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Board committees

Board Committees

The Board is empowered through its Articles of Association to delegate all or any of its powers, authorities and discretions to any committee or committees as it thinks fit. The principal Board Committees are the Board Audit Committee, the Board Risk Committee, the Board Reputation Committee, the Board Nominations Committee and the Board Remuneration Committee.

The Board has defined the roles and objectives of each of the Board Committees, and provided specific levels of discretion within which they can operate.

 

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

Board Audit Committee

Select
  • Committee role

    Review and monitor, among other things

    • The integrity of the Group’s financial statements and related announcements
    • The effectiveness of the Group’s internal controls
    • The independence and effectiveness of the internal and external audit processes
    • The Group’s relationship with the external auditors
    • The effectiveness of the Group’s whistleblowing procedures
  • Committee chair

    Mike Ashley

    Mike Ashley

    Specific responsibilities and requirements of the Committee Chair

    • Safeguards the independence of and oversees the performance of Barclays Internal Audit (BIA), including the performance of Group Chief Internal Auditor, in accordance with SYSC 6.2 (Internal Audit) of the FCA Handbook
    • Ensures the Company has regard to the requirements of all relevant Codes of best practice, including the FRC Guidance on Audit Committees and the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.
    • Meets regularly with Group 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 Group Chief Internal Auditor as part of his/her dual reporting line to the Committee Chair and Group Chief Executive Officer, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Group 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
    • Meets regularly with the key individuals involved in the Company's governance including the Chair, the Group Chief Executive Officer and the Group Finance Director
    • Recommends interim and final financial statements to the Board for approval
    • Meets regularly with the Chair of the audit committees of Barclays Bank PLC and Barclays Bank UK PLC to discuss the matters their respective audit committees are responsible for in order to avoid duplication, repetition and inefficiency

Committee member profiles

Board Nominations Committee

Select
  • Committee role
    • Support and advise the Board in ensuring it is comprised of individuals who are best able to discharge the duties and responsibilities of Directors and that Barclays PLC has the appropriate corporate governance standards and practices in place
    • Focus primarily on the composition, appointments, succession and effectiveness of the Board, ensuring that both appointments and succession plans are based on merit and objective criteria and, within this context, promote diversity of gender, social and ethnic background, cognitive and personal strengths
    • Oversee the adoption of appropriate internal policies on the assessment of the suitability of Directors, members of the Group Executive Committee and other key personnel subject to regulatory approval
    • Keep the Board’s governance arrangements under review and make appropriate recommendation to the Board to ensure that the Barclays PLC’s arrangements are consistent with best practice corporate governance standards
  • Committee chair

    Nigel Higgins

    Nigel Higgins

    Specific responsibilities and requirements of the Committee 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 FCA 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 role
    • Sets the overarching principles and parameters of remuneration policy across the Group
    • Consider and approve remuneration arrangements of the Chair, the executive Directors of Barclays PLC, other senior executives and those employees whose total annual compensation exceeds an amount determined by the Committee from time to time
    • Exercise oversight for remuneration issues
  • Committee chair

    Crawford Gillies

    Crawford Gillies

    Specific responsibilities and requirements of the Committee Chair

    • Oversees the development of, and implementation of Barclays’ remuneration policies and practices in accordance with SYSC 19D (Remuneration Code) of the FCA Handbook and the Remuneration Part of the PRA Rulebook
    • 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 Reputation Committee

Select
  • Committee role
    • Support the Board in promoting its collective vision of Barclays purpose, values, culture and behaviours
    • Review, on behalf of the Board, the management of conduct risk
    • Review, on behalf of the Board, the management of reputational risk
    • Oversee Barclays' conduct in relation to its corporate and societal obligations, including setting the guidance, direction and policies for Barclays approach to customer and regulatory matters and Barclays Citizenship strategy, including advising the Board and management on these matters
    • Safeguard the independence of, and oversee the performance of, Barclays Compliance function, including the performance of the Group Chief Compliance Officer
  • Committee chair

    Mary Francis

    Mary Francis CBE

    Specific responsibilities and requirements of the Committee Chair

    •  Safeguards the independence of and oversees the performance of Barclays Compliance function, including the performance of Group Chief Compliance Officer, in accordance with SYSC 6.1 (Compliance) of the FCA Handbook 
    • Meets regularly with Group Chief Compliance Officer 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 Group Chief Compliance Officer as part of his/her dual reporting line to the Committee Chair and Group Chief Risk Officer, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Group Chief Compliance Officer and Compliance as a whole, subject to final approval of the Board Remuneration Committee.

Committee member profiles

Board Risk Committee

Select
  • Committee role

    Review, on behalf of the Board, the Group Chief Risk Officer's/management’s recommendations on financial, operational and legal risk, in particular:

    • consider and recommend to the Board the Group’s risk appetite for financial, operational and legal risk;
    • review, on behalf of the Board, the Group’s risk profile for financial, operational and legal risk; and
    • commission, receive and consider reports on key financial, operational and legal risk issues.

    The Committee’s oversight responsibilities with regard to operational risk cover the financial and capital implications of operational risk. The Board Audit Committee has oversight of the internal control aspects of operational risk. The Board Reputation Committee has oversight of reputation and conduct risk.

  • Committee chair

    Tim Breedon CBE

    Tim Breedon CBE

    Specific responsibilities and requirements of the Committee Chair

    • Safeguards the independence of and oversees the performance of Barclays Risk function, including the performance of Group Chief Risk Officer, in accordance with SYSC 7.1.21R and SYSC7.1.22R (Risk Control) of the PRA Handbook
    • Meets regularly with Group 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 Group Chief Risk Officer as part of his/her dual reporting line to the Committee Chair and Group Chief Executive Officer, including approving his/her objectives and performance review
    • Recommends the annual remuneration of Group 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