Barclays 2010 Annual Report Download - page 152

Corporate governance
Corporate governance report continued
Statements of Compliance
UK Combined Code on Corporate Governance
As Barclays is listed on the London Stock Exchange, we comply with the
UK Combined Code on Corporate Governance (the Code). For the year
ended 31st December 2010, we have complied with the relevant
provisions set out in section 1 of the Code and applied the principles
of the Code as described in this report. In May 2010, the Financial
Reporting Council issued a new edition of the Code, which is now called
The UK Corporate Governance Code and applies to Barclays with effect
from 1st January 2011. We intend to comply with The UK Corporate
Governance Code.
NYSE Corporate Governance Rules
As our main listing is on the London Stock Exchange, we follow the Code.
However, Barclays has American Depositary Receipts listed on the New
York Stock Exchange (NYSE), and is also subject to the NYSE’s Corporate
Governance rules (NYSE Rules). We are exempt from most of the NYSE
Rules, which domestic US companies must follow, because we are a
non-US company listed on the NYSE. However, we are required to provide
an Annual Written Affirmation to the NYSE of our compliance with the
applicable NYSE Rules and must also disclose any significant differences
between our corporate governance practices and those followed by
domestic US companies listed on the NYSE. Key differences between
the Code and NYSE Rules are set out later in this report.
(1) Leadership
The Board
The Board’s principal duty is to create and deliver sustainable shareholder
value through setting Group strategy and overseeing its implementation
by Management. In doing so, we pay due regard to matters that will affect
the future of Barclays, such as the effect the Board’s decisions may have
on ur employees, the environment, our community and relationships with
suppliers, as well as the need to act fairly between shareholders. The Board
also ensures that Management achieves the right balance between
promoting long-term growth and delivering short-term objectives.
We are also responsible for maintaining an effective system of internal
control that provides assurance of efficient operations and for ensuring
that Management maintain an effective risk management and oversight
process across the Group.
In order to ensure that we meet our responsibilities, we have reserved
specific key decisions for approval by the Board. I have set out a summary
of these on the opposite page. More information on the role of the Board
can be found in ‘Corporate Governance in Barclays’, which is available
on our website: www.barclays.com/corporategovernance. Certain
responsibilities are delegated to Board Committees, which assist the
Board in carrying out its functions and ensure that there is independent
oversight of internal control and risk management. The Chairman of each
Board Committee reports to the Board on the matters discussed at
Committee meetings.
Directors
Under UK company law, Directors must promote the success of the
Company by exercising independent judgement with reasonable care,
skill and diligence, while having regard to the long term consequences
of their decisions.
The executive Directors, Bob Diamond, Chief Executive, and Chris Lucas,
Group Finance Director, are full time employees of the Group and form
part of the senior management of Barclays. They are responsible for
the day to day management of our businesses, supported by the Group
Executive Committee, which Bob chairs. The non-executive Directors
are independent from Management. They are primarily responsible for
constructively challenging Management and monitoring the success
of Management in delivering the agreed strategy within the Risk Appetite
approved by the Board.
The role profiles and key competencies and behaviours we expect of our
Directors, together with the key indicators of high performance, can be
found in our ‘Charter of Expectations’, which is available on our website
at www.barclays.com/corporategovernance. Their primary roles are
summarised on the opposite page.
Board Corporate Governance
and Nominations Committee
(Group Chairman and four independent
non-executive Directors)
Corporate governance framework
Board
(Group Chairman, two executive Directors,
ten non-executive Directors)
Board Remuneration Committee
(Four independent non-executive Directors
and the Group Chairman)
Chief Executive Board Risk Committee
(Five independent non-executive Directors)
Board Audit Committee
(Five independent non-executive Directors)
Executive Committee
(Business Unit Heads and the Heads
of Key Group Control Functions)
Management Committees
(including Disclosure Committee,
Group Governance and Control Committee,
Group Brand & Reputation Committee,
Group Risk Oversight Committee,
Group Operating Committee)
150 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10