RBS 2013 Annual Report Download - page 22

Governance
at a glance
Board and committee activity increased significantly in 2013, with
a number of key strategic issues taking centre stage, and Board
committees continued to play a crucial role in our governance
framework, undertaking their complex work comprehensively and
effectively supporting the work of the Board.
Conduct and culture have been key areas of focus throughout the
year and our 2013 results reflect the impact that conduct related
matters continue to have on financial and operating performance.
The Board fully supports our new values, which were launched in
2013 and focus on serving customers, working together, doing the
right thing and thinking long term. It is vital that the Board continues
to set the tone from the top to drive essential cultural change and
that our governance framework continues to evolve to support this
and our key strategic changes. These will be key priorities for the
Board and its Committees in 2014.
Philip Hampton
Chairman of the Board of directors
Our Board
The Board has 11 directors comprising the
Chairman, two executive directors and eight
independent non-executive directors, one
of whom is the Senior Independent Director.
Biographies for each director and details of
which Board Committees they are members
of can be found in the Corporate governance
report on pages 39 to 42.
There were a number of changes to the
Board’s composition during 2013, details
of which can be found in the Chairman’s
Statement on pages 22 and 23 and in the
Corporate governance report on page 45.
The Board is the main decision making forum
for the company. It is collectively responsible
for the long-term success of the company and
is accountable to shareholders for financial
and operational performance.
The Board has overall responsibility for the
following areas:
• the establishment of strategy and
consideration of strategic challenges;
• the management of the business and
affairs of the Group;
• ensuring that risk is managed effectively
through the approval and monitoring of
risk appetite;
• considering stress scenarios and agreed
mitigants and identifying longer term
strategic threats to the Group’s business
operations;
• the allocation and raising of capital; and
• the preparation and approval of the RBS
annual report and accounts.
We conducted an internal evaluation of the
effectiveness of the Board and its committees
in 2013, led by the Group Secretary. The
evaluation has concluded that the Board is
operating effectively but has identified some
areas for improvement which we will focus on
during 2014.
Our Board committees
Group Audit Committee
Assists the Board in discharging its
responsibilities for monitoring the integrity
of the financial statements of the Group.
It reviews the accounting policies, financial
reporting and regulatory compliance
practices of the Group and the Group’s
system and standards of internal controls,
and monitors the Group’s processes for
internal audit and external audit.
For more detail of the operation of the
committee please refer to the full committee
report on pages 52 to 57.
Board Risk Committee
Provides oversight and advice to the Board
on current and potential future risk exposures
of the Group and risk strategy. It reviews
the Group’s compliance with approved risk
appetite and oversees the operation of the
Group Policy Framework.
For more detail of the operation of the
committee please refer to the full committee
report on pages 58 to 63.
Group Performance and
Remuneration Committee
Responsible for overseeing performance and
the Group’s policy on remuneration. It also
considers senior executive remuneration and
makes recommendations to the Board on the
remuneration of executive directors.
For more detail of the operation of the
committee please refer to the full committee
report on pages 66 to 90.
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