RBS 2009 Annual Report Download - page 233

231RBS Group Annual Report and Accounts 2009
Governance
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 2010 (1)
Colin Buchan 1 June 2002 2011
Sandy Crombie 1 June 2009 2010
Penny Hughes 1 January 2010 2010
Archie Hunter 1 September 2004 2010 (2)
Joe MacHale 1 September 2004 2010
John McFarlane 1 October 2008 2012
Art Ryan 1 October 2008 2012
Philip Scott 1 November 2009 2010
Note:
(1) In accordance with the Walker review recommendations and with effect from the 2010 Annual General Meeting the Chairman will propose himself for re-election annually.
(2) Will not seek re-election at the 2010 Annual General Meeting.
Under the company’s Articles of Association, all directors must retire
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. These letters make clear to non-
executive directors the time commitment they are expected to give to
their Board duties. Philip Scott’s and Penny Hughes’ letters clearly state
that the time commitment should be in line with the Walker review. No
compensation would be paid to any non-executive director in the event
of termination.
Philip Hampton is entitled to receive a cash payment in lieu of notice if
his appointment is terminated as result of the Group’s majority
shareholder seeking to effect the termination of his appointment. The
applicable notice period is 12 months. In the event that the company
terminates Philip Hampton’s appointment without good reason, or his re-
election is not approved by shareholders in General Meeting resulting in
the termination of his appointment, he will be entitled to receive a cash
payment in lieu of notice of 12 months’ fees.