RBS 2012 Annual Report Download - page 340

Membership of the Group Performance and Remuneration
Committee
All members of the Committee are independent non-executive directors.
The Committee held nine meetings in 2012. The Chair and members of
the Committee, together with their attendance at meetings, are shown
below:
Attended /
Scheduled
Penny Hughes (Chair) 9/9
Sandy Crombie 9/9
Alison Davis 9/9
John McFarlane (1) 2/2
Art Ryan (2) 4/5
Notes:
(1) Stepped down as a member of the Committee on 31 March 2012.
(2) Became a member of the Committee on 30 May 2012.
Advisers to the Group Performance and Remuneration Committee
The advisers are appointed independently by the Committee, which
reviews its selection of advisers annually. The advisers are instructed by
and report directly to the Committee. The Committee Chair oversees the
fees for the advisers.
PricewaterhouseCoopers LLP (PwC) were appointed as the Committee’s
remuneration advisers on 14 September 2010, and their appointment
was reconfirmed by the Committee in June 2012 after an annual review
of the quality of the advice received and fees charged. PwC are
signatories to the voluntary code of conduct in relation to remuneration
consulting in the UK.
PwC also provide professional services in the ordinary course of
business including assurance, advisory, tax and legal advice to
subsidiaries of the Group. The Committee Chair is notified of other work
that is being undertaken by PwC and is satisfied that there are processes
in place to ensure that the advice the Committee receives is independent.
As well as receiving advice from PwC during 2012, the Committee took
account at meetings of the views of the Group Chairman, Group Chief
Executive, Group Finance Director, Group Human Resources Director,
Group Head of Reward, Group Secretary and the Group Chief Risk
Officer.
Statement of Shareholding Voting
The table below sets out the voting by the Group’s shareholders on the
resolutions to approve the report and accounts and remuneration policy
at the AGM held in May 2012, including votes for / against / withheld.
Resolution 1
To approve the Report and Accounts for the year ended 31 December
2011.
For Against Withheld *
48,023,557,759
(99.68% of votes cast)
152,277,626
(0.32% of votes cast)
42,971,201
Resolution 2
To approve the Remuneration Report for the year ended 31 December
2011.
For Against Withheld *
47,690,076,126
(99.31% of votes cast)
332,996,089
(0.69% of votes cast)
195,464,478
* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of
votes “For” and “Against” a resolution.
FSA Remuneration Code compliance
The Group has been fully compliant throughout 2012 with all aspects of
the FSA Remuneration Code.
Shareholder dilution
During the ten year period to 31 December 2012, awards made that
could require new issue shares under the company's share plans
represented 3.9% of the company's issued ordinary share capital
(including the B share capital), leaving an available dilution headroom of
6.1%. The company meets its employee share plan obligations through a
combination of new issue shares and market purchase shares.
Directors’ shareholding requirements
During 2012, the Committee agreed that it would be appropriate to
strengthen the shareholding requirements for executive directors and to
introduce new shareholding requirements for members of the Group’s
Executive Committee. The target shareholding level for the Group Chief
Executive is 250% of salary and 125% of salary for other executive
directors and members of the Group Executive Committee, in each case
excluding any unvested share awards in the calculation. A period of five
years is allowed in which to build up shareholdings to meet the required
levels. To date, the executive directors have not sold any shares that they
have received under the Group’s share plans, other than to meet tax
liabilities on vesting.
338
Directors’ remuneration report Implementation Report continued