on Form 20-F 2019

283

 

 

 


 

Additional information

 

 

 

 

Exchange rates

The following tables show the Noon Buying Rate in New York for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York.

 

January

December

November

October

September

August

US dollars per £1

2020

2019

2019

2019

2019

2019

Noon Buying Rate

High

1.3195

1.3349

1.2965

1.2983

1.2493

1.2288

Low

1.2983

1.2917

1.2790

1.2206

1.2086

1.2067

2019

2018

2017

2016

2015

Noon Buying Rate

Period end rate

1.3269

1.2763

1.3529

1.2337

1.4746

Average rate for the year (1)

1.2803

1.3309

1.3016

1.3444

1.5250

Consolidation rate (2)

Period end rate

1.3200

1.2790

1.3513

1.2323

1.4830

Average rate for the year

1.2771

1.3350

1.2887

1.3552

1.5284

 

 

Notes:

(1)        The average of the Noon Buying Rates on the last US business day of each month during the year.

(2)        The rates used for translating US dollars into sterling in the preparation of the financial statements.

(3)        On 21 February 2020, the Noon Buying Rate was £1.00 = US$1.2966.

 

RBS – Annual Report on Form 20-F 2019

284

 

 

 


 

Additional information

 

 

 

 

ADR payment information

Fees paid by ADR holders

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.

 

The depository may collect its annual fee for depository services by deductions from cash distributions or by directly billing investors or by changing the book-entry system accounts of participants acting for them. The depository may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

Persons depositing or withdrawing shares must pay:

 

For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

 

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property.

 

 

 

 

 

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.

 

 

 

$0.02 (or less) per ADS

 

Any cash distribution to ADS registered holders.

 

 

 

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

 

Distribution of securities distributed to holders of securities of deposited securities to ADS registered holders.

 

 

 

Registration or transfer fees

 

Transfer and registration of shares on our share register to or from the name of the depository or its agent when you deposit or withdraw shares.

 

 

 

Expenses of the depository

 

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement).

 

 

 

 

 

Converting foreign currency to U.S. dollars.

 

 

 

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

 

As necessary.

 

 

 

Any charges incurred by the depository or its agents for servicing the deposited securities

 

As necessary.

 

Fees payable by the depository to the issuer

Fees incurred in past annual Period

From 1 January 2019 to 31 December 2019, the company received from the depository $300,000 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend cheques, electronic filling of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

 

Fees to be paid in the future

The Bank of New York Mellon, as depository, has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADS program. The depository has agreed to reimburse the Company for its continuing annual stock exchange listing fees, the depository has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim reports, printing and distributing dividend cheques, electronic filing of U.S. federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs of special investor relations promotional activities. In certain instances, the depository has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depository will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depository collects from investors.

 

RBS – Annual Report on Form 20-F 2019

285

 

 

 


 

Risk factors

 

 

 

 

Principal Risks and Uncertainties

Set out below are certain risk factors that could adversely affect the RBS Group’s future results, its financial condition and prospects and cause them to be materially different from what is forecast or expected and directly or indirectly impact the value of its securities in issue. These risk factors are broadly categorised and should be read in conjunction with other sections of this annual report on Form 20-F, including the forward looking statements section, the strategic report and the capital and risk management section, and should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing the RBS Group.

 

Strategic risk

The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes.

On 14 February 2020 the RBS Group announced a new strategy, focused on becoming a Purpose-led business, designed to champion potential and to help individuals, families and businesses to thrive. This strategy is intended to reflect the rapidly shifting environment and backdrop of unprecedented disruption in society driven by technology and changing customer expectations. The strategy has three areas of focus – climate change, enterprise and learning – where RBS Group believes it can have the greatest positive impact. Together, these strategic initiatives are referred to as the RBS Group’s ‘Purpose-led Strategy’. As a Purpose-led Strategy, it is intended to balance the interests and changing needs of all RBS Group stakeholders and to focus on building relationships that create mutual value across customers’ lives. It will require an internal cultural shift across the RBS Group as to how performance is perceived and how the RBS Group conducts its business. The changes required are substantial and will take many years to fully embed and may not result in the expected outcome within the timeline and in the manner currently contemplated.

 

To deliver against this purpose and deliver sustainable returns, the RBS Group intends to: focus on the lifecycles of its customers using insights about customers to evolve product and service offerings; re-engineer and simplify the RBS Group by updating operational and technological capabilities and strengthening governance and control frameworks to reduce costs and improve customer journeys; focus on innovation and partnership to drive change and achieve growth in new product areas and customer segments; and have a sharper focus on capital allocation and deploying it more effectively for customers, in particular by re-focusing its NatWest Markets franchise (‘NWM franchise’).

 

As part of its new Purpose-led Strategy, the RBS Group has set a number of financial, capital and operational targets and expectations, both for the short term and throughout the implementation period. Over the medium to long term, the RBS Group intends to achieve a 9-11% return on tangible equity and a CET1 ratio of 13–14%, with a sustained pay-out ratio of around 40% of attributable profit. In addition to making significant reductions in RWAs, achieving these targets will require further significant reductions to the RBS Group’s cost base, with c. £250 million of reductions targeted in 2020. Realising these cost reductions will result in material strategic costs, which may be more than currently expected. The continued focus on meeting cost reduction targets may also mean limited investment in other areas which could affect the RBS Group’s long-term prospects, product offering or competitive position and its ability to meet its other targets, including those related to customer satisfaction and its capacity to respond to climate change in line with its ambition. RBS Group’s commitment to align its lending and financing to the objectives of the Paris Agreement, drive significant reductions in its climate impact and develop sustainable finance products could materially affect the RBS Group’s business and operations. See also ‘The RBS Group’s new Purpose-led Strategy includes one area of focus on climate change which entails significant execution risk and is likely to require material changes to the business model of the RBS Group over the next ten years’. This impact, and any of the other factors above, could jeopardise the RBS Group’s ability to achieve its associated financial targets and generate sustainable returns.

 

The implementation of the new Purpose-led Strategy is highly complex and will take many years to fully embed. The RBS Group may not be able to successfully implement all aspects of this strategy or reach any or all of the related targets or expectations in the time frames contemplated or at all. In addition, the RBS Group’s ability to serve its target customers, scale certain ventures, deliver growth in new markets and restructure the NWM franchise may be impacted or lower than expected and previously anticipated revenue, profitability and cost reduction levels may not be achieved in the timescale envisaged or at any time. In particular, the Purpose-led Strategy entails a group-wide strategic cultural shift which involves a large number of concurrent and interdependent actions and initiatives, including a re-focussing of the NWM franchise, any of which could fail to be implemented in the manner and to the extent currently contemplated, due to operational, legal, execution or other issues. In addition, the successful implementation of the Purpose-led Strategy in part depends on initiatives and growth in ventures that are new to the RBS Group or to the market and therefore there is a risk that some or all such initiatives will not succeed, or may be limited in scope or scale, including due to its current ownership structure.

 

The scale and scope of the intended changes present material business, operational, IT system, internal culture, conduct and people risks to the RBS Group as the planning and implementation of the transformation programme are resource-intensive and disruptive, and will divert management resources. In addition, the changes being concurrently implemented will require the implementation and application of robust governance and controls frameworks, in particular with respect to any strategic partnerships and acquisitions, and further consolidation of IT systems and there is no guarantee that the RBS Group will be successful in doing so. The implementation of the Purpose-led Strategy could result in materially higher costs than currently contemplated, (including due to material uncertainties and factors outside of the RBS Group’s control) or could be phased in a manner other than currently expected. These risks will be present throughout the period of implementation which is expected to last during the medium term, and in some cases, materially beyond.

 

Changes in the economic, political and regulatory environment in which the RBS Group operates or regulatory uncertainty and changes, strong market competition and industry disruption or economic volatility, including as a result of the continued uncertainty surrounding the terms of the UK’s exit from the EU, or changes in the scale and timing of policy responses on climate change, may require the RBS Group to adjust aspects of its Purpose-led Strategy or the timeframe for its implementation. In particular, because some initiatives depend on achieving growth in new ventures and markets for the RBS Group, the Purpose-led Strategy is vulnerable to an economic downturn. Furthermore, any new strategy requires ongoing confidence from customers and the wider market, without which customer activity and related income levels may fall or the RBS Group’s reputation may be adversely affected.

 

Each of these risks, and others identified in these Risk Factors, individually or collectively could jeopardise the implementation and delivery of the Purpose-led Strategy, result in higher than expected restructuring costs, impact the RBS Group’s products and services offering, reputation with customers or business model and adversely impact the RBS Group’s ability to deliver its strategy and meet its targets and guidance, each of which could in turn have a material adverse impact on the RBS Group’s results of operations, financial condition and prospects.

 

RBS – Annual Report on Form 20-F 2019

286

 

 

 


 

Risk factors

 

 

 

 

Over the next three years, the RBS Group intends to re-focus its NatWest Markets franchise to the RBS Group’s corporate and institutional customer offering and realise significant reductions in risk weighted assets, cost base and complexity. This entails significant commercial, operational and execution risks and the intended benefits for RBS Group may not be realised within the timeline and in the manner currently contemplated.

As part of the new Purpose-led Strategy announced on 14 February 2020, the RBS Group intends to implement a more strategically congruent and economically sustainable model for its NWM franchise. Over the medium term, it intends to re-focus the NWM franchise on principally serving the RBS Group’s corporate and institutional customer base. This will require NWM Group to simplify its operating model and technology platform, as well as reduce its cost base and capital requirements. A focus of the NWM franchise realignment is the intended reduction in its level of RWAs, to reduce it to c. 10% of the RBS Group’s RWAs in the medium term. This is intended to be achieved by exiting certain exposures and optimising inefficient capital across the NWM Group, especially in relation to its Rates products. It is anticipated that the re-focusing of the NWM franchise is expected to be capital ratio accretive in year one and over the course of the transition plan period.

 

The realignment of the NatWest Markets franchise entails significant execution risks and is based on management plans, projections and models and are subject to certain material assumptions and judgments which may prove to be incorrect such that the go-forward strategy is re-assessed for example: if revenues reduce relatively faster than costs; material execution issues arise or market distress occurs; if RWAs take longer to exit or are more costly to reduce than anticipated; or if the key franchise legal entities, NWM Plc and NWM N.V., have difficulties accessing the funding market on acceptable terms or at all.

 

Implementing these changes to the NWM franchise entails significant commercial and operational and risks. These include risks around how it is perceived by its customers and stakeholders and the ability for NWM to retain employees required to deliver the transition and whom are key for its go-forward strategic priorities. Revenues and costs may be negatively impacted (revenues, for example, may decrease significantly more quickly than associated costs) and the implementation may be more difficult or expensive than expected, including as a result of the UK’s exit from the EU and regulatory requirements. The orderly run-down of certain of its portfolios and the reduction of its risk-weighted assets may be accompanied by the recognition of disposal losses which may be higher than anticipated, including due to a degraded economic environment, and may not lead to a concurrent and proportionate reduction in required capital. The NWM Plc and NWM N.V. boards support the strategy and the associated plans and budgets, but successful implementation of the strategy within the NWM franchise will need their continued support, as well as that of the NWM .N.V. boards and NWM management.

 

Risks relating to the re-focussing of the RBS Group’s NatWest Markets franchise could have a material adverse impact on the RBS Group’s results of operations, financial condition and prospects.

 

The RBS Group’s new Purpose-led Strategy includes one area of focus on climate change which entails significant execution risk and is likely to require material changes to the business model of the RBS Group over the next ten years.

The RBS Group’s new strategy on climate change, together with its commitments under the UN Principles on Responsible Banking to align its strategy to the 2015 Paris Agreement, will require significant resource to develop the capacity and methodology to understand, and measure the climate impact of the emissions from its financing activity. There is currently no standard approach or methodology to measure such emissions and provide a scenario-based model for alignment to the 2015 Paris Agreement (‘Paris Alignment’). The RBS Group must identify its approach to this on a short time scale to meet its target of setting and publishing sector-specific targets by 2021 and its goal of setting comprehensive climate impact scenario-based reduction targets and plans for Paris Alignment by 2022, and be able to adequately define and benchmark its current climate impact to demonstrate its progress against its ambition to reduce this by half over the next 10 years. Any delay to establishing such targets and developing its plan for Paris Alignment may entail reputational and market risk, and increase the risks the RBS Group faces as a result of climate change.

 

It is expected that the targets and measures that the RBS Group will need to adopt in line with its new strategy on climate change will require significant reductions to the RBS Group’s financed emissions to be realised which, together with the impact of embedding climate into its risk framework and other regulatory, policy and market changes, is likely to necessitate far reaching changes to the RBS Group’s business model and existing exposures, and potentially on timescales outside of risk appetite. Whilst the risks presented by climate change are unprecedented in magnitude and scale, how the RBS Group implements its strategy to respond to climate change may also have a material adverse effect on the RBS Group’s results of operations, financial condition, prospects, business growth, its competitiveness, and profitability over the short, medium and long term. Once established, there is no certainty that the RBS Group will be able to meet its climate change targets and ambitions or that seeking to do so will not have an adverse impact on the RBS Group, including its competition position. See also ‘The RBS Group expects to face significant risks in connection with climate change and the transition to a low carbon economy, which may adversely impact the RBS Group’.

 

Operational and IT resilience risk

The RBS Group is subject to increasingly sophisticated and frequent cyberattacks.

The RBS Group is experiencing an increase in cyberattacks across both the entire RBS Group and against the RBS Group’s supply chain, re-enforcing the importance of due diligence and close working with the third parties on which the RBS Group relies. The RBS Group is reliant on technology, against which there is a constantly evolving series of attacks that are increasing in terms of frequency, sophistication, impact and severity. As cyberattacks evolve and become more sophisticated, the RBS Group is required to continue to invest in additional capability designed to defend against the emerging threats. In 2019, the RBS Group was subjected to a small number of Distributed Denial of Service (‘DDOS’) attacks, which are a pervasive and significant threat to the global financial services industry. The focus is to mitigate the impact of the attacks and sustain availability of services for RBS Group’s customers. The RBS Group continues to invest significant resources in the development and evolution of cyber security controls that are designed to minimise the potential effect of such attacks.

 

Hostile attempts are made by third parties to gain access to and introduce malware (including ransomware) into the RBS Group’s IT systems, and to exploit vulnerabilities. The RBS Group has information and cyber security controls in place, which are subject to review on a continuing basis but given the nature of the threat, there can be no assurance that such measures will prevent all attacks in the future. See also, ‘The RBS Group’s operations are highly dependent on its complex IT systems, and any IT failure could adversely affect the RBS Group’.

 

Any failure in the RBS Group’s cybersecurity policies, procedures or controls, may result in significant financial losses, major business disruption, inability to deliver customer services, or loss of data or other sensitive information (including as a result of an outage) and may cause associated reputational damage. Any of these factors could increase costs (including costs relating to notification of, or compensation for customers, credit monitoring or card reissuance), result in regulatory investigations or sanctions being imposed or may affect the RBS Group’s ability to retain and attract customers. Regulators in the UK, US, Europe and Asia continue to recognise cybersecurity as an increasing systemic risk to the financial sector and have highlighted the need for financial institutions to improve their monitoring and control of, and resilience

 

RBS – Annual Report on Form 20-F 2019

287

 

 

 


 

Risk factors

 

 

 

 

(particularly of critical services) to cyberattacks, and to provide timely notification of them, as appropriate.

 

Additionally, third parties may also fraudulently attempt to induce employees, customers, third party providers or other users who have access to the RBS Group’s systems to disclose sensitive information in order to gain access to the RBS Group’s data or that of the RBS Group’s customers or employees. Cyber security and information security events can derive from groups or factors such as: internal or external threat actors, human error, fraud or malice on the part of the RBS Group’s employees or third parties, including third party providers, or may result from accidental technological failure.

 

The RBS Group expects greater regulatory engagement, supervision and enforcement in relation to its overall resilience to withstand IT and related disruption, either through a cyberattack or some other disruptive event. Such increased regulatory engagement, supervision and enforcement is uncertain in relation to scope, consequence and pace of change, which could negatively impact the RBS Group. Due to the RBS Group’s reliance on technology and the increasing sophistication, frequency and impact of cyberattacks, it is likely that such attacks could have a material adverse impact on the RBS Group its results of operations, financial condition and prospects.

 

In accordance with the EU General Data Protection Regulation (‘GDPR’), the RBS Group is required to ensure it implements timely, appropriate and effective organisational and technological safeguards against unauthorised or unlawful access to the data of the RBS Group, its customers and its employees. In order to meet this requirement, the RBS Group relies on the effectiveness of its internal policies, controls and procedures to protect the confidentiality, integrity and availability of information held on its IT systems, networks and devices as well as with third parties with whom the RBS Group interacts. A failure to monitor and manage data in accordance with the GDPR requirements of the applicable legislation may result in financial losses, regulatory fines and investigations and associated reputational damage. In addition, whilst the RBS Group takes measures to prevent, detect and minimise attacks, the RBS Group’s systems, and those of third party providers, are subject to frequent cyberattacks.

 

The RBS Group operations and strategy are highly dependent on the effective use and accuracy of data.

The RBS Group relies on the effective use of accurate data to support and improve its operations and deliver its strategy. Failure to produce underlying high quality data and/or the ineffective use of such data could result in a failure to satisfy its customers’ expectations including by delivering innovative products and services. This could place RBS Group at a competitive disadvantage, inhibit its efforts to reduce costs and improve its systems, controls and processes, and result in a failure to deliver the RBS Group’s strategy. The use of unethical or inappropriate data and/or non-compliance with customer data and privacy protection could give rise to conduct and litigation risks and could also increase the risk of an operational event or losses or other adverse consequences due to inappropriate models, systems, processes, decisions or other actions, which in turn could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

Operational risks are inherent in the RBS Group’s businesses.

Operational risk is the risk of loss resulting from inadequate or failed internal processes, procedures, people or systems, or from external events, including legal risks. The RBS Group operates in many countries, offering a diverse range of products and services supported by 62,900 employees as at 31 December 2019; it therefore has complex and diverse operations. As a result, operational risks or losses can arise from a number of internal or external factors (including financial crime). These risks are also present when the RBS Group relies on third-party suppliers or vendors to provide services to it or its customers, as is increasingly the case as the RBS Group outsources certain functions, including with respect to the implementation of new technologies, innovation and responding to regulatory and market changes.

 

Operational risks continue to be heightened as a result of the implementation of the RBS Group’s Purpose-led Strategy, including the refocusing of its NatWest Markets franchise, the RBS Group’s current cost-reduction measures and conditions affecting the financial services industry generally (including Brexit and other geo-political developments) as well as the legal and regulatory uncertainty resulting therefrom. This may place significant pressure on the RBS Group’s ability to maintain effective internal controls and governance frameworks. The effective management of operational risks is critical to meeting customer service expectations and retaining and attracting customer business. Although the RBS Group has implemented risk controls and mitigation actions, with resources and planning having been devoted to mitigate operational risk, such measures may not be effective in controlling each of the operational risks faced by the RBS Group. Ineffective management of such risks could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects. See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes’.

 

The RBS Group’s operations are highly dependent on its complex IT systems, and any IT failure could adversely affect the RBS Group.

The RBS Group’s operations are highly dependent on the ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations. The proper functioning of the RBS Group’s payment systems, financial crime and sanctions controls, risk management, credit analysis and reporting, accounting, customer service and other IT systems, as well as the communication networks between its branches and main data processing centres, is critical to the RBS Group’s operations.

 

Individually or collectively, any critical system failure, material loss of service availability or material breach of data security could cause serious damage to the RBS Group’s ability to provide services to its customers, which could result in reputational damage, significant compensation costs or regulatory sanctions (including fines resulting from regulatory investigations) or a breach of applicable regulations. In particular, such issues could cause long-term damage to the RBS Group’s reputation and could affect its regulatory approvals, competitive position, business and brands, which could undermine its ability to attract and retain customers. This risk is heightened as the RBS Group outsources certain functions and continues to innovate and offer new digital solutions to its customers as a result of the trend towards online and mobile banking.

 

In 2019, the RBS Group continued to make considerable investments to further simplify, upgrade and improve its IT and technology capabilities (including migration of certain services to cloud platforms). The RBS Group continues to develop and enhance digital services for its customers and seeks to improve its competitive position through enhancing controls and procedures and strengthening the resilience of services including cyber security. Should such investment and rationalisation initiatives fail to achieve the expected results or prove to be insufficient due to cost-challenges or otherwise, this could negatively affect the RBS Group’s operations, its reputation and ability to retain or grow its customer business or adversely impact its competitive position, which could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

The RBS Group relies on attracting, retaining and developing senior management and skilled personnel, and is required to maintain good employee relations.

The RBS Group’s current and future success depends on its ability to attract, retain and develop highly skilled and qualified personnel,

 

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including senior management, directors and key employees, in a highly competitive labour market and under internal cost reduction pressures. This entails risk, particularly in light of the implementation of the RBS Group’s Purpose-led Strategy and refocusing of its NatWest Markets franchise, heightened regulatory oversight of banks and the increasing scrutiny of, and (in some cases) restrictions placed upon, employee compensation arrangements, in particular those of banks in receipt of government support such as the RBS Group, all of which may have an adverse effect on the RBS Group’s ability to hire, retain and engage well-qualified employees. The market for skilled personnel is increasingly competitive, especially for technology-focussed roles, thereby raising the cost of hiring, training and retaining skilled personnel. In addition, certain economic, market and regulatory conditions and political developments (including Brexit) may reduce the pool of candidates for key management and non-executive roles, including non-executive directors with the right skills, knowledge and experience, or increase the number of departures of existing employees.

 

Many of the RBS Group’s employees in the UK, the Republic of Ireland (‘ROI’) and continental Europe are represented by employee representative bodies, including trade unions. Engagement with its employees and such bodies is important to the RBS Group in maintaining good employee relations. Any failure to do so could impact the RBS Group’s ability to operate its business effectively, which in turn may have a material adverse effect on its results of operations, financial condition and prospects.

 

A failure in the RBS Group’s risk management framework could adversely affect the RBS Group, including its ability to achieve its strategic objectives.

Risk management is an integral part of all of the RBS Group’s activities and includes the definition and monitoring of the RBS Group’s risk appetite and reporting on the RBS Group’s risk exposure and the potential impact thereof on the RBS Group’s financial condition. Financial risk management is highly dependent on the use and effectiveness of internal stress tests and models and ineffective risk management may arise from a wide variety of factors, including lack of transparency or incomplete risk reporting, unidentified conflicts or misaligned incentives, lack of accountability control and governance, lack of consistency in risk monitoring and management or insufficient challenges or assurance processes. Failure to manage risks effectively could adversely impact the RBS Group’s reputation or its relationship with its regulators, customers, shareholders or other stakeholders.

 

The RBS Group’s operations are inherently exposed to conduct risks. These include business decisions, actions or reward mechanisms that are not responsive to or aligned with the RBS Group’s regulatory obligations, customers’ needs or do not reflect the RBS Group’s customer-focussed strategy, ineffective product management, unethical or inappropriate use of data, implementation and utilisation of new technologies, outsourcing of customer service and product delivery, the possibility of mis-selling of financial products and mishandling of customer complaints. Some of these risks have materialised in the past and ineffective management and oversight of conduct risks may lead to further remediation and regulatory intervention or enforcement. The RBS Group’s businesses are also exposed to risks from employee misconduct including non-compliance with policies and regulations, negligence or fraud (including financial crimes), any of which could result in regulatory fines or sanctions and serious reputational or financial harm to the RBS Group.

 

The RBS Group has been seeking to embed a strong risk culture across the organisation and has implemented policies and allocated new resources across all levels of the organisation to manage and mitigate conduct risk and expects to continue to invest in its risk management framework. However, such efforts may not insulate the RBS Group from future instances of misconduct and no assurance can be given that the RBS Group’s strategy and control framework will be effective. Any failure in the RBS Group’s risk management framework could have a material adverse effect on the RBS Group its results of operations, financial condition and prospects through reputational and financial harm and may result in the inability to achieve its strategic objectives for its customers, employees and wider stakeholders.

 

The RBS Group’s operations are subject to inherent reputational risk.

Reputational risk relates to stakeholder and public perceptions of the RBS Group arising from an actual or perceived failure to meet stakeholder expectations, including with respect to the RBS Group’s Purpose-led Strategy and related targets, due to any events, behaviour, action or inaction by the RBS Group, its employees or those with whom the RBS Group is associated. This includes brand damage, which may be detrimental to the RBS Group’s business, including its ability to build or sustain business relationships with customers, and may cause low employee morale, regulatory censure or reduced access to, or an increase in the cost of, funding. Reputational risk may arise whenever there is a material lapse in standards of integrity, compliance, customer or operating efficiency and may adversely affect the RBS Group’s ability to attract and retain customers. In particular, the RBS Group’s ability to attract and retain customers (and, in particular, corporate and retail depositors) may be adversely affected by, amongst others: negative public opinion resulting from the actual or perceived manner in which the RBS Group conducts or modifies its business activities and operations, media coverage (whether accurate or otherwise), employee misconduct, the RBS Group’s financial performance, IT systems failures or cyberattacks, data breaches, financial crime, the level of direct and indirect government support, or the actual or perceived practices in the banking and financial industry in general, or a wide variety of other factors, each of which could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects. See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes’.

 

Modern technologies, in particular online social networks and other broadcast tools which facilitate communication with large audiences in short time frames and with minimal costs, may also significantly increase and accelerate the impact of damaging information and allegations.

 

Although the RBS Group has implemented a Reputational Risk Policy to improve the identification, assessment and management of customers, transactions, products and issues which represent a reputational risk, the RBS Group cannot be certain that it will be successful in avoiding damage to its business from reputational risk.

 

Economic and political risk

Prevailing uncertainty regarding the terms of the UK’s withdrawal from the European Union has adversely affected and will continue to affect the RBS Group.

Following the EU Referendum in June 2016, and pursuant to the exit process triggered under Article 50 of the Treaty on European Union in March 2017 and the ratification of the withdrawal agreement by the UK government and the EU (through the Council of Ministers), the UK ceased to be a member of the EU and the European Economic Area (‘EEA’) on 31 January 2020 (‘Brexit’) and entered a transition period, currently due to expire on 31 December 2020. During this transition period, the UK retains the benefits of membership of the EU’s internal market and the customs union, but loses its representation in the EU’s institutions and its role in EU decision-making.

 

The UK and EU are currently seeking to determine the terms of their future relationship by the end of the transition period, and the resulting economic, trading and legal relationships with both the EU and other counterparties currently remain unclear and subject to significant uncertainty. If the UK and EU do not agree a new comprehensive trade agreement by the end of the transition period and the transition period is not extended, then, subject to separate agreements being made with third countries, the UK would be expected to operate on basic

 

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World Trade Organization terms, the outcome of which for RBS Group would be similar in certain respects to a ‘no-deal’ Brexit, and which may result in, amongst others, loss of access to the EU single market for goods and services, the imposition of import duties and controls on trade between the UK and the EU and related trade disruption.

 

The direct and indirect effects of the UK’s exit from the EU and the EEA are expected to affect many aspects of the RBS Group’s business and operating environment, including as described elsewhere in these risk factors, and may be material and/or cause a near-term impact on impairments. See also, ‘The RBS Group faces increased political and economic risks and uncertainty in the UK and global markets’. As a result of such anticipated effects, the RBS Group has engaged in significant and costly Brexit planning and contingency planning and expects to continue to do so. The direct and indirect effects of the UK’s exit from the EU and the EEA may also impede the RBS Group’s ability to deliver its Purpose-led Strategy and refocusing of its NatWest Markets franchise. See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes’ and ‘Over the next three years, the RBS Group intends to re-focus its NatWest Markets franchise to the RBS Group’s CIB customer offering and realise significant reductions in risk weighted assets, cost base and complexity. This entails significant commercial, operational and execution risks and the intended benefits for RBS Group may not be realised within the timeline and in the manner currently contemplated’.

 

The longer term effects of Brexit on the RBS Group’s operating environment depend significantly on the terms of the ongoing relationship between the UK and EU and are difficult to predict. They are subject to wider global macro-economic trends and events, but may significantly impact the RBS Group and its customers and counterparties who are themselves dependent on trading with the EU or personnel from the EU. They may result in, or be exacerbated by, periodic financial volatility and slower economic growth, in the UK in particular, but also in the ROI, the rest of Europe and potentially the global economy.

 

Significant uncertainty exists as to the respective legal and regulatory arrangements under which the RBS Group and its subsidiaries will operate once the transition period has ended. The legal and political uncertainty and any actions taken as a result of this uncertainty, as well as new or amended rules, could have a significant impact on the RBS Group’s non-UK operations and/or legal entity structure, including attendant restructuring costs, level of impairments, capital requirements, regulatory environment and tax implications and as a result may adversely impact the RBS Group’s results of operations, financial condition, prospects, profitability, competitive position,, business model and product offering.

 

The RBS Group has obtained the requisite regulatory permissions (including third country licence branch approvals and access to TARGET2 clearing and settlement mechanisms) it currently considers are required for continuity of business as a result of the UK’s departure from the EU. These are required in order to maintain the ability to clear euro payments and to serve non-UK EEA customers if there is a loss of access to the European Single Market. These changes to the RBS Group’s operating model have been costly and may require further changes to its business operations, product offering and customer engagement. The regulatory permissions from the Dutch and German authorities are conditional in nature and will require on-going compliance with certain conditions, including maintaining minimum capital level and deposit balances as well as a defined local physical presence going forward; such conditions may be subject to change in the future. Maintaining these permissions and the RBS Group’s access to the euro payment infrastructure will be fundamental to its business going forward and further changes to the RBS Group’s business operations may be required.

 

The RBS Group faces increased political and economic risks and uncertainty in the UK and global markets.

In the UK, significant economic and political uncertainty continues to surround the terms of Brexit and now also the future relationship between the UK and the EU. See also, ‘Prevailing uncertainty regarding the terms of the UK’s withdrawal from the European Union has adversely affected and will continue to affect the RBS Group’.

 

The RBS Group faces additional political uncertainty as to how the Scottish parliamentary process (including, as a result of any further Scottish independence referendum or the next Scottish Parliament elections in May 2021) may adversely impact the RBS Group. RBSG plc and a number of other RBS Group entities (including NWM Plc) are headquartered and/or incorporated in Scotland. Any changes to Scotland’s relationship with the UK or the EU (as an indirect result of Brexit or other developments) would impact the environment in which the RBS Group and its subsidiaries operate, and may require further changes to the RBS Group’s structure, independently or in conjunction with other mandatory or strategic structural and organisational changes which could have a material adverse impact on the RBS Group, its results of operations, financial condition and prospects.

 

Actual or perceived difficult global economic conditions can create challenging economic and market conditions and a difficult operating environment for the RBS Group’s businesses and its customers and counterparties, thereby affecting its financial performance.

 

The outlook for the global economy over the medium-term remains uncertain due to a number of factors including: trade barriers and the increased possibility of trade wars, widespread political instability, an extended period of low inflation and low interest rates, and global regional variations in the impact and responses to these factors. Such conditions could be worsened by a number of factors including political uncertainty or macro-economic deterioration in the Eurozone, China or the US, the conflicts or tensions the Middle East or Asia, increased instability in the global financial system and concerns relating to further financial shocks or contagion (for example, due to economic concerns in emerging markets), market volatility or fluctuations in the value of the pound sterling, new or extended economic sanctions, volatility in commodity prices or concerns regarding sovereign debt. This may be compounded by the ageing demographics of the populations in the markets that the RBS Group serves, or rapid change to the economic environment due to the adoption of technology and artificial intelligence. Any of the above developments could adversely impact the RBS Group directly (for example, as a result of credit losses) or indirectly (for example, by impacting global economic growth and financial markets and the RBS Group’s customers and their banking needs).

 

In addition, the RBS Group is exposed to risks arising out of geopolitical events or political developments, such as trade barriers, exchange controls, sanctions and other measures taken by sovereign governments that may hinder economic or financial activity levels. Furthermore, unfavourable political, military or diplomatic events, including secession movements or the exit of other member states from the EU, armed conflict, pandemics and widespread public health crises (including the recent coronavirus outbreak, the impact of which will depend on future developments, which are highly uncertain and cannot be predicted), state and privately sponsored cyber and terrorist acts or threats, and the responses to them by governments and markets, could negatively affect the business and performance of the RBS Group, including as a result of the indirect effect on regional or global trade and/or the RBS Group’s customers.

 

The value of the RBS Group’s financial instruments may be materially affected by market risk, including as a result of market fluctuations. Market volatility, illiquid market conditions and disruptions in the credit markets may make it extremely difficult to value certain of the RBS Group’s financial instruments, particularly during periods of market displacement which could cause a

 

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decline in the value of the RBS Group’s financial instruments, which may have a material adverse effect on the RBS Group’s results of operations, financial condition, prospects in future periods, or result in inaccurate carrying values for certain financial instruments.

 

In addition, financial markets are susceptible to severe events evidenced by rapid depreciation in asset values, which may be accompanied by a reduction in asset liquidity. Under these conditions, hedging and other risk management strategies may not be as effective at mitigating trading losses as they would be under more normal market conditions. Moreover, under these conditions, market participants are particularly exposed to trading strategies employed by many market participants simultaneously and on a large scale, increasing the RBS Group’s counterparty risk. The RBS Group’s risk management and monitoring processes seek to quantify and mitigate the RBS Group’s exposure to more extreme market moves. However, severe market events have historically been difficult to predict and the RBS Group could realise significant losses if extreme market events were to occur.

 

The RBS Group expects to face significant risks in connection with climate change and the transition to a low carbon economy which may adversely impact the RBS Group.

The risks associated with climate change are subject to rapidly increasing prudential and regulatory, political and societal focus, both in the UK and internationally. Embedding climate risk into the RBS Group’s risk framework, and adapting the RBS Group’s operations and business strategy to address the physical risks of climate change and the risk associated with a transition to a low carbon economy in line with its Purpose-led Strategy and ambition to reduce the climate impact of its financing activities and evolving regulatory requirements and market expectations is expected to have a significant impact on the RBS Group.

 

Multilateral agreements, in particular the 2015 Paris Agreement, and subsequent UK and Scottish Government commitments to achieving net zero carbon emissions by 2050 and 2045, respectively, will require widespread levels of adjustment across all sectors of the UK economy and markets in which the RBS Group operates. Some sectors such as property, energy, infrastructure (including transport) and agriculture are expected to be particularly impacted. The nature and timing of the far-reaching commercial, technological, policy and regulatory changes that this transition will entail remain uncertain. The UK Government and UK regulators, including the PRA, the RBSG plc’s UK prudential regulator, have indicated it is a priority issue. The impact of such regulatory, policy, commercial and technological changes is expected to be highly significant and may be disruptive, especially if such changes do not occur in an orderly or timely manner or are not effective in reducing emissions sufficiently.

 

Furthermore, the nature and timing of the manifestation of the physical risks of climate change (which include more extreme specific weather events such as flooding and heat waves and longer term shifts in climate) are also uncertain, and their impact on the economy is predicted to be more acute if carbon emissions are not reduced on a timely basis or to the requisite extent. Recent data indicates that global carbon emissions are continuing to increase. The potential impact on the economy includes, but is not limited to, lower GDP growth, significant changes in asset prices and profitability of industries, higher unemployment and the prevailing level of interest rates. See also, ‘The RBS Group’s new Purpose-led Strategy includes one area of focus on climate change which entails significant execution risk and is likely to require material changes to the business model of the RBS Group over the next ten years’, ‘The RBS Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect the RBS Group’ and ‘Any reduction in the credit rating assigned to RBSG plc, any of its subsidiaries or any of their respective debt securities could adversely affect the availability of funding for the RBS Group, reduce the RBS Group’s liquidity position and increase the cost of funding’.

 

If the RBS Group does not adequately embed climate risk into its risk framework to appropriately measure, manage and disclose the various financial, transition and physical risks it faces associated with climate change, or fails to implement its new strategy on climate change and adapt its business model to the changing regulatory requirements and market expectations on a timely basis, it may have a material and adverse impact on the RBS Group’s results of operations, financial condition, prospects, level of business growth, its competitiveness, profitability, prudential capital requirements, ESG ratings, credit ratings, cost of funding and reputation.

 

HM Treasury (or UKGI on its behalf) could exercise a significant degree of influence over the RBS Group and further offers or sales of the RBS Group’s shares held by HM Treasury may affect the price of securities issued by the RBS Group.

In its November 2018 Autumn Budget, the UK Government announced its intention to continue the process of privatisation of RBSG plc and to carry out a programme of sales of RBSG plc ordinary shares with the objective of selling all of its remaining shares in RBSG plc by 2023-2024. On 6 February 2019, RBSG plc obtained shareholder approval to participate in certain directed share buyback activities. As at 31 December 2019, the UK Government held 62.1% of the issued ordinary share capital of RBSG plc. There can be no certainty as to the continuation of the sell-down process or the timing or extent of such sell-downs which could result in a prolonged period of increased price volatility on the RBS Group’s ordinary shares.

 

Any offers or sale, or expectations relating to the timing thereof, of a substantial number of ordinary shares by HM Treasury, or any associated directed buyback activity by the RBS Group, could affect the prevailing market price for the outstanding ordinary shares of RBSG plc.

 

In addition, UK Government Investments Limited (‘UKGI’) manages HM Treasury’s shareholder relationship with RBSG plc and, although HM Treasury has indicated that it intends to respect the commercial decisions of the RBS Group and that the RBS Group will continue to have its own independent board of directors and management team determining its own strategy, its position as a majority shareholder (and UKGI’s position as manager of this shareholding) means that HM Treasury or UKGI could exercise a significant degree of influence over, among other things, the election of directors and appointment of senior management, the RBS Group’s capital strategy, dividend policy, remuneration policy or the conduct of the RBS Group’s operations, and HM Treasury or UKGI’s approach depends on government policy, which could change, including as a result of a general election. The manner in which HM Treasury or UKGI exercises HM Treasury’s rights as majority shareholder could give rise to conflicts between the interests of HM Treasury and the interests of other shareholders, including as a result of a change in government policy which could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

Changes in interest rates have significantly affected and will continue to affect the RBS Group’s business and results.

Interest rate risk is significant for the RBS Group, as monetary policy has been accommodative in recent years, including as a result of certain policies implemented by the Bank of England and HM Treasury such as the Term Funding Scheme, which have helped to support demand at a time of pronounced fiscal tightening and balance sheet repair. However, there remains considerable uncertainty as to the direction of interest rates and pace of change (as set by the Bank of England and other major central banks) as well as the general UK political climate. Further decreases in interest rates and/or continued sustained low or negative interest rates could put pressure on the RBS Group’s interest margins and may have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects. In addition, a continued period of low interest rates and flat yield curves has affected and may continue to affect the RBS Group’s interest rate margin realised between lending and borrowing costs.

 

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Conversely, while increases in interest rates may support RBS Group income, sharp increases in interest rates could lead to generally weaker than expected growth, or even contracting GDP, reduced business confidence, higher levels of unemployment or underemployment, adverse changes to levels of inflation, and falling property prices in the markets in which the RBS Group operates, each of which could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

Changes in foreign currency exchange rates may affect the RBS Group’s results and financial position.

Although the RBS Group is now principally a UK and ROI-focussed banking group, it is subject to foreign exchange risk from capital deployed in the RBS Group’s foreign subsidiaries, branches and joint arrangements, and non-trading foreign exchange risk, including customer transactions and profits and losses that are in a currency other than the functional currency of the transaction entity. The RBS Group also relies on issuing securities in foreign currencies that assist in meeting the RBS Group’s minimum requirements for own funds and eligible liabilities (‘MREL’). The RBS Group maintains policies and procedures designed to manage the impact of exposures to fluctuations in currency rates. Nevertheless, changes in currency rates, particularly in the sterling-US dollar and euro-sterling rates, can adversely affect the value of assets, liabilities (including the total amount of regulatory capital and MREL eligible instruments), income, RWAs, capital base and expenses and the reported earnings of the RBS Group’s UK and non-UK subsidiaries and may have a material adverse effect on the RBS Group’s income from foreign exchange dealing, results of operations, financial condition and prospects and may also require incremental MREL eligible instruments to be issued.

 

Decisions of major central banks (including by the Bank of England, the European Central Bank and the US Federal Reserve) and political or market events (including Brexit and the general UK political climate), which are outside of the RBS Group’s control, may lead to sharp and sudden variations in foreign exchange rates.

 

Financial resilience risk

The RBS Group may not meet targets and be in a position to continue to make discretionary capital distributions (including dividends to shareholders).

As part of the RBS Group’s strategy, the RBS Group has become a principally UK and ROI-focussed banking group and as part of its Purpose-led Strategy has set a number of financial, capital and operational targets for the RBS Group including in respect of: CET1 ratio targets, return on tangible equity (‘ROTE’), leverage ratio targets, funding plans and requirements, reductions in RWAs and the timing thereof, employee engagement, diversity and inclusion as well as environmental, social and customer satisfaction targets and discretionary capital distributions (including dividends to shareholders). See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes’.

 

The RBS Group’s ability to meet its targets and to successfully meet its strategy is subject to various internal and external factors and risks. These include, but are not limited to, market, regulatory, macroeconomic and political uncertainties, operational risks and risks relating to the RBS Group’s business model and strategy (including risks associated with ESG and climate issues) and litigation, governmental actions, investigations and regulatory matters.

 

A number of factors may impact the RBS Group’s ability to maintain its CET1 ratio target of 13-14% (over the medium to long term) and make discretionary capital distributions. See also, ‘The RBS Group may not meet the prudential regulatory requirements for capital and MREL, or manage its capital effectively, which could trigger the execution of certain management actions or recovery options’.

 

The RBS Group’s ability to meet its planned reductions in its annual underlying costs may vary considerably from year to year. Furthermore, the focus on meeting cost reduction targets may result in limited investment in other areas which could affect the RBS Group’s long-term product offering or competitive position and its ability to meet its other targets, including those related to customer satisfaction.

 

Any failure of the RBS Group to meet its targets, successfully meet its strategy or make discretionary capital distributions could have a material adverse impact on the RBS Group’s business, financial condition, results of operations and prospects. There is no certainty that the RBS Group’s Purpose-led Strategy will be successfully executed, that the RBS Group will meet its targets and expectations or be in a position to continue to distribute capital, or that the RBS Group will be a viable, competitive or profitable banking business.

 

The RBS Group operates in markets that are highly competitive, with increasing competitive pressures and technology disruption.

The markets for UK financial services, and the other markets within which the RBS Group operates, are highly competitive. The RBS Group expects such competition to continue or intensify in response to evolving customer behaviour, technological changes (including the growth of digital banking, including from fintech entrants), competitor behaviour, new entrants to the market (including non-traditional financial services providers such as large retail or technology conglomerates, who may have competitive advantages in scale, technology and customer engagement), competitive foreign-exchange offerings, industry trends resulting in increased disaggregation or unbundling of financial services or conversely the re-intermediation of traditional banking services, and the impact of regulatory actions and other factors. In particular, developments in the financial sector resulting from new banking, lending and payment solutions offered by rapidly evolving incumbents, challengers and new entrants, notably with respect to payment services and products, and the introduction of disruptive technology may impede the RBS Group’s ability to grow or retain its market share and impact its revenues and profitability, particularly in its key UK retail banking segment. Moreover, innovations such as biometrics, artificial intelligence, the cloud, blockchain, and quantum computing may rapidly facilitate industry transformation. These trends may be catalysed by various regulatory and competition policy interventions, particularly as a result of the UK initiative on Open Banking and other remedies imposed by the Competition and Markets Authority (CMA) which are designed to further promote competition within retail banking, as well as the competition-enhancing measures under the RBS Group’s Alternative Remedies Package see also, ‘The cost of implementing the Alternative Remedies Package could be more onerous than anticipated’.

 

Increasingly many of the products and services offered by the RBS Group are, and will become, technology intensive, for example Bó, Mettle, Esme, FreeAgent, Tyl, APtimise and Path, some of the RBS Group’s recent fintech ventures. The RBS Group’s ability to develop digital solutions that comply with related regulatory changes has become increasingly important to retaining and growing the RBS Group’s customer business in the UK. There can be no certainty that the RBS Group’s innovation strategy (which includes investment in its IT capability intended to address the material increase in customer use of online and mobile technology for banking as well as selective acquisitions, which carry associated risks) will be successful or that it will allow the RBS Group to continue to grow such services in the future. Certain of the RBS Group’s current or future competitors may be more successful in implementing innovative technologies for delivering products or services to their customers. The RBS Group may also fail to identify future opportunities or derive benefits from disruptive technologies in the context of rapid technological innovation, changing customer behaviour and growing regulatory demands, including the UK initiative on Open Banking (PSD2) and Open Finance (for which the FCA announced a call for input in December 2019), resulting in increased competition from both traditional banking businesses as well as new providers of financial services, including technology companies with strong brand recognition, that may be able to develop financial services at a lower cost base.

 

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Furthermore, the RBS Group’s competitors may be better able to attract and retain customers and key employees and may have access to lower cost funding and/or be able to attract deposits on more favourable terms than the RBS Group. Although the RBS Group invests in new technologies and participates in industry and research led initiatives aimed at developing new technologies, such investments may be insufficient or ineffective, especially given the RBS Group’s focus on its cost savings targets. This may limit additional investment in areas such as financial innovation and therefore could affect the RBS Group’s offering of innovative products or technologies for delivering products or services to customers and its competitive position. Furthermore, the development of innovative products depends on the RBS Group’s ability to produce underlying high quality data, failing which its ability to offer innovative products may be compromised.

 

If the RBS Group is unable to offer competitive, attractive and innovative products that are also profitable, it will lose market share, incur losses on some or all of its activities and lose opportunities for growth. In this context, the RBS Group is investing in the automation of certain solutions and interactions within its customer-facing businesses, including through artificial intelligence. Such initiatives may result in operational, reputational and conduct risks if the technology used is defective, or is not fully integrated into the RBS Group’s current solutions or does not deliver expected cost savings. The investment in automated processes will likely also result in increased short-term costs for the RBS Group.

 

In addition, recent and future disposals and restructurings by the RBS Group, the implementation of its Purpose-led Strategy, including the refocusing of its NatWest Markets franchise and delivery on its climate ambition, cost-reduction measures, as well as employee remuneration constraints, may also have an impact on its ability to compete effectively and intensified competition from incumbents, challengers and new entrants in the RBS Group’s core markets could affect the RBS Group’s ability to maintain satisfactory returns. See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes. Moreover, activist investors have increasingly become engaged and interventionist in recent years, which may pose a threat to the RBS Group’s strategic initiatives. Furthermore, continued consolidation in certain sectors of the financial services industry could result in the RBS Group’s remaining competitors gaining greater capital and other resources, including the ability to offer a broader range of products and services and geographic diversity, or the emergence of new competitors.

 

These and other changes in the RBS Group’s competitive environment could have a material adverse effect on RBS Group’s business, margins, profitability, financial condition and prospects.

 

The RBS Group has significant exposure to counterparty and borrower risk.

The RBS Group has exposure to many different industries, customers and counterparties, and risks arising from actual or perceived changes in credit quality and the recoverability of monies due from borrowers and other counterparties are inherent in a wide range of the RBS Group’s businesses. The RBS Group is exposed to credit risk if a customer, borrower or counterparty defaults, or under IFRS 9, suffers a sufficiently significant deterioration of credit quality such that, under SICR (‘significant increases in credit risk’) rules, it moves to Stage 2 for impairment calculation purposes. The RBS Group’s lending strategy and associated processes may fail to identify or anticipate weaknesses or risks in a particular sector, market or borrower, or fail to adequately value physical or financial collateral. This may result in increased default rates or a higher loss given default for loans, which may, in turn, impact the RBS Group’s profitability. See also, ‘Capital and risk management — Credit Risk’.

 

The credit quality of the RBS Group’s borrowers and other counterparties is impacted by prevailing economic and market conditions and by the legal and regulatory landscape in the UK and any deterioration in such conditions or changes to legal or regulatory landscapes could worsen borrower and counterparty credit quality and consequently impact the RBS Group’s ability to enforce contractual security rights. See also, ‘The RBS Group faces increased political and economic risks and uncertainty in the UK and global markets’. In particular, developments relating to Brexit, or the consequences thereof, may adversely impact credit quality in the UK and the resulting negative economic outlook could drive an increased level of credit impairments reflecting the more forward-looking nature of IFRS 9. See also, ‘Prevailing uncertainty regarding the terms of the UK’s withdrawal from the European Union has adversely affected and will continue to affect the RBS Group’.

 

Within the UK, the level of household indebtedness remains high although the pace of consumer credit growth has slowed during 2019. The ability of such households to service their debts could be challenged by a period of high unemployment or increased interest rates. In particular, the RBS Group may be affected by volatility in property prices (including as a result of Brexit and the general UK political climate) given that the RBS Group’s mortgage loan and wholesale property portfolios as at 31 December 2019, amounted to £210.3 billion, representing 61.9% of the RBS Group’s total customer loan exposure. If property prices were to weaken this could lead to higher impairment charges, particularly if default rates also increase. In addition, the RBS Group’s credit risk may be exacerbated if the collateral that it holds cannot be realised as a result of market conditions or regulatory intervention or if it is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due to the RBS Group. This is most likely to occur during periods of illiquidity or depressed asset valuations.

 

Concerns about, or a default by, a financial institution could lead to significant liquidity problems and losses or defaults by other financial institutions, since the commercial and financial soundness of many financial institutions is closely related and inter-dependent as a result of credit, trading, clearing and other relationships. Any perceived lack of creditworthiness of a counterparty may lead to market-wide liquidity problems and losses for the RBS Group. This systemic risk may also adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the RBS Group interacts on a daily basis. See also, ‘The RBS Group may not be able to adequately access sources of liquidity and funding’.

 

As a result, borrower and counterparty credit quality may cause accelerated impairment charges under IFRS 9, increased repurchase demands, higher costs, additional write-downs and losses for the RBS Group and an inability to engage in routine funding transactions which would have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

The RBS Group is exposed to the financial institutions industry, including sovereign debt securities, banks, financial intermediation providers (including providing facilities to financial sponsors and funds, backed by assets or investor commitments) and securitised products (typically senior lending to special purpose vehicles backed by pools of financial assets). Due to the RBS Group’s exposure to the financial industry, it also has exposure to shadow banking entities (ie, entities which carry out banking activities outside a regulated framework). Recently, there has been increasing regulatory focus on shadow banking. In particular, the European Banking Authority Guidelines (EBA/GL/2015/20) require the RBS Group to identify and monitor its exposure to shadow banking entities, implement and maintain an internal framework for the identification, management, control and mitigation of the risks associated with exposure to shadow banking entities, and ensure effective reporting and governance in respect such exposure. If the RBS Group is unable to properly identify and monitor its shadow banking exposure, maintain an adequate framework, or ensure effective reporting and governance in respect of shadow banking

 

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exposure, this may have a material adverse effect on the results of operations, financial condition and prospects of the RBS Group.

 

The RBS Group may not meet the prudential regulatory requirements for capital and MREL, or manage its capital effectively, which could trigger the execution of certain management actions or recovery options.

The RBS Group is required by regulators in the UK, the EU and other jurisdictions in which it undertakes regulated activities to maintain adequate financial resources. Adequate capital also gives the RBS Group financial flexibility in the face of turbulence and uncertainty in the global economy and specifically in its core UK and European markets, as well as permitting the RBS Group to make discretionary capital distributions (including dividends to shareholders).

 

As at 31 December 2019, the RBS Group’s CET1 ratio was 16.2% and the RBS Group currently targets to maintain its CET1 ratio at 13 -14% over the medium to long term. The RBS Group’s target capital ratio is based on a combination of its expected regulatory requirements and internal modelling, including stress scenarios and management’s and/or the PRA’s views on appropriate buffers above minimum operating levels.

 

The RBS Group’s current capital strategy is based on the expected accumulation of additional capital through the accrual of profits over time, planned capital actions (including issuances, redemptions, and discretionary capital distributions), RWA growth in the form of regulatory uplifts and lending growth and other capital management initiatives which focus on improving capital efficiency.

 

A number of factors may impact the RBS Group’s ability to maintain its current CET1 ratio target and achieve its capital strategy. These include, amongst other things:

 

·              a depletion of its capital resources through increased costs or liabilities, reduced profits or losses (including as a result of extreme one-off incidents such as cyberattack, fraud or conduct issues) or, sustained periods of low or lower interest rates, reduced asset values resulting in write-downs, impairments, changes in accounting policy, accounting charges or foreign exchange movements;

 

·              a failure to reduce RWAs in accordance within the timeline contemplated by the RBS Group’s capital plan;

 

·              an increase in the quantum of RWAs in excess of that expected, including due to regulatory changes;

 

·              changes in prudential regulatory requirements including the RBS Group’s Total Capital Requirement set by the PRA, including Pillar 2 requirements and regulatory buffers (including the increased 2% countercyclical capital buffer for UK banks with effect from 16 December 2020), as well as any applicable scalars; and reduced dividends from the RBS Group’s subsidiaries because of changes in their financial performance and/or the extent to which local capital requirements exceed RBS Group’s target ratio; and

 

·              limitations on the use of double leverage, i.e. RBSG plc’s use of borrowed money to invest in the equity of its subsidiaries, as a result of the Bank of England’s and/or the RBS Group’s evolving views on distribution of capital within groups.

 

A shortage of capital could in turn affect the RBS Group’s capital ratio, and/or ability to make capital distributions.

 

In accordance with the provisions of CRD IV, a minimum level of capital adequacy is required to be met by RBS Group in order for it to be entitled to make certain discretionary payments, and institutions which fail to meet the combined buffer requirement are subject to restricted discretionary payments. The resulting restrictions are scaled according to the extent of the breach of the combined buffer requirement and calculated as a percentage of the profits of the institution since the last distribution of profits or discretionary payment which gives rise to a maximum distributable amount (MDA) (if any) that the financial institution can distribute through discretionary payments. In the event of a breach of the combined buffer requirement, the RBS Group will be required to calculate its MDA, and as a consequence it may be necessary for the RBS Group to reduce or cease discretionary payments (including payments of dividends to shareholders) to the extent of the breach.

 

In addition to regulatory capital, RBSG plc is required to maintain a set quantum of MREL set as a percentage of its RWAs. MREL comprises loss-absorbing senior funding and regulatory capital instruments. The Bank of England has identified single point-of-entry as the preferred resolution strategy for the RBS Group. As a result, RBSG plc is the only RBS Group entity that can externally issue securities that count towards the RBS Group’s MREL requirements, the proceeds of which can then be downstreamed to meet the internal MREL issuance requirements of its operating entities and intermediate holding companies as required.

 

If the RBS Group is unable to raise the requisite amount of regulatory capital or MREL, downstream the proceeds of MREL to subsidiaries, as required, in the form of internal MREL, or to otherwise meet its regulatory capital, MREL and leverage requirements, it may be exposed to increased regulatory supervision or sanctions, loss of investor confidence and constrained or more expensive funding and be unable to make dividend payments on its ordinary shares or maintain discretionary payments on capital instruments.

 

If, under a stress scenario, the level of capital or MREL falls outside of risk appetite, there are a range of recovery management actions (focussed on risk reduction and mitigation) that the RBS Group could take to manage its capital levels, which may not be sufficient to restore adequate capital levels. Under the EU Bank Recovery and Resolution Directive (‘BRRD’), as implemented in the UK, the RBSG Group must maintain a recovery plan acceptable to its regulator, such that a breach of the RBS Group’s applicable capital or leverage requirements may trigger the application of the RBS Group’s recovery plan to remediate a deficient capital position. The RBS Group’s regulator may request that the RBS Group carry out certain capital management actions or, if the RBS Group’s CET1 ratio falls below 7%, certain regulatory capital instruments issued by the RBS Group will be written-down or converted into equity and there may be an issue of additional equity by the RBS Group, which could result in the dilution of the RBS Group’s existing shareholders. The success of such issuances will also be dependent on favourable market conditions and the RBS Group may not be able to raise the amount of capital required on acceptable terms or at all. Separately, the RBS Group may address a shortage of capital by taking action to reduce leverage exposure and/or RWAs via asset or business disposals. Such actions may, in turn, affect, among other things, the RBS Group’s product offering, credit ratings, ability to operate its businesses, pursue its current strategies and pursue strategic opportunities, any of which may have a material adverse effect on the results of operations, financial condition, prospects, the underlying profitability of the RBS Group and future growth potential. See also, ‘The RBS Group may become subject to the application of UK statutory stabilisation or resolution powers which may result in, among other actions, the cancellation, transfer or dilution of ordinary shares, or the write-down or conversion of certain of the RBS Group’s securities’.

 

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The RBS Group is subject to Bank of England oversight in respect of resolution, and the RBS Group could be adversely affected should the Bank of England deem the RBS Group’s preparations to be inadequate.

The RBS Group is subject to regulatory oversight by the Bank of England, and is required (under the PRA rulebook) to carry out an assessment of its preparations for resolution, submit a report of the assessment to the PRA, and disclose a summary of this report. The initial report is due to be submitted to the PRA on 2 October 2020 and the Bank of England’s assessment of RBS Group’s preparations is scheduled to be released on 11 June 2021.

 

The RBS Group has dedicated significant resources towards the preparation of the RBS Group for a potential resolution scenario. However, if the assessment reveals that the RBS Group is not adequately prepared to be resolved, or does not have adequate plans in place to meet resolvability requirements by 1 January 2022, the RBS Group may be required to take action to enhance its preparations to be resolvable, resulting in additional cost and the dedication of additional resources. Such actions may adversely affect the RBS Group, resulting in restrictions on maximum individual and aggregate exposures, a requirement to dispose of specified assets, a requirement to cease carrying out certain activities and/or maintaining a specified amount of MREL which in turn may have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects. This may also result in reputational damage and/or loss of investor confidence.

 

The RBS Group may not be able to adequately access sources of liquidity and funding.

The RBS Group is required to access sources of liquidity and funding through retail and wholesale deposits, as well as through the debt capital markets. As at 31 December 2019, the RBS Group held £389.7 billion in deposits. The level of deposits may fluctuate due to factors outside the RBS Group’s control, such as a loss of confidence (including in individual RBS Group entities), increasing competitive pressures for retail customer deposits or the reduction or cessation of deposits by foreign wholesale depositors, which could result in a significant outflow of deposits within a short period of time. An inability to grow, or any material decrease in, the RBS Group’s deposits could, particularly if accompanied by one of the other factors described above, materially affect the RBS Group’s ability to satisfy its liquidity or funding needs.

 

As at 31 December 2019, the RBS Group’s liquidity coverage ratio was 152%. If its liquidity position were to come under stress, and if the RBS Group were unable to raise funds through deposits or in the debt capital markets on acceptable terms or at all, its liquidity position could be adversely affected and it might be unable to meet deposit withdrawals on demand or at their contractual maturity, to repay borrowings as they mature, to meet its obligations under committed financing facilities, to comply with regulatory funding requirements, to undertake certain capital and/or debt management activities, or to fund new loans, investments and businesses. The RBS Group may need to liquidate unencumbered assets to meet its liabilities, including disposals of assets not previously identified for disposal to reduce its funding commitments. In a time of reduced liquidity, the RBS Group may be unable to sell some of its assets, or may need to sell assets at depressed prices, which in either case could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

Any reduction in the credit rating assigned to RBSG plc, any of its subsidiaries or any of their respective debt securities could adversely affect the availability of funding for the RBS Group, reduce the RBS Group’s liquidity position and increase the cost of funding.

Rating agencies regularly review RBSG plc and other RBS Group entity credit ratings, which could be negatively affected by a number of factors that can change over time, including the credit rating agency’s assessment of the RBS Group’s strategy and management’s capability; its financial condition including in respect of profitability, asset quality, capital, funding and liquidity; the level of political support for the industries in which the RBS Group operates; the implementation of structural reform; the legal and regulatory frameworks applicable to the RBS Group’s legal structure; business activities and the rights of its creditors; changes in rating methodologies; changes in the relative size of the loss-absorbing buffers protecting bondholders and depositors; the competitive environment, political and economic conditions in the RBS Group’s key markets (including the impact of Brexit and any further Scottish independence referendum); any reduction of the UK’s sovereign credit rating and market uncertainty. See also, ‘The RBS Group has announced a new Purpose-led Strategy which will entail a period of transformation and require an internal cultural shift across the RBS Group. It carries significant execution and operational risks and it may not achieve its stated aims and targeted outcomes’.

 

In addition, credit ratings agencies are increasingly taking into account environmental, social and governance (“ESG”) factors, including climate risk, as part of the credit ratings analysis, as are investors in their investment decisions.

 

Any reductions in the credit ratings of RBSG plc or of certain other RBS Group entities, including, in particular, downgrades below investment grade, or a deterioration in the capital markets’ perception of the RBS Group’s financial resilience could significantly affect the RBS Group’s access to money markets, reduce the size of its deposit base and trigger additional collateral or other requirements in derivatives contracts and other secured funding arrangements or the need to amend such arrangements, which could adversely affect the RBS Group’s (and, in particular, RBSG plc’s) cost of funding and its access to capital markets and could limit the range of counterparties willing to enter into transactions with the RBS Group (and, in particular, RBSG plc). This could in turn adversely impact its competitive position and have a material adverse effect on the RBS group’s results of operations, financial condition and prospects.

 

The RBS Group may be adversely affected if it fails to meet the requirements of regulatory stress tests.

The RBS Group is subject to annual stress tests by its regulator in the UK and is also subject to stress tests by European regulators with respect to RBSG plc, NWM N.V. and Ulster Bank Ireland DAC. Stress tests are designed to assess the resilience of banks to potential adverse economic or financial developments and ensure that they have robust, forward-looking capital planning processes that account for the risks associated with their business profile. If the stress tests reveal that a bank’s existing regulatory capital buffers are not sufficient to absorb the impact of the stress, then it is possible that the bank will need to take action to strengthen its capital position.

 

Failure by the RBS Group to meet the quantitative and qualitative requirements of the stress tests as set forth by its UK regulator or those elsewhere may result in: the RBS Group’s regulators requiring the RBS Group to generate additional capital, reputational damage, increased supervision and/or regulatory sanctions, restrictions on capital distributions and loss of investor confidence, each of which may have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

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The RBS Group could incur losses or be required to maintain higher levels of capital as a result of limitations or failure of various models.

Given the complexity of the RBS Group’s business, strategy and capital requirements, the RBS Group relies on analytical models for a wide range of purposes, including to manage its business, assess the value of its assets and its risk exposure, as well as to anticipate capital and funding requirements (including to facilitate the RBS Group’s mandated stress testing). In addition, the RBS Group utilises models for valuations, credit approvals, calculation of loan impairment charges on an IFRS 9 basis, financial reporting and for financial crime and fraud risk management. The RBS Group’s models, and the parameters and assumptions on which they are based, are periodically reviewed and updated to maximise their accuracy.

 

Such models are inherently designed to be predictive in nature. Failure of these models, including due to errors in model design or inputs, to accurately reflect changes in the micro and macroeconomic environment in which the RBS Group operates, to capture risks and exposures at the subsidiary level, to be updated in line with the RBS Group’s current business model or operations, or findings of deficiencies by the RBS Group’s regulators (including as part of the RBS Group’s mandated stress testing) may result in increased capital requirements or require management action. The RBS Group may also face adverse consequences as a result of actions based on models that are poorly developed, implemented or used, models that are based on inaccurate or compromised data or as a result of the modelled outcome being misunderstood, or by such information being used for purposes for which it was not designed. Risks arising from the use of models could have a material adverse effect on the RBS Group’s business, financial condition and results of operations, minimum capital requirements and reputation.

 

The RBS Group’s financial statements are sensitive to the underlying accounting policies, judgments, estimates and assumptions.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses, exposures and RWAs. Due to the inherent uncertainty in making estimates (particularly those involving the use of complex models), future results may differ from those estimates. Estimates, judgments, assumptions and models take into account historical experience and other factors, including market practice and expectations of future events that are believed to be reasonable under the circumstances.

 

The accounting policies deemed critical to the RBS Group’s results and financial position, based upon materiality and significant judgments and estimates, which include loan impairment provisions, are set out inCritical accounting policies and key sources of estimation uncertainty’ on page 208. New accounting standards and interpretations that have been issued by the International Accounting Standards Board but which have not yet been adopted by the RBS Group are discussed in ‘Accounting developments’ on page 208. Changes resulting from such new accounting standards and interpretations could have a material adverse effect on the RBS Group’s results of operations, financial condition, prospects and capital position.

 

Changes in accounting standards may materially impact the RBS Group’s financial results.

Changes in accounting standards or guidance by accounting bodies or in the timing of their implementation, whether immediate or foreseeable, could result in the RBS Group having to recognise additional liabilities on its balance sheet, or in further write-downs or impairments to its assets and could also have a material adverse effect on the  results of operations, financial condition and prospects of the RBS Group.

 

The valuation of financial instruments, including derivatives, measured at fair value can be subjective, in particular where models are used which include unobservable inputs. Generally, to establish the fair value of these instruments, the RBS Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently credible, internal valuation models that utilise observable market data. In certain circumstances, the data for individual financial instruments or classes of financial instruments utilised by such valuation models may not be available or may become unavailable due to prevailing market conditions. In such circumstances, the RBS Group’s internal valuation models require the RBS Group to make assumptions, judgments and estimates to establish fair value, which are complex and often relate to matters that are inherently uncertain.

 

With effect form 1 January 2019, the RBS Group adopted IFRS 16 Leases, as disclosed in the Accounting Policies. This increased Other assets by £1.3 billion and Other liabilities by £1.7 billion. While adoption of this standard has had no effect on the RBS Group’s cash flows, it has impacted financial ratios, which may influence investors’ perception of the financial condition of the RBS Group.

 

The value or effectiveness of any credit protection that the RBS Group has purchased depends on the value of the underlying assets and the financial condition of the insurers and counterparties.

The RBS Group has some remaining credit exposure arising from over-the-counter derivative contracts, mainly credit default swaps (CDSs), and other credit derivatives, each of which are carried at fair value. The fair value of these CDSs, as well as the RBS Group’s exposure to the risk of default by the underlying counterparties, depends on the valuation and the perceived credit risk of the instrument against which protection has been bought. Many market counterparties have been adversely affected by their exposure to residential mortgage-linked and corporate credit products, whether synthetic or otherwise, and their actual and perceived creditworthiness may deteriorate rapidly. If the financial condition of these counterparties or their actual or perceived creditworthiness deteriorates, the RBS Group may record further credit valuation adjustments on the credit protection bought from these counterparties under the CDSs. The RBS Group also recognises any fluctuations in the fair value of other credit derivatives. Any such adjustments or fair value changes may have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

The RBS Group’s results could be adversely affected if an event triggers the recognition of a goodwill impairment.

The RBS Group capitalises goodwill, which is calculated as the excess of the cost of an acquisition over the net fair value of the identifiable assets, liabilities and contingent liabilities acquired. Acquired goodwill is recognised at cost less any accumulated impairment losses. As required by IFRS, the RBS Group tests goodwill for impairment at least annually, or more frequently when events or circumstances indicate that it might be impaired.

 

An impairment test compares the recoverable amount (the higher of the value in use and fair value less cost to sell) of an individual cash generating unit with its carrying value. At 31 December 2019, the RBS Group carried goodwill of £5.6 billion on its balance sheet. The value in use and fair value of the RBS Group’s cash-generating units are affected by market conditions and the economies in which the RBS Group operates.

 

Where the RBS Group is required to recognise a goodwill impairment, it is recorded in the RBS Group’s income statement, but it has no effect on the RBS Group’s regulatory capital position. Further impairments of the RBS Group’s goodwill could have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

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The RBS Group may become subject to the application of UK statutory stabilisation or resolution powers which may result in, among other actions, the cancellation, transfer or dilution of ordinary shares, or the write-down or conversion of certain other of the RBS Group’s securities.

 

The Banking Act 2009, as amended (‘Banking Act’), implemented the BRRD in the UK and created a special resolution regime (‘SRR’). Under the SRR, HM Treasury, the Bank of England and the PRA and FCA (together ‘Authorities’) are granted substantial powers to resolve and stabilise UK-incorporated financial institutions. Five stabilisation options exist under the current SRR: (i) transfer of all of the business of a relevant entity or the shares of the relevant entity to a private sector purchaser; (ii) transfer of all or part of the business of the relevant entity to a ‘bridge bank’ wholly-owned by the Bank of England; (iii) transfer of part of the assets, rights or liabilities of the relevant entity to one or more asset management vehicles for management of the transferor’s assets, rights or liabilities; (iv) the write-down, conversion, transfer, modification, or suspension of the relevant entity’s equity, capital instruments and liabilities; and (v) temporary public ownership of the relevant entity. These tools may be applied to RBSG plc as the parent company or an affiliate where certain conditions are met (such as, whether the firm is failing or likely to fail, or whether it is reasonably likely that action will be taken (outside of resolution) that will result in the firm no longer failing or being likely to fail). Moreover, the SRR provides for modified insolvency and administration procedures for relevant entities, and confers ancillary powers on the Authorities, including the power to modify or override certain contractual arrangements in certain circumstances. The Authorities are also empowered by order to amend the law for the purpose of enabling the powers under the SRR to be used effectively. Such orders may promulgate provisions with retrospective applicability.

 

Under the Banking Act, the Authorities are generally required to have regard to specified objectives in exercising the powers provided for by the Banking Act. One of the objectives (which is required to be balanced as appropriate with the other specified objectives) refers to the protection and enhancement of the stability of the financial system of the UK. Moreover, the ‘no creditor worse off’ safeguard contained in the Banking Act may not apply in relation to an application of the separate write-down and conversion power relating to capital instruments under the Banking Act, in circumstances where a stabilisation power is not also used; holders of debt instruments which are subject to the power may, however, have ordinary shares transferred to or issued to them by way of compensation.

 

Uncertainty exists as to how the Authorities may exercise the powers granted to them under the Banking Act including the determination of actions undertaken in relation to the ordinary shares and other securities of the RBS Group and may depend on factors outside of the RBS Group’s control. Moreover, the relevant provisions of the Banking Act remain untested in practice.

 

If the RBS Group is at or is approaching the point of non-viability such that regulatory intervention is required, any exercise of the resolution regime powers by the Authorities may adversely affect holders of RBSG plc’s ordinary shares or other RBS Group securities that fall within the scope of the resolution regime powers. This may result in various actions being undertaken in relation to the RBS Group and any securities of the RBS Group, including cancellation, transfer, dilution, write-down or conversion (as applicable). There may also be a corresponding material adverse effect on the market price of such securities.

 

Legal, regulatory and conduct risk

The RBS Group’s businesses are subject to substantial regulation and oversight, which are constantly evolving and may adversely affect the RBS Group.

The RBS Group is subject to extensive laws, regulations, corporate governance practice and disclosure requirements, administrative actions and policies in each jurisdiction in which it operates. Many of these have been introduced or amended recently and are subject to further material changes, which may increase compliance and conduct risks. The RBS Group expects government and regulatory intervention in the financial services industry to remain high for the foreseeable future.

 

In recent years, regulators and governments have focussed on reforming the prudential regulation of the financial services industry and the manner in which the business of financial services is conducted. Amongst others, measures have included: enhanced capital, liquidity and funding requirements, implementation of the UK ring-fencing regime, implementation and strengthening of the recovery and resolution framework applicable to financial institutions in the UK, the EU and the US, financial industry reforms (including in respect of MiFID II), enhanced data privacy and IT resilience requirements, enhanced regulations in respect of the provision of ‘investment services and activities’, and increased regulatory focus in certain areas, including conduct, consumer protection regimes, anti-money laundering, anti-bribery, anti-tax evasion, payment systems, sanctions and anti-terrorism laws and regulations. This has resulted in the RBS Group facing greater regulation and scrutiny in the UK, the US and other countries in which it operates.

 

Recent regulatory changes, proposed or future developments and heightened levels of public and regulatory scrutiny in the UK, the EU and the US have resulted in increased capital, funding and liquidity requirements, changes in the competitive landscape, changes in other regulatory requirements and increased operating costs, and have impacted, and will continue to impact, product offerings and business models. In particular, the RBS Group is required to continue to comply with regulatory requirements in respect of the implementation of the UK ring-fencing regime and to ensure operational continuity in resolution; the steps required to ensure such compliance entail significant costs, and also impose significant operational, legal and execution risk. Serious consequences could arise should the RBS Group be found to be non-compliant with such regulatory requirements. Such changes may also result in an increased number of regulatory investigations and proceedings and have increased the risks relating to the RBS Group’s ability to comply with the applicable body of rules and regulations in the manner and within the time frames required.

 

Any of these developments (including any failure to comply with new rules and regulations) could have a significant impact on the RBS Group’s authorisations and licences, the products and services that the RBS Group may offer, its reputation and the value of its assets, the RBS Group’s operations or legal entity structure, and the manner in which the RBS Group conducts its business. Areas in which, and examples of where, governmental policies, regulatory and accounting changes and increased public and regulatory scrutiny could have an adverse impact (some of which could be material) on the RBS Group include, but are not limited to, those set out above as well as the following:

 

·             general changes in government, central bank, regulatory or competition policy, or changes in regulatory regimes that may influence investor decisions in the markets in which the RBS Group operates;

·             amendments to the framework or requirements relating to the quality and quantity of regulatory capital to be held by the RBS Group as well as liquidity and leverage requirements, either on a solo, consolidated or subgroup level;

·             changes to the design and implementation of national or supranational mandated recovery, resolution or insolvency regimes or the implementation of additional or conflicting loss-absorption requirements, including those mandated under UK rules, the BRRD or MREL;

·             additional rules and regulatory initiatives and review relating to customer protection and resolution of disputes and complaints, including increased focus by regulators (including the Financial Ombudsman Service) on how institutions conduct business, particularly with regard to the delivery of fair outcomes for customers and orderly/transparent markets;

 

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·             rules and regulations relating to, and enforcement of, anti-corruption, anti-bribery, anti-money laundering, anti-terrorism, sanctions, anti-tax evasion or other similar regimes;

·             the imposition of additional restrictions on the RBS Group’s ability to compensate its senior management and other employees and increased responsibility and liability rules applicable to senior and key employees;

·             rules relating to foreign ownership, expropriation, nationalisation and confiscation of assets;

·             changes to corporate governance practice and disclosure requirements, senior manager responsibility, corporate structures and conduct of business rules;

·             financial market infrastructure reforms establishing new rules applying to investment services, short selling, market abuse, derivatives markets and investment funds;

·             increased attention to the protection and resilience of, and competition and innovation in, UK payment systems and retail banking developments relating to the UK initiative on Open Banking, Open Finance and the European directive on payment services;

·             new or increased regulations relating to customer data and privacy protection as well as IT controls and resilience, including the GDPR;

·             the introduction of, and changes to, taxes, levies or fees applicable to the RBS Group’s operations, such as the imposition of a financial transaction tax, changes in tax rates, changes in the scope and administration of the Bank Levy, increases in the bank corporation tax surcharge in the UK, restrictions on the tax deductibility of interest payments or further restrictions imposed on the treatment of carry-forward tax losses that reduce the value of deferred tax assets and require increased payments of tax;

·             laws and regulations in respect of climate change and sustainable finance (including ESG) considerations; and

·             other requirements or policies affecting the RBS Group and its profitability or product offering, including through the imposition of increased compliance obligations or obligations which may lead to restrictions on business growth, product offerings, or pricing.

 

To support the UK’s goal of Net Zero by 2050, the UK and Scottish governments and UK and international regulators, such as the PRA and European Commission, are actively seeking to develop new and existing regulations directly and indirectly focussed on climate change and the associated financial risks. Regulatory and policy developments, such as the minimum energy efficient requirements for residential and commercial real estate, may have a significant impact on the markets in which the RBS Group operates, especially mortgage lending, and its associated credit, market and financial risk profile.

 

In a Joint Declaration on Climate Change published in July 2019, the PRA, FCA, Financial Reporting Council and The Pensions Regulator set out their commitment to working collaboratively to address the risks of climate change. In October 2019, the RBS Group submitted its initial plan to meet the PRA’s supervisory expectations in its supervisory statement (SS 3/19) which sets forth an expectation that regulated entities adopt a Board-level strategic approach to managing and mitigating the financial risks of climate change and embed the management of them into their governance frameworks, subject to existing prudential regulatory supervisory tools (including stress testing and individual and systemic capital requirements). In addition, The Bank of England announced in December 2019 that it will use the 2021 biennial exploratory scenario (BES) to stress banks on certain climate scenarios to test the resilience of the current business models of the largest banks, insurers and the financial system to the physical and transition risks from climate change. The prudential regulation of climate risk will be an important driver in how the RBS Group otherwise decides how it allocates capital and further develop its risk appetite for financing certain types of activity or engaging with counterparties that do not align to a transition to a net zero economy.

 

The FCA have also announced that climate change and green finance will be priorities with a focus on disclosure, integrating climate change into decision-making and consumers’ access to green financial services. The RBS Group also recognises various legislative actions and proposals by, among others, the European Commission’s Action Plan on Sustainable Finance which include a taxonomy on sustainable finance. Many of these legislative and regulatory initiatives, and especially the EU taxonomy, are focused on developing standardised definitions for the green and sustainable criteria of assets and liabilities, which could change over time and impact the RBS Group’s recognition of its climate financing activity and lead to reputational and conduct risk on its own sustainable financing activity.

 

Changes in laws, rules or regulations, or in their interpretation or enforcement, or the implementation of new laws, rules or regulations, including contradictory or conflicting laws, rules or regulations by key regulators or policymakers in different jurisdictions, or failure by the RBS Group to comply with such laws, rules and regulations, may have a material adverse effect on the RBS Group’s business, results of operations, financial condition and prospects. In addition, uncertainty and insufficient international regulatory coordination as enhanced supervisory standards are developed and implemented may adversely affect the RBS Group’s ability to engage in effective business, capital and risk management planning.

 

The RBS Group is subject to a number of legal, regulatory and governmental actions and investigations as well as associated remedial undertakings, the outcomes of which are inherently difficult to predict, and which could have an adverse effect on the RBS Group.

The RBS Group’s operations are diverse and complex and it operates in legal and regulatory environments that expose it to potentially significant legal proceedings, and civil and criminal regulatory and governmental actions. The RBS Group has settled a number of legal and regulatory actions over the past several years but continues to be, and may in the future be, involved in such actions in the US, the UK, Europe and other jurisdictions.

 

The legal and regulatory actions specifically referred to below are, in the RBS Group’s view, the most significant legal and regulatory actions to which the RBS Group is currently exposed. However, the RBS Group is also subject to a number of ongoing reviews, investigations and proceedings (both formal and informal) by governmental law enforcement and other agencies and litigation proceedings, relating to, among other matters, the offering of securities, conduct in the foreign exchange market, the setting of benchmark rates such as LIBOR and related derivatives trading, the issuance, underwriting, and sales and trading of fixed-income securities (including government securities), product mis-selling, customer mistreatment, anti-money laundering, antitrust and various other compliance issues. Legal and regulatory actions are subject to many uncertainties, and their outcomes, including the timing, amount of fines or settlements or the form of any settlements, which may be material and in excess of any related provisions, are often difficult to predict, particularly in the early stages of a case or investigation, and the RBS Group’s expectation for resolution may change.

 

In particular, the RBS Group has for a number of years been involved in conduct-related reviews and redress projects, including a review of certain historical customer connections in its former Global Restructuring RBS Group (GRG), management of claims arising from historical sales of payment protection insurance, and a review of tracker mortgage products in the Republic of Ireland. In relation to the GRG review, the RBS Group established a complaints process in November 2016, overseen by an independent third party. The complaints process is now closed to new complaints, although the RBS Group continues to handle certain complaints that were made before the deadline for new complaints passed. In addition, the RBS Group continues to handle claims in relation to historical sales of payment protection insurance and took an additional provision of £900 million in third quarter of 2019, reflecting

 

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Risk factors

 

 

 

 

greater than predicted complaints volumes in the lead up to the 29 August 2019 deadline for making new PPI complaints.

 

In the ROI, Ulster Bank Ireland DAC remains engaged in a review of the treatment of customers who have been sold mortgages with a tracker interest rate or with a tracker interest rate entitlement. A redress and compensation exercise has now concluded although an appeals process is currently anticipated to run until at least the end of 2020. See also, ‘Litigation, investigations and reviews’ of Note 26 on the consolidated accounts for details of these matters. The RBS Group has dedicated resources in place to manage claims and complaints relating to the above and other conduct-related matters. Provisions taken in respect of such matters include the costs involved in administering the various complaints processes. Any failure to administer such processes adequately, or to handle individual complaints fairly or appropriately, could result in further claims as well as the imposition of additional measures or limitations on the RBS Group’s operations, additional supervision by the RBS Group’s regulators, and loss of investor confidence.

 

RBS Group companies are currently responding to a criminal investigation by the United States Attorney for the District of Connecticut (USAO) and the United States Department of Justice (DoJ), concerning securities trading in 2018 by certain former traders of NWM Plc, involving alleged spoofing. The trading activity occurred during the term of the non prosecution agreement (NPA) that NWMSI entered into with the USAO in October 2017 in connection with alleged misrepresentations to counterparties relating to secondary trading in various forms of asset-backed securities. Under the NPA, non-prosecution was conditioned on NWMSI and affiliated companies not engaging in conduct during the NPA that the USAO determines was a felony under federal or state law or a violation of the antifraud provisions of the United States securities law. See also, ‘Litigation, investigations and reviews’ of Note 26 to the consolidated accounts for details of these matters.

 

The duration and outcome of the criminal investigation into alleged spoofing, which may include the extension, modification, or deemed violation of the NPA, remain uncertain. No settlement may be reached and further substantial additional provisions and costs may be recognised. Any finding of criminal liability by US authorities as to NWM Plc, NWMSI, or an affiliate (including as a result of pleading guilty), as to either the alleged spoofing or the conduct underlying the NPA, could have material collateral consequences for RBS Group’s business. These may include consequences resulting from the need to reapply for various important licenses or obtain waivers to conduct certain existing activities of the RBS Group, particularly but not solely in the US, which may take a significant period of time and the results of which are uncertain. Failure to obtain such licenses or waivers could adversely impact the RBS Group’s business, in particular in the US, including if it results in the RBS Group being precluded from carrying out certain activities.

 

Adverse outcomes or resolution of current or future legal or regulatory actions, including conduct-related reviews or redress projects, could result in restrictions or limitations on the RBS Group’s operations, and could have a material adverse effect on the RBS Group’s results of operations, financial condition, prospects, capital position or its ability to meet regulatory capital adequacy requirements. Failure to comply with undertakings made by the RBS Group to its regulators may result in additional measures or penalties being taken against the RBS Group.

 

The RBS Group may not effectively manage the transition of LIBOR and other IBOR rates to alternative risk free rates.

UK and international regulators are driving a transition from the use of interbank offer rates (IBORs), including LIBOR, to alternative risk free rates (RFRs). In the UK, the FCA has asserted that they will not compel LIBOR submissions beyond 2021, thereby jeopardising its continued availability, and have strongly urged market participants to transition to RFRs, as has the CFTC and other regulators in the US. The RBS Group has a significant exposure to IBORs, and continues to reference it in certain products, primarily its derivatives, commercial lending and legacy securities. Although the RBS Group is actively engaged with customers and industry working groups to manage the risks relating to such exposure, and is exploring ways to utilise RFRs to the extent possible, the legal mechanisms to effect transition cannot be confirmed, and the impact cannot be determined nor any associated costs accounted for, until such time that RFRs are utilised exclusively, and there is market acceptance on the form of alternative RFRs for different products, and certain IBOR obligations may not be able to be changed. The transition and uncertainties around the timing and manner of transition to RFRs represent a number of risks for the RBS Group, its customers and the financial services industry more widely. Following an analysis of the RBS Group’s IBOR-linked financial products and instruments, the RBS Group has identified the following risks: legal risks (as changes will be required to documentation for new and the majority of existing transactions); financial risks (which may arise from any changes in valuation of financial instruments linked to benchmarks rates and may impact the RBS Group’s cost of funds and its risk management related financial models); pricing risks (such as changes to benchmark rates could impact pricing mechanisms on certain instruments); operational risks (due to the requirement to adapt IT systems, trade reporting infrastructure and operational processes); and conduct risks (which include communication regarding the potential impact on customers, and engagement with customers during the transition period).

 

It is therefore currently difficult to determine to what extent the changes will affect the RBS Group, or the costs of implementing any relevant remedial action. Uncertainty as to the nature and extent of such potential changes, alternative reference rates or other reforms including the potential continuation of the publication of LIBOR may adversely affect financial instruments using LIBOR as benchmarks. The implementation of any alternative RFRs may be impossible or impracticable under the existing terms of such financial instruments and could have a material adverse effect on the value of, return on and trading market for certain financial instruments and on the RBS Group’s profitability. There is also the risk of an adverse effect to reported performance arising from the transition rules established by accounting bodies, as certain rules (as proposed by the IASB) are still to be finalised.

 

The RBS Group operates in markets that are subject to intense scrutiny by the competition authorities.

There is significant oversight by competition authorities of the markets which the RBS Group operates in. The competitive landscape for banks and other financial institutions in the UK, the rest of Europe and the US is rapidly changing. Recent regulatory and legal changes have and may continue to result in new market participants and changed competitive dynamics in certain key areas, such as in retail and SME banking in the UK where the introduction of new entrants is being actively encouraged by the UK Government.

 

The UK retail banking sector has been subjected to intense scrutiny by the UK competition authorities and by other bodies, including the FCA and the Financial Ombudsman Service, in recent years, including with a number of reviews/inquiries being carried out, including market reviews conducted by the CMA and its predecessor the Office of Fair Trading regarding SME banking and personal banking products and services, the Independent Commission on Banking and the Parliamentary Commission on Banking Standards.

 

These reviews raised significant concerns about the effectiveness of competition in the retail banking sector. The CMA’s Retail Banking Market Order 2017 imposes remedies primarily intended to make it easier for consumers and businesses to compare personal current account (‘PCA’) and SME bank products, increase the transparency of price comparison between banks and amend PCA overdraft charging. These remedies impose additional compliance requirements on the RBS Group and could, in aggregate, adversely impact the RBS Group’s competitive position, product offering and revenues.

 

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Risk factors

 

 

 

 

Adverse findings resulting from current or future competition investigations may result in the imposition of reforms or remedies which may impact the competitive landscape in which the RBS Group operates or result in restrictions on mergers and consolidations within the financial sector, each of which my have a material adverse effect on the RBS Group’s results of operations, financial condition and prospects.

 

The cost of implementing the Alternative Remedies Package could be more onerous than anticipated.

In connection with the implementation of the Alternative Remedies Package (regarding the business previously described as Williams & Glyn), an independent body (‘Independent Body’) has been established to administer the Alternative Remedies Package. The implementation of the Alternative Remedies Package has involved costs for the RBS Group, including but not limited to the funding commitments of £425 million for the Capability and Innovation Fund and £350 million for the incentivised switching scheme, both being administered by the Independent Body. Implementation of the Alternative Remedies Package may involve additional costs for the RBS Group and may also divert resources from the RBS Group’s operations and jeopardise the delivery and implementation of other significant plans and initiatives. In addition, under the terms of the Alternative Remedies Package, the Independent Body may require the RBS Group to modify certain aspects of the RBS Group’s execution of the incentivised switching scheme, which could increase the cost of implementation. Furthermore, should the uptake within the incentivised switching scheme not be sufficient, the Independent Body has the ability to extend the duration of the scheme by up to twelve months, impose penalties of up to £50 million, and can compel the RBS Group to extend the customer base to which the scheme applies which may result in prolonged periods of disruption to a wider portion of the RBS Group’s business.

 

As a direct consequence of the incentivised switching scheme (which comprises part of the Alternative Remedies Package), the RBS Group will lose existing customers and deposits, which in turn will have adverse impacts on the RBS Group’s business and associated revenues and margins.

 

Furthermore, the capability and innovation fund (which also comprises part of the Alternative Remedies Package) is intended to benefit eligible competitors and negatively impact the RBS Group’s competitive position. To support the incentivised switching initiative, upon request by an eligible bank, the RBS Group has agreed to grant those customers which have switched to eligible banks under the incentivised switching scheme access to its branch network for cash and cheque handling services, which may impact customer service quality for the RBS Group’s own customers with consequent competitive, financial and reputational implications. The implementation of the incentivised switching scheme is also dependent on the engagement of the eligible banks with the incentivised switching scheme and the application of the eligible banks to and approval by the Independent Body. The incentivised transfer of SME customers to third party banks places reliance on those third parties to achieve satisfactory customer outcomes which could give rise to reputational damage to the RBS Group if these are not forthcoming.

 

A failure to comply with the terms of the Alternative Remedies Package could result in the imposition of additional measures or limitations on the RBS Group’s operations, additional supervision by the RBS Group’s regulators, and loss of investor confidence, any of which could have a material adverse impact on the RBS Group’s business, results of operations, financial condition and prospects.

 

Changes in tax legislation or failure to generate future taxable profits may impact the recoverability of certain deferred tax assets recognised by the RBS Group.

In accordance with IFRS (as adopted by the European Union), the RBS Group has recognised deferred tax assets on losses available to relieve future profits from tax only to the extent it is probable that they will be recovered. The deferred tax assets are quantified on the basis of current tax legislation and accounting standards and are subject to change in respect of the future rates of tax or the rules for computing taxable profits and offsetting allowable losses.

 

Failure to generate sufficient future taxable profits or further changes in tax legislation (including with respect to rates of tax) or accounting standards may reduce the recoverable amount of the recognised tax loss deferred tax assets, amounting to £1 billion as at 31 December 2019. Changes to the treatment of certain deferred tax assets may have a material adverse effect on RBS Group’s capital position, results of operation, financial condition and prospects. In addition, the RBS Group’s interpretation or application of relevant tax laws may differ from those of the relevant tax authorities and provisions are made for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities. The amounts ultimately paid may differ materially from the amounts provided depending on the ultimate resolution of such matters.

 

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Additional information

 

 

 

 

Description of property and equipment

RBS operates from a number of locations worldwide, principally in the UK. At 31 December 2019, the Royal Bank and NatWest had 145 and 657 retail branches respectively, in the UK. Ulster Bank has a footprint of 132 branches and a network of business banking offices across Northern Ireland and the Republic of Ireland. A substantial majority of the UK branches are owned by NWB Plc are held under leases with unexpired terms of over 50 years. RBS’s principal properties include its headquarters at Gogarburn, Edinburgh, its principal offices in London is 250 Bishopsgate and the Drummond House administration centre located at South Gyle, Edinburgh.

 

Major shareholders

In December 2008, The Solicitor for the Affairs of Her Majesty’s Treasury (HMT) acquired 22,854 million ordinary shares of 25p and during 2009 acquired a further 16,791 million ordinary shares of 25p, representing 70.3 % of the company’s issued ordinary share capital.

 

In December 2009, HMT acquired 51 billion B shares in the company, representing the entire issued B share capital. In 2015, HMT sold 630 million of the company’s ordinary shares and converted its entire holding of B shares into 5.1 billion new ordinary shares of £1 each. In June 2018 HMT sold a further 925 million of the company’s ordinary shares. At 31 December 2019, HMT’s holding in the company’s ordinary shares was 62.1%. As far as the company is aware, there have been no other significant changes in the percentage ownership of major shareholders of the company’s ordinary shares or preference shares during the three years ended 14 February 2019.

 

Since 1 January 2017, the company has redeemed substantially all of the preference shares that were in issue (refer to Note 19 for further details). All shareholders within a class of the company’s shares have the same voting rights.

 

As at 31 December 2019, almost all of the company’s US$ denominated preference shares and American Depository Shares representing ordinary shares were held by shareholders registered in the US. All other shares were predominantly held by shareholders registered outside the US.

 

Our Code of conduct

The Group’s Code of Conduct (Our Code) lets everyone know what to expect of each other, what to do when unsure of a decision, and where to go for advice when needed. It is available at rbs.com>about us>our values, or without charge, and upon request, by contacting Corporate Governance and Regulatory Affairs at the telephone number listed on page 319. It includes our Critical People Capabilities that help everyone build the right knowledge, skills and behaviours to do their jobs effectively and support our risk culture so that everyone delivers for our customers and each other. It also incorporates five standards of behaviour aligned to the Financial Conduct Authority (FCA) Conduct Rules.  These are: (1) You must act with integrity; (2) You must act with due skill, care and diligence; (3) You must be open and cooperative with the, the Prudential Regulatory Authority (PRA) and other regulators; (4) You must pay due regard to the interests of customers and treat them fairly; and (5) You must observe proper standards of market conduct. These Conduct Rules are very much in keeping with the values and behaviours that we are already following across the Group.

 

Iran sanctions and related disclosures

Disclosure pursuant to section 13(r) of the Securities Exchange Act

Section 13(r) of the Securities Exchange Act, added by section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, requires an issuer to disclose in its annual or quarterly reports, as applicable, whether, during the period covered by the report, it or any of its affiliates knowingly engaged in specified activities or transactions relating to Iran or with individuals or entities designated under Executive Order 13382 or 13224. Disclosure is required of certain activities conducted outside the United States by non-U.S. entities in compliance with local law, whether or not the activities are sanctionable under U.S. law.

 

In order to comply with this requirement, the following activities of RBS Group’s affiliates are disclosed in response to section 13(r).

 

Transactions involving Iranian Government owned entities or entities designated under Executive Order 13382 or 13224

 

During 2019 affiliates of RBS Group (RBSG) facilitated 14 payments which were remitted by, or on behalf of, Iranian Government owned entities and/or entities designated under Executive Order 13382 or 13224, and received by RBSG customers (non-designated and located in the United Kingdom) in relation to legal fees.

 

All the payments described above were processed in full compliance with applicable sanctions and where relevant authorised under applicable licence.

The transactions described above resulted in £165,000 gross revenue to RBSG. Considering the processes in place to undertake such transactions, including enhanced due diligence processes, the profit from these transactions was negligible. RBSG has a restrictive risk appetite in relation to transactions involving Iran and will only continue to engage in transactions similar to those described above as long as such transactions are in compliance with applicable sanctions laws and within RBSG’s risk appetite.

 

RBS maintain one account for an Iranian Government entity located in the United Kingdom. The purpose of the account is to facilitate UK domestic transactions only for employees’ salaries and operating costs such as UK taxes and utilities. No commercial activity is processed through the account.

 

Guarantees

Under applicable licenses granted by appropriate authorities, affiliates of RBSG hold four legacy guarantees entered into between 1984 and 2005, which support arrangements lawfully entered into by affiliates of RBSG customers with Iranian counterparties. During 2019 a guarantee previously understood to have expired was identified as still active and is an addition to the three guarantees reported in 2018. These legacy guarantees are in favour of Iranian Government owned financial institutions. The affiliates of RBSG have made considerable efforts to exit and formally cancel the guarantees.

 

In 2019, one guarantee earned commission of EUR 24.00, and the other three guarantees received no revenue.

 

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Additional information

 

 

 

 

Iranian Petroleum Industry

Section 13(r) of the Securities Exchange Act (as amended) requires disclosure of any knowing engagement in activity described in section 5 (a) or (b) of the Iran Sanctions Act, including significant investments in or transactions that could develop the Iranian petroleum or petrochemical sectors.

 

During 2019, affiliates of RBSG received a number of payments on behalf of their clients in relation to services provided in connection to an oil and gas field located in the North Sea from a UK Company (non-Iranian party).  The UK Company manages the operation of the oil and gas field which they jointly own with a company owned and controlled by the Government of Iran. None of these transactions directly involved Iranian Government owned entities or Iranian Government owned financial institutions. All such payments were made in compliance with applicable sanctions and only attract a standard processing fee which generates negligible profit for RBSG.

 

Supervision

United Kingdom

The home supervisors for RBS are the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). As with all significant banking institutions, the PRA is the consolidated supervisor of RBS. The FCA’s overall objective is to ensure financial markets function well. This is supported by its operational objectives of: securing an appropriate degree of protection for consumers; protecting and enhancing the integrity of the UK financial system; and promoting effective competition in the interests of consumers.

 

As at 31 December 2019, 17 companies in RBS, spanning a range of financial services sectors, including banking and investment business, were authorised to conduct financial activities in the UK. The material UK authorised banks in RBS are The Royal Bank of Scotland plc (formerly Adam & Company PLC, renamed in 2018) (RBS plc), National Westminster Bank Plc (NatWest Plc), NatWest Markets Plc (NWM Plc), Coutts & Company and Ulster Bank Limited (UBL). Wholesale activities, other than Treasury activities, are concentrated in NatWest Markets Plc. Retail banking activities in England, Scotland and Wales are managed by the Personal Banking and Commercial and Private Banking businesses of RBS plc, NatWest Plc, Coutts & Company and UBL. In June 2019, RBS announced its intention to transfer its UBL business to NatWest Plc in order to simplify the current legal entity structure of the RBS Group, at which point UBL will become a trading name of NatWest Plc. This change will be subject to approval by the Court and other bodies, and is not expected to take place until late 2020.

 

The banking service in the Republic of Ireland is provided by Ulster Bank Ireland DAC, which is supervised by the Central Bank of Ireland and the European Central Bank under the Single Supervisory Mechanism.

 

Investment management business is principally undertaken by companies in the Commercial and Private Banking business, including Coutts & Company, Adam & Company Investment Management Limited and RBS Asset Management Limited.

 

RBS is subject to extensive regulations that impose obligations on financial institutions to maintain appropriate policies, procedures and controls to ensure compliance with the rules and regulations to which they are subject.

 

United States

RBS conducts business in the US through its investment bank, NatWest Markets (NWM). NWM’s regulated entities in the US are: its broker-dealer affiliate, NatWest Markets Securities Inc. (NWMSI); NWMSI’s Futures Commission Merchant (FCM); NatWest Markets Plc’s (NWM Plc) non-FCM clearing member; NWM Plc’s non-US-based Swap Dealer; and NWM Plc’s Connecticut Representative Office. NWM is subject to the supervision of the Board of Governors of the Federal Reserve System (Federal Reserve) due to an outstanding enforcement action brought against RBS by the Federal Reserve, namely the 2015 FX Cease and Desist Consent Order.

 

In addition, NWMSI is a Primary Dealer of the Federal Reserve, which makes it subject to the supervision of the Federal Reserve Bank of New York (FRB-NY).

 

NWMSI is subject to the regulations of a number of US securities regulators, mainly the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), Options Clearing Corporation (OCC), Depository Trust & Clearing Corporation (DTCC), and various state regulators. NWMSI’s FCM is mainly subject to the regulations of the Commodity Futures Trading Commission (CFTC), National Futures Association (NFA), the Chicago Mercantile Exchange Group (CME), and the Intercontinental Exchange (ICE) Futures US.

 

NWM Plc is a non-FCM clearing member of the CME and is subject to the regulations of the CME and the CFTC. NWM Plc is also a non-US-based provisionally-registered swap dealer and as such it is subject to oversight by the US regulators the CFTC and the NFA.

 

The NWM Plc Connecticut Representative Office is supervised by the FRB-NY and the Connecticut Department of Banking.

 

The anti-money laundering, anti-terrorism and economic sanctions regulations are a major focus of the US government for financial institutions and are rigorously enforced by most of the regulators mentioned above and the Financial Crimes Enforcement Network (FinCEN) of US Department of the Treasury.

 

Other jurisdictions

RBS operates in a number of countries through a network of branches, local banks and non-bank subsidiaries and these activities are subject to supervision in most cases by a local regulator or central bank.

 

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Material contracts

 

 

 

 

The company and its subsidiaries are party to various contracts in the ordinary course of business. Material contracts include the following:

 

B Share Acquisition and Contingent Capital Agreement

On 26 November 2009, the company and HM Treasury entered into the Acquisition and Contingent Capital Agreement pursuant to which HM Treasury subscribed for the initial B shares and the Dividend Access Share (the Acquisitions) and agreed the terms of HM Treasury’s contingent subscription (the Contingent Subscription) for an additional £8 billion in aggregate in the form of further B shares (the Contingent B shares), to be issued on the same terms as the initial B shares. The Acquisitions were subject to the satisfaction of various conditions, including the company having obtained the approval of its shareholders in relation to the Acquisitions.

 

On 16 December 2013, the company announced that, having received approval from the PRA, it had terminated the £8 billion Contingent Subscription. The company was able to cancel the Contingent Subscription as a result of the actions announced in the second half of 2013 to further strengthen its capital position.

 

On 9 October 2015, the company announced that on 8 October 2015, it had received a valid conversion notice from HM Treasury in respect of all outstanding B shares held by HM Treasury. The new ordinary shares issued on conversion of the B shares were admitted to the official list of the UK Listing Authority (UKLA), and to trading on the London Stock Exchange plc, on 14 October 2015. Following such conversion, HM Treasury no longer holds any B shares.

 

The company gave certain representations and warranties to HM Treasury on the date of the Acquisition and Contingent Capital Agreement, on the date the circular was posted to shareholders, on the first date on which all of the conditions precedent were satisfied, or waived, and on the date of the Acquisitions. The company also agreed to a number of undertakings.

 

The company agreed to reimburse HM Treasury for its expenses incurred in connection with the Acquisitions.

 

For as long as it is a substantial shareholder of the company (within the meaning of the UKLA’s Listing Rules), HM Treasury has undertaken not to vote on related party transaction resolutions at general meetings and to direct that its affiliates do not so vote.

 

Directed Buyback Contract

On 7 February 2019, the company and HM Treasury entered into the Directed Buyback Contract to help facilitate the return of the company to full private ownership through the use of any excess capital to buy back the company’s ordinary shares held by HM Treasury.

 

Under the terms of the Directed Buyback Contract, the company may agree with HM Treasury to make off-market purchases from time to time of its ordinary shares held by HM Treasury, including by way of one or more standalone purchases, through a non-discretionary, broker-managed directed trading programme, or in conjunction with any offer or sale by HM Treasury by way of an institutional placing. Neither the company nor HM Treasury would be under an obligation to agree to make such off-market purchases and would only do so subject to regulatory approval at the time.

 

The aggregate number of ordinary shares which the company may purchase from HM Treasury under the Directed Buyback Contract will not exceed 4.99 per cent. of the company’s issued share capital and the aggregate consideration to be paid will not exceed 4.99 per cent. of the company’s market capitalisation. The price to be paid for each ordinary share will be the market price at the time of purchase or, if the directed buyback is in conjunction with an institutional placing, the placing price.

 

Framework and State Aid Deed

As a result of the State Aid granted to the company, it was required to work with HM Treasury to submit a State Aid restructuring plan to the European Commission (EC), which was then approved by the EC under the State Aid rules on 14 December 2009. The company agreed a series of measures which supplemented the measures in the company’s strategic plan.

 

The company entered into a State Aid Commitment Deed with HM Treasury at the time of the initial EC decision and, following the EC’s approval of amendments to the restructuring plan in April 2014, the company entered into a revised State Aid Commitment Deed with HM Treasury. In September 2017, the revised State Aid Commitment Deed was amended by a Deed of Variation (as so amended, the “Revised State Aid Commitment Deed”) following the EC’s approval of an alternative remedies package (the “Alternative Remedies Package”) to replace the company’s final outstanding commitment under its State Aid obligations (to divest the business previously known as Williams & Glyn).

 

On 25 April 2018, the Revised State Aid Commitment Deed was replaced by the Framework and State Aid Deed between the company, HM Treasury and an independent body established to facilitate and oversee the delivery of the Alternative Remedies Package (the “Independent Body”). Under the Framework and State Aid Deed, the company agrees to do all acts and things necessary to ensure that HM Treasury is able to comply with its obligations under any EC decision approving State Aid to the company, including under the Alternative Remedies Package.

 

Pursuant to the Framework and State Aid Deed, the company has committed: (i) £425 million into a fund for eligible bodies in the UK banking and financial technology sectors to develop and improve their capability to compete with the company in the provision of banking services to small and medium-sized enterprises (“SMEs”) and develop and improve the financial products and services available to SMEs (the “Capability and Innovation Fund”); and (ii) £275 million to eligible bodies to help them incentivise SME banking customers within the division of the company previously known as Williams & Glyn to switch their business current accounts and loans to the eligible bodies (the “Incentivised Switching Scheme”). The company has also agreed to set aside up to a further £75 million in funding to cover certain costs customers may incur as a result of switching under the Incentivised Switching Scheme. In addition, under the terms of the Alternative Remedies Package, should the uptake within the Incentivised Switching Scheme not be sufficient, the company may be required to make a further contribution, capped at £50 million. The Independent Body will distribute funds from the Capability and Innovation Fund and implement the Incentivised Switching Scheme.

 

Under the Framework and State Aid Deed, the company also agreed to indemnify the Independent Body and HM Treasury, up to an amount of £320 million collectively to cover liabilities that may be incurred in implementing the Alternative Remedies Package. The provisions of the indemnity to the Independent Body are set out in the Framework and State Aid Deed and the provisions of the indemnity to HM Treasury are set out in a separate agreement between the company and HM Treasury, described under “Deed of Indemnity” below.

 

RBS – Annual Report on Form 20-F 2019

303

 

 


 

Material contracts

 

 

 

 

The Framework and State Aid Deed also provides that if the EC adopts a decision that the UK Government must recover any State Aid (a “Repayment Decision”) and the recovery order of the Repayment Decision has not been annulled or suspended by the General Court or the European Court of Justice, then the company must repay HM Treasury any aid ordered to be recovered under the Repayment Decision.

 

Deed of Indemnity

In the context of the Framework and State Aid Deed, the company entered into a Deed of Indemnity with HM Treasury on 25 April 2018, pursuant to which the company agreed to indemnify HM Treasury to cover liabilities that may be incurred in implementing the Alternative Remedies Package, as described under “Framework and State Aid Deed” above.

 

Trust Deed

In the context of the Framework and State Aid Deed, the company entered into a Trust Deed with the Independent Body on 25 April 2018, to set up a trust to administer the funds committed by the company under the Framework and State Aid Deed for the Alternative Remedies Package.

 

State Aid Costs Reimbursement Deed

Under the 2009 State Aid Costs Reimbursement Deed, the company has agreed to reimburse HM Treasury for fees, costs and expenses associated with the State Aid and State Aid approval.

 

HMT and UKFI Relationship Deed

On 7 November 2014, in order to comply with an amendment to the UK Listing Rules, the company entered into a Relationship Deed with HM Treasury and UK Financial Investments Limited in relation to the company’s obligations under the UK Listing Rules to put in place an agreement with any controlling shareholder (as defined for these purposes in the Listing Rules). The Relationship Deed covers the three independence provisions mandated by the Listing Rules: (i) that contracts between the company and HM Treasury (or any of its subsidiaries) will be arm’s length and normal commercial arrangements, (ii) that neither HM Treasury nor any of its associates will take any action that would have the effect of preventing the company from complying with its obligations under the Listing Rules; and (iii) neither HM Treasury nor any of its associates will propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

 

Memorandum of Understanding Relating to The Royal Bank of Scotland Group Pension Fund

On 16 April 2018 the company entered into a Memorandum of Understanding (the “MoU”) with the trustee of The Royal Bank of Scotland Group Pension Fund (the “Group Fund”), which aimed to facilitate both the necessary changes to the Main Section of the Group Fund to align the employing entity structure with the requirements of the UK ring-fencing legislation and acceleration of the settlement framework for the 31 December 2017 triennial valuation of the Main Section of the Group Fund (brought forward from 31 December 2018).

 

In addition, the MoU also provided clarity on the additional related funding contributions required to be made by the company to the Main Section of the Group Fund as follows: (i) a pre-tax payment of £2 billion that was made in the second half of 2018 and (ii) from 1 January 2020, further pre-tax contributions of up to £1.5 billion in aggregate linked to the making of future distributions to RBS shareholders including ordinary and special dividends and/or share buy backs (subject to an annual cap on contributions of £500 million before tax).

 

On 28 September 2018, the implementation of the MoU was documented through a Framework Agreement entered into between the company and the trustee of the Group Fund.

 

RBS – Annual Report on Form 20-F 2019

304

 

 


 

Shareholder information

 

 

 

 

 

Page

Financial calendar

305

Shareholder enquiries

305

Analysis of ordinary shareholders

307

Trading market

307

Dividend history

308

Taxation for US holders

309

Exchange controls

310

Memorandum and Articles of Association

311

Documents on display

318

Incorporation and registration

318

Important addresses

319

Principal offices

320

 

Financial calendar

Dividends

Payment dates

Cumulative preference shares

31 May and 31 December 2020

 

 

Non-cumulative preference shares

31 March, 30 June, 30 September and 31 December 2020

 

 

Ordinary shares

4 May 2020

 

 

Ex dividend date

 

Cumulative preference shares

30 April and 3 December 2020

 

 

Ordinary shares

26 March 2020

 

 

Record date

 

Cumulative preference shares

1 May and 4 December 2020

 

 

Ordinary shares

27 March 2020

 

 

Annual General Meeting

29 April 2020

 

RBS Conference Centre

 

RBS Gogarburn

 

Edinburgh, EH12 1HQ

 

 

Interim results

31 July 2020

 

Shareholder enquiries

You can check your shareholdings in the company by visiting the Shareholder centre section of our website, www.rbs.com and clicking the Managing your shareholding tab. You will need the shareholder reference number printed on your share certificate or tax voucher to access this information.

 

You can use the website for shareholding and outstanding payment enquiries and to change your address or download forms. You can also sign up to E-Comms and choose to receive an email notification when shareholder communications become available instead of paper communications.

 

You can also check your shareholding by contacting our Registrar:

 

Computershare Investor Services PLC

The Pavilions

Bridgewater Road

Bristol BS99 6ZZ

Telephone: +44 (0)370 702 0135

Fax: +44 (0)370 703 6009

Website: www-uk.computershare.com/investor.contactus

 

Braille and audio Strategic report with additional information

Shareholders requiring a Braille or audio version of the Strategic report with additional information should contact the Registrar on +44 (0)370 702 0135.

 

RBS – Annual Report on Form 20-F 2019

305

 

 


 

Shareholder information

 

 

 

 

ShareGift

The company is aware that shareholders who hold a small number of shares may be retaining these shares because dealing costs make it uneconomical to dispose of them. ShareGift, the charity share donation scheme, is a free service operated by The Orr Mackintosh Foundation (registered charity 1052686) to enable shareholders to donate shares to charity.

 

If you are a UK taxpayer, donating your shares in this way will not give rise to either a gain or a loss for UK capital gains tax purposes. You may be able to claim UK income tax relief on gifted shares and can do so in various ways. Further information can be obtained from HM Revenue & Customs.

 

Should you wish to donate your shares to charity please contact ShareGift for further information:

 

ShareGift, The Orr Mackintosh Foundation

4th Floor Rear, 67/68 Jermyn Street, London, SW1Y 6NY

Telephone: +44 (0)20 7930 3737

Website: www.sharegift.org

 

Share and bond scams

Share and bond scams are often run from ‘boiler rooms’ where fraudsters cold-call investors, after obtaining their phone number from publicly available shareholder lists, offering them worthless, overpriced or even non-existent shares or bonds.

 

They use increasingly sophisticated tactics to approach investors, offering to buy or sell shares, often pressuring investors to make a quick decision or miss out on the deal. Contact can also be in the form of email, post or word of mouth. Scams are sometimes advertised in newspapers, magazines or online as genuine investment opportunities and may offer free gifts or discounts on dealing charges.

 

Scammers will request money upfront, as a bond or other form of security, but victims are often left out of pocket, sometimes losing their savings or even their family home. Even seasoned investors have been caught out by scams.

 

Clone firms

A ‘clone firm’ uses the name, firm registration number (FRN) and address of a firm or individual who is FCA authorised. The scammer may claim that the genuine firm’s contact details on the FCA Register (Register) are out of date and then use their own details, or copy the website of an authorised firm, making subtle changes such as the phone number. They may claim to be an overseas firm, which won’t always have full contact and website details listed on the Register.

 

How to protect yourself

Always be wary if you’re contacted out of the blue, pressured to invest quickly, or promised returns that sound too good to be true. FCA authorised firms are unlikely to contact you unexpectedly with an offer to buy or sell shares or bonds.

 

Check the Register to ensure the firm contacting you is authorised and also check the FCA’s Warning List of firms to avoid.

 

Ask for their (FRN) and contact details and then contact them using the telephone number on the Register. Never use a link in an email or website from the firm offering you an investment.

 

It is strongly advised that you seek independent professional advice before making any investment

 

Report a scam

If you suspect that you have been approached by fraudsters, or have any concerns about a potential scam, report this to the FCA by contacting their Consumer Helpline on 0800 111 6768 or by using their reporting form which can be found at www.fca.org.uk/consumers/report-scam-unauthorised-firm

 

If you have already invested in a scam, fraudsters are likely to target you again or sell your details to other criminals. The follow-up scam may be completely separate, or may be related to the previous scam in the form of an offer to get your money back or buy back the investment on payment of a fee.

 

Find out more at www.fca.org.uk/scamsmart

 

RBS – Annual Report on Form 20-F 2019

306

 

 


 

Shareholder information

 

 

 

 

Analysis of ordinary shareholders

 

Number of

shares

At 31 December 2019

Shareholdings

- millions

%

Individuals

176,739

98.7

0.8

Banks and nominee companies

4,821

11,883.7

98.3

Investment trusts

43

0.1

Insurance companies

2

0.3

Other companies

458

58.9

0.5

Pension trusts

20

Other corporate bodies

71

52.2

0.4

182,154

12,093.9

100.0

Range of shareholdings:

1 - 1,000

157,364

38.2

0.3

1,001 - 10,000

23,055

52.6

0.4

10,001 - 100,000

969

28.5

0.2

100,001 - 1,000,000

464

163.1

1.4

1,000,001 - 10,000,000

230

772.2

6.4

10,000,001 and over

72

11,039.3

91.3

182,154

12,093.9

100.0

 

Trading market

Non-cumulative dollar preference shares

The following series of American Depositary shares (ADSs) representing non-cumulative preference shares issued in the US were outstanding at 31 December 2019:

 

Date of issue

Series of ADS

Number of ADSs/non-cumulative
preference shares in issue

Number of
registered holders

4 October 2007

U

10,130

1

 

The ADSs set out above represents the right to receive one corresponding preference share, and is evidenced by an American Depository Receipt (ADR) and is listed on the New York Stock Exchange, a subsidiary of NYSE Euronext (NYSE).

 

The ADRs evidencing the ADSs above were issued pursuant to Deposit Agreements, among the company, The Bank of New York, as depository, and all holders from time-to-time of ADRs issued thereunder. Currently, there is no non-United States trading market for any of the non-cumulative dollar preference shares. All of the non-cumulative dollar preference shares are held by the depository, as custodian, in registered form.

 

ADSs representing ordinary shares

In October 2007, the company listed ADSs, each representing one ordinary share nominal value 25p each (or a right to receive one ordinary share), and evidenced by an ADR or uncertificated securities, on the NYSE under the symbol ‘RBS’. With effect from 7 November 2008, the ratio of one ADS representing one ordinary share changed to one ADS representing 20 ordinary shares.

 

Following a sub-division and one-for-ten consolidation of RBS’s ordinary shares in June 2012, the ratio of one ADS representing 20 ordinary shares was adjusted to one ADS representing two ordinary shares.  As at 31 December 2019, 54 million ordinary ADSs were outstanding.

 

The ordinary ADSs were issued pursuant to a Deposit Agreement, among the company, The Bank of New York Mellon, as depository, and all owners and holders from time to time of ordinary ADSs issued thereunder. The ordinary shares of the company are listed and traded on the London Stock Exchange under the symbol ‘RBS’. All ordinary shares are deposited with the principal London office of The Bank of New York Mellon, as custodian for the depository.

 

RBS – Annual Report on Form 20-F 2019

307

 

 


 

Shareholder information

 

 

 

 

Dividend history

Preference dividends

 

2019

2019

2018

2017

2016

2015

Amount per share

$

£

£

£

£

£

Non-cumulative preference shares of US$0.01

-Series F (1)

1.13

1.53

1.25

-Series H (1)

0.97

1.34

1.19

-Series L (1)

0.77

1.06

0.94

-Series M (2)

0.60

-Series N (2)

0.60

-Series P (2)

0.59

-Series Q (2)

0.63

-Series R (2)

0.71

0.99

-Series S (2)

1.14

1.28

1.22

1.06

-Series T (2)

0.84

1.17

-Series U (2)

4,841

3,800

3,475

6,741

5,637

4,912

Non-cumulative convertible preference shares of US$0.01

-Series 1 (1)

71.99

67.28

59.66

Non-cumulative preference shares of 0.01

-Series 1 (2)

44.65

48.98

46.94

38.64

-Series 2 (2)

65.18

44.72

40.00

37.27

-series 3 (2)

823

3,504

3,033

2,533

Non-cumulative convertible preference shares of £0.01

-Series 1 (1)

73.87

73.87

73.87

Non-cumulative preference shares of £1

-Series 1 (1)

27.41

26.67

28.60

29.04

 

Notes:

(1)       Classified as subordinated liabilities.

(2)       Classified as equity.

 

On 26 November 2009, RBS entered into a State Aid Commitment Deed with HM Treasury containing commitments and undertakings that were designed to ensure that HM Treasury was able to comply with the commitments to be given by it to the European Commission for the purposes of obtaining approval for the State aid provided to RBS. As part of these commitments and undertakings, RBS agreed not to pay discretionary coupons and dividends on its existing hybrid capital instruments for a period of two years. This period commenced on 30 April 2010 for RBS Group instruments and ended on 30 April 2012; the two year deferral period for RBS Holdings N.V. instruments commenced on 1 April 2011 and ended on 1 April 2013. On 4 May 2012, RBS determined that it was in a position to recommence payments on RBS Group instruments. In June 2013 RBS Holdings N.V. resumed payments on its hybrid capital instruments. Future coupons and dividends on hybrid capital instruments will only be paid subject to, and in accordance with, the terms of the relevant instruments.

 

Ordinary dividends

 

In 2019 RBS paid an interim dividend of £241 million, or 2.0p per ordinary share (2018 - £241 million, or 2.0p per ordinary share) and a special dividend of £1,449 million, or 12.0p per ordinary share (2018 – nil). In addition, the company announced that the directors have recommended a final dividend of £364 million, or 3.0p per ordinary share (2018 – £422 million, or 3.5p per ordinary share), and a further special dividend of £606 million, or 5.0p per ordinary share (2018 – £904 million, or 7.5p per ordinary share), which are both subject to shareholders’ approval at the Annual General Meeting on 29 April 2020.

 

If approved, payment will be made on 4 May 2020 to shareholders on the register at the close of business on 27 March 2020. The ex-dividend date will be 26 March 2020.

 

RBS – Annual Report on Form 20-F 2019

308

 

 


 

Shareholder information

 

 

 

 

Taxation of US Holders

The following discussion summarises certain US federal and UK tax consequences of the ownership and disposition of ordinary shares, ADSs representing ordinary shares (ordinary ADSs) or ADSs representing non-cumulative dollar preference shares (preference ADSs) by a beneficial owner that is a citizen or resident of the United States or that otherwise will be subject to US federal income tax on a net income basis in respect of the ordinary shares, ordinary ADSs or preference ADSs (a “US Holder”). This summary assumes that a US Holder is holding ordinary shares, ordinary ADSs or preference ADSs, as applicable, as capital assets. This summary does not address the tax consequences to a US Holder (i) that is resident in the UK for UK tax purposes, (ii) that carries on a trade, profession or vocation through a branch, agency or permanent establishment in the UK in connection with which their ordinary shares, ordinary ADSs or preference ADSs are held, used or acquired, or (iii) generally, that is a corporation which alone or together with one or more associated companies, controls, directly or indirectly, 10% or more of the voting stock of the company, nor does this summary address all of the tax consequences that may be relevant to a US Holder in light of its particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, as well as differing tax consequences that may apply to US Holders subject to special rules, such as certain financial institutions, dealers or traders in securities who use a mark-to-market method of tax accounting, persons holding ordinary shares, ordinary ADSs or preference ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to such securities, persons whose functional currency for US federal income tax purposes is not the US dollar, persons required for US federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Internal Revenue Code of 1986, as amended (the “Code”), entities classified as partnerships for US federal income tax purposes, tax-exempt entities or persons that own or are deemed to own 10% or more of the stock of the company by vote or value.

 

The statements and practices set forth below regarding US and UK tax laws, including the US/UK double taxation convention relating to income and capital gains which entered into force on 31 March 2003 (the “Treaty”) and the US/UK double taxation convention relating to estate and gift taxes (the “Estate Taxation Treaty”), are based on those laws and practices as in force and as applied in practice on the date of this report. This summary is not exhaustive of all possible tax considerations and holders are advised to satisfy themselves as to the overall tax consequences, including specifically the consequences under US federal, state, local and other laws, and possible changes in taxation law, of the acquisition, ownership and disposition of ordinary shares, ordinary ADSs or preference ADSs by consulting their own tax advisers.

 

The following discussion assumes that the company was not a passive foreign investment company for the taxable year ended 31 December 2019 - see ‘Passive Foreign Investment Company (PFIC) considerations’ on page 310.

 

Ordinary shares, ordinary ADSs and preference ADSs

Taxation of dividends

For the purposes of the Treaty, the Estate Taxation Treaty and the Code, US Holders of ordinary ADSs and preference ADSs should be treated as owners of the respective ordinary shares and the non-cumulative dollar preference shares underlying such ADSs.

 

The US Treasury has expressed concerns that parties to whom depositary receipts are released before shares are delivered to the depositary, or intermediaries in the chain of ownership between US holders and the issuer of the security underlying the depositary receipts, may be taking actions that are inconsistent with the claiming of foreign tax credits for US holders of depositary receipts. Such actions would also be inconsistent with the claiming of the favourable US tax rates applicable to dividends received by certain non-corporate US holders (described below). Accordingly, the availability of the favourable tax rates for dividends received by certain non-corporate US holders could be affected by actions taken by such parties or intermediaries.

 

The company is not required to withhold UK tax at source from dividend payments it makes or from any amount (including any amounts in respect of accrued dividends) distributed by the company. US Holders who are not resident in the UK and who do not carry on a trade, profession or vocation in the UK through a branch, agency or permanent establishment in connection with which their ordinary shares, ordinary ADSs or preference ADSs are held, used or acquired will not be subject to UK tax in respect of any dividends received on the relevant shares or ADSs.

 

Distributions by the company (other than certain pro-rata distributions of ordinary shares or rights to receive such shares) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined under US federal income tax principles. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders.

 

Subject to applicable limitations that vary depending upon a US Holder’s particular circumstances and the discussion above regarding concerns expressed by the US Treasury, dividends paid to certain non-corporate US Holders may be taxable at the favourable rates applicable to long-term capital gain. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.

 

Dividends will be included in a US Holder’s income on the date of the US Holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend. The amount of any dividend paid in pounds sterling to be included in income by a US Holder will be the US dollar amount calculated by reference to the relevant exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars on the date of receipt, the US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. If the amount of such dividend is converted into US dollars after the date of receipt, the US Holder may have foreign currency gain or loss.

 

Taxation of Capital Gains

A US Holder that is not resident in the UK will not normally be liable for UK tax on capital gains realised on the disposition of an ordinary share, an ordinary ADS or a preference ADS unless at the time of the disposal, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a permanent establishment or, in the case of any other US Holder, such US Holder carries on a trade, profession or vocation in the UK through a branch or agency and, in each case, such ordinary share, ordinary ADS or preference ADS is or has been used, held or acquired by or for the purposes of such trade (or profession or vocation), carried on through such permanent establishment, branch or agency. Special rules apply to individuals who are temporarily not resident in the UK.

 

RBS – Annual Report on Form 20-F 2019

309

 

 


 

Shareholder information

 

 

 

 

A US Holder will, upon the sale or other disposition of an ordinary share, an ordinary ADS or a preference ADS, or upon the redemption of preference ADS, generally recognise capital gain or loss for US federal income tax purposes (assuming that in the case of a redemption of a preference ADS, such US Holder does not own, and is not deemed to own, any ordinary shares or ordinary ADSs of the company) in an amount equal to the difference between the amount realised (excluding, in the case of preference ADSs, any amounts attributable to declared but unpaid dividends, which will generally be treated as dividends for U.S. federal income tax purposes and excluding, in the case of a redemption, any amount otherwise treated as essentially equivalent to a dividend for US federal income tax purposes) and the US Holder’s tax basis in such share or ADS. This capital gain or loss will be long-term capital gain or loss if the US Holder held the share or ADS so sold, disposed or redeemed for more than one year. The deductibility of capital losses is subject to limitations.

 

A US Holder who is liable for both UK and US tax on a gain recognised on the disposal of an ordinary share, an ordinary ADS or a preference ADS may be entitled, subject to certain limitations, to credit the UK tax against its US federal income tax liability in respect of such gain.

 

Estate and gift tax

Subject to the discussion of the Estate Tax Treaty in the following paragraph, ordinary shares, ordinary ADSs or preference ADSs beneficially owned by an individual may be subject to UK inheritance tax (subject to exemptions and reliefs) on the death of the individual or in certain circumstances, if such shares or ADSs are the subject of a gift (including a transfer at less than market value) by such individual. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor. Ordinary shares, ordinary ADSs or preference ADSs held by the trustees of a settlement may also be subject to UK inheritance tax. Special rules apply to such settlements.

 

An ordinary share, an ordinary ADS or a preference ADS beneficially owned by an individual, whose domicile is determined to be the United States for purposes of the Estate Tax Treaty and who is not a national of the UK, will not be subject to UK inheritance tax on the individual’s death or on a lifetime transfer of such share or ADS, except in certain cases where the share or ADS (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services.

 

The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the ordinary share, ordinary ADS or preference ADS is subject to both UK inheritance tax and US federal estate or gift tax.

 

UK stamp duty and stamp duty reserve tax (SDRT)

The following is a summary of the UK stamp duty and SDRT consequences of transferring an ADS (otherwise than to the custodian on cancellation of the ADS) or of transferring an ordinary share. A transfer of an ADS executed and retained in the United States will not give rise to a liability to pay stamp duty and an agreement to transfer an ADS will not give rise to SDRT. Stamp duty or SDRT will normally be payable on or in respect of transfers of ordinary shares and accordingly any holder that acquires or intends to acquire ordinary shares is advised to consult its own tax adviser in relation to stamp duty and SDRT.

 

Passive Foreign Investment Company (PFIC) considerations

In general, a foreign corporation will be a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable ‘look-through rules’, either (i) at least 75% of its gross income is ‘passive income’ or (ii) at least 50% of the average value of its assets (generally determined on a quarterly basis) is attributable to assets that produce passive income or are held for the production of passive income. The company does not believe that it was a PFIC for its 2019 taxable year. Although interest income is generally passive income, a special rule allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. The company’s possible status as a PFIC is determined annually, however, and may be subject to change if the company fails to qualify under this special rule for any year in which a US Holder owned ordinary shares, ordinary ADSs or preference ADSs.

 

If the company were to be treated as a PFIC for any taxable year during which a US Holder owns ordinary shares, ordinary ADSs or preference ADSs, US Holders would generally be subject to adverse US federal income tax consequences and certain reporting obligations. Holders should consult their own tax advisers as to the potential application of the PFIC rules to the ownership and disposition of the company’s ordinary shares, ordinary ADSs or preference ADSs.

 

Information reporting and backup withholding

Payments on, and proceeds from the sale or disposition of, ordinary shares, ordinary ADSs or preference ADSs that are made within the United States or through certain U.S-related financial intermediaries may be subject to information reporting and backup withholding unless (i) the US Holder is an exempt recipient or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

 

Foreign financial assets reporting

Certain US Holders who are individuals (and certain entities controlled by individuals) may be required to report information relating to the company’s securities, or non-U.S. accounts through which such securities are held. US Holders are urged to consult their tax advisers regarding the application of these rules in their particular circumstances.

 

Exchange controls

The company has been advised that there are currently no UK laws, decrees or regulations which would prevent the import or export of capital, including the availability of cash or cash equivalents for use by the Group, or the remittance of dividends, interest or other payments to non-UK resident holders of the company’s securities.

 

There are no restrictions under the Articles of Association of the company or under UK law, as currently in effect, which limit the right of non-UK resident owners to hold or, when entitled to vote, freely to vote the company’s securities.

 


 

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Memorandum and Articles of Association

The company’s Memorandum and Articles of Association as in effect at the date of this Annual Report are registered with the Registrar of Companies of Scotland.

 

The following information is a summary of certain terms of the company’s Memorandum of Association (the “Memorandum”) and Articles of Association (the “Articles”) as in effect at the date of this Annual Report on Form 20-F and certain relevant provisions of the Companies Act 2006 (the “2006 Act”) where appropriate and as relevant to the holders of any class of share. The current Articles were adopted on 28 April 2010. The Articles were updated primarily to reflect the coming into force of the remaining provisions of the 2006 Act and the implementation of the Shareholder Rights Directive in the UK.

 

An amendment was made to the Articles at a General Meeting held on 28 April 2010 in relation to the price at which certain classes of preference shares may be purchased.

 

A further amendment was made to the Articles at the Annual General Meeting held on 19 April 2011 to the effect that subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine. A further amendment was made to the Articles at the Annual General Meeting held on 30 May 2012 to include a new sub-article specifying the rights attaching to the Deferred shares arising as a result of share subdivision and consolidation.

 

The following summary description is qualified in its entirety by reference to the terms and provisions of the Memorandum and Articles (and, in the case of the summary description of the non-cumulative preference shares, the B Shares and the Dividend Access Share, by reference to the terms of issue of those shares determined by the Directors pursuant to the Articles prior to allotment). The Memorandum and Articles are registered with the Registrar of Companies of Scotland. Holders of any class of share are encouraged to read the full Memorandum and Articles, which have been filed as an exhibit to this Annual Report on Form 20-F.

 

Incorporation and registration

The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited. On 3 September 1979 the name was changed to The Royal Bank of Scotland Group Limited and on 10 March 1982, it changed its name to its present name and was registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC 45551.

 

Purpose and objects

The 2006 Act greatly reduces the constitutional significance of a company’s memorandum of association and provides that a memorandum of association will record only the names of the subscribers and the number of shares each subscriber has agreed to take in the company. The 2006 Act further states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted and abolishes the need for companies to have objects clauses. The company removed its objects clause together with all other provisions of its memorandum of association which by virtue of the 2006 Act were treated as forming part of the company’s articles. The articles of association contain an express statement regarding the limited liability of the shareholders.

 

Directors

At each annual general meeting of the company, any Director appointed since the last annual general meeting and any Directors who were not appointed at one of the preceding two annual general meetings shall retire from office and may offer themselves for re-election by the members. Directors may be appointed by the company by ordinary resolution or by the Board. A director appointed by the Board holds office only until the next annual general meeting, whereupon he will be eligible for re-election.

 

Unless and until otherwise determined by ordinary resolution, the directors (other than alternate directors) shall be not more than twenty five. There is no stipulation in the Articles regarding a minimum number of directors; under the 2006 Act, and in the absence of express provision, the minimum number is two.

 

Directors’ interests

A director shall not vote at a meeting of the Board or a Committee of the Board on any resolution of the Board concerning a matter in which he has an interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the company) which (together with any interest of any person connected with him) is, to his knowledge, material unless his interests arises only because the resolution relates to one or more of the following matters:

 

(i)    the giving of any security or indemnity to him pursuant to the Articles or in respect of money lent, or obligations incurred, by him at the request of, or for the benefit of, the company or any of its subsidiary undertakings;

 

(ii)   the giving of any security or indemnity to a third party in respect of a debt or obligation of the company or any of its subsidiary undertakings for which he has assumed responsibility (in whole or in part) under a guarantee or indemnity or by the giving of security;

 

(iii)  a proposal concerning an offer of shares, debentures or other securities of the company, or any of its subsidiary undertakings, for subscription or purchase, in which offer he is, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

 

(iv)  any proposal concerning any other body corporate in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he is not the holder of shares representing one per cent or more of any class of the equity share capital of such body corporate;

 

(v)   any proposal concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the company or a subsidiary of the company and does not provide any privilege or advantage in respect of any director which it does not accord to the employees to which the fund or scheme relates;

 

(vi)  a contract or arrangement for the benefit of the employees of the company or any of its subsidiary undertakings which does not accord him any privilege or advantage not generally accorded to the employees to whom the contract or arrangement relates; and

 

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(vii) a proposal concerning any insurance which the company proposes to purchase and/or maintain for the benefit of any directors or for persons who include directors of the company.

 

Under the 2006 Act, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests.

 

The 2006 Act allows directors of public companies, where appropriate, to authorise conflicts and potential conflicts where the articles of association contain a provision to this effect. The 2006 Act also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty.

 

Clause 92 of the Articles, gives the directors authority to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company.

 

Authorisation of any matter pursuant to Clause 92 must be approved in accordance with normal board procedures by directors who have no interest in the matter being considered. In taking the decision, the directors must act in a way they consider, in good faith, will be most likely to promote the company’s success.

 

Any authorisation of a matter may be given on or subject to such conditions or limitations as the directors determine, whether at the time of authorisation or subsequently, including providing for the exclusion of the interested directors from the receipt of information or participation in discussion relating to the matter authorised by the directors and providing that interested directors in receipt of confidential information from a third party are not obliged to disclose such information to the company or use the information in relation to the company’s affairs. Any authorisation may be terminated by the directors at any time.

 

A director is not, except as otherwise agreed by him, accountable to the company for any benefit which he, or a person connected with him, derives from any matter authorised by the directors and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of such benefit.

 

Directors’ power to allot securities

In line with market practice, the Articles provide that the authority to allot shares and the disapplication of pre-emption rights will not be set out in the Articles, but subject to resolutions passed at the company’s annual general meeting to obtain these authorities on an annual basis.

 

Borrowing powers

The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the company, or of any third party.

 

Qualifying shareholding

Directors are not required to hold any shares of the company by way of qualification.

 

Classes of shares

The company has issued and outstanding the following four general classes of shares, namely ordinary shares, preference shares, B Shares and a Dividend Access Share, to which the provisions set forth below apply. In addition, the company has as part of its share capital Additional Value Shares (“AVSs”). All of the issued AVSs were converted into non-voting deferred shares in December 2003. The terms of those AVSs are set out in Schedule 3 to the Articles. The terms of the issued B Shares (designated Series 1 Class B Shares) and the Dividend Access Share (designated a Series 1 Dividend Access Share) were determined by the directors pursuant to the Articles prior to the time of allotment, and apply as if they were set out in the Articles.

 

Dividends

General

Subject to the provisions of the 2006 Act and Clause 123 of the Articles, the company may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to the company.

 

The company may cease sending dividend warrants and cheques by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the registered holder. The company may resume sending warrants and cheques if the holder requests such recommencement in writing.

 

Preference shares

Each cumulative preference share confers the right to a fixed cumulative preferential dividend payable half-yearly. Each non-cumulative preference share confers the right to a preferential dividend (not exceeding a specified amount) payable in the currency of the relevant share. The rate of such dividend and the date of payment thereof, together with the terms and conditions of the dividend, are as may be determined by the directors prior to allotment. Cumulative preference share dividends are paid in priority to any dividend on any other class of share.

 

The non-cumulative preference shares rank for dividend after the cumulative preference shares but rank pari passu with each other and any shares expressed to rank, in terms of participation in the profits of the company, in some or all respects pari passu therewith and otherwise in priority to dividends payable on the ordinary shares and any other share capital in the company.

 

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The directors may resolve prior to the issue and allotment of any series of non-cumulative preference shares that full dividends in respect of a particular dividend payment date will not be declared and paid if, (i) in its sole and absolute discretion, the directors resolve prior to the relevant dividend payment date that such dividend (or part thereof) shall not be paid and/or (ii) in the opinion of the directors, payment of a dividend would cause a breach of the UK Financial Services Authority’s capital adequacy requirements applicable to the company or its subsidiaries, or subject to the next following paragraph, insufficient distributable profits of the company are available to cover the payment in full of all dividends after having paid any dividends payable on any of the cumulative preference shares.

 

If dividends will be paid but, in the opinion of the directors, insufficient distributable profits of the company are available to cover the payment in full of dividends after having paid any dividends payable on any of the cumulative preference shares, dividends will be declared by the directors, pro rata on the non-cumulative preference shares to the extent of the available distributable profits.

 

The non-cumulative preference shares will carry no further rights to participate in the profits of the company and if, and to the extent, any dividend or part of any dividend is on any occasion not paid for any of the reasons described above, holders of non-cumulative preference shares will have no claim in respect of such non-payment.

 

If any dividend is not payable for the reasons described in clause (ii) of the third paragraph of this subsection, the directors may pay a special dividend not exceeding US$0.01, £0.01 or 0.01 (depending on the currency of the relevant preference share) per share.

 

If the dividend payable on any series of non-cumulative preference shares on the most recent payment date is not paid in full, or if a sum is not set aside to provide for such payment in full, in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection, no dividends may be declared on any other share capital of the company and no sum may be set aside for the payment of a dividend on any other share capital (in each case other than the cumulative preference shares), unless, on the date of declaration, an amount equal to the dividend payable in respect of the then current dividend period for such series of non-cumulative preference shares is set aside for payment in full on the next dividend payment date.

 

If any dividend payable on the non-cumulative preference shares is not paid in full or if a sum is not set aside to provide for such payment in full (in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection), the company may not redeem or purchase or otherwise acquire any other share capital of the company and may not set aside any sum nor establish any sinking fund for its redemption, purchase or other such acquisition, until such time as dividends have been declared and paid in full in respect of successive dividend periods together aggregating not less than twelve months.

 

The non-payment of any dividend (in full or in part) by reason of the exercise of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, shall not prevent or restrict (a) the declaration and payment of dividends on any other series of non-cumulative preference shares or on any non-cumulative preference shares expressed to rank pari passu with the non-cumulative preference shares, (b) the setting aside of sums for the payment of such dividends, (c) except as set forth in the following paragraph, the redemption, purchase or other acquisition of shares in the company by the company, or (d) except as set forth in the following paragraph, the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the company.

 

If dividends are not declared and paid in full on any series of non-cumulative preference shares as a result of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, then the company may not redeem, purchase or otherwise acquire for any consideration any share capital ranking after such preference shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition thereof, until such time as the company has declared and paid in full dividends on such series of non-cumulative preference shares in respect of successive dividend periods together aggregating no less than twelve months. In addition, no dividend may be declared or paid on any of the company’s share capital ranking after such preference shares until the dividend in respect of a particular dividend payment date payable on the preference shares to which the directors’ discretion in clause (i) of the third paragraph of this subsection applies has been declared and paid in full.

 

With effect from 19 April 2011, subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine.

 

Non-voting deferred shares

The holders of non-voting deferred shares are not entitled to the payment of any dividend or other distribution.

 

B Shares

Prior to the occurrence of a Trigger Event (as defined below) in respect of any Series 1 Class B Shares, those Series 1 Class B Shares rank equally with the holders of ordinary shares in respect of any cash dividends, and each Series 1 Class B Share will entitle its holder to the same cash dividend as is (or may, at the election of a holder of the ordinary share, be) payable to the holder of one ordinary share, as adjusted from time to time to reflect any consolidation, reclassification or subdivision in relation to the ordinary shares.

 

If a Trigger Event has occurred in respect of any Series 1 Class B Shares, the Series 1 Class B Shares in respect of which the Trigger Event has occurred will rank pari passu with the holders of the ordinary shares in respect of any dividends paid on the ordinary shares. Each Series 1 Class B Share will entitle its holder to the same dividend as is (or may, at the election of a holder of an ordinary share, be) payable to the holder of one (as adjusted from time to time) ordinary share.

 

If a bonus issue of fully paid ordinary shares is made to holders of ordinary shares in lieu of a dividend, a holder of a Series 1 Class B Share in respect of which the Trigger Event has occurred will be entitled to receive the same number of ordinary shares as is payable to the holder of one (as adjusted from time to time) ordinary share, save that if the issue of such ordinary share(s) to such holder would result in it holding directly or indirectly more than 75% of the total issued ordinary shares, then such holder will instead receive further Series 1 Class B Shares of the same value.

 

A Trigger Event occurs in relation to the Series 1 Class B Shares in issue at the relevant time, if the daily volume weighted average price of the company’s ordinary shares on the London Stock Exchange equals or exceeds £0.65 per ordinary share (subject to adjustment) for 20 or more complete dealing days in any period of 30 consecutive dealing days.

 

In October 2015, HMT converted its entire holding of B shares into 5.1 billion new ordinary shares of £1 each.

 

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Dividend Access Share

Subject to the discretions, limitations and qualifications described in this subsection, non-cumulative dividends on the Series 1 Dividend Access Share will be payable from 22 December 2009 up to and including the Stop Date (if any). No dividends will be payable on the Series 1 Dividend Access Share after the Stop Date (if any). Up to and including the Stop Date, the company will pay dividends on the Series 1 Dividend Access Share when, as and if declared by its board of directors or a duly authorised committee of such board of directors (the ‘‘board of directors’’). Up to and including the Stop Date, subject to the discretions, limitations and qualifications described in this section, the Series 1 Dividend Access Share will entitle the holder to receive out of the distributable profits of the company a non-cumulative dividend at the rate described below (the ‘‘Dividend Access Share Dividend’’), in priority to the payment of any dividend to the holders of any class of ordinary share or Class B Share and pari passu in such regard with the holder of any other dividend access share then in issue.

 

The board of directors may in its sole and absolute discretion resolve that no Dividend Access Share Dividend shall be paid on a Dividend Access Share Dividend payment date.

 

The board of directors will, by 31 October in each financial year of the company, decide whether or not to pay an interim dividend on the ordinary shares or make an interim Ordinary Share Bonus Issue in that financial year. If it is decided that an interim dividend on the ordinary shares or an interim Ordinary Share Bonus Issue is to be paid or made in any financial year, the corresponding semi-annual (hereinafter referred to as ‘‘first semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in the same financial year will be paid or made at the time set out below. The record date for any first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue in the relevant financial year or otherwise will be three business days before 31 October in each year.

 

If paid or made, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding interim dividend on the ordinary shares is paid or interim Ordinary Share Bonus Issue is made. If it is decided that no such interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue will be paid or made in a financial year, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in such financial year will, if to be paid or made, be so paid or made on 31 October in such financial year (commencing in 2010).

 

The Board of directors will, by 31 May in each financial year of the company, decide whether or not to recommend a dividend on the ordinary shares or make an Ordinary Share Bonus Issue which is expressed to be a final dividend for the immediately preceding financial year. If it is decided that such a dividend on the ordinary shares or Ordinary Share Bonus Issue is to be recommended and is subsequently approved by shareholders, the corresponding semi-annual (hereinafter referred to as ‘‘second semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will be paid at the time set out below. The record date for any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any final dividend on the ordinary shares or final Ordinary Share Bonus Issue for the relevant financial year or otherwise will be three business days before 31 May in each year. If paid or made, the second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding final dividend on the ordinary shares is paid or final Ordinary Share Bonus Issue is made. If it is decided that no such final dividend on the ordinary shares or Ordinary Share Bonus Issue will be paid or made in any year (the ‘‘current year’’) for the immediately preceding financial year, any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will, if to be paid or made, be so paid or made on 31 May in the current year (commencing in 2010).

 

Any first semi-annual Dividend Access Share Dividend or second semi-annual Dividend Access Share Dividend will only be paid if (to the extent legally required) profits are available for distribution and are permitted by law to be distributed.

 

If paid or made, the first semi-annual Dividend Access Share Dividend on the Series 1 Dividend Access Share will be equal to an amount which, before taking account of any withholding or deduction required to be made on account of tax from such dividend and when added to any other cash dividends previously paid by the Company on the Series 1 Dividend Access Share since the Issue Date (before taking account of any withholding or deduction required to be made on account of tax from such cash dividends) equals the DAS Retirement Dividend Amount.

 

If paid or made, any second semi-annual Dividend Access Share Dividend on the Series 1 Dividend Access Share will be equivalent to (a) the greater of (i) on an annual basis, 7 per cent. of the aggregate issue price of all B Shares issued to HM Treasury, and (ii) 25 per cent. (subject to adjustment) of any cash dividend paid per Ordinary Shares, multiplied by the number of B Shares issued to HM Treasury, less (b) the fair market value of the aggregate amount of any dividends or distributions paid or made on any B Shares and/or on any Ordinary Shares issued on conversion of the B Shares, provided that any second semi-annual Dividend Access Share Dividend will not in any event exceed a sum which, before taking account of any withholding or deduction required to be made on account of tax from such dividend and when added to any other cash dividends previously paid by the Company on the Series 1 Dividend Access Share since the Issue Date (before taking account of any withholding or deduction required to be made on account of tax from such cash dividends), would exceed the DAS Retirement Dividend Amount.

 

In the event of a change in the frequency of dividend payments on the ordinary shares such that they are not paid semi-annually consistent with the payment of Dividend Access Share Dividends on the Series 1 Dividend Access Share, the company will make such changes to the Dividend Access Share Dividend payment arrangements described above as, following consultation with the Independent Financial Adviser (acting as an expert), it determines are fair and reasonable to take account of such changed frequency.

 

Non-cumulative dividends on the Series 1 Dividend Access Share will be payable in respect of the period up to and including the Stop Date (if any). After the Stop Date (if any), the right of the holder of the Series 1 Dividend Access Share to any dividends (including any Dividend Access Share Dividends) shall cease and the Series 1 Dividend Access Share shall, without the need for any consent or approval from the holder of the Series 1 Dividend Access Share or any other action by the Company or the holder of the Series 1 Dividend Access Share, be re-designated as a Single Series 1 Class B Share on terms identical to all other Series 1 Class B Shares in issue at the Stop Date.

 

Any unpaid portion of the DAS Retirement Dividend Amount will be subject to an increase of 5 per cent per annum, calculated on a daily accrual basis from 1 January 2016, if such portion has not been paid before 1 January 2016 and an increase of 10 per cent. per annum calculated on a daily accruals basis from 1 January 2021, on any part of the balance that has not been paid before 1 January 2021.

 

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Bonus Issue of Series 1 Class B Shares on the Series 1 Dividend Access Share

If the board of directors decides to pay a Dividend Access Share Dividend and either (i) no dividend has been paid on the ordinary shares and/or distribution made thereon in respect of the corresponding period, or (ii) a dividend has been paid and/or a distribution has been made on the ordinary shares otherwise than in cash in respect of the corresponding period, the board of directors may in its discretion determine that such Dividend Access Share Dividend will be paid in whole or in part by the company issuing Series 1 Class B Shares, credited as fully paid, to the holder of the Series 1 Dividend Access Share.

 

The number of such further Series 1 Class B Shares to be issued to the holder will be such number of Series 1 Class B Shares as is certified by an Independent Financial Adviser (acting as an expert) to be as nearly as possible equal to (but not greater than) the cash amount (disregarding any withholding or deduction required to be made on account of any tax and any associated tax credit) of such semi-annual Dividend Access Share Dividend or part thereof otherwise payable to such holder of the Series 1 Dividend Access Share, based on the fair market value of a Series 1 Class B Share at the time of such determination. A written opinion of such Independent Financial Adviser will be conclusive and binding on all parties, save in the case of manifest error. The additional Series 1 Class B Shares will rank pari passu in all respects with the fully paid Series 1 Class B Shares then in issue save only as regards participation in the relevant dividend.

 

Restrictions following non-payment of dividend

If any Dividend Access Share Dividend is not declared and paid in full in cash or otherwise, the company:

 

(i)    may not, and will procure that no subsidiary undertaking of the company will, declare or pay dividends or other distributions on any Parity Securities (whether in cash or otherwise, and whether payable on the same date as the relevant Dividend Access Share Dividend or subsequently) or make any Ordinary Share Bonus Issue (whether to be made on the same date as the relevant Dividend Access Share Dividend or subsequently), and the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum for the payment of these dividends or distributions; and

(ii)   may not, and will procure that no subsidiary undertaking of the company will, redeem, purchase or otherwise acquire (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for any consideration any of its Parity Securities or any depository or other receipts or certificates representing Parity Securities (other than any such purchases or acquisitions which are made in connection with any Employee Share Scheme (as defined in the terms of issue of the Series 1 Dividend Access Share) and (save as aforesaid) the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum or establish any sinking fund (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for the redemption, purchase or other acquisition of Parity Securities or any depositary or other receipts or certificates representing Parity Securities.

 

In each case until such time as Dividend Access Share Dividends are no longer payable (including as a result of the Stop Date occurring), or payment of Dividend Access Share Dividends in cash or otherwise has resumed in full, as the case may be.

 

Definitions in relation to this Dividend Access Share subsection

“Bonus Issue” means a bonus issue of Series 1 Class B Shares to the holder of the Series 1 Dividend Access Share,

 

“DAS Retirement Dividend Amount” means £1,500,000,000 (subject to increase)

 

“Independent Financial Adviser” means an independent financial institution appointed by the company and approved by HM Treasury.

 

“Ordinary Share Bonus Issue” means a bonus issue of fully paid ordinary shares to holders of ordinary shares in lieu of a dividend.

 

“Parity Securities” means ordinary shares, Series 1 class B Shares and any other securities of the company or its subsidiary undertakings which rank pari passu with the ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up, either issued by the company or issues by a subsidiary undertaking of the company with terms attached which benefit from a guarantee or support agreement entered into by the company which ranks pari passu with ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up.

 

“Series 1 Class B Dividend Trigger Event” means in relation to any Series 1 Class B Shares in issue at any time, the payment by the Company of total cash dividends on the Series 1 Dividend Access Share since the Issue Date in an aggregate amount (before taking account of any withholding or deduction required to be made on account of tax from such cash dividends) equal to the DAS Retirement Dividend Amount.

 

“Stop Date” means the date on which the Series 1 Class B Dividend Trigger Event occurs.

 

The final dividend payment on the Dividend Access Share (DAS) owned by HMT of £1.2 billion was paid in March 2016, effecting the immediate retirement of the DAS which was redesignated as a single B share and subsequently cancelled.

 

Distribution of assets on liquidation

Cumulative preference shares

In the event of a return of capital on a winding-up or otherwise, the holders of cumulative preference shares are entitled to receive out of t he surplus assets of the company available for distribution amongst the members (i) in priority to the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the arrears of any fixed dividends including the amount of any dividend due for a payment after the date of commencement of any winding-up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) pari passu with the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the amount paid up or credited as paid up on such shares together with any premium.

 

Non-cumulative preference shares

Each non-cumulative preference share will confer on a winding up or liquidation (except (unless otherwise provided by the terms of issue) a redemption or purchase by the company of any shares in the capital of the company), the right to receive out of surplus assets of the company available for distribution amongst the members after payment of the arrears (if any) of the cumulative dividend on the cumulative preference shares and in priority to the holders of the ordinary shares, repayment of the amount paid up or credited as paid up on the non-cumulative preference shares together with any premium paid on issue pari passu with the holders of the cumulative preference shares and together with an amount equal to accrued and unpaid dividends.

 

Non-voting deferred shares

On a winding-up or other return of capital of the company, holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £100,000 on each ordinary share.

 

RBS – Annual Report on Form 20-F 2019

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Shareholder information

 

 

 

 

B Shares

On a winding-up, holders of the Series 1 Class B Shares will rank equally with the holders of the ordinary shares, the Series 1 Dividend Access Share and any other class of shares or securities of the company which rank equally with the Series 1 Class B Shares, the Series 1 Dividend Access Share or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up each holder of a Series 1 Class B Share will be deemed to hold one (as adjusted from time to time) ordinary share of the company for every Series 1 Class B Share held at the date of the commencement of such winding-up, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one (as adjusted) ordinary share in such event.

 

In October 2015, HMT converted its entire holding of B shares into 5.1 billion new ordinary shares of £1 each.

 

Dividend Access Share

On a winding-up, the holder of the Series 1 Dividend Access Share will rank equally with the holders of the ordinary shares, the Series 1 Class B Shares and any other class of shares or securities of the company which rank equally with the Series 1 Dividend Access Share, the Series 1 Class B Shares or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up the holder of the Series 1 Dividend Access Share will be deemed to hold one-tenth (as adjusted from time to time) of one ordinary share of the company, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one-tenth (as adjusted) of one ordinary share in such event.

 

The final dividend payment on the Dividend Access Share (DAS) owned by HMT of £1.2 billion was paid in March 2016, effecting the immediate retirement of the DAS which was redesignated as a single B share and subsequently cancelled.

 

General

On a winding-up of the company, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of the assets of the company or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

 

Voting Rights

General

Subject to any rights or restrictions as to voting attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy at a general meeting shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution) and on a poll every member present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held by him. No member shall, unless the directors otherwise determine, be entitled to vote at a general meeting or at a separate meeting of the holders of shares in the capital of the company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid. There is no obligation on the company to check and ensure that a proxy is voting at a general meeting in accordance with the voting directions provided by the appointing member. The chairman of a general meeting does not have a casting vote in the event of an equality of votes, as this is not permitted under the 2006 Act. The quorum required for a meeting of members is not less than five members present in person and entitled to vote.

 

If a meeting is adjourned because of the lack of a quorum, the members present in person or by proxy and entitled to vote will constitute a quorum at the adjourned meeting.

 

Meetings are convened upon written notice of not less than 21 days in respect of annual general meetings of members and not less than 14 days in respect of other meetings of members subject to certain conditions. An adjourned meeting may be called at shorter notice than applied to the original meeting, but where a meeting is adjourned for lack of quorum only if the adjourned meeting is held at least ten days after the original meeting and does not include any new business.

 

Cumulative preference shares

At a general meeting of the company, every holder of a cumulative preference share who is present in person or by proxy shall be entitled to one vote on a show of hands and, on a poll, every person who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held. No member shall be entitled to vote any share in person or by proxy unless all moneys owed in respect of that share have been paid.

 

Non-cumulative preference shares

Holders of non-cumulative preference shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution directly varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior to the allotment thereof.

 

Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the directors prior to allotment.

 

Non-voting deferred shares

The holders of non-voting deferred shares are not entitled to receive notice of or to attend or vote at any general meeting of the company or otherwise receive any shareholder communication.

 

RBS – Annual Report on Form 20-F 2019

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Shareholder information

 

 

 

 

B Shares

Holders of the Series 1 Class B Shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. If entitled to vote, each holder is entitled on a poll to two votes for each Series 1 Class B Share held.

 

In October 2015, HMT converted its entire holding of B shares into 5.1 billion new ordinary shares of £1 each.

 

Dividend Access Share

The holder of the Series 1 Dividend Access Share is not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to such share and then in such case only to speak to and vote upon any such resolution. If entitled to vote, the holder is entitled on a poll to one vote.

 

The final dividend payment on the Dividend Access Share (DAS) owned by HMT of £1.2 billion was paid in March 2016, effecting the immediate retirement of the DAS which was redesignated as a single B share and subsequently cancelled.

 

Redemption

Except as set forth in the following paragraph, unless the directors determine, prior to allotment of any particular series of non-cumulative preference shares, that such series shall be non-redeemable, the preference shares will be redeemable at the option of the company on any date which (subject to certain exceptions described in the terms of such shares) falls no earlier than such date (if any) as may be fixed by the directors, prior to allotment of such shares. On redemption, there shall be paid on each non-cumulative preference share the aggregate of its nominal amount together with any premium paid on issue, where applicable a redemption premium and accruals of dividend.

 

If the company wishes to issue redeemable shares, the Directors are authorised to determine the terms and manner of redemption.

 

Purchase

General

Under the 2006 Act a company requires shareholder authority to purchase its own shares, consolidate and sub-divide its shares and reduce its share capital.

 

Whenever non-cumulative preference shares are issued in the future the Articles have no restriction on the maximum purchase price payable by the company unless such restriction is expressly applied by the directors in relation to an issuance of non-cumulative preference shares.

 

Conversion rights

Convertible preference shares carry the right to convert into ordinary shares if they have not been the subject of a notice of redemption from the company, on or before a specified date determined by the directors. The right to convert will be exercisable by service of a conversion notice on the company within a specified period. The company will use reasonable endeavours to arrange the sale, on behalf of convertible preference shareholders who have submitted a conversion notice, of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of the relevant convertible preference shares by the directors).

 

B Shares

The B Shares are convertible into ordinary shares at HM Treasury’s option at an initial conversion price of £0.50 per share, subject to adjustment. In October 2015, HMT converted its entire holding of B shares into 5.1 billion new ordinary shares of £1 each.

 

Additional Value Shares

In December 2003, following the payment of aggregate dividends of £1 in respect of each AVS, all issued and outstanding AVSs were de-listed from the Official List and from trading on the London Stock Exchange’s market for listed securities and converted into non-voting deferred shares of £0.01 each.

 

Changes in share capital and variation of rights

Subject to the provisions of the 2006 Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, the company may issue shares which are, or at the option of the company or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

 

The company may by ordinary resolution: increase its share capital; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; subject to the provisions of the 2006 Act, subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

 

Subject to the provisions of the 2006 Act, if at any time the capital of the company is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the company is being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meeting s will apply, save that:

 

(i)    if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and

 

(ii)   any such holder present in person or by proxy may demand a poll

 

RBS – Annual Report on Form 20-F 2019

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Shareholder information

 

 

 

 

The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in t he profits or assets of the company, pari passu therewith, but in no respect in priority thereto.

 

Disclosure of interests in shares

The 2006 Act gives the company the power to require persons who it believes to be, or have been within the previous three years, interested in its shares, to disclose prescribed particulars of those interests. Failure to supply the information or supplying a statement which is materially false may lead to the Board imposing restrictions upon the relevant shares. The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the company in respect of the relevant shares and, additionally, in the case of a shareholding representing at least 0.25 per cent of the class of shares concerned, the withholding of payment of dividends on, and the restriction of transfers of, the relevant shares.

 

Limitations on rights to own share

There are no limitations imposed by UK law or the Memorandum and Articles on the right of non-residents or foreign persons to hold or vote the company’s shares other than the limitations that would generally apply to all of the company’s shareholders.

 

Members resident abroad

Members with registered addresses outside the United Kingdom are not entitled to receive notices from the company unless they have given the company an address within the United Kingdom at which such notices may be served.

 

Sending notices and other documents to shareholders

The company may communicate with members by electronic and/or website communications. A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him.

 

Documents on display

Documents concerning the company may be inspected at 36 St Andrew Square, Edinburgh, EH2 2YB.

 

Executive directors’ service contracts and copies of directors’ indemnities granted by the company in terms of section 236 of the Companies Act 2006 may be inspected at the company’s office at Gogarburn, Edinburgh, EH12 1HQ (telephone +44 (0)131 626 4114).

 

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith, we file reports and other information with the SEC. The SEC’s website, at http://www.sec.gov, and our website, at http://www.rbs.com, contain reports and other information in electronic form that we have filed. Except for SEC filings incorporated by reference in this prospectus supplement and the accompanying prospectus, none of the information on or that can be access through our website is part of this prospectus supplement or the accompanying prospectus. You may also request a copy of any filings referred to below (other than exhibits not specifically incorporated by reference) at no cost, by contacting us at RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland. Telephone +44 (0) 131 626 0000.

 

Incorporation and registration

The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited, and changed its name to The Royal Bank of Scotland Group Limited on 3 September 1979. On 10 March 1982 it was re-registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC45551

 

RBS – Annual Report on Form 20-F 2019

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Shareholder information

 

 

 

 

Important addresses

Shareholder enquiries Registrar

Computershare Investor Services PLC The Pavilions

Bridgwater Road Bristol BS99 6ZZ

Telephone: +44 (0)370 702 0135

Facsimile: +44 (0)370 703 6009

Website: www-uk.computershare.com/investor/contactus

 

ADR Depositary Bank

BNY Mellon Shareowner Services

PO Box 505000

Louisville, KY 40233-5000

 

Direct Mailing for overnight packages:

BNY Mellon Shareowner Services

462 South 4th Street

Suite 1600

Louisville KY 40202

 

Telephone: 1-888-269-2377 (US callers – toll free)

Telephone: +1 201 680 6825 (International)

Email: shrrelations@cpushareownerservices.com

Website: www.mybnymdr.com

 

Corporate Governance and Regulatory Affairs

The Royal Bank of Scotland Group plc

PO Box 1000

Gogarburn Edinburgh EH12 1HQ

Telephone: +44 (0)131 556 8555

 

Investor Relations

250 Bishopsgate London EC2M 4AA

Telephone: +44 (0)207 672 1758

Facsimile: +44 (0)207 672 1801

Email: investor.relations@rbs.com

 

Registered office

36 St Andrew Square

Edinburgh EH2 2YB

Telephone: +44 (0)131 556 8555

Registered in Scotland No. SC45551

 

Website

rbs.com

 

SEC website

More information is available on the SEC website at: sec.gov

 

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Shareholder information

 

 

 

 

Principal offices

The Royal Bank of Scotland Group plc

PO Box 1000, Gogarburn, Edinburgh EH12 1HQ

Telephone: +44 (0)131 626 0000

 

NatWest Markets Plc

250 Bishopsgate, London, EC2M 4AA, England

 

The Royal Bank of Scotland plc

PO Box 1000, Gogarburn, Edinburgh EH12 1HQ

250 Bishopsgate, London EC2M 4AA

 

National Westminster Bank Plc

250 Bishopsgate, London, EC2M 4AA, England

 

Ulster Bank Limited

11-16 Donegall Square East,

Belfast, Co Antrim, BT1 5UB, Northern Ireland

 

Ulster Bank Ireland DAC

Ulster Bank Group Centre,

George’s Quay

Dublin 2, D02 VR98

 

NatWest Markets Group Holdings Corp.

251 Little Falls Drive

Wilmington, DE, 19808

 

Coutts & Company

440 Strand, London WC2R 0QS, England

 

The Royal Bank of Scotland International Limited

Royal Bank House, 71 Bath Street

St Helier, JE4 8PJ

 

RBS – Annual Report on Form 20-F 2019

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Shareholder information

 

 

 

 

Exhibit Index

 

1.1

Memorandum and Articles of Association of The Royal Bank of Scotland Group plc (previously filed and incorporated by reference to Exhibit 1 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2011 (File No. 1-10306))

2.1

Form of Deposit agreement among The Royal Bank of Scotland Group plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder (previously filed and incorporated by reference to Exhibit 1 to the Group’s Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007))

2.2

Form of American Depositary Receipt for ordinary shares of the par value of £1 each (previously filed and incorporated by reference to the prospectus filed pursuant to Rule 424(b)(3) (filed on 7 June 2012) relating to the Group’s Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007))

2.3

Letter dated 12 May 2008 from The Bank of New York Mellon as Depository to The Royal Bank of Scotland Group plc relating to the Prerelease of American Depository Receipts (previously filed and incorporated by reference to Exhibit 2.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2007 (File No. 1-10306))

2.4

Neither The Royal Bank of Scotland Group plc nor NatWest Markets plc is party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of the Group’s total assets (on a consolidated basis) is authorized to be issued. Each of The Royal Bank of Scotland Group plc and NatWest Markets plc hereby agrees to furnish to the Securities and Exchange Commission (the “Commission”), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Commission

2.5

Description of Securities Registered under Section 12 of the Exchange Act

4.1

Service agreement for Alison Rose-Slade, Group Chief Executive, dated 31 October 2019

4.2

Service agreement for Ross McEwan, former Group Chief Executive, dated 30 September 2013 (previously filed and incorporated by reference to Exhibit 4.1 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2013 (file No. 1-10306))

4.3

Service Agreement for Katie Murray, Chief Financial Officer, dated 1 February 2019 (previously filed and incorporated by reference to Exhibit 4.2 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.4

Letter of Appointment for Howard Davies, Non-Executive Director and Chairman, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.5

Letter of Appointment for Michael Rogers, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.4 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.6

Letter of Appointment for Frank Dangeard, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.5 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.7

Letter of Appointment for Mark Seligman, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.6 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.8

Letter of Appointment for Dr. Lena Wilson, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.7 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.9

Letter of Appointment for Patrick Flynn, Non-Executive Director, dated 26 April 2018 (previously filed and incorporated by reference to Exhibit 4.8 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.10

Letter of Appointment for Alison Davis, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.9 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.11

Letter of Appointment for Brendan Nelson, former Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.10 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.12

Letter of Appointment for Morten Friis, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.13

Letter of Appointment for Robert Gillespie, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.12 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.14

Letter of Appointment for Baroness Sheila Noakes, Non-Executive Director, dated 30 May 2018 (previously filed and incorporated by reference to Exhibit 4.13 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.15

Standard Terms of Appointment for Non-Executive Directors (previously filed and incorporated by reference to Exhibit 4.14 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.16

Form of Deed of Indemnity for Directors (previously filed and incorporated by reference to Exhibit 4.15 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.17

Memorandum of Understanding between National Westminster Bank Plc and RBS Pension Trustee Limited, dated 26 January 2016 (previously filed and incorporated by reference to Exhibit  4.6 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2015 (File No. 1-10306))

4.18

Framework Agreement dated 28 September 2018 relating to the Royal Bank of Scotland Group Pension Fund (previously filed and incorporated by reference to Exhibit 4.16 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.19(1)

Acquisition and contingent capital agreement dated 26 November 2009 among The Royal Bank of Scotland Group plc and The Commissioners of Her Majesty’s Treasury (previously filed and incorporated by reference to Exhibit  4.19 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (File No. 1-10306))

4.20(1)

State Aid Cost Reimbursement Deed dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc (previously filed and incorporated by reference to Exhibit  4.25 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (File No. 1-10306))

4.21(1)

Framework and State Aid Deed dated 25 April 2018, among The Commissioners of Her Majesty’s Treasury, Banking Competition Remedies Limited and The Royal Bank of Scotland Group plc (previously filed and incorporated by reference to Exhibit 4.19 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.22(1)

Trust Deed dated 25 April 2018, between the Banking Competition Remedies Limited and The Royal Bank of Scotland Group plc (previously filed and incorporated by reference to Exhibit 4.20 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.23(1)

Deed of Indemnity dated 25 April 2018, between The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc (previously filed and incorporated by reference to Exhibit 4.21 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

4.24

Relationship Agreement, dated 7 November 2014 among Her Majesty’s Treasury and The Royal Bank of Scotland Group plc (Previously filed and incorporated by reference to Exhibit  4.12 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2014 (File No. 1-10306))

4.25

Share Purchase Deed dated 7 February 2019 between The Royal Bank of Scotland Group Plc and The Commissioners of Her Majesty’s Treasury (previously filed and incorporated by reference to Exhibit 4.15 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2018 (file No. 1-10306))

8.1

Principal subsidiaries of The Royal Bank of Scotland Group plc

12.1

CEO certification required by Rule 13a-14(a)

12.2

CFO certification required by Rule 13a-14(a)

13.1

Certification required by Rule 13a-14(b)

15.1

Consent of independent registered public accounting firm (Ernst & Young LLP)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Scheme

101.CAL

XBRL Taxonomy Extension Scheme Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Scheme Definition Linkbase

101.LAB

XBRL Taxonomy Extension Scheme Label Linkbase

101.PRE

XBRL Taxonomy Extension Scheme Presentation Linkbase

 

 

 

 

Note:

(1)        Confidential treatment has been granted

 

321


 

Exhibits

 

322


 

 

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

 

 

The Royal Bank of Scotland Group plc

Registrant

 

 

 

 

/s/ Katie Murray

Katie Murray

Group Chief Financial Officer

27 February 2020

 

323


Exhibit 2.5

 

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

 

As of December 31, 2019, Royal Bank of Scotland Group plc (“RBSG,” the “Company,” “we,” “us” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading symbol

 

Name of each exchange on which 
registered

American Depositary Shares, each representing 2 ordinary shares, nominal value £1 per share

 

RBS

 

The New York Stock Exchange

Ordinary shares, nominal value £1 per share

 

 

 

The New York Stock Exchange*

American Depositary Shares Series U each representing one Non-Cumulative Dollar Preference Share, Series U

 

RBS

 

The New York Stock Exchange

Dollar Perpetual Regulatory Tier 1 Securities

 

RBSP1

 

The New York Stock Exchange

5.625% Senior Notes due 2020

 

RBS 20A

 

The New York Stock Exchange

6.125% Senior Notes due 2021

 

RBS 21

 

The New York Stock Exchange

6.125% Subordinated Tier 2 Notes due 2022

 

RBS 22

 

The New York Stock Exchange

6.000% Subordinated Tier 2 Notes due 2023

 

RBS 23A

 

The New York Stock Exchange

6.100% Subordinated Tier 2 Notes due 2023

 

RBS 23

 

The New York Stock Exchange

Fixed-to-Fixed Reset Rates Subordinated Tier 2 Notes due 2029

 

RBS 29A

 

The New York Stock Exchange

3.875% Senior Notes due 2023

 

RBS 23B

 

The New York Stock Exchange

3.498% Fixed Rate / Floating Rate Senior Notes due 2023

 

RBS 23D

 

The New York Stock Exchange

4.519% Fixed Rate / Floating Rate Senior Notes due 2024

 

RBS 24A

 

The New York Stock Exchange

4.269% Fixed Rate / Floating Rate Senior Notes due 2025

 

RBS 25

 

The New York Stock Exchange

5.076% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBS 30

 

The New York Stock Exchange

4.445% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBS 30A

 

The New York Stock Exchange

Senior Floating Rate Notes due 2023

 

RBS 23C

 

The New York Stock Exchange

Senior Floating Rate Notes due 2024

 

RBS 24B

 

The New York Stock Exchange

5.125% Subordinated Tier 2 Notes due 2024

 

RBS 24

 

The New York Stock Exchange

4.892% Fixed Rate / Floating Rate Senior Notes due 2029

 

RBS 29

 

The New York Stock Exchange

 


*                  Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

 

Capitalized terms used but not defined herein have the meanings given to them in RBSG’s annual report on Form 20-F for the fiscal year ended December 31, 2019.

 


 

ORDINARY SHARES

 

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by RBSG’s Articles of Association and by the Companies Act 1985 and the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.

 

A copy of RBSG’s Articles of Association is filed as Exhibit 1.1 to RBSG’s annual report on Form 20-F for the fiscal year ended December 31, 2019, incorporated by reference herein.

 

Share Capital

 

As at December 31, 2019, our allotted, called up and fully paid share capital was as follows.

 

(Title of each class)

 

(Number of outstanding shares)

Ordinary shares of £1 each

 

12,093,909,192

11% cumulative preference shares

 

500,000

5½% cumulative preference shares

 

400,000

Non-cumulative dollar preference shares, Series U

 

10,130

 

Voting Rights

 

Subject to any special rights or restrictions provided by the articles of association attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution), and on a poll every member who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held by him. Voting rights may not be exercised by a member who has been served with a restriction notice after failure to provide us with information concerning interests in shares to be provided under U.K. law.

 

Holders of non-cumulative preference shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of RBSG or any resolution directly varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior to the allotment thereof. Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the directors prior to allotment.

 

Shareholders’ Meetings

 

The Board must call an annual general meeting in each period of six months beginning with the day following our accounting reference date. Other general meetings may be called by the directors whenever they think fit. The directors must also convene a meeting upon the request of shareholders holding not less than 5% of our paid-up capital carrying voting rights at general meetings of shareholders. A request for a general meeting of shareholders must state the general nature of the business to be dealt with at the meeting, and must be signed by the requesting shareholders and deposited at our registered office or an address specified by us for the purpose. If our directors fail to give notice of such meeting to shareholders within 21 days from receipt of notice (the meeting in question to be held on a date not more than 28 days after the date of the notice convening the meeting), the shareholders that requested the general meeting, or any of them representing more than one-half of the total voting rights of all shareholders that requested the meeting, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months. Any such meeting must be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by our directors.

 

We must give at least 21 days’ notice of a general meeting but, in the case of any general meeting other than an annual general meeting, the Companies Act 2006 (the “2006 Act”) allows us to use a shorter notice period of 14 days provided that certain conditions are met, including the passing of an appropriate resolution at an annual general

 

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meeting. Notice shall be given to the auditors and to every member of RBSG, other than those who are not entitled to receive such notice under the provisions of the articles of association.

 

We may not hold an annual or general meeting at short notice other than in relation to a general meeting that is adjourned.

 

The notice calling a general meeting must specify the place, day and time of the meeting.

 

Attendance at Shareholders’ Meetings; Proxies and Votes by Mail

 

In general, all shareholders (subject to restrictions for holders of non-cumulative preference shares as set out above) who have properly registered their shares may participate in general meetings. Shareholders may attend, speak and vote in person or by proxy.

 

In order to attend or vote at any general meeting, a person must be entered on the register of members by the time, being not more than 48 hours before the meeting, specified in the notice of the general meeting (as described below under “—Quorum”).

 

A shareholder may appoint a proxy in writing or by electronic communication. The appointment of a proxy must be delivered to or received by us at the address specified for that purpose not later than 48 hours before the time appointed for the holding of the meeting. A proxy need not be a member of RBSG.

 

Quorum

 

The articles of association state that no business other than the appointment of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present. A quorum for the purposes of a general meeting is five shareholders present in person and entitled to vote at the meeting.

 

If a quorum is not present at a general meeting within 15 minutes of the time appointed for the meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine), the meeting shall be adjourned to either the day and time specified in the notice convening the meeting for such purpose or (if not specified) such time as the chairman of the meeting may determine. In the event of the latter, not less than seven days’ notice of the adjourned meeting (or such longer notice as may be required by statute) shall be given. If a quorum is not present at the adjourned meeting within 15 minutes of the time appointed, the members present in person or by proxy and entitled to vote at the meeting shall constitute a quorum.

 

Votes Required for Shareholder Action

 

An ordinary resolution must receive more than 50% of the votes cast to be passed. A special resolution must receive at least 75% of the votes cast in order to be passed.

 

Financial Statements and Other Communications with Shareholders

 

Not less than 21 days before the date of an annual general meeting, we must send a copy of every balance sheet and profit and loss account which is to be laid before a general meeting, and a copy of the Director’s and Auditors’ reports, to every member of RBSG and every person who is entitled to receive notice of the meeting. Alternatively, such persons can elect to receive only a copy of RBSG’s strategic report or can elect to view the aforementioned documents on our website.

 

Dividends

 

Subject to the provisions of the 2006 Act and Clause 123 of the Articles, we may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to us.

 

We may cease sending dividend warrants and cheques by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the

 

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registered holder. We may resume sending warrants and cheques if the holder requests such recommencement in writing.

 

default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, we may issue shares which are, or at our option or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

 

We may by ordinary resolution: increase our share capital; consolidate and divide all or any of our share capital into shares of larger amount than our existing shares; subject to the provisions of the 2006 Act, subdivide our shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

 

Subject to the provisions of the 2006 Act, if at any time our capital is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not we are being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meetings will apply, save that:

 

(i)                       if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and

 

(ii)                    any such holder present in person or by proxy may demand a poll. The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in our profits or assets, pari passu therewith, but in no respect in priority thereto.

 

Pre-emption Rights

 

Under U.K. law, if we issue specific kinds of additional securities, current shareholders will have pre-emption rights to those securities on a pro rata basis.

 

The shareholders may, by way of a special resolution, grant authority to the directors to allot shares as if the pre-emption rights did not apply. This authority may be either specific or general and may not exceed a period of five years. If the directors wish to seek authority to disapply the pre-emption rights in relation to a specific allotment, the directors must produce a statement that is circulated to shareholders detailing their reasons for seeking the disapplication of such pre-emption rights.

 

Form, Holding and Transfer of Shares

 

Shares may be held in either certificated or uncertificated form.

 

Certificated Shares

 

Shares held in certificated form are evidenced by a certificate and a register of shareholders is maintained by our registrar. Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or a form approved by the directors.

 

Title to certificated shares is evidenced by entry in the register of our members.

 

The directors may decline to register any transfer of a certificated share unless:

 

(i)                       the instrument of transfer is lodged at the specified place and accompanied by the certificate for the shares to which it relates;

 

(ii)                    the instrument of transfer is in respect of only one class of share; and

 

(iii)                 in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

 

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Uncertificated Shares

 

RBSG shares held in uncertificated form are held through CREST (computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear UK).

 

Subject to any applicable restrictions in the articles of association, any member may transfer all or any of his uncertificated shares by means of a relevant system in the manner provided for in the Uncertificated Securities Regulations 2001 and the rules of the relevant system.

 

Title to uncertificated shares is evidenced by entry in the operator register maintained by Euroclear UK (which forms part of the register of our members).

 

The directors may decline to register the transfer of an uncertificated share in accordance with the Uncertificated Securities Regulations 2001, and, in the case of jointly held shares, where the share is to be transferred to more than four joint holders.

 

No fee is payable for the registration of transfers of either certificated of uncertificated shares, although there may be U.K. stamp duty and SDRT consequences.

 

Liquidation Rights

 

If RBSG is liquidated, the liquidator may, with the authority of a special resolution, divide among the members in specie or kind the whole or any part of the assets of RBSG. The liquidator may determine how such division is to be carried out as between members or classes of members. No member shall be compelled to accept any assets on which there is a liability.

 

Non-voting deferred shares

 

On a winding-up or other return of our capital, holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £100,000 on each ordinary share.

 

General

 

On our winding-up, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of our assets or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

 

Disclosure of Holdings Exceeding Certain Percentages

 

The Disclosure and Transparency Rules require each shareholder to notify us if the voting rights held by him (including by way of certain financial instrument) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100%. Under the Disclosure and Transparency Rules, certain voting rights in RBSG may be disregarded.

 

Pursuant to the 2006 Act, we may also send a notice to any person whom we know or believes to be interested in our shares requiring that person to confirm whether he has such an interest and if so details of that interest.

 

Under the articles of association and U.K. law, if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares (the “default shares”), the Directors may serve a restriction notice on such person. Such a restriction notice will state that the default shares and, if the Directors determine, any other shares held by that person, shall not confer any right to attend or vote at any general meeting of RBSG.

 

In respect of a person with a 0.25% or more interest in our issued ordinary share capital, the Directors may direct in the restriction notice that, subject to certain exceptions, no transfers of shares held by such person (in

 

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certificated or uncertificated form) shall be registered and that any dividends or other payments on the shares shall be retained by us pending receipt by us of the information requested by the Directors.

 

Purchase of Shares by RBSG

 

Subject to U.K. law (which includes a requirement to obtain shareholder authority), and to any rights conferred on the holders of any class of shares and to any requirements imposed by the London Stock Exchange, we may purchase any of our own shares. The directors are not obliged to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or different classes.

 

Conversion

 

Convertible preference shares carry the right to convert into ordinary shares if they have not been the subject of a notice of redemption from us, on or before a specified date determined by the Directors. The right to convert will be exercisable by service of a conversion notice on us within a specified period. We will use reasonable endeavors to arrange the sale, on behalf of convertible preference shareholders who have submitted a conversion notice, of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of the relevant convertible preference shares by the Directors).

 

Lien and Forfeiture

 

We have a lien on every partly paid share for all amounts payable to us in respect of that share. The Directors may call any monies unpaid on shares and may sell shares on which calls or amounts payable under the terms of issues are not duly paid.

 

Ownership of Shares by Non-U.S. Persons

 

There are no provisions in the articles of association that restrict non-resident or foreign shareholders from holding RBSG shares or from exercising voting rights attaching to RBSG shares.

 

Untraceable Shareholders

 

We shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:

 

(i)                       during a period of 12 years ending on date of advertising our intention to sell such shares at least three cash dividends in respect of such shares have become payable but all dividends or other moneys payable remain unclaimed;

 

(ii)                    we have inserted advertisements in one daily newspaper with a national circulation in the United Kingdom, one Scottish daily newspaper and one newspaper circulating in the area of the last known address of the member or other person giving notice of our intention to sell the shares;

 

(iii)                 during the period referred to in sub-paragraph (i) above and the period of three months following the publication of the advertisements referred to in sub-paragraph (ii) above, we receive no indication of the whereabouts or existence of the member or other person; and

 

(iv)                if the shares are listed on the London Stock Exchange, we give notice to the London Stock Exchange of its intention to sell the shares prior to publication of the advertisements.

 

The net proceeds of such sale shall belong to us, which shall be obliged to account to the former member or other person previously entitled to the shares for an amount equal to the proceeds as a creditor of RBSG.

 

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ORDINARY SHARE AMERICAN DEPOSITARY SHARES

 

 

 

The Bank of New York Mellon, as the depositary, will register and deliver ordinary share ADSs, each representing two RBSG ordinary shares (or a right to receive two RBSG ordinary shares) deposited with the London branch of The Bank of New York Mellon, as custodian. Each ordinary share ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the register will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York’s principal executive office is located at One Wall Street, New York, New York 10286.

 

You may hold ordinary share ADSs either (i) directly (a) by having an ordinary share ADR, which is a certificate evidencing a specific number of ordinary share ADSs, registered in your name, or (b) by holding ordinary share ADSs in the Direct Registration System, or (ii) indirectly through your broker or other financial institution. If you hold ordinary share ADSs directly, you are an ordinary share ADS holder. This description assumes you hold your ordinary share ADSs directly. If you hold the ordinary share ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ordinary share ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

 

The Direct Registration System, or DRS, is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ordinary share ADSs, which ownership shall be evidenced by periodic statements sent by the depositary to the ordinary share ADS holders entitled thereto.

 

As an ordinary share ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. United Kingdom law governs shareholder rights. The depositary will be the holder of the shares underlying your ordinary share ADSs. As a holder of ordinary share ADSs, you will have ordinary share ADS holder rights. The ordinary share ADS deposit agreement among RBSG, the depositary and you, as an ordinary share ADS holder, and the beneficial owners of ordinary share ADSs sets out ordinary share ADS holder rights as well as the rights and obligations of the depositary. New York law governs the ordinary share ADS deposit agreement and the ordinary share ADSs.

 

RBSG may from time to time request owners of ordinary share ADSs to provide information as to the capacity in which such owners own or owned ordinary share ADSs and regarding the identity of any other persons then or previously having a beneficial interest in such ordinary share ADSs and the nature of such interest and various other matters. Each owner of ordinary share ADSs agrees to provide any information requested by RBSG or the depositary pursuant to the ordinary share ADS deposit agreement. The depositary agrees to comply with reasonable written instructions received from time to time from RBSG requesting that the depositary forward any such requests to the owners of ordinary share ADSs and to forward to RBSG any such requests received by the depositary.

 

The following is a summary of the material provisions of the ordinary share ADS deposit agreement. For more complete information, you should read the entire ordinary share ADS deposit agreement and the form of American depositary receipt.

 

Dividends and Other Distributions

 

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of RBSG ordinary shares your ordinary share ADSs represent.

 

·                  Cash. The depositary will convert any cash dividend or other cash distribution we pay on the RBSG ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the ordinary share ADS deposit agreement allows the depositary to distribute the foreign currency only to those ordinary share ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ordinary share ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any withholding taxes, or other governmental charges that must be paid, will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange

 

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rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

 

·                  Shares. The depositary may distribute additional ordinary share ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ordinary share ADSs. It will sell shares which would require it to deliver a fractional ordinary share ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ordinary share ADSs, the outstanding ordinary share ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with that distribution.

 

·                  Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may, after consultation with RBSG, make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

 

If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ordinary share ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

 

U.S. securities laws may restrict transfers and cancellation of the ordinary share ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ordinary share ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ordinary share ADSs described in this section except for changes needed to put the necessary restrictions in place.

 

·                  Other Distributions. After consultation with RBSG to the extent practicable, the depositary will send to you anything else RBSG distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may, after consultation with RBSG to the extent practicable, decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ordinary share ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ordinary share ADSs) to you unless it receives reasonably satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

 

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ordinary share ADS holders. We have no obligation to register ordinary share ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ordinary share ADSs, shares, rights or anything else to ordinary share ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for RBSG to make them available to you.

 

Deposit, Withdrawal and Cancellation

 

The depositary will deliver ordinary share ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees and including a U.K. SDRT charge on the value of the ordinary shares so deposited, the depositary will register the appropriate number of ordinary share ADSs in the names you request and will deliver the ordinary share ADSs to or upon the order of the person or persons that made the deposit.

 

You may surrender your ordinary share ADSs at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ordinary share ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

 

You may surrender your ordinary share ADR to the depositary for the purpose of exchanging your ordinary share ADR for uncertificated ordinary share ADSs. The depositary will cancel that ordinary share ADR and will

 

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send you a statement confirming that you are the owner of uncertificated ordinary share ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ordinary share ADSs requesting the exchange of uncertificated ordinary share ADSs for certificated ordinary share ADSs, the depositary will execute and deliver to you an ordinary share ADR evidencing those ordinary share ADSs.

 

Voting Rights

 

You may instruct the depositary to vote the number of deposited shares your ordinary share ADSs represent. The depositary will notify you of shareholders’ meetings and arrange to deliver our voting materials to you if we ask it to. Those materials will describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they much reach the depositary by a date set by the depositary.

 

Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares.

 

The depositary will try, as far as practical, subject to the laws of the United Kingdom and of our articles of association, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. If no instructions are received by the depositary from any owner with respect of any of the deposited securities represented by the ordinary share ADSs on or before the date established by the depositary for such purpose, the depositary shall deem the owner to have instructed the depositary to give a discretionary proxy to a person designated by RBSG with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. No such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which we inform the depositary (i) we do not wish such proxy given, (ii) substantial opposition exists or (iii) the matter would materially and adversely affects the rights of holders of the shares.

 

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible if they fail to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

 

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities (as defined in the ordinary share ADS deposit agreement), if we request the depositary to act, we will try to give the depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days in advance of the meeting date.

 

Payment of Taxes

 

You will be responsible for any taxes or other governmental charges payable on your ordinary share ADSs or on the deposited securities represented by any of your ordinary share ADSs. The depositary may refuse to register any transfer of your ordinary share ADSs or allow you to withdraw the deposited securities represented by your ordinary share ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ordinary share ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ordinary share ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

 

Reclassifications, Recapitalizations and Mergers

 

If we:

 

·                  change the nominal or par value of our shares

 

·                  reclassify, split up or consolidate any of the deposited securities

 

·                  distribute securities on the shares that are not distributed to you

 

·                  recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action

 

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then the cash, shares or other securities received by the depositary will become deposited securities. Each ordinary share ADS will automatically represent its equal share of the new deposited securities. The depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received. It may also deliver new ordinary share ADRs or ask you to surrender your outstanding ordinary share ADRs in exchange for new ordinary share ADRs identifying the new deposited securities.

 

Amendment and Termination

 

We may agree with the depositary to amend the ordinary share ADS deposit agreement and the ordinary share ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ordinary share ADS holders, it will not become effective for outstanding ordinary share ADSs until 30 days after the depositary notifies ordinary share ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ordinary share ADSs, to agree to the amendment and to be bound by the ordinary share ADRs and the ordinary share ADS deposit agreement as amended.

 

The depositary will terminate the ordinary share ADS deposit agreement at our direction by mailing notice of termination to the ordinary share ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the ordinary share ADS deposit agreement by mailing notice of termination to us and the ordinary share ADS holders then outstanding if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

 

After termination, the depositary and its agents will do the following under the ordinary share ADS deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver shares and other deposited securities upon cancellation of ordinary share ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the ordinary share ADS deposit agreement for the pro rata benefit of the ordinary share ADS holders that have not surrendered their ordinary share ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

 

Limitations on Obligations and Liability

 

The ordinary share ADS deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

 

·                  are only obligated to take the actions specifically set forth in the ordinary share ADS deposit agreement without negligence or bad faith;

 

·                  are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the ordinary share ADS deposit agreement;

 

·                  are not liable if we or it exercises discretion permitted under the ordinary share ADS deposit agreement;

 

·                  have no obligation to become involved in a lawsuit or other proceeding related to the ordinary share ADSs or the ordinary share ADS deposit agreement on your behalf or on behalf of any other person; and

 

·                  may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

 

In the ordinary share ADS deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

 

Requirements for Depositary Actions

 

Before the depositary will deliver or register a transfer of an ordinary share ADS, make a distribution on an ordinary share ADS, or permit withdrawal of shares, the depositary may require:

 

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·                  payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

 

·                  satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

 

·                  compliance with regulations it may establish, from time to time, consistent with the ordinary share ADS deposit agreement, including presentation of transfer documents.

 

The depositary may refuse to deliver ordinary share ADSs or register transfers of ordinary share ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

 

Your Right to Receive the Shares Underlying your Ordinary Share ADRs

 

You have the right to cancel your ordinary share ADSs and withdraw the underlying shares at any time except:

 

·                  When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

 

·                  When you owe money to pay fees, taxes and similar charges.

 

·                  When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ordinary share ADSs or to the withdrawal of shares or other deposited securities.

 

This right of withdrawal may not be limited by any other provision of the ordinary share ADS deposit agreement.

 

Pre-release of ordinary share ADSs

 

The ordinary share ADS deposit agreement permits the depositary to deliver ordinary share ADSs before deposit of the underlying shares. This is called a pre-release of the ordinary share ADSs. The depositary may also deliver shares upon cancellation of pre-released ordinary share ADSs (even if the ordinary share ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ordinary share ADSs instead of shares to close out a pre-release. The depositary may pre-release ordinary share ADSs only under the following conditions: (i) before or at the time of the pre-release, the person to whom the pre-release is being made represents and agrees to the depositary in writing that it or its customer (a) owns the shares or ordinary share ADSs to be deposited, (b) assigns all beneficial rights, title and interest in the shares or ordinary share ADSs, as the case may be, to the depositary in its capacity as such and for the benefit of the owners, and (c) will not take any action with respect to such shares or ordinary share ADSs, as the case may be, that is inconsistent with the transfer of beneficial ownership, other than in satisfaction of such pre-release; (ii) the pre-release is fully collateralized with cash, U.S. government securities or such other collateral that the depositary determines in good faith will provide substantially similar liquidity and security; (iii) the depositary must be able to close out the pre-release on not more than five business days’ notice; and (iv) the pre-release will be subject to further indemnities and credit regulations as the depositary deems appropriate. In addition, the depositary will limit the number of ordinary share ADSs that may be outstanding at any time as a result of pre-release, but the depositary may, with the prior written consent of RBSG, change such limit for purposes of general application. The depositary will also set dollar limits with respect to pre-release transactions on a case-by-case basis as the depositary sees appropriate.

 

Direct Registration System

 

In the ordinary share ADS deposit agreement, all parties to the ordinary share ADS deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ordinary share ADSs upon acceptance thereof to DRS by the DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ordinary share ADSs, which ownership shall be confirmed by periodic statements sent by the depositary to the ordinary share ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ordinary share ADS holder, to direct

 

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the depositary to register a transfer of those ordinary share ADSs to DTC or its nominee and to deliver those ordinary share ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ordinary share ADS holder to register such transfer.

 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the ordinary share ADS deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ordinary share ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ordinary share ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the ordinary share ADS deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the ordinary share ADS deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

 

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SERIES U DOLLAR PREFERENCE SHARES

 

Base Prospectus:

 

The following is a summary of the general terms of the dollar preference shares of any series, supplemented for each series by a prospectus supplement which will designate the terms of the dollar preference shares of the particular series. These terms may amend, supplement or be different from those summarized below, and if so the applicable prospectus supplement will state that, and the description of the dollar preference shares of that series contained in the prospectus supplement will apply. You should also read our Articles of Association, which we have filed with the SEC as Exhibit 1.1 to RBSG’s annual report on Form 20-F for the fiscal year ended December 31, 2019, incorporated by reference herein. You should also read the summary of the general terms of the ADR deposit agreement under which Dollar Preference Share American Depositary Receipts (“Dollar Preference Share ADRs”) evidencing American Depositary Shares (“Dollar Preference Share ADSs”) that may represent dollar preference were issued, under the heading “Dollar Preference Share American Depositary Shares” set out on page 27. This summary is qualified by the Base Prospectus of the Series U Dollar Preference Shares and the underlying Global Share Warrant representing Series U Category II Non-cumulative Dollar Preference Shares in bearer form, dated October 4, 2007.

 

General

 

Under our Articles of Association, our board of directors is authorized to provide for the issuance of dollar preference shares, in one or more series, with the dividend rights, liquidation value per share, redemption provisions, voting rights and other rights, preferences, privileges, limitations and restrictions that are set forth in resolutions providing for their issue adopted by our board of directors. Our board of directors may only provide for the issuance of dollar preference shares of any series if a resolution of our shareholders has authorized the allotment of shares.

 

The dollar preference shares of any series will have the dividend rights, rights upon liquidation, redemption provisions and voting rights described below, unless the relevant prospectus supplement provides otherwise. You should read the prospectus supplement for the specific terms of any series, including:

 

·                  the number of shares offered, the number of shares offered in the form of Dollar Preference Share ADSs and the number of dollar preference shares represented by each Dollar Preference Share ADS;

 

·                  the public offering price of the series;

 

·                  the liquidation value per share of that series;

 

·                  the dividend rate, or the method of calculating it;

 

·                  the place where we will pay dividends;

 

·                  the dates on which dividends will be payable;

 

·                  the circumstances under which dividends may not be payable;

 

·                  voting rights;

 

·                  the restrictions applicable to the sale and delivery of the dollar preference shares;

 

·                  whether and under what circumstances we will pay additional amounts on the dollar preference shares in the event of certain developments with respect to withholding tax or information reporting laws;

 

·                  any redemption, conversion or exchange provisions;

 

·                  any listing on a securities exchange; and

 

·                  any other rights, preferences, privileges, limitations and restrictions relating to the series.

 

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The prospectus supplement will also describe material U.S. and U.K. tax considerations that apply to any particular series of dollar preference shares.

 

The dollar preference shares of any series will rank junior as to dividends to any cumulative preference shares, equally as to dividends with any other non-cumulative preference shares, any exchange preference shares and any sterling preference shares, equally as to repayment of capital on a winding-up or liquidation with any other non-cumulative preference shares, any exchange preference shares, any sterling preference shares and any cumulative preference shares and, unless the resolutions of our board of directors establishing any series of dollar preference shares specify otherwise and the related prospectus supplement so states, will rank equally in all respects with the dollar preference shares of each other series and any other of our shares which are expressed to rank equally with them. The preferential rights to dividends of the holders of the cumulative preference shares are cumulative whereas the preferential rights to dividends of the holders of any series of dollar preference shares, any series of exchange preference shares, any euro preference shares, and any sterling preference shares will be or are non-cumulative. Holders of dollar preference shares will have no pre-emptive rights.

 

The dollar preference shares will rank in priority to our ordinary shares as regards the right to receive dividends and rights to repayment of capital if we are wound up or liquidated, whether or not voluntarily.

 

There are no restrictions under our Articles of Association or under Scots law as currently in effect that limit the right of non-resident or foreign owners, as such, to acquire dollar preference shares of any series freely or, when entitled to vote dollar preference shares of a particular series, to vote those dollar preference shares. There are currently no English or Scots laws, decrees, or regulations that would prevent the remittance of dividends or other payments on the dollar preference shares of any series to non-resident holders.

 

Dividends

 

Non-cumulative preferential dividends on each series of dollar preference shares will be payable at the rate or rates and on the dates set out in the relevant prospectus supplement and will accrue from their date of issue.

 

Pursuant to our Articles of Association, our board of directors may resolve prior to the issue and allotment of any series of dollar preference shares that full dividends on such series of dollar preference shares in respect of a particular dividend payment date will not be declared and paid if, (i) in its sole and absolute discretion, the board of directors resolves prior to the relevant dividend payment date that such dividend (or part thereof) shall not be paid or (ii) in the opinion of the board of directors, payment of a dividend would breach or cause a breach of the capital adequacy requirements of the PRA that apply at that time to us and/or any of our subsidiaries, or subject to the next following paragraph, our distributable profits, after the payment in full, or the setting aside of a sum to provide for the payment in full, of all dividends stated to be payable on or before the relevant dividend payment date on the cumulative preference shares (and any arrears of dividends thereon), are insufficient to cover the payment in full of dividends on that series of dollar preference shares and dividends on any of our other preference shares stated to be payable on the same date as the dividends on that series and ranking equally as to dividends with the dollar preference shares of that series. The U.K. Companies Act 2006 defines “distributable profits” as, in general terms, and subject to adjustment, accumulated realized profits less accumulated realized losses.

 

Unless the applicable prospectus supplement states otherwise, if dividends are to be paid but our distributable profits are, in the opinion of the board of directors, insufficient to enable payment in full of dividends on any series of dollar preference shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other non-cumulative preference shares and any of our other share capital expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any cumulative preference share, then the board of directors shall (subject always to sub-clauses (i) and (ii) of the preceding paragraph) declare and pay dividends to the extent of the available distributable profits, (if any) on a pro rata basis so that (subject as aforesaid) the amount of dividends declared per share on the dollar preference shares of the series and the dividends stated to be payable on such date on any other non-cumulative preference shares and any of our other share capital expressed to rank pari passu therewith as regards distribution of profits will bear to each other the same ratio that accrued dividends per share on the dollar preference shares of the series and other non-cumulative preference shares, and any of our other share capital expressed to rank pari passu therewith as regards participation in profits, bear to each other.

 

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Dividends on the cumulative preference shares, including any arrears, are payable in priority to any dividends on any series of dollar preference shares, and as a result, we may not pay any dividend on any series of dollar preference shares unless we have declared and paid in full dividends on the cumulative preference shares, including any arrears.

 

If we have not declared and paid in full the dividend stated to be payable on any series of dollar preference shares on the most recent dividend payment date, or if we have not set aside a sum to provide for payment in full, in either case for the reasons set out in sub-clause (ii) of the second paragraph of this section, we may not declare or pay any dividends upon any of our other share capital (other than the cumulative preference shares) and we may not set aside any sum to pay such dividends, unless, on the date of declaration, we set aside an amount equal to the dividend for the then-current dividend period payable on that series of dollar preference shares to provide for the payment in full of the dividend on that series of dollar preference shares on the next dividend payment date. If we have not declared and paid in full any dividend payable on any series of dollar preference shares on any dividend payment date, or if we have not set aside a sum to provide for payment in full, in either case for the reasons set out in sub-clause (ii) of the second paragraph of this section, we may not redeem, purchase or otherwise acquire for any consideration any of our other share capital and may not set aside any sum or establish any sinking fund to redeem, purchase or otherwise acquire them, until we have declared and paid in full dividends on that series of dollar preference shares in respect of successive dividend periods singly or together aggregating no less than 12 months.

 

To the extent that any dividend on any dollar preference share to which sub-clause (i) of the second paragraph of this section applies is, on any occasion, not declared and paid by reason of the exercise of the board of directors’ discretion referred to in sub-clause (i) of the second paragraph of this section, holders of such dollar preference shares shall have no claim in respect of such non-payment. In addition, such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other series of dollar preference shares or on any of our non-cumulative preference shares expressed to rank pari passu with our dollar preference shares, (b) the setting aside of sums for the payment of dividends referred to in (a), (c) except as set forth in the following paragraph, the redemption, purchase or other acquisition of our shares by us, or (d) except as set forth in the following paragraph, the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by us.

 

If we have not declared and paid in full the dividend stated to be payable on any series of dollar preference shares as a result of the board of directors’ discretion referred to in sub-clause (i) of the second paragraph of this section, then we may not redeem, purchase or otherwise acquire for any consideration any of our share capital ranking after such dollar preference shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition thereof, until such time as we have declared and paid in full dividends on such series of dollar preference shares in respect of successive dividend periods singly or together aggregating no less than 12 months. In addition, no dividend may be declared or paid on any of our share capital ranking after such dollar preference shares as to dividends until such time as the dividend stated to be payable on the dollar preference shares to which the discretion in sub-clause (i) of the second paragraph of this section applies in respect of a dividend period has been declared and paid in full.

 

No series of dollar preference shares rank after any other series of preference shares with which it is expressed to rank pari passu as regards participation in profits, by reason only of the board of directors’ discretion referred to in sub-clause (i) of the second paragraph of this section, or any dividend on that series not being paid by virtue of such discretion.

 

Dividends on the dollar preference shares of any series will be non-cumulative. If the board of directors does not pay a dividend or any part of a dividend when due on a dividend payment date in respect of any series of dollar preference shares because it is not required to do so, then holders of dollar preference shares of the applicable series will have no claim in respect of the non-payment and we will have no obligation to pay the dividend accrued for the dividend period or to pay any interest on the dividend, whether or not dividends on the dollar preference shares of the series are declared for any future dividend period. The holders of the dollar preference shares of any series will have no right to participate in our profits.

 

Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to us.

 

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We will calculate the amount of dividends payable on the dollar preference shares of any series for each dividend period using the method determined by the board of directors before the shares are issued, except for any dividend period shorter than a full dividend period, for which the amount of dividend payable will be calculated on the basis of twelve 30-day months, a 360-day year and the actual number of days elapsed in the period, unless the applicable prospectus supplement states otherwise. Payments of less than $0.01 will be rounded upwards.

 

Dividends declared on the dollar preference shares of any series will be payable to the Dollar Preference Share ADR depositary or the record holders as they appear on the register on the appropriate record dates, which will be the number of days before the relevant dividend payment dates that the board of directors determines before the allotment of the particular series. If applicable fiscal or other laws and regulations permit, each payment will be made, in the case of dollar preference shares of any series in bearer form, by dollar check drawn on, or by transfer to a dollar account maintained by the payee with, a bank in London or in The City of New York or, in the case of dollar preference shares of any series in registered form, by dollar check drawn on a bank in London or in The City of New York and mailed to the record holder at the holder’s address as it appears on the register for the dollar preference shares. If any date on which dividends are payable on the dollar preference shares of any series is not a business day, then we will pay the dividend on the next business day, without any interest or other payment in respect of the delay, unless it falls in the next calendar month, in which case we will make the payment on the preceding business day. A “business day” is any day on which banks are open for business, and foreign exchange dealings may be conducted, in London and The City of New York.

 

Liquidation Rights

 

If we are wound up or liquidated, whether or not voluntarily, the holders of the dollar preference shares of each series will be entitled to receive out of our surplus assets available for distribution to shareholders, after payment of arrears (if any) of dividends on the cumulative preference shares up to the date of payment, equally with our cumulative preference shares, any other series of non-cumulative preference shares then outstanding, and all of our other shares ranking equally with that series of dollar preference shares as regards participation in our surplus assets, a distribution in U.S. dollars per dollar preference share equal to the liquidation value per share, together with an amount equal to dividends for the then current dividend period accrued to the date of payment, before any distribution or payment may be made to holders of our ordinary shares or any other class of our shares ranking after the dollar preference shares of that series. If the assets available for distribution are insufficient to pay in full the amounts payable with respect to the dollar preference shares of that series and any of our other preference shares ranking equally as to any such distribution with those dollar preference shares, the holders of those dollar preference shares and other preference shares will share ratably in any distribution of our surplus assets in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidation distribution to which they are entitled, the holders of the dollar preference shares will have no right or claim to any of our surplus assets and will not be entitled to any further participation in surplus assets. If the holders of the dollar preference shares are entitled to any recovery with respect to the dollar preference shares in any winding-up or liquidation, they might not be entitled in such proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

Optional Redemption

 

Unless the relevant prospectus supplement specifies otherwise, we may redeem the dollar preference shares of each series, at our option, in whole or in part from time to time, on any date no earlier than five years and one day after they are issued, in accordance with the notice period and at the redemption prices set forth in the prospectus supplement plus the dividends otherwise payable for the then-current dividend period accrued to the redemption date.

 

Each notice of redemption will specify:

 

·                  the redemption date;

 

·                  the particular dollar preference shares of the series to be redeemed;

 

·                  the redemption price, specifying the amount of the accrued but unpaid dividend per share to be included and stating that dividends shall cease to accrue on redemption; and

 

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·                  the place or places where holders may surrender documents of title and obtain payment of the redemption price.

 

Our Articles of Association provide that no defect in the notice of redemption or in the giving of the notice will affect the validity of the redemption proceedings.

 

If fewer than all of the outstanding dollar preference shares of a series are to be redeemed, our Articles of Association provide that, for the purposes of determining the particular dollar preference shares to be redeemed, we shall cause a drawing to be made in the presence of our independent auditors.

 

If certain limitations contained in our Articles of Association, the special rights of any of our shares, and the provisions of applicable law permit (including, without limitation, the U.S. federal securities laws), we may, at any time or from time to time, purchase outstanding dollar preference shares of any series by tender in the open market, or by private agreement, in each case upon the terms and conditions that the board of directors shall determine. Any dollar preference shares of any series that we purchase for our own account will pursuant to applicable law be treated as cancelled and will no longer be issued and outstanding.

 

Under existing PRA requirements, we may not redeem or purchase any dollar preference shares unless we give prior notice to the PRA and, in certain circumstances, it (i) consents in advance and (ii) at the time when the notice of redemption is given and immediately following such redemption, we are or will be (as the case may be) in compliance with our capital adequacy requirements as provided in the regulations relating to capital adequacy then in effect of the PRA. The PRA may impose conditions on any redemption or purchase.

 

Voting Rights

 

The holders of the dollar preference shares of any series will not be entitled to receive notice of, attend or vote at any general meeting of our shareholders except as provided by applicable law or as described below.

 

If any resolution is proposed for adoption by our shareholders varying or abrogating any of the rights attaching to the dollar preference shares of a particular series or proposing that we be wound up, the holders of the outstanding dollar preference shares will be entitled to receive notice of and to attend the general meeting of shareholders at which the resolution is to be proposed and will be entitled to speak and vote on that resolution, but not on any other resolution. In addition, if, before any general meeting of shareholders, we have failed to pay in full the dividend payable on the dollar preference shares of a particular series for a number of dividend periods specified in the relevant prospectus supplement, the holders of the dollar preference shares of that series shall be entitled to receive notice of, attend, speak and vote at that meeting on all matters. In these circumstances only, the rights of the holders of dollar preference shares of that series to vote shall continue until we have resumed the payment in full of dividends on the dollar preference shares of that series for the number of dividend periods specified in the prospectus supplement. Holders of any series of dollar preference shares shall be entitled to receive notice of, attend, speak and vote at general meetings in other circumstances if the board of directors determines, as specified in the prospectus supplement.

 

Whenever holders of dollar preference shares are entitled to vote at a general meeting of shareholders, on a show of hands each holder present in person, and each proxy for a holder, shall have one vote and on a poll each holder present in person or by proxy shall have the number of votes for each dollar preference share of the relevant series that the board of directors determines, as specified in the relevant prospectus supplement.

 

Our Articles of Association provide that all resolutions shall be decided on a show of hands unless, either before or on the declaration of the result of the vote taken on a show of hands, a poll is demanded by:

 

·                  the chairman of the meeting;

 

·                  not less than three shareholders present in person or by proxy;

 

·                  the Dollar Preference Share ADR depositary;

 

·                  a shareholder or shareholders, including holders of any series of dollar preference shares entitled to vote on the resolution, present in person or by proxy who represent at least 10% of the total voting rights of all shareholders entitled to vote on the resolution; or

 

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·                  a shareholder or shareholders present in person or by proxy and holding shares conferring a right to vote at the meeting on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all shares conferring that right.

 

The holders, including holders of any series of dollar preference shares at a time when they have voting rights as a result of our having failed to pay dividends on the series for the number of dividend periods specified in the applicable prospectus supplement, of not less than 10% of the paid up capital that at the relevant date carries the right of voting at our general meetings are entitled to require our board of directors to convene a general meeting. In addition, the holders of any series of dollar preference shares may have the right to vote separately as a class in certain circumstances as described below under the heading “—Variation of Rights”.

 

At September 30, 2017, we had 11,905,477,461 ordinary shares outstanding. The dollar preference shares of any series will not limit our ability to issue additional ordinary shares.

 

Form

 

The dollar preference shares of any series will, when issued, be fully paid and, as such, will not be subject to a call for any additional payment. For each dollar preference share of each series issued, an amount equal to its nominal value will be credited to our issued share capital account and an amount equal to the difference between its issue price and its nominal value will be credited to our share premium account.

 

The dollar preference shares of each series will be represented by a single certificate. If in registered form, the certificate will be issued to the Dollar Preference Share ADR depositary and if in bearer form the certificate will be deposited with the Dollar Preference Share ADR depositary under the Dollar Preference Share ADR deposit agreement. We may consider the Dollar Preference Share ADR depositary to be the holder and absolute owner of any series of dollar preference shares represented by the certificate so deposited for all purposes. Unless the relevant prospectus supplement specifies otherwise, dollar preference shares of any series withdrawn from deposit under the Dollar Preference Share ADR deposit agreement will be evidenced by share certificates in registered form without dividend coupons. If a Dollar Preference Share ADR holder elects to receive share certificates in registered form, the share certificates will be delivered at the time of withdrawal. Unless the prospectus supplement specifies otherwise, the dollar preference shares of any series may not be withdrawn from deposit in bearer form.

 

Title to dollar preference shares of any series in registered form will pass by transfer and registration on the register for the dollar preference shares of the series. Title to dollar preference shares of any series in bearer form, or to any dividend coupons appertaining to them, will pass by delivery of the relevant bearer share warrants or dividend coupons. If our Articles of Association and the limitations described in the following paragraph and in any relevant prospectus supplement permit, dollar preference shares of a particular series in bearer form will be exchangeable for the same number of dollar preference shares of the series in registered form upon surrender of the relevant bearer share warrants and all unmatured dividend coupons, if any, appertaining to them. Unless the prospectus supplement specifies otherwise, dollar preference shares of any series in registered form will not be exchangeable, in whole or in part, for dollar preference shares of such series in bearer form.

 

Each exchange or registration of transfer of dollar preference shares of any series in registered form will be effected by entry on the register for the dollar preference shares of the series kept by our registrar at its office in the United Kingdom. Any exchange or registration of transfer will be effected without charge to the person requesting the exchange or registration, but the requesting person will be required to pay any related taxes, stamp duties or other governmental charges. The exchange of dollar preference shares of any series in bearer form for the dollar preference shares of such series in registered form will also be subject to applicable U.K. tax laws and regulations in effect at the time of the exchange. No exchange will be made unless any resulting taxes, stamp duties or other governmental charges have been paid to us.

 

Variation of Rights

 

If applicable law permits, the rights attached to any series of dollar preference shares may be varied or abrogated only with the written consent of the holders of 75% of the issued dollar preference shares of that series or with the sanction of a special resolution passed at a separate class meeting of the holders of the outstanding dollar preference shares of that series. A special resolution will be adopted if passed by a majority of 75% of those holders voting in person or by proxy at the meeting. The quorum required for any such class meeting will be two persons holding or representing by proxy at least one-third in nominal amount of the outstanding dollar preference shares of

 

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the particular series affected, except at any adjourned meeting, where any two holders present in person or by proxy will constitute a quorum.

 

The written consent of the holders of 75% of the issued dollar preference shares of a particular series or the sanction of a special resolution passed at a separate class meeting of holders of the outstanding dollar preference shares of the series will be required if our directors propose to authorize, create or increase the amount of any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in our profits or assets, other than if we redeem or purchase the shares, in priority to the series of dollar preference shares.

 

If we have paid the most recent dividend payable on the dollar preference shares of a particular series in full, the rights attached to that series will not be deemed to be varied by the creation or issue of any further series of dollar preference shares or of any sterling preference shares or of any other further shares ranking equally as regards participation in our profits or assets with or junior to the dollar preference shares of that series, whether carrying identical rights or different rights in any respect, including as to dividend, premium on a return of capital, redemption or conversion or denominated in dollars or any other currency.

 

Notices of Meetings

 

We will cause a notice of any meeting at which holders of dollar preference shares of a particular series are entitled to vote to be mailed to each record holder of dollar preference shares of that series. Each such notice will state:

 

·                  the date of the meeting;

 

·                  a description of any resolution to be proposed for adoption at the meeting on which those holders are entitled to vote; and

 

·                  instructions for the delivery of proxies.

 

A holder of dollar preference shares of any series in registered form who is not registered with an address in the United Kingdom and who has not supplied an address within the United Kingdom to us for the purpose of service of notices is not entitled to receive notices of meetings. For a description of notices that we will give to the Dollar Preference Share ADR depositary and that the Dollar Preference Share ADR depositary will give to Dollar Preference Share ADR holders, you should see “Where You Can Find More Information”.

 

Governing Law

 

The creation and issuance of the dollar preference shares of any series and the rights attached to them shall be governed by and construed in accordance with Scots law.

 

Registrar and Paying Agent

 

The relevant prospectus supplement will specify who will act as registrar and paying agent for the dollar preference shares of each series.

 

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Prospectus Supplement:

 

The following summary of certain terms and provisions of the Series U preference shares supplements the description of certain terms and provisions of the Dollar Preference Shares of any series set forth in the accompanying prospectus under the heading “Description of Dollar Preference Shares”. The summary of the terms and provisions of the Series U preference shares set forth below and in the accompanying prospectus does not purport to be complete and is subject to, and qualified in its entirety by reference to, our memorandum and articles of association and the resolutions adopted by our board of directors establishing the rights, preferences, privileges, limitations and restrictions relating to the Series U preference shares. If this prospectus supplement sets forth any term or condition that is inconsistent with the description contained in the accompanying prospectus, the description of the terms contained in this prospectus supplement will replace the description contained in the accompanying prospectus. This summary is qualified by the Prospectus Supplement of the Series U Dollar Preference Shares and the underlying Global Share Warrant representing Series U Category II Non-cumulative Dollar Preference Shares in bearer form, dated October 4, 2007.

 

General

 

The Series U preference shares constitute a separate series of our Category II non-cumulative dollar preference shares. The Series U preference shares will be in bearer form represented by a single certificate and will be represented by ADSs evidenced by ADRs. The certificate in bearer form will be deposited with the ADR depositary under the ADR deposit agreement. A summary of certain terms and provisions of the ADR deposit agreement pursuant to which ADRs evidencing the Series U ADSs are issuable is set forth in the accompanying prospectus under the heading “Description of American Depositary Receipts”.

 

As of the date of this prospectus supplement, our issued and outstanding non-cumulative preference shares, which rank equally with the Series U preference shares as to any distribution of our surplus assets in the event that we are wound up or liquidated, have a U.S. dollar-equivalent aggregate liquidation preference of approximately $12.6 billion, excluding the Series 1 non-cumulative sterling preference shares, and the Series 3 non-cumulative euro preference shares, which we expect to issue on or about October 4, 2007, details of which are included under “Capitalization of the Group”.

 

Dividends

 

Non-cumulative preferential dividends on the Series U preference shares will accrue at a rate of 7.640% per annum on the liquidation preference of $100,000 per Series U preference share from (and including) the issue date to (but excluding) September 29, 2017 (the “first redemption date”). The dividend on each Series U preference share will therefore amount to $3,820 per Series U preference share semi-annually during this period, except that the dividend in respect of the period from (and including) the issue date to (but excluding) the first semi-annual dividend payment date (as defined below) will amount to $3,735 per Series U preference share. References to a “dividend period” herein shall be to each period beginning on (and including) a dividend payment date (or, in the case of the first such period, the issue date) to (but excluding) the next following dividend payment date.

 

From (and including) the first redemption date (to the extent that the Series U preference shares are not redeemed on the first redemption date), non-cumulative preferential dividends will accrue on the preference shares at a variable rate per annum, reset quarterly, of 2.32% per annum plus Three-Month LIBOR.

 

“Three Month LIBOR” means the three month London interbank offered rate (expressed as a percentage per annum) for deposits in U.S. dollars which appears on the LIBOR Page as of 11:00 a.m., London time, on the second business day in London prior to the first day of the relevant dividend period or, in the case of the first such dividend period, if such first day is not a business day, on the second business day in London prior to the business day immediately preceding such first day; provided that, if, at such time, no such rate appears or the LIBOR Page is unavailable, it shall mean the rate calculated by The Bank of New York as calculation agent (the “calculation agent”) as the arithmetic mean of at least two offered quotations obtained by the calculation agent after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the calculation agent with its offered quotation for deposits for three months in U.S. dollars commencing on the first day of the relevant dividend period to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the second business day in London prior to the first day of the relevant dividend period and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided further that

 

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if fewer than two such offered quotations are provided as requested, it shall mean the rate calculated by the calculation agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York time, on the second business day in New York prior to the first day of the relevant dividend period, by three major banks in New York selected by the calculation agent for loans for three months in U.S. dollars to leading European banks and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided however that if the banks selected by the calculation agent are not quoting as mentioned above, it shall mean the then-existing three month U.S. dollar LIBOR in effect for such prior dividend period. “LIBOR Page” means the rate displayed on Reuters Screen page “LIBOR01” (or any other page as may replace such page on such service or any successor service for the purpose of displaying the London interbank offered rates of major banks for U.S. dollar deposits).

 

The calculation agent will, as soon as practicable after the determination date in relation to each dividend period, calculate the dividends payable in respect of each Series U preference share for such dividend period. From (and including) the first redemption date, the calculation agent shall apply the applicable dividend rate for such dividend period to the liquidation preference of such Series U preference share, multiply the product by the actual number of days from (and including) the date on which the dividend begins to accrue during the relevant dividend period to (but excluding) the date on which the dividend actually falls due divided by 360 (the “floating day count fraction”) and round the resulting figure to the nearest U.S. dollar cent (half a U.S. dollar cent being rounded upwards). The calculation agent will cause the rate, the dividend payable in respect of each Series U preference share for such dividend period and the relevant quarterly dividend payment date to be notified to each holder of Series U preference shares as soon as possible after their determination.

 

Subject to the limitations described below, these dividends will be payable out of our distributable profits in U.S. dollars semi-annually in arrears on, and to the holders of record 15 days prior to, March 31 and September 30 of each year (each, a “semi-annual dividend payment date”), commencing on March 31, 2008 and ending on the first redemption date in accordance with the Following Business Day Convention. “Following Business Day Convention” means if a dividend payment date falls on a day which is not a business day, such dividend payment date shall be postponed to the next day which is a business day. After the first redemption date, subject to the limitations described below, we will pay dividends out of our distributable profits in U.S. dollars quarterly in arrears on, and to the holders of record 15 days prior to, March 31, June 30, September 30 and December 31 of each year (each a “quarterly dividend payment date” and, together with each semi-annual dividend payment date, each a “dividend payment date”) in accordance with the Modified Following Business Day Convention. “Modified Following Business Day Convention” means if a dividend payment date falls on a day which is not a business day, such dividend payment date shall be postponed to the next day which is a business day unless it would fall into the next calendar month in which event such payment date shall be brought forward to the immediately preceding day which is a business day.

 

We will pay dividends on the Series U preference shares as and if declared by the board of directors as described below and in the accompanying prospectus under the heading “Description of Dollar Preference Shares — Dividends”. Dividends on the Series U preference shares in respect of a particular dividend payment date will not be declared and paid if (i) in its sole and absolute discretion, our board of directors resolves prior to the relevant dividend payment date that such dividend (or part thereof) shall not be declared and paid or (ii) in the opinion of the board of directors, payment of a dividend would breach or cause a breach of the capital adequacy requirements, regulations, guidelines or policies of the U.K. Financial Services Authority (or any person or body to whom its banking supervision functions are transferred) that apply at that time to us and/or any of our subsidiaries, or, subject to the next following paragraph, our distributable profits, after the payment in full, or the setting aside of a sum to provide for the payment in full, of all dividends stated to be payable on or before the relevant dividend payment date on the 400,000 51/2 percent cumulative preference shares of £1 each in our capital and the 500,000 11 percent cumulative preference shares of £1 each in our capital (together, the “cumulative preference shares”) (and any arrears of dividends thereon), are insufficient to cover the payment in full of dividends on the Series U preference shares and dividends on any of our other shares stated to be payable on the same date as the dividends on the Series U preference shares and ranking equally as to dividends with the Series U preference shares. The U.K. Companies Act 1985, as amended (the “Companies Act”) defines “distributable profits” as, in general terms, and subject to adjustment, accumulated realized profits less accumulated realized losses.

 

If dividends are to be paid but our distributable profits are, in the opinion of the board of directors, insufficient to enable payment in full of dividends on any series of dollar preference shares on any dividend payment date and also

 

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the payment in full of all other dividends stated to be payable on such date on any other non-cumulative preference shares and any other share capital expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any cumulative preference share, then the board of directors shall (subject always to sub-clauses (i) and (ii) of the preceding paragraph) declare and pay dividends to the extent of the available distributable profits (if any) on a pro rata basis so that (subject as aforesaid) the amount of dividends declared per share on the Series U preference shares and the dividends stated to be payable on such date on any other non-cumulative preference shares and any other share capital expressed to rank pari passu therewith as regards distribution of profits will bear to each other the same ratio that accrued dividends per share on the Series U preference shares and other non-cumulative preference shares, and any other share capital expressed to rank pari passu therewith as regards participation in profits, bear to each other.

 

The amount of dividends payable for any period shorter than a full dividend period prior to the first redemption date will be calculated on the basis of 12 30-day months, a 360-day year and the actual number of days elapsed in the period. The amount of dividends payable for any period shorter than a full dividend period after the first redemption date will be calculated on the basis of the actual number of days elapsed in such period and a 360-day year. Payments of less than $0.01 will be rounded upwards.

 

If any dividend otherwise payable on any dividend payment date is not declared and/or paid in full by reason of any of the matters referred to in the sixth paragraph of this section, we will notify the holders of the Series U preference shares thereof as soon as reasonably practicable after the date of the resolution referred to in sub-paragraph (i) of the sixth paragraph of this section or, in the case of sub-clause (ii) thereof, after the opinion referred to therein has been formed. Each such notification shall specify the reasons why the relevant dividend has not been declared and/or paid in full.

 

Dividends on our currently outstanding cumulative preference shares, including any arrears, are payable in priority to any dividends on the Series U preference shares, and as a result, we may not pay any dividend on the Series U preference shares unless we have declared and paid in full dividends on such currently outstanding cumulative preference shares, including any arrears.

 

To the extent that any dividend on the Series U preference shares is, on any occasion, not declared and paid in full by reason of the exercise of the board of directors’ discretion referred to in sub-clause (i) of the sixth paragraph of this section, holders of Series U preference shares or Series U ADSs shall have no claim in respect of such non-payment.

 

If we have not declared and paid in full the dividend stated to be payable on the Series U preference shares on the most recent dividend payment date for any of the reasons referred to in the sixth paragraph of this section, and we have not set aside a sum to provide for payment in full of such dividend, then we may not (A) declare or pay dividends or other distributions upon any Parity Securities (other than, in the case of non-payment by reason of the resolution referred to in sub-clause (i) of the sixth paragraph of this section, any Mandatory Securities) or Junior Securities, and we may not set aside any sum for the payment of these dividends or distributions, unless, on the date of declaration of any such dividends or distributions, we set aside an amount equal to the dividend for the then-current dividend period payable on the Series U preferences shares to provide for the payment in full of such dividend on the Series U preferences shares on the next dividend payment date; or (B) redeem, purchase or otherwise acquire for any consideration any of our Parity Securities or Junior Securities, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition of such Parity Securities or Junior Securities, until such time as dividends on the Series U preference shares in respect of successive dividend periods together aggregating no less than 12 months shall thereafter have been declared and paid in full. “Junior Securities” means the ordinary shares and any other securities issued by us or any of our subsidiaries ranking or expressed to rank junior to the Series U preferences shares either issued directly by us or, where issued by any of our subsidiaries, where the terms of the securities benefit from a guarantee or support agreement entered into by us which ranks or is expressed to rank junior to the Series U preferences shares; “Parity Securities” means (i) the most senior ranking class or classes of non-cumulative preference shares in our capital from time to time and (ii) any other securities issued by us or any of our subsidiaries ranking or expressed to rank pari passu with the Series U preference shares either issued directly by us or, where issued by one of our subsidiaries, where the terms of the securities benefit from a guarantee or support agreement entered into by us which ranks or is expressed to rank pari passu with the Series U preference shares and which in the case of (i) and (ii) above comply with the then current

 

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requirements of the U.K. Financial Services Authority in relation to Tier 1 Capital or are otherwise treated by the U.K. Financial Services Authority as Tier 1 Capital; “Mandatory Securities” means any Parity Securities the terms of which do not provide for our board of directors to be able to elect not to pay any dividend or other distribution in cash at its discretion; “Tier 1 Capital” has the meaning given to it by the U.K. Financial Services Authority from time to time.

 

The Series U preference shares shall not rank after any other series of preference shares with which they are expressed to rank pari passu as regards participation in profits, by reason only of the board of directors’ discretion referred to in sub-clause (i) of the sixth paragraph of this section, or any dividend on the Series U preference shares not being paid by virtue of such discretion.

 

Dividends on the Series U preference shares will be non-cumulative. If the board of directors does not pay a dividend or any part thereof payable on a dividend payment date in respect of the Series U preference shares for any of the reasons set out in the sixth paragraph of this section, then holders of Series U preference shares or Series U ADSs will have no claim in respect of such non-payment and we will have no obligation to pay the dividend accrued for the dividend period or to pay any interest on the dividend, whether or not dividends on the Series U preference shares are declared for any future dividend period. Except for the payment of dividends as set forth in this section, the holders of the Series U preference shares will have no right to participate in our profits.

 

Rights upon Liquidation

 

If we are wound up or liquidated, whether or not voluntarily, the holders of the Series U preference shares will be entitled to receive in U.S. dollars out of our surplus assets available for distribution to shareholders, after payment of arrears (if any) of dividends on the cumulative preference shares, as described in the accompanying prospectus, up to the date of payment, equally with the cumulative preference shares and all of our other shares ranking equally with the Series U preference shares as regards participation in our surplus assets, a distribution of $100,000 per Series U preference share, together with an amount equal to dividends for the then-current dividend period (accrued to but excluding the date of payment), before any distribution or payment may be made to holders of our ordinary shares or any other class of our shares ranking after the Series U preference shares. See “Description of Dollar Preference Shares — Liquidation Rights” in the accompanying prospectus. If the holders of the Series U preference shares are entitled to any recovery with respect to the Series U preference shares in any winding-up or liquidation, they might not be entitled in such proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling.

 

Optional Redemption

 

We may redeem the Series U preference shares, at our option, in whole (but not in part) on the first redemption date, or any quarterly dividend payment date falling on or around any tenth anniversary thereafter, upon not less than 30 nor more than 60 days’ written notice, at a redemption price of $100,000 per Series U preference share plus the dividends otherwise payable for the then-current dividend period accrued to but excluding the redemption date.

 

We may also redeem the Series U preference shares in whole (but not in part) at any time during the period from, and including, December 31, 2012 to, but excluding, the first redemption date and thereafter on any quarterly dividend payment date at a redemption price of $100,000 per Series U preference share together with dividends accrued for the then-current dividend period if a capital disqualification event shall be deemed to have occurred. A “capital disqualification event” shall be deemed to have occurred if the U.K. Financial Services Authority has confirmed to us that the Series U preference shares are no longer of the type eligible for inclusion in our Tier 1 Capital on a solo and/or consolidated basis. If we redeem the Series U preference shares, we will give you at least 30 days’ (but no more than 60 days’) prior written notice.

 

Under existing U.K. Financial Services Authority requirements, we may not redeem or purchase any Series U preference shares unless we give prior notice to the U.K. Financial Services Authority and, in certain circumstances, it (i) consents in advance and (ii) at the time when the notice of redemption is given and immediately following such redemption, we are or will be (as the case may be) in compliance with our capital adequacy requirements as provided in the regulations relating to capital adequacy then in effect of the U.K. Financial Services Authority. The U.K. Financial Services Authority may impose conditions on any redemption or purchase.

 

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See “Certain U.S. Federal and U.K. Tax Consequences — Taxation of Dividends” for a discussion of the tax consequences to a U.S. holder of the receipt of amounts equal to accrued dividends in conjunction with any redemption of any Series U preference shares and “Certain U.S. Federal and U.K. Tax Consequences — Taxation of Capital Gains” for a discussion of the tax consequences to a U.S. holder of a redemption.

 

If certain limitations contained in our Articles of Association, the special rights of any of our shares, and the provisions of applicable law permit (including, without limitation, the U.S. federal securities laws), we may, at any time or from time to time, purchase outstanding Series U preference shares by tender, available to all holders of the Series U preference shares, in the open market, or by private agreement, in each case upon the terms and conditions that the board of directors shall determine. Any Series U preference shares that we purchase for our own account will, pursuant to applicable law, be treated as cancelled and will no longer be issued and outstanding.

 

Substitution

 

Subject to our Articles of Association, the provisions of the Companies Act and all other laws and regulations applying to us and to the prior consent of the U.K. Financial Services Authority (if required), in each case subject also to any condition the U.K. Financial Services Authority may impose on the redemption or substitution, we may substitute the Series U preference shares in whole, but not in part, with Qualifying Non-Innovative Tier 1 Securities, at any time (the “substitution date”) without any requirement for consent or approval of the holders of the Series U preference shares, provided that the substitution date shall not occur prior to December 31, 2012. Not less than 30 days nor more than 60 days written notice of any such substitution shall be given to the holders of the Series U preference shares.

 

For the purposes of effecting any such substitution, we shall redeem the Series U preference shares in whole (but not in part) on the substitution date and shall mandatorily apply the proceeds thereof to the purchase of Qualifying Non-Innovative Tier 1 Securities issued on such substitution date in an amount at least equal to the total number of the Series U preference shares multiplied by $100,000 (in each case, without the need for any further action on the part of the holders of the Series U preference shares). We will pay any costs and expenses associated with such substitution and the issuance of the Qualifying Non-Innovative Tier 1 Securities, including, without limitation, the fees and expenses of the ADR depositary, trustee or other third-party involved in the issuance thereof and any fees and expenses relating to the registration and exchange listing of the Qualifying Non-Innovative Tier 1 Securities. The Qualifying Non-Innovative Tier 1 Securities will be exempt from state “blue sky” or state securities laws. We will also pay any stamp duty reserve taxes, capital duties, stamp duties or similar taxes payable in the United Kingdom arising on the allotment and issue of the Qualifying Non-Innovative Tier 1 Securities, including (if applicable) their deposit with the ADR depositary under the ADR deposit agreement. We will not be obliged to pay, and each holder of the Series U preference shares must pay, (i) any other taxes, stamp duty reserve taxes and capital, stamp, issue and registration duties arising in connection with the relevant substitution and (ii) all, if any, taxes arising by reference to any disposal or deemed disposal of a Series U preference share in connection with the relevant substitution. To the extent that under applicable law and HM Revenue & Customs practice transfers of the ADRs representing the Series U preference shares are able to be effected between holders thereof free of any stamp duty, stamp duty reserve tax or similar taxes arising on such transfer immediately prior to the substitution date, we will procure that transfers of the Qualifying Non-Innovative Tier 1 Securities (or ADRs representing such securities) shall also be able to be effected between holders thereof free of any such taxes immediately following such date.

 

Prior to the publication of any notice of substitution pursuant to the foregoing provisions, we shall first deliver to The Bank of New York as ADR depositary (i) a certificate, signed by two duly authorized officers of ours, certifying that the securities to be offered in substitution for the Series U preference shares are Qualifying Non-Innovative Tier 1 Securities and such substitution is in accordance with the terms of the ADR deposit agreement and (ii) any opinion required under the terms of the ADR deposit agreement.

 

“Qualifying Non-Innovative Tier 1 Securities” means securities, whether debt, limited partnership interests, equity or otherwise, issued directly or indirectly by us, that comply with the following:

 

(1)          such securities will have the same material terms as the terms of the Series U preference shares, including without limitation a first redemption date (or as such term may otherwise be defined in the terms thereof) which falls on the same day as the first redemption date in respect of the Series U preference shares, except that such securities will be permitted (but not required) to include the ability to be redeemed in the circumstances and on the basis (including, but without limitation, relating to tax and capital adequacy) substantially similar to the circumstances in which, and the basis on which, securities

 

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issued by companies then regulated by the U.K. Financial Services Authority and comprising tax-deductible Innovative Tier 1 Capital may then be redeemed;

                                                            

(2)          to the extent that (i) such securities are equity securities and (ii) dividends on the Series U preference shares are eligible to be treated as “qualified dividend income” under Section 1(h)(11) of the Internal Revenue Code of 1986, as amended (or any successor legislation) by a particular holder immediately prior to the substitution date, dividends paid to such holder with respect to the securities will also be so eligible;

                           

(3)          such securities will comply with the then current requirements of the U.K. Financial Services Authority in relation to Non-Innovative Tier 1 Capital;

                           

(4)          such securities will preserve any existing rights under the Series U preference shares to any accrued dividend which has not been paid in respect of the period from (and including) the dividend payment date last preceding the substitution date to (but excluding) the substitution date; and

                           

(5)          at the time of issue, payments made by us in respect of such securities can be made free from any withholding tax imposed by any taxing or other authority (whether within or outside the United Kingdom) competent to impose, administer or collect any such tax.

 

Notwithstanding anything to the contrary set forth above, the Qualifying Non-Innovative Tier 1 Securities may be issued with terms more favorable to the holders thereof than the terms of the Series U preference shares.

 

“Tier 1 Capital” and “Innovative Tier 1 Capital” have the respective meanings given to them by the U.K. Financial Services Authority from time to time. “Non-Innovative Tier 1 Capital” means Tier 1 Capital which does not comprise Innovative Tier 1 Capital.

 

U.S. Federal Income Tax Consequences of a Substitution

 

If we substitute the Series U preference shares or Series U ADSs with Qualifying Non-Innovative Tier 1 Securities, the United States federal income tax consequences of such substitution are uncertain because such consequences will depend on all of the terms and conditions of such Qualifying Non-Innovative Tier 1 Securities. In general, such substitution will likely be a taxable exchange for United States federal income tax purposes, unless a specific exception applies. In the event that such a substitution does constitute a taxable exchange, a U.S. Holder (as defined in this Prospectus Supplement under “Certain U.S. Federal and U.K. Tax Consequences”) would generally recognize taxable gain or loss in an amount equal to the difference between such U.S. Holder’s adjusted tax basis in such Series U preference shares or Series U ADSs surrendered and the fair market value of the Qualifying Non-Innovative Tier 1 Securities received in the substitution. Any gain or loss recognized would be characterized as capital gain or loss, and would be long-term capital gain or loss if a U.S. Holder has a holding period in the Series U preference shares or Series U ADSs of more than one year and the Series U preference shares or Series U ADSs were capital assets in the hands of such U.S. Holders for United States federal income tax purposes. The result of this treatment is that U.S. Holders will likely have to include amounts in taxable income in respect of a substitution and pay tax thereon, even though no cash will actually be distributed to holders pursuant to such a substitution. A U.S. Holder would generally have a tax basis in the Qualifying Non-Innovative Tier 1 Securities equal to their fair market value on the date received; however, it is not possible to describe the United States federal income tax consequences to holders of receiving, holding or disposing of Qualifying Non-Innovative Tier 1 Securities until the terms and conditions of such securities are established. Prospective holders should consult with their own tax advisor about the potential tax consequences to them of a substitution and of receiving, holding, and disposing of Qualifying Non-Innovative Tier 1 Securities.

 

Voting Rights

 

The holders of the Series U preference shares will not be entitled to receive notice of, attend or vote at any general meeting of our shareholders except as provided by applicable law or as described below.

 

If any resolution is proposed for adoption by our shareholders varying or abrogating any of the rights attaching to the Series U preference shares or proposing that we be wound up, the holders of the outstanding Series U preference shares will be entitled to receive notice of and to attend the general meeting of shareholders at which the resolution is to be proposed and will be entitled to speak and vote on such resolution, but not on any other resolution.

 

In addition, if, before any general meeting of shareholders, we have failed to pay in full the dividend payable on the Series U preference shares for the most recent dividend period, the holders of the Series U preference shares shall be

 

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entitled to receive notice of, attend, speak and vote at such meeting on all matters. In these circumstances only, the rights of the holders of Series U preference shares shall continue until we have resumed the payment in full of dividends on the Series U preference shares in respect of successive dividend periods singly or together aggregating no less than 12 months. See also “Description of Dollar Preference Shares — Voting Rights” in the accompanying prospectus.

 

Whenever entitled to vote at a general meeting of shareholders, on a show of hands, each holder of Series U preference shares present in person shall have one vote and on a poll each holder of Series U preference shares present in person or by proxy will be entitled to one vote for each Series U preference share held (subject to adjustment to reflect any capitalization issue, consolidations, sub-divisions or any other re-classification of our ordinary shares as a result of any distribution to the holders of ordinary shares of our assets and certain issues of ordinary shares or of rights or options to subscribe for ordinary shares at a market discount (subject to certain exceptions)).

 

The holders, including holders of Series U preference shares at a time when they have voting rights as a result of our having failed to pay dividends as described above, of not less than 10% of our paid up capital that at the relevant date carries the right to vote at our general meetings, are entitled to require the board of directors to convene an extraordinary general meeting. In addition, the holders of Series U preference shares may have the right to vote separately as a class in certain circumstances as described in the accompanying prospectus under the heading “Description of Dollar Preference Shares — Variation of Rights”.

 

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DOLLAR PREFERENCE SHARE AMERICAN DEPOSITARY SHARES

 

The following is a summary of the general terms and provisions of the Dollar Preference Share ADR deposit agreement under which the Dollar Preference Share ADRs were issued. The Dollar Preference Share ADR deposit agreement is among us, The Bank of New York Mellon, as depositary, and all holders from time to time of Dollar Preference Share ADRs issued under it. This summary does not purport to be complete. You should read the Dollar Preference Share ADR deposit agreement, which we have filed with the SEC as Exhibit 2.1 to to RBSG’s annual report on Form 20-F for the fiscal year ended December 31, 2019, incorporated by reference herein.

 

American Depositary Receipts

 

Dollar Preference Share ADRs will evidence American depositary shares (“Dollar Preference Share ADSs”) of a particular series, which will represent dollar preference shares of a corresponding series. Unless the relevant prospectus supplement specifies otherwise, each Dollar Preference Share ADS will represent one dollar preference share, or evidence of rights to secure one dollar preference share, deposited with the Dollar Preference Share ADR depositary or the London branch of The Bank of New York Mellon, as custodian. A Dollar Preference Share ADR may evidence any number of Dollar Preference Share ADSs of the corresponding series.

 

Deposit and Withdrawal of Deposited Securities

 

Upon receipt of dollar preference shares of a particular series or evidence of rights to receive dollar preference shares, and subject to the terms of the Dollar Preference Share ADR deposit agreement, the Dollar Preference Share ADR depositary will execute and deliver at its principal office, which is presently located at 101 Barclay Street, New York, New York 10286, U.S.A., to the person or persons specified by the depositor in writing upon payment of the fees, charges and taxes provided in the Dollar Preference Share ADR deposit agreement, a Dollar Preference Share ADR or Dollar Preference Share ADRs registered in the name of that person or persons evidencing the number of Dollar Preference Share ADSs of the series corresponding to the dollar preference shares of that series.

 

Upon surrender of Dollar Preference Share ADRs at the principal office of the Dollar Preference Share ADR depositary and upon payment of the taxes, charges and fees provided in the Dollar Preference Share ADR deposit agreement and subject to the terms of the Dollar Preference Share ADR deposit agreement, a Dollar Preference Share ADR holder is entitled to delivery to or upon its order, at the principal office of the Dollar Preference Share ADR depositary or at the office of the custodian in London, of dollar preference shares of the relevant series in registered form in respect of the deposited dollar preference shares and any other documents of title evidenced by the surrendered Dollar Preference Share ADRs. The forwarding of share certificates and other documents of title for delivery at the principal office of the Dollar Preference Share ADR depositary will be at the risk and expense of the Dollar Preference Share ADR holder.

 

Dividends and Other Distributions

 

The Dollar Preference Share ADR depositary will distribute all cash dividends or other cash distributions that it receives in respect of deposited dollar preference shares of a particular series to Dollar Preference Share ADR holders in proportion to their holdings of Dollar Preference Share ADSs of the series representing the dollar preference shares. The cash amount distributed will be reduced by any amounts that we or the Dollar Preference Share ADR depositary must withhold on account of taxes.

 

If we make any distribution other than in cash in respect of any deposited dollar preference shares of a particular series, the Dollar Preference Share ADR depositary will distribute the property received by it to Dollar Preference Share ADR holders in proportion to their holdings of Dollar Preference Share ADSs of the series representing the dollar preference shares. If a distribution that we make in respect of deposited dollar preference shares of a particular series consists of a dividend in, or free distribution of, dollar preference shares of that series, the Dollar Preference Share ADR depositary may, if we approve, and will, if we request, distribute to Dollar Preference Share ADR holders, in proportion to their holdings of Dollar Preference Share ADSs of the series representing the dollar preference shares, additional Dollar Preference Share ADRs for an aggregate number of Dollar Preference Share ADSs of that series received as the dividend or free distribution. If the Dollar Preference Share ADR depositary does not distribute additional Dollar Preference Share ADRs, each Dollar Preference Share ADS of that series will from then also represent the additional dollar preference shares of the corresponding series distributed in respect of the deposited dollar preference shares before the dividend or free distribution.

 

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If the Dollar Preference Share ADR depositary determines that any distribution in property, other than cash or dollar preference shares of a particular series, cannot be made proportionately among Dollar Preference Share ADR holders or if for any other reason, including any requirement that we or the Dollar Preference Share ADR depositary withhold an amount on account of taxes, the Dollar Preference Share ADR depositary deems that such a distribution is not feasible, the Dollar Preference Share ADR depositary may dispose of all or a portion of the property in the amounts and in the manner, including by public or private sale, that it deems equitable and practicable, and it will distribute the net proceeds of any such sale or the balance of any such property after deduction of any taxes that we or the Dollar Preference Share ADR depositary must withhold to Dollar Preference Share ADR holders as in the case of a distribution received in cash.

 

Redemption of Dollar Preference Share ADSs

 

If we redeem any dollar preference shares of a particular series, the Dollar Preference Share ADR depositary will redeem, from the amounts that it receives from the redemption of deposited dollar preference shares, a number of Dollar Preference Share ADSs of the series representing those dollar preference shares which corresponds to the number of deposited dollar preference shares. The Dollar Preference Share ADS redemption price will correspond to the redemption price per share payable with respect to the redeemed dollar preference shares. If we redeem less than all of the outstanding dollar preference shares of a particular series, the Dollar Preference Share ADR depositary will select the Dollar Preference Share ADSs of the corresponding series to be redeemed, either by lot or in proportion to the number of dollar preference shares represented. We must give our notice of redemption in respect of the dollar preference shares of a particular series to the Dollar Preference Share ADR depositary before the redemption date and the Dollar Preference Share ADR depositary will promptly deliver the notice to all holders of Dollar Preference Share ADRs of the corresponding series.

 

Record Dates

 

Whenever any dividend or other distribution becomes payable or shall be made in respect of dollar preference shares of a particular series, or any dollar preference shares of a particular series are to be redeemed, or the Dollar Preference Share ADR depositary receives notice of any meeting at which holders of dollar preference shares of a particular series are entitled to vote, the Dollar Preference Share ADR depositary will fix a record date for the determination of the Dollar Preference Share ADR holders who are entitled to receive the dividend, distribution, amount in respect of redemption of Dollar Preference Share ADSs of the corresponding series, or the net proceeds of their sale, or to give instructions for the exercise of voting rights at the meeting, subject to the provisions of the Dollar Preference Share ADR deposit agreement. Such record date will be as close in time as practicable to the record date for the dollar preference shares.

 

Voting of the Underlying Deposited Securities

 

Upon receipt of notice of any meeting at which holders of dollar preference shares of a particular series are entitled to vote, the Dollar Preference Share ADR depositary will, as soon as practicable thereafter, send to the record holders of Dollar Preference Share ADRs of the corresponding series a notice which shall contain:

 

·                  summary of the notice of meeting;

 

·                  a statement that the record holders of Dollar Preference Share ADRs at the close of business on a specified record date are entitled under the Dollar Preference Share ADR deposit agreement, if applicable laws and regulations and our Articles of Association permit, to instruct the Dollar Preference Share ADR depositary as to the exercise of the voting rights pertaining to the dollar preference shares of the series represented by their Dollar Preference Share ADSs; and

 

·                  a brief statement of how they may give instructions, including an express indication that they may instruct the Dollar Preference Share ADR depositary to give a discretionary proxy to a designated member or members of our board of directors.

 

The Dollar Preference Share ADR depositary has agreed that it will try, if practicable, to vote or cause to be voted the dollar preference shares in accordance with any written nondiscretionary instructions of record holders of Dollar Preference Share ADRs that it receives on or before the date set by the Dollar Preference Share ADR depositary. The Dollar Preference Share ADR depositary has agreed not to vote the dollar preference shares except in accordance with written instructions from the record holders of Dollar Preference Share ADRs.

 

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Inspection of Transfer Books

 

The Dollar Preference Share ADR depositary will keep books, at its transfer office in The City of New York, for the registration and transfer of Dollar Preference Share ADRs that at all reasonable times will be open for inspection by Dollar Preference Share ADR holders. However, this inspection may not be for the purpose of communicating with Dollar Preference Share ADR holders in the interest of a business or object other than our business or a matter related to the Dollar Preference Share ADR deposit agreement or the Dollar Preference Share ADRs.

 

Reports and Notices

 

The Dollar Preference Share ADR depositary will make available at its principal office for inspection by Dollar Preference Share ADR holders any reports and communications received from us that are both received by the Dollar Preference Share ADR depositary as the holder of dollar preference shares of the applicable corresponding series and made generally available to the holders of those dollar preference shares by us, including our annual report and accounts. The Dollar Preference Share ADR depositary will also send copies of those reports to Dollar Preference Share ADR holders when furnished by us as provided in the Dollar Preference Share ADR deposit agreement.

 

On or before the first date on which we give notice, by publication or otherwise, of any meeting at which holders of the dollar preference shares of a particular series are entitled to vote, or of any reconvening of any such adjourned meeting of holders, or of the taking of any action in respect of any cash or other distributions on or any redemption of dollar preference shares of a particular series, we shall transmit to the Dollar Preference Share ADR depositary a copy of the notice in the form given or to be given to holders of the dollar preference shares. The Dollar Preference Share ADR depositary will, at our expense, arrange for the prompt transmittal by the custodian to the Dollar Preference Share ADR depositary of such notices, and, if we request in writing, arrange for the mailing, at our expense, of copies to all holders of Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of the corresponding series.

 

Amendment and Termination of the Dollar Preference Share ADR Deposit Agreement

 

The form of the Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series and any provisions of the Dollar Preference Share ADR deposit agreement relating to those Dollar Preference Share ADRs may at any time and from time to time be amended by agreement between us and the Dollar Preference Share ADR depositary in any respect which we may deem necessary or desirable. Any amendment that imposes or increases any fees or charges, other than taxes and other governmental charges, or that otherwise prejudices any substantial existing right of holders of outstanding Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series, will not take effect as to any Dollar Preference Share ADRs until 30 days after notice of the amendment has been given to the record holders of those Dollar Preference Share ADRs. Every holder of any Dollar Preference Share ADR at the time an amendment becomes effective, if it has been given notice, will be deemed by continuing to hold the Dollar Preference Share ADR to consent and agree to the amendment and to be bound by the Dollar Preference Share ADR deposit agreement or the Dollar Preference Share ADR as amended. In no event may any amendment impair the right of any holder of Dollar Preference Share ADRs to surrender Dollar Preference Share ADRs and receive in return the dollar preference shares of the corresponding series and other property represented by the Dollar Preference Share ADRs.

 

Whenever we direct, the Dollar Preference Share ADR depositary has agreed to terminate the Dollar Preference Share ADR deposit agreement as to dollar preference shares of any and all series and the deposited securities, Dollar Preference Share ADSs and Dollar Preference Share ADRs of all corresponding series by mailing a termination notice to the record holders of all those outstanding Dollar Preference Share ADRs at least 30 days before the date fixed in the notice for termination. The Dollar Preference Share ADR depositary may likewise terminate the Dollar Preference Share ADR deposit agreement as to dollar preference shares of any and all series and the deposited securities, Dollar Preference Share ADSs and Dollar Preference Share ADRs of all corresponding series by mailing a termination notice to us and the record holders of all those outstanding Dollar Preference Share ADRs at any time 60 days after it has delivered to us a written notice of its election to resign, if a successor depositary has not been appointed and accepted its appointment as provided in the Dollar Preference Share ADR deposit agreement. If any Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series remain outstanding after the date of any termination, the Dollar Preference Share ADR depositary will then discontinue the registration

 

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of transfers of those Dollar Preference Share ADRs, will suspend the distribution of dividends to holders and will not give any further notices or perform any further acts under the Dollar Preference Share ADR deposit agreement with respect to those Dollar Preference Share ADRs, except that it will continue to collect dividends and other distributions pertaining to the dollar preference shares of the corresponding series and any other property represented by those Dollar Preference Share ADRs, and will continue the delivery of dollar preference shares of the corresponding series, together with any dividends or other distributions received with respect to them and the net proceeds of the sale of any property, in exchange for Dollar Preference Share ADRs surrendered to it. At any time after two years from the date of termination of the Dollar Preference Share ADR deposit agreement as to Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series, the Dollar Preference Share ADR depositary may sell the dollar preference shares of the corresponding series and any other property represented by those Dollar Preference Share ADRs and may hold the net proceeds, together with any other cash then held by it under the Dollar Preference Share ADR deposit agreement in respect of those Dollar Preference Share ADRs, without liability for interest, for the ratable benefit of the holders of Dollar Preference Share ADRs that have not previously been surrendered.

 

Charges of Dollar Preference Share ADR Depositary

 

The Dollar Preference Share ADR depositary will charge the party to whom it delivers Dollar Preference Share ADRs against deposits, and the party surrendering Dollar Preference Share ADRs for delivery of dollar preference shares of a particular series or other deposited securities, property and cash, $5 for each 100, or fraction of 100, ADSs evidenced by the Dollar Preference Share ADRs issued or surrendered. We will pay all other charges of the Dollar Preference Share ADR depositary and those of any registrar, co-transfer agent and co-registrar under the Dollar Preference Share ADR deposit agreement, but, unless the relevant prospectus supplement with respect to a particular series of dollar preference shares or securities convertible into or exchangeable for dollar preference shares of any series states otherwise, we will not pay:

 

·                  taxes, including U.K. stamp duty or U.K. stamp duty reserve tax, and other governmental charges;

 

·                  any applicable share transfer or registration fees on deposits or withdrawals of dollar preference shares;

 

·                  cable, telex, facsimile transmission and delivery charges which the Dollar Preference Share ADR deposit agreement provides are at the expense of the holders of Dollar Preference Share ADRs or persons depositing or withdrawing dollar preference shares of any series; or

 

·                  expenses incurred or paid by the Dollar Preference Share ADR depositary in any conversion of foreign currency into dollars.

 

You will be responsible for any taxes or other governmental charges payable on your Dollar Preference Share ADRs or on the deposited securities underlying your Dollar Preference Share ADRs (including U.K. stamp duty or U.K. stamp duty reserve tax, but not stamp duty reserve tax arising on issue of the securities underlying your Dollar Preference Share ADRs). The Dollar Preference Share ADR depositary may refuse to transfer your Dollar Preference Share ADRs or allow you to withdraw the deposited securities underlying your Dollar Preference Share ADRs until such taxes or other charges are paid. The Dollar Preference Share ADR depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the deposited securities evidenced by the Dollar Preference Share ADR, and may apply dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge, with the Dollar Preference Share ADR holder remaining liable for any deficiency.

 

General

 

Neither the Dollar Preference Share ADR depositary nor we will be liable to Dollar Preference Share ADR holders if prevented or forbidden or delayed by any present or future law of any country or by any governmental authority, or by reason of any provision, present or future, of our Memorandum or Articles of Association, or any act of God or war or other circumstances beyond our control in performing our obligations under the Dollar Preference Share ADR deposit agreement. The obligations of both of us under the Dollar Preference Share ADR deposit agreement are expressly limited to performing our duties without gross negligence or bad faith.

 

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If any Dollar Preference Share ADSs of a particular series are listed on one or more stock exchanges in the United States, the Dollar Preference Share ADR depositary will act as registrar or, if we request or with our approval, appoint a registrar or one or more co-registrars, for registration of the Dollar Preference Share ADRs evidencing the Dollar Preference Share ADSs in accordance with any exchange requirements. The registrars or co-registrars may be removed and a substitute or substitutes appointed by the Dollar Preference Share ADR depositary if we request or with our approval.

 

The Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of any series are transferable on the books of the Dollar Preference Share ADR depositary. However, the Dollar Preference Share ADR depositary may close the transfer books as to Dollar Preference Share ADRs evidencing Dollar Preference Share ADSs of a particular series at any time or from time to time when it deems it expedient to do so in connection with the performance of its duties or if we request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Dollar Preference Share ADR evidencing Dollar Preference Share ADSs of a particular series, or transfer and withdrawal of dollar preference shares of the corresponding series, the Dollar Preference Share ADR depositary or the custodian may require the person presenting the Dollar Preference Share ADR or depositing the dollar preference shares to pay a sum sufficient to reimburse it for any related tax or other governmental charge and any share transfer or registration fee and any applicable fees payable as provided in the Dollar Preference Share ADR deposit agreement, and the Dollar Preference Share ADR depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the dollar preference shares evidenced by the Dollar Preference Share ADR, and may apply dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge, with the Dollar Preference Share ADR holder remaining liable for any deficiency. Any person presenting dollar preference shares of any series for deposit or any holder of a Dollar Preference Share ADR may be required from time to time to furnish the Dollar Preference Share ADR depositary or the custodian with proof of citizenship or residence, exchange control approval, information relating to the registration on our books or registers or those maintained for us by the registrar for the dollar preference shares of that series, or other information, to execute certificates and to make representations and warranties that the Dollar Preference Share ADR depositary or the custodian deems necessary or proper. Until those requirements have been satisfied, the Dollar Preference Share ADR depositary may withhold the delivery or registration of transfer of any Dollar Preference Share ADR or the distribution of any dividend or other distribution or proceeds of any sale or distribution. The delivery, transfer and surrender of Dollar Preference Share ADRs of any series generally may be suspended during any period when the transfer books of the Dollar Preference Share ADR depositary are closed or if we or the Dollar Preference Share ADR depositary deem necessary or advisable at any time or from time to time because of any requirement of law or of any government or governmental authority, body or commission, or under any provision of the Dollar Preference Share ADR deposit agreement or for any other reason, subject to the provisions of the following sentence. The surrender of outstanding Dollar Preference Share ADRs of any series and withdrawal of deposited securities may only be suspended as a result of:

 

·                  temporary delays caused by closing our transfer books or those of the Dollar Preference Share ADR depositary or the deposit of dollar preference shares of the corresponding series in connection with voting at a shareholders’ meeting or the payment of dividends;

 

·                  the non-payment of fees, taxes and similar charges; and

 

·                  compliance with any U.S. or foreign laws or governmental regulations relating to the Dollar Preference Share ADRs of the series or to the withdrawal of the deposited securities.

 

The Dollar Preference Share ADR deposit agreement and the Dollar Preference Share ADRs are governed by and construed in accordance with New York law.

 

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DEBT SECURITIES

 

Each series of notes listed on the New York Stock Exchange and set forth on the cover page to RBSG’s annual report on Form 20-F for the fiscal year ended December 31, 2019 has been issued by RBSG or by NatWest Markets plc (“NWM plc”) (formerly known as Royal Bank of Scotland plc) and guaranteed by RBSG. Each of these series of notes and related guarantees, as applicable, was issued pursuant to an effective registration statement and a related prospectus and prospectus supplement (if applicable) setting forth the terms of the relevant series of notes and related guarantees, as applicable.

 

The following table sets forth the dates of the registration statements, dates of the base prospectuses and dates of issuance for each relevant series of notes (the “Notes”).

 

Series

 

Issuer

 

Registration 
Statement

 

Date of Base Prospectus

 

Date of Issuance

 

 

 

 

 

 

 

 

 

 

 

Dollar Perpetual Regulatory Tier 1 Securities

 

RBSG

 

333-11104

 

June 5, 2001

 

August 13, 2001

 

5.625% Senior Notes due 2020

 

RBS plc1

 

333-162219

 

May 18, 2010

 

August 24, 2010

 

6.125% Senior Notes due 2021

 

RBS plc2

 

333-162219

 

May 18, 2010

 

January 11, 2011

 

 

 

 

 

 

 

 

 

 

 

6.125% Subordinated Tier 2 Notes due 2022

 

RBSG

 

333-184147

 

September 28, 2012

 

December 4, 2012

 

 

 

 

 

 

 

 

 

 

 

6.000% Subordinated Tier 2 Notes due 2023

 

RBSG

 

333-184147

 

September 28, 2012

 

December 19, 2013

 

6.100% Subordinated Tier 2 Notes due 2023

 

RBSG

 

333-184147

 

September 28, 2012

 

June 10, 2013

 

Fixed-to-Fixed Reset Rates Subordinated Tier 2 Notes due 2029

 

RBSG

 

333-222022

 

December 13, 2017

 

November 1, 2019

 

3.875% Senior Notes due 2023

 

RBSG

 

333-203157

 

March 31, 2015

 

September 12, 2016

 

 

 

 

 

 

 

 

 

 

 

3.498% Fixed Rate / Floating Rate Senior Notes due 2023

 

RBSG

 

333-203157

 

March 31, 2015

 

May 15, 2017

 

4.519% Fixed Rate / Floating Rate Senior Notes due 2024

 

RBSG

 

333-222022

 

December 13, 2017

 

June 25, 2018

 

4.269% Fixed Rate / Floating Rate Senior Notes due 2025

 

RBSG

 

333-222022

 

December 13, 2017

 

March 22, 2019

 

5.076% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBSG

 

333-222022

 

December 13, 2017

 

September 27, 2018

 

4.445% Fixed Rate / Floating Rate Senior Notes due 2030

 

RBSG

 

333-222022

 

December 13, 2017

 

May 8, 2019

 

Senior Floating Rate Notes due 2023

 

RBSG

 

333-203157

 

March 31, 2015

 

May 15, 2017

 

Senior Floating Rate Notes due 2024

 

RBSG

 

333-222022

 

December 13, 2017

 

June 25, 2018

 

5.125% Subordinated Tier 2 Notes due 2024

 

RBSG

 

333-184147

 

September 28, 2012

 

May 28, 2014

 

4.892% Fixed Rate / Floating Rate Senior Notes due 2029

 

RBSG

 

333-222022

 

December 13, 2017

 

May 18, 2018

 

 

The following descriptions of our Notes are summaries and do not purport to be complete and are qualified in their entirety by the full terms of the Notes and the relevant indentures related thereto, which are available at www.sec.gov. The description sets out the general terms of the Notes contained in the base prospectus under which the Notes were issued, followed by a description for each series of Notes of the particular terms applicable to such series contained in the applicable prospectus supplement. To the extent language in the applicable prospectus supplement modifies the language in the applicable base prospectus or there is any inconsistency between the

 


1  Royal Bank of Scotland plc, however presently known as NatWest Markets plc (“NWM plc”)

2  Royal Bank of Scotland plc, however presently known as NatWest Markets plc (“NWM plc”)

 

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information in such base prospectus and the applicable prospectus supplement, then the term of that prospectus supplement governs. In this description, references to the “accompanying prospectus” refer to the relevant base prospectus for the Notes and references to the “accompanying prospectus supplement” refer to the relevant prospectus supplement for the Notes.

 

 

 

BASE PROSPECTUSES

 

A.            Base Prospectus dated June 5, 2001

 

Form of Debt Securities; Settlement and Clearance

 

General

 

Unless the relevant prospectus supplement indicates otherwise, all debt securities of a particular series shall initially be represented by one or more global securities in bearer form, without coupons attached.

 

Title to a global debt security shall pass by delivery. The holder of any certificate representing debt securities, including any global debt security, is, in the case of a bearer certificate, the person or entity that has possession of the certificate and, in the case of a certificate in registered form, the person or entity in whose name the certificate is registered. A global debt security representing an interest in 100% of any series of debt securities that we issue will be deposited on issue with The Bank of New York, as book-entry depositary, which will hold the global debt security for the benefit of The Depository Trust Company or its nominee and its participants under debt security deposit agreements that we will enter into with The Bank of New York, as book-entry depositary, and the holders and beneficial owners from time to time of the book-entry debt securities. Under the debt security deposit agreements and an agreement between DTC and the book-entry depositary, the book-entry depositary will issue one or more certificateless depositary interests, which together represent a 100% interest in the underlying global debt security, to DTC in New York. DTC will operate a book-entry system for these book-entry debt securities. Unless and until the debt securities of a particular series are exchanged in whole or in part for other securities that we issue or the global debt security is exchanged for definitive debt securities, the depositary interests of that series held by DTC may not be transferred except as a whole by DTC to its nominee or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or its nominee to a successor of DTC or the successor’s nominee.

 

Interests in book-entry debt securities will be held by or through “participants’’ in DTC, who are persons that have accounts with DTC, or by or through “indirect participants’’ in DTC, who are persons that hold interests through participants. Ownership of interests in book-entry debt securities may be shown on, and the transfer of interests in book-entry debt securities will be effected through, records that DTC maintains. The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry debt securities.

 

So long as the book-entry depositary, or its nominee, is the holder of a global debt security, the book-entry depositary or its nominee will be considered the sole holder of the global debt security for all purposes under the indentures. Except as described below under “-- Issuance of Definitive Debt Securities and Termination’’, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures or the debt security deposit agreements. Each person having an ownership or other interest in a book-entry debt security must rely on the procedures of the book-entry depositary and DTC and, if a person is not a participant in DTC, on the procedures of the participant or other securities intermediary through which that person owns its interest, to exercise any rights and obligations of a holder under the indentures, the debt securities or the debt security deposit agreements.

 

Payments on the Global Debt Security

 

Payments of any amounts in respect of any global debt security will be made through the paying agent to the book-entry depositary. Under the relevant debt security deposit agreement, the book-entry depositary is to pay an amount equal to all those payments to DTC. Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the book-entry depositary and any beneficial owner of an interest in a global debt security, or the failure of

 

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the book-entry depositary or any intermediary to pass through to any beneficial owner any payments that we make to the book-entry depositary in respect of the global debt security.

 

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization’’ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation’’ within the meaning of the New York Uniform Commercial Code, and a “clearing agency’’ registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions among its participants in those securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC participants include securities brokers and dealers, including parties that may act as underwriters, dealers or agents with respect to the securities, banks, trust companies, clearing corporations and certain other organizations, some of which, along with certain of their representatives and others, own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

 

Redemption

 

If we redeem a global debt security or any portion of a global debt security, the book-entry depositary will redeem, from the amount that it receives from that redemption, an equal amount of the depositary interests of the particular series issued to DTC. The redemption price payable in connection with the redemption of book-entry debt securities of a particular series will be equal to the amount that the book-entry depositary receives from the redemption of the global debt security or any portion.

 

Issuance of Definitive Debt Securities and Termination

 

So long as DTC holds the depositary interests of a particular series, they will not be exchangeable for definitive debt securities of that series unless:

 

·                  DTC notifies the book-entry depositary that it is unwilling or unable to continue to hold the book-entry debt securities or DTC ceases to be a clearing agency registered under the Securities Exchange Act and the book-entry depositary does not appoint a successor to DTC which is registered under the Securities Exchange Act within 120 days;

 

·                  the book-entry depositary is at any time unwilling or unable to continue to act as book-entry depositary and we do not appoint a successor book-entry depositary within 120 days;

 

·                  we are wound up and we fail to make a payment on the debt securities when due; or

 

·                  at any time we determine in our sole discretion that the global debt securities of a particular series should be exchanged for definitive debt securities of that series in registered form.

 

Each person having an ownership or other interest in a debt security must rely exclusively on the provisions of the relevant debt security deposit agreement, the rules or procedures of DTC, and any agreement with any participant of DTC or any other securities intermediary through which that person holds its interest to receive or direct the delivery of possession of any definitive debt security.

 

Definitive debt securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive debt security is registered as its absolute owner.

 

Payments in respect of each series of definitive debt securities will be made to the person in whose name the definitive debt securities are registered as it appears in the register for that series. They will be made by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive debt securities should be presented to the paying agent for redemption.

 

If we issue definitive debt securities of a particular series in exchange for a particular global debt security, the book-entry depositary, as holder of that global debt security, will surrender it against receipt of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute through DTC the definitive debt

 

34


 

securities of that series to the persons and in the amounts that DTC specifies. If that global debt security is the only remaining global debt security of that series, the relevant debt security deposit agreement will terminate with respect to that series of debt securities.

 

Reports

 

The debt security deposit agreements require the book-entry depositary immediately to send to DTC a copy of any notices, reports and other communications relating to us or any series of debt securities that it receives.

 

Action by Book-Entry Depositary

 

Upon the occurrence of any default with respect to any series of debt securities, or in connection with any other right of the holder of a global debt security under any indenture, the debt security deposit agreements require the book-entry depositary to take any action that DTC requests in writing, if the owners of book-entry debt securities of that series have offered it reasonable security or indemnity against the costs, expenses and liabilities that it might incur in compliance with the request.

 

Amendment

 

We and the book-entry depositary may only amend the debt security deposit agreements:

 

·                  to cure any ambiguity, omission, defect or inconsistency;

 

·                  to add to the covenants and agreements of either of us;

 

·                  to evidence or effectuate the assignment of the book-entry depositary’s rights and duties to a qualified successor;

 

·                  to comply with the US Securities Act of 1933, the Securities Exchange Act, the US Investment Company Act of 1940, the US Trust Indenture Act of 1939 or any other applicable law, rule or regulation; or

 

·                  to modify, alter, amend or supplement the relevant debt security deposit agreement in any other way that is not adverse to DTC or the holders of book-entry debt securities.

 

Resignation of Book-Entry Depositary

 

The book-entry depositary may at any time resign as book-entry depositary upon 60 days’ written notice to us and DTC. Its resignation will become effective upon the appointment of a successor book-entry depositary. If no successor has been appointed, we and the book-entry depositary shall arrange for the issuance of definitive debt securities with respect to all outstanding debt securities.

 

Obligations of Book-Entry Depositary

 

The book-entry depositary will assume no obligation or liability under the debt security deposit agreements or its agreement with DTC other than to use good faith and reasonable care in the performance of its duties. We have agreed to indemnify the book-entry depositary against certain liabilities that it incurs under the debt security deposit agreements.

 

Settlement

 

Initial settlement for each series of debt securities and settlement of any secondary market trades in the debt securities will be made in same-day funds. The book-entry debt securities will settle in DTC’s Same-Day Funds Settlement System.

 

Payments

 

We will make any payments of interest and, in the case of subordinated debt securities, principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

 

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Subordinated Debt Securities. Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on that series of subordinated debt securities on any payment date, our obligation to make that payment shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class of our share capital and, if it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred Payment Date’’). If we fail to make a payment before the Deferred Payment Date, that failure shall not constitute a default or otherwise allow any holder to sue us for the payment or take any other action. Each payment that is deferred in this way will accrue interest at the rate prevailing in accordance with the terms of the series of debt securities immediately before the original payment date. Any payment deferred in this way shall not be treated as due for any purpose, including for the purposes of ascertaining whether or not a Subordinated Debt Security Default has occurred, until the Deferred Payment Date.

 

Capital Securities. We are not required to make payments on any series of capital securities on any payment date and if we fail to make a payment, that shall not constitute a default. Any payment that we do not make in respect of any series of capital securities on any applicable payment date, together with any other unpaid payments, shall, so long as they remain unpaid, constitute “Missed Payments’’ and will accumulate until paid. Missed Payments will not bear interest.

 

We may choose to pay any Missed Payments in whole or in part at any time on not less than 14 days’ notice to the trustee, but all Missed Payments on all capital securities of a particular series outstanding at the time shall become due and payable in full upon the occurrence of an “Event of Default’’ or, subject to the “solvency condition’’, a “Capital Security Default’’. (These terms are defined below under “—Events of Default and Defaults; Limitation of Remedies’’.) If we give notice that we intend to pay all or part of the Missed Payments on the capital securities of any series, we shall be obliged, subject to the solvency condition, to do so at the time specified in our notice.

 

Except in a winding-up, all payments on the capital securities of any series will be conditional upon our being solvent at the time of payment, and we will not make any payment unless we will still be solvent immediately afterwards. This is called the “solvency condition’’. For this purpose, we shall be solvent if we are able to pay our debts as they fall due and our total non-consolidated assets exceed our total nonconsolidated liabilities, excluding liabilities that do not constitute “Senior Claims’’ (as defined under -- “Subordination’’ below) except in the case of the optional redemption or repurchase of any capital securities. A report as to our solvency by a director or, in certain circumstances, our auditors shall, unless there is a manifest error, be treated and accepted by us, the trustee and any holder of capital securities as correct and sufficient evidence of solvency or insolvency. If we fail to make any payment as a result of failure to satisfy the solvency condition, that payment will constitute a Missed Payment and will accumulate with any other Missed Payments until paid. In a winding-up, the amount payable on capital securities of any series will be determined in accordance with the capital security subordination provisions described under “-- Subordination’’ below.

 

You should note that if we are unable to make any payment on the capital securities of any series because we are not able to satisfy the solvency condition, the amount of any payment which we would otherwise make will be available to meet our losses.

 

Subordination

 

Subordinated Debt Securities. In a winding-up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding-up or otherwise, to the claims of all or any of our creditors, in the manner provided in the subordinated debt indenture.

 

Capital Securities. In a winding-up, the principal amount of, and payments and any Missed Payments on, any series of capital securities will be subordinate to, and subject in right of payment to the prior payment in full of, all Senior Claims. The following are “Senior Claims’’ in respect of any series of capital securities:

 

·                  all claims of our unsubordinated creditors admitted in the winding-up;

 

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·                  all claims of our creditors in respect of liabilities that are, or are expressed to be, subordinated, whether only in the event of a winding-up or otherwise, to the claims of our unsubordinated creditors but not further or otherwise; and

 

·                  all other claims except those that rank, or are expressed to rank, equally with or junior to the claims of any holder of capital securities of any series.

 

Additional senior claims, if any, may be set forth in the accompanying prospectus supplement.

 

If at any time an order is made or a shareholders’ resolution is passed for a winding-up, any amounts that would have been payable in respect of the capital securities of any series if, on and after the day immediately before the winding-up began, any holder of those capital securities had been the holder of preference shares in our capital with a preferential right to a return of assets in the winding-up over the holders of all other issued shares, including all classes of our preference shares, will be payable on those capital securities. These amounts will be calculated assuming that such preference shares were entitled, to the exclusion of all other rights or privileges, to receive as a return of capital an amount equal to the principal amount of the capital securities of the series then outstanding, together with all payments accrued to the date of repayment at the rate provided for in those capital securities and any Missed Payments. Accordingly, no amount will be payable in a winding-up on any series of capital securities until all Senior Claims admitted in the winding-up have been paid in full.

 

General. As a consequence of these subordination provisions, if winding-up proceedings should occur, each holder may recover less ratably than the holders of our unsubordinated liabilities and, in the case of the holders of capital securities, the holders of certain of our subordinated liabilities, including the holders of subordinated debt securities. If, in any winding-up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding-up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in US dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the UK.

 

In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of our bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

Additional Amounts

 

Unless the relevant prospectus supplement provides otherwise, we will pay any amounts to be paid by us on any series of debt securities without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by or on behalf of the UK or any UK political subdivision or authority that has the power to tax (a “taxing jurisdiction’’), unless such deduction or withholding is required by law. If at any time a UK taxing jurisdiction requires us to make such deduction or withholding, we will pay additional amounts with respect to the principal of, and payments and Missed Payments on, the debt securities (“Additional Amounts’’) that are necessary in order that the net amounts paid to the holders of those debt securities, after the deduction or withholding, shall equal the amounts of principal and any payments and Missed Payments which would have been payable on that series of debt securities if the deduction or withholding had not been required. However, this will not apply to any tax that would not have been payable or due but for the fact that:

 

·                  the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, a UK taxing jurisdiction or otherwise having some connection with the UK taxing jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of, principal of, or any payments or Missed Payments on, any debt security of the relevant series;

 

·                  except in the case of a winding-up in the UK, the relevant debt security is presented (where presentation is required) for payment in the UK;

 

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·                  the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on presenting (where presentation is required) the debt security for payment at the close of that 30 day period;

 

·                  the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of principal of, or any payments or Missed Payments on, the debt security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial owner or to make any declaration or other similar claim to satisfy any information requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of a UK taxing jurisdiction as a precondition to exemption from all or part of the tax;

 

·                  the withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive;

 

·                  the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant debt security to another paying agent in a Member State of the European Union; or

 

·                  any combination of the above items;

 

nor shall Additional Amounts be paid with respect to the principal of, and payments and Missed Payments on, the PROs to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

Whenever we refer in this prospectus and any prospectus supplement, in any context, to the payment of the principal of or any payments, or any Missed Payments on, or in respect of, any debt security of any series, we mean to include the payment of Additional Amounts to the extent that, in the context, Additional Amounts are, were or would be payable.

 

Redemption

 

Unless the relevant prospectus supplement provides otherwise and, in the case of capital securities, if the solvency condition is satisfied, we will have the option to redeem the debt securities of any series as a whole upon not less than 30 nor more than 60 days’ notice, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if any of the following events occurs:

 

·                  we determine that as a result of a change in or amendment to the laws or regulations of a UK taxing jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of the applicable prospectus supplement:

 

·                  in making any payments or Missed Payments on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;

 

·                  payments, including Missed Payments, on the next payment date in respect of any of the series of debt securities would be treated as “distributions’’ within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the UK, or any statutory modification or reenactment of the Act; or

 

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·                  on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our UK taxation liabilities, or the value of the deduction to us would be materially reduced.

 

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent UK counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. In the case of capital securities, redemption will only be allowed if the solvency condition is satisfied. Any notice of redemption of debt securities of any series will state:

 

·                  the redemption date;

 

·                  the amount of debt securities to be redeemed if less than all of the series is to be redeemed;

 

·                  the redemption price; and

 

·                  the place or places at which each holder may obtain payment of the redemption price.

 

In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

 

We or any of our subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law allows and if, in the case of capital securities, the solvency condition is satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

 

Under existing UK Financial Services Authority requirements, we may not make any redemption or repurchase of any debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities, unless the Financial Services Authority consents in advance. The Financial Services Authority may impose conditions on any redemption or repurchase.

 

Modification and Waiver

 

We and the trustee may make certain modifications and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the holder or holders of not less than 66 2/3% in aggregate principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt security affected that would:

 

·                  change the terms of any capital security to include a stated maturity date of its principal amount;

 

·                  reduce the principal amount of or the payments or any Missed Payments with respect to any debt security;

 

·                  change our obligation (or our successor’s) to pay Additional Amounts;

 

·                  change the currency of payment;

 

·                  impair the right to institute suit for the enforcement of any payment due and payable;

 

·                  reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the indenture and any past Event of Default, Subordinated Debt Security Default or Capital Security Default;

 

·                  modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or

 

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·                  modify the above requirements.

 

In addition, material variations in the terms and conditions of debt securities of any series, including modifications relating to subordination, redemption, Events of Default, Subordinated Debt Security Defaults, Capital Security Defaults or Capital Security Payment Events, may require the consent of the UK Financial Services Authority.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default. If either a court of competent jurisdiction makes an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency, that order or resolution will constitute an “Event of Default’’ with respect to the debt securities of each series. If an Event of Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding debt securities of each series may declare the principal amount of, any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), and any Missed Payments, on the debt securities of the series to be due and payable immediately. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

Subordinated Debt Security Defaults. Unless the relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated debt securities if:

 

·                  any installment of interest upon any subordinated debt security of that series is not paid on or before its Deferred Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal of any subordinated debt security of that series is not paid on its Deferred Payment Date, or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Subordinated Debt Security Default occurs and is continuing, the trustee may pursue all legal remedies available to it, including commencing a proceeding for our winding-up in England or Scotland (but not elsewhere), but the trustee may not declare the principal amount of any outstanding subordinated debt security due and payable. However, failure to make any payment on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction, or if there is doubt as to the validity or applicability of any law, regulation or order, in accordance with advice given at any time before the expiry of the applicable 14-day or 7-day period by independent legal advisers acceptable to the trustee. In the second case, the trustee may require us to take action (including proceedings for a court declaration) to resolve the doubt, if counsel advises it that such action is appropriate and reasonable in the circumstances, in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution of the doubt. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or 7-day period after the trustee gives written notice to us informing us of such determination.

 

By accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or the applicable indenture (or between our obligations under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to us) that they might otherwise have against us.

 

Capital Security Defaults. It shall be a “Capital Security Default’’ with respect to any series of capital securities if:

 

·                  we fail to pay or to set aside a sum to provide for payment of any Missed Payments on or prior to the date upon which a dividend is paid on any class of our share capital, or we make a redemption or repurchase of

 

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any other capital securities of the same series other than a repurchase in connection with dealing in securities, and such failure continues for 30 days; or

 

·                  we fail to pay or to set aside a sum to provide for payment of the principal amount, any accrued but unpaid payments and any Missed Payments on the date fixed for redemption of the capital security and such failure continues for 7 days.

 

Additional Capital Security Defaults, if any, may be specified with respect to any series of capital securities in the accompanying prospectus supplement.

 

If any Capital Security Default shall occur and is continuing, the trustee may pursue all legal remedies available to it, including commencing a judicial proceeding for the collection of the sums due and unpaid or a proceeding for our winding-up in England or Scotland (but not elsewhere), but the trustee may not declare the principal amount of any outstanding capital security to be due and payable. If we fail to make payment as described above and the solvency condition is not satisfied at the end of the 30-day or 7-day period following that failure, it shall not constitute a Capital Security Default but instead shall constitute a “Capital Security Payment Event’’. On a Capital Security Payment Event, the trustee may institute proceedings in England or Scotland (but not elsewhere) for our winding-up but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid.

 

By accepting a capital security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the capital securities or the applicable indenture (or between our obligations under or in respect of any capital securities and any liability owed by a holder or the trustee to us) that they might otherwise have against us in any winding-up.

 

General. The holder or holders of not less than a majority in aggregate principal amount of the debt securities of any series may waive any past Event of Default, Subordinated Debt Security Default, Capital Security Default or Capital Security Payment Event with respect to the series, except an Event of Default, Subordinated Debt Security Default or Capital Security Default in respect of the payment of principal of or payments or Missed Payments on, any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

 

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if an Event of Default, Subordinated Debt Security Default, Capital Security Default or Capital Security Payment Event occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indentures provide that the trustee will, within 90 days after the occurrence of an Event of Default, Subordinated Debt Security Default, Capital Security Default or Capital Security Payment Event with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Event of Default, Subordinated Debt Security Default, Capital Security Default, or Capital Security Payment Event known to it, unless the Event of Default, Subordinated Debt Security Default, Capital Security Default or Capital Security Payment Event has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

Consolidation, Merger and Sale of Assets; Assumption

 

We may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to, any person, provided that any successor corporation

 

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formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes our obligations on the debt securities and under the applicable indenture, and that certain other conditions are met.

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that we unconditionally guarantee, on a subordinated basis in substantially the manner described under “—Subordination” above, the obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any UK taxing jurisdiction, rather than taxes imposed by any UK taxing jurisdiction. However, if we make payment under the guarantee, we shall be required to pay Additional Amounts related to taxes, subject to the exceptions described in “-- Additional Amounts” above, imposed by any UK taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “—Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption. However, the determination of whether the solvency condition has been satisfied shall continue to be made with reference to The Royal Bank of Scotland Group plc, unless applicable law requires otherwise.

 

An assumption of our obligations under the debt securities of any series might be deemed for US federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the US federal, state and local income tax consequences of an assumption.

 

Governing Law

 

The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions of each series of debt securities and the indentures will be governed by and construed in accordance with the laws of England.

 

Notices

 

All notices regarding the debt securities will be valid if published in one leading daily newspaper in The City of New York and shall be deemed to have been given on the date of publication or, if published more than once, on the date of first publication. If it is not practicable to publish a notice, we may give valid notice in another manner that we shall determine, with effect from the date that we shall determine.

 

For so long as the debt securities of any series are represented by one or more global debt securities, we will deliver a copy of all notices with respect to that series to the holders.

 

The Trustee

 

The Bank of New York is trustee under the indentures. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York in the ordinary course of our business. The Bank of New York is also the book-entry depositary and the depositary with respect to the ADSs representing certain of our preference shares, and trustee with respect to certain of our exchangeable capital securities.

 

Consent to Service of Process

 

Under the indentures, we irrevocably designate CT Corporation System as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those courts.

 

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B.            Base Prospectus dated May 18, 2010

 

DESCRIPTION OF DEBT SECURITIES

 

Guarantee

 

RBSG will fully and unconditionally guarantee payment in full to the holders of debt securities issued by us. The guarantee is set forth in, and forms part of, the indenture under which debt securities will be issued by us. If, for any reason, we do not make any required payment in respect of our debt securities when due, RBSG will cause the payment to be made to or to the order of the trustee. The guarantee will be on a senior basis. Holders of debt securities issued by us may sue RBSG to enforce their rights under the guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the debt securities, assume all of our rights and obligations under the debt securities and upon such assumption, we will be released from its liabilities under the indenture and the debt securities.

 

Form of Debt Securities; Book-Entry System

 

General

 

Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary, including, without limitation, The Depository Trust Company (DTC”), Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.

 

The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg. Unless the relevant prospectus supplement states otherwise, the initial distribution of the debt securities will be cleared through DTC only. In such event, beneficial interests in the global debt securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream Luxembourg.

 

The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.

 

So long as the depositary, or its nominee, is the holder of a global debt security, the depositary or its nominee will be considered the sole holder of such global debt security for all purposes under the indenture. Except as described below under the heading “-Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indenture. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indenture or the debt securities.

 

Payments on the Global Debt Security

 

Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. Neither we nor RBSG, nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we or RBSG make to the depositary.

 

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The Clearing Systems

 

DTC, Euroclear and Clearstream Luxembourg have advised us as follows:

 

DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

 

Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable law (collectively, the “Euroclear Terms and Conditions”). The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

 

Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.

 

Issuance of Definitive Securities

 

So long as the depositary holds the global securities of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:

 

·                  the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act;

 

·                  we or RBSG are wound up and we or RBSG fail to make a payment on the debt securities when due; or

 

·                  at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form.

 

Each person having an ownership or other interest in a debt security must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indenture permits us to determine at any time and in our sole discretion that debt

 

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securities shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.

 

 

 

Unless otherwise specified in the prospectus supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, RBSG, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.

 

Payments in respect of each series of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.

 

If we issue definitive debt securities of a particular series in exchange for a particular global debt security, the depositary, as holder of that global debt security, will surrender it against receipt of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.

 

If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.

 

Settlement

 

Initial settlement for each series of debt securities and settlement of any secondary market trades in the debt securities will be made in same-day funds. Book-entry debt securities held through DTC will settle in DTC’s Same-Day Funds Settlement System.

 

Payments

 

We will make any payments of interest and, principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

 

Ranking

 

Unless the relevant prospectus supplement provides otherwise, debt securities and coupons (if any) appertaining thereto constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Additional Amounts

 

Unless the relevant prospectus supplement provides otherwise, we will pay any amounts to be paid by us on any series of debt securities without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any U.K. political subdivision thereof or authority that has the power to tax (a U.K. taxing jurisdiction”), unless such deduction or withholding is required

 

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by law. If at any time a U.K. taxing jurisdiction requires us to make such deduction or withholding, we will pay additional amounts with respect to the principal of, and payments on, the debt securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the holders of those debt securities, after the deduction or withholding, shall equal the amounts that would have been payable on that series of debt securities if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, import, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

 

·                  the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, a U.K. taxing jurisdiction or otherwise has some connection with the U.K. taxing jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of, principal of, or any payments on, any debt security of the relevant series;

 

·                  except in the case of a winding up in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom;

 

·                  the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on presenting the debt security for payment at the close of that 30 day period;

 

·                  the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of principal of, or any payments on, the debt security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial owner or to make any declaration or other similar claim to satisfy any information requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of a U.K. taxing jurisdiction as a precondition to exemption from all or part of the tax;

 

·                  the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive;

 

·                  the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a Member State of the European Union; or

 

·                  any combination of the above items;

 

nor shall Additional Amounts be paid with respect to the principal of, and payments on, the debt securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

Whenever we refer in this prospectus and any prospectus supplement, in any context, to the payment of the principal of or any payments on, or in respect of, any debt security of any series, we mean to include the payment of Additional Amounts to the extent that, in the context, Additional Amounts are, were or would be payable.

 

Redemption

 

Unless the relevant prospectus supplement provides otherwise, we will have the option to redeem the debt securities of any series as a whole upon not less than 30 nor more than 60 days’ notice to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if we determine that as a result of a change in or amendment to the

 

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laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of the applicable prospectus supplement:

 

·                  in making any payments, on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;

 

·                  payments, on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of the Act; or

 

·                  on the next payment date we or RBSG would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced.

 

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:

 

·                  the redemption date;

 

·                  the amount of debt securities to be redeemed if less than all of the series is to be redeemed;

 

·                  the redemption price;

 

·                  that the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date; and

 

·                  the place or places at which each holder may obtain payment of the redemption price.

 

 

In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

 

We, RBSG or any of RBSG’s subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law allows. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

 

Modification and Waiver

 

We, RBSG, and the trustee may make certain modifications and amendments of the indenture with respect to any series of debt securities without the consent of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt security affected that would:

 

·                  change the stated maturity of the principal amount of any debt security;

 

·                  reduce the principal amount of, the interest rates, or any premium payable upon the redemption of, or the payments with respect to any debt security;

 

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·                  change any obligation (or any successor’s) to pay Additional Amounts;

 

·                  change the currency of payment;

 

·                  impair the right to institute suit for the enforcement of any payment due and payable;

 

·                  reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the indenture and any past Event of Default, (as such term is defined below);

 

·                  modify the terms of our obligations or RBSG’s obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or

 

·                  modify the above requirements.

 

In addition, material variations in the terms and conditions of debt securities of any series, including modifications relating to redemption, Event of Default (as defined under the heading “Event of Default; Limitations of Remedies” below), may require the non-objection from, or consent of, the FSA.

 

Events of Default; Limitation of Remedies

 

Event of Default

 

Unless the relevant prospectus supplement provides otherwise, an “Event of Default” with respect to any series of debt securities shall result if:

 

·                  we or RBSG do not pay any principal or interest on any debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the debt securities of that series to us or RBSG requiring the payment to be made. It shall not, however, be an Event of Default if during the 14 days after the notice, we or RBSG satisfy the trustee that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it shall not be an Event of Default if we or RBSG act on the advice given to us during the 14 day period by independent legal advisers approved by the trustee; or

 

·                  we or RBSG breach any covenant or warranty of the indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the debt securities of that series requiring the breach to be remedied; or

 

·                  either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up or RBSG’s winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).

 

If an Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the debt securities of that series may at their discretion declare the debt securities of that series to be due and repayable immediately (and the debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against us or RBSG to enforce payment. Subject to the indenture provisions for the indemnification of the trustee, the holder(s) of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power

 

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conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the indenture, and must not be unjustly prejudicial to the holder(s) of any debt securities of that series not taking part in the direction, and determined by the trustee. The trustee may also take any other action, consistent with the direction, that it deems proper.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the debt securities.

 

By accepting a debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the debt securities or the indenture that they might otherwise have against us or RBSG, whether before or during our winding up.

 

General

 

The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Event of Default with respect to the series, except an Event of Default, in respect of the payment of interest, if any, or principal of (or premium, if any) any debt security or a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

 

Subject to exceptions, the trustee may, without the consent of the holders, waive or authorize an Event of Default if, in the opinion of the trustee, the Event of Default would not be materially prejudicial to the interests of the holders.

 

Subject to the provisions of the indenture relating to the duties of the trustee, if an Event of Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indenture provides that the trustee will, within 90 days after the occurrence of an Event of Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Event of Default, known to it, unless the Event of Default, has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

Consolidation, Merger and Sale of Assets; Assumption

 

We or RBSG may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations or, if applicable, RBSG’s obligations, on the debt securities and under the indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of the series and the indenture shall immediately be discharged. Any Additional Amounts under

 

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the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. However, if we make payment under the guarantee, we shall be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “-Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.

 

An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

Governing Law

 

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Notices

 

All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

 

The Trustee

 

The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indenture. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (“TIA”). Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of notes, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We, RBSG and certain of RBSG’s subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also the book-entry depositary with respect to certain of RBSG’s debt securities and the depositary with respect to the ADSs representing certain of RBSG’s preference shares, and trustee with respect to certain of RBSG’s exchangeable capital securities.

 

Consent to Service of Process

 

Under the indenture, we and RBSG irrevocably designate John Fawcett, Chief Financial Officer, Citizens Financial Group, Inc., as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indenture or any debt securities brought in any federal or state court in The City of New York, New York and we and RBSG irrevocably submit to the jurisdiction of those courts.

 

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C.            Base Prospectus dated September 28, 2012

 

 

 

DESCRIPTION OF DEBT SECURITIES

 

The following is a summary of the general terms that apply to (i) any senior debt securities, subordinated debt securities and capital securities offered by RBSG, and (ii) any senior debt securities and subordinated debt securities offered by RBS plc (acting through its head office or any one of its branches) and guaranteed by RBSG. Consequently, references to “debt securities” in this prospectus, are references to the (i) the senior debt securities, the subordinated debt securities and the capital securities issued by RBSG, or (ii) the senior debt securities and subordinated debt securities issued by RBS plc, acting directly or through one of its branches, as applicable.

 

Guarantee for Debt Securities Issued by RBS plc

 

RBSG will fully and unconditionally guarantee payment in full to the holders of senior debt securities or subordinated debt securities issued by RBS plc and all amounts due and owing under the applicable indenture. The guarantee is set forth in, and forms part of, the indentures under which senior debt securities or subordinated debt securities, as applicable, will be issued by RBS plc.

 

Senior Debt Securities

 

If, for any reason, RBS plc does not make any required payment in respect of its senior debt securities when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of senior debt securities issued by RBS plc may sue RBSG to enforce their rights under the guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the debt securities, assume all of RBS plc’s rights and obligations under the debt securities and upon such assumption, RBS plc will be released from its liabilities under the senior debt indenture and the senior debt securities.

 

Subordinated Debt Securities

 

If, for any reason, RBS plc does not make any required payment in respect of its subordinated debt securities when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a subordinated basis when the guaranteed debt securities are issued under the subordinated debt indenture. Holders of subordinated debt securities issued by RBS plc may sue RBSG to enforce their rights under the subordinated guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the debt securities, assume all of RBS plc’s rights and obligations under the debt securities and upon such assumption, RBS plc will be released from its liabilities under the subordinated debt indenture and subordinated debt securities.

 

Because the guarantee is subordinated, if winding up proceedings with respect to RBSG should occur, each holder may recover less ratably than the holders of its unsubordinated liabilities. If, in any such winding up, the amount payable on any guarantee of any series of debt securities and any claims ranking equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution of RBSG’s assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the guarantee of any debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

In addition, because RBSG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of such subsidiary’s creditors, including, in the case of RBS plc, RBS plc’s depositors, except to the extent that RBSG may be a creditor with recognized claims against RBS plc.

 

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Form of Debt Securities; Book-Entry System

 

General

 

Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.

 

The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg. Unless the relevant prospectus supplement states otherwise, the initial distribution of the debt securities will be cleared through DTC only. In such event, beneficial interests in the global debt securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream Luxembourg.

 

The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.

 

So long as the depositary, or its nominee, is the holder of a global debt security, the depositary or its nominee will be considered the sole holder of such global debt security for all purposes under the indentures. Except as described below under the heading “-Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures or the debt securities.

 

Payments on the Global Debt Security

 

Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.

 

The Clearing Systems

 

DTC, Euroclear and Clearstream Luxembourg have advised us as follows:

 

DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant,

 

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either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

 

Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”) and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

 

Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. Clearstream Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.

 

Issuance of Definitive Securities

 

So long as the depositary holds the global securities of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:

 

·                  the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act;

 

·                  we are wound up and we fail to make a payment on the debt securities when due; or

 

·                  at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form.

 

Each person having an ownership or other interest in a debt security must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at

 

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the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.

 

Unless otherwise specified in the prospectus supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.

 

Payments in respect of each series of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.

 

If we issue definitive debt securities of a particular series in exchange for a particular global debt security, the depositary, as holder of that global debt security, will surrender it against receipt of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.

 

If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.

 

Settlement

 

Initial settlement for each series of debt securities and settlement of any secondary market trades in the debt securities will be made in same-day funds. Book-entry debt securities held through DTC will settle in DTC’s Same-Day Funds Settlement System.

 

Payments

 

We will make any payments of interest and principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

 

Subordinated Debt Securities

 

We are not required to make payments of interest and principal on the subordinated debt securities and if we fail to make a payment, our obligation to make such payments shall be deferred and such failure to make a payment does not create a default under the applicable subordinated debt indenture. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.

 

Capital Securities

 

We are not required to make payments on any series of capital securities on any payment date and if we fail to make a payment, such failure shall not create a default under the capital securities indenture. Unless the relevant prospectus supplement provides otherwise, any payment that we do not make in respect of any series of capital securities on any applicable payment date, together with any other unpaid payments, so long as they remain unpaid, shall be missed payments and will accumulate until paid. The relevant prospectus supplement will set forth the terms on which all payments, including missed payments, on the capital securities of a particular series outstanding at the time will be treated, including deferral.

 

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Subordination

 

Senior Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, senior debt securities constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Subordinated Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, in a winding up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any of our creditors, in the manner provided in the applicable subordinated debt indenture.

 

Capital Securities

 

Unless the relevant prospectus supplement provides otherwise, in a winding up, the principal amount of, and payments and any missed payments on, any series of capital securities will be subordinate to, and subject in right of payment to the prior payment in full of, all Senior Claims. The following are “Senior Claims” in respect of any series of capital securities:

 

·                  all claims of our unsubordinated creditors admitted in the winding up;

 

·                  all claims of our creditors in respect of liabilities that are, or are expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of our unsubordinated creditors but not further or otherwise; and

 

·                  all other claims except those that rank, or are expressed to rank, equally with or junior to the claims of any holder of capital securities of any series.

 

Additional senior claims, if any, may be set forth in the accompanying prospectus supplement.

 

Unless the relevant prospectus supplement provides otherwise, if at any time an order is made or a shareholders’ resolution is passed for a winding up, any amounts that would have been payable in respect of the capital securities of any series if, on and after the day immediately before the winding up began, any holder of those capital securities had been the holder of preference shares in our capital with a preferential right to a return of assets in the winding up over the holders of all other issued shares, including all classes of our preference shares, will be payable on those capital securities. These amounts will be calculated assuming that such preference shares were entitled, to the exclusion of all other rights or privileges, to receive as a return of capital an amount equal to the principal amount of the capital securities of the series then outstanding, together with all payments accrued to the date of repayment at the rate provided for in those capital securities and any missed payments. Accordingly, no amount will be payable in a winding up on any series of capital securities until all Senior Claims admitted in the winding up have been paid in full.

 

General

 

As a consequence of these subordination provisions, if winding up proceedings should occur, each holder may recover less ratably than the holders of our unsubordinated liabilities and, in the case of the holders of capital securities, the holders of certain of our subordinated liabilities, including the holders of subordinated debt securities. If, in any winding up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

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In addition, because RBSG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of RBS plc, RBS plc’s depositors, except to the extent that RBSG may be a creditor with recognized claims against RBS plc.

 

Additional Amounts

 

Unless the relevant prospectus supplement provides otherwise, we will pay any amounts to be paid by us on any series of debt securities without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any U.K. political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”), unless such deduction or withholding is required by law. If at any time a U.K. taxing jurisdiction requires us to make such deduction or withholding, we will pay additional amounts with respect to the principal of, and payments and missed payments on, the debt securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the holders of those debt securities, after the deduction or withholding, shall equal the amounts of principal and any payments and missed payments which would have been payable on that series of debt securities if the deduction or withholding had not been required. However, this will not apply to any tax that would not have been payable or due but for the fact that:

 

·                  the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, a U.K. taxing jurisdiction or otherwise having some connection with the U.K. taxing jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of, principal of, or any payments or missed payments on, any debt security of the relevant series;

 

·                  except in the case of a winding up in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom;

 

·                  the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on presenting the debt security for payment at the close of that 30 day period;

 

·                  the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of principal of, or any payments or missed payments on, the debt security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial owner or to make any declaration or other similar claim to satisfy any information requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of a U.K. taxing jurisdiction as a precondition to exemption from all or part of the tax;

 

·                  the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to, in the case of capital securities and senior debt securities, European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive or, in the case of subordinated debt securities, any European Union Directive on the taxation of savings implementing the proposal for a European Union Directive presented by the European Commission on July 18, 2001 or any law implementing or complying with, or introduced in order to conform to, such a directive;

 

·                  the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a Member State of the European Union; or

 

·                  any combination of the above items;

 

nor shall Additional Amounts be paid with respect to the principal of, and payments and missed payments on, the debt securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be

 

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required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

Whenever we refer in this prospectus and any prospectus supplement, in any context, to the payment of the principal of or any payments, or any missed payments on, or in respect of, any debt security of any series, we mean to include the payment of Additional Amounts to the extent that, in the context, Additional Amounts are, were or would be payable.

 

Redemption

 

Unless the relevant prospectus supplement provides otherwise, we will, and in the case of capital securities only if the solvency condition is satisfied, have the option to redeem the debt securities of any series as a whole upon (i) not less than 5 business days and not more than 60 calendar days’ notice in respect of subordinated debt securities issued by RBS plc and senior debt securities, including Series A Senior Notes, issued by RBSG or (ii) not less than 30 days and not more than 60 days’ notice in respect of capital securities issued by RBSG, subordinated debt securities issued by RBSG and senior debt securities, including RBS NotesSM and Retail Corporate Notes, issued by RBS plc, to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, if any (including any deferred amounts, if applicable) in the case of senior debt securities and subordinated debt securities, and all payments and missed payments in the case of capital securities, to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of the applicable prospectus supplement:

 

·                  in making any payments, including missed payments in the case of capital securities, on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;

 

·                  payments, including missed payments in the case of capital securities, on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or

 

·                  on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced.

 

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, including any conditions to our right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:

 

·                  the redemption date;

 

·                  the amount of debt securities to be redeemed if less than all of the series is to be redeemed;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date; and

 

·                  the place or places at which each holder may obtain payment of the redemption price.

 

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In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

 

We or any of our subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law allows and if, in the case of the capital securities, certain other conditions to be specified in the applicable prospectus supplement are satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

 

Under existing U.K. Financial Services Authority (“FSA”) requirements, we may not make any redemption or repurchase of any debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities, unless we give prior notice to the FSA and, in certain circumstances, it consents in advance. The FSA may impose conditions on any redemption or repurchase.

 

Modification and Waiver

 

We and the trustee may make certain modifications and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the holder or holders of not less than a majority in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt security affected that would:

 

·                  change the stated maturity of the principal amount of any subordinated debt security;

 

·                  change the terms of any capital security to include a stated maturity date;

 

·                  reduce the principal amount of, or in the case of subordinated debt securities, the interest rates, or any premium payable upon the redemption of, or the payments, in the case of capital securities or any missed payments, with respect to any debt security;

 

·                  change our (or any successor’s) obligation to pay Additional Amounts;

 

·                  change the currency of payment;

 

·                  impair the right to institute suit for the enforcement of any payment due and payable;

 

·                  reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default (as such terms are defined below and described in the relevant prospectus supplement);

 

·                  modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or

 

·                  modify the above requirements.

 

In addition, material variations in the terms and conditions of debt securities of any series, including modifications relating to subordination, redemption, a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default (as those terms are defined under the heading “Event of Default and Defaults; Limitations of Remedies” below), or capital security payment events, as described in the relevant prospectus supplement, may require the non-objection from, or consent of, the FSA or its successor.

 

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Events of Default and Defaults; Limitation of Remedies

 

Senior Debt Security Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:

 

·                  we do not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, we satisfy the trustee that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it shall not be a Senior Debt Security Event of Default if we act on the advice given to us during the 14 day period by independent legal advisers approved by the trustee; or

 

·                  we breach any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or

 

·                  either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).

 

If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against us to enforce payment. Subject to the indenture provisions for the indemnification of the trustee and the securities administrator, as the case may be, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and determined by the trustee. The trustee may also take any other action, consistent with the direction that it deems proper.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.

 

By accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against us, whether before or during our winding up.

 

Subordinated Debt Securities Event of Default or Capital Securities Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities and a “Capital Security Event of Default” with respect to any series of capital debt securities shall result if either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding up (other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency).

 

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If a Subordinated Debt Security Event of Default or Capital Security Event of Default, as the case may be, occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities or capital securities, as the case may be, of each series may declare to be due and payable immediately in accordance with the terms of the applicable indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest and, in the case of capital securities, any missed payments on the securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities or capital securities, as the case may be, of the series may rescind the declaration of accelerations and its consequences, but only if all Subordinated Debt Security Events of Default or Capital Security Events of Default, as the case may be, have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

Subordinated Debt Securities Defaults or Capital Securities Defaults

 

In addition to Subordinated Debt Security Events of Default and Capital Security Events of Default, the subordinated debt and capital securities indentures also separately provide for “Subordinated Debt Security Defaults” and “Capital Security Defaults”. The relevant prospectus supplement with respect to any series of subordinated debt securities or capital securities shall set out what events, if any, shall be considered Subordinated Debt Security Defaults or Capital Security Defaults. The indentures permit the issuance of subordinated debt securities or capital securities, as applicable, in one or more series and whether a Subordinated Debt Security Default or Capital Security Default has occurred is determined on a series-by-series basis.

 

Unless the relevant prospectus supplement provides otherwise, if a Subordinated Debt Security Default or Capital Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for our winding up, but the trustee may not declare the principal amount of any outstanding subordinated debt security or capital security, as the case may be, due and payable. The relevant prospectus supplement will set forth further actions provided in the subordinated debt securities indenture and the capital securities indenture relating to the rights of holders in connection with the occurrence of a Subordinated Debt Security Default or Capital Security Default, if any, that may be taken by the trustee upon the occurrence of a Subordinated Debt Security Default or Capital Security Default.

 

By accepting a subordinated debt security or a capital security, as applicable, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or capital securities, as applicable, or the applicable indenture (or between our obligations under or in respect of any subordinated debt security or capital security, as applicable, and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding up.

 

Events of Default and Defaults - General

 

The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or capital security payment event with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments or, in the case of capital securities, missed payments on, any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

 

Subject to exceptions, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.

 

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event occurs and is

 

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continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default or a capital security payment event known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

Consolidation, Merger and Sale of Assets; Assumption

 

We may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities and under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that certain conditions are satisfied, including that under certain indentures we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. However, if we make payment under the guarantee, we shall be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “-Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption. However, the determination of whether the solvency condition has been satisfied shall continue to be made with reference to us, unless applicable law requires otherwise.

 

An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

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Governing Law

 

The debt securities, the guarantees and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions of each series of debt securities and the indentures will be governed by and construed in accordance with the laws of Scotland.

 

Notices

 

All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

 

The Trustees and Securities Administrator

 

The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures with respect to the debt securities other than RBS NotesSM and Retail Corporate Notes issued by RBS plc. Wilmington Trust Company is the trustee under the indentures with respect to RBS NotesSM and Retail Corporate Notes issued by RBS plc. Citibank N.A. is the securities administrator under the indentures with respect to RBS NotesSM and Retail Corporate Notes issued by RBS plc. The trustees shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (“TIA”). Subject to the provisions of the TIA, the trustees are under no obligation to exercise any of the powers vested in it by the indentures at the request of any holder of notes, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon, Wilmington Trust Company and Citibank N.A. in the ordinary course of our business. The Bank of New York Mellon and Citibank, N.A. are also the book-entry depositaries and paying agents with respect to our debt securities. The Bank of New York Mellon is the depositary with respect to the ADSs representing certain of our preference shares, and trustee with respect to certain of our exchangeable capital securities.

 

Consent to Service of Process

 

Under the indentures, we irrevocably designate John Fawcett, Chief Financial Officer, RBS Citizens Financial Group, Inc., as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those courts.

 

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D.            Base Prospectus dated March 31, 2015

 

DESCRIPTION OF DEBT SECURITIES

 

The following is a summary of the general terms that apply to (i) any senior debt securities, subordinated debt securities and capital securities offered by RBSG, and (ii) any senior debt securities and subordinated debt securities offered by RBS plc (acting through its head office or any one of its branches) and guaranteed by RBSG. Consequently, references to “debt securities” in this prospectus, are references to the (i) the senior debt securities, the subordinated debt securities and the capital securities issued by RBSG, or (ii) the senior debt securities and subordinated debt securities issued by RBS plc, acting directly or through one of its branches, as applicable.

 

Guarantee for Debt Securities Issued by RBS plc

 

RBSG will fully and unconditionally guarantee payment in full to the holders of senior debt securities or subordinated debt securities issued by RBS plc and all amounts due and owing under the applicable indenture. The guarantee is set forth in, and forms part of, the indentures under which senior debt securities or subordinated debt securities, as applicable, will be issued by RBS plc.

 

Senior Debt Securities

 

If, for any reason, RBS plc does not make any required payment in respect of its senior debt securities when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of senior debt securities issued by RBS plc may sue RBSG to enforce their rights under the guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the debt securities, assume all of RBS plc’s rights and obligations under the debt securities and upon such assumption, RBS plc will be released from its liabilities under the senior debt indenture and the senior debt securities.

 

Subordinated Debt Securities

 

If, for any reason, RBS plc does not make any required payment in respect of its subordinated debt securities when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a subordinated basis when the guaranteed debt securities are issued under the subordinated debt indenture. Holders of subordinated debt securities issued by RBS plc may sue RBSG to enforce their rights under the subordinated guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the debt securities, assume all of RBS plc’s rights and obligations under the debt securities and upon such assumption, RBS plc will be released from its liabilities under the subordinated debt indenture and subordinated debt securities.

 

Because the guarantee is subordinated, if winding-up proceedings with respect to RBSG should occur, each holder may recover less ratably than the holders of its unsubordinated liabilities. If, in any such winding-up, the amount payable on any guarantee of any series of debt securities and any claims ranking equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution of RBSG’s assets in a winding-up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the guarantee of any debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

In addition, because RBSG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of such subsidiary’s creditors, including, in the case of RBS plc, RBS plc’s depositors, except to the extent that RBSG may be a creditor with recognized claims against RBS plc.

 

Payments

 

We will make any payments of interest and principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

 

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Subordinated Debt Securities

 

We are not required to make payments of interest and principal on the subordinated debt securities and if we fail to make a payment, our obligation to make such payments shall be deferred and such failure to make a payment does not create a default under the applicable subordinated debt indenture. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.

 

Capital Securities

 

We are not required to make payments on any series of capital securities on any payment date and if we fail to make a payment, such failure shall not create a default under the capital securities indenture. Unless the relevant prospectus supplement provides otherwise, any payment that we do not make in respect of any series of capital securities on any applicable payment date, together with any other unpaid payments, so long as they remain unpaid, shall be missed payments and will accumulate until paid. The relevant prospectus supplement will set forth the terms on which all payments, including missed payments, on the capital securities of a particular series outstanding at the time will be treated, including deferral.

 

Subordination

 

Senior Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, senior debt securities constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Subordinated Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, in a winding-up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding-up or otherwise, to the claims of all or any of our creditors, in the manner provided in the applicable subordinated debt indenture.

 

Capital Securities

 

Unless the relevant prospectus supplement provides otherwise, in a winding-up, the principal amount of, and payments and any missed payments on, any series of capital securities will be subordinate to, and subject in right of payment to the prior payment in full of, all Senior Claims. The following are “Senior Claims” in respect of any series of capital securities:

 

·                  all claims of our unsubordinated creditors admitted in the winding-up;

 

·                  all claims of our creditors in respect of liabilities that are, or are expressed to be, subordinated, whether only in the event of a winding-up or otherwise, to the claims of our unsubordinated creditors but not further or otherwise; and

 

·                  all other claims except those that rank, or are expressed to rank, equally with or junior to the claims of any holder of capital securities of any series.

 

 

 

Additional senior claims, if any, may be set forth in the accompanying prospectus supplement.

 

Unless the relevant prospectus supplement provides otherwise, if at any time an order is made or a shareholders’ resolution is passed for a winding-up, any amounts that would have been payable in respect of the capital securities of any series if, on and after the day immediately before the winding-up began, any holder of those capital securities

 

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had been the holder of preference shares in our capital with a preferential right to a return of assets in the winding-up over the holders of all other issued shares, including all classes of our preference shares, will be payable on those capital securities. These amounts will be calculated assuming that such preference shares were entitled, to the exclusion of all other rights or privileges, to receive as a return of capital an amount equal to the principal amount of the capital securities of the series then outstanding, together with all payments accrued to the date of repayment at the rate provided for in those capital securities and any missed payments. Accordingly, no amount will be payable in a winding-up on any series of capital securities until all Senior Claims admitted in the winding-up have been paid in full.

 

General

 

As a consequence of these subordination provisions, if winding-up proceedings should occur, each holder may recover less ratably than the holders of our unsubordinated liabilities and, in the case of the holders of capital securities, the holders of certain of our subordinated liabilities, including the holders of subordinated debt securities. If, in any winding-up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding-up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

In addition, because RBSG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of RBS plc, RBS plc’s depositors, except to the extent that RBSG may be a creditor with recognized claims against RBS plc.

 

Additional Amounts

 

Unless otherwise specified in the relevant prospectus supplement, all amounts to be paid by us on any series of debt securities will be paid without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law.

 

Unless otherwise specified in the relevant prospectus supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts with respect to the principal of and other payments on any series of debt securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the holders of the debt securities of the particular series, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect of such debt securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

 

(i) the holder or the beneficial owner of the debt security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding or ownership of a debt security, or the collection of the payment on any debt security of the relevant series,

 

(ii) except in the case of a winding-up of us in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom,

 

(iii) the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amount on presenting (where presentation is required) the debt security for payment at the close of such 30 day period,

 

(iv) the holder or the beneficial owner of the relevant debt security or the payment on such debt security failed

 

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to comply with a request by us or our liquidator or other authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding,

 

(v) the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any Directive amending, supplementing or replacing such Directive, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives,

 

(vi) the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant debt security to another paying agent in a Member State of the European Union, or

 

(vii) any combination of subclauses (i) through (vi) above,

 

nor shall Additional Amounts be paid with respect to a payment on the debt security to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

As used in this “Additional Amounts” section, the term “payment” means, in the context of Senior Debt Securities and Subordinated Debt Securities, payments of principal, premium, if any, and interest, if any, on such securities, and, in the context of Capital Securities, payments and any missed payments on such securities. Whenever in this prospectus or any prospectus supplement there is mentioned, in the context of Senior Debt Securities or Subordinated Debt Securities, the payment of the principal, premium, if any, or interest, if any, on, or in respect of, any such security of any series, and, in the context of Capital Securities, payments or missed payments on any such security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

Redemption

 

Unless the relevant prospectus supplement provides otherwise, we will, and in the case of capital securities only if the solvency condition is satisfied, have the option to redeem the debt securities of any series as a whole upon (i) not less than five business days, and not more than 60 calendar days’ notice in respect of subordinated debt securities issued by RBS plc and senior debt securities, including Series A Senior Notes, issued by RBSG or (ii) not less than 30 days, and not more than 60 days’ notice in respect of capital securities issued by RBSG, subordinated debt securities issued by RBSG and senior debt securities, including RBS Notes SM and Retail Corporate Notes, issued by RBS plc, to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, if any (including any deferred amounts, if applicable) in the case of senior debt securities and subordinated debt securities, and all payments and missed payments in the case of capital securities, to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of the applicable prospectus supplement:

 

·                  in making any payments, including missed payments in the case of capital securities, on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;

 

·                  payments, including missed payments in the case of capital securities, on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Section

 

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1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or

 

·                  on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced.

 

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, including any conditions to our right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:

 

·                  the redemption date;

 

·                  the amount of debt securities to be redeemed if less than all of the series is to be redeemed;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date; and

 

·                  the place or places at which each holder may obtain payment of the redemption price.

 

In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

 

We or any of our subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law allows and if, in the case of the capital securities, certain other conditions to be specified in the applicable prospectus supplement are satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

 

Under existing U.K. Prudential Regulatory Authority (“PRA”) requirements, we may not make any redemption or repurchase of certain debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities, unless, among other things, we give prior notice to the PRA and, in certain circumstances, it consents or does not raise any objection in advance. The PRA may impose conditions on any redemption or repurchase all of which will be set out in the supplemental indenture with respect to any series of debt securities.

 

Modification and Waiver

 

We and the trustee may make certain modifications and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the holder or holders of not less than a majority in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt security affected that would:

 

·                  change the stated maturity of the principal amount of any subordinated debt security;

 

·                  change the terms of any capital security to include a stated maturity date;

 

·                  reduce the principal amount of, or in the case of subordinated debt securities, the interest rates, or any premium payable upon the redemption of, or the payments, in the case of capital securities or any missed payments, with respect to any debt security;

 

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·                  change our (or any successor’s) obligation to pay Additional Amounts;

 

·                  change the currency of payment;

 

·                  impair the right to institute suit for the enforcement of any payment due and payable;

 

·                  reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default (as such terms are defined below and described in the relevant prospectus supplement);

 

·                  modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or

 

·                  modify the above requirements.

 

In addition, material variations in the terms and conditions of debt securities of any series, including modifications relating to subordination, redemption, a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default (as those terms are defined under the heading “Event of Default and Defaults; Limitations of Remedies” below), or capital security payment events, as described in the relevant prospectus supplement, may require the non-objection from, or consent of, the PRA or its successor.

 

Events of Default and Defaults; Limitation of Remedies

 

Senior Debt Security Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:

 

·                  we do not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, we satisfy the trustee that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it shall not be a Senior Debt Security Event of Default if we act on the advice given to us during the 14 day period by independent legal advisers approved by the trustee; or

 

·                  we breach any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or

 

·                  either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).

 

If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest,

 

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if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against us to enforce payment. Subject to the indenture provisions for the indemnification of the trustee and the securities administrator, as the case may be, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and determined by the trustee. The trustee may also take any other action consistent with the direction that it deems proper.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.

 

By accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against us, whether before or during our winding-up.

 

Subordinated Debt Securities Event of Default or Capital Securities Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities and a “Capital Security Event of Default” with respect to any series of capital debt securities shall result if either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency).

 

If a Subordinated Debt Security Event of Default or Capital Security Event of Default, as the case may be, occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities or capital securities, as the case may be, of each series may declare to be due and payable immediately in accordance with the terms of the applicable indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest and, in the case of capital securities, any missed payments on the securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities or capital securities, as the case may be, of the series may rescind the declaration of accelerations and its consequences, but only if all Subordinated Debt Security Events of Default or Capital Security Events of Default, as the case may be, have been remedied or waived and all payments due, other than those due as a result of acceleration, have been made.

 

Subordinated Debt Securities Defaults or Capital Securities Defaults

 

In addition to Subordinated Debt Security Events of Default and Capital Security Events of Default, the subordinated debt and capital securities indentures also separately provide for “Subordinated Debt Security Defaults” and “Capital Security Defaults”. The relevant prospectus supplement with respect to any series of subordinated debt securities or capital securities shall set out what events, if any, shall be considered Subordinated Debt Security Defaults or Capital Security Defaults. The indentures permit the issuance of subordinated debt securities or capital securities, as applicable, in one or more series and whether a Subordinated Debt Security Default or Capital Security Default has occurred is determined on a series-by-series basis.

 

Unless the relevant prospectus supplement provides otherwise, if a Subordinated Debt Security Default or Capital Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for our winding-up, but the trustee may not declare the principal amount of any outstanding subordinated debt security or capital security, as the case may be, due and payable. The relevant prospectus supplement will set forth further actions provided in the subordinated debt securities indenture and the capital securities indenture relating to the rights of holders in connection with the occurrence of a Subordinated Debt Security Default or Capital Security Default, if any, that may be taken by the trustee upon the occurrence of a Subordinated Debt Security Default or Capital Security Default.

 

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By accepting a subordinated debt security or a capital security, as applicable, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or capital securities, as applicable, or the applicable indenture (or between our obligations under or in respect of any subordinated debt security or capital security, as applicable, and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding-up.

 

Events of Default and Defaults - General

 

The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or capital security payment event with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments or, in the case of capital securities, missed payments on, any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

 

Subject to exceptions, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.

 

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default or a capital security payment event known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default, Capital Security Event of Default, Subordinated Debt Security Default or Capital Security Default, or a capital security payment event has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

Consolidation, Merger and Sale of Assets; Assumption

 

We may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt

 

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securities and under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that certain conditions are satisfied, including that under certain indentures we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. However, if we make payment under the guarantee, we shall be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “-Additional Amounts” above, imposed by the U.K. Taxing Jurisdiction by reason of the guarantee payment. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption. However, the determination of whether the solvency condition has been satisfied shall continue to be made with reference to us, unless applicable law requires otherwise.

 

An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

 

Governing Law

 

The debt securities, the guarantees and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders of each series of subordinated debt securities and capital securities will be governed by and construed in accordance with the laws of Scotland.

 

Notices

 

All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

 

The Trustees and Securities Administrator

 

The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures with respect to the debt securities other than RBS NotesSM and Retail Corporate Notes issued by RBS plc. Wilmington Trust Company is the trustee under the indentures with respect to RBS NotesSM and Retail Corporate Notes issued by RBS plc. Citibank N.A. is the securities administrator under the indentures with respect to RBS NotesSM and Retail Corporate Notes issued by RBS plc. The trustees shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (“TIA”). Subject to the provisions of the TIA, the trustees are under no obligation to exercise any of the powers vested in them by the indentures at the request of any holder of notes, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon, Wilmington Trust Company and Citibank N.A. in the ordinary course of our business. The Bank of New York Mellon and Citibank, N.A. are also the book-entry depositaries and paying agents with respect to our debt securities. The Bank of New York Mellon is the depositary with respect to the ADSs representing certain of our preference shares, and trustee with respect to certain of our exchangeable capital securities.

 

Consent to Service of Process

 

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Under the indentures, we irrevocably designate CT Corporation System as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in The City of New York, New York and we irrevocably submit to the jurisdiction of those courts.

 

 

DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND

CONTINGENT CONVERTIBLE SECURITIES

 

Form of Debt Securities and Contingent Convertible Securities; Book-Entry System

 

Unless the relevant prospectus supplement states otherwise, the debt securities and contingent convertible securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary identified in the applicable prospectus supplement, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear Bank”), as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities or contingent convertible securities, as applicable, are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.

 

Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.

 

The debt securities and contingent convertible securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.

 

The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.

 

Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the actions of DTC, Clearstream Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the records kept by DTC, Clearstream Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

 

DTC, Clearstream Luxembourg, Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. Investors should be aware that DTC, Clearstream Luxembourg, Euroclear and their participants are not obligated to perform these procedures and may modify them or discontinue them at any time.

 

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

 

So long as the depositary, or its nominee, is the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes under the indentures. Except as described below under the heading “-Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities or contingent convertible securities, as applicable, registered in its name, receive or be entitled to receive physical delivery of debt securities or contingent convertible securities, as applicable, in definitive form or be considered the owner or holder of the debt securities or contingent convertible securities, as applicable, under the indentures. Each person having an ownership or other interest in debt securities or contingent

 

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convertible securities, as applicable, must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures, the debt securities or the contingent convertible securities, as applicable.

 

The Clearing Systems

 

DTC, Euroclear and Clearstream Luxembourg have advised us as follows:

 

DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

 

Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities or contingent convertible securities, as applicable. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”) and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

 

Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. Clearstream Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash

 

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accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.

 

Other Clearing Systems

 

We may choose any other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

 

Payments on the Global Security

 

Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities or contingent convertible securities, as applicable, in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.

 

Primary Distribution

 

The distribution of debt securities and contingent convertible securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities and contingent convertible securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

 

Clearance and settlement procedures may vary from one series of debt securities and contingent convertible securities, as applicable, to another according to the currency that is chosen for the specific series of debt securities or contingent convertible securities. Customary clearance and settlement procedures are described below.

 

We will submit applications to the relevant system or systems for the debt securities and contingent convertible securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.

 

Clearance and Settlement Procedures-DTC

 

DTC participants that hold debt securities or contingent convertible securities, as applicable, through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.

 

Debt securities and contingent convertible securities, as applicable, will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities or contingent convertible securities, as applicable, will be credited free of payment on the settlement date.

 

Clearance and Settlement Procedures-Euroclear and Clearstream Luxembourg

 

We understand that investors that hold debt securities or contingent convertible securities, as applicable, through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.

 

Debt securities or contingent convertible securities, as applicable, will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

 

Secondary Market Trading

 

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Trading Between DTC Participants

 

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.

 

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

 

Trading Between Euroclear and/or Clearstream Luxembourg Participants

 

We understand that secondary market trading between Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for securities.

 

Trading Between a DTC Seller and a Euroclear or Clearstream Luxembourg Purchaser

 

A purchaser of debt securities or contingent convertible securities, as applicable, that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities or contingent convertible securities, as applicable, from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream Luxembourg to receive the debt securities or contingent convertible securities, as applicable, either against payment or free of payment.

 

The interests in the debt securities or contingent convertible securities, as applicable, will be credited to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures. Credit for the debt securities or contingent convertible securities, as applicable, will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities or contingent convertible securities, as applicable, will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual settlement date instead.

 

Euroclear participants or Clearstream Luxembourg participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities or contingent convertible securities, as applicable, are credited to their accounts one business day later.

 

As an alternative, if Euroclear or Clearstream Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing debt securities or contingent convertible securities, as applicable, would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt securities or contingent convertible securities, as applicable, would accrue from the value date. Therefore, in many cases, the investment income on debt securities or contingent convertible securities, as applicable, that is earned during that one-business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.

 

Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities or contingent convertible securities, as applicable, to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.

 

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Special Timing Considerations

 

Investors should be aware that they will only be able to make and receive deliveries, payments and other communications involving the debt securities or contingent convertible securities, as applicable, through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

 

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities or contingent convertible securities, as applicable, or to receive or make a payment or delivery of the debt securities or contingent convertible securities, as applicable, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream Luxembourg or Euroclear is used.

 

Issuance of Definitive Securities

 

So long as the depositary holds the global securities of a particular series of debt securities or contingent convertible securities, as applicable, such global securities will not be exchangeable for definitive securities of that series unless:

 

·                  the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or contingent convertible securities, as applicable, or the depositary ceases to be a clearing agency registered under the Exchange Act;

 

·                  we are wound up and we fail to make a payment on the debt securities or contingent convertible securities, as applicable, when due; or

 

·                  at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities or contingent convertible securities should be exchanged for definitive debt securities or contingent convertible securities, as applicable, of that series in registered form.

 

Each person having an ownership or other interest in a debt security or contingent convertible security, as applicable, must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities or contingent convertible securities, as applicable, shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.

 

Unless otherwise specified in the relevant prospectus supplement, definitive debt securities and definitive contingent convertible securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.

 

Payments in respect of each series of definitive securities and definitive contingent convertible securities will be made to the person in whose name such definitive securities are registered as it appears in the register for that series of debt securities or contingent convertible securities, as applicable. Payments will be made in respect of the debt securities or contingent convertible securities, as applicable, by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.

 

If we issue definitive debt securities or contingent convertible securities, as applicable, of a particular series in exchange for a particular global security, the depositary, as holder of that global security, will surrender it against receipt of the definitive debt securities or contingent convertible securities, as applicable, cancel the book-entry debt

 

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securities or contingent convertible securities, as applicable, of that series, and distribute the definitive debt securities or contingent convertible securities, as applicable, of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.

 

If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.

 

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E.            Base Prospectus dated December 13, 2017

 

DESCRIPTION OF DEBT SECURITIES

 

The following is a summary of the general terms that apply to any senior debt securities and subordinated debt securities offered by RBSG. Consequently, references to “debt securities” in this prospectus, are references to senior debt securities and the subordinated debt securities issued by RBSG.

 

Payments

 

We will make any payments of interest and principal, on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.

 

Subordinated Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, our obligation to make such payment shall be deferred and such failure to make a payment does not create a default under the applicable subordinated debt indenture. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.

 

Subordination

 

Senior Debt Securities

 

Unless the relevant prospectus supplement provides otherwise, senior debt securities constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Subordinated Debt Securities

 

If we issue subordinated debt securities, the applicable prospectus supplement relating to the subordinated debt securities will include a description of the subordination provisions that apply to the subordinated debt securities.

 

Unless the relevant prospectus supplement provides otherwise, in a winding-up or qualifying administration, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding-up, qualifying administration or otherwise, to the claims of all or any of our creditors, in the manner provided in the applicable subordinated debt indenture.

 

General

 

As a consequence of these subordination provisions, if winding-up proceedings or a qualifying administration should occur, each holder of subordinated debt securities may recover less ratably than the holders of our unsubordinated liabilities (including holders of senior debt securities). If, in any winding-up or qualifying administration, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding-up or a qualifying administration in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up, liquidation or qualifying administration, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.

 

In addition, because RBSG is a holding company, its rights to participate in the assets of any subsidiary as a shareholder if such subsidiary is liquidated will be subject to the prior claims of such subsidiary’s creditors.

 

Additional Amounts

 

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All amounts to be paid by us on any series of debt securities will be paid without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law.

 

Unless otherwise specified in the relevant prospectus supplement, if deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, we will pay such additional amounts with respect to the principal of, premium, if any, and interest, if any, on any series of debt securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the holders of the debt securities of the particular series, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect of such debt securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that:

 

(i) the holder or the beneficial owner of the debt security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding or ownership of a debt security, or the collection of the payment on any debt security of the relevant series,

 

(ii) except in the case of a winding-up of us in the United Kingdom, the relevant debt security is presented (where presentation is required) for payment in the United Kingdom,

 

(iii) the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to such Additional Amount on presenting (where presentation is required) the debt security for payment at the close of such 30 day period,

 

(iv) the holder or the beneficial owner of the relevant debt security or the payment on such debt security failed to comply with a request by us or our liquidator or other authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding,

 

(v) the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any Directive amending, supplementing or replacing such Directive, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives,

 

(vi) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement,

 

(vii) the relevant debt security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant debt security to another paying agent in a Member State of the European Union, or

 

(viii) any combination of subclauses (i) through (vii) above,

 

nor shall Additional Amounts be paid with respect to a payment on the debt security to any holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

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As used in this “Additional Amounts” section, the term “payment” means, in the context of senior debt securities and subordinated debt securities, payments of principal of, premium, if any, and interest, if any, on such securities. Whenever in this prospectus or any prospectus supplement there is mentioned, in the context of senior debt securities or subordinated debt securities, the payment of the principal, premium, if any, or interest, if any, on, or in respect of, any such security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this “Additional Amounts” section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

Redemption

 

Unless the relevant prospectus supplement provides otherwise, we will have the option to redeem the debt securities of any series as a whole upon (i) not less than five business days, and not more than 60 calendar days’ notice in respect of the senior debt securities, or (ii) not less than 30 days, and not more than 60 days’ notice in respect of our subordinated debt securities, to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid payments of interest, if any (including any deferred amounts in the case of subordinated debt securities), to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date specified in the terms of the debt securities:

 

·                  in making any payments on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay Additional Amounts;

 

·                  payments on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the time being); or

 

·                  on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced.

 

In each case we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent English counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, including any conditions to our right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:

 

·                  the redemption date;

 

·                  the amount of debt securities to be redeemed if less than all of the series is to be redeemed;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to debt securities

 

In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate.

 

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We or any of our subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender or by private agreement, if applicable law allows and if, in the case of the subordinated debt securities, certain other conditions which may be specified in the applicable prospectus supplement are satisfied. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.

 

Under existing U.K. Prudential Regulatory Authority (“PRA”) requirements, we may not make any redemption or repurchase of certain debt securities beneficially for our own account unless, among other things, we give prior notice to the PRA and, in certain circumstances, it grants permission. The PRA may impose conditions on any redemption or repurchase all of which will be set out in the prospectus supplement and supplemental indenture with respect to any series of debt securities.

 

Modification and Waiver

 

We and the trustee may make certain modifications and amendments of the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the holder or holders of not less than a majority in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, we may not make any modification or amendment without the consent of the holder of each debt security affected that would:

 

·                  change the stated maturity of the principal amount of any debt security;

 

·                  reduce the principal amount of, the interest rates of, or any premium payable upon the redemption of, any debt security;

 

·                  change our (or any successor’s) obligation to pay Additional Amounts;

 

·                  change the currency of payment;

 

·                  impair the right to institute suit for the enforcement of any payment due and payable;

 

·                  reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below and described in the relevant prospectus supplement);

 

·                  modify the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or

 

·                  modify the above requirements.

 

In addition, variations in the terms and conditions of debt securities of any series, including modifications relating to subordination, redemption, a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as those terms are defined under the heading “Event of Default and Defaults; Limitations of Remedies” below), as described in the relevant prospectus supplement, may require the non-objection from, or consent of, the PRA or its successor.

 

Events of Default and Defaults; Limitation of Remedies

 

Senior Debt Security Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:

 

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·                  we do not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within a further 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, we satisfy the trustee that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it shall not be a Senior Debt Security Event of Default if we act on the advice given to us during the 14 day period by independent legal advisers approved by the trustee; or

 

·                  we breach any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or

 

·                  either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).

 

If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against us to enforce payment. Subject to the indenture provisions for the indemnification of the trustee and the securities administrator, as the case may be, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name or and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and determined by the trustee. The trustee may also take any other action consistent with the direction that it deems proper.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.

 

Unless the relevant prospectus supplement provides otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against us, whether before or during our winding-up.

 

Subordinated Debt Securities Event of Default

 

Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities shall result if either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a scheme of amalgamation or reconstruction not involving our bankruptcy or insolvency).

 

If a Subordinated Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the applicable indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest. However, after this declaration but before the trustee obtains a

 

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judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of accelerations and its consequences, but only if all Subordinated Debt Security Events of Default have been remedied or waived and all payments due, other than those due as a result of acceleration, have been made.

 

Subordinated Debt Securities Defaults

 

In addition to Subordinated Debt Security Events of Default, the subordinated debt indenture also separately provides for “Subordinated Debt Security Defaults”. The relevant prospectus supplement with respect to any series of subordinated debt securities shall set out what events, if any, shall be considered Subordinated Debt Security Defaults. The indenture permits the issuance of subordinated debt securities in one or more series and whether a Subordinated Debt Security Default has occurred is determined on a series-by-series basis.

 

Unless the relevant prospectus supplement provides otherwise, if a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for our winding-up, but the trustee may not declare the principal amount of any outstanding subordinated debt security due and payable. The relevant prospectus supplement will set forth further actions provided in the subordinated debt securities indenture relating to the rights of holders in connection with the occurrence of a Subordinated Debt Security Default, if any, that may be taken by the trustee upon the occurrence of a Subordinated Debt Security Default.

 

Unless the relevant prospectus supplement provides otherwise, by accepting a subordinated debt security each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or the indenture (or between our obligations under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding-up.

 

Events of Default and Defaults - General

 

The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.

 

Subject to exceptions, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.

 

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or

 

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Subordinated Debt Security Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

Consolidation, Merger and Sale of Assets; Assumption

 

We may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities and under the applicable indenture, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that certain conditions are satisfied, including that under certain indentures we unconditionally guarantee the obligations of the subsidiary under the debt securities of that series. If we do and the other relevant conditions for such assumption are satisfied, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by the U.K. Taxing Jurisdiction, rather than taxes imposed by the U.K. Taxing Jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “—Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.

 

An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

Governing Law

 

The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders of each series of subordinated debt securities will be governed by and construed in accordance with the laws of Scotland.

 

Notices

 

All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

 

Until such time as any definitive securities are issued, there may, so long as any global securities in registered form representing the debt securities are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the debt securities, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the debt securities to the trustee shall be in writing to the trustee at its corporate trust office. While any of the debt securities are represented by a global securities in registered form, such notice may be given by any holder to the trustee through DTC in such manner as DTC may approve for this purpose.

 

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The Trustees and Securities Administrator

 

The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures with respect to the debt securities. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939 (the “TIA”). Subject to the provisions of the TIA, the trustees are under no obligation to exercise any of the powers vested in them by the indentures at the request of any holder of notes, unless offered reasonable indemnity by the holder against the costs, expense and liabilities which might be incurred thereby. We and certain of our subsidiaries maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also the book-entry depositary and paying agent with respect to our debt securities. The Bank of New York Mellon is the depositary with respect to the ADSs representing certain of our preference shares.

 

 

DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND
CONTINGENT CONVERTIBLE SECURITIES

 

Agreement with Respect to the Exercise of U.K. Bail-in Power

 

The senior debt securities indenture contains, and RBSG expects that any supplemental indenture to the senior debt securities indenture, subordinated debt securities indenture and contingent convertible securities indenture, as required, will contain, in respect of the securities governed thereby, certain provisions substantially to the following effect. In addition, such provisions will be more fully set out in the relevant supplemental indenture and summarized in the relevant prospectus supplement.

 

The securities may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the U.K. bail-in power applies to the securities of a series, by its acquisition of the securities, each holder of such securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation of the terms of securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.

 

The exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a default or an Event of Default under the terms of the securities or the indentures.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

Form of Debt Securities and Contingent Convertible Securities; Book-Entry System

 

Unless the relevant prospectus supplement states otherwise, the debt securities and contingent convertible

 

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securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary identified in the applicable prospectus supplement, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear Bank”), as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities or contingent convertible securities, as applicable, are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.

 

Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.

 

The debt securities and contingent convertible securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.

 

The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.

 

Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the actions of DTC, Clearstream Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the records kept by DTC, Clearstream Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

 

DTC, Clearstream Luxembourg, Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. Investors should be aware that DTC, Clearstream Luxembourg, Euroclear and their participants are not obligated to perform these procedures and may modify them or discontinue them at any time.

 

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

 

So long as the depositary, or its nominee, is the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities or contingent convertible securities, as applicable, registered in its name, receive or be entitled to receive physical delivery of debt securities or contingent convertible securities, as applicable, in definitive form or be considered the owner or holder of the debt securities or contingent convertible securities, as applicable, under the indentures. Each person having an ownership or other interest in debt securities or contingent convertible securities, as applicable, must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures, the debt securities or the contingent convertible securities, as applicable.

 

The Clearing Systems

 

DTC, Euroclear and Clearstream Luxembourg have advised us as follows:

 

DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial

 

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Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

 

Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities or contingent convertible securities, as applicable. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”) and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

 

Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. Clearstream Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.

 

Other Clearing Systems. We may choose any other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

 

Payments on the Global Security

 

Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities or contingent convertible securities, as applicable, in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable.

 

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Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.

 

Primary Distribution

 

The distribution of debt securities and contingent convertible securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities and contingent convertible securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

 

Clearance and settlement procedures may vary from one series of debt securities and contingent convertible securities, as applicable, to another according to the currency that is chosen for the specific series of debt securities or contingent convertible securities. Customary clearance and settlement procedures are described below.

 

We will submit applications to the relevant system or systems for the debt securities and contingent convertible securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.

 

Clearance and Settlement Procedures - DTC

 

DTC participants that hold debt securities or contingent convertible securities, as applicable, through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.

 

Debt securities and contingent convertible securities, as applicable, will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities or contingent convertible securities, as applicable, will be credited free of payment on the settlement date.

 

Clearance and Settlement Procedures - Euroclear and Clearstream Luxembourg

 

We understand that investors that hold debt securities or contingent convertible securities, as applicable, through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.

 

Debt securities or contingent convertible securities, as applicable, will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

 

Secondary Market Trading

 

Trading Between DTC Participants

 

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.

 

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

 

Trading Between Euroclear and/or Clearstream Luxembourg Participants

 

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We understand that secondary market trading between Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for securities.

 

Trading Between a DTC Seller and a Euroclear or Clearstream Luxembourg Purchaser

 

A purchaser of debt securities or contingent convertible securities, as applicable, that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities or contingent convertible securities, as applicable, from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream Luxembourg to receive the debt securities or contingent convertible securities, as applicable, either against payment or free of payment.

 

The interests in the debt securities or contingent convertible securities, as applicable, will be credited to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures. Credit for the debt securities or contingent convertible securities, as applicable, will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities or contingent convertible securities, as applicable, will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual settlement date instead.

 

Euroclear participants or Clearstream Luxembourg participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities or contingent convertible securities, as applicable, are credited to their accounts one business day later.

 

As an alternative, if Euroclear or Clearstream Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing debt securities or contingent convertible securities, as applicable, would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt securities or contingent convertible securities, as applicable, would accrue from the value date. Therefore, in many cases, the investment income on debt securities or contingent convertible securities, as applicable, that is earned during that one-business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.

 

Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities or contingent convertible securities, as applicable, to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.

 

Special Timing Considerations

 

Investors should be aware that they will only be able to make and receive deliveries, payments and other communications involving the debt securities or contingent convertible securities, as applicable, through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

 

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities or contingent convertible securities, as applicable, or to receive or make a payment or delivery of the debt securities or contingent convertible securities, as applicable, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels,

 

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depending on whether Clearstream Luxembourg or Euroclear is used.

 

Issuance of Definitive Securities

 

So long as the depositary holds the global securities of a particular series of debt securities or contingent convertible securities, as applicable, such global securities will not be exchangeable for definitive securities of that series unless:

 

·                  the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or contingent convertible securities, as applicable, or the depositary ceases to be a clearing agency registered under the Exchange Act;

 

·                  we are wound up and we fail to make a payment on the debt securities or contingent convertible securities, as applicable, when due; or

 

·                  at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities or contingent convertible securities should be exchanged for definitive debt securities or contingent convertible securities, as applicable, of that series in registered form.

 

Each person having an ownership or other interest in a debt security or contingent convertible security, as applicable, must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities or contingent convertible securities, as applicable, shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.

 

Unless otherwise specified in the relevant prospectus supplement, definitive debt securities and definitive contingent convertible securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.

 

Payments in respect of each series of definitive securities and definitive contingent convertible securities will be made to the person in whose name such definitive securities are registered as it appears in the register for that series of debt securities or contingent convertible securities, as applicable. Payments will be made in respect of the debt securities or contingent convertible securities, as applicable, by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.

 

If we issue definitive debt securities or contingent convertible securities, as applicable, of a particular series in exchange for a particular global security, the depositary, as holder of that global security, will surrender it against receipt of the definitive debt securities or contingent convertible securities, as applicable, cancel the book-entry debt securities or contingent convertible securities, as applicable, of that series, and distribute the definitive debt securities or contingent convertible securities, as applicable, of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.

 

If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days

 

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after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.

 

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TIER 1 SECURITIES

 

A.                 Dollar Perpetual Regulatory Tier 1 Securities

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated June 5, 2001, set out on pages 33 to 42 of this exhibit.

 

Prospectus Supplement:

 

CERTAIN TERMS OF THE PROS

 

General

 

The following summary description of the material terms and provisions of the prospectus (PROs) supplements the description of certain terms and provisions of the capital securities of any series set forth in the accompanying prospectus under the heading “Description of Debt Securities”. Reference is hereby made to such description for additional information relating to the PROs. The terms described here, together with the terms of the capital securities contained in the accompanying prospectus constitute a description of the material terms of the PROs. In cases of inconsistency between the terms described here and the relevant terms of the prospectus, the terms presented here will apply and replace those described in the prospectus.

 

The PROs will be issued under a capital securities indenture and a first supplemental indenture, each dated as of August 20, 2001 between us and The Bank of New York as Trustee. We refer to the base capital securities indenture and the first supplemental indenture collectively as the indenture. The PROs will be treated as a separate series of our capital securities for all purposes. We will file a copy of the indenture relating to the PROs and the form of the PROs with the Securities and Exchange Commission.

 

Given that the following description is a summary, the description may not contain all of the information that is important to you as a potential purchaser of the PROs. If you purchase the PROs, your rights will be determined by the PROs, the indenture and the Trust Indenture Act of 1939. In light of this, we urge you to read the indenture and the form of the PROs filed with the Securities and Exchange Commission before making an investment decision. You can read the indenture and the form of PROs at the locations listed under “Where You Can Find More Information” in the accompanying prospectus.

 

As of August 9, 2001, our issued and outstanding non-cumulative preference shares, which are intended to rank equally with the PROs as to any distribution of our surplus assets in the event that we are wound up or liquidated, have a US dollar-equivalent aggregate liquidation preference of approximately $5,949 million.

 

Interest

 

Interest on the PROs will be payable from the date of issue of the PROs calculated on the basis of a 360-day year of twelve 30 day months and, in the case of an incomplete month, the actual number of days elapsed. Interest on the PROs will be payable (i) semi-annually in arrears on March 31 and September 30 of each year, at a fixed rate per annum on their outstanding principal amount equal to 7.648%, commencing September 30, 2001 and ending September 30, 2031, and (ii) thereafter quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, at a variable rate per annum on their outstanding principal amount equal to 2.50% per annum above three-month dollar LIBOR (as defined below).

 

Each such date is an interest payment date and each period from and including an interest payment date or the date of initial issuance, as applicable, to but excluding the next interest payment date, is an interest period; provided that if any interest payment date in respect of the PROs is not a business day, interest will be payable on the next business day, unless such next business day falls in a different calendar month, in which case interest shall be payable on the business day preceding such interest payment date.

 

As used in this prospectus supplement, three-month dollar LIBOR means a rate determined on the basis of the offered rates for three-month US dollar deposits commencing on the first day of the relevant interest period, which appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on the determination date. If such rate

 

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does not appear on Telerate Page 3750, three-month dollar LIBOR will be determined on the basis of the rates that three-month US dollar deposits, commencing on the first day of the relevant interest period and in a principal amount of not less than $1,000,000, are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the calculation agent after consultation with us, at approximately 11:00 a.m., London time, on that determination date. The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, three-month dollar LIBOR with respect to that determination date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, three-month dollar LIBOR with respect to that determination date will be the arithmetic mean of the rates quoted by three major money center banks in New York City selected by the calculation agent after consultation with us, at approximately 11:00 a.m., New York City time, on the relevant determination date for loans in US dollars to leading European banks for a three-month period commencing on the first day of the relevant interest period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described in this paragraph, three-month dollar LIBOR for the applicable period will be the same as three-month dollar LIBOR as determined on the previous interest period.

 

For purposes of the foregoing:

 

determination date” for an interest period means two London banking days prior to the first day of the relevant interest period.

 

London banking day” means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business in London.

 

Telerate Page 3750” means the display designated as “Page 3750’’ on the Bridge/Telerate Service (or such other page as may replace Page 3750 on that service) or such other service or services as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying London interbank offered rates for US dollar deposits.

 

All percentages resulting from any calculations on the PROs will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 percent being rounded up to 0.00001 percent), and all other dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

 

Payments

 

Payments of any amounts in respect of any global PROs will be made by the trustee to DTC.

 

Except in a winding-up, all payments on the PROs will be conditional upon our being solvent at the time of payment, and we will not make any payment unless we will still be solvent immediately afterwards. This is called the solvency condition. For this purpose, we shall be solvent (i) if we are able to pay our debts as they fall due and (ii) our total non-consolidated assets exceed our total non-consolidated liabilities (other than liabilities that do not constitute “Senior Claims’’ (as defined under “-- Subordination’’ below)). A report as to our solvency by a director or, in certain circumstances, our auditors shall, unless there is a manifest error, be treated and accepted by us, the trustee, the calculation agent and any holder of PROs as correct and sufficient evidence of solvency or insolvency. If we fail to make any payment as a result of failure to satisfy the solvency condition, that payment will constitute a Missed Payment and will accumulate with any other Missed Payments until paid. In a winding-up, the amount payable on the PROs will be determined in accordance with the subordination provisions described under “-- Subordination’’ below.

 

You should note that if we are unable to make any payment on the PROs of any series because we are not able to satisfy the solvency condition, the amount of any payment which we would otherwise make will be available to meet our losses.

 

Deferral of Interest; Missed Payments

 

Payments of interest on the PROs will be subject to deferral in the following circumstances:

 

·                  Except in the case of a mandatory interest payment, we may elect to defer any interest payment on the PROs for any period of time.

 

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·                  If payments stated to be payable on any date have not been made on our non-cumulative preference shares or any other parity securities, then we will defer interest payments on the PROs payable on such date, unless a mandatory interest payment on the PROs is due.

 

If, in our judgment, at the time of any interest payment we are not in compliance with, or the payment of such interest would cause us to breach any UK capital adequacy requirements applicable to us, then we may elect to defer such interest payment on the PROs. If we do not defer payment under these circumstances, then we will be obligated to satisfy such payment in accordance with the alternative coupon satisfaction mechanism described below. We refer to a non-deferred payment in these circumstances as an Exceptional Payment.

 

Any interest payment that we do not make in respect of the PROs on any applicable payment date, together with any other scheduled interest payments on the PROs that we do not make shall, so long as they remain unpaid, constitute Missed Payments and will accumulate until paid in full. We are permitted to satisfy our obligation to pay Missed Payments and Exceptional Payments only in accordance with the alternative coupon satisfaction mechanism. See “--Alternative Coupon Satisfaction Mechanism’’ below.

 

Missed Payments that are deferred in the circumstances described in the second and third bullet points above are referred to herein as Exceptional Missed Payments and Missed Payments that are deferred in any other circumstances are referred to herein as Elective Missed Payments. Exceptional Missed Payments will not bear interest. Elective Missed Payments will accrue interest until paid at the rate in effect from time to time on the PROs, and all references in this prospectus supplement to Elective Missed Payments shall be deemed to include interest on Elective Missed Payments. Exceptional Missed Payments and Elective Missed Payments are collectively referred to as Missed Payments.

 

A holder of PROs is required to notify us if at any time such PROs holder owns 10% or more of our voting stock, and we have the right to suspend interest payments to any such holder. Interest payments made to holders of PROs generally will be deemed to have been paid in respect of any such suspended payment. Any payments so suspended, including but not limited to mandatory interest payments, payments on any Missed Payment Satisfaction Date and Exceptional Payments, will be deemed satisfied with respect to the PROs of such holder and may not be subsequently claimed.

 

If any Missed Payments are outstanding on the PROs, then neither we nor any entity that we control may, directly or indirectly, (a) declare or pay a dividend or make any other payment on any parity securities or on any junior securities, or (b) redeem, purchase or otherwise acquire any parity securities or any junior securities, in each case until such Missed Payments have been paid in full in accordance with the alternative coupon satisfaction mechanism. In addition, neither we nor any entity that we control may, directly or indirectly, redeem, purchase or otherwise acquire any parity securities or any junior securities until such time as current interest payments on the PROs in respect of successive interest periods following any Missed Payment Satisfaction Date aggregating no less than 12 months shall have been paid in full.

 

Mandatory Interest Payment

 

If we or any entity that we control pays, directly or indirectly, a dividend or distribution or makes any other payment on, or redeems, purchases or otherwise acquires, any parity securities or any junior securities (other than in connection with dealing in securities in the ordinary course of business for us or such entity), then, subject to the solvency condition and provided that we are in compliance with, and the payment of such interest would not cause us to breach any, UK capital adequacy requirements applicable to us, we may not defer any interest payment on the PROs on the interest payment date falling on, or, if the date of such dividend, distribution or other payment or of such redemption, purchase or other acquisition is not a PROs interest payment date, on the next occurring PROs interest payment date after, the date of such dividend, distribution or other payment or such redemption, purchase or other acquisition. We refer to the interest payment for the then-current interest period in these circumstances as a mandatory interest payment. A mandatory interest payment may, but is not required to, except in the case of Exceptional Payments, be satisfied pursuant to the alternative coupon satisfaction mechanism, provided that we may not elect to use the alternative coupon satisfaction mechanism in respect of any interest payment unless at the time of such election we have sufficient ordinary shares to make such interest payment in its entirety.

 

For purposes of the foregoing:

 

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parity securities means (i) our non-cumulative preference shares, (ii) any guarantee by us of securities of another issuer that is expressed to rank equally with our non-cumulative preference shares (a “parity guarantee”), (iii) any securities issued by any entity that we control, benefitting from a parity guarantee and (iv) any of our other securities expressed to rank equally with the PROs as to interest or dividend payments; and

 

junior securities means (i) all of our share capital other than our cumulative preference shares and parity securities and (ii) any of our other securities expressed to rank junior to the PROs.

 

Dividends or distributions or other payments paid on parity securities shall be deemed not to include any nominal special dividends payable on our non-cumulative preference shares under our articles of association. For the avoidance of doubt, any issue of bonus or other scrip stock or securities in respect of parity or junior securities shall be treated as a dividend in respect of such securities.

 

Under the terms of our non-cumulative preference shares, if, in the opinion of the Board of Directors, the payment of any dividend on any series of non-cumulative preference shares would breach or cause a breach of the Financial Services Authority’s capital adequacy requirements, then we will not pay such dividend.

 

Missed Payment Satisfaction Date

 

We may choose to pay any Missed Payments in whole or in part at any time on not less than 16 business days’ notice to the trustee, provided that we are in compliance with our capital adequacy requirements at such time and the payment of such interest would not cause us to breach such capital adequacy requirements. If we give a notice that we intend to pay all or part of the outstanding Missed Payments on the PROs, then such Missed Payments shall be satisfied in accordance with the alternative coupon satisfaction mechanism at the time specified in our notice. Furthermore, all Missed Payments on any PROs outstanding shall be satisfied in accordance with the alternative coupon satisfaction mechanism in full on the date upon which (i) we or any entity that we control pay a dividend or make any other payment on any parity securities or on any junior securities or (ii) we or any entity that we control redeem, purchase or otherwise acquire any parity securities or junior securities other than a repurchase in connection with dealing in securities. Each such date that Missed Payments are required to be satisfied in accordance with the alternative coupon satisfaction mechanism is referred to as a Missed Payment Satisfaction Date.

 

Alternative Coupon Satisfaction Mechanism

 

General

 

We are permitted to satisfy our obligation to pay any Missed Payment or Exceptional Payment only in accordance with the procedure described below which we refer to as the alternative coupon satisfaction mechanism. Subject to satisfaction of the solvency condition, we may by giving not less than 16 business days’ notice to the trustee elect, but shall not be required, except in the case of Exceptional Payments, to follow the alternative coupon satisfaction mechanism in order to satisfy our obligation to pay any other interest payment, including any mandatory interest payment, provided that we may not elect to use the alternative coupon satisfaction mechanism in respect of any such interest payment unless at the time of such election we have sufficient authorized ordinary shares and the necessary directors’ authority to make such interest payment in its entirety.

 

Our obligation to pay in accordance with the alternative coupon satisfaction mechanism will be satisfied as follows:

 

·                  we will give at least 16 business days’ notice to the trustee, any paying agent, the calculation agent and holders of the PROs of the forthcoming payment date;

 

·                  as soon thereafter as reasonably practicable, the calculation agent will procure purchasers for such ordinary shares;

 

·                  before such payment date, we will issue to the trustee or its agent ordinary shares having, in the judgment of the calculation agent, an aggregate fair market value not less than the aggregate amount of interest payments and any other payments that are to be satisfied on such payment date plus the claims for the costs and expenses to be borne by us in connection with using the alternative coupon satisfaction mechanism (including, without limitation, the fees and expenses of the calculation agent and the trustee);

 

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·                  the trustee will transfer such ordinary shares as instructed by the calculation agent, and the trustee (or any paying agent) will collect any sales proceeds;

 

·                  on such payment date, the trustee (or any paying agent) will apply such sales proceeds towards applicable payments to be satisfied;

 

·                  if we are not able to raise sufficient proceeds to pay applicable payments on the PROs through the sale of ordinary shares, then we will distribute the proceeds that we do raise from the sale of the ordinary shares among all the holders of PROs, pro rata. Payment of the remaining portion of applicable payments on the PROs will be made to holders through delivery by us to the Trustee or its agent of additional ordinary shares, and repetition of the process described above; and

 

·                  if, pursuant to the alternative coupon satisfaction mechanism, proceeds are raised in excess of the amount required to pay the applicable payments plus the claims for the fees, costs and expenses to be borne by us in connection with using the alternative coupon satisfaction mechanism, any remaining proceeds shall be paid to us.

 

If we elect or are required to make any payment in accordance with the alternative coupon satisfaction method, the issuance of our ordinary shares to the trustee or its agent will satisfy the relevant payment or the relevant part of such payment. The proceeds from the sale of ordinary shares pursuant to the alternative coupon satisfaction method will be paid to you by the trustee or any paying agent in respect of the relevant payment.

 

Certain Conditions; Sufficiency and Availability of Ordinary Shares

 

The ability for us to use the alternative coupon satisfaction mechanism to satisfy our payment obligations on the PROs is subject to the following conditions:

 

·                  we will not be required to issue or sell any ordinary shares, or cause them to be sold, at a price below the nominal value of our ordinary shares, currently 25 pence per share;

 

·                  we must have a sufficient number of authorized but unissued ordinary shares at the relevant payment date; and

 

·                  our directors must have all the necessary authority under UK law to allot and issue a sufficient number of ordinary shares at the relevant time of payment.

 

At the date of this prospectus supplement, we have a sufficient number of authorized but unissued ordinary shares and our directors have the necessary authority to make the interest payments required to be made in respect of the PROs during the next 12-month period, assuming the alternative coupon satisfaction mechanism is used for each interest payment during such 12-month period.

 

In addition, we have agreed that for so long as any PROs remain outstanding we will review our ordinary share price and relevant exchange rates prior to each annual meeting of our shareholders. If we determine as the result of any such review that we do not have a sufficient number of authorized but unissued ordinary shares to permit us to issue at that date a number of ordinary shares equal to the amount of Missed Payments, if any, together with the interest payments for the next 12 months on the PROs, and/or if our directors do not have the necessary authority to allot and issue such number of ordinary shares, then at the next annual shareholders’ meeting, we will propose resolutions to increase the number of authorized but unissued ordinary shares and the directors’ authority to allot and issue ordinary shares to the level that would enable us to issue at that date a sufficient number of ordinary shares to enable payment of Missed Payments, if any, together with interest for the next 12 months on the PROs pursuant to the alternative coupon satisfaction mechanism.

 

In the event we do not have a sufficient number of authorized but unissued ordinary shares and/or our directors do not have the necessary authority to allot and issue a sufficient number of ordinary shares to permit, at the relevant time, the payment of all amounts on the PROs and any other parity securities that include provisions for settlement of interest through the issuance of ordinary shares that are to be satisfied on such date, then we will issue the maximum number of ordinary shares which we are legally permitted to issue at that time and allocate such authorized but unissued ordinary shares among the PROs and any other parity securities that include provisions for settlement of interest through the issuance of ordinary shares, pro rata. We will use the alternative coupon

 

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satisfaction mechanism outlined above and the trustee or its agent will distribute the proceeds of this sale among all the holders of the PROs pro rata, in respect of such amounts.

 

Any portion of the payments on the PROs that are to be satisfied using the alternative coupon satisfaction mechanism but for which ordinary shares are not issued because we do not have a sufficient number of authorized but unissued ordinary shares and/or because our directors do not have the necessary authority to allot and issue a sufficient number of ordinary shares or for any other reason, if not otherwise paid, will be outstanding Missed Payments and will, unless such Missed Payment is an Exceptional Missed Payment, continue to accrue interest.

 

In the event we are to satisfy all or part of any payment in accordance with the alternative coupon satisfaction mechanism and we do not have a sufficient number of ordinary shares authorized to be issued on the relevant date and the necessary authority for our directors to issue such shares, we have agreed to hold an annual general meeting or an extraordinary general meeting within six months of such date for the purpose of obtaining authorization and the necessary directors’ authority to allot and issue ordinary shares that would enable us to issue at that date a sufficient number of ordinary shares to enable payment of all Missed Payments together with interest for the next 12 months on the PROs pursuant to the alternative coupon satisfaction mechanism. Following such authorization, if any Missed Payments remain unpaid, payment thereof will be made to holders through delivery by us to the Trustee or its agent of additional ordinary shares to the extent available following repetition of the process described above.

 

If we hold an annual general meeting or extraordinary general meeting and fail to obtain the requested authorization or fail to obtain authorization to issue ordinary shares in an amount sufficient to satisfy payment in full, then at each annual shareholders’ meeting thereafter, we will propose resolutions to increase the number of authorized but unissued ordinary shares and the directors’ authority to allot and issue ordinary shares to the level that would enable us to issue at that date a sufficient number of ordinary shares to enable payment of all Missed Payments to be satisfied together with interest for the next 12 months on the PROs pursuant to the alternative coupon satisfaction mechanism, until such resolutions are passed. Neither we nor any entity that we control will be entitled, directly or indirectly, (a) to declare or pay a dividend or distribution or make any other payment on any parity securities or on any junior securities, or (b) to redeem, purchase or otherwise acquire any parity securities or any junior securities (other than in connection with dealing in securities in the ordinary course of business for us or such entity), in each case until such authorization is obtained and Missed Payments to be satisfied have been paid in full.

 

Market Disruption Event

 

If a market disruption event exists during the 15 business days preceding any Missed Payment Satisfaction Date (as defined herein), the related Missed Payments may, subject to certain conditions, be deferred until such market disruption event no longer exists. A market disruption deferral will not constitute a Capital Security Default; provided that if any interest payment has not been paid, or an amount set aside for payment, within 14 days after the date on which any such market disruption event is no longer continuing, such failure will constitute a Capital Security Default under the capital securities indenture relating to the PROs. Interest will not accrue on Missed Payments during a market disruption event; provided, however, that if a market disruption event exists and is continuing for more than 14 days, Missed Payments will accrue interest from (and including) the date of such market disruption event to (but excluding) the date such Missed Payments are paid at the rate in effect at the time on the PROs.

 

A market disruption event means (i) the occurrence or existence of any material suspension of or limitation imposed on trading or on settlement procedures for transactions in our ordinary shares through the London Stock Exchange (or other national securities exchange or designated offshore securities market constituting the principal trading market for our ordinary shares) or (ii) the adoption or amendment of any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority or central bank, that shall make it unlawful or not reasonably practicable for us to convert the proceeds of the sale of ordinary shares to US dollars.

 

Optional Redemption

 

The PROs are perpetual securities and have no maturity date. The PROs are not redeemable at the option of the holders at any time and are not redeemable at our option prior to September 30, 2031, except in certain circumstances. See “Redemption or Conversion upon Certain Events” below.

 

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We may redeem the PROs in whole (but not in part) at our option, subject to the prior approval of the UK Financial Services Authority and the solvency condition having been met: (i) on September 30, 2031, or on any interest payment date thereafter at their principal amount together with interest for the then-current interest period and the aggregate amount of any Missed Payments, which sum we refer to as the base redemption price, (ii) at any time upon the occurrence of a Par Tax Event (as defined below), at the base redemption price and (iii) at any time upon the occurrence of a Tier 1 Disqualification Event or any Tax Event other than a Par Tax Event, each as described below, at the greater of (x) the base redemption price and (y) the applicable make-whole amount defined below in “Redemption or Conversion upon Certain Events”.

 

If our Articles of Association, the special rights of any of our shares, and the provisions of applicable law permit, we may, at any time or from time to time, purchase outstanding PROs by tender, available alike to all holders of PROs, in the open market, or by private agreement, in each case upon the terms and conditions that the Board of Directors or an authorized committee of the Board shall determine. Any PROs that we purchase for our own account will, pursuant to applicable law, be treated as cancelled and will no longer be issued and outstanding.

 

Under existing UK Financial Services Authority requirements, we may not redeem or purchase any PROs unless the FSA consents in advance. The FSA may impose conditions on any redemption or purchase at the time it gives its consent. Any notice of redemption will be irrevocable. If the redemption price in respect of any PROs is improperly withheld or refused and is not paid by us, interest on such PROs will continue to be payable until the redemption price is actually paid. Failure to pay or set aside for payment the principal amount of the PROs to be redeemed or failure to pay or set aside for payments any accrued but unpaid payments and any Missed Payments within seven days of the date fixed for such redemption will constitute a Capital Security Default. See “Ì Defaults; Limitation of Remedies’’ below.

 

The PROs will not be subject to any sinking fund or mandatory redemption.

 

Subordination

 

The PROs will rank equally and ratably without any preference among themselves. The rights and claims of the PROs holders are subordinated to Senior Claims, including the claims of any subordinated debt security holders or the claims of holders of any other series of capital securities not expressed to rank equally with the PROs. Upon any winding-up of the group, the PROs holders will rank equally with the holders of our existing preference shares (except for the unpaid cumulative dividends on any cumulative preference shares) and any other parity securities of the group then outstanding and in priority to all holders of junior securities. In a winding-up, the principal amount of, and payments and any Missed Payments on, any PROs will be subordinate to, and subject in right of payment to the prior payment in full of, all Senior Claims.

 

We have agreed that for so long as any PROs remain outstanding, we will not issue any preference shares or any other Tier 1 qualifying instruments ranking senior to the PROs or give any guarantee or support undertaking in respect of any Tier 1 qualifying instruments ranking senior to the PROs, unless we alter the terms of the PROs such that the PROs rank equally with any such preference shares, such other Tier 1 qualifying instruments, or such guarantee or support undertaking.

 

The following are Senior Claims in respect of the PROs:

 

·                  all claims of our unsubordinated creditors admitted in the winding-up;

 

·                  all claims of our creditors in respect of liabilities that are, or are expressed to be, subordinated, whether only in the event of a winding-up or otherwise, to the claims of our unsubordinated creditors but not further or otherwise;

 

·                  all claims of any holder of capital securities other than the PROs except those that are expressed to rank equally with or junior to the PROs;

 

·                  all claims of any holder of cumulative preference shares to the extent of any unpaid cumulative dividends on such cumulative preference shares; and

 

·                  all other claims except those that rank, or are expressed to rank, equally with or junior to the claims of any holder of the PROs.

 

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Accordingly, no amount will be payable in a winding-up on the PROs until all Senior Claims admitted in the winding-up have been paid in full. If at any time an order is made or a shareholders’ resolution is passed for a winding-up, any amounts that would have been payable in respect of the PROs if, on and after the day immediately before the winding-up began, any holder of those PROs had been the holder of preference shares in our capital with a preferential right to a return of assets in the winding-up over the holders of our additional value shares and ordinary shares (but pari passu with the holders of our existing preference shares except to the extent such preference shares represent Senior Claims) will be payable on those PROs. These amounts will be calculated assuming that such preference shares were entitled, to the exclusion of all other rights or privileges, to receive as a return of capital an amount equal to the principal amount of the PROs then outstanding, together with all payments accrued to the date of repayment at the rate provided for in the PROs and any Missed Payments.

 

As a consequence of these subordination provisions, the holders of the PROs may recover less ratably than the holders of our unsubordinated liabilities and the holders of certain of our subordinated liabilities, including the holders of subordinated debt securities or holders of other capital securities as described in the accompanying prospectus under the heading “Description of Debt Securities Ì Subordination”. If, in any winding-up, the amount payable on any PROs and any claims ranking equally with the PROs are not paid in full, the PROs and other claims ranking equally will share ratably in any distribution of our assets in a winding-up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the PROs in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in US dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom. In addition, under current UK law, our liability to holders of the PROs would have to be converted into pounds sterling or any other lawful currency of the United Kingdom at a date close to the commencement of proceedings against us and holders of the PROs would be exposed to currency fluctuations between that date and the date they receive proceeds pursuant to such proceedings, if any.

 

In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of our bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

Defaults; Limitation of Remedies

 

Capital Security Defaults

 

It shall be a Capital Security Default with respect to the PROs if:

 

·                  we fail to pay or set aside for payment the amount due to satisfy any mandatory interest payment, and such failure continues for 30 days; provided, however, that if we fail to make any mandatory interest payment as a result of failure to satisfy the solvency condition or any UK capital adequacy requirements applicable to us, that payment will constitute a Missed Payment and will accumulate with any other Missed Payments until paid;

 

·                  unless a market disruption event has occurred and is continuing, we fail to pay or set aside a sum to provide for payment of any Missed Payments on or prior to a Missed Payment Satisfaction Date, and such failure continues for 30 days;

 

·                  we fail to pay or set aside a sum for payment of the amounts required by the immediately preceding paragraph following the date on which a market disruption event is no longer continuing as described above under “Market Disruption Event”, and such failure continues for 14 days; or

 

·                  we fail to pay or set aside a sum to provide for payment of the principal amount, or fail to pay or set aside a sum to provide for payment of any accrued but unpaid payments and any Missed Payments on the date fixed for redemption of the PROs and such failure continues for seven days;

 

provided, however, that if we are required in accordance with the terms of the PROs, or have elected in accordance with such terms, to satisfy all or part of any of the foregoing payments in accordance with the alternative coupon satisfaction mechanism, failure to make any such payments within the time periods described above will not constitute a Capital Securities Default in the event and to the extent that we do not have a sufficient number of authorized ordinary shares and the necessary directors’ authority to satisfy such payment for so long as we comply

 

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with the provisions set forth under “Alternative Coupon Satisfaction Mechanism Certain Conditions; Sufficiency and Availability of Ordinary Shares”.

 

Limitation of Remedies

 

If any Capital Security Default shall occur and is continuing in respect of the PROs, the trustee may pursue all legal remedies available to it, including commencing a judicial proceeding for the collection of the sums due and unpaid or a proceeding for our winding-up in England or Scotland (but not elsewhere), but the trustee may not declare the principal amount of any outstanding capital security to be due and payable. If we fail to make payment as described above and the solvency condition is not satisfied at the end of the 30-day, 14-day or 7-day periods described in the second, third and fourth bullet points above under “Capital Security Defaults”, such failure shall not constitute a Capital Security Default but instead shall constitute a Capital Security Payment Event. On a Capital Security Payment Event, the trustee may institute proceedings in England or Scotland (but not elsewhere) for our winding-up but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid.

 

Events of Default

 

If either a court of competent jurisdiction makes an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for our winding-up, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency, that order or resolution will constitute an Event of Default with respect to the PROs. If an Event of Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding PROs may declare the principal amount of, any accrued but unpaid interest payments and any Missed Payments on the PROs to be due and payable immediately. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding PROs may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

General

 

By accepting PROs, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the PROs or the related indenture (or between our obligations under or in respect of the PROs and any liability owed by a holder or the trustee to us) that they might otherwise have against us.

 

Subject to the provisions of the PROs indenture relating to the duties of the trustee, if a Capital Security Default occurs and is continuing with respect to the PROs, the trustee will be under no obligation to any holder or holders of the PROs, unless they have oÅered reasonable indemnity to the trustee.

 

Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding PROs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and the trustee does not determine that the action would be unjustly prejudicial to the holder or holders of any PROs not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.

 

The indenture provides that the trustee will, within 90 days after the occurrence of a Capital Security Default with respect to the PROs, give to each holder of the PROs notice of the Capital Security Default known to it, unless the Capital Security Default has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.

 

We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the indenture.

 

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Additional Amounts

 

We will pay any amounts to be paid by us on the PROs without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by or on behalf of the UK or any UK political subdivision or authority that has the power to tax (a taxing jurisdiction) unless such deduction or withholding is required by law. If at any time a UK taxing jurisdiction requires us to make such deduction or withholding, we will pay additional amounts with respect to the principal of, and interest payments and Missed Payments on, the PROs, which we refer to as Additional Amounts, that are necessary in order that the net amounts paid to the holders of those PROs, after the deduction or withholding, shall equal the amounts of principal and any interest payments and Missed Payments which would have been payable on the PROs if the deduction or withholding had not been required.

 

However, this will not apply to any tax that would not have been payable or due but for the fact that:

 

·                  the holder or the beneficial owner of the PROs is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, a UK taxing jurisdiction or otherwise having some connection with the UK taxing jurisdiction other than the holding or ownership of PROs, or the collection of any payment of, or in respect of, principal of, or any payments or Missed Payments on, any PROs;

 

·                  except in the case of a winding-up in the UK, the PROs are presented (where presentation is required) for payment in the UK;

 

·                  the PROs are presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the Additional Amounts on presenting (where presentation is required) the capital security for payment at the close of that 30-day period;

 

·                  the holder or the beneficial owner of the PROs or the beneficial owner of any payment of or in respect of principal of, or any payments or Missed Payments on, the PROs failed to comply with a request by us or our liquidator or other authorized person addressed to the holder to provide information concerning the nationality, residence or identity of the holder or the beneficial owner or to make any declaration or other similar claim to satisfy any information requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of a UK taxing jurisdiction as a precondition to exemption from all or part of the tax;

 

·                  the withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive;

 

·                  the PROs are presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant PROs to another paying agent in a Member State of the European Union; or

 

·                  any combination of the above items;

 

nor shall Additional Amounts be paid with respect to the principal of, and payments and Missed Payments on, the PROs to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the holder.

 

Whenever we refer in this prospectus supplement and the accompanying prospectus, in any context, to the payment of the principal of or any payments, or any Missed Payments on, or in respect of, any PROs, we mean to

 

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include the payment of Additional Amounts to the extent that, in the context, Additional Amounts are, were or would be payable.

 

Redemption or Conversion upon Certain Events

 

Tax Event or Tier 1 Disqualification Event

 

Upon the occurrence of a Tax Event or Tier 1 Disqualification Event with respect to the PROs, we may, subject in each case to compliance with applicable regulatory requirements, including the prior approval of the FSA, at any time, (1) redeem the PROs in whole (but not in part) at a redemption price equal to (A) in the case of a Par Tax Event (as defined below), the base redemption price and (B) in the case of a Tier 1 Disqualification Event or any Tax Event other than a Par Tax Event, the greater of

 

(x) the base redemption price and (y) the make-whole amount, or (2) convert the PROs in whole (but not in part) to another series of capital securities constituting “upper Tier 2’’ capital under applicable banking regulations, which we refer to as Upper Tier 2 Securities, having the same material terms as the PROs; except that such Upper Tier 2 Securities will (i) be redeemable only after September 30, 2031 or upon a Tax Event, (ii) be a perpetual capital security issued by us with cumulative interest, (iii) rank pari passu with any other upper Tier 2 capital securities issued by us, (iv) following conversion, be redeemable upon any Tax Event, if such Tax Event was not the event that gave rise to the conversion, at the base redemption price and (v) not be subject to the alternative coupon satisfaction mechanism. For the avoidance of doubt, any Missed Payments outstanding at the time of conversion become outstanding missed cumulative interest payments for purposes of the Upper Tier 2 Securities.

 

For purposes of the foregoing:

 

make-whole amount” means the sum of (i) as determined by a quotation agent (as defined below), the sum of the present value of the principal amount of the PROs together with the present values of scheduled payments of interest from the date of redemption to the interest payment date in September 2031 (the “remaining life’’), in each case discounted to the date of redemption on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, (ii) Missed Payments, if any, and (iii) Additional Amounts, if any.

 

For purposes of determining the make-whole amount:

 

adjusted treasury rate” means the treasury rate plus 0.75%.

 

comparable treasury issue” means with respect to any redemption date in respect of the PROs, the United States Treasury security selected by the quotation agent as having a maturity comparable to the remaining life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining life. If no United States Treasury security has a maturity that is within a period from three months before to three months after the interest payment date on September 30, 2031, the two most closely corresponding United States Treasury securities will be used as the comparable treasury issue, and the treasury rate will be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities.

 

comparable treasury price” means (i) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest of such reference treasury dealer quotations, or (ii) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.

 

quotation agent” means Lehman Brothers Inc. and its successors, except that if Lehman Brothers Inc. ceases to be a primary US Government securities dealer in New York City (a “primary treasury dealer’’), we will designate another primary treasury dealer.

 

reference treasury dealer” means (i) the quotation agent and (ii) any other primary treasury dealer selected by the quotation agent after consultation with us.

 

reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation

 

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agent by such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

 

treasury rate” means (i) the yield, under the heading which represents the average for the week immediately prior to the redemption date, appearing in the most recently published statistical release designated “H.15(519)’’ or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,’’ for the maturity corresponding to the remaining life (or, if no maturity is within three months before or after the remaining life, yields for the two published maturities most closely corresponding to the remaining life will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight- line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date. The treasury rate will be calculated on the third business day preceding the redemption date.

 

Tax Event” means we determine that, as a result of a change in or amendment to the laws or regulations of a UK taxing jurisdiction, including any treaty to which it is a party, or any change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of this prospectus supplement: (i) in making any payments or Missed Payments on the PROs, we have paid or will or would on the next payment date be required to pay Additional Amounts; (ii) payments, including Missed Payments, on the next payment date in respect of any of the PROs would be treated as “distributions’’ within the meaning of Section 209 of the Income and Corporation Taxes Act 1988 of the UK, or any statutory modification or re-enactment of the Act; or (iii) in respect of interest payments on the next payment date, we would not be entitled to claim a deduction in computing our UK taxation liabilities, or the value of the deduction to us would be materially reduced. We refer to a Tax Event in the circumstances described in clause (i) above as a “Par Tax Event”.

 

In the case of redemption upon the occurrence of a Tax Event, we shall be required, before we give a notice of redemption, to deliver to the trustee a written legal opinion of independent UK counsel of recognized standing, selected by us, in a form satisfactory to the trustee confirming that we are entitled to exercise our right of redemption.

 

Tier 1 Disqualification Event” means a determination by the FSA that, as a result of any amendment to, clarification of, or change in the official position on the interpretation of, applicable banking regulations or any interpretation or pronouncement that provides for a position with respect to applicable banking regulations that differs from the theretofore generally accepted position, the PROs (or any portion thereof) cannot be included in calculating our Tier 1 capital.

 

Under existing UK Financial Services Authority requirements, we may not redeem or purchase any PROs unless the FSA consents in advance. The FSA may impose conditions on any redemption or purchase at the time it gives its consent. In addition, we must give 30 to 60 days’ notice of redemption to the holders of the PROs. Any notice of redemption will be irrevocable. If the redemption price in respect of any PROs is improperly withheld or refused and is not paid by us, interest on the PROs will continue to be payable until the redemption price is actually paid.

 

Delisting Event

 

Upon the occurrence of a Delisting Event, we may, subject to the prior approval of the FSA, convert the PROs in whole (but not in part) to Upper Tier 2 Securities having the same material terms as the PROs; except that such Upper Tier 2 Securities will (i) be redeemable only after September 30, 2031 or upon the occurrence of a Tax Event, (ii) be a perpetual capital security issued by us with cumulative interest, (iii) rank pari passu with any other upper Tier 2 capital securities issued by us, (iv) following conversion, be redeemable upon any Tax Event at the base redemption price and (v) not be subject to the alternative coupon satisfaction mechanism. For the avoidance of doubt, any Missed Payments outstanding at the time of conversion become outstanding missed cumulative interest payments for purposes of the Upper Tier 2 Securities.

 

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For purposes of the foregoing, Delisting Event means an event as a consequence of which our ordinary shares are no longer listed on the London Stock Exchange, any other national securities exchange (within the meaning of the Securities Exchange Act of 1934) or any designated offshore securities market (within the meaning of Regulation S under the Securities Act of 1933).

 

Book-entry System; Delivery and Form

 

General

 

The PROs shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of The Depository Trust Company, DTC, or its nominee and registered in the name of Cede & Co., as nominee of DTC. Unless and until the PROs are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by DTC to a nominee or a successor of DTC.

 

The PROs have been accepted for clearance by DTC, Euroclear, and Clearstream. The initial distribution of the PROs will be cleared through DTC only. Beneficial interests in the global PROs will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream. Owners of beneficial interests in the PROs will receive payments relating to their PROs in US dollars.

 

The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.

 

So long as DTC, or its nominee, is the holder of a global PRO security, DTC or its nominee will be considered the sole holder of such global PROs for all purposes under the PROs indenture. Except as described below under “Ì Issuance of Definitive Securities’’, no participant, indirect participant or other person will be entitled to have PROs registered in its name, receive or be entitled to receive physical delivery of PROs in definitive form or be considered the owner or holder of the PROs under the PROs indenture. Each person having an ownership or other interest in PROs must rely on the procedures of DTC, Euroclear and Clearstream, as applicable, and, if a person is not a participant in DTC, Euroclear and Clearstream, as applicable, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest, to exercise any rights and obligations of a holder under the PROs indenture or the PROs.

 

Payments on the Global Securities

 

Payments of any amounts in respect of any global PROs will be made by the trustee to DTC. Payments will be made to beneficial owners of PROs in accordance with the rules and procedures of DTC or its direct and indirect participants, as applicable. Neither we nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between DTC, Euroclear or Clearstream and any beneficial owner of an interest in a global security, or the failure of DTC, Euroclear or Clearstream or any intermediary to pass through to any beneficial owner any payments that we make to DTC.

 

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation’’ within the meaning of the New York Uniform Commercial Code, and a “clearing agency’’ registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions among its participants in those securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC participants include securities brokers and dealers, including parties that may act as underwriters, dealers or agents with respect to the securities, banks, trust companies, clearing corporations and certain other organizations, some of which, along with certain of their representatives and others, own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

 

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Issuance of Definitive Securities

 

So long as DTC holds the global PROs, such global securities will not be exchangeable for definitive securities unless:

 

·                  DTC notifies the trustee that it is unwilling or unable to continue to hold the book-entry PROs or DTC ceases to be a clearing agency registered under the Securities Exchange Act and the trustee does not appoint a successor to DTC which is registered under the Securities Exchange Act within 120 days;

 

·                  in the event of our winding up we fail to make a payment on the PROs when due; or

 

·                  at any time we determine in our sole discretion that the global securities of a particular series should be exchanged for definitive debt securities of that series in registered form.

 

Each person having an ownership or other interest in a PROs must rely exclusively on the rules or procedures of DTC, Euroclear or Clearstream, as the case may be, and any agreement with any participant of DTC, Euroclear or Clearstream, as the case may be, or any other securities intermediary through which that person holds its interest to receive or direct the delivery of possession of any definitive security.

 

Definitive securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.

 

Payments in respect of each series of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series. Payments will be made in respect of the PROs by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.

 

If we issue definitive securities of a particular series in exchange for global PROs, DTC, as holder of the global PROs, will surrender it against receipt of the definitive securities, cancel the book-entry securities of that series, and distribute the definitive securities of that series to the persons and in the amounts that DTC specifies.

 

If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.

 

Governing Law

 

The PROs and the related indenture will be governed by and construed in accordance with the laws of the State of New York, except that the subordination provisions of the PROs and the indenture will be governed by and construed in accordance with the laws of England.

 

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SUBORDINATED TIER 2 SECURITIES

 

A.                 6.125% Subordinated Tier 2 Notes due 2022

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated September 28, 2012, set out on pages 51 to 62 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SUBORDINATED NOTES

 

The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

The Subordinated Notes will be issued in an aggregate principal amount of $2,250,000,000 and will mature on December 15, 2022. The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 6.125% per annum. Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2013. The regular record dates for the Subordinated Notes will be June 1 and December 1 of each year immediately preceding the interest payment dates on June 15 and December 15, respectively.

 

If any scheduled interest payment date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled Maturity Date or date of redemption (in the circumstances described in “-Redemption” below) or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

 

In this description of the Subordinated Notes the following expressions have the following meanings:

 

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

 

“Capital Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Capital Regulations which are in effect at the Issue Date, the Subordinated Notes are fully excluded from Tier Two Capital (as defined in the Capital Regulations) of RBSG and/or the Group.

 

“Capital Regulations” means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy of the FSA or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom.

 

“CRD IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) the Future Capital Instruments Regulations.

 

“CRD IV Directive” means a directive of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms amending Directive 2002/87/EC, a draft of which was published on July 20, 2011, and any successor directive.

 

“CRD IV Regulation” means a regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, a draft of which was published on July 20, 2011, and any successor regulation.

 

“Future Capital Instruments Regulations” means any regulatory capital rules, regulations or standards which are in the future applicable to us (on a solo or consolidated basis) and which lay down the requirements to be fulfilled by financial instruments for inclusion in our regulatory capital (on a solo or consolidated basis) as required by (i) the CRD IV Regulation and/or (ii) the CRD IV Directive.

 

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“Interest Payment Date” means June 15 and December 15 in each year commencing June 15, 2013.

 

“Issue Date” means December 4, 2012.

 

“Maturity Date” means December 15, 2022.

 

Redemption

 

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount together with any accrued and unpaid interest to (but excluding) the Maturity Date.

 

Tax Redemption

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days nor more than 60 calendar days’ notice to the holders of Subordinated Notes in the event of certain changes in the tax laws of the United Kingdom and certain other limited circumstances, provided that, upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV and (in any such case) if, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the FSA, as set forth below under “—FSA”.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Subordinated Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.

 

Redemption due to a Capital Disqualification Event

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days nor more than 60 calendar days’ notice to the holders of Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing, provided that, upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV and (in any such case) if, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued and unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the FSA, as set forth below under “-FSA”.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Repurchase

 

We may at any time and from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices, provided that, upon CRD IV taking effect in the United Kingdom, purchases are only permitted if, when and to the extent not prohibited by CRD IV. Any Subordinated Notes that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding. Any such purchases will be subject to a requirement to give notice to or obtain the consent of the FSA, as set forth below under “-FSA”.

 

FSA

 

As of the date hereof, we may only redeem or repurchase the Subordinated Notes as provided above or legally release ourselves from obligations (as described under “-Discharge” below), provided that (i) we have notified the FSA of our intention to do so at least one month (or such other period, longer or shorter, as the FSA may then require or accept) prior to our becoming committed to the proposed redemption, repayment or discharge, and no

 

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objection thereto has been raised by the FSA or (if required) the FSA has provided its consent thereto and (ii) we have satisfied the FSA that, after such redemption, repayment or discharge, we will be able to meet our capital resource requirements and have sufficient financial resources to satisfy the FSA’s overall financial adequacy rule, each as provided in the Capital Regulations (except to the extent that the FSA no longer requires it).

 

Events of Default and Defaults; Limitation of Remedies

 

An “Event of Default” with respect to the Subordinated Notes shall result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Subordinated Notes. If an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare the principal amount of, and any accrued but unpaid payments on the Subordinated Notes to be due and payable immediately in accordance with the terms of the Subordinated Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

Defaults

 

In addition to Events of Default, the Subordinated Indenture also separately provides for Defaults. A”Default” with respect to the Subordinated Notes shall result if:

 

·                  any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise and such failure continues for seven days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding in Scotland (but not elsewhere) for our winding up, but the Trustee may not declare the principal amount of the outstanding Subordinated Notes due and payable.

 

However, failure to make any payment on the Subordinated Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that we shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

 

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Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the powers as they are required to have under the Trust Indenture Act of 1939, and provided that any payments are subject to the subordination provisions set forth in the Subordinated Indenture.

 

Assumption

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the Subordinated Notes without the consent of any holder, provided that certain conditions are satisfied, including that under the Subordinated Indenture we unconditionally guarantee the obligations of the subsidiary under the Subordinated Notes and that we obtain the prior consent of, or give notification to (and no objection is raised by), the FSA. If we do, all of our direct obligations under the Subordinated Notes and the Subordinated Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is organized or is a tax resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of organization, provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the FSA, as set forth above under “Redemption-FSA”.

 

For U.S. federal income tax purposes, an assumption of our obligations under the Subordinated Notes might be deemed to be an exchange of the Subordinated Notes for new subordinated notes by each beneficial owner, resulting in recognition of a taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

General

 

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated to the claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the manner provided in the Subordinated Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the Subordinated Indenture. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Interest on the Subordinated Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by global securities in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on December 4, 2012. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the

 

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Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Banking.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

 

Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Subordinated Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Subordinated Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities-Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding up or administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount in trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Subordinated Notes, except for various obligations described below, if the Subordinated Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Subordinated Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Subordinated Notes on their various due dates; provided that, upon CRD IV taking effect in the United Kingdom, such right of discharge shall only apply if, when and to the extent not prohibited by CRD IV. Any such discharge will be subject to a requirement to give notice to or obtain the consent of the FSA, as set forth above under “Redemption-FSA”.

 

In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Subordinated Debt Securities Event of Default or Capital Securities Event of Default” in the accompanying prospectus. A default for this purpose would also include

 

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any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the Subordinated Indenture will remain.

 

Governing Law

 

The Subordinated Notes and the Subordinated Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Subordinated Indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Subordinated Notes will be governed by and construed in accordance with the laws of Scotland.

 

Listing

 

We intend to apply for the listing of the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

 

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B.      6.000% Subordinated Tier 2 Notes due 2023

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated September 28, 2012, set out on pages 51 to 62 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SUBORDINATED NOTES

 

The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

The Subordinated Notes will be issued in an aggregate principal amount of $2,000,000,000 and will mature on December 19, 2023. The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 6.00% per annum. Interest will be payable semi-annually in arrears on June 19 and December 19 of each year, commencing on June 19, 2014. The regular record dates for the Subordinated Notes will be June 5 and December 5 of each year immediately preceding the Interest Payment Dates on June 19 and December 19, respectively.

 

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption (in the circumstances described in “-Redemption” below) or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

 

In this description of the Subordinated Notes, the following expressions have the following meanings:

 

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

 

“Capital Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Capital Regulations (or official interpretation thereof) which are in effect at the Issue Date, the Subordinated Notes are fully excluded from Tier 2 capital (as defined in the Capital Regulations) of RBSG and/or the Regulatory Group.

 

“Capital Instruments Regulations” means any regulatory capital rules, regulations or standards which are in the future applicable to us (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be fulfilled by financial instruments for inclusion in our regulatory capital (on a solo or consolidated basis) as required by (i) the CRD IV Regulation and/or (ii) the CRD IV Directive, including (for the avoidance of doubt) any regulatory technical standards issued by the European Banking Authority.

 

“Capital Regulations” means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy of the PRA or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom.

 

“CRD IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) the Capital Instruments Regulations.

 

“CRD IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive.

 

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“CRD IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.

 

“Interest Payment Date” means June 19 and December 19 in each year, commencing June 19, 2014.

 

“Issue Date” means December 19, 2013.

 

“Maturity Date” means December 19, 2023.

 

“PRA” means the Prudential Regulation Authority or such other governmental authority in the United Kingdom (or, if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the prudential regulation of the Issuer’s business.

 

“Regulatory Group” means the Issuer, its subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of its subsidiary undertakings from time to time and any other undertakings from time to time consolidated with it for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Redemption

 

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount, together with any accrued and unpaid interest to (but excluding) the Maturity Date.

 

Tax Redemption

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes in the event of certain changes in the tax laws of the United Kingdom and certain other limited circumstances, provided that, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date and provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “—Prudential Regulation Authority”.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Subordinated Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.

 

Redemption due to a Capital Disqualification Event

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing, provided that, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date and provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued and unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “-Prudential Regulation Authority”.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

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Repurchase

 

We may at any time and from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices, provided that, upon CRD IV taking effect in the United Kingdom, purchases are only permitted if, when and to the extent not prohibited by CRD IV. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “-Prudential Regulation Authority”.

 

Prudential Regulation Authority

 

As of the date hereof, we may only redeem or repurchase the Subordinated Notes prior to the Maturity Date as provided above or legally release ourselves from obligations (as described under “-Discharge” below), provided that (except to the extent that the PRA no longer so requires) (i) we have notified the PRA of our intention to do so at least one month (or such other, longer or shorter period, as the PRA may then require or accept) before we become committed to the proposed redemption, repayment or discharge, and no objection thereto has been raised by the PRA or (if required) the PRA has provided its consent thereto and (ii) when giving notice of redemption, repayment or discharge, we shall provide details in order to demonstrate that following such redemption, repayment or discharge, we will (A) be able to meet our capital resources requirements and (B) have sufficient financial resources to meet the PRA’s overall financial adequacy rule, each as provided in the Capital Regulations. In addition (i) as of the date hereof, we may only redeem the Subordinated Notes as set out in “Tax Redemption” and “Redemption due to a Capital Disqualification Event” above if we demonstrate to the PRA that the circumstance giving rise to our right to redeem the Subordinated Notes was not reasonably foreseeable at the Issue Date and (ii) upon CRD IV taking effect in the United Kingdom, it is our expectation that we may only redeem the Subordinated Notes as set out in “Tax Redemption” and “Redemption due to a Capital Disqualification Event above if we demonstrate to the PRA that the circumstance giving rise to our right to redeem the Subordinated Notes was not reasonably foreseeable at the Issue Date and, in the case of a redemption as set out in “Tax Redemption”, that the change in the applicable tax treatment relating to the Subordinated Notes is material.

 

Agreement with Respect to the Exercise of U.K. Bail-in Power

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of RBSG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the Maturity Date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder of the Subordinated Notes further acknowledges and agrees that the rights of the holders under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or conversion.

 

For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime by way of amendment to the Banking Act 2009 or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).

 

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According to the principles proposed in the RRD and the amendments to the Banking Act 2009 by way of the Banking Reform Bill, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Subordinated Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.

 

No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.

 

See also “Risk Factors—Under the terms of the Subordinated Notes, you have agreed to be bound by the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder.

 

Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

An “Event of Default” with respect to the Subordinated Notes shall result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Subordinated Notes. If an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare the principal amount of, and any accrued but unpaid payments on the Subordinated Notes to be due and payable immediately in accordance with the terms of the Subordinated Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

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Defaults

 

In addition to Events of Default, the Subordinated Indenture also separately provides for Defaults. A “Default” with respect to the Subordinated Notes shall result if:

 

·                  any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise and such failure continues for seven days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding in Scotland (but not elsewhere) for our winding up, but the Trustee may not declare the principal amount of the outstanding Subordinated Notes due and payable.

 

However, failure to make any payment on the Subordinated Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Subordinated Indenture or in respect of any breach by us of our obligations under the Subordinated Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Subordinated Notes are subject to the subordination provisions set forth in the Subordinated Indenture.

 

Assumption

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the Subordinated Notes without the consent of any holder, provided that certain conditions are satisfied, including that under the Subordinated Indenture we unconditionally guarantee the obligations of the subsidiary under the Subordinated Notes and that we obtain the prior consent of, or give notification to (and no objection is raised by), the PRA. If we do, all of our direct obligations under the Subordinated Notes and the Subordinated Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is organized or is a tax resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of organization, provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. Any such redemption will be subject to a requirement to

 

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give notice to or obtain the consent of the PRA, as set forth above under “Redemption-Prudential Regulation Authority”.

 

For U.S. federal income tax purposes, an assumption of our obligations under the Subordinated Notes might be deemed to be an exchange of the Subordinated Notes for new subordinated notes by each beneficial owner, resulting in recognition of a taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

General

 

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated to the claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the manner provided in the Subordinated Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the Subordinated Indenture. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Interest on the Subordinated Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on December 19, 2013. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearsteam will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Banking.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System-Issuance of Definitive Securities” in the accompanying prospectus.

 

Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

 

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Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Subordinated Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Subordinated Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities-Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding up or administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount in trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Subordinated Notes, except for various obligations described below, if the Subordinated Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Subordinated Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Subordinated Notes on their various due dates; provided that, upon CRD IV taking effect in the United Kingdom, such right of discharge shall only apply if, when and to the extent not prohibited by CRD IV. Any such discharge will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth above under “Redemption-Prudential Regulation Authority”.

 

In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a Default would include an Event of Default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Subordinated Debt Securities Event of Default or Capital Securities Event of Default” in the accompanying prospectus. A Default for this purpose would also include any event that would be an Event of Default if the requirements for giving us default notice or our Default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the Subordinated Indenture will remain.

 

Trustee; Direction of Trustee

 

The Trustee for the holders of the Subordinated Notes will be The Bank of New York Mellon, acting through its London Branch. See “-Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Subordinated Indenture, as amended by Section 3.23 of the First Supplemental Subordinated Indenture, shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By its acquisition of the Subordinated Notes, each holder of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Base Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) none

 

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of the Base Subordinated Indenture, the First Supplemental Subordinated Indenture or the Third Supplemental Subordinated Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Third Supplemental Subordinated Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Subordinated Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

Subsequent Holders’ Agreement

 

Holders of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.

 

Governing Law

 

The Subordinated Notes and the Subordinated Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Subordinated Indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Subordinated Notes will be governed by and construed in accordance with the laws of Scotland.

 

Listing

 

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

 

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C.   6.100% Subordinated Tier 2 Notes due 2023

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated September 28, 2012, set out on pages 51 to 62 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SUBORDINATED NOTES

 

The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

The Subordinated Notes will be issued in an aggregate principal amount of $1,000,000,000 and will mature on June 10, 2023. The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 6.100% per annum. Interest will be payable semi-annually in arrears on June 10 and December 10 of each year, commencing on December 10, 2013. The regular record dates for the Subordinated Notes will be May 26 and November 26 of each year immediately preceding the Interest Payment Dates on June 10 and December 10, respectively.

 

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption (in the circumstances described in “-Redemption” below) or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

 

In this description of the Subordinated Notes, the following expressions have the following meanings:

 

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

 

“Capital Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Capital Regulations (or official interpretation thereof) which are in effect at the Issue Date, the Subordinated Notes are fully excluded from Tier 2 capital (as defined in the Capital Regulations) of RBSG and/or the Regulatory Group.

 

“Capital Instruments Regulations” means any regulatory capital rules, regulations or standards which are in the future applicable to us (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be fulfilled by financial instruments for inclusion in our regulatory capital (on a solo or consolidated basis) as required by (i) the CRD IV Regulation and/or (ii) the CRD IV Directive, including (for the avoidance of doubt) any regulatory technical standards issued by the European Banking Authority.

 

“Capital Regulations” means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy of the PRA or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom.

 

“CRD IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) the Capital Instruments Regulations.

 

“CRD IV Directive” means a directive of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms amending Directive 2002/87/EC, which text was adopted by the European Parliament on April 16, 2013, and any successor directive.

 

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“CRD IV Regulation” means a regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, which text was adopted by the European Parliament on April 16, 2013, and any successor regulation.

 

“Interest Payment Date” means June 10 and December 10 in each year, commencing December 10, 2013.

 

“Issue Date” means June 10, 2013.

 

“Maturity Date” means June 10, 2023.

 

“PRA” means the Prudential Regulation Authority or such other governmental authority in the United Kingdom (or, if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the prudential regulation of the Issuer’s business.

 

“Regulatory Group” means the Issuer, its subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of its subsidiary undertakings from time to time and any other undertakings from time to time consolidated with it for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Redemption

 

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount, together with any accrued and unpaid interest to (but excluding) the Maturity Date.

 

Tax Redemption

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes in the event of certain changes in the tax laws of the United Kingdom and certain other limited circumstances, provided that, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date and provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. For this purpose, any changes to the draft tax legislation contained in Clause 42 of the Finance Bill ordered to be printed on May 9, 2013 (and intended to have effect from October 26, 2012) relating to tier 2 issuances shall be regarded as a change in tax law, including where the Finance Bill does not receive Royal Assent. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “—Prudential Regulation Authority”.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Subordinated Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.

 

Redemption due to a Capital Disqualification Event

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing, provided that, in our opinion, the circumstance that entitles us to exercise such right of redemption was not reasonably foreseeable to us at the Issue Date and provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued and unpaid payments of interest to the date of redemption. Any such redemption will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “-Prudential Regulation Authority”.

 

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If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Repurchase

 

We may at any time and from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices, provided that, upon CRD IV taking effect in the United Kingdom, purchases are only permitted if, when and to the extent not prohibited by CRD IV. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth below under “-Prudential Regulation Authority”.

 

Prudential Regulation Authority

 

As of the date hereof, we may only redeem or repurchase the Subordinated Notes prior to the Maturity Date as provided above or legally release ourselves from obligations (as described under “-Discharge” below), provided that (except to the extent that the PRA no longer so requires) (i) we have notified the PRA of our intention to do so at least one month (or such other, longer or shorter period, as the PRA may then require or accept) before we become committed to the proposed redemption, repayment or discharge, and no objection thereto has been raised by the PRA or (if required) the PRA has provided its consent thereto and (ii) when giving notice of redemption, repayment or discharge, we shall provide details in order to demonstrate that following such redemption, repayment or discharge, we will (A) be able to meet our capital resources requirements and (B) have sufficient financial resources to meet the PRA’s overall financial adequacy rule, each as provided in the Capital Regulations. In addition (i) as of the date hereof, we may only redeem the Subordinated Notes as set out in “—Tax Redemption” and “—Redemption due to a Capital Disqualification Event” above if we demonstrate to the PRA that the circumstance giving rise to our right to redeem the Subordinated Notes was not reasonably foreseeable at the Issue Date and (ii) upon CRD IV taking effect in the United Kingdom, it is our expectation that we may only redeem the Subordinated Notes as set out in “—Tax Redemption” and “—Redemption due to a Capital Disqualification Event” above if we demonstrate to the PRA that the circumstance giving rise to our right to redeem the Subordinated Notes was not reasonably foreseeable at the Issue Date and, in the case of a redemption as set out in “—Tax Redemption”, that the change in the applicable tax treatment relating to the Subordinated Notes is material.

 

Agreement with Respect to the Exercise of U.K. Bail-in Power

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of RBSG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the Maturity Date), but which have not been paid, prior to the exercise of any U.K. bail-in power. The rights of the holders under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the provisions of any U.K. bail-in power which are expressed to implement such a cancellation or conversion.

 

For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions and investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms, pursuant to which obligations of a credit institution or investment firm or any of its affiliates can be cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).

 

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According to the principles proposed in the RRD, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims and that the holders of the Subordinated Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.

 

No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.

 

See also “Risk Factors—Under the terms of the Subordinated Notes, you have agreed to be bound by the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder.

 

Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

An “Event of Default” with respect to the Subordinated Notes shall result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Subordinated Notes. If an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare the principal amount of, and any accrued but unpaid payments on the Subordinated Notes to be due and payable immediately in accordance with the terms of the Subordinated Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

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Defaults

 

In addition to Events of Default, the Subordinated Indenture also separately provides for Defaults. A “Default” with respect to the Subordinated Notes shall result if:

 

·                  any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise and such failure continues for seven days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding in Scotland (but not elsewhere) for our winding up, but the Trustee may not declare the principal amount of the outstanding Subordinated Notes due and payable.

 

However, failure to make any payment on the Subordinated Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Subordinated Indenture or in respect of any breach by us of our obligations under the Subordinated Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Subordinated Notes are subject to the subordination provisions set forth in the Subordinated Indenture.

 

Assumption

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the Subordinated Notes without the consent of any holder, provided that certain conditions are satisfied, including that under the Subordinated Indenture we unconditionally guarantee the obligations of the subsidiary under the Subordinated Notes and that we obtain the prior consent of, or give notification to (and no objection is raised by), the PRA. If we do, all of our direct obligations under the Subordinated Notes and the Subordinated Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is organized or is a tax resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of organization, provided that upon CRD IV taking effect in the United Kingdom, such right of redemption shall only apply if, when and to the extent not prohibited by CRD IV. Any such redemption will be subject to a requirement to

 

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give notice to or obtain the consent of the PRA, as set forth above under “Redemption-Prudential Regulation Authority”.

 

For U.S. federal income tax purposes, an assumption of our obligations under the Subordinated Notes might be deemed to be an exchange of the Subordinated Notes for new subordinated notes by each beneficial owner, resulting in recognition of a taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

General

 

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated to the claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the manner provided in the Subordinated Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the Subordinated Indenture. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Interest on the Subordinated Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on June 10, 2013. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearsteam will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Banking.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System-Issuance of Definitive Securities” in the accompanying prospectus.

 

Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

 

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Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Subordinated Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Subordinated Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities-Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding up or administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount in trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Subordinated Notes, except for various obligations described below, if the Subordinated Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Subordinated Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Subordinated Notes on their various due dates; provided that, upon CRD IV taking effect in the United Kingdom, such right of discharge shall only apply if, when and to the extent not prohibited by CRD IV. Any such discharge will be subject to a requirement to give notice to or obtain the consent of the PRA, as set forth above under “Redemption-Prudential Regulation Authority”.

 

In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a Default would include an Event of Default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Subordinated Debt Securities Event of Default or Capital Securities Event of Default” in the accompanying prospectus. A Default for this purpose would also include any event that would be an Event of Default if the requirements for giving us default notice or our Default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the Subordinated Indenture will remain.

 

Trustee; Direction of Trustee

 

The Trustee for the holders of the Subordinated Notes will be The Bank of New York Mellon, acting through its London Branch. See “-Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Subordinated Indenture, as amended by Section 3.23 of the First Supplemental Subordinated Indenture, shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By its acquisition of the Subordinated Notes, each holder of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Base Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) none

 

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of the Base Subordinated Indenture, the First Supplemental Subordinated Indenture or the Second Supplemental Subordinated Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Second Supplemental Subordinated Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Subordinated Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

Subsequent Holders’ Agreement

 

Holders of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.

 

Governing Law

 

The Subordinated Notes and the Subordinated Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Subordinated Indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Subordinated Notes will be governed by and construed in accordance with the laws of Scotland.

 

Listing

 

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

 

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D.                 5.125% Subordinated Tier 2 Notes due 2024

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated September 28, 2012, set out on pages 51 to 62 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SUBORDINATED NOTES

 

The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

The Subordinated Notes will be issued in an aggregate principal amount of $2,250,000,000 and will mature on May 28, 2024. The Subordinated Notes will bear interest from (and including) the Issue Date at a rate of 5.125% per annum. Interest will be payable semi-annually in arrears on May 28 and November 28 of each year, commencing on November 28, 2014. The regular record dates for the Subordinated Notes will be May 14 and November 14 of each year immediately preceding the Interest Payment Dates on May 28 and November 28, respectively.

 

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption (in the circumstances described in “-Redemption and Repurchases” below) or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

 

In this description of the Subordinated Notes, the following expressions have the following meanings:

 

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

 

“Capital Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Capital Regulations (or official interpretation thereof) which are in effect at the Issue Date, the Subordinated Notes are fully excluded from Tier 2 capital (as defined in the Capital Regulations) of RBSG and/or the Regulatory Group.

 

“Capital Instruments Regulations” means any regulatory capital rules, regulations or standards which are in the future applicable to us (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be fulfilled by financial instruments for inclusion in our regulatory capital (on a solo or consolidated basis) as required by (i) the CRD IV Regulation and/or (ii) the CRD IV Directive, including (for the avoidance of doubt) any regulatory technical standards issued by the European Banking Authority and adopted by the European Commission.

 

“Capital Regulations” means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy of the PRA or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom, including, without limitation to the generality of the foregoing, any Capital Instruments Regulations.

 

“CRD IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) the Capital Regulations.

 

“CRD IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive.

 

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“CRD IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.

 

“Interest Payment Date” means May 28 and November 28 in each year, commencing November 28, 2014.

 

“Issue Date” means May 28, 2014.

 

“Maturity Date” means May 28, 2024.

 

“PRA” means the Prudential Regulation Authority or such other governmental authority in the United Kingdom (or, if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the prudential regulation of the Issuer’s business.

 

“Regulatory Group” means the Issuer, its subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of its subsidiary undertakings from time to time and any other undertakings from time to time consolidated with it for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Redemption and Repurchases

 

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount, together with any accrued and unpaid interest to (but excluding) the Maturity Date.

 

Tax Redemption

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes in the event of certain changes in the tax laws of the United Kingdom and certain other limited circumstances. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption. Any such right of redemption shall only apply to the extent not prohibited by CRD IV and will be subject to the conditions set forth under “-Conditions to Redemption and Repurchases” below.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Subordinated Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.

 

Redemption due to a Capital Disqualification Event

 

We may redeem the Subordinated Notes at any time in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued and unpaid payments of interest to the date of redemption. Any such right of redemption shall only apply to the extent not prohibited by CRD IV and will be subject to the conditions set forth under “-Conditions to Redemption and Repurchases” below.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Repurchase

 

We may at any time and from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law

 

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and thereafter may not be re-issued or resold). Any such purchases shall only be permitted to the extent not prohibited by CRD IV and will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.

 

Conditions to Redemption and Repurchases

 

As of the date hereof, we may only redeem or repurchase the Subordinated Notes prior to the Maturity Date as provided above provided that (except to the extent that the PRA no longer so requires) we have met the following conditions:

 

1.                        We have notified the PRA of our intention to do so at least one month (or such other, longer or shorter period, as the PRA may then require or accept) before we become committed to the proposed redemption or repayment; and

 

2.                        The PRA has granted permission to a redemption or repurchase of the Subordinated Notes in accordance with the provisions of the rules under CRD IV, upon a satisfactory finding that either of the following conditions is met, as applicable to the Subordinated Notes:

 

(i)                       on or before such redemption or repurchase of any of the Subordinated Notes, we replace such Subordinated Notes with own funds instruments (each as defined by the Capital Regulations) of an equal or higher quality on terms that are sustainable for our income capacity; or

 

(ii)                    we have demonstrated to the satisfaction of the PRA that our Tier 1 capital and Tier 2 capital (as defined by the Capital Regulations) would, following such redemption or repurchase, exceed the capital ratios required under the CRD IV Regulation and the combined buffer requirement defined in the CRD IV Directive by a margin that the PRA may consider necessary on the basis set out in the CRD IV Directive for it to determine the appropriate level of capital of an institution.

 

In addition, as of the date hereof, under the CRD IV rules, we may only redeem the Subordinated Notes before five years after the date of issuance of the Subordinated Notes provided that (except to the extent that the PRA no longer so requires) the following additional conditions are met:

 

(a)                   the pre-conditions listed in paragraphs (1) or (2) above are met; and

 

(b)                   in the case of redemption due to the occurrence of a Capital Disqualification Event as described above under “—Redemption and Repurchases —Redemption due to a Capital Disqualification Event”, (i) the PRA considers such change to be sufficiently certain and (ii) we demonstrate to the satisfaction of the PRA that the Capital Disqualification Event was not reasonably foreseeable at the time of the issuance of the Subordinated Notes; or

 

(c)                    in the case of redemption due to the occurrence of certain changes in the tax laws of the United Kingdom as described above under “—Redemption and Repurchases —Tax Redemption”, we demonstrate to the satisfaction of the PRA that the change in the applicable tax treatment relating to the Subordinated Notes is material and was not reasonably foreseeable at the time of issuance of the Subordinated Notes.

 

The rules under CRD IV may be modified from time to time after the date of issuance of the Subordinated Notes and we may be required to comply with any additional or alternative preconditions set out in the relevant Capital Regulations and/or required by the PRA as a prerequisite to its consent to such redemptions or repurchases, at the time.

 

Agreement with Respect to the Exercise of U.K. Bail-in Power

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of RBSG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii) above, references to principal and

 

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interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the Maturity Date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder (including each beneficial holder) of the Subordinated Notes further acknowledges and agrees that the rights of the holders under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or conversion.

 

For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime by way of amendment to the Banking Act 2009, as the same may be amended from time to time (whether pursuant to the Banking Reform Act 2013 or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).

 

According to the principles contained in the RRD and the amendments to the Banking Act 2009 by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Subordinated Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.

 

No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.

 

See also “Risk Factors—Under the terms of the Subordinated Notes, you have agreed to be bound by the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By purchasing the Subordinated Notes, each holder (including each beneficial holder) shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder.

 

Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

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Events of Default and Defaults; Limitation of Remedies

 

An “Event of Default” with respect to the Subordinated Notes shall result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Subordinated Notes. If an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare the principal amount of, and any accrued but unpaid payments on the Subordinated Notes to be due and payable immediately in accordance with the terms of the Subordinated Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

Defaults

 

In addition to Events of Default, the Subordinated Indenture also separately provides for Defaults. A “Default” with respect to the Subordinated Notes shall result if:

 

·                  any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise and such failure continues for seven days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding in Scotland (but not elsewhere) for our winding up, but the Trustee may not declare the principal amount of the outstanding Subordinated Notes due and payable.

 

However, failure to make any payment on the Subordinated Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Subordinated Indenture or in respect of any breach by us of our obligations under the Subordinated Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the

 

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Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Subordinated Notes are subject to the subordination provisions set forth in the Subordinated Indenture.

 

Assumption

 

Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the Subordinated Notes without the consent of any holder, provided that certain conditions are satisfied, including that under the Subordinated Indenture we unconditionally guarantee the obligations of the subsidiary under the Subordinated Notes and that we obtain the prior consent of, or give notification to (and no objection is raised by), the PRA. If we do, all of our direct obligations under the Subordinated Notes and the Subordinated Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is organized or is a tax resident, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of taxes imposed by any U.K. taxing jurisdiction, rather than taxes imposed by any U.K. taxing jurisdiction. The subsidiary that assumes our obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “-Redemption and Repurchases” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of organization, provided that such right of redemption shall only apply to the extent not prohibited by CRD IV and will be subject to the conditions set forth above under “Redemption and Repurchases-Conditions to Redemption and Repurchases”.

 

For U.S. federal income tax purposes, an assumption of our obligations under the Subordinated Notes might be deemed to be an exchange of the Subordinated Notes for new subordinated notes by each beneficial owner, resulting in recognition of a taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.

 

General

 

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all payments on the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated to the claims of all or any of our creditors, whether only in the event of a winding up or otherwise. The ranking of our obligations shall be set out in the manner provided in the Subordinated Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the Subordinated Indenture. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof. Interest on the Subordinated Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on mAY 28, 2014. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in

 

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immediately available funds. Secondary market trading through Euroclear and Clearsteam will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Banking.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System-Issuance of Definitive Securities” in the accompanying prospectus.

 

Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

 

Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Subordinated Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Subordinated Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities-Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding up or administration, the liquidator or administrator (or other relevant insolvency official), as the case may be, on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount in trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Subordinated Notes, except for various obligations described below, if the Subordinated Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Subordinated Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Subordinated Notes on their various due dates; provided that such right of discharge shall only apply to the extent not prohibited by CRD IV. As of the date hereof, we may only legally release ourselves from obligations, provided that (except to the extent that the PRA no longer so requires) (i) we have notified the PRA of our intention to do so at least one month (or such other, longer or shorter period, as the PRA may then require or accept) before we become committed to the proposed discharge, and no objection thereto has been raised by the PRA or (if required) the PRA has provided its consent thereto, (ii) such right shall only apply to the extent not prohibited by CRD IV and (iii) we have complied with any other requirements of the PRA applicable at the time to such discharge, including, without limitation, any notice or consent requirements then applicable.

 

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In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a Default would include an Event of Default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Subordinated Debt Securities Event of Default or Capital Securities Event of Default” in the accompanying prospectus. A Default for this purpose would also include any event that would be an Event of Default if the requirements for giving us default notice or our Default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the Subordinated Indenture will remain.

 

Trustee; Direction of Trustee

 

The Trustee for the holders of the Subordinated Notes will be The Bank of New York Mellon, acting through its London Branch. See “-Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Subordinated Indenture, as amended by Section 3.23 of the First Supplemental Subordinated Indenture, shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.

 

By its acquisition of the Subordinated Notes, each holder of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Base Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) none of the Base Subordinated Indenture, the First Supplemental Subordinated Indenture or the Fourth Supplemental Subordinated Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Fourth Supplemental Subordinated Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Subordinated Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

Subsequent Holders’ Agreement

 

Holders of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.

 

Governing Law

 

The Subordinated Notes and the Subordinated Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Subordinated Indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Subordinated Notes will be governed by and construed in accordance with the laws of Scotland.

 

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Listing

 

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

 

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E.   3.754% Subordinated Tier 2 Notes due 2029

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SUBORDINATED NOTES

 

In this prospectus supplement, we refer to the $750,000,000 Fixed-to-Fixed Reset Rate Subordinated Tier 2 Notes due 2029 as the “Subordinated Notes”. The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Subordinated Notes will be issued in an aggregate principal amount of $750,000,000, and unless previously redeemed or repurchased (in the circumstances described in “—Tax Redemption”, “—Capital Disqualification Event”, “—Optional Redemption” and “—Repurchases” below), will mature on November 1, 2029.

 

The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu, without any preference among themselves, and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors. The ranking of our obligations shall be set out in the manner provided in the Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.

 

“Senior Creditors” means, in respect of the Issuer, the creditors of the Issuer whose claims are admitted to proof in the winding up, administration or other insolvency procedure of the Issuer and (i) who are unsubordinated creditors of the Issuer or (ii) who are subordinated creditors of the Issuer (whether in the event of a winding up or administration of the Issuer or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the holders of the Subordinated Notes, or (y) those who are Parity Creditors or Junior Creditors or (iii) who are creditors in respect of any secondary non-preferential debts.

 

“Junior Creditors” means creditors of the Issuer who are holders of any additional Tier 1 capital (within the meaning of the Capital Regulations (as defined below)) issued by the Issuer (including the $2,650,000,000 8.625% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (Callable August 15, 2021 and Every Five Years Thereafter) (ISIN US780097BB64), the $2,000,000,000 7.500% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (Callable August 10, 2020 and Every Five Years Thereafter) (ISIN US780099CJ48) and the $1,150,000,000 8.000% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (Callable August 10, 2025 and Every Five Years Thereafter) (ISIN US780099CK11)), and in each case any other obligations of the Issuer which rank or are expressed to rank pari passu with any of such obligations.

 

“Parity Creditors” means creditors of the Issuer who are holders of the $2,250,000,000 5.125% Subordinated Tier 2 Notes due 2024 (US780099CH81) and the €1,000,000,000 3.625 per cent. Subordinated Tier 2 Notes due 25 March 2024 (XS1049037200), and in each case any other obligations of the Issuer which rank or are expressed to rank pari passu with any of such obligations.

 

“Order” means Banks and Building Societies (Priorities on Insolvency) Order 2018.

 

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“Ranking Legislation” means the Order and any other law or regulation applicable to the Issuer which is amended by the Order.

 

“secondary non-preferential debts” shall have the meaning given to it in the Ranking Legislation, as amended from time to time. Currently, the Ranking Legislation states that “secondary non-preferential debts” means non-preferential debts issued by a relevant financial institution under an instrument where (i) the original contractual maturity of the instrument is of at least one year, (ii) the instrument is not a derivative and contains no embedded derivative, and (iii) the relevant contractual documentation and where applicable the prospectus related to the issue of the debts explain the priority of the debts under the Insolvency Act 1986.

 

The Subordinated Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on November 1, 2019 (the “Issue Date”). For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Subordinated Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public and Issue Date of such Subordinated Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Subordinated Notes, such additional notes must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, may constitute a single series of Subordinated Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

The Subordinated Notes will bear interest from (and including) the date of issuance to (but excluding) November 1, 2024 (the “Reset Date”), at a rate of 3.754% per annum, and from (and including) the Reset Date to (but excluding) maturity (the “Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent on the Reset Determination Date (as defined herein), plus 2.100%. Interest on the Subordinated Notes will be paid semi-annually in arrear on May 1 and November 1 of each year (each, an “Interest Payment Date”), beginning on May 1, 2020, to (and including) maturity. The regular record dates for the Subordinated Notes will be the 15th day of each April and October of each year, whether or not a business day, immediately preceding the relevant Interest Payment Date.

 

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The “Reset Determination Date” will be the second business day immediately preceding the Reset Date.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

All percentages resulting from any calculation of any interest rate on the Subordinated Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

If any scheduled Interest Payment Date is not a business day, we will pay interest on the next day that is a business day, but interest on such payment will not accrue during the period from and after such scheduled Interest Payment Date.

 

If the scheduled maturity date or date of redemption or repurchase (in the circumstances described in “—Tax Redemption”, “—Capital Disqualification Event”, “—Optional Redemption” and “—Repurchases” below) or repayment of the Subordinated Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption, repurchase or repayment.

 

Determination of the U.S. Treasury Rate

 

The U.S. Treasury Rate shall be determined by the Calculation Agent.

 

“U.S. Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five business days immediately prior to the Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time) on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of five years; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Date.

 

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Issuer equal to the yield on U.S. Treasury securities having a maturity of five years as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of five years) at 5:00 p.m. (New York City time) on the Reset Determination Date on which such rate was set forth in such release (or any successor release).

 

“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Issuer with a maturity date on or about the last day of the Reset Period and that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years.

 

“Comparable Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Reset Date (calculated on the Reset Determination Date preceding the Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if

 

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fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.

 

“Reference Treasury Dealer” means each of up to five banks selected by the Issuer (following, where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Subordinated Notes at our sole discretion, in whole but not in part, at any time in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”) and certain other limited circumstances. The circumstances in which we may redeem the Subordinated Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption”. In addition to the circumstances described in the accompanying prospectus under “Description of Debt Securities—Redemption”, we may also redeem the Subordinated Notes at our sole discretion, in whole but not in part, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. Taxing Jurisdiction, including any treaty to which it is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the Issue Date, (i) we would not, as a result of the Subordinated Notes being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which we are or would otherwise be grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist), or (ii) a future conversion into equity or write-down of the principal amount of the Subordinated Notes would result in (A) a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, or (B) the Subordinated Notes or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes.

 

In the event of such a redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the redemption date.

 

Capital Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Subordinated Notes at any time at our sole discretion, in whole but not in part, if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing. In the event of such redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued and unpaid payments of interest to, but excluding, the date of redemption.

 

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the redemption date.

 

A “Capital Disqualification Event” shall be deemed to have occurred if at any time we determine that, as a result of any amendment to, or change in the regulatory classification of the Subordinated Notes under, the Capital Regulations (or official interpretation thereof), in any such case becoming effective on or after the Issue Date of the Subordinated Notes, the whole or any part of the Subordinated Notes are, or are likely to be, excluded from our Tier 2 Capital and/or Tier 2 Capital of our Regulatory Group.

 

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“Capital Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy of the PRA and/or of the European Parliament or of the Council of the European Union (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines and policies relating to capital adequacy adopted by the PRA from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to us or to the Regulatory Group) including, at the date hereof, CRD IV (as defined below).

 

“CRD IV” means, taken together, (i) the CRD IV Directive and (ii) the CRD IV Regulation.

 

“CRD IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive (including Directive (EU) No. 2019/878 of the European Parliament and of the Council of 20 May 2019).

 

“CRD IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012, and any successor regulation (including Regulation (EU) No. 2019/876 of the European Parliament and of the Council of 20 May 2019).

 

“PRA” means the Prudential Regulation Authority or such other governmental authority in the United Kingdom (or, if we become domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to our business.

 

“Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

“Tier 2 Capital” means Tier 2 capital for the purposes of the Capital Regulations.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Subordinated Notes at our sole discretion, in whole but not in part, on November 1, 2024 (the “Optional Redemption Date”) at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

 

The Subordinated Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Subordinated Notes at our option on the Optional Redemption Date or due to the occurrence of a tax law change or a Capital Disqualification Event, we will give holders of the Subordinated Notes of not less than thirty (30) calendar days or more than sixty (60) calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

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·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Subordinated Notes.

 

If we have elected to redeem the Subordinated Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power in respect of the Subordinated Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Repurchase

 

Subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below, we may at any time and from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem the Subordinated Notes prior to the scheduled maturity date (and give notice thereof to the holders of Subordinated Notes) or repurchase the Subordinated Notes provided that (except to the extent that the Capital Regulations does not so require) (1) we have given such notice to the PRA as the PRA may then require before we become committed to the proposed redemption or repurchase, and (2) the PRA has granted permission for us to make such redemption or repurchase and we have complied with any other requirements of the Capital Regulations and/or the PRA applicable to such redemptions or repurchases at the time.

 

In addition, with respect to a redemption as described under “—Tax Redemption” and “—Capital Disqualification Event Redemption”, we may only so redeem the Subordinated Notes before five years after the Issue Date provided that (except to the extent that the Capital Regulations does not so require), in addition to the conditions set out in (1) and (2) of the paragraph above, we demonstrate to the satisfaction of the PRA that the circumstance that entitles us to exercise such right of redemption (A) was not reasonably foreseeable as at the Issue Date; (B) in the case of a redemption described under “—Tax Redemption”, is material; and (C) in the case of a redemption described under “—Capital Disqualification Event Redemption”, the PRA considers the change in the regulatory classification of the Subordinated Notes to be sufficiently certain.

 

The rules under CRD IV may be modified from time to time after the Issue Date of the Subordinated Notes and we may be required to comply with any additional or alternative preconditions set out in the relevant Capital Regulations and/or required by the PRA as a prerequisite to its consent to such redemptions or repurchases, at the time.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Subordinated Notes, by its acquisition of Subordinated Notes, each holder and beneficial owner of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK authority.

 

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For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (whether or not the UK is a Member State of the European Union) and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Subordinated Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power with respect to the Subordinated Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK authority shall not constitute a default or Event of Default under the terms of the Subordinated Notes or the Indenture.

 

In addition, by its acquisition of Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to the Subordinated Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK authority with respect to the Subordinated Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority in respect of the Subordinated Notes, the Subordinated Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the

 

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Subordinated Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Subordinated Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Subordinated Notes shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Subordinated Notes. If an Event of Default with respect to Subordinated Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare the principal amount of, and any accrued but unpaid interest on such Subordinated Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Subordinated Notes or the Trustee may accelerate amounts to be paid in respect of the Subordinated Notes.

 

Default

 

A “Default” with respect to the Subordinated Notes shall result if:

 

·                  any installment of interest in respect of the Subordinated Notes is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Subordinated Notes to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Subordinated Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice addressed to us and delivered to

 

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the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon such independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Subordinated Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Subordinated Notes.

 

The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Subordinated Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Subordinated Notes for taxes or other governmental charges. If such a withholding or deduction is required in respect of the payment of any interest (but not principal), we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Subordinated Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Subordinated Notes, the payment of the principal, premium, if any, or interest on or in respect of any Subordinated Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

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Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Subordinated Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 (Compensation and Reimbursement) of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK authority with respect to the Subordinated Notes.

 

By its acquisition of Subordinated Notes, each holder (including each beneficial holder) of the Subordinated Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority, the Subordinated Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding the Subordinated Notes will be deemed to be validly given if sent by first-class mail to the holders of the Subordinated Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Subordinated Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Subordinated Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

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Notices to be given by any holders of the Subordinated Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Subordinated Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the UK bail-in power.

 

Governing Law

 

The Subordinated Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York, except that, as the Indenture specifies, the subordination provisions and the waiver of the right to set-off by the holders and by the Trustee acting on behalf of the holders with respect to the Subordinated Notes will be governed by and construed in accordance with the laws of Scotland.

 

Listing

 

We intend to apply for the listing of the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

 

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SENIOR NOTES

 

A.                 5.625% Senior Notes due 2020

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated May 18, 2010, set out on pages 43 to 50 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

Fixed Rate Notes

 

The 2013 Fixed Rate Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on August 23, 2013 and the 2020 Fixed Rate Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on August 24, 2020. From and including the date of issuance, interest will accrue on the 2013 Fixed Rate Senior Notes at a rate of 3.400% per annum and on the 2020 Fixed Rate Senior Notes at a rate of 5.625% per annum. Interest will accrue from August 24, 2010. Interest will be payable semi-annually in arrears on February 23 and August 23 of each year, commencing on February 23, 2011 for the 2013 Fixed Rate Senior Notes and on February 24 and August 24 of each year, commencing on February 24, 2011 for the 2020 Fixed Rate Senior Notes. The regular record dates for the 2013 Fixed Rate Senior Notes will be February 9 and August 9 of each year, commencing on February 9, 2011. The regular record dates for the 2020 Fixed Rate Senior Notes will be February 10 and August 10 of each year, commencing on February 10, 2011.

 

If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.

 

Floating Rate Notes

 

The entire principal amount of the Floating Rate Notes will mature and become due and payable, together with any accrued and unpaid interest, on August 23, 2013.

 

The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on August 19, 2010 plus the Spread. Thereafter, the interest rate for any Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 242 basis points.

 

Interest on the Floating Rate Notes will be paid quarterly in arrears on November 23, February 23, May 23, and August 23, of each year, commencing November 23, 2010 (each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling

 

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on the maturity date, the Floating Rate Interest Periods (as defined below) and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes.

 

The interest rate will be reset on November 23, February 23, May 23 and August 23 of each year, commencing August 23, 2010 (each, an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day.

 

The first interest period will be the period from and including August 24, 2010 to but excluding the immediately succeeding Interest Reset Date. Thereafter, the interest periods will be the periods from and including an Interest Reset Date to but excluding the immediately succeeding Interest Reset Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Interest Period will be the period from and including the Interest Reset Date immediately preceding the maturity date to the maturity date.

 

The calculation agent in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period on the second London business day prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”). LIBOR for the first Floating Rate Interest Period will be determined on August 19, 2010.

 

LIBOR” means, with respect to (i) the Interest Determination Date for the first Floating Rate Interest Period, the offered rate for deposits of US dollars having a maturity between two months and three months and (ii) any subsequent Interest Determination Date, the offered rate for deposits of US dollars having a maturity of three months, in each case of (i) and (ii), that appears on the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for US dollar deposits) (the “Designated LIBOR Page”).

 

If no rate appears on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately 11:00 a.m., London time, on such Interest Determination Date at which deposits in US dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for a term of three months and in a principal amount equal to an amount that in the judgment of the calculation agent is representative for a single transaction in US dollars in such market at such time (a “Representative Amount”). The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards) of such quotations. If fewer than two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with five millionths of a percentage point rounded upwards) of the rates quoted at approximately 11:00 a.m. in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the calculation agent, after consultation with us, for loans in US dollars to leading European banks, for a term of three months and in a Representative Amount; provided, however, that if the banks so selected are not quoting as mentioned above, the then-existing LIBOR rate will remain in effect for such Interest Period.

 

The regular record dates for the Floating Rate Notes will be November 9, February 9, May 9 and August 9 of each year, commencing on November 9, 2010.

 

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by law.

 

Tax Redemption

 

We may redeem the Senior Notes in whole but not in part in the event of certain changes in the tax laws of the United Kingdom. In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption.

 

If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes

 

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and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption.”

 

General

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of senior debt securities issued under an indenture between us as Issuer, RBSG as Guarantor, and The Bank of New York Mellon as trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the trustee in the London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on August 24, 2010. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and issue date, provided however that such further notes must be fungible with the Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the amended and restated indenture relating to senior debt securities issued by us, dated as of August 13, 2010, between us, RBSG, and The Bank of New York Mellon. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

 

Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Senior Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities - Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the indenture (or between our obligations under or in

 

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respect of any Senior Note and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding up.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

Guarantee

 

The Senior Notes are fully and unconditionally guaranteed by RBSG. The guarantee is set forth in, and forms part of, the indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute RBSG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all RBSG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue RBSG to enforce their rights under the guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.

 

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B.   6.125% Senior Notes due 2021

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated May 18, 2010, set out on pages 43 to 50 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

The 2014 Senior Notes will be issued in an aggregate principal amount of $500,000,000 and will mature on January 11, 2014 and the 2021 Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on January 11, 2021. From and including the date of issuance, interest will accrue on the 2014 Senior Notes at a rate of 3.250% per annum and on the 2021 Senior Notes at a rate of 6.125% per annum. Interest will accrue from January 11, 2011. Interest will be payable semi-annually in arrears on January 11 and July 11 of each year, commencing on July 11, 2011. The regular record dates for the Senior Notes will be the December 27 and June 27 of each year immediately preceding the interest payment dates on January 11 and July 11, respectively.

 

If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Tax Redemption

 

We may redeem the Senior Notes in whole but not in part in the event of certain changes in the tax laws of the United Kingdom. In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to the date of redemption.

 

If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption.”

 

General

 

The Senior Notes will constitute separate series of senior debt securities issued under an indenture between us as Issuer, RBSG as Guarantor, and The Bank of New York Mellon as trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the trustee in the London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

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We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on January 11, 2011. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the relevant Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the relevant Senior Notes described in this prospectus supplement except for the price to the public and issue date, provided however that such further notes must be fungible with the relevant Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the relevant Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the amended and restated indenture relating to senior debt securities issued by us, dated as of August 13, 2010, between us, RBSG, and The Bank of New York Mellon. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

 

Payment of Additional Amounts

 

The government of the United Kingdom may require us to withhold or deduct amounts from payments of principal or interest on the Senior Notes, for taxes or other governmental charges. If such a withholding or deduction is required, we may be required to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities - Additional Amounts” in the accompanying prospectus.

 

Waiver of Right to Set-Off

 

By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the trustee to us) that they might otherwise have against us, whether before or during our winding up.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Defaults; Limitation of Remedies-Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

 

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However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

Guarantee

 

The Senior Notes are fully and unconditionally guaranteed by RBSG. The guarantee is set forth in, and forms part of, the indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, RBSG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute RBSG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all RBSG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue RBSG to enforce their rights under the guarantee without first suing any other person or entity. RBSG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.

 

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C.   3.875% Senior Notes due 2023

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated March 31, 2015, set out on pages 63 to 77 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

Senior Notes

 

The Senior Notes will be issued in an aggregate principal amount of $2,650,000,000 and will mature on September 12, 2023. From and including the date of issuance, interest will accrue on the Senior Notes at a rate of 3.875% per annum.

 

Interest will accrue from September 12, 2016. Interest will be payable semi-annually in arrear on March 12 and September 12 of each year, commencing on March 12, 2017. The regular record dates for the Senior Notes will be February 24 and August 24 of each year immediately preceding the interest payment dates on March 12 and September 12, respectively.

 

If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption” below) or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

General

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of senior debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on September 12, 2016. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the

 

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accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and issue date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Tax Redemption

 

We may redeem the Senior Notes in whole but not in part upon not less than five business days or more than sixty calendar days’ notice to the holders of Senior Notes in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest and additional amounts to the date of redemption.

 

If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for

 

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the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or event of default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of the Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct

 

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participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors - Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required. For more information on additional amounts and the situations in which we must pay additional amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay additional amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Waiver of Right to Set-Off

 

By accepting a Senior Note, each holder (including each beneficial holder) will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up.

 

Discharge

 

We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies—Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

 

However, even if we take these actions, a number of our obligations under the Indenture will remain.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

 

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By its acquisition of the Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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D.   3.498% Fixed Rate / Floating Rate Senior Notes due 2023 and Senior Floating Rate Notes due 2023

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated March 31, 2015, set out on pages 63 to 77 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $1,500,000,000 3.498 % Fixed Rate/Floating Rate Notes due 2023 as the “Fixed/Floating Rate Notes”, to the $1,500,000,000 Floating Rate Notes due 2023 as the “Floating Rate Notes” and to the Fixed/Floating Rate Notes and the Floating Rate Notes collectively as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Fixed/Floating Rate Notes and the Floating Rate Notes will be issued in an aggregate principal amount of $1,500,000,000 and $1,500,000,000, respectively, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on May 15, 2023.

 

The Senior Notes of each series will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Each of the Fixed/Floating Rate Notes and the Floating Rate Notes will constitute a separate series of senior debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 15, 2017. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

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We may, without the consent of the holders of the Senior Notes of any series, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes of the applicable series described in this prospectus supplement except for the prices to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such additional notes must be fungible with the outstanding Senior Notes of the applicable series for U.S. federal income tax purposes of the applicable series. Any such additional notes, together with the Senior Notes of the applicable series offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Fixed/Floating Rate Notes, from (and including) the Issue Date to (but excluding) May 15, 2022 (such period, the “Fixed/Floating Rate Notes Fixed Rate Period”), interest on the Fixed/Floating Rate Notes will be payable at a rate of 3.498% per annum. During the Fixed/Floating Rate Notes Fixed Rate Period, interest on the Fixed/Floating Rate Notes will be payable semi-annually in arrear on May 15 and November 15 of each year, beginning on November 15, 2017, to (and including) May 15, 2022 (each, a “Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date”). From (and including) May 15, 2022 to (but excluding) maturity (such period, the “Fixed/Floating Rate Notes Floating Rate Period”), the interest rate on the Fixed/Floating Rate Notes will be equal to the three-month U.S. dollar London interbank offered rate (“LIBOR”), as determined by the Calculation Agent on the applicable Fixed/Floating Rate Notes Interest Determination Date (as defined below), plus 1.480% per annum (the “Fixed/Floating Rate Notes Floating Interest Rate”) accruing from May 15, 2022, to (but excluding) maturity. During the Fixed/Floating Rate Notes Floating Rate Period, interest on the Fixed/Floating Rate Notes will be payable quarterly in arrear on August 15, 2022, November 15, 2022, February 15, 2023 and May 15, 2023, beginning on August 15, 2022, to (and including) maturity (each, a “Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date” and, together with each Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date, each a “Fixed/Floating Rate Notes Interest Payment Date”) and will be reset quarterly on May 15, 2022, August 15, 2022, November 15, 2022 and February 15, 2023, beginning on May 15, 2022 (each, a “Fixed/Floating Rate Notes Interest Reset Date”).

 

In respect of the Floating Rate Notes, from (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the three-month U.S. dollar LIBOR, as determined by the Calculation Agent on the applicable Floating Rate Notes Interest Determination Date (as defined below), plus 1.470% per annum (the “Floating Rate Notes Interest Rate”) accruing from May 15, 2017, to (but excluding) maturity. Interest on the Floating Rate Notes will be payable quarterly in arrear on February 15, May 15 , August 15 and November 15 of each year, beginning on August 15, 2017 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with each Fixed/Floating Rate Notes Interest Payment Date, each an “Interest Payment Date”). The interest rate applicable to the Floating Rate Notes will be reset quarterly on February 15, May 15, August 15 and November 15, beginning on May 15, 2017 (each, a “Floating Rate Notes Interest Reset Date”, and, together with each Fixed/Floating Rate Notes Interest Reset Date, each an “Interest Reset Date”).

 

For the Fixed/Floating Rate Notes during Fixed/Floating Rate Notes Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

For the Fixed/Floating Rate Notes during the Fixed/Floating Rate Notes Floating Rate Period and for the Floating Rate Notes:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be (i) in respect of the Fixed/Floating Rate Notes, the period beginning on (and including) a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Fixed/Floating Rate Notes will begin on May 15,

 

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2022 and will end on (but exclude) the first Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, the period beginning on (and including) a Floating Rate Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date; provided that the first floating rate interest period of the Floating Rate Notes will begin on the Issue Date and will end on (but exclude) the first Floating Rate Notes Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Interest Payment Date (other than the relevant maturity date for a series of Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Interest Payment Date (other than the relevant maturity date for a series of Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

An “Interest Determination Date” means either a Fixed/Floating Rate Notes Interest Determination Date or a Floating Rate Notes Interest Determination Date, as applicable.

 

A “Fixed/Floating Rate Notes Interest Determination Date” means the second London banking day preceding each applicable Fixed/Floating Rate Notes Interest Reset Date.

 

A “Floating Rate Notes Interest Determination Date” means the second London banking day preceding each applicable Floating Rate Notes Interest Reset Date.

 

A “Floating Rate Interest Payment Date” means either a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date or a Floating Rate Notes Interest Payment Date, as applicable.

 

London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01 (as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that

 

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Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, (i) in respect of the Fixed/Floating Rate Notes, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent and (ii) in Interest Rate.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of any series in whole but not in part, (i) in respect of the Fixed/Floating Rate Notes, at any time during the Fixed/Floating Rate Notes Fixed Rate Period and thereafter only on a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes of any series and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes of any series will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes of any series, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of any series at our sole discretion, in whole but not in part, (i) in respect of the Fixed/Floating Rate Notes at any time during the Fixed/Floating Rate Notes Fixed Rate Period and thereafter only on a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case, at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

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(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the series of Senior Notes affected, the applicable Senior Notes of such series are or, in our opinion or in the opinion of the PRA are likely to be fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the series of Senior Notes affected, the applicable Senior Notes of such series are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as such minimum requirements are applicable to us and/or the Regulatory Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where the exclusion of the relevant series of Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the relevant series of Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the relevant series of Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of the applicable series at our sole discretion, in whole but not in part, on May 15, 2022 (the “Optional Redemption Date”) at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes of any series at our option on the Optional Redemption Date for such series or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of such series not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

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·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such series of Senior Notes.

 

If we have elected to redeem Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. resolution authority exercises its U.K. Bail-in power in respect of the relevant series of Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem Senior Notes of any series prior to the maturity date or repurchase the Senior Notes of any series (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

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No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

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Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes of a series shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes of any series occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of such series may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of such series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes of a series shall result if:

 

·                  any installment of interest in respect of the Senior Notes of such series is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes of such series is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes of any series to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes of any series shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes of any series prior to any date on which the principal of, or any interest on, the Senior Notes of any such series would have otherwise been payable.

 

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Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on, or in respect of, any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

 

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By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding any series of Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of each series of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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E.   4.519% Fixed Rate / Floating Rate Senior Notes due 2024 and Senior Floating Rate Notes due 2024

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $1,250,000,000 4.519% Fixed Rate/Floating Rate Notes due 2024 as the “Fixed/Floating Rate Notes”, to the $750,000,000 Floating Rate Notes due 2024 as the “Floating Rate Notes” and to the Fixed/Floating Rate Notes and the Floating Rate Notes collectively as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Fixed/Floating Rate Notes and the Floating Rate Notes will be issued in an aggregate principal amount of $1,250,000,000 and $750,000,000, respectively, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on June 25, 2024.

 

The Senior Notes of each series will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

Each of the Fixed/Floating Rate Notes and the Floating Rate Notes will constitute a separate series of senior debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on June 25, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

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We may, without the consent of the holders of the Senior Notes of any series, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes of the applicable series described in this prospectus supplement except for the prices to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such additional notes must be fungible with the outstanding Senior Notes of the applicable series for U.S. federal income tax purposes of the applicable series. Any such additional notes, together with the Senior Notes of the applicable series offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Fixed/Floating Rate Notes, from (and including) the Issue Date to (but excluding) June 25, 2023 (such period, the “Fixed/Floating Rate Notes Fixed Rate Period”), interest on the Fixed/Floating Rate Notes will be payable at a rate of 4.519% per annum (the “Fixed Interest Rate”). During the Fixed/Floating Rate Notes Fixed Rate Period, interest on the Fixed/Floating Rate Notes will be payable semi-annually in arrear on June 25 and December 25 of each year, beginning on December 25, 2018 (each, a “Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date”) to (and including) June 25, 2023. From (and including) June 25, 2023 to (but excluding) maturity (such period, the “Fixed/Floating Rate Notes Floating Rate Period”), the interest rate on the Fixed/Floating Rate Notes will be equal to the three-month U.S. dollar LIBOR, as determined by the Calculation Agent on the applicable Fixed/Floating Rate Notes Interest Determination Date (as defined below), plus 1.550% per annum, accruing from June 25, 2023, to (but excluding) maturity. During the Fixed/Floating Rate Notes Floating Rate Period, interest on the Fixed/Floating Rate Notes will be payable quarterly in arrear on September 25, 2023, December 25, 2023, March 25, 2024 and June 25, 2024, beginning on September 25, 2023, to (and including) maturity (each, a “Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date” and, together with each Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date, each a “Fixed/Floating Rate Notes Interest Payment Date”) and will be reset quarterly on June 25, 2023, September 25, 2023, December 25, 2023 and March 25, 2024, beginning on June 25, 2023 (each, a “Fixed/Floating Rate Notes Interest Reset Date”).

 

In respect of the Floating Rate Notes, from (and including) the Issue Date to (but excluding) maturity, the interest rate on the Floating Rate Notes will be equal to the three-month U.S. dollar LIBOR, as determined by the Calculation Agent on the applicable Floating Rate Notes Interest Determination Date (as defined below), plus 1.550% per annum (the “Floating Rate Notes Interest Rate”) accruing from June 25, 2018, to (but excluding) maturity. Interest on the Floating Rate Notes will be payable quarterly in arrear on March 25, June 25, September 25 and December 25 of each year, beginning on September 25, 2018 and ending on maturity (each, a “Floating Rate Notes Interest Payment Date” and, together with each Fixed/Floating Rate Notes Interest Payment Date, each an “Interest Payment Date”). The interest rate applicable to the Floating Rate Notes will be reset quarterly on March 25, June 25, September 25 and December 25 of each year, beginning on September 25, 2018 (each, a “Floating Rate Notes Interest Reset Date”, and, together with each Fixed/Floating Rate Notes Interest Reset Date, each an “Interest Reset Date”).

 

For the Fixed/Floating Rate Notes during the Fixed/Floating Rate Notes Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

For the Fixed/Floating Rate Notes during the Fixed/Floating Rate Notes Floating Rate Period and for the Floating Rate Notes:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be (i) in respect of the Fixed/Floating Rate Notes, the period beginning on (and including) a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Fixed/Floating Rate Notes will begin on June 25,

 

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2023 and will end on (but exclude) the first Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, the period beginning on (and including) a Floating Rate Notes Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Notes Interest Payment Date; provided that the first floating rate interest period of the Floating Rate Notes will begin on the Issue Date and will end on (but exclude) the first Floating Rate Notes Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Interest Payment Date (other than the relevant maturity date for a series of Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Interest Payment Date (other than the relevant maturity date for a series of Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment for a series of Senior Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

An “Interest Determination Date” means either a Fixed/Floating Rate Notes Interest Determination Date or a Floating Rate Notes Interest Determination Date, as applicable.

 

A “Fixed/Floating Rate Notes Interest Determination Date” means the second London banking day preceding each applicable Fixed/Floating Rate Notes Interest Reset Date.

 

A “Floating Rate Notes Interest Determination Date” means the second London banking day preceding each applicable Floating Rate Notes Interest Reset Date.

 

A “Floating Rate Interest Payment Date” means either a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date or a Floating Rate Notes Interest Payment Date, as applicable.

 

London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

Subject to the circumstances described below under “—LIBOR Discontinuation”, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01 (as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that

 

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Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, (i) in respect of the Fixed/Floating Rate Notes, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent and (ii) in respect of the Floating Rate Notes, the first Floating Rate Notes Interest Rate.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

LIBOR Discontinuation

 

Notwithstanding the provisions described above under “ —LIBOR”, if we (in consultation with the Calculation Agent to the extent practicable) determine that LIBOR has ceased to be published on Reuters Page LIBOR01 as a result of LIBOR ceasing to be calculated or administered, then the following provisions will apply:

 

(1)                   we will use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate, no later than 5 business days prior to an Interest Determination Date (the “IA Determination Cut-off Date”), for purposes of determining the rate of interest for a Floating Rate Interest Period;

 

(2)                   if we are unable to appoint an Independent Adviser, or the Independent Adviser appointed by us fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, then we (in consultation with the Calculation Agent to the extent practicable and acting in good faith) may determine a Successor Rate, or if we determine that there is no Successor Rate, an Alternative Reference Rate, for purposes of determining the rate of interest for a Floating Rate Interest Period; provided, however, that if we are unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to an Interest Determination Date in accordance with this sub-paragraph (2), the rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Fixed Interest Rate in the case of the Fixed/Floating Rate Notes and the first Floating Rate Notes Interest Rate in the case of the Floating Rate Notes.

 

If a Successor Rate or Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate shall be substituted for LIBOR in relation to the Senior Notes, for all future Floating Rate Interest Periods.

 

If the Independent Adviser (in consultation with us) or we, as applicable, determine that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, and determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate, as applicable. If the Independent Adviser is, or we are, as the case may be, unable to determine the quantum of, or a formula or methodology for determining,

 

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such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

 

If the Independent Adviser or we, as the case may be, determine a Successor Rate or Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or we may also, following consultation with the Calculation Agent to the extent practicable, specify changes to the Successor Rate or Alternative Reference Rate, as applicable, or, in each case, the Adjustment Spread, as well as the day count fraction, business day convention, the definition of business day, the Interest Determination Date, the Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date, the Floating Rate Notes Interest Payment Date, and related provisions and definitions. All such changes can be made in order to follow market practice in relation to the Successor Rate or Alternative Reference Rate and such changes shall apply to the Senior Notes for all future Floating Rate Interest Periods. Upon receipt of satisfactory documentation, the Trustee shall, at our direction and expense, effect such amendments as may be required in order to give effect to this section “ — LIBOR Discontinuation” pursuant to a supplemental indenture or an amendment to the Indenture, or issuances and authentication of new global or definitive notes in respect of any series of the Senior Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Senior Notes. No holder consent will be solicited or required in connection with effecting the Successor Rate or Alternative Reference Rate or related changes, including for the execution of any documents, amendments to the Indenture or Senior Notes or other steps by us, the Trustee, the Calculation Agent or the principal paying agent (if required). We will, promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread, give notice thereof and of any changes to the terms of the Senior Notes to the Trustee, the Calculation Agent, the principal paying agent and the holders. By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Independent Adviser or our, as applicable, determination of the Successor Rate, Alternative Reference Rate or Adjustment Spread, as applicable, any changes in connection therewith as contemplated by this paragraph, and to any amendment or alteration of the terms of the Senior Notes, including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “ — LIBOR Discontinuation”. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate or the Alternative Reference Rate.

 

By its acquisition of Senior Notes, each holder of Senior Notes waives any and all claims against the Trustee, the Calculation Agent and the principal paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and the principal paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or the principal paying agent will be liable for, any action that the Trustee, the Calculation Agent or the paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “ — LIBOR Discontinuation”. By its acquisition of Senior Notes, each holder of Senior Notes agrees that neither the Trustee, the Calculation Agent or the principal paying agent will have any obligation to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread (including any adjustments thereto), including in the event of any failure by us to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread.

 

An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” shall act in good faith and (in the absence of bad faith, gross negligence or willful misconduct) shall have no liability whatsoever to us, the Trustee, the Calculation Agent or you for any determination made by it or for any advice given to us in connection with any determination made by us, pursuant to this section “— LIBOR Discontinuation”.

 

No Successor Rate or Alternative Reference Rate will be adopted pursuant to this section, nor will any other amendment to the terms of the Senior Notes be made, if and to the extent that, in our determination, the same could reasonably be expected to prejudice the qualification of the Senior Notes as our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments.

 

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with us) or we, as applicable, determine is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, as a result of the replacement of LIBOR with the Successor Rate or the Alternative Reference Rate, as applicable, and is the spread, formula or methodology which:

 

·                  in the case of a Successor Rate, is recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body; or

 

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·                  in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with us) or we, as applicable, determine is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate, as applicable; or

 

·                  if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with us), or we in our discretion, as applicable, determine (acting in good faith) to be appropriate.

 

Alternative Reference Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine has replaced LIBOR in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, or, if the Independent Adviser or we (as applicable) determine that there is no such rate, such other rate as the Independent Adviser or we (as applicable) determine, each as in our own discretion acting in good faith, is most comparable to LIBOR.

 

Independent Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by us at our own expense.

 

Relevant Nominating Body” means, in respect of a reference rate:

 

·                  the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

 

·                  any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine is a successor to or replacement of LIBOR which is recommended by any Relevant Nominating Body.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of any series in whole but not in part, (i) in respect of the Fixed/Floating Rate Notes, at any time during the Fixed/Floating Rate Notes Fixed Rate Period and thereafter only on a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes of any series and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes of any series will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes of any series, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of any series at our sole discretion, in whole but not in part, (i) in respect of the Fixed/Floating Rate Notes, at any time during the Fixed/Floating Rate Notes Fixed Rate Period

 

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and thereafter only on a Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and (ii) in respect of the Floating Rate Notes, only on a Floating Rate Notes Interest Payment Date, in each case, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the series of Senior Notes affected, the applicable Senior Notes of such series are or, in our opinion or in the opinion of the PRA are likely to be fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the series of Senior Notes affected, the applicable Senior Notes of such series are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the relevant series of Senior Notes is due to the remaining maturity of the relevant series of Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the relevant series of Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes of any series at our sole discretion, in whole but not in part,

 

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on June 25, 2023 (the “Optional Redemption Date”) at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes of any series at our option on the Optional Redemption Date for such series or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of such series not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such series of Senior Notes.

 

If we have elected to redeem Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. resolution authority exercises its U.K. Bail-in power in respect of the relevant series of Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem Senior Notes of any series prior to the maturity date or repurchase the Senior Notes of any series (and give notice thereof to the holders of such series of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of

 

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banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes of any series but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

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(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes of a series shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes of any series occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of such series may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of such series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes of a series shall result if:

 

·                  any installment of interest in respect of the Senior Notes of such series is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes of such series is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes of any series to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes of any series shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court

 

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declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes of any series prior to any date on which the principal of, or any interest on, the Senior Notes of any such series would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on, or in respect of, any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with

 

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respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

 

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding any series of Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

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Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of each series of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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F.   4.269% Fixed Rate / Floating Rate Senior Notes due 2025

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $2,000,000,000 4.269% Fixed Rate/Floating Rate Notes due 2025 as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Senior Notes will be issued in an aggregate principal amount of $2,000,000,000, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on March 22, 2025.

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on March 22, 2019. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such

 

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additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Senior Notes, from (and including) the Issue Date to (but excluding) March 22, 2024 (such period, the “Fixed Rate Period”), interest on the Senior Notes will be payable at a rate of 4.269% per annum (the “Fixed Interest Rate”). During the Fixed Rate Period, interest on the Senior Notes will be payable semi-annually in arrear on March 22 and September 22 of each year, beginning on September 22, 2019, (each, a “Fixed Rate Period Interest Payment Date”) to (and including) March 22, 2024. From (and including) March 22, 2024 to (but excluding) maturity (such period, the “Floating Rate Period”), the interest rate on the Senior Notes will be equal to the three-month U.S. dollar LIBOR (subject to “—LIBOR” and “—LIBOR Discontinuation”), as determined by the Calculation Agent on the applicable Interest Determination Date (as defined below), plus 1.762% per annum, accruing from March 22, 2024, to (but excluding) maturity. During the Floating Rate Period, interest on the Senior Notes will be payable quarterly in arrear on June 22, 2024, September 22, 2024, December 22, 2024 and March 22, 2025, beginning on June 22, 2024, to (and including) maturity (each, a “Floating Rate Period Interest Payment Date” and, together with each Fixed Rate Period Interest Payment Date, each an “Interest Payment Date”) and will be reset quarterly on March 22, 2024, June 22, 2024, September 22, 2024 and December 22, 2024, beginning on March 22, 2024 (each, an “Interest Reset Date”).

 

During the Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

During the Floating Rate Period:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Senior Notes will begin on March 22, 2024 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Period Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Period Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment of the Senior Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

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An “Interest Determination Date” means the second London banking day preceding each applicable Interest Reset Date.

 

London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

Subject to the circumstances described below under “—LIBOR Discontinuation”, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01(as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

LIBOR Discontinuation

 

Notwithstanding the provisions described above under “ —LIBOR”, if we (in consultation with the Calculation Agent to the extent practicable) determine that a Benchmark Event has occurred or consider that there may be a Successor Rate, in either case, when any rate of interest for a Floating Rate Interest Period (or the relevant component part thereof) remains to be determined by reference to LIBOR, then the following provisions will apply:

 

(1)                   we will use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate, no later than 5 business days prior to an Interest Determination Date (the “IA Determination Cut-off Date”), for purposes of determining the rate of interest for a Floating Rate Interest Period;

 

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(2)                   if we are unable to appoint an Independent Adviser, or the Independent Adviser appointed by us fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, then we (in consultation with the Calculation Agent to the extent practicable and acting in good faith) may determine a Successor Rate, or if we determine that there is no Successor Rate, an Alternative Reference Rate, for purposes of determining the rate of interest for a Floating Rate Interest Period; provided, however, that if we are unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to an Interest Determination Date in accordance with this sub-paragraph (2), the rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Fixed Interest Rate.

 

If a Successor Rate or Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate shall be substituted for LIBOR in relation to the Senior Notes, for all future Floating Rate Interest Periods.

 

If the Independent Adviser (in consultation with us) determines (or, if we are unable to appoint an Independent Adviser, or the Independent Adviser fails to determine whether an Adjustment Spread should be applied, we determine) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, and determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate, as applicable. If the Independent Adviser is, or we are, as the case may be, unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

 

If the Independent Adviser or we, as the case may be, determine a Successor Rate or Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or we may also, following consultation with the Calculation Agent to the extent practicable, specify changes to the Successor Rate or Alternative Reference Rate, as applicable, or, in each case, the Adjustment Spread, including the determination of the display page for the Successor Rate or Alternative Reference Rate or the method for determining the fallback rate in relation to the Senior Notes, as well as specify changes to the day count fraction, business day convention, the definition of business day, the Interest Determination Date, the Floating Rate Period Interest Payment Date, and related provisions and definitions. All such changes can be made in order to follow market practice in relation to the Successor Rate or Alternative Reference Rate and such changes shall apply to the Senior Notes for all future Floating Rate Interest Periods. Upon receipt of satisfactory documentation, the Trustee shall, at our direction and expense, effect such amendments as may be required in order to give effect to this section “ — LIBOR Discontinuation” pursuant to a supplemental indenture or an amendment to the Indenture, or issuances and authentication of new global or definitive notes in respect of the Senior Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Senior Notes. No holder consent will be solicited or required in connection with effecting the Successor Rate, Alternative Reference Rate or any related changes, including the Adjustment Spread, as applicable, and including for the execution of any documents, amendments to the Indenture or Senior Notes or other steps by us, the Trustee, the Calculation Agent or the principal paying agent (if required). We will, promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread, give notice thereof and of any changes to the terms of the Senior Notes to the Trustee, the Calculation Agent, the principal paying agent and the holders. By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Independent Adviser or our, as applicable, determination of the Successor Rate, Alternative Reference Rate or Adjustment Spread, as applicable, any changes in connection therewith as contemplated by this paragraph, and to any amendment or alteration of the terms of the Senior Notes, including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “ — LIBOR Discontinuation”. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate or the Alternative Reference Rate.

 

By its acquisition of Senior Notes, each holder of Senior Notes waives any and all claims against the Trustee, the Calculation Agent and the principal paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and the principal paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or the principal paying agent will be liable for, any action that the Trustee, the Calculation Agent or the paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “

 

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LIBOR Discontinuation”. By its acquisition of Senior Notes, each holder of Senior Notes agrees that neither the Trustee, the Calculation Agent or the principal paying agent will have any obligation to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread (including any adjustments thereto), including in the event of any failure by us to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread.

 

An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” shall act in good faith and (in the absence of bad faith, gross negligence or willful misconduct) shall have no liability whatsoever to us, the Trustee, the Calculation Agent or you for any determination made by it or for any advice given to us in connection with any determination made by us, pursuant to this section “— LIBOR Discontinuation”.

 

No Successor Rate, Alternative Reference Rate and/or Adjustment Spread will be adopted pursuant to this section, nor will any other amendment to the terms of the Senior Notes be made, if and to the extent that, in our determination, the same could reasonably be expected to prejudice the qualification of the Senior Notes as our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments.

 

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with us) or we, as applicable, determine is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, as a result of the replacement of LIBOR with the Successor Rate or the Alternative Reference Rate, as applicable, and is the spread, formula or methodology which:

 

·                  in the case of a Successor Rate, is recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body; or

 

·                  in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with us) or we, as applicable, determine is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate, as applicable; or

 

·                  if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with us), or we in our discretion, as applicable, determine (acting in good faith) to be appropriate.

 

Alternative Reference Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine has replaced LIBOR in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, or, if the Independent Adviser or we (as applicable) determine that there is no such rate, such other rate as the Independent Adviser or we (as applicable) determine, each as in our own discretion acting in good faith, is most comparable to LIBOR.

 

Benchmark Event” means:

 

(i)                       LIBOR has ceased to be published on Reuters Page LIBOR 01 as a result of LIBOR ceasing to be calculated or administered; or

 

(ii)                    a public statement by the administrator of LIBOR that it will cease publishing LIBOR permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of LIBOR); or

 

(iii)                 a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will be permanently or indefinitely discontinued; or

 

(iv)                a public statement by the supervisor of the administrator of LIBOR that means that LIBOR will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or

 

(v)                   it has or will become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any noteholder using LIBOR (including, without limitation, under the Benchmark Regulation (EU) 2016/1011, if applicable).

 

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Independent Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by us at our own expense.

 

Relevant Nominating Body” means, in respect of a reference rate:

 

·                  the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

 

·                  any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine is a successor to or replacement of LIBOR (for the avoidance of doubt, whether or not LIBOR has ceased to be available) which is recommended by any Relevant Nominating Body.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely not to qualify in full towards our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

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(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the Senior Notes is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, on March 22, 2024 (the “Optional Redemption Date”) at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes at our option on the Optional Redemption Date or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

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·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Senior Notes.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its U.K. Bail-in power in respect of the Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem the Senior Notes prior to the maturity date or repurchase the Senior Notes (and give notice thereof to the holders of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (whether or not the UK is a Member State of the European Union) and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power with respect to the Senior Notes, the

 

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relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

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·                  an effective shareholders’ resolution is validly adopted for our winding up, in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes shall result if:

 

·                  any installment of interest in respect of the Senior Notes is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

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The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on or in respect of any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes.

 

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes

 

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following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding the Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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G.   4.892% Fixed / Floating Rate Senior Notes due 2029

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $1,750,000,000 4.892% Fixed Rate/Floating Rate Notes due 2029 as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Senior Notes will be issued in an aggregate principal amount of $1,750,000,000, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on May 18, 2029.

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 18, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such

 

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additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Senior Notes, from (and including) the Issue Date to (but excluding) May 18, 2028 (such period, the “Fixed Rate Period”), interest on the Senior Notes will be payable at a rate of 4.892% per annum (the “Fixed Interest Rate”). During the Fixed Rate Period, interest on the Senior Notes will be payable semi-annually in arrear on May 18 and November 18 of each year, beginning on November 18, 2018, (each, a “Fixed Rate Period Interest Payment Date”) to (and including) May 18, 2028. From (and including) May 18, 2028 to (but excluding) maturity (such period, the “Floating Rate Period”), the interest rate on the Senior Notes will be equal to the three-month U.S. dollar LIBOR, as determined by the Calculation Agent on the applicable Interest Determination Date (as defined below), plus 1.754% per annum accruing from May 18, 2028, to (but excluding) maturity. During the Floating Rate Period, interest on the Senior Notes will be payable quarterly in arrear on August 18, 2028, November 18, 2028, February 18, 2029 and May 18, 2029, beginning on August 18, 2028, to (and including) maturity (each, a “Floating Rate Period Interest Payment Date” and, together with each Fixed Rate Period Interest Payment Date, each an “Interest Payment Date”) and will be reset quarterly on May 18, 2028, August 18, 2028, November 18, 2028 and February 18, 2029, beginning on May 18, 2028 (each, an “Interest Reset Date”).

 

During the Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

During the Floating Rate Period:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Senior Notes will begin on May 18, 2028 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Period Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Period Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

An “Interest Determination Date” means the second London banking day preceding each applicable Interest Reset Date.

 

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London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

Subject to the circumstances described below under “—LIBOR Discontinuation”, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01 (as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

LIBOR Discontinuation

 

Notwithstanding the provisions described above under “ —LIBOR”, if we (in consultation with the Calculation Agent to the extent practicable) determine that LIBOR has ceased to be published on Reuters Page LIBOR01 as a result of LIBOR ceasing to be calculated or administered, then the following provisions will apply:

 

(1)                   we will use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate, no later than 5 business days prior to an Interest Determination Date (the “IA Determination Cut-off Date”), for purposes of determining the rate of interest for a Floating Rate Interest Period;

 

(2)                   if we are unable to appoint an Independent Adviser, or the Independent Adviser appointed by us fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, then we (in consultation with the Calculation Agent to the extent practicable and acting in good faith)

 

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may determine a Successor Rate, or if we determine that there is no Successor Rate, an Alternative Reference Rate, for purposes of determining the rate of interest for a Floating Rate Interest Period; provided, however, that if we are unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to an Interest Determination Date in accordance with this sub-paragraph (2), the rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Fixed Interest Rate.

 

If a Successor Rate or Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate shall be substituted for LIBOR in relation to the Senior Notes, for all future Floating Rate Interest Periods.

 

If the Independent Adviser (in consultation with us) or we, as applicable, determine that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, and determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate, as applicable. If the Independent Adviser is, or we are, as the case may be, unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

 

If the Independent Adviser or we, as the case may be, determine a Successor Rate or Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or we may also, following consultation with the Calculation Agent to the extent practicable, specify changes to the Successor Rate or Alternative Reference Rate, as applicable, or, in each case, the Adjustment Spread, as well as the day count fraction, business day convention, the definition of business day, the Interest Determination Date or the Floating Rate Period Interest Payment Date, and related provisions and definitions. All such changes can be made in order to follow market practice in relation to the Successor Rate or Alternative Reference Rate and such changes shall apply to the Senior Notes for all future Floating Rate Interest Periods. Upon receipt of satisfactory documentation, the Trustee shall, at our direction and expense, effect such amendments as may be required in order to give effect to this section “ — LIBOR Discontinuation” pursuant to a supplemental indenture or an amendment to the Indenture, or issuances and authentication of new global or definitive notes in respect of the Senior Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Senior Notes. No holder consent will be solicited or required in connection with effecting the Successor Rate or Alternative Reference Rate or related changes, including for the execution of any documents, amendments to the Indenture or Senior Notes or other steps by us, the Trustee, the Calculation Agent or the principal paying agent (if required). We will, promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread, give notice thereof and of any changes to the terms of the Senior Notes to the Trustee, the Calculation Agent, the principal paying agent and the holders. By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Independent Adviser or our, as applicable, determination of the Successor Rate, Alternative Reference Rate or Adjustment Spread, as applicable, any changes in connection therewith as contemplated by this paragraph, and to any amendment or alteration of the terms of the Senior Notes, including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “ — LIBOR Discontinuation”. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate or the Alternative Reference Rate.

 

By its acquisition of Senior Notes, each holder of Senior Notes waives any and all claims against the Trustee, the Calculation Agent and the principal paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and the principal paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or the principal paying agent will be liable for, any action that the Trustee, the Calculation Agent or the paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “ — LIBOR Discontinuation”. By its acquisition of Senior Notes, each holder of Senior Notes agrees that neither the Trustee, the Calculation Agent or the principal paying agent will have any obligation to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread (including any adjustments thereto), including in the event of any failure by us to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread.

 

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An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” shall act in good faith and (in the absence of bad faith, gross negligence or willful misconduct) shall have no liability whatsoever to us, the Trustee, the Calculation Agent or you for any determination made by it or for any advice given to us in connection with any determination made by us, pursuant to this section “— LIBOR Discontinuation”.

 

No Successor Rate or Alternative Reference Rate will be adopted pursuant to this section, nor will any other amendment to the terms of the Senior Notes be made, if and to the extent that, in our determination, the same could reasonably be expected to prejudice the qualification of the Senior Notes as our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments.

 

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with us) or we, as applicable, determine is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, as a result of the replacement of LIBOR with the Successor Rate or the Alternative Reference Rate, as applicable, and is the spread, formula or methodology which:

 

·                  in the case of a Successor Rate, is recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body; or

 

·                  in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with us) or we, as applicable, determine is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate, as applicable; or

 

·                  if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with us), or we in our discretion, as applicable, determine (acting in good faith) to be appropriate.

 

Alternative Reference Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine has replaced LIBOR in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, or, if the Independent Adviser or we (as applicable) determine that there is no such rate, such other rate as the Independent Adviser or we (as applicable) determine, each as in our own discretion acting in good faith, is most comparable to LIBOR.

 

Independent Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by us at our own expense.

 

Relevant Nominating Body” means, in respect of a reference rate:

 

·                  the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

 

·                  any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine is a successor to or replacement of LIBOR which is recommended by any Relevant Nominating Body.

 

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Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely not to qualify in full towards our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the Senior Notes is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss

 

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absorbing capacity instruments adopted by the PRA (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, on May 18, 2028 (the “Optional Redemption Date”) at 100% of their principal amount plus accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes at our option on the Optional Redemption Date or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Senior Notes.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. resolution authority exercises its U.K. Bail-in power in respect of the Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem the Senior Notes prior to the maturity date or repurchase the Senior Notes (and give notice thereof to the holders of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the

 

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Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,

 

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a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes shall result if:

 

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·                  any installment of interest in respect of the Senior Notes is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on, or in respect of, any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and

 

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as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

 

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

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Notices

 

All notices regarding the Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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H.   4.445% Fixed / Floating Rate Senior Notes due 2030

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $1,250,000,000 4.445% Fixed Rate/Floating Rate Notes due 2030 as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Senior Notes will be issued in an aggregate principal amount of $1,250,000,000, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on May 8, 2030.

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 8, 2019. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such

 

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additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Senior Notes, from (and including) the Issue Date to (but excluding) May 8, 2029 (such period, the “Fixed Rate Period”), interest on the Senior Notes will be payable at a rate of 4.445% per annum (the “Fixed Interest Rate”). During the Fixed Rate Period, interest on the Senior Notes will be payable semi-annually in arrear on May 8 and November 8 of each year, beginning on November 8, 2019, (each, a “Fixed Rate Period Interest Payment Date”) to (and including) May 8, 2029. From (and including) May 8, 2029 to (but excluding) maturity (such period, the “Floating Rate Period”), the interest rate on the Senior Notes will be equal to the three-month U.S. dollar LIBOR (subject to “—LIBOR” and “—LIBOR Discontinuation”), as determined by the Calculation Agent on the applicable Interest Determination Date (as defined below), plus 1.871% per annum, accruing from (and including) May 8, 2029, to (but excluding) maturity. During the Floating Rate Period, interest on the Senior Notes will be payable quarterly in arrear on August 8, 2029, November 8, 2029, February 8, 2030 and May 8, 2030, beginning on August 8, 2029, to (and including) maturity (each, a “Floating Rate Period Interest Payment Date” and, together with each Fixed Rate Period Interest Payment Date, each an “Interest Payment Date”) and will be reset quarterly on May 8, 2029, August 8, 2029, November 8, 2029 and February 8, 2030, beginning on May 8, 2029 (each, an “Interest Reset Date”).

 

During the Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

During the Floating Rate Period:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Senior Notes will begin on May 8, 2029 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Period Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Period Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment of the Senior Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

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An “Interest Determination Date” means the second London banking day preceding each applicable Interest Reset Date.

 

London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

Subject to the circumstances described below under “—LIBOR Discontinuation”, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01(as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

LIBOR Discontinuation

 

Notwithstanding the provisions described above under “ —LIBOR”, if we (in consultation with the Calculation Agent to the extent practicable) determine that a Benchmark Event has occurred or consider that there may be a Successor Rate, in either case, when any rate of interest for a Floating Rate Interest Period (or the relevant component part thereof) remains to be determined by reference to LIBOR, then the following provisions will apply:

 

(1)                   we will use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate, no later than 5 business days prior to an Interest Determination Date (the “IA Determination Cut-off Date”), for purposes of determining the rate of interest for a Floating Rate Interest Period;

 

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(2)                   if we are unable to appoint an Independent Adviser, or the Independent Adviser appointed by us fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, then we (in consultation with the Calculation Agent to the extent practicable and acting in good faith) may determine a Successor Rate, or if we determine that there is no Successor Rate, an Alternative Reference Rate, for purposes of determining the rate of interest for a Floating Rate Interest Period; provided, however, that if we are unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to an Interest Determination Date in accordance with this sub-paragraph (2), the rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Fixed Interest Rate.

 

If a Successor Rate or Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate shall be substituted for LIBOR in relation to the Senior Notes, for all future Floating Rate Interest Periods.

 

If the Independent Adviser (in consultation with us) determines (or, if we are unable to appoint an Independent Adviser, or the Independent Adviser fails to determine whether an Adjustment Spread should be applied, we determine) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, and determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate, as applicable. If the Independent Adviser is, or we are, as the case may be, unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

 

If the Independent Adviser or we, as the case may be, determine a Successor Rate or Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or we may also, following consultation with the Calculation Agent to the extent practicable, specify changes to the Successor Rate or Alternative Reference Rate, as applicable, or, in each case, the Adjustment Spread, including the determination of the display page for the Successor Rate or Alternative Reference Rate or the method for determining the fallback rate in relation to the Senior Notes, as well as specify changes to the day count fraction, business day convention, the definition of business day, the Interest Determination Date, the Floating Rate Period Interest Payment Date, and related provisions and definitions. All such changes can be made in order to follow market practice in relation to the Successor Rate or Alternative Reference Rate and such changes shall apply to the Senior Notes for all future Floating Rate Interest Periods. Upon receipt of satisfactory documentation, the Trustee shall, at our direction and expense, effect such amendments as may be required in order to give effect to this section “ — LIBOR Discontinuation” pursuant to a supplemental indenture or an amendment to the Indenture, or issuances and authentication of new global or definitive notes in respect of the Senior Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Senior Notes. No holder consent will be solicited or required in connection with effecting the Successor Rate, Alternative Reference Rate or any related changes, including the Adjustment Spread, as applicable, and including for the execution of any documents, amendments to the Indenture or Senior Notes or other steps by us, the Trustee, the Calculation Agent or the principal paying agent (if required). We will, promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread, give notice thereof and of any changes to the terms of the Senior Notes to the Trustee, the Calculation Agent, the principal paying agent and the holders. By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Independent Adviser or our, as applicable, determination of the Successor Rate, Alternative Reference Rate or Adjustment Spread, as applicable, any changes in connection therewith as contemplated by this paragraph, and to any amendment or alteration of the terms of the Senior Notes, including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “ — LIBOR Discontinuation”. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate or the Alternative Reference Rate.

 

By its acquisition of Senior Notes, each holder of Senior Notes waives any and all claims against the Trustee, the Calculation Agent and the principal paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and the principal paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or the principal paying agent will be liable for, any action that the Trustee, the Calculation Agent or the paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “

 

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LIBOR Discontinuation”. By its acquisition of Senior Notes, each holder of Senior Notes agrees that neither the Trustee, the Calculation Agent or the principal paying agent will have any obligation to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread (including any adjustments thereto), including in the event of any failure by us to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread.

 

An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” shall act in good faith and (in the absence of bad faith, gross negligence or willful misconduct) shall have no liability whatsoever to us, the Trustee, the Calculation Agent or you for any determination made by it or for any advice given to us in connection with any determination made by us, pursuant to this section “— LIBOR Discontinuation”.

 

No Successor Rate, Alternative Reference Rate and/or Adjustment Spread will be adopted pursuant to this section, nor will any other amendment to the terms of the Senior Notes be made, if and to the extent that, in our determination, the same could reasonably be expected to prejudice the qualification of the Senior Notes as our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments.

 

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with us) or we, as applicable, determine is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, as a result of the replacement of LIBOR with the Successor Rate or the Alternative Reference Rate, as applicable, and is the spread, formula or methodology which:

 

·                  in the case of a Successor Rate, is recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body; or

 

·                  in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with us) or we, as applicable, determine is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate, as applicable; or

 

·                  if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with us), or we in our discretion, as applicable, determine (acting in good faith) to be appropriate.

 

Alternative Reference Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine has replaced LIBOR in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, or, if the Independent Adviser or we (as applicable) determine that there is no such rate, such other rate as the Independent Adviser or we (as applicable) determine, each as in our own discretion acting in good faith, is most comparable to LIBOR.

 

Benchmark Event” means:

 

(i)                       LIBOR has ceased to be published on Reuters Page LIBOR 01 as a result of LIBOR ceasing to be calculated or administered; or

 

(ii)                    a public statement by the administrator of LIBOR that it will cease publishing LIBOR permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of LIBOR); or

 

(iii)                 a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will be permanently or indefinitely discontinued; or

 

(iv)                a public statement by the supervisor of the administrator of LIBOR that means that LIBOR will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or

 

(v)                   it has or will become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any noteholder using LIBOR (including, without limitation, under the Benchmark Regulation (EU) 2016/1011, if applicable).

 

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Independent Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by us at our own expense.

 

Relevant Nominating Body” means, in respect of a reference rate:

 

·                  the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

 

·                  any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine is a successor to or replacement of LIBOR (for the avoidance of doubt, whether or not LIBOR has ceased to be available) which is recommended by any Relevant Nominating Body.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely not to qualify in full towards our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

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(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the Senior Notes is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, on May 8, 2029 (the “Optional Redemption Date”) at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes at our option on the Optional Redemption Date or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  he redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

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·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Senior Notes.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its U.K. Bail-in power in respect of the Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem the Senior Notes prior to the maturity date or repurchase the Senior Notes (and give notice thereof to the holders of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (whether or not the UK is a Member State of the European Union) and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK authority exercises its UK bail-in power with respect to the Senior Notes, the

 

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relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

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·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes shall result if:

 

·                  any installment of interest in respect of the Senior Notes is not paid on or before the relevant Interest Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

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The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on or in respect of any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK authority with respect to the Senior Notes.

 

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes

 

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following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding the Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

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I.   5.076% Fixed Rate / Floating Rate Senior Notes due 2030

 

Base Prospectus:

 

Please see the section “Description of Debt Securities” of the Base Prospectus dated December 13, 2017, set out on pages 78 to 91 of this exhibit.

 

Prospectus Supplement:

 

DESCRIPTION OF THE SENIOR NOTES

 

In this prospectus supplement, we refer to the $1,750,000,000 5.076% Fixed Rate/Floating Rate Notes due 2030 as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities contained in the accompanying prospectus under the heading “Description of Debt Securities.” If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.

 

General

 

The Senior Notes will be issued in an aggregate principal amount of $1,750,000,000, and unless previously redeemed (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below), will mature on January 27, 2030.

 

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, and equally with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.

 

The Senior Notes will constitute a separate series of debt securities issued under the Indenture. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

 

The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

 

We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by global securities registered in the name of a nominee of DTC. You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on September 27, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

 

Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Form of Debt Securities and Contingent Convertible Securities; Book-Entry System” in the accompanying prospectus.

 

Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public and Issue Date of such Senior Notes, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Senior Notes, such

 

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additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, may constitute a single series of Senior Notes under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under the Indenture.

 

Interest

 

In respect of the Senior Notes, from (and including) the Issue Date to (but excluding) January 27, 2029 (such period, the “Fixed Rate Period”), interest on the Senior Notes will be payable at a rate of 5.076% per annum (the “Fixed Interest Rate”). During the Fixed Rate Period, interest on the Senior Notes will be payable semi-annually in arrear on January 27 and July 27 of each year, beginning on January 27, 2019, (each, a “Fixed Rate Period Interest Payment Date”) to (and including) January 27, 2029. From (and including) January 27, 2029 to (but excluding) maturity (such period, the “Floating Rate Period”), the interest rate on the Senior Notes will be equal to the three-month U.S. dollar LIBOR, as determined by the Calculation Agent on the applicable Interest Determination Date (as defined below), plus 1.905% per annum, accruing from January 27, 2029, to (but excluding) maturity. During the Floating Rate Period, interest on the Senior Notes will be payable quarterly in arrear on April 27, 2029, July 27, 2029, October 27, 2029 and January 27, 2030, beginning on April 27, 2029, to (and including) maturity (each, a “Floating Rate Period Interest Payment Date” and, together with each Fixed Rate Period Interest Payment Date, each an “Interest Payment Date”) and will be reset quarterly on January 27, 2029, April 27, 2029, July 27, 2029 and October 27, 2029, beginning on January 27, 2029 (each, an “Interest Reset Date”).

 

During the Fixed Rate Period:

 

·                  Interest will be calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year.

 

·                  If any scheduled interest payment date is not a business day, such interest payment date will be postponed to the next day that is a business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.

 

During the Floating Rate Period:

 

·                  Interest will be calculated on the basis of the actual number of days in each interest period, assuming a 360-day year. An interest period will be the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date; provided that the first floating rate interest period of the Senior Notes will begin on January 27, 2029 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.

 

·                  If any scheduled Interest Reset Date or Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is not a business day, such Interest Reset Date or Floating Rate Period Interest Payment Date will be postponed to the next day that is a business day; provided that if that business day falls in the next succeeding calendar month, such Interest Reset Date or Floating Rate Period Interest Payment Date will be the immediately preceding business day. If any such Floating Rate Period Interest Payment Date (other than the maturity date of the Senior Notes) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date.

 

If the scheduled maturity date or date of redemption (in the circumstances described in “—Tax Redemption”, “—Loss Absorption Disqualification Event” and “—Optional Redemption” below) or repayment of the Senior Notes is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.

 

A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in the City of New York or in the City of London.

 

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An “Interest Determination Date” means the second London banking day preceding each applicable Interest Reset Date.

 

London banking day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

 

LIBOR

 

Subject to the circumstances described below under “—LIBOR Discontinuation”, LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 

(1)                   With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below.

 

(2)                   With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01(as defined below), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include the Underwriters or their affiliates), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York (which may include the Underwriters or their affiliates), as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, such rate as may be determined by such alternate method as reasonably selected by the Calculation Agent.

 

Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for U.S. dollars.

 

All percentages resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.

 

LIBOR Discontinuation

 

Notwithstanding the provisions described above under “ —LIBOR”, if we (in consultation with the Calculation Agent to the extent practicable) determine that a Benchmark Event has occurred or consider that there may be a Successor Rate, in either case, when any rate of interest for a Floating Rate Interest Period (or the relevant component part thereof) remains to be determined by reference to LIBOR, then the following provisions will apply:

 

(1)                   we will use reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate, no later than 5 business days prior to an Interest Determination Date (the “IA Determination Cut-off Date”), for purposes of determining the rate of interest for a Floating Rate Interest Period;

 

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(2)                   if we are unable to appoint an Independent Adviser, or the Independent Adviser appointed by us fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, then we (in consultation with the Calculation Agent to the extent practicable and acting in good faith) may determine a Successor Rate, or if we determine that there is no Successor Rate, an Alternative Reference Rate, for purposes of determining the rate of interest for a Floating Rate Interest Period; provided, however, that if we are unable or unwilling to determine a Successor Rate or an Alternative Reference Rate prior to an Interest Determination Date in accordance with this sub-paragraph (2), the rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Fixed Interest Rate.

 

If a Successor Rate or Alternative Reference Rate is determined in accordance with the preceding provisions, such Successor Rate or Alternative Reference Rate shall be substituted for LIBOR in relation to the Senior Notes, for all future Floating Rate Interest Periods.

 

If the Independent Adviser (in consultation with us) determines (or, if we are unable to appoint an Independent Adviser, or the Independent Adviser fails to determine whether an Adjustment Spread should be applied, we determine) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, and determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate, as applicable. If the Independent Adviser is, or we are, as the case may be, unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate, as applicable, will apply without an Adjustment Spread.

 

If the Independent Adviser or we, as the case may be, determine a Successor Rate or Alternative Reference Rate or, in each case, any Adjustment Spread, in accordance with the above provisions, the Independent Adviser or we may also, following consultation with the Calculation Agent to the extent practicable, specify changes to the Successor Rate or Alternative Reference Rate, as applicable, or, in each case, the Adjustment Spread, including the determination of the display page for the Successor Rate or Alternative Reference Rate or the method for determining the fallback rate in relation to the Senior Notes, as well as specify changes to the day count fraction, business day convention, the definition of business day, the Interest Determination Date, the Floating Rate Period Interest Payment Date, and related provisions and definitions. All such changes can be made in order to follow market practice in relation to the Successor Rate or Alternative Reference Rate and such changes shall apply to the Senior Notes for all future Floating Rate Interest Periods. Upon receipt of satisfactory documentation, the Trustee shall, at our direction and expense, effect such amendments as may be required in order to give effect to this section “ — LIBOR Discontinuation” pursuant to a supplemental indenture or an amendment to the Indenture, or issuances and authentication of new global or definitive notes in respect of the Senior Notes, and the Trustee shall not be liable to any party for any consequences thereof, save as provided in the Indenture and the Senior Notes. No holder consent will be solicited or required in connection with effecting the Successor Rate, Alternative Reference Rate or any related changes, including the Adjustment Spread, as applicable, and including for the execution of any documents, amendments to the Indenture or Senior Notes or other steps by us, the Trustee, the Calculation Agent or the principal paying agent (if required). We will, promptly following the determination of any Successor Rate, Alternative Reference Rate or Adjustment Spread, give notice thereof and of any changes to the terms of the Senior Notes to the Trustee, the Calculation Agent, the principal paying agent and the holders. By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Independent Adviser or our, as applicable, determination of the Successor Rate, Alternative Reference Rate or Adjustment Spread, as applicable, any changes in connection therewith as contemplated by this paragraph, and to any amendment or alteration of the terms of the Senior Notes, including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “ — LIBOR Discontinuation”. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to effect the Successor Rate or the Alternative Reference Rate.

 

By its acquisition of Senior Notes, each holder of Senior Notes waives any and all claims against the Trustee, the Calculation Agent and the principal paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and the principal paying agent in respect of, and agrees that neither the Trustee, the Calculation Agent or the principal paying agent will be liable for, any action that the Trustee, the Calculation Agent or the paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “

 

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LIBOR Discontinuation”. By its acquisition of Senior Notes, each holder of Senior Notes agrees that neither the Trustee, the Calculation Agent or the principal paying agent will have any obligation to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread (including any adjustments thereto), including in the event of any failure by us to determine any Successor Rate, Alternative Reference Rate or Adjustment Spread.

 

An Independent Adviser appointed pursuant to this section “— LIBOR Discontinuation” shall act in good faith and (in the absence of bad faith, gross negligence or willful misconduct) shall have no liability whatsoever to us, the Trustee, the Calculation Agent or you for any determination made by it or for any advice given to us in connection with any determination made by us, pursuant to this section “— LIBOR Discontinuation”.

 

No Successor Rate, Alternative Reference Rate and/or Adjustment Spread will be adopted pursuant to this section, nor will any other amendment to the terms of the Senior Notes be made, if and to the extent that, in our determination, the same could reasonably be expected to prejudice the qualification of the Senior Notes as our and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments.

 

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with us) or we, as applicable, determine is required to be applied to the Successor Rate or the Alternative Reference Rate, as applicable, as a result of the replacement of LIBOR with the Successor Rate or the Alternative Reference Rate, as applicable, and is the spread, formula or methodology which:

 

·                  in the case of a Successor Rate, is recommended in relation to the replacement of LIBOR with the Successor Rate by any Relevant Nominating Body; or

 

·                  in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with us) or we, as applicable, determine is recognised or acknowledged as being in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate, as applicable; or

 

·                  if no such customary market usage is recognised or acknowledged, the Independent Adviser in its discretion (in consultation with us), or we in our discretion, as applicable, determine (acting in good faith) to be appropriate.

 

Alternative Reference Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine has replaced LIBOR in customary market usage for the purposes of determining floating rates of interest in respect of securities denominated in U.S. dollars, or, if the Independent Adviser or we (as applicable) determine that there is no such rate, such other rate as the Independent Adviser or we (as applicable) determine, each as in our own discretion acting in good faith, is most comparable to LIBOR.

 

Benchmark Event” means:

 

(i)                       LIBOR has ceased to be published on Reuters Page LIBOR 01 as a result of LIBOR ceasing to be calculated or administered; or

 

(ii)                    a public statement by the administrator of LIBOR that it will cease publishing LIBOR permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of LIBOR); or

 

(iii)                 a public statement by the supervisor of the administrator of LIBOR that LIBOR has been or will be permanently or indefinitely discontinued; or

 

(iv)                a public statement by the supervisor of the administrator of LIBOR that means that LIBOR will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or

 

(v)                   it has or will become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any noteholder using LIBOR (including, without limitation, under the Benchmark Regulation (EU) 2016/1011, if applicable).

 

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Independent Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by us at our own expense.

 

Relevant Nominating Body” means, in respect of a reference rate:

 

·                  the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or

 

·                  any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Adviser or we (as applicable) determine is a successor to or replacement of LIBOR which is recommended by any Relevant Nominating Body.

 

Tax Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, in each case in the event of certain changes in the tax laws of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax and certain other limited circumstances. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption.”

 

In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption. If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

 

Loss Absorption Disqualification Event Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, at any time during the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption, in the event we determine a Loss Absorption Disqualification Event has occurred and is continuing.

 

Before the publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, we shall deliver to the Trustee a certificate signed by two authorised signatories of RBSG stating that, in such signatories’ belief, the condition for redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the holders of the Senior Notes.

 

For these purposes:

 

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if:

 

(i)                       at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming so effective, in each case with respect to us and/or the Regulatory Group, on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely to be fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or

 

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(ii)                    as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior Notes, the Senior Notes are or, in our opinion or in the opinion of the PRA are likely to be, fully or partially excluded from our and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments,

 

in each case as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations as applicable to us and/or the Regulatory Group; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification Event shall not occur where such exclusion of the Senior Notes is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria under the relevant Loss Absorption Regulations effective with respect to us and/or the Regulatory Group on the issue date of the Senior Notes.

 

Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the PRA (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).

 

PRA” means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory authority with respect to our business.

 

Regulatory Group” means us, our subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of our subsidiary undertakings from time to time and any other undertakings from time to time consolidated with us for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect.

 

Optional Redemption

 

Subject to the provisions described under “—Notice of Redemption” and “—Conditions to Redemption and Repurchase” below, we may redeem the Senior Notes at our sole discretion, in whole but not in part, on January 27, 2029 (the “Optional Redemption Date”) at 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date of redemption.

 

The Senior Notes will not be redeemable at the option of the holders at any time.

 

Notice of Redemption

 

If we elect to redeem the Senior Notes at our option on the Optional Redemption Date or due to the occurrence of a tax law change or a Loss Absorption Disqualification Event, we will give holders of the Senior Notes of not less than five (5) business days or more than 60 calendar days’ notice in accordance with “—Notices” below, and to the Trustee at least five (5) business days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee. Except as otherwise provided herein, such notice shall be irrevocable but may be conditioned on the occurrence of any event or circumstance.

 

Any redemption notice will state:

 

·                  the redemption date;

 

·                  the redemption price;

 

·                  that, and subject to what conditions, the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date;

 

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·                  the place or places at which each holder may obtain payment of the redemption price; and

 

·                  the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Senior Notes.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant U.K. resolution authority exercises its U.K. Bail-in power in respect of the Senior Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

Conditions to Redemption and Repurchase

 

Notwithstanding any other provision, we may only redeem the Senior Notes prior to the maturity date or repurchase the Senior Notes (and give notice thereof to the holders of Senior Notes in the case of redemption) if we have obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.

 

Agreement with Respect to the Exercise of UK Bail-in Power

 

Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority which may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into ordinary shares or other securities or other obligations of RBSG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.

 

For these purposes, a “UK bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to RBSG or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.

 

A reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power.

 

No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.

 

If we have elected to redeem the Senior Notes but prior to the payment of the redemption amount with respect to such redemption the relevant UK resolution authority exercises its UK bail-in power with respect to the Senior

 

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Notes, the relevant redemption notices shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

 

The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a default or Event of Default under the terms of the Senior Notes or the Indenture.

 

In addition, by its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes:

 

(i)                       acknowledges and agrees that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;

 

(ii)                    to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes;

 

(iii)                 agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes,

 

a.                        the Trustee shall not be required to take any further directions from holders of the notes under Section 5.12 (Control by Holders) of the Indenture, which section authorises holders of a majority in aggregate outstanding principal amount of the notes to direct certain actions relating to the notes, and

 

b.                        the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority in respect of the Senior Notes, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that we and the Trustee shall agree pursuant to a supplemental indenture.

 

(iv)                shall be deemed to have (i) consented to the exercise of any UK bail-in power which may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorised, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder.

 

For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.

 

Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.

 

Events of Default and Defaults; Limitation of Remedies

 

Events of Default

 

An “Event of Default” with respect to the Senior Notes shall only result if:

 

·                  a court of competent jurisdiction makes an order for our winding up which is not successfully appealed within 30 days; or

 

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·                  an effective shareholders’ resolution is validly adopted for our winding up,

 

in each case other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.

 

There are no other Events of Default under the Senior Notes. If an Event of Default with respect to Senior Notes occurs and is continuing, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare the principal amount of, and any accrued but unpaid interest on such Senior Notes to be due and payable immediately in accordance with the terms of the Indenture. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.

 

There are no other circumstances in which holders of Senior Notes or the Trustee may accelerate amounts to be paid in respect of the Senior Notes.

 

Default

 

A “Default” with respect to the Senior Notes shall result if:

 

·                  Payment Date and such failure continues for 14 days; or

 

·                  all or any part of the principal amount of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days.

 

If a Default occurs and is continuing, the Trustee may commence a proceeding for our winding up, but the Trustee may not declare the principal amount of any outstanding Senior Notes to be due and payable.

 

However and notwithstanding any other provisions, a failure to make any payment on the Senior Notes shall not be a Default if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction. In such case, the Trustee may require us to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings for a court declaration), in which case we shall immediately take and expeditiously proceed with the action and shall be bound by any final resolution resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the payment shall become due and payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to us informing us of such determination.

 

Upon the occurrence of any Event of Default or Default, we shall give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Senior Notes whether in connection with any breach by us of our obligations under the Senior Notes, the Indenture or otherwise, including by judicial proceedings, provided that we shall not, as a result of any such action by the Trustee, be required to pay any amount representing or measured by reference to principal or interest on the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable.

 

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Senior Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by us of our obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the holders shall have such rights and powers as they are entitled to have under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), including the Trustee’s prior lien on any amounts collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Notes are subject to the subordination provisions set forth in the Indenture.

 

Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.

 

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The provisions described under “Description of Debt Securities—Events of Default and Defaults; Limitation of Remedies” in the accompanying prospectus do not apply to the Senior Notes.

 

Payment of Additional Amounts

 

The government of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax may require us to withhold or deduct amounts from payments on the Senior Notes for taxes or other governmental charges. If such a withholding or deduction is required, we may be required, subject to certain exceptions, to pay additional amounts such that the net amount paid to holders of the Senior Notes, after such deduction or withholding, equals the amount that would have been payable had no such withholding or deduction been required (“Additional Amounts”). For more information on Additional Amounts and the situations in which we must pay Additional Amounts, see “Description of Debt Securities—Additional Amounts” in the accompanying prospectus.

 

Whenever in this prospectus supplement there is mentioned, in the context of the Senior Notes, the payment of the principal, premium, if any, or interest on or in respect of any Senior Note, such mention shall be deemed to include mention of the payment of Additional Amounts referred to above and further described under “Description of Debt Securities—Additional Amounts” in the accompanying prospectus, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the Indenture and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

 

In addition to the exceptions to our gross-up obligations set forth in the accompanying prospectus, we will not pay Additional Amounts in respect of any withholding or deduction required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any U.S. Treasury regulation issued under FATCA or any official interpretations or guidance issued with respect thereto, any agreement with the U.S. Treasury entered into in connection with FATCA, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation, or other official interpretation or guidance enacted, promulgated or issued in any jurisdiction to implement such an intergovernmental agreement.

 

Noteholder’s Waiver of Right to Set-Off

 

By acquiring a Senior Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during our winding-up, liquidation or administration. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of such holders) against us are discharged by set-off, such holder (or the Trustee acting on behalf of such holders) will immediately pay an amount equal to the amount of such discharge to us or, in the event of a winding-up, liquidation or administration, our liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for senior creditors, and until such time as payment is made will hold a sum equal to such amount on trust for senior creditors, and accordingly such discharge shall be deemed not to have taken place.

 

Trustee; Direction of Trustee

 

The Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.

 

By its acquisition of Senior Notes, each holder (including each beneficial holder) of the Senior Notes acknowledges and agrees that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Indenture, which authorises holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Base Indenture nor the Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down

 

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of the principal of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.

 

In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.

 

The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.

 

See “—Events of Default and Defaults; Limitation of Remedies” above for a description of the Trustee’s procedures and remedies available in connection with an Event of Default or Default.

 

Notices

 

All notices regarding the Senior Notes will be deemed to be validly given if sent by first-class mail to the holders of the Senior Notes at their addresses recorded in the register.

 

Until such time as any definitive securities are issued, there may, so long as any Global Notes representing the Senior Notes are held in their entirety on behalf of DTC, be substituted for such notice by first-class mail the delivery of the relevant notice to DTC for communication by them to the holders of the Senior Notes, in accordance with DTC’s applicable procedures. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

 

Notices to be given by any holders of the Senior Notes to the Trustee shall be in writing to the Trustee at its corporate trust office. While any of the Senior Notes are represented by a Global Note, such notice may be given by any holder to the Trustee through DTC in such manner as DTC may approve for this purpose.

 

Subsequent Holders’ Agreement

 

Holders of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.

 

Governing Law

 

The Senior Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York.

 

Listing

 

We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.

 

230


Exhibit 4.1

 

 

1

 

SERVICE AGREEMENT

 

between

 

NATIONAL WESTMINSTER BANK PLC

 

and

 

ALISON ROSE-SLADE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Westminster Bank Plc

250 Bishopsgate

London

EC2M 4AA

 

 

 

 

 

 

 

 

 

 

 

 


 

2

 

TABLE OF CONTENTS

 

Clause

 

Page

 

 

 

 

1.

Interpretation

 

3

 

 

 

 

2.

Position

 

4

 

 

 

 

3.

Start date

 

5

 

 

 

 

4.

Duties

 

5

 

 

 

 

5.

Outside interests

 

7

 

 

 

 

6.

Place of work

 

7

 

 

 

 

7.

Hours of work

 

7

 

 

 

 

8.

Remuneration

 

7

 

 

 

 

9.

Deductions

 

8

 

 

 

 

10.

Incentive plans

 

9

 

 

 

 

11.

Expenses

 

9

 

 

 

 

12.

Dealing in investments

 

10

 

 

 

 

13.

Pension and life cover

 

11

 

 

 

 

14.

Annual leave

 

11

 

 

 

 

15.

Sickness absence

 

12

 

 

 

 

16.

Confidentiality

 

13

 

 

 

 

17.

Group property

 

16

 

 

 

 

18.

Intellectual property

 

16

 

 

 

 

19.

Power of attorney

 

16

 

 

 

 

20.

Grievance procedure

 

17

 

 

 

 

21.

Disciplinary procedure

 

17

 

 

 

 

22.

Termination without notice

 

18

 

 

 

 

23.

Termination with notice

 

20

 

 

 

 

24

Change of duties and garden leave during notice period

 

20

 

 

 

 

25

Events on termination

 

22

 

 

 

 

26

Restrictions after termination

 

22

 

 

 

 

27

Directors’ and officers’ insurance

 

26

 

 

 

 

28

Privacy

 

26

 

 

 

 

29

Notices

 

26

 

 

 

 

30

Continuing provisions

 

27

 

 

 

 

31

Whole agreement and severability

 

27

 

 

 

 

32

Collective agreements

 

27

 

 

 

 

33

Governing law

 

28

 


 

3

 

 

SERVICE AGREEMENT

 

 

between

 

 

NATIONAL WESTMINSTER BANK PLC, with registered number 929027 and having its registered office at 250 Bishopsgate, London, EC2M 4AA (the “Company”)

 

 

and

 

 

ALISON ROSE-SLADE [REDACTED] (the “Executive”).

 

 

 

 

THE AGREEMENT BETWEEN THE PARTIES IS AS FOLLOWS:-

 

 

1.            Interpretation

 

1.1.     In this service agreement (the “Agreement”), the following definitions apply:

 

1.1.1.                    “Board” means the board of directors of the Companies or any duly authorised committee of the Board;

 

1.1.2.                     “Companies” means the Company, The Royal Bank of Scotland Group plc, NatWest Holdings Limited, The Royal Bank of Scotland plc and Ulster Bank Limited;

 

1.1.3.                    “Group” means the Company, any holding company or undertaking of the Company and any subsidiaries and subsidiary undertakings of the Company or such holding company or undertaking, where the terms “subsidiary”, “subsidiary undertaking” and “holding company” are as defined in sections 1159 and 1162 of the Companies Act 2006;

 

1.1.4.                    “Group Company” means any company within the Group or in respect of which the Group exercises management control, including joint venture operations; and

 

1.1.5.                    “Group Performance and Remuneration Committee” means the performance and remuneration committee of The Royal Bank of Scotland Group plc, or any committee empowered in substitution for the Group Performance and Remuneration Committee.

 


 

4

 

1.2.       In this Agreement:

 

1.2.1.                    references to statutes, rules or regulations or their provisions will also include amendments, extensions, consolidations or replacements and will also be taken to refer to any orders or regulations, instruments and subordinate legislation;

 

1.2.2.                    unless the context requires otherwise, words in the singular include the plural and the words in the plural include the singular;

 

1.2.3.                    unless otherwise stated, references to clauses and sub-clauses are references to clauses and sub-clauses of this Agreement and references to clauses will be deemed to include references to the sub-clauses of that clause; and

 

1.2.4.                    the headings to clauses are for convenience only and will not affect the construction or interpretation of this Agreement.

 

2.            Position

 

2.1.                            The Executive will be employed as the Chief Executive of the Companies, and the Executive agrees to accept that position on the terms and conditions set out in this Agreement.  In addition to the Executive’s normal responsibilities the Executive will also be a member of the Group Executive Committee, and the NatWest Holdings Limited Executive Committee.   Subject to clause 4.5 below the Executive will also become an Executive Director of the Companies.

 

2.2.                            The Executive warrants that entering into this Agreement will not result in the Executive being in breach of any express or implied term of any contract or other obligation binding on the Executive.

 

2.3.                            It is a condition of the Executive’s appointment and continued employment that the Executive satisfies (and continues to satisfy) all relevant requirements, qualifications, recommendations, rules and regulations, as amended from time to time (including any such requirements, recommendations, rules and regulations regarding handover arrangements), of (i) any regulatory body whose consent is required to enable the Executive to undertake (or continue to undertake) the Executive’s duties, (ii) the UK Listing Authority; (iii) all other regulatory authorities relevant to the Company or any Group Company; and (iv) any internal policies and procedures of the Company or any Group Company (including the code of conduct) to the extent these are issued or implemented pursuant to regulatory requirements.

 


 

5

 

2.4.                            The Executive is required to attain any standards and qualifications and/or pass any assessments and/or training (whether internal or external) considered necessary by the Group to meet any requirements imposed on it, including those imposed by a regulatory authority.  The Executive will be provided with details of such standards and requirements separately.  In the event that the Executive fails to meet this requirement, the Company may terminate the Executive’s employment in accordance with the provisions of clause 23 below.

 

3.            Start date

 

3.1.       The Executive’s employment under this Agreement will commence on 1 November 2019.  The Executive’s continuous employment with the Company commenced on 29 October 1992.

 

4.            Duties

 

4.1.                            The Executive will report to the Chairman (acting on behalf of the Board) and to the Board directly who shall be referred to in this Agreement as the Executive’s “line manager”.

 

4.2.                            During the Executive’s employment the Executive will:

 

4.2.1.                     faithfully, efficiently, competently and diligently perform such duties and exercise such powers, authorities and discretions as may be assigned to or vested in the Executive by the Executive’s line manager;

 

4.2.2.                     comply with the Group’s rules, policies and regulations (as amended from time to time) and obey all reasonable and lawful directions given by or under the authority of the Executive’s line manager;

 

4.2.3.                     comply with the terms of the Group’s code of conduct (as amended from time to time);

 

4.2.4.                     not do anything prejudicial to the interests and reputation of the Group and will promote and extend the business of the Group and protect and further its interests and reputation; and

 

4.2.5.                     other than in the proper performance of the Executive’s duties, not introduce to any other person, firm or corporation, business of a kind in which the Company or any Group Company is for the time being engaged or capable of becoming engaged or with which the Company or Group Company is able to deal in the course of its business.

 


 

6

 

4.3.                            Additionally, the Executive may be required from time to time to undertake such other duties as the Board considers necessary to meet the needs of the business.  The Executive may also be required to perform services for any Group Company and may be required to undertake the role and duties of an officer or director of the Company or any Group Company.  No additional remuneration will be paid in respect of these appointments and the Executive will, at the request of the Company or relevant Group Company, immediately resign from any such office without claim for compensation.

 

4.4.                            Notwithstanding the provisions of clause 4.3 above, the Executive will not be required to perform any duties that the Executive cannot reasonably be expected to perform or that are not commensurate with the Executive’s skills and experience.

 

4.5.                            The duties of the Executive as an officer or director of the Company or of any Group Company will be subject to the Articles of Association (or equivalent) of the relevant company and will be separate from and additional to the Executive’s duties under this Agreement.  If the Executive ceases to be an officer or director of the Company or of any Group Company (otherwise than by resignation from employment, termination by the Company of the Executive’s employment under this Agreement or where the Executive is prohibited by law from acting as an officer or director of the relevant company), this Agreement will remain in force and the parties agree that in such circumstances the Executive will not be entitled to any compensation in respect of the loss of office.

 

4.6.                            The Executive’s performance and discharge of the Executive’s duties and responsibilities under this Agreement will be the subject of regular review, the purpose of which is to assess performance during the period under review and set agreed performance standards for future review periods.  In the event that, in the opinion of the Board or such other person or body as the Board may nominate, the Executive fails to achieve the agreed performance standards, the Company may terminate the Executive’s employment in accordance with the provisions of clause 23 below.

 

4.7.                            The Executive will at all times (whether during or after the Executive’s employment), promptly and within the timescale specified, and in the manner requested, give to the Board and to the Group’s auditors or other professional advisers for the time being all such information, explanations, data, testimony and assistance as they may reasonably require in connection with any business, investigations or other proceedings relating to or affecting the Company or any Group Company with which

 


 

7

 

the Executive has been involved during the Executive’s employment with the Company.

 

5.            Outside interests

 

5.1.                             During the Executive’s employment with the Company the Executive will not (except with the prior written consent of the Executive’s line manager) be directly or indirectly employed, engaged, concerned or interested in any business, trade, profession or organisation other than a Group Company.  Nothing in this clause 5.1 will prevent the Executive holding or being interested in investments (quoted or unquoted) not representing more than two per cent of the issued equity capital or any other class of share or debenture capital of any one company, unless that company is a direct business competitor of the Company or any Group Company, in which case the Executive will require the prior consent of the Executive’s line manager to the acquisition or variation of such holding.

 

5.2.                             Other than in the proper performance of the Executive’s normal duties, the Executive will not, without the consent of the Executive’s line manager, give lectures, speak in public or publish anything in any form or medium relating to the affairs of the Group.

 

6.            Place of work

 

6.1.                            The Executive will normally work in London at the Company’s Bishopsgate offices but may be required to travel elsewhere in the world in the performance of the Executive’s duties.

 

6.2.                            The Executive may be required to relocate temporarily or permanently to any other location as may be reasonably specified by the Company, in which case the Company will aim to give a minimum of four weeks’ notice of the move and reasonable travel, subsistence and relocation expenses will be paid by the Company in accordance with the relevant policies and procedures in force at the time.

 

7.            Hours of work

 

7.1.       This is a full time position, and the Executive will work such hours as are necessary to perform the Executive’s duties to the standard required by the Company.  It should be noted that the Company’s normal hours of business are from 9.00 a.m. to 5.00 p.m. Monday to Friday.

 

8.            Remuneration

 


 

8

 

8.1.       The total fixed remuneration payable by the Company to the Executive (the “ValueAccount”) is £1,236,250 (One Million, Two Hundred and Thirty Six Thousand, Two Hundred and Fifty Pounds) per annum, which includes a basic salary of £1,100,000 (One Million, One Hundred Thousand Pounds), and benefit and pension funding of £136,250.

 

8.2.       ValueAccount will be reviewed annually, with any adjustments taking effect from 1 April unless otherwise specified by the Company.  The Company is not obliged to increase the ValueAccount at any review.

 

8.3.       The Salary Element is used to calculate certain benefits directly linked to salary and to calculate severance payments, including redundancy payments.

 

8.4.       The Executive will be eligible to participate in any flexible benefits scheme that the Company may operate, subject to the rules of that scheme (as amended from time to time).  An element of the benefit funding will be used to fund certain core benefits, such as life cover and disability cover, as appropriate.  Any residual benefit funding may be taken in cash or used by the Executive to select optional benefits.  Details of the benefits scheme are available from the Company on request.

 

8.5.       The Executive may elect to use some or all of the pension funding to contribute to an approved pension plan as set out in clause 13.  Any residual pension funding may be taken in cash.

 

8.6.       The ValueAccount (less appropriate deductions) will be paid directly into the Executive’s bank account in equal monthly instalments on the 18th day of each month (or, where the 18th day falls on a weekend or bank holiday, on the nearest preceding working day).  Payments will be made partly in advance and partly in arrears, to cover the whole of the relevant calendar month.

 

8.7.       The total fixed remuneration for the role of Chief Executive of the Companies includes a role based allowance, payable in such form, at such intervals and subject to such conditions as the Group Performance and Remuneration Committee, or the Board of The Royal Bank of Scotland Group plc, may in its absolute discretion specify from time to time.  Further details of this allowance will be provided separately.

 

9.            Deductions

 

9.1.       The Group may at any time during the Executive’s employment or on its termination deduct from the Executive’s remuneration any sums owed by the Executive to the

 


 

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Company or any Group Company, including but not limited to any overpayment made and/or any outstanding loans, advances, relocation expenses, any costs (including legal costs) incurred by the Company in repairing any damage or loss caused by the Executive to the Company’s property (including Intellectual Property), or any salary paid to the Executive in respect of excess annual leave.

 

10.    Incentive plans

 

10.1.                    The Executive will be eligible to be considered for discretionary awards under such incentive plans as are agreed from time to time by the Group Performance and Remuneration Committee, or the Board of The Royal Bank of Scotland Group plc, subject to the rules of those plans and the terms of the Group’s remuneration policy as amended from time to time.

 

10.2.                    Any awards made to the Executive under an incentive plan will be discretionary and will not form part of the Executive’s contractual remuneration under this Agreement.  In addition, such awards will be contingent on sustainable and risk-adjusted performance, and will be subject to forfeiture, reduction and recovery in accordance with the rules of the relevant plans and related policies, the Group’s remuneration policy and all relevant regulatory requirements, recommendations and rules.

 

10.3.                    The exercise of discretion by the Group to make an award to the Executive under an incentive plan in respect of one financial year or other period will not bind the Group or act as a precedent for the exercise of discretion at any subsequent time.

 

10.4.                    If, on or before the date when an award under an incentive plan might otherwise have been granted, the Executive’s employment has terminated or either party has given notice under this Agreement to terminate the Executive’s employment, the Executive will have no entitlement under this Agreement to be considered for any such award.

 

10.5.                    The Group reserves the right to change the rules of any incentive plans, or to cancel such plans, at any time without prior notice.  In the event of any conflict, the rules of any relevant incentive plan (as amended from time to time) will take precedence over the terms of this Agreement.

 

11.    Expenses

 

11.1.                    The Group will reimburse the Executive for all reasonable out-of-pocket expenses properly incurred in the performance of the Executive’s duties, subject to the Executive producing all relevant receipts or other satisfactory evidence and the

 


 

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Executive’s compliance with the Group’s travel and expenses policy as amended from time to time.

 

12.    Dealing in investments

 

12.1.       The Executive agrees to comply with the Group’s Personal Account Dealing Policy (and equivalent business or function rules where applicable).  The Group also operates open trading windows outside of which the Executive will not be permitted to deal in shares in The Royal Bank of Scotland Group plc (“Group Shares”).  Failure to abide by these rules will constitute serious misconduct for the purposes of any disciplinary action and may lead to criminal proceedings and/or the termination of the Executive’s employment without notice.

 

12.2.                    As an Executive Director and member of the Group Executive Committee, the Executive is also subject to a minimum shareholding requirement in respect of Group Shares.  During the Executive’s employment the Executive is required to build up and maintain a minimum shareholding of Group Shares in accordance with the Executive Directors’ Remuneration Policy in force from time to time (the “Shareholding Requirement”).

 

12.3.                    The Executive’s progress against attaining the Shareholding Requirement will be monitored periodically by the Group Performance and Remuneration Committee. The Executive shall not during their employment dispose of any Group Shares needed to attain the Shareholding Requirement without prior approval to be obtained in accordance with the requirements of the Personal Account Dealing Policy (save for any reduction in holding required to meet any liability to taxation or social security contributions or other appropriate levies due in respect of such holding).

 

12.4.                    The Executive also agrees to comply with any post-cessation Shareholding Requirement that the Group may introduce from time to time (an “Exit Shareholding Requirement”). The terms of the Exit Shareholding Requirement would be set out in the Executive Directors’ Remuneration Policy, as approved by shareholders of The Royal Bank of Scotland Group plc. The Exit Shareholding Requirement would apply for a defined period of time following the Termination Date, as defined in clause 26.1.1.

 

12.5.                    The Group Performance and Remuneration Committee may require the      Executive to hold Group Shares subject to the Shareholding Requirement and Exit Shareholding Requirement in a designated nominee account (“Nominee”).

 


 

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12.6.                    In the case of any dispute or disagreement about whether the Shareholding Requirement and/or Exit Shareholding Requirement has been attained, the decision of the Group Performance and Remuneration Committee (or its delegates) shall be final and binding.

 

12.7.                    The Board of The Royal Bank of Scotland Group plc reserves the right at its absolute discretion to make changes to the Shareholding Requirement and the Exit Shareholding Requirement from time to time, either by way of individual notice to the Executive or general notice to members of the Group Executive Committee.

 

12.8.                    Nothing in clauses 12.2 to 12.7 of this Agreement shall in any way limit or prevent the operation of forfeiture, reduction and recovery (including clawback) in accordance with clause 10 of this Agreement and/or all applicable incentive plans from time to time.

 

13.    Pension and life cover

 

13.1.                    The Executive will continue to be a member of The Royal Bank of Scotland Group Retirement Savings Plan (the “RSP”) or such other pension arrangement as the Group and/or the Company decides.  The Executive will be able to amend the contribution rate at any time through the Company’s flexible benefits scheme.

 

13.2.                    The RSP is not contracted out of the State Second Pension and no contracting out certificate is required.  Further details about the RSP are available from the Company on request.

 

13.3.                    The Executive will be provided with life cover as a core benefit under the Company’s flexible benefits scheme. The cost of this benefit will be deducted from the Executive’s ValueAccount.

 

14.    Annual leave

 

14.1.                    The Executive will be entitled to paid annual leave, subject to the undernoted conditions:

 

14.1.1.             The Executive will be entitled to 30 working days’ leave each year, to be taken at such time or times as the Executive  requests and agrees in advance with the Company, plus a further eight days to be taken on the usual public holidays.  The Company reserves the right to request the Executive to work on public holidays in return for which the Executive will

 


 

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be entitled to time off in lieu, equal to the period worked, to be taken at another time.

 

14.1.2.             The Company’s holiday year runs from 1 January to 31 December inclusive.

 

14.1.3.             If the Executive’s employment commences or terminates part way through the Company’s holiday year, annual leave entitlement will be assessed on a pro rata basis for each complete month of service during the Company’s holiday year.

 

14.1.4.             The Executive may carry over a maximum of five days’ unused annual leave entitlement from one year to the next, but only with the prior written consent of the Company.

 

14.2.                    Upon termination of the Executive’s employment, the Executive will be entitled to payment in respect of any accrued unused annual leave entitlement, except where the Executive’s employment is terminated by the Company for misconduct or gross misconduct, in which case only accrued unused statutory annual leave will be paid.

 

14.3.                    Upon termination of the Executive’s employment, the Executive will repay to the Company any salary received for annual leave taken by the Executive in excess of the Executive’s accrued entitlement.  The Executive agrees that any sums due to the Company by the Executive may be deducted by the Company from any monies owed to the Executive, all in accordance with clause 9 above.

 

14.4.                    During any period of notice, whether notice is issued by the Company or the Executive, and whether or not the period of notice is worked or spent on Garden Leave (as defined in clause 24.1.2 below), the Executive will be required to take all accrued and outstanding annual leave entitlement at times to be agreed with the Company.  However, the Company retains the discretion to release the Executive from this obligation and to make a payment in lieu of such outstanding entitlement or any part of such entitlement.

 

15.    Sickness absence

 

15.1.                    There is no contractual right to payment in respect of any period of absence due to sickness or injury, and any such payments will be made at the Company’s discretion in accordance with any sickness absence policy and procedures in operation at the time of the relevant absence.

 


 

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15.2.                    The Executive will also be eligible to be considered on a discretionary basis for cover under the rules of the Company’s Disability Cover scheme (as amended from time to time).  If the Executive is incapable of performing the Executive’s duties because of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any person other than a Group Company (a “Third Party”), or if the Executive is covered by any health or other insurance scheme (an “Insurance Policy”), all payments made to the Executive under clause 15.1 above will (to the extent that compensation for loss of earnings is recoverable from the Third Party or under the Insurance Policy) constitute loans by the Company (or by any Group Company from whom the Company may have procured payment of the Executive’s remuneration) to the Executive and will require to be repaid when the Executive recovers compensation for loss of earnings from the Third Party by action or otherwise or under the Insurance Policy.

 

15.3.                    Without prejudice to the provisions of clause 15.2 above, in the event that the Executive has been incapacitated from performing the Executive’s duties by reason of injuries sustained wholly or partly as a result of actionable negligence or as a result of matters which are covered by an Insurance Policy, the Company will be entitled to require the Executive either:-

 

15.3.1.             (subject to the Company agreeing to indemnify the Executive against all reasonable legal expenses) to raise legal proceedings to enforce the Executive’s rights against any Third Party who has committed such an actionable negligence against the Executive and/or to pursue a claim under the Insurance Policy; or

 

15.3.2.             to assign to the Company or any Group Company the Executive’s right to raise legal proceedings to recover from such Third Party and/or the relevant insurance company compensation for any loss of earnings sustained by the Executive.

 

15.4.               The Executive will at any time (including during any period of incapacity) at the request and expense of the Company submit to medical examinations by a medical practitioner nominated by the Company.  The results will, subject to the provisions of the Access to Medical Reports Act 1988, be disclosed to the Company.

 

 

 

 

16.    Confidentiality

 


 

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16.1.                    The Executive will treat as strictly confidential the business affairs and trade secrets of the Company and the Group and any information about or provided by any third party that the Executive receives at any time as a result of the Executive’s employment.

 

16.2.                    For the purposes of this Agreement, “Confidential Information” means any knowledge about the commercial affairs and business transactions of the Company and the Group including, but not limited to, information about customers, clients, advisers, regulators, employees or suppliers (whether former, actual or potential), contracts, pricing structures, financial and marketing details, terms of business, proposed transactions, business plans, premises, assets, internal communications, Intellectual Property (as defined in clause 18 below), technical systems and data, designs, formulae, product lines, projects, operational procedures, research activities, negotiating positions, forward planning, technical and product developments, accounts, finances, computer software and general know-how of the Company or the Group.  Confidential Information also includes, without limitation:-

 

16.2.1.                      information relating directly or indirectly to particular securities or issuers of such securities (including both Group Companies and third parties), which would, if generally available, be likely to have an effect on the price of such securities or any related investments (“Price-Sensitive Information”);

 

16.2.2.                      any information contained in documents marked “confidential”, or documents of a higher security classification, and other information that, because of its nature or the circumstances in which the Executive receives it, the Executive should reasonably consider to be confidential; and

 

16.2.3.                      confidential information (howsoever obtained) about or provided by any third party and received during the course of or as a result of the Executive’s employment.

 

16.3.                    The Company reserves the right to modify the categories of Confidential Information from time to time.

 

16.4.                    The obligations contained in this clause 16 will not apply:

 

16.4.1.             to information or knowledge that is already in the public domain, other than by way of unauthorised use or disclosure (whether by the Executive or a third party);

 


 

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16.4.2.             where the Executive’s use or disclosure of the information has been expressly authorised in writing by the Company;

 

16.4.3.             to any information that the Executive discloses in accordance with applicable public interest disclosure legislation; or

 

16.4.4.             to any information that is required to be disclosed in accordance with an order of a court of competent jurisdiction.

 

16.5.                    The Executive will exercise all due care and diligence and will take all reasonable steps to prevent the publication or disclosure of any Confidential Information.  Subject to the need to use or disclose Confidential Information in the proper performance of the Executive’s duties, the Executive will not, whether prior to, during or after the Executive’s employment, and whether on the Executive’s own behalf or in any capacity or on behalf of any other person, firm, company or organisation, disclose or allow to be disclosed to any person or organisation or use for the Executive’s own benefit or for the benefit of any third party, any Confidential Information.  The Executive will use the Executive’s best endeavours to prevent the disclosure of any Confidential Information and will inform the Company immediately of any instances of disclosure of which the Executive becomes aware.  For the avoidance of doubt, ‘disclosure’ includes (but is not limited to) disclosure on the internet or through similar means or media including any social media.  In relation to Price-Sensitive Information, the Executive will also ensure that any disclosure, if required in the proper performance of the Executive’s duties, is made in a manner compliant with applicable laws and regulations and Group procedures relating to the disclosure of such information.

 

16.6.                    Any breach by the Executive of the provisions of this clause 16 will be regarded by the Company as a serious disciplinary matter and may, if committed while the Executive is employed by the Company, result in disciplinary action being taken against the Executive, up to and including dismissal without notice.  If such a breach is committed prior to the commencement of the Executive’s employment, it may result in the Executive’s offer of employment being withdrawn without notice or payment in lieu of notice.  Any such breach may also lead to criminal proceedings.

 

16.7.                    The Executive acknowledges that maintaining absolute confidentiality is crucial to the Group, and the Group’s business depends on the discretion of its employees.  The Executive agrees that the undertakings in this clause 16 are reasonable and necessary to protect the legitimate business interests of the Group prior to, during and after the termination of the Executive’s employment.

 


 

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17.    Group property

 

17.1.                    All reports, files, notes, memoranda, e-mails, accounts, documents or other material (including all notes and memoranda of any Confidential Information as defined in clause 16.2 above and the items referred to in that clause) and any copies created or received by the Executive in connection with the Executive’s employment are and will remain the sole property of the Company or the relevant Group Company and will be surrendered by the Executive on demand by the Company, including in the circumstances set out in clause 25 below.

 

 17.2.                Other than in the proper performance of the Executive’s normal duties, the Executive is not permitted to make any copy, abstract, summary or précis of the whole or any part of any document belonging to the Group unless the Executive has been authorised to do so by the Company, and the Executive will not at any time use (or permit to be used) any such items other than for the benefit of the Group.

 

18.    Intellectual property

 

18.1.                    For the purposes of this Agreement, “Intellectual Property” means patents, rights to inventions, trade marks, service marks, registered designs (including applications for and rights to apply for any of them), unregistered design rights, trade or business names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, copyright and related rights, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any similar rights in any country.

 

18.2.                    All Intellectual Property that the Executive develops or produces in connection with the Executive’s employment duties, or that the Executive derives from any material produced by the Executive or any other employee of the Company or any Group Company in connection with their employment duties, will be owned by the Company absolutely.  The Executive agrees, at the Company’s expense, to sign all documents and carry out all such acts as will be necessary to achieve this.  The Executive waives all moral rights in all Intellectual Property that is or will be owned by the Company as a result of this clause.

 

19.    Power of attorney

 

19.1.                    The Executive irrevocably appoints any Board director or the Secretary of the Company to be the Executive’s authorised attorney to do all such things and to execute in the Executive’s name and on the Executive’s behalf all such documents as may be necessary or desirable for the Company to obtain for itself, or its

 


 

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nominees or any Group Company the full benefit of the provisions in clauses 18 and 25.

 

19.2.                    A letter, signed by any Board director or the Secretary of the Company, certifying that anything has been done or that any document has been executed in accordance with the authority conferred by this clause 19, will be conclusive evidence that such is the case as far as any third party is concerned, save that the Executive may not sign such a letter.

 

20.    Grievance procedure

 

20.1.                    If the Executive has a grievance relating directly to the Executive’s employment, the grievance and the basis for it should be raised in writing with the Board, who will then consider it and notify the Executive in writing of the outcome of the grievance and of any action to be taken.  If the Executive considers that the matter remains unresolved, the Executive should raise an appeal with the Chairman of the Board. The decision of the Chairman of the Board will be final and binding on the Executive.

 

21.    Disciplinary procedure

 

21.1.                    Without prejudice to the terms of clause 22 below, the Company may take disciplinary action against the Executive for, but not limited to:

 

21.1.1.             conduct incompatible with the Executive’s status (whether or not during working hours);

 

21.1.2.             poor attendance;

 

21.1.3.             any material breach by the Executive of any of the terms and conditions of the Executive’s employment;

 

21.1.4.             unsatisfactory performance by the Executive of the Executive’s duties;

 

21.1.5.             failure to comply with the condition referred to at clause 2.3 above; or

 

21.1.6.             failure to attain any standards or qualifications and/or pass any assessments referred to at clause 2.4 above.

 

21.2.                    Such disciplinary action may include a verbal or written warning (including a final written warning), suspension with pay or dismissal with or without notice.

 

21.3.                    The Company’s general disciplinary procedure does not apply to the Executive’s employment under this Agreement.

 


 

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21.4.                    The Company may suspend the Executive with pay and benefits to enable the Board (or the Board’s nominated deputy) to carry out an investigation into any matter in respect of which it is considering taking disciplinary action against the Executive, or for any other good reason.

 

21.5.                    After the investigation, the Board (or the Board’s nominated deputy) will write to the Executive setting out the alleged conduct and basis for the disciplinary action and inviting the Executive to a meeting to discuss the matter.

 

21.6.                    After the meeting, the Board (or the Board’s nominated deputy) will write to the Executive advising of the outcome, and of any disciplinary sanction to be imposed.

 

21.7.                    If the Executive is unhappy with the outcome, the Executive may appeal the decision in writing to the Chairman of the Board, whose decision will be final and binding on the Executive.

 

21.8.                    For the purposes of this clause 21, the following non-exhaustive list contains examples of conduct that will be treated as gross misconduct and will likely lead to the dismissal of the Executive without notice:

 

21.8.1.             theft;

 

21.8.2.             damage to Group property;

 

21.8.3.             misuse of Group property or resources, including computers and any other part of the Company’s telecommunication system;

 

21.8.4.             fraud;

 

21.8.5.             incapacity for work due to being under the influence of alcohol or illegal drugs;

 

21.8.6.             physical assault;

 

21.8.7.             gross insubordination; and

 

21.8.8.             serious harassment on any grounds.

 

22.    Termination without notice

 

22.1.                    Notwithstanding the provisions of clauses 21 and 23 of this Agreement, the Company will (without prejudice to its other rights and remedies) be entitled to

 


 

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dismiss the Executive without notice or payment in lieu of notice if, in the opinion of the Company, the Executive:

 

22.1.1.             commits any serious or persistent breach of the Executive’s duties, refuses or neglects to comply with any material term of this Agreement, refuses or neglects to comply with any reasonable order or direction given to the Executive by the Company, or is guilty of any gross default or incompetence or misconduct in connection with or affecting the business of the Company, or acts (whether or not in connection with the Executive’s employment) in a manner that, in the opinion of the Company, is prejudicial to the Company or may bring the Executive or the Company into disrepute;

 

22.1.2.             is guilty of dishonesty, gross incompetence, wilful neglect of duty, or of mismanagement of the Executive’s financial affairs through failure to observe rules and procedures for the operation of bank accounts and/or borrowing;

 

22.1.3.             is found guilty of any criminal offence (other than a minor offence under the Road Traffic Acts that does not result in imprisonment) whether or not in connection with the Executive’s employment;

 

22.1.4.             becomes a patient for any purpose under any statute relating to mental health;

 

22.1.5.             is declared bankrupt or takes advantage of any statute for the time being in force offering relief to insolvent debtors;

 

22.1.6.             resigns as an officer of the Company or any Group Company without the agreement of the Board;

 

22.1.7.             as the result of any default on the part of the Executive, is prohibited by law from acting as an officer of the Company or any Group Company; or

 

22.1.8.             fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake the Executive’s duties under this Agreement, or is guilty of a serious breach of the rules and regulations (as amended from time to time) of any such regulatory body.

 

22.2.                    Notwithstanding the provisions of clauses 21 and 23 of this Agreement, the Executive agrees that the Executive will have no remedy against the Company if the Executive’s employment is terminated by reason of the liquidation of the Company

 


 

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for the purposes of amalgamation or reconstruction, provided that the Executive is offered employment with any concern or undertaking resulting from such amalgamation or reconstruction on terms and conditions that, taken as a whole, are not substantially less favourable than the terms set out in this Agreement.

 

23.    Termination with notice

 

23.1.                    The length of notice the Executive is obliged to give the Company when seeking to terminate the Executive’s employment is twelve months.  Notice must be given in writing.

 

23.2.                    Subject to clauses 21 and 22 above, the length of notice the Executive is entitled to receive from the Company to terminate the Executive’s employment is twelve months.  Notice by the Company will be given in writing.

 

23.3            Where notice is given by either party to terminate the Executive’s employment, the Company reserves the right in its sole and absolute discretion to terminate the Executive’s employment at any time and with immediate effect by making a payment in lieu of any unexpired period notice, subject to the following:

 

23.3.1        Any such payment in lieu of notice will represent a payment in lieu of the Salary Element of the Executive’s ValueAccount only.  No payment will be made in respect of any other benefit, including pension funding;

 

23.3.2        Any such payment in lieu of notice will be released in monthly instalments based on the Executive’s normal Salary Element.  These payments will be made on the Company’s normal pay dates;

 

23.3.3        Throughout the period the Executive is in receipt of such instalments, the Executive will be obliged to use reasonable endeavours to seek alternative employment or engagement.  If the Executive secures new employment (or any other means of generating income, e.g. a consultancy or directorship or any other engagement or appointment) the Executive must disclose that fact to the Company without delay.  The Executive will have no right to any further payments under this clause 23 (whether in whole or in part) from the date the Executive commences such new employment or engagement; and

 

23.3.4        Any payment in lieu of notice made pursuant to this clause 23 will be subject to such deductions as the Company is required by law to make.

 

24                        Change of duties and garden leave during notice period

 


 

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24.1  At any stage of the Executive’s notice period referred to in clause 23 above (whether notice was given by the Executive or by the Company), the Company may, at its absolute discretion and without being required to give any reasons:-

 

24.1.1                          alter the Executive’s duties; or

 

24.1.2                          instruct the Executive to remain away from work on garden leave (“Garden Leave”).

 

24.2  During any period of Garden Leave:

 

24.2.1                 the Executive must (save for periods when the Executive is on annual leave, whether pursuant to clause 14.4 or otherwise) be available for work, although the Company is not obliged to provide the Executive with any work;

 

24.2.2                 the Company will be entitled to require the Executive to perform work at home in relation to matters of which the Executive has knowledge or that fall within the Executive’s field of competence;

 

24.2.3                 the Executive will be entitled to receive the Executive’s ValueAccount in the normal way, but will not be entitled to any discretionary incentive award in respect of any period of Garden Leave;

 

24.2.4                 the Executive may not, without the prior written consent of the Company, contact or attempt to contact any client, customer, prospective client or customer, agent, professional adviser, employee, consultant, supplier or broker of the Company or any Group Company in connection with any business carried on by the Company or any Group Company, and will immediately refer to the Company any communications received from any such person in relation to the same;

 

24.2.5                 the Executive will not be permitted to work for any other organisation or on the Executive’s own behalf without the Company’s prior written consent;

 

24.2.6                 all other terms and conditions of the Executive’s employment (both express and implied) will remain in full force and effect; and

 

24.2.7                 the Executive will continue to owe the Group a duty of fidelity and good faith and, if applicable, duties as a fiduciary, in full and to the same extent as existed prior to the period of Garden Leave.

 


 

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24.3                        The Restricted Period set out in clause 26.1 below will be reduced by any period spent on Garden Leave.

 

25            Events on termination

 

25.1                        Upon termination of the Executive’s employment for whatever reason, or at any other time at the request of the Company, the Executive will immediately:

 

25.1.1                 deliver to the Company, in accordance with its instructions, any Group property in the Executive’s possession or under the Executive’s control (including, but not limited to, any company car (together with all keys and documents relating to it), credit cards, mobile telephone, computer equipment, removable drives, disks, software, passwords, keys, security passes, correspondence, tapes, records, files, films, records, reports, plans, papers (in whatever format, including electronic), Intellectual Property, notes and memoranda of any Confidential Information and all copies of any of the above items made or received by the Executive);

 

25.1.2                 resign, without claim for compensation, from all directorships and other offices within the Group then held by the Executive, and the Executive hereby irrevocably authorises the Company to appoint some person in the Executive’s name and on the Executive’s behalf to sign any documents and do any things necessary to effect such resignation should the Executive fail to do so; and

 

25.1.3                 transfer (without payment in return) to the Company or, if requested by the Company, to its nominee, any qualifying or nominee shares registered in the name of the Executive (either solely or jointly) and held by the Executive as nominee, beneficial owner or trustee on behalf of the Company or any Group Company.

 

25.2                        The Executive will, if so required by the Company, confirm in writing that the Executive has complied with the Executive’s obligations under this clause 25.

 

26            Restrictions after termination

 

26.1                        In this clause the following definitions will apply:

 

26.1.1                 “Termination Date” means the date on which the Executive’s employment ends for whatever reason;

 

26.1.2                 “Confidential Information” has the meaning given to it in clause 16.2 above;

 


 

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26.1.3                 “Relevant Period” means the period of 12 months immediately preceding the earlier of (i) the Termination Date and (ii) the date on which the Executive commences any period of Garden Leave in accordance with clause 24.1.2 above;

 

26.1.4                 “Restricted Period” means the period commencing on the Termination Date and continuing for 12 months (less any time spent away from work on Garden Leave in accordance with clause 24.1.2 above);

 

26.1.5                 “Business” means those parts of the business carried on at the Termination Date by the Company or any Group Company and with which the Executive was, in the opinion of the Company, involved to a material extent at any time during the Relevant Period;

 

26.1.6                 “Competitor” means any business that on the Termination Date is, has plans to become, or is likely to be (at any time during the Restricted Period) in competition with the Business;

 

26.1.7                 “Key Employee” means any person with whom the Executive has had material dealings at any time during the Relevant Period and who was on the Termination Date a director, employee (at appointed, managerial, senior managerial or executive level) or consultant of the Company or any Group Company;

 

26.1.8                 “Former Key Employee” means any person with whom the Executive has had material dealings at any time during the Relevant Period and who was at any time during that period a director, employee (at appointed, managerial, senior managerial or executive level) or consultant of the Company or any Group Company;

 

26.1.9                 “Customer” means any person, firm, company, organisation or other entity who or which, at any time during the Relevant Period, was a customer or client of the Company or any Group Company or was in negotiations or discussions about the supply or provision of products or services supplied or provided by the Company or any Group Company, and:-

 

26.1.9.1              with whom or which, at any time during the Relevant Period, the Executive had business dealings, negotiations or discussions  in the course of the Executive’s employment; or

 


 

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26.1.9.2              in relation to whom or which the Executive, by reason of the Executive’s employment with the Company, is in possession of any trade secrets or Confidential Information; and

 

26.1.10         “Relevant Third Party” means any person, firm, company, organisation or other entity who or which, at any time during the Relevant Period, was an investor with, or an exclusive supplier of services to, the Company or any Group Company (other than a supplier of utilities and goods or services for administrative purposes) and:-

 

26.1.10.1      with whom or which, at any time during the Relevant Period, the Executive had business dealings in the course of the Executive’s employment; or

 

26.1.10.2      in relation to whom or which the Executive, by reason of the Executive’s employment with the Company, is in possession of any trade secrets or Confidential Information.

 

26.2                        The Executive agrees and undertakes with the Company (for itself and as trustee and agent for each Group Company), as separate and independent obligations, that the Executive will not at any time during the Restricted Period, without obtaining the prior written consent of the Company, whether on  the Executive’s own account, or for, with or through or on behalf of any other person, company or other entity, directly or indirectly:-

 

26.2.1                 carry on, be engaged or concerned or interested in, or hold any position as employee, director, officer, consultant, partner, agent or principal in or with, a Competitor;

 

26.2.2                 in competition with the Business, (a) canvass custom from, solicit or entice away or endeavour to canvass custom from, solicit or entice away the custom or business of any Customer from the Company or any Group Company, or (b) interfere adversely with or endeavour to interfere adversely with the relationship that the Company or any Group Company has with a Customer;

 

26.2.3                 in competition with the Business, do any business with, accept any orders from, or have any business dealings with a Customer;

 

26.2.4                 cause or endeavour to cause any Relevant Third Party to either cease investing in or doing business with the Company or any Group Company or

 


 

25

 

materially alter the terms of its investment in, or the terms on which it transacts business with, the Company or any Group Company in a manner that is detrimental to the Company or any Group Company;

 

26.2.5                 be employed in or have any dealings with any business that has had a trading relationship with the Company or any Group Company in the Relevant Period, in relation to which business, by reason of the Executive’s employment with the Company, the Executive is or may be able to influence the trading relationship between that business and the Company or a Group Company;

 

26.2.6                 solicit, entice away or induce, or seek to solicit or entice away or induce, (including through any third party such as a recruitment intermediary) a Key Employee to cease working for or providing services to the Company or any Group Company, whether or not such Key Employee would thereby commit a breach of contract; or

 

26.2.7                 solicit, entice or induce, or seek to solicit, entice or induce (including through any third party such as a recruitment intermediary), a Former Key Employee to take up employment with or provide services to a Competitor, whether or not such Former Key Employee would thereby commit a breach of contract.

 

26.3                        Nothing in this clause 26 shall preclude the Executive from holding not more than 5% of any class of issued shares or other securities which are listed or dealt in on any recognized stock exchange by way of bona fide investment only.

 

26.4                        The Executive agrees and acknowledges that the restrictions contained in clause 16 (Confidentiality), clause 17 (Group property), clause 24 (Change of duties and garden leave during notice period), clause 25 (Events on termination) and clause 26 (Restrictions after termination) of this Agreement are reasonable and necessary to protect the business and the Confidential Information of the Company and the Group and that the benefits the Executive receives under this Agreement are sufficient compensation for these restrictions.  The Executive further acknowledges and agrees that if any such restriction or restrictions are together or individually found to be void or unenforceable, but would be valid and effective if some part or parts of them were deleted or otherwise amended, the restriction or restrictions will apply with any deletions or amendments necessary to make it or them valid, effective and enforceable.  The parties also agree that the restrictions set out in this clause are separate and severable and enforceable as such, and that if any restriction is

 


 

26

 

determined as being unenforceable in whole or in part for any reason, that will not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction.

 

26.5                        The Executive will not, following the termination of the Executive’s employment with the Company, represent or maintain to any third party (either directly or indirectly and whether by act or omission) that the Executive remains in any way connected with the business of the Company or the Group.

 

27            Directors’ and officers’ insurance

 

27.1                        The Executive will, insofar as the law permits, be entitled to the benefit of the directors’ and officers’ insurance policy maintained by the Company from time to time, subject to and in accordance with the terms of any such policy.

 

28            Privacy

 

28.1                        The Executive undertakes to comply with the Company’s Privacy and Client Confidentiality Policy and any data protection, privacy and client confidentiality policies, procedures and accountabilities as amended from time to time and any applicable local privacy law.  The Executive acknowledges that breach of this undertaking could lead to disciplinary action being taken against the Executive.

 

28.2                        The Executive expressly consents to the Company and any Group Company holding and processing personal information (including sensitive personal data) relating to the Executive to the extent necessary or reasonably required for legal, personnel, administrative, financial, regulatory, payroll, management and other purposes relating to the Executive’s employment with the Company or for the proper conduct of the Company’s and/or any Group Company’s business.  The Executive also agrees that the Company and any Group Company may disclose such information to third parties in the event that such disclosure is, in the view of the Company or Group Company, required for the proper conduct of the business of the Company or any Group Company.  This clause applies to information held, used or disclosed in any medium, and whether or not the use or processing of personal information is within the European Economic Area.  Further information about how the Company processes personal information is set out in the Employee Privacy Notice, which is available on the Group’s intranet.

 

29            Notices

 


 

27

 

29.1                        Any notice or other communication may be given by either party by personal delivery or prepaid first class mail to the other party at (in the case of the Company) its registered office for the time being marked “For the Attention of the Company Secretary” or (in the case of the Executive) the Executive’s last known usual address, and any such notice will be deemed to have been served (in the case of first class mail) at the expiry of 48 hours after posting, or (in the case of personal delivery) at the time of such delivery.

 

30            Continuing provisions

 

30.1                        The termination of this Agreement will not affect the provisions of clause 16 (Confidentiality), clause 17 (Group property), clause 24 (Change of duties and garden leave during notice period), clause 25 (Events on termination) and clause 26 (Restrictions after termination).

 

31            Whole agreement and severability

 

31.1                        This Agreement constitutes a written statement of the terms and conditions of the Executive’s employment in accordance with the provisions of the Employment Rights Act 1996.  This Agreement supersedes any previous agreement, whether oral or in writing, between the Executive and the Company in relation to the matters dealt with in the Agreement and represents the entire agreement between the Executive and the Company.

 

31.2                        The Company reserves the right to make changes to this Agreement from time to time, either by way of individual notice to the Executive or general notice to groups of employees through the Group’s intranet or employee communications.

 

31.3                        In addition to the terms of this Agreement, the Executive is also required to comply with all other applicable statutory, divisional or company rules, as amended from time to time.

 

31.4                        The various provisions of this Agreement are severable.  If any of them are held to be invalid or unenforceable in whole or in part this will not affect the validity or enforceability of the remaining provisions of the Agreement or the remaining parts of the relevant provision.

 

32            Collective agreements

 

32.1                        There are no collective agreements directly affecting the terms and conditions of the Executive’s employment.

 


 

28

 

33            Governing law

 

33.1                        The interpretation and enforcement of this Agreement will be governed by and construed in all respects in accordance with the law of Scotland, and the parties submit to the non-exclusive jurisdiction of the Scottish courts.

 

 

 

 

Signed for and on behalf of

NATIONAL WESTMINSTER BANK PLC

 

 

/s/ Helen Cook

on  19 September 2019 (date)

 

at   250 Bishopsgate(place)

 

by Helen Cook, Chief HR Officer

 

 

 

Signed by

ALISON ROSE-SLADE

/s/ Alison Rose-Slade

 

on  31 October 2019 (date)

 

at   250 Bishopsgate (place)

 

before the undernoted witness:-

 

 

Signature of witness        /s/ Leanne Smith

 

Name of witness                                Leanne Smith

 

Address of witness                250 Bishopsgate

 

London EC2M 4AA

 

…………………………….

 


Exhibit 8.1

 

Principal subsidiaries of The Royal Bank of Scotland Group plc

 

 

Nature of business

Country of incorporation and
principal area of operation

Group interest

National Westminster Bank Plc (1,3)

Banking

Great Britain

100%

The Royal Bank of Scotland plc (3)

Banking

Great Britain

100%

Coutts & Company (2, 3)

Banking

Great Britain

100%

Ulster Bank Ireland Designated Activity Company (3)

Banking

Republic of Ireland

100%

Ulster Bank Limited (3)

Banking

Northern Ireland

100%

NatWest Markets Plc

Banking

Great Britain

100%

NatWest Markets Securities Inc. (4)

Broker dealer

US

100%

NatWest Markets N.V. (4)

Banking

Netherlands

100%

The Royal Bank of Scotland International Limited (5)

Financial institution

Jersey

100%

 

Notes:

(1)  The company does not hold any of the preference shares in issue.

(2)  Coutts & Company is incorporated with unlimited liability.

(3)  Owned via NatWest Holdings Limited.

(4)  Owned via NatWest Markets Plc.

(5)  Owned via The Royal Bank of Scotland International (Holdings) Limited.

 

 

 

The above information is provided only in relation to subsidiary companies which would be deemed to be a “significant subsidiary” in accordance with rule 1-02(w) of Regulation S-X as at 31 December 2019.

 


Exhibit 12.1

 

302 CERTIFICATION

 

I, Alison Rose-Slade, certify that:

 

1.              I have reviewed this annual report on Form 20-F of The Royal Bank of Scotland Group plc;

 

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.              The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

(a)                                       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                                        Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)                                       Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.              The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

(a)                                       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

(b)                                       Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

February 27, 2020

 

/s/ Alison Rose-Slade

 

Alison Rose-Slade
Group Chief Executive Officer

 


Exhibit 12.2

 

302 CERTIFICATION

 

I, Katie Murray, certify that:

 

1.              I have reviewed this annual report on Form 20-F of The Royal Bank of Scotland Group plc;

 

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.              The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

(a)                                       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                                        Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)                                       Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.              The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

(a)                                       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

(b)                                       Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

February 27, 2020

 

/s/ Katie Murray

 

Katie Murray
Group Chief Financial Officer

 


Exhibit 13.1

 

906 CERTIFICATION

 

 

 

The certification set forth below is being submitted in connection with the annual report on Form 20-F for the year ended December 31, 2019 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

Alison Rose-Slade, the Group Chief Executive Officer, and Katie Murray, the Group Chief Financial Officer, of The Royal Bank of Scotland Group plc, each certifies that, to the best of her knowledge:

 

1.                        the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                        the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Royal Bank of Scotland Group plc.

 

 

 

February 27, 2020

 

 

 

/s/ Alison Rose-Slade

 

Name: Alison Rose-Slade

Group Chief Executive Officer

 

/s/ Katie Murray

 

Name: Katie Murray

Group Chief Financial Officer

 


Exhibit 15.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the following Registration Statements:

 

F-3 333-222022

S-8 333-197023

S-8 333-179967

S-8 333-174641

S-8 333-171227

S-8 333-160220

S-8 333-130558

S-8 333-153673

S-8 333-120980

S-8 333-115726

S-8 333-85208

 

of our reports dated 13 February 2020, with respect to the consolidated financial statements of The Royal Bank of Scotland Group plc (the “Group”) and the effectiveness of internal control over financial reporting of the Group, included in this Annual Report (Form 20-F) of the Group for the year ended 31 December 2019.

 

 

 

 

 

 

/s/ Ernst & Young LLP

London, United Kingdom

27 February 2020