RBS 2012 Annual Report Download - page 308

306
Corporate governance continued
Individual director and Chairman effectiveness reviews
The Chairman met with each director individually to discuss their own
performance and ongoing professional development and also shared
peer feedback that had been provided as part of the evaluation process.
Separately, IDDAS Limited sought feedback on the Chairman’s
performance and prepared the Chairman’s development report. The
Senior Independent Director also canvassed the views on the Chairman’s
performance from the non-executive directors collectively. The results of
the Chairman’s effectiveness review were then discussed by the
Chairman and the Senior Independent Director.
Group Nominations Committee
Role of the Group Nominations Committee
The Group Nominations Committee is responsible for:
x reviewing the structure, size and composition of the Board and
making recommendations to the Board on any appropriate changes;
x assisting 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;
x reviewing membership and chairmanship of Board committees;
x considering 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
x making 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 Group Nominations Committee engages with external consultants,
considers potential candidates and recommends appointments of new
directors to the Board. The terms of reference of the Group Nominations
Committee are available on the Group’s website www.rbs.com
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 2012, four meetings of the
Group Nominations Committee were held.
The Chairman and members of the Committee during 2012, together with
their attendance at meetings in 2012, is shown below.
Total number of meetings in 2012
Attended/
scheduled
Philip Hampton (Chairman) 4/4
Sandy Crombie 4/4
Alison Davis 4/4
Tony Di lorio 4/4
Penny Hughes 4/4
Joe MacHale 4/4
Brendan Nelson 4/4
Baroness Noakes 4/4
Art Ryan (1) 3/4
Philip Scott 4/4
Former member
John McFarlane (2) 1/1
Notes:
(1) Unable to attend one Committee meeting during 2012 due to family illness.
(2) Retired from the Board on 31 March 2012.
The table below sets out the tenure of non-executive directors.
Principal activity of the Group Nominations Committee during 2012
Consideration of new non-executive directors
During 2012, the Group Nominations Committee kept the structure, size
and composition of the Board under review as well as the diversity of
skills and experience. Given that Joe MacHale was expected to step
down from the Board during 2013, having served as a Non-executive
Director since 2004, the Group Nominations Committee agreed to
commence a search for a potential additional non-executive director.
The Chairman and Group Secretary developed a role profile and skills
matrix and engaged Egon Zehnder International, specialist search
consultants, to compile a list of candidates with relevant skills and
experience. This was to ensure that the Group Nominations Committee
had access to a wide pool of potentially suitable candidates and the
search for potential candidates remains ongoing. Egon Zehnder
International does not provide services to any other part of the Group.
0-2 years
2-4 years
4+ years
0-2 years
2-4 years
4+ years