Barclays 2013 Annual Report Download - page 58

Corporate governance report
Board Governance Framework continued
How has the Board changed?
The Board went through a period of planned refreshment during 2013,
with five new Directors joining and three retiring.
We announced in early 2013 that Chris Lucas, our Group Finance
Director, planned to retire for health reasons and had agreed to remain
in position until we found a suitable successor. Being a key executive
Board position, it was vital that the search was thorough and we
subsequently announced in July 2013 that Tushar Morzaria would join
the Board as Group Finance Director. An interim Group Finance
Director was appointed in August 2013 to cover the period after Chris
Lucas’s retirement was brought forward on health grounds and prior to
Tushar Morzaria’s arrival in October 2013.
The Board is made up of a majority of independent non-executive
Directors and we recognise the importance of ensuring that we have an
appropriate balance of skills, experience and diversity, as well as
independence. The Board Corporate Governance and Nominations
Committee has identified the key skills and experience required for the
Board to function effectively, which are recorded on a skills matrix. This
sets out the core competencies, skills and diversity that are desired for
the Board, including financial services, experienced chief executives
from other industries and experience of the main geographical markets
in which Barclays operates, together with target weightings for each.
The extent to which each of these is represented on the Board is
monitored by the Board Corporate Governance and Nominations
Committee on an on-going basis using the agreed skills matrix.
Using the skills matrix, and having considered likely future Board and
Board Committee requirements, the Board Corporate Governance and
Nominations Committee identified specific areas in which the Board
would benefit from additional experience. All appointments to the
Board are made on merit, taking into account skills, experience,
independence and diversity, including gender. The following
appointments were agreed by the Board in 2013:
 Diane de Saint Victor joined the Board as a non-executive Director
with effect from 1 March 2013, bringing with her a wealth of
regulatory and legal experience, particularly in the US, and
geographic experience from Europe;
 Mike Ashley’s appointment to the Board as a non-executive Director
was announced in April 2013. This followed a search for a financial
expert to strengthen the membership of the Board Audit Committee
following Sir Andrew Likierman’s retirement at the AGM in April 2013
and to provide succession for Sir Michael Rake as Chairman of that
Committee. Mike Ashley is a highly experienced former auditor, with
a valuable breadth of experience, including risk management and
investment banking. He joined the Board on 18 September 2013 and
succeeded Sir Michael Rake as Board Audit Committee Chairman
with effect from 1 January 2014;
 Frits van Paasschen, who joined the Board as a non-executive
Director on 1 August 2013, has extensive knowledge of the retail
sector and brings a global outlook with specific geographic
experience from the US, Europe and Africa. He is a serving Chief
Executive Officer, contributing a valuable strategic and commercial
perspective; and
 Wendy Lucas-Bull joined the Board as a non-executive Director on 19
September 2013, bringing valuable direct banking experience, in
depth knowledge of banking in Africa and a good understanding of
Conduct risk. Wendy is chairman of Barclays Africa Group, which is
majority owned by Barclays. The UK Corporate Governance Code (the
Code) suggests that such a business relationship should be
considered when determining a non-executive Director’s
independence. The Board considers that Wendy demonstrates the
essential characteristics of independence expected by the Board and
set out in Barclays’ Charter of Expectations, but has decided not to
designate her as an independent Director for the purposes of the
Code. The Board continues to be made up of a majority of
independent non-executive Directors.
In early 2014, we announced the appointment of Steve Thieke as a
non-executive Director. His appointment brings to the Board significant
experience in financial services, across regulation, investment banking
and risk management, as well as substantial board level experience in
both executive and non-executive roles.
Given the number of new Directors that have joined our Board, it is vital
that they are provided with an effective, tailored induction aimed at
providing each of them with the information they need to know in
order to become as effective as possible in the shortest time possible.
Our induction programmes are therefore designed to allow the new
Director to build quickly:
 An understanding of the nature of Barclays, its business and the
markets in which it operates and the opportunities and challenges for
each Business Division
 A link with Barclays’ people
 An understanding of the relationships with Barclays’ main
stakeholders, such as customers and clients, shareholders and
regulators
Our induction programmes typically comprise a series of meetings with
the head of each of Barclays’ major business divisions and Group
functions. This allows the new Director to meet the business and
function heads with responsibility for implementing the Board’s
strategy and to discuss specific matters affecting that business or
function. On completion of the induction programme, the new Director
should have sufficient knowledge of the opportunities and challenges
facing Barclays to enable them to fully contribute to the Board’s
strategic discussions and oversight of the business. The following is an
example of a typical induction programme; where a Director is joining a
Board Committee, either as a member or as Committee Chairman, this
programme is supplemented by a specific, tailored Committee
induction programme:
barclays.com/annualreport
56 Barclays PLC Annual Report 2013