FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
February 23, 2018
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The
following information was issued as Company announcements in
London, England and is furnished pursuant to General Instruction B
to the General Instructions to Form 6-K:
The Royal Bank of Scotland Group plc
23 February 2018
Annual Report and Accounts 2017
Strategic Report 2017
Pillar 3 Report 2017
Copies of the Annual Report and Accounts 2017 and Strategic Report
2017 for The Royal Bank of Scotland Group plc (RBS) have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at: http://www.morningstar.co.uk/uk/NSM
These documents are available on our website at www.rbs.com/results. Printed versions will be mailed to shareholders
who have opted for a hard copy of these documents ahead of the
Annual General Meeting for which formal Notice will be given in due
course.
We have also published the 2017 Pillar 3 report, available on our
website.
For further information, please contact:-
RBS Media Relations
+44 (0) 131 523 4205
Investors
Matt Waymark
Investor Relations
+44 (0) 207 672 1758
Information on risk factors and related party
transactions
For the purpose of compliance with the Disclosure Guidance and
Transparency Rules, this announcement also contains risk factors
and details of related party transactions extracted from the Annual
Report and Accounts 2017 in full unedited text. Page references in
the text refer to page numbers in the Annual Report and Accounts
2017.
Risk factors
Set out
below are certain risk factors that could adversely affect the
Group’s future results, its financial condition and prospects
and cause them to be materially different from what is expected.
The factors discussed below and elsewhere in this report should not
be regarded as a complete and comprehensive statement of all
potential risks and uncertainties facing the Group.
The Group is subject to a number of legal, regulatory and
governmental actions and investigations. Unfavourable outcomes in
such actions and investigations could have a material adverse
effect on the Group’s operations, operating results,
reputation, financial position and future prospects
The
Group’s operations remain diverse and complex and it operates
in legal and regulatory environments that expose it to potentially
significant legal and regulatory actions, including litigation
claims and proceedings and civil and criminal regulatory and
governmental investigations, and other regulatory risk. The 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 a number of legal and regulatory actions in the US, the
UK, Europe and other jurisdictions.
The
legal and regulatory actions specifically referred to below are, in
the Group’s view, the most significant legal and regulatory
actions to which the Group is currently exposed. However, the
Group is also subject to a number of additional claims, proceedings
and investigations, the adverse resolution of which may also have a
material adverse impact on the Group and which include ongoing
reviews, investigations and proceedings (both formal and informal)
by governmental law enforcement and other agencies and litigation
proceedings (including class action litigation), relating to, among
other matters, the offering of securities, including residential
mortgage-backed securities (RMBS), 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, sanctions, antitrust and various other compliance
issues. See ‘Litigation, investigations and reviews’ of
Note 31 on the consolidated accounts on pages 313 to 325 for
details for these matters. The Group continues to cooperate with
governmental and regulatory authorities in relation to ongoing
informal and formal inquiries or investigations regarding these and
other matters. 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, are often difficult to predict, particularly in the early
stages of a case or investigation. It is expected that the Group
will continue to have a material exposure to legal and regulatory
actions relating to legacy issues in the medium term.
RMBS
In the
US, ongoing matters include certain matters relating to legacy RMBS
activities including investigations by the US Department of Justice
(DOJ) and several state attorneys general and various civil claims.
A further provision of $650 million (£492 million) was
recorded by the Group in Q4 2017 in relation to RBS’s various
RMBS investigations and litigation matters, taking the total charge
for the year to $971 million (£714 million). The total
aggregate provision at 31 December 2017 was $4.4 billion (£3.2
billion).
The
duration and outcome of the DOJ’s investigations and other
RMBS matters remain uncertain, including in respect of whether
settlements for all or any such matters may be reached and any
timing thereof. Further substantial provisions and costs may be
recognised.
Global Restructuring Group
As
announced on 8 November 2016, the Group has taken steps, including
automatic refunds of certain complex fees and a complaints process,
overseen by an independent third party for small and medium entity
(SME) customers in the UK and the Republic of Ireland that were in
its Global Restructuring Group (GRG) between 2008 and 2013. This
complaints review process and the automatic refund of complex fees
was developed with the involvement of the Financial Conduct
Authority (FCA). The Group booked a provision of £400 million
in Q4 2016, based on its estimates of the costs associated with the
complaints review process and the automatic refund of complex fees
for SME customers in GRG. On 23 October 2017, the FCA published an
interim report incorporating a summary of the Skilled
Person’s report which stated that, further to the general
investigation announced in November 2016, the FCA had decided to
carry out a more focused investigation. The FCA published its final
summary of the Skilled Person’s report on 28 November 2017.
The UK House of Commons Treasury Select Committee, seeking to rely
on Parliamentary powers, published the full version of the Skilled
Person’s report on 20 February 2018. The FCA investigation is
ongoing and fines or additional redress commitments may be accepted
by or imposed upon the Group as a result of this or any subsequent
investigation or enquiry, notwithstanding the steps the Group has
already taken.
Payment protection insurance
To
date, the Group has booked provisions totaling £5.1 billion
with respect to payment protection insurance (PPI), including an
additional provision of £175 million in 2017. Of the £5.1
billion cumulative provision, £4.0 billion had been utilised
by 31 December 2017. 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, due
to expire in August 2019, before which new PPI complaints must be
made. RBS is implementing the Policy Statement. The number of
claims received and the cost of the redress of such claims may
materially exceed the Group’s estimates and may entail
additional material provisions and reputational harm.
Settlements,
resolutions and outcomes in relation to ongoing legal or regulatory
actions may result in material financial fines or penalties,
non-monetary penalties, restrictions upon or revocation of
regulatory permissions and licences and other collateral
consequences and may prejudice both contractual and legal rights
otherwise available to the Group. The costs of resolving these
legal and regulatory actions could individually or in aggregate
prove to be substantial and monetary penalties and other outcomes
could be materially in excess of provisions, if any, made by the
Group. New provisions or increases in existing provisions relating
to existing or future legal or regulatory actions may be
substantial and may have a material adverse effect on the
Group’s financial condition and results of operations as well
as its reputation. The outcome of on-going claims against the Group
may give rise to additional legal claims being asserted against the
Group.
Adverse
outcomes or resolution of current or future legal or regulatory
actions could result in restrictions or limitations on the
Group’s operations, adversely impact the implementation of
Group’s current transformation programme as well as its
capital position and its ability to meet regulatory capital
adequacy requirements. The remediation programmes or commitments
which the Group has agreed to in connection with past settlements
or investigations, could require significant financial costs and
personnel investment for the Group and may result in changes in its
operations or product offerings, and failure to comply with
undertakings made by the Group to its regulators may result in
additional measures or penalties being taken against the
Group.
The Group has been, and will remain, in a period of major business
transformation and structural change through to at least 2019 as it
implements its own transformation programme and seeks to comply
with UK ring-fencing and recovery and resolution requirements as
well as the Alternative Remedies Package. Additional structural
changes to the Group’s operations will also be required as a
result of Brexit. These various transformation and restructuring
activities are required to occur concurrently, which carries
significant execution and operational risks, and the Group may not
be a viable, competitive and profitable bank as a
result.
Since
early 2015, the Group has been implementing a major restructuring
and transformation programme, articulated around a strategy focused
on the growth of its strategic operations in Personal &
Business Banking (PBB) and Commercial & Private Banking (CPB)
and the further restructuring of the NatWest Markets franchise, to
focus mainly on UK and Western European corporate and financial
institutions.
Part of
the focus of this transformation programme is to downsize and
simplify the Group, reduce underlying costs and strengthen its
overall capital position. The transformation programme also aims to
improve customer experience and employee engagement, update the
Group’s operational and technological capabilities,
strengthen governance and control frameworks and better position
the Group to operate in compliance with the UK ring-fencing regime
by 1 January 2019. Together, these initiatives are referred to as
the Group’s ‘transformation
programme’.
This
transformation programme including the restructuring of its NatWest
Markets franchise, is being completed at the same time as the Group
is going through a period of very significant structural reform to
implement the requirements of the UK ring-fencing regime and the
requirements of the bank recovery and resolution framework.
Alongside changes to help make the Group resolvable (specifically,
regulatory requirements to ensure operational continuity in
resolution), ring-fencing also requires significant changes in how
services are delivered between legal entities within the Group. It
is complex and entails significant costs and operational, legal and
execution risks.
Risk factors continued
See
‘Implementation of the ring-fencing regime in the UK which
began in 2015 and must be completed before 1 January 2019 will
result in material structural changes to the Group’s
business. The steps required to implement the UK ring-fencing
regime are complex and entail significant costs and operational,
legal and execution risks, which risks may be exacerbated by the
Group’s other ongoing restructuring
efforts.’ The
Group is concurrently seeking to implement the Alternative Remedies
Package. See ‘The cost of implementing the Alternative
Remedies Package regarding the business previously described as
Williams & Glyn could be more onerous than anticipated and any
failure to comply with the terms of the Alternative Remedies
Package could result in the imposition of additional measures or
limitations on the Group’s operations.’
Due to
changes in the macro-economic and political and regulatory
environment in which it operates, in particular as a result of the
UK’s exit from the EU (Brexit), the Group has been required
to reconsider certain aspects of its current restructuring and
transformation programme. In anticipation of Brexit the Group has
announced that it will be re-purposing its Dutch subsidiary, The
Royal Bank of Scotland N.V. (‘RBS N.V.’) for the
NatWest Market franchise’s European business and further
structural changes to Group’s Western European operations may
also be required, including in response to proposed changes to the
European prudential regulatory framework for banks and investment
banks. These proposals may result in additional prudential or
structural requirements being imposed on financial institutions
based outside the EU wishing to provide financial services within
the EU and may apply to the Group once the UK has formally exited
the EU. The ability of the RBS Group to successfully re-purpose and
utilise RBS N.V. as the platform for the NatWest Market
franchise’s European business following Brexit is subject to
numerous uncertainties, including those relating to Brexit
negotiations. See ‘The Group is subject to political risks,
including economic, regulatory and political uncertainty arising
from the referendum on the UK’s membership of the European
Union which could adversely impact the Group’s business,
results of operations, financial condition and
prospects.’
One
proposal made by the European Commission would impose a requirement
for any bank established outside the EU which has an asset base
within the EU exceeding a certain size and has two or more
institutions within the EU, to establish a single intermediate
parent undertaking (‘IPU’) in the European Union, under
which all EU entities within that group will operate. The Group is
currently taking steps to plan for how these proposals, if adopted
as currently proposed, may impact the Group and its current plans
to implement the UK ring-fencing regime (which will come into force
on 1 January 2019 ahead of any IPU being required). The impact of
these proposals could be material given the expectation that
banking entities both inside the ring-fence and outside of it would
continue to carry out operations in the EU. This could result in
organisational complexity, could require material additional
capital requirements and could have adverse tax
implications.
The
scale and scope of the changes currently being implemented present
material operational, people and financial risks to the
Group.
The
Group’s transformation programme and structural reform agenda
comprise a large number of concurrent actions and initiatives, any
of which could fail to be implemented due to operational or
execution issues. Implementation of such actions and initiatives is
expected to result in significant costs, which could be materially
higher than currently contemplated, including due to material
uncertainties and factors outside of the Group’s control.
Furthermore it requires the implementation and application of
robust governance and controls frameworks and there is no guarantee
that the Group will be successful in doing so. The planning and
execution of the various restructuring and transformation
activities is disruptive and will continue to divert management
resources from the conduct of the Group’s operations and
development of its business. Any additional restructuring or
transformation of the Group’s activities would increase these
risks and could result in further material restructuring or
transformation costs, jeopardise the delivery and implementation of
a number of other significant change projects, impact the
Group’s product offering or business model or adversely
impact the Group’s ability to deliver its strategy and meet
its targets and guidance, each of which could have a material
adverse impact on the Group’s results of operations,
financial condition and prospects.
There
can be no certainty that the Group will be able to successfully
complete its transformation programme and programmes for mandatory
structural reform nor that the restructured Group will be a viable,
competitive or profitable banking business.
The Group’s ability to meet the targets and expectations
which accompany the Group’s transformation programme,
including with respect to its cost reduction programme and its
return to profitability and the timing thereof, are subject to
various internal and external risks and are based on a number of
key assumptions and judgments any of which may prove to be
inaccurate.
As part
of its transformation programme, a number of financial, capital,
operational and diversity targets and expectations have been set by
management for the Group, both for the short term and throughout
the transformation and restructuring period. These include (but are
not limited to) expectations relating to the Group’s return
to profitability and the timing thereof, one-off costs incurred in
connection with material litigation and conduct matters and the
timing thereof, expected growth rates in income, customer loans and
advances and volumes and underlying drivers and trends, cost:income
ratio targets, expectations with respect to reductions in operating
costs, including remediation costs, expectations relating to
restructuring or transformation costs and charges as well as
impairment charges, disposal losses, CET1 ratio targets and
expectations regarding funding plans and requirements, expectations
with respect to reductions in risk-weighted assets and the timing
thereof, expectations with respect to employee engagement and
diversity and environmental targets.
The
successful implementation of the Group’s transformation
programme and the Group’s ability to meet associated targets
and expectations, are subject to various internal and external
factors and risks, including those described in this risk factor,
the other risk factors included in this section and the disclosure
included in the rest of this document.
Risk factors continued
These
include, but are not limited to, market, regulatory, economic and
political uncertainties, developments relating to litigation,
governmental actions and investigations and regulatory matters,
operational risks, risks relating to the Group’s business
model and strategy and delays or difficulties in implementing its
transformation programme, including the restructuring and funding
of its NatWest Markets franchise, the implementation of the UK
ring-fencing regime, and compliance with the Group’s
Alternative Remedies Package obligations. A number of factors may
impact the Group’s ability to maintain its current CET1 ratio
target at 13% throughout the restructuring period, including
conduct related costs, pension or legacy charges, accounting
impairments, including as a result of the implementation of IFRS 9,
or limited organic capital generation through profits. In addition,
the run-down of 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.
The
Group’s ability to meet its cost:income ratio target and the
planned reductions in its annual underlying costs (excluding
restructuring and conduct-related charges) may also be impacted. In
2017, the Group’s costs on an unadjusted basis take into
account restructuring costs of £1,565 million, including costs
relating Williams & Glyn and property exit costs of £221
million and £293 million, respectively, as well as litigation
and conduct costs of £1,285 million. Such costs may vary
considerably from year to year and may impact the Group’s
ability to maintain its 2020 cost reduction targets, and the focus
on meeting cost reduction targets may result in limited investment
in other areas which could affect the Group’s long-term
product offering or competitive position.
More
generally, the targets and expectations which accompany the
Group’s transformation programme are based on management
plans, projections and models and are subject to a number of key
assumptions and judgments any of which may prove to be inaccurate.
Among others, the targets and expectations set as part of the
Group’s transformation programme assume that the Group will
be successful in implementing its business model and strategy, in
executing its transformation programme and reducing the complexity
of its business and infrastructure at the same time that it will be
implementing significant structural changes to comply with the
regulatory environment and that it will implement and maintain a
robust control environment and effective culture, including with
respect to risk management.
In
addition, the plans to deliver a UK ring-fencing compliant
structure across franchises and functions may impact the
Group’s concurrent transformation programme, which could
result in delays to the transformation programme portfolio
deliveries which in turn could result in delayed benefits
therefrom. See ‘The Group has been, and will remain, in a
period of major business transformation and structural change
through to at least 2019 as it implements its own transformation
programme and seeks to comply with UK ring-fencing and recovery and
resolution requirements as well as the Alternative Remedies
Package. Additional structural changes to the Group’s
operations will also be required as a result of Brexit. These
various transformation and restructuring activities are required to
occur concurrently, which carries significant execution and
operational risks, and the Group may not be a viable, competitive
and profitable bank as a result.’
As a
result, there can be no certainty that the implementation of the
Group’s transformation programme will prove to be a
successful strategy, that the Group will meet its targets and
expectations during the restructuring period or that the
restructured Group will be a viable, competitive or profitable
banking business.
Implementation of the ring-fencing regime in the UK which began in
2015 and must be completed before 1 January 2019 will result in
material structural changes to the Group’s business. The
steps required to implement the UK ring-fencing regime are complex
and entail significant costs and operational, legal and execution
risks, which risks may be exacerbated by the Group’s other
ongoing restructuring efforts.
The
requirement for large UK banks taking deposits to
‘ring-fence’ retail banking operations was introduced
under the UK Financial Services (Banking Reform) Act 2013 (the
‘Banking Reform Act 2013’) and adopted through
secondary legislation (the ‘UK ring-fencing regime’).
These reforms form part of a broader range of structural reforms of
the banking industry seeking to improve the resilience and
resolvability of banks and which range from structural reforms
(including ring-fencing) to the implementation of a new recovery
and resolution framework (which in the UK will incorporate elements
of the ring-fencing regime). See ‘The Group and its
subsidiaries are subject to an evolving framework on recovery and
resolution, the impact of which remains uncertain, and which may
result in additional compliance challenges and
costs.’
By the
end of 2018, the Group intends to have placed the majority of its
UK banking business in ring-fenced banking entities organised as a
sub-group (‘RFB’) under an intermediate holding company
named NatWest Holdings Limited, which will ultimately be a direct
subsidiary of RBSG and will own National Westminster Bank Plc, Adam
& Company PLC (to be renamed The Royal Bank of Scotland plc)
and Ulster Bank Ireland DAC (Ulster Bank). As a result, National
Westminster Bank Plc will no longer be a subsidiary of the current
The Royal Bank of Scotland plc (‘RBS plc’). The current
RBS plc and the RBS International businesses will sit outside the
RFB.
Risk factors continued
As part
of this restructuring, the majority of existing personal, private,
business and commercial customers of RBS plc is expected to be
transferred to the RFB during the second quarter of 2018,
specifically to Adam & Company PLC (to be renamed The Royal
Bank of Scotland plc). Certain assets and liabilities (including
the covered bond programme, certain hedging positions and parts of
the liquid asset portfolio) will also be transferred to National
Westminster Bank Plc. At the same time, RBS plc (which will sit
outside the RFB) will be renamed NatWest Markets Plc to bring its
legal name in line with the rebranding of the NatWest Markets
franchise which was initiated in December 2016, and will continue
to operate the NatWest Markets franchise as a direct subsidiary of
RBSG. The transfer, as described above, will be effected
principally by utilising a legal scheme entitled a
‘Ring-Fencing Transfer Scheme’ under Part VII of the
Financial Services and Markets Act 2000. The implementation of such
a scheme is subject to, amongst other considerations, regulatory
approval and the sanction of the Court of Session in Scotland,
Edinburgh (the ‘Court’). A hearing to seek the
Court’s approval of the scheme is expected to be held on 22
March 2018.
The
approval of the scheme by the Prudential Regulation Authority
(‘PRA’) is expected to be confirmed shortly before that
hearing date. If the scheme is duly approved by the Court at the
hearing expected to be held on 22 March 2018, it is expected that
the scheme will be implemented with effect from 30 April 2018 or
any later date which the Group may agree with the PRA and the
Financial Conduct Authority (‘FCA’). It remains possible that the court
process described above may result in amendments being required to
be made to the Group’s current plan and that this may result
in delays in the implementation of the UK ring-fencing compliant
structure, additional costs and/or changes to the Group’s
business.
In
addition, during the second half of 2018, it is proposed that
NatWest Holdings Limited, being the parent of the future
ring-fenced sub-group (which together with other entities is
intended to include National Westminster Bank Plc, Adam &
Company PLC (to be renamed The Royal Bank of Scotland plc) and
Ulster Bank Ireland DAC), will become a direct subsidiary of
RBSG. This is expected to occur through a capital reduction
of The Royal Bank of Scotland plc (to be renamed NatWest Markets
Plc), which will be satisfied by the transfer of the shares in
NatWest Holdings Limited currently held by of The Royal Bank of
Scotland plc to RBSG, which will occur via a further and separate
court process, which is subject to the relevant Court and
regulatory approvals. It
is possible that the court process described above may result in
amendments being required to be made to the Group’s current
plan and that this may result in delays in the implementation of
the UK ring-fencing compliant structure, additional costs and/or
changes to the Group’s business.
During the course of 2018, it is proposed that the Group will seek
to implement a second, smaller ring-fencing transfer scheme as part
of its strategy to implement its future ring-fencing compliant
structure, which is proposed to transfer certain assets from
National Westminster Bank Plc to The Royal Bank of Scotland plc (by
then renamed to NatWest Markets Plc). Such a scheme would be
subject to the same reviews and approvals as described above in
connection with the first scheme.
As a result of the implementation of the changes described above,
there will be a material impact on how the Group conducts its
business and will require a significant legal and organisational
restructuring of the Group and the transfer of large numbers of
assets, liabilities, obligations, customers and employees between
legal entities and the realignment of employees within the
Group.
The Group’s final ring-fenced legal structure and the actions
being taken to achieve it, remain subject to, amongst other
factors, additional regulatory, board and other approvals. In
particular, transfers of assets and liabilities by way of a
Ring-Fencing Transfer Scheme, as described above, must be reviewed
and reported on by an Independent Skilled Person appointed by the
Group with the prior approval of the PRA (having consulted with the
FCA). The reports of the Skilled Person are made public and form
part of the court process described above.
The implementation of these changes involves a number of risks
related to both the revised Group structure and also the process of
transition to such new structure.
Those risks include the following:
●
As a result of ring-fencing, certain customers will be moved
to the RFB and certain customers will be required to deal with both
the RFB and other Group entities outside the RFB to obtain the full
range of products and services or to take any affirmative steps in
connection with the reorganisation. The Group is unable to predict
how some customers may react to these and other required
changes.
●
As part of the establishment of the RFB, the RFB will need to
operate independently from the other Group entities outside the RFB
and as a result, amendments will need to be made to the
Group’s existing corporate governance structure to ensure the
RFB is independent from the other Group entities outside the RFB.
This new structure, which will also require the approval of the
PRA, may result in divergences between the various governance
bodies within the Group and create operational
challenges.
●
In order to comply with the requirements of the UK ring-fencing
regime, the Group will need to revise its operations infrastructure
so as to comply with the shared services, independence and
resolvability requirements set out in the UK ring-fencing
legislation and rules, including in areas such as information
technology (IT) infrastructure, human resources and critical
service providers which may involve associated execution risk and
may result in increased costs. Arrangements between the RFB and
other Group entities outside the RFB will also need to be reviewed
in light of these requirements and the requirement that all such
transactions take place on an arm’s-length basis. Any
duplication of certain infrastructure or functions between the RFB
and other Group entities outside the RFB that are required to
comply with the UK ring-fencing legislation and rules and
dis-synergies resulting therefrom may in turn result in additional
costs and/or changes to the Group’s business and
operations
Risk factors continued
●
The implementation of the UK ring-fencing regime will significantly
impact the management of the Group’s treasury operations,
including internal and external funding arrangements. The changes
required may adversely impact the assessment made by credit rating
agencies, creditors and other stakeholders of the credit strength
of the different entities on a standalone basis and may heighten
the cost of capital and funding for the Group and its subsidiaries.
The ability of bank entities outside the RFB to meet funding and
capital prudential requirements may be dependent on obtaining an
adequate credit rating. Once the UK ring-fencing regime is
implemented, reliance on intragroup exemptions in relation to large
exposures and liquidity will not be possible between the RFB and
other Group entities and may result in risk-weighted assets
inflation.
●
From 2026 it will not be possible for the Group entities outside
the RFB to participate in the same defined benefit pension scheme
as RFB entities or their wholly-owned subsidiaries. As a result, it
will be necessary to restructure the Group’s defined benefit
pension scheme (including The Royal Bank of Scotland Group Pension
Fund (‘Main scheme’)). This restructuring will be such
that either the RFB or other Group outside the RFB leave the
current scheme. The costs of separation may be material and may
trigger certain legal and regulatory obligations including possibly
increased contributions. Such restructuring may
also result in additional or increased cash contributions in the
event the pension trustees determine that the employer covenant has
been weakened as a result of such separation. See ‘The Group
is subject to pension risks and will be required to make additional
contributions as a result of the restructuring of its pension
schemes in relation to the implementation of the UK ring-fencing
regime. In addition, the Group expects to make additional
contributions to cover pension funding deficits if there are
degraded economic conditions or if there is any devaluation in the
asset portfolio held by the pension trustee.’
●
The restructuring and planned transfers may also result in
accounting consequences for the Group. Although a number of
transfers will be made at book value between fully owned Group
entities, certain transfers will be made at fair value which may
result in a profit or loss being recognised by Group entities. In
addition, transfers of assets that have related hedging
arrangements may result in adverse operational, financial or
accounting consequences if the transfer is not consistent with the
unaffected continuation of such hedging arrangements.
●
In addition, the proposed transfers may have tax costs, or may
impact the tax attributes of the RFB or other Group entities
outside the RFB and the ability to transfer tax
losses.
The steps required to implement the UK ring-fencing regime within
the Group to comply with the relevant rules and regulations are
complex and require an extended period of time to plan, execute and
implement and entail significant costs and operational, legal and
execution risks, which risks may be exacerbated by the
Group’s other ongoing restructuring efforts. External or
internal factors including new and developing legal requirements
relating to the regulatory framework for the banking industry and
the evolving regulatory and economic landscape resulting from
Brexit, as well as further political developments or changes to the
Group’s current strategy, may require the Group to further
restructure its operations (including certain operations in the UK
and Western Europe) and may in turn require further changes to be
made to the Group’s ring-fencing plans (including the planned
structure of the Group post implementation).
The completion of ring-fencing will substantially reconfigure the
way RBSG holds its businesses and the legal entities within the
Group. There is no certainty that the Group will be able to
complete the legal restructuring and migration of customers’
assets and liabilities by the 1 January 2019 deadline or in
accordance with future rules and the consequences of non-compliance
are currently uncertain.
Conducting the Group’s operations in accordance with the new
rules may result in additional costs (transitional and recurring)
following implementation and impact the Group’s
profitability. As a result, the implementation of the UK
ring-fencing regime could have a material adverse effect on the
Group’s reputation, results of operations, financial
condition and prospects.
The Group’s operations are highly dependent on its IT
systems. A failure of the Group’s IT systems, including as a
result of the lack of or untimely investments, could adversely
affect its operations, competitive position and investor and
customer confidence and expose the Group to regulatory
sanctions.
The
Group’s operations are dependent on the ability to process a
very large number of transactions efficiently and accurately while
complying with applicable laws and regulations where it does
business. The proper functioning of the Group’s payment
systems, financial 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, are critical to the Group’s
operations.
The
vulnerabilities of the Group’s IT systems are in part due to
their complexity, which is attributable to overlapping multiple
dated systems that result from the Group’s historical
acquisitions and insufficient investment prior to 2013 to keep the
IT applications and infrastructure up-to-date. Within a complex IT
estate, the risk of disruption due to end-of-life hardware and
software may create challenges in recovering from system
breakdowns. In 2017, the Group made progress to remediate or
replace out of date systems, reducing the overall risk of
disruption. However, some risk remains, and will require continued
focus and investment on an on-going basis to limit any IT failures
which may adversely affect the Group’s relationship with its
customers and its reputation, and which may also lead to regulatory
investigations and redress.
The
Group’s regulators in the UK, continue to actively monitor
progress being made by banks in the UK to modernise, manage and
secure their IT infrastructure and environment, in order to prevent
future failures affecting customers. Any critical system failure,
any prolonged loss of service availability or any material breach
of data security could cause serious damage to the Group’s
ability to provide service to its customers, which could result in
significant compensation costs or fines resulting from regulatory
investigations and could breach regulations under which the Group
operates.
In
particular, failures or breaches resulting in the loss or
publication of confidential customer data could cause long-term
damage to the Group’s reputation, business and brands, which
could undermine its ability to attract and keep
customers.
Risk factors continued
The
Group is currently implementing a number of complex change
initiatives, including its transformation programme, the UK
ring-fencing regime and the restructuring of the NatWest Markets
franchise. A failure to safely and timely implement one or several
of these initiatives could lead to disruptions of the Group’s
IT infrastructure or loss or publication of confidential customer
data and in turn could cause long-term damage to the Group’s
reputation, brands, results of operations and financial
position.
In
addition, recent or future regulatory changes, such as the EU
General Data Protection Regulation and the CMA’s Open Banking
standard, increase the risks relating to the Group’s ability
to comply with rules that impact its IT infrastructure. Any
non-compliance with such regulations could result in regulatory
proceedings or the imposition of fines or penalties and
consequently could have a material adverse effect on the
Group’s business, reputation, financial condition and future
prospects.
The
Group has made, and will continue to make, considerable investments
in its IT systems and technology to further simplify, upgrade and
improve its capabilities to make them more cost-effective and
improve controls, procedures, strengthen cyber security defences,
enhance the digital services provided to its bank customers and
improve its competitive position, which is also designed to reduce
the potential for system failures which adversely affect its
relationship with its customers and reputation, which may lead to
regulatory investigations and redress. However, the Group’s
current focus on cost-saving measures, as part of its
transformation programme, may impact the resources available to
implement further improvements to the Group IT infrastructure and
technology or limit the resources available for investments in
technological developments and/or innovation. Should such
investment and rationalisation initiatives fail to achieve the
expected results, or prove to be insufficient, it could have a
material adverse impact on the Group’s operations, its
ability to retain or grow its customer business or its competitive
position and could negatively impact the Group’s financial
position.
The Group is exposed to cyberattacks and a failure to prevent or
defend against such attacks and provide, as appropriate,
notification of them, could have a material adverse effect on the
Group’s operations, results of operations or
reputation.
The
Group is subject to regular cybersecurity attacks and related
threats, which have targeted financial institutions, corporates,
governments and other institutions across all industries. The Group
is increasingly reliant on technology which is vulnerable to
attacks, and these attacks continue to increase in frequency,
sophistication and severity and could have a material adverse
effect on the Group’s operations, customers and reputation.
The Group relies on the effectiveness of its internal policies,
controls, procedures and capabilities to protect the
confidentiality, integrity and availability of information held on
its computer systems, networks and devices, and also on the
computer systems, networks and devices of third parties with whom
the Group interacts.
The
Group takes appropriate measures to prevent, detect and minimise
attacks that could disrupt the delivery of critical business
processes to its customers. Because financial institutions such as
the Group operate with complex legacy infrastructure, they may be
even more susceptible to attack due to the increased number of
potential entry points and weaknesses. In addition, the increasing
sophistication of cyber criminals may increase the risk of a
security breach of the Group’s systems and as security
threats continue to evolve the Group’s may be required to
invest additional resources to modify the security of its systems,
which could have a material adverse effect on the Group’s
results of operations.
Failure
to protect the Group’s operations from cyberattacks or to
continuously review and update current processes and controls in
response to new or existing threats could result in the loss of
customer data or other sensitive information as well as instances
of denial of service for the Group’s customers and staff. The
Group’s systems, and those of third parties suppliers, are
often subject to cyberattacks which have to date been immaterial to
the Group’s operations. In 2017, the Group experienced 11
distributed denial of service (DDOS) attacks against
customer-facing websites, one of which caused minimal customer
impacts for a short period of time. This represents a decrease from
26 attacks against the Group in 2016, but a recent surge of
activity in the fourth quarter of 2017 points towards an increasing
trend of such attacks into 2018. The Group’s DDOS mitigation
controls have recently been strengthened and will continue to be
strengthened further in 2018. However, there can be no assurance
that those and the Group’s other strategies to defend against
cyberattacks, including future DDOS attacks, will be successful and
avoid the potential adverse effects of cyberattacks on the
Group.
The
Bank of England, the FCA and HM Treasury in the UK and regulators
in the US and in Europe continue to recognise cybersecurity as a
systemic risk to the financial sector and have highlighted the need
for financial institutions to improve resilience to cyberattacks
and provide timely notification of them, as appropriate. The Group
expects greater regulatory engagement, supervision and enforcement
on cybersecurity in the future. The Group continues to participate
in initiatives led by the Bank of England and other regulators
designed to share best practice and to test how major firms respond
to significant cyberattacks. The outputs of this collaboration
along with other regulatory and industry-led initiatives are
continually incorporated into the Group’s on-going IT
priorities and improvement measures. However, the Group continues
to expect to be targeted regularly in the future but there can be
no certainty that the Group will not be materially impacted by a
future attack.
Any
failure in the Group’s cybersecurity policies, procedures or
controls, could lead to the Group suffering financial losses,
reputational damage, a loss of customers, additional costs
(including costs of notification of consumers, credit monitoring or
card reissuance), regulatory investigations or sanctions being
imposed and could have a material adverse effect on the
Group’s results of operations, financial condition or future
prospects.
Risk factors continued
The Group is subject to political risks, including economic,
regulatory and political uncertainty arising from the referendum on
the UK’s membership of the European Union which could
adversely impact the Group’s business, results of operations,
financial condition and prospects.
In a
referendum held in the UK on 23 June 2016 (the ‘EU
Referendum’), a majority voted for the UK to leave the
European Union (‘EU’). On 29 March 2017 the UK
Government triggered the exit process contemplated under Article 50
of the Treaty on European Union. This provides for a maximum two
year period of negotiation to determine the terms of Brexit and set
the framework for the UK’s new relationship with the EU.
After this period its EU membership and all associated treaties
will cease to apply, unless some form of transitional agreement
encompassing those associated treaties is agreed or there is
unanimous agreement by the European Council with the UK to extend
the negotiation period defined under Article 50. There is
no certainty that negotiations relating to the terms of the
UK’s relationship with the EU will be completed within the
two-year period designated by Article 50. Such negotiations may
well extend beyond 29 March 2019, into any transitional period, the
terms and duration of which are currently uncertain. Furthermore,
the government has introduced the European Union (Withdrawal) Bill
(the ‘Withdrawal Bill’) to the UK Parliament, which
aims to repeal the European Communities Act of 1972 and to
transpose EU law relevant to the UK into national law upon the
UK’s exit from the EU. However, the precise terms of the
Withdrawal Bill, if enacted by the UK Parliament, are uncertain and
it remains unclear how the Withdrawal Bill will impact the legal
and regulatory landscape in the UK after it becomes effective. In
addition, it is possible (although of low likelihood) that a
disorderly termination of the Article 50 process could occur,
resulting in the UK leaving the EU before 29 March 2019. The
consequences of such an early termination of the Article 50 process
are uncertain and adverse impacts could crystallise rapidly should
this occur.
This
prevailing uncertainty relates to the timing of Brexit, as well as
to the negotiation and form of the UK’s relationships with
the EU, with other multilateral organisations and with individual
countries at the time of exit and beyond. The timing of, and
process for, such negotiations and the resulting terms of the
UK’s future economic, trading and legal relationships with
both the EU and other counterparties could impact the Group’s
financial condition, results of operations and prospects. The
direct and indirect effects of Brexit are expected to affect many
aspects of the Group’s business and operating environment,
including as described elsewhere in these risk factors, and may be
material.
The
longer term effects of Brexit on the Group’s operating
environment are difficult to predict, and subject to wider global
macro-economic trends and events, but may significantly impact the
Group and its customers and counterparties who are themselves
dependent on trading with the EU or personnel from the EU and may
result in periodic financial volatility and slower economic growth,
in the UK in particular, but also in Republic of Ireland, Europe
and potentially the global economy. Until the bilateral and
multilateral trading and economic relationships between the UK, the
EU, members of the World Trade Organisation and other key trading
partners are agreed, implemented and settled, the longer-term
effects of this uncertainty are likely to endure and their severity
increase in the absence of such agreements.
There
is related uncertainty as to the respective legal and regulatory
arrangements under which the Group and its subsidiaries will
operate when the UK is no longer a member of the EU. The Group and
its counterparties may no longer be able to rely on the EU
passporting framework for financial services and could be required
to apply for authorisation in multiple jurisdictions in the EU. The
cost and timing of that authorisation process is uncertain. The
Group has already announced plans to re-purpose its Dutch banking
subsidiary, RBS N.V., to conduct the NatWest Market
franchise’s European business and further changes to the
Group’s business operations may be required. The Group is
also monitoring proposed amendments to the prudential framework for
non-EU banks operating within in the EU.
These
and any other restructuring or commercial actions as well as new or
amended rules, could have a significant impact on the Group’s
operations and/or legal entity structure, including attendant
restructuring costs, capital requirements and tax implications and
as a result adversely impact the Group’s profitability,
business model and product offering. These impacts would
potentially be greater in the event of a disorderly termination of
the Article 50 process and early Brexit. See ‘The Group has
been, and will remain, in a period of major business transformation
and structural change through to at least 2019 as it implements its
own transformation programme and seeks to comply with UK
ring-fencing and recovery and resolution requirements as well as
the Alternative Remedies Package. Additional structural changes to
the Group’s operations will also be required as a result of
Brexit. These various transformation and restructuring activities
are required to occur concurrently which carries significant
execution and operational risks, and the Group may not be a viable,
competitive and profitable bank as a result.’
The
Group faces additional political uncertainty as to how the Scottish
parliamentary process may impact the negotiations relating to
Brexit. RBSG, RBS plc and one of the future post ring-fencing
principal operating companies, Adam & Company PLC, are all
headquartered and 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 Group and its subsidiaries operate, and
may require further changes to be made to the Group’s
structure, independently or in conjunction with other mandatory or
strategic structural and organisational changes and as a result
could adversely impact the Group.
Risk factors continued
The
Group is currently subject to increased political risks as a result
of the UK Government’s majority ownership stake in the Group.
The UK Government in its November 2017 Autumn Budget indicated its
intention to recommence the process for the privatisation of RBSG
before the end of 2018-2019, although there can be no certainty as
to the commencement of any sell-downs or the timing or extent
thereof. (See ‘HM Treasury (or UKFI on its behalf) may be
able to exercise a significant degree of influence over the Group
and any further offer or sale of its interests may affect the price
of securities issued by the Group.’) Were there to be a
change of UK government as a result of a general election, the
Group may face new risks as a result of a change in government
policy. In its 2017 manifesto, for example, the Labour Party
announced its intention to launch a consultation on breaking up the
Group to create new local public banks.
In
addition to the political risks described above, the Group remains
exposed to risks arising out of geopolitical events, such as the
imposition of trade barriers, the implementation of exchange
controls and other measures taken by sovereign governments that can
hinder economic or financial activity levels. Furthermore,
unfavourable domestic or international political, military or
diplomatic events, armed conflict, pandemics and terrorist acts and
threats, and the response to them by the UK and other governments
could also adversely affect levels of economic activity and have an
adverse effect upon the Group’s business, financial condition
and results of operations.
The Group is subject to pension risks and will be required to make
additional contributions as a result of the restructuring of its
pension schemes in relation to the implementation of the UK
ring-fencing regime. In addition, the Group expects to make
additional contributions to cover pension funding deficits if there
are degraded economic conditions or if there is any devaluation in
the asset portfolio held by the pension trustee.
The
Group maintains a number of defined benefit pension schemes for
certain former and current employees. The UK ring-fencing regime
will require significant changes to the structure of the
Group’s existing defined benefit pension schemes because,
from 2026 it will not be possible for Group entities outside the
RFB to participate in the same defined benefit pension scheme as
RFB entities or their wholly-owned subsidiaries. As a result, RFB
cannot be liable for debts to pension schemes that might arise as a
result of the failure of an entity that is not a RFB entity or
wholly owned subsidiary thereof after 1 January 2026. The
restructuring of the Group and its defined benefit pension scheme
to implement the UK ring-fencing regime could also affect
assessments of the Group’s pension scheme deficits or result
in the pension scheme trustees considering that the employer
covenant has been weakened and result in further additional
material contributions being required.
The
Group is developing a strategy to meet these requirements. This
will require the agreement
of the pension scheme trustee. The Group’s intention is for
the Main scheme to be supported by the RFB. Discussions with the
pension scheme trustee are ongoing and will be influenced by the
Group’s overall ring-fence strategy and its pension funding
and investment strategies.
If
agreement is not reached with the pension trustee, alternative
options less favourable to the Group may need to be developed to
meet the requirements of the pension regulations. The costs
associated with the restructuring of the Group’s existing
defined benefit pension schemes could be material and could result
in higher levels of additional contributions than those described
above and currently agreed with the pension trustee which could
have a material adverse effect on the Group’s results of
operations, financial position and prospects.
Pension
risk also includes the risk that the assets of the Group’s
various defined benefit pension schemes do not fully match the
timing and amount of the schemes’ liabilities, as a result of
which the Group is required or chooses to make additional
contributions to address deficits that may emerge.
Risk
arises from the schemes because the value of the asset portfolios
may be less than expected, or may have reduced in value relative to
the pension liabilities it supports, and because there may be
greater than expected increases in the estimated value of the
schemes’ liabilities and additional future contributions to
the schemes may be required. Pension regulations may also change in
a manner adverse to the Group.
The
value of pension scheme liabilities varies with changes to
long-term interest rates (including prolonged periods of low
interest rates as is currently the case), inflation, monetary
policy, pensionable salaries and the longevity of scheme members,
as well as changes in applicable legislation.
In
addition, as the Group expects to continue to materially reduce the
scope of its operations as part of the implementation of its
transformation programme and of the UK ring-fencing regime, pension
liabilities will therefore increase relative to the size of the
Group, which may impact the Group’s results of operations and
capital position.
Given
economic and financial market difficulties and volatility, the low
interest rate environment and the risk that such conditions may
occur again over the near and medium term, some of the
Group’s pension schemes have experienced increased pension
deficits.
The
last triennial valuation of the Main scheme, had an effective date
of 31 December 2015. This valuation was concluded with the
acceleration of the nominal value of all committed contributions in
respect of past service (£4.2 billion), which was paid in the
first quarter of 2016.
Risk factors continued
The
next triennial period valuation will take place in the fourth
quarter of 2018 and the Main scheme pension trustee agreed that it
would not seek a new valuation prior to that date, except where a
material change arises. The 2018 triennial valuation is expected to
result in a significant increase in the regular annual
contributions in respect of the ongoing accrual of benefits.
Notwithstanding the 2016 accelerated payment and any additional
contributions that may be required beforehand as a result of a
material change, the Group expects to have to agree to additional
contributions, over and above the existing committed past service
contributions, as a result of the next triennial valuation. Under
current legislation, such agreement would need to be reached no
later than the first quarter of 2020. The cost of such additional
contributions could be material and any additional contributions
that are committed to the Main scheme following new actuarial
valuations would trigger the recognition of a significant
additional liability on the Group’s balance sheet and/or an
increase in any pension surplus derecognised, which in turn could
have a material adverse effect on the Group’s results of
operations, financial position and prospects.
Pension risk and changes to the Group’s funding of its
pension schemes may have a significant impact on the Group’s
regulatory capital position or its capital plan.
The
Group’s capital position is influenced by pension risk in
several respects: Pillar 1 capital is impacted by the requirement
that net pension assets are deducted from capital and that
actuarial gains/losses impact reserves and, by extension, CET1
capital; Pillar 2A requirements result in the Group being required
to carry a capital add-on to absorb stress on the pension fund; and
finally, the risk of additional contributions to the Group’s
pension fund and investment risk associated with the pension fund
is taken into account in the Group’s capital plan and include
additions to its capital management buffer to cater for certain
pension related stress scenarios.
The
Group believes that the accelerated payment to the Group’s
Main scheme pension fund made in the first quarter of 2016 improved
the Group’s capital planning and resilience through the
period to 2019 and provided the Main scheme pension trustee with
more flexibility over its investment strategy.This payment has
resulted in a reduction in prevailing Pillar 2A add-on. However,
subsequent contributions required in connection with the 2018
triennial valuation, or otherwise, may adversely impact the
Group’s capital position.
As the
Group is unable to recognise any accounting surplus due to
constraints under IFRIC14, any contributions made which increase
the accounting surplus, or contributions committed to which would
increase the accounting surplus when paid, would have a
corresponding negative impact on the Group’s capital
position.
As a
result, if any of these assumptions prove inaccurate, or if the
Group does not hold adequate capital in its management buffer to
cover market risk in the pension fund in a stressed scenario, the
Group’s capital position may significantly deteriorate and
fall below the minimum capital requirements applicable to the Group
or Group entities, and in turn result in increased regulatory
supervision or sanctions, restrictions on discretionary
distributions or loss of investor confidence, which could
individually or in aggregate have a material adverse effect on the
Group’s results of operations, financial prospects or
reputation.
The
impact of the Group’s pension obligations on its results and
operations are also dependent on the regulatory environment in
which it operates. There is a risk that changes in prudential
regulation, pension regulation and accounting standards, or a lack
of coordination between such sets of rules, may make it more
challenging for the Group to manage its pension obligations
resulting in an adverse impact on the Group’s CET1
capital.
The Group’s business and results of operations may be
adversely affected by increasing competitive pressures and
technology disruption in the markets in which it
operates.
The
markets for UK financial services, and the other markets within
which the Group operates, are very competitive, and management
expects such competition to continue or intensify in response to
customer behaviour, technological changes (including the growth of
digital banking), competitor behaviour, new entrants to the market
(including non-traditional financial services providers such as
large retail or technology conglomerates), new lending models (such
as peer-to-peer lending), 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, in particular with
respect to payment services and products, and the introduction of
disruptive technology may impede the Group’s ability to grow
or retain its market share and impact its revenues and
profitability, particularly in its key UK retail banking
segment.
These
trends may be catalysed by various regulatory and competition
policy interventions, particularly as a result of the Open Banking
initiative and other remedies imposed by the Competition and
Markets Authority (CMA) which are designed to further promote
competition within retail banking.
Increasingly
many of the products and services offered by the Group are, and
will become, technology intensive and the Group’s ability to
develop such services has become increasingly important to
retaining and growing the Group’s customer business in the
UK.
Risk factors continued
There
can be no certainty that the Group’s investment in its IT
capability intended to address the material increase in customer
use of online and mobile technology for banking will be successful
or that it will allow the Group to continue to grow such services
in the future. Certain of the Group’s current or future
competitors may have more efficient operations, including better IT
systems allowing them to implement innovative technologies for
delivering services to their customers. Furthermore, the
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 Group. Although the Group invests in new technologies and
participates in industry and research led initiatives aimed at
developing new technologies, such investments may be insufficient,
especially given the Group’s focus on its cost savings
targets, which may limit additional investment in areas such as
financial innovation and therefore could affect the Group’s
offering of innovative products and its competitive position. The
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), 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.
If the
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.
For
example, companies in the financial services industry are
increasingly using artificial intelligence and/or automated
processes to enhance their output and performance. As part of this
broader trend, the Group is in the early stages of automating
certain of its solutions and interactions within its
customer-facing businesses. Such developments may result in
unintended consequences or conduct risk for the Group if such new
processes, including the algorithms used, are not carefully tested
and integrated into the Group’s current solutions. In
addition to such reputational risks, the development of automated
solutions will require investment in technology and will likely
result in increased costs for the Group.
In
addition, recent and future disposals and restructurings by the
Group relating to the implementation of non-customer facing
elements of its transformation programme and the UK ring-fencing
regime, or required by the Group’s regulators, as well as
constraints imposed on the Group’s ability to compensate its
employees at the same level as its competitors, may also have an
impact on its ability to compete effectively.
Intensified
competition from incumbents, challengers and new entrants in the
Group’s core markets could lead to greater pressure on the
Group to maintain returns and may lead to unsustainable growth
decisions. These and other changes in the Group’s competitive
environment could have a material adverse effect on the
Group’s business, margins, profitability, financial condition
and prospects.
Operational risks are inherent in the Group’s businesses and
these risks are heightened as the Group implements its
transformation programme, including significant cost reductions,
the UK ring-fencing regime and implementation of the Alternative
Remedies Package against the backdrop of legal and regulatory
changes.
Operational
risk is the risk of loss resulting from inadequate or failed
internal processes, people or systems, or from external events,
including legal risks. The Group has complex and diverse operations
and operational risks or losses can result from a number of
internal or external factors, including:
●
internal and
external fraud and theft from the Group, including
cybercrime;
●
compromise of the
confidentiality, integrity, or availability of the Group’s
data, systems and services;
●
failure to identify
or maintain the Group’s key data within the limits of the
Group’s agreed risk appetite;
●
failure to provide
adequate data, or the inability to correctly interpret poor quality
data;
●
failure of the
Group’s technology services due to loss of data, systems or
data centre failure as a result of the Group’s actions or
those actions outside the Group’s control, or failure by
third parties to restore services;
●
failure to
appropriately or accurately manage the Group’s operations,
transactions or security;
●
incorrect
specification of models used by the Group or implementing or using
such models incorrectly;
●
failure to
effectively design, execute or deliver the Group’s
transformation programme;
●
failure to attract,
retain or engage staff;
●
insufficient
resources to deliver change and business-as-usual
activity;
●
decreasing employee
engagement or failure by the Group to embed new ways of working and
values; or
●
incomplete,
inaccurate or untimely statutory, regulatory or management
reporting.
Operational
risks are and will continue to be heightened as a result of the
number of initiatives being concurrently implemented by the Group,
in particular the implementation of its transformation programme,
including its cost-reduction programme, the implementation of the
UK ring-fencing regime and implementation of the Alternative
Remedies Package. Individually, these initiatives carry significant
execution and delivery risk and such risks are heightened as their
implementation is often highly correlated and dependent on the
successful implementation of interdependent initiatives. These
initiatives are being delivered against the backdrop of ongoing
cost challenges and increasing legal and regulatory uncertainty and
will put significant pressure on the Group’s ability to
maintain effective internal controls and governance frameworks.
Although the Group has implemented risk controls and loss
mitigation actions and significant resources and planning have been
devoted to mitigate operational risk, it is not possible to be
certain that such actions have been or will be effective in
controlling each of the operational risks faced by the Group.
Ineffective management of such risks could have a material adverse
effect on the Group’s business, financial condition and
results of operations.
Risk factors continued
The Group’s business performance and financial position could
be adversely affected if its capital is not managed effectively or
if it is unable to meet its prudential regulatory requirements, or
if it is deemed prudent to increase the amount of any management
buffer that it requires. Effective management of the Group’s
capital is critical to its ability to operate its businesses,
comply with its regulatory obligations, pursue its transformation
programme and current strategies, resume dividend payments on its
ordinary shares, maintain discretionary payments and pursue its
strategic opportunities.
The
Group is required by regulators in the UK, the EU and other
jurisdictions in which it undertakes regulated activities to
maintain adequate capital resources. Adequate capital also gives
the Group financial flexibility in the face of continuing
turbulence and uncertainty in the global economy and specifically
in its core UK and European markets.
The
Group currently targets a CET1 ratio at or above 13% throughout the
period until completion of its restructuring. On a fully loaded
basis, the Group’s CET1 ratio was 15.9% at 31 December 2017,
compared with 13.4% at 31 December 2016.
The
Group’s target capital ratio is based on its expected
regulatory requirements and internal modelling, including stress
scenarios. However, the Group’s ability to achieve such
targets depends on a number of factors, including the
implementation of its transformation programme and any of the
factors described below.
A
shortage of capital, which could in turn affect the Group’s
capital ratio and ability to resume dividend payments, could arise
from:
●
a depletion of the
Group’s capital resources through increased costs or
liabilities (including pension, conduct and litigation costs),
reduced profits or increased losses (which would in turn impact
retained earnings), sustained periods of low or lower interest
rates, reduced asset values resulting in write-downs, impairments
or accounting charges;
●
reduced upstreaming
of dividends from the Group’s subsidiaries as a result of the
Bank of England’s approach to setting the minimum
requirements for own funds and eligible liabilities
(‘MREL’) within groups, requiring sub-groups to hold
internal MREL resources sufficient to match both their own
individual MREL as well as the internal MREL of the subsidiaries
constituting the sub-group;
●
an increase in the
amount of capital that is required to meet the Group’s
regulatory requirements, including as a result of changes to the
actual level of risk faced by the Group, factors influencing the
Group’s regulator’s determination of the firm-specific
Pillar 2B buffer applicable to the Group (PRA buffer), changes in
the minimum levels of capital or liquidity required by legislation
or by the regulatory authorities or the calibration of capital or
leverage buffers applicable to the Group, including countercyclical
buffers, increases in risk-weighted assets or in the risk weighting
of existing asset classes, or an increase in the Group’s view
of any management buffer it needs, taking account of, for example,
the capital levels or capital targets of the Group’s peer
banks and criteria set by the credit rating agencies;
●
the implementation
of the Group’s transformation programme, including in
response to implementation of the UK ring-fencing regime, certain
intragroup funding arrangements will be limited and may no longer
be permitted and the Group may need to increasingly manage funding
and liquidity at an individual Group entity level, which could
result in the Group being required to maintain higher levels of
capital in order to meet the Group’s regulatory requirements
than would otherwise be the case, as may be the case if the Bank of
England were to identify impediments to the Group’s
resolvability resulting from new funding and liquidity management
strategies.
The
Group’s current capital strategy is based on the expected
accumulation of additional capital through the accrual of profits
over time and/or through the planned reduction of its risk-weighted
assets through disposals, natural attrition and other capital
management initiatives.
Further
losses or a failure to meet profitability targets or reduce
risk-weighted assets in accordance with or within the timeline
contemplated by the Group’s capital plan, a depletion of its
capital resources, earnings and capital volatility resulting from
the implementation of IFRS 9 as of 1 January 2018, or an increase
in the amount of capital it needs to hold (including as a result of
the reasons described above), would adversely impact the
Group’s ability to meet its capital targets or requirements
and achieve its capital strategy during the restructuring
period.
If the
Group is determined to have a shortage of capital, including as a
result of any of the circumstances described above, the Group may
suffer a loss of confidence in the market with the result that
access to liquidity and funding may become constrained or more
expensive or may result in the Group being subject to regulatory
interventions and sanctions. The Group’s regulators may also
request that the Group carry out certain capital management actions
or, in an extreme scenario, this may also trigger the
implementation of its recovery plans. Such actions may, in turn,
affect, among other things, the Group’s product offering,
ability to operate its businesses, comply with its regulatory
obligations, pursue its transformation programme and current
strategies, resume dividend payments on its ordinary shares,
maintain discretionary payments on capital instruments and pursue
strategic opportunities, affecting the underlying profitability of
the Group and future growth potential.
If, in
response to such shortage, certain regulatory capital instruments
are converted into equity or the Group raises additional capital
through the issuance of share capital or regulatory capital
instruments, existing shareholders may experience a dilution of
their holdings. The success of such issuances will also be
dependent on favourable market conditions and the Group may not be
able to raise the amount of capital required or on satisfactory
terms. Separately, the Group may address a shortage of capital by
taking action to reduce leverage and/or risk-weighted assets, by
modifying the Group’s legal entity structure or by asset or
business disposals. Such actions may affect the underlying
profitability of the Group.
Risk factors continued
RBSG and the Group entities’ ability to meet their
obligations, including funding commitments, depends on their
ability to access sources of liquidity and funding. If the Group or
any Group entity is unable to raise funds through deposits and/or
in the capital markets, its liquidity position could be adversely
affected which may require unencumbered assets to be liquidated or
it may result in higher funding costs which may impact the
Group’s margins and profitability.
Liquidity
risk is the risk that a bank will be unable to meet its
obligations, including funding commitments, as they fall due. This
risk is inherent in banking operations and can be heightened by a
number of factors, including an over-reliance on a particular
source of wholesale funding (including, for example, short-term and
overnight funding), changes in credit ratings or market-wide
phenomena such as market dislocation and major
disasters.
The
Group’s funding may also be impacted at the Group entity
level as a result of ongoing restructuring efforts and strategy
planning, including in response to implementation of the UK
ring-fencing regime, planning around Brexit and the implementation
of the Alternative Remedies Package, amongst others. For example,
where the Group’s funding strategy depends on intragroup
funding arrangements between Group entities, as a result of the
implementation of the UK ring-fencing regime, such arrangements
will be limited and may no longer be permitted if they are provided
between RFB and entities outside the RFB and, as a result, the cost
of funding may increase for certain Group entities, which will be
required to manage their own funding and liquidity
strategy.
As a
result of these and other restructuring changes that could result
in the Group’s need to manage funding and liquidity at an
individual entity level, the Group may be required to maintain
higher levels of funding and liquidity than would otherwise be the
case.
The
Group relies on retail and wholesale deposits to meet a
considerable portion of its funding. The level of deposits may
fluctuate due to factors outside the Group’s control, such as
a loss of confidence (including in individual Group entities),
increasing competitive pressures for retail customer deposits or
the repatriation 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 Group’s
deposits could, particularly if accompanied by one of the other
factors described above, have a material adverse impact on the
Group’s ability to satisfy its liquidity needs. Increases in
the cost of retail deposit funding may impact the Group’s
margins and profitability.
The
market view of bank credit risk has changed radically as a result
of the financial crisis and banks perceived by the market to be
riskier have had to issue debt at significantly higher costs.
Although conditions have improved, there have been recent periods
where corporate and financial institution counterparties have
reduced their credit exposures to banks and other financial
institutions, limiting the availability of these sources of
funding. Rules currently proposed by the Financial Stability Board
(‘FSB’) and in the EU in relation to the implementation
of total loss-absorbing capacity (‘TLAC’) and MREL may
also limit the ability of certain large financial institutions to
hold debt instruments issued by other large financial institutions.
The ability of the Bank of England to resolve the Group in an
orderly manner may also increase investors’ perception of
risk and hence affect the availability and cost of funding for the
Group. Any uncertainty relating to the credit risk of financial
institutions may lead to reductions in levels of interbank lending
or may restrict the Group’s access to traditional sources of
funding or increase the costs or collateral requirements for
accessing such funding.
The
implementation of the UK ring-fencing regime may impact the
Group’s funding strategy and the cost of funding may increase
for certain Group entities which will be required to manage their
own funding and liquidity strategy, in particular those entities
outside the ring-fence which will no longer be able to rely on
retail deposit funding.
In
addition, the Group is subject to certain regulatory requirements
with respect to liquidity coverage, including a liquidity coverage
ratio set by the PRA in the UK. This requirement was phased in at
90% from 1 January 2017 and increased to 100% in January 2018 (as
required by the Capital Requirements Regulation). The PRA may also
impose additional liquidity requirements to reflect risks not
captured in the leverage coverage ratio by way of Pillar 2 add-ons,
which may increase and/or decrease from time to time and require
the Group to obtain additional funding or diversify its sources of
funding.
Current
proposals by the FSB and the European Commission also seek to
introduce certain liquidity requirements for financial
institutions, including the introduction of a net stable funding
ratio (‘NSFR’).
Under
the European Commission November 2016 proposals, the NSFR would be
calculated as the ratio of an institution’s available stable
funding relative to the required stable funding it needs over a
one-year horizon.
The
NSFR would be expressed as a percentage and set at a minimum level
of 100%, which indicates that an institution holds sufficient
stable funding to meet its funding needs during a one-year period
under both normal and stressed conditions. If an
institution’s NSFR were to fall below the 100% level, the
institution would be required to take the measures laid down in the
CRD IV Regulation for a timely restoration to the minimum level.
Competent authorities would assess the reasons for non-compliance
with the NSFR requirement before deciding on any potential
supervisory measures. These proposals are currently being
considered and negotiated among the European Commission, the
European Parliament and the European Council and, in light of
Brexit, there is considerable uncertainty as to the extent to which
such rules will apply to the Group.
Risk factors continued
If the
Group is unable to raise funds through deposits or in the 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
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 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
Group’s financial condition and results of
operations.
Failure by the Group to comply with regulatory capital, funding,
liquidity and leverage requirements may result in intervention by
its regulators and loss of investor confidence, and may have a
material adverse effect on its results of operations, financial
condition and reputation and may result in distribution
restrictions and adversely impact existing
shareholders.
The
Group is subject to extensive regulatory supervision in relation to
the levels and quality of capital it is required to hold in
connection with its business, including as a result of the
transposition of the Basel Committee on Banking Supervision’s
regulatory capital framework (Basel III) in Europe by a Directive
and Regulation (collectively known as CRD IV).
In
addition, the Group is currently identified as a global
systemically important bank (G-SIB) by FSB and is therefore subject
to more intensive oversight and supervision by its regulators as
well as additional capital requirements, although the Group belongs
to the last ‘bucket’ of the FSB G-SIB list and is
therefore subject to the lowest level of additional loss-absorbing
capacity requirements.
Under
CRD IV, the Group is required to hold at all times a minimum amount
of regulatory capital calculated as a percentage of risk-weighted
assets (Pillar 1 requirement).
CRD IV
also introduced a number of new capital buffers that are in
addition to the Pillar 1 and Pillar 2A requirements (as described
below) that must be met with CET1 capital. The combination of the
capital conservation buffer (which, subject to transitional
provisions, will be set at 2.5% from 2019), the countercyclical
capital buffer (of up to 2.5% which is currently set at 1.0%, with
binding effect from 28 November 2018 by the FPC for UK banks) and
the higher of (depending on the institution) the systemic risk
buffer, the global systemically important institutions buffer
(G-SIB Buffer) and the other systemically important institutions
buffer, is referred to as the ‘combined buffer
requirement’. These rules entered into force on 1 May 2014
for the countercyclical capital buffer and on 1 January 2016 for
the capital conservation buffer and the G-SIB Buffer.
The
G-SIB Buffer is currently set at 1.0% for the Group (from 1 January
2017), and is being phased in over the period to 1 January 2019.
The systemic risk buffer will be applicable from 1 January 2019.
The Bank of England’s Financial Policy Committee (the FPC)
was responsible for setting the framework for the systemic risk
buffer and the PRA adopted in December 2016 a final statement of
policy implementing the FPC’s framework. In early 2019, the
PRA is expected to determine which institutions the systemic risk
buffer should apply to, and if so, how large the buffer should be
up to a maximum of 3% of a firm’s risk-weighted assets. The
systemic risk buffer will apply to ring-fenced entities only and
not all entities within a banking group. The systemic risk buffer
is part of the UK framework for identifying and setting higher
capital buffers for domestic systemically important banks (D-SIBs),
which are groups that, upon distress or failure, could have an
important impact on their domestic financial systems.
In
addition, national supervisory authorities may add extra capital
requirements (the Pillar 2A requirements) to cover risks that they
believe are not covered or insufficiently covered by Pillar 1
requirements. The Group’s current Pillar 2A requirement has
been set by the PRA at an equivalent of 4.0% of risk-weighted
assets.
The PRA
has also introduced a firm-specific the PRA buffer, which is a
forward-looking requirement set annually and based on various
factors including firm-specific stress test results and is to be
met with CET1 capital (in addition to any CET1 capital used to meet
any Pillar 1 or Pillar 2A requirements). Where appropriate, the PRA
may require an increase in an institution’s PRA buffer to
reflect additional capital required to be held to mitigate the risk
of additional losses that could be incurred as a result of risk
management and governance weaknesses, including with respect to the
effectiveness of the internal stress testing framework and control
environment. UK banks are required to meet the higher of the
combined buffer requirement or PRA buffer requirement. The FPC and
PRA have expressed concerns around potential systemic risk
associated with recent increases in UK consumer lending and the
impact of consumer credit losses on banks’ resilience in a
stress scenario, which the PRA has indicated that it will consider
when setting capital buffers for individual banks.
In
addition to capital requirements and buffers, the regulatory
framework adopted under CRD IV, as transposed in the UK, sets out
minimum leverage ratio requirements for financial
institutions.
These
include a minimum leverage requirement of 3.25% which applies to
major UK banks, as recalibrated in October 2017 in accordance with
the FPC’s recommendation to the PRA. In addition, the UK
leverage ratio framework provides for: (i) an additional leverage
ratio to be met by G-SIBs and ring-fenced institutions to be
calibrated at 35% of the relevant firm’s capital G-SIB Buffer
or systemic risk buffer and which is being phased in from 2016
(currently set at 0.75% from 1 January 2018) and (ii) a countercyclical
leverage ratio buffer for all firms subject to the minimum leverage
ratio requirements which is calibrated at 35% of a firm’s
countercyclical capital buffer. Further changes may be made to the
current leverage ratio framework as a result of future regulatory
reforms, including FSB proposals and proposed amendments to the CRD
IV proposed by the European Commission in November
2016.
Risk factors continued
Most of
the capital requirements which apply or will apply to the Group
will need to be met in whole or in part with CET1 capital. CET1
capital broadly comprises retained earnings and equity instruments,
including ordinary shares. As a result, the Group’s ability
meet applicable CET1 capital requirements is dependent on organic
generation of CET1 through sustained profitability and/or the
Group’s ability to issue ordinary shares, and there is no
guarantee that the Group may be able to generate CET1 capital
through either of these alternatives.
The
amount of regulatory capital required to meet the Group’s
regulatory capital requirements (and any additional management
buffer), is determined by reference to the amount of risk-weighted
assets held by the Group. The models and methodologies used to
calculate applicable risk-weightings are a combination of
individual models, subject to regulatory permissions, and more
standardised approaches. The rules are applicable to the
calculation of the Group’s risk-weighted assets are subject
to regulatory changes which may impact the levels of regulatory
capital required to be met by the Group.
On 7
December 2017, the Basel Committee on Banking Supervision published
revised standards intended to finalise the Basel III post-crisis
regulatory reforms. The revised standards include the following
elements: (i) a revised standardised approach for credit risk,
which will improve the robustness and risk sensitivity of the
existing approach; (ii) revisions to the internal ratings-based
approach for credit risk, where the use of the most advanced
internally modelled approaches for low-default portfolios will be
limited; (iii) revisions to the credit valuation adjustment (CVA)
framework, including the removal of the internally modelled
approach and the introduction of a revised standardised approach;
(iv) a revised standardised approach for operational risk, which
will replace the existing standardised approaches and the advanced
measurement approaches; (v) revisions to the measurement of the
leverage ratio and a leverage ratio buffer for global systemically
important banks (G-SIBs), which will take the form of a Tier 1
capital buffer set at 50% of a G-SIB’s risk-weighted capital
buffer; and (vi) an aggregate output floor, which will ensure that
banks' risk-weighted assets (RWAs) generated by internal models are
no lower than 72.5% of RWAs as calculated by the Basel III
framework’s standardised approaches.
The
revised Basel III standards will take effect from 1 January 2022
and will be phased in over five years. Although the revised Basel
III standards must be implemented through legislation in the EU and
UK, and precise estimates of their impact would be premature at
this time, the revised standards may result in higher levels of
risk-weighted assets and therefore higher levels of capital, and in
particular CET1 capital, required to be held by the Group, under
Pillar 1 requirements. Such requirements would be separate from any
further capital overlays required to be held as part of the
PRA’s determination of the Group’s Pillar 2A or PRA
buffer requirements with respect to such exposures.
In the
UK, the PRA also set revised expectations to the calculation of
risk-weighted capital requirements in relation to residential
mortgage portfolios which firms are expected to meet by the end of
2020. To this effect, firms should also submit amended models for
regulatory approval.
Although
the above provides an overview of the capital and leverage
requirements currently applicable to the Group, such requirements
are subject to ongoing amendments and revisions, including as a
result of final rules and recommendations adopted by the FSB or by
European or UK regulators. In particular, on 23 November 2016, the
European Commission published a comprehensive package of reforms
including proposed amendments to CRD IV and the EU Bank Recovery
and Resolution Directive ‘BRRD’. Although such
proposals are currently being considered and discussed among the
European Commission, the European Parliament and the European
Council and their final form and the timetable for their
implementation are not known, such amendments may result in
increased or more stringent requirements applying to the Group or
its subsidiaries. This uncertainty is compounded by Brexit which
may result in further changes to the prudential and regulatory
framework applicable to the Group.
If the
Group is unable to raise the requisite amount of regulatory capital
(including loss absorbing capital in the form of MREL), or to
otherwise meet regulatory capital and leverage requirements, it may
be exposed to increased regulatory supervision or sanctions, loss
of investor confidence, restrictions on distributions and it may be
required to reduce further the amount of its risk-weighted assets
or total assets and engage in the disposal of core and other
non-core businesses, which may not occur on a timely basis or
achieve prices which would otherwise be attractive to the
Group.
This
may also result in write-down or the conversion into equity of
certain regulatory capital instruments issued by the Group or the
issue of additional equity by the Group, each of which could result
in the dilution of the Group’s existing shareholders. A
breach of the Group’s applicable capital or leverage
requirements may also trigger the application of the Group’s
recovery plan to remediate a deficient capital
position.
Failure by the Group to comply with its capital requirements or to
maintain sufficient distributable reserves may result in the
application of restrictions on its ability to make discretionary
distributions, including the payment of dividends to its ordinary
shareholders and coupons on certain capital
instruments.
In
accordance with the provisions of CRD IV, a minimum level of
capital adequacy is required to be met by the Group in order for it
to be entitled to make certain discretionary payments.
Risk factors continued
Pursuant
to Article 141 (Restrictions on distribution) of the CRD IV
Directive, as transposed in the UK, institutions that fail to meet
the ‘combined buffer requirement’ will be subject to
restricted ‘discretionary payments’ (which are defined
broadly by CRD IV as payments relating to CET1 instruments
(dividends), variable remuneration and coupon payments on
additional Tier 1 instruments). 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.
The EBA
has clarified that the CET1 capital to be taken into account for
the MDA calculation should be limited to the amount not used to
meet the Pillar 1 and Pillar 2 own funds requirements of the
institution. In the event of a breach of the combined buffer
requirement, the Group will be required to calculate its MDA, and
as a consequence it may be necessary for the Group to reduce or
cease discretionary payments to the extent of the
breach.
The
ability of the Group to meet the combined buffer requirement will
be subject to the Group holding sufficient CET1 capital in excess
of its minimum Pillar 1 and Pillar 2 capital requirements. In
addition, the interaction of such restrictions on distributions
with the capital requirements and buffers applicable to the Group
remains uncertain in many respects while the relevant authorities
in the EU and the UK consult on and develop their proposals and
guidance on the application of the rules. In particular, the
proposals published by the European Commission in November 2016
contain certain proposed amendments to Article 141, including to
introduce a ‘stacking order’ in the calculation of the
maximum distributable amount and establish certain priorities in
the payments which could be made in the event the restrictions
apply (with payments relating to additional Tier 1 instruments
being required to be made before payments on CET1 instruments
(dividends) or other discretionary payments). The treatment of MDA
breaches under the European Commission proposals differ from the
proposed consequences set out in the final PRA rules and may result
in uncertainty in the application of these rules.
In
addition to these rules and the requirement for PRA approval, in
order to make distributions (including dividend payments) in the
first place, RBSG is required to have sufficient distributable
reserves available. Furthermore, coupon payments due on the
additional Tier 1 instruments issued by RBSG must be cancelled in
the event that RBSG has insufficient ‘distributable
items’ as defined under CRD IV. Both distributable reserves
and distributable items are largely impacted by the Group’s
ability to generate and accumulate profits or conversely by
material losses (including losses resulting from conduct
related-costs, restructuring costs or impairments).
RBSG’s
distributable reserves and distributable items are sensitive to the
accounting impact of factors including the redemption of preference
shares, restructuring costs and impairment charges and the carrying
value of its investments in subsidiaries which are carried at the
lower of cost and their prevailing recoverable amount. Recoverable
amounts depend on discounted future cash flows which can be
affected by restructurings, including the restructuring required to
implement the UK ring-fencing regime, or unforeseen
events.
The
distributable reserves of RBSG also depend on the receipt of income
from subsidiaries, principally as dividends. The ability of
subsidiaries to pay dividends is subject to their performance and
applicable local laws and other restrictions, including their
respective regulatory requirements and distributable reserves. Any
of these factors, including restructuring costs, impairment charges
and a reduction in the carrying value of RBSG subsidiaries or a
shortage of dividends from them could limit RBSG’s ability to
maintain sufficient distributable reserves to be able to pay
coupons on certain capital instruments and dividends to its
ordinary shareholders.
The
Group may be required to recognise further impairments in the
future if the outlook for its subsidiaries were to worsen. Whilst
this level of distributable profits does not impact upon
RBSG’s ability to pay coupons on existing securities, the
Group implemented a capital reorganisation in 2017 in order to
increase RBSG’s distributable reserves by approximately
£30 billion, providing greater flexibility for potential
future distributions and preference share redemptions (if
any).
Failure
by the Group to meet the combined buffer requirement or retain
sufficient distributable reserves or distributable items as a
result of reduced profitability or losses, or changes in regulation
or taxes adversely impacting distributable reserves or
distributable items, may therefore result in limitations on the
Group’s ability to make discretionary distributions which may
negatively impact the Group’s shareholders, holders of
additional Tier 1 instruments, staff receiving variable
compensation (such as bonuses) and other stakeholders and impact
its market valuation and investors’ and analysts’
perception of its financial soundness.
The cost of implementing the Alternative Remedies Package regarding
the business previously described as Williams & Glyn could be
more onerous than anticipated and any failure to comply with the
terms of the Alternative Remedies Package could result in the
imposition of additional measures or limitations on the
Group’s operations.
On 18 September 2017, the Group received confirmation that an
alternative remedies package announced on 26 July 2017
(‘Alternative Remedies Package’), regarding the
business previously described as Williams & Glyn, had been
formally approved by the European Commission (‘EC’) in
the form proposed.
Risk factors continued
The Alternative Remedies Package replaced the existing requirement
to divest the business previously described as Williams & Glyn
by 31 December 2017. The Alternative Remedies Package focusses on
the following two remedies to promote competition in the market for
banking services to small and medium-sized enterprises
(‘SMEs’) in the UK: (i) a £425 million capability
and innovation fund that will grant funding to a range of eligible
competitors in the UK banking and financial technology sectors; and
(ii) a £275 million incentivised switching scheme which will
provide funding for eligible bodies to help them incentivise SME
customers of the business previously described as Williams &
Glyn to switch their primary accounts and loans from the Group paid
in the form of ‘dowries’ to business current accounts
at the receiving bank. The Group 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, RBSG may be required to make a
further contribution, capped at £50 million.
An independent body (‘Independent Body’) is in the
process of being established to administer the Alternative Remedies
Package. However, the implementation of the Alternative Remedies
Package also entails additional costs for the Group, including but
not limited to the funding commitments and financial incentives
envisaged to be provided under the plan. Implementation of the
Alternative Remedies Package could also divert resources from the
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 can require the Group to modify certain aspects of
the 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 can extend the duration of the
scheme by up to twelve months and can compel the 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
Group’s business.
As a direct consequence of the incentivised switching scheme, the
Group will lose existing customers and deposits, which in turn will
have adverse impacts on the Group’s business and associated
revenues and margins. Furthermore, the capability and innovation
fund is intended to benefit eligible competitors and negatively
impact the Group’s competitive position. To support the
incentivised switching initiative, upon request by an eligible
bank, the Group has also 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 result in reputational and financial exposure for the
Group and impact customer service quality for RBS’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 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 Group’s operations, additional supervision
by the Group’s regulators, and loss of investor or customer
confidence, any of which could have a material adverse impact on
the Group. Delays in execution may also impact the Group’s
ability to carry out its transformation programme, including the
implementation of cost saving initiatives and mandatory regulatory
requirements. Such risks will increase in line with any
delays.
As a result of extensive reforms being implemented relating to the
resolution of financial institutions within the UK, the EU and
globally, material additional requirements will arise to ensure
that financial institutions maintain sufficient loss-absorbing
capacity. Such changes to the funding and regulatory capital
framework may require the Group to meet higher capital levels than
the Group anticipated within its strategic plans and affect the
Group’s funding costs.
In
addition to the prudential requirements applicable under CRD IV,
the BRRD introduces, among other things, a requirement for banks to
maintain at all times a sufficient aggregate amount of own funds
and ‘eligible liabilities’ (that is, liabilities that
can absorb loss and assist in recapitalising a firm in accordance
with a predetermined resolution strategy), known as the minimum
requirements for MREL, designed to ensure that the resolution of a
financial institution may be carried out, without public funds
being exposed to the risk of loss and in a way which ensures the
continuity of critical economic functions, maintains financial
stability and protects depositors.
In
November 2015, the FSB published a final term sheet setting out its
TLAC standards for G-SIBs. The EBA was mandated to assess the
implementation of MREL in the EU and the consistency of MREL with
the final TLAC standards and published an interim report setting
out the conclusions of its review in July 2016 and its final report
in December 2016. On the basis of the EBA’s work and its own
assessment of CRD IV and the BRRD, the European Commission
published in November 2016 a comprehensive set of proposals,
seeking to make certain amendments to the existing MREL framework.
In particular, the proposals make a number of amendments to the
MREL requirements under the BRRD, in part in order to transpose the
FSB’s final TLAC term sheet.
The UK
government is required to transpose the BRRD’s provisions
relating to MREL into law through further secondary legislation. In
November 2016, the Bank of England published its final rules
setting out its approach to setting MREL for UK banks. These final
rules (which were adopted on the basis of the current MREL
framework in force in the EU) do not take into account the European
Commission’s most recent proposals with respect to MREL and
differ in a number of respects. In addition, rules relating to a
number of specific issues under the framework remain to be
implemented. These include internal MREL requirements, in respect
of which the FSB published guiding principles in July 2017. The
Bank of England published a consultation paper in October 2017 but
has not yet published a final statement of policy on its approach
to setting internal MREL.
The
Bank of England has also stated that it expects to set out policy
proposals for MREL cross-holdings and disclosure requirements once
there is greater clarity as to the timing and final content of
related EU proposals.
Risk factors continued
The
Bank of England is responsible for setting the MREL requirements
for each UK bank, building society and certain investment firms in
consultation with the PRA and the FCA, and such requirement will be
set depending on the resolution strategy of the financial
institution. In its final rules, the Bank of England has set out a
staggered compliance timeline for UK banks, including with respect
to those requirements applicable to G-SIBs (including the
Group).
Under
the revised timeline, G-SIBs will be expected to (i) meet the
minimum requirements set out in the FSB’s TLAC term sheet
from 1 January 2019 (i.e. the higher of 16% of risk-weighted assets
or 6% of leverage exposures), and (ii) meet the full MREL
requirements to be phased in from 1 January 2020, with the full
requirements applicable from 2 January 2022 (i.e. for G-SIBs two
times Pillar 1 plus Pillar 2A or the higher of two times the
applicable leverage ratio requirement or 6.75% of leverage
exposures). MREL requirements are expected to be set on
consolidated, sub-consolidated and individual bases, and are in
addition to regulatory capital requirements (so that there can be
no double counting of instruments qualifying for capital
requirements).
For
institutions, including the Group, for which bail-in is the
required resolution strategy and which are structured to permit
single point of entry resolution due to their size and systemic
importance, the Bank of England has indicated that in order to
qualify as MREL, eligible liabilities must be issued by the
resolution entity (i.e. the holding company for the Group) and be
structurally subordinated to operating and excluded liabilities
(which include insured deposits, short-term debt, derivatives,
structured notes and tax liabilities). Under the single point of
entry (SPE) resolution model that applies to the Group, losses that
crystallise in the operating companies are passed up the chain to
RBSG through the write down of the holding company’s
investments in the equity and debt of its operating
companies. The probability of the external MREL investors
being bailed-in will depend on the Group’s overall
going-concern capital resources, the extent of any losses in the
operating companies, and the extent to which those losses are
passed up to the investing entity (recognising that some operating
company liabilities, including obligations to pension schemes, are
protected from bail-in).
The
final rules set out a number of liabilities which cannot qualify as
MREL and are therefore ‘excluded liabilities’. As a
result, senior unsecured issuances by RBSG will need to be
subordinated to the excluded liabilities described above. The
proceeds from such issuances will be transferred to material
operating subsidiaries (as identified using criteria set in the
Bank of England’s final rules on internal MREL) in the form
of capital or another form of subordinated claim.
In this
way, MREL resources will be ‘structurally subordinated’
to senior liabilities of operating companies, allowing losses from
operating companies to be transferred to the holding company and -
if necessary - for resolution to occur at the holding company
level, without placing the operating companies into a resolution
process.
The
TLAC standard requires that the total amount of excluded
liabilities on RBSG’s balance sheet does not exceed 5% of its
external TLAC (i.e. the eligible liabilities RBSG has issued to
investors which meet the TLAC requirements) and the Bank of England
has adopted this criterion in its final rules.
If the
Group were to fail to comply with this ‘clean balance
sheet’ requirement, it could disqualify otherwise eligible
liabilities from counting towards MREL and result in the Group
breaching its MREL requirements. The purpose of internal MREL
requirements is to provide for loss-absorbing capacity to be
appropriately distributed within a banking group and to provide the
mechanism by which losses can be transferred from operating
companies to the resolution entity.
The
Bank of England proposes to set internal MREL requirements above
capital requirements for each ‘material subsidiary’ of
a banking group. The Bank of England will formally determine which
entities within the group represent material subsidiaries, with
reference to indicative criteria including such subsidiary’s
contribution to the Group’s risk-weighted assets and
operating income. It will also set the internal MREL requirement,
calibrated to be between 75% and 90% of the external MREL
requirement that would otherwise apply to a material subsidiary
were it a resolution entity in its own right. Such requirements
must be met with internal MREL resources which are subordinated to
the operating liabilities of the material subsidiary issuing them
and must be capable of being written down or converted to equity
via a contractual trigger. These liabilities, issued to other group
entities (typically the issuing entity’s immediate parent),
must be priced on an arm’s-length basis. The impact of these
requirements on the Group, the cost of servicing these liabilities
and the implications for the Group’s funding plans cannot be
assessed with certainty until the Bank of England’s proposed
internal MREL policy is finalised and final rules are
published.
Compliance
with these and other future changes to capital adequacy and
loss-absorbency requirements in the EU and the UK by the relevant
deadline will require the Group to restructure its balance sheet
and issue additional capital and other instruments compliant with
the rules which may be costly whilst certain existing Tier 1 and
Tier 2 securities and other senior, unsecured instruments issued by
the Group will cease to count towards the Group’s
loss-absorbing capacity for the purposes of meeting MREL/TLAC
requirements. The Group’s resolution authority can impose an
MREL requirement over and above the regulatory minima and
potentially higher than the Group’s peers, if it has concerns
regarding the resolvability of the Group. As a result, RBSG may be
required to issue additional loss-absorbing instruments in the form
of CET1 capital or subordinated or senior unsecured debt
instruments or may result in an increased risk of a breach of the
Group’s combined buffer requirement, triggering the
restrictions relating to the MDA described above. There remain some
areas of uncertainty regarding the implementation of outstanding
regulatory requirements within the UK, the EU and globally, and the
final requirements to which the Group will be subject, and the
Group may therefore need to revise its capital plan
accordingly.
Risk factors continued
The Group’s businesses and performance can be negatively
affected by actual or perceived economic conditions in the UK and
globally and other global risks, including risks arising out of
geopolitical events, and political developments and the Group will
be increasingly impacted by developments in the UK as its
operations become increasingly concentrated in the UK.
Actual
or perceived difficult global economic conditions can create
challenging economic and market conditions and a difficult
operating environment for the Group’s businesses and its
customers and counterparties.
As part
of its revised strategy, the Group has been refocusing its business
in the UK, the ROI and Western Europe and, accordingly is more
exposed to the economic conditions of the British economy as well
as the Eurozone. In particular, the longer term effects of Brexit
are difficult to predict and are subject to wider global
macro-economic trends, but may include periods of financial market
volatility and slower economic growth, in the UK in particular, but
also in the ROI, Europe and the global economy, at least in the
short to medium term. See ‘The Group is subject to political
risks, including economic, regulatory and political uncertainty
arising from the referendum on the UK’s membership of the
European Union which could adversely impact the Group’s
business, results of operations, financial condition and
prospects.’ and ‘The Group has been, and will remain,
in a period of major business transformation and structural change
through to at least 2019 as it implements its own transformation
programme and seeks to comply with UK ring-fencing and recovery and
resolution requirements as well as the Alternative Remedies
Package. Additional structural changes to the Group’s
operations will also be required as a result of Brexit. These
various transformation and restructuring activities are required to
occur concurrently, which carries significant execution and
operational risks, and the Group may not be a viable, competitive
and profitable bank as a result.’
The
outlook for the global economy over the medium-term remains
uncertain due to a number of factors including: political
instability, an extended period of low inflation and low interest
rates, although monetary policy has begun the process of
normalisation in some countries. The normalisation of monetary
policy in the USA may affect some emerging market economies which
may raise their domestic interest rates in order to avoid capital
outflows, with negative effects on growth and trade. Such
conditions could be worsened by a number of factors including
political uncertainty or macro-economic deterioration in the
Eurozone or the US, increased instability in the global financial
system and concerns relating to further financial shocks or
contagion, volatility in the value of the pound sterling, new or
extended economic sanctions, volatility in commodity prices or
concerns regarding sovereign debt. In particular, concerns relating
to emerging markets, including lower economic growth or recession,
concerns relating to the Chinese economy and financial markets,
reduced global trade in emerging market economies to which the
Group is exposed or increased financing needs as existing debt
matures, may give rise to further instability and financial market
volatility.
Any of
the above developments could impact the Group directly by resulting
in credit losses and indirectly by further impacting global
economic growth and financial markets.
Developments
relating to current economic conditions, including those discussed
above, could have a material adverse effect on the Group’s
business, financial condition, results of operations and prospects.
Any such developments may also adversely impact the financial
position of the Group’s pension schemes, which may result in
the Group being required to make additional contributions. See
‘The Group is subject to pension risks and will be required
to make additional contributions as a result of the restructuring
of its pension schemes in relation to the implementation of the UK
ring-fencing regime. In addition, the Group expects to make
additional contributions to cover pension funding deficits if there
are degraded economic conditions of if there is any devaluation in
the asset portfolio held by the pension
trustee.’
In
addition, the 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 can 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, state and privately
sponsored cyber and terrorist acts or threats, and the responses to
them by governments, could also adversely affect economic activity
and have an adverse effect upon the Group’s business,
financial condition and results of operations.
The financial performance of the Group has been, and may continue
to be, materially affected by customer and counterparty credit
quality and deterioration in credit quality could arise due to
prevailing economic and market conditions and legal and regulatory
developments.
The
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 Group’s businesses.
Risk factors continued
In
particular, the Group has significant exposure to certain
individual customers and other counterparties in weaker business
sectors and geographic markets and also has concentrated country
exposure in the UK, the US and across the rest of Europe
principally Germany, the Netherlands, Ireland and
France.
At 31
December 2017, current exposure in the UK was £363.0 billion,
in the US was £18.4 billion and in Western Europe (excluding
the UK) was £60.0 billion); and within certain business
sectors, namely personal and financial institutions (at 31 December
2016, personal lending amounted to £176.6 billion, and lending
to banks and other financial institutions was £37.8
billion.
Provisions
held on loans in default have decreased in recent years due to
asset sales and the portfolio run-down in Ulster Bank Ireland DAC
and the NatWest Markets franchise’s legacy portfolios. If the
risk profile of these loans were to increase, including as a result
of a degradation of economic or market conditions, this could
result in an increase in the cost of risk and the Group may be
required to make additional provisions, which in turn would reduce
earnings and impact the Group’s profitability.
The
Group’s lending strategy or processes may also fail to
identify or anticipate weaknesses or risks in a particular sector,
market or borrower category, which may result in an increase in
default rates, which may, in turn, impact the Group’s
profitability. Any adverse impact on the credit quality of the
Group’s customers and other counterparties, coupled with a
decline in collateral values, could lead to a reduction in
recoverability and value of the Group’s assets and higher
levels of impairment allowances, which could have an adverse effect
on the Group’s operations, financial position or
prospects.
The
credit quality of the Group’s borrowers and its other
counterparties is impacted by prevailing economic and market
conditions and by the legal and regulatory landscape in their
respective markets.
Credit
quality has improved in certain of the Group’s core markets,
in particular the UK and Ireland, as these economies have improved.
However, a further deterioration in economic and market conditions
or changes to legal or regulatory landscapes could worsen borrower
and counterparty credit quality and also impact the Group’s
ability to enforce contractual security rights. In particular,
developments relating to Brexit may adversely impact credit quality
in the UK.
In
addition, as the Group continues to implement its strategy and
further reduces its scale and global footprint, the Group’s
relative exposure to the UK and certain sectors and asset classes
in the UK will continue to increase as its business becomes more
concentrated in the UK as a result of the reduction in the number
of jurisdictions outside of the UK in which it operates. The level
of UK household indebtedness remains high and the ability of some
households to service their debts could be challenged by a period
of higher unemployment. Highly indebted households are particularly
vulnerable to shocks, such as falls in incomes or increases in
interest rates, which threaten their ability to service their
debts.
In
particular, in the UK, the Group is at risk from downturns in the
UK economy and volatility in property prices in both the
residential and commercial sectors. With UK home loans representing
the most significant portion of the Group’s total loans and
advances to the retail sector, the Group has a large exposure to
adverse developments in the UK residential property sector. In the
UK commercial real estate market, activity has improved against
2016 but may be short-lived given continued political uncertainty
and progress of negotiations relating to the form and timing of
Brexit. There is a risk of further adjustment given the reliance of
the UK commercial real estate market in recent years on inflows of
foreign capital and, in some segments, stretched property
valuations. As a result, the continued house price weakness,
particularly in London and the South East of the UK, would be
likely to lead to higher impairment and negative capital impact as
loss given default rate increases. In addition, reduced
affordability of residential and commercial property in the UK, for
example, as a result of higher interest rates, inflation or
increased unemployment, could also lead to higher impairments on
loans held by the Group being recognised.
The
Group also remains exposed to certain counterparties operating in
certain industries which have been under pressure in recent years
and any further deterioration in the outlook the credit quality of
these counterparties may require the Group to make additional
provisions, which in turn would reduce earnings and impact the
Group’s profitability.
In
addition, the Group’s credit risk is exacerbated when the
collateral it holds cannot be realised as a result of market
conditions or regulatory intervention or is liquidated at prices
not sufficient to recover the full amount of the loan or derivative
exposure that is due to the Group, which is most likely to occur
during periods of illiquidity and depressed asset valuations, such
as those experienced in recent years.
This
has particularly been the case with respect to large parts of the
Group’s commercial real estate portfolio. Any such
deteriorations in the Group’s recoveries on defaulting loans
could have an adverse effect on the Group’s results of
operations and financial condition.
Concerns
about, or a default by, one financial institution could lead to
significant liquidity problems and losses or defaults by other
financial institutions, as the commercial and financial soundness
of many financial institutions may be closely related as a result
of credit, trading, clearing and other relationships. Even the
perceived lack of creditworthiness of, or questions about, a
counterparty may lead to market-wide liquidity problems and losses
for, or defaults by, the Group. This systemic risk may also
adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges
with which the Group interacts on a daily basis.
Risk factors continued
The
effectiveness of recent prudential reforms designed to contain
systemic risk in the EU and the UK is yet to be tested.
Counterparty risk within the financial system or failures of the
Group’s financial counterparties could have a material
adverse effect on the Group’s access to liquidity or could
result in losses which could have a material adverse effect on the
Group’s financial condition, results of operations and
prospects.
The
trends and risks affecting borrower and counterparty credit quality
have caused, and in the future may cause, the Group to experience
further and accelerated impairment charges, increased repurchase
demands, higher costs, additional write-downs and losses for the
Group and an inability to engage in routine funding
transactions.
The Group’s borrowing costs, its access to the debt capital
markets and its liquidity depend significantly on its credit
ratings and, to a lesser extent, on the UK sovereign
ratings.
The
credit ratings of RBSG, RBS plc and other Group members directly
affect the cost of funding and capital instruments issued by the
Group, as well as secondary market liquidity in those instruments.
The implementation of ring-fencing is expected to change the
funding strategy of the Group as a result of the RFB and the
entities outside of the RFB raising debt capital directly. A number
of UK and other European financial institutions, including RBSG,
RBS plc and other Group entities, have been downgraded multiple
times in recent years in connection with rating methodology changes
and credit rating agencies’ revised outlook relating to
regulatory developments, macroeconomic trends and a financial
institution’s capital position and financial
prospects.
The
senior unsecured long-term and short-term credit ratings of RBSG
and RBS plc are investment grade by Moody’s, S&P and
Fitch. The outlook for RBSG is currently stable for S&P, Fitch
and Moody’s and the outlook for RBS plc is currently stable
for S&P and Fitch and under review for downgrade for
Moody’s. This outlook is consistent with previous statements
made by Moody’s that the implementation of the ring-fencing
regime is likely to lead to downgrades in the ratings of RBS
plc.
Rating
agencies regularly review the RBSG and Group entity credit ratings
and their ratings of long-term debt are based on a number of
factors, including the Group’s financial strength as well as
factors not within the Group’s control, such as political
developments and conditions affecting the financial services
industry generally.
In
particular, the rating agencies may further review the RBSG and
Group entity ratings as a result of the implementation of the UK
ring-fencing regime, pension and litigation/regulatory
investigation risk, including potential fines relating to
investigations relating to legacy conduct issues, and other
macroeconomic and political developments, including in light of the
outcome of the negotiations relating to the form and timing of the
UK’s exit from the EU.
A
challenging macroeconomic environment, a delayed return to
satisfactory profitability and greater market uncertainty could
negatively impact the Group’s credit ratings and potentially
lead to ratings downgrades which could adversely impact the
Group’s ability and cost of funding. The Group’s
ability to access capital markets on acceptable terms and hence its
ability to raise the amount of capital and funding required to meet
its regulatory requirements and targets, including those relating
to loss-absorbing instruments to be issued by the Group, could be
affected. See ‘Implementation of the ring-fencing regime in
the UK which began in 2015 and must be completed before 1 January
2019 will result in material structural changes to the
Group’s business. The steps required to implement the UK
ring-fencing regime are complex and entail significant costs and
operational, legal and execution risks, which risks may be
exacerbated by the Group’s other ongoing restructuring
efforts.’
Any
reductions in the long-term or short-term credit ratings of RBSG or
of certain of its subsidiaries (particularly RBS plc), including
downgrades below investment grade, could adversely affect the
Group’s issuance capacity in the financial markets, increase
its funding and borrowing costs, require the Group to replace
funding lost due to the downgrade, which may include the loss of
customer deposits and may limit the Group’s access to capital
and money markets and trigger additional collateral or other
requirements in derivatives contracts and other secured funding
arrangements or the need to amend such arrangements, limit
the range of counterparties willing to enter into transactions with
the Group and its subsidiaries and adversely affect its competitive
position, all of which could have a material adverse impact on the
Group’s earnings, cash flow and financial
condition.
As
discussed above, the success of the implementation of the UK
ring-fencing regime and the restructuring of the Group’s
NatWest Markets franchise, is in part dependent upon the relevant
banking entities obtaining a sustainable credit rating and being
able to satisfy their funding needs.
A
failure to obtain such a rating, or any subsequent downgrades may
threaten the ability of the NatWest Markets franchise or other
entities outside of the RFB to satisfy their funding needs and to
meet prudential capital requirements. At 31 December 2017, a
simultaneous one-notch long-term and associated short-term
downgrade in the credit ratings of RBSG and RBS plc by the three
main ratings agencies would have required the Group to post
estimated additional collateral of £1.4 billion, without
taking account of mitigating action by management. Individual
credit ratings of RBSG, RBS plc, RBS N.V., RBS International, RBS
Securities Inc., National Westminster Bank Plc, Ulster Bank Ltd,
Ulster Bank Ireland DAC and Adam & Company PLC are also
important to the Group when competing in certain markets such as
corporate deposits and over-the-counter derivatives.
Risk factors continued
The
major credit rating agencies downgraded and changed their outlook
to negative on the UK’s sovereign credit rating in June 2016
and September 2017 following the UK’s decision to leave the
EU. Any further downgrade in the UK Government’s credit
ratings could adversely affect the credit ratings of Group entities
and may result in the effects noted above. Further political
developments, including in relation to Brexit or the outcome of any
further Scottish referendum could negatively impact the credit
ratings of the UK Government and result in a downgrade of the
credit ratings of RBSG and Group entities.
The Group’s businesses are exposed to the effect of movements
in currency rates, which could have a material adverse effect on
the results of operations, financial condition or prospects of the
Group.
As part
of its strategy, the Group has revised its focus to become a
UK-focused domestic bank. However,
6.5% of its revenues are derived in foreign
currencies. The Group’s foreign exchange exposure arises
from structural foreign exchange risk, including capital deployed
in the 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 transacting entity. The
Group also relies on MREL issuances in foreign currency. The Group
maintains policies and procedures to ensure the impact of exposures
to fluctuations in currency rates are minimised. Nevertheless,
changes in currency rates, particularly in the sterling-US dollar
and euro-sterling exchange rates, affect the value of assets,
liabilities, (including the total amount of MREL eligible
instruments), income and expenses denominated in foreign currencies
and the reported earnings of the Group’s non-UK subsidiaries
and may affect the Group’s reported consolidated financial
condition or its income from foreign exchange dealing and may also
require incremental MREL to be issued.
Changes in foreign exchange rates may result from the decisions of
the Bank of England, ECB, the US Federal Reserve and from political
or global market events outside the Group’s control and lead
to sharp and sudden variations in foreign exchange rates, such as
those seen in the sterling/US dollar exchange rates since the
occurrence of the EU Referendum. Throughout 2017, ongoing UK
negotiations to exit the EU, amongst other factors, resulted in
continued volatility in the sterling exchange rate relative to
other major currencies. Continued or increasing volatility in
currency rates can materially affect the Group’s results of
operations, financial condition or prospects.
Continued low interest rates have significantly affected and will
continue to affect the Group’s business and results of
operations. A continued period of low interest rates, and yield
curves and spreads may affect net interest income, the effect of
which may be heightened during periods of liquidity
stress.
Interest
rate and foreign exchange risks, discussed below, are significant
for the Group. Monetary policy has been highly 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 very
pronounced fiscal tightening and balance sheet repair. In the UK,
the Bank of England lowered interest rates to 0.25% in August 2016
and raised them to 0.5% in November 2017.
However,
there remains considerable uncertainty as to whether or when the
Bank of England and other central banks will further increase
interest rates. While the ECB has been conducting a quantitative
easing programme since January 2015 designed to improve confidence
in the Eurozone and encourage more private bank lending, there
remains considerable uncertainty as to whether such measures have
been or will be sufficient or successful and the extension of this
programme until the end of September 2018 (or beyond) may put
additional pressure on margins. Continued sustained low or negative
interest rates or any divergences in monetary policy approach
between the Bank of England and other major central banks could put
further pressure on the Group’s interest margins and
adversely affect the Group’s profitability and
prospects.
A
continued period of low interest rates and yield curves and spreads
may affect the interest rate margin realised between lending and
borrowing costs, the effect of which may be heightened during
periods of liquidity stress.
Conversely
while increases in interest rates may support 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, potentially higher interest
rates and falling property prices in the markets in which the Group
operates. In turn, this could cause stress in the loan portfolio of
the Group, particularly in relation to non-investment grade lending
or real estate loans and consequently to an increase in delinquency
rates and default rates among customers, leading to the possibility
of the Group incurring higher impairment charges. Similar risks
result from the exceptionally low levels of inflation in developed
economies, which in Europe particularly could deteriorate into
sustained deflation if policy measures prove ineffective. Reduced
monetary stimulus and the actions and commercial soundness of other
financial institutions have the potential to impact market
liquidity.
The Group’s earnings and financial condition have been, and
its future earnings and financial condition may continue to be,
materially affected by depressed asset valuations resulting from
poor market conditions.
The
Group’s businesses and performance are affected by financial
market conditions. The performance and volatility of financial
markets affect bond and equity prices and have caused, and may in
the future cause, changes in the value of the Group’s
investment and trading portfolios.
Risk factors continued
Financial
markets have recently experienced and may in the near term
experience significant volatility, including as a result of
concerns about Brexit, political and financial developments in the
US and in Europe, including as a result of general elections,
geopolitical developments and developments relating to trade
agreements volatility and instability in the Chinese and global
stock markets, expectations relating to or actions taken by central
banks with respect to monetary policy, and weakening fundamentals
of the Chinese economy, resulting in further short-term changes in
the valuation of certain of the Group’s assets. Uncertainty
about potential fines for past misconduct and concerns about the
longer-term viability of business models have also weighed heavily
on the valuations of some financial institutions in Europe and in
the UK, including the Group.
Any
further deterioration in economic and financial market conditions
or weak economic growth could require the Group to recognise
further significant write-downs and realise increased impairment
charges or goodwill impairments, all of which may have a material
adverse effect on its financial condition, results of operations
and capital ratios. As part of its transformation programme, the
Group is executing the run-down or disposal of a number of
businesses, assets and portfolios.
Moreover,
market volatility and illiquidity (and the assumptions, judgements
and estimates in relation to such matters that may change over time
and may ultimately not turn out to be accurate) make it difficult
to value certain of the Group’s exposures.
Valuations
in future periods reflecting, among other things, the
then-prevailing market conditions and changes in the credit ratings
of certain of the Group’s assets may result in significant
changes in the fair values of the Group’s exposures, such as
credit market exposures, and the value ultimately realised by the
Group may be materially different from the current or estimated
fair value. As part of its ongoing derivatives operations, the
Group also faces significant basis, volatility and correlation
risks, the occurrence of which are also impacted by the factors
noted above.
In
addition, for accounting purposes, the Group carries some of its
issued debt, such as debt securities, at the current market price
on its balance sheet. Factors affecting the current market price
for such debt, such as the credit spreads of the Group, may result
in a change to the fair value of such debt, which is recognised in
the income statement as a profit or loss.
The Group’s businesses are subject to substantial regulation
and oversight. Significant regulatory developments and increased
scrutiny by the Group’s key regulators has had and is likely
to continue to increase compliance and conduct risks and could have
a material adverse effect on how the Group conducts its business
and on its results of operations and financial
condition.
The
Group is subject to extensive laws, regulations, corporate
governance 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.
Among
others, the implementation and strengthening of the prudential and
recovery and resolution framework applicable to financial
institutions in the UK, the EU and the US, and future amendments to
such rules, are considerably affecting the regulatory landscape in
which the Group operates and will operate in the future, including
as a result of the adoption of rules relating to the UK
ring-fencing regime, severe restrictions on proprietary trading,
CRD IV and the BRRD and certain other measures. Increased
regulatory focus in certain areas, including conduct, consumer
protection regimes, anti-money laundering, anti-tax evasion,
payment systems, and antiterrorism laws and regulations, have
resulted in the 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, Europe 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.
Such
changes may also result in an increased number of regulatory
investigations and proceedings and have increased the risks
relating to the Group’s ability to comply with the applicable
body of rules and regulations in the manner and within the time
frames required.
Such
risks are currently exacerbated by Brexit and the unprecedented
degree of uncertainty as to the respective legal and regulatory
frameworks in which the Group and its subsidiaries will operate
when the UK is no longer a member of the EU. For example, current
proposed changes to the European prudential regulatory framework
for banks and investment banks may result in additional prudential
or structural requirements being imposed on financial institutions
based outside the EU wishing to provide financial services within
the EU (which may apply to the Group once the UK has formally
exited the EU). See ‘The Group has been, and will remain, in
a period of major business transformation and structural change
through to at least 2019 as it implements its own transformation
programme and seeks to comply with UK ring-fencing and recovery and
resolution requirements as well as the Alternative Remedies
Package. Additional structural changes to the Group’s
operations will also be required as a result of Brexit. These
various transformation and restructuring activities are required to
occur concurrently, which carries significant execution and
operational risks, and the Group may not be a viable, competitive
and profitable bank as a result.’. In addition, the Group and
its counterparties may no longer be able to rely on the European
passporting framework for financial services and could be required
to apply for authorisation in multiple European jurisdictions, the
costs, timing and viability of which is uncertain.
Risk factors continued
Any of
these developments (including failures to comply with new rules and
regulations) could have a significant impact on how the Group
conducts its business, its authorisations and licenses, the
products and services it offers, its reputation and the value of
its assets, the Group’s operations or legal entity structure,
including attendant restructuring costs and consequently have a
material adverse effect on its business, funding costs, results of
operations, financial condition and future prospects.
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 Group include, but are not limited to, those set out above as
well as the following:
●
amendments to the
framework or requirements relating to the quality and quantity of
regulatory capital to be held by the Group as well as liquidity and
leverage requirements, either on a solo, consolidated or subgroup
level (and taking into account the Group’s new legal
structure following the implementation of the UK ring-fencing
regime), including amendments to the rules relating to the
calculation of risk-weighted assets and reliance on internal models
and credit ratings as well as rules affecting the eligibility of
deferred tax assets;
●
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, BRRD, MREL or by the FSB’s
recommendations on TLAC;
●
new or amended
regulations or taxes that reduce profits attributable to
shareholders which may diminish, or restrict, the accumulation of
the distributable reserves or distributable items necessary to make
distributions or coupon payments or limit the circumstances in
which such distributions may be made or the extent
thereof;
●
the monetary,
fiscal, interest rate and other policies of central banks and other
governmental or regulatory bodies;
●
further
investigations, proceedings or fines either against the Group in
isolation or together with other large financial institutions with
respect to market conduct wrongdoing;
●
the imposition of
government-imposed requirements and/or related fines and sanctions
with respect to lending to the UK SME market and larger commercial
and corporate entities;
●
increased
regulatory scrutiny with respect to mortgage lending, including
through the implementation of the FCA’s UK mortgages market
study and other initiatives led by the Bank of England or European
regulators;
●
concerns expressed
by the FPC and PRA around potential systemic risk associated with
recent increases in UK consumer lending and the impact of consumer
credit losses on banks’ resilience in a stress scenario,
which the PRA has indicated that it will consider when setting
capital buffers for individual banks;
●
additional rules
and regulatory initiatives and review relating to customer
protection, including the FCA’s Treating Customers Fairly
regime and increased focus by regulators on how institutions
conduct business, particularly with regard to the delivery of fair
outcomes for customers and orderly/transparent
markets.
●
the imposition of
additional restrictions on the Group’s ability to compensate
its senior management and other employees and increased
responsibility and liability rules applicable to senior and key
employees;
●
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;
●
investigations into
facilitation of tax evasion or avoidance or the creation of new
civil or criminal offences relating thereto;
●
rules relating to
foreign ownership, expropriation, nationalisation and confiscation
of assets;
●
changes to
financial reporting standards (including accounting standards or
guidance) and guidance or the timing of their
implementation;
●
changes to risk
aggregation and reporting standards;
●
changes to
corporate governance requirements, senior manager responsibility,
corporate structures and conduct of business rules;
●
competition reviews
and investigations relating to the retail banking sector in the UK,
including with respect to SME banking and PCAs;
●
financial market
infrastructure reforms establishing new rules applying to
investment services, short selling, market abuse, derivatives
markets and investment funds, including the European Market
Infrastructure Regulation and the Markets in Financial Instruments
Directive and Regulation in the EU and the Dodd Frank Wall Street
Reform Consumer Protection Act of 2010 in the US;
●
increased
regulatory scrutiny with respect to UK payment systems by the
Payments Systems Regulator and the FCA, including in relation to
banks’ policies and procedures for handling push payment
scams;
●
increased attention
to competition and innovation in UK payment systems and
developments relating to the UK initiative on Open Banking and the
European directive on payment services;
●
new or increased
regulations relating to customer data and privacy protection,
including the EU General Data Protection Regulation
(‘GDPR’);
●
restrictions on
proprietary trading and similar activities within a commercial bank
and/or a group;
●
the introduction
of, and changes to, taxes, levies or fees applicable to the
Group’s operations, such as the imposition of a financial
transaction tax, changes in tax rates, 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;
●
the regulation or
endorsement of credit ratings used in the EU (whether issued by
agencies in European member states or in other countries, such as
the US);
●
the Markets in
Financial Instruments Directive (‘MiFID’) regulating
the provision of ‘investment services and activities’
in relation to a range of customer-related areas and the revised
directive (‘MiFID II’) and new regulation (Markets in
Financial Instruments Regulation or ‘MiFIR’) replacing
and changing MiFID to include expanded supervisory powers that
include the ability to ban specific products, services and
practices;
Risk factors continued
●
the European
Commission’s proposal to impose a requirement for any bank
established outside the EU, which has an asset base of a certain
size and has two or more institutions within the EU, to establish a
single intermediate parent undertaking (‘IPU’) in the
European Union, under which all EU entities within that group would
operate; and
●
other requirements
or policies affecting the 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.
Changes
in laws, rules or regulations, or in their interpretation or
enforcement, or the implementation of new laws, rules or
regulations, including contradictory laws, rules or regulations by
key regulators in different jurisdictions, or failure by the Group
to comply with such laws, rules and regulations, may have a
material adverse effect on the Group’s business, financial
condition and results of operations. In addition, uncertainty and
lack of international regulatory coordination as enhanced
supervisory standards are developed and implemented may adversely
affect the Group’s ability to engage in effective business,
capital and risk management planning.
The Group relies on valuation, capital and stress test models to
conduct its business, assess its risk exposure and anticipate
capital and funding requirements. Failure of these models to
provide accurate results or accurately reflect changes in the
micro-and macroeconomic environment in which the Group operates or
findings of deficiencies by the Group’s regulators resulting
in increased regulatory capital requirements could have a material
adverse effect on the Group’s business, capital and
results.
Given
the complexity of the Group’s business, strategy and capital
requirements, the Group relies on analytical models to manage its
business, assess the value of its assets and its risk exposure and
anticipate capital and funding requirements, including with stress
testing. The Group’s valuation, capital and stress test
models and the parameters and assumptions on which they are based,
need to be periodically reviewed and updated to maximise their
accuracy.
Failure
of these models to accurately reflect changes in the environment in
which the Group operates or to be updated in line with the
Group’s business model or operations, or the failure to
properly input any such changes could have an adverse impact on the
modelled results or could fail to accurately capture the
Group’s risk exposure or the risk profile of the
Group’s financial instruments or result in the Group being
required to hold additional capital as a function of the PRA
buffer. For example, as the Group implements its transformation
programme, including the restructuring and funding of its NatWest
Markets franchise and the implementation of the UK ring-fencing
regime, any impacted models would need to be correctly identified
and adapted in line with the implementation process. The Group also
uses valuation models that rely on market data inputs. If incorrect
market data is input into a valuation model, it may result in
incorrect valuations or valuations different to those which were
predicted and used by the Group in its forecasts or decision
making. Internal stress test models may also rely on different,
less severe, assumptions or take into account different data points
than those defined by the Group’s regulators.
Some of
the analytical models used by the Group are predictive in nature.
In addition, a number of internal models used by Group subsidiaries
are designed, managed and analysed by the Group and may not
appropriately capture the risks and exposures at subsidiary level.
Some of the Group’s internal models are subject to periodic
review by its regulators and, if found deficient, the Group may be
required to make changes to such models or may be precluded from
using any such models, which could result in an additional capital
requirement which could have a material impact on the Group’s
capital position.
The
Group could face adverse consequences as a result of decisions
which may lead to actions by management based on models that are
poorly developed, implemented or used, or as a result of the
modelled outcome being misunderstood or 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
Group’s business, financial condition and results of
operations, minimum capital requirements and
reputation.
The Group is subject to stress tests mandated by its regulators in
the UK and in Europe which may result in additional capital
requirements or management actions which, in turn, may impact the
Group’s financial condition, results of operations and
investor confidence or result in restrictions on
distributions.
The
Group is subject to annual stress tests by its regulator in the UK
and also subject to stress tests by the European regulators with
respect to RBSG, RBS N.V. and Ulster Bank Ireland DAC. Stress tests
provide an estimate of the amount of capital banks might deplete in
a hypothetical stress scenario. In addition, if the stress tests
reveal that a bank’s existing regulatory capital buffers are
not sufficient to absorb the impact of the stress, it is possible
that it will need to take action to strengthen its capital
position. There is a strong expectation that the PRA would require
a bank to take action if, at any point during the stress, a bank
were projected to breach any of its minimum CET1 capital or
leverage ratio requirements.
However,
if a bank is projected to fail to meet its systemic buffers, it
will still be expected to strengthen its capital position over time
but the supervisory response is expected to be less intensive than
if it were projected to breach its minimum capital requirements.
The PRA will also use the annual stress test results to inform its
determination of whether individual banks’ current capital
positions are adequate or need strengthening. For some banks, their
individual stress-test results might imply that the capital
conservation buffer and countercyclical rates set for all banks is
not consistent with the impact of the stress on them. In that case,
the PRA can increase regulatory capital buffers for individual
banks by adjusting their PRA buffers.
Under
the 2017 Bank of England stress tests, which were based on the
balance sheet of the Group for the year ended 31 December 2016, the
Group’s capital position before the impact of strategic
management actions that the PRA judged could realistically be taken
in the stress scenario remained below its CET1 capital hurdle rate
and above its Tier 1 leverage hurdle rate. After the impact of
strategic management actions the Group’s capital position
would have remained above its CET1 capital hurdle rate, but the PRA
judged that Risk
factors continued
RBS did
not meet its systemic reference point in this scenario. Given the
steps RBS had already taken to strengthen its capital position
during 2017, the PRA did not require the Group to submit a revised
capital plan.
Failure
by the Group to meet the thresholds set as part of the stress tests
carried out by its regulators in the UK and elsewhere may result in
the Group’s regulators requiring the Group to generate
additional capital, increased supervision and/or regulatory
sanctions, restrictions on capital distributions and loss of
investor confidence, which may impact the Group’s financial
condition, results of operations and prospects.
The Group’s operations entail inherent reputational risk,
i.e., the risk of brand damage and/or financial loss due to a
failure to meet stakeholders’ expectations of the
Group’s conduct, performance and business
profile.
Brand
damage can be detrimental to the business of the Group in a number
of ways, including its ability to build or sustain business
relationships with customers, low staff morale, regulatory censure
or reduced access to, or an increase in the cost of, funding. In
particular, negative public opinion resulting from the actual or
perceived manner in which the Group conducts or modifies its
business activities and operations, including as a result of the
transformation programme or other restructuring efforts,
speculative or inaccurate media coverage, the Group’s
financial performance, ongoing investigations and proceedings and
the settlement of any such investigations and proceedings, IT
failures or cyber-attacks resulting in the loss or publication of
confidential customer data or other sensitive information, the
level of direct and indirect government support, or the actual or
perceived strength or practices in the banking and financial
industry may adversely affect the Group’s ability to keep and
attract customers and, in particular, corporate and retail
depositors.
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
enhance and accelerate the impact of damaging information and
allegations.
Although
the Group has implemented a Reputational Risk Policy across
customer-facing businesses to improve the identification,
assessment and management of customers, transactions, products and
issues which represent a reputational risk, the Group cannot ensure
that it will be successful in avoiding damage to its business from
reputational risk, which could result in a material adverse effect
on the Group’s business, financial condition, results of
operations and prospects.
The reported results of the Group are sensitive to the accounting
policies, assumptions and estimates that underlie the preparation
of its financial statements. Its results in future periods may be
affected by changes to applicable accounting rules and
standards.
The
preparation of financial statements requires management to make
judgements, estimates and assumptions that affect the reported
amounts of assets, liabilities, income and expenses. Due to the
inherent uncertainty in making estimates, results reported in
future periods may reflect amounts which differ from those
estimates. Estimates, judgements and assumptions 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 Group’s results
and financial position, based upon materiality and significant
judgements and estimates, include goodwill, provisions for
liabilities, deferred tax, loan impairment provisions, fair value
of financial instruments, which are discussed in detail in
‘Critical accounting policies and key sources of estimation
uncertainty’ on pages 259 and 261. IFRS Standards and
Interpretations that have been issued by the International
Accounting Standards Board (the IASB) but which have not yet been
adopted by the Group are discussed in ‘Accounting
developments’ on pages 261 to 263.
Changes
in accounting standards or guidance by accounting bodies or in the
timing of their implementation, whether mandatory or as a result of
recommended disclosure relating to the future implementation of
such standards could result in the Group having to recognise
additional liabilities on its balance sheet, or in further
write-downs or impairments and could also significantly impact the
financial results, condition and prospects of the
Group.
In July
2014, the IASB published a new accounting standard for financial
instruments (IFRS 9) effective for annual periods beginning on or
after 1 January 2018. It introduced a new framework for the
recognition and measurement of credit impairment, based on expected
credit losses, rather than the incurred loss model currently
applied under IAS 39. The inclusion of loss allowances with respect
to all financial assets that are not recorded at fair value tend to
result in an increase in overall impairment balances when compared
with the previous basis of measurement under IAS 39. The Group
expects IFRS 9 to increase earnings and capital volatility in 2018
and beyond.
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 Group relies on quoted market
prices or, where the market for a financial instrument is not
sufficiently active, 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 Group’s internal valuation models
require the Group to make assumptions, judgements and estimates to
establish fair value, which are complex and often relate to matters
that are inherently uncertain. Resulting changes in the fair values
of the financial instruments has had and could continue to have a
material adverse effect on the Group’s earnings, financial
condition and capital position.
Risk factors continued
The Group is exposed to conduct risk which may adversely impact the
Group or its employees and may result in conduct having a
detrimental impact on the Group’s customers or
counterparties.
In
recent years, the Group has sought to refocus its culture on
serving the needs of its customers and continues to redesign many
of its systems and processes to promote this focus and strategy.
However, the Group is exposed to various forms of conduct risk in
its operations. These include business and strategic planning that
does not adequately reflect the Group’s customers’
needs, ineffective management and monitoring of products and their
distribution, actions taken that may not conform to the
Group’s customer-centric focus, outsourcing of customer
service and product delivery via third parties that do not have
appropriate levels of control, oversight and culture, the
possibility of alleged mis-selling of financial products or the
mishandling of complaints related to the sale of such product, or
poor governance of incentives and rewards. Some of these risks have
materialised in the past and ineffective management and oversight
of conduct issues may result in customers being poorly or unfairly
treated and may in the future lead to further remediation and
regulatory intervention/enforcement.
The
Group’s businesses are also exposed to risks from employee
misconduct including non-compliance with policies and regulatory
rules, negligence or fraud (including financial crimes), any of
which could result in regulatory fines or sanctions and serious
reputational or financial harm to the Group. In recent years, a
number of multinational financial institutions, including the
Group, have suffered material losses due to the actions of
employees, including, for example, in connection with the foreign
exchange and LIBOR investigations and the Group may not succeed in
protecting itself from such conduct in the future. It is not always
possible to timely detect or deter employee misconduct and the
precautions the Group takes to detect and prevent this activity may
not always be effective.
The
Group has implemented a number of policies and allocated new
resources in order to help mitigate against these risks. The Group
has also prioritised initiatives to reinforce good conduct in its
engagement with the markets in which it operates, together with the
development of preventative and detective controls in order to
positively influence behaviour.
The
Group’s transformation programme is also intended to improve
the Group’s control environment. Nonetheless, no assurance
can be given that the Group’s strategy and control framework
will be effective and that conduct and financial crime issues will
not have an adverse effect on the Group’s results of
operations, financial condition or prospects.
The Group may be adversely impacted if its risk management is not
effective and there may be significant challenges in maintaining
the effectiveness of the Group’s risk management framework as
a result of the number of strategic and restructuring initiatives
being carried out by the Group simultaneously.
The
management of risk is an integral part of all of the Group’s
activities. Risk management includes the definition and monitoring
of the Group’s risk appetite and reporting of the
Group’s exposure to uncertainty and the consequent adverse
effect on profitability or financial condition arising from
different sources of uncertainty and risks as described throughout
these risk factors.
Ineffective
risk management may arise from a wide variety of events and
behaviours, 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
Group’s reputation or its relationship with its customers,
shareholders or other stakeholders, which in turn could have a
significant effect on the Group’s business prospects,
financial condition and/or results of operations.
Risk
management is also strongly related to the use and effectiveness of
internal stress tests and models. See ‘The Group relies on
valuation, capital and stress test models to conduct its business,
assess its risk exposure and anticipate capital and funding
requirements. Failure of these models to provide accurate results
or accurately reflect changes in the micro-and macroeconomic
environment in which the Group operates or findings of deficiencies
by the Group’s regulators resulting in increased regulatory
capital requirements could have a material adverse effect on the
Group’s business, capital and results.’
A failure by the Group to embed a strong risk culture across the
organisation could adversely affect the Group’s ability to
achieve its strategic objective.
In
response to weaknesses identified in previous years, the Group is
currently seeking to embed a strong risk culture within the Group
based on a robust risk appetite and governance framework. A key
component of this approach is the three lines of defence model
designed to identify, manage and mitigate risk across all levels of
the organisation. This framework has been implemented and
improvements continue and will continue to be made to clarify and
improve the three lines of defence and internal risk
responsibilities and resources, including in response to feedback
from regulators. Notwithstanding the Group’s efforts,
changing an organisation’s risk culture requires significant
time, investment and leadership, and such efforts may not insulate
the Group from future instances of misconduct. A failure by any of
these three lines to carry out their responsibilities or to
effectively embed this culture could have a material adverse effect
on the Group through an inability to achieve its strategic
objectives for its customers, employees and wider
stakeholders.
Risk factors continued
As a result of the commercial and regulatory environment in which
it operates, the Group may be unable to attract or retain senior
management (including members of the board) and other skilled
personnel of the appropriate qualification and competence. The
Group may also suffer if it does not maintain good employee
relations.
The
Group’s current and future success depend on its ability to
attract, retain and remunerate highly skilled and qualified
personnel, including senior management (which includes directors
and other key employees), in a highly competitive labour market.
This cannot be guaranteed, particularly in light of 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 Group), which may place the Group at a
competitive disadvantage.
In
addition, the market for skilled personnel is increasingly
competitive, thereby raising the cost of hiring, training and
retaining skilled personnel.
Certain
of the Group’s directors as well as members of its executive
committee and certain other senior managers and employees are also
subject to the new responsibility regime introduced under the
Banking Reform Act 2013 which introduces clearer accountability
rules for those within the new regime. The senior managers’
regime and certification regime took effect on 7 March 2016, whilst
the conduct rules apply to the wider employee population from 7
March 2017, with the exception of some transitional provisions. The
new regulatory regime may contribute to 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, given concerns over the allocation of responsibilities
and personal liability introduced by the new rules.
In
addition, in order to ensure the independence of the RFB as part of
the Group’s implementation of the UK ring-fencing regime, the
Group will be required to recruit new independent directors and
senior members of management to sit on the boards of directors and
board committees of the RFB and other Group entities, and there may
be a limited pool of competent candidates from which such
appointments can be made.
The
Group’s evolving strategy has led to the departure of a large
number of experienced and capable employees. The restructuring
relating to the ongoing implementation of the Group’s
transformation programme and related cost-reduction targets may
cause experienced staff members to leave and prospective staff
members not to join the Group. The lack of continuity of senior
management and the loss of important personnel coordinating certain
or several aspects of the Group’s restructuring could have an
adverse impact on its implementation.
The
failure to attract or retain a sufficient number of appropriately
skilled personnel to manage the complex restructuring required to
implement the Group’s strategy could prevent the Group from
successfully maintaining its current standards of operation,
implementing its strategy and meeting regulatory commitments. This
could have a material adverse effect on the Group’s business,
financial condition and results of operations.
In
addition, many of the Group’s employees in the UK, Republic
of Ireland and continental Europe are represented by employee
representative bodies, including trade unions. Engagement with its
employees and such bodies is important to the Group and a breakdown
of these relationships could adversely affect the Group’s
business, reputation and results.
HM Treasury (or UKFI on its behalf) may be able to exercise a
significant degree of influence over the Group and any further
offer or sale of its interests may affect the price of securities
issued by the Group.
On 6
August 2015, the UK Government made its first sale of RBSG ordinary
shares since its original investment in 2009 and sold approximately
5.4% of its stake in RBSG. Following this initial sale, the UK
Government exercised its conversion rights under the B Shares on 14
October 2015 which resulted in HM Treasury holding 72.88% of the
ordinary share capital of RBSG.
The UK
Government, through HM Treasury, held 70.5% of the issued ordinary
share capital of the Group as of 31 December 2017. The UK Government in its November
2017 Autumn Budget indicated its intention to recommence the
process for the privatisation of RBSG before the end of 2018-2019
and to carry out over the forecast period a programme of sales of
RBSG ordinary shares expected to sell down approximately two thirds
of HM Treasury’s current shareholding in the Group, although
there can be no certainty as to the commencement of any sell-downs
or the timing or extent thereof.
Any
offers or sale, or expectations relating to the timing thereof, of
a substantial number of ordinary shares by HM Treasury, could
negatively affect prevailing market prices for the outstanding
ordinary shares of RBSG and other securities issued by the Group
and lead to a period of increased price volatility for the
Group’s securities.
Risk factors continued
In
addition, UKFI manages HM Treasury’s shareholder relationship
with the Group and, although HM Treasury has indicated that it
intends to respect the commercial decisions of the Group and that
the 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 UKFI’s position as
manager of this shareholding) means that HM Treasury or UKFI might
be able to exercise a significant degree of influence over, among
other things, the election of directors and appointment of senior
management, the Group’s capital strategy, dividend policy,
remuneration policy or the conduct of the Group’s operations.
The manner in which HM Treasury or UKFI 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. The Board has a duty to promote the success of
the Group for the benefit of its members as a whole.
The Group operates in markets that are subject to intense scrutiny
by the competition authorities and its business and results of
operations could be materially affected by competition decisions
and other regulatory interventions.
The
competitive landscape for banks and other financial institutions in
the UK, the rest of Europe and the US is changing rapidly. 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 competitive landscape in the UK is also likely to
be affected by the UK Government’s implementation of the UK
ring-fencing regime and other customer protection measures
introduced by the Banking Reform Act 2013. The implementation of
these reforms may result in the consolidation of newly separated
businesses or assets of certain financial institutions with those
of other parties to realise new synergies or protect their
competitive position and is likely to increase competitive
pressures on the Group.
The UK
retail banking sector has been subjected to intense scrutiny by the
UK competition authorities and by other bodies, including the FCA,
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 Investigation report sets out measures primarily
intended to make it easier for consumers and businesses to compare
PCA and SME bank products, increase the transparency of price
comparison between banks and amend PCA overdraft charging. The CMA
is working with HM Treasury and other regulators to implement these
remedies which are likely to impose additional compliance
requirements on the Group and could, in aggregate, adversely impact
the Group’s competitive position, product offering and
revenues.
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 Group
operates or result in restrictions on mergers and consolidations
within the UK financial sector.
The
impact of any such developments in the UK will become more
significant as the Group’s business becomes increasingly
concentrated in the UK retail sector. These and other changes to
the competitive framework in which the Group operates could have a
material adverse effect on the Group’s business, margins,
profitability, financial condition and prospects.
The Group and its subsidiaries are subject to an evolving framework
on recovery and resolution, the impact of which remains uncertain,
and which may result in additional compliance challenges and
costs.
In the
EU, the UK and the US, regulators have implemented or are in the
process of implementing recovery and resolution regimes designed to
prevent the failure of financial institutions and resolution tools
to ensure the timely and orderly resolution of financial
institutions without use of public funds.
These
initiatives have been complemented by a broader set of initiatives
to improve the resilience of financial institutions and reduce
systemic risk, including the UK ring-fencing regime, the
introduction of certain prudential requirements and powers under
CRD IV, and certain other measures introduced under the BRRD,
including the requirements relating to loss absorbing
capital.
The
BRRD, which was implemented in the UK from January 2015, provides a
framework for the recovery and resolution of credit institutions
and investment firms, their subsidiaries and certain holding
companies in the EU, and the tools and powers introduced under the
BRRD include preparatory and preventive measures, early supervisory
intervention powers and resolution tools.
Implementation
of certain provisions of the BRRD remains subject to secondary
rulemaking as well as a review by the European Parliament and the
European Commission of certain topics mandated by the BRRD. In
November 2016, as a result of this review, the European Commission
published a package of proposals seeking to introduce certain
amendments to CRD IV and the BRRD. These proposals are now subject
to further discussions and negotiations among the European
institutions and it is not possible to anticipate their final
content. Further amendments to the BRRD or the implementing rules
in the EU or the UK may also be necessary to ensure continued
consistency with the FSB recommendations on key attributes of
national resolution regimes and resolution planning for G-SIBs,
including with respect to TLAC and MREL requirements.
In
light of these potential developments as well as the impact of
Brexit, there remains uncertainty as to the rules which may apply
to the Group going forward. In addition, banks headquartered in
countries which are members of the Eurozone are now subject to the
European banking union framework.
Risk factors continued
In
November 2014, the ECB assumed direct supervisory responsibility
for RBS N.V. and Ulster Bank Ireland DAC under the Single
Supervisory Mechanism (SSM). As a result of the above, there
remains uncertainty as to how the relevant resolution regimes in
force in the UK, the Eurozone and other jurisdictions, would
interact in the event of a resolution of the Group, although it
remains clear that the Bank of England, as UK resolution authority,
would be responsible for resolution of the Group overall
(consistent with the Group’s single point of entry bail-in
resolution strategy, as determined by the Bank of
England)
The
BRRD requires national resolution funds to raise ‘ex
ante’ contributions on banks and investment firms in
proportion to their liabilities and risk profiles and allow them to
raise additional ‘ex post’ funding contributions in the
event the ex-ante contributions do not cover the losses, costs or
other expenses incurred by use of the resolution fund. Although
receipts from the UK bank levy are currently being used to meet the
ex-ante and ex post funding requirements, the Group may be required
to make additional contributions in the future. In addition, Group
entities in countries subject to the European banking union are
required to pay supervisory fees towards the funding of the SSM as
well as contributions to the single resolution fund.
The
recovery and resolution regime implementing the BRRD in the UK
places compliance and reporting obligations on the Group. These
compliance and reporting obligations may result in increased costs,
including as a result of the Group’s mandatory participation
in resolution funds, and heightened compliance risks and the Group
may not be in a position to comply with all such requirements
within the prescribed deadlines or at all. In addition to the costs
associated with the issuance of MREL-eligible debt securities and
compliance with internal MREL requirements, further changes may be
required for the Group to enhance its resolvability, in particular
due to regulatory requirements relating to operational continuity
and valuations capabilities in resolution.
In July
2016, the PRA adopted a new framework requiring financial
institutions to ensure the continuity of critical shared services
(provided by entities within the group or external providers) to
facilitate recovery action, orderly resolution and post-resolution
restructuring, which will apply from 1 January 2019.
The
application of such rules to the Group requires the Group to
restructure certain of its activities relating to the provision of
services from one legal entity to another within the Group, may
limit the Group’s ability to outsource certain functions and
will result in increased costs resulting from the requirement to
ensure the financial and operational resilience and independent
governance of such critical services.
In
August 2017, the Bank of England published a consultation paper
setting out its preliminary views on the valuation capabilities
that firms should have in place prior to resolution. The Bank of
England has not yet published a final statement of policy in this
area.
Achieving
compliance with the expectations set out in any such statement of
policy, once finalised, may require changes to the Group’s
existing valuation processes and/or the development of additional
capabilities, infrastructure and processes. The Group may incur
costs in complying with such obligations, which costs may increase
if the Bank of England determined that the Group’s valuation
capabilities constitute an impediment to resolution and
subsequently exercised its statutory power to direct the Group to
take measures to address such impediment.
In
addition, compliance by the Group with this recovery and resolution
framework has required and is expected to continue to require
significant work and engagement with the Group’s regulators,
including in order for the Group to continue to submit to the PRA
an annual recovery plan assessed as meeting regulatory requirements
and to be assessed as resolvable by the Bank of England. The
outcome of this regulatory dialogue may impact the Group’s
operations or structure or otherwise result in increased costs,
including as a result of the Bank of England’s power under
section 3A of the Banking Act to direct institutions to address
impediments to resolvability.
The Group may become subject to the application of stabilisation or
resolution powers in certain significant stress situations, which
may result in various actions being taken in relation to the Group
and any securities of the Group, including the write-off,
write-down or conversion of the Group’s
securities.
The
Banking Act 2009, as amended to implement the BRRD (‘Banking
Act’) confers substantial powers on relevant UK authorities
designed to enable them to take a range of actions in relation to
UK banks or investment firms and certain of their affiliates in the
event a bank or investment firm in the same group is considered to
be failing or likely to fail. Under the Banking Act, wide powers
are granted to the Bank of England (as the relevant resolution
authority), as appropriate as part of a special resolution regime
(the ‘SRR’). These powers enable the Bank of England to
implement resolution measures with respect to a UK bank or
investment firm and certain of its affiliates (including, for
example, RBSG) (each a ‘relevant entity’) in
circumstances in which the relevant UK resolution authorities are
satisfied that the resolution conditions are met. Under the
applicable regulatory framework and pursuant to guidance issued by
the Bank of England, governmental financial support, if any is
provided, would only be used as a last resort measure where a
serious threat to financial stability cannot be avoided by other
measures (such as the stabilisation options described below,
including the UK bail-in power) and subject to the limitations set
out in the Banking Act.
Several
stabilisation options and tools are available to the Bank of
England under the SRR, where a resolution has been triggered. In
addition, the Bank of England may commence special administration
or liquidation procedures specifically applicable to banks. Where
stabilisation options are used which rely on the use of public
funds, such funds can only be used once there has been a
contribution to loss absorption and recapitalisation of at least 8%
of the total liabilities of the institution under resolution. The
Bank of England has indicated that among these options, the UK
bail-in tool (as described further below) would apply in the event
that a resolution of the Group were triggered.
Risk factors continued
Further,
the Banking Act grants broad powers to the Bank of England, the
application of which may adversely affect contractual arrangements
and which include the ability to (i) modify or cancel contractual
arrangements to which an entity in resolution is party, in certain
circumstances; (ii) suspend or override the enforcement provisions
or termination rights that might be invoked by counterparties
facing an entity in resolution, as a result of the exercise of the
resolution powers; and (iii) disapply or modify laws in the UK
(with possible retrospective effect) to enable the powers under the
Banking Act to be used effectively.
The
stabilisation options are intended to be applied prior to the point
at which any insolvency proceedings with respect to the relevant
entity would otherwise have been initiated. Accordingly, the
stabilisation options may be exercised if the relevant UK
resolution authority: (i) is satisfied that a UK bank or investment
firm is failing, or is likely to fail; (ii) determines that it is
not reasonably likely that (ignoring the stabilisation powers)
action will be taken by or in respect of a UK bank or investment
firm that will result in condition (i) above ceasing to be met;
(iii) considers the exercise of the stabilisation powers to be
necessary, having regard to certain public interest considerations
(such as the stability of the UK financial system, public
confidence in the UK banking system and the protection of
depositors, being some of the special resolution objectives) and
(iv) considers that the special resolution objectives would not be
met to the same extent by the winding-up of the UK bank or
investment firm.
In the
event that the Bank of England seeks to exercise its powers in
relation to a UK banking group company (such as RBSG), the relevant
UK resolution authority has to be satisfied that (A) the conditions
set out in (i) to (iv) above are met in respect of a UK bank or
investment firm in the same banking group (or, in respect of an EEA
or third country credit institution or investment firm in the same
banking group, the relevant EEA or third country resolution
authority is satisfied that the conditions for resolution
applicable in its jurisdiction are met) and (B) certain criteria
are met, such as the exercise of the powers in relation to such UK
banking group company being necessary having regard to public
interest considerations. The use of different stabilisation powers
is also subject to further ‘specific conditions’ that
vary according to the relevant stabilisation power being used.
Although the SRR sets out the pre-conditions for determining
whether an institution is failing or likely to fail, it is
uncertain how the relevant UK resolution authority would assess
such conditions in any particular pre-insolvency scenario affecting
RBSG and/or other members of the Group and in deciding whether to
exercise a resolution power. There has been no application of the
SRR powers in the UK to a large financial institution, such as
RBSG, to date, which could provide an indication of the relevant UK
resolution authority’s approach to the exercise of the
resolution powers, and even if such examples existed, they may not
be indicative of how such powers would be applied to RBSG.
Therefore, holders of shares and other securities issued by the
Group may not be able to anticipate a potential exercise of any
such powers.
The UK
bail-in tool is one of the powers available to the Bank of England
under the SRR and was introduced under the Banking Reform Act 2013.
The UK government amended the provisions of the Banking Act to
ensure the consistency of these provisions with the bail-in
provisions under the BRRD, which amendments came into effect on 1
January 2015. The UK bail-in tool includes both a power to
write-down or convert capital instruments and triggered at the
point of non-viability of a financial institution and a bail-in
tool applicable to eligible liabilities (including senior unsecured
debt securities issued by the Group) and available in
resolution.
The
capital instruments write-down and conversion power may be
exercised independently of, or in combination with, the exercise of
a resolution tool, and it allows resolution authorities to cancel
all or a portion of the principal amount of capital instruments
and/or convert such capital instruments into common equity Tier 1
instruments when an institution is no longer viable. The point of
non-viability for such purposes is the point at which the Bank of
England or the PRA determines that the institution meets certain
conditions under the Banking Act, for example if the institution
will no longer be viable unless the relevant capital instruments
are written down or extraordinary public support is provided, and
without such support the appropriate authority determines that the
institution would no longer be viable. The Bank of England may
exercise the power to write down or convert capital instruments
without any further exercise of resolution tools, as may be the
case where the write-down or conversion of capital instruments is
sufficient to restore an institution to viability.
Where
the conditions for resolution exist and it is determined that a
stabilisation power may be exercised, the Bank of England may use
the bail-in tool (in combination with other resolution tools under
the Banking Act) to, among other things, cancel or reduce all or a
portion of the principal amount of, or interest on, certain
unsecured liabilities of a failing financial institution and/or
convert certain debt claims into another security, including
ordinary shares of the surviving entity.
In
addition, the Bank of England may use the bail-in tool to, among
other things, replace or substitute the issuer as obligor in
respect of debt instruments, modify the terms of debt instruments
(including altering the maturity (if any) and/or the amount of
interest payable and/or imposing a temporary suspension on
payments) and discontinue the listing and admission to trading of
financial instruments. The exercise of the bail-in tool will be
determined by the Bank of England which will have discretion to
determine whether the institution has reached a point of
non-viability or whether the conditions for resolution are met, by
application of the relevant provisions of the Banking Act, and
involves decisions being taken by the PRA and the Bank of England,
in consultation with the FCA and HM Treasury. As a result, it will
be difficult to predict when, if at all, the exercise of the
bail-in power may occur.
The
potential impact of these powers and their prospective use may
include increased volatility in the market price of shares and
other securities issued by the Group, as well as increased
difficulties in issuing securities in the capital markets and
increased costs of raising such funds.
If
these powers were to be exercised (or there is an increased risk of
exercise) in respect of the Group or any entity within the Group,
such exercise could result in a material adverse effect on the
rights or interests of shareholders which would likely be
extinguished or very heavily diluted.
Risk factors continued
Holders
of debt securities (which may include holders of senior unsecured
debt), may see the conversion of part (or all) of their claims into
equity or written down in part or written off entirely. In
accordance with the rules of the Special Resolution Regime, the
losses imposed on holders of equity and debt instruments through
the exercise of bail-in powers would be subject to the ‘no
creditor worse off’ safeguard, which requires losses (net of
any compensation received) not to exceed those which would be
realised in an insolvency counterfactual.
Although
the above represents the risks associated with the UK bail-in power
currently in force in the UK and applicable to the Group’s
securities, changes to the scope of, or conditions for the exercise
of the UK bail-in power may be introduced as a result of further
political or regulatory developments. For example, the application
of these powers to internally-issued MREL instruments, issued by
one group entity and held solely by its parent entity, is currently
being consulted on by the Bank of England. In addition, further
political, legal or strategic developments may lead to structural
changes to the Group, including at the holding company level.
Notwithstanding any such changes, the Group expects that its
securities would remain subject to the exercise of a form of
bail-in power, either pursuant to the provisions of the Banking
Act, the BRRD or otherwise.
The value or effectiveness of any credit protection that the Group
has purchased depends on the value of the underlying assets and the
financial condition of the insurers and
counterparties.
The
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 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 Group may record further credit
valuation adjustments on the credit protection bought from these
counterparties under the CDSs. The 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
impact on the Group’s financial condition and results of
operations.
In the UK and in other jurisdictions, the Group is responsible for
contributing to compensation schemes in respect of banks and other
authorised financial services firms that are unable to meet their
obligations to customers.
In the
UK, the Financial Services Compensation Scheme (FSCS) was
established under the Financial Services and Markets Act 2000 and
is the UK’s statutory fund of last resort for customers of
authorised financial services firms. The FSCS pays compensation if
a firm is unable to meet its obligations.
The
FSCS funds compensation for customers by raising levies on the
industry, including the Group. In relation to protected deposits,
each deposit-taking institution contributes towards these levies in
proportion to their share of total protected deposits.
In the
event that the FSCS needs to raise additional and unexpected
funding, is required to raise funds more frequently or
significantly increases the levies to be paid by authorised firms,
the associated costs to the Group may have an adverse impact on its
results of operations and financial condition.
To the
extent that other jurisdictions where the Group operates have
introduced or plan to introduce similar compensation, contributory
or reimbursement schemes, the Group may make further provisions and
may incur additional costs and liabilities, which may have an
adverse impact on its financial condition and results of
operations.
The Group intends to execute the run-down and/or the sale of
certain portfolios and assets. Failure by the Group to do so on
commercially favourable terms could have a material adverse effect
on the Group’s operations, operating results, financial
position and reputation.
The
Group’s ability to execute the run-down and/or sale of
certain portfolios and assets and the price achieved for such
disposals will be dependent on prevailing economic and market
conditions.
As a
result, there is no assurance that the Group will be able to sell
or run down these portfolios or assets either on favourable
economic terms to the Group or at all or that it may do so within
the intended timetable. Material tax or other contingent
liabilities could arise on the disposal or run-down of assets and
there is no assurance that any conditions precedent agreed will be
satisfied, or consents and approvals required will be obtained in a
timely manner or at all. The Group may be exposed to deteriorations
in the portfolios or assets being sold between the announcement of
the disposal and its completion, which period may span many
months.
In
addition, the Group may be exposed to certain risks, including
risks arising out of ongoing liabilities and obligations, breaches
of covenants, representations and warranties, indemnity claims,
transitional services arrangements and redundancy or other
transaction-related costs, and counterparty risk in respect of
buyers of assets being sold.
The
occurrence of any of the risks described above could have a
material adverse effect on the Group’s business, results of
operations, financial condition and capital position and
consequently may have the potential to impact the competitive
position of part or all of the Group’s business.
The Group’s results could be adversely affected in the event
of goodwill impairment.
The
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 initially at cost and
subsequently at cost less any accumulated impairment losses. As
required by IFRS Standards, the Group tests goodwill for impairment
annually, or more frequently when events or circumstances indicate
that it might be impaired.
An
impairment test involves comparing 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 2017, the Group carried goodwill of £5.6 billion on
its balance sheet. The value in use and fair value of the
Group’s cash-generating units are affected by market
conditions and the performance of the economies in which the Group
operates.
Where
the Group is required to recognise a goodwill impairment, it is
recorded in the Group’s income statement, but it has no
effect on the Group’s regulatory capital position. Further
impairments of the Group’s goodwill could have an adverse
effect on the Group’s results and financial
condition.
Changes in tax legislation or failure to generate future taxable
profits may impact the recoverability of certain deferred tax
assets recognised by the Group.
In
accordance with IFRS Standards, the 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 rates of tax) or accounting standards
may reduce the recoverable amount of the recognised deferred tax
assets. Changes to the treatment of deferred tax assets may impact
the Group’s capital, for example by reducing further the
Group’s ability to recognise deferred tax assets. The
implementation of the rules relating to the UK ring-fencing regime
and the resulting restructuring of the Group may further restrict
the Group’s ability to recognise tax deferred tax assets in respect of
brought forward losses.
Legal
Entity Identifier: 2138005O9XJIJN4JPN90
Date: 23
February 2018
|
THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
|
|
|
|
By: /s/
Jan Cargill
|
|
|
|
Name:
Jan Cargill
|
|
Title:
Deputy Secretary
|