Barclays 2014 Annual Report Download - page 59

barclays.com/annualreport Barclays PLC Annual Report 2014 I 57
Area of focus Matter considered Role of the Committee Conclusion/action taken
Governance of audit
tender process
New rules enacted by the EU,
reflected in a final order published by
the Competition and Markets
Authority requires Barclays to tender
its external audit and change auditors
by June 2020
Q Examined the Board Audit
Committee’s recommendations
that a member of the Board Audit
Committee other than Mike Ashley
should lead the audit tender given
his recent, former association with
KPMG, who are likely to be a bidder
Q The Committee agreed that Mike
Ashley should recuse himself from
the audit tender process and that Tim
Breedon should lead the process in
his stead
Q The Committee also supported the
decision of the Board Audit
Committee to constitute an Audit
Tender Oversight Sub-committee.
Further information is provided on
page 47
Board Committee
structure
The potential creation of a Board
Operations and Technology Risk
Committee
Q Debated the proposal with the
existing Board Committee
Chairmen in view of the potential
impact on the remit of those
Committees. Key considerations
were to avoid fragmenting the
Board Committees further and
creating more Board Committees
than the Board could sustain
Q Recognising that the Board Conduct,
Operational and Reputational Risk
Committee assesses operations and
technology risk and that Michael
Harte had been recruited as Chief
Operations and Technology Officer,
the Committee agreed not to create
an additional committee, but to keep
the matter under review in 2015
In addition the Committee covered the following matters:
Q The review of non-executive Directors’ performance and
independence as part of the Committee’s assessment of their
eligibility for re-election;
Q Consideration of minor changes to the Company’s Board Diversity
Policy and recommended it to the Board for approval;
Q Updating of the Charter of Expectations and Corporate Governance
in Barclays;
Q Proposals for the 2014 Corporate Governance Report;
Q Its annual review of the Directors’ register of interests and
authorisations granted;
Q Changes to the Committee’s terms of reference to reflect
requirements of the UK Corporate Governance Code and the
European Banking Authority’s Guidelines to reflect the Committee’s
role in assessing the suitability of Board members, Group Executive
Committee members and those in significant influence positions;
and
Q Approved Barclays’ response to the Salz Board Governance
recommendations.
Board Corporate Governance and Nominations Committee
Allocation of time (%)
1
2
3
4
52014 2013
1Corporate Governance Matters 21 22
2Board & Committee Composition 20 19
3Succession planning and Talent 43 43
4Board Effectiveness 11 13
5Other 54
Appointment and re-election of Directors
The Board regularly examines and refreshes its composition,
recognising the importance of ensuring that it has an appropriate
balance of skills, experience and diversity, as well as independence. The
Committee has identified the key skills and experience required for the
Board to function effectively, which are recorded on a skills matrix that
includes target weightings for each attribute. This matrix sets out the
core competencies, skills and diversity that are desired for the Board,
including financial services, experience of operating as chief executives
in other industries and experience of the main geographical markets in
which Barclays operates.
The extent to which each of these attributes is represented on the
Board is assessed by the Committee on a regular basis against the
agreed skills matrix. This approach assists the Committee when
determining likely future Board and Board Committee requirements by
enabling the Committee to identify specific areas in which the Board
would benefit from additional experience. All appointments to the
Board are made on merit, taking into account skills, experience,
independence and diversity, including gender.
Our approach to recruiting new non-executive Directors is to create a
role and person specification with reference to the role requirements,
including time commitment, the key competencies and behaviours set
out in our Charter of Expectations and the desired key skills and
experience identified from the skills matrix. The curriculum vitae and
references of potential candidates are assessed by the Committee as a
whole, (although see below in the case of the Chairman’s succession),
before shortlisted candidates are interviewed by members of the
Committee. The Committee seeks engagement with key shareholders
and Barclays’ regulators as part of the selection process. The feedback
from these parties is taken into account before any recommendation is
made to the Board, which is kept informed of progress throughout the
selection and recruitment process. An illustration of the rigorous
process applied to appointments can be found in the case study and
timeline of the process to identify John McFarlane as successor to Sir
David Walker as Chairman, which is set out on page 59.
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