Barclays 2008 Annual Report Download - page 165

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Governance
Board Committees
Certain responsibilities of the Board are delegated to Board Committees
to assist the Board in carrying out its functions and to ensure independent
oversight of internal control and risk management. Membership of Board
Committees is recommended to the Board by the Board Corporate
Governance and Nominations Committee, which reviews Committee
composition and balance regularly to ensure the Committees are
refreshed. All members of principal Board Committees are non-executive
Directors, although the Chairman is a member of the Board HR and
Remuneration Committee. Each Board Committee’s terms of reference
set out the specific matters for which delegated authority has been
given. These terms of reference, which are available on our website, are
reviewed annually.
The Board has delegated authority to four principal Board Committees:
– Board Audit Committee
– Board Risk Committee
– Board Corporate Governance and Nominations Committee
– Board HR and Remuneration Committee
The number of meetings held and attendance at the Committee meetings
is set out above in ‘Board and Committee Membership and Attendance’.
The activities of the Board Committees are set out on the pages 163 to 168.
The terms of reference for each of the principal Board Committees
are available from the Corporate Governance section at:
www.aboutbarclays.com.
Board Audit Committee
Stephen Russell (Chairman)
Fulvio Conti
Professor Dame Sandra Dawson
Sir Andrew Likierman
Sir Michael Rake
Secretary: Lawrence Dickinson
The Board Audit Committee terms of reference are available from the
Corporate Governance section at: www.aboutbarclays.com.
In addition to the members of the Committee, there are a number of
regular attendees at each meeting. The Group Chief Executive, Group
Finance Director, Barclays Internal Audit Director, Group Risk Director, Group
General Counsel and the lead external audit partner normally attend all
scheduled Board Audit Committees. The Board Audit Committee members
usually meet privately before each meeting to raise any concerns with the
Chairman of the meeting and they also meet with the external auditors and
the Barclays Internal Audit Director, without management present, at the
end of most Committee meetings. Sir Andrew Likierman continues to fulfil
his role as the ‘financial expert’ as defined by the US Sarbanes-Oxley Act of
2002 and, as a result of his accountancy background and his career with
HM Treasury, has ‘recent and relevant financial experience’ as
recommended by the Code. Sir Michael Rake will succeed Stephen Russell
as Chairman of the Committee in March 2009. Sir Michael has significant
audit experience having worked at KPMG from 1972-2007 where he was
Chairman of KPMG International from 2002-2007.
Barclays PLC Annual Report 2008 163
Board and Committee Membership and Attendance
The table below sets out attendance of Directors at Board and Committee meetings in 2008.
Board
Board HR & Corporate
Board Remuner- Governance & Board
Scheduled Additional Audit ation Nominations Risk
Independent Board Board Committee Committee Committee Committee
Number of meetings held 7 23 10 524
Group Chairman
Marcus Agius OA 7 23 –52–
Executive Directors
John Varley (Group Chief Executive) ED 7 23 ––––
Bob Diamond ED 722––––
Gary Hoffman (left the Board 31st August 2008) ED 57––––
Chris Lucas ED 7 23 ––––
Frits Seegers ED 6 20 ––––
Non-executive Directors
David Booth I722 –––4
Sir Richard Broadbent (Senior Independent Director) I721 –524
Leigh Clifford I713 –4––
Fulvio Conti I717 9–––
Dr Danie Cronjé (left the Board 24th April 2008) I2––––1
Professor Dame Sandra Dawson I721 10 –––
Sir Andrew Likierman I718 8––4
Sir Michael Rake I621 7–––
Sir Nigel Rudd (Deputy Chairman) I720 ––2–
Stephen Russell I613 10 –23
Sir John Sunderland I720 –41–
Patience Wheatcroft I722 ––––
Key
OA Independent on appointment
ED Executive Director
IIndependent non-executive Director