RBS 2004 Annual Report Download - page 124

122
Corporate governance
Remuneration Committee
All members of the Remuneration Committee are independent
non-executive directors. The Remuneration Committee has
three meetings each year.
The Remuneration Committee is responsible for assisting the
Board in discharging its responsibilities and making all relevant
disclosures in relation to the formulation and review of the
Group’s executive remuneration policy. The Remuneration
Committee makes recommendations to the Board on the
remuneration arrangements for its executive directors and the
Chairman. The Directors’ Remuneration Report is contained
on pages 124 to 133.
Responsibility for determining the remuneration of executive
directors has not been delegated to the Remuneration
Committee, and in that sense the provisions of the Code have
not been complied with. The Board as a whole reserves the
authority to make the final determination of the remuneration of
directors as it considers that this two stage process allows
greater consideration and evaluation and is consistent with the
unitary nature of the Board. No director is involved in decisions
regarding his or her own remuneration.
Nominations Committee
The Nominations Committee comprises independent non-
executive directors, under the chairmanship of the Chairman of
the Board. The Nomination Committee meets as required.
The Nominations Committee is responsible for assisting the
Board in the formal selection and appointment of directors. It
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.
In addition, the Nominations Committee considers succession
planning for the Chairman, Group Chief Executive and non-
executive directors. The Nominations Committee takes into
account the knowledge, mix of skills, experience and networks
of contacts which will be needed on the Board in the future.
The Chairman, Group Chief Executive and non-executive directors
meet to consider executive succession planning. No director is
involved in decisions regarding his or her own succession.
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 2004 10 5 4 1
Number of meetings
attended in 2004
Sir George Mathewson 10 – – 1
Lord Vallance 10 – – –
Sir Angus Grossart 9 – – –
Sir Fred Goodwin 10 – – –
Mr Botin*** 3 – – –
Mr Buchan 10 5 4 –
Dr Currie 10 – 4 –
Mr Fish 7 – – –
Mr Hunter* 4 1 – –
Mr Inciarte*** 5 – – –
Mr Koch* 4 – – –
Mr MacHale* 4 1 – –
Miss Mackay 10 5 4 –
Mr McLuskie** 6 – – –
Mr Pell 9 – – –
Mr Robertson 10 – – –
Sir Steve Robson 10 4 - -
Mr Scott 10 – 4 1
Mr Sutherland 10 – – 1
Mr Watt 10 – – –
* Mr Hunter and Mr MacHale were appointed to the Board and
the Audit Committee on 1 September 2004. Mr Koch was
appointed to the Board on 29 September 2004.
** Mr McLuskie retired from the Board on 23 August 2004.
***Mr Botin and Mr Inciarte resigned from the Board on 12
November 2004, the effective date of the acquisition of Abbey
National plc by Banco Santander Central Hispano SA. They
did not attend any Board meetings from June 2004 during the
relevant public offer period.
Corporate governance continued