Barclays 2007 Annual Report Download - page 136

Corporate governance
Corporate governance report
134 Barclays PLC Annual Report 2007
The overall governance framework within which the Group operates is set
out above. Details of the Group’s risk management framework can be found
on pages 80 to 112.
The Board manages the Company on behalf of the shareholders. In order
to run the business effectively, the Board delegates responsibility for the
day-to-day management of the Company to the Group Chief Executive, who
is supported by the Executive Committee, which he chairs. The Executive
Committee is supported by various management committees, including
the Disclosure Committee. Details of the Disclosure Committee are set out
on page 141. The rest of this report describes the way in which the Board
and its Committees operate within the governance framework.
The terms of reference for each of the principal Board Committees are
available from the Corporate Governance section at:
http://www.aboutbarclays.com
There are eight scheduled Board meetings each year. One of these meetings
is a day and a half off-site meeting for the purposes of considering and
approving the Group’s strategy. The Group Chairman meets privately with
the non-executive Directors before each scheduled Board meeting in order
to brief them on the business of the meeting and identify any shared areas
of concern. In addition to the scheduled Board meetings in 2007, there
were a further 13 Board meetings held in relation to the proposed merger
with ABN AMRO and ten meetings of a specially appointed Committee of
the Board (the ‘Transaction Committee’), comprising the Group Chairman,
Group Chief Executive, Deputy Chairman and Senior Independent Director,
which was established for the purpose of overseeing the proposed merger
with ABN AMRO and considering various aspects of the proposed
transaction. Attendance at the additional Board meetings, which were
often called at short notice, was 88.1%. Attendance at the Transaction
Committee was 100%.
Scheduled Board and Committee meetings are arranged well in advance
to ensure, as far as possible, that Directors can manage their time
commitments. All Directors are provided with supporting papers and
relevant information for each meeting and are expected to attend, unless
there are exceptional circumstances that prevent them from doing so.
Attendance at the scheduled Board meetings is set out on page 137.
Reasons for non-attendance are generally prior business or personal
commitments. In the event that a Director is unable to attend a meeting,
they will still receive the papers for the meeting and will normally discuss
any matters they wish to raise with the Chairman of the meeting to ensure
their views are taken into account. In addition, all Directors are able to
discuss any issues with the Group Chairman and Group Chief Executive
at any time. In the case of Leigh Clifford, who was unable to attend two
meetings of the Board HR and Remuneration Committee in 2007 because
of other commitments, including his relocation to Australia following his
retirement as Chief Executive of Rio Tinto, he received the papers for the
meetings he was unable to attend and provided comments to the Committee
Chairman ahead of both meetings. In 2007, all Directors contributed the
time necessary to discharge their responsibilities to the Board.
The Group Chairman works closely with the Company Secretary to ensure
that accurate, timely and clear information flows to the Board. Supporting
papers for scheduled meetings are distributed the week before each
meeting. Directors may also access electronic copies of meeting papers
and other key documents quickly and securely via a dedicated Directors’
Intranet. Examples include past and current Board and Committee papers,
reports, minutes, press coverage, analyst reports and material from training
sessions. All Directors have access to the services of the Company Secretary
and his team, and can take independent professional advice on request,
at the Company’s expense.
Corporate Governance Framework
Board Audit Committee
Board Corporate Governance
and Nominations Committee
Board
(Group Chairman, Five executive Directors,
12 non-executive Directors)
Group Chief Executive
Executive Committee
Management committees
(including Disclosure Committee)
Board HR and
Remuneration Committee
Board Risk Committee