Barclays 2013 Annual Report Download - page 77

Corporate governance report
Board Corporate Governance and Nominations Committee
Board Corporate Governance and
Nominations Committee Report
‘We seek to ensure that Barclays has the
right people in place to achieve its goal of
becoming the ‘Go-To’ bank.’
Sir David Walker
Chairman, Board Corporate Governance and Nominations Committee
2013 saw the Committee focus on Board and Board Committee
composition and succession planning, resulting in a number of new
appointments to the Board and changes to Board Committee membership,
including the appointment of new chairmen for the Board Audit Committee
and Board Financial Risk Committee. We also saw significant progress
towards our Board Diversity targets, achieving our 2013 target of having
20% of the Board comprised of women by 2013. More information about
Board Diversity can be found on page 57 and our Board Diversity Policy is
available on our website, Barclays.com.
Executive succession and talent management occupied a substantial
amount of time at each of the Committee’s meetings in 2013, as we seek to
ensure that Barclays has the right people in place to achieve its goal of
becoming the ‘Go-To’ bank. You will learn more about the Committee’s
activities in respect of talent management in the ‘Governance in Action’
section, opposite.
Role and responsibilities
The Committee is responsible for ensuring that the composition of the
Board and its Committees is appropriate and enables them to function
effectively. This requires us to regularly examine the skills, experience
and diversity on the Board and each Committee and look ahead at any
upcoming retirements. Where we identify gaps, either in the short,
medium or longer term, it is our role to find a way to fill those gaps by,
for example, identifying and recommending new Directors, or
recommending changes in Committee membership. Succession planning
for key Board positions, such as the Group Chief Executive, Senior
Independent Director and Committee Chairmen, forms a part of our
wider remit.
In addition to our responsibility for talent at Board level, we are
responsible for the oversight of the Group’s Talent Management
Programme.
We are responsible for agreeing the annual Board effectiveness review
process and monitoring any actions arising. We also keep abreast of
corporate governance issues and developments to ensure that Barclays’
practices remain in line with best practice.
Committee composition
As Chairman of the Board, I also Chair the Board Corporate Governance
and Nominations Committee. Joining me on the Committee are the
Chairmen of each of our other Board Committees and the Deputy
Chairman. During 2013 there were four members in total and our
names and attendance at meetings during 2013 are set out in the
table opposite.
Committee composition
Membership of the Committee and attendance at meetings in 2013 is
set out below:
Member
Meetings attended/eligible
to attend
Sir David Walker (Chairman) 
David Booth (to 31 December 2013) 
Sir Michael Rake 
Sir John Sunderland 
Attended Did not attend
Note
Mike Ashley and Tim Breedon joined the Committee with effect from 1 January 2014.
Our Group Chief Executive Officer, Antony Jenkins, also attends each meeting, although
he will excuse himself if the matter of succession to his role is discussed. The Chairman
will excuse himself if the matter of succession to his role is discussed.
Board Corporate Governance and Nominations Committee
Allocation of Time (%)
1
2
3
5
2013 2012
1 Corporate Governance Matters 22 21
2 Board & Committee Composition 19 32
3 Succession planning and Talent 43 29
4 Board Effectiveness 13 14
5 Other 4 4
4
The Committee’s terms of reference are available at
Barclays.com/corporategovernance
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