Barclays 2013 Annual Report Download - page 75

Corporate governance report
Board Conduct, Reputation and Operational Risk Committee
Board Conduct, Reputation and
Operational Risk Committee Report
‘I am greatly encouraged by the additional
time, focus and rigour the new Committee
is bringing to these important areas of
non-financial risk.’
Sir David Walker
Chairman, Board Conduct, Reputation and Operational Risk Committee
In early 2013, the Board decided to create a new Board Conduct, Reputation
and Operational Risk Committee, with a remit to cover Conduct, Reputation
and Operational risk. 2013 was therefore the first full year of operation for
the Committee and the report that follows describes its role and how it
discharged its responsibilities over the past 12 months.
Our primary focus during 2013 was on developing Barclays’ approach
to Conduct risk, where we have spent time establishing what it means
for Barclays and how we will manage it in a way that ensures positive
outcomes for our customers and clients. The ‘Governance in Action’
section below provides more detail on the Committee’s role in
developing Barclays’ approach to Conduct risk. Another key area of
focus for the Committee has been assessing the pace and strength of
cultural change at Barclays and I report on this below.
I have chaired the Committee during its formative stages and am
greatly encouraged by the additional time, focus and rigour the new
Committee is bringing to these important areas of non-financial risk.
Reuben Jeffery will take over from me as Committee Chairman with
effect from 1 April 2014.
Role and responsibilities
The Committee is responsible for ensuring, on behalf of the Board, the
efficiency of the processes for identification and management of Conduct
risk, Reputation risk and Operational risk. It also has responsibility for
oversight of the Barclays’ Citizenship Strategy, including the management
of Barclays’ economic, social and environmental contribution.
The Committee reports to the Board both directly and through the
Board Enterprise Wide Risk Committee.
Committee composition
I have chaired the Board Conduct, Reputation and Operational Risk
Committee from the outset and I am joined by seven non-executive
Directors, all of whom are considered independent for the purposes
of the Code, with the exception of Wendy Lucas-Bull. Our names and
attendance at meetings during 2013 are set out in the table opposite.
Given its expanded remit, it was agreed that the Committee would
benefit from the additional experience provided by Tim Breedon,
Reuben Jeffery, Wendy Lucas-Bull and Diane de Saint Victor, who each
joined the Committee during 2013. In addition, Mike Ashley joined the
Committee in early 2014.
Our Chief Risk Officer, Head of Compliance and Chief Internal Auditor
are expected to attend each meeting. Our Group Chief Executive,
Antony Jenkins, attended all four meetings in 2013.
The Committee’s work
The Committee met four times in 2013. The chart opposite shows how
the Committee allocated its time during 2013.
Committee composition
Membership of the Committee and attendance at meetings in 2013 is
set out below:
Member
Meetings attended/eligible
to attend
Sir David Walker (Chairman) 
Tim Breedon (from 1 February 2013) 
Reuben Jeffery (from 1 April 2013) 
Wendy Lucas-Bull (from 1 December 2013) 
Dambisa Moyo* 
Diane de Saint Victor (from 1 March 2013) 
Sir John Sunderland 
Attended Did not attend
* unable to attend 1 meeting owing to a prior business commitment
2013
1 Citizenship 10
2 Reputational Issues 10
3 Culture 9
4 Conduct and Compliance 39
5 Operational Risk 28
6 Other 5
Board Conduct, Reputation and Operational Risk Committee
Allocation of Time (%)
1
2
3
4
6
5
The Committee’s terms of reference are available at
Barclays.com/corporategovernance
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