Barclays 2005 Annual Report Download - page 31

meetings that took place after their appointment, for example, 9/10
signifies that nine meetings were attended out of a possible ten.
Dr Jürgen Zech’s attendance is for meetings that took place prior to
28th April 2005, when he ceased to be a Director.
Statement on US Corporate Governance standards
As a non-US company listed on the New York Stock Exchange (NYSE),
we are exempt from most of the NYSE’s Corporate Governance rules
(the NYSE Rules), which domestic US companies must follow. However,
we are subject to the NYSE rules requiring us to have a Board Audit
Committee that meets the requirements of Rule 10A-3 of the US
Securities Exchange Act of 1934 and we must provide an Annual
Written Affirmation to the NYSE of our compliance with the applicable
NYSE Rules. Furthermore, under NYSE Rule 303.A.11, we are required to
disclose any significant ways in which our corporate governance
practices differ from those followed by domestic US companies listed
on the NYSE. As our main listing is on the London Stock Exchange, we
follow the UK’s Combined Code on Corporate Governance (the Code)
adopted by the Financial Reporting Council. Key differences between
the NYSE Rules and the Code are set out below:
Director independence
Under the NYSE Rules the majority of the Board should be
independent. Under the Code, at least half of the Board (excluding the
Chairman) is required to be independent. The NYSE Rules contain
detailed tests for determining Director independence, whereas the
Code requires the Board to determine whether each Director is
independent in character and judgement and sets out criteria that
may be relevant to the Board’s determination. We follow the Code’s
recommendations and also developing best practices among other UK
public companies. Our Board annually reviews the independence of our
non-executive Directors, taking into account the guidance in the Code
and the criteria we have established for determining independence,
which are described on page 26. For 2005, the Board determined that
all the non-executive Directors are independent.
Board Committees
We have a Board Corporate Governance and Nominations Committee
and a Board HR and Remuneration (rather than Compensation)
Committee, both of which are broadly comparable in purpose and
constitution to those required by the NYSE Rules and whose terms of
reference comply with the Code’s requirements. Beyond the fact that
the Board Corporate Governance and Nominations Committee is
chaired by the Chairman of the Board, as permitted by the Code, both
Committees are composed solely of non-executive Directors whom
the Board has determined to be independent. We follow the Code
recommendation that a majority of the Nominations Committee
should be independent non-executive Directors, whereas the NYSE
Rules state that the Committee must be composed entirely of
independent Directors.
We comply with the NYSE Rules regarding the obligation to have a
Board Audit Committee that meets the requirements of Rule 10A-3
of the US Securities Exchange Act, including the requirements relating
to the independence of Committee members. In August 2005, we
made an Annual Written Affirmation of our compliance with these
requirements to the NYSE. The Code also requires us to have a Board
Audit Committee comprised solely of independent non-executive
Directors. We follow the Code recommendations, rather than the NYSE
Rules, however, regarding the responsibilities of the Board Audit
Attendance at Board and Board Committee Meetings
Board
Board HR Corporate
and Governance and Annual
Board Audit Remuneration Nominations Board Risk General
Director Board Committee Committee Committee Committee Meeting
Matthew W Barrett 10/10 – – 3/3 – 1/1
John Varley 10/10––––1/1
Roger Davis 10/10––––1/1
Robert E Diamond Jr 6/6–––––
Gary Hoffman 9/10––––1/1
Naguib Kheraj 10/10––––1/1
David Roberts 10/10––––1/1
Sir David Arculus 8/10 – 4/4 3/3 – 1/1
Sir Richard Broadbent 10/10 – 4/4 3/3 5/5 1/1
Leigh Clifford 8/10 – 2/3 – – 0/1
Dr Danie Cronjé 4/4–––––
Professor Dame Sandra Dawson 10/10 6/6–––1/1
Sir Andrew Likierman 10/10 6/6 – – 5/5 1/1
Sir Nigel Rudd 10/10 – 4/4 3/3 – 1/1
Stephen Russell 10/10 6/6 – 3/3 5/5 1/1
Robert Steel 6/6 2/2––––
John Sunderland 6/6 – 3/3–––
Dr Jürgen Zech 3/31/1––––
Barclays PLC
Annual Report 2005 29
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