bank-r-and-a

Overview Strategic report Corporate governance Risk management Financial statements Other information
Directors’ report
The Directors present their report and audited accounts for the year ended
31 December 2013.
General information
The Bank provides a range of banking and financial services in the United
Kingdom. See page 10 for a full description of our business model and focus.
Dividends
The Directors are focused on returning the Bank to financial health in the
future. The Bank is in the early stages of being turned around and will
continue to be impacted by legacy issues for some time, and as such, the
Directors do not expect the Bank to pay dividends in the near future. In any
event, the Bank has agreed with the PRA not to make any dividend payments
until further notice without the prior consent of the PRA. Therefore the Bank
is not able to recommend payment of a dividend given the continuing losses
(2012: £nil).
Business review, future developments, post
balance sheet events and financial risk
management objectives and policies
The business review and future developments, key performance indicators,
principal risks and uncertainties and post balance sheet events are referred
to in the Strategic report starting on page 5. Financial risk management
objectives and policies can be found as detailed below:
Pages
Business review and future developments 11
Key performance indicators 23
Principal risks and uncertainties 26
Financial risk management objectives and policies 75
Post balance sheet events 219
Going concern
There continues to be material uncertainty around the implementation of the
remaining component of both the Recapitalisation Plan and the Turnaround
Plan. The Directors’ judgement that it is appropriate to use the Going Concern
basis in preparing the Bank and Company’s accounts is set out in detail in the
Basis of Preparation section of the Annual Report and Accounts.
The Bank and Company’s business activities, together with its financial
position, and the factors likely to affect its future development and
performance, are set out in the Strategic report on pages 7 to 30. In addition,
the risk management section includes the Bank’s objectives, policies and
processes for managing its risk and details of its exposure to risk. The Capital
Management section provides information on the Bank’s Capital policies and
Capital resources.
Consequently, after making enquiries, the Directors are satisfied that the
Bank and Company have sufficient resources to continue in business for the
foreseeable future and have therefore continued to adopt the Going Concern
basis in preparing the financial statements. When making this assessment,
the Directors act within the principles of the Financial Reporting Council’s
‘Going Concern and Liquidity Risk: Guidance for Directors of UK Companies
2009’ report.
Political donations
It is the Bank’s policy that no donations are made for political purposes.
Directors details
Details of Directors, including appointments and resignations during the
financial year, and changes since the end of the financial year are provided
on page 38 of the Governance section of the report.
Details of the Directors offering themselves for election and re-election at the
next Annual General Meeting are provided on page 39.
Directors third party and pension scheme
indemnity provisions
Details of insurance and indemnities in place for the benefit of the Directors
are provided within the Corporate Governance Report on page 57.
Significant contracts
Details of related party transactions are set out in note 39 on pages 199
to 204.
Corporate responsibility
The Bank’s corporate responsibility activities are outlined on page 29.
CO 2 emissions
The Bank’s greenhouse gas emissions report is detailed on page 29 of the
Annual Report and Accounts
Employees
During the year, the majority of The Co-operative Bank’s employees had
contracts with CFSMS Limited and the cost of their services was recharged
to subsidiaries, including the Bank. Following the legal separation of the Bank
and it ceasing to be a wholly-owned subsidiary of The Co‐operative Group,
employment contracts for the majority of those employees who spend the
majority of their working time on activities related to the Bank were transferred
from CFSMS Limited to the Bank on 23 January 2014 by Transfer of
Undertakings. This is further explained in the post balance sheet event note.
The Bank operates learning and development initiatives across the
organisation as part of a continuous improvement programme, supporting its
approach to performance management, personal development, talent and
succession planning.
The Bank continues to consult and communicate with colleagues on
customer, organisation and business performance issues, using colleague
publications, surveys, conferences, videos and both informal and formal
consultations with Unite, the Britannia Staff Union, and other trades unions.
The Unions continue to be fully involved where organisational change and
other issues affect colleagues.
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The Co-operative Bank plc Annual report and accounts 2013