Barclays 2009 Annual Report Download - page 152

150 Barclays PLC Annual Report 2009 www.barclays.com/annualreport09
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 item E.4 (trade creditors) in format I of Schedule 1
of these Regulations applied, the trade creditor payment days for Barclays
Bank PLC for 2009 were 27 days (2008: 24 days). This is an arithmetical
calculation and does not necessarily reflect our practice, which is described
above, nor the experience of any individual creditor.
Essential Business Contracts
There are no persons with whom the Group has contractual or other
arrangements that are considered essential to the business of the Group.
Contracts of Significance
Under the terms of a stock purchase agreement dated 16th June 2009
which was entered into by and among Barclays Bank PLC, Barclays PLC and
BlackRock, Inc. (BlackRock), Barclays agreed to sell BGI to BlackRock. The
sale completed on 1st December 2009 following the receipt of all necessary
shareholder and regulatory approvals and satisfaction of other closing
conditions. The consideration at completion was US$15.2bn (£9.5bn),
including 37.567 million new BlackRock shares, giving Barclays an economic
interest of 19.9% of the enlarged BlackRock group. Barclays has provided
BlackRock with customary warranties and indemnities in connection with
the sale. Barclays Bank will also continue to provide support in respect of
certain BGI cash funds until December 2013 and indemnities in respect
of certain of BGI’s fully collateralised securities lending activities until
30th November 2012.
Research and development
In the ordinary course of business the Group develops new products and
services in each of its business units.
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 on pages 122 to 132 under the headings,
‘Barclays risk management strategy’, ‘Credit risk management’, ‘Market risk
management’, ‘Liquidity risk management’ and ‘Derivatives’ and in Note 14
and Notes 47 to 49 to the accounts.
Events after the Balance Sheet Date
On 1st January 2010, the Group acquired 100% ownership of Standard Life
Bank Plc for a consideration of £227m in cash. The assets acquired include
a savings book of approximately £5.8bn, and a mortgage book with
outstanding balances of approximately £7.5bn.
As announced on 3rd November 2009, the Group has made changes
to its business structure, which will be reflected in the Group’s external
financial reporting for periods commencing 1st January 2010. The segmental
information presented in this Annual Report represents the business
segments and other operations used for management and reporting
purposes during the year ended 31st December 2009.
On 17th February 2010, 626.8 million of the 758.4 million warrants
held by PCP Gulf Invest 3 Limited (a subsidiary of Nexus Capital Investing
Limited) were exercised for an aggregate exercise price of approximately
£1,240m. As a result 626.8 million new ordinary shares were issued
representing a 5.2% ownership in the Group’s enlarged share capital.
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 page 162 and Note 9 to the accounts. PricewaterhouseCoopers LLP
have been the Company’s auditors for many years. Having reviewed the
independence and effectiveness of the external auditors, the Committee
has not considered it necessary to date to require them to tender for the
audit work. The external auditors are required to rotate the audit partners
responsible for the Group and subsidiary audits every five years. The current
lead audit partner, who has now been in place for five years, will be replaced
for the 2010 year-end. There are no contractual obligations restricting the
Company’s choice of external auditor. 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 2010 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 ought to have taken as a Director in
order to make himself 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
The Barclays PLC AGM will be held at the Royal Festival Hall on Friday
30th April 2010. The Notice of Meeting is included in a separate document
sent to shareholders with this report. A summary of the resolutions being
proposed at the 2010 AGM is set out below.
Ordinary Resolutions
– To receive the Directors’ and Auditors’ Reports and the audited accounts
for the year ended 31st December 2009.
– To approve the Directors’ Remuneration Report for the year ended
31st December 2009.
– To re-elect the following Directors:
Reuben Jeffery III
Marcus Agius
David Booth
Sir Richard Broadbent
Sir Michael Rake
Sir Andrew Likierman
Chris Lucas
– 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 political donations
and incur political expenditure.
– To renew the authority given to Directors to allot securities.
– To approve and adopt the rules of the Barclays Group SAYE Share
Option Scheme.
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 permit General Meetings to continue to be called on 14 clear days’ notice.
– To adopt new Articles of Association.
This is only a summary of the business to be transacted at the meetings
and you should refer to the Notice of Meeting for full details.
By order of the Board
Lawrence Dickinson
Company Secretary
9th March 2010
Directors’ report
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