Barclays 2015 Annual Report Download - page 70

68 I Barclays PLC Annual Report 2015 home.barclays/annualreport
Governance: Directors’ report
UK Corporate Governance Code (the Code)
As Barclays is listed on the London Stock Exchange we comply with the
Code. A copy of the Code, published in September 2014, can be found at
www.frc.org.uk For the year ended 31 December 2015, and at the date
of this report, we applied the main principles and complied with the
provisions of the Code, except as disclosed below:
 provision A.2.1 of the Code states that the roles of the Chairman and
the Chief Executive should not be exercised by the same individual.
John McFarlane joined the Board as Chairman designate in January
2015, succeeding Sir David Walker in April 2015, and was considered
independent on appointment for the purposes of the Code. Antony
Jenkins resigned as Group Chief Executive in July 2015 and, pending
the appointment of a new Group Chief Executive, John McFarlane was
appointed as Executive Chairman. Jes Staley was appointed as Group
Chief Executive with effect from 1 December 2015, at which point
John McFarlane returned to his role as non-executive Chairman. The
Board believes that for Barclays to continue to operate effectively over
this period, non-compliance with the Code for a short time was
justified and that in that time no single individual had unfettered
powers of decision. There was a strong non-executive presence on the
Board throughout this period. In addition, while he was Executive
Chairman, John McFarlane stood down as Chairman of the Board
Nominations Committee, which was chaired by Sir Michael Rake, then
Deputy Chairman and Senior Independent Director. John McFarlane
also stood down as Chairman of the Board Reputation Committee,
which was chaired by Sir Michael Rake until the end of 2015 and is
now chaired by Sir Gerry Grimstone, the current Deputy Chairman
and Senior Independent Director
 provision E.2.3 of the Code requires that the Chairman should arrange
for all Directors to attend the AGM. While such arrangements were
made, Reuben Jeffery III was unable to attend the 2015 AGM owing to
a prior engagement. The Chairman and all other Directors attended
the meeting and the Committee Chairmen were available to answer
questions.
Disclosure and Transparency Rules
We comply with the corporate governance statement requirements of
the FCA’s Disclosure and Transparency Rules by virtue of the information
included in this Governance section of the Annual Report. Certain
additional information that is required to be disclosed pursuant to
DTR7.2.6 may be found on pages 75 to 78.
New York Stock Exchange (NYSE)
NYSE rules permit Barclays to follow UK corporate governance practices
instead of those applied in the US, provided that any significant
variations are explained. This explanation is contained in Barclays’ 20-F
filing, which can be accessed from the Securities and Exchange
Commission’s (SEC) EDGAR database or via our website, home.barclays
A description of our corporate governance practices can be found
in Corporate Governance in Barclays, which is available online at
home.barclays/corporategovernance
Leadership
The Role of the Board
As members of the Board of Directors, we have a collective responsibility
to create and deliver sustainable value for our shareholders, in a manner
that is supported by the right culture, values and behaviours throughout
the Group. To support our role in determining the strategic objectives
and policies of the Group, there exists a well-defined Corporate
Governance framework. We aim to achieve long-term and sustainable
value and it is our responsibility as the Board to ensure that
management effectively delivers on short-term objectives, while
promoting the long-term growth of Barclays.
In addition, we have further responsibility for ensuring that management
maintains both an effective system of internal control and an effective
risk management and oversight process. When carrying out these
responsibilities we consider the Group’s business and reputation, the
materiality of risks that are inherent in the business and the relevant
costs and benefits of implementing controls. The Group’s internal control
system provides assurance of internal financial controls, compliance with
law and regulation and effective and efficient operations.
The Board is the decision-making body for those matters that are
considered of significance to the Group owing to their strategic, financial
or reputational implications or consequences. To retain control of these
key decisions, certain matters have been identified that only we as the
Board can approve and there is in place a formal schedule of powers
reserved to the Board. As Directors we must act in accordance with the
Company’s constitution and only exercise powers for the purposes for
which they have been conferred. A summary of the matters reserved to
the Board is available at home.barclays/corporategovernance. These
matters include the approval of Barclays’ strategy, interim and full year
financial statements and any major acquisitions, mergers, disposals or
capital expenditure.
Specific responsibilities have been delegated to Board Committees and
each Committee has its own terms of reference, which are available
on home.barclays/corporategovernance. Each Committee reports to,
and has its terms of reference approved by, the Board and the
minutes of Committee meetings are shared with the Board. The main
Board Committees are the Board Audit Committee, the Board Nominations
Committee, the Board Remuneration Committee, the Board Reputation
Committee and the Board Risk Committee.
In addition to the principal Board Committees, the Regulatory
Investigations Committee, which was formed in late 2012, focuses on
providing Board-level oversight of regulatory investigations. This
Committee met six times in 2015. John McFarlane is Chairman of the
Committee and the other current Committee members are Mike Ashley,
Sir Gerry Grimstone, Diane de Saint Victor and Jes Staley. Antony Jenkins,
Sir Michael Rake, Sir John Sunderland and Sir David Walker also served
on the Committee during 2015, stepping down when they left the Board.
How we comply