Barclays 2010 Annual Report Download - page 274

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.
Under the Companies Act 2006 (Act) a company’s Memorandum of
Association now need only contain the names of the subscribers and
the number of shares each subscriber has agreed to take. For companies
in existence as of 1st October 2009, all other provisions which were
contained in the company’s Memorandum of Association, including the
company’s objects, are now deemed to be contained in the company’s
articles. The Act also states that a company’s objects are unrestricted
unless that company’s articles provide otherwise. Barclays PLC adopted
new Articles of Association at its Annual General Meeting (AGM) on
30th April 2010 to reflect these changes and as a result its objects are
now unrestricted.
The Company may, by Special Resolution, amend its Articles of
Association. In addition to the changes referred to above, the Articles of
Association adopted at the 2010 AGM updated the Articles of Association
to reflect the implementation of the remaining provisions of the
Companies Act 2006. The following is a summary of the current Articles
of Association (Articles):
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
£2,000,000 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 Shares
The Company only has Ordinary Shares in issue. The Articles also provide
for sterling preference shares of £100 each, dollar preference shares of
$100 each, dollar preference shares of $0.25 each, euro preference shares
of €100 each and yen preference shares of ¥10,000 each (together, the
Preference Shares). In accordance with the authority granted at the AGM,
Preference Shares may 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. No Preference Shares have been
issued to date. The Articles contain provisions to the following effect:
Shareholder information
272 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10