Barclays 2015 Annual Report Download - page 62

60 I Barclays PLC Annual Report 2015 home.barclays/annualreport
Governance: Directors’ report
What we did in 2015
Board Nominations Committee reporta
Note
a The name of the Committee changed from the Board Corporate Governance and
Nominations Committee in June 2015
“The importance of people as a driving force in
sustaining a business over the long term.”
Dear Fellow Shareholders
I have often stressed the importance of people as a driving force in
sustaining a business over the long term through their expertise,
innovation and commitment. This is equally true of your Board, where it
is crucially important that we have strong leaders able to make tough,
strategic decisions while energising colleagues and galvanising them
into action. It is with this in mind that the Committee approached
appointments.
During 2015 we announced the appointment of two new non-executive
Directors and a new Group Chief Executive. Board Committee
membership was refreshed and we also took the opportunity to review
the composition and roles of the Board Committees. In addition, we
considered the requirements for independent non-executive directors for
the boards of our strategically significant subsidiaries, including those
that will be formed as the Group implements structural reform. We
continued to foster executive succession by supporting new initiatives
and by directly engaging with senior executives, for example, by
mentoring individual senior executives, in order to nurture high potential
individuals and help build a stronger succession pipeline.
The Committee was pleased that the Board achieved its target of having
25% female representation on the Board by the end of 2015. The target
has subsequently been increased to 33% by 2020. While we also
achieved our aspiration to reach 23% female representation within our
senior leadership population by the end of 2015, we recognise that we
need to sustain our focus to attract more senior women to Barclays and
to enable women to grow their careers with us. That will ensure we
reach our 2018 goal of 26% women in senior leadership roles. We
remain committed to maintaining the momentum of our gender
diversity programme.
Committee performance
As part of the annual Board effectiveness review, a separate exercise was
conducted to assess the Committee’s performance. The assessment
found that the Committee is performing effectively. Please see the report
on the Board effectiveness review on pages 66 and 67 for more details. I
would like to thank my fellow Committee members for their hard work
and support during 2015, particularly Sir Michael Rake, who chaired the
Committee during the period that I was Executive Chairman, and led the
search for a new Group Chief Executive.
Looking ahead
We are preparing to implement a new structure in 2016 which will
enable us to prepare for structural reform, simplify the organisation and
speed up execution of the individual business strategies. These changes
give us the opportunity to make sure that we have the right people in
senior roles and that we also take action to build strength in each of the
business executive teams for the longer term.
John McFarlane
Chairman, Board Nominations Committee
29 February 2016
Committee composition and meetings
The Committee is composed solely of independent non-executive
Directors. John McFarlane, as Chairman of the Board, is also Chairman of
the Committee. Mike Ashley, Tim Breedon, Crawford Gillies, being the
Chairmen of each of the other Board Committees, Reuben Jeffery III and
Sir Gerry Grimstone, 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 36 and 37.
During 2015, there were eight meetings of the Committee, including four
additional meetings on Group Chief Executive succession. Attendance
by members at Committee meetings is shown below. The chart on page
63 shows how the Committee allocated its time during 2015. Committee
meetings were attended by the Group Chief Executive or Executive
Chairman, with the HR Director, the Global Head of Leadership, Learning
& Talent, the Global Head of Diversity and Inclusion and representatives
from Spencer Stuart presenting on specific items.
Member Meetings attended/eligible to attend
Sir David Walker (Chairman until 23 April 2015) 2/2
John McFarlane (Chairman from 24 April 2015 –
16 July 2015 and from 1 December 2015)*
4/4
Sir Michael Rake (Chairman from 17 July 2015 to
1 December 2015)
8/8
Mike Ashley 8/8
Tim Breedon†7/8
Crawford Gillies (from 24 April 2015) 7/7
Reuben Jeffery III†6/7
Sir John Sunderland (until 23 April 2015) 2/2
* John McFarlane stood down as a member of the Committee during the period 17 July
– 30 November 2015, when he was Executive Chairman. No Director with executive
responsibilities may be a member of the Committee
† did not attend one meeting owing to prior business commitments
Note
The Chairman and the Group Chief Executive excuse themselves from meetings when
the Committee focuses on the matter of succession to their roles.
Committee role and responsibilities
The principal purpose of the Committee is to:
 support and advise the Board in ensuring that the composition of the
Board and its Committees is appropriate and enables them to function
effectively
 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
 provide oversight, at Board level, of the Group’s talent management
programme and diversity and inclusion initiatives
 agree the annual Board effectiveness review process and monitor the
progress of any actions arising, and
 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
home.barclays/corporategovernance