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The Board Corporate Governance and Nominations
Committee terms of reference are available from the
corporate governance section of our website at:
www.barclays.com/corporategovernance
Board Corporate Governance and Nominations Committee Chairman’s Report continued
joined the Board Risk Committee, where her background in financial
services and as a global economist will bring a valuable insight to that
Committee’s deliberations of macro-economic risks.
We made some minor changes to our terms of reference during the year
to clarify that when considering new appointments we would look at an
individual’s ability to meet the required time commitment. We also made
clear our role in ensuring that induction and development programmes
for non-executive Directors are appropriate and during the year we
reviewed the programmes that had taken place in 2010, making some
suggestions as to how they could be enhanced.
The results of the annual Committee effectiveness review undertaken
in late 2010 demonstrated that the Committee felt it had operated
effectively. However, during our discussions on succession planning,
we agreed that the Board would benefit from having even greater
visibility of the senior executives below Board and Group Executive
Committee level, to increase the Board’s awareness of those senior
executives within the Group who have the potential to become future
leaders of the organisation. As a result, we have reviewed our terms
of reference so that, from 2011, we will consider the overall succession
planning process for key senior executive positions and, in particular,
will look at the succession plans that are in place for the heads of our
principal business units.
Appointing a new Chief Executive
We began our search for a successor to John Varley by drawing up the
role requirements for the Chief Executive position, covering both the
general background/experience required and the desired attributes
across a range of key competencies. Essential, of course, was that
the next Chief Executive should have financial services experience
and, given the size of our investment banking business following
the Lehmans acquisition, we felt that knowledge and experience
of investment banking would be essential. The attributes we sought
included a proven track record in strategic thinking, in business
leadership and execution of strategy, in leading and developing people
and building capability. We also sought candidates who could lead
and manage change, who could work with and influence multiple
stakeholders and who had a strong awareness of and commitment
to risk management, control and governance.
It was evident to us from an early stage that Bob Diamond was
a strong internal candidate to succeed John. Nonetheless, it
was important that we tested the market and we conducted a
benchmarking exercise against potential external candidates, who
were identified with the assistance of a search consultant, before
coming to a recommendation. We also felt that, if possible, the
exercise should be carried out discreetly in order to minimise any
risk of disruption to the business, Having fully tested the market and
assessed all candidates against the role requirements, we agreed to
recommend to the Board the appointment of Bob Diamond as the
next Chief Executive. The recommendation followed meetings
between Bob and all the non-executive Directors in order that he
could set out his vision and strategic priorities for the Group and
respond to questions and challenge.
We announced on 7th September 2010 that Bob would succeed
John on 1st April 2011 following a transition and handover period.
I am pleased to say that the transition period went smoothly and
we were able to bring forward the handover date to 1st January 2011,
which we announced on 17th December 2010.
Fig. 7: Board Corporate Governance and Nominations Committee
allocation of time
2010
%
2009
%
1
2
3
4
5
1Corporate Governance Matters 29 31
2Board and Committee Composition 13 20
3Succession Planning 34 29
4Board Effectiveness 17 13
5Other 77
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