Barclays 2014 Annual Report Download - page 112

110 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Remuneration report
Directors’ remuneration policy
Remuneration policy for non-executive Directors
Element and purpose Operation
Fees
Reflect individual
responsibilities and
membership of Board
Committees and are set to
attract non-executive
Directors who have relevant
skills and experience to
oversee the implementation
of our strategy
The Chairman and Deputy Chairman are paid an all-inclusive fee for all Board responsibilities. The Chairman
has a minimum time commitment equivalent to at least 80% of a full-time role. The other non-executive
Directors receive a basic Board fee, with additional fees payable where individuals serve as a member or
Chairman of a Committee of the Board.
Fees are reviewed each year by the Board as a whole against those for non-executive Directors in companies of
similar scale and complexity. Fees were last increased in May 2011.
The first £30,000 (Chairman: first £100,000) after tax and national insurance contributions of each non-
executive Director’s basic fee is used to purchase Barclays’ shares which are retained on the non-executive
Director’s behalf until they retire from the Board.
Benefits
For Chairman only
The Chairman is provided with private medical cover subject to the terms of the Barclays scheme rules from
time to time, and is provided with the use of a Company vehicle and driver when required for business
purposes.
No other non-executive Director receives any benefits from Barclays. Non-executive Directors are not eligible to
join Barclays’ pension plans.
Bonus and share plans Non-executive Directors are not eligible to participate in Barclays cash, share or long-term incentive plans.
Notice and termination
provisions
Each non-executive Director’s appointment is for an initial six year term, renewable for a single term of three
years thereafter and subject to annual re-election by shareholders.
Notice period:
Chairman: 12 months from the Company (six months from the Chairman). Non-executive Directors: six
months from the Company (six months from the Non-executive Director).
Termination payment policy
The Chairman’s appointment may be terminated by Barclays on 12 months’ notice or immediately in which
case 12 months’ fees and contractual benefits are payable in instalments at the times they would have been
received had the appointment continued, but subject to mitigation if they were to obtain alternative
employment. There are similar termination provisions for non-executive Directors based on six months’ fees.
No continuing payments of fees (or benefits) are due if a non-executive Director is not re-elected by
shareholders at the Barclays Annual General Meeting.
In accordance with the policy table above, any new Chairman and Deputy Chairman would be paid an all-inclusive fee only and any new
non-executive Director would be paid a basic fee for their appointment as a Director, plus fees for their participation on and/or chairing of any
Board committees, time apportioned in the first year as necessary. No sign-on payments are offered to non-executive Directors.
Discretion
In addition to the various operational discretions that the Committee can exercise in the performance of its duties (including those discretions set
out in the Company’s share plans), the Committee reserves the right to make either minor or administrative amendments to the policy to benefit
its operation or to make more material amendments in order to comply with new laws, regulations and/or regulatory guidance. The Committee
would only exercise this right if it believed it was in the best interests of the Company to do so and where it is not possible, practicable or
proportionate to seek or await shareholder approval in General Meeting.