Barclays 2005 Annual Report Download - page 29

Board Committees
Specific responsibilities have been delegated to Board Committees,
which have access to independent expert advice at the Group’s
expense. The terms of reference for our principal Board Committees
are available, on request, from the Company Secretary and are available
on our website at www.investorrelations.barclays.co.uk. The principal
Board Committees are described below.
Board HR and Remuneration Committee
Chairman: Sir Nigel Rudd, Deputy Chairman
Members: Sir David Arculus, Sir Richard Broadbent, Leigh Clifford,
John Sunderland
Secretary: Jeremy Orbell, Compensation Director
The Committee is comprised solely of independent non-executive
Directors and met four times in 2005. The Chairman of the Board,
although not a voting member, has a standing invitation to attend the
meeting. Sir Nigel Rudd will continue as Chairman of the Committee
to the end of 2006. For 2007, a new Chair will be appointed.
The Committee considers matters relating to the overall reward
framework across the Group, including policy for executive Directors’
and senior executives’ remuneration and their individual remuneration
awards. The Committee approves changes to incentive and benefits
plans applicable to senior executives and governs employee share
schemes. Details of the Committee’s role in governing executive
Directors’ rewards are set out in our Report on Remuneration on pages
31 to 44.
The Committee also meets periodically to review strategic HR issues
including, but not limited to, employee retention, motivation and
commitment; equality and diversity; significant employee relations
matters; succession planning and the availability of talent for senior
roles below executive Director level.
Board Corporate Governance and Nominations Committee
Chairman: Matthew W Barrett, Chairman
Members: Sir David Arculus, Sir Richard Broadbent, Sir Nigel Rudd,
Stephen Russell
Secretary: Lawrence Dickinson, Company Secretary
The Committee includes the Chairman, Deputy Chairman, Senior
Independent Director, the Chairman of the Board Audit Committee,
Chairman of the Board Risk Committee and Chairman of the Board HR
and Remuneration Committee. It met three times in 2005.
The Committee is responsible for considering matters relating to the
composition of the Board, including the appointment of new Directors,
making recommendations to the Board as appropriate. It also reviews
annually the succession plans for the Chairman and Group Chief
Executive positions. The Chairman of the Board chairs the Committee,
except when the Committee is considering the Chairman’s succession,
in which case the Senior Independent Director or Deputy Chairman
takes the chair. The Group Chief Executive, although not a voting
member, has a standing invitation to attend meetings.
The Committee’s responsibilities also cover corporate governance
issues, including consideration of our responses to important
developments in corporate governance, overseeing the annual
performance evaluation of the Board, its principal Committees and
the Chairman.
During 2005, the Committee recommended to the Board the
appointments of Dr Danie Cronjé, Robert E Diamond Jr, John
Sunderland and Robert Steel. The Committee also oversaw the search
for a non-executive Director with continental European experience.
That search culminated in the appointment of Fulvio Conti with effect
from 1st April 2006. The Committee also recommended in 2005 the
appointments of Leigh Clifford and John Sunderland to the Board HR
and Remuneration Committee, Robert Steel to the Board Audit
Committee and Dr Danie Cronjé to the Board Risk Committee. In view
of the increasing time commitment and responsibilities faced by
Stephen Russell in his role as Chairman of the Board Audit Committee,
the Committee also recommended that Sir Richard Broadbent should
succeed Stephen Russell as Chairman of the Board Risk Committee.
In addition, the Committee reviewed and monitored the action plan
arising from the 2004 Board Effectiveness Review.
Board Audit Committee
Chairman: Stephen Russell
Members: Professor Dame Sandra Dawson, Sir Andrew Likierman,
Robert Steel
Secretary: Lawrence Dickinson, Company Secretary
The Committee comprises four independent non-executive Directors.
Dr Jürgen Zech left the Committee in April 2005 when he ceased to
be a Director of the Company. Robert Steel was appointed to the
Committee in September 2005. The Board has determined that Sir
Andrew Likierman is a ‘financial expert’ as defined by the US Sarbanes-
Oxley Act of 2002 and has ‘recent and relevant financial experience’ as
recommended by the Code. The Board’s assessment is based on
Sir Andrew’s accounting background and his career with HM Treasury.
Board Audit Committee Chairman’s Statement
I am pleased to report to you on the Committee’s activities in 2005.
We met six times in 2005, including a meeting to review the 2004
results as restated under new International Financial Reporting
Standards and a meeting dedicated to reviewing and approving the
internal audit plans for 2006 and the external audit plan for the year
ended 2005. We also met privately with the external and internal
auditors after four of our meetings.
Our key responsibilities as your Board Audit Committee are set out
in the Committee’s terms of reference and I have reported below on
how we have discharged those responsibilities this year.
External Auditors
Our responsibilities include approving and reviewing the appointment
and retirement of the external auditors and overseeing their
relationship with the Group. We annually appraise the effectiveness of
the external auditors, using an evaluation questionnaire, which is
completed by senior members of the Finance function. The results are
then reported to us for review. The lead audit partner is also rotated on
a five-year basis and a new lead audit partner was appointed in 2005.
We have a detailed policy on the provision of non-audit services by
the external auditors. As part of that policy, we have agreed which
services the external auditors are allowed to carry out on behalf
of the Group and which ones they are prohibited from doing.
This policy aims to safeguard the independence of the external
auditor. Non-audit services require the pre-approval of the
Committee or a member of the Committee before they can be
undertaken. Details of all services carried out by the external
auditor are recorded centrally and reported to the next meeting
of the Committee and we spend time at each meeting considering
the independence of the external auditor based on this information.
Barclays PLC
Annual Report 2005 27
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