RBS 2011 Annual Report Download - page 261

RBS Group 2011 259
Board meetings
In 2011, nine Board meetings were scheduled and individual attendance
by directors at these meetings is shown in the following table. Two of the
Board meetings took place overseas during Board visits to the
Netherlands in May 2011 and the United States in September 2011.
In addition to the nine scheduled meetings, 24 additional meetings of the
Board and Committees of the Board were held, including meetings to
consider and approve financial statements. The Chairman and the non-
executive directors meet at least once per year without executive
directors present.
Total number of Board meetings in 2011
Attended/
scheduled
Sandy Crombie 9/9
Alison Davis (1) 4/4
Tony Di Iorio (2) 3/3
Philip Hampton 9/9
Stephen Hester 9/9
Penny Hughes 9/9
Joe MacHale 9/9
John McFarlane 8/9
Brendan Nelson 9/9
Baroness Noakes (1) 4/4
Art Ryan 9/9
Philip Scott 9/9
Bruce Van Saun 9/9
Former director
Colin Buchan (3) 6/6
Notes:
(1) Joined the Board on 1 August 2011.
(2) Joined the Board on 1 September 2011.
(3) Retired from the Board on 5 August 2011.
Principal activities of the Board during 2011
In advance of each Board meeting, the directors were supplied with
comprehensive papers in hard copy and electronic form.
At each Board meeting, the Chairman provided a verbal update and the
Group Chief Executive provided a written report on business activities.
The directors also received reports on the Group’s financial performance,
capital, funding and liquidity position, risk management and government
lending commitments together with regular reports on strategy, risk
appetite, litigation and treating customers fairly. Specific strategy
sessions and updates were considered in June, August and December.
Members of the executive management team attend and make regular
presentations at meetings of the Board to give the directors greater
insight into the business areas.
An annual programme of divisional presentations is agreed by the Board
each year. During 2011, the Board received in-depth presentations from
Global Transaction Services, Non-Core division, Global Banking &
Markets, RBS Insurance, Citizens, UK Retail and Ulster Bank. These
presentations enhance the Board’s knowledge of the Group’s key
divisions and afford directors the opportunity for discussion and debate
with divisional senior management. Other key areas of focus for the
Board during 2011 included the Independent Commission on Banking
reports, Recovery and Resolution Planning and other regulatory reports
and updates and these will continue to be key areas of focus for the
Board during 2012.
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 253 to 256.
The terms of reference of the undernoted committees are available on
the Group’s website www.rbs.com and copies are available on request.
The Board Committees are discussed in their individual reports:
Group Audit Committee - pages 263 to 267
Board Risk Committee - pages 268 to 271
Group Remuneration Committee - pages 272 to 293
Information, induction and professional development
All directors receive accurate, timely and clear information on all relevant
matters. All directors also have access to the advice and services of the
Group Secretary who is responsible to the Board for ensuring that Board
procedures are followed and for advising on all governance matters. In
addition, all directors are able, if necessary, to obtain independent
professional advice at the company’s expense.
In line with the recommendations of the Walker Review of Governance in
Banks and Financial Institutions (the Walker Review) and the Code, the
Group Secretary has reviewed the induction programme for new
directors. Each new director receives a formal induction on joining the
Board, including visits to the Group’s major divisions and meetings with
directors and senior management and key stakeholders. The induction is
tailored to the director’s specific requirements.
Drawing on the previous experiences of the new directors appointed to
the Group Board in 2011, the Group Secretary created tailored induction
programmes for each of Alison Davis, Baroness Noakes and Tony Di
Iorio which were designed to give them an in-depth insight into the range
of businesses of the Group. Each induction programme included a
mandatory element which comprised 12 meetings, visits and sessions.
The remainder of the induction programme included in excess of 30
meetings with key executives and their teams, stakeholders and visits to
divisions, businesses and Group Functions, both in the UK and overseas.