RBS 2012 Annual Report Download - page 351

RBS GROUP 2012
349
Directors
The names and brief biographical details of the current directors are
shown on pages 298 to 301.
All of the current directors served throughout the year and to the date of
signing of the financial statements.
John McFarlane stepped down from the Board on 31 March 2012.
All directors of the company are required to stand for re-election annually
by shareholders at the Annual General Meeting.
Directors’ interests
The interests of the directors in the shares of the company at 31
December 2012 are shown on page 339. None of the directors held an
interest in the loan capital of the company or in the shares or loan capital
of any of the subsidiary undertakings of the company, during the period
from 1 January 2012 to 27 February 2013.
Directors’ indemnities
In terms of section 236 of the Companies Act 2006 (the “Companies
Act”), Qualifying Third Party Indemnity Provisions have been issued by
the company to directors, members of the Group’s Executive and
Management Committees and FSA Approved Persons.
In terms of section 236 of the Companies Act, Qualifying Pension
Scheme Indemnity Provisions have been issued to all trustees of the
Group’s pension schemes.
Post balance sheet events
There have been no significant events between the year end and the
date of approval of these accounts which would require a change to or
disclosure in the accounts.
Shareholdings
The table below shows shareholders that have notified the Group that
they hold more than 3% of the total voting rights of the company at 31
December 2012.
Solicitor For The Affairs of Her
Majesty’s Treasury as Nominee
for Her Majesty’s Treasury
Number of shares
(millions)
% of share class
held
% of total
voting rights
held
Ordinary shares 3,964 65.3 64.9
B shares (non-voting) 51,000 100.0 —
On 1 February 2013, the Group was notified that Her Majesty’s
Treasury’s shareholding of ordinary shares represented 65.28% of the
total voting rights. The increase was as a result of a change in the total
voting rights.
Charitable contributions
In 2012, the Group’s overall community contribution was £57.3 million
(2011 - £72.0 million). The total amount given for charitable purposes by
the company and its subsidiary undertakings during the year ended 31
December 2012 was £25.8 million (2011 - £39.1 million).
To ensure it makes its community investments as effective as possible,
the Group’s policy is to focus its resources on a small number of
substantial strategic programmes. These are issues most relevant to a
financial institution and relate broadly to financial education, supporting
enterprise and microfinance and the charitable endeavours of employees.
Political donations
At the Annual General Meeting in 2012, shareholders gave authority
under Part 14 of the Companies Act, for a period of one year, for the
company (and its subsidiaries) to make political donations and incur
political expenditure up to a maximum aggregate sum of £100,000. This
authorisation was taken as a precaution only, as the company has a
longstanding policy of not making political donations or incurring political
expenditure within the ordinary meaning of those words. During 2012, the
Group made no political donations, nor incurred any political expenditure
in the UK or EU and it is not proposed that the Group’s longstanding
policy of not making contributions to any political party be changed.
Shareholders will be asked to renew this authorisation at the Annual
General Meeting in 2013.
Policy and practice on payment of creditors
The Group is committed to maintaining a sound commercial relationship
with its suppliers. Consequently, it is the Group’s policy to negotiate and
agree terms and conditions with its suppliers, which include the giving of
an undertaking to pay suppliers within 30 days of receipt of a correctly
prepared invoice submitted in accordance with the terms of the contract
or such other payment period as may be agreed.
At 31 December 2012, the Group’s trade creditors represented 25 days
(2011 - 27 days) of amounts invoiced by suppliers.
Directors’ disclosure to auditors
Each of the directors at the date of approval of this report confirms that:
(a) so far as the director is aware, there is no relevant audit information of
which the company’s auditors are unaware; and
(b) the director has taken all the steps that he/she ought to have taken as
a director to make himself/herself aware of any relevant audit information
and to establish that the company’s auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance with
the provisions of section 418 of the Companies Act.
Auditors
The auditors, Deloitte LLP, have indicated their willingness to continue in
office. A resolution to re-appoint Deloitte LLP as the company’s auditors
will be proposed at the forthcoming Annual General Meeting.
By order of the Board
Aileen Taylor
Secretary
27 February 2013
The Royal Bank of Scotland Group plc
is registered in Scotland No. SC45551