Barclays 2015 Annual Report Download - page 65

home.barclays/annualreport Barclays PLC Annual Report 2015 I 63
In addition the Committee covered the following matters:
 the review of non-executive Directors’ performance, independence
and time commitment as part of the Committee’s assessment of their
eligibility for re-election
 consideration of a new target for Board diversity beyond the end of
2015 in the Company’s Board Diversity Policy and recommended it to
the Board for approval
 updating of the Charter of Expectations and Corporate Governance in
Barclays
 proposals for the 2015 Corporate Governance Report
 its annual review of the Directors’ register of interests and
authorisations granted and
 changes to the Committee’s terms of reference.
Board Nominations Committee allocation of time (%)
2015 2014
1
2
3
451Corporate governance matters 17 21
2Board and Committee composition 24 20
3Succession planning and talent
(including CEO succession)
47 43
4Board effectiveness 611
5Other 65
Appointment and re-election of Directors
The Committee reviews Board and Board Committee composition,
including potential new non-executive Directors, at each of its meetings.
In addition to seeking successors for known retirements from the Board,
the Committee monitors the skills and experience the Group needs to be
able to deliver its strategic aims, to govern the Group appropriately, to
ensure that risks threatening performance are identified and either
addressed or mitigated and to set ‘the tone from the top’ in terms of
Barclays’ corporate culture and values. In 2015, the Committee also
focused on the need to identify non-executive directors to serve on the
boards of the Group’s strategically significant subsidiaries.
When considering a new appointment to the Board, the Committee
relies on assessments of the current and expected Board and Board
Committee composition, in order to assess the timeline for
appointments, and a skills matrix that identifies the core competencies,
skills, experience and diversity required for the Board to function
effectively, with target weightings for each attribute. These assessments
are regularly updated to take account of the Group’s needs over time.
The approach to recruiting new non-executive Directors is to create an
individual specification with reference to the role requirements, including
time commitment, the key competencies and behaviours set out in our
Charter of Expectations and the desired key skills and experience
identified from the skills matrix. The curriculum vitae and references of
potential candidates are assessed by the Committee as a whole, before
shortlisted candidates are interviewed by members of the Committee.
For certain Board positions, the Committee seeks engagement with key
shareholders and Barclays’ regulators as part of the selection process.
Feedback from these parties is taken into account before any
recommendation is made to the Board, which is kept informed of
progress throughout the selection and recruitment process. An
illustration of the rigorous process applied to appointments can be
found in the case study and timeline of the process to identify Jes Staley
as Group Chief Executive, which is set out on page 65.
Executive search firms MWM Consulting, Egon Zehnder International
and Spencer Stuart were instructed to assist with our Director searches
in 2015. None of these firms has any other connection with Barclays,
other than to provide executive recruitment services. Open advertising
for Board positions was not used during 2015, as the Committee believes
that targeted recruitment is the optimal way of recruiting for Board
positions.
Barclays announced the appointment of two new non-executive
Directors during 2015: Diane Schueneman and Sir Gerry Grimstone. In
addition, Barclays announced the appointment of Jes Staley as Group
Chief Executive. Each of them brings valued skills and experience which
contribute to the efficacy of the Board as a whole. As previously
reported, Diane Schueneman brings expertise in operations and
technology to the Board, which she gained in financial services
organisations, as well as wide-ranging experience of implementing
change and achieving turnaround in business success and profitability.
Sir Gerry Grimstone, who succeeded Sir Michael Rake as Deputy
Chairman and Senior Independent Director, is well known, commands
great respect within the financial services industry and brings immense
experience, integrity and knowledge to his roles at Barclays. Jes Staley
has the leadership skills and wide-ranging experience to deliver
shareholder value and to take the Group forward strategically and, in
particular, possesses a good understanding of corporate and investment
banking. Biographical information is provided on pages 36 and 37, with
further details available online at home.barclays
Changes in the composition of the Board and the Committee’s
reassessment of the structure, size and composition of the Board and its
Committees resulted in a refresh of the membership of Board
Committees, as well as their roles and responsibilities, during 2015.
Details of the changes are included in each of the Board Committee
reports.
The Directors in office at the end of 2015 were subject to an
effectiveness review, as described below. Based on the results of the
review, the Board accepted the view of the Committee that each Director
proposed for re-election continued to be effective and that they had
each demonstrated the level of commitment required in connection with
their role on the Board and the needs of the business.
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information