Barclays 2007 Annual Report Download - page 144

142 Barclays PLC Annual Report 2007
Corporate governance
Corporate governance report
Board Effectiveness
Performance Review
An annual evaluation of Board and Committee effectiveness is conducted,
as recommended by the Code. The evaluation in 2006 was independently
facilitated by Egon Zehnder International and comprised a questionnaire,
supplemented by individual interviews and peer reviews. The following
actions were set for 2007:
– provision of additional training on risk issues for non-executive Directors,
including specific awareness of risk management and measurement
methodologies for Board Risk Committee members; and
– continued work on Board meeting agenda management to ensure
there is time for rigorous debate and exchange of ideas.
Training on risk issues was provided in April 2007 and feedback sought
from the participants. The time allocated to Board meetings has been
increased to allow for extended debate and discussion. The Board
Corporate Governance and Nominations Committee monitored the
progress of the action plan during 2007 and are satisfied with the steps
taken to tackle the issues highlighted by the evaluation.
The 2007 evaluation was again independently facilitated by Egon Zehnder
International. The evaluation took the form of detailed questionnaires
completed by each Director, individual interviews and peer evaluation of
fellow Directors. The results of the evaluation were presented to the Board
in February 2008 and continued to demonstrate the improving trend
since the current process of evaluation was adopted in 2004. The Board
concluded that the Board and the principal Board Committees continue
to operate effectively. Minor enhancements were recommended around:
– the form and content of Board papers and presentations; and
– refinement to the Board calendar of business, particularly in respect of
the timing and content of presentations on stakeholder management.
The Board Corporate Governance and Nominations Committee will
recommend an action plan to the Board to deliver these improvements
in 2008.
The Group Chairman will hold private meetings with each Director to
discuss the results and to agree areas for development relating to their own
individual performance. Feedback on the Group Chairman’s performance
was provided to the Senior Independent Director, who discussed the
results privately with the other non-executive Directors and the Group
Chief Executive before meeting with the Group Chairman.
Training and Business Awareness
A three part training programme is in place for Directors. This comprises:
– induction training, when they join the Board;
– training and awareness of the business of Barclays; and
– training and awareness of external technical matters.
Induction
All new Directors receive an information pack that explains those disclosures
they are obliged to make to the Company to comply with various laws
and regulations. A presentation is given to all new Directors, which outlines
their responsibilities as a Director of a global, listed company and provides
an overview of the Group and its businesses. Each new Director then has
a tailored induction programme to further familiarise themselves with
the Group and its businesses. This takes the form of sessions with each
of the executive Directors and the heads of the main Group functions
and includes opportunities to visit operational sites to meet with senior
management and employees. Once they have completed the first part
of their induction, and have a good overview of the Group, they then
have further sessions with the executive Directors and senior managers
from each of the principal business units to gain a detailed and in depth
understanding of their business, which includes the challenges,
opportunities and risks that are faced by each. Marcus Agius and David
Booth undertook their induction training in 2007. A report on the Group
Chairman’s induction programme is set out in the panel above.
Barclays businesses and operations
During 2007, two off-site Board meetings were held. In March, the Board
met at the New York offices of Barclays Capital, where Directors were given
a tour of the site, including the trading floor, and had the opportunity to
meet with staff, senior management and major clients. In September, the
Board met at the London office of Barclays Wealth.
National Branch Week was held in September, where over 300 senior
executives from the Group went back to the floor to find out what
successes and challenges employees in the branches are facing at the
sharp end of the business. A number of Directors participated and worked
alongside cashiers, personal bankers and co-ordinators for the day. To
keep them informed of issues relevant to front line employees and up to
date with news around the Group, Directors receive copies of The Globe,
the magazine for employees.
External matters
Directors are regularly briefed on market opinion and receive copies
of analyst research and press commentary. Attendance at results
presentations, analyst rehearsals and corporate governance receptions
enables Directors to meet with analysts and investors to enhance their
awareness of market sentiment and the views of major shareholders.
External speakers were invited to brief the Board in 2007 on the global
economic outlook. All Directors were made aware in 2007 of their
responsibilities under the FSA’s Prospectus Rules in connection with the
proposed merger with ABN AMRO. A number of briefings were given to
the Board on the changes being introduced by the Companies Act 2006
and, in particular, the new statutory statement of Directors’ Duties, to
ensure that Directors are aware of their responsibilities. Guidance was
provided to management and to the Board on the desired content of
supporting Board and Committee papers, to ensure that Directors are
provided with sufficient information to allow them to have regard to
(amongst others) the stakeholders of the Group and the long term
consequences of any decisions they make.
Group Chairman’s Induction
Since joining the Barclays Board in September 2006 and becoming
Group Chairman in January 2007, I have been involved in a wide-
ranging programme of meetings and familiarisation visits to help
me get to know Barclays, our colleagues and customers.
The programme began in 2006, when I met with each member of the
Executive Committee and senior management across each of the
business areas and head office functions of Barclays. To broaden my
understanding of the Barclays businesses, I have this year visited Retail
Banking branches in the UK and Africa, Barclays Commercial Bank
services in Stratford and Gadbrook Park, Barclaycard in Northampton,
Barclays Capital in New York, Barclays Global Investors in San Francisco,
Barclays France, Barclays Spain and the Barclays operations in Tokyo
and Singapore.
As well as the induction meetings with senior management, I have met
with shareholders and analysts and other stakeholders to gauge their
views of Barclays and assess market opinion.
I am also Chairman of the Board Corporate Governance and Nominations
Committee, a member of the Board HR and Remuneration Committee
and I have attended meetings of both the Board Audit and Board Risk
Committees during the year to observe at first hand how these
Committees operate and the key issues they examine.
Marcus Agius