RBS 2009 Annual Report Download - page 214

RBS Group Annual Report and Accounts 2009212
Report of the directors continued
The rules governing the appointment of directors are set out in the
Corporate governance section on page 215. 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 8 and 9.
Colin Buchan, Stephen Hester, Archie Hunter, Joe MacHale and Gordon
Pell served throughout the year and to the date of signing of the
financial statements.
Philip Hampton was appointed as a director and Chairman-designate
on 19 January 2009 and as Chairman on 3 February 2009.
Sir Tom McKillop ceased to be Chairman on 3 February 2009.
Jim Currie, Bill Friedrich, Bud Koch, Janis Kong, Sir Steve Robson, Bob
Scott and Peter Sutherland all ceased to be directors on 6 February
2009.
Sandy Crombie was appointed as Senior Independent Director on
1 June 2009.
Guy Whittaker ceased to be a director on 30 September 2009.
Bruce Van Saun was appointed as a director on 1 October 2009.
Philip Scott was appointed as a director on 1 November 2009.
Penny Hughes was appointed as a director on 1 January 2010.
Gordon Pell will retire from the Board on 31 March 2010.
Sandy Crombie, Penny Hughes, Philip Scott and Bruce Van Saun, all of
whom have been appointed since the 2009 Annual General Meeting, will
offer themselves for election at the forthcoming Annual General Meeting.
In addition, Philip Hampton and Joe MacHale will retire and offer
themselves for re-election at the Annual General Meeting.
Archie Hunter, who has served as a director since September 2004 and
chairman of the Group Audit Committee since April 2005, will retire from
the Board at the end of his existing term at the conclusion of the Group’s
Annual General Meeting in April 2010.
The appointment of a successor to Archie Hunter as chairman of the
Group Audit Committee is well advanced and is subject to final
regulatory approval. An announcement will be made in due course.
Group General Counsel and Group Secretary
Miller McLean will retire as Group General Counsel and Group
Secretary on 30 April 2010, after 40 years with the Group.
Directors’ interests
The interests of the directors in the shares of the company at
31 December 2009 are shown on page 237. 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 2009 to 24 February 2010.
Directors’ indemnities
In terms of section 236 of the Companies Act 2006, Qualifying Third
Party Indemnity Provisions have been issued by the company to
directors, members of the Executive and Management Committees of
the Group and FSA Approved Persons.
In terms of section 236 of the Companies Act 2006, Qualifying Pension
Scheme Indemnity Provisions have been issued to all pension trustees
of the Group’s pension schemes during 2009.
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 418 of the Companies Act 2006.
Post balance sheet events
There have been no significant events between the year end and the
date of approval of these accounts which would require a change to or
disclosure in the accounts.