- 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’s principal duty is to create and deliver sustainable shareholder value through setting Barclays' strategy and overseeing its implementation.
In doing so, we pay due regard to matters that will affect the future of Barclays, such as the effect the Board's decisions may have on our employees, the environment, our communities and relationships with suppliers.
The Board also ensures Barclays’ management team achieves the right balance between promoting long-term growth and delivering short-term objectives.
Members of the Board are also responsible for maintaining an effective system of internal control that provides assurance of efficient operations and for ensuring that Barclays’ management team maintains an effective risk management and oversight process across the company.
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' strategy, medium-term and short-term plans
- Monitoring delivery of the strategy and performance against plan
- Major acquisitions, mergers or disposals
- Major capital investments and projects
- Board appointments and removals
- Succession planning for key positions on the Board
- Role proﬁles of key positions on the Board
- Approval of the framework for determining the policy and specific remuneration of executive directors
- Approval of non-executive director remuneration
- Major changes in employee share schemes
- Authorisation for directors’ conflicts or possible conflicts of interest
- Remuneration of auditors and recommendations for appointment or removal of auditors
- Approval of all circulars, prospectuses and significant press releases
- Principal regulatory filings with stock exchanges
- 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
Our board committees assist the Board in carrying out its functions and ensure that there is independent oversight of internal control and risk management.
Each year, the Board undertakes an effectiveness review, to assess its performance. Our review is a formal, rigorous process that has been facilitated externally since 2004.
A summary of the Board’s progress against the actions taken and findings in 2017 from its 2016 Board Effectiveness Review can be found below. This is described in more detail within the 2017 Annual Report.
Actions taken/findings in 2017
Time was scheduled for free-ranging discussion around risk, strategy and the Bank’s long term plan during the Board’s annual strategy session. The review reported that Board discussion was more focused and struck a balance between support and challenge.
The review found that the relationship between the Board and executive management deepened during 2017, with executive management feeling well supported.
Optimise communication and collaboration*
The Chairman continued to hold meetings with non-executive Directors ahead of Board meetings to brief them on current issues. Further principles and practices were developed for interaction between the Board and the boards of Barclays UK and Barclays International, building on the Governance Guiding principles created in 2016.
Board appointment process
The Board skills matrix and succession plan were kept under review, with separate skills matrices established for the Barclays UK and Barclays International boards. Board members were updated on recruitment progress and details of potential candidates.
The induction programme was reviewed to factor in tailored governance training for new Directors and was extended also to directors of Barclays UK, Barclays International and the Group Service Company.
Reporting to the Board**
by management to ensure that the Board is provided with appropriate management information on strategy and execution priorities.
* In 2016 this finding was named ‘Greater awareness of Board Committee work’.
** In 2016 this finding was named ‘Dealing more strategically with global regulation’.
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.
Barclays’ 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 are primarily responsible for constructively challenging the management team and monitoring the success of Barclays’ management team in delivering the agreed strategy within the risk appetite approved by the Board.
The Charter of Expectations sets out the role profiles, behaviours and competencies required for each role on the Board and its committees.
John McFarlane is a leading figure in global banking and in the City of London, having spent over 40 years in the sector in the most part at main board level
Jes Staley joined Barclays as Group Chief Executive on 1 December 2015
Mike joined the Board as a Non-Executive Director in September 2013
Tim Breedon CBE
Tim was appointed to the Board as a Non-Executive Director in November 2012
Sir Ian Cheshire
Sir Ian has been a member of the Board since April 2017. Sir Ian is Chairman of Barclays Bank UK PLC
Mary Francis CBE
Mary Francis CBE was appointed to the Board as a non-executive Director in October 2016 and was appointed Chair of the Board Reputation Committee in April 2018
Crawford joined the Board as a Non-Executive Director in May 2014 and was appointed Senior Independent Director in April 2018
Sir Gerry Grimstone
Sir Gerry Grimstone has been a member of the Board since 2016. Sir Gerry is Chairman of Barclays Bank PLC
Reuben Jeffery III
Reuben joined the Board in July 2009 as a Non-Executive Director
Matthew Lester was appointed to the Board as a Non-Executive Director in September 2017
Tushar joined the Board and Executive Committee of Barclays in October 2013 as Group Finance Director
Dambisa joined the Board in May 2010 as a Non-Executive Director
Diane Schueneman was appointed to the Board as a Non-Executive Director in June 2015
Mike Turner CBE
Mike was appointed to the Board as a Non-Executive Director in January 2018
Mary Anne Citrino
Mary Anne has considerable experience in financial services having served at Morgan Stanley for over 20 years, during which time she was managing director and global head of consumer products investment banking group