Barclays 2011 Annual Report Download - page 39

Ongoing professional development is equally important given the rapidly
changing environment in which we operate and my role includes ensuring
that Directors have the opportunity to update and refresh their knowledge.
During the year, non-executive Directors attended briefing sessions on
balance sheet composition and capital allocation and on risk weighted
assets. They also attended a demonstration of our contactless technology.
Personal development logs are maintained for each non-executive
Director, which record external and internal briefings and other events
that each attends, such as internal management conferences.
Evaluation of Board Performance
In order to improve the effectiveness of the Board and its Committees,
as well as the effectiveness of each individual Director, we undertake on an
annual basis a formal and rigorous Board effectiveness review. One of the
advantages of undertaking an annual evaluation, which we have done
since 2004, is that we can monitor trends in responses to questions and
track progress made against action plans. We annually benchmark our
approach against the practices of other companies in the FTSE 20 to
ensure that we remain at the forefront of best practice. The Board Corporate
Governance and Nominations Committee is responsible for overseeing the
process and for monitoring any action plans on behalf of the Board.
Evaluation Statement
I provide below a summary of the Board’s progress against its 2011 action plan:
Key Themes Actions
Ensuring that Board dynamics remain effective following recent
membership changes, including the appointment of the new Chief
Executive
– Effective working relationships have been developed and maintained
between the non-executive Directors and the Executive Directors,
facilitated by opportunities offered by offsite Board meetings and less
formal discussions at Board dinners ahead of meetings.
Continuing the focus on strategic decision making in light of the evolving
regulatory environment
– The Board has continued to receive regular updates on the regulatory
environment. Strategy presentations to the Board have included
additional information on the external environment and its impact.
External guest speakers have presented to the Board on significant
issues, such as the valuation of banks.
Ensuring that a wide range of skills experience, background and diversity
on the Board is maintained
– Succession planning is a major focus of the Board and the Board
Corporate Governance and Nominations Committee considers
diversity on the Board when discussing succession plans and potential
new appointments.
Revising the format of Board meetings to allow the Board to devote more
time to discussion of key strategic issues, including discussions the
evening before Board meetings
– Board dinners are being held on evenings prior to Board meetings
to enable Directors to discuss issues in more depth and build
relationships. The Board dinners have included presentations and
time for discussion of key issues. Routine Board items are being
dealt with appropriately, including inverting the agenda, if
appropriate, so that routine items are considered last.
As in each year since 2004, the 2011 evaluation process was
independently facilitated. We continue to monitor and review the
facilitators available in the market and Egon Zehnder International was
re-engaged following such review. Egon Zehnder is an executive search
agent, but it did not undertake any Barclays Board searches during the
year and the Board continues to believe that it provides an impartial
and objective service.
The 2011 evaluation process again took the form of questionnaires
completed by Directors and key executives, followed by structured
interviews with representatives from Egon Zehnder. In addition to
the Board evaluation questionnaire completed by all the participants,
Board Committee members completed separate Board Committee
questionnaires. The areas covered by the questionnaire were unchanged
from previous years, although this year the questionnaire included
some new questions designed to draw out behavioural issues and
group dynamics.
In December 2011, Egon Zehnder presented a report on the evaluation
process to the Board. We discussed the results of the evaluation and
confirmed that we continue to operate at a very high level of
effectiveness. The review identified that the Board is aligned in its
understanding of the strategic challenges it faces in a highly regulated
and uncertain economic environment; that it continues to work hard
and effectively as a team; and that it has demonstrated a high degree
of resilience over a significant period of uncertainty for the financial
services industry. The review also concluded that the Board
benchmarked well against other companies.
The key themes arising from the 2011 evaluation and which will form
the basis of the action plan for 2012 are:
– Ensuring that the Board continues to have an appropriate range
and balance of skills, experience and diversity.
– Continuing to develop an appropriate process for succession planning
for key Board and senior executive management positions.
– Enabling the Board to have greater interaction with Executive
Committee members to gain an enhanced understanding of the
challenges and opportunities they face in their businesses.
– Ensuring that the Board has visibility of talent amongst senior
executive management.
– Continuing to ensure that timely and high-quality information flows
to the Board and to Board Committees.
As part of the annual evaluation process, we seek views on the
performance of individual Directors. I have discussed this feedback
with each of the non-executive Directors and agreed with them any
areas for development. My own performance was reviewed by the
Senior Independent Director, who sought the views of the other
non-executive Directors.
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 37
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