Corporate governance Corporate governance report Chairman’s Introduction Statement from Barclays PLC Board of Directors I am pleased to present my first Corporate Governance report as For the year ended 31st December 2006, we have complied with the Chairman of Barclays. We report to you below, as we are required to do, provisions set out in section 1 of the UK Combined Code on Corporate on how we have complied with the UK Combined Code on Corporate Governance (the Code) and applied the principles of the Code as Governance in 2006. Good corporate governance is, however, more described below. The Code was revised with effect from 1st November than a mere statement of compliance. It should aim to set the highest 2006 and the revised Code applies to Barclays with effect from standards which should permeate the entire organisation and 1st January 2007. everything it does. Barclays has a strong ethos of corporate governance, Board Structure and Composition endorsed and upheld by the Board. I see it as a key part of my role as At the date of this report, the Board is comprised of the Chairman, five Chairman to maintain the highest standards of corporate governance executive Directors and nine non-executive Directors. The roles of and to ensure that we seek compliance with best practice provisions Chairman and Chief Executive are separate and each has clearly defined wherever possible. I am indebted to my predecessor as Chairman, responsibilities. The Chairman’s main role is to lead and manage the Matthew Barrett, for the strong legacy I have inherited. Our corporate work of the Board to ensure that it operates effectively, provides governance framework, published in ‘Corporate Governance in appropriate challenge and support for the executive management and Barclays’, is a comprehensive statement of our values and how we put 2 fully discharges its legal and regulatory responsibilities. The Group Chief Governance them into practice at Barclays. We review this statement annually to Executive is responsible for the day to day management of the Group, ensure it remains relevant and current and you can find a copy on our for leading the executive Directors, for recommending strategy to the website at www.investorrelations.barclays.com. Board and for making and implementing operational decisions. The Chairman’s role is described fully in our ‘Charter of Expectations’, which sets out the role profile for each of the main positions on the Board, including the Chairman, Deputy Chairman, Senior Independent Director and Committee Chairmen. The Charter of Expectations can be found at www.investorrelations.barclays.com. Our aim is to have a Board that has an appropriate balance of skills and Marcus Agius experience to support our strategy. In line with the recommendations Chairman of the Code, at least half the Board, excluding the Chairman, are 8th March 2007 independent non-executive Directors. The current balance between executive and non-executive Directors is illustrated in the chart. Further details of the Board’s assessment of the independence of non-executive Directors can be found on page 119. Balance of non-executive and executive Directors Chairman 1 Independent Executive Directors non-executive 5 Directors 9 Sir Richard Broadbent continued as Senior Independent Director during the year. The role of Senior Independent Director is important in providing an additional contact for major shareholders and in monitoring the performance of the Chairman. We have set out what we expect of the role in our Charter of Expectations. During 2006, Sir Richard met with a number of institutional shareholders and shareholder bodies to discuss their views on the Group. He also led the Chairman’s performance evaluation process, consulting with the other non-executive Directors. We made a number of changes to the Board during the year. Frits Seegers joined the Board in July 2006 to head our Global Retail and Commercial Banking businesses. As part of this realignment of our operations, we announced that David Roberts would leave the Board in late 2006 and that Gary Hoffman had been appointed as Vice- Chairman. One of Gary’s key responsibilities is leading our corporate responsibility agenda. In September 2006, we announced that Matthew Barrett would retire as Chairman at the end of 2006 and that Marcus Agius would succeed him as Chairman. Marcus joined the Board on 1st September 2006 as a non-executive Director. He became Chairman on 1st January 2007 and was independent on appointment. Barclays PLC WorldReginfo - 2c259b17-dfe1-4ea0-9291-64e6506a7902 Annual Report 2006 117 Corporate governance Corporate governance report Fulvio Conti, Chief Executive of Enel SpA, the Italian energy company, implement approved strategy. joined the Board in April 2006 and brings to the Board both international Attendance at Board and Board Committee meetings experience and financial expertise; Fulvio was previously Chief Financial All Directors are expected to attend each Board meeting and each Officer of Enel SpA. Sir David Arculus retired as a non-executive Director meeting of Board Committees of which they are members, unless in April 2006, having served for nine years, and Robert Steel resigned there are exceptional circumstances that prevent them from doing so. from the Board in October 2006 in order to take up a senior position in Meeting dates are generally set well in advance to enable Directors to the US Treasury. manage their other commitments. On the few occasions where a We review the balance and composition of our Board and its principal Director is unable to attend a particular meeting, he or she will usually Committees regularly to ensure that we have an appropriate balance discuss the matters to be considered with the Chairman of the meeting and a good mix of skills and experience. We also consider the need to to ensure their views are taken into account. refresh the Board and Committees. All Directors invested the time required in 2006 to discharge their Length of tenure of non-executive Directors responsibilities to the Board and, in the case of non-executive Directors, they each met the time commitment expected of them as set out in our Over 9 years Charter of Expectations. All Directors, including the Chairman, must 1 report any material change in their circumstances to the Board for 6-9 years consideration. Executive Directors are permitted to serve on one other 1 0-3 years listed company board in addition to their duties at Barclays and such 5 appointments must be submitted to the Board for prior approval. The significant other commitments of Directors are reported in their 3-6 years biographies on pages 112 and 113. 2 Board Meetings Number of meetings Number of eligible to meetings attend attended Geographical mix (main experience) Director in 2006 in 2006 of non-executive Directors Matthew W Barrett 8 8 Marcus Agius (from 1st September 2006) 3 3 Other 2 Sir David Arculus (to 27th April 2006) 3 3 Sir Richard Broadbent 8 8 Leigh Clifford 8 6 UK Fulvio Conti (from 1st April 2006) 6 6 Europe 6 Dr Danie Cronjé 8 8 1 Professor Dame Sandra Dawson 8 8 Robert E Diamond Jr 8 8 Gary Hoffman 8 8 Naguib Kheraj 8 8 Sir Andrew Likierman 8 8 David Roberts 8 8 Role of the Board Sir Nigel Rudd 8 8 The Board is responsible to shareholders for creating and sustaining Stephen Russell 8 8 shareholder value through the management of the Group’s businesses. Frits Seegers (from 10th July 2006) 4 3 It is also responsible for ensuring that management maintain a system Robert Steel (to 11th October 2006) 6 5 of internal control that provides assurance of effective and efficient Sir John Sunderland 8 7 operations, internal financial controls and compliance with law and John Varley 8 8 regulation. The Board is the decision-making body for all matters deemed material to the Group in strategic, financial and reputational terms. Eight full Board meetings took place in 2006 and the table sets out each The Board has a formal schedule of matters reserved for its decision, Director’s attendance record. The meetings included a full day offsite including the approval of interim and final financial statements, meeting, devoted to review and approval of Group strategy. The significant changes in accounting policy and practice, the appointment Chairman usually meets privately with all the non-executive Directors or removal of Directors or the Company Secretary, changes to the prior to each Board meeting to brief them on the business to be Group’s capital structure and major acquisitions, mergers, disposals and considered and to hear any concerns they may have. Eight such capital expenditure. Further details of the matters reserved to the Board meetings took place in 2006. In addition to the eight full meetings held can be found in the document, ‘Corporate Governance in Barclays’. in 2006, two additional Board meetings were held, involving the Chairman, Group Chief Executive and non-executive Directors only, to Specific responsibilities have been delegated to Board Committees, consider the respective appointments of Frits Seegers and Marcus which have access to independent expert advice at the Group’s expense. Agius to the Board. The additional meeting to consider the appointment The terms of reference of our principal Board Committees are available at of Marcus Agius was chaired by Sir Nigel Rudd. www.investorrelations.barclays.com. The principal Board Committees and their activities during 2006 are described on pages 120 to 123. Responsibility for the day to day management of the Group