Barclays 2006 Annual Report Download - page 302

Barclays PLC
Annual Report 2006
298
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 reregistered 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 reregistered 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 Annual
General Meeting (AGM) after he reaches the age of 70 although he is
eligible to stand for re-election at that meeting. The new Articles of
Association proposed to be adopted at the 2007 AGM will remove this
restriction.
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%.
(d) Redemption provisions
Subject to the Companies Act 1985, any share may be issued on terms
that it is, at the option of the Company or the holder of such share,
redeemable. The Company has no redeemable shares in issue.
(e) Calls on capital
The Directors may make calls upon the members in respect of any
monies unpaid on their shares. A person upon whom a call is made
remains liable even if the shares in respect of which the call is made
have been transferred.
(f) Variation of rights
The rights attached to any class of shares may be varied with the
sanction of an extraordinary resolution passed at a separate meeting
of the holders of the shares of that class.