Barclays 2012 Annual Report Download - page 348

Articles of Association
The Company was incorporated in England on 20 July 1896 under the
Companies Acts 1862 to 1890 as a company limited by shares and
was reregistered in 1982 as a public limited company under the
Companies Acts 1948 to 1980. The Company is registered under
company number 48839. The Company was reregistered as Barclays
PLC on 1 January 1985.
Under the Companies Act 2006 (Act) a company’s Memorandum of
Association now need only contain the names of the subscribers and
the number of shares each subscriber has agreed to take. For
companies in existence as of 1 October 2009, all other provisions
which were contained in the company’s Memorandum of Association,
including the company’s objects, are now deemed to be contained in
the company’s articles. The Act also states that a company’s objects
are unrestricted unless that company’s articles provide otherwise.
Barclays PLC adopted new Articles of Association at its Annual General
Meeting (AGM) on 30 April 2010 to reflect these changes and as a
result its objects are now unrestricted.
The Company may, by Special Resolution, amend its Articles of
Association. In addition to the changes referred to above, the Articles
of Association adopted at the 2010 AGM updated the Articles of
Association to reflect the implementation of the remaining provisions
of the Companies Act 2006. The following is a summary of the current
Articles of Association (Articles):
Directors
(i) The minimum number of Directors (excluding alternate Directors)
is five. There is no maximum limit. There is no age limit for
Directors.
(ii) Excluding executive remuneration and any other entitlement to
remuneration for extra services (including service on board
committees) under the Articles, a Director is entitled to a fee at a
rate determined by the Board but the aggregate fees paid to all
Directors shall not exceed £2,000,000 per annum or such higher
amount as may be approved by an ordinary resolution of the
Company. Each Director is entitled to reimbursement for all
travelling, hotel and other expenses properly incurred by him/her
in or about the performance of his/her duties.
(iii) No Director may act (either himself/herself or through his/her
firm) as an auditor of the Company. A Director may hold any other
office of the Company on such terms as the Board shall determine.
(iv) At each AGM of the Company, one third of the Directors (rounded
down) are required to retire from office by rotation and may offer
themselves for re-election. The Directors so retiring are those who
have been longest in office (and in the case of equality of service
length are selected by lot). Other than a retiring Director, no
person shall (unless recommended by the Board) be eligible for
election unless a member notifies the Company Secretary in
advance of his/her intention to propose a person for election.
(v) The Board has the power to appoint additional Directors or to fill a
casual vacancy amongst the Directors. Any Director so appointed
holds office until the next AGM, when he/she may offer himself/
herself for re-election. He/she is not taken into account in
determining the number of Directors retiring by rotation.
(vi) The Board may appoint any Director to any executive position or
employment in the Company on such terms as they determine.
(vii) A Director may appoint either another Director or some other
person approved by the Board to act as his/her alternate with
power to attend Board meetings and generally to exercise the
functions of the appointing Director in his/her absence (other
than the power to appoint an alternate).
(viii) The Board may authorise any matter in relation to which a
Director has, or can have, a direct interest that conflicts, or
possibly may conflict with, the Company’s interests. Only Directors
who have no interest in the matter being considered will be able to
authorise the relevant matter and they may impose limits or
conditions when giving authorisation if they think this is
appropriate.
(ix) A Director may hold positions with or be interested in other
companies and, subject to legislation applicable to the Company
and the FSA’s requirements, may contract with the Company or
any other company in which the Company is interested. A Director
may not vote or count towards the quorum on any resolution
concerning any proposal in which he/she (or any person
connected with him/her) has a material interest (other than by
virtue of his/her interest in securities of the Company) or if he/she
has a duty which conflicts or may conflict with the interests of the
Company, unless the resolution relates to any proposal:
(a) to indemnify a Director or provide him/her with a guarantee
or security in respect of money lent by him/her to, or any
obligation incurred by him/her or any other person for the
benefit of (or at the request of), the Company (or any other
member of the Group);
(b) to indemnify or give security or a guarantee to a third party in
respect of a debt or obligation of the Company (or any other
member of the Group) for which the Director has personally
assumed responsibility;
(c) to obtain insurance for the benefit of Directors;
(d) involving the acquisition by a Director of any securities of the
Company pursuant to an offer to existing holders of
securities or to the public;
(e) that the Director underwrite any issue of securities of the
Company (or any of its subsidiaries);
(f) concerning any other company in which the Director is
interested as an officer or creditor or shareholder but, broadly,
only if he/she (together with his/her connected persons) is
directly or indirectly interested in less than 1% of either any
class of the issued equity share capital or of the voting rights
of that company; and
(g) concerning any other arrangement for the benefit of
employees of the Company (or any other member of the
Group) under which the Director benefits or stands to benefit
in a similar manner to the employees concerned and which
does not give the Director any advantage which the
employees to whom the arrangement relates would not
receive.
(x) A Director may not vote or be counted in the quorum on any
resolution which concerns his/her own employment or
appointment to any office of the Company or any other company
in which the Company is interested.
barclays.com/annualreport346 I Barclays PLC Annual Report 2012
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