(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.
(a)
In respect of your appointment,
you will receive a fee (‘Fee’) of:
i.
£80,000
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 directors
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 participation
from,
shareholders and stakeholders and ensur
ing 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 relevant
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.
(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