Barclays 2014 Annual Report Download - page 68

66 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Directors’ report
Following appointment, we ask Directors to undergo an annual
assessment of their effectiveness to ensure that they continue to
provide a valuable contribution to the deliberations and decision-
making of the Board, and that they remain independent and free from
any conflicts of interest. The Directors subsequently offer themselves
for election or re-election, as the case may be, each year at our AGM.
Time commitment
We expect our non-executive Directors to commit sufficient time to
discharge their responsibilities. The time commitment is agreed on an
individual basis, as certain non-executive Directors, including the
Deputy Chairman, Senior Independent Director, Committee Chairmen
and Committee members, are expected to commit additional time in
order to fulfil these extra responsibilities. We also expect our Chairman
to expend whatever time is necessary to fulfil his duties, with the
chairmanship of Barclays taking priority over any other business time
commitment. The average time commitment for each role is set out
below:
Role Expected time commitment
Chairman 80% of a full-time position
Deputy Chairman 0.5-1 day a week
Senior Independent
Director
3-4 days a year
Non-executive Director 30-36 days a year (average)
Committee Chairmen 25-30 days (average)
In practice, the non-executive Directors’ time commitment exceeds
these expectations, particularly in the case of the Chairman and Board
Committee Chairmen. They must be able to commit significantly more
time to the role in exceptional circumstances. In addition to work
related to Board and Board Committee meetings, the Chairman and
non-executive Directors also take time to meet with executives, meet
with Barclays’ regulators, visit Barclays’ businesses and undertake
induction, training and evaluation.
Induction
On joining the Barclays Board, a new Director undergoes a tailored
induction programme which is designed to allow him or her to build
quickly:
Q 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;
Q A link with Barclays’ people; and
Q 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 debate specific matters affecting that business or
function.
As part of the process we ask the Directors to provide feedback and to
identify areas where they would appreciate further information. They
are also invited to have an existing Director on the Board as a mentor.
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.
Governance in action: the induction of
Crawford Gillies
‘My induction programme was wide-ranging,
providing a valuable introduction to Barclays.
I particularly appreciated the way in which the
programme was tailored to cover areas in which
I expressed specific interest.’
On taking up his appointment on 1 May 2014, in addition to his duties
as a Director and member of the Board Remuneration and Board
Audit Committees, Crawford undertook a programme of induction
spanning a six-week period.
In line with the normal process, he had in excess of 20 meetings
with members of the Group Executive Committee and the Senior
Leaders Group to familiarise himself with the business but also to
be briefed on the expectations of his role, the corporate governance
framework and the work of the Board Remuneration and Board Audit
Committees. With regards to the latter, Crawford also met with the
lead audit partner to obtain an overview of the audit of the Group. In
addition, Crawford attended a Barclays’ employee induction session
on values and culture, ‘Being Barclays’.
Following discussion with Crawford, a further period of induction was
arranged to cover topics on which he requested further information.
These covered:
Q A briefing on new Barclaycard technology and innovation;
Q Further insight into the investment banking business;
Q A further meeting with Mike Ashley as part of an overview of the
work of the Board Audit Committee;
Q A briefing on liquidity metrics adopted by Barclays;
Q Insights into asset valuation methodology;
Q An examination of proposed structural reform and recovery and
resolution plans;
Q Barclays’ processes in evaluating credit impairment; and
Q Meetings with external advisers (including the ‘Big Four’ audit
firms) to understand the key issues facing the banking sector.
In addition, Crawford took time to visit the Barclays Africa business
when in Johannesburg with the Board in November and visited the
PCB business at the Liverpool Branch in August.
Training and development
We provide all Directors with the opportunity to update and refresh
their knowledge throughout the year, to enable them to continue to
fulfil their roles as members of the Board and its Committees.
Barclays’ Directors are committed to continuing their development
during their term in office. The Chairman meets with each Director
individually to discuss their work with the Board and agree any
individual development requirements. We provide training
opportunities in a number of ways, from internal meetings with senior
executives and operational or functional heads, to dedicated briefings
on specific areas of responsibility within the business and external
training programmes.
How we comply