Barclays 2014 Annual Report Download - page 60

58 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Directors’ report
A particular focus for the Committee in 2014 was the retirement of
Simon Fraser and Fulvio Conti in April 2014, together with the
prospective retirements of Sir David Walker and Sir John Sunderland in
April 2015 and the associated need to identify successors for the
Chairman, the Chairman of the Board Remuneration Committee and to
maintain the membership of the Board Audit Committee.
Executive search firms MWM, Egon Zehnder International and Spencer
Stuart were instructed to assist with our Director searches in 2014.
None of these external agencies have any other connection with
Barclays, other than to provide executive recruitment services. Open
advertising was not used in 2014 for Barclays non-executive Board
positions as the Committee believes that targeted recruitment, based
on the agreed role and person specification, is the optimal way of
recruiting for these positions.
Barclays announced the appointment of three new non-executive
Directors during 2014: Steve Thieke, Crawford Gillies and John
McFarlane. As previously reported, the appointment of Steve Thieke
brought additional experience in banking regulation, investment
banking and risk management to the Board. Crawford Gillies
contributes experience in a range of different industries, including the
financial services sector, in addition to a background in strategy and the
public sector, whilst John McFarlane brings extensive experience of
investment, corporate and retail banking, as well as insurance, strategy,
risk and cultural change. He also has a strong track record as a CEO
and subsequently as a Chairman.
These appointments allowed the Committee to refresh the
membership of Board Committees in turn. Crawford Gillies became a
member of the Board Remuneration Committee in May 2014 given his
experience of chairing the remuneration committee at Standard Life,
and he will succeed Sir John Sunderland as Chairman of the Board
Remuneration Committee with effect from the conclusion of the 2015
AGM. John McFarlane will succeed Sir David Walker as Chairman of
Barclays with effect from the conclusion of the 2015 AGM. John joined
the Board Corporate Governance and Nominations Committee and the
Board Enterprise Wide Risk Committee with effect from 15 January
2015 and will become chairman of both committees on becoming
Chairman. The membership of the Board Audit Committee was also
maintained by the appointment of Crawford Gillies and Dambisa Moyo
during 2014: these appointments also provide valuable cross-
membership of Board Committees.
The Directors in office at the end of 2014 were subject to an
effectiveness review, as described below. In addition, Barclays requires
Directors to declare any potential or actual conflict of interest that
could interfere with a Director’s ability to act in the best interests of the
Group. UK company law allows the Board to authorise a situation in
which there is, or may be, a conflict between the interests of the Group
and the direct or indirect interests of a Director or between the
Director’s duties to the Group and to another person. The Board has
adopted procedures for ensuring that its powers to authorise conflicts
operate effectively. For this purpose a register of actual and potential
conflicts and of any authorisation of a conflict granted by the Board is
maintained by the Company Secretary and reviewed annually by the
Committee.
Based on the performance evaluation it is the view of the Committee,
and the Board, that each Director proposed for re-election continues to
be effective and that they each demonstrate the level of commitment
required in connection with their role on the Board and the needs of
the business.
Diversity statement
Barclays adopted a Board Diversity Policy in 2012, which is published
on Barclays’ website. The policy sets out the Board’s aspirational goal
of achieving 25% female representation on the Board by 2015.
Although Barclays did not appoint a further female Director to the
Board during 2014, its commitment to meeting this goal remains firm.
During 2014, progress was made in developing high potential women:
Q In July, the Committee was updated on the Barclays Women on
Boards Initiative, which focuses on placement of programme
participants as directors on external boards together with mentoring
by Board members in order to improve board readiness;
Q Barclays high potential development programme for managing
directors has 38% female representation, which will help rebalance
female representation in the Senior Leaders Group and the Group
Executive Committee through the internal pipeline; and
Q A further key development was the creation of diversity and inclusion
workstreams led by members of the Group Executive Committee as
follows: Tom King (gender), Val Soranno Keating (LGBT), Ashok
Vaswani (disability), Irene McDermott Brown (multi-generational)
and Maria Ramos (multi-cultural).
As reported on page 13 there has already been an improvement in the
number of women occupying senior roles in the Company since last
year and we are committed to making further progress in 2015 by
driving initiatives at all levels within the business. More details of
Barclays Diversity and Inclusion strategy may be found on pages 74
to 76.
Review of Board and Board Committee Effectiveness
Barclays’ long-established practice is to ask an external facilitator to
help conduct a review of the effectiveness of the Board, its Committees,
the Executive and non-executive Directors and the Chairman. In 2014
the review was again facilitated by independent advisors, Bvalco, who
have no other connection with Barclays.
As part of the review, the Directors completed a questionnaire, which
focused on whether, in the case of both the Board and its Committees,
each was effectively tackling the matters for which it is responsible and
what improvements might be made to help meet future challenges,
including development feedback for fellow Directors and the Chairman.
Bvalco representatives held interviews with each participant, inviting
them to discuss any features of Board or Committee content, process
or dynamic which the individual thought relevant to improving the
effectiveness of the Board’s performance. Representatives from Bvalco
also attended a meeting of the Board and certain Board Committee
meetings in order to assess first-hand how the Board and Board
Committees operated in practice.
Bvalco prepared a report for the Board and its Committees on the
findings from the evaluation process, which was presented to the
Board in February 2015. In addition, Bvalco briefed the Chairman on the
performance of each of the Directors, whilst the Senior Independent
Director was provided with feedback on the Chairman’s performance
to be shared with him following discussions with the other non-
executive Directors.
Having gone through the effectiveness review described above, the
Directors are satisfied that the Board and each of its Committees
operated effectively during 2014. Nonetheless, the Board has identified
a number of actions that will help maintain and improve its
effectiveness. These, together with an update on the actions taken
following the 2013 review, are set out on pages 60 and 61.
What we did in 2014
Board Corporate Governance and Nominations Committee Report