UK Financial Investments Limited (UKFI) Annual …

1 UK Financial Investments LtdUK Financial Investments Limited ( ukfi ) Annual REPORT AND ACCOUNTS 2016/17UK Financial InvestmentsLimited ( ukfi ) AnnualReport and Accounts 2016/17 Presented to Parliament by the Economic Secretary to the Treasury by Command of Her MajestyJuly 2017Cm 94514 UK Financial Investments Limited (2017)The text of this document (this excludes, where present, the royal Arms and all departmentalor agency logos) may be reproduced free of charge in any format or medium provided that itis reproduced accurately and not in a misleading material must be acknowledged as UK Financial Investments Limited copyright and thedocument title specified. Where third party material has been identified, permission from therespective copyright holder must be enquiries related to this publication should be sent to us at publication is available at ISBN 9781474145275 Web ISBN 9781474145282ID 18051709 07/17 Printed on paper containing 100 per cent recycled fibre in the UK by Brightside Print and Design Ltd on behalf of the Controller of HerMajesty s Stationery CONTACTSThis document can be found on our website at: enquiries should be addressed to:EnquiriesUK Financial Investments Limited 100 Parliament StreetLondon SW1A 2 BQEmail.

2 Company number 067208915 Chairman s Foreword601 Strategic Report902 royal bank of scotland Group1803 Lloyds Banking Group2504 UK Asset Resolution Ltd30 The ukfi Board3405 Directors Report and Governance Statement3906 Directors Remuneration Report4607 Independent Auditor s Report to the Shareholder of UK Financial Investments Limited 5408 UK Financial Investments Limited Financial Statements57 ContentsCONTENTSUKFI S REMITUK Financial Investments Limited ( ukfi ) wascreated in November 2008 as part of the UK sresponse to the Financial is responsible for managing the Gov -ernment s shareholdings in The royal bank ofScotland group (RBS) and Lloyds Banking group (Lloyds). ukfi is also responsible for managing theGovernment s 100 per cent shareholding in andloans to UK Asset Resolution Ltd (UKAR).

3 UKARwas formed in October 2010 to integrate theactivities of NRAM (previously known asNorthern Rock (Asset Management) plc) andBradford & Bingley s overarching objective is to manage theseshareholdings commercially to create and protectvalue for the taxpayer as shareholder and to deviseand execute a strategy for realising value for theGovernment s ownership stakes in an orderly andactive way over time within the context of pro -tecting and creating value for the taxpayer asshareholder, paying due regard to the maintenanceof Financial stability and acting in a way thatpromotes is a Companies Act company and operates atarm s-length from Government. Since 1 April 2016UK Government Investments Limited has been itssole shareholder. ukfi 's ultimate beneficial owner isHM Treasury. More detail on ukfi 's role, remit andownership approach is set out in our FrameworkDocument and investment Mandate with HMTreasury, which can be found at S FOREWORD7 ukfi made further significant progress with the execution of its mandate this year.

4 UK Asset ResolutionLtd (UKAR) continued to make material progress in the orderly reduction of its balance sheetannouncing a sale of loans in March 2017, in addition to repayments and redemptions totalling in the Financial year. As a result of these events the UKAR balance sheet has been reduced by 93bn since it was formed in 2010. We recommenced a disposal of Lloyds shares through a new tradingplan which had reduced the Government s shareholding to less than 2 per cent by 31 March to the year end, on 17 May 2017, it was announced that the Government was no longer ashareholder in the bank following the final sale of shares through the trading plan. The full exit of Lloydsrepresents a significant milestone for the Government, Lloyds and ukfi . Total proceeds realised fromshare sales and dividends received in relation to Lloyds were In 2016 the UK economy continued to perform solidly, growing at around 2 per cent.

5 The volatility infinancial markets we witnessed in the latter half of 2015 continued into the first half of 2016; however amarked decline in volatility in the latter part of the year created conditions which were more conduciveto disposals. This helped to support our recommendation that further sales of Lloyds shares continue byway of a trading plan and enabled UKAR to conduct a competitive process for the sale of loansannounced at the end of the the first half of the year, we made preparations for the launch of an offer of shares in Lloyds to thepublic. However, given the ongoing volatility in Financial markets over the summer we recommended thatplans for a retail offer of shares in Lloyds be withdrawn. Shares sales conducted through a retail offerremain part of our disposal tool kit which we continue to consider when assessing disposal options forthe Government s bank shares.

6 In October a trading plan was put in place (designed to sell shares in themarket over time in an orderly and measured way) for the Government s residual holding in Lloydsshares. Similar to the previous trading plan, ukfi and the Government set a floor price and otherparameters to ensure the taxpayer received value for money from every sale. Between 7 October 2016(when the plan was announced) and 31 March 2017, shares were sold at an average price of total proceeds of In the previous Financial year UKAR announced the sale of its mortgage servicing operations toComputershare Limited . This sale provided UKAR customers with stability and continuity of service, whileenabling the company to continue to deliver taxpayer value through a controlled wind down of itsbalance sheet. At year end UKAR announced the sale of a portfolio of performing buy-to-let mortgagesheld by Bradford & Bingley.

7 Final completion of the sale was announced in April 2017, enabling totalrepayments of to the taxpayer, including towards a reduction of the loanextended to the Financial Services Compensation Scheme (FSCS) by HM Treasury. A further saleprogramme is expected to be launched later in 2017 to enable full repayment of the FSCS loan. We continue to review opportunities to make further reductions to the Government s shareholding inRBS, but the need to resolve legacy issues at the bank meant we were unable to recommend sharedisposals during the year. When he announced the launch of the Lloyds trading plan, the Chancellor saidthat further disposals of the Government s shares in RBS would require the resolution of legacy issuesrelating to the EU State Aid agreement and the conduct charges relating to Residential Mortgage BackedSecurities (RMBS) in the US.

8 We have continued to engage closely with RBS to monitor progress inrelation to both of these s foreword831 March 2017 marked the completion of the first year of operations of UK Government Investments (UKGI). ukfi is a wholly owned subsidiary of UKGI and while we have continued to work this year as aseparate company with our own Framework Document and investment Mandate, we have been workingclosely with UKGI colleagues to prepare for the integration of the two companies. I mentioned in lastyear s Annual Report that ukfi and UKGI would become one company, and we have made significantprogress towards creating a single operational platform for both companies. In view of the significantreduction in the size of the Government s Financial sector assets under our stewardship, the Board ofUKFI has concluded that Financial year 2017/18 will be ukfi s last year of operations, and that ukfi willbe fully integrated into UKGI on 31 March 2018.

9 I would like to take this opportunity to thank all my Board colleagues for their hard work over the experience and insightful advice has been of great value as we continue to carry out the mandateset by HM Treasury and make the necessary preparations to ensure a smooth integration into UKGI. James Leigh-PembertonChairman and Accounting Officer 5 July 2017UK Financial Investments Ltd9 Annual REPORT AND ACCOUNTS2016/17 Strategic Report0110 This Chapter provides an overview of ukfi s activities, with reference to ukfi s objectives for 2016/17including: a summary of how we have approached our role as an active and engaged shareholder over the pastyear, with the objective of building sustainable shareholder value; an update on our strategy for disposing of the shareholdings; a review of the principal risks and uncertainties facing ukfi ; and a description of ukfi s objectives for 2017 detailed information on the Financial performance of each of the investee companies over the pastyear is provided in Chapters 2 to 4.

10 Chapters 5 and 6 provide further information on ukfi s internalgovernance and remuneration policies. The ukfi Board, supported by its two sub-committees, takes allmajor strategic decisions for the Company. The directors provide the Company with the appropriateexperience, expertise and independence to manage the Government s Investments on a commercialbasis. Chapters 7 and 8 provide the independent auditor s report and ukfi s Financial statements for 2016 has produced an unqualified set of accounts for the eight years of its operation. Our directadministration expenditure for the year under review was , of which staff costs were Financial Investments LtdIntroductionUnder the framework set by the Government, ukfi is required to manage the shareholdings on acommercial basis, actively engaging at a strategic level rather than intervening in day-to-day managementdecisions.