Barclays 2009 Annual Report Download - page 157

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 155
Corporate Finance
– consideration and approval of the proposed iShares sale and subsequent
sale of Barclays Global Investors; and
– consideration and approval of the restructuring of our credit market
exposures.
Corporate Governance
– reports on governance issues and updates on the changes in company
law, including approval of non-executive Director appointments, updates
on the Walker Review consultation and the Financial Reporting Council’s
Review of the Combined Code;
– a report on the effectiveness of the Board following the effectiveness
review;
– approval of the non-executive Directors’ fees following a benchmarking
comparison against our peer group; and
– reports from each of the Board Committees.
Compensation
– reports on remuneration strategy;
–reports on regulatory frameworks, including FSA Remuneration Code and
the proposals from the Financial Stability Board;
– regular reports from the Chairman of the Board HR and Remuneration
Committee on matters discussed at that Committee; and
– consideration of the proposals for the closure of the UK Retirement Fund.
Regulatory issues
– a review of the FSA’s stress-test results;
–regular reports from the Group Chief Executive on contact with regulators
worldwide and in particular discussions with the tripartite authorities in
the UK;
– consideration of the Government’s Asset Protection Scheme; and
– updates on the global and UK economic and regulatory environment.
Figure 1 on page 154 illustrates how the Board spent its time at scheduled
Board meetings in 2009.
Board size, composition and qualification
Board size and composition
There are currently 13 Directors on the Board, comprised of the Group
Chairman, three executive Directors and nine non-executive Directors.
The size and composition of the Board is regularly reviewed by the Board
and, in particular, the Board Corporate Governance and Nominations
Committee, to ensure there is an appropriate and diverse mix of skills and
experience. The Board aims to appoint non-executive Directors who have
the skills and experience needed for a comprehensive understanding of
the Group’s activities and the risk associated with them. This is particularly
important for Barclays as a financial services business and it is our intention
that 50% of our non-executive Directors, including the Group Chairman
and the Chairmen of the principal Board Committees, should have banking
or financial experience. However, a broader range of skills and experience is
Board and Committee Attendance
Board
Corporate
Board HR & Governance
Board Remuner- & Nomin- Board
Scheduled Additional Audit ation ations Risk
Independent Board Boarda Committee Committee Committee Committee AGM
Number of meetings held 8191114451
Group Chairman
Marcus Agius OA 8 19 – 14 4 – 1
Executive Directors
John Varley (Group Chief Executive) ED 8 19 – – – – 1
Bob Diamond ED 8 17 – – – – 1
Chris Lucas ED 8 19 – – – – 1
Frits Seegers (to 3rd November) ED 6 19 – – – – 1
Non-executive Directors
David Booth I816–––51
Sir Richard Broadbent
(Deputy Chairman & Senior Independent Director) I 8 18 – 14451
Leigh Clifford I 8 7 – 11 – – 1
Fulvio Conti I 8 15 10 – – – 1
Professor Dame Sandra Dawson (to 23rd April) I 3 11 5 – -– – 1
Simon Fraser (from 10th March)bI71557–––
Reuben Jeffery III (from 16th July) I 4 2 – – – – –
Sir Andrew Likierman I 8 17 11 – – 5 1
Sir Michael Rake I 8 17 11 – 2 3 1
Sir Nigel Rudd (Deputy Chairman to 23rd April) I 3 11 – – 1 – 1
Stephen Russell (to 31st October) I 6 12 7 – 2 3 1
Sir John Sunderland I 8 17 – 14 4 – 1
Patience Wheatcroft (to 16th June) I 3 14 – – – – 1
Key
OA Independent on appointment. ED Executive Director. IIndependent non-executive Director.
Notes
aIn the case of Leigh Clifford, who is based in Australia, the time difference meant that he
was not always able to participate in additional Board meetings called at short notice, but
he was fully briefed on the discussions by the Group Chairman or the Company Secretary.
bSimon Fraser was appointed as a member of the Board Audit Committee and Board HR
and Remuneration Committee with effect from 1st May 2009.