RBS 2006 Annual Report Download - page 107
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Please find page 107 of the 2006 RBS annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.RBS Group • Annual Report and Accounts 2006
106
Report of the directors continued
Governance
Ordinary share capital
During the year ended 31 December 2006, the company
purchased for cancellation 54.4 million of its ordinary shares
at a total cost of £1 billion. These repurchases represented
1.7% of the issued ordinary share capital of the company at
31 December 2006.
During the year, the ordinary share capital was increased by
7.5 million ordinary shares allotted as a result of the exercise
of options under the company’s executive and sharesave
schemes, 0.3 million ordinary shares allotted in respect of the
exercise of options under the NatWest executive scheme
which had been exchanged for options over the company’s
ordinary shares following the acquisition of NatWest in 2000
and 2.2 million ordinary shares allotted under the company’s
employee share ownership plan.
Details of the authorised and issued ordinary share capital at
31 December 2006 are shown in Note 30 on the accounts.
Preference share capital
Details of issues and redemptions of preference shares during
the year and the authorised and issued preference share capital
at 31 December 2006 are shown in Note 30 on the accounts.
Authority to repurchase shares
At the Annual General Meeting in 2006, shareholders renewed
the authority for the company to make market purchases
of up to 319,778,520 ordinary shares. As at 28 February 2007
(the latest practical date prior to printing of this report) the
company had an unexpired authority to repurchase further
shares up to a maximum of 265,384,899 ordinary shares of
25p. Shareholders will be asked to renew this authority at the
Annual General Meeting in April 2007.
Bonus issue
Shareholders will be asked to vote at the Annual General Meeting
on a proposal for the capitalisation of part of the company’s
share premium account, resulting in the issue of up to 6.4 billion
new ordinary shares of 25p each, details of which are set out
in the letter to shareholders.
Directors
The names and brief biographical details of the directors are
shown on pages 102 and 103. All directors, except:
•Fred Watt, who resigned from the Board on 31 January 2006,
•Guy Whittaker, who was appointed to the Board on 1
February 2006,
•Johnny Cameron, Mark Fisher and Bill Friedrich, who were
appointed to the Board on 1 March 2006, and
•Sir George Mathewson, who retired from the Board on
28 April 2006,
served throughout the year and to the date of signing of the
financial statements.
Lawrence Fish, Sir Fred Goodwin, Archie Hunter, Bud Koch,
Joe MacHale and Gordon Pell will retire and offer themselves
for re-election at the company’s Annual General Meeting.
Details of the service agreements for Lawrence Fish, Sir Fred
Goodwin and Gordon Pell are set out on pages 117 and 118.
No other director seeking election or re-election has a service
agreement.
Directors’ interests
The interests of the directors in the shares of the company at
31 December 2006 are shown on page 125. 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
2006 to 28 February 2007.
Directors' indemnities
In terms of section 309C of the Companies Act 1985 (as
amended), the directors of the company, members of the
Group Executive Management Committee and Approved
Persons of the Group (under the Financial Services and
Markets Act 2000) have been granted Qualifying Third Party
Indemnity Provisions by the company.
Directors' disclosure to auditors:
Each of the directors at the date of approval of this report
confirms that:
(a) so far as the director is aware, there is no relevant audit
information of which the company’s auditors are unaware;
and
(b) the director has taken all the steps that he/she ought to
have taken as a director to make himself/herself aware of
any relevant audit information and to establish that the
company’s auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 234ZA of the
Companies Act 1985.