Barclays 2007 Annual Report Download - page 132

Directors’ report
130 Barclays PLC Annual Report 2007
Directors’ report
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 2007 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:
Profit Attributable
The profit attributable to equity shareholders of Barclays PLC for the year
amounted to £4,417m, compared with £4,571m in 2006.
Dividends
The final dividends for the year ended 31st December 2007 of 22.5p 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 25th April 2008
in respect of the ordinary shares registered at the close of business
on 7th March 2008 and in respect of the staff shares so registered on
31st December 2007. With the interim dividends of 11.5p per ordinary
share and of 10p per staff share that were paid on 1st October 2007, the
total distribution for 2007 is 34.0p (2006: 31.0p) per ordinary share and
20p (2006: 20p) per staff share. The dividends for the year absorb a total
of £2,253m (2006: £1,973m).
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 Aspect House, Spencer Road, Lancing 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
2008 for it to be applicable to the payment of the final dividend on
25th April 2008. 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
During the year Barclays PLC purchased in the market for cancellation
299,547,510 of its ordinary shares of 25p each, at a total cost of
£1,802,173,355, in order to minimise the dilutive effect on existing
shareholders of the issuance of a total of 336,805,556 Barclays ordinary
shares to Temasek Holdings and China Development Bank. These
transactions represent 4.5% of the issued share capital at 31st December
2007. As at 27th February 2008 (the latest practicable date for inclusion
in this report), the Company had an unexpired authority to repurchase
shares up to a maximum of 645.1 million ordinary shares.
Pages
– Key performance indicators 10-13
– Financial Review 15-71
– Risk factors 78-79
– Sustainability 72-74
which are incorporated into this report by reference.
The issued ordinary share capital was increased by 65.5m ordinary shares
during the year as a result of the exercise of options under the Sharesave
and Executive Share Option Schemes. At 31st December 2007 the issued
ordinary share capital totalled 6,600,181,801 shares. Ordinary shares
represent 99.99% of the total issued share capital and Staff shares
represent the remaining 0.01% as at 31st December 2007.
The Barclays PLC Memorandum and Articles of Association, a summary
of which can be found in the Shareholder Information section on pages
284-286, contain the following details, which are incorporated into this
report by reference:
– The structure of the Company’s capital, including the rights and
obligations attaching to each class of shares.
– Restrictions on the transfer of securities in the Company, including
limitations on the holding of securities and requirements to obtain
approvals for a transfer of securities.
– Restrictions on voting rights.
– The powers of the Directors, including in relation to issuing or buying
back shares in accordance with the Companies Act 1985. It will be
proposed at the 2008 AGM that the Directors be granted new authority
to allot under the Companies Act 1985.
– Rules that the Company has about the appointment and removal
of Directors or amendments to the Company’s Articles of Association.
Employee Benefit Trusts (‘EBTs’) operate in connection with certain of the
Group’s Employee Share Plans (‘Plans’). The Trustees of the EBTs may
exercise all rights attached to the shares in accordance with their fiduciary
duties other than as specifically restricted in the relevant Plan governing
documents. Further information on the EBTs’ voting policy can be found
on page 148.
Substantial Shareholdings
As at 27th February 2008, the Company had been notified under Rule 5
of the Disclosure and Transparency Rules of the FSA of the following
holdings of voting rights in its shares:
China Development Bank
(via its subsidiary Upper Chance Group Ltd) 3.02%
Legal & General Group plc 4.02%
Lloyds TSB Group Plc 5.01%
Substantial shareholders do not have different voting rights from those
of other shareholders. As at 27th February 2008, the Company had been
notified that Lloyds TSB Group Plc held voting rights over 329,648,746
of its ordinary shares, amounting to 5.01% of the Company’s total voting
rights, as shown above.
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 128 and 129.
Chris Lucas joined the Board as Group Finance Director on 1st April 2007
and Naguib Kheraj left the Board on 31st March 2007.
David Booth joined the Board as a non-executive Director on 1st May 2007
and Patience Wheatcroft and Sir Michael Rake were appointed as non-
executive Directors with effect from 1st January 2008.
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, the UK Combined Code on Corporate Governance
(the Code), recommends that every Director should seek re-election by
shareholders at least every three years.