RBS 2008 Annual Report Download - page 164

163RBS Group Annual Report and Accounts 2008
Chairman and non-executive directors
The original dates of appointment as directors of the company and the dates for the Chairman and non-executive directors next election or re-election
are as follows:
Date for election
Date first appointed or next re-election
Philip Hampton 19 January 2009 2009
Mr Buchan 1 June 2002 2011
Mr Hunter 1 September 2004 2010
Mr MacHale 1 September 2004 2010
Mr McFarlane 1 October 2008 2009
Mr Ryan 1 October 2008 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.
In the event that Stephen Hester’s employment is terminated by the
company (other than by reason of his personal underperformance), the
following will apply. First Mr Hester will be entitled to receive a payment
in lieu of notice to the value of base salary, bonus and benefits
(including pension contributions). Secondly, any share awards granted
to him to replace bonus and share awards he forfeited on leaving The
British Land Company PLC will vest immediately on such termination.
If Mr Hester’s employment is terminated by reason of his personal
underperformance, the company is entitled to terminate by giving
written notice with immediate effect and without making any payment in
lieu thereof and Mr Hester will forfeit any unvested stock awards. If he
resigns voluntarily and the company does not require him to work out
his notice period, Mr Hester may receive a payment in lieu of notice
based on salary only (i.e. no bonus or benefits) and he will also forfeit
any unvested stock awards.
Gordon Pell is a member of The Royal Bank of Scotland Group Pension
Fund (the RBS Fund) and is contractually entitled to receive all pension
benefits in accordance with its terms. The RBS Fund rules allow all
members, including executive directors, 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 provision for an
undiscounted pension on early retirement at employer request will not
apply to any executive director appointed in the future. The RBS Fund is
closed to employees, including any executive directors, joining the
Group after 30 September 2006.
Under the company’s Articles of Association, all directors must resign
and seek re-election by shareholders at least every three years. The
dates in the table above reflect the latest date for election or re-election.
The non-executive directors do not have service contracts or notice
periods although they have letters of engagement reflecting their
responsibilities and commitments. No compensation would be paid to
any non-executive director in the event of termination.
The Chairman, Philip Hampton, will be entitled to receive a payment in
lieu of notice if his appointment is terminated by the Group other than
by reason of his personal underperformance. This payment will be
based on a notice period of 24 months initially, reducing on a daily
basis so that from the first anniversary of his appointment his notice
period is 12 months.