Barclays 2013 Annual Report Download - page 427

(xi) 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.
(xii) Subject to applicable legislation, the provisions described in
sub-paragraphs (x) and (xi) may be relaxed or suspended by an
ordinary resolution of the members of the Company or any
applicable governmental or other regulatory body.
(xiii) A Director is required to hold an interest in ordinary shares having
a nominal value of at least £500, which currently equates to 2,000
Ordinary Shares unless restricted from acquiring or holding such
interest by any applicable law or regulation or any applicable
governmental or other regulatory body. A Director may act before
acquiring those shares but must acquire the qualification shares
within two months from his/her appointment. Where a Director is
unable to acquire the requisite number of shares within that time
owing to law, regulation or requirement of any governmental or
other relevant authority, he/she must acquire the shares as soon
as reasonably practicable once the restriction(s) end.
(xiv) The Board may exercise all of the powers of the Company to
borrow money, to mortgage or charge its undertaking, property
and uncalled capital and to issue debentures and other securities.
Classes of shares
The Company only has Ordinary Shares in issue. The Articles of
Association also provide for pound sterling preference shares of £100
each, US dollar preference shares of $100 each, US dollar preference
shares of $0.25 each, euro preference shares of €100 each and yen
preference shares of ¥10,000 each (together, the Preference Shares). In
accordance with the authority granted at the AGM on 25 April 2013,
Preference Shares may be issued by the Board from time to time in one
or more series with such rights and subject to such restrictions and
limitations as the Board may determine. No Preference Shares have
been issued to date.
Dividends
Subject to the provisions of the Articles and applicable legislation, the
Company in general meeting may declare dividends on the Ordinary
Shares by ordinary resolution, but any such dividend may not exceed
the amount recommended by the Board. The Board may also pay
interim or final dividends if it appears they are justified by the
Company’s financial position.
Each Preference Share confers the right to a preferential dividend
(Preference Dividend) payable in such currency at such rates (whether
fixed or calculated by reference to, or in accordance with, a specified
procedure or mechanism), on such dates and on such other terms as
may be determined by the Board prior to allotment thereof.
The Preference Shares rank in regard to payment of dividends in
priority to the holders of Ordinary Shares and any other class of shares
in the Company ranking junior to the Preference Shares.
Dividends may be paid on the Preference Shares if, in the opinion of the
Board, the Company has sufficient distributable profits, after payment
in full or the setting aside of a sum to provide for all dividends payable
on (or in the case of shares carrying a cumulative right to dividends,
before) the relevant dividend payment date on any class of shares in
the Company ranking pari passu with or in priority to the relevant series
of Preference Shares as regards participation in the profits of the
Company.
If the Board considers that the distributable profits of the Company
available for distribution are insufficient to cover the payment in full of
Preference Dividends, Preference Dividends shall be paid to the extent
of the distributable profits on a pro rata basis.
Notwithstanding the above the Board may, at its absolute discretion,
determine that any Preference Dividend which would otherwise be
payable may either not be payable at all or only payable in part.
If any Preference Dividend on a series of Preference Shares is not paid,
or is only paid in part, for the reasons described above, holders of
Preference Shares will not have a claim in respect of such non-
payment.
If any dividend on a series of Preference Shares is not paid in full on the
relevant dividend payment date, a dividend restriction shall apply. The
dividend restriction means that, subject to certain exceptions, neither
the Company nor Barclays Bank PLC may (a) pay a dividend on, or (b)
redeem, purchase, reduce or otherwise acquire, any of their respective
Ordinary Shares, other Preference Shares or other share capital ranking
equal or junior to the relevant series of Preference Shares until the
earlier of such time as the Company next pays in full a dividend on the
relevant series of Preference Shares or the date on which all of the
relevant series of Preference Shares are redeemed.
All unclaimed dividends payable in respect of any share may be
invested or otherwise made use of by the Board for the benefit of the
Company until claimed. If a dividend is not claimed after 12 years of it
becoming payable, it is forfeited and reverts to the Company.
The Board may, with the approval of an ordinary resolution of the
Company, offer Shareholders the right to choose to receive an
allotment of additional fully paid Ordinary Shares instead of cash in
respect of all or part of any dividend. The Company currently provides a
scrip dividend programme pursuant to an authority granted at the
AGM held on 25 April 2013.
Voting
Every member who is present in person or represented at any general
meeting of the Company, and who is entitled to vote, has one vote on a
show of hands. Every proxy present has one vote. The proxy will have
one vote for and one vote against a resolution if he/she has been
instructed to vote for or against the resolution by different members or
in one direction by a member while another member has permitted the
proxy discretion as to how to vote. On a poll, every member who is
present or represented and who is entitled to vote has one vote for
every share held. In the case of joint holders, only the vote of the senior
holder (as determined by order in the share register) or his proxy may
be counted. If any sum payable remains unpaid in relation to a
member’s shareholding, that member is not entitled to vote that share
or exercise any other right in relation to a meeting of the Company
unless the Board otherwise determine.
If any member, or any other person appearing to be interested in any of
the Company’s Ordinary Shares, is served with a notice under Section
793 of the Companies Act 2006 and does not supply the Company with
the information required in the notice, then the Board, in its absolute
discretion, may direct that that member shall not be entitled to attend
or vote at any meeting of the Company. The Board may further direct
that if the shares of the defaulting member represent 0.25% or more of
the issued shares of the relevant class, that dividends or other monies
payable on those shares shall be retained by the Company until the
direction ceases to have effect and that no transfer of those shares shall
be registered (other than certain specified ‘excepted transfers’). A
direction ceases to have effect seven days after the Company has
received the information requested, or when the Company is notified
that an ‘excepted transfer’ of all of the relevant shares to a third party
has occurred, or as the Board otherwise determines.
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