Barclays 2009 Annual Report Download - page 334

332 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
Shareholder information
continued
If a member fails to pay any call in full (following notice from the Board
that such failure will result in forfeiture of the relevant shares), such shares
(including any dividends declared but not paid) may be forfeited by a
resolution of the Board, and will become the property of the Company.
Forfeiture shall not absolve a previous member for amounts payable by
him/her (which may continue to accrue interest).
The Company also has a lien over all partly paid shares of the Company for
all monies payable or called on that share and over the debts and liabilities
of a member to the Company. If any monies which are the subject of the
lien remain unpaid after a notice from the Board demanding payment, the
Company may sell such shares.
(vii) Variation of Rights
The rights attached to any class of shares may be varied with the sanction
of special resolution passed at a separate meeting of the holders of the
shares of that class.
The rights of shares shall not (unless expressly provided by the rights
attached to such shares) be deemed varied by the creation of further shares
ranking equally with them.
Annual and other general meetings
The Company is required to hold an AGM in addition to such other general
meetings as the Directors think fit. The type of the meeting will be specified
in the notice calling it. Under the Companies Act 2006, the AGM must
be held within six months of the financial year end. A general meeting
may be convened by the Board on requisition in accordance with the
applicable legislation.
In the case of an AGM, a minimum of 21 clear days’ notice is required. The
notice must be in writing and must specify the place, the day and the hour
of the meeting, and the general nature of the business to be transacted.
A notice convening a meeting to pass a special resolution shall specify the
intention to propose the resolution as such. The accidental failure to give
notice of a general meeting or the non-receipt of such notice will not
invalidate the proceedings at such meeting.
Subject as noted above, all shareholders are entitled to attend and vote at
general meetings. The Articles do, however, provide that arrangements may
be made for simultaneous attendance at a general meeting at a place other
than that specified in the notice of meeting, in which case shareholders may
be excluded from the specified place.
Holders of Preference Shares have no right to receive notice of, attend
or vote at, any general meetings of the Company as a result of holding
Preference Shares.
Limitations on foreign shareholders
There are no restrictions imposed by the Company’s Memorandum or
Articles of Association or (subject to the effect of any economic sanctions
that may be in force from time to time) by current UK laws which relate only
to non-residents of the UK and which limit the rights of such non-residents
to hold or (when entitled to do so) vote the Company’s Ordinary Shares.
Notices
A document or information may be sent by the Company in hard copy form,
electronic form, by being made available on a website, or by another means
agreed with the recipient. A document or information may only be sent in
electronic form to a person who has agreed to receive it in that form or, in
the case of a company, who has been deemed to have so agreed pursuant
to applicable legislation. A document or information may only be sent by
being made available on a website if the recipient has agreed to receive it
in that form or has been deemed to have so agreed pursuant to applicable
legislation, and has not revoked that agreement.
In respect of joint holdings, documents or information shall be sent to
the joint holder whose name stands first in the register.
A member who (having no registered address within the UK) has not supplied
an address in the UK at which documents or information may be sent is not
entitled to have documents or information sent to him/her.
Alteration of share capital
The Company may, by way of ordinary resolution:
–increase its share capital by a sum to be divided into shares of an amount
prescribed by the resolution;
– consolidate and divide all or any of its share capital into shares of a larger
nominal amount;
– subject to legislation, sub-divide all or part of its shares into shares of
a smaller nominal amount and may decide by that resolution that the
resulting shares have preference or other advantage or restrictions; and
– cancel any shares which, at the date of the resolution, have not been
subscribed or agreed to have been subscribed for and diminish the
amount of its share capital by the amount of the shares so cancelled.
The Company may also, by special resolution, reduce its share capital
or capital redemption reserve or any share premium account or other
undistributable reserve in any manner authorised by legislation.
The Company may, by ordinary resolution, upon the recommendation of
the Board capitalise all or any part of an amount standing to the credit of
a reserve or fund to be set free for distribution provided that amounts from
the share premium account, capital redemption reserve or any profits not
available for distribution should be applied only in paying up unissued shares
issued to members and no unrealised profits shall be applied in paying up
debentures of the Company or any amount unpaid on any share in the
capital of the Company.
Indemnity
Subject to applicable legislation, every current and former Director or other
officer of the Company (other than any person engaged by the company as
auditor) shall be indemnified by the Company against any liability in relation
to the Company, other than (broadly) any liability to the Company or a
member of the Group, or any criminal or regulatory fine.
Officers of the Group Date of appointment
as officer
Lawrence Dickinson Company Secretary 2002
Peter Estlin Group Financial Controller 2008
Patrick Gonsalves Joint Secretary,Barclays Bank PLC 2002
Mark Harding Group General Counsel 2003
Antony Jenkins Chief Executive of
Global Retail Banking 2009
Tom Kalaris Chief Executive of Barclays Wealth 2009
Robert Le Blanc Group Risk Officer 2004
Jerry del Missier President of Barclays Capital and
Co-Chief Executive of
Corporate and Investment Banking 2009
Maria Ramos Group Chief Executive, Absa 2009
Rich Ricci Co-Chief Executive of
Corporate and Investment Banking 2009
Cathy Turner Group Human Resources Director 2009