EX-4.18 8 bplcfy2019index418.htm EX-4.18
 
 
 
 
 
 
 
 
Exhibit 4.18
 
13 January 2020
 
 
Dear Mohamed
 
,
 
Following your
 
discussions with
 
Nigel Higgins, Chairman of Barclays
 
PLC, I am pleased to confirm your
 
appointment as an independent non-
executive director of Barclays PLC (the
 
‘Company’ or ‘BPLC’) as announced
 
to the market on 26 September 2019.
 
BPLC and its subsidiaries
 
and
associated companies are referred
 
to as
 
the 'Barclays Group'
 
in this
 
letter.
 
1.
 
Appointment
 
 
(a)
 
This letter and its enclosures are a
 
contract for services and not a contract of employment. Reference
 
to your appointment
 
in this
 
letter
means any or all of the offices as set out in 1(b)
 
- (c) below.
 
(b)
 
With effect from
 
1 January 2020,
 
you will serve as
 
an independent non
 
-executive director of BPLC.
 
 
(c)
 
During your
 
appointment, you may be required
 
to serve on Committees (whether standing or ad hoc) of the Board of Directors of BPLC
(the 'BPLC Board'),
 
membership of which will be agreed with you at the time. Committee membership will be considered
 
on appointment
and will be subject to accepted principles of good
 
governance
 
and the needs of the BPLC Board at the time.
 
 
2.
 
Term
 
 
(a)
 
Subject to the termination provisions in section 3 below,
 
your appointment
 
will be for an initial term of 3 years from the date of your
appointment and subject to the annual re-
 
election by shareholders (see below). On or before
 
the expiry of your initial term, and subject
to the needs of the BPLC Board
 
at the
 
time, you may be invited to serve for
 
a further term of up to three years. Non
 
-executive directors
will not usually serve for more
 
than six years, however this is subject to the discretion of the Board
 
Nominations Committee.
 
(b)
 
Your
 
appointment, including any extension of your
 
term, is
 
subject to the following:
 
 
i.
 
the Company’s Articles of Association;
 
ii.
 
annual re-election by shareholders
 
at the
 
BPLC AGM,
 
in accordance with the UK Corporate
 
Governance Code;
iii.
 
your ongoing
 
ability to
 
satisfy the standards and obligations applicable to directors of public companies, and, in particular,
 
any
regulatory
 
standards expected of directors of banks and financial services firms, including if applicable, the need for regulatory
approval
 
and other requirements placed on
 
directors under
 
the Senior Managers Regime including compliance with the
 
Senior
Manager and Individual
 
Conduct Rules;
 
iv.
 
your ongoing
 
fitness
 
to serve as a company director
 
and/or,
 
if applicable,
 
in a Senior Manager function;
v.
 
your ongoing
 
performance and contribution to the BPLC Board, as assessed
 
by the BPLC
 
Board
 
having regard
 
to relevant
information, including the annual review of the effectiveness
 
of the BPLC Board and
 
individual directors and the importance of
such contribution is to the Company’s continued
 
long-term sustainable success;
vi.
 
the needs of the BPLC Board
 
having regard
 
to the skills,
 
knowledge
 
and experience required
 
to oversee the business,
 
which
may change over
 
time.
 
 
(c)
 
You
 
undertake to inform
 
the Company Secretary or
 
Chair of BPLC or relevant regulatory
 
authority of any change in your personal or
professional circumstances that might impact your
 
ability to continue in your role as an independent non
 
-executive director of BPLC.
 
This includes, but is not limited to:
 
i.
 
You
 
being charged
 
with and/or convicted of a criminal offence (other than an offence under
 
any road traffic legislation in
 
the
United Kingdom
 
or elsewhere for which
 
a fine or non-custodial penalty is
 
imposed);
ii.
 
You
 
becoming
 
bankrupt (or its equivalent status in
 
any other
 
jurisdiction) or become
 
insolvent or enter into any arrangements
or composition with your
 
creditors; and
iii.
 
You
 
being subject to personal sanction in respect of any of your other
 
roles, or guilty of a breach of the Senior Manager or
Individual Conduct
 
Rules, any serious misconduct or conduct which is calculated or likely to bring the Barclays Group
 
or any of
its directors or
 
subsidiaries into
 
disrepute or which conflicts with the Barclays
 
Values, a copy
 
of which will be included in your
appointment pack.
 
 
 
3.
 
Termination
 
(a)
 
Your
 
appointment is conditional upon you
 
satisfying
 
and maintaining on an ongoing
 
basis,
 
the requirements of section 2 above.
 
 
(b)
 
This appointment can be terminated at any time by either party giving
 
notice in writing to the other. Both parties
 
agree that, in order
 
to
facilitate an orderly exit and succession, and where
 
circumstances permit, they will provide reasonable
 
notice to the other of their
intentions to terminate the appointment. In accordance
 
with the UK Corporate Governance
 
Code, if you choose to resign and have
concerns about
 
the operation of the BPLC Board
 
or the Management of the Company
 
then you should provide a written statement
 
to the
Chair for circulation to the BPLC Board,
 
which outlines your concerns.
 
(c)
 
There is no entitlement to any payment
 
for loss of office. Regardless of the reason
 
for termination, you will only be entitled to such fees
and expenses as have accrued and
 
are due to you as at the date of termination.
 
 
(d)
 
Prior to the termination of your appointment,
 
to the extent applicable and if
 
so requested, you
 
will prepare
 
and provide
 
to the Company a
handover
 
note in respect of your Senior Manager
 
responsibilities
 
in accordance
 
with the Company's policy, or otherwise in a form
prescribed
 
by the Company
 
sufficient for it to comply with its obligations in that respect.
 
 
 
 
 
 
 
 
 
 
(e)
 
On termination of your
 
appointment, you will immediately deliver to the Company all
 
documents, records,
 
papers or other
 
company
property
 
which may be in your possession or under
 
your control and which relate in any way to the business affairs of the Company or
the Barclays Group.
 
You
 
agree not to retain any copies or duplicates in any format.
 
 
(f)
 
On termination of your
 
appointment and whether
 
or not you have formally resigned
 
from your position, you will be deemed to have
done so with effect from the date of termination. You
 
agree that, on termination, relevant members
 
of the Barclays Group are
 
entitled to
issue any announcements and
 
make any filings or notifications required as a result of you ceasing to be a director.
 
 
4.
 
Fees
 
 
(a)
 
In respect of your appointment,
 
you will receive a fee (‘Fee’) of:
i.
 
£90,000
 
per year payable
 
in respect of your directorship
 
of BPLC; and
ii.
 
Such other fee as shall be payable in
 
respect of any other Committee
 
memberships as advised to you on appointment
 
to
a Committee.
 
 
 
(b)
 
The Fee is payable
 
monthly in arrears by direct credit
 
into your nominated
 
bank account less any tax and any other statutory deductions.
On termination, you will only be entitled to such amount of the Fee
 
as has accrued at the date of termination.
 
 
(c)
 
Any reasonable out of pocket
 
expenses that you incur in performing
 
your duties will
 
be reimbursed
 
in accordance with our
 
standard
expenses policy, a copy
 
of which is available on request.
 
(d)
 
The Fee may be subject to any
 
amendment or qualification as required
 
by any law, regulation
 
or regulatory
 
authority including but not
limited to tax and national insurance deductions
 
as applicable.
 
(e)
 
To ensure
 
alignment with the Barclays Group’s
 
interests, all directors of BPLC are encouraged
 
to hold shares in BPLC. All dealings are
subject to the Barclays Group
 
Securities Dealing
 
Code, a copy
 
of which is available on request. You will be required
 
to take £30,000 of your
Fee, after tax and any other statutory deductions, in
 
BPLC shares (‘Shares’).
 
The Shares will be purchased twice a year after the
announcement
 
of the BPLC full and half-year financial results. The Shares will be held on your behalf until the termination of your
appointment; an agreement setting out
 
the details for signature and return
 
will be included in your appointment pack.
 
(f)
 
There is no contractual
 
entitlement to any increase in your
 
Fee during your
 
appointment. Directors’ fees
 
are reviewed periodically
 
by the
BPLC Board
 
Remuneration
 
Committee and benchmarked to the market.
 
 
(g)
 
Aside from the Fee, you are
 
not eligible to receive any contractual benefits. As
 
a non-executive director,
 
you are not eligible to participate
in any benefit schemes, including but not limited to the Barclays
 
Group’s
 
incentive award, long term incentive schemes and the Barclays
Group’s
 
pension scheme, nor to receive any payment
 
or cash allowances in lieu.
 
 
5.
 
Directors Share Qualification
 
Under the Company's
 
Articles of Association, you are required
 
to hold £500 in nominal value (2,000 Shares of 25p
 
each) of BPLC within
two months of your appointment.
 
In accordance
 
with the Barclays Group Securities Dealing Code, you must obtain clearance to deal
before you
 
acquire these or any other BPLC
 
securities.
 
If you would
 
like assistance in purchasing these Shares, please let me know and
 
I
will arrange this for you.
 
 
6.
 
Role as a non-executive director
 
(a)
 
The attached role profile will form
 
part of your contract
 
for services. The role profile may be changed
 
from time to time, and once notified
to you, shall be deemed
 
to replace the attached and form part of your
 
contract for services.
 
(b)
 
As an independent
 
non-executive
 
director,
 
your primary responsibilities
 
include providing
 
effective oversight and constructive challenge,
helping to develop proposals
 
on strategy and then fully empowering
 
the executive directors to implement the strategy.
 
 
(c)
 
Non-executive dire
 
ctors have the same legal responsibilities and duties as any other director
 
and are required
 
to take decisions
 
in the
best interests of the Company.
 
The BPLC Board
 
as a
 
whole is collectively responsible for promoting
 
the long-term sustainable success
 
of
the Company,
 
generating value for
 
shareholders and contributing
 
to wider society. All directors must act
 
with integrity, lead
 
by example
and promote
 
the desired culture.
 
The BPLC Board
 
is responsible for: supervising the Company's affairs by providing
 
effective and
entrepreneurial
 
leadership within a framework of prudent
 
and effective controls and risk management; establishing the
 
Company's
purpose, values and strategy and ensuring that these align with the Company's
 
culture; ensuring that the necessary resources are in
place for the Company
 
to meet its
 
objectives and measure performance
 
against them;
 
reviewing management
 
performance, offering
specialist advice and holding management
 
to account; and ensuring effective engagement
 
with, and encourage participat
 
ion from,
shareholders and stakeholders and ensuring
 
that workforce policies and practices are consistent with the Company’s values and support
its long
 
-term sustainable success.
 
(d)
 
During your
 
appointment you agree to diligently perform
 
such duties, responsibilities
 
and functions (whether statutory, fiduciary or
common
 
law) as are consistent with your position and role profile
 
as an independent non-executive
 
director and with any rel
 
evant
Barclays Group
 
policies and procedures.
 
(e)
 
To the extent applicable,
 
during your
 
appointment you will discharge your responsibilities
 
under the Statement of Responsibilities
allocated to you by the Company
 
and in your capacity as a Senior Manager maintain appropriate
 
records in respect thereof.
 
7.
 
Time Commitment
 
 
(a)
 
In accepting this appointment, you
 
confirm that you are able to allocate sufficient time to meet the expectations of your role
 
on the BPLC
Board
 
including being available to devote additional time to the role during
 
periods of increased activity or in response to market
 
 
 
 
 
 
 
 
developments. Directors are also expected to attend
 
the BPLC AGM, usually held in April / May and be available
 
afterwards to meet with
and answer questions from shareholders.
 
 
(b)
 
The agreement of the BPLC Board
 
must be sought before accepting additional appointments to any other
 
company,
 
corporate body, or
entity, during
 
your tenure
 
that might affect
 
the time that you are able to devote
 
to your role.
 
 
(c)
 
All directors are expected
 
to attend all Board meetings. The BPLC Board
 
is expected to
 
formally meet up to eight times a year and on
 
an
ad-hoc basis as required.
 
Some of the meetings may be held overseas. You
 
will also be required
 
to attend meetings of Committees of
which you are a member.
 
 
(d)
 
There is a standing invitation to all non
 
-executive directors to attend any other BPLC
 
Board
 
Committee meeting. Please
 
inform the
relevant BPLC Committee
 
Chair if you wish to attend a meeting of which you
 
are not a member.
 
 
(e)
 
Directors are expected to set aside sufficient
 
time to consider the papers in advance of BPLC Board
 
and Committee meetings. Papers are
normally circulated to directors in the week prior
 
to the relevant meeting.
 
 
(f)
 
Your
 
expected average
 
time commitment for your role
 
as a
 
BPLC non
 
-executive director is 35
 
-40 days per year,
 
including membership of
any Committees.
 
8.
 
Conflicts of interests and outside interests
 
 
(a)
 
As a director you
 
have a duty to avoid conflicts of interest and to disclose personal interests in contracts.
 
 
(b)
 
It is accepted and acknowledged
 
that you have business activities and other interests outside of the Company such as but not limited to:
directorships, trusteeships, advisory positions, shareholdings or
 
other significant commitments. Subject to such interests not giving rise
to an actual or potential conflict, the Company
 
does not object to you continuing with such interests provided
 
they have been fully
disclosed (including
 
but not limited to, details of the associated time commitments and notification of any commercial relationship with
the Barclays Group)
 
and accepted by the Company
 
prior to your appointment. Should you become aware
 
of any actual or potential
conflicts of interest in the course of your
 
appointment, these should be discussed with the Chair of BPLC as soon as possible and
authorised by the BPLC Board.
 
All conflicts must be recorded
 
in accordance with the BPLC Board’s stated policy.
 
 
 
(c)
 
As set out above, you
 
must seek permission from the BPLC Board
 
before taking on any
 
additional outside interests
.
 
 
9.
 
Induction, Values and Support
 
(a)
 
To assist directors in
 
making a contribution to the BPLC Board
 
as quickly as possible, all directors are offered a comprehensive
 
induction
programme,
 
details
 
of which will be provided
 
to you when you
 
join the BPLC Board. We will also provide briefings on the details of
procedures
 
regarding the disclosure of any conflicts of interest, data protection, the control of inside information and for
 
obtaining
clearance to deal in BPLC securities.
 
(b)
 
The Barclays Valu
 
es (Respect, Integrity, Service, Excellence and Stewardship)
 
are a central part of everything
 
we do. The Values form
 
a
critical part of how the Barclays
 
Group
 
is changing, as
 
well as our purpose
 
and behaviours. You
 
will be expected to act
 
in accordance
with
 
the Values as a non
 
-executive director of the Company,
 
and, in particular, to follow our Code
 
of Conduct (known
 
as the
 
Barclays
Way).
 
 
(c)
 
As a non-executive director,
 
you are expected to devote sufficient time to developing
 
and refreshing
 
your knowledge
 
and skills
 
to ensure
that you have the knowledge
 
and understanding
 
to contribute to the
 
BPLC Board
 
effectively. On-going training
 
and briefings on
particular topics will be made available for this purpose,
 
including any topics that you may
 
request.
 
 
(d)
 
As Company
 
Secretary, I am available to all directors to support
 
the effective and efficient discharge
 
of their duties and to assist with any
queries. The Barclays Group
 
General Counsel is also
 
available to assist you with legal queries.
 
 
(e)
 
Occasions may arise when you
 
consider that you need professional advice in the furtherance
 
of your duties as a director. Where
 
it is
deemed appropriate
 
for you to seek advice from independent
 
legal advisers,
 
you may,
 
with the prior written agreement of the Company
Secretary, seek independent
 
advice at the Company's expense.
 
 
10.
 
Confidentiality
 
(a)
 
You
 
will appreciate that the business of the Company
 
and the Barclays Group
 
is a
 
specialised and competitive business. In the course of
your appointment
 
you will have access to and knowledge of, the trade secrets and confidential information
 
of the Company and the
Barclays Group.
 
You
 
acknowledge
 
that the
 
disclosure of any trade secrets or confidential information
 
to actual or potential competitors
of the Company
 
and/or any
 
Barclays Group company
 
would place the Company
 
and/or the Barclays Group at a serious
 
competitive
disadvantage and would do
 
serious damage, financial and/or otherwise, to its or their business and business development and would
cause immeasurable harm.
 
 
(b)
 
You
 
must neither during the term of your appointment
 
(except in the proper
 
performance of the duties
 
of your office or with the express
written consent of the BPLC Board)
 
nor at any time (without limit) after the termination of your appointment except where
 
disclosure is
required
 
by law, by an order
 
of a competent court or by a regulatory
 
body:
 
 
i.
 
publish, divulge or communicate to any person,
 
company,
 
business entity
 
or other organisation
 
or to the media or any social
media;
 
ii.
 
use for your
 
own purposes or for
 
any purposes other than those of the Company or the Barclays Group;
 
or
iii.
 
through
 
any failure to exercise due care and diligence, permit or cause any unauthorised
 
disclosure of any confidential
information
 
 
 
 
 
 
 
 
 
 
(c)
 
These restrictions shall cease to apply to any information
 
which shall become available to the public generally
 
otherwise than through
any breach
 
by you of the provisions of this letter or other default of yours.
 
(d)
 
All notes, memoranda,
 
records and documents (in whatever form
 
or media held) that you make during the term of your appointment in
performing
 
your duties as non-executive director
 
will belong to the Barclays Group and will be handed over
 
to the Company together
with any copies promptly
 
from time to time
 
on reasonable request of any Barclays
 
Group
 
company
 
and at the end of your appointment.
 
 
(e)
 
Nothing in this letter, including
 
but not limited to the provisions on confidentiality above, is intended to or shall prevent
 
you from
 
raising
concerns in line with the Company's internal reporting
 
processes or making any disclosure to governmental
 
bodies, law enforcement
authorities and/or
 
regulators as permitted or required
 
under applicable law or regulation (including but not limited to
 
a “protected
disclosure” within the meaning of Part 43A
 
(Protected Disclosures) of the Employment Rights Act 1996
 
and to any protected disclosures
made about matters previously
 
disclosed to another recipient).
 
11.
 
Dealing in Barclays Securities
 
 
(a)
 
Your
 
attention is drawn to the requirements
 
under both
 
law and regulation regarding
 
the disclosure of price sensitive
 
information.
Matters relating to BPLC
 
may from time to time give rise to price sensitive information
 
which must be held under strict confidentiality
conditions.
 
 
(b)
 
Your
 
responsibilities will be explained to you as part of your induction.
 
You
 
should avoid taking any action that might risk a breach of
these requirements. If you
 
need any assistance in understanding
 
your obligations, please contact
 
me.
 
 
12.
 
Indemnification and insurance
 
 
(a)
 
As a statutory director
 
of BPLC you will have the benefit of and are able to rely upon
 
an indemnity from BPLC.
 
Your
 
indemnity is of
course in addition to any other protection
 
available to you by virtue of the provisions of statute, common
 
law or indeed any specific
contract.
 
(b)
 
To formalise
 
the indemnification arrangements referred
 
to above, you will be issued with
 
a deed of indemnity from
 
BPLC and instructions
on what steps you need to take to enter into the deed and to accep
 
t
 
its terms and conditions.
 
 
(c)
 
As a UK statutory director you
 
will be deemed to be an insured person for the purpose
 
of the Barclays Group’s current
 
policy of Directors’
and Officers’ Liability Insurance
 
subject to its
 
terms and conditions.
 
 
 
13.
 
Data Privacy
 
(a)
 
The Company
 
and any Barclays Group
 
company
 
shall process your personal information for HR, compliance, administrative and other
purposes related to your
 
appointment and the conduct
 
of the business
 
of the Barclays Group,
 
for the purposes of the Company's
legitimate interest or as required
 
by law (the 'Agreed
 
Purposes'). Processing includes obtaining, holding, editing, destroying or
 
disclosing
your personal
 
information to any Barclays Group
 
company and/or any third
 
parties (for example, insurers, banks and new Barclays
Group
 
companies following a business transfer or merger)
 
for the Agreed Purposes (‘Processing’ or ‘Process’).
 
The Company
 
may also
transfer your
 
information to any other Barclays
 
Group
 
company and/or any third
 
parties (for example, insurers, banks and new Barclays
Group
 
companies following a business transfer or merger)
 
in order to Process your personal information
 
for the Agreed Purposes.
 
 
(b)
 
You
 
agree to comply with all applicable laws, regulations and policies of Barclays Group
 
in relation to data protection and privacy.
Further,
 
you agree to provide
 
your personal information
 
to the Company and the Barclays Group and
 
consent to the Processing of that
information for
 
the Agreed Purposes. This may include transfers to recipients based
 
in another country
 
to your place of appointment
(either within or outside the EEA).
 
 
14.
 
Facilitation of tax evasion
 
During your
 
appointment, you will not knowingly do anything
 
or omit to
 
do anything to facilitate tax evasion, whether in the United Kingdom
or in any other jurisdiction, and will immediately report
 
to the BPLC Board any concerns
 
or suspicions of tax
 
evasion, the facilitation thereof
or other financial crime by employees, agents, suppliers,
 
customers and clients of the Barclays Group.
 
This letter and enclosures
 
set out the main terms of your appointment and
 
on acceptance will constitute
 
a contract for
 
services.
 
 
Please confirm your
 
acceptance of the appointment as set
 
out in this letter by
 
signing and
 
returning
 
the enclosed duplicate letter.
 
If I can help with
any further information,
 
please do not hesitate to contact me.
 
 
Yours
 
sincerely,
 
 
 
Stephen Shapiro
Company
 
Secretary
Barclays PLC
 
Enclosures:
 
Role Profile for BPLC non
 
-executive directors
 
Dates for BPLC Board
 
and Committee meetings
 
 
I agree to the terms and conditions of my appointment
 
as set out in this letter dated 13 January
 
2020:
 
 
 
 
 
 
 
 
 
Signed:
 
Name:
 
Date: