Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 163 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Board Nominations Committee report (continued) f o r a p p Independent external search firms Non-Executive Director Spencer Stuart and Egon Zehnder Process for independence supported our search for additional Non- A majority of our Board comprises appointments Executive Directors to complement the independent Non-Executive Directors, in range of skills on the Board in 2022, with In leading the process for Board and line with the requirements of the Code. diversity of background and opinion at the senior management appointments, The Committee considers the forefront of that search. Spencer Stuart the Committee promotes diversity independence of our Non-Executive of background and opinion, and and Egon Zehnder do not have any Directors on an annual basis, having regard ensures that all appointments are connection to Barclays or any of the to the independence criteria set out in the based on merit and objective Directors other than to assist with Code. As part of this process, the criteria, focusing on the skills, searches for executive and non-executive Committee reviews the length of tenure of experience and knowledge required talent. Open advertising for Board all Directors, which can affect for the Board’s effectiveness and to positions was not used in 2022. support the continued delivery of independence, and makes any the Group’s strategy. As reported above, we have recently recommendations to the Board welcomed Marc Moses to the Board, accordingly. Appointments to the Board are made following a formal, rigorous following our search for candidates with The Committee reviewed the and transparent procedure, recent and relevant financial experience, in independence of all Non-Executive facilitated by the Committee with line with our recruitment priorities Directors in 2022. The independence of the aid of external search described above. We also recently those who had served on the Board for consultancy firms, as outlined in announced that Sir John Kingman will join more than six years (Crawford Gillies and further detail below. the Board with effect from 1 June 2023, Diane Schueneman) and more than nine and will succeed Crawford Gillies as Chair years (Tim Breedon and Mike Ashley) was of the BBUKPLC Board upon taking up his subject to a more rigorous review. The Non-Executive Director appointment, subject to regulatory Committee remains satisfied that the recruitment approval. length of their tenure has no impact on As reported in our last Annual Report, the their respective levels of independence or You can read more about the appointments of Committee approved a series of skills- + Marc Moses and Sir John Kingman on page 159. the effectiveness of their contributions. based recruitment priorities in 2021, The Committee and the Board consider all reflective of the skills and experience In line with disclosures in our previous of the Non-Executive Directors to be anticipated to be required for the Board Annual Report, we continue to focus on independent. over the next three years, and which take identifying candidates with technology For further details of the Committee’s into account of the needs of the Board, its experience. review of the independence of Tim Committees and the business, as well as Breedon, Mike Ashley and Crawford Gillies, To ensure due consideration is given to ordinary course retirements of long- please refer to the Succession section strong potential candidates who would serving Directors. below. enhance the effectiveness of the Board, Based on the agreed priorities, the the Committee continues to review the During 2022, Tushar Morzaria stepped Committee has set rigorous criteria for the recruitment priorities and give further down from the Board. Tushar did not raise roles it is seeking to fill, both in terms of consideration to the desired skills and any concerns about the operation of the experience and personal qualities. experience for potential candidates. Board or management. Director appointments and re-appointments The Committee reviewed the Non-Executive Director selection and appointment process in 2022, Non-Executive Director which was refreshed in 2019, and concluded that no material changes were required to the current selection and appointment process. We continue to ensure that all Board members have the opportunity to meet potential process candidates where possible, and that searches for potential candidates should be coordinated across the Group’s significant subsidiaries where appropriate. Our standard practice is to appoint any new Non-Executive Director or Chair to the Board for an initial Director term three-year term, subject to annual re-election at the AGM (as outlined below). This may be extended for a further term of up to three years. As such, our Non-Executive Directors typically serve up to a minimum of six years, although this period may be extended where considered appropriate by the Committee. All Directors are subject to election or re-election (as appropriate) each year by shareholders at the Director re-election at the AGM AGM.