Blueprint
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
April 27, 2018
Commission
File Number: 001-10306
The
Royal Bank of Scotland Group plc
RBS,
Gogarburn, PO Box 1000
Edinburgh
EH12 1HQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_________
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ___
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
The following information was issued as Company announcements
in London, England and is furnished pursuant to General Instruction
B to the General Instructions to Form
6-K:
The Royal Bank of Scotland Group plc
27 April 2018
Ring Fenced Structure - Director Changes
The
Royal Bank of Scotland Group plc (together with its subsidiaries
"RBS") today announces changes to the composition of boards of
Directors in connection with the Ring-Fencing
Transfer Scheme (the "Scheme") under Part VII of the Financial
Services and Markets Act 2000 which is expected to be implemented
on 30 April 2018.
Implementation
of the Scheme will be a significant step towards the restructuring
of RBS to comply with the UK ring-fencing
legislation that requires the separation of essential banking
services from investment banking services from 1 January
2019.
As
previously announced, under the Scheme, The Royal Bank of Scotland
plc (RBS plc)
will:
●
transfer its UK retail & commercial banking
business to Adam & Company PLC (Adam);
●
transfer its covered bonds in issue and Mentor
business to National Westminster Bank Plc (NatWest);
and
●
transfer branches
and other properties to either NatWest or Adam.
At the
same time, RBS plc will be renamed "NatWest Markets Plc", Adam will
be renamed "The Royal Bank of Scotland plc" and assume
banknote-issuing responsibility.
After
the Scheme and subsequent restructuring is completed in 2018,
NatWest Holdings Limited will have direct ownership of The Royal
Bank of Scotland plc (formerly Adam & Company plc), National
Westminster Bank Plc and Ulster Bank Ireland DAC. NatWest Holdings
Limited will have indirect ownership of Coutts & Company and
Ulster Bank Limited.
The
non-ring-fenced entities will be NatWest Markets Plc (formerly RBS
plc) that will continue to undertake RBS's finance, risk management
and trading activities; and The Royal Bank of Scotland
International Limited (RBSI), along with Isle of Man Bank Limited,
which will continue to serve the markets and customers it serves
today.
For
more details of the additional restructuring steps and end-state
ring fencing business model for RBS, please refer to the 2017 RBS
Annual Report and Accounts, including pages 109-110. An overview of
RBS's resulting corporate structure can be found on its website
at
https://www.rbs.com/rbs/ringfencing/overview-of-our-legal-entity.html
When
the Scheme is implemented, it is proposed that the boards of
NatWest Holdings Limited, The Royal Bank of Scotland plc (formerly
Adam & Company plc), National Westminster Bank Plc and Ulster
Bank Limited (together the "Ring-Fenced Bank Entities") and NatWest
Markets Plc ("NWM") will be made up as follows:
Ring-Fenced Bank Entities:
●
With the exception of Frank Dangeard, all Directors
of The Royal Bank of Scotland Group plc ("RBSG") will continue to
be Directors of the Ring-Fenced Bank Entities.
●
Yasmin Jetha will step down from the board of RBSG with effect from
30 April 2018 and will hold the position of Non-executive Director
on the boards of the Ring-Fenced Bank Entities.
●
Patrick Flynn will be appointed to the boards of the Ring-Fenced
Bank Entities with effect from 1 June 2018. As also announced
today, Patrick will be appointed to the board of RBSG with effect
from 1 June 2018.
●
Francesca Barnes, Graham Beale and Ian Cormack will
be appointed to the boards of the Ring-Fenced Bank Entities as
Non-executive Directors with effect from 1 May 2018.
NWM:
With
effect from 30 April 2018, the following appointments are
planned:
●
With the exception of Frank Dangeard and Brendan Nelson, all
existing directors of The Royal Bank of Scotland plc will step
down.
●
Frank Dangeard will assume the role of
Chairman of NWM.
●
Vivek Ahuja and Sarah Wilkinson will be
appointed as Non-executive Directors on the board of
NWM.
●
Chris Marks (CEO) and Richard Place (CFO) will
be appointed as Executive Directors on the board of
NWM.
Mr
Dangeard and Mr Nelson are both currently Non-executive Directors
on the board of RBSG and will continue to hold those positions. Mr
Marks and Mr Place both hold their respective executive roles in
the existing NatWest Markets franchise model.
Howard
Davies, Chairman of RBSG, said:
"I am
pleased to welcome our new directors to the Group. The new boards
bring together a diverse range of experience and perspectives to
support our commitment to building a strong and sustainable
business. The appointments are important steps towards fulfilling
our obligations under ring-fencing and will significantly
strengthen the governance of the
Group."
Biographies
for new directors:
Francesca Barnes
Francesca
joined Coutts as a non-executive director in 2012.
Francesca
retired from her executive career in 2008 after a 27 year career in
finance. She held a number of senior roles within UBS Investment
Bank including Global Head of Private Equity; Head of Strategy and
Development; Global Loan Portfolio Manager and Chair of the UBSIB
Development Board. Francesca started her career at Chase
Manhattan Bank which she left in 1991 for an 18 month leave of
absence to travel extensively.
Francesca
now pursues a portfolio in both the commercial and voluntary
sectors including non-executive roles at Harbourvest Global Private
Equity and Capvis Private Equity; as Chair of Trustees for Penny
Brohn UK and a council member of the University of
Southampton
Francesca
holds a BA Hons (Oxon) in Geography from St Hugh's College,
Oxford.
Graham Beale
Graham
was the Chief Executive Officer of Nationwide Building Society, the
UK's largest mutual institution and the world's largest building
society from April 2007 to April 2016. Prior to that, he was the
Nationwide Group Finance Director from 2003 to 2007.
In a
non-executive capacity, Graham has also been a member of the boards
of VISA Europe Limited from 2007 to 2011 and the British Bankers'
Association from 2014 to 2016. He was also Chair (2013 - 2015) and
member of the Financial Conduct Authority Practitioners Panel from
2011 to 2016 and Chair (2009 - 2010) and a member of the board of
the Building Societies Association from 2007 to 2016.
In
2016, Graham was awarded a CBE in New Year's Honours for services
to the Financial Services Sector.
Ian Cormack
Ian
spent thirty years with Citibank/Citigroup where he gained
significant experience in commercial banking and occupied a number
of senior positions, including UK Country Head (CCO), head of
European training and co-head of the Global Financial Institutions
Business. He was on the British Bankers' Association Council, the
London Stock Exchange Settlement Board, the Chancellor's City
Advisory Panel and was Chairman of the CHAPS payments system. Ian
was chief executive of AIG's insurance, financial services and
asset management business in Europe between 2000 and 2002 and was
on the board of Luxembourg based bond clearing house
CEDEL.
Ian has
extensive boardroom experience and is currently a non-executive
director of Just Group plc, Hastings Group Holdings plc and is
chairman of Maven Income & Growth VCT 4 plc. He has previously
been the senior independent director of Phoenix Group Holdings plc,
Xchanging Limited (formerly Xchanging plc), Partnership Assurance
Group Limited (formerly Partnership Assurance Group plc) and
Bloomsbury Publishing plc. Prior to these appointments, he was also
a director of Aspen Insurance Holdings Limited (Bermuda) and the
Qatar Financial Centre Authority.
Born in
Dundee then raised in Cornwall, Ian has a PPE degree from Oxford
where he chairs the alumni advisory panel of Pembroke
College.
Vivek Ahuja
Vivek
is presently Group CFO & Partner at Terra Firma Capital
Partners Limited. He has a wealth of experience working in
global finance with over 20 years in senior CFO leadership roles.
Most recently he was with Standard Chartered Bank, where he was the
Deputy Group CFO and prior to that Group CFO (Wholesale Banking)
and Regional CFO (Middle East & South Asia). He has also
worked with other top-tier global financial institutions in a
variety of roles spanning finance, strategy, and corporate &
institutional banking.
Vivek
has in-depth business and operational knowledge across wholesale,
corporate and retail banking globally. During his time at Standard
Chartered Bank, he had regular interaction with the Board and Audit
Committee on financial performance and strategy related
issues. Vivek is a Fellow of the Institute of Chartered
Accountants in England & Wales and has also been a member of
Council and the Financial Services Faculty Board.
Sarah Wilkinson
Sarah
has been the Chief Executive Officer of NHS Digital (UK Government)
since August 2017, having previously been the Chief Digital, Data
and Technology Officer at the Home Office. Prior to that, Sarah
held a number of senior leadership roles at top-tier global
financial institutions in Technology, IT Strategic Transformation
and Risk Management. Sarah is also sits on the Audit, Risk and
Compliance Committee of Kings College London, is a member of the
Imperial College Department of Computing Advisory Board and the
Oxford University Department of Mathematics Advisory Board, and is
a member of The Tech Partnership.
Sarah
was voted UK Chief Digital Officer of the Year 2017 by the CDO Club
and named Number 2 in the UK Tech 50 2017 by Computer Weekly.
She has over 20 years' experience in CIO leadership roles,
extensive experience of implementing change through complex
technology programs and has strong knowledge and experience of the
financial services sector.
A
further announcement will be made by RBSG when the Scheme has
become effective.
For
Further Information Contact:
RBS Investor Relations:
Matt
Waymark
Head of
Investor Relations
+44 (0)
20 7672 1758
RBS Media Relations:
+44 (0)
13 1523 4205
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Legal
Entity Identifier
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The
Royal Bank of Scotland Group plc
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2138005O9XJIJN4JPN90
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The
Royal Bank of Scotland plc
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RR3QWICWWIPCS8A4S074
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National
Westminster Bank Plc
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213800IBT39XQ9C4CP71
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Adam
& Company PLC
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213800GC5AG3WC3FEM84
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Date: 27
April 2018
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THE
ROYAL BANK OF SCOTLAND GROUP plc (Registrant)
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By: /s/
Jan Cargill
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Name:
Jan Cargill
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Title:
Deputy Secretary
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