RBS 2012 Annual Report Download - page 306

304
Corporate governance continued
Board meetings
In 2012, nine Board meetings were scheduled and individual attendance
by directors at these meetings is shown in the following table. One of the
Board meetings took place overseas during the Board’s visit to the
Group’s US businesses.
In addition to the nine scheduled meetings, 28 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 2012
Attended/
scheduled
Sandy Crombie 9/9
Alison Davis 9/9
Tony Di Iorio 9/9
Philip Hampton 9/9
Stephen Hester 9/9
Penny Hughes 9/9
Joe MacHale 9/9
Brendan Nelson 9/9
Baroness Noakes 9/9
Art Ryan (1) 6/9
Philip Scott 9/9
Bruce Van Saun 9/9
Former director
John McFarlane (2) 2/2
Notes:
(1) Unable to attend a number of Board meetings during 2012 due to family illness.
(2) Retired from the Board on 31 March 2012.
Principal activities of the Board during 2012
In advance of each Board meeting, the directors were supplied with
comprehensive papers in hard copy and/or electronic form.
At each Board meeting, the Chairman provided a verbal update on his
activities and external engagement and the Group Chief Executive
provided a written report on business activities. The Board’s key priorities
during 2012 have been conduct risk and culture, regulatory developments
and investigations and the continued delivery of the Group’s Strategic
Plan. The directors received reports on the Group’s financial
performance, capital, funding and liquidity positions and risk management
together with regular reports on strategy, risk appetite, litigation and
treating customers fairly. Specific strategy sessions were held in January,
April and June. Other matters considered by the Board during 2012
included the Independent Commission on Banking reports, Recovery and
Resolution Planning and Technology. Strategy, capital, funding and risk
are expected to remain key areas of focus for the Board during 2013.
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 2012, the Board received in-depth presentations from
Direct Line Group, Wealth, Global Restructuring Group, UK Corporate,
Non-Core, Ulster Bank Group, RBS Citizens Financial Group, UK Retail,
Markets and International Banking. 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.
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 298 to 301.
The terms of reference of the undernoted committees, together with the
Group Nominations Committee and Group Sustainability Committee, are
available on the Group’s website www.rbs.com and copies are available
on request from RBS Secretariat.
The Board committees are discussed in their individual reports:
Group Audit Committee - pages 309 to 315.
Board Risk Committee - pages 316 to 319.
Group Performance and Remuneration Committee - pages 320 to 340.
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 has a comprehensive induction programme for new directors that
is kept under review by the Group Secretary. 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. Each induction programme includes a mandatory
element which comprises 12 meetings, visits and sessions. The
remainder of the induction programme is tailored to the new director’s
specific requirements and includes meetings with key executives and
their teams and visits to divisions, businesses and Group functions, both
in the UK and overseas.
As part of their ongoing professional development, directors are advised
of appropriate external training and professional development
opportunities and undertake the training and professional development
they consider necessary to assist them to carry out their duties as
directors. Internal training is also provided, tailored to the business of the
Group. Continuing professional development logs are maintained by the
Group Secretary and are reviewed regularly with directors to ensure
training and development opportunities are tailored to individual directors’
requirements.