RBS 2011 Annual Report Download - page 303

RBS Group 2011 301
Additional information
Where not provided elsewhere in the Report of the directors, the following
additional information is required to be disclosed by Part 6 of Schedule 7
to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008.
The rights and obligations attaching to the company’s ordinary shares
and preference shares are set out in the company’s Articles of
Association, copies of which can be obtained from Companies House in
the UK or can be found on the Group’s website www.rbs.com.
On a show of hands at a general meeting of the company every holder of
ordinary shares and cumulative preference shares present in person or
by proxy and entitled to vote shall have one vote. On a poll, every holder
of ordinary shares present in person or by proxy and entitled to vote shall
have one vote for every share held. On a poll, holders of cumulative
preference shares present in person or by proxy and entitled to vote shall
have four votes for every share held. The voting rights of holders of non-
cumulative preference shares are set out in Note 27 on the consolidated
accounts. The notices of Annual General Meetings and General Meetings
specify the deadlines for exercising voting rights and appointing a proxy
or proxies to vote in relation to resolutions to be passed at the meeting.
The cumulative preference shares represent less than 0.01% and the
non-cumulative preference shares represent less than 0.73% of the total
voting rights of the company respectively, the remainder being
represented by the ordinary shares.
There are no restrictions on the transfer of ordinary shares in the
company other than certain restrictions which may from time to time be
imposed by laws and regulations (for example, insider trading laws).
Pursuant to the Listing Rules of the FSA, certain employees of the
company require the approval of the company to deal in the company’s
shares.
The rules governing the powers of directors, including in relation to
issuing or buying back shares and their appointment are set out in the
company’s Articles of Association. It will be proposed at the 2012 Annual
General Meeting that the directors be granted authorities to allot shares
under the Companies Act 2006. The company’s Articles of Association
may only be amended by a special resolution at a general meeting of
shareholders.
Anumber of the company’s share plans include restrictions on transfers
of shares while shares are subject to the plans or the terms under which
the shares were awarded.
The rights and obligations of holders of non-cumulative preference
shares are set out in Note 27 on the consolidated accounts.
Except in relation to the Dividend Access Share, the company is not
aware of any agreements between shareholders that may result in
restrictions on the transfer of securities and/or voting rights. There are no
persons holding securities carrying special rights with regard to control of
the company.
Under the rules of certain employee share plans, eligible employees are
entitled to acquire shares in the company, and shares are held in trust for
participants by The Royal Bank and Ulster Bank Dublin Trust Company
as Trustees. Voting rights are exercised by the Trustees on receipt of
participants’ instructions. If a participant does not submit an instruction to
the Trustee no vote is registered.
The Royal Bank of Scotland plc 1992 Employee Share Trust, The Royal
Bank of Scotland Group plc 2001 Employee Share Trust and The Royal
Bank of Scotland Group plc 2007 US Employee Share Trust hold shares
on behalf of the Group’s employee share plans. The voting rights are
exercisable by the Trustees, however, in accordance with investor
protection guidelines, the Trustees abstain from voting. The Trustees
would take independent advice before accepting any offer in respect of
their shareholdings for the company in a takeover bid situation.
Awards granted under the company’s employee share plans may be met
through a combination of newly issued shares and shares acquired in the
market by the company’s employee benefit trusts.
Achange of control of the company following a takeover bid may cause a
number of agreements to which the company is party to take effect, alter
or terminate. All of the company’s employee share plans contain
provisions relating to a change of control. Outstanding awards and
options may vest and become exercisable on change of control, subject
where appropriate to the satisfaction of any performance conditions at
that time and pro-rating of awards. In the context of the company as a
whole, these agreements are not considered to be significant.
Directors
The names and brief biographical details of the directors are shown on
pages 253 to 256.
Sandy Crombie, Philip Hampton, Stephen Hester, Penny Hughes, Joe
MacHale, John McFarlane, Brendan Nelson, Art Ryan, Philip Scott and
Bruce Van Saun all served throughout the year and to the date of signing
of the financial statements.
Alison Davis and Baroness Noakes were appointed as non-executive
directors on 1 August 2011. Tony Di Iorio was appointed as a non-
executive director on 1 September 2011. Colin Buchan retired as a non-
executive director on 5 August 2011, having served just over nine years
on the Board. John McFarlane will step down from the Board on 31
March 2012.
All directors of the company stand for re-election annually and, with the
exception of John McFarlane, all directors will stand for election or re-
election by shareholders at the Annual General Meeting in 2012.