Barclays 2013 Annual Report Download - page 80

Directors’ report
Section 414A of the Companies Act 2006 requires the Directors to
present a Strategic Report in the Annual Report and Accounts. The
information can be found on pages 02 to 50.
The Company has chosen, in accordance with section 414 C(ii) of the
Companies Act 2006, and as noted in this Directors’ report, to include
certain matters in its Strategic Report that would otherwise be required
to be disclosed in this Directors’ report.
An indication of likely future developments is given in the Strategic
Report.
Profit and dividends
The adjusted profit for the financial year, after taxation, was £3,152m
(2012: £5,440m). Statutory profit after tax for 2013 was £1,297m
(2012: £181m).The final dividend for 2013 of 3.5p per share will be paid
on 28 March 2014 to shareholders whose names were on the Register
of Members at the close of business on 21 February 2014. With the
interim dividends totalling 3p per ordinary share, paid in June,
September and December 2013, the total distribution for 2013 is 6.5p
(2012: 6.5p) per ordinary share. The interim and final dividends for
2013 amounted to £859m (2012: £733m).
Shareholders may have their dividends reinvested in Barclays shares by
joining the Barclays PLC Scrip Dividend Programme (the Programme).
At the Barclays 2013 AGM, shareholders approved the introduction of
the Programme to replace the Barclays Dividend Reinvestment Plan.
The Programme enables shareholders, if they wish, to receive new fully
paid ordinary shares in Barclays PLC instead of a cash dividend, without
incurring dealing costs or stamp duty. The Programme was initially
offered for the second interim dividend, paid on 13 September 2013,
and will also be offered for any future dividends (subject to the
Directors making the Programme available for each dividend).
Board of Directors
The names of the current Directors of Barclays PLC, along with their
biographical details, are set out on pages 83 to 85 and are incorporated
into this report by reference. Sir Andrew Likierman, Chris Lucas and
David Booth left the Board with effect from 25 April 2013, 16 August
2013 and 31 December 2013 respectively. Diane de Saint Victor, Frits
van Paasschen, Mike Ashley, Wendy Lucas-Bull and Tushar Morzaria
joined the Board on 1 March 2013, 1 August 2013, 18 September 2013,
19 September 2013 and 15 October 2013 respectively. There were no
other changes to Directors in 2013. Stephen Thieke was appointed to
the Board on 7 January 2014.
Appointment and retirement of Directors
The appointment and retirement of Directors is governed by the
Company’s Articles of Association (the Articles), the UK Corporate
Governance Code (the Code), the Companies Act 2006 and related
legislation. The Articles may only be amended by a special resolution of
the shareholders.
The Board has the power to appoint additional Directors or to fill a
casual vacancy amongst the Directors. Any such Director holds office
only until the next AGM and may offer himself/herself for re-election.
The Articles also require that at each AGM at least one-third (rounded
down) of the Directors retire by rotation. The retiring Directors are
eligible to stand for re-election. The Code recommends that all
directors of FTSE 350 companies should be subject to annual re-
election and all Directors will stand for election or re-election at the
2014 AGM with the exception of Fulvio Conti and Simon Fraser, who
are retiring from the Board.
The Directors present their report together with the
audited accounts for the year ended 31 December 2013.
Other information that is relevant to the Directors’
Report, and which is incorporated by reference into
this report, can be located as follows:
Page
Corporate governance report 52-77
Employee involvement 86-88
Policy concerning the employment of disabled persons 87
Remuneration policy, including details of the
remuneration of each Director and Directors’ interests
in shares or in derivatives or other financial instruments
relating to such shares
89-125
Risk review 131-236
Financial instruments 298-322
The subsidiary and associated undertakings which
principally affect the profits or net assets of the Group in
the year
356-357
Rights and obligations attaching to shares 424-427
Restrictions on the transfer of securities 424-427
Restrictions on voting rights 424-427
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78 Barclays PLC Annual Report 2013