Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 152 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Our Governance Framework (continued) Division of responsibilities Roles on the Board and Charter of Expectations In line with the provisions of the Code, a clear division of responsibilities has been established between Executive and Non-Executive Directors, as shown in the table below. Our Charter of Expectations sets out individual role profiles and required behaviours and competencies for the Chair, SID, Non- Executive Directors, Executive Directors and Committee Chairs. We review our Charter of Expectations annually, to ensure it remains relevant and accurately reflects the requirements of the Code, the Companies (Miscellaneous Reporting) Regulations 2018 and industry best practice. Role on Board Responsibilities As Chair, Nigel Higgins is responsible for: Chair • leading the Board and its overall effectiveness in directing the company • demonstrating objective judgement • promoting a culture of openness and inclusion, and facilitating and encouraging open constructive challenge and debate between all Directors, and which challenges executives where appropriate • ensuring the Board as a whole has a clear understanding of the views of shareholders • facilitating constructive board relations and the effective contribution of all Non-Executive Directors • ensuring Directors receive all information in an accurate, timely and clear form that is relevant to discharge their obligations • developing and monitoring, with the support of the Board Nominations Committee, effective induction, training and development for the Board. You can read more about the skills and experience Nigel brings to the Board in his biography + on page 143. As the Group Chief Executive, Venkat is supported in his role by the ExCo, and leads the Executive Directors in: Group Chief Executive • making and implementing operational decisions and running the Group's business on a day-to-day basis • leading Barclays towards the achievement of its strategic objectives and implementing the strategy decisions taken by the Board • assisting the Board in considering strategic issues, and ensuring that decisions taken are in the Group's best interests • actively promoting and demonstrating the appropriate culture, values and behaviours of the boardroom, including upholding Barclays' Values and Mindset. You can read more about the skills and experience Venkat brings to the Board in his biography + on page 143 and can find further information on the membership of ExCo on page 148. As our SID, Brian Gilvary: Senior Independent Director (SID) • provides a sounding board for the Chair, serving as a trusted intermediary for the other Directors and shareholders when necessary • is available to shareholders if they have any concerns which contact through the normal engagement channels has failed to resolve, or for which such contact is inappropriate • maintains contact with major shareholders to understand their issues and concerns, and supports the Chair in ensuring the Board is aware of the views of major shareholders • leads the Non-Executive Directors in meeting at least annually to appraise the Chair's performance, and on other occasions as necessary. You can read more about the skills and experience Brian brings to the Board in his biography + on page 143. Our Non-Executive Directors have responsibility for: Non-Executive Directors • providing effective oversight, strategic guidance and constructive challenge, helping to develop proposals on strategy and then empowering the Executive Directors to implement the Group’s strategy while scrutinising and holding to account the performance of management and Executive Directors against agreed performance objectives • having a prime role, led by the Board Nominations Committee, in appointing and, where necessary, removing Executive Directors, and in succession planning for these roles. You can read more about the skills and experience each of our Non-Executive Directors bring + to the Board in their biographies on pages 144 to 146. You can find a copy of our Charter of Expectations , which sets the role profiles and required competencies for each of the roles + described above, at home.barclays/who-we-are/our governance/board-responsibilities.
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