Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 24.79M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 212K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 154K
Liquidation or Succession
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 79K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 98K Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 81K
5: EX-12.2 Statement re: the Computation of Ratios HTML 82K
7: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 77K
14: R1 Cover Page HTML 157K
15: R2 Audit Information HTML 82K
16: R3 Consolidated Income Statement HTML 129K
17: R4 Consolidated Statement of Comprehensive Income HTML 148K
18: R5 Consolidated Balance Sheet HTML 160K
19: R6 Consolidated Cash Flow Statement HTML 190K
20: R7 Consolidated Statement of Changes in Equity HTML 136K
21: R8 Risk Framework HTML 149K
22: R9 Credit Risk HTML 5.28M
23: R10 Liquidity Risk HTML 983K
24: R11 Capital Risk HTML 170K
25: R12 Market Risk HTML 128K
26: R13 Accounting Policies HTML 363K
27: R14 Segments HTML 441K
28: R15 Net Interest Income HTML 129K
29: R16 Net Fee and Commission Income HTML 104K
30: R17 Other Operating Income HTML 136K
31: R18 Operating Expenses Before Credit Impairment HTML 203K
Charges, Provisions and Charges
32: R19 Audit and Other Services HTML 127K
33: R20 Credit Impairment Charges and Provisions HTML 110K
34: R21 Taxation HTML 258K
35: R22 Dividends on Ordinary Shares HTML 109K
36: R23 Derivative Financial Instruments HTML 840K
37: R24 Other Financial Assets at Fair Value Through HTML 108K
Profit or Loss
38: R25 Loans and Advances to Customers HTML 165K
39: R26 Securitisations and Covered Bonds HTML 231K
40: R27 Transfers of Financial Assets Not Qualifying for HTML 109K
Derecognition
41: R28 Reverse Repurchase Agreements - Non Trading HTML 88K
42: R29 Other Financial Assets at Amortised Cost HTML 89K
43: R30 Financial Assets at Fair Value Through Other HTML 88K
Comprehensive Income
44: R31 Interests in Other Entities HTML 128K
45: R32 Intangible Assets HTML 263K
46: R33 Property, Plant and Equipment HTML 198K
47: R34 Other Financial Liabilities at Fair Value Through HTML 101K
Profit or Loss
48: R35 Deposits by Customers HTML 96K
49: R36 Deposits by Banks HTML 95K
50: R37 Repurchase Agreements - Non Trading HTML 88K
51: R38 Debt Securities in Issue HTML 106K
52: R39 Subordinated Liabilities HTML 147K
53: R40 Other Liabilities HTML 87K
54: R41 Provisions HTML 162K
55: R42 Retirement Benefit Plans HTML 453K
56: R43 Contingent Liabilities and Commitments HTML 153K
57: R44 Share Capital HTML 93K
58: R45 Other Equity Instruments HTML 108K
59: R46 Notes to Cash Flows HTML 271K
60: R47 Assets Charged as Security for Liabilities and HTML 147K
Collateral Accepted as Security for Assets
61: R48 Share-Based Compensation HTML 181K
62: R49 Transactions with Directors and Other Key HTML 188K
Management Personnel
63: R50 Related Party Disclosures HTML 154K
64: R51 Financial Instruments HTML 884K
65: R52 Offsetting Financial Assets and Liabilities HTML 222K
66: R53 Interest Rate Benchmark Reform HTML 114K
67: R54 Discontinued Operations and Assets and Liabilities HTML 135K
Held for Sale
68: R55 Events After the Balance Sheet Date HTML 81K
69: R56 Accounting Policies (Policies) HTML 396K
70: R57 Credit Risk (Tables) HTML 4.78M
71: R58 Liquidity Risk (Tables) HTML 773K
72: R59 Capital Risk (Tables) HTML 95K
73: R60 Market Risk (Tables) HTML 128K
74: R61 Accounting Policies (Tables) HTML 115K
75: R62 Segments (Tables) HTML 459K
76: R63 Net Interest Income (Tables) HTML 128K
77: R64 Net Fee and Commission Income (Tables) HTML 103K
78: R65 Other Operating Income (Tables) HTML 122K
79: R66 Operating Expenses Before Credit Impairment HTML 175K
Charges, Provisions and Charges (Tables)
80: R67 Audit and Other Services (Tables) HTML 109K
81: R68 Credit Impairment Charges and Provisions (Tables) HTML 106K
82: R69 Taxation (Tables) HTML 247K
83: R70 Dividends on Ordinary Shares (Tables) HTML 103K
84: R71 Derivative Financial Instruments (Tables) HTML 814K
85: R72 Other Financial Assets at Fair Value Through HTML 95K
Profit or Loss (Tables)
86: R73 Loans and Advances to Customers (Tables) HTML 175K
87: R74 Securitisations and Covered Bonds (Tables) HTML 200K
88: R75 Transfers of Financial Assets Not Qualifying for HTML 101K
Derecognition (Tables)
89: R76 Reverse Repurchase Agreements - Non Trading HTML 88K
(Tables)
90: R77 Other Financial Assets at Amortised Cost (Tables) HTML 88K
91: R78 Financial Assets at Fair Value Through Other HTML 86K
Comprehensive Income (Tables)
92: R79 Interests in Other Entities (Tables) HTML 88K
93: R80 Intangible Assets (Tables) HTML 232K
94: R81 Property, Plant and Equipment (Tables) HTML 196K
95: R82 Other Financial Liabilities at Fair Value Through HTML 90K
Profit or Loss (Tables)
96: R83 Deposits by Customers (Tables) HTML 95K
97: R84 Deposits by Banks (Tables) HTML 93K
98: R85 Repurchase Agreements - Non Trading (Tables) HTML 88K
99: R86 Debt Securities in Issue (Tables) HTML 105K
100: R87 Subordinated Liabilities (Tables) HTML 136K
101: R88 Other Liabilities (Tables) HTML 87K
102: R89 Provisions (Tables) HTML 135K
103: R90 Retirement Benefit Plans (Tables) HTML 390K
104: R91 Contingent Liabilities and Commitments (Tables) HTML 88K
105: R92 Share Capital (Tables) HTML 94K
106: R93 Other Equity Instruments (Tables) HTML 103K
107: R94 Notes to Cash Flows (Tables) HTML 257K
108: R95 Assets Charged as Security for Liabilities and HTML 112K
Collateral Accepted as Security for Assets
(Tables)
109: R96 Share-Based Compensation (Tables) HTML 137K
110: R97 Transactions with Directors and Other Key HTML 153K
Management Personnel (Tables)
111: R98 Related Party Disclosures (Tables) HTML 136K
112: R99 Financial Instruments (Tables) HTML 761K
113: R100 Offsetting Financial Assets and Liabilities HTML 213K
(Tables)
114: R101 Interest Rate Benchmark Reform (Tables) HTML 109K
115: R102 Discontinued Operations and Assets and Liabilities HTML 125K
Held for Sale (Tables)
116: R103 Credit Risk - Disclosure of Exposures to Credit HTML 83K
Risk by Segment (Details)
117: R104 Credit Risk - Disclosure of Key Metrics to Measure HTML 92K
and Control Credit Risk (Details)
118: R105 Credit Risk - Schedule of Macroeconomic HTML 209K
Assumptions for Each Five Scenarios (Details)
119: R106 Credit Risk - Disclosure of Scenario Weights HTML 92K
Applied To Scenarios (Details)
120: R107 Credit Risk - Disclosure of Quantitative Criteria HTML 93K
of Credit Risk Exposure (Details)
121: R108 Credit Risk - Disclosure of Qualitative Criteria HTML 94K
of Credit Risk Exposure (Details)
122: R109 Credit Risk - Group Level Credit Risk Management, HTML 182K
Additional Information (Details)
123: R110 Credit Risk - Disclosure of ECL by Segment HTML 312K
(Details)
124: R111 Credit Risk - Disclosure of Base Expected Credit HTML 169K
Losses to Probability Weighted Estimated Credit
Losses (Details)
125: R112 Credit Risk - Schedule of Impact on Profit Before HTML 85K
Tax of Applying an Immediate and Permanent House
Price Increase or Decrease to Our Base Case
Economic Scenario Explanatory (Details)
126: R113 Credit Risk - Disclosure of Factors to Measure ECL HTML 92K
(Details)
127: R114 Credit Risk - Disclosure of Maximum and Net HTML 250K
Exposure to Credit Risk - IFRS 9 (Details)
128: R115 Credit Risk - Disclosure of Difference Between HTML 104K
Maximum and Net Exposure to Credit Risk - IFRS 9
(Details)
129: R116 Credit Risk - Disclosure of Equivalent Credit HTML 118K
Rating Grade used by Standard and Poors Ratings
Services (Details)
130: R117 Credit Risk - Disclosure of Credit Rating of HTML 365K
Financial Assets Subject to Credit Risk (Details)
131: R118 Credit Risk - Disclosure of Credit Performance HTML 91K
(Details)
132: R119 Credit Risk - Disclosure of IFRS 9 Credit Quality HTML 205K
(Details)
133: R120 Credit Risk - Disclosure of Stage 2 Exposures by HTML 209K
Classification (Details)
134: R121 Credit Risk - Disclosure of Stage 2 Decomposition HTML 86K
Cure and Not Cure Explanatory (Details)
135: R122 Credit Risk - Disclosure of Stage 3 Decomposition HTML 86K
Cure and Not Cure Explanatory (Details)
136: R123 Credit Risk - Disclosure of Reconciliation of HTML 136K
Exposures, ECL and Net Carrying Amounts (Details)
137: R124 Credit Risk - Disclosure of ECL Reconciliation HTML 314K
(Details)
138: R125 Credit Risk - Disclosure of Country Risk Exposure HTML 192K
(Details)
139: R126 Credit Risk - Disclosure of Balances with Other HTML 106K
Banco Santander Companies (Details)
140: R127 Credit Risk - Disclosure of Borrower Profile HTML 101K
(Details)
141: R128 Credit Risk - Homes Credit Risk Review, Additional HTML 115K
Information (Details)
142: R129 Credit Risk - Disclosure of Interest Rate Profile HTML 105K
of Mortgage Assets Stock (Details)
143: R130 Credit Risk - Disclosure of Geographic HTML 105K
Distribution of Mortgage Assets Stock (Details)
144: R131 Credit Risk - Disclosure of Mortgage Loan Size HTML 93K
(Details)
145: R132 Credit Risk - Disclosure of LTV Distribution of HTML 128K
Mortgage Assets Stock (Details)
146: R133 Credit Risk - Disclosure of Credit Performance by HTML 200K
Segment (Details)
147: R134 Credit Risk - Disclosure of ECL Reconciliation by HTML 305K
Segment (Details)
148: R135 Credit Risk - Disclosure of Loan Modification by HTML 103K
Segment (Details)
149: R136 Credit Risk - Disclosure of Forbearance Balances HTML 139K
by Segment (Details)
150: R137 Credit Risk - Disclosure of Other Loan HTML 108K
Modification by Segment (Details)
151: R138 Credit Risk - Disclosure of Homes Portfolios of HTML 137K
Particular Interest by Credit Performance
(Details)
152: R139 Credit Risk - Disclosure of Homes Portfolios of HTML 101K
Particular Interest by Forbearance Balances
(Details)
153: R140 Credit Risk - Disclosure of Segments Exposure by HTML 235K
Credit Rating (Details)
154: R141 Credit Risk - Disclosure of Segments Exposure by HTML 117K
Geographical Distribution (Details)
155: R142 Credit Risk - Disclosure of Segments Exposure by HTML 94K
Gross and Net Credit Exposure (Details)
156: R143 Liquidity Risk - Summary of Reconciliation of HTML 151K
Wholesale Funding to Balance Sheet (Details)
157: R144 Liquidity Risk - Summary of Sources of Wholesale HTML 195K
Funding by Maturity (Details)
158: R145 Liquidity Risk - Summary of Wholesale Funding by HTML 163K
Currency (Details)
159: R146 Liquidity Risk - Summary of External Term HTML 145K
Issuance, Sterling Equivalent (Details)
160: R147 Liquidity Risk - Summary of Balance Sheet HTML 162K
Encumbered and Unencumbered Assets Explanatory
(Details)
161: R148 Liquidity Risk - Additional Information (Details) HTML 88K
162: R149 Capital Risk - Additional Information (Details) HTML 80K
163: R150 Capital Risk - Summary of Regulatory Capital HTML 87K
Resources (Details)
164: R151 Market Risk - Summary of Detailed Information HTML 78K
about VaR (Details)
165: R152 Market Risk - Additional Information (Details) HTML 79K
166: R153 Accounting Policies - Additional Information HTML 142K
(Details)
167: R154 Accounting Policies - Summary of Useful Lives or HTML 87K
Depreciation Rates Used for Intangible Assets
(Details)
168: R155 Accounting Policies - Summary of Useful Lives or HTML 93K
Depreciation Rates Used for Property, Plant and
Equipment (Details)
169: R156 Segments - Additional Information (Details) HTML 95K
170: R157 Segments - Summary of Results by Segment (Details) HTML 177K
171: R158 Segments - Summary Of Relationship Between HTML 106K
Customer Liabilities and Deposits (Details)
172: R159 Net Interest Income (Details) HTML 115K
173: R160 Net Fee and Commission Income (Details) HTML 92K
174: R161 Other Operating Income - Summary of Net Trading HTML 102K
and Other Income (Details)
175: R162 Other Operating Income - Additional Information HTML 88K
(Details)
176: R163 Operating Expenses Before Credit Impairment HTML 99K
Charges, Provisions and Charges - Summary of
Operating Expenses Before Credit Impairment
Losses, Provisions and Charges (Details)
177: R164 Operating Expenses Before Credit Impairment HTML 96K
Charges, Provisions and Charges - Summary of
Deferred Performance Awards (Details)
178: R165 Operating Expenses Before Credit Impairment HTML 93K
Charges, Provisions and Charges - Summary of
Amount of Bonus Awarded to Employees (Details)
179: R166 Operating Expenses Before Credit Impairment HTML 101K
Charges, Provisions and Charges - Additional
Information (Details)
180: R167 Audit and Other Services - Summary of Audit and HTML 96K
Other Services (Details)
181: R168 Audit and Other Services - Additional Information HTML 90K
(Details)
182: R169 Credit Impairment Charges and Provisions - Summary HTML 94K
of Impairment Losses and Provisions (Details)
183: R170 Credit Impairment Charges and Provisions - HTML 85K
Additional Information (Details)
184: R171 Taxation - Disclosure of Income Tax and Deferred HTML 96K
Taxes Explanatory (Details)
185: R172 Taxation - Additional Information (Details) HTML 85K
186: R173 Taxation - Schedule of Tax on Profit Before Tax HTML 103K
Differs from Theoretical Amount that Arise Using
Basic Corporation Tax Rate (Details)
187: R174 Taxation - Disclosure of Movements in Current Tax HTML 90K
Assets and Liabilities (Details)
188: R175 Taxation - Disclosure of Deferred Tax Assets and HTML 113K
Liabilities Including Movement in Deferred Tax
Account (Details)
189: R176 Dividends on Ordinary Shares - Disclosure of HTML 86K
Dividends on Ordinary Shares Declared and Paid
(Details)
190: R177 Dividends on Ordinary Shares - Additional HTML 79K
Information (Details)
191: R178 Derivative Financial Instruments - Notional HTML 138K
Amounts of Transactions Outstanding (Details)
192: R179 Derivative Financial Instruments - Analysis of the HTML 108K
Notional and Fair Values of Derivatives by Trading
and Settlement Method (Details)
193: R180 Derivative Financial Instruments - Summary of HTML 216K
Maturity Profile and Average Price/Rate of Hedging
Instruments Used in Hedging Strategies (Details)
194: R181 Derivative Financial Instruments - Summary of Net HTML 91K
Gains or Losses Arising from Fair Value and Cash
Flow Hedges Included in Net Trading and Other
Income (Details)
195: R182 Derivative Financial Instruments - Summary of HTML 110K
Information About Hedging Ineffectiveness by Risk
Category (Details)
196: R183 Derivative Financial Instruments - Additional HTML 80K
Information (Details)
197: R184 Derivative Financial Instruments - Summary of HTML 93K
Reconciliation by Risk Category of Components of
Equity and Analysis of Other Comprehensive Income
Items Resulting from Hedge Accounting (Details)
198: R185 Derivative Financial Instruments - Summary of HTML 184K
Details of Hedged Exposures by Hedging Strategies
(Details)
199: R186 Other Financial Assets at Fair Value Through HTML 91K
Profit or Loss - Summary of Other Financial Assets
at Fair Value Through Profit or Loss (Details)
200: R187 Other Financial Assets at Fair Value Through HTML 92K
Profit or Loss - Additional Information (Details)
201: R188 Loans and Advances to Customers - Summary of Net HTML 102K
Loans and Advances to Customers (Details)
202: R189 Loans and Advances to Customers - Summary of HTML 101K
Finance Lease and Hire Purchase Contract
Receivables (Details)
203: R190 Loans and Advances to Customers - Additional HTML 84K
Information (Details)
204: R191 Loans and Advances to Customers - Disclosure of HTML 93K
Maturity Analysis of Operating Lease Payments
(Details)
205: R192 Securitisations and Covered Bonds - Analysis of HTML 116K
Securitisations and Covered Bonds (Details)
206: R193 Securitisations and Covered Bonds - Summary of HTML 116K
Issuances and Redemptions of Securitisation and
Covered Bond Programme (Details)
207: R194 Securitisations and Covered Bonds - Additional HTML 84K
Information (Details)
208: R195 Transfers of Financial Assets Not Qualifying for HTML 91K
Derecognition (Details)
209: R196 Reverse Repurchase Agreements - Non Trading HTML 84K
(Details)
210: R197 Other Financial Assets at Amortised Cost (Details) HTML 85K
211: R198 Financial Assets at Fair Value Through Other HTML 82K
Comprehensive Income (Details)
212: R199 Interests in Other Entities - Schedule of HTML 81K
Interests in Other Entities (Details)
213: R200 Interests In Other Entities - Additional HTML 98K
Information (Details)
214: R201 Intangible Assets - Schedule of Goodwill (Details) HTML 85K
215: R202 Intangible Assets - Additional Information HTML 85K
(Details)
216: R203 Intangible Assets - Schedule of Goodwill for Cash HTML 90K
Generating Units (Details)
217: R204 Intangible Assets - Disclosure of Reasonably HTML 90K
Possible Changes in Key Assumptions (Details)
218: R205 Intangible Assets - Sensitivity of VIU Changes to HTML 89K
Current Assumptions (Details)
219: R206 Intangible Assets - Schedule of Other Intangibles HTML 97K
(Details)
220: R207 Property, Plant and Equipment (Details) HTML 150K
221: R208 Property, Plant and Equipment - Additional HTML 84K
Information (Details)
222: R209 Other Financial Liabilities at Fair Value Through HTML 86K
Profit or Loss - Summary of Other Financial
Liabilities at Fair Value Through Profit or Loss
(Details)
223: R210 Other Financial Liabilities at Fair Value Through HTML 85K
Profit or Loss - Additional Information (Details)
224: R211 Deposits by Customers (Details) HTML 90K
225: R212 Deposits by Banks (Details) HTML 89K
226: R213 Repurchase Agreements - Non Trading (Details) HTML 83K
227: R214 Debt Securities In Issue (Details) HTML 108K
228: R215 Subordinated Liabilities - Schedule of HTML 87K
Subordinated Liabilities (Details)
229: R216 Subordinated Liabilities - Additional Information HTML 97K
(Details)
230: R217 Subordinated Liabilities - Summary of Undated HTML 90K
Subordinated Liabilities (Details)
231: R218 Subordinated Liabilities - Summary of Dated HTML 106K
Subordinated Liabilities (Details)
232: R219 Other Liabilities (Details) HTML 83K
233: R220 Provisions - Summary of Provisions Reconciliation HTML 115K
(Details)
234: R221 Provisions - Additional Information (Details) HTML 114K
235: R222 Retirement Benefit Plans - Summary of Retirement HTML 88K
Benefit Plans (Details)
236: R223 Retirement Benefit Plans - Additional Information HTML 132K
(Details)
237: R224 Retirement Benefit Plans - Total Defined Benefit HTML 89K
Plan Amount Charged to Income Statement (Details)
238: R225 Retirement Benefit Plans - Summary of Amounts HTML 92K
Recognised in Other Comprehensive Income (Details)
239: R226 Retirement Benefit Plans - Disclosure of Movements HTML 109K
in Present Value of Defined Benefit Obligations
(Details)
240: R227 Retirement Benefit Plans - Disclosure of Movements HTML 95K
in Fair Value of Scheme Assets (Details)
241: R228 Retirement Benefit Plans - Summary of Composition HTML 150K
and Fair Value of Plan Assets (Details)
242: R229 Retirement Benefit Plans - Summary of Principal HTML 98K
Actuarial Assumptions Used for Defined Benefit
Schemes (Details)
243: R230 Retirement Benefit Plans - Summary of Actuarial HTML 92K
Assumption Sensitivities (Details)
244: R231 Retirement Benefit Plans - Disclosure of Benefits HTML 91K
Expected To Be Paid (Details)
245: R232 Contingent Liabilities and Commitments - Summary HTML 86K
of Contingent Liabilities and Commitments
(Details)
246: R233 Contingent Liabilities and Commitments - HTML 98K
Additional Information (Details)
247: R234 Share Capital - Schedule of Share Capital Issued HTML 86K
and Fully Paid (Details)
248: R235 Share Capital - Summary of Share Premium (Details) HTML 79K
249: R236 Share Capital - Additional Information (Details) HTML 79K
250: R237 Other Equity Instruments - Summary of Other Equity HTML 96K
Instruments (Details)
251: R238 Other Equity Instruments - Additional Information HTML 82K
(Details)
252: R239 Notes to Cash Flows - Summary of Changes in HTML 127K
Liabilities Arising from Financing Activities
(Details)
253: R240 Notes to Cash Flows - Additional Information HTML 87K
(Details)
254: R241 Assets Charged as Security for Liabilities and HTML 99K
Collateral Accepted as Security for Assets -
Financial Assets Charged as Security Under
On-Balance Sheet and Off-Balance (Details)
255: R242 Assets Charged as Security for Liabilities and HTML 109K
Collateral Accepted as Security for Assets -
Additional Information (Details)
256: R243 Assets Charged as Security for Liabilities and HTML 85K
Collateral Accepted as Security for Assets -
Schedule of Collateral Held as Security for Assets
(Details)
257: R244 Share-Based Compensation - Additional Information HTML 146K
(Details)
258: R245 Share-Based Compensation - Summary of Movement in HTML 103K
Share Options (Details)
259: R246 Share-Based Compensation - Summary of Range of HTML 109K
Exercise Prices and Weighted Average Remaining
Contractual Life of the Options Outstanding
(Details)
260: R247 Transactions with Directors and Other Key HTML 104K
Management Personnel - Summary of Remuneration of
the Directors and Other Key Management Personnel
(Details)
261: R248 Transactions with Directors and Other Key HTML 106K
Management Personnel - Additional Information
(Details)
262: R249 Transactions with Directors and Other Key HTML 95K
Management Personnel - Summary of Transactions
with Directors, Other Key Management Personnel
(Details)
263: R250 Related Party Disclosures - Summary of HTML 100K
Transactions With Related Parties (Details)
264: R251 Related Party Disclosures - Additional Information HTML 99K
(Details)
265: R252 Financial Instruments - Disclosure of Analysis of HTML 185K
Fair Value of Financial Instruments Carried at
Amortised Cost (Details)
266: R253 Financial Instruments - Disclosure of Analysis of HTML 198K
Fair Value of Financial Instruments Measured at
Fair Value on a Recurring Basis (Details)
267: R254 Financial Instruments - Additional Information HTML 97K
(Details)
268: R255 Financial Instruments - Summary of Fair Value HTML 92K
Adjustment (Details)
269: R256 Financial Instruments - Disclosure of Analysis of HTML 119K
Financial Instruments Valued Using Internal Models
Based on Information Other than Market Data
(Details)
270: R257 Financial Instruments - Summary of Reconciliation HTML 146K
of Fair Value Measurement in Level 3 of the Fair
Value Hierarchy (Details)
271: R258 Financial Instruments - Disclosure of Effects of HTML 148K
Changes in Significant Unobservable Assumptions to
Reasonably Possible Alternatives Level Three
(Details)
272: R259 Financial Instruments - Disclosure of Maturity HTML 129K
Analysis of Undiscounted Cash Flows for Financial
Liabilities and Off Balance Sheet Commitments
(Details)
273: R260 Offsetting Financial Assets and Liabilities HTML 148K
(Details)
274: R261 Interest Rate Benchmark Reform - Schedule of HTML 105K
Amounts Affected by IBOR Reform (Details)
275: R262 Discontinued Operations and Assets and Liabilities HTML 108K
Held for Sale - Disclosure of Financial
Performance Relating to Discontinued Operations
(Details)
276: R263 Discontinued Operations and Assets and Liabilities HTML 82K
Held for Sale - Additional Information (Details)
277: R264 Discontinued Operations and Assets and Liabilities HTML 82K
Held for Sale - Disclosure of Assets and
Liabilities Held for Sale (Details)
278: R265 Events After the Balance Sheet Date (Details) HTML 79K
280: XML IDEA XML File -- Filing Summary XML 570K
283: XML XBRL Instance -- san-20231231_htm XML 36.45M
279: EXCEL IDEA Workbook of Financial Report Info XLSX 789K
10: EX-101.CAL XBRL Calculations -- san-20231231_cal XML 558K
11: EX-101.DEF XBRL Definitions -- san-20231231_def XML 3.77M
12: EX-101.LAB XBRL Labels -- san-20231231_lab XML 6.65M
13: EX-101.PRE XBRL Presentations -- san-20231231_pre XML 4.67M
9: EX-101.SCH XBRL Schema -- san-20231231 XSD 1.18M
281: JSON XBRL Instance as JSON Data -- MetaLinks 1,216± 1.91M
282: ZIP XBRL Zipped Folder -- 0001628280-24-008865-xbrl Zip 2.66M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Policy for the Recovery of Erroneously Awarded Compensation
1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules.
2.Administration. Except as specifically set forth herein, this
Policy shall be administered by the Administrator. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy. Subject to any limitation under applicable law, the Administrator may authorise and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
3.Definitions. For purposes of this Policy, the following capitalised terms shall have the meanings set forth below.
a.“Accounting Restatement” shall mean an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). For the avoidance of doubt, an Accounting Restatement will not be deemed to occur in the event of a restatement of the Company’s financial statements due to a retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the
Company’s internal organisation; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganisation of entities under common control; or (v) revision for stock splits, reverse stock splits, stock dividends, or other changes in capital structure.
b.“Administrator” shall mean the Board Remuneration Committee of the Company, or any other committee designated by the Board to administer the Policy, and in the absence of such designation, the Board.
c.“Board” shall mean the Board of Directors of the Company.
d.“Clawback
Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company), all Incentive-based Compensation Received by such individual: (i) on or after the Effective Date; (ii) after beginning service as an Executive Officer; (iii) while the Company has a class of securities listed on the Listing Exchange; and (iv) during the applicable Clawback Period.
e.“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed
fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
f.“Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) or the Listing Exchange pursuant to Rule 10D-1 under the Exchange Act (including Section 303A.14 of the New York Stock Exchange Listed Company Manual), in each case as may be in effect from time to time.
g.“Company” shall mean Santander
UK plc, incorporated in England and Wales with registered number 02294747, together with its subsidiaries.
i.“Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
j.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
k.“Executive Officer” shall mean any individual who is or was an executive officer as determined by the Administrator in accordance with the definition of “executive officer” as set forth in the Clawback Rules and any other senior executive, employee or other personnel of the Company who may from time to time be deemed subject to the Policy by the Administrator. For the avoidance of doubt, the Administrator shall have full discretion
Santander UK plc 1
to determine which individuals in the
Company shall be considered an “Executive Officer” for purposes of this Policy.
l.“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure (i) includes “non-GAAP” financial measures for purposes of Regulation G of the Exchange Act, as well as other measures, metrics and ratios that are not non-GAAP measures; and (ii) need not be presented within the
Company’s financial statements or included in a filing with the SEC.
m.“Impracticable” shall mean, in accordance with the good faith determination of the Administrator, or if the Administrator does not consist of independent directors, a majority of the independent directors serving on the Board, that recovery would be impracticable and any of the following conditions are met: (i) the direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such documentation to the Listing Exchange; (ii) recovery would violate UK law where that law was adopted prior to November
28, 2022, provided that, before concluding that it would be Impracticable to recover any amount of Erroneously Awarded Compensation based on violation of UK law, the Company has obtained an opinion of counsel, acceptable to the Listing Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the Listing Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
n.“Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part
upon the attainment of a Financial Reporting Measure.
o.“Listing Exchange” shall mean the New York Stock Exchange or such other U.S. national securities exchange or national securities association on which the Company’s securities are listed.
p.“Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded Compensation; (ii) seeking recovery of any gain realised on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by the Company to the Executive Officer; (iv) cancelling
outstanding vested or unvested equity awards; and/or (v) taking any other remedial and recovery action permitted by applicable law, as determined by the Administrator.
q.“Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.
r.“Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-based
Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-based Compensation continues to be subject to the service-based vesting condition.
s.“Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or officers of the Company authorised to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorised body directs the
Company to prepare an Accounting Restatement.
t.“SEC” shall mean the U.S. Securities and Exchange Commission.
4.Repayment of Erroneously Awarded Compensation.
a.In the event the Company is required to prepare an Accounting Restatement, the Administrator shall reasonably promptly (in accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall reasonably promptly thereafter provide each Executive Officer with written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Clawback Eligible
Incentive Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Administrator based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Clawback
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Eligible Incentive Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation
to the Listing Exchange). The Administrator is authorised to engage, on behalf of the Company, any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.
b.In the event that any repayment of Erroneously Awarded Compensation is owed to the Company, the Administrator shall recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and appropriate in its
discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder. Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated in this Section 4(b) if recovery would be Impracticable. In implementing the actions contemplated in this Section 4(b), the Administrator will act in accordance with the listing standards and requirements of the Listing Exchange and with the applicable Clawback Rules.
5.Reporting
and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of U.S. federal securities laws, including any disclosure required by applicable SEC rules.
6.Indemnification Prohibition. The Company shall not be permitted to indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules or to pay or reimburse any Executive Officer for the cost of third-party insurance purchased by an Executive Officer to cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, the
Company shall not enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.
7.Interpretation. The Administrator is authorised to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to comply
with applicable law, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other law or regulation that the Administrator determines is applicable. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
8.Effective Date. This Policy shall be effective as of the Effective Date.
9.Amendment; Termination. The Administrator may modify or amend this Policy, in whole or in part, from time to time in its discretion and shall amend any or all of the provisions of this Policy as it deems necessary,
including as and when it determines that it is legally required by the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. The Administrator may terminate this Policy at any time, and this Policy shall remain in effect only so long as the Clawback Rules apply to the Company. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate the Clawback Rules, or any federal securities law, SEC rule or Listing Exchange rule. Furthermore, unless otherwise
determined by the Administrator or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply with any change in the Clawback Rules.
10.Other Recoupment Rights; No Additional Payments. The Administrator intends that this Policy will be applied to the fullest extent permitted by applicable law. The Administrator may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executive Officers who cease employment or service
with the Company shall continue to be bound by the terms of the Policy with respect to Clawback Eligible Incentive Compensation. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to the Company. To the extent that an Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation
Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be
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credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy, as determined by the Administrator in its sole discretion. Nothing in this Policy precludes the Company from implementing any additional clawback or recoupment policies with respect to Executive Officers or any other service provider of the
Company. Application of this Policy does not preclude the Company from taking any other action to enforce any Executive Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to the Company with respect to any Executive Officer.
11.Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs, executors, administrators or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the Administrator.
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Dates Referenced Herein and Documents Incorporated by Reference
