Barclays 2012 Annual Report Download - page 42

Corporate governance report
Leadership continued
Roles
Role of the
Chairman
The Chairman is responsible for the overall operation and
governance of the Board. Sir David Walker, the Chairman,
provides leadership and manages the Board to ensure that
Barclays satisfies its legal, regulatory and stewardship
responsibilities. The Chairman sets the Board’s agenda, in
consultation with the Group Chief Executive and Company
Secretary, taking full account of the issues and concerns of
Board members. Board agendas are structured to allow
adequate and sufficient time for the discussion of the
items on the agenda, in particular, strategic matters. The
Chairman is also responsible for facilitating and
encouraging active engagement and appropriate
challenge by Directors, particularly on matters of risk and
strategy or other major proposals, by drawing on
Directors’ skills, experience and knowledge.
It is the responsibility of the Chairman to ensure effective
communication with shareholders and other stakeholders
and to ensure that members of the Board develop and
maintain an understanding of the views of major investors
and other key stakeholders. Details of how Barclays
engages with its shareholders and other stakeholders can
be found on pages 60-61.
The full role profile for the Chairman can be found in
Barclays Charter of Expectations, which is available on
Barclays website.
Sir David Walker is also Chairman of the Board Corporate
Governance and Nominations Committee and the Board
Citizenship Committee. He is a member of the Board
Remuneration Committee and, although not a member, will
attend a number of the Board Audit and Board Risk
Committee meetings each year to observe the Committees
in action and assess their effectiveness.
Role of the Group
Chief Executive
The Group Chief Executive, Antony Jenkins, has
responsibility for recommending the Group’s strategy to
the Board and for implementing the strategy agreed by the
Board, making and implementing operational decisions
and managing the business day-to-day.
The Board has delegated this responsibility to him and he is
accountable to the Board. He is supported by the Executive
Committee, which he chairs.
Role of the
non-executive
Directors
Non-executive Directors are independent of management.
Their role is to effectively and constructively challenge
management and monitor the success of management in
delivering the agreed strategy within the risk appetite and
control framework set by the Board.
They are also responsible for exercising appropriate oversight
through scrutinising the performance of management in
meeting agreed goals and objectives and monitoring
performance.
Role of
the Senior
Independent
Director
Sir Michael Rake is Deputy Chairman and Senior
Independent Director. He was appointed as Deputy
Chairman in July 2012, at the height of events following
the LIBOR announcement, having been Senior
Independent Director since October 2011. As Senior
Independent Director, Sir Michael’s role is to provide a
sounding board for the Chairman and provide support for
the Chairman in the delivery of his objectives. He also
serves as a trusted intermediary for the Directors, when
necessary. He is available to shareholders should the
occasion arise where there is a need to convey concerns
to the Board other than through the Chairman or the
Group Chief Executive. The Senior Independent Director is
also expected to work with the Chairman and other
Directors or shareholders, as required, where the stability
of the Board or Barclays is threatened.
During 2012, Sir Michael Rake played a significant role in the
wake of the announcement of penalties relating to the
industry-wide investigation into the setting of interbank
offered rates. Subsequent to the announcement of the
resignation of Marcus Agius as Chairman, Sir Michael was in
contact with shareholders and other relevant stakeholders,
including Barclays regulators, to understand their views and
concerns relating to the LIBOR announcement and the
resignation of the Chairman. Further meetings and
discussions were held with shareholders and other
stakeholders after the ensuing announcement of the
resignation of Bob Diamond as Chief Executive. As Deputy
Chairman, Sir Michael Rake has taken a lead role in the
Board’s governance response to the LIBOR announcement
and he reports on that on page 43.
Company
Secretary
The Company Secretary, Lawrence Dickinson, works
closely with the Chairman, the Group Chief Executive and
the Board Committee Chairmen in setting the annual
forward calendar of agenda items for the meetings of the
Board and its Committees. He also ensures that accurate,
timely and appropriate information flows within and to
the Board, the Board Committees and between the
Directors and senior management in general.
Board and Board Committee meeting papers are delivered a
week before the meeting via a secure electronic system,
which can be accessed by Directors using tablet computers.
After each meeting, the Chairman meets with the Company
Secretary to agree actions to be followed up and to discuss
the effectiveness of the meeting. Details of the role of the
Company Secretary and the support provided to the Board
can be found in Barclays Charter of Expectations.
Full role profiles for the non-executive Directors and Senior Independent Director can be found in Barclays Charter of Expectations.
barclays.com/annualreport40 I Barclays PLC Annual Report 2012