Barclays 2009 Annual Report Download - page 166

164 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Corporate governance
Corporate governance report
continued
Management Committees
Executive Committee
John Varley, Group Chief Executive (Chairman)
Bob Diamond, Group President and Chief Executive, Corporate and
Investment Banking and Wealth Management
Chris Lucas, Group Finance Director
Jerry del Missier, co-Chief Executive, Corporate and Investment Banking
Mark Harding, Group General Counsel
Antony Jenkins, Chief Executive, Global Retail Banking
Tom Kalaris, Chief Executive, Barclays Wealth
Robert Le Blanc, Chief Risk Officer
Maria Ramos, Chief Executive, Absa
Rich Ricci, co-Chief Executive, Corporate and Investment Banking
Cathy Turner, Group Human Resources Director
The Board delegates the responsibility for the day to day management of
the Company to the Group Chief Executive and he is responsible for ensuring
that the business is operating effectively. The Group Chief Executive chairs
the Executive Committee, which supports him in this role. The Executive
Committee is supported by a number of management committees,
including the Disclosure Committee, the Group Governance and Control
Committee, the Group Operating Committee, the Group Risk Oversight
Committee and the Group Brand and Reputation Committee. The Executive
Committee meets every fortnight to discuss strategy development and
policies to recommend to the Board.
Disclosure Committee
Chris Lucas, Group Finance Director, is Chairman of the Disclosure
Committee and the members of the Committee are the Company Secretary,
Group General Counsel, Director Investor Relations, Chief Risk Officer,
Barclays Corporate Affairs Director, Group Financial Controller and Barclays
Treasurer. The Committee:
– considers and reviews the preliminary and half-year results, Annual
Report/Annual Report on Form 20-F and the Annual Review;
– considers Interim Management Statements released to the Stock
Exchange; and
– considers the content, accuracy and tone of any other announcement that
is proposed to be made in accordance with the FSA’s Disclosure and
Transparency Rules.
The Committee reports to the Executive Committee and also reports
to the Board Audit Committee, documenting its conclusions about the
effectiveness of the design and operation of the disclosure controls and
procedures. This, together with a joint report on internal controls from
Barclays Internal Audit Director and the Chairman of the Group Governance
and Control Committee, provides assurance to the Board Audit Committee
as required by the Turnbull Review of Internal Controls and as recommended
by the Code.
Evaluation of Board Performance
The Code recommends that an evaluation of the effectiveness of the Board
and its Committees is conducted annually and the Walker Review further
recommended that the process is externally facilitated at least every second
or third year. We have undertaken externally facilitated performance
evaluations annually since 2004 and an action plan has been agreed each
year to progress any identified improvements. The evaluation in 2008 was
independently facilitated by Egon Zehnder International and the following
actions were agreed for 2009:
– continued focus on the Board’s calendar of business to ensure that non-
critical items are removed or kept to a minimum, thereby ensuring that
sufficient time can be allocated to items fundamental to the success of
the Group;
– refinements to the Board’s calendar of business, including additional time
to be spent on items such as compensation strategy and succession
planning;
– review of the overall size of the Board;
– refinements to the process for evaluating the performance of individual
Directors; and
– additional reporting on capital and liquidity.
Further details of these actions are set out under Board Activities in 2009
on page 153, and Board Corporate Governance and Nominations
Committee Activities in 2009 on page 162. The Action Plan for 2009 was
completed. The evaluation statement for 2009 is set out on page 165.
Go online
The Board HR and Remuneration Committee terms
of reference are available from the corporate
governance section of our website at:
www.barclays.com/corporategovernance