RBS 2005 Annual Report Download - page 113

section
02
Governance
111
Report of the directors
Annual Report and Accounts 2005
Directors
The names and brief biographical details of the directors are
shown on page 109. All directors, except:
•Sir Angus Grossart, Lord Vallance and Iain Robertson, who
retired from the Board on 20 April 2005, and Eileen Mackay,
who retired from the Board on 31 December 2005,
•Sir Tom McKillop, who was appointed to the Board on
1 September 2005, Janis Kong, who was appointed to the
Board on 1 January 2006, and Guy Whittaker, who was
appointed to the Board on 1 February 2006, and
•Fred Watt, who resigned from the Board on 31 January 2006,
served throughout the year and to the date of signing of the
financial statements.
Sir Tom McKillop, Colin Buchan, Janis Kong, Bob Scott, Peter
Sutherland and Guy Whittaker will retire and offer themselves
for election or re-election at the company’s Annual General
Meeting. Bill Friedrich, Johnny Cameron and Mark Fisher have
been appointed as directors with effect from 1 March 2006
and will also offer themselves for election at the company’s
Annual General Meeting.
Details of the service agreement for Guy Whittaker are set out
on page 125. Johnny Cameron has a service agreement with
The Royal Bank of Scotland plc dated 29 March 1998 which
may be terminated by Mr Cameron giving six months notice to
the Royal Bank and by the Royal Bank giving 12 months notice
to Mr Cameron. Mark Fisher has a service agreement with The
Royal Bank of Scotland plc dated 3 May 2000 which may be
terminated by either party giving six months notice to the other.
No other director seeking election or re-election has a service
agreement.
Sir George Mathewson will retire as Chairman of the Board
with effect from the conclusion of the Annual General Meeting
on 28 April 2006. The Group has secured his continued
employment to serve in an advisory role to the Group. Sir Tom
McKillop will succeed Sir George as Chairman.
Directors’ interests
The interests of the directors in the shares of the company at
31 December 2005 are shown on page 130. None of the
directors held an interest in the loan capital of the company or
in the shares and loan capital of any of the subsidiary
undertakings of the company, during the period from 1 January
2005 to 27 February 2006.
Employee proposition
The Group recognises that staff performance is central to the
successful delivery of its overall business strategy. Accordingly,
the Group focuses on maintaining an employee proposition
that attracts, engages and retains the best available talent.
Employee recruitment
Utilising a wide range of recruitment channels, including an
open internal jobs market, talent forums and detailed
succession planning, the Group ensures that the recruitment
and development of employees is closely aligned to
organisational requirements. A strong standing as an employer
of choice prompts applications from hundreds of thousands of
potential candidates each year. Similarly, all vacancies are
displayed internally and RBS employees can apply for any role.
The Group retains a high profile as a graduate recruiter,
providing a wide range of development programmes. In 2005,
more than 14,000 graduates applied for over 230 places
with the Group. The Group also received the Association of
Graduate Recruiters Award for delivering the ‘Best Integrated
Marketing Recruitment Campaign’ targeted at graduates.
Shareholdings
As at 27 February 2006, the company had been notified of the following interests in its shares, in accordance with section 198 of the
Companies Act 1985:
Number of shares % held Number of shares % held
Ordinary shares: 51⁄2% cumulative preference shares:
Legal & General Group plc 98,761,695 3.40 Commercial Union Assurance plc 91,429 22.86
Barclays PLC 126,816,644 3.97 Mr P. S. and Mrs J. Allen 86,999 21.75
The Capital Group of Companies, Inc 95,578,555 3.01 Bassett-Patrick Securities Limited* 46,255 11.56
11% cumulative preference shares: E M Behrens Charitable Trust 20,000 5.00
Guardian Royal Exchange Mrs Gina Wild 19,800 4.95
Assurance plc 129,830 25.97 Trustees of The Stephen Cockburn
Windsor Life Assurance Limited Pension Scheme 19,879 4.97
Company Limited 51,510 10.30 Miss Elizabeth Hill 16,124 4.03
Mr S. J. and Mrs J. A. Cockburn 30,810 6.16 Mr W. T. Hardison Jr. 13,532 3.38
Cleaning Tokens Limited 25,500 5.10 Ms C. L. Allen 13,200 3.30
Ms J. C. Allen 12,750 3.18
* Notification has been received on behalf of Mr A. W. R. Medlock and Mrs H. M. Medlock that they each have an interest in the
holding of 51⁄2% cumulative preference shares registered in the name of Bassett-Patrick Securities Limited noted above and that
there are further holdings of 5,300 and 5,000 shares, respectively, of that class registered in each of their names.