Barclays 2013 Annual Report Download - page 56

Corporate governance report
Board Governance Framework
The Board has delegated certain responsibilities to Board Committees to assist it in carrying out its functions and to ensure independent oversight
of internal control and risk management.
Committee Role
Board Enterprise Wide Risk
Committee
Takes an enterprise-wide view of risks and controls and brings together the overall risk appetite and risk
profile of the business
Board Audit Committee Takes a largely backward-looking view, focused on financial reporting and control issues, including
overseeing any control issue remediation plans
Board Conduct, Reputation and
Operational Risk Committee
Takes a largely forward-looking view of conduct risk, operational risk and reputation risk, including
recommending the level of risk Barclays is prepared to take
Board Financial Risk Committee Takes a largely forward-looking view of financial risk appetite and financial risk profile (credit, market,
liquidity and funding risk) across Barclays
Board Remuneration Committee Sets the overarching principles and parameters of remuneration policy across Barclays and approves
remuneration arrangements for executive directors and senior executives and individual remuneration awards
Board Corporate Governance and
Nominations Committee
Makes recommendations on Board and Board Committee composition and effectiveness, Board and
executive succession plans, talent management strategy and corporate governance
Regulatory Investigations Committee
In addition to the principal Board committees, the Regulatory Investigations Committee, which was formed in late 2012, met nine times in 2013.
The primary purpose of this Committee is to oversee certain regulatory investigations, to consider the findings of those investigations and to direct
the scope and conduct of those investigations as appropriate, including directing and overseeing any remediation activities and considering
whether any disciplinary action is required in respect of any Barclays employee. Sir David Walker assumed chairmanship of the Committee in early
2013, succeeding Sir Michael Rake, who remains a member of the Committee. The other Committee members are Mike Ashley, Diane de Saint
Victor, Antony Jenkins and Sir John Sunderland.
Board activity – what is the role of the Board?
The Board is responsible to shareholders for creating and delivering
sustainable shareholder value through the management of the Group’s
businesses. We determine the strategic objectives and policies of the
Group to deliver such long-term value, providing overall strategic
direction within a framework of risk appetite and controls. Our aim is to
ensure that management strikes an appropriate balance between
promoting long-term growth and delivering short-term objectives. We
endeavour to demonstrate ethical leadership and promote the
Company’s collective vision of the Company’s purpose, values, culture
and behaviours. Each of the Directors must act in a way we consider, in
good faith, would promote the success of the company for the benefit
of the shareholders as a whole.
The Board is also responsible for ensuring that management maintain a
system of internal control which provides assurance of effective and
efficient operations, internal financial controls and compliance with law
and regulation. In addition, the Board is responsible for ensuring that
management maintain an effective risk management and oversight
process at the highest level across the Group. In carrying out these
responsibilities, the Board must have regard to what is appropriate for
the Group’s business and reputation, the materiality of the financial and
other risks inherent in the business and the relative costs and benefits
of implementing specific controls.
The Board is also the decision-making body for all other matters of such
importance as to be of significance to the Group as a whole because of
their strategic, financial or reputational implications or consequences.
Specific key decisions and matters have been reserved for approval by
the Board. These include decisions on the Group’s strategy, approval of
risk appetite, capital and liquidity matters, major acquisitions, mergers
or disposals, Board membership, financial results and governance
issues, including the approval of the corporate governance framework.
A schedule of matters specifically reserved to the Board can be found
on Barclays’ website, Barclays.com.
We have set out the names of the Directors and their full biographical
details, including the skills and experience they each bring to the Board,
on pages 83 to 85. An explanation of the main roles on the Board is set
out on page 55.
Board Governance Framework
Board Enterprise Wide Risk Committee
Board Corporate
Governance and
Nominations
Committee
Board Financial
Risk Committee
Board Conduct,
Reputation and
Operational
Risk Committee
Board Audit
Committee
Board
Remuneration
Committee
Barclays Board
barclays.com/annualreport
54 Barclays PLC Annual Report 2013