Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 168 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Board Nominations Committee report (continued) • continue to identify opportunities to The Committee’s interaction with the Board effectiveness review bring external perspectives into the Board, Board Committees and senior The 2022 Board effectiveness review Board. management is considered effective. The followed a structured interview process review noted that all Non-Executive with Board members. Review of Committee Directors had been invited to participate in effectiveness The full and frank feedback of interviewees certain Committee discussions during the provides important input into the further The 2022 effectiveness review of each course of the year, which was considered development of the performance and Committee was facilitated internally, as helpful, as was the approach of ensuring effectiveness of the Board, in particular in permitted by the Code. The internal review more strategic matters were discussed identifying areas in which the Board could involved completion of a tailored with the Board. be more effective. This feedback is shared questionnaire by Committee members Feedback indicated that concurrent with the Chairman and the other members and senior management. The review is an meetings of the BPLC and BBPLC Board of the Board by reference to the key important part of the way Barclays Nominations Committee continue to be themes and recommendations that have monitors and improves Committee appropriate. been identified. performance and effectiveness, maximising strengths and highlighting Individual Director effectiveness Feedback from 2022 review areas for further development. The results Feedback from this review indicated that All Directors in office at the end of 2022 of the review for the Committee are set the Board is operating well and effectively, were subject to an individual effectiveness out in the next section. with Board members commenting review. The Chairman considered each In addition to reviewing its own favourably on the open and collaborative Director’s individual contribution to the effectiveness, the Committee also culture of the Board, supported by the Board as well as any feedback received as reviewed the outcomes of the values-driven and inclusive style of the part of the broader Board and Committee effectiveness reviews conducted by the Chairman. The review indicated that Board effectiveness reviews. Board Audit, Remuneration and Risk composition is considered to be a The reviews were conducted by the Committees, which had also been strength, bringing together a range of Chairman and the Chairman’s review was conducted by way of tailored diverse and complementary backgrounds conducted by the SID. questionnaires. You can read about those and expertise. The Chairman’s critical role Based on these reviews, the Board reviews in the individual Committee in supporting the transition of the new accepted the view of the Committee that reports elsewhere in this Board Group Chief Executive and Group Finance each Director to be proposed for election Governance report. Director was commented on favourably, or re-election at the 2023 AGM continues with the review highlighting the positive Following consideration of the findings of to be effective and contributes to Barclays’ relationship between the Board and the 2022 Board and Board Committee long-term sustainable success. management, and an appropriate level of effectiveness reviews, the Committee support and challenge to management. Except for Mike Ashley, all of the current remains satisfied that the Board and each Directors of the Company, who will be Recommendations from 2022 review of the Board Committees are operating continuing in office, and Marc Moses in his effectively. The 2022 review outlined the following key capacity as a Director from 23 January recommendations: 2023, intend to submit themselves for Review of Nominations • in the context of what is understandably election or re-election at the 2023 AGM Committee effectiveness a structured meeting agenda, Board and will be unanimously recommended by The 2022 Committee effectiveness review members would welcome the the Board for election or re-election as was facilitated internally in accordance with opportunity for more unstructured appropriate. the Code. This internal review involved discussion of key areas of focus for the completion of a tailored questionnaire by Board - whether in regard to particular Committee members and standing matters on the agenda or other macro attendees, in line with the approach or external developments since the adopted for all Board Committees in 2022. previous meeting The review is an important part of the way • consideration should continue to be Barclays monitors and improves given to the structure of Board agendas Committee performance and to ensure that time allocations are effectiveness, maximising strengths and appropriate highlighting areas for further development. • continued focus on ensuring balanced The results of the review confirm the papers which clearly identify substantive Committee is operating effectively. It is points and key issues for the Board’s considered well constituted, providing an attention effective and appropriate level of challenge • continued focus on Committee and oversight of the areas within its remit. reporting to the Board, to ensure the Feedback acknowledged progress during Board has the right level of visibility on the year with regard to executive key areas of focus succession planning. • continue to identify opportunities for The review noted that sufficient time is more informal engagement between allocated to the matters within the the Non-Executive Directors and senior Committee's remit to enable appropriate executives outside the boardroom discussion and challenge.
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