| The Board and Board
Committees |
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| Corporate governance | |
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Corporate governance, the system by which
companies are managed and controlled, is a topic
of great importance, both to the Directors of a
company and its shareholders. Over the
last few years, guidelines and codes have been
developed culminating in the publication in
June 1998 of the Combined Code – Principles
of Good Governance and Code of Best Practice.
Barclays has complied with the provisions of the
Combined Code for the year ended 31st December
2000 save for the formal appointment of a senior
independent Director. The Board is committed to
business integrity and professionalism in all its
activities. As part of this commitment, the Board
supports the highest standards of corporate
governance and the development of best practice.
The 2000 Annual Report contains our full
corporate governance statement.
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| The Board | |
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The Barclays Board consists of the Chairman,
eight non-executive Directors and four executive
Directors. Executive Directors generally have
responsibility for making and carrying out
operational decisions and running the Group’s
businesses. The non-executive Directors support
the skills and experience of the executive
Directors by approving strategy and policy based
on their knowledge of and experience of other
businesses and sectors. The Board meets regularly
and has a formal schedule of matters reserved
to it. All Directors have access to the advice of
the Group Secretary. Independent professional
advice is also available to Directors in appropriate
circumstances at the Company’s expense.
The roles of Chairman and Chief Executive are separate with responsibilities divided between them. Both the chairmen of the Board Remuneration and Board Audit Committees are senior Board non-executive Directors and the Board believes that it is therefore not necessary to nominate one individual to assume the role of senior independent Director. Following the appointment of new Directors to the Board an induction programme is arranged, including visits to the Group’s businesses and meetings with senior management as appropriate, to help them quickly to get a full understanding of the Group. At each annual general meeting one-third of the Directors retire and offer themselves for re-election. In practice, over a number of years, this has meant that every Director has stood for re-election at least once every three years. Our Directors diligently support the work of the Board. During the year ended 31st December 2000 all of our Directors attended at least 11 of the 12 Board meetings. |
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| Board Committees | |
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Specific responsibilities have been delegated to
the Board committees. The four principal Board
committees are: |
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| Board Audit Committee | |
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Sir Nigel Mobbs, Chairman Sir Andrew Large Sir Nigel Rudd Stephen Russell The Board Audit Committee meets at least four times a year with the Group’s senior management, the internal audit team and the external auditors to review, among other things, the Group’s annual and interim financial statements, internal audit and compliance reports and the effectiveness of the Group’s systems of internal control. It also approves and reviews the appointment and retirement of the external auditors, as well as their relationship with the Group. |
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| Board Remuneration Committee | |
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Peter Jarvis, Chairman David Arculus Hilary Cropper Sir Brian Jenkins Sir Nigel Mobbs The Board Remuneration Committee meets at least four times a year, to consider matters relating to executive remuneration including remuneration policy for executive Directors, employee benefits and long-term incentive schemes. |
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| Board Nominations Committee | |
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Sir Peter Middleton, Chairman David Arculus Hilary Cropper Peter Jarvis Sir Brian Jenkins Sir Nigel Mobbs The Board Nominations Committee is chaired by the Group Chairman, except when the Committee is considering the succession of the Group Chairman, in which case the Chairman of the Board Remuneration Committee (Peter Jarvis) also chairs the Board Nominations Committee. The Committee’s other members are all non-executive Directors. The Committee considers and makes recommendations to the Board on all new Board appointments. | |
| Board Risk Committee | |
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Sir Peter Middleton, Chairman Matthew Barrett Sir Andrew Large Sir Nigel Rudd The Board Risk Committee meets at least twice a year to review and recommend to the Board policies and standards for the risk governance and risk management of the Group. |