Barclays 2009 Annual Report Download - page 155

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 153
and their views were sought and considered. There were also 12 meetings
of the Board Finance Committee, to which the Board delegated authority
to review and approve certain aspects of the iShares, BGI and credit market
exposure transactions. The Board Finance Committee, whose purpose is
to authorise certain transactions to which the Group is party, subject to the
relevant authority being delegated to the Committee by the Board (as set
out in the Board Finance Committee’s Terms of Reference), comprises the
Group Chairman, Group Chief Executive and at least two independent
non-executive Directors. Board Finance Committee attendance was 100%.
Scheduled Board and Committee meetings are arranged at least one
year in advance and all Directors are expected to attend each meeting.
All Directors are provided with the meeting papers and relevant information
in advance of each meeting and, 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 any matters they wish to raise
with the Chairman of the meeting. This ensures that their views are given
due consideration. The attendance at Board meetings held in 2009 is set
out on page 155. In 2009, all Directors committed an appropriate amount
of time to fulfil their duties and responsibilities on the Board. Any instances
of non-attendance at Board meetings are generally related to prior business
or personal commitments or illness. The additional meetings in 2009 were
often arranged at short notice or rearranged as market conditions changed
and it was not always possible for all Directors to attend these meetings
particularly because of time zone differences.
Non-executive Director Board briefings
The Group Chairman usually meets with the non-executive Directors ahead
of each scheduled Board meeting to brief them on the business of the
meeting. These meetings are held without any executive Directors or senior
management present. The non-executive Directors use these meetings as
an opportunity to advise the Group Chairman if they have any specific
questions they would like to raise about the business of the meeting. The
Group Chairman, Group Chief Executive and Company Secretary are always
available for the Directors to discuss any issues concerning Board meetings
or other matters.
Role of the Board
UK company law requires Directors to act in a way they consider, in good
faith, would promote the success of the Company for the benefit of
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;
– the need to foster Barclays business relationships with suppliers,
customers and others;
– the impact of Barclays operations on the community and the environment;
– the desirability of Barclays maintaining a reputation for high standards of
business conduct; and
– the need to act fairly as between shareholders of Barclays.
In addition to their statutory duties, the Directors must ensure that the
Board focuses effectively on all its accountabilities. The Board determines
the strategic objectives and policies of the Group to deliver long-term value,
providing overall strategic direction within an appropriate framework of
rewards, incentives and controls. The Board is collectively responsible for
the success of the Group: the executive Directors are directly responsible
for running the business operations and the non-executive Directors are
responsible for bringing independent judgment and scrutiny to decisions
taken by the Board. The non-executive Directors must satisfy themselves on
the integrity of financial information and that financial controls and systems
of risk management are robust. Following presentation by executive
management and a disciplined process of review and challenge by the
Board, clear decisions on the policy or strategy are adopted, and the
executive management are fully empowered to implement those decisions.
The role and responsibilities of the Barclays Board are set out in ‘Corporate
Governance in Barclays’, which is available on our website at
www.barclays.com/corporategovernance.
Role of the Group Chairman
The role of the Group Chairman is to lead and manage the Board to ensure
it discharges its legal and regulatory responsibilities fully and effectively.
The time commitment of the Group Chairman is set out in our Charter of
Expectations and is in line with the Walker Review recommendation that a
Chairman commits two-thirds of his/her time to the role. The Group Chairman
must also ensure the Board is effective in delivering all its objectives, and so
sets the Board agenda and allocates sufficient time for the Board to engage
in meaningful discussions on strategic issues. He facilitates and encourages
challenge from all Directors where decisions are needed on matters of risk
and strategy. The Group Chairman also ensures that the Directors are kept
well-informed, particularly the non-executive Directors, so that Board
discussions are effective and there is good communication between the
executive and non-executive Directors. The Group Chairman, Group Chief
Executive and the Company Secretary work together to ensure that the
Directors receive relevant information for them to discharge their duties
and that such information is accurate, timely and clear. The communication
of information applies to all scheduled Board meetings, but is particularly
important in exceptional circumstances where the Board needs to respond
to changing market conditions. We provide all our Directors with secure
access to electronic copies of meeting papers and other key documents via
a dedicated Directors’ intranet. The documents available include past and
current Board and Committee papers, reports, minutes, press coverage,
analyst reports and material from briefing sessions.
Role of the Chief Executive
The roles of the Group Chairman and Group Chief Executive are separate.
The role of the Group Chief Executive is to manage the day-to-day
running of the Group. The Board has delegated this responsibility to the
Group Chief Executive and he then leads the executive Directors and
Executive Committee in making and executing operational decisions.
The Group Chief Executive is also responsible for recommending strategy
to the Board.
Company Secretary
The Company Secretary and his team provide dedicated support to the
Board. Their services are available to all Directors, particularly the non-
executive Directors who may need additional support to ensure they receive
timely and accurate information to fulfil their duties. Directors may also take
independent professional advice on request at the Company’s expense.
Effective internal control
One of the Board’s key responsibilities is to ensure that management
maintains a system of internal control that provides assurance of effective
and efficient operations, internal financial controls and compliance with law
and regulation. The Board considers the materiality of financial and other
risks to the Group’s business and reputation, ensures that appropriate
controls are in place and considers the relative costs and benefits of
implementing specific controls.
The powers of the Board are set out in a formal schedule of matters
reserved for the Board’s decision. These matters are significant to the Group
as a whole because of their strategic, financial or reputational implications.
The Schedule of Matters Reserved to the Board is reviewed and updated
regularly to ensure it remains appropriate and a summary of these matters is
set out on page 154.
Board Activities in 2009
At each meeting in 2009, the Group Chief Executive and Group Finance
Director reported to the Board and one or two of the main businesses or
functions also presented an update on the implementation of their agreed
strategy. Scheduled Board meetings also received reports from each of the
principal Board Committees and reports from the Company Secretary on
relevant corporate governance matters, including updates on the Walker
Review and the Review of the Combined Code and the potential implications
for the Group. The Board also received reports on the new regulatory
frameworks in respect of compensation, particularly in respect of the FSA
Remuneration Code and the proposals of the Financial Stability Board.