Barclays 2011 Annual Report Download - page 59

Part C: Additional disclosure information
Board Remuneration Committee remit and membership
The Committee provides governance and strategic oversight of
remuneration. The Committee’s terms of reference are available online at
www.barclays.com/corporategovernance. The terms of reference were
revised in February 2011 to take account of regulatory and corporate
governance developments. The Committee met formally eight times
during 2011. The Committee Chairman reported to the Board on the
substantive issues discussed at each meeting. In addition to the formal
meetings, the Committee members frequently consult between meetings
and meet informally. The Committee Chairman consulted with
shareholders and representative bodies during 2011. This included, in line
with our commitments under Project Merlin, engaging with shareholders
to ensure that their views and opinions were fully understood ahead of the
Committee reaching its decisions.
The members of the Committee during 2011 were Sir Richard Broadbent
(Committee Chairman until 30 June 2011), Alison Carnwath (Committee
Chairman from 1 July 2011), Marcus Agius (Group Chairman), Simon
Fraser and Sir John Sunderland. Details of members’ attendance are
shown in Table 3. The non-executive Directors who are Committee
members are considered by the Board to be independent of management
and free from any business or other relationship that could materially
affect the exercise of their independent judgement. Marcus Agius was
considered independent on appointment to the Board.
The outcome of the 2011 Board Effectiveness Review showed that the
Committee operated effectively in 2011. Figure 1 sets out how the
Committee's time was allocated in 2011.
Advisors
The Committee’s work is supported by independent professional advice.
The Committee reviews the appointment of advisors each year. In 2011
Towers Watson was re-appointed by the Committee as its advisor until
February 2012. Johnson Associates, Inc. was appointed by the Committee
as its advisor from March 2012. Any potential conflicts of interest the
advisors may have are disclosed to the Committee. In addition to advising
the Committee, Towers Watson provided remuneration benchmarking
data to the Group. Towers Watson also provided pension advice as the
appointed advisor to the trustee of the UK Retirement Fund. The Chief
Executive, the Human Resources Director, the Compensation and Benefits
Director and, as necessary, members of the Executive Committee, also
advised the Committee, supported by their teams. No Barclays employee
is permitted to participate in discussions or decisions of the Committee
relating to his or her own remuneration.
Barclays Remuneration Policy
The Remuneration Policy provides a framework for the Committee in
carrying out its work, including remuneration decisions for executive
Directors and Code Staff. The aims of the Remuneration Policy are to:
1. Attract and retain those people with the ability, experience and skill to
deliver Barclays strategy;
2. Create a direct and recognisable alignment between the rewards and
risk exposure of shareholders and employees;
3. Incentivise employees to deliver sustained performance consistent with
strategic goals and appropriate risk management, and to reward
success in this;
4. Deliver remuneration that is affordable and appropriate in terms of
value allocated to shareholders and employees; and
5. Encourage behaviour consistent with Barclays guiding principles.
More details on the Remuneration Policy including Barclays guiding
principles can be found at www.barclays.com/investorrelations. The
Committee reviews the Remuneration Policy to ensure that Barclays
remuneration remains competitive and provides appropriate incentive for
performance. To ensure appropriate operation of the Remuneration Policy,
the Committee has established remuneration governance frameworks for
each major business and for the Group. The frameworks are forward
looking and are based on financial metrics, including key remuneration
ratios, that assess the current and future affordability of remuneration.
The frameworks are designed to ensure that remuneration is managed in
a way that is consistent with delivering the strategy and performance of
Barclays and each of the businesses, whilst maintaining capital strength.
For individual remuneration decisions made by the Committee, including
the decisions for executive Directors, the level of remuneration across
Barclays and each of the businesses is taken into account. The combined
potential remuneration for the executive Directors and for senior
employees from bonuses and long term incentive awards outweighs the
fixed component of remuneration, and is subject to individual and
business performance. This means that the majority of remuneration is
risk adjusted.
Table 3: Committee attendance
Member Meetings
eligible to
attend
Meetings
attended
Sir Richard Broadbent 66
Alison Carnwatha86
Marcus Agius 88
Simon Fraser 88
Sir John Sunderlanda87
Secretary
Patrick Gonsalves
a Unable to attend due to prior commitments. In the case of Alison Carnwath the meetings
not attended were meetings prior to her becoming Committee Chairman.
1
2
3
Figure 1: Committee’s allocation of time %
2011 2010
1 Incentive awards 43 49
2 Compensation frameworks
and policy 39 42
3 Financial performance,
risk and regulation 18 9
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 57
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