Barclays 2012 Annual Report Download - page 53

Succession planning
 discussed succession planning for the position of Chief Executive and
for the Executive Committee and reviewed potential candidates for
these roles;
 reviewed the Group’s succession and talent management
programme below Board level;
 reviewed and discussed the processes, overall methodology and
contingency plans in place for senior strategic roles; and
 received updates on Barclays graduate recruitment and training
programme, including an update on gender diversity.
Corporate governance
 reviewed Barclays corporate governance disclosures in the 2011
annual report and considered the proposed disclosures for the 2012
annual report;
 reviewed and discussed Barclays approach to Board and Committee
induction and development;
 received updates on significant corporate governance developments
in the UK and EU and how these might impact Barclays;
 carried out an annual review of the Directors’ Interests Register to
ensure that an effective process for authorising conflicts is in place
and authorised conflicts have been dealt with appropriately;
 reviewed and discussed issues raised at corporate governance
meetings held with institutional investors and investor bodies; and
 reviewed the effectiveness of the Committee and proposed changes
to its terms of reference following a review against best practice.
Board effectiveness
 discussed and approved the proposed actions to be taken in
response to the findings of the 2011 Board Effectiveness Review. The
Committee also reviewed reports on the status of the action plan to
monitor the progress being made;
 reviewed the status of actions being taken in response to the findings
of the FSA’s review of Barclays Board governance as part of its Core
Prudential Programme, on which it reported in early 2012; and
 reviewed the market for board effectiveness facilitators and agreed to
re-appoint Egon Zehnder.
Statement on diversity policy
Board diversity, in particular, gender diversity, continues to be a
topic of much discussion. The Board believes that diversity is
important for board effectiveness. However, diversity is much
more than the issue of gender, and includes diversity of skills,
experience and background. In response to Lord Davies’s report
on Women on Boards, Barclays published a Board Diversity
Policy in April 2012, which sets out Barclays approach to
diversity on the Board. The Board Diversity Policy can be found in
the Corporate Governance section of Barclays website. All
Barclays Board appointments are made on merit, in the context
of the skills and experience the Board as a whole requires to be
effective. Nevertheless the Board is aiming to ensure that at least
20 per cent of the Board is made up of women by the end of
2013 and for that position to have exceeded 25 per cent by the
end of 2015. Women currently represent 15% of the Board.
Diversity in relation to employees of the Barclays Group is
covered by Barclays Equality and Diversity Charter and more
information on diversity across Barclays can be found in the
People section on page 71.
Committee Effectiveness
The performance of the Committee is reviewed each year as part
of the Board Effectiveness Review.
Following the 2011 annual effectiveness review of the
Committee, the Committee improved the induction process for
its new members by committing to implement a bespoke
induction for any new member, to be agreed by the Company
Secretary with the Chairman and the new member. The
Committee also provided more opportunities for members to
bring items onto the Committee agenda, such as including the
Committee’s annual forward agenda with the papers for each
meeting.
The 2012 review concluded that the Committee continues to
operate effectively, although there was a slight diminution in the
overall score.
Priorities for 2013
In 2013, the Committee will continue to carry out regular reviews
of the balance of skills and experience on the Board against the
skills matrix that has been developed and will seek to make
further progress towards achieving the Board diversity targets
that have been set. Executive succession will continue to be high
on the Committee’s agenda.
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