Barclays 2007 Annual Report Download - page 145

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Governance
Barclays PLC Annual Report 2007 143
Statement on US Corporate Governance Standards
The statement required by NYSE is set out below.
Director independence
Under the NYSE Rules the majority of the Board should be independent.
Under the Code, at least half of the Board (excluding the Chairman) is
required to be independent. The NYSE Rules contain detailed tests for
determining Director independence, whereas the Code requires the Board
to determine whether each Director is independent in character and
judgement and sets out criteria that may be relevant to that determination.
We follow the Code’s recommendations as well as developing best
practices among other UK public companies. Our Board annually reviews
the independence of our non-executive Directors, taking into account the
guidance in the Code and the criteria we have established for determining
independence, which are described on page 136.
Board Committees
We have a Board Corporate Governance and Nominations Committee and
a Board HR and Remuneration (rather than Compensation) Committee,
both of which are broadly comparable in purpose and constitution to
those required by the NYSE Rules and whose terms of reference comply
with the Code’s requirements. Beyond the fact that the Board Corporate
Governance and Nominations Committee is chaired by the Chairman
of the Board and that the Chairman is a member of the Board HR and
Remuneration Committee, both of which are permitted by the Code,
both Committees are composed solely of non-executive Directors whom
the Board has determined to be independent. We follow the Code
recommendation that a majority of the Nominations Committee should
be independent non-executive Directors, whereas the NYSE Rules state
that the Committee must be composed entirely of independent Directors.
We comply with the NYSE Rules regarding the obligation to have a Board
Audit Committee that meets the requirements of Rule 10A-3 of the
US Securities Exchange Act, including the requirements relating to the
independence of Committee members. In April 2007, we made an Annual
Written Affirmation of our compliance with these requirements to the NYSE.
The Code also requires us to have a Board Audit Committee comprised
solely of independent non-executive Directors. We follow the Code
recommendations, rather than the NYSE Rules, however, regarding the
responsibilities of the Board Audit Committee, although both are broadly
comparable. We also have a Board Risk Committee, comprised 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.
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’.
Relations with Shareholders
Institutional investors
The Board’s priorities include communicating with shareholders, to keep
them well informed about the Company’s prospects and strategy, and
staying abreast of the views of major shareholders. To achieve this,
executive Directors and senior executives hold group and one to one
meetings with major investors. Analyst research notes are distributed to
Directors and our corporate brokers provide annual feedback to the Board.
The Investor Relations team organise roadshows, seminars, conferences,
presentations and other activities that enable the Directors to interact with
investors. Prior to each AGM, the Group Chairman, Senior Independent
Director and Company Secretary have a series of meetings with the
corporate governance representatives of our major institutional shareholders.
Private shareholders
A change in the law now allows us to communicate electronically with
our shareholders, unless they advise us that they prefer to receive paper.
We have given shareholders a choice of how to receive shareholder
communications going forward and those that receive documents
electronically will have access to shareholder documents as soon as they
are published. These new arrangements will enable us to use less paper,
which benefits the environment and lowers distribution costs for the
Group. This year we will continue to post the Annual Review, Notice of
Shareholder Meetings and proxy forms to all shareholders.
We encourage shareholders to hold their shares in Barclays Sharestore,
where shares are held electronically in a cost-effective environment.
Our e-view service enables shareholders to receive their shareholder
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.
Shareholder Meetings
The 2007 AGM was held on 26th April 2007 at the Queen Elizabeth II
Conference Centre in London. In accordance with best practice, all
resolutions were considered on a poll and the results were made available
on our website the same day. 54 percent of the shares in issue were voted
and all resolutions were approved. All Directors are encouraged to attend
the AGM and are available to answer shareholder questions. All Directors
attended the 2007 AGM, with the exception of Leigh Clifford, who, as
Chief Executive of Rio Tinto, was attending that company’s AGM and
Board meeting in Australia on that day.
An extraordinary general meeting (EGM) was held on 14th September 2007,
at our head office in London, where shareholders were asked to approve
resolutions in connection with the proposed merger with ABN AMRO.
58 percent of the shares in issue were voted on a poll and all resolutions
were approved. The Group Chairman, Senior Independent Director
and a majority of the executive Directors attended the EGM. The EGM
was followed by a Class Meeting of ordinary shareholders, at which
57 percent of the ordinary shares in issue were voted on a poll and the
resolution was approved.
The 2008 AGM will be held on 24th April 2008 at the Queen Elizabeth II
Conference Centre in London. The AGM will be followed by a Class Meeting
of ordinary shareholders. The Notice of Shareholder Meetings is enclosed
with this Annual Report as a separate document. The resolutions will be
considered on a poll and the results will be available on our website on
24th April 2008.
Signed on behalf of the Board
Marcus Agius
Group Chairman
7th March 2008