Barclays 2011 Annual Report Download - page 36

Corporate governance report continued
How does the Board operate?
We normally meet eight times a year, which includes an annual two day
strategy meeting. We meet more frequently when the need arises and,
in 2011, we arranged and held eight additional meetings at short notice to
discuss issues such as market conditions, the interim and final reports of
the ICB and significant Group developments, such as the court ruling on
Payment Protection Insurance. In total, we met as a Board 16 times during
the year. All Directors make every effort to attend each meeting, whether
it is in person, by telephone or by video conference, unless circumstances
prevent them from doing so, such as illness or prior commitments. In such
instances, they are able to give to me ahead of the meeting any views or
comments they may have on the matters to be discussed. I meet privately
with the non-executive Directors as a group ahead of each Board meeting
to take soundings on any particular matters they may wish to raise at the
meeting. I also meet with the Company Secretary after each meeting to
agree the actions to be followed up and to discuss how effective the
meeting was.
I can confirm that each Director committed an appropriate amount of
time to their Barclays duties in 2011 and the non-executive Directors
met the time commitment specified in their letters of appointment.
Details of Board meeting attendance in 2011 is as follows:
Board Attendance
Independent
Scheduled
Meetings
eligible to
attend
Scheduled
Meetings
attended
Additional
Meetings
eligible to
attend
Additional
meetings
attended
Group Chairman
Marcus Agius OA8888
Executive Directors
Bob Diamond ED8887
Chris Lucas ED8888
Non-executive Directors
David Booth I8887
Sir Richard Broadbent (to 30 September 2011) I6666
Alison Carnwatha I8788
Fulvio Conti I8887
Simon Fraser I8887
Reuben Jeffery I8887
Sir Andrew Likierman I8886
Dambisa Moyo I8888
Sir Michael RakebI8785
Sir John Sunderland I8887
Secretary
Lawrence Dickinson
Key
OA on appointment
ED executive Director
I independent non-executive Director
Notes
a Unable to attend a scheduled meeting owing to a prior commitment.
b Unable to attend a scheduled meeting owing to illness.
Corporate Governance in Barclays
All of our corporate governance practices have been brought together
in one document, Corporate Governance in Barclays. This framework
provides the basis for promoting the highest standards of corporate
governance in Barclays. Corporate Governance in Barclays is available
on our website at www.barclays.com/corporategovernance.
Charter of Expectations
The role profiles, responsibilities, time commitments, key competencies
and behaviours we expect of our Directors, together with the key
indicators of high performance, are set out in our Charter of Expectations,
which was reviewed and updated during 2011 to take account of the best
practice recommendations set out in the FRC’s Guidance on Board
Effectiveness. The Charter of Expectations is available on our website.
To facilitate the smooth running and effective management of our
meetings at all stages, Lawrence Dickinson, our Company Secretary,
supports me, the Chief Executive and the Board Committee Chairmen
in setting the annual meeting agenda and ensuring that agreed actions
are completed. Lawrence also works closely with senior management to
ensure that there are timely and appropriate information flows within and
to the Board, the Board Committees and between the Directors and senior
management in general. During the year, we introduced a new secure,
electronic system for the delivery of Board and Committee papers to
Directors, which they can access using tablet computers, thus enabling
faster information flows. More details on the role of the Company
Secretary and the support provided to the Board can be found in our
Charter of Expectations.
34 Barclays PLC Annual Report 2011 www.barclays.com/annualreport