6 The resignations
Barclays' initial reaction to
the Final Notice
160. The FSA Final Notice was published on 27 June
2012. That same day, Barclays put out a statement, Barclays
Bank PLC Settlement with Authorities. The statement noted
that the settlement was "part of an industry-wide investigation
into the setting of interbank offered rates across a range of
currencies" and that the bank had "received credit from
the Authorities for its extensive co-operation, as well the actions
it has taken to enhance its systems and controls in response to
the identification of the past issues giving rise to these resolutions".
The statement contained quotes from Mr Diamond and Marcus Agius.
Mr Diamond said:
The events which gave rise to today's resolutions
relate to past actions which fell well short of the standards
to which Barclays aspires in the conduct of its business. When
we identified those issues, we took prompt action to fix them
and co-operated extensively and proactively with the Authorities.
Nothing is more important to me than having a strong culture at
Barclays; I am sorry that some people acted in a manner not consistent
with our culture and values.
The Board takes the issues underlying today's
announcement extremely seriously and views them with the utmost
regret. Since these issues were identified, the Authorities acknowledge
that Barclays management has co-operated fully with their investigations
and taken, and continues to take, prompt and decisive action to
correct them.
161. In the statement, Mr Diamond announced that
"to reflect our collective responsibility as leaders, Chris
Lucas, Jerry del Missier, Rich Ricci and I have voluntarily agreed
with the Board to forgo any consideration for an annual bonus
this year."[246]
This gesture was welcomed by Mr Agius, who stated that "the
Board welcomes the example set by Bob Diamond, Chris Lucas, Jerry
del Missier and Rich Ricci in recognising their collective responsibility
as leaders of Barclays."[247]
162. The decision by just four Barclays executives
to "forgo any consideration for an annual bonus this year"
was widely seen as an insufficient response by Barclays given
the scale and gravity of the misdemeanours. In the days that followed
the publication of the Final Notice there was much commentary
in the media that the waiving of bonuses was not enough. For example,
the Guardian wrote that "The outside world will want to know
why no director of Barclays has offered his resignation - a voluntary
waiving of boardroom bonuses is woefully inadequate [248]
Barclays itself came to realise that it had misread the public
mood.
Resignation of Mr Agius
163. On 2 July 2012 Barclays announced Marcus Agius'
intention to resign as Chairman of Barclays, a post that he had
held since 1 September 2007.[249]
The resignation statement published by Barclays stated that:
Barclays today announces the resignation of its
Chairman, Marcus Agius. The search for a successor both from within
the existing Board members and from outside will be led by Sir
John Sunderland and will commence today. Mr Agius will remain
in post until an orderly succession is assured and Sir Michael
Rake has been appointed Deputy Chairman.
The statement also outlined Mr Agius' own reasons
for resignation:
last week's events—evidencing as they do
unacceptable standards of behaviour within the bank—have
dealt a devastating blow to Barclays reputation. As Chairman,
I am the ultimate guardian of the bank's reputation. Accordingly,
the buck stops with me and I must acknowledge responsibility by
standing aside.[250]
Mr Agius stood down at the same time as Chairman
of the British Bankers Association.
164. On the same day as Mr Agius' resignation, Mr
Diamond wrote a letter to all Barclays staff. In the letter he
announced that the Barclays board had "agreed to launch an
audit of our business practices" to be "led by an independent
third party reporting to Sir Michael Rake and a panel of Non-Executive
Directors". The audit was to have three objectives:
· To undertake a root and branch review
of all of the past practices that have been revealed as flawed
since the credit crisis started and identify implications for
our business practices and culture going forward;
· To publish a public report of its findings,
and
· To produce a new, mandatory code of conduct
that will be applied across Barclays.
The letter went on to say that "we will use
the output of that review to adjust our HR processes so that the
standards that emerge play a material role in hiring and induction;
assessment and development; and reward. That will start with Executive
Management." Mr Diamond ended his letter by stating that
"I am committed to ensuring that the recommendations from
this review are implemented in full".[251]
165. However, on the following day, 3 July 2012,
Barclays announced Mr Diamond's resignation as well as the fact
that Marcus Agius was not resigning at once after all and would
instead "become full-time Chairman" and "lead the
search for a new Chief Executive" before leaving Barclays.
Mr Agius would also "chair the Barclays Executive Committee
pending the appointment of a new Chief Executive" and would
"be supported in discharging these responsibilities by Sir
Michael Rake, Deputy Chairman". The reason given for this
decision in Mr Diamond's resignation statement was as follows:
I joined Barclays 16 years ago because I saw
an opportunity to build a business out of almost nothing. Since
then, I have had the privilege of working with some of the most
talented, client-focused and diligent people that I have ever
come across. We built world class businesses together and added
our own distinctive chapter to the long and proud history of Barclays.
My motivation has always been to do what I believed
to be in the best interests of Barclays. No decision over that
period was as hard as the one that I make now to stand down as
Chief Executive. The external pressure has reached a level that
risks damaging the franchise. I cannot let that happen.[252]
Mr Jerry del Missier, Chief Operating Officer, resigned
at the same time as Mr Diamond.[253]
166. We questioned both Mr Diamond and Mr Agius on
the course of events which had led first Mr Agius and then Mr
Diamond to resign. Marcus Agius told us that when the board met
to discuss the FSA Final Notice, it "differentiated between
culpability and responsibility".[254]
He explained that what the board had taken "more than comfort
from":
was the fact that the FSA did not find against—if
that is the right expression; forgive me if I am using loose language—Bob
Diamond or any of the other senior management of the business
in terms of culpability.
However, Mr Agius added that:
you cannot see a settlement like that without
recognising that responsibility is required, and the solution
we devised was that the four senior executive officers who were
on the deck when these matters occurred should recognise their
responsibility by forgoing their bonuses.[255]
Mr Agius went on to tell us that the board "hoped"
that the measures they were taking "would be deemed to be
proportionate in the circumstances". He concluded that "evidently
we were wrong, because the public outcry afterwards was extraordinarily
great".[256]
167. Mr Agius told us that the board met again on
Friday 29 June to "take stock" of where they were. Mr
Agius went on to say that it was clear to the board "that
the public clamour had been extraordinarily great", that
the "reputational damage" was far greater than the board
"had anticipated", and that "there was a requirement
for some further action from the bank":
that is why I felt, as the ultimate person responsible
for the reputation of the bank, that I should resign. I made that
decision personally on Saturday night and I conveyed it to the
board on Sunday; it was announced on Monday morning.[257]
When pressed as to why he rather than Mr Diamond
had initially resigned, Mr Agius explained that the board had
taken "stock of how the news had been received, not just
in the political world and not just in the media world, but amongst
our customers, amongst our employers and amongst our shareholders".
The message he told us that the board "received in strong
terms from the market":
the one outcome that the shareholders did not
want to see was the removal of Bob Diamond. That was the outcome
they did not want to see, as they believed in him as a very effective
Chief Executive.[258]
168. We asked how the board had gauged the views
of shareholders and come to the conclusion that there was strong
support for Mr Diamond. Mr Agius told us that this view "was
fed back to us through our stockbroker on Friday".[259]
He ended by telling us that "if we do not listen to the views
of our shareholders, then we are not doing our job as a board".[260]
When challenged as to whether the corporate stockbroker had canvassed
the views of shareholders, Mr Agius merely told us that they "were
expressing an informed view". He explained that their opinion
was important because "The job of a corporate stockbroker
is to be close enough, both to the company and to its principal
shareholders, that they understand how the shareholders view the
company at any point in time".[261]
The resignation of Mr Diamond
169. We asked Mr Agius why, in that case, Mr Diamond
subsequently resigned. He told us that it was "because it
became clear that he had lost the support of his regulators".[262]
When asked why Mr Diamond rather than Mr Agius had not initially
resigned, Mr Agius replied that:
At that point, the alternative of seeking the
resignation of Bob Diamond was something that our shareholders
did not want to see, and we believed at that time that Bob Diamond
continued to have the support of his regulators.[263]
170. Mr Diamond confirmed to us that the lack of
regulator support was one of the key reasons behind his subsequent
decision to resign. He told us that:
Let me explain why I changed my mind ... It was
not over the weekend because we worked over the weekend on a communication
to our colleagues internally. We did that knowing we had the support
of the board and the support of our shareholders, with whom we
had been working from the announcement toward the end of the week,
of our colleagues, clients, customers and regulators. It was clear
to me on Monday that that support wasn't as strong, and that I
needed to take this step in this bridge. The support from the
regulators was not as strong as it had been and I needed to take
this step.
171. We examined how Mr Diamond had come to the conclusion
that he had lost the support of the regulators. [264]
Mr Diamond replied "I don't know", when asked whether
Mr Agius had spoken to the regulators on this subject.[265]
When asked whether Marcus Agius had discussed regulator support
with him, Mr Diamond told us "that is probably a question
for Marcus". Our further attempts to elicit a clear answer
were unsuccessful:
Chair: I am asking you to tell
me what he would have told you in that conversation. You would
have had a conversation with your chairman about this, and about
the sustainability of your continued role as chief executive.
Bob Diamond: I would say broadly
speaking it was just as I said. With the focus of intensity on
my leadership, it was better for me to step down.
Chair: Why are you so reluctant
to tell us what may have transpired with those regulators over
the weekend? We are going to have them before us.
Bob Diamond: I am trying to think
if I had any conversations with regulators over the weekend.
Chair: You didn't but Marcus Agius
did, didn't he?
Bob Diamond: Chairman, I think
it is as simple as this. If Marcus had conversations with regulators,
that is a conversation for him to have with you. I did not discuss
that with him; I just discussed my reasons.[266]
172. Mr Agius subsequently confirmed to us that he
had indeed spoken to the Governor of the Bank of England about
Mr Diamond's position, albeit on Monday 2 July and not during
the weekend of 30 June.[267]
The conversation between the two men took place because, on the
morning of Monday July 2—the day on which Mr Agius' own
resignation was announced—Mr Agius received a notification
that the Governor wished to see him and Sir Mike Rake, the senior
independent director at Barclays, that evening at six o' clock.[268]
Mr Agius outlined the ensuing discussion between the three men:
it was made very plain to us that Bob Diamond
no longer enjoyed the support of his regulators. The Governor
was very careful to say that he had no power to direct us, but
he felt that this was sufficiently important, as indeed it was,
for us to be told in absolute terms what the situation was.
Mr Agius said the Governor's statement came as "a
shock". This he explained was "because only two working
days beforehand we had released the announcement following the
settlement with the three agencies, one of whom was the FSA, where
the FSA had said nothing about the suitability or the unsuitability
of Bob Diamond as Chief Executive, or indeed any of the other
senior executives". He expressed puzzlement that:
we went from Wednesday, when Bob Diamond had
the support of the regulators, to Monday night, when we were told
in no uncertain terms that he did not have support of the regulators.[269]
We asked Mr Agius what he thought had changed between
the Wednesday and Sunday. He replied that "clearly the public
outcry had been far greater than we had thought" and that
his own resignation:
which I had sought to offer in order to alleviate
some of the pressure, was inadequate and, clearly, the regulators
decided more was necessary.[270]
173. Mr Agius told us that he then had a further
"conversation" with the non-executive directors of the
Barclays board. At this stage, Mr Agius told us, the non-executive
members of the board "concluded that we had no choice but
to call for his [Mr Diamond's] resignation".[271]
174. Strangely, Mr Agius failed to disclose to us
that he had in fact spoken to Lord Turner on the afternoon of
Friday 29 June about Mr Diamond's future as Barclays Chief Executive.
This only came to light subsequently, when Lord Turner confirmed
to us that such a conversation had indeed taken place.[272]
Lord Turner told us that the discussion he had with Mr Agius "was
about the position of Bob Diamond" before outlining the exact
message he conveyed to Mr Agius. He told Mr Agius—"Let
me be clear. We have not found anything against Bob Diamond, so
we are not in a position to give, and we are not giving, any instruction
or direction that we do not consider him fit and proper or appropriate
to do this job". Lord Turner then went on to warn Mr Agius
that he:
had to think very seriously about the scale of
change that Barclays had to make, in a substantive sense but also,
as had then developed, regarding the need for them to have a leadership
that could convince the external world that they had changed culturally
and had addressed these issues. I said, "You have got to
think about whether that is possible with Bob Diamond or whether
it is simply impossible".[273]
Lord Turner reiterated that "it was absolutely
clear we were talking about the role of Bob Diamond".[274]
Indeed Lord Turner appeared so confident that Mr Diamond would
resign following the discussion with Marcus Agius that he rang
his colleague Andrew Bailey after the discussion with Mr Agius
and told him "Look, I would be quite surprised if the net
effect is not that Bob Diamond resigns".[275]
When asked whether there was "any scope at all for a reasonable
man to misunderstand what you were saying", Lord Turner replied
"no". He added "that we were talking about Bob
Diamond was absolutely clear":
I can remember one thing I said, which stuck
in my mind. I said, "One thing you'll have to think about
is whether Bob as a brand is just holed below the water."
I don't know whether I used the phrase "holed below the water",
but I basically said "whether Bob the brand is now something
which isn't going to work." [276]
175. Lord Turner told us that he was therefore "surprised"
when he subsequently learnt (on the following Monday) that it
was Mr Agius, and not Mr Diamond, who had resigned.[277]
When asked about his reaction on hearing that Mr Agius and not
Mr Diamond had resigned, Lord Turner said:
I think that was an honourable thing to do. I
think Mr Agius thought it was the right thing to do. It was not
what I was expecting him to do, and I have to be blunt: I did
not think it was the most sensible decision in the circumstances.
But we were not informed beforehand of his intention to do that.[278]
176. We asked Lord Turner and the Governor of the
Bank of England why the Governor then became directly involved.
He met with Marcus Agius and Sir Mike Rake on Monday 2 2012. Lord
Turner told us that he and the Governor spoke on Monday 2 July
and that the Governor "was of the opinion that he should
also have a meeting with Mr Agius" and reiterate the message
Lord Turner had delivered to Marcus Agius on the previous Friday.
Lord Turner stressed that it was "completely appropriate"
for the Governor to meet with Marcus Agius and Sir Mike Rake:
I do not see a problem with the Governor of the
Bank of England choosing to see the chairman and chief executive,
if they want, or the chairman in this case, in order to express
a point of view—a point of view which we had discussed in
the course of the afternoon and were fully agreed on.
I think this should fall between the FSA and
the Bank of England. And a thing I would stress is that the fact
that the FSA became the regulator in 1997 did not change the legitimate
role of the Governor of the Bank of England in having a point
of view on the confidence of the Bank—the Bank of England—in
the leadership of the major banks, given, crucially that the Bank
of England has to decide whether it is willing to provide liquidity
support for banks. That should be something where a measure of
confidence is required.[279]
177. The Governor defended the decision for him to
meet Marcus Agius and Sir Mike Rake. He told us that Lord Turner
and Andrew Bailey had both shared with him "for many months
their concerns about Barclays" (discussed in detail in section
5 of this Report). Indeed, we learnt from Lord Turner that he
had sent a copy of the letter written to Marcus Agius after their
bilateral meeting in April 2012, which expressed the regulator's
deep concern at developments in Barclays, to the Governor.[280]
178. The Governor explained that "the point
of my meeting with them was to say, "Look you really need
to understand the depths of the concerns that the regulators have
about the executive management. I want you to go away and reflect
on that". He told us that "all of us involved":
had built up a genuine concern that it is possible
to sail close to the wind once; you can sail close to the wind
twice—maybe even three times—but when it gets to four
or five times and becomes a regular pattern of behaviour, you
have to ask questions about the navigational skills of the captain
on the bridge".[281]
However, he added that Mr Agius' resignation signalled
to him that "the board as a whole had not fully understood
the nature of the concerns" and as a result "I thought
it would be helpful to play a role in making sure that it did
understand".[282]
The Governor told us that the Barclays board—even in his
2 July 2012 meeting with Marcus Agius and Sir Mike—"was
deeply reluctant to face up to [the regulators] concerns".
He believed the Barclays board still thought "it might be
able to tough it out", before adding:
It was not convinced that the regulators had
lost confidence. I put it to it very clearly and the senior independent
director said to me, "Until today, we had not, and I, as
senior independent director, had not been fully aware of the loss
of confidence of the regulators in the executive management."[283]
The Governor told us that he did not deliver an ultimatum,
but rather:
The question was left absolutely with them. I
made it very clear and finished the meeting by saying, "I
would like you to make clear to the board that the regulators
have expressed these concerns. The board as a whole needs to know
that they are very concerned and have lost confidence in the executive
management." I did not know what the outcome of that meeting
would be. It was left to them to discuss it with their board.[284]
179. When challenged whether it was appropriate for
him to play this role, given that the Bank of England currently
lacks statutory responsibility in this area, the Governor replied:
What has changed is that in the past 18 months,
the regulatory part of FSA has worked very closely with me and
others in the Bank to move towards a new regulatory framework
so that we are already involved. Prior to 2010, I would not have
felt able to carry out this conversation, because I would have
known nothing about the letter that Lord Turner sent, the conversation
that Andrew Bailey had, or, indeed, their concerns that had been
building up, and I would have had no basis of information on which
to carry out that conversation.[285]
180. We went on to examine how the initial FSA decision
to tell Barclays that Mr Diamond had lost the support of the regulatory
authorities was arrived at. Lord Turner told us that "it
was entirely based on conversations between myself and Andrew
Bailey" and that it was not the result of a meeting of a
sub-committee of the FSA board.[286]
Lord Turner attempted, once again, to differentiate between the
use of a formal power of direction and delivering a message. He
acknowledged that in the case of the former "it would have
been essential to have a formal process set down, with an executive
committee", but denied this was necessary in the latter instance.
The Governor of the Bank of England was also asked whom he had
consulted at the Bank or what processes were in place. The Governor
rejected the assertion that he should have consulted with the
Chairman of the Court and said he "could not discuss it with
my two deputy governors, as I would usually do". This was
because, as the Governor explained, "it would have compromised
Mr Tucker because of the nature of the allegations that had been
made".[287] Instead
the Governor told us that he spoke to the Bank's chief legal advisor
"to find out very carefully what I could and could not say"
as well as Lord Turner and Mr Andrew Bailey.[288]
181. We asked Lord Turner whether it was appropriate
for the regulatory authorities to use their informal influence
effectively to dismiss CEOs. His initial response was to say that
"part of the appropriate challenge to that is precisely what
is going on here. It is the role of your Committee. If that occurs,
you have an absolute right to ask searching questions about it".[289]
However, Lord Turner did then go on to acknowledge that the manner
in which Mr Diamond had eventually resigned did raise important
governance and accountability questions:
Chair: ... I'm talking about what
the consequences of this case will be for the future and for precedent.
You are agreeing with me that this is something that needs to
be thought through and addressed?
Lord Turner: Yes, I think I can
agree with you that this does raise some issues about the future
governance of these sorts of situation. It is of the nature of
this that when you end up in these sorts of situation and you
haven't written down a clear governance process in the past, you
make sensible judgments about what you think is appropriate in
the circumstances.[290]
The role of shareholders
182. As discussed previously, a major factor in the
reluctance of the Barclays board to remove Mr Diamond was the
perception—conveyed by Barclays corporate stockbroker, Credit
Suisse First Boston on Friday 29 June 2012—that Mr Diamond
enjoyed strong shareholder support.[291]
Given this backdrop, we questioned Lord Turner whether it was
appropriate for the regulatory authorities to take the action
they did, when it appeared to go against the views of institutional
investors in Barclays. Lord Turner's defence was that "there
was almost certainly a change in shareholder attitude as the debates
developed over the weekend". However, he then went on to
suggest that the action taken by himself and the Governor was
actually in the interests of shareholders:
We were certainly aware that we would not want
a degree of destabilisation which was harmful to the shareholders.
Indeed, that was one of the things which the board needed to think
about. Realistically, if Bob Diamond had stayed on, and given
the extensiveness of the calls for his resignation from politicians
and press, I strongly suspect that that would have been to the
disadvantage of the shareholders as well.[292]
Non-executive directors
183. As of 27 June 2012 the Barclays board consisted
of two executive directors—Mr Diamond and Chris Lucas, Finance
Director—and ten non-executive directors. Mr Agius, the
Chairman of the board, has subsequently announced his intention
to resign once a successor is in post. Ms Alison Carnwath, Chair
of the Remuneration Committee, resigned on 25 July 2012 citing
"personal reasons".[293]
184. That leaves in post a number of long-serving
non-executive directors who would have been in post through all
or most of the period of LIBOR manipulation and who, in some instances,
held key positions on audit and risk committees through this period.
For example, David Booth joined the Barclays Board on 1st
May 2007. Fulvio Conti joined the Barclays Board on 1st
May 2006 and has been a member of the Board Audit Committee since
September 2006.. Sir Andrew Likierman joined the Barclays Board
on 1st May 2004. Sir Andrew has been a member of the
Board Audit Committee since September 2004 and a member of the
Board Risk Committee since September 2004. Sir John Sunderland
joined the Barclays Board on 1st June 2005. Sir John
has been a member of the Board Citizenship Committee since August
2011.
Conclusions on resignations
185. Barclays'
initial response to the publication of the FSA Final Notice was
to announce that four senior executives would waive their bonus
for one year. This proved to be a wholly inadequate response to
the scale and severity of the wrongdoing discovered by the regulatory
authorities. Barclays itself acknowledged that its response to
the FSA Final Notice was inadequate and, as Mr Agius told us,
"there was a requirement for some further action from the
bank".
186. Both the Governor
of the Bank of England and the Chairman of the FSA have stressed
that they did not demand Mr Diamond's resignation, but instead
pointed out the difficulties of Mr Diamond continuing in post
and left the final decision to the Barclays board. However, both
the Governor and Lord Turner must have been aware that it would
have been extremely difficult, if not impossible, for Mr Diamond
to stay in post after having lost the confidence and support of
the regulatory authorities. Therefore, Mr Diamond's resignation
as Barclays CEO was a fait accompli once both men intervened.
187. The FSA did
not intervene with respect to Mr Diamond's future as Barclays
CEO prior to, or on Wednesday 27 June 2012, when the
FSA Final Notice was published. Indeed, the FSA only appears to
have intervened on Friday 29 June, two days after the publication
of the Final Notice. This perplexed Marcus Agius who told us "we
went from Wednesday, [27 June] when Bob Diamond had the support
of the regulators, to Monday night [2 July], when we were told
in no uncertain terms that he did not have the support of the
regulators". This about-turn by the FSA appears to have been
the result of the vociferous public and media reaction in the
days following the publication of the Final Notice. If this is
indeed the case, then what many would consider the right decision
was taken for the wrong reasons.
188. Neither the
FSA or the Bank of England should intervene to remove senior bank
executives to placate public, media and Parliamentary opinion.
There will be circumstances in the future where they will need
to act, but without the force of public opinion to support them.
On other occasions the regulatory authorities will need to stand
firm and not intervene despite public and political pressure for
them to do so.
189. Lord Turner
attempted to convince Marcus Agius that the Barclays board needed
to give serious thought to whether Mr Diamond was the right person
to lead Barclays in the future. Lord Turner appeared to come away
from his discussion with Mr Agius confident that Mr Diamond would
resign. However, Mr Agius then proceeded to resign himself in
what we can only conclude was a last ditch attempt to keep Mr
Diamond in post. Therefore, either Lord Turner's message to Mr
Agius was not clear or forceful enough or Marcus Agius was deaf
to Lord Turner's message. It then took the intervention of the
Governor of the Bank of England before the Barclays board became
convinced that Mr Diamond had to go. The Governor's involvement
is difficult to justify. The Governor defends his involvement
by pointing out that the Bank of England will soon have regulatory
responsibility for the prudential supervision of banks. However,
the Bank does not, at present, have regulatory responsibility
for the banking system. Any attempt to discuss Mr Diamond's future
as Barclays CEO should have come from the FSA and not the Governor
of the Bank of England. The Governor's involvement is particularly
surprising given that he has told the Treasury Committee in the
past that he has been unable to act because the Bank did not have
responsibility for this, or that, particular area of policy. Indeed,
this is the very defence he and Mr Tucker have used when explaining
why they did not intervene in LIBOR, despite suspecting problems.
190. Whatever the
merits of the action taken by the Governor of the Bank of England
and the Chairman of the FSA—and this Committee has sympathy
with the conclusions they had drawn about the leadership of Barclays—the
action they took has exposed implicit, and potentially arbitrary,
power to force out senior figures in the financial services industry.
The return of the 'Governor's eyebrows'—which many will
welcome on this occasion—comes with the need for corporate
governance safeguards.
191. In this case,
the Governor of the Bank of England and senior FSA staff did discuss
the issue and acted in concert. There was, as a result, some minimal
check and balance. However, once the Bank of England assumes full
responsibility for financial stability and micro-prudential supervision,
even this minimal check and balance will disappear. The Governor
of the Bank of England will stand all-powerful and able, by dint
of raising his eyebrows, effectively to dismiss senior banking
executives without discussing it with, or consulting, anyone.
This is unsatisfactory. As the Treasury Committee has repeatedly
stated, a much stronger governance framework is needed. Among
other things this can ensure that the regulatory authorities are
unable to remove senior bank executives arbitrarily or without
just cause. We welcome the fact that the Chairman of the FSA agrees
with us that governance processes must be put in place to ensure
accountability and transparency for the process of removing senior
bank executives in whom the regulators have lost confidence.
192. According
to the Chairman of Barclays, Mr Diamond continued to enjoy strong
shareholder support. If this is indeed the case, then the actions
taken by the Governor and the Chairman of the FSA were in opposition
to the position of major Barclays shareholders. Although Lord
Turner asserts that support for Mr Diamond had fallen away over
the course of the weekend of 30 June 2012, there was no strong
public clamour from institutional investors for the removal of
Mr Diamond. The regulatory authorities need to possess the ability
to remove senior executives, but when they exercise this power,
they should recognise their duty of care to shareholders. This
issue should be examined by the Bank of England, the FSA and its
successor bodies.
193. The UK Corporate
Governance Code is clear that "the board should set the company's
values and standards". However, the misconduct of LIBOR and
breakdown of trust with the regulatory authorities has demonstrated
that the Barclays board has presided over a deeply flawed culture.
246 Chris Lucas is the Finance Director at Barclays
and along with Mr Diamond one of only two executives to sit on
the main board. Rich Ricci is Chief Executive of Corporate and
Investment Banking and a member of Barclays Executive Committee Back
247
Barclays Announcement, Barclays Bank PLC Settlement with Authorities,
27 June 2012 Back
248
'Can Bob Diamond hang on after Barclays Libor scandal?', the Guardian,
27 June 2012 Back
249
Mr Agius had been a member of the Barclays board since 1 September
2006 and became Chairman on 1 January 2007 Back
250
Barclays Announcement, Board Changes, 2 July 2012 Back
251
Subsequently, on the 24 July 2012, Barclays announced further
details of what it termed an "independent review of its business
practices". They said that the review would be led by Anthony
Salz. Mr Salz is currently Executive Vice Chairman of Rothschild
and the Barclays announcement stated that "his appointment
is in a personal capacity and Mr Salz will continue his role with
Rothschild". Barclays also announced that the review would
report to Deputy Chairman, Sir Michael Rake, and a sub-committee
of the Barclays Board. Back
252
Barclays PLC, Board changes, 3 July 2012 Back
253
Barclays PLC, Board changes, 3 July 2012 Back
254
Q 541 Back
255
Q 541 Back
256
Q 541 Back
257
Q 541 Back
258
Q 541 Back
259
Barclays corporate stockbroker was Credit Suisse First Boston Back
260
Q 653 Back
261
Q 714 Back
262
Q 611 Back
263
Q 612 Back
264
Qq 2-7 Back
265
Q 3 Back
266
Qq 3-7 Back
267
Q 633 Back
268
Qq 633-634. Sir Mike Rake was appointed deputy chairman upon Marcus
Agius' resignation on Monday 2nd July 2012 Back
269
Q 635 Back
270
Q 636 Back
271
Qq 637-639 Back
272
Q 1205 Back
273
Q 1205 Back
274
HC (2012-13) 535, Q 1 Back
275
HC (2012-13) 534, Q 4 Back
276
HC (2012-13) 535, Q 2 Back
277
HC (2012-13) 535, Q1 Back
278
HC (2012-13) 535, Q 6 Back
279
HC (2012-13) 535, Q 10 Back
280
Q 1074 Back
281
HC (2012-13) 535, Q 39 Back
282
HC (2012-13) 535, Q 38 Back
283
HC (2012-13) 535, Q 39 Back
284
HC (2012-13) 535, Q 36 Back
285
HC (2012-13) 535, Q 16 Back
286
HC (2012-13) 535, Q 17-19 Back
287
HC (2012-13) 535, Qq 31-34 Back
288
HC (2012-13) 535, Qq 31, 37 Back
289
Q 22 Back
290
Q 25 Back
291
Qq 653, 714 Back
292
Q 26 Back
293
Barclays Announcement, 'Barclays announces Board change', 25 Jul
2012 Back
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