Barclays 2005 Annual Report Download - page 32

Barclays PLC
Annual Report 2005
30
Corporate governance
Corporate governance report
Committee, although both are broadly comparable. We also have a
Board Risk Committee, comprised solely of independent non-executive
Directors, which considers and discusses policies with respect to risk
assessment and risk management.
Corporate Governance Guidelines
The NYSE Rules require domestic US companies to adopt and
disclose corporate governance guidelines. There is no equivalent
recommendation in the Code. The Board Corporate Governance
and Nominations Committee has, however, developed corporate
governance guidelines, entitled ‘Corporate Governance in Barclays’,
which have been approved and adopted by the Board. The guidelines
are available on our website at www.investorrelations.barclays.co.uk.
Code of Ethics
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, we have a number of ‘values based’ business
conduct and ethics policies, which apply to all employees. In addition,
we have adopted a Code of Ethics for the Group Chief Executive and
senior financial officers as required by the US Securities and
Exchange Commission.
Shareholder approval of equity-compensation plans
The NYSE listing standards require that shareholders must be given
the opportunity to vote on all equity-compensation plans and material
revisions to those plans. We comply with UK requirements, which are
similar to the NYSE standards. The Board, however, does not explicitly
take into consideration the NYSE’s detailed definition of what are
considered ‘material revisions’.
Corporate Responsibility
Our approach to managing the interests of our stakeholders is fully
described in our Corporate Responsibility Report, copies of which
are available from the Company Secretary or online at
www.investorrelations.barclays.co.uk.
Relations with Shareholders
We have a proactive approach to our institutional and private
shareholders, totalling around 808,000.
Senior executives hold meetings with our key institutional shareholders
to discuss strategy, financial performance and investment activities in
the UK, throughout Europe and in the US.
The Chairman meets regularly with investor bodies and investors to
discuss our approach to corporate governance issues. In December
2005, the Chairman hosted a corporate governance event for key
institutional investors. The purpose of that event was to update our
major shareholders on our corporate governance practices and to
discuss any issues or concerns that they may have had.
In addition, investor bodies and major investors are given the
opportunity to meet with new non-executive Directors on their
appointment. Sir Richard Broadbent, the Senior Independent Director,
is available to meet with investors if they are unable to resolve
issues through the normal channels of the Chairman and Group
Chief Executive.
We aim to provide a first-class service to private shareholders to help
them in the effective and efficient management of their shareholding in
our Company. This year we have encouraged shareholders to hold their
shares in Barclays Sharestore, where their shares are held electronically
in a cost effective environment. This eliminates the risk of losing shares
held in paper form. During 2005, over 20,000 shareholders holding
over 36 million shares chose to transfer their shares into Sharestore
and to have future dividends paid direct to their bank account or to
reinvest them in Barclays shares. In addition, this year we have
proactively traced and returned a further £10m to shareholders who
had lost touch with the Group, reuniting these shareholders with their
assets. For the first time we offered an exclusive deal on Barclays
insurance products to our shareholders, offering special deals on
general, motor and travel insurance. Further offers are being
considered for 2006.
The main methods of communicating with private shareholders are the
Annual Report, the Annual Review, the dividend mailings and the AGM.
Our e-view service enables shareholders to receive their 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.
Annual General Meeting
All Directors are encouraged to attend the AGM and be available to
answer shareholders’ questions. It has been our 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 2005 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 our 2006 AGM will also be decided
on a poll and the results will be made available on our website on
27th April 2006.
Signed on behalf of the Board
Matthew W Barrett
Chairman
9th March 2006