Bob Scott, the former senior independent director at Royal Bank of Scotland, is facing a potential shareholder rebellion over his plans to seek reelection as chairman of Yell, the directories publisher.

Mr Scott, who was among those who agreed the £703,000 annual pension for Sir Fred Goodwin, is up for reelection at Yell’s annual meeting in July. Leading City institutions are preparing to oppose his continued chairmanship of the company. Mr Scott was one of seven RBS directors ousted from the board of the part-nationalised bank in February.

One top-ten shareholder in Yell said: “We will be voting against Bob Scott’s reelection at Yell. He and the chairman of RBS [Sir Tom McKillop] completely and utterly failed.”

It is unusual for institutional shareholders to decide how to vote so far in advance of an annual meeting.

Pressure from institutional shareholders forced the resignation of Sir Tom from the board of BP, the oil group, within days of opposition being voiced. Sir Tom said it was not appropriate for him to seek reelection.

Pirc, the independent investment consultant whose clients control £1.5 trillion of assets, has already decided to oppose the reelection of Peter Sutherland as chairman of BP, specifically because of his record at RBS. Mr Sutherland was one of the directors deposed at RBS in February.

Pirc, which is understood to be examining the other directorships held by former RBS directors, declined to comment last night.

It is understood that if a director served on the RBS board in the run-up to its near-collapse, it will count against them. But other issues are playing at Yell.

Another shareholder said: “The share price has collapsed. It is particularly exposed to the UK, Spain and the US, where its biggest issues will emerge. We are interested in how management is going to restructure.”

He said that he was ambivalent about the reelection of Mr Scott.

Several shareholders said that they had concerns about the performance of the directories group but had not yet made up their minds about their vote.

Mr Scott, the former chief executive of CGNU, now part of Aviva, the insurance group, has been nonexecutive chairman of Yell since 2002. He sits on Yell’s remuneration committee.

Yell did not return telephone calls seeking comment.

As the senior nonexecutive director and a member of the remuneration committee at RBS, Mr Scott played a central role in negotiating the controversial £703,000-a-year pension arrangements for Sir Fred.

Mr Scott and Sir Tom were accused last month by Lord Myners, the Treasury Minister, of coming up with an “elaborate ruse” to ensure that Sir Fred received more than his legal entitlement. Both men vehemently deny that.

Mr Scott was also in charge of maintaining good relations with City investors in RBS. But investors say he resisted persistent calls to replace both Sir Tom and Sir Fred in the run-up to the bank’s £12 billion rights issue last summer.

Mr Scott and other RBS nonexecutives are seen as culpable for failing to rein in the former chief executive’s ultimately disastrous acquisitions strategy.

This week RBS became 70 per cent owned by the British taxpayer after its failed acquisition of ABN Amro, the Dutch bank, forced it to seek a £20 billion government bailout in October.

Last month Sir Tom, who was ousted as part of the October bailout at RBS, also quit BP, where he sat as a nonexecutive. Sir Tom, who was a member of the remuneration committee at the oil group, said that he would not be standing for reelection in the face of a looming shareholder protest at BP’s annual meeting this month.

On the top table

— Sir Steve Robson, ousted as a non-executive director of RBS in February, along with Bob Scott, remains a non-executive director of the Financial Reporting Council

— Janis Kong, another former RBS non-executive director, sits on the board of Kingfisher, the DIY group

— Non-executive directors who presided over the fall of RBS and who have remained with the stricken banking group include Colin Buchan, on the board since 2002 and also chairman of Standard Life Investments and a director of Standard Life Plc, and Archie Hunter, an RBS director since 2004 and chairman of Macfarlane Group, the packaging business.

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