a4979c-jointfiling
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
February
23, 2022
Barclays PLC and
Barclays Bank PLC
(Names
of Registrants)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No
x
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
This
Report is a joint Report on Form 6-K filed by Barclays PLC and
Barclays
Bank
PLC. All of the issued ordinary share capital of Barclays Bank PLC
is
owned
by Barclays PLC.
This
Report comprises:
Information
given to The London Stock Exchange and furnished pursuant
to
General
Instruction B to the General Instructions to Form 6-K.
EXHIBIT
INDEX
Directorate
Change dated 23 February, 2022
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of
the registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
BARCLAYS
PLC
|
|
(Registrant)
|
Date:
February 23, 2022
|
By: /s/
Garth Wright
--------------------------------
|
|
Garth
Wright
|
|
Assistant
Secretary
|
|
BARCLAYS
BANK PLC
|
|
(Registrant)
|
Date:
February 23, 2022
|
By: /s/
Garth Wright
--------------------------------
|
|
Garth
Wright
|
|
Assistant
Secretary
|
23 February 2022
Barclays PLC and Barclays Bank PLC ("Barclays")
Board Changes
Barclays announces that Tushar Morzaria has decided to retire as
Group Finance Director and as an Executive Director of Barclays PLC
and Barclays Bank PLC, in each case with effect from 22 April 2022.
He will be succeeded by Anna Cross, currently Deputy Group Finance
Director, who will take up the role of Group Finance Director
subject to regulatory approval, and join the Boards of Barclays PLC
and Barclays Bank PLC as an Executive Director, in each case with
effect from 23 April 2022. Anna will also join the Group Executive
Committee, reporting to Group Chief Executive C.S. Venkatakrishnan
(known as Venkat).
Tushar will provide continued support to Venkat as an adviser to
the Group Chief Executive, and will help ensure a smooth transition
to Anna, as well as supporting the Group's business with financial
institutions as Chairman of Global Financial Institutions Group in
the Investment Bank.
Group Chairman, Nigel Higgins said:
"The Board
is delighted to have, in Anna Cross, such a strong internal
successor. Anna was identified over a year ago as the Board's
preferred successor, following a review of potential internal and
external candidates.
Tushar has been an invaluable member of the senior management team
at Barclays since 2013, when he joined as Group Finance Director.
He has played an immense role in the rebuilding of the Group's
financial and operational resilience. The Board is grateful for his
hard work and is delighted that he will have a continuing role with
Barclays."
Group Chief Executive, Venkat said:
"I strongly
endorse Anna's appointment as Group Finance Director. I am
delighted that the Board has asked her to succeed Tushar and look
forward to working closely with Anna as we continue to deliver our
strategy.
Tushar has been an outstanding Group Finance Director and
colleague. I'm pleased that my colleagues and I will be able to tap
into his extensive institutional insight and experience going
forward through his role as Chairman of Global Financial
Institutions Group, and that our clients will be able to benefit
further from his deep knowledge of our industry."
Anna Cross' experience
Anna joined the Group in 2013 and has been Deputy Group Finance
Director since July 2020. Prior to this, she was Group Financial
Controller and before that Chief Financial Officer, Barclays Bank
UK PLC. A qualified chartered accountant, Anna has held finance
roles at Lloyds Banking Group, Halifax Bank of Scotland, and
ASDA.
Changes to Tushar Morzaria's remuneration as a result of the
decision to step down
The Barclays PLC Board Remuneration Committee (the "Committee") has
determined that the following arrangements will apply to Tushar on
stepping down from his Executive Director role, in respect of the
compensation arrangements currently set out in the Remuneration
Report contained in the Barclays PLC 2021 Annual Report (the
"Remuneration Report"):
● given he is stepping down as an Executive
Director, the previously agreed 2022-2024 Barclays Long Term
Incentive Plan ("LTIP") award will not be granted and the
previously agreed Fixed Pay increase that would have been effective
1 March 2022 will not be implemented;
● his bonus in respect of his performance for 2021
will be unchanged in quantum, as set out in the Remuneration
Report. As a result of the LTIP award not being granted, a larger
portion of the element of the bonus that is deferred as an award
under the Share Value Plan will vest over years 3 to 7 and a
smaller portion will vest over years 1 to 2;
and
● for 2022, Tushar will be eligible to receive a
pro-rata discretionary incentive award for his part-year
performance as Group Finance Director, in line with the Directors'
Remuneration Policy.
There are no other remuneration payments in relation to his
stepping down as an Executive Director. The arrangements outlined
above and in the Remuneration Report remain in line with the
Directors' Remuneration Policy.
Anna Cross' remuneration arrangements
Anna's compensation arrangements will reflect her role and
responsibilities and are made in accordance with the Directors'
Remuneration Policy.
On appointment, Anna will receive fixed pay of £1.725m,
delivered 50% in cash (paid monthly) and 50% delivered in Barclays
shares. The shares will be delivered quarterly and will be subject
to a holding period with restrictions lifting over 5 years. Anna
will also receive a cash payment in lieu of pension
of £86,250 per annum, and standard benefits including
medical cover and life assurance.
On an annual basis, Anna will be eligible to be considered for a
discretionary incentive award up to a maximum value of 90% of Fixed
Pay (or such other maximum value as may be set out in any
Directors' Remuneration Policy approved by shareholders and as
applicable from time to time). For 2022, Anna will be eligible to
receive a pro-rata discretionary incentive award for her part-year
performance as Group Finance Director (subject to the maximum value
set out above), and a pro-rata discretionary incentive award for
her part-year performance as Deputy Group Finance
Director.
Anna will be eligible to be considered each year for the grant of
an LTIP award with a total maximum market value in any one year of
134% of Fixed Pay at the date of grant (or such other maximum value
as may be set out in any Directors' Remuneration Policy approved by
shareholders and as applicable from time to time).
In setting the remuneration for Anna, the Committee considered the
skills and relevant experience that she brings, and the benefits of
strong and sustainable leadership in this critical role. They also
considered pay levels at comparable firms and the competitive
market for talent. They concluded that this level of Fixed Pay was
an appropriate starting point, while noting that the maximum total
compensation opportunity that this provides is low compared with
international banking peers.
Regulatory disclosures
Save as detailed below, there are no matters to be disclosed in
respect of Anna Cross' appointment under Listing Rule
9.6.13R.
In the last five years, Anna has been a director of the following
publicly quoted companies: Barclays Bank UK PLC (resigned April
2019) and Motability Operations Group plc (resigned October
2017).
In November 2012, Anna resigned as a director of the following
venture capital owned private companies: Republic (U.K.) Limited
and its subsidiary companies, TPG Raincoat IV, Limited and Guild
Realisations Limited. These companies subsequently entered into
administration during 2013 and were liquidated.
- ENDS -
For further information, please contact:
Investor Relations
Media
Relations
Chris
Manners
Jonathan Tracey
+44
(0) 20 7773
2136
+44 (0) 20 7116 4755
About Barclays
Barclays is a British universal bank. We are diversified by
business, by different types of customer and client, and geography.
Our businesses include consumer banking and payments operations
around the world, as well as a top-tier, full service, global
corporate and investment bank, all of which are supported by our
service company which provides technology, operations and
functional services across the Group. For further information about
Barclays, please visit our website home.barclays.