RBS 2010 Annual Report Download - page 401

United States
In the US the Group continues to engage constructively with regulators
and other bodies on regulatory and legislative change and seeks to
ensure proper implementation and compliance. Current issues include
regulatory implementation of recently enacted US financial regulatory
reform legislation, mortgage and credit card lending and consumer
disclosures, debit and credit card interchange fees, and account overdraft
protection.
Other jurisdictions
The Group is active in monitoring regulatory developments in each
country in which it operates so that internal policies are sufficient to
ensure the effective management of regulatory risk.
Description of property and equipment
The Group operates from a number of locations worldwide, principally in
the UK. At 31 December 2010, the Royal Bank and NatWest had 647 and
1,549 retail branches, respectively, in the UK. Ulster Bank has a foot print
of 236 branches and an extensive network of business banking offices
across Northern Ireland and the Republic of Ireland. US Retail &
Commercial had 1,525 retail banking offices (including in-store branches)
covering Connecticut, Delaware, Illinois, Massachusetts, Michigan, New
Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island
and Vermont. A substantial majority of the UK branches are owned by the
Royal Bank, NatWest and their subsidiaries or are held under leases with
unexpired terms of over 50 years. The Group's principal properties
include its headquarters at Gogarburn, Edinburgh, its principal offices in
London at 135 and 280 Bishopsgate and the Drummond House
administration centre located at South Gyle, Edinburgh.
Total capital expenditure on premises (excluding investment properties),
computers and other equipment in the year ended 31 December 2010
was £656 million (2009 - £1,215 million; 2008 - £1,406 million).
Major shareholders
Details of major shareholders of the company’s ordinary and B shares
are given on page 233.
In December 2008, The Solicitor for the Affairs of Her Majesty's Treasury
(HM Treasury) acquired 22,854 million ordinary shares representing
57.92% of the company's issued ordinary share capital. During 2009, HM
Treasury acquired a further 16,791 million ordinary shares raising their
holding to 70.3% of the company's issued ordinary share capital.
In December 2009, HM Treasury acquired 51 billion B shares in the
company representing the entire issued B share capital.
In 2010, the company converted certain non-cumulative convertible
preference shares into ordinary shares in the company. As a result, HM
Treasury’s holding in the company’s ordinary shares reduced to 67.8%.
Other than detailed above, there have been no significant changes in the
percentage ownership of major shareholders of the company's ordinary,
B and preference shares during the three years ended 23 February 2011.
All shareholders within a class of the company's shares have the same
voting rights.
At 23 February 2011, the directors of the company had options to
purchase a total of 10,455,306 ordinary shares of the company.
As at 31 December 2010, almost all of the company's US$ denominated
preference shares and American Depository Shares representing
ordinary shares were held by shareholders registered in the US. All other
shares were predominantly held by shareholders registered outside the
US.
Material contracts
The companyand its subsidiaries are party to various contracts in the
ordinary course of business. Material contracts include the following:
Consortium and Shareholders Agreement (CSA)
On 28 May 2007, Fortis Bank Nederland, the company, Santander and
RFS Holdings entered into the CSA. Fortis Bank Nederland acceded to
the CSA on 26 July 2007. On 3 October 2008, the Dutch State acquired
Fortis Bank Nederland. On 24 December 2008 the Dutch State acceded
to the CSA following its acquisition of the shares held by Fortis Bank
Nederland in RFS Holdings pursuant to a Deed of Accession entered into
between RFS Holdings, the company, Fortis Bank Nederland, Santander
and the Dutch State. On 1 April 2010 the CSA was restated. The CSA
governs the relationships amongst the parties thereto in relation to the
acquisition by RFS Holdings of ABN AMRO (now RBS Holdings N.V.).
The CSA as restated details, inter alia, the equity interests in RFS
Holdings, the governance of RFS Holdings, the arrangements for the
transfer of certain ABN AMRO businesses, assets and liabilities to the
Dutch State (previously Fortis Bank Nederland), the company and
Santander, further funding obligations of the Dutch State, the company
and Santander where funding is required by regulatory authorities in
connection with the ABN AMRO businesses, the allocation of Core Tier 1
capital, the allocation of taxes and conduct of tax affairs and the steps
that the Dutch State, the company and Santander expect to take to
enable the company to become the sole shareholder of RFS Holdings.
399RBS Group 2010
Additional information