Barclays 2009 Annual Report Download - page 150

148 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Directors’ report
continued
Retirement and Re-election of Directors
In accordance with its Articles of Association, one-third (rounded down) of
the Directors of Barclays PLC are required to retire by rotation at each Annual
General Meeting (AGM), together with Directors appointed by the Board
since the last AGM. The retiring Directors are eligible to stand for re-election.
In addition, the UK Combined Code on Corporate Governance (the Code),
recommends that every Director should seek re-election by shareholders
at least every three years.
All members of the Board exceptionally offered themselves for re-
election at the Barclays Annual General Meeting held in April 2009. Going
forward, the Group Chairman, Deputy Chairman and Chairmen of each
principal Board Committee will stand for re-election on an annual basis.
One-third of the remaining Directors (excluding Directors appointed since
the last AGM) will retire by rotation annually. The Directors offering
themselves for re-election in such a manner at the 2010 AGM are Marcus
Agius, David Booth, Sir Richard Broadbent and Sir Michael Rake. The
Directors retiring by rotation at the 2010 AGM and offering themselves for
re-election are Sir Andrew Likierman and Chris Lucas. In addition, Reuben
Jeffery, who was appointed as a Director since the last AGM, will be offering
himself for re-election at the 2010 AGM.
Directors’ Interests
Directors’ interests in the shares of the Group on 31st December 2009 are
shown on page 178.
Directors’ Emoluments
Information on emoluments of Directors of Barclays PLC, in accordance
with the Companies Act 2006 and the Listing Rules of the United Kingdom
Listing Authority, is given in the Remuneration report on pages 170 to186
and in Note 42 to the accounts.
Directors’ Indemnities
The Board believes that it is in the best interests of the Group to attract and
retain the services of the most able and experienced Directors by offering
competitive terms of engagement, including the granting of indemnities on
terms consistent with the applicable statutory provisions. Qualifying third
party indemnity provisions (as defined by section 234 of the Companies Act
2006) were accordingly in force during the course of the financial year ended
31st December 2009 for the benefit of the then Directors and, at the date
of this report, are in force for the benefit of the Directors in relation to certain
losses and liabilities which they may incur (or have incurred) in connection
with their duties, powers or office.
Activities and likely Future Developments
The Group is a major global financial services provider engaged in retail
banking, credit cards, corporate and investment banking and wealth
management. The Group operates through branches, offices and
subsidiaries in the UK and overseas. An indication of likely future
developments is set out in the Group Chief Executive’s Review on
pages14to19.
Community Involvement
Barclays has an extensive community programme covering many countries
around the world. The Group provides funding and support to over 7,000
charities and voluntary organisations, ranging from small, local charities, like
Passage (UK), to international organisations like Unicef. We also have a very
successful employee programme which in 2009 saw more than 58,000
employees and pensioners worldwide taking part in Barclays-supported
volunteering, giving and fundraising activities. Further information on
Notes
aThe percentages of voting rights detailed above have been calculated without including
the new shares to be issued when the warrants are exercised. This results in the percentage
figures being artificially high.
bThe number of Barclays shares includes 8,003,236 contracts for difference to which voting
rights are attached.
cThe number of Barclays shares includes 192,860,970 Total Return Swap shares to which
voting rights are attached.
Warrants
On 31st October 2008, Barclays PLC issued, in conjunction with a
simultaneous issue of Reserve Capital Instruments issued by Barclays Bank
PLC, warrants to subscribe for up to 1,516.9 million new ordinary shares at a
price of £1.97775 to Qatar Holding LLC and HH Sheikh Mansour Bin Zayed
Al Nahyan. The warrants may be exercised at any time up to close of
business on 31st October 2013.
If there is a change of control of Barclays PLC following a takeover bid,
Barclays PLC must (so far as legally possible) use all reasonable endeavours
to cause the corporation which then controls Barclays PLC to execute a
deed poll providing that the holders of the warrants shall have the right
(during the period in which the warrants are exercisable) to exercise the
warrants into the class and amount of shares and other securities and
property receivable upon such a takeover by the holders of the number
of ordinary shares as would have been issued on exercise of the warrants
had such warrants been exercised immediately prior to the completion
of such takeover.
The warrants contain provisions for the adjustment of the gross
number of ordinary shares in the event of the occurrence of certain dilutive
events including, amongst others, extraordinary dividends, bonus issues,
alterations to the nominal value of ordinary shares and rights issues.
As at 5th March 2010, a total of 1,006.1 million ordinary shares have
been issued on exercise of warrants to subscribe for ordinary shares.
Substantial Shareholdings
Substantial shareholders do not have different voting rights from those of
other shareholders. As at 5th March 2010, the Company had been notified
under Rule 5 of the Disclosure and Transparency Rules of the FSA of the
following holdings of voting rights in its shares:
% of total % of total
voting rights voting rights
Number of attaching attaching
Barclays to issued Number of to issued
Holder Shares share capital warrants share capitala
BlackRock, Inc.b805,969,166 7.06 – –
Qatar Holding LLC 813,964,552 6.76 379,218,809 3.15
Nexus Capital
Investing Ltd 626,835,443 5.49 131,602,175 1.15
Legal & General
Group Plc 483,625,057 4.01 – –
Appleby Trust
(Jersey) Limitedc353,373,992 3.10 – –
Board Membership
The membership of the Boards of Directors of Barclays PLC and Barclays
Bank PLC is identical and biographical details of the Board members are set
out on pages 10 and 11. Simon Fraser and Reuben Jeffery were appointed as
non-executive Directors with effect from 10th March 2009 and 16th July
2009 respectively. The following Directors left the Board during 2009:
– Professor Dame Sandra Dawson on 23rd April 2009.
– Sir Nigel Rudd on 23rd April 2009.
– Patience Wheatcroft on 16th June 2009.
– Stephen Russell on 31st October 2009.
– Frits Seegers on 3rd November 2009.