Board Responsibilities
At Barclays we think of governance as how the Board makes decisions and provides oversight in order to promote Barclays’ success for the long-term benefit of our shareholders having regard to the interests of our other priority stakeholder groups – our clients, customers, colleagues and the society in which we operate.
The role of the Board
The Barclays PLC Board sets the Purpose, strategic direction and risk appetite for the Group and is the ultimate decision-making body for matters of Group-wide strategic, financial, regulatory or reputational significance.
Matters reserved to the Board
Matters reserved solely for the decision-making power of the Board are set out in our bespoke Matters Reserved to the Board. Those matters include material decisions relating to:
- strategy
- risk appetite
- medium term plans
- capital and liquidity plans
- risk management and controls frameworks
- approval of financial statements
- approval of large transactions
- approval of share allotments, dividends and share buybacks.
Responsibility for the Group’s business on a day-to-day basis has been delegated by the Board to the Group Chief Executive, supported by his Executive Committee, to make and implement operational decisions.
Board Committees
The Board is supported in its work by its Committees - the Board Nominations Committee, Board Audit Committee, Board Risk Committee, Board Remuneration Committee and the Board Sustainability Committee - each of which has its own terms of reference clearly setting out its remit and decision-making powers. This structure enables the Board to spend a significant proportion of its time focusing on the Group’s strategy.
The Board Committees are comprised solely of Non-Executive Directors, with the exception of the Board Sustainability Committee of which the Group Chief Executive is an Executive member.
The Chairs of each Committee report on their Committee’s work at every scheduled Board meeting.
More information can be found on our Board Committees page.
Board effectiveness
The Board Nominations Committee ensures that a formal and rigorous review of the performance of the Board, Board Committees and individual Directors is undertaken each year, in line with the requirements of the UK Corporate Governance Code.
We carried out an internally facilitated effectiveness review for 2023, which was led by the SID and supported by the Group Company Secretary.
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Recommendations arising out of the 2022 Board effectiveness review, together with actions taken during the course of 2023 to address them, are shown in the table below.
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Feedback from the 2023 review indicated that the Board is operating well and effectively, with Board members commenting favourably on the culture of the Board, where members feel able to share their different perspectives and views. Board members emphasised how this culture is supported by the inclusive style of the Group Chairman and his values-driven approach. The review indicated that Board composition is considered to be a strength, bringing together a range of diverse and complementary backgrounds, including deep financial services expertise. The interaction between the Board and the Board Committees was commented upon favourably, with regular reporting ensuring the Board has good visibility on key areas of focus. The review highlighted the positive relationship between the Board and management, and an appropriate level of support and challenge.
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The 2023 review outlined the following key recommendations:
- consider how Board agendas might be structured to (i) allow for deeper discussion of business performance; and (ii) create more flexibility for discussion of key topics and reflections within the agenda
- identify opportunities for more open and wide-ranging discussions on big picture issues
- continue to focus on ensuring balanced papers which clearly identify substantive points and key issues for the Board’s attention
- continue to identify opportunities to bring external perspectives into the Board.
