Barclays 2015 Annual Report Download - page 72

70 I Barclays PLC Annual Report 2015 home.barclays/annualreport
Governance: Directors’ report
How we comply
Barclays Board
The Board is responsible for creating and
sustaining shareholder value, through setting
and overseeing the implementation of
Barclays’ strategy
Board Governance framework
Board Nominations
Committee
■ Reviews the composition
of the Board.
■ Recommends the
appointment of new
Directors.
■ Considers succession
plans for the Chairman
and Group Chief Executive.
■ Overseas the annual Board
effectiveness review.
Board Remuneration
Committee
■ Sets principles and
parameters of
remuneration for Barclays.
■ Considers and approves
remuneration for Executive
Directors and senior
executives.
■ Governs employee share
schemes.
Board Reputation
Committee
■ Considers Barclays’
conduct and reputational
risk issues and exposures.
■ Reviews and approves
Barclays’ overall citizenship
strategy.
■ Oversees Barclays’
approach to customer and
regulatory matters.
Board Risk
Committee
■ Monitors and
recommends financial and
operational risk appetite.
■ Monitors the financial and
operational risk profile.
■ Reviews limits for types of
financial and operational
risk.
Board Audit
Committee
■ Reviews accounting
policies and financial
reports.
■ Monitors the internal
control environment.
■ Considers the adequacy
and scope of the internal
and external audit.
See page 42
for further
information.
See page 83
for further
information.
See page 57
for further
information.
See page 52
for further
information.
See page 60
for further
information.
As a Board we may, under the authority of our Articles of Association
and where appropriate, delegate all or any of our powers to an individual
Director or to a Committee of Directors. Further information on the
operations of each of the Barclays Board Committees can be found on
the pages referenced above. Board Committee membership is reviewed
regularly by the Board Nominations Committee.
Roles on the Board
As Directors we have established a division of responsibilities between
running the Board and running the business of the Group. It is the
responsibility of the Chairman to lead the Board and to ensure that it
operates effectively, while the responsibility for the day-to-day
management of Barclays has been delegated to the Group Chief
Executive.
Role profiles setting out the responsibilities of the Chairman, the Group
Chief Executive, Deputy Chairman, Senior Independent Director,
non-executive Directors, Executive Directors, Committee Chairmen and
the Company Secretary can be found in Barclays Charter of
Expectations, which is available on home.barclays/corporategovernance.
Barclays Charter of Expectations also sets out high-performance
indicators for non-executive Directors.
The Group Chief Executive is supported by the Group Executive
Committee, which is responsible for making and implementing
operational decisions while running the Group’s day-to-day business.
Further information on the Group Executive Committee can be found on
page 38. The Group Executive Management structure has been
designed to support management’s decision-making responsibilities,
aligned to personal accountability and delegated authority, while
embedding risk and control in business decision-making.
Effectiveness
Composition of the Board
The Board Nominations Committee is responsible for reviewing Board
composition, considering succession plans for both the Board and senior
executives, selecting and appointing new Directors and considering the
results of the Board effectiveness review. For more information on the
work of this Committee in 2015 please turn to page 60.
Our individual biographies can be found on pages 36 and 37: these
include our relevant skills and experience, Board Committee membership
and any other principal appointments. Details of changes to the Board in
2015 and year to date are disclosed on page 75.
The Board currently comprises a Chairman, who was independent on
appointment, two Executive Directors and 11 non-executive Directors.
In line with the Code, independent non-executive Directors form a
majority of our Board. Each year we consider the independence of our
non-executive Directors, using the guidance set out in the Code and
behaviours determined by us as essential in order for a Director to be
considered independent. These independence criteria are disclosed in
Corporate Governance in Barclays, which can be viewed at home.barclays/
corporategovernance. Having considered this guidance, we have
determined those non-executive Directors who are standing for
re-election at the 2016 AGM to be independent.
Executive Directors’ service contracts and the letters of appointment for
the Chairman and non-executive Directors are available for inspection at
the Company’s registered office.