Barclays 2012 Annual Report Download - page 31

Good governance is vital in supporting
the delivery of our strategic priorities
More information on the role of the Board and its Committees
can be found in ‘Corporate Governance in Barclays’ which is
available online at Barclays.com
2012 2011
1 Corporate governance matters 21 19
2 Board and committee composition 32 31
3 Succession planning and talent 29 30
4 Board effectiveness 14 16
5 Other 4 4
Board Corporate Governance and Nominations Committee allocation of time %
1
2
3
5
4
The Board Corporate Governance and Nominations Committee is
responsible for reviewing the composition of the Board and Board
Committees to ensure they are properly constituted and balanced in
terms of skills, experience and diversity. It is also responsible for ensuring
the right people are in place to deliver the Company’s strategy. The
Committee does this by reviewing succession plans and talent
management below Board level.
For more detailed information please see pages 50-51
2012 2011
1 Incentive awards 45 43
2 Compensation frameworks
and policy 37 39
3 Financial performance,
risk and regulation 18 18
Board Remuneration Committee allocation of time %
1
2
3
The Board Remuneration Committee oversees all Barclays
remuneration matters including incentive pool funding decisions,
together with oversight and approval of remuneration for executive
Directors, members of the Group and business unit Executive
Committees, FSA Remuneration Code Staff and all employees with
total remuneration of £1m or more. lt also approves major changes
in Barclays pension, benefits and long term plans.
For more detailed information please see pages 72-103
2012 2011
1 Control issues 13 4
2 Financial results 31 42
3 Internal audit matters 14 6
4 External audit matters 6 6
5 Business control environment 14 23
6 Other (including governance
and compliance) 22 19
Board Audit Committee allocation of time %
1
2
3
5
6
4
The work of the Committee in 2012 addressed three main themes.
First, accounting judgements, particularly in respect of provisions to be
made for product mis-selling. Secondly, the impact on the systems and
controls in place at each of Barclays businesses arising from increasing
regulatory demands and rising consumer expectations. And thirdly, the
remediation programmes in place to enhance Barclays internal control
and regulatory compliance systems and procedures.
For more detailed information please see pages 52-55
2012 2011
1 Risk profile/Risk appetite
(including capital and
liquidity management) 61 45
2 Key risk issues 18 38
3 Internal control/Risk policies 6 6
4 Regulatory frameworks 5 4
5 Other (including remuneration
and governance issues) 10 7
Board Risk Committee allocation of time %
1
2
3
5
4
2012 was another challenging year for the Committee. Global
economic conditions, particularly in the Eurozone, drove much of its
agenda. The Committee also sought to take a more holistic view of
risk management, partly in response to regulatory pressure, so that
Barclays has an enterprise wide view of risk management that goes
beyond the management of financial risks, such as credit risk, market
risk and funding risk.
For more detailed information please see pages 56-58
2012
1 Citizenship strategy 39
2 Reputation issues
(including reputation risks) 11
3 Regional citizenship activities 18
4 Policy and business issues
(including conduct issues) 29
5 Other 3
Board Citizenship Committee allocation of time %
1
2
3
5
4
As a corporate citizen, Barclays must demonstrate its value to wider
society. During 2012, the Board Citizenship Committee was responsible
for the oversight of Barclays conduct with regard to its corporate and
societal obligations. The Committee was also responsible for ensuring
the fulfilment of the Board’s objective to protect and enhance the
brand and reputation of Barclays and ensuring that Barclays is treating
customers fairly. In addition, it was responsible for reviewing and
monitoring the effectiveness of Barclays citizenship strategy.
For more detailed information please see page 59
Enhancing Board governance of risk
To enhance Board governance of risk, a new Board committee
structure was put in place at the end of January 2013.
 The Board Risk Committee is now known as the Board Financial Risk
Committee, and its focus will be on credit, market and funding risk.
 The Board Citizenship Committee is now known as the Board
Conduct, Reputation and Operational Risk Committee. It will have
oversight of conduct risk, reputation risk and operational risk and will
retain its responsibilities for oversight of Barclays citizenship strategy.
 A Board Enterprise Wide Risk Committee, comprising Sir David
Walker, David Booth, Sir Michael Rake and Sir John Sunderland,
has been created. It will take an enterprise wide view of risk and
controls, including reviewing and agreeing overall risk appetite and
monitoring performance.
This new governance structure aims to ensure that the Board and
Board Committees are able to devote more time to conduct, reputation
and operational risk, while at the same time bringing together in one
place at Board level the entire risk profile of Barclays.
barclays.com/annualreport Barclays PLC Annual Report 2012 I 29
The strategic report Governance Risk review Financial review Financial statements Risk management Shareholder information