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PFG Provident Financial Plc

225.00
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Share Name Share Symbol Market Type Share ISIN Share Description
Provident Financial Plc LSE:PFG London Ordinary Share GB00B1Z4ST84 ORD 20 8/11P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 225.00 223.60 224.80 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Provident Financial PLC PFG Annual Report and Accounts and AGM Notice (0666Y)

10/05/2021 9:44am

UK Regulatory


Provident Financial (LSE:PFG)
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TIDMPFG

RNS Number : 0666Y

Provident Financial PLC

10 May 2021

10 May 2021

Provident Financial plc ('Company')

Publication of 2020 Annual Report and Financial Statements and Notice of 2021 Annual General Meeting

The Company has today published the following documents:

   -      2020 Annual Report and Financial Statements; and 
   -      Notice of 2021 Annual General Meeting ('AGM'). 

In compliance with LR 9.6.1R, the 2020 Annual Report and Financial Statements and Notice of 2021 AGM have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available to the public for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. These documents will also be available on the Group's website from today at: www.providentfinancial.com/shareholder-hub.

Annual General Meeting

The AGM will be held at 1.30pm on Wednesday 30 June 2021 at the Company's offices at Floor 28, 20 Fenchurch Street, London EC3M 3BY.

Currently, COVID-19 restrictions and guidance are in place which prevent us convening the AGM in the usual way. The Board are hopeful that such Government guidance and restrictions may be relaxed further prior to the AGM, but we will continue to follow Government guidance. The Government's roadmap for easing lockdown restrictions published on 22 February 2021 envisages the potential for indoor events by 30 June 2021 (being the date for our AGM). However, this roadmap is subject to a number of contingencies and there can be no guarantee that we will be able hold the AGM as we intend.

The health and safety of our employees, our shareholders and the wider communities in which we operate remains our primary concern. We recognise that the AGM is an important event for shareholders and the Company is keen to ensure that shareholders are able to exercise their right to vote and participate at this year's AGM. While we hope that a number of restrictions may be lifted by Wednesday 30 June 2021, the Board reserves the right to keep in place social distancing measures and certain other restrictions necessary to ensure the health and wellbeing of those attending the AGM. More details can be found in the Notice of AGM.

For this year's AGM, we are pleased to be able to provide a facility for shareholders to follow the AGM remotely, should they wish to do so. This can be done by accessing the AGM section of our website here, www.providentfinancial.com/shareholder-hub/agm-general-meetings/ and following the link to the webcast. Further details on how to join the meeting remotely are set out in Appendix II of the Notice of AGM (set out on page 18).

Shareholders wishing to attend the meeting in person should pre-register their attendance by emailing Shareholder.Questions@providentfinancial.com no later than 5.00pm on Monday 28 June 2021.

We urge individuals to continue to monitor guidance and/or directions issued by the UK Government on COVID-19 and to act accordingly. In particular, if you are required to self-isolate or quarantine, we would ask that you comply with the UK Government restrictions and do not attend the AGM in person. Anyone attempting to attend the AGM in person and displaying flu-like symptoms will not be admitted to the AGM and/or will be removed from the AGM to ensure the health and wellbeing of other individuals in attendance.

Whilst we currently plan on holding the AGM at our 20 Fenchurch Street, London office in a COVID-19 secure manner, it is possible that the evolving COVID-19 pandemic and Government restrictions and guidance in response to any developments may mean that this is not possible. In particular, individual circumstances including being required to self-isolate or quarantine may mean that attendance in person is not possible for all shareholders. Accordingly, the Board strongly encourages shareholders to vote on all resolutions by completing and submitting an online proxy appointment form in accordance with point 5 of the Explanatory Notes to the Notice of the Meeting (set out on pages 10 to 11).

The Board will keep the situation under review and may need to make further changes to the arrangements relating to the AGM, including how it is conducted, and Shareholders should therefore continue to monitor the Company's website (https://www.providentfinancial.com/shareholder-hub/) and announcements for any updates.

Ratification of Non-Executive Directors' fees

Please note that within the Notice of 2021 AGM, the Company is proposing a resolution in relation to approval of ratification regarding Director fees (Resolution 22).

The Company's Articles of Association (the 'Articles') contain a limit on the Company paying fees to Non-Executive Directors in excess of GBP400,000 per annum in aggregate other than with the approval of shareholders by ordinary resolution. This amount was set in 2007 and, despite the growth of the Company and the increase in the number of Non-Executive Directors since that point, it has not been increased.

It has come to the attention of the Directors that the Company has inadvertently exceeded this limit in previous financial years. Whilst over the past decade shareholders have approved the terms of the Directors' Remuneration Policy which sets out the Company's policy on fees for Non-Executive Directors, and have passed an annual advisory vote on the Directors' Remuneration Report which sets out the actual fees paid to Non-Executive Directors, the Company has not formally determined at previous annual general meetings a revised limit on the aggregate fees payable to Non-Executive Directors under the Articles.

Resolution 22 seeks to ratify the conduct of the current and former Directors in relation to the payment of Directors' fees in excess of the limit set out in the Articles and to release each such Directors from any liability to the Company in connection with such payments.

The current Directors of the Company and certain former Directors of the Company are related parties for the purposes of Listing Rule 11. The ratification, adoption and approval of the decisions of the current and former Directors of the Company constitutes a "smaller related party" transaction under Listing Rule 11.1.10R and therefore does not require shareholder approval as a related party transaction under the Listing Rules. However, the votes of Directors and former Directors who are related parties for this purpose will not be counted on Resolution 22.

Further information can be found in the 2021 AGM Notice and in the notes to Resolution 22.

Additional information

A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in the Company's results statement (RNS announcement dated 10 May 2021 ("Preliminary results for the year ended 31 December 2020")). That information, together with the information set out below constitutes the material required by DTR 6.3.5R. This announcement is not a substitute for reading the 2020 Annual Report and Financial Statements in its entirety. Page, note and section references below refer to the corresponding pages and/or notes/section in the 2020 Annual Report and Financial Statements.

Contact: David Whincup, (0)1274 351 344

Appendix

Principal risks

A description of the principal risks and uncertainties that the Company faces is extracted from pages 54 to 61 of the 2020 Annual Report and Financial Statements.

Principal risks are risks which are inherent to the Group's strategy and business model and have formally been articulated as part of the Group's risk appetite framework. Principal risk categories and associated risk appetite statements are reviewed and approved by the Board on an annual basis, effectively defining the Group's overall risk appetite.

 
P1. Capital risk 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk that the                  *    The Group and bank operate within a defined capital 
 Group and bank has                      risk appetite, with thresholds reported to and 
 insufficient capital                    monitored by Group and bank boards. 
 to either meet regulatory 
 requirements or to 
 sustain the long-term              *    The Board's current view on risk appetite is to 
 viability of the business.              maintain a capital buffer of more than 5% of 
                                         risk-weighted exposures due to market uncertainties. 
                                         The Group has also refined the capital buffer it 
                                         maintains to be proportionate to the risk-weighted 
                                         exposures and thus reflect the current and expected 
                                         state of the balance sheet. 
 
 
                                    *    Preservation of capital and supporting business 
                                         stability via the cancellation of the 2019 dividend 
                                         in line with industry practice. The Group's capital 
                                         review (C-SREP) with the PRA concluded in July 2020. 
                                         The Group's Pillar 2A capital requirement has been 
                                         lowered from 20.65% to 18.33% during 2020 and the 
                                         fixed monetary add-on in respect of pension risk has 
                                         been removed. 
 
 
                                    *    As previously reported, the Group has elected to 
                                         phase in the impact of adopting IFRS 9 over a 
                                         five-year period. The PRA ratified additional capital 
                                         mitigation proposed by the Basel Committee, in 
                                         response to Covid-19, with these measures coming into 
                                         force from 27 June 2020 and which the Group has fully 
                                         adopted to maintain a robust regulatory capital 
                                         position in light of the increased impact of IFRS 9 
                                         in the current macroeconomic environment. 
 
 
                                    *    The Group and bank regularly monitor the internal 
                                         assessment of capital adequacy in line with the 
                                         capital adequacy rules. 
 
 
                                    *    The Group has continued to actively explore a number 
                                         of options to improve capital efficiency. These 
                                         include, but are not limited to, supplementing the 
                                         existing capital base made up entirely of core equity 
                                         tier 1 with tier 2 debt capital to support growth and 
                                         improved return on equity. 
--------------------------------  --------------------------------------------------------------- 
P2. Liquidity and 
 funding risk 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk that the                  *    Liquidity and funding risk appetite established at 
 Group has insufficient                  Group and bank level, with thresholds reported to and 
 liquidity to meet                       monitored by Group and bank boards. 
 its obligations as 
 they fall due, and/or 
 is unable to maintain              *    The Group's current funding strategy seeks to 
 sufficient funding                      maintain a secure funding structure by maintaining 
 for its future needs.                   committed facilities to meet contractual maturities 
                                         and fund growth for at least the following 12 months 
                                         and maintain access to four main sources of funding 
                                         comprising: (i) the syndicated revolving bank 
                                         facility; (ii) market funding, including retail bonds, 
                                         institutional bonds and private placements; (iii) 
                                         securitisation; and (iv) retail deposits. 
 
 
                                    *    In January 2020, the Group successfully completed a 
                                         bilateral securitisation facility to fund Moneybarn 
                                         business flows, establishing and developing the 
                                         securitisation capabilities within the Group. 
 
 
                                    *    The Group also delivered on a number of its other 
                                         funding objectives: (i) repaid early the remaining 
                                         M&G loan facility of GBP25m on 14 February 2020; (ii) 
                                         in line with its contractual maturity, repaid a 
                                         GBP25m bond on 14 April 2020; and (iii) secured 
                                         intra-group funding through Vanquis Bank. 
 
 
                                    *    In June 2020, a waiver was agreed up to (but 
                                         excluding) 31 December 2020. In addition, an 
                                         amendment was made to the interest cover covenant as 
                                         part of the revolving credit facility (RCF) with the 
                                         lending banks. This was in response to the pandemic's 
                                         impact on the Group's performance. 
 
 
                                    *    Consistent with the Group's strategy of 
                                         cost-effective management of its liabilities and in 
                                         light of the contraction of the balance sheet in 
                                         response to the pandemic in August 2020, the Group 
                                         successfully completed a tender offer for GBP75m of 
                                         senior bonds due to mature in 2023. 
 
 
                                    *    Vanquis Bank accepts retail deposits and, in line 
                                         with its regulatory requirements, maintains liquid 
                                         resources to meet certain stress events as stipulated 
                                         within its Internal Liquidity Adequacy Assessment 
                                         Process (ILAAP). The bank also monitors and reports 
                                         its liquidity coverage requirements (LCR) on a 
                                         consolidated basis to the PRA and has reported LCR 
                                         far in excess of the 100% minimum during 2020. 
 
 
                                    *    The flow of retail deposits within Vanquis Bank has 
                                         continued to be strong. In 2020, Vanquis Bank 
                                         increased its retail deposit funding to bolster 
                                         liquidity in response to Covid-19 and has maintained 
                                         surplus liquidity against its internal requirements 
                                         (which exceed requirements in satisfaction of the 
                                         Overall Liquidity Adequacy Rule) throughout 2020. 
 
 
                                    *    In 2021, Vanquis Bank has issued secured notes 
                                         collateralised by a portion of the credit card 
                                         receivables book with the intention to use the notes 
                                         as collateral which will be placed with the Bank of 
                                         England to support borrowings against the Sterling 
                                         Monetary Framework (SMF) facilities. These include 
                                         the Discount Window Facility (DWF), Liquidity Support 
                                         Operations (ILTRO), and the Term Funding Scheme with 
                                         additional incentives for Small and Medium-sized 
                                         Enterprises (TFSME). This structure will offer three 
                                         primary liquidity and funding benefits to Vanquis 
                                         Bank: (i) diversification of funding; (ii) access to 
                                         Bank of England facilities; and (iii) creation of 
                                         contingent liquidity. 
--------------------------------  ------------------------------------------------------------- 
P3. Credit risk 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk of unexpected             *    The Group has faced increased credit risk through the 
 credit losses arising                   period as a result of the pandemic and the delayed 
 through either adverse                  impacts of government support schemes including 
 macroeconomic factors                   furlough and payment deferrals. 
 or parties with whom 
 the Group has contracted 
 failing to meet their              *    In response to the pandemic, each division has 
 financial obligations.                  reviewed its respective credit profiles and has 
                                         undertaken selective tightening of scorecards to 
                                         ensure any higher than desired risk segments have 
                                         been addressed. 
 
 
                                    *    Credit risk appetite has been refreshed to focus more 
                                         on early warning indicators (EWIs) of customer stress 
                                         and predictive performance of scorecards. 
 
 
                                    *    Test and learn strategies implemented in Vanquis with 
                                         down-sampling of lower scoring customers to enable 
                                         data gathering without generating significant, 
                                         unquantifiable risk exposure. 
 
 
                                    *    Prompt adjustments incorporated into rebuilds of 
                                         models to support greater confidence in booking 
                                         larger volumes of business. 
 
 
                                    *    Selective plans being developed to supplement 
                                         existing data sources to enhance both credit and 
                                         affordability risk, i.e. open banking. 
--------------------------------  --------------------------------------------------------------- 
P4. Strategy and governance 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk of making                 *    Detailed business review undertaken within each 
 poor strategic decisions                division to rebase financial and operational plans as 
 related to acquisitions,                a result of the pandemic (under 1PFG strategy). 
 products, distribution, 
 etc. as a result of 
 ineffective governance             *    Operational review of CCD in progress to realign 
 arrangements, processes                 activities with the changing regulatory environment, 
 and controls.                           overseen by the Group Board. 
 
 
                                    *    Scheme of Arrangement announced to cap potential 
                                         liabilities in CCD back book. 
 
 
                                    *    Board governance manual and Delegated Authorities 
                                         Matrix (DAM) in place to provide framework for key 
                                         decision making at all levels across the Group and 
                                         divisions. 
 
 
                                    *    Executive director scorecards in place with reward 
                                         incentives based on a combination of financial and 
                                         non-financial measures. 
 
 
                                    *    Group risk appetite framework in place with agreed 
                                         measures and thresholds approved by the Group Board. 
 
 
                                    *    Strategic and emerging risks reported to the GERC and 
                                         GRC on any areas of concern. 
 
 
                                    *    Risk overlay completed annually by the Group CRO on 
                                         behalf of the Remuneration Committee (RemCo) to 
                                         provide recommendations on adjustments to variable 
                                         reward where governance has failed. 
 
 
                                    *    Independent internal audit assurance provided on a 
                                         risk assessed basis, with agile plan executed to 
                                         reflect the pandemic. 
--------------------------------  --------------------------------------------------------------- 
P5. Legal and regulatory 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk that the                  *    The Group operates in a highly regulated environment 
 Group is exposed to                     and in a sector where its customers are more 
 financial loss, fines,                  vulnerable and need careful management. 
 censure or enforcement 
 action due to failing 
 to comply with regulations         *    We remain mindful that the regulatory landscape is 
 (including handbooks,                   continually evolving and regularly assess our risks 
 codes of conduct,                       through horizon scanning and regulatory impact 
 financial crime, etc.).                 assessment. 
 
 
                                    *    Any regulatory actions are managed and monitored 
                                         closely to ensure these are delivered fully and 
                                         within the spirit of any feedback received. 
 
 
                                    *    During the pandemic, the Group and divisions have 
                                         ensured very close contact with the regulators 
                                         keeping them apprised of our contingency plans, and 
                                         how we are managing capital and liquidity and 
                                         ensuring our customers continue to receive 
                                         appropriate support. 
 
 
                                    *    All regulatory interactions are recorded and tracked, 
                                         with regular reporting through our executive and 
                                         Board committees to ensure consistency and read 
                                         across through a Group lens. 
 
 
                                    *    The Group engages with regulatory authorities and 
                                         industry bodies on forthcoming regulatory changes, 
                                         e.g. the Woolard Review and investigations, ensuring 
                                         programmes are established to deliver new regulation 
                                         and legislation. 
 
 
                                    *    Financial crime improvement programme largely 
                                         completed in Vanquis, closing down previous control 
                                         issues. 
 
 
                                    *    Further detail covering specific changes in our 
                                         regulatory environment is included on page 62 
                                         including the recent notification by the FCA of an 
                                         investigation into affordability and sustainability 
                                         of lending to customers in CCD (February 
                                         2020-February 2021). 
--------------------------------  --------------------------------------------------------------- 
P6. Conduct 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk of customer               *    Conduct risk appetite refreshed providing greater 
 detriment due to poor                   focus on outcome measures. 
 design, distribution 
 and execution of products 
 and services or other              *    New conduct outcomes framework is being developed to 
 activities which could                  provide improved monitoring of customer outcomes 
 lead to unfair customer                 across all high-risk interactions including lending, 
 outcomes or regulatory                  forbearance, vulnerability and complaints. 
 censure. 
 
                                    *    New Group Responsible Lending Policy being developed 
                                         providing overarching principles for all the 
                                         divisions in response to the changing regulatory 
                                         environment and sustainable lending. 
 
 
                                    *    Conduct policies and procedures in place at a 
                                         divisional level to ensure appropriate controls and 
                                         processes that deliver fair customer outcomes. 
 
 
                                    *    During the pandemic, we have ensured throughout that 
                                         our customers continue to receive the service they 
                                         need during these difficult times, and in particular 
                                         the provision of payment deferrals in line with FCA 
                                         guidance. 
 
 
                                    *    Establishment of Group complaints forum and reporting 
                                         to ensure we are learning from complaints trends 
                                         across the divisions, including any FOS referrals or 
                                         upholds and actions of claims management companies. 
                                         This has resulted in a number of strategic changes 
                                         outlined in our emerging risks 'Threats to our 
                                         business model' and 'Responsible lending'. 
--------------------------------  --------------------------------------------------------------- 
P7. People 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk that the                  *    Our people strategy continues to be refined with 
 Group fails to provide                  alignment of key HR processes across the Group 
 an appropriate colleague                including performance management. 
 and customer centric 
 culture, supported 
 by robust reward and               *    Succession plans completed and in place for all 
 wellbeing policies                      executive and senior management. 
 and processes; effective 
 leadership to manage 
 colleague resources;               *    Balanced scorecards introduced and aligned across the 
 effective talent and                    Group and divisions with clear frameworks and 
 succession management;                  evaluation criteria established through RemCo for 
 and robust controls                     variable pay. 
 to ensure all colleague-related 
 requirements are met. 
                                    *    Led by Group HR and supported by the divisional HR 
                                         teams, colleague guides have been developed to raise 
                                         awareness and understanding, covering important 
                                         safety and wellbeing measures that needed to be 
                                         implemented through the pandemic. 
 
 
                                    *    A number of ongoing communications have and continue 
                                         to be shared with colleagues at a Group and 
                                         divisional level to keep them apprised of business 
                                         changes to support wellbeing. 
 
 
                                    *    We are currently formulating our Return to Work 
                                         strategy which will define our future working 
                                         arrangements incorporating the learnings from the 
                                         pandemic including flexible working. 
 
 
                                    *    Full health and safety risk assessment completed of 
                                         all our key work locations with mitigating actions 
                                         completed. 
--------------------------------  --------------------------------------------------------------- 
P8. Information security 
 and data protection 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 Sensitive data faces               *    Consolidated Group Data Protection Policy, maturity 
 the threat of misappropriation          framework and reporting developed and embedded. 
 or misuse. Failure 
 to identify or prevent 
 a major security related           *    Data Protection Office (DPO) reporting transferred to 
 threat or attack,                       the Group Risk function to reinforce independence of 
 or react immediately                    office covering oversight arrangements. 
 and effectively, could 
 adversely affect the 
 trust of our current               *    New data protection software rolled out across the 
 or future customers                     business to enhance operational control 
 in the services we                      effectiveness. 
 provide, our reputation 
 and our operational 
 or financial performance.          *    Group-wide internal assessment completed on 
                                         information security mapping capabilities against the 
                                         ISO 27001 framework. 
 
 
                                    *    Based on the above, an action plan has been developed 
                                         and will be agreed with the Group Board in May, with 
                                         Internal Audit providing assurance over its 
                                         implementation through 2021. 
--------------------------------  --------------------------------------------------------------- 
P9. Operational 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk of loss resulting         *    The three lines of defence model throughout the Group 
 from inadequate or                      ensures there are clear lines of accountability 
 failed internal processes,              between management which owns the risks, oversight by 
 people and systems                      the Risk function and independent assurance provided 
 or from external events.                by Internal Audit. 
 Operational risk more 
 broadly covers a wide 
 range of different                 *    Group business continuity plan invoked in response to 
 categories including                    the pandemic. 
 specific event risk, 
 fraud, IT/systems 
 risk, business continuity,         *    New operating arrangements in place including home 
 AML, etc.                               working for non-essential workers, and deployment of 
                                         new technology to serve our customers and support 
                                         colleague collaboration. 
 
 
                                    *    Full operating assessment completed covering home 
                                         working to ensure key controls around information 
                                         security, data protection and colleague health and 
                                         safety meet policy requirements. 
 
 
                                    *    Risk harmonisation programme launched to build out 
                                         single enterprise risk management framework including 
                                         control self-assessment, consolidated risk policy 
                                         taxonomy and risk reporting. 
 
 
                                    *    Vanquis Control Enhancement Programme completed with 
                                         attestation provided to the PRA on risk maturity and 
                                         control effectiveness. 
 
 
                                    *    Central transformation and programme management 
                                         capabilities being developed alongside investment 
                                         prioritisation criteria. 
--------------------------------  --------------------------------------------------------------- 
P10. Model 
--------------------------------  ------------------------------------------------------------- 
Risk description                  Mitigating activities and other considerations 
 The risk of financial              *    Group Head of Model Risk recruited with resourcing 
 losses where models                     plan in place to build out team. 
 fail to perform as 
 expected due to poor 
 governance (including              *    New Group model risk management framework developed 
 design and operation).                  including Model Risk Policy. 
 
 
                                    *    Model inventory compiled with materiality thresholds 
                                         in place to drive prioritised independent model 
                                         validation plan. 
 
 
                                    *    Critical IFRS 9 models externally validated within 
                                         Vanquis and Moneybarn. 
 
 
                                    *    Group model risk forum established to drive 
                                         standardised approach to model development including 
                                         minimum control standards. 
--------------------------------  --------------------------------------------------------------- 
 

Strategic and emerging risks

Strategic and emerging risks are risks whose impacts are uncertain. However, over a longer period of time they could affect the Group's overall strategy and cause the same impact as principal risks. Strategic and emerging risks are reviewed and monitored on a regular basis by the GERC and GRC.

 
E1. Threats to our 
 business model 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 There is a risk that           *    There are a number of strategic initiatives across 
 the non-standard credit             the Group to reshape our business model reflecting 
 sector in which we                  the changing regulatory environment and associated 
 operate will continue               impacts on our customer propositions, revenue and 
 to face considerable                costs. 
 macroeconomic, Covid-19, 
 regulatory and political 
 headwinds resulting            *    Within CCD we have chosen to exit the home credit 
 in material threats                 business in the UK and ROI, and are implementing a 
 to our business model.              robust operational strategy to optimise collection 
                                     performance of existing lending. 
 
 
                                *    In parallel, we are developing our market and product 
                                     propositions in CCD and Vanquis to better serve the 
                                     evolving needs of our customer base. This includes 
                                     new loan products in both CCD and Vanquis which will 
                                     make greater use of our digital capabilities, while 
                                     ensuring effective customer touch points in managing 
                                     the suitability, affordability and sustainability of 
                                     our lending. 
 
 
                                *    Through our 1PFG model, we are reviewing our existing 
                                     functional and operational structures across the 
                                     divisions to seek ways to drive alignment and where 
                                     appropriate consolidating structures to improve 
                                     efficiency and harness the scale of the Group. 
 
 
                                *    Together these initiatives are providing the 
                                     foundations for our future business model. These 
                                     changes will be supported through the refresh of our 
                                     risk management framework as well as significant 
                                     enhancements including building our transformation 
                                     and programme management capabilities. 
-----------------------------  -------------------------------------------------------------- 
E2. Responsible lending 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 There is a risk that           *    The Group and divisions have worked continuously with 
 the Group will be                   the FCA and FOS to seek alignment on interpretation 
 susceptible to claims               of CONC rules and their application to our current 
 of irresponsible lending            and historical lending business. 
 as a result of past 
 business practices, 
 leading to widespread          *    We have made a number of changes to our lending 
 remedial activities                 processes in response to new regulatory guidance, 
 as well as a significant            further enhancing the robustness of customer 
 increase in the level               creditworthiness assessments, e.g. repeat lending. 
 of complaints from 
 CMCs. 
                                *    Within CCD we have established a model office which 
                                     provides clear triggers where customer complaints may 
                                     warrant specific investigation and redress. This 
                                     approach is being leveraged in our other divisions as 
                                     appropriate. 
 
 
                                *    We have recently announced plans for a Scheme of 
                                     Arrangement within CCD which caps future liabilities 
                                     around past lending to GBP65m (including costs). 
                                     Under the scheme, customers who have complaints under 
                                     the agreed scheme rules may be entitled to redress. 
 
 
                                *    We have established a Group complaints forum chaired 
                                     by the Group CRO to share insights and learn about 
                                     any emerging trends related to irresponsible lending 
                                     across the divisions. 
 
 
                                *    Group responsible lending forum established to assess 
                                     any future proposed changes to lending policies and 
                                     rules in response to regulatory guidance and FOS 
                                     adjudications. 
 
 
                                *    Customer outcomes framework being developed to 
                                     provide assurance over lending decisions at various 
                                     stages of the customer journey. 
-----------------------------  -------------------------------------------------------------- 
E3. Pandemic (Covid-19) 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 There is a risk that           *    Pandemic contingency plan instigated across the Group 
 the pandemic (Covid-19)             and divisions, which has stabilised the business. 
 will have a long-term 
 impact on our future 
 business performance           *    New value creation plans (1PFG) have been developed 
 and prospects.                      for each of the divisions which set out the future 
                                     strategic options as we face into the 'new world'. 
 
 
                                *    Enhanced risk assessment and audit reviews conducted 
                                     over key processes to ensure controls continue to 
                                     operate effectively during our recovery phase. 
 
 
                                *    Payment holiday strategies have been developed and 
                                     rolled out to our most vulnerable customers in line 
                                     with regulatory guidance. 
 
 
                                *    Return to Work (RTW) risk assessments have been 
                                     completed for each of our main sites, home workers 
                                     and agents in line with government guidance and 
                                     existing work arrangements. 
 
 
                                *    Numerous other actions are in place which are 
                                     captured and monitored as part of individual business 
                                     plans and remediation efforts, e.g. tightening of 
                                     credit criteria for new business. 
-----------------------------  -------------------------------------------------------------- 
E4. Challenge to agent 
 self-employed status 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 The Group has been,            *    In July 2017, the Group changed the operating model 
 and may continue to                 of its home credit business in the UK from a 
 be, subject to claims               self-employed agent model to an employed workforce so 
 brought against it                  as to take direct control of all aspects of the 
 by either former agents             customer relationship. In the Republic of Ireland the 
 or tax authorities                  Group continues to operate a self-employed agent 
 challenging the historical          operating model. 
 employment status 
 of the Group's home 
 credit agents in the           *    Policies and procedures were in place in the UK up to 
 UK and the employment               the transition to the new operating model in 2017 and 
 status of agents in                 continue to be in place in the Republic of Ireland to 
 the Republic of Ireland             ensure that the relationship between the business and 
 (ROI).                              the agents it engages is such that self-employed 
 Were the Group to                   status is maintained. Compliance with policies was 
 be unsuccessful in                  also routinely evidenced and tested. 
 defending such claims, 
 it may be required 
 to make payments to            *    To date the Group has successfully defended claims 
 agents and pay additional           and challenges against the employment status of its 
 taxes, in particular                home credit agents, although there is no guarantee 
 National Insurance                  that this will also be the case with future claims 
 contributions, to                   and challenges. 
 the relevant authorities. 
 
                                *    It is understood from discussions with HMRC that they 
                                     have commenced an industry-wide review of the 
                                     self-employed status of agents in the UK. 
 
 
                                *    The Group's discussions with HMRC, which are focusing 
                                     on the period from when the FCA took over 
                                     responsibility for the regulation of consumer credit 
                                     in April 2014 to the change of operating model in 
                                     July 2017, remain in the initial fact finding stages. 
                                     The Group is working positively and collaboratively 
                                     with HMRC and it is expected that the review could 
                                     continue for at least another year. 
 
 
                                *    HMRC has raised protective assessments which have 
                                     been appealed but these are purely a procedural 
                                     matter to ensure that, in the event the review 
                                     concludes that taxes are payable, HMRC can recover 
                                     such amounts in respect of the oldest year that would 
                                     otherwise drop out due to the lapse of statutory time 
                                     limits. 
 
 
                                *    The Group has worked with HMRC over many years to 
                                     manage employment status risk and it remains 
                                     confident based on advice received that agents were 
                                     self-employed as a matter of law throughout their 
                                     engagement by the home credit business. 
-----------------------------  -------------------------------------------------------------- 
E5. Risk culture and 
 governance 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 There is a risk that           *    A new Group Executive Risk Committee (GERC) has been 
 our culture and supporting          established from January 2020 which is providing more 
 risk governance arrangements        focused discussions on the major risks we face as an 
 (risk frameworks,                   organisation. 
 reporting and structures) 
 inhibit effective 
 risk oversight leading         *    Led by the Group CRO, we have started our risk 
 to poor risk practices              harmonisation programme. A detailed approach has been 
 and control failures                developed with the delivery plan in progress with 
 across the Group.                   regular updates on progress provided to the GERC and 
                                     GRC. 
 
 
                                *    A refreshed Group risk appetite was approved by the 
                                     Group ExCo and GRC in October 2020 reflecting the 
                                     impact of Covid-19 and our 1PFG 'value creation 
                                     plans'. 
 
 
                                *    Specifically, within Vanquis Bank, the Risk 
                                     Enhancement Programme is driving a number of 
                                     improvements in control design and operating 
                                     effectiveness with an attestation provided to the PRA 
                                     at the end of 2020. 
 
 
                                *    The Group Blueprint launched in 2019 is now being 
                                     embedded to reflect the new customer culture. 
-----------------------------  -------------------------------------------------------------- 
E6. Return to Work 
 strategy 
-----------------------------    ------------------------------------------------------------ 
Risk description               Mitigating activities and other considerations 
 There is a risk that           *    A preliminary analysis has been completed of a future 
 the Group and its                   model which supports increased remote working. 
 divisions are subject 
 to significant people 
 risk as a result of            *    While this has flagged some potential risks, e.g. 
 a prolonged period                  productivity, mental wellbeing and the home working 
 of working remotely.                environment, the overall benefits significantly 
                                     outweigh these and have been benchmarked against 
                                     other similar organisations. 
 
 
                                *    Based on the analysis, the Group Executive has 
                                     provided a mandate to mobilise a 'Future of Work' 
                                     programme which will shape the Return to Work 
                                     strategy. This covers a number of important areas 
                                     including people and culture, IT enablement, health 
                                     and safety and operating environment. 
 
 
                                *    Any changes will be implemented on a transitional 
                                     basis over the next 12 months. Work on our 
                                     longer-term property strategy is ongoing. 
-----------------------------  -------------------------------------------------------------- 
 

Responsibilities statement

The Directors' responsibilities statement is extracted from page 147 of the 2020 Annual Report and Financial Statements.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.

 
 Patrick Snowball     Chairman 
 Malcolm Le May       Chief Executive Officer 
                     ------------------------ 
 Neeraj Kapur         Chief Finance Officer 
                     ------------------------ 
 Andrea Blance        Senior Independent 
                       Director 
                     ------------------------ 
 Angela Knight        Non-Executive Director 
                     ------------------------ 
 Elizabeth Chambers   Non-Executive Director 
                     ------------------------ 
 Margot James         Non-Executive Director 
                     ------------------------ 
 Paul Hewitt          Non-Executive Director 
                     ------------------------ 
 Graham Lindsay       Non-Executive Director 
                     ------------------------ 
 Robert East          Non-Executive Director 
                     ------------------------ 
 

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