Barclays 2014 Annual Report Download - page 64

62 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Directors’ report
How we comply
UK Corporate Governance Code (‘the Code’)
As Barclays is listed on the London Stock Exchange, we comply with
the Code, which was published in September 2012. A copy of the Code
is publicly available at www.frc.org.uk. Throughout the year, and at the
date of the report, we applied the main principles and complied with
the provisions of the Code, except as disclosed below:
Q Provision C.3.7 of the Code requires that the external audit contract
is put out to tender at least every ten years. We stated in our 2013
Annual Report that we would examine the position once final rules
on audit tendering were published by the EU and subsequently
implemented in the UK by the Competition & Markets Authority. In
October 2014 the Statutory Audit Services Order 2014 was published,
requiring FTSE 350 companies with financial years beginning on or
after 1 January 2015 to put their audit contracts out to tender every
10 years and to give more powers to audit committees. Accordingly,
Barclays is planning to tender its external audit in 2015. Further
details of the proposed tender process are set out in the Board Audit
Committee Report on page 47.
Q Provision E.2.3 of the Code requires that the Chairman should
arrange for all Directors to attend the AGM. While such
arrangements were made, Wendy Lucas-Bull, who is based in South
Africa, was unable to attend the 2014 AGM owing to transport
disruption. The Chairman and all Board Committee Chairmen
attended the meeting and were available to answer questions.
Disclosure and Transparency Rules
We comply with the corporate governance statement requirements of
the FCA’s Disclosure and Transparency Rules by virtue of the
information included in this Governance section of the Annual Report.
Certain additional information that is required to be disclosed pursuant
to DTR7.2.6 may be found on pages 70 to 73.
New York Stock Exchange (NYSE)
NYSE rules permit Barclays to follow UK corporate governance
practices instead of those applied in the US, provided that any
significant variations are explained. This explanation is contained in
Barclays’ 20-F filing, which can be accessed from the Securities and
Exchange Commission’s (SEC) EDGAR database or via our website,
barclays.com.
A description of our corporate governance practices can be found
in ‘Corporate Governance in Barclays’, which is available online at
barclays.com/corporategovernance
Leadership
The Role of the Board
The Board is responsible to shareholders for creating and delivering
sustainable shareholder value through the management of the Group’s
businesses. We do this by determining the strategic objectives and
policies of the Group to deliver such long-term value and providing
overall strategic direction within a framework of risk appetite and
controls. Our aim is to ensure that management strikes an appropriate
balance between promoting long-term growth and delivering
short-term objectives. We endeavour to demonstrate ethical leadership
and promote the Company’s collective vision of its purpose, values,
culture and behaviours. Each of the Directors must act in a way we
determine, in good faith, would promote the success of the Company
for the benefit of the shareholders as a whole.
We are also responsible for ensuring that management maintain a
system of internal control which provides assurance of effective and
efficient operations, internal financial controls and compliance with law
and regulation. In addition, we are responsible for ensuring that
management maintain an effective risk management and oversight
process at the highest level across the Group. In carrying out these
responsibilities, we must have regard to what is appropriate for the
Group’s business and reputation, the materiality of the financial and
other risks inherent in the business and the relative costs and benefits
of implementing specific controls.
The Board is also the decision-making body for all other matters of
such importance as to be of significance to the Group as a whole
because of their strategic, financial or reputational implications or
consequences.
A formal schedule of powers reserved to the Board is in place.
Powers reserved to the Board include the approval of strategy, the
interim and full year financial statements, significant changes in
accounting policy and practice, the appointment or removal of
Directors or the Company Secretary, Directors’ conflicts of interest,
changes to the Group’s capital structure and major acquisitions,
mergers, disposals or capital expenditure. A summary is available at
barclays.com/corporategovernance.
We have a well-defined Corporate Governance framework in place
which supports our aim of achieving long term and sustainable value,
supported by the right culture, values and behaviours both at the top
and throughout the entire Group.
Specific responsibilities have been delegated to Board Committees and
each has its own terms of reference, which are available on
barclays.com/corporategovernance.
Each Committee reports to, and has its terms of reference approved by,
the Board and the minutes of Committee meetings are shared with the
Board. The main Board Committees are the Board Enterprise Wide Risk
Committee, the Board Audit Committee, the Board Remuneration
Committee, the Board Corporate Governance and Nominations
Committee, the Board Financial Risk Committee and the Board
Conduct, Operational and Reputational Risk Committee.
In addition to the principal Board committees, the Regulatory
Investigations Committee, which was formed in late 2012, focuses on
regulatory investigations. This Committee met nine times in 2014. Sir
David Walker is Chairman of the Committee and the other Committee
members are Mike Ashley, Diane de Saint Victor, Antony Jenkins and
Sir John Sunderland.