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Board and Governance

RBS is committed to the highest standards of corporate governance, business integrity and professionalism in all its activities.

We aim to comply in all material respects of the UK Corporate Governance Code issued by the Financial Reporting Council (September 2012).

Who runs the company?


 

The company is governed by a framework of Boards and committees. The Group Board is the principal decision-making forum for the company. It has overall responsibility for leading and controlling the company. Our Board approves the strategy across the group and monitors performance. It has adopted a formal schedule of matters reserved for Board discussion that details key aspects of the company's affairs and this schedule is reviewed annually. The Board recognises the value of diversity and has issued a diversity statement.

Articles of Association


 

The current Articles of Association were adopted by special resolution passed on 28 April 2010 and amended by special resolutions passed on 19 April 2011 and 30 May 2012.


 CEO and Board


 

The company is governed by a framework of Boards and committees. Find out who sits on each board or committee, personal biographies and terms of references.


Group Board



Collectively responsible for the long-term success of RBS and delivery of sustainable shareholder value. Its role is to provide leadership of RBS within a framework of prudent and effective controls which enables risk to be assessed and managed.


Executive Committee



Supports the Chief Executive in managing RBS’s businesses. It reviews and debates relevant items before consideration by the Board. It is responsible for developing and delivering the strategy and priorities approved by the Board. It monitors performance against key financial objectives, and manages or oversees asset and liability management, capital allocations, risk, disclosure issues, investments, acquisitions and disposals, operational issues, customer issues and succession planning. The Executive Committee actively promotes the Bank's culture and values.


Board Risk Committee



Provides oversight and advice to the Board in relation to current and potential future risk exposures of RBS, future risk strategy, risk appetite and tolerance. It is also responsible for promoting a risk awareness culture within RBS.


Group Performance and Remuneration Committee



Overview of the RBS remuneration policy and the directors’ remuneration policy, ensuring that arrangements are designed to promote the long term success of the Bank.


Group Nominations and Governance Committee



Monitors the Group’s governance arrangements and assists the Board in the formal selection and appointment of directors. It reviews the structure, size and composition of the Board, and membership and chairmanship of Board committees.


Sustainable Banking Committee



Supports the Board in overseeing, supporting and challenging actions being taken by management to run the bank as a sustainable business, capable of generating long term value for its stakeholders.


Group Audit Committee



Assists the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of RBS.


Executive Committee



Supports the Chief Executive in managing RBS’s businesses. It reviews and debates relevant items before consideration by the Board. It is responsible for developing and delivering the strategy and priorities approved by the Board. It monitors performance against key financial objectives, and manages or oversees asset and liability management, capital allocations, risk, disclosure issues, investments, acquisitions and disposals, operational issues, customer issues and succession planning. The Executive Committee actively promotes the Bank's culture and values.


Board Risk Committee



Provides oversight and advice to the Board in relation to current and potential future risk exposures of RBS, future risk strategy, risk appetite and tolerance. It is also responsible for promoting a risk awareness culture within RBS.


Group Performance and Remuneration Committee


 

Overview of the RBS remuneration policy and the directors’ remuneration policy, ensuring that arrangements are designed to promote the long term success of the Bank.


Group Nominations and Governance Committee



Monitors the Group’s governance arrangements and assists the Board in the formal selection and appointment of directors. It reviews the structure, size and composition of the Board, and membership and chairmanship of Board committees.


Sustainable Banking Committee



Supports the Board in overseeing, supporting and challenging actions being taken by management to run the bank as a sustainable business, capable of generating long term value for its stakeholders.


Group Audit Committee



Assists the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of RBS.