Directorate Change
Barclays PLC
27 May 2005
BARCLAYS BOARD APPOINTMENTS
Barclays PLC and Barclays Bank PLC are pleased to announce the following
appointments to the Boards of Directors, effective from 1 June 2005.
Robert E Diamond Jr, Chief Executive of Investment Banking and Investment
Management, joins the Board as an executive Director. He is also appointed
President of Barclays Plc, reflecting the global nature of the businesses he
leads and his role in developing global relationships with national and
multinational corporates, institutions and governments. He reports to Group
Chief Executive John Varley.
Barclays Group Chairman Matthew W Barrett said: 'Bob Diamond's inspired
leadership and management of Barclays Capital and BGI has created significant
value and established Barclays at the forefront of investment banking and
investment management. Barclays Capital and BGI are among the global leaders in
their sectors and contribute a significant portion of the Group's overall
profits and growth. This appointment strengthens both the breadth of talent on
the Board and corporate governance.'
Robert K Steel, previously Vice Chairman of Goldman Sachs and currently a Senior
Fellow of Harvard University's John F Kennedy School of Government, joins the
two boards as a Non-Executive Director.
Mr Barrett said: 'Bob Steel has had a distinguished career as a senior executive
in one of the world's foremost financial institutions, including important
leadership roles in both the United States and in Europe. He brings extensive
knowledge and experience of global financial services and will make a
significant contribution to our deliberations as we drive our global growth
strategy forward.'
Details of Mr Diamond's contractual arrangements and interests in shares of
Barclays Group companies are attached to this announcement.
Notification of Robert E Diamond Jr's interests: Companies Act 1985 s.329
The appointment of Mr Diamond as an executive Director of Barclays PLC and
Barclays Bank PLC ('Bank') will become effective on 1 June 2005.
Mr Diamond has given written notice today to Barclays PLC and the Bank of his
share interests in Barclays Group companies.
Below are the main points of Mr Diamond's service contract as an executive
Director of Barclays PLC and the details of Mr Diamond's interests in Barclays
PLC ordinary shares ('Shares').
Service Contract
Key terms of the service contract for Mr Diamond, who becomes an executive
Director on 1 June 2005, are set out below.
Job Title
President, Barclays PLC and CEO, Investment Banking and Investment Management.
Salary
Basic salary: £250,000 per annum.
Performance related bonus
The Board HR and Remuneration Committee will determine the size of any award,
which will be discretionary, dependent on both business and individual
performance. Any award will be comprised of two elements:
* Cash: £0 to £7,500,000
* Deferred share award under ESAS: £0 to £2,500,000
Long Term Incentive Plan (Performance Share Plan)
The Board HR and Remuneration Committee will determine the size of awards of
performance shares under the shareholder approved Performance Share Plan, which
will be up to £275,000 in 2005 and up to £5,000,000 in 2006.
Benefits
Benefits in kind, which may include life cover, the use of a Bank owned vehicle
or cash equivalent, medical insurance and tax advice.
Pension
Member of US defined benefit pension plan on similar terms to other US senior
executives.
Notice Period
The service contract provides for a notice period of 12 months from Barclays or
a notice period of 6 months from Mr Diamond.
Severance arrangements
On termination, the service contract for Mr Diamond provides for a pro-rated
phased payment of his notice entitlement and he has an explicit duty to mitigate
his loss.
Contract Availability
The service contracts for all executive directors of Barclays PLC and the Bank
are held by the Barclays Corporate Secretariat and are available for inspection
during normal business hours at the Group's Head Office: 1 Churchill Place,
London E14 5HP. Mr Diamond's contract will be available for inspection from 1
June 2005.
Potential Future Awards
Mr Diamond's annual reward package will range between £250,000 and £15,250,000
depending on the level of performance achieved. The vast majority of his
potential reward is variable and based on performance, and over 50% of his
package will be recommended for delivery in awards of Shares.
Beneficial Interests in Barclays PLC ordinary shares
1,357,318 Shares
Executive Share Award Scheme (ESAS) - the Barclays PLC deferred share award
plan
1 2 3
Number at 1st Date of Grant Nil cost option
June 2005 (a) of nil cost granted at 3rd
option anniversary (b)
6,463,174 23.02.04 428,380
Note:
(a) ESAS is a deferred share award plan in which awards are initially granted in
the form of a provisional allocation and do not give rise to any entitlement to
the Shares under award. These awards were granted in the years up to 2005 and
include mandatory bonus deferrals.
(b) The Shares under option in column 3 above are already included in the
numbers shown in column 1. The number of Shares under option in column 3 does
not include 40,501 accumulated dividend Shares also subject to the option.
No consideration was paid for the grant of any award.
Incentive Share Option Plan (ISOP) - one of the Barclays PLC closed performance
linked share option plans
Date of Grant Number of Vested or Maximum number Exercise price
Target Award unvested over which per share
Shares under potentially
option ('000s) exercisable
('000s)
12.03.01 100 Vested - £5.34
20.03.02 120 Vested - £5.20
14.03.03 120 Unvested 400 £3.26
23.03.04 180 Unvested 720 £4.80
No consideration was paid for the grant of the options. Options are granted at
an exercise price per Share set at the market price of a Share at the date of
grant.
Executive Share Option Scheme - one of the Barclays PLC closed performance
linked share option schemes
Date of Grant Shares Exercise Price
per Share
14.08.98 100,000 £3.97
No consideration was paid for the grant of the option. The option was granted at
an exercise price per share set at the market price of a Barclays PLC Share at
the date of grant.
Barclays Capital: Retained Incentive Opportunity
Mr Diamond retains an opportunity to be considered for an award in February 2008
up to a maximum value of £14,850,000 subject to stringent performance criteria
based on delivery of economic profit growth at Barclays Capital over the period
2005 to 2007.
Beneficial Interests in Barclays Global Investors UK Holdings Limited (BGIUKHL)
'A' ordinary shares
100,000 'A' ordinary shares
BGIUKHL - Equity Ownership Plan - a share option plan
Date of Grant Number of Exercise price
BGIUKHL shares per share
under option
26.03.04 200,000 £20.11
No consideration was paid for the grant of the option. Options are granted at an
exercise price per share set at the value of a BGIUKHL share at the date of
grant.
Potential Interest in shares held in Group Employee Benefit Trusts
In addition, Mr Diamond, together with the other directors and senior executives
of Barclays PLC, have an interest as potential beneficiaries of 134,250,358 in
Shares held by the independent trustees of the Barclays Group employee benefit
trusts. These are discretionary trusts established for the benefit of Barclays
Group employees and former employees (and in each case their families) all of
whom are amongst the potential beneficiaries under these trusts and are
therefore regarded for Companies Act purposes as being interested in the Shares
held in them. No consideration is payable by a potential beneficiary for the
acquisition of such an interest under the trusts.
There are no other details that are required to be disclosed in respect of Mr
Diamond's appointment under paragraphs 6.F.2 (b) - (g) and 16.4 of the Listing
Rules of the UK Listing Authority.
For further information please contact:
Investor Relations Media Relations
Cathy Turner Leigh Bruce
+44 (0) 20 7116 2933 +44 (0) 20 7116 6083
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