REG - Arbuthnot Banking - Final Results
24/03/2022 07:00
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RNS Number : 8436F Arbuthnot Banking Group PLC 24 March 2022
24 March 2022
For immediate release
ARBUTHNOT BANKING GROUP ("Arbuthnot", "the Group" or "ABG")
Audited Final Results for the year to 31 December 2021
Strong growth has returned the Group to profitability.
Arbuthnot Banking Group today announces its audited results for the year ended
31 December 2021.
Arbuthnot Banking Group PLC is the holding company for Arbuthnot Latham &
Co., Limited.
FINANCIAL HIGHLIGHTS
• Profit Before Tax of £4.6m (2020: loss £1.1m*)
• Operating income increased to £88.7m (2020: £72.5m)
• Earnings per share of 45.2p (2020: negative 8.9p)
• Final dividend declared of 22p (2020: nil**)
• Special dividend of 21p and interim dividend of 16p already
paid in the year (2020: nil)
• Net assets of £200.9m (2020: £194.0m)
• Net assets per share of 1315p (2020: 1270p)
• Total capital ratio of 14.9% (2020: 18.7%)
OPERATIONAL HIGHLIGHTS
Arbuthnot Latham
• Profit before tax and group recharges of £15.3m (2020:
£8.3m), an increase of 84%
• Average net margin at 4.1% (2020: 4.1%)
• Customer loans increased 25% to £2bn*** (2020: £1.6bn)
• Customer deposits increased 18% to £2.8bn (2020: £2.4bn)
• Assets under management increased 18% to £1.36bn (2020:
£1.15bn) driven by both strong net inflows and investment performance
• Completed acquisition of commercial truck leasing business,
Asset Alliance, generating a bargain purchase of £8.6m
• Continued modernisation of our digital channels including
introduction of Apple and Google pay facilities to complement the upgraded
Arbuthnot Card app
Commenting on the results, Sir Henry Angest, Chairman and Chief Executive of
Arbuthnot, said: "The Group made good progress in 2021, returning to growth
and restoring profitability, notwithstanding the ultra-low interest rate
environment prevailing in the period.
The Group delivered well against our Future State plan achieving significant
growth and continuing to diversify through the development of specialist
finance businesses, with the successful acquisition and integration of Asset
Alliance, a significant strategic step.
Our lending businesses performed well with lending balances growing 25 per
cent and reaching two billion pounds for the first time in the Bank's history.
The return to profitability has allowed us to reinstate our normal practice of
paying interim and final dividends, and with the special dividend paid earlier
in the year this indicates the Board's confidence in the Group's future
prospects."
Note:
* The prior year results included £1m of transaction costs related to
acquisition of Asset Alliance. Excluding these the business broke even.
** On 18 February 2021 the Board declared a special dividend of 21p in lieu of
the final dividend for 2019 that had been withdrawn after guidance from the
Group's Regulators.
*** This balance includes both Customer loans and assets available for lease.
The Directors of the Company accept responsibility for the contents of this
announcement.
ENQUIRIES:
Arbuthnot Banking Group 0207 012 2400
Sir Henry Angest, Chairman and Chief Executive
Andrew Salmon, Group Chief Operating Officer
James Cobb, Group Finance Director
Grant Thornton UK LLP (Nominated Adviser and AQSE Exchange Corporate Adviser) 0207 383 5100
Colin Aaronson
Samantha Harrison
George Grainger
Numis Securities Ltd (Joint Broker) 0207 260 1000
Stephen Westgate
Shore Capital Stockbrokers Ltd (Joint Broker) 0207 408 4090
Hugh Morgan
Daniel Bush
Maitland/AMO (Financial PR) 0207 379 5151
Neil Bennett
Sam Cartwright
The 2021 Annual Report and Notice of Meeting will be available on the
Arbuthnot Banking Group website
http://www.arbuthnotgroup.com on or before 15 April 2022. Copies will then be
available from the Company Secretary, Arbuthnot Banking Group PLC, Arbuthnot
House, 7 Wilson Street, London, EC2M 2SN, when practicable.
Consolidated statement of comprehensive income
Year ended 31 December
2021 2020
Note £000 £000
Income from banking activities
Interest income 8 77,102 75,082
Interest expense (13,027) (17,024)
Net interest income 64,075 58,058
Fee and commission income 9 18,472 14,735
Fee and commission expense (349) (293)
Net fee and commission income 18,123 14,442
Operating income from banking activities 82,198 72,500
Income from leasing activities
Revenue 10 74,500 -
Cost of goods sold 10 (68,023) -
Gross profit from leasing activities 10 6,477 -
Total group operating income 88,675 72,500
Net impairment loss on financial assets 11 (3,196) (2,849)
Gain from bargain purchase 12 8,626 -
Other income 13 3,955 678
Operating expenses 14 (93,422) (71,419)
Profit / (loss) before tax 4,638 (1,090)
Income tax credit / (expense) 15 2,148 (242)
Profit / (loss) after tax 6,786 (1,332)
Other comprehensive income
Items that will not be reclassified to profit or loss
Changes in fair value of equity investments at fair value through other 5,626 (12,826)
comprehensive income
Tax on other comprehensive income 2 (69)
Other comprehensive income / (loss) for the period, net of tax 5,628 (12,895)
Total comprehensive income / (loss) for the period 12,414 (14,227)
Earnings per share for profit attributable to the equity holders of the
Company during the year
(expressed in pence per share):
Basic earnings per share 17 45.2 (8.9)
Diluted earnings per share 17 45.2 (8.9)
Consolidated statement of financial position
At 31 December
2021 2020
Note £000 £000
ASSETS
Cash and balances at central banks 18 814,692 636,799
Loans and advances to banks 19 73,444 110,267
Debt securities at amortised cost 20 301,052 344,692
Assets classified as held for sale 21 3,136 3,285
Derivative financial instruments 22 1,753 1,843
Loans and advances to customers 23 1,870,962 1,587,849
Current tax asset - 205
Other assets 25 110,119 96,288
Financial investments 26 3,169 18,495
Deferred tax asset 27 2,562 1,009
Intangible assets 28 29,864 23,646
Property, plant and equipment 29 125,890 4,905
Right-of-use assets 30 15,674 17,703
Investment property 31 6,550 6,550
Total assets 3,358,867 2,853,536
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital 38 154 154
Retained earnings 39 201,026 207,839
Other reserves 39 (301) (13,970)
Total equity 200,879 194,023
LIABILITIES
Deposits from banks 32 240,333 230,090
Derivative financial instruments 22 171 649
Deposits from customers 33 2,837,869 2,365,207
Current tax liability 413 -
Other liabilities 34 26,216 7,606
Lease liabilities 35 16,214 18,305
Debt securities in issue 36 36,772 37,656
Total liabilities 3,157,988 2,659,513
Total equity and liabilities 3,358,867 2,853,536
Chairman's statement
Arbuthnot Banking Group ("ABG or The Group") has reported a profit before tax
of £4.6m. The improved performance has allowed the business to restore the
paying of dividends to shareholders. During the year the Group paid a special
dividend in respect of the 2019 final dividend, that was previously cancelled
after the general guidance to the banking industry from the Group's Regulator.
The Group has also returned to its normal practice of paying an interim and a
final dividend.
The year has seen substantial progress in the growth of the balance sheet and
assets under management, both of which have grown by over 15%. This, together
with the positive impact from the reversal of the sharp reduction in interest
rates, means that the Group is well positioned for the year ahead. Achieving
this £4.6m of profit before tax I believe is very creditable, given that the
Group has had a number of adverse items that have impacted the results. The
Group has once again had to operate in an ultra-low interest rate environment.
The continuation of the Bank of England base rate at 0.1% for almost the
entire year cost the Group £11.5m in interest earnings compared to when the
base rate was at 75 basis points, which is where it was prior to the onset of
the COVID-19 pandemic. In addition, the Group had to absorb the cost of an
industry wide asset finance fraud and the write down of a property asset,
together totalling £5.9m.
Given the success of the vaccination programme, the Group was able to make a
phased return to working from our offices, while adopting an Agile Working
Policy. Employees gradually started to come into the office throughout the
summer to meet clients and this increased in frequency until the office was
fully occupied in October.
It was pleasing to see the levels of activity in both our offices and on the
streets of London returning. However, I believe that working practices may not
for a long time, if ever, be the same again, and perhaps we may have even
witnessed a modern-day industrial revolution. It is therefore important that
we embrace this change and ensure that we continue to deliver the highest
levels of client service in all of our businesses, regardless of which format
or channel our clients prefer to interact with us. We must also strive to make
agile working a benefit to the business and our employees and in time examine
the opportunities that it will present, allowing us for example to be even
more relevant on a national scale. Moreover, we should continue to seek out
efficiencies that can be realised. However, this must not be at the expense of
training and equipping our next generations with the skills and experiences to
take the Group forward.
Highlights
In 2020 the Group articulated a medium term strategic and capital allocation
plan. This was titled "Future State". During 2021 the Group made good progress
on its plan to deliver this Future State.
On 1 April the acquisition of Asset Alliance Group Holdings Limited ("Asset
Alliance or AAG"), a market leading provider of leasing solutions for the
commercial truck sector, was completed.
The acquisition generated a net bargain purchase of £8.6m. This is sometimes
known as negative goodwill but is recorded in the profit and loss account in
full on completion. This profit reflects the negotiation of a favourable
acquisition price, and I am pleased to report that after nearly a year as part
of the Group, Asset Alliance has established itself as an important
contributor to the Group's growth. Despite the lack of availability of new
trucks because of the well-publicised scarcity of microchips, the business has
performed well and is on track to complete its integration plans.
Being a major part of the market for new truck sales, Asset Alliance has
managed to negotiate a good supply of new trucks for 2022 and is already
placing orders for delivery in 2023. This will enable Asset Alliance to return
to growing its balance sheet.
Our lending businesses, after being constrained during the pandemic, returned
to growth. Overall, customer loan balances (including assets available for
lease) grew by 25% to close the year at a fraction under £2bn, an historic
level for Arbuthnot Latham. This growth rate is even more impressive if the
balances related to the Tay Mortgage Portfolio, which was sold in March 2021,
are added back. This would show a growth in loan balances of 29%.
I was also pleased that we continued to support both our clients and the wider
economy by contributing a further £77m to the CBILS and RLS government backed
loan schemes. As we restricted our criteria to lending only to our existing
clients, we expect to see our experience of fraud on these loans to remain at
extremely low levels.
Once again the diversification of our deposit raising activities served the
Bank well during the year, as client deposit levels grew to £2.8bn, an
increase of 20% and at favourable rates. As a result, the overall cost of our
funding declined to 32bps at the end of the year, averaging 39bps across the
whole year.
I would like to draw attention also to the performance of our Wealth
Management Division. Given that our investment strategies are mainly developed
to preserve capital rather than take excessive risks, the performance is most
noticeable in times of market turmoil, as our losses are minimised and this is
appreciated by our clients. The continued professional diligence in protecting
the wealth of our clients has proved attractive and our client AUM balances
increased by 18% during the year to close at £1.4bn. This is a continuation
of the recent trends which have shown compound annual growth rates of 8% over
the past 5 years.
Finally, our steady progress to provide modern day banking facilities to our
clients reached another milestone during the year, when we were able to
introduce Apple and Google pay to our suite of products. In the increasingly
cashless economy, it is important that we provide all forms of contactless
payment mechanisms, which allows us to maintain our strapline that we are a
"relationship and service-led bank, powered by modern technology."
Regulation
In my Chairman's Statement last year, I expressed a view that the Government
needed to be bold to take advantage of the freedoms that Brexit would offer.
Therefore, I was heartened when the PRA published its discussion paper on how
smaller banks would be set free from the European rules that had been applied
to all banks, regardless of their size or indeed their systemic importance to
the overall economy. This project was titled "strong and simple". I hope that
this will eventually lead to a regulatory environment whereby the smaller
banks can operate under a more proportionate regulatory regime than they
currently face. I was pleased to see that despite our limited resources we
participated fully in the discussion paper, putting forward a full and
reasoned response.
However, this glimmer of hope was rapidly extinguished when the Bank of
England announced in December 2021 its plan for the reintroduction of the
countercyclical capital buffer. Not only is this buffer being restored to
levels twice those that which existed before the pandemic, but it is also
being introduced at a speed that is incomprehensible, especially given the
very uncertain economic future. It is clear to me that the current capital
buffer regime has created many unintended consequences, as banks simply do not
use these buffers in the way that they were originally designed; this is
creating a vast quantity of dead capital in the system, which could be put to
better use in the wider economy. The accelerated timescale in which the buffer
is being brought back will, I fear, lead to mistrust between the banking
sector and the Regulator in the future. When asked to lend to help the economy
in downturns, banks may in future be apprehensive that they might not be
allowed sufficient time to restore this buffer in the recovery phase, thus
they will refuse to use the buffer in the first place, making the framework
nonsensical.
If the buffer regime is not addressed in the near future, the incremental
capital demanded will add approximately 15-20% to our minimum requirement and
will consequently reduce our return on capital by a proportionate amount. The
Board has considered the reintroduction of this capital buffer and feel that
given the current opportunities that exist for the businesses across the
Group, it would be undesirable for our future growth plans to be reduced to
accommodate the increased capital requirement. The Group has a number of
options available to manage its capital. This may include optimising the
revenue generating assets to focus on core strategic areas. Also, the recent
and predicted future rises in the Bank of England base rate will generate
higher than planned profit reserves.
Board Changes and Personnel
During the year there were no changes to the Board. I would like to thank my
colleagues on the Board for their continued helpful and committed
collaboration despite the difficulties and restrictions on being able to meet
face to face. Since the year end, we have announced that Nigel Boardman has
been appointed as Deputy Chairman of Arbuthnot Latham & Co., Ltd. I wish
him well in his new role.
Also, Sir Christopher Meyer has informed the Board of his intention to retire
from the Board at the forthcoming AGM. He has been with us for fourteen years
and I will miss his wise counsel and his entertaining welcome speeches at our
annual reception party. I wish him well for the future.
Finally, I would like to pay tribute to Ruth Lea, who after sixteen years with
the Group has decided to retire. Ruth served nine years as a Non-Executive
Director and a further seven years as a farsighted senior economic advisor. I
wish her otium cum dignitate.
As always, the progress of the Group reflects the hard work and commitment of
our members of staff. I believe that our employees have continued to respond
well in these difficult circumstances. On behalf of the Board, I extend our
thanks to all of them for their efforts in 2021.
Dividend
The Board announced on the 18 February 2021 that it would pay a special
dividend of 21p in-lieu of the final dividend relating to 2019 that was
cancelled following guidance from the PRA. Subsequently the Board also
declared a second interim dividend of 16p (nil: 2020), which was paid on 24
September 2021. Additionally, the Board is recommending a final dividend of
22p to be paid on 31 May 2022 to shareholders on the register at close of
business on 22 April 2022. This gives a regular total dividend excluding the
special dividend for the year of 38p and a total dividend for the year of 59p
(nil: 2020).
Ukraine
The deplorable events currently taking place in Ukraine have brought to light
the fact that many private banks and institutions have developed considerable
client relationships with Russian wealth.
All businesses engaged in any kind of international work must reflect on what
Russia's invasion of Ukraine means for their operations and relationships.
Arbuthnot Latham has always had very limited appetite to have clients with
high risk factors, and this includes Russian clients, whether based in or
outside of Russia. Well before the invasion of Ukraine, we had classified
Russia as a high risk country and we would only take on clients with any links
to Russia in exceptional circumstances and where their financial activities
were straightforward. We have also never operated a Russian desk. This
longstanding approach means our exposure to Russian clients of any description
is limited to only seven out of our total client base of six thousand.
For the avoidance of doubt, we have no clients that have been included or
mentioned in any of the Government sanctions, and we do not and will not work
with individuals or entities that could reasonably be seen to be controlled
by, under the influence of, or connected with the Russian regime.
Outlook
It appears that given the success of the vaccination programme, the economy is
returning to sustained growth. However, in addition to the situation in
Ukraine, the macro-economic outlook appears to have several headwinds, the
most significant being the rising rate of inflation. This is currently being
caused by supply side factors but could migrate to a wage inflation cycle,
which may become even more serious. The Bank of England's response of raising
interest rates will have a beneficial impact on the Bank's revenues in the
short to medium term.
In the meantime, we remain focused on delivering our Future State strategy.
Strategic Report - Business Review
Operating income £88.7m £72.5m
Other income £4.0m £0.7m
Operating expenses £93.4m £71.4m
Profit / (loss) before tax £4.6m (£1.1m)
Customer loans* £2.0bn £1.6bn
Customer deposits £2.8bn £2.4bn
Total assets £3.4bn £2.9bn
Assets under management £1.4bn £1.1bn
Average net margin 4.1% 4.1%
Loan to deposit ratio 65.9% 67.1%
*This balance includes both Customer loans and assets available for lease.
Arbuthnot Latham & Co., Ltd has reported a profit before tax and Group
recharges of £15.3m (2020: £8.3m profit). Included in the result are a
number of individual items that should be noted. Firstly, the Group acquired
AAG, a business which provides vehicle finance and related services,
predominantly in the truck & trailer and bus & coach markets.
Operating from five locations, it is the UK's leading independent specialist
in commercial vehicle financing with over 4,000 vehicles available to lease.
The transaction completed on 1 April 2021 for a purchase price of £10.0m. The
discount against the net assets resulted in a bargain purchase credit to the
income statement of £8.6m.
The most significant fair value adjustment arose from the valuation of the
leased truck fleet. The global shortage of computer chips, which are used in
the manufacture of vehicles, has curtailed the supply of new trucks and
therefore increased the market value for second-hand vehicles. Upon
acquisition the adjustment to the asset values was an overall average increase
of 15.95% on the carrying value of the truck fleet resulting in an uplift
totalling £19.2m.
The acquisition of AAG is a significant addition and complements the Group's
continued diversification away from consumer finance to specialist commercial
finance as part of the "Future State" vision. The "Future State" forms the
Group's key objective of generating sufficient profits and capital whilst
making sure employees and shareholders are suitably rewarded.
Secondly, during the year the Group completed the sale of one of its
residential mortgage portfolios known as Tay Mortgages to 5D Finance Limited,
a subsidiary of OneSavings Bank plc. The portfolio consisted of the remaining
mortgage accounts from the acquisition made in December 2014 related to the
Dunfermline Building Society administration. At the time of sale customer loan
balances totalled £54.9m, which were sold for £53.8m, representing 97.9% of
the outstanding loans. Upon sale the Group released a credit to the profit and
loss account for the remaining original discount resulting in a gain on sale
of £2.2m.
Despite the sale of the Tay portfolio, the Group's client assets (Customer
Loans and Assets Available for Lease) grew 25% to finish the year at £2.0bn,
with loan book growth from the Banking and specialist lending businesses. The
Group continued its long-established strategy to hold high levels of
liquidity, with lending growth matched with growth in deposits of 20% to
finish the year at £2.8bn.
Credit provisions for the year were £3.2m (2020: £2.8m). As a result of the
UK economy emerging from the pandemic and showing signs of recovery, the
Bank's future economic scenarios as part of its IFRS9 expected credit loss
assessment resulted in a release of provisions. This release was largely
attributable to assumptions on the UK Property market compared to the view at
the previous year-end. The Bank has applied average growth of 1.2% compared to
a 5.5% decline in 2020 for its UK property-based lending.
Also included in credit provisions is a net £2.1m charge for Arena TV
Limited, an outside broadcast equipment provider that collapsed in November
2021 and is currently under investigation for an alleged sophisticated fraud
affecting 54 other lenders. Through its specialist lender, Renaissance Asset
Finance, the Group had financed a portfolio of filming equipment. This charge
represented the Group's total exposure to the company and no further
impairments are expected.
The Bank welcomed the increase in the Bank of England base rate in December.
However, this had limited effect on the 2021 results with the rate remaining
at the historically low rate of 0.1% for most of the year. Arbuthnot Latham's
cautious approach to liquidity, by maintaining high levels of cash reserves at
the Bank of England, as opposed to placing them in the higher yielding
wholesale money markets or operating at higher loan to deposit ratios, meant
that the Bank had substantially lower revenues. However, this approach has
protected the Bank during periods of economic uncertainty.
Following a strategic review of its international business in the prior year,
the Bank closed its Dubai office in the year, with operations ceasing in May
2021. Where the client relationship has been retained, the assets continue to
be held in London, but where the client has decided to seek alternative
providers, the business has worked to ensure a smooth transfer of their assets
and business.
Following a return to profitability, the Group was able to reward high
performing staff with discretionary bonuses totalling £6.1m for the period.
In December 2021 the Bank of England announced an increase to the Counter
Cyclical Capital Buffer to 1% effective from December 2022 and also indicated
that a further increase of 1% will be introduced in June 2023. The Bank is
currently reviewing its strategy, forecast regulatory capital and asset
allocation in order to manage its deployed capital and maximise returns.
Banking
The Banking business, including Private & Commercial Banking, recorded
strong growth across client acquisition, deposits and lending in 2021.
The Bank's deposits grew £465m to finish the year at £2.8bn, equating to a
20% increase year on year, with a continued emphasis on attracting and
generating high quality client relationships. The cost of deposits reduced as
older higher priced deposits matured and were replaced at lower market rates.
Net loan growth for the year was £263m, resulting in a 23% increase year on
year, with a year-end loan book of £1.4bn. During the period the Bank
intentionally repositioned its lending strategy towards more capital efficient
lending. The Bank also participated in the Government sponsored lending
schemes; the (now closed) Coronavirus Business Interruption Lending Scheme
("CBILS") and more recently the Recovery Loan Scheme ("RLS"). The amount
issued under these schemes represented a small proportion of the overall
lending in the year, but allowed the Bank to support additional businesses
through the pandemic. The Bank has also been approved to participate in the
extension to the RLS in 2022.
During the year the Bank agreed terms to originate and sell loans to a third
party. The majority of the loans will be 100% risk weighted commercial
investment loans. The strategy leverages the Bank's expertise in the
specialist commercial lending sector. However, it also enables the Bank to
continue to provide funding to clients where it would not otherwise be
attractive due to capital consumption as part of the "Future State" vision.
The ongoing strategy to not compromise its credit risk appetite for the sake
of growth continued to minimise loss rates. New lending showed signs of
downward pressure on pricing in certain asset classes namely residential
investment property lending. However, the Bank continued to support clients
who valued the service-led proposition rather than low rates.
Wealth Management
Assets under Management ("AUM") increased to £1.4bn with record gross
inflows, 67% higher than the prior year, contributing to 18% net growth in
AUMs year on year.
The portfolio strategies benefited from equity market returns and active
management that tilted portfolios toward sectors benefiting from the reopening
of the economy. At the year-end all model portfolios were positive in absolute
terms, with double digit returns observed for medium and higher risk level
core services.
Wealth Planning continued its strategy of event based financial planning with
clients paying for advice on a transactional basis with no ongoing fees
attached. The proposition generated revenue of £0.4m. The business continued
to offer bespoke advice delivered through a combination of face to face and
virtual client meetings.
Mortgage Portfolios
After the sale of the Tay Portfolio in February 2021, balances for the
Santiago Portfolio were £178.1m at the year-end. The portfolio continues to
perform to expectations, with no active COVID payment holidays at the year
end.
Arbuthnot Commercial Asset Based Lending ("ACABL")
ACABL reported a profit of £4.7m (2020: £2.0m).
As business activity increased in the wider economy, ACABL continued to
experience strong demand for its products and enjoyed success in the
transactional MBO and acquisition market.
At the year-end, the business reported drawn balances of £182.1m with a
further £73m available for drawdown equating to an 82% increase from the
prior year.
ACABL completed 33 new transactions with £160m of facilities written in the
year, representing a 74% increase on the previous year. The average deal size
increased from £4.3m to £4.8m with a total client base of 76 at the
year-end. Facility limits increased 40% on the prior year to £384m (2020:
£244m).
Following accreditation by the British Business Bank in 2020 to provide CBILs
and then loans under the RLS earlier in the year, ACABL wrote 25 CBIL loans
totalling £25.9m and 10 RLS loans totalling £21.2m to both existing clients
and as part of financing structures to attract new clients.
The business received £1.3bn in debtor receipts in the year, up from £740m
for the prior year. The number of client payments processed during the year
exceeded 9,000, totalling £1.3bn, resulting in an annual increase of 83%.
Renaissance Asset Finance ("RAF")
RAF reported a loss of £0.1m (2020: profit of £2.1m), with balances as at
the year-end of £97.1m (2020: £91.9m).
The business experienced strong demand for its asset finance facilities with
new business advances totalling £55m for the year, along with new business
proposals and acceptances operating at pre-pandemic levels as confidence
returned to the economy. However, supply chain issues for business assets,
as a result of market dislocation, continued to prolong the deal origination
process.
Loans under forbearance measures fell from their peak in 2020 and were
confined to the London purpose-built taxi market. These exposures continue to
fall as the London taxi market reopens.
Included in the result is a net £2.1m impairment charge for Arena TV, an
outside broadcast equipment provider that collapsed in November, and is
currently the subject of an investigation for alleged fraud. RAF was part of a
group of 55 lenders, where industry wide losses have been estimated to be
£282m. The charge represents the total exposure to the borrower.
Arbuthnot Specialist Finance ("ASFL")
As at the year-end the loan book exceeded £10.1m compared to £6.0m for the
prior year. The business reported a loss of £1.0m (2020: loss of £1.0m).
Following a restructure of the management team in the first half of the year,
the business made progress towards its relaunch planned for the first half of
2022, where it will complement the Group's "Future State" strategy as a
specialist commercial lender. At the year-end business flow was positive
with a strong pipeline of business building for 2022.
Asset Alliance Group ("AAG")
AAG was acquired by the Group on 1 April 2021 with assets available to lease
totalling £136.9m.
As at 31 December 2021 AAG had assets available for lease totalling £121.6m.
The total value of own book lending and leasing of assets since acquisition
amounted to £33.8m, with brokered lending of £30.0m.
The worldwide computer chip shortage resulted in an industry-wide reduction in
the availability of new vehicles, which has curtailed AAG's ability to grow in
2021. In the absence of new assets, the business continued to support its
customers via contract extensions. This has however resulted in an increase to
the average age of the fleet and consequently an additional cost to
maintaining the assets. Where mutually acceptable, the business has negotiated
with its clients to share the increased running costs. However, the shortage
of new assets has resulted in an increased demand for good quality,
second-hand assets, driving strong performance from the truck sales division
with an underlying profit of £6.7m from the sale of trucks and trailers since
acquisition. This profit has already been included in the bargain purchase
calculation as part of the fair value uplift at acquisition and is therefore
reversed in the consolidated accounts.
In the second half of 2021 the business engaged in positive dialogue with the
vehicle manufacturers to secure orders for 2022 and 2023, which will allow a
significant refresh of the fleet.
Owned Properties
The Group continues to hold a small number of commercial and residential
properties both in the UK and Europe. Most notably the refurbishment of the
King Street property to a Prime Grade A standard was completed in the year
with a marketing campaign to fully let the property already underway in 2022.
Of the Group's three remaining overseas properties that were acquired as a
result of defaulted loans, two are in an advanced stage of negotiations, with
sales expected to complete in 2022. Included in the result is a write down of
£3.8m relating to a property owned in Majorca, following an agreement to
sell.
Operations
Throughout 2021 the Bank continued to operate through a mixture of remote
working and office-based working, while adapting to the changing environment
as a result of the pandemic. Over this time the Bank continued to invest in
technologies to provide colleagues with the ability to work effectively and
collaborate in a hybrid working model.
During the year the Financial Conduct Authority (FCA), Prudential Regulation
Authority (PRA) and Bank of England (BoE) published their final policy papers
on building operational resilience, with the overarching assumption that
disruptions will occur.
In line with the guidance issued, the Bank continued to focus on ensuring that
the design of systems and operational plans were robust to maintain
operational resilience in the face of unexpected incidents. During 2021 the
Bank continued to review these plans and undertook tests to ensure backup and
recovery processes were effective even when working in a hybrid working model.
New accounts opened in 2021 continued to see strong growth, with customer
transaction volumes recovering following the reduced activity in 2020.
Non-card related payment transaction volumes exceeded 520,000, 34% higher than
2020 and the number of cards in circulation increased by 19% in 2021, whilst
the number of card transactions increased by 22% to over 647,000, returning to
pre-pandemic levels.
During the year the Bank continued to invest in technology focused on
enhancing the client experience, increasing access to services through
improved digital channels. Following the successful launch of the Arbuthnot
Card App in 2020, the Bank launched Applepay in November 2021, with a
subsequent launch of GooglePay in January 2022.
Sustainability
The business has made a commitment to reduce its environmental impact and to
improve its environmental performance as an integral part of its business
strategy. In 2021 the business launched its sustainability project with a
cross section of staff from the organisation involved in the project.
Strategic Report - Financial Review
Arbuthnot Banking Group adopts a pragmatic approach to risk taking and seeks
to maximise long term revenues and returns. Given its relative size, it is
nimble and able to remain entrepreneurial and capable of taking advantage of
favourable market opportunities when they arise.
The Group provides a range of financial services to clients and customers in
its chosen markets of Banking, Wealth Management, Asset Finance, Asset Based
Lending, Specialist Lending and Commercial Vehicle Finance. The Group's
revenues are derived from a combination of net interest income from lending,
deposit taking and treasury activities, fees for services provided and
commission earned on the sale of financial products. The Group also earns
rental income on its properties and holds financial investments for income.
Highlights
2021 2020
Summarised Income Statement £000 £000
Net interest income 64,075 58,058
Net fee and commission income 18,123 14,442
Operating income from banking activities 82,198 72,500
Revenue 68,673 -
Cost of goods sold (62,196) -
Operating income from leasing activities 6,477 -
Total group operating income 88,675 72,500
Gain from a bargain purchase 8,626 -
Other income 3,955 678
Operating expenses (93,422) (71,419)
Impairment losses - loans and advances to customers (3,196) (2,849)
Profit / (loss) before tax 4,638 (1,090)
Income tax expense 2,148 (242)
Profit / (loss) after tax 6,786 (1,332)
Basic earnings per share (pence) 45.2 (8.9)
The Group has reported a profit before tax of £4.6m (2020: loss of £1.2m).
The underlying profit before tax was £17.0m (2020: profit of £5.1m). There
are a number of specific one off items which are included in the result for
the year that should be noted. These are detailed and compared to the
equivalent adjusted amount for the prior year in the tables below.
Underlying profit/(loss) reconciliation Arbuthnot Latham & Co. Group Centre Arbuthnot Banking Group
31 December 2021 £000 £000 £000
Profit before tax and group recharges 15,270 (10,632) 4,638
Exceptional reduction in BoE Base Rate 11,492 - 11,492
Write down of repossessed property in Majorca 3,835 - 3,835
Arena TV Ltd impairment 2,055 - 2,055
Gain on sale of Tay mortgage portfolio (2,239) - (2,239)
Gain from bargain purchase (8,626) - (8,626)
Profits earned on sale of trucks included in bargain purchase 5,830 - 5,830
Underlying profit 27,617 (10,632) 16,985
Underlying basic earnings per share (pence) 108.2
Arbuthnot Latham & Co. £000 Group Centre £000 Arbuthnot Banking Group £000
Underlying profit/(loss) reconciliation
31 December 2020
Profit before tax and group recharges 8,316 (9,406) (1,090)
Exceptional reduction in BoE Base Rate 10,335 - 10,335
Suspension of discretionary bonus payments (4,498) (1,611) (6,109)
Cost of establishing new ventures 1,012 - 1,012
Costs relating to the acquisition of Asset Alliance 991 - 991
Underlying profit 16,156 (11,017) 5,139
Underlying basic earnings per share (pence) 39.0
* Loss of STB dividend income (£1.5m) removed from underlying profit
reconciliation for 2020 as shareholding now sold. The loss of rental income
during refurbishment work (£1.5m) has also been removed as the long term
strategy of the Group is to sell the property rather than keep it to generate
rental income.
The Bank of England Base Rate which was at 0.1% for most of the year continued
to have an adverse effect on the Group's profit. The historically low rate
is estimated to have cost the Group £11.5m, with majority of loans to
customers yielding reduced interest income. Despite the reduction in revenues
the Group continued its cautious approach to liquidity, maintaining low loan
to deposit ratios and keeping high levels of cash reserves at the Bank of
England. Surplus liquidity resources above the minimum Regulatory requirement
operated between £525m and £687m throughout the year resulting in £2.2m of
lost revenue.
During the year the Group acquired Asset Alliance Group Holdings Limited,
which completed on 1 April 2021. The business was acquired at a discount to
its fair valued net assets resulting in a bargain purchase of £8.6m.
Total credit provisions for the year were £3.2m. However, the majority of
this charge related to one case of £2.1m incurred by one of the Group's
specialist business, Renaissance Asset Finance. The provision was against the
total exposure to Arena TV, a highly publicised business collapse, which
reportedly had up to £285m of outstanding debt to 55 lenders.
The Bank revised its future economic scenarios modelled for its expected
credit losses. In the prior year a decline in UK property values of 5.5% was
modelled as part of the expected credit loss assessment. For the year ending
2021 the equivalent assumption was an increase of 1.2%, which resulted in a
release of provisions totalling £0.3m.
In the previous financial year, as a result of the Group reporting a loss, no
discretionary bonuses were awarded to staff. However, for 2021 with a return
to profitability, management intend to recognise and reward its high
performing staff with discretionary bonuses. The total charge for the year in
this respect was £6.6m (2020: £nil).
Total operating income earned by the Group was £88.7m compared to £72.5m for
the prior year. The average net margin on client assets was 4.1% (2020: 4.1%).
Included in operating income is revenue from AAG leased assets. This has
contributed 0.5% to the average yield generated from the Group's assets.
The Group's operating expenses increased to £93.4m compared to £71.4m for
the prior year. This was due to three factors. Firstly, staff costs increased
by £9.3m, including £6.6m as noted above for discretionary bonus payments.
Secondly, £3.8m was due to the write down of the property owned in Majorca
and lastly, £7.8m was due to recognition of nine months of costs for the
Asset Alliance Group following its acquisition in April.
Balance Sheet Strength
2021 2020
Summarised Balance Sheet £000 £000
Assets
Loans and advances to customers 1,870,962 1,587,849
Assets available for lease 121,563 -
Liquid assets 1,189,188 1,091,758
Other assets 177,154 173,929
Total assets 3,358,867 2,853,536
Liabilities
Customer deposits 2,837,869 2,365,207
Other liabilities 320,119 294,306
Total liabilities 3,157,988 2,659,513
Equity 200,879 194,023
Total equity and liabilities 3,358,867 2,853,536
Total assets increased by £0.5bn to £3.4bn (2020: £2.9bn), £282m was due
to loan book growth from both the Core Bank and the Specialist Lending
subsidiaries with the remaining growth as a result of the acquisition of AAG,
which contributed £122m of leased assets. The Group maintained its
conservative funding policy of relying only on retail deposits and targeting a
loan to deposit ratio of between 65-80%. Included in other assets is the
Group's investment property, which is held at fair value of £6.6m (2020:
£6.6m). Also included in other assets are £87.1m of properties classified as
inventory (2020: £84.7m). These properties have been fully refurbished with a
view to sell in 2022.
The net assets of the Group now stand at £13.15 per share (2020: £12.70).
The increase is largely due to the £5.6m increase in the value of the Secure
Trust Bank shares before they were sold, which was recorded in Other
Comprehensive Income.
Segmental Analysis
The segmental analysis is shown in more detail in Note 45. The Group is
organised into nine operating segments as disclosed below:
1) Banking - Includes Private and Commercial Banking. Private Banking -
Provides traditional private banking services.
Commercial Banking - Provides bespoke commercial banking services and
tailored secured lending against property
investments and other assets.
2) Wealth Management - Financial planning and investment management services.
3) Mortgage Portfolios - Acquired mortgage portfolios.
4) RAF - Specialist asset finance lender mainly in high value cars but also
business assets.
5) ACABL - Provides finance secured on either invoices, assets or stock of the
borrower.
6) ASFL - Provides short term secured lending solutions to professional and
entrepreneurial property investors.
7) AAG - Provides vehicle finance and related services, predominantly in the
truck & trailer and bus & coach markets.
8) All Other Divisions - All other smaller divisions and central costs in
Arbuthnot Latham & Co., Ltd (Investment property and
Central costs)
9) Group Centre - ABG Group management.
During the year the Group started to report the Wealth Management segment
separate from the Banking segment. This is the level at which management
decisions are made and how the Group will manage the overall business segments
going forward. The comparative numbers for the Banking division have therefore
been restated to exclude the Wealth Management segment.
The analysis presented below, and in the business review, is before any
consolidation adjustments to reverse the impact of the intergroup operating
activities and also intergroup recharges and is a fair reflection of the way
the Directors manage the Group.
Banking
2021 2020
Summarised Income Statement £000 £000
Net interest income 45,011 42,039
Net fee and commission income 2,482 2,053
Operating income 47,493 44,092
Operating expenses - direct costs (13,812) (12,302)
Operating expenses - indirect costs (27,503) (26,109)
Impairment losses - loans and advances to customers 354 (1,576)
Profit before tax 6,532 4,105
Banking reported a profit before tax of £6.5m (2020: £4.1m). This equated to
a 59% increase from the prior year. Net interest income grew by 7% due to
increased lending and deposit balances, both growing 23%.
There was a net release of provisions of £0.4m compared to a charge of £1.6m
for the prior year. This was due to revised economic scenarios applied in the
expected credit loss models due to a more positive future outlook. The most
significant and relevant to the Banking book was a net growth rate of 1.2% for
property compared to a decline of 5.5% for the prior year.
Operating costs increased by £2.9m largely due to bonus accruals awarded
after the year end in recognition of the contributions and achievements of the
business's high performing staff.
Customer loan balances increased by £262.3m to £1.4bn and customer deposits
also increased to £2.7bn (2020: £2.2bn). The average loan to value was 51.7%
(2020: 53.4%).
Wealth Management
2021 2020
Summarised Income Statement £000 £000
Net fee and commission income 10,563 9,316
Operating income 10,563 9,316
Operating expenses - direct costs (7,634) (6,537)
Operating expenses - indirect costs (5,050) (4,559)
Loss before tax (2,121) (1,780)
Wealth Management reported a loss before tax of £2.1m (2020: loss of £1.8m).
Fee income grew by 13% largely due to a year on year increase in AUMs of 18%,
which finished the year at £1.4bn (2020: £1.1bn).
Mortgage Portfolios
2021 2020
Summarised Income Statement £000 £000
Net interest income 4,735 5,951
Operating income 4,735 5,951
Other income 2,239 -
Operating expenses - direct costs (1,154) (1,624)
Impairment losses - loans and advances to customers (186) (115)
Profit before tax 5,634 4,212
The Mortgage Portfolios reported a profit of £5.6m (2020: £4.2m). The
increase against the prior year is due to £2.2m of other income which related
to the net profit on sale of the Tay Portfolio in February 2021, however, as a
consequence of the sale net interest income for the business unit fell 20%
compared to the prior year.
The remaining Santiago mortgage portfolio performed as expected generating a
gross yield of 2.8%. The year-end balance of the portfolio was £178.1m.
RAF 2021 2020
Summarised Income Statement £000 £000
Net interest income 5,929 6,021
Net fee and commission income 166 130
Operating income 6,095 6,151
Other income 78 73
Operating expenses - direct costs (3,943) (2,975)
Impairment losses - loans and advances (2,292) (1,154)
(Loss) / profit before tax (62) 2,095
Renaissance Asset Finance recorded a loss before tax of £0.1m (2020: profit
of £2.1m).
Net interest income remained flat at £5.9m (2020: £6.0m). Operating expenses
increased by £1.0m mainly due to higher staff costs.
Impairment charges against the London purpose-built taxi market reduced as
taxi operators reported improving business conditions and loans under
forbearance measures reduced, along with a more favourable economic outlook as
part of the IFRS9 expected credit loss assessment. However, the net impairment
charge for the year increased to £2.3m (2020: £1.2m) largely due to a charge
for Arena TV Limited, an outside broadcast equipment provider that collapsed
in November. The charge represents the total exposure to the borrower.
Customer loan balances increased by £5.2m or 6% with the majority of the
growth in the second half of the year. The average yield for 2021 remained
flat at 8.9%.
ACABL
2021 2020
Summarised Income Statement £000 £000
Net interest income 5,311 2,732
Net fee and commission income 4,224 2,403
Operating income 9,535 5,135
Operating expenses - direct costs (4,748) (3,130)
Impairment losses - loans and advances to customers (50) -
Profit before tax 4,737 2,005
ACABL recorded a £4.7m profit before tax (2020: £2.0m).
Client loan balances increased 109% to £182.1m at the end of the year (2020:
£87.3m), with issued facilities increasing to £384m (2020: £244m). The
higher client balances throughout the year resulted in an increase in
operating income of £4.4m. Operating expenses increased by £1.6m as staff
were hired to support the growing business.
Included in the year-end loan balance were government backed CBIL and RLS
loans totalling £62.8m.
ASFL
2021 2020
Summarised Income Statement £000 £000
Net interest income 578 536
Net fee and commission income 7 3
Operating income 585 539
Operating expenses - direct costs (1,590) (1,547)
Impairment losses - loans and advances to customers (21) (4)
Loss before tax (1,026) (1,012)
ASFL recorded a loss before tax of £1.0m (2020: loss of £1.0m).
The management team was restructured in the first half of the year and
progressed towards its relaunch, planned in the first half of 2022.
Customer loan balances closed the year at £10.1m (2020: £6.0m).
AAG
2021 2020
Summarised Income Statement £000 £000
Net interest income (2,401) -
Revenue 68,673 -
Cost of goods sold (62,196) -
Operating income 4,076 -
Gain from bargain purchase 8,626 -
Operating expenses - direct costs (7,872) -
Impairment losses - loans and advances to customers (1,001) -
Profit before tax 3,829 -
AAG results are based on the nine months since acquisition. The business
generated a profit before tax of £3.8m for the period.
The acquisition of AAG completed on 1 April 2021 for a purchase price of
£10.0m. The discount against the net assets resulted in a bargain purchase
credit to the income statement of £8.6m.
The most significant fair value adjustment arose from the valuation of the
leased truck fleet. The global computer chips shortage, used in the
manufacture of vehicles, has curtailed the supply of new trucks and therefore
increased the market value for second-hand vehicles. Upon acquisition the
adjustment to the asset values was an overall average increase of 15.95% on
the carrying value of the truck fleet resulting in an uplift totalling
£19.5m. Since acquisition £5.8m of this uplift has been realised through
sales.
As at 31 December 2021 the business had £121.6m of assets available for
lease, compared to £136.3m at acquisition.
Other Divisions
2021 2020
Summarised Income Statement £000 £000
Net interest income 7,555 3,389
Net fee and commission income 681 537
Operating income 8,236 3,926
Other income 2,081 1,445
Operating expenses - direct costs (12,570) (6,680)
Loss before tax (2,253) (1,309)
The aggregated loss before tax of other divisions was £2.3m (2020: loss of
£1.3m).
Reported within the other divisions in other income was rental income on our
Property portfolio of £0.5m (2020: £0.5m) and an adjustment to the RAF
deferred consideration of £0.6m, along with dividends received totalling
£0.1m.
Group Centre
2021 2020
Summarised Income Statement £000 £000
Net interest income (309) (146)
Subordi5ted loan stock interest (2,334) (2,464)
Operating income (2,643) (2,610)
Other income 397 -
Operating expenses (8,386) (6,796)
Loss before tax (10,632) (9,406)
The Group costs increased to £10.6m (2020: £9.4m). The Group received £0.4m
dividends from STB in 2021, while there was no dividend in 2020.
The increase in operating expenses is mainly due to the accrual for bonuses in
2021 of £1.4m (2020: £nil).
Capital
The Group's capital management policy is focused on optimising shareholder
value over the long term. There is a clear focus on delivering organic growth
and ensuring capital resources are sufficient to support planned levels of
growth. The Board regularly reviews the capital position.
The Group and the individual banking operation, are authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority and are subject to EU
Capital Requirement Regulation (EU No.575/2013) ("CRR") which forms part of
the retained EU legislation (EU legislation which applied in the UK before
11.00 p.m. on 31 December 2020 has been retained in UK law as a form of
domestic legislation known as 'retained EU legislation') and the PRA Rulebook
for CRR firms. One of the requirements for the Group and the individual
banking operation is that capital resources must be in excess of capital
requirements at all times.
In accordance with the parameters set out in the PRA Rulebook, the Internal
Capital Adequacy Assessment Process ("ICAAP") is embedded in the risk
management framework of the Group. The ICAAP identifies and assesses the risks
to the Group, considers how these risks can be mitigated and demonstrates that
the Group has sufficient resources, after mitigating actions, to withstand all
reasonable scenarios.
Not all material risks can be mitigated by capital, but where capital is
appropriate the Board has adopted a "Pillar 1 plus" approach to determine the
level of capital the Group needs to hold. This method takes the Pillar 1
capital requirement for credit, market and operational risk as a starting
point, and then considers whether each of the calculations delivers a
sufficient amount of capital to cover risks to which the Group is, or could
be, exposed. Where the Board considers that the Pillar 1 calculations do not
adequately cover the risks, an additional Pillar 2A capital requirement is
applied. The PRA will set a Pillar 2A capital requirement in light of the
calculations included within the ICAAP. The Group's Total Capital Requirement,
as issued by the PRA, is the sum of the minimum capital requirements under the
CRR (Pillar 1) and the Pillar 2A requirement.
The ICAAP document will be updated at least annually, or more frequently if
changes in the business, strategy, nature or scale of the Group's activities
or operational environment suggest that the current level of capital resources
are no longer adequate. The ICAAP brings together the management framework
(i.e. the policies, procedures, strategies, and systems that the Group has
implemented to identify, manage and mitigate its risks) and the financial
disciplines of business planning and capital management. The Group's
regulated entity is also the principal trading subsidiary as detailed in Note
44.
The Group's regulatory capital is divided into two tiers:
• Common equity Tier 1 ("CET1"), which comprises shareholder
funds less regulatory deductions for intangible assets, including Goodwill and
deferred tax assets that do not arise from temporary differences.
• Tier 2 comprises qualifying subordinated loans.
Capital ratios are reviewed on a monthly basis to ensure that external
requirements are adhered to. All regulated trading entities have complied with
all of the externally imposed capital requirements to which they are subject.
2021 2020
Capital ratios £000 £000
CET1 Capital Instruments* 202,479 195,979
Deductions (26,244) (15,393)
CET1 Capital after Deductions 176,235 180,586
Tier 2 Capital 36,772 37,656
Own Funds 213,007 218,242
CET1 Capital Ratio (CET1 Capital/Total Risk Exposure) 12.3% 15.4%
Total Capital Ratio (Own Funds/Total Risk Exposure) 14.9% 18.7%
* Includes year-end audited result.
Risks and Uncertainties
The Group regards the monitoring and controlling of risks and uncertainties as
a fundamental part of the management process. Consequently, senior
management are involved in the development of risk management policies and in
monitoring their application. A detailed description of the risk management
framework and associated policies is set out in Note 6.
The principal risks inherent in the Group's business are reputational,
macroeconomic and competitive environment, strategic, credit, market,
liquidity, operational, cyber, conduct and, regulatory and capital.
Reputational risk
Reputational risk is the risk to the Group from a failure to meet reasonable
stakeholder expectations as a result of any event, behaviour, action or
inaction by ABG itself, its employees or those with whom it is associated.
This includes the associated risk to earnings, capital or liquidity.
ABG seeks to ensure that all of it businesses act consistently with the seven
corporate principles as laid out on page 3 of the Annual Report and Accounts.
This is achieved through a central Risk Management framework and supporting
policies, the application of a three-lines of defence model across the Group
and oversight by various committees. Employees are supported in training,
studies and other ways and encouraged to live out the cultural values within
the Group of integrity, energy and drive, respect, collaboration and
empowerment. In applying the seven corporate principles, the risk of
reputational damage is minimised as the Group serves its shareholders,
customers and employees with integrity and high ethical standards.
Macroeconomic and competitive environment
The Group is exposed to indirect risks that may arise from the macroeconomic
and competitive environment.
Russia Ukraine Conflict
On 24 February 2022 Russia initiated an invasion of neighbouring Ukraine. The
global community reacted with a series of severe sanctions against Russia. As
a global supplier of commodities the effects of the sanctions and war in the
region is undetermined, however, it is likely to have a knock on effect to
global economies and specifically European nations with a reliance on Russian
exports. Global financial markets have reacted with falling stock markets
along with significant rises in oil and gas prices. Inflation is expected to
increase above previous expectation. The situation could have significant
geopolitical implications, including economic, social and political
repercussions on a number of regions that may impact the Group and its
customers.
Coronavirus
The COVID-19 pandemic continued to have a significant impact on all businesses
around the world and the markets in which they operate in 2021. The pandemic
has also increased uncertainty for the longer-term economic outlook, adding to
existing uncertainties stemming from Brexit.
Uncertainty remains around the impact of possible future variants on both
domestic and global economies. As in the prior year, the business continued to
operate with staff working remotely, in line with Government guidelines, for
much of 2021.
The global economic impact from COVID-19 has improved, with developed
economies showing signs of recovery following the most recent wave due to the
Omicron variant. The strength of further recovery depends crucially on the
degree to which COVID-19 vaccines and treatments allow a return to
pre-pandemic levels of economic activity.
Brexit
The Brexit transition period came to an end on 31 December 2020 and the EU and
UK agreed the Trade and Cooperation Agreement on 24 December 2020. There is
still some uncertainty around the long term consequences of Brexit. Following
the closure of the Dubai office during the year, all the Group's income and
expenditure is now based in the UK.
Climate change
Climate change presents financial and reputational risks for the banking
industry. The Board consider Climate change a material risk as per the Board
approved risk appetite framework which provides a structured approach to risk
taking within agreed boundaries. The assessment is proportional at present but
will develop over time as the Group generates further resources and industry
consensus emerges. The assessment is maintained by the Chief Risk officer and
has been informed by the ICAAP review and workshops for employees.
Whilst it is difficult to assess how climate change will unfold, the Group is
continually assessing various risk exposures. The UK has a legally binding
target to cut its greenhouse gas emissions to "net-zero" by 2050. There is
growing consensus that an orderly transition to a low-carbon economy will
bring substantial adjustments to the global economy which will have financial
implications while bringing risks and opportunities.
The risk assessment process has been integrated into existing risk frameworks
and will be governed through the various risk governance structures including
review and recommendations by the Arbuthnot Latham Risk Committee. Arbuthnot
Latham has been assessed against the Task Force on Climate-related Financial
Disclosures' ("TCFD") recommended disclosures and where appropriate the
FCA/PRA guidance as per the Supervisory Statements.
In accordance with the requirements of the PRA's Supervisory Statement
'Enhancing banks' and insurers' approaches to managing the financial risks
from climate change', the Group has allocated responsibility for identifying
and managing the risks from climate change to the relevant existing Senior
Management Function. The Bank is continuously developing a suitable strategic
approach to climate change and the unique challenges it poses.
The FCA have issued 'Climate Change and Green Finance: summary of responses
and next steps'. In addition to the modelling of various scenarios and various
governance reviews, the Group will continue to monitor requirements through
the relationship with UK Finance.
Strategic risk
Strategic risk is the risk that the Group's ability to achieve its corporate
and strategic objectives may be compromised. This risk is particularly
important to the Group as it continues its growth strategy. However, the Group
seeks to mitigate strategic risk by focusing on a sustainable business model
which is aligned to the Group's business strategy. Also, the Directors
normally meet once a year outside a formal Board setting to ensure that the
Group's strategy is appropriate for the market and economy.
Credit risk
Credit risk is the risk that a counterparty (borrower) will be unable to pay
amounts in full when due. This risk exists in Arbuthnot Latham, which
currently has a loan book of £1.9bn (2020: £1.6bn). The lending portfolio in
Arbuthnot Latham is extended to clients, the majority of which is secured
against cash, property or other high quality assets. Credit risk is managed
through the Credit Committee of Arbuthnot Latham.
Market risk
Market risk arises in relation to movements in interest rates, currencies,
property and equity markets. The Group's treasury function operates mainly to
provide a service to clients and does not take significant unmatched positions
in any market for its own account. As a result, the Group's exposure to
adverse movements in interest rates and currencies is limited to interest
earnings on its free cash and interest rate re-pricing mismatches. The Group
actively monitors its exposure to future changes in interest rates.
The Group is exposed to changes in the market value of its properties. The
current carrying value of Investment Property is £6.6m and properties
classified as inventory are carried at £87.1m. Any changes in the market
value of the property will be accounted for in the Income Statement for the
Investment Property and could also impact the carrying value of inventory,
which is at the lower of cost and net realisable value. As a result, it could
have a significant impact on the profit or loss of the Group.
Liquidity risk
Liquidity risk is the risk that the Group, although solvent, either does not
have sufficient financial resources to enable it to meet its obligations as
they fall due, or can only secure such resources at an excessive cost. The
Group takes a conservative approach to managing its liquidity profile. Retail
client deposits and drawings from the Bank of England Term Funding Scheme fund
the Bank. The loan to deposit ratio is maintained at a prudent level, and
consequently the Group maintains a high level of liquidity. The Arbuthnot
Latham Board annually approves the Internal Liquidity Adequacy Assessment
Process ("ILAAP"). The Directors model various stress scenarios and assess the
resultant cash flows in order to evaluate the Group's potential liquidity
requirements. The Directors firmly believe that sufficient liquid assets are
held to enable the Group to meet its liabilities in a stressed environment.
Operational risk
Operational risk is the risk that the Group may be exposed to financial losses
from conducting its business. The Group's exposures to operational risk
include its Information Technology ("IT") and Operations platforms. There are
additional internal controls in these processes that are designed to protect
the Group from these risks. The Group's overall approach to managing internal
control and financial reporting is described in the Corporate Governance
section of the Annual Report.
In line with further guidance issued by the Regulator, the Bank has continued
to focus on ensuring that the design of systems and operational plans are
robust to maintain operational resilience in the face of unexpected incidents.
During 2021 the Bank continued to review these plans and undertook tests to
ensure backup and recovery processes were effective even when working in a
hybrid working model.
During the year the FCA, PRA and BoE published their final policy papers on
building operational resilience. The Group is on track to comply with the
initial requirements prior to the implementation date of 31 March 2022.
Cyber risk
Cyber risk is an increasing risk for the Group within its operational
processes. It is the risk that the Group is subject to some form of disruption
arising from an interruption to its IT and data infrastructure. The Group
regularly tests the infrastructure to ensure that it remains robust to a range
of threats and has continuity of business plans in place including a disaster
recovery plan.
Conduct risk
As a financial services provider we face conduct risk, including selling
products to customers which do not meet their needs, failing to deal with
clients' complaints effectively, not meeting clients' expectations, and
exhibiting behaviours which do not meet market or regulatory standards.
The Group adopts a low risk appetite for any unfair customer outcomes. It
maintains clear compliance guidelines and provides ongoing training to all
employees. Periodic spot checks, compliance monitoring and internal audits
are performed to ensure these guidelines are followed. The Group also has
insurance policies in place to provide some cover for any claims that may
arise.
Regulatory and capital risk
Regulatory and capital risk includes the risk that the Group will have
insufficient capital resources to support the business and/or does not comply
with regulatory requirements. The Group adopts a conservative approach to
managing its capital. The Board of Arbuthnot Latham approves an ICAAP
annually, which includes the performance of stringent stress tests to ensure
that capital resources are adequate over a three year horizon. Capital and
liquidity ratios are regularly monitored against the Board's approved risk
appetite as part of the risk management framework.
Regulatory change also exists as a risk to the Group's business.
Notwithstanding the assessments carried out by the Group to manage regulatory
risk, it is not possible to predict how regulatory and legislative changes may
alter and impact the business. Significant and unforeseen regulatory changes
may reduce the Group's competitive situation and lower its profitability.
Strategic Report - Non-Financial Information Statement
The table below sets out where stakeholders can find information on
non-financial matters, as required by Sections 414CA and 414CB of the
Companies Act 2006, enabling them to understand the impact of the Group's key
policies and activities.
Reporting Requirement Policies and Standards Information Necessary to Understand Impact of Activities and Outcome of
Policies
Environmental Matters • Credit Policy • Financial Review, pages 18 and 19
• Managing Financial Risks of Climate Change Framework • Stakeholder Engagement and S. 172 (1) Statement, page 23
• Environmental Management Policy • Sustainability Report, pages 24 to 28
• Corporate Governance Report page 37
Employees • Agile Working Policy • Stakeholder Engagement and S. 172 (1), pages 22 and 23
• Board Diversity Policy • Sustainability Report, pages 24 and 27
• Dignity at Work Policy • Directors Report, page 32
• Equality and Diversity Policy • Corporate Governance Report, page 36
• Flexible Working Policy
• Health and Safety Policy
• Long Service Awards Policy
• Parental Leave Policy
• Personal Appearance Policy
• Remuneration Policy
• Training & Development Policy
• Whistleblowing Policy
Social Matters • Complaints Handling Policy • Arbuthnot Principles, page 3
• Fraud Policy • Stakeholder Engagement and S. 172 (1) Statement, page 23
• Tax Strategy • Sustainability Report, pages 24 and 27
• Vulnerable Clients Policy
Respect for • Anti- Modern Slavery Policy • Stakeholder Engagement and s.172 (1) Statement, page 23
Human Rights • Dignity at Work Policy • Sustainability Report, page 27
• Equality and Diversity Policy
• Personal Data Protection Policy
Anti-Corruption • Anti-Bribery and Corruption Policy • Sustainability Report, page 27
and Anti-Bribery • Anti-Money Laundering Policy
• Client Acceptance policy
• Cyber Strategy
• Group Market Abuse and Insider Dealing Policy
• Physical Security Policy
Description of Principal Risks and Impact of Business Activity • Strategic Report, pages 17 to 20
Description of the Business Model • Arbuthnot Principles, page 3
Non-Financial Key Performance Indicators • Sustainability Report, page 27
Strategic Report - Stakeholder Engagement and s.172 Report
This section of the Strategic Report describes how the Directors have had
regard to the matters set out in section 172 (1) (a) to (f) of the Companies
Act 2006 when making decisions. It forms the Directors' statement required by
ABG as a large-sized company under section 414CZA of the Act.
The Directors have acted in a way that they considered, in good faith, to be
most likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so had regard, amongst other matters, to:
• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with
suppliers, customers and others;
• the impact of the Company's operations on the community and the
environment;
• the desirability of the Company maintaining a reputation for
high standards of business conduct; and
• the need to act fairly as between members of the Company.
The Arbuthnot Principles and Values set out on page 3 explain the Board's
approach to its stakeholders. Details of how the Directors had regard to the
interests of its key stakeholders during the year are set out below, in the
Group Directors Report on page 32 and in the Corporate Governance Report on
page 37.
The Directors are conscious that their decisions and actions have an impact on
stakeholders. The stakeholders we consider in this regard are our
shareholders, employees, customers, suppliers, regulators and the environment
in which we operate.
Likely consequences of any decision in the long term
The Directors make their decisions to ensure that long-term prospects are not
sacrificed for short term gain, reflecting the values and support of Sir Henry
Angest, Chairman and Chief Executive and majority shareholder, which have
proved successful in creating and maintaining value for all shareholders for
over 40 years. This was demonstrated in the year by a number of Board
decisions.
In March 2021 the Board resolved that the Company should pay a special
dividend to replace the dividend that was withdrawn at the request of the
regulators at the outset of the pandemic. This reflected new PRA guidance on
the suitability and appropriate level of distributions. The Board also
determined that no dividend should be paid in respect of earnings for 2020.
This seemed an equitable share of the risks and rewards as the employees of
the Group received no bonuses or pay rises in the same year. In seeking to
restore this equilibrium in July 2021, by which time the future prospects of
the business were more positive, the Board declared an interim dividend at the
same level as that paid in 2019.
The Board decided to maintain significant investment in modern technology in
order to grow the Group's businesses. During the year, it approved further
investment in the Bank's core banking system to ensure that the platform is
capable of supporting its future growth and development.
A further illustration of the balancing of the interests of our stakeholders
in their long-term interest was the decision in October 2021 to approve an
arrangement to originate and sell loans to a third party, the majority of
which will be 100% risk weighted commercial investment loans. In addition to
leveraging the Bank's expertise in the specialist commercial lending sector,
this decision was made in order to grow towards the "Future State" vision. The
Future State is the name given to the Board's key objective of generating
sufficient profits and capital to keep the Bank growing at a good pace whilst
making sure employees and shareholders are suitably rewarded, once our capital
has been deployed.
Interests of the Company's employees
Employees are also able to raise concerns in confidence with the HR Team, with
grievances followed up in line with a specified process which satisfies all
legal requirements. As explained in the section 172 (1) Statement of Arbuthnot
Latham, the Company's banking subsidiary, one of its non-executive directors
has been designated by its board as the director to engage with Arbuthnot
Latham group's workforce whereas the Company itself has fewer than 20
employees, all of whom have direct access to Board members.
As set out in the Whistleblowing Policy, Ian Dewar, a non-executive director
and chairman of the Audit Committee, is the Company's Whistleblowing Champion
and there is an anonymous whistleblowing service via an external provider.
There is also protection for employees deriving from the Public Interest
Disclosure Act 1998. Any material whistleblowing events are notified to the
Board and to the applicable regulator.
The Board receives an update on human resource matters at each of its
meetings. Early on in the pandemic, the decision was taken to prioritise job
retention and not to furlough any employees, whilst awarding no bonuses for
2020, in order to provide reassurance to employees in an uncertain time and to
protect the business. There were regular communications with staff during the
year in order to check on their wellbeing and to communicate the intention to
reward them for their hard work and dedication over the period with a
resumption of bonuses for 2021, following the return to profitability, and on
plans for a return to the office. The results of an employee engagement survey
conducted over the summer were reported to the Board; this achieved an 89%
response rate, 91% of whom were proud to work for the business. The Board
also endorsed a new Agile Working Policy, implemented from October, to enable
the business and its employees to benefit from a practical combination of
office and remote working.
Company's business relationships with suppliers, customers and others
The Directors attach great importance to good relations with customers and
business partners. In particular, our clients are integral to our business
and forging and maintaining client relationships are core to Arbuthnot
Latham's business and crucial for client retention. Regular contact was
maintained with clients during the year providing support where possible,
including with a return to meetings in the office between October and
mid-December and again since February 2022.
The Company is committed to following agreed supplier payment terms. There is
a Supplier Management Framework in place covering governance around the
Company's procurement and supplier management activities. For due diligence
and compliance purposes, suppliers are assessed through an external
registration system. The Modern Slavery Statement, approved by the Board in
March as part of its annual review of the Company's stance and approach to the
Modern Slavery Act, explains the risk-based approach that the Company has
taken to give assurance that slavery and human trafficking are not taking
place in its supply chains or any part of its business. The Board requires
that Arbuthnot Latham implements a Modern Slavery Policy, procedures and
processes in relation to the AL Group, which reflects the commitment to act
ethically and with integrity, in all their respective business relationships
and additionally, to ensure that slavery and human trafficking are not taking
place anywhere in the AL Group or in the AL Group's supply chain.
Other stakeholders include the Company's Regulators, the PRA and the FCA, with
whom open and regular dialogue is maintained.
Balancing stakeholder interests
Following a strategic review of its international representation, the Board
concluded that the Dubai office no longer fitted with its future growth plans
and so took the decision to close the branch on 31 May 2021. When the office
opened in 2013, it represented a good opportunity for the business to build
assets under management. At the time, around 85% of the Group's capital was
employed in Secure Trust Bank PLC, but over time opportunities were realised
to grow AL, deploying capital through lending in the UK. The Dubai business
generated a good volume of client relationships for the Bank, but its
contribution versus its high cost base made it unviable for the Bank's future
growth aspirations. Existing relationships were successfully migrated to the
Bank's London based teams for continued client servicing and our employees
were offered equivalent jobs in London.
Impact of the Company's operations on the community and the environment
In September 2021, the Board reviewed a Climate Change Spotlight, noting the
initiatives being taken including an Environmental Social and Governance
project. This was established, given the Bank's exposure to climate change
transition risk as the UK evolves to a low carbon economy through political,
regulatory and legal pressure with clients and investors increasingly
interested in the Group's ESG stance. The Board has again approved an energy
and carbon report meeting the requirements of the Streamlined Energy and
Carbon Reporting standards, as set out on pages 25 and 26 of the
Sustainability Report.
Desirability of the Company maintaining a reputation for high standards of
business conduct
The Directors believe that the Arbuthnot culture set out in the Arbuthnot
Principles and Values on page 3 manifests itself at Board level and in the
external view of the Group as a whole. The importance of the Group's
reputation is considered at each Board meeting. These Principles are
encapsulated in five Group cultural values, embedded into day-to-day
activities. These values are integrity, respect, empowerment, energy and
drive, and collaboration.
Acting fairly as between members of the Company
The majority shareholder, Sir Henry Angest, is the Company's Chairman and
Chief Executive. There is continuing engagement with other major shareholders
and the Directors make their decisions on behalf of all shareholders. The
Board welcomes engagement with them and will continue to maintain
communications via one-to-one meetings as appropriate.
Strategic Report - Sustainability Report
The Group is publishing its first Sustainability Report, demonstrating its
commitment to ensuring its business activities have a positive impact not just
for clients and shareholders, but also for colleagues, society, and the
environment. Two of our key business principles, reciprocity and stability,
rely on us recognising our own responsibility to make a positive societal
impact.
The world is in the middle of a profound transition when it comes to
sustainability, and we recognise the role we must play in that transition.
This means operating with a strong emphasis on our environmental and societal
impact, and on our governance procedures.
The Group approaches ESG by measuring the impact from our practices and
outputs across five categories of sustainability - Governance, Employees,
Community, Environment and Clients.
Governance
The Group has a solid system of governance in place, endorsing the principles
of openness, integrity and accountability which underlie good corporate
governance. The Group operates to high standards of corporate accountability
with an effective Board and Board committees. This, together with the role and
overall holding of Sir Henry Angest, the ultimate majority shareholder, and
compliance with PRA and FCA regulations, is fundamental to our success as a
business.
Employees
Our colleagues and culture set us apart from others in our industry. Our high
colleague engagement scores are a testament to this - 91% of colleagues state
they are proud to work for the Group. As a relationship-led bank, our
colleagues are at the centre of our consideration. Along with a range of
structured internal wellbeing programmes, we have also introduced agile
working, reflecting the Board's view that there are substantial benefits from
balancing office working with working from home. The Agile Working Policy was
introduced in October 2021 to enable the business and its employees to benefit
from a practical combination of office and remote working. We also introduced
revised the Personal Appearance Policy to reflect both the changing nature of
the workplace and our broad and diverse client base. In November 2021, we
conducted our first Diversity & Inclusion Survey, the results of which
will be used to create an even better working environment for employees and to
help attract the best talent.
As a rapidly growing business, we encourage career progression and seek to
develop our people's skills to help them grow within the organisation. We
strive to create a working environment that ensures people are treated fairly
and that their wellbeing is supported.
Community
The Group supports philanthropy. We give back to our local communities and to
causes we believe in as a group and locally. We have supported young
entrepreneurs for six years via our Inspiring Innovators programme and promote
fundraising throughout the group.
Environment
The Group takes a long-term view. We recognise as a business that our carbon
footprint needs to move towards net-zero over time. This reduction is not just
an environmental imperative, but a business one as well. We are committed to
having net zero carbon emissions by 2050. As a consequence, the Board of
Arbuthnot Latham has recently approved an Environmental Management policy
which sets outs the Group's high-level approach to managing environmental
issues and provides requirements in helping the bank to achieve its
commitments.
The Bank's Credit Policy sets out the Group's limited appetite for financial
and reputational risk emanating from climate change, which includes physical
risk (extreme weather, flooding etc.) and transitional risk (changes to law,
policy, regulation, and culture). The Bank adopts a favourable stance
towards a low carbon economy and lending propositions that have a neutral or
positive impact on the environment / climate. The Bank will also consider the
impact on public perception and potential impact on ongoing demand for
clients' products and services, as well as any impact on its underlying
security. These factors are assessed as part of the credit application process
and at least once a year through the annual review process.
Streamlined Energy & Carbon Reporting (SECR)
The Group has worked again with a specialist energy management consultancy,
Carbon Decoded, to gather the information required to be reported by large
unquoted companies under the Companies (Directors' Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018:
• All energy in line with Greenhouse Gas Reporting (GHG) Scope One
- gas and owned transport, Scope Two -electricity and Scope Three - non-owned
transport.
• An intensity metric to enable year on year improvements to be
tracked.
The report covers data from 1 January to 31 December 2021 for the Company and
its subsidiaries, including Asset Alliance Group Limited which was acquired on
1 April 2021. The Group has reported all sources of environmental impact, as
required in SECR, over which it has financial control, being the Company and
its subsidiaries. A full 12 months' emissions have been reported for AAG in
order to make year on year comparison more meaningful in future years.
Base Year
The Base Year chosen was 2019 because 2020 was not considered to provide a
representative comparison year due to the impact of the pandemic on office
working and travel.
Reporting Methodology
• Data has been collected for electricity, gas and transport
• GHG Protocol Corporate Accounting and Reporting Standard has
been followed where relevant
• Data was collected specifically for the purpose of SECR
reporting
• The 2019 and 2021 UK Government Conversion Factors for Company
Reporting were used for all calculations of Carbon emissions.
• Data were estimated where necessary, as set out below.
Estimated Data
The following data were estimated in 2021:
Dominion Street, London natural Gas Gas use is included in the rent and sub-metering is not available, estimates
are based on floor area
Bristol and Gatwick Energy is included on the rent and sub-metering for the office is not
available, estimates are based on floor area
Owned Commercial Properties Estimates based on floor areas have been used for periods of the year where
floors were vacant.
Transport Diesel mileage for the Wolverhampton AAG site as tank stored diesel is used
for a variety of vehicles.
Operational Scopes
Energy consumption for the commercial office properties owned by the Group has
been included in 2021 where floors in buildings were unoccupied by tenants and
the responsibility for energy consumption returned to the Group since 2019.
Report Summary 2021 2020 Baseline 2019
Scope One Measure kWh Carbon Tonnes tCO2e Intensity Ratio tCO2e Measure kWh Carbon Tonnes tCO2e Intensity Ratio tCO2e Measure kWh Carbon Tonnes tCO2e Intensity Ratio tCO2e
Natural Gas (m2) 5,779 305,708 56 0.010 5,779 355,415 65 0.011 5,779 359,672 66 0.011
Gas Oil (m2) 1,545 12,923 3 0.002
Kerosene (m2) 1,545 57,356 14 0.009
Sub Total Scope One 8,869 375,987 73 0.008 5,779 355,415 65 5,779 359,672 66
Company Vehicles (miles) 544,950 1,409,040 334 0.0006 26,880 27,314 7 0.0002 92,984 88,810 22 0.0002
Total Scope One 1,785,027 407 382,729 72 448,482 88
Scope Two
Electricity (m2) 14,117 1,797,245 382 0.027 7,683 1,027,760 240 0.031 7,683 1,443,054 369 0.048
Total Scope Two 14,117 1,797,245 382 0.027 7,683 1,027,760 240 0.031 7,683 1,443,054 369 0.048
Scope Three
Grey Fleet Vehicles (miles) 173,316 212,618 50 0.0003 43,568 59,196 14 0.0003 127,516 168,093 41 0.0003
Total Scope Three 173,316 212,618 50 0.0003 43,568 59,196 14 0.0003 127,516 168,093 41 0.0003
Total of all Scopes 3,794,890 839 1,469,685 326 2,059,629 498
Notes:
The figures reported above have been calculated and independently verified by
Carbon Decoded.
The increased carbon tonnage of 342 tonnes, compared to 2019, is stated after
the inclusion of AAG which was responsible for 505 tonnes.
Intensity Ratio
An intensity ratio is used to enable year on year comparison. As the Group
is an office-based business, the recognised standard measure is kilowatt-hour
per square metre (kWh/m2). This enables the energy use to be compared to
industry standard benchmarks. Similarly for transport is kilowatt-hour per
mile (kWh/mile). For reporting purposes, the Carbon Tonnes/floor area and
miles have also been reported as required by the Regulations.
Energy Efficiency Actions
In 2021 the number of staff working in the Group's offices was restricted by
the impact of the pandemic and the focus was on ensuring their safety and
providing our clients with the best possible service. While this limited the
opportunities for energy efficiency actions, we were able to save 45% of our
baseline energy consumption during the first half of 2021 through the
implementation of good energy management practices, such as ensuring that all
non-essential equipment was switched off. This necessarily changed as staff
returned to the office, initially on a voluntary basis, from 19 July 2021.
In November 2021 we identified that air conditioning fans coils at the
Company's Head Office in Wilson Street, London, were staying on at night when
the offices were unoccupied. A trial to manually switch off the fans
identified a potential 36% saving on 2021 consumption figures. We are now
investigating an automated solution. As a business the Group understands the
importance of reducing its carbon emissions; in 2022 we are looking to install
sub-metering at our Head Office. This should enable us to understand better
where and when energy is being used and allow us to produce an energy saving
strategy.
Clients
Relationships with our clients are at the heart of what we do. We take the
time to understand what is important to our clients so we can be confident
that we are working in their best interests, for business, for family, for
life. A relationship-led bank, every single one of our clients has a dedicated
relationship manager there to guide and support them. This is supported by our
strong net promoter scores (NPS).
Policies
The Group has adopted a wide range of policies that straddle the five pillars
to ensure that staff and management are aware of their responsibilities
towards our customers and comply with all regulatory requirements. Some of
the key policies are set out below and in the Non-Financial Statement on page
21.
Our transition towards sustainability
We are taking steps, guided by our five pillars, to help us to become more
sustainable. Initiatives planned to be taken during 2022 and beyond will be
set out on the Group's website in due course.
Pillar Current status
Ensure responsible and transparent corporate governance which aligns to • We are developing a transparent framework for embedding
business goals while making a positive societal impact sustainability into our business practices by recording, monitoring, and
publishing performance against pre-defined targets.
• We have policies in place, such as our
• Anti-Money Laundering Policy, written to ensure a consistent
approach across the Group to assist with the deterrence and detection of those
suspected of laundering the proceeds of crime or those involved in the funding
or execution of terrorism, and the disclosure to the relevant authorities; and
our
• Anti-Bribery and Corruption policy, expressing our condemnation of
such practice, prohibiting employees from engaging in it and expecting third
parties providing services to have similar commitments.
• We have a published Tax Strategy, which sets out the Group's
commitment to compliance with tax law and practice in the UK, which includes
paying the correct amount of tax at the right place and right time, and having
a transparent and constructive relationship with the tax authority.
Creating a supportive and diverse workplace in which employees can thrive • We promote a working environment that seeks to develop employee
skills, and ensures employees are treated fairly and supports their wellbeing.
• We have been named a 5* employer by WorkBuzz for sustained high
levels of employee engagement.
• Arbuthnot Achievers employee recognition scheme
• Annual and pulse employee surveys (conducted anonymously)
• Agile and flexible working policies
• We pay all colleagues a living wage and have market aligned job
families. All employees are eligible for a bonus, pension contribution, health
insurance, death in service critical illness cover, sick pay and other
benefits
• We publish details of our gender pay gap annually.
Having a positive impact on the community in which we operate Diversity & Inclusion
• We are committed to the promotion of a workplace culture that
provides an equitable, diverse, and inclusive environment.
• First Diversity & Inclusion survey for employees in 2021 to
understand the status-quo.
Corporate Social Responsibility (CSR)
• We plan to review our CSR activities to ensure they are aligned
with our ESG activity and the Bank's corporate principles and cultural values.
Suppliers
• We aim to engage suppliers with whom we can build mutually
sustainable relationships in line with our values.
• We currently screen suppliers with regard to ethical standards.
• The Group's Anti-Modern Slavery Policy sets out our zero-tolerance
approach to modern slavery, and any instance of modern slavery in our business
or supply chain is a breach of the core values of our business.
Ensuring that our business practices have a positive impact on the environment We will set targets and progress against these with a view to reaching
net-zero carbon emissions as a business by 2050.
Energy
• Plan to review our working environment and practices to reduce our
energy consumption. The introduction of agile working is having a positive
impact on our energy usage.
Waste
• We have reduced paper usage in the office by issuing laptops to
all employees.
• We are reducing the printing of client communications and
marketing materials.
• We ensure the responsible disposal of computer equipment and have
a waste recycling programme in place.
Transport
• Our carbon footprint decreased substantially with the introduction
of agile working.
• We have developed our virtual meeting facilities and will continue
to do this, reducing the need for travel between offices.
• Our benefits include a cycle to work scheme and season ticket
loan.
Ensuring best outcomes for our clients • We seek regular feedback from our clients to reinforce our
proposition and service.
• We also have a robust complaints process and take dissatisfaction
seriously, remediating issues promptly.
• We take the protection of our client data very seriously and have
robust measures in place to protect client data in line with our legal and
regulatory requirements.
• In 2021 we launched a Sustainable Investment Service which
incorporates environmental, social, and governance factors to achieve
a positive impact without sacrificing long-term financial returns.
• We completed a vulnerable clients review project which gave
actionable insight into the challenges faced and the necessary actions
required in order to protect them.
Group Directors Report
The Directors present their report for the year ended 31 December 2021.
Business Activities
The principal activities of the Group are banking and financial services. The
business review and information about future developments, key performance
indicators and principal risks are contained in the Strategic Report on pages
7 to 28.
Corporate Governance
The Corporate Governance report on pages 34 to 41 contains information about
the Group's corporate governance arrangements, including in relation to the
Board's application of the UK Corporate Governance Code.
Results and Dividends
The results for the year are shown on page 55 of the financial statements. The
profit after tax for the year of £6.8m (2020: loss of £1.3m) is included in
reserves. The Directors recommend the payment of a final dividend of 22p
(2020: Nil) per share. This represents total dividends for the year of 59p
(2020: Nil), including: the special dividend of 21p paid on 19 March 2021,
being equal to and in lieu of the dividend that was declared in March 2020
based on the profits reported in 2019 and which was subsequently withdrawn
following the guidance issued by the PRA at that time; and the second interim
dividend of 16p (2020: Nil) paid on 24 September 2021. The final dividend, if
approved by members at the 2022 Annual General Meeting ("AGM"), will be paid
on 31 May 2022 to shareholders on the register at close of business on 22
April 2022.
Directors
The names of the Directors of the Company at the date of this report, together
with biographical details, are given on page 29 of this Annual Report. All the
Directors listed on those pages were directors of the Company throughout the
year.
Sir Christopher Meyer will retire from the Board at the Annual General Meeting
and does not seek re-election. Sir Henry Angest, and Mr. A.A. Salmon being
eligible, offer themselves for re-election under Article 78 of the Articles of
Association. Sir Henry and Mr. Salmon have a service agreement terminable on
twelve months' notice.
Articles of Association
The Company's articles of association may only be amended by a special
resolution of the Ordinary shareholders. They were last amended at the AGM in
May 2017 and can be viewed at
www.arbuthnotgroup.com/corporate_governance.html.
Viability Statement
In accordance with the UK Corporate Governance Code, the Directors confirm
that there is a reasonable expectation that the Group will continue to operate
and meet its liabilities, as they fall due, for the three-year period up to 31
December 2024. A period of three years has been chosen because it is the
period covered by the Group's strategic planning cycle and also incorporated
in the Individual Capital Adequacy Assessment Process ("ICAAP"), which
forecasts key capital requirements, expected changes in capital resources and
applies stress testing over that period.
The Directors' assessment has been made with reference to:
• the Group's current position and prospects - please see the
Financial Review on pages 11 to 20;
• the Group's key principles - please see Corporate Philosophy
on page 3; and
• the Group's risk management framework and associated policies,
as explained in Note 6.
The Group's strategy and three-year plan are evaluated and approved by the
Directors annually. The plan considers the Group's future projections of
profitability, cash flows, capital requirements and resources, and other key
financial and regulatory ratios over the period. The ICAAP is embedded in the
risk management framework of the Group and is subject to continuing updates
and revisions when necessary. The ICAAP process is used to stress the capital
position of the Group over the three-year planning period. It is updated at
least annually as part of the business planning process.
Going Concern
After making appropriate enquiries which assessed strategy, profitability,
funding, risk management (see Note 6 to the financial statements) and capital
resources (see Note 7), the Directors are satisfied that the Company and the
Group have adequate resources to continue in operation for the foreseeable
future. The financial statements are therefore prepared on the going concern
basis.
Share Capital
The Company has in issue two classes of shares, Ordinary shares and Ordinary
Non-Voting shares. The Non-Voting shares rank pari passu with the Ordinary
shares, including the right to receive the same dividends as the Ordinary
shares, except that they do not have the right to vote in shareholder
meetings.
Authority to Purchase Shares
Shareholders will be asked to approve a Special Resolution renewing the
authority of the Directors to make market purchases of shares not exceeding
10% of the issued Ordinary and Ordinary Non-Voting share capital. The
Directors will keep the position under review in order to maximise the
Company's resources in the best interests of shareholders. Details of the
resolutions renewing this authority are included in the Notice of Meeting on
pages 154 and 155. No shares were purchased during the year. The maximum
number of Treasury shares held at any time during the year was 390,274
Ordinary shares and 19,040 Ordinary Non-Voting shares of 1p each.
Financial Risk Management
Details of how the Group manages risk are set out in in the Strategic Report
and in Note 6 to the financial statements.
Directors' Interests
The interests of current Directors and their families in the shares of the
Company at the dates shown, together with the percentage of the current issued
share capital held (excluding treasury shares), were as follows:
Beneficial Interests - Ordinary shares 1 January 2021 31 December 2021 18 March 2022 %
Sir Henry Angest 8,351,401 8,351,401 8,351,401 56.1
N.P.G. Boardman 7,270 16,313 16,313 0.1
J.R. Cobb 6,000 6,000 6,000 0.0
A.A. Salmon 51,699 51,699 51,699 0.3
Beneficial Interests - Ordinary Non-Voting shares 1 January 2021 31 December 2021 18 March 2022 %
Sir Henry Angest 83,513 86,674 86,674 64.9
J.R. Cobb 60 60 60 0.0
A.A. Salmon 516 516 516 0.4
Substantial Shareholders
The Company was aware at 18 March 2022 of the following substantial holdings
in the Ordinary shares of the Company, other than those held by one director
shown above:
Holder Ordinary Shares %
Liontrust Asset Management 1,719,187 11.5
Slater Investments 1,049,600 7.0
Mr. R Paston 529,130 3.6
Significant Contracts
No Director, either during or at the end of the financial year, was materially
interested in any contract with the Company or any of its subsidiaries, which
was significant in relation to the Group's business. At 31 December 2021, one
Director had a loan from Arbuthnot Latham & Co., Limited amounting to
£0.5m (2020: £0.5m) and five directors had deposits amounting to £4.0m
(2020: £3.9m), all on normal commercial terms as disclosed in Note 43 of the
financial statements.
Directors' Indemnities
The Company's Articles of Association provide that, subject to the provisions
of the Companies Act 2006, the Company may indemnify any Director or former
Director in respect of liabilities (and associated costs and expenses)
incurred in connection with the performance of their duties as a Director of
the Company or any subsidiary and may purchase and maintain insurance against
any such liability. The Company maintained directors and officers liability
insurance throughout the year.
Employee Engagement
The Company gives due consideration to the employment of disabled persons and
is an equal opportunities employer. It also regularly provides employees
with information on matters of concern to them, consults on decisions likely
to affect their interests and encourages their involvement in the performance
of the Company through regular communications and in other ways. Further
information on employee engagement is given in the Strategic Report on pages
22 and 23.
Engagement with Suppliers, Customers and Others
Information on engagement with suppliers, customers and other stakeholders is
given in the Strategic Report on page 23.
Streamlined Energy & Carbon Reporting
The information required by the Companies (Directors' Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018 is set out
in the Sustainability Report on pages 25 and 26. These Regulations implement
the Government's policy on Streamlined Energy and Carbon Reporting (SECR) to
support businesses in understanding their Carbon emissions and to help them
establish plans to become Net Zero by 2050.
Political Donations
The Company made political donations of £20,000 during the year (2020:
£10,000), being payment for attendance at political functions.
Branches outside of the UK
During the year Arbuthnot Latham & Co., Limited operated a branch in
Dubai, regulated by the Dubai Financial Services Authority. This office closed
at the end of May 2021.
Events after the Balance Sheet Date
Details of material post balance sheet events are given in Note 48.
Annual General Meeting ("AGM")
The Company's AGM will be held on Wednesday 25 May 2022 at which Ordinary
Shareholders will be asked to vote on a number of resolutions. Whilst it is
assumed that shareholders will be able to attend in person, shareholders are
encouraged to submit their votes in respect of the business to be discussed
via proxy, appointing the Chairman of the meeting as their proxy. This will
ensure that votes will be counted if shareholders are unable to attend the
meeting in person. The resolutions, together with explanatory notes about
voting arrangements, are set out on pages 154 to 156.
Auditor
A resolution for the re-appointment of Mazars LLP as auditor will be proposed
at the forthcoming AGM in accordance with section 489 of the Companies Act
2006.
Disclosure of Information to the Auditor
Each of the persons who are Directors at the date of approval of this Annual
Report confirm that:
• so far as each director is aware, there is no relevant audit information
of which the Company's auditor is unaware; and
• they have taken all the steps they ought to have taken as a director to
make themselves aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Statement of Directors' Responsibilities in Respect of the Strategic Report
and the Directors' Report and the Financial Statements
The Directors are responsible for preparing the Strategic Report, the
Directors' Report and the Financial Statements in accordance with applicable
law and regulations. Company Law requires the Directors to prepare Group and
Parent Company Financial Statements for each financial year. As required by
the AIM Rules for Companies and in accordance with the Rules of the AQSE
Growth Market, they are required to prepare the Group Financial Statements in
accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and have elected to prepare the Parent
Company Financial Statements on the same basis.
Financial Statements
Under Company Law the Directors must not approve the Financial Statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the Group profit or loss for that
period. In preparing each of the Group and Parent Company Financial
Statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable, relevant and
reliable;
• state whether they have been prepared in accordance with IFRSs
in conformity with the requirements of the Companies Act 2006;
• assess the Group and Parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless they intend
either to liquidate the Group or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the Parent
Company and enable them to ensure that its Financial Statements comply with
the Companies Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
The Directors confirm that the Annual Report and financial statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group and Parent Company's position,
performance, business model and strategy.
Corporate Governance
Introduction and Overview
Arbuthnot Banking Group has a strong and effective corporate governance
framework. The Board endorses the principles of openness, integrity and
accountability which underlie good governance and takes into account the
provisions of the UK Corporate Governance Code, published by the Financial
Reporting Council in July 2018 ("the FRC Code"), in so far as they are
considered applicable to and appropriate for it, given its size and
circumstances, and the role and overall shareholding of its majority
shareholder. The Group's banking subsidiary, Arbuthnot Latham & Co.,
Limited, is authorised by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority ("FCA") and by the PRA. Four of
its subsidiaries, Asset Alliance Limited, Asset Alliance Leasing Limited,
Forest Asset Finance Limited and Renaissance Asset Finance Limited, are
regulated by the FCA. Accordingly, the Group operates to the high standards of
corporate accountability and regulatory compliance appropriate for such a
business.
The Board has decided to report against the FRC Code. This decision was made
in light of the requirement in the AIM Rules for Companies that AIM listed
companies state which corporate governance code they have decided to apply,
how the company complies with that code, and where it departs from its chosen
code an explanation of the reasons for doing so. The Rules of the AQSE Growth
Market also require the Company to adopt, as far as possible, the principles
and standards set down in a recognised UK corporate governance code. This
information is published on the Company's website and the Company reviews it
each year as part of its annual reporting cycle. This section of the Annual
Report summarises how the Company applies the FRC Code and in broad terms how
it has complied with its provisions throughout the year, giving explanations
where it has chosen not to do so.
Leadership and Purpose
The Company is led by the Board which comprises seven members: Sir Henry
Angest, the executive Chairman; two other executive directors, Andrew Salmon
and James Cobb; and four independent non-executive directors, Nigel Boardman,
Ian Dewar, Sir Christopher Meyer and Sir Alan Yarrow. This means that 67% of
the Board, excluding the Chairman, comprises non-executive directors whom the
Board considers to be independent.
The Board sets the long-term focus and customer-oriented culture of the Group.
The responsibilities of Sir Henry Angest as Chairman include leading the
Board, ensuring its effectiveness in all aspects of its role, ensuring
effective communication with shareholders, setting the Board's agenda and
ensuring that all Directors are encouraged to participate fully in the
activities and decision-making process of the Board.
The Board has for many years led a company which focuses on sustainability and
growth over the longer-term with a culture to match. Investment in resources
has been strong and has continued where and as appropriate (including during
the COVID-19 pandemic for example), with the focus on the benefit this will
bring to bear for stakeholders over time. The aim continues to be for a
culture of openness among the workforce which combines with the prudent and
effective technological and individual controls in place across the business
to ensure strong risk management in the Company's continued long-term success.
The Group's cultural values are reflected in a brand values document linking
the Arbuthnot Principles to the Group's culture as a way of communicating
culture across the business. These cultural Principles are encapsulated in
five Group values, themselves embedded into day-to-day activities. These are
integrity, respect, empowerment, energy and drive, and collaboration.
The Board
A number of key decisions are reserved for the Board. The Schedule of Matters
Reserved to the Board is reviewed annually and is published on the Company's
website at http://www.arbuthnotgroup.com/corporate_governance.html
(http://www.arbuthnotgroup.com/corporate_governance.html) The Board met
regularly throughout the year, including until September 2021 via video
conference. It held seven scheduled meetings, five of which were held jointly
with the Board of Arbuthnot Latham with the other two being held to approve
the Annual and Interim Reports. It also held a separate strategy meeting.
Substantive agenda items have briefing papers, which are circulated in a
timely manner before each meeting. The Board ensures that it is supplied with
all the information that it requires and requests in a form and of a quality
to fulfil its duties. Since February 2021, the Directors have participated in
the regular Board meetings of Arbuthnot Latham as attendees.
The Board was kept fully informed of the arrangements made by management to
run the business remotely during the pandemic. The Chairman and Chief
Executive continued to be kept fully informed of all material matters through
regular discussions with the Chief Operating Officer and other members of
senior management during the period of remote working to September 2021 which
resumed from mid-December to end of January 2022.
In addition to overseeing the management of the Group, the Board has
determined certain items which are reserved for decision by itself. These
matters include approval of the Group's long-term objectives and commercial
strategy, ensuring a sound system of internal control, risk management
strategy, approval of major investments, acquisitions and disposals, any
changes to the capital structure and the overall review of corporate
governance.
The Company Secretary is responsible for ensuring that the Board processes and
procedures are appropriately followed and support effective decision making.
All directors have access to the Company Secretary's advice and services.
There is an agreed procedure for directors to obtain independent professional
advice in the course of their duties, if necessary, at the Company's expense.
New directors receive induction training upon joining the Board, with
individual listed company training provided by the Company's AIM Nominated
Adviser and AQSE Corporate Adviser. Regulatory and compliance training is
provided by the Group Head of Compliance or by an external lawyers and
accountants. Risk management training is provided, including that in relation
to the ICAAP and ILAAP, by the Arbuthnot Latham Chief Risk Officer with an
overview of credit and its associated risks and mitigation by the Arbuthnot
Latham Chief Credit Officer.
Board Evaluation
The annual Board Effectiveness Review was conducted internally. The 2021
evaluation took the form of a confidential questionnaire which assessed the
performance of the Board and its Committees. The questions were set to
explore the themes developed over recent years, including Board effectiveness,
Board composition, Board dynamics, alignment of the Board and executive team,
interaction with major shareholders, induction, performance and training,
Board Committees and the Secretariat. The feedback was collated by the
Company Secretary and discussed by the Board in November 2021 and proposed
actions arising were considered in February 2022. The responses were positive,
confirming that the Board was of the view that it receives the correct level
of insight into and oversight of the Company, both directly to it and in terms
of management information and oral updates provided during meetings. Directors
also agreed that the Arbuthnot culture set out in the Arbuthnot Principles and
Values manifests itself at Board level and in the external view of the Group
as a whole. The 2021 evaluation was augmented by a question, seeking responses
to the extent to which the Board understands the Group's obligations in
relation to ESG matters (including for these purposes diversity, inclusion and
climate change) and ensures that its discussions take these factors into
account, together with statutory directors' duties. It was confirmed that
there is a sensible and appropriate approach towards this developing area
which will require future Board focus.
Overview of Compliance with the FRC Code, together with Exceptions
The Board focuses not only on the provisions of the Code but its principles,
ensuring as follows:
• The Company's purpose, values and strategy as a prudently
managed organisation align with its culture, with a focus on fairness and
long-term shareholder returns.
• The Board has an appropriate combination of executive and
non-executive directors, who have both requisite knowledge and understanding
of the business and the time to commit to their specific roles.
• The Board comprises directors with the necessary combination of
skills to ensure the effective discharge of its obligations, with an annual
evaluation of the capability and effectiveness of each director as well as the
Board as a composite whole; appropriate succession plans are also in place and
reviewed annually, or more frequently if appropriate.
• The Board and Audit Committee monitor the procedures in place to
ensure the independence and effectiveness of both external and internal
auditors, and the risk governance framework of the Company, with all material
matters highlighted to the relevant forum (Board/Committee).
• Remuneration policies and practices are designed to support
strategy and promote long-term sustainable success, with a Remuneration
Committee in place to oversee director and senior management pay.
In respect of the Code's specific provisions, an annual review is carried out,
comparing the Company's governance arrangements and practices against them.
Any divergences are noted, with relevant rationale considered carefully to
determine whether it is appropriate. Consideration is also given to guidance
issued, which may require a review of the relevant reasoning intra-year.
In line with the FRC's Guidance on Board Effectiveness, the Board additionally
takes into account its suggestions of good practice when applying the Code
focusing on the five key principles specified in the Code.
Where the Company's governance does not completely align with the Code, it is
generally as a result of the role of its overall majority shareholder, itself
adding a level of protection to long-term shareholder interests, and it has
had no negative impact on the Company.
All divergences from the Code, with an explanation of the reasons for doing so
are set out below:
Provision 5 - The Board has regard to the interests of all its key
stakeholders in its decision making. The Company has fewer than 20 employees,
all of whom have direct access to Board members. As such, it has not been
deemed necessary to appoint an employee representative to the Board, nor a
formal workforce advisory panel, nor a designated non-executive Director. As
stated in the s.172 Statement on page 22, one of the non-executive directors
of Arbuthnot Latham and its Whistleblowing Champion, has been designated by
its board as the director to engage with the Group's workforce.
Provision 9 - Sir Henry Angest carries out the role of Chairman and Chief
Executive, given his long-term interest as majority shareholder, itself
aligning with the interests of other shareholders. The Group Chief Operating
Officer and the Group Finance Director provide a strong, independent
counterbalance, ensuring challenge and independence from a business
perspective, against the stakeholder focus of the Chairman carrying out his
Chairman's role. The Company follows the US model that is very successful in
ensuring commercial success with strong corporate governance and stakeholder
awareness, having a shared Chairman and CEO, with a separate, empowered, Chief
Operating Officer.
Provision 10 ¬ The Board considers Sir Christopher Meyer to be independent,
notwithstanding his serving more than nine years, since his views and any
challenge to executive management remain firmly independent. Sir Christopher
will be stepping down from the Board at the conclusion of the AGM on 25 May
2022.
Provision 12 - The Board has not appointed a Senior Independent Director, as
major shareholders talk openly with the Chairman, the Group Chief Operating
Officer and the Group Finance Director on request.
Provision 14 - Attendance at meetings is not reported since, should a Director
be unable to attend a meeting, that Director receives relevant papers in the
normal manner and relays any comments in advance of the meeting to the
Chairman. The same process applies in respect of the Board Committees.
Provision 18 - For the purposes of stability and continuity, the Company
continues to offer Directors for re-election on a three-year rolling basis in
accordance with the Company's Articles of Association and company law. The
Directors seeking re-election at the 2021 AGM are Sir Henry Angest and Andrew
Salmon who have served on the Board for 36 and 18 years respectively. The
contributions of Sir Henry Angest, who beneficially owns more than 50% of the
issued share capital, and of Andrew Salmon, an executive director, have been
invaluable in the successful development of the Company. Accordingly, the
Board fully supports the resolutions for their reappointment.
Provision 19 - Sir Henry Angest's role as Chairman has extended over nine
years and is expected to continue for the foreseeable future, given his key
role as majority shareholder both in protecting the stability of his and other
shareholder interests and in overseeing a balanced and risk-managed approach
to growing the business with a view to the longer-term. For this reason he is
surrounded by a strong team of non-executives who ensure the protection of all
shareholders' interests.
Provision 23 - The Nomination Committee takes into account the provisions of
the Board Diversity Policy and in terms of succession planning the Equality
and Diversity Policy which promotes equality of opportunity for all staff.
Further information on diversity and inclusion is given in the Sustainability
Report on page 27, though the gender balance of senior management and their
direct reports has not been given.
Provision 32 - Sir Henry Angest is Chairman of the Remuneration Committee, as
is appropriate in the context of his majority shareholding.
Internal Control and Financial Reporting
The Board of directors has overall responsibility for the Group's system of
internal control and for reviewing its effectiveness. Such a system is
designed to manage rather than eliminate risk of failure to achieve business
objectives and can only provide reasonable, but not absolute, assurance
against the risk of material misstatement or loss.
The Directors and senior management of the Group review and approve the
Group's Risk Management Policy and Risk Appetite framework. The Risk
Management Policy describes and articulates the risk management and risk
governance framework, methodologies, processes and infrastructure required to
ensure due attention to all material risks for Arbuthnot Latham, including
compliance with relevant regulatory requirements.
The Risk Appetite framework sets out the Board's risk attitude for the
principal risks through a series of qualitative statements and quantitative
risk tolerance metrics. These guide decision-making at all levels of the
organisation and form the basis of risk reporting. The key business risks
and emerging risks are continuously identified, evaluated and managed by means
of limits and controls at an operational level by Arbuthnot Latham management,
and are governed through Arbuthnot Latham committees.
There are well-established budgeting procedures in place and reports are
presented regularly to the Board detailing the results, in relation to
Arbuthnot Latham, of each principal business unit, variances against budget
and prior year, and other performance data. The Board receives regular reports
on risk matters that need to be brought to its attention, enabling it to
assess the Group's principal and emerging risks. Material items are presented
to the Board in the Risk Report, which includes a risk dashboard, from the
Arbuthnot Latham Chief Risk Officer, who now attends the Board meetings held
concurrently with those of Arbuthnot Latham or otherwise via the Group Chief
Operating Officer in March. Significant risks identified in connection with
the development of new activities are subject to consideration by the Board.
The risk dashboard covers key management actions which have included the
climate change agenda and its potential longer-term impact on property and
other asset classes and on management's approach to sustainability. The Board
was also updated during the year on Arbuthnot Latham's Managing Financial
Risks of Climate Change Framework which sets out the group's approach to
managing the financial risks of climate change through its risk management
framework.
In November 2021, the Board received a separate report from the Arbuthnot
Latham CRO enabling it to monitor the company's risk management and internal
control systems and to carry out its annual review of the effectiveness of the
Group's risk management and internal control systems. The report explained the
Risk Management Policy, together with principal risks, risk appetite,
policies, three lines of defence, systems, processes, procedures and controls
and the risk board dashboard. Following its review, the Board confirms the
effectiveness of the Company's risk management and internal control systems.
Shareholder Communications
The majority shareholder is Sir Henry Angest, Chairman and Chief Executive.
The Company maintains communications with its major external shareholders via
one to one meetings, as appropriate, by the Chairman and Chief Executive, the
Group Chief Operating Officer or the Group Finance Director on governance and
other matters. When practicable it also makes use of the AGM to communicate
with shareholders in person. The Company aims to present a balanced and
understandable assessment in all its reports to shareholders, its regulators,
other stakeholders and the wider public. Key announcements and other
information can be found at www.arbuthnotgroup.com.
Board Committees
The Board has Audit, Nomination, Remuneration, Donations and Policy
Committees, each with formally delegated duties and responsibilities and with
written terms of reference, which require consideration of the committee's
effectiveness. The Board keeps the governance arrangements under review.
Further information in relation to these committees is set out below and the
terms of reference of the Audit, Nomination and Remuneration Committees are
published on the Company's website. The Board maintains direct responsibility
for issues of Risk without the need for its own Risk Committee, since
responsibility for large lending proposals is a direct responsibility of its
subsidiary, Arbuthnot Latham. Additionally the Chairman of the Arbuthnot
Latham Risk Committee reports to the ABG Board at its regular meetings on the
activities of that Committee which is responsible for monitoring the status of
the Arbuthnot Latham group against its principal risks.
Audit Committee
Membership and meetings
Membership of the Audit Committee comprises Ian Dewar (as Chairman), Sir
Christopher Meyer and Sir Alan Yarrow. 100% of the Committee's membership
therefore comprises non-executive Directors independent in the view of the
Board. Mr. Dewar has recent and relevant financial experience and the
Committee as a whole has competence relevant to the financial sector in which
the Company operates. The Company Secretary acts as its Secretary.
The Audit Committee oversees, on behalf of the Board, financial reporting, the
appropriateness and effectiveness of systems and controls, the work of
Internal Audit and the arrangements for and effectiveness of the external
audit. The ultimate responsibility for reviewing and approving the Annual
Report and Accounts and the Interim Report lies with the Board. The Committee
also reviews procedures for detecting fraud and preventing bribery, reviews
whistleblowing arrangements for employees to raise concerns in confidence, and
reviews, as necessary, arrangements for outsourcing significant operations.
External Audit
The external auditors, Mazars LLP, have held office since their appointment in
2019 following a competitive tender. The Committee assesses the independence
and objectivity, qualifications and effectiveness of the external auditors on
an annual basis as well as making a recommendation to the Board on their
reappointment. The Committee received a report showing the level of non-audit
services provided by the external auditors during the year and members were
satisfied that the extent and nature of these did not compromise auditor
independence. The Committee has concluded that Mazars are independent and that
their audit is effective.
Activity in 2021
The Audit Committee held four meetings during the year, three of which were
held jointly with the Audit Committee of Arbuthnot Latham with the other one
being held to review the Annual Report & Accounts and draft results
announcement.
Internal Audit
Internal Audit provides the Audit Committee and the Board with detailed
independent and objective assurance on the effectiveness of governance, risk
management and internal controls. The ultimate responsibility for reviewing
and approving the annual report and accounts rests with the Board.
The Audit Committee approves the Internal Audit risk-based programme of work
and monitors progress against the annual plan. The Committee reviews Internal
Audit resources and the arrangements that: ensure Internal Audit faces no
restrictions or limitations to conducting its work; that it continues to have
unrestricted access to all personnel and information; and that Internal Audit
remains objective and independent from business management.
The Head of Internal Audit reports directly to the Chairman of the Arbuthnot
Latham Audit Committee. He provides reports on the outcomes of Internal Audit
work directly to the Company's Committee and the Committee monitors progress
against actions identified in these reports. Most of the Audit Committee's
meetings are now held concurrently with those of the Arbuthnot Latham Audit
Committee and, as such, it discusses Arbuthnot Latham's internal audits, all
of the reports on which include an assessment of culture.
The Committee received a self-assessment report on Internal Audit from the
Head of Internal Audit in September 2021 and it is satisfied with Internal
Audit arrangements during the year.
Integrity of Financial Statements and oversight of external audit
The Committee:
• Received and agreed the Audit Plan prepared by the external
auditors;
• Considered and formed a conclusion on the critical judgements
underpinning the Financial Statements, as presented in papers prepared by
management. In respect of all of these critical judgements, the Committee
concluded that the treatment in the Financial Statements was appropriate.
• Received reports from the external auditors on the matters
arising from their work, the key issues and conclusions they had reached; and
• Reviewed closely the detailed work carried out by management in
respect of Going Concern and Viability.
The reports from the external auditors include details of internal control
matters that they have identified as part of the annual statutory financial
statements audit. Certain aspects of the system of internal control are also
subject to regulatory supervision, the results of which are monitored closely
by the Committee and the Board. In addition, the Committee receives by
exception reports on the ICAAP and ILAAP which are key control documents that
receive detailed consideration by the board of Arbuthnot Latham.
The Committee approved the terms of engagement and made a recommendation to
the Board on the remuneration to be paid to the external auditors in respect
of their audit services.
Significant areas of judgement and estimation
The Audit Committee considered the following significant issues and accounting
judgements and estimates in relation to the Financial Statements:
Impairment of financial assets
The Committee reviewed presentations from management detailing the
provisioning methodology across the Group as part of the full year results
process. The Committee considered and challenged the provisioning methodology
applied by management, including timing of cash flows, valuation and
recoverability of supporting collateral on impaired assets. The Committee
concluded that the impairment provisions, including management's judgements
and estimates, were appropriate.
The charge for impaired financial assets totalled £3.2m for the year ended 31
December 2021. The disclosures relating to impairment provisions are set out
in Note 4.1(a) to the financial statements.
Residual Value Risk
The Committee discussed the acquisition accounting treatment of Asset Alliance
Group where the area of focus for the completion accounts at 31 March 2021 had
been the fair value adjustment for the leased assets and stock and a review of
the maintenance provision. It established that the uplift in lease values at
that date appeared to have been completely justified by the subsequent asset
sales experience where no losses had been made on sales of trucks at the
uplifted values.
Property Portfolio
The Group owns three commercial office properties and four repossessed
properties. Of these properties, five are held as inventory, one is held for
sale and one as an investment property. The properties held as inventory and
for sale are held at the lower of cost and net realisable value on the basis
of internal discounted cash flow models. The investment property is held at
fair value on the basis of an internal discounted cash flow valuation, using
yields, rental income and refurbishment costs. The Committee discussed the
bases of valuation with management and with the auditors who had engaged an
outside expert to review management's valuations.
As at 31 December 2021, Arbuthnot Latham's total property portfolio totalled
£96.8m. The disclosures relating to the carrying value of the investment
property and the properties held as inventory and for sale are set out in
Notes 4.1(c), 4.1(d), 21, 25 and 31 to the financial statements.
Going Concern and Viability Statement
The financial statements are prepared on the basis that the Group and Company
are each a going concern. The Audit Committee reviewed management's
assessment, which incorporated analysis of the ICAAP and ILAAP approved by the
Board of Arbuthnot Latham and of relevant metrics, focusing on liquidity,
capital, and the stress scenarios in the light of the economic impact of the
pandemic. It is satisfied that the going concern basis and assessment of the
Group's longer-term viability is appropriate.
Other Committee activities
During the year, the Audit Committee received a briefing from Mazars on the
BEIS consultation on audit and governance reforms. In November 2021, Committee
members contributed to the review of the Committee's effectiveness as part of
its evaluation by the Board. The outcome of the review was positive and there
were no issues or concerns raised by them in regard to discharging their
responsibilities.
In March 2022 the Committee met separately with each of the Head of Internal
Audit and the Senior Statutory Auditor without any other executives present.
There were no concerns raised by them in regard to discharging their
responsibilities.
On behalf of the Board, the Committee reviewed the financial statements as a
whole in order to assess whether they were fair, balanced and understandable.
The Committee discussed and challenged the balance and fairness of the overall
report with the executive directors and also considered the views of the
external auditor. The Committee was satisfied that the Annual Report could be
regarded as fair, balanced and understandable and that it provides the
information necessary for shareholders to assess the Company's position and
performance, business model and strategy. It proposed that the Board approve
the Annual Report in that respect.
Nomination Committee
Membership and meetings
The Nomination Committee is chaired by Sir Henry Angest and its other members
are Sir Christopher Meyer and Sir Alan Yarrow. 67% of the Committee's
membership therefore comprises independent non-executive Directors. The Group
General Counsel acts as its Secretary. The Committee meets once a year and
otherwise as required.
The Nomination Committee assists the Board in discharging its responsibilities
relating to the composition of the Board. The Nomination Committee is
responsible for and evaluates on a regular basis the balance of skills,
experience, independence and knowledge on the Board, its size, structure and
composition, retirements and appointments of additional and replacement
directors and will make appropriate recommendations to the Board on such
matters. The Nomination Committee also considers performance, training
requirements and succession planning, taking into account the skills and
expertise that will be needed on and beneficial to the Board in the future.
Activity in 2021
The Nomination Committee met once during the year when it assessed and
confirmed the collective and individual suitability of Board members. The
contribution of Sir Henry Angest remains invaluable in the successful
development of the Company. As regards the non-executive Directors' skill
sets, Nigel Boardman's credibility, knowledge and reputation have been a real
benefit to the Board both in terms of collective and individual suitability
and when third parties are considering dealings with the wider group. Ian
Dewar, with a wealth of experience as a partner in a major accounting firm,
has successfully chaired the Audit Committee. Sir Christopher Meyer's
wide-ranging experience including as a diplomat at the highest level has
provided an important independent measure of challenge to executive
management. The Board has benefitted from Sir Alan Yarrow's wise counsel,
challenge to management and many years' banking experience in the City of
London.
In terms of individual performance, the Chairman confirmed that his assessment
of all Directors was that they were performing well, with the Executive
Directors additionally being formally reviewed in the context of the Senior
Managers' Regime applicable to Arbuthnot Latham which confirmed continued
strong performance. The Committee agreed with this assessment individually in
relation to all members of the Board. Collectively, it was agreed that the
Board had operated effectively with a wide range of experience and knowledge.
As noted, in the responses to the Board Effectiveness Questionnaire,
Non-Executives had provided appropriate challenge and guidance.
In terms of the performance of the Company's Board generally, the Committee
noted that it takes into account the provisions of the Board Diversity Policy
and the Board Suitability Policy. It reviewed the summary of training carried
out by each Director during 2021 and noted that, notwithstanding the continued
impact of the pandemic, Directors had been able to carry out sufficient
training online.
In November 2021, the Nomination Committee confirmed that the Board's current
composition provides the Company with a balanced, knowledgeable, diverse and
informed group of directors, bringing strategic acumen, foresight and
challenge to the executive, commensurate with the size of the business. The
Committee reviewed succession planning and agreed that a sensible and strong
plan remained in place. It also agreed that it continued to operate
effectively and, as such, no changes to its membership, composition or
activities were proposed to the Board.
Remuneration Committee
Membership and meetings
Membership is detailed in the Remuneration Report on page 42. The Committee
meets once a year and otherwise as required.
The Remuneration Committee assists the Board in determining its
responsibilities in relation to remuneration including, inter alia, in
relation to the Company's policy on executive remuneration determining, the
individual remuneration and benefits package of each of the Executive
Directors and the fees for Non-Executive Directors.
The Committee also deals with remuneration-related issues under the IFPRU
Remuneration Code of the Financial Conduct Authority. The Remuneration Report
on pages 43 and 44 gives further information and details of each Director's
remuneration.
Donations Committee
Membership and meetings
The Donations Committee is chaired by Sir Henry Angest and its other members
are Sir Christopher Meyer and Sir Alan Yarrow. The Committee considers any
political donation or expenditure as defined within sections 366 and 367 of
the Companies Act 2006. It meets as necessary.
Activity in 2021
The Donations Committee met once during the year. It agreed that the Committee
was constituted and continued to operate efficiently with its overall
performance and the performance of its individual members effective throughout
the year. As such, no changes to its membership or activities were proposed to
the Board.
Policy Committee
Membership and meetings
The Policy Committee is chaired by Andrew Salmon and its other members are
James Cobb and Nicole Smith, General Counsel who also acts as its Secretary.
Amongst its responsibilities, the Committee reviews the content of policy
documentation to ensure that it meets legal and regulatory requirements and
approves it on behalf of the Board.
Activity in 2021
The Policy Committee met six times during the year to review and approve
Company policies.
Remuneration Report
Remuneration Committee
Membership of the Remuneration Committee is limited to non-executive directors
together with Sir Henry Angest as Chairman. The members of the Committee are
Sir Henry Angest, Sir Christopher Meyer and Sir Alan Yarrow. 67% of the
Committee's membership therefore comprises independent non-executive
Directors. The General Counsel acts as its Secretary. The Committee met twice
during the year.
The Committee has responsibility for producing recommendations on the overall
remuneration policy for directors for review by the Board and for setting the
remuneration of individual directors. Members of the Committee do not vote
on their own remuneration.
Remuneration Policy
The Remuneration Committee determines the remuneration of individual directors
having regard to the size and nature of the business; the importance of
attracting, retaining and motivating management of the appropriate calibre
without paying more than is necessary for this purpose; remuneration data for
comparable positions, in particular the rising remuneration packages at
challenger banks; the need to align the interests of executives with those of
shareholders; and an appropriate balance between current remuneration and
longer-term performance-related rewards. The remuneration package can comprise
a combination of basic annual salary and benefits (including pension), a
discretionary annual bonus award related to the Committee's assessment of the
contribution made by the executive during the year and longer-term incentives,
including executive share options. Pension benefits take the form of annual
contributions paid by the Company to individuals in the form of cash
allowances. The Remuneration Committee reviews salary levels each year based
on the performance of the Group during the preceding financial period. This
review does not necessarily lead to increases in salary levels. For the
purposes of the FCA's IFPRU Remuneration Code, all the provisions of which
have been implemented, the Group and its subsidiaries are all considered to be
Tier 3 institutions.
Activity in 2021
The Remuneration Committee met three times during the year. In July it
proposed further grants of phantom options to Messrs Salmon and Cobb, as set
out on page 144. It also amended the Rules of the Arbuthnot Banking Group PLC
Phantom Share Option Scheme 2016 in order to ensure that the Scheme is
consistent with regulatory changes made to the IFPRU Remuneration Code since
the implementation of the Scheme in 2016, particularly in relation to material
risk takers. It made a further change to the Scheme Rules relating to one of
the performance conditions, that relating to the payment of dividends. Whilst
the Committee is entitled to vary any condition in accordance with the Scheme
Rules, specific reference was added to the Rules to its ability to waive the
dividend condition, should it consider it appropriate as this is an element
that is potentially out of the control of the Board of directors. At
subsequent meetings, it reviewed the Company's Remuneration Policy, the level
of fees for Non-Executive Directors and the Executive Directors' remuneration,
approving the award of bonuses to Messes Salmon and Cobb for exceptional
performance in the year and, after due consideration of comparable market
rates a salary rise for Mr. Cobb. As in previous years, Sir Henry Angest
waived his right to be considered for receipt of a bonus. The Remuneration
Committee agreed that it continued to operate effectively with its overall
performance and the performance of its individual members effective throughout
the year.
The Committee decided not to change the fees for non-executive directors,
reflecting the appropriate level of fee to continue to secure the services of
a high level non-executive director.
Directors' Service Contracts
Sir Henry Angest, Mr. Salmon and Mr. Cobb each have service contracts
terminable at any time on 12 months' notice in writing by either party.
Long Term Incentive Schemes
Grants were made to Messrs Salmon and Cobb on 14 June 2016 under Phantom
Option Scheme introduced on that date, to acquire ordinary 1p shares in the
Company at 1591p exercisable in respect of 50% on or after 15 June 2020 and in
respect of the remaining 50% on or after 15 June 2021 when a cash payment
would be made equal to any increase in market value.
Under this Scheme, these directors were granted a phantom option to acquire
200,000 and 100,000 ordinary 1p shares respectively in the Company. The value
of each phantom option is related to the market price of an Ordinary Share.
The fair value of these options at the grant date was £1m. The first tranche
of share options remained outstanding at 31 December 2021, but will lapse if
not exercised at 1591p before 14 June 2023. The second tranche has not vested
and so lapsed in 2020 as one of the performance conditions was not met, being
the payment of dividends which was not possible in 2020 due to the regulators'
response to the pandemic, requiring banks to cease payment of dividends, and
to its economic impact.
On 23 July 2021, following Board approval, Messrs Salmon and Cobb were granted
further phantom options relating to 200,000 and 100,000 ordinary shares
respectively. The fair value of these options at the grant date was £1.4m.
The value of each Ordinary Share for the purposes of this grant of phantom
options is 990 pence (being the mid-market share price at close of business on
23 July 2021). An increase in the value of an Ordinary Share over 990 pence
will give rise to an entitlement to a cash payment by the Company on the
exercise of a phantom option. The right to exercise phantom options is subject
to the satisfaction of performance conditions. 50% of each director's
individual holding of phantom options is exercisable after 23 July 2024 and
the other 50% is exercisable after 23 July 2026. These phantom options will
lapse if not exercised within seven years of the date of grant, i.e. by 23
July 2028. The fair value of the outstanding options as at 31 December 2021
was £0.1m (2020: £0.1m).
Details of outstanding options are set out below.
Phantom Options At 1 January 2021 Granted At 31 December 2021 Exercise Price £ Date from which exercisable Expiry
AA Salmon 100,000 - 100,000 £15.90 15-Jun-19 14-Jun-23
- 100,000 100,000 £9.90 23-Jul-24 23-Jul-28
- 100,000 100,000 £9.90 23-Jul-26 23-Jul-28
100,000 200,000 300,000
JR Cobb 50,000 - 50,000 £15.90 15-Jun-19 14-Jun-23
- 50,000 50,000 £9.90 23-Jul-24 23-Jul-28
- 50,000 50,000 £9.90 23-Jul-26 23-Jul-28
50,000 100,000 150,000
150,000 300,000 450,000
Directors' Emoluments
2021 2020
£000 £000
Fees (including benefits in kind) 265 265
Salary payments (including benefits in kind) 4,109 3,172
Pension contributions 70 70
4,444 3,507
Total Total
Salary Bonus Benefits Pension Fees 2021 2020
£000 £000 £000 £000 £000 £000 £000
Sir Henry Angest 1,200 - 68 - - 1,268 1,281
NPG Boardman - - - - 60 60 60
JR Cobb 650 350 17 35 - 1,052 702
IA Dewar - - - - 75 75 75
Sir Christopher Meyer - - - - 60 60 60
AA Salmon 1,200 600 24 35 - 1,859 1,259
Sir Alan Yarrow - - - - 70 70 70
3,050 950 109 70 265 4,444 3,507
Details of any shares or options held by directors are presented above and on
page 144.
The emoluments of the Chairman were £1,268,000 (2020: £1,281,000). The
emoluments of the highest paid director were £1,859,000 (2020: £1,281,000)
including pension contributions of £35,000 (2020: £nil).
Retirement benefits are accruing under money purchase schemes for two
directors who served during 2021 (2020: two directors).
Independent Auditor's Report
Opinion
We have audited the financial statements of Arbuthnot Banking Group PLC (the
'Parent Company') and its subsidiaries (the 'Group') for the year ended 31
December 2021 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Company
Statement of Financial Position, the Consolidated Statement of Changes in
Equity, the Company Statement of Changes in Equity, the Consolidated Statement
of Cash Flows, the Company Statement of Cash Flows, and notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK- adopted international accounting standards and as
regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group's and of the
Parent Company's affairs as at 31 December 2021 and of the Group's profit for
the year then ended;
• have been properly prepared in accordance with UK-adopted
international accounting standards and, as regards the parent company
financial statements, as applied in accordance with the provisions of the
Companies Act 2006; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the "Auditor's responsibilities for the
audit of the financial statements" section of our report. We are independent
of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, including the Financial Reporting Council's ("FRC") Ethical Standard as
applied to listed entities and public interest entities and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our audit procedures to evaluate the directors' assessment of the Group's and
the Parent Company's ability to continue to adopt the going concern basis of
accounting included but were not limited to:
• Undertaking an initial assessment at the planning stage of the
audit to identify events or conditions that may cast significant doubt on the
Group's and the Parent Company's ability to continue as a going concern;
• Making enquiries of the directors to understand the period of
assessment considered by them, the assumptions they considered and the
implication of those when assessing the Group's and Parent Company's future
financial performance;
• Evaluating management's going concern assessment of the Group
and Parent Company and challenging the appropriateness of the key assumptions
used in management's forecasts, including assessing the historical accuracy of
management's forecasting and budgeting;
• Assessing the sufficiency of the Group's capital and liquidity
taking into consideration the most recent Internal Capital Adequacy Assessment
Process and Internal Liquidity Assessment Process, and evaluating the results
of management stress testing, including consideration of principal and
emerging risks on liquidity and regulatory capital;
• Evaluating the Group's Resolution and Recovery plans which
includes possible cost saving measures that could be taken in the event
circumstances prevent forecast results from being achieved;
• Assessing and challenging key assumptions and mitigating actions
put in place in response to the impact of COVID-19 pandemic;
• Reading regulatory correspondence, minutes of meetings of the
Audit Committee and the Board of Directors, and post balance sheet events to
identify events of conditions that may impact the Group's and the Parent
Company's ability to continue as a going concern;
• Considering the consistency of Management's forecasts with other
areas of the financial statements and our audit; and
• Evaluating the appropriateness of the directors' disclosures in
the financial statements on going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's and the Parent
Company's ability to continue as a going concern for a period of twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
In relation to Arbuthnot Banking Group PLC's reporting on how it has applied
the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors' statement in the financial
statements about whether the director's considered it appropriate to adopt the
going concern basis of accounting.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We summarise below the key audit matters in forming our opinion above,
together with an overview of the principal audit procedures performed to
address each matter and our key observations arising from those procedures.
These matters, together with our findings, were communicated to those charged
with governance through our Audit Completion Report.
Key Audit Matter How our scope addressed this matter
Allowances for expected credit losses Our audit procedures included but were not limited to:
Group - £6.4m; 2020: £4.6m (note 4, note 23 and 24)
Planning
Risk We have performed a risk assessment over the Group's loan portfolio to
identify areas of heightened risk, with consideration for the continued impact
The determination of expected credit loss ('ECL') under IFRS 9 is an of COVID-19.
inherently judgmental area due to the use of subjective assumptions and a high
degree of estimation. ECL relating to the Group's loan portfolio requires the
Directors to make judgements over the ability of the Groups' customers to make
future loan repayments. We have assessed the methodology of identifying significant increase in credit
risk and tested the stage allocation. As part of our audit of the methodology,
we tested the model design and model implementation. We also performed
benchmarking, sensitivities, detailed IFRS 9 compliance checklist review and
The most significant risk relates to loans and advances to customers where the the recalculation of the key components such as PD, LGD, EAD and final ECL
Group is exposed to secured and unsecured lending to private and commercial
customers.
Controls
As set out in note 3.4, ECL is measured based on a three-stage model. For We have evaluated the design and implementation and tested the operating
loans with no signification deterioration in credit risk since origination effectiveness of the key controls operating across the Group in relation to
(stage 1), ECL is determined through the use of a model. credit processes (including underwriting, monitoring, collections and
provisioning). This also included attendance at the Potential & Problem
Debt Management Committee meetings, missed payments monitoring, credit
reviews at origination and annual review, watch list movements through
The model used by the Group to determine expected losses requires judgement to the year, and collateral revaluation controls.
the input parameters and assumptions. In particular, the ongoing economic
impact of COVID-19 has increased uncertainty around macro-economic
assumptions.
Test of detail
We have performed credit file reviews in order to verify data used in the
For loans that have experienced a significant deterioration in credit risk determination of PD and LGD assumptions. This was performed for all loans in
since origination (stage 2) or have defaulted (stage 3) the ECL is determined Stage 3 and Stage 2 and for a sample of loans in Stage 1 with characteristics
based on probability of default ('PD') and the present value of future cash of heightened credit risk (e.g. high Loan-to-Value secured exposures and
flows arising primarily from the sale or repossession of security which unsecured exposures).
determines the loss given default ('LGD').
ECL models
The most significant areas where we identified greater levels of management
judgement and estimate are: We have assessed the models used by management to determine ECL calculations.
We have:
• Staging of loans and the identification of significant
increase in credit risk including assessment of the impact of COVID-19 driven • considered the methodology used by management;
actions such as payment holidays;
• tested the data inputs used in applying the methodology
• Key assumptions in the model including PD and LGD including adopted and assessed for reasonableness;
the present value of future cash flows from collateral; and
• tested the completeness of the loan portfolio applied to the
• Use of macro-economic variables reflecting a range of future model;
scenarios.
• tested the process in place to allocate loans to the
respective risk categories (staging);
• Further detail on the key judgements and estimation involved • tested and challenged the key assumptions applied to determine
are set out within the significant areas of judgement and estimation within probability of default and loss given default;
the critical accounting estimates and judgements in applying accounting
policies in note 4 and note 22 and 23 to the financial statements. • on sample of higher risk individually assessed loans (stage
3), we involved our in-house valuation specialist to independently assess the
underlying collateral used in the ECL calculations. However, in some cases we
relied on management's external valuation experts and in this situation, we
• Use of macro-economic variables reflecting a range of future assessed the capabilities, professional competence, and objectivity of the
scenarios; and experts;
• Post model adjustments to capture • we have involved our in-house credit risk specialists and
uncertainties not captured by the models. economists in the assessment of model approach and assumptions, including
macro- economic scenarios and the impact on house prices;
• we have assessed the valuation, completeness and
appropriateness of post model adjustments; and
• we performed stand back analysis to assess the overall
adequacy of the ECL coverage. In performing this procedure, we considered the
credit quality of the portfolio and performed benchmarking across similar
banks considering both staging percentages and provision coverage ratios; and
• we assessed the adequacy and appropriateness of disclosures
made within the financial statements.
Our observations
We found the approach taken in respect of loan loss provisions to be
consistent with the requirements of IFRS 9 and judgements made were
reasonable.
Property Valuations Our audit procedures included but were not limited to:
Group:
Inventory: £87.1m (2020: £84.7m) (note 25) Planning
Investment properties: £6.6m (2020: £6.6m) (note 31) We have assessed the accounting classification of all commercial property,
held as either investment property or within inventory and of all property
Assets classified as held for sale: £3.1m (2020: £3.3m) (note 21) security repossessed by the Group during workout of defaulted loans, held
either within inventory or as held for sale.
Risk
We have held meetings with property developers and legal representatives
The Group recognises commercial property as either investment property under engaged by the Group in relation to repossessed property security.
IAS 40 or, where commercial property is being developed for future sale, as
inventory under IAS 2.
Controls
The Group has an accounting policy to hold investment properties at fair value We have assessed the design effectiveness and implementation of key controls
and other property held as inventory or for sale at lower of cost and net around valuation models prepared by management.
realisable value.
Valuation models
Management engaged qualified third party experts to provide observations and
market data e.g. property rental yields. This data is included in models built We engaged with our in-house real estate valuation specialists to assist us in
in-house to determine fair value or recoverable amount. our review of the valuation approach and testing of the assumptions used by
management. We have compared property valuations determined by management
against our own independent valuation ranges.
The outcome of the model is highly sensitive to assumptions made.
We have tested and challenged data inputs and the sources of management
assumptions within the valuation models, including but not limited to:
Further detail on the key judgements and estimates involved are set out within
the Corporate Governance report on page 34 and the Critical accounting • contractual rental income and incentives;
estimates and judgements in applying accounting policies in note 4 to the
financial statements. • yield rates;
• forecast maintenance and development costs; and,
• fees and contingencies.
We assessed the capabilities, professional competence and objectivity of the
external valuation experts who were engaged by management in valuing the
properties.
We assessed the adequacy of the disclosures made, and their compliance with
the accounting standards including the appropriateness of the key assumptions.
Our observations
We found the approach taken in respect property valuations to be consistent
with the requirements of the relevant accounting standards and judgements made
were reasonable.
Acquisition of Asset Alliance Group Holdings Limited ("AAG") Our audit procedures included but were not limited to:
£8.6m gain on bargain purchase (note 12)
Planning
Risk We first understood the purpose of the transaction and its consistency within
the current business model of the Group.
On 1 April 2021, the Group completed the acquisition of 100% of AAG for an
equity consideration of c.£10.0m. The transaction resulted in a £8.6m gain
on bargain purchase reported in the income statement. The most significant
areas where we identified greater levels of management judgement and estimates We also performed detailed risk assessment of the transaction by inspecting
are: Management's expert reports, key management papers, and attended meetings with
management and those charge with governance.
• allocation of the purchase price consideration and its compliance
with IFRS 3, Business Combination.
• the cash flow forecasts used to determine the value of AAG is Controls
judgemental as it's based on expectation about growth in new originations in
commercial vehicles market that is currently constraint due to the global We walked through the Group's process and assessed design effectiveness and
semi-conductor shortage; and implementation of the key controls, specifically around the accuracy of the
purchase price allocation, including its cashflow forecast and the valuation
• the valuation of operating lease residual values. Management must of its residual values.
forecast residual values based on expectation of future selling prices upon
lease maturity.
Test of details
Further detail on the key judgements involved is set out within the Purchase price allocation
significant areas of judgement and estimation within the Corporate Governance
report on page 34, the Critical accounting estimates and judgements in We assessed the Group's purchase price allocation with our in-house valuation
applying accounting policies in note 4 and note 12 to the financial specialists who tested the appropriateness of the allocation with reference to
statements. IFRS 3, Business Combination. Part of this procedure includes benchmarking key
assumptions to external market data and assessed the reasonableness
of the discount rate used.
We assessed the capabilities, professional competence and objectivity of
management's external valuation expert that was employed to allocate the
purchase price.
We assessed the appropriateness of the accounting and disclosures to ensure
compliance with IFRS 3, Business Combination.
Cashflow forecast
We challenged the Group's key assumptions relating to the estimated future
cash flows. Our procedures included:
• assessing the Group's ability to accurately forecast business
performance with reference to historical trading performance and as well as
any potential impact on future business performance such as disruptions to
supply chain;
• challenging the reasonableness of the Group's assessment of the
cash flow forecasts new originations and growth rates applied; and
• held discussion with key executives to understand their experience
and knowledge in the sector.
Residual values
• We obtained management's residual values calculation and tested
key inputs by tracing to source documents;
• We performed independent research on current and expected market
conditions that impact residual values and challenge their inclusion in the
determination of the residual values;
• We performed post-acquisition sales testing to validate the
accuracy of the values determined by management on acquisition; and
• We assessed the appropriateness of the accounting and its
compliance with IFRS.
Our observations
We concluded that the approach adopted by management on the acquisition of AAG
was performed in line with IFRS 3, Business
Combination.
We were able to satisfy ourselves that the cashflow forecast was appropriately
supported and key uncertainties considered were reasonable.
Management residual values adopted were considered to be reasonable.
We consider management's disclosures in note 12 to be appropriate.
In the prior year, our audit report included a significant risk in relation to
Effective Interest Rate ("EIR") accounting within Revenue Recognition. We
determined that the nature and complexity of the adjustment no longer
contribute significantly to our audit efforts and therefore is no longer
considered as a key audit matter.
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Group financial statements Parent company financial statements
Overall materiality £1.0m (2020: £0.5m) £0.7m (2020: £0.3m)
How we determined it 0.5% of Net assets (2020: 0.5% of net assets but capped at component
materiality levels)
Rationale for benchmark applied We consider net assets to be the main the focus for the users of the financial
statements given net assets being an approximation of regulatory capital
resources and the importance of regulatory capital to the Parent Company's
solvency. Also, the principal activity of the Group and Parent Company is the
investment of Capital.
Performance materiality Performance materiality is set to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements in
the financial statements exceeds materiality for the financial statements as a
whole.
We set performance materiality at £0.7m (2020: £0.3m) for the Group and
£0.5m (2020: £0.2m) for the Parent Company, which represents 70% of overall
materiality.
We considered several factors in determining performance materiality,
including:
• The level and nature of uncorrected and corrected misstatements in
the prior year;
• The robustness of the control environment;
• Business acquisitions in the current year; and
• The level of integration of new business segments.
Reporting threshold We agreed with the directors that we would report to them misstatements
identified during our audit above £30,000 (2020: £16,000) for the Group and
£6,000 (2020: £8,000) for the Parent Company as well as misstatements below
that amount that, in our view, warranted reporting for qualitative reasons.
As part of designing our audit, we assessed the risk of material misstatement
in the financial statements, whether due to fraud or error, and then designed
and performed audit procedures responsive to those risks. In particular, we
looked at where the directors made subjective judgements, such as assumptions
on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole. We used
the outputs of our risk assessment, our understanding of the Group and the
Parent Company, their environment, controls and critical business processes,
to consider qualitative factors in order to ensure that we obtained sufficient
coverage across all financial statement line item
We performed a full scope audit on all entities within the Group which is
consistent with the prior year. However, with the Group acquiring Asset
Alliance Group Holdings Limited, Mazars in Scotland was included as our
component auditors for the current year.
Our component materiality ranged from £0.02m to £1.0m (2020: £0.04m to
£0.5m). Full scope audits were carried out on all companies in the Group and
therefore, account for 100% (2020: 100%) of the Group's net interest income,
100% (2020: 100%) of the Group's profit before tax, 100% (2020: 100%) of the
Group's net assets, and 100% (2020: 100%) of the Group's total assets.
Our Group audit scope included an audit of the Group and the Parent Company
financial statements. Based on our risk assessment, all components of the
Group, including the Parent Company, were subject to full scope audit
performed by the Group and component audit teams.
At the Parent Company level, the Group audit team tested the consolidation
process and carried out analytical procedures to confirm our conclusion that
there were no significant risks of material misstatement of the aggregated
financial information.
Working with our component auditors
The Group audit team performed the work on all entities except for one
component, Asset Alliance Group Holdings Limited. This was audited by a
separate UK Mazars office. Due to limitations on travel, the Group team
maintained frequent communications to monitor progress. The Senior Statutory
Auditor and senior members of the Group team attended component meetings,
which were held via videoconference. We issued instructions to our component
audit team and interacted with them throughout the audit process. In the
absence of component visits, we used videoconferencing to review key
workpapers prepared by the component team and held meetings with component
management.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
Directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements and those reports have been
prepared in accordance with applicable legal requirements;
• the information about internal control and risk management
systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the Financial Conduct
Authority (the FCA Rules), is consistent with the financial statements and has
been prepared in accordance with applicable legal requirements; and
• information about the Parent Company's corporate governance code
and practices and about its administrative, management and supervisory bodies
and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA
Rules.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the:
• strategic report or the directors' report; or
• information about internal control and risk management systems
in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the Parent Company financial statements and the part of the
directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors' remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit; or
• a corporate governance statement has not been prepared by the
Parent Company.
Corporate governance statement
The Listing Rules require us to review the directors' statement in relation to
going concern, longer- term viability and that part of the Corporate
Governance Statement relating to the Group's and the Parent Company's
compliance with the provisions of the UK Corporate Governance Statement
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
• Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material uncertainties
identified, set out on page 30;
• Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why they period is
appropriate, set out on page 30;
• Directors' statement on fair, balanced and understandable, set
out on page 33;
• Board's confirmation that it has carried out a robust assessment
of the e-merging and principal risks, set out on page 17;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems, set out on page
17; and;
• The section describing the work of the audit committee, set out
on page 37.
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities set
out on page 32, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
Based on our understanding of the Group and the Parent Company and its
industry, we identified that the principal risks of non- compliance relate to
regulations and supervisory requirements of the Prudential Regulation
Authority (PRA) and Financial Conduct Authority (FCA), Anti Money Laundering
regulations (AML), General Data Protection Regulation (GDPR), Corporate
Governance Code, FCA's Disclosure Guidance and Transparency Rules and other
laws and regulations, such as the Companies Act 2006, that have a direct
impact on the preparation of the financial statements, and UK tax legislation.
To help us identify instances of non-compliance with these laws and
regulations, and in identifying and assessing the risks of material
misstatement in respect to non-compliance, our procedures included, but were
not limited to:
• Gaining an understanding of the legal and regulatory framework
applicable to the Group and the Parent Company, the industry in which they
operate, and the structure of the Group, and considering the risk of acts by
the Group and the Parent Company which were contrary to the applicable laws
and regulations, including fraud;
• Inquiring of the directors, management and, where appropriate,
those charged with governance, as to whether the Group and the Parent Company
is in compliance with laws and regulations, and discussing their policies and
procedures regarding compliance with laws and regulations;
• Inspecting correspondence with relevant licensing or regulatory
authorities including the PRA and FCA; and
• Review of minutes of meetings of the Board of Directors and the
Audit Committee held during the year; and discussing amongst the engagement
team the laws and regulations listed above, and remaining alert to any
indications of non-compliance.
In addition, we evaluated the directors' and management's incentives and
opportunities for fraudulent manipulation of the financial statements,
including the risk of management override of controls, and determined that the
principal risks related to posting manual journal entries to manipulate
financial performance, management bias through judgements and assumptions in
significant accounting estimates, in particular in relation to ECL (as
described in the "Key audit matters" section of our report) and significant
one-off or unusual transactions.
Our procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and management on whether they
had knowledge of any actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to
mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud such
as opportunities for fraudulent manipulation of financial statements, and
determined that the principal risks were related to posting manual journal
entries to manipulate financial performance, management bias through
judgements and assumptions in significant accounting estimates, in particular
in relation to ECL, and significant one-off or unusual transactions; and
• Addressing the risks of fraud through management override of
controls by performing journal entry testing on a sample basis.
The primary responsibility for the prevention and detection of irregularities,
including fraud, rests with both those charged with governance and management.
As with any audit, there remained a risk of non-detection of irregularities,
as these may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit
are discussed in the "Key audit matters" section of this report.
A further description of our responsibilities is available on the FRC's
website at www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the
Board of Directors on 6 December 2019 to audit the financial statements for
the year ended 31 December 2019 and subsequent financial periods. The period
of total uninterrupted engagement is 3 years, covering the years ended 31
December 2019 to 31 December 2021.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Parent Company and we remain independent of the
Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with our additional report to the Audit
Committee.
Use of the audit report
This report is made solely to the Company's members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body for our audit work, for this report, or for the opinions we have formed.
Greg Simpson
(Senior Statutory Auditor) for and on behalf of Mazars LLP
Chartered Accountants and Statutory Auditor
Tower Bridge House, St Katherine's Dock
London
23 March 2022
Company statement of financial position
At 31 December
2021 2020
Note £000 £000
ASSETS
Loans and advances to banks 19 7,587 15,162
Debt securities at amortised cost 20 24,367 24,308
Financial investments 26 - 14,171
Current tax asset 239 438
Deferred tax asset 27 523 395
Intangible assets 28 2 4
Property, plant and equipment 29 137 161
Other assets 25 56 103
Interests in subsidiaries 44 159,404 133,904
Total assets 192,315 188,646
EQUITY AND LIABILITIES
Equity
Share capital 38 154 154
Other reserves 39 (1,280) (13,444)
Retained earnings 39 153,528 160,721
Total equity 152,402 147,431
LIABILITIES
Other liabilities 34 3,141 3,559
Debt securities in issue 36 36,772 37,656
Total liabilities 39,913 41,215
Total equity and liabilities 192,315 188,646
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Parent Company profit and loss account.
The profit for the Parent Company for the year is presented in the Statement
of Changes in Equity.
Consolidated statement of changes in equity
Attributable to equity holders of the Group
Share capital Capital redemption reserve Fair value reserve Treasury shares Retained earnings Total
£000 £000 £000 £000 £000 £000
Balance at 31 December 2020 154 19 (12,690) (1,299) 207,839 194,023
Total comprehensive income for the period
Profit for 2021 - - - - 6,786 6,786
Other comprehensive income, net of tax
Changes in fair value of equity investments at fair value through other - - 5,626 - - 5,626
comprehensive income*
Tax on other comprehensive income - - 2 - - 2
Total other comprehensive income - - 5,628 - - 5,628
Total comprehensive income for the period - - 5,628 - 6,786 12,414
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Sale of Secure Trust Bank shares - - 8,041 - (8,041) -
Special dividend relating to 2019** - - - - (3,155) (3,155)
Interim dividend relating to 2021 - - - - (2,403) (2,403)
Total contributions by and distributions to owners - - 8,041 - (13,599) (5,558)
Balance at 31 December 2021 154 19 979 (1,299) 201,026 200,879
* Mainly relates to movements in the STB share price. There are currently no
tax implications to the movement as the shareholding still qualifies for
significant shareholding exemption.
** On 19 March 2021 the Group paid a special dividend of 21p per share to
replace the dividend that was withdrawn at the request of the regulators at
the outset of the pandemic.
Attributable to equity holders of the Group
Share capital Capital redemption reserve Fair value reserve Treasury shares Retained earnings Total
£000 £000 £000 £000 £000 £000
Balance at 31 December 2019 154 19 205 (1,214) 209,171 208,335
Total comprehensive income for the period
Loss for 2020 - - - - (1,332) (1,332)
Other comprehensive income, net of tax
Changes in fair value of equity investments at fair value through other - - (12,825) - - (12,825)
comprehensive income*
Tax on other comprehensive income - - (70) - - (70)
Total other comprehensive income - - (12,895) - - (12,895)
Total comprehensive income for the period - - (12,895) - (1,332) (14,227)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Purchase of own shares - - - (85) - (85)
Total contributions by and distributions to owners - - - (85) - (85)
Balance at 31 December 2020 154 19 (12,690) (1,299) 207,839 194,023
* Mainly relates to movements in the STB share price. There are no tax
implications to the movement as the shareholding qualified for significant
shareholding exemption.
Company statement of changes in equity
Attributable to equity holders of the Company
Share capital Capital redemption reserve Fair value reserve Treasury shares Retained earnings Total
£000 £000 £000 £000 £000 £000
Balance at 1 January 2020 154 19 (423) (1,214) 161,556 160,092
Total comprehensive income for the period
Loss for 2020 - - - - (835) (835)
Other comprehensive income, net of income tax
Changes in fair value of equity investments at fair value through other - - (11,741) - - (11,741)
comprehensive income*
Total other comprehensive income - - (11,741) - - (11,741)
Total comprehensive income for the period - - (11,741) - (835) (12,576)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Purchase of own shares - - - (85) - (85)
Total contributions by and distributions to owners - - - (85) - (85)
Balance at 31 December 2020 154 19 (12,164) (1,299) 160,721 147,431
Total comprehensive income for the period
Profit for 2021 - - - - 5,541 5,541
Other comprehensive income, net of income tax
Changes in fair value of equity investments at fair value through other - - 4,988 - - 4,988
comprehensive income*
Total other comprehensive income - - 4,988 - - 4,988
Total comprehensive income for the period - - 4,988 - 5,541 10,529
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Sale of Secure Trust Bank shares - - 7,176 - (7,176) -
Special dividend relating to 2019** - - - - (3,155) (3,155)
Interim dividend relating to 2021 - - - - (2,403) (2,403)
Total contributions by and distributions to owners - - 7,176 - (12,734) (5,558)
Balance at 31 December 2021 154 19 - (1,299) 153,528 152,402
* Relates to movements in the STB share price. There are no tax implications
to the movement as the shareholding qualified for significant shareholding
exemption.
** On 19 March 2021 the Group paid a special dividend of 21p per share to
replace the dividend that was withdrawn at the request of the regulators at
the outset of the pandemic.
Consolidated statement of cash flows Year ended 31 December Year ended 31 December
2021 2020
Note £000 £000
Cash flows from operating activities
Interest received 77,321 99,308
Interest paid (14,395) (19,264)
Fees and commissions received 15,579 14,685
Other income 3,955 678
Cash payments to employees and suppliers (46,018) (85,931)
Taxation paid - (237)
Cash flows from operating profits before changes in operating assets and 36,442 9,239
liabilities
Changes in operating assets and liabilities:
- net (increase)/decrease in derivative financial instruments (388) 291
- net (increase)/decrease in loans and advances to customers (280,646) 11,366
- net increase in other assets (3,554) (5,513)
- net increase in amounts due to customers 472,662 280,304
- net increase/(decrease) in other liabilities 4,604 (5,894)
Net cash inflow from operating activities 229,120 289,793
Cash flows from investing activities
Acquisition of financial investments (621) (420)
Disposal of financial investments 21,547 -
Purchase of computer software 28 (5,100) (6,392)
Purchase of property, plant and equipment 29 (35,930) (683)
Proceeds from sale of property, plant and equipment 29 19,632 23
Acquisition of Asset Alliance Group Holdings Limited 12 (9,998) -
Cash balance acquired through Asset Alliance Holdings Limited acquisition 12 3,883 -
Purchase of debt securities (590,492) (623,614)
Proceeds from redemption of debt securities 635,155 719,242
Net cash inflow from investing activities 38,076 88,156
Cash flows from financing activities
Purchase of treasury shares - (85)
Decrease in borrowings (117,675) (331)
Lease payments (2,893) (2,633)
Dividends paid (5,558) -
Net cash outflow from financing activities (126,126) (3,049)
Net increase in cash and cash equivalents 141,070 374,900
Cash and cash equivalents at 1 January 747,066 372,166
Cash and cash equivalents at 31 December 42 888,136 747,066
Company statement of cash flows Year ended 31 December Year ended 31 December
2021 2020
Note £000 £000
Cash flows from operating activities
Dividends received from subsidiaries and financial investments 5,550 385
Interest received 22 51
Interest paid (2,665) (2,664)
Other income 11,030 9,537
Cash payments to employees and suppliers (9,274) (7,965)
Taxation paid 62 (21)
Cash flows from operating profit/(loss) before changes in operating assets and 4,725 (677)
liabilities
Changes in operating assets and liabilities:
- net (increase)/decrease in group company balances (1,655) 2,087
- net decrease in other assets 47 12
- net increase/(decrease) in other liabilities 1,237 (1,591)
Net cash inflow/(outflow) from operating activities 4,354 (169)
Cash flows from investing activities
Receipt on dissolution of insurance cell 44 - 100
Capital contribution to Arbuthnot Latham (25,500) -
Disposal/disposal of financial investments 19,129 -
Net cash (outflow)/inflow from investing activities (6,371) 100
Cash flows from financing activities
Purchase of treasury shares - (85)
Dividends paid (5,558) -
Net cash used in financing activities (5,558) (85)
Net decrease in cash and cash equivalents (7,575) (154)
Cash and cash equivalents at 1 January 15,162 15,316
Cash and cash equivalents at 31 December 42 7,587 15,162
Notes to the Consolidated Financial Statements
1. Reporting entity
Arbuthnot Banking Group PLC is a company domiciled in the United Kingdom. The
registered address of Arbuthnot Banking Group PLC is 7 Wilson Street, London,
EC2M 2SN. The consolidated financial statements of Arbuthnot Banking Group PLC
as at and for the year ended 31 December 2021 comprise Arbuthnot Banking Group
PLC and its subsidiaries (together referred to as the "Group" and individually
as "subsidiaries"). The Company is the holding company of a group primarily
involved in banking and financial services.
2. Basis of preparation
(a) Statement of compliance
The Group's consolidated financial statements and the Company's financial
statements have been prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006.
The consolidated financial statements were authorised for issue by the Board
of Directors on 23 March 2022.
(b) Basis of measurement
The consolidated and company financial statements have been prepared under the
historical cost convention, as modified by investment property and
derivatives, financial assets and financial liabilities at fair value through
profit or loss or other comprehensive income.
(c) Functional and presentational currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ("the functional currency"). The consolidated financial
statements are presented in Pounds Sterling, which is the Company's functional
and the Group's presentational currency.
(d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in Note 4.
(e) Going concern
After making appropriate enquiries which assessed strategy, profitability,
funding, risk management (see Note 6) and capital resources (see Note 7), the
directors are satisfied that the Company and the Group have adequate resources
to continue in operation for the foreseeable future. The Audit Committee
reviewed management's assessment, which incorporated analysis of the ICAAP and
ILAAP approved by the Board of AL and of relevant metrics, focusing on
liquidity, capital, and the stress scenarios. It is satisfied that the going
concern basis and assessment of the Group's longer-term viability is
appropriate. The financial statements are therefore prepared on the going
concern basis.
(f) Accounting developments
The accounting policies adopted are consistent with those of the previous
financial year.
3. Significant accounting policies
The accounting policies applied in the preparation of these consolidated
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
3.1. Consolidation
(a) Subsidiaries
Subsidiaries are all investees (including special purpose entities) controlled
by the Group. The Group controls an investee when it is exposed, or has
rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred
or assumed at the date of exchange. Identifiable assets acquired, liabilities
and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the
extent of any non-controlling interest. The excess of the cost of acquisition
over the fair value of the Group's shares of the identifiable net assets
acquired is recorded as goodwill. If the cost of acquisition is less than the
fair value of the net assets of the subsidiary acquired, the difference is
recognised directly in the Statement of Comprehensive Income as a gain on
bargain purchase. Contingent consideration related to an acquisition is
initially recognised at the date of acquisition as part of the consideration
transferred, measured at its acquisition date fair value and recognised as a
liability. The fair value of a contingent consideration liability recognised
on acquisition is remeasured at key reporting dates until it is settled,
changes in fair value are recognised in the profit or loss.
The Company's investments in subsidiaries are recorded at cost less, where
appropriate, provisions for impairment in value.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
(b) Special purpose entities
Special purpose entities ("SPEs") are entities that are created to accomplish
a narrow and well-defined objective such as the securitisation of particular
assets or the execution of a specific borrowing or lending transaction. SPEs
are consolidated when the investor controls the investee. The investor would
only control the investee if it had all of the following:
• power over the investee;
• exposure, or rights, to variable returns from its involvement
with the investee; and
• the ability to use its power over the investee to affect the
amount of the investor's returns.
The assessment of whether the Group has control over an SPE is carried out at
inception and the initial assessment is only reconsidered at a later date if
there were any changes to the structure or terms of the SPE, or there were
additional transactions between the Group and the SPE.
3.2. Foreign currency translation
Foreign currency transactions are translated into the functional currency
using the spot exchange rates prevailing at the dates of the transactions or
valuation where items are remeasured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive Income.
Foreign exchange differences arising from translation of equity instruments,
where an election has been made to present subsequent fair value changes in
Other Comprehensive Income ("OCI"), will also be recognised in OCI.
3.3. Financial assets and financial liabilities
IFRS 9 requires financial assets and liabilities to be measured at amortised
cost, fair value through other comprehensive income ("FVOCI") or fair value
through the profit and loss ("FVPL"). Liabilities are measured at amortised
cost or FVPL. The Group classifies financial assets and financial liabilities
in the following categories: financial assets and financial liabilities at
FVPL; FVOCI, financial assets and liabilities at amortised cost and other
financial liabilities. Management determines the classification of its
financial instruments at initial recognition.
A financial asset or financial liability is measured initially at fair value
plus, transaction costs that are directly attributable to its acquisition or
issue with the exception of financial assets at FVPL where these costs are
debited to the income statement.
(a) Financial assets measured at amortised cost
Financial assets that are held to collect contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at
amortised cost. A basic lending arrangement results in contractual cash flows
that are solely payments of principal and interest ("SPPI") on the principal
amount outstanding. Financial assets measured at amortised cost are
predominantly loans and advances and debt securities.
Loans and advances
Loans and advances are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise when
the Group provides money, goods or services directly to a debtor with no
intention of trading the receivable and the SPPI criteria are met. Loans are
recognised when cash is advanced to the borrowers inclusive of transaction
costs. Loans and advances, other than those relating to assets leased to
customers, are carried at amortised cost using the effective interest rate
method.
Debt securities at amortised cost
Debt securities at amortised cost are non-derivative financial assets with
fixed or determinable payments and fixed maturities that the Group has
determined meets the SPPI criteria. Debt security investments are carried at
amortised cost using the effective interest rate method, less any impairment
loss.
(b) Financial assets and financial liabilities at FVPL
Financial assets and liabilities are classified at FVPL where they do not meet
the criteria to be measured at amortised cost or FVOCI or where financial
assets are designated at FVPL to reduce an accounting mismatch. They are
measured at fair value in the statement of financial position, with fair value
gains/losses recognised in the income statement.
Financial assets that are held for trading or managed within a business model
that is evaluated on a fair value basis are measured at FVPL, because the
business objective is neither hold-to-collect contractual cash flows nor
hold-to-collect-and-sell contractual cash flows.
This category comprises derivative financial instruments and financial
investments. Derivative financial instruments utilised by the Group include
structured notes and derivatives used for hedging purposes.
Financial assets and liabilities at FVPL are initially recognised on the date
from which the Group becomes a party to the contractual provisions of the
instrument, including any acquisition costs. Subsequent measurement of
financial assets and financial liabilities held in this category are carried
at FVPL until the investment is sold.
(c) Financial assets at FVOCI
These include investments in special purpose vehicles, equity investments and
debt instruments. They may be sold in response to liquidity requirements,
interest rate, exchange rate or equity price movements. Financial investments
are initially recognised at cost, which is considered as the fair value of the
investment including any acquisition costs. The securities are subsequently
measured at fair value in the statement of financial position.
Fair value changes in the securities are recognised directly in equity (OCI).
A debt instrument is measured at fair value through other comprehensive income
if it meets both of the following conditions:
• the asset is held within a business model whose objective is
achieved by collecting contractual cash flows and selling financial assets;
and
• the contractual terms of the financial asset meet the SPPI
criterion.
There is a rebuttable presumption that all equity investments are FVPL,
however on initial recognition the Group may make an irrevocable election to
present the fair value movement of equity investments that are not held for
trading within OCI. The election can be made on an instrument by instrument
basis.
For debt instruments, changes in fair value are recognised in OCI. The assets
are subject to impairment testing under IFRS 9 and a loss allowance provision
is recognised for such assets. The portion of changes in fair value which
reflect ECL are taken to the profit or loss.
For equity instruments, there are no reclassifications of gains and losses to
the profit or loss statement on derecognition and no impairment recognised in
the profit or loss. Equity fair value movements are not reclassified from OCI
under any circumstances.
(d) Financial guarantees and loan commitments
Financial guarantees represent undertakings that the Group will meet a
customer's obligation to third parties if the customer fails to do so.
Commitments to extend credit represent unused portions of authorisations to
extend credit in the form of loans, guarantees or letters of credit. The Group
is exposed to loss in an amount equal to the total guarantees or unused
commitments, however, the likely amount of loss is expected to be
significantly less; most commitments to extend credit are contingent upon
customers maintaining specific credit standards, where the amount of loss
exceeds the total unused commitments an ECL is recognised. Liabilities under
financial guarantee contracts are initially recorded at their fair value, and
the initial fair value is amortised over the life of the financial guarantee.
Subsequently, the financial guarantee liabilities are measured at the higher
of the initial fair value, less cumulative amortisation, and the ECL of the
obligations.
(e) Financial liabilities at amortised cost
Financial liabilities at amortised cost are non-derivative financial
liabilities with fixed or determinable payments. These liabilities are
recognised when cash is received from the depositors and carried at amortised
cost using the effective interest rate method. The fair value of these
liabilities repayable on demand is assumed to be the amount payable on demand
at the Statement of Financial Position date.
Basis of measurement for financial assets and liabilities
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount
at which the financial asset or financial liability is measured at initial
recognition, minus principal payments, plus or minus the cumulative
amortisation using the effective interest rate method of any difference
between the initial amount recognised and the maturity amount, less any
reduction for impairment.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
When available, the Group measures the fair value of an instrument using
quoted prices in an active market for that instrument. A market is regarded as
active if quoted prices are readily and regularly available and represent
actual and regularly occurring market transactions on an arm's length basis.
If a market for a financial instrument is not active, the Group establishes
fair value using a valuation technique. These include the use of recent arm's
length transactions, reference to other instruments that are substantially the
same for which market observable prices exist, net present value and
discounted cash flow analysis.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or when the Group has transferred
substantially all risks and rewards of ownership. Any interest in transferred
financial assets that qualify for derecognition that is created or retained by
the Group is recognised as a separate asset or liability in the Statement of
Financial Position. In transactions in which the Group neither retains nor
transfers substantially all the risks and rewards of ownership of a financial
asset and it retains control over the asset, the Group continues to recognise
the asset to the extent of its continuing involvement, determined by the
extent to which it is exposed to changes in the value of the transferred
asset. There have not been any instances where assets have only been partially
derecognised.
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled, expire, are modified or exchanged.
Offsetting
Financial assets and financial liabilities are offset and the net amount
presented in the statement of financial position when, and only when, the
Group currently has a legally enforceable right to set off the amounts and it
intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
Income and expenses are presented on a net basis only when permitted under
IFRS, or for gains and losses arising from a group of similar transactions
such as the Group's trading activity.
3.4 Impairment for financial assets and lease receivables
IFRS 9 impairment model adopts a three stage expected credit loss approach
("ECL") based on the extent of credit deterioration since origination.
The three stages under IFRS 9 are as follows:
• Stage 1 - if, at the reporting date, the credit risk on a
financial instrument has not increased significantly since initial
recognition, an entity shall measure the loss allowance for that financial
instrument at an amount equal to 12-month expected credit losses.
• Stage 2 - a lifetime loss allowance is held for financial assets
where a significant increase in credit risk has been identified since
initial recognition for financial assets that are not credit impaired. The
assessment of whether credit risk has increased significantly since initial
recognition is performed for each reporting period for the life of the loan.
• Stage 3 - a lifetime ECL allowance is required for financial
assets that are credit impaired at the reporting date.
Measurement of ECL
The assessment of credit risk and the estimation of ECL are unbiased and
probability weighted. ECL is measured on either a 12 month (Stage 1) or
lifetime (Stage 2) basis depending on whether a significant increase in credit
risk has occurred since initial recognition or where an account meets the
Group's definition of default (Stage 3).
The ECL calculation is a product of an individual loan's probability of
default ('PD'), exposure at default ('EAD') and loss given default ('LGD')
discounted at the effective interest rate ('EIR').
Significant increase in credit risk ("SICR") (movement to Stage 2)
The Group's transfer criteria determines what constitutes a significant
increase in credit risk, which results in a financial asset being moved from
Stage 1 to Stage 2. The Group has determined that a significant increase in
credit risk arises when an individual borrower is more than 30 days past due
or if forbearance measures have been put in place.
Use of COVID-19 relief mechanisms (for example, payment holidays, CBILS and
BBLS) will not automatically merit identification of SICR and trigger a Stage
2 classification in isolation. Where, an individual borrower received COVID-19
relief, which were primarily in the form of payment holidays. The individual
borrower was assessed to be a significant increase in credit risk where they
were considered to have suffered long term financial difficulty. An individual
borrower was considered to have suffered long term financial difficulty based
on individual circumstances or where they had received more than two payment
holidays or where a payment holiday given was in excess of 6 months.
The Group monitors the ongoing appropriateness of the transfer criteria, where
any proposed amendments will be reviewed and approved by the Groups Credit
Committees at least annually and more frequently if required.
A borrower will move back into Stage 1 conditional upon a period of good
account conduct and the improvement of the Client's situation to the extent
that the probability of default has receded sufficiently and a full repayment
of the loan, without recourse to the collateral, is likely.
Definition of default (movement to Stage 3)
The Group uses a number of qualitative and quantitative criteria to determine
whether an account meets the definition of default and as a result moves into
Stage 3. The criteria are as follows:
• The rebuttable assumption that more than 90 days past due is an
indicator of default. The Group therefore deems more than 90 days past due as
an indicator of default except for cases where the customer is already within
forbearance. This will ensure that the policy is aligned with the
Basel/Regulatory definition of default.
• The Group has also deemed it appropriate to classify accounts
where there has been a breach in agreed forbearance arrangements, recovery
action is in hand or bankruptcy proceedings have been initiated or similar
insolvency process of a client, or director of a company.
A borrower will move out of Stage 3 when their credit risk improves such that
they are no longer past due and remain up to date for a minimum period of six
months and the improvement in the borrower's situation to the extent that
credit risk has receded sufficiently and a full repayment of the loan, without
recourse to the collateral, is likely.
Forward looking macroeconomic scenarios
IFRS 9 requires the entity to consider the risk of default and impairment loss
taking into account expectations of economic changes that are reasonable.
The Group uses bespoke macroeconomic models to determine the most significant
factors which may influence the likelihood of an exposure defaulting in the
future. At present, the most significant macroeconomic factors relate to
property prices, UK real GDP growth and unemployment rate. The Group currently
consider five probability weighted scenarios: baseline (2020: "no change");
severe decline; moderate decline; decline and upside (2020: "growth"). The
Group has derived an approach for factoring probability weighted macroeconomic
forecasts into ECL calculations, adjusting PD and LGD estimates.
Expected life
IFRS 9 requires lifetime expected credit losses to be measured over the
expected life. Currently the Group considers the loans' expected life is equal
to the contractual loan term. This approach will continue to be monitored and
enhanced if and when deemed appropriate.
Government guarantees
During March and April 2020, the UK government launched a series of temporary
schemes designed to support businesses
deal with the impact of Covid-19. The BBLS, CBILS, CLBILS and RLS lending
products were originated by the Group but are
covered by government guarantees. These are to be set against the outstanding
balance of a defaulted facility after the
proceeds of the business assets have been applied. The government guarantee is
80% for CBILS, CLBILS and RLS and 100% for
BBLS. Arbuthnot Latham recognises lower LGDs for these lending products as a
result, with 0% applied to the government guaranteed part of the exposure.
3.5 Derivatives held for risk management purposes and hedge accounting
Derivatives held for risk management purposes include all derivative assets
and liabilities that are not classified as trading assets or liabilities. All
derivatives are measured at fair value in the statement of financial position.
The Group designates certain derivatives held for risk management as hedging
instruments in qualifying hedging relationships.
Policy applicable generally to hedging relationships
On initial designation of the hedge, the Group formally documents the
relationship between the hedging instrument(s) and hedged item(s), including
the risk management objective and strategy in undertaking the hedge, together
with the method that will be used to assess the effectiveness of the hedging
relationship. The Group makes an assessment, both on inception of the hedging
relationship and on an ongoing basis, of whether the hedging instrument(s) is
(are) expected to be highly effective in offsetting the changes in the fair
value of the respective hedged item(s) during the period for which the hedge
is designated, and whether the actual results of each hedge are within a range
of 80-125%.
Fair value hedges
When a derivative is designated as the hedging instrument in a hedge of the
change in fair value of a recognised asset or liability or a firm commitment
that could affect profit or loss, changes in the fair value of the derivative
are recognised immediately in profit or loss. The change in fair value of the
hedged item attributable to the hedged risk is recognised in profit or loss.
If the hedged item would otherwise be measured at cost or amortised cost, then
its carrying amount is adjusted accordingly.
If the hedging derivative expires or is sold, terminated or exercised, or the
hedge no longer meets the criteria for fair value hedge accounting, or the
hedge designation is revoked, then hedge accounting is discontinued
prospectively. However, if the derivative is novated to a central counterparty
by both parties as a consequence of laws or regulations without changes in its
terms except for those that are necessary for the novation, then the
derivative is not considered expired or terminated.
Any adjustment up to the point of discontinuation to a hedged item for which
the effective interest method is used is amortised to profit or loss as an
adjustment to the recalculated effective interest rate of the item over its
remaining life.
On hedge discontinuation, any hedging adjustment made previously to a hedged
financial instrument for which the effective interest method is used is
amortised to profit or loss by adjusting the effective interest rate of the
hedged item from the date on which amortisation begins. If the hedged item is
derecognised, then the adjustment is recognised immediately in profit or loss
when the item is derecognised.
3.6. Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets, other than
inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists, then the asset's recoverable amount is estimated.
Impairment for goodwill is discussed in more detail under Note 28.
3.7. Fiduciary activities
The Group commonly acts as trustee and in other fiduciary capacities that
result in the holding or placing of assets on behalf of individuals, trusts,
retirement benefit plans and other institutions. These assets and income
arising thereon are excluded from these financial statements, as they are not
assets of the Group.
3.8. Adoption of new and revised reporting standards
Except for the Interest Rate Benchmark Reform, there are no standards,
interpretations or amendments to existing standards that have been published
and are mandatory for the Group's accounting periods beginning on or after 1
January 2021 or later periods, that will have any material impact on the
Group's financial statements.
Interest Rate Benchmark Reform
In August 2020 the IASB issued a further amendment to IAS 39 'Interest Rate
Benchmark Reform - Phase 2'. This amendment sets out accounting requirements
for the treatment of IBOR-linked financial assets and liabilities under the
amortised cost method and IBOR related hedge accounting when a firm replaces
the IBOR linkage in the underlying instruments with a replacement benchmark.
It is therefore applicable to the Group's LIBOR-linked assets and liabilities
where interest is charged on the basis of LIBOR. The Group intends to utilise
the provisions of the amendment as it transitions its IBOR-linked assets and
liabilities. The impact of the amendment will depend upon the IBOR related
assets, liabilities and hedging relationships at the point at which transition
occurs.
3.9. Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual
periods beginning after 1 January 2022 and earlier application is permitted;
however, the Group has not early adopted the new and amended standards in
preparing these consolidated financial statements.
Other standards
The following new and amended standards are not expected to have a significant
impact on the Group's consolidated financial statements.
• Onerous Contracts - Cost of Fulfilling a Contract (Amendments to
IAS 37, effective for annual periods beginning on or after January 1, 2022).
• Annual Improvements to IFRS Standards 2018-2020.
• Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16, effective for annual periods beginning on or after
January 1, 2022).
• Reference to Conceptual Framework (Amendments to IFRS 3,
effective for annual periods beginning on or after January 1, 2022).
• Classification of Liabilities as Current or Non-current
(Amendments to IAS 1, effective for annual periods beginning on or after
January 1, 2023).
• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance
Contracts. (effective for annual reporting periods beginning on or after
January 1, 2023)
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2).
• Definition of Accounting Estimates (Amendments to IAS 8,
effective for annual periods beginning on or after January 1, 2023).
4. Critical accounting estimates and judgements in applying accounting
policies
The Group makes estimates and assumptions that affect the reported amounts of
assets and liabilities within the next financial year. Estimates and
judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed
to be reasonable under the circumstances.
4.1 Estimation uncertainty
(a) Expected credit losses ("ECL") on financial assets
The Group reviews its loan portfolios and debt security investments to assess
impairment at least on a quarterly basis. The basis for evaluating impairment
losses is described in Note 11. The measurement of ECL required by the
implementation of IFRS 9, from 1 January 2018, necessitates a number of
significant judgements. Specifically, judgements and estimation uncertainties
relate to assessment of whether credit risk on the financial asset has
increased significantly since initial recognition, incorporation of
forward-looking information ("FLI") in the measurement of ECLs and key
assumptions used in estimating recoverable cash flows. These estimates are
driven by a number of factors that are subject to change which may result in
different levels of ECL allowances.
The Group incorporates FLI into the assessment of whether there has been a
significant increase in credit risk. Forecasts for key macroeconomic variables
that most closely correlate with the Bank's portfolio are used to produce five
economic scenarios, comprising of a base case (2020: 'No change'), which is
the central scenario, developed internally based on consensus forecast, and
four less likely scenarios, one upside (2020: 'Growth') and three downside
scenarios (decline, moderate decline and severe decline), and the impacts of
these scenarios are then probability weighted. The estimation and application
of this FLI will require significant judgement supported by the use of
external information.
12-month ECLs on loans and advances (loans within Stage 1) are calculated
using a statistical model on a collective basis, grouped together by product
and geographical location. The key assumptions are the probability of default,
the economic scenarios and loss given default having consideration to
collateral. Lifetime ECLs on loans and advances (loans within Stage 2 and 3)
are calculated based on an individual valuation of the underlying asset and
other expected cash flows.
For financial assets in Stage 2 and 3, ECL is calculated on an individual
basis and all relevant factors that have a bearing on the expected future cash
flows are taken into account. These factors can be subjective and can include
the individual circumstances of the borrower, the realisable value of
collateral, the Group's position relative to other claimants, and the likely
cost to sell and duration of the time to collect. The level of ECL is the
difference between the value of the recoverable amount (which is equal to the
expected future cash flows discounted at the loan's original effective
interest rate), and its carrying amount.
Five economic scenarios were modelled. A probability was assigned to each
scenario to arrive at an overall weighted impact on ECL. Management judgment
is required in the application of the probability weighting for each scenario.
The Group considered the impact of various assumptions on the calculation of
ECL (changes in GDP, unemployment rates, inflation, exchange rates, equity
prices, wages and collateral values/property prices) and concluded that
collateral values/property prices, UK GDP and UK unemployment rate (2020:
collateral values/property prices) are key drivers of credit risk and credit
losses for each portfolio of financial instruments.
Using an analysis of historical data, management has estimated relationships
between macro-economic variables and credit risk and credit losses. The Group
estimates each key driver for credit risk over the active forecast period of
between two and five years. This is followed by a period of mean reversion of
five years.
The five macroeconomic scenarios modelled on future property prices and
macroeconomic variables were as follows:
• Baseline (2020: No change)
• Upside (2020: Growth)
• Decline
• Moderate decline
• Severe decline
The tables below therefore reflect the expected probability weightings applied
for each macroeconomic scenario:
Probability weighting*
Group 2021 2020
Economic Scenarios
Baseline (2020: No Change) 52.0% 9.0%
Upside (2020: Growth) 25.0% 4.0%
Decline 16.0% 70.0%
Moderate decline 5.0% 15.0%
Severe decline 2.0% 2.0%
*Renaissance Asset Finance applied probability weightings of 31.0% for No
Change scenario, 3.0% for Growth scenario, 40% for Decline, 20% for Moderate
Decline and 6% for Severe Decline scenarios at 31 December 2020.
The tables below list the macroeconomic assumptions at 31 December 2021 used
in the base, upside and downside scenarios over the five-year forecast period.
The assumptions represent the absolute percentage unemployment rates and
year-on-year percentage change for GDP and property prices.
UK House price index - four quarter growth
Year Baseline Upside Decline Moderate Decline Severe Decline
2022 2.5% 6.2% (5.4%) (9.8%) (14.3%)
2023 2.3% 5.9% (4.1%) (10.5%) (16.9%)
2024 2.0% 5.6% (0.9%) (3.8%) (6.8%)
5 year average 2.0% 5.6% (0.7%) (2.8%) (4.8%)
UK Commercial real estate price - four quarter growth
Year Baseline Upside Decline Moderate Decline Severe Decline
2022 1.5% 5.9% (12.8%) (17.4%) (22.0%)
2023 1.5% 6.3% (1.0%) (3.5%) (6.0%)
2024 1.3% 5.4% 2.9% 4.4% 6.0%
5 year average 1.4% 5.1% (1.2%) (1.8%) (2.4%)
UK Unemployment rate - annual average
Year Baseline Upside Decline Moderate Decline Severe Decline
2022 4.6% 4.0% 5.2% 8.0% 10.8%
2023 4.2% 3.7% 6.5% 8.8% 11.1%
2024 4.1% 3.6% 6.0% 7.9% 9.7%
5 year average 4.2% 3.8% 5.7% 7.5% 9.4%
UK GDP - annual growth
Year Baseline Upside Decline Moderate Decline Severe Decline
2022 4.7% 8.1% 0.8% (1.9%) (4.7%)
2023 2.2% 3.8% 1.7% 1.2% 0.7%
2024 1.6% 2.8% 1.4% 1.2% 0.9%
5 year average 2.3% 3.9% 1.3% 0.6% (0.1%)
The graphs below plot the historical data for HPI, Commercial real estate
price, unemployment rate and GDP growth rate in the UK as well as the
forecasted data under each of the five scenarios.
The Group applied 5-year average expected change in property price of 0% for
No Change scenario, 0.5% for Growth scenario, negative 2.5% for Decline,
negative 20% for Moderate Decline and negative 40% for Severe Decline
scenarios at 31 December 2020.
The table below compares the 31 December 2021 ECL provision using the 31
December 2021 economic scenarios and the 31 December 2021 ECL provision using
the 31 December 2020 economic scenarios.
Economic scenarios as at
2021 2020
Group £000 £000
ECL Provision
Stage 1 388 831
Stage 2 77 157
Stage 3 5,922 5,968
At 31 December 2021 6,387 6,956
Additionally, management have assessed the impact of assigning a 100%
probability to each of the economic scenarios, which would have the following
impact on the Profit or Loss of the Group:
2021 2020
Group £m £m
Impact of 100% scenario probability
Baseline (2020: No Change) 0.1 0.8
Upside (2020: Growth) 0.1 0.9
Decline (0.8) 0.4
Moderate Decline (4.0) (6.0)
Severe Decline (13.6) (51.0)
(b) Effective Interest Rate
Loans and advances to customers are initially recognised at fair value.
Subsequently, they are measured under the effective interest rate method.
Management review the expected cash flows against actual cash flows to ensure
future assumptions on customer behaviour and future cash flows remain valid.
If the estimates of future cash flows are revised, the gross carrying value of
the financial asset is recalculated as the present value of the estimated
future contractual cash flows discounted at the original effective interest
rate. The adjustment to the carrying value of the loan book is recognised in
the Statement of Comprehensive Income.
The accuracy of the effective interest rate is affected by unexpected market
movements resulting in altered customer behaviour, inaccuracies in the models
used compared to actual outcomes and incorrect assumptions.
In 2021 the Group recognised £0.1m (2020: £0.1m) additional interest income
to reflect a revision in the timing of expected cash flows on the originated
book, reflecting a shortening of the expected life of originated loan book.
If customer loans repaid 6 months earlier than anticipated on the originated
loan book, interest income would increase by £0.6m (2020: £0.5m), due to
acceleration of fee income.
In 2021 the Group recognised £0.3m (2020: £0.1m) reversal of interest income
to reflect actual cash flows received on the acquired mortgage books being
less than forecast cash flows.
The key judgements in relation to calculating the net present value of the
acquired mortgage books relate to the timing of future cash flows on principal
repayments. Management have considered an early and delayed 6-month
sensitivity on the timing of repayment and a 10% increase and decrease of
principal repayments to be reasonably possible.
If the acquired loan books were modelled to accelerate cash flows by 6 months,
it would increase interest income in 2021 by £0.1m (2020: £0.2m) while a 10%
increase in principal repayments will increase interest income in 2021 by
£0.3m (2020: £0.5m) through a cash flow reset adjustment.
(c) Investment property
The valuations that the Group places on its investment properties are subject
to a degree of uncertainty and are calculated on the basis of assumptions in
relation to prevailing market rents and effective yields. These assumptions
may not prove to be accurate, particularly in periods of market volatility.
Following the uncertainty due to Brexit which had the effect of reducing the
activity in the property market in 2019, the impact of COVID-19 combined with
the ongoing complexities of Brexit had the impact of further significantly
reducing the activity in the property market, particularly during the first
half of 2020. There were signs of the level of activity increasing in 2021 and
early 2022, though below the overall levels of 2019. This has in turn resulted
in less market evidence being available for Management in making its judgement
on the key assumptions of property yield and market rent. The Group currently
owns one (2020: one) investment property, as outlined in Note 31.
Management valued the investment property utilising externally sourced market
information and property specific knowledge. The valuations were reviewed by
the Group's in-house surveyor.
Crescent Office Park in Bath with value of £6.6m (2020: £6.6m)
In December 2017, the office building was acquired with the intention to be
included within a new property fund initiative that the Group had planned to
start-up. The property had tenants in situ with the Fund recognising rental
income.
The property was initially recognised as held for sale under IFRS 5. In 2018
the launch of the property fund was placed on hold and as a result it was
reclassified as an investment property as the property no longer met the IFRS
5 criteria. The property remained occupied as at 31 December 2021 with the
Group receiving rental income.
In accordance with IAS 40, the property is recognised at fair value, with its
carrying value at year end of £6.6m equal to its fair value.
The valuation of the property has the following key inputs:
• yield: 6.50%
• future rent increases (every five years): 4.00%
Revised fair value gain / (loss)
Variable £'m %
Model Yield 6.50%
- Yield 0.25% lower 6.25% 0.4 5.3%
- Yield 0.25% higher 6.75% (0.3) (3.8%)
Model Future Rent Increases (Every 5 Years) 4.00%
- Positive +25% 5.00% 0.2 2.3%
- Negative -25% 3.00% (0.1) 0.8%
(d) Inventory
The Group owns two commercial properties and four repossessed properties,
classified as inventory. During 2019, the two commercial properties were
reclassified from investment property to inventory due to being under
development with the intention to sell. The repossessed properties were
initially recognised as inventory. The commercial properties on
reclassification to inventory were initially recognised at fair value and have
been subsequently measured at the lower of cost and net realisable value
("NRV") less costs to sell. Cost is deemed to be fair value on the date of
transfer or initial recognition. The properties are assessed at the reporting
date for impairment.
The internal valuations that the Group places on its properties are subject to
a degree of uncertainty and are calculated on the basis of assumptions in
relation to prevailing market rents and effective yields. These assumptions
may not prove to be accurate, particularly in periods of market volatility.
Simirlarly to investment property, the uncertainty due to Brexit and the
impact of COVID-19 resulted in less market evidence being available for
Management in making its judgement on the key assumptions of property yield
and market rent.
Management valued the property utilising externally sourced market information
and property specific knowledge. The valuations were reviewed by the Group's
in-house surveyor.
The external valuations that the Group places on its properties are subject to
a degree of uncertainty and are calculated on the basis of assumptions in
relation to prevailing market conditions and subject to comparable properties
for sale. These valuations are therefore susceptible to uncertainty
particularly where there is a limited level of activity in the property
market.
Management have assessed that should the net realisable value less cost to
sell of each of the combined property inventory reduce by 5% this would impact
profit or loss by £0.4m (or 0.5% of cost) and a reduction of 10% would impact
profit or loss by £2.1m (or 2.4% of cost).
(e) Residual value
At the end of lease terms, assets may be sold to third parties or leased for
further terms. Rentals are calculated to recover the cost of assets less their
residual value ("RV"), and earn finance income. RV's represent the estimated
value of the leased asset at the end of lease period. Residual values are
calculated after analysing the market place and the company's own historical
experience in the market. Expected residual values of leased assets are
prospectively adjusted for through the depreciation adjustments which are
charged to the income statement each year. The key estimates and judgements
that arise in relation to RV's are timing of lease terminations and expected
residual value of returned vehicles.
The profitability of the Group's operating lease contracts is highly dependent
on the RV of the vehicle at the end of the agreement. On inception of the
lease, the Group uses its knowledge and experience of the market and industry
to estimate the final RV of the vehicle. The Group is exposed to the risk that
the RV of the vehicle may be less than anticipated at the outset of the
contract impacting profitability. The Group manages the risk through effective
and robust procedures by continually monitoring historic, current and forecast
RF performance.
Expected residual values underlying the calculation of depreciation of leased
assets are kept under review to take account of any change in circumstances.
Refer to Note 29 for further detail.
(f) Fair Value of Fixed Assets on Acquisition
Upon acquisition of AAG management used an external valuation expert to
determine the market value of the fleet of leased assets. An overall average
increase of 15.95% on the carrying value resulted in an uplift of £19.2m.
Since acquisition management have monitored subsequent sales and have recorded
a £2.9m provision against future residual values of the leased vehicles based
on the company's historical sales trends.
(g) Recognition of Brand
Management used an external valuation expert to determine the market value of
AAG's brand. At acquisition the fair value of the brand was estimated using
the relief from royalty ("RfR") approach. The RfR method is a widely used
approach for valuing intangibles. The principle of the RfR method value
equates to the avoided cost of not having to pay a royalty. A royalty rate of
0.4% was applied against forecast revenues resulting in a brand value of
£3.5m.
5. Maturity analysis of assets and liabilities
The table below shows the maturity analysis of assets and liabilities of the
Group as at 31 December 2021:
Due within one year Due after more than one year Total
At 31 December 2021 £000 £000 £000
ASSETS
Cash and balances at central banks 814,692 - 814,692
Loans and advances to banks 73,444 - 73,444
Debt securities at amortised cost 147,696 153,356 301,052
Assets classified as held for sale 3,136 - 3,136
Derivative financial instruments 118 1,635 1,753
Loans and advances to customers 646,507 1,224,455 1,870,962
Other assets 109,741 378 110,119
Financial investments 124 3,045 3,169
Deferred tax asset - 2,562 2,562
Intangible assets 7,340 22,524 29,864
Property, plant and equipment 78,897 46,993 125,890
Right-of-use assets 2,729 12,945 15,674
Investment property - 6,550 6,550
1,884,424 1,474,443 3,358,867
LIABILITIES
Deposits from banks 15,333 225,000 240,333
Derivative financial instruments 132 39 171
Deposits from customers 1,640,627 1,197,242 2,837,869
Current tax liability 413 - 413
Other liabilities 21,126 28 21,154
Lease liabilities 5,802 15,474 21,276
Debt securities in issue - 36,772 36,772
1,683,433 1,474,555 3,157,988
The table below shows the maturity analysis of assets and liabilities of the
Group as at 31 December 2020:
Due within one year Due after more than one year Total
At 31 December 2020 £000 £000 £000
ASSETS
Cash and balances at central banks 636,799 - 636,799
Loans and advances to banks 110,267 - 110,267
Debt securities at amortised cost 199,002 145,690 344,692
Assets classified as held for sale 3,285 - 3,285
Derivative financial instruments 202 1,641 1,843
Current tax asset 205 - 205
Loans and advances to customers 533,856 1,053,993 1,587,849
Other assets 96,180 108 96,288
Financial investments 1,754 16,741 18,495
Deferred tax asset - 1,009 1,009
Intangible assets 13,895 9,751 23,646
Property, plant and equipment 3,113 1,792 4,905
Right-of-use assets 2,793 14,910 17,703
Investment property - 6,550 6,550
1,601,351 1,252,185 2,853,536
LIABILITIES
Deposits from banks 5,090 225,000 230,090
Derivative financial instruments 188 461 649
Deposits from customers 2,170,339 194,868 2,365,207
Other liabilities 7,606 - 7,606
Lease Liabilities 2,798 15,507 18,305
Debt securities in issue - 37,656 37,656
2,186,021 473,492 2,659,513
Due within one year Due after more than one year Total
At 31 December 2021 £000 £000 £000
ASSETS
Loans and advances to banks 6 - 6
Loans and advances to banks - due from subsidiary undertakings 7,581 - 7,581
Debt securities at amortised cost - 24,367 24,367
Current tax asset 239 - 239
Deferred tax asset - 523 523
Intangible assets - 2 2
Property, plant and equipment - 137 137
Other assets 55 - 55
Interests in subsidiaries - 159,404 159,404
7,881 184,433 192,314
LIABILITIES
Other liabilities 3,142 - 3,142
Debt securities in issue - 36,772 36,772
3,142 36,772 39,914
The table below shows the maturity analysis of assets and liabilities of the
Company as at 31 December 2020:
Due within one year Due after more than one year Total
At 31 December 2020 £000 £000 £000
ASSETS
Loans and advances to banks 7 - 7
Loans and advances to banks - due from subsidiary undertakings 15,155 - 15,155
Debt securities at amortised cost - 24,308 24,308
Financial investments - 14,171 14,171
Current tax asset 438 - 438
Deferred tax asset - 395 395
Intangible assets - 4 4
Property, plant and equipment - 161 161
Other assets 102 - 102
Interests in subsidiaries - 133,904 133,904
15,702 172,943 188,645
LIABILITIES
Other liabilities 3,559 3,559
Debt securities in issue 37,656 37,656
3,559 37,656 41,215
6. Financial risk management
Strategy
By their nature, the Group's activities are principally related to the use of
financial instruments. The Directors and senior management of the Group have
formally adopted a Group Risk and Controls Policy which sets out the Board's
attitude to risk and internal controls. Key risks identified by the
Directors are formally reviewed and assessed at least once a year by the
Board, in addition to which key business risks are identified, evaluated and
managed by operating management on an ongoing basis by means of procedures
such as physical controls, credit and other authorisation limits and
segregation of duties. The Board also receives regular reports on any risk
matters that need to be brought to its attention. Significant risks identified
in connection with the development of new activities are subject to
consideration by the Board. There are budgeting procedures in place and
reports are presented regularly to the Board detailing the results of each
principal business unit, variances against budget and prior year, and other
performance data.
The principal non-operational risks inherent in the Group's business are
credit, macroeconomic, market, liquidity and capital.
(a) Credit risk
The Company and Group take on exposure to credit risk, which is the risk that
a counterparty will be unable to pay amounts in full when due. Significant
changes in the economy, or in the health of a particular industry segment that
represents a concentration in the Company and Group's portfolio, could result
in losses that are different from those provided for at the balance sheet
date. Credit risk is managed through the Credit Committee of the banking
subsidiary.
The Committee regularly reviews the credit risk profile of the Group, with a
clear focus on performance against risk appetite statements and risk metrics.
The Committee considered credit conditions during the year, and in particular
the impact of the COVID-19 crisis on performance against both credit risk
appetite and a range of key credit risk metrics.
The Company and Group structure the levels of credit risk it undertakes by
placing limits on the amount of risk accepted in relation to products, and one
borrower or groups of borrowers. Such risks are monitored on a revolving basis
and subject to an annual or more frequent review. The limits are approved
periodically by the Board of Directors and actual exposures against limits are
monitored daily.
Exposure to credit risk is managed through regular analysis of the ability of
borrowers and potential borrowers to meet interest and capital repayment
obligations and by changing these lending limits where appropriate. Exposure
to credit risk is also managed in part by obtaining collateral, and corporate
and personal guarantees.
The economic environment remains uncertain and future impairment charges may
be subject to further volatility (including from changes to macroeconomic
variable forecasts) depending on the longevity of the COVID-19 pandemic and
related containment measures, as well as the longer term effectiveness of
central bank, government and other support measures.
COVID-19 has created an unprecedented challenge for ECL modelling, given the
severity of economic shock and associated uncertainty for the future economic
path coupled with the scale of government and central bank intervention and
COVID-19 relief mechanisms that have altered the relationships between
economic drivers and default.
The Group has attempted to leverage stress test modelling insights to inform
ECL model refinements to enable reasonable estimates. Management review of
modelling approaches and outcomes continues to inform any necessary
adjustments to the ECL estimates through the form of in-model adjustments,
based on expert judgement including the use of available information.
Management considerations included the potential severity and duration of the
economic shock, including the mitigating effects of government support
actions, as well the potential trajectory of the subsequent recovery. The
Group also considered differential impacts on asset classes, including
pronouncements from regulatory bodies regarding IFRS 9 application in the
context of COVID-19, notably on significant increase in credit risk (SICR)
identification.
The Group employs a range of policies and practices to mitigate credit risk.
The most traditional of these is the taking of collateral to secure advances,
which is common practice. The principal collateral types for loans and
advances include, but are not limited to:
• Charges over residential and commercial properties;
• Charges over business assets such as premises, inventory and
accounts receivable;
• Charges over financial instruments such as debt securities and
equities;
• Charges over other chattels; and
• Personal guarantees
Upon initial recognition of loans and advances, the fair value of collateral
is based on valuation techniques commonly used for the corresponding assets.
In order to minimise any potential credit loss the Group will seek additional
collateral from the counterparty as soon as impairment indicators are noticed
for the relevant individual loans and advances. Repossessed collateral, not
readily convertible into cash, is made available for sale in an orderly
fashion, with the proceeds used to reduce or repay the outstanding
indebtedness, or held as inventory where the Group intends to develop and sell
in the future. Where excess funds are available after the debt has been
repaid, they are available either for other secured lenders with lower
priority or are returned to the customer.
Commitments to extend credit represent unused portions of authorisations to
extend credit in the form of loans, guarantees or letters of credit. With
respect to credit risk on commitments to extend credit, the Group is
potentially exposed to loss in an amount equal to the total unused
commitments. However, the likely amount of loss is less than the total unused
commitments, as most commitments to extend credit are contingent upon
customers maintaining specific credit standards.
The Group incorporates forward-looking information into both its assessment of
whether the credit risk of an instrument has increased significantly since its
initial recognition and its measurement of ECL. The key inputs into the
measurement of the ECL are:
• assessment of significant increase in credit risk
• future economic scenarios
• probability of default
• loss given default
• exposure at default
The IFRS 9 impairment model adopts a three stage approach based on the extent
of credit deterioration since origination, see Note 11.
The Group's maximum exposure to credit risk before collateral held or other
credit enhancements is as follows:
2021
Group Banking Mortgage Portfolios RAF ABL ASFL AAG All Other Divisions Total
Credit risk exposures (all stage 1, unless otherwise stated) £000 £000 £000 £000 £000 £000 £000 £000
On-balance sheet:
Cash and balances at central banks - - - - - - 814,499 814,499
Loans and advances to banks - - - - - - 73,444 73,444
Debt securities at amortised cost - - - - - - 301,052 301,052
Derivative financial instruments - - - - - - 1,753 1,753
Loans and advances to customers 1,399,389 178,153 99,969 182,213 10,125 7,500 - 1,877,349
Stage 1 1,297,782 157,566 82,952 182,213 9,896 7,500 - 1,737,909
Stage 2 70,132 13,728 11,374 - 229 - - 95,463
Stage 3 31,475 6,859 5,643 - - - - 43,977
Other assets - - - - - - 13,098 13,098
Financial investments - - - - - - 3,169 3,169
Off-balance sheet:
Guarantees 2,931 - - - - 1,629 - 4,560
Loan commitments and other credit related liabilities 261,797 - - 200,478 2,115 - - 464,390
At 31 December 1,664,117 178,153 99,969 382,691 12,240 9,129 1,207,015 3,553,314
2020
Group Banking Mortgage Portfolios RAF ABL ASFL AAG All Other Divisions Total
Credit risk exposures (all stage 1, unless otherwise stated) £000 £000 £000 £000 £000 £000 £000 £000
On-balance sheet:
Cash and balances at central banks - - - - - - 636,631 636,631
Loans and advances to banks - - - - - - 110,267 110,267
Debt securities at amortised cost - - - - - - 344,692 344,692
Derivative financial instruments - - - - - - 1,843 1,843
Loans and advances to customers (net of ECL) 1,122,299 268,827 91,927 87,331 5,964 - 11,501 1,587,849
Stage 1 1,019,470 223,800 74,542 87,331 5,964 - 11,501 1,422,608
Stage 2 72,626 36,794 16,394 - - - - 125,814
Stage 3 30,203 8,233 991 - - - - 39,427
Other assets - - - - - - 5,458 5,458
Financial investments - - - - - - 18,495 18,495
Off-balance sheet:
Guarantees 6,248 - - - - - - 6,248
Loan commitments and other credit related liabilities 152,972 - - 155,300 155 - - 308,427
At 31 December 1,281,519 268,827 91,927 242,631 6,119 - 1,128,887 3,019,910
The Company's maximum exposure to credit risk (all stage 1) before collateral
held or other credit enhancements is as follows
2021 2020
£000 £000
Credit risk exposures relating to on-balance sheet assets are as follows:
Loans and advances to banks 7,587 15,162
Debt securities at amortised cost 24,367 24,308
Financial investments - 14,171
At 31 December 31,954 53,641
The above tables represent the maximum credit risk exposure (net of
impairment) to the Group and Company at 31 December 2021 and 2020 without
taking account of any collateral held or other credit enhancements attached.
For financial assets, the balances are based on carrying amounts as reported
in the Statement of Financial Position. For guarantees and loan commitments,
the amounts in the table represent the amounts for which the group is
contractually committed.
The table below represents an analysis of the loan to values of the exposures
secured by property for the Group:
2021
Banking Mortgage Portfolios Total
Loan Balance Collateral Loan Balance Collateral Loan Balance Collateral
Group £000 £000 £000 £000 £000 £000
Less than 60% 724,604 1,606,614 74,305 174,446 798,909 1,781,060
Stage 1 699,913 1,557,704 67,034 157,905 766,947 1,715,609
Stage 2 17,722 34,470 5,195 12,185 22,917 46,655
Stage 3 6,969 14,440 2,076 4,356 9,045 18,796
60%-80% 586,077 916,749 59,536 86,873 645,613 1,003,622
Stage 1 538,908 847,769 53,182 77,574 592,090 925,343
Stage 2 37,550 55,255 4,090 5,881 41,640 61,136
Stage 3 9,619 13,725 2,264 3,418 11,883 17,143
80%-100% 23,362 27,223 29,387 33,591 52,749 60,814
Stage 1 8,488 10,088 25,498 29,065 33,986 39,153
Stage 2 14,874 17,135 2,557 2,909 17,431 20,044
Stage 3 - - 1,332 1,617 1,332 1,617
Greater than 100%* 27,525 22,002 20,489 16,796 48,014 38,798
Stage 1 14,895 12,914 15,640 12,855 30,535 25,769
Stage 2 - - 2,768 2,435 2,768 2,435
Stage 3 12,630 9,088 2,081 1,506 14,711 10,594
Total 1,361,568 2,572,588 183,717 311,706 1,545,285 2,884,294
*In addition to property, other security is taken, including charges over
Arbuthnot Latham Investment Management portfolios, other chattels and personal
guarantees. The increase in loan to values greater than 100% is due to an
increase in exposures collateralised by other assets. Additionally under the
government scheme for BBLs, collateral is not required as the loans are 100%
backed by the government.
Loans in the Banking segment with a loan to value of greater than 100% have
additional collateral of £7.8m in the form of cash deposits and security over
Arbuthnot Latham Investment Management Portfolios and personal guarantees of
£35.9m. Non-property collateral reduces loan to value below 100% for all such
exposures in the Banking segment.
The table below represents an analysis of the loan to values of the exposures
secured by property for the Group:
2020
Banking Mortgage Portfolios Total
Loan Balance Collateral Loan Balance Collateral Loan Balance Collateral
Group £000 £000 £000 £000 £000 £000
Less than 60% 691,787 1,445,062 130,773 315,099 822,560 1,760,161
Stage 1 649,958 1,379,681 108,766 262,939 758,724 1,642,620
Stage 2 27,119 48,259 18,483 42,591 45,602 90,850
Stage 3 14,710 17,122 3,524 9,569 18,234 26,691
60%-80% 370,629 567,337 96,372 122,956 467,001 690,293
Stage 1 308,860 480,511 82,443 101,641 391,303 582,152
Stage 2 44,340 60,221 10,659 15,783 54,999 76,004
Stage 3 17,429 26,605 3,270 5,532 20,699 32,137
80%-100% 8,046 9,425 28,170 34,090 36,216 43,515
Stage 1 8,046 9,425 24,115 29,003 32,161 38,428
Stage 2 - - 3,572 4,313 3,572 4,313
Stage 3 - - 483 774 483 774
Greater than 100%* 16,010 12,530 13,694 13,849 29,704 26,379
Stage 1 16,010 12,530 8,546 8,376 24,556 20,906
Stage 2 - - 4,172 4,163 4,172 4,163
Stage 3 - - 976 1,310 976 1,310
Total 1,086,472 2,034,354 269,009 485,994 1,355,481 2,520,348
*In addition to property, other security is taken, including charges over
Arbuthnot Latham Investment Management portfolios, other chattels and personal
guarantees. The increase in loan to values greater than 100% is due to an
increase in exposures collateralised by other assets. Additionally under the
government scheme for BBLs, collateral is not required as the loans are 100%
backed by the government.
Loans in the Banking segment with a loan to value of greater than 100% have
additional collateral of £10.0m in the form of cash deposits and security
over Arbuthnot Latham Investment Management Portfolios and personal guarantees
of £5.0m. Non-property collateral reduces loan to value below 100% for all
such exposures in the Banking segment.
The table below represents an analysis of loan commitments compared to the
values of collateral for the Group (all Stage 1):
2021
Loan commitments Collateral
Group £000 £000
Less than 60% 125,147 437,385
60%-80% 69,960 105,781
80%-100% 9,573 10,331
Greater than 100% 20,660 15,017
Total 225,340 568,514
2020
Loan commitments Collateral
Group £000 £000
Less than 60% 52,990 123,660
60%-80% 62,323 95,602
80%-100% 7,608 9,180
Greater than 100% 5,502 4,758
Total 128,423 233,200
Renegotiated loans and forbearance
The contractual terms of a loan may be modified due to factors that are not
related to the current or potential credit deterioration of the customer
(changing market conditions, customer retention, etc.). In such cases, the
modified loan may be derecognised and the renegotiated loan recognised as a
new loan at fair value.
Customers seeking COVID-19 related support, including payment holidays, who
were not subject to any wider SICR triggers and who were assessed as having
the ability in the medium-term, post-crisis to be viable and meet credit
appetite metrics, were not considered to have been granted forbearance.
When modification results in derecognition, a new loan is recognised and
allocated to Stage 1 (assuming it is not credit-impaired at that time).
The Group renegotiates loans to customers in financial difficulties (referred
to as 'forbearance') to maximise collection opportunities and minimise the
risk of default. Under the Group's forbearance policy, loan forbearance is
granted on a selective basis if the debtor is currently in default on its
debt, or if there is a high risk of default, there is evidence that the debtor
made all reasonable efforts to pay under the original contractual terms and
the debtor is expected to be able to meet the revised terms.
The revised terms can include changing the timing of interest payments,
extending the date of repayment of the loan, transferring a loan to interest
only payments and a payment holiday. Both retail and corporate loans are
subject to the forbearance policy. The Group Credit Committee regularly
reviews reports on forbearance.
For financial assets modified as part of the Group's forbearance policy, the
estimate of PD reflects whether the modification has improved or restored the
Group's ability to collect interest and principal and the Group's previous
experience of similar forbearance action. As part of this process, the Group
evaluates the borrower's payment performance against the modified contractual
terms and considers various behavioural indicators. Whilst the customer is
under forbearance, the customer will be classified as Stage 2 and the Group
recognise a lifetime ECL. The customer will transfer to Stage 1 and revert to
a 12 month ECL when they exit forbearance. This is conditional upon both a
minimum six months' good account conduct and the improvement to the client's
situation to the extent the probability of default has receded sufficiently
and full repayment of the loan, without recourse to the collateral, is likely.
Forbearance is a qualitative indicator of a SICR (see Notes 3.3 and 3.4)
As at 31 December 2021, loans for which forbearance measures were in place
totalled 3.8% (2020: 5.0%) of total value of loans to customers for the Group.
These are set out in the following table:
2021
Stage 1 Stage 2 Stage 3 Total
Number Loan Balance Number Loan Balance Number Loan Balance Number Loan Balance
Group £000 £000 £000 £000
Time for asset sale - - 6 7,586 1 43 7 7,629
Term extension - - 9 18,875 - - 9 18,875
Time for refinance with third party - - 8 14,867 - - 8 14,867
Payment holiday - - 1 1,651 2 88 3 1,739
Covenant waived - - 4 7,384 - - 4 7,384
Switch to interest only - - 1 10,681 - - 1 10,681
Modification in terms and conditions - - 63 9,809 15 915 78 10,724
Total forbearance - - 92 70,853 18 1,046 110 71,899
2020
Stage 1 Stage 2 Stage 3 Total
Number Loan Balance Number Loan Balance Number Loan Balance Number Loan Balance
Group £000 £000 £000 £000
Interest capitalisation - - 4 564 - - 4 564
Time for asset sale - - 7 10,496 3 11,110 10 21,606
Term extension - - 3 8,084 - - 3 8,084
Switch to interest only - - 4 519 - - 4 519
Reduced monthly payments - - 10 1,100 - - 10 1,100
Payment holiday 19 507 333 45,954 2 1,193 354 47,654
More than one measure - - 2 12,740 - - 2 12,740
Total forbearance 19 507 363 79,457 5 12,303 387 92,267
Concentration risk
The tables below show the concentration in the loan book based on the most
significant type of collateral held for each loan.
Loans and advances to customers Loan Commitments
2021 2020 2021 2020
£000 £000 £000 £000
Concentration by product
Asset based lending* 182,306 87,331 200,478 155,300
Asset finance 104,613 87,529 2,115 155
Cash collateralised 177,697 13,905 3,083 5,952
Commercial lending 209,617 255,891 41,865 17,484
Investment portfolio secured 26,353 29,051 8,689 781
Residential mortgages 1,107,301 1,056,022 174,452 110,938
Mixed collateral* 37,250 30,442 17,589 4,705
Unsecured** 25,825 27,678 16,119 13,112
At 31 December 1,870,962 1,587,849 464,390 308,427
Concentration by location
East Anglia 25,350 44,304 21,389 2,925
London 767,968 573,188 148,046 89,796
Midlands 97,102 102,504 11,248 8,117
North East 4,707 37,499 3,122 1,170
North West 50,276 111,793 3,681 4,017
Northern Ireland 111,400 9,222 - -
Scotland 33,952 25,611 50 50
South East 230,384 232,311 15,049 7,370
South West 189,685 171,581 12,243 14,130
Wales 16,179 17,403 5,662 848
Overseas - 1,000 - -
Non-property collateral 343,959 261,433 243,900 180,004
At 31 December 1,870,962 1,587,849 464,390 308,427
* Mixed collateral is where there is no single, overall majority collateral type
** Included within unsecured are £11.6m (2020: £8.4m) of loans which are backed
by the government guarantee scheme for BBLs
(b) Operational risk (unaudited)
The Group's objective is to manage operational risk so as to balance the
avoidance of financial losses and damage to the Group's reputation with
overall cost effectiveness and to avoid control procedures that restrict
initiatives and creativity. The Group is exposed to operational risks from its
Information Technology and Operations platforms. There are additional internal
controls in these processes that are designed to protect the Group from these
risks. The Group's overall approach to managing internal control and financial
reporting is described in the Corporate Governance section of the Annual
Report.
With staff continuing to work remotely for most of the year there continued to
be significant focus on the potential operational risks arising from the new
working practices. Management attention also focused heavily on operational
resilience to ensure that planning, controls and operational activities
remained robust and appropriate. The Group ensured that all staff had access
to equipment to complete their work with all staff working from home for the
majority of the year.
The Group's control environment was continually monitored to ensure that the
challenges posed by adapting to the impact of COVID-19 were safely addressed.
Compliance with Group standards is supported by a programme of periodic
reviews undertaken by Internal Audit. The results of the Internal Audit
reviews are discussed with senior management, with summaries submitted to the
Arbuthnot Banking Group Audit Committee.
Cyber risk
Cyber risk is an increasing risk that the Group is subject to within its
operational processes. This is the risk that the Group is subject to some form
of disruption arising from an interruption to its IT and data infrastructure.
The Group regularly tests the infrastructure to ensure that it remains robust
to a range of threats, and has continuity of business plans in place including
a disaster recovery plan.
Conduct risk
As a financial services provider we face conduct risk, including selling
products to customers which do not meet their needs; failing to deal with
customers' complaints effectively; not meeting customers' expectations; and
exhibiting behaviours which do not meet market or regulatory standards.
The Group adopts a zero risk appetite for any unfair customer outcomes. It
maintains clear compliance guidelines and provides ongoing training to all
staff. Periodic spot checks and internal audits are performed to ensure
these guidelines are being followed. The Group also has insurance policies
in place to provide some cover for any claims that may arise.
(c) Macroeconomic and competitive environment
COVID-19
The COVID-19 pandemic continued to have, a significant impact on all
businesses around the world and the markets in which they operate in 2021. The
pandemic has also increased uncertainty for the longer-term economic outlook,
adding to existing uncertainties stemming from Brexit.
The global economic impact from COVID-19 has improved with developed economies
showing signs of recovery following the most recent wave due to the Omicron
variant. The strength of further recovery depends crucially on the degree to
which COVID-19 vaccines and treatments allow a return to pre-pandemic levels
of economic activity.
Uncertainty remains around the impact of possible future variants on both
domestic and global economies. As in the prior year the business continued
to operate with staff working remotely, in line with Government guidelines for
much of 2021.
Brexit
The Brexit transition period came to an end on 31 December 2020 and the EU and
UK agreed the Trade and Cooperation Agreement on 24 December 2020. There is
still some uncertainty around the long term consequences of Brexit. Following
the closure of the Dubai office during the year, all the Group's income and
expenditure is now based in the UK.
Climate change
Climate change presents financial and reputational risks for the banking
industry. The Board consider Climate change a material risk as per the Board
approved risk appetite framework which provides a structured approach to risk
taking within agreed boundaries. The assessment is proportional at present but
will develop over time as the Group generates further resources and industry
consensus emerges. The assessment is maintained by the Chief Risk officer and
has been informed by the ICAAP review and numerous workshops for staff.
Whilst it is difficult to assess how climate change will unfold, the Group is
continually assessing various risk exposures. The UK has a legally binding
target to cut its greenhouse gas emissions to "net-zero" by 2050. There is
growing consensus that an orderly transition to a low-carbon economy will
bring substantial adjustments to the global economy which will have financial
implications while bringing risks and opportunities.
The risk assessment process has been integrated into existing risk frameworks
and will be governed through the various risk governance structures including
review and recommendations by the AL Risk Committee. Arbuthnot Latham
governance has been assessed against the Task Force on Climate-related
Financial Disclosures' ("TCFD") recommended governance disclosures and where
appropriate the FCA/PRA guidance as per the Supervisory statements.
In accordance with the requirements of the PRA's Supervisory Statement
'Enhancing banks' and insurers' approaches to managing the financial risks
from climate change', the Group has allocated responsibility for identifying
and managing the risks from climate change to the relevant existing Senior
Management Function. The Bank is continuously developing a suitable strategic
approach to climate change and the unique challenges it poses.
The FCA have issued 'Climate Change and Green Finance: summary of responses
and next steps'. In addition to the modelling of various scenarios and various
governance reviews, Arbuthnot Latham will continue to monitor requirements
through the relationship with UK Finance.
(d) Market risk
Price risk
The Company and Group are exposed to price risk from equity investments and
derivatives held by the Group. The Group is not exposed to commodity price
risk.
Based upon the financial investment exposure in Note 26, a stress test
scenario of a 10% (2020: 10%) decline in market prices, would result in a
£12k (2020: £14k) decrease in the Group's income and a decrease of £0.3m
(2020: £1.8m) in the Group's equity. The Group considers a 10% stress test
scenario appropriate after taking the current values and historic data into
account.
Based upon the financial investment exposure given in Note 26, a stress test
scenario of a 10% (2020: 10%) decline in market prices, would result in a
£nil (2020: £nil) decrease in the Company's income and a decrease of £nil
(2020: £1.4m) in the Company's equity.
Currency risk
The Company and Group take on exposure to the effects of fluctuations in the
prevailing foreign currency exchange rates on its financial position and cash
flows. This is managed through the Group entering into forward foreign
exchange contracts. The Board sets limits on the level of exposure for both
overnight and intra-day positions, which are monitored daily. The table below
summarises the Group's exposure to foreign currency exchange rate risk at 31
December 2021. Included in the table below are the Group's assets and
liabilities at carrying amounts, categorised by currency.
GBP (£) USD ($) Euro (€) Other Total
At 31 December 2021 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks 814,601 46 41 4 814,692
Loans and advances to banks 17,438 23,983 24,885 7,138 73,444
Debt securities at amortised cost 204,474 96,579 - (1) 301,052
Derivative financial instruments 1,663 39 - 51 1,753
Loans and advances to customers 1,838,679 7,816 24,870 (403) 1,870,962
Other assets (17,075) 33,314 (4,320) 1,179 13,098
Financial investments - 3,031 138 - 3,169
2,859,780 164,808 45,614 7,968 3,078,170
LIABILITIES
Deposits from banks 240,333 - - - 240,333
Derivative financial instruments 103 - - 68 171
Deposits from customers 2,651,717 128,667 50,340 7,145 2,837,869
Other liabilities 7,601 - (495) - 7,106
Debt securities in issue 24,367 - 12,405 - 36,772
2,924,121 128,667 62,250 7,213 3,122,251
Net on-balance sheet position (64,341) 36,141 (16,636) 755 (44,081)
Credit commitments 464,390 - - - 464,390
The table below summarises the Group's exposure to foreign currency exchange
risk at 31 December 2020:
GBP (£) USD ($) Euro (€) Other Total
At 31 December 2020 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks 636,688 41 64 6 636,799
Loans and advances to banks 46,152 26,005 25,415 12,695 110,267
Debt securities at amortised cost 234,112 110,580 - - 344,692
Derivative financial instruments 1,768 6 - 69 1,843
Loans and advances to customers 1,564,148 1,611 22,192 (102) 1,587,849
Other assets 6,490 - - (1,033) 5,457
Financial investments 15,921 2,436 138 - 18,495
2,505,279 140,679 47,809 11,635 2,705,402
LIABILITIES
Deposits from banks 230,090 - - - 230,090
Derivative financial instruments 581 - - 68 649
Deposits from customers 2,163,484 140,786 50,438 10,499 2,365,207
Other liabilities 2,444 - (495) - 1,949
Debt securities in issue 24,308 - 13,348 - 37,656
2,420,907 140,786 63,291 10,567 2,635,551
Net on-balance sheet position 84,372 (107) (15,482) 1,068 69,851
Credit commitments 308,427 - - - 308,427
Derivative financial instruments (see Note 22) are in place to mitigate
foreign currency risk on net exposures for each currency. A 10% strengthening
of the pound against the US dollar would lead to a £4k decrease (2020: £11k
increase) in Group profits and equity, while a 10% weakening of the pound
against the US dollar would lead to the same decrease in Group profits and
equity. Additionally the Group holds £3.1m of properties classified as assets
held for sale (2020: £3.3m) and £7.7m classified as inventory (2020:
£12.3m). These properties are located in the EU and relate to Euro
denominated loans where the properties were repossessed and are either being
held for sale or being developed with a view to sell. Including these Euro
assets, the net Euro exposure is positive £6.1m (2020: £0.1m).
Due to the global nature of the pandemic, the Group's risk management strategy
has not substantially changed due to COVID-19.
The table below summarises the Company's exposure to foreign currency exchange
rate risk at 31 December 2021:
GBP (£) Euro (€) Total
At 31 December 2021 £000 £000 £000
ASSETS
Loans and advances to banks (4,923) 12,510 7,587
Debt securities at amortised cost 24,367 - 24,367
Other assets 4 - 4
19,448 12,510 31,958
LIABILITIES
Other liabilities 1,490 - 1,490
Debt securities in issue 24,367 12,405 36,772
25,857 12,405 38,262
Net on-balance sheet position (6,409) 105 (6,304)
The table below summarises the Company's exposure to foreign currency exchange
rate risk at 31 December 2020:
GBP (£) Euro (€) Total
At 31 December 2020 £000 £000 £000
ASSETS
Loans and advances to banks 1,565 13,597 15,162
Debt securities at amortised cost 24,308 - 24,308
Financial investments 14,171 - 14,171
40,044 13,597 53,641
LIABILITIES
Other liabilities 3,132 - 3,132
Debt securities in issue 24,308 13,348 37,656
27,440 13,348 40,788
Net on-balance sheet position 12,604 249 12,853
A 10% strengthening of the pound against the Euro would lead to £20k decrease
(2020: £31k decrease) in the Company profits and equity, conversely a 10%
weakening of the pound against the Euro would lead to a £25k increase (2020:
£37k increase) in the Company profits and equity.
Interest rate risk
Interest rate risk is the potential adverse impact on the Company and Group's
future cash flows from changes in interest rates, and arises from the
differing interest rate risk characteristics of the Company and Group's assets
and liabilities. In particular, fixed rate savings and borrowing products
expose the Group to the risk that a change in interest rates could cause
either a reduction in interest income or an increase in interest expense
relative to variable rate interest flows. The Group seeks to "match" interest
rate risk on either side of the Statement of Financial Position. However, this
is not a perfect match and interest rate risk is present in: Money market
transactions of a fixed rate nature, fixed rate loans, fixed rate savings
accounts and floating rate products dependent on when they re-price at a
future date.
Interest rate risk is measured throughout the maturity bandings of the book on
a parallel shift scenario for a 200 basis points movement. Interest rate
risk is managed to limit value at risk to be less than £0.5m. The current
position of the balance sheet is such that it results in an adverse impact on
the economic value of equity of £0.3m (2020: favourable impact of £2.4m) for
a positive 200bps shift and a favourable impact of £37k (2020: adverse impact
of £0.1m) for a negative 200bps movement capped at negative 0.25%. The
Company has no fixed rate exposures, but an upward change of 50bps on variable
rates would increase pre-tax profits and equity by £51k (2020: increase
pre-tax profits and equity by £8k), while a downward change of 50bps (capped
at 25bps) would increase pre-tax profits and equity by £29k (2020: increase
pre-tax profits and equity by £1k).
The following tables summarise the re-pricing periods for the assets and
liabilities in the Company and Group, including derivative financial
instruments which are principally used to reduce exposure to interest rate
risk. Items are allocated to time bands by reference to the earlier of the
next contractual interest rate re-price and the maturity date.
Group Within 3 months More than 3 months but less than 6 months More than 6 months but less than 1 year More than 1 year but less than 5 years More than 5 years Non interest bearing Total
As at 31 December 2021 £000 £000 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks 814,692 - - - - - 814,692
Loans and advances to banks 73,120 324 - - - - 73,444
Debt securities at amortised cost 262,943 7,403 14,806 15,900 - - 301,052
Derivative financial instruments 118 - - 1,635 - - 1,753
Loans and advances to customers 1,674,763 17,040 40,194 102,488 36,477 - 1,870,962
Other assets* - - - - - 293,795 293,795
Financial investments - - - - - 3,169 3,169
2,825,636 24,767 55,000 120,023 36,477 296,964 3,358,867
LIABILITIES
Deposits from banks 240,333 - - - - - 240,333
Derivative financial instruments 171 - - - - - 171
Deposits from customers 2,147,186 109,337 217,645 363,691 10 - 2,837,869
Other liabilities** - - - - - 42,843 42,843
Debt securities in issue 36,772 - - - - - 36,772
Equity - - - - - 200,879 200,879
2,424,462 109,337 217,645 363,691 10 243,722 3,358,867
Impact of derivative instruments 57,889 - - (57,889) - -
Interest rate sensitivity gap 459,063 (84,570) (162,645) (303,192) 36,467 53,242
Cumulative gap 459,063 374,493 211,848 (89,709) (53,242) -
* Other assets include all remaining assets in the Statement of Financial
Position, which are not shown separately above
** Other liabilities include all remaining liabilities in the Statement of
Financial Position, which are not shown separately above
Group Within 3 months More than 3 months but less than 6 months More than 6 months but less than 1 year More than 1 year but less than 5 years More than 5 years Non interest bearing Total
As at 31 December 2020 £000 £000 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks 636,799 - - - - - 636,799
Loans and advances to banks 109,936 331 - - - - 110,267
Debt securities at amortised cost 269,014 41,957 15,677 18,044 - - 344,692
Derivative financial instruments 202 - - 1,641 - - 1,843
Loans and advances to customers 1,343,863 17,463 19,946 193,122 13,455 - 1,587,849
Other assets - - - - - 160,077 160,077
Financial investments - - - - - 18,495 18,495
2,359,814 59,751 35,623 212,807 13,455 178,572 2,860,022
LIABILITIES
Deposits from banks 230,090 - - - - - 230,090
Derivative financial instruments 649 - - - - - 649
Deposits from customers 1,531,104 182,703 249,828 401,562 10 - 2,365,207
Other liabilities - - - - - 34,215 34,215
Debt securities in issue 37,656 - - - - - 37,656
Equity - - - - - 192,205 192,205
1,799,499 182,703 249,828 401,562 10 226,420 2,860,022
Impact of derivative instruments 25,292 - - (25,292) - -
Interest rate sensitivity gap 585,607 (122,952) (214,205) (214,047) 13,445 (47,848)
Cumulative gap 585,607 462,655 248,450 34,403 47,848 -
* Other assets include all remaining assets in the Statement of Financial
Position, which are not shown separately above.
** Other liabilities include all remaining liabilities in the Statement of
Financial Position, which are not shown separately above.
Company Within 3 months More than 3 months but less than 6 months More than 6 months but less than 1 year More than 1 year but less than 5 years More than 5 years Non interest bearing Total
As at 31 December 2021 £000 £000 £000 £000 £000 £000 £000
ASSETS
Debt securities at amortised cost 24,367 - - - - - 24,367
Loans and advances to banks 7,547 - - - - 40 7,587
Other assets* - - - - - 160,361 160,361
31,914 - - - - 160,401 192,315
LIABILITIES
Other liabilities** - - - - - 3,142 3,142
Debt securities in issue 36,772 - - - - - 36,772
Equity - - - - - 152,401 152,401
36,772 - - - - 155,543 192,315
Interest rate sensitivity gap (4,858) - - - - 4,858
Cumulative gap (4,858) (4,858) (4,858) (4,858) (4,858) -
* Other assets include all remaining assets in the Statement of Financial
Position, which are not shown separately above.
** Other liabilities include all remaining liabilities in the Statement of
Financial Position, which are not shown separately above.
Company Within 3 months More than 3 months but less than 6 months More than 6 months but less than 1 year More than 1 year but less than 5 years More than 5 years Non interest bearing Total
As at 31 December 2020 £000 £000 £000 £000 £000 £000 £000
ASSETS
Derivative financial instruments 24,308 - - - - - 24,308
Loans and advances to banks 15,113 - - - - 49 15,162
Other assets* - - - - - 135,005 135,005
Financial investments - - - - - 14,171 14,171
39,421 - - - - 149,225 188,646
LIABILITIES
Other liabilities** - - - - - 3,559 3,559
Debt securities in issue 37,656 - - - - - 37,656
Equity - - - - - 147,431 147,431
37,656 - - - - 150,990 188,646
Interest rate sensitivity gap 1,765 - - - - (1,765)
Cumulative gap 1,765 1,765 1,765 1,765 1,765 -
Group
Within 3 months
More than 3 months but less than 6 months
More than 6 months but less than 1 year
More than 1 year but less than 5 years
More than 5 years
Non interest bearing
Total
As at 31 December 2020
£000
£000
£000
£000
£000
£000
£000
ASSETS
Cash and balances at central banks
636,799
-
-
-
-
-
636,799
Loans and advances to banks
109,936
331
-
-
-
-
110,267
Debt securities at amortised cost
269,014
41,957
15,677
18,044
-
-
344,692
Derivative financial instruments
202
-
-
1,641
-
-
1,843
Loans and advances to customers
1,343,863
17,463
19,946
193,122
13,455
-
1,587,849
Other assets
-
-
-
-
-
160,077
160,077
Financial investments
-
-
-
-
-
18,495
18,495
2,359,814
59,751
35,623
212,807
13,455
178,572
2,860,022
LIABILITIES
Deposits from banks
230,090
-
-
-
-
-
230,090
Derivative financial instruments
649
-
-
-
-
-
649
Deposits from customers
1,531,104
182,703
249,828
401,562
10
-
2,365,207
Other liabilities
-
-
-
-
-
34,215
34,215
Debt securities in issue
37,656
-
-
-
-
-
37,656
Equity
-
-
-
-
-
192,205
192,205
1,799,499
182,703
249,828
401,562
10
226,420
2,860,022
Impact of derivative instruments
25,292
-
-
(25,292)
-
-
Interest rate sensitivity gap
585,607
(122,952)
(214,205)
(214,047)
13,445
(47,848)
Cumulative gap
585,607
462,655
248,450
34,403
47,848
-
* Other assets include all remaining assets in the Statement of Financial
Position, which are not shown separately above.
** Other liabilities include all remaining liabilities in the Statement of
Financial Position, which are not shown separately above.
Company
Within 3 months
More than 3 months but less than 6 months
More than 6 months but less than 1 year
More than 1 year but less than 5 years
More than 5 years
Non interest bearing
Total
As at 31 December 2021
£000
£000
£000
£000
£000
£000
£000
ASSETS
Debt securities at amortised cost
24,367
-
-
-
-
-
24,367
Loans and advances to banks
7,547
-
-
-
-
40
7,587
Other assets*
-
-
-
-
-
160,361
160,361
31,914
-
-
-
-
160,401
192,315
LIABILITIES
Other liabilities**
-
-
-
-
-
3,142
3,142
Debt securities in issue
36,772
-
-
-
-
-
36,772
Equity
-
-
-
-
-
152,401
152,401
36,772
-
-
-
-
155,543
192,315
Interest rate sensitivity gap
(4,858)
-
-
-
-
4,858
Cumulative gap
(4,858)
(4,858)
(4,858)
(4,858)
(4,858)
-
* Other assets include all remaining assets in the Statement of Financial
Position, which are not shown separately above.
** Other liabilities include all remaining liabilities in the Statement of
Financial Position, which are not shown separately above.
Company
Within 3 months
More than 3 months but less than 6 months
More than 6 months but less than 1 year
More than 1 year but less than 5 years
More than 5 years
Non interest bearing
Total
As at 31 December 2020
£000
£000
£000
£000
£000
£000
£000
ASSETS
Derivative financial instruments
24,308
-
-
-
-
-
24,308
Loans and advances to banks
15,113
-
-
-
-
49
15,162
Other assets*
-
-
-
-
-
135,005
135,005
Financial investments
-
-
-
-
-
14,171
14,171
39,421
-
-
-
-
149,225
188,646
LIABILITIES
Other liabilities**
-
-
-
-
-
3,559
3,559
Debt securities in issue
37,656
-
-
-
-
-
37,656
Equity
-
-
-
-
-
147,431
147,431
37,656
-
-
-
-
150,990
188,646
Interest rate sensitivity gap
1,765
-
-
-
-
(1,765)
Cumulative gap
1,765
1,765
1,765
1,765
1,765
-
(e) Liquidity risk
Liquidity risk is the risk that the Group, although solvent, either does not
have sufficient financial resources to enable it to meet its obligations as
they fall due, or can only secure such resources at excessive cost.
The Group's approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group's reputation. The liquidity requirements
of the Group are met through withdrawing funds from its Bank of England
Reserve Account to cover any short-term fluctuations and longer term funding
to address any structural liquidity requirements.
The Group has formal governance structures in place to manage and mitigate
liquidity risk on a day to day basis. The Board of AL sets and approves the
liquidity risk management strategy. The Assets and Liabilities Committee
("ALCO"), comprising senior executives of the Group, monitors liquidity risk.
Key liquidity risk management information is reported by the finance teams and
monitored by the Chief Executive Officer, Finance Director and Deputy CEO on a
daily basis. The ALCO meets monthly to review liquidity risk against set
thresholds and risk indicators including early warning indicators, liquidity
risk tolerance levels and Internal Liquidity Adequacy Assessment Process
("ILAAP") metrics.
The PRA requires the Board to ensure that the Group has adequate levels of
liquidity resources and a prudent funding profile, and that it comprehensively
manages and controls liquidity and funding risks. The Group maintains deposits
placed at the Bank of England and highly liquid unencumbered assets that can
be called upon to create sufficient liquidity to meet liabilities on demand,
particularly in a period of liquidity stress.
Arbuthnot Latham & Co., Limited ("AL") has a Board approved ILAAP, and
maintains liquidity buffers in excess of the minimum requirements. The ILAAP
is embedded in the risk management framework of the Group and is subject to
ongoing updates and revisions when necessary. At a minimum, the ILAAP is
updated annually. The Liquidity Coverage Ratio ("LCR") regime has applied to
the Group from 1 October 2015, requiring management of net 30 day cash
outflows as a proportion of high quality liquid assets. The LCR has exceeded
the regulatory minimum of 100% throughout the year, following the steps taken
by the Group to respond to possible future liquidity constraints arising from
the COVID-19 pandemic. There has been an increase in deposits of 20%, which
has accordingly improved the Bank's liquidity.
The Group is exposed to daily calls on its available cash resources from
current accounts, maturing deposits and loan draw-downs. The Group maintains
significant cash resources to meet all of these needs as they fall due. The
matching and controlled mismatching of the maturities and interest rates of
assets and liabilities is fundamental to the management of the Group. It is
unusual for banks to be completely matched, as transacted business is often of
uncertain term and of different types.
The maturities of assets and liabilities and the ability to replace, at an
acceptable cost, interest bearing liabilities as they mature are important
factors in assessing the liquidity of the Group and its exposure to changes in
interest rates.
The tables below show the undiscounted contractual cash flows of the Group's
financial liabilities and assets as at 31 December 2021:
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2021 £000 £000 £000 £000 £000 £000
Financial liability by type
Non-derivative liabilities
Deposits from banks 240,333 (240,333) (240,333) - - -
Deposits from customers 2,837,869 (2,894,435) (1,717,377) (672,029) (505,029) -
Other liabilities 7,106 (7,106) (3,052) (2,968) (1,086) -
Debt securities in issue 36,772 (56,567) (586) (1,788) (9,560) (44,633)
Issued financial guarantee contracts - (4,560) (4,560) - - -
Unrecognised loan commitments - (463,783) (463,783) - - -
3,122,080 (3,666,784) (2,429,691) (676,785) (515,675) (44,633)
Derivative liabilities
Risk management: 171
- Outflows - (171) (171) - - -
171 (171) (171) - - -
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2021 £000 £000 £000 £000 £000 £000
Financial asset by type
Non-derivative assets
Cash and balances at central banks 814,692 814,692 814,692 - - -
Loans and advances to banks 73,444 73,439 73,439 - - -
Debt securities at amortised cost 301,052 336,772 318,658 9,666 8,448 -
Loans and advances to customers 1,870,962 2,174,795 207,166 296,957 1,361,543 309,130
Other assets 13,098 13,098 13,098 - - -
Financial investments 3,169 3,169 3,169 - - -
3,076,417 3,415,965 1,430,222 306,623 1,369,991 309,130
Derivative assets
Risk management: 1,753
- Inflows - 1,753 118 - 1,635 -
1,753 1,753 118 - 1,635 -
The tables below show the undiscounted contractual cash flows of the Group's
financial liabilities and assets as at 31 December 2020:
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2020 £000 £000 £000 £000 £000 £000
Financial liability by type
Non-derivative liabilities
Deposits from banks 230,090 (230,090) (230,090) - - -
Deposits from customers 2,365,207 (2,414,329) (1,547,262) (560,425) (306,642) -
Other liabilities 1,949 (1,949) (3,268) - - 1,319
Debt securities in issue 37,656 (62,222) (629) (1,816) (11,601) (48,176)
Issued financial guarantee contracts - (6,248) (6,248) - - -
Unrecognised loan commitments - (308,427) (308,427) - - -
2,634,902 (3,023,265) (2,095,923) (562,241) (318,243) (46,857)
Derivative liabilities
Risk management: 649
- Outflows - (649) (649) - - -
649 (649) (649) - - -
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2020 £000 £000 £000 £000 £000 £000
Financial asset by type
Non-derivative assets
Cash and balances at central banks 636,799 636,799 636,799 - - -
Loans and advances to banks 110,267 110,268 109,937 331 - -
Debt securities at amortised cost 344,692 349,718 104,854 96,830 148,034 -
Loans and advances to customers 1,587,849 1,783,559 306,330 178,534 1,195,396 103,299
Other assets 5,457 5,457 5,457 - - -
Financial investments 18,495 18,495 4,324 - 14,171 -
2,703,559 2,904,296 1,167,701 275,695 1,357,601 103,299
Derivative assets
Risk management: 1,843
- Inflows - 1,843 - - - 1,843
1,843 1,843 - - - 1,843
The table below sets out the components of the Group's liquidity reserves:
31 December 2021 31 December 2020
Amount Fair value Amount Fair value
Liquidity reserves £000 £000 £000 £000
Cash and balances at central banks 814,692 814,692 636,799 636,799
Loans and advances to banks 73,444 73,444 110,267 110,267
Debt securities at amortised cost 301,052 303,337 344,692 346,660
1,189,188 1,191,473 1,091,758 1,093,726
Assets pledged as collateral or encumbered
The total financial assets recognised in the statement of financial position
that had been pledged as collateral for liabilities at 31 December 2021 were
£225m (2020: £288m). Assets are encumbered due to the Term Funding Scheme
(Note 32).
Financial assets can be pledged as collateral as part of repurchases
transactions under terms that are usual and customary for such activities.
The table below analyses the contractual cash flows of the Company's financial
liabilities and assets as at 31 December 2021:
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2021 £000 £000 £000 £000 £000 £000
Financial liability by type
Non-derivative liabilities
Other liabilities 1,490 (1,490) - - - (1,490)
Debt securities in issue 36,772 (56,567) (586) (1,788) (9,560) (44,633)
38,262 (58,057) (586) (1,788) (9,560) (46,123)
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2021 £000 £000 £000 £000 £000 £000
Financial asset by type
Non-derivative assets
Loans and advances to banks 7,587 7,587 7,587 - - -
Debt securities at amortised cost 24,367 39,878 509 1,558 8,336 29,475
31,954 47,465 8,096 1,558 8,336 29,475
The table below analyses the contractual cash flows of the Company's financial
liabilities and assets as at 31 December 2020:
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2020 £000 £000 £000 £000 £000 £000
Financial liability by type
Non-derivative liabilities
Other liabilities 3,132 (3,132) (1,542) - - (1,590)
Debt securities in issue 37,656 (62,222) (629) (1,816) (11,601) (48,176)
40,788 (65,354) (2,171) (1,816) (11,601) (49,766)
Carrying amount Gross inflow/ (outflow) Not more than 3 months More than 3 months but less than 1 year More than 1 year but less than 5 years More than 5 years
At 31 December 2020 £000 £000 £000 £000 £000 £000
Financial asset by type
Non-derivative assets
Loans and advances to banks 15,162 15,162 15,162 - - -
Debt securities at amortised cost 24,308 43,860 545 1,566 10,264 31,485
Financial investments 14,171 14,171 - - 14,171 -
53,641 73,193 15,707 1,566 24,435 31,485
The maturities of assets and liabilities and the ability to replace, at an
acceptable cost, interest-bearing liabilities as they mature are important
factors in assessing the liquidity of the Group and its exposure to changes in
interest rates and exchange rates.
Fiduciary activities
The Group provides investment management and advisory services to third
parties, which involve the Group making allocation and purchase and sale
decisions in relation to a wide range of financial instruments. Those assets
that are held in a fiduciary capacity are not included in these financial
statements. These services give rise to the risk that the Group may be accused
of maladministration or underperformance. At the balance sheet date, the Group
had investment management accounts amounting to approximately £1.4bn (2020:
£1.1bn). Additionally, the Group provides investment advisory services.
(f) Financial assets and liabilities
The tables below set out the Group's financial assets and financial
liabilities into their respective classifications:
FVPL FVOCI Amortised cost Total carrying amount Fair value
At 31 December 2021 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks - - 814,692 814,692 814,692
Loans and advances to banks - - 73,444 73,444 73,444
Debt securities at amortised cost - - 301,052 301,052 303,337
Derivative financial instruments 1,753 - - 1,753 1,753
Loans and advances to customers - - 1,870,962 1,870,962 1,821,549
Other assets - - 13,098 13,098 13,098
Financial investments 165 3,004 - 3,169 3,169
1,918 3,004 3,073,248 3,078,170 3,031,042
LIABILITIES
Deposits from banks - - 240,333 240,333 240,333
Derivative financial instruments 171 - - 171 171
Deposits from customers - - 2,837,869 2,837,869 2,837,869
Other liabilities - - 7,106 7,106 7,106
Debt securities in issue - - 36,772 36,772 36,772
171 - 3,122,080 3,122,251 3,122,251
FVPL FVOCI Amortised cost Total carrying amount Fair value
At 31 December 2020 £000 £000 £000 £000 £000
ASSETS
Cash and balances at central banks - - 636,799 636,799 636,799
Loans and advances to banks - - 110,267 110,267 110,267
Debt securities at amortised cost - - 344,692 344,692 346,660
Derivative financial instruments 1,843 - - 1,843 1,843
Loans and advances to customers - - 1,587,849 1,587,849 1,552,622
Other assets - - 5,457 5,457 5,457
Financial investments 165 18,330 - 18,495 18,495
2,008 18,330 2,685,064 2,705,402 2,672,143
LIABILITIES
Deposits from banks - - 230,090 230,090 230,090
Derivative financial instruments 649 - - 649 649
Deposits from customers - - 2,365,207 2,365,207 2,365,207
Other liabilities - - 1,949 1,949 1,949
Debt securities in issue - - 37,656 37,656 37,656
649 - 2,634,902 2,635,551 2,635,551
The tables below set out the Company's financial assets and financial
liabilities into their respective classifications:
FVPL FVOCI Amortised cost Total carrying amount Fair value
At 31 December 2021 £000 £000 £000 £000 £000
ASSETS
Loans and advances to banks - - 7,587 7,587 7,587
Debt securities at amortised cost - - 24,367 24,367 24,367
Other assets - - 4 4 4
- - 31,958 31,958 31,958
LIABILITIES
Other liabilities - - 1,490 1,490 1,490
Debt securities in issue - - 36,772 36,772 36,772
- - 38,262 38,262 38,262
FVPL FVOCI Amortised cost Total carrying amount Fair value
At 31 December 2020 £000 £000 £000 £000 £000
ASSETS
Loans and advances to banks - - 15,162 15,162 15,162
Debt securities at amortised cost - - 24,308 24,308 24,308
Financial investments - - 14,171 14,171 14,171
- - 53,641 53,641 53,641
LIABILITIES
Other liabilities - - 3,312 3,312 3,312
Debt securities in issue - - 37,656 37,656 37,656
- - 40,788 40,788 40,788
Valuation of financial instruments
The Group measures the fair value of an instrument using quoted prices in an
active market for that instrument. A market is regarded as active if quoted
prices are readily and regularly available and represent actual and regularly
occurring market transactions. If a market for a financial instrument is not
active, the Group establishes fair value using a valuation technique. These
include the use of recent arm's length transactions, reference to other
instruments that are substantially the same for which market observable prices
exist, net present value and discounted cash flow analysis. The objective of
valuation techniques is to determine the fair value of the financial
instrument at the reporting date as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants.
The Group measures fair value using the following fair value hierarchy that
reflects the significance of the inputs used in making measurements:
• Level 1: Quoted prices in active markets for identical assets or
liabilities.
• Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices). This category includes
instruments valued using: quoted market prices in active markets for similar
instruments; quoted prices for identical or similar instruments in markets
that are considered less than active; or other valuation techniques in which
all significant inputs are directly or indirectly observable from market data.
• Level 3: Inputs that are unobservable. This category includes
all instruments for which the valuation technique includes inputs not based on
observable data and the unobservable inputs have a significant effect on the
instrument's valuation. This category includes instruments that are valued
based on quoted prices for similar instruments for which significant
unobservable adjustments or assumptions are required to reflect differences
between the instruments.
The consideration of factors such as the magnitude and frequency of trading
activity, the availability of prices and the size of bid/offer spreads assists
in the judgement as to whether a market is active. If, in the opinion of
management, a significant proportion of the instrument's carrying amount is
driven by unobservable inputs, the instrument in its entirety is classified as
valued using significant unobservable inputs. 'Unobservable' in this context
means that there is little or no current market data available from which to
determine the level at which an arm's length transaction would be likely to
occur. It generally does not mean that there is no market data available at
all upon which to base a determination of fair value (consensus pricing data
may, for example, be used).
The tables below analyse assets and liabilities measured at fair value by the
level in the fair value hierarchy into which the measurement is categorised:
Level 1 Level 2 Level 3 Total
At 31 December 2021 £000 £000 £000 £000
ASSETS
Derivative financial instruments - 1,753 - 1,753
Financial investments - - 3,169 3,169
Investment property - - 6,550 6,550
- 1,753 9,719 11,472
LIABILITIES
Derivative financial instruments - 171 - 171
- 171 - 171
Level 1 Level 2 Level 3 Total
At 31 December 2020 £000 £000 £000 £000
ASSETS
Derivative financial instruments - 1,843 - 1,843
Financial investments 15,925 - 2,570 18,495
Investment property - - 6,550 6,550
15,925 1,843 9,120 26,888
LIABILITIES
Derivative financial instruments - 649 - 649
- 649 - 649
There were no transfers between level 1 and level 2 during the year.
For assets which are accounted at fair value under Level 3 the valuations are
primarily based on Fund Manager valuations and are based on reasonable
estimates. Applying reasonable alternative valuations would not lead to a
significantly different fair value. The following table reconciles the
movement in level 3 financial instruments measured at fair value during the
year:
Group 2021 2020
Movement in level 3 £000 £000
At 1 January 9,120 8,565
Purchases 670 419
Movements recognised in Other Comprehensive Income (57) 366
Movements recognised in the Income Statement (14) (230)
At 31 December 9,719 9,120
Secure Trust bank investment
In the prior year the Group held equity shares in Secure Trust Bank plc,
valued at £15.9m. The shares were recognised at fair value using quoted
prices on the London Stock Exchange. All the shares were sold in 2021 at
market value.
Visa Inc. investment
Arbuthnot Latham currently holds preference shares in Visa Inc., valued at
£1.6m (2020: £1.6m) as at 31 December 2021. These shares have been valued at
their future conversion value into Visa Inc. common stock.
In the prior year, as part of the fourth anniversary of the closing of the
Visa Europe transaction, an assessment was performed of the ongoing risk of
liability to Visa. As part of the adjustment, Visa awarded the Group 59
preference shares with a carrying value of £920k. These can be automatically
converted into freely tradeable Class A common stock.
There is a haircut of 31% on the original shares comprising 25% due to a
contingent liability disclosed in Visa Europe's accounts in relation to
litigation and 6% based on a liquidity discount.
Investment in overseas property company
Arbuthnot Latham currently holds a debt and equity investment classified as
FVPL in a property company which owns an office building through its 100%
owned subsidiary. During 2018 the subsidiary company was sold. Under the terms
of the sale agreement the buyer agreed to purchase 100% of the share capital
and reimburse all outstanding loans. The proceeds of the sale have been
distributed to the investors, except for the amount withheld for the general
and specific warranties (which will be released in three instalments at 18
month intervals) included as a condition of the sale agreement. A loss of
£14k (2020: loss of £14k) has been recognised in profit or loss during the
year. The investment has been valued at £124k (2020: £138k) based on the
discounted consideration outstanding less 11% haircut for the warranties.
Hetz Ventures, L.P.
Arbuthnot Latham currently holds an equity investment in Hetz Ventures, L.P.
which was launched in January 2018. The primary objective was to generate
attractive risk-adjusted returns for its Partners, principally through
long-term capital appreciation, by making, holding and disposing of equity and
equity-related investments in early stage revenue generating Israeli
technology companies, primarily in cyber, fin-tech and the disruptive software
sectors. The company has committed to a capital contribution of USD2.5m of the
total closing fund capital of USD55.0m. At 31 December 2021 Arbuthnot Latham
& Co., Ltd had made capital contributions into the Fund of USD1.8m (2020:
USD0.9m).
The investment is classified as FVOCI and is valued at fair value by Hetz
Ventures, L.P. at £1.4m (2020: £0.8m). As at year end the fair value is
deemed to be the Group's share of the fund based on what a third party would
pay for the underlying investments.
Investment property
Please see Note 4 (c) for investment property valuation detail.
The tables below show the fair value of financial instruments carried at cost
by the level in the fair value hierarchy:
Group Level 1 Level 2 Level 3 Total
At 31 December 2021 £000 £000 £000 £000
ASSETS
Cash and balances at central banks - 814,692 - 814,692
Loans and advances to banks - 73,444 - 73,444
Debt securities at amortised cost - 301,052 - 301,052
Loans and advances to customers - - 1,870,962 1,870,962
Other assets - - 11,375 11,375
- 1,189,188 1,882,337 3,071,525
LIABILITIES
Deposits from banks - 240,333 - 240,333
Deposits from customers - 2,837,869 - 2,837,869
Other liabilities - - 7,106 7,106
Debt securities in issue - - 36,772 36,772
- 3,078,202 43,878 3,122,080
Group Level 1 Level 2 Level 3 Total
At 31 December 2020 £000 £000 £000 £000
ASSETS
Cash and balances at central banks - 636,799 - 636,799
Loans and advances to banks - 110,267 - 110,267
Debt securities at amortised cost - 344,692 - 344,692
Loans and advances to customers - - 1,587,849 1,587,849
Other assets - - 5,457 5,457
- 1,091,758 1,593,306 2,685,064
LIABILITIES
Deposits from banks - 230,090 - 230,090
Deposits from customers - 2,365,207 - 2,365,207
Other liabilities - - 1,949 1,949
Debt securities in issue - - 37,656 37,656
- 2,595,297 39,605 2,634,902
Loans and advances to customers have been reallocated from level 2 to level 3
due to unobservable inputs which could have a significant effect on the
instrument's valuation.
Company Level 1 Level 2 Level 3 Total
At 31 December 2021 £000 £000 £000 £000
ASSETS
Loans and advances to banks - 6 7,581 7,587
Debt securities at amortised cost - 24,367 - 24,367
- 24,373 7,581 31,954
LIABILITIES
Other liabilities - - 1,490 1,490
Debt securities in issue - - 36,772 36,772
- - 38,262 38,262
Company Level 1 Level 2 Level 3 Total
At 31 December 2020 £000 £000 £000 £000
ASSETS
Loans and advances to banks - 7 15,155 15,162
Debt securities at amortised cost - 24,308 - 24,308
- 24,315 15,155 39,470
LIABILITIES
Other liabilities - - 3,132 3,132
Debt securities in issue - - 37,656 37,656
- - 40,788 40,788
All above assets and liabilities are carried at amortised cost. Therefore for
these assets, the fair value hierarchy noted above relates to the disclosure
in this note only.
Cash and balances at central banks
The fair value of cash and balances at central banks was calculated based upon
the present value of the expected future principal and interest cash flows.
The rate used to discount the cash flows was the market rate of interest at
the balance sheet date.
At the end of each year, the fair value of cash and balances at central banks
was calculated to be equivalent to their carrying value.
Loans and advances to banks
The fair value of loans and advances to banks was calculated based upon the
present value of the expected future principal and interest cash flows. The
rate used to discount the cash flows was the market rate of interest at the
balance sheet date.
Loans and advances to customers
The fair value of loans and advances to customers was calculated based upon
the present value of the expected future principal and interest cash flows.
The rate used to discount the cash flows was the market rate of interest at
the balance sheet date, and the same assumptions regarding the risk of default
were applied as those used to derive the carrying value.
The Group provides loans and advances to commercial, corporate and personal
customers at both fixed and variable rates. To determine the fair value of
loans and advances to customers, loans are segregated into portfolios of
similar characteristics. A number of techniques are used to estimate the fair
value of fixed rate lending; these take account of expected credit losses
based on historic trends and expected future cash flows.
For the acquired loan book, the discount on acquisition is used to determine
the fair value in addition to the expected credit losses and expected future
cash flows.
Debt securities at amortised cost
The fair value of debt securities is based on the quoted mid-market share
price.
Derivatives
Where derivatives are traded on an exchange, the fair value is based on prices
from the exchange.
Deposits from banks
The fair value of amounts due to banks was calculated based upon the present
value of the expected future principal and interest cash flows. The rate used
to discount the cash flows was the market rate of interest at the balance
sheet date.
At the end of each year, the fair value of amounts due to banks was calculated
to be equivalent to their carrying value due to the short maturity term of the
amounts due.
Deposits from customers
The fair value of deposits from customers was calculated based upon the
present value of the expected future principal and interest cash flows. The
rate used to discount the cash flows was the market rate of interest at the
balance sheet date for the notice deposits and deposit bonds. The fair value
of instant access deposits is equal to book value as they are repayable on
demand.
Financial liabilities
The fair value of other financial liabilities was calculated based upon the
present value of the expected future principal cash flows.
At the end of each year, the fair value of other financial liabilities was
calculated to be equivalent to their carrying value due to their short
maturity. The other financial liabilities include all other liabilities other
than non-interest accruals.
Debt Securities in Issue
The fair value of debt securities in issue was calculated based upon the
present value of the expected future principal cash flows.
7. Capital management (unaudited)
The Group's capital management policy is focused on optimising shareholder
value. There is a clear focus on delivering organic growth and ensuring
capital resources are sufficient to support planned levels of growth. The
Board regularly reviews the capital position.
The Group and the individual banking operation, are authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority and are subject to EU
Capital Requirement Regulation (EU No.575/2013) ("CRR") which forms part of
the retained EU legislation (EU legislation which applied in the UK before
11.00 p.m. on 31 December 2020 has been retained in UK law as a form of
domestic legislation known as 'retained EU legislation') and the PRA Rulebook
for CRR firms. One of the requirements for the Group and the individual
banking operation is that capital resources must be in excess of capital
requirements at all times.
In accordance with the parameters set out in the PRA Rulebook, the Internal
Capital Adequacy Assessment Process ("ICAAP") is embedded in the risk
management framework of the Group. The ICAAP identifies and assesses the risks
to the Group, considers how these risks can be mitigated and demonstrates that
the Group has sufficient resources, after mitigating actions, to withstand all
reasonable scenarios.
Not all material risks can be mitigated by capital, but where capital is
appropriate the Board has adopted a "Pillar 1 plus" approach to determine the
level of capital the Group needs to hold. This method takes the Pillar 1
capital requirement for credit, market and operational risk as a starting
point, and then considers whether each of the calculations delivers a
sufficient amount of capital to cover risks to which the Group is, or could
be, exposed. Where the Board considers that the Pillar 1 calculations do not
adequately cover the risks, an additional Pillar 2A capital requirement is
applied. The PRA will set a Pillar 2A capital requirement in light of the
calculations included within the ICAAP. The Group's Total Capital Requirement,
as issued by the PRA, is the sum of the minimum capital requirements under the
CRR (Pillar 1) and the Pillar 2A requirement. The current TCR of the Group is
8.69%.
The Group's regulatory capital is divided into two tiers:
• Common equity Tier 1 which comprises shareholder funds less regulatory
deductions for intangible assets, including goodwill
and deferred tax assets that do not arise from temporary differences.
• Tier 2 comprises qualifying subordinated loans.
The following table shows the regulatory capital resources as managed by the
Group:
2021 2020
£000 £000
CET1 Capital
Share capital 154 154
Capital redemption reserve 19 19
Treasury shares (1,299) (1,299)
Retained earnings* 201,026 207,839
IFRS 9 - Transitional add back 1,600 1,956
Fair value reserve 979 (12,690)
Deduction for goodwill (5,202) (5,202)
Deduction for other intangibles** (18,667) (8,745)
Deduction for deferred tax asset that do not arise from temporary differences (2,370) (1,425)
Deduction for Prudent valuation (5) (21)
CET1 capital resources 176,235 180,586
Tier 2 Capital
Debt securities in issue 36,772 37,656
Total Tier 2 capital resources 36,772 37,656
Own Funds (sum of Tier 1 and Tier 2) 213,007 218,242
CET1 Capital Ratio (CET1 Capital/Total Risk Exposure)* 12.3% 15.4%
Total Capital Ratio (Own Funds/Total Risk Exposure)* 14.9% 18.7%
* Includes current year audited profit.
** From 1 January 2022 the PRA requires the full carrying amount of software
intangibles to be deducted from Common Equity Tier 1 capital.
The ICAAP includes a summary of the capital required to mitigate the
identified risks in the Group's regulated entities and the amount of capital
that the Group has available. The PRA sets a Pillar 2A capital requirement
in light of the calculations included within the ICAAP. The Group's Total
Capital Requirement, as issued by the PRA, is the sum of the minimum capital
requirements under the CRR (Pillar 1) and the Pillar 2A requirement.
Capital ratios are reviewed on a monthly basis to ensure that external
requirements are adhered to. During the period all regulated entities have
complied with all of the externally imposed capital requirements to which they
are subject.
Pillar 3 complements the minimum capital requirements (Pillar 1) and the
supervisory review process (Pillar 2). Its aim is to encourage market
discipline by developing a set of disclosure requirements which will allow
market participants to assess key pieces of information on a firm's capital,
risk exposures and risk assessment processes. Our Pillar 3 disclosures for the
year ended 31 December 2020 are published as a separate document on the Group
website under Investor Relations (Announcements & Shareholder Info).
8. Net interest income
Interest income and expense are recognised in the Statement of Comprehensive
Income for all instruments measured at amortised cost using the effective
interest rate ("EIR") method.
The effective interest rate is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial
instrument to:
• the gross carrying amount of the financial asset; or
• the amortised cost of the financial liability.
The 'gross carrying amount of a financial asset' is the amortised cost of a
financial asset before adjusting for any expected credit loss allowance. When
calculating the effective interest rate, the Group takes into account all
contractual terms of the financial instrument but does not consider expected
credit losses.
The calculation includes all fees paid or received between parties to the
contract that are an integral part of the effective interest rate, transaction
costs and all other premiums or discounts. The carrying amount of the
financial asset or financial liability is adjusted if the Group revises its
estimates of payments or receipts. The adjusted carrying amount is calculated
based on the original effective interest rate and the change in carrying
amount is recorded as interest income or expense.
For financial assets that have become credit impaired following initial
recognition, interest income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the asset is no longer
credit impaired, then the calculation of interest income reverts to the gross
basis.
The Group monitors the actual cash flows for each acquired book and where they
diverge significantly from expectation, the future cash flows are reset.
Expectation may diverge due to factors such as one-off payments or expected
credit losses. In assessing whether to adjust future cash flows on an acquired
portfolio, the Group considers the cash variance on an absolute and percentage
basis. The Group also considers the total variance across all acquired
portfolios. Where cash flows for an acquired portfolio are reset, they are
discounted at the EIR to derive a new carrying value, with changes taken to
the Statement of Comprehensive Income as interest income. The EIR rate is
adjusted for events where there is a change to the reference interest rate
(e.g. Bank of England base rate) affecting portfolios with a variable interest
rate which will impact future cash flows. The revised EIR is the rate which
exactly discounts the revised cash flows to the net carrying value of the loan
portfolio.
2021 2020
£000 £000
Cash and balances at central banks 521 807
Loans and advances to banks* (165) (143)
Debt securities at amortised cost 1,156 2,942
Loans and advances to customers 75,590 71,476
Total interest income 77,102 75,082
Deposits from banks 69 (513)
Deposits from customers (10,056) (12,856)
Debt securities in issue (2,016) (2,775)
Interest on lease liabilities (1,024) (880)
Total interest expense (13,027) (17,024)
Net interest income 64,075 58,058
*Negative value is due to the fluctuation of interest rates which has led to
an increased cost on the variable leg of interest rate swap, which is reported
in interest income.
9. Fee and commission income
Fee and commission income which is integral to the EIR of a financial asset
are included in the effective interest rate (see Note 8).
All other fee and commission income is recognised as the related services are
performed, under IFRS 15, revenues from Contracts with Customers. Fee and
commission income is reported in the below segments.
Types of fee Description
Banking commissions - Banking Tariffs are charged monthly for services provided.
Investment management fees - Annual asset management fees relate to a single performance
obligation that is continuously provided over an extended period
of time.
Wealth planning fees - Provision of bespoke, independent Wealth Planning solutions to
Arbuthnot Latham's clients. Fees are recognised as the service is
performed.
Foreign exchange fees - Provides foreign currencies for our clients to purchase/sell.
The principles in applying IFRS 15 to fee and commission use the following 5
step model:
• identify the contract(s) with a customer;
• identify the performance obligations in the contract;
• determine the transaction price;
• allocate the transaction price to the performance obligations in
the contract; and
• recognise revenue when or as the Group satisfies its performance
obligations.
Asset and other management, advisory and service fees are recognised, under
IFRS 15, as the related services are performed. The same principle is applied
for wealth planning services that are continuously provided over an extended
period of time.
The Group includes the transaction price of variable consideration only when
it is highly probable that a significant reversal in the amount recognised
will not occur or when the variable element becomes certain.
Fee and commission income is disaggregated below and includes a total for fees
in scope of IFRS 15:
Group Banking Wealth Management RAF ACABL ASFL All other divisions Total
At 31 December 2021 £000 £000 £000 £000 £000 £000 £000
Banking commissions 1,961 - 166 4,308 7 - 6,442
Foreign exchange fees 888 - - - - 681 1,569
Investment management fees - 10,101 - - - - 10,101
Wealth planning fees - 360 - - - - 360
Total fee and commission income 2,849 10,461 166 4,308 7 681 18,472
Group Banking Wealth Management RAF ACABL ASFL All other divisions Total
At 31 December 2020 £000 £000 £000 £000 £000 £000 £000
Banking and services fees 1,600 - 131 2,443 4 5 4,183
Foreign exchange fees 803 - - - - 526 1,329
Investment management fees - 8,862 - - - - 8,862
Wealth planning fees - 355 - - - 6 361
Total fee and commission income 2,403 9,217 131 2,443 4 537 14,735
10. Gross profit from leasing activities
Accounting for operating lease and related income:
The statement of comprehensive income is credited with:
• Income from operating leases recognised on a straight-line basis
over the period of the lease.
• The sales proceeds from the sale of vehicles at the end of
operating lease agreements, when the Group has transferred the significant
risks and rewards of ownership to the buyer.
• Income from service and maintenance contracts recognised on a
straight-line method.
Revenue from service and maintenance contracts is recognised in accordance
with the principles of IFRS 15, Revenue from contracts with customers.
Payments from customers for service and maintenance contracts are deferred on
the balance sheet until the point they are recognised and when the performance
obligations are met.
Revenue is the aggregate of operating lease income and service and maintenance
contracts. Revenue also includes the sales proceeds from the same of vehicles
at the end of operating lease agreements and other returned vehicles. Amounts
recognised within gross profit from leasing activities in the statement of
comprehensive income are set out below:
2021 2020
Group £000 £000
Operating lease income 33,577 -
Sale of vehicles at the end of operating lease agreements 32,123 -
Income from service and maintenance contracts 8,800 -
Revenue 74,500 -
Operating lease depreciation (25,197) -
Carrying amount of vehicles sold (31,339) -
Service & maintenance costs (11,487) -
Cost of goods sold (68,023) -
Gross profit from leasing activities 6,477 -
11. Net impairment loss on financial assets
(a) Assets carried at amortised cost
The Group recognises loss allowances on an expected credit loss basis for all
financial assets measured at amortised cost, including loans and advances,
debt securities and loan commitments.
Credit loss allowances are measured as an amount equal to lifetime ECL, except
for the following assets, for which they are measured as 12 month ECL:
• Financial assets determined to have a low credit risk at the
reporting date. The assets, to which the low credit risk exemption applies,
include cash and balances at central banks (Note 18), loans and advances to
banks (Note 19) and debt securities at amortised cost (Note 20). These assets
are all considered investment grade.
• Financial assets which have not experienced a significant
increase in credit risk since their initial recognition.
Impairment model
The IFRS 9 impairment model adopts a three stage approach based on the extent
of credit deterioration since origination:
• Stage 1: 12‐month ECL applies to all financial assets that
have not experienced a significant increase in credit risk ("SICR") since
origination and are not credit impaired. The ECL will be computed based on the
probability of default events occurring over the next 12 months. Stage 1
includes the current performing loans (up to date and in arrears of less than
10 days) and those within Heightened Business Monitoring ("HBM"). Accounts
requiring HBM are classified as a short-term deterioration in financial
circumstances and are tightly monitored with additional proactive client
engagement, but not deemed SICR.
• Stage 2: When a financial asset experiences a SICR subsequent to
origination, but is not in default, it is considered to be in Stage 2. This
requires the computation of ECL based on the probability of all possible
default events occurring over the remaining life of the financial asset.
Provisions are higher in this stage (except where the value of charge against
the financial asset is sufficient to enable recovery in full) because of an
increase in credit risk and the impact of a longer time horizon being
considered (compared to 12 months in Stage 1).
Evidence that a financial asset has experienced a SICR includes the following
considerations:
• A loan is in arrears between 31 and 90 days;
• Forbearance action has been undertaken;
• Stage 3: Financial assets that are credit impaired are included
in this stage. Similar to Stage 2, the allowance for credit losses will
continue to capture the lifetime expected credit losses. At each reporting
date, the Group will assess whether financial assets carried at amortised cost
are in default. A financial asset will be considered to be in default when an
event(s) that has a detrimental impact on estimated future cash flows have
occurred.
Evidence that a financial asset is within Stage 3 includes the following data:
• A loan is in arrears in excess of 90 days;
• Breach of terms of forbearance;
• Recovery action is in hand; or
• Bankruptcy proceedings or similar insolvency process of a
client, or director of a company.
The credit risk of financial assets that become credit impaired are not
expected to improve, beyond the extent that they are no longer considered to
be credit impaired.
A borrower will move back into Stage 1 conditional upon both a minimum of six
months' good account conduct and the improvement of the Client's situation to
the extent that the credit risk has receded sufficiently and a full repayment
of the loan, without recourse to the collateral, is likely.
Presentation of allowance for ECL in the statement of financial position
For financial assets measured at amortised cost, these are presented as the
gross carrying amount of the assets minus a deduction for the ECL.
Write-off
Loans and debt securities are written off (either partially or in full) when
there is no realistic prospect of recovery. This is the case when the Group
determines that the borrower does not have assets or sources of income that
could generate sufficient cash flows to repay the outstanding amount due.
(b) Renegotiated loans
Renegotiated loans are derecognised if the new terms are significantly
different to the original agreement. Loans that have been modified to such an
extent the renegotiated loan is a substantially different to the original
loan, are no longer considered to be past due and are treated as new loans.
(c) Forbearance
Under certain circumstances, the Group may use forbearance measures to assist
borrowers who are experiencing significant financial hardship. Any forbearance
support is assessed on a case by case basis in line with best practice and
subject to regular monitoring and review. The Group seeks to ensure that any
forbearance results in a fair outcome for both the customer and the Group.
(d) Assets classified as financial investments
Equity instruments at fair value through other comprehensive income
Equity investments are not subject to impairment charges recognised in the
income statement. Any fair value gains and losses are recognised in OCI which
are not subject to reclassification to the income statement on derecognition.
Debt instruments at FVOCI
Changes in fair value are recognised in OCI, the loss allowance will be
recognised in OCI and shall not reduce the carrying amount of the financial
asset in the statement of financial position. Impairment costs will be
recognised in the profit or loss with a corresponding entry to OCI. On
derecognition, cumulative gains and losses in OCI are reclassified to the
profit or loss.
2021 2020
£000 £000
Net Impairment losses on financial assets 3,196 2,849
Of which:
Stage 1 664 525
Stage 2 (456) 134
Stage 3 2,966 2,190
Impairment losses on financial investments 22 -
3,196 2,849
During the year, the Group recovered £60k (2020: £7k) of loans which had
previously been written off.
12. Acquisition of Asset Alliance Group Holdings Limited
On 1 April 2021, following receipt of regulatory approval, Arbuthnot Latham
completed the acquisition of 100% of the share
capital of AAG from its former owners made up of institutional investors and
the key management team.
AAG provides vehicle finance and related services, predominantly in the truck
& trailer and bus & coach markets. Operating from five locations, it
is the UK's leading independent end-to-end specialist in commercial vehicle
financing and has over 4000 vehicles under management.
The acquisition supported AL's continued strategy to diversify its proposition
within the specialist financial services sector.
The consideration was paid in full in cash following completion. AL has also
provided an intercompany loan to AAG at completion of £127.9m to re-finance
its existing finance liabilities. The consideration and the refinancing of
AAG's funding liabilities have been satisfied from the Group's current cash
resources.
The share capital was acquired at a discount to the fair value of net assets
resulting in a bargain purchase gain recognised in the Statement of
Comprehensive Income on acquisition of £8.6m as set out in the table on the
next page. The most significant fair value adjustment arose from the valuation
of the leased truck fleet. The global shortage of computer chips, which are
used in the manufacture of vehicles, has curtailed the supply of new trucks
and therefore increased the market value for second-hand vehicles. Upon
acquisition the adjustment to the asset values was an overall average increase
of 15.95% on the carrying value of the truck fleet resulting in an uplift
totalling £19.2m.
As at the acquisition date gross trade receivables were £9,979k, of which
£987k were considered not collectable.
The acquisition contributed £0.2m to interest income and £3.8m to profit
before tax. Arbuthnot Latham provides AAG parental funding facilities.
These are on different terms and rates of interest to its previous third party
bank funding, consequently presentation of the result for the full year
including prior to the acquisition is considered impracticable.
Acquired assets/ liabilities Fair value adjustments Recognised values on acquisition
£000 £000 £000
Loans and advances to banks 3,883 - 3,883
Loans and advances to customers 4,226 - 4,226
Other assets 10,128 - 10,128
Stock 1,982 316 2,298
Deferred tax assets - 2,500 2,500
Intangible assets 1,579 2,837 4,416
Property, plant and equipment 120,684 16,261 136,945
Total assets 142,482 21,914 164,396
Deposits from banks 127,918 - 127,918
Deferred tax liabilities - 3,815 3,815
Corporation tax liability 33 - 33
Other liabilities 14,006 - 14,006
Total liabilities 141,957 3,815 145,772
Net identifiable assets 525 18,099 18,624
Cash consideration 9,998
Negative Goodwill / Bargain Purchase (8,626)
13. Other income
Other income includes an adjustment of £0.6m gain (2020: £0.1m charge) to
the contingent consideration for the acquisition of Renaissance Asset Finance
Ltd and also include the profit on sale of the Tay mortgages portfolio of
£2.2m.
Other items reflected in other income include rental income from the
investment property (see Note 31) of £0.3m (2020: £0.5m) and dividends
received on the shares held in STB of £0.5m (2020: £nil).
Accounting for rental income
Rental income is recognised on a straight line basis over the term of the
lease. Lease incentives granted are recognised as an integral part of the
total rental income over the term of the lease.
14. Operating expenses
2021 2020
Operating expenses comprise: £000 £000
Staff costs, including Directors:
Wages, salaries and bonuses 49,754 36,512
Social security costs 5,861 4,010
Pension costs 2,578 2,251
Share based payment transactions (Note 40) (53) (142)
Amortisation of intangibles (Note 28) 3,211 2,828
Depreciation (Note 29) 1,814 1,569
Profit on disposals of property, plant and equipment 3 -
Financial Services Compensation Scheme Levy 430 309
Expenses relating to short-term leases 608 413
Write down of repossessed property in Majorca 3,835 -
Other administrative expenses 25,381 23,669
Total operating expenses from continuing operations 93,422 71,419
Details on Directors remuneration are disclosed in the Remuneration Report on
page 43.
2021 2020
Remuneration of the auditor and its associates, excluding VAT, was as follows: £000 £000
Fees payable to the Company's auditor for the audit of the Company's annual 112 110
accounts
Fees payable to the Company's auditor and its associates for other services:
Audit of the accounts of subsidiaries 481 395
Audit related assurance services 113 103
Total fees payable 706 608
15. Income tax expense
Current income tax which is payable on taxable profits is recognised as an
expense in the period in which the profits arise. Income tax recoverable on
tax allowable losses is recognised as an asset only to the extent that it is
regarded as recoverable by offset against current or future taxable profits.
2021 2020
United Kingdom corporation tax at 19% (2020: 19%) £000 £000
Current taxation
Corporation tax charge - current year 54 -
Corporation tax charge - adjustments in respect of prior years 25 179
79 179
Deferred taxation
Origination and reversal of temporary differences (2,165) 89
Adjustments in respect of prior years (63) (26)
(2,228) 63
Income tax (credit)/expense (2,149) 242
Tax reconciliation
Profit/(loss) before tax 4,638 (1,090)
Tax at 19% (2020: 19%) 881 (207)
Other permanent differences (1,756) 296
Tax rate change (1,237) -
Prior period adjustments (37) 153
Corporation tax (credit)/charge for the year (2,149) 242
Permanent differences in both years mainly relate to the acquisition of the
Asset Alliance Group; in 2021 the bargain purchase and in 2020 the
professional fees of a capital nature.
In the Budget speech on 3 March 2021, the Chancellor of the Exchequer,
announced the increase of corporation tax from 19% to 25% from 1 April 2023,
which was enacted on 10 June 2021. This increased the deferred tax asset on
the balance sheet (with expected utilisation after 1 April 2023) and similarly
further increased the tax credit recorded in the profit and loss account in
the year.
16. Average number of employees
2021 2020
Banking 223 202
RAF 34 31
ACABL 24 18
ASFL 9 11
AAG 51 -
All Other Divisions 246 232
Group Centre 19 20
606 514
The Group did not take advantage of the government furlough scheme and all
staff were redeployed to working from home arrangements when the consequences
of the COVID-19 pandemic became apparent.
Accounting for employee benefits
(a) Post-retirement obligations
The Group contributes to a defined contribution scheme and to individual
defined contribution schemes for the benefit of certain employees. The schemes
are funded through payments to insurance companies or trustee-administered
funds at the contribution rates agreed with individual employees.
The Group has no further payment obligations once the contributions have been
paid. The contributions are recognised as an employee benefit expense when
they are due. Prepaid contributions are recognised as an asset to the extent
that a cash refund or a reduction in the future payments is available.
There are no post-retirement benefits other than pensions.
(b) Share-based compensation - cash settled
The Group adopts a Black-Scholes valuation model in calculating the fair value
of the share options as adjusted for an attrition rate for members of the
scheme and a probability of pay-out reflecting the risk of not meeting the
terms of the scheme over the vesting period. The number of share options that
are expected to vest are reviewed at least annually.
The fair value of cash settled share-based payments is recognised as personnel
expenses in the profit or loss with a corresponding increase in liabilities
over the vesting period. The liability is remeasured at each reporting date
and at settlement date based on the fair value of the options granted, with a
corresponding adjustment to personnel expenses.
(c) Deferred cash bonus scheme
The Bank has a deferred cash bonus scheme for senior employees. The cost of
the award is recognised to the income statement over the period to which the
performance relates.
(d) Short-term incentive plan
The Group has a short-term incentive plan payable to employees of one of its
subsidiary companies. The award of a profit share is based on a percentage of
the net profit of a Group subsidiary.
17. Earnings per ordinary share
Basic
Basic earnings per ordinary share are calculated by dividing the profit after
tax attributable to equity holders of the Company by the weighted average
number of ordinary shares 15,022,629 (2020: 15,024,514) in issue during the
year (this includes Ordinary shares and Ordinary Non-Voting shares). On 31
March 2020 the Company purchased 7,730 Ordinary Non-Voting shares into
treasury.
Diluted
Diluted earnings per ordinary share are calculated by dividing the dilutive
profit after tax attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year, as well as the
number of dilutive share options in issue during the year. The number of
dilutive share options in issue at the year end was nil (2020: nil).
2021 2020
Profit & dilutive profit attributable £000 £000
Profit / (loss) after tax attributable to equity holders of the Company 6,786 (1,332)
2021 2020
Basic & Diluted Earnings per share p p
Basic Earnings per share 45.2 (8.9)
18. Cash and balances at central banks
2021 2020
Group £000 £000
Cash and balances at central banks 814,692 636,799
ECL has been assessed to be insignificant.
Surplus funds are mainly held in the Bank of England reserve account, with the
remainder held in certificates of deposit, fixed and floating rate notes and
money market deposits in investment grade banks.
19. Loans and advances to banks
2021 2020
Group £000 £000
Placements with banks included in cash and cash equivalents (Note 42) 73,444 110,267
The table below presents an analysis of loans and advances to banks by rating
agency designation as at 31 December, based on Moody's short and long term
ratings:
2021 2020
Group £000 £000
Aa3 - 341
A1 61,527 100,748
A2 11,909 10
A3 - 3,956
Baa1 - 5,204
Unrated 8 8
73,444 110,267
None of the loans and advances to banks are past due (2020: nil). ECL has been
assessed as insignificant.
2021 2020
Company £000 £000
Placements with banks included in cash and cash equivalents (Note 42) 7,587 15,162
Loans and advances to banks include bank balances of £7.6m (2020: £15.2m)
with Arbuthnot Latham & Co., Ltd. ECL has been assessed as insignificant.
20. Debt securities at amortised cost
Debt securities represent certificates of deposit.
The movement in debt securities may be summarised as follows:
2021 2020
Group £000 £000
At 1 January 344,692 442,960
Exchange difference 1,023 (2,640)
Additions 590,492 695,614
Redemptions (635,155) (791,242)
At 31 December 301,052 344,692
The table below presents an analysis of debt securities by rating agency
designation at 31 December, based on Moody's long term ratings:
2021 2020
Group £000 £000
Aaa 56,783 61,715
Aa1 33,314 29,315
Aa2 16,403 14,657
Aa3 11,105 41,986
A1 183,447 197,019
301,052 344,692
None of the debt securities are past due (2020: nil). ECL has been assessed as
immaterial.
The movement in debt securities for the Company may be summarised as follows:
2021 2020
Company £000 £000
At 1 January 24,308 24,239
Additions - -
Interest 2,014 2,111
Redemptions (1,955) (2,042)
At 31 December 24,367 24,308
The exposure relates to Arbuthnot Latham & Co., Limited, which is unrated.
The subordinated loan notes were issued on 3 June 2019 and are denominated in
Pound Sterling. The principal amount outstanding at 31 December 2020 was £25m
(2020: £25m). The notes carry interest at 7.75% over the three month LIBOR
rate and are repayable at par in June 2029 unless redeemed or repurchased
earlier by the Arbuthnot Latham & Co., Limited. ECL has been assessed as
immaterial. With the discontinuation of LIBOR, the rate charged will reference
to Synthetic LIBOR as administered by ICE Benchmark Administration Limited.
21. Assets classified as held for sale
Assets, or disposal groups comprising assets and liabilities, that are
expected to be recovered primarily through sale rather than through continuing
use, are classified as held for sale.
The criteria that the Group uses to determine whether an asset is held for
sale under IFRS 5 include, but are not limited to the following:
• Management is committed to a plan to sell
• The asset is available for immediate sale
• An active programme to locate a buyer is initiated
• The sale is highly probable, within 12 months of classification
as held for sale
• The asset is being actively marketed for sale at a sales price
reasonable in relation to its fair value
Non-current assets held for sale are measured at the lower of their carrying
amount and fair value less costs to sell in accordance with IFRS 5. Where
investments that have initially been recognised as non-current assets held for
sale, because the Group has been deemed to hold a controlling stake, are
subsequently disposed of or diluted such that the Group's holding is no longer
deemed a controlling stake, the investment will subsequently be reclassified
as fair value through profit or loss or fair value through other comprehensive
income investments in accordance with IFRS 9. Subsequent movements will be
recognised in accordance with the Group's accounting policy for the newly
adopted classification.
Once classified as held for sale, intangible assets and property, plant and
equipment are no longer amortised or depreciated.
Group
2021 2020
£000 £000
Repossessed property held for sale 3,136 3,285
3,136 3,285
Repossessed property held for sale
The repossessed property is expected to be sold within 12 months and can
therefore be recognised as held for sale under IFRS 5.
22. Derivative financial instruments
All derivatives are recognised at their fair value. Fair values are obtained
using recent arm's length transactions or calculated using valuation
techniques such as discounted cash flow models at the prevailing interest
rates, and for structured notes classified as financial instruments fair
values are obtained from quoted market prices in active markets. Derivatives
are shown in the Statement of Financial Position as assets when their fair
value is positive and as liabilities when their fair value is negative.
2021 2020
Contract/ notional amount Fair value assets Fair value liabilities Contract/ notional amount Fair value assets Fair value liabilities
Group £000 £000 £000 £000 £000 £000
Currency swaps 8,686 118 132 17,338 202 188
Interest rate swaps 57,889 1,635 39 25,292 - 461
Structured notes - - - 1,644 1,641 -
66,575 1,753 171 44,274 1,843 649
The principal derivatives used by the Group are over the counter exchange rate
contracts. Exchange rate related contracts include currency swaps and interest
rate swaps.
A forward foreign exchange contract is an agreement to buy or sell a specified
amount of foreign currency on a specified future date at an agreed rate.
Currency swaps generally involve the exchange of interest payment obligations
denominated in different currencies; exchange of principal can be notional or
actual. The currency swaps are settled net and therefore the fair value is
small in comparison to the contract/notional amount. Interest rate swaps are
used to hedge against the Profit or Loss impact resulting from the movement in
interest rates, due to some exposures having fixed rate terms.
Also included in derivative financial instruments are structured notes. The
Group invested in the structured notes, which are maturing in 2021.
The Group only uses investment graded banks as counterparties for derivative
financial instruments.
The table below presents an analysis of derivative financial instruments
contract/notional amounts by rating agency designation of
counterparty bank at 31 December, based on Moody's long term ratings:
2021 2020
Group £000 £000
Aa1 7,797 12,126
A1 58,778 32,148
66,575 44,274
Derivatives held for risk management and hedge accounting
See accounting policy in Note 3.5.
Derivatives held for risk management
The following table describes the fair values of derivatives held for risk
management purposes by type of risk exposure.
2021 2020
Fair value assets Fair value liabilities Fair value assets Fair value liabilities
Group £000 £000 £000 £000
Interest rate - Designated fair value hedges 1,635 - - -
Total interest rate derivatives 1,635 - - -
Details of derivatives designated as hedging instruments in qualifying hedging
relationships are provided in the hedge accounting section below. The
instruments used principally include interest rate swaps.
For more information about how the Group manages its market risks, see Note 6.
Hedge accounting
Fair value hedges of interest rate risk
The Group uses interest rate swaps to hedge its exposure to changes in the
fair values of fixed rate pound sterling loans to customers in respect of the
SONIA (The Sterling Overnight Index Average) benchmark interest rate.
Pay-fixed/receive-floating interest rate swaps are matched to specific
fixed-rate loans and advances with terms that closely align with the critical
terms of the hedged item.
The Group's approach to managing market risk, including interest rate risk, is
discussed in Note 6. The Group's exposure to interest rate risk is disclosed
in Note 6. Interest rate risk to which the Group applies hedge accounting
arises from fixed-rate loans and advances, whose fair value fluctuates when
benchmark interest rates change. The Group hedges interest rate risk only to
the extent of benchmark interest rates because the changes in fair value of a
fixed-rate loan are significantly influenced by changes in the benchmark
interest rate (SONIA). Hedge accounting is applied where economic hedging
relationships meet the hedge accounting criteria.
By using derivative financial instruments to hedge exposures to changes in
interest rates, the Group also exposes itself to credit risk of the derivative
counterparty, which is not offset by the hedged item. The Group minimises
counterparty credit risk in derivative instruments by entering into
transactions with high-quality counterparties whose credit rating is not lower
than A.
Before fair value hedge accounting is applied by the Group, the Group
determines whether an economic relationship between the hedged item and the
hedging instrument exists based on an evaluation of the qualitative
characteristics of these items and the hedged risk that is supported by
quantitative analysis. The Group considers whether the critical terms of the
hedged item and hedging instrument closely align when assessing the presence
of an economic relationship. The Group evaluates whether the fair value of the
hedged item and the hedging instrument respond similarly to similar risks. The
Group further supports this qualitative assessment by using regression
analysis to assess whether the hedging instrument is expected to be and has
been highly effective in offsetting changes in the fair value of the hedged
item.
The Group establishes a hedge ratio by aligning the par amount of the
fixed-rate loan and the notional amount of the interest rate swap designated
as a hedging instrument. Under the Group policy, in order to conclude that a
hedging relationship is effective, all of the following criteria should be
met.
• The regression co-efficient (R squared), which measures the
correlation between the variables in the regression, is at least 0.8.
• The slope of the regression line is within a 0.8-1.25 range.
• The confidence level of the slope is at least 95%.
In these hedging relationships, the main sources of ineffectiveness are:
• the effect of the counterparty and the Group's own credit risk on the fair
value of the interest rate swap, which is not reflected in the fair value of
the hedged item attributable to the change in interest rate; and
• differences in payable/receivable fixed rates of the interest rate swap
and the loans.
There were no other sources of ineffectiveness in these hedging relationships.
The effective portion of fair value gains on derivatives held in qualifying
fair value hedging relationships and the hedging gain or loss on the hedged
items are included in net interest income.
At 31 December 2021 and 31 December 2020, the Group held the following
interest rate swaps as hedging instruments in fair value hedges of interest
risk.
Maturity 2021 Maturity 2020
Group Less than 1 year 1-5 years More than 5 years Less than 1 year 1-5 years More than 5 years
Risk category: Interest rate risk - Hedge of loans and advances
Nominal amount (in £000) - 5,335 33,750 - - -
Average fixed interest rate - 0.88% 0.09% - - -
The amounts relating to items designated as hedging instruments and hedge
ineffectiveness at 31 December 2021 were as follows:
2021
Nominal amount Carrying amount
Assets Liabilities
Group £000 £000 £000
Interest rate risk
Interest rate swaps - hedge of loans and advances 39,085 1,635 -
The amounts relating to items designated as hedged items at 31 December 2021
were as follows:
2021
Carrying amount
Assets Liabilities
Group £000 £000
Loans and advances 39,085 -
Group 2021
Line item in the statement of financial position where the hedging instrument Change in fair value used for calculating hedge ineffectiveness Ineffectiveness recognised in profit or loss
is included
£000 £000 Line item in profit or loss that includes hedge ineffectiveness
Derivative financial instruments 1,635 144 Net interest income
Group 2021
Change in value used for calculating hedge ineffectiveness Accumulated amount of fair value hedge adjustments on the hedged item included
in the carrying amount of the hedged item
Assets Liabilities
Line item in the statement of financial position in which the hedged item is £000 £000 £000
included
Loans and advances to customers (1,490) (1,490) -
No hedge accounting was applied at 31 December 2020.
23. Loans and advances to customers
Analyses of loans and advances to customers:
2021
Stage 1 Stage 2 Stage 3 Total
Group £000 £000 £000 £000
Gross loans and advances at 1 January 2021 1,423,332 126,347 42,798 1,592,477
Originations and repayments 345,787 (53,132) (11,297) 281,358
Write-offs - - (614) (614)
Acquired portfolio 4,128 - - 4,128
Transfer to Stage 1 8,726 (8,726) - -
Transfer to Stage 2 (40,132) 44,147 (4,015) -
Transfer to Stage 3 (3,932) (13,173) 17,105 -
Gross loans and advances at 31 December 2021 1,737,909 95,463 43,977 1,877,349
Less allowances for ECLs (see Note 24) (388) (77) (5,922) (6,387)
Net loans and advances at 31 December 2021 1,737,521 95,386 38,055 1,870,962
2020
Stage 1 Stage 2 Stage 3 Total
Group £000 £000 £000 £000
Gross loans and advances at 1 January 2020 1,506,024 66,372 31,447 1,603,843
Originations 4,941 (4,045) (8,982) (8,086)
Repayments and write-offs - - (3,280) (3,280)
Transfer to Stage 1 20,951 (20,951) - -
Transfer to Stage 2 (99,683) 99,683 - -
Transfer to Stage 3 (8,901) (14,712) 23,613 -
Gross loans and advances at 31 December 2020 1,423,332 126,347 42,798 1,592,477
Less allowances for ECLs (see Note 24) (725) (533) (3,370) (4,628)
Net loans and advances at 31 December 2020 1,422,607 125,814 39,428 1,587,849
*Originations include further advances and drawdowns on existing commitments.
For a maturity profile of loans and advances to customers, refer to Note 6.
Loans and advances to customers by division (net of ECL):
Banking Mortgage Portfolios RAF ACABL ASFL AAG All Other Divisions Total
Group £000 £000 £000 £000 £000 £000 £000 £000
Stage 1 1,297,625 157,561 82,845 182,122 9,868 7,500 - 1,737,521
Stage 2 70,100 13,719 11,338 - 229 - - 95,386
Stage 3 28,324 6,802 2,929 - - - - 38,055
At 31 December 2021 1,396,049 178,082 97,112 182,122 10,097 7,500 - 1,870,962
Banking Mortgage Portfolios RAF ACABL ASFL AAG All Other Divisions Total
Group £000 £000 £000 £000 £000 £000 £000 £000
Stage 1 1,030,970 223,800 74,541 87,331 5,965 - - 1,422,607
Stage 2 72,626 36,794 16,394 - - - - 125,814
Stage 3 30,204 8,233 991 - - - - 39,428
At 31 December 2020 1,133,800 268,827 91,926 87,331 5,965 - - 1,587,849
Analyses of past due loans and advances to customers by division:
2021
Banking Mortgage Portfolios RAF ACABL ASFL All Other Divisions Total
Group £000 £000 £000 £000 £000 £000 £000
Up to 30 days 42,125 6,293 1,813 - 1,890 - 52,121
Stage 1 36,118 3,699 1,647 - 1,890 - 43,354
Stage 2 4,623 2,594 - - - - 7,217
Stage 3 1,384 - 166 - - - 1,550
30 - 60 days 1,509 2,561 2,736 - - - 6,806
Stage 1 - - 40 - - - 40
Stage 2 1,495 2,561 - - - - 4,056
Stage 3 14 - 2,696 - - - 2,710
60 - 90 days 25,648 1,566 98 - - - 27,312
Stage 2 18,889 1,566 - - - - 20,455
Stage 3 6,759 - 98 - - - 6,857
Over 90 days 31,820 7,753 2,583 - - - 42,156
Stage 2 6,251 - 2 - - - 6,253
Stage 3 25,569 7,753 2,581 - - - 35,903
At 31 December 2021 101,102 18,173 7,230 - 1,890 - 128,395
Analyses of past due loans and advances to customers by division:
2020
Banking Mortgage Portfolios RAF ACABL ASFL All Other Divisions Total
Group £000 £000 £000 £000 £000 £000 £000
Up to 30 days 10,554 6,354 1,928 - - - 18,836
Stage 1 9,902 5,948 1,468 - - - 17,318
Stage 2 652 406 346 - - - 1,404
Stage 3 - - 114 - - - 114
30 - 60 days 9 4,187 274 - - - 4,470
Stage 1 9 - - - - - 9
Stage 2 - 4,187 209 - - - 4,396
Stage 3 - - 65 - - - 65
60 - 90 days 9,467 1,788 475 - - - 11,730
Stage 1 - - 58 - - - 58
Stage 2 9,467 1,788 104 - - - 11,359
Stage 3 - - 313 - - - 313
Over 90 days 65,226 7,125 1,096 - - - 73,447
Stage 2 29,871 - 276 - - - 30,147
Stage 3 35,355 7,125 820 - - - 43,300
At 31 December 2020 85,256 19,454 3,773 - - - 108,483
Loans and advances to customers include finance lease receivables as follows:
2021 2020
Group £000 £000
Gross investment in finance lease receivables:
- No later than 1 year 45,368 12,894
- Later than 1 year and no later than 5 years 72,392 97,062
- Later than 5 years 119 1,679
117,879 111,635
Unearned future finance income on finance leases (12,368) (19,708)
Net investment in finance leases 105,511 91,927
The net investment in finance leases may be analysed as follows:
- No later than 1 year 38,609 30,770
- Later than 1 year and no later than 5 years 66,777 60,824
- Later than 5 years 125 333
105,511 91,927
(b) Loans and advances renegotiated
Restructuring activities include external payment arrangements, modification
and deferral of payments. Following restructuring, a previously overdue
customer account is reset to a normal status and managed together with other
similar accounts. Restructuring policies and practices are based on indicators
or criteria which, in the judgement of management, indicate that payment will
most likely continue. These policies are kept under continuous review.
Renegotiated loans that would otherwise be past due or impaired totalled £nil
(2020: £nil).
The Bank has continued to support clients that have suffered financial
difficulty as a result of the pandemic. The use of COVID-19 relief mechanisms
will not automatically merit identification of SICR and trigger a Stage 2
classification in isolation.
Where individual borrowers received COVID-19 relief, which were primarily in
the form of payment holidays, the individual borrower was assessed to have a
significant increase in credit risk where they were considered to have
suffered long term financial difficulty. They were considered to have suffered
long term financial difficulty based on individual circumstances or where they
had received more than two payment holidays or where a payment holiday given
was in excess of 6 months. Where an individual borrower is considered to have
suffered long term financial difficulty they were transferred to Stage 2.
(c) Collateral held
Collateral is measured at fair value less costs to sell. Most of the loans are
secured by property. The fair value of the collateral held against loans and
advances in Stage 3 is £42.6m (2020: £60.6m), against loans of £38.3m
(2020: £41.5m). The weighted average loan-to-value of loans and advances in
Stage 3 is 73% (2020: 73%).
24. Allowances for impairment of loans and advances
An analysis of movements in the allowance for ECLs (2021):
Stage 1 Stage 2 Stage 3 Total
Group £000 £000 £000 £000
At 1 January 2021 725 533 3,370 4,628
Transfer to Stage 1 4 (4) - -
Transfer to Stage 2 (13) 13 - -
Transfer to Stage 3 (15) (82) 97 -
Current year charge 194 (49) 3,506 3,651
Adjustment due to variation in expected future cash flows (142) (280) 65 (357)
Change in assumptions (191) (43) (106) (340)
Financial assets that have been derecognised - - (230) (230)
Repayments and write-offs (174) (11) (780) (965)
At 31 December 2021 388 77 5,922 6,387
An analysis of movements in the allowance for ECLs (2020):
Stage 1 Stage 2 Stage 3 Total
Group £000 £000 £000 £000
At 1 January 2020 527 47 4,216 4,790
Transfer to Stage 1 5 (5) - -
Transfer to Stage 2 (17) 17 - -
Current year charge 139 145 1,613 1,897
Adjustment due to variation in expected future cash flows (96) - 700 604
Change in assumptions 308 371 90 769
Financial assets that have been derecognised - - (596) (596)
Repayments and write-offs (141) (42) (2,653) (2,836)
At 31 December 2020 725 533 3,370 4,628
25. Other assets
2021 2020
Group £000 £000
Trade receivables 13,098 5,458
Inventory 88,787 84,722
Prepayments and accrued income 8,234 6,108
110,119 96,288
Trade receivables
Gross balance 13,893 5,459
Allowance for bad debts (795) -
Net receivables 13,098 5,459
Inventory
Inventory is measured at the lower of cost or net realisable value. The cost
of inventories comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the inventories to their present location and
condition. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.
Pinnacle Universal is a special purpose vehicle, 100% owned by the Bank, which
owns land that is currently in the process of being redeveloped with a view to
selling off as individual residential plots.
Land acquired through repossession of collateral which is subsequently held in
the ordinary course of business with a view to develop and sell is accounted
for as inventory.
In 2019 a property in Spain and in 2020 a property in France, held as
collateral on loans, were repossessed. The Group's intention is to develop and
sell the properties and have therefore been recognised as inventory. The value
of inventory for repossessed collateral at 31 December is £16.7m (2020:
£17.5m).
In 2019 two properties were reclassified from investment property to inventory
due to being under development with a view to sell. At 31 December 2021 they
were valued at cost of £70.6m (2020: £67.2m).
2021 2020
Company £000 £000
Prepayments and accrued income 52 103
52 103
26. Financial investments
2021 2020
Group £000 £000
Designated at fair value through profit and loss
- Debt securities 124 138
Designated at fair value through other comprehensive income
- Listed securities - 15,925
- Unlisted securities 3,045 2,432
Total financial investments 3,169 18,495
Listed securities
The Group holds investments in listed securities which are valued based on
quoted prices.
On 8 August 2018, ABG lost significant influence over Secure Trust Bank plc
("STB"). At this date the interest in associate was de-recognised and the
shares held in STB were marked to market and disclosed as a financial
investment. During 2021 the remaining shares were sold at market value. The
carrying value at year end is £nil (2020: £15.9m) and £0.5m (2020: £nil)
of dividends were received in the year.
The shares were designated as FVOCI for strategic reasons. The shares were
measured at fair value in the Statement of Financial Position with fair value
gains/losses recognised in OCI.
Debt securities
The Group has made an investment in an unlisted special purpose vehicle, set
up to acquire and enhance the value of a commercial property through its 100%
owned subsidiary. During 2018 the subsidiary company was sold and under the
terms of the sale agreement the buyer agreed to purchase 100% of the share
capital and reimburse all outstanding loans. The proceeds of the sale have
been distributed to the investors, except for the amount withheld for the
general and specific warranties (which will be released in three instalments
at 18 month intervals included as a condition of the sale agreement). A
distribution of £8k (2020: £nil) was received and a loss of £14k (2020:
loss of £14k) recognised in profit or loss during the year. The investment
has been valued at £124k (2020: £138k). These securities are designated at
FVPL. They are measured at fair value in the Statement of Financial Position
with fair value gains/losses recognised in the profit or loss.
Unlisted securities
On 23 June 2016 Arbuthnot Latham received €1.3m cash consideration following
Visa Inc.'s completion of the acquisition of Visa Europe. As part of the deal
Arbuthnot Latham also received preference shares in Visa Inc., these have been
valued at their future conversion value into Visa Inc. common stock.
During 2020, as part of the fourth anniversary of the closing of the Visa
Europe transaction, an assessment was performed of the ongoing risk of
liability to Visa. As part of the adjustment, Visa awarded the Group 59
preference shares with a carrying value of £920k. These can be automatically
converted into freely tradeable Class A common stock.
Management have assessed the sum of the fair value of the Group's investment
as £1.6m (2020: £1.6m). This valuation includes a 31% haircut on the
original preference shares.
The Group has designated its investment in the security as FVOCI. Dividends
received during the year amounted to £nil (2020: £17k).
A further investment in an unlisted investment vehicle was made in 2021. The
carrying value at year end is £1.4m (2020: £0.8m) and no dividends were
received in the year. The increase in value is due to additional contributions
to the fund and the successful performance of the underlying investments.
All unlisted securities have been designated as FVOCI as they are held for
strategic reasons. These securities are measured at fair value in the
Statement of Financial Position with fair value gains/losses recognised in
OCI.
2021 2020
Company £000 £000
Financial investments comprise:
- Listed securities (at fair value through OCI) - 14,171
Total financial investments - 14,171
27. Deferred taxation
Deferred tax is provided in full on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, deferred tax is not accounted for
if it arises from the initial recognition of goodwill, the initial recognition
of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable
profit or loss, and differences relating to investments in subsidiaries to the
extent that they probably will not reverse in the foreseeable future. Deferred
tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the Statement of Financial Position date and are
expected to apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and they
relate to taxes levied by the same tax authority on the same taxable entity,
or on different tax entities, when they intend to settle current tax
liabilities and assets on a net basis or the tax assets and liabilities will
be realised simultaneously.
Deferred tax assets are recognised where it is probable that future taxable
profits will be available against which the temporary differences can be
utilised.
The deferred tax asset comprises:
2021 2020
Group £000 £000
Accelerated capital allowances and other short-term timing differences 37 (579)
Movement in fair value of financial investments FVOCI (152) (117)
Unutilised tax losses 2,369 1,425
IFRS 9 adjustment* 308 280
Deferred tax asset 2,562 1,009
At 1 January 1,009 1,815
On acquisition of AAG (1,315) -
Other Comprehensive Income - FVOCI (35) (69)
Profit and loss account - accelerated capital allowances and other short-term 1,923 (310)
timing differences
Profit and loss account - tax losses 945 (315)
IFRS 9 adjustment* 35 (112)
Deferred tax asset at 31 December 2,562 1,009
* This relates to the timing difference on the adoption of IFRS 9 spread over
10 years for tax purposes.
2021 2020
Company £000 £000
Accelerated capital allowances and other short-term timing differences 10 5
Movement in fair value of financial investments 147 112
Unutilised tax losses 366 278
Deferred tax asset 523 395
At 1 January 395 391
Profit and loss account - accelerated capital allowances and other short-term 40 4
timing differences
Profit and loss account - tax losses 88 -
Deferred tax asset at 31 December 523 395
Deferred tax assets are recognised for tax losses to the extent that the
realisation of the related tax benefit through future taxable profits is
probable.
28. Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Group's share of the net identifiable assets of the acquired
subsidiary at the date of acquisition. Goodwill on acquisitions of
subsidiaries is included in 'intangible assets'. Gains and losses on the
disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
The Group reviews the goodwill for impairment at least annually or more
frequently when events or changes in economic circumstances indicate that
impairment may have taken place and carries goodwill at cost less accumulated
impairment losses. Assets are grouped together in the smallest group of assets
that generates cash inflows from continuing use that are largely independent
of the cash inflows of other assets or groups of assets (the "cash-generating
unit" or "CGU"). For impairment testing purposes goodwill cannot be allocated
to a CGU that is greater than a reported operating segment. CGUs to which
goodwill has been allocated are aggregated so that the level at which
impairment is tested reflects the lowest level at which goodwill is monitored
for internal reporting purposes. Goodwill acquired in a business combination
is allocated to groups of CGUs that are expected to benefit from the synergies
of the combination. The test for impairment involves comparing the carrying
value of goodwill with the present value of pre-tax cash flows, discounted at
a rate of interest that reflects the inherent risks of the CGU to which the
goodwill relates, or the CGU's fair value if this is higher.
(b) Computer software
Acquired computer software licences are capitalised on the basis of the costs
incurred to acquire and bring to use the specific software. These costs are
amortised on a straight line basis over the expected useful lives (three to
fifteen years).
Costs associated with maintaining computer software programs are recognised as
an expense as incurred.
Costs associated with developing computer software which are assets in the
course of construction, which management has assessed to not be available for
use, are not amortised.
During the year the company developed software for customer relationship
management. Relevant costs have been capitalised accordingly and will be
amortised across its useful economic life.
(c) Other intangibles
Other intangibles include trademarks, customer relationships, broker
relationships, technology and banking licences acquired. These costs are
amortised on a straight line basis over the expected useful lives (three to
fourteen years).
Goodwill Computer software Other intangibles Total
Group £000 £000 £000 £000
Cost
At 1 January 2020 5,202 18,994 2,562 26,758
Additions - 6,392 - 6,392
At 31 December 2020 5,202 25,386 2,562 33,150
On acquisition of AAG - - 4,416 4,416
Additions - 5,100 - 5,100
At 31 December 2021 5,202 30,486 6,978 42,666
Accumulated amortisation
At 1 January 2020 - (5,806) (870) (6,676)
Amortisation charge - (2,582) (246) (2,828)
At 31 December 2020 - (8,388) (1,116) (9,504)
Amortisation charge - (2,715) (583) (3,298)
At 31 December 2021 - (11,103) (1,699) (12,802)
Net book amount
At 31 December 2020 5,202 16,998 1,446 23,646
At 31 December 2021 5,202 19,383 5,279 29,864
Significant management judgements are made in estimations, to evaluate whether
an impairment of goodwill is necessary. Impairment testing is performed at CGU
level and the following two items, with judgements surrounding them, have a
significant impact on the estimations used in determining the necessity of an
impairment charge:
• Future cash flows - Cash flow forecasts reflect management's view of
future business forecasts at the time of the assessment. A detailed three year
budget is done every year and management also uses judgement in applying a
growth rate. The accuracy of future cash flows is subject to a high degree of
uncertainty in volatile market conditions. During such conditions, management
would perform impairment testing more frequently than annually to ensure that
the assumptions applied are still valid in the current market conditions.
• Discount rate - Management also apply judgement in determining the
discount rate used to discount future expected cash flows. The discount rate
is derived from the cost of capital for each CGU.
The recoverable amount of an asset or CGU is the greater of its value in use
and its fair value less costs to sell. There are currently two CGUs (2020:
two) with goodwill attached; the core Arbuthnot Latham CGU (£1.7m) and RAF
CGU (£3.5m).
Management considers the value in use for the Arbuthnot Latham CGU to be the
discounted cash flows over 3 years with a terminal value (2020: 3 years with a
terminal value). The 3 year discounted cash flows with a terminal value are
considered to be appropriate as the goodwill relates to an ongoing well
established business and not underlying assets with finite lives. The terminal
value is calculated by applying a discounted perpetual growth model to the
profit expected in 2024 as per the approved 3 year plan. A growth rate of 3.6%
(2020: 6.2%) was used for income and 4.5% (2020: 7.1%) for expenditure from
2022 to 2024 (these rates were the best estimate of future forecasted
performance), while a 3% (2020: 3%) percent growth rate for income and
expenditure (a more conservative approach was taken for latter years as these
were not budgeted for in detail as per the three year plan approved by the
Board of Directors) was used for cash flows after the approved 3 year plan.
Management considers the value in use for the RAF CGU to be the discounted
cash flows over 3 years with a terminal value. The 3 year discounted cash
flows with a terminal value are considered to be appropriate as the goodwill
relates to an ongoing, well established, business and not underlying assets
with finite lives. The terminal value is calculated by applying a discounted
perpetual growth model to the profit expected in 2024 as per the approved
budget. A growth rate of 3% (2020: 3%) was used (this rate was the best
estimate of future forecasted performance).
The growth rates used are conservative and below the forecast UK growth rate
of 2.5% (forecast baseline average for the following 5 years).
Cash flows were discounted at a pre-tax rate of 12% (2020: 12%) to their net
present value. The discount rate of 12% is considered to be appropriate after
evaluating current market assessments of the time value of money and the risks
specific to the assets or CGUs.
Currently, the value in use and fair value less costs to sell of both CGUs
exceed the carrying values of the associated goodwill and as a result no
sensitivity analysis was performed.
Computer software
Company £000
Cost
At 1 January 2020 7
At 31 December 2020 7
At 31 December 2021 7
Accumulated amortisation
At 1 January 2020 (2)
Amortisation charge (1)
At 31 December 2020 (3)
Amortisation charge (2)
At 31 December 2021 (5)
Net book amount
At 31 December 2020 4
At 31 December 2021 2
29. Property, plant and equipment
Land and buildings comprise mainly branches and offices and are stated at the
latest valuation with subsequent additions at cost less depreciation. Plant
and equipment is stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the
items.
Land is not depreciated. Depreciation on other assets is calculated using the
straight-line method to allocate their cost to their residual values over
their estimated useful lives, applying the following annual rates, which are
subject to regular review:
Leasehold improvements 3 to 20 years
Commercial vehicles Over the lease period
Plant and machinery 5 years
Computer and other equipment 3 to 10 years
Motor vehicles 4 years
Leasehold improvements are depreciated over the term of the lease (until the
first break clause). Gains and losses on disposals are determined by deducting
carrying amount from proceeds. These are included in the Statement of
Comprehensive Income.
Leasehold improvements Commercial vehicles Plant and machinery Computer and other equipment Motor Vehicles Total
Group £000 £000 £000 £000 £000 £000
Cost or valuation
At 1 January 2020 7,388 - - 5,009 91 12,488
Additions 65 - - 618 - 683
Disposals (20) - - (77) - (97)
At 31 December 2020 7,433 - - 5,550 91 13,074
On acquisition of AAG 228 136,418 37 110 193 136,986
Additions 248 35,228 9 398 47 35,930
Disposals (253) (47,362) - (319) (8) (48,256)
Transfer - 33 (33) - - -
At 31 December 2021 7,656 124,317 13 5,739 323 138,048
Accumulated depreciation
At 1 January 2020 (3,778) - - (2,859) (38) (6,675)
Depreciation charge (704) - - (842) (22) (1,568)
Disposals 20 - - 54 - 74
At 31 December 2020 (4,462) - - (3,647) (60) (8,169)
Depreciation charge (753) (30,487) (10) (957) (95) (32,302)
Disposals 253 27,735 7 318 - 28,313
Transfer - (2) 2 - - -
At 31 December 2021 (4,962) (2,754) (1) (4,286) (155) (12,158)
Net book amount
At 31 December 2020 2,971 - - 1,903 31 4,905
At 31 December 2021 2,694 121,563 12 1,453 168 125,890
Computer and other equipment Motor Vehicles Total
Company £000 £000 £000
Cost or valuation
At 1 January 2020 217 91 308
At 31 December 2020 217 91 308
At 31 December 2021 217 91 308
Accumulated depreciation
At 1 January 2020 (86) (38) (124)
Depreciation charge (1) (22) (23)
At 31 December 2020 (87) (60) (147)
Depreciation charge (1) (22) (23)
At 31 December 2021 (88) (82) (170)
Net book amount
At 31 December 2020 130 31 161
At 31 December 2021 129 9 138
30. Right-of-use assets
At inception or on reassessment of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains a lease if the
contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Group
assesses whether:
· the contract involves the use of an identified asset. This may be
specified explicitly or implicitly, and should be physically distinct or
represent substantially all of the capacity of a physically distinct asset. If
the supplier has a substantive substitution right, then the asset is not
identified;
· the Group has the right to obtain substantially all of the
economic benefits from use of the asset throughout the period of use; and
· the Group has the right to direct the use of the asset. The Group
has this right when it has the decision-making rights that are most relevant
to changing how and for what purpose the asset is used.
At inception or on reassessment of a contract that contains a lease component,
the Group allocates the consideration in the contract to each lease component
on the basis of their relative stand-alone prices.
(a) As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore it or its site, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
Practical exemptions
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases of machinery that have a lease term of 12
months or less and leases of low value assets. The Group recognises the lease
payments associated with these leases as an expense on a straight-line basis
over the lease term.
(b) As a lessor
Assets leased to customers under agreements which transfer substantially all
the risks and rewards of ownership, with or without ultimate legal title, are
classified as finance leases. When assets are held subject to finance leases,
the present value of the lease payments is recognised as a receivable. The
difference between the gross receivable and the present value of the
receivable is recognised as unearned finance income. Lease income is
recognised over the term of the lease using the net investment method, which
reflects a constant periodic rate of return.
Assets leased to customers under agreements which do not transfer
substantially all the risks and rewards of ownership are classified as
operating leases. When assets are held subject to operating leases, the
underlying assets are held at cost less accumulated depreciation. The assets
are depreciated down to their estimated residual values on a straight-line
basis over the lease term. Lease rental income is recognised on a straight
line basis over the lease term.
Breakdown of right-of-use assets:
Investment property Properties Equipment Total
Group £000 £000 £000 £000
At 1 January 2020 - 19,490 454 19,944
Additions - 346 - 346
Amortisation - (2,406) (181) (2,587)
At 31 December 2020 - 17,430 273 17,703
Additions - 738 77 815
Amortisation - (2,652) (192) (2,844)
At 31 December 2021 - 15,516 158 15,674
In the year, the Group received £nil (2020: £0.5m) of rental income from
subleasing right-of-use assets through operating leases.
The Group recognised £0.8m (2020: £0.9m) of interest expense related to
lease liabilities. The Group also recognised £0.6m (2020: £0.4m) of expense
in relation to leases with a duration of less than 12 months.
31. Investment property
Investment property is initially measured at cost. Transaction costs are
included in the initial measurement. Subsequently, investment property is
measured at fair value, with any change therein recognised in profit and loss
within other income.
2021 2020
Group £000 £000
Opening balance 6,550 6,763
Fair value adjustment - (213)
At 31 December 2021 6,550 6,550
Crescent Office Park, Bath
In November 2017, a Property Fund, based in Jersey and owned by the Group,
acquired a freehold office building in Bath. The property comprises 25,528
square ft. over ground and two upper floors with parking spaces. The property
was acquired for £6.35m. On the date of acquisition, the property was being
multi-let to tenants and was at full capacity.
In 2017, the Fund was recognised as an asset held for sale under IFRS 5 and
therefore not consolidated in the financial statements. At 31 December 2019 it
was consolidated into the Group as it no longer met the IFRS 5 criteria and is
recognised as an investment property. The Group has elected to apply the fair
value model (see Note 4.1 (c)).
The Group recognised £0.3m (2020: £0.4m) rental income during the year and
incurred £0.08m (2020: £0.03m) of direct operating expenses. The property
remained tenanted during 2021.
32. Deposits from banks
2021 2020
Group £000 £000
240,333 230,090
Deposits from banks include £225m (2020: £225m) obtained through the Bank of
England Term Funding Scheme with additional incentives for small and
medium-sized enterprises ("TFSME"). For a maturity profile of deposits from
banks, refer to Note 7.
33. Deposits from customers
2021 2020
Group £000 £000
Current/demand accounts 1,859,417 1,496,483
Notice accounts 309,488 157,934
Term deposits 668,964 710,790
2,837,869 2,365,207
Included in customer accounts are deposits of £14.7m (2020: £16.4m) held as
collateral for loans and advances. The fair value of these deposits
approximates their carrying value.
For a maturity profile of deposits from customers, refer to Note 6.
34. Other liabilities
2021 2020
Group £000 £000
Trade payables 5,079 1,949
Other creditors 2,027
Accruals and deferred income 14,048 5,657
21,154 7,606
2021 2020
Company £000 £000
Trade payables 234 221
Due to subsidiary undertakings 1,256 2,911
Accruals and deferred income 1,652 427
3,142 3,559
35. Lease liabilities
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Primarily, the Group uses
its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the
following:
· fixed payments, including in-substance payments;
· variable lease payments that depend on an index or a rate,
initially measured using the index or rates as at the commencement date;
· amounts expected to be payable under a residual value guarantee.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in index or rate, if there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in
the statement of comprehensive income if the carrying amount of the
right-of-use asset has been reduced to zero.
Properties Equipment Total
Group £000 £000 £000
At 1 January 2020 20,020 411 20,431
Additions 508 - 508
Interest expense 864 17 881
Lease payments (3,322) (193) (3,515)
At 31 December 2020 18,070 235 18,305
Additions 725 5,139 5,864
Interest expense 807 9 816
Lease payments (3,503) (206) (3,709)
At 31 December 2021 16,099 5,177 21,276
Maturity analysis
2021 2020
Group £000 £000
Less than one year 6,669 3,551
One to five years 8,592 8,830
More than five years 57,893 58,317
Total undiscounted lease liabilities at 31 December 73,153 70,698
Lease liabilities included in the statement of financial position at 31 21,276 18,305
December
Current 5,802 2,766
Non-current 15,474 15,539
36. Debt securities in issue
Issued financial instruments or their components are classified as liabilities
where the contractual arrangement results in the Group having a present
obligation to either deliver cash or another financial asset to the holder.
Financial liabilities, other than trading liabilities at fair value, are
carried at amortised cost using the effective interest rate method as set out
in the policy in Note 3.3(e).
2021 2020
Group and Company £000 £000
Subordinated loan notes 36,772 37,656
Euro subordinated loan notes
The subordinated loan notes were issued on 7 November 2005 and are denominated
in Euros. The principal amount outstanding at 31 December 2021 was
€15,000,000 (2020: €15,000,000). The notes carry interest at 3% over the
interbank rate for three month deposits in euros and are repayable at par in
August 2035 unless redeemed or repurchased earlier by the Company.
The contractual undiscounted amount that will be required to be paid at
maturity of the above debt securities is €15,000,000.
Subordinated loan notes
The subordinated loan notes were issued on 3 June 2019 and are denominated in
Pound Sterling. The principal amount outstanding at 31 December 2021 was £25m
(2020: £25m). The notes carry interest at 7.75% over the three month LIBOR
rate and are repayable at par in June 2029 unless redeemed or repurchased
earlier by the Company. With the discontinuation of LIBOR, the rate charged
will reference to Synthetic LIBOR as administered by ICE Benchmark
Administration Limited.
The contractual undiscounted amount that will be required to be paid at
maturity of the above debt securities is £25m.
37. Contingent liabilities and commitments
Financial guarantees and loan commitments policy
Financial guarantees represent undertakings that the Group will meet a
customer's obligation to third parties if the customer fails to do so.
Commitments to extend credit represent unused portions of authorisations to
extend credit in the form of loans, guarantees or letters of credit. The Group
is theoretically exposed to loss in an amount equal to the total guarantees or
unused commitments. However, the likely amount of loss is expected to be
significantly less; most commitments to extend credit are contingent upon
customers maintaining specific credit standards. Liabilities under financial
guarantee contracts are initially recorded at their fair value, and the
initial fair value is amortised over the life of the financial guarantee.
Subsequently, the financial guarantee liabilities are measured at the higher
of the initial fair value, less cumulative amortisation, and the best estimate
of the expenditure to settle obligations.
Provisions and contingent liabilities policy
Provisions are recognised when the Group has a present legal or constructive
obligation as a result of a past event, it is probable that an outflow of
economic resources will be required from the Group and amounts can be reliably
measured.
Onerous contract provisions are recognised for losses on contracts where the
forecast costs of fulfilling the contract throughout the contract period
exceed the forecast income receivable. In assessing the amount of the loss to
provide on any contract, account is taken of the Group's forecast results
which the contract is servicing. The provision is calculated based on
discounted cash flows to the end of the contract.
Contingent liabilities are disclosed when the Group has a present obligation
as a result of a past event, but the probability that it will be required to
settle that obligation is more than remote, but not probable.
Contingent liabilities
The Group is subject to extensive regulation in the conduct of its business. A
failure to comply with applicable regulations could result in regulatory
investigations, fines and restrictions on some of the Group's business
activities or other sanctions. The Group seeks to minimise this risk through
the adoption and compliance with policies and procedures, continuing to refine
controls over business practices and behaviour, employee training, the use of
appropriate documentation, and the involvement of outside legal counsel where
appropriate.
Capital commitments
At 31 December 2021, the Group had capital commitments of £0.5m (2020:
£0.1m) in respect of a contribution in an equity investment.
Credit commitments
The contractual amounts of the Group's off-balance sheet financial instruments
that commit it to extend credit to customers are as follows:
2021 2020
Group £000 £000
Guarantees and other contingent liabilities 4,560 6,248
Commitments to extend credit:
- Original term to maturity of one year or less 464,390 308,427
468,950 314,675
38. Share capital
Ordinary share capital
Number of shares Share Capital
Group and Company £000
At 1 January 2020 15,279,322 153
At 31 December 2020 & 2021 15,279,322 153
Ordinary non-voting share capital
Number of shares Share Capital
Group and Company £000
At 1 January 2020 152,621 1
At 31 December 2020 & 2021 152,621 1
Total share capital
Number of shares Share Capital
Group and Company £000
At 1 January 2020 15,431,943 154
At 31 December 2020 & 2021 15,431,943 154
(a) Share issue costs
Incremental costs directly attributable to the issue of new shares or options
by Company are shown in equity as a deduction, net of tax, from the proceeds.
(b) Dividends on ordinary shares
Dividends on ordinary shares are recognised in equity in the period in which
they are approved.
(c) Share buybacks
Where any Group company purchases the Company's equity share capital (treasury
shares), the consideration paid, including any directly attributable
incremental costs (net of income taxes) is deducted from equity attributable
to the Company's equity holders until the shares are cancelled or reissued.
The Ordinary shares have a par value of 1p per share (2020: 1p per share). At
31 December 2021 the Company held 409,314 shares (2020: 409,314) in treasury.
This includes 390,274 (2020: 390,274) Ordinary shares and 19,040 (2020:
19,040) Ordinary Non-Voting shares.
39. Reserves and retained earnings
2021 2020
Group £000 £000
Capital redemption reserve 19 19
Fair value reserve 979 (12,690)
Treasury shares (1,299) (1,299)
Retained earnings 201,026 207,839
Total reserves at 31 December 200,725 193,869
The capital redemption reserve represents a reserve created after the Company
purchased its own shares which resulted in a reduction of share capital.
The fair value reserve relates to gains or losses on assets which have been
recognised through other comprehensive income.
2021 2020
Company £000 £000
Capital redemption reserve 19 19
Fair value reserve - (12,164)
Treasury shares (1,299) (1,299)
Retained earnings 153,528 160,721
Total reserves as 31 December 152,248 147,277
40. Share-based payment options
Company - cash settled
Grants were made to Messrs Salmon and Cobb on 14 June 2016 under Phantom
Option Scheme introduced on that date, to acquire ordinary 1p shares in the
Company at 1591p exercisable in respect of 50% on or after 15 June 2019 and in
respect of the remaining 50% on or after 15 June 2021 when a cash payment
would be made equal to any increase in market value.
Under this Scheme, Mr. Salmon and Mr. Cobb were granted a phantom option to
acquire 200,000 and 100,000 ordinary 1p shares respectively in the Company.
The fair value of these options at the grant date was £1m. The first tranche
of the share options has vested, but will lapse if not exercised at 1591p
before 14 June 2023. The second tranche of the share options will not vest as
the performance conditions have not been met, due to the non payment of
dividends. The first tranche of share options remained outstanding at 31
December 2021. The valuation of the share options are considered as level 2
within the fair value hierarchy, with the Group adopting a Black-Scholes
valuation model as adjusted for an attrition rate for members of the scheme
and a probability of pay-out reflecting the risk of not meeting the terms of
the scheme over the vesting period. The number of share options that are
expected to vest are reviewed at least annually. The fair value of the options
as at 31 December 2021 was £0.03m (2020: £0.1m).
On 23 July 2021 Mr. Salmon and Mr. Cobb were granted further phantom options
to subscribe for 200,000 and 100,000 ordinary 1p shares respectively in the
Company at 990p. 50% of each director's individual holding of phantom options
is exercisable at any time after 23 July 2023 and the other 50% is exercisable
at any time after 23 July 2026. All share options awarded 23 July 2021,
regardless of first exercise date, may not be exercised later than 23 July
2028 being the day before the seventh anniversary of the date of grant. The
fair value of the options as at 31 December 2021was £0.09m (2020: £nil).
The performance conditions of the Scheme are that for the duration of the
vesting period, the dividends paid by ABG must have increased in percentage
terms when compared to an assumed dividend of 29p per share in respect of the
financial year ending 31 December 2016, by a minimum of the increase in the
Retail Prices Index during that period.
Also from the grant date to the date the Option is exercised, there must be no
public criticism by any regulatory authority on the operation of ABG or any of
its subsidiaries which has a material impact on the business of ABG.
Options are forfeited if they remain unexercised after a period of more than 7
years from the date of grant. If the participant ceases to be employed by the
Group by reason of injury, disability, ill-health or redundancy; or because
his employing company ceases to be a shareholder of the Group; or because his
employing business is being transferred out of the Group, his option may be
exercised within 6 months after such cessation. In the event of the death of
a participant, the personal representatives of a participant may exercise an
option, to the extent exercisable at the date of death, within 6 months after
the death of the participant.
On cessation of employment for any other reason (or when a participant serves,
or has been served with, notice of termination of such employment), the option
will lapse although the Remuneration Committee has discretion to allow the
exercise of the option for a period not exceeding 6 months from the date of
such cessation.
In such circumstances, the performance conditions may be modified or waived as
the Remuneration Committee, acting fairly and reasonably and taking due
consideration of the circumstances, thinks fit. The number of Ordinary Shares
which can be acquired on exercise will be pro-rated on a time elapsed basis,
unless the Remuneration Committee, acting fairly and reasonably and taking due
consideration of the circumstances, decides otherwise. In determining whether
to exercise its discretion in these respects, the Remuneration Committee must
satisfy itself that the early exercise of an option does not constitute a
reward for failure.
The Remuneration Committee has amended the Scheme Rules due to regulatory
changes to the IFPRU Remuneration Code of the Financial Conduct Authority
since 2016, particularly in relation to material risk takers. A further change
to the Scheme Rules relates to one of the performance conditions, that
relating to the payment of dividends. Whilst the Committee is entitled to vary
any condition in accordance with the Scheme Rules, specific reference has been
added to the Rules to its ability to waive the dividend condition, should it
consider it appropriate as this is an element that is potentially out of the
control of the Board of directors.
The probability of payout has been assigned based on the likelihood of meeting
the performance criteria, which is 100%. The Directors consider that there is
some uncertainty surrounding whether the participants will all still be in
situ and eligible at the vesting date. Therefore the directors have assumed a
15% attrition rate for the share options vesting in June 2021, July 2023 and
July 2026. The attrition rate will increase by 3% per year until the vesting
date. ABG had a cost £0.01m in relation to share based payments during 2021
(2020: £0.1m income), as disclosed in Note 14.
Measurement inputs and assumptions used in the Black-Scholes model are as
follows:
2021 2020
Expected Stock Price Volatility 35.4% 42.7%
Risk Free Interest Rate 0.5% 0.0%
Average Expected Life (in years) 2.03 -
41. Dividends per share
The Directors recommend the payment of a final dividend of 22p (2020: Nil) per
share. This represents total dividends for the year of 59p (2020: Nil),
including: the special dividend of 21p paid on 19 March 2021, being equal to
and in lieu of the dividend that was declared in March 2020 based on the
profits reported in 2019 and which was subsequently withdrawn following the
guidance issued by the PRA at that time; and the second interim dividend of
16p (2020: Nil) paid on 24 September 2021. The final dividend, if approved by
members at the 2022 AGM, will be paid on 31 May 2022 to shareholders on the
register at close of business on 22 April 2022.
42. Cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents
comprises cash on hand and demand deposits, and cash equivalents are deemed
highly liquid investments that are convertible into cash with an insignificant
risk of changes in value with a maturity of three months or less at the date
of acquisition.
2021 2020
Group £000 £000
Cash and balances at central banks (Note 18) 814,692 636,799
Loans and advances to banks (Note 19) 73,444 110,267
888,136 747,066
2021 2020
Company £000 £000
Loans and advances to banks 7,587 15,162
43. Related party transactions
Related parties of the Company and Group include subsidiaries, directors, Key
Management Personnel, close family members of Key Management Personnel and
entities which are controlled, jointly controlled or significantly influenced,
or for which significant voting power is held, by Key Management Personnel or
their close family members.
A number of banking transactions are entered into with related parties in the
normal course of business on normal commercial terms. These include loans and
deposits. Directors and Key Management includes solely Executive and
Non-Executive Directors.
2021 2020
Group - Directors £000 £000
Loans
Loans outstanding at 1 January 502 503
Loans advanced during the year 39 51
Loan repayments during the year (39) -
Transfer to deposits during the year - (52)
Loans outstanding at 31 December 502 502
Interest income earned 1 15
The loans to directors are mainly secured on property, shares or cash and bear
interest at rates linked to base rate. No provisions have been recognised in
respect of loans given to related parties (2020: £nil).
2021 2020
Group - Directors £000 £000
Deposits
Deposits at 1 January 3,928 3,065
Deposits placed during the year 1,709 2,676
Deposits repaid during the year (1,619) (1,761)
Transfer to loans during the year - (52)
Deposits at 31 December 4,018 3,928
Interest expense on deposits - 5
Details of directors' remuneration are given in the Remuneration Report on
pages 43 and 44. The Directors do not believe that there were any other
transactions with key management or their close family members that require
disclosure.
Details of principal subsidiaries are given in Note 44. Transactions and
balances with subsidiaries are shown below:
2021 2020
Highest balance during the year Balance at 31 December Highest balance during the year Balance at 31 December
£000 £000 £000 £000
ASSETS
Due from subsidiary undertakings - Loans and advances to banks 30,879 7,581 15,319 15,155
Due from subsidiary undertakings - Debt securities at amortised cost 24,688 24,367 24,785 24,308
Shares in subsidiary undertakings 159,404 159,404 134,004 133,904
214,971 191,352 174,108 173,367
LIABILITIES
Due to subsidiary undertakings 2,334 1,256 2,911 2,911
2,334 1,256 2,911 2,911
The disclosure of the year end balance and the highest balance during the year
is considered the most meaningful information to represent the transactions
during the year. The above transactions arose during the normal course of
business and are on substantially the same terms as for comparable
transactions with third parties.
The Company undertook the following transactions with other companies in the
Group during the year:
2021 2020
£000 £000
Arbuthnot Latham & Co., Ltd - Recharge of property and IT costs 891 930
Arbuthnot Latham & Co., Ltd - Recharge for costs paid on the Company's 364 3,668
behalf
Arbuthnot Latham & Co., Ltd - Recharge of costs paid on behalf of (2,792) (3,820)
Arbuthnot Latham & Co., Ltd
Arbuthnot Latham & Co., Ltd - Group recharges for shared services (5,560) (4,633)
Arbuthnot Latham & Co., Ltd - Group recharges for liquidity (5,073) (4,904)
Total (12,170) (8,759)
44. Interests in subsidiaries
Investment at cost Net
Company £000 £000
At 1 January 2020 134,004 134,004
Receipt on dissolution of Windward Insurance Company PCC Limited (100) (100)
At 31 December 2020 133,904 133,904
Capital contribution to Arbuthnot Latham & Co., Limited 25,500 25,500
At 31 December 2021 159,404 159,404
2021 2020
Company £000 £000
Subsidiary undertakings:
Bank 157,814 132,314
Other 1,590 1,590
Total 159,404 133,904
(a) List of subsidiaries
Arbuthnot Latham & Co., Limited is the only significant subsidiary of
Arbuthnot Banking Group. Arbuthnot Latham is incorporated in the United
Kingdom, has a principal activity of Private and Commercial Banking and is
100% owned by the Group.
The table below provides details of other subsidiaries of Arbuthnot Banking
Group PLC at 31 December:
% shareholding Country of incorporation
Principal activity
Direct shareholding
Arbuthnot Fund Managers Limited 100.0% UK Dormant
Arbuthnot Investments Limited 100.0% UK Dormant
Arbuthnot Limited 100.0% UK Dormant
Arbuthnot Properties Limited 100.0% UK Dormant
Arbuthnot Unit Trust Management Limited 100.0% UK Dormant
Gilliat Financial Solutions Limited 100.0% UK Dormant
Peoples Trust and Savings Plc 100.0% UK Dormant
Indirect shareholding via intermediate holding companies
Arbuthnot Commercial Asset Based Lending Limited 100.0% UK Asset Finance
Arbuthnot Latham (Nominees) Limited 100.0% UK Dormant
Arbuthnot Latham Real Estate PropCo 1 Limited 100.0% Jersey Property Investment
Arbuthnot Latham Real Estate Holdings Limited* 100.0% UK Property Investment
Arbuthnot Securities Limited 100.0% UK Dormant
Arbuthnot Specialist Finance Limited 100.0% UK Specialist Finance
Asset Alliance Finance Limited** 100.0% UK Commercial Vehicle Financing
Asset Alliance Group Finance No.2 Limited** 100.0% UK Commercial Vehicle Financing
Asset Alliance Group Holdings Limited** 100.0% UK Commercial Vehicle Financing
Asset Alliance Leasing Limited** 100.0% UK Commercial Vehicle Financing
Asset Alliance Limited** 100.0% UK Commercial Vehicle Financing
ATE Truck & Trailer Sales Limited** 100.0% UK Dormant
Forest Asset Finance Limited** 100.0% UK Commercial Vehicle Financing
Hanbury Riverside Limited** 100.0% UK Dormant
John K Gilliat & Co., Limited 100.0% UK Dormant
Pinnacle Universal Limited 100.0% BVI Property Development
Pinnacle Universal Limited 100.0% UK Property Development
Renaissance Asset Finance Limited 100.0% UK Asset Finance
Total Reefer Limited** 100.0% UK Dormant
Valley Finance Limited** 100.0% UK Dormant
* On 22 February 2022, Arbuthnot Latham Real Estate Holdings Limited was
dissolved
** Entities acquired as part of the Asset Alliance Group acquisition on 1 April
2021.
The following Jersey entities were dissolved during the year:
· Arbuthnot Real Estate Investors Limited - dissolved 19 March 2021
· Arbuthnot Latham Real Estate Holdco Limited - dissolved 23 April
2021
· Arbuthnot Real Estate Investors GP 1 Limited - dissolved 30 April
2021
· Arbuthnot Real Estate Investors Funds 1 LP - dissolved 4 May 2021
All the subsidiaries above were 100% owned during the current and prior year
and are unlisted and none are banking institutions. All entities are included
in the consolidated financial statements and have an accounting reference date
of 31 December.
The Jersey entity's registered office is 26 New Street, St Helier, Jersey, JE2
3RA. Pinnacle Universal Limited's (BVI) registered office is 9 Columbus
Centre, Pelican Drive, Road Town, Tortola, BVI. All other entities listed
above have their registered office as 7 Wilson Street, London, EC2M 2SN.
(b) Non-controlling interests in subsidiaries
There were no non-controlling interests at the end of 2021 or 2020.
(c) Significant restrictions
The Group does not have significant restrictions on its ability to access or
use its assets and settle its liabilities other than those resulting from the
supervisory frameworks within which banking subsidiaries operate. The
supervisory frameworks require banking subsidiaries to keep certain levels of
regulatory capital and liquid assets, limit their exposure to other parts of
the Group and comply with other ratios. The carrying amounts of the banking
subsidiary's assets and liabilities are £3.4bn and £3.2bn respectively
(2020: £2.9bn and £2.7bn respectively).
(d) Risks associated with interests
During the year Arbuthnot Banking Group PLC made £25.5m (2020: £nil) capital
contributions to Arbuthnot Latham & Co., Ltd. The contributions were made
to assist the Bank during a period of growth to ensure that all regulatory
capital requirements were met.
45. Operating segments
The Group is organised into nine operating segments as disclosed below:
1) Banking - Includes Private and Commercial Banking. Private Banking -
Provides traditional private banking services.
Commercial Banking - Provides bespoke commercial banking services and
tailored secured lending against property
investments and other assets.
2) Wealth Management - Offering financial planning and investment management
services.
3) Mortgage Portfolios - Acquired mortgage portfolios.
4) RAF - Specialist asset finance lender mainly in high value cars but also
business assets.
5) ACABL - Provides finance secured on either invoices, assets or stock of the
borrower.
6) ASFL - Provides short term secured lending solutions to professional and
entrepreneurial property investors.
7) AAG - Provides vehicle finance and related services, predominantly in the
truck & trailer and bus & coach markets.
8) All Other Divisions - All other smaller divisions and central costs in
Arbuthnot Latham & Co., Ltd (Investment property and
Central costs)
9) Group Centre - ABG Group management.
During the year the Group started to report the Wealth Management sector
separate from the Banking sector. This is the level at which management
decisions are made and how the Group will manage the overall business sectors
going. The comparative numbers for the Banking division have therefore been
restated to exclude the Wealth Management sector.
Transactions between the operating segments are on normal commercial terms.
Centrally incurred expenses are charged to operating segments on an
appropriate pro-rata basis. Segment assets and liabilities comprise loans and
advances to customers and customer deposits, being the majority of the balance
sheet.
Banking Wealth Management Mortgage Portfolios RAF ACABL ASFL AAG All Other Divisions Group Centre Total
Year ended 31 December 2021 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Interest revenue 48,281 - 6,805 8,300 8,010 803 190 4,713 22 77,124
Inter-segment revenue - (22) (22)
Interest revenue from external customers 48,281 - 6,805 8,300 8,010 803 190 4,713 - 77,102
Fee and commission income 2,747 10,563 - 166 4,308 7 - 681 18,472
Revenue - - - - - - 68,673 - - 68,673
Revenue from external customers 51,028 10,563 6,805 8,466 12,318 810 68,863 5,394 - 164,247
Interest expense (3,270) - (2,070) (2,371) (2,699) (225) (2,591) 2,842 (201) (10,585)
Cost of goods sold - - - - - - (62,196) - - (62,196)
Add back inter-segment revenue - 22 22
Subordinated loan note interest (2,464) (2,464)
Fee and commission expense (265) - - - (84) - - - (349)
Segment operating income 47,493 10,563 4,735 6,095 9,535 585 4,076 8,236 (2,643) 88,675
Impairment losses 354 - (186) (2,292) (50) (21) (1,001) - (3,196)
Gain from a bargain purchase 8,626 - 8,626
Other income - - 2,239 78 - - - 2,081 (443) 3,955
Operating expenses (41,315) (12,684) (1,154) (3,943) (4,748) (1,590) (7,872) (12,570) (7,546) (93,422)
Segment profit / (loss) before tax 6,532 (2,121) 5,634 (62) 4,737 (1,026) 3,829 (2,253) (10,632) 4,638
Income tax (expense) / income - - - 52 - - - 2,105 (9) 2,148
Segment profit / (loss) after tax 6,532 (2,121) 5,634 (10) 4,737 (1,026) 3,829 (148) (10,641) 6,786
Loans and advances to customers 1,396,048 - 178,082 97,113 182,122 10,096 - 19,000 (11,500) 1,870,961
Assets available for lease - - - - - - 121,563 - - 121,563
Other assets - - - - - - - 1,369,014 (2,671) 1,366,343
Segment total assets 1,396,048 - 178,082 97,113 182,122 10,096 - 1,388,014 (14,171) 3,358,867
Customer deposits 2,655,454 - - - - - - 201,495 (19,080) 2,837,869
Other liabilities - - - - - - - 306,064 14,055 320,119
Segment total liabilities 2,655,454 - - - - - - 507,559 (5,025) 3,157,988
Other segment items:
Capital expenditure - - - - - - - (41,030) - (41,030)
Depreciation and amortisation - - - - - - - (35,575) (25) (35,600)
The "Group Centre" segment above includes the parent entity and all
intercompany eliminations.
Banking Wealth Management Mortgage Portfolios RAF ACABL ASFL All Other Divisions Group Centre Total
Year ended 31 December 2020 £000 £000 £000 £000 £000 £000 £000 £000 £000
Interest revenue 44,837 - 10,353 8,687 4,316 782 6,107 54 75,136
Inter-segment revenue - (54) (54)
Interest revenue from external customers 44,837 - 10,353 8,687 4,316 782 6,107 - 75,082
Fee and commission income 2,304 9,316 - 131 2,443 4 537 14,735
Revenue from external customers 47,141 9,316 10,353 8,818 6,759 786 6,644 - 89,817
Interest expense (2,798) - (4,402) (2,666) (1,584) (246) (2,718) (200) (14,614)
Add back inter-segment revenue - 54 54
Subordinated loan note interest - - - - - - - (2,464) (2,464)
Fee and commission expense (251) - - (1) (40) (1) - - (293)
Segment operating income 44,092 9,316 5,951 6,151 5,135 539 3,926 (2,610) 72,500
Impairment losses (1,576) - (115) (1,154) - (4) - (2,849)
Other income - - - 73 - - 1,445 (840) 678
Operating expenses (38,411) (11,096) (1,624) (2,975) (3,130) (1,547) (6,680) (5,956) (71,419)
Segment profit / (loss) before tax 4,105 (1,780) 4,212 2,095 2,005 (1,012) (1,309) (9,406) (1,090)
Income tax (expense) / income - - - (441) - - 1,420 (1,221) (242)
Segment profit / (loss) after tax 4,105 (1,780) 4,212 1,654 2,005 (1,012) 111 (10,627) (1,332)
Loans and advances to customers 1,133,799 - 268,827 91,927 87,331 5,964 11,501 (11,500) 1,587,849
Other assets - - - - - - 1,255,689 9,998 1,265,687
Segment total assets 1,133,799 - 268,827 91,927 87,331 5,964 1,267,190 (1,502) 2,853,536
Customer deposits 2,159,160 - - - - - 232,701 (26,654) 2,365,207
Other liabilities - - - - - - 280,533 13,773 294,306
Segment total liabilities 2,159,160 - - - - - 513,234 (12,881) 2,659,513
Other segment items:
Capital expenditure - - - - - - (7,075) - (7,075)
Depreciation and amortisation - - - - - - (4,373) (23) (4,396)
Segment profit is shown prior to any intra-group eliminations.
Prior year numbers have been represented (splitting out Wealth Management from
Banking) according to the 2020 operating segments reported to management. The
Banking division had a branch in Dubai, which generated £1.7m (2020: £4.1m)
of income and had direct operating costs of £1.3m (2020: £2.5m). All Dubai
branch income was booked in the UK. Other than the Dubai branch, all
operations of the Group are conducted wholly within the United Kingdom and
geographical information is therefore not presented. The Dubai branch was
closed in May 2021.
46. Country by Country Reporting
Article 89 of the EU Directive 2013/36/EU otherwise known as the Capital
Requirements Directive IV ('CRD IV') was implemented into UK domestic
legislation through statutory instrument 2013 No. 3118, the Capital
Requirements (Country-by-Country Reporting) Regulations 2013 (the
Regulations), which were laid before the UK Parliament on 10 December 2013 and
which came into force on 1 January 2014.
Article 89 requires credit institutions and investment firms in the EU to
disclose annually, specifying, by Member State and by third country in which
it has an establishment, the following information on a consolidated basis for
the financial year: name, nature of activities, geographical location,
turnover, number of employees, profit or loss before tax, tax on profit or
loss and public subsidies received.
FTE Profit/(loss)
31 December 2021 Turnover employees before tax Tax paid
Location £m Number £m £m
UK 88.7 601 5.2 -
Dubai - 6 (0.6) -
FTE Profit/(loss)
31 December 2020 Turnover employees before tax Tax paid
Location £m Number £m £m
UK 72.5 500 (0.5) 0.3
Dubai - 14 (0.6) -
The Dubai branch income is booked through the UK, hence the turnover is nil in
the above analysis. Offsetting this income against Dubai branch costs would
result in a £0.4m profit (2020: £1.7m). No public subsidies were received
during 2021 or 2020.
Following a strategic review of the Group's operations, the Dubai branch was
closed in May 2021.
47. Ultimate controlling party
The Company regards Sir Henry Angest, the Group Chairman and Chief Executive
Officer, who has a beneficial interest in 56.1% of the issued share capital of
the Company, as the ultimate controlling party. Details of his remuneration
are given in the Remuneration Report and Note 43 of the consolidated financial
statements includes related party transactions with Sir Henry Angest.
48. Events after the balance sheet date
There were no material post balance sheet events to report.
Five Year Summary
2017 2018 2019 2020 2021
£000 £000 £000 £000 £000
Profit / (loss) for the year after tax 6,523 (20,033) 6,176 (1,332) 6,786
Profit / (loss) before tax from continuing operations 2,534 6,780 7,011 (1,090) 4,638
Total Earnings per share
Basic (p) 43.9 (134.5) 41.2 (8.9) 45.2
Earnings per share from continuing operations
Basic (p) 14.0 38.0 41.2 (8.9) 45.2
Dividends per share (p) - ordinary 33.0 35.0 37.0 - 38.0
- special - - - - 21.0
Other KPI:
2017 2018 2019 2020 2021
£000 £000 £000 £000 £000
Net asset value per share (p) 1,547.0 1,282.5 1,363.5 1,269.8 1,314.7
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