Barclays 2012 Annual Report Download - page 97

Remuneration Committee activities in 2012
The following provides a summary of the Committee’s activities during 2012 and during the January and February 2013 meetings when 2012
remuneration decisions were finalised. The performance of the Committee is reviewed each year as part of the Board Effectiveness Review. This
year’s review concluded that the Committee continues to operate effectively. There was a diminution in overall score partly as a result of the
increase in votes against the 2011 remuneration report. In discharging its responsibilities for executive Director remuneration, as well as
considering the 2012 remuneration decisions outlined in this report, the Committee exercised its discretion in relation to the terms of Bob
Diamond’s termination of employment and the terms of Antony Jenkins’ appointment as Group Chief Executive.
Board Remuneration Committee activities
February 2012  Final 2011 incentive funding
 Executive Director and senior executive remuneration
 Risk adjustment and malus
 2011 Remuneration Report
 Update on international mobility
 Review of payround analytics
March & May 2012  Review of Committee effectiveness
 Review of Committee’s Terms of Reference
 Compensation trend analysis
 Barclays LTIP review
 Employee opinion survey update
July 2012
(2 meetings)
 Lookback on 2011/12 payround and initial 2012 incentive projections
 Remuneration of senior individuals
October 2012  Appointment of external Committee advisor
 Update on pension and benefits
 Forecast 2012 incentive funding
 Operation of malus
 FSA Remuneration Policy Statement and Code Staff
 Update on all employee share plans
December 2012  Approach to executive Director pensions
 2012 incentive funding proposals
 Initial considerations on senior executive remuneration
 Barclays LTIP 2013 design
 Update on Absa Remuneration Committee activity
January & February 2013  Final 2012 incentive funding
 Executive Director and senior executive remuneration
 Revised remuneration policy and 2012 Remuneration Report
 Risk adjustment and malus
 Compensation projections
 Update on international mobility
 Review of payround analytics
Regular items: finance and risk reports; market and stakeholder updates including FSA, US Federal Reserve and other regulatory matters; LTIP
performance updates; hiring and leaver updates.
Shareholder engagement
The Committee was concerned at the disappointing level of support for last year’s remuneration report. At the April 2012 Annual General Meeting
73% of the votes cast were in favour of the 2011 report, while 27% were against. The Committee is resolute in seeking to receive significantly
more votes in favour of this report at the 2013 Annual General Meeting.
The decisions we have made for 2012 and the policies we have set for 2013 and beyond show that determination. We recognise that remuneration
is an area of particular interest to shareholders and that in setting and considering changes to remuneration policy we must take into account
their views. Accordingly, a series of meetings were held in 2012 and early 2013 with major corporate shareholders and shareholder representative
groups (including the Association of British Insurers, National Association of Pension Funds and ISS). The Committee Chairman attended these
meetings, accompanied by senior Barclays employees (including the Reward and Performance Director and the Company Secretary). Matters
discussed included executive Director remuneration, the Barclays LTIP for 2013 and the enhancement of executive shareholding requirements.
Discussions also covered total compensation and incentive costs, and strategic matters such as remuneration strategy and the allocation of
distributable earnings between shareholders and employees. The Committee notes that shareholder views on some matters are not always
unanimous, but values the insight and engagement that these interactions and the expression of sometimes different views provide. This
engagement is not cosmetic. It has contributed directly to the decisions made by the Committee for 2012 and for 2013.
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