NatWest Markets Plc 16 February 2024
Annual Report and Accounts 2023
A copy of the Annual Report and Accounts 2023
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
2023 in full unedited text. Page references in the text refer to
page numbers in the Annual Report and Accounts 2023.
Principal Risks and
Uncertainties
Set out below are certain risk
factors that could have a material adverse effect on NWM Group's
future results, its financial condition, and/or prospects, and
cause them to be materially different from what is forecast or
expected, and directly or indirectly impact the value of its
securities. These risk factors are broadly categorised and should
be read in conjunction with other risk factors in this section and
other parts 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 of all potential risks and uncertainties
facing NWM Group.
Economic and political risk
NWM Group, its customers and its
counterparties face continued economic and political risks and
uncertainties in the UK and global markets, including as a result
of inflation and interest rates, supply chain disruption, and
geopolitical developments.
NWM Group is affected by global
economic and market conditions, particularly those in the UK.
Uncertain and volatile economic conditions can create a challenging
operating environment for financial services companies such as NWM
Group. The outlook for the UK and the global economy is affected by
many factors including: GDP growth, inflation and changing interest
rates, changing asset prices (including residential and commercial
property), energy prices, supply chain disruption, and changes to
monetary and fiscal policy.
These conditions could be
exacerbated by a number of factors including: instability in the UK
and/or global financial systems, market volatility and change,
fluctuations in the value of the pound sterling, new or extended
economic sanctions, economic volatility in the UK or globally,
volatility in commodity prices, political uncertainty or
instability (for example the upcoming US presidential election and
the UK general election to take place before February 2025), or
concerns regarding sovereign debt or sovereign credit ratings,
changing demographics in the markets that NWM Group and its
customers serve, increasing social and other inequalities, rapid
changes to the economic environment due to the adoption of
technology, automation, artificial intelligence, or due to climate
change, and/or other sustainability-related risks. See also
'Changes in interest rates will continue to affect NWM Group's
business and results' and 'Fluctuations in currency exchange rates
may adversely affect NWM Group's results and financial
condition'.
NWM Group is also exposed to risks
arising out of geopolitical events or political developments that
may hinder economic or financial activity levels. Political,
military or diplomatic events, geopolitical tensions armed conflict
(for example the Russia-Ukraine and Israel-Hamas conflicts),
terrorist acts or threats, protectionist policies or trade
barriers, widespread public health crises, related potential
adverse effects on supply chains and the responses to any of the
above scenarios by various governments and markets, could
negatively affect the business and performance of NWM Group,
including as a result of the direct or indirect impact on UK,
regional or global trade and/or NWM Group's customers and
counterparties.
In recent years, the UK has
experienced significant political uncertainty and a general
election will take place before February 2025. Heightened political
uncertainty could lead to a loss of confidence in the UK, that
could in turn, negatively impact the economy and companies
operating in the UK. NatWest Group also faces political uncertainty
in Scotland as a result of a possible Scottish independence
referendum.
Scottish independence may adversely
affect NWM Group plc both in relation to NatWest Group entities
incorporated in Scotland and in other jurisdictions. Any changes to
Scotland's relationship with the UK or the EU may adversely affect
the environment in which NatWest Group plc 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, any
of which could adversely affect NWM Group.
The value of NWM Group's own and
other securities may be materially affected by market risk,
including as a result of market fluctuations. Market volatility,
illiquid market conditions and disruptions in the financial markets
may make it very difficult to value certain of NWM Group's own and
other securities, particularly during periods of market
displacement. This could cause a decline in the value of NWM
Group's own and other securities, or 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, or resulting in, rapid
depreciation in asset values, which may be accompanied by a
reduction in asset liquidity. Under these conditions, hedging and
other risk management strategies may not be as effective at
mitigating 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 often automatically) 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,
market events have historically been difficult to predict, and NWM
Group, its customers and its counterparties could realise
significant losses if extreme market events were to
occur.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
Fluctuations in currency exchange
rates may adversely affect NWM Group's results and financial
condition.
Decisions of 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
fluctuations in currency exchange rates.
Although NWM Group is principally a
UK-focused banking group, it is subject to structural foreign
exchange risk from capital deployed in NWM Group's foreign
subsidiaries and branches. NWM Group also issues instruments in
non-sterling currencies, such as USD, that assist in meeting NWM
Group's MREL requirements. In addition, NWM Group conducts banking
activity in non-sterling currencies (for example, loans, deposits
and dealing activity) which affect its revenue. NWM Group also uses
service providers based outside of the United Kingdom for certain
services and as a result certain operating expenses are subject to
fluctuations in currency exchange rate. NWM Group maintains
policies and procedures designed to manage the impact of its
exposure to fluctuations in currency exchange rates. Nevertheless,
changes in currency exchange rates, particularly in the sterling-US
dollar and sterling-euro rates, may adversely affect various
accounting and financial metrics including the value of assets,
liabilities (including the total amount of MREL-eligible
instruments), income and expenses, RWAs and hence the reported
earnings and financial condition of NWM Group.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, reputation, and/or its ability to meet regulatory
capital adequacy requirements.
Changes in interest rates will
continue to affect NWM Group's business and results.
NWM Group's performance is affected
by changes in interest rates. Benchmark overnight interest rates,
such as the UK base rate, increased in 2023, although forward rates
at 31 December 2023 suggested interest rates may begin to fall in
2024.
Stable interest rates support
predictable income flow and less volatility in asset and liability
valuations, although persistently low and negative interest rates
may adversely affect NWM Group.
Further, volatility in interest
rates may result in unexpected outcomes both for interest income
and asset and liability valuations which may adversely affect NWM
Group. For example, unexpected movements in spreads between key
benchmark rates such as sovereign and swap rates may, in turn,
affect liquidity portfolio valuations. In addition, unexpected
sharp rises in rates may also have negative impacts on some asset
and derivative valuations. Furthermore, customer and investor
responses to rapid changes in interest rates can have an adverse
effect on NWM Group. For example, customers may make deposit
choices that provide them with higher returns than those then being
offered by NWM Group, and NWM Group may not respond with
competitive products as rapidly, for example following an interest
rate change which may in turn decrease NWM Group's net interest
income.
Movements in interest rates also
influence and reflect the macroeconomic situation more broadly,
affecting factors such as business and consumer confidence,
property prices, default rates on loans, customer behaviour, and
other indicators that may indirectly affect NWM Group.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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
adversely affect NWM Group and its operating
environment.
As a result of the UK's withdrawal
from the EU, certain aspects of the services provided by NatWest
Group require local licences or individual equivalence decisions
(temporary or otherwise) by relevant regulators. In late 2021 the
European Commission proposed legislation that would require non-EU
firms to establish a branch or subsidiary in the EU before
providing 'banking services' in the EU. When these proposals become
law all 'banking services' provided by NatWest Group (of which NWM
Group forms part) in the EU may be licensable activities in each EU
member state in which it provides such services and member states
may not be permitted to offer bilateral permissions to financial
institutions outside the EU allowing them to provide such 'banking
services' except in limited circumstances. Furthermore, failure to
extend existing equivalence determinations, exemptions and
derogations in relation to regulations such as margin and clearing
regulations or capital regulations, may adversely affect customer
engagement and/or may significantly negatively impact the operating
model and business operations of NWM Group.
NatWest Group continues to evaluate
its EU operating model, making adaptations as necessary. Changes to
NatWest Group's and NWM Group's EU operating model have been, and
may continue to be, costly and failure to receive regulatory
permissions and/or further changes to its business operations,
product offering, customer engagement, and regulatory requirements
could result in further costs and/or regulatory
sanction.
Furthermore, transferring business
to an EEA based subsidiary, including in connection with NatWest
Group's Western European corporate portfolio, is a complex exercise
and involves legal, regulatory and execution risks, and could
result in a loss of business and/or customers or higher than
anticipated costs (see also, 'The transfer of NatWest Group's
Western European corporate portfolio involves certain risks.'). Any
of the above could, in turn, adversely affect NWM Group.
On 13 November 2023, the European
Central Bank (ECB) confirmed that RBS Holdings N.V. and its
subsidiary NatWest Markets NV (both subsidiaries of NWM Group) were
classified as a "significant supervised group". As a result, the
ECB assumed direct supervision of both subsidiaries on 1 January
2024. Direct ECB supervision could have an
adverse effect on NWM Group's business strategy, operating model
and prudential requirements.
The long-term effects of Brexit and
the uncertainty regarding NWM Group's EU operating model may
adversely affect NWM Group and its customers and counterparties who
are themselves dependent on trading with the EU or personnel from
the EU. The long-term effects of Brexit may also be exacerbated by
wider UK and global macroeconomic trends and events.
Uncertainties remain as to the
extent to which EU/EEA laws will diverge from UK law. For example,
bank regulation in the UK may diverge from European bank regulation
following the enactment of the Financial Services and Markets Act
2023 ('FSMA 2023') and the Retained EU Law (Revocation and Reform)
Act 2023. In particular, FSMA 2023 provides for the revocation of
Retained EU Law relating to financial services regulation but sets
out that this process will likely take a number of years and that
the intention is that specific retained EU laws will not be revoked
until such time as replacement regulatory rules are in place. The
actions taken by regulators in response to any new or revised bank
regulation and other rules affecting financial services, may
adversely affect NWM Group, including its business, non-UK
operations, group structure, compliance costs, intragroup
arrangements and capital requirements.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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 Autumn Statement 2023
(presented on 22 November 2023), the UK Government confirmed its
commitment to exiting its shareholding in NatWest Group plc,
subject to market conditions. It also stated that it "intends to
fully exit by 2025-26 utilising a range of disposal methods" and
"will explore options to launch a share sale to retail investors in
the next twelve months, subject to supportive market
conditions".
NatWest Group plc has most recently:
(i) carried out a directed buyback of NatWest Group plc ordinary
shares from HM Treasury in May 2023, and (ii) made purchases under
NatWest Group plc's on-market buyback programmes announced in July
2023 and February 2024. NatWest Group plc may participate in
similar directed or on-market buybacks in the near- and medium-term
future. As at 8 January 2024, HM Treasury held 36.94% of the
ordinary share capital with voting rights of NatWest Group
plc.
Achievement of the UK Government's
Autumn Statement 2023 objective is likely to entail it selling a
significant number of NatWest Group plc's shares. The precise
timing, method and extent of further HM Treasury's disposal of
NatWest Group plc's shares may be driven by economic as well as
other considerations and is uncertain, which could result in a
prolonged period of price volatility for NatWest Group plc's
ordinary shares and its (and NatWest Group's (including NWM Group)
other securities.
Any offers or sales of a substantial
number of ordinary shares in NatWest Group plc by HM Treasury
(including at a discount or with other incentives), market
expectations about these offers or sales, or perceptions about the
success or failure of any offers or sales (including for example,
media or public attention on any such offering or post-offer share
price performance), and any directed, on- or off-market buyback
activity by NatWest Group plc, could affect the prevailing market
price for the outstanding ordinary shares of NatWest Group plc,
and, in the case of a directed, on- or off-market buyback, could
reduce NatWest Group plc's capital and liquidity, which may have an
adverse effect on NWM Group.
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 their own independent board of directors and management team
determining their own strategy. However, for as long as HM Treasury
remains NatWest Group plc's largest single shareholder, HM Treasury
and UK Government Investments Limited ('UKGI') (as manager of HM
Treasury's shareholding) could exercise a significant degree of
influence over NatWest Group (including NWM Group) including: the
election or removal of directors, the appointment or removal of
senior management, NatWest Group's (including NWM Group's) capital
strategy, dividend policy, remuneration policy or the conduct of
NatWest Group's operations. HM Treasury or UKGI's approach largely
depends on government policy, which could change. The manner in
which HM Treasury or UKGI exercises HM Treasury's rights as NatWest
Groups plc's largest single shareholder 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, which may in turn adversely affect NatWest Group (including
NWM Group). The exertion of such influence over NatWest Group could
in turn adversely affect 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 Plc's board of directors and NWM Group's
corporate policies and strategic direction. The interests of
NatWest Group plc (as an equity holder and as NWM Group's parent)
and the interests of the C&I business segment may differ from
the interests of NWM Group or of potential investors in NWM Group's
securities. See also, 'NWM Group has been in a period of
significant structural and other change, including as a result of
NatWest Group's strategy and NatWest Group's recent creation of its
C&I business segment (of which NWM Group forms part) and may
continue to be subject to significant structural and other
change.'
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
Strategic risk
NWM Group has been in a period of
significant structural and other change, including as a result of
NatWest Group's strategy and NatWest Group's creation of its
C&I business segment (of which NWM Group forms part) and may
continue to be subject to significant structural and other
change.
As part of NatWest Group's strategy,
NWM Group's own strategy has evolved to focus on serving NatWest
Group's corporate and institutional customer base via the creation
of NatWest Group's C&I business segment (which combines the
previously separately reporting NatWest Group's Commercial, NatWest
Markets and RBS International businesses). Since the quarter ending
30 March 2022, NatWest Group plc has been reporting its results
under the C&I operating segment structure, although NWM Plc
continues to also report on a standalone legal entity
basis.
The C&I business segment was
created to promote closer operational and strategic alignment to
support NatWest Group growth, with more integrated services to
customers across NatWest Group entities, within and outside the
ring-fenced banks with the potential increased risk of breach of
the UK ring-fencing regime requiring effective conflicts of
interest policies. As a result of further focusing on NatWest
Group's core C&I customers, NWM Group's prospects have become
further dependent on the success and strategy of NatWest Group and
its C&I business segment in particular.
NWM Group's ability to serve its
customers may be adversely affected by its changing business
strategy and customer reactions to the changing nature of NWM
Group's business model may be more adverse than expected.
Previously anticipated revenue and profitability levels may not be
achieved (including in relation to: the ability to support customer
transactions whilst meeting NWM Group capital targets, and changes
to the availability of risk capital), in the timescales envisaged
or at all. An adverse macroeconomic environment, political and
regulatory uncertainty, market volatility and change, uncertainties
regarding the senior leadership of NatWest Group, and/or strong
market competition may require NWM Group to adjust aspects of its
strategy or the timeframe for its implementation. It is anticipated
that NWM Plc will continue to generate operating losses in the
short-term and as a result its capital levels may
decline.
NWM Group's strategy requires it to
meet cost-reduction targets. A significant proportion of the cost
savings are dependent on simplification of the IT systems and
therefore may not be realised if IT capabilities are not delivered
in line with assumptions. 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.
As part of NWM Group's strategy, NWM
Group has set a number of financial, capital and operational
targets and expectations, which are expected to require further
reductions to its wider cost base. The financial, operational and
capital targets and expectations envisaged by NWM's strategy 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 judgements, any of which may prove to
be inaccurate. NWM Group has implemented a shared services model
and transfer pricing arrangements with some entities within NatWest
Group's ring-fenced sub-group (including NatWest Bank Plc and The
Royal Bank of Scotland Plc). NWM Group therefore relies directly or
indirectly on NatWest Group entities to provide services to itself
and its clients. This reliance has increased as a result of NWM
Group joining NatWest Group's C&I business segment.
A failure of NWM Group to receive
these services 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.' In
addition, any change to the cost and/or scope of services provided
by NatWest Group may impact NWM Group's competitive position and
its ability to meet its other targets.
NWM's strategy entails legal,
execution, operational and regulatory (including compliance with
the UK ring-fencing regime), conflicts, IT system, cybersecurity,
culture, people, conduct, business and financial risks to NWM
Group. As a result, NWM Group may not be able to successfully
implement some or all aspects of its strategy or may not meet any
or all of the related strategic targets or expectations.
Each of the risks identified above,
individually or collectively, could adversely affect NWM Group's
products and services offering or office locations, competitive
position, ability to meet targets and commitments, reputation with
customers or business model and may result in higher-than-expected
costs, all of which could adversely affect NWM Group and its
ability to deliver its strategy. There is a risk that the intended
benefits of NatWest Group's and NWM Group's strategies may not be
realised in the timelines or in the manner contemplated, or at all.
Various aspects of NWM Group's strategy may not be successful, may
not be completed as planned, or at all, or could be phased or could
progress in a manner other than as expected. This could lead to
additional management actions by NatWest Group (or NWM Group),
regulatory action or reduced liquidity and/or funding
opportunities.
Any of the above may lead to NWM
Group not being viable, competitive, or profitable, and may have a
material adverse effect on NWM Group's future results, financial
condition, prospects, and/or reputation.
The transfer of NatWest Group's
Western European corporate portfolio involves certain
risks.
To improve efficiencies and best
serve customers following Brexit, NWM Group expects that certain
assets, liabilities, transactions and activities of NatWest Group
(including NatWest Group's Western European corporate portfolio
principally consisting of term funding and revolving credit
facilities) (the 'Transfer Business'), may be: (i) transferred from
the ring-fenced subgroup of NatWest Group to NWM Group, and/or (ii)
transferred to the ring-fenced subgroup of NatWest Group from NWM
Group, subject to regulatory and customer requirements. The timing,
success and quantum of any of these transfers remain uncertain as
is the impact of these transactions on its results of operations.
As a result, this may have a material adverse effect on NWM Group's
future results, financial condition, prospects, and/or
reputation.
Financial resilience risk
NWM Group may not achieve its
ambitions, targets and guidance it communicates, generate returns
or implement its strategy effectively.
As part of NWM Group's strategy, NWM
Group has set a number of financial, capital and operational
targets and guidance including in respect of: balance sheet and
cost-reduction measures, 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 climate strategy (including its climate and sustainable funding
and financing targets) and customer satisfaction
targets.
NWM Group's ability to meet its
ambitions, targets and guidance and make discretionary capital
distributions is subject to various internal and external factors,
risks and uncertainties. These include but are not limited to: UK
and global macroeconomic, political, market and regulatory
uncertainties, operational risks and risks relating to NWM Group's
business model and strategy (including risks associated with
climate and other sustainability-related issues). See also, 'NWM
Group, its customers and its counterparties face continued economic
and political risks and uncertainties in the UK and global markets,
including as a result of inflation and interest rates, supply chain
disruption, and geopolitical developments.'
A number of factors may impact NWM
Plc and NWM N.V.'s abilities to maintain their respective CET1
ratio targets, including the macroeconomic environment,
impairments, the extent of organic capital generation or the
reduction of RWA and the receipt and payment of dividends. 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 anticipated.
NWM Group's ability to meet its
planned reductions in annual costs may vary considerably from year
to year. Furthermore, the focus on maintaining 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 adversely affect NWM Group's business and its
ability to achieve its targets and guidance
and execute its strategy. Furthermore, NWM Group's strategy may not
be successfully executed or it may not meet its ambitions, targets,
guidance and expectations.
Any of the above may lead to NWM
Group not being a viable, competitive or profitable banking
business and may have a material adverse effect on NWM Group's
future results, financial condition, prospects, and/or
reputation.
NWM Plc and/or its regulated
subsidiaries may not meet the prudential regulatory requirements
for regulatory 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 and NWM N.V.'s target CET1
ratios are based on regulatory requirements and management actions
(see the targets set forth in each respective entity's Outlook
section) that rely on internal modelling and risk appetite
(including under stress). As at 31 December 2023, NWM Plc's solo
CET1 ratio was 17.1%. 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 N.V.'s CET1 ratios include:
-
a depletion of NWM Plc or NWM N.V.'s capital
resources through reduced profits (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 N.V.'s
RWAs, stemming from exceeding target RWA levels, 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 internal 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 N.V. (as
regulated by the European Central Bank and De Nederlandsche Bank,
including Pillar 2 requirements and regulatory buffers as well as
any applicable scalars;
-
further developments of prudential regulation (for
example, finalisation of Basel 3.1 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 including on activity or legacy
entities owned by NWM Plc and NWM N.V.
See also 'NWM Group has been in a
period of significant structural and other change, including as a
result of NatWest Group's strategy and NatWest Group's recent
creation of its C&I business segment (of which NWM Group forms
part) and may continue to be subject to significant structural and
other change.'
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,' 'NatWest Group (including NWM Group)
may become subject to the application of UK statutory stabilisation
or resolution powers which may result in, for example, the
write-down or conversion of NWM Group entities' Eligible
Liabilities', and NWM Group may be adversely affected if NatWest
Group fails to meet the requirements of regulatory stress
tests.'
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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
anticipates that in 2024, it will issue £3 to 5 billion of public
benchmark issuance, 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. This access entails execution risk, regulatory risk,
risk of reduced commercial activity, risk of loss of market
confidence in NWM Group if it cannot finance its activities and
risk of a ratings downgrade, which could be influenced by a number
of internal or external factors, including, those summarised in
these risk factors.
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, NatWest Group plc is the only entity 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 requirements and MREL 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 N.V. may fail to meet their respective regulatory capital
and/or MREL (at present, NWM N.V. does not have its own
MREL).
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group may not meet the
prudential regulatory requirements for liquidity and funding or may
not be able to adequately access sources of liquidity and funding,
which could trigger the execution of certain management actions or
recovery options.
Liquidity and the ability to raise
funds continues to be a key area of focus for NWM Group and the
industry as a whole. NatWest Group and NWM Plc (on a standalone
basis) are required by regulators in the UK, the EU and other
jurisdictions in which they undertake regulated activities to
maintain adequate liquidity and funding resources. To satisfy its
liquidity and funding requirements, NWM Group may therefore 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 2023, NWM Group
held £9.3 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
clients, changes in customer behaviour, loss of clients and/or
investor confidence (including in individual NWM Group entities or
the UK banking sector or the banking sector as a whole), changes in
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.
Macroeconomic developments,
political uncertainty, changes in interest rates, and market
volatility, could affect NWM Group's ability to access sources of
liquidity and funding on satisfactory terms, or at all. This may
result in higher funding costs and failure to comply with
regulatory capital, funding and leverage requirements. As a result,
NWM Plc and its subsidiaries could be required to change their
funding plans and/or their funding operations. For example,
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.
This could exacerbate funding and
liquidity risk, which may adversely affect NWM Group.
As at 31 December 2023, NWM Group
reported a liquidity coverage ratio of 183%. If its liquidity
position and/or funding were to come under stress and if NWM Group
is unable to raise funds through deposits, wholesale funding
sources or other reliable funding sources, on acceptable terms, or
at all, its liquidity position would likely 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.
If, under a stress scenario, the
level of liquidity falls outside of NWM Group's risk appetite,
there are a range of recovery management actions that NWM Group
could take to manage its liquidity levels, but any such actions may
not be sufficient to restore adequate liquidity levels, and the
related implementation may have adverse consequences for NWM Group.
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 Group's applicable liquidity requirements would trigger
consideration of NWM Plc's recovery plan, and in turn may prompt
consideration and execution of NatWest Group's recovery plan, to
attempt to remediate a deficient liquidity position.
NWM Group may need to liquidate
assets to meet its liabilities, including disposals of assets not
previously identified for disposal to reduce its funding or payment
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 or its operations. 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 may adversely affect NWM
Group.
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.
Continuing market volatility may
impact capital and RWAs and NWM Group and its subsidiaries may be
required to adapt their funding plans or change their operations in
order to satisfy their respective capital and funding requirements,
which may have a negative impact on NWM Group. Market volatility
may also result in increases to leverage exposure.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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 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 and execution 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 at NatWest
Group plc, 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, in turn, affect: 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, for
example, the write-down or conversion of NWM Group entities'
Eligible Liabilities.' In addition, if NWM Plc or NWM N.V.'s
liquidity position were to be adversely affected, this may require
assets to be liquidated or may result in higher funding costs,
which may adversely affect NWM Group's operating
performance.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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
and funding position and increase the cost of funding.
Rating agencies regularly review
NatWest Group plc, NWM Plc and other NatWest Group entities' credit
ratings and outlooks. NWM Group entities' credit ratings and
outlooks, could be negatively affected (directly and indirectly) by
a number of factors that can change over time, including, without
limitation: credit rating agencies' assessment of NWM Group's
strategy and management's capability; its financial condition
including in respect of profitability, asset quality, capital,
funding and liquidity, and risk management practices; the level of
political support for the sectors and regions 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, geopolitical and economic
conditions in NWM Group's key markets (including inflation and
interest rates, supply chain disruptions and the outcome of 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.
See also 'A reduction in the ESG
ratings of NatWest Group (including NWM Group) or NWM Group may
have a negative impact on NatWest Group (including NWM Group)'s or
NWM Group's reputation and on investors' risk appetite and
customers' willingness to deal with NatWest Group (including NWM
Group) or NWM Group.'
Any reductions in the credit ratings
of NatWest Group plc, NWM Plc or of certain other NatWest Group
entities, including, in particular, any downgrade 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 capital markets, reduce the size of its deposit base and
trigger additional collateral or other requirements in its funding
arrangements or the need to amend such arrangements, which could
adversely affect NWM Group's (and, in particular, NWM Plc)
liquidity and funding position, 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), on favourable terms, or at all. This may
in turn adversely affect NWM Group's competitive position and
threaten its prospects.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group operates in markets that
are highly competitive, with competitive pressures and technology
disruption.
The markets within which NWM Group
operates are highly competitive, and NWM
Group expects competition to continue and intensify in response to
various changes including: evolving customer behaviour,
technological changes (including digital currencies and other
instruments, stablecoins and the growth of digital banking, such as
from fintech entrants), competitor behaviour, new entrants to the
market (including non-traditional financial services providers who
may have competitive advantages in scale, technology and consumer
engagement), competitive foreign exchange offerings, industry
trends resulting in increased disaggregation or unbundling of
financial services or conversely the re-intermediation of
traditional banking services, and the impact of regulatory actions
and other factors. In particular, developments in the financial
sector resulting from new (or more competitive) banking and lending
products and services offered by rapidly evolving incumbents,
challengers (including shadow banks and alternative lenders, i.e.
entities which carry out activities of a similar nature to banks
but without the same regulatory oversight) and new entrants such as
technology companies (which may result in a shift in customer
behaviour) and the introduction of disruptive technology, may
impede NWM Group's ability to grow or retain its market share and
impact its revenues and profitability. Moreover, innovations such
as biometrics, artificial intelligence (including generative
artificial intelligence), automation, the cloud, blockchain,
cryptocurrencies and quantum computing may rapidly facilitate
industry transformation.
Increasingly, many of the products
and services offered by NWM Group are, and will become, more
technology intensive, including through digitalisation, automation
and the use of artificial intelligence. NWM Group's ability to
develop or acquire such digital solutions (which also comply with
applicable and evolving regulations) and
their integration in NWM Group's systems and controls has become
increasingly important to retaining and growing NWM Group's
competitiveness, market share and customer business-facing
businesses across its geographical footprint.
There is a risk 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 strategic partnerships with
third party technology providers) will not be successful or that it
will not allow NWM Group to maintain or grow such innovative
products and services in the future. For example, NWM Group's
current or future competitors may be more successful than NWM Group
in implementing technologies for delivering products or services to
their clients, which may adversely affect its competitive position.
NWM Group may also fail to identify future opportunities or fail to
derive benefits from technologies in a context of technological
innovation, changing customer behaviour and changing regulatory
demands, resulting in increased competition from traditional
banking businesses as well as new providers of financial services,
including technology conglomerates with strong brand recognition,
that may be able to develop financial services at a lower cost
base. NWM Group's competitors may also be better able to attract
and retain clients and key employees, may have more effective 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 cost efficiencies. This could affect NWM Group's ability
to offer innovative products or technologies for delivering
products or services to clients, in turn affecting its competitive
position. NWM Group may also fail to identify future opportunities
or fail to derive benefits from technologies in a context of
technological innovation, changing customer behaviour and changing
regulatory demands.
Furthermore, the development of
innovative products depends on NWM Group's ability to effectively
produce, acquire, or manage 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 rolled out in a timely manner, it will lose market
share, incur losses on some or all of its initiatives 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 automated processes
and artificial intelligence. Such initiatives may result in
operational, reputational and conduct risks if the technology used
is not used appropriately, is defective, inadequate or is not fully
integrated into NWM Group's current solutions, systems and
controls. There can be no certainty that such initiatives will
deliver the expected cost savings and investment in technology
(including automated processes and artificial intelligence) will
likely also result in increased costs for NWM Group.
In addition, the implementation of
NatWest Group's strategy (including in relation to acquisitions,
divestments, reorganisations and/or partnerships), delivery on its
climate ambition, cost-controlling measures, as well as employee
remuneration constraints, may also have an impact on NWM Group's
ability to compete effectively. Intensified competition from
incumbents, challengers and new entrants as well as
disintermediation by large technology companies 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 (and NWM
Group's) strategic initiatives.
Furthermore, continued consolidation
or technological or other developments in the financial services
industry could result in NWM Group's competitors gaining greater
capital and other resources, including the ability to offer a
broader and more attractive or better value range of products and
services and geographic diversity, or the emergence of new
competitors.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group may be adversely affected
if NatWest Group fails to meet the requirements of regulatory
stress tests.
NatWest Group is subject to annual
and other stress tests by its regulator in the UK. Stress tests are
designed to assess the resilience of banks such as NWM Group 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 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, all of which may have
a material adverse effect on NatWest Group's (and NWM Group's)
future results, financial condition, prospects, and/or
reputation.
NWM Group has significant exposure
to counterparty and borrower risk including credit losses, which
may have an adverse effect on NWM Group.
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 affect
NWM Group's profitability.
NWM N.V., a subsidiary of NWM Plc,
has a portfolio of loans and loan commitments to Western European
corporate customers. As a result, through the NWM N.V. business and
NWM Group's other activities, NWM Group has exposure to many
different sectors, 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 are likely to increase due to a potential transfer of NatWest
Group's Transfer Business (see 'The transfer of NatWest Group's
Western European corporate portfolio involves certain
risks').
The credit quality of NWM Group's
borrowers and other counterparties may be affected by UK and global
macroeconomic and political uncertainties, prevailing economic and
market conditions. These include factors relating to interest rates
and inflation, changing asset prices (including residential and
commercial property), energy prices, supply chain disruption,
changes to monetary and fiscal policy, the impact of armed
conflict, and the legal and regulatory landscape in the UK and
countries where NWM Group is exposed to credit risk. Any further
deterioration in these conditions or changes to legal or regulatory
landscapes could worsen borrower and counterparty credit quality or
impact the enforcement of contractual rights, increasing credit
risk. NWM Group is exposed to the financial sector, including
sovereign debt securities, financial institutions, 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).
Concerns about, or a default by, a financial institution or
intermediary could lead to significant liquidity problems and
losses or defaults by other financial institutions, since the
commercial and financial soundness of many financial institutions
and intermediaries is closely related and interdependent as a
result of credit, trading, clearing and other relationships. Any
perceived lack of creditworthiness of a counterparty or borrower
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 regular
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.'
and 'NWM Group may not meet the prudential regulatory requirements
for liquidity and funding or may not be able to adequately access
sources of liquidity and funding, which could trigger the execution
of certain management actions or recovery options.'
As a result, adverse changes in
borrower and counterparty credit risk may cause additional
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 judgement 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.
Going forward, NWM Group anticipates observable credit
deterioration of a proportion of assets resulting in a systematic
uplift in defaults, which is mitigated by those economic assumption
scenarios being reflected in the Stage 2 ECL across portfolios,
along with a combination of post model overlays in both wholesale
and retail portfolios reflecting the uncertainty of credit
outcomes. See also, 'Risk and capital management - Credit risk'. A
credit deterioration would also lead to RWA increases. Furthermore,
the assumptions and judgements used in the MES and ECL assessment
at 31 December 2023 may not prove to be adequate resulting in
incremental ECL provisions for NWM Group.
Due to NWM Group's exposure to the
financial industry, it also has exposure to shadow banking entities
(i.e., entities which carry out activities of a similar nature to
banks without the same regulatory oversight). 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, and/or ensure
effective reporting and governance in respect of shadow banking
exposure, this may adversely affect NWM Group.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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
external or internal fraud (collectively, 'financial crime')). NWM
Group's models, and the parameters and assumptions on which they
are based, are periodically reviewed.
As model outputs are imperfect
representations of real-world phenomena or simplifications of
complex real-world systems and processes, and are based on a
limited set of observations, model outputs therefore remain
uncertain. NWM Group may face adverse consequences as a result of
actions or decisions based on models that are poorly developed,
incorrectly implemented, outdated or used inappropriately. This
includes models that are based on inaccurate or non-representative
data (for example, where there have been changes in the micro or
macroeconomic environment in which NWM Group operates) or as a
result of the modelled outcome being misunderstood, or by such
information being used for purposes for which it was not designed.
This could result in findings of deficiencies by NatWest Group's
(and in particular, NWM Group's) regulators (including as part of
NatWest Group's mandated stress testing) and increased capital
requirements, may render some business lines uneconomic, may
require management action or may subject NWM Group to regulatory
sanction, any of which in turn may also have an adverse effect on
NWM Group and its customers.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group's financial statements are
sensitive to underlying accounting policies, judgements, estimates
and assumptions.
The preparation of financial
statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of assets,
liabilities, income, expenses, exposures and RWAs.
While estimates, judgements 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, judgements and assumptions (particularly those involving
the use of complex models). Further, accounting policy and
financial statement reporting requirements increasingly require
management to adjust existing judgements, estimates and assumptions
for the effects of climate-related, sustainability and other
matters that are inherently uncertain and for which there is little
historical experience which may affect the comparability of NWM
Group's future financial results with its historical results.
Actual results may differ due to the inherent uncertainty in making
climate-related and sustainability estimates, judgements and
assumptions.
Accounting policies deemed critical
to NWM Group's results and financial position, based upon
materiality and significant judgements and estimates, involve a
high degree of uncertainty and may have a material impact on its
results. For 2023, these include loan impairments, fair value,
deferred tax and conduct and litigation provisions. These are set
out in the section 'Critical accounting policies'.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
Changes in accounting standards may
materially impact NWM Group's financial results.
NWM Group prepares its consolidated
financial statements in conformity with the requirements of the
Companies Act 2006 and in accordance with IFRS as issued by the
International Accounting Standards Board.
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.
NWM Group's trading assets amounted
to £45.3 billion as at 31 December 2023. 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, judgements 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.
From time to time, the International
Accounting Standards Board may issue new accounting standards or
interpretations that could materially impact how NWM Group
calculates, reports and discloses its financial results and
financial condition, and which may affect NWM Group capital ratios,
including the CET1 ratio. 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'.
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 in the
future 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. NatWest Group has
dedicated significant resources towards the preparation of NatWest
Group for a potential resolution scenario. In June 2022 the Bank of
England communicated its assessment of NatWest Group's preparations
and did not identify any shortcomings, deficiencies or substantive
impediments although two areas were highlighted as requiring
further enhancements. NatWest Group could be adversely affected
should future Bank of England assessments deem NatWest Group's
preparations to be inadequate.
If future Bank of England
assessments identify 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 does not have
adequate plans in place to meet resolvability requirements, NatWest
Group may be required to take action to enhance its preparations to
be resolvable, resulting in additional costs and the dedication of
additional resources. Such a scenario 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,
restrictions on NatWest Group's maximum individual and aggregate
exposures, a requirement to dispose of specified assets, a
requirement to change its legal or operational structure, a
requirement to cease carrying out certain activities and/or to
maintain a specified amount of MREL.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NatWest Group (including NWM Group)
may become subject to the application of UK statutory stabilisation
or resolution powers which may result in, for example, the
write-down or conversion of NWM Group entities' Eligible
Liabilities.
HM Treasury, the Bank of England,
the PRA and the 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; and (v)
temporary public ownership of the relevant entity. These options
may be applied to NatWest Group plc as the parent company or to NWM
Group, as a subsidiary, 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 within NatWest Group, 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 N.V., in the Netherlands by the relevant Dutch
and European regulatory authorities.
Under the UK Banking Act 2009, the
Authorities are generally required to have regard to specified
objectives in exercising the powers provided for by the UK 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 provides
that where resolution action is taken, the Authorities are required
to ensure that no creditor is in a worse position than if the bank
had entered into normal insolvency proceedings. Although, this
safeguard may not apply in relation to an application of the
separate write-down and conversion power relating to capital
instruments in circumstances where a stabilisation power is not
also used, the UK Banking Act still requires the Authorities to
respect the hierarchy on insolvency when using the write-down and
conversion power. Further, 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 issued by NatWest Group (including NWM Group), which may
depend on factors outside of NWM Group's control. Moreover, the UK
Banking Act provisions remain largely untested in practice,
particularly in respect of resolutions of large financial
institutions and groups.
If NatWest Group is at or is
approaching the point such that regulatory intervention is
required, there may correspondingly be a material adverse effect on
NWM Group's future results, financial condition, prospects, and/or
reputation.
Climate and sustainability-related risks
NWM Group and its value chain face
climate-related and sustainability-related risk that may adversely
affect NWM Group.
NWM Group and its value chain
(including its investors, customers, counterparties (including its
suppliers) and employees) may face financial and non-financial
risks arising from sustainability-related risks, including
climate-related risks.
Climate and sustainability-related
risks may:
-
adversely affect asset pricing and valuations of
NWM Group's own and other securities and, in turn, the wider
financial system;
-
adversely affect economic activities directly (for
example through lower corporate profitability or the devaluation of
assets) or indirectly (for example through macro-financial
changes);
-
adversely affect the viability or resilience of
business models over the medium to longer term, particularly those
business models most vulnerable to climate and
sustainability-related risks;
-
trigger losses stemming directly or indirectly
from liability risks, and/or reputational damage, including as a
result of adverse media coverage, activists, the public, customers,
counterparties (including suppliers) and/or investors associating
NWM Group or its customers with adverse climate and
sustainability-related issues;
-
adversely affect NWM Group's ability to contribute
to deliver on NatWest Group's strategy, including contributing to
achieve NatWest Group's climate ambitions and targets;
-
exacerbate other risk categories to which NWM
Group is exposed, including credit risk, operational risk
(including business continuity), market risk (both traded and
non-traded), liquidity and funding risk (for example, net cash
outflows or depletion of liquidity buffers), reputational risk,
pension risk, regulatory compliance risk and conduct risk;
and
-
may have a material adverse effect on NWM Group's
reputation, future results, financial condition and/or prospects
(including cash flows, access to finance or cost of capital over
the short, medium or long term).
Climate and sustainability matters
are becoming increasingly political and polarised. Some customers,
counterparties (including suppliers) and investors may decide not
to do business with NWM Group because, according to their own
assessment, NatWest Group (including NWM Group) strategy, ambitions
and targets related to climate and sustainability do not meet their
expectations, whereas others may decide not to do business with NWM
Group for failing to progress to contribute to NatWest
Group's climate and sustainability-related strategy,
ambitions and targets or if they are of the view that they lack
credibility.
If NWM Group fails to identify,
assess, prioritise, monitor and react appropriately to climate and
sustainability-related risks, in a timely manner or at all, climate
and sustainability-related physical, transition and liability risks
and opportunities, changing regulatory and market expectations and
societal preferences that NWM Group, its customers, counterparties
(including suppliers) face, this may have a material adverse effect
on NWM Group's business, future results, financial condition,
prospects, reputation or the price of its securities.
Climate-related risks may adversely
affect the global financial system, NWM Group or its value
chain.
Climate-related risks represent a
source of systemic risk in the global financial system. The
financial impacts of climate-related risks are expected to be
widespread and may disrupt the orderly functioning of financial
markets and have an adverse effect on financial institutions,
including NWM Group.There are significant uncertainties as to the
location, extent and timing of the manifestation of the physical
impacts of climate change, such as more severe and frequent extreme
weather events (storms, flooding, subsidence, heat waves, droughts
and wildfires), rising average global temperatures and sea levels,
nature loss, declining food yields, destruction of critical
infrastructure, supply chain disruption and resource scarcity.
Damage to NWM Group customers' and counterparties' (including
suppliers') properties and operations could disrupt business,
result in the deterioration of the value of collateral or insurance
shortfalls, impair asset values and negatively impact the
creditworthiness of customers and their ability and/or willingness
to pay fees, afford new products or repay their debts, leading to
increased default rates, delinquencies, write-offs and impairment
charges in NWM Group's portfolios. In addition, NWM Group's
premises and operations, or those of its critical outsourced
functions may experience damage or disruption leading to increased
costs. Any of these may have a material adverse effect on NWM
Group's future results, financial condition, prospects, and/or
reputation.
To meet the goals of the UK's Net
Zero Strategy will require a net-zero transition across all sectors
of the UK economy.
The impacts of the extensive social,
commercial, technological, policy and regulatory changes required
to achieve this transition remain uncertain but are expected to be
significant, subject to continuous changes and developments 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 in a timely
manner, or at all. NWM Group's business and customers in some
sectors, including but not limited to, residential mortgages,
commercial real estate, agriculture (primary farming), automotive
manufacturing, aviation, shipping, land transport and logistics
(freight road, passenger rail and road), electricity generation and
oil and gas are expected to be particularly impacted. The timing
and pace of the net-zero transition is also uncertain, will depend
on many factors and uncertainties and may be near-term, gradual and
orderly, or delayed, rapid and disorderly, or a combination of
these.
Climate-related risks may exacerbate
the impact of financial and non-financial risks and they may have a
material adverse effect on NWM Group's future results, financial
condition, prospects, and/or reputation, including as a result of
financial losses caused directly or indirectly by climate-related
litigation and conduct matters (referred to as 'liability risk').
See also, 'NWM Group may be subject to potential climate and other
sustainability-related litigation, enforcement proceedings,
investigations and conduct risk.'
NWM Group and its value chain may,
face other sustainability-related risks that may adversely affect
NWM Group.
NWM Group and its value chain
(including its investors, customers, counterparties (including its
suppliers) and employees) may face financial and non-financial
risks arising from broader (i.e. non-climate-related)
sustainability issues. These include: (i) risks relating to nature
loss (such as the loss and/or decline of the state of nature
including but not limited to, the reduction of any aspect of
biological diversity and other forms of environmental degradation
such as air, water and land pollution, soil quality degradation and
water stress);
(ii) risks related to societal
(including human rights) matters, for example, climate change and
environmental degradation negatively impacting people's standard of
living and health, geopolitical tensions and conflict endangering
people's lives and security, the displacement of communities, the
violation of indigenous people's rights, unjust working conditions
and labour rights breaches (including discrimination, lack of
diversity and inclusion, inequality, gender/ethnicity pay gap and
payments under the minimum wage), modern slavery, financial crime,
data privacy breaches and lack of support for the vulnerable; and
(iii) governance-related risks (including board diversity, ethics,
executive compensation and management structure).
NWM Group is directly and indirectly
exposed to multiple types of nature-related risks through the
breadth of its activities, products and services offering,
including through the risk of default by customers whose businesses
are exposed to nature-related risks. In 2021, NatWest Group
(including NWM Group) first classified 'Biodiversity and Nature
Loss' as an emerging risk for NatWest Group (including NWM Group)
within its Risk Management Framework. From January 2024, NatWest
Group (including NWM Group) has expanded its key risk definition
from climate risk to climate and nature risk and updated its
climate risk policy to reflect emerging nature-related risks and to
capture requirements that go beyond climate risk.
NatWest Group (including NWM Group)
supports the aims of the Task Force on Nature Related Financial
Disclosure and continues to enhance its reporting and measurement
capabilities, acknowledging challenges associated with data
availability, while continuing to review evolving disclosure
standards and framework. NatWest Group's (including NWM Group)
approach is to integrate nature its existing strategy on climate,
recognising there is still, much to do in understanding its impacts
and dependencies on nature as well as our nature-related risks and
opportunities.
There is also increased scrutiny
from NWM Group's investors, customers, counterparties (including
its suppliers), employees, communities, regulators, the media and
other stakeholders on how NWM Group addresses societal and
governance related matters, including unjust working conditions and
labour rights breaches, resilience in the workplace, safety and
wellbeing, data protection and management, workforce management,
human rights and value chain management. For example, NatWest
Group's (including NWM Group) ambition is to support
decarbonisation while promoting energy security, may lead to
continued exposure to carbon-intensive activities and sectors
regarded as posing high climate and nature-related and societal
(including human rights) risks, (such as the textiles, agriculture
and mining sectors) each of which may impact NWM Group's employees,
customers, counterparties (including suppliers) and stakeholders
and their business activities and/or the communities in
which they operate and, in turn, result in
reputational risk for NWM Group.
There is also growing expectation of
the need for a 'just transition' and 'energy justice' - in
recognition that the transition to net zero should happen in a way
that is as fair and inclusive as possible to everyone concerned.
Although NatWest Group (including NWM Group) continues to evaluate
and assess how it integrates 'just transition' considerations into
its climate and sustainability strategy, a failure (or perception
of failure) by NatWest Group (including NWM Group) to sufficiently
factor these considerations into existing products and service
offerings may adversely affect NatWest Group's (including NWM
Group) reputation.
In 2023, NatWest Group (including
NWM Group) published its initial assessment of its 'salient human
rights issues'. Human rights saliency assessments are high-level
scoping exercises based on internal and external stakeholder
engagement and involve subjective materiality and other judgements
including as to severity and likelihood of human rights impacts.
Failure by NatWest Group (including NWM Group) to identify, assess,
prioritise and monitor any actual or potential adverse human rights
issues that NatWest Group (including NWM Group) contributes to, or
is directly linked to, may adversely impact people and communities,
which in turn may have a material adverse effect on NWM Group's
future results, financial condition, prospects and/or
reputation.
Sustainability-related risks may
have the potential to cause or stress other financial and
non-financial risks, including climate-related risks, and they may
have a material adverse effect on NWM Group's future results,
financial condition, prospects, and/or reputation, including as a
result of financial losses caused directly or indirectly by
sustainability-related litigation and conduct matters (referred to
as 'liability risk'). See also, 'NWM Group may be subject to
potential climate and other sustainability-related litigation,
enforcement proceedings, investigations and conduct
risk'.
NatWest Group's climate change
related strategy, ambitions, targets and transition plan entail
significant execution and/or reputational risks and are unlikely to
be achieved without significant and timely government policy,
technology and customer behavioural changes.
NatWest Group has an ambition to
become a leading bank in the UK, helping to address the climate
challenge.
At NatWest Group's Annual General
Meeting in April 2022, ordinary shareholders passed an advisory
'Say on Climate' resolution endorsing NatWest Group's previously
announced strategic direction on climate change, including its
ambitions to at least halve the climate impact of its financing
activity by 2030, achieve alignment with the 2015 Paris Agreement
and reach net zero across its financed emissions, assets under
management and operational value chain by 2050. Further, in
December 2022, NatWest Group published its science-based targets
validated by Science Based Target Initiative for 79% of its lending
book as at 31 December 2019 and 57% of debt securities and equity
shares, excluding sovereign debt securities.
NatWest Group has also announced and
in the future it may also announce other climate ambitions, targets
and initiatives which support its aim to help addressing the
climate challenge.
Making the changes necessary to
contribute to achieving NatWest Group's strategic direction on
climate change, including contributing to achieve NatWest Group's
climate ambitions and targets and contributing to execute NatWest
Group's transition plan, together with the active management of
climate and sustainability-related risks and other regulatory,
policy and market changes, is likely to necessitate material
changes to NWM Group's business, operating model, its existing
exposures and the products and services NWM Group provides to its
customers (potentially on accelerated timescales). NWM Group may be
required to (i) significantly reduce its financed emissions and its
exposure to customers that do not align with a transition to net
zero or do not have a credible transition plan in place, and (ii)
divest or discontinue certain activities for regulatory or legal
reasons or in response to the transition to a less carbon-dependent
economy. Increases in lending and financing activities may wholly
or partially offset some or all these reductions, which may
increase the extent of changes and reductions
necessary.
Making the necessary changes (or not
making the necessary changes in a timely manner, or at all) may
have a material adverse effect on NWM Group's business and
operations, financial condition, prospects and competitive position
and NWM Group's ability to contribute to achieving NatWest Group's
climate and financial ambitions and targets, take advantage of
climate change-related opportunities and generate sustainable
returns.
NWM Group's ability to contribute to
achieving NatWest Group's strategy, including contributing to
achieve NatWest Group's climate ambitions and targets, will
significantly depend on many factors and uncertainties beyond NWM
Group's control. These include (i) the extent and pace of climate
change, including the timing and manifestation of physical and
transition risks; (ii) the macroeconomic environment; (iii) the
effectiveness of actions of governments, legislators, regulators
and businesses; (iv) the response of the wider society, investors,
customers, suppliers and other stakeholders to mitigate the impact
of climate and sustainability-related risks; (v) changes in
customer behaviour and demand; (vi) appetite for new markets,
credit appetite, concentration risk appetite, lending and
underwriting opportunities; (vii) developments in the available
technology; (viii) the roll-out of low carbon infrastructure; and
(ix) the availability of accurate, verifiable, reliable, auditable,
consistent and comparable data. These external factors and other
uncertainties will make it challenging for NWM Group to contribute
to achieving NatWest Group's climate ambitions and targets and
there is a significant risk that all or some of these ambitions and
targets will not be achieved or not achieved within the intended
timescales.
NWM Group's ability to contribute to
achieving NatWest Group's climate ambitions and targets depends to
a significant extent on the timely implementation and integration
of appropriate government policies.
The UK CCC June 2023 Progress Report
to the UK Parliament states that the rate of emissions reduction
will need to significantly increase for the UK to meet its 2030
commitments and continued delays in policy development and
implementation mean achievement is increasingly
challenging. On 20 September 2023, the UK Government announced its revised
plans on reducing emissions to reach net zero, including (i)
delaying the proposed ban on the sale of petrol and diesel cars to
2035; (ii) not proceeding with new policies forcing landlords to
upgrade the energy efficiency of their properties; and (iii)
delaying the ban on new fossil fuel boilers for certain households.
Accordingly, NatWest Group (including NWM Group) considers
achievement of the following ambitions increasingly challenging (i)
50% of NatWest Group's mortgage portfolio to have an EPC rating of
C or above by 2030; and (ii) to at least halve the climate impact
of NatWest Group's financing activity by 2030, against a 2019
baseline.
NatWest Group (including NWM Group)
has also stated that it plans to phase-out 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. Data challenges, particularly the lack
of granular customer information, creates challenges in identifying
customers with 'coal related infrastructure' (e.g. transportation
and storage) and other customers with 'coal- related operations'
within NatWest Group's (including NWM Group) large and diversified
customer portfolios. Therefore, there is a risk that some customers
with UK-based coal activities may not have been identified and that
NatWest Group (including NWM Group) will not be able to identify
all relevant activities to achieve these coal phase-out
plans.
Any delay or failure by NWM Group in
contributing to set, make progress against or meet NatWest Group's
climate-related ambitions, targets and plans may have a
material adverse effect on NWM Group's future results, financial
condition, prospects, and/or reputation and may increase the
climate and sustainability-related risks NWM Group
faces.
There are significant limitations
related to accessing accurate, reliable, verifiable, auditable,
consistent and comparable climate and other sustainability-related
data that contribute to substantial uncertainties in accurately
modelling and reporting on climate and sustainability information,
as well as making appropriate important internal
decisions.
Meaningful reporting of climate and
sustainability-related risks and opportunities and their potential
impacts and related metrics depends on access to accurate,
reliable, verifiable, auditable, consistent and comparable climate
and sustainability-related data from counterparties (including
suppliers) or customers. Data may not be generally available or, if
available, may not be accurate, reliable, verifiable, auditable,
consistent, or comparable. Any failure of NWM Group to
proportionately collect or develop accurate, reliable, verifiable,
auditable, consistent and comparable counterparty (including
supplier) and customer data, may adversely affect NWM Group's
ability to prepare meaningful reporting which is relevant,
represented in an accurate, verifiable, comparable and
understandable way of the climate and sustainability-related risks
and opportunities, which may adversely affect NWM Group's ability
to meet external disclosure obligations and its reputation,
business and its competitive position.
In the absence of other sources,
reporting of financed emissions, facilitated emissions and other
sustainability data by financial institutions, including NWM Group,
is necessarily based on aggregated information developed by third
parties that may be prepared in an inconsistent way using different
methodologies, interpretations, or assumptions. NWM Group's climate
and sustainability-related disclosures use a greater number and
level of assumptions, judgements and estimates than many of its
financial disclosures.
These assumptions, judgements and
estimates are highly likely to change materially over time, and,
when coupled with the longer timeframes used in these climate and
sustainability-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 sector and other assumptions that may not be accurate
for a given counterparty (including supplier) or customer. There
may also be data gaps that are filled using proxy data, such as
sectoral averages or use of emissions estimated by a third party,
again developed in a variety of ways and in some cases not in a
timely manner causing data to be potentially outdated at the time
when they are used.
Significant risks, uncertainties and
variables are inherent in the assessment, measurement and
mitigation of climate and sustainability-related risks. These
include data quality gaps and limitations mentioned above, as well
as the pace at which climate science, greenhouse gas accounting
standards and various emissions reduction solutions develop. In
addition, there is significant uncertainty about how climate change
and the world's transition to a net-zero economy will unfold over
time and how and when climate and sustainability-related risks will
manifest. These timeframes are considerably longer than NWM Group's
historical and current strategic, financial, resilience and
investment planning horizons.
As a result, NWM Group's climate and
sustainability-related disclosures may be amended, updated or
restated in the future as the quality and completeness of NWM
Group's data and methodologies continue to improve.
These data quality challenges, gaps
and limitations may have a material impact on NWM Group's ability
to make effective business decisions about climate and
sustainability-related risks and opportunities, including risk
management decisions, to comply with disclosure requirements and to
monitor and report progress in meeting ambitions, targets and
pathways.
Climate-related risks are
challenging to model due to their forward-looking nature, the lack
of and/or quality of historical testing capabilities, lack of
accuracy, standardisation and incompleteness of emissions and other
climate and sub-sector related data and the immature nature of risk
measurement and modelling methodologies. As a result, it is very
difficult to predict and model the impact of climate-related risks
into precise financial and economic outcomes.
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 NWM Group would like to happen, rather
they explore the possible implications of different judgements 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 NWM Group that
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
climate-related risks on financial assets which will presumably
evolve rapidly in the coming years;
-
the number of variables and the 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 continue to evolve 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
financed emissions.
The calculation method for
facilitated emissions in respect of capital markets activities is
still in the process of developing and to date there is no unified
industry approach. Therefore, measuring, monitoring and reporting
on facilitated emissions will present similar data and modelling
challenges as described above for on balance sheet financed
emissions.
Accordingly, these risks and
uncertainties coupled with significantly long timeframes make the
outputs of climate-related risk modelling, climate-related targets
(including emission reduction targets) and pathways, inherently
more uncertain than outputs modelled for traditional financial
planning cycles based on historical financial information.
Furthermore, there is a lack of scientific, industry and regulatory
consensus regarding the appropriate metrics, methodologies,
modelling and standardised reporting to enable the assessment of
the location, acuteness, and severity of climate-related risks and
the monitoring and mitigation of these risks in the economy and
financial system. There is increasing industry concern
(acknowledged by the Network for Greening the Financial System)
that model scenarios, including those provided by central banks and
supervisory bodies and are too benign and may not adequately
capture: (i) the financial implications of increasing frequency and
severity of acute physical risks as global temperatures increase;
(ii) second and third order impacts such as disruptions to supply
chains and increased geo-political risks; nor (iii) possible
'tipping points' that could lead to large, irreversible changes in
the climate system (for example the melting of permafrost or the
Greenland and Antarctic ice sheets).
Capabilities within NWM Group to
appropriately assess, model, report and manage climate-related
risks and impacts and the suitability of the assumptions required
to model and manage climate-related risks appropriately continue to
develop. But such development is still in its early stages. Even
when those capabilities are appropriately 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 judgements and data quality
gaps and limitations may lead to inadequate risk management
information and frameworks, or ineffective business adaptation or
mitigation strategies or regulatory non-compliance all of which may
have a material adverse effect on NWM Group's business, future
results, financial condition, prospects, reputation and the price
of its securities.
Failure to implement effective
governance, procedures, systems and controls in compliance with
legal, regulatory requirements and societal expectations to manage
climate and sustainability-related risks and opportunities could
adversely affect NWM Group.
The UK's prudential regulation of
climate-related risk management is an important driver in how
NatWest Group (including NWM Group) develops its associated risk
framework for financing activities or engaging with counterparties
(including suppliers). Legislative and regulatory authorities are
publishing expectations as to how banks should prudently manage and
transparently disclose climate and sustainability-related risks. In
the UK this includes the Bank of England's Supervisory Statement
3/19 on the management of climate-related financial risks, covering
governance, risk management, scenario analysis and disclosure which
sets out expectations that firms, such as NatWest Group (including
NWM Group), take a strategic approach to managing climate-related
financial risks, identifying current risks and those that can
plausibly arise in the future, and appropriate actions to mitigate
those risks.
In March 2023 the Bank of England
published a report setting out its latest thinking on
climate-related risks and regulatory capital frameworks. It found
there to be uncertainty over whether banks are sufficiently
capitalised for future climate-related losses, and it stated that
it will undertake further analysis to explore whether changes to
the regulatory capital frameworks may be required.
Any failure of NatWest Group
(including NWM Group) to fully and timely embed climate and other
sustainability-related risks into its risk management practices and
framework to appropriately identify, assess, prioritise and monitor
the various climate-related physical and transition risks and other
sustainability-related risks and apply the appropriate product
governance process in line with applicable legal and regulatory
requirements and expectations, may adversely affect NWM Group's
regulatory compliance, prudential capital requirements, liquidity
position and this may have a material adverse effect on NWM Group's
business, future results, financial condition, prospects,
reputation or the price of its securities.
Increasing levels of climate and
other sustainability-related laws, regulation and oversight may
adversely affect NWM Group.
NatWest Group as well as its
subsidiaries in the UK, EU and elsewhere are increasingly becoming
subject to more extensive climate and sustainability-related legal
and regulatory requirements. In the UK, these include mandatory
requirements by the FCA and under the Companies Act 2006 to make
climate-related disclosures consistent with the recommendations of
the Task Force on Climate related Financial Disclosures. In
addition, in August 2023 the FCA set out its intention to consult
in 2024 on rules and guidance for listed companies to disclose in
line with the UK-endorsed ISSB standards and the Transition Plan
Taskforce Disclosure Framework published in October 2023 as a
complementary package. Further regulatory requirements may emerge
as part of the developing UK sustainability-related disclosure
requirements. In the EU, these climate and sustainability-related
legal and regulatory requirements include the EU Taxonomy, the EU
Corporate Sustainability Reporting Directive ('CSRD'), the EU Green
Bond Standard and proposed EU Corporate Sustainability Due
Diligence Directive ('CSDDD').
Certain non-UK subsidiaries of
NatWest Group in the EU and elsewhere may also be subject to EU,
national and other climate and sustainability laws and regulations
which in some cases may differ.
For example, NatWest Group's Dutch
subsidiary, NWM N.V., is subject to the EU Taxonomy, CSRD, the
proposed CSDDD and other legal, regulatory and supervisory
expectations relating to climate-related and environmental risk
management and disclosure. A failure of NWM Group or any of its
subsidiaries including NWM N.V., to comply with these regulations,
whether through insufficient resources, expertise, support,
customer and counterparty data challenges or otherwise may have an
adverse effect on NWM Group's reputation and the successful
contribution to the implementation of NatWest Group's
strategy.
In some jurisdictions, particularly
the United States, regulatory and enforcement activity around
climate and sustainability initiatives is becoming increasingly
politicised. This has resulted in a polarisation between promoting
more extensive climate and sustainability-related requirements,
such as the proposed SEC climate disclosure rules, and challenging
climate and sustainability-related initiatives on the basis of
allegations that they could breach applicable laws.
Divergence between UK, EU, US and
other climate and sustainability-related legal and regulatory
requirements and their interpretation may increase the cost of
doing business (including increased operating costs), may result in
contentious regulatory and litigation risk, may require changes to
NWM Group's business and may restrict NWM Group's access to the
EU/EEA and US capital markets.
Failure to comply with these
divergent legal and regulatory requirements which are applicable to
NWM Group may result in NWM Group and/or its subsidiaries not
meeting applicable regulatory requirements or investors'
expectations. Compliance with these complex and evolving climate
and sustainability-related legal and regulatory requirements and
voluntary standards and initiatives is likely to require NWM Group
to implement significant changes to its business models, IT
systems, products, governance, internal controls over financial
reporting, disclosure controls and procedures, modelling capability
and risk management systems, which may increase the cost of doing
business, result in higher capital requirements and entail
additional change risk and increased compliance, regulatory
sanctions, conduct and litigation (including settlements) costs.
Failure to implement and comply with these requirements, standards
and initiatives may also result in investigations and/or regulatory
sanctions, reputational damage and investor disapproval each of
which may have a material adverse effect on NWM Group's future
results, financial condition, prospects, and/or
reputation.
Increasing regulation of
"greenwashing" is likely to increase the risk of regulatory
enforcement and investigation and litigation.
Misrepresenting or over-emphasising
the extent to which an investment or other type of product takes
into account 'green', 'environmentally friendly', 'sustainable' or
'ethical' features and concerns, using misleading labels and
language in relation to such products and/or omitting material
information about NWM Group's contribution to the climate crisis
(including its direct or indirect contribution to greenhouse gas
emissions), or other sustainability-related issues could
potentially result in complaints, regulatory investigation and/or
sanction, claims and/or litigation and/or reputational
damage.
This risk is likely to increase as
the UK and other jurisdictions implement and enforce new
anti-greenwashing regulations. For example, the FCA's
Sustainability Disclosure Requirements and investment labels policy
statement (PS 23/16) published in November 2023 includes a general
anti-greenwashing rule that requires regulated firms (such as NWM
Plc) to ensure that sustainability claims in financial promotions
of their products and services are consistent with the
sustainability characteristics of the product or service and are
fair, clear and not misleading. The FCA has stated that it would
publish guidance as to how regulated firms should comply with its
anti-greenwashing rule including the requirements for
sustainability claims that will become effective on 31 May 2024
(currently the subject of FCA consultation paper (GC23/3)). In the
EU the European Commission has proposed a Green Claims Directive
which will address false environmental claims and the proliferation
of environmental labels by requiring certain claims to be
substantiated with scientific evidence and independently
verified.
NatWest Group (including NWM Group)
plans to invest in voluntary carbon credits to mitigate emissions
beyond its own value chain whilst transitioning towards a state of
net zero emissions by 2050. NatWest Group (including NWM Group) may
also be involved in trading voluntary carbon credits with its
clients, or facilitating clients to trade these credits. Financial
market and platform regulators are increasingly taking an interest
in the voluntary carbon market and voluntary carbon credits
retired, sold or traded by financial institutions or used by them
as part of their own emissions reduction plans. NWM Group
could potentially be exposed to financial, litigation, regulatory
enforcement and reputational risk where it retires, facilitates or
is otherwise associated with voluntary carbon credit transactions
or use (including use to offset own emissions). This includes where
voluntary carbon credits are not of sufficient quality, potential
issues or risks with respect to such carbon credits (or projects
through which they are generated) are not adequately disclosed or
stated benefits are exaggerated or misleading and/or such carbon
credits are used either by NWM Group or by a third party
organisation (such as a customer) as a substitute for achieving
appropriate emissions reductions in their own
operations.
Any failure of NWM Group to
implement robust and effective climate and sustainability-related
disclosure, communications and product governance policies,
procedures and controls to make accurate public statements and
claims about how environmentally friendly, sustainable or ethical
NWM Group's products and services are and to apply these in line
with applicable legal and regulatory requirements and expectations,
may adversely affect NWM Group's regulatory compliance and/or
reputation and could give rise to increased regulatory enforcement,
investigation and litigation.
NWM Group may be subject to
potential climate 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, nature-related degradation, human rights
violations and other social, governance and sustainability-related
issues.
These risks may arise, for example,
from claims pertaining to:
-
failure 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, balanced, clear, complete, correct,
fair, meaningful, understandable disclosure (which is capable of
being substantiated) to investors, customers, counterparties
(including suppliers) and other stakeholders;
-
conduct, mis-selling and customer protection
claims, including claims which may relate to alleged insufficient
product understanding, unsuitable product offering and /or reliance
upon information provided by NWM Group or claims alleging
unfair pricing of
climate-related products, for example in relation to products where
limited liquidity or reliable market data exists for benchmarking
purposes or which may be impacted by future climate policy
uncertainty or other factors;
-
marketing that portrays products, securities,
activities or policies as having positive climate, nature-related
or sustainable outcomes to an extent that may not be the case, or
may not adequately be qualified and/or omits material information
about NWM Group's contribution to the climate crisis and/or its
direct / indirect contribution to greenhouse gas emissions or other
sustainability-related issues;
-
damages claims under various tort theories,
including common law public nuisance claims, or negligent
mismanagement of physical and/or transition risks;
-
alleged violations of officers', directors' and
other fiduciaries' duties, for example by financing various
carbon-intensive, environmentally harmful or otherwise highly
exposed assets, companies, and industries;
-
changes in the understanding of what constitutes
positive climate, nature-related 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;
-
any weaknesses or failures in specific systems or
processes associated particularly with climate, nature-related or
sustainability linked products, and/or human rights due diligence,
including any failure in the timely implementation, onboarding
and/or updating of such systems or processes;
-
counterparties, collaborators, customers to whom
NWM Group provides services and third parties in NWM Group's value
chain who act, or fail to act, or undertake due diligence, or apply
appropriate risk management and product governance in a manner that
may adversely affect NWM Group's reputation or sustainability
credentials; or
-
NWM Group's or its customers', counterparties'
(including suppliers') involvement in, or decision not to
participate in, certain industries or projects associated with
causing or exacerbating climate change and nature-related
degradation.
Furthermore, there is a risk that
shareholders, campaign groups, customers and activist groups could
seek to take legal action against NWM Group for financing or
contributing to climate change, nature-related degradation and
human rights violations, failure to implement or follow adequate
governance procedures 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 an increase in the number
of legal, conduct and regulatory claims, as well as an increase in
the variety of legal bases being alleged, remedies sought and
amount of damages awarded in legal, conduct and regulatory
proceedings, investigations, administrative actions and other
adversarial proceedings against financial institutions for climate
and sustainability matters. There is a risk that as climate,
nature-related and environmental science develop and societal
understanding of these issues increases and deepens, courts,
regulators and enforcement authorities may apply the then current
understandings of climate and the broader sustainability-related
matters retrospectively when assessing claims about historical
conduct or dealings of financial institutions, including NWM Group.
There is also an increase in enforcement and litigation focusing on
challenging public and private sector sustainability policies and
initiatives intended to address climate change and nature-related
degradation. See also, '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,
supervisors and regulators are increasing their enforcement focus
on climate and sustainability-related matters. For example, the ECB
has stated that enforcement measures in the form of periodic
penalty payments may be imposed on banks that do not fully align
with ECB supervisory expectations of sound practices for managing
climate and environmental risks.
These potential litigation, conduct,
enforcement and contract liability risks may have a material
adverse effect on NWM Group's ability to contribute to achieving
NatWest Group's strategy, including NatWest Group's climate
ambitions and targets, and this may have a material adverse effect
on NWM Group's future results, financial condition, prospects,
and/or reputation.
A reduction in the ESG ratings of
NatWest Group or NWM Group could have a negative impact on NatWest
Group's or NWM Group's reputation and on investors' risk appetite
and customers' willingness to deal with NatWest Group or NWM
Group
ESG ratings from agencies and data
providers which rate how NatWest Group (including NWM Group) or NWM
Group manages environmental, social and governance risks are
increasingly influencing investment decisions pertaining to NatWest
Group's and/or NWM Group's and/or their subsidiaries' securities or
being used as a basis to label financial products and services as
environmentally friendly or sustainable. ESG ratings are often (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 NWM Group's control (e.g. any change in rating
methodology). In addition, NWM Group and certain of its
subsidiaries offer and sell products and services to customers and
counterparties based exclusively or largely on a rating by an
unregulated ESG rating agency or data providers. ESG rating
agencies, at this stage, are not subject to any specific regulatory
or other regime or oversight (although there are proposals by
regulators in different jurisdictions to regulate rating agencies
and data providers).
Regulators have expressed concern
that harm may arise from potential conflicts of interest within ESG
rating and review or second party opinion providers and there is a
lack of transparency in methodologies and data points, which
renders ratings and reviews incomparable between agencies or
providers. Any material reduction in the ESG
ratings of NatWest Group (including NWM Group) or NWM Group may
have a negative impact on NWM Group's reputation, could influence
investors' risk appetite for NWM Group's and/or its subsidiaries'
securities, particularly ESG securities, could potentially affect
the pricing of securities issued by NWM Group and/or its
subsidiaries and could affect a customer's willingness to deal with
NWM Group. A regulatory sanction or enforcement action involving an
ESG rating agency used by a NatWest Group or NWM Group entity could
also have a negative impact on NWM Group's reputation.
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
or disruption resulting from inadequate or failed internal
processes, procedures, people or systems, or from external events,
including legal and regulatory risks, third party processes,
procedures, people or systems. 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 for example, payment errors
or financial crime and fraud), for which there is continued
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 critical service providers (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 technologies, innovation and
responding to regulatory and market changes.
Operational risks continue to be
heightened as a result of the implementation of NatWest Group's
strategy, and the organisational and operational changes involved,
including NatWest Group's phased withdrawal from ROI; NatWest
Group's current cost-controlling measures; the progression towards
working as One Bank across NatWest Group to serve customers; and
conditions affecting the financial services industry generally
(including macroeconomic and other geopolitical developments) as
well as the legal and regulatory uncertainty resulting from these
conditions. It is unclear as to how the future ways of working may
further 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 and other
NatWest Group entities for numerous critical services and
operations, including, without limitation, property, finance,
accounting, treasury, legal, risk, regulatory compliance and
reporting, financial crime, human resources, and certain other
support and administrative functions. A failure by NatWest Bank Plc
or other NatWest Group entities 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 affect NWM Group. 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
may have a material adverse effect on NWM Group's future results,
financial condition, prospects, and/or reputation.
NWM Group is subject to
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 and 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 2023, NatWest Group and its supply
chain were subjected to a small number of Distributed Denial of
Service and ransomware attacks, which are a pervasive threat to the
financial services industry (including NWM Group).
The focus is to manage the impact of the attacks
and sustain availability of services for NWM Group's customers.
Consequently, NWM Group continues to invest significant resources
in developing and evolving of cybersecurity controls that are
designed to minimise the potential effect of such attacks. Third
parties continue to make hostile attempts to gain access to,
introduce malware (including ransomware) into and exploit potential
vulnerabilities of NWM Group's IT systems.
NWM Group has information and
cybersecurity controls that seek to minimise the impact of any such
attacks, which are subject to review on a regular basis, but given
the nature of the threat, there can be no assurance that such
measures will prevent the potential adverse effect of an attack
from occurring. See also, 'NWM Group's operations are highly
dependent on its complex IT systems and any IT failure could
adversely affect NWM Group.'
Any failure in NWM Group's
information and cybersecurity policies, procedures or controls, may
result in significant financial losses, major business disruption,
inability to deliver customer services, or loss of, or ability to
access, data or systems 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 reporting or notification of them, as appropriate
(including for example, the new SEC cybersecurity requirements).
Furthermore, cyberattacks on NWM Group's counterparties and
suppliers may also have an adverse effect on NWM Group's
operations.
Additionally, third parties may
induce employees, customers, third party providers or other users
with access to NWM Group's systems to wrongfully disclose sensitive
information to gain access to NWM Group's data or systems 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 technological failure.
NWM Group expects greater regulatory
engagement, supervision and enforcement to continue in relation to
its overall resilience to withstand IT and IT-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 may adversely
affect NWM Group. Due to NWM Group's reliance on technology and the
increasing sophistication, frequency and impact of cyberattacks,
such attacks may have an adverse effect on 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 the 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.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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, innovate its products offering, meet its
regulatory obligations, and deliver its strategy. Investment is
being made in data tools and analytics, including raising awareness
around ethical data usage (for example, in relation to the use of
artificial intelligence) and privacy across NWM Group. The
availability and accessibility 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 or be able to access that data or the ineffective use or
governance 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 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 data
protection laws could give rise to conduct and litigation risks and
may increase the risk of operational challenges, losses,
reputational damage or other adverse consequences due to
inappropriate models, systems, processes, decisions or other
actions. Any of the above may have a material adverse effect on NWM
Group's future results, financial condition, prospects, and/or
reputation.
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 (including
for technology and data focused roles), in a highly competitive
market, in an era of strategic change and under internal
cost-reduction pressures. In July 2023, NatWest Group plc (NWM
Group's parent entity) appointed a new CEO for an initial term of
twelve months, during which it expects to make a permanent
appointment for the role.
The inability to compensate
employees competitively and/or any reduction of compensation, the
perception that 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, may have an
adverse effect on NWM Group's ability to hire, retain and engage
well qualified employees, especially at a senior level, which could
adversely affect 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 candidates for key management
and non-executive roles, including non-executive directors with the
right skills, knowledge and experience, or may increase the number
of departures of existing employees. Moreover, a failure to foster
a diverse and inclusive workforce may adversely affect 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.
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 may adversely
affect NWM Group.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group's operations are highly
dependent on its complex IT systems 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
system failure, loss of service availability or breach of data
security could potentially cause significant damage to (i)
important business services across NWM Group and (ii) NWM Group's
ability to provide services to its clients, which could result in
reputational damage, significant compensation costs and regulatory
sanctions (including fines resulting from regulatory
investigations) or a breach of applicable regulations and could
affect NWM Group's regulatory approvals, competitive position,
business and brands, which could undermine its ability to attract
and retain customers and talent.
NWM Group outsources certain
functions as it innovates and offers new digital solutions to its
customers to meet the demand for online and mobile banking.
Outsourcing, alongside remote working patterns of NWM Group
employees, heighten the above risks.
NWM Group uses 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 NWM Group or 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.
In 2023, NWM Group made considerable
investments to further simplify, upgrade and improve its IT and
technology capabilities (including migration of certain services to
cloud platforms). 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 cybersecurity.
Any failure of these investment and rationalisation initiatives to
achieve the expected results, due to cost challenges or otherwise,
may adversely affect NWM Group's operations, its reputation and
ability to retain or grow its client business or adversely affect
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 strategy
and NatWest Group's recent creation of its C&I business segment
(of which NWM Group forms part) and may continue to be subject to
significant structural and other change.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
A failure in NWM Group's risk
management framework could adversely affect NWM Group, including
its ability to achieve its strategic objectives.
A failure in design, or adherence
to, NatWest 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 delivery of its long-term strategy. NatWest
Group's Enterprise-Wide Risk Management Framework sets out NWM
Group's approach for managing risk within NWM Group including in
relation to risk governance and risk appetite. A failure to adhere
to this framework, or any material weaknesses or deficiencies in
the framework's controls and procedures, could adversely affect NWM
Group's financial condition and strategic delivery including in
relation to inaccurate adherence to agreed risk appetite statements
and accurate risk reporting of risk exposures.
Financial 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, manual processes and controls, inaccurate data,
inadequate IT systems, 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 or a failure to commence or timely complete risk
remediation projects. Failure to manage risks effectively, or
within regulatory expectations, could adversely affect 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 NWM Group
inadvertently facilitating financial crime which may result in
regulatory investigation, sanction, litigation, fines and/or
reputational damage. Financial crime continues to evolve, whether
through fraud, scams, cyberattacks or other criminal activity.
These risks are exacerbated as NWM Group continues to innovate its
product offering and increasingly offers digital solutions to its
customers. NatWest Group (including 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. A
number of 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,
inappropriate behaviour towards customers, customer outcomes, 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, contractor, or service providers
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. Remote working
arrangements for NWM Group employees place heavy reliance on the IT
systems that enable remote working and may place additional
pressure on NWM Group's ability to maintain effective internal
controls and governance frameworks and increase operational risk.
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.
NWM Group seeks to embed a risk
awareness 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 risk management, including the ongoing
development of a NatWest Group risk management strategy in line
with regulatory expectations. However, such efforts may not
insulate NWM Group from 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 strategy and NatWest Group's recent
creation of its C&I business segment (of which NWM Group forms
part) and may continue to be subject to significant structural and
other change.'
Any failure in NWM Group's risk
management framework may have a material adverse effect on NWM
Group's future results, financial condition, prospects, and/or
reputation 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 or the public's
expectations, including with respect to NatWest Group's strategy
and related targets, NWM Group's strategy, the progression towards
working as One Bank across the NatWest Group to serve customers, or
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 harm to its brand,
which may be detrimental to NWM Group's business, including its
ability to build or sustain business relationships with clients,
stakeholders and regulators, 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, or there is perceived to be, a material lapse in
standards of integrity, compliance, customer or operating
efficiency, or regulatory or press scrutiny, and may adversely
affect NWM Group's ability to attract and retain clients. In
particular, NWM Group's ability to attract and retain clients, and
talent, and engage with counterparties may be adversely affected by
factors including: 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.
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 identify, measure and manage material
reputational risk exposures, NWM Group cannot be certain that it
will be successful in avoiding damage to its business from
reputational risk.
Any of the above aspects of
reputational risk may have a material adverse effect on NWM Group's
future results, financial condition, prospects, and/or
reputation.
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, guidelines, corporate governance practice and
disclosure requirements, administrative actions and policies in
each jurisdiction in which it operates, which represents ongoing
compliance and conduct risks. 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.
Regulators and governments continue
to focus on reforming the prudential regulation of the financial
services industry and the manner in which the business of financial
services is conducted. Measures have included: enhanced capital,
liquidity and funding requirements, through initiatives such as the
Basel 3.1 standards implementation (and any resulting effect on
RWAs and models), the UK ring-fencing regime, the 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 and the FSM Act 2023),
LIBOR transition, corporate governance requirements, rules relating
to the compensation of senior management and other employees,
enhanced data protection and IT resilience requirements, financial
market infrastructure reforms, enhanced regulations in respect of
the provision of 'investment services and activities', and
increased regulatory focus in certain areas, including conduct,
consumer protection (such as the FCA's Consumer Duty) in retail or
other financial markets, 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, Asia 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. Regulatory and
competition authorities, including the CMA, are also looking at and
focusing more on how they can support competition and innovation in
digital and other markets.
Recent regulatory changes 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.
Other areas in which, and examples
of where, governmental policies, regulatory and accounting changes
and increased public and regulatory scrutiny may have an adverse
effect (some of which could be material) on NWM Group include, but
are not limited to, the following:
-
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 or appropriation of
assets;
-
new or increased regulations relating to customer
data protection as well as IT controls and resilience, such as the
proposed UK Data Protection and Digital Information Bill (No 2) and
in India, the Digital Personal Data Protection Bill
2022;
-
the introduction of, and changes to, taxes, levies
or fees applicable to NWM Group's operations, such as the
introduction of global minimum tax rules, changes in tax rates,
changes in the scope and administration of the Bank Levy, 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;
-
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 ongoing regulatory scrutiny; the PRA's
thematic reviews of the governance, controls and processes for
preparing regulatory returns of selected UK banks, including
NatWest Group (of which NWM Group is a part of);
-
'Dear CEO' letters issued by the Bank of England
from time to time;
-
recent or proposed US regulations around
cybersecurity incidents, climate disclosures, and other climate and
sustainability-related rules;
-
new or increased regulations relating to financial
crime (including the new criminal offence of failure to prevent
fraud); and
-
any regulatory requirements relating to the use of
artificial intelligence and large language models across the
financial services industry (such as the European Union Artificial
Intelligence Act).
Any of these developments (including
any failure to comply with new rules and regulations) could also
have an adverse effect 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.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
NWM Group is exposed to the risks 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 civil actions (including
those following on from regulatory sanction), as well as criminal,
regulatory and governmental proceedings. 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, Asia, Europe and other
jurisdictions.
NWM Group is, has recently been or
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,
including in relation to 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
issues. There is also an increasing risk of new class action claims
being brought against NWM Group in the Competition Appeal Tribunal
for breaches of competition law. 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 that was agreed with the US
Department of Justice ('DOJ'), and involves a three-year period of
probation, an independent corporate monitor and the ongoing
implementation of recommendations made by it, and commitments to
compliance programme reviews and improvements and reporting
obligations. In the event that NWM Plc does not meet its
obligations to the DOJ, this may lead to adverse consequences such
as increased costs from any extension of monitorship and/or the
period of the probation, findings that NWM Plc violated its
probation term and possible re-sentencing, amongst other
consequences.
For additional information relating
to this 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.
Recently resolved matters or 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
and implications 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 affect NWM Group's business, in
particular in the US. This in turn and/or any fines, settlement
payments or penalties may adversely affect NWM Group. 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. In
addition, any failure to administer conduct redress processes
adequately, or to handle individual complaints fairly or
appropriately, could result in further claims as well as the
imposition of additional measures or limitations on NWM Group's
operations, additional supervision by NWM Group's regulators, and
loss of investor confidence.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation.
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 ',
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 £55 million as at 31 December
2023. 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.
Any of the above may have a material
adverse effect on NWM Group's future results, financial condition,
prospects, and/or reputation
Legal Entity Identifier: RR3QWICWWIPCS8A4S074