Barclays 2009 Annual Report Download - page 161

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 159
Terms of reference
Board Audit
Committee
Reviews accounting policies
and the contents of financial
reports. Monitors disclosure
controls and procedures
and the internal control
environment. Considers the
adequacy and scope of the
external and internal audit.
Oversees the relationship
with our external auditors.
Board Corporate Governance
and Nominations Committee
Reviews composition of Board.
Recommends appointment
of new Directors.
Considers succession plans
for Group Chairman and
Group Chief Executive positions.
Monitors corporate governance
issues. Oversees the annual
Board performance review.
Board HR and
Remuneration Committee
Sets the policy for executive
Directors’ and senior
executives’ remuneration.
Approves individual
remuneration awards.
Agrees changes to senior
executive incentive plans.
Governs employee share
schemes. Looks at strategic
HR issues.
Board Risk
Committee
Recommends total level of risk
we are prepared to take
(risk appetite) to the Board.
Monitors risk appetite.
Reviews limits for individual
types of risk. Monitors the
risk profile. Obtains assurance
that principal risks have been
properly identified and are
being appropriately managed.
All members of the principal Board Committees are independent non-
executive Directors, although the Group Chairman is a member of the Board
HR and Remuneration Committee, as permitted by the Code for a Chairman
who was independent on appointment. The Group Chairman is also
Chairman of the Board Corporate Governance and Nominations Committee.
Each Committee’s terms of reference set out the specific matters for
which delegated authority has been given by the Board. These terms of
reference are reviewed annually and are available on our website at:
www.barclays.com/corporategovernance. A summary of the terms of
reference is set out in the table below.
Board Audit Committee
Sir Michael Rake (Chairman from 31st March 2009)
Fulvio Conti
Simon Fraser (from 1st May 2009)
Sir Andrew Likierman
Stephen Russell (to 31st October 2009) (Chairman to 31st March 2009)
Secretary
Lawrence Dickinson
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, Chief Risk Officer, Group General
Counsel and the lead external audit partner normally attend all scheduled
Board Audit Committee meetings. The Board Audit Committee members
usually meet before each meeting, without any executive Directors or senior
management present, to raise any questions and discuss issues with the
Chairman of the meeting. 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
succeeded Stephen Russell as Chairman of the Committee in March 2009.