Barclays 2015 Annual Report Download - page 75

home.barclays/annualreport Barclays PLC Annual Report 2015 I 73
Controls over financial reporting
A framework of disclosure controls and procedures is in place to support
the approval of the Group’s financial statements. The Legal and
Technical Review Committee is responsible for examining the Group’s
financial reports and disclosures to ensure that they have been subject
to adequate verification and comply with applicable standards and
legislation. The Committee reports its conclusions to the Disclosure
Committee. The Disclosure Committee examines the content, accuracy
and tone of the disclosures and reports its conclusions to the Board
Audit Committee, which debates its conclusions and provides further
challenge. Finally, the Board scrutinises and approves results
announcements and the Annual Report and ensures that appropriate
disclosures have been made. This governance process ensures that both
management and the Board are given sufficient opportunity to debate
and challenge the Group’s financial statements and other significant
disclosures before they are made public.
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed under the supervision of the principal
executive and principal financial officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
International Financial Reporting Standards (IFRS) as adopted by the
European Union and issued by the International Accounting Standards
Board (IASB). Internal control over financial reporting includes policies
and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and
dispositions of assets; provide reasonable assurances that transactions
are recorded as necessary to permit preparation of financial statements
in accordance with IFRS and that receipts and expenditures are being
made only in accordance with authorisations of management and the
respective Directors; and provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use or
disposition of assets that could have a material effect on the financial
statements.
Internal control systems, no matter how well designed, have inherent
limitations and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that internal controls may become inadequate
because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Management has assessed internal control over financial reporting as of
31 December 2015. In making its assessment, management has utilised
the criteria set forth by the 2013 COSO framework. Management
concluded that, based on its assessment, the internal control over
financial reporting was effective as of 31 December 2015. Our
independent registered public accounting firm has issued a report on
the Group’s internal control over financial reporting, which is set out on
page 252.
The system of internal financial and operational controls is also subject
to regulatory oversight in the UK and overseas. Further information on
supervision by the financial services regulators is provided under
Supervision and Regulation in the Risk review section on pages 210 to
215 .
Changes in internal control over financial reporting
There have been no changes in the Group’s internal control over financial
reporting that occurred during the period covered by this report which
have materially affected or are reasonably likely to materially affect the
Group’s internal control over financial reporting.
Remuneration
We have delegated responsibility to the Board Remuneration Committee
to determine the remuneration arrangements for the Chairman, our
Executive Directors and other senior executives and certain other Group
employees, as determined by the Committee. Additional information on
the Board Remuneration Committee, including its membership and
activities in 2015, can be found on pages 83 to 116 in the Directors’
remuneration report, which forms part of the corporate governance
statement.
Stakeholder engagement
We describe below how we engage with our stakeholders.
Investor engagement
The Board is committed to promoting effective channels of
communication with shareholders and upholding good corporate
governance as a means of building stronger and more engaged
relationships with them. Our comprehensive investor engagement
initiatives help us to understand their views about Barclays, which are
communicated regularly to the Board. Our shareholder communication
guidelines, which underpin all investor engagement, are available on our
website at home.barclays/barclays-investor-relations/corporate-
governance/shareholder-communication-guidelines
Institutional investors
In 2015, our engagement with institutional investors took place
throughout the year, following our quarterly results as well as outside
the reporting cycle. This allowed the opportunity for existing and
potential investors to engage with us regularly, and promoted dialogue
on longer-term strategic developments, as well as about the recent
financial performance of the Group.
The Directors, in conjunction with the senior executive team and
Investor Relations, participated in varied forms of engagement across
multiple geographic locations, reflecting the diverse nature of our equity
and debt institutional ownership. Divisional management also presented
extensively to investors, promoting greater awareness and
understanding of our operational businesses and other functions.
In the past year, discussions with investors focused on the continued
execution of our strategic plan outlined in 2014, and the steps taken in
2015 to improve our returns to shareholders, while adapting to the
changing regulatory environment and addressing legacy issues.
Meetings focused on corporate governance matters also took place
throughout the year, covering topics including management changes,
remuneration and other AGM-related matters. Following the
appointment of Sir Gerry Grimstone as Senior Independent Director on
1 January 2016, our major investors were offered a meeting with him.
During 2015, we held quarterly results briefings, including an in-person
presentation for the 2014 results announcement in March 2015, and
quarterly breakfast briefings for equity and debt sellside analysts, hosted
by the Group Finance Director. For fixed income investors, we held
conference calls at our full year and half year results, hosted by our
Group Finance Director and Group Treasurer, as well as quarterly
briefings for credit analysts.
An independent audit of investor views took place in April 2015.
Interviews with a cross-section of institutional shareholders and
non-holders, were conducted on specific topics including strategy,
business performance and the management team. The findings of the
investor audit were presented to the Board.
To enable the effective distribution of information to all investors,
transcripts of executive management speeches were uploaded to the
Investor Relations section of the website, alongside associated
presentation materials. In 2015, we received the UK Investor Relations
Society’s award for the Best Use of Digital Communications, reinforcing
the importance placed on using our website to engage with the market.
For example, we introduced short videos providing a summary of our
results from our Chairman, Group Chief Executive and Group Finance
Director.
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information