Barclays 2015 Annual Report Download - page 59

home.barclays/annualreport Barclays PLC Annual Report 2015 I 57
‘The Committee’s responsibilities were
reshaped during 2015 to focus on three
main pillars: conduct and compliance;
reputation; and citizenship.’
Dear Fellow Shareholders
The Board Reputation Committee underwent a period of change during
2015, in terms of both a reassessment of Board Committee
responsibilities and membership. John McFarlane succeeded Reuben
Jeffery III as Chairman of the Committee in March 2015 and, following
John’s appointment as Executive Chairman in July 2015, the Board asked
me to assume the role of Committee Chairman, a position I held until
my retirement from the Board at the end of December 2015.
The Committee’s responsibilities were reshaped during 2015 to focus on
three main pillars: conduct and compliance; reputation; and citizenship.
Culture and conduct are the bedrock of the organisation and, with the
right culture, much of Barclays’ exposure to conduct risk can be reduced.
To this end, the Committee has continued to focus on these issues,
assessing progress against plans for embedding our conduct risk
programme and implementing cultural change throughout the Group.
We assessed deep-dive reports into conduct risk within key businesses,
such as Barclays Africa and the Cards business, and evaluated the
findings of a report by Air Marshal Sir David Walker, commissioned by
management to give an independent view on whether we are making
progress with cultural change. I am pleased to report that, although
there is more to be done, progress on both has been good and there is
strong commitment throughout the Group to embedding the necessary
changes.
The Committee also tracked the exposure of Barclays, and the financial
sector generally, to reputational risks. Reputational risk is a risk type that
is constantly evolving, with potential new risks emerging while we are
implementing controls to manage identified risks. Consequently, we
have taken a thematic approach to identifying our key reputational risks
and have ensured that we look ahead to identify emerging risks enabling
us to mitigate them early. You can read more on pages 61 and 62 about
the significant matters addressed during the year.
Committee performance
As part of the annual Board effectiveness review the performance of the
Board’s committees was considered and I am pleased to report that the
Committee is considered to be effective. The Committee is relatively new
and areas for improvement included continuing to refine its agenda,
particularly with regard to compliance and conduct risk, and ensuring
that it does not duplicate the work of other Board Committees. Please
turn to the report of the Board effectiveness review on pages 66 and 67
for more details.
Looking ahead
My successor, Sir Gerry Grimstone, will be assessing the areas of focus
for the Committee in 2016 and I wish him and the Committee well for
the future.
Sir Michael Rake
Chairman, Board Reputation Committee until 31 December 2015
Committee composition and meetings
The Committee comprises independent non-executive Directors, with
the exception of Wendy Lucas-Bull, who the Board has decided to deem
as non-independent for the purposes of the UK Corporate Governance
Code, owing to her position as Chairman of Barclays Africa Group
Limited. During 2015, there were a number of changes to the
membership of the Committee, which are set out in the table below.
The Committee met four times during 2015 and the chart on page 59
shows how it allocated its time. Committee meetings were attended by
management, including the Group Chief Executive, Chief Internal
Auditor, Chief Risk Officer, General Counsel, Group Corporate Relations
Director and the Heads of Compliance, Conduct Risk and Operational
Risk, as well as representatives from the businesses and other functions.
Member Meetings attended/eligible to attend
Reuben Jeffery III (Chairman and member to
31 March 2015)
1/1
John McFarlane (Chairman from 1 April 2015 –
16 July 2015)
2/2
Sir Michael Rake (Chairman and member from
17 July 2015 – 31 December 2015)
2/2
Mike Ashley (to 31 August 2015) 2/2
Tim Breedon (to 31 August 2015) 2/2
Wendy Lucas-Bull 4/4
Dambisa Moyo 4/4
Diane de Saint Victor 4/4
Sir John Sunderland (to 23 April 2015) 1/1
Frits van Paasschen (from 1 September 2015) 2/2
Committee role and responsibilities
The principal purpose of the Committee is to:
 ensure, on behalf of the Board, the efficiency of the processes for
identification and management of conduct and reputational risk and
 oversee Barclays’ Citizenship Strategy, including the management of
Barclays’ economic, social and environmental contribution.
Until the end of June 2015, the Committee also had responsibility for
oversight of operational risk. Following a review by the Board of its
governance arrangements, responsibility for the oversight of the capital
and financial aspects of operational risk was reallocated to the Board
Financial Risk Committee, which was renamed the Board Risk
Committee. The Board Audit Committee oversees the control aspects of
operational risk.
The Committee’s terms of reference are available at
home.barclays
What we did in 2015
Board Reputation Committee reporta
Note
a Formerly called the Board Conduct, Operational and Reputational Risk Committee
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information