Barclays 2011 Annual Report Download - page 49

Environment
In 2011 we launched the Barclays Climate Action Programme – a four-year
plan which focuses on addressing environmental issues where we believe
we have the greatest potential to make a difference. The Climate Action
Programme focuses on managing our own carbon footprint and reducing
our absolute carbon emissions; developing products and services to help
enable the transition to a low-carbon economy; and managing the risks
of climate change. We invest in improving the energy efficiency of our
operations and offset the emissions remaining through the purchase of
carbon credits. We also have a long-standing commitment to managing
the environmental and social risks associated with lending and a
governance structure is in place to facilitate clear dialogue across the
business and with suppliers around issues of potential environmental and
social risk. More details may be found on our website at www.barclays.
com/citizenship.
Essential contracts or arrangements
There are no persons with whom the Group has contractual or other
arrangements that are considered essential to the business of the Group.
Contracts of significance
Barclays provided BlackRock, Inc. (BlackRock) with customary warranties
and indemnities in connection with the sale of Barclays Global Investors
(BGI) to BlackRock in 2009. Barclays will continue to provide support in
respect of certain BGI cash funds until December 2013 and indemnities
in respect of certain of BGI’s fully collateralised securities lending activities
until November 2012.
Research and development
In the ordinary course of business the Group develops new products and
services in each of its business units.
Share capital
Share capital structure
The Company has Ordinary Shares in issue. The Company’s Articles also
allow for the issuance of Sterling, Dollar, Euro and Yen preference shares
(preference shares). No preference shares have been issued as at 2 March
2012 (the latest practicable date for inclusion in this report). Ordinary
shares therefore represent 100% of the total issued share capital as at
31 December 2011 and at 2 March 2012. Details of the movement in
Ordinary Share capital during the year can be found on page 254.
On 31 October 2008, Barclays PLC issued, in conjunction with a
simultaneous issue of Reserve Capital Instruments issued by Barclays
Bank PLC, warrants (the Warrants) to subscribe for up to 1,516.9 million
new Ordinary Shares at a price of £1.97775. As at 31 December 2011
there were unexercised Warrants to subscribe for 379.2 million Ordinary
Shares. These Warrants may be exercised at any time up to close of
business on 31 October 2013.
Exercisability of rights under an employee share scheme
Employee Benefit Trusts (EBTs) operate in connection with certain of
the Group’s Employee Share Plans (Plans). The trustees of the EBTs may
exercise all rights attached to the shares in accordance with their fiduciary
duties other than as specifically restricted in the relevant Plan governing
documents. The trustees of the EBTs have informed the Company that
their normal policy is to abstain from voting in respect of the Barclays
shares held in trust. The trustees of the Global and UK Sharepurchase
EBTs may vote in respect of Barclays shares held in the Sharepurchase EBT,
but only as instructed in those Plans in respect of their Partnership shares
and (when vested) Matching and Dividend shares. The trustees will not
otherwise vote in respect of shares held in the Sharepurchase EBT.
Special rights
There are no persons holding securities that carry special rights with
regard to the control of the Company.
Substantial shareholders
Substantial shareholders do not have different voting rights from those of
other shareholders. Information provided to the Company by substantial
shareholders pursuant to the Financial Services Authority’s (FSA)
Disclosure and Transparency Rules (DTR) is published via a Regulatory
Information Service and is available on the Company’s website. As at 31
December 2011, the Company had been notified under Rule 5 of the DTR
of the following holdings of voting rights in its shares:
Holder
Number of
Barclays
Shares
% of total
voting rights
attaching to
issued share
capital
Number of
Warrants
% of total
voting rights
attaching to
issued share
capital
a
BlackRock, Inc.b805,969,166 7.06 – –
Qatar Holding LLCc827,411,735 6.79 379,218,809 1.62
Nexus Capital
Investing Ltdd851,584,564 6.98 – –
Legal & General
Group plc 480,805,132 3.99 – –
Powers of the Directors to issue or buy back the Company’s shares
The powers of the Directors are determined by the Companies Act 2006
and the Company’s Articles. The Directors are authorised to issue and allot
shares, and to repurchase shares subject to annual shareholder approval
at the AGM. Such authorities were granted by shareholders at the 2011
AGM. It will be proposed at the 2012 AGM that the Directors be granted
new authorities to allot and buy-back shares.
Repurchase of shares
The Company did not repurchase any of its Ordinary Shares during
2011 (2010: none). As at 2 March 2012, the Company had an unexpired
authority to repurchase Ordinary Shares up to a maximum of
1,218,343,534 Ordinary Shares.
Change of control
If there is a change of control of Barclays PLC following a takeover bid,
Barclays PLC must (so far as legally possible) use all reasonable endeavours
to cause the corporation which then controls Barclays PLC to execute a
deed poll providing that holders of the Warrants shall have the right (during
the period in which the Warrants are exercisable) to exercise the Warrants
into the class and amount of shares and other securities and property
receivable upon such a takeover by the holders of the number of Ordinary
Shares as would have been issued on exercise of the Warrants had such
Warrants been exercised immediately prior to the completion of such
takeover. The Warrants contain provisions for the adjustment of the gross
number of ordinary shares in the event of the occurrence of certain dilutive
events including, amongst others, extraordinary dividends, bonus issues,
alterations to the nominal value of Ordinary Shares and rights issues.
There are no other significant agreements to which the Company is a
party that are affected by a change of control of the Company following a
takeover bid. There are no agreements between the Company and its
Directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid.
Notes
a The percentages of voting rights detailed above have been calculated without including
the new shares to be issued when the Warrants are exercised. This results in the
percentage figures being artificially high.
b The number of Barclays shares includes 8,003,236 contracts for difference to which
voting rights are attached.
c Total shown includes 13,447,183 options on ordinary shares.
d Total shown includes 93,146,946 cash-settled options referencing ordinary shares.
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 47
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