Barclays 2006 Annual Report Download - page 124

independence, but has determined that, as Dr Cronjé demonstrates the
above behaviours, he should be regarded as independent.
Board Committees
The Board has four principal Board Committees, each of which reports
on its activities below. Board Committee members are appointed by the
Board on the recommendation of the Board Corporate Governance and
Nominations Committee, which reviews the composition of each
Committee regularly. Committee members are expected to attend each
Committee meeting, unless there are exceptional circumstances that
prevent them from doing so. The Company Secretary, Lawrence
Dickinson, is secretary to the Board Audit Committee, Board Corporate
Governance and Nominations Committee and Board Risk Committee
and the Deputy Secretary, Patrick Gonsalves, is Secretary to the Board
HR and Remuneration Committee.
Board HR and Remuneration Committee
Number of
meetings Number of
eligible to meetings
attend attended
Member in 2006 in 2006
Sir Nigel Rudd (Chairman to 31st December 2006) 4 4
Sir Richard Broadbent
(Chairman from 1st January 2007) 4 4
Marcus Agius (from 1st January 2007) n/a n/a
Sir David Arculus (to 27th April 2006) 1 1
Leigh Clifford 4 3
Sir John Sunderland 4 4
The Committee met four times in 2006 and the table sets out
Committee members’ attendance. The Committee was chaired by
Sir Nigel Rudd during 2006, who stepped down from the Committee
on 31st December 2006. Sir Richard Broadbent became Chairman on
1st January 2007. Marcus Agius joined the Committee on 1st January
2007, following the revisions made to the Code to permit the Chairman
of the Board to be a member of the Committee, provided he or she is
independent on appointment.
The chart shows how the Committee allocated its time at its meetings in
2006. The Committee’s role and its activities during 2006 are described
more fully in the Remuneration report, which can be found on pages
125 to 140.
In late 2006, the Committee carried out a review of its effectiveness as
part of the overall Board Effectiveness Review. The review concluded
that the Committee is operating effectively.
Other 6% Talent
24%
Remuneration
(other – including
pensions)
33%
Board HR and Remuneration Committee allocation of time
Remuneration
(incentive)
37%
Board Corporate Governance and Nominations Committee
Number of
meetings Number of
eligible to meetings
attend attended
Member in 2006 in 2006
Matthew W Barrett (Chairman to
31st December 2006) 5 5
Marcus Agius (member and Chairman
from 1st January 2007) n/a n/a
Sir David Arculus (to 27th April 2006) 1 1
Sir Richard Broadbent 5 5
Sir Nigel Rudd 5 5
Stephen Russell 5 4
Sir John Sunderland (from 1st September 2006) 1 1
The Committee met five times in 2006, including two meetings to deal
exclusively with the appointment of the new Chairman. The table sets
out Committee members’ attendance at meetings in 2006. The
Committee consists of the Chairman, the Deputy Chairman, the Senior
Independent Director and the Chairmen of the main Board Committees.
Other Directors may be appointed by the Board to the Committee,
provided it always has a majority of independent non-executive
Directors, and Sir John Sunderland was appointed to the Committee in
September. The Chairman of the Board chairs the Committee, except
when the Committee is considering the Chairman’s succession, in
which case the Deputy Chairman takes the chair. The Group Chief
Executive, while not a member of the Committee, attends meetings at
the request of the Chairman. Matthew Barrett chaired the Committee
during 2006 until his retirement on 31st December 2006. Marcus Agius
was appointed to the Committee from 1st January 2007 and as
Chairman of the Committee from the same date.
The Committee’s role is set out in its terms of reference, which are
available at www.investorrelations.barclays.com.
The chart sets out how the Committee allocated its time during 2006.
During 2006, the Committee regularly reviewed Board Committee
composition to ensure that the Committees continued to have strong
and balanced representation. It recommended the appointment of
Fulvio Conti to the Board Audit Committee in order to bring additional
financial expertise to that Committee. It also recommended the
appointment of Sir Richard Broadbent as Chairman of the Board HR and
Remuneration Committee in succession to Sir Nigel Rudd and, following
changes to the Code, recommended the appointment of Marcus Agius
to that Committee. The Committee received regular reports on the
progress of the action plan arising from the 2005 Board Effectiveness
Review and monitored the completion of the actions on behalf of the
Board. It also received updates on changes in corporate governance
best practice and developments in company law, particularly the new
statement of Directors’ Duties contained in the Companies Act 2006.
Other 5% Corporate Governance
matters
16%
Board
effectiveness
15%
Board Corporate Governance and Nominations Committee
allocation of time
Board and Committee
composition (including
succession planning)
64%
Corporate governance
Corporate governance report
Barclays PLC
Annual Report 2006
120