Barclays 2012 Annual Report Download - page 52

Committee composition, skills and experience
In addition to the Chairman, there are three non-executive Directors
on the Committee, being the Chairmen of the main Board Committees.
The names of the members of the Committee are set out opposite,
together with attendance at meetings in 2012. The Group Chief
Executive also attends each meeting, although is not involved in
decisions relating to Chief Executive succession.
Committee responsibilities and how they were discharged in 2012
The Committee is responsible for reviewing the composition of the Board
and Board Committees to ensure they are properly constituted and
balanced in terms of skills, experience and diversity. In addition to this, it:
 recommends to the Board the appointment of new Directors;
 considers succession plans for the Chairman, Group Chief Executive
and other key positions, such as roles on the Executive Committee
and other senior roles;
 monitors corporate governance issues and developments to ensure
that Barclays is in line with best practice guidelines; and
 agrees and monitors the annual Board Effectiveness Review and
tracks any actions arising.
The Committee’s full terms of reference are available on the corporate
governance section of Barclays website.
The Committee met four times in 2012, including an additional
meeting solely to review and discuss Board composition. The chart
below shows how the Committee allocated its time. In 2012, the
Committee focused primarily on Board composition and succession
planning for roles below the Board level. Key activities undertaken by
the Committee in 2012 were:
Board composition
 reviewing the structure, size and composition of the Board and the
principal Board Committees, looking at the need to refresh the Board
and at the balance and diversity of skills and experience on the Board.
In reviewing the composition of the Board, a skills analysis was
carried out using a revised skills matrix agreed by the Committee in
2012, which set out the core competencies and skills that it would be
desirable to have on the Board, such as financial services,
experienced chief executives from other companies and industries,
accountancy, retail and marketing and experience of the main
geographic markets in which Barclays operates, along with the target
weightings for each. Following a review of the composition of the
Board, the Committee approved the appointment of Tim Breedon as
a non-executive Director with effect from 1 November 2012 and the
appointment of Diane de Saint Victor as a non-executive Director
with effect from 1 March 2013.
 carried out a review of progress against Board diversity targets and
discussed and agreed a Board Diversity Policy, recommending it to
the Board for its approval.
 considered and recommended changes to Board Committee
composition during the year. The Committee recommended the
appointment of David Booth to the Board Remuneration Committee
with effect from 1 July 2012 to provide cross-membership between
the Board Remuneration and Board Risk Committees. Drawing on
reviews by the Committee, the Board as a whole considered and
approved the appointment of Sir John Sunderland as Chairman of the
Board Remuneration Committee, recommended the appointment of
Tim Breedon as a member of the Board Risk Committee and Board
Remuneration Committee and the appointment of Sir David Walker
as a member of the Board Remuneration Committee and as a
member and Chairman of the Board Corporate Governance and
Nominations Committee and Board Citizenship Committee.
“ It is essential that the Board and its
Committees are properly constituted
and balanced in terms of skills,
experience and diversity.”
Sir David Walker
Chairman, Board Corporate Governance
and Nominations Committee
Member Independent Meetings eligible to attend
Sir David Walker Chairmana
(from 1 September 2012)
On appointment
Marcus Agius
(to 31 October 2012)
On appointment
David Booth Yes
Alison Carnwath
(to 24 July 2012)
Yes
Sir Michael Rake Yes
Sir John Sunderland Yes
Lawrence Dickinson Secretary
Attended Did not attend
Note
a Member of the Committee since 1 September 2012,
becoming Chairman from 1 November 2012.
2012 2011
1 Corporate governance matters 21 19
2 Board and committee composition 32 31
3 Succession planning and talent 29 30
4 Board effectiveness 14 16
5 Other 4 4
Board Corporate Governance and Nominations Committee allocation of time %
1
2
3
5
4
Corporate governance report
Effectiveness continued
Board Corporate Governance and Nominations Committee Report
barclays.com/annualreport50 I Barclays PLC Annual Report 2012