Barclays 2003 Annual Report Download - page 22

(c) Mr Barrett is totally committed to shareholder value and is an
inspirational leader for Barclays employees. Barclays results during
his period of office speak for themselves.
(d) Mr Barrett was Chairman of the Bank of Montreal for nine years
and therefore has long experience of managing a Board of a major
institution. He fully understands UK corporate governance and the
different roles played by Chairman and Chief Executive.
(e) The Board is confident that Mr Barrett will continue to have a
productive and excellent relationship with John Varley, the new
Group Chief Executive and other members of the Group executive.
In particular, the Board feels that the new management team will
continue to develop the business, bringing benefits to shareholders,
customers, staff and the communities in which Barclays operates.
Senior Independent Director
The Board intends to appoint a Senior Independent non-executive
Director in line with the new Combined Code during 2004.
Terms and Conditions
Mr Barrett’s terms and conditions, including his remuneration, will be
settled nearer to the time of his appointment and will be appropriate
to the role of Chairman.
Consultation
We have kept major shareholders informed of the Barclays Board’s
developing thinking on succession issues, in line with the
recommendations contained in the new Combined Code but I wanted to
write to shareholders personally to explain how we have arrived at this
important decision.’
In conclusion, the Board is not complacent on Corporate Governance.
As you will see in the following pages, the Board and its Committees
have made continued strides to show Barclays as an exemplary
organisation in the field of corporate governance. The Group will
continue to play an active role in the ongoing debate on the
development of corporate governance best practice, promoting
greater openness and transparency rather than prescriptive regulation.
Sir Peter Middleton
Chairman
Board Structure
The Board consists of the Chairman, who has no executive
responsibilities, eight non-executive Directors (all of whom are
considered to be independent by the Board) and seven executive
Directors, including the Group Chief Executive. Their biographical details
are set out on pages 14 to 16. The roles and responsibilities of our
Chairman and Group Chief Executive have been approved by the whole
Board, and their roles are separate, well documented and understood.
A summary of the relevant role is attached to each executive Director’s
service contract. All service contracts are available for inspection during
office hours, on request, addressed to the Group Secretary.
Under the leadership of the Group Chief Executive, executive management
is responsible to the Board for the implementation of the strategy and
policies approved by the Board, making and implementing operational
decisions and running the Group’s businesses. Non-executive Directors,
based on their breadth of knowledge and experience, challenge, monitor
and approve the strategy and policies recommended by the executive.
In the 2002 Annual Report, we disclosed how we had adopted a
formal system of annually evaluating the Board. During 2003, we
have expanded the assessment process by requiring the Board
Audit Committee to complete a similar questionnaire tailored to that
Committee’s function. A tailored questionnaire has been or will be
sent to all of the other principal Board Committees during 2004 and
then on an annual basis. The results of these assessments will be
reported back to the Board, making recommendations for change.
It is the responsibility of the Chairman to lead the non-executives in
assessing the performance of the Group Chief Executive. The Board
Remuneration Committee evaluates the performance of the Chairman.
The Chairman also meets annually with each of the non-executives to
discuss their performance as Directors during the year.
The Board meets regularly and has a formal schedule of matters reserved
to it. All Directors have access to the services of the Group Secretary and
his team. Independent professional advice is also available to all
Directors at the Company’s expense upon request.
Meetings of the Board are structured to allow and encourage open
discussion and frank debate to ensure that non-executive Directors
provide effective challenge to the executive. The Chairman meets
privately with the non-executives prior to each Board meeting to brief
non-executive Directors and to address any concerns they may have.
In 2004, there will also be a meeting of the non-executive Directors
without the Chairman being present, to meet the requirements of the
revised Combined Code.
On appointment, non-executive Directors receive a comprehensive
induction, including site visits and meetings with senior management,
across the businesses and the Group Functions, to help them to build
up quickly a detailed understanding of the Group. Where appropriate,
additional training and updates on particular issues are arranged by the
Group Secretary.
At each AGM, one-third of the Directors (rounded down) retire and offer
themselves for re-election. In practice, this means that every Director
stands for re-election at least once every three years. Any Directors
appointed by the Board since the last AGM, or Directors who reach the
age of 70, must also stand for re-election at the next AGM.
Our Directors diligently support the work of the Board and its Committees.
During the year, eleven Board meetings were held which included a
two-day meeting on the Group’s European operations and a full day
spent reviewing the Group’s strategy. The attendance of individual
Directors at Board meetings during 2003 is shown in the table below:
Meetings Attended
Sir Peter Middleton 11/11
Matthew Barrett 11/11
David Arculus 10/11
Sir Richard Broadbent (appointed on 1st September 2003) 5/5
Hilary Cropper 7/11
Professor Dame Sandra Dawson (appointed on 1st March 2003) 10/11
Sir Brian Jenkins 11/11
Chris Lendrum 10/11
Sir Nigel Mobbs (retired on 24th April 2003) 2/2
Sir Nigel Rudd 11/11
Stephen Russell 11/11
John Stewart (resigned on 27th February 2003) 1/1
John Varley 11/11
Graham Wallace (resigned on 2nd April 2003) 1/2
Dr Jürgen Zech 8/11
Corporate Governance
Corporate Governance Report
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