Barclays 2015 Annual Report Download - page 80

78 I Barclays PLC Annual Report 2015 home.barclays/annualreport
Governance: Directors’ report
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 2015 AGM. It will be proposed at the 2016 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 2015
(2014: none). As at 26 February 2016 (the latest practicable date for
inclusion in this report) the Company had an unexpired authority to
repurchase ordinary shares up to a maximum of 1,650,234,602
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 considered it appropriate to prepare the financial
statements on a going concern basis.
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 245 to 251, 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 243 to
347, and the additional information contained on pages 143 to 241, 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 Financial Statements, taken as a
whole, are fair, balanced, understandable, and provide the information
necessary for shareholders to assess the Company’s position and
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 which enable them
to ensure 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 36 and
37, 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 the Company 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 35 to 78, includes a fair review of the development and
performance of the business and the position of the Company 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
29 February 2016
Barclays PLC
Registered in England, Company No. 48839
Other statutory information