Barclays 2011 Annual Report Download - page 35

Leadership
What is the role of the Board?
Our principal duty, collectively, is to promote the long-term success
of Barclays by creating and delivering sustainable shareholder value.
We do this by setting the strategy and overseeing its implementation by
management. While our ultimate focus is long-term growth, we also
need to deliver on short-term objectives and we seek to ensure that
management strikes the right balance between the two. We are mindful
of our wider obligations and consider the impact our decisions will have
on Barclays and on various stakeholders, such as our employees, our
shareholders, our suppliers, the environment and our community as a
whole. In setting and monitoring the execution of our strategy, we aim to
ensure that we maintain an effective system of internal control and that
management maintains an effective risk management and oversight
process across the Group, so that growth is delivered in a controlled and
sustainable way.
In order to ensure that we meet our responsibilities, specific key decisions
have been reserved for approval by the Board. These include decisions
on the Group’s strategy, approval of risk appetite and capital and liquidity
matters, Board membership, financial results and governance issues.
A full formal schedule of matters specifically reserved to the Board can
be found on our website, at www.barclays.com/corporategovernance.
To assist us in carrying out our functions and to ensure there is
independent oversight of internal control and risk management, the Board
has delegated certain responsibilities to Board Committees, which are
comprised solely of independent non-executive Directors. Each Board
Committee has agreed Terms of Reference, which are approved by the
Board. Copies can be found on our website.
The Chairman of each Board Committee reports to the Board on the
matters discussed at Board Committee meetings. You will find later in
this section reports from the Chairman of each Board Committee on their
activities in 2011 and their priorities for 2012.
More information on the role of the Board and its Committees in general
can be found in “Corporate Governance in Barclays”, which is available
on our website.
Board composition
The names of our Directors and their full biographical details, including
the skills and experience they each bring to the Board, can be found on
pages 50-52.
As Chairman, my primary responsibility is to provide leadership to the
Board to ensure that we satisfy our legal and regulatory responsibilities.
I set the Board’s agenda in consultation with the Chief Executive and
Company Secretary, taking full account of the issues and concerns of
Board members and giving consideration to the need to allow adequate
and sufficient time for the discussion of the items on the agenda, in
particular, strategy. You can find my full role profile in our “Charter of
Expectations”, which is available on our website. In addition to the Board,
I also chair the Board Corporate Governance and Nominations Committee
and the Board Citizenship Committee and I am a member of the Board
Remuneration Committee. Although I am not a member of the Board
Audit and Board Risk Committees, I make a point of attending a number
of their meetings each year: this allows me to gain a deeper
understanding of the specific issues each of those committees is
discussing and also allows me to observe the committees in action and
assess their effectiveness. In 2011, I attended five meetings of the Board
Audit Committee and three meetings of the Board Risk Committee.
It is the responsibility of the executive Directors, Bob Diamond and Chris
Lucas, to make and implement operational decisions and to run the
business day-to-day within the strategy and risk appetite agreed by the
Board. They are supported by the Executive Committee, which Bob chairs.
Bob reports to each Board meeting on the significant matters debated at
Executive Committee meetings and members of the Executive Committee
regularly attend Board meetings to report on their business or area of
responsibility.
The non-executive Directors are independent of management. Their role
is to advise and constructively challenge management and monitor the
success of management in delivering the agreed strategy within the risk
appetite and control framework that is set by the Board.
Sir Richard Broadbent served as our Senior Independent Director until his
retirement from the Board on 30 September 2011 and I am grateful to him
for the advice and support he afforded to me in managing the business of
the Board. Sir Michael Rake succeeded to the role of Senior Independent
Director with effect from 1 October 2011: his significant experience as a
listed company chairman, as a board member and of business in general,
gained from his long career at KPMG, will prove extremely valuable. You
can find the role profile for the Senior Independent Director in our Charter
of Expectations.
Board – Group Chairman, two executive Directors, nine non-executive Directors
Board Committee oversight
Board Corporate
Governance and
Nominations Committee
(Group Chairman and
four independent
non-executive Directors)
Board Audit Committee
(Five independent
non-executive Directors)
Board Risk Committee
(Five independent
non-executive Directors)
Board Remuneration
Committee
(Three independent
non-executive Directors
and the Group Chairman)
Board Citizenship
Committee
(Group Chairman and
two independent
non-executive Directors)
Management
Chief Executive
Executive Committee
(Business Unit Heads and the Heads of Key Group Control Functions)
Management Committees
(including Disclosure Committee, Group Governance and Control Committee,
Financial Risk Committee, Operational Risk Committee, Treasury Committee)
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 33
The strategic report Governance Risk management Financial review Financial statements Shareholder information