Barclays 2014 Annual Report Download - page 67

barclays.com/annualreport Barclays PLC Annual Report 2014 I 65
Roles on the Board
The roles and responsibilities of the Chairman and the Group Chief Executive are separate and clearly differentiated. This division of responsibilities
at the top of the Company ensures that no one person may exert absolute control.
Barclays’ Charter of Expectations sets out both the role profiles and the behaviours and competencies required for each role on the Board, namely
Chairman, Deputy Chairman, Senior Independent Director, non-executive Directors, Executive Directors and Committee Chairmen. It also sets out
the expectations that the Board has of each Director in their role on the Board, including expected competencies, behaviours and time
commitment. It has established criteria for each role and prescribes high performance indicators for each role against which each Director’s
performance is measured. The Charter of Expectations is available at barclays.com/corporategovernance
Role Main responsibilities
Chairman of the
Board
Q Leadership of the Board including its operation and governance
Q Build an effective Board
Q Sets the Board agenda in consultation with Group Chief Executive and Company Secretary
Q Facilitates and encourages active engagement and appropriate challenge by Directors
Q Ensures effective communication with shareholders and other stakeholders and ensures members of the Board
develop and maintain an understanding of the views of major investors
Q Acts as Chairman of Board Corporate Governance and Nominations Committee and Board Enterprise Wide Risk
Committee
Deputy Chairman Q Acting as an ambassador for the Barclays Group, particularly in terms of developing and maintaining relationships
with clients, politicians, regulators, industry representatives and key opinion formers
Q Providing support and guidance to the Chairman
Q Act as a host, as required, at business events for major clients, business contacts and key representatives of
governments, regulators and other opinion formers
Group Chief
Executive
Q Recommends the Group’s strategy to the Board
Q Implements the Group’s strategy
Q Makes and implements operational decisions and manages the business day-to-day
Senior Independent
Director
Q Provides a sounding board for the Chairman
Q Provides support for the Chairman in the delivery of his objectives
Q Serves as a trusted intermediary for the Directors, when necessary
Q Available to shareholders should the occasion arise where there is a need to convey concerns to the Board other
than through the Chairman or Group Chief Executive
Non-executive
Director
Q Effectively and constructively challenges management
Q Assesses the success of management in delivering the agreed strategy within the risk appetite and control
framework set by the Board
Q Exercises appropriate oversight through scrutinising the performance of management in meeting agreed goals and
objectives
Company Secretary Q Works closely with the Chairman, Group Chief Executive and Board Committee Chairmen in setting the annual
forward calendar of agenda items for the meetings of the Board and its Committees
Q Ensures accurate, timely and appropriate information flows within the Board, the Board Committees and between
the Directors and senior management
Q Provides advice on corporate governance issues
Effectiveness
For details of the role of the Board Corporate Governance and
Nominations Committee in the selection and appointment of Directors
and the process and outcomes of the annual Board effectiveness
review, please see the report of the Board Corporate Governance and
Nominations Committee on pages 55 to 61.
Composition of the Board
The Board Corporate Governance and Nominations Committee and,
where appropriate, the Board as a whole, regularly reviews the
composition of the Board and succession plans for both the Board and
senior executives.
The names, skills and experience of each Director, together with their
terms in office, are shown in the biographical details on pages 34 and
35. Details of changes to the Board during 2014 and in the year to date
are set out on page 70.
The Board currently comprises the Chairman, who was independent on
his appointment, two Executive Directors and twelve non-executive
Directors. The Board is made up of a majority of independent
non-executive Directors. In determining the independence of the
non-executive Directors, the Board considered both the guidance on
independence set out in the Code, in addition to its own criteria on
independence which can be found in Corporate Governance in Barclays
available at barclays.com/corporategovernance. Having considered these
factors, the Board concluded that all non-executive Directors standing
for re-election at the 2015 AGM demonstrate the essential characteristics
of independence deemed necessary by the Board. The Board has
however decided that Wendy Lucas-Bull should not be designated as
independent for the purposes of the Code, given her position as
Chairman of Barclays Africa Group Limited, which is a 62%-owned
subsidiary of Barclays. Sir John Sunderland has served on the Barclays’
Board for over nine years, which the Code suggests is a factor to be taken
into account when determining a Director’s independence. The Board
continues to consider Sir John to be independent for the purposes of the
Code. We continue to believe that both Directors demonstrate the
independence of character and judgement expected of Barclays
non-executive Directors. As previously announced, Sir John will retire
from the Board at the conclusion of the 2015 AGM.
The Executive Directors of Barclays have service contracts and the
Chairman and non-executive Directors have letters of appointment,
which are available for inspection at the Company’s registered office.
The dates of the current Directors’ service contracts and letters of
appointment are set out in the Remuneration Report on page 77.
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information