Barclays 2010 Annual Report Download - page 156

Corporate governance
Corporate governance report continued
Note
a Individual Directors may fall into one or more categories.
Director Independence
The Board considers non-executive Director independence on an
annual basis, as part of each Director’s performance evaluation.
The Board Corporate Governance and Nominations Committee and
the Board reviewed the independence of each non-executive Director in
early 2011 and concluded that each of them continues to demonstrate
those behaviours that the Board considers to be essential indicators of
independence and which are set out in our ‘Charter of Expectations’.
These criteria are:
– provides objective and constructive challenge to Management;
– is prepared to challenge others’ assumptions, beliefs or viewpoints
as necessary for the good of the organisation;
– questions intelligently, debates constructively, challenges rigorously
and decides dispassionately;
– is willing to stand up and defend their own beliefs and viewpoints
in order to support the ultimate good of the organisation; and
– has a good understanding of the organisation’s business and affairs
to enable them to properly evaluate the information and responses
provided by Management.
Director Re-election
In accordance with the new UK Corporate Governance Code, the Board
has agreed that all Directors will submit themselves for re-election at the
Company’s Annual General Meeting (AGM) to be held on 27th April 2011.
Biographical details of each of the Directors may be found on pages 9 to 11.
Succession Planning and Board Appointments
The Board Corporate Governance and Nominations Committee is
responsible for both executive and non-executive Director succession
planning and recommends new appointments to the Board. More detail on
the role of the Board Corporate Governance and Nominations Committee
is given on pages 158 and 159. When making Board appointments, we seek
to ensure that we have a diverse range of skills, background and experience,
including industry and geographical experience. We also consider length
of tenure: we recognise that continued tenure brings Company specific
knowledge and understanding while new faces bring fresh ideas and
perspective. The length of tenure of the current non-executive Directors
and their geographical experience and industry background is illustrated
below. We are comfortable that our Board includes sufficient diversity to
optimise its performance.
Non-executive Director Terms of Appointment
Non-executive Directors each have a letter of appointment that sets out
the terms and conditions of their directorship, including the fees payable
and the expected time commitment. Non-executive Director time
commitment is set at a minimum of 20 days per annum, with additional
time commitment required to fulfil their roles as Board Committee
members and/or Board Committee chairmen, as applicable. The average
time commitment of non-executive Directors is in the range of 30–36 days
per annum. Details of non-executive Directors’ remuneration can be found
in the Remuneration Report on page 177. In order to ensure alignment
between non-executive Directors’ interests and those of our shareholders,
the first £20,000 of their basic fee is invested in Barclays shares, which are
held on their behalf until such time as they leave the Board.
Our Charter of Expectations sets out the expectations that the Board of
Barclays demands of its Directors. This includes a detailed role profile and
key performance indicators for each of the key positions on the Board.
Fig. 2: Length of tenure of non-executive Directors
2010
1
2
3
10-3 years 4
23-6 years 4
36-9 years 2
Fig. 3: Geographical mix (main experience) of non-executive Directors
2010
1
2
3
1UK 7
2Continental Europe 1
3US 2
Fig. 4: Industry/background experiencea
2010
1
2
3
7
8
4
5
6
1Financial services 6
2Accountancy/financial background 4
3Retail/marketing 1
4Government experience 3
5Business School 1
6Corporate Finance 3
7International (Europe) 1
8International (US) 2
154 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10