Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 157 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Board Nominations Committee report Overseeing effective composition, succession and evaluation Supporting the continued delivery of the Group’s strategy through effective Board, Board Committee and ExCo composition, robust succession planning and evaluating Board performance. Introduction With its focus on effective Board, Board Board Nominations Committee Committee and ExCo composition, robust Committee membership Nigel Higgins succession planning and evaluating Board a Chair, Board Nominations Committee and meeting attendance during 2022 performance, the Committee plays a Meetings attended/eligible to attend crucial role in supporting the continued Member (including ad hoc meetings) delivery of the Group’s strategy. Nigel Higgins 5/5 The Committee’s work ensures that we 1 Mike Ashley 3/3 have a Board which strikes the right 2 Tim Breedon 2/2 balance of skills, experience and diversity 3 of background and opinion, is effective in Mohamed A. El-Erian 2/2 1 providing informed and constructive Crawford Gillies 3/3 challenge to management and acts fairly in Brian Gilvary 5/5 the interests of all of our stakeholders. Diane Schueneman 5/5 Key areas of focus 3 Julia Wilson 2/2 during the year Notes Committee membership in 2022 a There were three scheduled meetings and two ad hoc 1 Retired with effect from 1 September 2022. With the support of the Committee, the meetings of the Committee in 2022. 2 Retired with effect from 28 February 2022. Chair continued to oversee the execution 3 Appointed with effect from 1 September 2022. of our succession planning for the Board b Committee allocation of time (%) and its Committees in 2022, and this work 2022 2021 will continue as we move through 2023. 14 9 n Corporate governance As part of the Committee’s executive 14 19 n Board and Board Committee composition succession planning, we welcomed Anna 62 54 n Succession planning and talent Cross to the Board on 23 April 2022, when 11 11 n Board effectiveness she took up the role of Group Finance 0 7 n Other Director and Executive Director. Anna Notes b Including ad hoc meetings. The percentages are subject to joined the Group in 2013 and has worked in rounding and therefore may not equal 100% when rounded. a number of roles, most recently as Deputy Group Finance Director since Crawford Gillies will have completed nine Our former Group Finance Director, 2020. The Committee and the Board were years as a Non-Executive Director by the Tushar Morzaria, stepped down from that delighted to have identified, in Anna, such a time of our AGM, having joined the Board role and as a Director with effect from 22 strong internal successor, who was able to in 2014, and will be retiring (subject to re- April 2022. Tushar has remained with step immediately into the role, ensuring a election) shortly thereafter on 31 May Barclays, and was appointed as Chairman smooth transition and supporting our 2023. Mike and Crawford have supported of the Global Financial Institutions Group. Group Chief Executive and his leadership Barclays through a period of significant Tushar has been an invaluable member of team with the ongoing delivery of our change, both for the Group and for the the senior management team at Barclays Group strategy. industry, in the post-financial crisis period. since 2013, when he joined as Group Finance We also welcomed Robert Berry to the The Committee and the Board are Director, and he has played a significant role in Board, who joined as a Non-Executive enormously grateful for Mike and the rebuilding of the Group’s financial and Director on 8 February 2022, and as Chair Crawford's significant contributions to the operational resilience. The Committee and of the Board Risk Committee and a Group during the course of their tenures, the Board are grateful for his hard work and member of the Board Audit Committee and the work they have each undertaken are delighted that Tushar has a continuing with effect from 1 March 2022. Robert as valued members of the Board, and in role with Barclays. brings with him a wealth of risk their respective roles as Chair of the Board As announced on 23 January 2023, Mike management experience from his Audit Committee and Chair of the Ashley will be retiring from the Board at the distinguished career at Goldman Sachs. BBUKPLC Board in particular. conclusion of our 2023 AGM, having served With effect from 1 April 2023, Julia Wilson on the Board for more than nine years. Mike will succeed Mike Ashley as Board Audit has served on the Board since 2013 and is Committee Chair, subject to regulatory our Board Audit Committee Chair.