Barclays 2012 Annual Report Download - page 51

Evaluation of Board performance
To improve the effectiveness of the Board and its Committees, as well
as that of each individual Director, a formal and rigorous Board review
is undertaken on an annual basis. This review has been externally
facilitated since 2004. This formal process enables the Board to
monitor trends in responses to questions and track progress made
against action plans. On an annual basis, Barclays approach to Board
evaluation is benchmarked against the practices of other companies in
the FTSE 20 to ensure that Barclays remains at the forefront of best
practice. The Board Corporate Governance and Nominations
Committee is responsible for overseeing the process and for
monitoring any action plans on behalf of the Board.
For 2012, the Board evaluation process was conducted by Egon
Zehnder International (Egon Zehnder), who used a short questionnaire
covering similar themes to previous years’ evaluations, although the
main part of the evaluation process took the form of structured
interviews with Directors and members of the Executive Committee.
While Egon Zehnder is an executive search agent, it did not undertake
any Barclays Board searches during the year and the Board believes
that it provides an impartial and objective board evaluation service.
The 2012 Board evaluation reviewed the events of 2012, in particular,
those culminating in the resignations of Marcus Agius and Bob
Diamond. The voting at Barclays 2012 AGM was also considered as
part of the evaluation process and Egon Zehnder held interviews with a
selection of Barclays major shareholders. The substantial changes in
the Board in 2012 inevitably complicated the performance evaluation
process, but key themes were identified and form the basis of the
action plan for 2013 as follows:
 Enhancing the relationship between the Board and the Executive
Committee following changes in both Board and Executive
Committee composition in 2012;
 Ensuring that the working relationship between the Chairman and
CEO is strong in recognition of the critical importance of this
relationship to the effectiveness of the Board as a whole;
 Ensuring that the Board has greater line of sight into the views of key
stakeholders. Informal meetings with Barclays regulators have
started and will continue, in both the UK and US;
 Rebuilding trust with stakeholders with regard to Barclays
remuneration policy, particularly in light of voting at the 2012 AGM.
Extensive consultation took place with stakeholders during 2012 and
will continue into 2013;
 Ensuring that an appropriate balance of skills, experience and
diversity on the Board is maintained. Two new non-executive
Directors have been recently appointed and further appointments are
envisaged in 2013;
 Further improving the quality of information flows to the Board to
achieve an appropriate balance between data and analysis; and
 Enhancing succession planning for key Board positions, in particular,
continuing to ensure that the Board builds its knowledge and
understanding of the depth of talent in the business.
barclays.com/annualreport Barclays PLC Annual Report 2012 I 49
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