The role of Chairman is distinct and separate from that of the Chief Executive and there is a clear division of responsibilities with the Chairman leading the Board and the Chief Executive managing business day to day.
The Senior Independent Director acts as a sounding board for the Chairman and as an intermediary for other directors when necessary. He is also available to shareholders to discuss any concerns they may have, as appropriate.
Along with the Chairman and executive directors, the non-executive directors are responsible for ensuring the Board fulfils its responsibilities under its terms of reference. The non-executive directors combine broad business and commercial experience with independent and objective judgement and they provide independent challenge to the executive directors and the leadership team. The balance between non-executive and executive directors enables the Board to provide clear and effective leadership across RBS’s business activities.
The key responsibilities of the Chairman, Chief Executive, Senior Independent Director are as follows:-
• Provide strong and effective leadership to the Board to enable it to devote sufficient time and attention to matters within its remit, including safety and soundness.
• Review the performance and effectiveness of the Board, including whether it operates in line with its Terms of Reference, and act on the results of the evaluation.
• Encourage and foster open and inclusive discussions at each Board meeting which challenge executives, where appropriate.
• In conjunction with the CEO and the Chief Governance & Regulatory Officer and Board Counsel, review the nature, content and frequency of information presented by management to enable the Board to perform its duties and responsibilities effectively.
• Take reasonable steps to be sufficiently and appropriately informed of the relevant matters prior to taking part in the Board’s discussions and decisions and be informed on relevant matters delegated to and discussed at Committee meetings.
• Establish a close relationship of trust with the CEO, providing support and advice, as appropriate.
• Conduct the annual performance evaluation of the CEO and each of the Non-executive Directors and review and agree with them, their training and development needs.
• Develop a relationship and communicate effectively with key stakeholders and ensure the Board develops and maintains an understanding of their views.
• Ensure the Board is structured effectively, observes the highest standards of integrity and corporate governance, and sets the “tone from the top” in terms of culture and values.
• As Chairman of the Group Nominations & Governance Committee and NWH Nominations Committee
- Develop and oversee succession plans for board members which recognise the current and future business needs and requirements.
- Safeguard the independence and oversee performance of the nominations committee and take reasonable steps to ensure that the committee complies with the requirements of SYSC 4.3.A.
- Report to the Board all relevant matters discussed at the Committee.
Senior Independent Director (SID)
• Act as a sounding board for the Chairman and as an intermediary for other directors when necessary.
• Lead the annual evaluation of the Chairman’s performance.
• Review the quality and sufficiency of resources allocated to the Chairman’s office.
• Be available to shareholders to discuss any concerns they may have, as appropriate.
• Lead the culture and values of RBS Group creating an environment where employees are engaged and committed to good customer outcomes.
• Develop and implement RBS Group-wide business model, operating model and organisation design.
• Set appropriate levels of RBS Group oversight of, and devolution to NWH Group, NWM and RBSI.
• Consult regularly with the Chairman and the Board on matters which may have a material impact on RBS Group and ensure ExCo reviews and debates critical topics and relevant items before consideration by the Board, and that key issues are escalated, as appropriate.
• In conjunction with the Chairman and Chief Governance & Regulatory Officer & Board Counsel, ensure the Board receives accurate, timely and clear information.
• Lead (with relevant ExCo members) engagement and communications with Investors, Analysts, Government Departments, Regulators and other appropriate external stakeholders.
• Ensure RBS Group has effective frameworks and structures to identify, assess and mitigate risks to comply with all RBS Group policies, and deliver against applicable regulatory and legal obligations.
• Review risk appetites, risk policies and risk management strategies in advance of these being considered by RBS Group Board and/or its Committees.
• Drive and deliver performance against agreed annual and longer term NWH Group financial plans and budget, including forecasting, resource allocation, prioritisation and trade-offs.
• Lead, manage and develop RBS Group and NWH Group senior leadership teams, ensuring professional capability is developed and that succession coverage meets the needs of RBS Group and NWH Group.
• Act in accordance with good corporate governance principles mandated by RBS Group, and with all delegated authority and expenditure limits, and oversee adherence to limits for direct reports.
• Provide effective contribution to relevant Board(s) and Committees in line with the terms of reference, the RBS Corporate Governance Policy and applicable legal and regulatory requirements.
• Deliver the responsibilities delegated by RBS Group Chairman for SMR regulated accountabilities.
• Comply with Our Code, all RBS Group policies, the Three Lines of Defence principles, the RBS Group Recovery Plan, ‘Our Governance’ (the RBS Group governance and controls document) and deliver against all relevant statutory, regulatory, supervisory and legal obligations, escalating concerns where appropriate.
• Manage day-to-day activities within risk appetite.
• Display risk practices and behaviours consistent with a risk culture where risk is simply part of the way we work and think