RBS 2009 Annual Report Download - page 219

217RBS Group Annual Report and Accounts 2009
Governance
Meetings
The number of scheduled meetings of the Board and the Audit,
Remuneration and Nominations Committees and individual attendance
of these scheduled meetings by members in 2009 is shown below.
In addition to scheduled meetings, 39 ad-hoc meetings of the Board
and Committees of the Board were held during 2009, many of which
related to the Second Placing and Open Offer, and the Group’s
participation in the Asset Protection Scheme. There were also four
additional meetings of the Group Audit Committee during the year held
to consider the Group Interim Management Statements and accession
to the Asset Protection Scheme. There were 16 additional meetings of
the Remuneration Committee during 2009, reflecting the increased
focus on remuneration, introduction of the FSA Code, senior recruitment
and the development of the new deferral plan and long-term incentive
plans.
Board Audit Remuneration Nominations*
Total number of scheduled
meetings in 2009 10 6 4 —
Number of meetings
attended in 2009:
Philip Hampton (1, 2) 10 — 3 3
Stephen Hester 10 — — —
Colin Buchan (1) 9543
Sandy Crombie (3) 3— 1 2
Penny Hughes (4) ————
Archie Hunter (5) 10 6 — 5
Joe MacHale (1) 10 6 — 3
John McFarlane (1,6) 10 — 3 3
Gordon Pell 10 — — —
Art Ryan (1) 10 — — 3
Philip Scott (7) 1———
Bruce Van Saun (8) 3———
Former directors
Sir Tom McKillop (9) 1— 12
Guy Whittaker (10) 8———
Dr Currie (11) 2— 1—
Bill Friedrich (11) 21——
Bud Koch (11) 2———
Janis Kong (11) 2— 1—
Sir Steve Robson (11) 21——
Bob Scott (11) 2— 12
Peter Sutherland (11) 2— 12
* Meetings not scheduled, but held as required
Notes:
(1) Became a member of the Nominations Committee on 6 February 2009.
(2) Ceased to be a member of the Remuneration Committee on 4 August 2009.
(3) Appointed as a director on 1 June 2009. Became a member of the Remuneration
Committee on 4 August 2009.
(4) Appointed as a director on 1 January 2010.
(5) Was a member of the Nominations Committee throughout 2009.
(6) Became a member of the Remuneration Committee on 6 February 2009.
(7) Appointed as a director on 1 November 2009.
(8) Appointed as a director on 1 October 2009.
(9) Ceased to be a director on 3 February 2009.
(10) Ceased to be a director on 30 September 2009.
(11) Ceased to be a director on 6 February 2009.
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, Nominations and Board Risk 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 Investor Relations programme:
•The Group Chief Executive meets regularly with UKFI, the
organisation set up to manage the Government's investments in
financial institutions, to discuss the strategy and financials of the
Group. He also undertakes an annual programme of meetings with
the company’s largest institutional shareholders, as does the Group
Finance Director.
•The Chairman independently meets with the Group’s largest
institutional shareholders annually to hear their feedback on
management, strategy, business performance and corporate
governance.
•The Senior Independent Director joined the Group in June 2009 and
will be available if any shareholder has concerns that they feel are
not being addressed through the normal channels.
Throughout the year, the Chairman, Group Chief Executive and Group
Finance Director communicate shareholder feedback to the Board and
the directors receive independent analyst notes and a monthly report
reviewing share price movements and the Group’s performance against
the sector. Detailed market and shareholder feedback is also provided
to the Board after major public announcements such as earnings
releases.
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.