Royal Bank of Scotland Group
|Public limited company|
Sir Howard Davies|
|Revenue||£13.133 billion (2017)|
|£2.239 billion (2017)|
|£1.415 billion (2017)|
|Total assets||£738.056 billion (2017)|
|Total equity||£49.093 billion (2017)|
|Owner||UK Government Investments (62.4%)|
Number of employees
The Royal Bank of Scotland Group plc (also known as RBS Group) is a private, but partly taxpayer-owned and subsidized, British banking and insurance holding company, based in Edinburgh, Scotland. The group operates a wide variety of banking brands offering personal and business banking, private banking, insurance and corporate finance through its offices located in Europe, North America and Asia. In the UK, its main subsidiary companies are The Royal Bank of Scotland, NatWest, Ulster Bank and Coutts. The group issues banknotes in Scotland and Northern Ireland and, as of 2014, The Royal Bank of Scotland is the only bank in the UK to still print £1 notes.
Outside the UK, from 1988 to 2015 it owned Citizens Financial Group, the 13th largest bank in the United States, and from 2004 to 2009 it was the second largest shareholder in the Bank of China, itself the world's fifth largest bank by market capitalisation in February 2008.
Before the 2008 collapse and the general financial crisis, RBS was very briefly the largest bank in the world and for a period was the second largest bank in the UK and Europe (fifth in stock market value), and the fifth largest in the world by market capitalisation. Subsequently, with a slumping share price and major loss of confidence, the bank fell sharply in the rankings, although in 2009 it was briefly the world's largest company by both assets (£1.9 trillion) and liabilities (£1.8 trillion). It had to be bailed out by UK taxpayers through the 2008 United Kingdom bank rescue package. Taxpayers as of June 2018, hold and manage a 62.4% stake through UK Government Investments. The government sold its shares in that year  at a huge loss to taxpayers, and a subsidy to private shareholders in the bank, of £2 billion.
- 1 History
- 2 Restructuring
- 3 Corporate structure
- 4 Branding
- 5 Controversies
- 6 See also
- 7 References
- 8 External links
By 1969, economic conditions were becoming more difficult for the banking sector. In response, the National Commercial Bank of Scotland merged with the Royal Bank of Scotland. The resulting company had 662 branches. The merger resulted in a new holding company, National and Commercial Banking Group Ltd. The English and Welsh branches were reorganised, until 1985, as Williams & Glyn's Bank, while the Scottish branches all transferred to the Royal Bank name. The holding company was renamed The Royal Bank of Scotland Group in 1979.
During the late 1970s and early 1980s the Royal Bank was the subject of three separate takeover approaches. In 1979, Lloyds Bank, which had previously built up a 16.4% stake in the Royal Bank, made a takeover approach for the remaining shares it did not own. The offer was rejected by the board of directors on the basis that it was detrimental to the bank's operations. However, when the Standard Chartered Bank proposed a merger with the Royal Bank in 1980, the board responded favourably. Standard Chartered Bank was headquartered in London, although most of its operations were in the Far East, and the Royal Bank saw advantages in creating a truly international banking group. Approval was received from the Bank of England, and the two banks agreed a merger plan that would have seen the Standard Chartered acquire the Royal Bank and keep the UK operations based in Edinburgh. However, the bid was scuppered by the Hongkong and Shanghai Banking Corporation (HSBC) which tabled a rival offer. The bid by HSBC was not backed by the Bank of England and was subsequently rejected by the Royal Bank's board. However the British government referred both bids to the Monopolies and Mergers Commission; both were subsequently rejected as being against the public interest.
The Bank did obtain an international partnership with Banco Santander Central Hispano of Spain, each bank taking a 5% stake in the other. However this arrangement ended in 2005, when Banco Santander Central Hispano acquired UK bank Abbey National – and both banks sold their respective shareholdings.
The first international office of the bank was opened in New York in 1960. Subsequent international banks were opened in Chicago, Los Angeles, Houston and Hong Kong. In 1988 the bank acquired Citizens Financial Group, a bank based in Rhode Island, United States. Since then, Citizens has acquired several other American banks and in 2004 acquired Charter One Bank.
The bank has since announced it would scale back its international presence. "Let me spell it out very clearly: the days when RBS sought to be the biggest bank in the world, those days are well and truly over," Chief Executive Ross McEwan, who had been in charge of the bank for four months, said in unveiling plans to reduce costs by £5bn over four years. "Our ambition is to be a bank for U.K. customers," he added.
National Westminster Bank
The late 1990s saw a new wave of consolidation in the financial services sector. In 1997, RBS formed a joint venture to set up Tesco Bank. In 1999, the Bank of Scotland launched a hostile takeover bid for English rival NatWest. The Bank of Scotland intended to fund the deal by selling off many of the NatWest's subsidiary companies, including Ulster Bank and Coutts. However, the Royal Bank of Scotland subsequently tabled a counter-offer, sparking off the largest hostile takeover battle in UK corporate history. A key differentiation from the Bank of Scotland's bid was the Royal Bank of Scotland's plan to retain all of NatWest's subsidiaries. Although NatWest, one of the "Big 4" English clearing banks, was significantly larger than either Scottish bank, it had a recent history of poor financial performance and plans to merge with insurance company Legal & General were not well received, prompting a 26% fall in share price.
On 11 February 2000, The Royal Bank of Scotland was declared the winner in the takeover battle, becoming the second largest banking group in the UK after HSBC Holdings. NatWest and the Royal Bank of Scotland became subsidiaries of the holding company; The Royal Bank of Scotland Group. NatWest as a distinct banking brand was retained, although many back office functions of the bank were merged with the Royal Bank's leading to over 18,000 job losses throughout the UK.
In August 2005, the bank expanded into China, acquiring a 10% stake in the Bank of China for £1.7 billion.
The Group was part of a consortium with Belgian bank Fortis and Spanish bank Banco Santander that acquired Dutch bank ABN AMRO on 10 October 2007. Rivals speculated that RBS had overpaid for the Dutch bank although the bank pointed out that of the £49bn paid for ABN AMRO, RBS's share was only £10bn (equivalent to £167 per citizen of the UK).
2008–2009 financial crisis
On 22 April 2008 RBS announced a rights issue which aimed to raise £12bn in new capital to offset a writedown of £5.9bn resulting from credit market positions and to shore up its reserves following the purchase of ABN AMRO. This was, at the time, the largest rights issue in British corporate history.
The bank also announced that it would review the possibility of divesting some of its subsidiaries to raise further funds, notably its insurance divisions Direct Line and Churchill. Additionally, the bank's stake in Tesco Bank was bought by Tesco for £950 million in 2008.
On 13 October 2008, in a move aimed at recapitalising the bank, it was announced that the British Government would take a stake of up to 58% in the Group. The aim was to "make available new tier 1 capital to UK banks and building societies to strengthen their resources permitting them to restructure their finances, while maintaining their support for the real economy, through the recapitalisation scheme which has been made available to eligible institutions".
HM Treasury injected £37 billion ($64 billion, €47 billion, equivalent to £617 per citizen of the UK) of new capital into Royal Bank of Scotland Group plc, Lloyds TSB and HBOS plc, to avert financial sector collapse. The government stressed, however, that it was not "standard public ownership" and that the banks would return to private investors "at the right time".
Alistair Darling, the Chancellor of the Exchequer, stated that UK taxpayers would benefit from the government's rescue plan, as it will have some control over RBS in exchange for £5 billion in preference shares and underwriting the issuance of a further £15 billion in ordinary shares. If shareholder take-up of the share issue was 0%, then total government ownership in RBS would be 58%; and, if shareholder take-up was 100%, then total government ownership in RBS would be 0%. Less than 56 million new shares were taken up by investors, or 0.24pc of the total offered by RBS in October 2008.
As a consequence of this rescue, the Chief Executive of the group, Fred Goodwin, offered his resignation and it was duly accepted. Sir Tom McKillop confirmed that he would stand down from his role as chairman when his contract expired in March 2009. Goodwin was replaced by Stephen Hester, previously the Chief Executive of British Land, who commenced work at the Royal Bank of Scotland in November 2008.
On 19 January 2009, the British Government announced a further injection of funds into the UK banking system in an attempt to restart personal and business lending. This would involve the creation of a state-backed insurance scheme which would allow banks to insure against existing loans going into default, in an attempt to restore the banks' confidence.
At the same time the government announced its intention to convert the preference shares in RBS that it had acquired in October 2008 to ordinary shares. This would remove the 12% coupon payment (£600m p.a) on the shares but would increase the state's holding in the bank from 58% to 70%.
On the same day RBS released a trading statement in which it expected to post full-year trading losses (before writedowns) of between £7bn and £8bn. The group also announced writedowns on goodwills (primarily related to the takeover of Dutch bank ABN-AMRO) of around £20bn. The combined total of £28bn would be the biggest ever annual loss in UK corporate history (the actual figure was £24.1bn). As a result, during the Blue Monday Crash, the group's share price fell over 66% in one day to 10.9p per share, from a 52-week high of 354p per share, itself a drop of 97%.
RBS' contractual commitment to retain the 4.26% Bank of China (BoC) stake ended on 31 December 2008, and the shares were sold on 14 January 2009. Exchange rate fluctuations meant that RBS made no profit on the deal. The Scottish press suggested two reasons for the move: the need for a bank mainly owned by HM Treasury to focus scarce capital on British markets, and the growth possibility of RBS's own China operations.
In September 2009, RBS and NatWest announced dramatic cuts in their overdraft fees including the unpaid item fee (from £38 to £5), the card misuse fee (from £35 to £15) and the monthly maintenance charge for going overdrawn without consent (from £28 to £20). The cuts came at a time when the row over the legality of unauthorised borrowing reached the House of Lords. The fees were estimated to earn current account providers about £2.6bn a year. The Consumers' Association chief executive, Peter Vicary-Smith, said: "This is a step in the right direction and a victory for consumer pressure."
In November 2009, RBS announced plans to cut 3,700 jobs in addition to 16,000 already planned, while the government increased its stake in the company from 70% to 84%.
In December 2009, the RBS board revolted against the main shareholder, the British government. They threatened to resign unless they were permitted to pay bonuses of £1.5bn to staff in its investment arm.
More than 100 senior bank executives at the Royal Bank of Scotland were paid more than £1 million in late 2010 and total bonus payouts reached nearly £1 billion – even though the bailed-out bank reported losses of £1.1 billion for 2010. The 2010 figure was an improvement on the loss of £3.6 billion in 2009 and the record-breaking £24bn loss in 2008. The bonuses for staff in 2010 topped £950 million. The CEO Stephen Hester got £8 million in payments for the year. Len McCluskey, the general secretary of Unite the Union, said: "Taxpayers will be baffled as to how it is possible that while we own 84% of this bank it continues to so handsomely reward its investment bankers."
In January 2012, there was press controversy about Hester's bonus—Hester was offered share options with a total value of £963,000 that would be held in long-term plans, and only paid out if he met strict and tough targets. If he failed to do this, it would be clawed-back. The Treasury permitted the payment because they feared the resignation of Hester and much of the board if the payment was vetoed by the government as the majority shareholder. After a large amount of criticism in the press, news emerged of Chairman Sir Philip Hampton turning down his own bonus of £1.4 million several weeks before the controversy. Hester, who had been on holiday in Switzerland at the time, turned down his own bonus shortly after.
In June 2012 a failure of an upgrade to payment processing software meant that a substantial proportion of customers could not transfer money to or from their accounts. This meant that RBS had to open a number of branches on a Sunday – the first time that they had had to do this.
RBS released a statement on 12 June 2013 that announced a transition in which CEO Stephen Hester would stand down in December 2013 for the financial institution "to return to private ownership by the end of 2014". For his part in the procession of the transition, Hester would receive 12 months' pay and benefits worth £1.6 million, as well as the potential for £4 million in shares. The RBS stated that, as of the announcement, the search for Hester's successor would commence. Ross McEwan, the head of retail banking at RBS, was selected to replace Hester in July 2013.
On 4 August 2015 the UK government began the process of selling shares back to the private sector, reducing its ownership of ordinary shares from 61.3% to 51.5% and its total economic ownership (including B shares) from 78.3% to 72.9%. On 5 June 2018 the government reduced its ownership through UK Government Investments to 62.4% at a loss to taxpayers, representing a subsidy to private shareholders in the bank, of £2 billion.
In March 2009, RBS announced the closure of its tax avoidance department, which had helped it avoid £500m of tax by channelling billions of pounds through securitised assets in tax havens such as the Cayman Islands. The closure was partly due to a lack of funds to continue the measures, and partly due to the 84% taxpayer stake in the bank.
On 29 March 2010, GE Capital acquired Royal Bank of Scotland's factoring business in Germany. GE Capital signed an agreement with the Royal Bank of Scotland plc (RBS) to acquire 100% of RBS Factoring GmbH, RBS's factoring and invoice financing business in Germany, for an undisclosed amount. The transaction is subject to a number of conditions, including regulatory approval.
Due to pressure from the UK government to shut down risky operations and prepare for tougher international regulations, in January 2012 the bank announced it would cut another 4,450 jobs and close its loss-making cash equities, corporate broking, equity capital markets, and mergers and acquisitions businesses. The move brought the total number of jobs cut since the bank was bailed out in 2008 to 34,000.
During 2012, RBS separated its insurance business from the main group to form the Direct Line Group, made up of several well-known brands including Direct Line and Churchill. RBS sold a 30% holding in the group through an initial public offering in October 2012. Further shares sales in 2013 reduced RBS' holding to 28.5% by September 2013, and RBS sold its remaining shares in February 2014.
Williams & Glyn divestment
As a condition of the British Government purchasing an 81% shareholding in the group, the European Commission ruled that the group sell a portion of its business, as the purchase was categorised as state aid. In August 2010, the group reached an agreement to sell 318 branches to Santander UK, made up of the RBS branches in England and Wales and the NatWest branches in Scotland. Santander withdrew from the sale on 12 October 2012.
In September 2013, the group confirmed it had reached an agreement to sell 314 branches to the Corsair consortium, made up of private equity firms and a number of institutional investors, including the Church Commissioners, which controls the property and investment assets of the Church of England. The branches, incorporating 250,000 small business customers, 1,200 medium business customers and 1.8 million personal banking customers, were due to be separated from the group in 2016 as a standalone business. The planned company would have traded as an ethical bank, using the dormant Williams & Glyn's brand.
In August 2016, RBS cancelled its plan to spin off Williams & Glyn as a separate business, stating that the new bank could not survive independently. It revealed it would instead seek to sell the operation to another bank.
In February 2017, HM Treasury suggested that the bank should abandon the plan to sell the operation, and instead focus on initiatives to boost competition within business banking in the United Kingdom. This plan was formally approved by the European Commission in September 2017.
RBS is split into three main customer-facing franchises, each with several subsidiary businesses, and it also has a number of support functions.
Personal & Business Banking
The franchise comprises retail and business banking. In the United Kingdom, the group trades under both the NatWest and Royal Bank of Scotland names. Key subsidiaries include:
Commercial & Private Banking
This franchise serves UK corporate and commercial customers, from SMEs to UK based multi nationals, and is the largest provider of banking, finance and risk management services to UK corporate and commercial customers.
Key private banking subsidiaries and brands of RBS include:
This franchise, commonly referred to as the investment banking arm of RBS, provides investment banking services and integrated financial solutions to major corporations and financial institutions around the world. NWMs areas of strength are debt financing, risk management, and investment and advisory services. RBS Securities is a key subsidiary, operating under the NatWest Markets brand in the United States.
The group is supported by a number of functions and services departments – procurement, technology, payments, anti-money laundering, property, etc. – and support and control functions: the areas which provide core services across the bank – human resources, corporate governance, internal audit, legal, risk, etc.
RBS uses branding developed for the Bank on its merger with the National Commercial Bank of Scotland in 1969. The banks logo takes the form of an abstract symbol of four inward-pointing arrows known as the "Daisy Wheel" and is based on an arrangement of 36 piles of coins in a 6 by 6 square, representing "the accumulation and concentration of wealth by the Group".
Media commentary and criticism
During Goodwin's tenure as CEO he attracted some criticism for lavish spending, including on the construction of a £350m headquarters in Edinburgh opened by the Queen in 2005 and $500m headquarters in the US begun in 2006, and the use of a Dassault Falcon 900 jet owned by leasing subsidiary Lombard for occasional corporate travel. Revelations that RBS had spent £200m on celebrity endorsements also went down badly.
In February 2009 RBS reported that while Fred Goodwin was at the helm it had posted a loss of £24.1bn, the biggest loss in UK corporate history. His responsibility for the expansion of RBS, which led to the losses, has drawn widespread criticism. His image was not enhanced by the news that emerged in questioning by the Treasury Select Committee of the House of Commons on 10 February 2009, that Goodwin has no technical bank training, and has no formal banking qualifications.
In January 2009 The Guardian's City editor Julia Finch identified him as one of twenty-five people who were at the heart of the financial meltdown. Nick Cohen described Goodwin in The Guardian as "the characteristic villain of our day", who made £20m from RBS and left the taxpayer "with an unlimited liability for the cost of cleaning up the mess". An online column by Daniel Gross labelled Goodwin "The World's Worst Banker", a phrase echoed elsewhere in the media. Gordon Prentice MP argued that his knighthood should be revoked as it is "wholly inappropriate and anomalous for someone to retain such a reward in these circumstances."
Fossil fuel financing
RBS was challenged over its financing of oil and coal mining by charities such as Platform London and Friends of the Earth. In 2007, RBS was promoting itself as "The Oil & Gas Bank", although the website www.oilandgasbank.com was later taken down. A Platform London report criticised the bank's lending to oil and gas companies, estimating that the carbon emissions embedded within RBS' project finance reached 36.9 million tonnes in 2005, comparable to Scotland's carbon emissions.
RBS provides the financial means for companies to build coal-fired power stations and dig new coal mines at sites throughout the world. RBS helped to provide an estimated £8 billion from 2006 to 2008 to energy corporation E.ON and other coal-utilising companies. In 2012, 2.8% of RBS' total lending was provided to the power, oil and gas sectors combined. According to RBS' own figures, half of its deals to the energy sector were to wind power projects; although, this only included project finance and not general commercial loans.
Huntingdon Life Sciences
In 2000 and 2001, staff of the bank were threatened over its provision of banking facilities for the animal testing company Huntingdon Life Sciences. The intimidation resulted in RBS withdrawing the company's overdraft facility, requiring the company to obtain alternative funding within a tight deadline.
Canadian oil sands
Climate Camp activists criticise RBS for funding firms which extract oil from Canadian oil sands. The Cree aboriginal group describe RBS as being complicit in "the biggest environmental crime on the planet". In 2012, 7.2% of RBS' total oil and gas lending was to companies who derived more than 10% of their income from oil sands operations.
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