Barclays 2012 Annual Report Download - page 46

Corporate governance report
Effectiveness
Board composition, qualification and independence
The composition, experience and balance of skills on the Board are
regularly reviewed to ensure that there is the right mix on the Board
and its committees and that they are working effectively. There are
currently 13 Directors on the Board, which comprises an independent
Chairman, two executive Directors and ten independent non-executive
Directors. The current members of the Board have a wide range of skills
and experience. Diversity, including gender diversity, is important for a
Board to be effective. A chart showing the gender representation on the
Board can be found on page 42. More information on Barclays Board
diversity policy can be found on page 51.
The balance of the Board is illustrated on page 42
Director independence
The Board Corporate Governance and Nominations Committee and the
Board consider and review the independence of each non-executive
Director on an annual basis as part of the Directors’ performance
evaluation. In carrying out the review, consideration is given to factors
such as length of tenure and the ability of the Director to provide
objective challenge to management. The behaviours that the Board
considers to be essential indicators of independence are set out in
Barclays Charter of Expectations. Following the annual review for 2012,
the Board concluded that each of the non-executive Directors reviewed
continues to demonstrate those behaviours and is considered by the
Board to be independent.
Directors’ external activities and conflicts of interest
Directors have a statutory duty to avoid situations in which they have
or may have interests that conflict with those of Barclays, unless that
conflict is first authorised by the Directors. This includes potential
conflicts that may arise when a Director takes up a position with
another company. Barclays Articles of Association allow the Board to
authorise such potential conflicts, and there is in place a procedure to
deal with any actual or potential conflict of interest. The Board deals
with each appointment on its individual merit and takes into
consideration all the circumstances. Prior to taking on additional
responsibilities or external appointments, Directors are obliged to obtain
authorisation and it is their responsibility to ensure that they will be able
to meet the time commitment expected of them in their role at Barclays.
All potential conflicts approved by the Board are recorded in an Interests
Register, which is reviewed on an annual basis by the Board Corporate
Governance and Nominations Committee to ensure that the procedure
is working effectively. Following a review of the Interests Register in
early 2013, the Committee concluded that all the potential conflicts as
registered have been considered thoroughly and appropriately.
Executive Directors may take up only one FTSE 100 non-executive
directorship and are allowed to retain any fees they receive for
such appointments. Antony Jenkins and Chris Lucas do not hold
any such directorships.
Director re-election
With the exception of Sir Andrew Likierman, who will be standing
down at the Company’s Annual General Meeting (AGM) to be held on
25 April 2013, all Directors including Sir David Walker, Antony Jenkins,
Tim Breedon and Diane de Saint Victor, who were all appointed since
the last AGM, will each submit themselves for re-election at the AGM.
Biographical details of each of the Directors, together with details of
their skills and experience, may be found on pages 67-69. Following
a rigorous performance evaluation of each Director and the Board as
a whole, excluding recent appointees Diane de Saint Victor and Tim
Breedon, all Directors are considered by the Board to be fully effective.
For more detailed information on Board evaluation
please see page 48-49
Succession planning and Board appointments
The Board recognises the need to ensure that the Board and executive
management are always well resourced, with the right people in terms
of skills and experience to deliver the Company’s strategy. Board
composition is regularly reviewed to ensure the Board is refreshed
progressively. Factors considered include length of tenure, background,
experience, including industry and geographical experience, and
diversity.
The length of tenure of the current non-executive Directors and
their geographical experience and background is illustrated on
page 42
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 details on the role of the Board Corporate Governance and
Nominations Committee are given on pages 50-51
In July 2012, the Company announced that Marcus Agius would resign
as Chairman and that a successor was being sought. Following a
search, led by Sir John Sunderland with the assistance of MWM
Consulting, an external search agency, Sir David Walker was appointed
as a non-executive Director with effect from 1 September 2012 and
succeeded Marcus Agius as Chairman with effect from 1 November
2012. Following the resignation of Bob Diamond in July 2012, a search
for a new Group Chief Executive commenced, led by the then
Chairman, Marcus Agius and with the close involvement of the then
Chairman-designate, Sir David Walker and the Deputy Chairman,
Sir Michael Rake. The search was conducted with the assistance of
Spencer Stuart, an external search agency. Antony Jenkins was
subsequently appointed as a Director and as Group Chief Executive
with effect from 30 August 2012. Sir John Sunderland and Sir David
Walker report on the search for a new Chairman and a new Group
Chief Executive, respectively, on the following pages.
Tim Breedon was appointed as a non-executive Director with effect
from 1 November 2012, having been identified in early 2012 as a
potential candidate by the Board Corporate Governance and
Nominations Committee itself, which had concluded there was a need
to appoint a current or recent Chief Executive to the Board. Diane de
Saint Victor was appointed as a non-executive Director with effect from
1 March 2013, having been identified as a potential candidate by MWM
Consulting. Both were assessed against the required skills and
competencies that the Board Corporate Governance and Nominations
Committee had identified as being desirable. Tim was previously Chief
Executive of Legal & General Group plc and has over 25 years
experience of working in the insurance industry. He brings to the Board
a significant knowledge of regulatory issues and a wealth of financial
services experience in addition to his experience as a chief executive.
Diane is General Counsel of ABB and has a background in legal and
regulatory matters and in leading cultural change. Her experience will
bring a valuable perspective to the Board as the Transform Programme
is implemented and Barclays new Purpose and Values are embedded.
The external agencies named above have no other connection with
Barclays other than to provide executive recruitment services.
barclays.com/annualreport44 I Barclays PLC Annual Report 2012