RBS 2010 Annual Report Download - page 259

Chairman and non-executive directors
Under the Articles of Association of the company, directors must stand for re-election by shareholders at least once every three years. However, in
accordance with the provisions of the UK Corporate Governance Code, all directors of the company will stand for re-election by shareholders at the
company’s 2011 Annual General Meeting and annually thereafter. The original dates of appointment as directors of the company for the Chairman and
non-executive directors’ and the dates for next re-election are as follows:
Date first appointed
Date for election o
r
next re-election
Philip Hampton 19 January 2009 2011
Colin Buchan (1) 1 June 2002 2011
Sandy Crombie 1 June 2009 2011
Penny Hughes 1January 2010 2011
Joe MacHale 1September 2004 2011
John McFarlane 1October 2008 2011
Brendan Nelson 1April 2010 2011
Art Ryan 1October 2008 2011
Philip Scott 1November 2009 2011
Note:
(1) Colin Buchan will stand down as a non-executive director of the Group on 5 August 2011 following the announcement of the Group’s interim results, having served just over nine years on the Board.
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. Brendan Nelson, Philip Scott and Penny Hughes'
letters of engagement specifically state that their time commitment should
be in line with the Walker Review in respect of their general Board duties
and additional time as necessary in respect of Committee duties,
including in particular any Committees which they chair.
No compensation would be paid to any non-executive director in the
event of termination of appointment.
Philip Hampton is entitled to receive a cash payment in lieu of notice if his
appointment is terminated as a result of the Group's majority shareholder
seeking to effect the termination of his appointment. The applicable
notice period is twelve 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 twelve months' fees.
257RBS Group 2010
Governance