Barclays 2009 Annual Report Download - page 158

156 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
The Board considers non-executive Director independence on an annual
basis, as part of each Director’s performance evaluation. The Board
Corporate Governance and Nominations Committee and the Board
reviewed the independence of each non-executive Director in early 2010
and concluded that each of them continues to demonstrate these essential
behaviours.
Board qualification
The Board benefits from the diverse range of skills, knowledge and
experience that the non-executive and executive Directors have acquired
as Directors of other companies or as business leaders in government or
in academia. The Board also values the experience that our international
Directors bring and aims to have diverse geographical experience on the
Board, as illustrated by Figure 4. The effectiveness of the Board depends on
ensuring the right balance of Directors with banking or financial experience
and broader commercial experience.
External appointments
We recognise that there are significant advantages to individuals and to
the Board as a whole of Barclays executive Directors serving on the Boards
of other companies. In line with the Code recommendation, executive
Directors may join the Board of one other listed company and all such
appointments must be approved by the Board. Executive Directors must
ensure that their external appointments do not involve excessive
commitment or conflict of interest and their time commitment to Barclays
must take precedence over any external appointment (other than those
they undertake in connection with their duties at Barclays). Executive
essential for the Board to be fully effective. Figure 2 demonstrates the
diverse range of skills and experience on the Board.
We have a strong independent element on the Board and more than
half the Directors are independent non-executive Directors, which is in
line with the recommendations of the Code. The balance of the Board is
illustrated by Figure 3.
Independence of non-executive Directors
The Code sets out the circumstances that may be relevant to the Board
in determining whether each non-executive Director is independent.
In addition to these circumstances, Barclays ‘Charter of Expectations’ sets
out specific criteria that the Board considers are essential behaviours in
order to assess the independence of non-executive Directors. These criteria
are as follows:
– provides objective challenge to management;
– is prepared to challenge others’ assumptions, beliefs or viewpoints as
necessary for the good of the organisation;
– questions intelligently, debates constructively, challenges rigorously and
decides dispassionately;
– is willing to stand up and defend their own beliefs and viewpoints in order
to support the ultimate good of the organisation; and
– has a good understanding of the organisation’s business and affairs to
enable them to properly evaluate the information and responses provided
by management.
1
2
3
4
1 Financial services 4
2 Accountancy/financial background 3
3 Retail/marketing 1
4 Government experience 3
5 Business School 1
6 Corporate Finance 2
7 International (Europe) 1
8 International (US) 2
9 International (Rest of World) 2
5
6
7
8
9
Fig 2: Industry/background experiencea
1
2
3
2009
1 Chairman 1
2 Executive Directors 3
3 Independent non-executive
Directors 9
Fig 3: Balance of non-executive and executive Directors
Note
aIndividual directors may fall into one or more categories.
1
2
3
2009
1 UK 5
2 Continental Europe 1
3 US 2
4 Other 1
4
Fig 4: Geographical mix (main experience)
of non-executive Directors