RBS 2010 Annual Report Download - page 235

Anumber of the company’s share plans include restrictions on transfers
of shares while shares are subject to the plans or the terms under which
the shares were awarded.
The rights and obligations of holders of non-cumulative preference
shares are set out in Note 29 on the accounts.
Except in relation to the Dividend Access Share, the company is not
aware of any agreements between shareholders that may result in
restrictions on the transfer of securities and/or voting rights. There are no
persons holding securities carrying special rights with regard to control of
the company.
Under the rules of certain employee share plans, eligible employees are
entitled to acquire shares in the company, and shares are held in trust for
participants by The Royal Bank and Ulster Bank Dublin Trust Company
as Trustees. Voting rights are exercised by the Trustees on receipt of
participants’ instructions. If a participant does not submit an instruction to
the Trustee no vote is registered.
The Royal Bank of Scotland plc 1992 Employee Share Trust, The Royal
Bank of Scotland Group plc 2001 Employee Share Trust and The Royal
Bank of Scotland Group plc 2007 US Employee Share Trust hold shares
on behalf of the Group’s employee share plans. The voting rights are
exercisable by the Trustees, however, in accordance with investor
protection guidelines, the Trustees abstain from voting. The Trustees
would take independent advice before accepting any offer in respect of
their shareholdings for the company in a takeover bid situation.
Awards granted under the company’s employee share plans may be met
through a combination of newly issued shares and shares acquired in the
market by the company’s employee benefit trusts.
Achange 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. 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 226 and 227.
Colin Buchan, Sandy Crombie, Philip Hampton, Stephen Hester, Penny
Hughes, Joe MacHale, John McFarlane, Art Ryan, Philip Scott and Bruce
Van Saun all served throughout the year and to the date of signing of the
financial statements.
Gordon Pell retired as an executive director on 31 March 2010.
Brendan Nelson was appointed as a non-executive director on 1 April
2010.
Archie Hunter retired as a non-executive director on 28 April 2010.
All directors of the company will stand for re-election by shareholders at
the 2011 Annual General Meeting and annually thereafter. Colin Buchan
will stand down as a non-executive director on 5 August 2011 following
the announcement of the Group’s interim results, having served just over
nine years on the Board.
Group General Counsel and Group Secretary
Miller McLean retired as Group General Counsel and Group Secretary on
30 April 2010. He was succeeded by Chris Campbell as Group General
Counsel and Aileen Taylor as Group Secretary.
Directors’ interests
The interests of the directors in the shares of the company at 31
December 2010 are shown on page 264. 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 2010 to 23 February 2011.
Directors’ indemnities
In terms of section 236 of the Companies Act 2006 (the “Companies Act”),
Qualifying Third Party Indemnity Provisions have been issued by the
company to directors, members of the Group’s Executive and
Management Committees and FSA Approved Persons.
In terms of section 236 of the Companies Act, Qualifying Pension
Scheme Indemnity Provisions have been issued to all trustees of the
Group’s pension schemes.
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.
Shareholdings
The table below shows shareholders that have notified the Group that
they hold more than 3% of the total voting rights of the company at 31
December 2010.
Solicitor For The Affairs of Her Majesty’s Treasury as
Nominee for Her Majesty’s Treasury Number of shares % held
Ordinary shares 39,644,835,194 67.8
Bshares (non-voting) 51,000,000,000 100.0
233RBS Group 2010
Governance