Company Quick10K Filing
Banco Santander
20-F 2020-12-31 Filed 2021-02-26
20-F 2019-12-31 Filed 2020-03-06
20-F 2019-12-31 Filed 2020-03-24
20-F 2019-12-31 Filed 2020-03-10
20-F 2018-12-31 Filed 2019-03-26
20-F 2017-12-31 Filed 2018-03-28
20-F 2016-12-31 Filed 2017-03-31
20-F 2015-12-31 Filed 2016-04-21
20-F 2014-12-31 Filed 2015-04-29
20-F 2013-12-31 Filed 2014-04-29
20-F 2012-12-31 Filed 2013-04-24
20-F 2011-12-31 Filed 2012-04-27
20-F 2010-12-31 Filed 2011-06-06
20-F 2009-12-31 Filed 2010-06-10

SAN 20F Annual Report

Item 17 ☐ Item 18 ☐
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Banco Santander Earnings 2019-12-31

Balance SheetIncome StatementCash Flow

20-F 1 d808286d20f.htm 20-F 20-F
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

(Mark One)

 

 

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

OR

 

 

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

For the fiscal year ended December 31, 2019

OR

 

 

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

For the transition period from                                   to                 

OR

 

 

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

Date of event requiring this shell company report                  to                 

Commission file number 001-37595

Santander UK Group Holdings plc

(Exact name of Registrant as specified in its charter)

England

(Jurisdiction of incorporation or organization)

2 Triton Square, Regent’s Place, London NW1 3AN, England

(Address of principal executive offices)

Julian Curtis

2 Triton Square, Regent’s Place, London NW1 3AN, England

Tel: +44 (0) 20 7756 4272

E-mail: julian.curtis@santander.co.uk

(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

 

Trading

Symbol(s)

 

Name of each exchange on which registered

2.875% Notes due 2020   SAN/20   New York Stock Exchange
3.125% Notes due 2021   SAN/21   New York Stock Exchange
2.875% Notes due 2021   SAN/21A   New York Stock Exchange
3.571% Notes due 2023   SAN/23   New York Stock Exchange
3.373% Fixed Rate/Floating Rate Notes due 2024   SAN/24A   New York Stock Exchange
4.796% Fixed Rate/Floating Rate Notes due 2024   SAN/24B   New York Stock Exchange
3.823% Fixed Rate/Floating Rate Notes due 2028   SAN/28   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.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Ordinary shares of nominal value of £1 each

   7,060,000,000

 

 

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

Yes 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

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer           Accelerated filer           Non-accelerated filer             Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

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


Table of Contents

LOGO


Table of Contents

LOGO

 

    

  

About this report

 

The Strategic Report outlines the key elements of the Annual Report and provides context for the related financial statements.

 

The report highlights key financial and non-financial metrics which help to explain the business’s performance over the past year. It also highlights the external environmental factors affecting the business along with Santander UK’s position in the UK banking market.

 

At all times we try to treat our stakeholders fairly and meet our environmental responsibilities. Sustainability and our strategic direction are inseparable, and we continue to embed sustainability across our business. We have included information to demonstrate this within our Strategic Report and further information is also available in our ESG Supplement.

 

By order of the Board.

 

Shriti Vadera

Chair

2 March 2020

   Important information for readers
  

None of the websites referred to in this Annual Report on Form 20-F for the year ended 31 December 2019 (the Form 20-F) including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.

 

Santander UK Group Holdings plc (the Company) and its subsidiaries (collectively Santander UK or the Santander UK group) operate primarily in the UK, and are part of Banco Santander (comprising Banco Santander SA and its subsidiaries). Santander UK plc and Santander Financial Services plc are regulated by the UK Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). Certain other companies within the Santander UK group are regulated by the FCA and the PRA. This Annual Report contains forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. See Forward-looking statements on page 243.

 

The Company is the immediate parent company of Santander UK plc. The two companies operate on the basis of a unified business strategy, albeit the principal business activities of the Santander UK group are carried on by Santander UK plc and its subsidiaries (the Santander UK plc group). The Board and Committees of the two companies run substantially simultaneously to ensure efficiency and effectiveness, whilst ensuring the independence and autonomy of Santander UK plc, our ring-fenced bank, are appropriately protected.

 

The Company’s Corporate Governance and Risk Frameworks have been adopted by its subsidiaries to ensure consistency of application. Prior to November 2018, the Corporate Governance and Risk Frameworks were applied from the level of Santander UK plc across the Santander UK plc group and adopted by the Company.

 

As a result, the review of the business and principal risks and uncertainties facing the Company, and the description of the Company’s Corporate Governance, including the activities of the Board and risk management arrangements, are integrated with those of Santander UK plc and are reported in this document as operating within the Company for all periods presented.

 

 


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

Contents

 

 

Strategic Report

     1        

Governance

   33   

Chair’s statement

     2        

Risk review

   70   

Santander UK at a glance

     4        

Financial review

   160   

CEO review

     6        

Financial statements

   172   

Market overview

     10        

Shareholder information

   252   

Business model

     12              

Strategic review

     14              

Risk management overview

     18              

Financial overview

     24              

Sustainability review

     26              

    

              

    

              

    

              

    

              

    

              

 

LOGO


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Chair’s statement

 

LOGO

2019 marked the first year of delivery of a

multi-year transformation to make us simpler,

more agile and better able to continually

improve our customer service.

 

Refined strategy

In 2019, we began to implement a refined strategy that focuses on core business and customer experience in mortgage provision, trade and SME banking, supported by investment in our technology platform.

We have accelerated the pace at which we are embedding social, ethical and environmental impacts in all aspects of our decision-making, risk analysis and financial transactions, the results of which have included increasing our support for renewable energy. We know that loyalty and trust is increasingly won by companies which make sustainable investments in customers’ own financial resilience, and the environmental and economic resilience of wider society. The focus of our communities programme remains supporting financial inclusion, literacy and education. For example, the Santander Universities programme is the largest private sector contributor to UK universities, donating £88m over the past 12 years. We have a team of Relationship Managers across our 85 university partners to support students and the university community.

A low risk strategy is integral to our business and we have maintained prudent risk management, high credit quality and balance sheet resilience throughout the year. This was reflected in the Bank of England 2019 stress test results, where the impact on Santander UK’s CET1 capital
ratio(1) was the lowest of all participating banks.

2019, however, saw a 37% decline in profit before tax as a result of the adverse impact of a combination of factors. These include margin pressures within the mortgage market, the costs of addressing PPI claims and our upfront investment in transformation. In addition, the operational costs of continuing regulatory changes disproportionately affect scale challengers such as Santander UK.

Transformation programme

The year saw our CEO, Nathan Bostock, and his leadership team deliver significant progress in this transformation as we reshape the bank to support our customers better. Technology is

 

(1)

CET1 ratio drawdown is defined as CET1 ratio at 31 Dec 18 less minimum stressed CET1 ratio (before strategic management actions or AT1 conversions)

changing the way our customers want to engage with us. The volume of transactions carried out through Santander UK branches has fallen by 41% over the past three years, while transactions through digital channels have grown by 93% over the same period. We now have 5.8 million digital customers(2) and 62% of 2019(3) account openings were digital.

In adapting to how our customers are choosing to engage with us, we have restructured and reduced our branch network by 140 to 616 branches as part of our multi-year programme to simplify and digitise the business. We are focused on investing to improve our systems, processes and infrastructure through innovation to increase efficiency and deepen engagement with our customers, while continuing to allow them to choose how they transact with us. We are also leveraging new technology developed within Banco Santander, our shareholder, to increase our ability to deliver exceptional outcomes for our customers.

 

(2)

We define a ‘digital customer’ as someone who has logged on to digital banking (either via the mobile app or online bank) in the last month.

 

(3)

Refers to all new Retail & SME1 products opened

 

 

2   Santander UK Group Holdings plc


Table of Contents

LOGO

 

    

LOGO

 

The commitment of our people is helping to transform the business and make us better able to serve our customers going forward.

 

Continuing to create the right culture

Having the right culture is essential to our success in transforming the bank, and we have made steady progress so far. However, we need to remain relentless in our commitment to embedding the right values and behaviours across all aspects of our business. Our employee engagement surveys provide the Board with an understanding of the progress we are making in building a diverse and inclusive bank and helps to inform our priorities. Our Board Responsible Banking Committee continues to develop metrics that enable it to monitor cultural change and help ensure that we remain on track.

 

As we enter a period of significant change, we remain committed to ensuring the well-being of our people through fostering a culture of speaking up and supporting initiatives such as the promotion of mental health.

 

The flow and volume of regulatory change

The flow and volume of regulatory change continues to pose significant challenges and operational risks to the sector, not least for scale challengers like Santander UK. We have continued to manage a large volume of over one hundred different regulatory initiatives that are driven by a number of separate regulatory bodies. The co-ordination of this activity remains a concern for the sector given the need to respond to increasing threats of economic and cyber-crime. I am pleased that HM Treasury is undertaking a review of the regulatory framework, as announced last summer. The right recommendations from the review have the potential to strengthen the resilience and competitiveness of the sector and I look forward to its conclusions.

 

Ring-fencing

During the year we developed a revised strategy for Santander Financial Services plc (SFS), formerly Abbey National Treasury Services plc (ANTS), in effect our non-ring-fenced bank, which will be completed in 2020. As a result, in order to comply with regulatory requirements, we are required to make certain changes to our governance arrangements,

    

including the composition of our holding company and ring-fenced bank Boards.

 

In December 2019, Susan Allen, Gerry Byrne, Garrett Curran, Annemarie Durbin, Dirk Marzluf and Genevieve Shore stepped down from the Board of Santander UK Group Holdings plc, but remain Directors of the ring-fenced bank, Santander UK plc. In order to ensure efficiency and effectiveness, the Santander UK Group Holdings plc and Santander UK plc Board meetings are run largely simultaneously. Changes to governance and ring-fencing arrangements are described further in my report on corporate governance on page 36.

 

Board changes in 2019

We appointed Susan Allen as Executive Director and Head of Retail and Business Banking with effect from 1 January 2019, replacing Javier San Felix who returned to a Group role at Banco Santander at the end of 2018, as reported last year. On 7 May 2019, we appointed Garrett Curran as an INED replacing Julie Chakraverty and Dirk Marzluf (Banco Santander Group Head of Technology and Operations) as Group nominated Non-Executive Director (GNED) who took the place of Lindsey Argalas. Duke Dayal (Chief Financial Officer) was appointed to the Board on 16 September 2019 as Executive Director, replacing Antonio Roman who moved to a role at Banco Santander. Bruce Carnegie-Brown also re-joined the Board on that date as a GNED replacing Juan Inciarte who had stepped down at the end of 2018. These appointments maintain the Board’s skills and experience in financial services, digital and innovation, strategy and transformation and our connectivity with our shareholder. On behalf of the Board, I would like to thank Lindsey Argalas, Julie Chakraverty and Antonio Roman who stood down in 2019 for their invaluable service to the Board and the Company.

 

As I will be stepping down as Chair before the end of 2020, I would like to take this opportunity to extend my gratitude to the Board, Nathan Bostock, his leadership team, and all our people for their continued commitment to serving our customers and communities. It has been an enormous privilege to work with all my colleagues and serve the Company. I have every confidence that the dedication of our teams will ensure its future success.

 

LOGO

 

Shriti Vadera

Chair

2 March 2020

  

 

LOGO

 

Simple | Personal | Fair

Our culture is built

on doing things

The Santander Way

 

Simple

We offer our customers products that are easy to understand and a service which is convenient, no matter when or how they want to engage with us. We make our processes better so they are easy and clear for our customers and our people.

 

Personal

We treat our customers as valued individuals, providing a professional service they can trust. We support our colleagues to develop their skills and achieve their ambitions.

 

Fair

We are open, honest and treat others as we would like to be treated. We earn our investors a sustainable return and do our part to support our communities.

    
    
    
    
    
    
    
    
    
    
    
    
    
    

 

 

 


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Santander UK

at a glance

  

We are uniquely placed as a leading

scale challenger bank

 

Our business model focuses on customer loyalty and our core business franchise

 

 

We provide high quality, seamless service across our branch network, digital

and telephony channels

 

LOGO   14.4 million    LOGO    £205.3bn    LOGO    616
  active UK customers    customer loans    branches
LOGO   5.8 million    LOGO    £177.8bn    LOGO    4.8/5
  digital customers    customer deposits    App rating(1)
3rd      4th       5th
largest mortgage provider(2)    largest current account provider(3)    largest commercial lender(2)
(1) iOS app rating.
(2) Santander UK analysis of UK institutions.
(3) CACI’s CSDB Current Account Stock, Volume, December 2019.

 

 

We offer innovative products and services to help people and businesses prosper

 

We are a large customer-focused bank and possess the scale and breadth of proposition to challenge the big four UK banks. We serve our customers through digital channels, alongside a network of branches and Corporate Business Centres.

We play an important role in the UK economy and in the communities in which we operate. We help people purchase their home, save for the future and support business growth. We employ 23,500 people and we paid £309m of corporation tax and £90m through the UK Bank Levy in 2019.

Our innovative international proposition facilitates access to a range of markets and offers invaluable expertise and insight.

 

First time buyer events

As part of our work to champion first-time buyers, we launched regular in-branch events to help people access information about the home-buying process. Held in branches across the UK, the events are free of charge.

Read more on page 27.

1I2I3 Business Current Account

Our SME offering continues to go from strength to strength. Aside from winning best Business Bank of the Year for the fifth consecutive year at the Business Moneyfacts Awards, we picked up an award for best innovation in the SME Finance Sector for our 1I2I3 Business Current Account.

Santander university support

This year we announced funding to help establish MK:U, the UK’s first university focused on digital skills, further strengthening Milton Keynes’ position as Europe’s leading Smart City. MK:U is expected to serve at least 5,000 students and be open by 2023.

Cyber security and fraud awareness

We are working to help educate our customers about how to avoid becoming victims of scams. In 2019 we launched ‘For Your Eyes Alone’, a campaign designed to reach the under 25 audience to help them to understand the importance of keeping personal data ‘for your eyes alone’.

 

 

 

Our refined strategy

 

   
LOGO   

Customers

Grow customer loyalty by providing an outstanding customer experience

   LOGO   

Shareholders

Simplify and digitise the business for improved efficiency and returns

   LOGO   

People

Invest in our people and ensure they have the skills and knowledge to thrive

 

 

4   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

 

 

Our Santander Behaviours outline how we bring to life The Santander Way: Simple, Personal and Fair

 

LOGO  

Bring Passion and energy

and give my best

  LOGO   

Speak Up and challenge

where necessary

LOGO  

Embrace Change and look

for better ways to do things

  LOGO   

Show Respect including through

the little things

LOGO  

Actively Collaborate with

others to get the best

outcome for the customer

  LOGO   

Truly Listen for different and

new opinions and be open

to challenge

LOGO  

Give Support to colleagues

by taking a genuine interest

in them and appreciating

their contribution

  LOGO   

Talk Straight and think about

the impact of my words

    LOGO   

Keep Promises and

make decisions

 

 

Our structure – we manage our bank through three customer business segments supported by the Corporate Centre

 

LOGO

 

 

 

LOGO  

Communities

Further embed sustainability across our business

  

Read more in our

Sustainability review

on pages 26-31

 

 

 

LOGO

 

More than a café

and more than a bank

 

In July we opened our first Work Café in Leeds. The Work Café concept adds a new banking experience, reflecting our commitment to bringing innovation and investment to our branch network. It is an innovative space that brings together a bank, co-working area and café.

 

The concept was first developed by Santander in Chile in 2016 and the UK opening means there are now over 50 Work Cafés across six countries.

 

The Work Café offers state-of-the-art banking facilities alongside free co-working spaces and meeting rooms for local businesses and entrepreneurs. Both Santander and non-Santander customers are welcome.

 

Since opening, over 30,000 visitors have enjoyed using the Work Café facilities whether just for a coffee, to co-work, use the meeting rooms, attend events or discuss banking needs. Feedback has been extremely positive, with the café receiving a five star review in Modern Work Magazine. We have also hosted over 40 Work Café Talks and Events with a focus on supporting small business owners and entrepreneurs with growing their businesses.

 

LOGO

 

 

Santander UK Group Holdings plc   5


Table of Contents

Annual Report 2019 | Strategic Report

    

 

CEO review

 

LOGO

Our 2019 results were impacted by the ongoing

income pressure on mortgages and legacy PPI charges,

but they also include the investment we are making

as part of our plan to transform the bank for the

future, driven by our focus on delivering great

products and service to our customers.

 

Today, consumers face greater choice of banking provider than ever before, yet relative uniformity in products and services. This competitive challenge for the banking sector has been compounded by a lack of economic confidence and slower rate of growth; inevitably impacting performance. Our 2019 results, with 37% reduction in profit before tax, further reflect the ongoing income pressure on mortgages and PPI charges, alongside the important investment we are making in transforming our bank for the future. In recent years, we have purposefully operated a low risk strategy; making prudent investments in our core competencies, and embedding sustainable, long-term value across all our business activities. In doing this, we will enhance our standing as a responsible and resilient choice for our retail customers, and also position ourselves well to support the growth and trading strategies of our business customers.

Our cautious approach to risk has been affirmed by the Bank of England’s stress tests, which illustrate our bank’s resilience to a significant economic downturn. We remain focused on restoring our return on tangible equity to our target range over the medium-term, and I’m pleased that our CET1 capital ratio has increased to 14.3% through capital accretion and strong capital discipline. This has been done without compromising dividend payments or our credit quality, while delivering our strategy of selective growth.

In the current environment, taking the time to leverage effectively our competitive points of difference has never been more important in earning and retaining customer loyalty. This is at the heart of our bank’s strategic priorities; providing a comprehensive retail offering, as well as growth-focused support for business and corporate customers, while developing products which make banking simpler, fairer, and far more personalised than ever before.

We are building on our depth of expertise in key market segments such as residential mortgage and SME banking in order to ensure innovation is truly customer-centric, better integrated across our own and related industries, and supported with first class customer service.

We have a particular focus on helping people across the country achieve their homeownership dream and, in 2019, supported over 37,000 first time buyers; up 47% in three years. We also increased simplicity and ease of online mortgage services, with 60% of customers choosing to retain their mortgage online; up from 41% in 2016. This has all helped reinforce our position as the third largest mortgage lender; achieving £7.4bn net mortgage growth in 2019, which is our strongest for a decade. Meanwhile, customer deposits have increased by £5.7bn; our highest growth in three years, thanks to a successful ISA

 

 

6   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

LOGO

We are confident in our ability

to succeed by providing our

customers with an experience

that is second to none,

through a relentless focus

on improving our efficiency

and competitiveness.

 

 

campaign, 1I2I3 Business Current Account inflows and strong performance in our corporate business.

Fundamentally, the products and services which provide financial security and prosperity to retail and business customers, also generate greater resilience and sustainable growth for our bank. All high-performing business activity stems from sustainable goals and, as a responsible business, we know the paramount importance of allocating capital and financing the transition towards a low carbon and more inclusive economy. In recent times, extreme weather events and other consequences of the climate crisis have reinforced a business-critical need to protect our communities and environment. The PRA, FCA and Task Force on Climate-related Financial Disclosures have rightly called for far greater effort and, in advance of the UN Climate Change Conference in the UK this year, we are committed to the UK’s ongoing climate goals, as well as Banco Santander’s target to raise and facilitate 120bn in green finance by 2025.

In 2019, our Corporate and Investment Banking (CIB) and Corporate and Commercial Banking (CCB) units originated business for renewable energy transactions in excess of £1bn; ranking as the third highest financial lender in Europe for the renewables market(1). Along with Banco Santander, we were also ranked the number one financial adviser in Europe for wind, solar and biofuel projects(1).

We want to represent the sustainable choice for all customers and colleagues, from macro-financial activity, to the way we run our own business. For example, we are pleased to source 100% of our electricity from green supplies, such as biomass, wind and water. In 2019, we reduced electricity use by 6.6% and aim to do the same again this year, as well as maintaining our green energy certification for using solely renewable electricity.

As you would expect, our sustainability strategy underpins the analysis and evolution of our core business propositions, through a £400m, multi-year transformation programme. To date, we have invested £155m on restructuring the branch network, reshaping our corporate business, and simplifying, digitising and automating the bank. This has already realised over £80m in savings through increased efficiency and, as programme momentum continues to build, we expect efficiency improvements to offset inflationary and other cost pressures.

We know that being fit for the immediate and long-term future means making strides in our sector’s use of new technologies to augment the customer experience in their channel of choice, in order to bring genuine, inclusive benefit to all, and as a driver for efficiency. 2019 saw a strong increase in our ability to fulfil customers’ changing expectations, with a 21% increase in total digital interactions. This encompasses a 5% year-on-year increase in online mortgage

 

(1)

Inframation league tables 2019, combining both Banco Santander and Santander UK.

 

 

Our Santander

behaviours in action

 

Four years ago, we launched the Santander behaviours to create an environment where our Simple, Personal, Fair values can flourish and be sustained. The culture that they have achieved has never been so relevant today with the opportunities and challenges we face, our behaviours continue to underpin everything we do.

 

Each day when I talk to our colleagues, I hear and see inspiring stories of how we support our customers alongside our communities and how our behaviours guide those interactions. It’s that sense of purpose that makes me proud to be leading a workforce committed to deliver the very best experience for our customers.

 

As we transform the organisation, it is more important than ever that we hold firm to the principles that make Santander a great place to work. While transformation brings opportunities, the journey of change is rarely easy. Our set of behaviours are intricately embedded in our approach to both building a bank and workforce of the future. A bank of the future that is driven by outcomes, breaking down silos and delivering an agile working environment. A workforce of the future that has determination, collaboration and resilience that can sustain the pace of change with a relentless focus on our customers.

 

I want Santander to be a company of choice for people, attracting and retaining key talent and skills, who share our values and passion for helping people and businesses prosper. This is crucial for our future success and the culture we have is key in achieving this. We will continue to embrace our behaviours through transformation and in our everyday interactions in order to maintain and build upon the culture that we have at Santander, one that I am very proud of.

 

We have made fantastic progress in embedding the right culture within the organisation, and through our Board Responsible Banking Committee we continue to monitor this cultural change to help ensure that we remain on track.

 

 

 

 

 

Santander UK Group Holdings plc   7


Table of Contents

Annual Report 2019 | Strategic Report

    

 

CEO review continued

 

retention, and 8% year-on-year increase in retail current account openings. Our pioneering use of financial technology will support this upward trajectory, including the launch of ‘Mortgage Engine’ in November 2019: a platform we built and financed which, for the first time, enables intermediaries to source simultaneous decisions in principle from multiple lenders. The pilot phase currently connects 22% of the market, and we have ambitious targets for 2020.

Through innovative, intuitive digital products and services such as these, together with targeted support and campaigns, we want to continue improving our customer experience. In 2019, our Net Promoter Score (NPS) places us in the top four for Retail customer satisfaction(1), and I am delighted that our NPS ranks us first for Business and Corporate customer satisfaction(2). This reflects the invaluable contribution of programmes

 

such as ‘Breakthrough’, which provides advice, workshops and growth opportunities to thousands of start-ups and small businesses. Breakthrough’s beneficiaries include those supported in collaboration with the British Library Business and Intellectual Property Centre, with whom we have signed a new three year partnership. We are also helping to meet the ambitions of UK Government’s Investing in Women Code with a new ‘Women in Business’ mentoring programme, supporting female founders and company leaders across the UK.

In recent years, many UK small and medium-sized enterprises have been buffeted by sterling volatility and weakness, whilst a prolonged lack of clarity has made it difficult to make long-term investment and planning decisions. Our international proposition is therefore an important investment in businesses with high-growth

 

 

LOGO

 

LOGO

 

(1)

The Financial Research Survey (FRS) prepared by the independent market research agency, IPSOS MORI.

 

(2)

Measured by the MarketVue Business Banking from Savanta.

 

potential which are helping to expand the UK economy, namely trade and export led SMEs. Through our exceptional depth and breadth of market knowledge and connectivity, we aim to get businesses operations-ready within six months of introduction to a new market. We provide a pioneering suite of support for trailblazing businesses through regular trade missions, SME-targeted research in our biannual Trade Barometer, and facilitation of seamless financial and related services through Banco Santander and in-market partners.

In addition, in October 2019, we launched the Trade Club Alliance of fourteen global banks across 60 countries; cooperating via a digital platform to fulfil or signpost the facilitation of trade. Of course, the strength of our international proposition in the UK is reinforced by the global strength of Banco Santander, whose resource and reach benefit our customers. For example, its recent investment in UK FinTech and global transaction banking platform, ‘Ebury’, in order to further simplify the process for all businesses aspiring to enter or expand their operations in global markets.

With rapid industry evolution due to new regulation, technology, innovation and competition, there are a host of new ways to manage everyday banking, but also new areas of vulnerability for the customer. That is why we are rethinking our digital, physical and community infrastructure, and refining our customer offer with bold solutions. This includes making tough decisions, such as closing 140 branches, in order to reinvest in the branch offerings of the future. For example, our first ‘Work Café’ which launched in Leeds in July 2019 and hosted over 30,000 people last year for a combination of branch, business creation and networking services.

We are also tailoring our provision of customer education and support through events such as First Time Buyer Classes and Scam Avoidance Schools. As those aged 18-24 are particularly susceptible to online fraud and scams, we launched a ground-breaking social media campaign for this audience in July 2019. In partnership with characters from the BBC’s ‘Kurupt FM’, well-known by our target audience, we reached millions of young people with educational films focused on personal financial and data security. This followed

 

 

8   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

 

LOGO

 

We are embedding

sustainability across our

business and in everything        

we do and remain

well-placed to meet

our medium-term goals.

   LOGO

 

on from our 2018 campaign for the over 60s, which focused on helping older people who are vulnerable to falling victim to fraudsters and scammers. Meanwhile, in partnership with Age UK and the Alzheimer’s Society, we developed a module to help older customers feel more confident with digital banking. We aim to become the UK’s best digitally dementia-friendly bank; supported by dementia ambassadors in every branch region and contact centre.

Going forward, we are equipping our people with the necessary knowledge and skills to deploy digital capabilities effectively; ensuring artificial intelligence and machine-learning are carefully managed to increase efficiencies, improve quality and reduce risks. To this end, we recently signed a partnership with the renowned digital skills platform ‘Pluralsight’, and are hosting a large and growing number of digital apprenticeships. We also launched the new ‘MIO’ internal training tool in order to provide ongoing learning which is tailored to colleagues’ individual skills needs. Our eight employee networks, with around 40% of all colleagues in membership, are also invaluable forums for support and development. Each is focused on a particular aspect of diversity and inclusion, and sponsored by one of my executive team. This is an important investment in all our people, which is supporting talent across business disciplines.

Meanwhile, Santander Universities UK is continuing to make an invaluable investment in the next generation of talent. In addition to the thousands of student entrepreneurs and ME-internships supported across the UK,

we launched in July 2019 the first STEMships programme to support more female engineering students to enter directly related careers, including the data science required urgently in financial services. I feel strongly that this kind of investment in higher, applied and technical education is business-critical, and we must work more closely with colleges and universities to support development of the skills we need. That is why we are pioneering a new model for partnership between business and academia through our multi-million pound investment in MK:U, the first UK University for digital skills.

As a scale challenger, we want to inject true market competition in fostering a healthy banking culture, supporting small businesses to create jobs, helping more people to access finance easily and safely, and investing in the low carbon economy. This means significant introspection and willingness to do things differently, and it also means taking a stand on matters of the greatest importance for our sector and the people we serve. We are pleased, for example, that our call for greater regulatory coordination has been heard by Government, and we are continuing to spearhead new industry solutions in partnership with peers and regulators.

With this in mind, I would like to take this opportunity to thank our outgoing CFO, Antonio Roman, for his invaluable leadership throughout the ring-fencing process and other structural changes. He returns to Spain as Head of Retail and Commercial Banking for Santander Spain, and I am glad to welcome Duke Dayal, formerly CFO of Santander Holdings USA and President and CEO for Santander Bank NA, as his replacement.

As the regulatory, technological and wider geopolitical world evolves at pace, we have an important role to play in empowering and safeguarding our customers, colleagues and wider stakeholders. I believe that shrewd investments in our core competencies will position us as a trusted point of knowledge and support, and the bank of choice for the broadest spectrum of society. This year, we were proud to be placed in the top 20 organisations in the Social Mobility Employer Index 2019, just one of the ways we have been recognised for our commitment to being an inclusive employer. We have always prided ourselves on doing business in a way that is simple, personal and fair, and our customers can rely on us when they take their next financial steps for the future.

 

 

LOGO

Nathan Bostock

Chief Executive Officer

2 March 2020

 

 

Santander UK Group Holdings plc   9


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Market overview

 

 

LOGO

 

 

LOGO

 

As part of Banco

Santander, we are

helping to establish

a key role in the fight

against climate change

 

Protecting ecosystems, promoting financial empowerment and furthering gender equality are among the 17 Sustainable Development Goals defined by the United Nations to protect the planet and foster social well-being. The United Nations Principles for Responsible Banking were developed to engage the financial sector in achieving these objectives. Banco Santander, as a company committed to people, businesses and the planet, is a founding signatory of the initiative.

 

The signing of the Responsible Banking Principles marked the most significant cooperation between the global banking industry and the United Nations to date. More than 130 banks from all over the world, including Santander, representing US $47tn in capital, have committed to assume a key role in achieving a sustainable and inclusive future.

 

These principles will influence how the global banking industry behaves and will help to shape the banking market of the future.

 

 

   

3.1 million users

Exclusively using mobile app

What we have seen

As customer behaviours change, banks are re-evaluating their service and operating models. The move away from traditional in-branch banking towards online 24-hour service continues. Customers are demanding more customised products and, with more information to hand, are increasingly likely to shop around for products that meet a particular need, rather than relying on their main bank to provide everything. This in turn creates the need for banks to be competitive across all areas of their offering, ensuring they create a range of products that meet a variety of customer needs.

Our response and looking ahead

We aim to serve our customers through the most suitable channel, whether that be through mobile, online, branch or telephone.

The number of transactions carried out via Santander branches has fallen by 41% over the past three years, while transactions via digital channels have grown by 93% over the same period. In response to the changes in how customers are choosing to carry out their banking, this year we have re-shaped our branch network and closed 140 branches. We have also begun to refurbish 100 branches with a focus on personal service, convenience and community engagement.

For our corporate customers we have a network of Corporate Business Centres (CBCs) across the UK and have recently opened our first Work Café, offering an innovative space for clients and non-customers, which brings a bank, co-working area and coffee house together in a single place.

81bps

Average net mortgage margin for 2019(1)

What we have seen

The UK banking sector remains highly competitive with continuing pressure on margins experienced throughout the year. Competition in the mortgage market has continued to be intense with rates for fixed term products decreasing since the start of the year.

There have been new entrants into the banking market, challenging existing providers in areas such as current accounts and savings products. This has put pressure on non-interest generated income along with rates paid on savings accounts.

Our response and looking ahead

As a leading scale challenger we are well-positioned despite a competitive market. We are focusing on our core franchises and in mortgages delivered our best net mortgage lending for a decade. This year we launched an innovative advertising campaign featuring Ant and Dec, initially focused on mortgage lending and raising brand awareness.

We understand the importance of knowing our customers and responding to their changing needs through continuous innovation of products and services.

We have begun a multi-year transformation programme to reduce costs and improve returns. Decisive actions will translate into improved efficiency in the medium-term along with a better customer experience.

 

(1)

Bank of England 2 year fixed 75% LTV less Bloomberg average 2 year swap rate.

 

 

10   Santander UK Group Holdings plc


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Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

LOGO

 

2/3

UK adults now use contactless payments(1)

What we have seen

Technology continues to advance rapidly across the financial services sector. Offering digital platforms has become essential, not only for day-to-day banking but for all banking needs, including mortgage applications and investment advice and servicing.

Disruptors are challenging the way banks traditionally serve their customers. They are increasing digital interaction through the use of innovative technology and data from multiple sources such as Open Banking.

Cyber security remains a key priority as customers move towards more digital activity. The ability to adapt to new risks is essential to meet new challenges faced across the industry.

Our response and looking ahead

Recognising the changing behaviour of customers, we are focused on digitally transforming the business. By utilising innovative digital solutions allied with our customer-centric approach, we aim to deliver excellence in customer experience.

We collaborate with FinTech companies through open IT architecture to help bring greater personalisation to our services. We benefit from our relationships with a number of innovative technology companies which Banco Santander’s $200m Santander InnoVentures fund invests in.

 

(1)

UK Finance (2019). UK Payment Markets Summary 2019.

Over 100

Regulatory initiatives in progress

What we have seen

Regulation in the UK remains focused on promoting positive customer outcomes by raising awareness, encouraging the financial education of customers and promoting competition. By removing barriers to exit for customers they can more easily change products and services to suit their needs.

The changes in the UK banking sector bring both risks and opportunities to existing providers. Advances in technology enable both start-ups and established banks to better tailor their offerings to their customers.

In 2019, the FCA announced measures to change the way banks and building societies charge their customers for using overdrafts. They will no longer be able to charge higher fees for unarranged overdrafts than for arranged overdrafts. The new rules will come into force in 2020.

Our response and looking ahead

We expect the regulatory agenda to continue to evolve and encourage more competition in the banking sector, opening it up further to new entrants. We also expect increased regulatory compliance costs as new regulation is implemented.

In 2020 we announced changes to the way we charge our customers for using overdrafts. From 6 April 2020, we will introduce a single interest rate for an arranged overdraft on all adult accounts, making the cost of using an overdraft more proportionate to the amount borrowed.

+0.5% to +1.9%

Range of HM Treasury consensus for 2020 growth in annual GDP(1)

What we have seen

The UK economy has experienced volatile activity due to pre-Brexit preparations with an average 0.2% quarterly growth in 2019, roughly half the pace seen in the previous two years. In January 2020, the UK left the EU and has entered a period of negotiation on a future trading relationship.

The Bank of England base rate remained flat in 2019 at 0.75%, due to slower global growth and Brexit uncertainties. The rate rose 25bps in both 2017 and 2018.

Our response and looking ahead

We expect UK growth to remain relatively subdued in 2020, with continued Brexit uncertainty and a weaker global economy. UK inflation is expected to remain below the 2% target in the near-term, with lower energy price inflation the main driver.

In early 2020 we announced changes to the 1I2I3 Current Account as a result of a number of factors, including a persistently low interest rate environment.

In our core lending markets we anticipate modest growth, with the mortgage market continuing to grow at c3%, with weaker buyer demand and subdued house price growth likely to continue. The corporate borrowing market is also expected to grow by c4%, as uncertainty continues to dampen investment intentions.

 

(1)

HM Treasury Forecasts for the UK economy: a comparison of independent forecasts.

 

 

Santander UK Group Holdings plc   11


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Business model

Our purpose is to help people and businesses prosper

Our aim is to be the best open financial services platform by acting responsibly and earning the lasting loyalty of our stakeholders

 

Our resources

 

       

What we do

 

      
LOGO         People              

Provide financial products and services

Mortgages, consumer auto finance, unsecured loans, credit cards, banking and savings accounts, investment and insurance products for individuals and specialised services for companies

 

How we do it

    

 

Build strong customer relationships

Leveraging our experience and scale to drive customer loyalty

 

Offer a differentiated proposition

Anticipating customer needs and tailoring our products and services to be more meaningful and relevant

 

Take a prudent approach to risk

Making the right lending decisions. Identifying, assessing, managing and reporting the risks which could impact our business, results, reputation or sustainability

 

Do things The Santander Way

Living the Santander behaviours in how we interact with all our stakeholders, ensuring everything we do is simple, personal and fair

 

Our competitive advantage

    

 

Leading scale challenger bank

An optimised footprint and scale in our core banking businesses combined with an innovative mindset

 

Resilient balance sheet and prudent approach

Strength of capital and liquidity demonstrated by the lowest CET1 drawdown in the 2019 BoE stress tests

 

International expertise for UK companies

Helping UK companies expand into overseas markets

 

 

Our 23,500 people bring skills relevant to all aspects of our business, from deep personal relationships with customers to the innovative approach necessary to drive growth and efficiency

 

 
LOGO   Infrastructure  
 

Our technology, operating centres and optimised branch network serve customers and their rapidly changing needs

 

 
LOGO   Banco Santander family  
 

Being an important part of a well-diversified global bank, sharing management experience and providing synergies by leveraging group technology and brand

 

 
LOGO   UK presence  
 

Our established presence in the UK and our valuable relationships with our people, customers, suppliers and partners as well as regulators and the government

 

 
LOGO   Financial  
  Customer deposits, funds raised in the wholesale markets and reinvested profit, along with a resilient balance sheet and prudent liquidity  
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
         

 

12   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

                  Value creation

 

LOGO


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Strategic review

 

Our refined

strategy

Our refined priorities are aligned to Banco Santander’s European strategy announced in April 2019. We are focused on customer loyalty, simplification, improved efficiency and sustainable growth,

while being the best bank for all our stakeholders. Our four strategic priorities are set out below along with corresponding KPIs on pages 16 and 17.

 

Our strategic priorities

 

 

 

LOGO   Grow customer loyalty by providing an outstanding customer experience   

– Connect our physical and digital channels for seamless customer experience

 

  

– Focus on core franchise optimisation

 

  

– Profitable growth in retail banking

 

  

– Improve returns in corporate banking

 

  

– New and evolving revenue sources including global group projects

 

 

LOGO   Simplify and digitise the business for improved efficiency and returns   

– Continue simplifying, digitising and automating the bank

 

  

– Radically improve our technology and operations through innovation and optimisation

 

  

– Ensure capital discipline and RWA management

 

  

– Consolidate property footprint

 

 

LOGO  

Invest in our people

and ensure they have

the skills and knowledge

to thrive

  

– Enable our people to meet their full potential

 

  

– Provide training and development opportunities to deliver a workforce for the future

 

  

– Ensure all aspects of diversity remain front of mind

 

 

Top risks   Top risks actively monitored in   

– Brexit

 

  

– Complex change

    agenda

  2019 include:   

– Ring-fencing

 

    

– Capital strength

 

  

– Cyber-attacks

    

– Pension risk

 

  

– Conduct risks

    

– Financial crime

  

– Third party risks

 

14   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

Becoming a more

responsible bank

At Santander UK we understand that the decisions we take have an impact on society, the UK economy, and our environment.

We continue to embed sustainability across our business,

focusing on four pillars, which are explained below with links to the relevant United Nations Sustainable Development Goals.

To find out more, see our 2019 ESG Supplement.

 

 

LOGO

 


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Strategic review

We have taken decisive steps in 2019 to progress our strategic priorities and our focus on cost efficiency is starting to deliver tangible benefits.

We are confident in our ability to succeed through a relentless focus on improving our efficiency and competitiveness.

 

 

 

(1)

See page 257 for KPI definitions.

(2)

NPS measure became a KPI during 2019, replacing customer satisfaction to incorporate a broader measure of advocacy.

(3)

Non-IFRS measure. See ‘Alternative Performance Measures’ on page 169 for details and reconciliation to the nearest IFRS measure for ROE and cost-to-income ratio. 2019 ROE was 4.9% and cost-to-income ratio was 61%.

 

  Key Performance Indicator(1)   2019 result

Customers

 

LOGO

 

 

Loyal

customers

  32%
   
 

 

 

Digital

customers

  5.8 million    
   
 

 

 

Retail

NPS(2)

  Top 4
   
 

 

 

Business and

corporate NPS(2)

  1st
   

 

Shareholders

 

LOGO

 

  Adjusted RoTE(3)  
 

 

 

Adjusted

cost-to-income

ratio(3)

 

 
   
   

 

People

 

LOGO

 

 

Top 10 company

to work for

 

Accreditation

aim over the

medium-term

   

 

Communities

 

LOGO

 

 

Financially

empowered

people

  248,100
   

 

 

 

16   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

 

Why it matters and how we performed         Results

Loyal customers (as a % of Active customers) measures the proportion of our customers who have a primary banking relationship with us alongside another product. Loyal customers stay with us longer and their current account usage gives us in-depth insight which allows us to tailor our services to their needs. Loyal customers increased in 2019, building on previous years progress and laying a solid foundation for us to achieve our target of 34% in the medium-term.

 

        LOGO

Digital customers are increasingly important given the benefits that mobile and digital can bring to customer experience alongside more efficient operational delivery of 24/7 service.

Customers in the UK are increasingly moving towards mobile and digital banking and we have increased digital customers to 5.8 million in 2019.

 

        LOGO

Retail net promoter score is a widely-used measure of customer experience and customer advocacy of our retail customers.

We ranked in the top four amongst our peers as we focus on building stronger customer relationships and a seamless customer experience.

 

       

Top 4

out of 9 competitors

Business and corporate net promoter score is a widely-used measure of customer experience and advocacy for our business and corporate customers.

We ranked first amongst our peers, a testament to the comprehensive proposition and our focus on small and medium-sized businesses.

 

       

1st

out of 6 competitors

Return on ordinary shareholders equity (ROE) was 4.9% in 2019 (2018: 8.2%). Adjusted RoTE(1) was 7.8% in 2019 (2018: 10.2%).

Adjusted RoTE is a measure of income generation on shareholder investment. The ROE of 4.9% and adjusted RoTE of 7.8% (1) in 2019 were lower than 2018 due to ongoing mortgage income pressure, partially offset by low credit costs which reflect our prudent risk management. ROE also reduced due to changes in transformation charges and PPI provision charges. We are focused on improving returns through our multi-year transformation programme to achieve a 9-11% (1) adjusted RoTE in the medium-term.

 

         

Cost-to-income ratio was 61% in 2019 (2018: 56%). Adjusted cost-to-income ratio(1) was 59% in 2019 (2018: 54%).

Adjusted cost-to-income ratio is an efficiency measure to capture the amount spent to generate income.

Cost-to-income ratio increased to 61% and adjusted cost-to-income ratio increased to 59% in 2019 largely due to income pressure. In the low rate environment, we are focused on costs as we invest in our multi-year transformation programme to improve returns going forward.

 

         

Top 10 company to work for is an important measure of employee satisfaction and our participation forms part of a wider Banco Santander goal. To measure this we will seek to participate in an industry-wide ranking survey for accreditation in 2022 to check our progress towards our over arching global medium-term target. In 2019, Santander UK was accredited in the Top Employers Survey for 2020.

 

        LOGO

Financially empowered people are those unbanked, underbanked or vulnerable people who we are supporting with access to the financial system, tailored products and financial education.

In 2019, we continued to support and invest in communities across the UK to foster sustainable economic growth, contributing to Banco Santander’s target to financially empower 10 million people by 2025.

 

        LOGO

 

Santander UK Group Holdings plc   17


Table of Contents

Annual Report 2019 | Strategic report

    

 

Risk management overview

Sound risk management is at the centre of our day-to-day

activities. It benefits our business and our customers by

helping to ensure balanced and responsible growth.

 

Top risks

We regularly review the top risks that could impact our customers and shareholders. Risks actively monitored over 2019 include:

Brexit

We continue to monitor Brexit as a top risk, following the UK’s exit from the EU on 31 January 2020. Our Brexit planning is now focused on the potential outcomes of the UK and EU negotiations in respect of a Free Trade Agreement (FTA) and equivalence in financial services, by the end of 2020. We are also maintaining and refining existing plans to address a number of areas requiring cross-divisional communication including financial markets infrastructure, data, payments, third-party services, cyber, and internal and external communications. For more details on our assessment and management of Brexit risks, see page 19.

Ring-fencing implementation

We executed our ring-fencing plans, in order to meet the 1 January 2019 legislative deadline. The majority of customer assets and liabilities remain within the ring-fenced bank, providing longer-term flexibility with minimal disruption for our customers. Corporate and wholesale markets business, which is prohibited from inclusion in the ring-fenced bank, was transferred to Banco Santander London Branch. Ring-fencing resulted in significant change to our structure, people and operations, and we have retained it as a top risk to ensure continued focus on the ongoing embedding of ring-fencing culture throughout our governance and operations. This has included continued emphasis on related controls, procedures, reporting, and additional internal communications and staff training.

Building and maintaining capital strength

Regulatory uncertainty arising from decisions made by regulators on the implementation and interpretation of capital rules and on macro-prudential issues can impact upon our capital management. We continuously review our capital position on a forward looking basis, and it is also subject to the Bank of England’s stress testing regime. Publication

of the 2019 stress test results showed that we passed the stress tests, and were not required to undertake any capital actions.

For the fourth year in a row, we had the lowest stressed CET1 capital ratio impact of all participating firms, demonstrating our resilient balance sheet and prudent approach to risk, in an extremely competitive and uncertain environment. On both IFRS 9 transitional and non-transitional bases, our lowest post-stress end-point CET1 capital ratio, before and after management actions, was in excess of the CET1 hurdle rates established by the Bank of England. On both IFRS 9 bases, but after management actions, our lowest post-stress end-point leverage ratio also exceeded the Bank of England hurdle rates. Given the composition of our balance sheet, the leverage ratio is growing in importance, in terms of the binding capital constraint for our business.

Pension risk

Over the course of the past two years a number of de-risking actions have been undertaken including execution of various hedging strategies and strategic asset reallocation which has reduced the fund’s exposure to pro-cyclical assets, and improved the fund’s resilience. Despite falls in long term interest rates, the funding deficit position (2016 valuation basis) was broadly stable over the year as long term inflation also fell and asset values increased. The IAS 19 accounting position did however worsen, as in addition to these factors credit spreads narrowed, increasing the value of the liabilities. During the year we completed and agreed the Triennial Valuation process with the Trustees, which resulted in a lower funding deficit on the updated valuation basis. We have also continued to take actions to improve risk management and control, along with the associated governance procedures.

Financial crime

We recognise that financial crime activities can have a significant impact on our customers. Criminals are also increasingly using the financial system to launder the profits of illegal activity such as human

trafficking and terrorism. Significant investment in ongoing enhancement continues to be made to our financial crime control framework, and to key controls including anti-bribery and corruption measures, customer risk assessment, and screening and transaction monitoring.

Managing a complex change agenda

As part of our business planning strategy we have continued to invest in a project portfolio that supports risk, regulatory and growth requirements. In order to effectively manage our complex change agenda, we have established robust processes and controls that allow us to track any potential issues and mitigate implementation risk. In delivering key projects, we keep pace with developments in the regulatory environment and technological advances, whilst focusing on maintaining our market position and remaining competitive.

Cyber-attacks

In 2019, threats from the external cyber environment continued to evolve, due to heightened geopolitical tension, and active well-established cyber-crime groups. We monitor a range of cyber threats including attacks on payment systems, ATM networks and customer data where insider threat and network intrusion are the most common attack methods; an emerging threat from a new method, aimed at breaching organisations’ on-line customer services, (such as internet banking) and causing denial of service. In addition, Data Security and General Data Protection Regulation (GDPR) compliance continue to be key areas of concern. We have taken mitigating actions against these various threats including deployment of a cyber threat intelligence platform, increased intelligence through chairing the Geopolitical Financial Services working group and robust online service access construction utilising anti Distributed Denial of Service (DDoS) techniques. The mitigants implemented in our Cyber Security Plans are proving effective and we have experienced no significant disruption to date.

 

 

18   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

LOGO

 

 

Conduct risks

Like all UK banks we continue to see a demanding regulatory agenda focused on fair customer outcomes, avoiding customer harm (including from inertia), vulnerability and consumer protection in general. We aim to comply with all applicable regulatory requirements and we have no appetite to operate in a way that leads to unfair outcomes for our customers or that negatively impacts the market or breaches regulatory or legislative requirements. A major conduct issue that has impacted UK banks over the past few years related to Payment Protection Insurance (PPI). A deadline for customer complaints at the end of August 2019 was set by the FCA, and in the run up to this date we saw an uplift in the volume of claims to unprecedented levels, which resulted in us making an additional provision of £70m in Q2 2019 and £99m in Q3 2019 to cover this. When implementing regulatory change we are focused on ensuring that our strategy, leadership, governance arrangements, and approach to managing and rewarding staff does not lead to a detrimental impact on our customers, competition, or to market integrity. We expect all people in our organisation to take responsibility for managing risk through our I AM Risk programme.

 

Third party risks

Like other banks, we rely on a number of major suppliers, in order to continue to deliver products and services to our customers. The complexity and criticality of services provided by third-parties to the industry is a key operational risk that has been recognised by us, our peers, and the regulators. We carefully assess and monitor the degree of risk associated with our suppliers on an ongoing basis, supported by key operational risk indicators and monthly dashboards submitted by our business units. We place emphasis on a carefully controlled and managed Third Party Supplier Risk Framework, and we are enhancing resources in this area in order to manage this risk. This framework ensures that those with whom we intend to conduct business meet our risk and control standards throughout the life of our relationship with them. We monitor and manage our ongoing supplier relationships to ensure our standards and contracted service performance continues to be met.

 

LOGO

Brexit

With the general election behind us, there is less uncertainty and more clarity in the political environment. Following the UK’s exit from the EU on 31 January 2020, early indications are that the UK may seek a degree of divergence from the status quo, in its pursuit of a Free Trade Agreement. The UK and the EU will also be assessing their regulatory equivalence, in order to determine the level of access afforded to financial markets. Given the limited time available, and the Government’s stance that it does not want an extension beyond the end of 2020, a ‘no deal’ Brexit remains a risk.

Experience has shown that trading concerns for businesses and investors can have negative consequences for the economic outlook and also impact the market’s perception of future interest rates. There was a bias towards monetary easing by global central banks during the latter half of 2019, and this bias still remains at the beginning of 2020.

However, the Conservative Government’s election pledge to inject stimulus into the UK economy to smooth the UK’s exit from the EU could, if it materialises, temper the market’s expectations for lower interest rates in the future. Should rates remain relatively low for an extended period, it could prove challenging for the banking industry to achieve the longer term targets set out in their business plans.

We have executed interest rate hedging programmes for both our Balance Sheet and Pension Fund to help mitigate exposure to lower rates over the medium-term.

There are additional risks that may arise for our customers as a result of Brexit, in both Northern Ireland and Scotland. The arrangements for Northern Ireland could have impacts on its economy and could lead to a referendum on independence. In the longer term, our business interests in Scotland could also be impacted, should momentum for a second referendum on Scottish independence re-emerge. There have been renewed calls for a second vote, but the UK Prime Minister has since re-iterated his commitment to strengthening the Union.

Our Brexit planning is overseen by the Board, Board Risk Committee and Senior Management Committee. Our Brexit Working Group, comprised of representatives from across the business and support functions, completed our preparations and ensured operational readiness ahead of previous potential ‘no deal’ risk junctures in 2019. These plans will be maintained should they be required again in preparation for a ‘no-deal’ scenario later this year. Further plans will be developed when there is clarity on the future trading arrangements and their potential impacts on the bank and its customers.

 

 

Santander UK Group Holdings plc   19


Table of Contents

Annual Report 2019 | Strategic report

    

 

Risk management overview continued

Risk types

All our activities involve identifying, assessing, managing

and reporting risks. Of the Risk Types covered here several

also have Top Risks associated with them, including Operational,

Capital, Pension, Conduct, and Financial Crime risk.

 

   Market      
Credit    (Banking market)    Capital    Pension

    

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

    

Stage 3 ratio (%)    NIM sensitivity +50bps (£m)    Total capital ratio (%)    Funded defined
         benefit pension scheme
         accounting surplus(£m)
LOGO    LOGO    LOGO    LOGO
        
        
        

What we have seen

Credit quality remained strong, supported by our prudent approach to risk, proactive management actions as well as the ongoing resilience of the UK economy. Low interest rates and falling unemployment have contributed to a benign credit environment resulting in low levels of default in both the mortgage and corporate portfolios. This has also been reflected in a low cost of credit of 11bps compared to the more normalised average of 20bps to 30bps. Whilst the market continues to show resilience, we are cautious on the outlook in light of ongoing market uncertainty.

 

How we mitigate the risk

We manage our exposures carefully to ensure we stay within our risk appetite and agreed concentration limits. We have thorough credit checking and approval processes to understand the risk we take on when we lend.

 

We closely monitor the economy and where we see areas of stress we take action to reduce our exposure or to adapt our pricing to adequately reflect the risk.

  

What we have seen

2019 saw yields in the UK begin to fall in the second half of the year. The market started pricing in up to two base rate cuts on renewed fears of global slowdown, trade wars and Brexit. Though the Bank of England has kept BoE rates steady at 0.75%, we saw swap rates significantly lower than the beginning of the year. Market expectations are for future rate cuts over the next year or so, depending on the performance of the UK economy, trade deal with the EU and the wider global economic outlook.

 

Our balance sheet is positioned to benefit from a rising interest rate environment, while at the same time protecting NII in the case of a low for longer scenario.

 

How we mitigate the risk

We use a variety of approaches to protect the bank from interest rate risk. These include using financial instruments or by matching fixed rate deposits with fixed rate loans of a similar term.

 

In addition, stress testing is an essential part of our risk management, helping us to measure and evaluate the potential impact of extreme events or market moves.

  

What we have seen

Regulatory capital requirements, including leverage, have continued to increase. This trend is set to continue across the course of 2020, with the forecast increase in the Countercyclical Capital Buffer.

 

We have generated capital consistently, whilst undertaking risk management initiatives, including securitisations, to further strengthen our capital position.

 

How we mitigate the risk

We utilise a capital risk framework that informs and monitors our capital risk appetite. Capital and leverage ratios are monitored to ensure we meet current and future regulatory requirements. We also undertake wide-ranging stress testing analyses to confirm our capital adequacy under various adverse scenarios.

  

What we have seen

In recent years, UK pension funds have experienced headwinds as a result of falling long-term gilt yields driving an increase in the value of pension liabilities. In many cases these increases in liability values have only been partially offset by increases in the value of hedging assets and return-seeking assets. Where funding positions have deteriorated, additional contributions may be required. The accounting position has been affected by falls in corporate bond yields driving an increase in the value of pension liabilities.

 

How we mitigate the risk

We monitor pension risk on both the accounting and funding bases monthly against the overall risk appetite set by the Board. A range of investment strategies are used to generate income and capital growth to contribute to the funding of the scheme benefits. Hedging strategies are used to mitigate the impact of inflation and changing interest rates, as well as currency movements and falls in equity values.

 

20   Santander UK Group Holdings plc


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Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

Strategic priority key:
LOGO    Grow customer loyalty by providing an outstanding customer experience
LOGO    Simplify and digitise the business for improved efficiency and returns
LOGO    Invest in our people and ensure they have the skills and knowledge to thrive
LOGO    Further embed sustainability across our business

 

Conduct    Operational    Financial crime

LOGO

    

  

LOGO

    

  

LOGO

    

Remaining conduct

provision (£m)

  

Operational risk losses

trend (excluding PPI and

losses below £10,000) (%)

  

£75m

incremental investment in the

financial crime transformation

programme to enhance systems

and controls in 2019

  

LOGO

   LOGO
     
     

What we have seen

In recent years, a major conduct issue faced by banks related to PPI, with significant provisions set aside by the industry for redress. Following the FCA deadline in August 2019, we are now working through the outstanding stock of enquiries and complaints from unprecedented volumes received around the deadline with a view to completion in 2020.

 

We made additional PPI provisions of £169m in 2019, with no further provisions made in Q4 2019, after the August deadline for claims.

 

How we mitigate the risk

Our culture of Simple, Personal and Fair, underpinned by our nine behaviours, enables us to embed a conduct strategy within the business where we place the fair treatment of customers at the heart of what we do. We always look to improve our processes and training to ensure this, integrating fair treatment into our product and service design reviews.

  

What we have seen

Cyber risk has become an increasingly prominent issue, with various well-known companies targeted by sophisticated cyber-attacks, malware and phishing attacks.

 

In May 2019, the Contingent Reimbursement Model (CRM) Code for Authorised Push Payments (APP) came into effect, the main change being that where neither bank nor customer is to blame in a case of fraud, the bank will refund the customer.

 

How we mitigate the risk

As one of the top three risks we face, we use separate but complementary approaches to cyber risk. We operate a layered defence, focused on identifying, detecting, preventing, responding to and recovering from cyber-attacks, including simulation tests.

 

To support the CRM code, we have improved our customers’ online payment journey by adding validation and improved visibility on payment destinations. Across digital channels, branches and by telephone, we have provided more than 55 million warning messages, and many customers have been refunded.

  

What we have seen

UK regulatory change post Brexit may add further complexity to Financial Crime Risk Management. Measures are currently before Parliament for implementation of the UK AML and Sanctions Act and new UK Money Laundering Regulations will be issued in 2020. Material changes to global sanctions regimes are also a key area of focus. Santander UK is engaging with the Government on these issues.

 

How we mitigate the risk

We are committed to the strongest possible response to financial crime risks having made a number of enhancements to our systems and controls in recent years through the implementation of our Financial Crime Transformation Program. We have also undertaken a series of initiatives to enhance training and awareness, underpinned by an anti-financial crime culture agenda. In parallel, we contribute to the wider economic crime strategy, as participants in the public-private sector partnership, working closely with law enforcement and government agencies, as well as NGOs. As part of these activities, we are also strong contributors to the Government’s Economic Crime Plan.

 

Santander UK Group Holdings plc   21


Table of Contents

Annual Report 2019 | Strategic report

    

 

Risk management overview continued

 

Emerging risks in 2019

We regularly review emerging risks that could impact our business and our customers. We maintain an active dialogue with key Corporate customers to aid our overall understanding of the issues that could arise. As well as those risks identified below, we also consider the potential impacts of various economic scenarios that could arise from other factors, for example a global health emergency (such as the recent coronavirus outbreak), geopolitical conflicts or other significant global events. During the year we reviewed a range of risks associated with LIBOR transition, which are being actively managed at the Asset and Liability Committee (ALCO).

Changing customer behaviour

Customer loyalty is diluting across the Banking industry, as expectations are shifting and population demographics evolve. Increasingly customers require first class digital experiences when interacting with their banking services provider, as their expectations are increasingly defined by experiences outside of banking. This is causing disruption to the banking sector with higher demands for: digital product offerings and solutions to manage customer finances; data security and trustworthiness; immediacy and convenience; tailored value products in return for loyalty; price transparency and comparisons across providers. Santander’s customer-centric transformation is well underway, with further digital enhancements planned for deployment in 2020, truly designed around customer needs.

Rapid technological change

Successful financial service providers will be those that invest in platforms that satisfy customer expectations and at the same time deliver substantial cost reduction in order to sustain profitability. Santander UK continues to increase its number of digital customers, develop new digital channels, and improve existing digital services, as well as automating existing physical channels. We also place a high priority on technology risk management, especially cyber security, in order to protect our customers and our reputation.

Strong market competition

The UK banking market continues to be highly competitive, with an increasing concentration of revenues in mortgages. At present, our main competition comes from incumbent banks who have strengthened and restructured their activity, and also from building societies. Margins across the industry, particularly in mortgages, continue to come under pressure as a result of this

competitive environment, and this trend is expected to continue for several years ahead. Competition for deposits also remains intense and may escalate as many challenger and specialist banks need to replace funding from Government schemes in the near future. In the longer term, there is also potential for new types of competitors, such as scale digital players, to gain market presence by leveraging their large customer bases and digital customer interfaces. Digital banks are emerging globally, with many targeting the UK, as London is seen as Europe’s FinTech hub. We are focused on delivering sustainable, predictable growth in a responsible manner, and achieving consistent profitability through balance sheet strength.

Demanding regulatory agenda

We continue to face a complex regulatory change agenda. The FCA, PRA and other regulatory bodies have been progressing industry reviews across a number of areas during the year. Some key areas of focus include: PPI; High Cost of Credit Review involving the reform of overdraft charges and contingent reimbursement model for authorised push payment fraud. We are focused on managing our regulatory risks, coordinated and prioritised through specific project groups with both risk and regulatory oversight.

Uncertain economic and geopolitical environment

UK economic growth was lower in 2019, compared to 2018, as uncertainty over Brexit continued to subdue business confidence and investment. However, unemployment remains at historical lows and strong real wage growth has continued to support consumption. UK Housing market indicators have generally shown signs of improvement, in the early part of this year, including the level of transactions and price growth. The performance of the broader UK economy during the year, and the government’s housing policies, will likely have an impact upon the full extent and duration of these improvements.

Various global institutions have cited potential emerging risks to the global economic and financial system during the year, including: increasing levels of Corporate Sector Debt; a tightening of financial conditions in repo markets; China’s financial imbalances; and limited capacity of central banks going forward to prevent a fall in economic growth. Many of the risks regularly cited by these institutions may not have a direct impact on Santander UK, however they

could result in an increase in the cost of funding generally in the wholesale markets. We maintain prudent and resilient Funding and Liquidity Policies to protect the bank and our customers.

LIBOR transition

In Q4 2018, we launched our LIBOR transition programme, which includes identified Senior Managers within the bank who oversee the implementation of our transition plans. The Project has the full support of the Board and Executive Management across the bank. We recognise that there are potential risks to our customers as we transition from LIBOR to risk free rates going forward. Our LIBOR transition programme is in place to ensure a smooth transition, and to anticipate and address any potential customer and conduct related issues that could arise from the change. There are also a number of other thematic risks involved including; legal and compliance; reputational; operational and financial accounting and control. There is also some uncertainty about the likely path of evolution for the set of non-LIBOR benchmarks and markets for non-LIBOR products (including liquidity or illiquidity related issues).

In January 2020, the Working Group on Sterling Risk-Free Reference Rates set targets for 2020, including ceasing the issuance of sterling LIBOR-based cash products maturing beyond 2021 by the end of Q3 2020. The FCA and Bank of England have stated their support for these targets. We have established detailed plan timelines and milestones, including a Project Governance structure, to enable the transition to alternative rates ahead of the end of 2021.

Climate change risk

Reflecting the significant potential risks posed by Climate Change to the economy and to the financial system, in April 2019, the PRA became the first regulator in the world to publish supervisory expectations setting out how banks need to develop an enhanced approach to managing the financial risks from Climate Change. In 2019, our programme of work focused on enhancing our understanding of the most material climate change related drivers of our business model, and producing an implementation plan to fully deliver the PRA’s expectations under Supervisory Statement (SS) 3/19 ‘Enhancing banks’ and insurers’ approaches to managing the financial risks from climate change’. We are addressing climate change related risk issues through ongoing engagement across our business and support functions, co-ordinated and led by the Risk Division. Our focus will be on implementation of the plan that we delivered to the PRA in October 2019.

 

 

22   Santander UK Group Holdings plc


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Task Force on Climate-related Financial Disclosures

 

Introduction

As a group, Banco Santander supports the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), which were published with the aim of improving disclosure of climate financial risk and opportunities. As part of our strategy in the UK we have prioritised embedding sustainability in everything we do and welcome the developments of the PRA and FCA to improve management and disclosure of climate change related risks.

In October 2019, we submitted an initial UK implementation plan to the PRA to address the expectations set out in SS 3/19. Alongside this plan, responsibility for climate related financial risks was added to the Statement of Responsibility of the Chief Risk Officer (CRO) as Senior Management Function (SMF) holder. Delivering on our plan will be a multi-year programme. We are targeting the end of 2022 to achieve full adoption, aligned to the implementation path as set out in the TCFD recommendations. We are working alongside Banco Santander with a shared ambition of being a leading global bank for tackling climate change.

Governance

The CRO, as the SMF holder, is responsible for climate-related financial risks. The management of these risks lies in the first line of defence. It is therefore expected that the CRO will be supported by the business division heads to fulfil these responsibilities.

To address TCFD recommendations and PRA expectations, a Climate Change Working Group (CCWG) was launched in 2019 and re-launched in Q1 2020. This CCWG co-ordinates the efforts to deliver the implementation plan and will report on progress to the CRO, Executive Risk Control Committee and Board Risk Committee.

The first half of 2020 will see the documentation of firm-wide climate change risk management governance arrangements. This will articulate the roles and responsibilities and the committees involved across the three lines of defence.

During the second half of 2020, the link between climate change related metrics and remuneration will be defined.

 

(1)

Inframation league tables 2019, combining both Banco Santander and Santander UK.

 

Strategy

In 2019, we have developed a high-level analysis of our credit portfolios based on various climate scenarios: a business-as-usual (BAU) scenario (which trends towards 3.7°C of average global warming by 2100) and a low-carbon transition scenario (which trends towards 2°C of warming). This analysis is referred to as the ‘Climate Portfolio Screen’.

The aim of the Climate Portfolio Screen was to identify sectors and segments of the Santander UK lending book where there could be greater potential opportunities and risks associated with both the transition to a lower carbon economy and changes in physical climatic conditions.

According to this analysis, the sectors of most concern based on exposure and or potential risks are mortgages, real estate, consumer finance and automotives. For the mortgage portfolio, we are working on a project that will help us understand the physical and transition risks in our mortgage book under different climate scenarios.

We are committed to strategically aligning our business with the UN Sustainable Development Goals and the Paris Agreement. This means recognising the opportunities for climate financing. In October 2019, Banco Santander issued a 1bn green bond, focused on financing renewable energy projects from wind and solar.

Banco Santander is one of the largest renewable energy financiers, ranking as the 3rd largest lender to the sector by volume (2nd by number) of transactions in 2019 in the UK, and also ranked 1st by volume for advisory services in Europe and the UK(1). Santander UK originated £1.09bn of debt financing to 21 renewable energy projects in 2019.

Risk Management

Climate-related risks could eventually manifest in credit, market and operational risks for financial institutions. We are reviewing the appropriate parts of the Risk Framework, Risk Type Frameworks (in particular Credit and Operational risk) and the Risk Appetite Statement to explicitly include climate-related risks.

Our commitment to fight climate change is articulated in the Banco Santander and Santander UK Energy, Mining and Metals and Soft Commodities sector policies. The policies apply strict criteria to transactions related to fossil fuels, for example, prohibiting the financing of any new project for coal power plants or thermal coal mines. In 2020 we will review and update the UK Environmental Policy and Sustainability Policy to reflect climate considerations.

Metrics and targets

In disclosing metrics and targets we will look to cover both internal environmental footprint as well as the climate-related risks and opportunities of our lending activities. We aim to expand on the latter metrics in 2020 following further analysis and developments with our strategy and risk appetite.

We use 100% renewable electricity and target to maintain this for 2020. We report annually on greenhouse gas emissions, including Scope 3, in our ESG Supplement 2019. Santander in the UK will also contribute to Banco Santander’s global renewable financing target of over 120bn in green finance from 2019 to 2025.

 

LOGO

Estimated present value losses resulting from 6°C of warming, according to: The cost of inaction: Recognising the value at risk from climate change, The Economist.

 

 

LOGO


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Financial overview

We are improving efficiency while actively

managing our funding and liquidity portfolios

and capital consumption

    

    

    

 

Our 2019 financial results reflect competitive and regulatory pressures

Profit before tax was £981m, down 37% from £1,567m in 2018. Profitability was impacted by the ongoing competitive income pressure on mortgages and PPI charges, but also includes the investment we are making as part of our plan to transform the bank for the future. In what was a competitive and uncertain environment, adjusted profit before tax(2) was £1,300m, down 24% from £1,707m in 2018. This was largely due to mortgage income pressure and was reflected in the Banking NIM of 1.64% (2018: 1.80%) ROE of 4.9% in 2019 (2018: 8.2%) and adjusted return on tangible equity(2) of 7.8% (2018: 10.2%).

Net interest income was down 9%, largely impacted by mortgage back book pressure and £3.9bn of SVR attrition (2018: £4.9bn).

Non-interest income was down 7%, largely due to £58m of ring-fencing perimeter changes in 2018, partially offset by £15m additional Vocalink consideration received in Q2 2019.

Operating expenses before credit impairment losses, provisions and charges were down 1%, with the absence of £48m of ring-fencing perimeter changes, £40m of GMP equalisation costs and £38m of Banking Reform costs all

incurred in 2018. This was partially offset by £50m transformation costs(3) in 2019 and £40m higher operating lease depreciation.

Credit impairment losses were up 44% to £220m, largely due to lower mortgage releases as well as a few single name corporate exposures.

Provisions for other liabilities and charges were up £183m to £443m, largely due to additional PPI provisions of £169m and £105m of transformation programme charges(3) (predominantly restructuring costs) as well as an additional £10m other provision charge in 2019 pertaining to our retail credit business operations. Other adjustments to provisions amounted to £80m in 2018.

Supporting our customers while growing our business

Customer loans increased £5.4bn, with mortgage lending in Retail Banking up £7.4bn. This was partially offset by a reduction in corporate lending which included managed reductions in Commercial Real Estate (CRE) of £1.1bn. Customer deposits increased £5.7bn, with £3.0bn growth in Retail Banking supported by a successful ISA campaign and 1I2I3 Business Current Account inflows. Corporate deposits also increased as we focused on building strong customer relationships.

 

 

Summarised consolidated income statement

 

For the years ended 31 December   

2019

£m

   

                2018

£m

 

Net interest income

     3,295       3,606  

Non-interest income(1)

     875       937  

Total operating income

     4,170       4,543  

Operating expenses before impairment losses, provisions and charges

     (2,526     (2,563

Credit impairment losses

     (220     (153

Provisions for other liabilities and charges

     (443     (260

Profit before tax

     981       1,567  

Adjusted profit before tax(2)

     1,300       1,707  

 

(1)

Comprised of ‘Net fee and commission income’ and ‘Net trading and other income’.

(2)

Non-IFRS measure, see page 169 the financial results were impacted by a number of specific income, expenses and charges with an aggregate impact on profit before tax of £319m in 2019 and £140m in 2018. See ‘Alternative Performance Measures’ for details and reconciliation to the nearest IFRS measure.

(3)

Transformation programme investment of £155m, of which £50m is operating expenses and £105m is provisions for other liabilities and charges.

Maintaining balance sheet strength

CET1 capital was stable at £10.4bn, with ongoing capital accretion through profits retained after dividend payments, offset by market-driven pension movements. RWAs reduced largely as a result of significant risk transfer (SRT) securitisations and lower corporate lending as we continue to focus on risk-weighted returns. This was partially offset by increased RWAs in Retail Banking in line with mortgage lending growth. The CET1 capital ratio increased 110bps to 14.3%, through active RWA management. The UK leverage ratio increased 20bps to 4.7%. The quality and strength of our balance sheet was again demonstrated by the Bank of England stress test results.

 

       
    Financial highlights
 
    1.64%
    Banking NIM
    (2018: 1.80%)
 
    61%
    Cost-to-income ratio
    (2018: 56%)
 
    £165.4bn
    UK mortgage loans
    (2018: £158.0bn)
 
    £68.7bn
    Retail Banking current account balances
    (2018: £68.4bn)
 
    £7.9bn
    MREL eligible senior unsecured debt
    (2018: £9.2bn)
 
    £73.2bn
    Risk-weighted assets (RWAs)
    (2018: £78.8bn)
 

 

24   Santander UK Group Holdings plc


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The Stage 3 ratio of 1.15% (2018: 1.29%) and cost of risk of 11bps (2018: 8bps) demonstrate our prudent approach to risk.

2019 funding

In late 2018 and early 2019 there was a market expectation that a disorderly Brexit was a likely outcome. As a result we pre-funded our issuance in 2018 and held extra liquidity throughout the year to prepare for potential market disruption. This meant that we had a relatively light funding plan for 2019 with issuance of around £4.0bn, well below normal levels.

We are well placed to meet MREL requirements, with £7.9bn of senior unsecured funding from our holding company issued to date. Total wholesale funding decreased in 2019, reflecting maturities in the period, partially offset by covered bond issuances of £1bn in February 2019, 1bn in May 2019 and £1bn in November 2019, along with a senior unsecured issuance of $1bn in June 2019. In August 2019, we increased our AT1 outstanding by £200m via the issuance of a new £500m 6.3% AT1 to Banco Santander and the repurchase of the £300m 7.6% AT1 from Banco Santander.

2020 outlook

We expect our net mortgage lending to be in line with market growth, as we focus on quality customer service, retention and our

comprehensive proposition for first-time buyers. We will continue to actively manage our CRE exposures and focus on supporting our non-CRE trading business customers.

We expect pressures on Banking NIM to continue, although at a slower rate and predicated on a stable rate environment. With the SVR portfolio now 9% of the total mortgage book, we expect SVR attrition to be proportionally lower along with signs of front book margins improving. Recently announced changes to deposit pricing should also begin to offset some of these pressures in the second half of 2020. Lastly, the implementation of regulatory changes regarding the high cost of credit will also increase net interest income, although it is worth noting that this will be more than offset by a reduction in non-interest income.

We expect adjusted operating expenses to be lower in 2020 as the momentum behind our transformation programme builds and improved efficiency begins to outweigh inflationary and other pressures.

Credit impairments are likely to increase from the very low levels seen in recent years, although we do not anticipate a material worsening of credit quality given our prudent approach to risk and the supportive environment.

 

 

Summary of segmental balance sheet assets and liabilities

 

At 31 December   

2019

£bn

    

                2018

£bn

 

Customer loans

     

Retail Banking

     180.4        172.8  

Corporate & Commercial Banking

     16.3        17.7  

Corporate & Investment Banking

     4.1        4.6  

Corporate Centre

     4.5        4.8  

Total customer loans

     205.3        199.9  

Other assets

     83.2        89.5  

Total assets

     288.5        289.4  

Customer deposits

     

Retail Banking

     145.1        142.1  

Corporate & Commercial Banking

     18.2        17.6  

Corporate & Investment Banking

     6.1        4.8  

Corporate Centre

     8.4        7.6  

Total customer deposits

     177.8        172.1  

Total wholesale funding

     65.3        70.9  

Other liabilities

     29.1        30.2  

Total liabilities

     272.2        273.2  

Shareholders’ equity

     15.9        15.8  

Non-controlling interest(1)

     0.4        0.4  

Total liabilities and equity

     288.5        289.4  

 

(1)

Non-controlling interests refers to other equity instruments issued by Santander UK plc and PSA Finance UK Limited (PSA cooperation), a cooperation between Santander Consumer (UK) plc and Banque PSA Finance SA (accounted for as a subsidiary).

Since 31 December 2019, trends evident in the business operating results have not changed significantly.

 

        
   

LOGO

 

Santander UK passes

the 2019 Bank of England stress test

 

The results of the latest Bank of England stress tests were released in December 2019. The parameters of the stress scenario were very similar to the 2018 stress test, with severe downturns in GDP of 4.7% and house prices of 33% along with a sharp increase in unemployment to 9.2%. Additionally, the stress scenario reflects the expected result of such a downturn with bank rate increasing to 4% in response.

 

With a stressed CET1 ratio of 10.8% after allowed management actions and on an IFRS 9 transitional basis, we were well above the threshold requirement of 8.1%. Additionally, with a stressed leverage ratio of 3.8% after allowed management actions, we were above the threshold requirement of 3.57%.

 

As a result of the exercise, the Bank of England did not require Santander UK to undertake any actions.

 

The outcome of the stress test underlines the quality of our UK-based balance sheet as well as our strong risk management practices.

 

LOGO

 

(1)  CET1 ratio drawdown is defined as CET1 ratio at 31 Dec 18 less minimum stressed CET1 ratio (before strategic management actions or AT1 conversions)

 

 

Santander UK Group Holdings plc   25


Table of Contents

Annual Report 2019 | Strategic Report

    

 

Sustainability review

We believe that our business performance should not

be considered separately from the prosperity of all our

stakeholders and sustainability of the wider environment.

 

LOGO   Customers

We want to help people and businesses prosper and aim to do so by being Simple, Personal and Fair in everything we do.

Inclusive digitalisation

We continue to innovate to make our digital offerings more customer-friendly, secure and accessible. In 2019, Santander became the first UK high street bank to introduce tailored fraud warnings on our mobile app. We’ve also introduced customer-friendly authentication, including the ability to authorise online shopping transactions using a fingerprint or facial recognition. We have extended these authentication capabilities to customers initiating payment requests via Online Banking.

In 2020, we’ll launch a quicker online banking logon experience. Following the launch of Voice ID in April 2019, 226,490 customers have registered with over 1.4m Voice ID

verifications during 2019. Our mobile banking app scores highly with users, ranking 4.8 on iOS and 4.5 on Android, both out of 5.0. In Q4 2019 we completed the work to deliver card controls to our mobile app, including the ability for customers to temporarily block their card when lost or stolen. This was piloted in 2019 and will be fully rolled out in the first quarter of 2020. Customers can also apply blocks to online, contactless, international and gambling transactions.

In 2019, we launched Santander Chat to all Online Banking customers, made up of an automated virtual assistant ‘Bot’ and messaging via a live agent. This provides an authenticated platform for secure conversations and transactions. In 2020, we plan to bring this service to our mobile app, and increase the end-to-end transactions that the Bot can perform on behalf of customers.

Cyber security collaboration

We recognise that, in parallel with the increase in digital banking, we must continually improve our cyber defences and data protection. Our response to the cyber threat is to continue to implement a global, multilayered and agile resilience framework.

Improved awareness is the foundation of cyber defence so we engage with customers, regulators, partners and everyone across the organisation to enhance their understanding of cyber security. We hosted nine Cyber Awareness workshop sessions across our branch network in 2019 to help educate our

customers on the threats they face online. We continued to invest in emerging cyber security talent, and the first cohort of our Digital Apprentices will graduate in 2020 with the skills to become the next generation of cyber experts.

Transforming our branch network

The way customers are choosing to bank with us is changing. With more people choosing to engage through our digital platforms, there’s been an impact on the use of our branch network. We conducted an extensive review of the network to reshape it to meet our customer needs. Our network is evolving, made up of a combination of larger branches offering community facilities to support local businesses and customers as well as smaller branches using the latest technology to offer customers more convenient access to banking services. As part of this, we’ve refurbished 87% of our network.

The introduction of Work Café demonstrates how we’re exploring different ways to use our branches to meet customer needs. Santander opened its first UK Work Café in Leeds in July 2019. Since launch we’ve had 30,000 customer visits to use the co-working and bookable rooms, attend an event, or talk to our specialists.

We’re a signatory to the Access to Banking Standard which ensures open and fair communication where banks close branches. In 2019, we closed 140 branches in line with this standard, following reviews to ensure our

 

LOGO


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

LOGO

 

    

resources are targeted to meet the changing needs of customers. We’ve signed up to the Banking Framework 2, an agreement that allows customers to access 11,000 Post Office outlets to take out or pay in cash and cheques and obtain a balance. We’re also working with UK Finance and other banks to support communities’ access to cash.

 

Supporting our vulnerable customers

Building capability across the bank to better support vulnerable customers is a focus of our Vulnerable Customer Strategy. In 2019, we launched an award-winning internal training programme, ‘Perspectives’, featuring real customer stories. This covers dementia, autism, PTSD, financial abuse and confusion and aims to raise awareness, reduce stigma and equip colleagues to better identify and respond to those who need support. Since launch in May 2019 these films were viewed 46,755 times.

 

We have been working with Alzheimer’s Society to become a more dementia-friendly bank, auditing our branches and improving our products and services for people living with dementia (find out more on page 30).

   

 

We’ve also been working with charities and industry forums to respond to challenges such as harmful gambling and financial abuse. Our approach to tackling harmful gambling is informed by a bespoke social insights approach in collaboration with gambling charities, the gambling industry and people with first-hand experience. This allows us to better understand our role in this area and how we can be effective in the detection and prevention of gambling-related financial harm.

 

Throughout 2020 we will continue our work on the underlying initiatives that support our overall Vulnerable Customer Strategy, providing colleagues the tools and support they need to deliver for all our customers.

 

Championing ambitious SMEs

SMEs are at the heart of our country’s economy, but starting and running a business presents a wide range of challenges. Santander Breakthrough is designed to provide support at every step through events, insights and partnerships. In 2019, we supported over 5,600 businesses from their light bulb moment through to starting up, scaling up and beyond. Our Growth Capital Team provided financial support with £24.3m of growth capital and £90.8m of senior debt to 27 companies.

 

 

 

The launch of our Breakthrough online platform gives business owners better access to support and insights. It also provides the ability to find local Breakthrough business events, of which we ran 188 in 2019. We also launched our Trade Club Alliance, a new digital platform to help businesses boost global trade with market data on over 180 countries. We supported over 650 businesses in 2019 in trade events.

 

We entered a three year partnership with the British Library’s Business and IP Centre network, aimed at supporting early stage businesses with key skills such as marketing and managing finances.

 

We are a proud signatory to the Investing in Women Code and support female entrepreneurs with initiatives such as our national mentoring programme.

 

 

LOGO

 

Supporting first

time buyers

 

Offering unparalleled

support to new buyers

 

First time buyers (FTBs) are a key strategic focus for us, and in 2019 we were proud to win Your Mortgage’s Best First-Time Buyer lender. In 2019, we helped over 37,000 customers into their new home by lending £5.5bn, supporting 37% more customers than the year before. In 2019, Santander was the first lender to launch a free home condition report that helps FTBs identify any potential issues with the home before they buy, avoiding unexpected costs. We also continued to improve our online mortgage servicing hub, including the retention service, with 60% of customers choosing to change their deal online, an increase of 10% from 2018. The convenience of online mortgage services means over 50% of regular overpayments are now made online. Our ambition is for branches to become an integral part of the local community providing unbiased financial education. Since launch in September 2019, we’ve completed over 1,000 FTB events in our branches, providing unbiased advice for those interested in buying their first home.

 

Santander UK Group Holdings plc   27


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Annual Report 2019 | Strategic Report

    

 

Sustainability review continued

    

 

LOGO

 

LOGO   Shareholders

We aim to deliver a long-term, sustainable return for our shareholders while helping people and businesses prosper.

Part of a global bank

We are a subsidiary of Banco Santander SA and part of the Banco Santander group, a leading retail and commercial bank headquartered in Spain. Our ordinary shares are all held by Banco Santander group companies and are not listed, although our preference shares are listed on the London Stock Exchange. We also have other equity instruments in the form of AT1 securities issued in 2014, 2015, 2017 and 2019.

Under the subsidiary model operated by Banco Santander, autonomous subsidiaries are responsible for their own liquidity, capital management and funding. This not only mitigates the risk of difficulties in one subsidiary affecting another, it allows local market knowledge and expertise to be utilised and provides considerable operational flexibility.

We benefit from the strong Santander brand along with experience and expertise from a global banking group. Systems development capacity can be shared along with common technology platforms and innovations, creating a significant competitive advantage.

Consistent shareholder returns

Our consistent profitability has enabled us to pay a dividend every year since 2008. Our policy is to declare a dividend of 50% of earnings attributable to ordinary shareholders.

In 2019, we began a multi-year transformation programme to reshape the bank to support our customers better. By focusing on simplification, digitisation and customer experience, we aim to improve returns in the medium-term.

Investor engagement

Our UK Investor Relations team actively engages with institutional investors across the globe, working alongside our funding and capital teams for new issuances and building and maintaining relationships with fixed income investors and analysts.

The UK Investor Relations team provides a two-way link between investors and senior management, focusing on both external messaging and communication whilst providing feedback from investors to the Board.

 

LOGO

£709m

profit after tax

(2018: £1,164m)

 

 

 

LOGO

 

Fair pay

 

We offer our people a fair and competitive reward package

 

Our Reward Framework is reviewed annually against the external marketplace. Salary reviews, and changes to reward policies, are assessed for any adverse impacts on a particular group.

 

Salary ranges and Pay Progression arrangements are visible to all colleagues. We embrace transparent reporting, evidenced by our detailed Gender Pay Gap report, voluntary disclosure of our CEO pay ratio in our Remuneration Implementation Report, input to government consultations on ethnicity pay reporting, and testing of potential reporting methodology.

 

We work in partnership with recognised trade unions and consult on any changes to our Reward Framework. We are proud to have been an accredited Real Living Wage employer since 2015. Recent pay changes for colleagues include increases to entry level starting salaries, and improvements to our Pay Progression scheme.

 
 
 
 

 

28   Santander UK Group Holdings plc


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LOGO

 

    

LOGO   People  

 

employee-led diversity networks, which collectively have over 10,000 members across the bank. This year we launched our network for Social Mobility to help create a level playing field for all colleagues irrespective of their background. We are a signatory to the Social Mobility Pledge and benchmark as a top 20 employer in the Social Mobility Index (up from 49th in 2018).

 

We continued with a number of targeted actions to improve our gender diversity. Our progress is detailed in our latest Gender Pay Gap report. Women made up 32.1% of senior managers, 26.7% of our Executive Committee and 25% of our Board (including Executive and Non-Executive Directors) at 31 December 2019. For the Business in the Community (BiTC) ‘Race at Work Charter, One Year on’, we continue to make good progress, having achieved two actions. We also were the headline sponsor of Pride:MK, the first Pride event in Milton Keynes, and were classed as a Top Ten Employer at the British LGBT Awards.

 

We support a range of apprenticeship schemes up to degree level and provide a graduate development programme ‘Accelerating Capability’. We have 421 apprentices, of which 46% are female, and recruited 97 graduates, of which 59% are female, through partnerships with 86 UK universities.

 

Learning

In 2019, our people undertook 144,703 training days and we invested £10.6m, equipping them with the skills they need for now and in the future, including digital skills. We launched a new learning platform, MIO, which is a key enabler of a continuous learning environment. MIO provides a variety of training styles, from 2-3 minute bursts to themed box set content to support colleagues. In 2019, 484 people managers

 

LOGO

 

85%

Of employees felt positive

that Santander has created an

environment where people of

diverse backgrounds can succeed.

 

 

completed our new ‘Leading our Future’ toolkit for building inclusive and resilient teams. Our Leadership Development focus was on digital knowledge and skills, leading change and transformation capability and driving collaboration, with initiatives including a Digital Leaders Academy for senior leaders.

 

Prioritising wellbeing

In a time of change at Santander and in financial services, we aim to help colleagues build personal resilience and feel supported. In 2019, we repositioned our wellbeing proposition to cover Physical, Mental, Financial and Social Wellbeing and held a number of wellbeing events. We supported Public Health England’s Every Mind Matters Campaign and signed the BiTC Mental Health at Work Commitment at launch. We’re building a Wellbeing Hub that brings all of our support into one place. This will help colleagues to proactively access support and information across diverse topics such as nutrition, sleep, stress, finances, body image and more. Our Mental Wellbeing colleague network now has over 2,190 members.

 

Working in partnership

During 2019, we consulted our recognised trade unions Advance and Communication Workers Union (CWU) on restructuring proposals as the bank simplifies to become more efficient. Our mutual focus is to minimise job losses by prioritising redeployment or re-training of colleagues affected. Outplacement support is offered to all colleagues affected by change.

 

We aim to create a thriving workplace that attracts, retains and rewards talented and committed people. Our culture promotes inclusion and diversity, prioritises wellbeing and develops the skills of our people.

 

Culture

Our culture of Simple, Personal and Fair is underpinned by our nine behaviours, enabling our colleagues to thrive. In 2019, we were again recognised as a Top Employer by the Top Employers Institute.

 

Our goal to be a high-performing and responsible business is reflected in the 2019 Global Engagement Survey (GES) with 85% of colleagues feeling ‘We act responsibly and make a positive contribution to society’, 13% above the external benchmark(1). In 2020, we will focus on transformation through simplification, driving a learning culture and being an inclusive and responsible organisation.

 

Employee engagement

We foster an open dialogue between employees and our Executive Committee. In 2019, we held a series of internal roadshows and a virtual ‘Santander Conversation’, reaching over 2,800 employees. This gave the Executive Committee the opportunity to discuss our vision and roadmap and hear from colleagues. Colleague engagement levels remained relatively stable in a period of transformation and change. Additionally, 992 colleagues participated in virtual focus groups in 2019 to help better understand employee experience.

 

Building a bank for everyone

Our approach to Inclusion and Diversity is to be a workplace where anyone and everyone can learn, grow and succeed, while being themselves. In 2019, our employee survey results showed that 88% of employees felt positive that their line manager is open and inclusive, promoting diversity. We have seven

 

(1)  Financial sector benchmark taken from the survey provider Mercer Sirota. The financial services sector norms are based on more than one million employees answering 114 surveys over the last five years.

 

 


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Annual Report 2019 | Strategic Report

    

 

Sustainability review continued

 

LOGO   Communities

We support and invest in communities across the UK to foster sustainable economic growth.

Helping our communities prosper

We’re changing the way we partner with charities to ensure strategic collaborations which help us to become a more responsible bank. On top of employee fundraising and volunteering, we have developed joint strategic initiatives to address pressing challenges. For instance, in January 2019 we appointed Alzheimer’s Society as our new charity partner for 2019-2021. Our aim is to leverage the charity’s expertise to help us become a digitally dementia-friendly bank.

Financial inclusion and literacy

Financial inclusion and literacy are critical elements of our strategy. Santander colleagues supported over 25,000 students through our in-school mentoring programme focused on money management, digital skills and careers. We also reached almost 200,000 young people during My Money Week, helping 4 – 19 year olds to gain confidence in money matters.

We used our UEFA Champions League flagship sponsorship and partnered with National Numeracy to bring the power of football and education together and tackle the fact that 40% of people in the UK don’t feel ‘fully confident’ with everyday budgeting and money management. We created The Numbers Game: 13 UK-wide roadshows through which we engaged over 20,000 children, families and young adults, resulting in over 11,900 people completing the experience.

Use of National Numeracy online learning materials increased 31% since we started our tour, doubling their engagement rate. Our on-site research showed that 85% of people gained a better understanding of the importance of numbers in everyday life, while 87% believed that being confident with numbers helped them to manage their money better.

Innovative fraud and scams education

In June 2019, Santander teamed up with Kurupt FM from BAFTA-winning BBC TV show People Just Do Nothing to create its latest fraud awareness campaign, ‘MC Grindah’s Deadliest Dupes’. Statistics show

that Generation Z are among the most likely to fall victim to scams, and their behaviours online can make them vulnerable to fraudsters. In the last year, identity theft among people under 21 has risen by 26% while 50% of money mules are aged 26 or under and 27% are aged 21 or under.

We partnered with Barnardo’s to deliver the content we created with Kurupt FM to some of the most vulnerable young people, reaching approximately 220,000 in their network. We ran seven workshops with Barnardo’s, resulting in 83% of attendees saying they now felt more confident on how to avoid these scams.

In 2019, the Santander Foundation, a separate legal entity that operates independently from Santander UK, reviewed its strategy and explored how to deliver a greater positive impact within our communities. Following this, the Foundation will launch a new Grants Giving programme in 2020 to support digital and financial skills. During 2019, the Foundation continued to support local charities via the Matched Donations programme, approving 1,694 in employee-submitted requests.

Santander Universities

Santander Universities is our global programme supporting education, employability and entrepreneurship across students in higher education. Since 2002 Banco Santander has donated over 1.7bn to universities, making us one of the largest global corporate contributors to higher education. In the UK, we donated over £88m to 86 partner universities in the last 12 years.

Our Vision 2020 goal is to provide life-changing opportunities, ensuring by the end of 2020 that 80% of individual recipients are from widening participation backgrounds and aspiring to an equal gender balance. In 2019, we directly supported more than 15,000 students. Over 1,400 SMEs have benefited from the Santander Universities Internship scheme with 1,700 student interns, of which over 50% went on to employment, exceeding our target.

In 2019, we launched the Santander Universities two year Women in Engineering Programme. This initiative focuses on dedicated support for women undertaking an engineering degree, addressing the gender gap in engineering studies. Of the 81 female students supported, 30 were selected for a scholarship, an internship and a trip to the USA to an engineering company.

 

 

 

LOGO

 

Becoming the best dementia-friendly

bank in the UK

 

850,000 people are estimated to be living with dementia in the UK, a figure set to increase. In 2019, we launched a three year partnership with leading dementia charity Alzheimer’s Society and Alzheimer Scotland, aiming to fundraise £1.5m and leverage their expertise to become the most dementia-friendly bank in the UK. In 2019, Alzheimer’s Society audited a cross-section of our branches and contact centres to help us better support customers affected by dementia. In 2020 we’ll implement their recommendations, including training three Dementia Ambassadors in each branch region and contact centre. We’re also using Alzheimer’s Society expertise to improve our products, services and digital access. In 2019, we created Santander’s dementia steering group made up of people living with and caring for people with dementia. This permanent group will continue to advise us on how to become a more dementia friendly bank, including a review of our ATM journey.

 

LOGO

£745,000

Raised for Alzheimer’s Society in the first year of partnership, exceeding our target with record employee engagement.

 

LOGO

 

 

30   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

LOGO   Ethics and Environment

We are committed to upholding the highest ethical standards.

Responsible lending

As part of the Banco Santander group, we comply with the Equator Principles, factoring social, ethical and environmental impacts into our risk analysis and decision making process for financial transactions. These principles address climate change, prevention of pollution and toxic waste emissions, biodiversity, indigenous peoples and human rights.

Our policy on Aerospace and Defence, Energy, Mining & Metals and Soft Commodities and our Sensitive Social and Ethical Sectors policy continue to define our approach towards creating long-term value while managing reputational, social and environmental risks.

In 2019, we further improved these policies by introducing prohibitions and strengthening restrictions on a range of activities. Prohibited activities now include the provision of products or services for new Coal Fired Power Plant (CFPP) projects and taking on new clients with existing CFPPs. Restricted activities include transactions specific to CFPPs for existing clients which do not significantly improve environmental impacts, such as a significant reduction of CO2. Our Reputational Risk Forum reviews and approves all restricted activities to ensure that they fall within our risk appetite. This forum reviews, monitors and escalates key decisions around financial and non-financial reputational risks to the Board.

Renewable financing

In 2019, Santander was the 3rd largest lender among renewable energy financiers in the sector by volume (2nd by number of transactions) in the UK, and also ranked first by volume for advisory services in Europe and the UK(1). As part of this, Santander UK originated £1.09bn of debt financing to 21 renewable energy projects in 2019. We provide advisory and financing solutions for renewable and alternative energy clients across a range of renewable schemes, including onshore and offshore wind, solar and biofuel projects. In 2019, we further

enhanced our services by increasing the range of technologies we support and at the same time introduced a number of innovative funding structures. In particular, Santander advised in the refinancing and acquisition of 2 offshore wind farms in the UK and 2 onshore wind portfolio financings across the whole of Europe, which will afford clients flexibility to fund their future growth in this sector.

Environmental performance

We strive to reduce our operational impact on the environment. In 2019, our offices and data centres successfully recertified for ISO 14001 and transitioned to the new ISO 50001 standard.

Our energy data platforms allow us to accurately manage each of our properties that have a smart meter installed, and we reduced electricity use by 6.6% and gas usage by 10.7% in 2019. We also use lifecycle assessment to maximise energy saving opportunities when upgrading facilities. Our water use also reduced by 8.3% in 2019 with installation of efficient water fittings in three offices. We have a network of over 2,800 Green Champions to embed sustainability and green behaviour into site culture. These Champions ran 12 roadshows across our offices in 2019.

Ethical supply chain

We want to do business with companies who share our values. Our standard supplier contracts include specific requirements to respect human rights and ethical labour practice based on the principles of the UN Global Compact.

In 2019 we improved our Third-Party Risk Management (TPRM) framework, processes and policies, including enhancements to meet new European Banking Authority outsourcing requirements. Our third-party policy reflects our Board-approved Risk Appetite Statements, including specific provisions on forced labour. Our Third-Party Code of Conduct was launched this year, with reference to Banco Santander group Human Rights Policy and International Labor Organization (ILO) standards.

We completed a full review and update of our third-party supplier control assessment approach as part of improvements to third-party due diligence. The new framework was effective in August 2019 and with an

external partner we completed 15 on-site suppliers assessments in 2019, with further assessments scheduled for 2020.

Anti-Financial Crime,

Anti-Bribery and Corruption

Our Anti-Financial Crime (AFC) strategy is set around the three principles of ‘Deter, Detect and Disrupt’. In 2019, we continued to drive a culture of AFC across the business and with partners. We ran 10 events for the UK’s Regional Organised Crime Units to better work with law enforcement to protect customers. We also held 8 AFC Culture roadshows with 510 colleagues attending, of which 96% better understood the AFC Vision and 69% said they will change behaviour.

We enhanced our governance of AFC by launching a Strategy & Policy forum in September covering strategy, anti-money laundering, counter-terrorism financing and sanctions. We also engaged with government and law enforcement stakeholders to shape the reforms that are part of the government’s Economic Crime Plan, which aims to improve the resilience of the UK’s overall defences against financial crime.

 

 

 

LOGO

 

Tackling modern slavery and human trafficking

 

This year we worked with non-profit ‘Stop the Traffik’ to raise awareness and expertise in Santander on modern slavery and human trafficking (MSHT). As a financial institution, we are uniquely placed to deter, detect and disrupt those profiting from this criminal industry. We ran a targeted campaign with Stop the Traffik to raise awareness and capability in branch staff in a location at high risk for MSHT. Stop the Traffik also held masterclasses at our AFC roadshows. We work closely with law enforcement and the Joint Money Laundering Intelligence Taskforce (JMLIT). In 2019 our Financial Crime team were actively involved in cases, including one which resulted in the arrest of suspects after migrants were found in the back of a lorry. Our Modern Slavery Statement is published online and subject to approval from the Board and Responsible Banking Committee.

 

 

(1)

Inframation league tables 2019, combining both Banco Santander and Santander UK.

The Directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006. Under the UK Companies Act 2006, a safe harbour limits the liability of Directors in respect of statements in and omissions from the Strategic Report. Under English law the Directors would be liable to the Company, but not to any third party, if this report contained errors as a result of recklessness or knowing misstatement or dishonest concealment of a material fact, but would otherwise not be liable. The Strategic Report has been drawn up and presented in accordance with and in reliance upon English company law and the liabilities of the Directors in connection with these reports shall be subject to the limitations and restrictions provided by such law.

 

Santander UK Group Holdings plc   31


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Annual Report 2019 | Strategic Report

    

 

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32   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

Governance

    

    

    

 

 

Our governance

The UK Corporate Governance Code 2018 (the Code) sets out the framework for premium listed companies in the UK. The Code is the corporate governance code applied by the Company, with appropriate amendments as a fully owned subsidiary, and the standard against which we measure ourselves.

This Governance section (including the Chair’s report on Corporate Governance, the Committee Chair Reports and the Remuneration Policy and Remuneration Implementation reports) detail how the Company has applied and complied with the principles and provisions of the Code.

Any principles and provisions of the Code that are not precisely followed are detailed in the Directors’ Report on page 68.

How our governance supports the delivery of our strategy

All Directors are collectively responsible for the success of the Company. The Non-Executive Directors exercise objective judgement in respect of Board decisions, and scrutinise and challenge management. They also have various responsibilities concerning the integrity of financial information, internal controls and risk management.

The Board is responsible for setting our strategy and policies, overseeing risk and corporate governance, and monitoring progress towards meeting our objectives and annual plans. It is accountable to our shareholder for the proper conduct of the business and our long-term success, and seeks to represent the interests of all stakeholders.

               
    Contents   
 
    Governance    33
 
    Board of Directors    34
 
    Corporate Governance report    36
 
    Chair’s report on corporate governance    36
 
    Board Nomination Committee Chair’s report    40
 
    Board Risk Committee Chair’s report    42
 
    Board Audit Committee Chair’s report    48
 
    Board Responsible Banking Committee Chair’s report    54
 
    Directors’ Remuneration report    56
 
    Board Remuneration Committee Chair’s report    56
 
    Remuneration policy report    57
 
    Remuneration implementation report    60
 
    Board and Committee membership and attendance    64
 
    Directors’ report    65
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
 

 

Santander UK Group Holdings plc   33
 

 


Table of Contents

Annual Report 2019 | Governance

    

 

Board of Directors

 

1 Shriti Vadera

Chair

Appointed as Chair in March 2015, previously Independent Non-Executive Director and Deputy Chair from 1 January 2015

Skills and experience

Shriti was an investment banker with SG Warburg/UBS from 1984 to 1999, on the Council of Economic Advisers, HM Treasury from 1999 to 2007, Minister in the UK Government from 2007 to 2009 (Cabinet Office, Business Department and International Development Department), G20 Adviser from 2009 to 2010, and advised governments, banks and investors on the Eurozone crisis, banking sector, debt restructuring and markets from 2010 to 2014. She was a Non-Executive Director of AstraZeneca plc between 2011 and 2018.

Other principal appointments

Chair of Santander UK plc*. Senior Independent Director of BHP.

Board Committee memberships

Board Nomination Committee

2 Ed Giera

Independent Non-Executive Director

Appointed 19 August 2015

Skills and experience

Ed is currently Principal of EJ Giera LLC, providing corporate finance advisory and fiduciary services, and the Manager of Boscobel Place Capital LLC, a private investment partnership focused on the global financial services sector. Formerly, his executive career was with JP Morgan Securities, the investment banking affiliate of JP Morgan Chase & Co.

Ed also previously served as a Non-Executive Director at Pension Corporation Group Limited, ICBC Standard Bank plc, the Renshaw Bay Structured Finance Opportunity Fund, NovaTech LLC and the Life and Longevity Markets Association.

Other principal appointments

Independent Non-Executive Director of Santander UK plc*. Non-Executive Director of the Renshaw Bay Real Estate Finance Fund.

Board Committee memberships

Board Audit Committee

Board Responsible Banking Committee

Board Risk Committee

3 Chris Jones

Independent Non-Executive Director Santander UK’s Whistleblower’s Champion

Appointed 30 March 2015

Skills and experience

Chris was a partner at PwC from 1989 to 2014 and was a Senior Audit Partner specialising in the audit of banks and other financial services companies. He also led PwC’s EMEA Financial Services practice. He is a past president of the Association of Corporate Treasurers and a former Chairman of the Advisory Board of the Association of Corporate Treasurers.

Other principal appointments

Independent Non-Executive Director of Santander UK plc*. Audit and Risk Committee member of the Wellcome Trust. Non-Executive Director of Redburn (Europe) Limited. Board member of the Audit Committee Chairs’ Independent Forum.

Board Committee memberships

Board Audit Committee

Board Remuneration Committee

Board Risk Committee

4 Scott Wheway

Independent Non-Executive Director Senior Independent Director

Appointed 10 January 2014

Skills and experience

Scott brings extensive retail and consumer knowledge to the Board, having formerly held senior roles at Tesco plc, including Operations Director and CEO, Tesco Japan. He was then CEO of Best Buy Europe and Managing Director and Retail Director of The Boots Company plc and Managing Director of Boots the Chemist at Alliance Boots plc. Scott is also a former Non-Executive Director of Aviva plc and Chairman of Aviva Insurance Limited.

Other principal appointments

Independent Non-Executive Director of Santander UK plc*. Interim Chairman of Centrica plc. Chairman of AXA UK plc.

Board Committee memberships

Board Nomination Committee

Board Remuneration Committee

Board Responsible Banking Committee

Board Risk Committee

LOGO

 

 

34   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

LOGO  

For full bios visit

www.santander.co.uk/uk/about-santander-uk/about-us/non-executive-directors

 

5 Ana Botín

Banco Santander Nominated

Non-Executive Director

Appointed 10 January 2014, NED from 29 September 2014

Skills and experience

Ana joined the Banco Santander group in 1988 and was appointed Executive Chair of Banco Santander SA in September 2014. She has been a member of Banco Santander SA’s Board and Executive Committee since 1989 and previously served as CEO of Santander UK plc between 2010 and 2014. Ana directed Banco Santander’s Latin American expansion in the 1990s.

Other principal appointments

Non-Executive Director of Santander UK plc*. Executive Chair of Banco Santander SA* and Director. Non-Executive Director of The Coca-Cola Company. Vice-Chair of the Empresa y Crecimiento Foundation. Vice-Chair of the World Business Council for Sustainable Development. Member of the MIT’s CEO Advisory Board.

Board Committee memberships

Board Nomination Committee

6 Bruce Carnegie-Brown

Banco Santander Nominated

Non-Executive Director

Appointed 16 September 2019

Skills and experience

Bruce is a Vice Chairman and Lead Independent Director of Banco Santander SA* and Chairman of Lloyd’s of London.

Bruce has served as Non-Executive Chairman of Moneysupermarket.com Group plc and a Non-Executive Director of JLT Group plc. He was also Non-Executive Chairman of Aon UK Ltd, and was Senior Independent Director at Close Brothers Group plc and Catlin Group Ltd. As an executive, he was co-founder and managing partner of the listed private equity division of 3i Group plc, President and CEO of Marsh Europe and a managing director of JP Morgan.

He was previously a Non-Executive Director of Santander UK plc* between 2012 and 2017, and a Non-Executive Director of Santander UK Group Holdings plc* between 2014 and 2017.

Other principal appointments

Non-Executive Director of Santander UK plc* since September 2019. Vice Chairman and Lead Independent Director of Banco Santander SA*. Chairman of Lloyd’s of London.

7 Nathan Bostock

Executive Director

Chief Executive Officer

Appointed 19 August 2014

Skills and experience

Nathan joined Santander UK from RBS, where he was an Executive Director and Group Finance Director. He joined RBS in 2009 as Head of Restructuring and Risk, and Group Chief Risk Officer. He previously spent eight years with Abbey National plc (now Santander UK plc*) and served on the Board as an Executive Director from 2005. During his time with Abbey National plc, he held other senior positions including Chief Financial Officer.

He was also at RBS from 1991 to 2001 in a number of senior positions and spent seven years before that with Chase Manhattan Bank, having previously qualified as a Chartered Accountant at Coopers & Lybrand (now PwC).

Other principal appointments

Chief Executive Officer of Santander UK plc*. Member of the Financial Services Trade Investment Board.

8 Madhukar (Duke) Dayal

Executive Director

Chief Financial Officer

Appointed 16 September 2019

Skills and experience

Duke has extensive financial services experience in a wide range of areas. Before joining Santander UK*, he worked for Santander US* in Boston as CFO of Santander Holdings* (April 2016 – July 2019) and President and CEO of Santander Bank NA* (September 2017 – July 2019).

Prior to joining Santander, Duke was with BNP Paribas for six years, where he served as Chief Financial Officer for BNP Paribas USA Holdings, BancWest and Bank of the West. Before that he helped lead a private equity start-up for JP Morgan Chase & Co, Brysam Global Partners. Prior to that, he spent eight years with Citi.

Duke also served as a member of the Executive Committee on the Board of Trustees for the Institute of International Banking in New York as a Board member of the Federal Home Loan Bank of Pittsburgh.

Other principal appointments

Chief Financial Officer of Santander UK plc*.

LOGO

 

*

Part of the Banco Santander group.

 

 

Santander UK Group Holdings plc   35


Table of Contents

Annual Report 2019 | Governance

    

 

Chair’s report on corporate governance

My report describes the roles, responsibilities

and activities of the Board and its Committees.

 

          

LOGO

    

The Board focuses on supporting and challenging management to achieve our strategy and transformation programme.

    

LOGO

    

Shriti Vadera

Chair

2 March 2020

 

LOGO

 

(1)  In addition, ad hoc Board Committee meetings were held to consider the Company’s application for the RBS Alternative Remedies Incentivised Switching Scheme and conduct matters.

    

     

    

Board activities

Read more on p39

 

Board and Committee

membership and attendance

Read more on p64

    

    

     

Our governance

Maintaining high standards of corporate governance is an essential element underpinning the long-term sustainable success of the Company.

In addition to the UK Corporate Governance Code 2018 (the standard against which we measure ourselves), our governance practices and rules are set out in a number of our key documents, principally:

The UK Group Framework, which defines clearly our responsibilities and relationship with Banco Santander SA, our shareholder, taking account of our fiduciary and regulatory responsibilities. This provides us with the autonomy to discharge our responsibilities in the UK in line with best practice as an independent board while providing Banco Santander SA with the oversight and controls it needs. Clarity of roles and responsibilities is key to ensuring proper accountability for decisions and outcomes; and

The Corporate Governance Framework, which is designed to assist the Board of Directors in discharging their responsibilities and ensuring an appropriate scheme of delegation throughout the Santander UK group.

The Board’s schedule and activities are planned to ensure that directors have regard to the matters necessary to promote the success of the Company, including the broader implications of their decisions for all the Company’s stakeholders including its shareholder.

Ring-fencing implementation

Following ring-fencing requirements which came into force on 1 January 2019, the Boards and Committees of Santander UK Group Holdings plc and Santander UK plc operated simultaneously with 100% common director membership because the substantive business of the Santander UK group was conducted by Santander UK plc, our ring-fenced bank. The Boards consisted of 7 Independent Non-Executive Directors (INEDs) including the Chair, 3 Executive Directors (EDs) and 4 Group-appointed Non-Executive Directors (GNEDs). These arrangements were agreed by our regulators, and ensured the efficient management of Board activities, promoting the effective oversight of the

business, and were enabled by means of compliance with various ring-fencing rule modifications granted by the PRA. Under the UK Group Framework, in light of the fact that Santander UK Group Holdings plc is fully owned by Banco Santander and that the Chair is independent of the shareholder, the Chair is counted as an INED. This does not comply with Code provisions.

During the year, we developed a revised strategy to optimise the business of Santander Financial Services plc (formerly Abbey National Treasury Services plc), in effect our non-ring-fenced bank, which will be completed in 2020. In order to comply with regulatory requirements to ensure the integrity of ring-fencing in Santander UK plc, our ring-fenced bank, we are required to make changes to the Santander UK Group Holdings plc Board, such that it will no longer have complete membership in common with Santander UK plc. Three INEDs stepped down from the Santander UK Group Holdings plc Board with effect from 31 December 2019 and will therefore be Directors of the ring-fenced bank only (Double INEDs). At the same time, in order to ensure that its Board continues to comprise 50:50 INEDs and non-independent directors, in accordance with the UK Group Framework, one ED and two GNEDs also stood down and serve only the ring-fenced bank. The Board of Santander UK Group Holdings plc therefore has 4 INEDs, including the Chair, 2 EDs and 2 GNEDs. These changes are summarised opposite.

The Board and Committees of the two companies continue to be run substantially simultaneously to ensure efficiency and effectiveness whilst ensuring the independence and autonomy of our ring-fenced bank are appropriately protected. The Company will therefore continue to benefit from the knowledge, skills and experience of the 6 Directors that have stepped down from the Board through their contribution, where appropriate, in the simultaneous Board and Committee meetings of both companies. We shadow ran these arrangements in December 2019 to ensure efficient parallel running upon implementation in January 2020.

 

 

36   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

LOGO   LOGO

 

Santander UK plc Board  
LOGO

 

*

Santander UK Group Holdings plc Directors stepped down on 31 December 2019.

 

We appointed Annemarie Durbin (Double INED) as Senior Ring-fencing Director (SRD) of Santander UK plc in order to comply with additional ring-fencing requirements set by the PRA. These relate primarily to ensuring that processes to identify and manage any conflicts of interest between the ring-fenced bank group and other members of the Santander UK group are operating effectively.

The reduction in Board membership arising from implementation of ring-fencing requirements has resulted in the Board Audit Committee and Board Remuneration Committee comprising 2 INEDs each. Having assessed this in the light of Code recommendations, and as the substantive business of the Santander UK group is conducted by Santander UK plc, we are satisfied that the Committees will continue to be able to discharge their duties professionally, effectively and efficiently particularly as the Chairs of the Santander UK Group Holdings plc Board Audit Committee and Board Risk Committee are also chairs of the Santander UK plc Committees. As the Santander UK Group Holdings plc and Santander UK plc Committees will run substantively simultaneously, they will also continue to have the opportunity to benefit from the broader INED group’s skills and experience.

Board membership

Through the Board Nomination Committee, we ensure we have the right composition of individuals on the Board, providing an appropriate balance of knowledge, skills, experience and perspectives. Our aim of ensuring orderly succession for Board

positions is supported by continuous and proactive processes. We take into account our strategic priorities and the main trends and factors affecting the sustainability and success of the business. We oversee and regularly review the development of a diverse pipeline for succession.

Changes to Board membership are set out on page 65. These appointments maintain valuable skill and experience of financial services, digital and innovation, strategy development and execution and transformation. On behalf of the Board, I would like to thank Lindsey Argalas, Julie Chakraverty and Antonio Roman who stepped down during 2019 for their invaluable service to the Board and the Company.

As was announced on 30 January 2020, I will be stepping down before the end of the year as Chair after five years. A search has been initiated by Scott Wheway, as the Senior Independent Director, allowing for an orderly transition with my successor.

All aspects of diversity form part of our Board succession planning process, which is explained in the Board Nomination Committee Chair’s report. In 2016 we set an aspirational target of having 33% women on the Board by 2020. As anticipated in last year’s report, the level we achieved at that time (54%) reduced during 2019 as a result of Julie Chakraverty and Lindsey Argalas stepping down from the Board, and we ended the year at 36%. As a result of changes to the membership of the Santander UK Group Holdings plc Board (see page 65),

this reduced further to 25% with effect from 1 January 2020, while the Board of Santander UK plc remained at 36%. Despite this reduction, we remain committed to our aspirational target. The Boards of the two companies are run largely simultaneously.

Board Committees

The Board delegates certain responsibilities to Board Committees to help discharge its duties, as set out later in this section. The Committees play an essential role in supporting the Board in these duties, providing focused oversight of key areas and aspects of the business. The role and responsibilities of the Board and Board Committees are set out in formal Terms of Reference. These are reviewed at least annually as part of the review of the Corporate Governance Framework. Except for the Board Nomination Committee which has one GNED, all Committees are composed of INEDs only.

Board activities

The Board considered a range of options for implementing the Code requirement that boards must engage with employees to ensure that the views of the workforce are appropriately represented in discussions and decision-making. In view of the designation of Annemarie Durbin as Santander UK plc Double INED with this responsibility, and as the overwhelming majority of colleagues within the Santander UK group are employed in the UK by Santander UK plc, the Board concluded that it did not need to implement separate arrangements to ensure appropriate representation. During 2019, in addition to

 

 

Santander UK Group Holdings plc   37


Table of Contents

Annual Report 2019 | Governance

    

 

Chair’s report on corporate governance continued

    

 

       Board Committee responsibilities
             Key responsibilities
 

Board

Nomination

Committee

Chair’s report

Read more on p40

   

Board Nomination

Committee

 

–  Review the Board’s structure, size and composition, including skills, knowledge, experience and diversity.

–  Consider succession planning for Directors and Senior Executives.

–  Identify and nominate candidates to fill Board vacancies as and when they arise.

–  Assess the performance of the Board.

–  Review each year whether NEDs have dedicated enough time to their duties to have been effective.

–  Oversee governance arrangements.

 

Board Risk

Committee

Chair’s report

Read more on p42

   

Board Risk

Committee

 

–  Advise the Board on the enterprise wide risk profile, Risk Appetite and strategy.

–  Review the enterprise wide risk profile through business updates from the First Line of Defence and regular reports and updates on each key risk type from the Second Line of Defence.

–  Provide advice, oversight and challenge to embed and maintain a supportive risk culture.

–  Review the Risk Framework and recommend it to the Board for approval.

–  Review and approve the key risk type and risk activity frameworks identified in the Risk Framework.

–  Review the capability to identify and manage new risks and risk types.

–  Oversee and challenge the day-to-day risk management actions and oversight arrangements and adherence to risk frameworks and policies.

 

Board Audit

Committee

Chair’s report

Read more on p48

   

Board Audit

Committee

 

–  Monitor and review the integrity of the financial reporting.

–  Keep under review the adequacy and effectiveness of the internal financial controls.

–  Review the adequacy of Whistleblowing arrangements.

–  Monitor and review the effectiveness of the Internal Audit function.

–  Assess the performance of the External Auditors and oversight of their independence.

 

Board

Responsible

Banking

Committee

Chair’s report

Read more on p54

   

Board

Responsible

Banking Committee

 

–  Oversee culture and operational risks relating to conduct, compliance, competition, financial crime and legal matters set within the Risk Appetites and Risk Framework.

–  Ensure adequate and effective control processes and policies for conduct and compliance risk, fair customer treatment and customer outcomes.

–  Monitor, challenge and support management in its efforts to evolve conduct, culture and ethical standards through sustained effectiveness of Santander UK’s values and nine behaviours.

–  Oversee the reputation of Santander UK and how it impacts its brand and market positioning, and the Corporate and Social Responsibility Programme.

 

Board

Remuneration

Committee

Chair’s report

Read more on p56

   

Board

Remuneration

Committee

 

–  Approve and oversee the remuneration governance framework.

–  Oversee implementation of remuneration policies, ensuring they promote sound, effective risk management.

–  Consider and approve specific remuneration packages for EDs and other senior management.

–  Review and approve regulatory submissions in relation to remuneration.

–  Approve the variable pay pools for EDs and other senior management, including the application of risk adjustment as appropriate.

 

extensive reporting on people issues to the Board, Annemarie Durbin participated in focus groups, management fora and development workshops covering simplification, employee engagement and leadership.

The Chair, with the CEO and Company Secretary, supported by the Directors and senior management, ensure that the Board has an appropriate schedule, which is focused on the opportunities and risks to the future success of the business, business performance and risk mitigation, and ensuring that the Company’s culture is aligned with its purpose, values and

strategy. The Board regularly monitors progress against the strategic priorities and performance targets of the business. In June we held an offsite meeting that focused on future retail business models in the context of the medium-term strategy, our longer-term plans and aspirations, recognising the internal and external challenges faced in light of our competitive and uncertain external operating environment.

To ensure the most effective use of the time at Board meetings, in addition to the delegation of certain responsibilities to the Board Committees, the Board holds Board dinners, lunches and external speaker

workshops to consider important topics in depth and engage with key stakeholders. The Board ensures regular contact with management and colleagues through a number of means. These include inviting relevant business and function heads to present to the Board or its Committees on current developments; permitting observers as part of individual senior managers’ development plans; scheduling regular meetings for Committee Chairs to meet with relevant senior managers; site visits by one or more NEDs; and topical or technical workshops. In addition, senior leaders are available to the NEDs throughout the year.

 

 

38   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

Summary of Board activities in 2019

The Board endeavoured to consider the views of all impacted stakeholders, whilst acting in the best interests of the Company and its members as a whole. The Board’s activities in 2019 included the following themes:

 

 Theme   Actions taken by the Board and outcomes
 

 Business and

 customer

 

–  Reviewed, challenged and remained apprised of the performance of the business divisions and functions, strategic business opportunities and developments with customer experience.

–  Reviewed, challenged and remained apprised of all aspects of the Company’s transformation programme.

–  Reviewed, challenged and approved the 3-year business plan (2020-2022) and the annual Budget, including cost efficiencies and associated risk assessments.

–  Conducted strategic reviews of loyalty products and digital developments, including approval of new strategies and monitoring of progress.

 
 Strategy  

–  Reviewed, challenged and approved a refined business strategy focusing on mortgages and core products.

–  Considered options and approved a refined strategy to develop the business of Santander Financial Services plc.

–  Received regular updates on the competitive landscape, the UK economy and banking sector including changes resulting from regulatory change requirements and digital developments.

–  Following an off site strategy meeting in June, considered an overview of the UK banking market including banking trends, competition and Santander UK’s position in the current banking market, the future of Banking in the UK market (including technological developments and simplification), an in depth review of Mortgages; and M&A market opportunities.

–  Regularly reviewed progress in delivering the strategic priorities of Santander UK including the future Retail business model and technological journey and associated investments required (for example, people skills required to achieve the technological journey).

–  Regularly reviewed organic and inorganic growth opportunities.

 

 Regulation,

 Balance Sheet

 and capital

 

–  Reviewed, challenged and approved the ICAAP, ILAAP, and the Recovery Plan; adequacy and effectiveness of stress-testing and capital management; Dividends and AT1 Payments.

–  Provided an attestation to the PRA on effective implementation of ring-fencing.

–  Received regular updates on capital planning.

–  Considered asset and liability management activities and was appraised of regulatory developments.

–  Approved policies including the Volcker Policy, Modern Slavery Statement, Money Laundering, climate change and ring-fencing related policies.

–  Agreed key assumptions and capabilities and approved the final 2019 BoE Concurrent Stress Test submission.

–  Approved the Annual Report and Accounts and other year-end related matters.

–  Received and discussed regular updates on ring-fencing implementation.

–  Approved the Surplus Capital Allocation Framework and Dividend Policy.

 

 Risk and

 control

 

–  Received regular enterprise wide risk updates from the CRO, together with updates on specific risks, such as pensions, cyber security, financial crime, climate change and Brexit.

 

 People and

 Culture

 

–  Received updates on issues including talent management and succession planning, gender pay, and diversity and inclusion.

–  Received updates on culture, considering our long-term strategic direction and assessment findings from the Banking Standards Board.

–  Considered Succession Planning across all key control and support functions.

 
 Governance  

–  Considered the impact of ring-fencing legislation on governance arrangements, and made consequential changes to Board and Board Committee composition.

–  Considered and approved revisions to the Corporate Governance Framework and UK Group Framework arising from implementation of ring-fencing.

–  Approved the appointment of new directors and the Company Secretary.

–  Reviewed, challenged and approved Santander UK’s Annual Report.

–  Received regular updates from Board Committees, via the Chairs.

–  Approved revised Board strategic priorities and terms of reference for the Board and its committees.

 

Director inductions and training

The Company Secretary supports the Chair in designing individual inductions for NEDs, which include site visits and cover topics such as strategy, key risks and current issues including the legal and regulatory landscape. The delivery of our tailored NED induction programmes for our new appointments continued through 2019. Garrett Curran and Dirk Marzluf benefited from tailored induction programmes phased over an initial period of 12 months, which includes meeting

with senior management and a number of site visits. All other NEDs have ongoing development plans.

Throughout 2019, we continued to deliver workshops for all NEDs to further develop their knowledge and understanding of key business issues including model risks, regulatory challenges and stress testing; technological transformation opportunities and intervention; cyber risks; and recovery planning, strategies and tools.

Following a discussion arising from the publication of Slaughter and May’s report into TSB’s April 2018 new IT platform migration, the Board will receive a detailed briefing on lessons that can be learned from TSB Board’s handling of that situation. These activities were supplemented with visits to corporate sites (including Banco Santander group headquarters) and branches. A summary of the Board’s activities in 2019 is set out above.

 

 

Santander UK Group Holdings plc   39


Table of Contents

Annual Report 2019 | Governance

    

 

Board Nomination Committee Chair’s report

 

LOGO   The Committee has focused
on succession planning and
governance throughout the year

 

          

LOGO

    

We continue to ensure that diversity of thinking and skills remain front of mind in our succession planning.

    

LOGO

    

Shriti Vadera

Chair

2 March 2020

 

 

    

   

    

Responsibilities of the Committee

Read more on p38

 

Committee membership

and attendance

Read more on p64

    

    

   

Overview of the year

During 2019, the Committee’s work included: leading the process for several appointments to the Board and for orderly Board succession planning; continuing to develop our long-term Board and management succession planning; reviewing the collective skills and experience of the Board; Board Committee membership and the Board’s Diversity & Inclusion Policy and reviewing various governance arrangements as set out on page 36, including for ring-fencing rule modifications granted by the PRA resulting from changes to the business strategy. In addition, the Committee has ensured arrangements relating to Directors, such as Directors’ interests, terms of appointment and fee and time commitments remain appropriate and take account of good governance standards.

The Committee met on eight occasions in 2019. Detail’s of the Committee’s members and meeting attendance are set out on page 64.

Board changes and Succession planning

The Committee leads the process for Board appointments and ensures plans are in place for orderly succession to both the Board and senior management positions. Board appointments follow a structured, rigorous and transparent procedure designed to ensure they are based on merit and objective criteria and they promote broad diversity to complement and strengthen the Board’s and its Committees’ combination of skills, experience and knowledge. The Committee takes account of views of all the Company’s stakeholders in the recommendations it makes to the Board. The Board retains responsibility for and approves final decisions on these matters.

The Committee instructed Russell Reynolds(1) to lead a search for Julie Chakraverty’s replacement, resulting in its recommendation to the Board to appoint Garrett Curran as an INED.

As I will have completed five years as Chair in 2020, the Senior Independent Director commenced a planned search for my successor, assisted by Spencer Stuart(1), in order to ensure an orderly transition.

To support orderly succession planning for Board and senior management positions, the Committee assesses the challenges and opportunities facing the Company and evaluates the skills and expertise that will be needed in the future alongside internal capabilities, including board evaluation feedback. Increasing diversity in all respects in the boardroom and executive pipeline is a key factor we consider. Board appointments and succession planning during 2019 were conducted consistently with this approach, tailored as appropriate in each case.

The Committee reviewed executive succession planning, including a thorough assessment of the skill sets that would be required in light of the strategic direction of the business, together with development planning for identified talent, to ensure a strong and diverse leadership pipeline.

As a result of our revised strategy to develop the business of Santander Financial Services plc, (see page 36), and in order to ensure Santander UK plc’s continued compliance with ring-fencing requirements, the Committee reviewed and recommended changes to the Board and Committee memberships of Santander UK Group Holdings plc which took effect from 1 January 2020.

 

(1)

Russell Reynolds and Spencer Stuart do not have any connection with Santander UK.

 
 

 

40   Santander UK Group Holdings plc


Table of Contents
                     
                     
                     
Strategic Report       Governance       Risk review       Financial review       Financial statements       Shareholder information
                               

 

 

It also considered and recommended designation of specific roles to Santander UK plc INEDs as required by the regulator. Full details are set out on page 36 of my report on corporate governance.

There were no changes to the Committee’s membership during the year. With effect from 1 January 2020, and following changes described on page 36, 3 Double INEDs stepped off the Board and Committees. As a result, Scott Wheway will now chair the Board Remuneration Committee, while Annemarie Durbin will remain as Chair of the Santander UK plc Board Remuneration Committee. This Committee will continue to handle all substantive remuneration business, as Santander UK plc, together with its subsidiaries, employs the majority of our people.

Board Effectiveness

During 2019, the Committee considered feedback gained from the 2018 performance evaluations, which concluded that the performance of the Board, its Committees, the Chair and each of the Directors continues to be effective. The Committee reviewed with the Board the areas identified for greater focus in 2019 (monitoring business performance, efficiency, in-depth strategic consideration of digital and technological disruption on business strategy, customers, people and wider engagement with management) and recommended a series of actions which were then led by the Board and its Committees in meeting agendas and activities arranged accordingly. Individual Directors’ assessments were also conducted, and the Senior Independent Director undertook his twice-yearly assessment of my performance as Chair.

Having just implemented the changes in Board membership, as described on page 36 in order to continue to comply with ring-fencing requirements, the Committee determined that an external evaluation of the operation of the Board and Board Committees towards the end of 2020, following the implementation of new governance arrangements in January 2020, would provide more meaningful observations for the ongoing operational effectiveness of the Board. As a consequence, an internal Board Effectiveness review during the first quarter of 2020 will provide the feedback mechanism for continuous improvement and to keep areas for development in focus.

Diversity, inclusion and engagement with stakeholders

In 2016, we set an aspirational target of having 33% women on the Board by 2020. As anticipated in last year’s report, the level we achieved at that time (54%) reduced during 2019 as a result of Julie Chakraverty and Lindsey Argalas stepping down from the Board, and we ended the year at 36%. As a result of changes to the membership of the Board (see page 37), this reduced further to 25% with effect from 1 January 2020, while the Board of Santander UK plc remained at 36%. Despite this reduction we remain committed to our aspirational target. The Boards of the two companies are run largely simultaneously for efficiency. Our Senior Manager female population (Executive Committee) is 26.7%. 30.1% of the Executive Committee’s direct reports are female as at 31 December 2019. We are a signatory to the Women in Finance Charter, setting a target of 50% (+\-10%) by 2021 for our wider senior manager female population of which this forms a part.

We will also continue to ensure that gender and all aspects of diversity remain front of mind in our succession planning. The Board has signed the Business in the Community ‘Race at Work’ Charter and made good progress, having achieved two of our five actions with good progress on the other three. In February 2019, the Board confirmed our ambition to increase senior manager representation of Black, Asian and Minority Ethnic (BAME) employees to 14% (+/-2%) across mid to senior manager roles by 2025.

Governance

During the year, the Committee focused on changes to ring-fencing arrangements described on page 36 and on ensuring that governance arrangements continued to be efficient and effective.

We also conducted our annual review of our Corporate Governance Framework and of the terms of reference for the Board and its Committees. On the Committee’s recommendation, the Board endorsed changes to these documents and to the UK Group Framework described in my report on Corporate Governance to ensure continued compliance with ring-fencing rules.

Annual review of director interests, fees and conflicts of interest

During the year, the Committee continued to review Directors’ interests and to ensure any conflicts are managed appropriately and in compliance with CRD IV and ring-fencing requirements. The Company’s Articles of Association contain provisions that allow the Board to consider and, if it sees fit, to authorise situational conflicts. The Board confirms that such powers have operated effectively and that a formal system for Directors to declare their interests and for the non-conflicted Directors to authorise situational conflicts continues to be in place. Any authorisations given are recorded by the Company Secretary.

The Chair, CEO and Group NED (who does not get paid a Board fee) reviewed the level of fees paid to INEDs for Board and Board Committee chairmanship and mem