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Board Responsibilities

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

  • Risk appetite, capital and liquidity

    • Changes relating to capital structure or status as a PLC
    • Approval of annual capital plan
    • Approval of risk appetite and liquidity risk appetite
  • Financial results and dividends

    • Approval of interim and final financial statements, dividends and any significant change in accounting policies or practices
    • Any share dividend alternative
  • Strategy

    • 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 membership

    • Board appointments and removals
    • Succession planning for key positions on the Board
    • Role profiles of key positions on the Board
  • Remuneration

    • 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
  • Governance

    • 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

Related documents

Charter of Expectations and Role Profiles (PDF - 155KB)

Board Committees

Our board committees assist the Board in carrying out its functions and ensure that there is independent oversight of internal control and risk management.

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Our committees include:

  • Board Audit Committee
  • Board Reputation Committee
  • Board Nominations Committee
  • Board Remuneration Committee
  • Board Risk Committee

Board performance

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.

Evaluation Statement

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.

Evaluation Statement

Theme

Actions taken/findings in 2017

Board Priorities

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.

Board/executive relationship

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.

Director induction

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’.

The Directors

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.