UBS Group AG
Group Controller and Chief Accounting Officer
Ms. Cecilia Blye, Chief
Office of Global Security Risk
Securities and Exchange Commission
100 F Street, NE
Washington DC 20549-1090
Re: UBS Group AG
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed March 15, 2019
File Nos. 1-36764 and 1-15060
September 17, 2019
Dear Ms. Blye,
We respectively submit a response to your letter dated September 3, 2019 from the staff of the Securities and Exchange Commission relating to Form 20-F for the Fiscal Year Ended December 31, 2018, filed March 15, 2019.
1. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan since our 2016 review, including contacts with those countries' governments, whether through subsidiaries, affiliates, or other direct or indirect arrangements. As you are aware, Syria and Sudan are designated by the
U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and/or export controls. Your Form 20-F does not provide disclosure about those countries.
UBS has no past, current, or anticipated contact with the Subject Countries, either directly or through subsidiaries, affiliates, customers or direct or indirect arrangements, apart from those that may be licensed or otherwise permitted by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") as set forth below in response to SEC Question 2.
UBS Group AG and UBS AG ("UBS" or the "Bank") do not have a subsidiary or affiliate, employees, or other physical presence in either Syria or Sudan (the "Subject Countries"). UBS maintains a Group Sanctions Policy (the "Policy") that prohibits transactions involving Syria and transactions involving the Government of Sudan. Pursuant to the Policy, UBS restricts dealings with clients where the Bank could provide benefit to the foregoing. UBS's know-your-customer policies also require that additional inquiries be made where there are indications that a client has dealings in or with a sanctioned country or government. The Bank's systems and controls are designed to prevent
transactions involving the Subject Countries and sanctioned parties. Additionally, the Bank performs periodic reviews of our clients to ensure that any new potential risks are identified and promptly addressed. These systems, controls, and reviews are subject to regular audit and testing.
2. Please discuss the materiality of any contacts with Syria and Sudan in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of any revenues, assets and liabilities associated with those countries for the last three fiscal years and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with state sponsors of terrorism.
We do not believe that any activities involving the Subject Countries, individually or in the aggregate, constitute a material risk to our security holders. UBS has no relationships with the governments, state-owned enterprises, or banks of the Subject Countries. UBS AG and UBS Switzerland AG hold a small number of legacy private accounts for persons domiciled in Syria with whom it transacts in accordance with a specific OFAC license. Sudan is no longer subject to comprehensive U.S. sanctions and accordingly the Bank’s small number of relationships with those domiciled in Sudan (e.g. international organization employees on mission) do not require OFAC general or specific licensing.
Below is information concerning UBS's global exposure to Sudan and Syria. We consider our exposure to these Subject Countries to be immaterial relative to our overall business and in compliance with sanctions requirements as explained in the paragraph above:
With respect to various US state divestment laws or similar initiatives that require divestment from, or reporting of interests in, companies that do business with state sponsors of terrorism, we believe that our Group Sanctions Policy and relevant systems and controls are appropriately designed to comply with US sanctions globally and thus prevent the underlying activity that would trigger concerns from a divestment perspective.
We appreciate the opportunity to provide you with this additional information. If you wish to discuss any of our responses or require further information, please do not hesitate to contact Todd Tuckner at +1 203-719-0381 (email@example.com).
UBS Group AG
/s/ Kirt Gardner /s/ Todd Tuckner
Kirt Gardner Todd Tuckner
Group Chief Financial Officer Group Controller and Chief Accounting Officer