Barclays 2013 Annual Report Download - page 60

Corporate governance report
Board Governance Framework continued
In terms of implementation, each element of the Transform
programme is supported by specific project workstreams, led by
individual senior executives. For example, the Controls workstream is
headed by the Head of Compliance and the Business Portfolio Review
workstream is headed by the Financial Controller. Over the course of
2013, the Board regularly scrutinised the progress being made by each
workstream and tracked performance against the commitments made,
to satisfy itself that implementation remained on track and that the
commitments will be met.
You can read more about the progress of the Transform programme in
the Strategic Report.
What has the Board done to improve governance in light of the Salz
Review recommendations?
In early April 2013, the report of the Salz Review into business practices
at Barclays was published. This review was commissioned by the Board
in July 2012 in the immediate aftermath of the publication of the LIBOR
settlements.
The Salz Review was commissioned to examine Barclays’ values,
principles and standards of operation – the historical culture – and to
make recommendations for change. In April 2013, the Board examined
each of the 34 recommendations made by the Salz Review and
committed to implementing them. We published our initial response in
late April 2013. The majority of the recommendations have been
aligned to the Transform programme workstreams being implemented
by management, with the recommendations on Board governance
forming a distinct workstream that is being implemented by the Board.
In terms of Board governance, some of the main actions we have
taken are:
 Implemented a new framework for the Board-level governance of
risk, with the creation of the Board Enterprise Wide Risk Committee
and Board Conduct, Reputation and Operational Risk Committee;
 Increased the minimum time commitment expected of Board
Committee Chairmen to 25-30 days per annum on top of their
minimum Director commitment of 30-36 days. The expected time
commitments for Board committee members are set out in Barclays’
Charter of Expectations, which is available at Barclays.com. In
practice, Directors typically commit in excess of the minimum
requirements;
 Developed a programme for non-executive Directors to engage with
each business; and
 Focused on improving the quality and timeliness of information
presented to the Board and its Committees.
You can read more about the progress that has been made in
implementing the Salz Review recommendations on pages126 to 129.
What was the outcome of the 2013 Board Effectiveness Review and
what are the Board’s priorities for 2014?
The Board Corporate Governance and Nominations Committee
engaged a new external facilitator, Bvalco, for the 2013 Board
Effectiveness Review. Bvalco provide independent, formal and rigorous
Board review services. I explain our reasons for appointing a new
facilitator in my Board Corporate Governance and Nominations
Committee Chairman’s report on pages 75 and 76.
The review took the form of a short questionnaire followed by
interviews with each of the Directors, members of our Executive
Committee and a number of our major shareholders. The evaluation
covered the effectiveness of the Board as a whole, in particular its
contribution to business strategy and culture, the effectiveness of
Board Committees and Board composition. Peer to peer feedback was
also sought for each of the Directors. A representative from Bvalco
attended our December 2013 Board and Board Financial Risk Committee
meetings as an observer, in order to see first-hand the dynamics in the
Boardroom and the effectiveness of the meetings. In addition, Bvalco
had access to Board and Board Committee papers for 2013.
Representatives from Bvalco presented to the Board in early 2014 on
the findings of the Board Effectiveness Review and the
recommendations arising. From the Board’s discussion of the review’s
findings, the following areas for action were agreed:
 Board priorities: we agreed that we would better articulate the
Board’s 2014 priorities, as opposed to the business priorities, and
reflect these in Board and Committee agendas;
 The Board’s role in culture and cultural change: we agreed that
attending a Barclays Values workshop would form part of the
induction programme for new non-executive Directors and that
arrangements would be made for existing non-executive Directors to
attend a workshop. We also agreed that we would ensure that, in
addition to the regular reports to the Board Conduct, Reputation and
Operational Risk Committee, the Board as a whole would be kept
directly informed on the progress of implementing cultural change;
 Leveraging the Board’s experience to support the Executive
Committee: we agreed we would create extra time for more
wide-ranging strategic discussions between the Board and Executive
Committee members;
 Greater awareness of the work of Board Committees: we agreed to
give more time, on a rolling basis, to Board Committee reporting to
the Board, to allow all Directors to gain a deeper understanding of
the workings of each Board Committee and their forward agendas;
 Improvements to the Board appointments process: given the number
of recent changes to the Board, we agreed to ensure that all Board
members are kept fully informed of prospective candidates and
potential appointments; and
 Director induction: we agreed to improve the on-boarding process
for new Directors, including partnering new Directors, if appropriate,
with longer-serving Board members.
The Chairman has discussed with individual Directors any specific
training or development needs arising from the review.
A report on the actions taken in response to the findings of our 2012
Board Effectiveness Review can be found on page 60.
barclays.com/annualreport
58 Barclays PLC Annual Report 2013