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B21448 R&A 2008 Front B21448 R&A 2008 FRONT 23/3/09 13:33 Page 1 Annual Report & Accounts 2008 B21448 R&A 2008 FRONT 23/3/09 13:33 Page 1 Bradford & Bingley Annual Report & Accounts 2008 01 Contents Directors’ report 02 Chairman’s statement 03 Introduction 05 Business review 07 Key performance indicators 08 Financial review 14 Our Board 16 Corporate governance 19 Risk management and control 23 Directors’ remuneration report 30 Corporate social responsibility 31 Statement of Directors’ responsibilities 32 Other matters The accounts 36 Independent Auditor’s report 37 Consolidated income statement 38 Balance sheets 39 Statements of recognised income and expense 40 Cash flow statements 41 Notes to the financial statements B21448 R&A 2008 FRONT 3/4/09 10:45 Page 2 Bradford & Bingley Annual Report & Accounts 2008 02 Directors’ report Chairman’s statement 2008 was a turbulent year for British banks, and a very disappointing year for Bradford & Bingley. Against a deteriorating economic background, which first became apparent in the third quarter of 2007, the Board took a series of prudent financial decisions to dispose of non-core lending portfolios, to raise committed, secured wholesale funding facilities and to seek additional capital via a rights issue. I joined Bradford & Bingley as Chief Executive on 18 August 2008, the day on which the rights issue closed, and set about addressing some of the operational issues that needed attention. We cut mortgage sales capacity further; reduced our commitments to third party mortgage providers; increased our sales focus on retail deposits; tackled our costs; addressed balance sheet risk; and intensified our efforts in mortgage arrears collections. External events in September 2008 materially affected public confidence in the banking system, with a number of financial institutions in the USA collapsing or being supported by government intervention. In the UK, the takeover of a distressed HBOS and considerable media attention contributed to an increase in the rate of withdrawals of our customer deposits. On 27 September, the Financial Services Authority (‘FSA’) informed us that Bradford & Bingley no longer satisfied their conditions for operating as a deposit taker, and on 29 September, in order to promote financial stability and to protect consumers, Her Majesty’s Treasury (‘HM Treasury’) took ownership of Bradford & Bingley and sold the UK and Isle of Man retail deposit business to Abbey National plc (‘Abbey’). This was a hugely disappointing outcome for the organisation. Although we had a difficult last week of trading, thanks to the efforts of colleagues, there were queues outside only four branches and every customer was served before we finally shut our doors on Saturday 27 September. Since these events, the business has undergone enormous change. Colleagues working in our retail deposit business were transferred to Abbey and we are providing transitional services to enable Abbey to operate the businesses they acquired. We have also set about reducing costs significantly to reflect the reduced business we are now running. When I joined in August, we employed 3,061 people and by 31 December 2008 this was down to 995 (942 full time equivalent). This has obviously been a painful period of adjustment for the organisation and I would like to thank colleagues for the way in which they dealt with these issues and for their continued service to our customers. Indeed, throughout this period it was pleasing to see from our customer surveys that mortgage customer satisfaction had actually increased in December from the level in June. We have tried to simplify this Annual Report & Accounts as much as possible, whilst complying with best practice, but unfortunately it is more complex to read than would usually be the case due to the mixed year we have had, with the first nine months including the retail deposit business, and the last three months being a mortgage business only. The profit before tax for 2008 was £134.3m which includes the benefit of the sale of the retail deposit business, some other one-off gains and the benefit of the interest-free liability to the Financial Services Compensation Scheme ( ‘FSCS’) net of the cost of the guarantees provided by HM Treasury. These effects are explained in detail in the Financial Review starting on page 8. There have been significant board changes during the year, with three executive directors leaving, including the previous Chief Executive, Steven Crawshaw, who retired due to ill health. Rod Kent, our previous Chairman, took on a challenging executive role during Steven’s absence and declined any additional remuneration. Rod and the majority of the non-executive directors, stood down without compensation on 14 November 2008 and I would like to thank them for their contribution. I am delighted that Non-executive Directors Michael Buckley and Louise Patten agreed to stay in their non-executive roles and assist me when I became Chairman following Rod’s resignation. Executive Directors, Chris Willford and Roger Hattam, have also remained and worked hard on developing the new business plan, and are expected to stand down during 2009 following the appointment of a managing director. The support of all four colleagues, together with the senior management team, has been invaluable and is much appreciated. 2009 is going to be a further year of change and the Bradford & Bingley team will be working hard to protect the value of our assets and to minimise the risk to taxpayers. We aim to continue to give excellent service to our customers and, whilst we undertake further restructuring to reduce costs, we intend to minimise any adverse impact on the Aire Valley community. Richard Pym Chairman B21448 R&A 2008 FRONT 23/3/09 13:33 Page 3 Bradford & Bingley Annual Report & Accounts 2008 03 Directors’ report Introduction Background to public ownership The dislocation in global credit markets and the subsequent decline in the UK housing market from the third quarter of 2007 onwards made the trading environment for Bradford & Bingley (the ‘Company’ or the ‘Group’) more difficult in a number of ways: • the availability of wholesale funding reduced rapidly and materially; • the cost of both retail and wholesale funding increased; • the market value of some of the Group’s treasury assets reduced substantially; • mortgage arrears increased; and • customers found it more difficult to secure mortgages elsewhere reducing the rate of redemptions and thus increasing Bradford & Bingley’s funding needs. In response to these more challenging conditions, the Company disposed of £4.0bn of non-core lending portfolios, increased retail deposit balances by £2.1bn in the first four months of 2008, and raised a further £2.0bn of committed, secured facilities. The Board announced a rights issue in May 2008 to raise additional capital with a view to achieving a tier 1 capital ratio of between 8% and 10%. It became apparent during this capital raising process that Bradford & Bingley’s trading outlook for the year had deteriorated. On 2 June 2008, the Board therefore issued a trading statement and restructured the rights issue at a price that better reflected the latest information on trading. The proposed restructured capital raising included a significant investment from the private equity firm, TPG. This was followed by a downgrade in Bradford & Bingley’s short-term credit rating from the major rating agencies. On 4 July, Bradford & Bingley’s long-term credit rating was reduced by Moody’s, which entitled TPG to withdraw its proposed investment. A replacement, enlarged rights issue of £401m was quickly agreed with the support of major investors and the appointed underwriters. It was approved by shareholders on 17 July. The downgrades and adverse publicity resulted in a reduction in retail deposit balances in July which lasted into August when the balances stabilised. A succession of external events in the first half of September materially affected public confidence in the banking system, particularly in mortgage banks. The collapse and effective nationalisation of AIG, Fannie Mae and Freddie Mac; the downgrading of Washington Mutual to ‘junk bond’ status; the collapse of Lehman Brothers; and the announced takeover of HBOS by Lloyds TSB coincided with Moody’s applying a further downgrade to Bradford & Bingley’s ratings on 16 September. Fitch Ratings and Standard and Poor’s followed suit on 23 September. During the week commencing 22 September, a number of steps were announced to cut costs and reduce risk. However, media speculation about the health and future independence of Bradford & Bingley increased, there was a significant increase in the rate of withdrawals of customer deposits, and wholesale markets continued to be severely restricted. Throughout this period, the senior management team of Bradford & Bingley was in regular and close contact with the Bank of England and the FSA. On Saturday 27 September, the Board was informed that the FSA considered that Bradford & Bingley no longer satisfied ‘threshold conditions’ for operating as a deposit taker. Over the weekend of 27-28 September, the HM Treasury took steps to transfer the assets and liabilities of Bradford & Bingley into public ownership through the transfer of it’s shares to HM Treasury. Bradford & Bingley’s UK and Isle of Man deposit businesses, together with the branch network and the shares in its Isle of Man subsidiary, were transferred to Abbey for £612m with effect from Monday 29 September, hereinafter referred to as ‘the Transfer’. Transfer into public ownership On 29 September 2008, Bradford & Bingley was taken into public ownership in accordance with The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (the ‘Transfer Order’). At the point of the Transfer, Bradford & Bingley held total assets of £52.5bn, including loans and advances to customers of £42.2bn, of which £41.3bn were residential mortgages and £0.9bn were commercial and housing property loans.
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