RBS 2012 Annual Report Download - page 298

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Letter from the Chairman continued
Board and Committee Membership
We have had a period of stability recently in terms of Board membership
and this has provided valuable continuity during a very busy year. John
McFarlane stepped down from the Board in March 2012 and the
experience and knowledge that he brought to the Board and the Group
Performance and Remuneration Committee were greatly appreciated.
Some changes were made during the year to the composition of Board
committees. Baroness Noakes joined the Board Risk Committee, Art
Ryan joined the Group Performance and Remuneration Committee and
Alison Davis became a member of the Group Sustainability Committee.
These committees have benefitted from the skills and experience of
these directors.
Whilst no new directors were appointed in 2012, the composition of the
Board has been kept under review by the Group Nominations Committee
during the year and we will continue to ensure that there is an appropriate
balance of skills, experience and knowledge on the Board. The Board
operates a formal boardroom diversity policy which aims to promote
diversity in the composition of the Board. Under this policy, all Board
appointments will be made on the basis of individual competence, skills
and expertise measured against identified objective criteria and we
already meet the target of 25 per cent female board representation.
Further details on the boardroom diversity policy can be found on page
307.
Leadership and Board Effectiveness
As Chairman, I am responsible for ensuring we have an effective Board
and for leading the Board. I am supported by the Group Nominations
Committee in reviewing Board composition and the recruitment of new
directors and by the Group Secretary on induction, continuing
professional development, Board process (including information flows)
and evaluation.
In leading the Board, I need to ensure that directors develop a good
understanding of the Group’s business and can support the executive
team in delivering the Group’s Strategic Plan. Directors’ knowledge is
enhanced through site visits, in-depth board presentations and, for new
directors, their induction programme. I actively encourage a culture and
environment in the boardroom that facilitates debate and where non-
executive directors are able to provide constructive challenge to
management.
We conduct an annual evaluation of the effectiveness of the Board and
this year’s evaluation was facilitated externally. I also evaluate the
individual performance of each of the non-executive directors and all
directors stand for re-election annually. This year’s evaluation has
concluded that the Board is operating effectively and has suggested
some further improvements that could be made to the operation of the
Board and we will be acting upon these suggestions during 2013. Further
details on performance evaluation are set out on page 305.
Finally, I would like to thank both the executive and non-executive
directors for their outstanding commitment and their contributions to the
Board and committees in 2012.
Philip Hampton
Chairman of the Board of directors
27 February 2013