Barclays 2012 Annual Report Download - page 63

Remuneration
Sir John Sunderland, who became Chairman of the Remuneration
Committee in July 2012, reports on the Board Remuneration
Committee’s activities during 2012 in the remuneration report
on pages 72-103.
Relations with Shareholders
Understanding the views of shareholders
Part of the Chairman’s responsibility is ensuring that there is effective
communication with shareholders. The Chairman is in regular contact
with institutional shareholders and reports back to the Board on any
significant issues that are raised. The Group Chief Executive, Group
Finance Director and Senior Independent Director also had regular
contact with shareholders during 2012 and the Chairman of the Board
Remuneration Committee also held a series of meetings with key
shareholders to discuss the Group’s remuneration structure and policy.
During 2012, the Board received the results of an investor audit,
conducted by one of Barclays investor relations advisers, which set out
views gathered from interviews with a number of Barclays investors on
Barclays strategy, priorities, businesses, capital, funding and liquidity
and management. It also provided a view on the outlook for stock
market conditions. Directors receive a weekly briefing note from the
Group Chief Executive, which includes share price and market
information. Analyst notes are made available to Directors on
a regular basis.
Engaging effectively with investors
Barclays understands the need to engage with its investors in a
meaningful way and for such communication to be transparent to
facilitate a mutual understanding of respective objectives. Interaction
with investors falls into four main areas: institutional shareholders,
debt investors, private shareholders and the AGM.
General shareholder information can be found on Barclays
website, Barclays.com/investorrelations
AGM
The Board as a whole understands the importance of communicating
effectively with shareholders and 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. They
all attended the 2012 AGM which was held on Friday, 27 April 2012.
The Chairman as well as the Chairmen of the Board Committees were
available to answer shareholders’ questions. In accordance with best
practice, all resolutions were considered on a poll, which was
conducted by the registrar 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. The votes cast at the
meeting represented 60-67% of all the shares in issue and all
resolutions were approved.
The 2013 AGM, will be held on Thursday, 25th April 2013 at the Royal
Festival Hall in London. The Notice of AGM can be found in a separate
document, which is sent out at least 20 working days before the
meeting. The Notice of AGM and the accompanying circular, which
sets out a clear explanation of each resolution to be proposed at the
meeting, can also be found at www.Barclays.com/AGM. The
resolutions will be considered on a poll and the results will be
announced via the Regulatory News Service and made available
on our website on the same day.
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 Corporate Governance Code
As Barclays is listed on the London Stock Exchange, we comply with
the UK Corporate Governance Code (the Code). A revised Code came
into effect in 2012, applying to financial years beginning on or after
1 October 2012. Having adopted some of the provisions of the Code
early, Barclays has chosen to report in this report as though the revised
Code was in effect throughout 2012. For the year ended 31 December
2012, we have complied with the relevant provisions set out in the
Code and applied the principles of the Code as described in this report,
except as disclosed below:
 Provision A.2.1 of the Code requires that the roles of chairman and
chief executive are not exercised by the same individual. For a period
during July and August 2012, Barclays was without a Chief Executive
and Marcus Agius, the then Chairman, became full-time Chairman
and Chairman of the Executive Committee. The terms of Mr Agius’s
appointment as full-time Chairman provided that he could not
exercise any executive powers without prior discussion with the
Executive Committee. The appointment of Mr Agius as full-time
Chairman was a short term measure pending the appointment of
a new Chief Executive and, during this time, Barclays maintained
a strong non-executive Director element on the Board, including
a Deputy Chairman, who was appointed in July 2012.
 Provision D.2.2 of the Code requires that the remuneration
committee should have delegated responsibility for setting
remuneration for the Chairman. The remuneration for Sir David
Walker, who was appointed as Chairman during 2012, was set by the
non-executive Directors, led by Sir John Sunderland, Chairman of the
Board Remuneration Committee, as part of the process of appointing
the new Chairman. Barclays does not consider this to be any less
effective than delegating the question of the Chairman’s
remuneration to the Board Remuneration Committee.
Provision C.3.7 of the Code requires that the external audit contract
is put out to tender at least every ten years. This requirement is a new
provision in the Code that applies for financial years beginning on or
after 1 October 2012. Barclays external audit contract has not been
re-tendered at any time in the past ten years. Given the complexity
of the Barclays audit and the significant work that would be involved
in putting the audit out to tender, Barclays is considering how it might
comply with this provision in future, taking into account the non-
binding transitional provisions suggested by the FRC which were
issued along with the revised Code.
Further information on the Code can be found at
www.frc.org.uk
Disclosure and Transparency Rules
Certain additional information that is required to be disclosed pursuant
to DTR7.2.6 may be found in the Directors’ Report on pages 62-66.
New York Stock Exchange (NYSE)
NYSE rules permit Barclays to follow UK corporate governance practices
instead of those applied in the US, provided that any significant variations
are explained. This explanation is contained in Barclays Form 20-F filing,
which can be accessed from the Securities and Exchange Commission’s
(SEC) EDGAR database or via the website www.Barclays.com
Sir David Walker
Chairman
5 March 2013
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