RBS 2009 Annual Report Download - page 218

RBS Group Annual Report and Accounts 2009216
Corporate governance continued
Board Committees
In order to provide effective oversight and leadership, the Board has
established a number of Board Committees with particular
responsibilities. The Committee chairmanship and membership are
reviewed on a regular basis. The names and biographies of all Board
Committee members are set out on pages 8 to 11.
In accordance with the recommendations of the Walker review, the
company has established a Board Risk Committee to advise the Board
on risk issues.
The terms of reference of the undernoted committees are available on
the Group’s website (www.rbs.com) and copies are available on request.
Audit Committee
All members of the Audit Committee are independent non-executive
directors. The Audit Committee holds six scheduled meetings each year.
In 2009, the Audit Committee held four additional meetings. The Audit
Committee’s report is set out on pages 219 to 221. The Audit Committee
is responsible for assisting the Board in carrying out its responsibilities
relating to accounting policies, internal control and financial reporting.
Remuneration Committee
The Remuneration Committee is comprised of independent non-
executive directors. The Remuneration Committee holds at least four
scheduled meetings each year. The Remuneration Committee held an
additional 16 meetings in 2009. The Remuneration Committee is
responsible for the overview of the Group’s policy on remuneration, as
well as considering executive remuneration and, as required, making
recommendations to the Group Board in respect of the remuneration
arrangements of the executive directors. It is also responsible for setting
the remuneration arrangements of the Executive Committee and
Management Committee and any employees falling within the definition
of principle 8 of the FSA Code on Remuneration.
The Directors’ remuneration report is contained on pages 225 to 236.
Board Risk Committee
The Board Risk Committee is comprised of at least three independent
non-executive directors, one of whom is the Chairman of the Audit
Committee. A minimum of six meetings will be held each year. The
Board Risk Committee is responsible for providing oversight and advice
to the Board in relation to current and potential future risk exposures of
the Group and future risk strategy, promoting a risk awareness culture
within the Group, reporting to the Board, as well as identifying any
matters within its remit in respect of which it considers that action or
improvement is needed and making recommendations as to the steps to
be taken. The Board Risk Committee’s report is set out on page 222.
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 having regard to the
overall balance of skills, knowledge and experience on the Board. The
committee engages with external consultants, 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.
Group Corporate Sustainability Committee
The Group Corporate Sustainability Committee is chaired by the Senior
Independent Director and attended by the Group Chairman and
members of the Group executive and senior management. It reports
into the Board and is responsible for setting and reviewing the Group’s
overall sustainability strategy, values and policies. It receives reports
from the Environment Working Group and other relevant internal
programmes.