RBS 2007 Annual Report Download - page 111

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RBS Group • Annual Report and Accounts 2007
Governance
Chairman and non-executive directors
The original date of appointment as a director of the company and the latest date for the next re-election are as follows:
Latest date for
Date first appointed next re-election
Sir Tom McKillop 1 September 2005 2009
Mr Buchan 1 June 2002 2009
Dr Currie 28 November 2001 2008
Mr Friedrich 1 March 2006 2009
Mr Hunter 1 September 2004 2010
Mr Koch 29 September 2004 2010
Mrs Kong 1 January 2006 2009
Mr MacHale 1 September 2004 2010
Sir Steve Robson 25 July 2001 2008
Mr Scott 31 January 2001 2009
Mr Sutherland 31 January 2001 2009
Except as noted below, in the event of severance where any
contractual notice period is not worked, the employing
company may pay a sum to the executive in lieu of this period
of notice. Any such payment would, at maximum, comprise
base salary and a cash value in respect of fixed benefits
(including pension plan contributions). In the event of
situations involving breach of the employing company’s
policies resulting in dismissal, reduced or no payments may be
made to the executive. Depending on the circumstances of the
termination of employment, the executive may be entitled, or
the Remuneration Committee may exercise its discretion to
allow, the executive to exercise outstanding awards under long-
term incentive arrangements subject to the rules of the
relevant plan. All UK based directors, with the exception of
Guy Whittaker, are members of The Royal Bank of Scotland
Group Pension Fund (‘the RBS Fund’) and are contractually
entitled to receive all pension benefits in accordance with its
terms. The RBS Fund rules allow all members who retire early
at the request of their employer to receive a pension based on
accrued service with no discount applied for early retirement.
The Remuneration Committee has reviewed this provision of
the RBS Fund, which applies equally to executive directors and
other employees. The Remuneration Committee concluded that
a change to the terms of the RBS Fund in respect of early
retirement at the company’s request would not be a cost
effective route to take at this time. The RBS Fund is closed to
employees, including any executive directors, joining the
Group after 30 September 2006.
The non-executive directors do not have service contracts or
notice periods although they have letters of engagement
reflecting their responsibilities and commitments. Under the
company’s Articles of Association, all directors must retire by
rotation and seek re-election by shareholders at least every
three years. The dates in the table above reflect the latest date
for re-election. However, in 2008, at least one-third of the Board
will retire by rotation as required by the company’s Articles of
Association. No compensation would be paid to the Chairman
or to any non-executive director in the event of early
termination.