Barclays 2010 Annual Report Download - page 146

Directors’ report
continued
Warrants
On 31st October 2008, Barclays PLC issued, in conjunction with a
simultaneous issue of Reserve Capital Instruments issued by Barclays Bank
PLC, warrants to subscribe for up to 1,516.9 million new ordinary shares
at a price of £1.97775 to Qatar Holding LLC and HH Sheikh Mansour Bin
Zayed Al Nahyan. As at 31st December 2010 there were unexercised
warrants to subscribe for 379.2 million ordinary shares. These warrants may
be exercised at any time up to close of business on 31st October 2013.
If there is a change of control of Barclays PLC following a takeover bid,
Barclays PLC must (so far as legally possible) use all reasonable
endeavours to cause the corporation which then controls Barclays PLC
to execute a deed poll providing that the holders of the warrants shall
have the right (during the period in which the warrants are exercisable)
to exercise the warrants into the class and amount of shares and other
securities and property receivable upon such a takeover by the holders
of the number of ordinary shares as would have been issued on exercise of
the warrants had such warrants been exercised immediately prior to the
completion of such takeover.
The warrants contain provisions for the adjustment of the gross number
of ordinary shares in the event of the occurrence of certain dilutive events
including, amongst others, extraordinary dividends, bonus issues,
alterations to the nominal value of ordinary shares and rights issues.
Substantial Shareholdings
Substantial shareholders do not have different voting rights from those of
other shareholders. As at 4th March 2011, 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:
Holder
Number of
Barclays Shares
% of total
voting rights
attaching
to issued
share capital
Number of
warrants
% of total
voting rights
attaching
to issued
share capitala
BlackRock, Inc.b805,969,166 7.06 – –
Qatar Holding LLC 813,964,552 6.76 379,218,809 3.15
Nexus Capital
Investing Ltd 758,437,618 6.30 – –
Legal & General
Group Plc 480,805,132 3.99 – –
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 9 to 11. Dambisa Moyo and Alison Carnwath were
appointed as non-executive Directors with effect from 1st May 2010 and
1st August 2010 respectively. Leigh Clifford and John Varley left the Board
on 30th September 2010 and 31st December 2010 respectively.
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 Corporate Governance Code (the Code),
recommends that all Directors of FTSE 350 companies should be subject
to annual re-election.
At the 2010 AGM, the Group Chairman, Deputy Chairman and Chairmen
of each principal Board Committee stood for re-election, together with
those Directors required to retire by rotation. Going forward, all members
of the Board will offer themselves for annual re-election, in accordance
with the Code, unless the Board determines that there may be a conflict
of interest between the long-term interests of Barclays and the short-term
uncertainty of voting.
Directors’ Interests
Directors’ interests in the shares of the Group on 31st December 2010
are shown on pages 176 and 177.
Directors’ Emoluments
Information on emoluments of Directors of Barclays PLC, in accordance
with the Companies Act 2006 and the Listing Rules of the United Kingdom
Listing Authority, is given in the Remuneration report on pages 166 to 182
and in Note 40 to the accounts.
Directors’ Indemnities
The Board believes that it is in the best interests of the Group to attract
and retain the services of the most able and experienced Directors by
offering competitive terms of engagement, including the granting of
indemnities on terms consistent with the applicable statutory provisions.
Qualifying third party indemnity provisions (as defined by section 234 of
the Companies Act 2006) were accordingly in force during the course
of the financial year ended 31st December 2010 for the benefit of the then
Directors and, at the date of this report, are in force for the benefit of the
Directors in relation to certain losses and liabilities which they may incur
(or have incurred) in connection with their duties, powers or office.
Activities and likely Future Developments
The Group is a major global financial services provider engaged in
retail banking, credit cards, corporate and investment banking and
wealth management. The Group operates through branches, offices
and subsidiaries in the UK and overseas. An indication of likely future
developments is set out in the Chief Executive’s Review on pages 15
and 16 and in the Business Review on pages 18 to 23.
Notes
a The percentages of voting rights detailed above have been calculated without including
the new shares to be issued when the warrants are exercised. This results in the
percentage figures being artificially high.
b The number of Barclays shares includes 8,003,236 contracts for difference to which voting
rights are attached.
144 Barclays PLC Annual Report 2010 www.barclays.com/annualreport10