Barclays 2014 Annual Report Download - page 58

56 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Directors’ report
What we did in 2014
Board Corporate Governance and Nominations Committee Report
The Committee’s work
The significant matters addressed by the Committee during 2014 are described below:
Area of focus Matter considered Role of the Committee Conclusion/action taken
Appointments to the
Board
Board and Committee refreshment
arising from the retirements of
Directors during 2014 and expected
retirements in 2015
Q Debated the appropriate structure,
size and composition of the Board
and its Committees to ensure
optimum membership and
effectiveness
Q The Committee recommended the
appointments of Steve Thieke,
Crawford Gillies and John McFarlane
as non-executive Directors during
2014. Please refer to pages 57 to 59
for details of the Board’s approach to
recruitment of new Directors and the
case study of the recruitment of John
McFarlane in particular
Succession planning
and talent
management
The consolidation of the previously
fragmented approach to succession
planning and talent management of
the Senior Leaders Group, focusing
on gaps in succession plans for Group
Executive Committee roles resulting
from the rebuilding of the Group
Executive Committee over the past
two years
Q The Committee identified the
leadership needs of the Company,
assessed the overall bench strength
of leadership of Barclays Senior
Leaders Group and evaluated the
adequacy of succession plans for
members of the Group Executive
Committee and the Board
Q Scrutinised progress reports relating
to the Talent Management
Programme, which identifies talented
people within Barclays who are
capable of development and
promotion to senior levels, and the
recruitment of individuals with
appropriate values and culture
Q The Committee assured the strength
and capability of the Senior Leaders
Group, and supported a greater focus
on values and culture in recruitment
and talent assessments, with hiring
decisions being made on the basis of
fit with Barclays’ Values
Q The Committee has also ensured the
identification of potential succession
candidates for Group Executive
Committee roles on the basis of
readiness within two years; from three
to five years and emergency cover
Board effectiveness 2014 review of the effectiveness of
the Board and its Committees
Q Debated the approach to be taken
to the review, probed analysis
resulting from a peer review of
evaluation processes undertaken in
the prior year and of potential
service providers
Q The Committee set the criteria for
conduct of the reviews, including the
appointment of an external facilitator,
and agreed an action plan to ascertain
progress. See pages 58, 60 and 61 for
a full description of the process and
outputs from the 2013 and 2014
effectiveness reviews
Senior managers’
and certification
regime
The proposed new regime, replacing
the Approved Persons regime,
requires senior managers, including
Board Directors and Executive
Committee members, to have a
statement of responsibilities
In addition, legislation has created a
new criminal offence, where senior
managers may be prosecuted in
circumstances where their decision or
failure to act leads to a firm’s failure,
and a further provision has reversed
the burden of proof for UK regulatory
enforcement
Q Examined the proposals and agreed
that Barclays should input to the
consultation on the new regime in
order to make the views of the
Board known
Q The Committee supported Barclays’
intention to request further guidance
from regulators on the standards
of evidence that will be required to
prove that senior managers acted
reasonably and clarity on how the
standards would apply to non-
executive Directors
Significant subsidiary
board composition
As a result of structural reform,
Barclays will need to create two
significant subsidiaries: a UK ring
fence bank and a US intermediate
holding company, which will be
required to have independent
non-executive Directors
Q Scrutinised the proposed
governance arrangements for the
appointment of non-executive
Directors to the boards of Barclays’
significant subsidiaries
Q The Committee agreed that
appointments to the boards of these
entities should be approved by the
Committee. It also approved the
prospective appointment of Steve
Thieke as chairman of the US
intermediate holding company once
that company is established