RBS 2003 Annual Report Download - page 122

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Nominations Committee
The Nominations Committee comprises independent non-
executive directors, under the chairmanship of the Chairman.
The Nominations Committee is responsible for assisting the
Board in the formal selection and appointment of directors and
considers succession planning for the Board. It also considers
potential candidates and recommends appointments of new
directors to the Board. The appointments are based on merit
and against objective criteria including the time available, and
commitment which will be required of, the potential director.
The Board is aware of the other commitments of its directors
and is satisfied that these do not conflict with their duties as non-
executive directors of the company.
Meetings
The number of meetings of the Board and the Audit,
Remuneration and Nominations Committees and individual
attendance by members is shown below.
Board Audit Remuneration Nominations
Total number of meetings
in 2003 86 3 2
Number of meetings
attended in 2003
Sir George Mathewson 8 – – 2
Sir Iain Vallance 8 – – 2
Sir Angus Grossart 8 – – 2
Mr Fred Goodwin 8 – – –
Mr Emilio Botin 4 – – –
Mr Colin Buchan 7 6 1* –
Mr Jim Currie 7 – 3 –
Mr Lawrence Fish 5 – – –
Mr Juan Inciarte 8 – – –
Miss Eileen Mackay 8 6 3 –
Mr Norman McLuskie 8 – – –
Mr Gordon Pell 8 – – –
Mr Iain Robertson 8 – – –
Sir Steve Robson 8 6 - -
Mr Bob Scott 8 – 3 1
Mr Peter Sutherland 6 – – –
Mr Fred Watt 8 – – –
Mr Bill Wilson 6 6 2 1
*Mr Buchan was appointed to the Remuneration Committee on 29 October 2003
Relations with shareholders
The company communicates with shareholders through the
annual report and by providing information in advance of the
annual general meeting. Individual shareholders can raise
matters relating to their shareholdings and the business of the
Group at any time. Furthermore, shareholders are given the
opportunity to ask questions at the annual general meeting or
submit written questions in advance. The chairmen of the
Audit, Remuneration and Nominations Committees are
available to answer questions at the annual general meeting.
The Board is proactive in obtaining an understanding of
shareholder preferences and all directors receive regular
reports. Communication with the company’s largest institutional
shareholders is undertaken as part of the company’s investor
relations programme. The mechanisms used to communicate
with shareholders were considered as part of the Board
evaluation and will be reviewed annually.
The Chairman and Group Chief Executive and, if appropriate,
the senior independent director communicate shareholder
views to the Board as a whole. In addition, the senior
independent director will attend the results presentations.
The terms of reference of the Audit, Remuneration and
Nominations Committees and the standard terms and conditions
of the appointment of non-executive directors are available on
the Group’s website (www.rbs.co.uk) and copies are available
on request.
Corporate governance continued
Corporate governance