Barclays 2010 Annual Report Download - page 167

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(4) Remuneration
Sir Richard Broadbent, Chairman of the Board Remuneration Committee,
reports on the Board Remuneration Committee’s activities during 2010
in the Remuneration Report, which may be found on pages 166 to 182.
(5) Relations with Shareholders
We are supportive of the UK Stewardship Code’s aims of improving
dialogue between investors and companies. Our interaction with
shareholders falls into three main areas: institutional shareholders,
private shareholders and the AGM.
Institutional Shareholders
We have a comprehensive investor relations programme, which facilitates
regular access for investors and buy-side and sell-side analysts to senior
management, so that they can interact directly on key topics. During 2010,
over 400 separate meetings were held between Management and
investors, with meetings held in London, Scotland, USA, Canada, Germany,
Ireland, Italy, Scandinavia, the Netherlands and Spain, reflecting the
international nature of our investor register. Senior management from
across the business also hosted investor and analyst meetings during
2010. In addition to direct meetings, Barclays also participates in investor
conferences intended to provide wider access to investors and analysts,
for example, Barclays Capital hosts one such event each year in New York
to support wider industry initiatives.
As Group Chairman, I have regular contact with institutional shareholders,
as do the Chief Executive, Group Finance Director and Senior Independent
Director. In particular, I meet with institutional shareholders ahead of the
AGM and report back to the Board on any significant issues that are raised.
Directors regularly receive copies of analysts’ reports and a monthly report
from the Investor Relations team, which covers matters such as share
price movement, analyst consensus, updates on market sentiment and
shareholder movements by geographic region. The Board also receives
a quarterly report on share register movements, which highlights the top
buyers and sellers of Barclays shares.
Private Shareholders
The direct engagement model we follow for our interaction with
institutional investors is impractical for large numbers of private
shareholders, however, we seek to follow industry best practice in terms
of disclosure. All documents produced for investor events are also provided
on the investor relations section of our website. We also maintain a specific
shareholder enquiry line for private shareholders to request information.
We prefer to communicate electronically with our shareholders: this is
beneficial for the environment and lowers costs for the Group. We also
encourage private shareholders to hold their shares in Barclays Sharestore,
where shares are held electronically in a cost-effective and secure
environment. Private shareholders can use our Barclays e-view service to
receive their shareholder documents electronically and to get immediate
access to information relating to their personal shareholding and dividend
history. Barclays e-view participants can also change their details and
dividend mandates online and receive dividend tax vouchers electronically.
AGM
The 2010 AGM was held on Friday 30th April 2010 at the Royal Festival
Hall 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. 62% of the shares in issue were voted and all resolutions
were approved. All Directors attended the AGM and were available to
answer shareholder questions. The 2011 AGM will be held on Wednesday
27th April 2011 at the Royal Festival Hall in London. The Notice of Annual
General Meeting 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 Wednesday 27th April 2011.
(6) Statement on US Corporate Governance Standards
The statement we are required by the NYSE to make is set out below:
‘Director Independence
NYSE Rules require the majority of the Board to be independent.
The Code requires at least half of the Board (excluding the Chairman) to
be independent. The NYSE Rules contain different tests from the Code
for determining whether a Director is independent.
We follow the Code’s recommendations as well as developing best
practices among other UK public companies. The independence of our
non-executive Directors is reviewed by the Board on an annual basis and
it takes into account the guidance in the Code and the criteria we have
established for determining independence, which are described on page 154.
Board Committees
We have a Board Corporate Governance and Nominations Committee and
a Board Remuneration (rather than Compensation) Committee, both of
which are broadly similar in purpose and constitution to the Committees
required by the NYSE Rules and whose terms of reference comply with the
Code’s requirements. The NYSE Rules state that both Committees must be
composed entirely of independent Directors. As the Group Chairman was
independent on appointment, the Code permits him to chair the Board
Corporate Governance and Nominations Committee and be a member of
the Board Remuneration Committee. Except for these appointments, both
Committees are composed solely of non-executive Directors, whom the
Board has determined to be independent. We comply with the NYSE Rules
requirement that we have a Board Audit Committee comprised solely
of independent non-executive Directors. However, we follow the
Code recommendations, rather than the NYSE Rules, 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 but the Board Corporate Governance and Nominations
Committee has developed corporate governance guidelines,
‘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 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. However, the Board does not explicitly take
into consideration the NYSE’s detailed definition of what are considered
‘material revisions’.’
Marcus Agius
Group Chairman
10th March 2011
Barclays PLC Annual Report 2010 www.barclays.com/annualreport10 165
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