TIDM83NF
RNS Number : 0793C
Natwest Markets PLC
18 February 2022
NatWest Markets Plc 18 February 2021
Annual Report and Accounts 2021
A copy of the Annual Report and Accounts 2021 for NatWest
Markets Plc will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
document will be available on NatWest Group plc's website at
https://investors.natwestgroup.com/reports-archive
For further information, please contact: Media Relations
+44 (0) 131 523 4205
Investor relations Amanda Hausler NatWest Markets Plc Investor
Relations
+44 (0) 207 085 6448
For the purpose of compliance with the Disclosure Guidance and
Transparency Rules, this announcement also contains risk factors
extracted from the Annual Report and Accounts 2021 in full unedited
text. Page references in the text refer to page numbers in the
Annual Report and Accounts 2021.
Principal Risks and Uncertainties
Set out below are certain risk factors that could adversely
affect NWM Group's future results, its financial condition and
prospects and cause them to be materially different from what is
forecast or expected, and directly or indirectly impact the value
of its securities in issue. These risk factors are broadly
categorised and should be read in conjunction with other sections
of this annual report, including the forward-looking statements
section, the strategic report and the risk and capital management
section. They should not be regarded as a complete and
comprehensive statement on its own of all potential risks and
uncertainties facing NWM Group. The COVID-19 pandemic may
exacerbate any of the risks described below.
Economic and political risk
The impact of the COVID-19 pandemic and related uncertainties
continue to affect the UK, global economies and financial markets
and NWM Group's customers, as well as its competitive environment,
which may continue to have an adverse effect on NWM Group.
In many countries, including the UK (NWM Group's most
significant market), the COVID-19 pandemic has, at times, resulted
in the imposition of strict social distancing measures,
restrictions on non-essential activities and travel quarantines, in
an attempt to slow the spread and reduce the impact of the COVID-19
pandemic.
Despite widespread COVID-19 vaccination within the geographical
regions in which NWM Group operates, the proliferation of COVID-19
variants continues to affect the UK and global economies. Further
waves of infection or the spread of new strains may result in
renewed restrictions in affected countries and regions. As a
result, significant uncertainties remain as to how long the impact
of the COVID-19 pandemic will last, and how it will continue to
affect the global economy.
In response to the COVID-19 pandemic, central banks,
governments, regulators and legislatures in the UK and elsewhere
have offered unprecedented levels of support and various schemes to
assist impacted businesses and individuals. This has included forms
of financial assistance and legal and regulatory initiatives. Many
of these support schemes have now been curtailed. However,
uncertainty remains as to the impact of the ending or tapering of
these schemes and the repayment of the loans involved on customers,
the economic environment and NWM Group. Moreover, it is unclear as
to how any further measures, such as rising interest rates and
inflation, may affect NWM Group's business and performance.
The COVID-19 pandemic has prompted many changes that may prove
to be permanent shifts in customer behaviour and economic activity,
such as changes in spending patterns and significantly more people
working from home. These changes may have long-lasting impacts on
asset prices, the economic environment and its customers' financial
needs.
Uncertainties relating to the COVID-19 pandemic has made
reliance on analytical models, planning and forecasting for NWM
Group more complex, and may result in uncertainty impacting the
risk profile of NWM Group and/or that of the wider banking
industry. The medium and long-term implications of the COVID-19
pandemic for NWM Group customers, and the UK and global economies
and financial markets remain uncertain.
Any of the above may have a negative impact on NWM Group.
NWM Group faces continued economic and political risks and
uncertainty in the UK and global markets.
The value of NWM Group's financial instruments may be materially
affected by market risk, including as a result of market
fluctuations. Market volatility, illiquid market conditions and
disruptions in the credit markets may make it extremely difficult
to value certain of NWM Group's financial instruments, particularly
during periods of market displacement. This could cause a decline
in the value of NWM Group's financial instruments. This may have an
adverse effect on NWM Group's results of operations in future
periods, or cause inaccurate carrying values for certain financial
instruments. Similarly, NWM Group trades a considerable amount of
financial instruments (including derivatives) and volatile market
conditions could result in a significant decline in NWM Group's net
trading income or result in a trading loss.
In addition, financial markets are susceptible to severe events
evidenced by rapid depreciation in asset values, which may be
accompanied by a reduction in asset liquidity. Under these extreme
conditions, hedging and other risk management strategies may not be
as effective at mitigating trading losses as they would be under
more normal market conditions. Moreover, under these conditions,
market participants are particularly exposed to trading strategies
employed by many market participants simultaneously and on a large
scale, increasing NWM Group's counterparty risk. NWM Group's risk
management and monitoring processes seek to quantify and mitigate
NWM Group's exposure to extreme market moves. However, severe
market events have historically been difficult to predict and NWM
Group could realise significant losses if extreme market events
were to occur.
The outlook for the global economy over the medium-term remains
uncertain due to a number of factors including: the COVID-19
pandemic, societal inequalities and changes, trade barriers and the
increased possibility and/or continuation of trade wars, widespread
political instability (including as a result of populism and
nationalism, which may lead to protectionist policies, state and
privately sponsored cyber and terrorist acts or threats, efforts to
destabilise regimes or armed conflict), changes in inflation and
interest rates (including negative interest rates), supply chain
disruption, climate, environmental, social and other
sustainability-related risks and global regional variations in the
impact and responses to these factors.
These conditions could be worsened by a number of factors
including macro-economic deterioration, increased instability in
the global financial system and concerns relating to further
financial shocks or contagion (for example, due to economic
concerns in emerging markets), market volatility or fluctuations in
the value of the pound sterling, new or extended economic
sanctions, volatility in commodity prices or concerns regarding
sovereign debt. This may be compounded by the changing demographics
of the populations in the markets that NWM Group serves, increasing
inequalities, or rapid change to the economic environment due to
the adoption of technology and artificial intelligence. Any of the
above developments could adversely impact NWM Group directly (for
example, as a result of credit losses) or indirectly (for example,
by impacting global economic growth and financial markets and NWM
Group's clients and their banking needs).
In addition, NWM Group is exposed to risks arising out of
geopolitical events or political developments, such as exchange
controls, and other measures taken by sovereign governments that
may hinder economic or financial activity levels.
Furthermore, unfavourable political, military or diplomatic
events, including secession movements or the exit of other member
states from the EU, armed conflict, pandemics and widespread public
health crises (including the current COVID-19 pandemic and any
future epidemics or pandemics), state and privately sponsored cyber
and terrorist acts or threats, and the responses to them by
governments and markets, could negatively affect the business and
performance of NWM Group, including as a result of the indirect
effect on regional or global trade and/or NWM Group's
customers.
NatWest Group faces political uncertainty in Scotland as a
result of a possible second Scottish independence referendum.
Independence may impact NWM Group since NatWest Group plc and other
NatWest Group entities (including NWM Plc) are incorporated in
Scotland. Any changes to Scotland's relationship with the UK or the
EU would impact the environment in which NatWest Group and its
subsidiaries operate, and may require further changes to NatWest
Group (including NWM Group's structure), independently or in
conjunction with other mandatory or strategic structural and
organisational changes which, any of which could adversely impact
NWM Group.
Any of the above may have a negative effect on NWM Group.
Continuing uncertainty regarding the effects and extent of the
UK's post Brexit divergence from EU laws and regulation, and NWM
Group's post Brexit EU operating model may continue to adversely
affect NWM Group and its operating environment.
The UK ceased to be a member of the EU and the European Economic
Area ('EEA') on 31 January 2020 ('Brexit') and the 2020 EU-UK Trade
and Cooperation Agreement ('TCA') ended the transition period on 31
December 2020. The TCA provides for free trade between the UK and
EU with zero tariffs and quotas on all goods that comply with the
appropriate rules of origin, with minimal coverage. However, for
financial services, UK-incorporated financial services providers no
longer have EU passporting rights and there is no mutual
recognition regime. Financial services may largely be subject to
individual equivalence decisions by relevant regulators. A number
of temporary equivalence decisions have been made that cover
certain services offered by NWM Group. The EU's equivalence regime
does not cover most lending and deposit taking, and determinations
in respect of third countries have not, to date, covered the
provision of most investment services. In addition, equivalence
determinations do not guarantee permanent access rights and can be
withdrawn with short notice. The TCA is accompanied by a Joint
Declaration on financial services, which sets out an intention for
the EU and UK to cooperate on matters of financial regulation and
to agree a Memorandum of Understanding, which has yet to be signed.
In late 2021 the European Commission proposed draft legislation
that would require non-EU firms to establish a branch or subsidiary
in the EU before providing "banking services" in the EU. If these
proposals become law all "banking services" will be licensable
activities in each EU member state and member states will not be
permitted to offer bilateral permissions to financial institutions
outside the EU allowing them to provide "banking services" in the
EU. Uncertainty remains as to whether "banking services" will also
include investment products. Furthermore, failure to extend
existing equivalence determinations, exemptions and derogations in
relation to regulations such as margin and clearing regulations or
capital regulations, may have a negative impact on customer
engagement and/or may significantly negatively impact the operating
model and business operations of NWM Group.
NatWest Group continues to evaluate its post Brexit EU operating
model, making adaptations as necessary. NatWest Group also
continues to assess where NatWest Group companies can obtain
bilateral regulatory permissions to facilitate intragroup
transactions and/or to permit business to continue from its UK
entities, transferring what cannot be continued to be rendered from
the UK to an EEA subsidiary or branch, where permitted. Where these
regulatory permissions are temporary or are withdrawn, a different
approach may need to be taken or may result in a change in
operating model or some business being ceased. Not all NatWest
Group entities have applied for bilateral regulatory permissions
and instead intend to move EEA business to an EEA licensed
subsidiary or branch. There is a risk that these EEA licenses may
not be granted or may be withdrawn, and where these permissions are
not obtained, further changes to NatWest Group's operating model
may be required or some business may need to be ceased. In
addition, failure to obtain required regulatory permissions or
licences in one part of NatWest Group may impact other parts of
NatWest Group adversely. Certain permissions are required in order
to maintain the ability to clear euro payments. Other permissions,
including the ability to have two intermediate EU parent
undertakings, would allow NatWest Group to continue to serve EEA
customers from both the ring-fenced and non-ring-fenced banking
entities. As described in 'NWM Group has been in a period of
significant structural and other change, including as a result of
NatWest Group's purpose-led strategy (including the NWM Refocusing)
and may continue to be subject to significant structural and other
change', NWM Group expects that NatWest Group's Transfer Business
will be transferred from the ring-fenced subgroup of NatWest Group
to NWM Group. Transferring business to an EEA based subsidiary is a
complex exercise and involves legal, regulatory and execution
risks, and could result in a loss of business and/or customers or
greater than expected costs. The changes to NatWest Group's and NWM
Group's operating model have been costly and further changes to its
business operations, product offering and customer engagement could
result in further costs and operating complexity. Any of the above
could, in turn, negatively impact NWM Group.
The long-term effects of Brexit and the uncertainty regarding
NWM Group's EU operating model may have a negative impact on NWM
Group's business. These may be exacerbated by wider global
macro-economic trends and events, particularly COVID-19 pandemic
related uncertainties, which may significantly impact NWM Group and
its customers and counterparties who are themselves dependent on
trading with the EU or personnel from the EU. They may exacerbate
the global macro-economic impacts on the UK, the Republic of
Ireland ('ROI') and the rest of the EU/EEA.
Significant uncertainties remain as to the extent to which
EU/EEA laws will diverge from UK law (including bank regulation),
whether and what equivalence determinations will be made by the
various regulators, whether the proposed EEA licensed subsidiary is
granted a banking licence, whether banking services will be
harmonised across the EEA and, therefore, what the respective legal
and regulatory arrangements will be, under which NWM Group and its
subsidiaries will operate. This divergence could lead to further
market fragmentation. These risks and uncertainties may require
costly changes to NWM Group's EU operating model. The legal and
political uncertainty, and any actions taken as a result of this
uncertainty, as well as the approach taken by regulators and new or
amended rules, could have a significant adverse impact on NWM
Group's businesses, non-UK operations and/or legal entity
structure, including attendant operating, compliance and costs,
level of impairments, capital requirements, changes to intragroup
arrangements, increased complexity, regulatory environment and tax
implications and as a result may adversely impact NWM Group's
profitability, competitive position, business model and product
offering.
Changes in interest rates have affected and will continue to
affect NWM Group's business and results.
NWM Group is affected by interest rate risk. Monetary policy has
been accommodative in recent years including initiatives
implemented by the Bank of England and HM Treasury, such as the
Term Funding Scheme with additional incentives for SMEs ('TFSME'),
which have helped to support demand at a time of pronounced fiscal
tightening and balance sheet repair. However, market expectations
are currently that benchmark interest rates such as UK base rate,
could begin to rise further and faster than had been anticipated
previously and that this could be accompanied by other measures to
reverse accommodative policy, such as quantitative tightening.
While increases in medium term swap rates may support the yield
of NWM Group's equity structural hedge, sharp rises could have
macroeconomic effects that lead to adverse outcomes for the
business or customers. For example, they could lead to generally
weaker than expected growth, or even contracting GDP, reduced
business confidence and higher levels of unemployment or
underemployment, all of which could have an adverse effect on NWM
Group's business, results of operations and outlook. Conversely,
decreases in interest rates and/or continued sustained low, zero or
negative interest rates would be expected to put pressure on NWM
Group's interest income and profitability.
Unexpected moves in interest rates will also affect valuations
of assets and liabilities that are recognised at fair value on the
balance sheet. Changes in these valuations may be adverse.
Unexpected movements in spreads between key benchmark rates could
have adverse impacts and also adversely affect NWM Group's
financial position. Finally, changes in interest rates and
inflation may adversely affect the income from NWM Group's dealing
activity.
Changes in foreign currency exchange rates may affect NWM
Group's results and financial position.
Decisions of major central banks (including the Bank of England,
the European Central Bank and the US Federal Reserve) and political
or market events which are outside NWM Group's control, may lead to
sharp and sudden variations in foreign exchange rates.
As part of NatWest Group's strategy, NWM Group is now the
markets business for NatWest Group, and is engaged principally in
offering risk management, trading solutions and debt financing to
financial institutions and UK and European corporate customers. NWM
Group entities issue instruments in foreign currencies that assist
in meeting their respective capital and/or MREL requirements. In
addition, NWM Plc has exposure to foreign exchange movements from
the provision of foreign currency products to its clients and
particularly to euro movements via its subsidiary, NWM NV, USD via
its subsidiary NWMSI in addition to further investments in other
currencies in overseas operations. In its day-to-day operations,
NWM Group maintains policies and procedures designed to manage the
impact of exposures to fluctuations in currency rates.
Nevertheless, changes in currency rates, particularly in the
sterling-US dollar and euro-sterling exchange rates, can adversely
affect the value of assets, liabilities (including the total amount
of MREL-eligible instruments), foreign exchange dealing activity,
income and expenses, RWAs and hence the reported earnings and
financial condition of NWM Group.
HM Treasury (or UKGI on its behalf) could exercise a significant
degree of influence over NatWest Group and NWM Group is controlled
by NatWest Group.
In its March 2021 Budget, the UK Government announced its
intention to continue the process of privatisation of NatWest Group
plc and to carry out a programme of sales of NatWest Group plc
ordinary shares with the objective of selling all of its remaining
shares in NatWest Group plc by 2025-2026. As a result of a directed
buyback of NatWest Group plc shares by NatWest Group plc from UK
Government Investments Limited ('UKGI') in March 2021, sales of
NatWest Group plc shares by UKGI by accelerated bookbuild in May
2021 and purchases made under NatWest Group plc's on-market buyback
program announced in July 2021, as at 11 February 2022, the UK
Government held 50.94% of the issued share capital with voting
rights of NatWest Group plc. In addition to the GBP750 million
on-market buyback announced on 18 February 2022, NatWest Group may
participate in further directed or on-market buybacks in the
future. The timing, extent and continuation of UKGI's sell-downs is
uncertain, which could result in a prolonged period of increased
price volatility on NatWest Group plc's ordinary shares.
HM Treasury has indicated that it intends to respect the
commercial decisions of NatWest Group and that NatWest Group
entities (including NWM Group) will continue to have its own
independent board of directors and management team determining
their own strategy. However, for as long as HM Treasury remains
NatWest Group plc's, as the largest single shareholder, and UKGI
(as manager of HM Treasury's shareholding) could exercise a
significant degree of influence over the election of directors and
appointment of senior management, NatWest Group's (including NWM
Group's) capital strategy, dividend policy, remuneration policy or
the conduct of NatWest Group's operations, amongst others. HM
Treasury or UKGI's approach depends on government policy, which
could change, including as a result of a general election. The
manner in which HM Treasury or UKGI exercises HM Treasury's rights
as the largest single shareholder of NatWest Group could give rise
to conflicts between the interests of HM Treasury and the interests
of other shareholders, including as a result of a change in
government policy. The exertion of such influence over NatWest
Group could in turn have an adverse effect on the governance or
business strategy of NWM Group.
In addition, NWM Plc is a wholly owned subsidiary of NatWest
Group plc, and NatWest Group plc therefore controls NWM Group's
board of directors, corporate policies and strategic direction. The
interests of NatWest Group plc as an equity holder and as NWM
Group's parent may differ from the interests of NWM Group or of
potential investors in NWM Group's securities.
Strategic risk
NWM Group has been in a period of significant structural and
other change, including as a result of NatWest Group's purpose-led
strategy (including the NWM Refocusing) and may continue to be
subject to significant structural and other change.
In February 2020, NatWest Group announced its 'purpose-led
strategy', which is focused on becoming a purpose-led business
designed to champion potential, and to help individuals, families
and businesses to thrive. This strategy has required, and continues
to require, changes in NWM Group's business, including an increased
focus on serving NatWest Group's corporate and institutional
customer base. To date, NWM Group has implemented this strategy
through its 'NWM Refocusing' initiative by simplifying its
operating model and technology platform, as well as reducing its
cost base and capital requirements. The implementation of the NWM
Refocusing has been a complex process and although substantial
progress has been made, the risk remains that this strategy may not
result in the contemplated business outcome.
On 27 January 2022, NatWest Group announced that, in order to
further support its customers' growth ambitions and deliver on the
next phase of its strategy, it is evolving its Commercial, NatWest
Markets and RBS International businesses to form a single franchise
to best support its customers across the full non-personal customer
lifecycle. The transition is expected to begin over the coming
months and be effective from July 2022. Any of the above may result
in material execution, commercial and operational (including
compliance with the UK ring-fencing regime) risks for NWM Group and
NWM Group may continue to be subject to significant structural and
other change.
As part of the NWM Refocusing, NWM Group has directed resources
to emphasising and growing product capability in the areas of
importance to NatWest Group's corporate and institutional
customers, including the Fixed Income and Capital Markets
businesses, and has refocused its Rates business to best serve its
core customers. As a result of focusing further on NatWest Group
core corporate customers, NWM Group's prospects are becoming
further dependent on the success and strategy of NatWest Group.
In addition, to improve efficiencies and best serve customers,
including in light of Brexit planning, NWM Group expects that
certain assets, liabilities, transactions and activities of NatWest
Group (including NatWest Group's Western European corporate
portfolio, principally including term funding and revolving credit
facilities) (the 'Transfer Business'), will be transferred from the
ring-fenced subgroup of NatWest Group to NWM Group on a rolling
basis, subject to certain regulatory and customer requirements. The
timing and quantum of such transfers remains uncertain and NWM
Group can give no assurance as to the full impact of such
transactions on its go-forward results of operations. As a result,
NWM Group's business, results of operations and outlook could be
adversely affected.
NWM Group's ability to serve its customers may be diminished by
the changed business strategy as a result of the NWM Refocusing. In
addition, customer reactions to the changed nature of NWM Group's
business model may be more adverse than expected and previously
anticipated revenue and profitability levels (including, for
example, in relation to income from the Rates business) may not be
achieved in the timescale envisaged or at all. An adverse
macroeconomic environment, including due to the COVID-19 pandemic,
heightened inflation and rising interest rates, continued political
and regulatory uncertainty, market volatility and/or strong market
competition may also pose significant challenges to the achievement
of the anticipated targets and goals of the NWM Refocusing.
As part of the NWM Refocusing, NWM Group has accepted a number
of financial, capital and operational targets and expectations,
which entail further reductions to its wider cost base. In addition
to requiring cost reductions within NWM Group, this could affect
the cost and scope of NatWest Group's provision of services to NWM
Group, which individually or collectively may impact NWM Group's
competitive position and its ability to meet its other targets.
The financial, operational and capital targets and expectations
envisaged by the NWM Refocusing may not be met or maintained in the
timeframes expected or at all. In addition, targets and
expectations for NWM Group are based on management plans,
projections and models, and are subject to a number of key
assumptions and judgments, any of which may prove to be inaccurate.
The significant scale and scope of the changes implemented (and
those that remain to be implemented) as a result of the NWM
Refocusing may continue to entail operational, IT system, culture,
conduct, business and financial risks to NWM Group.
The NWM Refocusing requires NWM Group to meet cost reduction
targets, including through head-count reductions and redirecting
investment from certain business areas to others, which could
affect NWM Group's long-term prospects, product offering or
competitive position and its ability to meet its other targets and
commitments. A significant proportion of the cost savings are
dependent on simplification of the IT systems and therefore may not
be realised in full if IT capabilities are not delivered in line
with assumptions. These risks are expected to continue to last for
at least the medium term.
The NWM Refocusing is expected to result in, and the refocused
NWM Group continues to face, increased people risk through the loss
of key staff, the recalibration of roles and loss of institutional
knowledge. This, combined with the prolonged COVID-19 pandemic,
continues to impact NWM Group's culture and morale. The remaining
parts of the NWM Refocusing and other structural changes may
continue to be resource-intensive and disruptive, and may divert
management resources. In addition, the scale of changes that have
been concurrently implemented require the implementation and
application of robust governance and controls frameworks and robust
IT systems. There is a risk that NWM Group may not be successful in
maintaining such governance and control frameworks and IT systems.
Moreover, whether the NWM Refocusing and further structural changes
are successful will depend on how the NWM resulting business is
perceived by NWM Group's customers, regulators, rating agencies,
stakeholders and the wider market, how it impacts its business, and
NWM Group's ability to retain employees required to deliver its
go-forward strategic priorities.
NWM Group has implemented a shared services model and entered
into revenue share agreements with some entities within NatWest
Group's ring-fenced sub-group (including NatWest Bank Plc, The
Royal Bank of Scotland Plc and Ulster Bank Ireland DAC). NWM Group
therefore relies directly or indirectly on NatWest Group entities
to provide services to itself and its clients. A failure of NWM
Group to receive these services (on a cost-effective basis or at
all) may result in operational risk. See, 'Operational risks
(including reliance on third party suppliers and outsourcing of
certain activities) are inherent in NWM Group's businesses'.
The changed nature of NWM Group's business may also adversely
affect the credit rating assigned to NWM Plc and certain of its
subsidiaries (including NWM NV) or any of their respective debt
securities, which could adversely affect the availability and cost
of funding for NWM Group and negatively impact NWM Group's
liquidity position.
Each of the risks identified in this risk factor, individually
or collectively could adversely impact NWM Group's products and
services offering or office locations, reputation with customers or
business model and adversely impact NWM Group's ability to deliver
its strategy and the anticipated benefits thereof and meet its
targets and guidance. Any of the above could in turn have a
material adverse effect on NWM Group's business, results of
operations and outlook.
While NWM Group has made substantial progress in implementing
the NWM Refocusing, aspects of the NWM Refocusing and other
structural changes that are still to be implemented entail further
execution, commercial, operational and other risks. As a result,
there is a risk that the NWM Refocusing and other structural change
may not be successful, or that the business resulting from the NWM
Refocussing and other structural changes may not be a viable,
competitive or profitable business.
Trends relating to the COVID-19 pandemic may adversely affect
NWM Group's strategy and impair its ability to meet its targets and
strategic objectives.
The trajectory of the COVID-19 pandemic's impact on the UK and
global economy and NWM Group remain uncertain. If trends relating
to the COVID-19 pandemic negatively impact the UK and global
economy, NWM Group may be unable to meet its financial, capital and
operational targets and expectations.
Whilst NWM Group, as part of NatWest Group, remains committed to
its cost reduction targets, achieving the planned reductions in an
environment affected by the COVID-19 pandemic may be more
challenging and may require additional savings to be made in a
manner that may increase certain operational risks and could impact
productivity and competitiveness within NWM Group and which may
have an adverse effect on NWM Group.
It is uncertain as to how the broader macroeconomic business
environment and societal norms may be impacted by the COVID-19
pandemic, causing significant wider societal changes. For example,
one of the most notable effects of the COVID-19 pandemic has been
its disproportionate impact on the most vulnerable groups of
society and concerns about systemic racial biases and social
inequalities.
In addition, the COVID-19 pandemic has accelerated existing
economic trends that may radically change the way businesses are
run and people live their lives. These trends include
digitalisation, decarbonisation, automation, e-commerce and agile
working, each of which has resulted in significant market
volatility in asset prices. There is also increased investor,
regulatory and customer scrutiny regarding how businesses address
these changes and related climate, environmental, social,
governance and other sustainability issues including tackling
inequality, working conditions, workplace health, safety and
wellbeing, diversity and inclusion, data protection and management,
workforce management, human rights and supply chain management. Any
failure or delay by NWM Group to successfully adapt its business
strategy and to establish and maintain effective governance,
procedures, systems and controls in response to these changes, and
to manage emerging climate, environmental, social and other
sustainability-related risks and opportunities, may have a material
adverse impact on NWM Group's reputation, business, results of
operations, outlook and the value of NWM Group's securities. See
also, '- Any failure by NWM Group to implement effective and
compliant climate change resilient systems, controls and procedures
could adversely affect NWM Group's ability to manage
climate-related risks ' and '- A failure to adapt NWM Group's
business strategy, governance, procedures, systems and controls to
manage emerging sustainability-related risks and opportunities may
have a material adverse effect on NWM Group, its reputation,
business, results of operations and outlook'.
The COVID-19 pandemic may also result in unexpected developments
or changes in financial markets, the fiscal, tax and regulatory
frameworks and consumer customer and corporate client behaviour,
which could intensify competition in the financial services
industry. This could negatively impact NWM Group if it is not able
to adapt or compete effectively.
Financial resilience risk
NWM Group may not meet the targets it communicates, generate
returns or implement its strategy effectively.
As part of NatWest Group's purpose-led strategy and the NWM
Refocusing, NWM Group has set a number of internal and external
financial, capital and operational targets including in respect of:
balance sheet and cost reductions, CET1 ratio targets (for NWM Plc
and NWM N.V.), MREL targets, leverage ratio targets (for NWM Plc
and NWM N.V.), targets in relation to local regulation, funding
plans and requirements, employee engagement, diversity and
inclusion as well as ESG (including climate and sustainable funding
and financing targets) and customer satisfaction targets.
NWM Group's ability to meet its targets and to successfully
implement its strategy is subject to various internal and external
factors and risks. These include but are not limited to, the impact
of the COVID-19 pandemic, client and staff behaviour and actions,
market, regulatory, economic and political factors, developments
relating to litigation, governmental actions, investigations and
regulatory matters, and operational risks and risks relating to NWM
Group's business model and strategy (including risks associated
with climate, environmental, social, governance and other
sustainability-related issues) and the NWM Refocusing. See also,
'NWM Group has been in a period of significant structural and other
change, including as a result of NatWest Group's purpose-led
strategy (including the NWM Refocusing) and may continue to be
subject to significant structural and other change'.
A number of factors, including the economic and other effects of
the COVID-19 pandemic, may impact NWM Plc and NWM NV's ability to
maintain their current CET1 ratio targets, including impairments,
the extent of organic capital generation or the reduction of RWAs.
NWM Plc may incur disposal losses as part of the process of exiting
positions to reduce RWAs. Some of these losses may be recognised
ahead of the actual disposals and the losses overall may be higher
than currently anticipated.
NWM Group's ability to meet its planned reductions in annual
costs may vary considerably from year to year. Furthermore, the
focus on meeting balance sheet and cost reduction targets may
result in limited investment in other areas which could affect NWM
Group's long-term product offering or competitive position and its
ability to meet its other targets, including those related to
customer satisfaction.
In addition, challenging trading conditions may have an adverse
impact on NWM Group's business and may adversely affect its ability
to achieve its targets and execute its strategy.
There is a risk that NWM Group's strategy may not be
successfully executed, that it will not meet its targets and
expectations, or that it will not be a viable, competitive or
profitable banking business.
NWM Plc and/or its regulated subsidiaries may not meet the
prudential regulatory requirements for capital.
NWM Group is required by regulators in the UK, the EU and other
jurisdictions in which it undertakes regulated activities to
maintain adequate financial resources. Adequate capital provides
NWM Group with financial flexibility in the face of turbulence and
uncertainty in the global economy and specifically in its core UK
operations.
NWM Plc's target CET1 ratio is based on regulatory requirements,
internal modelling and risk appetite (including under stress). NWM
NV's target CET1 ratio is based on expected regulatory
requirements, internal modelling and risk appetite (including under
stress). As at 31 December 2021, NWM Plc's solo CET1 ratio was
17.9%. NWM Plc's current capital strategy is based on the
management of RWAs and other capital management initiatives
(including the reduction of RWAs and the periodic payment of
dividends to NatWest Group plc, NWM Plc's parent company).
Other factors that could influence NWM Plc and NWM NV's CET1
ratios include, amongst other things (See also, 'NWM Group has been
in a period of significant structural and other change, including
as a result of NatWest Group's purpose-led strategy (including the
NWM Refocusing) and may continue to be subject to significant
structural and other change'):
- a depletion of NWM Plc or NWM NV's capital resources through
losses (which would in turn impact retained earnings) and may
result from revenue attrition or increased liabilities, sustained
periods of low interest rates, reduced asset values resulting in
write-downs or reserve adjustments, impairments, changes in
accounting policy, accounting charges or foreign exchange
movements;
- a change in the quantum of NWM Plc's or NWM NV's RWAs,
stemming from exceeding target RWA levels, the NWM Refocusing,
regulatory adjustments (for example, from additional market risk
backtesting exceptions), foreign exchange movements or a failure in
internal controls or procedures to accurately measure and report
RWAs. An increase in RWAs would lead to a reduction in the CET1
ratio (and increase the amount of intern al MREL required for NWM
Plc);
- changes in prudential regulatory requirements including the
Total Capital Requirement for NWM Plc (as regulated by the
Prudential Regulation Authority ('PRA')) or NWM NV (as regulated by
the De Nederlandsche Bank ('DNB')), including Pillar 2 requirements
and regulatory buffers as well as any applicable scalars;
- further developments of prudential regulation (for example,
finalisation of Basel 3 standards), which will impact various areas
including the approach to calculating credit risk, market risk,
leverage ratio, capital floors and operational risk RWAs, as well
as continued regulatory uncertainty on the details thereto;
- further losses (including as a result of extreme one-off
incidents such as cyberattack, fraud or conduct issues) would
deplete capital resources and place downward pressure on the CET1
ratio; or
- the timing of planned liquidation, disposal and/or capital
releases of capital optimisation activity or legacy entities owned
by NWM Plc and NWM NV
Management actions taken under a stress scenario may affect,
among other things, NWM Group's product offering, its credit
ratings, its ability to operate its businesses and pursue its
current strategies and strategic opportunities, any of which may
negatively impact investor confidence and the value of NWM Group's
securities. See also, '- NWM Plc and/or its regulated subsidiaries
may not manage their capital, liquidity or funding effectively
which could trigger the execution of certain management actions or
recovery options' and 'NatWest Group (including NWM Group) may
become subject to the application of UK statutory stabilisation or
resolution powers which may result in, among other actions, the
write-down or conversion of NWM Group entities' Eligible
Liabilities'.
NWM Group is reliant on access to the capital markets to meet
its funding requirements, both directly through wholesale markets,
and indirectly through its parent (NatWest Group) for the
subscription to its internal capital and MREL. The inability to do
so may adversely affect NWM Group.
NatWest Markets Plc's funding plan currently anticipates that in
2022, it will issue GBP4-5 billion of public benchmark issuance in
order to meet its near-term debt refinancing and funding
requirements, based on its current and anticipated business
activities. NWM Group therefore has significant anticipated funding
requirements and is reliant on frequent access to the capital
markets for funding, at a cost that can be passed through to its
customers. Such access entails execution risk, regulatory risk,
risk of reduced commercial activity, risk of loss of market
confidence in the NWM Group if it cannot finance its activities and
risk a ratings downgrade, which could be impeded by a number of
internal or external factors, including, those referred to above in
'NWM Group faces continued economic and political risks and
uncertainty in the UK and global markets ', 'Continuing uncertainty
regarding the effects and extent of the UK's post Brexit divergence
from EU laws and regulation, and NWM Group's post Brexit EU
operating model may continue to adversely affect NWM Group and its
operating environment', 'Any reduction in the credit rating and/or
outlooks assigned to NatWest Group plc, any of its subsidiaries
(including NWM Plc or NWM Group subsidiaries) or any of their
respective debt securities could adversely affect the availability
of funding for NWM Group, reduce NWM Group's liquidity position and
increase the cost of funding' and 'NWM Group is exposed to the risk
of various litigation matters, regulatory and governmental actions
and investigations as well as remedial undertakings, the outcomes
of which are inherently difficult to predict, and which could have
an adverse effect on NWM Group'.
In addition, NWM Plc receives capital and funding from NatWest
Group plc. NWM Plc has set target levels for different tiers of
capital and for the internal minimum requirements for own funds and
eligible liabilities ('MREL'), as percentages of its RWAs. The
level of capital and funding required for NWM Plc to meet its
internal targets is therefore a function of the level of RWAs and
its leverage exposure in NWM Plc and this may vary over time.
NWM Plc's internal MREL comprises the regulatory value of
capital instruments and loss-absorbing senior funding issued by NWM
Plc to its parent, NatWest Group plc, in all cases with a residual
maturity of at least one year. The Bank of England has identified
that the preferred resolution strategy for NatWest Group is as a
single point of entry. As a result, only NatWest Group plc is able
to issue Group MREL eligible liabilities to third-party investors,
using the proceeds to fund the internal capital and MREL targets
and/or requirements of its operating entities, including NWM Plc.
NWM Plc is therefore dependent not only on NatWest Group plc to
fund its internal capital targets, but also on NatWest Group plc's
ability to source appropriate funding. NWM Plc is also dependent on
NatWest Group plc to continue to fund NWM Plc's internal MREL
targets over time and its ability to issue and maintain sufficient
amounts of external MREL liabilities to support this. In turn, NWM
Plc is required to fund the internal capital and MREL requirements
of its subsidiaries.
Any inability of NWM Group to adequately access the capital
markets, to manage its balance sheet in line with assumptions in
its funding plans, or to issue internal capital and MREL may
adversely affect NWM Group, such that NWM Group may not constitute
a viable banking business and/or NWM Plc or NWM NV may fail to meet
their respective regulatory capital and/or MREL requirements (at
present, NWM NV does not yet have its own MREL requirements) (see
also, 'The effects of the COVID-19 pandemic could affect NWM
Group's ability to access sources of liquidity and funding, which
may result in higher funding costs and failure to comply with
regulatory capital, funding and leverage requirements').
NWM Group may not be able to adequately access sources of
liquidity and funding.
NWM Group is required to access sources of liquidity and funding
through deposits and wholesale funding, including debt capital
markets and trading liabilities such as repurchase agreements. As
at 31 December 2021, NWM Group held GBP4.1 billion in deposits from
banks and customers. The level of deposits and wholesale funding
may fluctuate due to factors outside NWM Group's control. These
factors include: loss of investor confidence (including in
individual NWM Group entities or the UK banking sector or the
banking sector as a whole), sustained low or negative interest
rates, government support, increasing competitive pressures for
bank funding or the reduction or cessation of deposits and other
funding by counterparties, any of which could result in a
significant outflow of deposits or reduction in wholesale funding
within a short period of time. See also, 'NWM Group has significant
exposure to counterparty and borrower risk'.
An inability to grow, roll-over, or any material decrease in,
NWM Group's deposits, short-term wholesale funding and short-term
liability financing could, particularly if accompanied by one of
the other factors described above, materially affect NWM Group's
ability to satisfy its liquidity needs.
NWM Group engages from time to time in 'fee based borrow'
transactions whereby collateral (such as government bonds) is
borrowed from counterparties on an unsecured basis in return for a
fee. This borrowed collateral may be used by NWM Group to finance
parts of its balance sheet, either in its repo financing business,
derivatives portfolio or more generally across its balance sheet.
If such 'fee based borrow' transactions are unwound whilst used to
support the financing of parts of NWM Group balance sheet, then
unsecured funding from other sources would be required to replace
such financing. There is a risk that NWM Group would be unable to
replace such financing on acceptable terms or at all, which could
adversely affect its liquidity position and have an adverse effect
on NWM Group. In addition, because 'fee base borrow' transactions
are conducted off-balance sheet (due to the collateral being
borrowed) investors may find it more difficult to gauge NWM Group's
creditworthiness, which may be affected if these transactions were
to be unwound in a stress scenario. Any lack of or perceived lack
of creditworthiness may adversely affect NWM Group.
The effects of the COVID-19 pandemic, current economic
uncertainties and any significant market volatility, could affect
NWM Group's ability to access sources of liquidity and funding,
which may result in higher funding costs and failure to comply with
regulatory capital, funding and leverage requirements. As a result,
NWM Group and its subsidiaries could be required to adapt their
funding plans. This could exacerbate funding and liquidity risk,
which could have a negative effect on NWM Group.
As at 31 December 2021, NWM Group reported a liquidity coverage
ratio of 205%. If its liquidity position were to come under stress
and if NWM Group is unable to raise funds through deposits or
wholesale funding sources on acceptable terms or at all, its
liquidity position could be adversely affected. This would mean
that NWM Group might be unable to: meet deposit withdrawals on
demand or satisfy buy back requests, repay borrowings as they
mature, meet its obligations under committed financing facilities,
comply with regulatory funding requirements, undertake certain
capital and/or debt management activities, or fund new loans,
investments and businesses. NWM Group may need to liquidate
unencumbered assets to meet its liabilities, including disposals of
assets not previously identified for disposal to reduce its funding
commitments or trigger the execution of certain management actions
or recovery options. This could also lead to higher funding costs
and/or changes to NWM Group's funding plans. In a time of reduced
liquidity or market stress, NWM Group may be unable to sell some of
its assets or may need to sell assets at depressed prices, which in
either case could negatively affect NWM Group's results.
NWM Group entities independently manage liquidity risk on a
stand-alone basis, including through holding their own liquidity
portfolios. They have restricted access to liquidity or funding
from other NatWest Group entities. NWM Group entities' management
of their own liquidity portfolios and the structure of capital
support are subject to operational and execution risk.
The effects of the COVID-19 pandemic could affect NWM Group's
ability to access sources of liquidity and funding, which may
result in higher funding costs and failure to comply with
regulatory capital, funding and leverage requirements.
The COVID-19 pandemic has at times caused significant market
volatility. Should further market volatility arise from COVID-19
pandemic-related uncertainties and the impact on capital and RWAs,
NWM Group and its subsidiaries may be required to adapt their
funding plans in order to satisfy their respective capital and
funding requirements, which may have a negative impact on NWM
Group. In addition, impairments or other losses as well as
increases to capital deductions may result in a decrease to NWM
Plc's capital base, and/or that of its subsidiaries. If NatWest
Group Plc is unable to issue securities externally as planned, this
may have a negative impact on NWM Plc's current and forecasted MREL
position, particularly if NatWest Group plc is unable to downstream
capital and/or funding to NWM Plc.
Furthermore, significant fluctuation in foreign currency
exchange rates may affect capital deployed in NWM Plc's foreign
subsidiaries, branches and joint arrangements, securities issued by
NWM Plc and/or its subsidiaries in foreign currencies or the
respective values of assets, liabilities, income, RWAs, capital
base, expenses and reported earnings.
In addition, increased income as a result of higher levels of
customer flow activity and balance sheet growth (as a result of
increases in corporate deposits and derivative valuations) may not
be sustained in the future. Furthermore, market volatility may
result in increases to leverage exposure.
Any downgrading to the credit ratings and/or outlooks assigned
to NWM Group, its subsidiaries and their respective debt securities
as a result of the economic impact of the COVID-19 pandemic could
exacerbate funding and liquidity risk, which could have a negative
effect on NWM Group.
NWM Plc and/or its regulated subsidiaries may not manage their
capital, liquidity or funding effectively which could trigger the
execution of certain management actions or recovery options.
Under the EU Bank Recovery and Resolution Directives I and II
('BRRD'), as implemented in the UK, NatWest Group must maintain a
recovery plan acceptable to its regulator, such that a breach of
NWM Plc's applicable capital or leverage, liquidity or funding
requirements would trigger consideration of NWM Plc's recovery
plan, and in turn may prompt consideration of NatWest Group's
recovery plan. If, under stressed conditions, the liquidity,
capital or leverage ratio were to decline, there are a range of
recovery management actions (focused on risk reduction and
mitigation) that NWM Plc could undertake that may or may not be
sufficient to restore adequate liquidity, capital and leverage
ratios. Additional management options relating to existing capital
issuances, asset or business disposals, capital payments and
dividends from NWM Plc to its parent, could also be undertaken to
support NWM Plc's capital and leverage requirements.
NatWest Group may also address a shortage of capital in NWM Plc
by providing parental support to NWM Plc. NatWest Group's (and NWM
Plc's) regulator may also request that NWM Group carry out
additional capital management actions. The Bank of England has
identified single point-of-entry as the preferred resolution
strategy for NatWest Group. However, under certain conditions set
forth in the BRRD, as the UK resolution authority, the Bank of
England also has the power to execute the 'bail-in' of certain
securities of NWM Group without further action at NatWest Group
level.
Any capital management actions taken under a stress scenario may
affect, among other things, NWM Group's product offering, credit
ratings, ability to operate its businesses and pursue its current
strategies and strategic opportunities as well as negatively
impacting investor confidence and the value of NWM Group's
securities. See also, '- NatWest Group (including NWM Group) may
become subject to the application of UK statutory stabilisation or
resolution powers which may result in, among other actions, the
write-down or conversion of NWM Group entities' Eligible
Liabilities'. In addition, if NWM Plc or NWM NV's liquidity
position were to be adversely affected, this may require
unencumbered assets to be liquidated or may result in higher
funding costs, which may adversely impact NWM Group's operating
performance.
Any reduction in the credit rating and/or outlooks assigned to
NatWest Group plc, any of its subsidiaries (including NWM Plc or
NWM Group subsidiaries) or any of their respective debt securities
could adversely affect the availability of funding for NWM Group,
reduce NWM Group's liquidity position and increase the cost of
funding.
Rating agencies regularly review NatWest Group plc, NWM Plc and
other NatWest Group entity credit ratings and outlooks, which could
be negatively affected by a number of factors that can change over
time, including: the credit rating agency's assessment of NWM
Group's strategy and management's capability; its financial
condition including in respect of profitability, asset quality,
capital, funding and liquidity; the level of political support for
the industries in which NWM Group operates; the implementation of
structural reform; the legal and regulatory frameworks applicable
to NWM Group's legal structure; business activities and the rights
of its creditors; changes in rating methodologies; changes in the
relative size of the loss-absorbing buffers protecting bondholders
and depositors; the competitive environment, political and economic
conditions in NWM Group's key markets (including the impact of the
COVID-19 pandemic and any further Scottish independence
referendum); any reduction of the UK's sovereign credit rating and
market uncertainty.
In addition, credit ratings agencies are increasingly taking
into account sustainability-related factors, including climate,
environmental, social and governance related risk, as part of the
credit ratings analysis, as are investors in their investment
decisions.
Any reductions in the credit ratings of NatWest Group plc, NWM
Plc or of certain other NatWest Group entities, including, in
particular, downgrades below investment grade, or a deterioration
in the capital markets' perception of NWM Group's financial
resilience could significantly affect NWM Group's access to money
markets, reduce the size of its deposit base and trigger additional
collateral or other requirements in derivatives contracts and other
secured funding arrangements or the need to amend such
arrangements, which could adversely affect NWM Group's (and, in
particular, NWM Plc's) cost of funding and its access to capital
markets which could limit the range of counterparties willing to
enter into transactions with NWM Group (and, in particular, with
NWM Plc). This could in turn adversely impact NWM Group's
competitive position and threaten its prospects in the short to
medium-term.
NWM Group operates in markets that are highly competitive, with
increasing competitive pressures and technology disruption.
The markets in which NWM Group operates are highly competitive,
and competition may intensify in response to various changes. These
include: evolving customer behaviour, technological changes
(including digital currencies, stablecoins and the growth of
digital banking, such as from fintech entrants), competitor
behaviour, new entrants to the market, industry trends resulting in
increased disaggregation or unbundling of financial services, the
impact of regulatory actions and other factors. Innovations such as
biometrics, artificial intelligence, the cloud, blockchain,
cryptocurrencies and quantum computing may also rapidly facilitate
industry transformation.
Increasingly many of the products and services offered by NWM
Group are, and will become, more technology intensive. NWM Group's
ability to develop such services (which also comply with applicable
and evolving regulations) has become increasingly important to
retaining and growing NWM Group's client businesses across its
geographical footprint. There can be no certainty that NWM Group's
innovation strategy (which includes investment in its IT capability
intended to improve its core infrastructure and client interface
capabilities as well as investments and partnerships with third
party technology providers) will be successful or that it will
allow NWM Group to continue to grow such services in the
future.
In addition, certain of NWM Group's current or future
competitors may be more successful in implementing innovative
technologies for delivering products or services to their clients.
These competitors may be better able to attract and retain clients
and key employees, may have better IT systems, and may have access
to lower cost funding and/or be able to attract deposits or provide
investment-banking services on more favourable terms than NWM
Group. Although NWM Group invests in new technologies and
participates in industry and research-led initiatives aimed at
developing new technologies, such investments may be insufficient
or ineffective, especially given NWM Group's focus on its cost
savings targets. This may limit additional investment in areas such
as financial innovation and could therefore affect NWM Group's
offering of innovative products or technologies for delivering
products or services to clients and its competitive position. NWM
Group may also fail to identify future opportunities or derive
benefits from disruptive technologies in the context of rapid
technological innovation, changing customer behaviour and growing
regulatory demands. The development of innovative
products depends on NWM Group's ability to produce underlying
high quality data, failing which its ability to offer innovative
products may be compromised.
If NWM Group is unable to offer competitive, attractive and
innovative products that are also profitable and timely, it will
lose share, incur losses on some or all of its activities and lose
opportunities for growth. In this context, NWM Group is investing
in the automation of certain solutions and interactions within its
customer-facing businesses, including through artificial
intelligence. Such initiatives may result in operational,
reputational and conduct risks if the technology used is defective,
inadequate or is not fully integrated into NWM Group's current
solutions. There can be no certainty that such initiatives will
deliver the expected cost savings and investment in automated
processes will likely also result in increased short-term costs for
NWM Group.
In addition, NatWest Group's purpose-led strategy, as well as
employee remuneration constraints, may also have an impact on NWM
Group's ability to compete effectively and intensified competition
from incumbents, challengers and new entrants could affect NWM
Group's ability to provide satisfactory returns. Moreover, activist
investors have increasingly become engaged and interventionist in
recent years, which may pose a threat to NatWest Group's strategic
initiatives. Furthermore, continued consolidation or technological
or other developments in certain sectors of the financial services
industry could result in NWM Group's remaining competitors gaining
greater capital and other resources, including the ability to offer
a broader range of products and services and geographic diversity,
or the emergence of new competitors. Any of the above may
negatively affect NWM Group.
NWM Group may be adversely affected if NatWest Group fails to
meet the requirements of regulatory stress tests.
NatWest Group is subject to annual stress tests by its regulator
in the UK and is also subject to stress tests by European
regulators with respect to NWM NV and Ulster Bank Ireland DAC.
Stress tests are designed to assess the resilience of banks to
potential adverse economic or financial developments and ensure
that they have robust, forward-looking capital planning processes
that account for the risks associated with their business profile.
If the stress tests reveal that a bank's existing regulatory
capital buffers are not sufficient to absorb the impact of the
stress, then it is possible that NatWest Group and/or NWM Group may
need to take action to strengthen their capital positions.
Failure by NatWest Group to meet its quantitative and
qualitative requirements of the stress tests set forth by its UK
regulators or those elsewhere may result in: NatWest Group's
regulators requiring NatWest Group to generate additional capital,
reputational damage, increased supervision and/or regulatory
sanctions and/or loss of investor confidence.
The impact of the COVID-19 pandemic on the credit quality of NWM
Group's counterparties may negatively impact NWM Group.
The effects of the COVID-19 pandemic have adversely affected the
credit quality of some of NWM Group's borrowers and other
counterparties, and government support schemes may delay the
effects of defaults by such counterparties. As government support
schemes reduce, defaults are expected to rise with more customers
moving from IFRS 9 Stage 2 to Stage 3. As a result, NWM Group may
continue to experience elevated exposure to credit risk and demands
on its funding, and the long-term effects remain uncertain. If
borrowers or counterparties face increasing levels of debt and
default or suffer deterioration in credit, this increases
impairment charges, write-downs, regulatory expected loss and
impacts credit reserves. An increase in drawings upon committed
credit facilities may also increase NWM Plc's and/or its
subsidiaries' RWAs. If NWM Group experiences losses and a reduction
in future profitability, this is likely to affect the recoverable
value of fixed assets, including deferred taxes, which may lead to
further write-downs.
Any of the above may have a negative impact on NWM Group.
NWM Group has significant exposure to counterparty and borrower
risk.
NWM NV, a subsidiary of NWM Plc, has a portfolio of loans and
loan commitments to Western European corporate customers. As a
result, through the NWM NV business and NWM Group's other
activities, NWM Group has exposure to many different industries,
customers and counterparties, and risks arising from actual or
perceived changes in credit quality and the recoverability of
monies due from borrowers and other counterparties are inherent in
a wide range of NWM Group's businesses. These risks may be
concentrated for those businesses for which client income is
heavily weighted towards a specific geographic region, industry or
client base. Furthermore, these risks increase due to the expected
transfer of NatWest Group's Transfer Business from its ring-fenced
subgroup to NWM Group (see 'NWM Group has been in a period of
significant structural and other change, including as a result of
NatWest Group's purpose-led strategy (including the NWM Refocusing)
and may continue to be subject to significant structural and other
change').
Credit risk may arise from a variety of business activities,
including, but not limited to: extending credit to clients through
various lending commitments; entering into swap or other derivative
contracts under which counterparties have obligations to make
payments to NWM Group (including un-collateralised derivatives);
providing short or long-term funding that is secured by physical or
financial collateral whose value may at times be insufficient to
fully cover the loan repayment amount; posting margin and/or
collateral and other commitments to clearing houses, clearing
agencies, exchanges, banks, securities firms and other financial
counterparties; and investing and trading in securities and loan
pools, whereby the value of these assets may fluctuate based on
realised or expected defaults on the underlying obligations or
loans. See also, 'Risk and capital management - Credit Risk'. Any
negative developments in the activities listed above may negatively
impact NWM Group's clients and credit exposures, which may, in
turn, adversely impact NWM Group's profitability.
The credit quality of NWM Group's borrowers and other
counterparties may be affected by a deterioration in prevailing
economic and market conditions (including those caused by the
COVID-19 pandemic) and by changes in the legal and regulatory
landscape in the UK and countries where NWM Group is exposed to
credit risk (including the extent of the UK's post-Brexit
divergence from EU laws and regulation). These could worsen
borrower and counterparty credit quality or impact the enforcement
of contractual rights over security, increasing credit risk.
Concerns about, or a default by, a financial institution could
lead to significant liquidity problems and losses or defaults by
other financial institutions, since the commercial and financial
soundness of many financial institutions is closely related and
interdependent as a result of credit, trading, clearing and other
relationships. Any perceived lack of creditworthiness of a
counterparty may lead to market-wide liquidity problems and losses
for NWM Group. In addition, the value of collateral may be
correlated with the probability of default by the relevant
counterparty ('wrong way risk'), which would increase NWM Group's
potential loss. This systemic risk may also adversely affect
financial intermediaries, such as clearing agencies, clearing
houses, banks, securities firms and exchanges with which NWM Group
interacts on a daily basis. See also, '- NWM Group is reliant on
access to the capital markets to meet its funding requirements,
both directly through wholesale markets, and indirectly through its
parent (NatWest Group) for the subscription to its internal capital
and MREL. The inability to do so may adversely affect NWM
Group'.
As a result of the above, adverse changes in borrower and
counterparty credit risk may cause accelerated impairment charges
under IFRS 9, increased repurchase demands, higher costs,
additional write-downs and losses for NWM Group and an inability to
engage in routine funding transactions.
NWM Group has applied an internal analysis of multiple economic
scenarios (MES) together with the determination of specific overlay
adjustments to inform its IFRS 9 ECL (Expected Credit Loss).
The recognition and measurement of ECL is complex and involves
the use of significant judgment and estimation. This includes the
formulation and incorporation of multiple forward-looking economic
scenarios into ECL to meet the measurement objective of IFRS 9. The
ECL provision is sensitive to the model inputs and economic
assumptions underlying the estimate. See also, 'Risk and Capital
Management - Credit Risk'. The assumptions and judgments used in
the MES and ECL assessment at 31 December 2021 may not prove to be
adequate resulting in incremental ECL provisions for the NWM Group.
As government support schemes reduce, defaults are expected to rise
with more ECLs cases moving from Stage 2 to Stage 3.
NWM Group is exposed to the financial industry, including
sovereign debt securities, banks, financial intermediation
providers (including providing facilities to financial sponsors and
funds, backed by assets or investor commitments) and securitised
products (typically senior lending to special purpose vehicles
backed by pools of financial assets). Due to NWM Group's exposure
to the financial industry, it also has exposure to shadow banking
entities (i.e., entities which carry out banking activities outside
a regulated framework). NWM Group is required to identify and
monitor its exposure to shadow banking entities, implement and
maintain an internal framework for the identification, management,
control and mitigation of the risks associated with exposure to
shadow banking entities, and ensure effective reporting and
governance in respect of such exposure. If NWM Group is unable to
properly identify and monitor its shadow banking exposure, maintain
an adequate framework, or ensure effective reporting and governance
in respect of shadow banking exposure, this may adversely affect
the business, results of operations and outlook of NWM Group.
NWM Group could incur losses or be required to maintain higher
levels of capital as a result of limitations or failure of various
models.
Given the complexity of NWM Group's business, strategy and
capital requirements, NWM Group relies on analytical and other
models for a wide range of purposes, including to manage its
business, assess the value of its assets and its risk exposure, as
well as to anticipate capital and funding requirements (including
to facilitate NatWest Group's mandated stress testing). In
addition, NWM Group utilises models for valuations, credit
approvals, calculation of loan impairment charges on an IFRS 9
basis, financial reporting and for financial crime (criminal
activities in the form of money laundering, terrorist financing,
bribery and corruption, tax evasion and sanctions as well as fraud
risk management (collectively, 'financial crime')). NWM Group's
models, and the parameters and assumptions on which they are based,
are periodically reviewed and updated to maximise their
accuracy.
As models analyse scenarios based on assumed inputs and a
conceptual approach, model outputs therefore remain uncertain.
Failure of models (including due to errors in model design) or new
data inputs (including non-representative data sets), for example,
to accurately reflect changes in the micro and macroeconomic
environment in which NWM Group operates (for example to account for
the impact of the COVID-19 pandemic), to capture risks and
exposures at the subsidiary level, and to update for changes to NWM
Group's current business model or operations, or for findings of
deficiencies by NatWest Group (and in particular, NWM Group's)
regulators (including as part of NatWest Group's mandated stress
testing) may render some business lines uneconomic, result in
increased capital requirements, may require management action or
may subject NWM Group to regulatory sanction. NWM Group may also
face adverse consequences as a result of actions based on models
that are poorly developed, implemented or used, models that are
based on inaccurate or compromised data or as a result of the
modelled outcome being misunderstood, or by such information being
used for purposes for which it was not designed.
NWM Group's financial statements are sensitive to underlying
accounting policies, judgments, estimates and assumptions.
The preparation of financial statements requires management to
make judgments, estimates and assumptions that affect the reported
amounts of assets, liabilities, income, expenses, exposures and
RWAs. While estimates, judgments and assumptions take into account
historical experience and other factors (including market practice
and expectations of future events that are believed to be
reasonable under the circumstances), actual results may differ due
to the inherent uncertainty in making estimates, judgments and
assumptions (particularly those involving the use of complex
models).
The accounting policies deemed critical to NWM Group's results
and financial position, based upon materiality and significant
judgments and estimates, which include loan impairment provisions,
are set out in 'Critical accounting policies and key sources of
estimation uncertainty'. New accounting standards and
interpretations that have been issued by the International
Accounting Standards Board but which have not yet been adopted by
NWM Group are discussed in 'Future Accounting Developments'.
Changes in accounting standards may materially impact NWM
Group's financial results.
Changes in accounting standards or guidance by accounting bodies
or in the timing of their implementation, whether immediate or
foreseeable, could result in NWM Group having to recognise
additional liabilities on its balance sheet, or in further
write-downs or impairments to its assets and could also
significantly impact the financial results, condition and prospects
of NWM Group.
NWM Group's trading assets amounted to GBP59.1 billion as at 31
December 2021. The valuation of financial instruments, including
derivatives, measured at fair value can be subjective, in
particular where models are used which include unobservable inputs.
Generally, to establish the fair value of these instruments, NWM
Group relies on quoted market prices or, where the market for a
financial instrument is not sufficiently credible, internal
valuation models that utilise observable market data. In certain
circumstances, the data for individual financial instruments or
classes of financial instruments utilised by such valuation models
may not be available or may become unavailable due to prevailing
market conditions. In these circumstances, NWM Group's internal
valuation models require NWM Group to make assumptions, judgments
and estimates to establish fair value, which are complex and often
relate to matters that are inherently uncertain. Any of these
factors could require NWM Group to recognise fair value losses
which may have an adverse effect on NWM Group's income generation
and financial position.
NatWest Group (including NWM Group) may become subject to the
application of UK statutory stabilisation or resolution powers
which may result in, among other actions, the write-down or
conversion of NWM Group entities' Eligible Liabilities.
HM Treasury, the Bank of England and the PRA and FCA (together,
the 'Authorities') are granted substantial powers to resolve and
stabilise UK-incorporated financial institutions. Five
stabilisation options exist: (i) transfer of all of the business of
a relevant entity or the shares of the relevant entity to a private
sector purchaser; (ii) transfer of all or part of the business of
the relevant entity to a 'bridge bank' wholly-owned by the Bank of
England; (iii) transfer of part of the assets, rights or
liabilities of the relevant entity to one or more asset management
vehicles for management of the transferor's assets, rights or
liabilities; (iv) the write-down, conversion, transfer,
modification, or suspension of the relevant entity's equity,
capital instruments and liabilities ('Eligible Liabilities'); and
(v) temporary public ownership of the relevant entity. These tools
may be applied to NatWest Group plc as the parent company or to NWM
Group, as an affiliate, where certain conditions are met (such as,
whether the firm is failing or likely to fail, or whether it is
reasonably likely that action will be taken (outside of resolution)
that will result in the firm no longer failing or being likely to
fail). Moreover, there are modified insolvency and administration
procedures for relevant entities, and the Authorities have the
power to modify or override certain contractual arrangements in
certain circumstances and amend the law for the purpose of enabling
their powers to be used effectively and may promulgate provisions
with retrospective applicability. Similar powers may also be
exercised with respect to NWM NV in the Netherlands by the relevant
Dutch regulatory authorities.
Under the UK Banking Act, the Authorities are generally required
to have regard to specified objectives in exercising the powers
provided for by the Banking Act. One of the objectives (which is
required to be balanced as appropriate with the other specified
objectives) refers to the protection and enhancement of the
stability of the financial system of the UK. Moreover, the 'no
creditor worse off' safeguard contained in the Banking Act (which
provides that creditors' losses in resolution should not exceed
those that would have been realised in an insolvency of the
relevant institution) may not apply in relation to an application
of the separate write-down and conversion power relating to capital
instruments under the Banking Act, in circumstances where a
stabilisation power is not also used; Holders of debt instruments
which are subject to the power may, however, have ordinary shares
transferred to or issued to them by way of compensation.
Uncertainty exists as to how the Authorities may exercise their
powers including the determination of actions undertaken in
relation to the ordinary shares and other securities of NatWest
Group (including NWM Group), which may depend on factors outside of
NWM Group's control. Moreover, the Banking Act provisions remain
untested in practice.
If NatWest Group is at or is approaching the point of
non-viability such that regulatory intervention is required, there
may correspondingly be an adverse effect on the business, results
of operations and outlook of NWM Group.
NatWest Group is subject to Bank of England and PRA oversight in
respect of resolution, and NatWest Group could be adversely
affected should the Bank of England deem NatWest Group's
preparations to be inadequate.
NatWest Group is subject to regulatory oversight by the Bank of
England and the PRA, and is required (under the PRA rulebook) to
carry out an assessment of its preparations for resolution, submit
a report of the assessment to the PRA, and disclose a summary of
this report. The initial report was submitted to the PRA on 30
September 2021 and the Bank of England's assessment of NatWest
Group's preparations is scheduled to be released on 10 June 2022
although the Bank of England may provide feedback before then.
NatWest Group has dedicated significant resources towards the
preparation of NatWest Group for a potential resolution scenario.
However, if the Bank of England assessment identifies a significant
gap in NatWest Group's ability to achieve the resolvability
outcomes, or reveals that NatWest Group is not adequately prepared
to be resolved, or did not have adequate plans in place to meet
resolvability requirements which came into effect on 1 January
2022, NatWest Group may be required to take action to enhance its
preparations to be resolvable, resulting in additional cost and the
dedication of additional resources. These actions may have an
impact on NatWest Group (and NWM Group) as, depending on the Bank
of England's assessment, potential action may include, but is not
limited to, resulting in restrictions on maximum individual and
aggregate exposures, a requirement to dispose of specified assets,
a requirement to change legal or operational structure, a
requirement to cease carrying out certain activities and/or
maintaining a specified amount of MREL. This may also impact
NatWest Group's (and NWM Group's) strategic plans and have an
adverse effect on the financial position of NWM Group or may result
in reputational damage and/or loss of investor confidence.
Climate and sustainability-related risks
NWM Group and its customers face significant climate-related
risks, including in transitioning to a net zero economy, which may
adversely impact NWM Group.
Climate-related risks and uncertainties are continuing to
receive increasing regulatory, judicial, political and societal
scrutiny.
Financial and non-financial risks from climate change arise
through physical and transition risks. Furthermore, NWM Group may
also face a variety of climate-related legal risks, both physical
and transition, from potential litigation and conduct liability.
See also, 'NWM Group may be subject to potential climate,
environmental and other sustainability-related litigation,
enforcement proceedings, investigations and conduct risk'.
There are significant uncertainties as to the extent and timing
of the manifestation of the physical risks of climate change, such
as more severe and frequent extreme weather events, (flooding,
subsidence, heat waves and long-lasting wildfires), rising sea
levels, biodiversity loss and resource scarcity. Damage to NWM
customers' properties and operations could disrupt business, impair
asset values and negatively impact the creditworthiness of
customers leading to increased default rates, delinquencies,
write-offs and impairment charges in NWM Group's portfolios. In
addition, NWM Group premises and operations, or those of its
critical outsourced functions may experience damage or disruption
leading to increased costs and negatively affecting NatWest Group's
business continuity and reputation.
In October 2021, the UK Government published its Net Zero
Strategy which sets out how the UK will deliver on its commitment
to reach net zero emissions by 2050. The timing, content and
implementation of the specific policies and proposals remain
uncertain. Widespread transition to a net zero economy across all
sectors of the economy and markets in which NWM Group operates will
be required to meet the goals of the 2015 Paris Agreement, the UK's
Net Zero Strategy and the Glasgow Climate Pact of 2021. The impact
of the extensive commercial, technological, policy and regulatory
changes required to achieve transition remains uncertain, but it is
expected to be significant and may be disruptive across the global
economy and markets, especially if these changes do not occur in an
orderly or timely manner or are not effective in reducing emissions
sufficiently. Some sectors such as property, energy (including oil
and gas), mining, infrastructure, transport (including automotive
and aviation) and agriculture are expected to be particularly
impacted. The timing and pace of the transition to a net zero
economy is also uncertain and may be near term, gradual and orderly
or delayed, rapid and disorderly, or the combination of these.
Climate-related risks may be drivers of several different risk
categories simultaneously and may exacerbate existing risks,
including credit risk, operational risk (business continuity),
market risk (both traded and non-traded), liquidity and funding
risk (for example, net cash outflows or depletion of liquidity
buffers).
If NWM Group fails, to adapt its business and operating model in
a timely manner to the climate-related risks and opportunities and
changing regulatory and market expectations, or to appropriately
identify, measure, manage and mitigate climate change related
physical, transition and legal risks and opportunities that NWM
Group, its customers and value chain face, NWM Group's reputation,
business, operations or value chain and results of operations and
outlook may be impacted adversely.
NatWest Group's purpose-led strategy includes climate change as
one of its three areas of focus. This is likely to require material
changes to the business and operating model of NWM Group which
entails significant execution risk.
In February 2020, NatWest Group announced its ambition to become
a leading bank on climate in the UK, helping to address the climate
challenge by setting itself the challenge to at least halve the
climate impact of its financing activity by 2030 and intending to
do what is necessary to achieve alignment with the 2015 Paris
Agreement. In addition, in April 2021, NatWest Group by joining the
Net Zero Banking Alliance 'Business Ambition to 1.5C', stated its
ambition to reach net zero by 2050. Furthermore, as part of its
efforts to support the transition to a net zero economy, NatWest
Group has also announced its ambitions to phase out of coal for UK
and non UK customers who have UK coal production, coal fired
generation and coal related infrastructure by 1 October 2024, with
a full global phase out by 1 January 2030; to plan to stop
financing new customer relationships with corporate customers who
explore for, extract or produce coal or operate unabated coal
powered plants; and that it would not provide services to existing
customers who are increasing coal mining activity by exploring for
new coal, developing new coal mines or increasing thermal coal
production.
To achieve its 2030 and 2050 ambitions, NatWest Group has also
announced other climate ambitions, targets and commitments, and
going-forward it may also announce other climate ambitions, targets
and commitments, including science-based targets to be validated by
the Science Based Target Initiative.
Making the changes necessary to achieving these ambitions may
materially affect NWM Group's business and operations and may
require significant reductions to its financed emissions and to its
exposure to customers that do not align with a transition to a net
zero economy or do not have a credible transition plan. Increases
in lending and financing activities may wholly or partially offset
some or all of these reductions, which may increase the extent of
changes and reductions necessary. It is anticipated that achieving
these reductions, together with the active management of
climate-related risks and other regulatory, policy and market
changes, are likely to necessitate material and accelerated changes
to NWM Group's business, operating model and existing exposures
(potentially on accelerated timescales and outside of risk
appetite) which may have a material adverse effect on NWM Group's
ability to achieve its financial targets and generate sustainable
returns.
NWM Group's ability to contribute to achieving NatWest Group's
climate-related ambitions, targets and commitments through its own
specific targets will depend to a large extent on many factors and
uncertainties beyond NWM Group's control. These include the
macroeconomic environment, the extent and pace of climate change,
including the timing and manifestation of physical and transition
risks, the effectiveness of actions of governments, legislators,
regulators, businesses, investors, customers and other stakeholders
to adapt and/or mitigate the impact of climate-related risks,
changes in customer behaviour and demand, the challenges related
with the implementation and integration of adoption policy tools,
changes in the available technology for mitigation and adaptation,
the availability of accurate, verifiable, reliable, consistent and
comparable data. See also, 'NatWest Group's purpose-led strategy
includes climate change as one of its three areas of focus. This is
likely to require material changes to the business and operating
model of NWM Group which entails significant execution risk' and
'There are significant challenges in relation to climate-related
data due to quality and other limitations, lack of standardisation,
consistency and incompleteness which amongst other factors
contribute to the significant uncertainties inherent in accurately
modelling the impact of climate-related risks'.
These internal and external factors and uncertainties will make
it challenging for NatWest Group to meet its climate ambitions,
targets and commitments and for NWM Group to contribute to these
and there is a significant risk that all or some of them will not
be achieved.
Any delay or failure by NWM Group's to contribute to setting,
making progress against or meeting NatWest Group's climate-related
ambitions, targets and commitments through its own specific targets
may have a material adverse impact on NWM Group, its reputation,
business, results of operations, outlook, market and competitive
position and may increase the climate-related risks NWM Group
faces.
Any failure by NWM Group to implement effective and compliant
climate change resilient systems, controls and procedures could
adversely affect NWM Group's ability to manage climate-related
risks.
The prudential regulation of climate-related risks is an
important driver in how NWM Group develops its risk appetite for
financing activities or engaging with counterparties that do not
align with a transition to a net zero economy or do not have a
credible transition plan.
Legislative and regulatory authorities are publishing
expectations as to how banks should prudently manage and
transparently disclose climate-related and environmental risks
under prudential rules.
In April 2019, the PRA published a supervisory statement (the
'SS 3/19') with particular focus on the management of financial
risks from climate change with respect to governance, risk
management, scenario analysis and disclosures.
Following the submission of initial plans by UK banks in October
2019, in July 2020 the PRA issued a 'Dear CEO' letter requiring
firms to embed fully their approaches to managing climate-related
financial risks by the end of 2021. In response, on 8 October 2020,
NatWest Group provided the PRA with an update to its original plan
noting that the COVID-19 pandemic had disrupted some elements of
NatWest Group's original plan and, as a result, the updated plan
would require additional operating cycles reaching into 2022 and
beyond to prove embedding. Subsequently the PRA issued its 'Climate
Change Adaptation Report' in October 2021 advising firms of the
need to continue to refine and innovate ways to further integrate
the financial risks from climate change within risk management
practices and it restated that by the end of 2021, firms should be
able to demonstrate that the expectations set out in SS3/19 have
been implemented and embedded throughout the firms' organisation as
fully as possible. In January 2022, NatWest Group provided the PRA
with an update on how it has addressed the commitments made in its
October 2020 plan, noting the delivery of a 1st generation, largely
qualitative in nature, approach to supervisory requirements.
In June 2021, the Bank of England launched its 2021 Biennial
Exploratory Scenario ('CBES') to stress test the resilience of the
current business models of the largest banks, insurers and the
financial system to the physical and transition risks from climate
change under three climate scenarios. NatWest Group delivered its
CBES submission to the PRA in October 2021. The Bank of England has
since announced that the CBES is likely to include a second round
over February and March 2022, which is likely to be largely
qualitative in nature.
The Bank of England guidance for the CBES confirmed that it is
exploratory in nature and not intended to be used to set capital
requirements. In the aforementioned 'Climate Change Adaptation
Report 2021', the Bank of England confirmed that over the coming
year it will undertake further analysis to explore enhancements to
the regulatory capital frameworks as they relate to climate related
financial risk. To support this work, the Bank of England will put
out a 'Call for Papers' and host a Research Conference on the
interaction between climate change and capital in Q4 2022. Informed
by these steps and internal analysis, the Bank of England is
expected to publish a follow-up report on the use of capital
including on the role of any future scenario exercises by the end
of 2022. It is therefore likely that in the coming years financial
institutions, including NatWest Group (including NWM Group), may be
required to hold additional capital to enhance their resilience
against systemic and/or institution specific vulnerabilities to
climate-related financial risks, which could, in turn, negatively
impact NWM Group.
Any failure of NWM Group to fully and timely embed
climate-related risks into its risk management practices and
framework to appropriately identify, measure, manage and mitigate
the various climate-related physical and transition risks and apply
the appropriate product governance in line with applicable legal
and regulatory requirements and expectations, may have a material
and adverse impact on NWM Group's regulatory compliance, prudential
capital requirements, liquidity position, reputation, business,
results of operations and outlook.
There are significant challenges in relation to climate-related
data due to quality and other limitations, lack of standardisation,
consistency and incompleteness which amongst other factors
contribute to the significant uncertainties inherent in accurately
modelling the impact of climate-related risks.
Meaningful reporting of climate-related risks and opportunities
and their potential impacts and related metrics depend on access to
accurate, reliable, consistent and comparable climate-related data
from counterparties or customers. These may not be generally
available or, if available, may not be accurate, verifiable,
reliable, consistent, or comparable. Any failure of NWM Group to
incorporate climate-related factors into its counterparty and
customer data sourcing and accompanying analytics, or to develop
accurate, reliable, consistent and comparable counterparty and
customer data, may have a material adverse impact on NWM Group's
ability to prepare meaningful reporting of climate-related risks
and opportunities, its regulatory compliance, reputation, business
and its competitive position.
In the absence of other sources, reporting of financed emissions
by financial institutions, including NWM Group, is necessarily
based therefore on aggregated information developed by third
parties that may be prepared in an inconsistent way using different
methodologies, interpretations, or assumptions. Accordingly, our
climate-related disclosures use a greater number and level of
assumptions and estimates than many of our financial disclosures.
These assumptions and estimates are highly likely to change over
time, and, when coupled with the longer time frames used in these
climate related disclosures, make any assessment of materiality
inherently uncertain. In particular, in the absence of actual
emissions monitoring and measurement, emissions estimates are based
on industry and other assumptions that may not be accurate for a
given counterparty or customer. There may also be data gaps,
particularly for private companies, that are filled using proxy
data, such as sectoral averages, again developed in different ways.
As a result, our climate related disclosures may be amended,
updated or restated in the future as the quality and completeness
of our data and methodologies continue to improve. These data
quality challenges, gaps and limitations could have a material
impact on NWM Group's ability to make effective business decisions
about climate risks and opportunities, including risk management
decisions, comply with disclosure requirements and our ability to
monitor and report our progress in meeting our ambitions, targets
and commitments.
Significant risks, uncertainties and variables are inherent in
the assessment, measurement and mitigation of climate-related
risks. These include data quality gaps and limitations mentioned
above, the pace at which climate science, greenhouse gas accounting
standards and various emissions reduction solutions develop. In
addition, there is a significant uncertainty about how climate
change and the transition to a net zero economy will unfold over
the coming decades and affect how and when climate-related risks
will manifest. These timeframes are considerably longer than NWM
Group's historical strategic, financial, resilience and investment
planning horizons.
As a result, it is very difficult to predict and model the
impact of climate-related risks into precise financial and economic
outcomes and impacts. Climate-related risks present significant
methodological challenges due to their forward-looking nature, the
lack and/or quality of historical testing capabilities, lack of
standardisation and incompleteness of emissions and other climate
and sub-sector related data and the immature nature of risk
measurement and modelling methodologies. The evaluation of
climate-related risk exposure and the development of associated
potential risk mitigation techniques largely depend on the choice
of climate scenario modelling methodology and the assumptions made
which involves a number of risks and uncertainties, for
example.
- climate scenarios are not predictions of what is likely to
happen or what NatWest Group would like to happen, they rather
explore the possible implications of different judgments and
assumptions by considering a series of scenarios;
- climate scenarios do not provide a comprehensive description of all possible future outcomes;
- lack of specialist expertise in banks such that NWM Group
needs to rely on third party advice, modelling, and data which is
also subject to many limitations and uncertainties;
- immaturity of modelling of and data on the impact of
climate-related risks on financial assets which will evolve rapidly
in the coming years;
- the number of variables and forward- looking nature of climate
scenarios which makes them challenging to back test and
benchmark;
- the significant uncertainty as to how the climate will evolve
over time, how and when governments, regulators, businesses,
investors and customers respond and how those responses impact the
economy, asset valuations, land systems, energy systems,
technology, policy and wider society;
- the assumptions will be continually evolving with more
data/information which may affect the baselines for comparability
across reporting periods and impact internal and external
verification processes; and
- the pace of the development of the methodologies across
different sectors may be different and therefore it may be
challenging to report on the whole balance sheet with regard to
emissions.
Accordingly, these risks and uncertainties coupled with
significantly longer timeframes make the outputs of climate-related
risk modelling, including emissions reductions targets and
pathways, inherently more uncertain than outputs modelled for
traditional financial planning cycles based on historical financial
information.
Capabilities within NWM Group to appropriately assess, model and
manage climate-related risks and the suitability of the assumptions
required to model and manage climate-related risks appropriately
are developing. Even when those capabilities are developed, the
high level of uncertainty regarding any assumptions modelled, the
highly subjective nature of risk measurement and mitigation
techniques, incorrect or inadequate assumptions and judgments and
data quality gaps and limitations may lead to inadequate risk
management information and frameworks, or ineffective business
adaptation or mitigation strategies, which may have a material
adverse impact on NWM Group's regulatory compliance, reputation,
business, results of operations and outlook.
A failure to adapt NWM Group's business strategy, governance,
procedures, systems and controls to manage emerging
sustainability-related risks and opportunities may have a material
adverse effect on NWM Group, its reputation, business, results of
operations and outlook.
Investors, customers, international organisations, regulators
and other stakeholders are increasingly focusing on identification,
measurement, management and mitigation of 'sustainability-related'
risks and opportunities such as environmental ( including
biodiversity and loss of natural capital); social (including
diversity and inclusion, the living wage, fair taxation and value
chains); and governance (including board diversity, ethics,
executive compensation and management structure) related risks and
opportunities and on long term sustainable value creation.
Financial institutions, including NWM Group, are directly and
indirectly exposed to multiple types of environmental and
biodiversity-related risk through their activities, including risk
of default by clients. Additionally, there is a growing need to
move from safeguards and interventions that focus on reducing
negative impacts on environment and biodiversity towards those that
focus on increasing positive impact on environment and biodiversity
and nature-based solutions. In 2021, NatWest Group (including NWM
Group) accordingly classified 'Biodiversity and Nature Loss' as an
emerging risk for NatWest Group (including NWM Group) within its
Risk Management Framework. This is an evolving and complex area
which requires collaborative approaches with partners, stakeholders
and peers to help measure and mitigate negative impacts of
financing activities on the environment, biodiversity and nature as
well as supporting the growing sector of nature-based solutions,
habitat restoration and biodiversity markets. NatWest Group,
including NWM Group, is in the early stages of developing its
approach and NatWest Group, including NWM Group, recognises the
need for more progress.
There is also increased investor, regulatory and customer
scrutiny regarding how businesses address social issues, including
tackling inequality, working conditions, workplace health, safety
and wellbeing, diversity and inclusion, data protection and
management, workforce management, human rights and supply chain
management which may impact NWM Group's employees, customers, and
their business activities or the communities in which they operate.
There is also growing attention on the need for a 'just transition'
and "energy justice" - in recognition that the transition to a net
zero economy should not disproportionally affect the most
disadvantaged members of society. The increased focus on these
issues may create reputational and other risks for financial
institutions, including NWM Group. In addition to climate-related
risks, sustainability-related risks (i) may also adversely affect
economic activity, asset pricing and valuations of issuers'
securities and, in turn, the wider financial system; (ii) may
impact economic activities directly (for example through lower
corporate profitability or the devaluation of assets) or indirectly
(for example through macro-financial changes); (iii) may also
affect the viability or resilience of business models over the
medium to longer term, particularly those business models most
vulnerable to sustainability-related risks; (iv) can trigger
further losses stemming directly or indirectly from legal claims
(liability risks) and reputational damage as a result of the
public, customers, counterparties and/or investors associating the
NWM Group or its customers with adverse sustainability-related
issues; and (v) intersect with and further complexity and challenge
to achieving our purpose-led strategy including climate ambitions,
targets and commitments. Together with climate-related risks, these
risks may combine to generate even greater adverse effects on our
business.
Furthermore, sustainability-related risks may be drivers of
several different risk categories simultaneously and may exacerbate
the risks described herein, including credit risk, operational risk
(business continuity), market risk (both traded and non-traded),
liquidity and funding risk (for example, net cash outflows or
depletion of liquidity buffers).
Accordingly, any failure or delay by NWM Group to successfully
adapt its business strategy and to establish and maintain effective
governance, procedures, systems and controls in response to these
issues, and to manage these emerging sustainability-related risks
and opportunities may have a material adverse impact NWM Group's
reputation, liquidity position, business, results of operations,
outlook and the value of NWM Group's securities.
Any reduction in the ESG ratings of NatWest Group (including NWM
Group) or NWM Group could have a negative impact on NatWest Group's
(including NWM Group) or NWM Group's reputation and on investors'
risk appetite and customers' willingness to deal with NatWest Group
(including NWM Group) or NWM Group.
ESG ratings from agencies and data providers which rate how
NatWest Group (including NWM Group) or NWM Group manage
environmental, social and governance risks are increasingly
influencing investment decisions or being used as a basis to label
financial products and services as green or sustainable.
ESG ratings are (i) unsolicited; (ii) subject to the assessment
and interpretation by the ESG rating agencies; (iii) provided
without warranty; (iv) not a sponsorship, endorsement, or promotion
of NatWest Group (including NWM Group) or NWM Group by the relevant
rating agency; and (v) may depend on many factors some of which are
beyond NatWest Group's and/or NWM Group's control (e.g. any change
in rating methodology). Any reduction in the ESG ratings of NatWest
Group (including NWM Group) could have a negative impact on NWM
Group's reputation and could influence investors' risk appetite for
NWM Group's and/or its subsidiaries' securities, particularly ESG
securities and could affect a customer's willingness to deal with
NWM Group.
Increasing levels of climate, environmental and
sustainability-related laws, regulation and oversight may adversely
affect NWM Group's business and expose NWM Group to increased costs
of compliance, regulatory sanction and reputational damage.
There are an increasing number of EU, UK and other regulatory
and legislative initiatives to address issues around climate,
environmental and sustainability risks and opportunities and to
promote the transition to a net zero economy. As a result, an
increasing number of laws, regulations, legislative actions are
likely to affect the financial sector and the real economy,
including proposals, guidance, policy and regulatory initiatives
many of which have been introduced or amended recently and are
subject to further changes.
Many of these initiatives are focused on developing standardized
definitions for green and sustainable criteria of assets and
liabilities, integrating climate change and sustainability into
decision-making and customers access to green and sustainable
financial products and services which may have a significant impact
on the services provided by NWM Group and its associated credit,
market and financial risk profile. They could also impact NWM
Group's recognition of its climate and sustainable funding and
financing activity and may adversely affect NWM Group's ability to
achieve its climate strategy and climate and sustainable funding
and financing ambitions.
In addition, NatWest Group and its subsidiaries are and will be
subject to increasing entity wide climate-related and other
non-financial disclosure requirements. pursuant to the
recommendations of the Task Force on Climate-related Financial
Disclosure ('TCFD') and under other regimes. From February 2022,
NatWest Group will be required to provide enhanced climate-related
disclosures consistent with the TCFD recommendations to comply with
the FCA Policy Statement on the new Listing Rules (PS 20/17) that
require commercial companies with a UK premium listing - such as
NatWest Group - to make climate related disclosures, consistent
with TCFD, on a 'comply or explain' basis. The FCA is proposing to
expand this requirement to a wider scope of listed issuers which
would include NatWest Group' subsidiaries - including NWM Group -
as it moves towards mandatory TCFD reporting across the UK economy
by 2025 (See also, 'There are significant challenges in relation to
climate-related data due to quality and other limitations, lack of
standardisation, consistency and incompleteness which amongst other
factors contribute
to the significant uncertainties inherent in accurately
modelling the impact of climate-related risks.')
In addition, NWM Group's EU subsidiaries and branches are and
will continue to be subject to an increasing array of the EU/EEA
climate and sustainability-related legal and regulatory
requirements. These requirements may be used as the basis for UK
laws and regulations (such as the UK Green Taxonomy) or regarded by
investors and regulators as best practice standards whether or not
they apply to UK businesses. Any divergence between UK, EU/EEA and
US climate and sustainability-related legal and regulatory
requirements may result in NWM Group not meeting investors'
expectations, may increase the cost of doing business and may
restrict access of NWM Group's UK business to the EU/EEA
market.
NatWest Group (including NWM Group) is also participating in
various voluntary carbon reporting and other standard setting
initiatives for disclosing climate and sustainability-related
information, many of which have differing objectives and
methodologies and are at different stages of development in terms
of how they apply to financial institutions.
Compliance with these developing and evolving climate and
sustainability-related requirements is likely to require NWM Group
to implement significant changes to its business models, product
and other governance, internal controls over financial reporting,
disclosure controls and procedures, modelling capability and risk
management systems, which may increase the cost of doing business,
entail additional change risk and compliance costs.
Failure to implement and comply with these legal and regulatory
requirements or emerging best practice expectations may have a
material adverse effect on NWM Group's regulatory compliance and
may result in regulatory sanction, reputational damage and investor
disapproval each of which could have an adverse effect on NWM
Group's business, results of operations and outlook.
NWM Group may be subject to potential climate, environmental and
other sustainability-related litigation, enforcement proceedings,
investigations, and conduct risk.
Due to increasing new climate and sustainability-related
jurisprudence, laws and regulations in the UK and other
jurisdictions, growing demand from investors and customers for
environmentally sustainable products and services, and regulatory
scrutiny, financial institutions, including NWM Group, may through
their business activities face increasing litigation, conduct,
enforcement and contract liability risks related to climate change,
environmental degradation and other social, governance and
sustainability-related issues.
These risks may arise, for example, from claims pertaining to:
(i) failures to meet obligations, targets or commitments relating
to or to disclose accurately or provide updates on material climate
and/or sustainability related risks or otherwise provide
appropriate disclosure to investors, customers, counterparties and
other stakeholders; (ii) conduct, mis-selling and other customer
protection type claims; (iii) marketing that portrays products,
securities, activities or policies as producing positive climate,
environmental or sustainable outcomes to an extent that may not the
case; (iv) damages claims under various tort theories, including
common law public nuisance claims, or negligent mismanagement of
physical and/or transition risks; (v) alleged violations of
officers', directors' and other fiduciaries' fiduciary duties, for
example by financing various carbon-intensive, environmentally
harmful or otherwise highly exposed assets, companies, and
industries; (vi) changes in understanding of what constitutes
positive climate, environmental or sustainable outcomes as a result
of developing climate science, leading to discrepancy between
current product offerings and investor and/or market and/or broader
stakeholder expectations; (vi) any weaknesses or failures in
specific systems or processes associated particularly with climate,
environmental or sustainability linked products, including any
failure in timely implementation, onboarding and/or updating of
such systems or processes; or (vii) counterparties, collaborators
and third parties in NWM Group's value chain action who act, or
fail to act or undertake due diligence or apply appropriate risk
management and product governance in a manner that impacts Natwest
Group's reputation or sustainability credentials.
Furthermore, there is a risk that shareholders, campaign groups,
customers and special interest groups could seek to take legal
action against NWM Group for financing or contributing to climate
change and environmental degradation and for not supporting the
principles of "just transition" (i.e. maximising the social
benefits of the transition, mitigating the social risks of the
transition, empowering those affected by the change, anticipating
future shifts to address issues up front and mobilising investments
from the public and private sectors).
There is a risk that as climate science develops and societal
understanding of climate science increases and deepens, courts,
regulators and enforcement authorities may apply the then current
understandings of climate related matters retrospectively when
assessing claims about historic conduct or dealings of financial
institutions, including NWM Group.
These potential litigation, conduct, enforcement and contract
liability risks may have a material adverse effect on NatWest
Group's ability to achieve its strategy, including its climate
ambition, and they could have an adverse effect on NWM Group's
reputation, business, financial results, position and prospects,
results of operations and outlook.
Operational and IT resilience risk
Operational risks (including reliance on third party suppliers
and outsourcing of certain activities) are inherent in NWM Group's
businesses.
Operational risk is the risk of loss resulting from inadequate
or failed internal processes, procedures, people or systems, or
from external events, including legal risks. NWM Group operates in
a number of countries, offering a diverse range of products and
services supported directly or indirectly by third party suppliers.
As a result, operational risks or losses can arise from a number of
internal or external factors (including financial crime and fraud),
for which there is now greater scrutiny by third parties on NWM
Group's compliance with financial crime requirements; see 'NWM
Group is exposed to the risk of various litigation matters,
regulatory and governmental actions and investigations as well as
remedial undertakings, the outcomes of which are inherently
difficult to predict, and which could have an adverse effect on NWM
Group'). These risks are also present when NWM Group relies on
third-party suppliers or vendors to provide services to it or its
clients, as is increasingly the case as NWM Group outsources
certain activities, including with respect to the implementation of
new technologies, innovation and responding to regulatory and
market changes.
Operational risks continue to be heightened as a result of the
NWM Refocusing, NatWest Group's purpose-led strategy, NWM Group's
current cost-reduction measures and conditions affecting the
financial services industry generally (including the COVID-19
pandemic and other geo-political developments) and in particular
the legal and regulatory uncertainty resulting therefrom. It is
unclear as to how the future ways of working may evolve, including
in respect of how working practices may develop, or how NWM Group
will evolve to best serve its customers. Any of the above may place
significant pressure on NWM Group's ability to maintain effective
internal controls and governance frameworks.
In recent years, NWM Group has materially increased its
dependence on NatWest Bank Plc for numerous critical services and
operations, including without limitation, property, finance,
accounting, treasury, risk, regulatory compliance and reporting,
human resources, and certain other support and administrative
functions. A failure by NatWest Bank Plc to adequately supply these
services may expose NWM Group to critical business failure risk,
increased costs and other liabilities. These and any increases in
the cost of these services may adversely impact NWM Group's
business, results of operations and outlook.
The effective management of operational risks is critical to
meeting customer service expectations and retaining and attracting
client business. Although NWM Group has implemented risk controls
and mitigation actions, with resources and planning having been
devoted to mitigate operational risk, such measures may not be
effective in controlling each of the operational risks faced by NWM
Group. Ineffective management of such risks could adversely affect
NWM Group.
NWM Group is subject to increasingly sophisticated and frequent
cyberattacks.
NWM Group experiences a constant threat from cyberattacks across
the entire NatWest Group (including NWM Group) and against NatWest
Group and NWM Group's supply chain, reinforcing the importance of
due diligence of close working relationship with, the third parties
on which NWM Group relies. NWM Group is reliant on technology,
against which there is a constantly evolving series of attacks,
that are increasing in terms of frequency, sophistication, impact
and severity. As cyberattacks evolve and become more sophisticated,
NWM Group is required to continue to invest in additional
capability designed to defend against emerging threats. In 2021,
NWM Group and its supply chain were subjected to a small number of
Distributed Denial of Service ('DDOS') and ransomware attacks,
which are a pervasive and significant threat to the global
financial services industry. The focus is to manage the impact of
the attacks and sustain availability of services for NWM Group's
customers. NWM Group continues to invest significant resources in
the development and evolution of cyber security controls that are
designed to minimise the potential effect of such attacks.
Hostile attempts are made by third parties to gain access to,
introduce malware (including ransomware) into and exploit
vulnerabilities of NWM Group's IT systems. NWM Group has
information and cyber security controls in place to minimise the
impact of any attack, which are subject to review on a continuing
basis, but given the nature of the threat, there can be no
assurance that such measures will prevent all attacks in the
future. See also, 'NWM Group's operations are highly dependent on
its complex IT systems (including those that enable remote working)
and any IT failure could adversely affect NWM Group'.
Any failure in NWM Group's cybersecurity policies, procedures or
controls, may result in significant financial losses, major
business disruption, inability to deliver customer services, or
loss of data or other sensitive information (including as a result
of an outage) and may cause associated reputational damage. Any of
these factors could increase costs (including costs relating to
notification of, or compensation for clients and credit
monitoring), result in regulatory investigations or sanctions being
imposed or may affect NWM Group's ability to retain and attract
clients. Regulators in the UK, US, Europe and Asia continue to
recognise cybersecurity as an important systemic risk to the
financial sector and have highlighted the need for financial
institutions to improve their monitoring and control of, and
resilience (particularly of critical services) to cyberattacks, and
to provide timely notification of them, as appropriate.
Additionally, third parties may also fraudulently attempt to
induce employees, customers, third party providers or other users
who have access to NWM Group's systems to disclose sensitive
information in order to gain access to NWM Group's data or that of
NWM Group's clients or employees. Cybersecurity and information
security events can derive from groups or factors such as: internal
or external threat actors, human error, fraud or malice on the part
of NWM Group's employees or third parties, including third party
providers, or may result from accidental technological failure.
NWM Group expects greater regulatory engagement, supervision and
enforcement to continue at a high level in relation to its overall
resilience to withstand IT and related disruption, either through a
cyberattack or some other disruptive event. Such increased
regulatory engagement, supervision and enforcement is uncertain in
relation to the scope, cost, consequence and the pace of change,
which could negatively impact NWM Group. Due to NWM Group's
reliance on technology and the increasing sophistication, frequency
and impact of cyberattacks, such attacks may adversely impact NWM
Group.
In accordance with the Data Protection Act 2018 and the European
Union Withdrawal Act 2018, the Data Protection, Privacy and
Electronic Communications (Amendments Etc.) (EU Exit) Regulations
2019, as amended by the Data Protection, Privacy and Electronic
Communications (Amendments Etc.) (EU Exit) Regulations 2020 ('UK
Data Protection Framework') and European Banking Authority ('EBA')
Guidelines on ICT and Security Risk Management, NWM Group is
required to ensure it implements timely appropriate and effective
organisational and technological safeguards against unauthorised or
unlawful access to data of NWM Group, its clients and its
employees. In order to meet this requirement, NWM Group relies on
the effectiveness of its internal policies, controls and procedures
to protect the confidentiality, integrity and availability of
information held on its IT systems, networks and devices as well as
with third parties with whom NWM Group interacts. A failure to
monitor and manage data in accordance with the UK Data Protection
Framework and EBA requirements of the applicable legislation may
result in financial losses, regulatory fines and investigations and
associated reputational damage.
NWM Group operations and strategy are highly dependent on the
accuracy and effective use of data.
NWM Group relies on the effective use of accurate data to
support, monitor, evaluate, manage and enhance its operations and
deliver its strategy. The availability of current, complete,
detailed, accurate and, wherever possible, machine-readable
customer segment and sub-sector data, together with appropriate
governance and accountability for data, is fast becoming a critical
strategic asset, which is subject to increased regulatory focus.
Failure to have that data or the ineffective use, governance or
control of that data could result in a failure to manage and report
important risks and opportunities or satisfy customers'
expectations including the inability to deliver innovative products
and services. This could also result in a failure to deliver NWM
Group's strategy and could place NWM Group at a competitive
disadvantage by increasing its costs, inhibiting its efforts to
reduce costs or its ability to improve its systems, controls and
processes which could result in a failure to deliver NWM Group's
strategy. These data weaknesses and limitations, or the unethical
or inappropriate use of data, and/or non-compliance with customer
data protection laws could give rise to, for example, conduct and
litigation risks and increased risk of operational events, losses
or other adverse consequences due to inappropriate models, systems,
processes, decisions or other actions. Any of the above may lead to
key business processes being negatively impacted by inappropriately
managed data, which could lead to material financial, customer and
regulatory impacts.
NWM Group relies on attracting, retaining, developing and
remunerating diverse senior management and skilled personnel (such
as market trading specialists), and is required to maintain good
employee relations.
NWM Group's success depends on its ability to attract, retain,
through creating an inclusive environment, and develop and
remunerate highly skilled and qualified diverse personnel,
including senior management, directors, market trading specialists
and key employees, especially for technology and data focused
roles, in a highly competitive market, in an era of strategic
change and under internal cost reduction pressures.
The inability to compensate employees competitively and/or any
reduction of compensation as a result of the impact of the NWM
Refocusing, the perception that following the Refocusing NWM Group
may not be a viable or competitive business, heightened regulatory
oversight of banks and the increasing scrutiny of, and (in some
cases) restrictions placed upon, employee compensation arrangements
(in particular those of banks in receipt of government support such
as NatWest Group), negative economic developments or other factors,
could have an adverse effect on NWM Group's ability to hire, retain
and engage well qualified employees, especially at a senior level,
which could have an adverse effect on financial position and
prospects of NWM Group.
This increases the cost of hiring, training and retaining
diverse skilled personnel. In addition, certain economic, market
and regulatory conditions and political developments may reduce the
pool of diverse candidates for key management and non-executive
roles, including non-executive directors with the right skills,
knowledge and experience, or increase the number of departures of
existing employees. Moreover, a failure to foster a diverse and
inclusive workforce may have an adverse impact on NWM Group's
employee engagement and the formulation and execution of its
strategy, and could also have a negative effect on its reputation
with customers, investors and regulators. The NWM Refocusing has
also reduced NWM Group's ability to engage in succession planning
for critical roles given the recent reduction in headcount. This
has placed increased risk on employee turnover within revenue
generating areas.
Sustained periods of remote working may also negatively affect
workforce morale. Whilst NWM Group has taken measures seeking to
maintain the health, wellbeing and safety of its employees, these
measures may be ineffective.
Some of NWM Group's employees are represented by employee
representative bodies, including trade unions and works councils.
Engagement with its employees and such bodies is important to NWM
Group in maintaining good employee relations. Any breakdown of
these relationships could have an adverse effect on NWM Group.
NWM Group's operations are highly dependent on its complex IT
systems (including those that enable remote working) and any IT
failure could adversely affect NWM Group.
NWM Group's operations are highly dependent on the ability to
process a very large number of transactions efficiently and
accurately while complying with applicable laws and regulations.
The proper functioning of NatWest Group's (including NWM Group's)
transactional and payment systems, financial crime, fraud systems
and controls, risk management, credit analysis and reporting,
accounting, customer service and other IT systems (some of which
are owned and operated by other entities in NatWest Group or third
parties), is critical to NWM Group's operations.
Individually or collectively, any critical system failure,
material loss of service availability or material breach of data
security could cause serious damage to NWM Group's ability to
provide services to its clients, which could result in reputational
damage, significant compensation costs or regulatory sanctions
(including fines resulting from regulatory investigations) or a
breach of applicable regulations and could affect its regulatory
approvals, competitive position, business and brands, which could
undermine its ability to attract and retain customers. This risk is
heightened as most of NWM Group's employees continue to work
remotely, as it outsources certain functions and as it continues to
innovate and offer new digital solutions to its clients as a result
of the trend towards online and digital product offerings (see also
'NWM Group's current policy is that most employees will work
remotely majority of the time. This may adversely affect NWM
Group's ability to maintain effective internal controls').
In 2021, NWM Group continued to make considerable investments to
further simplify, upgrade and improve its IT and technology
capabilities (including migration of certain services to cloud
platforms). As part of the NWM Refocusing, NWM Group also continues
to develop and enhance digital services for its customers and seeks
to improve its competitive position through enhancing controls and
procedures and strengthening the resilience of services including
cyber security. Any failure of these investment and rationalisation
initiatives to achieve the expected results, due to cost challenges
or otherwise, could negatively affect NWM Group's operations, its
reputation and ability to retain or grow its client business or
adversely impact its competitive position, thereby negatively
impacting NWM Group. See also, '- NWM Group has been in a period of
significant structural and other change, including as a result of
NatWest Group's purpose-led strategy (including the NWM Refocusing)
and may continue to be subject to significant structural and other
change'.
Remote working may adversely affect NWM Group's ability to
maintain effective internal controls.
From March 2020 to September 2021, many of NWM Group's employees
worked exclusively on a remote basis. Following the lifting of
government restrictions, NWM Group will implement a new hybrid
working policy whereby many employees may work remotely the
majority of the time in the ordinary course of their roles.
Remote working arrangements for NWM Group employees continues to
place heavy reliance on the IT systems that enable remote working
and increased exposure to fraud, conduct, operational and other
risks and may place additional pressure on NWM Group's ability to
maintain effective internal controls and governance frameworks.
Remote working arrangements are also subject to regulatory scrutiny
to ensure adequate recording, surveillance and supervision of
regulated activities, and compliance with regulatory requirements
and expectations, including requirements to: meet threshold
conditions for regulated activities; ensure the ability to oversee
functions (including any outsourced functions); ensure no detriment
is caused to customers; and ensure no increased risk of financial
crime. See also, 'A failure in NWM Group's risk management
framework could adversely affect NWM Group, including its ability
to achieve its strategic objectives'. Moreover, the IT systems that
enable remote working interface with third-party systems, and NWM
Group could experience service denials or disruptions if such
systems exceed capacity or if a third-party system fails or
experiences any interruptions, all of which could result in
business and customer interruption and related reputational damage,
significant compensation costs, regulatory sanctions and/or a
breach of applicable regulations. See also, 'NWM Group's operations
are highly dependent on its complex IT systems (including those
that enable remote working) and any IT failure could adversely
affect NWM Group'.
Sustained periods of remote working may also negatively affect
workplace morale. Whilst NWM Group has taken measures seeking to
maintain the health, wellbeing and safety of its employees during
the COVID-19 pandemic, these measures may be ineffective.
Operational difficulties as a result of the COVID-19 pandemic,
which may affect NWM Group's external stakeholders (including
clients), may result in challenges in managing daily cash and
liquidity. As a result of remote working, compliance and conduct
risk may also be heightened both as a result of internal and
external factors.
Any of the above could impair NWM Group's ability to hire,
retain and engage well-qualified employees, especially at a senior
level, which in turn may adversely impact NWM Group's ability to
serve its clients efficiently, and impact productivity across NWM
Group. This could adversely affect NWM Group's reputation and
competitive position and its ability to grow its business.
A failure in NWM Group's risk management framework could
adversely affect NWM Group, including its ability to achieve its
strategic objectives.
Risk management is an integral part of all of NWM Group's
activities and includes the definition and monitoring of NWM
Group's risk appetite and reporting on NWM Group's risk exposure
and the potential impact thereof on NWM Group's financial
condition. Risk management is highly dependent on the use and
effectiveness of internal stress tests and models and ineffective
risk management may arise from a wide variety of factors, including
lack of transparency or incomplete risk reporting, unidentified
conflicts or misaligned incentives, lack of accountability control
and governance, incomplete risk monitoring (including trade
surveillance) and failures of systems to properly process all
relevant data, risks related to unanticipated behaviour or
performance in algorithmic trading and management or insufficient
challenges or assurance processes. Failure to manage risks
effectively could adversely impact NWM Group's reputation or its
relationship with its regulators, clients, shareholders or other
stakeholders.
In addition, financial crime risk management is dependent on the
use and effectiveness of financial crime assessment, systems and
controls. Weak or ineffective financial crime processes and
controls may risk NatWest Group inadvertently facilitating
financial crime which may result in regulatory investigation,
sanction, litigation and reputational damage. Financial crime
continues to evolve, whether through fraud, scams, cyber-attacks or
other criminal activity. NatWest Group (and NWM Group) has made and
continues to make significant, multi-year investments to strengthen
and improve its overall financial crime control framework with
prevention systems and capabilities. As part of its ongoing
programme of investment, there is current and future investment
planned to further strengthen financial crime controls over the
coming years, including investment in new technologies and
capabilities to further enhance customer due diligence, transaction
monitoring, sanctions and anti-bribery and corruption systems. NWM
Group's financial crime controls are operated by NatWest Group on
behalf of NWM Group.
NWM Group's operations are inherently exposed to conduct risks,
which include business decisions, actions or reward mechanisms that
are not responsive to or aligned with NWM Group's regulatory
obligations, client needs or do not reflect NWM Group's
customer-focused strategy, ineffective product management,
unethical or inappropriate use of data, information asymmetry,
implementation and utilisation of new technologies, outsourcing of
customer service and product delivery, the possibility of
mis-selling of financial products and mishandling of customer
complaints. Some of these risks have materialised in the past and
ineffective management and oversight of conduct risks may lead to
further remediation and regulatory intervention or enforcement. NWM
Group's businesses are also exposed to risks from employee
misconduct including non-compliance with policies and regulations,
negligence or fraud (including financial crimes and fraud), any of
which could result in regulatory fines or sanctions and serious
reputational or financial harm to NWM Group.
These risks may be exacerbated as most of NWM Group's employees
continue to work remotely, which places additional pressure on NWM
Group's ability to maintain effective internal controls and
governance frameworks.
NWM Group is seeking to embed a strong risk culture across the
organisation and has implemented policies and allocated new
resources across all levels of the organisation to manage and
mitigate conduct risk and expects to continue to invest in its risk
management framework. However, such efforts may not insulate NWM
Group from future instances of misconduct and no assurance can be
given that NWM Group's strategy and control framework will be
effective. See also, 'NWM Group has been in a period of significant
structural and other change, including as a result of NatWest
Group's purpose-led strategy (including the NWM Refocusing) and may
continue to be subject to significant structural and other change'.
Any failure in NWM Group's risk management framework could
negatively affect NWM Group and its financial condition through
reputational and financial harm and may result in the inability to
achieve its strategic objectives for its clients, employees and
wider stakeholders.
NWM Group's operations are subject to inherent reputational
risk.
Reputational risk relates to stakeholder and public perceptions
of NWM Group arising from an actual or perceived failure to meet
stakeholder expectations, including with respect to the NWM
Refocusing and related targets, due to any events, behaviour,
action or inaction by NWM Group, its employees or those with whom
NWM Group is associated. See also, 'NWM Group's businesses are
subject to substantial regulation and oversight, which are
constantly evolving and may adversely affect NWM Group'. This
includes brand damage, which may be detrimental to NWM Group's
business, including its ability to build or sustain business
relationships with clients, and may cause low employee morale,
regulatory censure or reduced access to, or an increase in the cost
of, funding. Reputational risk may arise whenever there is a
material lapse in standards of integrity, compliance, customer or
operating efficiency and may adversely affect NWM Group's ability
to attract and retain clients. In particular, NWM Group's ability
to attract and retain clients may be adversely affected by, amongst
others: negative public opinion resulting from the actual or
perceived manner in which NWM Group or any other member of NatWest
Group conducts or modifies its business activities and operations,
media coverage (whether accurate or otherwise), employee
misconduct, NWM Group's financial performance, IT systems failures
or cyberattacks, data breaches, financial crime and fraud, the
level of direct and indirect government support for NatWest Group
plc, or the actual or perceived practices in the banking and
financial industry in general, or a wide variety of other
factors.
Modern technologies, in particular online social networks and
other broadcast tools that facilitate communication with large
audiences in short timeframes and with minimal costs, may also
significantly increase and accelerate the impact of damaging
information and allegations.
Although NWM Group has implemented a Reputational Risk Policy to
improve the identification, assessment and management of customers
and clients, transactions, products and issues, which represent a
reputational risk, NWM Group cannot be certain that it will be
successful in avoiding damage to its business from reputational
risk.
Legal, regulatory and conduct risk
NWM Group's businesses are subject to substantial regulation and
oversight, which are constantly evolving and may adversely affect
NWM Group.
NWM Group is subject to extensive laws, regulations, corporate
governance practice and disclosure requirements, administrative
actions and policies in each jurisdiction in which it operates.
Many of these have been introduced or amended recently and are
subject to further material changes, which may increase compliance
and conduct risks, particularly as EU/EEA and UK laws diverge as a
result of Brexit. NWM Group expects government and regulatory
intervention in the financial services industry to remain high for
the foreseeable future.
In recent years, regulators and governments have focused on
reforming the prudential regulation of the financial services
industry and the manner in which the business of financial services
is conducted. Amongst others, measures have included: enhanced
capital, liquidity and funding requirements, implementation of the
UK ring-fencing regime, implementation and strengthening of the
recovery and resolution framework applicable to financial
institutions in the UK, the EU and the US, financial industry
reforms (including in respect of MiFID II), corporate governance
requirements, restrictions on the compensation of senior management
and other employees, enhanced data protection and IT resilience
requirements, financial market infrastructure reforms (including
enhanced regulations in respect of the provision of 'investment
services and activities'), enhanced regulations in respect of the
provision of 'investment services and activities', and increased
regulatory focus in certain areas, including conduct, consumer
protection, competition and disputes regimes, anti-money
laundering, anti-corruption, anti-bribery, anti-tax evasion,
payment systems, sanctions and anti-terrorism laws and
regulations.
In addition, there is significant oversight by competition
authorities of the jurisdictions in which NWM Group operates. The
competitive landscape for banks and other financial institutions in
the UK, EU/EEA and the US is rapidly changing. Recent regulatory
and legal changes have and may continue to result in new market
participants and changed competitive dynamics in certain key areas.
Competition authorities, including the CMA, are currently also
looking at and focusing more on how they can support competition
and innovation in digital markets. Recent regulatory changes,
proposed or future developments and heightened levels of public and
regulatory scrutiny in the UK, the EU and the US have resulted in
increased capital, funding and liquidity requirements, changes in
the competitive landscape, changes in other regulatory requirements
and increased operating costs, and have impacted, and will continue
to impact, product offerings and business models.
For example, NWM Group is required to ensure operational
continuity in resolution; the steps required to ensure such
compliance entail significant costs, and also impose significant
operational, legal and execution risk. Material consequences could
arise should NWM Group be found to be non-compliant with these
regulatory requirements. Such changes may also result in an
increased number of regulatory investigations and proceedings and
have increased the risks relating to NWM Group's ability to comply
with the applicable body of rules and regulations in the manner and
within the timeframes required.
Other areas in which, and examples of where, governmental
policies, regulatory and accounting changes and increased public
and regulatory scrutiny could have an adverse impact (some of which
could be material) on NWM Group include, but are not limited
to:
- general changes in government, central bank, regulatory or
competition policy, or changes in regulatory regimes that may
influence investor decisions in the jurisdictions in which NWM
Group operates;
- rules relating to foreign ownership, expropriation,
nationalisation and confiscation of assets;
- new or increased regulations relating to customer data
protection as well as IT controls and resilience, including the UK
Data Protection Framework and the impact of the Court of Justice of
the EU (CJEU) decision (known as Schrems II), in which the CJEU
ruled that the Privacy Shield (an EU/US data transfer mechanism) is
now invalid, leading to more onerous due diligence requirements for
the Group prior to sending personal data of its EU customers and
employees to non-EEA countries, including the UK and the US;
- the introduction of, and changes to, taxes, levies or fees
applicable to NWM Group's operations, such as the imposition of a
financial transaction tax, introduction of global minimum tax
rules, changes in the scope and administration of the Bank Levy,
changes in tax rates, increases in the bank corporation tax
surcharge in the UK, restrictions on the tax deductibility of
interest payments or further restrictions imposed on the treatment
of carry-forward tax losses that reduce the value of deferred tax
assets and require increased payments of tax;
- increased regulatory focus on customer protection (such as the
FCA's consumer duty consultation paper (CP21/13)) in retail or
other financial markets;
- the potential introduction by the Bank of England of a Central
Bank Digital Currency which could result in deposit outflows,
higher funding costs, and/or other implications for UK banks
including NWM Group; and
- regulatory enforcement in the form of PRA imposed financial
penalties for failings in banks' regulatory reporting governance
and controls, and regulatory scrutiny following the 2019 PRA "Dear
CEO letter" letter regarding PRA's ongoing focus on: the integrity
of regulatory reporting, which the PRA considers has equal standing
with financial reporting; the PRA's thematic reviews of the
governance, controls and processes for preparing regulatory returns
of selected UK banks, including NatWest Group; the publication of
the PRA's common findings from those reviews in September 2021; and
NatWest Group's programme of improvements to meet PRA
expectations.
These and other recent regulatory changes, proposed or future
developments and heightened levels of public and regulatory
scrutiny in the UK, the EU and the US have resulted in increased
capital, funding and liquidity requirements, changes in the
competitive landscape, changes in other regulatory requirements and
increased operating costs, and have impacted, and will continue to
impact, product offerings and business models. Any of these
developments (including any failure to comply with new rules and
regulations) could also have a significant impact on NWM Group's
authorisations and licences, the products and services that NWM
Group may offer, its reputation and the value of its assets, NWM
Group's operations or legal entity structure, and the manner in
which NWM Group conducts its business. Material consequences could
arise should NWM Group be found to be non-compliant with these
regulatory requirements. Regulatory developments may also result in
an increased number of regulatory investigations and proceedings
and have increased the risks relating to NWM Group's ability to
comply with the applicable body of rules and regulations in the
manner and within the timeframes required.
Changes in laws, rules or regulations, or in their
interpretation or enforcement, or the implementation of new laws,
rules or regulations, including contradictory or conflicting laws,
rules or regulations by key regulators or policymakers in different
jurisdictions, or failure by NWM Group to comply with such laws,
rules and regulations, may adversely affect NWM Group's business,
results of operations and outlook. In addition, uncertainty and
insufficient international regulatory coordination as enhanced
supervisory standards are developed and implemented may adversely
affect NWM Group's ability to engage in effective business, capital
and risk management planning.
NWM Group is exposed to the risk of various litigation matters,
regulatory and governmental actions and investigations as well as
remedial undertakings, the outcomes of which are inherently
difficult to predict, and which could have an adverse effect on NWM
Group.
NWM Group's operations are diverse and complex and it operates
in legal and regulatory environments that expose it to potentially
significant legal proceedings, and civil and criminal regulatory
and governmental actions. NWM Group has resolved a number of legal
and regulatory actions over the past several years but continues to
be, and may in the future be, involved in such actions in the US,
the UK, Europe and other jurisdictions.
NWM Group is currently, has recently been and will likely be
involved in a number of significant legal and regulatory actions,
including investigations, proceedings and ongoing reviews (both
formal and informal) by governmental law enforcement and other
agencies and litigation proceedings, relating to, among other
matters, the offering of securities, conduct in the foreign
exchange market, the setting of benchmark rates such as LIBOR and
related derivatives trading, the issuance, underwriting, and sales
and trading of fixed-income securities (including government
securities), product mis-selling, customer mistreatment, anti-money
laundering, antitrust, VAT recovery and various other compliance
issues. Legal and regulatory actions are subject to many
uncertainties, and their outcomes, including the timing, amount of
fines, damages or settlements or the form of any settlements, which
may be material and in excess of any related provisions, are often
difficult to predict, particularly in the early stages of a case or
investigation.
NWM Group's expectation for resolution may change and
substantial additional provisions and costs may be recognised in
respect of any matter.
The resolution of significant investigations include NWM Plc's
December 2021 spoofing-related guilty plea in the United States,
which involves a three-year period of probation, an independent
corporate monitor, and commitments to compliance programme reviews
and improvements and reporting obligations, as well as
approximately US$35 million in fines and restitution. For
additional information relating to these and other legal and
regulatory proceedings and matters to which NWM Group is currently
exposed, see 'Litigation and regulatory matters' at Note 25 to the
consolidated accounts.
The recent guilty plea, other recently resolved matters in the
United States, and adverse outcomes or resolution of current or
future legal or regulatory actions, could increase the risk of
greater regulatory and third party scrutiny and could have material
collateral consequences for NWM Group's business and result in
restrictions or limitations on NWM Group's operations.
These may include the effective or actual disqualification from
carrying on certain regulated activities and consequences resulting
from the need to reapply for various important licences or obtain
waivers to conduct certain existing activities of NWM Group,
particularly but not solely in the US, which may take a significant
period of time and the results of which are uncertain.
Disqualification from carrying on any activities, whether
automatically as a result of the resolution of a particular matter
or as a result of the failure to obtain such licences or waivers
could adversely impact NWM Group's business, in particular in the
US. This in turn and/or any fines, settlement payments or penalties
could adversely impact NWM Group's reported financial results and
condition, capital position or reputation. Similar consequences
could result from legal or regulatory actions relating to other
parts of NatWest Group.
Failure to comply with undertakings made by NWM Group to its
regulators, or the conditions of probation resulting from the
spoofing-related guilty plea, may result in additional measures or
penalties being taken against NWM Group.
NWM Group may not effectively manage the transition of LIBOR and
other IBOR rates to alternative risk-free rates.
UK and international regulators are driving the transition from
the use of interbank offer rates ('IBORs'), including LIBOR, to
alternative rates, primarily risk-free rates ('RFRs'). As of 31
December 2021, LIBOR, as currently determined, has ceased for all
tenors of GBP, JPY, CHF, EUR, and for the 1 week and 2 month tenors
for USD. The remaining USD LIBOR tenors, as currently determined,
are due to cease after 30 June 2023. The FCA has used its powers
under the UK Benchmarks Regulation ('UK BMR') to require, for a
limited period of time after 31 December 2021, the ongoing
publication of the 1, 3, and 6 month GBP and JPY LIBOR tenors using
a changed methodology (i.e., 'Art23A LIBOR' on a synthetic basis).
The UK has passed the Critical Benchmarks (References and
Administrators' Liability) Act 2021 ('Critical Benchmarks Act')
which establishes a framework that allows the ongoing use of Art23A
LIBOR under certain circumstances where contracts have not
pro-actively transitioned onto alternative rates. However, the FCA
has been clear that the solutions provided under UK BMR and the
Critical Benchmarks Act are not permanent and cannot be guaranteed
after the end of 2022 (and for JPY the FCA has confirmed that
Art23A LIBOR will no longer be available after the end of 2022).
This framework and its lack of permanence may expose NatWest Group,
its customers and the financial services industry more widely to
various risks, including: (i) the FCA further restricting use of
Art23A LIBOR resulting in proactive transition of contracts onto
alternative rates and, depending on the notice given for any
further restrictions, this transition may need to be completed very
quickly; and (ii) mis-matches between positions in cleared
derivatives and the exposures they are hedging where those
exposures are permitted to make use of Art23A LIBOR, as the FCA has
chosen not to permit the use of Art23A LIBOR for cleared
derivatives. Although the formal cessation date for the remaining
USD LIBOR tenors (as currently determined) is not until the end of
June 2023, US and UK regulators have been clear that this is only
to support the rundown of back book USD LIBOR exposures, and that
no new contracts should reference these USD LIBOR tenors after 31
December 2021, other than in a very limited range of circumstances.
NatWest Group will continue to have ongoing exposure to the
remaining USD LIBOR tenors up until they cease at the end of June
2023.
Natwest Group had significant exposures to IBORs and has
actively sought to transition away from these during 2021, in
accordance with regulatory expectations and milestones. Transition
measures have included the pro-active development of new products
on using alternative rates, primarily but not exclusively RFRs
rather than LIBOR, pro-actively restructuring existing LIBOR
exposures so that they cease to reference LIBOR and instead
reference alterative rates and embedding language into contracts
that allows for the automatic conversion to alternative rates when
LIBOR ceases to be available. The main Central Counterparty
Clearing houses (CCPs) conducted mass conversion exercises in
December 2021 covering GBP, JPY, CHF and EUR LIBOR cleared
derivatives to fully transition all outstanding LIBOR exposure to
the relevant RFR. Key Natwest Group entities, along with many of
their major counterparties, have already adhered to the ISDA IBOR
fall-backs supplement and protocol which establishes a clear,
industry accepted, contractual process to manage the transition
from IBORs to RFRs for non-cleared derivative products.
These transition efforts have involved extensive engagement with
customers, industry working groups and regulators, to seek deliver
transition in a transparent and economically appropriate manner.
Any economic impacts will be dependent on, amongst other things,
the establishment of deep and liquid RFR markets, the establishment
of clear and consistent market conventions for all replacement
products, as well as counterparties' willingness to accept, and
transition to, these conventions. Furthermore, certain IBOR
obligations may not be able to be pro-actively changed which could,
depending on any over-arching legislative transition frameworks,
potentially result in fundamentally different economic outcomes
than originally intended. The uncertainties around the manner of
transition to RFRs, and the ongoing broader acceptance and use of
RFRs across the market, expose NWM Group, its clients and the
financial services industry more widely to risks.
Examples of these risks may include: (i) legal (including
litigation) risks relating to documentation for new and the
majority of existing transactions (including, but not limited to,
changes, lack of changes, unclear contractual provisions, and
disputes in respect of these); (ii) financial risks from any
changes in valuation of financial instruments linked to impacted
IBORs that may impact NWM Group's performance, including its cost
of funds, and its risk management related financial models; (iii)
pricing, interest rate or settlement risks, such as changes to
benchmark rates could impact pricing, interest rate or settlement
mechanisms on certain instruments; (iv) operational risks due to
the requirement to adapt IT systems, trade reporting infrastructure
and operational processes, as well as ensuring compliance with
restrictions on new USD LIBOR usage after December 2021; (v)
conduct and litigation risks arising from communication regarding
the potential impact on customers, and engagement with customers
during and after the transition period, or non-acceptance by
customers of replacement rates; and (vi) different legislative
provisions in different jurisdictions, for example, unlike certain
US states and the EU, the UK has not provided a clear and robust
safe harbour to protect against litigation and potential liability
arising out of the switch to 'synthetic LIBOR'.
Notwithstanding all efforts to date, until the transition away
from LIBOR onto alternative rates has been fully completed and
there is greater experience of how RFRs are adopted across
different products and customer groups, it remains difficult to
determine to what extent the changes will affect the NWM Group, or
the costs of implementing any relevant remedial action. Uncertainty
as to the nature and extent of such potential changes, the take up
of alternative reference rates or other reforms, may adversely
affect financial instruments originally referencing LIBOR as the
benchmarks. The implementation of any alternative RFRs may be
impossible or impracticable under the existing terms of certain
financial instruments and could have an adverse effect on the value
of, return on and trading market for, certain financial instruments
and on the NWM Group's profitability.
Changes in tax legislation or failure to generate future taxable
profits may impact the recoverability of certain deferred tax
assets recognised by NWM Group.
In accordance with the accounting policies set out in the
section 'Critical accounting policies and key sources of estimation
uncertainty', NWM Group has recognised deferred tax assets on
losses available to relieve future profits from tax only to the
extent it is probable that they will be recovered. The deferred tax
assets are quantified on the basis of current tax legislation and
accounting standards and are subject to change in respect of the
future rates of tax or the rules for computing taxable profits and
offsetting allowable losses.
Failure to generate sufficient future taxable profits or further
changes in tax legislation (including with respect to rates of tax)
or accounting standards may reduce the recoverable amount of the
recognised tax loss deferred tax assets, amounting to GBP104
million as at 31 December 2021. Changes to the treatment of certain
deferred tax assets may impact NWM Group's capital position. In
addition, NWM Group's interpretation or application of relevant tax
laws may differ from those of the relevant tax authorities and
provisions are made for potential tax liabilities that may arise on
the basis of the amounts expected to be paid to tax authorities.
The amounts ultimately paid may differ materially from the amounts
provided depending on the ultimate resolution of such matters.
Legal Entity Identifier: RR3QWICWWIPCS8A4S074
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