RBS 2008 Annual Report Download - page 156

155RBS Group Annual Report and Accounts 2008
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. The committee engages
with external consultants, 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 in 2008 is shown below.
Board Audit Remuneration Nominations
Total number of
meetings in 2008 9635
Number of meetings
attended in 2008:
Sir Tom McKillop (1) 9— 35
Sir Fred Goodwin (2) 8———
Mr Buchan 862—
Mr Cameron (3) 7———
Dr Currie (4) 9— 3—
Mr Fish 8———
Mr Fisher (2) 6———
Mr Friedrich (4) 96——
Mr Hester (5) 3———
Mr Hunter 96—5
Mr Koch (4) 9———
Mrs Kong (4) 9— 3—
Mr MacHale 96——
Mr McFarlane (5) 3———
Mr Pell 9———
Sir Steve Robson (4) 76——
Mr Ryan (5) 3———
Mr Scott (4) 9— 33
Mr Sutherland (4) 7— 34
Mr Whittaker 9———
Notes:
(1) Sir Tom McKillop ceased to be a director on 3 February 2009.
(2) Sir Fred Goodwin and Mark Fisher ceased to be directors on 21 November 2008.
(3) Johnny Cameron ceased to be a director on 13 October 2008.
(4) Jim Currie, Bill Friedrich, Bud Koch, Janis Kong, Sir Steve Robson, Bob Scott and Peter
Sutherland ceased to be directors on 6 February 2009.
(5) Stephen Hester, John McFarlane and Arthur 'Art' Ryan were appointed as directors on
1 October 2008.
Relations with shareholders
The company communicates with shareholders through the Annual
Report and Accounts 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 primarily by letter, telephone or email via the
Group’s website (www.rbs.com/ir).
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 at least once every
12 months to discuss issues such as strategy, business performance
and corporate governance. During the year, the directors received
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 credit ratings is provided. Detailed market and
shareholder feedback is provided to the Board after results and other
market announcements. The senior independent director was available
throughout 2008 to shareholders should they have considered their
concerns were not being 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.
The Chairman, Group Chief Executive and Group Finance Director
communicate shareholder views to the Board as a whole.
The Board commissions a survey of investor perceptions periodically.
The survey is undertaken on behalf of the Board by independent
consultants and the outcomes of the study are considered by the
Board.