Barclays 2013 Annual Report Download - page 78

Corporate governance report
Board Corporate Governance and Nominations Committee continued
The Committee’s work
The Committee held four meetings in 2013, one of which was an
additional meeting to consider Executive Committee changes. The chart
opposite shows how the Committee allocated its time during 2013.
Board and Committee Composition and Succession Planning
As described on page 56, the Board went through a period of
significant refreshment in 2013, with five new Directors having joined,
and three having retired. This refreshment arose from a concerted
focus by the Committee on Board and Committee composition,
anticipating how it is likely to change, confirming its ideal size and the
appropriate mix of skills, experience and diversity and concluding what
changes were needed for the future. These issues were debated at each
of our scheduled meetings and our conclusions reported to the next
Board meeting. Actions agreed were implemented and followed up at
the next meeting. For example, we agreed that a search should
commence for a new non-executive Director with specific accounting
expertise to provide succession options for chairing the Board Audit
Committee. I ensured that the Committee was kept updated on
progress and sought their views, both in formal meetings and
informally. Mike Ashley was identified as a suitable candidate and was
interviewed separately by me, Antony Jenkins, Chris Lucas, our then
Group Finance Director, and other members of the Committee. The
Committee recommended Mike Ashley’s appointment to the Board on
the basis of positive feedback from all Board members who interviewed
him. Mike Ashley succeeded Sir Michael Rake as Chairman of Board
Audit Committee with effect from 1 January 2014.
The Committee had specific regard to the independence criteria set
out in the Charter of Expectations when considering the proposal that
Sir John Sunderland should remain on the Board until the 2015 AGM in
order to effect an orderly handover to a new Board Remuneration
Committee Chairman.
Executive search firms, MWM Consulting and Egon Zehnder
International, were instructed to assist with our Director searches in
2013. Neither external agency has any other connection with Barclays
other than to provide executive recruitment services. Open advertising
was not used in 2013 for Barclays non-executive Board positions, as we
believe that targeted recruitment, based on the agreed role and person
specification, is the optimal way of recruiting for these positions.
Board effectiveness
The Committee considered the process for the 2013 Board
Effectiveness Review early in the year. We have had our Board
Effectiveness Review externally facilitated each year since 2004 and we
debated whether we should continue with external facilitation, or
arrange an internally facilitated evaluation. We decided that we would
like to remain at the forefront of best practice and agreed to continue
with external facilitation. We also agreed to choose a new facilitator in
order to refresh the process and to allay any residual concerns there
may be around potential conflicts given our previous facilitator’s
executive recruitment business. After discussions with a number of
external service providers it was agreed to appoint Bvalco as the
external facilitator. Bvalco has no other connection with Barclays other
than to provide Board evaluation services.
We also monitored progress against the actions arising from the 2012
Board Effectiveness Review. I provide an update on this, and the
outcomes of the 2013 Board Effectiveness Review on page 58.
Corporate governance
We examined our proposed corporate governance disclosures in the
2012 Annual Report and debated whether it appropriately addressed the
issues given the LIBOR settlement in 2012 and subsequent events. Our
focus was on ensuring that our reporting was as transparent as possible.
We also discussed feedback that had been received from various
institutional investors and investor bodies on remuneration issues and
matters to be voted on at the 2013 Annual General Meeting.
The Committee also assessed the processes in place for authorising
Directors’ conflicts of interest and concluded that they had been
effective. The processes are described in ‘Corporate Governance in
Barclays’ available on our website, Barclays.com.
Sir David Walker
Chairman, Board Corporate Governance and Nominations Committee
3 March 2014
Governance in action
Talent management
We recognise that our people are our biggest asset and that we
have a responsibility to our stakeholders, including our
shareholders, customers and our people themselves, to ensure that
we recruit the best, effectively manage their potential and that there
are succession plans in place for key leadership positions. It is
therefore crucial that there is Board level oversight of talent
management.
We requested updates on talent management at each of our
scheduled meetings in 2013 so that we could scrutinise the new
multi-year talent strategy, which forms part of the Transform
programme, and satisfy ourselves that it was fit for purpose.
We confirmed that the strategy, which is aimed at ensuring that
Barclays has the right leadership now and for the future, is
appropriate and challenged management to make significant
progress on each of the identified initiatives.
Our discussions covered recruitment and talent management at all
levels including our ‘early career’ recruitment programmes (our
graduate recruitment and our apprenticeships programme),
ensuring the mobility and diversity of high potential employees,
including high potential women, and developing senior leaders.
Having challenged management to achieve a 50% female graduate
intake in the Investment Bank, a traditionally male-dominated
business area, management provided an update on the actions
being taken to widen the pool from which graduates are recruited
and to address perceptions of careers in financial services. These
include sponsorship of female university sports teams and societies,
partnerships with organisations involved in creating opportunities
for graduates and introducing a diversity objective to senior leaders’
objectives.
The Committee supported proposals to include a diversity metric in
our new Balanced Scorecard and to encourage cross-business and
cross-function moves. Internal mobility is being encouraged across
the Group for all high potential employees, particularly for high-
potential women, in order to ensure that career options are not
confined to a particular business or function.
Both management and the Committee recognise that increasing
diversity and developing talent are long-term objectives and we will
continue to scrutinise progress closely in 2014.
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76 Barclays PLC Annual Report 2013