Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 158 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Board Nominations Committee report (continued) approval. Having previously held the roles from 1 June 2023. He will succeed Membership and principal as Group Finance Director at 3i Group plc Crawford Gillies as Chair of BBUKPLC upon activities during 2022 and Chair of the Audit Committee of Legal taking up his appointment, subject to The Committee is composed solely of & General Group plc, the Committee and regulatory approval. Non-Executive Directors and is chaired by the Board are confident that Julia will make The Committee also oversaw a series of our Group Chairman. Details of an excellent successor to Mike as Board changes to Board Committee composition Committee membership, meeting Audit Committee Chair. during the course of the year, including attendance and allocation of time during We were also delighted to welcome Marc with regard to the membership of this 2022 are set out on page 157, and the Moses to the Board as a Non-Executive Committee, as described on page 160. Committee’s principal activities during the Director and member of the Board Audit year are set out below. In discharging its The Committee and the Board are and Risk Committees, with effect from 23 responsibilities, the Committee takes into confident that these changes will enhance January 2023. account feedback from key stakeholders, the Board’s effectiveness, bringing new and from Board discussions more widely. As previously announced on 23 January and diverse perspectives while also 2023, Sir John Kingman will take up his role providing valuable input and support to the as a Non-Executive Director with effect work of the Board Committees. Key activities in 2022 • Approval of the appointment of Anna • Approval of changes in Board • Approval of internally conducted 2022 Cross as Group Finance Director. Committee composition during the Board, Board Committee and individual year: Director effectiveness reviews, led by uvwx the SID with the support of the Deputy – Board Risk Committee: Tim Breedon • Approval of the appointment Company Secretary. stepping down (Chair and member), of Robert Berry as a Non-Executive appointment of Robert Berry (Chair {| Director. and member), and appointment of • Consideration of Director training and uvwx Julia Wilson (member) development. • Candidate evaluation for both – Board Audit Committee: z{| executive and non-executive current Appointment of Robert Berry • Review and approval of size, and future roles including review of core (member) composition and succession planning skills and (for internal candidates) – Board Nominations Committee: Tim for the Board and the Board scrutiny of internal feedback. Breedon, Mike Ashley and Crawford Committees, including updates on uvwx Gillies stepping down (members) and succession planning for the Group’s appointments of Julia Wilson and • Review of the balance of skills and main subsidiary company Boards. Mohamed A. El-Erian (members). diversity on the Board, and leading the uvxz search and recruitment process uvwxy (including conflict analysis) for potential • Review and recommendation to the • Review of ExCo composition and candidates. The Committee utilised Board for approval an updated Board succession planning, including review of external search consultants Spencer Diversity Policy in December 2022, the balance of skills and diversity on the Stuart and Egon Zehnder to facilitate including adopting an increased gender ExCo and for key successors. the targeted external mapping and diversity target and re-affirming the uvwxz search processes based on agreed and existing ethnic diversity target aligned reviewed criteria. • Review of recommendations and with the Parker Review on the ethnic suggested improvements arising from diversity of UK boards. Refer to page uvwxz” the 2021 Board effectiveness review. 161 for further information. • Review of Directors’ tenure and vz uv{| effectiveness, and identifying candidates for election or re-election at the AGM. uvxyz{| Committee responsibilities Ensuring the right individuals are appointed – in line with objective criteria – who can discharge the duties and responsibilities of Directors. u Planning for effective ExCo, Board and Committee composition, through focusing on appointment and succession based on merit and skill, through a diversity lens. v Leading candidate search and identification. w Regularly reviewing succession planning and recommendations for key executive and non-executive roles. x Monitoring time commitments for incoming and existing Directors to ensure sufficient time for effective discharge of duties. y Monitoring compliance against corporate governance guidelines and the Board Diversity Policy, including yearly review and any recommendations for enhancements. z Ensuring compliance by the Board with legal and regulatory requirements. { Agreeing the approach to individual Director, Board and Committee effectiveness reviews and implementing any required actions. | Considering and authorising, subject to ratification by the Board, conflicts of interest. }