Barclays 2014 Annual Report Download - page 75

barclays.com/annualreport Barclays PLC Annual Report 2014 I 73
Powers of 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 buy-back shares subject to annual shareholder
approval at the AGM. Such authorities were granted by shareholders at
the 2014 AGM. It will be proposed at the 2015 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 2014
(2013: none). As at 27 February 2015 (the latest practicable date for
inclusion in this report) the Company had an unexpired authority
to repurchase ordinary shares up to a maximum of 1,635,292,262
ordinary shares.
Change of control
There are no 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.
Going concern
The Group’s business activities and financial position, the factors likely
to affect its future development and performance, and its objectives
and policies in managing the financial risk to which it is exposed and its
capital are discussed in the Strategic Report and in the Risk
Management section.
The Directors have assessed, in the light of current and anticipated
economic conditions, the Group’s ability to continue as a going
concern. The Directors confirm they are satisfied that the Company
and the Group have adequate resources to continue in business for the
foreseeable future. For this reason, they continue to adopt the ‘going
concern’ basis for preparing accounts.
Disclosure of information to auditor
Each Director confirms that, so far as he/she is aware, there is no
relevant audit information of which the Company’s auditors are
unaware and that each Director has taken all the steps that he/she
ought to have taken as a Director to make himself/herself aware of any
relevant audit information and to establish that the Company’s auditors
are aware of that information. This confirmation is given pursuant to
section 418 of the Companies Act 2006 and should be interpreted in
accordance with and subject to those provisions.
Directors’ responsibilities
The following statement, which should be read in conjunction with the
Auditors’ report set out on pages 247 to 253, is made with a view to
distinguishing for shareholders the respective responsibilities of the
Directors and of the auditors in relation to the accounts.
The Directors are required by the Companies Act 2006 to prepare
accounts for each financial year and, with regards to Group accounts,
in accordance with Article 4 of the IAS Regulation. The Directors have
prepared group and individual accounts in accordance with IFRS as
adopted by the EU. The accounts are required by law and IFRS to
present fairly the financial position of the Company and the Group and
the performance for that period. The Companies Act 2006 provides, in
relation to such accounts, that references to accounts giving a true and
fair view are references to fair presentation.
The Directors consider that, in preparing the accounts on pages 255 to
342, and the additional information contained on pages 142 to 220, the
Group has used appropriate accounting policies, supported by
reasonable judgements and estimates, and that all accounting
standards which they consider to be applicable have been followed.
Having taken all the matters considered by the Board and brought to
the attention of the Board during the year into account, the Directors
are satisfied that the annual report and accounts, taken as a whole, is
fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s performance,
business model and strategy.
Directors’ responsibility statement
The Directors have responsibility for ensuring that the Company and
the Group keep accounting records which disclose with reasonable
accuracy the financial position of the Company and the Group and
which enable them to ensure that the accounts comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from legislation in
other jurisdictions.
The Directors have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
The Directors, whose names and functions are set out on pages 34 and
35, confirm to the best of their knowledge that:
(a) The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of Barclays
PLC and the undertakings included in the consolidation taken as a
whole; and
(b) The management report, which is incorporated into the Directors’
Report on pages 34 to 73, includes a fair review of the development
and performance of the business and the position of Barclays PLC
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face.
By order of the Board
Lawrence Dickinson
Company Secretary
2 March 2015
Barclays PLC
Registered in England, Company No. 48839
The Strategic Report Governance Risk review Financial review Financial statements Shareholder information