Barclays 2014 Annual Report Download - page 98

96 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Remuneration report
Annual report on Directors’ remuneration
Barclays Board Remuneration Committee
The Board Remuneration Committee is responsible for overseeing Barclays’ remuneration as described in more detail below.
Terms of Reference
The role of the Committee is to:
Q set the over-arching principles and parameters of remuneration policy across the Group;
Q consider and approve the remuneration arrangements of the Chairman, the executive Directors, other senior executives and those employees,
including MRTs, whose total annual compensation exceeds an amount determined by the Committee from time to time (currently total annual
compensation of £1m or more); and
Q exercise oversight for remuneration issues.
The Committee also considers and approves buy outs of forfeited rights for new hires of £1m or more, and packages on termination where the
total value is £1m or more. It reviews the policy relating to all remuneration plans including pensions, and considers and approves policies to
promote the alignment of the interests of shareholders and employees. It is also responsible for the selection and appointment of its independent
remuneration adviser.
The Terms of Reference can be found at barclays.com/corporategovernance or from the Company Secretary on request.
Chairman and members
The Chairman and members of the Committee are as follows:
Q Sir John Sunderland, Committee member since 1 July 2005, Committee Chairman since 24 July 2012
Q Sir David Walker, Committee member since 1 September 2012
Q Simon Fraser, Committee member from 1 May 2009 to 24 April 2014
Q Tim Breedon, Committee member since 1 December 2012
Q Steve Thieke, Committee member since 6 February 2014
Q Crawford Gillies, Committee member since 1 May 2014
Sir David Walker was considered independent on appointment as Board Chairman. All other current members are considered independent by the
Board.
Remuneration Committee attendance in 2014
Number of meetings
eligible to attend
Number of
meetings attended
Sir John Sunderland 5 4
Sir David Walker 5 5
Simon Fraser 2 2
Tim Breedon 5 5
Steve Thieke 4 4
Crawford Gillies 3 3
The performance of the Committee is reviewed each year as part of the Board Effectiveness Review. The 2014 review concluded that the
Committee is operating effectively. Full details of the Board Effectiveness review can be found on page 58.
Advisers to the Remuneration Committee
During 2014, the Committee was advised by Towers Watson. Towers Watson was re-appointed by the Committee in April 2014 following a market
review. The Committee is satisfied that the advice provided by Towers Watson to the Committee is independent. Towers Watson is a signatory to,
and its continuing appointment as adviser to the Committee is conditional on adherence to, the voluntary UK Code of Conduct for executive
remuneration consultants.
Towers Watson’s work includes advising the Committee and providing the latest market data on compensation and trends when considering
incentive levels and remuneration packages. A representative from Towers Watson attends Committee meetings, when requested by the
Committee. Towers Watson is available to advise and meet with the Committee members separate from management.
Fees for Committee work are charged on a time/cost basis and Towers Watson were paid a total of £193,000 (excluding VAT) in fees for its advice
to the Committee in 2014 relating to the executive Directors (either exclusively or along with other employees within the Committee’s Terms of
Reference).