Barclays 2006 Annual Report Download - page 118

Report of the Directors
Business Review
The Company is required to set out in this report a fair review of the
business of the Group during the financial year ended 31st December
2006 and of the position of the Group at the end of the financial year
and a description of the principal risks and uncertainties facing the
Group (known as a ‘Business Review’).
The information that fulfils the requirements of the Business Review
can be found in the following sections of the Annual Report:
•‘Financial highlights and performance indicators’ pages 2-3
•Financial Review pages 15-63
•Risk factors pages 64-66
•Corporate responsibility pages 143-146
which are incorporated into this report by reference.
Profit Attributable
The profit attributable to equity shareholders of Barclays PLC for the
year amounted to £4,571m, compared with £3,447m in 2005.
Dividends
The final dividends for the year ended 31st December 2006 of 20.5p per
ordinary share of 25p each and 10p per staff share of £1 each have been
agreed by the Directors. The final dividends will be paid on 27th April
2007 in respect of the ordinary shares registered at the close of business
on 9th March 2007 and in respect of the staff shares so registered on
31st December 2006. With the interim dividends of 10.5p per ordinary
share and of 10p per staff share that were paid on 2nd October 2006,
the total distribution for 2006 is 31p (2005: 26.6p) per ordinary share
and 20p (2005: 20p) per staff share. The dividends for the year absorb
a total of £1,973m (2005: £1,687m).
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, and are not 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 4th April 2007 for it to be applicable to the payment of
the final dividend on 27th April 2007. 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
The Company did not repurchase any shares during the year. As at
27th February 2007 (the latest practicable date for inclusion in this
report), the Company had an unexpired authority to repurchase shares
up to a maximum of 968.6 million ordinary shares.
The issued ordinary share capital was increased by 45.1million ordinary
shares during the year as a result of the exercise of options under the
Sharesave and Executive Share Option Schemes. At 31st December
2006 the issued ordinary share capital totalled 6,534,698,021 shares.
Substantial Shareholdings
Until 19th January 2007, persons with notifiable interests in the
Company’s shares were required to notify the Company of such
interests under sections 198 to 208 of the Companies Act 1985.
As at 19th January 2007, the Company had been notified of the
following notifiable interest in its shares:
Legal & General Group plc 3.59%
On 20th January 2007 the Companies Act 1985 provisions in respect
of substantial shareholdings were repealed and the Disclosure and
Transparency Rules of the FSA came into force.
As at 27th February 2007, the Company had been notified under Rule 5
of the Disclosure and Transparency Rules of the FSA of the following
holding of voting rights in its shares:
Legal & General Group plc 3.70%.
Board Membership
The membership of the Boards of Directors of Barclays PLC and Barclays
Bank PLC is identical and biographical details of the Board members
are set out on pages 112 and 113. Frits Seegers was appointed as an
executive Director with effect from 10th July 2006. Fulvio Conti and
Marcus Agius were appointed as non-executive Directors with effect
from 1st April 2006 and 1st September 2006 respectively. Sir David
Arculus retired from the Board on 27th April 2006 and Robert Steel
retired from the Board on 11th October 2006. Matthew Barrett and
David Roberts left the Board on 31st December 2006.
Chris Lucas will join the Board as Group Finance Director on 1st April
2007 and Naguib Kheraj will leave the Board on 31st March 2007.
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 (the Code), every Director should seek
re-election by shareholders at least every three years.
The Directors retiring by rotation at the 2007 AGM and offering
themselves for re-election are Stephen Russell, Leigh Clifford, Sir Andrew
Likierman and John Varley. Sir Nigel Rudd retires annually in accordance
with the Code and is offering himself for re-election. In addition, Frits
Seegers and Marcus Agius, who were appointed as Directors since the
last AGM, will be offering themselves for re-election at the 2007 AGM.
Chris Lucas, who will join the Board on 1st April 2007, will also offer
himself for re-election at the 2007 AGM.
Directors’ Interests
Directors’ interests in the shares of the Group on 31st December 2006,
according to the register maintained under the Companies Act 1985,
are shown on page 140. The register is available for inspection during
business hours at the Group’s head office and will be available for
inspection at the 2007 AGM.
Directors’ report
Barclays PLC
Annual Report 2006
114