Barclays 2010 Annual Report Download - page 160

Corporate governance
Corporate governance report continued
Evaluation Statement continued
In addition to evaluating the performance of the Board and Board Committees, we also evaluate the performance of individual Directors.
Evaluation reporting lines are summarised below:
Position Evaluated by
Group Chairman Senior Independent Director, who meets with non-executive Directors
without the Group Chairman present in order to obtain their feedback
Chief Executive Group Chairman
Senior Independent Director Group Chairman
Executive Directors Chief Executive
Non-executive Directors Group Chairman,
who holds private meetings with each non-executive Director
In respect of individual non-executive Director performance, in early 2011 I held private meetings with each non executive Director to talk through
the evaluation results and agree individual development plans with each of them for the year ahead.
Board Corporate Governance and Nominations Committee Chairman’s Report
Member Independent
Meetings
eligible to
attend
Meetings
attended
Marcus Agius (Chairman) OA 4 4
David Booth (from 1st January
2010)
I44
Sir Richard Broadbent I43
Sir Michael Rake I43
Sir John Sunderland I44
Secretary
Lawrence Dickinson
Key
OA on appointment
I independent
What is our role?
The Committee is responsible for reviewing the composition of the
Board and Board Committees and for recommending to the Board the
appointment of new Directors. We also consider succession plans for
the Group Chairman, Chief Executive and other key positions, such as
roles on the Group Executive Committee. The Committee monitors
corporate governance issues and the annual Board Effectiveness Review.
The Committee’s full terms of reference are available from the corporate
governance section of our website at: www.barclays.com/
corporategovernance
Who are the Committee?
The membership of the Committee is set out above, together with
attendance at meetings in 2010. Committee members include the
Chairmen of each of the principal Board Committees. The Chief Executive
also attends each meeting, although he is not involved in decisions
relating to his own succession.
What did we do in 2010?
We met four times in 2010 and the chart on page 159 shows how we
allocated our time at our meetings. We dealt with a number of significant
issues in 2010, primarily the succession planning for the appointment
of a new Chief Executive, the process for which I describe on page 159.
Our role in the annual review of Board effectiveness is described in
my evaluation statement, which is set out on pages 157 and 158.
During the year, we reviewed the composition of the Board and the
principal Board Committees at each of our meetings, looking at the
balance of skills and experience on the Board and planning ahead for
any retirements. We recommended two new non-executive Director
appointments to the Board during the year: Dambisa Moyo and Alison
Carnwath. In seeking new non-executive Directors, we looked at the
existing range of skills, experience, background and diversity on the Board
in the context of the strategic direction of the Company, before putting
together a specification for the type of candidate we sought. In particular,
we wanted candidates with a background in investment banking and
finance and also sought experience of emerging markets and economies.
The selection process was carried out with the assistance of external
search consultants, who provided us with a range of candidates for
consideration. Dambisa and Alison both met with me, the Chief Executive
and with at least two other members of the Committee before their
appointments were recommended to the Board.
We also considered and recommended changes to Board Committee
composition during the year. Following Leigh Clifford’s retirement from
the Board on 30th September 2010, we were keen to ensure that the
Board Remuneration Committee remained properly resourced, given the
increasingly heavy workload it faces in the new regulatory environment.
We recommended the appointment of Alison Carnwath to this
Committee, where her investment banking experience will be particularly
helpful. Alison also joined the Board Audit Committee. Dambisa Moyo
158 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10