Barclays 2004 Annual Report Download - page 246

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Shareholder information
Memorandum and Articles of Association
The Company was incorporated in England and Wales on 20th July
1896 under the Companies Acts 1862 to 1890 as a company limited
by shares and was re-registered in 1982 as a public limited company
under the Companies Acts 1948 to 1980. The Company is registered
under company number 48839. The Company was re-registered as
Barclays PLC on 1st January 1985.
The objects of the Company are set out in full in clause 4 of its
Memorandum of Association which provides, among other things, that
the Company’s objects are to carry on business as an investment and
holding company in all its aspects.
Directors
A Director may not vote or count towards the quorum on any
resolution concerning any proposal in which he (or any person
connected with him) has a material interest (other than by virtue
of his interest in securities of the Company) or if he has a duty which
conflicts or may conflict with the interests of the Company, unless
the resolution relates to any proposal:
(i) to indemnify a Director in respect of any obligation incurred for
the benefit of the Company (or any other member of the Group);
(ii) to indemnify a third party in respect of any obligation for which
the Director has personally assumed responsibility;
(iii) to indemnify a Director for any liability which he may incur
in the performance of his duties or to obtain insurance against such
a liability;
(iv) involving the acquisition by a Director of any securities of the
Company pursuant to an offer to existing holders of securities or
to the public;
(v) that the Director underwrite any issue of securities of the Company
(or any of its subsidiaries);
(vi) concerning any other company in which the Director is interested
as an officer or creditor or shareholder, but only if he owns less than
1% of either the issued equity share capital or of the voting rights of
that company;
(vii) concerning any superannuation fund or retirement, death or
disability benefits scheme or employees’ share scheme, so long as
any such fund or scheme does not give additional advantages to the
Directors which are not granted to the employees who are in the fund
or scheme; and
(viii) concerning any other arrangement for the benefit of employees
of the Company or any other member of the Group under which the
Director benefits in a similar manner to the employees concerned and
which does not give the Director any advantage which the employees
to whom the arrangement relates would not receive.
A Director may not vote or be counted in the quorum on any
resolution which concerns his own employment with the Company
or any other company in which the Company is interested.
The Directors may exercise all the powers of the Company to borrow
money.
A Director must retire from office at the conclusion of the first AGM
after he reaches the age of 70. He is however, eligible to stand for
re-election at that meeting.
A Director is required to hold an interest in ordinary shares having
a nominal value of at least £500. A Director may act before acquiring
those shares but must acquire the qualification shares within two
months from his or her appointment.
At each AGM one-third of the Directors for the time being (rounded
down if necessary) are required to retire from office.
Classes of share
The Company has two classes of shares, ordinary shares and staff
shares, to which the provisions set out below apply.
(a) Dividends
Under English law, dividends are payable on the Company’s ordinary
shares only out of profits available for distribution, as determined in
accordance with accounting principles generally accepted in the UK
and by the Companies Act 1985. The Company in general meeting
may declare dividends by ordinary resolution, but such dividend may
not exceed the amount recommended by the Directors. The Directors
may pay interim or final dividends if it appears they are justified by the
Company’s financial position.
The profits which are resolved to be distributed in respect of any
financial period are applied first in payment of a fixed dividend of
20% per annum on the staff shares and then in payment of dividends
on the ordinary shares.
If a dividend is not claimed after 12 years of it becoming payable, it is
forfeited and reverts to the Company.
The Directors may, with the approval of an ordinary resolution of
the Company, offer shareholders the right to choose to receive an
allotment of new ordinary shares credited as fully paid instead of
cash in respect of all or part of any dividend.
(b) Voting
Every member who is present in person or represented at any general
meeting of the Company and who is entitled to vote has one vote on a
show of hands. On a poll, every member who is present or represented
has one vote for every share held.
If any sum remains unpaid in relation to a member’s shareholding,
that member is not entitled to vote that share unless the Board
otherwise determines.
If any member, or any other person appearing to be interested in any
shares in the Company, is served with a notice under Section 212 of
the Companies Act 1985 and does not supply the Company with the
information required in the notice, then the Board, in its absolute
discretion, may direct that that member shall not be entitled to attend
or vote at any meeting of the Company.
(c) Liquidation
In the event of any return of capital on liquidation the ordinary shares
and the staff shares rank equally in proportion to the amounts paid up
or credited as paid up on the shares of each class, except that in the
event of a winding up of the Company the holders of the staff shares
are only entitled to participate in the surplus assets available for
distribution up to the amount paid up on the staff shares plus 10%.