The Board sets the strategic direction and risk appetite of the Group and is the ultimate decision-making body for matters of Group-wide strategic, financial, regulatory or reputational significance.
The Board discharges its responsibilities as described in the high-level flow diagram below. A summary of the matters reserved for the Board are also found below.
- Changes relating to capital structure or status as a PLC
- Approval of annual capital plan
- Approval of risk appetite and liquidity risk appetite
- Approval of interim and ﬁnal financial statements, dividends and any signiﬁcant change in accounting policies or practices
- Any share dividend alternative
- Approval of Barclays' Group strategy, medium-term and short-term plans
- Reviewing delivery of the strategy and measure performance against plan
- Major capital projects, investments, acquisitions, mergers or disposals
- Board appointments and removals
- Board Committee establishment and membership
- Succession planning for key positions on the Board
- Charter of expectations of key positions on the Board
- Approval of the framework for determining the policy and specific remuneration of the Chair and executive directors
- Approval of non-executive director remuneration
- Major changes in employee share schemes
- Authorisation for directors’ conflicts or possible conflicts of interest
- Recommendations for appointment or removal of auditors
- Approval of all circulars, prospectuses and significant press releases
- Principal regulatory filings and filings in other jurisdictions as required
- Approval of allotment of shares
- Rules and procedures for dealing in Barclays securities
- Terms of reference and membership of Board committees
- Approval of Board and Board committees performance evaluation process
- Determination of independence of non-executive directors
- Approval of Corporate Governance framework
- Approval of division of responsibilities between the Chair and Chief Executive
- Appointment (or removal) of Company Secretary and Chief Risk Officer
Roles on the Board
Executive and Non-Executive Directors share the same duties. However, in line with the principles of the Code, a clear division of responsibilities has been established.
The Group Chair is responsible for:
- leading the Board and its overall effectiveness
- demonstrating objective judgement
- promoting a culture of openness and constructive challenge and debate between all Directors
- facilitating constructive board relations and the effective contribution of all Non-Executive Directors
- ensuring Directors receive accurate, clear and timely information.
Responsibility for the day-to-day management of the Group is delegated to the Group Chief Executive Officer who is supported in this role by the Executive Committee.
As a Board we have set out our expectations of each Director in Barclays’ Charter of Expectations. This includes role profiles and the behaviours and competencies required for each role on the Board, namely the Group Chair, Group Deputy Chair (to the extent one is required), the Senior Independent Director, Non-Executive Directors, Executive Directors and Committee Chairs.
Consistent with our Charter of Expectations, the Non-Executive Directors provide effective oversight and scrutiny, strategic guidance and constructive challenge, while holding the Executive Directors to account against their agreed performance objectives. The Non- Executive Directors, led by the Nominations Committee, have primary responsibility for the appointment and removal of the Executive Directors.
The Senior Independent Director provides a sounding board for the Group Chair, acts as an intermediary for the other Directors when necessary and is available to shareholders if they have concerns that have not been addressed through the normal channels.
The Charter of Expectations is reviewed annually to ensure it remains relevant and accurately reflects the requirements of the Code, the Regulations and industry best practice.
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 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.
We believe that an effective board is one which delivers value for its stakeholders – our shareholders, clients, customers, communities and colleagues. We assess the effectiveness of our Board, its Committees and Board members each year.
In respect of 2020, the Board effectiveness review was conducted internally, in line with the Code, by the Group Company Secretary, overseen by the Senior Independent Director. The Senior Independent Director and Group Company Secretary are well placed to do this, having previously conducted the 2019 review using broadly similar methodology. As the Code requires an externally facilitated evaluation to be undertaken every three years, in 2021 our effectiveness review will be undertaken by an external evaluator.
You can read more about the 2020 process and our progress against the 2019 Board effectiveness review in the 2020 Annual Report.
Progress against the 2019 Board Effectiveness Review
The 2019 review outlined the following key recommendations:
- that consideration be given to facilitating deeper discussion of complex issues without significantly increasing demands on the Board’s time
- that consideration be given to adding greater technology expertise to the Board, through greater external input or by looking to expand or adjust Board membership
- that consideration be given to increasing input to the Board from outside Barclays on a wider range of issues
- that the Barclays’ ongoing structured approach to workforce engagement should include appropriate opportunities for Board members to engage directly with employees.
In 2020, progress was planned, and in some respects made, on each of these matters, but disruption due to the demands of the pandemic has made it difficult to achieve all the progress we would have liked. For example, we experienced increased pressure on the Board’s time and agendas, which often had to be revised at short notice to deal with urgent pandemic-related matters. The effect of this was that, first, it was often not possible to achieve the extent of debate and depth of discussion that had been planned before the pandemic; secondly, the scope for accommodating external input in addition to the considerable expertise on the Board was limited and, thirdly, opportunities for Board members to increase their direct engagement with the workforce were restricted.
Notwithstanding this, we continued with searches for suitably qualified and experienced non-executive directors with technology expertise, although these have not yet yielded suitable candidates. In addition, while direct physical engagement with the workforce has been restricted, Board members did undertake virtual engagement where possible throughout the year, for example by way of virtual “town hall” meetings.
We are committed to building on the progress made in 2020 and, to the extent not fully addressed, we will carry these recommendations forward to 2021 and will take action to address them with the Board as appropriate.
2020 Board Effectiveness Review
Feedback from the 2020 review indicated that the composition of the Board is considered to be strong, with the latest additions to the Board, Brian Gilvary, Dawn Fitzpatrick and Mohamed El-Erian each having settled in well, contributing meaningfully to the quality of discussion. Board members commented particularly favourably on the ‘tone from the top’ set by the Chairman and the other members of the Board, the strength and diversity of views of Board members contributing to a complete absence of ‘group think’ in discussions, the inclusive style of the Chairman and the healthy relationship developed with management.
Challenge by the Board was considered to be strong yet constructive and collegiate. The Board is considered to have performed well through the pandemic, with the establishment of a COVID-19 Crisis Response Committee and its very regular cadence of meetings having enabled the Board to exercise close and effective oversight of the bank’s role in supporting customers, clients and colleagues while remaining secure and resilient, both operationally and financially, in a rapidly evolving and dynamic environment. The review yielded a number of recommendations, and a high level summary can be found within the 2020 Annual Report.
More detail on the findings for each Board Committee can also be found in the 2020 Annual Report.