RBS 2008 Annual Report Download - page 152

151RBS Group Annual Report and Accounts 2008
cumulative preference shares present in person or by proxy and entitled
to vote shall have four votes for every share held. The Notice of the
Annual General Meeting specifies the deadlines for exercising voting
rights and appointing a proxy or proxies to vote in relation to resolutions
to be passed at the meeting.
The cumulative preference shares represent less than 0.01% of the total
voting rights of the company, the remainder being represented by the
ordinary shares.
There are no restrictions on the transfer of ordinary shares in the
company other than certain restrictions which may from time to time be
imposed by laws and regulations (for example, insider trading laws).
Pursuant to the Listing Rules of the Financial Services Authority, certain
employees of the company require the approval of the company to deal
in the company’s shares.
A number of the company’s share plans include restrictions on transfers
of shares while the shares are subject to the plans, in particular the
Employee Share Ownership Plan.
The rights and obligations of holders of non-cumulative preference
shares are set out in Note 27 on the accounts on pages 242 to 244.
The company is not aware of any agreements between shareholders
that may result in restrictions on the transfer of securities and/or voting
rights. There are no persons holding securities carrying special rights
with regard to control of the company.
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 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, The
Royal Bank of Scotland Group plc 2007 US Employee Share Trust and
The Royal Bank of Scotland plc 1992 Employee Share Trust hold shares
on behalf of the Group’s employee 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 in respect of
their shareholdings for the company in a takeover bid situation.
The rules governing the appointment of directors are set out in
Corporate governance on page 153. 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 146 and 147.
Gordon Pell, Guy Whittaker, Colin Buchan, Archie Hunter and Joe
MacHale served throughout the year and to the date of signing of the
financial statements.
Stephen Hester, John McFarlane and Arthur 'Art' Ryan were appointed
as directors on 1 October 2008.
Johnny Cameron ceased to be a director on 13 October 2008.
Sir Fred Goodwin and Mark Fisher ceased to be directors on 21
November 2008.
Larry Fish ceased to be a director on 31 December 2008.
Sir Tom McKillop ceased to be Chairman on 3 February 2009.
Philip Hampton was appointed as a director and Chairman-designate
on 19 January 2009 and as Chairman on 3 February 2009.
Jim Currie, Bill Friedrich, Bud Koch, Janis Kong, Sir Steve Robson, Bob
Scott and Peter Sutherland ceased to be directors on 6 February 2009.
Philip Hampton, Stephen Hester, John McFarlane and Arthur ‘Art’ Ryan
will retire and offer themselves for election at the forthcoming Annual
General Meeting. Details of the service agreement for Stephen Hester
are set out on page 161. No other director seeking election has a
service agreement.
Directors’ interests
The interests of the directors in the shares of the company at 31
December 2008 are shown on page 169. None of the directors held an
interest in the loan capital of the company or in the shares or loan
capital of any of the subsidiary undertakings of the company, during
the period from 1 January 2008 to 25 February 2009.
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.
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 ought to have taken as a
director to make himself 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.