Barclays 2003 Annual Report Download - page 19

Directors’ Report
Profit Attributable
The profit attributable to shareholders for the year amounted to
£2,744m, compared with £2,230m in 2002.
Dividends
The final dividends for the year ended 31st December 2003 of 13.45p per
ordinary share of 25p each and 10p per staff share of £1 each have been
approved by the Directors. The final dividends will be paid on 30th April
2004 in respect of the ordinary shares registered at the close of business
on 27th February 2004 and in respect of the staff shares so registered on
31st December 2003. With the interim dividend of 7.05p per ordinary
share and of 10p per staff share that were paid on 1st October 2003, the
total distribution for 2003 is 20.50p (2002: 18.35p) per ordinary share
and 20p (2002: 20p) per staff share. The dividends for the year absorb
a total of £1,340m (2002: £1,206m).
Dividend Reinvestment Plan
Ordinary shareholders may have their dividends reinvested in Barclays
PLC ordinary shares by participating in the Dividend Reinvestment Plan.
The Plan is available to all ordinary shareholders provided that they do
not live in, or are subject to the jurisdiction of, any country where
their participation in the Plan would require Barclays or The Plan
Administrator to take action to comply with local government or
regulatory procedures or any similar formalities. Any shareholder
wishing to obtain details of the Plan and a mandate form should
contact The Plan Administrator to Barclays at The Causeway, Worthing,
BN99 6DA. Those wishing to participate for the first time in the Plan
should send their completed mandate form to The Plan Administrator so
as to be received by 7th April 2004 for it to be applicable to the payment
of the final dividend on 30th April 2004. Existing participants should
take no action unless they wish to alter their current mandate
instructions, in which case they should contact The Plan Administrator.
Share Capital
During the year, Barclays PLC purchased in the market for cancellation
49.4 million of its ordinary shares of 25p at a total cost of £204m as part
of its programme of returning excess capital to shareholders. These
transactions represented some 0.75% of the issued ordinary share
capital at 31st December 2003. As at 11th February 2004, the Company
has an unexpired authority to repurchase further shares up to a
maximum of 963.1 million ordinary shares of 25p.
The ordinary share capital was increased by 36.6 million ordinary shares
during the year as a result of the exercise of options under the SAYE and
Executive Share Option Schemes. At 31st December 2003 the issued
ordinary share capital totalled 6,563 million shares.
Substantial Shareholdings
As at 11th February 2004, the Company has not been notified of any
major interests in its shares as required by sections 198 to 208 of the
Companies Act 1985.
Board Membership
The membership of the Boards of Directors of Barclays PLC and Barclays
Bank PLC is identical and biographical details of the current members are
set out on pages 14 to 16. Professor Dame Sandra Dawson and Sir Richard
Broadbent were appointed as non-executive Directors on 1st March 2003
and 1st September 2003, respectively. Roger Davis, Gary Hoffman, Naguib
Kheraj and David Roberts were appointed as executive Directors with effect
from 1st January 2004. John Stewart and Graham Wallace resigned from
the Board on 27th February 2003 and 2nd April 2003, respectively.
Sir Nigel Mobbs retired from the Board on 24th April 2003.
Retirement and Re-election of Directors
In accordance with its Articles of Association, one-third (rounded down)
of the Directors of Barclays PLC are required to retire by rotation at each
AGM, together with Directors appointed by the Board since the last
AGM. The retiring Directors are eligible to stand for re-election. In
addition, under the UK Combined Code of Corporate Governance, every
Director should seek re-election by shareholders every three years.
The Directors retiring by rotation at the 2004 AGM and offering
themselves for re-election are Sir Peter Middleton, Stephen Russell
and Chris Lendrum. Sir Richard Broadbent, Roger Davis, Gary Hoffman,
Naguib Kheraj and also David Roberts, who were appointed as Directors
since the last AGM, will also be offering themselves for re-election at the
2004 AGM. Sir Brian Jenkins, who was last re-elected by shareholders at
the 2001 AGM will also be retiring and seeking re-election in accordance
with the UK Combined Code.
Directors’ Interests
Directors’ interests in the shares of the Group on 31st December 2003,
according to the register maintained under the Companies Act 1985,
are shown on page 34. The register is available for inspection during
business hours at the Group’s Head office and will be available for
inspection at the 2004 AGM.
Directors’ Emoluments and Options
Information on emoluments and share options of Directors of Barclays
PLC, in accordance with the Companies Act 1985 and the Listing Rules
of the United Kingdom Listing Authority, is given in the Corporate
Governance Report by the Board on pages 27 to 34 and in Notes 55
and 56 to the accounts.
Activities
Barclays PLC Group is an international financial services group engaged
primarily in banking, investment banking and asset management. The
Group operates through branches, offices and subsidiaries in the UK and
overseas. The activities of the Group are described on pages 76 to 80
and developments in the Group’s business during the year and an
indication of likely future developments are analysed in the Risk
management section on pages 37 to 71 and the Financial review on
pages 82 to 107.
Community Involvement
Community support totalled £32.8m (2002: £32.3m).
Barclays invested £29.4m in support of the community in the UK
(2002: £30.0m) and £3.4m was invested in international support
(2002: £2.3m). UK community support includes £9.9m of charitable
donations (2002: £11.1m).
Barclays is a member of the Percent Club – a group of companies that
undertook to ensure that donations to the community in 2003
amounted to at least 1% of their UK pre-tax profit.
Political Donations
No political donations were made during the year. At the AGM in 2002
shareholders gave a four-year authority for Barclays Bank PLC and a
number of other subsidiaries to make political donations and incur
political expenditure up to a maximum aggregate sum of £250,000 per
annum as a precautionary measure in light of the wide definitions in
The Political Parties, Elections and Referendums Act 2000.
These authorities have not been used and it is not proposed that the
Group’s long-standing policy of not making contributions to any political
party be changed.
Directors’ Report
Barclays PLC Annual Report 2003 17