Barclays 2014 Annual Report Download - page 57

barclays.com/annualreport Barclays PLC Annual Report 2014 I 55
Governance: Directors’ report
What we did in 2014
Board Corporate Governance and Nominations Committee Report
‘The Committee will need to ensure that the Group’s
governance framework can respond to the proposed
structural reform changes.’
Dear Shareholders
2014 was a year of great activity for the Committee. In addition to its
key responsibility of assuring we have an effective Board and Board
Committees in place, the Committee examined the implications arising
from the recommendations made by the Parliamentary Commission on
Banking Standards and the proposals made by the PRA for structural
reform of banking groups.
During 2014 we announced the appointment of three new independent
non-executive Directors, including John McFarlane, who will succeed
me as Chairman in April 2015. In terms of Board Committee
composition, membership has been refreshed and we discussed the
importance of ensuring that we are able to identify successors to the
current Board Committee Chairmen.
In addition, we have focused on executive succession and much work
has been done to assess the strength and capability of the Senior
Leaders Group, which is increasingly functioning as a cohesive team.
There is also a much greater focus on values and culture in recruitment
and talent assessments, with hiring decisions being made on the basis
of fit with our values.
There have also been some notable successes in the diversity agenda,
with external recognition for our approach to gender diversity and
progress being made on plans to place high-potential women as
non-executive directors on external boards.
Committee performance
The Committee directed the annual review of the effectiveness of the
Board and its Committees, including its own. The Board concluded that
the Committee is operating effectively. Please see the Board evaluation
report on pages 60 and 61 for more details.
Looking ahead
The Committee will need to ensure that the Group’s governance
framework can respond to the proposed structural reform changes,
which will impact the way the Group is structured. We will also need to
ensure that the Group has the depth and breadth of talent to succeed,
particularly given the impact of regulatory change on management
responsibilities and remuneration, which will impact the talent pool
available to banks at a time when the competition for good, credible
candidates will increase.
Sir David Walker
Chairman, Board Corporate Governance and Nominations Committee
2 March 2015
Committee composition and meetings
The Committee is composed solely of independent non-executive
Directors. Sir David Walker, as Chairman of the Board, is also Chairman
of the Committee. Mike Ashley, Tim Breedon, Reuben Jeffery and Sir
John Sunderland, being the Chairmen of each of the other Board
Committees, and Sir Michael Rake, the Deputy Chairman and Senior
Independent Director, are also members of the Committee. Details of
the skills and experience of the Committee members can be found in
their biographies on pages 34 and 35.
During 2014, there were three meetings of the Committee and
attendance by its members is shown below. The chart on page 57
shows how the Committee allocated its time during 2014. Committee
meetings were attended by the Group Chief Executive with the HR
Director, the Global Head of Learning & Talent and representatives from
Spencer Stuart presenting on specific items.
Member Meetings attended/eligible to attend
Sir David Walker 3/3
Mike Ashley 3/3
Tim Breedon 3/3
Reuben Jeffery III (from 1 April 2014) 2/2
Sir Michael Rake 3/3
Sir John Sunderland 3/3
Note
The Chairman and the Chief Executive Officer, Antony Jenkins, who attends each
meeting, excused themselves when the Committee focused on the matter of succession
to their roles.
Committee role and responsibilities
The principal purpose of the Committee is to:
Q Support and advise the Board in ensuring that the composition of the
Board and its Committees is appropriate and enables them to
function effectively;
Q Examine the skills, experience and diversity on the Board and plan
succession for key Board appointments, planning ahead to deal with
upcoming retirements and to fill any expected skills gaps;
Q Provide oversight, at Board level, of the Group’s talent management
programme and diversity and inclusion initiatives;
Q Agree the annual Board effectiveness review process and monitor the
progress of any actions arising; and
Q Keep the Board’s governance arrangements under review and make
appropriate recommendations to the Board to ensure that they are
consistent with best practice corporate governance standards.
You can find the Committee’s terms of reference at
barclays.com/corporategovernance
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information