Barclays 2010 Annual Report Download - page 153

Summary of Matters Reserved to the Board
Primary role of Directors:
Common to all Directors
Provide entrepreneurial leadership of the Company, within a framework of prudent and effective controls enabling risk to be assessed and managed.
Approve the Company’s strategic aims, ensuring that the necessary financial and human resources are in place for the Company to meet its
objectives and review management performance.
Set the Company’s values and standards and ensure that its obligations to its shareholders and other stakeholders are understood and met.
Executive Director Non-executive Director
Effectively lead Barclays towards the achievement of its strategic
objectives and implement the strategic decisions taken by the Board
Provide constructive challenge to the executive Directors and senior
management
Help ensure that the Board receives relevant, accurate, clear and timely
information and presentations necessary for it to fulfil its duties
Help develop proposals on strategy and then fully empower and
support the executive Directors to implement the strategy
Report on the performance of the Group and its individual businesses Scrutinise the performance of Management in meeting agreed goals
and objectives and monitor the reporting of performance, ensuring that
individual business decisions conform to agreed strategies and policies
Use their specialist knowledge and experience, both of their own
business and financial services generally, to assist the Board in
consideration of strategic issues and to ensure that decisions taken are
in the Group’s best interests
Apply their judgement to the business of the Board, leveraging on their
knowledge of the business and bringing to bear a different range of
knowledge, experience and insight from other industries
Put the interests of the Group before those of their specific area of
responsibility and manage any conflicts of interest between their role
as a Board member and as an executive
Satisfy themselves on the integrity of financial information and
that financial controls and systems of risk management are robust
and defensible
Determine appropriate levels of remuneration of executive Directors and
senior management, take the prime role in appointing and removing
executive Directors and plan for succession of executive Directors
Strategy
– Approval of the Group’s strategy, Medium-Term and Short-Term Plans
– Monitoring delivery of the strategy and performance against plan
– Major acquisitions, mergers or disposals
– Major capital investments and projects
Risk Appetite, Capital & Liquidity
– Changes relating to capital structure or status as a PLC
– Approval of annual Capital Plan
– Approval of Risk Appetite and Liquidity Risk Appetite
Financial Results and Dividends
– Approval of interim and final financial statements, dividends and any
significant change in accounting policies or practices
– Any share dividend alternative
Board Membership
– Board appointments and removals
– Succession planning for key positions on the Board
– Role profiles of key positions on the Board
Remuneration
– 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
Governance
– Authorisation for Directors’ conflicts or possible conflicts of interest
– 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
– Approval of allotment of shares
– Rules and procedures for dealing in Barclays securities
– Terms of reference and membership of Board Committees
– 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 Group Chairman
and Chief Executive
– Appointment (or removal) of Company Secretary and Chief Risk Officer
Barclays PLC Annual Report 2010 www.barclays.com/annualreport10 151
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