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Turning round Midland

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‘WE SHOULD NOT UNDERESTIMATE the task ahead,’ Purves told senior colleagues in December 1992, six months after HSBC’s biggest-ever acquisition. ‘Midland is a very large organisation whose loan book is greater than the rest of the Group put together – provisions, unfortunately, are also much greater!’1 On 4 January, three days after HSBC Holdings, in accordance with the Bank of England’s requirements, had formally moved to London, he reiterated that ‘the major challenge for 1993 is the restoration of Midland’s corporate health’, adding that ‘the current pessimistic economic prospects for the UK do not augur well for a quick turn round in Midland’s fortunes’.2 Could it be done? The greatest test of the ‘three-legged stool’ strategy was now finally at hand, with Institutional Investor correctly noting that ‘the abysmal track record of would-be global banks raises fears’ and citing several sceptical voices about HSBC’s chances.3 For Purves and his colleagues − seeking to prove that the bank was capable of successfully managing a major acquisition outside Hong Kong − it was the challenge not only of 1993 but of a lifetime.

Many people, including some forty International Officers (IOs), played an important part in the ensuing story, but in a day-to-day sense no one was as pivotal as Keith Whitson.4 Fresh from the Marine Midland turn round, he was based in London within days of the new acquisition, sending his candid impressions to Purves in July 1992:

My observation is that the senior management team in Midland is not well regarded by the vast majority of the staff. They expect us to introduce changes and see them as being urgently required.

Pearse [Brian Pearse, chief executive] is obviously a competent and experienced man. I like the little I have seen of him and don’t envisage having anything other than a good working relationship. However, he is surrounded by senior executives who are understandably deeply protective of Midland and its staff. Most have never experienced working for a successful, dynamic organisation. They have become steeped in mediocrity and have become overly defensive and sensitive to criticism. We need to break this up, and introduce higher standards across the board.

The qualities which I am repeatedly told I brought to Marine are leadership, energy, integrity, candour and professionalism. I assume that you wish me to try and pursue the same principles within Midland. Certainly these qualities are not altogether evident within the existing set-up. If my assumption is correct then I need both the position and the bare minimum of tools/assistants to succeed. I regret to say that I am beginning to see many of the unmistakable signs of a case of ‘déjà vu’ vis-à-vis my early days at Marine.

Whitson added bluntly that HSBC needed to ‘impose our will now’.5

Inevitably much turned on Pearse, a highly respected and warmly regarded figure in the British banking world. By November 1992 an apparent fault-line was emerging over the question of costs. ‘I believe we must set a cost target,’ George Cardona (Group planning controller) urged Purves, ‘because Midland are arguing that their costs are fine, all they need is money from HSBC to invest in order to increase income.’6 Purves agreed, and next day told Pearse that the forthcoming strategic plan for Midland should include the target of a substantial reduction in the cost-income ratio, down from 71.3 per cent in 1992 to 60 per cent by 1995,7 and 5 per cent less than Pearse had thought was possible.8 ‘I have never been a fan of cost-income ratios because the emphasis is too much on cost,’ Pearse replied immediately, further explaining that the target ‘will, I fear, require a reversal of our currently stated intent’ – one of growth – ‘to one of substantial branch closure and staff redundancy’.9 A further exchange of views followed before Christmas. Pearse reiterated that the main focus should be on increasing market share, using ‘opportunities offered to us through the strength of HSBC Group to grow our income in a number of businesses’.10 Purves’s response was moderate in tone: ‘I would not like to take the risk of letting anyone think that we can go on just trying to increase income and that doing so will somehow enable us to leave costs alone.’ As for methods to reduce costs, he stressed that ‘we should avoid large-scale branch closures’, and instead ‘reduce costs and improve productivity’ among ‘that large group of people’ not actually working in the branches.11 Put like that, Pearse presumably did not disagree.

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Keith Whitson presents an award to the Midland Executive Trainee of the Year, September 1997.

Even so, by February 1993, with the strategic plan still in preparation, he continued to resist the 60 per cent target. ‘What now?’ Cardona asked Purves (still based in Hong Kong). ‘How long can we let them drift like this?’12 In reply, Purves counselled, ‘We must not get too hung up about a single ratio. I think that we may achieve more by steady pressure in a number of areas & at several levels rather than one single explosion which may bring the resignation of the CEO [i.e. Pearse].’ Moreover, Purves added, he had ‘high hopes’ that Whitson and other IOs ‘will make a difference from within which is likely to be more lasting than from without’.13 The mood remained uneasy. ‘Waiting for the griffin [Midland’s corporate symbol] to pull its weight’ was the pointed title of a major article in the Financial Times in March, noting that Midland’s cost-income ratio remained obstinately high at 68.6 per cent; and it quoted John Bond (now London-based as Group chief executive), who not only intimated that the new owner’s patience would wear thin if Midland’s profits failed to improve markedly, but stressed that ‘the only thing you really have under your control at the moment is costs’.14 In April the strategic plan received board approval – including a 60 per cent target for the cost-income ratio, but by 1996.15

Six months later, on 10 October 1993, Purves moved his desk from Hong Kong to London, based in HSBC’s new headquarters at 10 Lower Thames Street, the ‘blue building’. At this point the expectation was that Sir Peter Walters would be stepping down as Midland’s chairman the following spring, with Pearse to succeed him; but in late November it was announced that Pearse would be leaving the Group at the end of March, with Whitson succeeding him as Midland’s chief executive – and Purves becoming Midland’s chairman.16

What had happened? Purves and Pearse undoubtedly had a considerable regard for each other, but to judge by their subsequent accounts, Purves felt that Pearse was too much the traditional British clearing banker and was also by his very presence acting as a magnet for disgruntled elements at Midland; while Pearse for his part was frustrated by the seeming unwillingness of Purves to take him fully into his confidence about the way ahead for Midland.17 It was a sad but perhaps, in the circumstances, unavoidable outcome. Ultimately, in the wake of the Marine Midland experience, Purves was always going to want to impose HSBC’s authority, as well as its way of doing things, sooner rather than later.

The new regime was duly in place by April 1994, with Purves and Whitson buttressed by other HSBC men in senior positions, including Richard Orgill as deputy chief executive, Bert McPhee in charge of credit and risk, and Barry Hine as head of human resources. Moreover, this juncture also saw the departure of Chris Wathen, managing director of branch banking and generally seen as one of Midland’s rising, home-grown stars. In a tart piece with the headline ‘Midland shanghaied’, the FT’s ‘Observer’ asserted that these changes ‘put an end to any suggestion that Midland “merged” with HSBC’. He went on in words that possibly struck chords in the City and beyond: ‘It was taken over by an autocratic outfit which is out to prove that it can run a UK clearing bank better than anybody else. We shall see.’18

Fourth to second

The proof of the pudding was as usual in the eating. The bare facts are that in June 1992 HSBC acquired a recovering but still weak bank – by some distance the weakest of the Big Four – and over the next five years turned it into a thriving, highly profitable business. The annual profits on ordinary activities before tax graphically tell the story:

1990

£23 million

1991

£46 million

1992

£204 million

1993

£844 million

1994

£905 million

1995

£998 million

1996

£1,272 million

1997

£1,625 million

Even allowing for the recovery of the British economy after the sharp downturn of the early 1990s, these were by any standard remarkable figures.19

How did this performance compare with Midland’s competitors? A helpful snapshot comes from an internal ‘Peer Group Analysis’ for the first half of 1997, which included not only Midland, Barclays, Lloyds TSB (created the previous year) and NatWest, but also Abbey National and Halifax, building societies that had recently become banks. In terms of pre-tax profits, Midland came third, but by two other key criteria – return on equity and return on assets – it was second. As for the never lightly disregarded cost-income ratio, it was second-best among the traditional clearers, down by this point to 55.8 per cent, but Abbey National and Halifax both enjoyed significantly lower ratios owing to the high proportion of their mortgage lending. Taking all yardsticks into account, Lloyds TSB, under the redoubtable leadership of Sir Brian Pitman, still remained the market leader among the Big Four, but Midland was probably in second place, narrowly ahead of Barclays, with NatWest (taken over three years later by Royal Bank of Scotland) starting to struggle.20

It took a while for the turn-round story to filter through. ‘We have achieved a hell of a lot with Midland over the past three years,’ Bond told the press in February 1996, announcing increased profits,21 but it was not until the results announcement of March 1997 that the plaudits started to come. ‘Midland is gaining market share without throwing money into overheads,’ commented Tempus in The Times,22 while in the FT the often hard-to-please Lex acknowledged that ‘Midland has substantially improved its cost/income ratio and taken market share’.23 Five months later, there was a signal moment when Moody’s raised Midland’s credit rating. ‘There has been a significant and sustainable improvement in Midland’s competitive position since its acquisition by HSBC,’ explained the agency, predicting that ‘Midland’s enhanced earnings capacity and moderate risk profile should leave it well-positioned to cope with a subsequent cyclical downturn, and to take advantage of opportunities in the competitive United Kingdom financial services markets’.24 In short, Midland was at long last back in the good place it had once taken for granted, and the reward would be continuing strong performance for HSBC’s UK operation in the late 1990s and into the 2000s.

A copybook operation: controlling costs

How had this been achieved? As with any business turn round, the short answer is that it was a combination of controlling costs and increasing income. It was an achievement that obviously owed much to Midland’s new masters, but at the same time it could not have been done without a significant contribution from Midland’s own people. A paper prepared in November 1994 by GHQ Planning ahead of a Group strategy offsite weekend included this very pertinent observation:

Impression is that, in Midland, regard for innovation so high that it overtook need for IT discipline and cost control. On the other hand, old HSBC concentrated on IT discipline and cost control, at expense of R&D expenditure. In this respect, merger was made in heaven: Midland’s tradition of innovation and HSBC’s tradition of cost-consciousness are ideal correctives for each other.25

History is invariably written by the victors, but in this case the occupied – or perhaps liberated – army deserves its share of the credit.

On the costs side, the crucial early decision was not to go down the obvious route of further rounds of major branch closures, which had seen Midland’s branch network reduced from almost 2,500 in 1980 to less than 1,750 by 1992.26 In effect, this was an acceptance of Pearse’s already well-established view that, at a point when the banking industry was probably more unpopular than at any time since the war, there was a better route. This, as he explained to the board in April 1993 while summarising his three-year strategic plan, would involve ‘significant investment of capital and human resources into more community-based relationship management and improved quality of service in order to create and sustain competitive advantage, higher customer value and profitability’.27 Significantly, an authoritative recent report by Boston Consulting Group had questioned the policy of the Big Four (including Midland until recently) of reducing their branch networks by more than 2,000 (or 18 per cent) over the previous decade, arguing instead that branch closure was ‘a red herring’ in terms of profit improvement and that it was ‘more important to re-engineer branches to deliver products and services at lower costs and to develop selling capabilities so as to maximise branch revenues’.28 Pearse’s policy (as far as one can tell, wholeheartedly endorsed by Purves, Bond and Whitson) now did much to give Midland its distinctiveness, as other banks pursued further large-scale branch-closure programmes in the mid-1990s, while Midland’s network remained stable at around 1,700. Accordingly, the head count stayed relatively constant: down from 61,000 in 1992 to 51,000 in 1993 (following the sale of Thomas Cook and the rationalisation of investment banking and related activities), but then holding pretty steady at 49,000 by 1997.29

Such an approach would not have been possible without a complementary strategy of removing from the branches those activities that did not need to be done there – activities that were not only costly in themselves, but took time away from serving customers. Two key prongs of this approach were the introduction of DSCs (District Service Centres) and CSCs (Customer Service Centres). The DSC programme was essentially about taking processing out of the branches, and the first phase had already been rolled out in 1990–91, covering all aspects of cheque and voucher processing. The second phase, covering customer instructions (e.g. statements, direct debits and electronic fund transfers) received by the branch, began in 1994 and was completed three years later. As for CSCs, which answered largely routine customer queries by telephone, four were established between 1995 and 1997, servicing all branches and making Midland the biggest centralised telephone banking service in the UK. These were not the only initiatives – Securities Processing Centres were rolled out between 1994 and 1996, while in 1997 there was the first Credit Control Unit – but between them they made a decisive if unglamorous difference in enabling significant economies of scale in Midland’s day-to-day operations.30

All these programmes depended on efficient, cost-effective IT, and in the immediate post-acquisition years HSBC’s John Strickland did much to ensure an increasing integration between Midland’s existing IT systems and those of the rest of the Group. Inevitably there were frustrations – ‘We have got to simplify the plethora of different systems we have at the moment,’ Whitson told The Times in May 199431 – but the comforting fact was that IT between 1992 and 1995 reduced annual recurrent expenditure in Midland by £60 million, from over 20 per cent of total costs to under 14 per cent.32 A further area of cost reductions was through synergies – partly in IT, but also through the post-acquisition mergers of Midland’s and HSBC’s respective treasury, investment banking, securities custody and insurance operations33 – while there was also the whole question of reducing management layers, especially given HSBC’s strong pre-acquisition perception that Midland was bureaucratic and unwieldy. In fact, plans for the integration of Midland’s retail and corporate sectors were already well under way by the time of the acquisition, and since these plans involved the elimination of a high-level tier of management, HSBC endorsed them willingly.34 That still left eight management tiers, and Whitson told the press in 1994 that he hoped to get them down to six or seven, adding: ‘We will make sure that management has more authority, more direct hands-on involvement.’35 It was not an easy task, but in due course he was able to remove a further layer by turning the divisional directors into business-getting area managers or, above them, divisional general managers.36 Crucial to the success of the whole challenging rationalisation process was Whitson’s awareness that clear career targets needed to be retained if it was going to work.

A copybook operation: growing the business

On the income side, the obvious strategic temptation was to acquire a building society. But in April 1994, after Lloyds had made an offer for the Cheltenham and Gloucester, Midland’s board ‘agreed that the bank should concentrate on the job in hand and not dissipate too much effort on other issues’, noting also that ‘the bank’s mortgage business was growing organically’, although it was still outside the top ten.37 In the context of the ongoing consolidation of the UK financial services market, it was not a policy that met with universal approval, with one banking analyst telling The Times in 1996 that the City was still waiting for Midland ‘to move from fix it to build it’ mode.38 But as the Daily Telegraph’s Questor put it the following year, given that Midland was achieving a ‘creditable’ return on equity of over 24 per cent, it was ‘understandably loath to pay over the odds for a building society’.39 And indeed, when in February 1998 the latest, very good results were revealed, Bond was able to reflect publicly how they ‘show it’s perfectly possible to grow a business satisfactorily in a mature market without having to make an acquisition’.40

Many elements contributed to this notable organic growth. These included, for example, not only the successful creation of HSBC Trade Services, with HSBC injecting into Midland its renowned trade finance knowledge and skills,41 but also a major push in relation to the big corporates, with Midland’s services now enhanced by a much-strengthened balance sheet and, crucially, a vastly superior treasury operation.42 However, there were three particularly important developments in these years: first, the cultivation of ‘community’ banking; second, an emphasis on more sharply focused, better-marketed products, now with additional financial muscle behind them; and third, the delivery of a generally enhanced quality of service.

‘At the core of the strategy is our intention to restore branch and area managers to a position at the heart of their communities,’ Pearse wrote in Banking World in August 1993,43 an approach that among other things involved putting 200 experienced managers back onto the frontline to rebuild traditional manager–customer relationships, which had suffered through a wave of early retirement of managers in the 1980s and in the period immediately before Pearse’s arrival.44 Originally proposed to Pearse in late 1991 by David Baker (in charge of retail banking), and implemented from September 1992,45 it was not a sentimental strategy – in January 1994 Chris Wathen (managing director of branch banking) reassured Whitson and others that ‘research showed that it is vitally important to have a banking relationship within the community’,46 and it was aimed principally at the small to medium-sized business market. ‘We need to be plugged into the communities we serve,’ an entirely convinced Whitson told staff soon afterwards, ‘so that we can talk intelligently to our customers about the issues which are of natural concern to them and to ourselves.’47

In 1995 the majority of the bank’s regional business banking centres were integrated into the branches, involving a further shift of seasoned managers into the branch network,48 while the following year the board, discussing the latest peer review, concluded that ‘differentiation was essential to continued success’ and noted with satisfaction that ‘Midland was placing more emphasis than some of its major competitors on the placement and retention of experienced managers in its branches’.49 Nor was ‘community banking’ confined to the branches: for example, Dyfrig John, a divisional general manager responsible for retail operations in Wales and the south-west, devoted huge amounts of time and energy to spreading the word about Midland’s renewed commitment to meeting the needs of local businesses and communities.50 Altogether, in the larger context in the mid-1990s of a palpable mood in Britain of turning away from the unfettered market and back towards ‘community’, culminating in the New Labour landslide in the general election of 1997, this was a brilliantly timed approach.

‘We have continued to simplify the range of products available to customers,’ declared the bank’s Annual Review for 1994,51 while two years later Midland Personal Financial Services responded to recent scandals in the life and pensions industry by rolling out a series of ‘Plain Facts’ brochures that, without recourse to jargon or hype, would enable customers to make more informed choices.52 Then in January 1997 came a major development with the launch of the new Midland Bank Account, which replaced customers’ existing current accounts. In marked contrast to the recent introduction by other banks of complex fee-based current accounts, this move accentuated simplicity and value for money, and included a £50 Buffer Zone to avoid penalising customers for slipping a few pounds into the red.53 Press and customer reaction was positive, there was a major advertising campaign, and by summer new accounts were running at over one-third higher than usual.54 There was also, in terms of products, not only some shrewd targeting (a special package for first-year students, for instance, saw Midland with the leading share of that market by 1996),55 but an increasingly relentless focus on cross-selling of insurance, pensions and other products not always associated with high street banks. ‘In our Operating and Strategic Plans we have targeted the need to increase the number of products cross-sold to mortgage and current account customers to five and three respectively,’ Whitson told staff in April 1995,56 and later that year the Midland section of the Group Operation Plan for 1996 noted that ‘cross-sales continue to improve’, including a significant contribution from the successful but not yet hugely profitable telephone banking operation, first direct.57 By June 1997, after a number of scandals, all sales forces had to meet minimum standards of competence in order to continue to sell regulated products, and soon afterwards it emerged that whereas some competitor banks had a failure rate of 20 to 30 per cent in their sales forces, the failure rate in Midland’s was a gratifyingly low 3 per cent.58

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Keeping it simple – introducing the new bank account, 1997.

The bank’s commitment to improving its quality of service was unambiguous – with Whitson flatly telling the press in 1994 that ‘if anybody in the bank does not like providing a service to the customer, they do not belong in a bank’59 – and this commitment also included attention to the physical environment. ‘Expenditure on the Branch Network has generally fallen behind that of the competition over recent years,’ noted a paper for the Group Executive Committee in May 1993;60 later that year, work began on what became a £250 million refurbishment programme,61 largely paid for by handsome dealing profits from the newly enlarged treasury operation in 1993.62 By the time of its completion in early 1996 it had covered virtually the entire network. Priorities for this investment included, according to one internal paper, ‘enhancing exteriors to remove a “fortress-like” appearance’, installing ‘a welcoming reception desk as the focal point for the branch’, and providing ‘suitable counselling facilities in both an open-plan and interview-room environment to support sales of a full range of products’.63 Inevitably a few branches were beyond refurbishment – such as the Central Croydon branch, a 1960s horror eventually demolished in late 199664 – but others now looked ahead boldly to the twenty-first century: a one-stop-banking pioneer (aimed at ensuring customers only had to queue once) opened in 1995 in Hucknall, Derbyshire,65 while in May 1997 Midland’s first in-store supermarket branch was launched at Morrisons in Bradford, prompting Paul Thurston (head of strategic development) to remark that ‘it’s like having a 600 square foot branch with a 70,000 square foot lobby filled with existing and potential customers’.66

There was more to improving customer service, though, than bricks and mortar or convenience of location. Through 1995 and 1996 each staff member had to attend for one day an ambitious, very effective training programme – ‘The Winning Team’ – which heightened a sense of the importance of service quality, internal communication and teamwork. Some 120 staff attended the first day (held, as with all the others, in the refitted George Street offices in London) on 16 January 1995, and Midland News published a sample of responses:

It opens your mind a bit to think about what you do on a day-to-day basis and how customers see us. It was very thought-provoking. Working in a group allows you to talk to other departments and understand how they work. (Iain Edwards, Welwyn Garden City branch)

It’s been good fun and useful to meet people from other parts of the bank.

The videos are excellent – situations you can identify with. (Jenny Jones, Littlehampton branch)

What stood out was the service recovery module – not only apologising, but helping and trying to resolve the problem. An apology is not enough. (Joan Wright, Waterlooville branch)

It’s more of a refresher course, it brings you back to basics. Be positive, open and honest and communicate. (Graham Marks, Holborn Circus branch)67

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Inside the new-look branch at Otley, West Yorkshire, updated during the refurbishment programme of the 1990s.

The concept of the course was hardly novel – ‘The Winning Team’ owed much to British Airways’ successful ‘Winners’ programme – but Midland was the first of the British banks to undertake such a programme.68 It seems to have made a difference: customer complaints during 1996 were running at around one-third fewer than in 1995, with a particularly sharp drop in such attitudinal areas as rudeness, discourtesy, complacency and indifference. ‘With so many competitors encroaching into our traditional markets,’ Whitson told staff in December 1996 as he revealed these figures, ‘it is service quality first and foremost which will differentiate us from the rest of the pack.’69

The HSBC infusion

Taking these early post-acquisition years as a whole, it would be wrong to suggest that, particularly at senior levels, there was no resentment among Midland people about the bank’s new owners. Deep down, and not always well disguised, the HSBC assumption was that it had bought a failing bank, while there persisted an understandable conviction that the ‘Hong Kong’ way of doing business was intrinsically superior to the ‘British’ way.70 ‘Midland found this strange,’ George Cardona wrote in late 1993 about bafflement at Poultry. ‘Had been used to lots of committees; were told they should end use of committees except where sanctioned from above.’ But further down the Midland hierarchy, things were significantly different. ‘New attitude; morale higher than for a very long time,’ found Cardona. ‘Lloyds intended to sack over 20,000; staff glad to be spared.’71 Or as Christine Fryer, sales and service manager for the Bootle area, told the house magazine at about the same time: ‘The bank’s staff now have confidence in the future. Their pride in Midland is being restored.’72 It no doubt helped that the acquisition had been very good for those with Midland share options, while it was reassuring to know that pensions would not be affected. Over the next few years the bank’s continuing turn round further improved morale, as did the enhanced physical environment in the branches; there was also a pervasive sense of new opportunities opening up, though the internal communications manager, Jonathon Wilde, would subsequently reflect that it took the branch network a long time to appreciate the implications of Midland now being part of a major international banking group.73 Still, a development that helped was in January 1996 when, following a 97 per cent vote in favour, Midland staff joined the Group’s profit-related pay scheme, just as Midland’s profits were poised to surge.74

Ultimately, the turn round could not have happened without a major infusion of HSBC’s distinctive culture – a culture embodied in the person of the hard-driving, wholly focused, sometimes abrasive Whitson. On becoming chief executive in April 1994, he set out in Midland News ‘a few fundamental rules’ which he tried to follow himself and which he hoped others would also adhere to:

Or, as he put it soon afterwards to Banking World concerning his management task: ‘Perhaps hardest of all, one has to be fairly intolerant to those who do not choose to be 100 per cent behind the corporate culture.’76 An important part of that culture was being ‘hands-on’, getting as close up as possible to problems and then pragmatically, unsentimentally sorting them out. When Chris Meares, an HSBC planner who helped Midland with its first post-acquisition plan, related to Cardona in February 1993 his impression that ‘Midland lacks hands-on management at the top’, this in the HSBC world-view was a damning indictment.77 It was not a charge that could have been levelled against one IO. ‘While discussing the internal appearance of branches, Keith Whitson referred to the plethora of display stands on the walls and on the floors of branches,’ recorded the board minutes in July 1994. ‘Some of them were untidy and of poor design. He strongly emphasised the need to keep a tight control on the spread of such items both in the interest of general appearance and, more importantly, to avoid wasteful expenditure.’78

One of Whitson’s last major acts as Midland’s chief executive was to oversee the phasing out in 1997–8 of the bank’s griffin symbol – part of the corporate identity since 1965 – and its replacement by HSBC’s red and white hexagon symbol. ‘The credibility and stability of the bank,’ he explained at the start of the process, ‘is now as good as it has ever been, which is due in no small measure to the financial security that being a member of the HSBC Group brings.’ Whitson added that ‘over the past four years we have revitalised the bank’ – and such was the self-evident truth of that assertion that there were few serious regrets, as instead a transformed organisation looked with justifiable confidence to the future.79