Barclays 2014 Annual Report Download - page 72

70 I Barclays PLC Annual Report 2014 barclays.com/annualreport
Governance: Directors’ report
Other statutory information
The Directors present their report together with the
audited accounts for the year ended 31 December 2014.
Other information that is relevant to the Directors’ Report, and which is
incorporated by reference into this report, can be located as follows:
Contents Pages
Employee involvement 74
Policy concerning the employment of disabled persons 75
Financial instruments 275-296
Hedge accounting policy 276
Remuneration policy, including details of the remuneration
of each Director and Directors’ interests in shares 77-110
Corporate governance report 34-69
Risk review 113-220
Disclosures required pursuant to Listing Rule 9.8.4R can be found on the
following pages:
Pages
Long-term incentive schemes 104
Director emoluments 337
Allotment for cash of equity securities 318
Waiver of dividends 70
Section 414A of the Companies Act 2006 requires the Directors to
present a Strategic Report in the Annual Report and Accounts. The
information can be found on pages 02 to 32.
The Company has chosen, in accordance with section 414 C(11) of the
Companies Act 2006, and as noted in this Directors’ report, to include
certain matters in its Strategic Report that would otherwise be
disclosed in this Directors’ report.
An indication of likely future developments may be found in the
Strategic Report.
The particulars of important events affecting the Company since the
financial year end can be found in Note 29 Legal, competition and
regulatory matters and Note 45 Non-current assets held for disposal
and associated liabilities.
Profit and dividends
The adjusted profit for the financial year, after taxation, was £3,798m
(2013: £2,945m). Statutory profit after tax for 2014 was £845m (2013:
£1,297m). The final dividend for 2014 of 3.5p per share will be paid on
2 April 2015 to shareholders whose names are on the Register of
Members at the close of business on 11 March 2015. With the interim
dividends totalling 3p per ordinary share, paid in June, September and
December 2014, the total distribution for 2014 is 6.5p (2013: 6.5p) per
ordinary share. The interim and final dividends for 2014 amounted to
£1,057m (2013: £859m).
The nominee companies of certain Barclays’ employees benefit trusts
holding shares in Barclays in connection with the operation of the
Company’s share plans have lodged evergreen dividend waivers on
shares held by them that have not been allocated to employees. The
total amount of dividends waived during the year ended 31 December
2014 was £8.5m.
Shareholders may have their dividends reinvested in Barclays by joining
the Barclays PLC Scrip Dividend Programme (the Programme). At the
Barclays 2013 AGM, shareholders approved the introduction of the
Programme to replace the Barclays Dividend Reinvestment Plan. The
Programme enables shareholders, if they wish, to receive new fully paid
ordinary shares in Barclays PLC instead of a cash dividend, without
incurring dealing costs or stamp duty.
Board of Directors
The names of the current Directors of Barclays PLC, along with their
biographical details, are set out on pages 34 and 35 and are
incorporated into this report by reference. Changes to Directors during
the year and up to the date of signing this report are set out below.
Name Role
Effective date of appointment/
resignation
Steve Thieke Non-executive Director Appointed 7 January 2014
Crawford Gillies Non-executive Director Appointed 1 May 2014
John McFarlane Non-executive Director Appointed 1 January 2015
Fulvio Conti Non-executive Director Resigned 24 April 2014
Simon Fraser Non-executive Director Resigned 24 April 2014
John McFarlane will succeed Sir David Walker as Chairman of Barclays
with effect from the conclusion of the Barclays PLC AGM in 2015.
Appointment and retirement of Directors
The appointment and retirement 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. Any such Director holds office
only until the next AGM and may offer himself/herself for election. The
Code recommends that all directors of FTSE 350 companies should be