Barclays 2011 Annual Report Download - page 47

Remuneration
Alison Carnwath, who became Chairman of the Remuneration Committee
in 2011, reports on the Board Remuneration Committee’s activities during
2011 in the Remuneration Report, which may be found on pages 54 to 65.
Relations with Shareholders
How do we ensure that we understand the views of our shareholders?
As Group Chairman, I am responsible for ensuring that there is effective
communication with shareholders. I am in regular contact with institutional
shareholders and, in particular, I met with institutional shareholders ahead
of the 2011AGM and reported back to the Board on any significant issues
that were raised. The Chief Executive, Group Finance Director and Senior
Independent Director also had regular contact with shareholders and the
Chairman of the Board Remuneration Committee met with key
shareholders to discuss the Group’s remuneration structure and policy.
In addition, all Directors had the opportunity to attend an investor
seminar, which was held in June 2011.
During 2011, the Board received an update on the Group’s Investor
Relations strategy, which included an update on key market issues raised
by our owners, investor relations objectives and activities, share price
performance and the share register profile. We also received the results
of an investor audit carried out by one of our advisers, which provided an
insight into market issues and institutional perceptions of our strategy,
management and key issues. In late 2011, the Board also held a session
on bank sector valuations, gaining an insight into how the market values
banks and the factors influencing the market’s valuation.
How do we engage effectively with our shareholders?
We understand the need to be transparent in our dialogue and
communications with our shareholders. We are supportive of the UK
Stewardship Code’s aims of improving dialogue between investors and
companies and strive to facilitate meaningful engagement with our
shareholders. Our interaction with our shareholders falls into three main
areas: institutional shareholders, private shareholders and the AGM.
General shareholder information can be found on our website,
www.barclays.com/investorrelations.
Institutional Shareholders
We have an active and dedicated investor relations team that manages
a planned and 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.
Overall in 2011, over 400 separate meetings took place between
management and investors, at venues in London, Scotland, USA, Canada,
France, Germany, Spain, Ireland, Italy, Scandinavia, Switzerland, the
Netherlands, the Middle East, Japan and China, reflecting the international
nature of our investor register. Senior management from across the
business also hosted investor and analyst meetings during 2011 including
our quarterly reporting presentations and an investor seminar in June
2011. In addition to direct meetings, Barclays also participates in investor
conferences intended to provide wider access to investors and analysts
and took part in 17 such conferences in 2011. Our website also provides
information for our debt investors, including information on our credit
ratings, capital ratios, senior and subordinated debt securities, and
securitisation and covered bond transactions.
Private Shareholders
As we have a large private shareholder base, it is impractical
to communicate with our private shareholders using the same
direct engagement model we follow for our institutional shareholders.
Nevertheless, as we understand the need to treat all shareholders
fairly, we follow industry best practice in terms of disclosure. To this end,
we ensure that all documents produced for investor events are also
provided on the investor relations section of our website. A wide range
of information for all our shareholders can also be found on the site.
We also maintain a specific shareholder enquiry line with our registrars
for private shareholders to request information. To ensure our registrars
continue to provide the highest quality of service to our shareholders, we
regularly monitor their operational performance via monthly meetings.
We believe that communicating electronically with our shareholders
is beneficial for the environment and lowers costs for the Group.
We therefore actively encourage private shareholders to use our e-view
service to receive their shareholder documents electronically and to get
immediate access to information relating to their personal shareholding
and dividend history. Shareholders can sign up to our e-view service at
www.eviewsignup.co.uk/. Barclays e-view participants can also change
their details and dividend mandates online and receive dividend tax
vouchers electronically. We also encourage our private shareholders to
hold their shares in Barclays Sharestore, where shares are held
electronically in a cost-effective and secure environment.
Private shareholders can discuss their concerns with us by email:
[e-mail] or in writing to Shareholder
Relations at Barclays PLC, 1 Churchill Place, London E14 5HP.
AGM
The 2011 AGM was held on Wednesday 27 April 2011 at the Royal Festival
Hall in London. In accordance with best practice, all resolutions were
considered on a poll, which was conducted by our registrars and monitored
by independent scrutineers. The results, along with proxy votes lodged prior
to the meeting, were made available on our website the same day. 63% of
the shares in issue were voted and all resolutions were approved.
The Board as a whole is committed to the constructive use of the AGM
to meet with shareholders, hear their views and to answer their questions.
All Directors are required to attend the AGM and all Directors attended the
2011 AGM, where the Chairmen of the Board Committees and I were
available to answer shareholders’ questions. I look forward to meeting you
at the 2012 AGM, which will be held on Friday 27 April 2012 at the Royal
Festival Hall in London. The Notice of Meeting can be found in a separate
document. The resolutions will be considered on a poll and the results will
be announced via the Regulatory News Service (RNS) and made available
on our website on the same day. Copies of the AGM speeches will also be
released via RNS and posted on our website. Shareholders unable to attend
the AGM are encouraged to vote in advance of the meeting via www.
barclays.com/investorrelations/vote. They may also submit questions to
the Board by writing to Shareholder Relations at the address given above.
Statements of Compliance
UK Combined Code on Corporate Governance
As Barclays is listed on the London Stock Exchange, we comply with
the UK Corporate Governance Code (the Code). For the year ended
31 December 2011, we have complied with the relevant provisions set
out in the Code and applied the principles of the Code as described in this
report. Further information on the Code can be found at www.frc.org.uk.
Disclosure and Transparency Rules (DTR)
Certain additional information that is required to be disclosed pursuant
to DTR7.2.6 may be found in the Directors’ Report on pages 46 to 49.
New York Stock Exchange
NYSE rules permit Barclays to follow UK corporate governance practices
instead of those applied in the USA, provided that any significant
variations are explained. This explanation will be contained in our Form
20-F filing, which can be accessed from the Securities and Exchange
Commission’s (SEC) EDGAR database or via our website.
Marcus Agius
Group Chairman
7 March 2012
Barclays PLC Annual Report 2011 www.barclays.com/annualreport 45
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