Barclays 2006 Annual Report Download - page 122

implement approved strategy.
Attendance at Board and Board Committee meetings
All Directors are expected to attend each Board meeting and each
meeting of Board Committees of which they are members, unless
there are exceptional circumstances that prevent them from doing so.
Meeting dates are generally set well in advance to enable Directors to
manage their other commitments. On the few occasions where a
Director is unable to attend a particular meeting, he or she will usually
discuss the matters to be considered with the Chairman of the meeting
to ensure their views are taken into account.
All Directors invested the time required in 2006 to discharge their
responsibilities to the Board and, in the case of non-executive Directors,
they each met the time commitment expected of them as set out in our
Charter of Expectations. All Directors, including the Chairman, must
report any material change in their circumstances to the Board for
consideration. Executive Directors are permitted to serve on one other
listed company board in addition to their duties at Barclays and such
appointments must be submitted to the Board for prior approval.
The significant other commitments of Directors are reported in their
biographies on pages 112 and 113.
Board Meetings
Number of
meetings Number of
eligible to meetings
attend attended
Director in 2006 in 2006
Matthew W Barrett 8 8
Marcus Agius (from 1st September 2006) 3 3
Sir David Arculus (to 27th April 2006) 3 3
Sir Richard Broadbent 8 8
Leigh Clifford 8 6
Fulvio Conti (from 1st April 2006) 6 6
Dr Danie Cronjé 8 8
Professor Dame Sandra Dawson 8 8
Robert E Diamond Jr 8 8
Gary Hoffman 8 8
Naguib Kheraj 8 8
Sir Andrew Likierman 8 8
David Roberts 8 8
Sir Nigel Rudd 8 8
Stephen Russell 8 8
Frits Seegers (from 10th July 2006) 4 3
Robert Steel (to 11th October 2006) 6 5
Sir John Sunderland 8 7
John Varley 8 8
Eight full Board meetings took place in 2006 and the table sets out each
Director’s attendance record. The meetings included a full day offsite
meeting, devoted to review and approval of Group strategy. The
Chairman usually meets privately with all the non-executive Directors
prior to each Board meeting to brief them on the business to be
considered and to hear any concerns they may have. Eight such
meetings took place in 2006. In addition to the eight full meetings held
in 2006, two additional Board meetings were held, involving the
Chairman, Group Chief Executive and non-executive Directors only, to
consider the respective appointments of Frits Seegers and Marcus
Agius to the Board. The additional meeting to consider the appointment
of Marcus Agius was chaired by Sir Nigel Rudd.
Fulvio Conti, Chief Executive of Enel SpA, the Italian energy company,
joined the Board in April 2006 and brings to the Board both international
experience and financial expertise; Fulvio was previously Chief Financial
Officer of Enel SpA. Sir David Arculus retired as a non-executive Director
in April 2006, having served for nine years, and Robert Steel resigned
from the Board in October 2006 in order to take up a senior position in
the US Treasury.
We review the balance and composition of our Board and its principal
Committees regularly to ensure that we have an appropriate balance
and a good mix of skills and experience. We also consider the need to
refresh the Board and Committees.
Role of the Board
The Board is responsible to shareholders for creating and sustaining
shareholder value through the management of the Group’s businesses.
It is also responsible for ensuring that management maintain a system
of internal control that provides assurance of effective and efficient
operations, internal financial controls and compliance with law and
regulation. The Board is the decision-making body for all matters deemed
material to the Group in strategic, financial and reputational terms.
The Board has a formal schedule of matters reserved for its decision,
including the approval of interim and final financial statements,
significant changes in accounting policy and practice, the appointment
or removal of Directors or the Company Secretary, changes to the
Group’s capital structure and major acquisitions, mergers, disposals and
capital expenditure. Further details of the matters reserved to the Board
can be found in the document, ‘Corporate Governance in Barclays’.
Specific responsibilities have been delegated to Board Committees,
which have access to independent expert advice at the Group’s expense.
The terms of reference of our principal Board Committees are available at
www.investorrelations.barclays.com. The principal Board Committees
and their activities during 2006 are described on pages 120 to 123.
Responsibility for the day to day management of the Group is delegated
to the Group Chief Executive, who is supported by the Group Executive
Committee, which he chairs. The Committee meets weekly to develop
strategies and policies for recommendation to the Board and to
Other
2
UK
6
Europe
1
Geographical mix (main experience)
of non-executive Directors
Over 9 years
1
0-3 years
5
3-6 years
2
Length of tenure of non-executive Directors
6-9 years
1
Barclays PLC
Annual Report 2006
118
Corporate governance
Corporate governance report