Barclays 2011 Annual Report Download - page 278

Shareholder information
Articles of Association
The Company was incorporated in England on 20 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 1 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 1 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 30 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.
276 Barclays PLC Annual Report 2011 www.barclays.com/annualreport