Barclays 2012 Annual Report Download - page 66

Exercisability of rights under an employee share scheme
Employee Benefit Trusts (EBTs) operate in connection with certain of
the Group’s Employee Share Plans (Plans). The trustees of the EBTs
may exercise all rights attached to the shares in accordance with their
fiduciary duties other than as specifically restricted in the relevant Plan
governing documents. The trustees of the EBTs have informed the
Company that their normal policy is to abstain from voting in respect of
the Barclays shares held in trust. The trustees of the Global
Sharepurchase EBT and UK Sharepurchase EBTs may vote in respect of
Barclays shares held in the EBTs, but only as instructed by participants
in those Plans in respect of their Parternership shares and (when
vested) Matching and Dividend shares. The trustees will not otherwise
vote in respect of shares held in the Sharepurchase EBTs.
Special rights
There are no persons holding securities that carry special rights with
regard to the control of the Company.
Substantial shareholders
Substantial shareholders do not have different voting rights from those
of other shareholders. Information provided to the Company by
substantial shareholders pursuant to the Financial Services Authority’s
(FSA) Disclosure and Transparency Rules (DTR) is published via a
Regulatory Information Service and is available on the Company’s
website. As at 31 December 2012, the Company had been notified
under Rule 5 of the DTR of the following holdings of voting rights in
its shares.
Person interested
Number of
Barclays Shares
% of total voting
rights attaching to
issued share capitala
His Highness Sheikh Mansour
Bin Zayed Al Nahyanb858,546,492 7.02
Qatar Holding LLCc813,964,552 6.65
BlackRock, Inc.d805,969,166 7.06
Legal & General Group plce480,805,132 3.99
The Capital Group Companies Incf371,944,325 3.04
Powers of the Directors to issue or buy back the Company’s shares
The powers of the Directors are determined by the Companies Act 2006
and the Company’s Articles. The Directors are authorised to issue and
allot shares, and to repurchase shares subject to annual shareholder
approval at the AGM. Such authorities were granted by shareholders at
the 2012 AGM. It will be proposed at the 2013 AGM that the Directors
be granted new authorities to allot and buy-back shares.
Repurchase of shares
The company did not repurchase any of its Ordinary Shares during
2012 (2011: none). As at 28 February 2013, the Company had an
unexpired authority to repurchase Ordinary Shares up to a maximum
of 1,220,174,570 Ordinary Shares.
Change of control
Warrants issued by Barclays PLC provided that if there is a change of
control of Barclays PLC following a takeover bid, Barclays PLC must
(so far as legally possible) use all reasonable endeavours to cause the
corporation which then controls Barclays PLC to execute a deed poll
providing that holders of the Warrants shall have the right (during the
period in which the Warrants are exercisable) to exercise the Warrants
into the class and amount of shares and other securities and property
receivable upon such a takeover by the holders of the number of Ordinary
Shares as would have been issued on exercise of the Warrants had such
Warrants been exercised immediately prior to the completion of such
takeover. The Warrants contained provisions for the adjustment of the
gross number of Ordinary Shares in the event of the occurrence of certain
dilutive events including, amongst others, extraordinary dividends, bonus
issues, alterations to the nominal value of Ordinary Shares and rights
issues. All outstanding Warrants were excercised on 13 February 2013.
There are no other significant agreements to which the Company is a
party that are affected by a change of control of the Company following
a takeover bid. There are no agreements between the Company and its
Directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid.
Risk management and internal control
The Directors have responsibility for ensuring that management
maintain an effective system of risk management and 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.
Barclays is committed to operating within a strong system of internal
control that enables business to be transacted and risk taken without
exposing itself to unacceptable potential losses or reputational damage.
The Group Internal Control and Assurance Framework (GICAF) is the
overarching framework that sets out Barclays approach to internal
governance. It establishes the mechanisms and processes by which the
Board directs the organisation, through setting the tone and
expectations from the top, delegating its authority and monitoring
compliance. The purpose of the GICAF is to identify and set minimum
requirements in respect of the main risks to achieving the Group’s
strategic objectives and to provide reasonable assurance that internal
controls are effective. The key elements of the Group’s system of internal
control, which is aligned to the recommendations of The Committee of
Sponsoring Organizations of the Treadway Commission (COSO), are set
out in the risk control frameworks relating to each of the Group’s Key
Risks and in the Group operational risk framework. As well as
incorporating our internal requirements, these reflect material Group-
wide legal and regulatory requirements relating to internal control and
assurance. The GICAF is reviewed and approved on behalf of the Group
Chief Executive by the Group Governance and Control Committee at
least annually. The Board Risk Committee also reviews the GICAF
annually.
Directors’ report continued
Notes
a The percentage of voting rights detailed above was calculated at the time of
the relevant disclosures made in accordance with Rule 5 of the DTR.
b Total shown comprises (1) 758,437,618 shares that are legally owned by
PCP Gulf Invest 3 Limited, which is wholly owned by Nexus Capital Investing
Limited (NCIL). NCIL is in turn wholly owned by Abu Dhabi International
United Investments LLC, which is in turn wholly owned by His Highness
Sheikh Mansour Bin Zayed Al Nahyan (HHSM); and (2) 100,108,874 cash-
settled options referencing ordinary shares that are legally owned by Yas
Capital Limited (YCL), which is, in turn, wholly owned by HHSM. YCL has no
right to acquire or exercise any voting rights in Barclays PLC. Following an
increase during February 2013 in issued share capital to which voting rights are
attached, the Company was notified on 4 March 2013 that, in aggregate, HHSM
is indirectly interested in 783,509,699 ordinary shares, comprising 758,437,618
shares held by PCP Gulf Invest 3 Limited and 25,072,081 cash-settled options
referencing ordinary shares held by YCL, representing 6.09% of total voting
rights attaching to issued share capital.
c Qatar Holding LLC is wholly-owned by Qatar Investment Authority.
d Total shown includes 8,003,236 contracts for difference to which voting rights
are attached.
e Legal & General Group plc’s interest is held by Legal & General Assurance
(Pensions Management) Limited.
f The Capital Group Companies Inc (CG) holds its shares via CG management
companies and funds. On 30 January 2013, the Company was notified that
CG was interested in 492,653,250 shares, representing 4.02% of total voting
rights attaching to issued share capital.
barclays.com/annualreport64 I Barclays PLC Annual Report 2012