Barclays 2009 Annual Report Download - page 164

162 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
1
2
3
45
2009 2008
% %
1 Corporate Governance
Matters 31 52
2 Board and Committee
Composition 20 38
3 Successing Planninga 29 –
4 Board Effectiveness 13 7
5 Other 7 3
Fig. 7: Board Corporate Governance and
Nominations Committee allocation of time
Non-Audit Services Policy
The Committee takes seriously its responsibility to put in place
safeguards to auditor objectivity and independence. It has therefore
established a policy on the provision of services by the Group’s statutory
Auditor. The Policy describes the circumstances in which the Auditor may
be permitted to undertake non-audit work for the Group. The Committee
oversees compliance with the Policy and considers and approves
requests to use the Auditor for non-audit work. Allowable services are
pre-approved up to £100,000 or £25,000 in the case of certain taxation
services. Any assignment where the expected fee is above the relevant
threshold requires specific approval from the Committee or a member of
the Committee. The Company Secretary and his team deal with day to
day administration of the Policy, facilitating requests for approval by the
Committee. The Committee receives a report at each meeting on the
non-audit services provided by the Auditor and the Policy is reviewed by
the Committee annually. Details of the services that are prohibited and
allowed are set out below.
Services that are prohibited include:
– bookkeeping;
– design and implementation of financial information systems;
– appraisal or valuation services;
– actuarial services;
– internal audit outsourcing;
– management and Human Resource functions;
– broker or dealer, investment advisor or investment banking services;
and
– legal, expert and tax services involving advocacy.
Allowable services that the Committee will consider for approval include:
– statutory and regulatory audit services and regulatory non-audit
services;
– other attest and assurance services;
– accountancy advice and training;
– risk management and controls advice;
– transaction support;
– taxation services;
– business support and recoveries; and
– translation services.
Note
aIncluded in ‘Board and Committee Composition’ for 2008.
Go online
The Board Corporate Governance and Nominations
Committee terms of reference are available from
the corporate governance section of our website at:
www.barclays.com/corporategovernance
Board Corporate Governance and Nominations Committee
Marcus Agius (Chairman)
David Booth (from 1st January 2010)
Sir Richard Broadbent
Sir Michael Rake
Stephen Russell (to 31st October 2009)
Sir John Sunderland
Secretary
Lawrence Dickinson
The meetings are also attended by the Group Chief Executive.
Board Corporate Governance and Nominations Committee
Activities in 2009
The Committee met four times in 2009 and Figure 7 illustrates how the
Committee allocated its time at those meetings. During 2009, the Committee:
– regularly reviewed Board and Board Committee composition to ensure the
right mix of skills and experience are present;
– monitored the progress of the action plan arising from the 2008 Board
Effectiveness Review and oversaw the conduct of the 2009 Board
Effectiveness Review including reviewing the process for the Board,
Committee and individual Review Director evaluations for 2009;
– reviewed the corporate governance disclosures for the 2008 Annual
Report and considered the proposed disclosures for 2009;
– reviewed issues raised at corporate governance meetings held with
institutional investors and investor bodies in the lead up to the AGM;
– recommended the appointment of the new non-executive Directors to the
Board and changes to Committee membership;
– reviewed succession plans for the Executive Committee and the position
of Group Chief Executive; and
– reviewed its Terms of Reference to satisfy itself that they enable the
Committee to fulfil its responsibilities.