RBS 2011 Annual Report Download - page 263

RBS Group 2011 261
Group Nominations Committee
Role of the Group Nominations Committee
The Group Nominations Committee is responsible for:
xreviewing the structure, size and composition of the Board and
making recommendations to the Board on any appropriate changes;
xassisting the Board in the formal selection and appointment of
directors (executive and non-executive) having regard to the overall
balance of skills, knowledge, experience and diversity on the Board;
xreviewing membership and chairmanship of Group Board
Committees;
xconsidering succession planning for the Chairman and the 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;
and
xmaking recommendations to the Board concerning the re-election by
shareholders of directors under the provisions of the Code. In so
doing, they will have due regard to their performance and ability to
continue to contribute to the Board in light of the knowledge, skills
and experience required and the need for progressive refreshing of
the Board.
The terms of reference of the Group Nominations Committee are
available on the Group’s website www.rbs.com.
The Group Nominations Committee engages with external consultants,
considers potential candidates and recommends appointments of new
directors to the Board.
Membership of the Group Nominations Committee
All non-executive directors are members of the Group Nominations
Committee which is chaired by the Chairman of the Group. The Group
Chief Executive is invited to attend meetings. The Group Nominations
Committee holds at least two scheduled meetings per year, and also
meets on an ad hoc basis as required. In 2011, five meetings of the
Group Nominations Committee were held. The Chairman and members
of the Committee during 2011, together with their attendance at meetings
in 2011, is shown below.
Total number of meetings in 2011
Attended/
scheduled
Philip Hampton (Chairman) 5/5
Sandy Crombie 5/5
Penny Hughes 4/5
Joe MacHale 5/5
John McFarlane 5/5
Brendan Nelson 5/5
Art Ryan 5/5
Philip Scott 5/5
Former member
Colin Buchan (1) 5/5
Note:
(1) Retired from the Board on 5 August 2011.
The table below sets out the tenure of non-executive directors.
Principal activity of the Group Nominations Committee during 2011
Appointment of new non-executive directors
During 2011, the Group Nominations Committee focussed on changes to
the Board’s composition and succession planning for the executive
directors.
The Group Nominations Committee reviewed the structure, size and
composition of the Board and agreed that the composition of the Board
could be enhanced with the recruitment of candidates with financial
services expertise and experience of European and regulatory issues. It
was also agreed that non-UK based candidates should be considered,
ideally from the US or Europe. It was recognised that investment banking
as well as governmental experience would be useful.
To ensure the Group had access to a wide pool of suitable candidates,
the Chairman and Group Secretary contacted two executive search firms
with a role profile and a description of the skills required to enhance the
Board composition. The Chairman considered a number of candidates
before submitting several shortlists to the Group Nominations Committee
for consideration. Following discussion, it was agreed that the
combination of skills, knowledge and experience of Alison Davis,
Baroness Noakes and Tony Di Iorio would enhance the composition of
the Board.
Board and Committee membership
When considering the appointment of Alison Davis, Baroness Noakes
and Tony Di Iorio, and the retirement of Colin Buchan, the Group
Nominations Committee also reviewed the membership of the Group
Board Committees. Based on the expertise of the incoming non-
executive directors, the Group Nominations Committee agreed to
strengthen the Group Board Committees with additional members.
Tenure of non-executive directors
0
10
20
30
40
50
60
0-2 years 2-4 years 4+ years
Length of service
Percentage of non-
executive directors
4+ years2-4 years0-2 years
0
10
20
30
40
50
60
Tenure of non-executive directors
Length of service
Percentage of non-executive directors