Barclays 2009 Annual Report Download - page 160

158 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
and Sir Michael Rake will also offer themselves for re-election. The Directors
retiring by rotation, as required by our Articles, and offering themselves for
re-election are Sir Andrew Likierman and Chris Lucas. Reuben Jeffery, who
was appointed on 16th July 2009, is also offering himself for re-election.
Induction, business awareness and development
Each new Director receives an induction presentation, an information pack
and a personalised induction programme. The induction presentation
explains their responsibilities as a Director of a global, listed financial services
company and sets out an overview of the Group and its businesses. The
information pack gives details of the disclosures that Directors are required
to make to comply with various laws and regulations. The personal
induction programme, which is discussed with each new Director, is tailored
to their needs so that they can gain a better understanding of the Group and
its businesses. The induction programme typically involves two stages of
meetings. The first involves sessions with each of the executive Directors,
members of the Executive Committee and the heads of the main Group
functions. These sessions include opportunities for the new Director to visit
operational sites and meet with senior management and employees. The
second stage includes additional sessions with the executive Directors and
senior managers from each of the Group’s main business units to provide
the new Director with in-depth information to develop a comprehensive
understanding of those businesses. The sessions focus on the challenges,
opportunities and risks that are faced by each business unit. Simon Fraser
and Reuben Jeffery undertook their Board induction programmes during
2009. Additional induction programmes are put together for non-executive
Directors who are joining any of the principal Board Committees and may
include meetings with external advisers and the Group’s statutory auditor,
where appropriate or relevant.
To ensure the Directors continue to further their understanding of the
issues facing the Group we provide a comprehensive programme of
business awareness training sessions and briefings on external technical
matters. In early 2009, non-executive Directors were sent a questionnaire
to seek their views on topics of interest, including business specific areas
and technical issues. As a result, three in-depth briefing sessions on Basel II,
Capital Management and Derivatives were arranged during 2009.
Attendees were sent pre-reading material for these sessions and interactive
discussions were encouraged. Positive feedback was received from the non-
executive Directors who attended these sessions and further sessions are
planned for 2010.
During 2009, in response to the 2008 Board Effectiveness Review, a
questionnaire was sent to non-executive Directors requesting feedback
about the level of interaction with senior management below Board level.
Following that feedback, and in addition to the regular presentations made
to each Board meeting by senior managers, we aim to hold regular lunches
for the non-executive Directors and senior management after Board
meetings to encourage greater informal interaction between non-executive
Directors and senior management.
External matters
Directors are regularly briefed on market opinion and receive copies of
analyst research and press commentary. Further briefing material on market
conditions was sent to Directors during 2009 and Directors continue to
receive relevant publications to keep them up to date with changing market
opinion, including a weekly commentary on the Barclays share price and
analyst comment. Directors are invited to attend results presentations to
meet with analysts and investors to enhance their awareness of market
sentiment.
Functioning of the Board and evaluation of performance
Functioning of the Board
For the Board to function effectively, the non-executive Directors must
contribute to Board discussions and challenge and test the proposals
on strategy that are put forward by the executive Directors. The Board
promotes an environment whereby challenge from the non-executive
Directors is welcomed and encouraged, combined with full support for
and empowerment of the executive Directors in implementing decisions.
The 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. The four principal Board
Committees (the Board Audit Committee, the Board Corporate Governance
and Nominations Committee, the Board HR and Remuneration Committee
and the Board Risk Committee) play an essential role in supporting the
Board in fulfilling its responsibilities and ensuring that the highest standards
of corporate governance are maintained throughout the Group. Each Board
Committee reports to the Board following each of its meetings and the
minutes of each Board Committee meeting are circulated to the Board.
This report sets out how the Board and its Committees work within the
governance framework and corporate governance guidelines.
Go online
The Charter of Expectations, including role
profiles for key Board positions, is available
from www.aboutbarclays.com
Current membership of the Board Committees
Board Corporate
Board Governance & Board HR &
Audit Nominations Remuneration Board Risk
Committee Committee Committee Committee
Marcus Agius – C M –
David Booth – M – C
Sir Richard Broadbent – M C M
Leigh Clifford – – M –
Fulvio Conti M–––
Simon Fraser M – M –
Reuben Jeffery III – – – M
Sir Andrew Likierman M – – M
Sir Michael Rake C M – M
Sir John Sunderland – M M –
Key
CChairman
MMember