0000930413-17-000981.txt : 20170310 0000930413-17-000981.hdr.sgml : 20170310 20170310074855 ACCESSION NUMBER: 0000930413-17-000981 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 54 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170310 DATE AS OF CHANGE: 20170310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lloyds Banking Group plc CENTRAL INDEX KEY: 0001160106 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-15246 FILM NUMBER: 17680212 BUSINESS ADDRESS: STREET 1: 25 GRESHAM STREET CITY: LONDON STATE: X0 ZIP: EC2V 7HN BUSINESS PHONE: 44 0 20 7626 1500 MAIL ADDRESS: STREET 1: 25 GRESHAM STREET CITY: LONDON STATE: X0 ZIP: EC2V 7HN FORMER COMPANY: FORMER CONFORMED NAME: LLOYDS TSB GROUP PLC DATE OF NAME CHANGE: 20010926 20-F 1 c87021_20f.htm 20-F
 

As filed with the Securities and Exchange Commission on 10 March 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended 31 December 2016

OR

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

OR

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

Commission file number 001-15246

LLOYDS BANKING GROUP plc

(previously Lloyds TSB Group plc)

(Exact name of Registrant as Specified in Its Charter)

 

Scotland

(Jurisdiction of Incorporation or Organization)

 

25 Gresham Street
London EC2V 7HN
United Kingdom

(Address of Principal Executive Offices)

 

Malcolm Wood, Company Secretary
Tel +44 (0) 20 7356 1274, Fax +44 (0) 20 7356 1808
25 Gresham Street
London EC2V 7HN

United Kingdom

(Name, telephone, e-mail and/or facsimile number and address of Company contact person)

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

 

Title of each class Name of each exchange on which registered
Ordinary shares of nominal value 10 pence each, represented by American Depositary Shares The New York Stock Exchange
$824,033,000 5.3% Subordinated Securities due 2045 The New York Stock Exchange
$1,250,000,000 3.75% Senior Notes due 2027 The New York Stock Exchange
$1,500,000,000 4.65% Subordinated Securities due 2026 The New York Stock Exchange
$1,327,685,000 4.582% Subordinated Securities due 2025 The New York Stock Exchange
$1,250,000,000 3.5% Senior Notes due 2025 The New York Stock Exchange
$1,000,000,000 4.5% Subordinated Securities due 2024 The New York Stock Exchange
$1,500,000,000 3.0% Senior Notes due 2022 The New York Stock Exchange
$1,000,000,000 3.1% Senior Notes due 2021 The New York Stock Exchange
$2,500,000,000 6.375% Senior Notes due 2021 The New York Stock Exchange
$1,000,000,000 2.7% Senior Notes due 2020 The New York Stock Exchange
$1,000,000,000 2.4% Senior Notes due 2020 The New York Stock Exchange
$1,000,000,000 2.35% Senior Notes due 2019 The New York Stock Exchange
$750,000,000 2.05% Senior Notes due 2019 The New York Stock Exchange
$450,000,000 Floating Rate Notes due 2019 The New York Stock Exchange
$1,000,000,000 2.3% Senior Notes due 2018 The New York Stock Exchange
$700,000,000 2% Senior Notes due 2018 The New York Stock Exchange
$300,000,000 Floating Rate Notes due 2018 The New York Stock Exchange
$1,250,000,000 1.75% Senior Notes due 2018 The New York Stock Exchange
$400,000,000 Floating Rate Notes due 2018 The New York Stock Exchange
$1,000,000,000 1.75% Senior Notes due 2018 The New York Stock Exchange
$500,000,000 Floating Rate Notes due 2018 The New York Stock Exchange
$1,500,000,000 4.20% Senior Notes due 2017 The New York Stock Exchange

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

None

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

7.50% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities

 

The number of outstanding shares of each of Lloyds Banking Group plc’s classes of capital or common stock as of 31 December 2016 was:

 

Ordinary shares, nominal value 10 pence each 71,373,735,357
Limited voting shares, nominal value 10 pence each 80,921,051
Preference shares, nominal value 25 pence each 412,204,151
Preference shares, nominal value 25 cents each 809,160
Preference shares, nominal value 25 euro cents each Nil

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

Yes x   No ¨

 

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

Yes ¨   No x

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

Yes x   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted

and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

Yes ¨   No ¨

 

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

Large accelerated filer x    Accelerated filer ¨    Non-Accelerated filer ¨

 

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

U.S. GAAP ¨    International Financial Reporting Standards as issued by the International Accounting Standards Board x Other ¨

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ¨   Item 18 ¨

 

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

Yes ¨   No x

 
 

PRESENTATION OF INFORMATION

 

In this annual report, references to the ‘Company’ are to Lloyds Banking Group plc; references to ‘Lloyds Banking Group’, ‘Lloyds’ or the ‘Group’ are to Lloyds Banking Group plc and its subsidiary and associated undertakings; references to ‘Lloyds Bank’ are to Lloyds Bank plc (previously Lloyds TSB Bank plc); and references to the ‘consolidated financial statements’ or ‘financial statements’ are to Lloyds Banking Group’s consolidated financial statements included in this annual report. References to the ‘Financial Conduct Authority’ or ‘FCA’ and to the ‘Prudential Regulation Authority’ or ‘PRA’ are to the United Kingdom (the UK) Financial Conduct Authority and the UK Prudential Regulation Authority. References to the ‘Financial Services Authority’ or ‘FSA’ are to their predecessor organisation, the UK Financial Services Authority.

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

In this annual report, amounts described as ‘statutory’ refer to amounts included within the Group’s consolidated financial statements.

 

Lloyds Banking Group publishes its consolidated financial statements expressed in British pounds (‘pounds sterling’, ‘sterling’ or ‘£’), the lawful currency of the UK. In this annual report, references to ‘pence’ and ‘p’ are to one-hundredth of one pound sterling; references to ‘US dollars’, ‘US$’ or ‘$’ are to the lawful currency of the United States (the US); references to ‘cent’ or ‘c’ are to one-hundredth of one US dollar; references to ‘euro’ or ‘€’ are to the lawful currency of the member states of the European Union (EU) that have adopted a single currency in accordance with the Treaty establishing the European Communities, as amended by the Treaty of European Union; references to ‘euro cent’ are to one-hundredth of one euro; and references to ‘Japanese yen’, ‘Japanese ¥’ or ‘¥’ are to the lawful currency of Japan. Solely for the convenience of the reader, this annual report contains translations of certain pounds sterling amounts into US dollars at specified rates. These translations should not be construed as representations by Lloyds Banking Group that the pounds sterling amounts actually represent such US dollar amounts or could be converted into US dollars at the rate indicated or at any other rate. Unless otherwise stated, the translations of pounds sterling into US dollars have been made at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate) in effect on 31 December 2016, which was $1.2337 = £1.00. The Noon Buying Rate on 31 December 2016 differs from certain of the actual rates used in the preparation of the consolidated financial statements, which are expressed in pounds sterling, and therefore US dollar amounts appearing in this annual report may differ significantly from actual US dollar amounts which were translated into pounds sterling in the preparation of the consolidated financial statements in accordance with IFRS.


1

BUSINESS OVERVIEW

 

Lloyds Banking Group is a leading provider of financial services to individual and business customers in the UK. At 31 December 2016, total Lloyds Banking Group assets were £817,793 million and Lloyds Banking Group had 70,433 employees (on a full-time equivalent basis). Lloyds Banking Group plc’s market capitalisation at that date was £44,616 million. The Group reported a profit before tax for the 12 months to 31 December 2016 of £3,888 million, and its capital ratios at that date were 21.2 per cent for total capital, 16.8 per cent for tier 1 capital and 13.4 per cent for common equity tier 1 capital.

 

Set out below is the Group’s summarised income statement for each of the last three years:

 

   2016   2015   2014 
   £m   £m   £m 
Net interest income   9,274    11,318    10,660 
Other income   30,337    11,832    19,232 
Total income   39,611    23,150    29,892 
Insurance claims   (22,344)   (5,729)   (13,493)
Total income, net of insurance claims   17,267    17,421    16,399 
Operating expenses   (12,627)   (15,387)   (13,885)
Trading surplus   4,640    2,034    2,514 
Impairment   (752)   (390)   (752)
Profit before tax   3,888    1,644    1,762 

 

Lloyds Banking Group’s main business activities are retail and commercial banking and long-term savings, protection and investment. Services are offered through a number of well recognised brands including Lloyds Bank, Halifax, Bank of Scotland and Scottish Widows, and through a range of distribution channels including the largest branch network and digital bank in the UK.

 

At 31 December 2016, the Group’s four primary operating divisions, which are also reporting segments, were: Retail; Commercial Banking; Consumer Finance and Insurance. Retail provides banking, mortgages and other financial services to personal and small business customers in the UK. Commercial Banking provides banking and related services to business clients, from SMEs to large corporates. Consumer Finance provides a range of products including personal loans, motor finance, credit cards, and European mortgages and deposit taking. Insurance provides long-term savings, protection and investment products as well as general insurance products in the UK.

 

Profit before tax is analysed on pages 13 to 16 on a statutory basis and, in order to provide a more comparable representation of business performance of the Group’s segments, on pages 24 to 34 on an underlying basis. The key principles adopted in the preparation of this basis of reporting are described on page 24. The Group Executive Committee, which is the chief operating decision maker for the Group, reviews the Group’s internal reporting based around these segments (which reflect the Group’s organisational and management structures) in order to assess performance and allocate resources; this reporting is on an underlying basis. IFRS 8, Operating Segments requires that the Group presents its segmental profit before tax on the basis reviewed by the chief operating decision maker that is most consistent with the measurement principles used in measuring the Group’s statutory profit before tax. Accordingly, the Group presents its segmental underlying basis profit before tax in note 4 to the financial statements in compliance with IFRS 8. The table below shows the results of Lloyds Banking Group’s segments in the last three fiscal years, and their aggregation. Further information on non-GAAP measures and the reconciliations required by the Securities and Exchange Commission’s Regulation G are set out on pages F-19 to F-22.

 

    2016    20151   20141
    £m    £m    £m 
Retail   3,003    3,091    2,739 
Commercial Banking   2,468    2,478    2,256 
Consumer Finance   1,283    1,381    1,449 
Insurance   837    962    922 
Other   276    200    390 
Profit before tax – underlying basis   7,867    8,112    7,756 

 

1Segmental analysis restated, as explained on page 24.

 

Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the UK Companies Act 1985 on 21 October 1985 with the registered number 95000. Lloyds Banking Group plc’s registered office is The Mound, Edinburgh EH1 1YZ, Scotland, and its principal executive offices in the UK are located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number + 44 (0) 20 7626 1500.

2

SELECTED CONSOLIDATED FINANCIAL DATA

 

The financial information set out in the tables below has been derived from the annual reports and accounts of Lloyds Banking Group plc for each of the past five years adjusted for subsequent changes in accounting policy and presentation. The financial statements for each of the years shown have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

 

    2016    2015    2014    2013    20121
Income statement data for the year ended 31 December (£m)                         
Total income, net of insurance claims   17,267    17,421    16,399    18,478    20,517 
Operating expenses   (12,627)   (15,387)   (13,885)   (15,322)   (15,974)
Trading surplus   4,640    2,034    2,514    3,156    4,543 
Impairment losses   (752)   (390)   (752)   (2,741)   (5,149)
Profit (loss) before tax   3,888    1,644    1,762    415    (606)
Profit (loss) for the year   2,164    956    1,499    (802)   (1,387)
Profit (loss) for the year attributable to ordinary shareholders   1,651    466    1,125    (838)   (1,471)
Dividends for the year2,3   2,175    1,962    535    –    – 
Balance sheet data at 31 December (£m)                         
Share capital   7,146    7,146    7,146    7,145    7,042 
Shareholders’ equity   42,670    41,234    43,335    38,989    41,896 
Other equity instruments   5,355    5,355    5,355    –    – 
Customer deposits   415,460    418,326    447,067    439,467    426,216 
Subordinated liabilities   19,831    23,312    26,042    32,312    34,092 
Loans and advances to customers   457,958    455,175    482,704    492,952    516,764 
Total assets1   817,793    806,688    854,896    842,380    933,064 
Share information                         
Basic earnings (loss) per ordinary share   2.4p   0.8p   1.7p    (1.2)p   (2.1)p
Diluted earnings (loss) per ordinary share   2.4p    0.8p    1.6p    (1.2)p   (2.1)p
Net asset value per ordinary share   59.8p    57.9p    60.7p    54.6p    59.5p 
Dividends per ordinary share2,4   3.05p    2.75p    0.75p    –    – 
Equivalent cents per share2,4,5   3.84c   4.03c    1.16c    –    – 
Market price per ordinary share (year end)   62.5p    73.1p    75.8p    78.9p    47.9p
Number of shareholders (thousands)   2,510    2,563    2,626    2,681    2,733 
Number of ordinary shares in issue (millions)6   71,374    71,374    71,374    71,368    70,343 
Financial ratios (%)7                         
Dividend payout ratio8   124.9    359.3    45.1    –    – 
Post-tax return on average shareholders’ equity   4.1    1.3    2.9    (2.0)   (3.3)
Post-tax return on average assets   0.26    0.11    0.17    (0.09)   (0.14)
Average shareholders’ equity to average assets   5.2    5.1    4.7    4.7    4.6 
Cost:income ratio9   73.1    88.3    84.7    82.9    77.9 
Capital ratios (%)10,11,12                         
Total capital   21.2    21.5    22.0    20.8    17.3 
Tier 1 capital   16.8    16.4    16.5    14.5    13.8 
Common equity tier 1 capital/Core tier 1 capital   13.4    12.8    12.8    14.0    12.0 

 

1Restated, where appropriate, in 2013 for IAS 19 (Revised) and IFRS 10.
  
2Annual dividends comprise both interim and estimated final dividend payments. The total dividend for the year represents the interim dividend paid during the year and the final dividend, which is paid and accounted for in the following year.
  
3Dividends for the year in 2016 include a recommended special dividend totalling £356 million; dividends for the year in 2015 included a special dividend totalling £357 million.
  
4Dividends per ordinary share in 2016 include a recommended special dividend of 0.5 pence; dividends per ordinary share in 2015 included a special dividend of 0.5 pence.
  
5Translated into US dollars at the Noon Buying Rate on the date each payment was made, with the exception of the final and special dividends in respect of 2016, which have been translated at the Noon Buying Rate on 24 February 2017.
  
6This figure excludes the limited voting ordinary shares owned by the Lloyds Bank Foundations.
  
7Averages are calculated on a monthly basis from the consolidated financial data of Lloyds Banking Group.
  
8Total dividend for the year divided by earnings attributable to ordinary shareholders adjusted for tax relief on distributions to other equity holders.
  
9The cost:income ratio is calculated as total operating expenses as a percentage of total income (net of insurance claims).
  
10Capital ratios for 2012 were not restated to reflect the adoption of IAS 19 (Revised) in 2013.
  
11Capital ratios for 2013 and earlier years are in accordance with the modified Basel II framework as implemented by the PRA.
  
12 Capital ratios for 2014, 2015 and 2016 are in accordance with the CRD IV rules implemented by the PRA on 1 January 2014.
3

EXCHANGE RATES

 

In this annual report, unless otherwise indicated, all amounts are expressed in pounds sterling. For the months shown the US dollar high and low Noon Buying Rates per pound sterling were:

 

   2017   2016   2016   2016   2016   2016 
   January   December   November   October   September   August 
US dollars per pound sterling:                              
High   1.26    1.27    1.25    1.28    1.34    1.33 
Low   1.21    1.22    1.22    1.22    1.30    1.29 

 

For each of the years shown, the average of the US dollar Noon Buying Rates per pound sterling based on the last day of each month was:

 

           2016   2015   2014   2013   2012 
US dollars per pound sterling:                                 
Average           1.34    1.53    1.65    1.57    1.59 

 

On 24 February 2017, the latest practicable date, the US dollar Noon Buying Rate was $1.2499 = £1.00. Lloyds Banking Group makes no representation that amounts in pounds sterling have been, could have been or could be converted into US dollars at that rate or at any of the above rates.

 

BUSINESS

 

HISTORY AND DEVELOPMENT OF LLOYDS BANKING GROUP

 

The history of the Group can be traced back to the 18th century when the banking partnership of Taylors and Lloyds was established in Birmingham, England. Lloyds Bank Plc was incorporated in 1865 and during the late 19th and early 20th centuries entered into a number of acquisitions and mergers, significantly increasing the number of banking offices in the UK. In 1995, it continued to expand with the acquisition of the Cheltenham and Gloucester Building Society (C&G).

 

TSB Group plc became operational in 1986 when, following UK Government legislation, the operations of four Trustee Savings Banks and other related companies were transferred to TSB Group plc and its new banking subsidiaries. By 1995, the TSB Group had, either through organic growth or acquisition, developed life and general insurance operations, investment management activities, and a motor vehicle hire purchase and leasing operation to supplement its retail banking activities.

 

In 1995, TSB Group plc merged with Lloyds Bank Plc. Under the terms of the merger, the TSB and Lloyds Bank groups were combined under TSB Group plc, which was re-named Lloyds TSB Group plc, with Lloyds Bank Plc, which was subsequently re-named Lloyds TSB Bank plc, the principal subsidiary. In 1999, the businesses, assets and liabilities of TSB Bank plc, the principal banking subsidiary of the TSB Group prior to the merger, and its subsidiary Hill Samuel Bank Limited were vested in Lloyds TSB Bank plc, and in 2000, Lloyds TSB Group acquired Scottish Widows. In addition to already being one of the leading providers of banking services in the UK, the acquisition of Scottish Widows also positioned Lloyds TSB Group as one of the leading suppliers of long-term savings and protection products in the UK.

 

The HBOS Group had been formed in September 2001 by the merger of Halifax plc and Bank of Scotland. The Halifax business began with the establishment of the Halifax Permanent Benefit Building Society in 1852; the society grew through a number of mergers and acquisitions including the merger with Leeds Permanent Building Society in 1995 and the acquisition of Clerical Medical in 1996. In 1997 the Halifax converted to plc status and floated on the London stock market. Bank of Scotland was founded in July 1695, making it Scotland’s first and oldest bank.

 

On 18 September 2008, with the support of the UK Government, the boards of Lloyds TSB Group plc and HBOS plc announced that they had reached agreement on the terms of a recommended acquisition by Lloyds TSB Group plc of HBOS plc. The shareholders of Lloyds TSB Group plc approved the acquisition at the Company’s general meeting on 19 November 2008. On 16 January 2009, the acquisition was completed and Lloyds TSB Group plc changed its name to Lloyds Banking Group plc.

 

Pursuant to two placing and open offers which were completed by the Company in January and June 2009 and the Rights Issue completed in December 2009, the UK Government acquired 43.4 per cent of the Company’s issued ordinary share capital; through sales of shares in September 2013 and March 2014 and the impact of a trading plan with Morgan Stanley & Co. International plc (Morgan Stanley), this had reduced to 9.9 per cent by 31 December 2015.

 

UKFI announced on 7 October 2016 that it intended to continue to sell Her Majesty’s Treasury’s (HMT) shareholding in Lloyds Banking Group plc over the next 12 months through a pre-arranged trading plan managed by Morgan Stanley. Under the trading plan, Morgan Stanley has full discretion to effect a measured and orderly sell down of shares in Lloyds Banking Group plc on behalf of HMT. The trading plan commenced on 7 October and will terminate no later than 6 October 2017. HMT has instructed Morgan Stanley that (a) up to, but no more than, 15 per cent of the aggregate total trading volume in Lloyds Banking Group plc may be sold over the duration of the trading plan, and (b) shares may not be sold under the trading plan below a certain price per share that UKFI and HMT have determined represents fair value currently and continues to deliver value for money for the UK taxpayer. As at 22 February 2017, HMT owned approximately 2.8 billion ordinary shares in Lloyds Banking Group plc, which represents less than 4 per cent of the issued ordinary share capital.

 

Pursuant to its decision approving state aid to the Group, the European Commission required the Group to dispose of a retail banking business meeting minimum requirements for the number of branches, share of the UK personal current accounts market and proportion of the Group’s mortgage assets. Following disposals in 2014, the Group retained an interest of approximately 50 per cent in TSB as at 31 December 2014. The Group sold its remaining interest in TSB to Banco de Sabadell (Sabadell) in 2015, with the acquisition becoming unconditional in all respects on 30 June 2015 following the receipt of all relevant regulatory clearances.

4

BUSINESS

 

STRATEGY OF LLOYDS BANKING GROUP

 

The Group is a leading provider of financial services to individual and business customers in the UK. The Group’s main business activities are retail and commercial banking, and long-term savings, protection and investment. Services are provided through a number of well recognised brands including Lloyds Bank, Halifax, Bank of Scotland and Scottish Widows and through a range of distribution channels, including the largest branch network and digital bank in the UK.

 

The Group operates a simple, low-risk, customer focused retail and commercial banking business primarily in the UK. The Group’s corporate strategy is built around being the best bank for individual and business customers across the UK and creating value by investing in areas that make a real difference to these customers.

 

Following the successful delivery of the Group’s 2011 strategy that underpinned the Group’s low cost, low risk, customer focused, UK retail and commercial banking business model, the Group outlined the next phase of its strategy in October 2014. The Group’s strategy is focused upon delivering value and high quality experiences for customers alongside superior and sustainable financial performance within a prudent risk and conduct framework. This will be achieved through three strategic priorities which will be consistently applied across all divisions:

 

CREATING THE BEST CUSTOMER EXPERIENCE

 

The Group’s ambition is to create the best customer experience through its multi brand, multi channel approach, combining comprehensive online and mobile capabilities with face to face services. This involves transforming the Group’s digital presence while sustaining extensive customer reach through a branch network focused on delivering high quality service and the right outcomes for customers.

 

BECOMING SIMPLER AND MORE EFFICIENT

 

The Group is focused on creating operational capability which is simpler and more efficient and will become more responsive to changing customer expectations while maintaining its cost leadership amongst UK high street banks. This includes a second phase of the Simplification programme to achieve run-rate savings of £1.4 billion per annum by the end of 2017. In order to achieve these savings, the Group will invest around £2.2 billion over three years on initiatives to simplify processes and increase automation.

 

DELIVERING SUSTAINABLE GROWTH

 

The Group will seek Group-wide growth opportunities whilst maintaining its prudent risk appetite. This will be achieved by maintaining market leadership in its retail business lines while also focusing on areas where the Group is currently under represented.

 

SUMMARY

 

The Group’s purpose is to help Britain prosper. The Group is creating a simpler, more agile, efficient and responsive customer focused organisation which operates sustainably and responsibly. The achievement of our strategy could not happen without the support of our colleagues. We are therefore committed to ‘building the best team’ to create a high performance organisation. The Group believes that the successful execution of its strategy will enable delivery of superior and sustainable returns for shareholders.

 

BUSINESS AND ACTIVITIES OF LLOYDS BANKING GROUP

 

At 31 December 2016 the Group’s activities were organised into four financial reporting segments: Retail; Commercial Banking; Consumer Finance and Insurance.

 

Further information on the Group’s segments is set out on pages 28 to 34 and in note 4 to the financial statements.

 

MATERIAL CONTRACTS

 

The Company and its subsidiaries are party to various contracts in the ordinary course of business.

5

BUSINESS

 

ENVIRONMENTAL MATTERS

 

MANAGING AND REDUCING OUR ENVIRONMENTAL IMPACTS

 

The Group’s ability to help Britain prosper is inextricably linked to wider environmental issues. Man-made climate change and global trends, such as resource scarcity, extreme weather and rising energy and commodity prices, have an impact on the Group’s its own operations and stakeholders. The Group is committed to managing its direct environmental impact and reducing its greenhouse gas emissions. The Group manages its impacts through its Environmental Action Plan, which focuses on reducing risk and creating value through improved efficiency.

 

Emissions

This year the Group’s overall carbon emissions, measured in CO2 equivalent tonnes (CO2e), have decreased by 12.95 per cent year-on-year and by 38.83 per cent against the Group’s 2009 baseline. This is mainly attributable to the reduction in consumption of gas and electricity (which make up the largest proportion of the Group’s emissions) and the Group’s energy optimisation programme.

 

CO2e emissions

   Oct 2015 –  Oct 2014 –   Oct 2013 – Sept 
   Sept 2016  Sept 20151   20141 
Total CO2 e tonnes   344,316   395,554    437,721 
Total scope 1   52,438   57,255    59,856 
Total scope 2   205,127   239,721    261,623 
Total scope 3   86,752   98,579    116,242 

 

1Restated 2013/2014 and 2014/2015 emissions data to improve the accuracy of reporting, using actual data to replace estimations.

 

Emissions in tonnes CO2e in line with the GHG Protocol Corporate Standard (2004). The Group is in the process of transitioning to the revised Scope 2 guidance.

 

Criteria used to measure and report Scope 1, 2, 3 emissions is provided in the Lloyds Banking Group Reporting Criteria statement available online at www.lloydsbankinggroup.com/ResponsibleBusiness.

 

Scope 1 emissions include mobile and stationary combustion of fuel and operation of facilities.

 

Scope 2 emissions have been calculated using a location based methodology, as set out by the GHG Protocol.

 

Indicator is subject to limited ISAE3000 (revised) assurance by Deloitte LLP for the 2016 Annual Responsible Business Reporting. Deloitte’s 2016 assurance statement and the 2016 Reporting Criteria are available online at www.lloydsbankinggroup.com/RBdownloads.

 

Supporting the low carbon economy

The Group continues to develop products and services to support customers’ transition to a lower carbon, more resource efficient economy. Since 2014 the Group has launched two Environmental, Social and Governance (ESG) bonds totalling £500 million. Lloyds Bank became the first UK bank to develop an ESG deposit scheme in response to client demand to invest in products that create positive ESG impacts.

 

In March 2016 Lloyds Bank launched its innovative £1 billion Green Loan Initiative for commercial real estate lending. The initiative – the first of its kind in the UK – provides clients with loans at discounted margins to help incentivise energy efficiency and finance investment in green buildings. The Group completed the first tranche of deals in the second half of 2016, totalling £72 million, and has helped borrowers like HPH, a Bath-based property company with a diverse property portfolio, to fund energy efficiency projects. The Group has now set a target in its Helping Britain Prosper Plan to fund 10 million square feet of commercial real estate to become more energy efficient by 2020, the equivalent of seven London Shards.

 

In 2016 the Group’s UK-based team was responsible for financing renewable projects with a combined capacity of more than 1.78GW. Globally, the Group’s investments in renewable energy are in excess of 7.4GW in capacity and cover solar, offshore and onshore wind, waste to energy and biomass.

 

In 2016 Lloyds Bank played a key part in financing a major offshore wind farm off the Norfolk coast, with operations in Grimsby. Race Bank will provide enough energy to power 400,000 homes with a potential capacity of 573MW. It is anticipated the project, when in operation, will create more than 100 jobs associated with building and maintaining turbines for the Humber region.

 

PROPERTIES

 

At 31 December 2016, Lloyds Banking Group occupied 2,221 properties in the UK. Of these, 543 were held as freeholds and 1,678 as leasehold. The majority of these properties are retail branches, widely distributed throughout England, Scotland, Wales and Northern Ireland. Other buildings include the Lloyds Banking Group’s head office in the City of London with other customer service and support centres located to suit business needs but clustered largely in eight core geographic conurbations – London, Edinburgh, Glasgow, Midlands (Birmingham), Northwest (Chester and Manchester), West Yorkshire (Halifax and Leeds), South (Brighton and Andover) and Southwest (Bristol and Cardiff).

 

In addition, there are 155 properties which are either sub-let or vacant. There are also a number of ATM units situated throughout the UK, the majority of which are held as leasehold. The Group also has business operations elsewhere in the world, primarily holding property on a leasehold basis.

 

LEGAL ACTIONS AND REGULATORY MATTERS

 

During the ordinary course of business the Group is subject to threatened or actual legal proceedings and regulatory reviews and investigations both in the UK and overseas. Set out below is a summary of the more significant matters.

 

PAYMENT PROTECTION INSURANCE

 

The Group increased the provision for PPI costs by a further £1,350 million in 2016, bringing the total amount provided to £17,375 million.

 

The charge to the provision in 2016 was largely driven by a higher total volume of complaints expected as a result of the Financial Conduct Authority’s (FCA) industry deadline being extended to the end of August 2019 as well as changes to the rules and guidance that should apply when firms handle PPI complaints in light of the UK Supreme Court’s decision in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 (Plevin). Final rules and guidance were published by the FCA on 2 March 2017 (PS 17/3).

6

BUSINESS

 

As at 31 December 2016, a provision of £2,608 million remained unutilised relating to complaints and associated administration costs. Total cash payments were £2,200 million during the year to 31 December 2016. Spend continues to reduce following the completion of the re-review of previously handled cases (remediation).

 

The provision is consistent with total expected reactive complaint volumes of 5.2 million (including complaints falling under the Plevin rules and guidance) in light of the FCA Policy Statement PS 17/3. Weekly complaint levels in the second half of 2016 have been approximately 8,300 versus approximately 8,600 in the first half, and are expected to vary significantly through to the industry deadline, now confirmed to be August 2019.

 

SENSITIVITIES

 

The Group estimates that it has sold approximately 16 million PPI policies since 2000. These include policies that were not mis-sold and those that have been successfully claimed upon. Since the commencement of the PPI redress programme in 2011 the Group estimates that it has contacted, settled or provided for approximately 50 per cent of the policies sold since 2000.

 

The total amount provided for PPI represents the Group’s best estimate of the likely future cost. However a number of risks and uncertainties remain in particular with respect to future volumes. The cost could differ from the Group’s estimates and the assumptions underpinning them, and could result in a further provision being required. There is significant uncertainty around the impact of the regulatory changes, FCA media campaign and Claims Management Companies and customer activity.

 

Key metrics and sensitivities are highlighted in the table below:

    Actuals   Anticipated    
Sensitivities (exclude claims where no PPI policy was held)   to date   future3   Sensitivity3
Customer initiated complaints since origination (m)1   3.9   1.3   0.1 = £190m
Average uphold rate per policy2   74%   89%   1% = £35m
Average redress per upheld policy2   £1,700   £1,250   £100 = £150m
Administrative expenses (£m)   3,190   490   1 case = £375

 

1Sensitivity includes complaint handling costs.
  
2Actuals to date are based on the last six months to 31 December 2016.
  
3Anticipated future and sensitivities are impacted by a proportion of complaints and re-complaints falling under the Plevin rules and guidance in light of the FCA Policy Statement PS 17/3.

 

PACKAGED BANK ACCOUNTS

 

In the year ended 31 December 2016 the Group has provided an additional £280 million in respect of complaints relating to alleged mis-selling of packaged bank accounts raising the total amount provided to £505 million. As at 31 December 2016, £215 million of the provision remained unutilised. The total amount provided represents the Group’s best estimate of the likely future cost, however a number of risks and uncertainties remain in particular with respect to future volumes.

 

ARREARS HANDLING RELATED ACTIVITIES

 

Following a review of the Group’s secured and unsecured arrears handling activities, the Group has put in place a number of actions to further improve its handling of customers in these areas. As a result, the Group has provided an additional £261 million in the year ended 31 December 2016 (bringing the total provision to £397 million), for the costs of identifying and rectifying certain arrears management fees and activities. As at 31 December 2016, the unutilised provision was £383 million (31 December 2015: £136 million).

 

CUSTOMER CLAIMS IN RELATION TO INSURANCE BRANCH BUSINESS IN GERMANY

 

The Group continues to receive claims in Germany from customers relating to policies issued by Clerical Medical Investment Group Limited (subsequently renamed Scottish Widows Limited). The German industry-wide issue regarding notification of contractual ‘cooling off’ periods has continued to lead to an increasing number of claims in 2016. Accordingly a provision increase of £94 million was recognised in the year ended 31 December 2016 giving a total provision of £639 million; the remaining unutilised provision as at 31 December 2016 is £168 million (31 December 2015: £124 million). The validity of the claims facing the Group depends upon the facts and circumstances in respect of each claim. As a result the ultimate financial effect, which could be significantly different from the current provision, will be known only once all relevant claims have been resolved.

 

PROVISIONS FOR OTHER LEGAL ACTIONS AND REGULATORY MATTERS

 

In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and other governmental authorities on a range of matters. The Group also receives complaints and claims from customers in connection with its past conduct and, where significant, provisions are held against the costs expected to be incurred as a result of the conclusions reached. In the year ended 31 December 2016, the Group charged an additional £450 million in respect of matters across all divisions. At 31 December 2016, the Group held unutilised provisions totalling £573 million for these other legal actions and regulatory matters.

 

INTERCHANGE FEES

 

With respect to multi-lateral interchange fees (MIFs), the Group is not directly involved in the ongoing investigations and litigation (as described below) which involve card schemes such as Visa and MasterCard. However, the Group is a member of Visa and MasterCard and other card schemes.

 

–The European Commission continues to pursue certain competition investigations into MasterCard and Visa probing, amongst other things, MIFs paid in respect of cards issued outside the EEA;
  
–Litigation continues in the English Courts against both Visa and MasterCard. This litigation has been brought by several retailers who are seeking damages for allegedly ‘overpaid’ MIFs. From publicly available information, it is understood these damages claims are running to different timescales with respect to the litigation process. It is also possible that new claims may be issued.
  
–Any ultimate impact on the Group of the above investigations and the litigation against Visa and MasterCard remains uncertain at this time.
7

BUSINESS

 

Visa Inc completed its acquisition of Visa Europe on 21 June 2016. The Group’s share of the sale proceeds comprised cash consideration of approximately £330 million (of which approximately £300 million was received on completion of the sale and £30 million is deferred for three years) and preferred stock, which the Group measures at fair value. The preferred stock is convertible into Class A Common Stock of Visa Inc or its equivalent upon the occurrence of certain events. As part of this transaction, the Group and certain other UK banks also entered into a Loss Sharing Agreement (LSA) with Visa Inc, which clarifies the allocation of liabilities between the parties should the litigation referred to above result in Visa Inc being liable for damages payable by Visa Europe. The maximum amount of liability to which the Group may be subject under the LSA is capped at the cash consideration which was received by the Group at completion. Visa Inc may also have recourse to a general indemnity, currently in place under Visa Europe’s Operating Regulations, for damages claims concerning inter or intra-regional MIF setting activities.

 

LIBOR AND OTHER TRADING RATES

 

In July 2014, the Group announced that it had reached settlements totalling £217 million (at 30 June 2014 exchange rates) to resolve with UK and US federal authorities legacy issues regarding the manipulation several years ago of Group companies’ submissions to the British Bankers’ Association (BBA) London Interbank Offered Rate (LIBOR) and Sterling Repo Rate. The Group continues to cooperate with various other government and regulatory authorities, including the Serious Fraud Office, the Swiss Competition Commission, and a number of US State Attorneys General, in conjunction with their investigations into submissions made by panel members to the bodies that set LIBOR and various other interbank offered rates.

 

Certain Group companies, together with other panel banks, have also been named as defendants in private lawsuits, including purported class action suits, in the US in connection with their roles as panel banks contributing to the setting of US Dollar, Japanese Yen and Sterling LIBOR and the Australian BBSW Reference Rate. The lawsuits, which contain broadly similar allegations, allege violations of the Sherman Antitrust Act, the Racketeer Influenced and Corrupt Organizations Act and the Commodity Exchange Act, as well as various state statutes and common law doctrines. Certain of the plaintiffs’ claims, including those asserted under US anti-trust laws, were dismissed by the US Federal Court for Southern District of New York (the District Court). In November 2015 OTC and exchange-based plaintiffs’ claims against the Group were dismissed for lack of personal jurisdiction. On 20 December 2016, the Federal Court for Southern District of New York dismissed all antitrust class action claims against LBG and its affiliates in the Multi District Litigation arising from the alleged manipulation of USD LIBOR. Further appeals in relation to the anti-trust claims remain possible.

 

Certain Group companies are also named as defendants in UK based claims raising LIBOR manipulation allegations in connection with interest rate hedging products.

 

It is currently not possible to predict the scope and ultimate outcome on the Group of the various outstanding regulatory investigations not encompassed by the settlements, any private lawsuits or any related challenges to the interpretation or validity of any of the Group’s contractual arrangements, including their timing and scale.

 

UK SHAREHOLDER LITIGATION

 

In August 2014, the Group and a number of former directors were named as defendants in a claim filed in the English High Court by a number of claimants who held shares in Lloyds TSB Group plc (LTSB) prior to the acquisition of HBOS plc, alleging breaches of duties in relation to information provided to shareholders in connection with the acquisition and the recapitalisation of LTSB. It is currently not possible to determine the ultimate impact on the Group (if any), but the Group intends to defend the claim vigorously.

 

FINANCIAL SERVICES COMPENSATION SCHEME

 

The Financial Services Compensation Scheme (FSCS) is the UK’s independent statutory compensation fund of last resort for customers of authorised financial services firms and pays compensation if a firm is unable or likely to be unable to pay claims against it. The FSCS is funded by levies on the authorised financial services industry. Each deposit-taking institution contributes towards the FSCS levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year, which runs from 1 April to 31 March.

 

Following the default of a number of deposit takers in 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. At 31 March 2016, the end of the latest FSCS scheme year for which it has published accounts, the principal balance outstanding on these loans was £15,655 million (31 March 2015: £15,797 million). Although it is anticipated that the substantial majority of this loan will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the firms that defaulted, any shortfall will be funded by deposit-taking participants of the FSCS. The amount of future levies payable by the Group depends on a number of factors including the amounts recovered by the FSCS from asset sales, the Group’s participation in the deposit-taking market at 31 December, the level of protected deposits and the population of deposit-taking participants.

 

TAX AUTHORITIES

 

The Group provides for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities including open matters where Her Majesty’s Revenue and Customs (HMRC) adopt a different interpretation and application of tax law. The Group has an open matter in relation to a claim for group relief of losses incurred in its former Irish banking subsidiary, which ceased trading on 31 December 2010. In 2013 HMRC informed the Group that their interpretation of the UK rules, permitting the offset of such losses, denies the claim; if HMRC’s position is found to be correct management estimate that this would result in an increase in current tax liabilities of approximately £600 million and a reduction in the Group’s deferred tax asset of approximately £400 million. The Group does not agree with HMRC’s position and, having taken appropriate advice, does not consider that this is a case where additional tax will ultimately fall due. There are a number of other open matters on which the Group is in discussion with HMRC (including the tax treatment of certain costs arising from the divestment of TSB Banking Group plc); none of these is expected to have a material impact on the financial position of the Group.

 

RESIDENTIAL MORTGAGE REPOSSESSIONS

 

In August 2014, the Northern Ireland High Court handed down judgment in favour of the borrowers in relation to three residential mortgage test cases concerning certain aspects of the Group’s practice with respect to the recalculation of contractual monthly instalments of customers in arrears. The FCA is actively engaged with the industry in relation to these considerations. The Group will respond as appropriate to this and any investigations, proceedings, or regulatory action that may in due course be instigated as a result of these issues. The FCA has issued a consultation on new guidance on the treatment of customers with mortgage payment shortfalls. The guidance covers remediation for mortgage customers who may have been affected by the way firms calculate these customers’ monthly mortgage instalments. The output from this consultation is expected in the first quarter of 2017.

8

BUSINESS

 

UPDATE TO THE FINANCIAL CONDUCT AUTHORITY’S ANNOUNCEMENT IN NOVEMBER 2015 ON A DEADLINE FOR PPI COMPLAINTS AND PLEVIN V PARAGON PERSONAL FINANCE LIMITED

 

On 2 August 2016, the Financial Conduct Authority (FCA) published a further consultation paper (CP16/20: Rules and guidance on payment protection insurance complaints: feedback on CP15/39 and further consultation), following on from the original consultation published in November 2015. The consultation papers proposed the introduction of a two year industry deadline by which consumers would need to make their PPI complaints and rules and guidance that should apply when firms handle PPI complaints in light of the UK Supreme Court’s decision in Plevin v Paragon Personal Finance Limited [2014] UKSC 61. On 2 March 2017 the FCA confirmed that the deadline would be 29 August 2019, and new rules for Plevin would come into force in August 2017.

 

MORTGAGE ARREARS HANDLING ACTIVITIES

 

On 26 May 2016, the Group was informed that an enforcement team at the FCA had commenced an investigation in connection with the Group’s mortgage arrears handling activities. This investigation is ongoing and it is currently not possible to make a reliable assessment of the liability, if any, that may result from the investigation.

 

HBOS READING – CUSTOMER REVIEW

 

The Group is commencing a review into a number of customer cases from the former HBOS Impaired Assets Office based in Reading. This review follows the conclusion of a criminal trial in which a number of individuals, including two former HBOS employees, were convicted of conspiracy to corrupt, fraudulent trading and associated money laundering offences which occurred prior to the acquisition of HBOS by the Group in 2009. The review is at an early stage and it is currently not possible to determine the ultimate financial impact on the Group.

 

CONTINGENT LIABILITIES IN RESPECT OF OTHER LEGAL ACTIONS AND REGULATORY MATTERS

 

In addition, during the ordinary course of business the Group is subject to other complaints and threatened or actual legal proceedings (including class or group action claims) brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges, investigations and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to management’s best estimate of the amount required at the relevant balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or because further time is needed properly to assess the merits of the case, and no provisions are held in relation to such matters. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.

 

COMPETITIVE ENVIRONMENT

 

The Group provides financial services to individual and business customers, predominantly in the UK but also overseas. The main business activities of the Group are retail, commercial and corporate banking, general insurance, and life, pensions and investment provision.

 

In the retail banking market, the Group competes with banks and building societies, major retailers and internet-only providers. In the mortgage market, competitors include the traditional banks and building societies and specialist mortgage providers. The Group competes with both UK and foreign financial institutions along with emerging forms of lending in the commercial banking markets and with bancassurance, life assurance and general insurance companies in the UK insurance market.

 

The markets for UK financial services, and the other markets within which the Group operates, are competitive, and management expects such competition to continue or intensify in response to competitor behaviour, including non-traditional competitors, consumer demand, technological changes such as the growth of digital banking, and the impact of regulatory actions and other factors.

 

See Risk Factors – Business and Economic Risks – The Group’s businesses are conducted in competitive environments, with increased competition scrutiny, and the Group’s financial performance depends upon management’s ability to respond effectively to competitive pressures.

 

See Regulation – Competition Regulation.

 

RECENT DEVELOPMENTS

 

CONSOLIDATED FINANCIAL STATEMENTS SET OUT IN THE GROUP’S ANNUAL REPORT AND ACCOUNTS

 

The audited consolidated financial statements set forth in the Group’s Annual Report and Accounts published on 22 February 2017 were approved on 21 February 2017. As discussed in notes 38 and 55 of the audited consolidated financial statements included in this Annual Report on Form 20-F (which were approved on 10 March 2017 and which therefore include the impact of adjusting post balance sheet events up to this date), on 2 March 2017 the FCA confirmed that the deadline by which consumers will need to make their PPI complaints will be 29 August 2019 and that the final rules and guidance that should apply when firms handle PPI complaints in light of Plevin will come into force in August 2017. The Group has reassessed its provisioning in light of this guidance, leading to an additional charge of £350 million, bringing the total charge for the year ended 31 December 2016 to £1,350 million.

9

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The results discussed below are not necessarily indicative of Lloyds Banking Group’s results in future periods. The following information contains certain forward looking statements. For a discussion of certain cautionary statements relating to forward looking statements, see Forward looking statements.

 

The following discussion is based on and should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this annual report. For a discussion of the accounting policies used in the preparation of the consolidated financial statements, see Accounting policies in note 2 to the financial statements.

 

TABLE OF CONTENTS

 

Overview and trend information 11
Critical accounting policies 12
Future accounting developments 12
Results of operations – 2016, 2015 and 2014 13
Line of business information 24
Average balance sheet and net interest income 35
Changes in net interest income – volume and rate analysis 37
Risk overview 38
Risk management 44
Risk governance 50
Credit risk 53
Loan portfolio 75
Risk elements in the loan portfolio 81
Conduct risk 86
Market risk 87
Operational risk 93
Funding and liquidity risk 95
Capital risk 101
Regulatory and legal risk 108
Insurance risk 109
People risk 110
Financial reporting risk 111
Governance risk 111
10

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OVERVIEW AND TREND INFORMATION

 

MARKET OVERVIEW

 

GIVEN THE GROUP’S UK FOCUS, ITS FINANCIAL PERFORMANCE IS INEXTRICABLY LINKED TO THE PERFORMANCE OF THE UK ECONOMY AND ITS REGULATORY AND COMPETITIVE ENVIRONMENT

 

ECONOMIC ENVIRONMENT

 

RESILIENT UK ECONOMY POST REFERENDUM

 

During 2016 the UK economy performed broadly in line with market expectations at the start of the year despite the decision to leave the European Union and significant changes in the political landscape, both in the UK and abroad.

 

Although post referendum most forecasters were predicting a reduction in growth, in practice growth has been resilient and the UK economy is estimated to have grown by 2 per cent in 2016, just shy of 2.2 per cent in 2015. Business and consumer confidence did fall immediately post referendum, but most of this has now been recovered and consumers’ retail spending growth actually accelerated in the months after the referendum.

 

Manufacturers are expecting exports to benefit from the weaker pound, but confidence in the service sector has weakened. Towards the end of 2016 inflation started to rise and is likely to become a bigger headwind to consumers’ spending growth through the coming year.

 

UK house prices increased by around 7 per cent during the year, largely driven by strong growth in the first quarter. Prices have continued to increase, albeit at slower rates, during the rest of the year in almost all geographic areas, although the most expensive parts of London have seen some reductions over the last six months.

 

GROWTH IN THE GROUP’S MARKETS

 

Household and business deleveraging since 2009 has created capacity for an increased pace of borrowing and the markets in which the Group operates continued to grow in 2016. Specifically:

 

–Mortgage market growth increased to 3 per cent, from 2.7 per cent in 2015, the strongest since 2007, and although buy-to-let growth was impacted by the change in stamp duty policy in April, it still grew significantly faster than the market as a whole
  
–Unsecured consumer credit growth rose to 8 per cent led by motor finance. Although the strongest growth since before the financial crisis, the level of unsecured debt remains close to a 20 year low relative to households’ income

 

 

–Business borrowing from banks increased by 2 per cent, the first growth since 2008, and SMEs by 2 per cent also
  
–Household deposit growth rose to 6 per cent, the strongest since 2008
  
–Business deposit growth weakened, to 6 per cent, but remains strong after three years of elevated growth and a very high level of liquidity

 

INTEREST RATES LOW FOR LONGER

 

Interest rates remain at historical lows with the base rate having been cut to 0.25 per cent in August, and are expected to remain low in the foreseeable future. Market rates currently imply an increase to the base rate to 0.5 per cent during 2018, and to 0.75 per cent a year later. This flattening of the yield curve along with continued competition has meant bank margins remain under pressure. Significant competition has meant lending rates across the market remain low, particularly in mortgages, although deposit rates have fallen further during the year, offsetting the impact of lower lending rates.

 

IMPAIRMENT EXPECTED TO REMAIN BENIGN

 

Improving indebtedness, along with the continued low interest rate environment, is continuing to keep impairment levels low and they remain below through-the-cycle levels.

 

The expected mild rise in unemployment is likely to lead to an increase in impairment from the very low level of 2016, but it should remain low over the longer term.

11

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OUTLOOK FOR 2017

 

How the economy evolves in 2017 is highly dependent on the type of EU-exit deal that companies expect to be achieved in 2019, how deeply that impacts investment and employment plans, and how much squeezed consumer spending power is offset by improved competitiveness of exports following the fall in sterling. Each of these carries a high degree of uncertainty.

 

The UK economic environment will also continue to be impacted by global uncertainties including the slowdown in China, European elections and the global trade environment, particularly in light of the recent US presidential election.

 

The consensus expectation is that UK GDP growth will slow from 2 per cent in 2016 to 1.6 per cent in 2017, and unemployment will remain low, but will rise from 4.9 per cent at the end of 2016 to 5.2 per cent at the end of 2017. House prices are expected to continue to rise, by around 3 per cent, supported by the ongoing shortage of property for sale, low levels of housebuilding and exceptionally low interest rates, while commercial real estate prices are expected to fall by 4 per cent.

 

If the economy evolves in line with this consensus view, the Group would expect growth across its markets to remain broadly stable in aggregate, with a mild weakening in the growth of unsecured consumer credit and commercial real estate lending offset by a marginal rise in mortgages and other lending to businesses.

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates.

 

The accounting policies that are deemed critical to the Group’s results and financial position, based upon materiality and significant judgements and estimates, are set out in note 3 to the financial statements.

 

FUTURE ACCOUNTING DEVELOPMENTS

 

Future developments in relation to the Group’s IFRS reporting are discussed in note 56 to the financial statements.

12

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

RESULTS OF OPERATIONS – 2016, 2015 AND 2014

 

SUMMARY

 

   2016   2015   2014 
   £m   £m   £m 
Net interest income   9,274    11,318    10,660 
Other income   30,337    11,832    19,232 
Total income   39,611    23,150    29,892 
Insurance claims   (22,344)   (5,729)   (13,493)
Total income, net of insurance claims   17,267    17,421    16,399 
Operating expenses   (12,627)   (15,387)   (13,885)
Trading surplus   4,640    2,034    2,514 
Impairment   (752)   (390)   (752)
Profit before tax   3,888    1,644    1,762 
Taxation   (1,724)   (688)   (263)
Profit for the year   2,164    956    1,499 
                
Profit attributable to ordinary shareholders   1,651    466    1,125 
Profit attributable to other equity holders1   412    394    287 
Profit attributable to equity holders   2,063    860    1,412 
Profit attributable to non-controlling interests   101    96    87 
Profit for the year   2,164    956    1,499 

 

1The profit after tax attributable to other equity holders of £412 million (2015: £394 million; 2014: £287 million) is partly offset in reserves by a tax credit attributable to ordinary shareholders of £91 million (2015: £80 million; 2014: £62 million).

 

2016 COMPARED WITH 2015

 

During the year ended 31 December 2016, the Group recorded a profit before tax of £3,888 million compared with a profit before tax in 2015 of £1,644 million. The result in 2016 included provisions in respect of redress to customers (together with the related administrative costs) associated with both past sales of Payment Protection Insurance and other matters of £2,435 million (of which £2,374 million is charged within operating expenses and £61 million against income) compared to a charge of £4,837 million in the year ended 31 December 2015. Excluding these charges from both years, profit before tax was £158 million, or 2 per cent, lower at £6,323 million in the year ended 31 December 2016 compared to £6,481 million in the previous year. The comparison of results for 2016 to 2015 is also impacted by the sale of TSB Banking Group plc (TSB), which ceased to be consolidated in March 2015, with the sale of the Group’s remaining holding becoming unconditional on 30 June 2015. The Group recognised a net loss of £660 million in 2015, relating to both the disposal of its shareholding and commitments under agreements entered into with TSB. After taking this item into account there has been a reduction in profit before tax of £818 million.

 

Total income increased by £16,461 million, or 71 per cent, to £39,611 million in 2016 compared with £23,150 million in 2015, comprising an £18,505 million increase in other income partly offset by a decrease of £2,044 million in net interest income.

 

Net interest income was £9,274 million in 2016; a decrease of £2,044 million, or 18 per cent compared to £11,318 million in 2015. There was a negative impact of £1,813 million in 2016 from an increase in the amounts payable to unit holders in those Open-Ended Investment Companies (OEICs) included in the consolidated results of the Group, reflecting different levels of investment returns on the assets held by the OEICs; the change in population of consolidated OEICs in 2016 compared to 2015 did not have a significant impact. After adjusting for this, net interest income was £231 million, or 2 per cent lower, of which £592 million related to TSB which was sold in 2015. Average interest-earning assets fell as a result of decreases in average UK mortgage balances and in the portfolio of assets which are outside of the Group’s risk appetite, as well as a reduction of some £5 billion as result of the sale of TSB, more than offsetting growth in small business and unsecured personal lending. Net interest margin improved, excluding the impact of amounts payable to OEIC unitholders.

 

Other income was £18,505 million higher at £30,337 million in 2016 compared to £11,832 million in 2015. Fee and commission income was £207 million, or 6 per cent, lower at £3,045 million compared to £3,252 million in 2015. Fee and commission expense decreased by £86 million, or 6 per cent, to £1,356 million compared with £1,442 million in 2015. The decrease in net fee and commission income largely reflects lower levels of current account and credit and debit card fees as well as reduced income from commercial banking activities. Net trading income increased by £14,831 million to £18,545 million in 2016 compared to £3,714 million in 2015; this increase reflected an improvement of £14,797 million in gains on policyholder investments held within the insurance business as a result of market conditions over 2016 relative to those in 2015. Insurance premium income was £3,276 million, or 68 per cent, higher at £8,068 million in 2016 compared with £4,792 million in 2015; there was an increase of £3,289 million in life insurance premiums and a £13 million decrease in general insurance premiums. Premium income in 2015 had been reduced by a charge of £1,959 million relating to the recapture by a third party insurer of a portfolio of policies previously reassured with the Group; excluding this item life insurance premium income was £1,330 million, or 23 per cent, higher at £7,210 million in 2016 compared to £5,880 million in 2015, principally reflecting growth in bulk annuity business. Other operating income was £519 million higher at £2,035 million in 2016 compared to £1,516 million in 2015 as a gain of £484 million on sale of the Group’s investment in VISA Europe and an improvement in income from the value of in-force insurance business more than offset a loss on redemption of the Group’s Enhanced Capital Notes.

 

Insurance claims expense was £16,615 million higher at £22,344 million in 2016 compared to £5,729 million in 2015. The insurance claims expense in respect of life and pensions business was £16,619 million higher at £21,978 million in 2016 compared to £5,359 million in 2015; this increase was matched by a similar improvement in net trading income, reflecting the relative performance of policyholder investments. Insurance claims in respect of general insurance business were £4 million or 1 per cent, lower at £366 million in 2016 compared to £370 million in 2015.

13

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Operating expenses decreased by £2,760 million, or 18 per cent to £12,627 million in 2016 compared with £15,387 million in 2015; the main reason for the decrease being the £2,463 million reduction in charges for redress payments to customers in respect of PPI and other conduct related matters from £4,837 million in 2015 to £2,374 million in 2016 and a charge of £665 million in 2015 in relation to the disposal of TSB. Excluding these items from both years, operating expenses were £368 million, or 4 per cent, higher at £10,253 million in 2016 compared to £9,885 million in 2015. Staff costs were £140 million, or 3 per cent, higher at £4,817 million in 2016 compared with £4,677 million in 2015; although annual pay rises have been more than offset by the impact of headcount reductions resulting from the sale of TSB and the Group’s rationalisation programmes, there has been an increase in severance costs in relation to restructuring initiatives. Premises and equipment costs were £43 million or 6 per cent, lower at £672 million in 2016 compared with £715 million in 2015. Other expenses, excluding the charge relating to the TSB disposal, were £3 million higher at £2,384 million in 2016 compared with £2,381 million in 2015. Depreciation and amortisation costs were £268 million, or 13 per cent, higher at £2,380 million in 2016 compared to £2,112 million in 2015, in line with increased asset balances, particularly operating lease assets and capitalised software.

 

Impairment losses increased by £362 million, or 93 per cent, to £752 million in 2016 compared with £390 million in 2015. Impairment losses in respect of loans and advances to customers were £149 million, or 34 per cent, higher at £592 million in 2016 compared with £443 million in 2015; this reflects a lower level of releases and recoveries rather than a deterioration in quality of the underlying portfolio. There was a credit of £13 million in respect of undrawn commitments in 2016, compared to a credit of £55 million in 2015. In addition there was an impairment charge of £173 million in respect of certain equity investments in the Group’s available-for-sale portfolio.

 

In 2016, the Group recorded a tax charge of £1,724 million compared to a tax charge of £688 million in 2015, an effective tax rate of 44 per cent, compared to the standard UK corporation tax rate of 20 per cent, principally as a result of the banking surcharge, restrictions on the deductibility of conduct provisions and the negative impact on the net deferred tax asset of both the change in corporation tax rate and the expected utilisation by the life business.

 

Total assets were £11,105 million, or 1 per cent, higher at £817,793 million at 31 December 2016 compared to £806,688 million at 31 December 2015. Cash and balances at central banks were £10,965 million, or 19 per cent, lower at £47,452 million compared to £58,417 million at 31 December 2015, reflecting fewer opportunities for the favourable placement of funds and trading and other assets at fair value through profit or loss were £10,638 million, or 8 per cent, higher at £151,174 million compared to £140,536 million at 31 December 2015, principally due to increases in the long-term insurance and investment funds. Loans and advances to customers were £2,783 million, or 1 per cent, higher at £457,958 million at 31 December 2016 compared to £455,175 million at 31 December 2015; the continued reduction in the portfolio of assets which are outside of the Group’s risk appetite and lower UK mortgage balances, as the Group concentrates on protecting margin in the current market, were more than offset by an £8,304 million increase in reverse repurchase agreement balances together with growth in SME lending and the UK consumer finance business. Available-for-sale financial assets were £23,492 million, or 71 per cent, higher at £56,524 million compared to £33,032 million at 31 December 2015; during 2016, the Group reviewed its holding of government securities classified as held-to-maturity (£19,808 million at 31 December 2015) in light of the prevailing low interest rate environment and they have been reclassified as available-for-sale. Total liabilities were £9,620 million, or 1 per cent, higher at £769,328 million at 31 December 2016 compared to £759,708 million at 31 December 2015. Debt securities in issue were £5,742 million, or 7 per cent, lower at £76,314 million compared to £82,056 million at 31 December 2015, reflecting reduced funding requirements; however Insurance and investment contract liabilities were, together, £11,431 million, or 11 per cent, higher at £114,502 million, compared to £103,071 million at 31 December 2015, in line with the increase in investment assets. Subordinated liabilities were £3,481 million or 15 per cent, lower at £19,831 million compared to £23,312 million at 31 December 2015 as a result of redemptions during the year, including the Group’s Enhanced Capital Notes. Total equity was £1,485 million, or 3 per cent, higher at £48,465 million at 31 December 2016 compared to £46,980 million at 31 December 2015; this reflected positive revaluation movements in the available-for-sale and cash flow hedging reserves.

 

The Group has strengthened its capital position, with a common equity tier 1 ratio of 13.4 per cent (31 December 2015: 12.8 per cent), largely driven by the increase in profits and a reduction in risk-weighted assets. The total capital ratio reduced to 21.2 per cent (31 December 2015: 21.5 per cent) primarily reflecting managed reductions in Tier 2 loan stock, largely through calls and redemptions, offset by the increase in common equity tier 1 capital and the reduction in risk-weighted assets.

 

Risk-weighted assets reduced by £7,399 million, or 3 per cent, to £215,446 million at 31 December 2016 compared to £222,845 million at 31 December 2015, largely relating to active portfolio management, disposals, an improvement in credit quality and capital efficient securitisation activity, partially offset by model updates related to UK mortgage portfolios and foreign exchange movements reflecting the depreciation in Sterling.

 

The Group’s liquidity position remains good, with liquidity coverage ratio (LCR) eligible assets of £121 billion. LCR eligible assets represent over 8 times the Group’s money-market funding with a maturity of less than one year and were in excess of total wholesale funding at 31 December 2016. The Group’s LCR ratio continues to exceed regulatory requirements.

 

The Group has recommended a final ordinary dividend of 1.70 pence per share, together with a capital distribution in the form of a special dividend of 0.5 pence per share. This is in addition to the interim ordinary dividend of 0.85 pence per share that was paid in September 2016.

 

The total ordinary dividend per share for 2016 of 2.55 pence per share has increased by 13 per cent, from 2.25 pence in 2015 and is in line with the Group’s progressive and sustainable ordinary dividend policy. The Group continues to expect ordinary dividends to increase over the medium term with a dividend payout ratio of at least 50 per cent of sustainable earnings.

 

2015 COMPARED WITH 2014

 

During the year ended 31 December 2015, the Group recorded a profit before tax of £1,644 million compared with a profit before tax in 2014 of £1,762 million. The result in 2015 included provisions in respect of redress to customers relating to both past sales of Payment Protection Insurance, associated administrative costs and other matters of £4,837 million compared to a charge of £3,125 million in the year ended 31 December 2014; 2014 also included a past service pension credit of £822 million and a loss of £1,362 million in relation to the exchange and repurchase of Enhanced Capital Notes, neither of which were repeated in 2015. Excluding these items from both years, profit before tax was £1,054 million, or 19 per cent, higher at £6,481 million in the year ended 31 December 2015 compared to £5,427 million in the previous year, reflecting a significant reduction in expenditure in relation to the Group’s Simplification programme and lower impairment charges.

 

The comparison of results for 2015 to 2014 is also impacted by the sale of TSB Banking Group plc (TSB), which ceased to be consolidated in March 2015, with the sale of the Group’s remaining holding becoming unconditional on 30 June 2015. The Group recognised a net loss of £660 million in 2015, relating to both the disposal of its shareholding and commitments under agreements entered into with TSB.

14

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Total income decreased by £6,742 million, or 23 per cent, to £23,150 million in 2015 compared with £29,892 million in 2014, comprising a £7,400 million decrease in other income partly offset by an increase in net interest income.

 

Net interest income was £11,318 million in 2015; an increase of £658 million, or 6 per cent compared to £10,660 million in 2014. There was a positive impact of £358 million in 2015 from a decrease in the amounts payable to unit holders in those Open-Ended Investment Companies (OEICs) included in the consolidated results of the Group, particularly in relation to fixed income securities; the change in population of consolidated OEICs in 2015 compared to 2014 caused an increase of £27 million in this interest expense. After adjusting for this, net interest income was £300 million, or 3 per cent, higher at £11,562 million in 2015 compared to £11,262 million in 2014 reflecting an improvement in margin in the Group’s banking operations, driven by a combination of lower deposit and wholesale funding costs, partly offset by continued pressure on asset prices. Average interest-earning assets fell as a result of the sale of TSB and the continued run down of the portfolio of assets which are outside of the Group’s risk appetite.

 

Other income was £7,400 million, or 38 per cent, lower at £11,832 million in 2015 compared to £19,232 million in 2014. Fee and commission income was £407 million, or 11 per cent, lower at £3,252 million compared to £3,659 million in 2014. Fee and commission expense increased by £40 million, or 3 per cent, to £1,442 million compared with £1,402 million in 2014. The decrease in net fee and commission income largely reflects the disposals of TSB and Scottish Widows Investment Partnership. Net trading income decreased by £6,445 million, or 63 per cent, to £3,714 million in 2015 compared to £10,159 million in 2014; this decrease reflected a reduction of £6,146 million in gains on policyholder investments held within the insurance business as a result of market conditions over 2015 relative to those in 2014. The reduction in trading income within the insurance business was coupled with a small decrease of £266 million in the Group’s other operations. Insurance premium income was £2,333 million, or 33 per cent, lower at £4,792 million in 2015 compared with £7,125 million in 2014; there was a decrease of £2,334 million in life insurance premiums and a £1 million increase in general insurance premiums. Premium income in 2015 has been reduced by a charge of £1,959 million relating to the recapture by a third party insurer of a portfolio of policies previously reassured with the Group; excluding this item life insurance premium income was £375 million, or 6 per cent, lower at £5,880 million in 2015 compared to £6,255 million in 2014. Other operating income was £1,825 million higher at £1,516 million in 2015 compared to a deficit of £309 million in 2014. Other operating income includes the results of liability management from which the Group incurred a loss of £28 million in 2015 compared to a loss of £1,386 million in 2014, which was principally in relation to exchange and repurchase transactions in respect of the Group’s Enhanced Capital Notes. Excluding the impact of liability management activities, other operating income was £467 million, or 43 per cent, higher at £1,544 million in 2015 compared to £1,077 million in 2014; in part reflecting a reduction in the losses arising from the movement in the value of in-force insurance business.

 

Insurance claims expense was £7,764 million, or 58 per cent, lower at £5,729 million in 2015 compared to £13,493 million in 2014. The insurance claims expense in respect of life and pensions business was £7,804 million, or 59 per cent, lower at £5,359 million in 2015 compared to £13,163 million in 2014; this decrease was matched by a similar decline in net trading income, reflecting the relative performance of policyholder investments. Insurance claims in respect of general insurance business were £40 million or 12 per cent, higher at £370 million in 2015 compared to £330 million in 2014.

 

Operating expenses increased by £1,502 million, or 11 per cent to £15,387 million in 2015 compared with £13,885 million in 2014; the main reasons for the increase being the £1,712 million increase in charges for redress payments to customers in respect of PPI and other conduct related matters from £3,125 million in 2014 to £4,837 million in 2015, a charge of £665 million in 2015 in relation to the disposal of TSB and a net past service pension credit of £822 million in 2014 which was not repeated in 2015. Excluding these items from both years, operating expenses were £1,697 million, or 15 per cent, lower at £9,885 million in 2015 compared to £11,582 million in 2014. On this basis staff costs were £890 million, or 16 per cent, lower at £4,677 million in 2015 compared with £5,567 million in 2014; annual pay rises being more than offset by the impact of headcount reductions resulting from business disposals and the Group’s rationalisation programmes and a reduction in severance costs as this phase of the Simplification programme draws to a close. Premises and equipment costs were £176 million or 20 per cent, lower at £715 million in 2015 compared with £891 million in 2014. Other expenses, excluding the charges in respect of customer redress provisions and the charge relating to the TSB disposal, were £808 million, or 25 per cent, lower at £2,381 million in 2015 compared with £3,189 million in 2014 as a result of lower levels of technology spend, advertising and professional fees, in particular relating to Simplification and the costs of TSB separation in 2014. Depreciation and amortisation costs were £177 million, or 9 per cent, higher at £2,112 million in 2015 compared to £1,935 million in 2014.

 

Impairment losses decreased by £362 million, or 48 per cent, to £390 million in 2015 compared with £752 million in 2014. Impairment losses in respect of loans and advances to customers were £292 million, or 40 per cent, lower at £443 million in 2015 compared with £735 million in 2014. The overall performance of the portfolio reflects a significant reduction in lending which is outside of the Group’s risk appetite and improvements in all divisions. The net charge has also benefited from significant provision releases but at lower levels than seen in 2014. There was a credit of £55 million in respect of undrawn commitments in 2015, compared to a charge of £10 million in 2014, a result of improvements in credit quality in a number of corporate relationships.

 

In 2015, the Group recorded a tax charge of £688 million compared to a tax charge of £263 million in 2014, an effective tax rate of 42 per cent, which was higher than the standard UK corporation tax rate of 20.25 per cent; principally as a result of the disallowance of a substantial proportion of the Group’s charge in respect of PPI and other conduct risk issues. The tax charge of £263 million in 2014 arose on a profit before tax of £1,762 million; this tax charge reflected tax exempt gains on the sale of businesses.

 

On the balance sheet, total assets were £48,208 million, or 6 per cent, lower at £806,688 million at 31 December 2015 compared to £854,896 million at 31 December 2014, largely due to the disposal of TSB. Loans and advances to customers were £27,529 million, or 6 per cent, lower at £455,175 million at 31 December 2015 compared to £482,704 million at 31 December 2014, with £21,643 million of the reduction being due to the sale of TSB, the continued reduction in the portfolio of assets which are outside of the Group’s risk appetite and a £5,148 million reduction in reverse repurchase agreement balances have more than offset growth in the UK consumer finance business. An increase of £7,925 million in cash and balances at central banks has been more than offset by an £11,395 million reduction in trading and other financial assets at fair value through profit or loss and a £6,661 million reduction in derivative assets. Total liabilities were £45,285 million, or 6 per cent, lower at £759,708 million at 31 December 2015 compared to £804,993 million at 31 December 2014, again largely due to the sale of TSB. Customer deposits were £28,741 million, or 6 per cent, lower at £418,326 million at 31 December 2015 compared to £447,067 million at 31 December 2014 with £24,625 million of the reduction being due to the sale of TSB. Decreases of £10,239 million in trading and other financial liabilities at fair value through profit or loss and £11,095 million in insurance and investment contract liabilities have been partly offset by increases of £6,038 million in deposits by banks and £5,823 million in debt securities in issue as the Group took advantage of favourable funding opportunities. Total equity was £2,923 million, or 6 per cent, lower at £46,980 million at 31 December 2015 compared to £49,903 million at 31 December 2014; this reflected the fact that retained profit for the year has been more than offset by negative reserve movements in respect of available-for-sale revaluation and cash flow hedging reserves, dividends paid and the adjustment to non-controlling interests on the deconsolidation of TSB.

15

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The Group has maintained its capital position, with a common equity tier 1 (CET1) ratio of 12.8 per cent, (31 December 2014: 12.8 per cent) as the impact of the lower capital base (as a result of reduced levels of equity) has been offset by a reduction in risk-weighted assets.

 

Risk-weighted assets reduced by £16,986 million, or 7 per cent, to £222,747 million, at 31 December 2015 compared to £239,734 million at 31 December 2014, primarily driven by the sale of TSB, reductions in the portfolio of assets which are outside of the Group’s risk appetite and continued improvements in credit quality offset by targeted lending growth.

 

The Group’s liquidity position remains good, with liquidity coverage ratio (LCR) eligible assets of £123 billion. LCR eligible assets represent almost 5.7 times the Group’s money-market funding with a maturity of less than one year and were in excess of total wholesale funding at 31 December 2015 thus providing a buffer in the event of market dislocation. The Group’s LCR ratio already exceeds regulatory requirements and is greater than 100 per cent.

16

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

NET INTEREST INCOME

 

   2016   2015   2014 
Net interest income £m   9,274    11,318    10,660 
Average interest-earning assets £m   600,435    614,917    634,910 
Average rates:               
Gross yield on interest-earning assets %1   2.77    2.86    3.03 
Interest spread %2   1.33    1.67    1.52 
Net interest margin %3   1.54    1.84    1.68 

 

1Gross yield is the rate of interest earned on average interest-earning assets.
  
2Interest spread is the difference between the rate of interest earned on average interest-earning assets and the rate of interest paid on average interest-bearing liabilities.
  
3The net interest margin represents the interest spread together with the contribution of interest-free liabilities. It is calculated by expressing net interest income as a percentage of average interest-earning assets.

 

2016 COMPARED WITH 2015

 

Net interest income was £9,274 million in 2016, a decrease of £2,044 million, or 18 per cent, compared to £11,318 million in 2015. Net interest income in 2016 includes a charge of £2,057 million in respect of amounts payable to unitholders in consolidated Open-Ended Investment Companies compared to a charge in 2015 of £244 million. The increase reflects more favourable market conditions; the change in population of consolidated OEICs in 2016 compared to 2015 did not have a significant impact. After adjusting for the amounts payable to unitholders, net interest income was £231 million, or 2 per cent, lower at £11,331 million in 2016 compared to £11,562 million in 2015.

 

Average interest-earning assets were £14,482 million, or 2 per cent, lower at £600,435 million in 2016 compared to £614,917 million in 2015. The reduction reflected the impact of the sale of TSB part-way through 2015, the continuing run-off of assets which are outside of the Group’s risk appetite and a reduction in UK mortgage balances, reflecting the focus on protecting margins, partly offset by increased SME lending and unsecured personal lending.

 

The net interest margin was 30 basis points lower at 1.54 per cent in 2016 compared to 1.84 per cent in 2015, however adjusting net interest income for the amounts allocated to unitholders in Open-Ended Investment Companies, the net interest margin was 1 basis point higher at 1.89 per cent in 2016 compared to 1.88 per cent in 2015. Margins in Retail fell only slightly despite the challenges of the continuing low interest rate environment; margins in Consumer Finance fell, largely due to the focus on high quality, lower margin motor finance business, with the margin also impacted by lower Euribor and planned reductions in deposits. Margins on relationship lending and similar interest-earning assets in Commercial Banking grew, supported by high quality deposit growth, disciplined deposit pricing and reduced funding costs.

 

2015 COMPARED WITH 2014

 

Net interest income was £11,318 million in 2015 an increase of £658 million, or 6 per cent, compared to £10,660 million in 2014. Net interest income in 2015 includes a charge of £244 million in respect of amounts payable to unitholders in consolidated Open-Ended Investment Companies compared to a charge in 2014 of £602 million; the change in population of consolidated OEICs in 2015 compared to 2014 caused an increase of £27 million in this interest expense. After adjusting for this, net interest income was £300 million, or 3 per cent, higher at £11,562 million in 2015 compared to £11,262 million in 2014.

 

Average interest-earning assets were £19,993 million, or 3 per cent, lower at £614,917 million in 2015 compared to £634,910 million in 2014. The reduction reflected the sale of TSB (leading to a year-on-year reduction of £17,309 million) and the continuing run-off of assets which are outside of the Group’s risk appetite.

 

Average interest-earning assets in Retail were £1,581 million, or 1 per cent, lower at £307,001 million in 2015 compared to £308,582 million in 2014 and average interest-earning assets in Commercial Banking were £3,860 million, or 4 per cent, lower at £90,019 million in 2015 compared to £93,879 million in 2014. Average interest-earning assets across the rest of the Group were £14,552 million, or 6 per cent, lower at £217,897 million in 2015 compared to £232,449 million in 2014. The main driver for this reduction being the decrease of £17,309 million resulting from the sale of TSB and in the portfolio of assets which are outside of the Group’s risk appetite, partly offset by growth in Consumer Finance and in non-relationship balances.

 

The net interest margin was 16 basis points higher at 1.84 per cent in 2015 compared to 1.68 per cent in 2014, however adjusting net interest income for the amounts allocated to unitholders in Open-Ended Investment Companies, the net interest margin was 11 basis points higher at 1.88 per cent in 2015 compared to 1.77 per cent in 2014. Margins in Retail increased, driven by improved deposit margin and mix, more than offsetting reduced lending rates; however margins in Consumer Finance were down due to the acquisition of lower risk but lower margin new business and the impact of the planned reduction in deposits in line with Group’s funding strategy. Margins on relationship lending and similar interest-earning assets in Commercial Banking increased due to disciplined pricing on new lending and deposits, with a reduction in wholesale funding costs led by continued progress in attracting high quality deposits.

17

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OTHER INCOME

 

   2016   2015   2014 
   £m   £m   £m 
Fee and commission income:               
Current account fees   752    804    918 
Credit and debit card fees   875    918    1,050 
Other   1,418    1,530    1,691 
    3,045    3,252    3,659 
Fee and commission expense   (1,356)   (1,442)   (1,402)
Net fee and commission income   1,689    1,810    2,257 
Net trading income   18,545    3,714    10,159 
Insurance premium income   8,068    4,792    7,125 
Gains on sale of available-for-sale financial assets   575    51    131 
Liability management   (598)   (28)   (1,386)
Other   2,058    1,493    946 
Other operating income   2,035    1,516    (309)
Total other income   30,337    11,832    19,232 

 

2016 COMPARED WITH 2015

 

Other income was £18,505 million higher at £30,337 million in 2016 compared to £11,832 million in 2015.

 

Fee and commission income was £207 million, or 6 per cent, lower at £3,045 million in 2016 compared with £3,252 million in 2015. Current account fees were £52 million, or 6 per cent, lower at £752 million in 2016 compared to £804 million in 2015, due to the disposal of TSB part-way through 2015 and lower levels of added-value account fees as a result of changing customer preferences. A decrease of £43 million, or 5 per cent, in credit and debit card fees from £918 million in 2015 to £875 million in 2016 resulted from reduced interchange income due to a market-wide cap on fees. Other fees and commissions receivable were £112 million, or 7 per cent lower at £1,418 million in 2016 compared with £1,530 million in 2015 again reflecting the disposal of TSB and reduced income in the Insurance and Commercial divisions and as the portfolio of assets which are outside of the Group’s risk appetite continues to run down.

 

Fee and commission expense was £86 million, or 6 per cent, lower at £1,356 million in 2016 compared to £1,442 million in 2015 in part due to the disposal of TSB during 2015 but also reflecting reduced activity in the mortgage market and lower fees payable following the changes in interchange regulation.

 

Net trading income was £14,831 million higher at £18,545 million in 2016 compared with £3,714 million in 2015. Net trading income within the insurance businesses was £14,798 million higher at £17,571 million in 2016 compared to £2,774 million in 2015, which reflects higher levels of returns on policyholder investments as a result of more favourable market conditions over 2016. However this increase, along with the increase in long-term insurance premium income, was largely offset by the increase in insurance claims expense and the £1,813 million increase in the amounts payable to unit holders in those Open-Ended Investment Companies consolidated into the Group’s results within net interest income. Net trading income within the Group’s banking activities was £34 million, or 4 per cent, higher at £974 million in 2016 compared to £940 million in 2015.

 

Insurance premium income was £8,068 million in 2016 compared with £4,792 million in 2015; an increase of £3,276 million, or 68 per cent. Premium income in 2015 had been reduced by a charge of £1,959 million relating to the recapture by a third party insurer of a portfolio of policies previously reassured with the Group. Excluding this item earned premiums in respect of the Group’s long-term life and pensions business were £1,330 million, or 23 per cent, higher at £7,210 million in 2016 compared to £5,880 million in 2015 reflecting significant new bulk annuities business, more than offsetting reductions in protection and corporate pensions business. General insurance earned premiums were little changed, £13 million, or 1 per cent, lower at £858 million in 2016 compared with £871 million in 2015 as a result of the continuing run-off of closed business.

 

Other operating income was £519 million higher at £2,035 million in 2016 compared to £1,516 million in 2015 despite a net loss of £721 million arising on the Group’s tender offers and redemptions in respect of its Enhanced Capital Notes which completed in March 2016. Excluding this item, other operating income was £1,240 million, or 82 per cent, higher at £2,756 million in 2016 compared to £1,516 million in 2015; this reflected a £634 million improvement in the movement in value of in-force insurance business, reflecting business growth and positive economic variance, and a £524 million increase in gains on disposal of available-for-sale financial assets, from £51 million in 2015 to £575 million in 2016, of which £484 million related to the sale of the Group’s investment in Visa Europe.

18

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

2015 COMPARED WITH 2014

 

Other income was £7,400 million, or 38 per cent, lower at £11,832 million in 2015 compared to £19,232 million in 2014.

 

Fee and commission income was £407 million, or 11 per cent, lower at £3,252 million in 2015 compared with £3,659 million in 2014. Current account fees were £114 million, or 12 per cent, lower at £804 million in 2015 compared to £918 million in 2014, with £75 million of the reduction being a result of the sale of TSB. A decrease of £132 million, or 13 per cent, in credit and debit card fees from £1,050 million in 2014 to £918 million in 2015 resulted from the sale of TSB (£51 million of the decrease) and reduced interchange income due to changes in regulation. Other fees and commissions receivable were £161 million, or 10 per cent lower at £1,530 million in 2015 compared with £1,691 million in 2014; again partly reflecting the sale of TSB and also Scottish Widows Investment Partnership in 2014.

 

Fee and commission expense was £40 million, or 3 per cent, higher at £1,442 million in 2015 compared to £1,402 million in 2014; despite a £63 million decrease as a result of the sale of TSB and Scottish Widows Investment Partnership; the underlying increase reflects increased levels of fees payable in respect of transactions in Commercial Banking and for asset management services in Insurance.

 

Net trading income was £6,445 million, or 63 per cent, lower at £3,714 million in 2015 compared with £10,159 million in 2014. Net trading income within the insurance businesses was £6,146 million, or 69 per cent, lower at £2,774 million in 2015 compared to £8,920 million in 2014, which reflects lower levels of returns on policyholder investments as a result of market conditions over 2015 relative in those in 2014. However this decrease, along with the decrease in long-term insurance premium income, was largely offset by the decrease in insurance claims expense and the £358 million decrease in the amounts payable to unit holders in those Open-Ended Investment Companies consolidated into the Group’s results within net interest income. Net trading income within the Group’s banking activities was £299 million, or 24 per cent, lower at £940 million in 2015 compared to £1,239 million in 2014; in particular this decrease reflected a charge of £101 million for the movement in fair value of the equity conversion feature of the Group’s Enhanced Capital Notes, compared to a gain of £401 million in the year ended 31 December 2014.

 

Insurance premium income was £4,792 million in 2015 compared with £7,125 million in 2014; a decrease of £2,333 million, or 33 per cent. Premium income in 2015 has been reduced by a charge of £1,959 million relating to the recapture by a third party insurer of a portfolio of policies previously reassured with the Group. Excluding this item earned premiums in respect of the Group’s long-term life and pensions business were £375 million, or 6 per cent, lower at £5,880 million in 2015 compared to £6,255 million in 2014 with the impact of regulatory and market change more than offsetting income from the new bulk annuities business. General insurance earned premiums were little changed, just £1 million higher at £871 million in 2015 compared with £870 million in 2014 reflecting competitive market conditions and the run-off of products closed to new customers.

 

Other operating income was £1,825 million higher at £1,516 million in 2015 compared to a deficit of £309 million in 2014. In April 2014, the Group had completed exchange offers with holders of certain series of its Enhanced Capital Notes (ECNs) to exchange the ECNs for new Additional Tier 1 (AT1) securities and a tender offer to eligible retail holders outside the United States to sell their Sterling-denominated ECNs for cash; a loss of £1,362 million was recognised in relation to these exchange and tender transactions in the year ended 31 December 2014. Excluding this item, other operating income was £463 million, or 44 per cent, higher at £1,516 million in 2015 compared to £1,053 million in 2014; this reflected a £266 million improvement in the movement in value of in-force insurance business and a £39 million increase in operating lease rental income.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OPERATING EXPENSES

 

   2016    2015    2014  
   £m    £m    £m  
Administrative expenses:         
Staff:               
Salaries   2,750    2,808    3,178 
Performance-based compensation   475    409    390 
Social security costs   363    349    398 
Pensions and other post-retirement benefit schemes:               
Past service credits and curtailment gains   –    –    (822)
Other   555    548    596 
    555    548    (226)
Restructuring costs   241    104    264 
Other staff costs   433    459    741 
    4,817    4,677    4,745 
Premises and equipment:               
Rent and rates   365    368    424 
Repairs and maintenance   187    173    221 
Other   120    174    246 
    672    715    891 
Other expenses:               
Communications and data processing   848    893    1,118 
Advertising and promotion   198    253    336 
Professional fees   265    262    481 
UK bank levy   200    270    237 
TSB disposal   –    665    – 
Other   873    703    1,017 
    2,384    3,046    3,189 
Depreciation and amortisation:               
Depreciation of tangible fixed assets   1,761    1,534    1,391 
Amortisation of acquired value of in-force non-participating investment contracts   37    41    43 
Amortisation of other intangible assets   582    537    501 
    2,380    2,112    1,935 
Total operating expenses, excluding regulatory provisions   10,253    10,550    10,760 
Regulatory provisions:               
Payment protection insurance provision   1,350    4,000    2,200 
Other regulatory provisions1   1,024    837    925 
    2,374    4,837    3,125 
Total operating expenses   12,627    15,387    13,885 
Cost:income ratio (%)2   73.1    88.3    84.7 
   
1 In addition, £61 million (2015: £nil; 2014: £nil) of regulatory provisions have been charged against income.
   
2 Total operating expenses divided by total income, net of insurance claims.

 

2016 COMPARED WITH 2015

 

Operating expenses decreased by £2,760 million, or 18 per cent, to £12,627 million in 2016 compared with £15,387 million in 2015. This decrease principally reflects the fact that 2016 includes a regulatory provisions charge of £2,374 million, which was £2,463 million, or 51 per cent, lower than the charge of £4,837 million in 2015.

 

Staff costs were £140 million, or 3 per cent, higher in 2016 at £4,817 million compared to £4,677 million in 2015, reflecting, in particular, increased expenditure in relation to the Group’s restructuring programmes. Salaries were £58 million, or 2 per cent, lower at £2,750 million in 2016 compared with £2,808 million in 2015, as the impact of headcount reductions, including the sale of TSB, has more than offset annual pay rises; pension costs were £7 million, or 1 per cent, higher at £555 million in 2016 compared to £548 million in 2015; social security costs were £14 million, or 4 per cent, higher at £363 million in 2016 compared with £349 million in 2015; and other staff costs were £26 million, or 6 per cent, lower at £433 million in 2016 compared with £459 million in 2015, in part due to lower levels of agency staff costs.

 

Premises and equipment costs were £43 million, or 6 per cent, lower at £672 million in 2016 compared to £715 million in 2015. Rent and rates was £3 million, or 1 per cent, lower at £365 million in 2016 compared to £368 million in 2015, in part due to charges in respect of onerous lease contracts as the Group rationalises its property portfolio; repairs and maintenance costs were £14 million, or 8 per cent, higher at £187 million in 2016 compared to £173 million in 2015 and other premises and equipment costs decreased by £54 million, or 31 per cent, from £174 million in 2015 to £120 million in 2016, partly reflecting gains on disposal of property, plant and equipment.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Other expenses, excluding the regulatory provisions charges, were £662 million, or 22 per cent, lower at £2,384 million in 2016 compared with £3,046 million in 2015. The Group had incurred a charge of £665 million in 2015 relating to the disposal of TSB, which was not repeated in 2016; excluding this charge, other expenses of £2,384 million in 2016 were £3 million higher than £2,381 million in 2015. Communications and data processing costs were £45 million, or 5 per cent, lower at £848 million in 2016 compared with £893 million in 2015 as a result of the sale of TSB and efficiency initiatives; professional fees were £3 million, or 1 per cent, higher at £265 million in 2016 compared to £262 million in 2015 as reduced costs following the sale of TSB have been offset by costs in relation to regulatory developments such as ring-fencing; and advertising and promotion costs were £55 million, or 22 per cent, lower at £198 million in 2016 compared with £253 million in 2015 as a result of the sale of TSB and reduced spend on certain marketing initiatives. The cost of the Bank levy was £70 million, or 26 per cent, lower at £200 million in 2016 compared to £270 million in 2015, as a result of reduced levels of chargeable liabilities. Other costs were £170 million, or 24 per cent, higher at £873 million in 2016 compared with £703 million in 2015.

 

Depreciation and amortisation costs were £268 million, or 13 per cent, higher at £2,380 million in 2016 compared with £2,112 million in 2015. Charges for the depreciation of tangible fixed assets were £227 million, or 15 per cent, higher at £1,761 million in 2016 compared to £1,534 million in 2015, in line with increased asset balances, in particular operating lease assets. The charge for the amortisation of other intangible assets was £45 million, or 8 per cent, higher at £582 million in 2016 compared to £537 million in 2015, reflecting increased capitalised software balances.

 

The Group incurred a regulatory provisions charge in operating expenses of £2,374 million in 2016 compared to £4,837 million in 2015 (in addition to £61 million, 2015: £nil, charged against income) of which £1,350 million (2015: £4,000 million) related to payment protection insurance. For further details see note 38 to the financial statements.

 

2015 COMPARED WITH 2014

 

Operating expenses increased by £1,502 million, or 11 per cent, to £15,387 million in 2015 compared with £13,885 million in 2014. This increase principally reflected the fact that 2014 included a past service pension credit of £822 million and 2015 includes a regulatory provisions charge of £4,837 million, which was £1,712 million, or 54 per cent, higher than the charge of £3,125 million in 2014.

 

The past service pension credit of £822 million in 2014 followed the Group’s decision, announced on 11 March 2014 to reduce the cap on increases in pensionable pay used in calculating the pension benefit to nil with effect from 2 April 2014.

 

Despite the past service pension credit in 2014, staff costs were £68 million, or 1 per cent, lower in 2015 at £4,677 million compared to £4,745 million in 2014. Excluding the pension credit, staff costs were £890 million, or 16 per cent, lower at £4,677 million in 2015 compared to £5,567 million in 2014 reflecting, in particular, the impact of business disposals and a significant reduction in expenditure in relation to the Group’s Simplification programme. As a result, salaries were £370 million, or 12 per cent, lower at £2,808 million in 2015 compared with £3,178 million in 2014; pension costs, excluding the past service pension credit from 2014, were £48 million, or 8 per cent, lower at £548 million in 2015 compared to £596 million in 2014; social security costs were £49 million, or 12 per cent, lower at £349 million in 2015 compared with £398 million in 2014; staff restructuring costs were £160 million, or 61 per cent, lower at £104 million in 2015 compared with £264 million in 2014; and other staff costs were £282 million, or 38 per cent, lower at £459 million in 2015 compared with £741 million in 2014, in particular due to lower levels of agency staff costs in relation to the Simplification programme.

 

Premises and equipment costs were £176 million, or 20 per cent, lower at £715 million in 2015 compared to £891 million in 2014, again reflecting business disposals and reduced Simplification expenditure. Rent and rates was £56 million, or 13 per cent, lower at £368 million in 2015 compared to £424 million in 2014; repairs and maintenance costs were £48 million, or 22 per cent, lower at £173 million in 2015 compared to £221 million in 2014, in part due to a lower level of dilapidation provisions on vacation of properties in 2015 than in 2014; and other premises and equipment costs decreased by £72 million, or 29 per cent, from £246 million in 2014 to £174 million in 2015, reflecting lower levels of losses on sale of equipment and a reduced level of activity in the property portfolio.

 

Other expenses, excluding the regulatory provisions charges, were £143 million, or 4 per cent, lower at £3,046 million in 2015 compared with £3,189 million in 2014. Communications and data processing costs were £225 million, or 20 per cent, lower at £893 million in 2015 compared with £1,118 million in 2014 as a result of a significant reduction in Simplification spend on systems and technology; professional fees were £219 million, or 46 per cent, lower at £262 million in 2015 compared to £481 million in 2014, reflecting both the reduced Simplification spend and a lower level of professional fees in respect of TSB; and advertising and promotion costs were £83 million, or 25 per cent, lower at £253 million in 2015 compared with £336 million in 2014 due to spend in relation to TSB in 2014. The cost of the Bank levy was £33 million, or 14 per cent, higher at £270 million in 2015 compared to £237 million in 2014, as a result of the increase in rate with effect from 1 April 2015. In 2015 the Group incurred a charge of £665 million relating to the disposal of TSB, reflecting the net costs of the Transitional Service Agreement between Lloyds and TSB and the contribution to be provided by Lloyds to TSB in moving to alternative IT provision. Other costs were £314 million, or 31 per cent, lower at £703 million in 2015 compared with £1,017 million in 2014.

 

Depreciation and amortisation costs were £177 million, or 9 per cent, higher at £2,112 million in 2015 compared with £1,935 million in 2014. Charges for the depreciation of tangible fixed assets were £143 million, or 10 per cent, higher at £1,534 million in 2015 compared to £1,391 million in 2014, in line with increased asset balances. The charge for the amortisation of acquired value of in-force non-participating investment contracts was £2 million, or 5 per cent, lower at £41 million in 2015 compared to £43 million in 2014. The charge for the amortisation of other intangible assets was £36 million, or 7 per cent, higher at £537 million in 2015 compared to £501 million in 2014, reflecting increased capitalised software balances.

 

The Group incurred a regulatory provisions charge in operating expenses of £4,837 million in 2015 compared to £3,125 million in 2014 of which £4,000 million (2014: £2,200 million) related to payment protection insurance.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

IMPAIRMENT

 

   2016   2015   2014 
   £m   £m   £m 
Impairment losses on loans and receivables:            
Loans and advances to customers   592    443    735 
Debt securities classified as loans and receivables   –    (2)   2 
Total impairment losses on loans and receivables   592    441    737 
Impairment of available-for-sale financial assets   173    4    5 
Other credit risk provisions   (13)   (55)   10 
Total impairment charged to the income statement   752    390    752 

 

2016 COMPARED WITH 2015

 

Impairment losses increased by £362 million, or 93 per cent, to £752 million in 2016 compared to £390 million in 2015, largely due to lower levels of releases and write-backs and a charge in respect of available-for-sale financial assets.

 

The impairment charge in respect of loans and advances to customers was £149 million, or 34 per cent, higher at £592 million in 2016 compared to £443 million in 2015. In Retail, increased charges reflected a lower level of benefit from improvements in house prices in the secured book. The increased charges in Commercial Banking were driven by lower levels of releases and recoveries; and in Consumer Finance were as a result of overall growth and the non-recurrence of a favourable one-off release in 2015. The impairment charge relating to assets which are outside of the Group’s risk appetite reduced, reflecting the continued run down of the portfolio.

 

The impairment charge in respect of available-for-sale financial assets was £173 million in 2016, compared to £4 million in 2015, as a result of a charge in respect of certain equity investments; and there was a credit of £13 million (2015: credit of £55 million) in respect of other credit risk provisions, in both years reflecting improved credit quality in a number of corporate relationships

 

2015 COMPARED WITH 2014

 

Impairment losses decreased by £362 million, or 48 per cent, to £390 million in 2015 compared to £752 million in 2014, largely due to reduced charges in relation to the portfolio of assets which are outside of the Group’s risk appetite.

 

The impairment charge in respect of loans and advances to customers was £292 million, or 40 per cent, lower at £443 million in 2015 compared to £735 million in 2014. In Retail, a reduced impairment charge reflected continued low risk underwriting discipline, strong portfolio management and a favourable credit environment with low unemployment, increasing house prices and continued low interest rates. The improvement in Commercial Banking was driven by lower levels of new impairment as a result of effective risk management, improving UK economic conditions and the continued low interest rate environment; as well as provision releases, but at lower levels than seen during 2014. The Consumer Finance impairment charge reduced, driven by a continued underlying improvement in portfolio quality, supported by an increased level of write-backs from the sale of recoveries assets in the credit card portfolio compared to 2014 due to favourable market conditions. The impairment charge relating to assets which are outside of the Group’s risk appetite reduced significantly, reflecting the Group’s ongoing exit from these positions.

 

The impairment charge in respect of debt securities classified as loans and receivables was a credit of £2 million in 2015 compared to a charge of £2 million in 2014. The impairment charge in respect of available-for-sale financial assets was £1 million, or 20 per cent, lower at £4 million in 2015 compared to £5 million in 2014; and there was a credit of £55 million (2014: charge of £10 million) in respect of other credit risk provisions as a result of improved credit quality in a number of corporate relationships.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

TAXATION

 

   2016   2015   2014 
   £m   £m   £m 
UK corporation tax:                  
Current tax on profits for the year   (1,010)   (485)   (162)
Adjustments in respect of prior years   156    (90)   213 
    (854)   (575)   51 
Foreign tax:               
Current tax on profits for the year   (20)   (24)   (39)
Adjustments in respect of prior years   2    27    3 
    (18)   3    (36)
Current tax (charge) credit   (872)   (572)   15 
Deferred tax   (852)   (116)   (278)
Taxation charge   (1,724)   (688)   (263)

 

2016 COMPARED WITH 2015

 

In 2016, a tax charge of £1,724 million arose on the profit before tax of £3,888 million and in 2015 a tax charge of £688 million arose on the profit before tax of £1,644 million. The statutory corporation tax rates were 20 per cent for 2016 and 20.25 per cent for 2015.

 

The tax charge for 2016 represents an effective tax rate of 44 per cent; the high effective tax rate in 2016 was largely due to the banking surcharge, restrictions on the deductibility of conduct provisions and the negative impact on the net deferred tax asset of both the change in corporation tax rate and the expected utilisation by the life assurance business.

 

2015 COMPARED WITH 2014

 

In 2015, a tax charge of £688 million arose on the profit before tax of £1,644 million and in 2014 a tax charge of £263 million arose on the profit before tax of £1,762 million. The statutory corporation tax rates were 20.25 per cent for 2015 and 21.5 per cent for 2014.

 

The tax charge for the 2015 represented an effective tax rate of 42 per cent. The effective tax rate was higher than the UK corporation tax rate largely due to the introduction in 2015 of restrictions on the deductibility of conduct related provisions which resulted in an additional tax charge of £459 million. Adjusting for this charge, the effective tax rate would have been 14 per cent reflecting non-taxable and relieved gains and a number of positive one-off items.

 

The low tax charge in 2014 was driven by tax exempt gains on sales of businesses and a lower deferred tax liability in respect of the value of in-force assets in the life business.

 

23

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

LINE OF BUSINESS INFORMATION

 

The requirements for IFRS segmental reporting are set out in IFRS 8, Operating Segments which mandates that an entity’s segmental reporting should reflect the way in which its operations are viewed and judged by its chief operating decision maker. As a consequence, the Group’s statutory segmental reporting follows the underlying basis as explained below (see also note 4 to the financial statements).

 

The Group Executive Committee, which is the chief operating decision maker for the Group, reviews the Group’s internal reporting based around these segments (which reflect the Group’s organisational and management structures) in order to assess performance and allocate resources.

The segments are differentiated by the type of products provided, by whether the customers are individuals or corporate entities and by the geographical location of the customer and the performance assessment includes a consideration of each segment’s net interest revenue; consequently the total interest income and expense for all reportable segments is presented on a net basis. The internal reporting is on an underlying profit before tax basis. The Group Executive Committee believes that this basis better represents the underlying performance of the Group. IFRS 8 requires that the Group presents its segmental profit before tax on the basis reviewed by the chief operating decision maker that is most consistent with the measurement principles used in measuring the Group’s statutory profit before tax. Accordingly, the Group presents its segmental underlying basis profit before tax in note 4 to the financial statements.

 

The aggregate total of the underlying basis segmental results constitutes a non-GAAP measure as defined in the United States Securities and Exchange Commission’s Regulation G. Management uses aggregate underlying profit before tax, a non-GAAP measure, as a measure of performance and believes that it provides important information for investors because it is a comparable representation of the Group’s performance. Profit before tax is the comparable GAAP measure to aggregate underlying profit before tax. The table below sets out the reconciliation of this non-GAAP measure to its comparable GAAP measure.

 

The Group’s activities are organised into four financial reporting segments: Retail; Commercial Banking; Consumer Finance and Insurance. The Group’s unsecured personal lending portfolio, previously part of Retail, is now managed by Consumer Finance and elements of the Group’s business in the Channel Islands and Isle of Man were transferred from Retail to Commercial Banking; comparatives have been restated accordingly.

 

Comparisons of results on a historical consolidated statutory basis are impacted by a number of items. In order to provide more meaningful and relevant comparatives, the results of the Group and divisions are presented on an ‘underlying’ basis. The following items are excluded in arriving at underlying profit:

 

  – losses on redemption of the Enhanced Capital Notes and the volatility in the value of the embedded equity conversion feature;
     
  – market volatility and other items, which includes the effects of certain asset sales, the impact of liability management actions, the volatility relating to the Group’s own debt and hedging arrangements as well as that arising in the insurance businesses, insurance gross up, the unwind of acquisition-related fair value adjustments arising from the HBOS acquisition, and the amortisation of purchased intangible assets;
     
  – restructuring costs (which in 2015 and 2016 comprised severance related costs relating to the Simplification programme announced in October 2014 and in 2014 included severance, IT and business costs relating to the programme started in 2011) and the costs of implementing regulatory reform, ring fencing and rationalisation of the non-branch property portfolio;
     
  – TSB build and dual running costs and the loss relating to the TSB sale in 2015;
     
  – payment protection insurance and other conduct provisions; and
     
  – certain past service pensions charges and credits in respect of the Group’s defined benefit pension arrangements.

 

The results of the businesses are set out below on the underlying basis:

 

    2016    20151    20141 
    £m    £m    £m  
Retail   3,003    3,091    2,739 
Commercial Banking   2,468    2,478    2,256 
Consumer Finance   1,283    1,381    1,449 
Insurance   837    962    922 
Other   276    200    390 
Underlying profit before tax   7,867    8,112    7,756 
   
1 Segmental analysis restated, as explained above.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Reconciliation of underlying profit to statutory profit before tax for the year

       2016   2015   2014 
   Note   £m   £m   £m 
Underlying profit before tax        7,867    8,112    7,756 
Asset sales   1    217    54    138 
Enhanced Capital Notes   2    (790)   (101)   (961)
Liability management   3    123    (28)   (24)
Own debt volatility   4    (11)   127    (3)
Other volatile items   5    201    (129)   (112)
Volatility arising in insurance businesses   6    (91)   (105)   (228)
Restructuring and TSB build and dual running costs   8    (622)   (255)   (1,524)
Charge relating to TSB disposal   9    –    (660)   – 
Payment protection insurance provision   10    (1,350)   (4,000)   (2,200)
Other conduct provisions   11    (1,085)   (837)   (925)
Past service pension credit   12    –    –    710 
Amortisation of purchased intangibles   13    (340)   (342)   (336)
Fair value unwind and other items   14    (231)   (192)   (529)
Statutory profit before tax        3,888    1,644    1,762 

 

1.Asset sales

Asset sales comprise the gains and losses on asset disposals (2016: gains of £217 million; 2015: gains of £54 million; 2014: gains of £138 million), including assets which were outside of the Group’s risk appetite; the gain in the year ended 31 December 2016 includes the gain of £484 million on the sale of the Group’s investment in Visa Europe.

 

2.Enhanced Capital Notes

The Group completed tender offers and redemptions in respect of its Enhanced Capital Notes (ECNs) in March 2016, resulting in a net loss to the Group of £721 million in the year ended 31 December 2016, principally comprising the write-off of the embedded equity conversion feature and premiums paid under the terms of the transaction. In addition there was a charge of £69 million reflecting the change in fair value of the embedded equity conversion feature in the period prior to the transaction.

 

In the year ended 31 December 2015, a charge of £101 million arose from the change in fair value of the embedded equity conversion feature.

 

In April 2014, the Group completed exchange offers with holders of certain series of its Enhanced Capital Notes (ECNs) to exchange the ECNs for new Additional Tier 1 (AT1) securities and completed a tender offer to eligible retail holders outside the United States to sell their Sterling-denominated ECNs for cash. A loss of £1,362 million was recognised in relation to these exchange and tender transactions in the year ended 31 December 2014; partly offset by a gain of £401 million arising from the change in fair value of the remaining embedded equity conversion feature.

 

3.Liability management

Gains of £123 million (2015: losses of £28 million; 2014: losses of £24 million) arose on other transactions undertaken as part of the Group’s management of wholesale funding and capital. The liability management gains and losses were included in other income.

 

4.Own debt volatility

Own debt volatility includes a £31 million loss (2015: gain of £114 million; 2014: gain of £33 million) relating to the change in fair value of the small proportion of the Group’s wholesale funding which was designated at fair value at inception.

 

5.Other volatile items

Other volatile items include the change in fair value of interest rate derivatives and foreign exchange hedges in the banking book not mitigated through hedge accounting. A gain of £259 million was included in 2016 (2015: charge of £99 million; 2014: charge of £138 million). Also included in 2016 was a negative net derivative valuation adjustment of £58 million (2015: charge of £30 million; 2014: credit of £26 million), reflecting movements in the market implied credit risk associated with customer derivative balances.

25

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

6. Volatility arising in insurance businesses

The Group’s statutory result before tax is affected by insurance volatility, caused by movements in financial markets, and policyholder interests volatility.

 

In 2016, the Group’s statutory result before tax included negative insurance and policyholder interests volatility totalling £91 million compared to negative volatility of £105 million in 2015 and negative volatility of £228 million in 2014.

 

Volatility comprises the following:

 

   2016   2015   2014 
   £m   £m   £m 
Insurance volatility   (152)   (303)   (219)
Policyholder interests volatility   241    87    17 
Insurance hedging arrangements   (180)   111    (26)
Total   (91)   (105)   (228)

 

Management believes that excluding volatility from underlying profit before tax provides useful information for investors on the performance of the business as it excludes amounts included within profit before tax which do not accrue to the Group’s equity holders and excludes the impact of changes in market variables which are beyond the control of management.

 

The most significant limitations associated with excluding volatility from the underlying basis results are:

 

(i) Insurance volatility requires an assumption to be made for the normalised return on equities and other investments; and
   
(ii) Insurance volatility impacts on the Group’s regulatory capital position, even though it is not included within underlying profit before tax.

 

Management compensates for the limitations above by:

 

(i) Monitoring closely the assumptions used to calculate the normalised return used within the calculation of insurance volatility; these assumptions are disclosed below; and
   
(ii) Producing separate reports on the Group’s current and forecast capital ratios.

 

Insurance volatility

 

The Group’s insurance business has policyholder liabilities that are supported by substantial holdings of investments. IFRS requires that the changes in both the value of the liabilities and investments are reflected within the income statement. The value of the liabilities does not move exactly in line with changes in the value of the investments. As the investments are substantial, movements in their value can have a significant impact on the profitability of the Group. Management believes that it is appropriate to disclose the division’s results on the basis of an expected return in addition to results based on the actual return. The impact of the actual return on these investments differing from the expected return is included within insurance volatility.

 

The expected gross investment returns used to determine the underlying profit of the business are based on prevailing market rates and published research into historical investment return differentials for the range of assets held. The basis for calculating these expected returns reflects an average of the 15 year swap rate over the preceding 12 months updated throughout the year to reflect changing market conditions. The negative insurance volatility during 2016 of £152 million primarily reflects reductions in yields, widening credit spreads and low returns on cash investments partially offset by positive returns on equities.

 

Policyholder interests volatility

 

The application of accounting standards results in the introduction of other sources of significant volatility into the pre-tax profits of the life, pensions and investments business. In order to provide a clearer representation of the performance of the business, and consistent with the way in which it is managed, adjustments are made to remove this volatility from underlying profits. The effect of these adjustments is separately disclosed as policyholder interests volatility.

 

Accounting standards require that tax on policyholder investment returns relating to life products should be included in the Group’s tax charge rather than being offset against the related income. The result is, therefore, to either increase or decrease profit before tax with a related change in the tax charge. Timing and measurement differences exist between provisions for tax and charges made to policyholders. Consistent with the expected approach taken in respect of insurance volatility, differences in the expected levels of the policyholder tax provision and policyholder charges are adjusted through policyholder interests volatility. In 2016, the statutory results before tax included a credit to other income which relates to policyholder interests volatility totalling £241 million reflecting movements in equity, bond and gilt returns relating to life products.

 

Insurance hedging arrangements

 

The Group purchased put option contracts in 2016 to protect against deterioration in equity market conditions and the consequent negative impact on the value of in-force business on the Group balance sheet. These were financed by selling some upside potential from equity market movements. A loss of £180 million was recognised in relation to these contracts in 2016 which was less than the gain from the underlying exposure.

 

7. Insurance gross-up

The Group’s insurance businesses’ income statements include income and expenditure which are attributable to the policyholders of the Group’s long-term assurance funds. These items have no impact in total upon the profit attributable to equity shareholders and, in order to provide a clearer representation of the underlying trends within the business, these items are shown net on a separate line. These policyholder amounts relate principally to returns on policyholder investments (within net interest income and net trading income) and insurance premiums receivable, together with a matching amount within the insurance claims expense representing the allocation of these items to policyholders.

 

8. Restructuring costs and TSB build and dual-running costs

Restructuring costs were £622 million in 2016 and comprised costs relating to the Simplification programme, the announced rationalisation of the non-branch property portfolio and the work on implementing the ring-fencing requirements. Restructuring costs of £170 million in 2015 related to the next phase of Simplification announced in October 2014. The costs of £966 million in 2014 related to phase 1 of the Simplification programme which was completed in 2014.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

During 2015, the Group completed the European Commission (EC) mandated business disposal of TSB. TSB costs in the year ended 31 December 2015 totalled £85 million (2014: £558 million) relating to dual-running costs. The dual-running costs include the costs of TSB’s standalone treasury, finance, human resources and other head office functions.

 

9. Charge relating to TSB disposal

The Group completed the sale of a 9.99 per cent interest in TSB Banking Group plc (TSB) to Banco de Sabadell S.A. (Sabadell) on 24 March 2015, reducing the Group’s holding in TSB to 40.01 per cent; this sale led to a loss of control and the deconsolidation of TSB. The Group’s residual investment in 40.01 per cent of TSB was then recorded at fair value, as an asset held for sale. The Group recognised a loss of £660 million reflecting the net costs of the Transitional Service Agreement between Lloyds and TSB, the contribution to be provided by Lloyds to TSB in moving to alternative IT provision and the net result on sale of the 9.99 per cent interest and fair valuation of the residual investment.

 

The Group announced on 30 June 2015 that all relevant regulatory clearances for the sale of its remaining 40.01 per cent holding in TSB to Sabadell had been received and that the sale was therefore unconditional in all respects; the proceeds were received on 10 July 2015.

 

10. Payment protection insurance (PPI) provision

A provision of £1,350 million to cover further operating costs and redress relating to PPI was recognised in the 2016 (2015: £4,000 million; 2014: £2,200 million). The charge of £1,350 million in 2016 was largely driven by a higher total volume of complaints expected as a result of the Financial Conduct Authority’s (FCA) industry deadline being extended to the end of August 2019 as well as changes to the rules and guidance that should apply when firms handle PPI complaints in light of the UK Supreme Court’s decision in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 (Plevin). Final rules and guidance were published by the FCA on 2 March 2017 (PS 17/3).

 

11. Other conduct provisions

There was a charge of £1,085 million in 2016 to cover a range of other conduct issues (2015: £837 million; 2014: £925 million). The charge for the year included £280 million in respect of complaints relating to packaged bank accounts, £261 million in respect of arrears-related activities on secured and unsecured retail products and £94 million related to insurance products sold in Germany, together with a number of other conduct risk provisions totalling £450 million across all divisions.

 

12. Past service pension credit

On 11 March 2014 the Group announced a change to its defined benefit pension arrangements, revising the existing cap on the increases in pensionable pay used in calculating the pension benefit, from 2 per cent to nil with effect from 2 April 2014. The effect of this change was to reduce the Group’s retirement benefit obligations recognised on the balance sheet by £843 million with a corresponding curtailment gain recognised in the income statement. This was partly offset by a charge of £133 million relating to the cost of other changes to the pay, benefits and reward offered to employees to give a net credit of £710 million recognised in 2014.

 

13. Amortisation of purchased intangibles

The Group incurred a charge for the amortisation of intangible assets, principally those recognised on the acquisition of HBOS in 2009, of £340 million (2015: £342 million; 2014: £336 million).

 

14. Fair value unwind and other items

The statutory (IFRS) results include the impact of the acquisition-related fair value adjustments arising from the acquisition of HBOS in 2009; these adjustments affect a number of line items.

 

The principal financial effects of the fair value unwind are to reflect the effective interest rates applicable at the date of acquisition, on assets and liabilities that were acquired at values that differed from their original book value, and to recognise the reversal of credit and liquidity risk adjustments as underlying instruments mature or become impaired. Generally, this leads to higher interest expense as the value of HBOS’s own debt accretes to par and a lower impairment charge reflecting the impact of acquisition balance sheet valuation adjustments.

27

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

DIVISIONAL RESULTS

 

RETAIL

 

Retail offers a broad range of financial service products, including current accounts, savings and mortgages, to UK personal customers, including Wealth and small business customers. It is also a distributor of insurance, protection and credit cards, and a range of long-term savings and investment products. Its aim is to be the best bank for customers in the UK, by building deep and enduring relationships that deliver real value to customers, and by providing them with greater choice and flexibility. It will maintain its multi-brand and multi-channel strategy, and continue to simplify the business and provide more transparent products, helping to improve service levels and reduce conduct risks.

 

   2016   20151   20141 
   £m   £m   £m 
Net interest income   6,497    6,664    6,270 
Other income   1,053    1,115    1,202 
Total income   7,550    7,779    7,472 
Operating expenses   (4,174)   (4,339)   (4,239)
Impairment   (373)   (349)   (494)
Underlying profit   3,003    3,091    2,739 

 

1 Restated, as explained on page 24.

 

2016 COMPARED WITH 2015

 

Underlying profit decreased by £88 million, or 3 per cent, to £3,003 million in 2016 compared to £3,091 million in 2015, reflecting the challenging interest rate environment and continued pressure on other operating income.

 

Net interest income decreased by £167 million, or 3 per cent, to £6,497 million in 2016 compared to £6,664 million in 2015, largely due to a reduction in mortgage balances as Retail focus on protecting margins. Banking margin fell by just 2 basis points despite the continuing low interest rate environment.

 

Other income decreased £62 million, or 6 per cent, to £1,053 million in 2016 compared to £1,115 million in 2015, driven by changing customer behaviour and improvements to the customer proposition.

 

Operating expenses decreased by £165 million, or 4 per cent, to £4,174 million in 2016 compared to £4,339 million in 2015 as efficiency savings more than covered an increase in investment. Staff numbers have reduced by 11 per cent in the year.

 

Impairment increased by £24 million, or 7 per cent, to £373 million in 2016 compared to £349 million in 2015. Underlying credit quality remains stable.

 

2015 COMPARED WITH 2014

 

Underlying profit increased by £352 million, or 13 per cent to £3,091 million in 2015 compared to £2,739 million in 2014, driven by improved margins and reduced impairments.

 

Net interest income increased £394 million, or 6 per cent, to £6,664 million in 2015 compared to £6,270 million in 2014. Margin performance was strong, increasing 12 basis points to 2.22 per cent in 2015 compared to 2.10 per cent in 2014, driven by improved deposit mix and margin, more than offsetting reduced lending rates.

 

Other income decreased £87 million, or 7 per cent, to £1,115 million in 2015 compared to £1,202 million in 2014, driven by current account transaction related income and regulatory changes, in particular, impacting the Wealth business.

 

Operating expenses increased £100 million, 2 per cent, to £4,339 million in 2015 compared to £4,239 million in 2014. The increase reflects continued business investment and simplification to improve customer experiences.

 

Impairment reduced by £145 million, or 29 per cent, to £349 million in 2015 compared to £494 million in 2014, driven by continued low risk underwriting discipline, strong portfolio management and a favourable credit environment.

28

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

COMMERCIAL BANKING

 

Commercial Banking has a client-led, low risk, capital efficient strategy, helping UK-based clients and international clients with a link to the UK. Through its four client facing divisions – SME, Mid Markets, Global Corporates and Financial Institutions – it provides clients with a range of products and services such as lending, transactional banking, working capital management, risk management, debt capital markets services, as well as access to private equity through Lloyds Development Capital.

 

    2016    20151    20141 
    £m    £m    £m 
Net interest income   2,735    2,576    2,542 
Other income   1,987    2,072    1,962 
Total income   4,722    4,648    4,504 
Operating lease depreciation   (105)   (30)   (24)
Net income   4,617    4,618    4,480 
Operating expenses   (2,133)   (2,162)   (2,139)
Impairment   (16)   22    (85)
Underlying profit   2,468    2,478    2,256 
   
1 Restated, as explained on page 24.

 

2016 COMPARED WITH 2015

 

Commercial Banking underlying profit decreased by £10 million, to £2,468 million in 2016 compared to £2,478 million in 2015 due to additional charges relating to certain leasing assets partially offset by total income growth.

 

Net interest income increased by £159 million, or 6 per cent, to £2,735 million in 2016 compared to £2,576 million in 2015 with an improvement in net interest margin supported by high quality deposit growth, disciplined deposit pricing and reduced funding costs.

 

Other income decreased by £85 million, or 4 per cent, to £1,987 million in 2016 compared to £2,072 million in 2015 driven by non-recurring income recognised in 2015, relating to refinancing support of Global Corporates clients.

 

Operating lease depreciation increased by £75 million to £105 million in 2016 compared to £30 million in 2015 due to additional charges relating to certain leasing assets.

 

Operating expenses decreased by £29 million to £2,133 million in 2016 compared to £2,162 million in 2015.

 

Impairments increased by £38 million, to £16 million charge in 2016 compared to £22 million release in 2015.

 

2015 COMPARED WITH 2014

 

Commercial Banking underlying profit increased by £222 million, or 10 per cent, to £2,478 million in 2015 compared to £2,256 million in 2014 due to lower impairments and increased total underlying income partially offset by higher operating costs.

 

Net interest income increased by £34 million, or 1 per cent, to £2,576 million in 2015 compared to £2,542 million in 2014 driven by reduced funding costs and higher net interest margin due to disciplined new lending and an increase in deposits.

 

Other income increased by £110 million, or 6 per cent, to £2,072 million in 2015 compared to £1,962 million in 2014 driven by refinancing support provided to Global Corporate clients and increases in Mid Markets.

 

Operating lease depreciation increased by £6 million to £30 million in 2015 compared to £24 million in 2014. Operating expenses increased by £23 million, to £2,162 million in 2015 compared to £2,139 million in 2014.

 

Impairments improved by £107 million to a £22 million release in 2015 compared to an £85 million charge in 2014 reflecting lower gross charges and an increase in write-backs.

29

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

CONSUMER FINANCE

 

Consumer Finance comprises motor finance, credit cards, unsecured personal loans and its European business, which includes mortgages and deposit taking. Unsecured personal loans joined the division in 2016 in order to reposition this business for growth. This brings together all consumer lending products to enable better and more coordinated focus on these markets. Consumer Finance’s aim is to deliver sustainable growth within risk appetite through building digital capability and continuing to create innovative propositions, underpinned by improvements to customer experience.

 

    2016    20151   20141
    £m    £m    £m 
Net interest income   1,941    1,954    2,037 
Other income   1,338    1,359    1,368 
Total income   3,279    3,313    3,405 
Operating lease depreciation   (775)   (720)   (667)
Net income   2,504    2,593    2,738 
Operating expenses   (939)   (977)   (971)
Impairment   (282)   (235)   (318)
Underlying profit   1,283    1,381    1,449 
   
1 Restated, as explained on page 24.

 

2016 COMPARED WITH 2015

 

Underlying profit was £1,283 million in 2016 compared to £1,381 million in 2015, a decrease of £98 million, or 7 per cent, driven by slightly lower income and increased impairment.

 

Total income decreased by £34 million to £3,279 million in 2016 compared to £3,313 million in 2015.

 

Net interest margin decreased by 73 basis points to 5.88 per cent, contributing to a reduction in net interest income to £1,941 million in 2016 compared to £1,954 million in 2015. Net interest margin was down due to the focus on high quality, lower margin motor finance business, with the margin also impacted by lower Euribor and planned reductions in deposits, in line with the Lloyds Banking Group’s funding strategy.

 

Other income reduced by £21 million to £1,338 million in 2016 compared to £1,359 million in 2015, due to the market-wide reduction in credit card interchange fees, partly offset by continued fleet growth in Lex Autolease.

 

Operating expenses reduced by £38 million, or 4 per cent, to £939 million in 2016 compared to £977 million in 2015 with continued investment in the business more than offset by underlying efficiency savings.

 

The impairment charge increased by £47 million, or 20 per cent, to £282 million in 2016 compared to £235 million in 2015, primarily due to overall growth and the non-recurrence of a favourable one-off release in 2015.

 

2015 COMPARED WITH 2014

 

Underlying profit was £1,381 million in 2015 compared to £1,449 million in 2014 with growth in better quality but lower margin lending resulting in lower income but lower impairments, offset by increased cost of investment in growth initiatives.

 

Total income decreased by £92 million to £3,313 million in 2015 compared to £3,405 million in 2014.

 

Net interest margin decreased by 68 basis points to 6.61 per cent, contributing to a reduction in net interest income to £1,954 million in 2015 compared to £2,037 million in 2014. Net interest margin was down due to the acquisition of lower risk but lower margin new business, an increased proportion of Black Horse lending including the partnership with Jaguar Land Rover, lower unsecured personal lending balances and the impact of the planned reduction in deposits in line with the Group’s balance sheet funding strategy.

 

Other income reduced by £9 million to £1,359 million in 2015 compared to £1,368 million in 2014, as higher income from growing the Lex Autolease fleet was offset by the impact of lower interchange income in Cards following the recent EU ruling.

 

Operating expenses increased by £6 million to £977 million in 2015 compared to £971 million in 2014 as operating cost savings were offset by continued investment in growth initiatives.

 

The impairment charge reduced by £83 million, or 26 per cent, to £235 million in 2015 compared to £318 million in 2014. This has been driven by continued underlying improvement in portfolio quality and supported by the sale of recoveries assets in the credit card and unsecured personal lending portfolios together with a one-off release in the motor business. The asset quality ratio improved by 28 basis points.

30

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

INSURANCE

 

Insurance provides a broad range of long term savings, retirement and protection products to retail and corporate customers, either direct or through intermediary networks or through the Group’s banking branches .

 

Life, Pensions and Investments

 

The Life, Pensions and Investments business provides long-term savings, retirement solutions and protection products primarily distributed through intermediaries and direct channels of Scottish Widows.

 

General Insurance

 

The General Insurance business is a leading provider of home insurance in the UK, with products sold through the branch network, direct channels and strategic corporate partners. The business also has brokerage operations for personal and commercial insurances. It operates primarily under the Lloyds Bank, Halifax and Bank of Scotland brands.

 

    2016    2015    2014 
    £m    £m    £m 
Net interest expense   (146)   (163)   (131)
Other income   1,755    1,827    1,725 
Total income, net of insurance claims   1,609    1,664    1,594 
Operating expenses   (772)   (702)   (672)
Underlying profit   837    962    922 

 

2016 COMPARED WITH 2015

 

Underlying profit from Insurance was £125 million, or 13 per cent lower at £837 million compared to £962 million in 2015. A 17 per cent increase in new business income was more than offset by adverse economics impacting existing business income together with increased investment costs.

 

Net interest expense decreased by £17 million, or 10 per cent, to £146 million from £163 million in 2015 due to lower interest rates.

 

Other income decreased by £72 million, or 4 per cent, to £1,755 million from £1,827 million in 2015. The decrease was driven by adverse economics impacting existing business income partly offset by growth in the planning and retirement and protection propositions and increased general insurance income.

 

2015 COMPARED WITH 2014

 

Underlying profit from insurance was £40 million, or 4 per cent higher at £962 million compared to £922 million in 2014. The increase was driven by bulk annuity deals and the net benefit from a number of assumption updates, partly offset by increased costs reflecting significant investment spend, adverse economics, and reduced general insurance income.

 

Net interest expense increased by £32 million, or 24 per cent, to £163 million from £131 million in 2014 due to holding increased debt whilst a tranche of subordinated debt was re-financed.

 

Other income increased by £102 million, or 6 per cent, to £1,827 million from £1,725 million in 2014. The increase was driven by bulk annuity deals and the net benefit from a number of assumption updates, partly offset by adverse economics and reduced general insurance income.

31

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

UNDERLYING PROFIT BY PRODUCT GROUP

 

   2016   2015   2014 
   New   Existing       New   Existing       New   Existing     
   business   business   Total   business   business   Total   business   business   Total 
   income   income   income   income   income   income   income   income   income 
   £m   £m   £m   £m   £m   £m   £m   £m   £m 
Corporate pensions   123    135    258    140    175    315    143    164    307 
Bulk annuities   121    16    137    125    –    125    –    –    – 
Planning and retirement   109    95    204    40    94    134    63    123    186 
Protection   19    33    52    12    37    49    46    31    77 
Longstanding life, pensions and investments   9    393    402    9    467    476    16    483    499 
    381    672    1,053    326    773    1,099    268    801    1,069 
Life and pensions experience and other items             223              235              26 
General Insurance             354              323              418 
                                              
Net interest income and free asset return             (21)             7              81 
Total costs             (772)             (702)             (672)
Underlying profit             837              962              922 

 

2016 COMPARED WITH 2015

 

New business income has increased by £55 million to £381 million driven by growth in planning and retirement and protection propositions. This has more than offset lower income from corporate pensions.

 

Existing business income has decreased by £101 million, primarily driven by adverse economics.

 

There was a net benefit of £223 million as a result of experience and other items. This included one off benefits following an update to the methodology for calculating the illiquidity premium and the addition of a new death benefit to legacy pension contracts, to align terms with other pensions products. These were partly offset by the effect of recent reforms on activity within the pensions market.

 

General insurance income net of claims has increased by £31 million primarily driven by lower weather related claims.

 

Net interest income and free asset return has decreased by £28 million with benefits from lower interest rates on net interest income being more than offset by a lower expected rate of return on free assets.

 

Total costs were £70 million higher reflecting increased investment and £28 million annual levy associated with the Flood Re scheme.

 

2015 COMPARED WITH 2014

 

New business income increased by £58 million to £326 million with the primary driver being the new bulk annuity business. This was offset by a reduction in Protection income, following the removal of face-to-face advice in branch standalone protection sales and reduced annuity income following the introduction of Pensions Freedoms in 2015. Corporate pension income remained robust despite lower sales following the auto enrolment driven increases in 2014.

 

Existing business income decreased by £28 million reflecting the reduction in the expected rate of return used to calculate life and pensions income. The rate of return is largely set by reference to an average 15 year swap rate (2.57 per cent in 2015 and 3.48 per cent in 2014).

 

Life and pensions experience and other items increased by £209 million. 2015 assumption changes and experience variances include an adverse impact of £208 million in Pensions and Investments as a result of the strengthening of lapse assumptions on the pensions book to allow for the impact of the recent pension reforms. This was more than offset by the £240 million of benefit recognised within Planning and Retirement, primarily as a result of changes to assumptions on longevity. These longevity changes reflect both experience in the annuity portfolio and the adoption of a new industry model reflecting an updated view of future life expectancy. Benefits from the long term investment strategy increased by £15 million, reflecting the successful acquisition of a further £1.4 billion of higher yielding assets to match the long duration annuity liabilities.

 

General Insurance income net of claims has fallen by £95 million. This reflects the run-off of products closed to new customers, the impact of becoming a sole underwriter of the home insurance business (which has resulted in a short-term reduction from the loss of commission recognised upfront) and the impact of adverse weather conditions.

 

Net interest income and free asset return has decreased by £74 million due to holding increased debt whilst a tranche of subordinated debt was re-financed and a lower rate of return on free assets.

 

Total costs were £30 million higher, reflecting significant investment spend as part of an ongoing programme of growth and simplification initiatives. In 2015 this included the launch of Protection to IFAs and the bulk annuities business alongside the Part VII transfer as well as a significant regulatory change agenda in particular to support pensions freedoms and transition to Solvency II. Excluding investment related expenditure, underlying costs fell by 3 per cent during 2015 reflecting ongoing operational efficiencies.

32

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OTHER

 

Other comprises Run-off, the results of TSB up until loss of control in March 2015 and Central items.

 

Run-off

Run-off includes assets classified as outside the Group’s risk appetite and the results and gains on sale relating to businesses disposed in 2014.

 

    2016    2015    2014 
    £m    £m    £m  
Net interest expense   (110)   (88)   (116)
Other income   120    145    451 
Total income   10    57    335 
Operating lease depreciation   (15)   (14)   (29)
Net income   (5)   43    306 
Operating expenses   (77)   (150)   (279)
Impairment   26    (8)   (203)
Underlying loss   (56)   (115)   (176)

 

2016 COMPARED WITH 2015

 

The underlying loss of £56 million was an improvement of £59 million compared to the loss of £115 million in 2015.

 

Total income decreased by £47 million to £10 million in 2016 compared to £57 million in 2015, in particular reflecting reduced fee and other income as the portfolio continues to run off.

 

Operating expenses were £73 million, or 49 per cent, lower at £77 million compared to £150 million in 2015 reflecting the reducing costs of managing the portfolio as it runs down.

 

Impairment was a credit of £26 million compared to a charge of £8 million in 2015, in particular reflecting a credit in 2016 compared to a charge in 2015 in relation to Irish lending

 

2015 COMPARED WITH 2014

 

The underlying loss of £115 million was £61 million lower than the loss of £176 million in 2014 as a result of both lower operating expenses and lower impairment charges as the run-off portfolios were managed down.

 

The reduction in total income from £335 million in 2014 to £57 million in 2015 was due to the sale of Scottish Widows Investment Partnership during 2014 and the continued reduction in run-off assets.

 

Operating costs were £164 million, down £144 million as a result of business disposals in 2014.

 

The reduction in the impairment charge from £203 million in 2014 to £8 million in 2015 reflects the continued progress in managing down the run-off portfolios.

 

TSB

 

TSB served retail and small business customers; providing a full range of retail banking products. The Group sold its controlling interest in TSB in March 2015 and ceased to consolidate TSB’s results at that point.

 

    2016    2015    2014 
    £m    £m    £m  
Net interest income   –    192    786 
Other income   –    31    140 
Total income   –    223    926 
Operating expenses   –    (86)   (370)
Impairment   –    (19)   (98)
Underlying profit   –    118    458 

 

TSB results are shown on a Lloyds Banking Group reporting basis. The costs of TSB’s head office functions are excluded from underlying profit.

33

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

OTHER (continued)

 

2016 COMPARED WITH 2015

 

Because TSB was sold during 2015, no results have been consolidated in 2016, this compares to a profit of £118 million in 2015, for the period up to sale in March 2015.

 

2015 COMPARED WITH 2014

 

Underlying profit was £340 million, or 74 per cent, lower at £118 million in 2015 compared to £458 million in 2014; this principally reflects the fact that TSB was only consolidated for three months in 2015, compared to a full year in 2014.

 

Total income was £703 million, or 76 per cent, lower at £223 million in 2015 compared to £926 million in 2014; operating expenses were £284 million, or 77 per cent, lower at £86 million in 2015 compared to £370 million in 2014; and the impairment charge was £79 million, or 81 per cent, lower at £19 million in 2015 compared to £98 million in 2014.

 

Central items

 

Central Items includes income and expenses not recharged to the divisions. These largely comprise residual income from the Group’s processes to allocate funding and liquidity costs to the divisions and the charge for payments to the Group’s charitable foundations.

 

    2016    2015    2014 
    £m    £m    £m 
Total income   330    176    132 
Operating expenses credit (expense)   2    19    (22)
Impairment release (charge)   –    2    (2)
Underlying profit   332    197    108 

 

2016 COMPARED WITH 2015

 

The underlying profit of £332 million was £135 million, or 69 per cent, higher than £197 million in 2015.

 

Total income increased by £154 million to £330 million in 2016 compared to £176 million in 2015 largely as a result of sales of liquid assets including gilts, and the timing of dividends from the Group’s strategic investments.

 

Operating expenses were a credit of £2 million compared to a credit of £19 million in 2015.

 

2015 COMPARED WITH 2014

 

Underlying profit was £197 million in 2015, £89 million higher than the £108 million profit in 2014.

 

Total income was £176 million, £44 million higher than 2014 as it included a full year benefit in net interest income from the exchange of the Enhanced Capital Notes in 2014.

 

Operating costs were a credit of £19 million compared with a charge of £22 million in 2014 and represent the residual amount after allocations to the divisions.

 

There was a net release of impairment of £2 million compared with a charge of £2 million in 2014.

34

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

AVERAGE BALANCE SHEET AND NET INTEREST INCOME

 

   2016  2015  2014
   Average   Interest       Average   Interest       Average   Interest     
   balance   income   Yield   balance   income   Yield   balance   income   Yield 
   £m   £m   %   £m   £m   %   £m   £m   % 
Assets                                             
Loans and receivables:                                             
Loans and advances to banks   82,409    381    0.46    94,543    397    0.42    78,762    406    0.52 
Loans and advances to customers   457,622    15,190    3.32    464,012    16,256    3.50    504,246    17,806    3.53 
Debt securities   3,797    56    1.47    2,139    40    1.87    1,633    42    2.57 
Available-for-sale financial assets   40,604    762    1.88    40,967    725    1.77    50,269    957    1.90 
Held-to-maturity investments   16,003    231    1.44    13,256    197    1.49    –    –    – 
Total interest-earning assets of banking book   600,435    16,620    2.77    614,917    17,615    2.86    634,910    19,211    3.03 
Total interest-earning trading securities and other financial assets at fair value through profit or loss   81,961    1,594    1.94    87,583    1,955    2.23    82,018    1,993    2.43 
Total interest-earning assets   682,396    18,214    2.67    702,500    19,570    2.79    716,928    21,204    2.96 
Allowance for impairment losses on loans and receivables   (2,536)             (4,729)             (10,051)          
Non-interest earning assets   148,965              145,224              158,584           
Total average assets and interest income   828,825    18,214    2.20    842,995    19,570    2.32    865,461    21,204    2.45 
                                              
   2016  2015  2014
   Average           Average           Average         
   interest   Net   Net   interest   Net   Net   interest   Net   Net 
   earning   interest   interest   earning   interest   interest   earning   interest   interest 
   assets   income   margin   assets   income   margin   assets   income   margin 
   £m   £m   %   £m   £m   %   £m   £m   % 
Average interest-earning assets and net interest income:                                             
Banking business   600,435    9,274    1.54    614,917    11,318    1.84    634,910    10,660    1.68 
Trading securities and other financial assets at fair value through profit or loss   81,961    1,060    1.29    87,583    1,205    1.38    82,018    1,464    1.78 
    682,396    10,334    1.51    702,500    12,523    1.78    716,928    12,124    1.69 
35

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

   2016  2015  2014
   Average   Interest       Average   Interest       Average   Interest     
   balance   expense   Cost   balance   expense   Cost   balance   expense   Cost 
   £m   £m   %   £m   £m   %   £m   £m   % 
Liabilities and shareholders’ funds                                             
Deposits by banks   10,540    68    0.65    10,442    43    0.41    11,604    86    0.74 
Customer deposits   366,178    2,520    0.69    380,137    3,299    0.87    416,651    4,781    1.15 
Liabilities to banks and customers under sale and repurchase agreements   8,342    38    0.46    5,960    34    0.57    2,104    55    2.61 
Debt securities in issue1   85,030    799    0.94    85,462    586    0.69    88,289    552    0.63 
Amounts payable to unitholders in consolidated open-ended investment vehicles   18,961    2,057    10.85    21,059    244    1.16    18,620    602    3.23 
Subordinated liabilities   22,330    1,864    8.35    24,975    2,091    8.37    29,332    2,475    8.44 
Total interest-bearing liabilities of banking book   511,381    7,346    1.44    528,035    6,297    1.19    566,600    8,551    1.51 
Total interest-bearing liabilities of trading book   50,700    534    1.05    61,560    750    1.22    54,980    529    0.96 
Total interest-bearing liabilities   562,081    7,880    1.40    589,595    7,047    1.20    621,580    9,080    1.46 
Interest-free liabilities                                             
Non-interest bearing customer accounts   54,379              45,294              42,049           
Other interest-free liabilities   163,688              158,852              157,824           
Non-controlling interests and shareholders’ funds   48,677              49,254              44,008           
Total average liabilities and interest expense   828,825    7,880    0.95    842,995    7,047    0.84    865,461    9,080    1.05 
                                              
1 The impact of the Group’s hedging arrangements is included on this line; excluding this impact the weighted average effective interest rate in respect of debt securities in issue would be 2.70 per cent (2015: 2.76 per cent; 2014: 3.06 per cent).

 

Loans and advances to banks and customers include impaired lending; interest on this lending has been recognised using the effective interest rate method, as required by IAS 39.

 

Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.

36

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

CHANGES IN NET INTEREST INCOME – VOLUME AND RATE ANALYSIS

 

The following table allocates changes in net interest income between volume and rate for 2016 compared with 2015 and for 2015 compared with 2014.

Where variances have arisen from both changes in volume and rate these are allocated to volume.

 

   2016 compared with 2015
Increase/(decrease)		  2015 compared with 2014
Increase/(decrease)
                         
   Total change   Volume   Rate   Total change   Volume   Rate 
   £m   £m   £m   £m   £m   £m 
Interest receivable and similar income                              
Loans and receivables:                              
Loans and advances to banks   (16)   (56)   40    (9)   66    (75)
Loans and advances to customers   (1,066)   (212)   (854)   (1,550)   (1,408)   (142)
Debt securities   16    24    (8)   (2)   9    (11)
Available-for-sale financial assets   37    (7)   44    (232)   (165)   (67)
Held-to-maturity investments   34    –    34    197    –    197 
Total banking book interest receivable and similar income   (995)   (251)   (744)   (1,596)   (1,498)   (98)
Total interest receivable and similar income on trading securities and other financial assets at fair value through profit or loss   (361)   (109)   (252)   (38)   124    (162)
Total interest receivable and similar income   (1,356)   (360)   (996)   (1,634)   (1,374)   (260)
Interest payable                              
Deposits by banks   25    1    24    (43)   (5)   (38)
Customer deposits   (779)   (96)   (683)   (1,481)   (318)   (1,163)
Liabilities to banks and customers under sale and repurchase agreements   4    10    (6)   (21)   22    (43)
Debt securities in issue   213    (4)   217    34    (20)   54 
Amounts payable to unitholders in consolidated open-ended investment vehicles   1,813    (228)   2,041    (358)   28    (386)
Subordinated liabilities   (227)   (221)   (6)   (384)   (365)   (19)
Total banking book interest payable   1,049    (538)   1,587    (2,253)   (653)   (1,600)
Total interest payable on trading and other liabilities at fair value through profit or loss   (216)   (114)   (102)   221    80    141 
Total interest payable   833    (652)   1,485    (2,032)   (573)   (1,459)
37

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

RISK OVERVIEW

 

EFFECTIVE RISK MANAGEMENT, GOVERNANCE AND CONTROL

 

Managing risk effectively is fundamental to the Group’s strategy and to operating successfully. The Group is a simple, low risk, UK focused, retail and commercial bank with a culture founded on a prudent through-the-economic-cycle appetite for risk.

 

A strong risk management culture is crucial for sustainable growth and within Lloyds it is at the heart of everything the Group does.

 

The Group’s approach to risk is founded on an effective control framework which guides how its colleagues approach their work, the way they behave and the decisions they make. Risk appetite – defined as the amount and type of risk that the Group is prepared to seek, accept or tolerate – is approved by the Board and is embedded within policies, authorities and limits across the Group.

 

ACHIEVEMENTS IN 2016

 

The Group has continued to deliver against its strategic priorities in 2016, simplifying and strengthening the business whilst growing in targeted areas. Risk has created a strong foundation to enable this progress, ensuring the Group reacts appropriately to the ever changing macro-economic and regulatory environment. The Group’s prudent risk culture and appetite, along with close collaboration with the business, has enabled effective decision making and the achievement of a number of risk related deliverables in the year. These included:

 

Conduct

The Group’s conduct strategy programme was fully implemented in 2016, embedding conduct into the everyday management of its business, ensuring that the Group retains a consistent and relentless focus on delivering improved customer outcomes through an open transparent culture.

 

Capital strength

The Group continues to maintain a strong capital position, with an adjusted CET1 ratio (taking account of the dividend paid by the insurance business in February 2017) of 13.7 per cent, through a combination of strong statutory profit driven by good underlying profit and lower PPI, along with lower risk-weighted assets. Risk-weighted assets reduced by 3 per cent to £215 billion, reflecting the continued de-risking of the portfolio, and were primarily driven by active portfolio management including asset sales, an improvement in asset quality and capital efficient securitisation activity.

 

The Group was also subject to the UK stress testing run by the Bank of England; passing on all levels, with no capital inadequacies identified.

 

Asset quality

Effective risk management ensured asset quality remained strong with no deterioration in the underlying portfolio. The impairment charge increased to £645 million (2015: £568 million) with the asset quality ratio increasing slightly to 15 basis points, but this was largely due to lower provision releases and write-backs. The gross asset quality ratio remained unchanged at 28 basis points. The Group’s prudent risk appetite and robust risk management framework were also reflected in impaired loans, which reduced by over £1 billion to £8.5 billion, and the impaired loans ratio, which continued to fall and is now below 2 per cent.

 

RISK GOVERNANCE

 

The Board approves the Group’s overall RMF and sets risk appetite, both of which are designed to ensure that the Group manages its risks in the right way to achieve its agreed strategic objectives. It has a dedicated Risk Committee of Non-Executive Directors who keep the design and performance of the Group’s RMF under close and regular scrutiny and interact closely with the executive risk management committee operating at Group Executive

 

RISK AS A STRATEGIC DIFFERENTIATOR

 

Group strategy and risk appetite are developed together to ensure one informs the other to deliver on the Group’s purpose to help Britain prosper whilst becoming the best bank for customers.

 

Risks are identified, managed and mitigated using the Group’s comprehensive Risk Management Framework (RMF), (see page 39) and its clearly defined risk appetite, embedded in policies, authorities and limits provides a clear framework for effective business decision making. The principal risks the Group faces, which could significantly impact the delivery of its strategy, are discussed on pages 40 to 43.

 

The Group believes effective risk management can be a strategic differentiator, in particular:

 

Prudent approach to risk

Implementing a prudent approach to risk appetite across the Group, aligned to the embedding of a strong risk culture, driven both from the top and across the wider business, ensures the Group operates within risk appetite.

 

Strong control framework

The Group’s RMF acts as the foundation for the delivery of effective risk control and ensures that the Group risk appetite is continually developed and adhered to.

 

Business focus and accountability

Effective risk management is a key focus and is included in key performance measures against which individual business units are assessed. The business areas in the first line of defence are accountable for risk but with oversight from a strong and importantly independent, second line of defence Risk Division.

 

Effective risk analysis, management and reporting

Continuing to deliver close monitoring and stringent reporting to all levels of management and the Board on a regular basis ensures appetite limits are maintained and subject to stressed analysis at a risk type and portfolio level.

 

Sustainable growth

Embedding a risk culture that ensures proactive support and constructive challenge takes place across the business is important for delivering sustainable growth.


38

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Committee level. The Board and senior management encourage a culture of transparency and openness to ensure that issues are escalated promptly to them where required.

 

The Board approved RMF and risk appetite are put into effect using an enterprise-wide framework which applies to every area of the business and covers all types of risk. The framework is designed to ensure the Group follows a consistent approach to risk management and reporting throughout, so that all risks are fully understood and managed in relation to its agreed risk appetite. It includes the Group’s policies, procedures, controls and reporting.

 

A high level structure is shown in the diagram below.

 

The framework is reviewed, updated and approved by the Board at least annually to reflect any changes in the nature of the Group’s business and external regulations, law, corporate governance and industry best practice. This helps to ensure the Group continues to meet responsibilities to its customers, shareholders and regulators.

 

The Group’s risk appetite and the policy framework define clear parameters within which its business units must operate in order to deliver the best outcome for customers and stakeholders. An updated risk appetite statement was approved by the Board in 2016.

 

The Board delegates authorities for risk management through the Group Chief Executive and the management hierarchy to individuals, an approach which is consistent with the focus of the Senior Managers and Certification Regime (SM&CR) on the principle of individual accountability. At a senior level, executives are supported in their decision making by a committee-based governance structure. The concept of individual accountability for risk management is embedded in the RMF and culture at every level, and guides the way all employees approach their work, behave and make decisions.

 

An important element of the framework is the maintenance of strong internal controls which are owned and operated by individual business areas. The Group’s risk governance arrangements supported the effective implementation of the requirements of the SM&CR which came into force in 2016.

 

39
OPERATINGAND FINANCIAL REVIEW AND PROSPECTS

 

THE MOST SIGNIFICANT RISKS WHICH COULD IMPACT THE DELIVERY OF THE GROUP’S LONG-TERM STRATEGIC OBJECTIVES AND RESPONSES, ARE DETAILED BELOW

 

The Group has considered many of the potential implications following the UK’s vote to leave the European Union and the impact to its customers, colleagues and products – as well as legal, regulatory, tax, finance and capital implications.

 

Continued uncertainty surrounding the political and macroeconomic environment remains but the potential impacts of external factors have been considered in all principal risks and uncertainties to ensure any material uncertainties continue to be monitored and are appropriately mitigated.

 

Principal risks and uncertainties are reviewed and reported regularly and no new risks have been identified in the year.

 

PRINCIPAL RISKS   KEY MITIGATING ACTIONS

 

CREDIT RISK

 

The risk that customers and/or other counterparties whom the Group has either lent money to or entered into a financial contract with, or other counterparties with whom the Group has contracted, fail to meet their financial obligations, resulting in loss to the Group.

Adverse changes in the economic and market environment the Group operates in or the credit quality and/or behaviour of its customers and counterparties could reduce the value of the Group’s assets and potentially increase its write downs and allowances for impairment losses, adversely impacting profitability.

Example:

– Whilst the Group has a deep understanding of credit risks across its commercial, mortgage and other portfolios; a changing economic environment, e.g. interest rate rises, can impact on customer affordability and therefore the Group’s performance.
– Credit policy, incorporating prudent lending criteria, aligned with Board approved risk appetite, to effectively manage risk.
   
– Robust risk assessment and credit sanctioning to ensure the Group lend appropriately and responsibly.
   
– Extensive and thorough credit processes and controls to ensure effective risk identification, management and oversight.
   
– Effective, well-established governance process supported by independent credit risk assurance.
   
– Early identification of signs of stress leading to prompt action in engaging the customer.


 

 

REGULATORY AND LEGAL RISK

 

The risks of changing legislation, regulation, policies, voluntary codes of practice and their interpretation in the markets in which the Group operates can have a significant impact on the Group’s operations, business prospects, structure, costs and/or capital requirements and ability to enforce contractual obligations.

 

Examples:

– Increased regulatory oversight and Prudential regulatory requirements.
   
– Increased legislative requirements, such as ring-fencing legislation.
– Ensure the Group develops comprehensive plans for delivery of all legal and regulatory changes and tracks their progress. Group-wide projects implemented to address significant impacts.
   
– Continued investment in people, processes, training and IT to assess impact and help meet legal and regulatory commitments.
   
– Engage with regulatory authorities and industry bodies on forthcoming regulatory changes, market reviews and investigations.


 

 

CONDUCT RISK

 

Conduct risk can arise from a number of areas including selling products to customers which do not meet their needs; failing to deal with customers’ complaints effectively; not meeting customers’ expectations; and exhibiting behaviours which do not meet market or regulatory standards.

 

Example:

– The most significant conduct cost in recent years has been PPI mis-selling.
– Conduct risk appetite metrics provide a granular view on how the Group’s products and services are performing for customers.
   
– Product approval, review processes and outcome testing supported by conduct management information.
   
– Learning from past mistakes through root cause analysis and clear customer accountabilities for colleagues, with rewards driven by customer-centric metrics.
   
– The development of a refined framework for addressing thematic issues impacting customers in vulnerable circumstances.


 

 

OPERATIONAL RISK

 

The Group faces significant operational risks which may result in financial loss, disruption of services to customers, and damage to the Group’s reputation. These include the availability, resilience and security of core IT systems and the potential for failings in customer processes.

 

Examples:

– A resilient IT environment is critical to providing reliable services to customers and enabling sustainable growth.
   
– The dynamic threat posed by cyber risk on the integrity of electronic data or the availability of systems.
– Continual review of the Group’s IT environment to ensure that systems and processes can effectively support customers’ requirements.
   
– Enhancing the resilience of systems that support critical business processes with independent verification of progress on an annual basis.
   
– Investing in enhanced cyber controls to protect against external threats to the confidentiality or integrity of electronic data, or the availability of systems and responding to findings from third party industry testing.


 

 

PEOPLE RISK

 

Key people risks include the risk that the Group fails to maintain organisational skills, capability, resilience and capacity levels in response to increasing volumes of organisational, political and external market change.

 

Example:

– Inability to attract or retain colleagues with key skills could impact the achievement of business objectives.
– Focused action to attract, retain and develop high calibre people. Delivering initiatives which reinforce behaviours to generate the best outcomes for customers and colleagues.
   
– Managing organisational capability and capacity to ensure there are the right skills and resources to meet customers’ needs.
   
– Effective remuneration arrangements to promote appropriate colleague behaviours and meet regulatory expectations.


 

40

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

KEY RISK INDICATORS ALIGNMENT TO STRATEGIC PRIORITIES AND FUTURE FOCUS

 

Impairment charge

 

 

 

Impaired assets

 

 
 

Delivering sustainable growth

Read more on page 53   

 

The Group has a conservative and well balanced UK credit portfolio, managed through the economic cycle and supported by strong credit portfolio management.

 

Credit risk decisions are consistent, fair and responsible, taking account of customers’ circumstances. The Group supports sustainable growth and meeting targets in the Helping Britain Prosper Plan while staying within prudent risk appetite.

 

Impairments remain below long term levels and are expected to increase as the level of write-backs and releases normalise. Emerging credit risks that have the potential to increase impairment include the global and UK economic environment, in particular increasing interest rates, as it can impact customer and counterparties’ affordability.

 

 

Mandatory, legal and regulatory investment spend

 

 
 

Delivering sustainable growth

Read more on page 108  

 

The Group is committed to operating sustainably and responsibly, and commit significant resource and expense to ensure the Group meets its legal and regulatory obligations.

 

The Group responds as appropriate to impending legislation and regulation and associated consultations and participates in industry bodies. The Group continues to be subject to significant ongoing and new legislation, regulation and court proceedings.

 

 

Conduct risk appetite metric performance-Group

 

 
 

Creating the best customer experience

Read more on page 86   

 

As the Group transforms and simplifies the business, minimising conduct risk is critical to achieving its strategic goals and meeting market and regulatory standards.

 

The successful transition of the Group’s customer-focused Conduct Strategy into Business as Usual, following robust review by the Group Customer First Committee, supports the Group’s vision of being the best bank for customers, enabling the creation of the best customer experience through learning from past mistakes.

 

 

Availability of core systems

 

 
 

Creating the best customer experience

Read more on page 93   

 

The Group recognises that resilient and secure technology is critical to creating the best customer experience and maintaining trust across the wider industry.

 

The availability and resilience of IT systems remains a key strategic priority and the Cyber programme continues to focus on enhancing cyber security controls. The control environment is regularly assessed through internal and third party testing.

 

 

Best bank for customers index

 

 

 
 

Creating the best customer experience

Read more on page 110  

 

Continued regulatory change relating to personal accountability and remuneration rules could affect the Group’s ability to attract and retain the calibre of colleagues required to meet changing customer needs. The Group continues to focus on developing colleagues, their capabilities and skills in order to create the best customer experience and to respond quickly to the rapidly evolving change in customers’ decision making, in an increasingly digital marketplace.
   
41

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

PRINCIPAL RISKS   KEY MITIGATING ACTIONS

 

INSURANCE RISK

 

Key insurance risks within the Insurance business are longevity, persistency and property insurance. Longevity risk is expected to increase as the Group’s presence in the bulk annuity market increases. Longevity is also the key insurance risk in the Group’s Defined Benefit Pension Schemes.

 

Examples:

– Increases in life expectancy (longevity) beyond current assumptions will increase the cost of annuities and pension scheme benefits.
   
– Uncertain property insurance claims impact Insurance earnings and capital, e.g. extreme weather conditions, such as flooding, can result in high property damage claims.
– Processes for underwriting, claims management, pricing and product design seek to control exposure. Longevity and bulk pricing experts support the bulk annuity proposition.
– The merits of longevity risk transfer and hedging solutions are regularly reviewed for both the Insurance business and the Group’s Defined Benefit Pension Schemes.
– Property insurance exposures are mitigated by a broad reinsurance programme.


 

 

CAPITAL RISK

 

The risk that the Group has a sub-optimal quantity or quality of capital or that capital is inefficiently deployed across the Group.

 

Example:

– A worsening macroeconomic environment could lead to adverse financial performance, which could deplete capital resources and/or increase capital requirements due to a deterioration in customers’ creditworthiness.
– A comprehensive capital management framework that sets and monitors capital risk appetite, including dividend policy appropriately.
– Close monitoring of capital and leverage ratios to ensure the Group meets current and future regulatory requirements.
– Comprehensive stress testing analysis to evidence capital adequacy under various adverse scenarios.


 

 

FUNDING AND LIQUIDITY RISK

 

The risk that the Group has insufficient financial resources to meet commitments as they fall due, or can only secure them at excessive cost.

 

Example:

– The Group’s funding and liquidity position is underpinned by a significant and stable customer deposit base and is supported by strong relationships with corporate customers and certain wholesale market segments. A deterioration in either the Group’s or the UK’s credit rating, or a sudden and significant withdrawal of customer deposits, would adversely impact the Group’s funding and liquidity position.
   
– Holding liquid assets to meet potential cash and collateral outflows, regulatory requirements and maintaining a further pool of secondary assets that can be used to access central bank liquidity facilities.
– Undertaking daily monitoring against a number of market and Group-specific early warning indicators, maintaining a contingency funding plan detailing actions and strategies available in stressed conditions.


 

 

GOVERNANCE RISK

 

Against a background of increased regulatory focus on governance and risk management, the most significant challenges arise from the requirement to improve the resolvability of the Group and to ring-fence core UK financial services and activities from January 2019 and further requirements under the SM&CR which come into force from March 2017.

 

Example:

– Non-compliance with or breaches of ring-fencing, resolution and SM&CR requirements will result in legal and regulatory consequences.
   
– Leveraging the Group’s considerable change experience to meet ring-fencing and resolution planning requirements and the continuing evolution of SM&CR.
– Programme in place to address ring-fencing and resolution planning. In close and regular contact with regulators to develop plans for the Group’s anticipated operating and legal structure.
– Evolving risk and governance arrangements that continue to be appropriate to comply with regulatory objectives.


 

 

MARKET RISK

 

The risk that the Group’s capital or earnings profile is affected by adverse market rates, in particular interest rates and credit spreads in the Banking business, equity and credit spreads in the Insurance business, and credit spreads in the Group’s Defined Benefit Pension Schemes.

 

Examples:

– Earnings are impacted by the Group’s ability to forecast and model customer behaviour accurately and establish appropriate hedging strategies.
– The Insurance business is exposed indirectly to equity through the value of future management charges on policyholder funds. Credit spread risk within the Insurance business primarily arises from bonds and loans used to back annuities. Credit spreads affect the value of the Group’s Defined Benefit Pension Schemes’ liabilities.
– Structural hedge programmes implemented to manage liability margins and margin compression, and the Group’s exposure to Bank Base Rate.
– Equity and credit spread risks are closely monitored and, where appropriate, asset liability matching is undertaken to mitigate risk.
– The Group’s Defined Benefit Pension Schemes have increased their credit allocation and hedged against nominal rate/inflation movements.
– Stress and scenario testing of Group risk exposures.


 

42

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

KEY RISK INDICATORS ALIGNMENT TO STRATEGIC PRIORITIES AND FUTURE FOCUS

 

Insurance (Life and Pensions) present value of new business premiums

 

 

Insurance (General Insurance) gross written premiums

 
 

Creating the best customer experience

Read more on page 109  

 

The Group is committed to meeting the changing needs of customers by working to provide a range of insurance products via multiple channels. The focus is on creating the best customer experience by helping customers protect themselves today whilst preparing for a secure financial future.

 

Strategic growth initiatives within Insurance are developed and managed in line with a defined risk appetite, aligned to the Group risk appetite and strategy.

 

 

Common equity tier 1 ratio1,2

 

 

Leverage ratio2

 
 

Delivering sustainable growth

Read more on page 101  

 

Ensuring the Group holds an appropriate level of capital to maintain financial resilience and market confidence, underpins its strategic objectives of supporting the UK economy and delivering sustainable growth.

 

Looking ahead, there are a number of regulatory capital framework changes which are yet to be finalised. These changes are being monitored closely as there is a risk that these could lead to higher capital requirements in the longer term.

 

 

Regulatory liquidity

 

Loan to deposit ratio

 
 

Delivering sustainable growth

Read more on page 95   

 

The Group maintains a strong funding position in line with its low risk strategy. The Group’s funding position has been significantly strengthened in recent years and the loan to deposit ratio remains within its target range.

 

Liquid assets now exceed the Group’s total wholesale funding. This provides a substantial buffer in the event of a market-wide stress which could reduce options to fund the Group’s balance sheet in future.

 

N/A
 

Delivering sustainable growth

Read more on page 111  

 

Ring-fencing will ensure the Group becomes safer and continues to create the best customer experience by providing further protection to core Retail and SME deposits, increasing transparency of the Group’s operations and facilitating the options available in resolution.

Resolution planning is intended to reduce the probability of failure and, through ensuring continuity of critical banking services, the impact on customers should the Group fail.

The Group’s Governance framework and strong culture of ownership and accountability enabled effective, on time, compliance with the SM&CR requirements which came into force from March 2016 and preparation for the SM&CR Certification requirements effective from March 2017.

 

 

Pension surplus/(deficit)

 

 
 

Delivering sustainable growth

Read more on page 87   

 

The Group manages exposure to movements in market rates throughout the year, leading the Group to promote low volatility earnings and offer a comprehensive customer proposition with market risk hedging strategies to support strategic aims, including delivering sustainable growth.

 

Mitigating actions are implemented to reduce the impact of market movements, resulting in a more stable capital position. This allows the Group to more efficiently utilise available capital resources to deliver sustainable growth.

 

Consistent with similar pension schemes, the Group’s Defined Benefit Pension Schemes were adversely impacted by the credit spread volatility in the third quarter of 2016. The interest rate and inflation hedging programmes remain effective.

 

   
1 This key risk indicator is also a key performance indicator (KPI).
   
2 The CET1 and leverage ratios at 31 December 2016 and 31 December 2015 are reported on an adjusted basis, including dividends paid by the Insurance business in February 2017 and February 2016 respectively, in relation to prior year earnings.
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RISK MANAGEMENT IS AT THE HEART OF THE GROUP’S STRATEGY TO BECOME THE BEST BANK FOR CUSTOMERS

 

THE GROUP’S MISSION IS TO SUPPORT THE BUSINESS IN DELIVERING SUSTAINABLE GROWTH. THIS IS ACHIEVED THROUGH INFORMED RISK DECISION MAKING AND SUPERIOR RISK AND CAPITAL MANAGEMENT, SUPPORTED BY A CONSISTENT RISK-FOCUSED CULTURE

 

The risk overview (pages 38 to 43) provides a summary of risk management within the Group. It highlights the important role of risk as a strategic differentiator, risk achievements in 2016 along with a brief overview of the Group’s risk governance structure and the principal risks faced by the Group and key mitigating actions.

 

This full risk management section provides a more in-depth picture of how risk is managed within the Group, detailing the Group’s emerging risks, approach to stress testing, risk governance, committee structure, appetite for risk (pages 44 to 51) and a full analysis of the primary risk drivers (pages 52 to 112) – the framework by which risks are identified, managed, mitigated and monitored.

 

Each risk driver is described and managed using the following standard headings: definition, exposures, measurement, mitigation and monitoring.

 

THE GROUP’S APPROACH TO RISK

 

The Group operates a prudent approach to risk with rigorous management controls to support sustainable business growth and minimise losses. Through a strong and independent risk function (Risk Division) a robust control framework is maintained to identify and escalate current and emerging risks to support sustainable business growth within Board Risk Appetite and through good risk reward decision making.

 

Risk culture

The Board ensures that senior management implements risk policies and risk appetites that either limit or, where appropriate, prohibit activities, relationships and situations that could be detrimental to the Group’s risk profile.

 

As part of a conservative business model that embodies a risk culture founded on a prudent approach to managing risk, the Group reviewed its Codes of Business and Personal Responsibility in 2016 reinforcing its approach where colleagues are accountable for the risks they take and where the needs of customers are paramount.

 

The focus remains on building and sustaining long-term relationships with customers cognisant of the economic climate.

 

Risk appetite

Risk appetite is defined as ‘the amount and type of risk that the Group is prepared to seek, accept or tolerate.’

 

Risk appetite is documented in a Board Risk Appetite Statement which is reviewed by the Board Risk Committee and approved annually by the Board.

 

The Board metrics are supported by more detailed sub-Board functional and divisional risk appetite metrics.

 

The Board Risk Appetite is aligned to the Risk Appetite Framework, and in turn the Risk Management Framework and Group Risk Principles.

 

Risk appetite is embedded within principles, policies, authorities and limits across the Group and continues to evolve to reflect external market developments and composition of the Group.

 

The Group’s strategy operates in tandem with the Board Risk Appetite and business planning is undertaken with a view to meeting the requirements of the Board Risk Appetite.

 

Performance is optimised by allowing business units to operate within approved risk appetite and limits.

 

The Board Risk Committee is responsible for overseeing the development, implementation and maintenance of the Group’s overall risk management framework and its risk appetite, to ensure they are in line with emerging regulatory, corporate governance and industry best practice.

 

Board Risk Appetite includes the following areas:

 

– Credit – the Group has a conservative and well balanced credit portfolio through the economic cycle.
   
– Conduct – the Group’s product design and sales practices ensure that products are transparent and meet customer needs.
   
– Market – the Group takes minimal proprietary trading risk, reflecting the customer focused nature of the Group’s activities.
   
– Operational – the Group has robust controls in place to manage operational losses, reputational events and regulatory breaches. It identifies and assesses emerging risks and acts to mitigate these.
   
– Funding and liquidity – the Group maintains a prudent liquidity profile to ensure it can survive under stressed conditions, and a balance sheet structure that limits its reliance on potentially volatile sources of funding.
   
– Capital and earnings – the Group maintains capital levels commensurate with a prudent level of solvency, even under stressed conditions. It aims to deliver consistent and high quality earnings and has low appetite for earnings shocks or surprises from any risk type.
   
– Regulatory and legal – the Group complies with all relevant regulation and all applicable laws (including Codes of Practice which could have legal implications) and/or legal obligations.
   
– People – the Group leads responsibly and proficiently, manages its people resource effectively, supports and develops colleague talent, and meets legal and regulatory obligations related to its people.
   
– Financial reporting – the Group meets regulatory reporting and tax requirements in jurisdictions where it operates and ensures the timely and transparent disclosure and dissemination of information relating to its listed debt or equity.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

– Governance – the Group has governance arrangements that support the effective long-term operation of the business, maximise shareholder value and meet regulatory and societal expectations.
   
– As a separate regulated entity with its own Board, the Insurance business has its own Risk Appetite and maintains its own Risk Appetite framework, aligned to the Group Risk Appetite framework

 

GOVERNANCE AND CONTROL

 

– The Group’s approach to risk is founded on a robust control framework and a strong risk management culture which are the foundation for the delivery of effective risk management and guide the way all employees approach their work, behave and make decisions.
   
– Governance is maintained through delegation of authority from the Board down to individuals through the management hierarchy. Senior executives are supported by a committee based structure which is designed to ensure open challenge and support effective decision making.
   
– The Group’s risk appetite, principles, policies, procedures, controls and reporting are regularly reviewed and updated where needed to ensure they remain fully in line with regulations, law, corporate governance and industry good-practice.
   
– The interaction of the executive and non-executive governance structures relies upon a culture of transparency and openness that is encouraged by both the Board and senior management.
   
– Board-level engagement, coupled with the direct involvement of senior management in Group-wide risk issues at Group Executive Committee level, ensures that escalated issues are promptly addressed and remediation plans are initiated where required.
   
– Line management is directly accountable for identifying and managing risks in their individual businesses, ensuring that business decisions strike an appropriate balance between risk and reward consistent with the Group’s risk appetite.
   
– Clear responsibilities and accountabilities for risk are defined across the Group through a Three Lines of Defence model which ensures effective independent oversight and assurance in respect of key decisions.

 

RISK DECISION MAKING AND REPORTING

 

– Taking risks which are well understood, consistent with strategy and with appropriate return is a key driver of shareholder value.
   
– Risk analysis and reporting supports the identification of opportunities as well as risks.
   
– An aggregate view of the Group’s overall risk profile, key risks and management actions, and performance against risk appetite, is reported to and discussed monthly at the Group Risk Committee (and a subset at the Group Asset and Liability Committee), with regular reporting to the Board Risk Committee and the Board.
   
– Rigorous stress testing exercises are carried out to assess the impact of a range of adverse scenarios with different probabilities and severities to inform strategic planning.
   
– The Chief Risk Officer regularly informs the Board Risk Committee (BRC) of the aggregate risk profile and as a member of the Board, has direct access to the Chairman and members of BRC.

 

Table 1.1: Exposure to risk arising from the business activities of the Group

 

The table below provides a high level guide to how the Group’s business activities are reflected in its risk measures and balance sheet. Details of the business activities for each division are provided in the Divisional Results on pages 28 to 34.

 

  Retail
£bn		 Commercial
Banking
£bn		 Consumer
Finance
£bn		 Run-off
£bn		 Central
Items1
£bn		 Insurance2
£bn		 Group
£bn
Risk-weighted assets (RWAs)              
– Credit risk 39.7 78.2 28.6 8.3 11.9 – 166.7
– Counterparty credit risk3 – 8.6 – – 1.0 – 9.6
– Market risk – 3.1 – – – – 3.1
– Operational risk 15.5 6.1 3.5 0.2 – – 25.3
Total (excluding threshold) 55.2 96.0 32.1 8.5 12.9 – 204.7
– Threshold4 – – – – 10.7 – 10.7
Total 55.2 96.0 32.1 8.5 23.6 – 215.4

 

1 Central Items include assets held outside the main operating divisions, including exposures relating to Group Corporate Treasury which holds the Group’s liquidity portfolio, and Group Operations.
   
2 As a separate regulated business, Insurance maintains its own regulatory solvency requirements, including appropriate management buffers, and reports directly to the Insurance Board. Insurance does not hold any RWAs, as its assets are removed from the Banking Group’s regulatory capital calculations. However, part of the Group’s investment in Insurance is included In the calculation of Threshold RWAs, subject to CRD IV rules, while the remainder is taken as a capital deduction.
   
3 Exposures relating to the default fund of a central counterparty and credit valuation adjustment risk are included in counterparty credit risk.
   
4 Threshold is presented on a fully loaded CRD IV basis. Threshold risk-weighted assets reflect the element of significant investments and deferred tax assets that are permitted to be risk-weighted instead of deducted from CET1 capital. Significant investments primarily arise from the investment in the Group’s Insurance business.

 

PRINCIPAL RISKS

 

The Group’s principal risks are shown in the risk overview (pages 40 to 43). The Group’s emerging risks are shown overleaf. Full analysis of the Group’s risk drivers is on pages 52 to 112.

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EMERGING RISKS

 

The Group considers the following to be risks that have the potential to increase in significance and affect the performance of the Group.

 

These risks are considered alongside the Group’s operating plan.

 

Risk   Key mitigating actions
Regulatory and legal: The industry continues to witness increased government and regulatory intervention in the financial sector with increasing regulatory rules and laws from both the UK and overseas affecting the Group’s operation.  

–  The Group continues to embed the strategic conduct agenda across all areas ensuring that the customer is at the heart of the Group’s business planning, whilst working closely with regulatory authorities and industry bodies to ensure that the Group can identify and respond to the evolving regulatory and legal landscape.

 

–  Programmes in place to deliver regulatory and legal change requirements.

 

Macroeconomic headwinds and political uncertainties: Political uncertainties over the UK’s relationship with EU Countries remains with US election outcomes and European elections adding to a globally uncertain political and macroeconomic outlook.  

–  Internal contingency plans recalibrated and regularly reviewed for potential strategic, operational and reputational impacts.

 

–  Engagement with politicians, officials, media, trade and other bodies to reassure the Group’s commitment to Helping Britain Prosper.

 

–  Wide array of risks considered in setting strategic plans.

 

–  Capital and Liquidity is reviewed regularly through committees, ensuring compliance with risk appetite/regulatory requirements.

 

IT resilience and cyber: Increasing digitisation places greater reliance on the provision of resilient and secure services to customers. Potential increases in the volume of cyber-attacks could disrupt service for customers, causing financial loss/reputational damage.  

–  Continued delivery of cyber control framework and investment in Cyber programme.

 

–  Operational Resilience activities will be combined with currency upgrades to form a new Technology Resilience programme.

 

Response to market changes (agility): As technology and customer needs change, the typical banking model is evolving and as such, operational complexity has the potential to restrict the Group’s speed of response.  

–  Organisational and behavioural effectiveness is regularly reviewed, ensuring simplicity/efficiency, supporting the Group’s strategy.

 

–  Sustained and continuing investment in digital capability and customer channels; plans updated to reflect market trends/customer behaviour.

 

Strategic use of customer data: Impacts of Data Regulation in respect of data sharing, data privacy and data loss, noting the need to defend against dynamic external challengers and consumer expectations. Failure to address growth in data movement or understand the Supply Chain/Third party controls may increase exposure to Cyber/Fraud leading to conduct/reputational issues.  

–  Assessment of the possible impacts of legislation is ongoing; delivery of enhanced systems and processes to fulfil related regulatory requirements.

 

–  Chief Data Officer reviewing operating model and identifying opportunities to enhance the associated control environment.

 

Ring-fencing: Legislation and rules impact the business and operating model and cost of serving customers effectively. EU Exit/ heightened implementation risk may require a change to target business/ operational model adding complexity, timescales and execution costs.  

–  Updates reported to Board and GEC on key components of non ring-fence programmes.

 

–  The Group is actively engaged with HM Treasury, the PRA and FCA to ensure that it is able to fully implement the restructuring required to implement ring-fencing by the January 2019 deadline.

 

Resolution: Plans are in place to deliver on bail-in-able debt (MREL) for the Group by 1 January 2022 (interim target 1 January 2020); uncertainty surrounds investor appetite/pricing as many banks will approach the same investor base over a similar period.   –  Early engagement with investors; capitalising on the Group’s name in the market, and spread issuance over the time window available.
     
Geopolitical shocks: Current uncertainties could further impede the global economic recovery. Events in China, Russia, the Middle-East, as well as terrorist activity, have the potential to worsen economic outlook and funding conditions.  

–  Risk appetite criteria limits single counterparty bank/non-bank exposures complemented by a UK-focused strategy.

 

–  Financial Stability Forum develops and maintains Stability Response Plan; acting as a Rapid Reaction Group, when external crises occur.

 

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

CAPITAL STRESS TESTING

 

OVERVIEW

 

Stress testing is recognised as a key risk management tool within the Group by the Board, senior management, the businesses and the Risk and Finance functions. It is fully embedded in the planning process of the Group as a key activity in medium term planning and senior management is actively involved in stress testing activities via a strict governance process.

 

The Group uses scenario stress testing for:

 

Risk identification:

– To understand key vulnerabilities of the Group under adverse economic conditions.

 

Risk appetite:

– Assess the results of the stress test against the Group’s risk appetite to ensure the Group is managed within its risk parameters.
   
– Inform the setting of risk appetite by assessing the underlying risks under stress conditions.

 

Strategic and capital planning:

– Allow senior management and the Board to adjust strategies if the plan does not meet risk appetite in a stressed scenario.
   
– Support the Internal Capital Adequacy Assessment Process (ICAAP) by demonstrating capital adequacy, and meet the requirements of regulatory stress tests that are used to inform the setting of the Group’s PRA and management buffers (see Capital Risk on pages 101 to 108).

 

Risk mitigation:

– Drive the development of potential actions and contingency plans to mitigate the impact of adverse scenarios. Stress testing also links directly to the Group’s Recovery Planning process.

 

REGULATORY STRESS TESTS

 

During 2016, the Group was subject to the European Banking Authority’s Europe-wide stress test with the Group’s results significantly above minimum capital requirements. The concurrent UK stress test run by the Bank of England was also undertaken in 2016. As announced in November, the Group comfortably exceeded the capital thresholds set by the Prudential Regulation Authority and was not required to take any action as a result of this test.

 

INTERNAL STRESS TESTS

 

At least on an annual basis, the Group conducts macroeconomic stress tests of the operating plan, which is supplemented with higher-level refreshes if necessary. The exercise aims to highlight the key vulnerabilities of the Group’s business plan to adverse changes in the economic environment, and to ensure that there are adequate financial resources in the event of a downturn.

 

REVERSE STRESS TESTING

 

Reverse stress testing is used to explore the vulnerabilities of the Group’s strategies and plans to extreme adverse events that would cause the business to fail, in order to facilitate contingency planning. The scenarios used are those that would cause the Group to be unable to carry on its business activities. Where reverse stress testing reveals plausible scenarios with an unacceptably high risk when considered against the Group’s risk appetite, the Group will adopt measures to prevent or mitigate that risk, which are then reflected in strategic plans.

 

OTHER STRESS TESTING ACTIVITY

 

The Group’s stress testing programme also involves undertaking assessment of liquidity scenarios, market risk sensitivities and scenarios and business specific scenarios (see the principal risks on pages 52 to 112 for further information on risk specific stress testing). If required, ad hoc stress testing exercises are also undertaken to assess emerging risks, as well as in response to regulatory requests. This wide ranging programme provides a comprehensive view of the potential impacts arising from the risks to which the Group is exposed and reflects the nature, scale and complexity of the Group.

 

METHODOLOGY

 

The stress tests at all levels must comply with all regulatory requirements, achieved through comprehensive construction of macroeconomic scenarios and a rigorous divisional, functional, risk and executive review and challenge process, supported by analysis and insight into impacts on customers and business drivers.

 

The engagement of all required Risk and Finance areas is built into the preparation process, so that the appropriate analysis of each risk driver’s impact upon the business plans is understood and documented. The methodologies and modelling approach used for stress testing ensure that a clear link is shown between the macroeconomic scenarios, the business drivers for each area and the resultant stress testing outputs. All material assumptions used in modelling are documented and justified, with a clearly communicated review and sign-off process. Modelling is supported by expert judgement and is subject to the Group Model Governance Policy.

 

GOVERNANCE

 

Clear accountabilities and responsibilities for stress testing are assigned to senior management and the Risk and Finance functions throughout the Group. This is formalised through the Group Business Planning and Stress Testing Policy and Procedure, which are reviewed at least annually.

 

The Group Financial Risk Committee (GFRC), chaired by the Chief Risk Officer and attended by the Chief Financial Officer and other senior Risk and Finance colleagues, is the Committee that has primary responsibility for overseeing the development and execution of the Group’s stress tests.

 

The review and challenge of the detailed stress forecasts, the key assumptions behind these, and the methodology used to translate the economic assumptions into stressed outputs conclude with the divisional Finance Director’s, appropriate Risk Director’s and Managing Director’s sign-off. The outputs are then presented to GFRC, Group Asset and Liability Committee/Group Risk Committee/Group Executive Committee and Board Risk Committee for Group-level executive review and challenge, before being approved by the Board.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

HOW RISK IS MANAGED IN LLOYDS BANKING GROUP

 

The Group’s Risk Management Framework (RMF) (see risk overview, page 38) is structured around the following nine components which meet and align with the industry-accepted internal control framework issued by the Committee of Sponsoring Organisations of the Treadway Commission.

 

The RMF provides the Group with an effective mechanism for developing and embedding risk policies and risk management strategies which are aligned with the risks faced by its businesses. It also seeks to facilitate effective communication on these matters across the Group.

 

Role of the Board and senior management

Key responsibilities of the Board and senior management include:

 

– setting risk appetite and approval of the RMF;
   
– approval of Group-wide risk principles and policies;
   
– the cascade of delegated authority (for example to Board sub-committees and the Group Chief Executive); and
   
– effective oversight over risk management consistent with the risk appetite.

 

Risk appetite

– Risk appetite is defined within the Group as ‘the amount and type of risk that the Group is prepared to seek, accept or tolerate’ (see The Group’s approach to Risk page 44).

 

GOVERNANCE FRAMEWORKS

 

– The Policy framework is founded on Board-approved key principles for the overall management of risk in the organisation, which are aligned with Group strategy and risk appetite and based on a current and comprehensive risk profile that identifies all material risks to the organisation. The principles are underpinned by a hierarchy of policies which define mandatory requirements for risk management and control which are consistently implemented across the Group.
   
– The risk committee governance framework is outlined below.

 

Three Lines of Defence model – the RMF is implemented through a ‘Three Lines of Defence’ model which defines clear responsibilities and accountabilities and ensures effective independent oversight and assurance activities take place covering key decisions.

 

– Business lines (first line) have primary responsibility for risk decisions, identifying, measuring, monitoring and controlling risks within their areas of accountability. They are required to establish effective governance, and control frameworks for their business to be compliant with Group Policy requirements, to maintain appropriate risk management skills, mechanisms and toolkits, and to act within Group risk appetite parameters set and approved by the Board.
   
– Risk Division (second line) is a centralised function providing oversight and independent constructive challenge to the effectiveness of risk decisions taken by business management, providing proactive advice and guidance, reviewing challenging and reporting on the risk profile of the Group and ensuring that mitigating actions are appropriate.
   
– Group Audit (third line) provides independent and objective assurance designed to add value and improve the organisation’s operations. It helps the Group accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. Group Audit provides independent assurance to the Audit Committee and the Board that risks within the Group are recognised, monitored and managed within acceptable parameters. Group Audit is fully independent of the business and the Risk Division, and seeks to ensure objective challenge to the effectiveness of the risk governance framework.

 

Mandate of the Risk Division – the objective of Risk Division is to provide both proactive advice and constructive challenge to the business. It also has a key role in promoting the implementation of a strategic approach to risk management reflecting the risk appetite and RMF agreed by the Board that encompasses:

 

– embedded effective risk management processes;
   
– transparent focused risk monitoring and reporting;
   
– provision of expert and high quality advice and guidance to the Board, executives and management on strategic issues and horizon scanning including pending regulatory changes; and
   
– a constructive dialogue with the first line through provision of advice, development of common methodologies, understanding, education, training, and development of new tools.

 

Risk Division, headed by the Chief Risk Officer, consists of eight Risk Directors and their specialist teams. These teams provide oversight and independent challenge to business management and support senior management and the Board with independent reporting on risks and opportunities. Risk Directors, responsible for each risk type, meet on a regular basis under the chairmanship of the Chief Risk Officer to review and challenge the risk profile of the Group and to ensure that mitigating actions are appropriate.

 

The Chief Risk Officer is accountable for developing and leading an industry-wide recognised Risk function that adds value to the Group by:

 

– providing a regular comprehensive view of the Group’s risk profile, both current and emerging key risks, and management actions;
   
– (with input from the business areas and Risk Division) proposing Group risk appetite to the Board for approval, and overseeing performance of the Group against risk appetite;
   
– developing an effective RMF which meets regulatory requirements for approval by the Board, and overseeing execution and compliance; and
   
– challenging management on emerging risks and providing expert risk and control advice to help management maintain an effective risk and control framework.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The Risk Directors:

 

– provide independent advice, oversight and challenge to the business;
   
– design, develop and maintain policies, specific functional risk type frameworks and guidance to ensure alignment with business imperatives and regulatory requirements;
   
– establish and maintain appropriate governance structures, culture, oversight and monitoring arrangements which ensure robust and efficient compliance with relevant risk-type risk appetites and policies;
   
– lead regulatory liaison on behalf of the Group including horizon scanning and regulatory development for their risk type; and
   
– propose risk appetite and oversight of the associated risk profile across the Group.

 

Risk identification, measurement and control – the process for risk identification, measurement and control is integrated into the overall framework for risk governance. Risk identification processes are forward looking to ensure emerging risks are identified. Risks are captured in comprehensive risk logs/ registers, and measured using robust and consistent quantification methodologies. The measurement of risks includes the application of stress testing and scenario analysis, and considers whether relevant controls are in place before risks are incurred.

 

Risk monitoring, aggregation and reporting – identified risks are logged and reported on a monthly basis or as frequently as necessary to the appropriate committee. The extent of the risk is compared to the overall risk appetite as well as specific limits or triggers. When thresholds are breached, committee minutes are clear on the actions and timeframes required to resolve the breach and bring risk within given tolerances. There is a clear process for escalation of risks and risk events.

 

All business areas complete a Control Effectiveness Review (CER) annually, reviewing the effectiveness of their internal controls and putting in place a programme of enhancements where appropriate. The CER reports are approved at Divisional Risk Committees or directly by the relevant member of the Group Executive Committee to confirm the accuracy of the assessment. This key process is overseen and independently challenged by Risk Division, reviewed by Group Audit against the findings of its assurance activities, and reported to the Board.

 

Risk culture – supporting the formal frameworks of the RMF is the underlying culture, or shared behaviours and values, which sets out in clear terms what constitutes good behaviour and good practice. In order to effectively manage risk across the organisation, the functions encompassed within the Three Lines of Defence have a clear understanding of risk appetite, business strategy and an understanding of (and commitment to) the role they play in delivering it. A number of levers are used to reinforce the risk culture, including tone from the top, clear accountabilities, effective communication and challenge and an appropriately aligned performance incentive and structure.

 

Risk resources and capabilities – appropriate mechanisms are in place to avoid over-reliance on key personnel or system/technical expertise within the Group. Adequate resources are in place to serve customers both under normal working conditions and in times of stress, and monitoring procedures are in place to ensure that the level of available resource can be increased if required. Colleagues undertake appropriate training to ensure they have the skills and knowledge necessary to enable them to deliver fair outcomes for customers, being mindful of the Group’s strategic conduct agenda, Customer Treatment Policy/Standards and Financial Conduct Authority requirements.

 

There is ongoing investment in risk systems and models alongside the Group’s investment in customer and product systems and processes. This drives improvements in risk data quality, aggregation and reporting leading to effective and efficient risk decisions.

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RISK GOVERNANCE

 

The risk governance structure below is integral to effective risk management across the Group. Risk Division is appropriately represented on key committees to ensure that risk management is discussed in these meetings. This structure outlines the flow and escalation of risk information and reporting from business areas and Risk Division to GEC and Board. Conversely, strategic direction and guidance is cascaded down from the Board and GEC.

 

Company Secretariat support senior and Board level committees, and support the Chairs in agenda planning. This gives a further line of escalation outside the Three Lines of Defence.

 

Table 1.2: Risk governance structure

 

 

 

 

 

         
GROUP CHIEF EXECUTIVE COMMITTEES   BUSINESS AREA PRINCIPAL ENTERPRISE RISK COMMITTEES   RISK DIVISION COMMITTEES AND GOVERNANCE
         

Group Executive Committee (GEC)

Group Risk Committee (GRC)

Group Asset and Liability Committee (GALCO)

Group Customer First Committee

Group Cost Management Committee

Conduct Review Committee

Executive Compensation Committee

Responsible Business Management Committee

  

Retail Risk Committee

Consumer Finance Risk Committee

Customer Products and Markets Risk

Committee

Commercial Banking Risk Committee

Digital Risk Committee

Insurance Risk Committee

Finance Risk Committee

Group Operations Risk Committee

Group Functions Executive/Risk Committees

Risk Division Risk Committee

  

Credit Risk

– Executive Credit Approval Committee

– Commercial Banking Credit Risk Committees

– Retail & Consumer Credit Risk Committees

 

Market Risk

– Group Market Risk Committee

 

Conduct, Compliance and Operational Risk

– Group Conduct, Compliance & Operational Risk Committee

 

Fraud and Financial Crime Risk

– Group Financial Crime Prevention Committee

– Group Fraud Committee

 

Financial Risk

– Group Financial Risk Committee

 

Capital Risk

– Group Capital Risk Committee

 

Model Risk

– Group Model Governance Committee

 

Insurance Risk through the governance arrangements for Insurance Group

(Insurance Group is a separate regulated entity with its own Board, governance structure and Chief Risk Officer)

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

BOARD, EXECUTIVE AND RISK COMMITTEES

 

The Group’s risk governance structure (see table 1.2) strengthens risk evaluation and management, while also positioning the Group to manage the changing regulatory environment in an efficient and effective manner.

 

Assisted by the Board Risk and Audit Committees, the Board approves the Group’s overall governance, risk and control frameworks and risk appetite. Refer to the Corporate Governance section on pages 152 to 176, for further information on Board committees.

 

The divisional/functional risk committees review and recommend divisional/functional risk appetite and monitor local risk profile and adherence to appetite.

 

Insurance, which is subject to separate regulation, has its own Board and governance structure. The Insurance Board, assisted by a Risk Oversight Committee and Audit Committee, approves the governance, risk and control frameworks for the Insurance business and the Insurance business risk appetite, ensuring it aligns with the Group’s framework and risk appetite.

 

Table 1.3: Executive and Risk Committees

 

The Group Chief Executive is supported by the following:

 

Committees Risk focus
Group Executive Committee (GEC) Supports the Group Chief Executive in exercising his authority in relation to material matters having strategic, cross-business area or Group-wide implications.
Group Risk Committee (GRC) Reviews and recommends the Group’s risk appetite and governance, risk and control frameworks, material Group policies and the allocation of risk appetite. The committee also regularly reviews risk exposures and risk/reward returns and approves material risk models.
Group Asset and Liability Committee (GALCO) Responsible for the strategic management of the Group’s assets and liabilities and the profit and loss implications of balance sheet management actions. It is also responsible for the risk management framework for market risk, liquidity risk, capital risk and earnings volatility.
Group Customer First Committee (GCFC) Provides a Group-wide perspective on the progress of Group’s, Divisions’ and Functions’ implementation of initiatives which enhance the delivery of customer outcomes and customer trust, and set and promote the appropriate tone from the top to fulfil the Group’s vision to become the best bank for customers and Help Britain Prosper.
Group Cost Management Committee Leads and shapes the Group’s approach to cost management, ensuring appropriate governance and process over Group-wide cost management activities and effective control of the Group’s cost base.
Conduct Review Committee Provides oversight and challenge in connection with the Group’s engagement with conduct review matters as agreed with the Group Chief Executive.
Executive Compensation Committee Provides governance and oversight for Group-wide remuneration matters and policies.
Responsible Business Management Committee Recommends and implements the strategy and plans to deliver the Group’s aspiration to be a leader in responsible business as part of the objective of helping Britain prosper.
The Group Risk Committee is supported through escalation and ongoing reporting by business area risk committees, cross-divisional committees addressing specific matters of Group-wide significance and the following Risk committees which ensure effective oversight of risk management:
Credit Risk Committees Responsible for the development and effectiveness of the relevant credit risk management framework, clear description of the Group’s credit risk appetite, setting of credit policy, and compliance with regulatory credit requirements.
Group Market Risk Committee (GMRC) Monitors and reviews the Group’s aggregate market risk exposures and concentrations and provides a proactive and robust challenge around business activities giving rise to market risks.
Group Conduct, Compliance and Operational Risk Committee Responsible for monitoring breaches, material events and risk issues and conducting deep dive assessments on specific Conduct, Compliance or Operational Risk subjects to inform corrective action along with the sharing of information and best practice.
Group Financial Crime Prevention Committee Reviews and challenges the management of financial crime risk including the overall strategy and performance and engagement with financial crime authorities. The committee is accountable for ensuring that, at Group level, financial crime risks are effectively identified and managed within risk appetite and that strategies for financial crime prevention are effectively co-ordinated and implemented across the Group.
Group Fraud Committee Is responsible for ensuring that the development and application of fraud risk management complies with the Group’s strategic aims and risk appetite, and broader corporate responsibilities. The committee provides direction and focus to priorities which enhance the Group’s fraud risk management capabilities in line with business and customer objectives, including engagement with external fraud detection and prevention bodies.
Group Financial Risk Committee Responsible for reviewing, challenging and recommending to GEC/GRC/GALCO, the Group Individual Liquidity Adequacy Assessment and Internal Capital Adequacy Assessment Process (ICAAP) submissions, the Group Recovery Plan, and the annual stress testing of the Group’s operating plan, PRA and EBA stress tests, and any other analysis as required.
Group Capital Risk Committee Provides oversight of capital matters within the Group including the Group’s capital position, Pillar 2 requirements, regulatory reform and accounting developments specific to capital, and reviews regulatory submissions including the ICAAP and Recovery Plan prior to submission to GFRC.
Group Model Governance Committee Responsible for setting the framework and standards for model governance across the Group, including establishing appropriate levels of delegated authority and principles underlying the Group’s risk modelling framework, specifically regarding consistency of approach across business units and risk types. It approves risk models other than material models which are approved by GRC.
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FULL ANALYSIS OF RISK DRIVERS

 

The Group’s risk framework covers all types of risk which affect the Group and could impact on the achievement of its strategic objectives. A detailed description of each category is provided below.

 

PRIMARY RISK DRIVERS

 

Credit risk Conduct
risk		 Market
risk		 Operational
risk		 Funding
and liquidity
risk		 Capital
risk		 Regulatory
and legal risk		 Insurance risk People risk Financial reporting risk Governance
risk
                     
Page 53 Page 86 Page 87 Page 93 Page 95 Page 101 Page 108 Page 109 Page 110 Page 111 Page 111

 

SECONDARY RISK DRIVERS

 

Portfolio concentration risk

Counterparty credit risk

Country risk

Collateral management risk

Customer risk

Product risk

Product distribution/ advice risk

Interest rate risk

Equity risk

Foreign exchange risk

Credit spread risk

Inflation risk

Property risk

Alternative asset risk

Basis risk

Commodity risk

Regulatory and legal process

Client money/fiduciary obligations

Conduct process

Financial crime

Fraud

People process

Sourcing

Internal service provision

External service provision (divested clients)

Physical security and health and safety

Information security and cyber

IT systems

Change

Business process

Financial reporting process

Governance process

Risk process

Operational resilience

Funding risk

Liquidity risk

Capital sufficiency

Capital efficiency

 

Compliance risk

Competition risk

Legal risk

 

Longevity risk

Mortality risk

Morbidity risk

Customer behaviour risk (including persistency risk)

Property insurance risk

Expenses risk

 

Resourcing

Performance and reward

Culture and engagement

Talent and succession

Learning

Well-being

Legal and regulatory (people)

Financial and prudential regulatory reporting

Tax reporting and compliance

Pillar 3 disclosure

Governance

Disclosure

Model risk

Ethics

                     

 

The Group considers both reputational and financial impact in the course of managing all its risks and therefore does not classify reputational impact as a separate risk driver.

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CREDIT RISK

 

DEFINITION

 

Credit Risk is defined as the risk that parties with whom the Group has contracted fail to meet their financial obligations (both on or off balance sheet).

 

EXPOSURES

 

The principal sources of credit risk within the Group arise from loans and advances, contingent liabilities, commitments, debt securities and derivatives to customers, financial institutions and sovereigns. The credit risk exposures of the Group are set out in note 52 on page F-87. Credit risk exposures are categorised as ‘retail’, arising primarily in the Retail, Consumer Finance and Run-off divisions, and some small and medium sized enterprises (SMEs) and ‘corporate’ (including larger SMEs, corporates, banks, financial institutions and sovereigns) arising primarily in the Commercial Banking, Run-off and Insurance Divisions and Group Corporate Treasury (GCT).

 

In terms of loans and advances, (for example loans and overdrafts) and contingent liabilities (for example credit instruments such as guarantees and standby, documentary and commercial letters of credit), credit risk arises both from amounts advanced and commitments to extend credit to a customer or bank. With respect to commitments to extend credit, the Group is potentially exposed to loss in an amount equal to the total unused commitments. However, the likely amount of loss is less than the total unused commitments, as most retail commitments to extend credit may be cancelled and the creditworthiness of customers is monitored regularly. Most commercial term commitments to extend credit are contingent upon customers maintaining specific credit standards, which together with the creditworthiness of customers are monitored regularly.

 

Credit risk also arises from debt securities and derivatives. The total notional principal amount of interest rate, exchange rate, credit derivative and other contracts outstanding at 31 December 2016 is shown on page 61. The notional principal amount does not, however, represent the Group’s credit risk exposure, which is limited to the current cost of replacing contracts with a positive value to the Group. Such amounts are reflected in note 52 on page F-87.

 

Additionally, credit risk arises from leasing arrangements where the Group is the lessor. Note 2(J) on page F-14 provides details on the Group’s approach to the treatment of leases.

 

Credit risk exposures in the Insurance Division largely result from holding bond and loan assets in the shareholder funds (including the annuity portfolio) and from exposure to reinsurers.

 

The investments held in the Group’s defined benefit pension schemes also expose the Group to credit risk. Note 36 on page F-47 provides further information on the defined benefit pension schemes’ assets and liabilities.

 

Loans and advances, contingent liabilities, commitments, debt securities and derivatives also expose the Group to refinance risk. Refinance risk is the possibility that an outstanding exposure cannot be repaid at its contractual maturity date. If the Group does not wish to refinance the exposure then there is refinance risk if the obligor is unable to repay by securing alternative finance. This may be because the borrower is in financial difficulty, or because the terms required to refinance are outside acceptable appetite at the time. Refinance risk exposures are managed in accordance with the Group’s existing credit risk policies, processes and controls, and are not considered to be material given the Group’s prudent and through the cycle credit risk appetite. Where heightened refinance risk exists (such as in Commercial Banking’s Business Support Unit (BSU) or the run-off book) exposures are minimised through intensive account management and are impaired and forborne where appropriate.

 

MEASUREMENT

 

In measuring the credit risk of loans and advances to customers and to banks at a counterparty level, the Group reflects three components:

 

(i) the ‘probability of default’ by the counterparty on its contractual obligations; (ii) current exposures to the counterparty and their likely future development, from which the Group derives the ‘exposure at default’; and (iii) the likely loss ratio on the defaulted obligations (the ‘loss given default’).

 

For regulatory capital purposes the Group’s rating systems assess probability of default and if appropriate, exposure at default and loss given default, in order to derive Risk Weighted Assets (RWAs) and regulatory Expected Loss (EL). If not appropriate, regulatory prescribed exposure at default and loss given default values are used in order to derive RWAs and EL.

 

Impairment allowances are recognised for financial reporting purposes only for loss events that have occurred at the balance sheet date, based on objective evidence of impairment. Due to the different methodologies applied, the amount of incurred credit losses provided for in the financial statements differs from the amount determined from the regulatory expected loss models. Note 2(H) on page F-13 provides details of the Group’s approach to the impairment of financial assets.

 

The obligor quality measurement of both retail and commercial counterparties is largely based on the outcomes of credit risk (probability of default PD) models. The Group operates a number of different regulatory rating models, typically developed internally using statistical analysis and management judgement – retail models rely more on the former, commercial models include more of the latter, especially in the larger corporate and more specialised lending portfolios. Internal data is supplemented with external data in model development, where appropriate.

 

The models vary, inter alia, in the extent to which they are ‘point in time’ versus ‘through the cycle’. The models are subject to rigorous validation and oversight/governance including, where appropriate, benchmarking to external information.

 

In the principal retail portfolios, exposure at default and loss given default models are in use. For regulatory reporting purposes, counterparties are segmented into a number of rating grades, each representing a defined range of default probabilities and exposures migrate between rating grades if the assessment of the counterparty probability of default changes. The Retail Master scale comprises 13 non-default ratings and one default rating.

 

In commercial portfolios the PD models also segment counterparties into a number of rating grades, with each grade representing a defined range of default probabilities. Counterparties migrate between rating grades if the assessment of the PD changes. The Corporate (non-retail) Master Scale comprises of 19 non-default ratings and 4 default rating grades, and forms the basis on which internal reporting is completed.

 

MITIGATION

 

The Group uses a range of approaches to mitigate credit risk.

 

Prudent, through the cycle credit principles, risk policies and appetite statements: The independent Risk Division sets out the credit principles, risk policies and risk appetite statements. Principles and policies are reviewed regularly, and any changes are subject to a review and approval process. Policies and risk appetite statements, where appropriate, are supported by procedures, which provide a disciplined and focused benchmark for credit

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

decisions. Risk oversight teams monitor credit performance trends, review and challenge exceptions to planned outcomes, and test the adequacy of credit risk infrastructure and governance processes throughout the Group, which includes tracking portfolio performance against an agreed set of key appetite tolerances. Oversight and reviews are also undertaken by Credit Risk Oversight and Group Audit.

 

Strong rating systems and controls: The Group has established an independent team in the Risk Division that sets common minimum standards, designed to ensure risk models and associated rating systems are developed consistently and are of sufficient quality to support business decisions and meet regulatory requirements. Internal rating models are developed and owned by the Risk Division. The designated model owner takes responsibility for ensuring the validation of the rating systems, supported and challenged by an independent specialist Group function.

 

Limitations on concentration risk: Credit risk management includes portfolio controls on certain industries, sectors and product lines to reflect risk appetite as well as individual, customer and bank limit guidelines. Credit policies and appetite statements are aligned to the Group’s risk appetite and restrict exposure to higher risk countries and more vulnerable sectors and asset classes. Note 18 on page F-33 provides an analysis of loans and advances to customers by industry (for commercial customers) and product (for retail customers). Exposures are monitored to prevent both an excessive concentration of risk and single name concentrations. These concentration risk controls are not necessarily in the form of a maximum limit on exposure, but may instead require new business in concentrated sectors to fulfil additional minimum policy and/or guideline requirements. The Group’s large exposures are detailed to the Board and reported in accordance with regulatory reporting requirements.

 

Robust country risk management: The Board sets country risk appetite. Within this, country limits are authorised by the Group Country Risk Appetite Committee, taking into account economic, financial, political and social factors. Group policies stipulate that these limits must be consistent with, and support, the approved business and strategic plans of the Group.

 

Specialist expertise: Credit quality is managed and controlled by a number of specialist units within Risk Division providing, for example: intensive management and control (see Intensive care of customers in financial difficulty); security perfection, maintenance and retention; expertise in documentation for lending and associated products; sector specific expertise; and legal services applicable to the particular market place and product range offered by the business.

 

Stress testing and scenario analysis: The Group’s credit portfolios are also subjected to regular stress testing, with stress scenario assessments run at various levels of the organisation. Exercises focused on individual Divisions and portfolios are performed in addition to the Group led and regulatory stress tests. For further information on the stress testing process, methodology and governance refer to page 47.

 

Frequent and robust credit risk oversight and assurance: Undertaken by independent Credit Risk Oversight functions operating within Retail and Consumer Credit Risk and Commercial Banking Risk which are part of the Group’s second line of defence. Their primary objective is to provide reasonable and independent oversight that credit risk is being managed with appropriate and effective controls.

 

Group Audit performs the third line of credit risk assurance. A specialist team within Group Audit, comprising experienced credit professionals, is in place to carry out independent risk based internal control audits, providing an assessment of the effectiveness of internal credit controls, across the full credit lifecycle including the raising of impairment provisions. These audits cover the diverse range of the Group’s businesses and activities, and include both ‘standard’ risk based audits and reviews as well as agreed upon procedures to respond to any emerging risks or regulatory requirement. The work of Group Audit therefore continues to provide executive, senior management and Board Audit Committee with assurance on effectiveness of credit risk controls, as well as appropriateness of impairments.

 

ADDITIONAL MITIGATION FOR RETAIL AND CONSUMER FINANCE CUSTOMERS

 

The Group uses a variety of lending criteria when assessing applications for mortgages and unsecured lending. The general approval process uses credit acceptance scorecards and involves a review of an applicant’s previous credit history using information held by Credit Reference Agencies (CRA).

 

The Group also assesses the affordability and sustainability of lending for each borrower, for secured lending this includes use of an appropriate stressed interest rate scenario. Affordability assessments are compliant with relevant regulatory conduct guidelines. The Group takes reasonable steps to validate information used in the assessment of a customer’s income and expenditure.

 

In addition, the Group has in place quantitative limits such as product maximum limits, the level of borrowing to income and the ratio of borrowing to collateral. Some of these limits relate to internal approval levels and others are policy limits above which the Group will reject borrowing applications. The Group also applies certain criteria that are applicable to specific products such as for applications for a mortgage on a property that is to be let by the applicant.

 

For UK Secured, the Group’s policy permits owner occupier applications with a Loan to Value (LTV) maximum of 95 per cent. Applications with an LTV above 90 per cent are subject to enhanced underwriting criteria, including higher scorecard cut-offs. Loans above £500,000 are subject to a range of further controls, including reduced maximum income multiples, and increased case review via manual underwriting.

 

Buy-to-let mortgages are limited to a maximum loan size of £1,000,000 and 75 per cent LTV. Buy-to-let applications must pass a minimum Rental Cover Ratio of 125 per cent under stressed interest rates, after applicable tax liabilities.

 

The Group’s policy is to reject any application for a lending product where a customer is registered as bankrupt or insolvent, or has a recent County Court Judgment or financial default registered at a CRA used by the Group above de minimis thresholds. In addition, the Group rejects applicants where total unsecured debt, debt-to-income ratios, or other indicators of financial difficulty exceed policy limits.

 

Where credit acceptance scorecards are used, new models, model changes and monitoring of model effectiveness are independently reviewed and approved in accordance with the governance framework set by the Group Model Governance Committee.

 

ADDITIONAL MITIGATION FOR COMMERCIAL CUSTOMERS

 

Individual credit assessment and independent sanction of customer and bank limits: With the exception of small exposures to SME customers where relationship managers have limited delegated sanctioning authority, credit risk in commercial customer portfolios is subject to sanction by the independent Risk Division, which considers the strengths and weaknesses of individual transactions, the balance of risk and reward, and how credit risk aligns to the Group’s risk appetite. Exposure to individual counterparties, groups of counterparties or customer risk segments is controlled through a tiered hierarchy of delegated sanctioning authorities and limit guidelines. Approval requirements for each decision are based on a number of factors including, but not limited to, the transaction amount, the customer’s aggregate facilities, credit policy/risk appetite, credit risk ratings and the nature and term of the risk. The Group’s credit risk appetite criteria for counterparty and customer underwriting is generally the same as that for assets intended to

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

be held to maturity. All hard underwriting must be sanctioned via credit limits and a pre-approved credit matrix may be used for Best Efforts underwriting.

 

Counterparty limits: Limits are set against all types of exposure in a counterparty name, in accordance with an agreed methodology for each exposure type. This includes credit risk exposure on individual derivative transactions, which incorporates potential future exposures from market movements against agreed confidence intervals. Aggregate facility levels by counterparty are set and limit breaches are subject to escalation procedures.

 

Daily settlement limits: Settlement risk arises in any situation where a payment in cash, securities or equities is made in the expectation of a corresponding receipt in cash, securities or equities. Daily settlement limits are established for each relevant counterparty to cover the aggregate of all settlement risk arising from the Group’s market transactions on any single day.

 

COLLATERAL

 

The principal collateral types for loans and advances, contingent liabilities and derivatives with commercial and bank counterparties/customers are:

 

– properties;
   
– charges over business assets such as premises, inventory and accounts receivables;
   
– financial instruments such as debt securities;
   
– vehicles;
   
– cash; and
   
– guarantees received from third parties.

 

The Group maintains appetite guidelines on the acceptability of specific classes of collateral.

 

Collateral held as security for financial assets other than loans and advances is determined by the nature of the underlying exposure. Debt securities, including treasury and other bills, are generally unsecured, with the exception of asset-backed securities and similar instruments such as covered bonds, which are secured by portfolios of financial assets. Collateral is generally not held against loans and advances to financial institutions, except where securities are held as part of reverse repurchase or securities borrowing transactions or where a collateral agreement has been entered into under a master netting agreement. Derivative transactions with wholesale counterparties are typically collateralised under a Credit Support Annex (CSA) in conjunction with the ISDA Master Agreement. Derivative transactions with non-bank customers are not usually supported by a CSA.

 

No collateral is held in respect of retail credit card or unsecured personal lending. For non-mortgage retail lending to small businesses, collateral may include second charges over residential property and the assignment of life cover.

 

Commercial lending decisions must be based on an obligor’s ability to repay from normal business operations rather than reliance on the disposal of any security provided. The requirement for collateral and the type to be taken at origination will be based upon the nature of the transaction and the credit quality, size and structure of the borrower. For non-retail exposures, the Group will often require the collateral to include a first charge over land and buildings owned and occupied by the business, a debenture over one or more of the assets of a company or limited liability partnership, personal guarantees, limited in amount, from the directors of a company or limited liability partnership and key man insurance. The Group maintains policies setting out acceptable collateral bases for valuation maximum LTV ratios and other criteria to be considered when reviewing an application. Other than for project finance, object finance and income producing real estate where charges over the subject assets are required, the provision of collateral will not determine the outcome of an application. Notwithstanding this, the fundamental business proposition must evidence the ability of the business to generate funds from normal business sources to repay a customer/counterparty’s financial commitment.

 

The extent to which collateral values are actively managed will depend on the credit quality and other circumstances of the obligor and type of underlying transaction. Although lending decisions are based on expected cash flows, any collateral provided may impact the pricing and other terms of a loan or facility granted. This will have a financial impact on the amount of net interest income recognised and on internal loss given default estimates that contribute to the determination of asset quality and returns.

 

Collateral values are assessed at the time of loan origination. The Group requires collateral to always be realistically valued by an appropriately qualified source, independent of both the credit decision process and the customer, at the time of borrowing. In certain circumstances, for Retail residential mortgages this may include the use of automated valuation models based on market data, subject to accuracy criteria and loan to value limits. Collateral values are reviewed on a regular basis which will vary according to the type of lending, collateral involved and account performance. Such reviews are undertaken to confirm that the value recorded in the Bank’s systems remains appropriate and whether revaluation is required, considering for example, account performance, market conditions and any information available that may indicate that the value of the collateral has materially declined. In such instances, the Group may seek additional collateral. For Retail residential mortgages, the Group adjusts open market property values to take account of the costs of realisation and any discount associated with the realisation of the collateral when estimating credit losses.

 

The Group considers risk concentrations by collateral providers and collateral type, as appropriate, with a view to ensuring that any potential undue concentrations of risk are identified and suitably managed by changes to strategy, policy and/or business plans.

 

The Group seeks to avoid correlation or wrong way risk where possible. Under repo policy, the issuer of the collateral and the repo counterparty should be neither the same nor connected. The same rule applies for derivatives. The Risk Division has the necessary discretion to extend this rule to other cases where there is significant correlation. Countries with a rating equivalent to AA- and above may be considered to have no adverse correlation between the counterparty domiciled in the country and that country of risk (issuer of securities).

 

Refer to note 52 for further information on collateral.

 

MASTER NETTING AGREEMENTS

 

It is credit policy that a Group approved Master Netting Agreement must be used for all transactions and must be in place prior to trading. Any exceptions must be approved by the Credit Sanctioner. Although master netting agreements do not generally result in an offset of balance sheet assets and liabilities for accounting purposes, as transactions are usually settled on a gross basis, within relevant jurisdictions and for appropriate counterparty types they do reduce the credit risk to the extent that, if an event of default occurs, all trades with the counterparty may be terminated and settled on a net basis. The Group’s overall exposure to credit risk on derivative instruments subject to master netting agreements can change substantially within a short period, since this is the net position of all trades under the master netting agreement.

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OTHER CREDIT RISK TRANSFERS

 

The Group also undertakes asset sales, credit derivative based transactions and securitisations as a means of mitigating or reducing credit risk, taking into account the nature of assets and the prevailing market conditions.

 

MONITORING

 

In conjunction with Risk Division, businesses identify and define portfolios of credit and related risk exposures and the key benchmarks, behaviours and characteristics by which those portfolios are managed and monitored in terms of credit risk exposure. This entails the production and analysis of regular portfolio monitoring reports for review by senior management. Risk Division in turn produces an aggregated review of credit risk throughout the Group, including reports on significant credit exposures, which are presented to the Divisional Risk Committees, Group Risk Committee and the Board Risk Committee.

 

The performance of all rating models is monitored on a regular basis, in order to seek to ensure that models provide appropriate risk differentiation capability, the generated ratings remain as accurate and robust as practical, and the models assign appropriate risk estimates to grades/pools. All models are monitored against a series of agreed key performance indicators. In the event that the monitoring identifies material exceptions or deviations from expected outcomes, these will be escalated in accordance with the governance framework set by the Group Model Governance Committee.

 

INTENSIVE CARE OF CUSTOMERS IN FINANCIAL DIFFICULTY

 

The Group operates a number of solutions to assist borrowers who are experiencing financial stress. The material elements of these solutions through which the Group has granted a concession, whether temporarily or permanently, are set out below.

 

RETAIL AND CONSUMER FINANCE CUSTOMERS

 

The Group’s aim in offering forbearance and other assistance to customers in financial distress is to benefit both the customer and the Group by discharging the Group’s regulatory and social responsibilities to support its customers and act in their best long-term interests and by bringing customer facilities back into a sustainable position which, for residential mortgages, also means keeping customers in their homes. The Group offers a range of tools and assistance to support customers who are encountering financial difficulties. Cases are managed on an individual basis, with the circumstances of each customer considered separately and the action taken judged as being affordable and sustainable for the customer. Operationally, the provision and review of such assistance is controlled through the application of an appropriate policy framework, controls around the execution of policy, regular review of the different treatments to confirm that they remain appropriate, monitoring of customers’ performance and the level of payments received, and management visibility of the nature and extent of assistance provided and the associated risk.

 

Assistance is provided through trained colleagues in branches and dedicated telephony units, and via online guidance material. For those customers requiring more intensive help, assistance is provided through dedicated support units where tailored repayment programmes can be agreed. Customers are actively supported and referred to free money advice agencies when they have multiple credit facilities, including those at other lenders that require restructuring. Within the Collections and Recoveries functions, the sharing of best practice and alignment of policies across the Group has helped to drive more effective customer outcomes and achieve operational efficiencies.

 

The specific tools available to assist customers vary by product and the customer’s status. In defining the treatments offered to customers who have experienced financial distress, the Group distinguishes between the following categories:

 

– Reduced payment arrangements: a temporary arrangement for customers in financial distress where arrears accrue at the contractual payment, for example short-term arrangements to pay.
   
– Term extensions: a permanent account change for customers in financial distress where the overall term of the mortgage is extended, resulting in a lower contractual monthly payment.
   
– Repair: a permanent account change used to repair a customer’s position when they have emerged from financial difficulty, for example capitalisation of arrears.

 

Forbearance identification, classification and measurement

The Group classifies Retail and Consumer Finance accounts as forborne at the time a customer in financial difficulty is granted a concession. Accounts are classified as forborne only for the period of time which the exposure is known to be, or may still be, in financial difficulty. Where temporary forbearance is granted, exit criteria are applied to include accounts until they are known to no longer be in financial difficulty. Where the treatment involves a permanent change to the contractual basis of the customer’s account such as a capitalisation of arrears or term extension, the Group classifies the balance as forborne for a period of 24 months, after which no distinction is made between these accounts and others where no change has been made.

 

Those forborne loans which fall below individual assessment limits are grouped with other assets of similar characteristics and assessed collectively for impairment in accordance with the Group impairment policy detailed in note 2(H). The Group’s approach is to ensure that provisioning models, supported by management judgement, appropriately reflect the underlying loss risk of exposures. The performance and output of models are monitored and challenged on an ongoing basis, in line with the Group’s model governance policies.

 

The Group measures the success of a forbearance scheme for Secured customers based upon the proportion of customers performing (less than or equal to three months in arrears) over the 24 months following the exit from a forbearance treatment. For temporary treatments, 80 per cent of customers accepting reduced payment arrangements are performing. For permanent treatments, 83 per cent of customers who have accepted capitalisations of arrears and 84 per cent of customers who have accepted term extensions are performing.

 

Customers receiving support from UK government sponsored programmes

To assist customers in financial distress, the Group also participates in UK government sponsored programmes for households the most significant of which is the Income Support for Mortgage Interest which provides certain defined categories of customers access to a benefit scheme, paid for by the government, which covers all or part of the interest on the mortgage. There are two primary categories:

 

– Unemployed customers claiming Jobseekers Allowance: Qualifying customers are able to claim for mortgage interest at 3.12 per cent on up to £200,000 of the mortgage. There is a two year time limit on claims.

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– Pension Credit customers: Qualifying customers are able to claim for mortgage interest at 3.12 per cent on up to £100,000 of the mortgage and there is no time limit as to how long they can claim.

 

For both categories, all decisions regarding an individual’s eligibility and any amounts payable under the scheme rest solely with the government. Payments are made directly to the Group by the Department of Work and Pensions. The Group estimates that customers representing approximately £1.8 billion of its mortgage exposures are receiving this benefit, including those who are also receiving other treatments for financial difficulty.

 

COMMERCIAL CUSTOMERS

 

Early identification, control and monitoring are key to supporting the customer and protecting the Group. With the exception of small exposures in SME all non-retail exposures in the Commercial Banking and Run-off Divisions are reviewed at least annually (and more frequently where required) by the independent Risk Division. As part of the Group’s established Credit Risk Classification system, every exposure in the good book is categorised as either ‘good’ or ‘watchlist’. The term watchlist refers to cases which require closer monitoring on the good book and are split between Special Mention and Special Review (the latter being the more serious of the two). This complements the Group’s risk rating tools and is designed to identify and highlight portfolio levels of asset quality as well as individual problem credits. All watchlist names are reviewed by the Business and Risk Division regularly, and the classification is updated if required. This process seeks to ensure that relationship managers act promptly to identify, and highlight to senior management those customers who have greater potential to become higher risk in the future.

 

Those customers deemed higher risk where there is cause for concern over future repayment capability or where there is a risk of the asset becoming impaired will be transferred to the Business Support Unit (BSU) at an early stage. BSU will take over the ‘credit’ responsibility for the customer relationship whilst the ‘servicing’ responsibility remains with the original Relationship Manager. The over-arching aim of the BSU is to provide support and work consensually with each customer to try and resolve the issues, restore the business to a financially viable position and thereby bring about a business turnaround. This may involve a combination of restructuring, work out strategies and other types of forbearance.

 

With the exception of small exposures in SME, BSU case officers manage stressed and doubtful assets in Commercial Banking and are part of the independent Risk Division. They are highly experienced and operate in a closely controlled and monitored environment, including regular oversight and close scrutiny by senior management. Distressed run-off assets are managed to the same standards by Client Asset Management (CAM).

 

A detailed assessment is undertaken for cases in BSU to assist in reducing and minimising risk exposure and to also highlight potential strategic options. A range of information is required to fully appraise and understand the customer’s business and cashflow (and therefore debt serviceability) and may involve the Group, in addition to using its own internal sector experts, engaging professional advisers to perform asset valuations, strategic reviews and where applicable, independent business reviews. The assessment may also involve:

 

– critically assessing a customer’s ability to effectively manage the business in a distressed situation where a turnaround needs to be delivered;
   
– analysis of market sector factors, i.e. products, customers, suppliers, pricing and margin issues;
   
– performance review of operational areas that should be considered in terms of current effectiveness and efficiency and scope for improvements;
   
– financial analysis to model plans and factor in potential sensitivities, vulnerabilities and upsides; and
   
– determining the most appropriate corporate and capital structure suitable for the work-out strategy concerned.

 

The above assessment, monitoring and control processes continue throughout the period the case is managed within the BSU. All the analysis performed around cash flows is used to determine appropriate impairment provisions.

 

The level of Commercial Banking Division BSU gross lending to customers reduced from £4.2 billion to £3.4 billion between 31 December 2015 and 31 December 2016. The net reduction of £0.8 billion in BSU managed lending in Commercial Banking was driven by returns to mainstream, disposals, write-offs and repayments.

 

The Group’s treatment of loan renegotiations is included in the impairment policy in note 2(H) on page F-13. Income statement information set out in the credit risk tables is on an underlying basis (see page 24).

 

Forbearance

A key factor in determining whether the Group treats a commercial customer as forborne is the granting of a concession which is outside the Group’s current risk appetite to a borrower who experiences, or is believed to be about to experience, financial difficulty. Where a concession is granted to a customer that is not in financial difficulty or the risk profile is considered within the Group’s current risk appetite, the concession would not be considered to be an act of forbearance. The Group does not believe forbearance reporting is appropriate for derivatives, available for sale assets and the trading book where assets are marked to market daily.

 

The Group recognises that forbearance alone is not necessarily an indicator of impaired status, but it is a trigger for the review of the customer’s credit profile. If there is any concern over the future cash flows and/or the Group incurring a loss, then forborne loans will be classified as impaired in accordance with the Group’s impairment policy. All impaired loans, including recoveries portfolios, are currently reported as forborne.

 

Recovery can sometimes be through improvement in market or economic conditions, or the customer may benefit from access to alternative sources of liquidity, such as an equity injection. These can be especially relevant in real estate or other asset backed transactions where a fire sale of assets in a weak market may be unattractive.

 

Depending on circumstances and when operated within robust parameters and controls, the Group believes forbearance can help support the customer in the short to medium-term. The Group expects to have unimpaired forborne assets within its portfolios, where default has been avoided, or when no longer considered impaired, although the majority of these cases will be managed in the BSU, where more intensive management and monitoring is available.

 

Unimpaired forborne assets are included in calculating the overall collective unidentified impairment provision, which uses the historical observed default rate and loss emergence period of the relevant portfolio as a whole as part of its calculation.

 

Whilst the material portfolios have been reviewed for forbearance, some non-retail loans and advances in Commercial Banking and Run-off Divisions have not been reviewed on the basis that the level of unimpaired forbearance is relatively immaterial, or because the concept of forbearance is not relevant. These include Lloyds Bank Commercial Finance Ltd and The Agricultural Mortgage Corporation Plc.

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Types of forbearance

The Group’s strategy and offer of forbearance is largely dependent on each customers individual situation. Early identification, control and monitoring are key to supporting the customer and protecting the Group. Concessions are often provided to help the customer with their day to day liquidity and working capital. A number of options are available to the Group where a customer is facing financial difficulty and each case is treated depending on its own specific circumstances.

 

For commercial customers, the Group currently looks at forbearance concessions including changes to:

 

– Contractual payment terms (for example loan maturity extensions, or changes to capital and/or interest servicing arrangements, including capital repayment holidays or conversion to interest only terms); and
   
– Non-payment contractual terms (for example covenant amendments or waivers) where the concession enables default to be avoided.

 

The main types of forbearance concessions to commercial customers in or facing financial difficulty are set out below:

 

– Covenants: This includes temporary and permanent waivers, amendment or resetting of non-payment contractual covenants (including LTV and interest cover). The granting of this type of concession in itself would not result in the loan being classified as impaired and the customer is kept under review in the event that further forbearance is necessary;
   
– Extensions/Alterations: This includes extension and/or alteration of repayment terms to a level outside of market or the Group’s risk appetite due to the customer’s inability to make existing contractual repayment terms; amendments to an interest rate to a level considered outside of market or the Group’s risk appetite, or other amendments such as changes to capital and/or interest servicing arrangements including capital repayment holidays or conversion to interest only terms; and
   
– Multiple type of forbearance (a combination of the above two).

 

Forbearance identification, classification and measurement

All non-retail loans and advances on the watchlist are further categorised depending on the current and expected credit risk attaching to the customer and the transaction. All watchlist names are reviewed by the business and independent Risk function regularly and the classification is updated if required.

 

Any event that causes concern over future payments is likely to result in the customer being assessed for impairment and, if required, an impairment allowance recognised. If impairment is identified, the customer is immediately transferred to BSU (if not already managed there) and the lending will be treated as impaired.

 

All of a customer’s impaired loans are treated as forborne as they are considered as having been (or will be) granted some form of forbearance. Most impaired loans and advances exist only in the BSU within Commercial Banking Division and Run-off Division.

 

A portfolio approach is taken for SME customers with exposures below £1 million managed in BSU. All customers with exposures below £1 million are reported as forborne whilst they are managed by SME BSU (whether impaired or unimpaired).

 

All reviews performed in the good book, BSU within Commercial Banking or in the Run-off Division include analysis of latest financial information, a consideration of the market and sector the customer operates in, performance against plan and revised terms and conditions granted as part of any forbearance concession that may have been provided.

 

Exit from forbearance

A customer where forbearance has been granted will remain treated and recorded as forborne until it evidences acceptable performance over a period of time. This period will depend on a number of factors such as whether the customer is trading in line with its revised plan, it is operating within the new terms and conditions (including observation to revised covenants and contractual payments), its financial performance is stable or improving and there are no undue concerns over its future performance. As a minimum, this cure period is currently expected to be at least 12 months following a forbearance event. Customers curing are managed according to their overriding Credit Risk Classification categorisation; this could be in BSU, Run-off or in mainstream Good Book.

 

The exception to this 12 month minimum period is where a permanent structural cure is made (for example, an injection of new collateral security or a partial repayment of debt to restore an LTV back to within a covenant). In this case, the customer may exit forbearance once the permanent cure has been made.

 

However, notwithstanding this, the overriding requirement for exit from forbearance in all cases is that the customer is not impaired and the reason for the forbearance event is no longer present.

 

Upon exit from forbearance the customer may be returned to the mainstream good classification. It is important to note that such a decision can be made only by the independent Risk Division.

 

THE GROUP CREDIT RISK PORTFOLIO IN 2016

 

Overview

– Asset quality remains strong with portfolios continuing to benefit from the Group’s pro-active approach to risk management, continued low interest rates and a resilient UK economic environment.
   
– The impairment charge increased by 14 per cent to £645 million in 2016 compared to £568 million in 2015. Gross charges remained broadly flat with the increase in net charges largely due to lower levels of releases and write-backs.
   
– The asset quality ratio for 2016 was 15 basis points compared to 14 basis points during 2015 and the gross asset quality ratio (excluding releases and write-backs) was stable at 28 basis points.
   
– Looking forward the 2017 full year asset quality ratio is expected to increase to around 25 basis points primarily reflecting lower releases and write-backs.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

– Impaired loans as a percentage of closing loans and advances reduced to 1.8 per cent at 31 December 2016, from 2.1 per cent at 31 December 2015, with impaired loans reducing by £1,095 million to £8,495 million during the period, due to further reductions in the Commercial Banking, Consumer Finance and Run-off portfolios.

 

Low risk culture and prudent risk appetite

– The Group continues to operate a prudent approach to credit risk, with the portfolios benefiting from the focus on credit at origination and a prudent through the cycle approach to credit risk appetite. The Group’s portfolios are well positioned against current economic concerns and market volatility.
   
– The Group’s credit processes and controls ensure effective risk management, including early identification and management of customers and counterparties who may be showing signs of distress.
   
– The Group has delivered lending growth in key segments without relaxing credit criteria despite terms and conditions in some of the Group’s markets being impacted by increased competition and, in Commercial Banking, uncertainty in some sectors.
   
– Sector concentrations within the lending portfolios are closely monitored and controlled, with mitigating actions taken where appropriate. Sector and product caps limit exposure to certain higher risk and vulnerable sectors and asset classes. In particular:
   
  – The average indexed LTV of the Retail UK Secured portfolio at 31 December 2016 was 44.0 per cent (31 December 2015: 46.1 per cent). The percentage of closing loans and advances with an indexed LTV greater than 100 per cent was 0.7 per cent (31 December 2015: 1.1 per cent).
     
  – Total UK Direct Real Estate gross lending across the Group was £19.9 billion (31 December 2015: £19.7 billion). This mainly includes Commercial Banking lending of £18.5 billion, £0.5 billion booked in the Islands Commercial business and £0.2 billion within Retail Business Banking (within Retail Division) with the Group continuing to write new business within conservative risk appetite parameters. The Group’s significantly reduced legacy run-off direct real estate portfolio has continued to fall to £0.7 billion at 31 December 2016 (31 December 2015: £1.1 billion), and now represents a very modest element of the total UK Direct Real Estate lending portfolio.
     
– Run-off net external assets stood at £11,336 million at 31 December 2016, down from £12,154 million at 31 December 2015. The portfolio represents only 2.1 per cent of the overall Group’s loans and advances (31 December 2015: 2.3 per cent).
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Table 1.4: Group impairment charge

 

2016  Loans and
advances to
customers
£m		   Debt securities
classified as
loans and
 receivables
£m		   Available-
for-sale
financial
assets
£m		   Other
credit risk
provisions
£m		   Total
£m		   20151
£m		 
Retail   373    –    –    –    373    349 
Commercial Banking   21    –    –    (5)   16    (22)
Consumer Finance   282    –    –    –    282    235 
Run-off   (17)   –    –    (9)   (26)   8 
Central items   (2)   –    –    2    –    (2)
Total impairment charge   657    –    –    (12)   645    568 
Asset quality ratio                       0.15%    0.14% 
Gross asset quality ratio                       0.28%    0.28% 

 

1 Restated.

 

Table 1.5: Movement in gross impaired loans

 

   2016     
                         
   Retail
£m		   Commercial
Banking
£m		   Consumer
Finance
£m		   Run-off
£m		   Total
£m		   2015
Total
£m		 
At 1 January1  4,112   2,543   910   2,025   9,590   14,308 
Classified as impaired during the year  1,947   671   425   111   3,154   3,401 
Transferred to not impaired during the year  (800)  (112)  (81)  (54)  (1,047)  (1,358)
Repayments  (517)  (595)  (121)  (94)  (1,327)  (1,729)
Amounts written off  (391)  (311)  (285)  (485)  (1,472)  (1,503)
Impact of disposal of business and asset sales  –   (33)  (49)  (410)  (492)  (3,403)
Exchange and other movements  3   16   (54)  124   89   (126)
At 31 December  4,354   2,179   745   1,217   8,495   9,590 

 

1 Restated.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.6: Group impaired loans and provisions

 

    Loans and
advances to
customers
£m		    Impaired
Loans
£m		    Impaired
loans as %
of closing
advances
%		    Impairment
provisions1
£m		    Provision as % of
impaired
loans2
 %		 
At 31 December 2016                         
Retail   299,493    4,354    1.5    1,630    38.2 
Commercial Banking   101,176    2,179    2.2    824    37.8 
Consumer Finance   35,494    745    2.1    396    85.0 
Run-off   10,259    1,217    11.9    682    56.0 
Reverse repos and other items3   15,249                     
Total gross lending   461,671    8,495    1.8    3,532    43.4 
Impairment provisions   (3,532)                    
Fair value adjustments4   (181)                    
Total Group   457,958                     
At 31 December 20155                         
Retail   307,500    4,112    1.3    1,564    39.2 
Commercial Banking   103,082    2,543    2.5    1,091    42.9 
Consumer Finance   31,827    910    2.9    367    75.5 
Run-off   11,422    2,025    17.7    1,150    56.8 
Reverse repos and other items3   5,798                     
Total gross lending   459,629    9,590    2.1    4,172    46.1 
Impairment provisions   (4,172)                    
Fair value adjustments4   (282)                    
Total Group   455,175                     

 

1 Impairment provisions include collective unidentified impairment provisions.
   
2 Impairment provisions as a percentage of impaired loans are calculated excluding loans in recoveries in Retail (31 December 2016: £86 million; 31 December 2015: £118 million) and in Consumer Finance (31 December 2016: £279 million; 31 December 2015: £424 million).
   
3 Includes £6.7 billion (December 2015: £5.7 billion) of lower risk loans sold by Commercial Banking and Retail to Insurance to back annuitant liabilities.
   
4 The fair value adjustments relating to loans and advances were those required to reflect the HBOS assets in the Group’s consolidated financial records at their fair value and took into account both the expected losses and market liquidity at the date of acquisition. The fair value unwind in respect of impairment losses incurred was £70 million for the year ended 31 December 2016 (31 December 2015: £97 million). The fair value unwind in respect of loans and advances is expected to continue to decrease in future years and will reduce to zero over time.
   
5 Restated.

 

Table 1.7: Derivative credit risk exposures

 

         2016             2015         
         Traded over the counter             Traded over the counter          
   Traded on
recognised
exchanges
£m		   Settled
by central
counterparties
£m		   Not settled
by central
counterparties
£m		   Total
£m		   Traded on
recognised
exchanges
£m		   Settled
by central
counterparties
£m		   Not settled
by central
counterparties
£m		   Total
£m		 
Notional balances                                        
Foreign exchange   –    254    369,368    369,622    6,568    –    383,722    390,290 
Interest rate   167,399    3,023,742    423,709    3,614,850    31,128    3,598,307    791,351    4,420,786 
Equity and other   32,172    –    11,046    43,218    4,837    –    9,337    14,174 
Credit   –    –    8,098    8,098    –    –    4,566    4,566 
Total   199,571    3,023,996    812,221    4,035,788    42,533    3,598,307    1,188,976    4,829,816 
Fair values                                        
Assets        262    35,563              103    28,811      
Liabilities        (1)   (34,506)             (131)   (26,149)     
Net asset        261    1,057              (28)   2,662      

 

The total notional principal amount of interest rate, exchange rate, credit derivative and equity and other contracts outstanding at 31 December 2016 and 31 December 2015 is shown in the table above. The notional principal amount does not, however, represent the Group’s credit risk exposure, which is limited to the current cost of replacing contracts with a positive value to the Group. Such amounts are reflected in note 52 on page F-87.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Retail

 

– Asset quality remains strong across all portfolios, with stable new business quality and fewer loans entering arrears.
   
– The impairment charge increased by £24 million to £373 million for 2016, an increase of 7 per cent compared to 2015.
   
– The Overdrafts impairment charge increased by £12 million to £241 million, driven by a change to collections entry criteria.
   
– The Secured impairment charge increased by £6 million to £104 million, reflecting a continued prudent approach to provisioning.
   
– The Retail Business Banking impairment charge increased by £6 million to £27 million, following a revised modelling approach and an increase in lending balances.
   
– Impairment provisions as a percentage of impaired loans decreased to 38.2 per cent from 39.2 per cent at the end of 2015.

 

Table 1.8: Retail impairment charge

 

   2016
£m		   20151
£m		   Change
%		 
Secured   104    98    (6)
Overdrafts   241    229    (5)
Wealth   1    1    — 
Retail Business Banking   27    21    (29)
Total impairment charge   373    349    (7)
Asset quality ratio   0.12%    0.11%    1bp

 

1. Restated.

 

Table 1.9: Retail impaired loans and provisions

 

   Loans and
advances to
customers
£m		   Impaired
loans
£m		   Impaired loans
as a % of closing
advances
%		   Impairment
provisions1
£m		   Impairment
provisions
as a %
of impaired
loans2
%		 
At 31 December 2016                         
Secured   294,503    4,104    1.4    1,503    36.6 
Overdrafts   1,952    179    9.2    90    82.6 
Wealth   2,034    44    2.2    15    34.1 
Retail Business Banking   1,004    27    2.7    22    200.0 
Total gross lending   299,493    4,354    1.5    1,630    38.2 
Impairment provisions   (1,630)                    
Fair value adjustments   (181)                    
Total   297,682                     
At 31 December 20153                         
Secured   302,413    3,818    1.3    1,431    37.5 
Overdrafts   2,028    211    10.4    95    78.5 
Wealth   2,164    40    1.8    19    47.5 
Retail Business Banking   895    43    4.8    19    126.7 
Total gross lending   307,500    4,112    1.3    1,564    39.2 
Impairment provisions   (1,564)                    
Fair value adjustments   (273)                    
Total   305,663                     

 

1 Impairment provisions include collective unidentified impairment provisions.
   
2 Impairment provisions as a percentage of impaired loans are calculated excluding loans in recoveries for Overdrafts (31 December 2016: £70 million; 31 December 2015: £90 million) and Retail Business Banking (31 December 2016: £16 million; 31 December 2015: £28 million).
   
3 Restated.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Secured

– The impairment charge increased by £6 million to £104 million in 2016 (31 December 2015: £98 million).
   
– Loans and advances reduced by 2.6 per cent on the Secured book to £295 billion, with reductions in both the Mainstream and buy-to-let portfolios. The closed Specialist portfolio has continued to run-off, reducing by 10.0 per cent to £18 billion.
   
– Impaired loans increased by £286 million to £4,104 million in 2016 and the value of mortgages greater than three months in arrears (excluding repossessions) increased by £128 million to £6,033 million at 31 December 2016 (31 December 2015: £5,905 million). These are both principally due to delayed litigation while changes were made to legal processes. New business quality remained stable and flows into arrears improved.
   
– Impairment provisions as a percentage of impaired loans was 36.6 per cent (31 December 2015: 37.5 per cent).
   
– Against a backdrop of strong improvement in the housing market, with UK prices rising 6 per cent over 2016 (on a quarterly non-seasonally adjusted basis), provisions remain prudent and reflect the latent risks of the current low interest rate environment.
   
– The average indexed LTV of the portfolio at 31 December 2016 improved to 44.0 per cent compared with 46.1 per cent at 31 December 2015. The percentage of closing loans and advances with an indexed LTV in excess of 100 per cent improved to 0.7 per cent at 31 December 2016, compared with 1.1 per cent at 31 December 2015.
   
– The average LTV for new mortgages written in 2016, including participation in the UK Government’s Help To Buy scheme, was 64.4 per cent compared with 64.7 per cent for 2015.
   
– Additional controls for new buy-to-let lending were implemented ahead of the regulatory deadline, with no relaxation in risk appetite.

 

Table 1.10: Retail Secured loans and advances to customers

 

   At 31 Dec
2016
£m		   At 31 Dec
2015
£m		 
           
Mainstream   222,450    227,267 
Buy-to-let   54,460    55,598 
Specialist1   17,593    19,548 
Total Secured   294,503    302,413 

 

1Specialist lending has been closed to new business since 2009.

 

Table 1.11: Mortgages greater than three months in arrears (excluding repossessions)

 

   Number of cases   Total mortgage accounts %   Value of loans1   Total mortgage balances % 
   2016   2015   2016   2015   2016   2015   2016   2015 
At 31 Dec  Cases   Cases   %   %   £m   £m   %   % 
Mainstream   35,254    34,850    1.7    1.6    3,865    3,803    1.7    1.7 
Buy-to-let   5,324    5,021    1.1    1.0    660    626    1.2    1.1 
Specialist   9,078    8,777    7.2    6.4    1,508    1,476    8.6    7.6 
Total   49,656    48,648    1.8    1.7    6,033    5,905    2.0    2.0 

 

1 Value of loans represents total gross book value of mortgages more than three months in arrears.

 

The stock of repossessions increased to 678 cases at 31 December 2016 compared to 654 cases at 31 December 2015.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.12: Period end and average LTVs across the Retail mortgage portfolios

 

   Mainstream
%		   Buy-to-let
%		   Specialist
%		   Total
%		   Unimpaired
%		   Impaired
%		 
At 31 December 2016                              
Less than 60%   56.8    52.0    53.8    55.8    56.0    38.3 
60% to 70%   17.8    25.4    17.8    19.2    19.3    18.4 
70% to 80%   14.0    14.4    13.6    14.0    14.0    15.3 
80% to 90%   8.4    6.1    8.6    8.0    7.9    11.9 
90% to 100%   2.4    1.5    3.1    2.3    2.2    6.8 
Greater than 100%   0.6    0.6    3.1    0.7    0.6    9.3 
Total   100.0    100.0    100.0    100.0    100.0    100.0 
Outstanding loan value (£m)   222,450    54,460    17,593    294,503    290,399    4,104 
Average loan to value:1                              
Stock of residential mortgages   41.8    53.7    49.2    44.0           
New residential lending   65.0    61.9    n/a    64.4           
Impaired mortgages   51.8    69.0    61.9    55.8           
At 31 December 2015                              
Less than 60%   52.2    45.4    43.7    50.4    50.7    30.9 
60% to 70%   19.1    26.8    19.7    20.6    20.6    17.5 
70% to 80%   15.5    15.0    15.5    15.4    15.4    16.9 
80% to 90%   9.0    8.0    11.6    9.0    8.9    13.3 
90% to 100%   3.2    3.9    5.5    3.5    3.4    9.5 
Greater than 100%   1.0    0.9    4.0    1.1    1.0    11.9 
Total   100.0    100.0    100.0    100.0    100.0    100.0 
Outstanding loan value (£m)   227,267    55,598    19,548    302,413    298,595    3,818 
Average loan to value:1                              
Stock of residential mortgages   43.6    56.3    53.3    46.1           
New residential lending   65.2    63.0    n/a    64.7           
Impaired mortgages   55.6    74.6    66.8    60.0           

 

1 Average loan to value is calculated as total loans and advances as a percentage of the total indexed collateral of these loans and advances.

 

Interest only mortgages

The Group provides interest only mortgages to owner occupier mortgage customers whereby only payments of interest are made for the term of the mortgage with the customer responsible for repaying the principal outstanding at the end of the loan term. At 31 December 2016, interest only balances as a proportion of total owner occupier balances had reduced to 31.3 per cent (31 December 2015: 33.9 per cent). The average indexed loan to value improved to 43.8 per cent (31 December: 46.6 per cent).

 

New owner occupier interest only mortgages are subject to conservative underwriting criteria with rigorous controls on customers’ ability to repay the principal at the end of term. New interest only mortgages, including those with any element of capital repayments represented 1.9 per cent of new residential mortgages in 2016 (2.8 per cent in 20152).

 

For existing interest only mortgages, a contact strategy is in place throughout the term of the mortgage to ensure that customers are aware of their obligations to repay the principal upon maturity of the loan.

 

Treatment strategies are in place to help customers anticipate and plan for repayment of capital at maturity and support those who may have difficulty in repaying the principal amount. A dedicated specialist team supports customers who have passed their contractual maturity date and are unable to fully repay the principal. A range of treatments are offered such as full (or part) conversion to capital repayment, and extension of term to match the maturity dates of any associated repayment vehicles.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.13: Analysis of owner occupier interest only mortgages

 

   2016   2015 
Interest only balances (£m)1   72,651    81,558 
Of which, impaired (%)   3.1    2.5 
Average loan to value (%)   43.8    46.6 
Maturity profile (£m)2:          
1 year   2,496    1,709 
2-5 years   9,877    10,123 
6-10 years   16,990    17,084 
>11 years   41,927    51,502 
           
Past term interest only balances (£m)3   1,361    1,140 
Of which, impaired (%)   10.5    9.7 
Average loan to value (%)   31.5    32.5 
Negative equity (%)   1.4    1.8 

 

1 In addition the Group has buy-to-let interest only balances of £48,575 million (2015: £49,751 million) and certain other interest only balances of £3,703 million (2015: £3,705 million).
   
2 December 2015 values have been restated to now include the interest only elements of mortgage accounts which consist of partial interest only and partial capital repayment.
   
3 Past term interest only balances are reported excluding any element being repaid on a capital and interest basis. December 2015 balances have been restated on the same basis.

 

Forborne loans

UK Secured forborne loans and advances reduced by £1,006 million in 2016 to £2,096 million, primarily due to a reduction in recapitalisations with higher levels of historic cases exiting the two year probation period, and a tightening of eligibility criteria during the year. At 31 December 2016, UK Secured loans and advances currently or recently subject to forbearance improved to 0.7 per cent (31 December 2015: 1.0 per cent) of total UK Secured loans and advances.

 

Overdrafts forborne loans and advances have reduced by £9 million in 2016 to £78 million. At 31 December 2016, Overdrafts loans and advances currently or recently subject to forbearance were 4.0 per cent (31 December 2015: 4.3 per cent) of total overdrafts loans and advances.

 

Further analysis of the Retail forborne loan balances is set out below:

 

Table 1.14: UK Retail forborne loans and advances (audited)

 

   Total loans and advances which
 are forborne		   Total forborne loans and
advances which are impaired		   Impairment provisions as % of
loans and advances which are
forborne		 
   At Dec   At Dec   At Dec   At Dec   At Dec   At Dec 
   2016   2015   2016   2015   2016   2015 
    £m    £m    £m    £m    %    % 
UK Secured lending:                              
Temporary forbearance arrangements                              
Reduced payment arrangements1   428    414    101    41    4.9    4.2 
                               
Permanent treatments                              
Repair and term extensions2   1,668    2,688    116    132    4.7    4.2 
Total   2,096    3,102    217    173    4.7    4.2 
 
Overdrafts3   78    87    61    63    38.0    35.0 

 

1 Includes customers who had an arrangement to pay less than the contractual amount at 31 December or where an arrangement ended within the previous three months.
   
2 Includes capitalisation of arrears and term extensions which commenced during the previous 24 months and where the borrowers remain as customers at 31 December.
   
3 Includes temporary treatments where the customer is currently benefiting from the change or the treatment has ended within the last six months.
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The movements in Retail forborne loans and advances during the year are as follows:

 

Table 1.15: Movement in UK Retail forborne loans and advances (audited)

 

   2016   2015 
   UK       UK     
   Secured   Overdrafts   Secured   Overdrafts 
   £m   £m   £m   £m 
At 1 January   3,102    87    4,394    89 
Classified as forborne during the year   975    50    1,290    53 
Written-off/sold   (12)   (31)   (25)   (26)
Exit from forbearance   (1,741)   (24)   (2,252)   (22)
Redeemed or repaid   (200)   –    (263)   – 
Exchange and other movements   (28)   (4)   (42)   (7)
At 31 December   2,096    78    3,102    87 

 

Commercial Banking

– The Commercial Banking net impairment charge was £16 million in 2016, compared to a net impairment release of £22 million in 2015, with the increase largely due to one material charge related to a case within the oil & gas sector, rather than a deterioration in the underlying portfolio. Other than this, gross charges remained relatively low in 2016.
– The portfolio continues to benefit from effective risk management and the continued low interest rate environment.
– Credit quality of the portfolio and new business remains generally good.
– Impaired loans reduced by 14 per cent to £2,179 million at 31 December 2016 compared with £2,543 million at 31 December 2015 and as a percentage of closing loans and advances reduced to 2.2 per cent from 2.5 per cent at 31 December 2015.
– Impairment provisions reduced to £824 million at 31 December 2016 (31 December 2015: £1,091 million) and includes collective unidentified impairment provisions of £183 million (31 December 2015: £229 million). Provisions as a percentage of impaired loans reduced from 42.9 per cent to 37.8 per cent during 2016, heavily influenced by the net movement of three material cases with different coverage levels that has impacted the portfolio average.
– The UK faces a number of significant headwinds including the changing global economic outlook and the impact of the EU Exit referendum outcome which have the ability to impact the Commercial Banking portfolios.
– Commercial Banking remains disciplined within its low risk appetite approach and key credit risks continue to be effectively managed, including early identification and management of potential concern customers. The Group manages and limits exposure to certain sectors and asset classes, and closely monitor credit quality, sector and single name concentrations.
– Detailed EU Exit portfolio impact assessments have been undertaken and internal and external key performance indicators are being monitored closely to help identify early signs of any deterioration.
– Despite the uncertain economic headwinds, the portfolios are well positioned and monitoring confirms that the Group has yet to see any material deterioration in the credit quality of its portfolios. However, given the challenging environment the Group’s portfolios will not be immune and impairments are likely to increase from their historic low levels, driven mainly by lower levels of releases and write-backs and an element of credit normalisation.

 

Table 1.16: Commercial Banking impairment charge

 

   2016   2015   Change 
   £m   £m   % 
SME   (7)   (22)   (68)
Other   23    –      
Total impairment charge   16    (22)     
Asset quality ratio1   0.02%    0.01%    1bp 
   
1 In respect of loans and advances to customers.
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Table 1.17: Commercial Banking impaired loans and provisions

 

           Impaired         
   Loans and       loans as a %       Impairment 
   advances to   Impaired   of closing   Impairment   provisions as a % 
   customers   loans   advances   provisions1   of impaired loans 
   £m   £m   %   £m   % 
At 31 December 2016                         
SME   29,959    923    3.1    173    18.7 
Other   71,217    1,256    1.8    651    51.8 
Total gross lending   101,176    2,179    2.2    824    37.8 
Impairment provisions   (824)                    
Total   100,352                     
                          
At 31 December 20152                         
SME   29,393    1,149    3.9    213    18.5 
Other   73,689    1,394    1.9    878    63.0 
Total gross lending   103,082    2,543    2.5    1,091    42.9 
Impairment provisions   (1,091)                    
Total   101,991                     
   
1 Impairment provisions include collective unidentified impairment provisions.
   
2 Restated.

 

SME

– The SME Banking portfolio continues to grow within prudent credit risk appetite parameters.
   
– Portfolio credit quality has remained stable or improved across all key metrics.
   
– SME continues to benefit from write-backs/releases. There was a net impairment release of £7 million in 2016 compared to a net release of £22 million during 2015.

 

Other Commercial Banking

– Other Commercial Banking comprises £71,217 million of gross loans and advances to customers in Mid Markets, Global Corporates and Financial Institutions.
   
– The Mid Markets business remains UK-focused and credit quality has been generally stable during 2016. The downturn in global oil and gas prices, which began in 2015, has created pressure on some parts of the oilfield services portfolio but this has not translated into a significant increase in defaults or impairment in the Mid Markets book. Political events during 2016, in particular the EU Exit referendum outcome, have brought volatility to financial markets but to date this has not led to a material increase in stress within the Mid Markets portfolio.
   
– The Global Corporates business continues to have a predominance of investment grade clients, primarily UK based. The portfolio remains of good quality despite the current global economic headwinds particularly relating to the EU Exit referendum outcome and volatile commodity prices in the oil & gas and mining sectors.
   
– The real estate business within the Group’s Mid Markets and Global Corporate portfolio is focused on clients operating in the UK commercial property market ranging in size from medium sized private real estate entities up to publicly listed property companies. The uncertainties created by the EU Exit referendum outcome have reduced activity in the second half of 2016 but the market for UK real estate has continued to be resilient and credit quality remains good with minimal impairments/stressed loans. Recognising this is a cyclical sector, appropriate caps are in place to control exposure and business propositions continue to be written in line with a prudent, through the cycle risk appetite with conservative LTVs, strong quality of income and proven management teams.
   
– Financial Institutions serves predominantly investment grade counterparties with whom relationships are either client focused or held to support the Group’s funding, liquidity or general hedging requirements. Overall limits have been relatively stable as the Group continues to prudently manage the portfolio within its conservative risk appetite and clearly defined sector strategies.
   
– The Group continues to adopt a conservative stance across the Eurozone maintaining close portfolio scrutiny and oversight particularly given the current macro environment and horizon risks.

 

Commercial Banking UK Direct Real Estate LTV analysis

– The Group classifies Direct Real Estate as exposure which is directly supported by cash flows from property activities (as opposed to trading activities, such as hotels, care homes and housebuilders).
   
– Focus remains on the UK market, on good quality customers, with a proven track record in Real Estate and where cash flows are robust.
   
– Commercial Banking saw some growth in its UK Direct Real Estate core portfolio during 2016 with business continuing to be written within conservative risk appetite parameters. Excluding £0.5 billion in the Islands Commercial business, Commercial Banking UK Direct Real Estate gross lending stood at £18.5 billion at 31 December 2016.
   
– Approximately 70 per cent of loans and advances to UK Direct Real Estate relate to commercial real estate with the remainder relating to residential real estate. The portfolio continues to be heavily weighted towards investment real estate (c.90 per cent) over development.
   
– The LTV profile of the UK Direct Real Estate portfolio in Commercial Banking continues to improve.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.18: LTV – UK Direct Real Estate

 

   At 31 December 20161   At 31 December 20151
   Unimpaired   Impaired   Total       Unimpaired   Impaired   Total     
   £m   £m   £m   %   £m   £m   £m   % 
UK exposures >£5m                                        
Less than 60%   5,721    14    5,735    67.2    4,989    72    5,061    63.7 
60% to 70%   1,470    –    1,470    17.2    1,547    6    1,553    19.5 
70% to 80%   506    9    515    6.1    610    13    623    7.9 
80% to 100%   20    6    26    0.3    75    36    111    1.4 
100% to 120%   –    –    –    –    –    8    8    0.1 
120% to 140%   –    –    –    –    –    –    –    – 
Greater than 140%   –    68    68    0.8    5    100    105    1.3 
Unsecured2   689    26    715    8.4    487    –    487    6.1 
    8,406    123    8,529    100.0    7,713    235    7,948    100.0 
UK exposures <£5m3   9,563    429    9,992         9,656    508    10,164      
Total   17,969    552    18,521         17,369    743    18,112      
   
1 Excludes Islands Commercial UK Direct Real Estate.
   
2 Predominantly investment grade corporate CRE lending where the Group is relying on the corporate covenant.
   
3 December 2016 <£5m exposures include £9.4 billion within SME which has an LTV profile broadly similar to the >£5m exposures.

 

Forborne loans

Commercial Banking forbearance

At 31 December 2016, £2,645 million (31 December 2015: £3,529 million) of total loans and advances were forborne of which £2,179 million (31 December 2015: £2,543 million) were impaired. Impairment provisions as a percentage of forborne loans and advances increased marginally from 30.9 per cent at 31 December 2015 to 31.2 per cent at 31 December 2016.

 

Table 1.19: Commercial Banking forborne loans and advances (audited)

 

       Impairment provisions as % 
   Total loans and advances   of loans and advances which 
   which are forborne   are forborne 
    2016    20151    2016    20151 
    £m    £m    %    % 
Impaired   2,179    2,543    37.8    42.9 
Unimpaired   466    986    –    – 
Total   2,645    3,529    31.2    30.9 
1 Restated.

 

All impaired assets are considered forborne.

 

Impaired loans and advances

The movements in Commercial Banking impaired forborne loans and advances were as follows:

 

Table 1.20: Movement in Commercial Banking impaired forborne loans and advances (audited)

 

    2016    20151 
    £m    £m 
At 1 January   2,543    3,241 
Classified as impaired during the year:          
Exposures >£5m   547    505 
Exposures <£5m   124    126 
    671    631 
Transferred to unimpaired:          
Exposures >£5m but still reported as forborne   –    (15)
Exposures >£5m no longer reported as forborne   (31)   (20)
Exposures <£5m   (81)   (111)
    (112)   (146)
Written-off   (311)   (225)
Asset disposal/sales of impaired assets   (33)   (48)
Drawdowns/repayments   (595)   (693)
Exchange and other movements   16    (217)
At 31 December   2,179    2,543 
1 Restated.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Unimpaired loans and advances

Unimpaired forborne loans and advances were £466 million at 31 December 2016 (31 December 2015: £986 million).

 

The table below sets out the largest unimpaired forborne loans and advances to Commercial Banking customers (exposures over £5 million) as at 31 December 2016 by type of forbearance:

 

Table 1.21: Commercial Banking unimpaired forborne loans and advances1 (audited)

 

   31 Dec   31 Dec 
   2016   2015 
   £m   £m 
Type of unimpaired forbearance:          
Exposures >£5m          
Covenants   153    310 
Extensions/alterations   7    350 
Multiple   21    9 
    181    669 
Exposures <£5m   285    317 
Total   466    986 
1 Material portfolios only.

 

Table 1.22: Movement in Commercial Banking unimpaired forborne loans and advances >£5m1 (audited)

 

   2016   2015 
   £m   £m 
At 1 January   669    1,450 
Classified as impaired during the year   (63)   (141)
Cured no longer forborne   (413)   (655)
Classified as forborne during the year   88    156 
Transferred from impaired but still reported as forborne1   –    15 
Asset disposal/sales   –    – 
Net drawdowns/repayments   (100)   (153)
Exchange and other movements   –    (3)
At 31 December   181    669 
1 Balances exclude intra-year movements.

 

Consumer Finance

– UK Loans and advances increased during 2016, driven by strong growth ahead of the market in the UK Motor Finance portfolio, and continued growth in line with the market in the Credit Cards portfolio.
– Asset quality remains strong, and the quality of new business continues to be good.
– Credit risk appetite has been maintained, and the Group has robust indebtedness and affordability controls to ensure new lending is sustainable for its customers.
– The impairment charge increased by £47 million to £282 million largely due to the UK Motor Finance portfolio, in which there was overall growth as well as the non-recurrence of a favourable one-off in 2015.
– Credit Cards balances grew broadly in line with the market, and underlying credit quality remained strong. Impaired loans fell by £59 million due to continued reductions in recoveries, and impairment provisions as a percentage of impaired loans remained stable.
– Loans balances contracted marginally and underlying credit quality remained strong. Impaired loans fell by £90 million largely due to reductions in recoveries, and impairment provisions as a percentage of impaired loans remained broadly stable.
– Growth in UK Motor Finance loans and advances was ahead of the market, in part due to strategic relationships with business partners such as Jaguar Land Rover, which also contributed to the strong underlying credit quality in the portfolio. Impaired loans fell by £14 million largely due to a reclassification of impaired balances for some finance leases, and on an underlying basis grew broadly in line with the portfolio. Impairment provisions as a percentage of impaired loans increased, reflecting the reclassification of impaired balances, and portfolio growth coupled with a prudent approach to residual value.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.23: Consumer Finance impairment charge

 

   2016   2015   Change 
   £m   £m   % 
Credit Cards   136    129    (5)
Loans   70    83    16 
UK Motor Finance   75    22      
Europe   1    1    – 
    282    235    (20)
Asset quality ratio   0.83%    0.77%    6bp 

 

Table 1.24: Consumer Finance impaired loans and provisions

 

                     
                   Impairment 
           Impaired       provisions 
   Loans and       loans as a       as a % of 
   advances to   Impaired   % of closing   Impairment   impaired 
   customers   loans   advances   provisions1   loans2 
   £m   £m   %   £m   % 
At 31 December 2016                         
Credit cards   9,843    307    3.1    157    81.8 
Loans   7,767    277    3.6    92    81.4 
UK Motor Finance   11,555    120    1.0    127    105.8 
Europe   6,329    41    0.6    20    48.8 
Total gross lending   35,494    745    2.1    396    85.0 
Impairment provisions   (396)                    
Fair value adjustments   –                     
Total   35,098                     
At 31 December 20153                         
Credit cards   9,425    366    3.9    153    81.8 
Loans   7,889    367    4.7    102    83.6 
UK Motor Finance   9,582    134    1.4    90    67.2 
Europe   4,931    43    0.9    22    51.2 
Total gross lending   31,827    910    2.9    367    75.5 
Impairment provisions   (367)                    
Fair value adjustments   (9)                    
Total   31,451                     
   
1 Impairment provisions include collective unidentified impairment provisions.
   
2 Impairment provisions as a percentage of impaired loans are calculated excluding loans in recoveries for Cards (31 December 2016: £115 million; 31 December 2015: £179 million) and Loans (31 December 2016: £164 million; 31 December 2015: £245 million).
   
3 Restated.

 

Forborne loans

At 31 December 2016, total loans and advances currently or recently subject to forbearance as a percentage of total loans and advances had reduced across the major Consumer Finance portfolios with decreases in Consumer Credit Cards and Loans offset by an increase in UK Motor Finance. (31 December 2016: 1.4 per cent; 31 December 2015: 1.6 per cent).

 

Table 1.25: Consumer Finance forborne loans and advances (audited)

 

           Impairment provisions 
   Total loans and advances   Total forborne loans and   as % of loans and advances 
   which are forborne   advances which are impaired   which are forborne 
   31 Dec   31 Dec   31 Dec   31 Dec   31 Dec   31 Dec 
   2016   2015   2016   2015   2016   2015 
   £m   £m   £m   £m   %   % 
Consumer Credit Cards1   212    225    119    120    29.0    26.8 
Loans2   49    60    46    56    44.4    47.2 
UK Motor Finance Retail2   117    100    62    51    27.0    25.5 
   
1 Includes temporary treatments where the customer is currently benefiting from the change or the treatment has ended within the last six months. Permanent changes, such as returning a Card account in arrears to an in-order status, which commenced during the last 24 months for existing customers as at 31 December are also included.
   
2 Includes temporary treatments where the customer is currently benefiting from the change or the treatment has ended within the last six months. Permanent changes, such as refinancing, for existing customers as at 31 December are also included.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The movements in forborne loans and advances during the year were:

 

Table 1.26: Movement in Consumer Finance forborne loans and advances (audited)

 

   2016  2015
   Consumer credit       UK Motor   Consumer   UK Motor Finance 
   cards   Loans   Finance Retail   credit cards   Loans   Retail 
   £m   £m   £m   £m   £m   £m 
At 1 January   225    60    100    234    73    109 
Classified as forborne during the year   110    34    82    108    16    61 
Written off/sold   (46)   (24)   (16)   (48)   (29)   (15)
Exit from forbearance   (43)   (4)   (22)   (36)   (4)   (21)
Redeemed or repaid   (9)   (6)   (16)   (9)   (6)   (19)
Exchange and other movements   (25)   (11)   (11)   (24)   10    (15)
At 31 December   212    49    117    225    60    100 

 

Run-off

– The Ireland retail portfolio continues to reduce in volume due to closed book attrition (3 per cent year on year), however exposure has increased by £457 million to £4,497 million in 2016 (31 December 2015: £4,040 million) due to the foreign exchange impact of sterling weakening, partly offset by capital repayments.
   
– Ireland retail loans and advances with an indexed LTV in excess of 100 per cent improved to £1,240 million (27.8 per cent) at 31 December 2016, compared with £1,269 million (31.4 per cent) at 31 December 2015. Of this amount £70 million were impaired (31 December 2015: £71 million).
   
– The Corporate real estate and other corporate portfolio has continued to reduce in line with expectations. Net loans and advances reduced by £337 million, from £1,128 million at 31 December 2015 to £791 million at 31 December 2016.
   
– Total net external assets for the Specialist finance asset based run-off portfolio reduced to £4,668 million at 31 December 2016 (gross £4,779 million), from £5,552 million (gross £5,742 million) for 2015. Assets include Ship Finance, Aircraft Finance, Leasing and Infrastructure loans and advances, as well as the reducing Treasury Asset legacy investment portfolio and operating leases.

 

Table 1.27: Run-off impairment charge

 

   2016   2015   Change 
   £m   £m   % 
Ireland retail   (1)   (5)   (80)
Ireland corporate and commercial real estate   (13)   72      
Corporate real estate and other corporate   1    21    95 
Specialist finance   (2)   (45)   (96)
Other   (11)   (35)   (69)
Total   (26)   8      
Asset quality ratio1   (0.15%)   0.20%    (35)bp 
1 In respect of loans and advances to customers.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Table 1.28: Run-off impaired loans and provisions

 

                   Impairment 
   Loans and       Impaired       provisions as a 
   advances to   Impaired   loans as a % of   Impairment   % of impaired 
   customers   loans   closing advances   provisions   loans 
   £m   £m   %   £m   % 
At 31 December 2016                         
Ireland retail   4,497    138    3.1    133    96.4 
Ireland corporate   1    1    100.0    –    – 
Corporate real estate and other corporate   1,190    896    75.3    399    44.5 
Specialist finance   3,374    99    2.9    111    112.1 
Other   1,197    83    6.9    39    47.0 
Total gross lending   10,259    1,217    11.9    682    56.0 
Impairment provisions   (682)                    
Total   9,577                     
At 31 December 2015                         
Ireland retail   4,040    132    3.3    120    90.9 
Ireland corporate   29    –         –      
Ireland commercial real estate   8    5    62.5    –      
Corporate real estate and other corporate   1,873    1,410    75.3    745    52.8 
Specialist finance   4,190    361    8.6    189    52.4 
Other   1,282    117    9.1    96    82.1 
Total gross lending   11,422    2,025    17.7    1,150    56.8 
Impairment provisions   (1,150)                    
Total   10,272                     

 

Forborne loans

Run-off Ireland retail lending

At 31 December 2016, £156 million or 3.5 per cent (31 December 2015: £169 million or 4.2 per cent) of Irish retail secured loans and advances were subject to current or recent forbearance. Of this amount, £19 million (31 December 2015: £26 million) were impaired.

 

Run-off Corporate real estate, other corporate and Specialist Finance

At 31 December 2016 £998 million (31 December 2015 £1,780 million) of total loans and advances were forborne of which £995 million (31 December 2015: £1,771 million) were impaired. Impairment provisions as a percentage of forborne loans and advances decreased from 52.5 per cent at 31 December 2015 to 51.1 per cent at 31 December 2016.

 

Unimpaired forborne loans and advances were £3 million at 31 December 2016 (31 December 2015: £9 million).

 

Impaired loans and advances

The movements in Run-off corporate real estate, other corporate and Specialist Finance impaired forborne loans and advances were as follows:

 

Table 1.29: Movement in Run-off corporate real estate, other corporate and Specialist Finance impaired forborne loans and advances (audited)

 

   2016   2015 
   £m   £m 
At 1 January   1,771    1,912 
Classified as impaired during the year:          
Exposures >£5m   20    414 
Exposures <£5m   19    11 
    39    425 
Transferred to unimpaired:          
Exposures >£5m but still reported as forborne during the year   –    (13)
Exposures <£5m   (8)   (11)
    (8)   (24)
Write offs   (478)   (238)
Asset disposal/sales of impaired assets   (405)   (763)
Drawdowns/repayments   (24)   (19)
Exchange and other movements   100    478 
At 31 December   995    1,771 
72

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Eurozone exposures

The following section summarises the Group’s direct exposure to Eurozone countries at 31 December 2016. The exposures comprise on balance sheet exposures based on their balance sheet carrying values net of provisions and off balance sheet exposures, and are based on the country of domicile of the counterparty unless otherwise indicated.

 

The Group manages its exposures to individual countries through authorised country limits which take into account economic, financial, political and social factors. In addition, the Group manages its direct risks to the selected countries by establishing and monitoring risk limits for individual banks, financial institutions, corporates and individuals.

 

Identified indirect exposure information, where available is also taken into account when setting limits and determining credit risk appetite for individual counterparties. This forms part of the Group’s credit analysis undertaken at least annually for counterparty and sector reviews, with interim updates performed as necessary. Interim updates would usually be triggered by specific credit events such as rating downgrades, sovereign events or other developments such as spread widening. Examples of indirect risk which have been identified, where information is available, are: European Banking groups with lending and other exposures to certain Eurozone Countries; corporate customers with operations or significant trade in certain European jurisdictions; major travel operators known to operate in certain Eurozone Countries; and international banks with custodian operations based in certain European locations.

 

The Group Financial Stability Forum (GFSF) monitors developments within the Eurozone, carries out stress testing through detailed scenario analysis and completes appropriate due diligence on the Group’s exposures. The Group has pre-determined action plans that would be executed in certain scenarios which set out governance requirements and responsibilities for the key actions which would be carried out and cover risk areas such as payments, liquidity and capital, communications, suppliers and systems, legal, credit, delivery channels and products, employees and the impact on customers.

 

Derivative balances are included within exposures to financial institutions or corporates, as appropriate, at fair value adjusted for master netting agreements at obligor level and net of cash collateral in line with legal agreements. Exposures in respect of reverse repurchase agreements are included on a gross IFRS basis and are disclosed based on the counterparty rather than the collateral (repos and stock lending are excluded); reverse repurchase exposures are not, therefore, reduced as a result of collateral held. Exposures to central clearing counterparties are shown net.

 

For multi-country asset backed securities exposures, the Group has reported exposures based on the largest country exposure. The country of exposure for asset backed securities is based on the location of the underlying assets which are predominantly residential mortgages not on the domicile of the issuer.

 

For Insurance, the Group has reported shareholder exposures i.e. where the Group is directly exposed to risk of loss. These shareholder exposures relate to direct investments where the issuer is resident in the named Eurozone country and the credit rating is consistent with the tight credit criteria defined under the appropriate investment mandate. Insurance also has interests in funds domiciled in Ireland and Luxembourg where, in line with the investment mandates, cash is invested in short term financial instruments. For these funds, the exposure is analysed on a look through basis to the country of risk of the obligors of the underlying assets rather than treating as exposure to country of domicile of the fund.

 

Exposures to selected Eurozone countries

The Group continues to have minimal exposure, in aggregate, which could be considered to be direct recourse to the sovereign risk of the selected countries.

 

Table 1.30: Selected Eurozone exposures

 

   Sovereign debt   Financial institutions                     
                                     
   Direct   Cash at           Asset                 
   sovereign   central           backed           Insurance     
   exposures   banks   Banks   Other1   securities   Corporate   Personal2   assets1   Total 
   £m   £m   £m   £m   £m   £m   £m   £m   £m 
At 31 December 2016                                             
Ireland   –    –    215    512    91    929    4,363    –    6,110 
Spain   23    –    76    126    –    630    41    19    915 
Portugal   –    –    7    –    –    22    7    –    36 
Italy   –    –    38    –    –    59    –    67    164 
Greece   –    –    –    –    –    –    –    –    – 
    23    –    336    638    91    1,640    4,411    86    7,225 
At 31 December 2015                                             
Ireland   –    –    748    445    87    731    3,921    –    5,932 
Spain   –    –    77    102    –    870    39    9    1,097 
Portugal   –    –    7    –    –    86    6    –    99 
Italy   –    –    32    –    –    51    –    73    156 
Greece   –    –    –    –    –    1    –    –    1 
    –    –    864    547    87    1,739    3,966    82    7,285 
   
1 Excludes reverse repurchase exposure to Institutional funds domiciled in Ireland secured by UK gilts of £14,506 million (2015: £11,267 million) on a gross basis.
   
2 Ireland Retail exposures have increased by c.£0.4 billion as a result of the depreciation of sterling against the Euro c.£0.7 billion offset by asset reductions primarily driven by repayments of c.£0.3 billion.
73

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

In addition to the exposures detailed above, the Group has exposures in the following Eurozone countries:

 

Table 1.31: Other Eurozone exposures

 

   Sovereign debt  Financial institutions                         
                                             
    Direct    Cash at              Asset                    
    sovereign    central              backed              Insurance     
    exposures    banks    Banks    Other1    securities    Corporate    Personal    assets    Total
    £m    £m    £m    £m    £m    £m    £m    £m    £m
At 31 December 2016                                            
Netherlands   –    8,795    343    324    50    1,610    6,315    423    17,860
France   –    –    1,907    620    41    2,648    96    851    6,163
Germany   1,543    93    538    31    224    1,598    443    477    4,947
Luxembourg   7    –    306    1,484    619    923    –    –    3,339
Belgium   35    –    1,009    300    –    114    –    49    1,507
All other Eurozone countries   38    –    95    –    –    354    –    62    549
    1,623    8,888    4,198    2,759    934    7,247    6,854    1,862    34,365
At 31 December 2015                                            
Netherlands   281    11,515    328    164    37    1,275    4,863    428    18,891
France   173    –    1,809    216    98    1,953    64    953    5,266
Germany   151    97    888    21    66    1,924    177    573    3,897
Luxembourg   –    –    74    1,178    618    1,614    –    36    3,520
Belgium   20    –    830    1    –    298    –    51    1,200
All other Eurozone countries   15    –    403    –    –    342    –    80    840
    640    11,612    4,332    1,580    819    7,406    5,104    2,121    33,614
   
1 Excludes reverse repurchase exposure to Institutional funds secured by UK gilts of £2,679 million (2015: £1,955 million) on a gross basis.

 

Environmental risk management

The Group ensures appropriate management of the environmental impact of its lending activities. The Group-wide credit risk principles require all credit risk to be incurred with due regard to environmental legislation and the Group’s Code of Business Responsibility.

 

Within Commercial Banking, an electronic environmental risk screening system has been the primary mechanism for assessing environmental risk in lending transactions. This system provides screening of location specific and sector based risks that may be present in a transaction. Identified risk results in the transaction referred to the Group’s expert in-house environmental risk team for further review and assessment, as outlined below. Where required, the Group’s panel of environmental consultants provide additional expert support.

 

The Group provides colleague training in environmental risk management as part of the standard suite of credit risk courses. Supporting this training, a range of online resource is available to colleagues and includes environmental risk theory, procedural guidance, and information on environmental legislation and sector-specific environmental impacts.

 

The Group has been a signatory to the Equator Principles since 2006 and has adopted and applied the expanded scope of Equator Principles III. The Equator Principles support the Group’s approach to assessing and managing environmental and social issues in Project Finance, Project-Related Corporate loans and Bridge loans.

 

Table 1.32: Environmental risk management approach

 

74

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

LOAN PORTFOLIO

 

In the following tables, where lending and the related impairment allowances are analysed between domestic and international, the classification as domestic or international is based on the location of the office recording the transaction, except for certain lending of the international business booked in London including the Group’s lending in Ireland which, following the merger of Bank of Scotland (Ireland) Limited into Bank of Scotland plc, is held on the balance sheet of Bank of Scotland plc in the UK but is reported as international.

 

ANALYSIS OF LOANS AND ADVANCES TO BANKS AND CUSTOMERS

 

The following table analyses loans and advances to banks and customers by category of loan at 31 December for each of the five years listed.

 

   2016   2015   2014   2013   2012 
   £m   £m   £m   £m   £m 
Loans and advances to banks   26,902    25,117    26,155    25,365    32,760 
Loans and advances to customers:                         
Mortgages   306,682    312,877    333,318    335,611    337,879 
Other personal lending   20,761    20,579    23,123    23,230    28,334 
Agriculture, forestry and fishing   7,269    6,924    6,586    6,051    5,531 
Energy and water supply   2,320    3,247    3,853    4,414    3,321 
Manufacturing   7,285    5,953    6,000    7,650    8,530 
Construction   4,535    4,952    6,425    7,024    7,526 
Transport, distribution and hotels   13,320    13,526    15,112    22,294    26,568 
Postal and telecommunications   2,564    2,563    2,624    2,364    1,397 
Financial, business and other services   49,197    43,072    44,979    42,478    48,729 
Property companies   32,192    32,228    36,682    44,277    52,388 
Lease financing   2,628    2,751    3,013    4,435    6,477 
Hire purchase   11,617    9,536    7,403    5,090    5,334 
Total loans   487,272    483,325    515,273    530,283    564,774 
Allowance for impairment losses   (2,412)   (3,033)   (6,414)   (11,966)   (15,253)
Total loans and advances net of allowance for impairment losses   484,860    480,292    508,859    518,317    549,521 

 

Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided for 2013 or later years. The analysis of loans and advances at 31 December 2012 between domestic and international offices is as follows:

 

   Domestic   International   Total 
   £m   £m   £m 
Loans and advances to banks   32,073    687    32,760 
Loans and advances to customers:               
Mortgages   322,687    15,192    337,879 
Other personal lending   26,119    2,215    28,334 
Agriculture, forestry and fishing   5,482    49    5,531 
Energy and water supply   1,773    1,548    3,321 
Manufacturing   7,246    1,284    8,530 
Construction   6,481    1,045    7,526 
Transport, distribution and hotels   22,205    4,363    26,568 
Postal and telecommunications   1,239    158    1,397 
Financial, business and other services   44,155    4,574    48,729 
Property companies   43,683    8,705    52,388 
Lease financing   5,306    1,171    6,477 
Hire purchase   4,970    364    5,334 
Total loans   523,419    41,355    564,774 
Allowance for impairment losses   (7,076)   (8,177)   (15,253)
Total loans and advances net of allowance for impairment losses   516,343    33,178    549,521 
75

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

SUMMARY OF LOAN LOSS EXPERIENCE

 

The following table analyses the movements in the allowance for impairment losses on loans and advances to banks and customers for each of the five years listed.

 

   2016   2015   2014   2013   2012 
   £m   £m   £m   £m   £m 
Balance at beginning of year   3,033    6,414    11,966    15,253    18,746 
Exchange and other adjustments   69    (246)   (410)   291    (380)
Disposal of businesses   –    (82)   –    (176)   – 
Advances written off:                         
Loans and advances to customers:                         
Mortgages   (42)   (71)   (87)   (601)   (133)
Other personal lending   (728)   (853)   (1,329)   (1,437)   (2,267)
Agriculture, forestry and fishing   (1)   (1)   (8)   (11)   (45)
Energy and water supply   (9)   (73)   –    (102)   (77)
Manufacturing   (19)   (126)   (59)   (130)   (226)
Construction   (96)   (21)   (157)   (84)   (654)
Transport, distribution and hotels   (64)   (728)   (1,119)   (798)   (458)
Postal and telecommunications   (189)   (11)   –    (14)   (7)
Financial, business and other services   (712)   (604)   (946)   (1,030)   (1,071)
Property companies   (215)   (1,648)   (2,669)   (1,891)   (3,554)
Lease financing   –    (31)   (4)   (10)   (75)
Hire purchase   (36)   (37)   (54)   (121)   (130)
Loans and advances to banks   –    –    –    (3)   (10)
Total advances written off   (2,111)   (4,204)   (6,432)   (6,232)   (8,707)
Recoveries of advances written off:                         
Loans and advances to customers:                         
Mortgages   44    35    18    28    53 
Other personal lending   329    366    600    408    757 
Energy and water supply   3    5    –    –    – 
Manufacturing   80    –    –    –    – 
Construction   78    –    –    –    – 
Transport, distribution and hotels   50    63    –    –    1 
Financial, business and other services   241    193    –    –    – 
Property companies   34    101    –    –    4 
Lease financing   –    –    –    –    2 
Hire purchase   2    1    63    20    26 
Total recoveries of advances written off   861    764    681    456    843 
Total net advances written off   (1,250)   (3,440)   (5,751)   (5,776)   (7,864)
76

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

   2016   2015   2014   2013   2012 
   £m   £m   £m   £m   £m 
Effect of unwinding of discount recognised through interest income   (32)   (56)   (126)   (351)   (374)
Allowances for impairment losses charged against income for the year:                         
Loans and advances to customers:                         
Mortgages   (23)   33    (138)   224    278 
Other personal lending   438    437    536    920    881 
Agriculture, forestry and fishing   3    1    2    –    54 
Energy and water supply   (4)   35    28    95    71 
Manufacturing   (48)   23    (4)   31    236 
Construction   143    13    (81)   66    326 
Transport, distribution and hotels   (35)   (88)   198    421    649 
Postal and telecommunications   191    (2)   6    (3)   8 
Financial, business and other services   6    77    179    552    824 
Property companies   (166)   (140)   40    457    1,725 
Lease financing   15    31    (1)   (26)   26 
Hire purchase   72    23    (30)   (12)   47 
Loans and advances to banks   –    –    –    –    – 
Total allowances for impairment losses charged against income for the year   592    443    735    2,725    5,125 
Total balance at end of year   2,412    3,033    6,414    11,966    15,253 
Ratio of net write-offs during the year to average loans outstanding during the year   0.3%    0.8%    1.1%    1.1%    1.4% 

 

The Group’s impairment allowances in respect of loans and advances to banks and customers decreased by £621 million, or 20 per cent, from £3,033 million at 31 December 2015 to £2,412 million at 31 December 2016. This decrease resulted from a charge to the income statement of £592 million being more than offset by net advances written off of £1,250 million (advances written off of £2,111 million less recoveries £861 million). The increase in the charge to the income statement of £149 million, or 34 per cent, from £443 million in 2015 to £592 million in 2016 reflects lower levels of releases and write-backs rather than an underlying deterioration in credit quality. By category of lending, the most significant elements of the charge to the income statement were charges of £438 million in respect of other personal lending, £143 million in respect of construction and £191 million in respect of postal and telecommunications together with a credit of £166 million in respect of property companies. Of the net advances written off of £1,250 million, £399 million related to other personal lending, £471 million related to financial, business and other services and £181 million to property companies.

77

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided for 2013 or later years. The analysis of movements in the allowance for impairment losses on loans and advances to banks and customers for the year ended 31 December 2012 between domestic and international offices is as follows:

 

   Domestic   International   Total 
   £m   £m   £m 
Balance at beginning of year   8,025    10,721    18,746 
Exchange and other adjustments   (24)   (356)   (380)
Advances written off:               
Loans and advances to customers:               
Mortgages   (96)   (37)   (133)
Other personal lending   (2,258)   (9)   (2,267)
Agriculture, forestry and fishing   (11)   (34)   (45)
Energy and water supply   (68)   (9)   (77)
Manufacturing   (75)   (151)   (226)
Construction   (477)   (177)   (654)
Transport, distribution and hotels   (140)   (318)   (458)
Postal and telecommunications   (1)   (6)   (7)
Financial, business and other services   (919)   (152)   (1,071)
Property companies   (528)   (3,026)   (3,554)
Lease financing   (74)   (1)   (75)
Hire purchase   (129)   (1)   (130)
Loans and advances to banks   (10)   –    (10)
Total advances written off   (4,786)   (3,921)   (8,707)
Recoveries of advances written off:               
Loans and advances to customers:               
Mortgages   53    –    53 
Other personal lending   751    6    757 
Agriculture, forestry and fishing   –    –    – 
Energy and water supply   –    –    – 
Manufacturing   –    –    – 
Construction   –    –    – 
Transport, distribution and hotels   1    –    1 
Financial, business and other services   –    –    – 
Property companies   –    4    4 
Lease financing   2    –    2 
Hire purchase   26    –    26 
Total recoveries of advances written off   833    10    843 
Total net advances written off   (3,953)   (3,911)   (7,864)
78

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

   Domestic   International   Total 
   £m   £m   £m 
Effect of unwinding of discount recognised through interest income   (405)   31    (374)
Allowances for impairment losses charged against income for the year:               
Loans and advances to customers:               
Mortgages   32    246    278 
Other personal lending   1,121    (240)   881 
Agriculture, forestry and fishing   15    39    54 
Energy and water supply   77    (6)   71 
Manufacturing   81    155    236 
Construction   221    105    326 
Transport, distribution and hotels   289    360    649 
Postal and telecommunications   –    8    8 
Financial, business and other services   734    90    824 
Property companies   776    949    1,725 
Lease financing   37    (11)   26 
Hire purchase   50    (3)   47 
Total allowances for impairment losses charged against income for the year   3,433    1,692    5,125 
Total balance at end of year   7,076    8,177    15,253 

 

The following table analyses the coverage of the allowance for loan losses by category of loans.

 

       2016       2015       2014       2013       2012 
       Percentage     Percentage of     Percentage of     Percentage of     Percentage of 
       of loans       loans       loans       loans       loans 
       in each       in each       in each       in each       in each 
   2016   category to   2015   category to   2014   category to   2013   category to   2012   category to 
   Allowance   total loans   Allowance   total loans   Allowance   total loans   Allowance   total loans   Allowance   total loans 
   £m   %   £m   %   £m   %   £m   %   £m   % 
Balance at year end applicable to:                                                  
Loans and advances to banks   –    5.5    –    5.2    –    5.1    –    4.8    3    5.8 
Loans and advances to customers:                                                  
Mortgages   576    63.0    479    64.7    460    64.7    657    63.5    1,113    60.0 
Other personal lending   356    4.3    388    4.3    607    4.5    919    4.4    1,147    5.0 
Agriculture, forestry and fishing   13    1.5    15    1.4    18    1.3    38    1.1    67    1.0 
Energy and water supply   6    0.5    20    0.7    61    0.7    149    0.8    191    0.6 
Manufacturing   84    1.5    70    1.2    179    1.2    296    1.4    337    1.5 
Construction   319    0.9    165    1.0    158    1.3    395    1.3    504    1.3 
Transport, distribution and hotels   161    2.7    219    2.8    1,051    2.9    1,954    4.2    2,162    4.7 
Postal and telecommunications   5    0.5    4    0.5    17    0.5    11    0.4    40    0.2 
Financial, business and other services   312    10.1    811    8.9    1,225    8.7    2,293    8.0    2,764    8.6 
Property companies   470    6.6    790    6.7    2,553    7.1    5,145    8.3    6,664    9.3 
Lease financing   –    0.5    –    0.6    1    0.6    6    0.8    33    1.1 
Hire purchase   110    2.4    72    2.0    84    1.4    103    1.0    228    0.9 
Total balance at year end   2,412    100.0    3,033    100.0    6,414    100.0    11,966    100.0    15,253    100.0 
79

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided for 2013 or later years. The analysis of the coverage of the allowance for loan losses at 31 December 2012 between domestic and international offices is as follows:

 

   Domestic   Foreign   Total
       Percentage of       Percentage of       Percentage of 
       loans in each       loans in each       loans in each 
       category to       category to       category to 
   Allowance   total loans   Allowance   total loans   Allowance   total loans 
2012  £m   %   £m   %   £m   % 
Balance at year end applicable to:                              
Loans and advances to banks   3    6.1    –    1.7    3    5.8 
Loans and advances to customers:                              
Mortgages   106    62.0    1,007    36.8    1,113    60.0 
Other personal lending   1,064    5.0    83    5.4    1,147    5.0 
Agriculture, forestry and fishing   57    1.0    10    0.1    67    1.0 
Energy and water supply   177    0.3    14    3.7    191    0.6 
Manufacturing   194    1.4    143    3.1    337    1.5 
Construction   215    1.2    289    2.5    504    1.3 
Transport, distribution and hotels   715    4.2    1,447    10.6    2,162    4.7 
Postal and telecommunications   10    0.2    30    0.4    40    0.2 
Financial, business and other services   2,008    8.4    756    11.1    2,764    8.6 
Property companies   2,307    8.3    4,357    21.0    6,664    9.3 
Lease financing   14    1.0    19    2.8    33    1.1 
Hire purchase   206    0.9    22    0.8    228    0.9 
Total   7,076    100.0    8,177    100.0    15,253    100.0 
80

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

RISK ELEMENTS IN THE LOAN PORTFOLIO

 

The Group’s credit risk elements analysed by categories reflecting US lending and accounting practices, which differ from those employed in the UK, are detailed below:

 

NON-PERFORMING LENDING

 

In the US, it is the normal practice to stop accruing interest when payments are 90 days or more past due or when recovery of both principal and interest is doubtful. When the loans are transferred to non-accrual status, accrued interest is reversed from income and no further interest is recognised until it becomes probable that the principal will be repaid in full. Loans on which interest has been accrued but suspended would be included in risk elements as loans accounted for on a non-accrual basis.

 

In the US non-performing loans and advances are typically written off more quickly than in the UK. Consequently a UK bank may appear to have a higher level of non-performing loans and advances than a comparable US bank although the reported net income may be similar in both the US and the UK.

 

The Group complies with IFRS 7, which requires more detailed qualitative and quantitative disclosures about its loan portfolios. Accordingly, the table below shows separately those loans that are (i) neither past due nor impaired, (ii) past due but not impaired, (iii) impaired, not requiring a provision and (iv) impaired with a provision.

 

                       Loans and 
                       advances 
       Loans and advances to customers  designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
(audited)  to banks
£m		   mortgages
£m		   other
£m		   Commercial
£m		   Total
£m		   profit or loss
£m		 
31 December 2016                              
Neither past due nor impaired   26,888    296,303    39,478    109,364    445,145    33,079 
Past due but not impaired   14    7,340    386    305    8,031    – 
Impaired – no provision required   –    784    392    689    1,865    – 
– provision held   –    3,536    1,038    2,056    6,630    – 
Gross   26,902    307,963    41,294    112,414    461,671    33,079 
31 December 2015                              
Neither past due nor impaired   25,006    302,063    38,886    100,001    440,950    33,174 
Past due but not impaired   111    8,233    393    463    9,089    – 
Impaired – no provision required   –    732    690    1,092    2,514    – 
– provision held   –    3,269    911    2,896    7,076    – 
Gross   25,117    314,297    40,880    104,452    459,629    33,174 
31 December 2014                              
Neither past due nor impaired   26,003    320,324    37,886    106,768    464,978    36,725 
Past due but not impaired   152    10,311    674    488    11,473    – 
Impaired – no provision required   –    578    938    847    2,363    – 
– provision held   –    3,766    1,109    7,070    11,945    – 
Gross   26,155    334,979    40,607    115,173    490,759    36,725 
31 December 2013                              
Neither past due nor impaired   25,219    318,668    36,789    107,764    463,221    29,443 
Past due but not impaired   146    12,329    580    786    13,695    – 
Impaired – no provision required   –    637    1,284    1,824    3,745    – 
– provision held   –    6,229    1,456    20,829    28,514    – 
Gross   25,365    337,863    40,109    131,203    509,175    29,443 
31 December 2012                              
Neither past due nor impaired   32,726    319,613    41,223    117,152    477,988    14,551 
Past due but not impaired   31    12,880    922    1,527    15,329    – 
Impaired – no provision required   –    741    1,530    1,504    3,775    – 
– provision held   3    7,391    2,124    33,003    42,518    – 
Gross   32,760    340,625    45,799    153,186    539,610    14,551 

 

The analysis of lending between retail and commercial has been prepared based upon the type of exposure and not the business segment in which the exposure is recorded. Included within retail are exposures to personal customers and small businesses, whilst included within commercial are exposures to corporate customers and other large institutions.

81

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The loans that are past due but not impaired are further analysed in the table below according to the number of days that have elapsed since the last payment was due from the borrower.

 

                       Loans and 
                       advances 
       Loans and advances to customers  designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
(audited)  to banks
£m		   mortgages
£m		   other
£m		   Commercial
£m		   Total
£m		   profit or loss
£m		 
31 December 2016                              
0-30 days   14    3,547    285    157    3,989    – 
30-60 days   –    1,573    75    37    1,685    – 
60-90 days   –    985    2    74    1,061    – 
90-180 days   –    1,235    6    14    1,255    – 
Over 180 days   –    –    18    23    41    – 
Total   14    7,340    386    305    8,031    – 
31 December 2015                              
0-30 days   111    4,066    276    248    4,590    – 
30-60 days   –    1,732    81    100    1,913    – 
60-90 days   –    1,065    9    52    1,126    – 
90-180 days   –    1,370    8    19    1,397    – 
Over 180 days   –    –    19    44    63    – 
Total   111    8,233    393    463    9,089    – 
31 December 2014                              
0-30 days   152    4,854    453    198    5,505    – 
30-60 days   –    2,309    110    51    2,470    – 
60-90 days   –    1,427    90    139    1,656    – 
90-180 days   –    1,721    5    38    1,764    – 
Over 180 days   –    –    16    62    78    – 
Total   152    10,311    674    488    11,473    – 
31 December 2013                              
0-30 days   146    5,596    489    347    6,432    – 
30-60 days   –    2,639    87    102    2,828    – 
60-90 days   –    1,734    4    57    1,795    – 
90-180 days   –    2,360    –    41    2,401    – 
Over 180 days   –    –    –    239    239    – 
Total   146    12,329    580    786    13,695    – 
31 December 2012                              
0-30 days   –    5,996    744    860    7,600    – 
30-60 days   3    2,667    138    131    2,936    – 
60-90 days   2    1,750    29    328    2,107    – 
90-180 days   6    2,467    5    56    2,528    – 
Over 180 days   20    –    6    152    158    – 
Total   31    12,880    922    1,527    15,329    – 

 

A financial asset is ‘past due’ if a counterparty has failed to make a payment when contractually due.

82

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

POTENTIAL PROBLEM LOANS

 

Potential problem loans are loans where known information about possible credit problems causes management to have concern as to the borrower’s ability to comply with the present loan repayment terms.

 

IFRS 7 requires the disclosure of information about the credit quality of loans and advances that are neither past due nor impaired. The Group’s disclosures analyse these loans between those that the Group believes are of good quality, satisfactory quality, and lower quality and those that are below standard but not impaired. The below standard but not impaired balances represent potential problem loans.

 

                       Loans and 
                       advances 
       Loans and advances to customers  designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
(audited)  to banks
£m		   mortgages
£m		   other
£m		   Commercial
£m		   Total
£m		   profit or loss
£m		 
31 December 2016                              
Good quality   26,745    295,286    34,195    72,083         33,049 
Satisfactory quality   87    814    4,479    30,433         30 
Lower quality   3    39    387    6,433         – 
Below standard, but not impaired   53    164    417    415         – 
Total   26,888    296,303    39,478    109,364    445,145    33,079 
31 December 2015                              
Good quality   24,670    301,403    33,589    63,453         33,156 
Satisfactory quality   311    527    4,448    28,899         15 
Lower quality   4    27    476    7,210         3 
Below standard, but not impaired   21    106    373    439         – 
Total   25,006    302,063    38,886    100,001    440,950    33,174 
31 December 2014                              
Good quality   25,654    318,967    30,993    65,106         36,482 
Satisfactory quality   263    1,159    5,675    28,800         238 
Lower quality   49    72    623    11,204         5 
Below standard, but not impaired   37    126    595    1,658         – 
Total   26,003    320,324    37,886    106,768    464,978    36,725 
31 December 2013                              
Good quality   25,044    314,749    29,129    66,345         29,432 
Satisfactory quality   171    2,948    6,414    29,038         7 
Lower quality   2    308    501    9,991         3 
Below standard, but not impaired   2    663    745    2,390         1 
Total   25,219    318,668    36,789    107,764    463,221    29,443 
31 December 2012                              
Good quality   32,173    313,372    30,924    60,049         14,514 
Satisfactory quality   174    4,532    8,579    33,477         28 
Lower quality   10    552    862    18,153         6 
Below standard, but not impaired   369    1,157    858    5,473         3 
Total   32,726    319,613    41,223    117,152    477,988    14,551 

 

For further details see note 52 on page F-90.

 

INTEREST FOREGONE ON NON-PERFORMING LENDING

 

The table below summarises the interest foregone on impaired lending.

 

   2016 
   £m 
Interest income that would have been recognised under original contract terms   317 
Interest income included in profit   (205)
Interest foregone   112 
83

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

TROUBLED DEBT RESTRUCTURINGS

 

In the US, loans whose terms have been modified due to problems with the borrower are required to be separately disclosed. If the new terms were in line with market conditions at the time of the restructuring and the restructured loan remains current as to repayment of principal and interest then the disclosure is discontinued at the end of the first year. The Company’s accounting policy for loans that are renegotiated is set out in note 2(H)(l) to the financial statements. The table below sets out loans that are forborne at 31 December 2016, 2015 and 2014, separately identifying those loans that are also impaired:

 

               Impairment 
   Total forborne   Total forborne       allowance as a 
   loans and   loans and   Total loans and   % of loans and 
   advances which   advances which   advances which   advances which 
   are not impaired   are impaired   are forborne   are forborne 
   £m   £m   £m   % 
At 31 December 2016                    
UK secured retail   1,879    217    2,096    4.7 
UK unsecured retail   20    107    127    40.5 
Consumer credit cards   93    119    212    29.0 
Asset Finance UK Retail   55    62    117    27.0 
Run off: Ireland secured retail   137    19    156    16.6 
Commercial Banking   466    2,179    2,645    31.2 
Run off: Corporate Real Estate, other Corporate and Specialist Finance   3    995    998    51.1 
At 31 December 2015                    
UK secured retail   2,929    173    3,102    4.2 
UK unsecured retail   28    119    147    40.0 
Consumer credit cards   105    120    225    26.8 
Asset Finance UK Retail   49    51    100    25.5 
Run off: Ireland secured retail   143    26    169    13.3 
Commercial Banking   986    2,528    3,514    30.9 
Run off: Corporate Real Estate, other Corporate and Specialist Finance   9    1,771    1,780    52.5 
Run-off Ireland: Commercial real estate and corporate   32    5    37    0.0 
At 31 December 2014                    
UK secured retail   4,128    266    4,394    3.5 
UK unsecured retail   23    139    162    39.4 
Consumer credit cards   94    140    234    29.1 
Asset Finance UK Retail   56    53    109    20.5 
Run off: Ireland secured retail   239    41    280    12.7 
Commercial Banking   1,896    3,241    5,137    31.0 
Run off: Corporate Real Estate, other Corporate and Specialist Finance   86    1,912    1,998    58.3 
Run-off Ireland: Commercial real estate and corporate   384    3,052    3,436    72.2 

 

The Group assesses whether a loan benefiting from a UK Government-sponsored programme is impaired or a troubled debt restructuring using the same accounting policies and practices as it does for loans not benefiting from such a programme.

 

Further information on the schemes operated by the Group to assist borrowers who are experiencing financial stress and on the Group’s forborne loans is set out on pages 56 to 59 and pages 65 to 72.

 

ASSETS ACQUIRED IN EXCHANGE FOR ADVANCES

 

In most circumstances in the US, title to property securing residential real estate transfers to the lender upon foreclosure. The loan is written off and the property acquired in this way is reported in a separate balance sheet category with any recoveries recorded as an offset to the provision for loan losses recorded in the year. Upon sale of the acquired property, gains or losses are recorded in the income statement as a gain or loss on acquired property.

 

In the UK, although a bank is entitled to enforce a first charge on a property held as security, it typically does so only to the extent of enforcing its power of sale. In accordance with IFRS and industry practice, Lloyds Banking Group usually takes control of a property held as collateral on a loan at repossession without transfer of title. Loans subject to repossession continue to be reported as loans in the balance sheet. The Group’s gains or losses on sale of the acquired property are recorded within the provision for loan losses during the reporting period.

 

The difference in practices has no effect on net income reported in the UK compared to that reported in the US but it does result in a difference in classification of losses and recoveries in the income statement. It also has the effect of causing UK banks to report an increased level of non-performing loans compared with US banks.

 

In certain circumstances the Group takes physical possession of assets held as collateral against wholesale lending. In such cases, the assets are carried on the Group’s balance sheet and are classified according to the Group’s accounting policies.

84

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

CROSS BORDER OUTSTANDINGS

 

The business of Lloyds Banking Group involves exposures in non-local currencies. These cross border outstandings comprise loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in non-local currency. The following table analyses, by type of borrower, foreign outstandings which individually represent in excess of 1 per cent of Lloyds Banking Group’s total assets.

 

           Governments   Banks and other   Commercial, 
           and official   financial   industrial 
       Total   institutions   institutions   and other 
   % of assets   £m   £m   £m   £m 
At 31 December 2016:                         
United States of America   1.6    13,224    7,564    1,718    3,942 
At 31 December 2015:                         
United States of America   1.5    11,748    6,349    952    4,447 
At 31 December 2014:                         
United States of America   1.3    11,437    7,838    1,177    2,422 

 

At 31 December 2016, United States of America had commitments of £2,168 million.

 

At 31 December 2016, no countries had cross border outstandings of between 0.75 per cent and 1 per cent of assets.

 

At 31 December 2015, no countries had cross border outstandings of between 0.75 per cent and 1 per cent of assets.

 

At 31 December 2014, no countries had cross-border outstandings of between 0.75 per cent and 1 per cent of assets.

85

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

CONDUCT RISK

 

DEFINITION

 

Conduct risk is defined as the risk of customer detriment or regulatory censure and/or a reduction in earnings/value, through financial or reputational loss, from inappropriate or poor customer treatment or business conduct.

 

EXPOSURES

 

The Group faces significant conduct risks, which affect all aspects of the Group’s operations, all types of customers and other stakeholders. These can be considered across two main categories; customer conduct risks and market conduct risks. Customer conduct risks are those that have a direct impact on a customer – or group of customers – and can materialise through products or services not meeting the needs of its customers; sales processes resulting in poor customer outcomes; or the failure to deal with a customer’s complaint effectively which in turn may lead to a referral to the Financial Ombudsman Service. Market conduct risks can exist where activity taken can disrupt the fair and effective operation of a market in which the Group is active. Market conduct risks can arise from the mismanagement of market sensitive information, the failure to identify and report suspicious transactions or orders, or through inaccurate benchmark submissions.

 

There is an ongoing high level of scrutiny regarding financial institutions’ treatment of customers, including those in vulnerable circumstances, from regulatory bodies, the media, politicians and consumer groups. As a result, there is a risk that certain aspects of the Group’s current or legacy business may be determined by the Financial Conduct Authority, other regulatory bodies or the courts as not being conducted in accordance with applicable laws or regulations, or in a manner that fails to deliver fair and reasonable customer treatment. The Group may also be liable for damages to third parties harmed by the conduct of its business. There is also a significant regulatory focus on market misconduct, resultant from previous issues around LIBOR and FX.

 

MEASUREMENT

 

To articulate its conduct risk appetite, the Group has sought more granularity through the use of suitable conduct risk metrics and tolerances that indicate where it may potentially be operating outside its conduct appetite. Conduct Risk Appetite Metrics (CRAMs) have been designed for all product families offered by the Group; a set of common metrics have been agreed for all products to support a consistent approach. These contain a range of product design, sales and post-sales metrics to provide a more holistic view of conduct risks; each product also has additional bespoke metrics. The common metrics are sales volume, product governance adherence, target market, outcome testing: meets customer needs, outcome testing: information disclosure, outcome testing: regulatory compliance, retention, usage, claims (decline rates), complaints, Financial Ombudsman Service uphold rate and complaints outcome testing. Each of the tolerances for the metrics are agreed for the individual product and are tracked monthly. At a consolidated level these metrics are part of the Board approved risk appetite. The Group also continues to measure the effectiveness of the overall strategic focus on conduct within the divisions and functions and its impact on customer outcomes and the effective implementation of the Customer Vulnerability agenda through the Group Customer First Committee (GCFC).

 

In relation to market conduct, relevant metrics are being established, and will continue to evolve in line with external developments. These cover a range of topics including the management of confidential and market sensitive information; and the way in which conflicts of interest are managed.

 

MITIGATION

 

The Group takes a range of mitigating actions with respect to this risk. The transition of the customer-focused UK centric strategy into the Business has strengthened its culture and values, improved systems and processes, and implemented more effective controls. These actions are being further embedded throughout the Group (across all business areas and all supporting functional areas) through the continued evolution of the strategic focus on conduct within business as usual supported by the GCFC, including:

 

– Conduct risk appetite established at Group and business area level, with metrics included in the Board Risk Appetite to ensure ongoing due-focus;
   
– Customer needs explicitly considered within business and product level planning and strategy, with Divisional plans reviewed and challenged by the GCFC;
   
– Cultural transformation, supported by strong direction and tone from senior executives and the Board. This is underpinned by the Group’s values and Codes of Responsibility, to deliver the best bank for customers;
   
– Establishment of the Customer Vulnerability Framework, which operates at a senior level to prioritise change, drive implementation and ensure consistency across the Group;
   
– Development of the Group’s Customer Journey Strategy and Framework to support its focus on conduct from an end-to-end customer perspective;
   
– Enhanced product governance framework to ensure products continue to offer customers fair value, and consistently meet their needs throughout their product life cycle;
   
– Enhanced complaints management through effectively responding to, and learning from, root causes to reduce complaint volumes and the Financial Ombudsman Service change rate;
   
– Enhanced recruitment and training, with a focus on how the Group manages colleagues’ performance with clearer customer accountabilities; and
   
– Ongoing focus on the strategic conduct agenda in the Group’s interactions with third parties involved in serving customers to ensure consistent delivery of needs met.

 

The Group has also prioritised activity designed to reinforce good conduct in its engagement with the markets in which it operates. This has included the creation of a Market Conduct Steering Committee, training for relevant colleagues, the development of enhanced procedures, and the enhancement of preventative and detective controls including the Group’s trade surveillance and continuous surveillance capability.

 

The Group’s leadership team, through the GCFC, has oversighted and approved the transition of the Conduct Strategy within the business as usual to support the development of the right customer centric culture. The Board and Group Risk Committee receive regular qualitative and quantitative reports to track progress on how the Group is meeting customer needs and minimising conduct risk across all areas of the business.

 

The Group actively engages with regulatory bodies and other stakeholders in developing its understanding of current customer treatment concerns, and those relating to the fairness and effectiveness of markets, to ensure that the Group’s strategic conduct focus in business as usual continues to meet evolving stakeholder expectations.

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MONITORING

 

Monitoring and reporting is undertaken at Board, Group and business area committees. As part of the reporting of CRAMs, a robust outcomes testing regime, for both sales and complaints processes, is in place to test performance of customer critical activities. The GCFC has responsibility for monitoring and reviewing integrated measurement of enhanced outcomes, customer views and cultural transformation, including challenging Divisions to make changes based on key learnings to support the delivery of the Group’s vision and foster a customer centric culture. Monitoring activity has also increased in scope to cover trading and communication surveillance, and the monitoring and testing of controls relevant to the Group’s market conduct agenda.

 

MARKET RISK

 

DEFINITION

 

Market risk is defined as the risk that unfavourable market moves (including changes in and increased volatility of interest rates, market-implied inflation rates, credit spreads and prices for bonds, foreign exchange rates, equity, property and commodity prices and other instruments) lead to reductions in earnings and/or value.

 

BALANCE SHEET LINKAGES

 

The information provided in table 1.33 (below) aims to facilitate the understanding of linkages between banking, trading, and insurance balance sheet items and the positions disclosed in the Group’s market risk disclosures.

 

Table 1.33: Market risk linkage to the balance sheet

 

       Banking       
       Trading            
2016  Total
£m		   book only
£m		   Non-trading
£m		   Insurance
£m		   Primary market risk factor
Assets                       
Cash and balances at central banks   47,452    –    47,452    –   Interest rate
Trading and other financial assets at fair value through profit or loss   151,174    45,247    4,039    101,888   Interest rate, foreign exchange, credit spread
Derivative financial instruments   36,138    30,951    2,713    2,474   Interest rate, foreign exchange, credit spread
Loans and receivables:                       
Loans and advances to banks   26,902    –    5,583    21,319   Interest rate
Loans and advances to customers1   457,958    –    457,958    –   Interest rate
Debt securities   3,397    –    3,397    –   Interest rate, credit spread
    488,257    –    466,938    21,319    
Available-for-sale financial assets   56,524    –    56,522    2   Interest rate, foreign exchange, credit spread
Value of in-force business   5,042    –    –    5,042   Equity
Other assets   33,206    –    16,811    16,395   Interest rate
Total assets   817,793    76,198    594,475    147,120    
                        
Liabilities                       
Deposits from banks   16,384    –    16,384    –   Interest rate
Customer deposits   415,460    –    415,460    –   Interest rate
Trading and other financial liabilities at fair value through profit or loss   54,504    45,079    9,425    –   Interest rate, foreign exchange
Derivative financial instruments   34,924    30,143    1,967    2,814   Interest rate, foreign exchange, credit spread
Debt securities in issue   76,314    –    76,314    –   Interest rate, credit spread
Liabilities arising from insurance and investment contracts   114,502    –    –    114,502   Credit spread
Subordinated liabilities   19,831    –    18,012    1,819   Interest rate, foreign exchange
Other liabilities   37,409    –    9,726    27,683   Interest rate
Total liabilities   769,328    75,222    547,288    146,818    
   
1 Includes £6.7 billion of lower risk loans within the banking book sold by Commercial Banking and Retail to Insurance to manage market risk arising from annuitant liabilities within the Insurance business.

 

The defined benefit pension schemes’ assets and liabilities are included under Other assets and Other liabilities in this table and note 36 on page F-47 provides further information.

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The Group’s trading book assets and liabilities are originated by Financial Markets within the Commercial Banking division. Within the Group’s balance sheet these fall under the trading assets and liabilities and derivative financial instruments. The assets and liabilities are classified as trading books if they have been acquired or incurred for the purpose of selling or repurchasing in the near future. These consist of government, corporate and financial institution bonds and loans/deposits and repos. Further information on these activities can be found under the Trading portfolios section on page 92.

 

Derivative assets and liabilities are held by the Group for three main purposes; to provide risk management solutions for clients, to manage portfolio risks arising from client business and to manage and hedge the Group’s own risks. The majority of derivatives exposure arises within Financial Markets. Insurance business assets and liabilities relate to policyholder funds, as well as shareholder invested assets, including annuity funds. The Group recognises the value of in-force business in respect of Insurance’s long-term life assurance contracts as an asset in the balance sheet (see note 24, page F-38).

 

The Group ensures that it has adequate cash and balances at central banks and stocks of high quality liquid assets (e.g. Gilts or US Treasury Securities) that can be converted easily into cash to meet liquidity requirements. The majority of these assets are held as available-for-sale with the remainder held as financial assets at fair value through profit and loss. Further information on these balances can be found under the Funding and Liquidity Risk on page 95. Interest rate risk in the asset portfolios is swapped into a floating rate.

 

The majority of debt issuance originates from the Issuance, Capital Vehicles and Medium Term Notes desks and the interest rate risk of the debt issued is hedged by swapping them into a floating rate.

 

The non trading book primarily consists of customer on balance sheet activities and the Group’s capital and funding activities, which expose it to the risk of adverse movements in market prices, predominantly interest rates, credit spreads, exchange rates and equity prices, as described in further detail within the Banking activities section (page 89).

 

Table 1.34 shows the key material market risks for the Group’s banking, defined benefit pension schemes, Insurance and trading activities.

 

Table 1.34: Key material market risks for the Group by individual business activity (profit before tax impact measured against Group single stress scenarios)

 

   Risk type 
2016  Interest Rate   Basis Risk   FX   Credit Spread   Equity   Inflation 
Banking activities1   

l

    

l

    –    

l

    

l

    – 
Defined benefit pension scheme1   

l

    –    –    

n

    –    – 
Insurance portfolios1   

l

    –    –    

l

    

l

    – 
Trading portfolios2   –    –    –    –    –    – 
                               
Profit before tax   Loss    Gain                     
>£500m   

l

    

n

                     
£250m – £500m   

l

    

n

                     
£50m – <£250m   

l

    

n

                     
Immaterial/zero   –    –                     
   
1 Banking Activities: Insurance and Pensions stresses; Interest rate -100 bps, Basis 3 month Libor +100bps/Bank Base Rate -25pbs, FX -15 per cent GBP.
Credit Spread +100 per cent, Equity -30 per cent, Inflation +50 bps.
   
2 Trading Portfolios; Interest rate -30bps, FX -5 per cent GBP, Credit spread +20 per cent, Inflation +30bps.

 

MEASUREMENT

 

In addition to measuring single factors, board risk appetite is calibrated primarily to five economic multirisk scenarios, and is supplemented with sensitivity based measures. The scenarios assess the impact of unlikely, but plausible adverse stresses on income, with the worst case for banking activities, defined benefit pensions, insurance and trading portfolios reported against independently, and across the Group as a whole.

 

The Board risk appetite is cascaded first to the Group Asset and Liability Committee (GALCO), chaired by the Chief Financial Officer, where risk appetite is approved and monitored by risk type, and then to Group Market Risk Committee (GMRC) where risk appetite is sub allocated by Division. These metrics are reviewed regularly by senior management to inform effective decision making.

 

MITIGATION

 

GALCO is responsible for approving and monitoring group market risks, management techniques, market risk measures, behavioural assumptions, and the market risk policy. Various mitigation activities are assessed and undertaken across the Group to manage portfolios and seek to ensure they remain within approved limits. The mitigation actions will vary dependent on exposure, but will, in general, look to reduce risk in a cost effective manner, by offsetting balance sheet exposures and externalising through to the financial markets dependent on market liquidity. The market risk policy is owned by Group Corporate Treasury (GCT) and refreshed annually. The policy is underpinned by supplementary market risk procedures, which define specific market risk management and oversight requirements.

 

MONITORING

 

GALCO and the GMRC regularly review high level market risk exposure, as part of the wider risk management framework. They also make recommendations to the Group Chief Executive concerning overall market risk appetite and Group Market Risk Policy. Exposures at lower levels of delegation are monitored at various intervals according to their volatility, from daily in the case of trading portfolios to monthly or quarterly in the case of less volatile portfolios. Levels of exposures compared to approved limits and triggers are monitored by Risk Division and where appropriate, escalation procedures are in place.

 

How market risks arise and are managed across the Group’s activities is considered in more detail below.

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BANKING ACTIVITIES

 

EXPOSURES

 

The Group’s banking activities expose it to the risk of adverse movements in market prices, predominantly interest rates, credit spreads, exchange rates and equity prices. The volatility of market values can be affected by both the transparency of prices and the amount of liquidity in the market for the relevant asset or liability.

 

Interest rate risk

 

Interest rate risk in the Group’s divisional portfolios and in the Group’s capital and funding activities arises from the different repricing characteristics of the Group’s non-trading assets, liabilities (see loans and advances to customers and customer deposits in table 1.36) and off balance sheet positions. Behavioural assumptions are applied to (i) embedded optionality within products; (ii) the duration of balances that are contractually repayable on demand, such as current accounts and overdrafts, together with net free reserves of the group; and (iii) to the re-pricing behaviour of managed rate liabilities namely variable rate savings.

 

Basis risk arises from the possible changes in spreads, for example where the bank lends with reference to a central bank rate but funds with reference to LIBOR and the spread between these two rates widens or tightens.

 

Prepayment risk arises, predominantly in the Retail division, as customer balances amortise more quickly or slowly than anticipated due to economic conditions or customer’s response to changes in economic conditions. Pipeline and pre hedge risk arises where new business volumes are higher or lower than forecasted.

 

Foreign exchange risk

 

Economic foreign exchange exposure arises from the Group’s investment in its overseas operations (net investment exposures are disclosed in note 52 on page F-87). In addition, the Group incurs foreign exchange risk through non-functional currency flows from services provided by customer facing divisions and the Group’s debt and capital management programmes.

 

Equity risk

 

Equity risk arises primarily from three different sources; (i) the Group’s strategic equity holdings in Banco Sabadell, Aberdeen Asset Management, and Visa Europe; (ii) exposure to Lloyds Banking Group share price through deferred shares and deferred options granted to employees as part of their benefits package; and (iii) the Group’s private equity investments held by Lloyds Development Capital.

 

Credit spread risk

 

Credit spread risk arises largely from (i) the liquid asset portfolio held in the management of Group liquidity, comprising of government, supranational, and other eligible assets; and (ii) the Credit Valuation Adjustment (CVA) and Debit Valuation Adjustment (DVA) sensitivity to credit spreads; and (iii) a number of the Group’s structured medium term notes where it has elected to fair value the notes through the profit and loss account.

 

MEASUREMENT

 

Interest rate risk exposure is monitored monthly using, primarily:

 

(i) Market value sensitivity: this methodology considers all repricing mismatches (behaviourally adjusted where appropriate) in the current balance sheet and calculates the change in market value that would result from an instantaneous 25, 100 and 200 basis points parallel rise or fall in the yield curve (subject to an appropriate floor).

 

(ii) Interest income sensitivity: this measures the impact on future net interest income arising from an instantaneous 25, 100 and 200 basis points parallel rise or fall in all the yield curves over a rolling 12 month basis (subject to an appropriate floor). Unlike the market value sensitivities, the interest income sensitivities incorporate additional behavioural assumptions as to how and when individual products would reprice in response to such change.

 

(iii) Market Value limit: this caps the amount of conventional and inflation-linked government bonds held by the Group for liquidity purposes.

 

(iv) Structural hedge limits; these metrics enhance understanding of assumption and duration risk taken within the behaviouralisation of this portfolio.

 

The Group has an integrated Asset and Liability Management (ALM) system which supports non traded asset and liability management of the Group. This provides a single consolidated tool to measure and manage interest rate repricing profiles (including behavioural assumptions), perform stress testing and produce forecast outputs. The Group is aware that any assumptions based model is open to challenge. A full behavioural review is performed annually to ensure the assumptions remain appropriate.

 

A limit structure exists to ensure that risks stemming from residual and temporary positions or from changes in assumptions about customer behaviour remain within the Group’s risk appetite.

 

Table 1.35 below shows, split by material currency, the Group’s market value sensitivities to an instantaneous parallel up and down 25 and 100 basis points change to all interest rates.

 

Table 1.35: Banking activities: market value sensitivity

 

   2016   2015 
                                 
   Up 25bps   Down 25bps   Up 100bps   Down 100bps   Up 25bps   Down 25bps   Up 100bps   Down 100bps 
   £m   £m   £m   £m   £m   £m   £m   £m 
Sterling   (11.4)   11.5    (45.1)   31.6    48.7    (48.8)   194.2    (115.9)
US Dollar   3.2    (3.2)   12.6    (13.7)   1.9    (1.9)   7.5    (5.9)
Euro   (6.0)   (3.7)   (23.2)   (12.1)   1.7    (2.1)   6.9    (6.8)
Other   (0.2)   0.2    (0.9)   0.6    (0.4)   0.4    (1.6)   1.1 
Total   (14.4)   4.8    (56.6)   6.4    51.9    (52.4)   207.0    (127.5)

 

This is a risk based disclosure and the amounts shown would be amortised in the income statement over the duration of the portfolio.

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The market value sensitivity is driven by temporary customer flow positions not yet hedged plus other positions occasionally held within limits, by the Group’s wholesale funding desks in order to minimise overall funding and hedging costs. The level of risk is low relative to the size of the total balance sheet.

 

Table 1.36 below shows supplementary value sensitivity to a steepening and flattening in the yield curve. This ensures there are no unintended consequences to managing risk to parallel shifts in rates.

 

Table 1.36: Banking activities: market value sensitivity to a steepening and flattening of the yield curve

 

   2016   2015 
                 
   Steepener   Flattener   Steepener   Flattener 
   £m   £m   £m   £m 
Sterling   (5.8)   (13.2)   (105.7)   97.1 
US Dollar   0.7    (1.3)   (3.4)   4.8 
Euro   (15.3)   (12.8)   (0.5)   2.0 
Other   (0.2)   0.2    0.2    (0.2)
Total   (20.6)   (27.1)   (109.4)   103.7 

 

The table below shows the banking book income sensitivity to an instantaneous parallel up and down 25 and 100 basis points change to all interest rates.

 

Table 1.37: Banking activities: net interest income sensitivity (audited)

 

   2016   2015 
                                 
   Up 25bps   Down 25bps   Up 100bps   Down 100bps   Up 25bps   Down 25bps   Up 100bps   Down 100bps 
   £m   £m   £m   £m   £m   £m   £m   £m 
Client facing activity and associated hedges   176.8    (286.1)   724.9    (408.0)   152.4    (140.1)   604.7    (464.2)

 

Income sensitivity is measured over a rolling 12 month basis.

 

The interest income sensitivity continues to reflect structural hedging against margin compression. The increased sensitivity reflects both the timing of margin management, and the level of floors giving rise to increased compression risk in the Group.

 

Basis risk, foreign exchange, equity, and credit spread risks are measured primarily through scenario analysis by assessing the impact on profit before tax over a 12 month horizon arising from a change in market rates, and reported within the Board Risk Appetite on a monthly basis. Supplementary measures such as sensitivity and exposure limits are applied where they provide greater insight into risk positions. Frequency of reporting supplementary measures varies from daily to quarterly appropriate to each risk type.

 

MITIGATION

 

The Group’s policy is to optimise reward whilst managing its market risk exposures within the risk appetite defined by the Board. The Group Market Risk policy and procedures outlines the hedging process, and the centralisation of risk from divisions into GCT, e.g. via Transfer Pricing Framework. GCT is responsible for managing the centralised risk and does this through natural offsets of matching assets and liabilities, and appropriate hedging activity of the residual exposures, subject to the authorisation and mandate of GALCO within the Board risk appetite. Derivative desks in Financial Markets will then externalise the hedges to the market. The Group has hedge accounting solutions in place, which reduce the accounting volatility arising from the Group’s economic hedging activities by utilising both Libor based and Bank base rate assets.

 

The largest residual risk exposure arises from balances that are deemed to be insensitive to changes in market rates (including current accounts, a portion of variable rate deposits and investable equity), and is managed through the Group’s structural hedge. Consistent with the Group’s strategy to deliver stable returns, GALCO seeks to minimise large reinvestment risk, and to smooth earnings over a range of investment tenors. The amount and duration of the hedging activity is reviewed regularly by GALCO, with current maximum duration of around four years.

 

Whilst the bank faces margin compression in the current low rate environment, its exposure to pipeline and prepayment risk are not considered material, and are hedged in line with expected customer behaviour. These are appropriately monitored and controlled through Divisional ALCOs.

 

Net investment foreign exchange exposures are managed centrally by GCT, by hedging non GBP asset values with currency borrowing. Economic foreign exchange exposures arising from non-functional currency flows are identified by divisions and transferred and managed centrally. The Group also has a policy of forward hedging its forecasted currency profit and loss to year end.

 

MONITORING

 

The appropriate limits and triggers are monitored by senior executive Committees within the Banking divisions. Banking assets, liabilities and associated hedging are actively monitored and if necessary rebalanced to be within agreed tolerances.

 

DEFINED BENEFIT PENSION SCHEMES

 

EXPOSURES

 

The Group’s defined benefit pension schemes are exposed to significant risks from their assets and liabilities. The liability discount rate provides exposure to interest rate risk and credit spread risk, which are partially offset by fixed interest assets (such as gilts and corporate bonds) and swaps. Equity and alternative asset risk arises from direct asset holdings.

 

For further information on defined benefit pension scheme assets and liabilities please refer to note 36 on page F-47.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

MEASUREMENT

 

Management of the assets is the responsibility of the Trustees of the schemes who are responsible for setting the investment strategy and for agreeing funding requirements with the Group. Should a funding deficit arise, the Group will be liable for meeting it, and as part of a triennial valuation process will agree with the Trustees a funding strategy to eliminate the deficit over an appropriate period.

 

MITIGATION

 

The Group takes an active involvement in agreeing risk management and mitigation strategies with the schemes’ Trustees. An interest rate and inflation hedging programme is in place to reduce liability risk. In recent years the schemes have also reduced equity allocation and invested the proceeds in credit assets as part of a programme to de-risk the portfolio.

 

MONITORING

 

In addition to the wider risk management framework, governance of the schemes includes two specialist pensions committees (one Group executive sub-committee and a supporting management committee).

 

The surplus or deficit in the schemes is tracked on a monthly basis along with various single factor and scenario stresses which consider the assets and liabilities holistically. The impact on Group capital resources of the schemes is monitored monthly. Performance against risk appetite triggers is also monitored monthly. Hedges are in place and asset/liability matching positions are also actively monitored.

 

INSURANCE PORTFOLIOS

 

EXPOSURES

 

The main elements of market risk to which the Group is exposed through the Insurance business are equity, credit spread, interest rate and inflation.

 

– Equity risk arises indirectly through the value of future management charges on policyholder funds. These management charges form part of the value of in-force business (see note 24 on page F-38). Equity risk also arises in the with-profits funds but is less material.
   
– Credit spread risk mainly arises from annuities where policyholders’ future cashflows are guaranteed at retirement. Exposure arises if the market value of the assets which are held to back these liabilities, mainly corporate bonds and loans, do not perform in line with expectations. Within the Group accounts a large amount of the exposure to market value movements, but not actual default losses, is removed as accounting rules require that assets Insurance have acquired from Group are maintained at the original amortised book value.
   
– Interest rate risk arises through holding credit and interest assets mainly in the annuity book and also to cover general insurance liabilities, capital requirements and risk appetite.
   
– Inflation exposure arises from a combination of inflation linked policyholder benefits and inflation assumptions used to project future expenses.

 

MEASUREMENT

 

Current and potential future market risk exposures within Insurance are assessed using a range of stress testing exercises and scenario analyses.

 

Risk measures include 1-in-200 year stresses used for regulatory capital assessments and single factor stresses for profit before tax.

 

Table 1.38 demonstrates the impact of the Group’s UK Recession stress scenario (with no diversification benefit) on Insurance’s portfolio; this is the most onerous scenario for Insurance out of the Group scenarios. The amounts include movements in assets, liabilities and the value of in-force business in respect of insurance contracts and participating investment contracts.

 

Table 1.38: Insurance business: profit before tax sensitivities

 

   Increase (reduction) in
profit before tax		 
         
   2016   20151 
   £m   £m 
Interest rates – decrease 100 basis points   (142)   9 
Inflation – increase 50 basis points   (34)   (23)
Credit spreads – 100% widening   (812)   (864)
Equity – 30% fall   (681)   (616)
Property – 25% fall   (58)   (51)
   
1 Restated. The most onerous scenario has changed to UK Recession from Fiscal Solvency.

 

Further stresses that show the effect of reasonably possible changes in key assumptions, including the risk-free rate, equity investment volatility, widening of credit default spreads on corporate bonds and an increase in illiquidity premia, as applied to profit before tax are set out in note 33.

 

MITIGATION

 

Equity and credit spread risks are closely monitored and, where appropriate, asset liability matching is undertaken to mitigate risk. A hedging strategy is in place to reduce exposure from the with-profit funds.

 

Interest rate risk in the annuity book is mitigated by investing in assets whose cash flows closely match those on the projected future liabilities. It is not possible to eliminate risk completely as the timing of insured events is uncertain and bonds are not available at all of the required maturities. As a result, the cash flows cannot be precisely matched and so sensitivity tests are used to test the extent of the mismatch.

 

Other market risks (e.g. interest rate exposure outside the annuity book and inflation) are also closely monitored and where considered appropriate, hedges are put in place to reduce exposure.

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MONITORING

 

Market risks in the Insurance business are monitored by Insurance senior executive committees and ultimately the Insurance Board. Monitoring includes the progression of market risk capital against risk appetite limits, as well as the sensitivity of profit before tax to combined market risk stress scenarios and in year market movements. Asset/liability matching positions and hedges in place are actively monitored and if necessary rebalanced to be within agreed tolerances. In addition market risk is controlled via approved investment policies and mandates.

 

TRADING PORTFOLIOS

 

EXPOSURES

 

The Group’s trading activity is small relative to its peers and the Group does not have a programme of proprietary trading activities. The Group’s trading activity is undertaken solely to meet the financial requirements of commercial and retail customers for foreign exchange, credit and interest rate products. These activities support customer flow and market making activities.

 

All trading activities are performed within the Commercial Banking division. While the trading positions taken are generally small, any extreme moves in the main risk factors and other related risk factors could cause significant losses in the trading book depending on the positions at the time. The average 95 per cent 1-day trading VaR (diversified across risk factors) was £1.3 million for year end 2016 compared to £1.4 million for year end 2015. This decrease was due to the significant de-risking activities that took place at the portfolio level.

 

Trading market risk measures are applied to all the Group’s regulatory trading books and they include daily VaR (table 1.39), sensitivity based measures, and stress testing calculations.

 

MEASUREMENT

 

The Group internally uses VaR as the primary risk measure for all trading book positions.

 

Table 1.39 shows some relevant statistics for the Group’s 1-day 95 per cent confidence level VaR that are based on 300 historical consecutive business days to year end 2016 and year end 2015.

 

The risk of loss measured by the VaR model is the minimum expected loss in earnings given the 95 per cent confidence. The total and average trading VaR numbers reported below have been obtained after the application of the diversification benefits across the five risk types. The maximum and minimum VaR reported for each risk category did not necessarily occur on the same day as the maximum and minimum VaR reported at Group level.

 

Table 1.39: Trading portfolios: VaR (1-day 95 per cent confidence level) (audited)

 

   At 31 December 2016   At 31 December 2015 
                                 
   Close   Average   Maximum   Minimum   Close   Average   Maximum   Minimum 
   £m   £m   £m   £m   £m   £m   £m   £m 
Interest rate risk   0.7    1.3    7.7    0.5    0.8    1.4    3.5    0.8 
Foreign exchange risk   0.1    0.3    0.8    0.1    0.2    0.3    0.8    0.1 
Equity risk   –    –    –    –    –    –    –    – 
Credit spread risk   0.2    0.2    0.4    0.1    0.2    0.4    1.0    0.2 
Inflation risk   0.2    0.3    5.9    0.1    0.1    0.3    1.6    0.1 
All risk factors before diversification   1.2    2.1    14.3    1.1    1.3    2.3    6.2    1.3 
Portfolio diversification   (0.5)   (0.8)             (0.4)   (0.9)          
Total VaR   0.7    1.3    5.7    0.6    0.9    1.4    3.1    0.8 

 

The market risk for the trading book continues to be low with respect to the size of the Group and compared to its peers. This reflects the fact that the Group’s trading operations are customer-centric and focused on hedging and recycling client risks. Note that the maximum VaR reported at £5.7 million was due to the incomplete booking of a position by end of day 22 March 2016 and hence did not reflect the true end of day position and was not a real limit breach. The VaR returned to normal levels once the booking was completed the next day. The next highest VaR was £3.8 million.

 

Although it is an important market standard measure of risk, VaR has limitations. One of them is the use of limited historical data sample which influences the output by the implicit assumption that future market behaviour will not differ greatly from the historically observed period. Another known limitation is the use of defined holding periods which assumes that the risk can be liquidated or hedged within that holding period. Also calculating the VaR at the chosen confidence interval does not give enough information about potential losses which may occur if this level is exceeded. The Group fully recognises these limitations and supplements the use of VaR with a variety of other measurements which reflect the nature of the business activity. These include detailed sensitivity analysis, position reporting and a stress testing programme.

 

Trading book VaR (1-day 99 per cent) is compared daily against both hypothetical and clean profit and loss. 1-day 99 per cent VaR charts for Lloyds Bank, HBOS and Lloyds Banking Group models can be found in the Group’s Pillar 3 Report.

 

MITIGATION

 

The level of exposure is controlled by establishing and communicating the approved risk limits and controls through policies and procedures that define the responsibility and authority for risk taking. Market risk limits are clearly and consistently communicated to the business. Any new or emerging risks are brought within risk reporting and defined limits.

 

MONITORING

 

Trading risk appetite is monitored daily with 1-day 95 per cent VaR and Stress Testing limits. These limits are complemented with position level action triggers and profit and loss referrals. Risk and position limits are set and managed at both desk and overall trading book levels. They are reviewed at least annually and can be changed as required within the overall Group risk appetite framework.

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OPERATIONAL RISK

 

DEFINITION

 

Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

 

The aim of operational risk management is to manage operational risks, protecting customers and the Group, whilst delivering sustainable growth. Operational risks are managed in line with defined appetites through the Group Operational Risk Management Framework, evaluating key exposures, measuring risks, mitigating risks, and monitoring risks on an ongoing basis, as set out below.

 

EXPOSURES

 

The principal operational risks to the Group are:

 

– The risk that the Group is unable to provide services to customers as a result of an IT systems failure;
   
– Cyber risks associated with malicious attacks on the confidentiality or integrity of electronic data, or the availability of systems;
   
– Fraud and financial crime arising from acts of deception or omission;
   
– Ensuring compliance with increasingly complex and detailed anti-money laundering, anti-terrorism, sanctions and prohibitions laws and regulations, as failure to do so would adversely impact the Group’s reputation and potentially incur fines and other legal enforcements;
   
– Risks arising from inadequate delivery of services to customers;
   
– The risk associated with the ongoing provision of services to TSB and other organisations; and
   
– Terrorist acts, other acts of war or hostility, geopolitical, pandemic or other such events.

 

A number of these risks also apply where there is a reliance on third party suppliers to provide services to the Group or its customers.

 

MEASUREMENT

 

Operational risk is managed within a Board approved framework and risk appetite. A variety of measures are used such as: scoring of potential risks, using impact and likelihood, with impact thresholds aligned to risk appetite statements; assessment of the effectiveness of controls; monitoring of events and losses by size, business unit and internal risk categories.

 

Table 1.40 below shows high level loss and event trends for the Group using Basel II categories. Based on data captured on the Group’s Operational Risk System, in 2016, the highest frequency of events occurred in external fraud (61.58 per cent) and execution, delivery and process management (24.80 per cent). Clients, products and business practices accounted for 77.62 per cent of losses by value, driven by legacy issues where impacts materialised in 2016 (excluding PPI).

 

Table 1.40: Operational risk events by risk category (losses greater than or equal to £10,000), excluding PPI

 

   % of total volume   % of total losses 
             
   2016   2015   2016   2015 
Business disruption and system failures   1.01    0.40    0.55    0.13 
Clients, products and business practices   11.31    11.46    77.62    83.43 
Damage to physical assets   1.05    0.06    0.27    0.04 
Employee practices and workplace safety   0.04    0.03    –    – 
Execution, delivery and process management   24.80    15.81    19.23    11.08 
External fraud   61.58    71.96    2.31    5.27 
Internal fraud   0.21    0.28    0.02    0.05 
Total   100.00    100.00    100.00    100.00 

 

Operational risk scenario assessments and actual losses are used by the Group to calculate the appropriate holding of operational risk regulatory capital under the Internal Capital Adequacy Assessment Process (ICAAP). The Group calculates its minimum (Pillar I) operational risk capital requirements using The Standardised Approach (TSA), which the Basel Committee has stated as being appropriate for an ‘internationally active’ bank.

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MITIGATION

 

The Group continues to review and invest in its control environment to ensure it addresses the inherent risks faced. Risks are reported and discussed at local governance forums and escalated to executive management and Board as appropriate. This ensures the correct level of visibility and engagement. The Group employs a range of risk management strategies, including: avoidance, mitigation, transfer (which would also include insurance) and acceptance. Where there is a reliance on third party suppliers to provide services, the Group’s Sourcing Policy ensures that outsourcing initiatives follow a defined sourcing process including due diligence and risk evaluation. Contingency plans are maintained for a range of potential scenarios, with regular disaster recovery and scenario testing scheduled to test and challenge the readiness of the Group to respond in the event of an incident.

 

– The Group continues to mature its approach to operational resilience by enhancing the resilience of systems that support the Group’s critical business processes through the IT Resilience programme, with independent verification of progress on an annual basis. The Board recognises the role that resilient technology plays in achieving the Group’s strategy of becoming the best bank for customers and in maintaining banking services across the wider industry. As such, the Board dedicates considerable time and focus to this subject at both the Board and the Board Risk Committee, and continues to sponsor key investment programmes that enhance its resilience.
   
– The threat landscape associated with cyber risk continues to evolve and regulatory attention continues. The Board has defined a Cyber Risk Appetite and is supporting initiatives to protect the Group against malicious cyber-attacks. The Group continues to invest in enhanced protection of customer information, including limiting access to key systems and enhancing the security, durability and accessibility of critical information.
   
– The Group adopts a risk based approach to mitigate the internal and external fraud risks it faces, reflecting the current and emerging fraud risks within the market. Fraud Risk Appetite metrics have been defined, holistically covering the impacts of fraud in term of losses to the Group, costs of fraud systems and operations, and customer experience of actual and attempted fraud. Oversight of the appropriateness and performance of these metrics is undertaken regularly through business area and Group-level committees. This approach drives a continual programme of prioritised enhancements to the Group’s technology, process and people related controls, with an emphasis on preventative controls supported by real time detective controls wherever feasible. Group-wide policies and operational control frameworks are maintained and designed to provide customer confidence, protect the Group’s commercial interests and reputation, comply with legal requirements and meet regulatory expectations. The Group’s fraud awareness programme remains a key component of its fraud control environment, and awareness of fraud risk is supported by mandatory training for all colleagues.
   
– The Group has adopted policies and procedures designed to detect and prevent the use of its banking network for money laundering, terrorist financing, bribery and activities prohibited by legal and regulatory sanctions. The Group regularly reviews and assesses these policies to keep them current, effective and consistent across markets and jurisdictions, against a background of increasingly complex and detailed laws and regulations. The Group requires mandatory training on these topics for all employees. Specifically, the anti-money laundering procedures include ‘know-your-customer’ requirements, transaction monitoring technologies and reporting of suspicions of money laundering or terrorist financing to the applicable regulatory authorities and the Anti-Bribery Policy prohibits the payment, offer, acceptance or request of a bribe, including ‘facilitation payments’ by any employee or agent and provides a confidential reporting service for anonymous reporting for suspected or actual bribery activity. The Sanctions and Related Prohibitions Policy sets out a framework of controls for compliance with legal and regulatory sanctions.
   
– The Group remediates issues that are identified in its customer processes, addressing root cause and rectifying customers as required. Enhancing the overall servicing environment remains a focus of dedicated Group programmes such as Customer Journey Transformation.
   
– Following the successful divestment of TSB the Group retains responsibility for the ongoing provision of key services which are managed via robust service and change management processes. There are separate governance arrangements and additional controls in place to ensure contractual commitments are met.
   
– Operational resilience measures and recovery planning defined in the Group’s Resilience & Continuity (including Incident Management) policy ensure an appropriate and consistent approach to the management of continuity risks, including potential interruptions from a range of internal and external incidents or threats including environmental and climatic issues, terrorism, cyber, economic instability, pandemic planning and operational incidents.

 

MONITORING

 

Monitoring and reporting is undertaken at Board, Group and business area committees, in accordance with delegated limits of authority which are regularly reviewed and refreshed. Business unit risk exposure is aggregated and discussed at oversight committees, and matters are escalated to the Chief Risk Officer, or higher committees, if appropriate. A combination of: regular management information and reporting from business areas, oversight and challenge from Risk Division, Group Audit and other assurance activities ensures that key risks are regularly presented and debated by executive management.

 

The Group maintains a formal approach to operational risk event escalation, whereby material events are identified, captured and escalated. Root causes of events are determined, where possible and action plans put in place to ensure an optimum level of control to keep customers and the business safe, reduce costs, and improve efficiency.

 

The insurance programme is monitored and reviewed regularly, with recommendations being made to the Group’s senior management annually prior to each renewal. Insurers are monitored on an ongoing basis, to ensure counterparty risk is minimised. A process is in place to manage any insurer rating changes or insolvencies.

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FUNDING AND LIQUIDITY RISK

 

DEFINITION

 

Funding risk is defined as the risk that the Group does not have sufficiently stable and diverse sources of funding or the funding structure is inefficient. Liquidity risk is defined as the risk that the Group has insufficient financial resources to meet its commitments as they fall due, or can only secure them at excessive cost.

 

EXPOSURE

 

Liquidity exposure represents the amount of potential stressed outflows in any future period less expected inflows. Liquidity is considered from both an internal and a regulatory perspective.

 

MEASUREMENT

 

Liquidity risk is managed through a series of measures, tests and reports that are primarily based on contractual maturity. Note 52 on page F-87 sets out an analysis of assets and liabilities by relevant maturity grouping. In order to reflect more accurately the expected behaviour of the Group’s assets and liabilities, measurement and modelling of the behavioural aspects of each is constructed. Divisional teams form a view of customer behaviour based on quantitative and qualitative analysis.

 

MITIGATION

 

The Group manages the liquidity profile of the balance sheet through short term liquidity management and over the life of the funding plan, combining business as usual and stressed conditions. Longer term funding, defined as having an original maturity of more than one year, is used to manage the Group’s strategic liquidity profile, determined by the Group’s balance sheet structure.

 

The Group’s funding and liquidity position is underpinned by its significant customer deposit base, and is supported by strong relationships with corporate customers and certain wholesale market segments. A substantial proportion of the retail deposit base is made up of customers’ current and savings accounts which, although mostly repayable on demand, have traditionally in aggregate provided a stable source of funding. Funding concentration by counterparty and currency is monitored on an ongoing basis. Where concentrations do exist (for example, maturity profile), these are limited by the internal risk appetite and considered manageable. The ability to deploy assets quickly, either through the repo market or through outright sale, is also an important source of liquidity for the Group’s Banking businesses.

 

To assist in managing the balance sheet the Group operates a Liquidity Transfer Pricing (LTP) process which: allocates relevant interest expenses from the centre to the Group’s Banking businesses within the internal management accounts in a manner consistent with the Group Funding and Liquidity Policy; helps drive the correct inputs to customer pricing and supports the overall Group balance sheet strategy; and is consistent with regulatory requirements. LTP makes extensive use of behavioural maturity profiles, taking account of expected customer loan prepayments and stability of customer deposits, modelled on data gathered over several years.

 

Liquidity risk within the Insurance business may result from: the inability to sell financial assets quickly at their fair values; an insurance liability falling due for payment earlier than expected; the inability to generate cash inflows as anticipated; an unexpected large operational event; or from a general insurance catastrophe e.g. a significant weather event. Following the implementation of Solvency II, the annuity portfolio is ring-fenced and assets held to match annuity liability cashflows are excluded from shareholder liquidity. In the event a liquidity shortfall arises on the annuity portfolio, shareholder liquidity will be required to support this. As a result, the shareholder’s exposure to liquidity risk is through Insurance’s non-annuity and surplus assets, any shortfall arising in the annuity portfolio and the investment portfolios within the general insurance business. Liquidity risk is actively managed and monitored within the Insurance business to ensure that, even under stress conditions, there is sufficient liquidity to meet obligations and remain within approved risk appetite.

 

MONITORING

 

Liquidity is actively monitored at Group level. Daily monitoring and control processes are in place to address internal and regulatory liquidity requirements. Liquidity policies and procedures are subject to independent internal oversight by Risk.

 

The Group carries out stress testing of its liquidity and potential cash flow mismatch position over both short (up to one month) and longer term (up to three months) horizons against a range of scenarios. The scenarios and the assumptions are reviewed at least annually to gain assurance that they continue to be relevant to the nature of the business. For further information on the Group’s 2016 liquidity stress testing results refer to page 98. The Group funding plan is also stressed against a range of macroeconomic scenarios. Regulatory metrics are calculated and monitored over the life the plan under base and stress conditions.

 

The Group maintains a Contingency Funding Plan which is designed to identify emerging liquidity concerns at an early stage, so that mitigating actions can be taken to avoid a more serious crisis developing. Contingency Funding Plan invocation and escalation processes are based on analysis of five major quantitative and qualitative components, comprising assessment of: early warning indicators, prudential and regulatory liquidity risk limits and triggers, stress testing results, event and systemic indicators and market intelligence.

 

FUNDING AND LIQUIDITY MANAGEMENT IN 2016

 

During 2016 the Group has maintained its strong funding and liquidity position, with a loan to deposit ratio of 108.9 per cent.

 

Total funded assets reduced by £5.8 billion to £465.4 billion during 2016. Loans and advances to customers, excluding reverse repos, reduced by £5.5 billion. Growth in Consumer Finance was strong at 11 per cent and SME lending growth was 3 per cent, both outperforming the market. This was offset by a reduction in mortgage balances as the Group continues to balance risk and margin considerations versus volumes in a competitive low growth market. Total customer deposits fell by £5.3 billion to £413.0 billion at 31 December 2016, largely due to lower Retail and Consumer Finance tactical balances.

 

Wholesale funding has decreased by £9.1 billion to £110.8 billion as excess liquidity is managed down; the amount with a residual maturity less than one year fell to £35.1 billion (£37.9 billion at 31 December 2015). The Group’s term funding ratio (wholesale funding with a remaining life of over one year as a percentage of total wholesale funding) is unchanged at 68 per cent. During 2016 the Group’s term issuance costs have remained broadly in line with other post-crisis years and significantly lower than levels seen during the economic downturn. The Group’s overall cost of wholesale funding has reduced

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as more expensive funding raised in previous years mature. The Group’s market capacity for term funding is considered across the planning horizon as part of the funding plan and the Group expects term funding requirements to remain stable.

 

The credit ratings on Lloyds Bank were unchanged over 2016, and the median credit rating among the three major credit rating agencies remains ‘A+’. Following the EU referendum in June, both S&P and Moody’s revised their outlooks on Lloyds Bank, among other UK banks, in order to reflect increased macroeconomic uncertainty. S&P revised the outlook on Lloyds Bank’s ‘A’ rating to ‘Negative’ from ’Stable’ whilst Moody’s revised the outlook on Lloyds Bank’s ‘A1’ rating to ‘Stable’ from ‘Positive’. Moody’s also revised their outlook on the UK banking system to ‘Negative’ from ‘Stable’. Fitch’s outlook on Lloyds Bank’s ‘A+’ rating remained ’Stable’ as Fitch expect the economic effects of the referendum to be manageable. The effects of a potential downgrade from all three credit rating agencies are included in Group liquidity stress testing.

 

The LCR became the Pillar 1 standard for liquidity in the UK in October 2015. The Group comfortably meets the requirements. Liquid asset holdings have fallen during the second half of 2016 as excess liquidity held during the EU Referendum is managed down. The Group continues to monitor the Net Stable Funding Ratio (NSFR) requirements and expects to meet them once confirmed by the PRA.

 

Table 1.41: Group funding position

 

   At 31 Dec   At 31 Dec     
   2016   2015   Change 
   £bn   £bn   % 
Funding requirement               
Loans and advances to customers1   449.7    455.2    (1)
Loans and advances to banks2   5.1    3.4    50 
Debt securities   3.4    4.2    (19)
Reverse repurchase agreements   0.5    1.0    (50)
Available-for-sale financial assets – non-LCR eligible3   1.9    2.7    (30)
Cash and balances at central bank – non LCR eligible4   4.8    4.7    2 
Funded assets   465.4    471.2    (1)
Other assets5   249.9    234.2    7 
    715.3    705.4    1 
On balance sheet LCR eligible liquidity assets               
Reverse repurchase agreements   8.7    –      
Cash and balances at central banks4   42.7    53.7    (20)
Available-for-sale financial assets6   54.6    30.3    80 
Held-to-maturity financial assets6   –    19.8      
Trading and fair value through profit and loss   1.8    3.0    (40)
Repurchase agreements   (5.3)   (5.5)   (4)
    102.5    101.3    1 
Total Group assets   817.8    806.7    1 
Less: other liabilities5   (245.5)   (221.5)   11 
Funding requirement   572.3    585.2    (2)
Funded by               
Customer deposits7   413.0    418.3    (1)
Wholesale funding8   110.8    119.9    (8)
    523.8    538.2    (3)
Repurchase agreements   –    –      
Total equity   48.5    47.0    4 
Total funding   572.3    585.2    (2)

 

1Excludes £8.3 billion (31 December 2015: £nil) of reverse repurchase agreements.
  
2Excludes £20.9 billion (31 December 2015: £20.8 billion) of loans and advances to banks within the Insurance business and £0.9 billion (31 December 2015: £0.9 billion) of reverse repurchase agreements.
  
3Non-LCR eligible liquid assets comprise a diversified pool of highly rated unencumbered collateral (including retained issuance).
  
4Cash and balances at central banks are combined in the Group’s balance sheet.
  
5Other assets and other liabilities primarily include balances in the Group’s Insurance business and the fair value of derivative assets and liabilities.
  
6The Group reclassified gilts held within the liquidity portfolio as ‘available-for-sale’ (previously been classified as ‘held-to-maturity’) during the third quarter of 2016 as the Group has decided it is no longer appropriate to commit to holding any gilts to maturity.
  
7Excludes £2.5 billion (31 December 2015: £nil) of repurchase agreements.
  
8The Group’s definition of wholesale funding aligns with that used by other international market participants; including interbank deposits, debt securities in issue and subordinated liabilities.
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Table 1.42: Reconciliation of Group funding to the balance sheet (audited)

 

   At 31 December 2016   At 31 December 2015
                       Repos         
       Repos and   Fair value           and cash   Fair value     
   Included in   cash collateral   and other       Included in   collateral   and other     
   funding   received by   accounting       funding   received by   accounting   Balance 
   analysis   Insurance   methods   Balance sheet   analysis   Insurance   methods   sheet 
   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn 
Deposits from banks   8.1    8.0    0.3    16.4    8.5    8.4    –    16.9 
Debt securities in issue   83.0    –    (6.7)   76.3    88.1    –    (6.0)   82.1 
Subordinated liabilities   19.7    –    0.1    19.8    23.3    –    –    23.3 
Total wholesale funding   110.8    8.0              119.9    8.4           
Customer deposits   413.0    2.5    –    415.5    418.3    –    –    418.3 
Total   523.8    10.5              538.2    8.4           

 

Table 1.43: Analysis of 2016 total wholesale funding by residual maturity

 

       One to           Nine               Total at   Total at 
   Less than   three   Three to six   Six to nine   months to   One to two   Two to five   More than   31 Dec   31 Dec 
   one month   months   months   months   one year   years   years   five years   2016   2015 
   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn 
Deposit from banks   6.1    1.0    0.5    0.4    –    0.1    –    –    8.1    8.5 
Debt securities in issue:                                                  
Certificates of deposit   0.4    2.1    3.0    1.7    0.3    –    –    –    7.5    10.6 
Commercial paper   2.0    0.8    –    0.4    –    –    –    –    3.2    6.6 
Medium-term notes1   –    1.5    2.7    1.4    0.3    5.1    12.3    13.6    36.9    37.6 
Covered bonds   2.1    2.8    1.1    –    –    2.2    10.7    10.2    29.1    25.8 
Securitisation   0.6    1.0    0.4    0.7    0.8    0.7    1.8    0.3    6.3    7.5 
    5.1    8.2    7.2    4.2    1.4    8.0    24.8    24.1    83.0    88.1 
Subordinated liabilities   –    0.5    0.1    0.4    –    2.4    3.7    12.6    19.7    23.3 
Total wholesale funding2   11.2    9.7    7.8    5.0    1.4    10.5    28.5    36.7    110.8    119.9 
Of which issued by Lloyds Banking Group plc3   –    –    –    –    –    –    1.7    5.7    7.4    3.4 

 

1Medium-term notes include funding from the National Loan Guarantee Scheme (31 December 2016: £1.4 billion; 31 December 2015: £1.4 billion).
  
2The Group’s definition of wholesale funding aligns with that used by other international market participants; including interbank deposits, debt securities in issue and subordinated liabilities.
  
3Consists of medium-term notes (£2.5 billion) and subordinated liabilities (£4.9 billion).

 

Table 1.44: Total wholesale funding by currency (audited)

 

               Other     
   Sterling   US Dollar   Euro   currencies   Total 
   £bn   £bn   £bn   £bn   £bn 
At 31 December 2016   30.6    33.0    41.4    5.8    110.8 
At 31 December 2015   34.9    37.6    41.3    6.1    119.9 

 

Table 1.45: Analysis of 2016 term issuance (audited)

 

               Other     
   Sterling   US Dollar   Euro   currencies   Total 
   £bn   £bn   £bn   £bn   £bn 
Securitisation   0.3    0.4    –    –    0.7 
Medium-term notes   –    1.5    1.2    0.4    3.1 
Covered bonds   1.2    –    2.4    –    3.6 
Private placements1   0.1    1.0    0.8    –    1.9 
Subordinated liabilities   –    1.1    –    –    1.1 
Total issuance   1.6    4.0    4.4    0.4    10.4 
Of which issued by Lloyds Banking Group plc2   –    3.8    1.2    0.4    5.4 

 

1Private placements include structured bonds and term repurchase agreements (repos).
  
2Consists of medium-term notes (£2.5 billion) and subordinated liabilities (£3.0 billion).

 

Gross term issuance for 2016 totalled £10.4 billion. The Group maintained a diversified approach to funding markets with trades in public and private format, secured and unsecured products and a wide range of currencies and markets. In 2016, the Group drew down £1.0 billion under the Funding for Lending Scheme (FLS), taking peak usage to £33.1 billion, with £3.0 billion of maturities during the year. A further £4.5 billion was drawn under the Bank of England’s Term Funding Scheme (TFS), underlining the Group’s support to the UK economy. The maturities for the FLS and TFS are fully factored into the Group’s funding plan.

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LIQUIDITY PORTFOLIO

 

At 31 December 2016, the Banking business had £120.8 billion of highly liquid unencumbered LCR eligible assets, of which £120.3 billion is LCR level 1 eligible and £0.5 billion is LCR level 2 eligible. These assets are available to meet cash and collateral outflows and PRA regulatory requirements. A separate liquidity portfolio to mitigate any insurance liquidity risk is managed within the Insurance business. LCR eligible liquid assets represent over 8 times the Group’s money market funding less than one year maturity (excluding derivative collateral margins and settlement accounts) and exceed total wholesale funding, and thus provides a substantial buffer in the event of continued market dislocation.

 

Table 1.46: LCR eligible assets

   At 31 Dec   At 31 Dec       Average   Average1
   2016   2015   Change   2016   2015 
   £bn   £bn   %   £bn   £bn 
Level 1                         
Cash and central bank reserves   42.7    53.7    (20)   53.7    57.2 
High quality government/MDB/agency bonds2   75.3    65.8    14    72.4    63.0 
High quality covered bonds   2.3    3.4    (32)   2.4    3.3 
Total   120.3    122.9    (2)   128.5    123.5 
Level 23   0.5    0.5    –    0.5    0.7 
Total LCR eligible assets   120.8    123.4    (2)   129.0    124.2 

 

1Average for 2015 includes fourth quarter 2015 only.
  
2Designated multilateral development bank (MDB).
  
3Includes Level 2A and Level 2B.

 

Table 1.47: LCR eligible assets by currency

               Other     
   Sterling   US Dollar   Euro   currencies   Total 
   £bn   £bn   £bn   £bn   £bn 
At 31 December 2016                         
Level 1   96.0    12.5    11.8    –    120.3 
Level 2   0.2    0.3    –    –    0.5 
Total   96.2    12.8    11.8    –    120.8 
At 31 December 2015                         
Level 1   90.9    15.8    16.2    –    122.9 
Level 2   0.1    –    0.4    –    0.5 
Total   91.0    15.8    16.6    –    123.4 

 

The Banking business also had £113.8 billion of secondary, non-LCR eligible liquidity, the vast majority of which is eligible for use in a range of central bank or similar facilities and the Group routinely makes use of as part of its normal liquidity management practices. Future use of such facilities will be based on prudent liquidity management and economic considerations, having regard for external market conditions.

 

The Group considers diversification across geography, currency, markets and tenor when assessing appropriate holdings of liquid assets. This liquidity is managed as a single pool in the centre and is under the control of the function charged with managing the liquidity of the Group. It is available for deployment at immediate notice, subject to complying with regulatory requirements.

 

STRESS TESTING RESULTS

 

Internal stress testing results at 31 December 2016 showed that the Banking business had liquidity resources representing 167.0 per cent of modelled outflows from all wholesale funding sources, retail and corporate deposits, intraday requirements and rating dependent contracts under the Group’s most severe liquidity stress scenario.

 

A hypothetical idiosyncratic two notch downgrade of the Group’s current long-term debt rating and accompanying short-term downgrade implemented instantaneously by all major rating agencies, could result in a contractual outflow of £3.1 billion of cash over a period of up to one year, £1.8 billion of collateral posting related to customer financial contracts and £9.0 billion of collateral posting associated with secured funding.

 

ENCUMBERED ASSETS

 

This disclosure provides further detail on the availability of assets that could be used to support potential future funding requirements of the Group. The disclosure is not designed to identify assets that would be available in the event of a resolution or bankruptcy.

 

The Group’s analysis separately identifies those assets held at central banks; assets not held at central banks are classified as either encumbered or unencumbered.

 

The Board and GALCO monitor and manage total balance sheet encumbrance via a number of risk appetite metrics. At 31 December 2016, the Group had £83.5 billion (31 December 2015: £77.4 billion) of externally encumbered on balance sheet assets with counterparties other than central banks. The increase in encumbered assets was driven by an increase in the use of on balance sheet available-for-sale financial assets for repo activity. The Group also had £580.9 billion (31 December 2015: £573.7 billion) of unencumbered on balance sheet assets, and £153.5 billion (31 December 2015: £155.6 billion) of pre-positioned and encumbered assets held with central banks. Primarily the Group encumbers mortgages, unsecured lending and credit card receivables through the issuance programmes and tradable securities through securities financing activity. The Group mainly positions mortgage assets at central banks.

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Table 1.48: On balance sheet encumbered and unencumbered assets

 

   Encumbered with counterparties other   Pre-   Unencumbered assets not pre-positioned     
   than central banks   positioned   with central banks     
                   and                     
                   encumbered                     
                   assets                     
                   held with       Other             
       Covered           central   Readily   realisable   Cannot         
   Securitisations   bond   Other   Total   banks   realisable   assets   be used1   Total   Total 
   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 
At 31 December 2016                                                  
Cash and balances at central banks   –    –    –    –    –    42,998    –    4,454    47,452    47,452 
Trading and other financial assets at fair value through profit or loss   –    –    4,806    4,806    –    9,175    22    137,171    146,368    151,174 
Derivative financial instruments   –    –    –    –    –    –    –    36,138    36,138    36,138 
Loans and receivables:                                                  
Loans and advances to banks   –    –    32    32    –    528    1,825    24,517    26,870    26,902 
Loans and advances to customers   14,542    30,883    7,305    52,730    153,482    7,032    152,997    91,717    251,746    457,958 
Debt securities   –    –    904    904    –    2,344    5    144    2,493    3,397 
    14,542    30,883    8,241    53,666    153,482    9,904    154,827    116,378    281,109    488,257 
Available-for-sale financial assets   154    –    24,824    24,978    –    31,017    31    498    31,546    56,524 
Held-to-maturity investments   –    –    –    –    –    –    –    –    –    – 
Other2   –    –    –    –    –    34    1,737    36,477    38,248    38,248 
Total assets   14,696    30,883    37,871    83,450    153,482    93,128    156,617    331,116    580,861    817,793 
At 31 December 2015                                                  
Cash and balances at central banks   –    –    –    –    –    56,323    –    2,094    58,417    58,417 
Trading and other financial assets at fair value through profit or loss   –    –    6,922    6,922    –    7,459    17    126,138    133,614    140,536 
Derivative financial instruments   –    –    –    –    –    –    –    29,467    29,467    29,467 
Loans and receivables:                                                  
Loans and advances to banks   –    –    37    37    –    431    910    23,739    25,080    25,117 
Loans and advances to customers   13,668    32,641    7,418    53,727    150,086    7,678    159,510    84,174    251,362    455,175 
Debt securities   –    –    855    855    –    3,150    62    124    3,336    4,191 
    13,668    32,641    8,310    54,619    150,086    11,259    160,482    108,037    279,778    484,483 
Available-for-sale financial assets   –    –    15,810    15,810    5,548    11,048    31    595    11,674    33,032 
Held-to-maturity investments   –    –    –    –    –    19,808    –    –    19,808    19,808 
Other2   –    –    –    –    –    10    2,716    38,219    40,945    40,945 
Total assets   13,668    32,641    31,042    77,351    155,634    105,907    163,246    304,550    573,703    806,688 

 

1The following assets are classified as unencumbered – cannot be used: assets held within the Group’s Insurance businesses which are generally held to either back liabilities to policyholders or to support the solvency of the Insurance subsidiaries; assets held within consolidated limited liability partnerships which provide security for the Group’s obligations to its pension schemes; assets pledged to facilitate the use of intra-day payment and settlement systems; and reverse repos and derivatives balance sheet ledger items.
  
2Other comprises: items in the course of collection from banks, investment properties, goodwill, value in-force business, other tangible assets, tangible fixed assets, current tax recoverable, deferred tax assets, retirement benefit assets and other assets.

 

The above table sets out the carrying value of the Group’s encumbered and unencumbered assets, separately identifying those that are available to support the Group’s funding needs. The table does not include collateral received by the Group (i.e. from reverse repos) that is not recognised on its balance sheet, the vast majority of which the Group is permitted to repledge.

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CONTRACTUAL CASH OBLIGATIONS

 

The following table sets out the amounts and maturities of Lloyds Banking Group’s contractual cash obligations at 31 December 2016.

 

   Within   One to three   Three to   Over five     
   one year   years   five years   years   Total 
   £m   £m   £m   £m   £m 
Long-term debt – dated   761    2,195    3,446    7,832    14,234 
Debt securities in issue   25,708    14,914    18,655    26,460    85,737 
Finance leases   8    3    –    12    23 
Operating leases   264    453    402    944    2,063 
Capital commitments   543    –    –    –    543 
Other purchase obligations   1,221    1,899    912    557    4,589 
    28,505    19,464    23,415    35,805    107,189 

 

Other purchase obligations include amounts expected to be payable in respect of material contracts entered into by the Lloyds Banking Group, in the ordinary course of business, for the provision of outsourced and other services. The cost of these services will be charged to the income statement as it is incurred. The Lloyds Banking Group also has a constructive obligation to ensure that its defined post-retirement benefit schemes remain adequately funded. The amount and timing of the Lloyds Banking Group’s cash contributions to these schemes is uncertain and will be affected by factors such as future investment returns and demographic changes. Lloyds Banking Group expects to make cash contributions of at least £575 million to these schemes in 2017.

 

At 31 December 2016, Lloyds Banking Group also had £5,597 million of preference shares, preferred securities and undated subordinated liabilities outstanding.

 

At 31 December 2016, the principal sources of potential liquidity for Lloyds Banking Group plc were dividends received from its directly owned subsidiary company, Lloyds Bank, and loans from this and other Lloyds Banking Group companies. The ability of Lloyds Bank to pay dividends going forward, or for Lloyds Bank or other Lloyds Banking Group companies to make loans to Lloyds Banking Group plc, depends on a number of factors, including their own regulatory capital requirements, distributable reserves and financial performance.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

A table setting out the amounts and maturities of Lloyds Banking Group’s other commercial commitments at 31 December 2016 is included in note 52 to the financial statements. These commitments are not included in Lloyds Banking Group’s consolidated balance sheet.

 

Lending commitments are agreements to lend to customers in accordance with contractual provisions; these are either for a specified period or, as in the case of credit cards and overdrafts, represent a revolving credit facility which can be drawn down at any time, provided that the agreement has not been terminated. The total amounts of unused commitments do not necessarily represent future cash requirements, in that commitments often expire without being drawn upon.

 

Lloyds Banking Group’s financial guarantee contracts are accounted for as financial instruments and measured at fair value on the balance sheet. The contractual nominal amounts of these guarantees totalled £6,883 million at 31 December 2016 (with £3,815 million expiring within one year; £667 million between one and three years; £1,334 million between three and five years; and £1,067 million over five years).

 

Lloyds Banking Group’s banking businesses are also exposed to liquidity risk through the provision of securitisation facilities to certain corporate customers. At 31 December 2016, Lloyds Banking Group offered securitisation facilities to its corporate and financial institution client base through its conduit securitisation vehicles, Argento, Cancara and Grampian. These are funded in the global asset-backed commercial paper market. The assets and obligations of these conduits are included in Lloyds Banking Group’s consolidated balance sheet. Lloyds Banking Group provides short-term asset-backed commercial paper liquidity support facilities on commercial terms to the issuers of the commercial paper, for use in the event of a market disturbance should they be unable to roll over maturing commercial paper or obtain alternative sources of funding.

 

Details of securitisations and other special purpose entity arrangements entered into by the Group are provided in notes 19 and 20 to the financial statements. The successful development of Lloyds Banking Group’s ability to securitise its own assets has provided a mechanism to tap a well established market, thereby diversifying Lloyds Banking Group’s funding base.

 

Within Lloyds Banking Group’s insurance businesses, the principal sources of liquidity are premiums received from policyholders, charges levied upon policyholders, investment income and the proceeds from the sale and maturity of investments. The investment policies followed by Lloyds Banking Group’s life assurance companies take account of anticipated cash flow requirements including by matching the cash inflows with projected liabilities where appropriate. Cash deposits and highly liquid government securities are available to provide liquidity to cover any higher than expected cash outflows.

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CAPITAL RISK

 

DEFINITION

 

Capital risk is defined as the risk that the Group has a sub-optimal quantity or quality of capital or that capital is inefficiently deployed across the Group.

 

EXPOSURES

 

A capital risk exposure arises when the Group has insufficient capital resources to support its strategic objectives and plans, and to meet external stakeholder requirements and expectations. This could arise due to a depletion of the Group’s capital resources as a result of the crystallisation of any of the risks to which it is exposed. Alternatively a shortage of capital could arise from an increase in the amount of capital that is needed to be held. The Group’s capital management approach is focused on maintaining sufficient capital resources to prevent such exposures while optimising value for shareholders.

 

MEASUREMENT

 

The Group measures the amount of capital it holds using the regulatory framework defined by the Capital Requirements Directive and Regulation (CRD IV) as implemented in the UK by the Prudential Regulation Authority (PRA). Full details of the Group’s regulatory capital and leverage frameworks will be provided in the Group’s Pillar 3 Report.

 

The minimum amount of total capital, under Pillar 1 of the regulatory framework, is determined as 8 per cent of aggregate risk-weighted assets. At least 4.5 per cent of risk-weighted assets are required to be covered by common equity tier 1 (CET1) capital and at least 6 per cent of risk-weighted assets are required to be covered by tier 1 capital. These minimum Pillar 1 requirements are supplemented by additional minimum requirements under Pillar 2 of the regulatory framework and a number of regulatory capital buffers as described below.

 

Additional minimum requirements are set by the PRA by the issuance of bank specific Individual Capital Guidance (ICG). This reflects a point in time estimate by the PRA, which may change over time, of the minimum amount of capital that is needed by the bank. It includes the assessment of risks that are not fully covered by Pillar 1, such as credit concentration and operational risk, and those risks not covered at all by Pillar 1, such as pensions and interest rate risk in the banking book (IRRBB).

 

The Group is also required to maintain a number of regulatory capital buffers, which are required to be met with CET1 capital.

 

Systemic buffers are designed to hold systemically important banks to higher capital standards, so that they can withstand a greater level of stress before requiring resolution.

 

There are three systemic buffers in the Capital Requirements Directive:

 

–The G-SII buffer is applied to global systemically important institutions. The Group has not been classified as a G-SII.
  
–The O-SII buffer may be applied to other systemically important institutions. The Group has been classified as an O-SII by the PRA, but the O-SII buffer is set to zero in the UK.
  
–The Systemic Risk Buffer (SRB) will be applied to ring-fenced banks from 1 January 2019. In July 2016 the FPC published their methodology for quantifying the buffer for each ring-fenced bank and in December 2016 the PRA published their statement of policy on their approach for implementing the SRB. The size of buffer applied to the Group’s ring-fenced bank (RFB) sub-group in 2019 will be dependent upon the total assets of the sub-group. The largest buffer the FPC anticipates applying to any ring-fenced bank is 2.5 per cent.

 

Although the SRB will apply at a sub consolidated level within the Group’s structure, the PRA have indicated that they will include in the PRA Buffer that applies to the Group an amount equivalent to the RFB’s Systemic Risk Buffer. The amount included in the PRA Buffer is expected to be lower as a percentage of Group RWAs reflecting the assets of the Group that will not be held in the RFB sub-group and for which the SRB will not apply to.

 

The capital conservation buffer (CCB) is a standard buffer of 2.5 per cent of risk-weighted assets designed to provide for losses in the event of stress and is being phased in over the period from 1 January 2016 to 1 January 2019. During 2016 it was 0.625 per cent and during 2017 it is 1.25 per cent.

 

The countercyclical capital buffer (CCYB) is time-varying and is designed to require banks to hold additional capital to remove or reduce the build-up of systemic risk in times of credit boom, providing additional loss absorbing capacity and acting as an incentive for banks to constrain further credit growth. The amount of the buffer is determined by reference to buffer rates set by the FPC for the individual countries where the Group has relevant credit risk exposures. The buffer is currently set at zero for the UK, however non-zero rates for Norway, Sweden and Hong Kong were in place at 31 December 2016. Given that the Group has minimal exposures to these jurisdictions, the overall requirement is negligible. The UK CCYB rate was set to increase from 0 per cent to 0.5 per cent of risk-weighted assets on 29 March 2017, at which time the overlapping aspects of Pillar 2 supervisory capital buffers would be removed or reduced. However, following the EU referendum, on 5 July 2016 the FPC announced in their Financial Stability Report that the planned 0.5 per cent UK CCYB would not be implemented in March 2017 and the zero per cent rate was expected to remain until at least June 2017. The FPC also recommended that where existing Pillar 2 supervisory buffers reflect risks that would be captured by a UK CCYB rate, the PRA should reduce those buffers by an amount of capital which is equivalent to the effect of a UK CCYB rate of 0.5 per cent. The FPC has also indicated that it expects to review the UK CCYB and to set a rate in the region of 1 per cent of risk-weighted assets when risks are judged to be neither subdued nor elevated, but the rate can be set in excess of this level. Any increase in CCYB would take effect 1 year after it is set.

 

The FPC can also set sectoral capital requirements which are temporary increases to banks’ capital requirements on exposures to specific sectors, if the FPC judges that exuberant lending to those sectors poses risks to financial stability. No sectoral capital requirements currently apply to the Group.

 

As part of the capital planning process, forecast capital positions are subjected to extensive stress analyses to determine the adequacy of the Group’s capital resources against the minimum requirements, including ICG. The PRA uses the outputs from some of these stress analyses as one of the inputs that inform the setting of a bank-specific capital buffer for the Group, known as the PRA Buffer. The PRA Buffer also takes into account the CCB, CCYB and any sectoral capital requirements that already apply to the Group. The PRA requires the PRA Buffer to remain confidential between the Group and the PRA.

 

All buffers are required to be met with CET1 capital. A breach of the PRA buffer would trigger a dialogue between the Group and the PRA to agree what action is required whereas a breach of the CRD IV combined buffer (all regulatory buffers excluding the PRA buffer) would give rise to automatic constraints upon any discretionary capital distributions by the Group.

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In addition to the risk-based capital framework outlined above, the Group is also subject to minimum capital requirements under the UK’s Leverage Ratio Framework. The leverage ratio is calculated by dividing fully loaded tier 1 capital resources by a defined measure of on balance sheet assets and off balance sheet items.

 

The minimum leverage ratio in the UK is 3 per cent, in line with current Basel requirements. In addition the UK framework requires two buffers to be maintained: an Additional Leverage Ratio Buffer (ALRB), which is calculated as 35 per cent of the Systemic Risk Buffer (applicable from 2019) and a time-varying Countercyclical Leverage Buffer (CCLB) which is calculated as 35 per cent of the countercyclical capital buffer rate (currently set at 0 per cent). At least 75 per cent of the minimum 3 per cent requirement and the entirety of any buffers that may apply must be met by CET1 capital.

 

The leverage ratio framework does not currently give rise to higher capital requirements for the Group than the risk-based capital framework.

 

MITIGATION

 

The Group has a capital management framework including policies and procedures that are designed to ensure that it operates within its risk appetite, uses its capital resources efficiently and continues to comply with regulatory requirements.

 

The Group is able to accumulate additional capital through the retention of profits over time, which can be enhanced through cutting costs and reducing or cancelling dividend payments, by raising new equity via, for example, a rights issue or debt exchange and by raising additional tier 1 or tier 2 capital through issuing tier 1 instruments or subordinated liabilities. The cost and availability of additional capital is dependent upon market conditions and perceptions at the time. The Group is also able to manage the demand for capital through management actions including adjusting its lending strategy, risk hedging strategies and through business disposals.

 

Additional measures to manage the Group’s capital position include seeking to optimise the generation of capital demand within the Group’s businesses to strike an appropriate balance of capital held within the Group’s Insurance and banking subsidiaries and through improving the quality of its capital through liability management exercises.

 

MONITORING

 

Capital is actively managed and regulatory ratios are a key factor in the Group’s planning processes and stress analyses. Multi-year forecasts of the Group’s capital position, based upon the Group’s operating plan, are produced at least annually to inform the Group’s capital strategy whilst shorter term forecasts are more frequently undertaken to understand and respond to variations of the Group’s actual performance against the plan. The capital plans are tested for capital adequacy using a range of stress scenarios covering adverse economic conditions as well as other adverse factors that could impact the Group and the Group maintains a Recovery Plan which sets out a range of potential mitigating actions that could be taken in response to a stress.

 

Regular reporting of actual and projected ratios, including those in stressed scenarios, is undertaken, including submissions to the Group Capital Risk Committee (GCRC), Group Financial Risk Committee (GFRC), Group Asset and Liability Committee (GALCO), Group Risk Committee (GRC), Board Risk Committee (BRC) and the Board. Capital policies and procedures are subject to independent oversight.

 

The regulatory framework within which the Group operates continues to evolve and further detail on this will be provided in the Group’s Pillar 3 report. The Group continues to monitor these developments very closely, analysing the potential capital impacts to ensure that, through organic capital generation, the Group continues to maintain a strong capital position that exceeds the minimum regulatory requirements and the Group’s risk appetite and is consistent with market expectations.

 

Target capital ratios

The Board’s view of the current level of CET1 capital required to grow the business, meet regulatory requirements and cover uncertainties and future regulatory developments remains at around 13 per cent.

 

This takes into account, amongst other things:

 

–the Pillar 2A Individual Capital Guidance (ICG) set by the PRA, reflecting their point in time estimate, which may change over time, of the amount of capital that is needed in relation to risks not covered by Pillar 1. During the year the PRA updated the Group’s ICG representing a reduction from 4.6 per cent to 4.5 per cent of risk-weighted assets at 31 December 2016, of which 2.5 per cent has to be covered by CET1 capital.
  
–the PRA Buffer, which they set taking into account the results of the PRA stress tests and other information, as well as outputs from the Group’s internal stress tests and other information. In November 2016 the PRA published the results of its 2016 stress tests which showed the Group’s capital depletion to be 2.5 per cent after management actions compared to 3.3 per cent in the 2015 PRA stress tests and 4.8 per cent in the 2014 PRA stress tests. The PRA requires the PRA buffer to remain confidential between the Group and the PRA.
  
–future regulatory developments, including the introduction of the Systemic Risk Buffer in 2019.

 

In addition, the Group targets a transitional total capital ratio of around 20 per cent.

 

Dividend policy

The Group has established a dividend policy that is both progressive and sustainable. Ordinary dividends are expected to increase over the medium term to a dividend payout ratio of at least 50 per cent of sustainable earnings. The Board interprets progressive to indicate a dividend per share that is expected to increase over the medium term. Sustainable earnings represents the long term earnings generation of the business. Sustainable earnings are defined as earnings after tax attributable to ordinary shareholders adjusted to remove the effects of market volatility, exceptional conduct or litigation events, major liability management or restructuring and other one off items such as the sale of businesses, and exceptional underlying business performance.

 

The Board also gives due consideration to the distribution of surplus capital through the use of special dividends or share buy-backs. Surplus capital represents capital over and above the amount management wish to retain to grow the business, meet regulatory requirements and cover uncertainties. The amount of required capital may vary from time to time depending on circumstances and the Board will continue to give due consideration, subject to the situation at the time, to the distribution of any surplus capital. By its nature, there can be no guarantee that this level of special dividends or any surplus capital distribution will be appropriate in future years.

 

The ability of the Group to pay a dividend is also subject to constraints including the availability of distributable reserves, legal and regulatory restrictions and the financial and operating performance of the entity.

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Distributable reserves are determined as required by the Companies Act 2006 by reference to a company’s individual financial statements. At 31 December 2016 Lloyds Banking Group plc (‘the Company’) had accumulated distributable reserves of approximately £8,500 million. Substantially all of the Company’s merger reserve is available for distribution under UK company law as a result of transactions undertaken to recapitalise the Company in 2009.

 

Lloyds Banking Group plc acts as a holding company which also issues capital and other securities to capitalise and fund the activities of the Group. The profitability of the holding company, and consequently its ability to sustain dividend payments, is therefore dependent upon the continued receipt of dividends from its subsidiaries (representing both banking and insurance). A number of Group subsidiaries, principally those with banking and insurance activities, are also subject to regulatory capital requirements. These require entities to maintain minimum amounts of capital related to their size and risk. The principal operating subsidiary is Lloyds Bank plc which, at 31 December 2016, had a consolidated CET1 capital ratio of 15.1 per cent (31 December 2015: 15.2 per cent). The Group actively manages the capital of its subsidiaries, which includes monitoring the regulatory capital ratios for its banking and insurance subsidiaries against approved risk appetite limits. It operates a formal capital management policy which requires all subsidiary entities to remit any surplus capital to their parent companies.

 

During 2016 the Group has continued to simplify the Group’s internal capital structure and to ensure that profits generated by subsidiary entities can be more easily remitted to the Company. This included the court approved capital reduction by Lloyds Bank plc.

 

Analysis of capital position

During 2016 the Group continued to strengthen its capital position with a fully loaded CET1 ratio, after accruing for foreseeable dividends, of 13.4 per cent and 13.7 per cent on an adjusted basis upon recognition of the dividend paid by the Insurance business in February 2017 in relation to its 2016 earnings (31 December 2015: 13.0 per cent on an adjusted basis). The accrual for foreseeable dividends includes both the recommended full year ordinary dividend of 2.55 pence per ordinary share and a special dividend of 0.5 pence per ordinary share.

 

The final and special dividends proposed were consistent with a CET1 ratio on an adjusted basis retaining circa 0.8 per cent of capital, above the current target level, to cover the estimated capital impact of the MBNA acquisition that was announced in December 2016. Subsequently, on 2 March 2017, the FCA provided further clarification in relation to the consultation paper dealing with PPI, resulting in an additional provision of £350 million being recorded, reducing the adjusted CET1 ratio by 18 bps to 13.7 per cent.

 

Over the year the Group generated around 1.7 per cent of CET1 capital on an adjusted basis, pre dividend, primarily as a result of the following:

 

–Strong underlying capital generation of 2.2 per cent, largely driven by underlying profits;
  
–The dividend paid by the Insurance business in February 2017 in relation to its 2016 earnings of 0.2 per cent;
  
–Impact of conduct charges of (1.2) per cent;
  
–Impact of market movements, netting to 0.2 per cent. This included 0.8 per cent from the impact of the accounting reclassification of c.£20 billion of gilts within the liquidity portfolio from ‘held-to-maturity’ to ‘available-for-sale’, offset by a number of market related movements, including an adverse impact of movements in the defined benefit pension schemes of (0.4) per cent;
  
–Other items largely representing a reduction in risk-weighted assets, most notably in the fourth quarter, largely relating to active portfolio management, disposals, an improvement in credit quality and capital efficient securitisation activity, partially offset by model updates related to UK mortgage portfolios and the impact of the redemption of the remaining series of Enhanced Capital Notes in the first quarter.

 

After accruing for foreseeable dividends, the transitional total capital ratio reduced by 0.3 percentage points to 21.2 per cent, primarily reflecting managed reductions in tier 2 capital, largely due to calls and redemptions, partially offset by the increase in CET1 capital and the reduction in risk-weighted assets.

 

In 2020 the Group will have to meet a Minimum Requirement for Own Funds and Eligible Liabilities (MREL). During 2016 the Group commenced issuance of senior unsecured securities from Lloyds Banking Group plc, which, while not included in total capital, are eligible to meet MREL, £2.5 billion (Sterling equivalent) was issued in 2016 and a further £2.2 billion (Sterling equivalent) was issued in January 2017 leaving the Group well positioned to meet MREL requirements from 2020.

 

The leverage ratio, after accruing for foreseeable dividends, was 4.8 per cent (4.9 per cent on an adjusted basis).

 

An analysis of the Group’s capital position as at 31 December 2016 is presented in the following section applying CRD IV transitional arrangements and also on a fully loaded CRD IV basis, both as implemented in the UK by the PRA.

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The table below summarises the consolidated capital position of the Group.

 

Table 1.49: Capital resources

 

   Transitional   Fully loaded
   At 31 Dec   At 31 Dec   At 31 Dec   At 31 Dec 
   2016   20151   2016   20151 
   £m   £m   £m   £m 
Capital resources (audited)                    
Common equity tier 1                    
Shareholders’ equity per balance sheet   42,670    41,234    42,670    41,234 
Adjustment to retained earnings for foreseeable dividends   (1,568)   (1,427)   (1,568)   (1,427)
Deconsolidation adjustments1   1,342    1,119    1,342    1,119 
Adjustment for own credit   87    67    87    67 
Cash flow hedging reserve   (2,136)   (727)   (2,136)   (727)
Other adjustments1   (276)   (97)   (276)   (97)
    40,119    40,169    40,119    40,169 
less: deductions from common equity tier 1                    
Goodwill and other intangible assets   (1,623)   (1,719)   (1,623)   (1,719)
Prudent valuation adjustment   (630)   (372)   (630)   (372)
Excess of expected losses over impairment provisions and value adjustments   (602)   (270)   (602)   (270)
Removal of defined benefit pension surplus   (267)   (721)   (267)   (721)
Securitisation deductions   (217)   (169)   (217)   (169)
Significant investments1   (4,317)   (4,500)   (4,317)   (4,529)
Deferred tax assets   (3,564)   (3,874)   (3,564)   (3,884)
Common equity tier 1 capital   28,899    28,544    28,899    28,505 
Additional tier 1                    
Other equity instruments   5,320    5,355    5,320    5,355 
Preference shares and preferred securities2   4,998    4,728    –    – 
Transitional limit and other adjustments   (1,692)   (906)   –    – 
    8,626    9,177    5,320    5,355 
less: deductions from tier 1                    
Significant investments1   (1,329)   (1,177)   –    – 
Total tier 1 capital   36,196    36,544    34,219    33,860 
Tier 2                    
Other subordinated liabilities2   14,833    18,584    14,833    18,584 
Deconsolidation of instruments issued by insurance entities1   (1,810)   (1,665)   (1,810)   (1,665)
Adjustments for transitional limit and non-eligible instruments   1,351    (52)   (1,694)   (3,066)
Amortisation and other adjustments   (3,447)   (3,880)   (3,597)   (4,885)
    10,927    12,987    7,732    8,968 
Eligible provisions   186    221    186    221 
less: deductions from tier 2                    
Significant investments1   (1,571)   (1,756)   (2,900)   (2,933)
Total capital resources   45,738    47,996    39,237    40,116 
                     
Risk-weighted assets   215,446    222,845    215,446    222,747 
                     
Common equity tier 1 capital ratio3   13.4%    12.8%    13.4%   12.8%
Tier 1 capital ratio   16.8%    16.4%    15.9%    15.2% 
Total capital ratio   21.2%    21.5%    18.2%    18.0% 

 

1For regulatory capital purposes, the Group’s Insurance business is deconsolidated and replaced by the amount of the Group’s investment in the business. A part of this amount is deducted from capital (shown as ‘significant investments’ in the table above) and the remaining amount is risk-weighted, forming part of threshold risk-weighted assets. The presentation of the deconsolidation of the Group’s insurance entities has been amended for 2016 with comparative figures restated accordingly.
  
2Preference shares, preferred securities and other subordinated liabilities are categorised as subordinated liabilities in the balance sheet.
  
3The common equity tier 1 ratio is 13.7 per cent on an adjusted basis upon recognition of the dividend paid by the Insurance business in February 2017 in relation to its 2016 earnings (31 December 2015: 13.0 per cent on an adjusted basis).
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The key differences between the transitional capital calculation as at 31 December 2016 and the fully loaded equivalent are as follows:

 

–Capital securities that previously qualified as tier 1 or tier 2 capital, but do not fully qualify under CRD IV, can be included in tier 1 or tier 2 capital (as applicable) up to specified limits which reduce by 10 per cent per annum until 2022.
  
–The significant investment deduction from additional tier 1 (AT1) will gradually transition to tier 2.

 

The movements in the transitional CET1, AT1, tier 2 and total capital positions in the period are provided below.

 

Table 1.50: Movements in capital resources

 

   Common   Additional       Total 
   Equity Tier 1   Tier 1   Tier 2   capital 
   £m   £m   £m   £m 
At 31 December 2015   28,544    8,000    11,452    47,996 
Profit attributable to ordinary shareholders1   1,720    –    –    1,720 
Movement in foreseeable dividends2   (141)   –    –    (141)
Dividends paid out on ordinary shares during the year   (2,014)   –    –    (2,014)
Dividends in respect of 2015 earnings received from the insurance business1   500    –    –    500 
Movement in treasury shares and employee share schemes   134    –    –    134 
Pension movements:                    
Removal of defined benefit pension surplus   454    –    –    454 
Movement through other comprehensive income   (954)   –    –    (954)
Available-for-sale reserve   1,197    –    –    1,197 
Prudent valuation adjustment   (258)   –    –    (258)
Deferred tax asset   310    –    –    310 
Goodwill and other intangible assets   96    –    –    96 
Excess of expected losses over impairment provisions and value adjustments   (332)   –    –    (332)
Significant investments   183    (152)   185    216 
Eligible provisions   –    –    (35)   (35)
Movements in subordinated debt:                    
Repurchases, redemptions and other   –    (551)   (3,211)   (3,762)
Issuances   –    –    1,151    1,151 
Other movements   (540)   –    –    (540)
At 31 December 2016   28,899    7,297    9,542    45,738 

 

1Under the regulatory framework, profits made by Insurance are removed from CET1 capital. However, when dividends are paid to the Group by Insurance these are recognised through CET1 capital.
  
2Includes the accrual for the 2016 full year ordinary and special dividends and the reversal of the accrual for the 2015 full year ordinary and special dividends which were paid during the year.

 

CET1 capital resources have increased by £355 million in the year largely as a result of profit generation in the year, dividends received from the Insurance business and the favourable movement in the available-for-sale reserve following the accounting reclassification of gilts within the liquidity portfolio from held-to-maturity. These movements in CET 1 capital were partially offset by dividends paid out during the year, movements in the defined benefit pension schemes largely driven by the impact of credit spreads, an increase in the excess of expected losses over impairment provisions and value adjustments primarily as a result of the implementation of recently published EBA guidance restricting prudent valuation adjustments eligible for offset against expected losses, and the accrual of the full year ordinary and special dividends, representing returns to ordinary shareholders following strong capital generation.

 

AT1 capital resources have reduced by £703 million in the year, primarily reflecting the annual reduction in the transitional limit applied to grandfathered AT1 capital instruments and an increase in the significant investments deduction.

 

Tier 2 capital resources have reduced by £1,910 million in the year largely reflecting calls and redemptions, including the redemption of all remaining series of Enhanced Capital Notes (ECNs) under the Regulatory Call Right, and the amortisation of dated tier 2 instruments, partly offset by the issuance of a new dated tier 2 instrument, foreign exchange movements on subordinated debt, the transitioning of grandfathered AT1 instruments to tier 2 and a reduction in the significant investments deduction.

 

The redemption of the remaining series of ECNs followed the decision of the Court of Appeal in December 2015 that a Capital Disqualification Event (CDE) in relation to the ECNs had occurred. The Group subsequently exercised its option to redeem them in the first quarter of 2016. In June 2016 the UK Supreme Court confirmed the decision of the Court of Appeal.

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Table 1.51: Risk-weighted assets

 

   At 31 Dec   At 31 Dec 
   2016   2015 
   £m   £m 
Foundation Internal Ratings Based (IRB) Approach   64,907    68,990 
Retail IRB Approach   64,970    63,912 
Other IRB Approach   17,788    18,661 
IRB Approach   147,665    151,563 
Standardised (STA) Approach   18,956    20,443 
Credit risk   166,621    172,006 
Counterparty credit risk   8,419    7,981 
Contributions to the default fund of a central counterparty   340    488 
Credit valuation adjustment risk   864    1,684 
Operational risk   25,292    26,123 
Market risk   3,147    3,775 
Underlying risk-weighted assets   204,683    212,057 
Threshold risk-weighted assets1   10,763    10,788 
Total risk-weighted assets   215,446    222,845 
Movement to fully loaded risk-weighted assets2   –    (98)
Fully loaded risk-weighted assets   215,446    222,747 

 

1Threshold risk-weighted assets reflect the element of the significant investments and deferred tax assets that are permitted to be risk-weighted instead of deducted from CET1 capital. Significant investments primarily arise from the investment in the Group’s Insurance business.
  
2Differences may arise between transitional and fully loaded threshold risk-weighted assets where deferred tax assets reliant on future profitability and arising from temporary timing differences and significant investments exceed the fully loaded threshold limit, resulting in an increase in amounts deducted from CET1 capital rather than being risk-weighted.

 

Table 1.52: Risk-weighted assets movement by key driver

 

   Credit risk   Credit risk       Counterparty       Operational     
   IRB   STA   Credit risk1   Credit risk2   Market risk   risk   Total 
   £m   £m   £m   £m   £m   £m   £m 
Fully loaded risk-weighted assets as at 31 December 2015                                 222,747 
Less total threshold risk-weighted assets3                                 (10,690)
Risk-weighted assets at 31 December 2015   151,563    20,443    172,006    10,153    3,775    26,123    212,057 
Asset size   (4,453)   (440)   (4,893)   (1,542)   (139)   –    (6,574)
Acquisitions and disposals   (3,406)   (435)   (3,841)   (183)   –    –    (4,024)
Model updates   4,363    –    4,363    99    (951)   –    3,511 
Methodology and policy   (1,215)   (1,184)   (2,399)   –    –    –    (2,399)
Asset quality   (2,989)   (75)   (3,064)   729    (200)   –    (2,535)
Movements in risk levels (Market risk only)   –    –    –    –    662    –    662 
Foreign exchange   3,802    647    4,449    367    –    –    4,816 
Other   –    –    –    –    –    (831)   (831)
Risk-weighted assets as at 31 December 2016   147,665    18,956    166,621    9,623    3,147    25,292    204,683 
Threshold risk-weighted assets3                                 10,763 
Total risk-weighted assets as at 31 December 2016                                 215,446 

 

1Credit risk includes securitisation risk-weighted assets.
  
2Counterparty credit risk includes movements in contributions to the default fund of central counterparties and movements in credit valuation adjustment risk.
  
3Threshold risk-weighted assets reflect the element of significant investments and deferred tax assets that are permitted to be risk-weighted instead of being deducted from CET1 capital. Significant investments primarily arise from investment in the Group’s Insurance business.

 

The risk-weighted assets movement tables provide analyses of the reduction in risk-weighted assets in the period by risk type and an insight into the key drivers of the movements. The key driver analysis is compiled on a monthly basis through the identification and categorisation of risk-weighted asset movements and is subject to management judgment.

 

Credit risk-weighted assets reductions of £5.4 billion were driven by the following key movements:

 

–Asset size movements. Credit risk-weighted assets decreased by £4.9 billion, primarily due to active portfolio management, partially offset by continued growth in targeted customer segments.
  
–Disposals of the Group’s interest in strategic equity investments and other targeted disposals reduced credit risk-weighted assets by £3.8 billion.
  
–Model update increases of £4.4 billion were mainly related to the Mainstream and buy-to-let UK mortgage portfolios.
  
–Methodology and policy reductions of £2.4 billion are principally due to securitisation activity.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

–Asset quality movements capture movements due to changes in borrower risk, including changes in the economic environment. Net reductions in credit risk-weighted assets of £3.1 billion primarily relate to model calibrations and a net change in credit quality, reflecting improvements in the economic climate, partly offset by increases in the valuation of centrally held strategic equity investments.
  
–Foreign exchange movements reflect the depreciation of Sterling which has contributed to a £4.4 billion increase in credit risk-weighted assets.

 

Counterparty credit risk assets decreased by £0.5 billion mainly driven by increased capital relief from CVA related hedges partially offset by increased trading activity, foreign exchange and yield curve movements.

 

Market risk-weighted assets reduced by £0.6 billion due to a reduction in the Value-at-Risk multiplier, improvements to the VaR model and active portfolio management.

 

Operational risk-weighted assets reduced by £0.8 billion due to the annual update of the income based TSA operational risk calculation.

 

STRESS TESTING

 

The Group undertakes a wide ranging programme of stress testing providing a comprehensive view of the potential impacts arising from the risks to which the Group is exposed. One of the most important uses of stress testing is to assess the resilience of the operational and strategic plans of the Group to adverse economic conditions and other key vulnerabilities. As part of that the Group participates in the UK-wide concurrent stress test run by the Bank of England.

 

During 2016, the Group was subject to the European Banking Authority’s Europe-wide stress test with the Group’s results significantly above its minimum capital requirements. The concurrent UK stress test run by the Bank of England was also undertaken in 2016. As announced in November, the Group comfortably exceeded the capital thresholds set by the PRA and was not required to take any action as a result of this test.

 

LEVERAGE RATIO

 

Table 1.53: Leverage ratio

 

   Fully loaded  
   At 31 Dec   At 31 Dec 
   2016   2015 
   £m   £m 
Total tier 1 capital for leverage ratio          
Common equity tier 1 capital   28,899    28,505 
Additional tier 1 capital   5,320    5,355 
Total tier 1 capital   34,219    33,860 
Exposure measure          
Statutory balance sheet assets          
Derivative financial instruments   36,138    29,467 
Securities financing transactions (SFTs)   42,285    34,136 
Loans and advances and other assets   739,370    743,085 
Total assets   817,793    806,688 
Deconsolidation adjustments1          
Derivative financial instruments   (2,403)   (1,510)
Securities financing transactions (SFTs)   112    (441)
Loans and advances and other assets   (142,990)   (133,975)
Total deconsolidation adjustments   (145,281)   (135,926)
Derivatives adjustments          
Adjustments for regulatory netting   (20,490)   (16,419)
Adjustments for cash collateral   (8,432)   (6,464)
Net written credit protection   699    682 
Regulatory potential future exposure   13,188    12,966 
Total derivatives adjustments   (15,035)   (9,235)
SFT adjustments   39    3,361 
Off-balance sheet items   58,685    56,424 
Regulatory deductions and other adjustments   (9,128)   (9,112)
Total exposure   707,073    712,200 
Leverage ratio2   4.8%    4.8% 
Average leverage ratio3   4.9%      
Average leverage ratio exposure measure4   718,914      

 

1Deconsolidation adjustments predominantly reflect the deconsolidation of assets related to Group subsidiaries that fall outside the scope of the Group’s regulatory capital consolidation (primarily the Group’s Insurance entities).
  
2The countercyclical leverage ratio buffer is currently nil.
  
3The average leverage ratio is based on the average of the month end tier 1 capital and exposure measures over the quarter (30 September 2016 to 31 December 2016). The average of 4.9 per cent compares to 4.8 per cent at the start and end of the quarter.
  
4The average leverage ratio exposure measure is based on the average of the month end exposure measures over the quarter (30 September 2016 to 31 December 2016).
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KEY MOVEMENTS

 

The Group’s fully loaded leverage ratio was increased by 9 basis points reflecting the impact of both the increase in tier 1 capital and the £5.1 billion reduction in the exposure measure, the latter largely reflecting the reduction in liquid asset holdings.

 

The derivatives exposure measure, representing derivative financial instruments per the balance sheet net of deconsolidation and derivatives adjustments, reduced marginally with market movements and trading activity broadly offset through netting and cash collateral inflows.

 

The increase in SFT assets over the period, reflecting increased customer volumes, was offset by the reduction in SFT adjustments reflecting both the recognition of additional eligible netting adjustments and a reduction in the counterparty credit risk add-on.

 

Off-balance sheet items increased by £2.3 billion, primarily reflecting a change in the profile and subsequent classification of commercial off-balance sheet items and a net increase in securitisation financing facilities, partially offset by a planned drawdown on certain liquidity facilities supporting the Group’s conduit programme to provide funding alongside the proceeds of the ABCP issurance.

 

The average leverage ratio of 4.9 per cent over the quarter reflected a strengthening tier 1 capital position prior to the accrual for the announced full year special dividend and the reduction in balance sheet assets during the quarter, largely reflecting the reduction in liquid asset holdings.

 

MODIFIED UK LEVERAGE RATIO

 

The Group’s leverage ratio on a modified basis, excluding qualifying central bank claims from the leverage exposure measure, is 5.1 per cent. This follows the rule modification applied to the UK Leverage Ratio Framework by the PRA in August 2016 as a result of recommendations made by the Financial Policy Committee.

 

The Financial Policy Committee has indicated that it intends to recalibrate the UK framework in 2017 in order to adjust for the impact of the rule modification, thereby ensuring that levels of capital currently required to meet leverage ratio minimums are maintained. The modified UK leverage ratio should therefore be considered in the context of the proposed recalibration.

 

G-SIB INDICATORS

 

Although the Group is not currently classified as a Global Systemically Important Bank (G-SIB), by virtue of the Group’s leverage exposure measure exceeding €200 billion the Group is required to report G-SIB indicator metrics to the PRA. The Group’s indicator metrics used within the 2016 Basel G-SIBs annual exercise will be disclosed from April 2017, and the results are expected to be made available by the Basel Committee later this year.

 

INSURANCE BUSINESSES

 

The business transacted by the insurance companies within the Group comprises both life insurance business and general insurance business. Life insurance business comprises unit-linked business, non-profit business and with-profits business.

 

Scottish Widows Limited (SW Ltd) holds the only with-profit funds managed by the Group. Each insurance company within the Group is regulated by the PRA.

 

The Solvency II regime for insurers and insurance groups came into force from 1 January 2016. The insurance businesses are required to calculate solvency capital requirements and available capital on a risk-based approach. The insurance business of the Group calculates regulatory capital on the basis of an internal model, which was approved by the PRA on 5 December 2015.

 

The minimum required capital must be maintained at all times throughout the year. These capital requirements and the capital available to meet them are regularly estimated in order to ensure that capital maintenance requirements are being met.

 

All minimum regulatory requirements of the insurance companies have been met during the year.

 

REGULATORY AND LEGAL RISK

 

DEFINITION

 

Regulatory and legal risk is defined as the risk that the Group is exposed to fines, censure, or legal or enforcement action; or to civil or criminal proceedings in the courts (or equivalent) and/or the Group is unable to enforce its rights due to failing to comply with applicable laws (including Codes of Practice which could have legal implications), regulations, codes of conduct or legal obligations.

 

EXPOSURES

 

Whilst the Group has a zero risk appetite for material regulatory breaches or material legal incidents, the Group remains exposed to material regulatory breaches and material legal incidents outside of its risk appetite. Exposure is driven by significant ongoing and new legislation, regulation and court proceedings in the UK and overseas which in each case needs to be interpreted, implemented and embedded into day-to-day operational and business practices across the Group.

 

MEASUREMENT

 

Regulatory and legal risks are measured against a set of risk appetite metrics, with appropriate thresholds, which are approved annually by the Board and which are regularly reviewed and monitored. Metrics include assessments of control and material regulatory rule breaches.

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MITIGATION

 

The Group has taken a number of steps and have outlined below the following key components:

 

–The Board establishes a Group-wide risk appetite and metrics for Regulatory and Legal Risk;
  
–Group policies and procedures set out the principles and key controls that should apply across the business which are aligned to the group risk appetite. Mandated policies and processes require appropriate control frameworks, management information, standards and colleague training to be implemented to identify and manage regulatory and legal risk;
  
–Business units assess and implement policy and regulatory requirements and establish local control, processes and procedures to ensure governance and compliance;
  
–Material risks and issues are escalated to divisional and then Group-level bodies which challenge and support the business on its management of them;
  
–Business units regularly produce management information to assist in the identification of issues and test management controls are working effectively;
  
–Risk Division and Legal provide oversight and proactive support and constructive challenge to the business in identifying and managing regulatory and legal issues;
  
–Risk Division will conduct thematic reviews of regulatory compliance across businesses and divisions where appropriate;
  
–Business units with the support of divisional and Group-Level bodies conduct ongoing horizon scanning to identify and address changes in regulatory and legal requirements.

 

MONITORING

 

Business unit risk exposure is reported to Risk Division where it is aggregated at Group level and a report prepared. The report forms the basis of challenge to the business at the monthly Group Conduct, Compliance and Operational Risk Committee. This committee may escalate matters to the Chief Risk Officer, or higher committees. The report also forms the basis of the regulatory and legal sections in the Group’s consolidated risk reporting.

 

STATE AID COMMITMENTS

 

In 2015 the Group satisfied all material structural and behavioural commitments following the successful carve-out and disposal of TSB with respect to the State Aid commitments agreed with the European Commission under the State Aid regime in 2009. The Group is therefore no longer subject to restrictive behavioural commitments including the constraint on acquisitions, but continue to be bound by two remaining limited ancillary commitments which means that the Group remains subject to supervision by the European Commission with respect to these commitments until they cease to have effect on or before June 2017.

 

INSURANCE RISK

 

DEFINITION

 

Insurance risk is defined as the risk of adverse developments in the timing, frequency and severity of claims for insured/underwritten events and in customer behaviour, leading to reductions in earnings and/or value.

 

EXPOSURES

 

The major sources of insurance risk within the Group are the Insurance business and the Group’s defined benefit pension schemes.

 

Longevity and persistency are key risks within the life and pensions business. Longevity risk arises from the annuity portfolios where policyholders’ future cashflows are guaranteed at retirement and increases in life expectancy, beyond current assumptions, will increase the cost of annuities. Longevity risk exposures are expected to increase with the Insurance business growth in the bulk annuity market. Persistency assumptions are set to give a best estimate however, customer behaviour may result in increased cancellations or cessation of contributions.

 

Property insurance risk is a key risk within the general insurance business, through Home Insurance, and exposures can arise, for example, in extreme weather conditions, such as flooding, when property damage claims are higher than expected.

 

The prime insurance risk of the Group’s defined benefit pension schemes is longevity.

 

MEASUREMENT

 

Insurance risks are measured using a variety of techniques including stress, reverse stress and scenario testing, as well as stochastic modelling. Current and potential future insurance risk exposures are assessed and aggregated on a range of stresses including risk measures based on 1-in-200 year stresses for Insurance’s regulatory capital assessments and other supporting measures where appropriate, including those set out in note 33 to the financial statements. For measuring the longevity risk in the Group’s defined benefit pension schemes both 1-in-20 year stresses (risk appetite) and 1-in-200 year stresses (regulatory capital) are utilised. For further information on defined benefit schemes please refer to note 36 to the financial statements.

 

MITIGATION

 

Insurance risk in the Insurance business is mitigated in a number of ways:

 

–General insurance exposure to accumulations of risk and possible catastrophes is mitigated by reinsurance arrangements broadly spread over different reinsurers. Detailed modelling, including that of the potential losses under various catastrophe scenarios, supports the choice of reinsurance arrangements.
  
–Insurance processes on underwriting, claims management, pricing and product design.
  
–Longevity risk transfer and hedging solutions are considered on a regular basis. A team of longevity and bulk pricing experts has been built to support the new bulk annuity proposition.
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– Exposure limits by risk type are assessed through the business planning process and used as a control mechanism to ensure risks are taken within risk appetite.

 

The most significant insurance risk in the defined benefit pension schemes is longevity risk. The merits of longevity risk transfer and hedging solutions are regularly reviewed.

 

MONITORING

 

Insurance risks in the Insurance business are monitored by Insurance senior executive Committees and ultimately the Insurance Board. Governance of the Group’s defined benefit pension schemes includes two specialist pension committees. Significant risks from the Insurance business and the defined benefit pension schemes are reviewed by the Group Executive and Group Risk Committees and/or Board.

 

Insurance risk exposures within the Insurance business are monitored against risk appetite. The Insurance business monitors experiences against expectations, for example business volumes and mix, claims and persistency experience. The effectiveness of controls put in place to manage insurance risk is evaluated and significant divergences from experience or movements in risk exposures are investigated and remedial action taken.

 

Progress against risk appetite metrics in respect of longevity risk in the Group’s defined benefit pension schemes is regularly reported and reviewed by the relevant committees.

 

 

PEOPLE RISK

 

DEFINITION

 

People risk is defined as the risk that the Group fails to lead, manage and enable colleagues to deliver the Group’s strategy for customers, shareholders and regulators.

 

EXPOSURES

 

The Group’s management of material people risks is critical to its capacity to deliver against its strategic objectives and to be the best bank for customers. Over the coming year the Group anticipates the following key people risk exposures:

 

– Maintaining organisational skills, capability, resilience and capacity levels in response to increasing volumes of organisational, political and external market change;
   
– Senior Managers and Certification Regime (SM&CR) and additional regulatory constraints on remuneration structures may impact the Group’s ability to attract and retain talent;
   
– The increasing digitisation of the business is changing the capability mix required and may impact the Group’s ability to attract and retain talent; and
   
– Colleague engagement may continue to be challenged by ongoing media attention on banking sector culture, sales practices and ethical conduct.

 

MEASUREMENT

 

People risk is measured through a series of quantitative and qualitative indicators, aligned to key sources of people risk for the Group such as succession, retention, colleague engagement and performance management. In addition to risk appetite measures and limits, people risks and controls are monitored on a monthly basis via the Group’s risk governance framework and reporting structures.

 

MITIGATION

 

The Group takes many mitigating actions with respect to people risk. Key areas of focus include:

 

– Focusing on leadership and colleague engagement, through delivery of strategies to attract, retain and develop high calibre people together with implementation of rigorous succession planning;
   
– Continued focus on the Group’s culture by developing and delivering initiatives that reinforce the appropriate behaviours which generate the best possible long-term outcomes for customers and colleagues;
   
– Managing organisational capability and capacity through divisional people strategies to ensure there are the right skills and resources to meet customers’ needs and deliver our strategic plan;
   
– Maintain effective remuneration arrangements to ensure they promote an appropriate culture and colleague behaviours that meet customer needs and regulatory expectations;
   
– Ensuring compliance with legal and regulatory requirements related to SM&CR, embedding compliant and appropriate colleague behaviours in line with Group policies, values and its people risk priorities; and
   
– Ongoing consultation with the Group’s recognised unions on changes which impact their members.

 

MONITORING

 

People risks from across the Group are monitored and reported through Board and Group Governance Committees in accordance with the Group’s Risk Management Framework and People Risk sub-framework. Risk exposures are discussed monthly via the Group People Risk Committee with upwards reporting to Group Risk and Executive Committees. In addition oversight, challenge and reporting is completed at Risk Division level and combined with Risk Assurance reviews, assesses the effectiveness of controls, recommending follow up remedial action if relevant. All material People Risk events are escalated in accordance with the formal Group Operational Risk Policy and People Policies to the respective Divisional Managing Directors and the Group Director, Conduct, Compliance and Operational Risk.

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FINANCIAL REPORTING RISK

 

DEFINITION

 

Financial reporting risk is defined as the risk that the Group suffers reputational damage, loss of investor confidence and/or financial loss arising from the adoption of inappropriate accounting policies, ineffective controls over business or finance processes impacting financial, prudential regulatory, and tax reporting, failure to manage the associated risks of changes in taxation rates, law, corporate ownership or structure and the failure to disclose timely and appropriate information in accordance with regulatory requirements.

 

EXPOSURES

 

Exposure represents the sufficiency of the Group’s policies and procedures to maintain adequate systems, processes and controls to support statutory, prudential regulatory and tax reporting, to prevent and detect financial reporting fraud, to manage the Group’s tax position and to support regulatory disclosures.

 

MEASUREMENT

 

Financial reporting risk is measured by the adequacy of, and compliance with, a number of key controls. Identification of potential financial reporting risk also forms a part of the Group’s Operational Risk management framework.

 

MITIGATION

 

The Group maintains a system of internal controls, which is designed to:

 

– ensure that accounting policies are consistently applied, transactions are recorded and undertaken in accordance with delegated authorities, that assets are safeguarded and liabilities are properly recorded;
   
– enable the calculation, preparation and reporting of financial, prudential regulatory and tax outcomes in accordance with applicable International Financial Reporting Standards, statutory and regulatory requirements; and
   
– ensure that disclosures are made on a timely basis in accordance with statutory and regulatory requirements and as far as possible are consistent with best practice and in compliance with the British Bankers’ Association Code for Financial Reporting Disclosure.

 

MONITORING

 

Financial reporting risk is actively monitored at business unit and Group levels. There are specific programmes of work undertaken across the Group to support:

 

– annual assessments of: (i) the effectiveness of internal controls over financial reporting; and (ii) the effectiveness of the Group’s disclosure controls and procedures, both in accordance with the requirements of the US Sarbanes Oxley Act; and
   
– annual certifications by the Senior Accounting Officer with respect to the maintenance of appropriate tax accounting arrangements, in accordance with the requirements of the 2009 Finance Act.

 

The Group also has in place an assurance process to support its prudential regulatory reporting and monitoring activities designed to identify and review tax exposures on a regular basis. There is ongoing monitoring to assess the impact of emerging regulation and legislation on financial, prudential regulatory and tax reporting.

 

The Group has a Disclosure Committee which assists the Group Chief Executive and Chief Financial Officer in fulfilling their disclosure responsibilities under relevant listing and other regulatory and legal requirements. In addition, the Audit Committee reviews the quality and acceptability of the Group’s financial disclosures. For further information on the Audit Committee’s responsibilities relating to financial reporting see pages 167 to 170.

 

 

GOVERNANCE RISK

 

DEFINITION

 

Governance risk is defined as the risk that the Group’s organisational infrastructure fails to provide robust oversight of decision making and the control mechanisms to ensure strategies and management instructions are implemented effectively.

 

EXPOSURES

 

The internal and corporate governance arrangements of major financial institutions continue to be subject to a high level of regulatory and public scrutiny. The Group’s exposure to governance risk is also reflective of the significant volume of existing and proposed legislation and regulation within the UK and overseas with which it must comply. Risk governance and risk culture are mutually reinforcing.

 

MEASUREMENT

 

The Group’s governance arrangements are assessed against new or proposed legislation and regulation and best practice among peer organisations in order to identify any areas of enhancement required.

 

Model Risk appetite considers the performance of the Group’s most material models.

 

MITIGATION

 

The Group’s Risk Management Framework (RMF) establishes robust arrangements for risk governance, in particular by:

 

– Defining individual and collective accountabilities for risk management, risk oversight and risk assurance through a Three Lines of Defence model which supports the discharge of responsibilities to customers, shareholders and regulators;
   
– Outlining governance arrangements which articulate the enterprise-wide approach to risk management; and
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– Supporting a consistent approach to Group-wide behaviour and risk decision making through a Group Policy Framework which helps everyone understand their responsibilities by clearly articulating and communicating rules, standards, boundaries and risk appetite measures which can be controlled, enforced and monitored.

 

Under the banner of the RMF, training modules are in place to support all colleagues in understanding and fulfilling their risk responsibilities.

 

The Ethics and Responsible Business Policy and supporting Codes of Personal Responsibility and Business Responsibility embody the Group’s values and reflect its commitment to operating responsibly and ethically both at a business and an individual level. All colleagues are required to adhere to the Codes in all aspects of their roles.

 

Driving adherence to the Group’s RMF goes ‘hand in glove’ with its approach to risk culture which is embedded in the Group’s approach to recruitment, selection, training, performance management and reward.

 

MONITORING

 

A review of the Group’s RMF, which includes the status of the Group’s Principles and Policy Framework, and the design and operational effectiveness of key governance committees, is undertaken on an annual basis and the findings are reported to the Group Risk Committee, Board Risk Committee and the Board.

 

This includes a review of the Group’s current approach to governance and ongoing initiatives in light of the latest regulatory guidance, including in 2016 the further enhancement of frameworks to address Senior Managers and Certification Regime (SM&CR) requirements and prepare for the requirement to ring-fence retail banking activities with effect from January 2019.

 

As part of the RMF, the performance of models is regularly monitored to ensure they remain fit-for-purpose.

 

For further information on Corporate Governance see pages 152 to 176.

 

For further information on Model Risk see page 173.

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INVESTMENT PORTFOLIO, MATURITIES, DEPOSITS, SHORT-TERM BORROWINGS

 

Trading securities and other financial assets at fair value through profit or loss; available-for-sale financial assets; held-to-maturity investments; and debt securities classified as loans and receivables

 

The following table sets out the book values and valuations of the Group’s debt securities, treasury and other bills and equity shares at 31 December for each of the three years indicated.

 

   2016   2016   2015   2015   2014   2014 
   Book value   Valuation   Book value   Valuation   Book value   Valuation 
   £m   £m   £m   £m   £m   £m 
Trading securities and other financial assets at fair value through profit or loss                              
US treasury and US government agencies   1,607    1,607    663    663    658    658 
Other government securities   25,125    25,125    21,454    21,454    24,815    24,815 
Other public sector securities   1,325    1,325    2,039    2,039    2,170    2,170 
Bank and building society certificates of deposit   244    244    135    135    554    554 
Mortgage-backed securities   707    707    1,358    1,358    1,034    1,034 
Other asset-backed securities   1,538    1,538    847    847    850    850 
Corporate and other debt securities   19,832    19,832    20,316    20,316    22,090    22,090 
Treasury bills and other bills   20    20    74    74    1,459    1,459 
Equity shares   67,697    67,697    60,476    60,476    61,576    61,576 
    118,095    118,095    107,362    107,362    115,206    115,206 
Available-for-sale financial assets                              
US treasury and US government agencies   7,564    7,564    6,349    6,349    7,226    7,226 
Other government securities   41,150    41,150    18,980    18,980    40,176    40,176 
Bank and building society certificates of deposit   142    142    186    186    298    298 
Mortgage-backed securities   108    108    197    197    674    674 
Other asset-backed securities   317    317    319    319    685    685 
Corporate and other debt securities   6,030    6,030    5,808    5,808    5,529    5,529 
Treasury bills and other bills   –    –    –    –    863    863 
Equity shares   1,213    1,213    1,193    1,193    1,042    1,042 
    56,524    56,524    33,032    33,032    56,493    56,493 
Held-to-maturity investments                              
UK government   –    –    19,808    19,851    –    – 
Debt securities classified as loans and receivables                              
Mortgage-backed securities   2,089    2,065    2,528    2,493    190    155 
Other asset-backed securities   1,290    1,227    1,234    1,173    985    900 
Corporate and other debt securities   94    11    526    441    164    45 
    3,473    3,303    4,288    4,107    1,339    1,100 
Allowance for impairment losses   (76)   –    (97)   –    (126)   – 
    3,397    3,303    4,191    4,107    1,213    1,100 
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MATURITIES AND WEIGHTED AVERAGE YIELDS OF INTEREST-BEARING SECURITIES

 

The weighted average yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2016 by the book value of securities held at that date.

 

   Maturing within
one year		  Maturing after one but
within five years		  Maturing after five but
within ten years		  Maturing after
ten years
   Amount   Yield   Amount   Yield   Amount   Yield   Amount   Yield 
   £m   %   £m   %   £m   %   £m   % 
Trading securities and other financial assets at fair value through profit or loss                                        
US treasury and US government agencies   –    –    407    1.22    93    2.02    1,107    2.24 
Other government securities   390    1.68    3,484    3.26    2,602    1.89    18,649    2.60 
Other public sector securities   –    –    238    2.61    86    3.37    1,001    2.95 
Bank and building society certificates of deposit   244    0.93    –    –    –    –    –    – 
Mortgage-backed securities   –    –    37    1.14    105    4.61    565    2.83 
Other asset-backed securities   –    –    121    3.65    583    2.44    834    3.73 
Corporate and other debt securities   12,456    3.48    3,404    5.59    2,841    4.04    1,131    4.15 
Treasury bills and other bills   20    0.50    –    –    –    –    –    – 
    13,110         7,691         6,310         23,287      
Available-for-sale financial assets                                        
US treasury and US government agencies   –    –    4,651    2.78    2,652    5.76    262    3.85 
Other government securities   539    0.99    9,045    3.79    15,531    3.05    16,034    3.69 
Bank and building society certificates of deposit   142    0.07    –    –    –    –    –    – 
Mortgage-backed securities   9    2.44    4    1.00    –    –    95    0.76 
Other asset-backed securities   –    –    –    –    41    1.02    276    0.97 
Corporate and other debt securities   628    1.28    4,267    1.50    1,134    2.04    1    0.00 
    1,318         17,967         19,358         16,668      
Debt securities classified as loans and receivables                                        
Mortgage-backed securities   –    –    –    –    30    1.8    2,059    1.0 
Other asset-backed securities   248    0.2    32    0.3    779    1.1    231    1.8 
Corporate and other debt securities   2    0.0    2    0.0    –    –    90    0.0 
    250         34         809         2,380      

 

The Group’s investment holdings at 31 December 2016 include £63,253 million due from the UK government and its agencies and £9,172 million due from the US government and its agencies.

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MATURITY ANALYSIS AND INTEREST RATE SENSITIVITY OF LOANS AND ADVANCES TO CUSTOMERS AND BANKS AT 31 DECEMBER 2016

 

The following table analyses the maturity profile and interest rate sensitivity of loans by type on a contractual repayment basis at 31 December 2016. Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.

 

All amounts are before deduction of impairment allowances. Demand loans are included in the ‘maturing in one year or less’ category.

 

   Maturing in one   Maturing after
one but within		   Maturing after     
   year or less   five years   five years   Total 
   £m   £m   £m   £m 
Loans and advances to banks   21,812    4,973    117    26,902 
Loans and advances to customers:                    
Mortgages   11,614    47,535    247,533    306,682 
Other personal lending   5,418    4,621    10,722    20,761 
Property companies   5,266    10,404    16,522    32,192 
Financial, business and other services   26,234    13,311    9,652    49,197 
Transport, distribution and hotels   6,097    4,649    2,574    13,320 
Manufacturing   4,598    2,133    554    7,285 
Other   9,807    13,311    7,815    30,933 
Total loans   90,846    100,937    295,489    487,272 
Of which:                    
Fixed interest rate   23,434    29,776    102,631    155,841 
Variable interest rate   67,412    71,161    192,858    331,431 
    90,846    100,937    295,489    487,272 

 

DEPOSITS

 

The following tables show the details of the Group’s average customer deposits in each of the past three years.

 

   2016   2016   2015   2015   2014   2014 
   Average   Average   Average   Average   Average   Average 
   balance   rate   balance   rate   balance   rate 
   £m   %   £m   %   £m   % 
Non-interest bearing demand deposits   54,379    –    45,294    –    42,049    – 
Interest-bearing demand deposits   90,272    0.48    83,756    0.47    82,545    0.80 
Savings deposits   164,155    0.57    174,239    1.00    201,046    1.18 
Time deposits   111,751    1.05    122,142    0.99    133,060    1.32 
Total average deposits   420,557    0.60    425,431    0.79    458,700    1.04 

 

Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.

 

CERTIFICATES OF DEPOSIT AND OTHER TIME DEPOSITS

 

The following table gives details of the Group’s certificates of deposit issued and other time deposits at 31 December 2016 individually in excess of US $100,000 (or equivalent in another currency) by time remaining to maturity. Following the continuing reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.

 

       Over 3 months   Over 6 months         
   3 months   but within   but within   Over     
   or less   6 months   12 months   12 months   Total 
   £m   £m   £m   £m   £m 
Certificates of deposit   2,668    3,692    1,642    70    8,072 
Time deposits   26,051    5,877    6,778    4,692    43,398 
Total   28,719    9,569    8,420    4,762    51,470 
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

SHORT-TERM BORROWINGS

 

Short-term borrowings are included within the balance sheet captions ‘Deposits by banks’, ‘Customer accounts’ and ‘Debt securities in issue’ and are not identified separately on the balance sheet. The short-term borrowings of the Group consist of overdrafts from banks, securities sold under agreements to repurchase, notes issued as part of lending securitisations, certificates of deposit issued, commercial paper and promissory notes issued and other marketable paper. Securities sold under agreements to repurchase, certificates of deposit issued, commercial paper, securitisation notes and covered bonds are the only significant short-term borrowings of the Group.

 

The following tables give details of these significant short-term borrowings of the Group for each of the past three years.

 

   2016  2015  2014  
   £m  £m  £m  
Liabilities in respect of securities sold under repurchase agreements           
Balance at the year end  9,741  7,061  1,075  
Average balance for the year  8,342  5,960  2,104  
Maximum balance during the year  12,734  9,467  9,971  
Average interest rate during the year  0.5%  0.6%  1.1%  
Interest rate at the year end  0.6%  0.6%  1.2%  
Certificates of deposit issued           
Balance at the year end  8,077  11,101  7,033  
Average balance for the year  11,200  11,708  9,912  
Maximum balance during the year  13,712  13,925  11,376  
Average interest rate during the year  0.6%  0.4%  0.4%  
Interest rate at the year end  0.7%  0.2%  0.3%  
Commercial paper           
Balance at the year end  3,281  6,663  7,373  
Average balance for the year  4,666  5,286  8,432  
Maximum balance during the year  7,646  12,700  14,768  
Average interest rate during the year  0.9%  0.6%  0.3%  
Interest rate at the year end  0.0%  0.0%  0.1%  
Securitisation notes           
Balance at the year end  7,253  7,763  11,908  
Average balance for the year  7,131  10,362  13,836  
Maximum balance during the year  7,436  12,155  15,787  
Average interest rate during the year  2.5%  2.4%  2.1%  
Interest rate at the year end  2.2%  2.7%  2.0%  
Covered bonds           
Balance at the year end  30,521  27,200  27,191  
Average balance for the year  30,625  26,503  29,754  
Maximum balance during the year  32,444  27,200  31,684  
Average interest rate during the year  3.5%  4.2%  4.5%  
Interest rate at the year end  3.0%  3.7%  4.3%  
116

MANAGEMENT AND EMPLOYEES

 

DIRECTORS AND SENIOR MANAGEMENT

 

The Group is led by the Board comprising a Chairman (who was independent on appointment), independent Non-Executive Directors and Executive Directors with a wide range of experience. The appointment of directors is considered by the Nomination and Governance Committee and approved by the Board. Following the provisions in the articles of association, directors must stand for election by the shareholders at the first annual general meeting following their appointment. In line with UK Corporate Governance best practice, all Directors are subject to annual re-election by shareholders at each annual general meeting thereafter. Independent Non-Executive Directors are appointed for an initial term of three years after which their appointment may continue subject to an annual review. Their appointment may be terminated, in accordance with statute and the articles of association, at any time with immediate effect and without compensation.

 

The Board meets regularly. In 2016, a total of 9 Board meetings were held, 9 of which were scheduled at the start of the year.

 

The roles of the Chairman, the Group Chief Executive and the Board and its governance arrangements, including the schedule of matters specifically reserved to the Board for decision, are reviewed annually. The matters reserved to the Board for decision include the approval of the annual report and accounts and any other financial statements; the payment of dividends; the long-term objectives of the Group; the strategies necessary to achieve these objectives; the Group’s budgets and plans; significant capital expenditure items; significant investments and disposals; the basis of allocation of capital within the Group; the organisational structure of the Group; the arrangements for ensuring that the Group manages risks effectively; any significant change in accounting policies or practices; the appointment of the Company’s main professional advisers and their fees; and the determination of Board and Committee structures, together with their size and composition.

 

According to the articles of association, the business and affairs of the Company are managed by the Directors, who have delegated to management the power to make decisions on operational matters, including those relating to credit, liquidity and market risk, within an agreed framework.

 

All Directors have access to the services of the Company Secretary, and independent professional advice is available to the Directors at the Group’s expense, where they judge it necessary to discharge their duties as directors.

 

The Chairman has a private discussion at least once a year with each Director on a wide range of issues affecting the Group, including any matters which the Directors, individually, wish to raise.

 

There is an induction programme for all Directors, which is tailored to their specific requirements having regard to their specific role on the Board and their skills and experience to date. Major shareholders are also offered the opportunity to meet new Non-Executive Directors.

 

The Directors and senior management of Lloyds Banking Group plc are:

 

NON-EXECUTIVE DIRECTORS

 

Lord Blackwell

Chairman

 

Age: 64

 

Chairman of the Nomination and Governance Committee, member of the Board Risk Committee, the Remuneration Committee and the Responsible Business Committee.

 

Appointed: June 2012 (Board), April 2014 (Chairman)

 

Skills and experience: Lord Blackwell has deep financial services knowledge including in insurance and banking, as well as regulatory and public policy experience gained from senior positions in a wide range of industries. His breadth of experience, credibility with key stakeholders and strong leadership qualities make him an effective Chairman. Lord Blackwell was previously the Chairman of Scottish Widows Group, and Interserve plc, Director of Group Development at NatWest Group, a Senior Independent Director of Standard Life and also chaired their UK Life and Pensions Board. His past Non-Executive Directorships have included Halma plc, Dixons Group, SEGRO and Ofcom. He was Head of the Prime Minister’s Policy Unit from 1995 to 1997 and was appointed a Life Peer in 1997. He has an MA in Natural Sciences from the University of Cambridge, a Ph.D in Finance and Economics and an MBA from the University of Pennsylvania.

 

External appointments: Governor of the Yehudi Menuhin School.

 

Anita Frew

Deputy Chairman and Independent Director

 

Age: 59

 

Chairman of the Remuneration Committee, member of the Audit Committee, the Board Risk Committee, the Nomination and Governance Committee and the Responsible Business Committee.

 

Appointed: December 2010 (Board), May 2014 (Deputy Chairman)

 

Skills and experience: Anita has significant board, financial and general management experience across a range of sectors, including banking, asset and investment management, manufacturing and utilities. She was previously Chairman of Victrex plc, the Senior Independent Director of Aberdeen Asset Management and IMI plc, an Executive Director of Abbott Mead Vickers, a Non-Executive Director of Northumbrian Water and has held various investment and marketing roles at Scottish Provident and the Royal Bank of Scotland. Her extensive board level, asset and investment management experience makes her a strong Deputy Chairman and Chairman of the Remuneration Committee. She has a BA (Hons) in International Business from the University of Strathclyde, a MRes in Humanities and Philosophy from the University of London and an Honorary DSc for contribution to industry and finance from the University of Cranfield.

 

External appointments: Chairman of Croda International Plc and a Non-Executive Director of BHP Billiton.

 

Alan Dickinson

Independent Director

 

Age: 66

 

Chairman of the Board Risk Committee, member of the Audit Committee, the Remuneration Committee and the Nomination and Governance Committee.

 

Appointed: September 2014

 

Skills and experience: Alan is a highly regarded retail and commercial banker having spent 37 years with the Royal Bank of Scotland, most notably as Chief Executive of RBS UK. More recently, he was a Non-Executive Director of Willis Limited and Chairman of its Risk Committee. He was formerly

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MANAGEMENT AND EMPLOYEES

 

Chairman of Brown, Shipley & Co. Limited and a Non-Executive Director of Nationwide Building Society where he was Chairman of its Risk Committee. Alan’s strategic focus and core banking experience complements the balance of skills on our Board and makes him ideal for the role of Chairman of the Board Risk Committee. He is a Fellow of the Chartered Institute of Bankers and the Royal Statistical Society and has an MBA from the Manchester Business School and a Bachelor of Science from the University of Birmingham.

 

External appointments: Chairman of Urban & Civic plc and a Governor of Motability.

 

Simon Henry

Independent Director

 

Age: 55

 

Member of the Audit Committee and the Board Risk Committee.

 

Appointed: June 2014

 

Skills and experience: Simon has deep international experience in board level strategy and execution. His extensive knowledge of financial markets, treasury and risk management and his qualification as an Audit Committee Financial Expert is of particular value in our Board Risk and Audit Committees. Simon has a BA in Mathematics, an MA from the University of Cambridge and is a fellow of the Chartered Institute of Management Accountants.

 

External appointments: Chair of the European Round Table CFO Taskforce, Member of the Main Committee of the 100 Group of UK FTSE CFOs, the Advisory Panel of CIMA and of the Advisory Board of the Centre for European Reform. Non-Executive Director of Rio Tinto plc and Rio Tinto Limited (from 1 July 2017). Chief Financial Officer and Executive Director of Royal Dutch Shell plc until 9 March 2017 and will remain available to his successor and the Board of Royal Dutch Shell plc to assist with transition until 30 June 2017.

 

Nick Luff

Independent Director

 

Age: 49

 

Chairman of the Audit Committee, member of the Board Risk Committee and the Nomination and Governance Committee.

 

Appointed: March 2013

 

Skills and experience: Nick has significant financial experience in the UK listed environment having served in a number of senior finance positions within a range of sectors. His background and experience enables him to fulfil the role of Audit Committee Chair and, for SEC purposes, the role of Audit Committee Financial Expert. Nick was previously the Group Finance Director of Centrica plc, Finance Director of The Peninsular & Oriental Steam Navigation Company and Chief Financial Officer of P&O Princess Cruises plc. He previously served as a Non-Executive Director and was the Audit Committee Chair of QinetiQ Group plc. He is a Mathematics graduate from the University of Oxford and a Chartered Accountant.

 

External appointments: Executive Director and Chief Financial Officer of RELX Group.

 

Deborah McWhinney

Independent Director

 

Age: 61

 

Member of the Audit Committee and the Board Risk Committee.

 

Appointed: December 2015

 

Skills and experience: Deborah has an extensive executive background in managing technology, operations and new digital innovations across banking, payments and institutional investment. She broadens the Board’s diversity from a global market perspective. Deborah is a former Chief Executive Officer, Global Enterprise Payments and President, Personal Banking and Wealth Management at Citibank. She was previously President of Institutional Services at Charles Schwab Corporation and held executive roles at Engage Media Services Group, Visa International and Bank of America, where she held senior roles in Consumer Banking. She holds a BSc in Communications from the University of Montana.

 

External appointments: Member of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, Independent Director of Fluor Corporation and IHS Markit Ltd, a Trustee of the California Institute of Technology and of the Institute for Defense Analyses.

 

Nick Prettejohn

Independent Director and Chairman of Scottish Widows Group

 

Age: 56

 

Member of the Audit Committee and the Board Risk Committee.

 

Appointed: June 2014

 

Skills and experience: Nick has significant financial services experience, particularly in insurance where he has served as Chief Executive of Lloyd’s of London and Prudential UK and Europe as well as Chairman of Brit Insurance. He is a former Non-Executive Director of the Prudential Regulation Authority and of Legal & General Group Plc as well as Chairman of the Financial Services Practitioner Panel. He has the knowledge and experience to provide valuable insight and contribute effectively as a Non-Executive Director and Member of the Audit Committee and Risk Committee as well as the governance experience and leadership qualities to chair Scottish Widows Group. Nick has a First Class Degree in Philosophy, Politics and Economics from Balliol College, University of Oxford.

 

External appointments: Member of the BBC Trust (until 31 March 2017), Chairman of the Britten-Pears Foundation, the Royal Northern College of Music and the Financial Conduct Authority’s Financial Advice Working Group.

 

Stuart Sinclair

Independent Director

 

Age: 63

 

Member of the Board Risk Committee and the Remuneration Committee.

 

Appointed: January 2016

 

Skills and experience: Stuart has extensive experience in retail banking, insurance and consumer finance. He is a former Non-Executive Director of TSB Banking Group plc, TSB Bank plc, LV Group and Virgin Direct. In his executive career, he was President and Chief Operating Officer of Aspen

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MANAGEMENT AND EMPLOYEES

 

Insurance after spending nine years with General Electric, as Chief Executive Officer of the UK Consumer Finance business then President of GE Capital China. Before that he was Chief Executive Officer of Tesco Personal Finance and Director of UK Retail Banking at the Royal Bank of Scotland. He was a Council member of The Royal Institute for International Affairs (Chatham House). He has an MA in Economics from the University of Aberdeen and an MBA from the University of California.

 

External appointments: Non-Executive Director and Chair of the Risk Committee at Provident Financial plc, Senior Independent Director and Chair of Risk at QBE Insurance (Europe) Limited and Senior Independent Director and Chair of Risk at Swinton Group Limited.

 

Anthony Watson CBE

Senior Independent Director

 

Age: 71

 

Member of the Audit Committee, the Board Risk Committee, the Remuneration Committee and the Nomination and Governance Committee.

 

Appointed: April 2009 (Board), May 2012 (Senior Independent Director)

 

Skills and experience: Tony is our Senior Independent Director and with over 40 years of experience in the investment management industry and related sectors, he is well placed to carry out this role. His former positions include Chief Executive of Hermes Pensions Management and Chairman of the Asian Infrastructure Fund, MEPC, the Marks & Spencer Pension Trustees and of the Strategic Investment Board (Northern Ireland). He is also a former Member of the Financial Reporting Council, a Senior Independent Director of Hammerson and a Non-Executive Director of the Shareholder Executive and Vodafone Group. He has a BSc (Hons) in Economics from Queen’s University Belfast, a Diploma in Security Analysis from the New York Institute of Finance and is a Barrister at Law, England and Wales.

 

External appointments: Senior Independent Director of Witan Investment Trust, Chairman of the Lincoln’s Inn Investment Committee and a member of the Norges Bank Investment Management Corporate Governance Advisory Board.

 

Sara Weller CBE

Independent Director

 

Age: 55

 

Chairman of the Responsible Business Committee, member of the Board Risk Committee and the Remuneration Committee.

 

Appointed: February 2012

 

Skills and experience: With a background in retail and associated sectors, including financial services, Sara brings a broad perspective to the Board. She is a passionate advocate of customers, the community, financial inclusion and the development of digital skills which directly support Lloyds Banking Group’s strategy and her role as Chairman of the Responsible Business Committee. Sara has considerable experience of boards at both executive and non-executive level. Her previous appointments include Managing Director of Argos, various senior positions at J Sainsbury including Deputy Managing Director, Lead Non-Executive Director at the Department of Communities and Local Government, a Non-Executive Director of Mitchells & Butlers as well as a number of senior management roles for Abbey National and Mars Confectionery. She has an MA in Chemistry from Oxford University.

 

External appointments: Non-Executive Director of United Utilities Group and Chair of their Remuneration Committee, a Governing Council Member of Cambridge University, Chairman of the Planning Inspectorate and Board member at the Higher Education Funding Council.

 

EXECUTIVE DIRECTORS

 

António Horta-Osório

Executive Director and Group Chief Executive

 

Age: 53

 

Appointed: January 2011 (Board), March 2011 (Group Chief Executive)

 

Skills and experience: António brings extensive experience in, and understanding of, both retail and commercial banking. This has been built over a period of more than 30 years, working both internationally as well as in the UK. António’s drive, enthusiasm and commitment to customers, along with his proven ability to build and lead strong management teams, brings significant value to all stakeholders of Lloyds Banking Group. Previously he worked for Goldman Sachs, Citibank and held various senior management positions at Grupo Santander before becoming its Executive Vice President. He was a Non-Executive Director of Santander UK and subsequently its Chief Executive. He is also a former Non-Executive Director of the Court of the Bank of England and Governor of the London Business School. António has a Degree in Management & Business Administration from the Universidade Católica Portuguesa, an MBA from INSEAD and has completed the Advanced Management Program at Harvard Business School.

 

External appointments: Non-Executive Director of EXOR N.V., Fundação Champalimaud and Sociedade Francisco Manuel dos Santos in Portugal, a member of the Board of Stichting INPAR and Chairman of the Wallace Collection.

 

George Culmer

Executive Director and Chief Financial Officer

 

Age: 54

 

Appointed: May 2012 (Board)

 

Skills and experience: George has extensive operational and financial expertise including strategic and financial planning and control. He has worked in financial services in the UK and overseas for over 25 years. George was an Executive Director and Chief Financial Officer of RSA Insurance Group, the former Head of Capital Management of Zurich Financial Services and Chief Financial Officer of its UK operations as well as holding various senior management positions at Prudential. He is a Non-Executive Director of Scottish Widows. George is a Chartered Accountant and has a history degree from the University of Cambridge.

 

External appointments: None.

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COMPENSATION

 

Juan Colombás

Executive Director and Chief Risk Officer

 

Age: 54

 

Appointed: January 2011 (Chief Risk Officer), November 2013 (Board)

 

Skills and experience: Juan has significant banking and risk management experience, having spent 31 years working in these fields both internationally and in the UK. Juan is responsible for developing the Group’s risk framework, recommending its risk appetite and ensuring that all risks generated by the business are measured, reviewed and monitored on an ongoing basis. He was previously the Chief Risk Officer and an Executive Director of Santander’s UK business. Prior to this position, he held a number of senior risk, control and business management roles across the Corporate, Investment, Retail and Risk Divisions of the Santander Group. He has served as the Group’s Chief Risk Officer and as a member of the Group Executive Committee since January 2011. Juan has a BSc in Industrial Chemical Engineering from the Universidad Politécnica de Madrid, a Financial Management degree from ICADE School of Business and Economics and an MBA from the Institute de Empresa Business School.

 

External appointments: Vice Chairman of the International Financial Risk Institute.

 

EMPLOYEES

 

As at 31 December 2016, the Group employed 70,433 people (on a full-time equivalent basis), compared with 75,306 at 31 December 2015 and 84,490 at 31 December 2014. At 31 December 2016, 69,649 employees were located in the UK, 394 in continental Europe, 328 in the Americas, and 62 in the rest of the world. At the same date, 29,639 people were employed in Retail, 5,816 in Commercial Banking, 3,399 in Consumer Finance, 1,874 in Insurance, 19,213 in Group Operations and 10,492 in other functions.

 

The Group has Codes of Responsibility which apply to all employees. The Codes of Responsibility can be found at: www.lloydsbankinggroup.com/Responsible-Business.

 

DIRECTORS’ REMUNERATION

 

The Committee’s focus goes beyond executive pay to ensure that the interests of all colleagues and shareholders are considered fairly and consistently.

 

KEY MESSAGES

 

– Remuneration review concluded in 2016, resulting in revised Reward Principles and variable remuneration design aligned to the Group’s strategic priorities.
   
– Strong financial performance overall and further progress against strategic priorities, supporting bonus outcome of £392.9 million. This included a 19 per cent downward collective adjustment and equates to 4.8 per cent of pre-bonus underlying profit.
   
– Executive Director 2016 bonus awards approximately 77 per cent of maximum.
   
– Executive Director single figure remuneration outcomes approximately 35 per cent lower than 2015, with 2014 Long-Term Incentive Plan awards vesting at 55 per cent of maximum.
   
– Consistent 2 per cent base salary budget applied to all colleagues, including Executive Directors.
   
– To build a long-term ownership culture, all colleagues will, for the first time, receive an award of shares under the new Group Ownership Share Plan.

 

On behalf of the Board and as Chair of the Group’s Remuneration Committee, I have pleasure in presenting the Directors’ remuneration report for the year ended 31 December 2016. I am very grateful for the continued support and engagement we have had with shareholders and their representative bodies, especially during consultations on the outcomes of the remuneration review which I outlined in last year’s statement and which was a key priority for 2016.

 

OUTCOMES OF THE REMUNERATION REVIEW

 

The Committee conducted a full review of the Group’s remuneration arrangements in 2016. The main focus of this review was to ensure the remuneration arrangements support our purpose of helping Britain prosper and align to the Group’s aim of becoming the best bank for customers whilst delivering superior and sustainable returns for shareholders. With this in mind, the Committee simplified and updated the Reward Principles that apply across the Group to ensure they support the strategic priorities, as set out below:

 

 

Further detail is set out in the ‘Summary of the remuneration review’.

 

There are no significant changes to the remuneration policy for Executive Directors that is being put to a binding vote at the 2017 AGM, and the maximum opportunity for both the short-term and long-term elements of variable remuneration will remain the same.

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COMPENSATION

 

FAIR REWARD FOR COLLEAGUES

 

The Committee’s focus goes beyond executive pay. I have engaged with the Group’s recognised unions, and I am keen to ensure that the interests of all colleagues are considered in the Committee’s deliberations. We are mindful of the relationship between pay for executives and more junior colleagues, and to that end have sought to ensure consistency of pay outcomes with a salary budget of 2 per cent applied across the whole Group. In order to ensure that the Committee’s approach to remuneration aligns to Group strategy, I have engaged the Responsible Business Committee in discussions on pay. This dialogue will continue during 2017.

 

In 2016, the Group has completed the moves to ensure that all customer-facing colleagues in Retail are now incentivised by reference to Balanced Scorecard metrics, rather than individual or branch level sales or product targets. This change ensures that colleagues are rewarded for action and behaviour that puts customers first. All variable remuneration decisions take into consideration the Group’s Value, Codes of Responsibility, and the Conduct Pillars (Integrity, Compliance and Competence).

 

SHARING IN THE GROUP’S PERFORMANCE

 

As part of considering the structure of remuneration, the Committee concluded that it was important all colleagues should understand that they share in the overall performance of the Group alongside other stakeholders. The short-term variable remuneration element that supports this will be known as the ‘Group Performance Share plan’.

 

The plan outcome will be determined ‘top-down’ as a percentage of the Group’s underlying profit, modified based on the Group’s Balanced Scorecard performance and any collective adjustment for risk and conduct matters. The clear and transparent link between risk-adjusted profit and the Group Performance Share plan outcome ensures direct alignment between the interests of colleagues (including Executive Directors) and shareholders.

 

BUILDING A LONG-TERM OWNERSHIP CULTURE

 

The Group promotes the broadest possible share ownership by colleagues to build a culture of acting as stewards of the long-term interests of the Group.

 

Over 80 per cent of colleagues hold an interest in the Group through participation in one of our existing share plans. To achieve 100 per cent share ownership, for the first time in 2017, all colleagues in the Group will receive an award of shares valued at £200, which they will be required to hold for at least three years. We will look to repeat awards in future years, dependent on delivering against the Group’s strategic aims.

 

Executive-level share ownership is high, with all Executive Director shareholdings well above their minimum requirement under the shareholding policy. The Group Chief Executive’s current shareholding significantly exceeds the level required, as detailed in the annual report on remuneration.

 

To align with the culture of broader share ownership, the long-term element of variable remuneration will be known as the ‘Group Ownership Share plan’. This plan incentivises and rewards Executive Directors and senior colleagues against Group financial and strategic objectives designed to deliver superior and sustainable long-term returns for shareholders. Executives will build a direct ownership interest in the Group if those strategic objectives are met over the three-year performance period. The Committee decided that the performance measures for the 2017 awards should align to the revised Reward Principles, and with that, the Group’s strategic priorities.

 

REMUNERATION OUTCOMES FOR 2016

 

The Group has delivered strong financial performance in 2016 following further strategic progress. Underlying profit was £7.9 billion and statutory profit has more than doubled to £4.2 billion. The Group’s balance sheet remains strong and capital generation of approximately 190 basis points has enabled the Group to increase the ordinary dividend, pay a special dividend and fully cover the expected capital impact of the MBNA acquisition.

 

The gross bonus that results from underlying profit modifiers and Balanced Scorecard performance is £484.1 million. In reaching the final decision on the 2016 bonus outcome, the Committee considered the conduct-related provisions, including an additional provision for PPI in 2016. This led to a downward adjustment of 19 per cent resulting in a final bonus outcome for 2016 of £392.9 million. This is an increase of 11 per cent compared to 2015.

 

The Group’s bonus outcome is amongst the lowest of large UK banks and at 4.8 per cent of pre-bonus underlying profit, significantly lower than the Group’s funding limit of 10 per cent of pre bonus underlying profit.

 

A formulaic approach has been used to set the Executive Directors’ bonus awards, consistent with other colleagues across the Group. The Committee determined that bonus awards of between 77 per cent and 78 per cent of maximum should be made to Executive Directors. Each of these awards, as well as the proposed Group Ownership Share awards detailed in the report, reflect the Group’s strong underlying performance against both financial and Balanced Scorecard metrics.

 

The long-term incentive plan (LTIP) awards made in 2014 are proposed to vest at 55 per cent, reflecting performance in the period to 31 December 2016.

 

Overall, the total remuneration for the Executive Directors is down by around 35 per cent compared to 2015. Further details on the reward outcomes for Executive Directors are outlined in the annual report on remuneration.

 

The Group’s approach to deferral of total variable remuneration ensures that both the short-term and long-term elements are subject to deferral in a way that results in a slower release of variable remuneration than the minimum regulatory requirements. In line with the new PRA remuneration requirements for PRA Senior Managers, the Group Ownership Share element is deferred over seven years with pro rata vesting between the third and seventh year.

 

Across all colleagues, less than 3.5 per cent of annual bonus plan awards are above £25,000 and relate to high performing colleagues at senior levels. The first £2,000 of any bonus award continues to be paid in cash in March 2017, with the balance deferred in shares which are released periodically over subsequent months and years.

 

2017 EXECUTIVE DIRECTOR SALARIES

 

It was the Committee’s intent that Executive Director salary increases remain aligned with the 2 per cent budget for all colleagues. With that principle in mind, the Committee proposes to increase the base salaries of the Chief Financial Officer and the Chief Risk Officer by 2 per cent.

 

As disclosed in the 2015 Directors’ remuneration report, for the first time since 2011, a salary increase was applied in 2016 for the Group Chief Executive to begin to adjust his base salary to the previously disclosed Reference Salary of £1.22 million, which was set relative to the market when he joined in 2011, and for the adjustment to be staged over two years. As a result the second stage of the adjustment to £1.22 million is to be implemented with effect from January 2017, with 2 per cent of the increase delivered in cash and the remainder in shares.

 

2017 ANNUAL GENERAL MEETING

 

Approval for the Directors’ remuneration policy will be sought at the AGM on 11 May 2017; if approved, it will take effect from that date. I hope you will support the resolutions relating to remuneration.

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SUMMARY OF THE REMUNERATION REVIEW

 

ENHANCING THE LINK BETWEEN REMUNERATION AND STRATEGY

 

As part of the review of the Group’s variable remuneration arrangements in 2016, the existing reward principles were simplified and updated to ensure they support the Group’s strategic priorities. The table below shows the link between strategic priorities, the reward principles and performance measures for the Group Ownership Share and Group Performance Share plans. Further detail can be found in the strategic report.

 

Strategic priori-
ties		   Reward principle   Long-term measures
(Group Ownership
Share plan)		   Short-term measures
(Group Performance
Share plan), examples
include:
Creating the best customer experience  

CUSTOMER ALIGNMENT

 

– Rewards action and behaviour which puts customers first

 

– Builds a responsible business plan that helps Britain prosper

 

– Supports the Culture Plan

  

– Net promoter score

 

– FCA total reportable complaints per 1,000 accounts and Financial Ombudsman Service (FOS) uphold rate

 

– Digital active customer base

  

– Helping Britain Prosper Plan

 

– Best Bank for Customers index

 

– Digital active customer base

Becoming simpler and more efficient  

SIMPLE, AFFORDABLE AND MOTIVATING

 

– Flexible and simple

 

– Transparent and understood (by colleagues and other stakeholders)

 

– Motivating awards which colleagues value

  

– Cost:income ratio

 

– Economic profit

   – Cost:income ratio
Delivering sustainable growth  

SHAREHOLDER ALIGNMENT

 

– Supports delivery of long-term, superior and sustainable returns

 

– Promotes sound and effective risk management

 

– Complies with regulations

   – Absolute Total Shareholder Return  

– Underlying profit before tax

 

– Common equity tier 1 (CET1) ratio

 

– PRA stress test

Building the best team  

COMPETITIVE, PERFORMANCE-DRIVEN AND FAIR

 

– Drives successful change towards Bank of the Future

 

– Encourages working together as one team

 

– Delivers fair outcomes, based on performance, not personal characteristics

   – Employee engagement index  

– Performance excellence index

 

– Employee engagement index

 

– Inclusion & Diversity

 

The Group’s remuneration arrangements support its purpose of helping Britain prosper and align to the Group’s aim of becoming the best bank for customers, whilst delivering long-term, superior and sustainable returns for shareholders.

 

The Group believes in offering fair reward. It fosters a performance-driven and meritocratic culture where colleagues share in the collective success of the Group and are rewarded for performance aligned to the long-term sustainable success of the business and the commitment to changing the culture of the Group.

 

The new variable remuneration arrangements have been designed to reinforce the simplified reward principles and maintain a separate short-term and long-term model. Remuneration remains weighted towards the long-term and the design closely aligns to the Group’s strategic priorities. There have not been any changes to the maximum potential under either plan.

 

The graphic below summarises the elements of the Executive Directors’ total remuneration package for 2017.

 

 

SIMPLIFYING THE APPROACH TO SHORT-TERM VARIABLE REMUNERATION: GROUP PERFORMANCE SHARE

 

The Group Performance Share plan provides Executive Directors and colleagues with a reward for delivery against the Group’s short-term financial and strategic priorities. The annual performance share outcome is based on a percentage of the Group’s underlying profit, adjusted by a strategic multiplier based on the Group’s Balanced Scorecard (BSC) metrics and risk matters. This approach replaces the more complex methodology used in recent years where the Group’s total bonus outcome was driven by the aggregate divisional and functional bonus outcomes and provides a clear line of sight for Executive Directors, colleagues and shareholders.

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COMPENSATION

 

In order to ensure that the opportunity under the Group Performance Share plan is not increased when compared to the previous annual bonus plan, the Committee has included threshold and maximum payout levels. The maximum for 2017 is 20 per cent above the underlying profit target and a ‘Top’ rating against Balanced Scorecard objectives. This is consistent with prior years. The threshold is set at 20 per cent below the Group’s underlying profit target.

 

 

LONG-TERM VARIABLE REMUNERATION: GROUP OWNERSHIP SHARE

 

From 2017, the long-term incentive plan will be known as the Group Ownership Share plan to reinforce its link to the Group’s strategic priorities and provide greater shareholder alignment. The Group Ownership Share plan ensures Executive Directors and senior colleagues build an ownership interest in the Group and are motivated by delivering long-term superior and sustainable returns for shareholders. Vesting is subject to future three-year performance with a clear link between measures and key strategic priorities.

 

 

2017 DEFERRAL OF VARIABLE REMUNERATION

 

Under new PRA remuneration requirements, 60 per cent of variable remuneration awarded to PRA Senior Managers must be deferred for seven years with pro rata vesting between the third and seventh year. The Group’s approach ensures that both short-term and long-term variable remuneration is subject to deferral and is more onerous than the minimum PRA requirements, as over 60 per cent of variable remuneration awarded to Executive Directors is deferred under the Group Ownership Share plan and vests over a period of seven years from the date of grant.

 

Due to this more onerous approach under the Group Ownership Share plan, awards for Executive Directors under the Group Performance Share plan are deferred for two years as follows:

 

• 40 per cent will be released in the first year following award;
   
• 40 per cent will be released in the second year; and
   
• the remaining 20 per cent will be released in the third year.

 

The graphic below illustrates how the Group’s deferral approach for Executive Directors (who are PRA Senior Managers for regulatory purposes) continues to be weighted to the long term, underpinning the strategic priority and reward principle of delivering sustainable growth. Any shares released are subject to a further holding period in line with regulatory requirements and market practice. In line with shareholder expectations, no Group Ownership Share awards are unconditionally released until at least five years after grant.

 

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REMUNERATION AT A GLANCE

 

HOW LLOYDS BANKING GROUP PERFORMED

 

KEY PERFORMANCE MEASURES

 

The table below illustrates outcomes against the Group’s key performance measures relevant to remuneration.

 

The annual bonus outcome is driven by a combination of Group underlying profit and Balanced Scorecard performance. The long-term incentive plan measures Group performance over a three-year period, using a range of financial and strategic measures.

 

Measure  2016    2015  
Underlying profit before tax   £7,867m     £8,112m1
Group Balanced Scorecard   Strong plus     Strong  
Economic profit   £3,377m   £2,233m
Total Shareholder Return (TSR)          
Per annum for the three years ended 31 December   (5%)   16.6%
Cost:income ratio   48.7%2   49.3%
Net promoter score   62.7     59.3  
Digital active customer base   12.5m   11.5m
Employee engagement index   71     71  

 

1The underlying profit result used for remuneration purposes was £7,994 million (excluding TSB).
  
2The adjusted cost:income ratio result used for remuneration purposes was 50.5 per cent.

 

ANNUAL BONUS PLAN OUTCOME

 

The Group has delivered strong financial performance in 2016 following further strategic progress. In reaching the decision on the 2016 bonus outcome, the Committee considered the conduct-related provisions, including an additional provision for PPI in 2016. This led to a downward adjustment of 19 per ent.

 

The total bonus award as a percentage of pre-bonus underlying profit before tax increased from 4.2 per cent in 2015 to 4.8 per cent in 2016. This compares favourably to shareholder return from dividend payments over the same period which increased to 26.3 per cent of underlying profit and remains significantly lower than the Group’s funding limit of 10 per cent of pre bonus underlying profit.

 

For Executive Directors, awards of between 77 per cent and 78 per cent of maximum opportunity were determined reflecting Group and individual performance.

 

 

LONG-TERM INCENTIVE PLAN OUTCOME

 

The Group has delivered a good financial performance over the performance period of the 2014 Long-Term Incentive Plan (LTIP) awards, continuing to transform the business for the benefit of its shareholders. Performance was measured over three financial years ended 31 December 2016. The performance conditions attached to these awards and actual performance are set out in the table below. At the end of the performance period, it has been assessed that awards will vest at 55 per cent of maximum. Executive Directors are required to retain any shares vesting for a further two years post vesting.

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COMPENSATION

 

 

1Adjusted total costs.
  
2FCA reportable complaints per 1,000 for the period up to and including H1 2016 and formally closed FCA complaints per 1,000 accounts for the period from H2 2016. Both exclude PPI complaints, any complaints received via Claims Management Companies (CMC) and any complaints relating to TSB activity. With the introduction of the FCA guidance contained in PS15/19 applicable from 1 July 2016, the complaint classification and reporting for the original metric ceased on 30 June 2016. Accordingly, the Remuneration Committee has rebased the original 2014 metrics in line with the new FCA reporting regime. The Remuneration Committee considers the rebased targets equally stretching.

 

EXECUTIVE DIRECTOR REMUNERATION OUTCOMES

 

The charts below summarise the Executive Directors’ remuneration for the years ended 31 December 2015 and 2016.

 

 

12016 bonus, awarded in March 2017.
  
22014 LTIP vesting and dividend equivalents awarded in shares were confirmed by the Remuneration Committee at its meeting on 15 February 2017. The average share price between 1 October 2016 and 31 December 2016 (58.30 pence) has been used to calculate the value. The shares were awarded in 2014 based on a share price of 78.878 pence.

 

DIRECTORS’ FIXED REMUNERATION FOR 2017

 

BASE SALARY

 

2017 base salaries will be as follows:

 

Group Chief Executive: £1,220,000 (1 January 2017)

Chief Financial Officer: £764,070 (1 April 2017)

Chief Risk Officer: £753,458 (1 January 2017)

 

FIXED SHARE AWARD

 

The levels of award set for 2017 remain unchanged and are as follows:

 

Group Chief Executive: £900,000

Chief Financial Officer: £504,000

Chief Risk Officer: £497,000

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COMPENSATION

 

DIRECTORS’ REMUNERATION POLICY

 

Approval for this remuneration policy will be sought at the AGM on 11 May 2017 and, if approved, will take effect from that date.

 

It is intended that approval of the remuneration policy will be sought at three-year intervals, unless amendments to the policy are required, in which case further shareholder approval will be sought. Information on how the Policy will be implemented in 2017 is included in the annual report on remuneration.

 

The Group’s policy continues to help ensure that the remuneration proposition is both cost effective and enables the Group to attract and retain executives of the highest calibre. The objective is to align individual reward with the Group’s performance, the interests of its shareholders and a prudent approach to risk management. In this way, the requirements of the major stakeholders are balanced: customers, shareholders, employees, and regulators.

 

The policy is based on principles which are applicable to all employees within the Group and, in particular, the principle that the reward package should support the delivery of the Group’s purpose of helping Britain prosper and the strategic aim of becoming the best bank for customers whilst delivering long-term superior and sustainable returns to shareholders. It fosters a performance-driven and meritocratic culture, encourages effective risk disciplines and is in line with relevant regulations and codes of best practice. There is no significant difference between the policy for Executive Directors and that for other senior employees. If a significant difference for any individual were proposed, this would be subject to approval by the Remuneration Committee (within regulatory requirements). The table below summarises how the policy applies across the Group.

 

            Group Executive   Other Material      
        Executive Directors   Committee   Risk Takers   Other employees  
Fixed   Base salary          
    Fixed share award1          
    Pension and benefits          
Variable   Short-term incentive          
    Long-term incentive       1   1  

 

1Eligibility based on seniority, grade and role.

 

CONSIDERATION OF SHAREHOLDERS’ AND EMPLOYEES’ VIEWS

 

The Group is committed to regular dialogue with stakeholders. In formulating the policy, the Remuneration Committee has consulted extensively with a number of shareholders and key stakeholders, such as the Group’s main regulators, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). The following topics were discussed:

 

–Alignment of variable remuneration to Group strategic priorities
  
–Structure of variable remuneration
  
–Latest regulatory requirements
  
–Latest shareholder guidelines

 

Formal consultation on the remuneration of Executive Directors is not undertaken with employees and no formal remuneration comparison measurements were used. However, surveys are undertaken semi-annually on employee engagement and discussion on the Group’s remuneration approach takes place with union representatives during the annual pay review cycle and on relevant employee reward matters, on which the Remuneration Committee receives and considers relevant feedback. In addition, the Remuneration Committee has reviewed equal pay analysis undertaken by an independent third party and will continue to monitor this on an ongoing basis.

 

Colleague opinion is also sought through regular engagement surveys. This includes questions relating to remuneration, the results of which in 2016 positioned colleague satisfaction with the Group’s reward arrangements, including the link to performance, above the high performing norm of UK companies.

 

REMUNERATION POLICY TABLE FOR EXECUTIVE DIRECTORS

 

BASE SALARY

 

Purpose and link to strategy   To support the recruitment and retention of Executive Directors of the calibre required to develop and deliver the Group’s strategic priorities. Base salary reflects the role of the individual, taking account of market competitiveness, responsibilities and experience, and pay in the Group as a whole.
Operation   Base salaries are typically reviewed annually with any increases normally taking effect from 1 January. When determining and reviewing base salary levels, the Committee takes into account base salary increases for employees throughout the Group and ensures that decisions are made within the following two parameters:
    – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective job-sizing methodologies.
    – Pay for comparable roles in comparable publicly listed financial services groups of a similar size. Salary may be paid in sterling or other currency and at an exchange rate determined by the Committee.
Maximum potential   The Committee will make no increase which it believes is inconsistent with the two parameters above. Increases will normally be in line with the increase awarded to the overall employee population. However, a greater salary increase may be appropriate in certain circumstances, such as a new appointment made on a salary below a market competitive level, where phased increases are planned, or where there has been an increase in the responsibilities of an individual. Where increases are awarded in excess of the wider employee population, the Committee will provide an explanation in the relevant annual report on remuneration.
Performance measures   N/A
126

COMPENSATION

 

Changes   Previously, the Group Chief Executive (GCE) had a reference salary of £1.22 million which was used to calculate certain elements of long-term remuneration and the pension allowance. Due to the GCE’s base salary being increased to his reference salary (effective from 1 January 2017), the concept of reference salary is being removed. Elements of long-term remuneration and the pension allowance which were previously calculated with regard to reference salary will be calculated with regard to the GCE’s base salary.
FIXED SHARE AWARD      
Purpose and link to strategy   To ensure that total fixed remuneration is commensurate with role and to provide a competitive reward package for Executive Directors with an appropriate balance of fixed and variable remuneration, in line with regulatory requirements.
Operation   The fixed share award will initially be delivered entirely in Lloyds Banking Group shares, released over five years with 20 per cent being released each year following the year of award. The Committee can, however, decide to deliver some or all of it in the form of cash.
Maximum potential   The maximum award is 100 per cent of base salary.
Performance measures   N/A
Changes   No change to policy
PENSION    
Purpose and link to strategy   To provide cost effective and market competitive retirement benefits, supporting Executive Directors in building long-term retirement savings.
Operation   Executive Directors are entitled to participate in the Group’s defined contribution scheme with company contributions set as a percentage of salary.
    An individual may elect to receive some or all of their pension allowance as cash in lieu of pension contribution.
Maximum potential   The maximum allowance for the GCE is 50 per cent of base salary less any flexible benefits allowance.
    The maximum allowance for other Executive Directors is 25 per cent of base salary.
Performance measures   N/A
Changes   No change to policy for existing Executive Directors. All future appointments as Executive Directors will attract a maximum allowance of 25 per cent of base salary.
BENEFITS      
Purpose and link to strategy   To provide flexible benefits as part of a competitive remuneration package.
Operation  

Benefits may include those currently provided and disclosed in the annual report on remuneration.

 

Core benefits include a company car or car allowance, private medical insurance, life insurance and other benefits that may be selected through the Group’s flexible benefits plan.

 

Additional benefits may be provided to individuals in certain circumstances such as relocation. This may include benefits such as accommodation, relocation, and travel. The Committee retains the right to provide additional benefits depending on individual circumstances.

 

When determining and reviewing the level of benefits provided, the Committee ensures that decisions are made within the following two parameters:

    – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective job-sizing methodologies.
    – Benefits for comparable roles in comparable publicly listed financial services groups of a similar size.
Maximum potential   The Committee will make only increases in the benefits currently provided which it believes are consistent with the two parameters above. Executive Directors receive a flexible benefits allowance, in line with all other employees. The flexible benefits allowance does not currently exceed 4 per cent of base salary.
Performance measures   N/A
Changes   No change to policy
ALL-EMPLOYEE PLANS      
Purpose and link to strategy   Executive Directors are eligible to participate in HMRC-approved share plans which promote share ownership by giving employees an opportunity to invest in Group shares.
Operation   Executive Directors may participate in these plans in line with HMRC guidelines currently prevailing (where relevant), on the same basis as other eligible employees.
Maximum potential   Participation levels may be increased up to HMRC limits as amended from time to time. The monthly savings limits for Save As You Earn (SAYE) is currently £500. The maximum value of shares that may be purchased under the Share Incentive Plan (SIP) in any year is currently £1,800 with a two-for-one match. Currently a three-for-two match is operated up to a maximum employee investment of £30 per month.
    The maximum value of free shares that may be awarded in any year is £3,600.
Performance measures   N/A
Changes   No change to policy
127

COMPENSATION

 

GROUP PERFORMANCE SHARE PLAN
Purpose and link to strategy   To incentivise and reward the achievement of the Group’s annual financial and strategic targets whilst supporting the delivery of long-term superior and sustainable returns
Operation   Measures and targets are set annually and awards are determined by the Committee after the year end based on performance against the targets set. The Group Performance Share may be delivered partly in cash, shares, notes or other debt instruments including contingent convertible bonds. Where all or part of any award is deferred, the Committee may adjust these deferred awards in the event of any variation of share capital, demerger, special dividend or distribution or amend the terms of the plan in accordance with the plan rules.
    Where an award or a deferred award is in shares or other share-linked instrument, the number of shares to be awarded may be calculated using a fair value or based on discount to market value, as appropriate.
    The Committee applies its judgement to determine the payout level commensurate with business and/or individual performance. The Committee may reduce the level of award (including to zero), apply additional conditions to the vesting, or delay the vesting of deferred awards to a specified date or until conditions set by the Committee are satisfied, where it considers it appropriate as a result of an event occurring before vesting. Awards may be subject to malus and clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation.
Maximum potential   The maximum Group Performance Share opportunities are 140 per cent of base salary for the GCE and 100 per cent of base salary for other Executive Directors.
Performance measures   Measures and targets are set annually by the Committee in line with the Group’s strategic business plan and further details are set out in the annual report on remuneration for the relevant year.
    Measures consist of both financial and non-financial measures and the weighting of these measures will be determined annually by the Committee. The weightings of the performance measures for the 2017 financial year are set out on page 136. All assessments of performance are ultimately subject to the Committee’s judgement, but no award will be made if threshold performance (as determined by the Committee) is not met for financial measures or the individual is rated ‘Developing performer’ or below. The expected value of the Group Performance Share is 30 per cent of maximum opportunity.
    The Committee is committed to providing transparency in its decision making in respect of Group Performance Share awards and will disclose historic measures and target information together with information relating to how the Group has performed against those targets in the annual report on remuneration for the relevant year except to the extent that this information is deemed to be commercially sensitive, in which case it will be disclosed once it is deemed not to be sensitive.
Changes   Due to regulatory changes, Executive Directors can no longer receive dividend equivalents on deferred shares. The number of shares to be awarded may be calculated using a fair or discounted value. If regulatory requirements change, dividend equivalents may be paid. There are no changes to maximum opportunity.
GROUP OWNERSHIP SHARE PLAN
Purpose and link to strategy   To incentivise and reward Executive Directors and senior management to deliver against strategic objectives designed to support the long-term success of the Group and encourage working as a team. It ensures executives build an ownership interest in the Group and are motivated by delivering long-term superior and sustainable returns for shareholders.
Operation   Awards are granted under the rules of the 2016 Long-Term Incentive Plan approved at the AGM on 12 May 2016. Awards are made in the form of conditional shares or nil cost options. Award levels are set at the time of grant, in compliance with regulatory requirements, and may be subject to a discount in determining total variable remuneration under the rules set by the European Banking Authority.
    The number of shares to be awarded may be calculated using a fair value or based on a discount to market value, as appropriate.
    Vesting will be subject to the achievement of performance conditions measured over a period of three years, or such longer period, as determined by the Committee.
    The Committee retains full discretion to amend the payout levels should the award not reflect business and/or individual performance. The Committee may reduce (including to zero) the level of the award, apply additional conditions to the vesting, or delay the vesting of awards to a specified date or until conditions set by the Committee are satisfied, where it considers it appropriate as a result of an event occurring before vesting. Awards may be subject to malus and clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation.
Maximum potential   The maximum annual award for Executive Directors will normally be 300 per cent of salary. Under the plan rules, awards can be made up to 400 per cent of salary in exceptional circumstances.
128

COMPENSATION

 

Performance measures   Measures and targets are set by the Committee annually and are set out in the annual report on remuneration each year. At least 60 per cent of awards are weighted towards typical market (e.g. Total Shareholder Return) and/or financial measures (e.g. economic profit), with the balance on strategic measures.
    25 per cent will vest for threshold performance, 50 per cent for on-target performance and 100 per cent for maximum performance.
    The measures are chosen to support the best bank for customers strategy and to align management and shareholder interests. Targets are set by the Committee to be stretching within the context of the strategic business plan. Measures are selected to balance profitability, achievement of strategic goals and to ensure the incentive does not encourage inappropriate risk-taking.
    Following the end of the relevant performance period, the Committee will disclose in the annual report on remuneration for the relevant year historic measure and target information, together with how the Group has performed against those targets, unless this information is deemed to be commercially sensitive, in which case it will be disclosed once it is deemed not to be sensitive.
Changes   Due to regulatory changes, Executive Directors can no longer receive dividend equivalents on deferred shares. The number of shares to be awarded may be calculated using a fair or discounted value. If regulatory requirements change, dividend equivalents may be paid. There are no changes to maximum opportunity.
DEFERRAL OF VARIABLE REMUNERATION AND HOLDING PERIODS
Operation   The Group Performance Share and Group Ownership Share plans are both considered variable remuneration for the purpose of regulatory payment and deferral requirements. The payment of variable remuneration and deferral levels are determined at the time of award and in compliance with regulatory requirements (which currently require that at least 60 per cent of total variable remuneration is deferred for seven years with pro rata vesting between the third and seventh year, and at least 50 per cent of total variable remuneration is paid in shares or other equity linked instruments subject to a holding period in line with current regulatory requirements).
    A proportion of the aggregate variable remuneration may vest immediately on award. The remaining proportion of the variable remuneration is then deferred in line with regulatory requirements.
Changes   The deferral period has been extended to comply with new regulatory requirements.

 

Further information on which performance measures were chosen and how performance targets are set are disclosed in the relevant sections throughout the report.

 

DISCRETION IN RELATION TO GROUP PERFORMANCE SHARE AND GROUP OWNERSHIP SHARE PLANS

 

The Committee retains discretion with regards to these plans. This relates to:

 

–the timing, size and type of awards and holding periods, subject to policy maxima;
  
–adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events and special dividends);
  
–where qualitative performance measures are used and performance against those measures is not commensurate with the Group’s overall financial performance over the performance period;
  
–adjustment of targets and measures if events occur which cause it to determine that the conditions are no longer appropriate. The Committee also retains the right to change performance targets and measures and the weighting of measures, including following feedback from regulators, shareholders and/or other stakeholders; and
  
–amending the plan rules in accordance with their terms.

 

The exercise of the Committee’s discretion will be disclosed in accordance with regulatory requirements.

 

LEGACY AWARDS AND RESTRICTIONS ON PAYMENTS

 

The Committee reserves the right to make any remuneration payments/awards and any payments/awards for loss of office, notwithstanding that they are not in line with the policy set out above where the terms of the payment/award were agreed (i) before the Directors’ remuneration policy approved by shareholders on 15 May 2014 (the ’2014 policy’) came into effect; (ii) pursuant to the 2014 policy; or (iii) at a time when the relevant individual was not a Director of the Group and, in the opinion of the Committee, the payment/award was not in consideration for the individual becoming a Director of the Group. Such payments/awards will have been set out in the annual report on remuneration for the relevant year. They include awards and payments made under previous approved remuneration policy and payments in relation to deferred bonus awards and long-term incentive awards granted in 2012 and 2013.

 

ILLUSTRATION OF APPLICATION OF REMUNERATION POLICY

 

The charts below illustrate possible remuneration outcomes under the following three scenarios:

 

1.The maximum that may be paid, assuming full Group Performance Share payout and full vesting under the Group Ownership Share plan.
  
2.The expected value of remuneration for performance midway between threshold and maximum, assuming 30 per cent of maximum Group Performance Share opportunity and 50 per cent vesting under the Group Ownership Share plan.
  
3.The minimum that may be paid, where only the fixed element is paid (salary, benefits, pension and the fixed share award).
129

COMPENSATION

 

No share price growth has been assumed. The amounts are based on salaries as at 1 January 2017 (GCE and CRO) and 1 April 2017 (CFO) and implementation of the policy in 2017 as set out in the annual report on remuneration.

 

António Horta-Osório

Value of package (£000)

 

 

George Culmer

Value of package (£000)

 

 

Juan Colombás

Value of package (£000)

 

 

APPROACH TO RECRUITMENT AND APPOINTMENT TO THE BOARD

 

In determining appropriate remuneration arrangements on hiring a new Executive Director, the Committee will take into account all relevant factors. This may include the experience and calibre of the individual, local market practice, the existing remuneration arrangements for other executives and the business circumstances. The Committee will seek to ensure that arrangements are in the best interests of both the Group and its shareholders and will seek not to pay more than is necessary.

 

The Committee may make awards on hiring an external candidate to ‘buy-out’ remuneration arrangements forfeited on leaving a previous employer. In doing so the Committee will take account of relevant factors including any performance conditions attached to these awards, the form in which they were granted (e.g. cash or shares), the currency of the awards, and the timeframe of awards. Any such award made will be made in accordance with the PRA’s Rulebook and made on a comparable basis to those forfeited and subject to malus and clawback at the request of the previous employer as required by the PRA rules.

 

The package will normally be aligned with the remuneration policy as described in the policy report. However, the Committee retains the discretion to make appropriate remuneration decisions outside the standard policy to facilitate the recruitment of an individual of the calibre required and in exceptional cases.

 

This may, for example, include the following circumstances:

 

–An interim recruit, appointed to fill an Executive Director role on a short-term basis.
  
–Exceptional circumstances requiring the Chairman to take on an executive function on a short-term basis.
  
–An Executive Director recruited at a time in the year when it would be inappropriate to provide a Group Performance Share or Group Ownership Share award for that year, for example, where there may be insufficient time to assess performance. In this situation the Committee may feel it appropriate to transfer the quantum in respect of the months employed during the year to the subsequent year so that reward is provided on a fair basis.
  
–An Executive Director recruited from a business or location where benefits are provided that do not fall into the definition of ‘variable remuneration forfeited’ but where the Committee considers it reasonable to buy-out these benefits.
  
– Transitional arrangements for overseas hires, which might include relocation expenses and accommodation.

 

The maximum level of variable remuneration (excluding buy-out awards) that may be awarded to new Executive Directors is equal to 200 per cent of fixed remuneration, including any discount permitted by the European Banking Authority for Group Ownership Share awards. In making any such remuneration decisions, the Committee will apply any appropriate performance measures in line with those applied to other Executive Directors.

 

A full explanation will be provided of any buy-out award or discretionary payment.

130

COMPENSATION

 

SERVICE AGREEMENTS

 

The service contracts of all current Executive Directors are terminable on 12 months’ notice from the Group and six months’ notice from the individual. The Chairman also has a letter of appointment. His engagement may be terminated on six months’ notice by either the Group or him.

 

    Notice to be given by the Group   Date of service agreement
Lord Blackwell   6 months   31 March 2014
António Horta-Osório   12 months   3 November 2010
George Culmer   12 months   1 March 2012
Juan Colombás   12 months   30 November 2010

 

Under his contract (dated 3 November 2010), António Horta-Osório (GCE) is entitled to an amount equivalent to base salary and pension allowance as a payment in lieu of notice if notice to terminate is given by the Group. If notice to terminate is given by the GCE, he is entitled to an amount equivalent to base salary if the Group chooses to make a payment in lieu of notice. Such payments in lieu will be made in monthly instalments subject to mitigation. He is also entitled to six months’ notice from the Group in the event of his long-term incapacity. As part of a buy-out of a pension forfeited on joining from Santander, the GCE is also entitled to the provision of a conditional unfunded pension commitment, subject to performance conditions as described further in the annual report on remuneration. In the event of long-term incapacity, if the GCE does not perform his duties for a period of at least 26 weeks (in aggregate over a 12 month period), the Group shall be entitled to terminate his employment by giving six months’ notice. In all other respects, the terms of the GCE’s contract in relation to payments for loss of office match those set out below for new directors.

 

Under terms agreed when joining the Group, Juan Colombás is entitled to a conditional lump sum benefit, payable either (i) on reaching normal retirement age unless he voluntarily resigns or is dismissed for cause, or (ii) on leaving due to long-term sickness or death, as described further in the annual report on remuneration.

 

The service contracts and letters of appointment are available for inspection at the Company’s registered office.

 

NOTICE PERIODS

 

Newly-appointed Executive Directors will be employed on contracts that include the following provisions:

 

–The individual will be required to give six months’ notice if they wish to leave and the Group will give 12 months’ notice other than for material misconduct or neglect or other circumstances where the individual may be summarily dismissed by written notice. In exceptional circumstances, new joiners will be offered a longer notice period (typically reducing to 12 months within two years of joining).
  
–In the event of long-term incapacity, if the Executive Director does not perform their duties for a period of at least 26 weeks (in aggregate over a 12 month period), the Group shall be entitled to terminate the executive’s employment by giving three months’ notice.
  
–At any time after notice to terminate is given by either the Group or the Executive Director, the Group may require the Executive Director to take leave for some or all of the notice period.
  
–At any time, at its absolute discretion, the Group may elect to terminate the individual’s employment by paying to the Executive Director, in lieu of the notice period, an amount equivalent to base salary, subject to mitigation as described more fully in the termination payments section of this report, below.
131

COMPENSATION

 

TERMINATION PAYMENTS

 

It is the Group’s policy that where compensation on termination is due, it should be paid on a phased basis, mitigated in the event that alternative employment is secured. Where it is appropriate to make a bonus payment (now known as Group Performance Share) to the individual, this should relate to the period of actual service, rather than the full notice period. Any Group Performance Share payment will be determined on the basis of performance as for all continuing employees and will remain subject to performance adjustment (malus and clawback) and deferral. Generally, on termination of employment, Group Performance Share awards, long-term incentive awards (now known as Group Ownership Share) and other rights to payments will lapse except where termination falls within one of the reasons set out below. In the event of redundancy, the individual may receive a payment in line with statutory entitlements at that time. If an Executive Director is dismissed for gross misconduct, the Executive Director will receive normal contractual entitlements until the date of termination and all deferred Group Performance Share and Group Ownership Share awards will lapse.

 

    Base salary   Fixed share award   Pension, benefits and
other fixed remuneration
Resignation   In the case of resignation to take up new employment, paid until date of termination (including any period of leave required by the Group). In the case of resignation for other reasons, base salary will be paid in monthly instalments for the notice period (or any balance of it), offset by earnings from new employment during this period.   Awards continue and are released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination.   Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules).
Redundancy or termination by mutual agreement   Paid until date of termination (including any period of leave required by the Group). In respect of the balance of any notice period, base salary will be paid in monthly instalments, offset by earnings from new employment during this period.   Awards will normally continue and be released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination unless, in the case of mutual agreement, the Committee determines that exceptional circumstances apply in which case shares may be released on termination.   Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules).
Retirement/ill health, injury, permanent disability/death   Paid until date of retirement/death. For ill health, injury or permanent disability which results in the loss of employment, paid for the applicable notice period (including any period of leave required by the Group).   Awards will normally continue and be released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination except for (i) death where shares are released on the date of termination; or (ii) in the case of permanent disability the Committee determines that exceptional circumstances apply in which case shares may be released on the date of termination.   Paid until date of death/ retirement (subject to individual benefit scheme rules). For ill health, injury, permanent disability, paid for the notice period including any period of leave required by the Group (subject to individual benefit scheme rules).
Change of control or merger   N/A   Awards will be payable on the date of the Change of Control and the number of shares subject to the award will be reduced to reflect the shorter accrual period. The Committee may decide that vested awards will be exchanged for (and future awards made over) shares in the acquiring company or other relevant company.   N/A
             
Other reason where the Committee determines that the executive should be treated as a good leaver   Paid until date of termination (including any period of leave required by the Group). In respect of the balance of any notice period, base salary will be paid in monthly instalments, offset by earnings from new employment during this period.   Awards continue and are released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination.   Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules).
132

COMPENSATION

 

    Annual bonus (now known as
Group Performance Share)1		   Long-term incentive (now known as
Group Ownership Share)2		   Chairman and
Non-Executive Director fees3
Resignation   Unvested deferred Group Performance Share awards are forfeited and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier) unless the Committee determines otherwise in exceptional circumstances.   Awards lapse on date of leaving (or on notice of leaving) unless the Committee determines otherwise in exceptional circumstances that they will vest on the original vesting date (or exceptionally on the date of leaving). Where award is to vest it will be subject to the performance conditions and time pro-rating (for months worked in performance period). Malus and clawback will apply.   Paid until date of leaving Board.
Redundancy or termination by mutual agreement   For cases of redundancy, unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Such awards would be subject to deferral, malus and clawback. For termination by mutual agreement, the same approach as for resignation would apply.   Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the performance conditions and time pro-rating (for months worked in performance period). Malus and clawback will apply.   Paid until date of leaving Board.
Retirement/ill health, injury, permanent disability   Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Such awards would be subject to deferral, malus and clawback.   Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the performance conditions and time pro-rating (for months worked in performance period). Malus and clawback will apply.   Paid until date of leaving Board.
Death   Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination. Deferred Group Performance Share awards vest on death in cash, unless the Committee determines otherwise.   Awards vest on death subject to the performance conditions and time pro-rating (for months worked in performance period unless determined otherwise). Malus and clawback will apply.   Paid until date of leaving Board.
Change of control or merger2   In-year Group Performance Share accrued up until date of change of control or merger (current year). Where there is a Corporate Event, deferred Group Performance Share awards vest to the extent and timing determined by the Committee in its absolute discretion.   Awards vest on date of event. Vesting is subject to the performance conditions and time pro-rating (for months worked in performance period unless determined otherwise). Malus and clawback will normally apply. Instead of vesting, awards may be exchanged for equivalent awards over the shares of the acquiring company or another company.   Paid until date of leaving Board.
             
Other reason where the Committee determines that the executive should be treated as a good leaver   Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Deferred Group Performance Share awards vest in line with normal timeframes and are subject to malus and clawback. The Committee may allow awards to vest early if it considers it appropriate.   Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the performance conditions and time pro-rating (for months worked in performance period). Malus and clawback will apply.   Paid until date of leaving Board.

 

1If any Group Performance Share is to be paid to the Executive Director for the current year, this will be determined on the basis of performance for the period of actual service, rather than the full notice period (and so excluding any period of leave required by the Group).
  
2Reference to change of control or merger includes a compromise or arrangement under section 899 of the Companies Act 2006 or equivalent. Fixed share awards may also be released/exchanged in the event of a resolution for the voluntary winding up of the Company; a demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Committee, might affect the current or future value of any award; or a reverse takeover, merger by way of a dual listed company or other significant corporate event, as determined by the Committee. In the event of a demerger, special dividend or other transaction which would in the Committee’s opinion affect the value of awards, the Committee may allow a long-term incentive award to vest to the extent relevant performance conditions are met to that date and if the Committee so determined, on a time pro-rated basis (unless determined otherwise) to reflect the number of months of the performance period worked.
  
3The Chairman is entitled to six months’ notice.
133

COMPENSATION

 

On termination, the Executive Director will be entitled to payment for any accrued but untaken holiday calculated by reference to base salary and fixed share award.

 

The cost of legal, tax or other advice incurred by an Executive Director in connection with the termination of their employment and/or the cost of support in seeking alternative employment may be met up to a maximum of £100,000. Additional payments may be made where required to settle legal disputes, or as consideration for new or amended post-employment restrictions.

 

Where an Executive Director is in receipt of expatriate or relocation expenses at the time of termination (as at the date of the AGM no current Executive Directors are in receipt of such expenses), the cost of actual expenses incurred may continue to be reimbursed for up to 12 months after termination or, at the Group’s discretion, a one-off payment may be made to cover the costs of premature cancellation. The cost of repatriation may also be covered.

 

REMUNERATION POLICY TABLE FOR CHAIRMAN AND NON-EXECUTIVE DIRECTORS

 

The table below sets out the remuneration policy for Non-Executive Directors (NEDs).

 

CHAIRMAN AND NON-EXECUTIVE DIRECTOR FEES

 

Purpose and link to strategy   To provide an appropriate reward to attract and retain a high-calibre individual with the relevant skills, knowledge and experience.
Operation   The Committee is responsible for evaluating and making recommendations to the Board with regards to the Chairman’s fees. The Chairman does not participate in these discussions.
    The GCE and the Chairman are responsible for evaluating and making recommendations to the Board in relation to the fees of the NEDs.
    When determining and reviewing fee and benefit levels, the Committee ensures that decisions are made within the following parameters:
    – The individual’s skills and experience.
    – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective sizing methodologies.
    – Fees and benefits for comparable roles in comparable publicly listed financial services groups of a similar size.
    The Chairman receives an all-inclusive fee, which is reviewed periodically plus benefits including life insurance, car allowance, medical insurance and transportation. The Committee retains the right to provide additional benefits depending on individual circumstances.
    NEDs are paid a basic fee plus additional fees for the chairmanship/membership of committees and for membership of Group companies/boards/non-board level committees.
    Additional fees are also paid to the senior independent director and to the deputy chairman to reflect additional responsibilities.
    Any increases normally take effect from 1 January of a given year.
    The Chairman and the NEDs are not entitled to receive any payment for loss of office (other than in the case of the Chairman’s fees for the six month notice period) and are not entitled to participate in the Group’s bonus, share plan or pension arrangements.
    NEDs are reimbursed for expenses incurred in the course of their duties, such as travel and accommodation expenses, on a grossed-up basis (where applicable).
Maximum potential   The Committee will make no increase in fees or benefits currently provided which it believes is inconsistent with the parameters above.
Performance metrics   N/A
Changes   No change to policy.

 

LETTERS OF APPOINTMENT

 

The Non-Executive Directors all have letters of appointment and are appointed for an initial term of three years after which their appointment may continue subject to an annual review. Non-Executive Directors may have their appointment terminated, in accordance with statute and the articles of association, at any time with immediate effect and without compensation.

 

DATE OF LETTER OF APPOINTMENT

 

Alan Dickinson 26 June 2014 Deborah McWhinney 26 November 2015
Anita Frew 17 November 2010 Nick Prettejohn 1 April 2014
Simon Henry 1 May 2014 Stuart Sinclair 26 November 2015
Dyfrig John 28 October 2013 Anthony Watson 23 February 2009
Nick Luff 25 February 2013 Sara Weller 31 January 2012

 

All Directors are subject to annual re-election by shareholders.

 

The service contracts and letters of appointments are available for inspection at the Company’s registered office.

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ANNUAL REPORT ON REMUNERATION

 

IMPLEMENTATION OF THE POLICY IN 2017

 

It is proposed to operate the policy in the following way in 2017:

 

BASE SALARY

 

The Group has applied a 2 per cent overall salary budget increase for the general population differentiated by performance and market position (with increases of around 4 per cent for strongly performing colleagues). Salary increases of 2 per cent are proposed for the Chief Financial Officer (CFO) and the Chief Risk Officer (CRO).

 

As announced last year, for the first time since 2011 a salary increase was applied in 2016 for the Group Chief Executive to begin to adjust his base salary to the previously disclosed reference salary of £1,220,000 which was set relative to the market when he joined in 2011. After discussing the proposed increase with shareholders, the Remuneration Committee decided to stage the adjustment over two years, with an initial increase to £1,125,000 effective from 1 January 2016 and the second stage increase to £1,220,000 due to be implemented with effect from 1 January 2017. The form of the increase will follow that for 2016, with 2 per cent delivered in cash (in line with other colleagues) and the remainder in shares, held until the government has sold its shareholding in the Group.

 

Salaries will therefore be as follows, effective dates shown below:

 

GCE: £1,220,000 (1 January 2017)
CFO: £764,070 (1 April 2017)
CRO: £753,458 (1 January 2017)

 

Due to the GCE’s base salary being increased in line with his reference salary (effective from 1 January 2017), the concept of a separate reference salary will be removed. Reference salary will therefore no longer be used when calculating certain elements of long-term remuneration and the pension allowance. Instead, these elements will be calculated with reference to the GCE’s base salary.

 

FIXED SHARE AWARD

 

The levels of the 2017 award are unchanged from 2016 and are as follows:

 

GCE: £900,000

CFO: £504,000

CRO: £497,000

 

Shares will be released in equal tranches over a five year period.

 

PENSION

 

Executive Directors are entitled to a pension allowance which they may choose to take as cash in lieu of pension contributions.

The level of allowances has not been increased for 2017.

 

GCE: 50 per cent of base salary less flexible benefits allowance

CFO: 25 per cent of base salary

CRO: 25 per cent of base salary

 

BENEFITS

 

For 2017, the benefits provided to Executive Directors include a car allowance, transportation, private medical insurance, life assurance and other benefits selected through the flexible benefits allowance which is currently capped at 4 per cent of base salary (unchanged from 2016).

 

ALL-EMPLOYEE PLANS

 

Executive Directors are eligible to participate in the Group’s Sharesave and Sharematch plans on the same basis as other employees.

 

GROUP PERFORMANCE SHARE PLAN

 

Opportunity The maximum Group Performance Share opportunity is 140 per cent of base salary for the GCE and 100 per cent of base salary for other Executive Directors (unchanged from 2016). All assessments of performance are ultimately subject to the Committee’s judgement, but no award will be made if threshold performance for the financial measure is not met and/or the individual is rated ‘Developing performer’ or below. The threshold is set at 20 per cent below the Group’s underlying profit target.
Deferral For the 2017 performance year, the Group Performance Share opportunity will be awarded in a combination of cash (up to 50 per cent) and shares. 40 per cent will be released in the first year following award, 40 per cent will be released in the second year and the remaining 20 per cent will be released in the third year. Any shares released are subject to a further holding period in line with regulatory requirements and market practice.
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COMPENSATION

 

Performance measures and targets For 2017, the Group Performance Share will be based on a percentage of the Group’s underlying profit, adjusted by a strategic multiplier of up to 130 per cent based on the Group’s Balanced Scorecard (BSC) metrics and risk matters.
   
  In 2017, at least 75 per cent of performance is weighted towards a financial measure.
   
  Individual awards are adjusted to reflect a balanced scorecard approach with clearly identified performance metrics used to assess Group performance in key areas. Stretching objectives for each division and function are approved around the start of the performance year. The objectives are aligned to the Group’s strategy and split across five categories: Customer, People, Control environment, Building the business and Finance.
   
  Each measure in the Group and divisional/functional BSC is assigned targets aligned to a five-point rating scale. BSC ratings are based on a scale ranging from ‘Under’ (at the lowest level), through ‘Developing’, ‘Good’, ‘Strong’ and up to ‘Top’, which is the highest rating. Each of these ratings may be further differentiated by the addition of ‘minus’ or ‘plus’.
   
   
  The Committee considers the targets that apply to these measures to be commercially sensitive but will provide information on the level of payout relative to the performance achieved in next year’s annual report on remuneration.
   
  The Committee applies its judgement to determine the payout level commensurate with Group, business and/or individual performance.
   
  Performance adjustment is determined by the Remuneration Committee and/or Board Risk Committee and may result in a reduction of up to 100 per cent of the bonus opportunity for the relevant period. It can be applied on a collective or individual basis. When considering collective adjustment, the Senior Independent Performance Adjustment and Conduct Committee (SIPACC) submits a report to the Remuneration Committee and Board Risk Committee regarding any adjustments required to BSCs or the overall bonus outcome to reflect in-year or prior year risk matters.
   
  The application of malus will generally be considered when:
   
  – there is reasonable evidence of employee misbehaviour or material error or that they participated in conduct which resulted in losses for the Group or failed to meet appropriate standards of fitness and propriety;
   
  – there is material failure of risk management at a Group, business area, division and/or business unit level;
   
  – the Committee determines that the financial results for a given year do not support the level of variable remuneration awarded; and/or
   
  – any other circumstances where the Committee consider adjustments should be made.
   
  Judgement on individual performance adjustment is informed by taking into account the severity of the issue, the individual’s proximity to the issue and the individual’s behaviour in relation to the issue. Individual adjustment may be applied through adjustments to BSC assessments and/or through reducing the bonus outcome.
   
  Awards are subject to clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation.
   
  The application of clawback will generally be considered when:
   
  – there is reasonable evidence of employee misbehaviour or material error; or
   
  – there is material failure of risk management at a Group, business area, division and/or business unit level.
   
GROUP OWNERSHIP SHARE PLAN
Opportunity The maximum Group Ownership Share award for Executive Directors is 300 per cent of salary (unchanged from 2016). Awards in 2017 are being made as follows:
   
  GCE: 300 per cent of reference salary
   
  CFO: 275 per cent of base salary
   
  CRO: 275 per cent of base salary
Performance measures and targets 2017 awards will be subject to a three-year performance period with vesting between the third and seventh anniversary of award, on a pro-rata basis. Any shares released are subject to a further holding period in line with regulatory requirements and market practice.
   
  During 2016 and early 2017, the Committee consulted widely with shareholders on appropriate performance measures, particularly the link between performance measures and the Group’s strategic priorities.
   
  The awards made in 2017 will vest based on the Group’s performance against the following key financial and strategic measures:
   
  – Absolute Total Shareholder Return (30 per cent)   – Economic profit (25 per cent)
     
  – Cost:income ratio (10 per cent)   – Strategic measures (35 per cent))
     
  The following table provides a breakdown of these measures and the targets applicable.
   
  The Committee believes that these measures appropriately capture risk management and long-term sustainable growth, aligning management and shareholder interests. Each of the measures aligns to the reward principles and, through that, the Group’s strategic priorities.
   
  Awards are subject to malus and clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation. The Committee may consider the application of malus and clawback as outlined in the Group Performance Share plan section above.
136

COMPENSATION

 

Strategic priorities   Measure   Basis of payout range   Metric   Weighting
Creating the best customer experience   FCA total reportable complaints per 1,000 accounts1 and   Set relative to 2019 targets     See note 1 below     10%  
                 
    Financial Ombudsman Service (FOS) uphold rate (excl PPI)   Average rates over 2019   Threshold: =<29%
Maximum: =<25%		    
    Net promoter score   Major Group average ranking over 2019   Threshold: 3rd
Maximum: 1st		   10%
    Digital active customer base   Set relative to 2019 targets   Threshold: 14.3m
Maximum: 14.9m		   7.5%
Becoming simpler and more efficient   Economic profit2   Set relative to 2019 targets   Threshold: £3,074m
Maximum: £3,769m		   25%
    Cost:income ratio   Set relative to 2019 targets   Threshold: 47.2%
Maximum: 45.7%		   10%
Delivering sustainable growth   Absolute Total Shareholder Return (TSR)   Growth in share price including dividends over three-year period   Threshold: 8%
Maximum: 16%		   30%
Building the best team   Employee engagement index   Set relative to 2019 targets   Threshold: 67%
Maximum: 73%		   7.5%
   
1 The FCA changed the approach to complaint classification and reporting from 30 June 2016. Updated complaint data is not yet available on the new basis, but will be available by the end of the first quarter at which point, or shortly thereafter, the metric will be disclosed.
   
2 A measure of profit taking into account Expected Losses, tax and a charge for equity utilisation.

 

CHAIRMAN AND NON-EXECUTIVE DIRECTOR FEES IN 2017

 

The annual fee for the Chairman was increased by 2 per cent to £728,280, in line with the overall salary budget for the general colleague population.

 

The annual Non-Executive Director fees were reviewed and as result of this review some of the fees were increased, as follows, to reflect market practice in financial services groups of a similar size. These changes took effect from 1 January 2017.

 

   2017  2016  
Basic Non-Executive Director fee  £76,500  £75,000  
Deputy Chairman  £100,000  £100,000  
Senior Independent Director  £60,000  £60,000  
Audit Committee Chairmanship  £70,000  £60,000  
Remuneration Committee Chairmanship  £70,000  £60,000  
Board Risk Committee Chairmanship  £70,000  £60,000  
Responsible Business Committee Chairmanship  £40,000  £40,0004  
Audit Committee membership  £32,000  £30,000  
Remuneration Committee membership  £32,000  £30,000  
Board Risk Committee membership  £32,000  £30,000  
Responsible Business Committee members  £15,0001  £10,0001  
Nomination and Governance Committee membership  £15,0002  £5,0003  
   
1 New members only.
   
2 Including payments to Chairmen of other Committees who are members.
   
3 Where individual was not Chairman of another Committee.
   
4 During 2016, the fee for Chairmanship of the Responsible Business Committee increased from £30,000 to £40,000.

 

Non-Executive Directors may receive more than one of the above fees.

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COMPENSATION

 

REMUNERATION OUTCOME FOR 2016

 

EXECUTIVE DIRECTORS (AUDITED)

 

The following table summarises the total remuneration delivered during 2016 in relation to service as an Executive Director.

 

   António Horta-Osório1   George Culmer   Juan Colombás   Totals 
£000  2016   2015   2016   2015   2016   2015   2016   2015 
Base salary   1,125    1,061    745    731    739    724    2,609    2,516 
Fixed share award   900    900    504    504    497    497    1,901    1,901 
Benefits   143    140    42    41    70    73    255    254 
Other remuneration2   1    2    1    2    1    2    3    6 
Annual bonus   1,220    850    574    462    578    455    2,372    1,767 
Long-term incentive3   1,584    5,183    857    2,804    763    2,496    3,204    10,483 
Pension allowance4   568    568    186    182    185    181    939    931 
Total remuneration   5,541    8,704    2,909    4,726    2,833    4,428    11,283    17,858 
Less: performance adjustment5   –    (234)   –    (65)   –    (3)   –    (302)
Total remuneration less performance adjustment   5,541    8,470    2,909    4,661    2,833    4,425    11,283    17,556 
   
1 2016 base salary increase: 6 per cent (2 per cent in cash and the remainder in shares, held until the government has sold its shareholding in the Group).
   
2 Other remuneration payments comprise income from all employee share plans, which arises through employer matching or discounting of employee purchases.
   
3 The LTIP vesting and dividend equivalents awarded in shares were confirmed by the Remuneration Committee at its meeting on 15 February 2017. The average share price between 1 October 2016 and 31 December 2016 (58.30 pence) has been used to indicate the value. The shares were awarded in 2014 based on a share price of 78.878 pence. LTIP and dividend equivalent figures for 2015 have been adjusted for the share price on the date of vesting (72.75 pence).
   
4 Following changes to the amount of tax relief available on pension contributions in each year, Executive Directors may elect to receive some or all of their allowances as cash. The breakdown of payments made in cash and contributions into the pension scheme are shown below.
   
5 In June 2015, the Group reached a settlement with the Financial Conduct Authority (FCA) with regard to aspects of its Payment Protection Insurance (PPI) complaint handling process during the period March 2012 to May 2013. As a result, the Committee decided to make performance adjustments in respect of bonuses awarded in 2012 and 2013 to the Group Executive Committee and some other senior executives given their ultimate oversight of the PPI operations. The number of shares adjusted was 409,039 for the Group Chief Executive (GCE), 109,464 for the Chief Financial Officer (CFO) and 376,055 for the Chief Risk Officer (CRO) (pro-rated in the above table to reflect his appointment to Executive Director on 29 November 2013). The share price used for the valuation was the market price for a share in the Group at the award dates, 49.29 pence and 78.878 pence, respectively.

 

PENSION AND BENEFITS (AUDITED)

 

             
   António   George   Juan 
Pension/Benefit £  Horta-Osório   Culmer   Colombás 
Employer contribution to pension scheme   9,542    4,492    12,068 
Cash allowance in lieu of pension contribution   558,018    181,862    172,711 
Car or car allowance   12,000    12,183    12,000 
Flexible benefits payments   42,440    29,376    28,968 
Private medical insurance   30,950    760    14,068 
Tax preparation   24,000    –    11,940 
Transportation   33,760    –    2,900 

 

DEFINED BENEFIT PENSION ARRANGEMENTS (AUDITED)

 

The GCE has a conditional unfunded pension commitment, subject to share price performance. This was a partial buy-out of a pension forfeited on joining from Santander Group. It is an Employer-Financed Retirement Benefits Scheme (EFRBS). The EFRBS provides benefits on a defined benefit basis at a normal retirement age of 65. The EFRBS applies for a maximum of six years following the commencement of employment and the maximum allowance over that period is 26.5 per cent of the higher of the GCE’s base salary or reference salary in the 12 months before retirement or leaving, subject to performance conditions. No additional benefit is due in the event of early retirement. The rate of pension accrual in each year depends on share price conditions being met. Accrual at 31 December 2016 is a pension of 6 per cent of the reference salary or £73,200. No new pension entitlement was accrued in 2016.

 

There are no other Executive Directors with defined benefit pension entitlements.

 

Under terms agreed when joining the Group, the CRO is entitled to a conditional lump sum benefit of £718,996 either (i) on reaching normal retirement age unless the CRO voluntarily resigns or is dismissed for cause, or (ii) on leaving due to long-term sickness or death.

 

2014 LTIP VESTING (AUDITED)

 

                      
         Number  Indicative  Indicative  Indicative   
   Number     of shares  share price  value of award  dividend  Indicative
   of shares awarded  Vesting %1  vesting  at vesting  at vesting  equivalent  total value
António Horta-Osório  4,640,077  55%  2,552,042  58.30 pence  £1,487,840  £95,940  £1,583,780
George Culmer  2,510,205  55%  1,380,612  58.30 pence  £804,897  £51,902  £856,799
Juan Colombás  2,234,780  55%  1,229,129  58.30 pence  £716,582  £46,207  £762,789
   
1 For details of the performance outcome please refer to section ‘Long-term awards made in March 2014 vesting for the period ended on 31 December 2016’.
138

COMPENSATION

 

ANNUAL BONUS (AUDITED)

 

The individual bonus awards for Executive Directors are determined in the same way as for colleagues across the Group, with outcomes based on the individual on-target award adjusted for the Group annual bonus outcome and for individual performance outcomes.

 

The Group total bonus outcome is the sum of the divisional and functional bonus outcomes. Performance outcomes are determined by adjusting the Group’s target bonus outcome according to Group underlying profit and Balanced Scorecard performance. These are each used as a modifier to increase or decrease the target bonus outcome in the range of 0 per cent – 145 per cent, subject to an overall funding limit of 10 per cent of pre-bonus underlying profit. A collective performance adjustment is then applied.

 

The individual on-target award is then adjusted for the Group annual bonus outcome and for individual performance outcomes. Awards are approved by the Committee, which has discretion to adjust outcomes for any reason.

 

The approach to determining annual bonus awards is summarised below:

 

 

ANNUAL BONUS OUTCOME FOR 2016 (AUDITED)

 

The target bonus outcome for 2016 (£397.1 million) was adjusted for:

 

(1) Group underlying profit performance

 

A target of £7,572 million was approved by the Board. In line with regulatory requirements, the underlying profit of £7,867 million has been adjusted by the incremental movement in Prudential Valuation Adjustment (PVA) from year-end 2015 to year-end 2016. The adjustment of £126 million reduces the underlying profit figure to £7,741 million, resulting in a modifier of 1.22.

 

 

A balanced scorecard approach with clearly identified performance descriptors is used to assess Group performance in key areas. Stretching objectives for each division and function were approved by the Committee around the start of the performance year. The objectives are aligned to the Group’s strategy and split across five categories: customer, people, control environment, building the business and finance.

139

COMPENSATION

 

APPROACH TO THE BALANCED SCORECARD (BSC)

 

 

Each measure in the Group and divisional/functional BSC is assigned targets aligned to a five-point rating scale.

 

 

 

 

 

 

BSC ratings are based on a scale ranging from ‘Under’ (at the lowest level), through ‘Developing’, ‘Good’, ‘Strong’ and up to ‘Top’, which is the highest rating. Each of these ratings may be further differentiated by the addition of ‘minus’ or ‘plus’. The Committee reviewed performance in depth to determine ratings for the Group and each division and function, including consideration of risk matters arising in 2016. Risk adjustments were approved by the Board Risk Committee.

 

 

 

 

The ratings for each division and function are communicated to all colleagues within the business area to ensure bonus outcomes are transparent and understood. The ratings are considered commercially sensitive; however, as an indication of performance, the overall rating for the Group (as determined by the Committee) was Strong plus and the average of the divisional/functional modifiers applied was 1.26.


 

Key performance factors considered by the Committee in arriving at the performance assessment for the Group included:

 

Strong financial performance Underlying profit was £7.9 billion and statutory profit has more than doubled to £3.9 billion. Despite an additional PPI provision and the challenging macroeconomic environment, the Group remains strongly capital generative with an adjusted CET1 ratio of 13.7 per cent after increased dividend.
Growth in the key customer segments The Group continued to make good progress in growing market share in areas where it is under represented, growing lending to SME clients and in consumer finance.
Lower risk bank Continued efforts to de-risk the bank, combined with sustained improvements in core prudential risks (capital, credit, funding) and a customer centric culture are delivering a lower risk bank. From a credit perspective, asset quality remained strong with no deterioration in the underlying portfolio. Prudent risk appetite and robust risk management framework reflected in lower impaired loans and an improved impaired loan ratio.
Effective cost leadership Cost management remains a strategic priority and the acceleration of cost initiatives in response to the lower interest rate environment has enabled the Group to reduce operating costs by 3 per cent. The market leading cost:income ratio also improved to 48.7 per cent.
Increased dividends Increased ordinary dividend of 2.55 pence per share in 2016 (2015: 2.25 pence), in line with the Group’s progressive and sustainable dividend policy. Additional special dividend of 0.5 pence.
PRA stress test threshold exceeded The resilience of the Group’s capital position was demonstrated again in 2016 when it comfortably exceeded the threshold for the latest PRA stress test and performed well compared to peers.
Customer focus in the business Development and launch of the Customer Journey framework and strategy which will be the basis to manage the Group and its control environment in a customer centric way. Further reductions in the level of customer complaints. Net promotor score continued to improve and is now nearly 50 per cent higher than at the end of 2011.
Culture and reputation Accelerated progress towards the desired culture, developing new Management Information, further embedding the Group Customer First Committee and the work to establish the Customer Journey strategy.
   
  The Group’s reputation with external stakeholders.
   
(3) Collective performance adjustment

Consideration was given to items not factored into the Group underlying profit or divisional or functional Balanced Scorecards. These included the provisions for legacy conduct-related matters relevant to the year. As a result of these items, the Committee approved an overall collective adjustment of £91.2 million or approximately 19 per cent, resulting in a final bonus outcome of £392.9 million as shown in the table below. The bonus outcome of £392.9 million is significantly below the overall funding limit of 10 per cent of pre bonus underlying profit.

 

TOTAL BONUS OUTCOME

140

COMPENSATION

 

INDIVIDUAL OUTCOMES FOR EXECUTIVE DIRECTORS (AUDITED)

 

The individual bonus awards for Executive Directors are determined in the same way as for colleagues across the Group, with outcomes based on annual bonus outcome, weighted by:

 

1. Individual performance
   
2. On-target award

 

Awards are approved by the Committee, which has discretion to adjust outcomes for any reason.

 

ANTÓNIO HORTA-OSÓRIO

 

The Group Chief Executive’s (GCE) individual performance assessment for 2016, as confirmed by the Committee, reflected the Group’s performance as outlined on page 140 and a number of other considerations including:

 

Strong financial performance Improvement in market-leading cost:income ratio delivered, with statutory profit more than doubled and key balance sheet metrics strengthened.
Low risk business model maintained Continued improvement in credit quality of lending portfolio, strong performance in 2016 PRA stress test.
Increased dividends Increase in ordinary dividend to 2.55 pence per share (2015: 2.25 pence) in line with the Group’s progressive and sustainable dividend policy, with additional special dividend of 0.5 pence per share.
Strong employee engagement Employee engagement survey results strengthened despite uncertain economic outlook and announcement of further role reductions – scores significantly higher than UK benchmark and close to UK high-performing benchmark.
Creating the best customer experience Key Customer Journeys across retail and commercial banking and insurance significantly enhanced, leading to improved customer feedback and trust scores as well as complaints reducing from their low levels relative to the sector.
Continued growth in digital channels With 12.5 million online and 8 million mobile banking customers, the Group operates the UK’s largest digital bank, and now meets over 60 per cent of customers’ banking needs digitally.
Supporting the UK economy and helping Britain prosper Remaining the largest lender to first-time buyers and maintaining the recent record of above-market growth in lending to SMEs. Commitments to support communities and charities also exceeded.
Leading the Group’s strategic development Lead Board and executive team in highly impactful exercise to review the impact of digital technology and market change on the ‘Bank of the Future’, enabling the Group to develop critically important plans for the evolution of its business model and technology base.
UKFI reduction in government shareholding Continued successful delivery of the Group’s strategy enabling a significant reduction in the government shareholding to less than 5 per cent. UKFI no longer the Group’s largest shareholder, with £18.5 billion now having been returned to the UK taxpayer at a profit.

 

Based on a full assessment of performance, the Committee agreed an individual rating for 2016 of Strong plus for the GCE, an improvement from Strong in 2015.

 

Expected outcomes are based on individual performance before taking into account a modifier based on underlying profit and the Group BSC, as follows:

 

Rating Under Developing Good Strong Top
Expected outcome as % of salary 0% 0% 42% 91% 140%

 

Following the Committee’s assessment of performance against the underlying profit target and Group BSC objectives, and taking into account the collective performance adjustment of 19 per cent and the improvement to the individual rating of Strong plus, the Committee determined a 2016 bonus award for the GCE of £1,219,537 (108 per cent of salary and 77 per cent of maximum).

 

GEORGE CULMER

 

The Chief Financial Officer’s (CFO) personal performance assessment for 2016, as confirmed by the Committee, reflected a number of considerations including:

 

Strong financial performance Strong financial performance delivered in challenging low interest rate and volatile market environment – key liquidity, funding and capital metrics either strengthened or maintained.
Cost leadership Continued improvement in the Group’s market-leading cost:income ratio to 48.7 per cent (2015: 49.3 per cent) – efficiency programme successfully accelerated in response to customers’ changing preferences.
Strong capital generation Group’s adjusted CET1 capital ratio of 13.7 per cent comfortably above regulatory requirements after increased ordinary dividend of 2.55 pence per share and an additional special dividend of 0.5 pence per share.
Resilient business model ‘Stressed’ CET1 capital and leverage ratios of 10.3 per cent and 4.3 per cent from 2016 regulatory (PRA) stress test comfortably above regulatory requirements and strongest across major UK banking peers.
Successful outcome of ECN court case Successful outcome of ECN (‘enhanced capital notes’) court case – enabling the Group to improve the efficiency of its balance sheet and reduce funding costs.
Well managed external stakeholder relations Well-managed relationships with key external stakeholders, e.g. debt and equity investors, regulators, and credit rating agencies.
141

COMPENSATION

 

Based on a full assessment of performance, the Committee agreed an individual rating for 2016 of Strong plus for the CFO. Expected outcomes are based on individual performance before taking into account a modifier based on underlying profit and the Finance division’s BSC, as follows:

 

Rating Under Developing Good Strong Top
Expected outcome as % of salary 0% 0% 30% 65% 100%

 

Following the Committee’s assessment of performance against the underlying profit target and the Finance division’s BSC objectives, and taking into account the collective performance adjustment of 19 per cent and the individual rating of Strong plus, the Committee determined a 2016 bonus award for the CFO of £574,326 (77 per cent of maximum).

 

JUAN COLOMBÁS

 

The Chief Risk Officer’s (CRO) personal performance assessment for 2016, as confirmed by the Committee, reflected a number of considerations including:

 

Strong risk management framework The Group remains comfortably within risk appetite set by the Board, with strengthened processes and controls, aligning to the Group’s objective of being a low risk bank.
Strengthened management of operational risk Management of operational risk strengthened through the development of a robust control framework for key risk categories.
Credit quality Prudent lending criteria reflected in credit quality across all lending portfolios and reduced gross impairment charges.
Low risk culture and effective controls Low risk culture and effective controls reflected in very low level of financial losses following EU Referendum result and other periods of market volatility.
Effective optimisation of balance sheet Effective optimisation of balance sheet leading to further reductions in risk-weighted assets (RWAs) – in turn supporting capital generation.
Low risk model recognised by the market Group’s low risk model recognised by the market; tight credit default swap (CDS) spreads and resilient credit ratings confer tangible funding cost benefits to the Group.

 

Based on a full assessment of performance, the Committee agreed an individual rating for 2016 of Strong plus for the CRO.

 

Expected outcomes are based on individual performance, before taking into account a modifier based on underlying profit and the Risk division’s BSC, as follows:

 

Rating Under Developing Good Strong Top
Expected outcome as % of salary 0% 0% 30% 65% 100%

 

Following the Committee’s assessment of performance against the underlying profit target and the Risk division’s BSC objectives, and taking into account the collective performance adjustment of 19 per cent and the individual rating of Strong plus, the Committee determined a 2016 bonus award for the CRO of £577,676 (78 per cent of maximum).

 

DEFERRAL

 

The 2016 annual bonus for all Executive Directors is awarded in a combination of cash and shares. 40 per cent of the annual bonus will be released in 2017 (£2,000 cash in March, the remainder in shares), 40 per cent will be released in 2018 and the remaining 20 per cent will be released in 2019, subject to remaining in the Group’s employment. Any shares released are subject to a further holding period in line with regulatory requirements.

 

 

 

The Group’s malus and clawback provisions cover all material risk takers, in line with regulatory requirements. Vested variable remuneration can be recovered from employees for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation. The Committee reserves the right to exercise its discretion in reducing any payment that otherwise would have been earned, if it deems appropriate as a result of an event occurring before vesting.

 

LONG-TERM AWARDS MADE IN MARCH 2014 VESTING FOR THE PERIOD ENDED ON 31 DECEMBER 2016 (AUDITED)

 

Awards (in the form of conditional rights to free shares) in 2014 were made over shares with a value of 300 per cent of reference salary for the GCE and 275 per cent of salary for the CFO and CRO.

142

COMPENSATION

 

The Group has delivered a good financial performance over the performance period of the 2014 Long-Term Incentive Plan (LTIP) awards, continuing to transform the business for the benefit of our shareholders. Performance was measured over three financial years ended 31 December 2016. The performance conditions attached to these awards and actual performance are set out in the table below. At the end of the performance period, it has been assessed that awards will vest at 55 per cent of maximum. Executive Directors are required to retain any shares vesting for a further two years post vesting.

 

 

1 Adjusted total costs.
   
2 FCA reportable complaints per 1,000 for the period up to and including H1 2016 and formally closed FCA complaints per 1,000 accounts for the period from H2 2016. Both exclude PPI complaints, any complaints received via Claims Management Companies (CMC) and any complaints relating to TSB activity. With the introduction of the FCA guidance contained in PS15/19 applicable from 1 July 2016, the complaint classification and reporting for the original metric ceased on 30 June 2016. Accordingly, the Remuneration Committee has rebased the original 2014 metrics in line with the new FCA reporting regime. The Remuneration Committee considers the rebased targets equally stretching.

 

PERCENTAGE CHANGE IN REMUNERATION OF THE GROUP CHIEF EXECUTIVE VERSUS THE WIDER EMPLOYEE POPULATION

 

Figures for ‘All Employees’ are calculated using figures for UK-based colleagues subject to the Group Annual Bonus Plan. This population is considered to be the most appropriate group of employees for these purposes because its remuneration structure is consistent with that of the GCE. For 2016, 46,963 colleagues were included in this category.

 

   % change in
base salary
(2015 – 2016)		   % change in
bonus
(2015 – 2016)		   % change in
benefits
(2015 – 2016)		 
GCE   8.4%1   44%2   2%
All employees   2%3   17%3   2%3

 

1 2 per cent delivered in cash (in line with other colleagues) the remainder in shares.
   
2 The performance rating for the GCE improved from Strong in 2015 to Strong plus in 2016.
   
3 Adjusted for movements in staff numbers and other impacts to ensure a like-for-like comparison.

 

RELATIVE SPEND ON PAY (£M)

 

The graph below illustrates the relative importance of spend on pay (total remuneration of all Group employees) compared with distributions to shareholders. Distributions to shareholders are ordinary and special dividends.

 

 

1 2016: Ordinary and special dividend in respect of the financial year ended 31 December 2016, partly paid in 2016 and partly to be paid in 2017. 2015: Ordinary and special dividend in respect of the financial year ended 31 December 2015, partly paid in 2015 and partly paid in 2016.
   
2 In addition to the annual bonus of £392.9 million awarded in respect of 2016 performance, the Group made Group Ownership Share awards of £47.6 million and paid approximately £84 million under variable pay arrangements used to incentivise customer-facing colleagues, primarily in the Retail division.
143

COMPENSATION

 

LOSS OF OFFICE PAYMENTS AND PAYMENTS WITHIN THE REPORTING YEAR TO PAST DIRECTORS (AUDITED)

 

There were no payments for the loss of office or any other payments made to former Directors during 2016.

 

EXTERNAL APPOINTMENTS HELD BY THE EXECUTIVE DIRECTORS

 

António Horta-Osório – During the year ended 31 December 2016, the Group Chief Executive served as a Non-Executive Director of Exor, Fundação Champalimaud, Stichting INPAR and Sociedade Francisco Manuel dos Santos for which he received fees of £217,098 in total.

 

CHAIRMAN AND NON-EXECUTIVE DIRECTORS (AUDITED)

 

   Fees £000  Taxable benefits £000  Total £000
   2016  2015  2016  2015  2016  2015
Chairman and current Non-Executive Directors                  
Lord Blackwell  714  700  121  121  726  712
Alan Dickinson  195  144  –  –  195  144
Anita Frew  295  236  –  –  295  236
Simon Henry  135  105  –  –  135  105
Nick Luff  165  135  –  –  165  135
Deborah McWhinney  135  9  –  –  135  9
Nick Prettejohn  412  350  –  –  412  350
Stuart Sinclair  135  –  –  –  135  –
Anthony Watson  230  209  –  –  230  209
Sara Weller  171  135  –  –  171  135
Former Non-Executive Directors                  
Carolyn Fairbairn (retired October 2015)  –  88  –  –  –  88
Dyfrig John (retired May 2016)  49  105  –  –  49  105
Total  2,636  2,216  12  12  2,648  2,228

 

1 Car allowance.

 

BREAKDOWN OF NON-EXECUTIVE DIRECTORS’ FEES (£000S)

 

   Board fee  Deputy
Chairman		  Senior
Independent
Director		  Audit
Committee		  Remuneration
Committee		  Board Risk
Committee		  SWG
Board fees1		  Other
Committees		  2016
Total
Alan Dickinson2  75        30  30  60        195
Anita Frew2,3  75  100     30  60  30        295
Simon Henry  75        30     30        135
Dyfrig John  27           11  11        49
Nick Luff2  75        60     30        165
Deborah McWhinney  75        30     30        135
Nick Prettejohn  75        30     30  277     412
Stuart Sinclair  75           30  30        135
Anthony Watson  75     60  30  30  30     54  230
Sara Weller  75           30  30     365  171

 

1 Scottish Widows Group Limited.
   
2 Due to their role as Chairmen of other Board Committees, Alan Dickinson, Anita Frew and Nick Luff do not receive any fees for their membership of the Nomination and Governance Committee.
   
3 As Deputy Chairman, Anita Frew does not receive any fee for membership of the Responsible Business Committee.
   
4 Nomination and Governance Committee.
   
5 Responsible Business Committee.
144

COMPENSATION

 

HISTORICAL TOTAL SHAREHOLDER RETURN (TSR) PERFORMANCE

 

The chart below shows the historical TSR of Lloyds Banking Group plc compared with the FTSE 100 as required by the regulations, rebased as at 31 December 2008. The FTSE 100 index has been chosen as it is a widely recognised equity index of which Lloyds Banking Group plc has been a constituent throughout this period.

 

TOTAL SHAREHOLDER RETURN INDICES – LLOYDS BANKING GROUP AND FTSE 100

 

 

HISTORICAL GROUP CHIEF EXECUTIVE (GCE) REMUNERATION OUTCOMES

 

   GCE  2009  2010  2011  2012  2013  2014  2015  2016
GCE single figure of  J E Daniels  1,121  2,572  855  –  –  –  –  –
remuneration £000  António Horta-Osório  –  –  1,765  3,398  7,475  11,540  8,704  5,541
Annual bonus payout  J E Daniels  Waived  62%  0%  –  –  –  –  –
(% of maximum opportunity)  António Horta-Osório  –  –  Waived  62%  71%  54%  57%  77%
Long-term incentive vesting  J E Daniels  0%  0%  0%  –  –  –  –  –
(% of maximum opportunity)  António Horta-Osório  –  –  0%  0%  54%  97%  94.18%  55%

 

Notes: J E Daniels served as GCE until 28 February 2011; António Horta-Osório was appointed GCE from 1 March 2011. J E Daniels declined to take a bonus in 2009 and António Horta-Osório declined to take a bonus in 2011.

 

OUTSTANDING SHARE AWARDS

 

DIRECTORS’ INTERESTS (AUDITED)

 

SHAREHOLDING GUIDELINES

 

Executive Directors were required to build up a holding in Lloyds Banking Group plc shares of value equal to 150 per cent of base salary (200 per cent for the GCE) within three years from the later of 1 January 2012 or their date of joining the Board. Following the introduction of the fixed share award in 2014, the gross annual value of this award was added to salary to determine the personal shareholding requirement.

 

For the purposes of assessing the additional shareholding requirement related to the fixed share award, Executive Directors had up to three years from 1 January 2014 to build up the additional shareholding created by the addition of the fixed share award. As at 31 December 2016, all Executive Directors significantly exceeded the requirements.

 

In order to provide greater transparency in the measurement of the shareholding requirements, from 1 January 2017 the measure is to be focused on base salary only. There will be a consequent increase in the percentage required as a multiple of salary; however the number of shares required to be held will remain approximately the same. The new requirements are 350 per cent of base salary for the GCE and 250 per cent of base salary for the other Executive Directors.

 

Executive Directors are required to retain any shares vesting from 2014 LTIP awards onwards for a further two years post vesting (although vested shares count towards the shareholding requirement immediately after vesting).

145

COMPENSATION

 

   Number of shares  Number of options  Total shareholding1  Value
   Owned
outright		  Unvested
subject to
continued
employment		  Unvested
subject to
performance		  Unvested
subject to
continued
employment		  Vested
unexercised		  Totals at
31 December
2016		  Totals at
24 February
2017		  Expected
value at
31 December
2016
(£000s)2
Executive Directors                        
António Horta-Osório3  17,893,726  4,212,594  14,234,293  29,549  –  36,370,162  36,370,7576  18,286
George Culmer  10,547,315  1,253,398  7,754,781  29,549  –  19,585,043  19,585,5626  9,819
Juan Colombás  6,362,996  1,209,441  7,406,515  29,109  –  15,008,061  15,008,5806  7,067
Non-Executive Directors                        
Lord Blackwell  100,000  –  –  –  –  100,000  n/a6  n/a
Alan Dickinson  200,000  –  –  –  –  200,000  n/a6  n/a
Anita Frew  450,000  –  –  –  –  450,000  n/a6  n/a
Simon Henry  200,000  –  –  –  –  200,000  n/a6  n/a
Dyfrig John4  27,385  –  –  –  –  27,385  n/a6  n/a
Nick Luff  400,000  –  –  –  –  400,000  n/a6  n/a
Deborah McWhinney3  250,000  –  –  –  –  250,000  n/a6  n/a
Nick Prettejohn5  69,280  –  –  –  –  69,280  n/a6  n/a
Stuart Sinclair  –  –  –  –  –  –  n/a6  n/a
Anthony Watson  576,357  –  –  –  –  576,357  n/a6  n/a
Sara Weller  340,000  –  –  –  –  340,000  n/a6  n/a

 

1 Including holdings of connected persons.
   
2 Awards subject to performance under the LTIP had an expected value of 50 per cent of face value at grant (in line with the Remuneration Policy). Values are based on the 31 December 2016 closing price of 62.51 pence. Full face value of awards are £22,734,988 for António Horta-Osório, £12,242,610 for George Culmer and £9,381,538 for Juan Colombás.
   
3 Shareholdings held by António Horta-Osório and Deborah McWhinney are either wholly or partially in the form of ADRs.
   
4 Shares held as at date of retirement.
   
5 In addition, Nick Prettejohn held 400 6.475% preference shares at 1 January 2016 and 31 December 2016.
   
6 The changes in beneficial interests for António Horta-Osório (595 shares), George Culmer (519 shares) and Juan Colombás (519 shares) relate to ‘partnership’ and ‘matching’ shares acquired under the Lloyds Banking Group Share Incentive Plan between 31 December 2016 and 24 February 2017. There have been no other changes up to 24 February 2017.

 

A summary of transactions undertaken in the year, including share plan awards vested plus open market purchases and sales made by Directors, is shown on pages 148/149.

 

As a result of the above shareholdings, the position for each Executive Director is as follows:

 

   2016 Shareholding requirement  Current shareholding  New shareholding
requirement from
1 January 2017		  Current shareholding
(based on new requirement)
   Base salary
plus fixed
share award
(£000s)		  % of base
salary plus
fixed share
award		  Number of
shares1		  % of base
salary plus
fixed share
award1		  Number of
shares as at
31/12/162		  Old
requirement
met		  % of base
salary		  Number of
shares1		  % of base
salary1		  New
requirement
met
Executive Directors                              
António Horta-Osório  2,025  200%  6,560,829  545%  17,891,894  Yes  350%  6,917,220  905%  Yes
George Culmer  1,253  150%  3,044,925  519%  10,545,483  Yes  250%  3,094,403  852%  Yes
Juan Colombás  1,236  150%  3,002,634  318%  6,361,547  Yes  250%  3,051,426  521%  Yes

 

1 Number of shares required and current shareholding percentage of base salary plus fixed share award figures are calculated using the average share price for the period 1 January 2016 to 31 December 2016 (61.73 pence).
   
2 Includes shares owned outright reduced by forfeitable ‘matching’ shares under the Share Incentive Plan.

 

None of those who were Directors at the end of the year had any other interest in the capital of Lloyds Banking Group plc or its subsidiaries.

146

COMPENSATION

 

BREAKDOWN OF SHARES INTERESTS AND INTERESTS IN SHARE OPTIONS (AUDITED)

 

                        Exercise periods    
   At 1 January
2016		  Granted/ awarded  Dividends
awarded		  Vested /
exercised		  Lapsed  At 31 December
2016		  Exercise
price		  From  To  Notes
António Horta-Osório                               
LTIP 2013-2015  7,425,441  –  130,641  6,993,280  432,161  –           1, 2, 3
LTIP 2014-2016  4,640,077  –  –  –  –  4,640,077           3
LTIP 2015-2017  4,579,006  –  –  –  –  4,579,006           3
LTIP 2016-2018     5,015,210  –  –  –  5,015,210           3, 4
Deferred bonus awarded                               
in 2016     1,164,253  –  –  –  1,164,253           5
2013 Sharesave  22,156  –  –  22,156  –  –  40.62p        8
2014 Sharesave  14,995  –  –  –  –  14,995  60.02p  01/01/2018  30/06/2018    
2016 Sharesave     14,554  –  –  –  14,554  47.49p  01/01/2020  30/06/2020  10
George Culmer                               
LTIP 2013-2015  4,017,041  –  70,674  3,783,249  233,792  –           1, 2, 3
LTIP 2014-2016  2,510,205  –  –  –  –  2,510,205           3
LTIP 2015-2017  2,477,167  –  –  –  –  2,477,167           3
LTIP 2016-2018     2,767,409  –  –  –  2,767,409           3, 4
Deferred bonus awarded                               
in 2016     632,856  –  –  –  632,856           5
2013 Sharesave  22,156  –  –  22,156  –  –  40.62p        9
2014 Sharesave  14,995  –  –  –  –  14,995  60.02p  01/01/2018  30/06/2018    
2016 Sharesave     14,554  –  –  –  14,554  47.49p  01/01/2020  30/06/2020  10
Juan Colombás                               
LTIP 2013-2015  3,576,283  –  62,920  3,368,143  208,140  –           1, 2, 3
LTIP 2014-2016  2,234,780  –  –  –  –  2,234,780           3
LTIP 2015-2017  2,442,762  –  –  –  –  2,442,762           3
LTIP 2016-2018     2,728,973  –  –  –  2,728,973           3, 4
Deferred bonus awarded                               
in 2016     624,065  –  –  –  624,065           5
Share buy-out award                               
(share options)  235,499  –  –  235,499  –  –           6, 7
Share buy-out award                               
(share options)  299,732  –  –  299,732  –  –           6, 7
2014 Sharesave  29,990  –  –  –  29,990  –  60.02p          
2016 Sharesave     29,109  –  –  –  29,109  47.49p  01/01/2020  30/06/2020  10

 

1 The shares awarded in March 2013 vested on 7 March 2016. The closing market price of the Group’s ordinary shares on that date was 72.75 pence. Shares vested are subject to a further two-year holding period.
   
2 2013 LTIP award was eligible to receive an amount equal in value to any dividends paid during the performance period. Dividend equivalents have been paid based on the number of shares vested and have been paid in shares. The dividend equivalent shares were paid on 7 March 2016. The closing market price of the Group’s ordinary shares on that date was 72.75 pence. The dividend equivalent shares are not subject to any holding period.
   
3 All LTIPs have performance periods ending 31 December at the end of the three-year period. Awards were made in the form of conditional rights to free shares.
   
4 Awards (in the form of conditional rights to free shares) in 2016 were made over shares with a value of 300 per cent of reference salary for António Horta-Osório (5,015,210 shares with a face value of £3,660,000); 275 per cent for George Culmer (2,767,409 shares with a face value of £2,019,600); and 275 per cent for Juan Colombás (2,728,973 shares with a face value of £1,991,550). The share price used to calculate face value is the average price over the five days prior to grant (1 March to 7 March 2016), which was 72.978 pence. This was the average share price used to determine the number of shares awarded. Performance conditions for this award have been disclosed in last year’s annual report on remuneration (page 91).
   
5 Bonus is deferred into shares. The face value of the share awards in respect of bonuses granted in March 2016 was £849,649 (1,164,253 shares) for António Horta-Osório; £461,846 (632,856 shares) for George Culmer; and £455,431 (624,065 shares) for Juan Colombás. The share price used to calculate the face value is the average price over the five days prior to grant (1 March to 7 March 2016), which was 72.978 pence.
   
6 Share buy-out award granted on 30 March 2011 for the loss of deferred share awards forfeited on leaving the Santander Group. Awards are consistent with those forfeited and have a nil option price.
   
7 Options exercised on 8 March 2016. The closing market price of the Group’s ordinary shares on that date was 70.63 pence.
   
8 Options exercised on 6 June 2016. The closing market price of the Group’s ordinary shares on that date was 69.64 pence.
   
9 Options exercised on 1 June 2016. The closing market price of the Group’s ordinary shares on that date was 71.34 pence.
   
10 Sharesave options granted on 10 October 2016.

 

The aggregate amount of gains made by Directors on the exercise of share options was £391,270.

 

None of the other Directors at 31 December 2016 had options to acquire shares in Lloyds Banking Group plc or its subsidiaries.

147

COMPENSATION

 

DIRECTORS’ INTERESTS – SUMMARY OF AWARDS VESTED, PURCHASES AND SALES MADE BY DIRECTORS IN 2016 (UNAUDITED)

 

    Holding at
1 January 2016
(or appointment
date)		   Transactions
during the year		   Number of
shares1		   Notes   Holding at
31 December
2016
Executive Directors                    
António Horta-Osório2   11,761,072   08/03/2016   3,706,439   Vesting of 2013 LTIP    
        08/03/2016   69,239   Dividend equivalent shares paid on 2013 LTIP    
        16/03/2016   173,707   Fixed Share Award    
        18/03/2016   8,256   Salary for shares    
        18/04/2016   2,803   Salary for shares    
        16/05/2016   1,437,096   Release of 2012 Deferred Bonus    
        16/05/2016   2,873   Salary for shares    
        06/06/2016   22,156   2013 Sharesave    
        17/06/2016   2,920   Salary for shares    
        17/06/2016   184,317   Fixed Share Award    
        28/06/2016   100,000   Share purchase    
        18/07/2016   3,377   Salary for shares    
        17/08/2016   3,482   Salary for shares    
        19/09/2016   3,330   Salary for shares    
        19/09/2016   210,206   Fixed Share Award    
        18/10/2016   3,549   Salary for shares    
        16/11/2016   3,069   Salary for shares    
        14/12/2016   2,994   Salary for shares    
        14/12/2016   189,000   Fixed Share Award    
        Monthly   3,841   Share Incentive Plan purchase and matching shares   17,893,726
George Culmer   7,090,093   08/03/2016   295,534   Release of 2013 Deferred Bonus    
        08/03/2016   2,005,122   Vesting of 2013 LTIP    
        08/03/2016   37,457   Dividend equivalent shares paid on 2013 LTIP    
        16/03/2016   97,276   Fixed Share Award    
        19/05/2016   210,244   Dividend Reinvestment    
        02/06/2016   22,156   2013 Sharesave    
        17/06/2016   103,218   Fixed Share Award    
        30/06/2016   50,000   Share purchase    
        19/09/2016   295,534   Release of 2013 Deferred Bonus    
        19/09/2016   117,715   Fixed Share Award    
        28/09/2016   113,779   Dividend Reinvestment    
        14/12/2016   105,840   Fixed Share Award    
        Monthly   3,347   Share Incentive Plan purchase and matching shares   10,547,315
Juan Colombás   3,145,458   08/03/2016   44,355   Release of 2012 Deferred Bonus    
        08/03/2016   277,981   Release of 2013 Deferred Bonus    
        08/03/2016   1,785,116   Vesting of 2013 LTIP    
        08/03/2016   33,347   Dividend equivalent shares paid on 2013 LTIP    
        16/03/2016   282,898   Exercise of Share buy out    
        16/03/2016   95,924   Fixed Share Award    
        17/06/2016   101,784   Fixed Share Award    
        30/06/2016   50,000   Share purchase    
        19/09/2016   44,355   Release of 2012 Deferred Bonus    
        19/09/2016   277,981   Release of 2013 Deferred Bonus    
        19/09/2016   116,080   Fixed Share Award    
        14/12/2016   104,370   Fixed Share Award    
        Monthly   3,347   Share Incentive Plan purchase and matching shares   6,362,996
148

COMPENSATION

 

    Holding at
1 January 2016
(or appointment
date)		   Transactions
during
the year		   Number of
shares		   Notes   Holding at
31 December
2016
Non-Executive Directors                    
Lord Blackwell   50,000   05/05/2016   50,000   Share purchase   100,000
Alan Dickinson   100,000   29/06/2016   100,000   Share purchase   200,000
Anita Frew   300,000   29/06/2016   150,000   Share purchase   450,000
Simon Henry   100,000   30/06/2016   100,000   Share purchase   200,000
Dyfrig John3   27,385   –   –   –   27,385
Nick Luff   300,000   29/06/2016   100,000   Share purchase   400,000
Deborah McWhinney4   200,000   29/06/2016   50,000   Share purchase   250,000
Nick Prettejohn   –   26/02/2016   69,280   Share purchase   69,280
Stuart Sinclair   –   –   –   –   –
Anthony Watson   476,357   29/06/2016   100,000   Share purchase   576,357
Sara Weller   200,000   04/05/2016   100,000   Share purchase    
        29/06/2016   40,000   Share purchase   340,000

 

1 After the settlement of tax and National Insurance contributions, where applicable.
   
2 Part of António Horta-Osório’s 2016 salary increase was delivered in shares.
   
3 Shares held as at date of retirement.
   
4 Held in the form of ADRs.

 

ADDITIONAL DISCLOSURES

 

TOTAL REMUNERATION OF THE EIGHT HIGHEST PAID SENIOR EXECUTIVES1

 

The following table sets out the total remuneration of the eight highest paid senior executives (excluding Executive Directors) in respect of the 2016 performance year.

 

   Executive
   8   7   6   5   4   3   2   1 
   £000   £000   £000   £000   £000   £000   £000   £000 
Fixed                                        
Cash-based   305    589    300    740    799    315    330    420 
Share-based   200    406    250    490    500    500    740    650 
Total fixed   505    995    550    1,230    1,299    815    1,070    1,070 
Variable                                        
Upfront cash   2    2    2    2    2    2    2    2 
Deferred cash   0    0    0    0    0    0    0    0 
Upfront shares   273    152    416    187    217    462    658    238 
Deferred shares   213    231    432    284    328    196    165    360 
Long-term incentive plan2   1,042    744    884    833    780    2,020    2,571    2,886 
Total variable pay   1,530    1,129    1,734    1,306    1,327    2,680    3,396    3,486 
Pension cost3   46    147    45    181    182    63    66    84 
Total remuneration   2,081    2,271    2,329    2,717    2,808    3,558    4,532    4,640 

 

1 Includes members of the Group Executive Committee and Senior Executive level colleagues.
   
2 Values shown reflect awards for which the performance period ended on 31 December 2016, including the 2014 LTIP and 2014 Commercial Banking Transformation Plan. Dividend equivalents are included where applicable.
   
3 Pension costs based on a percentage of salary according to level.

 

TOTAL REMUNERATION OF EMPLOYEES ACROSS THE GROUP

 

Total remuneration1 Number of employees
£0 to £100,000 73,415
£100,001 to £500,000 4,432
£500,001 to £1,000,000 145
Above £1,000,000 58

 

1 Total remuneration of UK-based colleagues. Includes base salary, bonus awards for the 2016 performance year, the estimated values of LTIP and Commercial Banking Transformation Plan awards for the performance period ended 31 December 2016 (including dividend equivalents where applicable), pension and benefits.
149

COMPENSATION

 

REMUNERATION COMMITTEE

 

COMMITTEE PURPOSE AND RESPONSIBILITIES

 

The Remuneration Committee has responsibility for setting remuneration for all Executive Directors and the Chairman, including pension rights and any compensation payments. The Committee also recommends and monitors the level and structure of remuneration for senior management and material risk takers.

 

The Committee’s purpose is to consider, agree and recommend to the Board an overall remuneration policy and philosophy for the Group that is aligned with its long-term business strategy, its business objectives, its risk appetite, values and the long-term interests of the Group that recognises the interests of relevant stakeholders. The Committee’s Terms of Reference can be found on the Company’s website at www.lloydsbankinggroup.com/our-group/corporate-governance

 

The Directors who served on the Committee during the year and their attendance at Committee meetings is set out in the table below.

 

   Remuneration
Committee meetings		 
   Eligible to     
   attend   Attended 
Committee Chairman          
Anita Frew   7    7 
Committee members who served during 2016          
Lord Blackwell   7    7 
Alan Dickinson   7    7 
Stuart Sinclair1   7    7 
Anthony Watson2   7    6 
Sara Weller   7    7 
Former members who served during 2016          
Dyfrig John3   3    3 

 

1 Joined the Committee on 4 January 2016.
   
2 Anthony Watson was unable to attend the Committee meeting in May 2016 due to a prior commitment.
   
3 Retired on 11 May 2016.

 

COMMITTEE COMPOSITION, SKILLS AND EXPERIENCE

 

The Committee comprises Non-Executive Directors from a wide background to provide a balanced and independent view on remuneration matters. Stuart Sinclair was appointed as an independent Non-Executive Director and as a member of the Committee on 4 January 2016. Dyfrig John retired as an independent Non-Executive Director and as a member of the Committee on 11 May 2016.

 

HOW COMMITTEE MEETINGS ARE RUN

 

The management of the Committee is in keeping with the basis on which meetings of the Board are managed, as detailed on page 155, with a structure which facilitates open discussion and debate, with steps taken to ensure adequate time for members of the Committee to consider proposals which are put forward.

 

During 2016, the Committee met its key objectives and carried out its responsibilities effectively, as confirmed by the annual effectiveness review.

 

MATTERS CONSIDERED BY THE COMMITTEE

 

The Committee had seven scheduled meetings during 2016 to consider the following principal matters:

 

–  Review of remuneration arrangements for senior executives;

 

–  Determination of 2015 bonus outcome based on divisional and functional performance and adjustment for risk;

 

–  Review of the Balanced Scorecard for the determination of 2016 bonuses in divisions and functions;

 

–  Vesting of the 2013 long-term incentive plan (LTIP);

 

–  Performance conditions for the 2016 LTIP;

 

–  Bonus and salary awards for Executive Directors and key senior managers;

 

–  Performance adjustments in respect of staff, in relation to risk matters in its purview;

 

–  Feedback from the Committee Chairman on her meetings with the PRA and shareholders;

 

–  Review of services and consideration of a number of advisors with subsequent appointment of Kepler, a brand of Mercer (Kepler);

 

–  Results of the Remuneration Committee effectiveness review and the suggestions for improvement;

 

–  Variable remuneration and simplification of reward principles;

 

–  Approval of the 2015 and 2016 Directors’ remuneration report for publication within the annual report and Form 20-F;

 

–  Review and approval of material risk taker identification and approval of the Remuneration Policy Statement; and

 

–  Remuneration governance in the light of regulatory changes.

 

In addition to the scheduled meetings, the Committee met on a number of other occasions to allow the Directors greater time to discuss their views and for an in-depth review of key areas including this year the review of the Directors’ Remuneration Policy.

150

COMPENSATION

 

The Committee appoints independent consultants to provide advice on specific matters according to their particular expertise. In May 2016, the Committee conducted a review of their independent advisers and appointed Kepler to advise the Committee following a competitive tendering process. Kepler has voluntarily signed up to the Remuneration Consultants’ Code of Conduct and is judged by the Committee to be independent. Kepler is not connected with the Group. Kepler’s fees for services to the Committee in 2016 were on a time and materials basis and amounted to £175,400. Kepler did not provide any other services to the Group. Mercer provides unrelated advice regarding pensions and investments to the Group.

 

The Committee has not formally evaluated Kepler’s performance since their appointment in mid-2016. A review is due to be undertaken in early 2017. Deloitte LLP, independent consultants to the Committee since 2010, provided advice for the first five months of the year. Deloitte LLP is not connected with the Group. Deloitte’s fees for services to the Committee in 2016 were on a time and materials basis and amounted to £240,800. In addition, Deloitte LLP provided the Group with advice on taxation and other consulting services, and assurance services.

 

António Horta-Osório (Group Chief Executive), Simon Davies (Chief People, Legal and Strategy Officer), Paul Hucknall (People Director, Centres of Excellence), Chris Evans (Director, Reward Policy and Partnering), Stuart Woodward (Head of Reward Regulation and Governance) and Matthew Elderfield (Group Director, Conduct, Compliance and Operational Risk) (until September 2016) and Letitia Smith thereafter provided guidance to the Committee (other than for their own remuneration).

 

Juan Colombás (Chief Risk Officer) and George Culmer (Chief Financial Officer) also attended the Committee to advise as and when necessary on risk and financial matters.

 

STATEMENT OF VOTING AT ANNUAL GENERAL MEETING

 

The Group’s remuneration policy, which was effective during 2016, was detailed within the Directors’ remuneration report for 2013 and voted on at the 2014 AGM. The remuneration awarded to the Executive Directors in 2015 was disclosed in last year’s annual report on remuneration and was voted on at the 2016 AGM. The shareholder votes submitted a t the meetings, either directly, by mail or by proxy, were as follows:

 

                     Votes 
     Votes cast in favour     Votes cast against     withheld 
     Number of shares   Percentage of     Number of shares   Percentage of     Number of shares 
   (millions)   votes cast   (millions)   votes cast   (millions) 
Remuneration policy (2014 vote)   48,261    97.97%   999    2.03%   1,391 
Annual report on remuneration (2016 vote)   48,674    97.67%   1,163    2.33%   176 
151

CORPORATE GOVERNANCE

 

STATEMENT ON US CORPORATE GOVERNANCE STANDARDS

 

The Board is committed to the delivery of the Group’s strategy to become the best bank for customers, whilst delivering long-term, superior and sustainable returns to shareholders. The Board’s strategy is underpinned by high standards of corporate governance designed to ensure consistency and rigour in its decision making. This report explains how those standards, in particular, those laid down in the Financial Reporting Council’s 2014 UK Corporate Governance Code (the UK Code), apply in practice to ensure that the Board and management work together for the long-term benefit of the Company and its shareholders. The UK Code can be accessed at www.frc.org.uk.

 

To assist the Board in carrying out its functions and to provide independent oversight of internal control and risk management, certain responsibilities are delegated to the Board’s Committees. The Board is kept up to date on the activities of the Committees through reports from each of the Committee Chairmen. Terms of Reference for each of the Committees are available on the website at www.lloydsbankinggroup.com. Information on the membership, role and activities of the Nomination and Governance Committee, the Audit Committee, the Board Risk Committee and the Responsible Business Committee can be found on pages 164 to 175.

 

Further information about the work of the Remuneration Committee is included on pages 150 and 151.

 

As a non-US company listed on the New York Stock Exchange (NYSE) Lloyds Banking Group plc is required to disclose any significant ways in which its corporate governance practices differ from those followed by domestic US companies listed on the NYSE. As Lloyds Banking Group plc’s main listing is on the London Stock Exchange, it follows the principles contained in the UK Code. The Group has complied with the provisions of the UK Code and has done so throughout 2016 regarding the provisions where the requirements are of a continuing nature. Key differences are set out below.

 

The NYSE corporate governance listing standards require domestic US companies to adopt and disclose corporate governance policies. For Lloyds Banking Group plc, consistent with the principles of the UK Code, the Nomination and Governance Committee sets the corporate governance principles applicable to the Company and oversees the annual evaluation of the performance of the Board, its Committees and its individual members.

 

Under the NYSE corporate governance listing standards, the remuneration, nomination and governance committees of domestic US companies must be comprised of entirely independent directors. However for Lloyds Banking Group plc, again consistent with the principles of the UK Code, the Remuneration Committee and the Nomination and Governance Committee include the Chairman, with all other members being independent non-executive directors.

152

CORPORATE GOVERNANCE

 

This report sets out our approach to governance in practice, the work of the Board and its committees and explains how the Group applied the principles of the UK Corporate Governance Code (the Code) during 2016

 

LEADERSHIP

 

THE BOARD

 

The Group is led by an effective, committed and unitary Board, which is collectively responsible for the long-term success of the Company. The Board comprises a Chairman (who was independent on appointment), independent Non-Executive Directors and Executive Directors. The names and biographies of current Directors are set out on pages 117 to 120.

 

There is a clear division of responsibility at the head of the Company, which is documented in the Group’s Corporate Governance Framework. The Chairman has overall responsibility for the leadership of the Board and for ensuring its effectiveness while the Group Chief Executive manages and leads the business.

 

The Corporate Governance Framework, which is reviewed annually by the Board, sets out a number of key decisions and matters that are reserved for the Board’s approval.

 

The Board sets the strategy, oversees its delivery and establishes the culture, values and standards of the Group.

 

The Board ensures that the Group manages risk effectively, monitors financial performance and reporting and ensures that appropriate and effective succession planning arrangements and remuneration policies are in place. It provides and encourages entrepreneurial leadership across the Group within this framework.

 

KEY ROLES AND RESPONSIBILITIES

 

Chairman
Lord Blackwell

Lord Blackwell leads the Board and promotes the highest standards of corporate governance. He sets the Board’s agenda and builds an effective and complementary Board. The Chairman leads Board succession planning and ensures effective communication with shareholders.

 

Deputy Chairman
Anita Frew

Anita Frew as Deputy Chairman ensures continuity of Chairmanship during any change of chairmanship. She supports the Chairman in representing the Board and acting as a spokesperson. She deputises for the Chairman and is available to the Board for consultation and advice. The Deputy Chairman represents the Group’s interests to official enquiries and review bodies.

 

Senior Independent Director
Anthony Watson

As the Senior Independent Director, Anthony Watson is a sounding board for the Chairman and Group Chief Executive. He acts as a conduit for the views of other Non-Executive Directors and conducts the Chairman’s annual performance appraisal. He is available to help resolve shareholders’ concerns and attend meetings with major shareholders and financial analysts to understand issues and concerns.

 

Non-Executive Directors
Alan Dickinson, Simon Henry, Nick Luff, Deborah McWhinney, Nick Prettejohn, Stuart Sinclair, Sara Weller

The Non-Executive Directors challenge constructively and help develop and set the Group’s strategy. They actively participate in Board decision making and scrutinise management performance. The Non-Executive Directors satisfy themselves on the integrity of financial information and review the Group’s risk exposures and controls. The Non-Executive Directors, through the Remuneration Committee, determine the remuneration of Executive Directors.

 

Group Chief Executive
António Horta-Osório

António Horta-Osório manages the Group on a day-to-day basis and makes decisions on matters affecting the operation, performance and strategy of the Group’s business. He delegates aspects of his own authority, as permitted under the Corporate Governance Framework, to members of the Group Executive Committee (GEC). He provides leadership and direction to senior management and coordinates all activities to implement the strategy and for managing the business in accordance with the Group’s risk appetite and business plan set by the Board.

 

Executive Directors
Juan Colombás, George Culmer

Under the leadership of the Group Chief Executive, the Executive Directors make and implement decisions in all matters affecting operations, performance and strategy. They provide specialist knowledge and experience to the Board. They are responsible for the successful leadership and management of the Risk and Finance divisions respectively. The Executive Directors design, develop and implement strategic plans and deal with day-to-day operations of the Group.

 

Company Secretary
Malcolm Wood

The Company Secretary advises the Board and ensures good information flows and comprehensive practical support are provided to Directors. He maintains the Group’s Corporate Governance Framework and organises Directors’ induction and training. The Company Secretary communicates with shareholders as appropriate and ensures due regard is paid to their interests. Both the appointment and removal of the Company Secretary is a matter for the Board as a whole.

153

CORPORATE GOVERNANCE

 

 

BOARD AND GOVERNANCE STRUCTURE

 

LLOYDS BANKING GROUP BOARD

 

A full schedule of all matters reserved to the Board and Terms of Reference for each of the Board Committees can be found at www.lloydsbankinggroup.com/our-group/corporate-governance

 

BOARD COMMITTEES

 

The Board is supported by its Committees which make recommendations on matters delegated to them under the Corporate Governance Framework, in particular in relation to internal control, risk, financial reporting, governance and remuneration matters.

 

This enables the Board to spend a greater proportion of its time on strategic, forward looking agenda items. Each Committee comprises Non-Executive Directors only and is chaired by an experienced Chairman. The Committee Chairmen report to the Board on the activities of the Committee at each Board meeting.

 

The Board recognises that governance must be dynamic and evolve to meet current and future demands. Therefore, in 2016 two further sub-committees of the Board Risk Committee were established to focus on Financial Markets and IT Resilience & Cyber, in addition to an existing Stress Testing & Recovery Planning sub-committee. The sub-committees were constituted to enable members of the Board Risk Committee to dedicate additional time and resource to better understand and to enable fuller review and challenge of the risks associated with the topic of the sub-committee. Current direct Board level oversight of these activities through regular updates and annual review continues unchanged.

 

Additionally, a Cyber Security Advisory Panel was established to bring an industry perspective and allow for discussion of the key cyber related activities and threats.

 

THE BOARD IN 2016

 

Non-Executive Directors see attendance at Board and Committee meetings as only one part of their role. In addition to the annual schedule of Board and Committee meetings, the Non-Executive Directors undertake a full programme of activities each year, as set out on page 158 .

 

Non-Executive Directors regularly meet with senior management and spend time increasing their understanding of the business through site visits, formal briefing sessions or more informal events including breakfast meetings with senior staff, which the Chief People, Legal and Strategy Officer also attends. Board dinners are held prior to each scheduled Board meeting. This allows the Directors greater time to discuss their views, ensuring that there is sufficient time for the Board to discuss matters of a material nature at Board meetings. Some of these pre meetings are for Non-Executive Directors only, some also include the Group Chief Executive and others the full Board and GEC members. At least once a year, a meeting is held without the Chairman in attendance.

 

Prior to the annual general meeting (AGM) in Scotland the Board held a joint discussion with the Board of Scottish Widows Group Limited allowing in-depth focus on insurance matters.

 

The Board has agreed the following changes to our Board composition since the year end. Anthony Watson, Senior Independent Director, will retire at the 2017 AGM after serving more than eight years on the Board. Anita Frew will succeed Anthony as Senior Independent Director. Anita will combine the role of Senior Independent Director with the role of Deputy Chairman, which she has held since May 2014. Anita’s significant board, financial and investment management experience, including as a Senior Independent Director, make her ideally suited to take on this role. Nick Luff, an independent Non-Executive Director, has notified the Board that in light of his other commitments he does not intend to seek re-election at the 2017 AGM. Nick will be succeeded as Chairman of the Audit Committee by Simon Henry. Simon has significant financial experience in the UK listed environment, retiring as Chief Financial Officer of Royal Dutch Shell plc in March 2017. His background and experience enable him to fulfil the role of Audit Committee Chairman and for SEC purposes the role of Audit Committee financial expert.

154

CORPORATE GOVERNANCE

 

ATTENDANCE AT BOARD MEETINGS IN 2016    

 

   Eligible to attend 1     Attended
Directors who served during 2016          
António Horta-Osório   9    9 
Lord Blackwell   9    9 
Juan Colombás   9    9 
George Culmer   9    9 
Alan Dickinson   9    9 
Anita Frew   9    9 
Simon Henry2   9    8 
Nick Luff   9    9 
Deborah McWhinney   9    9 
Nick Prettejohn3   9    8 
Stuart Sinclair4   9    9 
Anthony Watson   9    9 
Sara Weller   9    9 
Former directors who served during 2016          
Dyfrig John5   4    4 

 

1 The attendance of Directors at Committee meetings is displayed within the individual Committee reports found on pages 164 to 175 and for the Remuneration Committee on page 150. Whilst all Non-Executive Directors are, where appropriate, invited to and regularly attend other Committee meetings, only their attendance at Committees of which they are members is recorded.
   
2 Mr Henry was unable to join the July Board meeting due to the second quarter 2016 results announcement for Royal Dutch Shell plc, of which he is Chief Financial Officer, being presented on the same day.
   
3 Mr Prettejohn was unable to join the June Board meeting due to a prior commitment.
   
4 Joined the Board on 4 January 2016.
   
5 Retired on 11 May 2016.

 

HOW BOARD MEETINGS ARE RUN

 

The Chairman ensures Board meetings are structured to facilitate open discussion, debate and challenge. Through his opening remarks, the Chairman sets the focus of each meeting.

 

In the rare event of a Director being unable to attend a meeting, the Chairman discusses the matters proposed with the Director concerned, seeking their support and or feedback accordingly. The Chairman subsequently represents those views at the meeting.

 

Directors are sent papers for the Board meeting typically seven days in advance of the meeting in order that they may have the time to consider the proposals put forward and seek clarification or further information as required. The Board makes full use of technology such as video conferencing, teleconferencing, a Board portal and tablets in its meeting arrangements. This leads to greater flexibility, security and efficiency in Board paper distribution.

 

ENSURING THE RIGHT FOCUS TO DELIVER THE GROUP’S STRATEGY

 

The Board recognises the need to be adaptable and flexible to respond to changing circumstances and emerging business priorities, whilst ensuring the continuing monitoring and oversight of core issues.

 

The Group has a comprehensive and continuous agenda setting and escalation process in place for ensuring the Board has the right information at the right time and in the right format to enable the Directors to make the right decisions. The Chairman leads the process, assisted by the Group Chief Executive and Company Secretary. The process ensures that sufficient time is being set aside for strategic discussions and business critical items.

 

The process of escalating issues and agenda setting is reviewed at least annually as part of the Board Effectiveness Review with enhancements made to the process, where necessary, to ensure it remains effective.

 

The Non-Executive Directors also receive regular updates from the Group Chief Executive’s office including a weekly email which gives context to current issues. In-depth and background materials are regularly provided via a reading room on the Board portal.

 

SENIOR MANAGERS AND CERTIFICATION REGIME

 

Last year, the Corporate Governance Framework was reviewed in preparation for the introduction in March 2016 of the Senior Managers and Certification Regime (SM&CR) and, as relevant to the Scottish Widows Group, the Senior Insurance Managers Regime.

 

The review, which was part of a wider range of initiatives undertaken to prepare the Group for the introduction of SM&CR, found that the framework was generally aligned with the requirements of the SM&CR but a number of changes were recommended.

 

These included amendments to the statements of responsibilities of the Directors and members of the GEC and minor amendments to the terms of reference of a number of Board and Group Chief Executive Committees.

155

CORPORATE GOVERNANCE

 
AGENDA SETTING PROCESS
 
 
PROCESS FOR ESCALATING ISSUES
 
Board and Committee agendas and topics
 
156

CORPORATE GOVERNANCE

 

 

BOARD FOCUS IN 2016

 

Financial

– Budget for 2016

– Group operating plan

– Draft results and presentation to analysts

– Approval of dividends

– Funding and Liquidity plan

– Capital plan

  

Strategy

– Review of progress in implementing the Group’s 2015-17 strategy

– Approval of large transactions

– MBNA acquisition

– EU referendum outcome

– Review of future environment and business model

  

Culture and values

– Customer performance dashboard

– Conduct, culture and values

– Responsible Business report

– Helping Britain Prosper Plan

 

 

Governance and shareholders

– Board effectiveness and Chairman’s performance reviews

– Board Diversity Policy

– Review of Corporate Governance Framework

– Investor Relations updates

– AGM briefing

– In the first half of 2016, preparation for proposed public offering of shares in the Company by HM Treasury

 

  

Regulatory

– Ring-fencing and resolution

– SM&CR updates

– Regulatory updates

– Whistleblowing updates

 

  

Risk management

– Approval of Group risk appetite

– Approval of Risk Management Framework

– Review of internal control systems

– Review and approval of PRA and EBA stress testing results

– CMA market review into retail banking services

– IT resilience and cyber security

 

 

 

BOARD MEETINGS AND ACTIVITY IN 2016

 

157

CORPORATE GOVERNANCE

 

 

BOARD ACTIVITIES IN 2016 – SUPPORTING DELIVERY OF THE GROUP’S STRATEGIC PRIORITIES

 

Deep dives

 

The Board regularly takes the opportunity to hold ‘deep dive’ sessions with senior management outside of formal Board meetings.

 

The purpose of the sessions is to provide the Board with deeper insight into key areas of strategic focus. The sessions are structured to allow for plenty of opportunity for discussion and include presentations and videos.

 

In 2016 ‘deep dive’ sessions were held on the following topics:

 

– Commercial Banking

 

– Customer perspective

 

– Data infrastructure and information security

 

– Consumer Finance

 

– Customer segmentation

 

– Retail product pricing

    

Board strategy offsite

 

The Board sets aside time each year outside of the annual Board calendar to hold a strategy offsite giving the Directors the opportunity to solely focus on strategic issues.

 

This year the Board and the GEC held a two day offsite in June to discuss the strategic challenges and opportunities the Group faces in the future, based on four scenarios for how banking could evolve over the next ten years. The offsite enabled the Board to take a view of the longer-term outlook for the Group. The Board debated the transformation required to be ‘Bank of the Future’ in order to underpin continued competitive success. This will provide the backdrop to the next phase of strategic development, on which the Group will report later in 2017.

 

The agenda included case studies from banking and other industries, and presentations from senior management and smaller break-out sessions on specific topics.

 

The offsite concluded with a group discussion leveraging the broad range of experience and perspectives from across the Board.

   
               
Creating the best
customer experience		   Becoming simpler
and more efficient		   Delivering sustainable growth
   
               

Board visit to Halifax

 

Over two days in November the Board visited the Group’s Halifax offices. In addition to the Board and Committee meetings, a separate strategy meeting, attended by GEC members, was held reviewing the Group operating plan. During the visit, the Chairman and several Non-Executive Directors, spent half a day with some of the c3,000 colleagues based in Halifax. The visit included a walk through the Mortgage Transformation lab to learn about the improvements being made to the customer mortgage journey.

 

The Chairman and Non-Executive Directors also spent time with the Banking Complaints Team, where they followed a complaint through to its outcome and joined a ‘huddle’ discussing how Financial Ombudsmen Service learnings could be used to ensure fair customer outcomes in the future.

 

    

Chairman’s engagement programme

 

The Chairman undertakes an extensive engagement programme each year representing the Group at industry events, acting as a spokesperson for the Group and meeting with clients, regulators, investors, the media, the Foundations and their beneficiaries.

 

The programme includes visits to regional offices, branches, IT and operations centres, where the Chairman meets local management and colleagues through meetings, floor walks, team talks and Town Hall sessions. The Town Hall sessions are an opportunity for colleagues to hear from the Chairman on the Group’s performance and strategic direction, and importantly, to ask questions. These events are very popular and are always well attended.

 

   

 

 

 

SHOWING SUPPORT FOR CUSTOMERS AND THE COMMUNITY

 

In September, Lord Blackwell spent two days in Aberdeen where he met with more than 100 business customers. During his visit, he delivered the keynote speech at a dinner for customers and local influencers, emphasising the Group’s vital role in helping Britain prosper and the importance of building long-term customer relationships. At a breakfast for Mid Markets clients and local business leaders, he outlined his views on the economy and the importance of supporting local businesses.

 

Lord Blackwell also found time to host a Town Hall and Q&A session for colleagues at the Group’s Albyn Place office. His final stop was an inspiring visit to Fly Cup Catering in Inverurie, a charity funded by the Bank of Scotland Foundation which provides catering training, employment experience and placements for adults with learning difficulties.

 

Speaking about the visit, he said: ‘I came away enthused by the commitment and enthusiasm of everyone I met, and by the general sense of cautious optimism from our commercial clients and relationship managers. It is extremely helpful to me to hear these perspectives first hand and to meet more of our tremendous colleagues.’

158

CORPORATE GOVERNANCE

 

EFFECTIVENESS

 

BOARD INDUCTION

 

The Chairman personally ensures that on appointment each Director receives a full, formal and tailored induction. The emphasis is on ensuring the induction brings the business and its issues alive for the new Director, taking account of the specific role they have been appointed to fulfil and the skills/experience of the Director to date.

 

Directors who take on or change roles during the year attend induction meetings in respect of those new roles.

 

An outline of the induction programme is set out on page 160 and Deborah McWhinney and Stuart Sinclair share their experiences on joining the Board on page 166.

 

PROFESSIONAL DEVELOPMENT AND TRAINING

 

The Chairman leads the learning and development of Directors and the Board generally and regularly reviews and agrees with each Director their training and development needs.

 

Ample opportunities, support and resources for learning are provided through a comprehensive programme, which is in place throughout the year comprising both formal and informal training and information sessions.

 

The Company Secretary maintains a training and development log for each Director.

 

TIME COMMITMENTS

 

Non-Executive Directors are required to devote such time as is necessary for the effective discharge of their duties. The estimated minimum time commitment set out in the terms of appointment is 35-40 days per annum including attendance at Committee meetings. For Committee Chairmen and the Senior Independent Director, this increases to a minimum of 45 to 50 days. As described elsewhere , the time devoted on the Group’s business by the Non-Executive Directors is in reality considerably more than the minimum requirements.

 

Executive Directors are restricted to taking no more than one non-executive director role in a FTSE 100 company and may not take on the chairmanship of such a company. The Chairman is committed to this being his primary role, limiting his other commitments to ensure he can spend as much time as the role requires. In February 2016, the Chairman retired as Chairman of Interserve plc. The Chairman’s biography can be found on page 117.

 

CONFLICTS OF INTEREST

 

The Board has a comprehensive procedure for reviewing and, as permitted by the Companies Act 2016 and the Company’s articles of association, approving actual and potential conflicts of interests.

 

Directors have a continuing duty to notify the Chairman and Company Secretary as soon as they become aware of actual or potential conflict situations. Changes to the commitments of all Directors are reported to the Nomination and Governance Committee and the Board and a register of potential conflicts and time commitments is regularly reviewed and authorised by the Board to ensure the authorisation status remains appropriate.

 

If any potential conflict arises, the articles of association permit the Board to authorise the conflict, subject to such conditions or limitations as the Board may determine. Decisions regarding these conflicts of interest could be and are only taken by Directors who have no interest in the matter. In taking the decision, the Directors act in a way they consider, in good faith, would be most likely to promote the Company’s success. Any authorities given are reviewed periodically, and as considered appropriate, and at least every 15 months. No Director is permitted to vote on any resolution or matter where he or she has an actual or potential conflict of interest. The Board confirms that no material conflicts were reported to it during the year.

 

Stuart Sinclair is Senior Independent Director at both QBE Insurance (Europe) Limited, a general insurance and reinsurance company, and Swinton Group Limited, an insurance broker for home and motor insurance. The Board has recognised that potential conflicts may arise in relation to his position at QBE Insurance and in relation to Swinton Group. The Board has authorised the potential conflicts and requires Mr Sinclair to recuse himself from discussions, should the need arise.

 

ACCESS TO ADVICE

 

The Group provides access, at its expense, to the services of independent professional advisers in order to assist Directors in their role. Board Committees are also provided with sufficient resources to undertake their duties. All Directors, including Non-Executive Directors, have access to the services of the Company Secretary in relation to the discharge of their duties.

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BOARD INDUCTION PROGRAMME

 

Core programme

 

– Strategic and corporate induction

– Governance and Director responsibilities

– Senior Managers and Certification Regime

– Detailed risk induction programme

– Detailed briefings on each of the Group’s business divisions

– Branch and site visits

– Opportunity to meet with major shareholders as requested

One-to-one briefings

 

– Chairman

– Company Secretary

– Executive Directors

– GEC members

– Group Audit Director

– Senior executives from across the Group

Bespoke programme

 

– The Chairman personally ensures a new Director receives a tailored induction.

– Specific briefings are provided on the Committees on which the new Director will serve.

Briefing and reading materials

 

Briefing and reading materials are made available on the Board portal.

 

PROFESSIONAL DEVELOPMENT AND
TRAINING PROGRAMME AT A GLANCE

 


 

BOARD EFFECTIVENESS

 

The Chairman of the Board leads the annual review of the Board’s effectiveness and that of its Committees and individual Directors with the support of the Nomination and Governance Committee, which he also chairs. The annual evaluation is facilitated externally at least once every three years.

 

2016 EVALUATION OF THE BOARD’S PERFORMANCE

 

The 2016 evaluation was conducted internally between November 2016 and December 2016 by the Company Secretary, and was overseen by the Nomination and Governance Committee.

 

The 2016 review sought the Directors’ views on a range of topics including: strategy; planning and performance; risk and control; Board composition and size; balance of skills and experience; diversity; culture and dynamics; the Board’s calendar and agenda; the quality and timeliness of information; and support for Directors and Committees.

 

If Directors have concerns about the Company or a proposed action which cannot be resolved, it is recorded in the Board minutes. Also on resignation, Non-Executive Directors are encouraged to provide a written statement of any concerns to the Chairman, for circulation to the Board. No such concerns were raised in 2016 and up to the date of the annual report.

 

Anthony Watson, Senior Independent Director, is due to retire at the 2017 AGM. At the time of the 2017 AGM, he will have served on the Board for more than eight years and therefore, in compliance with the Code, his review was particularly rigorous.

 

OUTCOME OF 2016 BOARD EFFECTIVENESS REVIEW

 

The reviews concluded that the performance of the Board, its Committees, the Chairman and each of the Directors continues to be effective. All Directors demonstrated commitment to their roles.

 

Many Directors commented favourably on the performance of the Board as a whole, describing it as hardworking, collegiate, questioning and highly engaged. Developments during 2016, including the continued use of deep dives, the establishment of sub-committees of the Board Risk Committee and the Cyber Security Advisory Panel have generally been welcomed and Directors have commented on the high quality of debate within the Board. Highlights mentioned by several Directors were the strategy offsite in June and governance of the acquisition of the MBNA UK consumer credit card business, where the Board was highly engaged in oversight and challenge of the acquisition process. Directors also spoke highly of the work done by the Chairman and the Chairs of the Committees in structuring agendas and ensuring that business is covered at the meetings.

 

RECOMMENDATIONS FROM THE 2016 BOARD EFFECTIVENESS REVIEW (INTERNAL)

 

The review identified a number of actions to maintain and improve the Board’s effectiveness.

 

Volume of Board/Committee papers

The most common observation by Directors concerned the volume of information which they received. Directors would like to receive more concise reports with clearer signposting of the key issues.

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Links to strategy

Several Directors said they would welcome more frequent linkage to strategy in the regular business of the Board.

 

Conduct of Board/Committees

Several Directors said that they would value more time in agendas for discussion, while recognising the pressures on meeting time.

 

  2016 EVALUATION PROCESS  
  Step 1 Detailed questionnaire completed by each Director  
  Step 2 Individual meetings held between each Director and the Company Secretary  
  Step 3 Evaluation of the findings by the Company Secretary and report prepared  
  Step 4 Draft conclusions discussed by the Company Secretary with the Chairman  
  Step 5 Discussion of the Company Secretary’s report and draft conclusions and actions agreed  
  Chairman’s evaluation  
  The Senior Independent Director carried out the evaluation of the Chairman’s performance using a questionnaire and individual meetings with Directors other than the Chairman. The outcome of the evaluation of the Chairman’s performance was discussed by the Directors in the absence of the Chairman.  

 

2015 BOARD EFFECTIVENESS REVIEW (EXTERNAL)

 

In accordance with the three year cycle, the 2015 evaluation was facilitated externally by JCA Group between October 2015 and January 2016. The review was commissioned by the Chairman, assisted by the Company Secretary and overseen by the Nomination and Governance Committee. A summary of the Board’s progress against the actions arising from the 2015 effectiveness review are set out below.

 

Recommendations   Actions taken/progress

STRATEGY

    

– Continue to focus on strategy, with particular attention to the longer term horizon and the impact of the changing technology and competitive landscape

  

– 2016 strategy offsite focused on reviewing future environment and business model

 

– Regular Board deep dives and discussion topics related to digital disruption and strategic development held during the year

SUCCESSION PLANNING

 

– Maintain a proactive approach to succession planning for Executive and Non-Executive Directors and for senior management

 

  

 

 

– Non-Executive Director discussion on Executive succession carried out

 

– Non-Executive Directors are informed about and able to input on Group Chief Executive succession planning

 

– Chairman and Nomination and Governance Committee continued to review Non-Executive Director profile and succession

BOARD INFORMATION

 

– Continue the progress made in 2015 in ensuring that information provided to the Board and its Committees is clear, concise, relevant and focused

 

– Review and continue to evolve metrics used to assess business performance to ensure that they provide an appropriate level of detail and insight for the Board

  

 

 

– Continued progress on reducing unnecessary material and presentations

 

– Revised Board template and guidance in place

 

– Regular reporting on business performance has continued to develop in response to Board feedback

 

 

INTERNAL CONTROL

 

BOARD RESPONSIBILITY

 

The Board is responsible for the Group’s risk management and internal control systems, which are designed to facilitate effective and efficient operations and to ensure the quality of internal and external reporting and compliance with applicable laws and regulations. The Directors and senior management are committed to maintaining a robust control framework as the foundation for the delivery of effective risk management. The Directors acknowledge their responsibilities in relation to the Group’s risk management and internal control systems and for reviewing their effectiveness.

 

In establishing and reviewing the risk management and internal control systems, the Directors carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity, the likelihood of a risk event occurring and the costs of control. The process for identification, evaluation and management of the principal risks faced by the Group is integrated into the Group’s overall framework for risk governance. The Group is forward-looking in its risk identification processes to ensure emerging risks are identified. The risk identification, evaluation and management process also identifies whether the controls in place result in an acceptable level of risk. At Group level, a consolidated risk report and risk appetite dashboard are reviewed and regularly debated by the Group Risk Committee, Board Risk Committee and the Board to ensure that they are satisfied with the overall risk profile, risk accountabilities and mitigating actions. The report and dashboard provide a monthly view of the Group’s overall risk profile, key risks and management actions, together with performance against risk appetite and an assessment of emerging risks which could affect the Group’s performance over the life of the operating plan. Information regarding the main features of the internal control and risk management systems in relation to the financial reporting process is provided within the risk management report on pages 38 to 59. The Board concluded that the Group’s risk management arrangements are adequate to provide assurance that the risk management systems put in place are suitable with regard to the Group’s profile and strategy.

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CONTROL EFFECTIVENESS REVIEW

 

An annual control effectiveness review (CER) is undertaken to evaluate the effectiveness of the Group’s control framework with regard to its material risks, and to ensure management actions are in place to address key gaps or weaknesses in the control framework. Business areas and head office functions assess the controls in place to address all material risk exposures across all risk types. The CER considers all material controls, including financial, operational and compliance controls. Senior management complete an attestation to confirm the CER findings which are reviewed and independently challenged by the Risk Division and Group Audit and reported to the Board. Action plans are implemented to address any control deficiencies.

 

REVIEWS BY THE BOARD

 

The effectiveness of the risk management and internal control systems is reviewed regularly by the Board and the Audit Committee, which also receives reports of reviews undertaken by the Risk Division and Group Audit. The Audit Committee receives reports from the Company’s auditor, PricewaterhouseCoopers LLP (which include details of significant internal control matters that they have identified), and has a discussion with the auditor at least once a year without executives present, to ensure that there are no unresolved issues of concern.

 

The Group’s risk management and internal control systems are regularly reviewed by the Board and are consistent with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council and compliant with the requirements of CRD IV. They have been in place for the year under review and up to the date of the approval of the annual report. The Group has determined a pathway to compliance with BCBS 239 risk data aggregation and risk reporting requirements and continues to actively manage enhancements.

 

CONCLUSION

 

Our Controls Frameworks are continuously improved and enhanced, addressing known issues and keeping pace with the dynamic environment. Progress continues to be made in IT, Cyber, and Financial Crime. The 2016 CER assessment provides reasonable assurance that the Group’s controls are effective or that where control weaknesses are identified, they are subject to management oversight and action plans. The Audit Committee, in conjunction with the Board Risk Committee, concluded that the assessment process was effective and recommended them to the Board for approval.

 

REMUNERATION

 

The statement by the Chairman of the Remuneration Committee, the Directors’ Remuneration policy and the Directors’ Remuneration Implementation Report are set out on pages 120 to 151.

 

SPOTLIGHT ON SUBSIDIARY GOVERNANCE

 

The Group conducts the majority of its business through a number of subsidiary entities. The Corporate Governance Framework sets out minimum governance standards and a subsidiary directors’ handbook sets out detailed guidance on the role and responsibilities of a subsidiary director.

 

An annual certification process, at individual entity level, of compliance with the minimum governance standards set out in the Corporate Governance Framework enhances management of any legal, regulatory and reputational risks associated with the Group’s subsidiary entities. The process provides GEC members with additional oversight of subsidiary entities within their respective

 

  

business area, including an escalation process for any matters of non-compliance. In addition, the process provides continued focus on simplification of the Group’s legal entity structure through consideration of the lifecycle of each entity.

 

Scottish Widows Group Limited

The Board of the Group’s insurance subsidiary, Scottish Widows Group Limited, which also sits as the Board of its major subsidiaries, is chaired by a Non-Executive member of the Lloyds Banking Group Board and contains a balance of independent Non-Executive Directors, Group executives (serving as Non-Executives) and Insurance Division executives. This composition supports its legal and regulatory requirements for independent decision making within the overall framework of Group policies and controls.

 

SHAREHOLDER RELATIONSHIPS

 

The Board recognises and values greatly the need to deliver a programme of engagement that offers all shareholders the opportunity to receive Company communications and to share their views with the Board.

 

The Group has a diverse range of shareholders and investors with different communication and engagement needs which are addressed by specialist teams.

 

The Group’s website enables access to documents and communications as soon as they are published, including a live webcast of the AGM. Recordings of webcasts and other analyst presentations are also available.

 

RELATIONSHIPS WITH INSTITUTIONAL INVESTORS

 

Investor Relations has primary responsibility for managing and developing the Group’s external relationships with existing and potential institutional equity investors and analysts. With support from senior management, they achieved this through a combination of more than 1,100 meetings and various presentations in 2016. The presentations were primarily aligned to results and included content on strategic progress and financial and operational performance.

 

In addition to this direct shareholder engagement, Investor Relations provides regular reports to the executive team and Board on key market issues and shareholder concerns.

 

CORPORATE GOVERNANCE MEETING WITH INSTITUTIONAL SHAREHOLDERS

 

In October 2016, the Chairman hosted a meeting with a number of large institutional shareholders focused on the Group’s corporate governance arrangements. Following an overview from the Chairman on the Group’s strategy and culture and Board governance, the shareholders heard from each of the Chairmen of the Audit, Board Risk, Remuneration and Responsible Business Committees and the Senior Independent Director. The meeting was also attended by the Company Secretary and the Group Investor Relations Director. The meeting was structured to allow for an open dialogue and discussion on the matters of importance to institutional shareholders. Those in attendance were especially interested in hearing about the Group’s approach to becoming a more responsible business.

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GOVERNANCE AND EXECUTIVE REMUNERATION

 

Lord Blackwell (Chairman and Chairman of the Nomination and Governance Committee) and Anita Frew (Deputy Chairman and Chairman of the Remuneration Committee) participated in meetings and discussions with investors and other stakeholders, including the Group’s regulators, regarding governance and the strategic direction of the Group. They also engaged with proxy advisors, regulators and shareholders on issues relating specifically to executive remuneration.

 

RELATIONSHIPS WITH RETAIL SHAREHOLDERS

 

The Company Secretary has a team dedicated to engage with retail shareholders who, with support from the Company’s registrar Equiniti Limited, deliver the Group’s shareholder service strategy, including the AGM. Group Secretariat provides feedback to the Board and appropriate Committees to ensure the views of retail shareholders are received and considered.

 

ANNUAL GENERAL MEETING 2016 AT A GLANCE

 

The AGM is an opportunity for shareholders to hear directly from the Board on the Group’s performance and strategic direction, and importantly, to ask questions.

 

– nearly 200 shareholders represented
– over 70 per cent of total voting rights voted
– over 97 per cent of votes cast ‘in favour’ of the Directors’ Remuneration Report
– all resolutions voted on by way of a poll

 

STATEMENT OF COMPLIANCE
 

UK Corporate Governance Code - The UK Corporate Governance Code 2014 (the ‘Code’) applied to the 2016 financial year. The Group confirms that it applied the main principles and complied with all provisions of the Code throughout the year, and that it has applied the UK Corporate Governance Code 2016 since its financial year end. The Code is publicly available at www.frc.org.uk

 

The British Bankers’ Association Code for Financial Reporting Disclosure - The Group has adopted the British Bankers’ Association’s Code for Financial Reporting Disclosure and its 2016 financial statements have been prepared in compliance with its principles.


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NOMINATION AND GOVERNANCE COMMITTEE REPORT

 

We are committed to the highest standards of corporate governance, designed to ensure rigour in the Board’s discussions and decision making

 

   Committee meetings  
         
   Eligible to attend Attended  
Committee Chairman        
Lord Blackwell  5  5  
Committee members who served during 2016        
Alan Dickinson  5  5  
Anita Frew  5  5  
Nick Luff1  5  4  
Anthony Watson  5  5  

 

1 Mr Luff was unable to attend the February Committee meeting due to a prior commitment.

 

A key priority for the Committee, under my leadership, is to keep the composition of the Board and its Committees under review and to make appropriate recommendations to the Board. There were two changes to the Board in 2016. Stuart Sinclair joined the Board in January 2016 and Dyfrig John retired from the Board in May 2016. Stuart’s appointment followed that of Deborah McWhinney, who joined the Board in December 2015.

 

A number of Board changes have been agreed since the year end. Anthony Watson, our Senior Independent Director, will retire at the 2017 AGM after serving more than eight years on the Board, and Nick Luff, an independent Non-Executive Director and Chairman of the Audit Committee, has notified the Board that in light of his other commitments he does not intend to seek re-election at the 2017 AGM. On the Committee’s recommendation, the Board has appointed Anita Frew to succeed Anthony as Senior Independent Director, which she will combine with the role of Deputy Chairman. Anita’s significant board, financial and investment management experience, including as a Senior Independent Director, make her ideally suited to take on this role. On the Committee’s

  

recommendation, the Board has appointed Simon Henry to succeed Nick as Chairman of the Audit Committee. Simon has been a member of the Audit Committee since June 2014 and his background and experience enable him to fulfil the role of Audit Committee Chairman and for SEC purposes the role of Audit Committee financial expert.

 

The Committee will continue to keep under review the structure, size and composition of the Board and its Committees and to make appropriate recommendations to the Board.

 

Another important role for the Committee is ensuring the adequacy of succession planning, including contingency arrangements, both for Board appointments and key senior management roles. An in-depth review was conducted during the year of the Group’s talent management approach and succession pipeline and this will continue to be a focus during 2017.

 

Lord Blackwell

Chairman, Nomination and Governance Committee

 

COMMITTEE PURPOSE AND RESPONSIBILITIES

 

The purpose of the Committee is to keep the Board’s governance, composition, skills, experience, knowledge, independence and succession arrangements under review and to make appropriate recommendations to the Board to ensure the Company’s arrangements are consistent with the highest corporate governance standards.

 

The Committee reports to the Board on how it discharges its responsibilities and makes recommendations to the Board, all of which have been accepted during the year. The Committee’s terms of reference can be found at www.lloydsbankinggroup.com/our-group/corporate-governance

 

COMMITTEE COMPOSITION, SKILLS AND EXPERIENCE

 

To ensure a broad representation of experienced and independent Directors, membership of the Committee comprises the Chairman, the Deputy Chairman, who is also the Chairman of the Remuneration Committee, the Senior Independent Director, the Chairman of the Audit Committee and the Chairman of the Risk Committee. The Group Chief Executive attends meetings as appropriate.

 

ANNUAL EFFECTIVENESS REVIEW

 

During the year, the Committee met its key objectives and carried out its responsibilities effectively, as confirmed by the annual effectiveness review.

 

HOW COMMITTEE MEETINGS ARE RUN

 

The management of the Committee is in keeping with the basis on which meetings of the Board are managed, as detailed on page 155. Its structure facilitates open discussion and debate, with steps taken to ensure adequate time for members of the Committee to consider proposals which are put forward.

 

MATTERS CONSIDERED BY THE COMMITTEE

 

During the year the Committee considered a number of issues relating to the Group’s governance arrangements, both internal and external. It assisted the Chairman in keeping the composition of the Board and its Committees under review and to lead the appointment process for nominations to the Board.

 

These issues are summarised on the next page.

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HOW THE NOMINATION AND GOVERNANCE COMMITTEE SPENT ITS TIME IN 2016

 

KEY ISSUES   COMMITTEE REVIEW AND CONCLUSION
Board and Committee size and composition   During the year the Committee, led by the Chairman, continued to keep under review the structure, size and composition of the Board and its Committees and to make appropriate recommendations to the Board.
The Board should be of sufficient size to reflect a broad range of views and perspectives whilst allowing all Directors to participate effectively in meetings. The Board currently comprises three Executive Directors, nine independent Non- Executive Directors and the Chairman who was independent on appointment.
Details of Board changes are set out on page 164.
Succession planning   The Committee, led by the Chairman, continued to keep the adequacy of succession arrangements under review to ensure the desired mix of skills and experience of Board members now and in the future. Full details of the Group’s approach to succession planning can be found on the next page.
Diversity policy   The Committee reviewed the Board Diversity Policy in light of new and emerging best practice and recommended to the Board a specific target to maintain at least three female Board members and to take opportunities to increase the number of female Board members over time. The Board Diversity Policy is set out below.
Effectiveness   The Committee oversaw the annual evaluations of the performance of the Board and its Committees. In January 2016, the Committee reviewed the findings of the 2015 Board Effectiveness Review and recommended actions to the Board to address the areas identified for improvement. Progress against the plan was reviewed during the year. In preparation for the 2016 Board Effectiveness Review, the Committee made recommendations to the Board on the process and timing of the review, which was carried out internally by the Company Secretary. Full details of the 2016 Board Effectiveness Review together with details of the progress against the 2015 review actions are set out on page 160.
Corporate governance  

In 2016, the Committee:

 

– oversaw the annual review of the Corporate Governance Framework, including the amendments necessary to accommodate the SM&CR and recommended it to the Board for approval

 

– received regular corporate governance updates from the Company Secretary

 

– recommended to the Board a revised share dealing policy for Directors and GEC in light of the new Market Abuse Regulation

 

– reviewed reports from the Chairman on communications from shareholders

 

– received updates on the SM&CR

 

– approved the appointment of Trustees to the Bank’s Foundations

 

– received updates on ring-fencing governance

Independence and time commitments  

In assessing independence, the Committee did not rely solely on the Code criteria but considered whether, in fact, the Non-Executive Director was demonstrably independent and free of relationships and other circumstances that could affect their judgement. It did this with reference to the individual performance and conduct in reaching decisions. It also took account of any relationships that had been disclosed and authorised by the Board.

 

Based on its assessment for 2016, the Committee is satisfied that, throughout the year, all Non-Executive Directors remained independent as to both character and judgement.

 

The Committee reviewed the role, including capabilities and time commitment, of the Chairman, Deputy Chairman, Senior Independent Director, Non-Executive Directors, the Group Chief Executive and Executive Directors and found them to be appropriate.

 

BOARD DIVERSITY POLICY
 
The Board places great emphasis on ensuring that its membership reflects diversity in its broadest sense. A combination of demographics, skills, experience and personal attributes on the Board is important in providing a range of perspectives, insights and challenge needed to support good decision making.
 
New appointments are made on merit, taking account of the specific skills and experience needed to ensure a rounded Board and the diversity benefits each candidate can bring to the overall Board composition. On gender diversity the Board has a specific target to maintain at least three female Board members and, recognising the emerging target for FTSE companies to move towards 33 per cent female representation, to take opportunities to increase the number of female Board members over time where that is consistent with other skills and diversity requirements.
 
The Board also places high emphasis on ensuring the development of diversity in the senior management roles within the Group and supports and oversees the Group’s objective of achieving 40 per cent of senior roles held by female executives by 2020, along with other metrics which promote the engagement of other underrepresented groups within the business. This is underpinned by a range of policies within the Group to help provide mentoring and development opportunities for female executives and to ensure unbiased career progression opportunities. Progress on this objective is monitored by the Board and built into its assessment of executive performance.
 
A copy of the Board Diversity Policy is available on our website at www.lloydsbankinggroup.com/our-group/responsible-business.
 
Female representation on the Board is currently 23 per cent (based on three female directors and 10 male directors).
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OUR APPROACH TO SUCCESSION PLANNING

 

Good succession planning contributes to the delivery of the Group’s strategy by ensuring the desired mix of skills and experience of Board members now and in the future. The Board is also committed to recognising and nurturing talent within executive and management levels across the Group to ensure the Group creates opportunities to develop current and future leaders. The role of succession planning in promoting diversity is recognised and the Group has a range of policies which promote the engagement of underrepresented groups within the business in order to build a diverse talent pipeline.

 

BOARD SIZE AND COMPOSITION

 

Under the leadership of the Chairman, the Committee continued to keep under review the structure, size and composition of the Board and its Committees. At the core of the process is an ongoing assessment led by the Chairman of the collective Board’s technical and governance skill set. From this the Chairman creates a board skills matrix which the Committee uses to track the Board’s strengths and identify gaps in the desired collective skills profile of Board members, giving due weight to diversity in its broadest sense. Recommendations are made to the Board as appropriate.

 

SENIOR MANAGEMENT SUCCESSION

 

During the year, the Committee, led by the Chairman, also reviewed the succession plans for the Group Chief Executive and other key senior management roles.

 

The Committee’s review was shaped by an in-depth review and broader discussion by the Non-Executive Directors of the Group’s talent management approach and succession pipeline for key senior executive roles. This annual talent review allows the Board to identify talent and ensure the Group has the right succession plans and development programmes in place. The review noted the work done to strengthen the approach to talent and development during the year, including the extension of the annual talent review programme and improved tracking and review of succession plans. There was recognition of the further work to be done to continue to increase the diversity of the succession pipeline. The robustness of the succession plans for the Group Chief Executive and other key senior management roles in terms of contingency arrangements and over the medium to longer term were also reviewed.

 

BOARD INDUCTION

 

DEBORAH MCWHINNEY AND STUART SINCLAIR SHARE THEIR INSIGHTS

 

 
Deborah McWhinney and Stuart Sinclair who joined the Board in December 2015 and January 2016 respectively, share their insights on their induction and first year on the Board
 
HOW DID THE INDUCTION PROGRAMME HELP YOU PREPARE FOR YOUR ROLE ON THE BOARD?   HOW WILL YOU REFLECT ON YOUR FIRST YEAR ON THE BOARD?
     
Deborah   Deborah
     

I found the programme very well structured and comprehensive. There was a good mix of formal presentations and more informal sessions. It really brought the business and its issues alive for me and, having spent my career in the United States, the tailored and in-depth overview of the UK regulatory landscape was especially instructive.

 

Colleagues were always very open and willing to spend time with me to ensure my questions were fully answered. The level of openness within the senior management team is reflective of the Group’s wider culture.

 

  

I have extensive experience in managing IT operations and digital innovations. I was therefore delighted to be asked to join the new sub-committee of the Board Risk Committee, solely focusing on IT resilience and cyber security, bringing an independence of judgement and challenge to Board discussions.

 

What also struck me during my first year is the very genuine commitment to diversity in its broadest sense. There is a real understanding that diversity is more than gender, it’s a ‘frame of mind’ that helps bring diversity of thought to Board debate and conversations. I support the Group’s diversity programmes through mentoring women in senior roles and by speaking at diversity events.

 

     
Stuart   Stuart
     

I have been through quite a few inductions over the years and what was especially effective about the Group’s induction was the mixture of highly structured overviews on key topics such as capital, liquidity and conduct, together with self-selected ‘top-ups’ and site visits. Attending functions, conferences, product forums, customer focus groups and branches provided valuable context too.

 

At all times colleagues were welcoming and never failed to find answers to my questions. As a newly appointed Non-Executive Director, I felt that a ‘go anywhere, ask anything’ culture was apparent.

  

I have really enjoyed my first year on the Board because the Group to me was a mixture of relatively familiar topics such as retail network analysis, product testing, capital models and conduct requirements and newer topics such as ring-fencing.

 

Board and Committee meetings are open, fact-based and collegiate in the best sense: on any given topic there will typically be both experts and generalists. The Board culture works to draw all Directors into the subject, allowing for appropriate consideration and challenge from many angles, which enables an appropriate decision to be reached.

     
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AUDIT COMMITTEE REPORT

 

It is the Audit Committee’s job to review the integrity of the financial statements and the effectiveness of the internal and external auditor. The Audit Committee has delivered on its responsibilities

 

   Committee meetings  
         
   Eligible to attend Attended  
Committee Chairman        
Nick Luff  8  8  
Committee members who served during 2016        
Alan Dickinson  8  8  
Anita Frew  8  8  
Simon Henry  8  4 1
Deborah McWhinney  8  8  
Nick Prettejohn  8  7 2
Anthony Watson  8  8  

 

1 Mr Henry was unable to attend Audit Committee meetings in January, July, October and December due to prior executive commitments. Mr Henry will succeed Mr Luff as Audit Committee Chairman following Mr Luff’s retirement at the AGM in May 2017. Prior to taking on the Chairmanship of the Audit Committee, Mr Henry is retiring as Chief Financial Officer of Royal Dutch Shell plc in March 2017.
   
2 Mr Prettejohn was unable to attend the June Audit Committee meeting due to a prior commitment.

 

Throughout 2016, the Audit Committee has continued to focus on its key objectives, overseeing financial reporting, internal controls, whistleblowing, and internal and external audit.

 

Overseeing financial reporting requires an assessment of key accounting judgements and related disclosures. The cost of redress relating to Payment Protection Insurance (PPI) has been substantial, and accounting provisions for this cost remain the most significant judgement made in drawing up the Group’s financial statements.

 

Estimates of the cost have changed as complaint trends and regulatory factors have evolved. The Committee has reviewed these estimates, and challenged the assumptions behind them, as well as ensuring that appropriate disclosures have been made to explain the uncertainties that remain.

 

  

The Committee also considered other areas of significant judgement that were relevant to the financial statements. These included other conduct provisions, loan impairments, tax matters, actuarial assumptions for insurance and pension accounting, and the appropriate classification of gilts held by the Group for liquidity purposes. Further details are set out in this report.

 

The transformation of the internal audit function has also been a focus for the Committee. This has included reviewing the scope and direction of internal audit’s work, overseeing changes to the leadership of the function, supporting independence of audit, and encouraging improved reporting of audit findings. The Committee has also monitored the effectiveness of the external audit as the new lead audit partner was introduced.

 

Nick Luff

Chairman, Audit Committee

 

COMMITTEE PURPOSE AND RESPONSIBILITIES

 

The purpose of the Committee is to monitor and review the Group’s financial and narrative reporting arrangements, the effectiveness of the internal controls over financial reporting and the risk management framework, whistleblowing arrangements and each of the internal and external audit processes.

 

The Audit Committee reports to the Board on how it discharges its responsibilities and makes recommendations to the Board, all of which have been accepted during the year. A full list of responsibilities is detailed in the Committee’s terms of reference, which can be found at www.lloydsbankinggroup.com/our-group/corporate-governance

 

COMMITTEE COMPOSITION, SKILLS AND EXPERIENCE

 

The Committee acts independently of the executive to ensure that the interests of the shareholders are properly protected in relation to financial reporting and internal control.

 

All members of the Committee are independent Non-Executive Directors with competence in the financial sector with the Committee as a whole having competence relevant to the financial sector. Nick Luff is a Chartered Accountant and has significant financial experience in the UK listed environment enabling him to fulfil the role of Audit Committee Chairman, for the purposes of the UK Corporate Governance Code (the ‘Code’) as a member having recent and relevant financial experience, and for SEC purposes, the role of Audit Committee financial expert. In addition, Simon Henry is a Chartered Global Management Accountant and has extensive knowledge of financial markets, treasury and risk management, and also qualifies as a member having recent and relevant financial experience under the Code and an Audit Committee financial expert under SEC rules.

 

HOW COMMITTEE MEETINGS ARE RUN

 

The management of the Committee is in keeping with the basis on which meetings of the Board are managed, as detailed on page 155. Its structure facilitates open discussion and debate, with steps taken to ensure adequate time for members of the Committee to consider proposals which are put forward.

 

During the course of the year, the Committee held separate sessions with the internal and external audit teams, without members of the executive management present.

 

Based on the outcome of the annual board effectiveness review in 2015 additional training for Committee members has been introduced. Targeted training on risk weighted assets, derivative accounting, IFRS9 and insurance accounting has been provided. This year’s annual effectiveness review confirmed the Committee met its key objectives and carried out its responsibilities effectively.

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Whilst the Committee’s membership comprises the Non-Executive Directors noted above, all Non-Executive Directors may attend meetings as agreed with the Chairman of the Committee. The Interim Group Audit Director, the external auditor, the Group Chief Executive, the Chief Financial Officer and the Chief Risk Officer also attend meetings of the Committee as appropriate.

 

During the year the Committee considered a number of issues relating to the Group’s financial reporting, these issues are summarised below, including discussion of the conclusions the Committee reached, and the key factors considered by the Committee in reaching its conclusions.

 

In addition, the Committee considered a number of other significant issues not related directly to financial reporting, including internal controls, internal audit and external audit. These issues are also discussed in detail in the next section, including insight into the key factors considered by the Committee in reaching its conclusions.

 

MATTERS CONSIDERED BY THE COMMITTEE

 

HOW THE AUDIT COMMITTEE SPENT ITS TIME IN 2016

 

FINANCIAL REPORTING

 

During the year, the Committee considered the following significant financial issues in relation to the Group’s financial statements and disclosures, with input from management, Group Audit and the external auditor:

 

KEY ISSUES   COMMITTEE REVIEW AND CONCLUSION

Payment Protection Insurance (PPI)

In determining the adequacy of the provision for redress payments and administration costs in connection with the mis-selling of PPI the Group makes a number of assumptions based on management judgement. Such assumptions include the number of future complaints that will be received and the extent to which they will be upheld; average redress payments; and related administrative costs.

The Group provided a further £1,350 million to cover further operating costs and redress, including the impact of an August 2019 industry deadline. To 31 December 2016, the Group has provided a total of £17,375 million in respect of PPI mis-selling redress and administration costs.

  

– The Committee continued to challenge the assumptions made by management to determine the provision for PPI redress and administration costs. The Committee oversaw continued use of sensitivities reflecting the uncertainty that remains around the ultimate cost of PPI redress.

 

– The Committee also reviewed management’s assessment of the impact of the Financial Conduct Authority’s industry deadline of August 2019 for consumers to make their PPI complaints and final rules and guidance that should apply when firms handle complaints in light of the decision in the Plevin case.

 

– Group Audit undertook periodic agreed upon procedures over the process used by management to calculate the PPI provision. Procedures undertaken were designed to identify the use of reasonable, consistent and supportable assumptions and inputs. No items were raised by exception for consideration by the Committee.

 

– The Committee concluded that the provision for PPI redress and the Group’s external disclosures were appropriate.

 

– The disclosures relating to PPI are set out in note 38: ‘Other provisions’ on page F-56 of the financial statements.

Other conduct provisions

 

The Group has also made provisions totalling £1,085 million in respect of other conduct matters, including £280 million for packaged bank accounts and £261 million for secured and unsecured arrears handling activities.

  

– For packaged bank accounts, the Committee has continued to monitor the utilisation of the provision and management’s assessment of both the remaining exposure and the additional provisions required. This has included reviewing the expected level of complaints and the average redress payments.

 

– The Committee has understood the basis for determining the provision in respect of the Group’s secured and unsecured arrears handling activities. The provision includes the cost of both identifying and rectifying the customers affected.

 

– Group Audit undertook periodic agreed upon procedures over the process that has been used by management to calculate the extent of conduct related provisions. Procedures undertaken were designed to identify the use of reasonable, consistent and supportable assumptions and inputs. No items were raised by exception for consideration by the Committee.

 

– The Committee was satisfied that the provisions for other conduct matters were appropriate. The disclosures relating to other conduct provisions are set out in note 38: ‘Other provisions’ on page F-56 of the financial statements.

Allowance for impairment losses on loans and receivables

 

Determining the appropriateness of impairment losses requires the Group to make assumptions based on management judgement.

  

– The Committee challenged the level of provisions made and the assumptions used to calculate the impairment provisions held by the Group.

 

– Group Audit has provided assurance to the Audit Committee that the impairment governance processes are effective.

 

– The Committee was satisfied that the impairment provisions were appropriate. The disclosures relating to impairment provisions are set out in note 52: ‘Financial risk management’ on page F-87 of the financial statements.

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KEY ISSUES   COMMITTEE REVIEW AND CONCLUSION

Recoverability of the deferred tax asset

 

A deferred tax asset can be recognised only to the extent that it is recoverable. The recoverability of the deferred tax asset in respect of carry forward losses requires consideration of the future levels of taxable profit in the Group.

  

– The Committee considered the recognition of deferred tax assets, in particular the forecast taxable profits based on the Group’s operating plan, the split of these forecasts by legal entity and the Group’s long-term financial and strategic plans.

 

– The Committee agreed with management’s judgement that the deferred tax assets were appropriately supported by forecast taxable profits, taking into account the Group’s long-term financial and strategic plans. The disclosures relating to deferred tax are set out in note 37: ‘Deferred tax’ on page F-53 of the financial statements.

Uncertain tax positions

 

The Group has open tax matters which require it to make judgements about the most likely outcome for the purposes of calculating its tax position.

  

– The Committee took account of the respective views of both management and the relevant tax authorities when considering the uncertain tax positions of the Group. The Committee also understood the external advice obtained by management to support the views taken.

 

– The Committee was satisfied that the provisions and disclosures made in respect of uncertain tax positions were appropriate. The relevant disclosures are set out in note 48: ‘Contingent liabilities and commitments’ on page F-68 of the financial statements.

Retirement benefit obligations

 

The Group must make both financial and demographic assumptions of a judgemental nature to determine the value of the defined benefit obligation.

  

– The Committee considered the financial and demographic assumptions used to determine the defined benefit liabilities, in particular mortality assumptions and the discount rate, which have been updated to reflect recent experience.

 

– The Committee was also satisfied that the Group’s quantitative and qualitative disclosures made in respect of retirement benefit obligations are appropriate. The relevant disclosures are set out in note 36: ‘Retirement benefit obligations’ on page F-47 of the financial statements.

Value-In-Force (VIF) asset and insurance liabilities

 

Determining the value of the VIF asset and insurance liabilities is judgemental and requires economic and non-economic actuarial assumptions.

  

– The Committee challenged the economic and non-economic actuarial assumptions made by management which underpin the calculation of the VIF asset and the insurance liabilities. The Committee also reviewed the movements in the key assumptions since 31 December 2015.

 

– The Committee was satisfied that the value of the VIF asset and insurance liabilities were appropriate. The disclosures are set out in note 24: ‘Value of in-force business’ on page F-38 and note 32: ‘Liabilities arising from insurance contracts and participating investment contracts’ on page F-42 of the financial statements.

Reclassification of gilts held within the liquidity portfolio

 

Determining the appropriate accounting treatment for gilts held within the liquidity portfolio.

  

– During the year, the Group reclassified approximately £20 billion of gilts within the liquidity portfolio as ‘available-for-sale’; the gilts were previously classified as ‘held-to-maturity’.

 

– The Committee considered and was satisfied with management’s assessment of the circumstances which support the reclassification of the gilts, the appropriateness of the accounting treatment and related disclosure.

 

– The disclosure is set out in note 49: ‘Financial instruments’ on page F-71 of the financial statements.

One-off transactions

 

Determining the appropriate accounting for certain one-off transactions requires management to assess the facts and circumstances specific to each transaction.

  

– The sale of Visa Europe is one example of one-off transactions considered by the Audit Committee during the year.

 

– The Committee was satisfied that the accounting treatment of the sale was appropriate.

 

OTHER SIGNIFICANT ISSUES

 

The following matters were also considered by the Committee:

 

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS

 

Full details of the internal control and risk management systems in relation to the financial reporting process are given within the risk management section on pages 44 to 112. Specific matters that the Committee considered during the year included:

 

– the effectiveness of systems for internal control, financial reporting and risk management;
   
– the extent of the work undertaken by the Finance teams across the Group and consideration of the resources to ensure that the control environment continued to operate effectively;
   
– the major findings of internal investigations into control weaknesses, fraud or misconduct and management’s response along with any control deficiencies identified through the assessment of the effectiveness of the internal controls over financial reporting under the US Sarbanes- Oxley Act.

 

The Committee was satisfied that internal controls over financial reporting were appropriately designed and operating effectively.

 

GROUP AUDIT

 

In monitoring the activity, role and effectiveness of the internal audit function and their audit programme the Committee:

 

– monitored the effectiveness of Group Audit and their audit programme through quarterly reports on the activities undertaken and a report from the Quality Assurance function within Group Audit;
   
– approved the annual audit plan and budget and reviewed progress against the plan through the year;
   
– oversaw the process for the appointment of an Interim Group Audit Director; and
   
– considered the major findings of significant internal audits, and management’s response.
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SPEAK UP (THE GROUP’S WHISTLEBLOWING SERVICE)

 

The Committee received and considered reports from management on the Group’s whistleblowing arrangements including summaries of cases and ongoing reviews of the Whistleblowing Governance Structure. On consideration of the reports submitted, the Committee was satisfied with the actions which had been taken, the report first having been considered and approved by the Board’s Whistleblowing Champion, Anita Frew.

 

AUDITOR INDEPENDENCE AND REMUNERATION

 

Both the Board and the external auditor have safeguards in place to protect the independence and objectivity of the external auditor. In 2016 the Audit Committee approved an amended policy to regulate the use of the auditor for non-audit services to ensure compliance with the revised Ethical Standards for Auditors from the Financial Reporting Council (FRC).

 

In order to ensure the objectivity and independence of the external auditor, the policy sets a financial threshold above which all non-audit services provided by the external auditor must be approved in advance by the Committee, with additional provision made for the approval of non-material services which are below the threshold by certain members of senior management. The policy further formalises within the Group the restriction on the provision of non-audit services by the external auditor which the FRC consider to be prohibited.

 

The total amount of fees paid to the auditor for both audit and non audit related services in 2016 is disclosed in note 11 to the financial statements on page F-26.

 

EXTERNAL AUDITOR

 

The Committee oversees the relationship with the external auditor. During the year, the Committee considered the auditors’ terms of engagement (including remuneration), their independence and objectivity and approved the audit plan (including methodology and risk identification processes).

 

In accordance with regulations there was a change of lead audit partner.

 

The Committee also considered the effectiveness and performance of the auditor and the audit process.

 

These assessments considered data and information from a number of sources including:

 

– the results of an internal effectiveness survey; and
   
– the FRC’s Audit Quality Inspection Report (AQIR) on PwC published in May 2016.

 

The Committee concluded that it was satisfied with the auditor’s performance and recommended to the Board a proposal for the reappointment of the auditor, to be approved at the Company’s AGM.

 

STATUTORY AUDIT SERVICES COMPLIANCE

 

The Company and the Group confirm compliance with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the year to 31 December 2016.

 

PwC have been auditor to the company and the Group since 1995, having previously been auditor to certain of the Group’s constituent companies. PwC were re-appointed as auditor with effect from 1 January 2016 following a tender process conducted during 2014. There will be a mandatory rotation for the 2021 audit, if not earlier.

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BOARD RISK COMMITTEE REPORT

 

The Committee has continued to take a dynamic approach to the consideration of existing and emerging risks.

   Committee meetings  
       
   Eligible to attend  Attended  
Committee Chairman          
Alan Dickinson   8    8 
Committee members who served during 2016          
Lord Blackwell   8    8 
Anita Frew   8    8 
Simon Henry   8    71
Nick Luff   8    72
Deborah McWhinney   8    8 
Nick Prettejohn   8    8 
Stuart Sinclair   8    8 
Anthony Watson   8    8 
Sara Weller   8    8 
Former Committee members who served during 2016          
Dyfrig John3   4    4 

 

1 Mr Henry was unable to attend the May Risk Committee meeting due to prior executive commitments.
   
2 Mr Luff was unable to attend the July Risk Committee meeting due to prior executive commitments.
   
3 Mr John retired on 11 May 2016.

 

I am pleased to report on how the Board Risk Committee has discharged its responsibilities throughout 2016.

 

The Committee has continued to take a dynamic approach to the consideration of existing and emerging risks, through a balanced agenda which included standing areas of risk management, together with specific focus on emerging risks focusing significant additional resource where considered necessary. An example of this has been the establishment of dedicated sub-committees to further enhance focus on particular areas, such as IT resilience and cyber security, enabling members of the Committee to direct more time to better understand, and challenge, the associated risks and actions being taken by management.

 

The Committee has continued to build upon the progress reported last year around furthering the understanding of complex risks and seeking to enhance risk management. I am pleased to report that good progress continued to be made throughout 2016 in reducing risks across the Group’s material lending portfolios within both the

Mortgage and Commercial businesses. The Committee will continue to review progress and developments during 2017.

 

The Group continues to operate in an environment subject to considerable change and, during 2016, another key area of activity for the Committee has been the proactive review, oversight and management of risks arising from the outcome of the EU referendum and wider geo-political risks. The Committee will continue to monitor developments and any impact on the Group’s risk profile.

 

The Committee has concluded, through its detailed work, that the Group continues to have strong discipline in the management of both emerging and existing risks, and the Committee’s work continues to help support the Group in achieving its core aim of operating as a safe, low risk bank.

 

Alan Dickinson

Chairman, Board Risk Committee


 

Committee purpose and responsibilities

The purpose of the Board Risk Committee is to review the risk culture of the Group, setting the tone from the top in respect of risk management. The Committee is also responsible for ensuring the risk culture is fully embedded and supports at all times the Group’s agreed risk appetite, covering the extent and categories of risk which the Board considers as acceptable for the Company.

 

In seeking to achieve this, the Committee assumes responsibility for monitoring the Group’s Risk Management Framework, which embraces risk principles, policies, methodologies, systems, processes, procedures and people. It also includes the review of new, or material amendments to risk principles and polices, and overseeing any action resulting from material breaches of such policy.

 

More details on the Group’s wider approach to risk management can be found in the risk management section on pages 44 to 112. Full details of the Committee’s responsibilities are set out in its terms of reference, which can be found at www.lloydsbankinggroup.com/our-group/corporate-governance

 

Committee composition, skills and experience

Alan Dickinson, Chairman of the Committee, is a highly regarded retail and commercial banker, having spent 37 years with the Royal Bank of Scotland, most notably as Chief Executive of RBS UK, overseeing the group’s Retail and Commercial operations in the UK. The Committee is composed of independent Non-Executive Directors, who provide core banking and risk knowledge, together with breadth of experience which brings knowledge from other sectors, and a clear awareness of the importance of putting the customer at the centre of all that the Group does.

 

Since January 2016, all Non-Executive Directors have been members of the Board Risk Committee. The Chief Risk Officer has full access to the Committee and attends all meetings. The Interim Group Audit Director and members of the Executive also attend meetings as appropriate.

 

During the year the Committee met its key objectives and carried out its responsibilities effectively, as confirmed by the annual effectiveness review.

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How Committee meetings are run

The management of the Committee is in keeping with the basis on which meetings of the Board are managed, as detailed on page 155, with a structure which facilitates open discussion and debate. Steps are taken to ensure adequate time for members to consider proposals which are put forward.

 

As the most senior risk forum in the Group, the Committee interacts with other related risk forums, including the Executive Group Risk Committee. Such interaction assists with the agenda planning process, where in addition to annual agenda planning, matters considered by the Group Risk Committee are reviewed to ensure escalation of all relevant matters to the Board Risk Committee.

 

Matters considered by the Committee

Over the course of the year the Committee considered a wide range of risks facing the Group, both standing and emerging, across all key areas of risk management, in addition to risk culture and risk appetite, as noted above.

 

As part of this review, certain risks were identified which required further detailed consideration. Set out below is a summary of these risks, with an outline of the material factors considered by the Committee, and the conclusions which were ultimately reached.

 

In addition, during 2016, two further sub-committees of the Board Risk Committee were established to focus on Financial Markets and IT Resilience & Cyber, in addition to an existing Stress Testing & Recovery Planning sub-committee. The sub-committees were constituted to enable members of the Board Risk Committee to dedicate additional time and resource to better understand and to enable fuller review and challenge of the risks associated with the topic of the sub-committee.

 

KEY ISSUES   COMMITTEE REVIEW AND CONCLUSION

EU referendum

The Committee regularly reviewed a range of lead economic and Key Performance Indicators across the portfolios, to help identify any early signs of deterioration in the economy and the Group’s credit risk profile.

  

As a result of the referendum outcome and to manage the impact of uncertainty caused by the referendum process and ensuing economic concerns, detailed EU exit portfolio assessments were undertaken to understand potential impacts on the Bank’s credit risk profile and to assess the potential need for any changes to Group risk appetite. Additional regular monitoring of internal and external early warning and key performance indicators was instigated and continues to be closely monitored by the Committee to track any adverse movement in the risk profile of the Retail and Commercial portfolios, and to ensure that risk appetite remains appropriate.

 

Conclusion: Regular monitoring continues to assist the Committee in its assessment of the portfolios, with management continuing to take action to mitigate potential risks associated with the EU exit decision. Key credit risks continue to be well managed through strong, effective risk management and risk appetite, including early identification and management of potential concern customers.

Cyber risk and IT resilience

A resilient IT environment is critical to providing reliable services to customers and enabling sustainable growth. The dynamic threat posed by cyber risk and the potential for external attacks on the integrity of electronic data or the availability of systems are key risks for the Group and central area of focus for the Committee.

  

Given the dynamic nature and significance of IT and cyber risks the Committee has established a sub-committee to enable more in depth consideration of IT resilience and cyber risks. During the year the sub-committee gave consideration to a wide range of issues including insider risk, cyber reverse stress testing, IT Resilience and Cyber Programme updates, cyber insurance and cloud technology. Alongside this an advisory panel comprising external industry experts has been established to provide the sub-committee with an external view of current and evolving industry wide cyber security threats, challenges and developments.

 

Conclusion: Much has been achieved in respect of IT resilience and cyber security initiatives and the focus given by the Committee during 2016 has raised awareness across the Group. However, IT resilience and cyber security risk will remain a key area of focus for the Committee in 2017.

Conduct risk

The Committee continues to focus closely on the Group’s approach to conduct risk.

  

Throughout 2016, the Committee considered reports on the proactive identification and resolution of conduct issues which have had an impact on customers. The pace and quality of required remediation received particular attention together with actions taken to address root cause analysis and the prevention of similar issues. Consideration was also given to the conduct risks within the collections process for customers in arrears as well as customers in financial difficulties. In addition the Committee considered developments in the Group’s conduct culture as well as reports on complaints, conduct risk appetite metrics and product governance.

 

Conclusion: Whilst good progress has been made as a result of the Group’s conduct strategy initiatives, continued improvement in the Group’s conduct risk profile will remain a priority for the Group in 2017 and will continue to be a subject of focus for the Committee.

UK Secured and buy-to-let

Regular reviews were undertaken of the risks associated with the UK Secured portfolio, including specifically the buy-to-let segment.

  

In reviewing the UK Secured portfolio, consideration was given to the quality of new lending, the credit performance of the portfolio, the risk adjusted returns, and the adequacy of impairment and capital provisions under both expected and stressed conditions. The Committee specifically considered appetite for higher loan to value lending following the government’s announcement to discontinue the Help to Buy 2 scheme. Additionally, for the buy-to-let segment, the Committee reviewed management’s plans to implement changes in response to the revised tax regime and additional regulatory requirements for underwriting.

 

Conclusion: The Group’s mortgage portfolio remains well balanced, with overall debt to value ratios having improved and concentration risks reduced. Management continues to take appropriate action to address the risks arising from these portfolios and the Committee will continue to review developments during the course of 2017.

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KEY ISSUES   COMMITTEE REVIEW AND CONCLUSION

Data risk

Data risk has been identified as a key focus within the Group to take into account the growing importance of data as a means of competitive advantage and to underpin key risk decision making and risk management.

  

The Committee continued to focus attention on key data initiatives within the Group. The Committee considered a number of reports on data risk throughout 2016 covering, amongst other topics, user access management, risk data aggregation and reporting and data privacy, all of which have impacts across the Group. Additionally, regular reporting on data risk, as a distinct risk type, has been introduced in 2016 in recognition of the growing importance of data as an asset to the Group as well as the forthcoming EU General Data Protection Regulation (GDPR).

 

Conclusion: Improvement to risk data systems, governance and controls over the last two years have strengthened risk reporting, whilst there remains opportunity to develop further. Data risk will remain a key area of focus for the Committee in 2017 in line with the growing importance of data as an asset to the Group and maturity of the Group Chief Data Office.

Residual value risk

A review of the impact of used car prices on the residual value risk of motor finance businesses was undertaken.

  

Given the increased uncertainty around used car prices in the current market environment, consideration was given to the residual value risk associated with the Group’s growing motor finance businesses and the impact of a range of possible scenarios for the future path of used car prices and deteriorating macro environment.

 

Conclusion: The combination of pricing that reflects the future value of vehicles, and prudent provisioning, appropriately reflects potential risk. The Committee introduced a new risk appetite limit to reflect planned business growth and manage the concentration of residual value risk. The Committee will continue to monitor this throughout 2017.

Stress testing

The review of stress testing exercises and their results continued to be a key area of focus during the year.

  

The Committee reviewed a diverse set of stress testing scenarios in 2016, including internally defined moderate and severe economic downturns, reverse stress test events including a large scale cyber-attack and external scenarios set by the Bank of England and the European Banking Authority.

 

The assessment included a review of the resilience of the Group, including specific areas of focus such as credit risk as well as impacts on the Group’s capital and liquidity positions. An assessment of the impact on dividends and mitigating actions proposed by management in each scenario was also undertaken.

 

Conclusion: The Group’s capital and liquidity positions remained above required minimums and the relevant risk appetite metric, with outcomes reflecting the ongoing de-risking by the Group. The implementation and assessment of robust and well managed stress testing arrangements will remain a key area of focus for the Committee in the coming year.

Model risk

The approach to model risk management, including the Group’s model governance framework, material models and regulatory requirements were reviewed.

  

Assessment was made of the overall governance framework for models including scope, the model landscape, the role of the Group Model Governance Committee and modelling standards. Additionally, the Committee considered the Group’s material models at Divisional level, including their purpose, design and how regular performance monitoring and validation ensure they remain fit-for-purpose and identify areas for improvement in an evolving regulatory environment. The Committee also observed a structured reporting framework which facilitates good senior management awareness and escalation, when required.

 

Conclusion: The Group’s management of model risk is robust with a strong control framework, consisting of specialist teams, regular performance monitoring, annual validation and appropriate escalation of issues. Model risk will continue to be an area of focus for the Committee via regular reporting, including risk appetite measures.

Commercial Banking portfolios

The Committee considered a range of regular and ad-hoc papers covering key risks associated with the Commercial Banking portfolios.

  

The Committee continued to provide oversight of the risks in the Commercial Banking portfolios via a regular update on the credit quality in key sectors such as Commercial Real Estate, Acquisition Finance and SME as well as oversight of large single name exposures.

 

Additional topics covered in 2016 included country risk, the potential impact of the EU referendum, a review of the exposure to European Banks and deep dives in to the oil and gas sector. There was also increased focus on the Financial Markets business and the associated traded market risk through a newly created sub-committee.

 

Conclusion: Regular and cyclical assessments of key portfolios has assisted the Committee in its oversight of risk management within Commercial Banking and any impact arising from both existing and emerging risks. Management continues to take satisfactory action to mitigate and address risks and the Committee will continue to review core aspects of the Commercial Banking business during 2017.

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RESPONSIBLE BUSINESS COMMITTEE REPORT

 

Being a responsible business is fundamental to our strategy. We are proud that our colleagues support so many people, businesses and communities across the UK to achieve a better future through the work of our Helping Britain Prosper Plan

 

   Committee meetings  
       
   Eligible to attend  Attended  
Committee Chairman          
Sara Weller   5    5 
Committee members who served during 2016          
Lord Blackwell   5    5 
Anita Frew   5    41

 

1 Ms Frew was unable to attend the Committee meeting in April 2016 due to a prior business commitment

 

I am pleased to present the second Responsible Business Committee report, following its establishment in July 2015.

 

Responsible Business practices are fundamental building blocks of our strategy, and the Committee has made good progress in continuing to support the embedding of responsible business activities during 2016.

 

The Committee focuses its work on the three areas of People, Businesses and Communities. At each meeting we explore in depth the progress made towards achieving the Group’s purpose of helping Britain prosper, through becoming the best bank for customers.

 

Key areas reviewed have been: work to deepen our customer-centric culture; programmes to tackle disadvantage, including through our Foundations, our role in supporting UK businesses build for the future; and the development of the programme of skills-based volunteering undertaken by colleagues across the Group.

 

The Committee is supported in its work by two business-wide committees which report to the Group Chief Executive: the Group Customer First Committee and the Responsible Business Management Committee. Information on the work of these committees can be found on page 51.

I welcomed the opportunity during the year to get involved in responsible business activities in different parts of the country, including taking part in a panel for the School for Social Entrepreneurs (more detail on page 175). And I very much enjoyed meeting the profoundly deaf founder of the Yumma Café, a catering business aimed specifically at supporting deaf people. This was a great example of how the personal experience which drives many social entrepreneurs is making a significant difference. I would like to thank all those who attended our meetings this year for their support.

 

I would like to thank all the Board Directors and executives who attended and contributed to the Committee during the year. Most of all, I would like to recognise the tremendous contribution of our colleagues who have given their support to people, businesses and communities across the country, to help Britain prosper.

 

Sara Weller

Chairman, Responsible Business Committee


 

COMMITTEE COMPOSITION AND EFFECTIVENESS

 

The membership of the Committee comprises Sara Weller, independent Non-Executive Director (Chairman of the Committee) the Group Chairman and the Deputy Chairman. All Non-Executive Directors are invited to attend the Committee’s meetings. The Group Chief Executive attended two meetings in 2016. During the year, the Committee met its key objectives and carried out its responsibilities effectively, as confirmed by the annual effectiveness review.

 

THE OPERATION OF THE COMMITTEE

 

Committee meetings are managed in accordance with the principles outlined on page 155 for the management of Board agendas and meetings. These principles are intended to facilitate open debate and constructive challenge. The Committee Chairman reviews the draft agenda regularly to ensure that adequate time is devoted to issues of interest to Committee members and that its key responsibilities are addressed. The Committee Chairman reports regularly to the Board on the Committee’s work and presents the Helping Britain Prosper Plan to the Board for approval prior to publication.

 

HOW THE COMMITTEE SPENT ITS TIME IN 2016

 

The Committee has reviewed and discussed the following topics:

 

– the development of the Group’s responsible business strategy, with input from the Group Chief Executive
– the Group’s approach to measuring stakeholder and customer trust against its peers in financial services and acknowledged leaders in generating trust
– the continuing development of the Group’s culture programme, in conjunction with the Board
– the results of colleague surveys as they relate to the Group’s responsible business activities
– the steps taken to identify vulnerable customers and to ensure the Group’s products and customer service approach take account of their varying needs
– the initiatives in place to tackle financial disadvantage amongst customers and to promote financial and digital inclusion
– the work of the School for Social Entrepreneurs and the Schools Activity Programme
– a report on the Group’s charitable Foundations, and their planned future activities, from the Chief Executive of the Lloyds Bank Foundation for England and Wales
– the Group’s responsible and sustainable finance approach, including the creation of the Green Loan Initiative and the work being done to develop innovative solutions to meet the increasing demand of customers for responsible lending products

 

RESPONSIBLE BUSINESS COMMITTEE AND EXTERNAL STAKEHOLDERS

 

The members of the Committee have an ongoing dialogue with key stakeholders with an interest in the Committee’s activities. Committee members look forward to engaging with key stakeholders, including the independent Stakeholder Panel, in 2017.

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CORPORATE GOVERNANCE

 

 

 

RESPONSIBLE BUSINESS IN ACTION: SCHOOL FOR SOCIAL ENTREPRENEURS

 

The Lloyds Bank and Bank of Scotland Social Entrepreneurs programme is delivered through a partnership with the School for Social Entrepreneurs and the Big Lottery. The programme aims to support 2,000 social entrepreneurs by 2020.

 

In July 2016, Sara Weller was asked to join a panel to select the next cohort of 21 Social Entrepreneurs to secure a place on the programme. This was an opportunity to understand how each of the social entrepreneurs is supported through a 12 month package comprising a series of interactive learning sessions, a senior colleague from within Lloyds Bank to support them as they develop their social business, and a small grant.

The panel membership comprised local colleagues, representatives from the SSE Dartington school and a member of South Gloucestershire Council. Each candidate ‘pitches’ their social business idea for three minutes before being interviewed by the panel.

 

The programme attracts a diverse array of applicants, ranging from an artisan bakery providing employment opportunities for young adults with learning difficulties to an artists’ space dedicated to tackling problems of isolation through arts and creativity.


 

DISCLOSURE CONTROLS AND PROCEDURES

 

As of 31 December 2016, Lloyds Banking Group, under the supervision and with the participation of the Group’s management, including the Group Chief Executive and the Chief Financial Officer, performed an evaluation of the effectiveness of the Group’s disclosure controls and procedures. Based on this evaluation, the Group Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, at 31 December 2016, were effective for gathering, analysing and disclosing with reasonable assurance the information that Lloyds Banking Group is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. The Lloyds Banking Group’s management necessarily applied its judgement in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There have been no changes in the Lloyds Banking Group’s internal control over financial reporting during the year ended 31 December 2016 that have materially affected, or are reasonably likely to materially affect, the Lloyds Banking Group’s internal control over financial reporting.

 

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of Lloyds Banking Group plc is responsible for establishing and maintaining adequate internal control over financial reporting. Lloyds Banking Group plc’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

 

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and directors of Lloyds Banking Group plc; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

The management of Lloyds Banking Group plc assessed the effectiveness of the Company’s internal control over financial reporting at 31 December 2016 based on the criteria established in Internal Control – Integrated Framework 2013 issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). Based on this assessment, management concluded that, at 31 December 2016, the Company’s internal control over financial reporting was effective.

 

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an audit report on the Company’s internal control over financial reporting as of 31 December 2016. This report appears on page F-2.

 

GOING CONCERN

 

The going concern of the Company and the Group is dependent on successfully funding their respective balance sheets and maintaining adequate levels of capital. In order to satisfy themselves that the Company and the Group have adequate resources to continue to operate for the foreseeable future, the Directors have considered a number of key dependencies which are set out in the risk management section under principal risks and uncertainties: funding and liquidity on page 42 and pages 95 to 100 and capital position on pages 101 to 108 and additionally have considered projections for the Group’s capital and funding position. Accordingly, the Directors conclude that it is appropriate to continue to adopt the going concern basis in preparing the accounts.

176

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

MAJOR SHAREHOLDERS

 

As at 31 December 2016, 31 December 2015 and 31 December 2014, the Company had received notification from The Solicitor for the Affairs of Her Majesty’s Treasury (HM Treasury) that it had a direct interest of 6.93 per cent, 9.9 per cent and 24.9 per cent respectively in the Company’s issued ordinary share capital with rights to vote in all circumstances at general meetings. Subsequent to 31 December 2016, the Company has received notifications from The Solicitor for the Affairs of Her Majesty’s Treasury (HM Treasury) on 6 January 2017, 27 January 2017 and 22 February 2017 that its direct interest in the Company’s issued ordinary share capital had reduced to 5.95 per cent, 4.998 per cent and then to 3.89 per cent respectively. Based solely on the Schedule 13-G filed by BlackRock, Inc. with the US Securities and Exchange Commission dated 24 January 2017, as at 31 December 2016, BlackRock, Inc. beneficially owned 6.4 per cent (representing 4,566,352,317 ordinary shares) of the Company’s issued ordinary share capital. As at 24 February 2017 no other notification has been received that anyone has an interest of 3 per cent or more in the Company’s issued ordinary share capital. Further information on HM Treasury’s shareholding in the Company is provided in Business – History and development of Lloyds Banking Group.

 

All shareholders within a class of the Company’s shares have the same voting rights.

 

As at 31 December 2016, the Company had 2,509,505 registered ordinary shareholders. The majority of the Company’s ordinary shareholders are registered in the United Kingdom. 1,803,454,609 ordinary shares, representing 2.53 per cent of the Company’s issued share capital, were held by BNY Mellon as depositary for the ordinary share American Depositary Share Programme through which there were 178 record holders.

 

Additionally, the majority of the Company’s preference shareholders are registered in the United Kingdom, with a further one record holder with an address in the United States registered through the Company’s preference share American Depositary Share Programme.

 

RELATED PARTY TRANSACTIONS

 

The Group, as at 31 December 2016, had related party transactions with 21 key management personnel, certain of its pension funds, collective investment schemes and joint ventures and associates. See note 47 to the financial statements.

177

REGULATION

 

APPROACH OF THE FINANCIAL CONDUCT AUTHORITY (FCA)

 

As per the Financial Services and Markets Act 2000 (FSMA) (amended by the Financial Services Act 2012), the FCA has a strategic function to ensure that the relevant markets function well. In support of this, the FCA has three operational objectives: to secure an appropriate degree of protection for consumers; to protect and enhance the integrity of the UK financial system and to promote effective competition in the interests of consumers.

 

The FCA Handbook sets out rules and guidance across a range of conduct issues with which financial institutions are required to comply including high level principles of business and detailed conduct of business standards and reporting standards.

 

REGULATORY APPROACH OF THE PRA

 

As per the Financial Services Act 2012, the PRA has two statutory objectives: to promote the safety and soundness of the firms which it supervises and, with respect to insurers, to contribute to the securing of an appropriate degree of protection for policyholders. The PRA’s regulatory and supervisory approach incorporates three key characteristics: to take a judgement-based approach, a forward-looking approach, and a focused-approach.

 

The PRA has largely inherited the prudential aspects of the former FSA Handbook, including regulations and guidance relating to capital adequacy and liquidity among several other things.

 

OTHER BODIES IMPACTING THE REGULATORY REGIME

 

THE BANK OF ENGLAND AND HM TREASURY

 

The agreed framework for co-operation in the field of financial stability in the financial markets is detailed in the Memorandum of Understanding published jointly by HM Treasury, the FCA (formerly the FSA) and the Bank of England (now including the PRA) (together, the “Tripartite Authorities”). The Bank of England has specific responsibilities in relation to financial stability, including: (i) ensuring the stability of the monetary system; (ii) oversight of the financial system infrastructure, in particular payments systems in the UK and abroad; and (iii) maintaining a broad overview of the financial system through its monetary stability role. The Bank also wholly incorporates the PRA.

 

UK FINANCIAL OMBUDSMAN SERVICE (FOS)

 

The FOS provides consumers with a free and independent service designed to resolve disputes where the customer is not satisfied with the response received from the regulated firm. The FOS resolves disputes for eligible persons that cover most financial products and services provided in (or from) the UK. The jurisdiction of the FOS extends to include firms conducting activities under the Consumer Credit Act (CCA). Although the FOS takes account of relevant regulation and legislation, its guiding principle is to resolve cases on the basis of what is fair and reasonable; in this regard, the FOS is not bound by law or even its own precedent. The decisions made by the FOS are binding on regulated firms.

 

THE FINANCIAL SERVICES COMPENSATION SCHEME (FSCS)

 

The FSCS was established under the FSMA and is the UK’s statutory fund of last resort for customers of authorised financial services firms. Companies within the Group are 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. The FSCS can pay compensation to customers if a firm is unable, or likely to be unable, to pay claims against it. The FSCS is funded by levies on firms authorised by the PRA and the FCA, including companies within the Group.

 

LENDING STANDARDS BOARD

 

The Lending Standards Board (formerly the Banking Code Standards Board) is responsible for monitoring and enforcing compliance with the Standards of Lending Practice (which replaced the voluntary Lending Code on 1 October 2016. The standards relate to certain lending (current account overdrafts, loans and credit cards) to consumers, micro-enterprises and charities with an income of less than £1 million.

 

UK COMPETITION AND MARKETS AUTHORITY (CMA)

 

Since 1 April 2014 the competition functions previously exercised by the Office of Fair Trading and the Competition Commission have been transferred to the new CMA or the FCA. The CMA’s regulatory and enforcement powers impact the banking sector in a number of ways, including powers to investigate and prosecute a number of criminal offences under competition law. In addition, the CMA is now the lead enforcer under the Unfair Terms in Consumer Contracts Regulations 1999.

 

UK INFORMATION COMMISSIONER’S OFFICE

 

The UK Information Commissioner’s Office is responsible for overseeing implementation of the Data Protection Act 1998. This Act regulates, among other things, the retention and use of data relating to individual customers. The Freedom of Information Act 2000 (the FOIA) sets out a scheme under which any person can obtain information held by, or on behalf of, a ‘public authority’ without needing to justify the request. A public authority will not be required to disclose information if certain exemptions set out in the FOIA apply.

 

THE PAYMENTS SYSTEM REGULATOR (PSR)

 

The Payment System Regulator (PSR) is an independent economic regulator for the £75 trillion payment systems industry, which was launched back in April 2015. Payment systems form a vital part of the UK’s financial system – they underpin the services that enable funds to be transferred between people and institutions. The purpose of PSR is to make payment systems work well for those that use them. The PSR is a subsidiary of the Financial Conduct Authority, but has its own statutory objectives, Managing Director and Board. In summary their objectives are: to ensure that payment systems are operated and developed in a way that considers and promotes the interests of all the businesses and consumers that use them; to promote effective competition in the markets for payment systems and services - between operators, PSPs and infrastructure providers; and to promote the development of and innovation in payment systems, in particular the infrastructure used to operate those systems.

 

COMPETITION REGULATION

 

The CMA commenced a Phase 2 competition investigation into Personal Current Account (PCA) and SME Banking in November 2014. The final CMA report was published on 9 August 2016. Findings and proposed remedies were largely as expected and consistent with the Interim publication. Key remedies include: introduction of ‘Open Banking’, publication of service quality information and customer information prompts. Recommendations were also made regarding improvements to Current Account switching, monthly maximum charge for PCA overdraft users, overdraft notifications and additional measures for small business to make comparison easier.

 

The FCA obtained concurrent competition powers on 1 April 2015 in relation to the provision of financial services in the UK, in addition to its already existing competition objective. The FCA has been undertaking a programme of work to assess markets across financial services to ascertain whether or not competition is working effectively in the best interests of consumers. The FCA announced on 3 November 2016 that it will take action to improve

178

REGULATION

 

competition in the current account market, following the CMA’s recommendations. The FCA actions will extend beyond the CMA remedies and will include considering whether rules are required in relation to the maximum monthly charge for overdrafts plus taking forward further work on overdrafts through its work on high cost credit. The FCA will also act as an observer on the Open Banking steering group and be involved in developing and testing “prompts” to encourage customers to consider their banking arrangements.

 

The Payment Systems Regulator (PSR) became operational in April 2015 with concurrent competition powers in respect of UK payment systems, in addition to a statutory objective to promote effective competition. The PSR has completed two market reviews into the provision of indirect access and into the ownership and competitiveness of payments infrastructure. The final report for indirect access was published in July noting some concerns with quality of access, limited choice and barriers to switching. The final report for competitiveness of payments infrastructure, also published in July, noted some concerns with competition in payments infrastructure.

 

In addition, the PRA also has a secondary objective under the Financial Services (Banking Reform) Act to, so far as reasonably possible, act in a way which facilitates effective competition.

 

The UK government has a continuing interest in competition. In November 2015, the Government published a document entitled “A better deal: boosting competition to bring down bills for families and firms”. This document focuses on the competition aspects of the government’s productivity plan and aims to promote competition in various sectors, including financial services.

 

The new regulatory regime may lead to greater UK Government and regulatory scrutiny or intervention in the future, ranging from enforced product and service developments and payment system changes to significant structural changes. This could have a significant effect on the Group’s operations, financial condition or the business of the Group.

 

EU REGULATION

 

A High Level Expert Group, chaired by Erkki Liikanen (the ‘Liikanen Report’), considered whether there is a need for structural reforms of the EU banking sector and to make relevant proposals as appropriate, with the objective of establishing a stable and efficient banking system serving the needs of citizens, the economy and the internal market. The High Level Expert Group presented its recommendations to the EU Commissioner on 2 October 2012. They recommended a set of five measures that augment and complement the set of regulatory reforms already enacted or proposed by the EU, the Basel Committee and national governments. First, proprietary trading and other significant trading activities should be assigned to a separate legal entity if the activities to be separated amount to a significant share of the bank’s business. This would ensure that trading activities beyond the threshold are carried out on a stand-alone basis and separate from the deposit bank. The other measures include: emphasising the need for banks to draw up and maintain effective and realistic recovery and resolution plans; supporting the use of designated bail out instruments; applying more robust weights in the determination of minimum capital standards; and augmenting existing corporate governance reforms such as strengthening boards and management, promoting the risk management function, rein in compensation for bank management and staff, improve risk disclosure, and strengthening sanctioning powers.

 

On 17 January 2014, the EU Commission published a press release confirming that it intends to make a proposal for the reform of the structure of banking in the EU, which will be based on the Liikanen Report. The objective of the reforms will be to make the financial sector as a whole more robust and resilient, to reduce the impact of potential bank failures, and ensure the financial sector is at the service of the real economy. In doing so, the reforms will aim to eliminate the concept of banks being ‘too big to fail.’ The proposed regulation included derogation from the separate requirements for banks in member states which had implement equivalent legislation before 29 January 2014 (including the UK). The form of the proposed EU regulation has been subject to much debate within the European institutions, with uncertainty surrounding both the outcome and timeline for conclusion. The main disagreements concern the need for ‘automatic’ separation of trading activities and the level of discretion given to National Competent Authorities.

 

The UK is subject to the directives introduced under the Financial Services Action Plan. However, these directives are regularly reviewed at EU level and could be subject to change. The Group will continue to monitor the progress of these initiatives, provide specialist input on their drafting and assess the likely impact on its business.

 

CRD IV implements the Basel III agreement in the EU, and introduces significant changes in the prudential regulatory regime applicable to banks including: increased minimum capital ratios; changes to the definition of capital and the calculation of risk-weighted assets; and the introduction of new measures relating to leverage, liquidity and funding. CRD IV also makes changes to rules on corporate governance, including remuneration, and introduces standardised EU regulatory reporting requirements which will specify the information that must be reported to supervisors in areas such as own funds, large exposures and financial information.

 

On 29 January 2014 the European Commission published its long-awaited proposals for structural reform of EU banks in the form of a draft regulation. The proposals apply to the largest EU banks and groups – on the basis of historical data the Commission estimates that 29 EU banks may be subject to such proposed regulation. The Commission’s publication is only a proposal at this stage. It may well be amended, perhaps substantially, by the European Parliament and the Council before it is adopted.

 

US REGULATION

 

In the United States, Lloyds Bank plc maintains a branch in New York, licensed by the New York State Department of Financial Services (NYDFS) and subject to regulation and examination by the NYDFS and the Federal Reserve Bank of New York (FRBNY). Bank of Scotland plc maintains a branch in New York (also licensed by the NYDFS and subject to regulation and examination by the NYDFS and the FRBNY) and maintains a representative office in Houston, licensed by the State of Texas and subject to regulation and examination by the banking supervisors of the State of Texas and the Federal Reserve Bank of Dallas. A former representative office which Bank of Scotland plc maintained in Chicago was closed and its license surrendered to the Division of Banking of the State of Illinois as of 31 August 2016.

 

The licensing authority of each US branch has the authority, in certain circumstances, to take possession of the business and property of Lloyds Bank plc and Bank of Scotland plc located in the state of the office it licenses. Such circumstances generally include violations of law, unsafe business practices and insolvency.

 

The existence of branches in the US subjects Lloyds Banking Group plc and its subsidiaries doing business or conducting activities in the US to oversight by the Board of Governors of the Federal Reserve System (Federal Reserve Board).

 

Each of Lloyds Banking Group plc, Lloyds Bank plc, HBOS plc and Bank of Scotland plc is a foreign banking organisation treated as a bank holding company within the meaning of the US Bank Holding Company Act of 1956 (BHC Act) in accordance with the provisions of the International Banking Act of 1978 and each has elected, with the permission of the Federal Reserve Board, to be treated as a financial holding company under the BHC Act.

179

REGULATION

 

Financial holding companies may engage in a broader range of financial and related activities than are permitted to bank holding companies that do not maintain financial holding company status, including underwriting and dealing in all types of securities. To maintain financial holding company status, Lloyds Banking Group plc, Lloyds Bank plc, HBOS plc and Bank of Scotland plc are required to meet certain capital ratios and be deemed to be ‘well managed’ for purposes of the Federal Reserve Board’s regulations. The Group’s direct and indirect activities and investments in the United States are limited to those that are ‘financial in nature’ or ‘incidental’ or ‘complementary’ to a financial activity, as determined by the Federal Reserve Board.

 

The Group is also required to obtain the prior approval of the Federal Reserve Board before acquiring, directly or indirectly, the ownership or control of more than 5 per cent of any class of the voting shares of any US bank or bank holding company.

 

The Group’s US broker dealer, Lloyds Securities Inc. is subject to regulation and supervision by the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority with respect to its securities activities, including sales methods, trade practices, use of safekeeping of customers’ funds and securities, capital structure, recordkeeping, the financing of customers’ purchases and conduct of directors, officers and employees.

 

A major focus of US governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing and enforcing compliance with US economic sanctions, with serious legal and reputational consequences for any failures arising in these areas. The Group engages, or has engaged, in a limited amount of business with counterparties in certain countries which the US State Department currently designates as state sponsors of terrorism, including Iran, Syria and Sudan. The Group intends to engage only in new business in such jurisdictions and only in very limited circumstances where the Group is satisfied concerning legal, compliance and reputational issues. At 31 December 2016, the Group does not believe that the Group’s business activities relating to countries designated as state sponsors of terrorism were material to its overall business.

 

The Group estimates that the value of the Group’s business in respect of such states represented less than 0.01 per cent of the Group’s total assets and, for the year ended December 2016, the Group believes that the Group’s revenues from all activities relating to such states were less than 0.001 per cent of its total income, net of insurance claims. This information has been compiled from various sources within the Group, including information manually collected from relevant business units, and this has necessarily involved some degree of estimate and judgement.

 

DODD-FRANK ACT

 

In July 2010, the United States enacted the Dodd-Frank Act, which provides a broad framework for significant regulatory changes that extend to almost every area of US financial regulation. The Dodd-Frank Act addresses, among other issues, systemic risk oversight, bank capital standards, the resolution of failing systemically significant financial institutions in the US, over the counter derivatives, restrictions on the ability of banking entities to engage in proprietary trading activities and make investments in and sponsor certain private equity funds and hedge funds (known as the ‘Volcker Rule’), asset securitisation activities and securities market conduct and oversight. US regulators have implemented many provisions of the Dodd-Frank Act through detailed rulemaking. Although most of the rules and regulations are now in force, it is unclear how they will be interpreted in practice by the supervisors.

 

Under the Dodd-Frank Act, entities that are swap dealers and major swap participants must register with the US Commodity Futures Trading Commission (CFTC), and entities that are security-based swap dealers or major security based swap participants will be required to register with the SEC. The CFTC has promulgated its registration rules for swap dealers and major swap participants. The SEC finalised its registration rules for security-based swap dealers and major security-based swap participants; however, the registration requirement will not be effective until certain other regulations applicable to security-based swap dealers are adopted. Lloyds Bank plc provisionally registered as a swap dealer in 2013 and as such, is subject to regulation and supervision by the CFTC and the National Futures Association with respect to its swap activities, including risk management, practices, trade documentation and reporting, business conduct and recordkeeping, among others.

 

The New York branch of Lloyds Bank plc is subject to the swap ‘push-out’ provisions of the Dodd-Frank Act, which will require monitoring to ensure the Group conducts its derivatives activities in conformity with the implementing regulations. In December 2014, the swap “push out” provisions of the Dodd-Frank Act were amended such that fewer swap activities need to be pushed out of covered depository institutions.

 

Furthermore, the Dodd-Frank Act requires the SEC to cause issuers with listed securities, which may include foreign private issuers such as the Group, to establish a ‘clawback’ policy to recoup previously awarded employee compensation in the event of an accounting restatement. The SEC has proposed implementing regulations which have not yet been finalised. The Dodd-Frank Act also grants the SEC discretionary rule-making authority to impose a new fiduciary standard on brokers, dealers and investment advisers, and expands the extraterritorial jurisdiction of US courts over actions brought by the SEC or the United States with respect to violations of the antifraud provisions of the United States Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940.

 

In December 2013, US regulators adopted final rules implementing the Volcker Rule. Banking entities, including foreign banking organisations subject to the BHC Act, such as Lloyds Banking Group plc, Lloyds Bank plc, HBOS plc and Bank of Scotland plc, are subject to the final rules which require banking entities to conform to the restrictions on proprietary trading activities, hedge fund and private equity activities and certain other enumerated investment restrictions, subject to a number of exclusions and exemptions that substantially limit their extraterritorial reach. Certain foreign banking entities are permitted to engage in proprietary trading from outside the United States if the trade lacks the requisite US nexus and the foreign banking entity complies with the various conditions of the exemption. Investments in, and sponsorship of certain retail investment funds organised outside the United States and publicly offered predominantly outside the United States, and certain retirement and pension funds organised and administered outside the United States for the benefit of non-US residents are generally permitted under the final rules. Certain foreign banking entities, but not any US branch, agency or subsidiary of a foreign banking entity, nor any non-US affiliate controlled by such a US branch, agency or subsidiary, are also permitted to invest in and sponsor certain funds in which ownership interests are not offered for sale or sold inside the United States or to US residents and subject to other conditions. The final rules impose significant compliance and reporting obligations on banking entities. Banking entities had until 21 July 2015 to bring their activities and investments into conformity with the Volcker Rule, however, on 18 December 2014, the Federal Reserve issued an order extending the Volcker Rule’s conformance period until 21 July 2016 for investments in and relationships with certain covered funds and certain foreign funds that were in place on or prior to 31 December 2013. On July 7, 2016, the Federal Reserve announced a final one-year extension of the general conformance period for banking entities to conform ownership interests in and relationships with legacy covered funds to July 21, 2017. On December 12, 2016, the Federal Reserve issued a policy statement with information about how banking entities may seek a statutory extension of the conformance period of five years for certain legacy covered funds that are also illiquid funds.

 

In February 2014, pursuant to the Dodd-Frank Act’s systemic risk regulation provisions, the Federal Reserve Board adopted final rules that apply enhanced prudential standards to the US operations of large foreign banking organisations, including the Group. Under the Federal Reserve Board’s final rules, a number of large foreign banking organisations were required by July 1, 2016 to establish a separately capitalised top-tier US intermediate holding company (IHC) to hold all of the large foreign banking organisation’s US bank and non-bank subsidiaries, except its US branches and agencies

180

REGULATION

 

and specified types of subsidiaries. However, this requirement does not apply to a large foreign banking organisation with combined US assets of less than $50 billion, excluding assets held by its US branches and agencies. This requirement does not apply to the Group. In addition, under the final rules, as of 1 July 2016, US branches and agencies of foreign banking organisations with $50 billion or more in total global consolidated assets, such as the Group, are subject to liquidity home country capital certification and, in certain circumstances, asset maintenance requirements. These foreign banking organisations are also required to maintain a US Risk Committee as of 1 July 2016. However, final rules for single counterparty credit limits and for early remediation have yet to be finalised.

 

The Dodd-Frank Act and related rules and regulations will result in additional costs and impose certain limitations and restrictions on the way that the Group conducts its business, although uncertainty remains about some of the final details, impact and timing of the implementing regulations.

 

DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT (ITRA)

 

Since the introduction of an enhanced financial sanctions policy, the Group has been proactive in reducing its dealings with Iran and individuals and entities associated with Iran. There remain a small number of historic Iran-related business activities which the Group has not yet been able to terminate for legal or contractual reasons.

 

Pursuant to ITRA Section 219, the Group notes that during 2016, its non-US affiliates, Lloyds Bank plc and Bank of Scotland plc, received or made payments involving entities owned or controlled by the Government of Iran as defined under section 560.304 of title 31, Code of Federal Regulations, and/or designated under Executive Order 13382. In all cases, the payment was permitted under UK and EU sanctions legislation, specific authority was sought from and granted by HM Treasury, the UK’s Competent Authority to provide such authorisations or the payment(s) were credited to a blocked account, held in the name of the entity, in accordance with UK and EC sanctions legislation.

 

Gross revenues from these activities were approximately £6,000. Net profits from these activities were approximately £10,000.

 

The Group’s businesses, being reported below, are conducted in compliance with applicable laws in respect of Iran sanctions and, except as noted below, the Group intends to continue these historic activities until it is able to legally terminate the contractual relationships or maintain/manage in accordance with prevailing sanctions obligations. The nature of these activities is as follows:

 

1. Receipts in relation to partial repayments of a European Export Credit Agreement loan made prior to 2005 with respect to engineering and the supply of equipment and related services for several projects in Iran. The loan remains outstanding. The borrower and/or guarantor is owned by the Government of Iran.
   
2. Payments made to Building and Housing Research Centre in Iran related to a guarantee, entered into by the Group in 2006, in connection with the supply of seismic equipment for free field accelerometers systems for dams and civil building monitoring. The beneficiary of the guarantee is an entity owned by the Government of Iran and the payments were made to a frozen account in a European bank for an entity designated under Executive Order 13382.
   
3. Payments received relating to operational and processing costs for a joint venture between BP Exploration Company Limited and Iranian Oil Company (UK) Limited. The Iranian Oil Company (UK) Limited is designated under Executive Order 13599). These payments are permitted under OFAC license IA-2013-302799-5.
   
4. Payments made to a blocked account in the name of Commercial Bank of Syria related to historic guarantees, entered into by the Group between 1997 and 2008, the majority of which relate to Bail Bonds for vessels. The Commercial Bank of Syria is designated under Executive order 13382.
   
5. Sums paid out from a pension trust fund to UK nationals resident in the UK who were employees of a company indirectly owned or controlled by an entity designated under Executive Order 13382 that is also owned or controlled by the Government of Iran.
   
6. Lloyds continues to provide payment clearing services to a UK based and UK authorised bank, one of whose account holders is an entity designated under Executive Order 13224 (although not by the UK or EU authorities). Lloyds concludes from the nature of such payment clearing services that revenue and profit (if any) arising from indirectly providing such services to the designated entity is negligible and not material to the Group’s activities and in any event does not flow directly from the designated entity. To the extent that the activities of the designated entity and its UK authorised bank continue to comply with UK regulation and legislation, Lloyds intends to keep this activity under review.
181

LISTING INFORMATION

 

The ordinary shares of Lloyds Banking Group plc are listed and traded on the London Stock Exchange under the symbol ‘LLOY.L’. The prices for shares as quoted in the official list of the London Stock Exchange are in pounds sterling. The following table shows the reported high and low closing prices for the ordinary shares on the London Stock Exchange. This information has been extracted from publicly available documents from various sources, including officially prepared materials from the London Stock Exchange, and has not been prepared or independently verified by the Lloyds Banking Group.

 

  Price per share   Price per share  
  (in pence)   (in pence)  
  High   Low  
Annual prices:        
2016 73.74   47.55  
2015 89.00   68.68  
2014 86.30   70.94  
2013 80.37   46.31  
2012 49.25   25.30  
Quarterly prices:        
2016        
Fourth quarter 64.37   52.38  
Third quarter 60.95   47.55  
Second quarter 73.74   51.15  
First quarter 73.27   56.00  
2015        
Fourth quarter 77.83   68.68  
Third quarter 87.65   72.30  
Second quarter 89.00   77.38  
First quarter 81.43   72.87  
2014        
Fourth quarter 80.89   72.27  
Third quarter 76.87   71.92  
Second quarter 80.15   70.94  
First quarter 86.30   74.34  
Monthly prices:        
January 2017 66.58   64.20  
December 2016 64.37   57.55  
November 2016 61.40   55.15  
October 2016 57.74   52.38  
September 2016 60.95   54.25  
August 2016 59.35   51.95  

 

On 24 February 2017, the closing price of shares on the London Stock Exchange was 69.28 pence, equivalent to 86.59 US cents per share translated at the Noon Buying Rate of $1.2499 per £1.00 on 24 February 2017.

 

Lloyds Banking Group plc’s American Depositary Receipts (ADRs) were traded on the over-the-counter market in the US under the symbol ‘LLDTY’ between March 2000 and November 2001. Since 27 November 2001 Lloyds Banking Group plc American Depositary Shares (ADSs) have been listed on the New York Stock Exchange under the symbol ‘LYG’. Each ADS represents four ordinary shares.

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LISTING INFORMATION

 

The following table shows the reported high and low closing prices for ADSs on the New York Stock Exchange.

 

  Price per ADS   Price per ADS  
  (in US dollars)   (in US dollars)  
  High   Low  
Annual prices:        
2016 4.40   2.55  
2015 5.64   4.25  
2014 5.76   4.62  
2013 5.36   2.84  
2012 3.23   1.53  
Quarterly prices:        
2016        
Fourth quarter 3.21   2.61  
Third quarter 3.31   2.55  
Second quarter 4.40   2.78  
First quarter 4.32   3.32  
2015        
Fourth quarter 4.83   4.25  
Third quarter 5.53   4.47  
Second quarter 5.64   4.65  
First quarter 4.96   4.38  
2014        
Fourth quarter 5.02   4.62  
Third quarter 5.32   4.70  
Second quarter 5.53   4.83  
First quarter 5.76   5.01  
2013        
Fourth quarter 5.36   4.67  
Third quarter 5.00   3.83  
Second quarter 3.91   2.84  
First quarter 3.58   2.89  
2012        
Fourth quarter 3.23   2.34  
Third quarter 2.56   1.75  
Second quarter 2.12   1.53  
First quarter 2.35   1.58  
Monthly prices:        
January 2017 3.38   3.21  
December 2016 3.21   2.91  
November 2016 3.12   2.75  
October 2016 2.84   2.61  
September 2016 3.31   2.87  
August 2016 3.21   2.81  

 

On 24 February 2017, the closing price of ADSs on the New York Stock Exchange was $3.50.

183

LISTING INFORMATION

 

ADR FEES

 

The Group’s depositary, The Bank of New York Mellon, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

Persons depositing or withdrawing shares must pay:   For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)   Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property.
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
$.02 (or less) per ADS   Any cash distribution to ADS registered holders.
A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs   Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders.
$.02 (or less) per ADSs per calendar year   Depositary services.
Registration or transfer fees   Transfer and registration of shares on the share register to or from the name of the depositary or its agent when you deposit or withdraw shares.
Expenses of the depositary   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement).
Converting foreign currency to US dollars.
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes   As necessary.
Any charges incurred by the depositary or its agents for servicing the deposited securities   As necessary.

 

FEES RECEIVED TO DATE

 

In 2016, the Company received from the depositary $842,755 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

 

FEES TO BE PAID IN THE FUTURE

 

The Bank of New York Mellon, as depositary, has agreed to reimburse the Company for maintenance expenses that they incur for the ADS program. The depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the depositary has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors.

184

DIVIDENDS

 

Lloyds Banking Group plc’s ability to pay dividends is restricted under UK company law. Dividends may only be paid if distributable profits are available for that purpose. In the case of a public limited company, a dividend may only be paid if the amount of net assets is not less than the aggregate of the called-up share capital and undistributable reserves and if the payment of the dividend will not reduce the amount of the net assets to less than that aggregate. In addition, a company cannot pay a dividend if any of its UK insurance subsidiaries is insolvent on a regulatory valuation basis or, in the case of regulated entities, if the payment of a dividend results in regulatory capital requirements not being met. Similar restrictions exist over the ability of Lloyds Banking Group plc’s subsidiary companies to pay dividends to their immediate parent companies. Furthermore, in the case of Lloyds Banking Group plc, dividends may only be paid if sufficient distributable profits are available for distributions due in the financial year on certain preferred securities. The board has the discretion to decide whether to pay a dividend and the amount of any dividend. In making this decision, the board is mindful of the level of dividend cover and, consequently, profit growth may not necessarily result in increases in the dividend. In the case of American Depositary Shares, dividends are paid through The Bank of New York Mellon which acts as paying and transfer agent.

 

The total ordinary dividend for 2016 of 2.55 pence per share has increased from 2.25 pence per share in 2015, in line with the Group’s progressive and sustainable oridinary dividend policy, and the Group continues to expect ordinary dividends to increase over the medium term with a dividend payout ratio of at least 50 per cent of sustainable earnings.

 

At the time of proposal, the special dividend of 0.5 pence per share (2015: 0.5 pence per share) represented the distribution of capital over and above the Board’s view of the current level of CET1 capital required to grow the business, meet regulatory requirements and cover uncertainties, and allowed for the estimated capital impact of the MBNA acquisition. Subsequently, on 2 March 2017, the FCA provided further clarification in relation to the consultation paper dealing with PPI, resulting in an additional provision of £350 million being recorded, reducing the adjusted CET1 ratio by c.20bps.

 

The Boards view of the current level of CET1 capital required to grow the business, meet regulatory requirements and cover uncertainties remains unchanged at 13 per cent but this level may vary from time to time depending on circumstances and the Board will give due consideration, subject to the situation at the time, to the distribution of any surplus capital through the use of special dividends or share buy backs.

 

The table below sets out the interim and final dividends in respect of the ordinary shares for fiscal years 2004 through 2016. The sterling amounts have been converted into US dollars at the Noon Buying Rate in effect on each payment date with the exception of the recommended final dividend for 2016, for which the sterling amount has been converted in US dollars at the Noon Buying Rate on 24 February 2017.

 

  Interim ordinary   Interim ordinary   Final ordinary   Final ordinary  
  dividend   dividend   dividend   dividend  
  per share   per share   per share   per share  
  (pence)   (cents)   (pence)   (cents)  
2004 10.7   19.0   23.5   44.7  
2005 10.7   18.9   23.5   43.3  
2006 10.7   20.2   23.5   46.8  
2007 11.2   22.8   24.7   48.2  
2008 11.4   20.3   –   –  
2009 –   –   –   –  
2010 –   –   –   –  
2011 –   –   –   –  
2012 –   –   –   –  
2013 –   –   –   –  
20141 –   –   0.75   1.16  
20152 0.75   1.14   1.5   2.17  
20163 0.85   1.10   1.70   2.12  

 

1 The recommended dividend for 2014 was in respect of the full year.
   
2 For 2015, the Board also made a capital distribution in the form of a special dividend of 0.5 pence per share (0.72 cents per share). This is not listed in the table above.
   
3 The Board has also recommended a capital distribution in the form of a special dividend of 0.5 pence per share (0.62 cents per share at the Noon Buying Rate on 24 February 2017) for 2016. This is not listed in the table above.
185

ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

 

Lloyds Banking Group plc is incorporated in Scotland under the UK Companies Act 1985 with registered number SC95000.

 

As resolved at the 2016 Annual General Meeting, with effect from 12 May 2016, Lloyds Banking Group plc amended its Articles of Association to: (i) remove the power for Lloyds Banking Group plc to issue share warrants to bearer, in accordance with legislative changes made to the Companies Act in 2015 as a result of the introduction of the UK Small Business, Enterprise and Employment Act 2015; (ii) amend the process to be adopted by Lloyds Banking Group plc in relation to untraceable shareholders and unclaimed dividends to reflect developing practice; and (iii) provide a limit on the aggregate amount of ordinary remuneration that may be paid to the directors.

 

A summary of the material provisions of Lloyds Banking Group plc’s Articles of Association is set out below.

 

OBJECTS OF LLOYDS BANKING GROUP PLC

 

The objects of Lloyds Banking Group plc are unrestricted.

 

RIGHTS ATTACHING TO SHARES

 

Any share in Lloyds Banking Group plc may be issued with any preferred, deferred or other special rights (including being denominated in another currency), or subject to such restrictions (whether as regards dividend, returns of capital, voting or otherwise) as Lloyds Banking Group plc may from time to time determine by ordinary resolution or as otherwise provided in the Articles of Association.

 

Subject to statute, Lloyds Banking Group plc may issue any shares which are, or at Lloyds Banking Group plc’s option are, liable to be redeemed. The directors may determine the terms and conditions and manner of such redemption.

 

VOTING RIGHTS

 

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, Lloyds Banking Group plc may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting.

 

Every holder of ordinary shares who is entitled to be and is present in person (including any corporation by its duly authorised representative) at a general meeting of Lloyds Banking Group plc and is entitled to vote will have one vote on a show of hands and, on a poll, if present in person or by proxy, will have one vote for every such share held by him, save that a member will not be entitled to exercise the right to vote carried by such shares if he or any person appearing to be interested in the shares held by him has been duly served with a notice under the Companies Act (requiring disclosure of interests in shares) and is in default in supplying Lloyds Banking Group plc with information required by such notice.

 

The limited voting shares confer the right to receive notice of and to attend and speak at all general meetings of Lloyds Banking Group plc, but do not confer a right to vote unless the business of the meeting includes the consideration of a resolution:

 

– for the winding-up of Lloyds Banking Group plc; or
   
– to vary, modify or abrogate any of the rights attaching to the limited voting shares.

 

In any such case, the holder may vote the limited voting shares only in respect of such resolution and will have the same rights with regard to the number and exercise of votes as a holder of ordinary shares but, in the case of a variation in the rights of limited voting shares, shall also have the protection of a requirement for approval of the variation either by way of consent in writing by the holders of three-quarters in nominal value of the issued limited voting shares or by a special resolution at a separate class meeting of the holders of limited voting shares.

 

Preference shares confer such rights as may be determined by the directors on allotment, but unless the directors otherwise determine, fully paid preference shares confer identical rights as to voting, capital, dividends (save as to currency or payment thereof) and otherwise, notwithstanding that they are denominated in different currencies and shall be treated as if they are one single class of shares. There are no limitations imposed by UK law or the Articles of Association restricting the rights of non-residents of the UK or non-citizens of the UK to hold or vote shares of Lloyds Banking Group plc.

 

GENERAL MEETINGS

 

Annual general meetings of Lloyds Banking Group plc are to be held, in each period of six months beginning with the day following Lloyds Banking Group plc’s accounting reference date, in Edinburgh or such other place in Scotland as the directors shall appoint and at a date and time as may be determined by the directors. All other general meetings may be convened whenever the directors think fit and shall be requisitioned in accordance with the requirements of the Articles of Association.

 

Lloyds Banking Group plc must prepare a notice of meeting in respect of a general meeting in accordance with the requirements of the Articles of Association and the Companies Act. Lloyds Banking Group plc must give at least 21 clear days’ notice in writing of an annual general meeting. All other general meetings may be called by at least 14 clear days’ notice in writing.

 

The directors may make arrangements to enable attendance or regulate the level of attendance at any place specified in the notice of meeting for the holding of a general meeting and, in any such case, shall direct that the meeting be held at a specified place, where the chairman of the meeting shall preside, and make arrangements for simultaneous attendance and participation by members and proxies at other locations. The chairman of a general meeting has express authority to adjourn the meeting if, in his opinion, it appears impracticable to hold or continue the meeting because of crowding or unruly conduct or because an adjournment is otherwise necessary for the proper conduct of the meeting.

 

The processes and procedures for the conduct of a general meeting (including adjourning meetings, voting, amending resolutions and appointing proxies) is established under the Articles of Association and the Companies Act. The chairman of a general meeting shall be entitled to take any action he considers appropriate for properly and orderly conduct before and during a general meeting. The directors shall be entitled to ask persons wanting to attend to submit to searches or other security arrangements as such directors consider appropriate.

 

The quorum necessary for the transaction of business at a general meeting is three members present in person or by proxy and entitled to vote.

186

ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

 

DIVIDENDS AND OTHER DISTRIBUTIONS AND RETURN OF CAPITAL

 

Under the Companies Act, before Lloyds Banking Group plc can lawfully make a distribution, it must ensure that it has sufficient distributable reserves (accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made). Under the Articles of Association (and subject to statute) the directors are entitled to set aside out of the profits of Lloyds Banking Group plc any sums as they think proper which, at their discretion, shall be applicable for any purpose to which the profits of Lloyds Banking Group plc may be applied.

 

The shareholders in general meeting may by ordinary resolution declare dividends to be paid to members of Lloyds Banking Group plc, but no dividends shall be declared in excess of the amount recommended by the directors. The directors may pay fixed dividends on any class of shares carrying a fixed dividend and may also from time to time pay dividends, interim or otherwise, on shares of any class as they think fit. Except in so far as the rights attaching to any shares otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up thereon. Subject to the rights attaching to any shares, any dividend or other monies payable in respect of a share may be paid in such currency or currencies as the directors may determine using such exchange rates as the directors may select.

 

The opportunity to elect to receive new shares instead of any cash dividend recommended by the directors may be offered to shareholders provided that the directors shall have obtained in advance the shareholders’ approval to do so as required by the Articles of Association and the procedure under the Articles of Association is followed for allotting such shares.

 

In addition, Lloyds Banking Group plc may by ordinary resolution direct the payment of a dividend in whole or in part by the distribution of specific assets (a distribution in specie).

 

The limited voting shares do not confer a right to participate in any distribution of profits by way of dividend. For any other distributions, the limited voting shares shall be deemed to confer rights and interests in the profits equally with the holders of ordinary shares according to the amounts paid up on such limited voting shares and ordinary shares respectively otherwise than in advance of calls.

 

On any distribution by way of capitalisation, the amount to be distributed will be appropriated amongst the holders of ordinary shares and limited voting shares in proportion to their holdings of ordinary shares and limited voting shares (pro rata to the amount paid up thereon). If the amount to be distributed is applied in paying up in full unissued ordinary shares and limited voting shares of Lloyds Banking Group plc, a shareholder will be entitled to receive bonus shares of the same class as the shares giving rise to his entitlement to participate in the capitalisation.

 

Any dividend or other moneys payable to a member that has not been cashed or claimed after a period of 12 years from the date of declaration of such dividend or other moneys payable to a member will be forfeited and revert to Lloyds Banking Group plc. Lloyds Banking Group plc shall be entitled to use such unclaimed or unclaimed dividend or other moneys payable to a member for its benefit in any manner that the directors may think fit. Lloyds Banking Group plc shall not be a trustee of dividends or other moneys payable that have not been cashed or claimed and it shall not be liable to pay interest on such dividends or other moneys.

 

On a return of capital, whether in a winding-up or otherwise, the ordinary shares and the limited voting shares will rank equally in all respects and the preference shares will be entitled to the rights attaching to them on issue.

 

Lloyds Banking Group plc’s ordinary shares and limited voting shares do not confer any rights of redemption. Rights of redemption in respect of Lloyds Bank Group plc’s preference shares shall be as the directors determine on allotment.

 

Lloyds Banking Group plc may, subject to applicable law and to the Articles of Association, issue redeemable shares and redeem the same. Lloyds Banking Group plc has issued certain preference shares which are redeemable. In general, subject to applicable law and the approval of the UK Prudential Regulation Authority, some of these shares are redeemable by Lloyds Banking Group plc on a specified date and in some cases, thereafter on relevant dividend payment dates. Others are redeemable at any time during a specified period and following the occurrence of specified regulatory events.

 

Under the Articles of Association and the Companies Act, the liability of shareholders is limited to the amount (if any) for the time being unpaid on the shares held by that shareholder.

 

CONVERSION OF LIMITED VOTING SHARES

 

Each limited voting share will be converted into an ordinary share:

 

– on the day following the last date on which an amount could become due and payable to a holder of limited voting shares under a deed of covenant. A deed of covenant is a legal document which records the obligation of one person to pay a specified sum to another for a specified number of years; or
   
– if an offer is made to ordinary shareholders (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the issued ordinary share capital of Lloyds Banking Group plc and the right to cast more than 50 per cent of the votes which may ordinarily be cast on a poll at a general meeting of Lloyds Banking Group plc becomes or is certain to become vested in the offeror and/or any bodies corporate controlled by the offeror and/or any persons acting in concert with the offeror. Once the directors become aware of such vesting, they must serve a written notice on all holders of limited voting shares stating that such event has occurred. The publication of a scheme of arrangement under the statutes providing for the acquisition by any person of the whole or part of the ordinary share capital of Lloyds Banking Group plc shall be deemed to be the making of an offer for this purpose. 

 

The ordinary shares resulting from conversion will carry the right to receive all dividends and other distributions declared, made or paid on the ordinary share capital of Lloyds Banking Group plc by reference to a record date on or after the date of conversion and will rank equally in all other respects and form one class with the ordinary share capital of Lloyds Banking Group plc then in issue and fully paid.

 

While the limited voting shares remain unconverted, their holders will be entitled to participate in any offer made to subscribe for or purchase any securities of Lloyds Banking Group plc (or any other company) as if the limited voting shares had been converted at the relevant record date of such offer.

187

ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

 

VARIATION OF RIGHTS AND ALTERATION OF CAPITAL

 

Subject to the provisions of the Companies Act, the CREST Regulations and every other statute for the time being in force or any judgment or order of any court of competent jurisdiction concerning companies and affecting Lloyds Banking Group plc (the statutes), the rights attached to any class of shares for the time being in issue may (subject to their terms of issue) be varied or abrogated with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. At any such separate meeting, the provisions of the Articles of Association relating to general meetings will apply, but the necessary quorum at any such meeting will be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of that class (except at an adjourned meeting, at which the quorum shall be any holder of shares of the class, present in person or by proxy) and any such person may demand a poll and every such holder shall on a poll have one vote for every share of the class held by such holder.

 

Any special rights attached to any class of shares having preferential rights will not be deemed to be varied by: (i) the creation or issue of further shares ranking in some or all respects equally to such class (but not in priority thereto); or (ii) the creation or redemption by Lloyds Banking Group plc of its own shares.

 

However, for so long as the limited voting shares have not been converted (as described above):

 

– Lloyds Banking Group plc is prohibited from consolidating or subdividing any of the ordinary shares without consolidating or subdividing the limited voting shares in a like manner and to a like extent; and
   
– Lloyds Banking Group plc will not create any new class of equity share capital, other than in connection with or pursuant to an employees’ share scheme approved by Lloyds Banking Group plc in general meeting, provided that the creation of equity share capital which carries (as compared with the existing ordinary shares) only restricted voting or no voting rights and no greater rights as regards dividends or capital shall not be deemed to be the creation of a new class of equity share capital. Lloyds Banking Group plc will not alter the rights attached to all or any part of its share capital or attach any special rights or privileges or restrictions thereto.

 

As a matter of UK law, Lloyds Banking Group plc may, by ordinary resolution, increase its share capital, consolidate and divide all or any of its shares into shares of larger amount, sub-divide all or any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person. Where a consolidation or subdivision of shares would result in fractions of a share, the directors may sell the shares representing the fractions for the best price reasonably obtainable, and distribute the net proceeds of such sale to the relevant members entitled to such proceeds. Where a member’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure (as determined by the directors), such portion may be distributed to a charitable organisation at the directors’ discretion.

 

Subject to the provisions of the statutes, Lloyds Banking Group plc may, by special resolution, reduce its share capital, any capital redemption reserve, share premium account or other undistributable reserve in any way.

 

TRANSFER OF SHARES

 

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and must be executed by or on behalf of the transferor and, except in the case of fully paid shares, by or on behalf of the transferee. The transferor will be deemed to remain the holder of the shares transferred until the name of the transferee is entered in the register of members of Lloyds Banking Group plc in respect thereof. All transfers of shares which are in uncertificated form may be effected by means of a relevant system, unless the CREST Regulations provide otherwise.

 

The directors may, in the case of shares in certificated form, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of shares (not being fully paid shares) provided that, where any such shares are admitted to the Official List of the UK Financial Conduct Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The directors may also decline to register a transfer unless:

 

– the instrument of transfer and the lodging of such instrument complies with the requirements of the Articles of Association and the transfer is in respect of only one class of shares; or
   
– the transfer is in favour of not more than four persons as the transferee.

 

The directors shall refuse to register the transfer of any share on which Lloyds Banking Group plc has a lien and shall refuse to register the transfer of any limited voting share unless the same is:

 

– between existing holders of limited voting shares; or
   
– under a scheme established or order made by the Charity Commissioners or by the Court to a transferee having charitable objects; or
   
– in the course of a winding-up to an institution having charitable objects which prohibit distributions of income and property to members to at least the same extent as is imposed on the transferor by its Memorandum of Association; or
   
– at the direction of the crown to another charity having similar objects. 

 

The Articles of Association otherwise contain no restrictions on the free transferability of fully paid shares.

 

Subject to the statutes and the rules (as defined in the CREST Regulations), and apart from any class of wholly dematerialised security, the directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of an electronic trading system or that shares of any class should cease to be so held and so transferred.

188

ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

 

DISCLOSURE OF HOLDINGS EXCEEDING CERTAIN PERCENTAGES

 

In broad terms, the Disclosure and Transparency Rules of the UK Financial Conduct Authority require Lloyds Banking Group plc shareholders to notify Lloyds Banking Group plc if the voting rights held by such Lloyds Banking Group plc shareholders (including by way of a certain financial instrument) reaches, exceeds or falls below three per cent, four per cent, five per cent, six per cent, seven per cent, eight per cent, nine per cent, ten per cent and each one per cent threshold thereafter up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in Lloyds Banking Group plc may be disregarded.

 

Pursuant to the Companies Act, Lloyds Banking Group plc may also send a notice to any person whom Lloyds Banking Group plc knows or has reasonably cause to believe that such person is interested in Lloyds Banking Group plc’s shares or at any time during the three years immediately preceding the date on which such notice is issued to have been so interested, requiring that person to confirm whether he has or had such an interest and if so provide details of that interest as required by the notice.

 

Under the Articles of Association and UK law, if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares (the default shares), the Lloyds Banking Group plc directors may serve a restriction notice on such a person. Such a restriction notice will state that the default shares and, if the Lloyds Banking Group plc directors determine, any other shares held by that person, shall not confer any right to attend or vote at any general meeting of Lloyds Banking Group plc.

 

In respect of a person with a 0.25 per cent or more interest in the issued shares of the class in question, the Lloyds Banking Group plc directors may direct by notice to such member that, subject to certain exceptions, no transfers of shares held by such person shall be registered and/or that any dividends or other payments on the default shares shall be retained by Lloyds Banking Group plc pending receipt by Lloyds Banking Group plc of the information requested by the Lloyds Banking Group plc directors. Certain consequences of the issue of a restriction notice are outlined above.

 

MANDATORY TAKEOVER BIDS, SQUEEZE-OUT AND SELL-OUT RULES

 

Other than as provided by the Companies Act and the City Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the ordinary shares.

 

UNTRACED MEMBERS

 

Lloyds Banking Group plc is entitled to sell, as the agent of a member, at the best price reasonably obtainable, any share registered in the name of a member (or any other person entitled to such shares at law) provided that: (i) such shares remaining untraced for 12 years and during that period at least three dividends in respect of such shares have become payable and no dividend in respect of those shares has been cashed or claimed by the relevant member; (ii) Lloyds Banking Group plc uses reasonable efforts to trace the relevant member and, following the expiry of the 12 year period, sends a notice to the last known physical or email address of such member stating Lloyds Banking Group plc’s intention to sell the shares; and (iii) during the three months following sending such notice, Lloyds Banking Group plc does not receive any communication from such member. Lloyds Banking Group plc can also sell, at the best price reasonably obtainable, any addition shares held by the same member that were issued during such 12 year period provided that no dividend on such additional shares has been cashed or claimed by such member during such period.

 

The proceeds from the sale of untraced shares shall be forfeited by the relevant member and shall belong to Lloyds Banking Group plc. Lloyds Banking Group plc shall not be liable or be required to account to the member for the proceeds of such sale. Lloyds Banking Group plc is entitled to use or invest the proceeds from such sale in any manner that the directors think fit.

 

FORFEITURE AND LIEN

 

The directors may by resolution make calls upon members in respect of any moneys unpaid on their shares (but subject to the terms of allotment of such shares) in the manner required by the Articles of Association.

 

If a member fails to pay in full any call or instalment of a call on or before the due date for payment, then, following notice by the directors requiring payment of the unpaid amount with any accrued interest and any expenses incurred, such share may be forfeited by a resolution of the directors to that effect (including all dividends declared in respect of the forfeited share and not actually paid before such forfeiture). A member whose shares have been forfeited will cease to be a member in respect of the shares, but will, notwithstanding the forfeiture, remain liable to pay to Lloyds Banking Group plc all monies which at the date of forfeiture were presently payable together with interest. The directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal or waive payment in whole or part.

 

Lloyds Banking Group plc has a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such share, and the directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt from such a lien, either wholly or partially.

 

A forfeited share becomes the property of Lloyds Banking Group plc, and it may be sold, re-allotted, otherwise disposed of or cancelled as the directors see fit. Any share on which Lloyds Banking Group plc has a lien may be sold on the terms set out in the Articles of Association. The proceeds of sale shall first be applied towards payment of the amount in respect of the lien insofar as it is still payable and then on surrender of the share certificate for cancellation (in the case of shares in certificated form), to the person entitled to the shares at the time of sale.

189

ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

 

WINDING-UP

 

The directors have the power, in the name and on behalf of Lloyds Banking Group plc, to present a petition to the court for Lloyds Banking Group plc to be wound up.

 

If Lloyds Banking Group plc is wound up, the liquidator may, with the authority of an ordinary resolution, divide amongst the members in specie or kind the whole or any part of the assets of Lloyds Banking Group plc. The liquidator may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, and the liquidation may be closed and Lloyds Banking Group plc dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

 

DIRECTORS

 

Subject to any other provision of the Articles of Association, the number of directors of Lloyds Banking Group plc shall be no less than seven. The minimum/maximum number of directors may be varied by ordinary resolution of Lloyds Banking Group plc. The directors may elect from them a chairman and deputy chairman (or two or more deputy chairman) and determine the period for which each is to hold office.

 

The business and affairs of Lloyds Banking Group plc shall be managed by the directors, who may exercise all such powers of Lloyds Banking Group plc (including its borrowing powers) as are not by the statutes or by the Articles of Association required to be exercised by Lloyds Banking Group plc in general meeting, subject to the Articles of Association, to the provisions of the statutes and to such regulations as may be set by special resolution of Lloyds Banking Group plc, but no regulation so made by Lloyds Banking Group plc will invalidate any prior act of the directors which would have been valid if such regulation had not been made.

 

The directors may confer upon any director holding any executive office any of the powers exercisable by them on such terms and conditions, and with such restrictions, as they think fit. The directors may also delegate any of their powers to committees. Any such committee shall have power to sub-delegate to sub-committees or to any person any of the powers delegated to it. Any such committee or sub-committee shall consist of one or more directors only. The meetings and proceedings of any such committee or sub-committee consisting of two or more persons shall be governed, with such changes as are appropriate, by the provisions of the Articles of Association regulating the meetings and proceedings of the directors. The directors may also grant powers of attorney to appoint a company, firm or person (or body of persons) to be the attorneys for Lloyds Banking Group plc with such powers, authorities and discretions and for such period and subject to such conditions as the directors think fit.

 

The directors may meet to consider this business of Lloyds Banking Group plc as they think fit. Any director may summon a meeting on request. The quorum necessary for the transaction of business of the directors may be fixed from time to time by the directors and unless so fixed at any other number shall be four. Questions arising at any meeting of the directors shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

 

DIRECTORS’ RETIREMENT

 

The Articles of Association provide that a director appointed by the board either to fill a casual vacancy or as an additional director shall retire at the annual general meeting next after his appointment but shall be eligible for election as a director at that meeting. The Articles of Association further provide that each director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected and shall be eligible for re-election as a director at that meeting. No person shall be eligible for election as a director at any general meeting unless he is a director that is retiring or is recommended by the directors for election in the manner required by the Articles of Association.

 

REMOVAL OF A DIRECTOR AND VACATION FROM OFFICE

 

Subject to statute, Lloyds Banking Group plc may remove any director from office by ordinary resolution of which special notice has been given.

 

The officer of a director will be vacated in the following circumstances:

 

– the director becomes prohibited by law from acting as a director;
   
– the director resigns in writing to the chairman or deputy chairman or the secretary and the directors resolve to accept such offer of resignation;
   
– if a bankruptcy order is made against such director or such director applies to the court in connection with a voluntary arrangement under the UK Insolvency Act 1986;
   
– if an order is made by the court claiming jurisdiction on the ground of mentor disorder for the director’s detention or for the appointment of a guardian or for the appointment of a person to exercise powers in respect of such director’s property or affairs;
   
– if the director is absent from meetings of directors for six months without leave and the directors resolve that such director’s office be vacated; or
   
– if a written notice is served on him (signed by no less than three-quarters of the directors) to the effect that such director’s office shall be vacated.

 

DIRECTORS’ SHARE QUALIFICATION

 

A director is not required to hold any shares of Lloyds Banking Group plc by way of qualification.

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DIRECTORS’ INDEMNITY/INSURANCE

 

So far as may be permitted by the statutes, any person who is or was at any time a director, officer, employee or trustee of Lloyds Banking Group plc (or any associated company) may be indemnified by Lloyds Banking Group plc against any liability incurred by him in connection with any negligence, default, breach of duty or breach of trust by him in relation to Lloyds Banking Group plc (or any associated company) or any other liability incurred in the execution of his duties, the exercise of his powers or otherwise in connection with his duties, powers or offices. The directors of Lloyds Banking Group plc may also purchase and maintain insurance in respect of such liabilities. So far as may be permitted by the statutes, Lloyds Banking Group plc may also provide defence costs in relation to any criminal, civil or regulatory proceedings to which any current or former director, officer, employee or trustee of Lloyds Banking Group plc (or any associated company) is subject and do anything to enable any such a person to avoid incurring such expenditure.

 

AUTHORISATION OF DIRECTORS’ INTERESTS

 

Subject to the provisions of the statutes, the directors can authorise any matter which would or might otherwise constitute or cause a breach of the duty of a director to avoid a situation in which he has or can have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of Lloyds Banking Group plc.

 

Such authorisation of a matter shall be effective only if the matter in question shall have been proposed in writing for consideration at a meeting of the directors in accordance with the board’s normal procedures or in such other manner as the directors may determine, the quorum requirement for the meeting of directors at which the matter is considered is satisfied and the matter is (or would have been) agreed to without the interested directors voting.

 

Any authorisation of a matter under the Articles of Association shall be subject to such conditions or limitations as the directors may determine, whether at the time such authorisation is given or subsequently, and may be terminated by the directors at any time. A director shall comply with any obligations imposed on him pursuant to any such authorisation.

 

A director shall not, save as otherwise agreed by him, be accountable to Lloyds Banking Group plc for any benefit which he (or a person connected with him) derives from any matter authorised by the directors and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

 

Where a director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the director may, and shall if so requested by the directors, take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the directors.

 

Lloyds Banking Group plc may by ordinary resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised under the Articles of Association.

 

MATERIAL INTERESTS

 

In general, the Companies Act requires that a director disclose to Lloyds Banking Group plc any personal interest that he may have and all related material information and documents known to him, in connection with any existing or proposed transaction by Lloyds Banking Group plc. The disclosure is required to be made promptly and in any event, no later than at the board of directors meeting in which the transaction is first discussed.

 

Subject to the provisions of the statutes, the director (or a person connected with him), provided that the director has declared the nature and extent of any interest as required under the Articles of Association:

 

– may be a director or other officer of, or be employed by, or otherwise interested (including by the holding of shares) in Lloyds Banking Group plc, a subsidiary undertaking of Lloyds Banking Group plc, any holding company of Lloyds Banking Group plc, a subsidiary undertaking of any such holding company, or any body corporate promoted by Lloyds Banking Group plc or in which Lloyds Banking Group plc is otherwise interested (a relevant company);
   
– may be a party to, or otherwise interested in, any contract, transaction or arrangement with a relevant company (or in which the company is otherwise interested);
   
– may (and any firm of which he is a partner, employee or member may) act in a professional capacity for any relevant company (other than as auditor) and be remunerated therefor;
   
– may have an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
   
– may have an interest, or a transaction or arrangement giving rise to such an interest, of which the director is not aware; and
   
– may have any other interest authorised under the Articles of Association or by shareholder resolution.

 

Subject to the provisions of the Companies Act, a director is entitled to vote and be counted in the quorum in respect of any resolution concerning any contract, transaction or arrangement or any other proposal:

 

– in which he has an interest of which he is not aware;
   
– in which he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
   
– in which he has an interest only by virtue of interests in shares, debentures or other securities of the company, or by reason of any other interest in or through Lloyds Banking Group plc;
   
– which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of the company or any of its subsidiary undertakings; or (ii) a debt or other obligation of the company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
   
– concerning an offer of shares or debentures or other securities of or by the company or any of its subsidiary undertakings (i) in which offer he is or may be entitled to participate as a holder of securities; or (ii) in the underwriting or subunderwriting of which he is to participate;
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– concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that he (together with persons connected with him) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;
   
– relating to an arrangement for the benefit of the employees or former employees of the company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;
   
– concerning the purchase or maintenance by the company of insurance for any liability for the benefit of directors or for the benefit of persons who include directors;
   
– concerning the giving of indemnities in favour of directors;
   
– concerning the funding of expenditure by any director or directors on (i) defending criminal, civil or regulatory proceedings or actions against him or them, (ii) in connection with an application to the court for relief, or (iii) defending him or them in any regulatory investigations (and doing anything to enable any director or directors to avoid incurring such expenditure); and
   
– in respect of which his interest, or the interest of directors generally, has been authorised by ordinary resolution.

 

Except as set out above and subject to the Companies Act, a director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which he (or a person connected with him) is interested. Any vote of a director in respect of a matter where he is not entitled to vote shall be disregarded. A director shall not be counted in the quorum for a meeting of the directors in relation to any resolution on which he is not entitled to vote.

 

If a question arises at any time as to whether any interest of a director prevents him from voting, or being counted in the quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive, provided that the nature or extent of the interest of such director has been fairly disclosed. If any such question shall arise in respect of the chairman of the meeting, the question shall be decided by resolution of the directors and the resolution shall be conclusive provided that the nature or extent of the interest of the chairman of the meeting has been fairly disclosed to the directors.

 

CONFIDENTIAL INFORMATION

 

If a director, otherwise than by virtue of his position as director, receives information in respect of which he owes a duty of confidentiality to a person other than Lloyds Banking Group plc, he shall not be required to disclose such information to Lloyds Banking Group plc or otherwise use or apply such confidential information for the purpose of or in connection with the performance of his duties as a director, provided that such an actual or potential conflict of interest arises from a permitted or authorised interest under the Articles of Association. This is without prejudice to any equitable principle or rule of law which may excuse or release the director from disclosing information, in circumstances where disclosure may otherwise be required under the Articles of Association.

 

REMUNERATION

 

Lloyds Banking Group plc must obtain a binding vote of shareholders on remuneration policy at least once every three years and an advisory vote on an implementation report on how the remuneration policy was implemented in the relevant financial year.

 

The ordinary remuneration of the directors is determined by the directors except that such ordinary remuneration shall not exceed £1,000,000 per annum in aggregate or such higher amount as may from time to time be determined by ordinary resolution of Lloyds Banking Group plc. Such ordinary remuneration is (unless otherwise provided by ordinary resolution of Lloyds Banking Group plc) divisible among the directors as they may agree, or, failing agreement, equally. However, any director who holds office for only part of the period in respect of which remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration relating to the period during which he has held office.

 

Any director who holds an executive office, or who serves on any committee of the directors, or who otherwise performs services which in the opinion of the directors are outside the scope of the ordinary duties of a director, may be paid extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the directors may determine in their discretion. Such extra remuneration or other benefits are in addition to, or in substitution for, any or all of a director’s entitlement to ordinary remuneration.

 

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with Lloyds Banking Group plc (or any body corporate in which Lloyds Banking Group plc is interested), the proposals may be divided and considered in relation to each director separately. In such case, each of the directors concerned shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning his own appointment or the fixing or variation of the terms thereof.

 

The directors may repay to any director all such reasonable expenses as he may incur in attending and returning from meetings of the directors or of any committee of the directors or general meetings or otherwise in connection with the business of Lloyds Banking Group plc. The directors have the power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to, or to any person in respect of, any director or ex-director.

 

ELECTRONIC COMMUNICATIONS

 

Subject to and in accordance with statute, Lloyds Banking Group plc has the right to offer shareholders the opportunity to have documents and information made available to them through Lloyds Banking Group plc’s website and in electronic form.

 

EXCHANGE CONTROLS 

 

There are no UK laws, decrees or regulations that restrict Lloyds Banking Group plc’s export or import of capital, including the availability of cash and cash equivalents for use by Lloyds Banking Group, or that affect the remittance of dividends or other shareholders’ payments to non-UK holders of Lloyds Banking Group plc shares, except as set out in Taxation.

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UK TAXATION

 

The following discussion is intended only as a general guide to current UK tax legislation, what is understood to be current UK HM Revenue & Customs practice and the terms of the current UK/US income tax treaty (the Treaty), all of which are subject to change at any time, possibly with retroactive effect.

 

The Treaty for the avoidance of double taxation with respect to taxes on income entered into force following the exchange of instruments of ratification by the UK Parliament and the US Senate on 31 March 2003.

 

The UK HM Revenue & Customs is the UK government department responsible for assessing and collecting UK tax revenues. The discussion is intended as a general guide and only applies to persons who are the beneficial owners of their ordinary shares or ADSs. References below to a US holder are to that term as defined, and subject to the exclusions described in the introduction below under US federal income tax considerations. It may not apply to certain shareholders or ADS holders, such as dealers in securities.

 

Tax can be complicated and individual circumstances may need to be considered in more detail. Any person who is in any doubt as to his tax position should consult his own professional adviser.

 

TAXATION OF CHARGEABLE GAINS

 

UK RESIDENTS

 

A disposal (or deemed disposal) of ordinary shares or ADSs by a shareholder or holder of ADSs resident or (in the case of an individual) ordinarily resident for tax purposes in the UK may, depending on the shareholder’s or ADS holder’s particular circumstances, and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation on chargeable gains.

 

INDIVIDUALS, OTHER THAN US HOLDERS, TEMPORARILY NON-RESIDENT IN THE UK

 

A shareholder or ADS holder who is an individual and who has, on or after 17 March 1998, ceased to be resident and ordinarily resident for tax purposes in the UK for a period of five years or less of assessment and who disposes of ordinary shares or ADSs during that period may be liable, on return to the UK, to UK taxation on chargeable gains arising during the period of absence, subject to any available exemption, relief and/or foreign tax credit.

 

US HOLDERS

 

Subject to the provisions set out in the next paragraph in relation to temporary non-residents, US holders generally will not be liable for UK tax on chargeable gains unless they carry on a trade, profession or vocation in the UK through a branch or agency and the ordinary shares or ADSs are or have been used or held by or for the purposes of the branch or agency, in which case such US holder might, depending on individual circumstances, be liable to UK tax on chargeable gains on any disposition of ordinary shares or ADSs.

 

An individual US holder who is only temporarily not resident in the UK may, under anti-avoidance legislation, still be liable for UK tax on chargeable gains realised, subject to any available exemption, relief and/or foreign tax credit.

 

A US holder who is an individual and who has, on or after 17 March 1998, ceased to be resident or ordinarily resident for tax purposes in the UK for a period of five years or less of assessment and who disposes of ordinary shares or ADSs during that period may be liable, on return to the UK, to UK taxation on chargeable gains arising during the period of absence, subject to any available exemption, relief and/or foreign tax credit.

 

OTHER NON-UK RESIDENT PERSONS

 

Subject to the provisions set out above under Individuals, other than US holders, temporarily non-resident in the UK, shareholders or ADS holders who are neither resident nor ordinarily resident in the UK generally will not be liable for UK tax on chargeable gains unless they carry on a trade, profession or vocation in the UK through a branch or agency and the ordinary shares or ADSs are or have been used or held by or for the purposes of the branch or agency, in which case such shareholders or ADS holders might, depending on individual circumstances, be liable to UK tax on chargeable gains on any disposition of ordinary shares or ADSs. An individual holder of ordinary shares or ADSs who is only temporarily not resident in the UK may, under anti-avoidance legislation, still be liable for UK tax on chargeable gains realised, subject to any available exemption, relief and/or foreign tax credit.

 

TAXATION OF DIVIDENDS

 

UK RESIDENTS

 

Lloyds Banking Group plc will not be required to withhold tax at source when paying a dividend on the ordinary shares or ADSs.

 

Up until April 2016, an individual shareholder or ADS holder who is resident in the UK for tax purposes was entitled to a tax credit in respect of any dividend received from Lloyds Banking Group plc and will be taxable on the gross dividend, which is the aggregate of the dividend received and related tax credit. The value of the tax credit will be equal to one-ninth of the dividend received (and, therefore, 10 per cent of the gross dividend). The gross dividend will be treated as an individual’s marginal taxable income. The tax credit will, however, be treated as discharging the individual’s liability to income tax in respect of the gross dividend, unless and except to the extent that the gross dividend falls above the threshold for the higher rate of income tax. A UK resident individual shareholder or ADS holder who is liable to income tax at the higher rate or additional rate (higher rate is 40 per cent for the 2015-2016 and 2016-2017 tax years and additional rate is 45 per cent for the 2015-2016 and 2016-2017 tax years) will be subject to tax at the rate applicable to dividends for such shareholders or ADS holders (32.5 per cent for higher rate taxpayers for the 2015-2016 tax year, 37.5 per cent for additional rate taxpayers for the 2015-16 tax year) on the gross dividend. The tax credit will be set against but will not fully discharge such shareholders’ or ADS holders’ tax liability on the gross dividend and they will have to pay additional tax. The additional tax is 22.5 per cent of the gross dividend for higher rate taxpayers and 27.5 per cent for additional rate taxpayers for the 2015-16 tax year.

 

There will be no payment of the tax credit or any part of it to an individual whose liability to income tax on the dividend and the related tax credit is less than the tax credit.

 

After April 2016, the 10 per cent tax credit will be replaced with a £5,000 tax free dividend allowance. Dividends received above the allowance will be taxed at 7.5 per cent to the extent that the dividend falls within the threshold for basic rate of income tax. A UK resident individual shareholder or ADS holder who is liable to income tax at the higher rate or additional rate will be subject to tax at the rate applicable to dividends for such shareholders or ADS holders (32.5 per cent for higher rate taxpayers and 38.1 per cent for additional rate taxpayers for the 2016-2017 tax year) on dividends received.

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UK resident shareholders or ADS holders who are not liable to UK tax on dividends, including pension funds and charities, will not be entitled to the payment of any tax credits in respect of dividends.

 

Subject to certain exceptions, such as for dealers in securities and for some insurance companies with overseas business, UK resident corporate shareholders or ADS holders will generally not be subject to corporation tax in respect of dividends received from Lloyds Banking Group plc, but will not be entitled to the payment of any tax credit with respect to the dividends.

 

Shareholders who are within the charge to corporation tax will be subject to corporation tax on dividends paid by the Company, unless (subject to special rules for such shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. It is expected that the dividends paid by the Company would generally be exempt. Such shareholders will not be able to claim repayment of tax credits attaching to dividends.

 

US HOLDERS

 

Lloyds Banking Group plc will not be required to withhold tax at source when paying a dividend on the ordinary shares or ADSs to a US holder. US holders of ADSs or ordinary shares who receive a dividend from Lloyds Banking Group plc will not have any UK tax to pay in respect of the dividend.

 

OTHER NON-UK RESIDENT PERSONS

 

Lloyds Banking Group plc will not be required to withhold tax at source when paying a dividend on the ordinary shares or ADSs to a holder, other than a US holder, who is not resident for tax purposes in the UK.

 

Holders of ordinary shares or ADSs, other than US holders, who are not resident for tax purposes in the UK and who receive a dividend from Lloyds Banking Group plc will not have any UK tax to pay in respect of the dividend, but will not normally be able to claim any additional payment in respect of the dividend from the UK HM Revenue & Customs under any applicable Double Tax Treaty.

 

STAMP DUTY AND STAMP DUTY RESERVE TAX

 

UK RESIDENTS, US HOLDERS AND OTHER NON-UK RESIDENT PERSONS

 

Any conveyance or transfer on sale of ordinary shares (whether effected using the CREST settlement system or not) will be subject to UK stamp duty or stamp duty reserve tax (SDRT). The transfer on sale of ordinary shares will be liable to ad valorem UK stamp duty or SDRT, generally at the rate of 0.5 per cent of the consideration paid (rounded up to the next multiple of £5 in the case of stamp duty). Stamp duty is usually the liability of the purchaser or transferee of the ordinary shares. An unconditional agreement to transfer such ordinary shares will be liable to SDRT, generally at the rate of 0.5 per cent of the consideration paid, but such liability will be cancelled, or, if already paid, refunded, if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional. SDRT is normally the liability of the purchaser or transferee of the ordinary shares.

 

Where Lloyds Banking Group plc issues ordinary shares or a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary to facilitate the issue of ADSs to a person representing the ordinary shares or to a person providing clearance services (or their nominee or agent), a liability to UK stamp duty or SDRT at the rate of 1.5 per cent (rounded up to the next multiple of £5 in the case of the stamp duty) of either the issue price or, in the case of transfer, the listed price of the ordinary shares, calculated in sterling, will arise. However, following the case before the European Court of Justice (Case C-569/07 HSBC Holdings plc and Vidacos Nominees v The Commissioners for HM Revenue & Customs) HMRC now accepts that the charge to SDRT at 1.5 per cent on the issue of shares into clearance services or depository receipt schemes is prohibited. Where a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary or clearance services this charge will generally be payable by the person receiving the ADSs or transferring the ordinary shares into the clearance service.

 

No liability to stamp duty or SDRT will arise as a result of the cancellation of any ADSs with the ordinary shares that they represent being transferred to the ADS holder.

 

No liability to UK stamp duty or SDRT will arise on a transfer of ADSs provided that any document that effects such transfer is not executed in the UK and that it remains at all subsequent times outside the UK. An agreement to transfer ADSs will not give rise to a liability to SDRT.

 

US FEDERAL INCOME TAX CONSIDERATIONS

 

The following summary describes material US federal income tax consequences of the ownership and disposition of ADSs or ordinary shares to the US holders described below, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to own such securities. The summary applies only to US holders that hold ADSs or ordinary shares as capital assets for US federal income tax purposes. This discussion does not address any alternative minimum or Medicare Contribution tax consequences, nor does it address US federal tax consequences to US holders that are subject to special rules, such as:

 

– certain financial institutions;
   
– dealers or traders in securities that use a mark-to-market method of tax accounting;
   
– persons holding ADSs or ordinary shares as part of a hedge, straddle, wash sale, conversion or other integrated transaction or holders entering into a constructive sale with respect to ADSs or ordinary shares;
   
– persons whose functional currency for US federal income tax purposes is not the US dollar;
   
– persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation;
   
– tax-exempt entities, including ‘individual retirement accounts’ or ‘Roth IRAs’;
   
– persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the United States;
   
– partnerships or other entities classified as partnerships for US federal income tax purposes; or
   
– persons that own or are deemed to own 10 per cent or more of the voting shares of Lloyds Banking Group plc.

 

If an entity that is classified as a partnership for US federal income tax purposes holds ADSs or ordinary shares, the US federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs or ordinary shares and partners

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in such partnerships should consult their tax advisers as to the particular US federal income tax consequences of holding and disposing of the ADSs or ordinary shares.

 

This summary is based on the US Internal Revenue Code of 1986, as amended (the Code), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, as well as the Treaty, all as of the date hereof, changes to any of which may affect the tax consequences described herein, possibly with retroactive effect. It is also based in part on representations of the depositary and assumes that each obligation provided for in or otherwise contemplated by the Deposit Agreement or any other related document will be performed in accordance with its terms.

 

As used herein, a ‘US holder’ is a beneficial owner of ADSs or ordinary shares that is, for US federal income tax purposes:

 

– a citizen or individual resident of the United States;
   
– a corporation, or other entity taxable as a corporation, created or organised in or under the laws of the United States, any state therein or the District of Columbia; or
   
– an estate or trust the income of which is subject to US federal income taxation regardless of its source.

 

In general, a US holder who owns ADSs should be treated as the owner of the underlying shares represented by those ADSs for US federal income tax purposes. Accordingly, no gain or loss should be recognised if a US holder exchanges ADSs for the underlying shares represented by those ADSs.

 

The US Treasury has expressed concerns that parties to whom American depositary shares are released before shares are delivered to the depositary (‘pre-release’), or intermediaries in the chain of ownership between holders and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by US holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate US holders. Accordingly, the availability of the preferential tax rate for dividends received by certain non-corporate US holders, described below, could be affected by actions taken by such parties or intermediaries.

 

Owners of ADSs or ordinary shares should consult their tax advisers as to the US, UK or other tax consequences of the ownership and disposition of such securities in their particular circumstances, including the effect of any US state or local tax laws.

 

TAXATION OF DISTRIBUTIONS

 

Distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends to the extent paid out of Lloyds Banking Group plc’s current or accumulated earnings and profits (as determined in accordance with US federal income tax principles). Because Lloyds Banking Group plc does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US holders as dividends. The dividends will generally be foreign-source income to US holders and will not be eligible for the dividends-received deduction generally allowed to US corporations under the Code.

 

Subject to applicable limitations and the discussion above regarding concerns expressed by the US Treasury, dividends paid to certain non-corporate US holders may be taxable at favourable rates. Non-corporate US holders should consult their tax advisers to determine whether the favourable rates will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.

 

Dividends will be included in a US Holder’s income on the date of the US Holder’s or, in the case of ADSs, the depositary’s receipt of the dividend. The amount of a dividend will equal the US dollar value of the pounds sterling received, calculated by reference to the exchange rate in effect on the date of receipt regardless of whether the payment is converted into US dollars on the date of receipt. If the pounds sterling received as a dividend are not converted into US dollars on the date of receipt, then the US holder’s tax basis in the pounds sterling received will equal such US dollar value and the US holder may realise a foreign exchange gain or loss on the subsequent conversion into US dollars. Generally, any gains or losses resulting from the conversion of pounds sterling into US dollars will be treated as US-source ordinary income or loss.

 

TAXATION OF CAPITAL GAINS

 

Gain or loss realised by a US holder on a sale or other disposition of ADSs or ordinary shares will generally be subject to US federal income tax as capital gain or loss in an amount equal to the difference between the US holder’s tax basis in the ADSs or ordinary shares disposed of and the amount realised on the disposition, in each case as determined in US dollars. Gains or losses, if any, will generally be US-source and will be long-term if the US Holder held the ADSs or ordinary shares for more than one year. The deductibility of losses is subject to limitations.

 

INFORMATION REPORTING AND BACKUP WITHHOLDING

 

Dividends paid on, and the sale proceeds from, ADSs or ordinary shares that are made within the US or through certain US-related financial intermediaries may be subject to information reporting and backup withholding requirements unless the US holder:

 

– is a corporation or other exempt recipient, or
   
– in the case of backup withholding, the US holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

 

The amount of any backup withholding from a payment to a US holder will be allowed as a credit against the US holder’s US federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

195

WHERE YOU CAN FIND MORE INFORMATION

 

The documents concerning the Lloyds Banking Group which are referred to herein may be inspected at the Securities and Exchange Commission (SEC). You may read and copy any document filed or furnished by the Group at the SEC’s public reference room in Washington D.C., at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the reference rooms. The SEC also maintains a website at www.sec.gov which contains, in electronic form, each of the reports and other information that the Group has filed electronically with the SEC.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

Lloyds Banking Group plc is a public limited company incorporated under the laws of Scotland. Most of Lloyds Banking Group plc’s directors and executive officers and certain of the experts named herein are residents of the UK. A substantial portion of the assets of Lloyds Banking Group plc, its subsidiaries and such persons, are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon all such persons or to enforce against them in US courts judgments obtained in such courts, including those predicated upon the civil liability provisions of the federal securities laws of the United States. Furthermore, Lloyds Banking Group plc has been advised by its solicitors that there is doubt as to the enforceability in the UK, in original actions or in actions for enforcement of judgments of US courts, of certain civil liabilities, including those predicated solely upon the federal securities laws of the United States.

196

RISK FACTORS

 

Set out below are certain risk factors which could affect Lloyds Banking Group’s future results and cause them to differ from expected results in material respects. The factors discussed below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties that Lloyds Banking Group’s businesses face. For information on Lloyds Banking Group’s risk management policies and procedures, see ’Lloyds Banking Group — Operating and financial review and prospects—Risk Management.’

 

CREDIT-RELATED RISKS

 

The Group’s businesses are subject to inherent risks concerning borrower and counterparty credit quality which have affected and may adversely impact the recoverability and value of assets on the Group’s balance sheet.

The Group has exposures (including, but not limited to, lending, undrawn commitments, derivative, equity, contingent and/or settlement risks) to many different products, counterparties and obligors and the credit quality of its exposures can have a significant impact on the Group’s earnings. Credit risk exposures are categorised as “retail”, arising primarily in the Retail, Consumer Finance and parts of the Run-Off divisions, and small and medium-sized enterprises (SME) and “corporate” (including medium and large corporates, banks, financial institutions and sovereigns), arising primarily in the Commercial Banking, Run-Off and Insurance divisions. This reflects the risks inherent in the Group’s lending and lending-related activities and in the insurance business primarily in respect of investment holdings (including loan assets) and exposures to reinsurers. Adverse changes in the credit quality of the Group’s UK and/or international borrowers and counterparties or collateral held in support of exposures, or in their behaviour or businesses, may reduce the value of the Group’s assets and materially increase the Group’s write-downs and allowances for impairment losses. Credit risk can be affected by a range of factors outside the Group’s control, which include but are not limited to an adverse economic environment (in the UK and/or in countries where the Group and/or its customers/counterparties do and do not operate, such as any adverse economic effects that could occur in connection with the UK’s exit from the EU following the referendum decision), reduced UK consumer and/or government spending (in light of the Group’s concentration in the UK), global economic slowdown leading to constraints on liquidity (given continued concerns around the Eurozone, adverse economic environments in China and emerging markets and other macro-economic issues), changes in the credit rating of individual counterparties (including sovereigns), the debt levels of individual contractual counterparties and the economic environment in which they operate, increased unemployment, reduced asset values, increased personal or corporate insolvency levels, adverse sector concerns, falling stock and bond/other financial markets, reduced corporate profits, over-indebtedness (including sovereigns), changes (and the timing, quantum and pace of these changes) in interest rates (including the potential increase in the use of negative interest rates), and any subsequent impact on pension liabilities, volatility of oil and commodity prices, changes in foreign exchange rates, higher tenant defaults, counterparty challenges to the interpretation or validity of contractual arrangements, an increase in credit spreads, changes to insolvency regimes making it harder to enforce against counterparties, impact of technological disruption or cybercrime and any external factors of a political, legislative or regulatory nature, including for example, rising “living wage” requirements, changes in accounting rules and tax changes relating to buy-to-let investments in the UK.

 

The EU referendum decision has heightened the probability of some or all of these events happening and adds further uncertainty to counterparty credit risk and the Group’s financial condition. Key related risks which may impact the Group’s business and/or the Group’s clients’ businesses include, but are not limited to: weaker sterling, volatility in financial markets, a downgrade of the UK credit rating, inflation risk, prolonged low or rising interest rates, impact on European sovereigns and counterparties, reduced consumer spending, dampened confidence, loss and/or postponement of foreign direct investment and domestic direct investment, political uncertainty, potential wider European political instability, uncertainty around trade negotiations and/or the UK’s ability to retain access to the single market, passporting and free movement and cost of labour, relocation of companies and institutions away from the UK, and the withdrawal and/or reduction of EU funding. For more detail on the EU referendum decision see “—Business and Economic Risks— Political, legal, regulatory, constitutional and economic uncertainty arising from the outcome of the referendum on the UK’s membership of the EU could adversely impact the Group’s business, results of operations, financial condition and prospects” below. For further information on general macro-economic risks affecting the Group in the UK and the EU see “— Business and Economic Risks— The Group’s businesses are subject to inherent and indirect risks arising from general macro-economic conditions in the UK, the US, the Eurozone, Asia and globally, and any resulting instability of financial markets or banking systems”.

 

There are many other factors that could impact credit risk including fraud, natural disasters, flooding, industrial and strike action, war and acts of terrorism.

 

The Group has credit exposure both in the UK and internationally, including Europe, the US and Asia. The Group’s credit exposure includes residential mortgage lending (in the UK and to a lesser extent, Ireland and The Netherlands) and commercial real estate lending, including commercial real estate lending secured against secondary and tertiary non-prime assets in the UK. The Group also has significant credit exposure to certain individual counterparties in higher risk and cyclical asset classes and sectors (such as leveraged lending, oil and gas and related sectors, commodities trading, manufacturing (including auto manufacturers), construction, retail and outsourcing services) and weakened geographic markets and to counterparties whose businesses may be impacted by material unforeseen events. In addition, the Group has concentrated country exposure in the UK and within certain industry sectors, namely real estate and real estate-related sectors and financial intermediation including providing facilities to funds, mainly against high quality (investment grade equivalent) investors. Certain industry sectors have been adversely impacted by recent global economic events; for example the oil and gas and related sectors, manufacturing (including auto manufacturers) and commodities trading and such adverse developments in these sectors increases the risk of default by the Group’s customers in these sectors. The Group’s retail customer portfolios (including those in the Retail, Consumer Finance and Run-Off divisions) will remain strongly linked to the UK economic environment, with house price deterioration, unemployment increases, inflationary pressures, consumer over-indebtedness and prolonged low or rising interest rates among the factors that may impact secured and unsecured retail credit exposures.

 

In recent years, a number of factors, such as Eurozone instability (including the risk of economic stagnation/deflation in the Eurozone or of one or more members leaving the Eurozone), the deterioration of capital market conditions, the global economic slowdown (given slowdown in economic growth across China and emerging markets and other macro-economic issues) and measures adopted by the governments of individual countries, have reduced and could further reduce households’ disposable income and businesses’ profitability. In the UK, the sterling’s depreciation is expected to squeeze households’ real incomes by pushing up import prices. If such volatile conditions were to continue or increase, this could also have a negative impact on customers’ ability to honour their obligations, which in turn would result in deterioration of the Group’s credit quality. If political conditions or uncertainty over the Eurozone, or the UK Government and Eurozone austerity measures and public spending cuts, result in a prolonged period of economic stagnation for the UK or Eurozone, or a slowdown in the rate of economic recovery, or there is a broader economic slowdown, it may lead to further weakening of counterparty credit quality and subsequent higher impairment charges or fair value reductions in the Group’s lending and contingent equity and derivative portfolios. This could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

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RISK FACTORS

 

The possibility of prolonged economic stagnation in the EU or the risk of one or more members leaving the EU (including the UK’s exit from the EU following the referendum decision), or the risk of a Eurozone member leaving the Eurozone, could impact the UK’s own economic recovery, given the extensive trade links between the UK and the Eurozone/EU and in turn, this could impact upon the Group’s performance. The Group has credit exposure to SMEs and corporates, financial institutions and securities which may have material direct and indirect exposures in the Eurozone countries. Any default on the sovereign debt of these countries and the resulting impact on other Eurozone countries, including the potential that some countries could leave the Eurozone, could have a material adverse effect on the Group’s business.

 

At present, default rates are partly cushioned by low rates of interest which have helped customer affordability, but the risk remains of increased default rates as interest rates start to rise. The timing, quantum and pace of any change in interest rates is a key risk factor for the Group’s default rates with expectations on the timing and quantum of any changes set by the Bank of England and also by the relevant central bank when lending in a foreign currency.

 

All new lending is dependent on the Group’s assessment of each customer’s ability to repay and the value of any underlying security. There is an inherent risk that the Group has incorrectly assessed the credit quality and/or the ability or willingness of borrowers to repay, possibly as a result of incomplete or inaccurate disclosure by those borrowers or as a result of the inherent uncertainty that is involved in the exercise of constructing models to estimate the true risk of lending to counterparties. The Group estimates and establishes reserves for credit risks and potential credit losses inherent in its credit exposure. This process, which is critical to the Group’s results and financial condition, requires difficult, subjective and complex judgements, including forecasts of how macro-economic conditions might impair the ability of borrowers to repay their loans. As is the case with any such assessments, there is always a risk that the Group will fail to adequately identify the relevant factors or that it will fail to estimate accurately the impact of these identified factors.

 

Concentration of credit and market risk could increase the Group’s potential for significant losses including in an adverse market/environment.

The Group has exposure to concentration risk where its business activities focus particularly on a single obligor or a similar type of customer (borrower, sovereign, financial institution or central counterparty), product, industrial sector or geographic location, including the UK.

 

The Group has significant exposure to the UK residential mortgage market. Additionally, the Group has large sectorial concentrations (primarily in gilts, real estate and real estate-related lending, and financial intermediation including providing facilities to funds, mainly against high quality (investment grade equivalent) investors and to a lesser extent, oil and gas and related sectors, manufacturing (including auto manufacturers), agriculture and leveraged lending), as well as significant global credit exposure.

 

The Group has significant real estate and real estate-related exposure, including secondary and tertiary non-prime assets, meaning that decreases in residential or commercial property values and/or increases in tenant defaults are likely to lead to higher impairment charges, which could materially affect the Group’s results of operations, financial condition or prospects.

 

The Group’s corporate lending portfolio also contains substantial exposure to large, mid-sized, public and private companies. Exposures to sectors that have experienced cyclical weakness in recent years, coupled with a historic strategy of taking large single name concentrations to non-listed companies and entrepreneurs, and taking exposure at various levels of the capital structure, may give rise to (albeit reducing) single name and risk capital exposure. Whilst expectation of default for these exposures is appropriately provided for within the Group’s base case assumptions, they remain vulnerable to downside risks. As in the UK, the Group’s lending business overseas is also exposed to a small number of long-term customer relationships and these single name concentrations place the Group at risk of loss should default occur.

 

The Group’s efforts to continue to divest, diversify or manage its credit portfolio against concentration risks may not be successful and any concentration of credit risk could increase the potential for significant losses in its credit portfolio. In addition, any disruption in the liquidity or transparency of the financial markets may result in the Group’s inability to sell or syndicate securities, loans or other instruments or positions held (including underwrites), thereby leading to increased concentrations of such positions. These concentrations could expose the Group to losses if the mark-to-market value of the securities, loans or other instruments or positions declines causing the Group to take write-downs. Moreover, the inability to reduce the Group’s positions not only increases the market and credit risks associated with such positions, but also increases the level of risk-weighted assets on the Group’s balance sheet, thereby increasing its capital requirements and funding costs, all of which could materially adversely affect the Group’s operating results, financial condition or prospects.

 

The Group’s corporate portfolios are also susceptible to “fallen angel” risk, that is, the probability of default increases significantly following material unexpected events, resulting in the potential for large losses. These types of events can occur from time to time, and may include for example, major fraud, poor corporate governance, high profile incidents and collapse in specific sectors or products, all of which are very difficult to forecast, and could adversely impact the Group’s results of operations, financial condition or prospects.

 

The Group may be required to record credit value adjustments, funding value adjustments and debit value adjustments on its derivative portfolio, which could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

The Group continually seeks to limit and manage counterparty credit risk exposure to market counterparties. Credit value adjustment (CVA) and funding value adjustment (FVA) reserves are held against uncollateralised derivative exposures and a risk management framework is in place to mitigate reserve value changes. CVA is an expected loss calculation that incorporates current market factors including counterparty credit spreads. FVA reserves are held to capitalise the cost of funding uncollateralised derivative exposures. The Group also calculates a debit value adjustment (DVA) to reflect own credit spread risk as part of the fair value of derivative liabilities. The Group uses several credit risk mitigation techniques to limit counterparty credit risk exposure including netting agreements, collateral agreements and other forms of credit enhancement where possible. However, deterioration in the creditworthiness of financial counterparties, or large adverse financial market movements, could impact the size of CVA and FVA reserves and result in a material charge to the Group’s profit and loss account.

 

CONDUCT RISKS

 

The Group is exposed to various forms of conduct risk in its operations, including the risk of mis-selling financial products, mishandling of complaints, business planning and strategy not being based upon customer need and not supporting fair customer outcomes, and engaging in conduct which disrupts the fair and effective operation of a market in which it is active, any of which could have a material adverse effect on the Group’s results or its relations with its customers and regulators.

The Group is exposed to various forms of conduct risk in its operations. Such risks are inherent in banking services. These include business and strategic planning that does not sufficiently consider customer need (leading to products being offered beyond target markets and mis-selling of financial products), ineffective management and monitoring of products and their distribution (which could result in customers receiving unfair outcomes), a

198

RISK FACTORS

 

culture that is not sufficiently customer-centric (potentially driving improper decision making and unfair outcomes for customers), outsourcing of customer service and product delivery via third parties that do not have the same level of control, oversight and culture as the Group (resulting in unfair customer outcomes which could lead to reputational damage and regulatory investigations), the possibility of alleged mis-selling of financial products or the mishandling of complaints related to the sale of such products (which could require amendments to sales processes, withdrawal of products or the provision of restitution to affected customers, all of which may require additional provisions in the Group’s financial accounts), poor governance of colleagues’ incentives and rewards and approval of schemes which drive unfair customer outcomes. These can lead to remediation and regulatory intervention/enforcement (including fines). Ineffective management and oversight of legacy conduct issues can result in customers who are undergoing remediation being unfairly treated and therefore further rectification being required. The Group is also exposed to the risk of engaging in conduct which disrupts the fair and effective operation of a market in which it is active.

 

While the Group has implemented a number of policies in order to help mitigate against these risks, no assurance can be given that the conduct strategy and framework will be effective and will not have an adverse effect on the Group’s results of operations, financial condition or prospects.

 

REGULATORY AND LEGAL RISKS

 

The Group and its businesses are subject to substantial regulation and oversight. Adverse legal or regulatory developments could have a significant material adverse effect on the Group’s business, results of operations, financial condition or prospects.

The Group and its businesses are subject to legislation, regulation, court proceedings, policies and voluntary codes of practice including the effects of any changes in these or the interpretation of them in the UK, the EU and the other markets in which the Group operates. The Group is therefore subject to associated legal and regulatory risks, including risk in connection with legal and regulatory actions and market reviews. Depending on the specific nature of the requirements and how they are enforced, they could have a significant impact on the Group’s operations, business prospects, structure, costs and/or capital requirements and ability to enforce contractual obligations.

 

These laws and regulations include (i) increased regulatory oversight, particularly in respect of conduct issues, (ii) prudential regulatory developments, including ring-fencing, (iii) increased legislative requirements including the recently implemented Senior Managers and Certification Regime (the “SMCR”), and (iv) other industry-wide initiatives.

 

Unfavourable developments across any of these areas, discussed in greater detail elsewhere herein, could materially affect the Group’s ability to maintain appropriate liquidity, increase its funding costs, constrain the operation of its business and/or have a material adverse effect on the Group’s business, results of operations and financial condition. Areas where these changes could have an adverse effect on the Group include, but are not limited to:

 

(i) general changes in government, central bank or regulatory policy, or changes in regulatory regimes that may influence investor decisions in particular markets in which the Group operates, any of which may change the structure of those markets and the products offered or may increase the costs of doing business in those markets;
   
(ii) external bodies applying or interpreting standards, laws, regulations or contracts differently to the Group;
   
(iii) an uncertain and rapidly evolving prudential regulatory environment which could materially adversely affect the Group’s ability to maintain liquidity and increase its funding costs;
   
(iv) changes in competitive and pricing environments, including markets investigations, or one or more of the Group’s regulators intervening to mandate the pricing of the Group’s products, as a consumer protection measure;
   
(v) one or more of the Group’s regulators intervening to prevent or delay the launch of a product or service, or prohibiting an existing product or service;
   
(vi) further requirements relating to financial reporting, corporate governance, corporate structure and conduct of business and employee compensation;
   
(vii) expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership;
   
(viii) changes to regulation and legislation relating to economic and trading sanctions, money laundering and terrorist financing; and
   
(ix) regulatory changes which influence business strategy, particularly the rate of growth of the business, or which impose conditions on the sales and servicing of products, which have the effect of making such products unprofitable or unattractive to sell.

 

With respect to the State Aid commitments agreed with the European Commission by the Group under the State Aid regime in 2009, the Group has satisfied all material structural and behavioural commitments following the successful carve-out and disposal of TSB and non-core asset reductions. The Group is therefore no longer subject to restrictive behavioural commitments including the constraint on acquisitions, but the Group continues to be bound by two remaining limited ancillary commitments which means that the Group remains subject to supervision by the European Commission with respect to these commitments until they cease to have effect on or before June 2017.

 

For more detail on the changing prudential regulatory environment see “—Regulatory and legal risks—The Group faces risks associated with an uncertain and rapidly evolving international prudential, legal and regulatory environment” below.

 

The Group faces risks associated with an uncertain and rapidly evolving international prudential, legal and regulatory environment.

The Group’s borrowing costs and access to capital markets, as well as its ability to lend or carry out certain aspects of its business, could be affected by prudential regulatory developments, including (i) amendments to FSMA introduced by the Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act”) along with secondary legislation and PRA/FCA rules made under the Banking Reform Act, (ii) amendments to the EU legislation comprising the Capital Requirements Directive and the Capital Requirements Regulation (together, “CRD IV”), or implementation of CRD IV in the UK, (iii) evolving European and global prudential and regulatory changes, and (iv) regulatory changes in the US.

 

BANKING REFORM ACT

 

The Banking Reform Act’s measures contain provisions with respect to, amongst other things (i) ring-fencing domestic retail banking services of UK banks, and (ii) the implementation of SMCR.

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RISK FACTORS

 

RING-FENCING

 

The Banking Reform Act, secondary legislation and PRA/FCA rules made under the FSMA have enacted amendments to the FSMA and the UK regulatory regime that require UK banking groups (such as the Group) with more than £25 billion (on a Group-wide basis) of core deposits (defined as “ring-fenced bodies” or “RFBs”) to separate the retail banking activities of their UK banks – particularly deposit-taking and associated services – from certain prohibited forms of activity, including (i) dealing in investments, (ii) incurring exposures to relevant financial institutions (which include, amongst others, credit institutions (other than RFBs), investment firms and alternative investment funds (subject to certain limited exceptions)), (iii) participating in an inter-bank payment system other than as a direct member (subject to certain limited exceptions), and (iv) having non-EEA branches or subsidiaries. RFBs are also subject to regulations governing how pension arrangements can be managed, following the implementation of ring-fencing.

 

The PRA and FCA are required by the Banking Reform Act to implement ring-fencing rules (the “Ring-fencing Rules”) by 1 January 2019, with the deadline for implementing changes to the Group’s pension scheme being 1 January 2026. The PRA has published consultation papers covering: (i) the legal structure of an RFB and its wider group, (ii) the governance arrangements for an RFB, (iii) the continuity of services and facilities, (iv) prudential requirements applicable to the RFB sub-group, (v) intra-group arrangements, (vi) the use of financial market infrastructure by RFBs, and (vii) reporting requirements regarding compliance with the ring-fencing regime, including an RFB’s reliance on any exemptions to the excluded activities and prohibitions under secondary legislation. RFBs are able to apply for waivers of the Ring-fencing Rules in accordance with the statutory procedure for waivers set out in FSMA. In July 2016, the PRA published its final policy statement, supervisory statement and rules covering items (i) through (vi) above, and the consultation process for item (vii) above has now closed. The PRA and FCA have also been granted powers under the FSMA to impose certain restructuring requirements on RFBs, their parent undertakings and certain other regulated entities within an RFB’s group if, in broad terms, the financial stability of the RFB is deemed to be at risk as a result of the implementation of the Ring-Fencing Rules within the relevant banking group.

 

Whilst the Ring-fencing Rules and other aspects of regulatory guidance are not yet in final form, the implementation of the Ring-fencing Rules will have an impact on the Group’s structure, governance arrangements, business and reporting models, operations, costs and financing arrangements.

 

The Group is actively engaged with HM Treasury, the PRA and FCA to ensure that it is able to fully implement the restructuring required to implement ring-fencing by the January 2019 deadline. As required under the PRA’s second consultation paper, the Group submitted its latest implementation plan to the PRA and FCA in December 2016. In addition, the Group will become subject to the expanded oversight powers granted to HM Treasury, the PRA and the FCA under the Banking Reform Act from 1 January 2019.

 

SENIOR MANAGERS AND CERTIFICATION REGIME

 

The SMCR is a recently implemented regime which came into force on 7 March 2016 and replaces the approved persons regime for deposit takers and other PRA designated firms. The SMCR comprises a number of elements, including the senior managers’ regime, the certification regime and the conduct rules, which are due to be expanded by changes proposed by the Bank of England and the Financial Services Act 2016. The Group could be exposed to additional risk or loss if it is unable to comply with the requirements arising from the SMCR or if doing so imposes significant demands on the attention of management.

 

CAPITAL REQUIREMENTS REGULATION AND CAPITAL REQUIREMENTS DIRECTIVE

 

In 2012, the Basel Committee on Banking Supervision (the “Basel Committee”) approved significant changes to the regulatory framework applicable to the Group, including new capital and liquidity requirements intended to reinforce capital standards and to establish minimum liquidity standards for credit institutions (such changes being commonly referred to as “Basel III”). The Basel III changes refer to, among other things, (i) new requirements for a bank’s capital base; (ii) measures to strengthen capital requirements for counterparty credit exposures arising from certain transactions; (iii) the introduction of a leverage ratio; and (iv) short-term and longer-term standards for funding and liquidity.

 

The Basel III reform package has been implemented in Europe through CRD IV. Full implementation began from 1 January 2014, with particular elements being phased in over a period of time, to be fully effective by 2024.

 

As a European regulation, the Capital Requirements Regulation is directly applicable in the UK and the Group is subject to its requirements. In December 2013, the PRA published its principal statement of policy, setting out the PRA rules in order to implement the Capital Requirements Directive in the UK.

 

The CRD IV regime is expected to continue to evolve as a result of further changes agreed by EU legislators, binding regulatory technical standards and guidelines to be developed by the European Banking Authority (EBA) and changes to the way in which the PRA interprets and applies these requirements to UK financial institutions. In particular, on 23 November 2016, the European Commission put forward significant proposals to amend, among other things, both the Capital Requirements Regulation and the Capital Requirements Directive (such amended Capital Requirements Regulation to be known as “CRR 2” and the Capital Requirements Directive as “CRD V”), including to propose a binding leverage ratio, a binding net stable funding ratio, more risk-sensitive capital requirements. If adopted, these reforms are expected to enter into force by 2019 at the earliest.

 

CRD IV introduced a number of new capital buffers to provide further capital cushions for additional risks that financial institutions may be subject to. These buffers will be fully phased in by 1 January 2019 and comprise: (i) a capital conservation buffer; (ii) a time-varying countercyclical capital buffer; (iii) buffers applicable to global systemically important banks (G-SIBs); (iv) buffers applicable to other systematically important banks; and (v) a systemic risk buffer (SRB).

 

The Group is not currently categorised as a G-SIB for which the Financial Stability Board (FSB) has set buffer rates. The Bank of England’s Financial Policy Committee (FPC) published the final framework for the UK SRB in May 2016 and the PRA published their statement of policy on their approach for implementing the SRB in December 2016. The Group’s RFB sub-group will be subject to the UK SRB from 1 January 2019; however, the level of the buffer will be dependent on the final structure of the Group’s RFB sub-group (which is, in turn, due to be finalised prior to 1 January 2019).

 

In December 2015, the FPC released a supplement to its Financial Stability Report on the framework of capital requirements for UK banks. The supplement outlined the FPC’s final views on the overall calibration of the UK capital framework and described how the framework of capital requirements for UK banks is expected to transition from its current state to its end point in 2019, as well as ongoing work to refine requirements during that transition period. In this supplement, the FPC set out its strategy for the time-varying UK countercyclical capital buffer which will be applied to a bank’s UK exposures. The UK countercyclical capital buffer rate was set to increase from 0 per cent. to 0.5 per cent. of risk-weighted assets on 29 March 2017, at which time the overlapping aspects of Pillar 2 supervisory capital buffers would be removed or reduced. However, following the EU referendum, on 5 July 2016 the FPC announced in their Financial Stability Report that the planned 0.5 per cent. UK countercyclical capital buffer would not be implemented in March 2017 and the 0 per cent. rate was expected to remain until at least June 2017. The FPC also recommended that where existing

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RISK FACTORS

 

Pillar 2 PRA supervisory buffers reflect risks that would be captured by a UK countercyclical capital buffer rate, the PRA should reduce those buffers by an amount of capital which is equivalent to the effect of a UK countercyclical capital buffer rate of 0.5 per cent. The FPC has also indicated that it expects to review the countercyclical buffer and to set a UK countercyclical capital buffer rate in the region of 1 per cent. of risk-weighted assets when risks are judged to be neither subdued nor elevated, but the rate can be set in excess of this level. There remains a risk that any future changes to the countercyclical capital buffer rate in the UK could lead to an increase in capital requirements applicable to the Group where these changes are deemed not to be already captured by Pillar 2 supervisory capital buffers.

 

Under the Capital Requirements Directive Article 141, institutions that fail to meet their “combined buffer requirements” (consisting of buffers (i), (ii), and the higher of (iii), (iv) and (v)) will be subject to restrictions on the making of certain discretionary payments (including dividends on ordinary shares, coupons or Additional Tier 1 (AT1) securities and certain items of variable remuneration). These restrictions are scaled according to the extent of the breach and result in a maximum distributable amount which may be expended on such discretionary payments in each relevant period.

 

As outlined above, the Group’s capital buffer requirements are still being finalised and investors may not be able to predict accurately the risk of dividends on ordinary shares or distributions on other securities being prohibited or restricted as a result of the Capital Requirements Directive Article 141.

 

The FPC supplement also sets out how the PRA intends to set a PRA buffer for individual banks which is the minimum level of capital buffer required by the PRA. The PRA buffer is confidential between the Group and the PRA and can be set at a level in excess of the combined buffer requirements and any further sectoral capital measures that the PRA has imposed. As a result, investors may not be able to predict accurately the risk of dividends on ordinary shares or distributions on other securities being restricted as a result of the PRA buffer.

 

In addition to the risk based capital framework, the Group is also subject to minimum requirements under the UK leverage framework. Currently, the UK leverage ratio framework does not give rise to higher capital requirements for the Group than the risk-based capital framework but there is a risk that it could do so as a result of a change in the Group’s financial position or a strengthening of the regulatory requirements (which are expected to be calibrated in 2017).

 

The Group will monitor the ongoing changes to the capital framework which may affect the Group’s financial position or require the strengthening of regulatory requirements.

 

EVOLVING EUROPEAN AND GLOBAL PRUDENTIAL AND REGULATORY CHANGES

 

More generally and in the longer term, the Basel Committee is considering revisions to Basel III including: credit risk capital requirements; capital floors; operational risk capital requirements; and capital requirements covering credit valuation adjustments. Whilst the Basel Committee and the PRA have publicly stated that they are not seeking to increase the overall quantum of capital in the system, there is a risk that individual firms may be more impacted than others, or the final rules are more onerous than these statements suggest. Final rules are expected to be published by the Basel Committee in early 2017 and until such rules are published and translated into European legislation it will remain premature to estimate the impact.

 

The Minimum Requirement for Own Funds and Eligible Liabilities (MREL), which is being implemented in the EU and the UK, will apply to EU financial institutions and cover capital and debt instruments that are capable of being written-down or converted to equity in order to prevent a financial institution from failing in a crisis. In November 2016, the Bank of England published a statement of policy outlining its approach to setting MREL. The Bank of England has set a final MREL conformance date of 1 January 2022 with MREL requirements transitioning up to that date. The PRA has also separately stated that financial institutions should expect the PRA to investigate whether any financial institution in breach of its MREL requirement is failing, or likely to fail, to satisfy the threshold conditions for authorisation, with a view to taking further action as necessary. On 23 November 2016, the European Commission published proposals to amend the BRRD to implement, among other things, a revised firm-specific MREL requirement. If adopted, these reforms are expected to enter into force by 2019 at the earliest. Under CRD V, it is proposed that MREL will also be factored in to the calculation of the maximum distributable amount (as discussed above). There is a risk that conforming with the final MREL requirements may create an unexpected adverse impact upon the amount, mix and associated cost of the Group’s capital and eligible debt of the Group.

 

Following the report of the European Commission’s high-level expert group on banking structural reform chaired by Erkki Liikanen (the “Liikanen Report”), published in 2012, structural reform measures that are similar to some of those contained in the Banking Reform Act are also under consideration.

 

European Regulation 648/2012, known as the European Market Infrastructure Regulation (EMIR), introduces new requirements to improve transparency and reduce the risks associated with the derivatives market. EMIR came into force on 16 August 2012 and when it fully comes into effect, EMIR will require entities that enter into any form of derivative contract, including interest rate, foreign exchange, equity, credit and commodity derivatives, to: (i) report every derivative contract entered into to a trade repository, (ii) implement new risk management standards (including operational processes and margining) for all bilateral OTC derivative trades that are not cleared by a central counterparty, and (iii) clear, through a central counterparty, OTC derivatives that are subject to a mandatory clearing obligation. Certain of the requirements under EMIR (such as some clearing requirements) have yet to fully come into effect. The first clearing obligations for certain interest rate derivatives have applied from June 2016. Variation margin requirements for uncleared trades came into effect on 4 February 2017 for market participants with a sufficiently large derivative trading volume and on 1 March 2017 for all other counterparties, including the Group. Certain products are exempt from variation margin requirements at this time and implementation for these products is due to be phased in. The Group does not expect initial margin requirements to apply to it until September 2018. It is expected that there will be additional costs and limitations on the Group’s business resulting from these requirements.

 

The Group’s businesses could be adversely impacted by significant US regulatory reforms including any changes relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which provides a broad framework for significant regulatory changes. For example, final rules implementing the “Volcker Rule” came into effect in July 2015, prohibiting certain types of proprietary trading by the Group and limiting the Group’s ability to make investments in and sponsor certain private equity funds and hedge funds. In addition, the Dodd-Frank Act’s implementing regulations include final rules imposing registration and other requirements on entities that engage in derivatives activities. The new US administration has announced its intention to modify the existing regulatory framework, including the Dodd-Frank Act. Although the timing and scope of any such changes and/or further progress on the Dodd-Frank Act’s implementing regulations are uncertain, there have been and will continue to be additional costs and/or limitations on the Group’s businesses in connection with any US financial regulatory changes.

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The full impact of the derivative market regulations on the Group remains unclear, and could have a materially adverse effect on the Group’s business, results of operations, financial condition or prospects. In particular, the costs of complying with the regulations are expected to be burdensome, giving rise to additional expenses that may have an adverse impact on the Group’s financial condition. Additionally, such regulations could make it more difficult and expensive to conduct hedging and trading activities. As a result of these increased costs, the regulation of the derivative markets may also result in the Group deciding to reduce its activity in these markets.

 

It is difficult to predict how and in what final form many of the regulatory changes described herein will be implemented and what financial obligations may be imposed in relation thereto. While the Group continues to work closely with regulatory authorities and industry associations to ensure that it is able to identify and respond to proposed regulatory changes, the Group could be exposed to additional risk of loss if it is unable to comply with the requirements arising from these regulations or if doing so imposes significant demands on the attention of management. Depending on the specific nature of the requirements and how they are enforced, such changes could have a significant impact on the Group’s operations, business prospects, structure, costs and/or capital requirements including changes to how the Group and its businesses are capitalised and funded, distribution of capital, reducing weighted assets, modifying legal entity structure and changing the Group’s business mix to strengthen the Group’s capital position.

 

The Group and its UK subsidiaries may become subject to the provisions of the Banking Act 2009, as amended, which could have an adverse impact on the Group’s business.

Under the Banking Act 2009, as amended, (the “Banking Act”), substantial powers have been granted to HM Treasury, the Bank of England and the PRA and FCA (together, the “Authorities”) as part of the special resolution regime (the “SRR”). These powers enable the Authorities to deal with and stabilise UK-incorporated institutions with permission to accept deposits pursuant to Part 4A of the FSMA if they are failing or are likely to fail to satisfy certain threshold conditions (within the meaning of Section 55B of the FSMA). The SRR consists of five stabilisation options: (i) transfer of all or part of the business of the relevant entity or the shares of the relevant entity to a private sector purchaser, (ii) transfer of all or part of the business of the relevant entity to a “bridge bank” established and wholly owned by the Bank of England, (iii) transfer all or part of the relevant entity or “bridge bank” to an asset management vehicle, (iv) making of one or more resolution instruments by the Bank of England, and (v) temporary public ownership of the relevant entity. HM Treasury may also take a parent company of a relevant entity into temporary public ownership where certain conditions are met. The SRR also provides for two new insolvency and administration procedures for relevant entities. Certain ancillary powers include the power to modify certain contractual arrangements in certain circumstances.

 

In addition, the Group’s costs of doing business may increase by amendments made to the Banking Act in relation to deposits covered by the UK Financial Services Compensation Scheme (the “FSCS”). The Group contributes to compensation schemes such as the FSCS in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers. Further provisions in respect of these costs are likely to be necessary in the future. The ultimate cost to the industry, which will also include the cost of any compensation payments made by the FSCS and, if necessary, the cost of meeting any shortfall after recoveries on the borrowings entered into by the FSCS, remains uncertain but may be significant and may have a material effect on the Group’s business, results of operations or financial condition.

 

The final text of the EU Directive 2014/59/EU establishing an EU-wide framework for the recovery and resolution of credit institutions and investment firms (the “BRRD”), entered into force on 2 July 2014 and in the UK, the Banking Reform Act made provision for certain aspects of the “bail-in” power. Certain amendments to the BRRD may be made as a result of proposals published by the European Commission on 23 November 2016. Under the “bail-in” power, prior to insolvency proceedings, regulators would have the power to impose losses on holders of regulatory capital securities, senior bondholders and/or other creditors while potentially leaving untouched certain other classes of excluded creditors; generally losses are to be taken in accordance with the priority of claims under normal insolvency proceedings. Bail-in is expected to apply to all of the Group’s unsecured senior and subordinated debt instruments with a remaining maturity of greater than seven days. The stated aim of the BRRD is to provide authorities designated by EU member states to apply the resolution tools and exercise the resolution powers set forth in the BRRD (the “resolution authorities”) with common tools and powers to address banking crises pre-emptively in order to safeguard financial stability and minimise taxpayers’ exposure to losses. The powers granted to resolution authorities under the BRRD include, but are not limited to: (i) a “write-down and conversion power” relating to Tier 1 and Tier 2 capital instruments and (ii) a “bail-in” power relating to eligible liabilities (including the capital instruments and senior debt securities issued by the Group). Such powers give resolution authorities the ability to write-down or write-off all or a portion of the claims of certain unsecured creditors of a failing institution or group and/or to convert certain debt claims into another security, including ordinary shares of the surviving group entity, if any. Such resulting ordinary shares may be subject to severe dilution, transfer for no consideration, write-down or write-off. Such powers were implemented in the UK with effect from 1 January 2015.

 

The conditions for use of the bail-in power are, in summary, that (i) the regulator determines that the bank is failing or likely to fail, (ii) having regard to timing and other relevant circumstances, it is not reasonably likely that (ignoring the stabilisation powers) action will be taken by or in respect of the bank to avoid the failure of the bank, (iii) the relevant UK resolution authority determines that it is necessary having regard to the public interest to exercise the bail-in power in the advancement of one of the statutory objectives of resolution, and (iv) one or more of those objectives would not be met to the same extent by the winding up of the bank. The Banking Act and secondary legislation made thereunder provides certain other limited safeguards for creditors in specific circumstances. The “no creditor worse off” safeguard contained in the Banking Act may not apply in relation to an application of the write-down and conversion power in circumstances where a stabilisation power is not also used; holders of debt instruments which are subject to the power may, however, have ordinary shares transferred to or issued to them by way of compensation. The exercise of mandatory write-down and conversion power under the Banking Act or any suggestion of such exercise could, therefore, materially adversely affect the rights of the holders of equity and debt securities and the price or value of their investment and/or the ability of the Group to satisfy its obligations under such debt securities.

 

In addition to the provisions described above, it is possible that the exercise of other powers under the Banking Act to resolve failing banks in the UK and give the authorities powers to amend the terms of contracts (for example, varying the maturity of a debt instrument) and to override events of default or termination rights that might be invoked as a result of the exercise of the resolution powers could have a material adverse effect on the rights of holders of the equity and debt securities issued by the Group, including through a material adverse effect on the price of such securities. The Banking Act also gives the Bank of England the power to override, vary or impose contractual obligations between a UK bank, its holding company and its group undertakings for reasonable consideration, in order to enable any transferee or successor bank to operate effectively. There is also power for HM Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use the regime powers effectively, potentially with retrospective effect.

 

The determination that securities and other obligations issued by the Group will be subject to write-down, conversion or bail-in is likely to be inherently unpredictable and may depend on a number of factors which may be outside of the Group’s control. This determination will also be made by the

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relevant UK resolution authority and there may be many factors, including factors not directly related to the Company or the Group, which could result in such a determination. Because of this inherent uncertainty and given that both BRRD and the relevant provisions of the Banking Act remain untested in practice, it will be difficult to predict when, if at all, the exercise of a bail-in power may occur which would result in a principal write-off or conversion to other securities, including the ordinary shares of the Company. Moreover, as the criteria that the relevant UK resolution authority will be obliged to consider in exercising any bail-in power provide it with considerable discretion, holders of the securities issued by the Group may not be able to refer to publicly available criteria in order to anticipate a potential exercise of any such power and consequently its potential effect on the Group and the securities issued by the Group.

 

Potential investors in the securities issued by the Group should consider the risk that a holder may lose all of its investment, including the principal amount plus any accrued interest, if such statutory loss absorption measures are acted upon. The BRRD and applicable state aid rules provide that, other than in certain limited circumstances set out in the BRRD, extraordinary governmental financial support will only be available to the Group as a last resort once the write down and conversion powers and resolution tools referred to above have been exploited to the maximum extent possible.

 

Holders of the Group’s securities may have limited rights or no rights to challenge any decision of the relevant UK resolution authority to exercise the UK bail-in power or to have that decision reviewed by a judicial or administrative process or otherwise. Accordingly, trading behaviour in respect of such securities is not necessarily expected to follow the trading behaviour associated with other types of securities that are not subject to such recovery and resolution powers. Potential investors in securities issued by the Group should consider the risk that a holder of such securities may lose all of its investment, including (in the case of debt securities) the principal amount plus any accrued and unpaid interest, if such statutory loss absorption measures are acted upon or if that senior debt instrument may be converted into Lloyds Banking Group plc ordinary shares. Further, the introduction or amendment of such recovery and resolution powers, and/or any implication or anticipation that they may be used, may have a significant adverse effect on the market price of such securities, even if such powers are not used.

 

The Group faces risks associated with its compliance with a wide range of laws and regulations.

The Group is exposed to various forms of legal and regulatory risk, including:

 

(i) certain aspects of the Group’s activities and business may be determined by the relevant authorities, the Financial Ombudsman Service (the “FOS”) or the courts not to have been conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the Ombudsman’s opinion;
   
(ii) the possibility of alleged mis-selling of financial products or the mishandling of complaints related to the sale of such products by or attributed to a member of the Group, resulting in disciplinary action or requirements to amend sales processes, withdraw products, or provide restitution to affected customers, all of which may require additional provisions;
   
(iii) risks relating to compliance with, or enforcement actions in respect of, existing and/or new regulatory or reporting requirements, including as a result of a change in focus of regulation or a transfer of responsibility for regulating certain aspects of the Group’s activities and business to other regulatory bodies;
   
(iv) contractual and other obligations may either not be enforceable as intended or may be enforced against the Group in an adverse way;
   
(v) the intellectual property of the Group (such as trade names) may not be adequately protected;
   
(vi) the Group may be liable for damages to third parties harmed by the conduct of its business;
   
(vii) the risk of regulatory proceedings, enforcement actions and/or private litigation, arising out of regulatory investigations or otherwise (brought by individuals or groups of plaintiffs) in the UK and other jurisdictions; and
   
(viii) risks related to court or UK Government activity leading to a requirement to equalise pension benefits for the effect of Guaranteed Minimum Pensions, in particular following the completion of the recent consultation by the Department for Work and Pensions on a possible methodology for delivering equalisation. It is possible that any such requirement could increase liabilities in the Group’s defined benefit pension schemes.

 

Regulatory and legal actions pose a number of risks to the Group, including substantial monetary damages or fines, the amounts of which are difficult to predict and may exceed the amount of provisions set aside to cover such risks. In addition, the Group may be subject, including as a result of regulatory actions, to other penalties and injunctive relief, civil or private litigation arising out of a regulatory investigation or otherwise, the potential for criminal prosecution in certain circumstances and regulatory restrictions on the Group’s business, all of which can have a negative effect on the Group’s reputation. Any of these risks could have an adverse impact on the Group’s operations, financial condition, results of operations or prospects and the confidence of customers in the Group, as well as taking a significant amount of management time and resources away from the implementation of the Group’s strategy.

 

The Group’s operations also expose it to various forms of reputational impacts. Negative public opinion can result from the actual or perceived manner in which the Group conducts its business activities, from the Group’s financial performance, the level of direct and indirect government support, actual or perceived practices in the banking and financial industry, or allegations of misconduct. Negative public opinion may adversely affect the Group’s ability to keep and attract customers, which may result in a material adverse effect on the Group’s financial condition, results of operations or prospects. Negative public opinion referenced in the media as “lack of trust” in banking can be impacted by actions of competitors across the industry as well as actions by the Group. Regaining the trust of customers and the public is a key objective of the Group.

 

The Group may settle litigation or regulatory proceedings prior to a final judgment or determination of liability to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when the Group believes that it has no liability or when the potential consequences of failing to prevail would be disproportionate to the costs of settlement. Furthermore, the Group may, for similar reasons, reimburse counterparties for their losses even in situations where the Group does not believe that it is legally compelled to do so. Failure to manage these risks adequately could materially affect the Group, both financially and reputationally.

 

The Group faces risks associated with the high level of scrutiny of the treatment of customers by financial institutions from regulatory bodies, the media and politicians.

The Group’s operations, in particular related to its treatment of customers, are subject to supervision by the FCA and other regulatory authorities. In recent periods, the UK banking industry has been subject to heightened attention from these regulatory authorities, as well as the press and the UK Government. The FCA in particular continues to focus on conduct of business issues through its supervision activities and its establishment of a new

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payment systems regulator (Payment Systems Regulator). Other regulatory efforts include the implementation of the UK Mortgage Market Review (MMR) in April 2014, which requires lenders to obtain evidence of borrowers’ income so as to ensure that they can afford a mortgage, including with respect to potential interest rate rises. The Bank of England is currently implementing limitations on the ability of lenders to provide high loan-to-income mortgages. Increased scrutiny or regulatory development in these areas could materially affect the Group’s operation of its business and/or have a material adverse effect on the Group’s business, results of operations or financial condition. Alongside these changes, the FCA may consider various adjustments to the MMR or other legislation in order to align it with the Mortgage Credit Directive 2014/17/EU (MCD), which came into force on 21 March 2016, including: (i) introducing the “European Standardised Information Sheet”, which is a new product disclosure document to be provided to customers, (ii) requiring firms to calculate both an annual percentage rate of charge (APRC) according to the method set out in the MCD as well as a second APRC for variable-rate mortgage products, and (iii) widening the scope of UK mortgage regulation to include properties located across the EEA, as well as certain buy-to-let mortgages and second charge lending.

 

Additionally, the Group is subject to the Markets in Financial Instruments Directive (MiFID) and its various implementing measures, which together regulate the provision of “investment services and activities” in relation to a range of customer-related areas, including customer classification, conflicts of interest, client order handling, investment research and financial analysis, suitability and appropriateness, transparency obligations and transaction reporting. MiFID is in the process of being replaced by a revised directive (MiFID II) and a new regulation (Markets in Financial Instruments Regulation or “MiFIR”), which entered into force on 2 July 2014. The changes to MiFID include expanded supervisory powers that include the ability to ban specific products, services or practices. While the majority of the provisions of MiFID II and MiFIR and the implementing laws and regulations are currently scheduled to apply from 3 January 2018, the Group has commenced work to meet anticipated requirements. If the Group incurs substantial expenses associated with compliance, ongoing compliance imposes significant demands on the attention of management that result in other areas of the Group’s business not receiving sufficient management attention, or if particular products, services or practices are banned, the Group’s results of operations could be materially adversely affected.

 

The Group is also subject to European regulation on customer deposits. On 12 June 2014, the Deposit Guarantee Schemes Directive 2014/49/EU (the “recast DGSD”) was published in the Official Journal of the EU, which replaced Directive 94/19/EC on Deposit Guarantee Schemes. As required by the recast DGSD, the UK introduced a compliant deposit guarantee scheme (DGS) that:

 

• gives a preference in liquidation or resolution to deposits made by retail customers and SMEs over other senior creditors (including the holders of the Notes issued by the Bank);
   
• sets out the rights of eligible depositors (typically retail customers) to compensation, and repayment circumstances and procedures by the DGS, covering the unavailability of any deposit, up to aggregate deposits of €100,000;
   
• places obligations on credit institutions, in particular, requirements to provide specified information to depositors (and potential depositors) on their rights to compensation under the DGS; and
   
• sets out provisions on the financing of DGSs, including target funding levels and contribution amounts by credit institutions.

 

In addition, increasing regulatory scrutiny under the EU General Data Protection Regulation may limit the extent to which customer data can be used to support the Group achieving its strategic objectives.

 

The financial impact of legal proceedings and regulatory risks might be material but is difficult to quantify. Amounts eventually paid may materially exceed the amount of provisions set aside to cover such risks, or existing provisions may need to be materially increased in response to changing circumstances, as has been the case in respect of payment protection insurance (“PPI”) redress payments.

Where provisions have already been taken in published financial statements of the Group or results announcements for ongoing legal or regulatory matters, these have been recognised, in accordance with IAS 37 (“Provisions, Contingent Liabilities and Contingent Assets”), as the best estimate of the expenditure required to settle the obligation as at the reporting date. Such estimates are inherently uncertain and it is possible that the eventual outcomes may differ materially from current estimates, resulting in future increases or decreases to the required provisions, or actual losses that exceed or fall short of the provisions taken.

 

The Group increased provisions for expected PPI costs by a further £1.35 billion in 2016. This brings the total amount provided for at the end of 2016 to £17.4 billion, of which £2.6 billion remains unutilised relating to complaints and administration costs. Provisions have not been taken where no obligation (as defined in IAS 37 (“Provisions, Contingent Liabilities and Contingent Assets”)) has been established, whether associated with a known or potential future litigation or regulatory matter. Accordingly, an adverse decision in any such matters could result in significant losses to the Group which have not been provided for. Such losses would have an adverse impact on the Group’s financial condition and operations.

 

In November 2014, the UK Supreme Court ruled in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 (Plevin) that failure to disclose to a customer a “high” commission payment on a single premium PPI policy sold with a consumer credit agreement created an unfair relationship between the lender and the borrower under s140 of the Consumer Credit Act 1974. It did not define a tipping point above which commission was deemed “high”. The disclosure of commission was not a requirement of the FSA’s (now FCA’s) Insurance: Conduct of Business sourcebook rules for the sale of general insurance (including PPI). The industry, the FCA and the FOS are considering the broader impacts of this decision. Permission to appeal the redress outcome in the Plevin case was refused by the Court of Appeal in July 2015 and by the President of the Family Division in November 2015.

 

In November 2015 and August 2016, the FCA consulted on the introduction of a two year industry deadline by which consumers would need to make their PPI complaints or lose their right to have them assessed, and proposed rules and guidance about how firms should handle PPI complaints fairly in light of the Plevin judgement discussed above. On 2 March 2017 the FCA confirmed the deadline would be 29 August 2019, and new rules for Plevin would start in August 2017. The industry deadline applies to the handling of these complaints. It is anticipated that the introduction of an industry deadline could encourage eligible consumers to bring their claims earlier than would have otherwise been expected during such period in the absence of an industry deadline for having complaints assessed. The new rules could have a material adverse effect on the Group’s reputation, business, financial condition, results of operations and prospects.

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BUSINESS AND ECONOMIC RISKS

 

The Group’s businesses are subject to inherent and indirect risks arising from general macro-economic conditions in the UK, the US, the Eurozone, Asia and globally, and any resulting instability of financial markets or banking systems.

The Group’s businesses are subject to inherent and indirect risks arising from general and sector-specific economic conditions in the markets in which it operates, particularly the UK, where the Group’s earnings are predominantly generated and the Group’s operations are increasingly concentrated following the strategic reduction of its international presence. The Group may have credit exposure in countries outside the UK even if it does not have a presence in such countries. Any significant macro-economic deterioration in the UK and/or other economies could have a material adverse effect on the results of operations, financial condition or prospects of the Group, as could continued or increasing political uncertainty within the UK and the EU. The profitability of the Group’s businesses could be affected by market factors such as the deterioration of UK economic growth significantly below long-term average levels, rising unemployment, reduced corporate profitability, reduced personal income levels (in real terms), inflationary pressures, including those arising from the sterling’s depreciation, reduced UK Government and/or consumer expenditure, changes in interest rates (and the timing, quantum and pace of those changes as well as the possibility of further reductions in interest rates, including negative interest rates or of unexpected increases in interest rates which may have a detrimental effect on the Group’s customers and their ability to service interest), increased personal, corporate or SME insolvency rates, borrowers’ reduced ability to repay loans and increased tenant defaults which could cause prices of residential or commercial real estate or other asset prices to fall, thereby reducing the collateral value on many of the Group’s assets, fluctuations in commodity prices, changes in foreign exchange rates; or a marked deterioration in global economic growth reflecting the high levels of debt that have built up in some emerging economies, most notably China. These, in turn, could cause increased impairments and/or fair value adjustments.

 

In addition to the possibility of macro-economic deterioration, any increase of financial market instability including any increase in credit spreads, increase or reduction in interest rates, including negative interest rates, and general illiquidity within the markets that the Group uses for hedging or bond issuances may represent further risk to the Group’s business. The outlook for global growth remains uncertain due to issues such as geopolitical tensions (e.g. the Syrian crisis, EU difficulties in dealing with the large inflow of migrants, fallout from Ukraine/Russia and Middle Eastern instability), the impact of the recent US presidential election, continued divergence in economic performance between countries within the Eurozone, and the slow-down of economic growth rates in emerging markets generally and China in particular. The Group has significant exposures, particularly by way of loans, in a number of overseas jurisdictions and is therefore subject to various risks relating to the stability of these financial markets. The global financial system has suffered considerable turbulence and uncertainty in recent years and, despite recent growth in the Eurozone and other advanced economies, the outlook for the global economy over the near to medium term remains challenging.

 

In the Eurozone, the pace of economic recovery has lagged behind that of other advanced countries following the global recession. While economic growth has picked up in certain Eurozone countries over the past year, recovery remains relatively weak and deflationary pressures, together with high levels of private and public debt, outstanding weaknesses in the financial sector and reform fatigue, also remain a concern. In addition, increased political uncertainty in the Eurozone, particularly in light of the upcoming elections in The Netherlands, France and Germany, could create financial instability and have a negative impact on the Eurozone and global economies. The possibility of prolonged low growth in the Eurozone could weaken the UK’s economic prospects, given the extensive economic and financial linkages between the UK and the Eurozone.

 

The recent US presidential election result creates additional uncertainty for the US and global economic outlook. Whilst it is possible that the new administration’s economic policies might have an adverse effect on US and global growth as well as global trade prospects, it is also possible that an expansionary fiscal policy could create greater than expected growth resulting in higher US inflation and interest rates which could in turn significantly impact global investor risk appetite, sparking elevated financial market volatility.

 

In addition, developing macro-economic uncertainty in emerging markets, in particular the high and growing level of debt in China and the risk of a sharp slowdown in Chinese economic growth or a devaluation of the Renminbi could pose threats to global economic recovery. External debt levels are higher now in emerging markets than before the global financial crisis, which could lead to higher levels of defaults and non-performing loans, in particular in an environment of rising interest rates. Financial markets may experience renewed periods of volatility, especially given the recent instability in oil and other commodity prices impacting corporates and emerging markets dependent on the oil and gas sector, creating the potential for a return of contagion between countries and banking systems which may place new strains on funding markets.

 

The Group has credit exposure to SMEs and corporates, financial institutions, sovereigns and securities which may have material direct and indirect exposures in Eurozone countries, the US and other countries. With the exception of the Group’s retail lending exposures in the Republic of Ireland, its direct credit exposure to the peripheral Eurozone countries through sovereign and private sector exposure is relatively small and has been managed steadily downward since 2008.

 

Nonetheless, any default on the sovereign debt of these countries and the resulting impact on other Eurozone countries, including the potential that some countries could leave the Eurozone, could have a material adverse effect on the Group’s business. The exit of any member state from the European Monetary Union (the “EMU”) could result in deterioration in the economic and financial environment in the UK and the Eurozone that would materially affect the capital and the funding position of participants in the banking industry, including the Group. This could also give rise to operational disruptions to the Group’s business.

 

Examples of indirect risks to the Group associated with the Eurozone which have been identified are adverse developments relating to: European banking groups with lending and other exposures to certain Eurozone countries, corporate customers with operations or significant trade in certain European jurisdictions, major travel operators and airlines known to operate in certain Eurozone countries, and international banks with custodian operations based in certain European locations. Adverse developments relating to these sectors, or banking groups could increase the risk of defaults and negatively impact the Group’s business, results of operations or financial condition.

 

The effects on the UK, European and global economies of the exit of one or more EU member states from the EMU, or the redenomination of financial instruments from the Euro to a different currency, are extremely uncertain and very difficult to predict and protect fully against in view of: (i) the potential for economic and financial instability in the Eurozone and possibly in the UK, (ii) the lasting impact on governments’ financial positions of the global financial crisis, (iii) the uncertain legal position, and (iv) the fact that many of the risks related to the business are totally, or in part, outside the control of the Group. However, if any such events were to occur, they may result in: (a) significant market dislocation, (b) heightened counterparty risk, (c) an adverse effect on the management of market risk and, in particular, asset and liability management due, in part, to redenomination of financial assets and liabilities, (d) an indirect risk of counterparty failure, or (e) further political uncertainty in the UK, any of which could have a material adverse effect on the results of operations, financial condition or prospects of the Group. Any adverse changes affecting the economies of the countries in which the Group has significant direct and indirect credit exposures, including those discussed above and any further deterioration in global macro-economic conditions, could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

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Political, legal, regulatory, constitutional and economic uncertainty arising from the outcome of the referendum on the UK’s membership of the European Union could adversely impact the Group’s business, results of operations, financial condition and prospects.

On 23 June 2016, the UK held a referendum on the UK’s continued membership of the EU. A majority of voters voted for the UK to leave the EU. The announcement of the referendum result caused significant volatility in global stock markets and currency exchange rate fluctuations immediately following the EU referendum result that resulted in a significant weakening of the sterling against the U.S. dollar, the euro and other major currencies. The share prices of major UK banks and bank holding companies, including the Company, suffered significant declines in market prices immediately following the result of the referendum and major credit rating agencies downgraded the UK’s sovereign credit rating.

 

A process of negotiation will be required to determine the future terms of the UK’s relationship with the EU, and the uncertainty regarding the timing of, and the process for, the UK’s exit from the EU before, during and after the period of negotiation could have a negative economic impact and result in further volatility in the markets which could in turn adversely impact the Group’s business, results of operations, financial condition and prospects.

 

The effects on the UK, European and global economies of the uncertainties arising from the results of the referendum and the process of the UK’s exit from the EU are difficult to predict but may include economic and financial instability in the UK, Europe and the global economy and the other types of risks described in “—The Group’s businesses are subject to inherent and indirect risks arising from general macro-economic conditions in the UK, the US, the Eurozone, Asia and globally, and any resulting instability of financial markets or banking systems”.

 

Under Article 50 of the Treaty on European Union (Article 50) once the exit process is triggered by the withdrawing member state, a two-year period of negotiation begins to determine the new terms of the withdrawing member’s relationship with the EU, after which period its EU membership ceases unless the European Council, together with the withdrawing member, unanimously decides to extend this period.

 

If, as is expected, the UK invokes Article 50, negotiations relating to the terms of the UK’s relationship with the EU may extend beyond the two-year period set forth therein which could create additional volatility in the markets and have an adverse impact on the Group’s profitability. These negotiations will run in parallel to standalone bilateral negotiations with many individual countries and multilateral counterparties with which the UK currently has trading arrangements by virtue of its membership of the EU. The timing of, and process for, such negotiations and the resulting terms of the UK’s future economic, trading and legal relationships are uncertain.

 

Furthermore, any uncertainty in the UK arising from the UK leaving the EU could be exacerbated should the possibility of a further Scottish independence referendum be resurrected. This could cause further uncertainty and risks to the Group.

 

The longer term effects of the EU referendum are difficult to predict but could include further financial instability and slower economic growth, in the UK in particular, but also in Europe and the global economy. The possible policy of further decreases in interest rates by the Bank of England or sustained low or negative interest rates would put further pressure on the Group’s interest margins and adversely affect the Group’s profitability and prospects. Furthermore, such market conditions may also result in an increase in the Group’s pension deficit.

 

A challenging macroeconomic environment, reduced profitability and greater market uncertainty could negatively impact the Group’s performance and potentially lead to credit ratings downgrades which could adversely impact the Group’s ability to access funding and the cost of such 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.

 

The Group is subject to substantial EU-derived laws, regulation and oversight. There is now significant uncertainty as to the respective legal and regulatory environments in which the Group and its subsidiaries will operate when the UK is no longer a member of the EU. In particular, the Group and its counterparties may no longer be able to rely on the European passporting framework for financial services, which could result in the loss of customers and/or the requirement for the Group to apply for authorisation in multiple EU jurisdictions, the costs, timing and viability of which are uncertain. This uncertainty, and any actions taken as a result of this uncertainty (such as corporate clients of the Group preferring to transact with European competitors or to relocate from the UK to the EU to avoid a loss of passporting rights), as well as new or amended legislation and regulation, may have a significant impact on the Group’s operations, profitability and business model. For further information on the Group’s regulatory and legal risks see “—Regulatory and legal risks”.

 

Any tightening of monetary policy in jurisdictions in which the Group operates could affect the financial condition of its customers, clients and counterparties, including governments and other financial institutions, which could in turn adversely affect the Group’s results of operations.

Quantitative easing measures implemented by major central banks, adopted alongside record low interest rates to support recovery from the global financial crisis, have arguably helped loosen financial conditions and reduce borrowing costs. These measures may have led to the emergence of asset and liquidity bubbles that are vulnerable to rapid price corrections as financial conditions tighten, causing losses to investors and increasing the risk of default on the Group’s exposure to these sectors.

 

Whilst the US Federal Reserve increased its policy interest rates in December 2015 and December 2016, the US Federal Reserve’s policy stance and the future trajectory of policy rates remain uncertain. It remains unclear whether other major central banks, including the Bank of England, will begin to raise their policy interest rates in the near term. Given the current disinflationary global environment and uncertain outlook for emerging market growth, it is possible that policy interest rate increases may not occur and some central banks, such as the European Central Bank (the “ECB”) and Bank of England, may seek to lower policy interest rates further.

 

Although uncertainty remains about the timing of any increases by central banks, it is possible that any increase in interest rates may lead to increasing levels of defaults by the Group’s customers. Monetary policy has been highly accommodative in recent years, further supported by the Bank of England and HM Treasury “Funding for Lending” scheme, the “Help to Buy” scheme (which closed at the end of 2016), the “Term Funding Scheme” and the purchase of corporate bonds in the UK, which have helped to support demand at a time of very pronounced fiscal tightening and balance sheet repair. Such a long period of stimulus has increased uncertainty over the impact of its reduction, including the possibility of a withdrawal of such programmes which could lead to generally weaker than expected growth, or even contracting gross domestic product (GDP), reduced business and consumer confidence, higher levels of unemployment or underemployment, adverse changes to levels of inflation and falling property prices in the markets in which the Group operates, and consequently to an increase in delinquency rates and default rates among its customers. Similar risks result from the exceptionally low level 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 adverse impact on the credit quality of the Group’s customers and 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 condition or prospects.

206

RISK FACTORS

 

Accommodative credit conditions in some areas of the world since the global financial crisis have led to a further build-up of debt, with private sector corporate debt in emerging markets growing particularly quickly. Emerging market currency depreciation and rising US interest rates may result in increasing difficulties in servicing this increased debt, especially debt that is denominated in US dollars, possibly leading to debt defaults, which may negatively affect economic growth in emerging markets or globally.

 

The Group’s businesses are inherently subject to the risk of market fluctuations, which could have a material adverse effect on the results of operations, financial condition or prospects of the Group.

The Group’s businesses are inherently subject to risks in financial markets and in the wider economy, including changes in, and increased volatility of, interest rates, inflation rates, credit spreads, foreign exchange rates, commodity, equity, bond and property prices and the risk that its customers act in a manner which is inconsistent with the Group’s business, pricing and hedging assumptions. Movements in these markets will continue to have a significant impact on the Group in a number of key areas.

 

For example, adverse market movements have had and would have an adverse effect, which could be material, upon the financial condition of the defined benefit pension schemes of the Group. The schemes’ main exposures are to real rate risk and credit spread risk. These risks arise from two main sources: the “AA” corporate bond liability discount rate and asset holdings.

 

Banking and trading activities that are undertaken by the Group are also subject to market movements, including interest rate risk, foreign exchange risk, inflation risk and credit spread risk. For example, changes in interest rate levels, interbank margins over official rates, yield curves and spreads affect the interest rate margin realised between lending and borrowing costs. The potential for future volatility and margin changes remains. Competitive pressures on fixed rates or product terms in existing loans and deposits may restrict the Group in its ability to change interest rates applying to customers in response to changes in official and wholesale market rates. The Group will continue to face interest rate margin compression in the prolonged low (or negative) interest rate environment and the yield on its structural hedge will reduce as reinvestment is undertaken at lower rates.

 

The insurance business of the Group is exposed indirectly to equity and credit markets through the value of future management charges on policyholder funds. Credit spread risk within insurance primarily arises from bonds and loans used to back annuities. The performance of the investment markets will thus have a direct impact upon the profit from investment contracts and on the insurance value in force (VIF) and the Group’s operating results, financial condition or prospects.

 

Changes in foreign exchange rates, including with respect to the US dollar and the Euro, affect the Group’s financial position and/or forecasted earnings. Foreign exchange risk is actively managed by the Group within a low risk appetite, minimising the Group’s exposure to exchange rate fluctuations.

 

Market conditions have resulted, and are expected to result in the future, in material changes to the estimated fair values of financial assets of the Group. Negative fair value adjustments have had, and may continue to have in the future, an adverse effect on the Group’s results of operations, financial condition or prospects.

The Group has exposures to securities, derivatives and other investments, including asset-backed securities, structured investments and private equity investments that are recorded by the Group at fair value. These have been and may be subject to further negative fair value adjustments, particularly in view of the volatile global markets and challenging economic environment. Although credit value adjustments, debit value adjustments and funding value adjustments are actively managed within the Group, in stressed market conditions adverse movements in these could result in a material charge to the Group’s profit and loss account.

 

In volatile markets, hedging and other risk management strategies (including collateralisation and the purchase of credit default swaps) may not be as effective as they are in normal market conditions, due in part to the decreasing credit quality of hedge counterparties, and general illiquidity in the markets within which transactions are executed. Asset valuations in future periods, reflecting prevailing market conditions, may result in further negative changes in the fair values of the Group’s financial assets and these may also translate into increased impairment charges.

 

In circumstances where fair values are determined using financial valuation models, the Group’s valuation methodologies may require it to make assumptions, judgements and estimates in order to establish fair value. These valuation models are complex and the assumptions used are difficult to make and are inherently uncertain. This is particularly relevant in light of uncertainty as to the strength of the global economic recovery and continuing downside risks and may be amplified during periods of market volatility and illiquidity. Any consequential impairments, write-downs or adjustments could have a material adverse effect on the Group’s operating results, capital ratios, financial condition or prospects.

 

The value ultimately realised by the Group for its securities and other investments may be lower than their current fair value. Any of these factors could require the Group to record further negative fair value adjustments, which may have a material adverse effect on its operating results, financial condition or prospects. Material losses from the fair value of financial assets will also have an adverse impact on the Group’s capital ratios.

 

The Group’s businesses are conducted in competitive environments, with increased competition scrutiny, and the Group’s financial performance depends upon management’s ability to respond effectively to competitive pressures.

The markets for UK financial services, and the other markets within which the Group operates, are competitive, and management expects such competition to continue or intensify in response to competitor behaviour, new entrants to the market (including a number of new retail banks as well as non-traditional financial services providers), consumer demand, technological changes such as the growth of digital banking, and the impact of regulatory actions and other factors. The Group’s financial performance and its ability to maintain existing or capture additional market share depends significantly upon the competitive environment and management’s response thereto.

 

Notwithstanding this increase in competition described above, intervention by the UK Government competition authorities and/or European regulatory bodies and/or governments of other countries in which the Group operates, including in response to any perceived lack of competition within these markets by such regulatory authorities, may significantly impact the competitive position of the Group relative to its international competitors, which may be subject to different forms of government intervention, thus potentially putting the Group at a competitive disadvantage.

207

RISK FACTORS

 

The Competition and Markets Authority (the “CMA”) launched a full market investigation into competition in the SME banking and personal current account (PCA) markets in November 2014 and published its final report on 9 August 2016. The key final remedies include: the introduction of “Open Banking”, the publication of service quality information and customer information prompts. Recommendations were also made regarding improvements to current account switching, monthly maximum charges for PCA overdraft users, overdraft notifications and additional measures to assist small business in comparing the different products available. Recent political debate on the reform of the UK banking markets, other current or potential competition reviews, the payment systems regulator and the FCA statutory objective to promote competition, along with concurrent competition powers, may lead to proposals or initiatives to reduce regulators’ competition concerns, and for greater UK Government and regulatory scrutiny in the future that may impact the Group further. Additionally, the Group may be affected by changes in regulatory oversight following the pension review recommended by the Department for Work and Pensions. For more information on the Group’s regulatory environment, see “—Regulation—Other Bodies Impacting the Regulatory Regime”.

 

The internet and mobile technologies are changing customer behaviour and the competitive environment. There has been a steep rise in customer use of mobile banking over the last four years. The Group faces competition from established providers of financial services as well as from banking business developed by non-financial companies, including technology companies with strong brand recognition.

 

As a result of any restructuring or evolution in the market, there may emerge one or more new viable competitors in the UK banking market or a material strengthening of one or more of the Group’s existing competitors in that market. Any of these factors or a combination thereof could result in a significant reduction in the profit of the Group.

 

OPERATIONAL RISKS

 

The Group could fail to attract or retain senior management or other key employees.

The Group’s success depends on its ability to attract, retain and develop high calibre talent. The Group’s achievement of this aim may be impacted by the introduction of the SMCR, which came into force on 7 March 2016. The SMCR includes a criminal offence of reckless misconduct, a statutory “duty of responsibility” to take reasonable steps to prevent regulatory breaches occurring or continuing in the area of the firm for which they have responsibility and increasing use of senior management attestations. In addition, the proposed limits on variable pay and “clawback” requirements which were introduced pursuant to CRD IV in the UK may put the Group at a competitive disadvantage compared to companies who are not subject to such restrictions. In addition, macro-economic conditions and negative media attention on the financial services industry may adversely impact employee retention, colleague sentiment and engagement.

 

In addition, the uncertainty resulting from the UK’s exit from the EU, following the referendum decision, on foreign nationals’ long-term residency permissions in the UK may make it challenging for the Group to retain and recruit adequate staff.

 

Failure to attract and retain senior management and key employees could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

 

Operational risks such as weaknesses or failures in the Group’s processes, systems and security and risks due to reliance on third party services and products could materially adversely affect the Group’s operations, results of operations, financial condition or prospects, and could result in the reputational damage of the Group.

Operational risks, through inadequate or failed processes, systems (including financial reporting and risk monitoring processes) or security, or from people-related or external events, including the risk of fraud and other criminal acts carried out against the Group, are present in the Group’s businesses. The Group’s businesses are dependent on processing and reporting accurately and efficiently a high volume of complex transactions across numerous and diverse products and services, in different currencies and subject to a number of different legal and regulatory regimes. Any weakness or errors in these processes, systems or security could have an adverse effect on the Group’s results, reporting of such results, and on the ability to deliver appropriate customer outcomes during the affected period which may lead to an increase in complaints and damage to the reputation of the Group.

 

Specifically, failure to develop, deliver or maintain effective IT solutions in line with the Group’s operating environment could have a material adverse impact on customer service and business operations. Any prolonged loss of service availability could damage the Group’s ability to service its customers, could result in compensation costs and could cause long-term damage to the Group’s business and brand. Furthermore, failure to protect the Group’s operations from increasingly sophisticated cyber-attacks could result in the loss and/or corruption of customer data or other sensitive information. The resilience of the Group’s IT infrastructure is of paramount importance to the Group; accordingly, significant investment has been, and will continue to be, made in IT infrastructure and supporting capabilities to ensure its resilience and subsequently the delivery of services to customers. The Group continues to invest in IT and information security control environments, including activity on user access management and records management to address evolving threats. The Group maintains contingency plans for a range of Group specific and industry wide IT and breach of security scenarios.

 

The Group adopts a risk based approach to mitigate the internal and external fraud risks it faces, reflecting the current and emerging fraud risks within the market. This approach drives a continual programme of prioritised enhancements to the Group’s technology, process and people related controls, with an emphasis on preventative controls supported by real time detective controls wherever feasible. Group-wide policies and operational control frameworks are maintained and designed to provide customer confidence, protect the Group’s commercial interests and reputation, comply with legal requirements and meet regulatory expectations. The Group’s fraud awareness programme remains a key component of its fraud control environment. Although the Group devotes significant resources to maintain and regularly update the processes and systems that are designed to protect the security of the Group’s systems, software, networks and other technology assets, there is no assurance that all of the Group’s security measures will provide absolute security. Any damage to the Group’s reputation (including to customer confidence) arising from actual or perceived inadequacies, weaknesses or failures in Group systems, processes or security could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

 

Third parties upon which the Group relies for important products and services could also be sources of operational risk, specifically with regard to security breaches affecting such parties. Many of the operational risks described above also apply when the Group relies on outside suppliers or vendors to provide key components of its business infrastructure. The Group may be required to take steps to protect the integrity of its operational systems, thereby increasing its operational costs. Additionally, any problems caused by these third parties, including as a result of their not providing the Group their services for any reason, their performing their services poorly, or employee misconduct, could adversely affect the Group’s ability to deliver products and services to customers and otherwise to conduct business. Replacing these third party vendors could also entail significant delays and expense.

208

RISK FACTORS

 

Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that either the Company or any relevant company within the Group will be unable to comply with its obligations as a company with securities admitted to the Official List or as a supervised firm regulated by the FCA and/or the PRA.

 

The Group’s business is subject to risks related to cybercrime.

The Group relies on the effectiveness of its Group Information and Cyber Security Policies and associated procedures, infrastructure and capabilities to protect the confidentiality and integrity of information held on its IT infrastructure and the infrastructure of third parties on whom the Group relies. The Group also takes protective measures against attacks designed to impact the availability of critical business processes to its customers. Despite preventative measures, the Group’s IT infrastructure, and that of third parties on whom the Group relies, may be vulnerable to cyber-attacks, sabotage, unauthorised access, computer viruses, worms or other malicious code, and other events that have a security impact. Such an event may impact the confidentiality or integrity of the Group’s or its clients’, employees’ or counterparties’ information or the availability of services to customers. As a result, the Group could experience material financial loss, loss of competitive position, regulatory actions, breach of client contracts, reputational harm or legal liability, which, in turn, could cause a decline in the Group’s earnings. The Group may be required to spend additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and it may be subject to litigation and financial losses that are either not insured against fully or not fully covered through any insurance that it maintains. Any failure in the Group’s cyber security policies, procedures or capabilities, or cyber-related crime, could lead to the Group suffering reputational damage, a loss of clients and could have a material adverse effect on the Group’s results of operations, financial condition or prospects. The Group is committed to continued participation in industry-wide activity relating to cyber risk. This includes working with relevant regulatory and government departments to evaluate the approach the Group is taking to mitigate this risk.

 

Terrorist acts, other acts of war, geopolitical events, pandemics or other such events could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

Terrorist acts, other acts of war or hostility, geopolitical events, pandemics or other such events and responses to those acts/events may create economic and political uncertainties, which could have a material adverse effect on UK and international macro-economic conditions generally, and more specifically on the Group’s results of operations, financial condition or prospects in ways that cannot necessarily be predicted.

 

TSB servicing requirements may adversely impact the Group.

As part of the divestment of TSB, the Group provides certain services to TSB which may result in reputational and financial exposure for the Group. For example, TSB relies on the Group for the provision of its IT systems and supporting infrastructure. The risks associated with provision of services to TSB include managing conflict of interests, the confidentiality of data, and competition risks as a part of providing services to a competitor bank. The Group’s service provision obligations, and the associated risks, are expected to cease as TSB transitions services to Banco de Sabadell, S.A.

 

The Group must comply with anti-money laundering, counter terrorist financing, anti-bribery and sanctions regulations, and a failure to prevent or detect any illegal or improper activities fully or on a timely basis could negatively impact customers and expose the Group to liability.

The Group is required to comply with applicable anti-money laundering, anti-terrorism, sanctions, anti-bribery and other laws and regulations in the jurisdictions in which it operates. These laws and regulations require the Group, amongst other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicions of money laundering and terrorist financing, and in some countries specific transactions to the applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel, and have become the subject of enhanced government and regulatory supervision.

 

The Group has adopted policies and enhanced its procedures aimed at detecting and preventing the use of its banking network and services for money laundering, financing terrorism, and related activities, applying systems and controls on a risk-based approach throughout its businesses and operations. These controls, however, may not completely eliminate instances where third parties seek to use the Group’s products and services to engage in illegal or improper activities. In addition, while the Group reviews its relevant counterparties’ internal policies and procedures with respect to such matters, the Group, to a large degree, relies upon its relevant counterparties to maintain and properly apply their own appropriate anti-money laundering procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using the Group (and its relevant counterparties) as a conduit for money laundering and terrorist financing (including illegal cash operations) without the Group’s (and its relevant counterparties’) knowledge. If the Group is associated with, or even accused of being associated with, or becomes a party to, money laundering or terrorist financing, the Group’s reputation could suffer and/or it could become subject to fines, sanctions and/or legal enforcement (including being added to any “black lists” that would prohibit certain parties from engaging in transactions with the Group), any one of which could have a material adverse effect on the Group’s operating results, financial condition and prospects.

 

To the extent that the Group fails to comply fully with applicable laws and regulations, the relevant government and regulatory agencies to which it reports have the power and authority to impose fines and other penalties on the Group, including the revocation of licences. In addition, the Group’s business and reputation could suffer if customers use its banking network for money laundering, financing terrorism, or other illegal or improper purposes.

 

The Group may fail to execute its ongoing strategic change initiatives, and the expected benefits of such initiatives may not be achieved at the time or to the extent expected, or at all.

The Group has a number of strategic initiatives which it pursues on an ongoing basis. For example, the Group has programmes for reducing costs, improving efficiency and financial performance, and enhancing the overall customer experience by simplifying and reshaping the Group’s businesses. As the Group continues to deliver this strategy there is considerable focus on digitisation and ensuring the Group meets customer demands through digital and mobile platforms. This approach will support the Group in achieving its cost targets.

 

The successful completion of these programmes and the Group’s other strategic initiatives requires ongoing subjective and complex judgements, including forecasts of economic conditions in various parts of the world, and can be subject to significant execution risks. For example, the Group’s ability to execute its strategic initiatives successfully may be adversely impacted by a significant global macroeconomic downturn, legacy issues, limitations in the Group’s management or operational capacity or significant and unexpected regulatory change in countries in which the Group operates.

 

Failure to execute the Group’s strategic initiatives successfully could have an adverse effect on the Group’s ability to achieve the stated targets and other expected benefits of these initiatives, and there is also a risk that the costs associated with implementing such initiatives may be higher than the financial benefits expected to be achieved, which could materially adversely impact the Group’s results of operations, financial condition or prospects.

209

RISK FACTORS

 

The Group may be unable to fully capture the expected value from acquisitions, which could materially and adversely affect the Group’s results of operations, financial conditions or prospects.

The Group may from time to time undertake acquisitions as part of its growth strategy, which could subject the Group to a number of risks, such as: (i) the rationale and assumptions underlying the business plans supporting the valuation of a target business may prove inaccurate, in particular with respect to synergies and expected commercial demand, (ii) the Group may fail to successfully integrate any acquired business, including its technologies, products and personnel, (iii) the Group may fail to retain key employees, customers and suppliers of any acquired business, (iv) the Group may be required or wish to terminate pre-existing contractual relationships, which could prove costly and/or be executed at unfavourable terms and conditions, (v) the Group may fail to discover certain contingent or undisclosed liabilities in businesses that it acquires, or its due diligence to discover any such liabilities may be inadequate and (vi) it may be necessary to obtain regulatory and other approvals in connection with certain acquisitions and there can be no assurance that such approvals will be obtained and even if granted, that there will be no burdensome conditions attached to such approvals, all of which could materially and adversely affect the Group’s results of operations, financial conditions or prospects.

 

The Group could be exposed to industrial action and increased labour costs resulting from a lack of agreement with trade unions.

Within the Group, there are currently two recognised unions for the purposes of collective bargaining. Combined, these collective bargaining arrangements apply to around 95 per cent. of the Group’s total workforce.

 

Where the Group or its employees or their unions seek to change any of their contractual terms, a consultation and negotiation process is undertaken. Such a process could potentially lead to increased labour costs or, in the event that any such negotiations were to be unsuccessful and result in formal industrial action, the Group could experience a work stoppage that could materially adversely impact its business, financial condition and results of operations.

 

FINANCIAL SOUNDNESS RELATED RISKS

 

The Group’s businesses are subject to inherent risks concerning liquidity and funding, particularly if the availability of traditional sources of funding such as retail deposits or the access to wholesale funding markets becomes more limited.

Liquidity and funding continues to remain a key area of focus for the Group and the industry as a whole. Like all major banks, the Group is dependent on confidence in the short and long-term wholesale funding markets. Should the Group be unable to continue to source sustainable funding, its ability to fund its financial obligations could be impacted.

 

The Group’s profitability or solvency could be adversely affected if access to liquidity and funding is constrained or made more expensive for a prolonged period of time. Under extreme and unforeseen circumstances, such as the closure of financial markets and uncertainty as to the ability of a significant number of firms to ensure they can meet their liabilities as they fall due, the Group’s ability to meet its financial obligations as they fall due or to fulfil its commitments to lend could be impacted through limited access to liquidity (including government and central bank facilities). In such extreme circumstances, the Group may not be in a position to continue to operate without additional funding support, which it may be unable to access. These factors may have a material adverse effect on the Group’s solvency, including its ability to meet its regulatory minimum liquidity requirements. These risks can be exacerbated by operational factors such as an over-reliance on a particular source of funding or changes in credit ratings, as well as market-wide phenomena such as market dislocation, regulatory change or major disasters.

 

In addition, corporate and institutional counterparties may seek to reduce aggregate credit exposures to the Group (or to all banks) which could increase the Group’s cost of funding and limit its access to liquidity. The funding structure employed by the Group may also prove to be inefficient, thus giving rise to a level of funding cost where the cumulative costs are not sustainable over the longer term. The funding needs of the Group may increase and such increases may be material to the Group’s operating results, financial condition or prospects. The Group relies on customer savings and transmission balances, as well as ongoing access to the global wholesale funding markets to meet its funding needs. The ability of the Group to gain access to wholesale and retail funding sources on satisfactory economic terms is subject to a number of factors outside its control, such as liquidity constraints, general market conditions, regulatory requirements, the encouraged or mandated repatriation of deposits by foreign wholesale or central bank depositors and the level of confidence in the UK banking system, any of which could have a material adverse effect on the Group’s profitability or, in the longer term and under extreme circumstances, its ability to meet its financial obligations as they fall due.

 

Medium-term growth in the Group’s lending activities will rely, in part, on the availability of retail deposit funding on appropriate terms, for which there is increasing competition. For more information, see “—Business and economic risks — The Group’s businesses are conducted in competitive environments, with increased competition scrutiny, and the Group’s financial performance depends upon management’s ability to respond effectively to competitive pressures” above. The ongoing availability of retail deposit funding on appropriate terms is dependent on a variety of factors outside the Group’s control, such as general macro-economic conditions and market volatility, the confidence of retail depositors in the economy, the financial services industry and the Group, as well as the availability and extent of deposit guarantees. Increases in the cost of retail deposit funding will impact on the Group’s margins and affect profit, and a lack of availability of retail deposit funding could have a material adverse effect on the Group’s future growth.

 

Any loss in consumer confidence in the Group could significantly increase the amount of retail deposit withdrawals in a short period of time. Should the Group experience an unusually high and unforeseen level of withdrawals, in such extreme circumstances the Group may not be in a position to continue to operate without additional funding support, which it may be unable to access, which could have a material adverse effect on the Group’s solvency.

 

If the wholesale funding markets were to suffer stress or central bank provision of liquidity to the financial markets is abruptly curtailed, or the Group’s credit ratings are downgraded, it is likely that wholesale funding will prove more difficult to obtain. Such increased refinancing risk, in isolation or in concert with the related liquidity risks noted above, could have a material adverse effect on the Group’s profitability and, in the longer term under extreme and unforeseen circumstances, its ability to meet its financial obligations as they fall due.

210

RISK FACTORS

 

The Group’s borrowing costs and access to the capital markets is dependent on a number of factors, including any reduction in the Group’s longer-term credit rating, and increased costs or reduction in access could materially adversely affect the Group’s results of operations, financial condition or prospects.

A reduction in the credit rating of the Group or deterioration in the capital markets’ perception of the Group’s financial resilience could significantly increase its borrowing costs and limit its issuance capacity in the capital markets. As an indicator, during 2016, the spread between an index of “A” rated long-term senior unsecured bank debt and an index of similar “BBB” rated bank debt, both of which are publicly available, has averaged 43 basis points. The applicability to and implications for the Group’s funding cost would depend on the type of issuance and prevailing market conditions. The impact on the Group’s funding cost is subject to a number of assumptions and uncertainties and is therefore impossible to quantify precisely.

 

For the Company’s and its subsidiaries’ current ratings, see the section titled “Operating and Financial Review—Funding and Liquidity Risk—Funding and Liquidity Management in 2016”.

 

Rating agencies regularly evaluate the Group and the Company, and their ratings of longer-term debt are based on a number of factors, including the Group’s financial strength as well as factors not entirely within the Group’s control, including conditions affecting the financial services industry generally. In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the Group or the Company will maintain their current ratings. Downgrades of the Group’s longer-term credit rating could lead to additional collateral posting and cash outflow. The effects of a potential downgrade from all three rating agencies are included in the Group liquidity stress testing. As at 31 December 2016, a hypothetical instantaneous two notch downgrade of the Group’s current long-term credit rating and accompanying short-term downgrade implemented simultaneously by all major rating agencies could result in a contractual outflow of £3.1 billion of cash over a period of up to one year, £1.8 billion of collateral posting related to customer financial contracts and £9.0 billion of collateral posting associated with secured funding, calculated on an unaudited basis.

 

The regulatory environment in which the Group operates continues to change. Whilst uncertain at present, the Group’s borrowing costs and access to capital markets could be affected by the outcome of certain regulatory developments. For further detail on the potential impact of these regulatory developments on the Group’s business, see “—Regulatory and legal risks — The Group faces risks associated with an uncertain and rapidly evolving international prudential legal and regulatory environment”.

 

The Group is subject to the risk of having insufficient capital resources.

If the Group has or is perceived to have a shortage of capital then it may be subject to regulatory interventions and sanctions and may suffer a loss of confidence in the market with the result that access to liquidity and funding may become constrained or more expensive. Depending on the extent of any actions to improve the capital position there could be a material adverse effect on the Group’s business, including its operating results, financial condition and prospects. This, in turn, may affect the Group’s capacity to continue its business operations, pay future dividends and make other distributions or pursue acquisitions or other strategic opportunities, impacting future growth potential. If, in response to such shortage, the Group raises additional capital through the issuance of share capital or capital instruments, existing shareholders or holders of debt of a capital nature may experience a dilution of their holdings. If a capital or debt instrument is converted to share capital as a result of a trigger within the contractual terms of the instrument or through the exercise of statutory powers then, depending upon the terms of the conversion, existing shareholders may experience a dilution of their holdings. Separately, the Group may address a shortage of capital by taking action to reduce leverage and/or risk-weighted assets or by business disposals. Such actions may impact the underlying profitability of the Group.

 

A shortage of capital could arise from:

 

• a depletion of the Group’s capital resources through increased costs or liabilities and reduced asset values which could arise as a result of the crystallisation of credit-related risks, regulatory and legal risks, business and economic risks, operational risks, financial soundness-related risks, government related risks and other risks described herein; and/or
   
• an increase in the amount of capital that is needed to be held. This might be driven by a change to the actual level of risk faced by the Group or to changes in the minimum levels required by legislation or by the regulatory authorities, or it may be driven by an increase to the Group’s view of the management buffer it should hold taking account of, for example, the capital levels or capital targets of the Group’s peer banks or through the changing views of rating agencies.

 

Risks associated with the regulatory framework are described below:

 

Within the prevailing UK regulatory capital framework, the Group is subject to extensive regulatory supervision in relation to the levels of capital in its business. New or revised minimum and buffer capital requirements (including systemic and/or countercyclical capital requirements) could be applied and/or the manner in which existing regulatory requirements are applied to the Group could be changed by the regulatory authorities. For example:

 

• Some of the Group’s risk-weighted assets are calculated from the Group’s approved models. These are subject to regular review on a rolling basis to ensure that they remain appropriate in prevailing economic and business conditions. In addition, ongoing consultations by the Basel Committee, the EBA and the PRA in relation to changes in how firms model probability of default and Loss Given Default within capital models, including the introduction of parameter floors, may result in changes to the Group’s approved models. These reviews and model implementation may lead to increased levels of risk-weighted assets and/or expected loss, and so to lower reported capital ratios.
   
• The minimum capital requirements derived from risk-weighted assets are supplemented by the PRA, under Pillar 2 of the regulatory capital framework, through bank specific additional minimum requirements (informed by the PRA’s Internal Capital Adequacy Assessment Process (ICAAP) and set through the PRA’s Individual Capital Guidance) and through buffer requirements (informed by the outcome of PRA stress testing and which may include an additional buffer to cover the risk posed by any weaknesses in risk management and governance). There is a risk that through these Pillar 2 processes the PRA may require the Group to hold more capital than is currently planned.

 

In addition, the regulatory framework continues to evolve, which may impact the Group’s capital position, for further detail see “—Regulatory and legal risks - The Group faces risks associated with an uncertain and rapidly evolving international prudential legal and regulatory environment” above.

211

RISK FACTORS

 

The Group has been and could continue to be negatively affected by the soundness and/or the perceived soundness of other financial institutions, which could result in significant systemic liquidity problems, losses or defaults by other financial institutions and counterparties, and which could materially adversely affect the Group’s results of operations, financial condition or prospects.

The Group is subject to the risk of deterioration of the commercial soundness and/or perceived soundness of other financial services institutions within and outside the UK. Financial services institutions that deal with each other are interrelated as a result of trading, investment, clearing, counterparty and other relationships. This presents systemic risk and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Group interacts on a daily basis, all of which could have a material adverse effect on the Group’s ability to raise new funding.

 

The Group routinely executes a high volume of transactions with counterparties in the financial services industry, resulting in a significant credit concentration. A default by, or even concerns about the financial resilience of, one or more financial services institutions could lead to further significant systemic liquidity problems, or losses or defaults by other financial institutions, which could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

 

The Group’s insurance business and defined benefit pension schemes are subject to insurance risks which could adversely affect the Group’s results of operations, financial condition or prospects.

The insurance business of the Group is exposed to short-term and longer-term variability arising from uncertain longevity due to annuity portfolios. The Group’s defined benefit pension schemes are also exposed to longevity risk. Increases in life expectancy (longevity) beyond current allowances will increase the cost of annuities and pension scheme benefits and may adversely affect the Group’s financial condition and results of operations.

 

Customer behaviour in the insurance business may result in increased cancellations or ceasing of contributions at a rate in excess of business assumptions. Consequent reduction in policy persistency and fee income would have an adverse impact upon the profitability of the insurance business of the Group.

 

The insurance business of the Group is also exposed to the risk of uncertain insurance claim rates. For example, extreme weather conditions can result in high property damage claims and higher levels of theft can increase claims on home insurance. These claims rates may differ from business assumptions and negative developments may adversely affect the Group’s financial condition and results of operations.

 

To a lesser extent the insurance business is exposed to mortality, morbidity and expense risk. Adverse developments in any of these factors may adversely affect the Group’s financial condition and results of operations.

 

UK banks can recognise an insurance asset in their balance sheets representing the VIF of the business in respect of long-term life assurance contracts, being insurance contracts and investment contracts with discretionary participation features. This asset represents the present value of future profits expected to arise from the portfolio of in-force life assurance contracts. Adoption of this accounting treatment results in the earlier recognition of profit on new business, but subsequently a lower contribution from existing business, when compared to the recognition of profits on investment contracts under IAS 39 (Financial Instruments: “Recognition and Measurement”). Differences between actual and expected experience may have a significant impact on the value of the VIF asset, as changes in experience can result in significant changes to modelled future cash flows. The VIF asset is calculated based on best-estimate assumptions made by management, including mortality experience and persistency. If these assumptions prove incorrect, the VIF asset could be materially reduced, which in turn could have a material adverse effect on the Group’s results of operations, financial condition or prospects.

 

GOVERNMENT RELATED RISKS

 

Until it ceases to be a shareholder, the Solicitor for the Affairs of HM Treasury might seek to exert influence over the Group and its business through its shareholding in, and other relationships with, the Company.

At Friday 24 February, HM Treasury held approximately 3.89 per cent. of the Company’s ordinary share capital. The relationship falls within the scope of the revised framework document between HM Treasury and UKFI published on 1 October 2010, which states that UKFI will manage the investments in the UK financial institutions in which HM Treasury holds an interest “on a commercial basis and will not intervene in day-to-day management decisions of the Investee Companies (as defined therein) (including with respect to individual lending or remuneration decisions)”. The framework document also makes it clear that such UK financial institutions will continue to be separate economic units with independent powers of decision. Although HM Treasury’s shareholding level has decreased significantly over time and is expected to continue to decrease, the revised framework document remains in place and will continue to do so until HM Treasury ceases to be a shareholder of the Company. Until such time, there is a risk that, through its relationship with, and shareholding in, the Company, HM Treasury and the UK Government may attempt to influence the Group in ways that could affect the Group’s business.

 

HM Treasury also has interests in other UK financial institutions, as well as an interest in the general health of the UK banking industry and the wider UK economy. The pursuit of those interests may not always be aligned with the commercial interests of the Group.

 

For more information, see “—Regulatory and legal risks — The Group and its businesses are subject to substantial regulation and oversight. Adverse legal or regulatory developments could have a significant material adverse effect on the Group’s results, operations, financial condition or prospects.” above.

212

RISK FACTORS

 

OTHER RISKS

 

The Group’s financial statements are based, in part, on assumptions and estimates.

The preparation of the Group’s 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, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to the Group’s results and financial position, based upon materiality and significant judgements and estimates, which include impairment losses on loans and receivables, valuation of financial instruments, pensions, insurance and taxation as set out in the Company’s Annual Report 2016 filed with the SEC on Form 20-F in “Note 3 to the consolidated financial statements—Critical accounting estimates and judgements”.

 

The consolidated financial statements are prepared using judgements, estimates and assumptions based on information available at the reporting date. If one or more of these judgements, estimates and assumptions is subsequently revised as a result of new factors or circumstances emerging, there could be a material adverse effect on the Group’s results of operations, financial condition or prospects and a corresponding impact on its funding requirements and capital ratios.

 

In July 2014, the International Accounting Standards Board (the “IASB”) published a new accounting standard for financial instruments (IFRS 9) that will introduce a new model for recognising and measuring impairment based on expected credit losses, rather than an incurred loss model currently applied under IAS 39 (Financial Instruments: “Recognition and Measurement”), resulting in earlier recognition of credit losses. The changes are likely to result in an increase in the Group’s balance sheet provisions for credit losses and may therefore negatively impact the Group’s regulatory capital position. The extent of any increase in provisions will depend on, among other things, the composition of the Group’s lending portfolios and forecast economic conditions at the date of implementation. The new standard will be effective for annual periods beginning on or after 1 January 2018. The Basel Committee is consulting on arrangements to transition in the impact of IFRS 9 from a regulatory capital basis under the CRD V proposals, however, these are not expected to come into force until 2019 at the earliest (see “—Regulatory and legal risks– The Group faces risks associated with an uncertain and rapidly evolving international prudential, legal and regulatory environment – Evolving European and Global Prudential and Regulatory Changes”).

 

The IASB has issued IFRS 16 to replace IAS 17 (Leases) which is effective for annual periods beginning on or after 1 January 2019. IFRS 16 requires lessees to recognise a right of use asset and a liability for future payments arising from a lease contract. This change will mainly impact the accounting for the properties that the Group currently accounts for as operating leases. Lessor accounting requirements remain aligned to the current approach under IAS 17. The capital treatment of the new assets and liabilities recognised under IFRS 16 is unclear.

 

In addition, an amendment to accounting standard IFRIC 14 (The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction) is expected to be issued in 2017. This could add an additional minimum liability to the Group’s financial statements in respect of one of the Group’s defined benefit pension schemes.

 

The Company is dependent on the receipt of dividends from its subsidiaries to meet its obligations, including its payment obligations with respect to its debt securities.

The Company is a non-operating holding company. The principal sources of the Company’s income are, and are expected to continue to be, distributions from operating subsidiaries which also hold the principal assets of the Group. As a separate legal entity, the Company relies on such distributions in order to be able to meet its obligations (including its payment obligations with respect to its debt securities), and to create distributable reserves for payment of dividends to ordinary shareholders.

 

The ability of the Company’s subsidiaries (including subsidiaries incorporated outside the UK) to pay dividends and the Company’s ability to receive distributions from its investments in other entities will also be subject not only to their financial performance but also to applicable local laws and other restrictions. These restrictions could include, among others, any regulatory requirements, leverage requirements, any statutory reserve requirements and any applicable tax laws. There may also be restrictions as a result of current or forthcoming local ring-fencing requirements, including those relating to the payment of dividends and the maintenance of sufficient regulatory capital on a sub-consolidated basis at the level of the RFB. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries and any other entities in which it holds an investment from time to time, which could restrict the Company’s ability to meet its obligations and/or to pay dividends.

 

The Company may not pay a dividend on its ordinary shares in any given financial/calendar year.

The determination of the Board of Directors of the Company (the “Board”) in any given year of whether the Company can or should pay a dividend on its ordinary shares, or the amount of such dividend, is subject to a number of factors. These include, among other things, the amount of capital the Group has generated over the year, the amount of regulatory capital it is required to retain by the PRA and other regulatory authorities, and the level of investment the Board determines is in the best interests of the Group to responsibly foster the growth of the business.

 

The Company’s ability to pay dividends may be adversely affected by the performance of the Group’s business in general, factors affecting its financial position (including capital, funding, liquidity and leverage), the economic environment in which the Group operates, the contractual terms of certain of the Group’s regulatory capital securities and other factors outside of the Group’s control, which could arise as a result of the crystallisation of credit-related risks, regulatory and legal risks, business and economic risks, operational risks, financial soundness-related risks, government related risks and other risks described herein, many of which may impact the amount of capital that is generated over the course of the year.

213

RISK FACTORS

 

As the parent company of a banking group, the Company’s ability to pay dividends in the future is also dependent on the maintenance of an adequate level of regulatory capital. The Company’s ability to pay dividends may be affected by minimum regulatory requirements imposed by the PRA under the CRD IV requirements as implemented in the UK. The Company is also required by the PRA to maintain a number of regulatory capital buffers which may adversely impact the Company’s ability to distribute its reserves. The level at which these buffers may be set is determined by the CRD IV rules and the requirements of the PRA buffer. Often, the PRA notifies the Company of minimum regulatory capital requirements applicable to the Group for the coming year only a short time ahead of the Company’s dividend declaration for the prior year. This means that neither the Board nor the Company’s investors may be able to accurately predict the Company’s ability to pay dividends. For further detail on the potential impact of these requirements on the Company’s ability to pay dividends on its ordinary shares, see “—Regulatory and Legal Risks—The Group faces risks associated with an uncertain and rapidly evolving international prudential, legal and regulatory environment” and “—Financial soundness-related Risks—The Group is subject to the risk of having insufficient capital resources”.

 

In addition, the Board must determine in any given year the optimum level of investment to responsibly foster growth and to fund investment initiatives in the business, including organic growth or growth through acquisitions as part of its growth strategy, as well as the appropriate level of retained earnings for the Company as a prudential matter to meet evolving regulatory requirements and to cover uncertainties. These determinations will change year on year based on factors such as the economic cycle and macro-economic outlook, uncertainty in the regulatory and prudential environment, and relevant opportunities available to the Group at any given point in time. The Board’s decisions in relation to these matters will have an impact on the ability of the Company to pay a dividend on its ordinary shares in any given year.

 

Volatility in the price of the Company’s ordinary shares may affect the value of any investment in the Company.

The market price of the Company’s ordinary shares could be volatile and subject to significant fluctuations due to various factors, some of which may be unrelated to the Group’s operating performance or prospects. These include economic or political disruption in the main jurisdictions in which the Group operates, any regulatory changes affecting the Group’s operations, developments in the industry or its competitors, the operating and share price performance of other companies in the industries and markets in which the Group operates, the potential placing of large volumes of the Company’s ordinary shares in the market, or speculation about the Group’s business in the press, media or investment communities. Furthermore, the Group’s operating results and prospects from time to time may vary from the expectations of rating agencies, market analysts or investors. Any of these events could result in volatility in the market prices of the Company’s ordinary shares. In general, prospective investors should be aware that the value of an investment in the Company’s ordinary shares may go down as well as up.

 

Failure to manage the risks associated with changes in taxation rates or applicable tax laws, or misinterpretation of such tax laws, could materially adversely affect the Group’s results of operations, financial condition or prospects.

Tax risk is the risk associated with changes in taxation rates, applicable tax laws, misinterpretation of such tax laws, disputes with relevant tax authorities in relation to historic transactions or conducting a challenge to a relevant tax authority. Failure to manage this risk adequately could cause the Group to suffer losses due to additional tax charges and other financial costs including penalties. Such failure could lead to adverse publicity, reputational damage and potentially costs materially exceeding current provisions, in each case to an extent which could have an adverse effect on the Group’s results of operations, financial condition or prospects.

214

FORWARD LOOKING STATEMENTS

 

This document contains certain forward looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and section 27A of the US Securities Act of 1933, as amended, with respect to the business, strategy and plans of Lloyds Banking Group and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about Lloyds Banking Group’s or its directors’ and/or management’s beliefs and expectations, are forward looking statements. Words such as ‘believes’, ‘anticipates’, ‘estimates’, ‘expects’, ‘intends’, ‘aims’, ‘potential’, ‘will’, ‘would’, ‘could’, ‘considered’, ‘likely’, ‘estimate’ and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future.

 

Examples of such forward looking statements include, but are not limited to: projections or expectations of the Group’s future financial position including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (RWAs), expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the Group’s future financial performance; the level and extent of future impairments and write-downs; statements of plans, objectives or goals of Lloyds Banking Group or its management including in respect of statements about the future business and economic environments in the UK and elsewhere including, but not limited to, future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic developments; statements about competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.

 

Factors that could cause actual business, strategy, plans and/or results (including but not limited to the payment of dividends) to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements made by the Group or on its behalf include, but are not limited to: general economic and business conditions in the UK and internationally; market related trends and developments; fluctuations in interest rates (including low or negative rates), exchange rates, stock markets and currencies; the ability to access sufficient sources of capital, liquidity and funding when required; changes to the Group’s credit ratings; the ability to derive cost savings and other benefits including, but without limitation as a result of any acquisitions, disposals and other strategic transactions; changing customer behaviour including consumer spending, saving and borrowing habits; changes to borrower or counterparty credit quality; instability in the global financial markets, including Eurozone instability, the exit by the UK from the European Union (EU) and the potential for one or more other countries to exit the EU or the Eurozone and the impact of any sovereign credit rating downgrade or other sovereign financial issues; technological changes and risks to cyber security; natural, pandemic and other disasters, adverse weather and similar contingencies outside the Group’s control; inadequate or failed internal or external processes or systems; acts of war, other acts of hostility, terrorist acts and responses to those acts, geopolitical, pandemic or other such events; changes in laws, regulations, accounting standards or taxation, including as a result of the exit by the UK from the EU, or a further possible referendum on Scottish independence; changes to regulatory capital or liquidity requirements and similar contingencies outside the Group’s control; the policies, decisions and actions of governmental or regulatory authorities or courts in the UK, the EU, the United States or elsewhere including the implementation and interpretation of key legislation and regulation; the ability to attract and retain senior management and other employees; requirements or limitations on the Group as a result of HM Treasury’s investment in the Group; actions or omissions by the Group’s directors, management or employees including industrial action; changes to the Group’s post-retirement defined benefit scheme obligations; the extent of any future impairment charges or write-downs caused by, but not limited to, depressed asset valuations, market disruptions and illiquid markets; the value and effectiveness of any credit protection purchased by the Group; the inability to hedge certain risks economically; the adequacy of loss reserves; the actions of competitors, including non-bank financial services, lending companies and digital innovators and disruptive technologies; and exposure to regulatory or competition scrutiny, legal, regulatory or competition proceedings, investigations or complaints.

 

Lloyds Banking Group may also make or disclose written and/or oral forward looking statements in reports filed with or furnished to the US Securities and Exchange Commission, Lloyds Banking Group annual reviews, half-year announcements, proxy statements, offering circulars, prospectuses, press releases and other written materials and in oral statements made by the directors, officers or employees of Lloyds Banking Group to third parties, including financial analysts. Except as required by any applicable law or regulation, the forward looking statements contained in this document are made as of the date hereof, and Lloyds Banking Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in Lloyds Banking Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

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

215

LLOYDS BANKING GROUP STRUCTURE

 

The following is a list of the significant subsidiaries of Lloyds Banking Group plc at 31 December 2016.

 

Name of subsidiary undertaking   Country of
registration/
incorporation		   Percentage of equity share
capital and voting
rights held		   Nature of business   Registered office
Lloyds Bank plc   England   100%   Banking and financial services   25 Gresham Street London EC2V 7HN
Scottish Widows Limited   Scotland   100%*   Life assurance   25 Gresham Street
                London EC2V 7HN
HBOS plc   Scotland   100%*   Holding company   The Mound
                Edinburgh EH1 1YZ
Bank of Scotland plc   Scotland   100%*   Banking and financial services   The Mound
Edinburgh EH1 1YZ

 

* Indirect interest
216

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Report of the Independent Registered Public Accounting Firm   F-2
Consolidated income statement for the three years ended 31 December 2016, 31 December 2015 and 31 December 2014   F-3
Consolidated statement of comprehensive income for the three years ended 31 December 2016, 31 December 2015 and 31 December 2014   F-4
Consolidated balance sheet at 31 December 2016 and 31 December 2015   F-5
Consolidated statement of changes in equity for the three years ended 31 December 2016, 31 December 2015 and 31 December 2014   F-7
Consolidated cash flow statement for the three years ended 31 December 2016, 31 December 2015 and 31 December 2014   F-9
Notes to the consolidated financial statements   F-10
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

TO THE SHAREHOLDERS OF LLOYDS BANKING GROUP PLC

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements present fairly, in all material respects, the financial position of Lloyds Banking Group plc and its subsidiaries (the Company) at 31 December 2016 and 31 December 2015 and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2016, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Management Report on Internal Control over Financial Reporting appearing on page 175 of the 2016 Annual Report on Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ PricewaterhouseCoopers LLP
London, United Kingdom
10 March 2017

F-2

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December

 

      Note       2016
£ million		       2015
£ million		       2014
£ million		  
Interest and similar income             16,620       17,615       19,211  
Interest and similar expense             (7,346 )     (6,297 )     (8,551 )
Net interest income     5       9,274       11,318       10,660  
Fee and commission income             3,045       3,252       3,659  
Fee and commission expense             (1,356 )     (1,442 )     (1,402 )
Net fee and commission income     6       1,689       1,810       2,257  
Net trading income     7       18,545       3,714       10,159  
Insurance premium income     8       8,068       4,792       7,125  
Other operating income     9       2,035       1,516       (309 )
Other income             30,337       11,832       19,232  
Total income             39,611       23,150       29,892  
Insurance claims     10       (22,344 )     (5,729 )     (13,493 )
Total income, net of insurance claims             17,267       17,421       16,399  
Regulatory provisions             (2,374 )     (4,837 )     (3,125 )
Other operating expenses             (10,253 )     (10,550 )     (10,760 )
Total operating expenses     11       (12,627 )     (15,387 )     (13,885 )
Trading surplus             4,640       2,034       2,514  
Impairment     12       (752 )     (390 )     (752 )
Profit before tax             3,888       1,644       1,762  
Taxation     13       (1,724 )     (688 )     (263 )
Profit for the year             2,164       956       1,499  
                                 
Profit attributable to ordinary shareholders             1,651       466       1,125  
Profit attributable to other equity holders1             412       394       287  
Profit attributable to equity holders             2,063       860       1,412  
Profit attributable to non-controlling interests             101       96       87  
Profit for the year             2,164       956       1,499  
                                 
Basic earnings per share     14       2.4p     0.8p     1.7p  
Diluted earnings per share     14       2.4p     0.8p       1.6p

 

1 The profit after tax attributable to other equity holders of £412 million (2015: £394 million; 2014: £287 million) is partly offset in reserves by a tax credit attributable to ordinary shareholders of £91 million (2015: £80 million; 2014: £62 million).

 

The accompanying notes are an integral part of the consolidated financial statements.

F-3

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December

 

      2016
£ million		       2015
£ million		       2014
£ million		  
Profit for the year     2,164       956       1,499  
Other comprehensive income                        
Items that will not subsequently be reclassified to profit or loss:                        
Post-retirement defined benefit scheme remeasurements:                        
Remeasurements before taxation     (1,348 )     (274 )     674  
Taxation     320       59       (135 )
      (1,028 )     (215 )     539  
Items that may subsequently be reclassified to profit or loss:                        
Movements in revaluation reserve in respect of available-for-sale financial assets:                        
Adjustment on transfer from held-to-maturity portfolio     1,544       –       –  
Change in fair value     356       (318 )     690  
Income statement transfers in respect of disposals     (575 )     (51 )     (131 )
Income statement transfers in respect of impairment     173       4       2  
Taxation     (301 )     (6 )     (13 )
      1,197       (371 )     548  
Movement in cash flow hedging reserve:                        
Effective portion of changes in fair value taken to other comprehensive income     2,432       537       3,896  
Net income statement transfers     (557 )     (956 )     (1,153 )
Taxation     (466 )     7       (549 )
      1,409       (412 )     2,194  
Currency translation differences (tax: nil)     (4 )     (42 )     (3 )
Other comprehensive income for the year, net of tax     1,574       (1,040 )     3,278  
Total comprehensive income for the year     3,738       (84 )     4,777  
                         
Total comprehensive income attributable to ordinary shareholders     3,225       (574 )     4,403  
Total comprehensive income attributable to other equity holders     412       394       287  
Total comprehensive income attributable to equity holders     3,637       (180 )     4,690  
Total comprehensive income attributable to non-controlling interests     101       96       87  
Total comprehensive income for the year     3,738       (84 )     4,777  

 

The accompanying notes are an integral part of the consolidated financial statements.

F-4

CONSOLIDATED BALANCE SHEET

at 31 December

 

      Note       2016
£ million		       2015
£ million		  
Assets                        
Cash and balances at central banks             47,452       58,417  
Items in the course of collection from banks             706       697  
Trading and other financial assets at fair value through profit or loss     15       151,174       140,536  
Derivative financial instruments     16       36,138       29,467  
Loans and receivables:                        
Loans and advances to banks     17       26,902       25,117  
Loans and advances to customers     18       457,958       455,175  
Debt securities             3,397       4,191  
              488,257       484,483  
Available-for-sale financial assets     22       56,524       33,032  
Held-to-maturity investments             –       19,808  
Goodwill     23       2,016       2,016  
Value of in-force business     24       5,042       4,596  
Other intangible assets     25       1,681       1,838  
Property, plant and equipment     26       12,972       12,979  
Current tax recoverable             28       44  
Deferred tax assets     37       2,706       4,010  
Retirement benefit assets     36       342       901  
Other assets     27       12,755       13,864  
Total assets             817,793       806,688  

 

The accompanying notes are an integral part of the consolidated financial statements.

F-5

CONSOLIDATED BALANCE SHEET

 

Equity and liabilities     Note       2016
£ million		       2015
£ million		  
Liabilities                        
Deposits from banks     28       16,384       16,925  
Customer deposits     29       415,460       418,326  
Items in course of transmission to banks             548       717  
Trading and other financial liabilities at fair value through profit or loss     30       54,504       51,863  
Derivative financial instruments     16       34,924       26,301  
Notes in circulation             1,402       1,112  
Debt securities in issue     31       76,314       82,056  
Liabilities arising from insurance contracts and participating investment contracts     32       94,390       80,294  
Liabilities arising from non-participating investment contracts     34       20,112       22,777  
Other liabilities     35       29,193       29,661  
Retirement benefit obligations     36       822       365  
Current tax liabilities             226       279  
Deferred tax liabilities     37       –       33  
Other provisions     38       5,218       5,687  
Subordinated liabilities     39       19,831       23,312  
Total liabilities             769,328       759,708  
Equity                        
Share capital     40       7,146       7,146  
Share premium account     41       17,622       17,412  
Other reserves     42       14,652       12,260  
Retained profits     43       3,250       4,416  
Shareholders’ equity             42,670       41,234  
Other equity instruments     44       5,355       5,355  
Total equity excluding non-controlling interests             48,025       46,589  
Non-controlling interests             440       391  
Total equity             48,465       46,980  
Total equity and liabilities             817,793       806,688  

 

The accompanying notes are an integral part of the consolidated financial statements.

F-6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December

 

      Attributable to equity shareholders                          
      Share capital
and premium
£ million		       Other
reserves
£ million		       Retained
profits
£ million		       Total
£ million		       Other
equity
instruments £ million		       Non-
controlling
interests
£ million		       Total
£ million		  
Balance at 1 January 2016     24,558       12,260       4,416       41,234       5,355       391       46,980  
Comprehensive income                                                        
Profit for the year     –       –       2,063       2,063       –       101       2,164  
Other comprehensive income                                                        
Post-retirement defined benefit scheme remeasurements, net of tax     –       –       (1,028 )     (1,028 )     –       –       (1,028 )
Movements in revaluation reserve in respect of available-for-sale financial assets, net of tax     –       1,197       –       1,197       –       –       1,197  
Movements in cash flow hedging reserve, net of tax     –       1,409       –       1,409       –       –       1,409  
Currency translation differences (tax: £nil)     –       (4 )     –       (4 )     –       –       (4 )
Total other comprehensive income     –       2,602       (1,028 )     1,574       –       –       1,574  
Total comprehensive income     –       2,602       1,035       3,637       –       101       3,738  
Transactions with owners                                                        
Dividends     –       –       (2,014 )     (2,014 )     –       (29 )     (2,043 )
Distributions on other equity instruments, net of tax     –       –       (321 )     (321 )     –       –       (321 )
Redemption of preference shares     210       (210 )     –       –       –       –       –  
Movement in treasury shares     –       –       (175 )     (175 )     –       –       (175 )
Value of employee services:                                                        
Share option schemes     –       –       141       141       –       –       141  
Other employee award schemes     –       –       168       168       –       –       168  
Changes in non-controlling interests     –       –       –       –       –       (23 )     (23 )
Total transactions with owners     210       (210 )     (2,201 )     (2,201 )     –       (52 )     (2,253 )
Balance at 31 December 2016     24,768       14,652       3,250       42,670       5,355       440       48,465  

 

Further details of movements in the Group’s share capital, reserves and other equity instruments are provided in notes 40, 41, 42, 43 and 44.

 

The accompanying notes are an integral part of the consolidated financial statements.

F-7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

      Attributable to equity shareholders               Non-           
      Share capital
and premium
£ million		       Other
reserves
£ million		       Retained
profits
£ million		       Total
£ million		       Other equity
instruments
£ million		       controlling
interests
£ million		       Total
£ million		  
Balance at 1 January 2014     24,424       10,477       4,088       38,989       –       347       39,336  
Comprehensive income                                                        
Profit for the year     –       –       1,412       1,412       –       87       1,499  
Other comprehensive income                                                        
Post-retirement defined benefit scheme remeasurements, net of tax     –       –       539       539       –       –       539  
Movements in revaluation reserve in respect of available-for-sale financial assets, net of tax     –       548       –       548       –       –       548  
Movements in cash flow hedging reserve, net of tax     –       2,194       –       2,194       –       –       2,194  
Currency translation differences (tax: £nil)     –       (3 )     –       (3 )     –       –       (3 )
Total other comprehensive income     –       2,739       539       3,278       –       –       3,278  
Total comprehensive income     –       2,739       1,951       4,690       –       87       4,777  
Transactions with owners                                                        
Dividends     –       –       –       –       –       (27 )     (27 )
Distributions on other equity instruments, net of tax     –       –       (225 )     (225 )     –       –       (225 )
Issue of ordinary shares     3       –       –       3       –       –       3  
Issue of other equity instruments     –       –       (21 )     (21 )     5,355       –       5,334  
Movement in treasury shares     –       –       (286 )     (286 )     –       –       (286 )
Value of employee services:                                                        
Share option schemes     –       –       123       123       –       –       123  
Other employee award schemes     –       –       233       233       –       –       233  
Adjustment on sale of non-controlling interest in TSB Banking Group plc     –       –       (171 )     (171 )     –       805       634  
Other changes in non-controlling interests     –       –       –       –       –       1       1  
Total transactions with owners     3       –       (347 )     (344 )     5,355       779       5,790  
Balance at 31 December 2014     24,427       13,216       5,692       43,335       5,355       1,213       49,903  
Comprehensive income                                                        
Profit for the year     –       –       860       860       –       96       956  
Other comprehensive income                                                        
Post-retirement defined benefit scheme remeasurements, net of tax     –       –       (215 )     (215 )     –       –       (215 )
Movements in revaluation reserve in respect of available-for-sale financial assets, net of tax     –       (371 )     –       (371 )     –       –       (371 )
Movements in cash flow hedging reserve, net of tax     –       (412 )     –       (412 )     –       –       (412 )
Currency translation differences (tax: £nil)     –       (42 )     –       (42 )     –       –       (42 )
Total other comprehensive income     –       (825 )     (215 )     (1,040 )     –       –       (1,040 )
Total comprehensive income     –       (825 )     645       (180 )     –       96       (84 )
Transactions with owners                                                        
Dividends     –       –       (1,070 )     (1,070 )     –       (52 )     (1,122 )
Distributions on other equity instruments, net of tax     –       –       (314 )     (314 )     –       –       (314 )
Redemption of preference shares     131       (131 )     –       –       –       –       –  
Movement in treasury shares     –       –       (816 )     (816 )     –       –       (816 )
Value of employee services:                                                        
Share option schemes     –       –       107       107       –       –       107  
Other employee award schemes     –       –       172       172       –       –       172  
Adjustment on sale of interest in TSB Banking Group plc     –       –       –       –       –       (825 )     (825 )
Other changes in non-controlling interests     –       –       –       –       –       (41 )     (41 )
Total transactions with owners     131       (131 )     (1,921 )     (1,921 )     –       (918 )     (2,839 )
Balance at 31 December 2015     24,558       12,260       4,416       41,234       5,355       391       46,980  

 

The accompanying notes are an integral part of the consolidated financial statements.

F-8

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December

 

    Note    2016
£ million		    2015
£ million		    2014
£ million		 
Profit before tax        3,888    1,644    1,762 
Adjustments for:                    
Change in operating assets   53(A)   (12,218)   34,700    (872)
Change in operating liabilities   53(B)   (2,659)   (11,985)   11,992 
Non-cash and other items   53(C)   13,885    (7,808)   (2,496)
Tax paid        (822)   (179)   (33)
Net cash provided by (used in) operating activities        2,074    16,372    10,353 
Cash flows from investing activities                    
Purchase of financial assets        (4,930)   (19,354)   (11,533)
Proceeds from sale and maturity of financial assets        6,335    22,000    4,668 
Purchase of fixed assets        (3,760)   (3,417)   (3,442)
Proceeds from sale of fixed assets        1,684    1,537    2,043 
Acquisition of businesses, net of cash acquired        (20)   (5)   (1)
Disposal of businesses, net of cash disposed   53(E)   5    (4,071)   543 
Net cash used in investing activities        (686)   (3,310)   (7,722)
Cash flows from financing activities                    
Dividends paid to ordinary shareholders        (2,014)   (1,070)   – 
Distributions on other equity instruments        (412)   (394)   (287)
Dividends paid to non-controlling interests        (29)   (52)   (27)
Interest paid on subordinated liabilities        (1,687)   (1,840)   (2,205)
Proceeds from issue of subordinated liabilities        1,061    338    629 
Proceeds from issue of ordinary shares        –    –    3 
Repayment of subordinated liabilities        (7,885)   (3,199)   (3,023)
Changes in non-controlling interests        (8)   (41)   635 
Net cash used in financing activities        (10,974)   (6,258)   (4,275)
Effects of exchange rate changes on cash and cash equivalents        21    2    (6)
Change in cash and cash equivalents        (9,565)   6,806    (1,650)
Cash and cash equivalents at beginning of year        71,953    65,147    66,797 
Cash and cash equivalents at end of year   53(D)   62,388    71,953    65,147 

 

The accompanying notes are an integral part of the consolidated financial statements.

F-9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1: BASIS OF PREPARATION

 

The consolidated financial statements of Lloyds Banking Group plc have been prepared in accordance with International Financial Reporting Standards (IFRS). IFRS comprises accounting standards prefixed IFRS issued by the International Accounting Standards Board (IASB) and those prefixed IAS issued by the IASB’s predecessor body as well as interpretations issued by the IFRS Interpretations Committee (IFRS IC) and its predecessor body.

 

The financial information has been prepared under the historical cost convention, as modified by the revaluation of investment properties, available-for-sale financial assets, trading securities and certain other financial assets and liabilities at fair value through profit or loss and all derivative contracts. As stated on page 176, the directors consider that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

 

During the year the Group has reviewed its holding of government securities classified as held-to-maturity in light of the current low interest rate environment and they have been reclassified as available-for-sale; this has resulted in a credit of £1,544 million to the available-for-sale revaluation reserve (£1,127 million after tax).

 

Details of those IFRS pronouncements which will be relevant to the Group but which were not effective at 31 December 2016 and which have not been applied in preparing these financial statements are given in note 56.

 

NOTE 2: ACCOUNTING POLICIES

 

The Group’s accounting policies are set out below. These accounting policies have been applied consistently.

 

(A) Consolidation

 

The assets, liabilities and results of Group undertakings (including structured entities) are included in the financial statements on the basis of accounts made up to the reporting date. Group undertakings include subsidiaries, associates and joint ventures.

 

(1) SUBSIDIARIES

 

Subsidiaries are entities controlled by the Group. The Group controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through the exercise of its power. This generally accompanies a shareholding of more than one half of the voting rights although in certain circumstances a holding of less than one half of the voting rights may still result in the ability of the Group to exercise control. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to any of the above elements. Subsidiaries are fully consolidated from the date on which control is transferred to the Group; they are de-consolidated from the date that control ceases.

 

The Group consolidates collective investment vehicles if its beneficial ownership interests give it substantive rights to remove the external fund manager over the investment activities of the fund. Where a subsidiary of the Group is the fund manager of a collective investment vehicle, the Group considers a number of factors in determining whether it acts as principal, and therefore controls the collective investment vehicle, including: an assessment of the scope of the Group’s decision making authority over the investment vehicle; the rights held by other parties including substantive removal rights without cause over the Group acting as fund manager; the remuneration to which the Group is entitled in its capacity as decision maker; and the Group’s exposure to variable returns from the beneficial interest it holds in the investment vehicle. Consolidation may be appropriate in circumstances where the Group has less than a majority beneficial interest. Where a collective investment vehicle is consolidated the interests of parties other than the Group are reported in other liabilities and the movement in these interests in interest expense.

 

Structured entities are entities that are designed so that their activities are not governed by way of voting rights. In assessing whether the Group has power over such entities in which it has an interest, the Group considers factors such as the purpose and design of the entity; its practical ability to direct the relevant activities of the entity; the nature of the relationship with the entity; and the size of its exposure to the variability of returns of the entity.

 

The treatment of transactions with non-controlling interests depends on whether, as a result of the transaction, the Group loses control of the subsidiary. Changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions; any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent entity. Where the Group loses control of the subsidiary, at the date when control is lost the amount of any non-controlling interest in that former subsidiary is derecognised and any investment retained in the former subsidiary is remeasured to its fair value; the gain or loss that is recognised in profit or loss on the partial disposal of the subsidiary includes the gain or loss on the remeasurement of the retained interest.

 

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.

 

The acquisition method of accounting is used to account for business combinations by the Group. The consideration for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are expensed as incurred except those relating to the issuance of debt instruments (see (E)(5) below) or share capital (see (P) below). Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.

 

(2) JOINT VENTURES AND ASSOCIATES

 

Joint ventures are joint arrangements over which the Group has joint control with other parties and has rights to the net assets of the arrangements. Associates are entities over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity, but is not control or joint control of those policies, and is generally achieved through holding between 20 per cent and 50 per cent of the voting share capital of the entity.

 

The Group utilises the venture capital exemption for investments where significant influence or joint control is present and the business unit operates as a venture capital business. These investments are designated at initial recognition at fair value through profit or loss. Otherwise, the Group’s investments in joint ventures and associates are accounted for by the equity method of accounting.

F-10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

(B) Goodwill

 

Goodwill arises on business combinations and represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired. Where the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities of the acquired entity is greater than the cost of acquisition, the excess is recognised immediately in the income statement.

 

Goodwill is recognised as an asset at cost and is tested at least annually for impairment. If an impairment is identified the carrying value of the goodwill is written down immediately through the income statement and is not subsequently reversed. At the date of disposal of a subsidiary, the carrying value of attributable goodwill is included in the calculation of the profit or loss on disposal.

 

(C) Other intangible assets

 

Intangible assets which have been determined to have a finite useful life are amortised on a straight line basis over their estimated useful life as follows: up to 7 years for capitalised software; 10 to 15 years for brands and other intangibles.

 

Intangible assets with finite useful lives are reviewed at each reporting date to assess whether there is any indication that they are impaired. If any such indication exists the recoverable amount of the asset is determined and in the event that the asset’s carrying amount is greater than its recoverable amount, it is written down immediately. Certain brands have been determined to have an indefinite useful life and are not amortised. Such intangible assets are reassessed annually to reconfirm that an indefinite useful life remains appropriate. In the event that an indefinite life is inappropriate a finite life is determined and an impairment review is performed on the asset.

 

(D) Revenue recognition

 

Interest income and expense are recognised in the income statement for all interest-bearing financial instruments using the effective interest method, except for those classified at fair value through profit or loss. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating the interest income or interest expense over the expected life of the financial instrument. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability, including early redemption fees, and related penalties; and premiums and discounts that are an integral part of the overall return. Direct incremental transaction costs related to the acquisition, issue or disposal of a financial instrument are also taken into account.

 

Fees and commissions which are not an integral part of the effective interest rate are generally recognised when the service has been provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognised as an adjustment to the effective interest rate on the loan once drawn. Where it is unlikely that loan commitments will be drawn, loan commitment fees are recognised over the life of the facility.

 

Dividend income is recognised when the right to receive payment is established.

 

Revenue recognition policies specific to life insurance and general insurance business are detailed below (see (M) below); those relating to leases are set out in (J)(2) below.

 

(E) Financial assets and liabilities

 

On initial recognition, financial assets are classified into fair value through profit or loss, available-for-sale financial assets, held-to-maturity investments or loans and receivables. Financial liabilities are measured at amortised cost, except for trading liabilities and other financial liabilities designated at fair value through profit or loss on initial recognition which are held at fair value. The Group initially recognises loans and receivables, deposits, debt securities in issue and subordinated liabilities when the Group becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of securities and other financial assets and trading liabilities are recognised on trade date, being the date that the Group is committed to purchase or sell an asset.

 

Financial assets are derecognised when the contractual right to receive cash flows from those assets has expired or when the Group has transferred its contractual right to receive the cash flows from the assets and either: substantially all of the risks and rewards of ownership have been transferred; or the Group has neither retained nor transferred substantially all of the risks and rewards, but has transferred control.

 

Financial liabilities are derecognised when they are extinguished (ie when the obligation is discharged), cancelled or expire.

 

(1) FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Financial instruments are classified at fair value through profit or loss where they are trading securities or where they are designated at fair value through profit or loss by management. Derivatives are carried at fair value (see (F) below).

 

Held for trading: Trading securities are debt securities and equity shares acquired principally for the purpose of selling in the short term or which are part of a portfolio which is managed for short-term gains. Such securities are classified as trading securities and recognised in the balance sheet at their fair value. Gains and losses arising from changes in their fair value together with interest coupons and dividend income are recognised in the income statement within net trading income in the period in which they occur.

 

Classified at fair value through profit and loss: Other financial assets and liabilities at fair value through profit or loss are designated as such by management upon initial recognition. Such assets and liabilities are carried in the balance sheet at their fair value and gains and losses arising from changes in fair value together with interest coupons and dividend income are recognised in the income statement within net trading income in the period in which they occur. Financial assets and liabilities are designated at fair value through profit or loss on acquisition in the following circumstances:

 

– it eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets and liabilities or recognising gains or losses on different bases. The main type of financial assets designated by the Group at fair value through profit or loss are assets backing insurance contracts and investment contracts issued by the Group’s life insurance businesses. Fair value designation allows changes in the fair value of these assets to be recorded in the income statement along with the changes in the value of the associated liabilities, thereby significantly reducing the measurement inconsistency had the assets been classified as available-for-sale financial assets.

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NOTE 2: ACCOUNTING POLICIES continued

 

– the assets and liabilities are part of a group which is managed, and its performance evaluated, on a fair value basis in accordance with a documented risk management or investment strategy, with management information also prepared on this basis.

 

– where the assets and liabilities contain one or more embedded derivatives that significantly modify the cash flows arising under the contract and would otherwise need to be separately accounted for.

 

The fair values of assets and liabilities traded in active markets are based on current bid and offer prices respectively. If the market is not active the Group establishes a fair value by using valuation techniques. Refer to note 49(3) (Financial instruments: Financial assets and liabilities carried at fair value) for details of valuation techniques and significant inputs to valuation models.

 

(2) AVAILABLE-FOR-SALE FINANCIAL ASSETS

 

Debt securities and equity shares that are not classified as trading securities, at fair value through profit or loss, held-to-maturity investments or as loans and receivables are classified as available-for-sale financial assets and are recognised in the balance sheet at their fair value, inclusive of transaction costs. Such assets are intended to be held for an indeterminate period of time and may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices. Gains and losses arising from changes in the fair value of investments classified as available-for-sale are recognised directly in other comprehensive income, until the financial asset is either sold, becomes impaired or matures, at which time the cumulative gain or loss previously recognised in other comprehensive income is recognised in the income statement. Interest calculated using the effective interest method and foreign exchange gains and losses on debt securities denominated in foreign currencies are recognised in the income statement.

 

The Group is permitted to transfer a financial asset from the available-for-sale category to the loans and receivables category where that asset would otherwise have met the definition of loans and receivables at the time of reclassification and where there is both the intention and ability to hold that financial asset for the foreseeable future. Reclassification of a financial asset from the available-for-sale category to the held-to-maturity category is permitted when the Group has the ability and intent to hold that financial asset to maturity. Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable. Effective interest rates for financial assets reclassified to the loans and receivables and held-to-maturity categories are determined at the reclassification date. Any previous gain or loss on a transferred asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the effective interest method or until the asset becomes impaired. Any difference between the new amortised cost and the expected cash flows is also amortised over the remaining life of the asset using the effective interest method.

 

When an impairment loss is recognised in respect of available-for-sale assets transferred, the unamortised balance of any available-for-sale reserve that remains in equity is transferred to the income statement and recorded as part of the impairment loss.

 

(3) LOANS AND RECEIVABLES

 

Loans and receivables include loans and advances to banks and customers and eligible assets including those transferred into this category out of the fair value through profit or loss or available-for-sale financial assets categories. Loans and receivables are initially recognised when cash is advanced to the borrowers at fair value inclusive of transaction costs or, for eligible assets transferred into this category, their fair value at the date of transfer. Financial assets classified as loans and receivables are accounted for at amortised cost using the effective interest method (see (D) above) less provision for impairment (see (H) below).

 

The Group has entered into securitisation and similar transactions to finance certain loans and advances to customers. In cases where the securitisation vehicles are funded by the issue of debt, on terms whereby the majority of the risks and rewards of the portfolio of securitised lending are retained by the Group, these loans and advances continue to be recognised by the Group, together with a corresponding liability for the funding.

 

(4) HELD-TO-MATURITY INVESTMENTS

 

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity other than: those that the Group designates upon initial recognition as at fair value through profit or loss; those that the Group designates as available-for-sale; and those that meet the definition of loans and receivables.

 

These are initially recognised at fair value including direct and incremental transaction costs and measured subsequently at amortised cost, using the effective interest method, less any provision for impairment.

 

A sale or reclassification of a more than insignificant amount of held-to-maturity investments would result in the reclassification of all held-to-maturity investments to available-for-sale financial assets.

 

(5) BORROWINGS

 

Borrowings (which include deposits from banks, customer deposits, debt securities in issue and subordinated liabilities) are recognised initially at fair value, being their issue proceeds net of transaction costs incurred. These instruments are subsequently stated at amortised cost using the effective interest method.

 

Preference shares and other instruments which carry a mandatory coupon or are redeemable on a specific date are classified as financial liabilities. The coupon on these instruments is recognised in the income statement as interest expense. Securities which carry a discretionary coupon and have no fixed maturity or redemption date are classified as other equity instruments. Interest payments on these securities are recognised, net of tax, as distributions from equity in the period in which they are paid. An exchange of financial liabilities on substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability extinguished and the new financial liability is recognised in profit or loss together with any related costs or fees incurred.

 

When a financial liability is exchanged for an equity instrument, the new equity instrument is recognised at fair value and any difference between the original carrying value of the liability and the fair value of the new equity is recognised in the profit or loss.

 

(6) SALE AND REPURCHASE AGREEMENTS (INCLUDING SECURITIES LENDING AND BORROWING)

 

Securities sold subject to repurchase agreements (repos) continue to be recognised on the balance sheet where substantially all of the risks and rewards are retained. Funds received under these arrangements are included in deposits from banks, customer deposits, or trading liabilities. Conversely,

F-12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

securities purchased under agreements to resell (reverse repos), where the Group does not acquire substantially all of the risks and rewards of ownership, are recorded as loans and receivables or trading securities. The difference between sale and repurchase price is treated as interest and accrued over the life of the agreements using the effective interest method.

 

Securities borrowing and lending transactions are typically secured; collateral takes the form of securities or cash advanced or received. Securities lent to counterparties are retained on the balance sheet. Securities borrowed are not recognised on the balance sheet, unless these are sold to third parties, in which case the obligation to return them is recorded at fair value as a trading liability. Cash collateral given or received is treated as a loan and receivable or customer deposit.

 

(F) Derivative financial instruments and hedge accounting

 

Derivatives are classified as trading except those designated as effective hedging instruments which meet the criteria under IAS 39. All derivatives are recognised at their fair value. Derivatives are carried in the balance sheet as assets when their fair value is positive and as liabilities when their fair value is negative. Refer to note 49(3) (Financial instruments: Financial assets and liabilities carried at fair value) for details of valuation techniques and significant inputs to valuation models.

 

Changes in the fair value of any derivative instrument that is not part of a hedging relationship are recognised immediately in the income statement.

 

Derivatives embedded in financial instruments and insurance contracts (unless the embedded derivative is itself an insurance contract) are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in the income statement. In accordance with IFRS 4 Insurance Contracts, a policyholder’s option to surrender an insurance contract for a fixed amount is not treated as an embedded derivative.

 

The method of recognising the movements in the fair value of derivatives depends on whether they are designated as hedging instruments and, if so, the nature of the item being hedged. Hedge accounting allows one financial instrument, generally a derivative such as a swap, to be designated as a hedge of another financial instrument such as a loan or deposit or a portfolio of such instruments. At the inception of the hedge relationship, formal documentation is drawn up specifying the hedging strategy, the hedged item, the hedging instrument and the methodology that will be used to measure the effectiveness of the hedge relationship in offsetting changes in the fair value or cash flow of the hedged risk. The effectiveness of the hedging relationship is tested both at inception and throughout its life and if at any point it is concluded that it is no longer highly effective in achieving its documented objective, hedge accounting is discontinued.

 

(1) FAIR VALUE HEDGES

 

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk; this also applies if the hedged asset is classified as an available-for-sale financial asset. If the hedge no longer meets the criteria for hedge accounting, changes in the fair value of the hedged item attributable to the hedged risk are no longer recognised in the income statement. The cumulative adjustment that has been made to the carrying amount of the hedged item is amortised to the income statement using the effective interest method over the period to maturity.

 

(2) CASH FLOW HEDGES

 

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in the income statement when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

 

(3) NET INVESTMENT HEDGES

 

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income, the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of. The hedging instrument used in net investment hedges may include non-derivative liabilities as well as derivative financial instruments.

 

(G) Offset

 

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right of set-off and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. Cash collateral on exchange traded derivative transactions is presented gross unless the collateral cash flows are always settled net with the derivative cash flows. In certain situations, even though master netting agreements exist, the lack of management intention to settle on a net basis results in the financial assets and liabilities being reported gross on the balance sheet.

 

(H) Impairment of financial assets

 

(1) ASSETS ACCOUNTED FOR AT AMORTISED COST

 

At each balance sheet date the Group assesses whether, as a result of one or more events occurring after initial recognition of the financial asset and prior to the balance sheet date, there is objective evidence that a financial asset or group of financial assets has become impaired.

 

Where such an event, including the identification of fraud, has had an impact on the estimated future cash flows of the financial asset or group of financial assets, an impairment allowance is recognised. The amount of impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. If the asset has a variable rate of interest, the discount rate used for measuring the impairment allowance is the current effective interest rate.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

Subsequent to the recognition of an impairment loss on a financial asset or a group of financial assets, interest income continues to be recognised on an effective interest rate basis, on the asset’s carrying value net of impairment provisions. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the allowance is adjusted and the amount of the reversal is recognised in the income statement.

 

Impairment allowances are assessed individually for financial assets that are individually significant. Impairment allowances for portfolios of smaller balance homogenous loans such as most residential mortgages, personal loans and credit card balances that are below the individual assessment thresholds, and for loan losses that have been incurred but not separately identified at the balance sheet date, are determined on a collective basis.

 

In certain circumstances, the Group will renegotiate the original terms of a customer’s loan, either as part of an ongoing customer relationship or in response to adverse changes in the circumstances of the borrower. Where the renegotiated payments of interest and principal will not recover the original carrying value of the asset, the asset continues to be reported as past due and is considered impaired. Where the renegotiated payments of interest and principal will recover the original carrying value of the asset, the loan is no longer reported as past due or impaired provided that payments are made in accordance with the revised terms. Renegotiation may lead to the loan and associated provision being derecognised and a new loan being recognised initially at fair value.

 

A loan or advance is normally written off, either partially or in full, against the related allowance when the proceeds from realising any available security have been received or there is no realistic prospect of recovery and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of impairment losses recorded in the income statement. For both secured and unsecured retail balances, the write-off takes place only once an extensive set of collections processes has been completed, or the status of the account reaches a point where policy dictates that forbearance is no longer appropriate. For commercial lending, a write-off occurs if the loan facility with the customer is restructured, the asset is under administration and the only monies that can be received are the amounts estimated by the administrator, the underlying assets are disposed and a decision is made that no further settlement monies will be received, or external evidence (for example, third party valuations) is available that there has been an irreversible decline in expected cash flows.

 

(2) AVAILABLE-FOR-SALE FINANCIAL ASSETS

 

The Group assesses, at each balance sheet date, whether there is objective evidence that an available-for-sale financial asset is impaired. In addition to the criteria for financial assets accounted for at amortised cost set out above, this assessment involves reviewing the current financial circumstances (including creditworthiness) and future prospects of the issuer, assessing the future cash flows expected to be realised and, in the case of equity shares, considering whether there has been a significant or prolonged decline in the fair value of the asset below its cost. If an impairment loss has been incurred, the cumulative loss measured as the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment loss on that asset previously recognised, is reclassified from equity to the income statement. For impaired debt instruments, impairment losses are recognised in subsequent periods when it is determined that there has been a further negative impact on expected future cash flows; a reduction in fair value caused by general widening of credit spreads would not, of itself, result in additional impairment. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised, an amount not greater than the original impairment loss is credited to the income statement; any excess is taken to other comprehensive income. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

 

(I) Property, plant and equipment

 

Property, plant and equipment (other than investment property) is included at cost less accumulated depreciation. The value of land (included in premises) is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the difference between the cost and the residual value over their estimated useful lives, as follows: the shorter of 50 years and the remaining period of the lease for freehold/long and short leasehold premises; the shorter of 10 years and, if lease renewal is not likely, the remaining period of the lease for leasehold improvements; 10 to 20 years for fixtures and furnishings; and 2 to 8 years for other equipment and motor vehicles.

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

 

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the event that an asset’s carrying amount is determined to be greater than its recoverable amount it is written down immediately. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use.

 

Investment property comprises freehold and long leasehold land and buildings that are held either to earn rental income or for capital accretion or both, primarily within the life insurance funds. In accordance with the guidance published by the Royal Institution of Chartered Surveyors, investment property is carried at fair value based on current prices for similar properties, adjusted for the specific characteristics of the property (such as location or condition). If this information is not available, the Group uses alternative valuation methods such as discounted cash flow projections or recent prices in less active markets. These valuations are reviewed at least annually by independent professionally qualified valuers. Investment property being redeveloped for continuing use as investment property, or for which the market has become less active, continues to be valued at fair value.

 

(J) Leases

 

(1) AS LESSEE

 

The leases entered into by the Group are primarily operating leases. Operating lease rentals payable are charged to the income statement on a straight-line basis over the period of the lease.

 

When an operating lease is terminated before the end of the lease period, any payment made to the lessor by way of penalty is recognised as an expense in the period of termination.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

(2) AS LESSOR

 

Assets leased to customers are classified as finance leases if the lease agreements transfer substantially all the risks and rewards of ownership to the lessee but not necessarily legal title. All other leases are classified as operating leases. When assets are subject to finance leases, the present value of the lease payments, together with any unguaranteed residual value, is recognised as a receivable, net of provisions, within loans and advances to banks and customers. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance lease income. Finance lease income is recognised in interest income over the term of the lease using the net investment method (before tax) so as to give a constant rate of return on the net investment in the leases. Unguaranteed residual values are reviewed regularly to identify any impairment.

 

Operating lease assets are included within tangible fixed assets at cost and depreciated over their estimated useful lives, which equates to the lives of the leases, after taking into account anticipated residual values. Operating lease rental income is recognised on a straight-line basis over the life of the lease.

 

The Group evaluates non-lease arrangements such as outsourcing and similar contracts to determine if they contain a lease which is then accounted for separately.

 

(K) Employee benefits

 

Short-term employee benefits, such as salaries, paid absences, performance-based cash awards and social security costs are recognised over the period in which the employees provide the related services.

 

(1) PENSION SCHEMES

 

The Group operates a number of post-retirement benefit schemes for its employees including both defined benefit and defined contribution pension plans. A defined benefit scheme is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, dependent on one or more factors such as age, years of service and salary. A defined contribution plan is a pension plan into which the Group pays fixed contributions; there is no legal or constructive obligation to pay further contributions.

 

Scheme assets are included at their fair value and scheme liabilities are measured on an actuarial basis using the projected unit credit method. The defined benefit scheme liabilities are discounted using rates equivalent to the market yields at the balance sheet date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. The Group’s income statement charge includes the current service cost of providing pension benefits, past service costs, net interest expense (income), and plan administration costs that are not deducted from the return on plan assets. Past service costs, which represents the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment, are recognised when the plan amendment or curtailment occurs. Net interest expense (income) is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

 

Remeasurements, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest expense (income) and net of the cost of managing the plan assets), and the effect of changes to the asset ceiling (if applicable) are reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income are reflected immediately in retained profits and will not subsequently be reclassified to profit or loss.

 

The Group’s balance sheet includes the net surplus or deficit, being the difference between the fair value of scheme assets and the discounted value of scheme liabilities at the balance sheet date. Surpluses are only recognised to the extent that they are recoverable through reduced contributions in the future or through refunds from the schemes. In assessing whether a surplus is recoverable, the Group considers its current right to obtain a refund or a reduction in future contributions and does not anticipate any future acts by other parties that could change the amount of the surplus that may ultimately be recovered.

 

The costs of the Group’s defined contribution plans are charged to the income statement in the period in which they fall due.

 

(2) SHARE-BASED COMPENSATION

 

The Group operates a number of equity-settled, share-based compensation plans in respect of services received from certain of its employees. The value of the employee services received in exchange for equity instruments granted under these plans is recognised as an expense over the vesting period of the instruments, with a corresponding increase in equity. This expense is determined by reference to the fair value of the number of equity instruments that are expected to vest. The fair value of equity instruments granted is based on market prices, if available, at the date of grant. In the absence of market prices, the fair value of the instruments at the date of grant is estimated using an appropriate valuation technique, such as a Black-Scholes option pricing model or a Monte Carlo simulation. The determination of fair values excludes the impact of any non-market vesting conditions, which are included in the assumptions used to estimate the number of options that are expected to vest. At each balance sheet date, this estimate is reassessed and if necessary revised. Any revision of the original estimate is recognised in the income statement, together with a corresponding adjustment to equity. Cancellations by employees of contributions to the Group’s Save As You Earn plans are treated as non-vesting conditions and the Group recognises, in the year of cancellation, the amount of the expense that would have otherwise been recognised over the remainder of the vesting period. Modifications are assessed at the date of modification and any incremental charges are charged to the income statement.

 

(L) Taxation

 

Current income tax which is payable on taxable profits is recognised as an expense in the period in which the profits arise.

 

The Group provides for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities including open matters where Her Majesty’s Revenue and Customs (HMRC) adopt a different interpretation and application of tax law. Dependent on their complexity, provisions are based on management’s interpretation of the relevant tax legislation, precedents and guidance as well as external tax advice. The provision is the best estimate of the consideration expected to be required to settle the particular obligation taking into account management’s judgement of the relevant risks and uncertainties.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

For the Group’s long-term insurance businesses, the tax charge is analysed between tax that is payable in respect of policyholders’ returns and tax that is payable on shareholders’ returns. This allocation is based on an assessment of the rates of tax which will be applied to the returns under current UK tax rules.

 

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

 

Deferred tax assets are recognised where it is probable that future taxable profit will be available against which the temporary differences can be utilised. Income tax payable on profits is recognised as an expense in the period in which those profits arise. The tax effects of losses available for carry forward are recognised as an asset when it is probable that future taxable profits will be available against which these losses can be utilised. Deferred and current tax related to gains and losses on the fair value re-measurement of available-for-sale investments and cash flow hedges, where these gains and losses are recognised in other comprehensive income, is also recognised in other comprehensive income. Such tax is subsequently transferred to the income statement together with the gain or loss.

 

Deferred and current tax assets and liabilities are offset when they arise in the same tax reporting group and where there is both a legal right of offset and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

(M) Insurance

 

The Group undertakes both life insurance and general insurance business. Insurance and participating investment contracts are accounted for under IFRS 4 Insurance Contracts, which permits (with certain exceptions) the continuation of accounting practices for measuring insurance and participating investment contracts that applied prior to the adoption of IFRS. The Group, therefore, continues to account for these products using UK GAAP and UK established practice.

 

Products sold by the life insurance business are classified into three categories:

 

– Insurance contracts – these contracts transfer significant insurance risk and may also transfer financial risk. The Group defines significant insurance risk as the possibility of having to pay benefits on the occurrence of an insured event which are significantly more than the benefits payable if the insured event were not to occur. These contracts may or may not include discretionary participation features.

 

– Investment contracts containing a discretionary participation feature (participating investment contracts) – these contracts do not transfer significant insurance risk, but contain a contractual right which gives the holder the right to receive, in addition to the guaranteed benefits, further additional discretionary benefits or bonuses that are likely to be a significant proportion of the total contractual benefits and the amount and timing of which is at the discretion of the Group, within the constraints of the terms and conditions of the instrument and based upon the performance of specified assets.

 

– Non-participating investment contracts – these contracts do not transfer significant insurance risk or contain a discretionary participation feature.

 

The general insurance business issues only insurance contracts.

 

(1) LIFE INSURANCE BUSINESS

 

(I) ACCOUNTING FOR INSURANCE AND PARTICIPATING INVESTMENT CONTRACTS PREMIUMS AND CLAIMS

 

Premiums received in respect of insurance and participating investment contracts are recognised as revenue when due except for unit-linked contracts on which premiums are recognised as revenue when received. Claims are recorded as an expense on the earlier of the maturity date or the date on which the claim is notified.

 

LIABILITIES

 

Changes in the value of liabilities are recognised in the income statement through insurance claims.

 

– Insurance and participating investment contracts in the Group’s with-profit funds

 

Liabilities of the Group’s with-profit funds, including guarantees and options embedded within products written by these funds, are stated at their realistic values in accordance with the Prudential Regulation Authority’s realistic capital regime, except that projected transfers out of the funds into other Group funds are recorded in the unallocated surplus (see below).

 

– Insurance and participating investment contracts which are not unit-linked or in the Group’s with-profit funds

 

A liability for contractual benefits that are expected to be incurred in the future is recorded when the premiums are recognised. The liability is calculated by estimating the future cash flows over the duration of in-force policies and discounting them back to the valuation date allowing for probabilities of occurrence. The liability will vary with movements in interest rates and with the cost of life insurance and annuity benefits where future mortality is uncertain.

 

Assumptions are made in respect of all material factors affecting future cash flows, including future interest rates, mortality and costs.

 

– Insurance and participating investment contracts which are unit-linked

 

Liabilities for unit-linked insurance contracts and participating investment contracts are stated at the bid value of units plus an additional allowance where appropriate (such as for any excess of future expenses over charges). The liability is increased or reduced by the change in the unit prices and is reduced by policy administration fees, mortality and surrender charges and any withdrawals. Benefit claims in excess of the account balances incurred in the period are also charged through insurance claims. Revenue consists of fees deducted for mortality, policy administration and surrender charges.

F-16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

UNALLOCATED SURPLUS

 

Any amounts in the with-profit funds not yet determined as being due to policyholders or shareholders are recognised as an unallocated surplus which is shown separately from liabilities arising from insurance contracts and participating investment contracts.

 

(II) ACCOUNTING FOR NON-PARTICIPATING INVESTMENT CONTRACTS

 

The Group’s non-participating investment contracts are primarily unit-linked. These contracts are accounted for as financial liabilities whose value is contractually linked to the fair values of financial assets within the Group’s unitised investment funds. The value of the unit-linked financial liabilities is determined using current unit prices multiplied by the number of units attributed to the contract holders at the balance sheet date. Their value is never less than the amount payable on surrender, discounted for the required notice period where applicable. Investment returns (including movements in fair value and investment income) allocated to those contracts are recognised in the income statement through insurance claims.

 

Deposits and withdrawals are not accounted for through the income statement but are accounted for directly in the balance sheet as adjustments to the non-participating investment contract liability.

 

The Group receives investment management fees in the form of an initial adjustment or charge to the amount invested. These fees are in respect of services rendered in conjunction with the issue and management of investment contracts where the Group actively manages the consideration received from its customers to fund a return that is based on the investment profile that the customer selected on origination of the contract. These services comprise an indeterminate number of acts over the lives of the individual contracts and, therefore, the Group defers these fees and recognises them over the estimated lives of the contracts, in line with the provision of investment management services.

 

Costs which are directly attributable and incremental to securing new non-participating investment contracts are deferred. This asset is subsequently amortised over the period of the provision of investment management services and its recoverability is reviewed in circumstances where its carrying amount may not be recoverable. If the asset is greater than its recoverable amount it is written down immediately through fee and commission expense in the income statement. All other costs are recognised as expenses when incurred.

 

(III) VALUE OF IN-FORCE BUSINESS

 

The Group recognises as an asset the value of in-force business in respect of insurance contracts and participating investment contracts. The asset represents the present value of the shareholders’ interest in the profits expected to emerge from those contracts written at the balance sheet date. This is determined after making appropriate assumptions about future economic and operating conditions such as future mortality and persistency rates and includes allowances for both non-market risk and for the realistic value of financial options and guarantees. Each cash flow is valued using the discount rate consistent with that applied to such a cash flow in the capital markets. The asset in the consolidated balance sheet is presented gross of attributable tax and movements in the asset are reflected within other operating income in the income statement.

 

The Group’s contractual rights to benefits from providing investment management services in relation to non-participating investment contracts acquired in business combinations and portfolio transfers are measured at fair value at the date of acquisition. The resulting asset is amortised over the estimated lives of the contracts. At each reporting date an assessment is made to determine if there is any indication of impairment. Where impairment exists, the carrying value of the asset is reduced to its recoverable amount and the impairment loss recognised in the income statement.

 

(2) GENERAL INSURANCE BUSINESS

 

The Group both underwrites and acts as intermediary in the sale of general insurance products. Underwriting premiums are included in insurance premium income, net of refunds, in the period in which insurance cover is provided to the customer; premiums received relating to future periods are deferred in the balance sheet within liabilities arising from insurance contracts and participating investment contracts on a basis that reflects the length of time for which contracts have been in force and the projected incidence of risk over the term of the contract and only credited to the income statement when earned. Broking commission is recognised when the underwriter accepts the risk of providing insurance cover to the customer. Where appropriate, provision is made for the effect of future policy terminations based upon past experience.

 

The underwriting business makes provision for the estimated cost of claims notified but not settled and claims incurred but not reported at the balance sheet date. The provision for the cost of claims notified but not settled is based upon a best estimate of the cost of settling the outstanding claims after taking into account all known facts. In those cases where there is insufficient information to determine the required provision, statistical techniques are used which take into account the cost of claims that have recently been settled and make assumptions about the future development of the outstanding cases. Similar statistical techniques are used to determine the provision for claims incurred but not reported at the balance sheet date. Claims liabilities are not discounted.

 

(3) LIABILITY ADEQUACY TEST

 

At each balance sheet date liability adequacy tests are performed to ensure the adequacy of insurance and participating investment contract liabilities net of related deferred cost assets and value of in-force business. In performing these tests current best estimates of discounted future contractual cash flows and claims handling and policy administration expenses, as well as investment income from the assets backing such liabilities, are used. Any deficiency is immediately charged to the income statement, initially by writing off the relevant assets and subsequently by establishing a provision for losses arising from liability adequacy tests.

 

(4) REINSURANCE

 

Contracts entered into by the Group with reinsurers under which the Group is compensated for benefits payable on one or more contracts issued by the Group are recognised as assets arising from reinsurance contracts held. Where the underlying contracts issued by the Group are classified as insurance contracts and the reinsurance contract transfers significant insurance risk on those contracts to the reinsurer, the assets arising from reinsurance contracts held are classified as insurance contracts. Where the underlying contracts issued by the Group are classified as non-participating investment contracts and the reinsurance contract transfers financial risk on those contracts to the reinsurer, the assets arising from reinsurance contracts held are classified as non-participating investment contracts.

F-17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2: ACCOUNTING POLICIES continued

 

ASSETS ARISING FROM REINSURANCE CONTRACTS HELD – CLASSIFIED AS INSURANCE CONTRACTS

 

Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured contracts and in accordance with the terms of each reinsurance contract and are regularly reviewed for impairment. Premiums payable for reinsurance contracts are recognised as an expense when due within insurance premium income. Changes in the reinsurance recoverable assets are recognised in the income statement through insurance claims.

 

ASSETS ARISING FROM REINSURANCE CONTRACTS HELD – CLASSIFIED AS NON-PARTICIPATING INVESTMENT CONTRACTS

 

These contracts are accounted for as financial assets whose value is contractually linked to the fair values of financial assets within the reinsurers’ investment funds. Investment returns (including movements in fair value and investment income) allocated to these contracts are recognised in insurance claims. Deposits and withdrawals are not accounted for through the income statement but are accounted for directly in the balance sheet as adjustments to the assets arising from reinsurance contracts held.

 

(N) Foreign currency translation

 

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). Foreign currency transactions are translated into the appropriate functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when recognised in other comprehensive income as qualifying cash flow or net investment hedges. Non-monetary assets that are measured at fair value are translated using the exchange rate at the date that the fair value was determined. Translation differences on equities and similar non-monetary items held at fair value through profit and loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on available-for-sale non-monetary financial assets, such as equity shares, are included in the fair value reserve in equity unless the asset is a hedged item in a fair value hedge.

 

The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of a foreign entity, are translated into sterling at foreign exchange rates ruling at the balance sheet date; and the income and expenses of foreign operations are translated into sterling at average exchange rates unless these do not approximate to the foreign exchange rates ruling at the dates of the transactions in which case income and expenses are translated at the dates of the transactions.

 

Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income and accumulated in a separate component of equity together with exchange differences arising from the translation of borrowings and other currency instruments designated as hedges of such investments (see (F)(3) above). On disposal or liquidation of a foreign operation, the cumulative amount of exchange differences relating to that foreign operation are reclassified from equity and included in determining the profit or loss arising on disposal or liquidation.

 

(O) Provisions and contingent liabilities

 

Provisions are recognised in respect of present obligations arising from past events where it is probable that outflows of resources will be required to settle the obligations and they can be reliably estimated.

 

Contingent liabilities are possible obligations whose existence depends on the outcome of uncertain future events or those present obligations where the outflows of resources are uncertain or cannot be measured reliably. Contingent liabilities are not recognised in the financial statements but are disclosed unless they are remote.

 

Provision is made for irrevocable undrawn loan commitments if it is probable that the facility will be drawn and result in the recognition of an asset at an amount less than the amount advanced.

 

(P) Share capital

 

Incremental costs directly attributable to the issue of new shares or options or to the acquisition of a business are shown in equity as a deduction, net of tax, from the proceeds. Dividends paid on the Group’s ordinary shares are recognised as a reduction in equity in the period in which they are paid.

 

Where the Company or any member of the Group purchases the Company’s share capital, the consideration paid is deducted from shareholders’ equity as treasury shares until they are cancelled; if these shares are subsequently sold or reissued, any consideration received is included in shareholders’ equity.

 

(Q) Cash and cash equivalents

 

For the purposes of the cash flow statement, cash and cash equivalents comprise cash and non-mandatory balances with central banks and amounts due from banks with a maturity of less than three months.

F-18

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3: CRITICAL ACCOUNTING ESTIMATES

 

The preparation of the Group’s financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty in these financial statements, which together are deemed critical to the Group’s results and financial position, are as follows:

 

– Allowance for impairment losses on loans and receivables (note 21);

 

– Valuation of assets and liabilities arising from insurance business (notes 24 and 32);

 

– Defined benefit pension scheme obligations (note 36);

 

– Recoverability of deferred tax assets (note 37);

 

– Payment protection insurance and other regulatory provisions (note 38); and

 

– Fair value of financial instruments (note 49).

 

NOTE 4: SEGMENTAL ANALYSIS

 

Lloyds Banking Group provides a wide range of banking and financial services in the UK and in certain locations overseas.

 

The Group Executive Committee has been determined to be the chief operating decision maker for the Group. The Group’s operating segments reflect its organisational and management structures. The Group Executive Committee reviews the Group’s internal reporting based around these segments in order to assess performance and allocate resources. GEC considers interest income and expense on a net basis and consequently the total interest income and expense for all reportable segments is presented net. The segments are differentiated by the type of products provided, by whether the customers are individuals or corporate entities.

 

The segmental results and comparatives are presented on an underlying basis, the basis reviewed by the chief operating decision maker. The effects of the following are excluded in arriving at underlying profit:

 

– losses on redemption of the Enhanced Capital Notes and the volatility in the value of the embedded equity conversion feature;

 

– market volatility and other items, which includes the effects of certain asset sales, the volatility relating to the Group’s own debt and hedging arrangements as well as that arising in the insurance businesses, insurance gross up, the unwind of acquisition-related fair value adjustments and the amortisation of purchased intangible assets;

 

– restructuring costs, (which in 2015 and 2016 comprised severance related costs relating to the Simplification programme announced in October 2014 and in 2014 included severance, IT and business costs relating to the programme started in 2011) and the costs of implementing regulatory reform and ring-fencing;

 

– TSB build and dual running costs and the loss relating to the TSB sale in 2015;

 

– payment protection insurance and other conduct provisions; and

 

– certain past service pension credits or charges.

 

The Group’s activities are organised into four financial reporting segments: Retail; Commercial Banking; Consumer Finance and Insurance. The Group’s unsecured personal lending portfolio, previously part of Retail, is now managed by Consumer Finance and elements of the Group’s business in the Channel Islands and Isle of Man were transferred from Retail to Commercial Banking; comparatives have been restated accordingly.

 

Retail offers a broad range of financial service products, including current accounts, savings and mortgages, to UK personal customers, including wealth and small business customers. It is also a distributor of insurance and a range of long-term savings and investment products.

 

Commercial Banking is client-led, helping UK-based clients and international clients with a link to the UK. Through its four client facing divisions – SME, Mid Markets, Global Corporates and Financial Institutions – it provides clients with a range of products and services such as lending, transactional banking, working capital management, risk management, debt capital markets services, as well as access to private equity through Lloyds Development Capital.

 

Consumer Finance comprises all the Group’s consumer lending products including motor finance, credit cards, and unsecured personal loans along with its European business.

 

Insurance provides a range of protection, pension and investment products to meet the needs of its customers.

 

Other includes certain assets previously reported as outside of the Group’s risk appetite and the results of businesses disposed. Other also includes income and expenditure not recharged to divisions, including the costs of certain central and head office functions and the costs of managing the Group’s technology platforms, branch and head office property estate, operations (including payments, banking operations and collections) and sourcing, the costs of which are predominantly recharged to the other divisions. It also reflects other items not recharged to the divisions.

 

Inter-segment services are generally recharged at cost, with the exception of the internal commission arrangements between the UK branch and other distribution networks and the insurance product manufacturing businesses within the Group, where a profit margin is also charged. Inter-segment lending and deposits are generally entered into at market rates, except that non-interest bearing balances are priced at a rate that reflects the external yield that could be earned on such funds.

F-19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4: SEGMENTAL ANALYSIS continued

 

For the majority of those derivative contracts entered into by business units for risk management purposes, the business unit recognises the net interest income or expense on an accrual accounting basis and transfers the remainder of the movement in the fair value of the derivative to the central group segment where the resulting accounting volatility is managed where possible through the establishment of hedge accounting relationships. Any change in fair value of the hedged instrument attributable to the hedged risk is also recorded within the central group segment. This allocation of the fair value of the derivative and change in fair value of the hedged instrument attributable to the hedged risk avoids accounting asymmetry in segmental results and leads to accounting volatility, which is managed centrally and reported within Other.

 

       Commercial   Consumer           Underlying basis 
   Retail   Banking   Finance   Insurance   Other   total 
   £m   £m   £m   £m   £m   £m 
Year ended 31 December 2016                              
Net interest income   6,497    2,735    1,941    (146)   408    11,435 
Other income, net of insurance claims   1,053    1,987    1,338    1,755    (68)   6,065 
Total underlying income, net of insurance claims   7,550    4,722    3,279    1,609    340    17,500 
Operating lease depreciation1   –    (105)   (775)   –    (15)   (895)
Net income   7,550    4,617    2,504    1,609    325    16,605 
Operating costs   (4,174)   (2,133)   (939)   (772)   (75)   (8,093)
Impairment   (373)   (16)   (282)   –    26    (645)
Underlying profit (loss)   3,003    2,468    1,283    837    276    7,867 
External income   8,460    3,668    3,885    1,311    176    17,500 
Inter-segment income   (910)   1,054    (606)   298    164    – 
Segment underlying income, net of insurance claims   7,550    4,722    3,279    1,609    340    17,500 
Segment external assets   300,085    188,296    40,992    153,936    134,484    817,793 
Segment customer deposits   271,005    132,628    7,920    –    3,907    415,460 
Segment external liabilities   275,006    221,395    12,494    146,836    113,247    768,978 
Other segment items reflected in income statement above:                              
Depreciation and amortisation   459    286    888    168    579    2,380 
Increase in value of in-force business   –    –    –    472    –    472 
Defined benefit scheme charges   134    45    10    13    85    287 
Other segment items:                              
Additions to fixed assets   278    126    2,086    481    789    3,760 
Investments in joint ventures and associates at end of year   1    –    5    –    53    59 

 

1 Net of profits on disposal of operating lease assets of £58 million.
F-20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4: SEGMENTAL ANALYSIS continued

 

       Commercial   Consumer           Underlying 
   Retail1  Banking1  Finance1  Insurance   Other   basis total 
   £m   £m   £m   £m   £m   £m 
Year ended 31 December 2015                              
Net interest income   6,664    2,576    1,954    (163)   451    11,482 
Other income, net of insurance claims   1,115    2,072    1,359    1,827    (218)   6,155 
Total underlying income, net of insurance claims   7,779    4,648    3,313    1,664    233    17,637 
Operating lease depreciation2   –    (30)   (720)   –    (14)   (764)
Net income   7,779    4,618    2,593    1,664    219    16,873 
Operating costs   (4,339)   (2,162)   (977)   (702)   (131)   (8,311)
Impairment   (349)   22    (235)   –    (6)   (568)
TSB   –    –    –    –    118    118 
Underlying profit   3,091    2,478    1,381    962    200    8,112 
External income   8,545    3,636    3,772    2,065    (381)   17,637 
Inter-segment income   (766)   1,012    (459)   (401)   614    – 
Segment underlying income, net of insurance claims   7,779    4,648    3,313    1,664    233    17,637 
Segment external assets   307,887    178,838    36,501    143,217    140,245    806,688 
Segment customer deposits   273,719    131,998    11,082    –    1,527    418,326 
Segment external liabilities   278,933    226,106    15,462    137,233    101,974    759,708 
Other segment items reflected in income statement above:                              
Depreciation and amortisation   408    204    839    124    537    2,112 
Decrease in value of in-force business   –    –    –    (162)   –    (162)
Defined benefit scheme charges   123    30    9    11    142    315 
Other segment items:                              
Additions to fixed assets   383    153    1,752    343    786    3,417 
Investments in joint ventures and associates at end of year   1    –    4    –    42    47 

 

1 Restated – see page F-19.
   
2 Net of profits on disposal of operating lease assets of £66 million.

 

       Commercial   Consumer           Underlying 
   Retail1   Banking1   Finance1   Insurance   Other   basis total 
   £m   £m   £m   £m   £m   £m 
Year ended 31 December 2014                              
Net interest income   6,270    2,542    2,037    (131)   257    10,975 
Other income, net of insurance claims   1,202    1,962    1,368    1,725    210    6,467 
Total underlying income, net of insurance claims   7,472    4,504    3,405    1,594    467    17,442 
Operating lease depreciation2   –    (24)   (667)   –    (29)   (720)
Net income   7,472    4,480    2,738    1,594    438    16,722 
Operating costs   (4,239)   (2,139)   (971)   (672)   (301)   (8,322)
Impairment   (494)   (85)   (318)   –    (205)   (1,102)
TSB   –    –    –    –    458    458 
Underlying profit   2,739    2,256    1,449    922    390    7,756 
External income   8,083    3,810    3,744    1,206    599    17,442 
Inter-segment income   (611)   694    (339)   388    (132)   – 
Segment underlying income, net of insurance claims   7,472    4,504    3,405    1,594    467    17,442 
Segment external assets   308,414    242,452    33,781    150,615    119,634    854,896 
Segment customer deposits   279,148    126,273    14,955    –    26,691    447,067 
Segment external liabilities   289,442    237,764    18,629    144,921    114,237    804,993 
Other segment items reflected in income statement above:                              
Depreciation and amortisation   335    158    778    130    194    1,595 
Decrease in value of in-force business   –    –    –    (428)   –    (428)
Defined benefit scheme charges   121    37    9    9    168    344 
Other segment items:                              
Additions to fixed assets   368    245    1,642    449    738    3,442 
Investments in joint ventures and associates at end of year   1    –    9    –    64    74 

 

1 Restated – see page F-19.
   
2 Net of profits on disposal of operating lease assets of £67 million.
F-21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4: SEGMENTAL ANALYSIS continued

 

Reconciliation of underlying basis to statutory results

 

The underlying basis is the basis on which financial information is presented to the chief operating decision maker which excludes certain items included in the statutory results. The table below reconciles the statutory results to the underlying basis.

 

           Removal of:     
       Lloyds                     
       Banking   Volatility           Other     
       Group   and other   Insurance       conduct   Underlying 
       statutory   items1   gross up2   PPI   provisions   basis 
       £m   £m   £m   £m   £m   £m 
Year ended 31 December 2016                                   
Net interest income        9,274    263    1,898    –    –    11,435 
Other income, net of insurance claims        7,993    121    (2,110)   –    61    6,065 
Total income, net of insurance claims        17,267    384    (212)   –    61    17,500 
Operating lease depreciation3             (895)   –    –    –    (895)
Net income        17,267    (511)   (212)   –    61    16,605 
Operating expenses        (12,627)   1,948    212    1,350    1,024    (8,093)
Impairment        (752)   107    –    –    –    (645)
Profit before tax        3,888    1,544    –    1,350    1,085    7,867 
                                    
    Lloyds    Removal of:      
    Banking    Volatility                   Other      
    Group    and other         Insurance         conduct    Underlying 
    statutory    items4    TSB5    gross up2    PPI    provisions    basis 
    £m    £m    £m    £m    £m    £m    £m 
Year ended 31 December 2015                                   
Net interest income   11,318    318    (192)   38    –    –    11,482 
Other income, net of insurance claims   6,103    209    (31)   (126)   –    –    6,155 
Total income, net of insurance claims   17,421    527    (223)   (88)   –    –    17,637 
Operating lease depreciation3        (764)   –    –    –    –    (764)
Net income   17,421    (237)   (223)   (88)   –    –    16,873 
Operating expenses   (15,387)   2,065    86    88    4,000    837    (8,311)
Impairment   (390)   (197)   19    –    –    –    (568)
TSB   –    –    118    –    –    –    118 
Profit   1,644    1,631    –    –    4,000    837    8,112 
                                    
    Lloyds    Removal of:      
    Banking    Volatility                   Other      
    Group    and other         Insurance         conduct    Underlying 
    statutory    items6    TSB4    gross up2    PPI    provisions    basis 
    £m    £m    £m    £m    £m    £m    £m 
Year ended 31 December 2014                                   
Net interest income   10,660    619    (786)   482    –    –    10,975 
Other income, net of insurance claims   5,739    1,482    (140)   (614)   –    –    6,467 
Total income, net of insurance claims   16,399    2,101    (926)   (132)   –    –    17,442 
Operating lease depreciation3        (720)   –    –    –    –    (720)
Net income   16,399    1,381    (926)   (132)   –    –    16,722 
Operating expenses   (13,885)   1,936    370    132    2,200    925    (8,322)
Impairment   (752)   (448)   98    –    –    –    (1,102)
TSB   –    –    458    –    –    –    458 
Profit   1,762    2,869    –    –    2,200    925    7,756 

 

1 Comprises the write-off of the ECN embedded derivative and premium paid on redemption of the remaining notes in the first quarter (loss of £790 million); the effects of asset sales (gain of £217 million); volatile items (gain of £99 million); liability management (gain of £123 million); the amortisation of purchased intangibles (£340 million); restructuring costs (£622 million, principally comprising the severance related costs related to phase II of the Simplification programme); and the fair value unwind and other items (loss of £231 million).
   
2 The Group’s insurance businesses’ income statements include income and expenditure which are attributable to the policyholders of the Group’s long-term assurance funds. These items have no impact in total upon the profit attributable to equity shareholders and, in order to provide a clearer representation of the underlying trends within the business, these items are shown net within the underlying results.
   
3 Net of profits on disposal of operating lease assets of £58 million (2015: £66 million; 2014: £67 million).
   
4 Comprises market movements on the ECN embedded derivative (loss of £101 million); the effects of asset sales (gain of £54 million); volatile items (loss of £107 million); liability management (loss of £28 million); the amortisation of purchased intangibles (£342 million); restructuring costs (£170 million); TSB costs (£745 million); and the fair value unwind and other items (loss of £192 million).
   
5 Comprises the underlying results of TSB.
   
6 Comprises the loss arising on the Group’s exchange and tender offers in respect of its ECNs in April 2014 (£1,362 million); market movements on the ECN embedded derivative (gain of £401 million); the effects of asset sales (gain of £138 million); volatile items (loss of £343 million); liability management (loss of £24 million); the past service pension credit of £710 million (which represented the curtailment credit of £843 million following the group’s decision to reduce the cap on pensionable pay partly offset by the cost of other changes to the pay, benefits and reward offered to employees); the amortisation of purchased intangibles (£336 million); restructuring costs (£966 million); and TSB costs (£558 million); and the fair value unwind and other items (loss of £529 million).
F-22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Geographical areas

 

Following the reduction in the Group’s non-UK activities, an analysis between UK and non-UK activities is no longer provided.

 

NOTE 5: NET INTEREST INCOME

 

   Weighted average
effective interest rate		             
   2016   2015   2014   2016   2015   2014 
   %   %   %   £m   £m   £m 
Interest and similar income:                              
Loans and advances to customers   3.32    3.50    3.53    15,190    16,256    17,806 
Loans and advances to banks   0.46    0.42    0.52    381    397    406 
Debt securities held as loans and receivables   1.47    1.87    2.57    56    40    42 
Interest receivable on loans and receivables   2.87    2.98    3.12    15,627    16,693    18,254 
Available-for-sale financial assets   1.88    1.77    1.90    762    725    957 
Held-to-maturity investments   1.44    1.49    –    231    197    – 
Total interest and similar income   2.77    2.86    3.03    16,620    17,615    19,211 
Interest and similar expense:                              
Deposits from banks, excluding liabilities under sale and repurchase transactions1   0.65    0.41    0.74    (68)   (43)   (86)
Customer deposits, excluding liabilities under sale and repurchase transactions   0.69    0.87    1.15    (2,520)   (3,299)   (4,781)
Debt securities in issue2   0.94    0.69    0.63    (799)   (586)   (552)
Subordinated liabilities   8.35    8.37    8.44    (1,864)   (2,091)   (2,475)
Liabilities under sale and repurchase agreements   0.46    0.57    2.61    (38)   (34)   (55)
Interest payable on liabilities held at amortised cost   1.07    1.19    1.45    (5,289)   (6,053)   (7,949)
Amounts payable to unitholders in consolidated open-ended investment vehicles   10.85    1.16    3.23    (2,057)   (244)   (602)
Total interest and similar expense   1.44    1.19    1.51    (7,346)   (6,297)   (8,551)
Net interest income                  9,274    11,318    10,660 

 

1 Includes £51 million (2015: £nil; 2014: £nil) of interest expense on assets with negative interest rates.
   
2 The impact of the Group’s hedging arrangements is included on this line; excluding this impact the weighted average effective interest rate in respect of debt securities in issue would be 2.70 per cent (2015: 2.76 per cent; 2014: 3.06 per cent).

 

Included within interest and similar income is £205 million (2015: £248 million; 2014: £407 million) in respect of impaired financial assets. Net interest income also includes a credit of £557 million (2015: credit of £956 million; 2014: credit of £1,153 million) transferred from the cash flow hedging reserve (see note 42).

 

NOTE 6: NET FEE AND COMMISSION INCOME

 

                           2016   2015   2014 
                           £m   £m   £m 
Fee and commission income:                                       
Current accounts                           752    804    918 
Credit and debit card fees                           875    918    1,050 
Other                           1,418    1,530    1,691 
Total fee and commission income                           3,045    3,252    3,659 
Fee and commission expense                           (1,356)   (1,442)   (1,402)
Net fee and commission income                           1,689    1,810    2,257 

 

Fees and commissions which are an integral part of the effective interest rate form part of net interest income shown in note 5. Fees and commissions relating to instruments that are held at fair value through profit or loss are included within net trading income shown in note 7.

F-23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7: NET TRADING INCOME

 

   2016   2015   2014 
   £m   £m   £m 
Foreign exchange translation (losses) gains   1,363    (80)   (95)
Gains on foreign exchange trading transactions   542    335    344 
Total foreign exchange   1,905    255    249 
Investment property (losses) gains (note 26)   (83)   416    513 
Securities and other gains (see below)   16,723    3,043    9,397 
Net trading income   18,545    3,714    10,159 

 

Securities and other gains comprise net gains (losses) arising on assets and liabilities held at fair value through profit or loss and for trading as follows:

 

   2016   2015   2014 
   £m   £m   £m 
Net income arising on assets held at fair value through profit or loss:               
Debt securities, loans and advances   4,771    451    4,805 
Equity shares   12,534    2,384    3,816 
Total net income arising on assets held at fair value through profit or loss   17,305    2,835    8,621 
Net income (expense) arising on liabilities held at fair value through profit or loss – debt securities in issue   (154)   14    (75)
Total net gains arising on assets and liabilities held at fair value through profit or loss   17,151    2,849    8,546 
Net (losses) gains on financial instruments held for trading   (428)   194    851 
Securities and other gains   16,723    3,043    9,397 

 

NOTE 8: INSURANCE PREMIUM INCOME

 

   2016   2015   2014 
   £m   £m   £m 
Life insurance               
Gross premiums:               
Life and pensions   5,613    3,613    6,070 
Annuities   1,685    430    327 
    7,298    4,043    6,397 
Ceded reinsurance premiums   (88)   (122)   (142)
Net earned premiums   7,210    3,921    6,255 
Non-life insurance               
Net earned premiums   858    871    870 
Total net earned premiums   8,068    4,792    7,125 

 

Premium income in 2015 was reduced by a charge of £1,959 million relating to the recapture by a third party insurer of a portfolio of policies previously reassured with the Group.

F-24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9: OTHER OPERATING INCOME

 

   2016   2015   2014 
   £m   £m   £m 
Operating lease rental income   1,225    1,165    1,126 
Rental income from investment properties (note 26)   229    268    269 
Gains less losses on disposal of available-for-sale financial assets (note 42)   575    51    131 
Movement in value of in-force business (note 24)   472    (162)   (428)
Liability management   (598)   (28)   (1,386)
Share of results of joint ventures and associates   (1)   (3)   32 
Other   133    225    (53)
Total other operating income   2,035    1,516    (309)

 

Liability management

 

In April 2014, the Group completed exchange offers with holders of certain series of its Enhanced Capital Notes (ECNs) and a tender offer to eligible retail holders outside the United States. A loss of £1,362 million was recognised in relation to these exchange and tender transactions in the year ended 31 December 2014. The Group completed tender offers and redemptions in respect of the remaining ECNs in March 2016, resulting in a net loss to the Group of £721 million, principally comprising the write-off of the embedded equity conversion feature and premiums paid under the terms of the transaction.

 

Profits of £123 million arose in the year ended 31 December 2016 (2015: losses of £28 million; 2014: losses of £24 million) on other transactions undertaken as part of the Group’s management of its wholesale funding and subordinated debt.

 

NOTE 10: INSURANCE CLAIMS

 

   2016   2015   2014 
Insurance claims comprise:  £m   £m   £m 
Life insurance and participating investment contracts            
Claims and surrenders   (8,617)   (7,983)   (7,506)
Change in insurance and participating investment contracts (note 32)   (14,160)   2,898    (4,392)
Change in non-participating investment contracts   679    (438)   (1,448)
    (22,098)   (5,523)   (13,346)
Reinsurers’ share   106    101    109 
    (21,992)   (5,422)   (13,237)
Change in unallocated surplus   14    63    74 
Total life insurance and participating investment contracts   (21,978)   (5,359)   (13,163)
Non-life insurance               
Total non-life insurance claims, net of reinsurance   (366)   (370)   (330)
Total insurance claims   (22,344)   (5,729)   (13,493)
Life insurance and participating investment contracts gross claims and surrenders can also be analysed as follows:               
Deaths   (635)   (631)   (549)
Maturities   (1,347)   (1,348)   (1,656)
Surrenders   (5,444)   (4,811)   (4,102)
Annuities   (949)   (902)   (884)
Other   (242)   (291)   (315)
Total life insurance gross claims and surrenders   (8,617)   (7,983)   (7,506)
F-25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11: OPERATING EXPENSES

 

   2016   2015   2014 
   £m   £m   £m 
Staff costs:            
Salaries   2,750    2,808    3,178 
Performance-based compensation   475    409    390 
Social security costs   363    349    398 
Pensions and other post-retirement benefit schemes (note 36):               
Past service (credits) charges1   –    –    (822)
Other   555    548    596 
    555    548    (226)
Restructuring costs   241    104    264 
Other staff costs   433    459    741 
    4,817    4,677    4,745 
Premises and equipment:               
Rent and rates   365    368    424 
Repairs and maintenance   187    173    221 
Other   120    174    246 
    672    715    891 
Other expenses:               
Communications and data processing   848    893    1,118 
Advertising and promotion   198    253    336 
Professional fees   265    262    481 
UK bank levy   200    270    237 
TSB disposal   –    665    – 
Other   873    703    1,017 
    2,384    3,046    3,189 
Depreciation and amortisation:               
Depreciation of property, plant and equipment (note 26)   1,761    1,534    1,391 
Amortisation of acquired value of in-force non-participating investment contracts (note 24)   37    41    43 
Amortisation of other intangible assets (note 25)   582    537    501 
    2,380    2,112    1,935 
Total operating expenses, excluding regulatory provisions   10,253    10,550    10,760 
Regulatory provisions:               
Payment protection insurance provision (note 38)   1,350    4,000    2,200 
Other regulatory provisions2 (note 38)   1,024    837    925 
    2,374    4,837    3,125 
Total operating expenses   12,627    15,387    13,885 
1 On 11 March 2014 the Group announced a change to its defined benefit pension schemes, revising the existing cap on the increases in pensionable pay used in calculating the pension benefit, from 2 per cent to nil with effect from 2 April 2014. The effect of this change was to reduce the Group’s retirement benefit obligations recognised on the balance sheet by £843 million with a corresponding curtailment gain recognised in the income statement. This has been partly offset by a charge of £21 million following changes to pension arrangements for staff within the TSB business.
2 In addition, regulatory provisions of £61 million (2015: £nil; 2014: £nil) have been charged against income.
F-26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11: OPERATING EXPENSES continued

 

Performance-based compensation

 

The table below analyses the Group’s performance-based compensation costs between those relating to the current performance year and those relating to earlier years.

 

   2016   2015   2014 
   £m   £m   £m 
Performance-based compensation expense comprises:            
Awards made in respect of the year ended 31 December   312    280    324 
Awards made in respect of earlier years   163    129    66 
    475    409    390 
 
Performance-based compensation expense deferred until later years comprises:               
Awards made in respect of the year ended 31 December   123    114    152 
Awards made in respect of earlier years   41    56    32 
    164    170    184 

 

Performance-based awards expensed in 2016 include cash awards amounting to £116 million (2015: £96 million; 2014: £104 million).

 

Average headcount

 

The average number of persons on a headcount basis employed by the Group during the year was as follows:

 

   2016   2015   2014 
UK   79,606    84,922    94,241 
Overseas   812    781    847 
Total   80,418    85,703    95,088 

 

Fees payable to the auditors

 

Fees payable to the Company’s auditors by the Group are as follows:

 

   2016   2015   2014 
   £m   £m   £m 
             
Fees payable for the audit of the Company’s current year annual report   1.5    1.2    1.4 
Fees payable for other services:               
Audit of the Company’s subsidiaries pursuant to legislation   14.7    14.9    15.5 
Other services supplied pursuant to legislation   3.1    2.2    2.1 
Total audit fees   19.3    18.3    19.0 
Other services – audit related fees   3.1    3.2    9.1 
Total audit and audit related fees   22.4    21.5    28.1 
Services relating to taxation:               
Taxation compliance services   0.2    0.2    0.2 
All other taxation advisory services   0.1    0.1    0.3 
    0.3    0.3    0.5 
Other non-audit fees:               
Services relating to corporate finance transactions   0.1    0.2    0.3 
Other services   1.5    2.3    3.2 
Total other non-audit fees   1.6    2.5    3.5 
Total fees payable to the Company’s auditors by the Group   24.3    24.3    32.1 
F-27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11: OPERATING EXPENSES continued

 

The following types of services are included in the categories listed above:

 

Audit fees: This category includes fees in respect of the audit of the Group’s annual financial statements and other services in connection with regulatory filings. Other services supplied pursuant to legislation relate primarily to the costs associated with the Sarbanes-Oxley Act audit requirements together with the cost of the audit of the Group’s Form 20-F filing.

 

Audit related fees: This category includes fees in respect of services for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements, for example acting as reporting accountants in respect of prospectuses and circulars required by the UKLA listing rules.

 

Services relating to taxation: This category includes tax compliance and tax advisory services.

 

Other non-audit fees: This category includes due diligence relating to corporate finance, including venture capital transactions and other assurance and advisory services.

 

It is the Group’s policy to use the auditors on assignments in cases where their knowledge of the Group means that it is neither efficient nor cost effective to employ another firm of accountants. Such assignments typically relate to the provision of advice on tax issues, assistance in transactions involving the acquisition and disposal of businesses and accounting advice.

 

The Group has procedures that are designed to ensure auditor independence, including that fees for audit and non-audit services are approved in advance. This approval can be obtained either on an individual engagement basis or, for certain types of non-audit services, particularly those of a recurring nature, through the approval of a fee cap covering all engagements of that type provided the fee is below that cap.

 

All statutory audit work as well as non-audit assignments where the fee is expected to exceed the relevant fee cap must be pre-approved by the Audit Committee on an individual engagement basis. On a quarterly basis, the Audit Committee receives and reviews a report detailing all pre-approved services and amounts paid to the auditors for such pre-approved services.

 

During the year, the auditors also earned fees payable by entities outside the consolidated Lloyds Banking Group in respect of the following:

 

   2016   2015   2014 
   £m   £m   £m 
Audits of Group pension schemes   0.3    0.3    0.3 
Audits of the unconsolidated Open Ended Investment Companies managed by the Group   0.4    0.4    0.4 
Reviews of the financial position of corporate and other borrowers   1.2    3.1    5.0 
Acquisition due diligence and other work performed in respect of potential venture capital investments   1.0    1.2    1.0 

 

NOTE 12: IMPAIRMENT

 

   2016   2015   2014 
   £m   £m   £m 
Impairment losses on loans and receivables:            
Loans and advances to customers   592    443    735 
Debt securities classified as loans and receivables   –    (2)   2 
Total impairment losses on loans and receivables (note 21)   592    441    737 
Impairment of available-for-sale financial assets   173    4    5 
Other credit risk provisions   (13)   (55)   10 
Total impairment charged to the income statement   752    390    752 
F-28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13: TAXATION

 

(A) Analysis of tax charge for the year

 

   2016   2015   2014 
   £m   £m   £m 
UK corporation tax:            
Current tax on profit for the year   (1,010)   (485)   (162)
Adjustments in respect of prior years   156    (90)   213 
    (854)   (575)   51 
Foreign tax:               
Current tax on profit for the year   (20)   (24)   (39)
Adjustments in respect of prior years   2    27    3 
    (18)   3    (36)
Current tax (charge) credit   (872)   (572)   15 
Deferred tax (note 37):               
Origination and reversal of temporary differences   (557)   (185)   (72)
Due to change in UK corporation tax rate   (201)   (27)   (24)
Adjustments in respect of prior years   (94)   96    (182)
    (852)   (116)   (278)
Tax charge   (1,724)   (688)   (263)

 

The charge for tax on the profit for 2016 is based on a UK corporation tax rate of 20 per cent (2015: 20.25 per cent; 2014: 21.5 per cent).

 

The income tax charge is made up as follows:

 

   2016   2015   2014 
   £m   £m   £m 
Tax (charge) credit attributable to policyholders   (301)   3    (18)
Shareholder tax charge   (1,423)   (691)   (245)
Tax charge   (1,724)   (688)   (263)

 

(B) Factors affecting the tax charge for the year

 

A reconciliation of the charge that would result from applying the standard UK corporation tax rate to the profit before tax to the actual tax charge for the year is given below:

 

   2016   2015   2014 
   £m   £m   £m 
Profit before tax   3,888    1,644    1,762 
Tax charge thereon at UK corporation tax rate of 20 per cent
(2015: 20.25 per cent; 2014: 21.5 per cent)		   (778)   (333)   (379)
Factors affecting charge:               
Impact of bank surcharge   (266)   –    – 
Impact of changes in UK corporation tax rates   (201)   (27)   (24)
Disallowed items1   (464)   (630)   (195)
Non-taxable items   75    162    153 
Overseas tax rate differences   10    (4)   (24)
Gains exempted   19    67    181 
Policyholder tax2   (241)   3    (14)
Tax losses not previously recognised   59    42    – 
Adjustments in respect of previous years   64    33    34 
Effect of results of joint ventures and associates   (1)   (1)   7 
Other items   –    –    (2)
Tax charge on profit on ordinary activities   (1,724)   (688)   (263)
1 The Finance (No. 2) Act 2015 introduced restrictions on the tax deductibility of provisions for conduct charges arising on or after 8 July 2015. This has resulted in an additional income statement tax charge of £289 million (2015: £459 million).
2 In 2016 this includes a £231 million write down of the deferred tax asset held within the life business, reflecting the Group’s utilisation estimate which has been restricted by the current economic environment.

 

The Finance (No. 2) Act 2015 introduced an additional surcharge of 8 per cent on banking profits from 1 January 2016.

 

The Finance Act 2016 was enacted on 15 September 2016. The Act further reduced the corporation tax rate applicable from 1 April 2020 to 17 per cent and further restricts the amount of banks’ profits that can be offset by carried forward losses for the purposes of calculating corporation tax liabilities from 50 per cent to 25 per cent with effect from 1 April 2016.

 

The corporation tax changes enacted have resulted in a reduction in the Group’s net deferred tax asset at 31 December 2016 of £158 million, comprising a £201 million charge included in the income statement and a £43 million credit included in equity.

F-29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14: EARNINGS PER SHARE

 

   2016   2015   2014 
   £m   £m   £m 
Profit attributable to equity shareholders – basic and diluted   1,651    466    1,125 
Tax credit on distributions to other equity holders   91    80    62 
    1,742    546    1,187 
 
    2016    2015    2014 
    million    million    million 
Weighted average number of ordinary shares in issue – basic   71,234    71,272    71,350 
Adjustment for share options and awards   790    1,068    1,097 
Weighted average number of ordinary shares in issue – diluted   72,024    72,340    72,447 
Basic earnings per share   2.4p   0.8p    1.7p 
Diluted earnings per share   2.4p    0.8p    1.6p

 

Basic earnings per share are calculated by dividing the net profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year, which has been calculated after deducting 140 million (2015: 101 million; 2014: 22 million) ordinary shares representing the Group’s holdings of own shares in respect of employee share schemes.

 

For the calculation of diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares that arise in respect of share options and awards granted to employees. The number of shares that could have been acquired at the average annual share price of the Company’s shares based on the monetary value of the subscription rights attached to outstanding share options and awards is determined. This is deducted from the number of shares issuable under such options and awards to leave a residual bonus amount of shares which are added to the weighted-average number of ordinary shares in issue, but no adjustment is made to the profit attributable to equity shareholders.

 

The weighted-average number of anti-dilutive share options and awards excluded from the calculation of diluted earnings per share was 0.3 million at 31 December 2016 (2015: 1 million; 2014: 7 million).

 

NOTE 15: TRADING AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

These assets are comprised as follows:

 

   2016   2015 
                         
   Trading
assets
£m		   Other
financial
assets at fair
value through
profit or loss
£m		   Total
£m		   Trading
assets
£m		   Other financial
assets at fair
value through
profit or loss
£m		   Total
£m		 
Loans and advances to customers   30,473    –    30,473    30,109    –    30,109 
Loans and advances to banks   2,606    –    2,606    3,065    –    3,065 
Debt securities:                              
Government securities   11,828    14,904    26,732    8,269    13,848    22,117 
Other public sector securities   –    1,325    1,325    –    2,039    2,039 
Bank and building society certificates of deposit   –    244    244    –    135    135 
Asset-backed securities:                              
Mortgage-backed securities   47    660    707    516    842    1,358 
Other asset-backed securities   69    1,469    1,538    85    762    847 
Corporate and other debt securities   224    19,608    19,832    612    19,704    20,316 
    12,168    38,210    50,378    9,482    37,330    46,812 
Equity shares   6    67,691    67,697    5    60,471    60,476 
Treasury and other bills   –    20    20    –    74    74 
Total   45,253    105,921    151,174    42,661    97,875    140,536 

 

Other financial assets at fair value through profit or loss include the following assets designated into that category:

 

(i) financial assets backing insurance contracts and investment contracts of £101,888 million (2015: £90,492 million) which are so designated because the related liabilities either have cash flows that are contractually based on the performance of the assets or are contracts whose measurement takes account of current market conditions and where significant measurement inconsistencies would otherwise arise. Included within these assets are investments in unconsolidated structured entities of £15,611 million (2015: £13,282 million), see note 20; and
   
(ii) private equity investments of £2,245 million (2015: £2,415 million) that are managed, and evaluated, on a fair value basis in accordance with a documented risk management or investment strategy and reported to key management personnel on that basis.

 

For amounts included above which are subject to repurchase and reverse repurchase agreements see note 52.

F-30

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 16: DERIVATIVE FINANCIAL INSTRUMENTS

 

The fair values and notional amounts of derivative instruments are set out in the following table:

 

   31 December 2016   31 December 2015 
                         
   Contract/
notional
amount
£m		   Fair value
assets
£m		   Fair value
liabilities
£m		   Contract/
notional
amount
£m		   Fair value
assets
£m		   Fair value
liabilities
£m		 
Trading and other                        
Exchange rate contracts:                        
Spot, forwards and futures   38,072    1,149    1,383    39,817    852    774 
Currency swaps   288,441    6,903    6,382    293,536    5,585    4,323 
Options purchased   15,192    808    –    20,352    751    – 
Options written   18,342    –    1,016    22,708    –    984 
    360,047    8,860    8,781    376,413    7,188    6,081 
Interest rate contracts:                              
Interest rate swaps   2,160,535    19,780    18,862    2,316,071    14,442    13,050 
Forward rate agreements   628,962    13    87    1,159,099    6    57 
Options purchased   39,509    3,251    –    55,962    3,003    – 
Options written   39,847    –    3,400    52,202    –    3,116 
Futures   114,284    6    3    105,475    7    8 
    2,983,137    23,050    22,352    3,688,809    17,458    16,231 
Credit derivatives   8,098    381    659    4,566    295    407 
Embedded equity conversion feature (note 9)   –    –    –    –    545    – 
Equity and other contracts   43,218    1,135    1,168    14,174    1,295    1,145 
Total derivative assets/liabilities – trading and other   3,394,500    33,426    32,960    4,083,962    26,781    23,864 
Hedging                              
Derivatives designated as fair value hedges:                              
Currency swaps   1,454    19    22    2,649    52    107 
Interest rate swaps   194,416    1,462    737    121,063    1,572    724 
Options purchased   –    –    –    –    –    – 
    195,870    1,481    759    123,712    1,624    831 
Derivatives designated as cash flow hedges:                              
Interest rate swaps   384,182    814    1,166    460,829    816    1,534 
Futures   53,115    –    3    150,085    3    – 
Currency swaps   8,121    417    36    11,228    243    72 
    445,418    1,231    1,205    622,142    1,062    1,606 
Total derivative assets/liabilities – hedging   641,288    2,712    1,964    745,854    2,686    2,437 
Total recognised derivative assets/liabilities   4,035,788    36,138    34,924    4,829,816    29,467    26,301 

 

The notional amount of the contract does not represent the Group’s real exposure to credit risk which is limited to the current cost of replacing contracts with a positive value to the Group should the counterparty default. To reduce credit risk the Group uses a variety of credit enhancement techniques such as netting and collateralisation, where security is provided against the exposure. Further details are provided in note 52 Credit risk.

 

The Group holds derivatives as part of the following strategies:

 

– Customer driven, where derivatives are held as part of the provision of risk management products to Group customers;
   
– To manage and hedge the Group’s interest rate and foreign exchange risk arising from normal banking business. The hedge accounting strategy adopted by the Group is to utilise a combination of fair value and cash flow hedge approaches as described in note 52; and
   
– Derivatives held in policyholder funds as permitted by the investment strategies of those funds.

 

The principal derivatives used by the Group are as follows:

 

– Interest rate related contracts include interest rate swaps, forward rate agreements and options. An interest rate swap is an agreement between two parties to exchange fixed and floating interest payments, based upon interest rates defined in the contract, without the exchange of the underlying principal amounts. Forward rate agreements are contracts for the payment of the difference between a specified rate of interest and a reference rate, applied to a notional principal amount at a specific date in the future. An interest rate option gives the buyer, on payment of a premium, the right, but not the obligation, to fix the rate of interest on a future loan or deposit, for a specified period and commencing on a specified future date.
F-31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 16: DERIVATIVE FINANCIAL INSTRUMENTS continued

 

– Exchange rate related contracts include forward foreign exchange contracts, currency swaps and options. A forward foreign exchange contract is an agreement to buy or sell a specified amount of foreign currency on a specified future date at an agreed rate. Currency swaps generally involve the exchange of interest payment obligations denominated in different currencies; the exchange of principal can be notional or actual. A currency option gives the buyer, on payment of a premium, the right, but not the obligation, to sell specified amounts of currency at agreed rates of exchange on or before a specified future date.
   
– Credit derivatives, principally credit default swaps, are used by the Group as part of its trading activity and to manage its own exposure to credit risk. A credit default swap is a swap in which one counterparty receives a premium at pre-set intervals in consideration for guaranteeing to make a specific payment should a negative credit event take place. The Group also used credit default swaps to securitise, in combination with external funding, £455 million of corporate and commercial banking loans at 31 December 2015; these arrangements were wound up during 2016.
   
– Equity derivatives are also used by the Group as part of its equity-based retail product activity to eliminate the Group’s exposure to fluctuations in various international stock exchange indices. Index-linked equity options are purchased which give the Group the right, but not the obligation, to buy or sell a specified amount of equities, or basket of equities, in the form of published indices on or before a specified future date.

 

Hedged cash flows

 

For designated cash flow hedges the following table shows when the Group’s hedged cash flows are expected to occur and when they will affect income.

 

                               Over 20     
   0-1 years   1-2 years   2-3 years   3-4 years   4-5 years   5-10 years   10-20 years   years   Total 
2016  £m   £m   £m   £m   £m   £m   £m   £m   £m 
Hedged forecast cash flows expected to occur:                                    
Forecast receivable cash flows  172   198   415   372   391   1,215   102   45   2,910 
Forecast payable cash flows  (565)  (722)  (692)  (599)  (429)  (1,541)  (806)  (262)  (5,616)
Hedged forecast cash flows affect profit or loss:                                    
Forecast receivable cash flows  211   223   418   363   472   1,070   99   54   2,910 
Forecast payable cash flows  (777)  (713)  (671)  (521)  (415)  (1,477)  (787)  (255)  (5,616)
                                     
                               Over     
   0-1 years   1-2 years   2-3 years   3-4 years   4-5 years   5-10 years   10-20 years   20 years   Total 
2015  £m   £m   £m   £m   £m   £m   £m   £m   £m 
Hedged forecast cash flows expected to occur:                                    
Forecast receivable cash flows  363   298   499   500   376   1,876   137   75   4,124 
Forecast payable cash flows  (1,235)  (758)  (714)  (667)  (440)  (1,116)  (532)  (145)  (5,607)
Hedged forecast cash flows affect profit or loss:                                    
Forecast receivable cash flows  381   439   515   453   345   1,777   136   78   4,124 
Forecast payable cash flows  (1,261)  (741)  (715)  (671)  (440)  (1,115)  (523)  (141)  (5,607)

 

There were no transactions for which cash flow hedge accounting had to be ceased in 2015 or 2016 as a result of the highly probable cash flows no longer being expected to occur.

 

NOTE 17: LOANS AND ADVANCES TO BANKS

 

   2016  2015
   £m  £m
Lending to banks  2,903  2,273
Money market placements with banks  23,999  22,844
Total loans and advances to banks  26,902  25,117

 

For amounts included above which are subject to reverse repurchase agreements see note 52.

F-32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 18: LOANS AND ADVANCES TO CUSTOMERS

 

   2016  2015  
   £m  £m  
Agriculture, forestry and fishing  7,269  6,924  
Energy and water supply  2,320  3,247  
Manufacturing  7,285  5,953  
Construction  4,535  4,952  
Transport, distribution and hotels  13,320  13,526  
Postal and telecommunications  2,564  2,563  
Property companies  32,192  32,228  
Financial, business and other services  49,197  43,072  
Personal:        
Mortgages  306,682  312,877  
Other  20,761  20,579  
Lease financing  2,628  2,751  
Hire purchase  11,617  9,536  
Total loans and advances to customers before allowance for impairment losses  460,370  458,208  
Allowance for impairment losses (note 21)  (2,412) (3,033 )
Total loans and advances to customers  457,958  455,175  

 

For amounts included above which are subject to reverse repurchase agreements see note 52.

 

Loans and advances to customers include finance lease receivables, which may be analysed as follows:

 

   2016  2015  
   £m  £m  
Gross investment in finance leases, receivable:        
Not later than 1 year  551  497  
Later than 1 year and not later than 5 years  1,618  1,225  
Later than 5 years  1,561  2,407  
   3,730  4,129  
Unearned future finance income on finance leases  (1,038) (1,316 )
Rentals received in advance  (64) (62 )
Net investment in finance leases  2,628  2,751  

 

The net investment in finance leases represents amounts recoverable as follows:

 

   2016  2015  
   £m  £m  
Not later than 1 year  361  319  
Later than 1 year and not later than 5 years  1,282  859  
Later than 5 years  985  1,573  
Net investment in finance leases  2,628  2,751  

 

Equipment leased to customers under finance leases primarily relates to structured financing transactions to fund the purchase of aircraft, ships and other large individual value items. During 2015 and 2016 no contingent rentals in respect of finance leases were recognised in the income statement. There was no allowance for uncollectable finance lease receivables included in the allowance for impairment losses (2015: £nil).

F-33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 19: SECURITISATIONS AND COVERED BONDS

 

Securitisation programmes

 

Loans and advances to customers and debt securities classified as loans and receivables include loans securitised under the Group’s securitisation programmes, the majority of which have been sold by subsidiary companies to bankruptcy remote structured entities. As the structured entities are funded by the issue of debt on terms whereby the majority of the risks and rewards of the portfolio are retained by the subsidiary, the structured entities are consolidated fully and all of these loans are retained on the Group’s balance sheet, with the related notes in issue included within debt securities in issue.

 

Covered bond programmes

 

Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security for issues of covered bonds by the Group. The Group retains all of the risks and rewards associated with these loans and the partnerships are consolidated fully with the loans retained on the Group’s balance sheet and the related covered bonds in issue included within debt securities in issue.

 

The Group’s principal securitisation and covered bond programmes, together with the balances of the advances subject to these arrangements and the carrying value of the notes in issue at 31 December, are listed below. The notes in issue are reported in note 31.

 

   2016   2015  
                 
   Loans and      Loans and   
   advances    Notes    advances    Notes  
   securitised    in issue    securitised    in issue  
   £m    £m  £m    £m  
Securitisation programmes1       
UK residential mortgages  35,146   17,705   39,154   20,931 
Commercial loans  7,395   8,179   9,345   8,720 
Credit card receivables  7,610   5,723   7,305   5,277 
Dutch residential mortgages  2,033   2,081   1,981   2,044 
PFI/PPP and project finance loans  –   –   305   94 
   52,184   33,688   58,090   37,066 
Less held by the Group      (26,435)      (29,303)
Total securitisation programmes (note 31)      7,253       7,763 
Covered bond programmes                
Residential mortgage-backed  33,881   30,021   43,323   29,697 
Social housing loan-backed  2,087   1,200   2,544   1,700 
   35,968   31,221   45,867   31,397 
Less held by the Group      (700)      (4,197)
Total covered bond programmes (note 31)      30,521       27,200 
Total securitisation and covered bond programmes      37,774       34,963 
1 Includes securitisations utilising a combination of external funding and credit default swaps.

 

Cash deposits of £9,018 million (2015: £8,383 million) which support the debt securities issued by the structured entities, the term advances related to covered bonds and other legal obligations are held by the Group. Additionally, the Group had certain contractual arrangements to provide liquidity facilities to some of these structured entities. At 31 December 2016 these obligations had not been triggered; the maximum exposure under these facilities was £373 million (2015: £381 million).

 

The Group has a number of covered bond programmes, for which Limited Liability Partnerships have been established to ring-fence asset pools and guarantee the covered bonds issued by the Group. At the reporting date the Group had over-collateralised these programmes as set out in the table above to meet the terms of the programmes, to secure the rating of the covered bonds and to provide operational flexibility. From time-to-time, the obligations of the Group to provide collateral may increase due to the formal requirements of the programmes. The Group may also voluntarily contribute collateral to support the ratings of the covered bonds.

 

The Group recognises the full liabilities associated with its securitisation and covered bond programmes within debt securities in issue, although the obligations of the Group are limited to the cash flows generated from the underlying assets. The Group could be required to provide additional support to a number of the securitisation programmes to support the credit ratings of the debt securities issued, in the form of increased cash reserves and the holding of subordinated notes. Further, certain programmes contain contractual obligations that require the Group to repurchase assets should they become credit impaired.

 

The Group has not voluntarily offered to repurchase assets from any of its public securitisation programmes during 2016 (2015: none). Such repurchases are made in order to ensure that the expected maturity dates of the notes issued from these programmes are met.

F-34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 20: STRUCTURED ENTITIES

 

The Group’s interests in structured entities are both consolidated and unconsolidated. Detail of the Group’s interests in consolidated structured entities are set out in: note 19 for securitisations and covered bond vehicles, note 36 for structured entities associated with the Group’s pension schemes, and below in part (A) and (B). Details of the Group’s interests in unconsolidated structured entities are included below in part (C).

 

(A) Asset-backed conduits

 

In addition to the structured entities discussed in note 19, which are used for securitisation and covered bond programmes, the Group sponsors an active asset-backed conduit, Cancara, which invests in client receivables and debt securities. The total consolidated exposure of Cancara at 31 December 2016 was £6,840 million (2015: £7,295 million), comprising £6,684 million of loans and advances (2015: £6,440 million) and £156 million of debt securities (2015: £855 million).

 

All lending assets and debt securities held by the Group in Cancara are restricted in use, as they are held by the collateral agent for the benefit of the commercial paper investors and the liquidity providers only. The Group provides liquidity facilities to Cancara under terms that are usual and customary for standard lending activities in the normal course of the Group’s banking activities. During 2016 there has been a planned drawdown on certain liquidity facilities for balance sheet management purposes, supporting the programme to provide funding alongside the proceeds of the asset-backed commercial paper issuance. The Group could be asked to provide further support under the contractual terms of these arrangements including, for example, if Cancara experienced a shortfall in external funding, which may occur in the event of market disruption. As at 31 December 2015 there had been no drawdowns on these liquidity facilities.

 

The external assets in Cancara are consolidated in the Group’s financial statements.

 

(B) Consolidated collective investment vehicles and limited partnerships

 

The assets and liabilities of the Insurance business held in consolidated collective investment vehicles, such as Open-Ended Investment Companies and limited partnerships, are not directly available for use by the Group. However, the Group’s investment in the majority of these collective investment vehicles is readily realisable. As at 31 December 2016, the total carrying value of these consolidated collective investment vehicle assets and liabilities held by the Group was £75,669 million (2015: £67,122 million).

 

The Group has no contractual arrangements (such as liquidity facilities) that would require it to provide financial or other support to the consolidated collective investment vehicles; the Group has not previously provided such support and has no current intentions to provide such support.

 

(C) Unconsolidated collective investment vehicles and limited partnerships

 

The Group’s direct interests in unconsolidated structured entities comprise investments in collective investment vehicles, such as Open-Ended Investment Companies, and limited partnerships with a total carrying value of £15,611 million at 31 December 2016 (2015: £13,282 million), included within financial assets designated at fair value through profit and loss (see note 15). These investments include both those entities managed by third parties and those managed by the Group. At 31 December 2016, the total asset value of these unconsolidated structured entities, including the portion in which the Group has no interest, was £1,849 billion (2015: £603 billion).

 

The Group’s maximum exposure to loss is equal to the carrying value of the investment. However, the Group’s investments in these entities are primarily held to match policyholder liabilities in the Insurance division and the majority of the risk from a change in the value of the Group’s investment is matched by a change in policyholder liabilities. The collective investment vehicles are primarily financed by investments from investors in the vehicles.

 

During the year the Group has not provided any non-contractual financial or other support to these entities and has no current intention of providing any financial or other support. There were no transfers from/to these unconsolidated collective investment vehicles and limited partnerships.

 

The Group considers itself the sponsor of a structured entity where it is primarily involved in the design and establishment of the structured entity; and further where the Group transfers assets to the structured entity; market products associated with the structured entity in its own name and/or provide guarantees regarding the structured entity’s performance.

 

The Group sponsors a range of diverse investment funds and limited partnerships where it acts as the fund manager or equivalent decision maker and markets the funds under one of the Group’s brands.

 

The Group earns fees from managing the investments of these funds. The investment management fees that the Group earned from these entities, including those in which the Group held no ownership interest at 31 December 2016, are reported in note 6.

 

NOTE 21: ALLOWANCE FOR IMPAIRMENT LOSSES ON LOANS AND RECEIVABLES

 

Critical accounting estimates and judgements

 

The allowance for impairment losses on loans and receivables is management’s best estimate of losses incurred in the portfolio at the balance sheet date. In determining the required level of impairment provisions, the Group uses the output from various statistical models. Management judgement is required to assess the robustness of the outputs from these models and, where necessary, make appropriate adjustments. Impairment allowances are made up of two components, those determined individually and those determined collectively.

 

Individual impairment allowances are generally established against the Group’s commercial lending portfolios. Assets are reviewed on a regular basis and those showing potential or actual vulnerability are placed on a watchlist where greater monitoring is undertaken and any adverse or potentially adverse impact on ability to repay is used in assessing whether an asset should be transferred to a dedicated Business Support Unit. Specific examples of trigger events that could lead to the initial recognition of impairment allowances against lending to corporate borrowers (or the recognition of additional impairment allowances) include (i) trading losses, loss of business or major customer of a borrower; (ii) material breaches of the terms and conditions of a loan facility, including non-payment of interest or principal, or a fall in the value of security such that it is no longer considered adequate; (iii) disappearance of an active market because of financial difficulties; or (iv) restructuring a facility with preferential terms to aid recovery of the lending (such as a debt for equity swap).

 

For such individually identified financial assets, a review is undertaken of the expected future cash flows which requires significant management judgement as to the amount and timing of such cash flows. Where the debt is secured, the assessment reflects the expected cash flows from the

F-35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 21: ALLOWANCE FOR IMPAIRMENT LOSSES ON LOANS AND RECEIVABLES continued

 

realisation of the security, net of costs to realise, whether or not foreclosure or realisation of the collateral is probable. The determination of individual impairment allowances requires the exercise of considerable judgement by management involving matters such as local economic conditions and the resulting trading performance of the customer, and the value of the security held, for which there may not be a readily accessible market. The actual amount of the future cash flows and their timing may differ significantly from the assumptions made for the purposes of determining the impairment allowances and consequently these allowances can be subject to variation as time progresses and the circumstances of the customer become clearer.

 

Collective impairment allowances are generally established for smaller balance homogenous portfolios such as the retail portfolios. For these portfolios the asset is included in a group of financial assets with similar risk characteristics and collectively assessed for impairment. Segmentation takes into account factors such as the type of asset, industry sector, geographical location, collateral type, past-due status and other relevant factors. These characteristics are relevant to the estimation of future cash flows for groups of such assets as they are indicative of the borrower’s ability to pay all amounts due according to the contractual terms of the assets being evaluated.

 

Generally, the impairment trigger used within the impairment calculation for a loan, or group of loans, is when they reach a pre-defined level of delinquency or where the customer is bankrupt. Loans where the Group provides arrangements that forgive a portion of interest or principal are also deemed to be impaired and loans that are originated to refinance currently impaired assets are also defined as impaired.

 

In respect of the Group’s secured mortgage portfolios, the impairment allowance is calculated based on a definition of impaired loans which are those six months or more in arrears (or certain cases where the borrower is bankrupt or is in possession). The estimated cash flows are calculated based on historical experience and are dependent on estimates of the expected value of collateral which takes into account expected future movements in house prices, less costs to sell.

 

For unsecured personal lending portfolios, the impairment trigger is generally when the balance is two or more instalments in arrears or where the customer has exhibited one or more of the impairment characteristics set out above. While the trigger is based on the payment performance or circumstances of each individual asset, the assessment of future cash flows uses historical experience of cohorts of similar portfolios such that the assessment is considered to be collective. Future cash flows are estimated on the basis of the contractual cash flows of the assets in the cohort and historical loss experience for similar assets. The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. The collective impairment allowance is also subject to estimation uncertainty and in particular is sensitive to changes in economic and credit conditions, including the interdependency of house prices, unemployment rates, interest rates, borrowers’ behaviour, and consumer bankruptcy trends. It is, however, inherently difficult to estimate how changes in one or more of these factors might impact the collective impairment allowance.

 

The value of collateral supporting the Group’s UK mortgage portfolio is estimated by applying changes in the house price indices to the original assessed value of the property. Given the relative size of the portfolio, this is a key variable in determining the Group’s impairment charge for loans and receivables. If average house prices were ten per cent lower than those estimated at 31 December 2016, the impairment charge would increase by approximately £190 million in respect of UK mortgages.

 

In addition, the collective provision also includes provision for inherent losses, that is losses that have been incurred but have not been separately identified at the balance sheet date. The loans that are not currently recognised as impaired are grouped into homogenous portfolios by key risk drivers. Risk drivers for secured retail lending include the current indexed loan-to-value, previous mortgage arrears, internal cross-product delinquency data and external credit bureau data; for unsecured retail lending they include whether the account is up-to-date and, if not, the number of payments that have been missed; and for commercial lending they include factors such as observed default rates and loss given default. An assessment is made of the likelihood of assets being impaired at the balance sheet date and being identified subsequently; the length of time taken to identify that an impairment event has occurred is known as the loss emergence period. The loss emergence period is determined by local management for each portfolio and the Group has a range of loss emergence periods which are dependent upon the characteristics of the portfolios. Loss emergence periods are reviewed regularly and updated when appropriate. In general the periods used across the Group vary between one month and twelve months based on historical experience. Unsecured portfolios tend to have shorter loss emergence periods than secured portfolios. This provision is sensitive to changes in the loss emergence period. Management use a significant level of judgement when determining the collective unidentified impairment provision, including the assessment of the level of overall risk existing within particular sectors and the impact of the low interest rate environment on loss emergence periods. In the Commercial Banking division, an increase of one month in the loss emergence period in respect of the loan portfolio assessed for collective unidentified impairment provisions would result in an increase in the collective unidentified impairment provision of approximately £33 million (2015: £36 million).

 

    2016     2015  
    Loans and
advances
to customers
£m		   Debt
securities
 £m		     Total
 £m		     Loans and
advances
to customers
£m		     Debt
securities
£m		     Total
£m		  
At 1 January   3,033   97     3,130     6,414     126     6,540  
Exchange and other adjustments   69   –     69     (246 )   –     (246 )
Disposal of businesses   –   –     –     (82 )   –     (82 )
Advances written off   (2,111)   (22 )   (2,133 )   (4,204 )   (31 )   (4,235 )
Recoveries of advances written off in previous years   861   1     862     764     4     768  
Unwinding of discount   (32)   –     (32 )   (56 )   –     (56 )
Charge (release) to the income statement (note 12)   592   –     592     443     (2 )   441  
At 31 December   2,412   76     2,488     3,033     97     3,130  

 

Of the total allowance in respect of loans and advances to customers, £1,876 million (2015: £2,425 million) related to lending that had been determined to be impaired (either individually or on a collective basis) at the reporting date.

 

Of the total allowance in respect of loans and advances to customers, £1,208 million (2015: £1,170 million) was assessed on a collective basis.

F-36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 22: AVAILABLE-FOR-SALE FINANCIAL ASSETS

 

    2016
£m		     2015
£m		  
Debt securities:            
Government securities   48,714     25,329  
Bank and building society certificates of deposit   142     186  
Asset-backed securities:            
Mortgage-backed securities   108     197  
Other asset-backed securities   317     319  
Corporate and other debt securities   6,030     5,808  
    55,311     31,839  
Equity shares   1,213     1,193  
Total available-for-sale financial assets   56,524     33,032  

 

All assets have been individually assessed for impairment. The criteria used to determine whether an impairment loss has been incurred are disclosed in note 2(H).

 

During 2016 government securities with a fair value at the point of transfer of £22,830 million were reclassified from held-to-maturity investments, (see note 1).

 

NOTE 23: GOODWILL

 

    2016     2015  
    £m     £m  
At 1 January and 31 December   2,016     2,016  
Cost1   2,362     2,362  
Accumulated impairment losses   (346 )   (346 )
At 31 December   2,016     2,016  

 

1For acquisitions made prior to 1 January 2004, the date of transition to IFRS, cost is included net of amounts amortised up to 31 December 2003.

 

The goodwill held in the Group’s balance sheet is tested at least annually for impairment. For the purposes of impairment testing the goodwill is allocated to the appropriate cash generating unit; of the total balance of £2,016 million (2015: £2,016 million), £1,836 million, or 91 per cent of the total (2015: £1,836 million, 91 per cent of the total) has been allocated to Scottish Widows in the Group’s Insurance division and £170 million, or 8 per cent of the total (2015: £170 million, 8 per cent of the total) to Motor Finance in the Group’s Consumer Finance division.

 

The recoverable amount of the goodwill relating to Scottish Widows has been based on a value-in-use calculation. The calculation uses pre-tax projections of future cash flows based upon budgets and plans approved by management covering a five-year period, the related run-off of existing business in force and a discount rate of 10 per cent. The budgets and plans are based upon past experience adjusted to take into account anticipated changes in sales volumes, product mix and margins having regard to expected market conditions and competitor activity. The discount rate is determined with reference to internal measures and available industry information. New business cash flows beyond the five-year period have been extrapolated using a steady 3 per cent growth rate which does not exceed the long-term average growth rate for the life assurance market. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of Scottish Widows to fall below its balance sheet carrying value.

 

The recoverable amount of the goodwill relating to Motor Finance has also been based on a value-in-use calculation using pre-tax cash flow projections based on financial budgets and plans approved by management covering a five-year period and a discount rate of 14 per cent. The cash flows beyond the five-year period are extrapolated using a growth rate of 0.5 per cent which does not exceed the long-term average growth rates for the markets in which Motor Finance participates. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of Motor Finance to fall below the balance sheet carrying value.

F-37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 24: VALUE OF IN-FORCE BUSINESS

 

Critical accounting estimates and judgements

 

The value of in-force business asset (2016: £4,702 million; 2015: £4,219 million) represents the present value of future profits expected to arise from the portfolio of in-force life insurance and participating investment contracts. The valuation of this asset requires assumptions to be made about future economic and operating conditions which are inherently uncertain and changes could significantly affect the value attributed to this asset. The methodology used to value this asset and the key assumptions that have been made in determining the carrying value of the value of in-force business asset at 31 December 2016 are set out below.

 

Key assumptions

 

The principal features of the methodology and process used for determining key assumptions used in the calculation of the value of in-force business are set out below:

 

ECONOMIC ASSUMPTIONS

 

Each cash flow is valued using the discount rate consistent with that applied to such a cash flow in the capital markets. In practice, to achieve the same result, where the cash flows are either independent of or move linearly with market movements, a method has been applied known as the ‘certainty equivalent’ approach whereby it is assumed that all assets earn a risk-free rate and all cash flows are discounted at a risk-free rate. The certainty equivalent approach covers all investment assets relating to insurance and participating investment contracts, other than the annuity business (where an illiquidity premium is included, see below).

 

A market-consistent approach has been adopted for the valuation of financial options and guarantees, using a stochastic option pricing technique calibrated to be consistent with the market price of relevant options at each valuation date. Further information on options and guarantees can be found in note 32.

 

The liabilities in respect of the Group’s UK annuity business are matched by a portfolio of fixed interest securities, including a large proportion of corporate bonds and illiquid loan assets. The value of the in-force business asset for UK annuity business has been calculated after taking into account an estimate of the market premium for illiquidity in respect of corporate bond holdings and relevant illiquid loan assets. In determining the market premium for illiquidity, we consider a range of inputs which reflect actual asset allocation and relevant observable market data. The illiquidity premium is estimated to be 138 basis points at 31 December 2016 (2015: range of 85 to 144 basis points).

 

The risk-free rate is derived from the relevant swap curve with a deduction for credit risk.

 

The table below shows the resulting range of yields and other key assumptions at 31 December:

 

    2016
%		   2015
%		  
Risk-free rate (value of in-force non-annuity business)1   0.00 to 4.20   0.00 to 4.20  
Risk-free rate (value of in-force annuity business)1   1.38 to 5.58   0.85 to 5.64  
Risk-free rate (financial options and guarantees)1   0.00 to 4.20   0.00 to 2.54  
Retail price inflation   3.50   3.27  
Expense inflation   3.73   3.65  

 

1All risk-free rates are quoted as the range of rates implied by the relevant swap curve.

 

NON-MARKET RISK

 

An allowance for non-market risk is made through the choice of best estimate assumptions based upon experience, which generally will give the mean expected financial outcome for shareholders and hence no further allowance for non-market risk is required. However, in the case of operational risk, reinsurer default and the with-profit funds these can be asymmetric in the range of potential outcomes for which an explicit allowance is made.

 

NON-ECONOMIC ASSUMPTIONS

 

Future mortality, morbidity, expenses, lapse and paid-up rate assumptions are reviewed each year and are based on an analysis of past experience and on management’s view of future experience. Further information on these assumptions is given in note 32 and the effect of changes in key assumptions is given in note 33.

 

The gross value of in-force business asset in the consolidated balance sheet is as follows:

 

    2016
£m		   2015
£m		  
Acquired value of in-force non-participating investment contracts   340   377  
Value of in-force insurance and participating investment contracts   4,702   4,219  
Total value of in-force business   5,042   4,596  

 

The movement in the acquired value of in-force non-participating investment contracts over the year is as follows:

 

   2016
£m		  2015
£m		 
At 1 January  377  418 
Amortisation taken to income statement (note 11)  (37) (41)
At 31 December  340  377 

 

The acquired value of in-force non-participating investment contracts includes £206 million (2015: £228 million) in relation to OEIC business.

F-38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 24: VALUE OF IN-FORCE BUSINESS continued

 

The movement in the value of in-force insurance and participating investment contracts over the year is as follows:

 

   2016
£m		   2015
£m		 
At 1 January  4,219   4,446 
Exchange and other adjustments  11   (5)
Movements in the year:        
New business  428   454 
Existing business:        
Expected return  (210)  (365)
Experience variances  (137)  (130)
Assumption changes  127   (209)
Economic variance  264   88 
Movement in the value of in-force business taken to income statement (note 9)  472   (162)
Disposal of businesses  –   (60)
At 31 December  4,702   4,219 

 

This breakdown shows the movement in the value of in-force business only, and does not represent the full contribution that each item in the breakdown contributes to profit before tax. This will also contain changes in the other assets and liabilities, including the effects of changes in assumptions used to value the liabilities, of the relevant businesses. The presentation of economic variance includes the impact of financial market conditions being different at the end of the reporting period from those included in assumptions used to calculate new and existing business returns.

 

NOTE 25: OTHER INTANGIBLE ASSETS

 

   Brands
£m		  Core deposit
intangible
£m		  Purchased
credit card
relationships
£m		  Customer-
related
intangibles
£m		   Capitalised
software
enhancements
£m		    Total
£m		 
Cost:                      
At 1 January 2015  596  2,770  315  538   1,509    5,728 
Additions  –  –  –  –   306    306 
Disposals  –  –  –  –   (1)   (1)
At 31 December 2015  596  2,770  315  538   1,814    6,033 
Additions  –  –  –  –   463    463 
Disposals  –  –  –  –   (110)   (110)
At 31 December 2016  596  2,770  315  538   2,167    6,386 
Accumulated amortisation:                      
At 1 January 2015  128  2,160  305  456   609    3,658 
Charge for the year  21  300  4  16   196    537 
Disposals  –  –  –  –   –    – 
At 31 December 2015  149  2,460  309  472   805    4,195 
Charge for the year  22  297  2  27   234    582 
Disposals  –  –  –  –   (72)   (72)
At 31 December 2016  171  2,757  311  499   967    4,705 
Balance sheet amount at 31 December 2016  425  13  4  39   1,200    1,681 
Balance sheet amount at 31 December 2015  447  310  6  66   1,009    1,838 

 

Included within brands above are assets of £380 million (31 December 2015: £380 million) that have been determined to have indefinite useful lives and are not amortised. These brands use the Bank of Scotland name which has been in existence for over 300 years. These brands are well established financial services brands and there are no indications that they should not have an indefinite useful life.

 

The core deposit intangible is the benefit derived from a large stable deposit base that has low interest rates, and the balance sheet amount at 31 December 2016 shown above will become fully amortised during 2017.

 

The purchased credit card relationships represent the benefit of recurring income generated from the portfolio of credit cards purchased.

 

The customer-related intangibles include customer lists and the benefits of customer relationships that generate recurring income.

 

Capitalised software enhancements principally comprise identifiable and directly associated internal staff and other costs.

F-39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 26: PROPERTY, PLANT AND EQUIPMENT

 

    Investment
properties
£m		    Premises
£m		    Equipment
£m		    Operating
lease assets
£m		    Total
£m		 
Cost or valuation:                         
At 1 January 2015   4,492    2,893    4,643    4,605    16,633 
Exchange and other adjustments   (5)   –    –    23    18 
Additions   –    141    1,071    1,702    2,914 
Expenditure on investment properties (see below)   272    –    –    –    272 
Change in fair value of investment properties (note 7)   416    –    –    –    416 
Disposals   (814)   (172)   (281)   (1,307)   (2,574)
Disposal of businesses   –    (273)   (167)   –    (440)
At 31 December 2015   4,361    2,589    5,266    5,023    17,239 
Exchange and other adjustments   13    2    6    112    133 
Additions   –    59    806    2,088    2,953 
Expenditure on investment properties (see below)   344    –    –    –    344 
Change in fair value of investment properties (note 7)   (83)   –    –    –    (83)
Disposals   (871)   (100)   (113)   (1,017)   (2,101)
At 31 December 2016   3,764    2,550    5,965    6,206    18,485 
Accumulated depreciation and impairment:                         
At 1 January 2015   –    1,374    1,883    832    4,089 
Exchange and other adjustments   –    9    (2)   7    14 
Depreciation charge for the year   –    116    588    830    1,534 
Disposals   –    (90)   (245)   (752)   (1,087)
Disposal of businesses   –    (162)   (128)   –    (290)
At 31 December 2015   –    1,247    2,096    917    4,260 
Exchange and other adjustments   –    (1)   (8)   49    40 
Depreciation charge for the year   –    136    672    953    1,761 
Disposals   –    (49)   (89)   (410)   (548)
At 31 December 2016   –    1,333    2,671    1,509    5,513 
Balance sheet amount at 31 December 2016   3,764    1,217    3,294    4,697    12,972 
Balance sheet amount at 31 December 2015   4,361    1,342    3,170    4,106    12,979 

 

Expenditure on investment properties is comprised as follows:

 

    2016
£m		   2015
£m		  
Acquisitions of new properties   251   165  
Additional expenditure on existing properties   93   107  
    344   272  

 

Rental income of £229 million (2015: £268 million) and direct operating expenses arising from properties that generate rental income of £26 million (2015: £27 million) have been recognised in the income statement.

 

Capital expenditure in respect of investment properties which had been contracted for but not recognised in the financial statements was £65 million (2015: £37 million).

 

The table above analyses movements in investment properties, all of which are categorised as level 3. See note 49 for details of levels in the fair value hierarchy.

 

At 31 December the future minimum rentals receivable under non-cancellable operating leases were as follows:

 

    2016
£m		   2015
£m		  
Receivable within 1 year   1,120   1,003  
1 to 5 years   1,373   1,163  
Over 5 years   347   172  
Total future minimum rentals receivable   2,840   2,338  

 

Equipment leased to customers under operating leases primarily relates to vehicle contract hire arrangements. During 2015 and 2016 no contingent rentals in respect of operating leases were recognised in the income statement.

 

In addition, total future minimum sub-lease income of £109 million at 31 December 2016 (£72 million at 31 December 2015) is expected to be received under non-cancellable sub-leases of the Group’s premises.

F-40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 27: OTHER ASSETS

 

   2016
£m		   2015
£m		 
Assets arising from reinsurance contracts held (notes 32 and 34)   714    675 
Deferred acquisition and origination costs   81    106 
Settlement balances   700    264 
Corporate pension asset   6,645    7,725 
Investments in joint ventures and associates   59    47 
Other assets and prepayments   4,556    5,047 
Total other assets   12,755    13,864 

 

NOTE 28: DEPOSITS FROM BANKS

 

   2016
£m		   2015
£m		 
Liabilities in respect of securities sold under repurchase agreements   7,279    7,061 
Other deposits from banks   9,105    9,864 
Deposits from banks   16,384    16,925 

 

For amounts included above which are subject to repurchase agreements see note 52.

 

NOTE 29: CUSTOMER DEPOSITS

 

   2016
£m		   2015
£m		 
Non-interest bearing current accounts   61,804    48,518 
Interest bearing current accounts   90,978    85,491 
Savings and investment accounts   208,227    224,137 
Liabilities in respect of securities sold under repurchase agreements   2,462    – 
Other customer deposits   51,989    60,180 
Customer deposits   415,460    418,326 

 

For amounts included above which are subject to repurchase agreements, see note 52.

 

Included in the amounts reported above are deposits of £219,106 million (2015: £230,110 million) which are protected under the UK Financial Services Compensation Scheme.

 

NOTE 30: TRADING AND OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

 

   2016
£m		   2015
£m		 
Liabilities held at fair value through profit or loss   9,425    7,879 
Trading liabilities:          
Liabilities in respect of securities sold under repurchase agreements    42,067    38,431 
Other deposits   530    1,113 
Short positions in securities   2,482    4,440 
    45,079    43,984 
Trading and other financial liabilities at fair value through profit or loss   54,504    51,863 

 

Liabilities designated at fair value through profit or loss primarily represent debt securities in issue which either contain substantive embedded derivatives which would otherwise need to be recognised and measured at fair value separately from the related debt securities, or which are accounted for at fair value to significantly reduce an accounting mismatch.

 

The amount contractually payable on maturity of the debt securities held at fair value through profit or loss at 31 December 2016 was £16,079 million, which was £6,656 million higher than the balance sheet carrying value (2015: £12,034 million, which was £4,156 million higher than the balance sheet carrying value). At 31 December 2016 there was a cumulative £95 million increase in the fair value of these liabilities attributable to changes in credit spread risk; this is determined by reference to the quoted credit spreads of Lloyds Bank plc, the issuing entity within the Group. Of the cumulative amount an increase of £28 million arose in 2016 and a decrease of £114 million arose in 2015.

 

For the fair value of collateral pledged in respect of repurchase agreements see note 52.

F-41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 31: DEBT SECURITIES IN ISSUE

 

   2016
£m		   2015
£m		 
Medium-term notes issued   27,182    29,329 
Covered bonds (note 19)   30,521    27,200 
Certificates of deposit issued   8,077    11,101 
Securitisation notes (note 19)   7,253    7,763 
Commercial paper   3,281    6,663 
Total debt securities in issue   76,314    82,056 

 

NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS

 

Insurance contract and participating investment contract liabilities are comprised as follows:

 

   2016   2015 
   Gross
£m		   Reinsurance1
£m		   Net
£m		   Gross
£m		   Reinsurance1
£m		   Net
£m		 
Life insurance (see (1) below):                              
Insurance contracts   79,793    (671)   79,122    66,122    (629)   65,493 
Participating investment contracts   13,984    –    13,984    13,460    –    13,460 
    93,777    (671)   93,106    79,582    (629)   78,953 
Non-life insurance contracts (see (2) below):                              
Unearned premiums   404    (14)   390    461    (12)   449 
Claims outstanding   209    –    209    251    –    251 
    613    (14)   599    712    (12)   700 
Total   94,390    (685)   93,705    80,294    (641)   79,653 

 

1Reinsurance balances are reported within other assets (note 27).

 

(1) Life insurance

 

The movement in life insurance contract and participating investment contract liabilities over the year can be analysed as follows:

 

   Insurance
contracts
£m		   Participating
investment
contracts
£m		   Gross
£m		   Reinsurance
£m		   Net
£m		 
At 1 January 2015   72,168    14,102    86,270    (636)   85,634 
New business   2,422    28    2,450    (4)   2,446 
Changes in existing business   (4,681)   (667)   (5,348)   11    (5,337)
Change in liabilities charged to the income statement (note 10)   (2,259)   (639)   (2,898)   7    (2,891)
Exchange and other adjustments   39    (1)   38    –    38 
Disposal of businesses   (3,826)   (2)   (3,828)   –    (3,828)
At 31 December 2015   66,122    13,460    79,582    (629)   78,953 
New business   4,422    28    4,450    (5)   4,445 
Changes in existing business   9,214    496    9,710    (37)   9,673 
Change in liabilities charged to the income statement (note 10)   13,636    524    14,160    (42)   14,118 
Exchange and other adjustments   35    –    35    –    35 
At 31 December 2016   79,793    13,984    93,777    (671)   93,106 

F-42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS continued

 

Liabilities for insurance contracts and participating investment contracts can be split into with-profit fund liabilities, accounted for using the PRA’s realistic capital regime (realistic liabilities) and non-profit fund liabilities, accounted for using a prospective actuarial discounted cash flow methodology, as follows:

 

   2016   2015 
   With-profit
fund
 £m		   Non-profit
fund
£m		   Total
£m		   With-profit
fund
£m		   Non-profit
fund
£m		   Total
£m		 
Insurance contracts   9,147    70,646    79,793    9,023    57,099    66,122 
Participating investment contracts   8,860    5,124    13,984    9,341    4,119    13,460 
Total   18,007    75,770    93,777    18,364    61,218    79,582 

 

WITH-PROFIT FUND REALISTIC LIABILITIES

 

(I) BUSINESS DESCRIPTION

 

Scottish Widows Limited has the only with-profit funds within the Group. The primary purpose of the conventional and unitised business written in the with-profit funds is to provide a smoothed investment vehicle to policyholders, protecting them against short-term market fluctuations. Payouts may be subject to a guaranteed minimum payout if certain policy conditions are met. With-profit policyholders are entitled to at least 90 per cent of the distributed profits, with the shareholders receiving the balance. The policyholders are also usually insured against death and the policy may carry a guaranteed annuity option at retirement.

 

(II) METHOD OF CALCULATION OF LIABILITIES

 

With-profit liabilities are stated at their realistic value, the main components of which are:

 

– With–profit benefit reserve, the total asset shares for with-profit policies;
   
– Cost of options and guarantees (including guaranteed annuity options);
   
– Deductions levied against asset shares;
   
– Planned enhancements to with-profits benefits reserve; and
   
– Impact of the smoothing policy.

 

(III) ASSUMPTIONS

 

Key assumptions used in the calculation of with-profit liabilities, and the processes for determining these, are:

 

INVESTMENT RETURNS AND DISCOUNT RATES

 

With-profit fund liabilities are valued on a market-consistent basis, achieved by the use of a valuation model which values liabilities on a basis calibrated to tradable market option contracts and other observable market data. The with-profit fund financial options and guarantees are valued using a stochastic simulation model where all assets are assumed to earn, on average, the risk-free yield and all cash flows are discounted using the risk-free yield. The risk-free yield is defined as the spot yield derived from the relevant swap curve, adjusted for credit risk. Further information on significant options and guarantees is given below.

 

GUARANTEED ANNUITY OPTION TAKE-UP RATES

 

Certain pension contracts contain guaranteed annuity options that allow the policyholder to take an annuity benefit on retirement at annuity rates that were guaranteed at the outset of the contract. For contracts that contain such options, key assumptions in determining the cost of options are economic conditions in which the option has value, mortality rates and take up rates of other options. The financial impact is dependent on the value of corresponding investments, interest rates and longevity at the time of the claim.

 

INVESTMENT VOLATILITY

 

The calibration of the stochastic simulation model uses implied volatilities of derivatives where possible, or historical volatility where it is not possible to observe meaningful prices.

 

MORTALITY

 

The mortality assumptions, including allowances for improvements in longevity for annuitants, are set with regard to the Group’s actual experience where this is significant, and relevant industry data otherwise.

 

LAPSE RATES (PERSISTENCY)

 

Lapse rates refer to the rate of policy termination or the rate at which policyholders stop paying regular premiums due under the contract.

 

Historical persistency experience is analysed using statistical techniques. As experience can vary considerably between different product types and for contracts that have been in force for different periods, the data is broken down into broadly homogenous groups for the purposes of this analysis.

 

The most recent experience is considered along with the results of previous analyses and management’s views on future experience, taking into consideration potential changes in future experience that may result from guarantees and options becoming more valuable under adverse market conditions, in order to determine a ‘best estimate’ view of what persistency will be. In determining this best estimate view a number of factors are considered, including the credibility of the results (which will be affected by the volume of data available), any exceptional events that have occurred during the period under consideration, any known or expected trends in underlying data and relevant published market data.

F-43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS continued

 

(IV) OPTIONS AND GUARANTEES WITHIN THE WITH-PROFIT FUNDS

 

The most significant options and guarantees provided from within the With-Profit Funds are in respect of guaranteed minimum cash benefits on death, maturity, retirement or certain policy anniversaries, and guaranteed annuity options on retirement for certain pension policies.

 

For those policies written in Scottish Widows pre-demutualisation containing potentially valuable options and guarantees, under the terms of the Scheme a separate memorandum account was set up, within the With-Profit Fund originally held in Scottish Widows plc and subsequently transferred into Scottish Widows Limited, called the Additional Account which is available, inter alia, to meet any additional costs of providing guaranteed benefits in respect of those policies. The Additional Account had a value at 31 December 2016 of £2.7 billion (2015: £2.5 billion). The eventual cost of providing benefits on policies written both pre and post demutualisation is dependent upon a large number of variables, including future interest rates and equity values, demographic factors, such as mortality, and the proportion of policyholders who seek to exercise their options. The ultimate cost will therefore not be known for many years.

 

As noted above, the liabilities of the With-Profit Funds are valued using a market-consistent stochastic simulation model which places a value on the options and guarantees which captures both their intrinsic value and their time value.

 

The most significant economic assumptions included in the model are risk-free yield and investment volatility.

 

NON-PROFIT FUND LIABILITIES

 

(I) BUSINESS DESCRIPTION

 

The Group principally writes the following types of life insurance contracts within its non-profit funds. Shareholder profits on these types of business arise from management fees and other policy charges.

 

Unit-linked business – This includes unit-linked pensions and unit-linked bonds, the primary purpose of which is to provide an investment vehicle where the policyholder is also insured against death.

 

Life insurance – The policyholder is insured against death or permanent disability, usually for predetermined amounts. Such business includes whole of life and term assurance and long-term creditor policies.

 

Annuities – The policyholder is entitled to payments for the duration of their life and is therefore insured against surviving longer than expected.

 

(II) METHOD OF CALCULATION OF LIABILITIES

 

The non-profit fund liabilities are determined on the basis of recognised actuarial methods and involve estimating future policy cash flows over the duration of the in-force book of policies, and discounting the cash flows back to the valuation date allowing for probabilities of occurrence.

 

(III) ASSUMPTIONS

 

Generally, assumptions used to value non-profit fund liabilities are prudent in nature and therefore contain a margin for adverse deviation. This margin for adverse deviation is based on management’s judgement and reflects management’s views on the inherent level of uncertainty. The key assumptions used in the measurement of non-profit fund liabilities are:

 

INTEREST RATES

 

The rates of interest used are determined by reference to a number of factors including the redemption yields on fixed interest assets at the valuation date.

 

Margins for risk are allowed for in the assumed interest rates. These are derived from the limits in the guidelines set by local regulatory bodies, including reductions made to the available yields to allow for default risk based upon the credit rating of the securities allocated to the insurance liability.

 

MORTALITY AND MORBIDITY

 

The mortality and morbidity assumptions, including allowances for improvements in longevity for annuitants, are set with regard to the Group’s actual experience where this provides a reliable basis, and relevant industry data otherwise, and include a margin for adverse deviation.

 

LAPSE RATES (PERSISTENCY)

 

Lapse rates are allowed for on some non-profit fund contracts. The process for setting these rates is as described for with-profit liabilities, however a prudent scenario is assumed by the inclusion of a margin for adverse deviation within the non-profit fund liabilities.

 

MAINTENANCE EXPENSES

 

Allowance is made for future policy costs explicitly. Expenses are determined by reference to an internal analysis of current and expected future costs plus a margin for adverse deviation. Explicit allowance is made for future expense inflation.

 

KEY CHANGES IN ASSUMPTIONS

 

A detailed review of the Group’s assumptions in 2016 resulted in the following key impacts on profit before tax:

 

– Change in persistency assumptions (£48 million decrease).
   
– Change in the assumption in respect of current and future mortality and morbidity rates (£194 million increase).
   
– Change in expenses assumptions (£109 million decrease).

 

These amounts include the impacts of movements in liabilities and value of the in-force business in respect of insurance contracts and participating investment contracts.

F-44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS continued

 

(IV) OPTIONS AND GUARANTEES OUTSIDE THE WITH-PROFIT FUNDS

 

A number of typical guarantees are provided outside the With-Profit Funds such as guaranteed payments on death (e.g. term assurance) or guaranteed income for life (e.g. annuities). In addition, certain personal pension policyholders in Scottish Widows, for whom reinstatement to their occupational pension scheme was not an option, have been given a guarantee that their pension and other benefits will correspond in value to the benefits of the relevant occupational pension scheme. The key assumptions affecting the ultimate value of the guarantee are future salary growth, gilt yields at retirement, annuitant mortality at retirement, marital status at retirement and future investment returns. There is currently a provision, calculated on a deterministic basis, of £82 million (2015: £68 million) in respect of those guarantees.

 

(2) Non-life insurance

 

For non-life insurance contracts, the methodology and assumptions used in relation to determining the bases of the earned premium and claims provisioning levels are derived for each individual underwritten product. Assumptions are intended to be neutral estimates of the most likely or expected outcome. There has been no significant change in the assumptions and methodologies used for setting reserves.

 

The movements in non-life insurance contract liabilities and reinsurance assets over the year have been as follows:

 

   2016
£m		   2015
£m		 
Provisions for unearned premiums          
Gross provision at 1 January   461    424 
Increase in the year   827    934 
Release in the year   (884)   (897)
Change in provision for unearned premiums charged to income statement   (57)   37 
Gross provision at 31 December   404    461 
Reinsurers’ share   (14)   (12)
Net provision at 31 December   390    449 

 

These provisions represent the liability for short-term insurance contracts for which the Group’s obligations are not expired at the year end.

 

   2016
£m		   2015
£m		 
Claims outstanding          
Gross claims outstanding at 1 January   251    224 
Cash paid for claims settled in the year   (408)   (343)
Increase/(decrease) in liabilities1   366    370 
Change in liabilities charged to the income statement   (42)   27 
Gross claims outstanding at 31 December   209    251 
Reinsurers’ share   –    – 
Net claims outstanding at 31 December   209    251 
Notified claims   122    117 
Incurred but not reported   87    134 
Net claims outstanding at 31 December   209    251 

 

1 Of which an increase of £363 million (2015: £393 million) was in respect of current year claims and an increase of £3 million (2015: decrease of £23 million) was in respect of prior year claims.
F-45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 33: LIFE INSURANCE SENSITIVITY ANALYSIS

 

Critical accounting estimates and judgements

 

Elements of the valuations of liabilities arising from insurance contracts and participating investment contracts require assumptions to be made about future investment returns, future mortality rates and future policyholder behaviour and are subject to significant management judgement and estimation uncertainty. The methodology used to value these liabilities and the key assumptions that have been made in determining their carrying value are set out in note 32.

 

The following table demonstrates the effect of reasonably possible changes in key assumptions on profit before tax and equity disclosed in these financial statements assuming that the other assumptions remain unchanged. In practice this is unlikely to occur, and changes in some assumptions may be correlated. These amounts include movements in assets, liabilities and the value of the in-force business in respect of insurance contracts and participating investment contracts. The impact is shown in one direction but can be assumed to be reasonably symmetrical.

 

        
      2016   2015 
   Change in
variable		  Increase
(reduction)
in profit
before tax
£m		   Increase
(reduction)
in equity
£m		   Increase
(reduction)
in profit
before tax
£m		   Increase
(reduction)
in equity
£m		 
Non-annuitant mortality and morbidity1  5% reduction   25    21    32    26 
Annuitant mortality2  5% reduction   (287)   (238)   (190)   (156)
Lapse rates3  10% reduction   48    40    85    70 
Future maintenance and investment expenses4  10% reduction   318    264    231    190 
Risk-free rate5  0.25% reduction   (74)   (62)   (44)   (37)
Guaranteed annuity option take up6  5% addition   (12)   (10)   2    2 
Equity investment volatility7  1% addition   (10)   (8)   (7)   (5)
Widening of credit default spreads on corporate bonds8  0.25% addition   (200)   (166)   (183)   (151)
Increase in illiquidity premia9  0.10% addition   152    126    120    98 

 

Assumptions have been flexed on the basis used to calculate the value of in-force business and the realistic and statutory reserving bases.

 

1 This sensitivity shows the impact of reducing mortality and morbidity rates on non-annuity business to 95 per cent of the expected rate.
   
2 This sensitivity shows the impact on the annuity and deferred annuity business of reducing mortality rates to 95 per cent of the expected rate.
   
3 This sensitivity shows the impact of reducing lapse and surrender rates to 90 per cent of the expected rate.
   
4 This sensitivity shows the impact of reducing maintenance expenses and investment expenses to 90 per cent of the expected rate.
   
5 This sensitivity shows the impact on the value of in-force business, financial options and guarantee costs, statutory reserves and asset values of reducing the risk-free rate by 25 basis points.
   
6 This sensitivity shows the impact of a flat 5 per cent addition to the expected rate.
   
7 This sensitivity shows the impact of a flat 1 per cent addition to the expected rate.
   
8 This sensitivity shows the impact of a 25 basis point increase in credit default spreads on corporate bonds and the corresponding reduction in market values. Swap curves, the risk-free rate and illiquidity premia are all assumed to be unchanged.
   
9 This sensitivity shows the impact of a 10 basis point increase in the allowance for illiquidity premia. It assumes the overall spreads on assets are unchanged and hence market values are unchanged. Swap curves and the non-annuity risk-free rate are both assumed to be unchanged. The increased illiquidity premium increases the annuity risk-free rate.

 

NOTE 34: LIABILITIES ARISING FROM NON-PARTICIPATING INVESTMENT CONTRACTS

 

The movement in liabilities arising from non-participating investment contracts may be analysed as follows:

 

   2016
£m		   2015
£m		 
At 1 January   22,777    27,248 
New business   560    539 
Changes in existing business   (3,225)   (4,461)
Disposal of businesses   –    (549)
At 31 December   20,112    22,777 

 

The balances above are shown gross of reinsurance. As at 31 December 2016, related reinsurance balances were £29 million (2015: £34 million); reinsurance balances are reported within other assets (note 27). Liabilities arising from non-participating investment contracts are categorised as level 2. See note 49 for details of levels in the fair value hierarchy.

F-46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 35: OTHER LIABILITIES

 

   2016
£m		   2015
£m		 
Settlement balances   706    467 
Unitholders’ interest in Open Ended Investment Companies   22,947    22,621 
Unallocated surplus within insurance businesses   243    257 
Other creditors and accruals   5,297    6,316 
Total other liabilities   29,193    29,661 

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS

 

   2016
£m		   2015
£m		   2014
£m		 
Charge to the income statement               
Past service (credits) charges 1   –    –    (822)
Other   279    307    334 
Defined benefit pension schemes   279    307    (488)
Other post-retirement benefit schemes   8    8    10 
Total defined benefit schemes   287    315    (478)
Defined contribution pension schemes   268    233    252 
Total charge (credit) to the income statement (note 11)   555    548    (226)

 

1 On 11 March 2014 the Group announced a change to its defined benefit pension schemes, revising the existing cap on the increases in pensionable pay used in calculating the pension benefit, from 2 per cent to nil with effect from 2 April 2014. The effect of this change was to reduce the Group’s retirement benefit obligations recognised on the balance sheet by £843 million with a corresponding curtailment gain recognised in the income statement. This was partly offset by a charge of £21 million following changes to pension arrangements for staff within the TSB business.

 

   2016
£m		   2015
£m		 
Amounts recognised in the balance sheet          
Retirement benefit assets   342    901 
Retirement benefit obligations   (822)   (365)
Total amounts recognised in the balance sheet   (480)   536 
           
The total amount recognised in the balance sheet relates to:          
           
    2016
£m		    2015
£m		 
Defined benefit pension schemes   (244)   736 
Other post-retirement benefit schemes   (236)   (200)
Total amounts recognised in the balance sheet   (480)   536 
F-47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

Pension schemes

 

DEFINED BENEFIT SCHEMES

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The value of the Group’s defined benefit pension schemes’ liabilities requires management to make a number of assumptions. The key areas of estimation uncertainty are the discount rate applied to future cash flows and the expected lifetime of the schemes’ members. The discount rate is required to be set with reference to market yields at the end of the reporting period on high quality corporate bonds in the currency and with a term consistent with the defined benefit pension schemes’ obligations. The average duration of the schemes’ obligations is approximately 20 years. The market for bonds with a similar duration is illiquid and, as a result, significant management judgement is required to determine an appropriate yield curve on which to base the discount rate. The cost of the benefits payable by the schemes will also depend upon the life expectancy of the members. The Group considers latest market practice and actual experience in determining the appropriate assumptions for both current mortality expectations and the rate of future mortality improvement. Given the advances in medical science in recent years, it is uncertain whether this rate of improvement will be sustained going forward and, as a result, actual experience may differ from current expectations. The effect on the net accounting surplus or deficit and on the pension charge in the Group’s income statement of changes to the principal actuarial assumptions is set out in (iii) below.

 

(I) CHARACTERISTICS OF AND RISKS ASSOCIATED WITH THE GROUP’S SCHEMES

 

The Group has established a number of defined benefit pension schemes in the UK and overseas. All significant schemes are based in the UK, with the three most significant being the defined benefit sections of the Lloyds Bank Pension Schemes No’s 1 and 2 and the HBOS Final Salary Pension Scheme. These schemes provide retirement benefits calculated as a percentage of final pensionable salary depending upon the length of service; the minimum retirement age under the rules of the schemes at 31 December 2016 is generally 55 although certain categories of member are deemed to have a contractual right to retire at 50.

 

The Group operates a number of funded and unfunded pension arrangements, the majority, including the three most significant schemes, are funded schemes in the UK. All these schemes are operated as separate legal entities under trust law by the trustees and are in compliance with the Pensions Act 2004. A valuation exercise is carried out for each scheme at least every three years, whereby scheme assets are measured at market value and liabilities (technical provisions) are measured using prudent assumptions. If a deficit is identified a recovery plan is agreed between the Group and the scheme Trustee and sent to the Pensions Regulator for review. The Group has not provided for these deficit contributions as the future economic benefits arising from these contributions are expected to be available to the Group. The Group’s overseas defined benefit pension schemes are subject to local regulatory arrangements.

 

The latest full valuations of the three main schemes were carried out as at 30 June 2014; the results have been updated to 31 December 2016 by qualified independent actuaries. The last full valuations of other Group schemes were carried out on a number of different dates; these have been updated to 31 December 2016 by qualified independent actuaries.

 

During 2009, the Group made one-off contributions to the Lloyds Bank Pension Scheme No 1 and Lloyds Bank Pension Scheme No 2 in the form of interests in limited liability partnerships for each of the two schemes which hold assets to provide security for the Group’s obligations to the two schemes. At 31 December 2016, the limited liability partnerships held assets of approximately £5.4 billion. The limited liability partnerships are consolidated fully in the Group’s balance sheet.

 

The Group has also established three private limited companies which hold assets to provide security for the Group’s obligations to the HBOS Final Salary Pension Scheme, a section of the Lloyds Bank Pension Scheme No 1 and the Lloyds Bank Offshore Pension Scheme. At 31 December 2016 these held assets of approximately £4.8 billion in aggregate. The private limited companies are consolidated fully in the Group’s balance sheet. The terms of these arrangements require the Group to maintain assets in these vehicles to agreed minimum values in order to secure obligations owed to the relevant Group pension schemes. The Group has satisfied this requirement during 2016.

 

The Group currently expects to pay contributions of approximately £575 million to its defined benefit schemes in 2017.

 

The responsibility for the governance of the Group’s funded defined benefit pension schemes lies with the Pension Trustees. Each of the Group’s funded UK defined benefit pension schemes are managed by a Trustee Board (the Trustee) whose role is to ensure that their Scheme is administered in accordance with the Scheme rules and relevant legislation, and to safeguard the assets in the best interests of all members and beneficiaries. The Trustee is solely responsible for setting investment policy and for agreeing funding requirements with the employer through the triennial valuation process. The Board of Trustees must be composed of representatives of the Company and plan participants in accordance with the Scheme’s regulations.

F-48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

(II) AMOUNTS IN THE FINANCIAL STATEMENTS

 

   2016
£m		   2015
£m		 
Amount included in the balance sheet          
Present value of funded obligations   (45,822)   (36,903)
Fair value of scheme assets   45,578    37,639 
Net amount recognised in the balance sheet   (244)   736 
    2016
£m		    2015
£m		 
Net amount recognised in the balance sheet          
At 1 January   736    890 
Net defined benefit pension charge   (279)   (307)
Actuarial (losses) gains on defined benefit obligation   (8,770)   607 
Return on plan assets   7,455    (879)
Employer contributions   623    427 
Exchange and other adjustments   (9)   (2)
At 31 December   (244)   736 
    2016
£m		    2015
£m		 
Movements in the defined benefit obligation          
At 1 January   (36,903)   (37,243)
Current service cost   (257)   (302)
Interest expense   (1,401)   (1,340)
Remeasurements:          
Actuarial gains – experience   535    195 
Actuarial gains (losses) – demographic assumptions   195    (747)
Actuarial (losses) gains – financial assumptions   (9,500)   1,159 
Benefits paid   1,580    1,371 
Past service cost   (20)   (12)
Employee contributions   –    (1)
Settlements   12    8 
Exchange and other adjustments   (63)   9 
At 31 December   (45,822)   (36,903)
    2016
£m		    2015
£m		 
Analysis of the defined benefit obligation:          
Active members   (9,903)   (7,530)
Deferred members   (16,934)   (12,723)
Pensioners   (17,476)   (15,312)
Dependants   (1,509)   (1,338)
    (45,822)   (36,903)
    2016
£m		    2015
£m		 
Changes in the fair value of scheme assets          
At 1 January   37,639    38,133 
Return on plan assets excluding amounts included in interest income   7,455    (879)
Interest income   1,441    1,383 
Employer contributions   623    427 
Employee contributions   –    1 
Benefits paid   (1,580)   (1,371)
Settlements   (18)   (14)
Administrative costs paid   (36)   (30)
Exchange and other adjustments   54    (11)
At 31 December   45,578    37,639 
F-49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

COMPOSITION OF SCHEME ASSETS:

 

   2016  2015
    Quoted
£m		    Unquoted
£m		    Total
£m		    Quoted
£m		    Unquoted
£m		    Total
£m		 
Equity instruments   1,114    –    1,114    947    –    947 
Debt instruments1:                              
Fixed interest government bonds   5,797    –    5,797    4,841    –    4,841 
Index-linked government bonds   14,359    –    14,359    9,944    –    9,944 
Corporate and other debt securities   7,464    –    7,464    7,243    –    7,243 
Asset-backed securities   99    –    99    74    –    74 
    27,719    –    27,719    22,102    –    22,102 
Property   –    497    497    –    440    440 
Pooled investment vehicles   3,577    12,845    16,422    3,464    10,619    14,083 
Money market instruments, cash, derivatives and other assets
and liabilities		   1,462    (1,636)   (174)   525    (458)   67 
At 31 December   33,872    11,706    45,578    27,038    10,601    37,639 

 

1Of the total debt instruments, £25,219 million (31 December 2015: £18,428 million) were investment grade (credit ratings equal to or better than ‘BBB’).

 

The assets of all the funded plans are held independently of the Group’s assets in separate trustee administered funds.

 

The pension schemes’ pooled investment vehicles comprise:

 

    2016
£m		    2015
£m		 
Equity funds   2,883    2,412 
Hedge and mutual funds   2,350    2,078 
Liquidity funds   484    918 
Bond and debt funds   3,383    2,807 
Other   7,322    5,868 
At 31 December   16,422    14,083 

 

The expense (credit) recognised in the income statement for the year ended 31 December comprises:

 

    2016
£m		    2015
£m		    2014
£m		 
Current service cost   257    302    277 
Net interest amount   (40)   (43)   (6)
Past service credits and curtailments (see page F-47)   –    –    (822)
Settlements   6    6    7 
Past service cost – plan amendments   20    12    20 
Plan administration costs incurred during the year   36    30    36 
Total defined benefit pension expense (credit)   279    307    (488)
F-50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

ASSUMPTIONS

 

The principal actuarial and financial assumptions used in valuations of the defined benefit pension schemes were as follows:

 

   2016
%		   2015
%		 
Discount rate   2.76    3.87 
Rate of inflation:          
Retail Prices Index   3.23    2.99 
Consumer Price Index   2.18    1.99 
Rate of salary increases   0.00    0.00 
Weighted-average rate of increase for pensions in payment   2.74    2.58 
    2016
Years		    2015
Years		 
Life expectancy for member aged 60, on the valuation date:          
Men   28.1    28.1 
Women   30.3    30.4 
Life expectancy for member aged 60, 15 years after the valuation date:          
Men   29.3    29.5 
Women   31.7    31.9 

 

The mortality assumptions used in the scheme valuations are based on standard tables published by the Institute and Faculty of Actuaries which were adjusted in line with the actual experience of the relevant schemes. The table shows that a member retiring at age 60 at 31 December 2016 is assumed to live for, on average, 28.1 years for a male and 30.3 years for a female. In practice there will be much variation between individual members but these assumptions are expected to be appropriate across all members. It is assumed that younger members will live longer in retirement than those retiring now. This reflects the expectation that mortality rates will continue to fall over time as medical science and standards of living improve. To illustrate the degree of improvement assumed the table also shows the life expectancy for members aged 45 now, when they retire in 15 years time at age 60.

 

(III) AMOUNT TIMING AND UNCERTAINTY OF FUTURE CASH FLOWS

 

RISK EXPOSURE OF THE DEFINED BENEFIT SCHEMES

 

Whilst the Group is not exposed to any unusual, entity specific or scheme specific risks in its defined benefit pension schemes, it is exposed to a number of significant risks, detailed below:

 

Inflation rate risk: the majority of the plans’ benefit obligations are linked to inflation both in deferment and once in payment. Higher inflation will lead to higher liabilities although this will be partially offset by holdings of inflation-linked gilts and, in most cases, caps on the level of inflationary increases are in place to protect against extreme inflation.

 

Interest rate risk: The defined benefit obligation is determined using a discount rate derived from yields on AA-rated corporate bonds. A decrease in corporate bond yields will increase plan liabilities although this will be partially offset by an increase in the value of bond holdings.

 

Longevity risk: The majority of the schemes obligations are to provide benefits for the life of the members so increases in life expectancy will result in an increase in the plans’ liabilities.

 

Investment risk: Scheme assets are invested in a diversified portfolio of debt securities, equities and other return-seeking assets. If the assets underperform the discount rate used to calculate the defined benefit obligation, it will reduce the surplus or increase the deficit. Volatility in asset values and the discount rate will lead to volatility in the net pension liability on the Group’s balance sheet and in other comprehensive income. To a lesser extent this will also lead to volatility in the pension expense in the Group’s income statement.

 

The ultimate cost of the defined benefit obligations to the Group will depend upon actual future events rather than the assumptions made. The assumptions made are unlikely to be borne out in practice and as such the cost may be higher or lower than expected.

 

SENSITIVITY ANALYSIS

 

The effect of reasonably possible changes in key assumptions on the value of scheme liabilities and the resulting pension charge in the Group’s income statement and on the net defined benefit pension scheme liability, for the Group’s three most significant schemes, is set out below. The sensitivities provided assume that all other assumptions and the value of the schemes’ assets remain unchanged, and are not intended to represent changes that are at the extremes of possibility. The calculations are approximate in nature and full detailed calculations could lead to a different result. It is unlikely that isolated changes to individual assumptions will be experienced in practice. Due to the correlation of assumptions, aggregating the effects of these isolated changes may not be a reasonable estimate of the actual effect of simultaneous changes in multiple assumptions.

F-51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

   Effect of reasonably possible alternative assumptions 
   Increase (decrease)
in the income
statement charge		  Increase (decrease) in the
net defined benefit pension
scheme liability		 
   2016
£m		   2015
£m		   2016
£m		   2015
£m		 
Inflation (including pension increases):1                    
Increase of 0.1 per cent   19    17    491    363 
Decrease of 0.1 per cent   (14)   (16)   (458)   (346)
Discount rate:2                    
Increase of 0.1 per cent   (30)   (29)   (821)   (605)
Decrease of 0.1 per cent   30    30    847    621 
Expected life expectancy of members:                    
Increase of one year   42    43    1,213    952 
Decrease of one year   (37)   (41)   (1,178)   (927)

 

1At 31 December 2016, the assumed rate of RPI inflation is 3.23 per cent and CPI inflation 2.18 per cent (2015: RPI 2.99 per cent and CPI 1.99 per cent).
  
2At 31 December 2016, the assumed discount rate is 2.76 per cent (2015: 3.87 per cent).

 

SENSITIVITY ANALYSIS METHOD AND ASSUMPTIONS

 

The sensitivity analysis above reflects the impact on the Group’s three most significant schemes which account for over 90 per cent of the Group’s defined benefit obligations. Whilst differences in the underlying liability profiles for the remainder of the Group’s pension arrangements mean they may exhibit slightly different sensitivities to variations in these assumptions, the sensitivities provided above are indicative of the impact across the Group as a whole.

 

The inflation assumption sensitivity applies to both the assumed rate of increase in the Consumer Prices Index (CPI) and the Retail Prices Index (RPI), and include the impact on the rate of increases to pensions, both before and after retirement. These pension increases are linked to inflation (either CPI or RPI) subject to certain minimum and maximum limits.

 

The sensitivity analysis (including the inflation sensitivity) does not include the impact of any change in the rate of salary increases as pensionable salaries have been frozen since 2 April 2014.

 

The life expectancy assumption has been applied by allowing for an increase/decrease in life expectation from age 60 of one year, based upon the approximate weighted average age for each scheme. Whilst this is an approximate approach and will not give the same result as a one year increase in life expectancy at every age, it provides an appropriate indication of the potential impact on the schemes from changes in life expectancy.

 

There was no change in the methods and assumptions used in preparing the sensitivity analysis from the prior year.

 

ASSET-LIABILITY MATCHING STRATEGIES

 

The main schemes’ assets are invested in a diversified portfolio, consisting primarily of debt securities. The investment strategy is not static and will evolve to reflect the structure of liabilities within the schemes. Specific asset-liability matching strategies for each pension plan are independently determined by the responsible governance body for each scheme and in consultation with the employer.

 

A significant goal of the asset-liability matching strategies adopted by Group schemes is to reduce volatility caused by changes in market expectations of interest rates and inflation. In the main schemes, this is achieved by investing scheme assets in bonds, primarily fixed interest gilts and index linked gilts, and by entering into interest rate and inflation swap arrangements. These investments are structured to take into account the profile of scheme liabilities, and actively managed to reflect both changing market conditions and changes to the liability profile.

 

At 31 December 2016 the asset-liability matching strategy mitigated 89 per cent of the liability sensitivity to interest rate movements and 102 per cent of the liability sensitivity to inflation movements. Much of the residual interest rate sensitivity is mitigated through holdings of corporate and other debt securities.

 

MATURITY PROFILE OF DEFINED BENEFIT OBLIGATION

 

The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution and timing of benefit payments:

 

   2016
Years		   2015
Years		 
Duration of the defined benefit obligation   20    19 
    2016
£m		    2015
£m		 
Maturity analysis of benefits expected to be paid          
Benefits expected to be paid within 12 months   1,639    1,370 
Benefits expected to be paid between 1 and 2 years   1,180    1,121 
Benefits expected to be paid between 2 and 5 years   3,971    3,759 
Benefits expected to be paid between 5 and 10 years   8,030    7,710 
Benefits expected to be paid between 10 and 15 years   9,453    9,102 
Benefits expected to be paid between 15 and 25 years   20,268    19,882 
Benefits expected to be paid between 25 and 35 years   18,831    18,631 
Benefits expected to be paid between 35 and 45 years   13,589    13,878 
Benefits expected to be paid in more than 45 years   7,809    8,857 
F-52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued

 

MATURITY ANALYSIS METHOD AND ASSUMPTIONS

 

The projected benefit payments are based on the assumptions underlying the assessment of the obligations, including allowance for expected future inflation. They are shown in their undiscounted form and therefore appear large relative to the discounted assessment of the defined benefit obligations recognised in the Group’s balance sheet. They are in respect of benefits that have been accrued prior to the respective year-end date only and make no allowance for any benefits that may have been accrued subsequently.

 

DEFINED CONTRIBUTION SCHEMES

 

The Group operates a number of defined contribution pension schemes in the UK and overseas, principally Your Tomorrow and the defined contribution sections of the Lloyds Bank Pension Scheme No. 1.

 

During the year ended 31 December 2016 the charge to the income statement in respect of defined contribution schemes was £268 million (2015: £233 million; 2014: £252 million), representing the contributions payable by the employer in accordance with each scheme’s rules.

 

Other post-retirement benefit schemes

 

The Group operates a number of schemes which provide post-retirement healthcare benefits and concessionary mortgages to certain employees, retired employees and their dependants. The principal scheme relates to former Lloyds Bank staff and under this scheme the Group has undertaken to meet the cost of post-retirement healthcare for all eligible former employees (and their dependants) who retired prior to 1 January 1996. The Group has entered into an insurance contract to provide these benefits and a provision has been made for the estimated cost of future insurance premiums payable.

 

For the principal post-retirement healthcare scheme, the latest actuarial valuation of the liability was carried out at 31 December 2014 by qualified independent actuaries. The principal assumptions used were as set out above, except that the rate of increase in healthcare premiums has been assumed at 6.84 per cent (2015: 6.59 per cent).

 

Movements in the other post-retirement benefits obligation:

 

    2016
£m		    2015
£m		 
At 1 January   (200)   (196)
Actuarial (loss) gain   (33)   (2)
Insurance premiums paid   7    6 
Charge for the year   (8)   (8)
Exchange and other adjustments   (2)   – 
At 31 December   (236)   (200)

 

NOTE 37: DEFERRED TAX

 

Critical accounting estimates and judgements

 

The largest category of deferred tax asset relates to tax losses carried forward. The recoverability of the Group’s deferred tax assets in respect of carry forward losses is based on an assessment of future levels of taxable profit expected to arise that can be offset against these losses. The Group’s expectations as to the level of future taxable profits take into account the Group’s long-term financial and strategic plans, and anticipated future tax adjusting items.

 

In making this assessment account is taken of business plans, the board approved operating plan and the expected future economic outlook as set out in the Group Chief Executive’s Review and Market Overview, as well as the risks associated with future regulatory change.

 

The Group’s total deferred tax asset includes £4,298 million (2015: £4,890 million) in respect of trading losses carried forward. The tax losses have arisen in individual legal entities and will be used as future taxable profits arise in those legal entities, though substantially all of the unused tax losses for which a deferred tax asset has been recognised arise in Bank of Scotland plc and Lloyds Bank plc.

 

The deferred tax asset is expected to be utilised over different time periods in each of the entities in which the losses arise. Under current UK tax law there is no expiry date for unused tax losses. Following the enactment of the Finance Acts in 2015 and 2016, there is a restriction imposed on the amount of banks’ profits that can be offset by certain carried forward tax losses for the purposes of calculating corporation tax liabilities. The additional restriction in 2016 has increased the period over which the Group expects to fully utilise its tax losses from 2025 to 2031.

F-53

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 37: DEFERRED TAX continued

 

The movement in the net deferred tax balance is as follows:

 

     2016
£m		      2015
£m
Asset at 1 January   3,977    4,091 
Exchange and other adjustments   (14)   5 
Disposals   –    (59)
Income statement charge (note 13):          
Due to change in UK corporation tax rate and related impacts   (201)   (27)
Origination and reversal of temporary differences   (651)   (89)
    (852)   (116)
Amount credited (charged) to equity:          
Post-retirement defined benefit scheme remeasurements   320    59 
Available-for-sale financial assets (note 42)   (246)   (7)
Cash flow hedges (note 42)   (466)   7 
Share-based compensation   (13)   (3)
    (405)   56 
Asset at 31 December   2,706    3,977 

 

The statutory position reflects the deferred tax assets and liabilities as disclosed in the consolidated balance sheet and takes account of the inability to offset assets and liabilities where there is no legally enforceable right of offset. The tax disclosure of deferred tax assets and liabilities ties to the amounts outlined in the table below which splits the deferred tax assets and liabilities by type.

 

Statutory position   2016
£m		    2015
£m		   Tax disclosure   2016
£m		    2015
£m		 
Deferred tax assets   2,706    4,010   Deferred tax assets   5,549    6,400 
Deferred tax liabilities   –    (33)  Deferred tax liabilities   (2,843)   (2,423)
Asset at 31 December   2,706    3,977   Asset at 31 December   2,706    3,977 

 

The deferred tax charge in the income statement comprises the following temporary differences:

 

    2016
£m		    2015
£m		    2014
£m		 
Accelerated capital allowances   (120)   377    34 
Pensions and other post-retirement benefits   (105)   (40)   (243)
Long-term assurance business   (273)   303    312 
Allowances for impairment losses   –    (5)   (24)
Tax losses carried forward   (625)   (855)   (565)
Tax on fair value of acquired assets   93    178    159 
Other temporary differences   178    (74)   49 
Deferred tax charge in the income statement   (852)   (116)   (278)
F-54

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 37: DEFERRED TAX continued

 

Deferred tax assets and liabilities are comprised as follows:

 

    2016
£m		    2015
£m		 
Deferred tax assets:          
Accelerated capital allowances   969    1,089 
Pensions and other post-retirement benefits   143    – 
Other provisions   40    28 
Tax losses carried forward   4,298    4,890 
Other temporary differences   99    393 
Total deferred tax assets   5,549    6,400 
    2016
£m		    2015
£m		 
Deferred tax liabilities:          
Pensions and other post-retirement benefits   –    (72)
Long-term assurance business   (914)   (641)
Available-for-sale asset revaluation   (233)   (11)
Tax on fair value of acquired assets   (798)   (891)
Derivatives   (643)   (395)
Other temporary differences   (255)   (413)
Total deferred tax liabilities   (2,843)   (2,423)

 

The Finance (No. 2) Act 2015 introduced an additional surcharge of 8 per cent on banking profits from 1 January 2016.

 

The Finance Act 2016 was enacted on 15 September 2016. The Act further reduced the corporation tax rate applicable from 1 April 2020 to 17 per cent and further restricts the amount of banks’ profits that can be offset by carried forward losses for the purposes of calculating corporation tax liabilities from 50 per cent to 25 per cent with effect from 1 April 2016.

 

The corporation tax changes enacted have resulted in a reduction in the Group’s net deferred tax asset at 31 December 2016 of £158 million, comprising a £201 million charge included in the income statement and a £43 million credit included in equity.

 

Deferred tax assets not recognised

 

Deferred tax assets of £92 million (2015: £140 million) have not been recognised in respect of capital losses carried forward as there are no predicted future capital profits. Capital losses can be carried forward indefinitely.

 

Deferred tax assets of £723 million (2015: £893 million) have not been recognised in respect of trading losses carried forward, mainly in respect of temporary differences in the insurance businesses and in certain overseas companies. Trading losses can be carried forward indefinitely, except for losses in the USA which expire after 20 years.

 

In addition, deferred tax assets have not been recognised in respect of unrelieved foreign tax carried forward at 31 December 2016 of £46 million (2015: £76 million), as there are no predicted future taxable profits against which the unrelieved foreign tax credits can be utilised. These tax credits can be carried forward indefinitely.

F-55

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 38: OTHER PROVISIONS

 

Critical accounting estimates and judgements

 

At 31 December 2016, the Group carried provisions of £3,947 million (2015: £4,463 million) against the cost of making redress payments to customers and the related administration costs in connection with historical regulatory breaches, principally the mis-selling of payment protection insurance (2016: £2,608 million; 2015: £3,458 million).

 

Determining the amount of the provisions, which represent management’s best estimate of the cost of settling these issues, requires the exercise of significant judgement. It will often be necessary to form a view on matters which are inherently uncertain, such as the scope of reviews required by regulators, the number of future complaints, the extent to which they will be upheld, the average cost of redress and the impact of legal decisions that may be relevant to claims received. Consequently the continued appropriateness of the underlying assumptions is reviewed on a regular basis against actual experience and other relevant evidence and adjustments made to the provisions where appropriate.

 

More detail on the nature of the assumptions that have been made and key sensitivities is set out below.

 

    Provisions for
commitments
£m		    Payment
protection
insurance
£m		    Other
regulatory
provisions
£m		    Vacant
leasehold
property
£m		    Other
£m		    Total
£m		 
At 1 January 2016   50    3,458    1,005    37    1,137    5,687 
Exchange and other adjustments   19    –    10    4    64    97 
Provisions applied   –    (2,200)   (761)   (14)   (282)   (3,257)
Charge for the year   (13)   1,350    1,085    24    245    2,691 
At 31 December 2016   56    2,608    1,339    51    1,164    5,218 

 

Provisions for commitments

 

Provisions are held in cases where the Group is irrevocably committed to advance additional funds, but where there is doubt as to the customer’s ability to meet its repayment obligations.

 

Payment protection insurance

 

The Group increased the provision for PPI costs by a further £1,350 million in 2016, bringing the total amount provided to £17,375 million.

 

The charge to the provision in 2016 was largely driven by a higher total volume of complaints expected as a result of the Financial Conduct Authority’s (FCA) industry deadline being extended to the end of August 2019 as well as changes to the rules and guidance that should apply when firms handle PPI complaints in light of the UK Supreme Court’s decision in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 (Plevin). Final rules and guidance were published by the FCA on 2 March 2017 (PS 17/3).

 

As at 31 December 2016, a provision of £2,608 million remained unutilised relating to complaints and associated administration costs. Total cash payments were £2,200 million during the year to 31 December 2016. Spend continues to reduce following the completion of the re-review of previously handled cases (remediation).

 

The provision is consistent with total expected reactive complaint volumes of 5.2 million (including complaints falling under the Plevin rules and guidance) in light of the FCA Policy Statement PS 17/3. Weekly complaint levels in the second half of 2016 have been approximately 8,300 versus approximately 8,600 in the first half, and are expected to vary significantly through to the industry deadline, now confirmed to be August 2019.

 

SENSITIVITIES

 

The Group estimates that it has sold approximately 16 million PPI policies since 2000. These include policies that were not mis-sold and those that have been successfully claimed upon. Since the commencement of the PPI redress programme in 2011 the Group estimates that it has contacted, settled or provided for approximately 50 per cent of the policies sold since 2000.

 

The total amount provided for PPI represents the Group’s best estimate of the likely future cost. However a number of risks and uncertainties remain in particular with respect to future volumes. The cost could differ from the Group’s estimates and the assumptions underpinning them, and could result in a further provision being required. There is significant uncertainty around the impact of the regulatory changes, FCA media campaign and Claims Management Companies and customer activity.

 

Key metrics and sensitivities are highlighted in the table below:

 

Sensitivities
(exclude claims where no PPI policy was held)		  Actuals
to date		  Anticipated
future3		  Sensitivity3
Customer initiated complaints since origination (m)1  3.9  1.3  0.1 = £190m
Average uphold rate per policy2  74%  89%  1% = £35m
Average redress per upheld policy2  £1,700  £1,250  £100 = £150m
Administrative expenses (£m)  3,190  490  1 case = £375

 

1 Sensitivity includes complaint handling costs.
   
2 Actuals to date are based on the last six months to 31 December 2016.
   
3 Anticipated future and sensitivities are impacted by a proportion of complaints and re-complaints falling under the Plevin rules and guidance in light of the FCA Policy Statement PS 17/3
F-56

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 38: OTHER PROVISIONS continued

 

Other regulatory provisions

 

PACKAGED BANK ACCOUNTS

 

In the year ended 31 December 2016 the Group has provided an additional £280 million in respect of complaints relating to alleged mis-selling of packaged bank accounts raising the total amount provided to £505 million. As at 31 December 2016, £215 million of the provision remained unutilised. The total amount provided represents the Group’s best estimate of the likely future cost, however a number of risks and uncertainties remain in particular with respect to future volumes.

 

ARREARS HANDLING RELATED ACTIVITIES

 

Following a review of the Group’s secured and unsecured arrears handling activities, the Group has put in place a number of actions to further improve its handling of customers in these areas. As a result, the Group has provided an additional £261 million in the year ended 31 December 2016 (bringing the total provision to £397 million), for the costs of identifying and rectifying certain arrears management fees and activities. As at 31 December 2016, the unutilised provision was £383 million (31 December 2015: £136 million).

 

CUSTOMER CLAIMS IN RELATION TO INSURANCE BRANCH BUSINESS IN GERMANY

 

The Group continues to receive claims in Germany from customers relating to policies issued by Clerical Medical Investment Group Limited (subsequently renamed Scottish Widows Limited). The German industry-wide issue regarding notification of contractual ‘cooling off’ periods has continued to lead to an increasing number of claims in 2016. Accordingly a provision increase of £94 million was recognised in the year ended 31 December 2016 giving a total provision of £639 million; the remaining unutilised provision as at 31 December 2016 is £168 million (31 December 2015: £124 million). The validity of the claims facing the Group depends upon the facts and circumstances in respect of each claim. As a result the ultimate financial effect, which could be significantly different from the current provision, will be known only once all relevant claims have been resolved.

 

OTHER LEGAL ACTIONS AND REGULATORY MATTERS

 

In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and other governmental authorities on a range of matters. The Group also receives complaints and claims from customers in connection with its past conduct and, where significant, provisions are held against the costs expected to be incurred as a result of the conclusions reached. In the year ended 31 December 2016, the Group charged an additional £450 million in respect of matters across all divisions. At 31 December 2016, the Group held unutilised provisions totalling £573 million for these other legal actions and regulatory matters.

 

Vacant leasehold property

 

Vacant leasehold property provisions are made by reference to a prudent estimate of expected sub-let income, compared to the head rent, and the possibility of disposing of the Group’s interest in the lease, taking into account conditions in the property market. These provisions are reassessed on a biannual basis and will normally run off over the period of under-recovery of the leases concerned, currently averaging 3 years; where a property is disposed of earlier than anticipated, any remaining balance in the provision relating to that property is released.

 

Other

 

Following the sale of TSB Banking Group plc in 2015, the Group raised a provision of £665 million in relation to the Transitional Service Agreement entered into between Lloyds Bank plc and TSB and the contribution to be provided to TSB in moving to alternative IT provision; £611 million of this provision remained unutilised at 31 December 2016.

 

Provisions are made for staff and other costs related to Group restructuring initiatives at the point at which the Group becomes irrevocably committed to the expenditure. At 31 December 2016 provisions of £239 million (31 December 2015: £201 million) were held.

 

Other provisions also include those arising out of the insolvency of a third party insurer, which remains exposed to asbestos and pollution claims in the US. The ultimate cost and timing of payments are uncertain. The provision held of £35 million at 31 December 2016 represents management’s current best estimate of the cost after having regard to actuarial estimates of future losses.

F-57

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 39: SUBORDINATED LIABILITIES

 

The movement in subordinated liabilities during the year was as follows:

 

    Preference
shares
£m		    Preferred 
securities
£m		    Undated
subordinated
liabilities
£m		    Enhanced
capital notes
£m		    Dated
subordinated
liabilities
£m		    Total
£m		 
At 1 January 2016   980    3,748    965    3,610    14,009    23,312 
Issued during the year:                              
4.65% Subordinated Fixed Rate Notes 2026 (US$1,500 million)   –    –    –    –    1,061    1,061 
Tender offers and redemptions in respect of Enhanced Capital Notes   –    –    –    (3,568)   –    (3,568)
Other repurchases and redemptions during the year:                              
7.5% Undated Subordinated Step-up Notes   –    –    (5)   –    –    (5)
4.939% Non-voting Non-cumulative Perpetual Preferred Securities   –    (32)   –    –    –    (32)
7.286% Perpetual Regulatory Tier One Securities (Series A)   –    (150)   –    –    –    (150)
4.25% Subordinated Undated Instruments   –    –    (7)   –    –    (7)
Floating Rate Primary Capital Notes   –    –    (108)   –    –    (108)
Primary Capital Undated Floating Rate Notes:                              
Series 1   –    –    (101)   –    –    (101)
Series 2   –    –    (142)   –    –    (142)
Series 3   –    –    (110)   –    –    (110)
6.267% Non-Cumulative Callable Fixed to Floating Rate Preference Shares callable 2016   (319)   –    –    –    –    (319)
5.125% Undated Subordinated Step-up Notes callable 2016   –    –    (2)   –    –    (2)
13% Subordinated Fixed to Fixed Rate Notes 2021 callable 2016   –    –    –    –    (244)   (244)
10.125% Subordinated Fixed to Fixed Rate Notes 2021 callable 2016   –    –    –    –    (233)   (233)
11.875% Subordinated Fixed to Fixed Rate Notes 2021 callable 2016   –    –    –    –    (960)   (960)
10.75% Subordinated Fixed to Fixed Rate Notes 2021 callable 2016   –    –    –    –    (466)   (466)
9.875% Subordinated Fixed to Fixed Rate Notes 2021                              
callable 2016   –    –    –    –    (456)   (456)
Callable Floating Rate Subordinated Notes 2016   –    –    –    –    (186)   (186)
Callable Floating Rate Subordinated Notes 2016   –    –    –    –    (143)   (143)
Subordinated Callable Notes 2016   –    –    –    –    (382)   (382)
    (319)   (182)   (475)   –    (3,070)   (4,046)
Foreign exchange and other movements   203    568    109    (42)   2,234    3,072 
At 31 December 2016   864    4,134    599    –    14,234    19,831 
F-58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 39: SUBORDINATED LIABILITIES continued

 

    Preference
shares
£m		    Preferred
securities
£m		    Undated
subordinated
liabilities
£m		    Enhanced
capital notes
£m		    Dated
subordinated
liabilities
£m		    Total
£m		 
At 1 January 2015   1,091    3,819    1,852    3,683    15,597    26,042 
Issued during the year:                              
5.3% Subordinated Fixed Rate Notes 2045 (US$824 million)   –    –    –    –    543    543 
4.582% Subordinated Fixed Rate Notes 2025 (US$1,353 million)   –    –    –    –    893    893 
    –    –    –    –    1,436    1,436 
Repurchases and redemptions during the year:                              
6.625% Subordinated Notes 2015   –    –    –    –    (350)   (350)
4.875% Subordinated Notes 2015   –    –    –    –    (723)   (723)
7.834% Sterling Step-up Non-Voting Non-Cumulative Preferred Securities callable 2015   –    (5)   –    –    –    (5)
8.117% Non-cumulative Perpetual Preferred Securities (Class A)   –    (250)   –    –    –    (250)
6.0884% Non-Cumulative Fixed to Floating Rate Preference Shares callable 2015   (10)   –    –    –    –    (10)
6.625% Undated Subordinated Step-Up Notes callable 2010   –    –    (5)   –    –    (5)
6.9625% Callable Subordinated Fixed to Floating Rate Notes 2020 callable 2015   –    –    –    –    (737)   (737)
5.125% Step-up Perpetual Subordinated Notes callable 2015 (Scottish Widows plc)   –    –    (560)   –    –    (560)
5.92% Non-cumulative Fixed to Floating Rate Preference shares callable 2015   (140)   –    –    –    –    (140)
Floating Rate Undated Subordinated Step-up Notes   –    –    (29)   –    –    (29)
6.05% Fixed to Floating Rate Undated Subordinated Notes   –    –    (18)   –    –    (18)
5.125% Undated Subordinated Fixed to Floating Rate Notes   –    –    (50)   –    –    (50)
5.109% Callable Fixed to Floating Rate Notes 2017   –    –    –    –    (14)   (14)
6.305% Subordinated Callable Fixed to Floating Notes 2017   –    –    –    –    (35)   (35)
6.50% Subordinated Fixed Rate Notes 2020   –    –    –    –    (764)   (764)
6% Subordinated Notes 2033   –    –    –    –    (191)   (191)
4.25% Perpetual Fixed to Floating Rate Reset Subordinated Guaranteed Notes   –    –    (276)   –    –    (276)
    (150)   (255)   (938)   –    (2,814)   (4,157)
Foreign exchange and other movements   39    184    51    (73)   (210)   (9)
At 31 December 2015   980    3,748    965    3,610    14,009    23,312 

 

These securities will, in the event of the winding-up of the issuer, be subordinated to the claims of depositors and all other creditors of the issuer, other than creditors whose claims rank equally with, or are junior to, the claims of the holders of the subordinated liabilities. The subordination of specific subordinated liabilities is determined in respect of the issuer and any guarantors of that liability. The claims of holders of preference shares and preferred securities are generally junior to those of the holders of undated subordinated liabilities, which in turn are junior to the claims of holders of the dated subordinated liabilities. The subordination of the dated Enhanced Capital Notes (ECNs) ranked equally with that of the dated subordinated liabilities. The Group has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during 2016 (2015: none).

F-59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 40: SHARE CAPITAL

 

(1) Authorised share capital

 

As permitted by the Companies Act 2006, the Company removed references to authorised share capital from its articles of association at the annual general meeting on 5 June 2009. This change took effect from 1 October 2009.

 

(2) Issued and fully paid share capital

 

  2016
Number of shares		 2015
Number of shares		 2014
Number of shares		 2016
£m		 2015
£m		 2014
£m
Ordinary shares of 10p (formerly 25p) each            
At 1 January 71,373,735,357 71,373,735,357 71,368,435,941 7,138 7,138 7,137
Issued under employee share schemes – – 5,299,416 – – 1
At 31 December 71,373,735,357 71,373,735,357 71,373,735,357 7,138 7,138 7,138
Limited voting ordinary shares of 10p (formerly 25p) each            
At 1 January and 31 December 80,921,051 80,921,051 80,921,051 8 8 8
Total issued share capital       7,146 7,146 7,146

 

SHARE ISSUANCES

 

No shares were issued in 2016 or 2015; in 2014, 5 million shares were issued in respect of employee share schemes.

 

(3) Share capital and control

 

There are no restrictions on the transfer of shares in the Company other than as set out in the articles of association and:

 

–certain restrictions which may from time to time be imposed by law and regulations (for example, insider trading laws);
  
–where directors and certain employees of the Company require the approval of the Company to deal in the Company’s shares; and
  
–pursuant to the rules of some of the Company’s employee share plans where certain restrictions may apply while the shares are subject to the plans.

 

Where, under an employee share plan operated by the Company, participants are the beneficial owners of shares but not the registered owners, the voting rights are normally exercised by the registered owner at the direction of the participant. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.

 

In addition, the Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights.

 

Information regarding significant direct or indirect holdings of shares in the Company can be found on page 177.

 

The directors have authority to allot and issue ordinary and preference shares and to make market purchases of ordinary and preference shares as granted at the annual general meeting on 12 May 2016. The authority to issue shares and the authority to make market purchases of shares will expire at the next annual general meeting. Shareholders will be asked, at the annual general meeting, to give similar authorities.

 

Subject to any rights or restrictions attached to any shares, on a show of hands at a general meeting of the Company every holder of shares present in person or by proxy and entitled to vote has one vote and on a poll every member present and entitled to vote has one vote for every share held.

 

Further details regarding voting at the annual general meeting can be found in the notes to the notice of the annual general meeting.

 

ORDINARY SHARES

 

The holders of ordinary shares (excluding the limited voting ordinary shares), who held 99.9 per cent of the total ordinary share capital at 31 December 2016, are entitled to receive the Company’s report and accounts, attend, speak and vote at general meetings and appoint proxies to exercise voting rights. Holders of ordinary shares (excluding the limited voting ordinary shares) may also receive a dividend (subject to the provisions of the Company’s articles of association) and on a winding up may share in the assets of the Company.

 

LIMITED VOTING ORDINARY SHARES

 

The limited voting ordinary shares are held by the Lloyds Bank Foundations (the Foundations). The holders of the limited voting ordinary shares, who held 0.1 per cent of the total ordinary share capital at 31 December 2016, are entitled to receive copies of every circular or other document sent out by the Company to the holders of other ordinary shares. These shares carry no rights to dividends but rank pari passu with the ordinary shares in respect of other distributions and in the event of winding up. These shares do not have any right to vote at general meetings other than on resolutions concerning the winding up of the Company, or for a variation in the class rights of the limited voting ordinary shares. In the event of an offer for more than 50 per cent of the issued ordinary share capital of the Company, each limited voting ordinary share will convert into an ordinary share and shall rank equally with the ordinary shares in all respects from the date of conversion.

 

The Company has entered into deeds of covenant with the Foundations under the terms of which the Company makes annual donations. The deeds of covenant in effect as at 31 December 2016 provide that such annual donations will cease in certain circumstances, including the Company providing nine years’ notice. Such notice has been given to the Lloyds TSB Foundation for Scotland.

 

PREFERENCE SHARES

 

The Company has in issue various classes of preference shares which are all classified as liabilities under IFRS which are included in note 39.

F-60

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 41: SHARE PREMIUM ACCOUNT

 

   2016
£m		   2015
£m		   2014
£m		 
At 1 January   17,412    17,281    17,279 
Issued under employee share schemes   –    –    2 
Redemption of preference shares1   210    131    – 
At 31 December   17,622    17,412    17,281 

 

1During the year ended 31 December 2016, the Company redeemed all of its outstanding 6.267% Non-cumulative Fixed to Floating Rate Callable US Dollar Preference Shares at their combined sterling equivalent par value of £210 million. These preference shares had been accounted for as subordinated liabilities. On redemption an amount of £210 million was transferred from the distributable merger reserve to the share premium account (2015: £131 million in respect of the redemption of the outstanding 6.0884% Non-cumulative Fixed to Floating Rate Preference Shares and 5.92% Non-cumulative Fixed to Floating Rate Preference Shares).

 

NOTE 42: OTHER RESERVES

 

   2016
£m		   2015
£m		   2014
£m		 
Other reserves comprise:            
Merger reserve   7,766    7,976    8,107 
Capital redemption reserve1   4,115    4,115    4,115 
Revaluation reserve in respect of available-for-sale financial assets   759    (438)   (67)
Cash flow hedging reserve   2,136    727    1,139 
Foreign currency translation reserve   (124)   (120)   (78)
At 31 December   14,652    12,260    13,216 

 

1There were no movements in this reserve during 2014, 2015 or 2016.

 

The merger reserve primarily comprises the premium on shares issued on 13 January 2009 under the placing and open offer and shares issued on 16 January 2009 on the acquisition of HBOS plc.


The capital redemption reserve represents transfers from the merger reserve in accordance with companies’ legislation and amounts transferred from share capital following the cancellation of the deferred shares.

 

The revaluation reserve in respect of available-for-sale financial assets represents the cumulative after tax unrealised change in the fair value of financial assets classified as available-for-sale since initial recognition; in the case of available-for-sale financial assets obtained on acquisitions of businesses, since the date of acquisition; and in the case of transferred assets that were previously held at amortised cost, by reference to that amortised cost.

 

The cash flow hedging reserve represents the cumulative after tax gains and losses on effective cash flow hedging instruments that will be reclassified to the income statement in the periods in which the hedged item affects profit or loss.

 

The foreign currency translation reserve represents the cumulative after-tax gains and losses on the translation of foreign operations and exchange differences arising on financial instruments designated as hedges of the Group’s net investment in foreign operations.

 

   2016
£m		   2015
£m		   2014
£m		 
Merger reserve            
At 1 January   7,976    8,107    8,107 
Redemption of preference shares (note 41)   (210)   (131)   – 
At 31 December   7,766    7,976    8,107 
F-61

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 42: OTHER RESERVES continued

 

Movements in other reserves were as follows:

 

   2016
£m		   2015
£m		   2014
£m		 
Revaluation reserve in respect of available-for-sale financial assets               
At 1 January   (438)   (67)   (615)
Adjustment on transfer from held-to-maturity portfolio   1,544    –    – 
Deferred tax   (417)   –    – 
    1,127    –    – 
Change in fair value of available-for-sale financial assets   356    (318)   690 
Deferred tax   (25)   (18)   (65)
Current tax   (3)   2    – 
    328    (334)   625 
Income statement transfers:               
Disposals (note 9)   (575)   (51)   (131)
Deferred tax   196    3    52 
Current tax   (52)   (1)   – 
    (431)   (49)   (79)
Impairment   173    4    2 
Deferred tax   –    8    – 
    173    12    2 
At 31 December   759    (438)   (67)
    2016
£m		    2015
£m		    2014
£m		 
Cash flow hedging reserve               
At 1 January   727    1,139    (1,055)
Change in fair value of hedging derivatives   2,432    537    3,896 
Deferred tax   (610)   (186)   (765)
    1,822    351    3,131 
Income statement transfers (note 5)   (557)   (956)   (1,153)
Deferred tax   144    193    216 
    (413)   (763)   (937)
At 31 December   2,136    727    1,139 
    2016
£m		    2015
£m		    2014
£m		 
Foreign currency translation reserve               
At 1 January   (120)   (78)   (75)
Currency translation differences arising in the year   (110)   (59)   (25)
Foreign currency gains on net investment hedges (tax: £nil)   106    17    22 
At 31 December   (124)   (120)   (78)
F-62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 43: RETAINED PROFITS

 

   2016
£m		   2015
£m		   2014
£m		 
At 1 January   4,416    5,692    4,088 
Profit for the year   2,063    860    1,412 
Dividends paid1   (2,014)   (1,070)   – 
Issue costs of other equity instruments (net of tax)   –    –    (21)
Distributions on other equity instruments (net of tax)   (321)   (314)   (225)
Post-retirement defined benefit scheme remeasurements   (1,028)   (215)   539 
Movement in treasury shares   (175)   (816)   (286)
Value of employee services:               
Share option schemes   141    107    123 
Other employee award schemes   168    172    233 
Adjustment on sale of non-controlling interest in TSB   –    –    (171)
At 31 December   3,250    4,416    5,692 

 

1Net of a credit in respect of unclaimed dividends written-back in accordance with the Company’s Articles of Association.

 

Retained profits are stated after deducting £495 million (2015: £740 million; 2014: £565 million) representing 730 million (2015: 943 million; 2014: 648 million) treasury shares held.

 

The payment of dividends by subsidiaries and the ability of members of the Group to lend money to other members of the Group may be subject to regulatory or legal restrictions, the availability of reserves and the financial and operating performance of the entity. Details of such restrictions and the methods adopted by the Group to manage the capital of its subsidiaries are provided under Capital Risk on page 104.

 

NOTE 44: OTHER EQUITY INSTRUMENTS

 

   2016
£m		   2015
£m		   2014
£m		 
At 1 January   5,355    5,355    – 
Additional Tier 1 securities issued in the year:               
Sterling notes (£3,725 million nominal)   –    –    3,725 
Euro notes (€750 million nominal)   –    –    622 
US dollar notes ($1,675 million nominal)   –    –    1,008 
At 31 December   5,355    5,355    5,355 

 

The AT1 securities are Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities with no fixed maturity or redemption date.

 

The principal terms of the AT1 securities are described below:

 

– The securities rank behind the claims against Lloyds Banking Group plc of (a) unsubordinated creditors, (b) claims which are, or are expressed to be, subordinated to the claims of unsubordinated creditors of Lloyds Banking Group plc but not further or otherwise or (c) whose claims are, or are expressed to be, junior to the claims of other creditors of Lloyds Banking Group, whether subordinated or unsubordinated, other than those whose claims rank, or are expressed to rank, pari passu with, or junior to, the claims of the holders of the AT1 Securities in a winding-up occurring prior to the Conversion Trigger.
   
– The securities bear a fixed rate of interest until the first call date. After the initial call date, in the event that they are not redeemed, the AT1 securities will bear interest at rates fixed periodically in advance for five year periods based on market rates.
   
– Interest on the securities will be due and payable only at the sole discretion of Lloyds Banking Group plc, and Lloyds Banking Group plc may at any time elect to cancel any Interest Payment (or any part thereof) which would otherwise be payable on any Interest Payment Date. There are also certain restrictions on the payment of interest as specified in the terms.
   
– The securities are undated and are repayable, at the option of Lloyds Banking Group plc, in whole at the first call date, or on any fifth anniversary after the first call date. In addition, the AT1 securities are repayable, at the option of Lloyds Banking Group plc, in whole for certain regulatory or tax reasons. Any repayments require the prior consent of the PRA.
   
– The securities convert into ordinary shares of Lloyds Banking Group plc, at a pre-determined price, should the fully loaded Common Equity Tier 1 ratio of the Group fall below 7.0 per cent.
F-63

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 45: DIVIDENDS ON ORDINARY SHARES

 

The directors have recommended a final dividend, which is subject to approval by the shareholders at the Annual General Meeting, of 1.7 pence per share (2015: 1.5 pence per share; 2014: 0.75 pence per share) representing a total dividend of £1,212 million (2015: £1,070 million; 2014: £535 million), which will be paid on 16 May 2017. The directors have also recommended a special dividend of 0.5 pence per share (2015: 0.5 pence per share; 2014: nil) representing a total dividend of £356 million (2015: £357 million; 2014: nil). These financial statements do not reflect these recommended dividends.

 

Dividends paid during the year were as follows:

 

   2016
pence
per share		   2015
pence
per share		   2014
pence
per share		   2016
£m		   2015
£m		   2014
£m		 
Recommended by directors at previous year end:                              
Final dividend   1.50    0.75    –    1,070    535    – 
Special dividend   0.50    –    –    357    –    – 
Interim dividend paid in the year   0.85    0.75    –    607    535    – 
    2.85    1.50    –    2,034    1,070    – 

 

The trustees of the following holdings of Lloyds Banking Group plc shares in relation to employee share schemes retain the right to receive dividends but have chosen to waive their entitlement to the dividends on those shares as indicated: the Lloyds Banking Group Share Incentive Plan (holding at 31 December 2016: 27,898,019 shares, 31 December 2015: 24,275,824 shares, waived rights to all dividends), the HBOS Share Incentive Plan Trust (holding at 31 December 2016: 445,625 shares, 31 December 2015: 446,169 shares, waived rights to all dividends), the Lloyds Banking Group Employee Share Ownership Trust (holding at 31 December 2016: 10,699,978 shares, 31 December 2015: 164,141,179 shares, on which it waived rights to all dividends), Lloyds Group Holdings (Jersey) Limited (holding at 31 December 2016: 42,846 shares, 31 December 2015: 42,846 shares, waived rights to all but a nominal amount of one penny in total) and the Lloyds Banking Group Qualifying Employee Share Ownership Trust (holding at 31 December 2016: nil shares, 31 December 2015: 1,398 shares, waived rights to all but a nominal amount of one penny in total).

 

NOTE 46: SHARE-BASED PAYMENTS

 

Charge to the income statement

 

The charge to the income statement is set out below:

 

   2016
£m		   2015
£m		   2014
£m		 
Deferred bonus plan   266    255    213 
Executive and SAYE plans:               
Options granted in the year   16    12    29 
Options granted in prior years   138    99    78 
    154    111    107 
Share plans:               
Shares granted in the year   15    15    14 
Shares granted in prior years   7    6    6 
    22    21    20 
Total charge to the income statement   442    387    340 

 

During the year ended 31 December 2016 the Group operated the following share-based payment schemes, all of which are equity settled.

 

Deferred bonus plans

 

The Group operates a number of deferred bonus plans that are equity settled. Bonuses in respect of employee performance in 2016 have been recognised in the charge in line with the proportion of the deferral period completed.

F-64

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 46: SHARE-BASED PAYMENTS continued

 

Save-As-You-Earn schemes

 

Eligible employees may enter into contracts through the Save-As-You-Earn schemes to save up to £500 per month and, at the expiry of a fixed term of three or five years, have the option to use these savings within six months of the expiry of the fixed term to acquire shares in the Group at a discounted price of no less than 80 per cent of the market price at the start of the invitation.

 

Movements in the number of share options outstanding under the SAYE schemes are set out below:

 

   2016   2015 
   Number of
options		   Weighted
average
exercise price
(pence)		   Number of
options		   Weighted
average
exercise price
(pence)		 
Outstanding at 1 January   850,146,220    50.99    783,626,383    48.73 
Granted   454,667,560    47.49    156,797,949    60.70 
Exercised   (401,286,043)   40.74    (32,683,177)   41.83 
Forfeited   (10,590,490)   56.02    (27,740,207)   48.69 
Cancelled   (204,238,535)   60.23    (24,943,674)   56.04 
Expired   (10,005,816)   57.08    (4,911,054)   48.34 
Outstanding at 31 December   678,692,896    51.76    850,146,220    50.99 
Exercisable at 31 December   –    –    533,654    180.66 

 

The weighted average share price at the time that the options were exercised during 2016 was £0.67 (2015: £0.77). The weighted average remaining contractual life of options outstanding at the end of the year was 2.9 years (2015: 1.9 years).

 

The weighted average fair value of SAYE options granted during 2016 was £0.13 (2015: £0.17). The fair values of the SAYE options have been determined using a standard Black-Scholes model.

 

For the HBOS sharesave plan, no options were exercised during 2015 or 2016 and the outstanding options lapsed on 31 December 2016. The options outstanding at 31 December 2015 had an exercise price of £1.8066 and a weighted average remaining contractual life of 0.4 years.

 

Other share option plans

 

LLOYDS BANKING GROUP EXECUTIVE SHARE PLAN 2003

 

The Plan was adopted in December 2003 and under the Plan share options may be granted to senior employees. Options under this plan have been granted specifically to facilitate recruitment and as such were not subject to any performance conditions. The Plan is used not only to compensate new recruits for any lost share awards but also to make grants to key individuals for retention purposes with, in some instances, the grant being made subject to individual performance conditions.

 

For options granted on 27 March 2014 under the Commercial Banking Transformation Plan (CBTP), the number of options that may be delivered in March 2017 may vary by a factor of 0-4 from the original ‘on-target’ award, depending on the degree to which the performance conditions have been met. An ‘on-target’ vesting is contingent upon Commercial Banking achieving £2.5 billion underlying profit and 2 per cent Return on Risk-weighted Assets (‘RoRWA’) on 31 December 2016. The Plan will pay out at between £1.9 billion and £3 billion underlying profit, and between 1.6 per cent and 2.5 per cent RoRWA.

 

Participants are not entitled to any dividends paid during the vesting period.

 

   2016   2015 
   Number of
options		   Weighted
average
exercise price
(pence)		   Number of
options		   Weighted
average
exercise price
(pence)		 
Outstanding at 1 January   221,397,597    Nil    233,389,084    Nil 
Granted   4,298,701    Nil    9,813,363    Nil 
Exercised   (2,700,679)   Nil    (13,313,421)   Nil 
Forfeited   (3,863,477)   Nil    (8,374,250)   Nil 
Lapsed   (169,861)   Nil    (117,179)   Nil 
Outstanding at 31 December   218,962,281    Nil    221,397,597    Nil 
Exercisable at 31 December   4,504,392    Nil    3,972,911    Nil 

 

The weighted average fair value of options granted in the year was £0.68 (2015: £0.75). The fair values of options granted have been determined using a standard Black-Scholes model. The weighted average share price at the time that the options were exercised during 2016 was £0.64 (2015: £0.83). The weighted average remaining contractual life of options outstanding at the end of the year was 5.1 years (2015: 6.1 years).

F-65

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 46: SHARE-BASED PAYMENTS continued

 

Other share plans

 

LLOYDS BANKING GROUP LONG-TERM INCENTIVE PLAN

 

The Long-Term Incentive Plan (LTIP) introduced in 2006 is aimed at delivering shareholder value by linking the receipt of shares to an improvement in the performance of the Group over a three year period. Awards are made within limits set by the rules of the Plan, with the limits determining the maximum number of shares that can be awarded equating to three times annual salary. In exceptional circumstances this may increase to four times annual salary.

 

Participants may be entitled to any dividends paid during the vesting period if the performance conditions are met. An amount equal in value to any dividends paid between the award date and the date the Remuneration Committee determine that the performance conditions were met may be paid, based on the number of shares that vest. The Remuneration Committee will determine if any dividends are to be paid in cash or in shares. Details of the performance conditions for the plan are provided in the Directors’ remuneration report.

 

At the end of the performance period for the 2013 grant, the targets had not been fully met and therefore these awards vested in 2016 at a rate of 94.18 per cent.

 

   2016
Number of
shares		   2015
Number of
shares		 
Outstanding at 1 January   398,066,746    522,836,111 
Granted   132,194,032    121,676,131 
Vested   (140,879,465)   (196,193,904)
Forfeited   (33,713,900)   (50,251,592)
Dividend award   2,560,615    – 
Outstanding at 31 December   358,228,028    398,066,746 

 

Awards in respect of the 2014 grant will vest in 2017 at a rate of 55 per cent.

 

The weighted average fair value of awards granted in the year was £0.64 (2015: £0.78).

 

The fair value calculations at 31 December 2016 for grants made in the year, using Black-Scholes models and Monte Carlo simulation, are based on the following assumptions:

 

   Save-As-You-
Earn		  Executive
Share Plan
2003		  LTIP  Commercial
Banking
Transformation
Plan
Weighted average risk-free interest rate  0.25%  0.36%  0.39%  0.43%
Weighted average expected life  3.2 years  1.9 years  3.0 years  0.8 years
Weighted average expected volatility  30%  26%  24%  33%
Weighted average expected dividend yield  4.5%  3.1%  0.0%  4.5%
Weighted average share price  £0.59  £0.69  £0.73  £0.78
Weighted average exercise price  £0.47  nil  nil  nil

 

Expected volatility is a measure of the amount by which the Group’s shares are expected to fluctuate during the life of an option. The expected volatility is estimated based on the historical volatility of the closing daily share price over the most recent period that is commensurate with the expected life of the option. The historical volatility is compared to the implied volatility generated from market traded options in the Group’s shares to assess the reasonableness of the historical volatility and adjustments made where appropriate.

 

MATCHING SHARES

 

The Group undertakes to match shares purchased by employees up to the value of £45 per month; these matching shares are held in trust for a mandatory period of three years on the employee’s behalf, during which period the employee is entitled to any dividends paid on such shares. The award is subject to a non-market based condition: if an employee leaves within this three year period for other than a ‘good’ reason, 100 per cent of the matching shares are forfeited. Similarly if the employees sell their purchased shares within three years, their matching shares are forfeited.

 

The number of shares awarded relating to matching shares in 2016 was 35,956,224 (2015: 18,001,413), with an average fair value of £0.61 (2015: £0.78), based on market prices at the date of award.

 

FIXED SHARE AWARDS

 

Fixed share awards were introduced in 2014 in order to ensure that total fixed remuneration is commensurate with role and to provide a competitive reward package for certain Lloyds Banking Group employees, with an appropriate balance of fixed and variable remuneration, in line with regulatory requirements. The fixed share awards are delivered in Lloyds Banking Group shares, released over five years with 20 per cent being released each year following the year of award. The number of shares purchased in 2016 was 10,031,272 (2015: 8,237,469).

 

The fixed share award is not subject to any performance conditions, performance adjustment or clawback. On an employee leaving the Group, there is no change to the timeline for which shares will become unrestricted.

F-66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 47: RELATED PARTY TRANSACTIONS

 

Key management personnel

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of an entity; the Group’s key management personnel are the members of the Lloyds Banking Group plc Group Executive Committee together with its Non-Executive Directors.

 

The table below details, on an aggregated basis, key management personnel compensation:

 

   2016
£m		   2015
£m		   2014
£m		 
Compensation            
Salaries and other short-term benefits   17    14    15 
Post-employment benefits   –    –    1 
Share-based payments   23    18    17 
Total compensation   40    32    33 

 

Aggregate contributions in respect of key management personnel to defined contribution pension schemes were £0.1 million (2015: £0.1 million; 2014: £0.1 million).

 

   2016
million		   2015
million		   2014
million		 
Share option plans            
At 1 January   9    13    14 
Granted, including certain adjustments (includes entitlements of appointed key management personnel)   3    3    – 
Exercised/lapsed (includes entitlements of former key management personnel)   (9)   (7)   (1)
At 31 December   3    9    13 
                
    2016
million		    2015
million		    2014
million		 
Share plans               
At 1 January   82    102    105 
Granted, including certain adjustments (includes entitlements of appointed key management personnel)   29    37    19 
Exercised/lapsed (includes entitlements of former key management personnel)   (46)   (57)   (22)
At 31 December   65    82    102 

 

The tables below detail, on an aggregated basis, balances outstanding at the year end and related income and expense, together with information relating to other transactions between the Group and its key management personnel:

 

   2016
£m		   2015
£m		   2014
£m		 
Loans            
At 1 January   5    3    2 
Advanced (includes loans of appointed key management personnel)   3    4    2 
Repayments (includes loans of former key management personnel)   (4)   (2)   (1)
At 31 December   4    5    3 

 

The loans are on both a secured and unsecured basis and are expected to be settled in cash. The loans attracted interest rates of between 2.49 per cent and 23.95 per cent in 2016 (2015: 3.99 per cent and 23.95 per cent; 2014: 0.5 per cent and 23.95 per cent).

 

No provisions have been recognised in respect of loans given to key management personnel (2016 and 2015: £nil).

 

   2016
£m		   2015
£m		   2014
£m		 
Deposits            
At 1 January   13    16    13 
Placed (includes deposits of appointed key management personnel)   41    58    32 
Withdrawn (includes deposits of former key management personnel)   (42)   (61)   (29)
At 31 December   12    13    16 

 

Deposits placed by key management personnel attracted interest rates of up to 4.0 per cent (2015: 4.7 per cent; 2014: 4.7 per cent).

 

At 31 December 2016, the Group did not provide any guarantees in respect of key management personnel (2015 and 2014: none).

 

At 31 December 2016, transactions, arrangements and agreements entered into by the Group’s banking subsidiaries with directors and connected persons included amounts outstanding in respect of loans and credit card transactions of £0.4 million with five directors and two connected persons (2015: £1 million with four directors and six connected persons; 2014: £1 million with six directors and six connected persons).

F-67

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 47: RELATED PARTY TRANSACTIONS continued

 

Subsidiaries

 

In accordance with IFRS 10 Consolidated financial statements, transactions and balances with subsidiaries have been eliminated on consolidation.

 

PENSION FUNDS 

 

The Group provides banking and some investment management services to certain of its pension funds. At 31 December 2016, customer deposits of £171 million (2015: £145 million) and investment and insurance contract liabilities of £406 million (2015: £694 million) related to the Group’s pension funds.

 

COLLECTIVE INVESTMENT VEHICLES

 

The Group manages 139 (2015: 168) collective investment vehicles, such as Open Ended Investment Companies (OEICs) and of these 83 (2015: 95) are consolidated. The Group invested £265 million (2015: £818 million) and redeemed £826 million (2015: £616 million) in the unconsolidated collective investment vehicles during the year and had investments, at fair value, of £2,405 million (2015: £2,129 million) at 31 December. The Group earned fees of £192 million from the unconsolidated collective investment vehicles during 2016 (2015: £187 million).

 

JOINT VENTURES AND ASSOCIATES

 

At 31 December 2016 there were loans and advances to customers of £173 million (2015: £225 million) outstanding and balances within customer deposits of £15 million (2015: £8 million) relating to joint ventures and associates.

 

In addition to the above balances, the Group has a number of other associates held by its venture capital business that it accounts for at fair value through profit or loss. At 31 December 2016, these companies had total assets of approximately £4,712 million (2015: £3,911 million), total liabilities of approximately £5,033 million (2015: £4,104 million) and for the year ended 31 December 2016 had turnover of approximately £4,401 million (2015: £4,660 million) and made a loss of approximately £27 million (2015: net loss of £181 million). In addition, the Group has provided £1,550 million (2015: £1,710 million) of financing to these companies on which it received £127 million (2015: £125 million) of interest income in the year.

 

NOTE 48: CONTINGENT LIABILITIES AND COMMITMENTS

 

Interchange fees

 

With respect to multi-lateral interchange fees (MIFs), the Group is not directly involved in the ongoing investigations and litigation (as described below) which involve card schemes such as Visa and MasterCard. However, the Group is a member of Visa and MasterCard and other card schemes.

 

– The European Commission continues to pursue certain competition investigations into MasterCard and Visa probing, amongst other things, MIFs paid in respect of cards issued outside the EEA;
   
– Litigation continues in the English Courts against both Visa and MasterCard. This litigation has been brought by several retailers who are seeking damages for allegedly ‘overpaid’ MIFs. From publicly available information, it is understood these damages claims are running to different timescales with respect to the litigation process. It is also possible that new claims may be issued;
   
– Any ultimate impact on the Group of the above investigations and the litigation against Visa and MasterCard remains uncertain at this time.

 

Visa Inc completed its acquisition of Visa Europe on 21 June 2016. The Group’s share of the sale proceeds comprised cash consideration of approximately £330 million (of which approximately £300 million was received on completion of the sale and £30 million is deferred for three years) and preferred stock, which the Group measures at fair value. The preferred stock is convertible into Class A Common Stock of Visa Inc or its equivalent upon the occurrence of certain events. As part of this transaction, the Group and certain other UK banks also entered into a Loss Sharing Agreement (LSA) with Visa Inc, which clarifies the allocation of liabilities between the parties should the litigation referred to above result in Visa Inc being liable for damages payable by Visa Europe. The maximum amount of liability to which the Group may be subject under the LSA is capped at the cash consideration which was received by the Group at completion. Visa Inc may also have recourse to a general indemnity, currently in place under Visa Europe’s Operating Regulations, for damages claims concerning inter or intra-regional MIF setting activities.

 

LIBOR and other trading rates

 

In July 2014, the Group announced that it had reached settlements totalling £217 million (at 30 June 2014 exchange rates) to resolve with UK and US federal authorities legacy issues regarding the manipulation several years ago of Group companies’ submissions to the British Bankers’ Association (BBA) London Interbank Offered Rate (LIBOR) and Sterling Repo Rate. The Group continues to cooperate with various other government and regulatory authorities, including the Serious Fraud Office, the Swiss Competition Commission, and a number of US State Attorneys General, in conjunction with their investigations into submissions made by panel members to the bodies that set LIBOR and various other interbank offered rates.

 

Certain Group companies, together with other panel banks, have also been named as defendants in private lawsuits, including purported class action suits, in the US in connection with their roles as panel banks contributing to the setting of US Dollar, Japanese Yen and Sterling LIBOR and the Australian BBSW Reference Rate. The lawsuits, which contain broadly similar allegations, allege violations of the Sherman Antitrust Act, the Racketeer Influenced and Corrupt Organizations Act and the Commodity Exchange Act, as well as various state statutes and common law doctrines. Certain of the plaintiffs’ claims, including those asserted under US anti-trust laws, were dismissed by the US Federal Court for Southern District of New York (the District Court). In November 2015 OTC and exchange-based plaintiffs’ claims against the Group were dismissed for lack of personal jurisdiction. On 20 December 2016, the Federal Court for Southern District of New York dismissed all antitrust class action claims against LBG and its affiliates in the Multi District Litigation arising from the alleged manipulation of USD LIBOR. Further appeals in relation to the anti-trust claims remain possible.

 

Certain Group companies are also named as defendants in UK based claims raising LIBOR manipulation allegations in connection with interest rate hedging products.

 

It is currently not possible to predict the scope and ultimate outcome on the Group of the various outstanding regulatory investigations not encompassed by the settlements, any private lawsuits or any related challenges to the interpretation or validity of any of the Group’s contractual arrangements, including their timing and scale.

F-68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 48: CONTINGENT LIABILITIES AND COMMITMENTS continued

 

UK shareholder litigation

 

In August 2014, the Group and a number of former directors were named as defendants in a claim filed in the English High Court by a number of claimants who held shares in Lloyds TSB Group plc (LTSB) prior to the acquisition of HBOS plc, alleging breaches of duties in relation to information provided to shareholders in connection with the acquisition and the recapitalisation of LTSB. It is currently not possible to determine the ultimate impact on the Group (if any), but the Group intends to defend the claim vigorously.

 

Financial Services Compensation Scheme

 

The Financial Services Compensation Scheme (FSCS) is the UK’s independent statutory compensation fund of last resort for customers of authorised financial services firms and pays compensation if a firm is unable or likely to be unable to pay claims against it. The FSCS is funded by levies on the authorised financial services industry. Each deposit-taking institution contributes towards the FSCS levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year, which runs from 1 April to 31 March.

 

Following the default of a number of deposit takers in 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. At 31 March 2016, the end of the latest FSCS scheme year for which it has published accounts, the principal balance outstanding on these loans was £15,655 million (31 March 2015: £15,797 million). Although it is anticipated that the substantial majority of this loan will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the firms that defaulted, any shortfall will be funded by deposit-taking participants of the FSCS. The amount of future levies payable by the Group depends on a number of factors including the amounts recovered by the FSCS from asset sales, the Group’s participation in the deposit-taking market at 31 December, the level of protected deposits and the population of deposit-taking participants.

 

Tax authorities

 

The Group provides for potential tax liabilities that may arise on the basis of the amounts expected to be paid to tax authorities including open matters where Her Majesty’s Revenue and Customs (HMRC) adopt a different interpretation and application of tax law. The Group has an open matter in relation to a claim for group relief of losses incurred in its former Irish banking subsidiary, which ceased trading on 31 December 2010. In 2013 HMRC informed the Group that their interpretation of the UK rules, permitting the offset of such losses, denies the claim; if HMRC’s position is found to be correct management estimate that this would result in an increase in current tax liabilities of approximately £600 million and a reduction in the Group’s deferred tax asset of approximately £400 million. The Group does not agree with HMRC’s position and, having taken appropriate advice, does not consider that this is a case where additional tax will ultimately fall due. There are a number of other open matters on which the Group is in discussion with HMRC (including the tax treatment of certain costs arising from the divestment of TSB Banking Group plc); none of these is expected to have a material impact on the financial position of the Group.

 

Residential mortgage repossessions

 

In August 2014, the Northern Ireland High Court handed down judgment in favour of the borrowers in relation to three residential mortgage test cases concerning certain aspects of the Group’s practice with respect to the recalculation of contractual monthly instalments of customers in arrears. The FCA is actively engaged with the industry in relation to these considerations. The Group will respond as appropriate to this and any investigations, proceedings, or regulatory action that may in due course be instigated as a result of these issues. The FCA has issued a consultation on new guidance on the treatment of customers with mortgage payment shortfalls. The guidance covers remediation for mortgage customers who may have been affected by the way firms calculate these customers’ monthly mortgage instalments. The output from this consultation is expected in the first quarter of 2017.

 

Update to the Financial Conduct Authority’s announcement in November 2015 on a deadline for PPI complaints and Plevin v Paragon Personal Finance Limited

 

On 2 August 2016, the Financial Conduct Authority (FCA) published a further consultation paper (CP16/20: Rules and guidance on payment protection insurance complaints: feedback on CP15/39 and further consultation), following on from the original consultation published in November 2015. The consultation papers proposed the introduction of a two year industry deadline by which consumers would need to make their PPI complaints and rules and guidance that should apply when firms handle PPI complaints in light of the UK Supreme Court’s decision in Plevin v Paragon Personal Finance Limited [2014] UKSC 61. On 2 March 2017 the FCA confirmed that the deadline would be 29 August 2019, and new rules for Plevin would come into force in August 2017.

 

Mortgage arrears handling activities

 

On 26 May 2016, the Group was informed that an enforcement team at the FCA had commenced an investigation in connection with the Group’s mortgage arrears handling activities. This investigation is ongoing and it is currently not possible to make a reliable assessment of the liability, if any, that may result from the investigation.

 

HBOS Reading – customer review

 

The Group is commencing a review into a number of customer cases from the former HBOS Impaired Assets Office based in Reading. This review follows the conclusion of a criminal trial in which a number of individuals, including two former HBOS employees, were convicted of conspiracy to corrupt, fraudulent trading and associated money laundering offences which occurred prior to the acquisition of HBOS by the Group in 2009. The review is at an early stage and it is currently not possible to determine the ultimate financial impact on the Group.

F-69

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 48: CONTINGENT LIABILITIES AND COMMITMENTS continued

 

Other legal actions and regulatory matters

 

In addition, during the ordinary course of business the Group is subject to other complaints and threatened or actual legal proceedings (including class or group action claims) brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges, investigations and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to management’s best estimate of the amount required at the relevant balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or because further time is needed properly to assess the merits of the case, and no provisions are held in relation to such matters. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.

 

    2016     2015  
    £m     £m  
Contingent liabilities            
Acceptances and endorsements   21     52  
Other:            
Other items serving as direct credit substitutes   779     458  
Performance bonds and other transaction-related contingencies   2,237     2,123  
    3,016     2,581  
Total contingent liabilities   3,037     2,633  
   

 

The contingent liabilities of the Group arise in the normal course of its banking business and it is not practicable to quantify their future financial effect.

 

    2016     2015  
    £m     £m  
Commitments            
Forward asset purchases and forward deposits placed   648     421  
Undrawn formal standby facilities, credit lines and other commitments to lend:            
Less than 1 year original maturity:            
Mortgage offers made   10,749     9,995  
Other commitments   62,697     57,809  
    73,446     67,804  
1 year or over original maturity   40,074     44,691  
Total commitments   114,168     112,916  

 

Of the amounts shown above in respect of undrawn formal standby facilities, credit lines and other commitments to lend, £63,203 million (2015: £63,086 million) was irrevocable.

 

Operating lease commitments

 

Where a Group company is the lessee the future minimum lease payments under non-cancellable premises operating leases are as follows:

 

    2016     2015  
    £m     £m  
Not later than 1 year   264     267  
Later than 1 year and not later than 5 years   855     885  
Later than 5 years   944     1,049  
Total operating lease commitments   2,063     2,201  

 

Operating lease payments represent rental payable by the Group for certain of its properties. Some of these operating lease arrangements have renewal options and rent escalation clauses, although the effect of these is not material. No arrangements have been entered into for contingent rental payments.

 

Capital commitments

 

Excluding commitments in respect of investment property (note 26), capital expenditure contracted but not provided for at 31 December 2016 amounted to £543 million (2015: £388 million). Of this amount, £541 million (2015: £380 million) related to assets to be leased to customers under operating leases. The Group’s management is confident that future net revenues and funding will be sufficient to cover these commitments.

F-70

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS

 

(1) Measurement basis of financial assets and liabilities

 

The accounting policies in note 2 describe how different classes of financial instruments are measured, and how income and expenses, including fair value gains and losses, are recognised. The following table analyses the carrying amounts of the financial assets and liabilities by category and by balance sheet heading.

 

        At fair value
through profit or loss		                      
    Derivatives
designated
as hedging
instruments
£m		   Held for
trading
£m		   Designated
upon initial
recognition
£m		   Available-
for-sale
£m		   Loans and
receivables
£m		   Held at
amortised
cost
£m		   Insurance
contracts
£m		   Total
£m		  
At 31 December 2016                                  
Financial assets                                  
Cash and balances at central banks   –   –   –   –   –   47,452   –   47,452  
Items in the course of collection from banks   –   –   –   –   –   706   –   706  
Trading and other financial assets at fair value through profit or loss   –   45,253   105,921   –   –   –   –   151,174  
Derivative financial instruments   2,712   33,426   –   –   –   –   –   36,138  
Loans and receivables:                                  
Loans and advances to banks   –   –   –   –   26,902   –   –   26,902  
Loans and advances to customers   –   –   –   –   457,958   –   –   457,958  
Debt securities   –   –   –   –   3,397   –   –   3,397  
    –   –   –   –   488,257   –   –   488,257  
Available-for-sale financial assets   –   –   –   56,524   –   –   –   56,524  
Total financial assets   2,712   78,679   105,921   56,524   488,257   48,158   –   780,251  
Financial liabilities                                  
Deposits from banks   –   –   –   –   –   16,384   –   16,384  
Customer deposits   –   –   –   –   –   415,460   –   415,460  
Items in course of transmission to banks   –   –   –   –   –   548   –   548  
Trading and other financial liabilities at fair value through profit or loss   –   45,079   9,425   –   –   –   –   54,504  
Derivative financial instruments   1,964   32,960   –   –   –   –   –   34,924  
Notes in circulation   –   –   –   –   –   1,402   –   1,402  
Debt securities in issue   –   –   –   –   –   76,314   –   76,314  
Liabilities arising from insurance contracts and participating investment contracts   –   –   –   –   –   –   94,390   94,390  
Liabilities arising from non-participating investment contracts   –   –   –   –   –   –   20,112   20,112  
Unallocated surplus within insurance businesses   –   –   –   –   –   –   243   243  
Subordinated liabilities   –   –   –   –   –   19,831   –   19,831  
Total financial liabilities   1,964   78,039   9,425   –   –   529,939   114,745   734,112  
F-71

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

        At fair value
through profit or loss		                      
    Derivatives
designated
as hedging
instruments
£m		   Held for
trading
£m		   Designated
upon initial
recognition
£m		   Available-
for-sale
£m		   Loans and
receivables
£m		   Held at
amortised
cost
£m		   Insurance
contracts
£m		   Total
£m		  
At 31 December 2015                                  
Financial assets                                  
Cash and balances at central banks   –   –   –   –   –   58,417   –   58,417  
Items in the course of collection from banks   –   –   –   –   –   697   –   697  
Trading and other financial assets at fair value through profit or loss    –    42,661    97,875    –    –    –    –    140,536  
Derivative financial instruments   2,686   26,781   –   –   –   –   –   29,467  
Loans and receivables:                                  
Loans and advances to banks   –   –   –   –   25,117   –   –   25,117  
Loans and advances to customers   –   –   –   –   455,175   –   –   455,175  
Debt securities   –   –   –   –   4,191   –   –   4,191  
    –   –   –   –   484,483   –   –   484,483  
Available-for-sale financial assets   –   –   –   33,032   –   –   –   33,032  
Held-to-maturity investments   –   –   –   –   –   19,808   –   19,808  
Total financial assets   2,686   69,442   97,875   33,032   484,483   78,922   –   766,440  
Financial liabilities                                  
Deposits from banks   –   –   –   –   –   16,925   –   16,925  
Customer deposits   –   –   –   –   –   418,326   –   418,326  
Items in course of transmission to banks   –   –   –   –   –   717   –   717  
Trading and other financial liabilities at fair value through profit or loss    –    43,984    7,879    –    –    –    –    51,863  
Derivative financial instruments   2,437   23,864   –   –   –   –   –   26,301  
Notes in circulation   –   –   –   –   –   1,112   –   1,112  
Debt securities in issue   –   –   –   –   –   82,056   –   82,056  
Liabilities arising from insurance contracts and participating investment contracts    –    –    –    –    –    –    80,294    80,294  
Liabilities arising from non-participating investment contracts    –    –    –    –    –    –    22,777    22,777  
Unallocated surplus within insurance businesses   –   –   –   –   –   –   257   257  
Subordinated liabilities   –   –   –   –   –   23,312   –   23,312  
Total financial liabilities   2,437   67,848   7,879   –   –   542,448   103,328   723,940  
F-72

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(2) Fair value measurement

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is a measure as at a specific date and may be significantly different from the amount which will actually be paid or received on maturity or settlement date.

 

Wherever possible, fair values have been calculated using unadjusted quoted market prices in active markets for identical instruments held by the Group. Where quoted market prices are not available, or are unreliable because of poor liquidity, fair values have been determined using valuation techniques which, to the extent possible, use market observable inputs, but in some cases use non-market observable inputs. Valuation techniques used include discounted cash flow analysis and pricing models and, where appropriate, comparison to instruments with characteristics similar to those of the instruments held by the Group.

 

The Group manages valuation adjustments for its derivative exposures on a net basis; the Group determines their fair values on the basis of their net exposures. In all other cases, fair values of financial assets and liabilities measured at fair value are determined on the basis of their gross exposures.

 

The carrying amount of the following financial instruments is a reasonable approximation of fair value: cash and balances at central banks, items in the course of collection from banks, items in course of transmission to banks, notes in circulation and liabilities arising from non-participating investment contracts.

 

Because a variety of estimation techniques are employed and significant estimates made, comparisons of fair values between financial institutions may not be meaningful. Readers of these financial statements are thus advised to use caution when using this data to evaluate the Group’s financial position.

 

Fair value information is not provided for items that are not financial instruments or for other assets and liabilities which are not carried at fair value in the Group’s consolidated balance sheet. These items include intangible assets, such as the value of the Group’s branch network, the long-term relationships with depositors and credit card relationships; premises and equipment; and shareholders’ equity. These items are material and accordingly the Group believes that the fair value information presented does not represent the underlying value of the Group.

 

VALUATION CONTROL FRAMEWORK

 

The key elements of the control framework for the valuation of financial instruments include model validation, product implementation review and independent price verification. These functions are carried out by appropriately skilled risk and finance teams, independent of the business area responsible for the products.

 

Model validation covers both qualitative and quantitative elements relating to new models. In respect of new products, a product implementation review is conducted pre- and post-trading. Pre-trade testing ensures that the new model is integrated into the Group’s systems and that the profit and loss and risk reporting are consistent throughout the trade life cycle. Post-trade testing examines the explanatory power of the implemented model, actively monitoring model parameters and comparing in-house pricing to external sources. Independent price verification procedures cover financial instruments carried at fair value. The frequency of the review is matched to the availability of independent data, monthly being the minimum. Valuation differences in breach of established thresholds are escalated to senior management. The results from independent pricing and valuation reserves are reviewed monthly by senior management.

 

Formal committees, consisting of senior risk, finance and business management, meet at least quarterly to discuss and approve valuations in more judgemental areas, in particular for unquoted equities, structured credit, over-the-counter options and the Credit Valuation Adjustment (CVA) reserve.

 

VALUATION OF FINANCIAL ASSETS AND LIABILITIES

 

Assets and liabilities carried at fair value or for which fair values are disclosed have been classified into three levels according to the quality and reliability of information used to determine the fair values.

 

LEVEL 1

 

Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities. Products classified as level 1 predominantly comprise equity shares, treasury bills and other government securities.

 

LEVEL 2

 

Level 2 valuations are those where quoted market prices are not available, for example where the instrument is traded in a market that is not considered to be active or valuation techniques are used to determine fair value and where these techniques use inputs that are based significantly on observable market data. Examples of such financial instruments include most over-the-counter derivatives, financial institution issued securities, certificates of deposit and certain asset-backed securities.

 

LEVEL 3

 

Level 3 portfolios are those where at least one input which could have a significant effect on the instrument’s valuation is not based on observable market data. Such instruments would include the Group’s venture capital and unlisted equity investments which are valued using various valuation techniques that require significant management judgement in determining appropriate assumptions, including earnings multiples and estimated future cash flows. Certain of the Group’s asset-backed securities and derivatives, principally where there is no trading activity in such securities, are also classified as level 3.

 

Transfers out of the level 3 portfolio arise when inputs that could have a significant impact on the instrument’s valuation become market observable after previously having been non-market observable. In the case of asset-backed securities this can arise if more than one consistent independent source of data becomes available. Conversely transfers into the portfolio arise when consistent sources of data cease to be available.

F-73

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(3) Financial assets and liabilities carried at fair value

 

Critical accounting estimates and judgements

 

The valuation techniques for level 2 and, particularly, level 3 financial instruments involve management judgement and estimates the extent of which depends on the complexity of the instrument and the availability of market observable information. In addition, in line with market practice, the Group applies credit, debit and funding valuation adjustments in determining the fair value of its uncollateralised derivative positions. A description of these adjustments is set out in this note on page F-79. Further details of the Group’s level 3 financial instruments and the sensitivity of their valuation including the effect of applying reasonably possible alternative assumptions in determining their fair value are set out below. Details about sensitivities to market risk arising from trading assets and other treasury positions can be found in the Risk Management section on page 87.

 

(A) FINANCIAL ASSETS, EXCLUDING DERIVATIVES

 

VALUATION HIERARCHY

 

At 31 December 2016, the Group’s financial assets carried at fair value, excluding derivatives, totalled £207,698 million (31 December 2015: £173,568 million). The table below analyses these financial assets by balance sheet classification, asset type and valuation methodology (level 1, 2 or 3, as described on page F-73). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and 2 during the year.

 

VALUATION HIERARCHY

    Level 1     Level 2     Level 3     Total  
    £m     £m     £m     £m  
At 31 December 2016                        
Trading and other financial assets at fair value through profit or loss                        
Loans and advances to customers   –     30,473     –     30,473  
Loans and advances to banks   –     2,606     –     2,606  
Debt securities:                        
Government securities   24,959     1,773     –     26,732  
Other public sector securities   –     1,279     46     1,325  
Bank and building society certificates of deposit   –     244     –     244  
Asset-backed securities:                        
Mortgage-backed securities   –     654     53     707  
Other asset-backed securities   4     1,092     442     1,538  
Corporate and other debt securities   112     17,968     1,752     19,832  
    25,075     23,010     2,293     50,378  
Equity shares   66,147     37     1,513     67,697  
Treasury and other bills   20     –     –     20  
Total trading and other financial assets at fair value through profit or loss   91,242     56,126     3,806     151,174  
Available-for-sale financial assets                        
Debt securities:                        
Government securities   48,542     172     –     48,714  
Bank and building society certificates of deposit   –     142     –     142  
Asset-backed securities:                        
Mortgage-backed securities   –     108     –     108  
Other asset-backed securities   –     184     133     317  
Corporate and other debt securities   107     5,923     –     6,030  
    48,649     6,529     133     55,311  
Equity shares   435     17     761     1,213  
Total available-for-sale financial assets   49,084     6,546     894     56,524  
Total financial assets carried at fair value, excluding derivatives   140,326     62,672     4,700     207,698  
F-74

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

    Level 1     Level 2     Level 3     Total  
    £m     £m     £m     £m  
At 31 December 2015                        
Trading and other financial assets at fair value through profit or loss                        
Loans and advances to customers   –     30,109     –     30,109  
Loans and advances to banks   –     3,065     –     3,065  
Debt securities:                        
Government securities   20,881     1,235     1     22,117  
Other public sector securities   –     759     1,280     2,039  
Bank and building society certificates of deposit   –     135     –     135  
Asset-backed securities:                        
Mortgage-backed securities   –     1,295     63     1,358  
Other asset-backed securities   –     839     8     847  
Corporate and other debt securities   38     18,241     2,037     20,316  
    20,919     22,504     3,389     46,812  
Equity shares   58,457     292     1,727     60,476  
Treasury and other bills   74     –     –     74  
Total trading and other financial assets at fair value through profit or loss   79,450     55,970     5,116     140,536  
Available-for-sale financial assets                        
Debt securities:                        
Government securities   25,259     70     –     25,329  
Bank and building society certificates of deposit   –     186     –     186  
Asset-backed securities:                        
Mortgage-backed securities   –     197     –     197  
Other asset-backed securities   –     264     55     319  
Corporate and other debt securities   7     5,801     –     5,808  
    25,266     6,518     55     31,839  
Equity shares   43     521     629     1,193  
Total available-for-sale financial assets   25,309     7,039     684     33,032  
Total financial assets carried at fair value, excluding derivatives   104,759     63,009     5,800     173,568  
F-75

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

MOVEMENTS IN LEVEL 3 PORTFOLIO

 

The table below analyses movements in level 3 financial assets, excluding derivatives, carried at fair value (recurring measurement).

 

   2016     2015 
   Trading and
other financial
assets at fair
value through
profit or loss
£m		   Available-
for-sale
£m		   Total level 3
assets carried
at fair value,
excluding
derivatives
(recurring basis)
£m		   Trading and other
financial assets at
fair value through
profit or loss
 £m		   Available-
for-sale
£m		   Total level 3
assets carried
at fair value,
 excluding
derivatives
(recurring basis)
£m		 
At 1 January   5,116    684    5,800    5,104    270    5,374 
Exchange and other adjustments   8    12    20    –    –    – 
Gains recognised in the income statement within other income   437    –    437    192    –    192 
Gains recognised in other comprehensive income within the revaluation reserve in respect of available-for-sale financial assets   –    312    312    –    302    302 
Purchases   833    258    1,091    965    68    1,033 
Sales   (2,597)   (527)   (3,124)   (1,070)   (11)   (1,081)
Transfers into the level 3 portfolio   186    155    341    71    55    126 
Transfers out of the level 3 portfolio   (177)   –    (177)   (146)   –    (146)
At 31 December   3,806    894    4,700    5,116    684    5,800 
Gains recognised in the income statement, within other income, relating to the change in fair value of those assets held at 31 December   642    –    642    34    –    34 

 

VALUATION METHODOLOGY FOR FINANCIAL ASSETS, EXCLUDING DERIVATIVES

 

LOANS AND ADVANCES TO CUSTOMERS AND BANKS

 

These assets are principally reverse repurchase agreements. The fair value of these assets is determined using discounted cash flow techniques. The discount rates are derived from observable repo curves specific to the type of security purchased under the reverse repurchase agreement.

 

DEBT SECURITIES

 

Debt securities measured at fair value and classified as level 2 are valued by discounting expected cash flows using an observable credit spread applicable to the particular instrument.

 

Where there is limited trading activity in debt securities, the Group uses valuation models, consensus pricing information from third party pricing services and broker or lead manager quotes to determine an appropriate valuation. Debt securities are classified as level 3 if there is a significant valuation input that cannot be corroborated through market sources or where there are materially inconsistent values for an input. Asset classes classified as level 3 mainly comprise certain collateralised loan obligations and collateralised debt obligations.

 

EQUITY INVESTMENTS

 

Unlisted equity and fund investments are valued using different techniques in accordance with the Group’s valuation policy and International Private Equity and Venture Capital Guidelines.

 

Depending on the business sector and the circumstances of the investment, unlisted equity valuations are based on earnings multiples, net asset values or discounted cash flows.

 

– A number of earnings multiples are used in valuing the portfolio including price earnings, earnings before interest and tax and earnings before interest, tax, depreciation and amortisation. The particular multiple selected being appropriate for the type of business being valued and is derived by reference to the current market-based multiple. Consideration is given to the risk attributes, growth prospects and financial gearing of comparable businesses when selecting an appropriate multiple.
   
– Discounted cash flow valuations use estimated future cash flows, usually based on management forecasts, with the application of appropriate exit yields or terminal multiples and discounted using rates appropriate to the specific investment, business sector or recent economic rates of return. Recent transactions involving the sale of similar businesses may sometimes be used as a frame of reference in deriving an appropriate multiple.
   
– For fund investments the most recent capital account value calculated by the fund manager is used as the basis for the valuation and adjusted, if necessary, to align valuation techniques with the Group’s valuation policy.

 

Unlisted equity investments and investments in property partnerships held in the life assurance funds are valued using third party valuations. Management take account of any pertinent information, such as recent transactions and information received on particular investments, to adjust the third party valuations where necessary.

F-76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(B) FINANCIAL LIABILITIES, EXCLUDING DERIVATIVES

 

VALUATION HIERARCHY

 

At 31 December 2016, the Group’s financial liabilities carried at fair value, excluding derivatives, comprised its trading and other financial liabilities at fair value through profit or loss and totalled £54,504 million (31 December 2015: £51,863 million). (Financial guarantees are also recognised at fair value, on initial recognition, and are classified as level 3; but the balance is not material). The table below analyses these financial liabilities by balance sheet classification and valuation methodology (level 1, 2 or 3, as described on page F-73). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and 2 during the year.

 

  Level 1
£m		  Level 2
£m		  Level 3
£m		  Total
£m
At 31 December 2016           
Trading and other financial liabilities at fair value through profit or loss           
Liabilities held at fair value through profit or loss –  9,423  2  9,425
Trading liabilities:           
Liabilities in respect of securities sold under repurchase agreements –  42,067  –  42,067
Short positions in securities 2,417  65  –  2,482
Other –  530  –  530
  2,417  42,662  –  45,079
Total financial liabilities carried at fair value, excluding derivatives 2,417  52,085  2  54,504
At 31 December 2015           
Trading and other financial liabilities at fair value through profit or loss           
Liabilities held at fair value through profit or loss –  7,878  1  7,879
Trading liabilities:           
Liabilities in respect of securities sold under repurchase agreements –  38,431  –  38,431
Short positions in securities 4,153  287  –  4,440
Other –  1,113  –  1,113
  4,153  39,831  –  43,984
Total financial liabilities carried at fair value, excluding derivatives 4,153  47,709  1  51,863

 

The table below analyses movements in the level 3 financial liabilities portfolio, excluding derivatives. There were no transfers into or out of level 3 during 2015 or 2016.

 

   2016   2015 
   £m   £m 
At 1 January   1    5 
Losses (gains) recognised in the income statement within other income   1    – 
Redemptions   –    (4)
At 31 December   2    1 
Gains recognised in the income statement, within other income, relating to the change in fair value of those liabilities held at 31 December   1    – 

 

 

VALUATION METHODOLOGY FOR FINANCIAL LIABILITIES, EXCLUDING DERIVATIVES

 

LIABILITIES HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

 

These principally comprise debt securities in issue which are classified as level 2 and their fair value is determined using techniques whose inputs are based on observable market data. The carrying amount of the securities is adjusted to reflect the effect of changes in own credit spreads. The resulting gain or loss is recognised in the income statement.

 

At 31 December 2016, the own credit adjustment arising from the fair valuation of £9,423 million (2015: £7,878 million) of the Group’s debt securities in issue designated at fair value through profit or loss resulted in a loss of £28 million (2015: gain of £114 million).

F-77

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

TRADING LIABILITIES IN RESPECT OF SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

 

The fair value of these liabilities is determined using discounted cash flow techniques. The discount rates are derived from observable repo curves specific to the type of security sold under the repurchase agreement.

 

(C) DERIVATIVES

 

All of the Group’s derivative assets and liabilities are carried at fair value. At 31 December 2016, such assets totalled £36,138 million (31 December 2015: £29,467 million) and liabilities totalled £34,924 million (31 December 2015: £26,301 million). The table below analyses these derivative balances by valuation methodology (level 1, 2 or 3, as described on page F-73). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and level 2 during the year.

 

   2016   2015 
   Level 1
£m		   Level 2
£m		   Level 3
£m		   Total
£m		   Level 1
£m		   Level 2
£m		   Level 3
£m		   Total
£m		 
Derivative assets   270    34,469    1,399    36,138    43    27,955    1,469    29,467 
Derivative liabilities   (358)   (33,606)   (960)   (34,924)   (41)   (25,537)   (723)   (26,301)

 

Where the Group’s derivative assets and liabilities are not traded on an exchange, they are valued using valuation techniques, including discounted cash flow and options pricing models, as appropriate. The types of derivatives classified as level 2 and the valuation techniques used include:

 

– Interest rate swaps which are valued using discounted cash flow models; the most significant inputs into those models are interest rate yield curves which are developed from publicly quoted rates.
   
– Foreign exchange derivatives that do not contain options which are priced using rates available from publicly quoted sources.
   
– Credit derivatives which are valued using standard models with observable inputs, except for the items classified as level 3, which are valued using publicly available yield and credit default swap (CDS) curves.
   
– Less complex interest rate and foreign exchange option products which are valued using volatility surfaces developed from publicly available interest rate cap, interest rate swaption and other option volatilities; option volatility skew information is derived from a market standard consensus pricing service. For more complex option products, the Group calibrates its models using observable at-the-money data; where necessary, the Group adjusts for out-of-the-money positions using a market standard consensus pricing service.

 

Complex interest rate and foreign exchange products where there is significant dispersion of consensus pricing or where implied funding costs are material and unobservable are classified as level 3.

 

Where credit protection, usually in the form of credit default swaps, has been purchased or written on asset-backed securities, the security is referred to as a negative basis asset-backed security and the resulting derivative assets or liabilities have been classified as either level 2 or level 3 according to the classification of the underlying asset-backed security.

 

The table below analyses movements in level 3 derivative assets and liabilities carried at fair value.

 

   2016   2015 
   Derivative
 assets
 £m		   Derivative
 liabilities
 £m		   Derivative
 assets
 £m		   Derivative
 liabilities
 £m		 
At 1 January   1,469    (723)   2,771    (1,456)
Exchange and other adjustments   74    (53)   (25)   18 
Gains (losses) recognised in the income statement within other income   220    (299)   (87)   (36)
Purchases (additions)   24    (13)   72    (74)
(Sales) redemptions   (91)   128    (125)   120 
Derecognised pursuant to tender offers and redemptions in respect of Enhanced Capital Notes   (476)   –    –    – 
Transfers into the level 3 portfolio   216    –    126    (114)
Transfers out of the level 3 portfolio   (37)   –    (1,263)   819 
At 31 December   1,399    (960)   1,469    (723)
Gains (losses) recognised in the income statement, within other income, relating to the change in fair value of those assets or liabilities held at 31 December   284    (262)   (95)   (12)

 

F-78

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

DERIVATIVE VALUATION ADJUSTMENTS

 

Derivative financial instruments which are carried in the balance sheet at fair value are adjusted where appropriate to reflect credit risk, market liquidity and other risks.

 

(I) UNCOLLATERALISED DERIVATIVE VALUATION ADJUSTMENTS, EXCLUDING MONOLINE COUNTERPARTIES

 

The following table summarises the movement on this valuation adjustment account during 2015 and 2016:

 

   2016
£m		   2015
£m		 
At 1 January   598    608 
Income statement charge (credit)   163    (38)
Transfers   (17)   28 
At 31 December   744    598 
           
Represented by:          
    2016    2015 
    £m    £m 
Credit Valuation Adjustment   685    511 
Debit Valuation Adjustment   (123)   (78)
Funding Valuation Adjustment   182    165 
    744    598 

 

Credit and Debit Valuation Adjustments (CVA and DVA) are applied to the Group’s over-the-counter derivative exposures with counterparties that are not subject to standard interbank collateral arrangements. These exposures largely relate to the provision of risk management solutions for corporate customers within the Commercial Banking division.

 

A CVA is taken where the Group has a positive future uncollateralised exposure (asset). A DVA is taken where the Group has a negative future uncollateralised exposure (liability). These adjustments reflect interest rates and expectations of counterparty creditworthiness and the Group’s own credit spread respectively.

 

The CVA is sensitive to:

 

– the current size of the mark-to-market position on the uncollateralised asset;
   
– expectations of future market volatility of the underlying asset; and
   
– expectations of counterparty creditworthiness.

 

In circumstances where exposures to a counterparty become impaired, any associated derivative valuation adjustment is transferred and assessed for specific loss alongside other non-derivative assets and liabilities that the counterparty may have with the Group.

 

Market Credit Default Swap (CDS) spreads are used to develop the probability of default for quoted counterparties. For unquoted counterparties, internal credit ratings and market sector CDS curves and recovery rates are used. The Loss Given Default (LGD) is based on market recovery rates and internal credit assessments.

 

The combination of a one notch deterioration in the credit rating of derivative counterparties and a ten per cent increase in LGD increases the CVA by £64 million. Current market value is used to estimate the projected exposure for products not supported by the model, which are principally complex interest rate options that are traded in very low volumes. For these, the CVA is calculated on an add-on basis (in total contributing £1 million of the overall CVA balance at 31 December 2016).

 

The DVA is sensitive to:

 

– the current size of the mark-to-market position on the uncollateralised liability;
   
 – expectations of future market volatility of the underlying liability; and
   
 – the Group’s own CDS spread.

 

A one per cent rise in the CDS spread would lead to an increase in the DVA of £152 million to £275 million.

 

The risk exposures that are used for the CVA and DVA calculations are strongly influenced by interest rates. Due to the nature of the Group’s business the CVA/DVA exposures tend to be on average the same way around such that the valuation adjustments fall when interest rates rise. A one per cent rise in interest rates would lead to a £221 million fall in the overall valuation adjustment to £341 million. The CVA model used by the Group does not assume any correlation between the level of interest rates and default rates.

 

The Group has also recognised a Funding Valuation Adjustment to adjust for the net cost of funding uncollateralised derivative positions. This adjustment is calculated on the expected future exposure discounted at a suitable cost of funds. A ten basis points increase in the cost of funds will increase the funding valuation adjustment by approximately £32 million.

 

(II) MARKET LIQUIDITY

 

The Group includes mid to bid-offer valuation adjustments against the expected cost of closing out the net market risk in the Group’s trading positions within a timeframe that is consistent with historical trading activity and spreads that the trading desks have accessed historically during the ordinary course of business in normal market conditions.

 

At 31 December 2016, the Group’s derivative trading business held mid to bid-offer valuation adjustments of £96 million (2015: £76 million).

F-79

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(D) SENSITIVITY OF LEVEL 3 VALUATIONS

 

         At 31 December 2016   At 31 December 2015 
             Effect of reasonably possible
alternative assumptions2		       Effect of reasonably possible
 alternative assumptions2		 
   Valuation techniques  Significant unobservable
inputs1		  Carrying
 value
 £m		   Favourable
 changes
 £m		   Unfavourable
changes
£m		   Carrying
value
£m		   Favourable
changes
£m		   Unfavourable
changes
£m		 
Trading and other financial assets at fair value
through profit or loss		                                  
Debt securities  Discounted cash flows  Credit spreads (bps) (1ps/2ps)   29    5    (5)   92    7    (7)
Asset-backed securities  Lead manager or broker quote  n/a   59    –    –    62    –    – 
Equity and venture capital investments  Market approach  Earnings multiple (0.9/10.0)   2,163    63    (68)   2,279    72    (72)
   Underlying asset/net asset value (incl. property prices)3  n/a   54    2    (3)   145    8    (14)
Unlisted equities and debt securities, property partnerships in the life funds  Underlying asset/net asset value (incl. property prices)3  n/a   1,501    –    (32)   2,538    –    (48)
          3,806              5,116           
Available-for-sale financial assets                                  
Asset-backed securities  Lead manager or broker quote/consensus pricing  n/a   133    –    –    55    –    – 
Equity and venture capital investments  Underlying asset/net asset value (incl. property prices)3  n/a   761    48    (53)   339    25    (27)
Other  Various  n/a   –    –    –    290    –    – 
          894              684           
Derivative financial assets                                  
Embedded equity conversion feature  Lead manager or broker quote  Equity conversion feature spread   –    –    –    545    14    (14)
Interest rate derivatives  Option pricing model  Interest rate volatility (0%/115%)   1,399    (3)   (19)   924    20    (19)
          1,399              1,469           
Level 3 financial assets carried at fair value    6,099             7,269             
Trading and other financial liabilities at fair value through profit or loss      2    –    –    1    –    – 
Derivative financial liabilities                                  
Interest rate
derivatives		  Option pricing model  Interest rate volatility (0%/115%)   960    –    –    723    –    – 
          960              723           
Level 3 financial liabilities carried at fair value       962             724             

 

1 Ranges are shown where appropriate and represent the highest and lowest inputs used in the level 3 valuations.
   
2 Where the exposure to an unobservable input is managed on a net basis, only the net impact is shown in the table.
   
3 Underlying asset/net asset values represent fair value.
F-80

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

UNOBSERVABLE INPUTS

 

Significant unobservable inputs affecting the valuation of debt securities, unlisted equity investments and derivatives are as follows:

 

– Interest rates and inflation rates are referenced in some derivatives where the payoff that the holder of the derivative receives depends on the behaviour of those underlying references through time.
   
– Credit spreads represent the premium above the benchmark reference instrument required to compensate for lower credit quality; higher spreads lead to a lower fair value.
   
– Volatility parameters represent key attributes of option behaviour; higher volatilities typically denote a wider range of possible outcomes.
   
– Earnings multiples are used to value certain unlisted equity investments; a higher earnings multiple will result in a higher fair value.

 

REASONABLY POSSIBLE ALTERNATIVE ASSUMPTIONS

 

Valuation techniques applied to many of the Group’s level 3 instruments often involve the use of two or more inputs whose relationship is interdependent. The calculation of the effect of reasonably possible alternative assumptions included in the table above reflects such relationships.

 

DEBT SECURITIES

 

Reasonably possible alternative assumptions have been determined in respect of the Group’s structured credit investment by flexing credit spreads.

 

DERIVATIVES

 

Reasonably possible alternative assumptions have been determined in respect of swaptions in the Group’s derivative portfolios which are priced using industry standard option pricing models. Such models require interest rate volatilities which may be unobservable at longer maturities.

To derive reasonably possible alternative valuations these volatilities have been flexed within a range of nil per cent to 115 per cent (2015: 1 per cent and 63 per cent).

 

UNLISTED EQUITY, VENTURE CAPITAL INVESTMENTS AND INVESTMENTS IN PROPERTY PARTNERSHIPS

 

The valuation techniques used for unlisted equity and venture capital investments vary depending on the nature of the investment. Reasonably possible alternative valuations for these investments have been calculated by reference to the approach taken, as appropriate to the business sector and investment circumstances and as such the following inputs have been considered:

 

– for valuations derived from earnings multiples, consideration is given to the risk attributes, growth prospects and financial gearing of comparable businesses when selecting an appropriate multiple;
   
– the discount rates used in discounted cash flow valuations; and
   
– in line with International Private Equity and Venture Capital Guidelines, the values of underlying investments in fund investments portfolios.
F-81

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(4) Financial assets and liabilities carried at amortised cost

 

(A) FINANCIAL ASSETS

 

VALUATION HIERARCHY

 

The table below analyses the fair values of the financial assets of the Group which are carried at amortised cost by valuation methodology (level 1, 2 or 3, as described on page F-73). Loans and receivables are mainly classified as level 3 due to significant unobservable inputs used in the valuation models. Where inputs are observable, debt securities are classified as level 1 or 2.

 

           Valuation hierarchy 
   Carrying value   Fair value   Level 1   Level 2   Level 3 
   £m   £m   £m   £m   £m 
At 31 December 2016                         
Loans and receivables:                         
Loans and advances to customers: unimpaired   451,339    450,986    –    –    450,986 
Loans and advances to customers: impaired   6,619    6,475    –    –    6,475 
Loans and advances to customers   457,958    457,461    –    –    457,461 
Loans and advances to banks   26,902    26,812    –    –    26,812 
Debt securities   3,397    3,303    –    3,288    15 
Reverse repos included in above amounts:                         
Loans and advances to customers   8,304    8,304    –    –    8,304 
Loans and advances to banks   902    902    –    –    902 
At 31 December 2015                         
Loans and receivables:                         
Loans and advances to customers: unimpaired   448,010    447,808    –    –    447,808 
Loans and advances to customers: impaired   7,165    6,989    –    –    6,989 
Loans and advances to customers   455,175    454,797    –    –    454,797 
Loans and advances to banks   25,117    25,130    –    –    25,130 
Debt securities   4,191    4,107    7    4,090    10 
Held-to-maturity investments   19,808    19,851    19,851    –    – 
Reverse repos included in above amounts:                         
Loans and advances to customers   –    –    –    –    – 
Loans and advances to banks   963    963    –    –    963 

 

VALUATION METHODOLOGY

 

Loans and advances to customers

 

The Group provides loans and advances to commercial, corporate and personal customers at both fixed and variable rates due to their short term nature. The carrying value of the variable rate loans and those relating to lease financing is assumed to be their fair value.

 

To determine the fair value of loans and advances to customers, loans are segregated into portfolios of similar characteristics. A number of techniques are used to estimate the fair value of fixed rate lending; these take account of expected credit losses based on historic trends, prevailing market interest rates and expected future cash flows. For retail exposures, fair value is usually estimated by discounting anticipated cash flows (including interest at contractual rates) at market rates for similar loans offered by the Group and other financial institutions. Certain loans secured on residential properties are made at a fixed rate for a limited period, typically two to five years, after which the loans revert to the relevant variable rate. The fair value of such loans is estimated by reference to the market rates for similar loans of maturity equal to the remaining fixed interest rate period. The fair value of commercial loans is estimated by discounting anticipated cash flows at a rate which reflects the effects of interest rate changes, adjusted for changes in credit risk. No adjustment is made to put it in place by the Group to manage its interest rate exposure.

 

Loans and advances to banks

 

The carrying value of short dated loans and advances to banks is assumed to be their fair value. The fair value of loans and advances to banks is estimated by discounting the anticipated cash flows at a market discount rate adjusted for the credit spread of the obligor or, where not observable, the credit spread of borrowers of similar credit quality.

 

Debt securities

 

The fair values of debt securities, which were previously within assets held for trading and were reclassified to loans and receivables, are determined predominantly from lead manager quotes and, where these are not available, by alternative techniques including reference to credit spreads on similar assets with the same obligor, market standard consensus pricing services, broker quotes and other research data.

 

Reverse repurchase agreements

 

The carrying amount is deemed a reasonable approximation of fair value given the short-term nature of these instruments.

F-82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 49: FINANCIAL INSTRUMENTS continued

 

(B) FINANCIAL LIABILITIES

 

VALUATION HIERARCHY

 

The table below analyses the fair values of the financial liabilities of the Group which are carried at amortised cost by valuation methodology (level 1, 2 or 3, as described on page F-73).

 

           Valuation hierarchy 
   Carrying value   Fair value   Level 1   Level 2   Level 3 
   £m   £m   £m   £m   £m 
At 31 December 2016                         
Deposits from banks   16,384    16,395    –    16,395    – 
Customer deposits   415,460    416,490    –    408,571    7,919 
Debt securities in issue   76,314    79,650    –    79,434    216 
Subordinated liabilities   19,831    22,395    –    22,395    – 
Repos included in above amounts:                         
Deposits from banks   7,279    7,279    –    7,279    – 
Customer deposits   2,462    2,462    –    2,462    – 
At 31 December 2015                         
Deposits from banks   16,925    16,934    –    16,934    – 
Customer deposits   418,326    418,512    –    407,417    11,095 
Debt securities in issue   82,056    85,093    –    81,132    3,961 
Subordinated liabilities   23,312    26,818    –    26,818    – 
Repos included in above amounts:                         
Deposits from banks   7,061    7,061    –    7,061    – 
Customer deposits   –    –    –    –    – 

 

VALUATION METHODOLOGY

 

Deposits from banks and customer deposits

 

The fair value of bank and customer deposits repayable on demand is assumed to be equal to their carrying value.

 

The fair value for all other deposits is estimated using discounted cash flows applying either market rates, where applicable, or current rates for deposits of similar remaining maturities.

 

Debt securities in issue

 

The fair value of short-term debt securities in issue is approximately equal to their carrying value. Fair value for other debt securities is calculated based on quoted market prices where available. Where quoted market prices are not available, fair value is estimated using discounted cash flow techniques at a rate which reflects market rates of interest and the Group’s own credit spread.

 

Subordinated liabilities

 

The fair value of subordinated liabilities is determined by reference to quoted market prices where available or by reference to quoted market prices of similar instruments. Subordinated liabilities are classified as level 2, since the inputs used to determine their fair value are largely observable.

 

Repurchase agreements

 

The carrying amount is deemed a reasonable approximation of fair value given the short term nature of these instruments.

 

(5) Reclassifications of financial assets

 

In 2015 the Group had reviewed its approach to managing a portfolio of government securities held as a separately identifiable component of the Group’s liquidity portfolio. Given the long-term nature of this portfolio, and reflecting the Group’s positive intent and ability to hold them until maturity in the economic environment at the time, the Group concluded that certain of these securities would be able to be held until they reached maturity and consequently, on 1 May 2015, government securities with a fair value of £19,938 million were reclassified from available-for-sale financial assets to held-to-maturity investments. During 2016, the Group has reassessed this holding of government securities classified as held-to-maturity in light of the current low interest rate environment and they have been reclassified as available-for-sale; this resulted in a credit of £1,544 million to the available-for-sale revaluation reserve (£1,127 million after tax).

F-83

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 50: TRANSFERS OF FINANCIAL ASSETS

 

There were no significant transferred financial assets which were derecognised in their entirety, but with ongoing exposure. Details of transferred financial assets that continue to be recognised in full are as follows.

 

The Group enters into repurchase and securities lending transactions in the normal course of business that do not result in derecognition of the financial assets covered as substantially all of the risks and rewards, including credit, interest rate, prepayment and other price risks are retained by the Group. In all cases, the transferee has the right to sell or repledge the assets concerned.

 

As set out in note 19, included within loans and receivables are loans transferred under the Group’s securitisation and covered bond programmes. As the Group retains all of a majority of the risks and rewards associated with these loans, including credit, interest rate, prepayment and liquidity risk, they remain on the Group’s balance sheet. Assets transferred into the Group’s securitisation and covered bond programmes are not available to be used by the Group whilst the assets are within the programmes. However, the Group retains the right to remove loans from the covered bond programmes where they are in excess of the programme’s requirements. In addition, where the Group has retained some of the notes issued by securitisation and covered bond programmes, the Group has the ability to sell or pledge these retained notes.

 

The table below sets out the carrying values of the transferred assets and the associated liabilities. For repurchase and securities lending transactions, the associated liabilities represent the Group’s obligation to repurchase the transferred assets. For securitisation programmes, the associated liabilities represent the external notes in issue (note 31). Except as otherwise noted below, none of the liabilities shown in the table below have recourse only to the transferred assets.

 

   2016   2015 
   Carrying   Carrying   Carrying   Carrying 
   value of   value of   value of   value of 
   transferred   associated   transferred   associated 
   assets   liabilities   assets   liabilities 
   £m   £m   £m   £m 
Repurchase and securities lending transactions                    
Trading and other financial assets at fair value through profit or loss   10,256    3,380    13,711    7,460 
Available-for-sale financial assets   24,681    21,809    18,141    14,295 
Loans and receivables:                    
Loans and advances to customers   583    –    1,491    – 
Securitisation programmes                    
Loans and receivables:                    
Loans and advances to customers1   52,184    7,253    58,090    7,763 

 

1 The carrying value of associated liabilities excludes securitisation notes held by the Group of £26,435 million (31 December 2015: £29,303 million).
F-84

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 51: OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES

 

The following information relates to financial assets and liabilities which have been offset in the balance sheet and those which have not been offset but for which the Group has enforceable master netting agreements or collateral arrangements in place with counterparties.

 

               Related amounts where set
off in the balance sheet not
permitted3		   Potential 
                       net amounts 
   Gross   Amounts   Net amounts   Cash   Non-cash   if offset 
   amounts   offset in the   presented in   collateral   collateral   of related 
   of assets and   balance   the balance   received/   received/   amounts 
   liabilities1   sheet2   sheet   pledged   pledged   permitted 
At 31 December 2016  £m   £m   £m   £m   £m   £m 
Financial assets                              
Trading and other financial assets at fair value through profit or loss:                              
Excluding reverse repos   118,095    –    118,095    –    (3,265)   114,830 
Reverse repos   35,298    (2,219)   33,079    –    (33,079)   – 
    153,393    (2,219)   151,174    –    (36,344)   114,830 
Derivative financial instruments   92,390    (56,252)   36,138    (6,472)   (19,906)   9,760 
Loans and advances to banks:                              
Excluding reverse repos   26,000    –    26,000    (2,826)   –    23,174 
Reverse repos   902    –    902    –    (902)   – 
    26,902    –    26,902    (2,826)   (902)   23,174 
Loans and advances to customers:                              
Excluding reverse repos   451,290    (1,636)   449,654    (1,793)   (6,331)   441,530 
Reverse repos   8,304    –    8,304    –    (8,304)   – 
    459,594    (1,636)   457,958    (1,793)   (14,635)   441,530 
Debt securities   3,397    –    3,397    –    –    3,397 
Available-for-sale financial assets   56,524    –    56,524    –    (21,475)   35,049 
Financial liabilities                              
Deposits from banks:                              
Excluding repos   9,105    –    9,105    (5,080)   (695)   3,330 
Repos   7,279    –    7,279    –    (7,279)   – 
    16,384    –    16,384    (5,080)   (7,974)   3,330 
Customer deposits:                              
Excluding repos   415,153    (2,155)   412,998    (1,391)   (6,331)   405,276 
Repos   2,462    –    2,462    –    (2,462)   – 
    417,615    (2,155)   415,460    (1,391)   (8,793)   405,276 
Trading and other financial liabilities at fair value through profit or loss:                              
Excluding repos   12,437    –    12,437    –    –    12,437 
Repos   44,286    (2,219)   42,067    –    (42,067)   – 
    56,723    (2,219)   54,504    –    (42,067)   12,437 
Derivative financial instruments   90,657    (55,733)   34,924    (4,620)   (24,820)   5,484 
F-85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 51: OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES continued

 

               Related amounts where set off in
the balance sheet not permitted3		   Potential 
                       net amounts 
           Net amounts       Non-cash   if offset 
   Gross amounts   Amounts offset   presented in   Cash collateral   collateral   of related 
   of assets and   in the balance   the balance   received/   received/   amounts 
   liabilities1   sheet2   sheet   pledged   pledged   permitted 
At 31 December 2015  £m   £m   £m   £m   £m   £m 
Financial assets                              
Trading and other financial assets at fair value through profit or loss:                              
Excluding reverse repos   107,362    –    107,362    –    (7,175)   100,187 
Reverse repos   39,083    (5,909)   33,174    –    (33,174)   – 
    146,445    (5,909)   140,536    –    (40,349)   100,187 
Derivative financial instruments   62,937    (33,470)   29,467    (3,228)   (20,091)   6,148 
Loans and advances to banks:                              
Excluding reverse repos   24,154    –    24,154    (1,810)   –    22,344 
Reverse repos   963    –    963    –    (963)   – 
    25,117    –    25,117    (1,810)   (963)   22,344 
Loans and advances to customers:                              
Excluding reverse repos   457,546    (2,371)   455,175    (1,001)   (7,250)   446,924 
Reverse repos   –    –    –    –    –    – 
    457,546    (2,371)   455,175    (1,001)   (7,250)   446,924 
Debt securities   4,191    –    4,191    –    –    4,191 
Available-for-sale financial assets   33,032    –    33,032    –    (13,895)   19,137 
Held-to-maturity investments   19,808    –    19,808    –    –    19,808 
Financial liabilities                              
Deposits from banks:                              
Excluding repos   9,864    –    9,864    (2,770)   (1,387)   5,707 
Repos   7,061    –    7,061    –    (7,061)   – 
    16,925    –    16,925    (2,770)   (8,448)   5,707 
Customer deposits:                              
Excluding repos   420,330    (2,004)   418,326    (458)   (7,250)   410,618 
Repos   –    –    –    –    –    – 
    420,330    (2,004)   418,326    (458)   (7,250)   410,618 
Trading and other financial liabilities at fair value through profit or loss:                              
Excluding repos   13,432    –    13,432    –    –    13,432 
Repos   44,340    (5,909)   38,431    –    (38,431)   – 
    57,772    (5,909)   51,863    –    (38,431)   13,432 
Derivative financial instruments   60,138    (33,837)   26,301    (2,811)   (22,586)   904 

 

1 After impairment allowance.
   
2 The amounts set off in the balance sheet as shown above represent derivatives and repurchase agreements with central clearing houses which meet the criteria for offsetting under IAS 32.
   
3 The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master netting agreements. The Group holds and provides cash and securities collateral in respective of derivative transactions covered by these agreements. The right to set off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result, these arrangements do not qualify for offsetting under IAS 32.

 

The effects of over collateralisation have not been taken into account in the above table.

F-86

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT

 

As a bancassurer, financial instruments are fundamental to the Group’s activities and, as a consequence, the risks associated with financial instruments represent a significant component of the risks faced by the Group.

 

The primary risks affecting the Group through its use of financial instruments are: credit risk; market risk, which includes interest rate risk and foreign exchange risk; liquidity risk; capital risk; and insurance risk. Information about the Group’s exposure to each of the above risks and capital can be found on pages 44 to 112. The following additional disclosures, which provide quantitative information about the risks within financial instruments held or issued by the Group, should be read in conjunction with that earlier information.

 

Market risk

 

INTEREST RATE RISK

 

Interest rate risk arises from the different repricing characteristics of the assets and liabilities. Liabilities are either insensitive to interest rate movements, for example interest free or very low interest customer deposits, or are sensitive to interest rate changes but bear rates which may be varied at the Group’s discretion and that for competitive reasons generally reflect changes in the Bank of England’s base rate. The rates on the remaining deposits are contractually fixed for their term to maturity.

 

Many banking assets are sensitive to interest rate movements; there is a large volume of managed rate assets such as variable rate mortgages which may be considered as a natural offset to the interest rate risk arising from the managed rate liabilities. However, a significant proportion of the Group’s lending assets, for example many personal loans and mortgages, bear interest rates which are contractually fixed.

 

The Group establishes two types of hedge accounting relationships for interest rate risk: fair value hedges and cash flow hedges. The Group is exposed to fair value interest rate risk on its fixed rate customer loans, its fixed rate customer deposits and the majority of its subordinated debt, and to cash flow interest rate risk on its variable rate loans and deposits together with its floating rate subordinated debt.

 

At 31 December 2016 the aggregate notional principal of interest rate swaps designated as fair value hedges was £194,416 million (2015: £121,063 million) with a net fair value asset of £725 million (2015: asset of £848 million) (note 16). The losses on the hedging instruments were £1,946 million (2015: losses of £618 million). The gains on the hedged items attributable to the hedged risk were £2,017 million (2015: gains of £511 million).

 

In addition the Group has cash flow hedges which are primarily used to hedge the variability in the cost of funding within the commercial business. Note 16 shows when the hedged cash flows are expected to occur and when they will affect income for designated cash flow hedges. The notional principal of the interest rate swaps designated as cash flow hedges at 31 December 2016 was £384,182 million (2015: £460,829 million) with a net fair value liability of £352 million (2015: liability of £718 million) (note 16). In 2016, ineffectiveness recognised in the income statement that arises from cash flow hedges was a gain of £24 million (2015: gain of £3 million).

 

CURRENCY RISK

 

The corporate and retail businesses incur foreign exchange risk in the course of providing services to their customers. All non-structural foreign exchange exposures in the non-trading book are transferred to the trading area where they are monitored and controlled. These risks reside in the authorised trading centres who are allocated exposure limits. The limits are monitored daily by the local centres and reported to the market and liquidity risk function in London. Associated VaR and the closing, average, maximum and minimum are disclosed on page 92.

 

Risk arises from the Group’s investments in its overseas operations. The Group’s structural foreign currency exposure is represented by the net asset value of the foreign currency equity and subordinated debt investments in its subsidiaries and branches. Gains or losses on structural foreign currency exposures are taken to reserves.

 

The Group hedges part of the currency translation risk of the net investment in certain foreign operations using currency borrowings. At 31 December 2016 the aggregate principal of these currency borrowings was £695 million (2015: £670 million). In 2016, an ineffectiveness loss of £2 million before tax and £1 million after tax (2015: ineffectiveness gain of £5 million before tax and £4 million after tax) was recognised in the income statement arising from net investment hedges.

 

The Group’s main overseas operations are in the Americas and Europe. Details of the Group’s structural foreign currency exposures, after net investment hedges, are as follows:

 

FUNCTIONAL CURRENCY OF GROUP OPERATIONS

 

   2016   2015 
           Other non-           Other non- 
   Euro   US Dollar   sterling   Euro   US Dollar   sterling 
   £m   £m   £m   £m   £m   £m 
Gross exposure   247    479    36    246    447    32 
Net investment hedges   (216)   (479)   –    (254)   (415)   (1)
Total structural foreign currency exposures, after net investment hedges   31    –    36    (8)   32    31 
F-87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

Credit risk

 

The Group’s credit risk exposure arises in respect of the instruments below and predominantly in the United Kingdom. Information about the Group’s exposure to credit risk, credit risk management, measurement and mitigation can be found on pages 53 to 85.

 

A. MAXIMUM CREDIT EXPOSURE

 

The maximum credit risk exposure of the Group in the event of other parties failing to perform their obligations is detailed below. No account is taken of any collateral held and the maximum exposure to loss, which includes amounts held to cover unit-linked and With Profits funds liabilities, is considered to be the balance sheet carrying amount or, for non-derivative off-balance sheet transactions and financial guarantees, their contractual nominal amounts.

 

   At 31 December 2016  At 31 December 2015
   Maximum
exposure		   Offset2   Net exposure   Maximum
exposure		   Offset2   Net exposure 
   £m   £m   £m   £m   £m   £m 
Loans and receivables:                              
Loans and advances to banks, net1   26,902    –    26,902    25,117    –    25,117 
Loans and advances to customers, net1   457,958    (6,331)   451,627    455,175    (7,250)   447,925 
Debt securities, net1   3,397    –    3,397    4,191    –    4,191 
    488,257    (6,331)   481,926    484,483    (7,250)   477,233 
Available-for-sale financial assets3   55,311    –    55,311    31,839    –    31,839 
Held-to-maturity investments   –    –    –    19,808    –    19,808 
Trading and other financial assets at fair value through profit or loss:3,4                              
Loans and advances   33,079    –    33,079    33,174    –    33,174 
Debt securities, treasury and other bills   50,398    –    50,398    46,886    –    46,886 
    83,477    –    83,477    80,060    –    80,060 
Derivative assets   36,138    (18,539)   17,599    29,467    (19,466)   10,001 
Assets arising from reinsurance contracts held   714    –    714    675    –    675 
Financial guarantees   6,883    –    6,883    7,165    –    7,165 
Off-balance sheet items:                              
Acceptances and endorsements   21    –    21    52    –    52 
Other items serving as direct credit substitutes   779    –    779    458    –    458 
Performance bonds and other transaction-related contingencies   2,237    –    2,237    2,123    –    2,123 
Irrevocable commitments   63,203    –    63,203    63,086    –    63,086 
    66,240    –    66,240    65,719    –    65,719 
    737,020    (24,870)   712,150    719,216    (26,716)   692,500 

 

1 Amounts shown net of related impairment allowances.
   
2 Offset items comprise deposit amounts available for offset, and amounts available for offset under master netting arrangements, that do not meet the criteria under IAS 32 to enable loans and advances and derivative assets respectively to be presented net of these balances in the financial statements.
   
3 Excluding equity shares.
   
4 Includes assets within the Group’s unit-linked funds for which credit risk is borne by the policyholders and assets within the Group’s With-Profits funds for which credit risk is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for such assets which back related contract liabilities.

 

B. CONCENTRATIONS OF EXPOSURE

 

The Group’s management of concentration risk includes single name, industry sector and country limits as well as controls over the Group’s overall exposure to certain products. Further information on the Group’s management of this risk is included within Credit risk mitigation, Risk management on page 53.

 

At 31 December 2016 the most significant concentrations of exposure were in mortgages (comprising 67 per cent of total loans and advances to customers) and to financial, business and other services (comprising 11 per cent of the total). For further information on concentrations of the Group’s loans, refer to note 18.

 

Following the continuing reduction in the Group’s non-UK activities, an analysis of credit risk exposures by geographical region has not been provided.

F-88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

C. CREDIT QUALITY OF ASSETS

 

LOANS AND RECEIVABLES

 

The disclosures in the table below and those on page F-90 are produced under the underlying basis used for the Group’s segmental reporting. The Group believes that, for reporting periods following a significant acquisition such as the acquisition of HBOS in 2009, this underlying basis, which includes the allowance for loan losses at the acquisition date on a gross basis, more fairly reflects the underlying provisioning status of the loans. The remaining acquisition-related fair value adjustments in respect of this lending are therefore identified separately in this table.

 

The analysis of lending between retail and commercial has been prepared based upon the type of exposure and not the business segment in which the exposure is recorded. Included within retail are exposures to personal customers and small businesses, whilst included within commercial are exposures to corporate customers and other large institutions.

 

LOANS AND ADVANCES

     Loans and advances to customers  Loans and 
                       advances 
                       designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
   to banks   mortgages   other   Commercial   Total   profit or loss 
   £m   £m   £m   £m   £m   £m 
At 31 December 2016                              
Neither past due nor impaired   26,888    296,303    39,478    109,364    445,145    33,079 
Past due but not impaired   14    7,340    386    305    8,031    – 
Impaired – no provision required   –    784    392    689    1,865    – 
– provision held   –    3,536    1,038    2,056    6,630    – 
Gross   26,902    307,963    41,294    112,414    461,671    33,079 
Allowance for impairment losses   –    (1,696)   (458)   (1,378)   (3,532)   – 
Fair value adjustments   –                   (181)   – 
Net balance sheet carrying value   26,902                   457,958    33,079 
At 31 December 2015                              
Neither past due nor impaired   25,006    302,063    38,886    100,001    440,950    33,174 
Past due but not impaired   111    8,233    393    463    9,089    – 
Impaired – no provision required   –    732    690    1,092    2,514    – 
– provision held   –    3,269    911    2,896    7,076    – 
Gross   25,117    314,297    40,880    104,452    459,629    33,174 
Allowance for impairment losses   –    (1,617)   (448)   (2,107)   (4,172)   – 
Fair value adjustments   –                   (282)   – 
Net balance sheet carrying value   25,117                   455,175    33,174 

 

The criteria that the Group uses to determine that there is objective evidence of an impairment loss are disclosed in note 2(H). Included in loans and receivables are advances which are individually determined to be impaired with a gross amount before impairment allowances of £2,870 million (31 December 2015: £4,406 million).

 

The table below sets out the reconciliation of the allowance for impairment losses of £2,412 million (2015: £3,033 million) shown in note 21 to the allowance for impairment losses on an underlying basis of £3,532 million (2015: £4,172 million) shown above:

 

   2016   2015 
   £m   £m 
Allowance for impairment losses on loans and advances to customers   2,412    3,033 
HBOS allowance at 16 January 20091   11,147    11,147 
HBOS charge covered by fair value adjustments2   12,236    12,166 
Amounts subsequently written off   (22,699)   (22,623)
    684    690 
Foreign exchange and other movements   436    449 
Allowance for impairment losses on loans and advances to customers on an underlying basis   3,532    4,172 

 

1 Comprises an allowance held at 31 December 2008 of £10,693 million and a charge for the period from 1 January 2009 to 16 January 2009 of £454 million.
   
2 This represents the element of the charge on loans and advances to customers in HBOS’s results that was included within the Group’s fair value adjustments in respect of the acquisition of HBOS on 16 January 2009.)
F-89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

LOANS AND ADVANCES WHICH ARE NEITHER PAST DUE NOR IMPAIRED

       Loans and advances to customers   Loans and 
                       advances 
                       designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
   to banks   mortgages   other   Commercial   Total   profit or loss 
   £m   £m   £m   £m   £m   £m 
At 31 December 2016                              
Good quality   26,745    295,286    34,195    72,083         33,049 
Satisfactory quality   87    814    4,479    30,433         30 
Lower quality   3    39    387    6,433         – 
Below standard, but not impaired   53    164    417    415         – 
Total loans and advances which are neither past due nor impaired   26,888    296,303    39,478    109,364    445,145    33,079 
At 31 December 2015                              
Good quality   24,670    301,403    33,589    63,453         33,156 
Satisfactory quality   311    527    4,448    28,899         15 
Lower quality   4    27    476    7,210         3 
Below standard, but not impaired   21    106    373    439         – 
Total loans and advances which are neither past due nor impaired   25,006    302,063    38,886    100,001    440,950    33,174 

 

The definitions of good quality, satisfactory quality, lower quality and below standard, but not impaired applying to retail and commercial are not the same, reflecting the different characteristics of these exposures and the way they are managed internally, and consequently totals are not provided. Commercial lending has been classified using internal probability of default rating models mapped so that they are comparable to external credit ratings. Good quality lending comprises the lower assessed default probabilities, with other classifications reflecting progressively higher default risk. Classifications of retail lending incorporate expected recovery levels for mortgages, as well as probabilities of default assessed using internal rating models. Further information about the Group’s internal probabilities of default rating models can be found on page 53.

 

LOANS AND ADVANCES WHICH ARE PAST DUE BUT NOT IMPAIRED

       Loans and advances to customers   Loans and 
                       advances 
                       designated 
   Loans and                   at fair value 
   advances   Retail –   Retail –           through 
   to banks   mortgages   other   Commercial   Total   profit or loss 
   £m   £m   £m   £m   £m   £m 
At 31 December 2016                              
0-30 days   14    3,547    285    157    3,989    – 
30-60 days   –    1,573    75    37    1,685    – 
60-90 days   –    985    2    74    1,061    – 
90-180 days   –    1,235    6    14    1,255    – 
Over 180 days   –    –    18    23    41    – 
Total loans and advances which are past due but not impaired   14    7,340    386    305    8,031    – 
At 31 December 2015                              
0-30 days   111    4,066    276    248    4,590    – 
30-60 days   –    1,732    81    100    1,913    – 
60-90 days   –    1,065    9    52    1,126    – 
90-180 days   –    1,370    8    19    1,397    – 
Over 180 days   –    –    19    44    63    – 
Total loans and advances which are past due but not impaired   111    8,233    393    463    9,089    – 

 

A financial asset is ‘past due’ if a counterparty has failed to make a payment when contractually due.

F-90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

DEBT SECURITIES CLASSIFIED AS LOANS AND RECEIVABLES

 

An analysis by credit rating of the Group’s debt securities classified as loans and receivables is provided below:

 

 2016   2015  
                         
   Investment           Investment         
   grade1   Other2   Total   grade1   Other2   Total 
   £m   £m   £m   £m   £m   £m 
Asset-backed securities:                              
Mortgage-backed securities   2,089    –    2,089    2,528    –    2,528 
Other asset-backed securities   1,192    98    1,290    1,140    94    1,234 
    3,281    98    3,379    3,668    94    3,762 
Corporate and other debt securities   29    65    94    417    109    526 
Gross exposure   3,310    163    3,473    4,085    203    4,288 
Allowance for impairment losses             (76)             (97)
Total debt securities classified as loans and receivables             3,397              4,191 

 

1 Credit ratings equal to or better than ‘BBB’.
   
2 Other comprises sub-investment grade (2016: £91 million; 2015: £87 million) and not rated (2016: £72 million; 2015: £116 million).

 

AVAILABLE-FOR-SALE FINANCIAL ASSETS (EXCLUDING EQUITY SHARES)

 

An analysis of the Group’s available-for-sale financial assets is included in note 22. The credit quality of the Group’s available-for-sale financial assets (excluding equity shares) is set out below:

 

   2016   2015 
                         
   Investment           Investment         
   grade1   Other2   Total   grade1   Other2   Total 
   £m   £m   £m   £m   £m   £m 
Debt securities:                              
Government securities   48,714    –    48,714    25,329    –    25,329 
Bank and building society certificates of deposit   142    –    142    186    –    186 
Asset-backed securities:                              
Mortgage-backed securities   108    –    108    197    –    197 
Other asset-backed securities   312    5    317    315    4    319 
    420    5    425    512    4    516 
Corporate and other debt securities   6,030    –    6,030    5,808    –    5,808 
Total held as available-for-sale financial assets   55,306    5    55,311    31,835    4    31,839 

 

1 Credit ratings equal to or better than ‘BBB’.
   
2 Other comprises sub-investment grade (2016: £5 million; 2015: £4 million) and not rated (2016: £nil; 2015: £nil).
F-91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

DEBT SECURITIES, TREASURY AND OTHER BILLS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

 

An analysis of the Group’s trading and other financial assets at fair value through profit or loss is included in note 15. The credit quality of the Group’s debt securities, treasury and other bills held at fair value through profit or loss is set out below:

 

   2016   2015 
   Investment           Investment         
   grade1   Other2   Total   grade1   Other2   Total 
   £m   £m   £m   £m   £m   £m 
Debt securities, treasury and other bills held at fair value                              
through profit or loss                              
Trading assets:                              
Government securities   11,828    –    11,828    8,269    –    8,269 
Asset-backed securities:                              
Mortgage-backed securities   47    –    47    516    –    516 
Other asset-backed securities   69    –    69    85    –    85 
    116    –    116    601    –    601 
Corporate and other debt securities   221    3    224    582    30    612 
Total held as trading assets   12,165    3    12,168    9,452    30    9,482 
Other assets held at fair value through profit or loss:                              
Government securities   14,904    –    14,904    13,848    –    13,848 
Other public sector securities   1,318    7    1,325    2,023    16    2,039 
Bank and building society certificates of deposit   244    –    244    135    –    135 
Asset-backed securities:                              
Mortgage-backed securities   633    27    660    801    41    842 
Other asset-backed securities   1,178    291    1,469    762    –    762 
    1,811    318    2,129    1,563    41    1,604 
Corporate and other debt securities   17,445    2,163    19,608    17,371    2,333    19,704 
Total debt securities held at fair value through profit or loss   35,722    2,488    38,210    34,940    2,390    37,330 
Treasury bills and other bills   20    –    20    74    –    74 
Total other assets held at fair value through profit or loss   35,742    2,488    38,230    35,014    2,390    37,404 
Total held at fair value through profit or loss   47,907    2,491    50,398    44,466    2,420    46,886 

 

1 Credit ratings equal to or better than ‘BBB’.
   
2 Other comprises sub-investment grade (2016: £485 million; 2015: £544 million) and not rated (2016: £2,006 million; 2015: £1,876 million).

 

Credit risk in respect of trading and other financial assets at fair value through profit or loss held within the Group’s unit-linked funds is borne by the policyholders and credit risk in respect of with-profits funds is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for such assets which back those contract liabilities.

F-92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

DERIVATIVE ASSETS

 

An analysis of derivative assets is given in note 16. The Group reduces exposure to credit risk by using master netting agreements and by obtaining collateral in the form of cash or highly liquid securities. In respect of the Group’s net credit risk relating to derivative assets of £17,599 million (2015: £10,001 million), cash collateral of £6,472 million (2015: £3,228 million) was held and a further £613 million was due from OECD banks (2015: £94 million).

 

   2016   2015 
                         
   Investment           Investment         
   grade1   Other2   Total   grade1   Other2   Total 
   £m   £m   £m   £m   £m   £m 
Trading and other   31,373    2,053    33,426    24,764    2,017    26,781 
Hedging   2,664    48    2,712    2,653    33    2,686 
Total derivative financial instruments   34,037    2,101    36,138    27,417    2,050    29,467 

 

1 Credit ratings equal to or better than ‘BBB’.
   
2 Other comprises sub-investment grade (2016: £1,830 million; 2015: £1,418 million) and not rated (2016: £271 million; 2015: £632 million).

 

FINANCIAL GUARANTEES AND IRREVOCABLE LOAN COMMITMENTS

 

Financial guarantees represent undertakings that the Group will meet a customer’s obligation to third parties if the customer fails to do so. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. The Group is theoretically exposed to loss in an amount equal to the total guarantees or unused commitments, however, the likely amount of loss is expected to be significantly less; most commitments to extend credit are contingent upon customers maintaining specific credit standards.

 

D. COLLATERAL HELD AS SECURITY FOR FINANCIAL ASSETS

 

A general description of collateral held as security in respect of financial instruments is provided on page 55. The Group holds collateral against loans and receivables and irrevocable loan commitments; qualitative and, where appropriate, quantitative information is provided in respect of this collateral below. Collateral held as security for trading and other financial assets at fair value through profit or loss and for derivative assets is also shown below.

 

LOANS AND RECEIVABLES

 

The disclosures below are produced under the underlying basis used for the Group’s segmental reporting. The Group believes that, for reporting periods following a significant acquisition, such as the acquisition of HBOS in 2009, this underlying basis, which includes the allowance for loan losses at the acquisition on a gross basis, more fairly reflects the underlying provisioning status of the loans.

 

The Group holds collateral in respect of loans and advances to banks and customers as set out below. The Group does not hold collateral against debt securities, comprising asset-backed securities and corporate and other debt securities, which are classified as loans and receivables.

 

LOANS AND ADVANCES TO BANKS

 

There were reverse repurchase agreements which are accounted for as collateralised loans within loans and advances to banks with a carrying value of £902 million (2015: £963 million), against which the Group held collateral with a fair value of £785 million (2015: £1,009 million).

 

These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.

 

LOANS AND ADVANCES TO CUSTOMERS

 

RETAIL LENDING

 

MORTGAGES

 

An analysis by loan-to-value ratio of the Group’s residential mortgage lending is provided below. The value of collateral used in determining the loan-to-value ratios has been estimated based upon the last actual valuation, adjusted to take into account subsequent movements in house prices, after making allowance for indexation error and dilapidations.

 

    2016   2015 
   Neither               Neither             
   past due   Past due but           past due   Past due but         
   nor impaired   not impaired   Impaired   Gross   nor impaired   not impaired   Impaired   Gross 
   £m   £m   £m   £m   £m   £m   £m   £m 
Less than 70 per cent   220,497    5,288    2,334    228,119    211,631    4,907    1,965    218,503 
70 per cent to 80 per cent   39,789    1,004    648    41,441    45,764    1,350    671    47,785 
80 per cent to 90 per cent   23,589    621    495    24,705    27,529    935    528    28,992 
90 per cent to 100 per cent   7,983    223    355    8,561    10,908    610    247    11,765 
Greater than 100 per cent   4,445    204    488    5,137    6,231    431    590    7,252 
Total   296,303    7,340    4,320    307,963    302,063    8,233    4,001    314,297 

F-93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

OTHER

 

The majority of non-mortgage retail lending is unsecured. At 31 December 2016, impaired non-mortgage lending amounted to £972 million, net of an impairment allowance of £458 million (2015: £1,153 million, net of an impairment allowance of £448 million). The fair value of the collateral held in respect of this lending was £139 million (2015: £107 million). In determining the fair value of collateral, no specific amounts have been attributed to the costs of realisation and the value of collateral for each loan has been limited to the principal amount of the outstanding advance in order to eliminate the effects of any over-collateralisation and to provide a clearer representation of the Group’s exposure.

 

Unimpaired non-mortgage retail lending amounted to £39,864 million (2015: £39,279 million). Lending decisions are predominantly based on an obligor’s ability to repay from normal business operations rather than reliance on the disposal of any security provided. Collateral values are rigorously assessed at the time of loan origination and are thereafter monitored in accordance with business unit credit policy.

 

The Group credit risk disclosures for unimpaired non-mortgage retail lending report assets gross of collateral and therefore disclose the maximum loss exposure. The Group believes that this approach is appropriate. The value of collateral is reassessed if there is observable evidence of distress of the borrower. Unimpaired non-mortgage retail lending, including any associated collateral, is managed on a customer-by-customer basis rather than a portfolio basis. No aggregated collateral information for the entire unimpaired non-mortgage retail lending portfolio is provided to key management personnel.

 

COMMERCIAL LENDING

 

REVERSE REPURCHASE TRANSACTIONS

 

At 31 December 2016 there were reverse repurchase agreements which were accounted for as collateralised loans with a carrying value of £8,304 million (2015: £nil), against which the Group held collateral with a fair value of £7,490 million (2015: £nil), all of which the Group was able to repledge. Included in these amounts were collateral balances in the form of cash provided in respect of reverse repurchase agreements of £8 million (2015: £nil). These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.

 

IMPAIRED SECURED LENDING

 

The value of collateral is re-evaluated and its legal soundness re-assessed if there is observable evidence of distress of the borrower; this evaluation is used to determine potential loss allowances and management’s strategy to try to either repair the business or recover the debt.

 

At 31 December 2016, impaired secured commercial lending amounted to £204 million, net of an impairment allowance of £401 million (2015: £1,245 million, net of an impairment allowance of £577 million). The fair value of the collateral held in respect of impaired secured commercial lending was £1,160 million (2015: £1,367 million). In determining the fair value of collateral, no specific amounts have been attributed to the costs of realisation. For the purposes of determining the total collateral held by the Group in respect of impaired secured commercial lending, the value of collateral for each loan has been limited to the principal amount of the outstanding advance in order to eliminate the effects of any over-collateralisation and to provide a clearer representation of the Group’s exposure.

 

Impaired secured commercial lending and associated collateral relates to lending to property companies and to customers in the financial, business and other services; transport, distribution and hotels; and construction industries.

 

UNIMPAIRED SECURED LENDING

 

Unimpaired secured commercial lending amounted to £36,275 million (2015: £51,298 million).

 

For unimpaired secured commercial lending, the Group reports assets gross of collateral and therefore discloses the maximum loss exposure. The Group believes that this approach is appropriate as collateral values at origination and during a period of good performance may not be representative of the value of collateral if the obligor enters a distressed state.

 

Unimpaired secured commercial lending is predominantly managed on a cash flow basis. On occasion, it may include an assessment of underlying collateral, although, for impaired lending, this will not always involve assessing it on a fair value basis. No aggregated collateral information for the entire unimpaired secured commercial lending portfolio is provided to key management personnel.

 

TRADING AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (EXCLUDING EQUITY SHARES)

 

Included in trading and other financial assets at fair value through profit or loss are reverse repurchase agreements treated as collateralised loans with a carrying value of £33,079 million (2015: £33,174 million). Collateral is held with a fair value of £30,850 million (2015: £36,493 million), all of which the Group is able to repledge. At 31 December 2016, £27,303 million had been repledged (2015: £15,438 million).

 

In addition, securities held as collateral in the form of stock borrowed amounted to £47,816 million (2015: £58,621 million). Of this amount, £16,204 million (2015: £29,859 million) had been resold or repledged as collateral for the Group’s own transactions.

 

These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.

 

DERIVATIVE ASSETS, AFTER OFFSETTING OF AMOUNTS UNDER MASTER NETTING ARRANGEMENTS

 

The Group reduces exposure to credit risk by using master netting agreements and by obtaining collateral in the form of cash or highly liquid securities. In respect of the net derivative assets after offsetting of amounts under master netting arrangements of £17,599 million (2015: £10,001 million), cash collateral of £6,472 million (2015: £3,228 million) was held.

 

IRREVOCABLE LOAN COMMITMENTS AND OTHER CREDIT-RELATED CONTINGENCIES

 

At 31 December 2016, the Group held irrevocable loan commitments and other credit-related contingencies of £66,240 million (2015: £65,719 million). Collateral is held as security, in the event that lending is drawn down, on £10,053 million (2015: £9,551 million) of these balances.

F-94

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

COLLATERAL REPOSSESSED

 

During the year, £241 million of collateral was repossessed (2015: £203 million), consisting primarily of residential property.

 

In respect of retail portfolios, the Group does not take physical possession of properties or other assets held as collateral and uses external agents to realise the value as soon as practicable, generally at auction, to settle indebtedness. Any surplus funds are returned to the borrower or are otherwise dealt with in accordance with appropriate insolvency regulations. In certain circumstances the Group takes physical possession of assets held as collateral against commercial lending. In such cases, the assets are carried on the Group’s balance sheet and are classified according to the Group’s accounting policies.

 

E. Collateral pledged as security

 

The Group pledges assets primarily for repurchase agreements and securities lending transactions which are generally conducted under terms that are usual and customary for standard securitised borrowing contracts.

 

REPURCHASE TRANSACTIONS

 

DEPOSITS FROM BANKS

 

Included in deposits from banks are deposits held as collateral for facilities granted, with a carrying value of £7,279 million (2015: £7,061 million) and a fair value of £8,395 million (2015: £6,707 million).

 

CUSTOMER DEPOSITS

 

Customer deposits included deposits held as collateral for facilities granted with a carrying value of £2,462 million (2015: £nil) and a fair value of £2,277 million (2015: £nil). No collateral balances in the form of cash were provided in respect of repurchase agreements (2015: £5 million).

 

TRADING AND OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

 

The fair value of collateral pledged in respect of repurchase transactions, accounted for as secured borrowing, where the secured party is permitted by contract or custom to repledge was £45,702 million (2015: £44,655 million).

 

SECURITIES LENDING TRANSACTIONS

 

The following on balance sheet financial assets have been lent to counterparties under securities lending transactions:

 

   2016
£m		   2015
£m		 
Trading and other financial assets at fair value through profit or loss   6,991    6,478 
Loans and advances to customers   583    1,491 
Available-for-sale financial assets   3,206    4,247 
    10,780    12,216 

 

SECURITISATIONS AND COVERED BONDS

 

In addition to the assets detailed above, the Group also holds assets that are encumbered through the Group’s asset-backed conduits and its securitisation and covered bond programmes. Further details of these assets are provided in notes 19 and 20.

 

Liquidity risk

 

Liquidity risk is defined as the risk that the Group has insufficient financial resources to meet its commitments as they fall due, or can only secure them at excessive cost. Liquidity risk is managed through a series of measures, tests and reports that are primarily based on contractual maturity. The Group carries out monthly stress testing of its liquidity position against a range of scenarios, including those prescribed by the PRA. The Group’s liquidity risk appetite is also calibrated against a number of stressed liquidity metrics.

F-95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

The table below analyses assets and liabilities of the Group into relevant maturity groupings based on the remaining contractual period at the balance sheet date; balances with no fixed maturity are included in the over 5 years category. Certain balances, included in the table below on the basis of their residual maturity, are repayable on demand upon payment of a penalty.

 

MATURITIES OF ASSETS AND LIABILITIES

 

   Up to
1 month
£m		  1-3
months £m		  3-6
months £m		  6-9
months £m		  9-12
months £m		  1-2
years
£m		  2-5
years
£m		  Over 5
years
£m		  Total
£m		  
At 31 December 2016                             
Assets                             
Cash and balances at central banks  47,446  2  4  –  –  –  –  –  47,452  
Trading and other financial assets at fair value through                             
profit or loss  20,168  14,903  7,387  2,914  817  1,680  6,011  97,294  151,174  
Derivative financial instruments  956  1,700  1,393  786  651  2,230  4,165  24,257  36,138  
Loans and advances to banks  9,801  6,049  3,894  1,201  867  1,281  3,692  117  26,902  
Loans and advances to customers  20,179  10,651  14,235  12,400  10,773  26,007  69,300  294,413  457,958  
Debt securities held as loans and receivables  8  –  –  242  –  –  34  3,113  3,397  
Available-for-sale financial assets  127  259  73  637  222  1,887  16,080  37,239  56,524  
Other assets  5,025  583  584  1,560  1,059  1,846  4,808  22,783  38,248  
Total assets  103,710  34,147  27,570  19,740  14,389  34,931  104,090  479,216  817,793  
Liabilities                             
Deposits from banks  3,772  2,779  1,062  503  13  43  7,859  353  16,384  
Customer deposits  347,753  18,936  8,961  10,482  8,477  13,859  6,430  562  415,460  
Derivative financial instruments, trading and other                             
financial liabilities at fair value through profit or loss  18,381  19,640  8,779  1,696  1,179  3,843  5,575  30,335  89,428  
Debt securities in issue  4,065  8,328  6,433  4,158  1,224  6,939  25,020  20,147  76,314  
Liabilities arising from insurance and investment                             
contracts  1,583  2,190  2,737  2,463  2,377  8,588  19,971  74,593  114,502  
Other liabilities  3,282  2,266  1,213  2,164  1,440  413  3,087  23,544  37,409  
Subordinated liabilities  –  390  161  393  –  1,750  4,527  12,610  19,831  
Total liabilities  378,836  54,529  29,346  21,859  14,710  35,435  72,469  162,144  769,328  
At 31 December 2015                             
Assets                             
Cash and balances at central banks  58,411  2  4  –  –  –  –  –  58,417  
Trading and other financial assets at fair value through                             
profit or loss  25,696  12,877  6,526  3,008  680  1,495  6,411  83,843  140,536  
Derivative financial instruments  1,226  1,257  841  585  607  1,480  3,889  19,582  29,467  
Loans and advances to banks  9,802  4,676  4,157  915  1,095  1,784  2,076  612  25,117  
Loans and advances to customers  19,392  6,351  11,864  8,318  11,426  28,061  68,685  301,078  455,175  
Debt securities held as loans and receivables  9  –  –  1  98  208  28  3,847  4,191  
Available-for-sale financial assets  109  269  56  535  120  1,000  7,178  23,765  33,032  
Held-to-maturity investments  –  –  –  –  –  297  3,357  16,154  19,808  
Other assets  4,620  1,068  884  1,589  1,421  2,204  9,561  19,598  40,945  
Total assets  119,265  26,500  24,332  14,951  15,447  36,529  101,185  468,479  806,688  
Liabilities                             
Deposits from banks  6,586  1,076  5,958  42  132  22  2,543  566  16,925  
Customer deposits  340,445  20,365  13,758  10,584  9,277  15,927  6,742  1,228  418,326  
Derivative financial instruments, trading and other                             
financial liabilities at fair value through profit or loss  24,326  14,191  5,070  1,625  806  4,020  5,135  22,991  78,164  
Debt securities in issue  5,822  7,273  5,556  4,757  1,661  11,697  21,984  23,306  82,056  
Liabilities arising from insurance and investment                             
contracts  1,580  1,558  2,279  2,066  2,269  7,817  20,674  64,828  103,071  
Other liabilities  4,240  2,800  449  2,326  1,906  634  5,079  20,420  37,854  
Subordinated liabilities  269  307  329  466  2,083  648  9,321  9,889  23,312  
Total liabilities  383,268  47,570  33,399  21,866  18,134  40,765  71,478  143,228  759,708  

 

The above tables are provided on a contractual basis. The Group’s assets and liabilities may be repaid or otherwise mature earlier or later than implied by their contractual terms and readers are, therefore, advised to use caution when using this data to evaluate the Group’s liquidity position. In particular, amounts in respect of customer deposits are usually contractually payable on demand or at short notice. However, in practice, these deposits are not usually withdrawn on their contractual maturity.

F-96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

The table below analyses financial instrument liabilities of the Group, excluding those arising from insurance and participating investment contracts, on an undiscounted future cash flow basis according to contractual maturity, into relevant maturity groupings based on the remaining period at the balance sheet date; balances with no fixed maturity are included in the over 5 years category.

 

   Up to
1 month
£m		   1-3
months
£m		   3-12
months
£m		   1-5
years
£m		   Over 5
years
£m		   Total
£m		 
At 31 December 2016                        
Deposits from banks   3,686    4,154    1,541    5,883    1,203    16,467 
Customer deposits   347,573    19,151    28,248    20,789    1,294    417,055 
Trading and other financial liabilities at                              
fair value through profit or loss   14,390    19,718    11,845    1,938    13,513    61,404 
Debt securities in issue   7,590    8,721    12,533    36,386    17,635    82,865 
Liabilities arising from non-participating                              
investment contracts   20,112    –    –    –    –    20,112 
Subordinated liabilities   41    674    1,289    9,279    18,542    29,825 
Total non-derivative financial liabilities   393,392    52,418    55,456    74,275    52,187    627,728 
Derivative financial liabilities:                              
Gross settled derivatives – outflows   33,128    24,088    25,366    52,925    36,462    171,969 
Gross settled derivatives – inflows   (31,359)   (22,401)   (23,510)   (49,239)   (32,382)   (158,891)
Gross settled derivatives – net flows   1,769    1,687    1,856    3,686    4,080    13,078 
Net settled derivatives liabilities   21,669    117    620    1,167    3,020    26,593 
Total derivative financial liabilities   23,438    1,804    2,476    4,853    7,100    39,671 
At 31 December 2015                              
Deposits from banks   6,673    1,143    6,156    2,785    400    17,157 
Customer deposits   339,387    21,234    34,012    23,932    312    418,877 
Trading and other financial liabilities at                              
fair value through profit or loss   15,055    15,465    5,365    5,897    10,662    52,444 
Debt securities in issue   7,526    9,131    18,467    34,515    24,540    94,179 
Liabilities arising from non-participating                              
investment contracts   22,777    –    –    –    –    22,777 
Subordinated liabilities   522    366    4,132    13,238    20,476    38,734 
Total non-derivative financial liabilities   391,940    47,339    68,132    80,367    56,390    644,168 
Derivative financial liabilities:                              
Gross settled derivatives – outflows   31,932    28,059    27,510    29,962    28,508    145,971 
Gross settled derivatives – inflows   (30,432)   (26,967)   (26,337)   (27,883)   (26,521)   (138,140)
Gross settled derivatives – net flows   1,500    1,092    1,173    2,079    1,987    7,831 
Net settled derivatives liabilities   16,600    115    321    953    2,587    20,576 
Total derivative financial liabilities   18,100    1,207    1,494    3,032    4,574    28,407 

 

The Group’s financial guarantee contracts are accounted for as financial instruments and measured at fair value, upon initial recognition, on the balance sheet. The majority of the Group’s financial guarantee contracts are callable on demand, were the guaranteed party to fail to meet its obligations. It is, however, expected that most guarantees will expire unused. The contractual nominal amounts of these guarantees totalled £6,883 million at 31 December 2016 (2015: £7,165 million) with £3,815 million expiring within one year; £667 million between one and three years; £1,334 million between three and five years; and £1,067 million over five years (2015: £4,014 million expiring within one year; £942 million between one and three years; £1,182 million between three and five years; and £1,027 million over five years).

 

The majority of the Group’s non-participating investment contract liabilities are unit-linked. These unit-linked products are invested in accordance with unit fund mandates. Clauses are included in policyholder contracts to permit the deferral of sales, where necessary, so that linked assets can be realised without being a forced seller.

 

The principal amount for undated subordinated liabilities with no redemption option is included within the over five years column; interest of approximately £23 million (2015: £39 million) per annum which is payable in respect of those instruments for as long as they remain in issue is not included beyond five years.

F-97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 52: FINANCIAL RISK MANAGEMENT continued

 

Further information on the Group’s liquidity exposures is provided on pages 95 to 98.

 

Liabilities arising from insurance and participating investment contracts are analysed on a behavioural basis, as permitted by IFRS 4, as follows:

 

    Up to
1 month
 £m		    1-3
months
£m		    3-12
months
£m		    1-5
years
£m		    Over 5
years
£m		    

Total

£m

 
At 31 December 2016   1,283    1,836    6,266    23,425    61,580    94,390 
At 31 December 2015   1,477    1,081    4,745    10,444    62,547    80,294 

 

For insurance and participating investment contracts which are neither unit-linked nor in the Group’s with-profit funds, in particular annuity liabilities, the aim is to invest in assets such that the cash flows on investments match those on the projected future liabilities.

 

The following tables set out the amounts and residual maturities of the Group’s off balance sheet contingent liabilities and commitments.

 

    Up to
1 month
£m		    1-3
months
£m		    3-6
months
£m		    6-9
months
£m		    9-12
months
£m		    1-3
years
£m		    3-5
years
£m		    Over 5
years
£m		    Total
£m		 
At 31 December 2016                                             
Acceptances and endorsements   13    6    –    –    1    1    –    –    21 
Other contingent liabilities   427    782    163    153    122    466    280    623    3,016 
Total contingent liabilities   440    788    163    153    123    467    280    623    3,037 
Lending commitments   48,210    3,546    5,276    4,783    11,628    17,212    18,775    4,090    113,520 
Other commitments   –    3    –    41    1    79    122    402    648 
Total commitments   48,210    3,549    5,276    4,824    11,629    17,291    18,897    4,492    114,168 
Total contingents and commitments   48,650    4,337    5,439    4,977    11,752    17,758    19,177    5,115    117,205 
    Up to
1 month
£m		    1-3
months
£m		    3-6
months
£m		    6-9
months
£m		    9-12
months
£m		    1-3
years
£m		    3-5
years
£m		    Over 5
years
£m		    Total
£m		 
At 31 December 2015                                             
Acceptances and endorsements   16    34    –    –    –    1    1    –    52 
Other contingent liabilities   331    441    433    116    142    365    107    646    2,581 
Total contingent liabilities   347    475    433    116    142    366    108    646    2,633 
Lending commitments   46,443    1,989    4,444    3,276    11,575    18,803    19,234    6,731    112,495 
Other commitments   –    –    2    31    5    4    83    296    421 
Total commitments   46,443    1,989    4,446    3,307    11,580    18,807    19,317    7,027    112,916 
Total contingents and commitments   46,790    2,464    4,879    3,423    11,722    19,173    19,425    7,673    115,549 

 

NOTE 53: CONSOLIDATED CASH FLOW STATEMENT

 

(A) Change in operating assets

    2016
£m		    2015
£m		    2014
£m		 
Change in loans and receivables   710    6,081    12,852 
Change in derivative financial instruments, trading and other financial assets at fair value through profit or loss   (13,889)   20,689    (11,767)
Change in other operating assets   961    7,930    (1,957)
Change in operating assets   (12,218)   34,700    (872)
                
(B) Change in operating liabilities               
    2016
£m		    2015
£m		    2014
£m		 
Change in deposits from banks   (654)   6,107    (3,029)
Change in customer deposits   (3,690)   (4,252)   7,745 
Change in debt securities in issue   (6,552)   5,657    (11,089)
Change in derivative financial instruments, trading and other liabilities at fair value through profit or loss   11,265    (16,924)   24,020 
Change in investment contract liabilities   (2,665)   (3,922)   (342)
Change in other operating liabilities   (363)   1,349    (5,313)
Change in operating liabilities   (2,659)   (11,985)   11,992 
F-98

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 53: CONSOLIDATED CASH FLOW STATEMENT continued

 

(C) Non-cash and other items  

    2016
£m		    2015
£m		    2014
£m		 
Depreciation and amortisation   2,380    2,112    1,935 
Revaluation of investment properties   83    (416)   (513)
Allowance for loan losses   592    441    737 
Write-off of allowance for loan losses, net of recoveries   (1,272)   (3,467)   (5,761)
Impairment of available-for-sale financial assets   173    4    2 
Change in insurance contract liabilities   14,084    (2,856)   4,070 
Payment protection insurance provision   1,350    4,000    2,200 
Other regulatory provisions   1,085    837    925 
Other provision movements   (40)   337    222 
Net charge (credit) in respect of defined benefit schemes   287    315    (478)
Impact of consolidation and deconsolidation of OEICs1   (3,157)   (5,978)   (5,277)
Unwind of discount on impairment allowances   (32)   (56)   (126)
Foreign exchange impact on balance sheet2   (155)   507    770 
Loss on ECN transactions   721    –    1,336 
Interest expense on subordinated liabilities   1,864    1,970    2,374 
Loss (profit) on disposal of businesses   –    46    (208)
Net gain on sale of available-for-sale financial assets   (575)   (51)   (131)
Hedging valuation adjustments on subordinated debt   153    (162)   559 
Value of employee services   309    279    340 
Transactions in own shares   (175)   (816)   (286)
Accretion of discounts and amortisation of premiums and issue costs   465    339    122 
Share of post-tax results of associates and joint ventures   1    3    (32)
Transfers to income statement from reserves   (557)   (956)   (1,153)
Profit on disposal of tangible fixed assets   (93)   (51)   (44)
Other non-cash items   (17)   (11)   (8)
Total non-cash items   17,474    (3,630)   1,575 
Contributions to defined benefit schemes   (630)   (433)   (538)
Payments in respect of payment protection insurance provision   (2,200)   (3,091)   (2,458)
Payments in respect of other regulatory provisions   (761)   (661)   (1,104)
Other   2    7    29 
Total other items   (3,589)   (4,178)   (4,071)
Non-cash and other items   13,885    (7,808)   (2,496)

 

1 These OEICs (Open-ended investment companies) are mutual funds which are consolidated if the Group manages the funds and also has a sufficient beneficial interest. The population of OEICs to be consolidated varies at each reporting date as external investors acquire and divest holdings in the various funds. The consolidation of these funds is effected by the inclusion of the fund investments and a matching liability to the unitholders; and changes in funds consolidated represent a non-cash movement on the balance sheet.
   
2 When considering the movement on each line of the balance sheet, the impact of foreign exchange rate movements is removed in order to show the underlying cash impact.
   
3 A number of capital transactions entered into by the Group involved the exchange of existing securities for new issues and as a result there was no related cash flow.
F-99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 53: CONSOLIDATED CASH FLOW STATEMENT continued

 

(D) Analysis of cash and cash equivalents as shown in the balance sheet

 

    2016
£m		    2015
£m		    2014
£m		 
                
Cash and balances at central banks   47,452    58,417    50,492 
Less: mandatory reserve deposits1   (914)   (941)   (980)
    46,538    57,476    49,512 
Loans and advances to banks   26,902    25,117    26,155 
Less: amounts with a maturity of three months or more   (11,052)   (10,640)   (10,520)
    15,850    14,477    15,635 
Total cash and cash equivalents   62,388    71,953    65,147 

 

1  Mandatory reserve deposits are held with local central banks in accordance with statutory requirements; these deposits are not available to finance the Group’s day-to-day operations.

 

Included within cash and cash equivalents at 31 December 2016 is £14,475 million (2015: £13,545 million; 2014: £12,855 million) held within the Group’s long-term insurance and investments businesses, which is not immediately available for use in the business.

 

(E) Disposal and closure of group undertakings and businesses

    2016
£m		    2015
£m		    2014
£m		 
Trading and other assets at fair value through profit or loss   –    3,420    11 
Loans and advances to customers   –    21,333    256 
Loans and advances to banks   –    5,539    55 
Available-for-sale financial assets   –    654    – 
Value of in-force business   –    60    – 
Property, plant and equipment   –    150    – 
    –    31,156    322 
                
Customer deposits   –    (24,613)   (266)
Debt securities in issue   –    (9)   – 
Liabilities arising from insurance contracts and participating investment contracts   –    (3,828)   – 
Liabilities arising from non-participating investment contracts   –    (549)   – 
Non-controlling interests   –    (825)   – 
Other net assets (liabilities)   5    (314)   802 
    5    (30,138)   536 
                
Net assets   5    1,018    858 
                
Non-cash consideration received   –    –    (518)
(Loss) profit on sale   –    (46)   208 
Cash consideration received on losing control of group undertakings and businesses   5    972    548 
Cash and cash equivalents disposed   –    (5,043)   (5)
Net cash inflow (outflow)   5    (4,071)   543 

 

NOTE 54: ACQUISITION OF MBNA LIMITED

 

On 20 December 2016, the Group signed an agreement with Bank of America Merrill Lynch (BAML) to purchase 100 per cent of the share capital of MBNA Limited, a UK consumer credit card business, for a cash consideration of £1.9 billion. The Group is expected to acquire control of MBNA Limited during 2017, subject to the receipt of competition and regulatory approval.

 

NOTE 55: EVENTS SINCE THE BALANCE SHEET DATE

 

On 2 March 2017 the FCA confirmed that the deadline by which consumers will need to make their PPI complaints will be 29 August 2019 and that the final rules and guidance that should apply when firms handle PPI complaints in light of Plevin will come into force in August 2017. The Group has reassessed its provisioning in light of this guidance, leading to an additional charge of £350 million, bringing the total charge for the year ended 31 December 2016 to £1,350 million.

F-100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 56: FUTURE ACCOUNTING DEVELOPMENTS

 

The following pronouncements are not applicable for the year ending 31 December 2016 and have not been applied in preparing these financial statements. Save as disclosed below, the impact of these accounting changes is still being assessed by the Group and reliable estimates cannot be made at this stage.

 

IFRS 9 FINANCIAL INSTRUMENTS

 

IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement and is effective for annual periods beginning on or after 1 January 2018.

 

CLASSIFICATION AND MEASUREMENT

 

IFRS 9 requires financial assets to be classified into one of three measurement categories, fair value through profit or loss, fair value through other comprehensive income or amortised cost. Financial assets will be measured at amortised cost if they are held within a business model the objective of which is to hold financial assets in order to collect contractual cash flows, and their contractual cash flows represent solely payments of principal and interest. Financial assets will be measured at fair value through other comprehensive income if they are held within a business model the objective of which is achieved by both collecting contractual cash flows and selling financial assets and their contractual cash flows represent solely payments of principal and interest. Financial assets not meeting either of these two business models; and all equity instruments (unless designated at inception to fair value through other comprehensive income); and all derivatives are measured at fair value through profit or loss. An entity may, at initial recognition, designate a financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch.

 

The Group has undertaken an assessment to determine the potential impact of changes in classification and measurement of financial assets. The adoption of IFRS 9 is unlikely to result in significant changes to existing asset measurement bases, however, the final impact will be dependent on the facts and circumstances that exist on 1 January 2018.

 

IFRS 9 retains most of the existing requirements for financial liabilities. However, for financial liabilities designated at fair value through profit or loss, gains or losses attributable to changes in own credit risk may be presented in other comprehensive income. It is expected that the Group will elect to early adopt this presentation of gains and losses on financial liabilities from 1 January 2017. These gains and losses are currently recognised in profit or loss and are disclosed in note 30 to the financial statements.

 

IMPAIRMENT OVERVIEW

 

The IFRS 9 impairment model will be applicable to all financial assets at amortised cost, debt instruments measured at fair value through other comprehensive income, lease receivables, loan commitments and financial guarantees not measured at fair value through profit or loss.

 

IFRS 9 replaces the existing ‘incurred loss’ impairment approach with an Expected Credit Loss (‘ECL’) model, resulting in earlier recognition of credit losses compared with IAS 39. Expected credit losses are the unbiased probability weighted average credit losses determined by evaluating a range of possible outcomes and future economic conditions.

 

The ECL model has three stages. Entities are required to recognise a 12 month expected loss allowance on initial recognition (stage 1) and a lifetime expected loss allowance when there has been a significant increase in credit risk since initial recognition (stage 2). Stage 3 requires objective evidence that an asset is credit-impaired, which is similar to the guidance on incurred losses in IAS 39.

 

Under IAS 39, provisions are recognised for losses that have been incurred but may not have been separately identified. An assessment is made of the likelihood of assets being impaired at the balance sheet date and being identified subsequently; the length of time taken to identify that an impairment event has occurred is known as the loss emergence period. The Group has a range of emergence periods which are dependent upon the characteristics of the portfolios, but typically range between one month and twelve months based on historical experience. Unsecured portfolios tend to have shorter emergence periods than secured portfolios. Under IFRS 9, all loans in stage 1 will require a loss allowance measured at an amount equal to 12 months ECL and is therefore longer than current emergence periods for certain portfolios.

 

The requirement to recognise lifetime ECL for loans which have experienced a significant increase in credit risk since origination, but which are not credit impaired, does not exist under IAS 39. The assessment of whether an asset is in stage 1 or 2 considers the relative change in the probability of default occurring over the expected life of the instrument, not the change in the amount of expected credit losses. This will involve setting quantitative tests combined with supplementary indicators such as credit risk classification. Reasonable and supportable forward looking information will also be used in determining the stage allocation. In general, assets more than 30 days past due, but not credit impaired, will be classed as stage 2.

 

IFRS 9 requires the use of more forward looking information including reasonable and supportable forecasts of future economic conditions. The need to consider a range of economic scenarios and how they could impact the loss allowance is a subjective feature of the IFRS 9 ECL model. The Group is developing the capability to model a number of economic scenarios and capture the impact on credit losses to ensure the overall ECL represents a reasonable distribution of economic outcomes. Appropriate governance and oversight will be established around the process.

 

IFRS 9 IMPAIRMENT MODELS

 

For all material portfolios, IFRS 9 ECL calculation will leverage the systems, data and methodology used to calculate regulatory ‘expected losses’. The Group anticipates the definition of default for IFRS 9 purposes will be aligned to the Basel definition of default to ensure consistency across the Group. However, the IFRS 9 ECL models differ from the regulatory models in a number of ways, for example stage 2 assets under IFRS 9 carry a lifetime expected loss amount whereas regulatory models generate 12 month expected losses for non-defaulted loans.

 

IFRS 9 models will use three key input parameters for the computation of expected loss, being probability of default (‘PD’), loss given default (‘LGD’) and exposure at default (‘EAD’). However, given the conservatism inherent in the regulatory expected losses calculation, some adjustments to these components must be made to ensure compliance with IFRS 9. Some of the key requirements are listed in the following table.

F-101

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 56: FUTURE ACCOUNTING DEVELOPMENTS continued

 

Component   Regulatory capital   IFRS 9
EAD  

– Anticipates additional drawings made by customers who are yet to default

– Downturn EAD, appropriate to a severe but plausible economic downturn

  

– Maximum exposure is the contractual amount except for certain revolving facilities (as defined by the standard)

– Forward looking EAD

PD  

– 12 month PD

– Through-the-cycle using long run average economic and risk data to reduce sensitivity to changes in the economic cycle

– Default defined as 90 days past due, except 180 days past due definition for certain mortgage portfolios secured by UK residential real estate, plus unlikeliness to pay factors

  

– Forward-looking 12 month PD or lifetime PD, considering a range of possible outcomes

– Point-in-time, sensitive to changes in the economic cycle

– No explicit definition of default

– Rebuttable presumption that default does not occur later than when a financial asset is 90 days past due

LGD  

– Downturn LGD, appropriate to a severe by plausible economic downturn

– Subject to floors, to mitigate the risk of underestimating credit losses due to a lack of historical data

– Discount cash flows to take account of the uncertainties associated with the receipt of recoveries with respect to a defaulted exposure

  

– Forward looking LGD

– No floors prescribed

– Discount rate is effective interest rate as defined by IFRS 9

 

IMPACT OF IFRS 9 ON THE GROUP

 

The adoption of IFRS 9 may result in an increase in the Group’s balance sheet provisions for credit losses and may therefore negatively impact the Group’s regulatory capital position. The extent of any increase in provisions will depend upon on a number factors including the composition of the Group’s lending portfolios and forecast economic conditions at the date of implementation. Whilst the Group is still refining its methodology and completing the development of the models required to calculate the provision, it is not possible to provide a reliable estimate of the impact of adopting IFRS 9. It is also too early to estimate the ongoing impact of the IFRS 9 impairment model on the financial results although the requirement to transfer assets between stages and to incorporate forward looking data into the expected credit loss calculation, including multiple economic scenarios, could result in impairment charges being more volatile when compared to the current IAS 39 impairment model.

 

The regulatory capital impact of IFRS 9 could be affected by changes to the regulatory rules. The Basel Committee on Banking Supervision has issued two papers on the impacts of IFRS 9 on regulatory capital, a consultation paper on the ‘Regulatory treatment of accounting provisions – interim approach and transitional arrangements’; and one discussing longer-term changes. It is not clear whether any transitional capital arrangements will be in place for 1 January 2018.

 

HEDGE ACCOUNTING

 

The hedge accounting requirements of IFRS 9 are more closely aligned with risk management practices and follow a more principle-based approach than IAS 39. The standard does not address macro hedge accounting, which is being considered in a separate IASB project. There is an option to maintain the existing IAS 39 hedge accounting rules until the IASB completes its project on macro hedging. The Group currently expects to continue applying IAS 39 hedge accounting in accordance with this accounting policy choice.

 

IFRS 9 IMPLEMENTATION PROGRAMME

 

The Group has an established IFRS 9 programme to ensure a high quality implementation in compliance with the standard and additional regulatory guidance that has been issued. The programme involves Finance and Risk functions across the Group with Divisional and Group steering committees providing oversight. The key responsibilities of the programme include defining IFRS 9 methodology and accounting policy, development of ECL models, identifying data and system requirements, and establishing an appropriate operating model and governance framework. The programme is progressing in line with current delivery plans.

 

Credit risk methodologies have been defined and model build and approval is underway for core portfolios. The Retail secured model has been approved by the Model Governance Committee. Models and credit risk processes will be tested during the parallel run period to embed the changes and help improve the understanding of the new impairment models.

 

Finance systems and reporting requirements are being developed and tested. Existing controls and governance structures have been reviewed and changes identified as a result of IFRS 9. The governance framework includes the review, challenge and sign-off of forward looking information for a range of economic scenarios. Communication and training plans are in place and the impact on resources within Finance and Risk functions is being assessed to ensure the business is ready to implement the new standard.

 

IFRS 15 REVENUE FROM CONTRACTS WITH CUSTOMERS

 

IFRS 15 replaces IAS 18 Revenue and IAS 11 Construction Contracts. Financial instruments, leases and insurance contracts are out of scope however, fee recognition associated with credit cards and packaged products, for example, will need to be reviewed. The standard is not currently expected to have a significant impact on the Group’s profitability. Limited, or no systems or process impacts are expected as a result of adopting IFRS 15. IFRS 15 is effective for annual periods beginning on or after 1 January 2018.

 

IFRS 16 LEASES

 

IFRS 16 replaces IAS 17 Leases and requires lessees to recognise a right of use asset and a liability for future payments arising from a lease contract. Lessees will recognise a finance charge on the liability and a depreciation charge on the asset which could affect the timing of the recognition of expenses on leased assets. This change will mainly impact the properties that the Group currently accounts for as operating leases. Finance systems will need to be changed to reflect the new accounting rules and disclosures. Lessor accounting requirements remain aligned to the current approach under IAS 17. IFRS 16 is effective for annual periods beginning on or after 1 January 2019.

 

MINOR AMENDMENTS TO OTHER ACCOUNTING STANDARDS

 

During 2016, the IASB has issued amendments to IAS 7 Statement of Cash Flows (which require additional disclosure about an entity’s financing activities) and IAS 12 Income Taxes (which clarify when a deferred tax asset should be recognised for unrealised losses) together with a number of other minor amendments to IFRSs, which will be effective for annual periods beginning on or after either 1 January 2017 or 1 January 2018. These revised requirements are not expected to have a significant impact on the Group.

F-102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 57: PARENT COMPANY DISCLOSURES

 

A COMPANY INCOME STATEMENT

 

      2016
£ million		       2015
£ million		       2014
£ million		  
Net interest income     66       276       255  
Other income     3,618       983       283  
Total income     3,684       1,259       538  
Operating expenses     (221 )     (290 )     (265 )
Profit on ordinary activities before tax     3,463       969       273  
Taxation     (328 )     (72 )     106  
Profit for the year     3,135       897       379  
Profit attributable to ordinary shareholders     2,723       503       92  
Profit attributable to other equity holders     412       394       287  
Profit for the year     3,135       897       379  
                         
B COMPANY BALANCE SHEET
 		                        
              2016
£ million		       20151
£ million		  
Assets                        
Non-current assets:                        
Investment in subsidiaries             44,188       40,785  
Loans to subsidiaries             6,912       14,548  
Deferred tax assets             38       51  
              51,138       55,384  
Current assets:                        
Derivative financial instruments             461       590  
Other assets             959       909  
Amounts due from subsidiaries             67       67  
Cash and cash equivalents             42       24  
Current tax recoverable             465       32  
              1,994       1,622  
Total assets             53,132       57,006  
Equity and liabilities                        
Capital and reserves:                        
Share capital             7,146       7,146  
Share premium account             17,622       17,412  
Merger reserve             7,423       7,633  
Capital redemption reserve             4,115       4,115  
Retained profits             1,584       785  
Shareholders’ equity             37,890       37,091  
Other equity instruments             5,355       5,355  
Total equity             43,245       42,446  
Non-current liabilities:                        
Debt securities in issue             2,455       –  
Subordinated liabilities             4,329       3,065  
              6,784       3,065  
Current liabilities:                        
Current tax liabilities             –       –  
Other liabilities             3,103       11,495  
              3,103       11,495  
Total liabilities             9,887       14,560  
Total equity and liabilities             53,132       57,006  

 

1 During 2016 the Company has reviewed the treatment of certain holdings of preference shares issued by its subsidiary, Lloyds Bank plc. As a result loans to subsidiaries and other liabilities have been increased by £585 million; comparatives have been restated accordingly.
F-103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 57: PARENT COMPANY DISCLOSURES continued

 

C COMPANY STATEMENT OF CHANGES IN EQUITY

 

   Share capital
and premium
£ million		   Merger
reserve
£ million		   Capital
redemption
reserve
£ million		   Retained
profits1
£ million		   Total
shareholders’
equity
£ million		   Other equity
instruments
£ million		   Total
equity
£ million		 
Balance at
1 January 2014		  24,424   7,764   4,115   1,414   37,717   –   37,717 
Total comprehensive income1  –   –   –   379   379   –   379 
Distributions on other equity instruments, net of tax  –   –   –   (225)  (225)  –   (225)
Issue of ordinary shares  3   –   –   –   3   –   3 
Issue of other equity instruments  –   –   –   (21)  (21)  5,355   5,334 
Movement in treasury shares  –   –   –   (182)  (182)  –   (182)
Value of employee services:                            
Share option schemes, net of tax  –   –   –   122   122   –   122 
Other employee award schemes  –   –   –   233   233   –   233 
Balance at 31 December 2014  24,427   7,764   4,115   1,720   38,026   5,355   43,381 
Total comprehensive income1  –   –   –   897   897   –   897 
Dividends paid  –   –   –   (1,070)  (1,070)  –   (1,070)
Distributions on other equity instruments, net of tax  –   –   –   (314)  (314)  –   (314)
Redemption of preference shares  131   (131)  –   –   –   –   – 
Movement in treasury shares  –   –   –   (753)  (753)  –   (753)
Value of employee services:                            
Share option schemes  –   –   –   133   133   –   133 
Other employee award schemes  –   –   –   172   172   –   172 
Balance at 31 December 2015  24,558   7,633   4,115   785   37,091   5,355   42,446 
Total comprehensive income1  –   –   –   3,135   3,135   –   3,135 
Dividends paid  –   –   –   (2,014)  (2,014)  –   (2,014)
Distributions on other equity instruments, net of tax  –   –   –   (330)  (330)  –   (330)
Redemption of preference shares  210   (210)  –   –   –   –   – 
Movement in treasury shares  –   –   –   (301)  (301)  –   (301)
Value of employee services:                            
Share option schemes  –   –   –   141   141   –   141 
Other employee award schemes  –   –   –   168   168   –   168 
Balance at 31 December 2016  24,768   7,423   4,115   1,584   37,890   5,355   43,245 

 

1 Total comprehensive income comprises only the profit (loss) for the year.
F-104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 57: PARENT COMPANY DISCLOSURES continued

 

D COMPANY CASH FLOW STATEMENT

 

    2016
£ million		    20151
£ million		    2014
£ million		 
Profit (loss) before tax   3,463    969    273 
Fair value and exchange adjustments and other non-cash items   2,482    (594)   1,118 
Change in other assets   (50)   (566)   558 
Change in other liabilities and other items   (8,392)   458    (4,242)
Dividends received   (3,759)   (1,080)   (720)
Distributions on other equity instruments received   (119)   –    – 
Tax (paid) received   (679)   (142)   301 
Net cash provided by (used in) operating activities   (7,054)   (955)   (2,712)
Cash flows from investing activities               
Return of capital contribution   441    600    198 
Dividends received   3,759    1,080    720 
Distributions on other equity instruments received   119    –    – 
Capital injection to Lloyds Bank plc   (3,522)   –    – 
Amounts advanced to subsidiaries   (4,978)   (1,157)   (7,892)
Redemption of loans to subsidiaries   13,166    570    4,420 
Net cash used in investing activities   8,985    1,093    (2,554)
Cash flows from financing activities               
Dividends paid to ordinary shareholders   (2,014)   (1,070)   – 
Distributions on other equity instruments   (412)   (394)   (287)
Issue of other equity instruments   –    –    5,329 
Issue of subordinated liabilities   1,061    1,436    629 
Interest paid on subordinated liabilities   (229)   (129)   (128)
Repayment of subordinated liabilities   (319)   (152)   (596)
Proceeds from issue of ordinary shares   –    –    3 
Net cash provided by financing activities   (1,913)   (309)   4,950 
Change in cash and cash equivalents   18    (171)   (316)
Cash and cash equivalents at beginning of year   24    195    511 
Cash and cash equivalents at end of year   42    24    195 

 

1 See note 1 on page F-103.

 

E INTERESTS IN SUBSIDIARIES

 

The principal subsidiaries, all of which have prepared accounts to 31 December and whose results are included in the consolidated accounts of Lloyds Banking Group plc, are:

 

    Country of
registration/
Incorporation		   Percentage
of equity
share capital
and voting
rights held		   Nature of business
Lloyds Bank plc   England   100%   Banking and financial services
Scottish Widows Limited   Scotland   100%1   Life assurance
HBOS plc   Scotland   100%1   Holding company
Bank of Scotland plc   Scotland   100%1   Banking and financial services

 

1 Indirect interest.

 

The principal area of operation for each of the above subsidiaries is the United Kingdom.

F-105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION

 

The Company owns 100 per cent of the share capital of Lloyds Bank plc (Lloyds Bank), which intends to offer and sell certain securities in the US from time to time utilising a registration statement on Form F-3 filed with the SEC by the Company. This will be accompanied by a full and unconditional guarantee by the Company.

 

Lloyds Bank intends to utilise an exception provided in Rule 3-10 of Regulation S-X, which allows it to not file its financial statements with the SEC. In accordance with the requirements to qualify for the exception, presented below is condensed consolidating financial information for:

 

– The Company on a stand-alone basis as guarantor;
– Lloyds Bank on a stand-alone basis as issuer;
– Non-guarantor subsidiaries of the Company and Lloyds Bank on a combined basis (Subsidiaries);
– Consolidation adjustments; and
– Lloyds Banking Group’s consolidated amounts (the Group).

 

Under IAS 27, the Company and Lloyds Bank account for investments in their subsidiary undertakings at cost less impairment. Rule 3-10 of Regulation S-X requires a company to account for its investments in subsidiary undertakings using the equity method, which would increase/(decrease) the results of the Company and Lloyds Bank in the information below by £(1,072) million and £(851) million, respectively, for the year ended 31 December 2016; by £(37) million and £(10,248) million, respectively, for the year ended 31 December 2015; and by £1,033 million and £(545) million, respectively, for the year ended 31 December 2014. The net assets of the Company and Lloyds Bank in the information below would also be increased/(decreased) by £4,780 million and £(8,268) million, respectively, at 31 December 2016; and by £4,143 million and £(7,366) million, respectively, at 31 December 2015.

 

INCOME STATEMENTS

 

For the year ended 31 December 2016   Company
£m		     Lloyds Bank
£m		     Subsidiaries
£m		     Consolidation
adjustments
£m		     Group
£m		  
Net interest income   66     4,883     4,661     (336 )   9,274  
Other income   3,618     5,489     30,349     (9,119 )   30,337  
Total income   3,684     10,372     35,010     (9,455 )   39,611  
Insurance claims   –     –     (22,344 )   –     (22,344 )
Total income, net of insurance claims   3,684     10,372     12,666     (9,455 )   17,267  
Operating expenses   (221 )   (7,722 )   (6,380 )   1,696     (12,627 )
Trading surplus   3,463     2,650     6,286     (7,759 )   4,640  
Impairment   –     (620 )   (239 )   107     (752 )
Profit before tax   3,463     2,030     6,047     (7,652 )   3,888  
Taxation   (328 )   (77 )   (1,815 )   496     (1,724 )
Profit for the year   3,135     1,953     4,232     (7,156 )   2,164  
                               
For the year ended 31 December 2015   Company
£m		     Lloyds Bank
£m		     Subsidiaries
£m		     Consolidation
adjustments
£m		     Group
£m		  
Net interest income   276     4,170     7,129     (257 )   11,318  
Other income   983     16,057     10,035     (15,243 )   11,832  
Total income   1,259     20,227     17,164     (15,500 )   23,150  
Insurance claims   –     –     (5,729 )   –     (5,729 )
Total income, net of insurance claims   1,259     20,227     11,435     (15,500 )   17,421  
Operating expenses   (290 )   (8,994 )   (6,948 )   845     (15,387 )
Trading surplus   969     11,233     4,487     (14,655 )   2,034  
Impairment   –     (265 )   (222 )   97     (390 )
Profit before tax   969     10,968     4,265     (14,558 )   1,644  
Taxation   (72 )   (57 )   (803 )   244     (688 )
Profit for the year   897     10,911     3,462     (14,314 )   956  

F-106

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

For the year ended 31 December 2014  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Net interest income  255   3,800   7,158   (553)  10,660 
Other income  283   7,180   20,039   (8,270)  19,232 
Total income  538   10,980   27,197   (8,823)  29,892 
Insurance claims  –   –   (13,493)  –   (13,493)
Total income, net of insurance claims  538   10,980   13,704   (8,823)  16,399 
Operating expenses  (265)  (7,927)  (6,602)  909   (13,885)
Trading surplus  273   3,053   7,102   (7,914)  2,514 
Impairment  –   (585)  (777)  610   (752)
Profit before tax  273   2,468   6,325   (7,304)  1,762 
Taxation  106   (143)  (716)  490   (263)
Profit for the year  379   2,325   5,609   (6,814)  1,499 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

For the year ended 31 December 2016     Company
£m		       Lloyds Bank
£m		       Subsidiaries
£m		       Consolidation
adjustments
£m		       Group
£m		  
Profit (loss) for the year     3,135       1,953       4,232       (7,156 )     2,164  
Other comprehensive income                                        
Items that will not subsequently be reclassified to profit or loss:                                        
Post-retirement defined benefit scheme remeasurements:                                        
Remeasurements before taxation     –       (682 )     (666 )     –       (1,348 )
Taxation     –       184       136       –       320  
      –       (498 )     (530 )     –       (1,028 )
Items that may subsequently be reclassified to profit or loss:                                        
Movements in revaluation reserve in respect of available-for-sale financial assets:                                        
Adjustment on transfer from held-to-maturity portfolio     –       1,544       –       –       1,544  
Change in fair value     –       268       84       4       356  
Income statement transfers in respect of disposals     –       (507 )     (68 )     –       (575 )
Income statement transfers in respect of impairment     –       172       1       –       173  
Taxation     –       (269 )     (32 )     –       (301 )
      –       1,208       (15 )     4       1,197  
Movements in cash flow hedging reserve:                                        
Effective portion of changes in fair value     –       1,290       125       1,017       2,432  
Net income statement transfers     –       (241 )     (233 )     (83 )     (557 )
Taxation     –       (258 )     29       (237 )     (466 )
              791       (79 )     697       1,409  
Currency translation differences (tax: nil)     –       19       44       (67 )     (4 )
Other comprehensive income for the year, net of tax     –       1,520       (580 )     634       1,574  
Total comprehensive income for the year     3,135       3,473       3,652       (6,522 )     3,738  
Total comprehensive income attributable to ordinary shareholders     2,723       3,354       3,450       (6,302 )     3,225  
Total comprehensive income attributable to other equity holders     412       119       101       (220 )     412  
Total comprehensive income attributable to equity holders     3,135       3,473       3,551       (6,522 )     3,637  
Total comprehensive income attributable to non-controlling interests     –       –       101       –       101  
Total comprehensive income for the year     3,135       3,473       3,652       (6,522 )     3,738  
F-107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

For the year ended 31 December 2015  Company
£m		   Lloyds
Bank £m		   Subsidiaries
£m		   Consolidation
adjustments £m		   Group
£m		 
Profit (loss) for the year   897    10,911    3,462    (14,314)   956 
Other comprehensive income                         
Items that will not subsequently be reclassified to profit or loss:                         
Post-retirement defined benefit scheme remeasurements:                         
Remeasurements before taxation   –    31    (305)   –    (274)
Taxation   –    (1)   60    –    59 
    –    30    (245)   –    (215)
Items that may subsequently be reclassified to profit or loss:                         
Movements in revaluation reserve in respect of                         
available-for-sale financial assets:                         
Change in fair value   –    (300)   (27)   9    (318)
Income statement transfers in respect of disposals   –    (14)   (37)   –    (51)
Income statement transfers in respect of impairment   –    1    38    (35)   4 
Taxation   –    (17)   2    9    (6)
    –    (330)   (24)   (17)   (371)
Movements in cash flow hedging reserve:                         
Effective portion of changes in fair value   –    294    183    60    537 
Net income statement transfers   –    (421)   (557)   22    (956)
Taxation   –    (76)   59    24    7 
    –    (203)   (315)   106    (412)
Currency translation differences (tax: nil)   –    (13)   52    (81)   (42)
Other comprehensive income for the year, net of tax   –    (516)   (532)   8    (1,040)
Total comprehensive income for the year   897    10,395    2,930    (14,306)   (84)
Total comprehensive income attributable to
ordinary shareholders		   503    10,395    2,834    (14,306)   (574)
Total comprehensive income attributable to
other equity holders		   394    –    –    –    394 
Total comprehensive income attributable to equity holders   897    10,395    2,834    (14,306)   (180)
Total comprehensive income attributable to
non-controlling interests		   –    –    96    –    96 
Total comprehensive income for the year   897    10,395    2,930    (14,306)   (84)
F-108

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

For the year ended 31 December 2014  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Profit (loss) for the year   379    2,325    5,609    (6,814)   1,499 
Other comprehensive income                         
Items that will not subsequently be reclassified to profit or loss:                         
Post–retirement defined benefit scheme remeasurements:                         
Remeasurements before taxation   –    309    365    –    674 
Taxation   –    (62)   (73)   –    (135)
    –    247    292    –    539 
Items that may subsequently be reclassified to profit or loss:                         
Movements in revaluation reserve in respect of
available-for-sale financial assets:		                         
Change in fair value   –    364    256    70    690 
Income statement transfers in respect of disposals   –    11    (129)   (13)   (131)
Income statement transfers in respect of impairment   –    1    7    (6)   2 
Taxation   –    (14)   (1)   2    (13)
    –    362    133    53    548 
Movements in cash flow hedging reserve:                         
Effective portion of changes in fair value   –    1,799    (56)   2,153    3,896 
Net income statement transfers   –    (227)   (474)   (452)   (1,153)
Taxation   –    (315)   106    (340)   (549)
    –    1,257    (424)   1,361    2,194 
Currency translation differences (tax: nil)   –    3    (13)   7    (3)
Other comprehensive income for the year, net of tax   –    1,869    (12)   1,421    3,278 
Total comprehensive income for the year   379    4,194    5,597    (5,393)   4,777 
Total comprehensive income attributable to
ordinary shareholders		   92    4,194    5,510    (5,393)   4,403 
Total comprehensive income attributable to
other equity holders		   287    –    –    –    287 
Total comprehensive income attributable to equity holders   379    4,194    5,510    (5,393)   4,690 
Total comprehensive income attributable to
non-controlling interests		   –    –    87    –    87 
Total comprehensive income for the year   379    4,194    5,597    (5,393)   4,777 
F-109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

BALANCE SHEETS

At 31 December 2016  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Assets                    
Cash and balances at central banks   –    44,595    2,857    –    47,452 
Items in course of collection from banks   –    512    194    –    706 
Trading and other financial assets at fair value through profit or loss   –    48,309    112,154    (9,289)   151,174 
Derivative financial instruments   461    36,714    18,737    (19,774)   36,138 
Loans and receivables:                         
Loans and advances to banks   –    4,379    22,498    25    26,902 
Loans and advances to customers   –    161,161    290,036    6,761    457,958 
Debt securities   –    2,818    528    51    3,397 
Due from fellow Lloyds Banking Group undertakings   7,021    152,260    104,314    (263,595)   – 
Available-for-sale financial assets   –    55,122    3,274    (1,872)   56,524 
Goodwill   –    –    2,343    (327)   2,016 
Value of in-force business   –    –    4,761    281    5,042 
Other intangible assets   –    893    314    474    1,681 
Property, plant and equipment   –    3,644    9,263    65    12,972 
Current tax recoverable   465    420    26    (883)   28 
Deferred tax assets   38    2,286    1,503    (1,121)   2,706 
Retirement benefit assets   –    254    86    2    342 
Investment in subsidiary undertakings, including assets held for sale   44,188    38,757    –    (82,945)   – 
Other assets   959    1,168    11,613    (985)   12,755 
Total assets   53,132    553,292    584,501    (373,132)   817,793 
Equity and liabilities                         
Liabilities                         
Deposits from banks   –    9,450    6,936    (2)   16,384 
Customer deposits   –    213,135    202,433    (108)   415,460 
Due to fellow Lloyds Banking Group undertakings   2,690    86,803    149,152    (238,645)   – 
Items in course of transmission to banks   –    292    256    –    548 
Trading and other financial liabilities                         
at fair value through profit or loss   –    55,776    945    (2,217)   54,504 
Derivative financial instruments   –    38,591    16,107    (19,774)   34,924 
Notes in circulation   –    –    1,402    –    1,402 
Debt securities in issue   2,455    74,366    22,336    (22,843)   76,314 
Liabilities arising from insurance contracts and participating                         
investment contracts   –    –    94,409    (19)   94,390 
Liabilities arising from non-participating investment contracts   –    –    20,112    –    20,112 
Other liabilities   413    3,295    27,668    (2,183)   29,193 
Retirement benefit obligations   –    399    420    3    822 
Current tax liabilities   –    3    1,390    (1,167)   226 
Deferred tax liabilities   –    –    –    –    – 
Other provisions   –    2,833    2,355    30    5,218 
Subordinated liabilities   4,329    10,575    10,648    (5,721)   19,831 
Total liabilities   9,887    495,518    556,569    (292,646)   769,328 
Equity                         
Shareholders’ equity   37,890    54,557    25,687    (75,464)   42,670 
Other equity instruments   5,355    3,217    305    (3,522)   5,355 
Total equity excluding non-controlling interests   43,245    57,774    25,992    (78,986)   48,025 
Non-controlling interests   –    –    1,940    (1,500)   440 
Total equity   43,245    57,774    27,932    (80,486)   48,465 
Total equity and liabilities   53,132    553,292    584,501    (373,132)   817,793 
F-110

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

At 31 December 2015  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Assets                    
Cash and balances at central banks   –    55,919    2,498    –    58,417 
Items in course of collection from banks   –    518    179    –    697 
Trading and other financial assets at fair value through profit or loss   –    52,064    103,789    (15,317)   140,536 
Derivative financial instruments   590    30,992    17,363    (19,478)   29,467 
Loans and receivables:                         
Loans and advances to banks   –    2,625    22,467    25    25,117 
Loans and advances to customers   –    158,117    291,529    5,529    455,175 
Debt securities   –    2,865    1,247    79    4,191 
Due from fellow Lloyds Banking Group undertakings   14,639    132,784    88,957    (236,380)   – 
Available-for-sale financial assets   –    32,476    4,835    (4,279)   33,032 
Held-to-maturity investments   –    19,808    –    –    19,808 
Goodwill   –    –    2,343    (327)   2,016 
Value of in-force business   –    –    4,280    316    4,596 
Other intangible assets   –    720    303    815    1,838 
Property, plant and equipment   –    3,522    9,389    68    12,979 
Current tax recoverable   32    250    21    (259)   44 
Deferred tax assets   51    3,490    2,777    (2,308)   4,010 
Retirement benefit assets   –    402    675    (176)   901 
Investment in subsidiary undertakings   40,785    39,241    –    (80,026)   – 
Other assets   909    916    13,028    (989)   13,864 
Total assets   57,006    536,709    565,680    (352,707)   806,688 
Equity and liabilities                         
Liabilities                         
Deposits from banks   –    13,614    3,313    (2)   16,925 
Customer deposits   –    205,717    212,798    (189)   418,326 
Due to fellow Lloyds Banking Group undertakings   11,101    70,656    122,031    (203,788)   – 
Items in course of transmission to banks   –    326    391    –    717 
Trading and other financial liabilities                         
at fair value through profit or loss   –    56,332    5,043    (9,512)   51,863 
Derivative financial instruments   –    31,040    14,739    (19,478)   26,301 
Notes in circulation   –    –    1,112    –    1,112 
Debt securities in issue   –    78,430    27,504    (23,878)   82,056 
Liabilities arising from insurance contracts and participating                         
investment contracts   –    –    80,316    (22)   80,294 
Liabilities arising from non-participating investment contracts   –    –    22,777    –    22,777 
Other liabilities   394    2,988    28,340    (2,061)   29,661 
Retirement benefit obligations   –    148    255    (38)   365 
Current tax liabilities   –    –    807    (528)   279 
Deferred tax liabilities   –    –    1,053    (1,020)   33 
Other provisions   –    3,421    2,236    30    5,687 
Subordinated liabilities   3,065    19,709    14,106    (13,568)   23,312 
Total liabilities   14,560    482,381    536,821    (274,054)   759,708 
Equity                         
Shareholders’ equity   37,091    54,328    26,968    (77,153)   41,234 
Other equity instruments   5,355    –    –    –    5,355 
Total equity excluding non-controlling interests   42,446    54,328    26,968    (77,153)   46,589 
Non-controlling interests   –    –    1,891    (1,500)   391 
Total equity   42,446    54,328    28,859    (78,653)   46,980 
Total equity and liabilities   57,006    536,709    565,680    (352,707)   806,688 
F-111

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

CASH FLOW STATEMENTS

For the year ended 31 December 2016  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Net cash provided by (used in) operating activities   (7,054)   577    11,131    (2,580)   2,074 
Cash flows from investing activities                         
Dividends received from subsidiary undertakings   3,759    3,984    –    (7,743)   – 
Distributions on other equity instruments received   119    –    –    (119)   – 
Return of capital contributions   441    –    –    (441)   – 
Available-for-sale financial assets and held-to-maturity investments:                         
Purchases   –    (4,664)   (322)   56    (4,930)
Proceeds from sale and maturity   –    6,429    2,350    (2,444)   6,335 
Purchase of fixed assets   –    (1,122)   (2,638)   –    (3,760)
Proceeds from sale of fixed assets   –    19    1,665    –    1,684 
Purchase of other equity instruments issued by subsidiaries   –    –    –    –    – 
Capital lending to Lloyds Bank   –    –    –    –    – 
Capital repayments by Lloyds Bank   –    –    –    –    – 
Additional capital lending to subsidiaries   (4,978)   –    –    4,978    – 
Capital repayments by subsidiaries   13,166    –    –    (13,166)   – 
Additional capital injections to subsidiaries   (3,522)   (309)   –    3,831    – 
Acquisition of businesses, net of cash acquired   –    –    (20)   –    (20)
Disposal of businesses, net of cash disposed   –    231    5    (231)   5 
Net cash flows from investing activities   8,985    4,568    1,040    (15,279)   (686)
                          
Cash flows from financing activities                         
Dividends paid to ordinary shareholders   (2,014)   (3,040)   (4,602)   7,642    (2,014)
Distributions on other equity instruments   (412)   (119)   (101)   220    (412)
Dividends paid to non-controlling interests   –    –    (29)   –    (29)
Interest paid on subordinated liabilities   (229)   (1,516)   (893)   951    (1,687)
Proceeds from issue of subordinated liabilities   1,061    2,753    –    (2,753)   1,061 
Repayment of subordinated liabilities   (319)   (13,200)   (4,952)   10,586    (7,885)
Proceeds from issue of other equity instruments   –    3,217    305    (3,522)   – 
Capital contribution received   –    –    309    (309)   – 
Return of capital contributions   –    (441)   –    441    – 
Capital borrowing from the Company   –    –    –    –    – 
Capital repayments to the Company   –    (3,387)   (1,198)   4,585    – 
Change in stake of non-controlling interests   –    –    (8)   –    (8)
Net cash used in financing activities   (1,913)   (15,733)   (11,169)   17,841    (10,974)
                          
Effects of exchange rate changes on cash and cash equivalents   –    2    19    –    21 
Change in cash and cash equivalents   18    (10,586)   1,021    (18)   (9,565)
Cash and cash equivalents at beginning of year   24    55,852    16,101    (24)   71,953 
Cash and cash equivalents at end of year   42    45,266    17,122    (42)   62,388 
F-112

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

For the year ended 31 December 2015  Company
£m		   Lloyds Bank
£m		   Subsidiaries
£m		   Consolidation
adjustments
£m		   Group
£m		 
Net cash provided by (used in) operating activities   (955)   7,539    7,472    2,316    16,372 
                          
Cash flows from investing activities                         
Dividends received from subsidiary undertakings   1,080    12,820    –    (13,900)   – 
Return of capital contributions   600    –    –    (600)   – 
Available-for-sale financial assets and held-to-maturity investments:                         
Purchases   –    (7,903)   (13,593)   2,142    (19,354)
Proceeds from sale and maturity   –    7,055    14,945    –    22,000 
Purchase of fixed assets   –    (1,279)   (2,138)   –    (3,417)
Proceeds from sale of fixed assets   –    61    1,476    –    1,537 
Additional capital injections to subsidiaries   –    (64)   –    64    – 
Purchase of other equity instruments issued by subsidiaries   –    (1,500)   –    1,500    – 
Capital lending to Lloyds Bank   (1,157)   –    –    1,157    – 
Capital repayments by Lloyds Bank   570    –    –    (570)   – 
Acquisition of businesses, net of cash acquired   –    –    (5)   –    (5)
Disposal of businesses, net of cash disposed   –    850    122    (5,043)   (4,071)
Net cash flows from investing activities   1,093    10,040    807    (15,250)   (3,310)
                          
Cash flows from financing activities                         
Dividends paid to ordinary shareholders   (1,070)   (1,080)   (12,820)   13,900    (1,070)
Distributions on other equity instruments   (394)   –    –    –    (394)
Dividends paid to non-controlling interests   –    –    (52)   –    (52)
Interest paid on subordinated liabilities   (129)   (1,755)   (956)   1,000    (1,840)
Proceeds from issue of subordinated liabilities   1,436    –    –    (1,098)   338 
Repayment of subordinated liabilities   (152)   (1,266)   (2,151)   370    (3,199)
Capital contributions received   –    –    165    (165)   – 
Return of capital contributions   –    (600)   –    600    – 
Capital borrowing from the Company   –    1,157    –    (1,157)   – 
Capital repayments to the Company   –    (1,155)   –    1,155    – 
Changes in non-controlling interests   –    –    1,459    (1,500)   (41)
Net cash used in financing activities   (309)   (4,699)   (14,355)   13,105    (6,258)
                          
Effects of exchange rate changes on cash and cash equivalents   –    –    2    –    2 
Change in cash and cash equivalents   (171)   12,880    (6,074)   171    6,806 
Cash and cash equivalents at beginning of year   195    42,972    22,175    (195)   65,147 
Cash and cash equivalents at end of year   24    55,852    16,101    (24)   71,953 
F-113

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 58: CONDENSED CONSOLIDATING FINANCIAL INFORMATION continued

 

               Consolidation     
   Company   Lloyds Bank   Subsidiaries   adjustments   Group 
For the year ended 31 December 2014  £m   £m   £m   £m   £m 
Net cash (used in) provided by operating activities   (2,712)   1,978    11,927    (840)   10,353 
Cash flows from investing activities                         
Dividends received from subsidiary undertakings   720    2,873    –    (3,593)   – 
Return of capital contributions   198    –    –    (198)   – 
Available-for-sale financial assets:                         
Purchases   –    (6,052)   (5,657)   176    (11,533)
Proceeds from sale and maturity   –    1,626    7,776    (4,734)   4,668 
Purchase of fixed assets   –    (1,182)   (2,260)   –    (3,442)
Proceeds from sale of fixed assets   –    100    1,943    –    2,043 
Additional capital lending to subsidiaries   (7,892)   (750)   –    8,642    – 
Capital repayments by subsidiaries   4,420    1,930    –    (6,350)   – 
Acquisition of businesses, net of cash acquired   –    –    (1)   –    (1)
Disposal of businesses, net of cash disposed   –    728    905    (1,090)   543 
Net cash flows from investing activities   (2,554)   (727)   2,706    (7,147)   (7,722)
                          
Cash flows from financing activities                         
Distributions on other equity instruments   (287)   –    –    –    (287)
Dividends paid to equity shareholders   –    –    (3,593)   3,593    – 
Dividends paid to non-controlling interests   –    –    (27)   –    (27)
Interest paid on subordinated liabilities   (128)   (1,832)   (1,624)   1,379    (2,205)
Proceeds from issue of subsordinated liabilities   629    –    –    –    629 
Proceeds from issue of ordinary shares   3    –    –    –    3 
Proceeds from issue of other equity instruments   5,329    –    (5,329)   –    – 
Repayment of subordinated liabilities   (596)   (1,380)   (6,472)   5,425    (3,023)
Capital contributions received   –    –    8,642    (8,642)   – 
Sale of non-controlling interest in TSB   –    634    –    –    634 
Other changes in non-controlling interests   –    –    1    –    1 
Return of capital contribution   –    (198)   –    198    – 
Capital repayments to parent company   –    –    (6,350)   6,350    – 
Net cash used in financing activities   4,950    (2,776)   (14,752)   8,303    (4,275)
                          
Effects of exchange rate changes on cash and cash equivalents   –    6    (12)   –    (6)
Change in cash and cash equivalents   (316)   (1,519)   (131)   316    (1,650)
Cash and cash equivalents at beginning of year   511    44,491    22,306    (511)   66,797 
Cash and cash equivalents at end of year   195    42,972    22,175    (195)   65,147 
F-114

GLOSSARY

 

Term used   US equivalent or brief description.
Accounts   Financial statements.
Allotted   Issued.
Associates   Long-term equity investments accounted for by the equity method.
Attributable profit   Net income.
ATM   Automatic Teller Machine.
ATM interchange   System allowing customers of different ATM operators to use any ATM that is part of the system.
Balance sheet   Statement of financial position.
Broking   Brokerage.
Building society   A building society is a mutual institution set up to lend money to its members for house purchases. See also ‘Demutualisation’.
Buy-to-let mortgages   Buy-to-let mortgages are those mortgages offered to customers purchasing residential property as a rental investment.
Called-up share capital   Ordinary shares, issued and fully paid.
Contract hire   Leasing.
Creditors   Payables.
Debtors   Receivables.
Deferred tax   Deferred income tax.
Demutualisation   Process by which a mutual institution is converted into a public limited company.
Depreciation   Amortisation.
Endowment mortgage        An interest-only mortgage to be repaid by the proceeds of an endowment insurance policy which is assigned to the lender providing the mortgage. The sum insured, which is payable on maturity or upon the death of the policyholder, is used to repay the mortgage.
Finance lease   Capital lease.
Freehold   Ownership with absolute rights in perpetuity.
ISA   Individual Savings Account.
Leasehold      Land or property which is rented from the owner for a specified term under a lease. At the expiry of the term the land or property reverts back to the owner.
Lien   Under UK law, a right to retain possession pending payment.
Life assurance   Life insurance.
Loan capital   Long-term debt.
Members   Shareholders.
Memorandum and articles of association   Articles and bylaws.
National Insurance          A form of taxation payable in the UK by employees, employers and the self-employed, used to fund benefits at the national level including state pensions, medical benefits through the National Health Service (NHS), unemployment and maternity. It is part of the UK’s national social security system and ultimately controlled by HM Revenue & Customs.
Nominal value   Par value.
Open Ended Investment Company (OEIC)   Mutual fund.
Ordinary shares   Common stock.
Overdraft      A line of credit, contractually repayable on demand unless a fixed-term has been agreed, established through a customer’s current account.
Preference shares   Preferred stock.
217

GLOSSARY

 

Term used   US equivalent or brief description.
Premises   Real estate.
Profit attributable to equity shareholders   Net income.
Provisions   Reserves.
Regular premium   Premiums which are payable throughout the duration of a policy or for some shorter fixed period.
Reinsurance   The insuring again by an insurer of the whole or part of a risk that it has already insured with another insurer called a reinsurer.
Retained profits   Retained earnings.
Share capital   Capital stock.
Shareholders’ equity   Stockholders’ equity.
Share premium account   Additional paid-in capital.
Shares in issue   Shares outstanding.
Single premium   A premium in relation to an insurance policy payable once at the commencement of the policy.
Specialist mortgages        Specialist mortgages include those mortgage loans provided to customers who have self-certified their income (normally as a consequence of being self-employed) or who are otherwise regarded as a sub-prime credit risk. New mortgage lending of this type has not been offered by the Group since early 2009.
Tangible fixed assets   Property and equipment.
Undistributable reserves   Restricted surplus.
Write-offs   Charge-offs.
218

FORM 20-F CROSS REFERENCE SHEET

 

  Form 20–F Item Number and Caption Location Page
Part I      
Item 1. Identity of Directors, Senior Management and Advisers    
  A. Directors and senior management Not applicable.  
  B. Advisers Not applicable.  
  C. Auditors Not applicable.  
Item 2. Offer Statistics and Expected Timetable    
  A. Offer statistics Not applicable.  
  B. Method and expected timetable Not applicable.  
Item 3. Key Information    
  A. Selected financial data “Selected consolidated financial data” 3
    “Exchange rates” 4
  B. Capitalisation and indebtedness Not applicable.  
  C. Reason for the offer and use of proceeds Not applicable.  
  D. Risk factors “Risk factors” 197–214
Item 4. Information on the Company    
  A. History and development of the company “Business overview” 2
    “Business – History and development of Lloyds Banking Group” 4
    “Business – Legal actions and regulatory matters” 6–9
    “Operating and financial review and prospects – Line of business information” 24–27
  B. Business overview “Business overview” 2
    “Business – Legal actions and regulatory matters” 6–9
    “Operating and financial review and prospects – Line of business information” 24–27
    “Regulation” 178–181
  C. Organisational structure “Lloyds Banking Group structure” 216
  D. Property, plant and equipment “Business – Properties” 6
Item 4A. Unresolved Staff Comments Not applicable.  
Item 5. Operating and Financial Review and Prospects    
  A. Operating results “Operating and financial review and prospects” 10–116
    “Operating and financial review and prospects – Credit risk” 53–85
    “Regulation” 178–181
    “Operating and financial review and prospects – Market Risk” 87–92
  B. Liquidity and capital resources “Operating and financial review and prospects – Risk elements in the loan portfolio – Cross border outstandings” 85
    “Operating and financial review and prospects – Funding and Liquidity Risk” 95–100
    “Operating and financial review and prospects – Capital risk” 101–109
    “Operating and financial review and prospects – Investment portfolio, maturities, deposits, short-term borrowings” 113–116
    “Dividends” 185
    “Notes to the consolidated financial statements – note 48” F-70
  C. Research and development, patents and licenses, etc. Not applicable.  
  D. Trend information “Operating and financial review and prospects – Overview and trend information” 11–12
  E. Off-balance sheet arrangements “Operating and financial review and prospects – Funding and liquidity risk – Off balance sheet arrangements” – also refer to financial notes 100
  F. Tabular disclosure of contractual obligations “Operating and financial review and prospects – Funding and liquidity risk – Contractual cash obligations” 100
  G. Safe harbor “Forward looking statements” 215
Item 6. Directors, Senior Management and Employees    
  A. Directors and senior management “Management and employees – Directors and senior management” 117–120
  B. Compensation “Compensation” – also refer to financial notes 120–151
  C. Board practices “Management and employees” 117–120
    “Articles of association of Lloyds Banking Group plc” 190
    “Management and employees – Employees” 120
    “Compensation – Service agreements” 131
    “Corporate governance – Leadership” 153
    “Corporate governance – the Board in 2016” 154–161
    “Corporate governance – Audit Committee Report” 167–170
    “Compensation – Annual report on remuneration – Remuneration Committee” 150–151
  D. Employees “Management and employees – Employees” 120
  E. Share ownership “Compensation – Outstanding share awards” 145–149
    “Notes to the consolidated financial statements – note 2” F-15
Item 7. Major Shareholders and Related Party Transactions    
  A. Major shareholders “Major shareholders and related party transactions – Major shareholders”  177
219

FORM 20-F CROSS REFERENCE SHEET

 

  Form 20–F Item Number and Caption Location Page
  B. Related party transactions “Major shareholders and related party transactions – Related party transactions” 177
    “Notes to the consolidated financial statements – note 47” F-67–F-68
  C. Interests of experts and counsel Not applicable.  
Item 8. Financial Information    
  A. Consolidated statements and other financial information “Consolidated financial statements” F-1
    “Business – Legal actions and regulatory matters” 6–9
    “Operating and financial review and prospects” 10–116
    “Dividends” 185
  B. Significant changes    
Item 9. The Offer and Listing    
  A. Offer and listing details “Listing information” 182
  B. Plan of distribution Not applicable.  
  C. Markets “Listing information” 182
  D. Selling shareholders Not applicable.  
  E. Dilution Not applicable.  
  F. Expenses of the issue Not applicable.  
Item 10. Additional Information    
  A. Share capital Not applicable.  
  B. Memorandum and articles of association “Articles of association of Lloyds Banking Group plc” 186–192
  C. Material contracts “Business – Material contracts” 5
  D. Exchange controls “Exchange controls” 192
  E. Taxation “Taxation” 193–195
  F. Dividends and paying agents Not applicable.  
  G. Statements by experts Not applicable.  
  H. Documents on display “Where you can find more information” 196
  I. Subsidiary information “Lloyds Banking Group structure” 216
Item 11.  Quantitative and Qualitative Disclosures about Market Risk “Operating and financial review and prospects – Credit risk” 53–85
    “Operating and financial review and prospects – Market risk” 87–92
Item 12. Description of Securities Other than Equity Securities    
  A. Debt securities Not applicable.  
  B. Warrants and rights Not applicable.  
  C. Other securities Not applicable.  
  D. American Depositary Shares “Listing information – ADR fees” 184
Part II      
Item 13. Defaults, Dividends Arrearages and Delinquencies Not applicable.  
Item 14. Material Modifications to the Rights of Security Holders and Not applicable.  
  Use of Proceeds    
Item 15. Controls and Procedures “Corporate governance” 175-176
Item 16. [Reserved by the Securities and Exchange Commission]    
  A. Audit committee financial expert “Management and Employees – Directors and Senior Management” 117–120
    “Corporate governance – Audit Committee report” 167
  B. Code of ethics “Management and employees – Employees” 120
  C. Principal accountant fees and services “Corporate governance – Risk Management and internal control  
    systems – Auditor independence and remuneration” 170
    “Notes to the consolidated financial statements – note 11 – Operating expenses” F-26–F-28
  D. Exemptions from the listing standards for audit Not applicable.  
  committees    
  E. Purchases of equity securities by the issuer and affiliated Not applicable.  
  purchasers    
  F. Change in registrant’s certifying accountant Not applicable.  
  G. Corporate governance “Corporate governance – Statement on US corporate governance standards” 152
  H. Mine safety disclosure Not applicable  
Part III      
Item 17. Financial statements See response to item 18.  
Item 18. Financial statements “Consolidated financial statements” F-1
Item 19. Exhibits See “Exhibit index” 221
220

EXHIBIT INDEX

 

1. Articles of association of Lloyds Banking Group plc
2. Neither Lloyds Banking Group plc nor any subsidiary is party to any single long-term debt instrument pursuant to which a total amount of securities exceeding 10 per cent of the Group’s total assets (on a consolidated basis) is authorised to be issued. Lloyds Banking Group plc hereby agrees to furnish to the Securities and Exchange Commission (the Commission), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt issued by it or any subsidiary for which consolidated or unconsolidated financial statements are required to be filed with the Commission.
4. (a) (i) Registration Rights Agreement dated 12 January 2009 between Lloyds Banking Group plc and The Commissioners of Her Majesty’s Treasury (as amended with effect from 11 June 2009)▲
    (ii) Resale Rights Agreement effective 11 June 2009 between Lloyds Banking Group plc and The Commissioners of Her Majesty’s Treasury▲
    (iii) Deed of Withdrawal dated 3 November 2009 between Lloyds Banking Group plc and The Lords Commissioners of Her Majesty’s Treasury²▲
4. (b) (i) Service agreement dated 3 November 2010 between Lloyds Bank plc and António Horta-Osórioo
    (ii) Letter of appointment dated 23 February 2009 between Lloyds Banking Group plc and Anthony Watson†
    (iii) Letter of appointment dated 17 November 2010 between Lloyds Banking Group plc and Anita Frewo
    (iv) Letter of appointment dated 31 January 2012 between Lloyds Banking Group plc and Sara Weller§
    (v) Service agreement dated 1 March 2012 between Lloyds Bank plc and George Culmerr
    (vi) Letter of appointment dated 25 February 2013 between Lloyds Banking Group plc and Nick Luffr
    (vii) Letter of appointment dated 28 October 2013 between Lloyds Banking Group plc and Dyfrig John•
    (viii) Service agreement dated 30 November 2010 between Lloyds Bank plc and Juan Colombás•
    (ix) Letter of appointment dated 31 March 2014 between Lloyds Banking Group plc and Lord Blackwell£
    (x) Letter of appointment dated 1 April 2014 between Lloyds Banking Group plc and Nick Prettejohn£
    (xi) Letter of appointment dated 1 May 2014 between Lloyds Banking Group plc and Simon Henry£
    (xii) Letter of appointment dated 26 June 2014 between Lloyds Banking Group plc and Alan Dickinson£
    (xiii) Letter of appointment dated 26 November 2015 between Lloyds Banking Group plc and Deborah McWhinney+
    (xiv) Letter of appointment dated 26 November 2015 between Lloyds Banking Group plc and Stuart Sinclair+
8.1 List of subsidiaries, their jurisdiction of incorporation and the names under which they conduct business
12.1 Certification of António Horta-Osório filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241
12.2 Certification of George Culmer filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241
13.1 Certification of António Horta-Osório and George Culmer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350
15.1 Consent of PricewaterhouseCoopers LLP

 

† Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 7 May 2009
▲ Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 13 May 2010
o Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 13 May 2011
§ Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 16 March 2012
r Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 25 March 2013
• Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 5 March 2014
£ Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 12 March 2015
+ Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 8 March 2016
² Pursuant to a request for confidential treatment filed with the SEC, the confidential portions of this exhibit have been omitted and filed separately with the SEC.

 

The exhibits shown above are listed according to the number assigned to them by the Form 20–F.

221

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

 

  LLOYDS BANKING GROUP plc  
  By: /s/ G Culmer  
       
  Name: George Culmer  
  Title: Chief Financial Officer  
       
  Dated: 10 March 2017  
222
 EX-1 2 c87021_ex1.htm ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC

Reg No SC95000

 

ARTICLES OF ASSOCIATION

 

(Adopted by special resolution passed on and with effect from 12 May 2016)

 

of

 

LLOYDS BANKING GROUP plc

 

The Companies Act 2006

 

Public company limited by shares

 

Articles of Association

 

of

 

Lloyds Banking Group plc1

 

as adopted by a special resolution passed on and with effect from 12 May 2016

 

Preliminary

 

1Table A not to apply

 

Neither the regulations in Table A in The Companies (Tables A to F) Regulations 1985 nor any other articles or regulations which may apply to companies under the statutes shall apply to the company.

 

2Interpretation

 

2.1In these articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively:

 

  “Companies Acts” shall have the meaning given thereto by section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date;
     
  “company communications provisions” shall have the same meaning as in the Companies Act 2006;
     
  “CREST regulations” the Uncertificated Securities Regulations 2001;
     
  “deed of covenant” a deed of covenant entered into by the company on 4 January 1997 under which the company is obliged, inter alia, to make certain payments to the holder of limited voting shares named therein and any reference to any such deed shall include any instrument executed in substitution therefor in favour of such holder or any transferee of all or any of the limited voting shares formerly held by such holder in terms (taking such instruments together if more than one) which the directors consider to be no less favourable to the payee or payees thereunder;
     
  “incapacity” in relation to a member, includes death, bankruptcy, insanity, incapacity of any kind, dissolution, liquidation or other event where, by operation of law, the rights and obligations of a member are transferred to or vested in another person;

 

 
1The name of the company was changed on 16 January 2009 from Lloyds TSB Group plc pursuant to a resolution passed on 19 November 2008.
- 1 -
  “in writing” written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another;
     
  “limited voting shares” limited voting shares of 10p each of the company;
     
  “London stock exchange” London Stock Exchange plc;
     
  “month” calendar month;
     
  “office” the registered office of the company for the time being;
     
  “operator” Euroclear UK & Ireland Limited or such other person as may for the time being be approved by H.M. Treasury as operator under the CREST regulations;
     
  “operator instruction” a properly authenticated dematerialised instruction attributable to the operator;
     
  “ordinary shares” ordinary shares of 10p each of the company;
     
  “paid” paid or credited as paid;
     
  “participating security” a security title to units which is permitted by the operator to be transferred by means of a relevant system;
     
  “preference shares” preference shares of the company described in article 3.1;
     
  “register” the register of members of the company;
     
  “relevant system” a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST regulations;
     
  “seal” the common seal of the company;
     
  “securities seal” an official seal kept by the company for sealing documents issued by the company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Act 2006;
     
  “statutes” the Companies Acts, the CREST regulations and every other enactment (to the extent the same is in force) or any judgment or order of any court of competent jurisdiction (where applicable), concerning companies and affecting the company;
     
  “these articles” these articles of association as from time to time altered;
     
  “transfer office” the place where the register is situate for the time being;
     
  “treasury shares” shares of the company which are acquired and are being held by the company;
     
  “UK Listing Authority” the Financial Conduct Authority in its capacity as competent authority for official listing under Part VI of the Financial Services and Markets Act 2000 and any successor thereto;
- 2 -
  “United Kingdom” the United Kingdom of Great Britain and Northern Ireland; and
     
  “year” calendar year.
     
2.2Expressions and references:

 

2.2.1The expression “address” includes any number or address (including, in the case of any uncertificated proxy instruction permitted under article 65, an identification number of a participant in the relevant system) used for the purposes of sending or receiving documents or information by electronic means and/or by means of a website.

 

2.2.2The expressions “debenture” and “debenture holder” shall respectively include “debenture stock” and “debenture stockholder”.

 

2.2.3The expression “documents” shall include notices, information, certificates, reports and accounts, financial statements, forms, offer documents, documents needed for the public quotation of securities, deeds, agreements, records, circulars and cheques, warrants or orders in respect of dividends, distributions or interest, summonses, orders or other legal processes and registers.

 

2.2.4The expressions “hard copy form”, “electronic form” and “electronic means” shall have the same respective meanings as in the company communications provisions.

 

2.2.5The expression “mail” shall include any document sent by prepaid envelope or, where the context allows, sent by fax or other electronic means to the extent allowed by law.

 

2.2.6The expressions “member”, “holder” and “shareholder” shall include references, where the context so requires, to a person entitled by transmission or operation of law (including, without limitation, a person so entitled following incapacity of a member) to that member’s interest in the company.

 

2.2.7The expression “officer” shall include a director, manager and the secretary, but shall not include an auditor.

 

2.2.8The expressions “recognised clearing house” and “recognised investment exchange” shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

 

2.2.9The expression “record date” means any date specified by the directors by resolution (notwithstanding any other provision of these articles but subject to the statutes) as the date at the close of business (or such other time as the directors may determine) of which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular.

 

2.2.10The expression “secretary” shall include any person appointed to perform any of the duties of the secretary including, but not limited to, a joint, assistant or deputy secretary.
- 3 -
2.2.11The expression “shareholders’ meeting” shall include both a general meeting and a meeting of the holders of any class of shares of the company. The expression “general meeting” shall include any general meeting of the company, including any general meeting held as the company’s annual general meeting in accordance with section 360 of the Companies Act 2006 (”annual general meeting”).

 

2.2.12All those provisions of these articles as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” shall be construed accordingly.

 

2.2.13References to an amount or sum payable on or in respect of a share, or an amount to be paid or calculated on or in respect of a share, means an amount, or payment, in the currency in which the share is denominated.

 

2.2.14Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.

 

2.2.15References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these articles).

 

2.2.16Any words or expressions defined in the Companies Acts or the CREST regulations shall (if not inconsistent with the subject or context and if not defined in this article 2) bear the same meanings in these articles.

 

2.2.17References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST regulations.

 

2.2.18A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these articles or the statutes.

 

2.3Wherever in these articles provision is included for the company to make payment, withhold, retain or not be obliged to make any payment in respect of any money which may be owing to any person, the following shall apply unless otherwise expressly provided:

 

2.3.1no interest shall be payable thereon, but any moneys earned in respect of such money shall accrue to and be for the benefit of the company;

 

2.3.2the company shall not be a trustee or hold such money in any fiduciary capacity, but shall be deemed to be the debtor of such person;

 

2.3.3the company may pay such money in whole or in part into a separate bank account in the name of the person entitled, which shall be a good discharge to the company; and

 

2.3.4the company may employ any such money in the business of the company or invest it as the directors may from time to time think fit.

 

Share capital

 

3Limited voting shares and preference shares

 

3.1The limited voting shares shall rank equally in all respects with the ordinary shares, save as otherwise provided in these articles or in the terms of issue of the limited voting shares.
- 4 -
3.1.1Each limited voting share shall be converted into an ordinary share:

 

(i)on the day following the last date on which an amount could become due and payable to a holder of limited voting shares under a deed of covenant; or

 

(ii)if an offer is made to ordinary shareholders of the company (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the issued ordinary share capital of the company and the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the company becomes or is certain to become vested in the offeror and/or such bodies corporate and/or persons aforesaid; in such event the directors shall as soon as reasonably practicable after they become aware that such right has or will become so vested serve a written notice on all holders of limited voting shares stating that such event has occurred. The publication of a scheme of arrangement under the statutes providing for the acquisition by any person of the whole or any part of the ordinary share capital of the company shall be deemed to be the making of an offer for the purposes of this article 3.1.1.

 

3.1.2The ordinary shares resulting from conversion shall carry the right to receive all dividends and other distributions declared, made or paid on the ordinary share capital of the company by reference to a record date on or after the date of conversion and shall rank equally in all other respects and form one class with the ordinary share capital of the company then in issue and fully paid.

 

3.1.3If, while the limited voting shares remain unconverted, any offer or invitation (not being an offer or invitation to which the provisions of article 3.1.1 apply) is made or extended to the holders of the ordinary shares to subscribe for or purchase any securities of the company or any other company, the company shall make or extend or, so far as it is able, procure that there is made or extended a like offer or invitation at the same time to each holder of limited voting shares as if such shares had been converted hereunder on the record date for such offer or invitation.

 

3.1.4So long as the limited voting shares remain unconverted, the following provisions shall apply:

 

(i)The company shall not consolidate or subdivide any of the ordinary shares without consolidating or subdividing the limited voting shares in like manner and to a like extent.

 

(ii)The company will not create any new class of equity share capital, other than in connection with or pursuant to an employees’ share scheme approved by the company in general meeting, provided that the creation of equity share capital which carries as compared with the existing ordinary share capital only restricted voting or no voting rights and no greater rights as regards dividends or capital shall not be deemed to be the creation of a new class of equity share capital. Without prejudice to the right of the company to consolidate or subdivide shares or convert shares into stock or to issue ordinary shares by way of capitalisation of profits or reserves, it will
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not alter the rights attached to all or any part of its equity share capital or attach any special rights or privileges or restrictions thereto.

 

(iii)The limited voting shares shall confer upon the holders thereof the right to have sent to them (at the same time as the same are sent to the holders of ordinary shares) a copy of every circular or other document sent out by the company to the holders of ordinary shares.

 

3.1.5The directors shall forthwith upon such conversion direct that appropriate entries be made in the register and that written notice of such conversion be sent within 14 days after the date of such conversion to the holders of the limited voting shares.

 

3.1.6Forthwith upon receipt by the company from a holder of limited voting shares of a certificate or certificates for such shares held by him on the date of conversion, the company shall deliver to such holder free of charge a new certificate for the ordinary shares to which such holder shall then have become entitled.

 

3.1.7If the ordinary shares in issue on the date of conversion are listed on a recognised investment exchange, the company shall forthwith on conversion make application and take such other action as may be required to list the shares so converted on such exchange.

 

3.2The preference shares shall confer upon the holders thereof such rights (including rights of redemption in whole or in part) as may be determined by the directors on allotment, but unless the directors shall otherwise determine, fully paid preference shares shall confer identical rights in respect of capital, dividends (save as to the currency of payment thereof and save where and to the extent that any such share is issued on terms providing that it shall rank for dividend as from a particular date), voting and otherwise, notwithstanding that they are denominated in different currencies, and shall be treated as if they are one single class of shares.

 

4Fractions arising on consolidation or subdivision

 

4.1Whenever as a result of a consolidation or subdivision of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the act, the company) and distribute the net proceeds of sale in due proportion among those members in the same currency in which the shares were denominated. The directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

 

4.2So far as the statutes allow, the directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the register as shares in certificated form where this is desirable to facilitate the sale thereof.

 

4.3Where any member’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member’s portion may at the directors’ discretion be distributed to an organisation which is a charity for the purposes of the law of England and Wales or Scotland.
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5Reduction of capital

 

Subject to the provisions of the statutes, the company may by special resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.

 

Shares

 

6Shares and special rights

 

Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the company may be issued with such preferred, deferred or other special rights (including their being denominated in any currency), or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the directors may determine) or as otherwise provided in these articles and, subject to the provisions of the statutes, the company may issue any shares which are, or at the option of the company or the holder are, liable to be redeemed and the directors may determine the terms, conditions and manner of redemption of any such shares.

 

7Commissions on issue of shares

 

The company may exercise the powers of paying commissions conferred by the statutes to the full extent thereby permitted. The company may also on any issue of shares pay such brokerage as may be lawful.

 

8Renunciation of allotment

 

The directors may at any time after the allotment of any share but before any person has been entered in the register as the holder:

 

8.1recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or

 

8.2allow the rights represented thereby to be one or more participating securities, in each case upon and subject to such terms and conditions as the directors may think fit to impose.

 

9Trust etc. interests not recognised

 

Except as required by these articles, the statutes or under the order of a court, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the holder.

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Share certificates

 

10Issue of share certificates

 

10.1Every person (except a person to whom the company is not required by law to issue a certificate) whose name is entered in the register in respect of shares in certificated form shall upon the issue or transfer to him of such shares be entitled without payment to a certificate therefor:

 

10.1.1(in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment; or

 

10.1.2(in the case of a transfer of fully-paid shares) within five business days after lodgement of the transfer; or

 

10.1.3(in the case of a transfer of partly-paid shares) within two months after lodgement of the transfer; or

 

10.1.4(in the case of the surrender of a share warrant for cancellation) within two months of the surrender of the warrant.

 

10.2A certificate sent to a member under this article 10 or under article 124, is sent at the risk of the member and not the company.

 

11Form of share certificate

 

Every share certificate shall be executed by the company in such manner as the directors may decide (which may include use of the seal or the securities seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more directors) and shall specify the number, denomination and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class.

 

12Joint holders

 

In the case of a share held jointly by several persons in certificated form, the company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.

 

13Replacement of share certificates

 

13.1Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued instead with such charge as the directors may reasonably determine.

 

13.2If any member shall surrender for cancellation a share certificate representing shares held by him and request the company to issue instead two or more share certificates representing such shares in such proportions as he may specify, the directors may, if they think fit, comply with such request for such charge as the directors may reasonably determine.

 

13.3If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject to delivery up of the old certificate or (if alleged to have been lost,
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stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the company in connection with the request as the directors may think fit.

 

13.4In the case of shares held jointly by several persons, any such request may be made by any one of the joint holders.

 

Calls on shares

 

14Power to make calls

 

The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) but subject to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be made payable by instalments.

 

15Liability for calls

 

Each member shall (subject to being given at least 14 days’ notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the directors may determine.

 

16Interest on overdue amounts

 

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the directors determine, but the directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.

 

17Other sums due on shares

 

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of these articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

 

18Power to differentiate between holders

 

The directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

 

19Payment of calls in advance

 

The directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by

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way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made. The company may pay interest upon the money so received (until and to the extent that the same would but for such advance become payable) at such rate as the member paying such sum and the directors may agree. No sum so paid up in advance shall entitle the member in respect of such share to participate in any dividend on such amount (until and to the extent that such sum would but for such advance become payable).

 

Forfeiture and lien

 

20Notice on failure to pay a call

 

20.1If a member fails to pay in full any call or instalment of a call on or before the due date for payment thereof, the directors may at any time thereafter serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the company by reason of such non-payment.

 

20.2The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.

 

21Forfeiture for non-compliance

 

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The directors may accept a surrender of any share liable to be forfeited hereunder.

 

22Disposal of forfeited shares

 

A share so forfeited or surrendered shall become the property of the company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the directors shall think fit, and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the directors think fit. The directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

 

23Holder to remain liable despite forfeiture

 

A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall, in the case of shares held in certificated form, surrender to the company for cancellation the certificate for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the company all moneys which at the date of forfeiture or surrender were presently payable by him to the company in respect of the shares with interest thereon at such rate as the directors may determine from the date

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of forfeiture or surrender until payment. The directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal or waive payment in whole or in part.

 

24Lien on partly-paid shares

 

The company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share, and the directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this article.

 

25Sale of shares subject to lien

 

The company may sell in such manner as the directors think fit any share on which the company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been given to the relevant member.

 

26Proceeds of sale of shares subject to lien

 

The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale, the directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.

 

27Evidence of forfeiture

 

A statutory declaration in writing that the declarant is a director or the secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share, and the person to whom the share is sold, re-allotted or disposed of shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.

 

Variation of rights

 

28Manner of variation of rights

 

28.1Whenever the share capital of the company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the statutes, be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal
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value of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the company is a going concern or during or in contemplation of a winding-up.

 

28.2The provisions of article 28.1 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

 

28.3To every such separate meeting all the provisions of these articles relating to general meetings and to the proceedings thereat shall apply with such changes as are appropriate, except that the necessary quorum shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (but so that at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him.

 

29Matters not constituting variation of rights

 

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by:

 

29.1the creation or issue of further shares ranking as regards participation in the profits or assets of the company in some or all respects equally therewith or subsequent thereto but in no respect in priority thereto; or

 

29.2the purchase or redemption by the company of any of its own shares.

 

Transfer of shares

 

30Form of transfer

 

30.1All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and may be under hand only or in the case of a corporation executed in accordance with the statutes or, as the case may be, the laws of its place of incorporation and its by-laws. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the register in respect thereof. All instruments of transfer which are registered may be retained by the company.

 

30.2All transfers of shares which are in uncertificated form shall, unless the CREST regulations otherwise provide, be effected by means of a relevant system.

 

31Balance certificate

 

Where some only of the shares comprised in a share certificate are transferred, the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued instead without charge.

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32Right to refuse registration

 

32.1The directors may decline to recognise any instrument of transfer relating to shares in certificated form unless:

 

32.1.1it is in respect of only one class of share;

 

32.1.2it is lodged (duly stamped if required) at the transfer office accompanied by the relevant share certificate(s); and

 

32.1.3when lodged it is accompanied by such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person to do so).

 

In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.

 

32.2The directors may in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the official list maintained by the UK Listing Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

 

32.3The directors shall refuse to register the transfer of any share on which the company has a lien. The directors shall also refuse to register the transfer of any limited voting share unless the same:

 

32.3.1is transferred under a scheme established or order made by the Charity Commissioners or by the court in the exercise of jurisdiction in relation to charities provided that the transferee shall have charitable objects;

 

32.3.2is transferred by a company in the course of winding-up to some other institution or institutions having charitable objects and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the transferor by its memorandum of association;

 

32.3.3is transferred by a member of the company to another holder of limited voting shares; or

 

32.3.4devolves upon the crown and the doctrine of cy-près is applied at the direction of the crown in respect thereof.

 

32.4The directors may also refuse to register an allotment or transfer of shares (whether fully-paid or not) in favour of more than four persons jointly.

 

32.5If the directors refuse to register an allotment or transfer of shares, they shall as soon as practicable and in any event within two months after the date on which:

 

32.5.1the letter of allotment or instrument of transfer was lodged with the company (in the case of shares held in certificated form); or

 

32.5.2the operator-instruction was received by the company (in the case of shares held in uncertificated form),
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send to the allottee or transferee notice of the refusal giving reasons for the refusal.

 

33No fee on registration

 

No fee will be charged by the company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the register affecting the title to any shares.

 

34Branch register

 

Subject to and to the extent permitted by the statutes, the company, or the directors on behalf of the company, may cause to be kept in any territory a branch register of members resident in such territory, and the directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

 

35Further provisions on shares in uncertificated form

 

35.1Subject to the statutes and the rules (as defined in the CREST regulations), and apart from any class of wholly dematerialised security, the directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.

 

35.2The provisions of these articles shall not apply to shares of any class which are in uncertificated form to the extent that such articles are inconsistent with:

 

35.2.1the holding of shares of that class in uncertificated form;

 

35.2.2the transfer of title to shares of that class by means of a relevant system; or

 

35.2.3any provision of the CREST regulations.

 

Transmission of shares

 

36Persons entitled on death

 

In case of the death of a member, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the company as having any title to his interest in the shares, but nothing in this article shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by him.

 

37Election by persons entitled by transmission

 

A person becoming entitled to a share in consequence of incapacity of a member may (subject as hereinafter provided), upon supplying to the company such evidence as the directors may reasonably require to show his title to the share, either be registered himself as holder of the share upon giving to the company notice to that effect or transfer such share to some other person. All the limitations, restrictions and provisions of these articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the notice or transfer were a transfer made by the member registered as the holder of any such share.

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38Refusal of registration on transmission

 

The directors may at any time give notice requiring any person becoming entitled by transmission to a share to elect either to be registered himself or to transfer the share. If the notice is not complied with within 60 days, and the shares are fully paid up, such person shall be deemed to have elected to be registered himself, whereupon he shall be entered in the register accordingly.

 

39Rights of persons entitled by transmission

 

Save as otherwise provided by or in accordance with these articles, a person becoming entitled to a share in consequence of the incapacity of a member (upon supplying to the company such evidence as the directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share, except that he shall not be entitled in respect thereof (except with the authority of the directors) to exercise any right conferred by membership in relation to shareholders’ meetings until he shall have been registered as a member in respect of the share.

 

Untraced shareholders

 

40Untraced shareholders

 

40.1The company shall be entitled to sell, at the best price reasonably obtainable at the time of the sale, the shares of a member or any person entitled to such shares by law, provided that:

 

40.1.1during the period 12 years prior to the sending of the notice referred to in article 40.1.2, at least three dividends in respect of such shares have become payable and no dividend in respect of those shares has been cashed or claimed during that period by the relevant member or person entitled to such shares by law;

 

40.1.2following the expiry of the 12 year period referred to in article 40.1.1, the company has sent a notice:

 

(i)in hard copy form to the last known physical address that the company has for the relevant member or person entitled to the relevant shares by law; or

 

(ii)in electronic form to the last known email address that the company has for the relevant member or person entitled to the relevant shares by law,

 

stating the company’s intention to sell the relevant shares. Before sending such notice, the company must have used reasonable efforts to trace the relevant member or person entitled to the relevant shares by law, engaging if the company considers appropriate (in its sole discretion) a professional asset reunification company; and

 

40.1.3during the three months following the company sending the notice referred to in article 40.1.2, the company has not received any communication from such member or person entitled to the relevant shares by law.

 

40.2The company can also sell, at the best price reasonably obtainable at the time of the sale under article 40.1, any additional shares in the company held by the same member or person entitled to the relevant shares by law that were issued by the company during the
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12 year period referred to in article 40.1.1, in respect of any share to which article 40.1 applies (or in respect of any share so issued), if the criteria in articles 40.1.2 and 40.1.3 are satisfied in relation to the additional shares (but as if the words “following the expiry of the 12 year period” were omitted from article 40.1.2), provided that no dividend on such additional shares has been cashed or claimed by the member or person entitled to the relevant shares by law.

 

40.3To give effect to any sale of shares under this article 40, the company may appoint any person to transfer those shares, and such transfer shall be as effective as if it had been carried out by the member or person entitled to the relevant shares by law, and the title of the transferee shall not be affected by any irregularity or invalidity in connection with the transfer relating thereto.

 

40.4The net proceeds from the sale of shares under this article 40 shall be forfeited by the relevant member or person entitled to the shares by law and shall belong to the company. The company shall not be liable in any respect, nor be required to account, to such member or person entitled to the relevant shares by law for the net proceeds of such sale. The company shall be entitled to use or invest the net proceeds of such sale for the company’s benefit in any manner that the directors may from time to time think fit.

 

40.5The company may cease to send any cheque, warrant, order or similar financial instrument by post or to employ any other means of payment (including using the facilities of a relevant system) for any dividend, instalment of interest or other amount owing to a member which is normally paid in that manner and also may cease to send or deliver any other documents to such member if:

 

40.5.1on two consecutive occasions cheques, warrants, orders or similar financial instruments shall have been returned undelivered during, or shall have remained uncashed or unclaimed at the end of, the period for which the same are valid, or any other means of payment shall have failed or other documents shall have been returned undelivered within three months of their being sent; or

 

40.5.2on any occasion a cheque, warrant, order or similar financial instrument shall have been returned undelivered during, or shall have remained uncashed or unclaimed at the end of, the period for which the same is valid or any other means of payment shall have failed or other documents shall have been returned undelivered within three months of their being sent, and reasonable enquiries shall have failed to establish any new address or account of the member.

 

The company shall recommence sending cheques, warrants, orders or similar financial instruments or employing such other means in respect of dividends, instalments of interest and other amounts which become due and shall also recommence sending or delivering other documents after the member requests such recommencement in writing.

 

General meetings

 

41Annual general meetings

 

An annual general meeting shall be held in each period of six months beginning with the day following the company’s accounting reference date, at such place (being in Edinburgh or at such other place in Scotland as the directors shall appoint), date and time as may be determined by the directors.

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42Convening of general meetings

 

The directors may whenever they think fit, and shall on requisition in accordance with the statutes, proceed to convene a general meeting.

 

Notice of general meetings

 

43Notice of general meetings

 

43.1An annual general meeting shall be called by notice of at least 21 days.

 

43.2Any other general meeting shall be called by notice of at least 14 days.

 

43.3The period of notice shall in either case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held, and shall be given to all members other than such as are not under the provisions of these articles entitled to receive such notices from the company.

 

43.4For the purposes of article 43.3 the company may determine that only those persons entered on the register at the close of business on a day determined by the company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.

 

44Contents of notice of general meetings

 

44.1Every notice calling a general meeting shall specify the place, date and time of the meeting.

 

44.2There shall appear with reasonable prominence in every such notice a statement that:

 

44.2.1a member is entitled to appoint a proxy or proxies to exercise all or any of his rights to attend and to speak and vote; and

 

44.2.2a proxy need not be a member of the company.

 

44.3The notice shall specify the general nature of the business to be transacted at the meeting; and if any resolution is to be proposed as a special resolution, the notice shall contain a statement to that effect.

 

44.4In the case of an annual general meeting, the notice shall also specify the meeting as such.

 

44.5For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, the company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting.

 

44.6If the directors consider that it is impractical, or undesirable, to hold a general meeting on the date or at the time or place stated in the notice of meeting, they may change the place of or postpone the meeting or do both. In such circumstances and if it is practical, the company shall announce the date, time and place of the adjourned meeting by advertisement in at least two United Kingdom national newspapers. It shall not be necessary to give notice of the adjourned meeting. The directors shall take all reasonable steps to ensure that a member trying to attend the meeting at the original date, time and
- 17 -

place is informed of the new arrangements. If a meeting is adjourned in this way, proxies may be lodged in accordance with the provisions of articles 64 and 65 until 48 hours before the adjourned meeting. The directors may also change the place of or postpone the adjourned meeting, or do both, under this article.

 

Proceedings at general meetings

 

45Chairman

 

The chairman of the directors, failing whom a deputy chairman, failing whom any director present and willing to act and, if more than one, chosen by the directors present at the meeting, shall preside as chairman at a general meeting. If no director is present within five minutes after the time appointed for holding the meeting and willing to act as chairman, a member may be elected to be the chairman by a resolution of the company passed at the meeting.

 

46Security and other arrangements at meetings

 

46.1The chairman of a meeting shall be entitled to take any action he considers appropriate for proper and orderly conduct before and during a general meeting.

 

46.2The directors shall be entitled to ask persons wanting to attend a general meeting to submit to searches or other security arrangements which the directors think are appropriate. Without limitation, the security arrangements may include the prohibition of any article or item (as determined by the directors) being permitted to be taken into the meeting. The directors may, in their discretion, refuse entry to, or remove from, a general meeting any person who does not submit to those searches or comply with those security arrangements. The directors’ powers and discretions under this article are delegated to the chairman of the board, but, if he is not present, to the proposed chairman of the meeting.

 

47Meeting in different places

 

47.1Subject to the statutes and these articles, every member may attend a general meeting in person or by proxy.

 

47.2The directors may make arrangements that they, in their discretion, think appropriate to:

 

47.2.1enable attendance at a place where a general meeting (or adjournment) is to be held; or

 

47.2.2regulate the number of people attending that meeting (or adjournment); and

 

47.2.3ensure the safety of people attending at that place,

 

and may change those arrangements at any time. The arrangements may include (without limitation) the issue of tickets or the use of a random method of selection.

 

47.3In the case of a general meeting to which these arrangements apply, the directors may, when specifying the place of the meeting, direct that the meeting shall be held at a place identified in the notice at which the chairman of the meeting will attend (the “principal meeting place”); and make arrangements for simultaneous attendance and participation (including by way of video link) at other places by members and proxies entitled to attend the meeting but excluded from it under this article or who want to attend at one of the other places. A member or proxy prevented from attending (or not wishing to attend) at the
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principal meeting place may attend and participate at another place. In the case of an annual general meeting, the principal meeting place shall be in Edinburgh or at such other place in Scotland as the directors shall appoint.

 

47.4The notice of meeting need not give details of any arrangements under this article.

 

47.5In these articles (unless the context requires otherwise), the members shall be treated as meeting in the principal meeting place.

 

47.6The directors’ powers and discretions under this article are delegated to the chairman at a general meeting.

 

47.7The directors shall be entitled to permit such legal and other advisers of the company as they shall think fit to attend and speak at any meeting of the company or any separate meeting of any class of shares in the capital of the company.

 

48Quorum

 

No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Three members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

 

49Lack of quorum

 

If within 15 minutes from the time appointed for a general meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine.

 

50Adjournment

 

50.1The chairman of a general meeting may adjourn the meeting, before or after it has started, if the chairman considers that:

 

50.1.1there is not enough room for the number of members and proxies who want to attend the meeting;

 

50.1.2the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or

 

50.1.3an adjournment is necessary for any other reason, so that the business of the meeting may be properly carried out.

 

The chairman may adjourn the meeting for any of these reasons to a date, time and place which the chairman may decide, or indefinitely, without the consent of the meeting to do this.

 

50.2Subject to the preceding article, the chairman of any general meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
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Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the directors.

 

51Notice of adjourned meeting

 

When a meeting is adjourned for 30 days or more or sine die, not less than seven days’ notice of the adjourned meeting shall be given by advertisement in two United Kingdom national newspapers.

 

Save as provided in these articles, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

52Amendments to resolutions

 

52.1The chairman may propose amendments to a special resolution if they are amendments to correct an obvious error in the resolution.

 

52.2No other amendments may be proposed to a special resolution.

 

52.3Amendments to an ordinary resolution which are within the scope of the resolution may be proposed at any time by the chairman but in the case of a member only if written notice of the proposed amendment is delivered to the office at least three clear business days (or such lesser period as the chairman in his absolute discretion may determine) before the day fixed for the meeting or adjourned meeting.

 

52.4If an amendment shall be proposed to any resolution under consideration, but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

 

Polls

 

53Demand for poll

 

53.1At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before a resolution is put to the vote on a show of hands, or on the declaration of the result of the show of hands) demanded by:

 

53.1.1the chairman of the meeting; or

 

53.1.2not less than five members present in person or by proxy and entitled to vote; or

 

53.1.3a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

 

53.1.4a member or members present in person or by proxy and holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

 

53.2A demand for a poll may be withdrawn, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is so withdrawn, the meeting shall continue as if the demand had not been made. If a
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demand for a poll is withdrawn, the chairman of the meeting or other persons entitled to do so may demand a poll.

 

53.3Only the chairman of the meeting may demand a poll on a question of adjournment.

 

53.4No poll shall be demanded on the election of a chairman of a meeting.

 

54Procedure on a poll

 

A poll shall be taken in such manner (including the use of ballot, electronic voting, voting papers or tickets) as the chairman of the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place, date and time fixed by him for the purpose of declaring the result of the poll.

 

55Voting on a poll

 

On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

 

56Timing of poll

 

56.1A poll demanded by the chairman on a question of adjournment under article 53.3 shall be taken forthwith.

 

56.2A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chairman may direct. No notice need be given of a poll not taken immediately.

 

56.3The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

 

Votes of members

 

57Votes attaching to shares

 

Subject to article 44.5 and to any special rights or restrictions as to voting attached by or in accordance with these articles to or the terms of issue of any class of shares, on a show of hands every member who is present in person and every proxy present who has been duly appointed by a member entitled to vote on the resolution shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder provided that the limited voting shares shall entitle the holders thereof to receive notice of and to attend and speak at all general meetings of the company, but shall not entitle the holders to vote, either in person or by proxy, at any general meeting of the company, unless the business of the meeting includes the consideration of a resolution for:

 

57.1the winding-up of the company; or

 

57.2any resolution varying, modifying or abrogating any of the rights or privileges attached to the limited voting shares,
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provided that the holders of limited voting shares shall only be entitled to vote in respect thereof on such of the resolutions included in the business of the meeting as are referred to above.

 

58Votes of joint holders

 

In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the share.

 

59Restriction on voting in particular circumstances

 

59.1No member shall, unless the directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a general meeting or to exercise any other right conferred by membership in relation to general meetings if any call or other sum presently payable by him to the company in respect of that share remains unpaid.

 

59.2If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) held by such member, has been duly served with a notice under section 793 of the Companies Act 2006 and is in default for a period of 14 days in supplying to the company the information thereby required, then (unless the directors otherwise determine) in respect of:

 

59.2.1the shares comprising the shareholding account in the register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the “default shares”, which expression shall include any further shares which are issued in respect of such shares); and

 

59.2.2any other shares held by the member,

 

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to article 59.3) be entitled to attend or vote either personally or by proxy at a general meeting or to exercise any other right conferred by membership in relation to general meetings.

 

59.3Where the default shares represent 0.25 per cent or more of the issued shares of the class in question (excluding any shares in the company held as treasury shares), the directors may in their absolute discretion by notice (a “direction notice”) to such member direct that:

 

59.3.1any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the company and the member shall not be entitled to elect to receive shares instead of dividend; and/or

 

59.3.2no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:

 

(i)the member is not himself in default as regards supplying the information required; and

 

(ii)the transfer is of part only of the member’s holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the directors to the effect that after due and careful enquiry
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the member is satisfied that none of the shares the subject of the transfer are default shares,

 

provided that, in the case of shares in uncertificated form, the directors may only exercise their discretion not to register a transfer if permitted to do so by the CREST regulations.

 

Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.

 

Upon the giving of a direction notice, its terms shall apply accordingly.

 

59.4The company shall send to each other person appearing to it to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the company to do so shall not invalidate such notice.

 

59.5Save as herein provided, any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the directors so determining (such determination to be made within a period of one week of the default being duly remedied with written notice thereof being given forthwith to the member).

 

59.6Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with article 59.3.2.

 

59.7For the purposes of this article:

 

59.7.1a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under section 793 and either:

 

(i)the member has named such person as being so interested; or

 

(ii)(after taking into account the response of the member to the notice and any other relevant information) the company knows or believes in good faith that the person in question is or may be so interested; and

 

59.7.2a transfer of shares is an “approved transfer” if:

 

(i)it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in section 974 of the Companies Act 2006); or

 

(ii)the directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the member or with any person appearing to be interested in such shares including any such sale made through a recognised investment exchange or through a stock exchange outside the United Kingdom on which the company’s shares are normally traded. For the purposes of this article 59.7.2 any associate (as that term is defined in section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
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59.8The provisions of this article are in addition and without prejudice to the provisions of the Companies Acts.

 

60Voting by guardian

 

Where a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any general meeting or to exercise any other right conferred by membership in relation to general meetings.

 

61Validity and result of vote

 

61.1No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

 

61.2Unless a poll is taken, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

 

Proxies and corporate representatives

 

62Appointment of proxies

 

62.1A member is entitled to appoint a proxy or (subject to article 67A) proxies to exercise all or any of his rights to attend and to speak and vote at a meeting of the company.

 

62.2A proxy need not be a member of the company.

 

63Multiple proxies

 

A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member.

 

64Form of proxy

 

64.1An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the directors may approve and:

 

64.1.1in the case of an individual, shall be signed or otherwise executed in accordance with the provisions of article 64.3 by the appointor or his attorney or authenticated in accordance with article 130; and

 

64.1.2in the case of a corporation, shall be executed:

 

(i)in accordance with the statutes and, as appropriate, its by-laws; or
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(ii)in the case of a corporation which is not incorporated in the United Kingdom, in accordance with the laws of the place of its incorporation and its by-laws; or

 

(iii)on its behalf by an attorney or an officer of the corporation or authenticated in accordance with article 130.

 

64.2Any signature on, authentication of or other execution on such instrument need not be witnessed. Where an instrument appointing a proxy is executed or authenticated in accordance with article 130 on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the company) be lodged with the instrument of proxy pursuant to article 65, failing which the instrument may be treated as invalid.

 

64.3In addition, the directors may determine that a proxy may be appointed by telephone, fax, electronic means or by means of a website, subject to such terms and conditions relating thereto as they may impose and to the statutes.

 

65Deposit of form of proxy

 

65.1The appointment of a proxy (together with any supporting documentation required under article 64) must be received at the address or one of the addresses (if any) specified for that purpose in, or by way of note to, or in any document accompanying, the notice convening the meeting (or if no address is so specified, at the transfer office):

 

65.1.1in the case of a meeting or adjourned meeting, not less than 48 hours before the commencement of the meeting or adjourned meeting to which it relates;

 

65.1.2in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and

 

65.1.3in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of the poll,

 

and in default shall not be treated as valid.

 

65.2The directors may at their discretion determine that, in calculating the periods mentioned in article 65.1, no account shall be taken of the whole of or any part of any day that is not a working day (within the meaning of section 1173 of the Companies Act 2006).

 

65.3The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates, but shall not be valid for any other meeting. An appointment relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.

 

65.4Up to, but no more than, two separate instruments appointing a proxy may be effective in respect of the same holding of shares entered on the register for the purposes of any one meeting of the company or of any class of members thereof, provided that:

 

65.4.1each instrument shall state the number of shares comprised in such holding to which the instrument relates; and
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65.4.2the aggregate number of shares comprised in such holding represented by both instruments shall not be greater than the total number of shares comprised in such holding.

 

65.5When two or more instruments of proxy are delivered in respect of the same share for use at the same meeting, such matters shall be taken into account for the purposes of determining the intention of the appointor as the chairman of the meeting shall consider to be appropriate, and his decision as to the validity of any such instrument of proxy shall be final and conclusive.

 

65.6Without limiting the foregoing, in relation to any shares in uncertificated form the directors may permit a proxy to be appointed by electronic means and/or by means of a website in the form of an uncertificated proxy instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the company as the directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such uncertificated proxy instruction to be made by a further uncertificated proxy instruction. The directors may in addition prescribe the method of determining the time at which any such instruction or notification is to be treated as received by the company. The directors may treat any such instruction or notification purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.

 

66Rights of proxy

 

66.1An instrument appointing a proxy shall be deemed to include the right to exercise all or any of the rights of his appointor, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he is appointed the proxy to attend, and to speak and vote, at a meeting of the company.

 

66.2Unless his appointment provides otherwise, a proxy may vote or abstain at his discretion on any resolution put to the vote at a shareholders’ meeting.

 

66.3Delivery of an instrument of proxy shall not preclude a member from attending and voting at the meeting or poll concerned.

 

67Termination of proxy’s authority

 

67.1Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity, revocation or termination shall have been received by the company in accordance with article 67.2.

 

67.2Any such notice of death, insanity, revocation or termination must be received at the address or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so specified, at the transfer office):
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67.2.1in the case of a meeting or adjourned meeting, not less than one hour before the commencement of the meeting or adjourned meeting to which the proxy appointment relates;

 

67.2.2in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than 48 hours after it was demanded, not less than one hour before the commencement of the meeting or adjourned meeting at which the poll was demanded; or

 

67.2.3in the case of a poll taken more than 48 hours after it was demanded, not less than one hour before the time appointed for the taking of the poll.

 

68Corporations acting by representatives

 

Subject to the statutes, any corporation which is a member of the company may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any general meeting.

 

Directors

 

69Number of directors

 

Subject as hereinafter provided, the directors shall not be less than seven. The company may by ordinary resolution from time to time vary the minimum number and/or maximum number of directors.

 

70Share qualification

 

A director shall not be required to hold any shares of the company by way of qualification. A director who is not a member of the company shall nevertheless be entitled to attend and speak at general meetings.

 

71Directors’ fees

 

71.1The ordinary remuneration of the directors (which shall be deemed to accrue from day to day) shall be determined by the directors except that such remuneration shall not exceed £1,000,000 per annum in aggregate or such higher amount as may from time to time be determined by ordinary resolution.

 

71.2Such ordinary remuneration shall (unless otherwise provided by ordinary resolution) be divisible among the directors as they may agree, or, failing agreement, equally, except that any director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which such director has held office.

 

72Additional remuneration of directors

 

Any director who holds any executive office (including for this purpose the office of chairman or deputy chairman whether or not such office is held in an executive capacity), or who serves on any committee of the directors, or who otherwise performs services which in the opinion of the directors are outside the scope of the ordinary duties of a director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the directors may determine in their discretion. Such

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extra remuneration or other benefits shall be in addition to, or in substitution for, any or all of a director’s entitlement to ordinary remuneration under article 71.

 

73Directors’ expenses, pension and other benefits

 

73.1The directors may repay to any director all such reasonable expenses as he may incur in attending and returning from meetings of the directors or of any committee of the directors or general meetings or otherwise in connection with the business of the company.

 

73.2The directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any director or ex-director, and for the purpose of providing any such gratuities, pensions or other benefits to contribute to any scheme or fund or to pay premiums.

 

74Appointment and retirement of directors

 

74.1The directors may from time to time appoint any other person to be a director, either to fill a casual vacancy or as an additional director.

 

74.2Any director appointed under this article shall hold office only until the annual general meeting following next after his appointment, when he shall retire but shall be eligible for election as a director at that meeting, and shall act as a director throughout the meeting.

 

75Appointment of executive directors

 

The directors may from time to time appoint one or more of their body to be the holder of any executive office on such terms and for such period as they may (subject to the provisions of the statutes) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.

 

76Powers of executive directors

 

The directors may entrust to and confer upon any director holding any executive office any of the powers exercisable by them upon such terms and conditions (including the power to sub-delegate) and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

 

Appointment and retirement of directors generally

 

77Retirement at annual general meetings

 

Each director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected.

 

78Re-election of retiring director

 

78.1The company at the meeting at which a director retires under any provision of these articles may by ordinary resolution fill the office being vacated by electing thereto the retiring director or some other person eligible for election.
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78.2The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring director or a resolution for his re-election is put to the meeting and lost. Accordingly, a retiring director who is re-elected or deemed to have been re-elected will continue in office without a break.

 

79Election of two or more directors

 

A resolution for the election of two or more persons as directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it, and any resolution moved in contravention of this provision shall be void.

 

80Nomination of director for election

 

80.1No person shall be eligible for election as a director at any general meeting unless he is a director retiring at the meeting pursuant to article 77; or is recommended by the directors for election; or not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the office notice in writing signed or authenticated in accordance with article 130 by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed or authenticated in accordance with article 130 by the person to be proposed of his willingness to be elected.

 

80.2The company shall be under no duty to give to its members notice of an intention to propose a person as director pursuant to a notice given in accordance with this article.

 

81Election or appointment of additional director

 

The company may by ordinary resolution elect any person eligible for election to be a director, either to fill a casual vacancy or as an additional director, but the total number of directors shall not thereby exceed the maximum number (if any) fixed by or in accordance with these articles.

 

82Vacation of office

 

The office of a director shall be vacated in any of the following events:

 

82.1if he shall become prohibited by law from acting as a director;

 

82.2if he shall resign by writing left at the office or by delivery to the chairman or any deputy chairman or the secretary or if he shall in writing offer to resign and the directors shall resolve to accept such offer;

 

82.3if he shall have a bankruptcy order made against him or shall compound with his creditors generally or shall apply to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that act or any similar order or process under the laws of any relevant jurisdiction;

 

82.4if an order shall be made by any court claiming jurisdiction on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;
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82.5if he shall be absent from meetings of the directors for six months without leave and the directors shall resolve that his office be vacated; or

 

82.6if a notice in writing is served upon him personally or at the address registered with the company in accordance with the Companies Act 2006 or at his residential address provided to the company, signed by not less than three-quarters of the directors for the time being to the effect that his office as director shall on receipt (or deemed receipt) of such notice be vacated. The signatures need not be on a single document and, for the avoidance of doubt, fax signatures shall be valid for the purposes hereof.

 

83Removal of director

 

The company may, in accordance with and subject to the provisions of the statutes by ordinary resolution of which special notice has been given, remove any director from office (notwithstanding any provision of these articles or of any agreement between the company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement).

 

Meetings and proceedings of directors

 

84Convening of meetings of directors

 

Subject to the provisions of these articles, the directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any director may, and the secretary at the request of a director shall, summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from the United Kingdom. A notice calling the meeting of the directors may be given to a director by telephone or by notice in writing (in the case of a written notice, delivered to him in person or sent to him at his last known address, or such other address, if any, as may for the time being be notified by him or on his behalf to the company for that purpose), and each director shall, on appointment, be taken to have agreed to the giving of notices in any such manner. Any director may waive notice of any meeting and any such waiver may be retroactive.

 

85Quorum

 

Subject to article 89, the quorum necessary for the transaction of business of the directors may be fixed from time to time by the directors and unless so fixed at any other number shall be four. A meeting of the directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the directors.

 

86Video conference and telephone meetings

 

86.1The directors, and any committee of the directors, may meet by way of a video conference or conference telephone or similar equipment designed to allow everybody to take part in the meeting; or by way of a series of video conferences or telephone calls from the chairman of the meeting. Participation in this way shall be treated as being present at the meeting.

 

86.2A meeting which takes place by a series of video conference calls or telephone calls from the chairman shall be treated as taking place where the chairman is. In other cases,
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meetings shall be treated as taking place where the largest group of the participants are or, if there is no such group, where the chairman is.

 

87Chairman

 

87.1The directors may elect from their number a chairman and a deputy chairman (or two or more deputy chairmen) and determine the period for which each is to hold office. If no chairman or deputy chairman shall have been appointed or if at any meeting of the directors no chairman or deputy chairman shall be present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

 

87.2If at any time there is more than one deputy chairman, the right in the absence of the chairman to preside at a meeting of the directors or of the company shall be determined as between the deputy chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the directors.

 

88Casting vote

 

Questions arising at any meeting of the directors shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

 

89Number of directors below minimum

 

The continuing directors may act notwithstanding any vacancies, but if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles the continuing directors or director may act for the purpose of filling such vacancies or of summoning general meetings, but not for any other purpose. If there be no directors or director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

 

90Directors’ written resolutions

 

90.1A directors’ written resolution is adopted when all the directors entitled to vote on such resolution have:

 

90.1.1signed one or more copies of it, or

 

90.1.2otherwise indicated their agreement to it in writing.

 

90.2A directors’ written resolution is not adopted if the number of directors who have signed it is less than the quorum for directors’ meetings.

 

90.3Once a directors’ written resolution has been adopted, it must be treated as if it had been a resolution passed at a directors’ meeting in accordance with the articles.

 

91Validity of proceedings

 

All acts done by any meeting of directors, or of any committee or sub-committee of the directors, or by any person acting as a member of any such committee or sub-committee, shall as regards all persons dealing in good faith with the company, notwithstanding that there was some defect in the appointment of any director or any of the persons acting as aforesaid, or that any such persons were disqualified or had vacated office, or were not

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entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or member of the committee or sub-committee and had been entitled to vote.

 

Directors’ interests

 

92Authorisation of directors’ interests

 

92.1For the purposes of section 175 of the Companies Act 2006, the directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under that section to avoid a situation in which he has, or can have, a direct or indirect interest2 that conflicts, or possibly may conflict, with the interests of the company.

 

92.2Authorisation of a matter under this article shall be effective only if:

 

92.2.1the matter in question shall have been proposed in writing for consideration at a meeting of the directors, in accordance with the board’s normal procedures or in such other manner as the directors may determine;

 

92.2.2any requirement as to the quorum at the meeting of the directors at which the matter is considered is met without counting the director in question and any other interested director (together the “interested directors”); and

 

92.2.3the matter was agreed to without the interested directors voting or would have been agreed to if the votes of the interested directors had not been counted.

 

92.3Any authorisation of a matter under this article shall extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.

 

92.4Any authorisation of a matter under this article shall be subject to such conditions or limitations as the directors may determine, whether at the time such authorisation is given or subsequently, and may be terminated by the directors at any time. A director shall comply with any obligations imposed on him by the directors pursuant to any such authorisation.

 

92.5A director shall not, save as otherwise agreed by him, be accountable to the company for any benefit which he (or a person connected with him) derives from any matter authorised by the directors under this article and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

 

93Directors may have interests

 

93.1Subject to compliance with article 93.2, a director, notwithstanding his office, may have an interest of the following kind:

 

93.1.1where a director (or a person connected with him) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any relevant company;

 

 
2Neither the duty in s.175(1), nor the authorisation procedure under s.175(5), applies to a conflict of interest arising in relation to a transaction or arrangement with the company. The disclosure and approval provisions of articles 93 and 94 are intended to deal with such conflicts.
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93.1.2where a director (or a person connected with him) is a party to, or otherwise interested in, any contract, transaction or arrangement with a relevant company, or in which the company is otherwise interested;

 

93.1.3where the director (or a person connected with him) acts (or any firm of which he is a partner, employee or member acts) in a professional capacity for any relevant company (other than as auditor) whether or not he or it is remunerated therefor;

 

93.1.4an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

 

93.1.5an interest, or a transaction or arrangement giving rise to an interest, of which the director is not aware;

 

93.1.6any matter authorised under article 92.1; or

 

93.1.7any other interest authorised by shareholder resolution.

 

No authorisation under article 92 shall be necessary in respect of any such interest.

 

93.2The director shall declare the nature and extent of any interest permitted under article 93.1, and not falling within article 93.3, at a meeting of the directors or in the manner set out in section 184 or 185 of the Companies Act 2006.

 

93.3No declaration of an interest shall be required by a director in relation to an interest:

 

93.3.1falling within articles 93.1.4, 93.1.5 or 93.1.6;

 

93.3.2if, or to the extent that, the other directors are already aware of such interest (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); or

 

93.3.3if, or to the extent that, it concerns the terms of his service contract (as defined in section 227 of the Companies Act 2006) that have been or are to be considered by a meeting of the directors, or by a committee of directors appointed for the purpose under these articles.

 

93.4A director shall not, save as otherwise agreed by him, be accountable to the company for any benefit which he (or a person connected with him) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any relevant company or for such remuneration, each as referred to in article 93.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

 

93.5For the purposes of this article, “relevant company” shall mean:

 

93.5.1the company;

 

93.5.2a subsidiary undertaking of the company;

 

93.5.3any holding company of the company or a subsidiary undertaking of any such holding company;

 

93.5.4any body corporate promoted by the company; or

 

93.5.5any body corporate in which the company is otherwise interested.
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94Restrictions on quorum and voting

 

94.1Save as provided in this article, and whether or not the interest is one which is authorised pursuant to article 92 or permitted under article 93, a director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which he (or a person connected with him) is interested. Any vote of a director in respect of a matter where he is not entitled to vote shall be disregarded.

 

94.2A director shall not be counted in the quorum for a meeting of the directors in relation to any resolution on which he is not entitled to vote.

 

94.3Subject to the provisions of the statutes, a director shall be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:

 

94.3.1in which he has an interest of which he is not aware;

 

94.3.2in which he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

 

94.3.3in which he has an interest only by virtue of interests in shares, debentures or other securities of the company, or by reason of any other interest in or through the company;

 

94.3.4which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of the company or any of its subsidiary undertakings; or (ii) a debt or other obligation of the company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

 

94.3.5concerning an offer of shares or debentures or other securities of or by the company or any of its subsidiary undertakings (i) in which offer he is or may be entitled to participate as a holder of securities; or (ii) in the underwriting or sub-underwriting of which he is to participate;

 

94.3.6concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that he (together with persons connected with him) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;

 

94.3.7relating to an arrangement for the benefit of the employees or former employees of the company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;

 

94.3.8concerning the purchase or maintenance by the company of insurance for any liability for the benefit of directors or for the benefit of persons who include directors;

 

94.3.9concerning the giving of indemnities in favour of directors;

 

94.3.10concerning the funding of expenditure by any director or directors on (i) defending criminal, civil or regulatory proceedings or actions against him or them, (ii) in
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connection with an application to the court for relief, or (iii) defending him or them in any regulatory investigations;

 

94.3.11doing anything to enable any director or directors to avoid incurring expenditure as described in article 94.3.10; and

 

94.3.12in respect of which his interest, or the interest of directors generally, has been authorised by ordinary resolution.

 

94.4Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with the company (or any body corporate in which the company is interested), the proposals may be divided and considered in relation to each director separately. In such case, each of the directors concerned (if not debarred from voting under article 94.3.6) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning his own appointment or the fixing or variation of the terms thereof.

 

94.5If a question arises at any time as to whether any interest of a director prevents him from voting, or being counted in the quorum, under this article, and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive, except in a case where the nature or extent of the interest of such director (so far as is known to him) has not been fairly disclosed. If any such question shall arise in respect of the chairman of the meeting, the question shall be decided by resolution of the directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the directors.

 

95Confidential information

 

95.1Subject to article 95.2, if a director, otherwise than by virtue of his position as director, receives information in respect of which he owes a duty of confidentiality to a person other than the company, he shall not be required:

 

95.1.1to disclose such information to the company or to the directors, or to any director, officer or employee of the company; or

 

95.1.2otherwise to use or apply such confidential information for the purpose of or in connection with the performance of his duties as a director.

 

95.2Where such duty of confidentiality arises out of a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company, article 95.1 shall apply only if the conflict arises out of a matter which has been authorised under article 92 above or falls within article 93 above.

 

95.3This article is without prejudice to any equitable principle or rule of law which may excuse or release the director from disclosing information, in circumstances where disclosure may otherwise be required under this article.

 

96Directors’ interests – general

 

96.1For the purposes of articles 92 to 96:
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96.1.1an interest of a person who is connected with a director shall be treated as an interest of the director; and

 

96.1.2section 252 of the Companies Act 2006 shall determine whether a person is connected with a director.

 

96.2Where a director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the director may, and shall if so requested by the directors, take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the directors for the purpose of or in connection with the situation or matter in question, including without limitation:

 

96.2.1absenting himself from any meetings of the directors at which the relevant situation or matter falls to be considered; and

 

96.2.2not reviewing documents or information made available to the directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him to have access to such documents or information.

 

96.3The company may by ordinary resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorised by reason of a contravention of any provisions of articles 92 to 96.

 

Committees of the directors

 

97Appointment and constitution of committees

 

97.1The directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the directors) to committees.

 

97.2Any such committee shall, unless the directors otherwise resolve, have power to sub-delegate to sub-committees or to any person any of the powers or discretions delegated to it. Any such committee or sub-committee shall consist of one or more directors only. Insofar as any such power or discretion is delegated to a committee or sub-committee, any reference in these articles to the exercise by the directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee.

 

97.3Any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the directors.

 

98Proceedings of committee meetings

 

The meetings and proceedings of any such committee or sub-committee consisting of two or more persons shall be governed, with such changes as are appropriate, by the

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provisions of these articles regulating the meetings and proceedings of the directors, so far as the same are not superseded by any regulations made by the directors under article 97.

 

Powers of directors

 

99General powers

 

The business and affairs of the company shall be managed by the directors, who may exercise all such powers of the company as are not by the statutes or by these articles required to be exercised by the company in general meeting, subject to these articles, to the provisions of the statutes and to such regulations as may be prescribed by special resolution of the company, but no regulation so made by the company shall invalidate any prior act of the directors which would have been valid if such regulation had not been made. The general powers given by this article shall not be limited or restricted by any special authority or power given to the directors by any other article.

 

100Local boards

 

The directors may establish any local boards or agencies for managing any of the affairs of the company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the directors, with power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the directors may think fit, and the directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

 

101Appointment of attorney

 

The directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit. The directors may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

 

102Signature on cheques etc.

 

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.

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Secretary

 

103Secretary

 

The secretary shall be appointed by the directors on such terms and for such period as they may think fit. Any secretary so appointed may at any time be removed from office by the directors, but without prejudice to any claim for damages for breach of any contract of service between him and the company. If thought fit, two or more persons may be appointed as joint secretaries. In the absence of the secretary or during such times as the position is vacant, a person or persons appointed or acting as deputy secretary or assistant secretary may perform all of the duties required under these articles and the statutes.

 

The seal

 

104The seal

 

104.1The directors shall provide for the safe custody of the seal and any securities seal. The securities seal shall be used only for sealing securities issued by the company and documents creating or evidencing securities so issued.

 

104.2Every instrument to which the seal or the securities seal shall be affixed (other than a certificate for or evidencing shares issued by the company, or debentures or other securities (including options) issued by the company in respect of which the provisions of article 11 shall also apply) shall be signed autographically by:

 

104.2.1one director and the secretary; or

 

104.2.2one director in the presence of a witness; or

 

104.2.32 directors; or

 

104.2.4any person or persons authorised by a resolution of the directors or of a committee duly authorised in that behalf,

 

in favour of any purchaser or person dealing in good faith with the company, such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

 

104.3Subject to the statutes, the company may dispense with the use of a seal, either generally or in respect of any particular category of document, at the discretion of the directors. Whether or not use of a seal has been so dispensed with, a document signed in accordance with article 104.2 and expressed (in whatever form of words) to be executed by the company as a deed shall have the same effect as if executed under seal. Any document so executed by the company which makes it clear that it is intended to operate as a deed shall have effect upon delivery as a deed.

 

104.4The company may exercise the powers conferred by the statutes with regard to having an official seal for use abroad and such powers shall be vested in the directors.
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Authentication of documents

 

105Authentication of documents

 

105.1Any director or the secretary or any person appointed by the directors for the purpose shall have power to authenticate any document affecting the constitution of the company and any resolution passed at a general meeting or at a meeting of the directors or any committee, and any book, record, document or account relating to the business of the company, and to certify copies thereof or extracts therefrom as true copies or extracts. Where any book, record, document or account is elsewhere than at the office, the local manager or other officer of the company having the custody thereof shall be deemed to be a person appointed by the directors as aforesaid.

 

105.2A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

 

Reserves

 

106Establishment of reserves

 

The directors may from time to time set aside out of the profits of the company and carry to reserve such sums as they think proper which, at the discretion of the directors, shall be applicable for any purpose to which the profits of the company may properly be applied, and pending such application may either be employed in the business of the company or be invested. The directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the directors shall comply with the provisions of the statutes.

 

107Business bought as from past date

 

Subject to the provisions of the statutes, where any asset, business or property is bought by the company as from a past date, the profits and losses thereof as from such date may at the discretion of the directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

 

Dividends

 

108Dividends

 

The company may by ordinary resolution declare dividends but no such dividend shall exceed the amount recommended by the directors.

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109Fixed, interim and other dividends

 

If and so far as in the opinion of the directors the profits of the company justify such payments, the directors:

 

109.1may pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof; and

 

109.2may also from time to time pay dividends (interim or otherwise) on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

 

Provided the directors act in good faith, they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or equally with those shares, of any such fixed, interim or other dividend as aforesaid.

 

110Distribution in specie

 

The company may upon the recommendation of the directors by ordinary resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

 

111Ranking of shares for dividend

 

111.1Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purposes of this article, no amount paid on a share in advance of calls shall be treated as paid on the share.

 

111.2The limited voting shares shall not confer any right upon the holders thereof to participate in any distribution of the profits of the company by way of dividend but for the purposes of article 119 and of any other provision contained in these articles, the limited voting shares shall be deemed to confer rights and interests in the profits equally with the holders of ordinary shares according to the amounts paid up on such limited voting shares and ordinary shares respectively, otherwise than in advance of calls.

 

112Manner of payment of dividends and other moneys

 

112.1Subject to article 112.2, any dividend or other moneys payable on or in respect of a share shall be paid to the member as at the relevant record date or to such other person as the member may in writing direct. Such dividend or other moneys may be paid:

 

112.1.1by cheque, warrant, order or similar financial instrument sent by post to and payable to or to the order of the member;
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112.1.2by inter-bank transfer or other electronic means direct to such account as the member shall in writing (or by means of such other authorisation as the directors may determine) direct;

 

112.1.3using the facilities of a relevant system; or

 

112.1.4by such other method of payment as the member may agree to.

 

Every such cheque, warrant or order shall be sent at the risk of the person or persons entitled to the money represented thereby, and payment of a cheque, warrant or order by the banker upon whom it is drawn, and any transfer or payment within article 112.1.2, 112.1.3 or 112.1.4, shall be a good discharge to the company.

 

112.2For the purposes of this article 112, where a share is held by joint holders:

 

112.2.1in the case of instructions to pay a person other than the joint holders, any such instructions shall require the written signature or other authorisation as the directors may determine of all such joint holders; but

 

112.2.2otherwise, all payments shall be made to all such joint holders (any cheque, warrant or order being drawn in favour of all such joint holders and sent to the person first named in the register).

 

112.3Subject to the provisions of these articles and to the rights attaching to any shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency or currencies as the directors may determine, using such exchange rate or rates for currency conversions as the directors may select.

 

113Joint holders

 

If two or more persons are registered as joint holders of or entitled jointly to any share, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.

 

114No interest on dividends

 

No dividend or other moneys payable on or in respect of a share shall bear interest as against the company.

 

115Retention of dividends

 

The directors may:

 

115.1deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently payable by him to the company on account of calls or otherwise in relation to shares of the company;

 

115.2deduct from any dividend or other moneys payable to any member on or in respect of a share any taxes charges imposts penalties or statutory or regulatory fines or levies imposed on the company by virtue of that member’s status under the securities laws or other laws in any jurisdiction; and

 

115.3 retain the dividends payable upon shares in respect of which any person is under articles 36 to 39 inclusive entitled to become a member, or which any person is under those
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provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

 

116Unclaimed dividends and other moneys

 

116.1Subject to articles 116.2 and 116.3, where any dividends or other moneys payable to a member or person entitled by law to such dividends or other moneys have not been cashed or claimed by such member or person entitled by law to such dividends or other moneys, the company can invest such dividends or other moneys or use them in any other manner for the company’s benefit until they are cashed or claimed by the relevant member or person entitled by law to such dividends or other moneys. The company shall not be a trustee of such dividends or other moneys and shall not be liable to pay interest on such dividends or other moneys.

 

116.2Any dividends or other moneys payable to a member or person entitled by law to such dividends or other moneys that have not been cashed or claimed by such member or person entitled by law to such dividends or other moneys after a period of 12 years from the date on which such dividend was declared or such other moneys became due for payment shall be forfeited and shall revert to the company. The company shall not be liable in any respect, nor be required to account, to the relevant member or person entitled by law to such dividends or other moneys and the company shall be entitled to use such dividends or other moneys for the company’s benefit in any manner that the directors may from time to time think fit.

 

116.3If the company sells shares in accordance with article 40, any dividend or other moneys that have not been cashed or claimed by a member or person entitled by law to such dividends or other moneys shall revert to the company when such shares are sold. The company shall be entitled to use such uncashed or unclaimed dividends or other moneys for the company’s benefit in any manner that the directors may from time to time think fit.

 

117Waiver of dividend

 

The waiver in whole or in part (in excess of 0.1p per share) of any dividend on any share by any document (whether or not executed as a deed) shall be effective only if such document is signed or authenticated in accordance with article 130 by the shareholder or, in the case of joint shareholders, all of them and delivered to the company and if or to the extent that the same is accepted as such or acted upon by the company.

 

118Share alternative

 

118.1Subject as hereinafter provided, the directors may, in writing, offer to ordinary shareholders the right to receive, instead of dividend (or part thereof), an allotment of new ordinary shares credited as fully paid.

 

118.2The directors shall not make such an offer unless so authorised by an ordinary resolution passed at any general meeting, which authority may extend to dividends declared or paid prior to the fifth following annual general meeting, but no further.

 

118.3The directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked; or may allow shareholders to make an election in either form.
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118.4The basis of allotment on each occasion shall be determined by the directors so that, as nearly as may be considered convenient, the value of the ordinary shares to be allotted instead of any amount of dividend shall equal such amount. For such purpose, the value of an ordinary share shall be the average of the middle market quotations of an ordinary share on the London stock exchange, as derived from the daily official list, on each of the first five business days on which the ordinary shares are quoted “ex” the relevant dividend.

 

118.5If the directors determine to offer such right of election on any occasion, they shall give notice to the ordinary shareholders of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right. There shall be no need to give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive ordinary shares instead of all future dividends, but the directors shall send him a reminder that he has made such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid.

 

118.6On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on ordinary shares in respect whereof the share election has been duly exercised and has not been revoked (the “elected ordinary shares”), and instead thereof additional shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as aforesaid. For such purpose, the directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the directors may determine, a sum equal to the aggregate nominal amount of additional ordinary shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of new ordinary shares for allotment and distribution to and amongst the holders of the elected ordinary shares on such basis.

 

118.7The additional ordinary shares so allotted on any occasion shall rank equally in all respects with the fully-paid ordinary shares in issue, on the record date for the relevant dividend, save only as regards participation in the relevant dividend.

 

118.8Article 119 shall apply with such changes as are appropriate to any capitalisation made pursuant to this article.

 

118.9No fraction of an ordinary share shall be allotted. The directors may make such provision as they think fit for any fractional entitlements including, without limitation, provision whereby, in whole or in part:

 

118.9.1the benefit thereof accrues to the company; and/or

 

118.9.2fractional entitlements are accrued and/or retained, and in either case accumulated, on behalf of any ordinary shareholder.

 

118.10The directors may on any occasion determine that rights of election shall not be made available to any ordinary shareholders with registered addresses in any territory where the directors have not been assured to their satisfaction that, in the absence of a registration statement or other special formalities, the circulation of an offer of rights of election would be lawful, or where the directors consider that circulation would be impractical in view of legal, regulatory or practical problems applicable in any such territory, and in such event the provisions aforesaid shall be read and construed subject to such determination.

 

118.11In relation to any particular proposed dividend, the directors may in their absolute discretion decide:
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118.11.1that ordinary shareholders shall not be entitled to make any election in respect thereof and that any election previously made shall not extend to such dividend; or

 

118.11.2at any time prior to the allotment of the ordinary shares which would otherwise be allotted instead thereof, that all elections to take shares instead of such dividend shall be treated as not applying to that dividend,

 

and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

 

Capitalisation of profits and reserves

 

119Capitalisation of profits and reserves

 

119.1The directors may, with the sanction of an ordinary resolution of the company, capitalise any sum standing to the credit of any of the company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of its profit and loss account.

 

119.2Such capitalisation shall be effected by appropriating such sum to the holders of limited voting shares and ordinary shares on the register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of limited voting shares and ordinary shares (pro rata to the amount paid up thereon) and applying such sum on their behalf:

 

119.2.1in paying up in full new limited voting shares and ordinary shares respectively (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class) for allotment and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid;

 

119.2.2in or towards paying up amounts for the time being unpaid on any shares held by such holders (otherwise than by application of any sum standing to the credit of share premium account, capital reserve or other undistributable reserve); or

 

119.2.3subject as provided in article 119.2.2, partly in one way and partly in another.

 

119.3The directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the company rather than to the members concerned). The directors may authorise any person to enter on behalf of all the members interested into an agreement with the company providing for any such capitalisation and matters incidental thereto, and any agreement made under such authority shall be effective and binding on all concerned.

 

Accounts

 

120Accounting records

 

Accounting records sufficient to show and explain the company’s transactions and otherwise complying with the statutes shall be kept at the office, or at such other place as the directors think fit, and shall always be open to inspection by the officers of the

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company. Subject as aforesaid, no member of the company or other person shall have any right of inspecting any account or book or document of the company except as conferred by statute or ordered by a court or authorised by the directors.

 

121Copies of accounts for members

 

121.1Subject as provided in article 121.2, a copy of the company’s annual accounts and report which are to be laid before a general meeting of the company (including every document required by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of the company and to every other person who is entitled to receive notices of meetings from the company under the provisions of the statutes or of these articles.

 

121.2Article 121.1 shall not require a copy of these documents to be sent to:

 

121.2.1any member to whom a summary financial statement is sent in accordance with the statutes;

 

121.2.2more than one of joint holders; or

 

121.2.3any person of whose address the company is not aware,

 

but any member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the office.

 

Auditors

 

122Validity of auditor’s acts

 

Subject to the provisions of the statutes, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

 

123Auditor’s right to attend general meetings

 

An auditor shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any member is entitled to receive, and to be heard at any general meeting on any part of the business of the meeting which concerns him as auditor.

 

Communication with members

 

124Service of documents and information

 

124.1The company may, subject to and in accordance with the Companies Act 2006 and these articles, send or supply all types of documents or information to members by electronic means, and/or by making such documents or information available on a website.

 

124.2The company communication provisions have effect for the purposes of any provision of the statutes or these articles that authorises or requires documents to be sent or supplied by or to the company.
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124.3Any document or information (including a share certificate) which is sent or supplied by the company in hard copy form or in electronic form but to be delivered other than by electronic means and/or by means of a website and which is sent by pre-paid post and properly addressed shall be deemed to have been received by the intended recipient at the expiration of:

 

124.3.124 hours where first class post is employed;

 

124.3.248 hours where second class post is employed; or

 

124.3.37 days where any other form of post is employed,

 

in each case after the time it was posted, and in proving such receipt it shall be sufficient to show that such document or information was properly addressed, pre-paid and posted.

 

124.4Any document or information (other than a share certificate) which is sent or supplied by the company by electronic means shall be deemed to have been received by the intended recipient:

 

124.4.1where the document or information is sent or supplied by fax, at the time it was sent or supplied; or

 

124.4.2where the document or information is sent or supplied by any other electronic means, 48 hours after the time it was sent or supplied,

 

and in proving such receipt it shall be sufficient to show that such document or information was properly addressed.

 

124.5Any document or information which is sent or supplied by the company by means of a website shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

 

124.6The accidental failure to send, or the non-receipt by any person entitled to, any document relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.

 

124.7The provisions of this article shall have effect in place of the company communications provisions relating to deemed delivery of documents or information by the company.

 

125Service of notices

 

Any notice to be given to or by any person pursuant to these articles shall be in writing or made available on the company’s website or other website authorised by the company, except that notice calling the meeting of the directors may be given as provided for in article 84.

 

126Joint holders

 

126.1Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the register in respect of the share.
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126.2Any document or information which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the register in respect of the share, to the exclusion of the other joint holders.

 

126.3The provisions of this article shall have effect in place of the company communications provisions regarding joint holders of shares.

 

127Incapacitated members

 

127.1A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the company:

 

127.1.1such evidence as the directors may reasonably require to show his title to the share; and

 

127.1.2an address at which notices may be sent or supplied to such person,

 

whereupon he shall be entitled to have sent or supplied to him at such address any document to which the said member would have been entitled. Any document so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested (whether jointly with or as claiming through or under him) in the share.

 

127.2Save as provided by article 127.1, any document or information sent or supplied to the address of any member pursuant to these articles shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the company has notice of his death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder.

 

127.3The provisions of this article shall have effect in place of the company communications provisions regarding the death or bankruptcy of a holder of shares in the company.

 

128Overseas members

 

Subject to the statutes, a member who (having no registered address within the United Kingdom) has not supplied to the company an address within the United Kingdom for the service of documents shall not be entitled to receive documents from the company other than cheques, warrants, orders or similar financial instruments in respect of dividends, instalments of interest and other amounts payable.

 

129Suspension of postal services

 

129.1If at any time, by reason of the suspension, restriction or curtailment of postal services within the United Kingdom, the company is unable to distribute the accounts of the company or give notice by post in hard copy form of a general meeting, such notice shall be deemed to have been given to all members entitled to receive such notice in hard copy form if such notice is advertised in at least two national newspapers and such notice shall be deemed to have been given on the day when the advertisement appears (or first appears). In any such case, the company may still, where applicable, serve notice by electronic means and/or by making such notice available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof.

 

129.2The company shall at all times between the date of publication of such advertisement and the meeting to which it relates make any relevant documents, available for collection and
- 47 -

inspection during normal business hours at the office and the head office of the company and also at such places in Edinburgh and the City of London as shall be stated in such advertisement.

 

130Signing or authentication of documents sent by electronic means

 

Where these articles require a document to be signed or authenticated by a member or other person then any document sent or supplied in electronic form is sufficiently authenticated in any manner authorised by the company communications provisions or in such other manner approved by the directors. The directors may designate mechanisms for validating any such document, and any such document not so validated by use of such mechanisms shall be deemed not to have been received by the company.

 

131Statutory provisions as to notices

 

Nothing in any of articles 124 to 130 inclusive shall affect any provision of these articles or the statutes that require or permit any particular notice or other document to be sent or supplied in any particular manner.

 

Winding up

 

132Directors’ power to petition

 

The directors shall have power in the name and on behalf of the company to present a petition to the court for the company to be wound up.

 

133Return of capital and winding up

 

133.1On a return of capital, whether in a winding up or a reduction of capital or otherwise:

 

133.1.1the ordinary shares and the limited voting shares shall rank equally in all respects; and

 

133.1.2the preference shares will be entitled to the rights attached to them on issue.

 

133.2If the company shall be wound up (whether the liquidation is voluntary, under supervision, or by the court), the liquidator may, with the authority of a shareholder resolution, divide among the members in specie or kind the whole or any part of the assets of the company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds. The liquidator may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator with the like authority shall think fit, and the liquidation of the company may be closed and the company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
- 48 -

Destruction of documents

 

134Destruction of documents

 

Subject to compliance with the rules (as defined in the CREST regulations) applicable to shares of the company in uncertificated form, the company shall be entitled to destroy:

 

134.1all instruments of transfer or other documents which have been registered or on the basis of which registration was made, at any time after the expiry of six years from the date of registration thereof;

 

134.2all dividend mandates and notifications of change of address including forms or other documents created after notification by telephone, fax or electronic means and/or by means of a website, at any time after the expiry of two years from the date of recording thereof; and

 

134.3all share certificates which have been cancelled, at any time after the expiry of one year from the date of the cancellation thereof.

 

134.4For the purposes of articles 134.1 to 134.3, it shall conclusively be presumed in favour of the company that:

 

134.4.1every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;

 

134.4.2every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

 

134.4.3every share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and

 

134.4.4every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the company, provided that:

 

(i)all such provisions shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

 

(ii)nothing herein contained shall be construed as imposing upon the company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the company in the absence of this article;

 

(iii)any document referred to above may, subject to the statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period; and

 

(iv)references herein to the destruction of any document include references to the disposal thereof in any manner.
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Directors’ liabilities

 

135Indemnity

 

135.1Subject to the provisions of, and so far as may be permitted by and consistent with, the statutes, any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation may be indemnified by the company out of its own funds against:

 

135.1.1any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company or any associated company or organisation; and

 

135.1.2any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or offices.

 

135.2Where any such person is indemnified against any liability in accordance with article 135.1, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.

 

136Insurance

 

Without prejudice to article 135 above, the directors shall have power to purchase and maintain insurance for or for the benefit of any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation, including insurance against any liability incurred by or attaching to him in respect of any act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or offices in relation to the company or any associated company or organisation, (and all costs, charges, losses, expenses and liabilities incurred by him in relation thereto).

 

137Defence expenditure

 

137.1Subject to the provisions of, and so far as may be permitted by and consistent with, the statutes, the company:

 

137.1.1may provide any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company or any associated company or organisation or in connection with any application for relief from liability under the statutes; and

 

137.1.2may do anything to enable any such a person to avoid incurring such expenditure.

 

137.2Subject to the provisions of, and so far as may be permitted by and consistent with, the statutes, the company:

 

137.2.1may provide any person who is or was at any time a director, officer, employee or trustee of the company or of any associated company or organisation with funds to
- 50 -

meet expenditure incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or any associated company or organisation; and

 

137.2.2may do anything to enable any such a person to avoid incurring such expenditure.

 

137.3For the purpose of articles 135 to 137 an “associated company or organisation” is any company or other body, whether or not incorporated, (i) which is the company’s holding company; or (ii) in which the company or its holding company or any of the predecessors of the company or of such holding company has any interest whether direct or indirect; or (iii) which is in any way allied to or associated with the company or its holding company or any of the predecessors of the company or of such holding company (including any pension fund or employees’ share scheme in which any employees of the company or of any associated company or organisation are interested and any company acting as trustee for such pension fund or share scheme); or (iv) which is a subsidiary undertaking of any person mentioned in (iii) or (v) to which directors, officers, employees or trustees of the company or of any subsidiary undertaking or any holding company of the company are permitted by the company or any subsidiary undertaking or any holding company of the company to lend their services; and “person” shall include any natural person, partnership, other unincorporated association or body corporate.

 

Liability of members

 

138Liability of members

 

The liability of each member is limited to the amount (if any) for the time being unpaid on the shares held by that member.

 

Provision for employees on cessation of business

 

139Provision for employees or ex-employees

 

The directors may make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director, former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

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Table of contents of the Lloyds Banking Group plc articles of association

 

Article   Page
     
Preliminary 1
     
1 Table A not to apply 1
     
2 Interpretation 1
     
Share capital 4
     
3 Limited voting shares and preference shares 4
     
4 Fractions arising on consolidation or subdivision 6
     
5 Reduction of capital 7
     
Shares 7
     
6 Shares and special rights 7
     
7 Commissions on issue of shares 7
     
8 Renunciation of allotment 7
     
9 Trust etc. interests not recognised 7
     
Share certificates 8
     
10 Issue of share certificates 8
     
11 Form of share certificate 8
     
12 Joint holders 8
     
13 Replacement of share certificates 8
     
Calls on shares 9
     
14 Power to make calls 9
     
15 Liability for calls 9
     
16 Interest on overdue amounts 9
     
17 Other sums due on shares 9
     
18 Power to differentiate between holders 9

 

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19 Payment of calls in advance 9
     
Forfeiture and lien 10
     
20 Notice on failure to pay a call 10
     
21 Forfeiture for non-compliance 10
     
22 Disposal of forfeited shares 10
     
23 Holder to remain liable despite forfeiture 10
     
24 Lien on partly-paid shares 11
     
25 Sale of shares subject to lien 11
     
26 Proceeds of sale of shares subject to lien 11
     
27 Evidence of forfeiture 11
     
Variation of rights 11
     
28 Manner of variation of rights 11
     
29 Matters not constituting variation of rights 12
     
Transfer of shares 12
     
30 Form of transfer 12
     
31 Balance certificate 12
     
32 Right to refuse registration 13
     
33 No fee on registration 14
     
34 Branch register 14
     
35 Further provisions on shares in uncertificated form 14
     
Transmission of shares 14
     
36 Persons entitled on death 14
     
37 Election by persons entitled by transmission 14
     
38 Refusal of registration on transmission 15
     
39 Rights of persons entitled by transmission 15

 

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Untraced shareholders 15
   
40 Untraced shareholders 15
     
General meetings 16
     
41 Annual general meetings 16
     
42 Convening of general meetings 17
     
Notice of general meetings 17
     
43 Notice of general meetings 17
     
44 Contents of notice of general meetings 17
     
Proceedings at general meetings 18
   
45 Chairman 18
     
46 Security and other arrangements at meetings 18
     
47 Meeting in different places 18
     
48 Quorum 19
     
49 Lack of quorum 19
     
50 Adjournment 19
     
51 Notice of adjourned meeting 20
     
52 Amendments to resolutions 20
     
Polls 20
     
53 Demand for poll 20
     
54 Procedure on a poll 21
     
55 Voting on a poll 21
     
56 Timing of poll 21
     

Votes of members

 21
   
57 Votes attaching to shares 21
     
58 Votes of joint holders 22

 

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59 Restriction on voting in particular circumstances 22
     
60 Voting by guardian 24
     
61 Validity and result of vote 24
     
Proxies and corporate representatives 24
   
62 Appointment of proxies 24
     
63 Multiple proxies 24
     
64 Form of proxy 24
     
65 Deposit of form of proxy 25
     
66 Rights of proxy 26
     
67 Termination of proxy’s authority 26
     
68 Corporations acting by representatives 27
     
Directors 27
     
69 Number of directors 27
     
70 Share qualification 27
     
71 Directors’ fees 27
     
72 Additional remuneration of directors 27
     
73 Directors’ expenses, pension and other benefits 28
     
74 Appointment and retirement of directors 28
     
75 Appointment of executive directors 28
     
76 Powers of executive directors 28
     
Appointment and retirement of directors generally 28
     
77 Retirement at annual general meetings 28
     
78 Re-election of retiring director 28
     
79 Election of 2 or more directors 29
     
80 Nomination of director for election 29

 

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81 Election or appointment of additional director 29
     
82 Vacation of office 29
     
83 Removal of director 30
     
Meetings and proceedings of directors 30
   
84 Convening of meetings of directors 30
     
85 Quorum 30
     
86 Video conference and telephone meetings 30
     
87 Chairman 31
     
88 Casting vote 31
     
89 Number of directors below minimum 31
     
90 Directors’ written resolutions 31
     
91 Validity of proceedings 31
     
Directors’ interests 32
     
92 Authorisation of directors’ interests 32
     
93 Directors may have interests 32
     
94 Restrictions on quorum and voting 34
     
95 Confidential information 35
     
96 Directors’ interests – general 35
     
Committees of the directors 36
     
97 Appointment and constitution of committees 36
     
98 Proceedings of committee meetings 36
     
Powers of directors 37
     
99 General powers 37
     
100 Local boards 37
     
101 Appointment of attorney 37

 

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102 Signature on cheques etc. 37
     
Secretary 38
     
103 Secretary 38
     
The seal 38
     
104 The seal 38
     
Authentication of documents 39
     
105 Authentication of documents 39
     
Reserves 39
     
106 Establishment of reserves 39
     
107 Business bought as from past date 39
     
Dividends 39
     
108 Dividends 39
     
109 Fixed, interim and other dividends 40
     
110 Distribution in specie 40
     
111 Ranking of shares for dividend 40
     
112 Manner of payment of dividends and other moneys 40
     
113 Joint holders 41
     
114 No interest on dividends 41
     
115 Retention of dividends 41
     
116 Unclaimed dividends and other moneys 42
     
117 Waiver of dividend 42
     
118 Share alternative 42
     
Capitalisation of profits and reserves 44
   
119 Capitalisation of profits and reserves 44
     
Accounts 44

 

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120 Accounting records 44
     
121 Copies of accounts for members 45
     
Auditors 45
     
122 Validity of auditor’s acts 45
     
123 Auditor’s right to attend general meetings 45
     
Communication with members 45
   
124 Service of documents and information 45
     
125 Service of notices 46
     
126 Joint holders 46
     
127 Incapacitated members 47
     
128 Overseas members 47
     
129 Suspension of postal services 47
     
130 Signing or authentication of documents sent by electronic means 48
     
131 Statutory provisions as to notices 48
     
Winding up 48
     
132 Directors’ power to petition 48
     
133 Return of capital and winding up 48
     
Destruction of documents 49
     
134 Destruction of documents 49
     
Directors’ liabilities 50
     
135 Indemnity 50
     
136 Insurance 50
     
137 Defence expenditure 50
     
Liability of members 51
     
138 Liability of members 51

 

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Provision for employees on cessation of business 51
     
139 Provision for employees or ex-employees 51

 

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 EX-8.1 3 c87201_ex8-1.htm LIST OF SUBSIDIARIES, THEIR JURISDICTION OF INCORPORATION AND THE NAMES UNDER WHICH THEY CONDUCT BUSINESS

EXHIBIT 8.1

 

LLOYDS BANKING GROUP STRUCTURE

 

The following is a list of the principal subsidiaries of Lloyds Banking Group plc at 31 December 2016. The audited consolidated accounts of Lloyds Banking Group plc for the year ended 31 December 2016 include the audited accounts of each of these companies.

 

Name of subsidiary undertaking   Country of
registration/
incorporation		   Percentage of
equity share
capital and voting
rights held		   Nature of business   Registered office
Lloyds Bank plc   England   100%   Banking and financial services  

25 Gresham Street

London EC2V 7HN

Scottish Widows Limited   England   100%*   Life assurance  

25 Gresham Street

London EC2V 7HN

HBOS plc   Scotland   100%*   Holding company  

The Mound

Edinburgh EH1 1YZ

Bank of Scotland plc

 

   Scotland   100%*   Banking and financial services  

The Mound

Edinburgh EH1 1YZ

 

* Indirect interest

 
 EX-12.1 4 c87201_ex12-1.htm CERTIFICATION OF ANTONIO HORTA-OSORIO FILED PURSUANT TO 17 CFR 240.13A-14(A) AND 15 U.S.C. 7241

EXHIBIT 12.1

 

Certifications required under Section 302 of the Sarbanes-Oxley Act

 

I, António Horta-Osório, certify that:

 

1. I have reviewed this annual report on Form 20-F of Lloyds Banking Group plc (the “Company”) ;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
   
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:
   
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
     
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
   
  a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
     
/s/ A Horta-Osório
A Horta-Osório, Group Chief Executive
Date: 10 March 2017
 
 EX-12.2 5 c87201_ex12-2.htm CERTIFICATION OF GEORGE CULMER FILED PURSUANT TO 17 CFR 240.13A-14(A) AND 15 U.S.C. 7241

EXHIBIT 12.2

 

Certifications required under Section 302 of the Sarbanes-Oxley Act

 

I, George Culmer, certify that:

 

1. I have reviewed this annual report on Form 20-F of Lloyds Banking Group plc (the “Company”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
   
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have:
   
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
     
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
   
  a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
     
/s/ G Culmer
G Culmer, Chief Financial Officer
Date: 10 March 2017
 
 EX-13.1 6 c87201_ex13-1.htm CERTIFICATION OF ANTONIO HORTA-OSORIO AND GEORGE CULMER FURNISHED PURSUANT TO 17 CFR 240.13A-14(B) AND 18 U.S.C. 1350

EXHIBIT 13.1

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

 

This certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended 31 December 2016 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

António Horta-Osório, the Group Chief Executive, and George Culmer, the Chief Financial Officer, of Lloyds Banking Group plc, each certifies that, to the best of his knowledge:

 

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lloyds Banking Group plc.

 

10 March 2017  
   
/s/ A Horta-Osório  
   
A Horta-Osório  
Group Chief Executive  
   
/s/ G Culmer  
   
G Culmer  
Chief Financial Officer  
 
 EX-15.1 7 c87201_ex15-1.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 15.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (Nos. 333-211791 and 333-211791-01) of Lloyds Banking Group plc of our report dated 10 March 2017 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 20-F. We also consent to the reference to us under the heading “Selected Consolidated Financial Data” in this Annual Report on Form 20-F.

 

PricewaterhouseCoopers LLP
London, United Kingdom
10 March 2017

 
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