RBS 2007 Annual Report Download - page 99

97
RBS Group • Annual Report and Accounts 2007
Governance
Under the rules of certain employee share plans, eligible
employees are entitled to acquire shares in the company, and
shares are held in trust for participants by The Royal Bank of
Scotland and Ulster Bank Dublin Trust Company as Trustees.
Voting rights are exercised by the Trustees on receipt of
participants’ instructions. If a participant does not submit an
instruction to the Trustee no vote is registered.
The Royal Bank of Scotland Group plc 2001 Employee Share
Trust and The Royal Bank of Scotland plc 1992 Employee
Share Trust are used to hold shares on behalf of the Group’s
executive share plans. The voting rights are exercisable by the
Trustees, however, in accordance with investor protection
guidelines, the Trustees abstain from voting. The Trustees
would take independent advice before accepting any offer for
the company in a takeover bid situation.
The rules governing the appointment of directors is set out in
the Corporate Governance Report on page 99. The company’s
Articles of Association may only be amended by a special
resolution at a general meeting of shareholders.
A change of control of the company following a takeover bid
may cause a number of agreements to which the company is
party to take effect, alter or terminate. In addition, a number of
executive directors' service agreements may be affected on a
change of control. All of the company’s employee share plans
contain provisions relating to a change of control. Outstanding
awards and options may vest and become exercisable on
change of control, subject where appropriate to the satisfaction
of any performance conditions at that time and pro-rating of
awards. In the context of the company as a whole, these
agreements are not considered to be significant.
Directors
The names and brief biographical details of the directors are
shown on pages 92 and 93. All directors served throughout the
year and to the date of signing of the financial statements.
Larry Fish became non-executive Chairman, RBS America and
Citizens Financial Group, Inc. with effect from 1 January 2008.
On 1 May 2008, he will become a non-executive director of the
company and will continue in the role of non-executive
Chairman, RBS America and Citizens Financial Group, Inc.
Colin Buchan, Jim Currie, Janis Kong, Sir Tom McKillop, Sir
Steve Robson and Guy Whittaker will retire and offer
themselves for re-election at the company’s Annual General
Meeting on 23 April 2008.
Details of the service agreement for Guy Whittaker are set out
on pages 108 and 109. 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 2007 are shown on page 115. 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 2007 to 27 February 2008.
Directors' indemnities
In terms of section 236 of the Companies Act 2006, 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.
In terms of section 236 of the Companies Act 2006, Qualifying
Pension Scheme Indemnity Provisions (‘QPSIP’) have been
issued by the company to a number of pension
trustees/directors of in-house corporate trustees of the
Group’s pension schemes. The intention is to issue QPSIPs to
all pension trustees of the Group’s pension schemes during
2008.
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.