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Board committees

Board Committees

Certain responsibilities are delegated to Board Committees, which assist the Board in carrying out its functions and ensure that there is independent oversight of internal control and risk management.

The Chairman of each Board Committee reports to the Board on the matters discussed at Committee meetings.

Board Audit Committee

Select
  • Committee responsibilities
    • Reviews accounting policies and the contents of financial reports
    • Monitors disclosure controls and procedures and the internal control environment
    • Considers the adequacy and scope of the external and internal audit
    • Oversees the relationship with our external auditors
  • Committee chair

    Mike Ashley

    Mike Ashley

    Specific responsibilities and requirements of the chair

    • Safeguards the independence of and oversees the performance of Barclays Internal Audit (BIA), including the performance of Barclays Chief Internal Auditor, in accordance with SYSC 6.2 (Internal Audit) of the PRA Handbook
    • Meets regularly with Barclays Chief Internal Auditor in private to receive briefings on the work of BIA and provides support when necessary to ensure that the independence and integrity of BIA is beyond reproach
    • Where an external, independent assessment of BIA is conducted, oversees and approves the appointment of the external assessor
    • Monitors the performance of Barclays Chief Internal Auditor as part of his/her dual reporting line to the Committee Chairman and Chief Executive, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Barclays Chief Internal Auditor and BIA as a whole, subject to final approval of the Board Remuneration Committee
    • Act as the Whistleblower’s Champion in accordance with SYSC 18.4 (Whistleblower’s Champion) of the FCA Handbook, with responsibility for the integrity, independence and effectiveness of the Group’s policies and procedures on whistleblowing, including the procedures for protection from detrimental treatment of staff who raise concerns
    • Meets regularly with the lead Audit Partner of the External Auditors in private to discuss their audit work and any issues of concerns arising in between meetings of the Committee.

Committee member profiles

Board Reputation Committee

Select
  • Committee responsibilities
    • Considers Barclays’ reputational risk issues and exposures
    • Considers conduct risk and the effectiveness of the process in place to ensure fair customer outcomes
    • Reviews and approves Barclays overall citizenship strategy and associated policies
    • Oversees Barclays approach to customer and regulatory matters
  • Committee chair

    Mary Francis

    Mary Francis CBE

    Specific responsibilities and requirements of the chair

    • Safeguards the independence of and oversees the performance of Barclays Compliance function, including the performance of Barclays Head of Compliance, in accordance with SYSC 6.1 (Compliance) of the PRA Handbook
    • Meets regularly with Barclays Head of Compliance in private to receive briefings on the work of Compliance and provides support when necessary to ensure that the independence and integrity of Compliance is beyond reproach
    • Monitors the performance of Barclays Head of Compliance as part of his/her dual reporting line to the Committee Chair and Chief Executive, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Barclays Head of Compliance and Compliance as a whole, subject to final approval of the Board Remuneration Committee.

Committee member profiles

Board Nominations Committee

Select
  • Committee responsibilities
    • Reviews composition of Board
    • Recommends appointment of new directors
    • Considers succession plans for Chairman and Chief Executive positions
    • Reviews the Talent Management Programme
    • Monitors corporate governance issues
    • Oversees the annual Board performance review
  • Committee chair

    John McFarlane

    Specific responsibilities and requirements of the chair

    • Safeguards the independence and oversees the performance of the Committee
    • Takes reasonable steps to ensure that the Committee complies with the requirements in SYSC 4.3A (CRR Firms) of the PRA Handbook that apply to the Committee and any specific and relevant requirements relating to the Committee or to the matters within the Committee’s responsibilities.

Committee member profiles

Board Remuneration Committee

Select
  • Committee responsibilities
    • Sets the overarching principles and parameters of remuneration policy across Barclays
    • Considers and approves remuneration arrangements for executive directors and senior executives
    • Approves individual remuneration awards
    • Agrees changes to senior executive incentive plans
    • Governs employee share schemes
    • Looks at strategic HR issues.
  • Committee chair

    Crawford Gillies

    Crawford Gillies

    Specific responsibilities and requirements of the chair

    • Oversees the development of, and implementation of Barclays’ remuneration policies and practices in accordance with SYSC 19D (Remuneration Code) of the PRA Handbook
    • Meets regularly with the Group Human Resources Director and the Group Reward and Performance Director in private to receive briefings on the work of the Reward and Performance team and provides support when necessary
    • When a meeting of the Committee cannot be arranged in the time available, acts as a sub-committee of the Committee to approve the proposed remuneration package and ensures that a formal record of any such sub-committee decision is circulated to all the members of the Committee.

Committee member profiles

Board Risk Committee

Select
  • Committee responsibilities
    • Recommends total level of financial and operational risk we are prepared to take (risk appetite)
    • Monitors financial and operational risk appetite
    • Reviews limits for individual types of financial and operational risk
    • Monitors the financial and operational risk profile
  • Committee chair

    Tim Breedon CBE

    Tim Breedon CBE

    Specific responsibilities and requirements of the chair

    • Safeguards the independence of and oversees the performance of Barclays Risk function, including the performance of Barclays Chief Risk Officer, in accordance with SYSC 7.1.21R and SYSC7.1.22R (Risk Control) of the PRA Handbook
    • Meets regularly with Barclays Chief Risk Officer in private to receive briefings on the work of Barclays Risk function and provides support when necessary to ensure that the independence and integrity of Barclays Risk function is beyond reproach
    • Monitors the performance of Barclays Chief Risk Officer as part of his/her dual reporting line to the Committee Chairman and Chief Executive, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Barclays Chief Risk Officer and Barclays Risk function as a whole, subject to final approval of the Board Remuneration Committee
    • Uses his/her discretion to decide whether the Committee should review due diligence on Barclays’ transactions valued at £150m - £500m

Committee member profiles