Barclays 2009 Annual Report Download - page 156

154 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
The Board allocated its time at scheduled Board meetings during
2009 to the following:
Strategy
– discussion of and approval of Group Strategy, including risk strategy and
remuneration strategy;
– reports from the Group Chief Executive on key strategic issues and
progress, matters considered by the Executive Committee and competitor
activity. The reports also included progress on Group-wide key objectives,
a half yearly review of TSR performance and an update on talent
management;
– reports from the following businesses on progress against strategy:
Western Europe, Barclays Global Investors, Barclays Wealth, Barclays
Commercial Bank, Barclays Capital (including an update on the integration
of the Lehman Brothers North American business), Barclaycard, UK Retail
Bank and Absa;
– reports on the following key issues: Brand and Marketing, Corporate
Sustainability, Franchise Health (including customer and employee
satisfaction measures); and
– presentations on shareholder sentiment (including institutional
perceptions) and reputation.
Finance (including capital and liquidity)
– reports from the Group Finance Director on the financial position of
the Group, which included capital management and liquidity updates
throughout the year;
– regular reports from the Chairman of the Board Audit Committee on
matters discussed at that Committee;
– approval of the full year and half-year results for the Group;
– reports on peer group comparison of results following the release
of preliminary and half-year results;
– approval of the dividend policy;
– approval of the Group’s cost of equity and capital plan for 2010; and
– approval of the medium-term plan (including the financial framework)
and short-term plan.
Risk
– regular reports from the Chief Risk Officer on risk management and
impairment and from the Group General Counsel on legal risk issues;
– regular reports from the Chairman of the Board Risk Committee on
matters discussed at that Committee; and
– approval of Risk Appetite and Liquidity Risk Appetite for the Group for 2010.
Summary of Matters Reserved for the Board
– Approval of the Group’s strategy, Medium-Term and Short-Term Plans
– Approval of Risk Appetite and Liquidity Risk Appetite
– Monitoring delivery of the strategy and performance against plan
– Changes relating to capital structure or status as a PLC
– Approval of annual Capital Plan
– Approval of interim and final financial statements, dividends and any
significant change in accounting policies or practices
– Authorisation for Directors’ conflicts or possible conflicts of interest
– Appointment (or removal) of Company Secretary and Chief Risk Officer
– Any share dividend alternative
– Remuneration of auditors and recommendations for appointment or
removal of auditors
– Approval of all circulars, prospectuses and significant press releases
– Principal regulatory filings with stock exchanges
– Board appointments and removals
– Role profiles of key positions on the Board
– Terms of reference and membership of Board Committees
– Major acquisitions, mergers or disposals
– Major capital investments and projects
– Approval of the framework for determining the policy and specific
remuneration of Executive Directors
– Approval of Chairman and non-executive Director remuneration
– Major changes in employee share schemes
– Approval of allotment of shares
– Approval of Board and Board Committees performance
evaluation process
– Determination of independence of non-executive Directors
– Approval of Corporate Governance framework
– Approval of division of responsibilities between the Chairman and
Group Chief Executive
– Rules and procedures for dealing in Barclays securities
Go online
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
1
2
3
4
2009 2008
% %
1 Strategy Formulation and
Implementation Monitoring 22 16
2 Finance (including capital
and liquidity) 25 27
3 Governance and Risk
(including regulatory issues) 13 6
4 Corporate Finance 33 13
5 Capital Management
a – 33
6 Other
(including compensation) 7 5
56
Fig. 1: Board allocation of time
Note
aCapital management was reported separately for 2008. It is included within Finance
(including capital and liquidity) for 2009.