Barclays 2012 Annual Report Download - page 87

Executive Director service contracts
Barclays executive Director service contracts entitle the executive Directors to the fixed elements of remuneration and to consideration for variable
remuneration each year. The contracts do not have a fixed term but provide for a notice period from Barclays of 12 months. Contracts may be
terminated immediately with payments in lieu of notice being paid in phased instalments, subject to contractual mitigation. In the event of
termination for gross misconduct neither notice nor payment in lieu of notice is required.
The Committee’s approach to payments in the event of termination is to take account of the individual circumstances including the reason for
termination, individual performance, contractual obligations and the terms of the deferred incentive plans and long term incentive plans in which
the executive Director participates.
Termination provisions
Antony Jenkins
Effective contract date
30 August 2012
Contract termination provisions
12 months’ notice from the Company (six months from the Director). On notice from the Company 12 months’
salary payable and continuation of medical and pension benefits while an employee. No automatic contractual
entitlement to bonus on termination, but may be considered.
Deferred bonus and LTIP awards treatment on termination
Antony Jenkins would normally continue to be entitled to receive unvested portions of deferred bonus if he was
an eligible leaver under the relevant plan rules. Any release of unvested portions would be made on the
scheduled release date. Otherwise, outstanding deferred awards would normally lapse.
Any unvested awards under LTIPs would normally be released on the scheduled release date, pro-rated for time
and performance, if Antony Jenkins was an eligible leaver under the relevant plan rules. Otherwise, the unvested
awards would normally lapse.
Chris Lucas
Effective contract date
1 April 2007
Contract termination provisions
12 months’ notice from the Company (six months from the Director). On notice from the Company 12 months’
salary payable, bonus equivalent to the average of the previous three years’ bonuses (capped at 100% of
current salary) and continuation of medical and pension benefits while an employee.
The current Group Finance Director’s contractual terms date from 2006. The provisions relating to bonus
entitlement in the context of termination are no longer best practice. No future executive Director contract will
include such terms.
Deferred bonus and LTIP awards treatment on termination
Chris Lucas would normally continue to be entitled to receive unvested portions of deferred bonus if he was an
eligible leaver under the relevant plan rules. Any release of unvested portions would be made on the scheduled
release date. Otherwise, outstanding deferred awards would normally lapse.
Any unvested awards under LTIPs would normally be released on the scheduled release date, pro-rated for time
and performance, if Chris Lucas was an eligible leaver under the relevant plan rules. Otherwise, the unvested
awards would normally lapse.
The remuneration packages offered on appointment to any new executive Director are a specific part of the Committee’s Terms of Reference. The
terms of such packages must be approved by the Committee in consultation with the Chairman and (except for the terms of his own remuneration)
the Group Chief Executive. Any award made to compensate for forfeited remuneration from the new executive Director’s previous employment
may not be more generous than, and must mirror as far as possible, the terms of the forfeited remuneration.
Shareholding requirement
From 2013 the Committee has introduced a new requirement that executive Directors should hold Barclays shares worth, as a minimum, four
times salary. The current executive Directors have five years from the introduction of the new requirement to meet it (five years from appointment
for a new executive Director) and they have a reasonable period to build up to the requirement again if it is not met because of a share price fall.
Shares that count towards the requirement are beneficially owned shares including any vested share awards subject to holding periods (including
vested LTIPs). Shares from unvested deferred share bonuses and unvested LTIPs do not count towards the requirement. This requirement replaces
the previous guidelines, enhances the alignment of shareholders’ and executive Directors’ interests in long term value creation, and positions
Barclays at the higher end of market practice. Current executive Directors’ shareholdings as compared to the new shareholding requirement are
summarised in the chart on page 92.
The Committee also decided that from 2013 other members of the Group Executive Committee should be subject to a shareholding requirement
in excess of the requirements of the FSA’s Remuneration Code. The shareholding requirement for other Group Executive Committee members is
that they should hold Barclays shares worth, as a minimum, two times salary. In all other respects the shareholding requirement for other Group
Executive Committee members is the same as the requirement for executive Directors.
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