Barclays 2004 Annual Report Download - page 21

Directors’ Report
Profit Attributable
The profit attributable to shareholders for the year amounted to
£3,268m, compared with £2,744m in 2003.
Dividends
The final dividends for the year ended 31st December 2004 of 15.75p
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
29th April 2005 in respect of the ordinary shares registered at the
close of business on 25th February 2005 and in respect of the staff
shares so registered on 31st December 2004. With the interim
dividends of 8.25p per ordinary share and of 10p per staff share that
were paid on 1st October 2004, the total distribution for 2004 is 24.0p
(2003: 20.50p) per ordinary share and 20p (2003: 20p) per staff share.
The dividends for the year absorb a total of £1,538m (2003: £1,340m).
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 8th April 2005 for it to be
applicable to the payment of the final dividend on 29th April 2005.
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
140.1 million of its ordinary shares of 25p at a total cost of £699m as
part of its programme of returning excess capital to shareholders.
These transactions represented some 2.17% of the issued ordinary
share capital at 31st December 2004. As at 28th February 2005 (the
latest practicable date for inclusion in this report), the Company had
an unexpired authority to repurchase further shares up to a maximum
of 930.4 million ordinary shares of 25p.
The ordinary share capital was increased by 31.0 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 2004
the issued ordinary share capital totalled 6,454 million shares.
Substantial Shareholdings
As at 28th February 2005, the Company had 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 16 to 18. Roger Davis, Gary Hoffman,
Naguib Kheraj and David Roberts were appointed as executive
Directors with effect from 1st January 2004. Sir Andrew Likierman
and Leigh Clifford were appointed as non-executive Directors with
effect from 1st September 2004 and 1st October 2004, respectively.
Sir Peter Middleton and Sir Brian Jenkins both retired from the Board
on 1st September 2004, at which time Matthew W Barrett became
Chairman and John Varley became Group Chief Executive. Dame
Hilary Cropper, who served as a Board member since 1998, died on
26th December 2004. Christopher Lendrum retired from the Board
on 31st December 2004.
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 Annual General Meeting (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 on Corporate Governance, every Director should seek
re-election by shareholders at least every three years.
The Directors retiring by rotation at the 2005 AGM and offering
themselves for re-election are Matthew W Barrett, David Arculus,
Sir Nigel Rudd and John Varley. In addition, Sir Andrew Likierman and
Leigh Clifford, who were appointed as Directors since the last AGM,
will be offering themselves for re-election at the 2005 AGM. Dr Jürgen
Zech, who joined the Board in 2002, will be retiring at the AGM and is
not seeking re-election.
Directors’ Interests
Directors’ interests in the shares of the Group on 31st December 2004,
according to the register maintained under the Companies Act 1985,
are shown on page 39. The register is available for inspection during
business hours at the Group’s Head office and will be available for
inspection at the 2005 AGM.
Directors’ Emoluments
Information on emoluments 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 on pages 31 to 39 and in Note 46 to the accounts.
Activities
Barclays PLC Group is a major global financial services provider
engaged in retail and commercial banking, credit cards, investment
banking, wealth management and investment management services.
The Group operates through branches, offices and subsidiaries in the
UK and overseas. The activities of the Group are described on pages 89
and 90 and developments in the Group’s business during the year and
an indication of likely future developments are analysed in the
Financial review on pages 92 to 121, with additional information on
potential risk factors discussed on pages 42 and 43.
Community Involvement
The total commitment for 2004 was £32m (2003: £32.8m).
Barclays committed £29.5m in support of the community in the UK
(2003: £29.4m) and £2.5m was committed in international support
(2003: £3.4m). UK commitment includes £11.2m of charitable
donations (2003: £9.9m).
Barclays is a member of the Percent Club – a group of companies that
have undertaken to ensure that donations to the community over time
amount to at least 1% of their UK pre-tax profit.
Directors’ report
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Barclays PLC Annual Report 2004