AIB Group (UK) p.l.c. Annual Financial Report For the year ended 31 December 2016
Company number: NI018800 Within this document any reference made to “AIB UK”, “The Bank” or “The Company” will relate to AIB Group (UK) p.l.c., whilst any reference to “AIB UK Group” will relate to AIB Group (UK) p.l.c. and its subsidiaries. Reference made to “AIB plc” or “the Parent” will relate to Allied Irish Banks, p.l.c. whilst reference to “the Parent Group” will relate to Allied Irish Banks, p.l.c. and its subsidiary undertakings, which includes AIB Group (UK) p.l.c. Contents Page
Business review 2016 Performance highlights 01 Chairman’s statement 02 Strategic report 04
Risk management Principal risks and uncertainties 15 Framework 16 Principal risks 22
Governance and oversight Directors and other information 37 Report of the Directors 38
Financial statements Directors’ responsibility statement 48 Independent auditors’ report 49 Consolidated and parent company financial statements 51 Notes to the financial statements 57
General information Glossary of terms 133
AIB Group (UK) p.l.c. Annual Financial Report 2016 2016 Performance Highlights
Operating performance
Profit before tax* Net interest margin* Total operating income* £170m £49m 2.12% 18bps £263m £9m Increased profit before tax Reduced net interest margin as Operating income remains flat enhanced by one off nonrecurring margins compress due to BoE despite falling interest rates. exceptional items of £23m. The base rate reductions coupled with main driver of this was profit on higher average interest earning sale of VISA Europe shares. advances balances.
Operating expenses* Credit provision Profit after tax £116m £8m £1m £4m £66m £145m Cost reductions in line with Continued progress on debt Impacted by tax charge of £104m expectation driven by disciplined restructuring, coupled with low (2015: £200m) owing to changes in cost management. Cost/income new impairments. tax legislation with consequences ratio of 44%, down 5% on 2015. for recognition of the deferred tax asset.
Balance Sheet / Capital
Capital adequacy ratio1 New lending Customer deposits 17.0% 50bps £1.5bn £0.4bn £8.7bn £0.4bn Capital position remains strong. Measured growth in key segments Customer balances remain stable reflecting continued support to with marginal growth in current Corporates and SMEs in the UK. accounts. 1Common Equity Tier 1 (fully loaded)
Impaired loans Leverage ratio Loan deposit ratio £0.4bn £0.1bn 8.7% 10bps 74% 3% 20% reduction reflecting support Leverage ratio remains in excess of The decreased loan deposit ratio for customers in difficulty through regulatory requirements. reflects higher customer accounts sustainable restructuring solutions and stable net loans. for customers. Provision coverage ratio remains at a robust level of 50% (2015 49%).
*These numbers are used by management for internal reporting purposes and represent a non–statutory view.
1 AIB Group (UK) p.l.c. Annual Financial Report 2016 Business Review
Chairman’s Statement
Peter Spratt Chairman
My first year as Chairman of the Board has seen Financial performance and business changes both within the Bank, in terms of organisational strategy structure, and within the economy, as reaction to the UK vote to leave the European Union impacted on AIB UK Group recorded a financial profit before markets, albeit not to the extent initially expected. taxation of £170m for the year. This included a one Throughout this period, I am pleased to report that off gain of £21m from the sale of Visa Europe shares, AIB UK Group has performed well and has produced resulting in an overall improvement of £49m on the an improved financial performance for the year, while profit before taxation in 2015 of £121m. maintaining a strong customer focus. New business lending for the year at £1.5bn was down on 2015’s new lending however the quality of the loan Business environment book improved with a reduction in non-performing The results of the referendum, where the UK voted in loans. favour of an exit from the European Union, impacted From an operating model perspective, in 2016 we initially on the financial markets which resulted in the continued to provide specialist industry and sectoral Bank of England Monetary Policy Committee introducing expertise to our business banking and corporate sector a number of easing measures, including a cut in base rate customers. We also serviced our customers in First by 25 basis points to 0.25% in August. Since then the Trust Bank offering a full banking service in branch, UK economy, whilst growth has slowed, has performed online and through mobile channels. better than was originally expected. However, while growth is expected to be weaker in the medium term, A new organisational structure was announced in April the recent depreciation in the value of sterling is resulting in a number of consequential changes to the forecast to result in an increase in inflation over the next management team during the rest of the year as the two years. business transitioned towards the new structure. We are now ready, with a refreshed management team, to take the business forward in 2017. In particular, it is recognised by management and the Board that there
AIB Group (UK) p.l.c. Annual Financial Report 2016 2 Chairman’s statement
is a need for cultural change within AIB UK Group to Board of Directors enable the Company to deliver fully on its strategy going forward. A ‘One UK’ transformation programme During the year there were a number of changes to the was developed in 2016 with cultural change, and ways composition of the Board. of working, as key elements of this programme. These David Pritchard retired as Chairman of the Board in are going to be areas of particular focus for the Board February 2016 and Stephen Kingon retired in October and the Company in 2017 and, I believe, will be key to 2016. Both had completed nine years of service as enabling success. directors and I would like to thank them for their considerable and valuable contribution to AIB UK Customers and staff Group. In line with our core brand values, we continue to Ger O’Keeffe left in July 2016, after over twelve years put our customers first and aim to provide them with with the Bank, and Hugh O’Donnell, having completed services that meet their needs, through our personal a five year secondment to AIB UK Group as Finance relationship banking and digital channels. It was a great Director, decided to leave AIB plc in December 2016. achievement for our GB business to receive the Business Both Ger and Hugh led their respective teams through Moneyfacts ‘Best Service from a Business Bank’ award periods of significant change and the Board and I for a third consecutive year in 2016, and I would like to are grateful for their contributions over the years. thank our loyal and valued customers for their continued Additionally, I would like to acknowledge and thank support in this area. Tiana Peck for her hard work and dedication to AIB UK Treating our customers fairly is also a key element of the Group. Tiana left in June 2016 after being with the Bank customer experience we provide to all our customers, for 21 years, including 19 years as Company Secretary. but most importantly to our vulnerable customers and those in financial difficulty. We registered with the Outlook Alzheimer’s Society in 2016 as ‘Working to become With the new organisational structure in place and a Dementia friendly’ and carried out a successful pilot ‘One UK’ transformation programme launched, I look in one of our branches to train staff in this area. This forward to 2017 being a successful year for the UK is anfundraising events for this and numerous other business despite the uncertainties ahead for the UK charities during the year. economy with the impending exit from the European As I mentioned earlier, our culture is an ongoing area Union. In short, I believe AIB UK Group is currently well for development that the Board and I are focused positioned to meet our customer’s needs, for growth in on so that our staff feel appropriately empowered, our chosen markets, and to deliver enhancements to our governance remains appropriately tight, and we are all business model to ensure sustainability into the future. fully engaged in working in a manner that looks after our customers’ interests. Considerable success has already been achieved in improving staff engagement and in embedding our brand values, and I look forward to the P Spratt further successes in these and other areas. We have also Chairman signed The Women in Finance Charter, as we remain 28 February 2017 committed to broadening our diversity in all areas and levels in the business.
I would like to thank all our management and staff for their commitment and energy over the last year as well as our colleagues in our parent company who provide ongoing support.
3 AIB Group (UK) p.l.c. Annual Financial Report 2016 Business Review
Strategic Report
Brendan O’Connor Managing Director
Page 1. Purpose of the Strategic Report 5 2. Business strategy 2.1 Business proposition 5 2.1.1 Allied Irish Bank (GB) 5 2.1.2 First Trust Bank 5 2.1.3 UK Financial Solutions Group 5 2.1.4 Core brand values and strategic pillars 6 2.2 Customers and people 2.2.1 Our customers 6 2.2.2 Digital enablement 6 2.2.3 People 7 2.3 Financial performance 7 2.4 Capital management and liquidity 2.4.1 Capital management 11 2.4.2 Liquidity 12 2.5 Principal risks and uncertainties 12 3. UK Economic factors 12 4. Regulatory and other evolving issues 4.1 Increased regulation and supervision 13 4.2 Recovery and resolution planning 13 4.3 IRB and IFRS 9 13 4.4 Senior managers and certification regime 13 4.5 Regulatory change horizon 13 4.6 Conclusion 13
AIB Group (UK) p.l.c. Annual Financial Report 2016 4 Strategic Report
1. Purpose of the Strategic Report jurisdiction.
The Strategic Report is a statutory requirement AIB GB has approximately 1% of the business lending under the Companies Act 2006 (Strategic Report and market in GB, and has clear opportunities to increase Directors’ Report) Regulations 2013, and is intended its presence and market share through its new to be fair and balanced, and to provide information that sectorfocused strategy and people and talent renewal enables the Directors to be satisfied that they have initiatives. complied with Section 172 of the Companies Act 2006 (which sets out the Directors’ duty to promote the 2.1.2 First Trust Bank success of the company). The Strategic Report has been FTB is a long established bank in Northern Ireland, presented for the year ended 31 December 2016. providing a full banking service, including online, mobile and telephone banking to business and personal 2. Economic strategy customers.
2.1 Business proposition FTB’s strategic aim is to be a focused challenger Bank in AIB Group (UK) p.l.c. (AIB UK), a wholly owned Northern Ireland, offering business banking with a local subsidiary of Allied Irish Banks p.l.c. (AIB plc), comprises market presence, a refreshed competitive mortgage two distinct trading entities operating in two distinct proposition to customers via intermediary and direct markets with different economies and operating channels, and digitally enabled personal products and environments: Allied Irish Bank (GB) (AIB GB) which services. offers full banking services to predominantly business The overall proposition will include simplified products customers across Great Britain; and First Trust Bank and improved digital capability, aligned over time to (FTB) which offers full banking services to business that offered by the retail operations of AIB plc in the and personal customers across Northern Ireland. Both Republic of Ireland. entities are supported by a single Operations function. In addition, the UK Financial Solutions Group (FSG) To enable FTB to deliver its strategic aim, FTB is is dedicated to managing all UK customers in financial implementing the following simplified model: difficulty on a case by case basis. • Retail Banking – Full range of personal banking AIB UK is a bank registered in the United Kingdom and services and products for personal/ retail customers regulated by the Financial Conduct Authority and the across an optimised retail branch network. Prudential Regulation Authority. • Business Banking – A segmented Relationship Manager approach, across four business centres and 2.1.1 Allied Irish Bank (GB) two satellite hubs. AIB GB is a long established specialist Business Bank, • Direct Banking – Digital and telephone banking supporting businesses in Great Britain for over 40 for retail and business customers to self-serve, or years. It operates out of 15 locations in key cities across manage their banking needs remotely. Great Britain, providing a full clearing and day-to-day transactional banking service to customers. FTB aims to offer customers a wide choice of how to engage with the Bank in a way that is most suited to AIB GB’s strategy is to be a leading niche business bank, them in a modern banking setting, whether it be through with recognised expertise in our chosen sectors and traditional channels or via technology. markets, targeting mid-tier corporates/ larger SMEs in local geographies who value a high-touch relationship 2.1.3 UK Financial Solutions Group model. Dedicated relationship management teams AIB UK has an established FSG to assist all our work closely with our customers to establish and customers in difficulty. This ensures there is a centre of find solutions to their banking needs. A full range of expertise where the right people with the appropriate banking services are offered, including lending, treasury, skills and products can tailor solutions for each trade facilities, asset finance, invoice discounting and customer on a case by case basis. Wherever possible day-to-day transactional banking. In addition, AIB GB AIB UK works with its customers whether they are has a committed focus on British Irish Trade, meeting mortgage holders, SMEs or Corporates, to establish a the needs of companies in Ireland and the UK who path back to affordability and viability. are operating, or want to set up operations in either
5 AIB Group (UK) p.l.c. Annual Financial Report 2016 Our brand values describe the CUSTOMER FIRST culture AIB UK Group aims We will consistently deliver exceptional customer experience through simple and innovative customer for, and focuses on putting solutions customers first, building trust RISK & CAPITAL and appreciation, empowering We’ll make the best use of our capital by having a consistent and efficient way of allocating resources that is within our staff to do the right thing, risk appetite making processes simpler, SIMPLE & EFFICIENT Business Review and working collaboratively We’ll make things simpler, focusing our efforts on the things that we know have the greatest impact on our customers’ through an optimised OneUK experiences operating model. TALENT & CULTURE We’ll create a customer focused culture which attracts, develops and retains the best people and is powered by our brand values
2.1.4 Core Brand Values & Strategic Pillars designed to focus on improving customer satisfaction levels, ranging from general service and relationship The ambition of the Parent Group is to be at the heart satisfaction through to confirming that needs have been of customers’ financial lives by always being useful, assessed accurately and effectively once products have always informing and always providing an exceptional been sold. customer experience. The Parent Group aims to deliver Customers want a bank relationship that is built on a bank with compelling, sustainable capital returns and an understanding of their business, a differentiated a considered, transparent and controlled risk profile. In service proposition, an ability by the bank to respond service of this ambition, the Parent Group prioritised and deliver in a timely fashion, flexibility when required four key areas of focus where it will differentiate itself and a consistency in their relationship management experience. (Customer First, Simple & Efficient, Risk & Capital and Talent & Culture). AIB UK Group is committed to keeping our business models under review and to adapt them as our 2.2 Our customers and people customer requirements evolve and change. A key focus of our staff is to ensure all our customers are 2.2.1 Our customers treated fairly and are provided with appropriate fit for The No. 1 Brand Value at AIB UK Group is ‘We put purpose products. AIB UK Group continues to engage our customers first’ and we pride ourselves in providing actively with all our customers, and our key strategy exceptional customer service. is to enhance the quality of service to our customers, whether it be through a dedicated Relationship Putting our customers first is at the heart of everything Management team or an efficient and modern digital AIB UK Group does, and is fundamental to ensuring its offering, and provide them with products that meet long term success. AIB UK Group continues to align its their requirements. customer strategy and propositions across the business to ensure that our strategy, our technology and our staff’s interaction with our customers is conducted 2.2.2 Digital enablement in a customer centric way. The Board and Executive The provision of high quality digital and self-service Management of AIB UK are committed to high standards channels to our customers is a key area of investment of conduct and maintaining a culture which upholds those for AIB UK Group. standards. Transactional activity is reported on a monthly basis and AIB UK Groups’ commitment to putting our customers demonstrates a continuing trend away from traditional at the heart of everything is reflected in its history of branch teller services towards digital solutions with business awards. For the past three years, AIB GB has mobile traffic increasing significantly. won the Business Moneyfacts award for Best Service Transactional by Channel* from a Business Bank. In support of its commitment to local businesses, FTB co-brands the ‘Corporate Dec 2016 Movement on Prior Year Leadership Programme’ with the William J. Clinton Leadership Institute at Queen’s University.1 Mobile 73k +36% Online 106k +2% A comprehensive Customer Experience framework Branch 228k -10% for AIB UK Group is in place, which aims to measure *FTB Personal Digital Customers customer feedback through a range of initiatives
1 This programme sponsors participants on a structured, but bespoke, leadership course. Participants have been selected by open competition under a bursary arrangement and, in addition to profiling and differentiating FTB in the marketplace, the programme supports FTB’s corporate social responsibility to the local NI business community.
AIB Group (UK) p.l.c. Annual Financial Report 2016 6 Strategic Report
2.2.3 People The financial performance set out in this section, and certain items in the 2016 Performance highlights section Putting our customers first and delivering a sustained on page 1, show an internal management reporting view outstanding customer experience across all our of the performance of AIB UK Group and are not a distribution channels and franchise is only possible statutory view. In particular the management reporting through our people. AIB UK Group has a highly view makes reference to exceptional items, which are committed and professional workforce. shown separately for internal management reporting purposes, as management believe that such one off A key objective of the Board and Executive Management items obscure the underlying performance trends of is to continue to support and develop our people so the business. The statutory income statement, which is that they are engaged, customer focused and highly set out on page 51 does not report any items as being motivated. This requires the right conduct based culture exceptional. and tone at the top level to be in place. 2016 has been a year of further progress for AIB UK We will continue to build a supportive, high Group against a backdrop of sustained internal and performance culture that sets clear expectations, external change. AIB UK Group has delivered a 40% recognises performance at all levels and proactively increase in profit before tax as a result of measured takes action when appropriate. balance sheet growth coupled with disciplined cost AIB UK Group has signed up to the HM Treasury management. Women in Finance Charter, an industry-wide initiative The financial performance in 2016 has been achieved that aims to build a more gender balanced workplace, in an improving though still challenging economic and we are committed to achieving a target of 50% environment alongside a banking market that remains female Managers by 2020, supported by our Diversity very competitive across a number of AIB UK Group’s & Inclusion agenda. A recent independent survey of product and customer segments. salaries within AIB UK Group revealed that our gender pay gap is smaller than financial services benchmarks. Exceptionals Gender Diversity Information 2016 includes £21m gain on sale of Visa Europe shares Males Females coupled with £5m release of previous years’ redress and All Staff 38% 62% other provisions no longer required. Property provision Managers 53% 47% increased by net £3m. The 2015 charge included business transformation costs of £14m, conduct misselling Senior Managers 82% 18% provisions of £1m offset by a £3m credit in the onerous Directors 75% 25% lease provision. 2.3 Financial performance
Financial performance 2016 2015 Var 2016 v 2015 Income Statement1 £m £m £m AIB UK Group achieved a Total Operating Income 263 254 9 measured increase in profitability Total Costs (116) (124) 8 of £14m, 11%, before exceptional items. Operating profit 147 130 17 Total Credit Provisions (1) 3 (4) Operating income remained flat Profit on sale of business 1 0 1 despite falling interest rates and Profit before tax (pre-exceptionals)2 147 133 14 margin compression in the market. Exceptional items 23 (12) 35 Costs declined 6% in the year 49 Profit before tax 170 121 driven by disciplined cost Net interest margin % 2.12% 2.30% management. Cost income ratio % 44% 49%
(1) Income Statement format aligns to internal management reporting. (2) Profit before exceptional items excludes exceptional items that management believe are non-recurring and which obscure the underlying performance trends in the business.
7 AIB Group (UK) p.l.c. Annual Financial Report 2016 Growth in operating income Operating Income increased £9m in the 200 20 20
year and Net Interest Margin decreased 1 Business Review 18bps. 1 0 Net Interest Income and margin reductions reflect the dilutive effect of the lower rate environment in the main, 100 following the BoE base rate reduction, in August, to 0.25%. 0 2 6 Non-Interest Income growth is broadly neutral when adjusting for the impact in 2015 of a net loss of £9m in one-off 0 items relating to Asset sales and mark 201 201 2016 to market valuations on customer et Intere t Inco e t er Inco e derivative positions.
Lower costs and improved cost/ £m £146m 150 C.I.R. income ratio 62% Cost discipline continues to be a key strategic objective of AIB UK Group 140 with a goal to improving operating £124m performance through continued focus on 130 C.I.R. 49% improving effectiveness and efficiency. £116m The benefit of various cost saving 120 C.I.R. 44% measures, including headcount reductions taken over recent years, 110 continues to feed through.
The positive impact of these measures is 100 2014 2015 2016 reflected in a declining cost base and an improving cost/income ratio.
AIB Group (UK) p.l.c. Annual Financial Report 2016 8 Strategic Report
Loans provisions - net charge £1m in 2016 The impaired book continues to be 10 managed on a proactive basis with a provision charge of £1m in 2016
(£3m recovery 2015). -10 2014 2015 2016 (31.0m) 3.0m (1.0m) In 2016 there were new to impaired charges of £10m in AIB UK Group. Measuring this as a percentage of -30 average gross loans displays a cost of risk in AIB UK Group of 15 basis points. -50
2014 2015 2016
2016 2015 Balance sheet Balance sheet £m £m Net loans remained flat in Earning gross loans 6,323 6,263 the year. However, AIB GB Impaired gross loans 375 490 performed well increasing the Total gross loans 6,698 6,753 loan book by £0.2bn Specific provisions (187) (240) Customer accounts balances have IBNR provisions (40) (41) remained resilient in 2016, with Total net loans 6,471 6,472 £0.4bn growth versus December Available for sale 38 54 2015, in this low interest rate Other assets/placings 6,865 6,391 environment. Total assets 13,374 12,917 Current account balances buoyancy offsets deposits Current accounts 5,239 4,644 outflows as funding costs Deposits 3,487 3,683 reductions continue to be Total customer accounts 8,726 8,327 targeted. Shareholders’ equity 1,703 1,614 Other liabilities/funding 2,945 2,976 Total liabilities 13,374 12,917
9 AIB Group (UK) p.l.c. Annual Financial Report 2016 New Lending UK New Lending AIB UK Group continues to 1 00 Business Review develop and attract new business in both FTB and AIB GB during 1200 1 21 2016, with new business being written across a range of key 1000 sectors. 00 £1.5bn of new lending drew down 600 in 2016, representing a decrease of 20% on 2015. This reflects 00 a measured approach to new 12 lending in a very competitive 2 6 200 2 2 2 marketplace. 2 0 201 201 2016
F B GB B GB orporate
Stabilisation of loan portfolio n Improving Credit uality and improving credit quality 2016 delivered continued stabilisation in asset quality with net 6 6. 6. 6.1 loans remaining flat.