Barclays 2008 Annual Report Download - page 320

Shareholder information
Memorandumand Articles of Association
The Company was incorporated in England 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 and the business of banking in all its aspects.
Directors
(i)The minimum number of Directors (excluding alternate Directors)is
five. There is no maximum limit. There is no age limit for Directors.
(ii)Excluding executive remuneration and any other entitlement to
remuneration for extra services (including service on board committees)
under the Articles, a Director is entitled to a fee at a rate determined
by the Board but the aggregate fees paid to all Directors shall not exceed
£1,000,000 per annum or such higher amount as may be approved
by an ordinary resolution of the Company. Each Director is entitled to
reimbursement for all travelling, hotel and other expenses properly
incurred by him/her in or about the performance of his/her duties.
(iii)No Director may act (either himself/herself or through his/her firm)
as an auditor of the Company. A Director may hold any other office of the
Company on such terms as the Board shall determine.
(iv)At each annual general meeting (‘AGM’) of the Company, one third of
the Directors (rounded down)are required to retire from office by rotation
and may offer themselves for re-election. The Directors so retiring are
those who have been longest in office (and in the case of equality of
service length are selected by lot).Other than a retiring Director, no person
shall (unless recommended by the Board)be eligible for election unless
a member notifies the Company Secretary in advance of his/her intention
to propose a person for election.
(v)The Board has the power to appoint additional Directors or to fill a
casual vacancy amongst the Directors. Any Director so appointed holds
office until the next AGM, when he/she may offer himself/herself for
re-election. He/she is not taken into account in determining the number
of Directors retiring by rotation.
(vi)The Board may appoint any Director to any executive position or
employment in the Company on such terms as they determine.
(vii)A Director may appoint either another Director or some other person
approved by the Board to act as his/her alternate with power to attend
Board meetings and generally to exercise the functions of the appointing
Director in his/her absence (other than the power to appoint an alternate).
(viii)From 1st October 2008, the Board may authorise any matter in
relation to which a Director has, or can have, a direct interest that conflicts,
or possibly may conflict with, the Company’s interests. Only Directors who
have no interest in the matter being considered will be able to authorise
the relevant matter and they may impose limits or conditions when giving
authorisation if they think this is appropriate.
(ix)A Director may hold positions with or be interested in other companies
and, subject to legislation applicable to the Company and the FSA’s
requirements, may contract with the Company or any other company
in which the Company is interested. A Director may not vote or count
towards the quorum on any resolution concerning any proposal in which
he/she (or any person connected with him/her)has a material interest
(other than by virtue of his/her interest in securities of the Company)
or if he/she has a duty which conflicts or may conflict with the interests
of the Company, unless the resolution relates to any proposal:
(a)to indemnify a Director or provide him/her with a guarantee or
security in respect of money lent by him/her to, or any obligation
incurred by him/her or any other person for the benefit of (or at
the request of),the Company (or any other member of the Group);
(b)to indemnify or give security or a guarantee to a third party in respect
of a debt or obligation of the Company (or any other member of the
Group)for which the Director has personally assumed responsibility;
(c)to obtain insurance for the benefit of Directors;
(d)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;
318 Barclays PLC Annual Report 2008 |Find out more at www.barclays.com/annualreport08
(e)that the Director underwrite any issue of securities of the Company
(or any of its subsidiaries);
(f)concerning any other company in which the Director is interested
as an officer or creditor or shareholder but, broadly, only if he/she
(together with his/her connected persons)is directly or indirectly
interested in less than 1% of either any class of the issued equity
share capital or of the voting rights of that company; and
(g)concerning any other arrangement for the benefit of employees
of the Company (or any other member of the Group)under which
the Director benefits or stands to benefit 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.
(x)A Director may not vote or be counted in the quorum on any resolution
which concerns his/her own employment or appointment to any office of
the Company or any other company in which the Company is interested.
(xi)Subject to applicable legislation, the provisions described in sub-
paragraphs (ix)and (x)may be relaxed or suspended by an ordinary
resolution of the members of the Company or any applicable
governmental or other regulatory body.
(xii) A Director is required to hold an interest in ordinary shares having
a nominal value of at least £500, which currently equates to 2,000
Ordinary Shares unless restricted from acquiring or holding such interest
by any applicable law or regulation or any applicable governmental or
other regulatory body. A Director may act before acquiring those shares
but must acquire the qualification shares within two months from
his/her appointment. Where a Director is unable to acquire the requisite
number of shares within that time owing to law, regulation or requirement
of any governmental or other relevant authority, he/she must acquire the
shares as soon as reasonably practicable once the restriction(s) end.
(xiii) The Board may exercise all of the powers of the Company to borrow
money, to mortgage or charge its undertaking, property and uncalled
capital and to issue debentures and other securities.
Classes of share
The Company only has Ordinary Shares in issue. However, the Company
has authorised but unissued preference shares of £100, $100, $0.25,
¤100 and ¥10,000 each (together, the ‘Preference Shares’) which may
(pursuant to a resolution passed by the shareholders of the Company at
the AGM) be issued by the Board from time to time in one or more series
with such rights and subject to such restrictions and limitations as the
Board may determine. The Company also has authorised but unissued
staff shares of £1 each. The Articles of Association contain provisions to
the following effect:
(i) Dividends
Subject to the provisions of the Articles and applicable legislation, the
Company in General Meeting may declare dividends on the Ordinary Shares
by ordinary resolution, but such dividend may not exceed the amount
recommended by the Board. The Board may also pay interim or final
dividends if it appears they are justified by the Company’s financial position.
Each Preference Share confers the right to a non-cumulative preferential
dividend (‘Preference Dividend’) payable in such currency at such rates
(whether fixed or calculated by reference to or in accordance with a
specified procedure or mechanism), on such dates and on such other
terms as may be determined by the Board prior to allotment thereof.
The Preference Shares rank in regard to payment of dividend in priority
to the holders of Ordinary Shares and any other class of shares in the
Company ranking junior to the Preference Shares.
Dividends may be paid on the Preference Shares if, in the opinion of the
Board, the Company has sufficient distributable profits, after payment in
full or the setting aside of a sum to provide for all dividends payable on
(or in the case of shares carrying a cumulative right to dividends, before)
the relevant dividend payment date on any class of shares in the Company
ranking pari passu with or in priority to the relevant series of Preference
Shares as regards participation in the profits of the Company.
If the Board considers that the distributable profits of the Company
available for distribution are insufficient to cover the payment in full of
Preference Dividends, Preference Dividends shall be paid to the extent
of the distributable profits on a pro rata basis.