Implementation of the Scheme will be a significant step towards the restructuring of RBS to comply with the UK ring-fencing legislation that requires the separation of essential banking services from investment banking services from 1 January 2019.
As previously announced, under the Scheme, The Royal Bank of Scotland plc (RBS
• transfer its UK retail & commercial banking business to Adam & Company PLC (Adam);
• transfer its covered bonds in issue and Mentor business to National Westminster Bank Plc (NatWest); and
• transfer branches and other properties to either NatWest or Adam.
At the same time, RBS plc will be renamed “NatWest Markets Plc”, Adam will be renamed “The Royal Bank of Scotland plc” and assume banknote-issuing responsibility.
After the Scheme and subsequent restructuring is completed in 2018, NatWest Holdings Limited will have direct ownership of The Royal Bank of Scotland plc (formerly Adam & Company plc), National Westminster Bank Plc and Ulster Bank Ireland DAC. NatWest Holdings Limited will have indirect ownership of Coutts & Company and Ulster Bank Limited.
The non-ring-fenced entities will be NatWest Markets Plc (formerly RBS plc) that will continue to undertake RBS’s finance, risk management and trading activities; and The Royal Bank of Scotland International Limited (RBSI), along with Isle of Man Bank Limited, which will continue to serve the markets and customers it serves today.
For more details of the additional restructuring steps and end-state ring fencing business model for RBS, please refer to the 2017 RBS Annual Report and Accounts, including pages 109-110. An overview of RBS’s resulting corporate structure can be found at https://www.rbs.com/rbs/ringfencing/overview-of-our-legal-entity.html
When the Scheme is implemented, it is proposed that the boards of NatWest Holdings Limited, The Royal Bank of Scotland plc (formerly Adam & Company plc), National Westminster Bank Plc and Ulster Bank Limited (together the “Ring-Fenced Bank Entities”) and NatWest Markets Plc (“NWM”) will be made up as follows:
Ring-Fenced Bank Entities:
• With the exception of Frank Dangeard, all Directors of The Royal Bank of Scotland Group plc (“RBSG”) will continue to be Directors of the Ring-Fenced Bank Entities.
• Yasmin Jetha will step down from the board of RBSG with effect from 30 April 2018 and will hold the position of Non-executive Director on the boards of the Ring-Fenced Bank Entities.
• Patrick Flynn will be appointed to the boards of the Ring-Fenced Bank Entities with effect from 1 June 2018. As also announced today, Patrick will be appointed to the board of RBSG with effect from 1 June 2018.
• Francesca Barnes, Graham Beale and Ian Cormack will be appointed to the boards of the Ring-Fenced Bank Entities as Non-executive Directors with effect from 1 May 2018.
With effect from 30 April 2018, the following appointments are planned:
• With the exception of Frank Dangeard and Brendan Nelson, all existing directors of The Royal Bank of Scotland plc will step down.
• Frank Dangeard will assume the role of Chairman of NWM.
• Vivek Ahuja and Sarah Wilkinson will be appointed as Non-executive Directors on the board of NWM.
• Chris Marks (CEO) and Richard Place (CFO) will be appointed as Executive Directors on the board of NWM.
Mr Dangeard and Mr Nelson are both currently Non-executive Directors on the board of RBSG and will continue to hold those positions. Mr Marks and Mr Place both hold their respective executive roles in the existing NatWest Markets franchise model.
Howard Davies, Chairman of RBSG, said:
“I am pleased to welcome our new directors to the Group. The new boards bring together a diverse range of experience and perspectives to support our commitment to building a strong and sustainable business. The appointments are important steps towards fulfilling our obligations under ring-fencing and will significantly strengthen the governance of the Group.”
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