Barclays 2012 Annual Report Download - page 96

Remuneration Committee
Role, membership and activities of Barclays Board Remuneration Committee
This section explains how the Committee discharges its responsibilities, and gives details of the Committee’s
membership, its terms of reference and its activity during 2012.
Board Remuneration Committee
Chairman and members  Sir John Sunderland, Committee member since 1 July 2005, Committee Chairman since 24 July 2012
 Sir David Walker, Committee member since 1 September 2012
 Simon Fraser, Committee member since 1 May 2009
 David Booth, Committee member since 1 July 2012
 Tim Breedon, Committee member since 1 December 2012
 Alison Carnwath stood down as Committee Chairman with effect from 24 July 2012
 Marcus Agius stood down as a Committee member with effect from 12 July 2012
(all current members are
considered independent by
the Board)
Remit  The Committee exercises oversight of remuneration as described in more detail below
Terms of Reference  The Committee is responsible for setting the over-arching objectives, principles and parameters of
remuneration policy across the Group
 It has specific responsibility for approving remuneration of executive Directors, members of the Group and
business Executive Committees, Code Staff and any other employees with total remuneration of £1m or more
 It considers and approves buy-outs of forfeited rights for new hires of £1m or more, and packages on
termination where the total value is £1m or more
 The Committee also reviews the policy relating to all remuneration schemes including pensions, and considers
and approves policies to promote the alignment of the interests of shareholders and employees. It is also
responsible for the selection and appointment of remuneration consultants. The Terms of Reference are at
www.group.barclays.com/about-barclays/about-us/the-board-committees or from the Company Secretary on
request
Number of meetings  Normally four or five scheduled meetings per year
 Seven meetings were held during 2012
External
advisors
 The Committee takes into account independent advice and appraisals of latest market data when considering
incentive levels and remuneration packages against the background of its policy of not paying more than is
necessary. Towers Watson advised the Committee in 2011 and up to February 2012, and was re-appointed as its
independent advisor in October 2012. Towers Watson also provides remuneration data to the Group and
pensions advice and administration services to the Barclays Bank UK Retirement Fund. The advice provided by
Towers Watson to the Committee is independent. Towers Watson is a signatory to, and its continuing
appointment as adviser to the Committee is conditional on adherence to, the voluntary UK Code of Conduct for
executive remuneration consultants
 Johnson Associates, Inc. provided advice to the Committee between February 2012 and October 2012
Internal input  Group Chief Executive and, as necessary, members of the Executive Committee
 Company Secretary
 Human Resources Director
 Reward and Performance Director
 Regular updates on Group and business financial performance and the Group’s risk profile were provided by the
Group Finance Director and Chief Risk Officer respectively
 No Barclays employee or Director participates in discussions or decisions of the Committee relating to his or her
own remuneration
Committee attendance in 2012
Meetings eligible to attend
Sir John Sunderland
Sir David Walker
Simon Fraser
David Booth
Tim Breedon
Alison Carnwath
Marcus Agius
Attended Did not attend
barclays.com/annualreport94 I Barclays PLC Annual Report 2012