| Type | Public company |
|---|---|
| Traded as | LSE: RBS |
| Industry | Financial services |
| Founded | 1727 |
| Headquarters | Edinburgh, Scotland, United Kingdom |
| Area served | Worldwide |
| Key people | Philip Hampton, (Chairman) Stephen Hester, (CEO) |
| Products | Finance and insurance Consumer Banking Corporate Banking Investment Banking Global Wealth Management Mortgages Credit Cards |
| Revenue | £31.868 billion (2010)[1] |
| Operating income | £(0.399) billion (2010)[1] |
| Net income | £(1.033) billion (2010)[1] |
| Total assets | £1.453 trillion (2010)[1] |
| Total equity | £76.851 billion (2010)[1] |
| Owner(s) | UKFI (84%) |
| Employees | 148,500 (2010)[1] |
| Subsidiaries | Royal Bank of Scotland National Westminster Bank Ulster Bank Direct Line Citizens Financial Group Coutts & Co. Adam and Company Child & Co. RBS Securities Churchill Insurance |
| Website | www.rbs.com |
The Royal Bank of Scotland Group (LSE: RBS) is a British banking and insurance holding company in which the UK Government (HM Treasury) holds an 84% stake.[2] This stake is held and managed through UK Financial Investments Limited, whose voting rights are limited to 75% in order for the bank to retain its listing on the London Stock Exchange. The group is based in Edinburgh, Scotland. In 2009, after the financial collapse, it was briefly both the world's largest company by assets (£1.9 trillion) and liabilities (£1.8 trillion).[3]
The group controls the Royal Bank of Scotland plc,[4] founded in 1727 by a Royal Charter of King George I, the National Westminster Bank, which can trace its lineage back to 1650, and Ulster Bank in Ireland.[5] Its shares have a primary listing on the London Stock Exchange. The registered head office of the group and the UK clearing bank are located at St Andrew Square, Edinburgh. In 2005, Queen Elizabeth II opened the bank's new head office building in Gogarburn, Edinburgh. The group issues banknotes in Scotland and Northern Ireland and, as of 2008, Royal Bank of Scotland is the only bank in the UK still to print a £1 note.
Before the 2008 collapse and the general financial crisis, RBS Group was very briefly the largest bank in the world and for some time was the second largest bank in the UK and Europe (fifth in stock market value), and the fifth largest in the world by market capitalisation. Subsequently, with a slumping share price and major loss of confidence, the bank fell sharply in the rankings. The Group had a market capitalisation of approximately £12.2 billion as of 23 December 2011, making it only the 32nd-largest company on the London Stock Exchange,[6] the bulk of the Group now belonging to the UK government.
The RBS Group operates a wide variety of banking brands offering personal and business banking, private banking, insurance and corporate finance throughout its operations located in Europe, North America and Asia. In the UK and Republic of Ireland, the main subsidiary companies are: The Royal Bank of Scotland; National Westminster Bank; Ulster Bank; Drummonds; and Coutts & Co. In the United States, it owns Citizens Financial Group, the 8th largest bank in the country. From 2004 to 2009 it was the second largest shareholder in the Bank of China, itself the world's fifth largest bank by market capitalisation in February 2008.[7] Insurance companies include Churchill Insurance, Direct Line, Privilege, and NIG. The British government are anxiously seeking buyers for most of these investments.
Despite the deep crisis in the bank's finances, at least 100 RBS staff received a bonus of more than £1m in 2010.
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By 1969 economic conditions were becoming more difficult for the banking sector. In response, the National Commercial Bank of Scotland merged with the Royal Bank of Scotland.[8] The resulting company had 662 branches. The merger resulted in a new holding company, National and Commercial Banking Group Ltd. The English and Welsh branches were reorganised, until 1985, as Williams & Glyn's Bank, while the Scottish branches all transferred to the Royal Bank name. The holding company was renamed Royal Bank of Scotland Group in 1979.[9]
During the late 1970s and early 1980s the Royal Bank was the subject of three separate takeover approaches. In 1979, Lloyds Bank, which had previously built up a 16.4% stake in the Royal Bank, made a takeover approach for the remaining shares it did not own. The offer was rejected by the board of management on the basis it was detrimental to the bank's operations. However when the Standard Chartered Bank proposed a merger with the Royal Bank in 1980, the board of management responded favourably to the offer. Standard Chartered Bank was headquartered in London, although most of its operations were in the Far East, and the Royal Bank saw advantages in creating a truly international banking group. Approval was received from the Bank of England, and the two banks agreed a merger plan that would see the Standard Chartered acquire the Royal Bank and keep the UK operations based in Edinburgh. However the bid was scuppered by the Hongkong and Shanghai Banking Corporation (HSBC) which tabled a rival offer. The bid by HSBC was not backed by the Bank of England, and was subsequently rejected by the Royal Bank’s board of management. However the British government referred both bids to the Monopolies and Mergers Commission; both were subsequently rejected as being against the public interest.[10]
The Bank did obtain an international partnership with Banco Santander Central Hispano of Spain, each bank taking a 5% stake in the other. However this arrangement ended in 2005, when Banco Santander Central Hispano acquired UK bank Abbey National – and both banks sold their respective shareholdings.
The first international office of the bank was opened in New York in 1960. Subsequent international banks were opened in Chicago, Los Angeles, Houston and Hong Kong. In 1988 the bank acquired Citizens Financial Group, a bank based in Rhode Island, United States. Since then, Citizens has acquired several other American banks, and in 2004 acquired Charter One Bank to become the 8th largest bank in the United States.
The Royal Bank also opened offices in Europe and now has subsidiaries in: Austria, Switzerland, France, Italy, Germany, Greece, Spain, Portugal, Denmark, Norway, Sweden, Romania and the Federation of Bosnia and Herzegovina. In the Asia-Pacific region, the bank has offices in: Australia, China, Hong Kong, India, Japan and Singapore.
The late 1990s saw a new wave of consolidation in the financial services sector. In 1999, the Bank of Scotland launched a hostile takeover bid for English rival NatWest. The Bank of Scotland intended to fund the deal by selling off many of the NatWest’s subsidiary companies, including Ulster Bank and Coutts. However, the Royal Bank subsequently tabled a counter-offer, sparking off the largest hostile takeover battle in UK corporate history. A key differentiation from the Bank of Scotland’s bid was the Royal Bank’s plan to retain all of NatWest’s subsidiaries. Although NatWest, one of the "Big 4" English clearing banks, was significantly larger than either Scottish bank, it had a recent history of poor financial performance and plans to merge with insurance company Legal & General were not well received, prompting a 26% fall in share price.[11]
On 11 February 2000, the Royal Bank of Scotland was declared the winner in the takeover battle, becoming the second largest banking group in the UK after HSBC Holdings. NatWest and the Royal Bank of Scotland became subsidiaries of the holding company; the Royal Bank of Scotland Group. NatWest as a distinct banking brand was retained, although many back office functions of the bank were merged with the Royal Bank's leading to over 18,000 job losses throughout the UK.[12]
In 1967, RBS became the first Scottish bank to install an Automated Teller Machine, and by 1980 the service, known as Cashline had become the busiest ATM network in the world. Today it is now the largest privately owned ATM network in the UK, it is also a member of the LINK ATM network. In 1997, RBS was the first bank in the world to make its ATMs available to all cardholders. The word Cashline, in Scotland at least, has become a generic term for an ATM.
In August 2005, the bank expanded into China, acquiring a 10% stake in the Bank of China for £1.7 billion.[13]
A new international headquarters was built at Gogarburn on the outskirts of Edinburgh, and was opened by Queen Elizabeth II and Prince Philip, Duke of Edinburgh in 2005. The St Andrew Square office still remains the official registered head office.
The bank was the 2005 recipient of the Wharton Infosys Business Transformation Award, an award given to enterprises and individuals who use information technology in a society-transforming way.
The Group was part of a consortium with Belgian bank Fortis and Spanish bank Banco Santander that acquired Dutch Bank ABN AMRO a on 10 October 2007. Rivals speculated that RBS had overpaid for the Dutch bank[14] although the bank pointed out that of the £49bn paid for ABN AMRO, RBS's share was only £10bn (equivalent to £167 per citizen of the UK).[15]
Coutts Bank's international businesses were renamed RBS Coutts on 1 January 2008.
After previous denials following press coverage,[15] on 22 April 2008 RBS announced a rights issue which aimed to raise £12bn in new capital to offset a writedown of £5.9bn resulting from credit market positions and to shore up its reserves following the purchase of ABN AMRO. This was, at the time, the largest rights issue in British corporate history.[16] The bank also announced that it would review the possibility of divesting some of its subsidiaries to raise further funds, notably its insurance divisions Direct Line and Churchill.[17] Churchill and Direct Line currently remain as part of RBS Group.
On 13 October 2008, in a move aimed at recapitalising the bank, it was announced that the British Government would take a stake of up to 58% in the Group. The aim was to "make available new tier 1 capital to UK banks and building societies to strengthen their resources permitting them to restructure their finances, while maintaining their support for the real economy, through the recapitalisation scheme which has been made available to eligible institutions".[18] A rights issue to existing shareholders having failed to secure more than minimal take-up, the government subsequently found itself owning more than 57% of the bank's equity share capital.
The Treasury would infuse £37bn ($64bn, €47bn, equivalent to £617 per citizen of the UK) of new capital into Royal Bank of Scotland Group plc, Lloyds TSB and HBOS plc, to avert financial sector collapse. The government stressed, however, that it was not "standard public ownership" and that the banks would return to private investors "at the right time.".[19][20]
Chancellor of the Exchequer Alistair Darling stated UK taxpayers would benefit from the government's rescue plan, as it will have some control over RBS in exchange for £5bn in preference shares and underwriting the issuance of a further £15bn in ordinary shares. If shareholder take-up of the share issue was 0% then total government ownership in RBS would be 58% and if shareholder take-up was 100% then total government ownership in RBS would be 0%.[21] In the event, less than 56 million new shares were taken up by investors, or 0.24pc of the total offered by RBS in October 2008.[22]
As a consequence of this rescue the Chief Executive of the group Sir Fred Goodwin offered his resignation which was duly accepted. Chairman Sir Tom McKillop confirmed he would stand down from that role when his contract expires in March 2009. Goodwin was replaced by Stephen Hester, previously Chief Executive of British Land, who took over at the Royal Bank of Scotland in November, 2008.[23]
On the 19 January 2009 the British Government announced a further injection of funds into the UK banking system in an attempt to restart personal and business lending. This would involve the creation of a state-backed insurance scheme which would allow banks to insure against existing loans going into default, in an attempt to restore the banks' confidence.[24]
At the same time the government announced its intention to convert the preference shares in RBS that it had acquired in October 2008 to ordinary shares. This would remove the 12% coupon payment (£600m p.a) on the shares but would increase the state's holding in the bank from 58% to 70%.[25]
On the same day RBS released a trading statement in which it expected to post full-year trading losses (before writedowns) of between £7bn and £8bn. The group also announced writedowns on goodwills (primarily related to the takeover of Dutch bank ABN-AMRO) of around £20bn. The combined total of £28bn would be the biggest ever annual loss in UK corporate history (the actual figure was £24.1bn). As a result the group's share price fell over 66% in one day to 10.9p per share, from a 52-week high of 354p per share, itself a drop of 97%.[25] Some commentators called this the Blue Monday Crash.
In June 2008 RBS sold the subsidiary Angel Trains for £3.6bn[26] as part of a £10bn assets sale to raise cash.
RBS' contractual commitment to retain the 4.26% Bank of China (BoC) stake ended on 31 December 2008, and the shares were sold on 14 January 2009. Exchange rate fluctuations meant that RBS made no profit on the deal. The Scottish press suggested two reasons for the move: the need for a bank mainly owned by HM Treasury to focus scarce capital on British markets, and the growth possibility of RBS's own China operations.[27][28] However, Chinese sources noted that BoC had been unhappy with RBS' continued expansion of mainland operations rivalling BoC in the highly profitable wealth management sector.
In March 2009, RBS announced the closure of its tax avoidance department, which had helped it avoid £500m of tax by channelling billions of pounds through securitized assets in tax havens such as the Cayman Islands. The closure was partly due to a lack of funds to continue the measures, and partly due to the 84% taxpayer stake in the bank.[29]
Also in March 2009, RBS revealed that its traders had been involved in the purchase and sale of sub-prime securities under the supervision of Sir Fred Goodwin.[30]
In September 2009, RBS and Natwest announced dramatic cuts in their overdraft fees including the unpaid item fee (from £38 to £5), the card misuse fee (from £35 to £15) and the monthly maintenance charge for going overdrawn without consent (from £28 to £20).[31] The cuts came at a time when the row over the legality of unauthorised borrowing reached the House of Lords. The fees were estimated to earn current account providers about £2.6bn a year.[32] The Consumers' Association chief executive, Peter Vicary-Smith, said: "This is a step in the right direction and a victory for consumer pressure."[31]
The Group has agreed to sell off their English and Welsh RBS branded branches and the Scottish branches of Natwest to Santander, following conditions set by the European Union and the British Government regarding state support. [33] The insurance division is also set to be put up for sale, or as a separate company through an initial public offering.[34] It had been reported in late October 2008 that the insurance company Swiss Re and venture-capital firm CVC Capital Partners were to purchase the Group's insurance division for £6 billion,[35] however the bank refused to provide funding to the buyer which had been required within the deal.
In November 2009, RBS announced plans to cut 3,700 jobs in addition to 16,000 already planned, while the government increased its stake in the company from 70% to 84%.[36]
In December 2009, the RBS board revolted against the main shareholder, the British government. They threatened to resign unless they were permitted to pay bonuses of £1.5bn to staff in its investment arm.[37] The warning was very heavily criticised because it came in the wake of a £850bn bailout of the banking sector.
On March 29, 2010, GE Capital acquired Royal Bank of Scotland’s factoring business in Germany. GE Capital signed an agreement with the Royal Bank of Scotland plc (RBS) to acquire 100% of RBS Factoring GmbH, RBS’s factoring and invoice financing business in Germany, for an undisclosed amount. The transaction is subject to a number of conditions, including regulatory approval.[38]
The RBS Group uses branding developed for the Bank on its merger with the National Commercial Bank of Scotland in 1969.[39] The Group's logo takes the form of an abstract symbol of four inward-pointing arrows known as the "Daisy Wheel" and is based on an arrangement of 36 piles of coins in a 6 by 6 square,[39] representing "the accumulation and concentration of wealth by the Group".[39]
The RBS Group is split into six main operating divisions, each with several subsidiary businesses, and it also has a number of support functions.[40]
The UK Personal division comprises retail banking, business banking (turnover under £1m/year), and wealth management services. For UK Retail, services are offered under both the NatWest and Royal Bank of Scotland brand names. Key subsidiaries include:
This division serves UK corporate and commercial customers, from SMEs to UK based multi nationals, and is the largest provider of banking, finance and risk management services to UK corporate and commercial customers. A key subsidiary of UK Corporate is Global Transaction Services, one of the world's top 5 payment businesses, providing cash and liquidity management, trade and supply chain finance, merchant acquiring and commercial card products and services.
RBS Insurance division is made up of several well-known brands including Direct Line, Churchill and Privilege. It sells and underwrites personal lines and SME insurance over the telephone and online, as well as through brokers, RBS Group bank branches, and partnerships. RBS Insurance is known as Britain's number one motor insurer trading under the Direct line and Churchill Brands.[41] Key brands include:
RBS Group financial products and services are distributed through the Citizens Financial Group, which includes Charter One Bank, brands across the USA. Citizens is the 20th[42] largest banking group in the United States and is headed by Ellen Alemany.
RBS Group financial products and services are distributed through the Ulster Bank brand across Ireland, and through the Royal Bank of Scotland brand in Europe and the Middle East, where a particularly strong presence is held in Romania, the UAE and Kazakhstan
This division, commonly referred to as the investment bank arm of the RBS Group, provides banking services and integrated financial solutions to major corporations and financial institutions around the world. GBM's areas of strength are debt and equity financing, risk management, investment and advisory services, and it also works closely with Global Transaction Services to offer clients extensive capabilities in transaction banking.
Sometimes referred to as the 'invisible division', Business Services provides many essential services to the Group alongside Human Resources. Business Services provides a diverse range of services to the customer-facing operations of the Group and comprises:
Several other group support functions also exist, covering: finance, risk, strategy, HR, restructuring, legal and communications.
The group has been adversely affected by the subprime mortgage crisis and the fair value adjustments of its assets. It has been supported by the government of the United Kingdom; HM Treasury now owns a majority of its shares on the London Stock Exchange.
During Goodwin's tenure as CEO he attracted some criticism for lavish spending, including on the construction of a £350m headquarters in Edinburgh opened by the Queen in 2005[43] and $500m headquarters in the US begun in 2006,[44] and the use of a Dassault Falcon 900 jet owned by leasing subsidiary Lombard for occasional corporate travel.[45] Revelations that RBS had spent £200m on celebrity endorsements also went down badly.[46]
In February 2009 RBS reported that while Sir Fred was at the helm it had posted a loss of £24.1bn, the biggest loss in UK corporate history.[47] His responsibility for the expansion of RBS, which led to the losses, has drawn widespread criticism. His image was not enhanced by the news that emerged in questioning by the Treasury Select Committee of the House of Commons on 10 February 2009, that Goodwin has no technical bank training, and has no formal banking qualifications.[48]
In January 2009 The Guardian's City editor Julia Finch identified him as one of twenty-five people who were at the heart of the financial meltdown.[49] Nick Cohen described Goodwin in The Guardian as "the characteristic villain of our day", who made £20m from RBS and left the taxpayer "with an unlimited liability for the cost of cleaning up the mess".[50] An online column by Daniel Gross labelled Goodwin "The World's Worst Banker",[44][51] a phrase echoed elsewhere in the media.[52][53] Gordon Prentice MP argued that his knighthood should be revoked as it is "wholly inappropriate and anomalous for someone to retain such a reward in these circumstances."[54]
Other members have also frequently been criticised as "fat cats" over their salary, expenses, bonuses and pensions.[55][56][57][58][59][60][61][62]
The large RBS bonus payments subsequent to the UK government bailouts have led to a popular outrage.[63]
More than 100 senior bank executives at the Royal Bank of Scotland were paid more than £1 million in late 2010 and total bonus payouts reached nearly £1 billion – even though the bailed-out bank reported losses of £1.1 billion for 2010. Unions were baffled that any bankers were getting bonuses, considering the bank is owned by the taxpayer. The 2010 figure was an improvement on the loss of £3.6 billion in 2009 and the record-breaking £24bn loss in 2008. The bonuses for staff in 2010 topped £950 million.
The CEO Stephen Hester got £8 million in payments for the year.[64]
84 percent of the RBS is now owned by the UK government (taxpayer), which bought RBS stock for £45 billion, representing 50 pence per share. In 2011, the shares were worth 19 pence, representing a taxpayer book loss of £26 billion. Historically, the RBS stock price went from a high of around 1900 pence in 2006 to hovering around 19 pence in late 2011.[65]
In November 2009, RBS switched from backing long-standing UK client Cadbury plc to back a hostile takeover from a US company Kraft Foods[66] whilst being 84% owned by the UK Government.[67]
In December 2008 the British anti-poverty charity War on Want released a report documenting the extent to which RBS and other UK commercial banks invest in, provide banking services for and make loans to arms companies. The charity writes in its report that RBS holds shares in the UK arms sector totalling £36.4 million, and serves as principal banker to four major arms companies, including BAE Systems, the UK's largest arms company. The report also details RBS's dealings with known producers of cluster munitions and depleted uranium.[68]
RBS is "accused" of sponsoring oil and coal mining by pressure groups like Friends of the Earth. Like many banks, RBS provides the financial means for companies to build coal-fired power stations and dig new coal mines at sites all over the world. RBS is helping to provide an estimated £8bn over the last two years to energy corporation E.ON, and other companies utilising coal.[69]
The bank's former 10%[70] stake in Bank of China led to accusations of investing in the Government of Burma.[71] The Group defended its position by saying, "Bank of China is a highly respected international financial institution. ... [It] sets out its policies in its published accounts and we are happy with these policies and the way in which they are applied."[71]
In 2000 and 2001, the bank was the target of threats of violence over its provision of banking facilities for the animal testing company Huntingdon Life Sciences. The action resulted in RBS withdrawing the company's overdraft facility, causing the company to obtain alternative funding on a tight deadline.[72][73]
On 17 January 2008 environmental groups wrote to Goodwin to urge him to exercise his leadership to resolve environmental problems associated with the ABN AMRO-financed Sakhalin II project (RBS, Fortis and Banco Santander acquired ABN AMRO in 2007).[74]
In June 2004, RBS admitted that it owned a Dassault Falcon 900 jet worth £17.5m for the use of Goodwin and the board. Based in Paris for maintenance and tax purposes, the jet is also leased to the bank's clients via its Lombard asset finance arm.[75] In light of the 2008/9 recapitalisation program, new CEO Stephen Hester placed the jet up for sale in January 2009.[76]
Climate Camp activists criticise RBS for funding firms which extract oil from Canadian oil sands.[77] The Cree aboriginal group describe RBS as being complicit in "the biggest environmental crime on the planet".[78]
The group's pound sterling banknote issues are in wide circulation in Scotland and Northern Ireland. In Scotland, Royal Bank of Scotland banknotes include the UK's last £1 note. Ulster Bank is one of four issuers of Northern Ireland banknotes.
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