Barclays 2009 Annual Report Download - page 332

330 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Shareholder information
continued
Articles of Association
The Company was incorporated in England on 20th July 1896 under the
Companies Acts 1862 to 1890 as a company limited by shares and was
reregistered in 1982 as a public limited company under the Companies Acts
1948 to 1980. The Company is registered under company number 48839.
The Company was reregistered as Barclays PLC on 1st January 1985.
The objects of the Company are set out in full in clause 4 of its
Memorandum of Association which provides, among other things, that the
Company’s objects are to carry on business as an investment and holding
company and the business of banking in all its aspects. The Memorandum
of Association is treated as forming part of the Company’s Articles of
Association as of 1st October 2009 by virtue of the Companies Act 2006.
The Company may, by Special Resolution, amend its Articles of Association.
The Company is proposing to adopt new Articles of Association at its Annual
General Meeting (AGM) in 2010, to update its Articles of Association following
implementation of the remaining provisions of the Companies Act 2006.
A summary of the proposed changes may be found in the Notice of Meeting
that accompanies this report.
The following is a summary of the current Articles of Association.
Directors
(i) The minimum number of Directors (excluding alternate Directors) is five.
There is no maximum limit. There is no age limit for Directors.
(ii) Excluding executive remuneration and any other entitlement to
remuneration for extra services (including service on board committees)
under the Articles, a Director is entitled to a fee at a rate determined
by the Board but the aggregate fees paid to all Directors shall not exceed
£1,000,000 per annum or such higher amount as may be approved
by an ordinary resolution of the Company. Each Director is entitled to
reimbursement for all travelling, hotel and other expenses properly incurred
by him/her in or about the performance of his/her duties.
(iii) No Director may act (either himself/herself or through his/her firm)
as an auditor of the Company. A Director may hold any other office of the
Company on such terms as the Board shall determine.
(iv) At each AGM of the Company, one third of the Directors (rounded
down) are required to retire from office by rotation and may offer themselves
for re-election. The Directors so retiring are those who have been longest in
office (and in the case of equality of service length are selected by lot). Other
than a retiring Director, no person shall (unless recommended by the Board)
be eligible for election unless a member notifies the Company Secretary in
advance of his/her intention to propose a person for election.
(v) The Board has the power to appoint additional Directors or to fill a casual
vacancy amongst the Directors. Any Director so appointed holds office until
the next AGM, when he/she may offer himself/herself for re-election.
He/she is not taken into account in determining the number of Directors
retiring by rotation.
(vi) The Board may appoint any Director to any executive position or
employment in the Company on such terms as they determine.
(vii) A Director may appoint either another Director or some other person
approved by the Board to act as his/her alternate with power to attend Board
meetings and generally to exercise the functions of the appointing Director
in his/her absence (other than the power to appoint an alternate).
(viii) The Board may authorise any matter in relation to which a Director has,
or can have, a direct interest that conflicts, or possibly may conflict with, the
Company’s interests. Only Directors who have no interest in the matter being
considered will be able to authorise the relevant matter and they may impose
limits or conditions when giving authorisation if they think this is appropriate.
(ix) A Director may hold positions with or be interested in other companies
and, subject to legislation applicable to the Company and the FSA’s
requirements, may contract with the Company or any other company in
which the Company is interested. A Director may not vote or count towards
the quorum on any resolution concerning any proposal in which he/she (or
any person connected with him/her) has a material interest (other than by
virtue of his/her interest in securities of the Company) or if he/she has a
duty which conflicts or may conflict with the interests of the Company,
unless the resolution relates to any proposal:
(a) to indemnify a Director or provide him/her with a guarantee or security
in respect of money lent by him/her to, or any obligation incurred by
him/her or any other person for the benefit of (or at the request of),
the Company (or any other member of the Group);
(b) to indemnify or give security or a guarantee to a third party in respect of
a debt or obligation of the Company (or any other member of the Group)
for which the Director has personally assumed responsibility;
(c) to obtain insurance for the benefit of Directors;
(d) involving the acquisition by a Director of any securities of the Company
pursuant to an offer to existing holders of securities or to the public;
(e) that the Director underwrite any issue of securities of the Company
(or any of its subsidiaries);
(f) concerning any other company in which the Director is interested as an
officer or creditor or shareholder but, broadly, only if he/she (together
with his/her connected persons) is directly or indirectly interested in less
than 1% of either any class of the issued equity share capital or of the
voting rights of that company; and
(g) concerning any other arrangement for the benefit of employees of the
Company (or any other member of the Group) under which the Director
benefits or stands to benefit in a similar manner to the employees
concerned and which does not give the Director any advantage which
the employees to whom the arrangement relates would not receive.
(x) A Director may not vote or be counted in the quorum on any resolution
which concerns his/her own employment or appointment to any office of
the Company or any other company in which the Company is interested.
(xi) Subject to applicable legislation, the provisions described in sub-
paragraphs (ix) and (x) may be relaxed or suspended by an ordinary
resolution of the members of the Company or any applicable governmental
or other regulatory body.
(xii) A Director is required to hold an interest in ordinary shares having a
nominal value of at least £500, which currently equates to 2,000 Ordinary
Shares unless restricted from acquiring or holding such interest by any
applicable law or regulation or any applicable governmental or other
regulatory body. A Director may act before acquiring those shares but
must acquire the qualification shares within two months from his/her
appointment. Where a Director is unable to acquire the requisite number
of shares within that time owing to law, regulation or requirement of any
governmental or other relevant authority, he/she must acquire the shares
as soon as reasonably practicable once the restriction(s) end.
(xiii) The Board may exercise all of the powers of the Company to borrow
money, to mortgage or charge its undertaking, property and uncalled capital
and to issue debentures and other securities.
Classes of share
The Company only has Ordinary Shares in issue. However, the Company has
authorised but unissued preference shares of £100, $100, $0.25, ¤100 and
¥10,000 each (together, the Preference Shares) which may (pursuant to a
resolution passed by the shareholders of the Company at the AGM) be
issued by the Board from time to time in one or more series with such rights
and subject to such restrictions and limitations as the Board may determine.
The Company also has authorised but unissued staff shares of £1 each.
The Articles of Association contain provisions to the following effect:
(i) Dividends
Subject to the provisions of the Articles and applicable legislation, the
Company in General Meeting may declare dividends on the Ordinary Shares
by ordinary resolution, but such dividend may not exceed the amount
recommended by the Board. The Board may also pay interim or final
dividends if it appears they are justified by the Company’s financial position.
Each Preference Share confers the right to a non-cumulative preferential
dividend (Preference Dividend) payable in such currency at such rates
(whether fixed or calculated by reference to or in accordance with a specified
procedure or mechanism), on such dates and on such other terms as may
be determined by the Board prior to allotment thereof.