Salz Review - Wall Street Journal

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Salz Review
An Independent Review of Barclays’ Business Practices
9.37 Non-executive pay also needs to reflect a realistic assessment of the time required
(including travel time and time for induction and deepening familiarity with
Group businesses).
Recommendation 8: Non-Executive Directors
Barclays should regularly consider the time commitments realistically expected
for Non-Executive Directors, especially Chairmen of Board committees, and
reflect its conclusions in its updated Charters of Expectations and in the Non-
Executives’ letters of appointment.
Barclays should maintain and put into action a plan for Non-Executive
Directors over a period of time to engage with each major business and
geography, including occasional attendance at appropriate business committees.
This should be supplemented with detailed sessions on particular specialist
topics.
Board Information
9.38 All boards need to receive the appropriate high quality information to perform their
roles well. Good governance and decision making is impossible without it. The
oversight of this is clearly the responsibility of the Chairman. 181 It is difficult to
achieve the right balance in board papers and information, between only high-level
summaries and excessive data. It will also be difficult to reconcile the different
expectations of different board members. This tends, we believe, to be a perennial
problem for all boards.
9.39 Since the financial crisis, Barclays Board papers have increased in length, making
some issues seem ever more complex. The annual Barclays Board evaluations,
including most recently in 2012, confirmed our discussions with past and present
Board members that the quality, timeliness and level of detail of information
provided for Board meetings, were a continuing concern. It was suggested that
papers needed to focus more on delivering analysis and insight to help guide debate
rather than simply data for information.
9.40 Board members told us they would have preferred papers from management to
include less advocacy (supporting one point of view) and more explanation of
options in a balanced and even handed manner, accepting that a recommendation
would be appropriate. In addition, there was a desire for more information on
emerging themes. In the case of the growth period of Barclays Capital (the ‘Alpha
Plan’ years of 2004 to 2007), many Board members commented that insufficiently
detailed information was provided concerning individual businesses within the
investment bank. This apparently improved over time in response to requests but it
made it difficult for Board members to understand the different parts of the
investment banking business and their significance. Examples include the role of
SCM, the extent of proprietary trading, the expansion of structured credit in the
181 “The chairman is responsible for ensuring that the directors receive accurate, timely and clear
information”, UK Corporate Governance Code, Financial Reporting Council, September 2012, p. 9.