Barclays 2007 Annual Report Download - page 134

Directors’ report
132 Barclays PLC Annual Report 2007
Barclays monitors its health and safety performance using a variety of
measurements on a monthly basis and the Board HR and Remuneration
Committee receives annual reports on health and safety performance
from the Human Resource Director. As part of its Partnership Agreement
with Unite (Amicus section), Barclays currently funds full time Health
and Safety Representatives.
Creditors’ Payment Policy
Barclays values its suppliers and acknowledges the importance of paying
invoices, especially those of small businesses, in a timely manner. It is the
Group’s practice to agree terms with suppliers when entering into contracts.
We negotiate with suppliers on an individual basis and meet our obligations
accordingly. The Group does not follow any specific published code or
standard on payment practice.
Paragraph 12(3) of Schedule 7 of the Companies Act 1985 requires
disclosure of trade creditor payment days. Disclosure is required by the
Company, rather than the Group. The Group’s principal trading subsidiary
in the UK is Barclays Bank PLC, the accounts for which are prepared in
accordance with International Financial Reporting Standards. The
components for the trade creditor calculation are not easily identified.
However, by identifying as closely as possible the components that would
be required if Schedule 4 of the Companies Act 1985 applied, the trade
creditor payment days for Barclays Bank PLC for 2007 were 27 days
(2006: 28 days). This is an arithmetical calculation and does not necessarily
reflect our practice, which is described above, nor the experience of any
individual creditor.
Financial Instruments
The Group’s financial risk management objectives and policies, including
the policy for hedging each major type of forecasted transaction for which
hedge accounting is used, and the exposure to market risk, credit risk and
liquidity risk are set out in pages 75 to 108 under the headings, ‘Barclays
approach to risk management’, ‘Credit Risk Management’, ‘Market risk
management’, ‘Liquidity Management’ and ‘Derivatives’ and in Note 14
and Notes 45 to 48 to the accounts.
Events after the Balance Sheet Date
On 3rd March 2008, Barclays entered into an agreement with Petropavlovsk
Finance (Limited Liability Society) to acquire 100% of the Russian bank,
Expobank, for a consideration of approximately $745m (£373m). The
transaction is expected to close in summer 2008 after the receipt of
appropriate regulatory approvals. Expobank focuses principally on Western
Russia, with a substantial presence in Moscow and St Petersburg. Founded
in 1994, it has grown rapidly and comprises a blend of retail and commercial
banking, operating 32 branches and dealing with a range of corporate
and wholesale clients. As at 31st December 2007, Expobank had net
assets of $186m (£93m).
The Auditors
The Board Audit Committee reviews the appointment of the external
auditors, as well as their relationship with the Group, including monitoring
the Group’s use of the auditors for non-audit services and the balance
of audit and non-audit fees paid to the auditors. More details on this can
be found on pages 138 and 139 and Note 9 to the accounts. Having
reviewed the independence and effectiveness of the external auditors,
the Committee has recommended to the Board that the existing auditors,
PricewaterhouseCoopers LLP, be reappointed. PricewaterhouseCoopers
LLP have signified their willingness to continue in office and ordinary
resolutions reappointing them as auditors and authorising the Directors
to set their remuneration will be proposed at the 2008 AGM.
So far as each of the Directors are aware, there is no relevant audit
information of which the Company’s auditors are unaware. Each of the
Directors has taken all the steps that he or she ought to have taken as a
Director in order to make himself or herself aware of any relevant audit
information and to establish that the Company’s auditors are aware of
that information. For these purposes, ‘relevant audit information’ means
information needed by the Company’s auditors in connection with
preparing their report.
The Annual General Meeting and
Class Meeting of Ordinary Shareholders
The Barclays PLC AGM will be held at The Queen Elizabeth II Conference
Centre on Thursday 24th April 2008. The Notice of AGM is included
in a separate document sent to shareholders with this report. A summary
of the resolutions being proposed at the 2008 AGM is set out below:
Ordinary Resolutions
– To receive the Directors’ and Auditors’ Reports and the audited accounts
for the year ended 31st December 2007.
– To approve the Directors’ Remuneration Report for the year ended
31st December 2007.
– To re-elect the following Directors:
– David Booth;
– Sir Michael Rake;
– Patience Wheatcroft;
– Fulvio Conti;
– Gary Hoffman;
– Sir John Sunderland; and
– 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 Barclays PLC and its subsidiaries to make EU political
donations and incur EU political expenditure.
– To renew the authority given to the Directors to allot securities.
Special Resolutions
– To renew the authority given to the Directors to allot securities for cash
other than on a pro-rata basis to shareholders and to sell treasury shares.
– To renew the Company’s authority to purchase its own shares.
– To authorise the purchase of staff shares.
– To create preference shares.
– To adopt new Articles of Association.
A Class Meeting of ordinary shareholders will be held at the conclusion of
the AGM to consider an extraordinary resolution approving the creation
of preference shares.
This is only a summary of the business to be transacted at the meetings
and you should refer to the Notice of Shareholder Meetings for full details.
By order of the Board
Lawrence Dickinson
Company Secretary
7th March 2008