RBS 2012 Annual Report Download - page 309

RBS GROUP 2012
307
Board and Committee membership
At the request of the Board and taking into consideration feedback from
the Board committee evaluations and John McFarlane’s departure, the
Group Nominations Committee reviewed the membership of the Board
committees. The Group Nominations Committee agreed to strengthen the
Board Risk Committee with the appointment of Baroness Noakes, the
Group Performance and Remuneration Committee with the appointment
of Art Ryan, and the Group Sustainability Committee with the
appointment of Alison Davis.
Boardroom diversity
The Board remains supportive of Lord Davies’ recommendations and
currently meets the target of 25 per cent female board representation as
set out in Lord Davies’ report. In accordance with the recommendations
contained within Lord Davies’ report, the Board operates a boardroom
diversity policy and a copy of the Board’s diversity statement is available
on www.rbs.com
The Group understands the importance of diversity and recognises the
importance of women having greater representation at key decision
making points in organisations. The search for Board candidates will
continue to be conducted, and nominations/appointments made, with due
regard to the benefits of diversity on the Board. One of the challenges the
Group faces in the promotion of gender diversity is identifying suitably
qualified female Board candidates. Where appropriate, the Group has
engaged specialist search consultants to assist in the search for suitable
candidates. However, all appointments to the Board are ultimately based
on merit, measured against objective criteria, and the skills and
experience the individual can bring to the Board.
The balance of skills, experience, independence, knowledge and diversity
on the Board, and how the Board operates together as a unit is reviewed
annually as part of the Board evaluation. Where appropriate, findings
from the evaluation will be considered in the search, nomination and
appointment process. If appropriate, additional targets on diversity will be
developed in due course.
Further details on the Group’s approach to diversity can be found on
pages 346 and 347.
Succession planning
The Group Nominations Committee considers succession planning on an
ongoing basis and succession planning for the Board was considered at
all Group Nominations Committee meetings during the year. The Board
considered talent and succession planning for the Group Chief Executive
and members of the Executive Committee specifically at meetings in
June and October 2012, including a review of talent pools and
development opportunities for potential successors. The Board continues
to monitor succession planning taking into account business
requirements and industry developments.
Group Sustainability Committee
During 2012, the Group Sustainability Committee focused on reviewing
the Group’s overall sustainability strategy, values and policies and
aligning the Group’s approach to ethical, social and environmental
issues. The role, responsibilities and membership of the Committee were
reviewed at the end of 2012 as part of the Group’s Purpose, Vision and
Values programme. In 2013, the Committee’s scope will widen to
include:-
x sustainability and reputational issues related to customer and
citizenship activities;
x oversight of the delivery of the Purpose, Vision and Values cultural
and behavioural change; and
x oversight of the sustainability aspects of the people agenda.
In addition, the Committee will be responsible for overseeing and
challenging how management is addressing sustainability and reputation
issues relating to all stakeholder groups, except where such issues have
already been dealt with by other Board committees.
Membership has been reviewed in line with the increased scope of the
Committee and now consists of independent non-executive directors and
is chaired by the Senior Independent Director. All key business areas are
represented at Committee meetings and the Group Chairman is also
invited to attend. The frequency of meetings will also increase from
quarterly to six times per annum, in addition to more regular stakeholder
engagement sessions. For more information on the Group’s approach to
sustainability see pages 33 to 35. Further details of the Group’s
sustainability policies are available on the Group’s website
www.rbs.com/sustainability and in the Annual Sustainability Report.
Relations with investors
The Chairman is responsible for ensuring effective communication with
shareholders. The company communicates with shareholders through the
Annual Report and Accounts and by providing information in advance of
the Annual General Meeting. Individual shareholders can raise matters
relating to their shareholdings and the business of the Group at any time
throughout the year by letter, telephone or email via the Group’s website
www.rbs.com/ir
Shareholders are given the opportunity to ask questions at the Annual
General Meeting or can submit written questions in advance. Directors
including the chairs of the Group Audit, Board Risk, Group Performance
and Remuneration and Group Nominations Committees are available to
answer questions at the Annual General Meeting. The Senior
Independent Director is also available.