Barclays 2010 Annual Report Download - page 276

Shareholder information
continued
(v) Calls on capital
The Directors may make calls upon the members in respect of any monies
unpaid on their shares. A person upon whom a call is made remains liable
even if the shares in respect of which the call is made have been
transferred. Interest will be chargeable on any unpaid amount called at
a rate determined by the Board (of not more than 20% per annum).
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.
(vi) Variation of Rights
The rights attached to any class of shares may be varied either with the
consent in writing of the holders of at least 75% in nominal value of the
issued shares of that class or 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 satellite meeting place
or, if the meeting place is inadequate to accommodate all members and
proxies entitled to attend, another meeting place may be arranged to
accommodate such persons other than that specified in the notice of
meeting, in which case shareholders may be excluded from the principal
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 Articles 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, in accordance with the provisions set out
in the Act. Accordingly, 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.
In addition, the Company may cease to send notices to any member who
has been sent documents on two consecutive occasions over a period of
at least 12 months and when each of those documents is returned
undelivered or notification is received that they have not been delivered.
Capitalisation of profits
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 to be allotted to members credited as fully paid 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
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 Co-Chief Executive 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 Barclays
Capital and Co-Chief Executive of
Corporate and Investment Banking
2009
Cathy Turner Group Human Resources Director 2009
John WorthaGroup Financial Controller 2011
Note
a John Worth held the position of Interim Group Financial Controller during 2010.
274 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10