Fred Goodwin

CEO of RBS (2001–2008)

Expansion

After the purchase of NatWest, RBS made a string of further acquisitions around the world, including the purchase of Irish mortgage provider First Active and UK insurers Churchill Insurance and Direct Line. During negotiations with Credit Suisse over the acquisition of Churchill, it is said that Goodwin maintained silence for an hour at lunch with Credit Suisse's CEO, supporting his demand for indemnity against any potential losses from the associated The Accident Group, which would collapse soon after. He got his way. RBS also bulked up its US Citizens Financial Group, Inc. arm with a string of further deals. Then in May 2004, RBS said it would purchase Charter One Financial Inc. of Cleveland, Ohio for $10.5 billion. The deal, at a price "widely considered too high" spread the RBS's banking web across the Midwest for the first time, and made its U.S. banking operations No. 7 in the United States.

From the time that Goodwin took over as chief executive until 2007, RBS's assets quadrupled, its cost-to-income ratio improved markedly, and its profits soared. In 2006, pre-tax profits climbed 16% to £9.2 billion with significant growth coming from its investment banking business. By 2008 RBS was the fifth-largest bank in the world by market capitalisation. One of the factors in its rise was its enthusiasm for supporting leveraged buyouts. In 2008 it lent $9.3bn, more than double its nearest rival.

However, following investor unrest in the build-up to RBS's acquisition of a $1.6bn minority stake in Bank of China in 2005, Goodwin was criticised by some RBS shareholders for putting global expansion ahead of short-term financial returns. Between 2002 and 2005, the share price plateaued at around £17 per share, having nearly trebled between February 2000 and May 2002. Goodwin was accused of megalomania by some shareholders, as reported by Dresdner Kleinwort analyst James Eden (who said he thought the label was 'unwarranted'). Following the Bank of China deal, he was forced to promise RBS shareholders he would not indulge in any further big acquisitions and focus instead on growing the group organically.

However, in early 2007, Dutch bank ABN Amro was under pressure from hedge funds, including Chris Hohn of the hedge fund TCI, to break itself up in order to maximise shareholder value. ABN chief executive Rijkman Groenink suspected RBS of acting in concert with the hedge fund Tosca, which was chaired by former RBS Chairman Mathewson and recommended the takeover bid of an RBS consortium, against the proposed merger with Barclays Bank. Goodwin arranged a consortium of RBS, Fortis and former RBS shareholders Grupo Santander, to purchase the assets of ABN Amro and break them up in a three-way split. According to the proposed deal, RBS would take over ABN's Chicago operations, LaSalle Bank, and ABN's wholesale operations; while Santander would take the Brazilian and Italian operations, leaving Fortis with the Dutch operations. In a manoeuvre "labelled in all quarters as a poison pill" ABN Amro agreed to sell key RBS target LaSalle to Bank of America for $21bn, but in July 2007 the consortium offered the same $98bn for ABN's remaining assets, with a higher cash component (93%). The deal was struck in October 2007, just before the 2008 financial crisis, with Barclays withdrawing its EUR61bn bid and ABN's shareholders endorsing the EUR71bn RBS takeover. Coming after the nationalisation of Northern Rock due to the freezing of the wholesale money markets, the deal proved the final straw for RBS, as it severely weakened its balance sheet not only through the size of the acquisition but due to ABN Amro's substantial exposure to the US subprime mortgage crisis.

Collapse

Goodwin's strategy of aggressive expansion primarily through acquisition, including the takeover of ABN Amro, eventually proved disastrous and led to the near-collapse of RBS in the 2008 financial crisis. The €71 billion (£55 billion) ABN Amro deal (of which RBS's share was £10 billion) in particular stretched the bank's capital position – £16.8 billion of RBS's record £24.1 billion loss is attributed to writedowns relating to the takeover of ABN Amro.

It was not, however, the sole source of RBS's problems, as RBS was exposed to the liquidity crisis in a number of ways, particularly through US subsidiaries including RBS Greenwich Capital. Although the takeover of NatWest launched RBS's meteoric rise, it came with an investment bank subsidiary, Greenwich NatWest. RBS was unable to dispose of it as planned as a result of the involvement of the NatWest Three with the collapsed energy trader Enron. However the business (now RBS Greenwich Capital) started making money, and under pressure of comparison with rapidly growing competitors such as Barclays Capital, saw major expansion in 2005–7, not least in private equity loans and in the sub-prime mortgage market. It became one of the top three underwriters of collateralised debt obligations (CDOs). This increased exposure to the eventual "credit crunch" contributed to RBS's financial problems.

The third contributor to RBS's problems was its liquidity position. From a position around 2002 where the bank was essentially 'fully funded' (i.e. was funding its lending positions fully from deposits gathered from customers), the rapid growth in lending within the GBM (Global Banking and Markets) division led to a reliance on external wholesale funding. The combination of this, along with the weak equity capital position, and the massive exposure to losses on CDOs via Greenwich, were the factors that destroyed RBS. The bank experienced severe financial problems, and attempted to shore up its balance sheet with a £12 billion share issue in April 2008, one of the largest in UK corporate history. The attempt to raise an additional £7 billion capital by selling off insurers Churchill and Direct Line failed due to lack of interest in the context of the global liquidity crisis. RBS was forced in October 2008 to rely on a UK Government bank rescue package to support a shareholder recapitalisation of the bank, which resulted in the government owning a majority of the shares. Following two rights issues in 2008, Goodwin resigned as Chief Executive.

On 13 October 2008, as part of the arrangement for government support (of which Goodwin said "This isn't a negotiation, it's a drive-by shooting"), it was announced that Goodwin was to stand down as CEO, to be replaced by Stephen Hester. Goodwin formally left RBS on 1 January 2009.

The share price, when Goodwin became CEO of RBS, in January 2001, was 442p. After reaching £18 a share (equivalent to £6 per share after each share was split into three in May 2007), on the day of his departure it was announced that the share price was 65.70p reflecting share buybacks, rights issues as well as market valuation. Despite these developments, the Daily Telegraph insisted that "his grasp of finance is in the Alpha class" and that he was "unlikely to be in the growing queue of jobless bankers" for long. In 2008/9, the RBS group was effectively nationalised: the UK Government owns nearly 70% of the ordinary shares of the company owing to its enormous debts. By January 2009, the share price was more than 98% down from its February 2007 peak.

Other activities

Goodwin has chaired various government task forces including one examining the work of credit unions and the New Deal programme. He is a former president of the Chartered Institute of Bankers in Scotland. Goodwin became chairman of The Prince's Trust in 2003. It was announced in January 2009 that his tenure would not be renewed for another three-year term, which he left in June 2009.

In January 2009, it was rumoured that Goodwin was being considered as a replacement for Max Mosley as President of the FIA (Formula One's governing body) as Mosley was due to step down in 2009. Goodwin, a motoring enthusiast, had been "instrumental" in RBS's sponsorship deal with the Williams Formula One team. In February 2009, RBS announced that the £10 million-a-year deal, struck in 2005, would end in 2010, as part of a strategic review of all sponsorship activity.

From January 2010, he was employed as a senior adviser to RMJM, an international architecture firm. He left the position after less than a year.

Size of pension

Media and government criticism increased on disclosure in February 2009 of the size of Goodwin's pension. The treasury minister Lord Myners had indicated to RBS that there should be "no reward for failure", but Goodwin's pension entitlement, represented by a notional fund of £8 million, was doubled, to a notional fund of £16 million or more, because under the terms of the scheme he was entitled to receive, at age 50, benefits which would otherwise have been available to him only if he had worked until age 60.

Sir Philip Hampton, RBS's new chairman, stated that as a result Goodwin is drawing £693,000 a year (later revised to £703,000 due to Goodwin working an extra month in the new financial year), and disclosed that under the RBS pension scheme Goodwin is entitled to draw the pension already, at age 50, because he had been asked to leave employment early, rather than having been dismissed. A pensions expert suggested that this meant Goodwin had received a substantial payoff from his early retirement, as it would cost around £25 million to buy such a pension and his pension 'pot' amounted to £16 million. When the matter became public in late February 2009, Goodwin defended his decision to refuse to reduce his pension entitlement in a letter to Lord Myners on 26 February, pointing out that on leaving in October 2008 he had given up a contractual 12-month notice period worth around £1.29 million and share options worth around £300,000. In March 2009 Lord Myners revealed that part of the reason Goodwin's pension was so large was that RBS treated him as having joined the pension scheme from age 20 (instead of 40, when he actually joined) and ignored contributions to his pension from previous employment.

Stephen Timms, a government finance minister, protested publicly about the matter. He said that it would be referred to the UK Financial Investments Limited. The Chancellor, Alistair Darling, ordered lawyers to explore legal avenues to recover the money, – though the legal options appear to be limited – and Prime Minister Gordon Brown declared that "a very substantial part of it [Goodwin's pension] should be returned." Former deputy PM John Prescott called on the government to withdraw Goodwin's pension and tell Goodwin to "sue if you dare." Liberal Democrats Treasury spokesman Vince Cable said that "What the government could do is say that if the company had gone bust, which it would have had it not been a bank, he would have been entitled to a compassionate payout of £27,000 a year, and if he does not like that he could sue." Cable added that Goodwin "obviously has got no sense of shame."

In evidence to the Treasury Select Committee on 3 March 2009, John Kingman, CEO of UK Financial Investments Ltd, the company set up to manage the government's holdings in banks, directly blamed the Royal Bank of Scotland board for awarding its former CEO a discretionary pension. Kingman said that the government was aware of the size of the pension pot in October 2008 (before UKFI was established), but that "what the government was not told was that this payment was in any way discretionary". He accused the RBS board of not sharing material facts with Financial Services Secretary Lord Myners. RBS could have terminated Mr Goodwin's contract as CEO with 12 months' notice, so avoiding the more expensive pension award. Kingman told the committee that UKFI was investigating whether RBS had "full knowledge of the alternatives" when it granted Mr Goodwin his pension. A letter from RBS setting out the background to the October 2008 decision on Goodwin's employment termination, the corporate approval process of the pension award and HM Treasury involvement was submitted to the Treasury Select Committee. Had he been dismissed instead of accepting early retirement, his annual pension would have been £416,000, payable from age 60. If the government had not stopped RBS from going bankrupt, his pension would have been paid out of the pension-protection fund and been £28,000 a year, starting at age 65.

His home in The Grange in Edinburgh was vandalised on 25 March 2009 by an anti-banking group apparently known as "Bank Bosses Are Criminals", according to a newspaper who were sent details of the attack by the group. In their message, they said

Fred Goodwin's house in Edinburgh was attacked this morning. We are angry that rich people, like him, are paying themselves a huge amount of money and living in luxury, while ordinary people are made unemployed, destitute and homeless. Bank bosses should be jailed. This is just the beginning.

Several windows in his house were smashed, and a car damaged in the drive below.

On 18 June 2009, RBS stated that following negotiation an agreement was reached between RBS and Goodwin to reduce his pension to £342,500 a year from the £555,000 set in February after he took out an estimated £2.7 million tax-free lump sum. The agreement followed the completion of RBS's internal inquiry into Goodwin's conduct, which found no wrongdoing. In May 2024, it was reported that RBS was spending about £598,000 a year, adjusting for inflation, on Goodwin’s pension.

Superinjunction

On 10 March 2011, John Hemming, a backbench Liberal Democrat MP, referred in Parliament (under parliamentary privilege) to the supposed existence of "a superinjunction preventing [Goodwin] from being identified as a banker". As matters discussed in Parliament can be freely reported by the press, newspapers including The Guardian, The Independent, and The Daily Telegraph, reported that Goodwin had obtained such an injunction, while still remaining unable to explain what information the injunction restricted the publication of.

On 19 May 2011, Lord Stoneham, speaking in the House of Lords, asked the Government "how can it be right for a super-injunction to hide the alleged relationship between Sir Fred Goodwin and a senior colleague?" Later that day, the High Court varied the order, allowing Goodwin's name to be published, but continued it in relation to the identity of the lady involved. In his judgment, Mr Justice Tugendhat noted that the order had not been a superinjunction as it had been published in anonymised form on the British and Irish Legal Information Institute website. He also stated that the injunction had not prevented Goodwin being identified as a banker, but instead prevented the person applying for the injunction from being identified as a banker, and that this was done because "if the applicant were identified as a banker that would be likely to lead to his being named, which would defeat the purpose of granting him anonymity". The judge criticised press reporting of the case as including "misleading and inaccurate statements".