RBS 2011 Annual Report Download - page 292

290 RBS Group 2011
Chairman and non-executive directors
Information regarding the terms of appointment for the Chairman and
non-executive directors is shown below.
Re-election
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 Code, all directors of the company
will stand for annual re-election by shareholders at the company’s Annual
General Meetings.
Letter of engagement
The non-executive directors do not have service contracts or notice
periods although they have letters of engagement reflecting their
responsibilities and commitments.
Time commitments
Letters of engagement make clear to non-executive directors the time
commitment they are expected to give to their Board duties. Since 2010,
non-executive directors letters of engagement specifically state that their
time commitment should be in line with the Walker Review of corporate
governance of banks and other financial institutions in respect of their
general Board duties. Additional time will be spent as necessary in
respect of Committee duties, including in particular any Committees
which they chair.
Termination
No compensation would be paid to any non-executive director in the
event of termination of appointment.
Arrangements for the Group Chairman
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.
Fees for non-executive directors
The table below sets out the remuneration structure for non-executive
directors for the year ended 31 December 2011. The Senior Independent
Director and Chairs of the Board Committees receive a composite fee
and therefore do not receive additional fees for membership of any other
committees or the Group Board.
Chairman’s fee £750,000
Senior Independent Director (composite fee) £150,000
Chairman of Group Audit Committee, Board Risk Committee or Group Remuneration Committee (composite fee) £150,000
Non-executive director Group Board fee £72,500
Membership of Group Audit Committee, Board Risk Committee or Group Remuneration Committee fee £25,000
Membership of Nominations Committee fee £5,500
No director received any expense allowances chargeable to UK income tax or compensation for loss of office/termination payment. The non-executive
directors did not receive any bonus payments or benefits.
Directors’ remuneration report continued