- Changes relating to capital structure or status as a PLC
- Approval of annual capital plan
- Approval of risk appetite and liquidity risk appetite
The Board is responsible for the overall leadership of the Barclays Group, including establishing its Purpose, Values and Strategy and satisfying itself as to the alignment of Barclays’ culture to its Purpose, Values and Strategy.
It is also responsible for ensuring that management maintains a sound system of audit, risk management, compliance and internal control. A sound system of internal control provides assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In meeting this responsibility, we consider what is appropriate for the Barclays Group’s business and reputation, the materiality of financial and other risks and the relevant costs and benefits of implementing controls.
In collaboration with the respective boards of Barclays Bank UK PLC and Barclays Bank PLC, the Board has developed a governance framework that seeks to provide the strong foundation needed for the effective management of the re-structured Barclays Group and thus generate long-term sustainable returns for shareholders. The Board is the ultimate decision-making body for all board-level issues and matters that are significant to Barclays PLC, Barclays Bank UK PLC and Barclays Bank PLC because of their potential strategic, financial, regulatory or reputational implications or because of their potential consequences for the Barclays Group as a whole.
Internal governance processes have been developed to ensure the effective operation of the individual boards and board committees of each of Barclays PLC, Barclays Bank UK PLC and Barclays Bank PLC respectively, in recognition of the fact that this is key to the development and execution of the Barclays Group’s strategy. The Schedule of Matters Reserved details the key decisions in respect of which the Board has control. A summary of the Matters Reserved is found below.
Summary of matters reserved to the Board
- 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 Chairman and Chief Executive
- Appointment (or removal) of Company Secretary and Chief Risk Officer
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
In recent years, the Board has assessed its effectiveness, and that of the Board Committees and the individual Directors, annually in a process facilitated by an independent third party. This has been driven by the Board’s belief that an effective board is key to the delivery of a company’s strategy, and that an objective, external perspective helps to identify what is working well and priorities for improvement, and promotes open discussion, resulting in a more effective Board. A full external review of the Barclays PLC Board, Board Committees and individual Directors was carried out during Q4 of 2018. This is described in more detail within the 2018 Annual Report.
2017 Findings of the Board effectiveness review and actions taken in 2018
Key findings of the 2017 Board effectiveness review, were that improving business performance would need to be a particular focus for 2018 and that structural reform – particularly the need for clear accountability and delineated responsibilities in the new structure between the individual boards and board committees – was regarded as a major challenge.
Following completion of structural reform, and the resolution of a number of significant legacy litigation and conduct matters, the executive team has been able to apply even greater focus to improving the performance of the business in the course of 2018 and has done so effectively. In relation to the second finding, a review of the governance processes across the Barclays Group was undertaken in order to ensure the effective operation of each of the boards and the respective board committees.
2018 Board effectiveness review
Feedback from the 2018 Board effectiveness review included that the execution of structural reform had gone well, financial results were encouraging and legacy issues were being resolved satisfactorily. Board members commented that the Board was well supported, and papers and presentations had improved, and Directors induction was strong.
The 2018 Board effectiveness review considered diversity when assessing the effectiveness of the Board.
The review yielded a number of recommendations, a high level summary can be found within the 2018 Annual Report. The Board intends to take action to address each of these recommendations during the course of 2019.
More detail on the findings for each Board Committee can be found within each Board Committee Chair’s letter in the 2018 Annual Report.
Under UK company law, Directors must promote the success of the company by exercising independent judgement with reasonable care, skill and diligence, while having regard to the long term consequences of their decisions.
Executive Directors are full-time employees of Barclays and form part of the management team.
They are responsible for the day-to-day management of our businesses and are supported by the Executive Committee.
The Non-Executive Directors are independent from Barclays’ management team. They provide effective oversight, strategic guidance and constructive challenge, helping to develop proposals on strategy and then fully empowering the Executive Directors to implement the strategy whilst holding the Executive Directors to account.
The Charter of Expectations sets out the role profiles, behaviours and competencies required for each role on the Board and its Board Committees.
Group Chief Executive
Group Finance Director
Tim Breedon CBE
Sir Ian Cheshire
Chairman of Barclays Bank UK PLC
Mary Anne Citrino
Mary Francis CBE
Senior Independent Director