Barclays 2009 Annual Report Download - page 171

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 169
Private shareholders
Communication with our private shareholders has also been important
during 2009. Personalised information was sent to shareholders for the
AGM in April and the General Meeting in August, which included the Notice
of Meeting, proxy form, Circular and a question and answer booklet about
the proposed sale of BGI. Further documents were available on the Group’s
website and sent to shareholders on request.
We recommenced paying a dividend in December 2009 and will pay
the final dividend for 2009 in March 2010.
The change in law that allows us to communicate electronically with
shareholders has enabled us to use less paper, which benefits the environment
and lowers distribution costs for the Group. All shareholder documents are
available electronically as soon as they are published but shareholders can
still receive communications in paper format if they wish. This year we will
post the Notice of Meeting and proxy forms to all shareholders.
We encourage shareholders to hold their shares in Barclays Sharestore,
where shares are held electronically in a cost-effective and secure
environment. Shareholders can use our e-view service to receive their
shareholder documents electronically and they can also use this service to
get immediate access to information relating to their personal shareholding
and dividend history. E-view participants can also change their details and
dividend mandates online and receive dividend tax vouchers electronically.
Annual General Meeting/General Meeting
The 2009 AGM was held on 23rd April 2009 at the Queen Elizabeth II
Conference Centre in London. In accordance with best practice, all resolutions
were considered on a poll and the results were made available on our website
the same day. 53.1% of the shares in issue were voted and all resolutions
were approved. All Directors are encouraged to attend the AGM and are
available to answer shareholder questions. All Directors attended the 2009
AGM, with the exception of Simon Fraser, who was appointed to the Board
on 10th March 2009 and had a prior commitment on the day of the AGM.
A general meeting (GM) was held on 6th August 2009, at the Brewery,
London, where shareholders were asked to approve a resolution in connection
with the proposed sale of the BGI business and ancillary arrangements.
61.6% of the shares in issue were voted on a poll and the resolution was
approved. The results of the poll were made available on our website on the
same day. The Group Chairman, all of the Executive Directors and two non-
executive Directors, including the Deputy Chairman, attended the GM.
The 2010 AGM will be held on Friday 30th April 2010 at the Royal
Festival Hall in London. The Notice of Meeting is enclosed with this Annual
Report as a separate document. The resolutions will be considered on a poll
and the results will be available on our website on 30th April 2010.
Statement on US Corporate Governance Standards
The statement required by NYSE is set out below.
Director independence
NYSE Rules require the majority of the Board to be independent. The
Code requires at least half of the Board (excluding the Chairman) to be
independent. The NYSE Rules contain detailed tests for determining
whether a Director is independent, whereas the Code requires the Board
to determine whether each Director is independent in character and
judgement and sets out criteria that may be relevant to that determination.
We follow the Code’s recommendations as well as developing best practices
among other UK public companies. The independence of our non-executive
Directors is reviewed by the Board on an annual basis and it takes into
account the guidance in the Code and the criteria we have established for
determining independence, which are described on page 156.
Board Committees
We have a Board Corporate Governance and Nominations Committee and
aBoard HR and Remuneration (rather than Compensation) Committee,
both of which are broadly similar in purpose and constitution to the
Committees required by the NYSE Rules and whose terms of reference
comply with the Code’s requirements. As the Group Chairman was
independent on appointment, the Code permits him to chair the Board
Corporate Governance and Nominations Committee and be a member
of the Board HR and Remuneration Committee. Except for these
appointments, both Committees are composed solely of non-executive
Directors, whom the Board has determined to be independent. We follow
the Code recommendation that a majority of the Nominations Committee
should be independent non-executive Directors, whereas the NYSE Rules
state that the Committee must be composed entirely of independent
Directors. We comply with the NYSE Rules regarding the obligation to have
a Board Audit Committee that meets the requirements of Rule 10A-3 of
the US Securities Exchange Act, including the requirements relating to the
independence of Committee members. In April 2009, we made an Annual
Written Affirmation of our compliance with these requirements to the NYSE.
The Code also requires us to have a Board Audit Committee comprised
solely of independent non-executive Directors. However, we follow the
Code recommendations, rather than the NYSE Rules regarding the
responsibilities of the Board Audit Committee, although both are broadly
comparable. We also have a Board Risk Committee, comprised of
independent non-executive Directors, which considers and discusses
policies with respect to risk assessment and risk management.
Corporate Governance Guidelines
The NYSE Rules require domestic US companies to adopt and disclose
corporate governance guidelines. There is no equivalent recommendation in
the Code but the Board Corporate Governance and Nominations Committee
has developed corporate governance guidelines, ‘Corporate Governance in
Barclays’, which have been approved and adopted by the Board.
Code of Ethics
The NYSE Rules require that domestic US companies adopt and disclose a
code of business conduct and ethics for Directors, officers and employees.
Rather than a single consolidated code as envisaged in the NYSE Rules, we
have a number of ‘values based’ business conduct and ethics policies, which
apply to all employees. In addition, we have adopted a Code of Ethics for the
Chief Executive and senior financial officers as required by the US Securities
and Exchange Commission.
Shareholder approval of equity-compensation plans
The NYSE listing standards require that shareholders must be given the
opportunity to vote on all equity-compensation plans and material revisions
to those plans. We comply with UK requirements, which are similar to the
NYSE standards. However, the Board does not explicitly take into consideration
the NYSE’s detailed definition of what are considered ‘material revisions’.