Committee reviews
The Board has mandated 10 committees, comprising suitably skilled directors, to oversee and govern their respective areas. Committee chairmen give written (and then verbal) feedback to the Board at Board meetings. In addition, the Group Chairman reports back on the activities of WIMI, as dealt with at the board of Absa Financial Services Limited.
The mandates, membership and the tenure of committee members, as well as the key activities of each committee during 2017 follow here. Each committee considered its gaps relative to King IV and amended its terms of reference and activities in response. This is not specifically mentioned in the write-ups below.

Members | Period served | Attendees |
Wendy Lucas-Bull (Chairman) Colin Beggs Mohamed Husain Paul O’Flaherty René van Wyk (from April 2017) Trevor Munday |
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Maria Ramos Jason Quinn |
Mandate The Committee is mandated to assist the Board in establishing and maintaining an appropriate system of corporate governance for the Group. This includes board and committee composition for all entities, induction of new Board members, director training and skills development, Board and committee effectiveness evaluations, and reviewing and proposing governing policies, and matters of regulatory and reputational risk. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference and relevant legislation and regulation. The Committee’s themes for 2018 include regulatory relationships; overseeing the Separation from a governance point of view; Board composition and transformation; and enhancing the Board’s engagement with major subsidiaries by implementing the Group-wide governance framework. |
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Members | Period served | Mandatory invitees |
Colin Beggs (Chairman) Alex Darko Daisy Naidoo Mohamed Husain Paul O’Flaherty René van Wyk (from February 2017) Tasneem Abdool-Samad |
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Wendy Lucas-Bull Maria Ramos Jason Quinn Attendees |
Mandate The Committee is accountable for accounting policies and the annual financial statements and reports; oversees the quality and integrity of the Group’s integrated reporting; is the primary forum for engagement with internal and external audit; and monitors the Group’s control and compliance environment. |
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Covered, among others:
The Committee is satisfied (i) that it has complied with its terms of reference, and (ii) with the overall control environment, including those aspects supporting the financial statements for 2017, as confirmed by Internal Audit and our external auditors. In 2018, the Committee will continue to monitor further improvements in the control environment, as well as identified areas, such as cybercrime, financial crime, and fraud; and the effects of new accounting standards. |
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Members | Period served | Attendees |
Trevor Munday (Chairman until end |
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Chief Internal Auditor Chief Risk Officer Head of Compliance Group Treasurer External auditors |
Mandate The Committee assists the Board with matters relating to risk, capital and liquidity management within the Group. It receives assurance that processes are in place to comply with laws and regulations pertaining to risk, capital and liquidity management in the relevant jurisdictions. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference, and remains comfortable with the levels of risk, capital and liquidity in respect of the regulated entities. In October 2017, the Committee participated in the liquidity stress simulation externally facilitated, and observed by the South African Reserve Bank. In 2018, the Committee will continue monitoring the Group’s nine principal risks, having regard to changing economic and operational conditions and the execution of our Separation, as well as the current and projected levels of capital, funding and liquidity of all regulated entities. |
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Members | Period served | Attendees |
Paul O’Flaherty (Chairman) |
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Maria Ramos |
Mandate
For the last three years, the Committee has focused on:
With the advent of King IV, the focus of the RemCo has been:
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Covered, among others:
The Committee is satisfied with the status of remuneration and incentives in the Group, within the current regulatory environment in which the Group operates, provided that more work will be done towards equitable pay across the organisation. It spent considerable time developing appropriate financial and non-financial performance conditions linked to the Long-Term Incentive Plan, in order to align to the interests of our shareholders, while remaining market competitive in this area. We are and will continue to align to King IV (i) in considering fair and responsible pay, and the best way to measure and report this; and (ii) in developing and publishing an updated remuneration policy for our shareholders to consider. Going forward, time will be spent reviewing and approving the reward component of the new corporate strategy launched in 2018 and, in particular, ensuring reward is aligned to local market conditions post regulatory deconsolidation from Barclays PLC. |
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Members | Period served | Attendees |
Mohamed Husain (Chairman) |
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David Hodnett |
Mandate
The Committee monitors key organisational health indicators, including ethics management; talent retention and acquisition; labour turnover; wellness; learning and development reach and spend; employee relations; diversity and inclusion; conduct and reputation risks; and the Group’s activities having regard to any relevant legislation and codes of best practice on matters relating to:
The Committee oversees and evaluates management’s performance against the Balanced Scorecard on all non-financial matters. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference. The Committee will continue focusing on stakeholder management, good corporate citizenship, customer relationships, conduct and reputation risk, ethics management, labour and employment matters, diversity and inclusion, and broad-based black economic empowerment. |
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Members | Period served | Attendees |
Alex Darko (Chairman) (from May 2017) |
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Chief Information Officer |
Mandate The Committee assists the Board with effective oversight and governance of technology and information for Barclays Africa. King IV distinguishes between governance oversight of (i) the organisation’s information assets, and (ii) the technology infrastructure used to generate, process and store that information. The Committee’s mandate has been updated accordingly. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference. The Committee will continue its focus on the Barclays Africa infrastructure, system availability and stability, technology risk, converged security, people risk within technology, data centre migration, cloud migration, digital transformation and innovation, and technology separation in 2018. |
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Members | Period served | Attendees |
Yolanda Cuba (Chairman) |
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Maria Ramos Jason Quinn |
Mandate The Committee considers, and recommends to the Board the medium-term plan developed in terms of the Group strategy. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference, and will continue executing its mandate and challenging management on the setting of budgets relative to the Group’s new strategy as well as approving investments and disposals. |
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Members | Period served | Other quorum members |
Trevor Munday (Chairman until end |
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Chief Credit Officer |
Mandate The Committee’s main mandate is to consider and approve all large exposures including single-name exposures, key country risk limits, mandate and scale limits, and maximum exposure guideline levels with reference to the risk appetite of the Group as approved by the Board from time to time. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference and relevant legislation and regulation, and in particular to large exposures. The Committee’s coverage was expanded to include the retail sector in the year under review. The Committee will continue to undertake industry and product-specific reviews, having regard to prevailing economic conditions and assessing the risk profile of the Group’s large exposures and concentrations in the context of risk appetite. |
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Members | Period served | Attendees |
Jason Quinn (Chairman) |
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Peter Matlare |
Mandate The Committee is the designated committee responsible for approving Barclays Africa’s material risk models on inception and annually thereafter, in accordance with guidelines set out in the relevant policy and by the South African Reserve Bank and other applicable regulatory requirements. |
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Covered, among others:
The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference. The Committee will continue monitoring compliance with regulatory standards set by the South African Reserve Bank and other regulators in 2018. |
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Members | Period served | Attendees |
Wendy Lucas-Bull (Chairman) |
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Separation Project Director |
Following Barclays Africa’s announcements on 31 May and 1 June 2017 (terms of Separation signed, and Barclays PLC’s sell-down of its interest in Barclays Africa from 50.1% to 23.4%) the Committee (established as an ad hoc committee in March 2016) amended its terms of reference (and its name) to reflect its revised mandate to provide oversight of the execution of the Separation. Specific decisions in relation to the Separation activities rest with the relevant Board committees, in accordance with their respective mandates. This Committee will remain in place until the completion of the Separation (approximately three years). | ||
Covered, among others:
The Committee noted the risk management that is being applied throughout the Separation programme with appropriate risk assessments, including through independent assurance and internal audit. The Committee is satisfied that it has fulfilled its responsibilities, in accordance with its terms of reference, and will continue acting on its mandate and provide robust challenge to management through the Separation programme. |
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