Barclays 2013 Annual Report Download - page 426

Shareholder information
Articles of Association
The Company is a public limited company registered in England and
Wales under company number 48839. Barclays, originally named
Barclay & Company Limited, was incorporated in England and Wales on
20 July 1896 under the Companies Acts 1862 to 1890 as a company
limited by shares. The company name was changed to Barclays Bank
Limited on 17 February 1917 and it was registered on 15 February 1982
as a public limited company under the Companies Acts 1948 to 1980.
On 1 January 1985, the Company changed its name to Barclays PLC.
Under the Companies Act 2006 a company’s Memorandum of
Association now need contain only 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 Companies Act 2006 also states that a
company’s objects are unrestricted unless the company’s Articles
provide otherwise.
The Articles of Association were adopted at the Company’s Annual
General Meeting (AGM) on 30 April 2010 and amended at the AGM of
the Company on 25 April 2013.
The Company may, by special resolution, amend its Articles of
Association.
The following is a summary and explanation of the current Articles of
Association.
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
reasonable 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 under the Articles of Association to retire from
office by rotation and may offer themselves for re-election. The
Directors so retiring are first, those who wish to retire and not
offer themselves for re-election and, second 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. It is Barclays’ practice
that all Directors offer themselves for re-election annually in
accordance with the UK Corporate Governance Code.
(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 reappointment. 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) The Company may by ordinary resolution remove a Director
before the expiry of his/her period of office (without prejudice to a
claim for damages for breach of contract or otherwise) and may
by ordinary resolution appoint another person who is willing to act
to be a Director in his/her place.
(viii) 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).
(ix) 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.
(x) A Director may hold positions with or be interested in other
companies and, subject to legislation applicable to the Company
and the FCA’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 (or any other member of the Group) 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 other member of the Group);
(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.
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424 Barclays PLC Annual Report 2013