Barclays 2004 Annual Report Download - page 28

Statement on US Corporate Governance standards
As a non-US company listed on the New York Stock Exchange (NYSE),
Barclays is required to disclose any significant ways in which its
corporate governance practices differ from those followed by domestic
US companies listed on the NYSE. As Barclays main listing is on the
London Stock Exchange, it follows the United Kingdom Listing
Authority’s Combined Code on Corporate Governance (the Code).
Key differences are set out below.
The way in which Barclays makes determinations of Directors’
independence differs from the NYSE rules. NYSE Rule 303A.02 sets out
five tests for Director independence. In addition to those tests, the
NYSE also requires that the Board “affirmatively determines that the
Director has no material relationship with the company (either directly
or as a partner, shareholder or officer of an organization that has a
relationship with the company)”.
The Barclays Board annually reviews the independence of its non-
executive Directors, taking into account developing best practice and
regulation. For 2004, the Board has determined that all the non-
executive Directors are independent as defined by the Code, as set
out above.
Barclays has a number of principal Board Committees, which are
broadly comparable in purpose and composition to those required by
NYSE rules for domestic US companies. Barclays has a Board Corporate
Governance and Nominations Committee, a Board HR and
Remuneration (rather than Compensation) Committee and a Board
Audit Committee. Barclays also has a Board Risk Committee.
With the exception of the Board Corporate Governance and
Nominations Committee, which is chaired by the Chairman of the
Board, these committees are comprised solely of non-executive
Directors whom the Board has determined to be independent,
in the manner described above.
The NYSE rules require that shareholders must be given the
opportunity to vote on all equity-compensation plans and material
revisions to those plans. Barclays complies with UK requirements,
which are similar to the NYSE rules. The Board, however, does not
explicitly take into consideration the NYSE’s detailed definition of what
are considered ‘material revisions’.
The NYSE rules require that domestic US companies adopt and disclose
a code of business conduct and ethics for Directors, officers and
employees. Rather than a single consolidated code as envisaged in the
NYSE rules, Barclays has business-based conduct and ethics policies,
which apply to all employees. In addition, Barclays has adopted a Code
of Ethics for the Group Chief Executive and senior financial officers as
required by the US Securities and Exchange Commission.
Corporate Responsibility
The Group’s approach to managing the interests of its stakeholders is
fully described in the Corporate Responsibility Report, copies of which
are available from the Company Secretary or at www.barclays.com.
Further details about the Group’s approach to Corporate Responsibility
may be found on pages 12 and 13.
Relations with Shareholders
Barclays has a proactive approach to its institutional and private
shareholders, totalling around 842,500. In the UK, senior executives hold
meetings with our key institutional shareholders to discuss strategy,
Corporate governance
Corporate governance report
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financial performance and investment activities. Throughout Europe
and in the US, we arrange roadshows about the Group for key investors.
The Chairman meets regularly with investor bodies and investors to
discuss the Group’s approach to corporate governance issues.
Sir Richard Broadbent, the Senior Independent Director, is available
to investors should they wish to raise any issues with him.
The Group aims to provide a first class service to private shareholders
to help them in the effective and efficient management of their
shareholding in Barclays. The main methods of communicating with
private shareholders are the Annual Report, the Annual Review and
the AGM.
Barclays e-view enables shareholders to receive shareholder
documents electronically. It also gives shareholders immediate access
to information relating to their personal shareholding and dividend
history. Participants can also change their details and dividend
mandates online and receive dividend tax vouchers electronically.
All Directors are encouraged to attend the AGM and be available to
answer shareholders’ questions. It has been Barclays practice for a
number of years that all resolutions are voted on a poll to ensure that
the views of all shareholders are reflected proportionately. Each of the
resolutions considered at the 2004 AGM was decided on a poll and a
copy of the poll results is available from the Company Secretary or on the
Company’s website, www.investorrelations.barclays.co.uk. The resolutions
to be considered at the 2005 AGM will also be decided on a poll and the
results will be made available on the Company’s website. A summary of
the resolutions being proposed at the 2005 AGM is set out below:
Ordinary Resolutions
• To receive the Report and Accounts for the year-ended
31st December 2004.
• To approve the Report on Remuneration for the year-ended
31st December 2004.
• To re-elect the following Directors:
– Sir Andrew Likierman;
– Leigh Clifford;
– Matthew W Barrett;
– John Varley;
– David Arculus;
– Sir Nigel Rudd.
• To reappoint PricewaterhouseCoopers LLP as auditors of the
Company.
• To authorise the Directors to set the remuneration of the auditors.
• To authorise the creation of a new Performance Share Plan (PSP).
• To authorise the Directors to establish supplements or appendices
to the PSP.
• To authorise the Directors to allot securities.
Special Resolutions
• To authorise the Directors to allot securities for cash other than on
a pro-rata basis to shareholders and to sell treasury shares.
• To authorise the Directors to repurchase shares.
Signed on behalf of the Board
Matthew W Barrett
Chairman