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Corporate governance

The RBS group has continually sought to maintain high standards of corporate governance and seeks to remain at the forefront of compliance with best practice.

We will endeavour to comply in all materials respects with UK Corporate Governance Code issued by the Financial Reporting Council in June 2010.

A brief description of the responsibilities of the Group Board and Senior Committees is set out in each tab below.

The current Memorandum and Articles of Association were amended by special resolution on 19 April 2011.

Memorandum and Articles of Association - RBS Group, including Schedule to Articles (PDF, 501KB)

The Group Board is the principal decision-making forum for the company. It has overall responsibility for leading and controlling the company and is accountable to shareholders for financial and operational performance. The Board approves Group strategy and monitors performance.

Terms of Reference for Group Board (PDF, 25.3KB)

The Group Audit Committee is responsible for assisting the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of the Group. The committee also reviews accounting and financial reporting and regulatory compliance and the Group's system of internal controls along with monitoring the Group's processes for internal audit, risk management and external audit.

Terms of Reference for Group Audit Committee (PDF, 38.7KB)

The Board Risk Committee is responsible for providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance.

Terms of Reference for Board Risk Committee (PDF, 42.5KB)

The Group Remuneration Committee is responsible for the overview of the Group's remuneration policy and remuneration governance framework, ensuring that remuneration arrangements are consistent with and promote effective risk management. The committee also makes recommendations to the Board on the remuneration arrangements for the executive directors.

Terms of Reference for Group Remuneration Committee (PDF, 32KB)

Please click on the link below to access Questions and Answers arising from our recent Shareholder Consultation on our Remuneration Approach for 2011.

Shareholder Consultation Q&A (PDF, 40KB)

The Group Nominations Committee is responsible for assisting the Board in the formal selection and appointment of directors having regard to the overall balance of skills, knowledge, experience and diversity on the Board. The committee also considers succession planning for the Chairman, Group Chief Executive and Non-executive Directors.

Terms of Reference for Group Nominations Committee (PDF, 22.9KB)
Standard Terms and Conditions for Non-Executive Directors of the Group Board (PDF, 35.1KB)

The Group Sustainability Committee is responsible for reviewing the Group's overall sustainability strategy, values and policies and aligning the Group's approach to the range of social, environmental and ethical issues.

Terms of Reference for the Group Sustainability Committee (PDF, 21.4KB)

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