Corporate governance

	Introduction
	Corporate governance, the system by which companies are managed and controlled, is a topic of great importance, both to the Directors of a company and its shareholders. Over the last few years, guidelines and codes have been developed culminating in the publication in June 1998 of the Combined Code – Principles of Good Governance and Code of Best Practice. Barclays has complied with the provisions of the Combined Code for the year ended 31st December 2000 save for the formal appointment of a senior independent Director. The Board is committed to business integrity and professionalism in all its activities. As part of this commitment, the Board supports the highest standards of corporate governance and the development of best practice. Barclays has adopted its own internal corporate governance guidelines which are available from the Group Secretary. These address the responsibilities of the Board and how they are met, the composition of the Board and selection procedures for new Directors and relationships with stakeholders.
	The Board and Board Committees
	The Board consists of the Chairman, eight non-executive Directors and four executive Directors. Their details appear on pages 60 and 61. Executive Directors generally have responsibility for making and implementing operational decisions and running the Group’s businesses. The non-executive Directors support the skills and experience of the executive Directors, by approving strategy and policy based on their knowledge and experience of other businesses and sectors. The Board meets regularly and has a formal schedule of matters reserved to it. All Directors have access to the advice of the Group Secretary and independent professional advice is also available to Directors in appropriate circumstances at the Company’s expense. The roles of Chairman and Chief Executive are separate with responsibilities divided between them. The chairmen of both the Board Remuneration and Board Audit Committees are senior non-executive Directors and the Board believes that it is therefore not necessary to nominate one individual to assume the role of senior independent director. Following the appointment of new Directors to the Board an induction programme is arranged, including visits to the Group’s businesses and meetings with senior management as appropriate, to help them quickly to get a full understanding of the Group. At each annual general meeting one-third of the Directors retire and offer themselves for re-election. In practice, over a number of years, this has meant that every Director has stood for re-election at least once every three years. Our Directors diligently support the work of the Board. During the year ended 31st December 2000 all of our Directors attended at least 11 of the 12 Board meetings.
	Board Committees
	Specific responsibilities have been delegated to the Board committees. The four principal Board committees are:
	Board Audit Committee
	Sir Nigel Mobbs, Chairman Sir Andrew Large Sir Nigel Rudd Stephen Russell The Board Audit Committee meets at least four times a year with the Group’s senior management, the internal audit team and the external auditors to review, among other things, the Group’s annual and interim financial statements, internal audit and compliance reports and the effectiveness of the Group’s systems of internal control. It also approves and reviews the appointment and retirement of the external auditors, as well as their relationship with the Group.
	Board Remuneration Committee
	Peter Jarvis, Chairman David Arculus Hilary Cropper Sir Brian Jenkins Sir Nigel Mobbs The Board Remuneration Committee meets at least four times a year, to consider matters relating to executive remuneration including remuneration policy for executive Directors’, employee benefits and long-term incentive schemes.
	Board Nominations Committee
	Sir Peter Middleton, Chairman David Arculus Hilary Cropper Peter Jarvis Sir Brian Jenkins Sir Nigel Mobbs The Board Nominations Committee is chaired by the Group Chairman, except when the Committee is considering the succession of the Group Chairman, in which case the Chairman of the Board Remuneration Committee, Peter Jarvis, also chairs the Board Nominations Committee. The Committee’s other members are all non-executive Directors. The Committee considers and makes recommendations to the Board on all new Board appointments.
	Board Risk Committee
	Sir Peter Middleton, Chairman Matthew Barrett Sir Andrew Large Sir Nigel Rudd The Board Risk Committee meets at least twice a year to review and recommend to the Board policies and standards for the risk governance and risk management of the Group.