Barclays 2009 Annual Report Download - page 159

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 157
Directors may retain fees paid in connection with an external appointment
and details of any fees received by executive Directors may be found in the
Remuneration Report on page 170.
Conflicts of Interest
Under UK company law, all Directors must seek authorisation before taking
up any position with another company that conflicts, or may possibly
conflict, with the Barclays interests. Barclays Articles of Association contain
provisions to allow the Directors to authorise situations of potential conflicts
of interest so that a Director is not in breach of his duty under company law.
All Directors must report any changes in their circumstances to the Board
and the Board reserves the right to terminate the appointment of a non-
executive Director if there are any material changes in their circumstances
that may conflict with their commitments as a Barclays Director or that may
impact on their independence. All existing external appointments for each
Director have been authorised by the Board and each authorisation is set out
in a Conflicts Register. The Board Corporate Governance and Nominations
Committee is responsible for conducting an annual review of the Conflicts
Register and confirming to the Board that, where relevant, conflicts are dealt
with appropriately, and that the process for dealing with them is operating
effectively. The Board Corporate Governance and Nominations Committee
reviewed the Conflicts Register in early 2010 and concluded that conflicts
had been appropriately authorised and that the process for authorisation
is operating effectively.
Role of the Board and Board Corporate Governance and
Nominations Committee
In addition to reviewing the size and composition of the Board, the Board
Corporate Governance and Nominations Committee is also responsible
for reviewing the balance on the Board and its principal Committees and
recommending the appointment of any new Directors to the Board. It is
essential that the Board is refreshed regularly to maintain the appropriate
skills and experience and the Committee also considers length of tenure
of each non-executive Director, which is set out in Figure 5. The biographies
of the current Directors, which set out the details of their skills and
experience, are on pages 10 and 11.
The Charter of Expectations, which forms part of ‘Corporate
Governance in Barclays’ sets out detailed role profiles for each of the Board
positions, including the Group Chairman, Deputy Chairman, Senior
Independent Director and both non-executive and executive Directors.
Before appointing a new Director, the Board Corporate Governance and
Nominations Committee will consider the responsibilities general to all
Directors and, in addition, the specific responsibilities required for each role.
Non-executive Directors have a responsibility to constructively challenge
1
2
3
2009
1 0-3
years 4
2 3-6 years 4
3 6-9 years 1
Fig 5: Length of tenure of non-executive Directors
and develop proposals on strategy and assess the performance of
management in implementing the Group’s strategy. As Deputy Chairman
and Senior Independent Director, Sir Richard Broadbent has further
responsibilities, which are set out in our Charter of Expectations, including
conducting the performance review of the Group Chairman and meeting
institutional investors.
Sir Richard Broadbent met privately during the year with the other non-
executive Directors and the Group Chief Executive to discuss feedback he
received on the Group Chairman’s performance. These results were shared
with the Group Chairman. During 2008 and in the first few months of 2009
leading up to the Annual General Meeting (AGM), Sir Richard conducted
a series of meetings and consultations with institutional shareholders
to discuss the capital raisings. Sir Richard also met with institutional
shareholders to discuss Barclays remuneration strategy and the external
reviews into this area.
Time Commitment
The Charter of Expectations sets out the time commitment expected from
each Director, with specific requirements for the Chairman, Deputy Chairman,
Senior Independent Director and non-executive Directors. Additional time
commitment expectations are set out for the Board Committee Chairmen
and members. The expected time commitment, which is agreed with each
individual, will not be less than a minimum of 20 days per annum. Certain
non-executive Directors, including the Deputy Chairman, Committee
Chairmen and Committee members, are expected to commit additional
time, with the average time commitment for the non-executive Directors
as a whole being in the range of 30-36 days per year. Sir Richard Broadbent,
as Deputy Chairman and Senior Independent Director, is expected to
commit to at least one day per week in carrying out his Barclays duties,
but in practice spends significantly more time on Barclays business.
Committee Chairmen are expected to commit between 3 and 10 days per
year in addition to between 6 and 8 days per year for Committee members.
The time commitment of each non-executive Director is decided on an
individual basis, with six of the non-executive Directors committing over
30 days per year. Taking into account both Board and Board Committee
requirements, the balance commit at least 28 days per year.
Re-election of Directors
In line with the recommendations of the Code, all Directors usually seek
re-election every three years and any Directors that were appointed during
the year seek re-election at the next AGM. For the 2010 AGM the Group
Chairman, Marcus Agius, will offer himself for re-election as recommended
by the Walker Review. In addition, the Deputy Chairman, Sir Richard
Broadbent, the Chairmen of each principal Board Committee, David Booth,