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ANNUAL REPORT & ACCOUNTS Our first year as an independent company For personal use only YEAR ENDED 30 SEPTEMBER 2016 CYBG PLC HIGHLIGHTS HIGHLIGHTS DELIVERING GOOD PROGRESS ON KEY METRICS IN DELIVERING ON IN 2016: OUR PLAN: Double digit Return on Tangible Equity (RoTE) by FY2019 2.26% 6.1% (previously FY2020) Net Interest SME core book grew Targeting £100m+ Margin (NIM) 226 6.1% with over £2.2bn cost savings by basis points (bps), of new loans and facilities FY2019 up 3bps vs FY2015 (+15% vs FY2015) Successfully completed Listed on the London demerger and Initial Stock Exchange (LSE) Public Offering (IPO). and the Australian CYBG PLC became an Securities Exchange (ASX). independent company on Cost-to-Income 8 February 2016. MEDIUM TERM Ratio (CIR) 55%-58% 6.5% 12.6% TA R G E T S by FY2019 Targeting modest (previously below Annual growth Well capitalised – CET1 inaugural dividend in U P DAT E D 60% by FY2020) in mortgages ratio remains strong respect of FY2017: in time, 50% payment – BETTER AND of earnings FASTER POSITIVE JAWS Strong franchise, with a Board refreshed Income growth 2.6%, clear strategic agenda and and Executive Loan growth mid underlying costs in line with execution focus, delivering Leadership Team single digit percent FY2015 and £33m lower sustainable growth. strengthened CAGR (compound than original guidance annual growth) to FY2019 Core Equity Tier 1 (CET1) ratio of 12%-13% reaffirmed Delivering on omni-channel B successfully launched strategy – first products and acquiring more £350m launched on digital platform, customers in target providing point of segments. Investing more than £350m in the next two years to deliver differentiation from peers. For personal use only better services and experience for customers and create a Further launches planned more efficient business. for 2017. 2 CYBG ANNUAL REPORT & ACCOUNTS 2016 CONTENTS STRATEGIC REPORT Clydesdale Bank was established in Glasgow in 1838 and Chairman’s Statement 2 Chief Executive Officer’s Statement 4 Yorkshire Bank was founded in 1859 in Halifax. Chief Executive Officer’s Review 6 Both brands are built on strong foundations, Business Model and Strategy 14 dedicated to serving the people, business and Delivering to our Stakeholders 21 Risk Overview 32 communities around us. Financial Results 42 GOVERNANCE Board of Directors 60 Executive Leadership Team 68 Corporate Governance Report 71 Governance & Nomination Committee Report 86 Audit Committee Report 90 Risk Committee Report 99 Directors’ Remuneration Report 104 Directors’ Report 131 RISK REPORT The Group’s Approach to Risk 140 Stress Testing 146 Risk Classes 147 Credit Risk 148 Balance Sheet & Prudential Regulation Risks 169 Regulatory, Compliance & Conduct Risk 192 Operational Risk 194 Financial Crime Risk 196 FINANCIAL STATEMENTS Independent Auditor’s Report 200 Consolidated Financial Statements 206 Parent Company Financial Statements 281 GLOSSARY 291 ABBREVIATIONS 296 OTHER INFORMATION 297 SHAREHOLDER INFORMATION 298 FORWARD LOOKING STATEMENTS 300 Overview (1) For personal use only CYBG PLC (the “Company”) together with its subsidiary undertakings (which together comprise the “Group”), operate under the Clydesdale Bank, Yorkshire Bank and B brands. It offers a range of banking services for both retail and business customers through retail branches, Business Banking centres, direct and online banking, including B, and brokers. Certain figures contained in this document, including financial information, may have been subject to rounding adjustments and foreign exchange conversions. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given. The forward looking statements disclaimer can be found on page 300. (1) Formerly known as Pianodove PLC The Forth Bridge, North Queensferry STRATEGIC REPORT For personal use only The Kelpies, Falkirk CHAIRMAN’S STATEMENT Strategic ReportStrategic 2016 has been a landmark year in the long history of our bank as we became independent for the first time since the 1920s. Financial Results This year has heralded big changes for our bank – the We have a strong international shareholder base who have demerger from National Australia Bank (NAB) and IPO at shown great support for our business, a high calibre leadership the start of the calendar year gave rise to CYBG PLC, a team and we have strengthened the Board with Clive FTSE 250 company, holding a dual listing on both the Adamson, David Bennett, Paul Coby, Fiona MacLeod and Tim London Stock Exchange (LSE) and Australian Securities Wade appointed as new independent Non-Executive Exchange (ASX) – and we became an independent Directors, complementing the Board’s expertise and Governance company for the first time since the 1920s. governance oversight. At the same time we have put in place appropriate control and governance standards for a listed I’m delighted to deliver the first Annual Report of CYBG, company, which we benchmark against the market leaders. and I would like to thank the Board, the Executive Leadership Team, and my colleagues throughout the In our first year as CYBG we have demonstrated significant business for their hard work in delivering a successful set of progress in delivering on our plan. Despite the uncertainty results in 2016. Everyone has played a part in making this a in the wake of Brexit, we believe the strength of our landmark year for our business. franchise – a robust capital position, strong asset quality, low cost diversified funding and resilient, scalable ReportRisk Our ambition is straightforward: to become the credible infrastructure – combined with our talent and capability alternative to the big UK banks. We intend to achieve this gives us the flexibility to adapt to the changing operating using our scalable infrastructure to support our growth environment. Our focus for next year is to build on the ambitions, and our enhanced digital capability to streamline progress and achievements of 2016, and continue to build processes and deliver a superior customer experience. a culture that puts the customer at the heart of everything we do. I am confident that we can deliver on our strategy, further improve our performance and enhance returns for CHAIRMAN’S As outlined at our Capital Markets Day in September, our Financial Statements strategy is also straightforward: drive shareholder returns our shareholders. through sustainable customer growth, increased efficiency STATEMENT and capital optimisation. For personal use only Jim Pettigrew | 21 November 2016 2 CYBG ANNUAL REPORT & ACCOUNTS 2016 CYBG.COM/ANNUAL-RESULTS-2016 3 CHIEF EXECUTIVE OFFICER’S STATEMENT I am pleased to report that in our first year as a PLC, CYBG has delivered on our promises to our customers and shareholders. ReportStrategic We have built strong foundations and positive momentum going into 2017. We are optimistic about the future as the only true full service, challenger bank of scale to the status quo in the UK market. Our 2016 results demonstrate the progress we have made on our omni-channel model. The delivery of our strategy will provide Financial Results our journey towards being a more customer focused and an improved branch experience, supported by a strong digital commercially minded bank with continued mortgage loan offering, reflecting the new face of banking and putting growth ahead of the market; our SME book returning to growth customers at the heart of what we do. We have already for the first time in four years; a stable net interest margin; costs embarked on that journey with online account opening, B, and £33m below our initial guidance for the year; a reduced bad debt Apple Pay all going live during the year, and further launches charge; and underlying profit before tax up 39% year on year. planned for 2017. Our strategy remains unchanged – our priorities of sustainable CYBG is perfectly placed to disrupt the market – we have the full customer growth, efficiency and capital optimisation will be service capabilities that no challenger bank can offer, yet we are delivered by a strong customer focused culture, a robust smaller and more agile than the complex structures of the ‘big 5’. Governance approach to change management and investment, and We are well capitalised, have a high quality loan book and prudent development of our omni-channel capabilities, all within a risk appetite, along with powerful, established local brands, now framework of prudent risk management and governance. My joined by an innovative new brand in B which is already focus, and that of my leadership team, is on execution, and our broadening our customer demographic and reach outside of our organic plan is predicated in large part on improving areas of our core regions. performance that we can control, such as costs and efficiency, thereby reducing the risk in delivering on our targets. We firmly believe that our size and scale, strong funding base and balance of assets across retail and business lending give us a solid We will continue to evaluate potential inorganic opportunities to foundation. Our flexibility will also enable us to selectively target ReportRisk enhance our business, provided they are in line with our strategic growth opportunities in specific market segments as they arise objectives and will create value for our shareholders. We have and we remain focused on delivering improved returns for established a set of capabilities (including a scalable digital shareholders while adapting to the new economic