Barclays 2009 Annual Report Download - page 154

152 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
Statements of Compliance
UK Combined Code on Corporate Governance
As Barclays is listed on the London Stock Exchange, we comply with the UK
Combined Code on Corporate Governance (the Code). For the year ended
31st December 2009, we have complied with the relevant provisions set out
in section 1 of the Code and applied the principles of the Code as described
in this report.
NYSE Corporate Governance Rules
Barclays has American Depositary Receipts listed on the New York Stock
Exchange (NYSE), and is also subject to the NYSE’s Corporate Governance
rules (NYSE Rules). We are exempt from most of the NYSE Rules, which
domestic US companies must follow, because we are a non-US company
listed on the NYSE. However, we are required to provide an Annual Written
Affirmation to the NYSE of our compliance with the applicable NYSE Rules
and must also disclose any significant differences between our corporate
governance practices and those followed by domestic US companies listed
on the NYSE. As our main listing is on the London Stock Exchange, we follow
the UK’s Combined Code. Key differences between the Code and NYSE Rules
are set out later in this Report.
Role and constitution of Board
Corporate governance framework
Good corporate governance practices are not just a matter for the Board but
are at the heart of everything that we do within the Group. The Group
operates within a comprehensive governance framework, which is outlined
in the diagram below and set out in the report that follows. The Group’s risk
management framework is described in the Risk Management section on
pages87to93.
The Board
The Board is responsible to the shareholders for creating and delivering
sustainable shareholder value through the management of the Group’s
businesses. Each Director must act in a way that he or she considers
promotes the long-term success of the Company for the benefit of
shareholders. The Board also ensures that management achieves an
appropriate balance between promoting long-term growth and delivering
short-term objectives.
Board meetings
The Board has eight Board meetings scheduled each year. Strategy is
reviewed regularly at these meetings with updates at each meeting from at
least one business unit on the execution of their agreed strategy. One Board
meeting each year, scheduled over a day and a half, considers and approves
the Group’s future strategy. A different approach was taken to strategy
formulation in 2009 following feedback received as part of the 2008 Board
Effectiveness Review. During the summer of 2009, the non-executive
Directors took part in interviews with the Head of Strategy and Company
Secretary to discuss strategic areas of focus. These areas of focus were
debated by the Board in September with discussions of various themes
facilitated by non-executive Directors. Management then developed
strategy proposals, which were fully debated by the whole Board in November.
In addition to the eight scheduled meetings in 2009, there were 13
additional Board meetings held to consider and approve the iShares and BGI
transactions and the restructuring of our credit market exposures. A further
six Board meetings were held during the year on other issues, including
share price performance. The additional Board meetings, which were often
called at short notice, had attendance of 88%. Any Director who was unable
to attend a meeting was briefed separately on the discussions at the meeting
Corporate governance framework
Board
(Group Chairman, three executive Directors,
nine non-executive Directors)
Board HR and
Remuneration Committee
Board Corporate Governance
and Nominations Committee
Group Chief Executive Board Risk Committee
Board Audit Committee
Executive Committee
Management committees
(including Disclosure Committee, Group
Governance and Control Committee,
Group Operating Committee, Group
Risk Oversight Committee, Group Brand
and Reputation Committee)