Barclays 2010 Annual Report Download - page 157

Directors’ Conflicts of Interest
Directors have a duty under UK company law to avoid situations in which
they have or may have interests that conflict with those of the Company,
unless that conflict is first authorised by the Directors. Our articles of
association allow the Board to authorise such potential conflicts, taking
into account all the circumstances. This includes potential conflicts that
may arise when a Director takes up a position with another company.
Where Directors wish to take up an external appointment, they are under
an obligation to obtain authorisation before doing so. Each appointment
is considered by the Board on its individual merits, taking into account
the expected time commitment and any relationships with Barclays.
Directors must also notify the Board if circumstances regarding
external appointments change and I make myself available to all non-
executive Directors should they wish to discuss any possible, actual
or perceived conflicts.
Reuben Jeffery’s appointment in 2010 as Chief Executive Officer of
Rockefeller & Co., Inc., a privately-owned US investment and wealth
management firm, was considered by the Board during the year.
I discussed the potential conflict with Tom Kalaris, Chief Executive of
Barclays Wealth, as well as John Varley, Bob Diamond and other key senior
executives before the matter was discussed by the Board. Professional
advice was also sought on the extent of the potential conflict. The Board
is happy that the Barclays Wealth business overlap with Rockefeller & Co.,
Inc. is extremely small in a Group context and that, as a result, the
likelihood of a conflict of interest arising in practice is remote. We have
agreed, however, that if there is a potential conflict, Reuben Jeffery will
excuse himself from specific Board discussions.
All potential conflicts approved by the Board are recorded in a Conflicts
Register, which the Board Corporate Governance and Nominations
Committee reviews annually to confirm that any potential conflicts have
been dealt with appropriately. Having reviewed the Conflicts Register in
early 2011, it was concluded that potential conflicts have been considered
appropriately and that the authorisation process is operating effectively.
The decision to undertake external activities is a matter for individual
Directors to decide, bearing in mind their responsibilities to Barclays,
including the time commitment we expect of them. We believe that
Directors’ external appointments benefit Barclays by providing them with
a wider range of skills, experience and knowledge that will be relevant to
their role at Barclays, although executive Directors may take up only one
FTSE 100 non-executive directorship. Where an executive Director takes
up such an appointment they may retain any fees they receive. Details of
any such fees received by executive Directors can be found in the
Remuneration Report on page 176.
Board Induction and Professional Development
On joining Barclays all non-executive Directors are provided with a bespoke
induction programme, which includes sessions with each of the executive
Directors, members of the Group Executive Committee and meetings with
the senior executives responsible for each of Barclays business areas and
central functions: these sessions focus on the challenges, opportunities
and risks that are faced by each business. Meetings are also held with the
Group’s lead auditor. An outline of the Board induction programme is set
out below:
Board Induction Programme
Group Overview
– Duties and Responsibilities of Directors’ of authorised institutions
– Group Overview
– CEO Introduction
– Group Finance Director Introduction
Review of Businesses
– Corporate and Investment Banking and Wealth Management
– Global Retail Banking
In depth Review of Businesses
– Absa
– Barclaycard
– Barclays Africa
– Barclays Capital
– Barclays Corporate
– Barclays Wealth
– UK Retail Banking
– Western Europe Retail Banking
Group Functions
– Compliance
– Group Legal
– Group Strategy
– Human Resources
– Internal Audit
– Investor Relations
– Risk
Other
– Brand & Marketing
– External Audit
Barclays PLC Annual Report 2010 www.barclays.com/annualreport10 155
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