Barclays 2009 Annual Report Download - page 167

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 165
Evaluation Statement
In light of changes in Board composition and the significant events of
2009, we reviewed our Board evaluation process before starting the
review for 2009. This included considering whether or not to use an
external facilitator and reviewing and interviewing a number of alternative
external facilitators.
The Board Corporate Governance and Nominations Committee
decided to use an external facilitator again in 2009. It felt that in order
to get the maximum benefit from an evaluation exercise, interviews with
Directors must be conducted as these tend to be far more informative
than questionnaires alone. The Committee also felt that it was
appropriate to conduct such an external review given the question-marks
that have been raised over corporate governance in the sector and
following publication of the Walker Review.
The 2009 evaluation was again independently facilitated by Egon
Zehnder International. The Committee felt that their proposal for a
refreshed approach to evaluation, including an increased emphasis on
Board relationships and a broader remit with input being sought from key
executives below Board level, was the most appropriate process. The
Board confirms that it does not believe there is a conflict of interest in the
business relationship with Egon Zehnder International as executive
search consultants and Board evaluation facilitators, particularly as the
Group has relationships with other search firms.
The evaluation process is rigorous and took the form of
questionnaires, which were shortened this year to focus on the elements
that need to be monitored. These questionnaires were completed by
Director and other key executives, who then had individual interviews
with Egon Zehnder. The individual meetings with Egon Zehnder focused
on overall Board composition, a review of key decisions taken by the
Board, the quality of information flows, the quality of debate, the
effectiveness of the Board Committees and Board dynamics, particularly
with a view to assessing whether the interaction of the Board creates a
whole that is greater than the sum of its parts. The process underpinning
key decisions taken by the Board during the year was also reviewed. In
addition, the evaluation exercise seeks Directors’ views on the appropriate
size and composition of the Board, including identifying any gaps in skills
and experience around the Board table. The evaluation covered the
following areas:
– Group performance;
– Strategy and performance objectives, including non-executive
Director involvement;
– Reporting to shareholders and stakeholders;
– Structure, people and succession planning;
– Decision-making processes, including the culture for effective challenge;
– Information flows and presentations;
– Board structure and composition, including non-executive experience
and knowledge;
– Board roles and responsibilities;
– Board and management relationships;
– Board Meetings; and
– Board Committees.
The results of the evaluation were presented to the Board in February 2010.
The results focused on key themes rather than on direct feedback from
the questionnaires.
The themes that will form the basis of the action plan for 2010 include:
– Board size and diversity;
– holding additional Board meetings overseas, particularly given the
increased size of our operations in the US;
– increasing the visibility of senior executives below Board and Group
Executive Committee level; and
– improving the format of strategy presentations to the Board.
I held private meetings with the non-executive Directors in early
2010 so that individual and general results could be discussed. Bespoke
development plans are then agreed with each non-executive Director in
relation to their own performance.
As Chairman, I had regular meetings with shareholders and kept
the Board fully informed of their views. Details of communications with
shareholders are set out on page 168 in the section on Relations with
Shareholders.
Marcus Agius
Group Chairman
9th March 2010