Barclays 2011 Annual Report Download - page 48

Directors’ report
Principal Activities and Business Review
Barclays is a major global financial services provider engaged in retail
banking, credit cards, corporate and investment banking and wealth
management, with an extensive international presence. The Group operates
through branches, offices and subsidiaries in the UK and overseas.
The Directors are required to set out in this report a fair review of the
business of the Group during the financial year ended 31 December 2011
and of the position of the Group at the end of the financial year and a
description of the principal risks and uncertainties facing the Group
(known as a Business Review). The purpose of the Business Review is to
enable shareholders to assess how the Directors have performed their
duties under section 172 of the Companies Act 2006 (to promote the
success of the Company). The information that fulfils the requirements of
the Business Review can be found in this report and the following sections
of the Annual Report, which are incorporated into this report by reference:
Pages
Chief Executive’s review 06-07
Our strategy and business model 10-11
Finance Director’s Review 22-23
Financial review 160-191
Key performance indicators 20-21 and 160-163
Citizenship 18-19
Market and operating environment 08-09
People 53
Risk management 16-17
Risk factors 74-78
Divisional review 24-27
Other information that is relevant to the Directors’ Report, and which
is incorporated by reference into this report, can be located as follows:
Pages
Likely future developments 04-11 and 24-27
Employee involvement 53
Policy concerning the employment of
disabled persons
53
Financial instruments 68-150, 220-223
and 225-237
Remuneration policy, including details of the
remuneration of each Director and Directors’
interests in shares
54-65
Corporate Governance Statement 32-45
Rights and obligations attaching to shares 276-279
Restrictions on the transfer of securities 276-279
Restrictions on voting rights 276-279
Profit and dividends
The profit for the financial year, after taxation, was £3,951m (2010:
£4,549m). The final dividend for 2011 of 3.0p per share will be paid on
16 March 2012 to shareholders whose names were on the Register of
Members at the close of business on 24 February 2012. With the interim
dividends totalling 3.0p per ordinary share, paid in June, September and
December 2011, the total distribution for 2011 is 6p (2010: 5.5p) per
ordinary share. The interim and final dividend for 2011 amounted to
£728m (2010: £653m).
Board of Directors
The names of the current Directors of Barclays PLC, along with their
biographical details, are set out on pages 50 to 52 and are incorporated
into this report by reference. Sir Richard Broadbent left the Board with
effect from 30 September 2011. There were no other changes to Directors
in 2011.
Appointment and retirement of directors
The appointment and replacement of Directors is governed by the
Company’s Articles of Association (the Articles), the UK Corporate
Governance Code (the Code), the Companies Act 2006 and related
legislation. The Articles may only be amended by a special resolution
of the shareholders.
The Board has the power to appoint additional Directors or to fill a casual
vacancy amongst the Directors. Under the Articles, any such Director
holds office only until the next AGM and may offer himself/herself for
re-election. The Articles also require that at each AGM at least one-third
(rounded down) of the Directors retire by rotation. The retiring Directors
are eligible to stand for re-election. The Code recommends that all
Directors of FTSE 350 companies should be subject to annual re-election,
however, and all Directors will stand for re-election at the 2012 AGM.
Directors’ indemnities
The Company maintains directors’ and officers’ liability insurance which
gives appropriate cover for any legal action brought against its Directors.
In addition, qualifying third party indemnity provisions (as defined by
section 234 of the Companies Act 2006) were in force during the course
of the financial year ended 31 December 2011 for the benefit of the then
Directors and, at the date of this report, are in force for the benefit of the
Directors in relation to certain losses and liabilities which they may incur
(or have incurred) in connection with their duties, powers or office.
Creditor payment policy
Barclays policy follows the Department for Business, Innovation & Skills’
Prompt Payment Code, copies of which can be obtained from the Prompt
Payment Code website at www.promptpaymentcode.org.uk. The trade
creditor payment days for Barclays Bank PLC for 2011 were 33 days (2010:
27 days). This is an arithmetical calculation based on the Companies Act
regulations and does not necessarily reflect our practice, nor the
experience of any individual creditor.
Political donations
The Group did not give any money for political purposes in the UK or the
rest of the EU nor did it make any political donations to political parties
or other political organisations, or to any independent election candidates,
or incur any political expenditure during the year. Absa Group Limited, in
which the Group has a majority stake, made donations totalling £224,158
in 2011 (2010: £123,295) in accordance with its policy of making political
donations to the major South African political parties as part of their
Democracy Support Programme. The Group made no other political
donations in 2011.
Charitable donations
Barclays provides funding and support to over 8,000 charities and
voluntary organisations, ranging from small, local charities, such as the
Bromley by Bow Centre, supporting young people in East London with
employability and job-readiness programmes, to international
organisations such as Unicef. The Group committed £30.3m in support
of the community in the UK (2010: 28.6m), including charitable donations
of £22.6m (2010: 22.9m). Further information on our community
involvement can be found on pages 18 to 19.
46 Barclays PLC Annual Report 2011 www.barclays.com/annualreport