Barclays 2006 Annual Report Download - page 121

Barclays PLC
Annual Report 2006 117
Governance
2
Chairman’s Introduction
I am pleased to present my first Corporate Governance report as
Chairman of Barclays. We report to you below, as we are required to do,
on how we have complied with the UK Combined Code on Corporate
Governance in 2006. Good corporate governance is, however, more
than a mere statement of compliance. It should aim to set the highest
standards which should permeate the entire organisation and
everything it does. Barclays has a strong ethos of corporate governance,
endorsed and upheld by the Board. I see it as a key part of my role as
Chairman to maintain the highest standards of corporate governance
and to ensure that we seek compliance with best practice provisions
wherever possible. I am indebted to my predecessor as Chairman,
Matthew Barrett, for the strong legacy I have inherited. Our corporate
governance framework, published in ‘Corporate Governance in
Barclays’, is a comprehensive statement of our values and how we put
them into practice at Barclays. We review this statement annually to
ensure it remains relevant and current and you can find a copy on our
website at www.investorrelations.barclays.com.
Marcus Agius
Chairman
8th March 2007
Statement from Barclays PLC Board of Directors
For the year ended 31st December 2006, we have complied with the
provisions set out in section 1 of the UK Combined Code on Corporate
Governance (the Code) and applied the principles of the Code as
described below. The Code was revised with effect from 1st November
2006 and the revised Code applies to Barclays with effect from
1st January 2007.
Board Structure and Composition
At the date of this report, the Board is comprised of the Chairman, five
executive Directors and nine non-executive Directors. The roles of
Chairman and Chief Executive are separate and each has clearly defined
responsibilities. The Chairman’s main role is to lead and manage the
work of the Board to ensure that it operates effectively, provides
appropriate challenge and support for the executive management and
fully discharges its legal and regulatory responsibilities. The Group Chief
Executive is responsible for the day to day management of the Group,
for leading the executive Directors, for recommending strategy to the
Board and for making and implementing operational decisions. The
Chairman’s role is described fully in our ‘Charter of Expectations’, which
sets out the role profile for each of the main positions on the Board,
including the Chairman, Deputy Chairman, Senior Independent Director
and Committee Chairmen. The Charter of Expectations can be found at
www.investorrelations.barclays.com.
Our aim is to have a Board that has an appropriate balance of skills and
experience to support our strategy. In line with the recommendations
of the Code, at least half the Board, excluding the Chairman, are
independent non-executive Directors. The current balance between
executive and non-executive Directors is illustrated in the chart. Further
details of the Board’s assessment of the independence of non-executive
Directors can be found on page 119.
Sir Richard Broadbent continued as Senior Independent Director
during the year. The role of Senior Independent Director is important
in providing an additional contact for major shareholders and in
monitoring the performance of the Chairman. We have set out what
we expect of the role in our Charter of Expectations. During 2006,
Sir Richard met with a number of institutional shareholders and
shareholder bodies to discuss their views on the Group. He also led the
Chairman’s performance evaluation process, consulting with the other
non-executive Directors.
We made a number of changes to the Board during the year. Frits
Seegers joined the Board in July 2006 to head our Global Retail and
Commercial Banking businesses. As part of this realignment of our
operations, we announced that David Roberts would leave the Board
in late 2006 and that Gary Hoffman had been appointed as Vice-
Chairman. One of Gary’s key responsibilities is leading our corporate
responsibility agenda. In September 2006, we announced that
Matthew Barrett would retire as Chairman at the end of 2006 and that
Marcus Agius would succeed him as Chairman. Marcus joined the
Board on 1st September 2006 as a non-executive Director. He became
Chairman on 1st January 2007 and was independent on appointment.
Independent
non-executive
Directors
9
Chairman
1
Executive Directors
5
Balance of non-executive and executive Directors
Corporate governance
Corporate governance report