Barclays 2010 Annual Report Download - page 149

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
The Barclays PLC AGM will be held at the Royal Festival Hall on Wednesday
27th April 2011. The Notice of Annual General Meeting is included in a
separate document sent to shareholders with this report. A summary of
the resolutions being proposed at the 2011 AGM is set out below.
Ordinary Resolutions
– To receive the Directors’ and Auditors’ Reports and the audited accounts
for the year ended 31st December 2010;
– To approve the Directors’ Remuneration Report for the year ended
31st December 2010;
– To re-elect each of the Directors of the Company;
– 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 new Barclays Long Term Incentive
Plan; and
– To approve and adopt the rules of the Barclays Share Value Plan.
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; and
– To permit General Meetings to continue to be called on 14 clear days’
notice.
This is only a summary of the business to be transacted at the meeting
and you should refer to the Notice of Annual General Meeting for full
details.
Going concern
The Group’s business activities and financial position; the factors likely
to affect its future development and performance; and its objectives and
policies in managing the financial risks to which it is exposed and its
capital are discussed in the Business Review.
The Directors have assessed, in the light of current and anticipated
economic conditions, the Group’s ability to continue as a going concern.
The Directors confirm they are satisfied that the Company and the Group
have adequate resources to continue in business for the foreseeable
future. For this reason, they continue to adopt the ‘going concern’ basis
for preparing accounts.
Internal control
The Directors have responsibility for ensuring that management maintain
an effective system of internal control and for reviewing its effectiveness.
Such a system is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and
not absolute assurance against material misstatement or loss. Throughout
the year ended 31st December 2010, and to date, the Group has operated
a system of internal control which provides reasonable assurance of
effective and efficient operations covering all controls, including financial
and operational controls and compliance with laws and regulations.
Processes are in place for identifying, evaluating and managing the
significant risks facing the Group in accordance with the guidance ‘Internal
Control: Revised Guidance for Directors on the Combined Code’ published
by the Financial Reporting Council. The Board regularly reviews these
processes through its principal Board Committees.
The Directors review the effectiveness of the system of internal control
semi-annually. An internal control compliance certification process
is conducted throughout the Group in support of this review. The
effectiveness of controls is periodically reviewed within the business areas.
Regular reports are made to the Board Audit Committee by management,
Internal Audit and the finance, compliance and legal functions covering
particularly financial controls, compliance and operational controls.
The Board Audit Committee monitors resolution of any identified control
issues of Group level significance through to a satisfactory conclusion.
The Group Internal Control and Assurance Framework (GICAF) describes
the Group’s approach to internal control and details Group policies and
processes. The GICAF is reviewed and approved on behalf of the Chief
Executive by the Group Governance and Control Committee.
Regular risk reports are made to the Board covering risks of Group
significance including credit risk, market risk, operational risk and legal
risk. Reports covering credit, market and operational risk, key risks, risk
measurement methodologies and risk appetite are made to the Board
Risk Committee. Further details of risk management procedures are given
in the Risk management section on pages 66 to 142.
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed under the supervision of the principal
executive and principal financial officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
International Financial Reporting Standards (IFRS) as adopted by the
European Union and the International Accounting Standards Board (IASB).
Barclays PLC Annual Report 2010 www.barclays.com/annualreport10 147
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