Barclays 2003 Annual Report Download - page 24

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The Committee reviews arrangements established by management for
compliance with the requirements of the Group’s regulators and receives
reports on the effectiveness of the Group’s whistleblowing arrangements
as well as reports on specific instances of whistleblowing. This year, the
Committee has also reviewed a report on the implementation of
International Financial Reporting Standards.
The Committee strives to ensure that it keeps abreast of all material
developments in regulation and best practice affecting the work within its
remit. The Committee has in place procedures to ensure that it receives
regular briefings on such issues as well as training, where appropriate.
Stephen Russell
Board Audit Committee Chairman
Board Remuneration Committee
The members of the Committee during 2003, together with a record of
their attendance at Committee meetings, are set out below:
Meetings Attended
Sir Nigel Rudd, Chairman 5/5
David Arculus 5/5
Sir Brian Jenkins 5/5
Graham Wallace (until 2nd April 2003) 1/1
Sir Nigel Mobbs (until 24th April 2003) 2/2
The Board Remuneration Committee meets at least four times a year
to consider matters relating to executive remuneration including policy
for executive Directors’ and senior executives’ remuneration, including
bonus payments. The Committee also meets to approve changes to
employee benefits schemes and long-term incentive schemes. Further
details of the work of the Committee are set out in Barclays Report on
Remuneration on pages 23 to 34.
Board Nominations Committee
The members of the Committee during 2003, together with a record of
their attendance at Committee meetings, are set out below:
Meetings Attended
Sir Peter Middleton, Chairman 1/1
David Arculus 1/1
Sir Brian Jenkins 1/1
Sir Nigel Rudd 1/1
Graham Wallace (until 2nd April 2003) 0/0
Sir Nigel Mobbs (until 24th April 2003) 0/0
Secretary: Lawrence Dickinson
The Board Nominations Committee meets formally at least once a year
to consider matters relating to the composition of the Board, the
appointment of new Directors (making recommendations to the Board
as appropriate) and succession planning for senior management
positions. The Committee is chaired by the Chairman of the Board,
except when the Committee is considering the succession of the
Chairman, in which case the Committee is chaired by Sir Nigel Rudd.
During the course of the year, Sir Nigel led the search for Sir Peter
Middleton’s successor. Due to the importance that the Board placed
on the succession, the decision was made to invite all non-executive
Directors to additional meetings which considered the Chairman’s and
Group Chief Executive’s succession rather than just the Committee
members set out above. In addition to the meetings described above, the
non-executive Directors met prior to Board meetings and throughout
the year to review both the Chair and the Group Chief Executive
succession arrangements. New non-executive Director appointments
were also considered at these meetings with support provided by
external search consultants.
Corporate Governance
Corporate Governance Report
Board Risk Committee
The members of the Committee during 2003, together with a record of
their attendance at Committee meetings, are set out below:
Meetings Attended
Sir Peter Middleton, Chairman 4/4
Sir Brian Jenkins 4/4
Stephen Russell 4/4
Hilary Cropper (appointed on 11th February 2003) 3/4
John Varley (until 5th February 2004) 3/4
The Board Risk Committee meets at least four times a year to approve
and, together with the Group Governance and Control Committee,
review on an annual basis the Group’s Governance Principles. These
principles flow from the Group’s belief that best practice governance,
controls and compliance are essential for maximising shareholder
value, the Group’s governing objective. The Committee also approves
Standards for the Group’s risk control framework, including appropriate
risk identification and measurement processes and efficient control
mechanisms, delegating authority to the Director of Group Risk to
approve minor revisions to the Standards in between meetings of the
Committee.
As well as agreeing the overall risk appetite and risk profile for the
Group, the Committee receives and reviews reports that assess the
nature and extent of risks facing the Group, including Executive
Management’s assessments of:
• the likelihood of the risks concerned materialising, and
• the completeness of the Group’s system of internal controls to
manage those risks.
The Committee is also responsible for approving certain policy
statements required by the Financial Services Authority. An overview of
the Group’s risk management and control framework can be found on
page 37.
Relations with Shareholders
Barclays has a proactive approach to its institutional and private
shareholders, totalling around 877,000. In the UK, senior executives hold
meetings with our key institutional shareholders to discuss strategy,
financial performance and investment activities. Throughout Europe
and in the US, we arrange road shows about the Group for key investors.
In addition, the Chairman meets regularly with investor bodies and
investors to discuss the Group’s approach to corporate governance
issues.
The Group aims to provide a first class service to private shareholders
to help them in the effective and efficient management of their
shareholding in Barclays. Last year we described the introduction
of Barclays e-view, the service that enables shareholders to receive
shareholder documents electronically. It also gives shareholders
immediate access to information relating to their personal shareholding
and dividend history. Following the change of Share Registrar in
November 2003 to Lloyds TSB Registrars, e-view is now a more
comprehensive service and participants can now change their details
and dividend mandates online. In addition, dividend tax vouchers are
now available online for e-view members.
Our policy is to make constructive use of the AGM. All Directors
and, in particular, the chairmen of the Board Audit and Board
Remuneration committees and those Directors standing for re-election,
are encouraged to attend the AGM and to be available to answer
shareholders’ questions. Normally, all resolutions are voted on a poll to
ensure that the views of all shareholders are reflected proportionately.