Barclays 2007 Annual Report Download - page 143

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Governance
Barclays PLC Annual Report 2007 141
The Committee received updates on:
– the status of the Companies Act 2006 and, in particular, the new
statutory statement of Directors’ Duties; and
– the FRC’s review of the Combined Code.
During 2007, the Committee reviewed the composition of the Board
and its principal Committees at each of its meetings. Following those
deliberations the Committee recommended to the Board the
appointments of David Booth (May 2007), Sir Michael Rake and Patience
Wheatcroft (January 2008) as non-executive Directors. In the case of
David Booth, the Committee had concluded that a non-executive Director
with US banking experience would bring the skills and experience to the
Board that had been lost on the retirement of Robert Steel as a non-
executive Director in late 2006. In the case of Sir Michael Rake, the
Committee sought a non-executive Director with a financial and auditing
background. Patience Wheatcroft has extensive experience of the highest
levels of business and politics, which will bring additional valuable skills
and a wider perspective to the Board. When considering appointments,
the Committee typically engages external search consultants, who are
provided with a specification of the skills and experience required, to assist
with identifying potential candidates, although candidates may be
recommended to the Committee from other sources. Each of David Booth,
Sir Michael Rake and Patience Wheatcroft met with members of the
Committee prior to the Committee considering their appointments and
recommendations being made to the Board.
In January 2008, the Committee reviewed its activities in 2007
against its terms of reference and concluded that it had discharged the
responsibilities delegated to it under those terms of reference.
Board HR and Remuneration Committee
Sir Richard Broadbent (Chairman)
Marcus Agius
Leigh Clifford
Sir John Sunderland
Secretary: Patrick Gonsalves
The Board HR and Remuneration Committee terms of reference are
available from the Corporate Governance section at:
http://www.aboutbarclays.com
The Committee’s independent advisers, from Towers Perrin MGMC
and Kepler Associates, attended 2 meetings and 1 meeting of the
Committee respectively in 2007.
Activities in 2007
The chart below shows how the Committee allocated its time at its
meetings in 2007. During 2007, the Committee:
– held discussions with external advisers to the Committee;
– reviewed executive compensation;
– considered resourcing, compensation and incentives for staff;
– considered pensions, mobility and relocation matters; and
– reviewed the compensation frameworks and overall level of bonus
pools for each of the Group’s principal businesses.
The Committee received updates on:
– revised ABI Guidelines on Executive Remuneration;
– talent;
– health and safety; and
– equality and diversity.
In February 2008, the Committee reviewed its activities in 2007 against its
terms of reference and concluded that it had discharged the responsibilities
delegated to it under those terms of reference.
Detailed information on the role and activities of the Committee can be
found in the Remuneration Report on pages 144 to 158.
Management
Executive Committee
The executive Directors bear the responsibility (under the leadership of the
Group Chief Executive) for making and implementing operational decisions
and running the Group’s business. The Executive Committee supports
the Group Chief Executive. It meets fortnightly to develop strategies and
policies to recommend to the Board and to implement approved strategy.
The Executive Committee is supported by other Committees, including
the Disclosure Committee.
Disclosure Committee
The Disclosure Committee is chaired by Chris Lucas, the Group Finance
Director. Members include the Company Secretary, Barclays General
Counsel, Head of Investor Relations, Barclays Risk Director, Head of
Corporate Affairs, Financial Controller and Treasurer. The Committee:
– considers and reviews the preliminary and interim results, Annual
Report/Annual Report on Form 20F and the Annual Review;
– considers Interim Management Statements released to the Stock
Exchange; and
– considers the content, accuracy and tone of any other announcement
that is proposed to be made in accordance with the FSA’s Disclosure
and Transparency Rules.
The Committee reports to the Executive Committee and the Board
Audit Committee.
Executive Committee
– John Varley (Chairman)
– Bob Diamond
– Chris Lucas
– Frits Seegers
– Paul Idzik
Board HR and Remuneration Committee allocation of time
1
2
3
4
1 Talent 6%
2 Remuneration (incentive) 61%
3 Remuneration
(other – including pensions) 17%
4 Other 16%