RBS 2007 Annual Report Download - page 103

RBS Group • Annual Report and Accounts 2007 101
Governance
Audit Committee
All members of the Audit Committee are independent non-
executive directors. The Audit Committee holds at least five
meetings each year. The Audit Committee’s report is set out
on pages 103 and 104.
Remuneration Committee
The members of the Remuneration Committee comprise
independent non-executive directors, together with the
Chairman of the Board. The Remuneration Committee holds
at least 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 the executive directors and the
Chairman. The Directors’ Remuneration Report is contained
on pages 105 to 114.
Responsibility for determining the remuneration of executive
directors has not been delegated to the Remuneration
Committee, and in that respect 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 Nominations 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 against objective criteria, including the time available of
the potential director and the commitment which will be
required.
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 are anticipated to 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.
Meetings
The number of scheduled 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 2007 9 6 3 2
Number of meetings
attended in 2007
Sir Tom McKillop 9 — 3 2
Sir Fred Goodwin 9 — — —
Mr Buchan 8 6 3 —
Mr Cameron 8 — — —
Dr Currie 9 — 3 —
Mr Fish 9 — — —
Mr Fisher 9 — — —
Mr Friedrich 9 6 — —
Mr Hunter 9 6 — 2
Mr Koch 9 — — —
Mrs Kong 9 — 3 —
Mr MacHale 9 6 — —
Mr Pell 9 — — —
Sir Steve Robson 9 5 — —
Mr Scott 9 — 3 2
Mr Sutherland 8 — 3 1
Mr Whittaker 9 — — —
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 throughout the year. 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.
Communication with the company’s largest institutional
shareholders is undertaken as part of the company’s investor
relations programme. The Chairman meets with the Group’s
top 20 investors once every 12 to 18 months to receive their
feedback on issues such as strategy, business performance
and corporate governance. During the year, the directors
received copies of analysts’ reports and a monthly report from
the Group’s investor relations department which includes an
analysis of share price movements, the Group’s performance
against the sector, and key broker comments. In addition,
information on major investor relations activities and changes
to external ratings is provided. The senior independent director
would be available to shareholders if concerns could not be
addressed through the normal channels. The arrangements
used to ensure that directors develop an understanding of the
views of major shareholders are considered as part of the
annual Board performance evaluation.