Barclays 2008 Annual Report Download - page 160

Corporate governance
Corporate governance report
Corporate governance framework
The Group operates within a comprehensive governance framework,
which is set out in the diagram below. Details of the Group’s risk
management framework can be found on pages 75 to 79.
The Board is responsible for managing the Company on behalf of its
shareholders and each Director must act in a way that he or she considers
promotes the long-term success of the Company for the benefit of those
shareholders as a whole. The Board also ensures that an appropriate
balance between promoting long-term growth and delivering short-term
objectives is achieved. The Board delegates responsibility for the day-to-
day management of the Company to the Group Chief Executive, who is
then responsible for ensuring that the business is operating effectively.
The Group Chief Executive is supported by the Executive Committee,
which he chairs, and the Executive Committee is supported by a number
of management committees, including the Disclosure Committee. Details
of the Disclosure Committee are set out on page 168. This report sets out
how the Board and its Committees work within the governance
framework and corporate governance guidelines.
The Board has eight scheduled Board meetings each year. Strategy is
reviewed regularly at these meetings and there is normally a day and a half
offsite meeting to consider and approve the Group’s strategy for the next
year. In addition to the scheduled Board meetings in 2008, 23 additional
Board meetings were held during the year. The purpose of these meetings
was to discuss the difficult market conditions that existed during the year
and in particular the three equity capital raising transactions that were
undertaken: the £4.5bn Placing and Open Offer in July (the ‘Open Offer’),
the £701m Placing in September (the ‘Placing’) and the issue of £4.05bn
in Mandatorily Convertible Notes, £3bn in Reserve Capital Instruments
by Barclays Bank PLC and warrants for new ordinary shares in November
(the ‘Capital Raising’). There were 12 Board meetings held in October and
November specifically to discuss the Capital Raising. There were also eight
meetings of the Board Finance Committee, to which the Board delegated
authority to approve certain aspects of the capital raising transactions and
the acquisition of Lehman Brothers North American businesses. The
Board Finance Committee comprises the Group Chairman, the Group
Chief Executive and at least two independent non-executive Directors,
typically the Deputy Chairman and Senior Independent Director.
These additional Board meetings, which were called at short notice,
had attendance of 78% for the Open Offer (May-July 2008), 85% for
the acquisition of the Lehman Brothers North American businesses
(September 2008) and 90% for the Capital Raising (October-November
2008). Attendance at the Board Finance Committee was 100%. Those
Directors who were unable to attend any meeting were briefed separately
on the discussions at the meetings and their views were sought.
We arrange scheduled Board and Committee meetings at least a year
in advance. All Directors are expected to attend each meeting and the
attendance at scheduled Board meetings is set out on page 163. All
Directors are provided with background papers and relevant information
in advance of each meeting. If a Director is unable to attend a meeting
because of exceptional circumstances, he or she will still receive the
supporting papers and will usually discuss with the Chairman of the
meeting any matters they wish to raise to ensure their views are given due
consideration. The Group Chairman usually meets with the non-executive
Directors, without the executive Directors or any senior management
present, ahead of each scheduled Board meeting to brief them on the
business of the meeting. These meetings give the non-executive Directors
an opportunity to advise the Chairman if they have any particular
questions they wish to raise. The Group Chairman, Group Chief Executive
and Company Secretary are always available for the Directors to discuss
any issues relating to the Board meetings or other matters. In 2008, all
Directors contributed the appropriate amount of time needed to fulfil their
responsibilities. Reasons for non-attendance are generally prior business,
personal commitments or illness. Given market conditions in 2008, several
meetings had to be rearranged at short notice and it was not always
possible for all Directors to attend on the revised date.
The Group Chairman and the Company Secretary work together to
make sure that the information communicated to the Board is accurate,
timely and clear. This applies in advance of regular, scheduled Board
meetings and in exceptional circumstances between those meetings.
Timely communication of information was particularly important this year,
given the need for the Board to respond to rapidly changing circumstances.
Directors also have secure access to electronic copies of meeting papers
and other key documents via a dedicated Directors’ intranet, which includes
past and current Board and Committee papers, reports, minutes, press
coverage, analyst reports and material from briefing sessions. The services
of the Company Secretary and his team are available to all Directors.
Directors may also take independent professional advice on request,
at the Company’s expense.
The Board
Role of the Board
Directors are required, by UK company law, to act in a way they consider, in
good faith, would promote the success of Barclays for the benefit of the
shareholders as a whole. In doing so, the Directors must have regard
(amongst other matters) to:
– the likely consequences of any decision in the long term;
– the interests of Barclays employees;
158 Barclays PLC Annual Report 2008 |Find out more at www.barclays.com/annualreport08
Corporate governance framework
Board Audit Committee
Board Corporate Governance
and Nominations Committee
Board
(Group Chairman, four executive Directors,
11 non-executive Directors)
Group Chief Executive
Executive Committee
Management committees
(including Disclosure Committee)
Board HR and
Remuneration Committee
Board Risk Committee