RBS 2010 Annual Report Download - page 239

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 226 and 227.
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
The Audit Committee is comprised of at least three independent non-
executive directors. The Audit Committee held seven scheduled meetings
in 2010.
The Audit Committee is responsible for assisting the Board in discharging
its responsibilities in relation to the disclosure of the financial affairs of the
Group. The Audit Committee reviews the accounting policies, financial
reporting and regulatory compliance practices of the Group, the Group’s
system and standards of internal controls, monitors the Group’s
processes for internal audit and external audit and reviews the practices
of the Divisional Risk and Audit Committees. The Audit Committee report
is set out on pages 240 to 243.
Board Risk Committee
The Board Risk Committee is comprised of at least three independent
non-executive directors. The Board Risk Committee held six scheduled
meetings and three additional meetings in 2010.
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, including
determination of risk appetite and tolerance. The Board Risk Committee
report is set out on pages 244 and 245.
Remuneration Committee
The Remuneration Committee is comprised of at least three independent
non-executive directors. The Remuneration Committee held nine
scheduled meetings and six additional meetings in 2010.
The Remuneration Committee is responsible for the overview of the
Groups remuneration policy and remuneration governance framework,
ensuring that remuneration arrangements are consistent with and
promote effective risk management. The committee also makes
recommendations to the Board on the remuneration arrangements for
executive directors.
The Remuneration Report, including a letter from the Chair of the
Remuneration Committee, is set out on pages 246 to 263.
Nominations Committee
All non-executive directors are members of the Nominations Committee
which is chaired by the Chairman of the Group. The Group Chief
Executive is invited to attend meetings. The Nominations Committee
holds at least two scheduled meetings per year, and also meets on an ad
hoc basis as required.
The Nominations Committee is responsible for:
xassisting the Board in the formal selection and appointment of
directors having regard to the overall balance of skills, knowledge,
experience and diversity on the Board;
xreviewing the structure, size and composition of the Board and
making recommendations to the Board on any appropriate changes;
xreviewing membership and Chairmanship of Group Board
Committees; and
xconsidering succession planning for the Chairman, Group Chief
Executive and non-executive directors, taking into account the skills
and expertise which will be needed on the Board in the future. No
director is involved in decisions regarding his or her own succession.
The Nominations Committee engages with external consultants,
considers potential candidates and recommends appointments of new
directors to the Board.
Group Sustainability Committee
The Group Sustainability Committee (GSC) was established in 2009 and
is chaired by the Senior Independent Director. The GSC is responsible
for reviewing the Group’s overall sustainability strategy, values and
policies and aligning the Group’s approach to social, environmental and
ethical issues. All key business areas are represented on the GSC and it
is attended by the Group Chairman. For more information on the
governance framework which supports the GSC see page 44.
Further details of the Group’s sustainability policies are available on
www.rbs.com/sustainability and in the Annual Sustainability Report.
237RBS Group 2010
Governance