Barclays 2008 Annual Report Download - page 163

2
Governance
Barclays PLC Annual Report 2008 161
Nominations Committee, is considering both the appropriate size and skills
mix of the Board. As a financial services business, the Board aims to appoint
non-executive Directors who have the necessary skills and experience required
for a proper understanding of the Group’s activities and associated risks. The
Board also aims to have diverse geographical experience represented on the
Board and this is illustrated in Figure 3.
The Charter of Expectations, which forms part of ‘Corporate
Governance in Barclays’, includes detailed role profiles for each of the main
positions on the Board, including that of the Group Chairman, Deputy
Chairman, Senior Independent Director and both non-executive and
executive Directors. Responsibilities general to all Directors include:
1. Providing entrepreneurial leadership of the Company, within a
framework of prudent and effective controls, which enable risk to be
assessed and managed.
2. Approving the Company’s strategic aims, ensuring that the necessary
financial and human resources are in place for the Company to meet
its objectives and review management performance.
3. Setting the Company’s values and standards and ensuring that its
obligations to its shareholders and others are understood and met.
In addition, non-executive Directors have a responsibility to constructively
challenge and develop proposals on strategy whilst scrutinising the
performance of management in meeting the Group’s strategic objectives.
Following appropriate challenge and debate, the Board expects to reach
clear decisions and to provide a framework of support for the executive
Directors in their management of the Group’s business.
The Charter of Expectations, including role profiles for key Board positions,
is available from: www.aboutbarclays.com.
Sir Richard Broadbent continued in the role of Senior Independent
Director during 2008. The role of the Senior Independent Director is to:
– Be available to shareholders if they have concerns relating to matters
which contact through the normal channels of Group Chairman, Group
Chief Executive or Group Finance Director has failed to resolve, or for
which such contact is inappropriate.
– Maintain contact as required with major shareholders to understand
their issues and concerns, including attending meetings where
necessary with shareholders to listen to their views in order to help
develop a balanced understanding of the issues and concerns of
major shareholders.
– Meet with the non-executive Directors without the Group Chairman
present at least annually and lead the Board in the ongoing monitoring
and annual evaluation of the Group Chairman, including
communicating results of the evaluation to the Group Chairman.
During the year, Sir Richard Broadbent attended meetings with a number
of our institutional shareholders and shareholder bodies to discuss their
views on the Group. Sir Richard also received feedback on the Group
Chairman’s performance following the annual Board Effectiveness Review
and led discussions with the other non-executive Directors and the Group
Chief Executive on the Group Chairman’s performance.
Sir Nigel Rudd continued in the role of Deputy Chairman in 2008,
providing support to the Group Chairman as required in carrying out
his responsibilities.
The Board Corporate Governance and Nominations Committee is
responsible for reviewing the structure, composition and balance of the
Board and its principal Committees and recommends to the Board the
appointment of any new Directors. It is important that the Board is
refreshed regularly and the Committee conducts these reviews to ensure
that there is an appropriate mix of skills and experience on the Board.
Details of the experience and skills of each of the current Directors are set
out in their biographies on pages 152 to 153. The length of tenure of the
current non-executive Directors is illustrated in Figure 4.
In line with the recommendations of the Code, all Directors usually
seek re-election every three years and any Directors appointed during
the year seek re-election at the next annual general meeting (AGM).
However, for the 2009 AGM, as set out in the Group Chairman’s letter
to shareholders dated 18th November 2008, all Directors will be seeking
re-election, with the exception of Sir Nigel Rudd and Professor Dame
Sandra Dawson, who will be retiring at the conclusion of the AGM.
Details are set out in the Notice of Meeting.
External appointments contribute to an executive Director’s ongoing
development and experience and executive Directors are permitted to
serve on one other listed company board, in addition to their role at
Barclays. Other appointments may be taken up with the approval of the
Group Chairman. All external appointments are considered in line with the
Group’s policy on Directors’ Conflicts of Interest and, if appropriate, each
appointment is authorised by the Board. Further details of the Group’s
policy on Directors’ Conflicts of Interest are set out on page 162.
Independence of non-executive Directors
The Code sets out circumstances that may be relevant to the Board
in determining whether each non-executive Director is independent.
Barclays Charter of Expectations sets out specific criteria, which the Board
considers are essential behaviours, to assess the independence of each
non-executive Director, as follows:
– provides objective challenge to management;
– is prepared to challenge other’s assumptions, beliefs or viewpoints
as necessary for the good of the organisation;.
– questions intelligently, debates constructively, challenges rigorously
and decides dispassionately;
Fig 3: Geographical mix (main experience) of non-executive Directors
1
2
3
42008
1UK 8
2Continental Europe 1
3US 1
4Other 1
Fig 4: Length of tenure of non-executive Directors
1
2
3
42008
10-3 years 4
23-6 years 5
36-9 years 1
4over 9 years 1