Summary remuneration report
Remuneration report
This is our summary remuneration report for 2007, presented by Sir Richard Broadbent, Chairman of the Board HR and Remuneration Committee. You can find
our full remuneration report in our 2007 Annual Report, available online at
www.barclays.com/governance/remunerationreport
Shareholders will be asked to approve the full remuneration report at the 2008 AGM. Important context to the report and the disclosures that follow is provided below:
– Group profit before tax was £7.1bn, broadly in line with the prior year;
– Group profit before business disposals increased by 3%; and
– careful management of performance related remuneration has resulted in a reduction in key remuneration ratios relative to 2006, including the absorption of 2007 headcount investment.
Barclays Remuneration Policy remains unchanged, including the commitment to transparency and to policies and programmes that serve well the interests of shareholders.
Barclays policy is to use remuneration to drive a highperformance culture. Outstanding performance will therefore attract outstanding remuneration. This applies to all remuneration policies and practices for all employees in the Group, including executive Directors.
The aims of the Barclays Remuneration Policy are to:
– incentivise excellence in and balance between both
short-term (one year) and longer-term (three years
plus) performance such that the Group financial goals
and the goal of achieving top quartile total shareholder
return (TSR) are met and sustained;
– enable the Group to attract and retain people of
proven ability, experience and skills in the pools in
which we compete for talent;
– encourage behaviour consistent with Barclays Guiding
Principles which leads to excellence and the appropriate
balance in financial performance, governance,
controls, risk management, customer service, people
management, brand and reputation management;
– promote attention to maximising personal contribution,
contribution to the business in which the individual
works and contribution to the Group overall; and
– ensure, both internally and externally, that remuneration
policies and programmes are transparent, well
communicated, easily understood and aligned with
the interests of shareholders
Total Shareholder Return £
Source: Datastream
Schedule 7A of the Companies Act 1985 requires that the graph shows TSR for the five years ending with the relevant financial year.
Director’s aggregate emoluments and other benefits
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2007 Annual Remuneration
a
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Salary
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Annual
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2007
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2006
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and fees
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Benefits
b
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cash bonus
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Total
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Total
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£000
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£000
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£000
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£000
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£000
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Group Chairman
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Marcus Agius
c
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750
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1
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–
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751
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22
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Executive Directors
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John Varley
d
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975
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18
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1,425
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2,418
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2,516
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Robert E Diamond Jr
d,
e
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250
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14
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6,500
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6,764
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10,692
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Gary Hoffman
d
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625
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15
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506
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1,146
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1,108
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Chris Lucas
f
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450
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135
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450
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1,035
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–
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Frits Seegers
d,
g
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700
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199
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1,313
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2,212
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1,630
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Non-executive Directors
h
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David Booth
i
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43
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–
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–
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43
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–
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Sir Richard Broadbent
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180
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–
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–
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180
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147
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Leigh Clifford
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80
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–
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–
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80
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76
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Fulvio Conti
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85
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–
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–
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85
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54
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Dr Danie Cronjé
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217
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–
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–
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217
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326
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Professor Dame Sandra Dawson
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85
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–
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–
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85
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81
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Sir Andrew Likierman
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100
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–
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–
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100
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96
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Sir Nigel Rudd
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200
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–
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–
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200
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200
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Stephen Russell
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145
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–
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–
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145
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137
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Sir John Sunderland
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95
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–
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–
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95
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81
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Former Director
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Naguib Kheraj
d,
j
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175
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44
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438
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657
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2,565
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Forthcoming ESAS and PSP awards
k
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March 2008
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March 2007
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PSP – value
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PSP – value
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Mandatory
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of shares
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Mandatory
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of shares
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ESAS – 2007
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under initial
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ESAS – 2006
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under initial
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results
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allocation
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results
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allocation
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£000
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£000
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£000
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£000
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Executive Directors
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John Varley
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618
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1,200
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699
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1,200
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Robert E Diamond Jr
I
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11,375
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3,000
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4,518
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6,850
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Gary Hoffman
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219
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625
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203
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625
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Chris Lucas
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195
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800
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–
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600
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Frits Seegers
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569
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1,600
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520
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1,000
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-
a
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Emoluments include amounts, if any, payable by subsidiary undertakings. Amounts payable to Dr Danie Cronjé include an amount of ZAR1,926,400 (£136,774) in respect of his Chairmanship of Absa Group Limited from which he retired on 31st July 2007 (2006: ZAR3,114,800 (£249,829)).
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b
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The Group Chairman and executive Directors receive benefits in kind, which may include life and disability cover, the use of a Company owned vehicle or cash equivalent, medical insurance and tax advice. Benefits are provided on similar terms to other senior executives. No Director has an expense allowance.
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c
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Marcus Agius was appointed as a non-executive Director on 1st September 2006 and as Group Chairman from 1st January 2007.
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d
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In 2007 John Varley was a Director of Ascot Authority (Holdings) Limited (Directorship ceased on 31st December 2007) and British Grolux Investments Limited for which he received fees of £20,085 and £7,613 respectively (2006: £26,000 and £7,500 respectively). John Varley is a non-executive Director of AstraZeneca plc for which he received fees of £56,486 in 2007 (2006: £21,075). John Varley is also a member of the International Advisory Panel of the Monetary Authority of Singapore for which he received fees of US$10,000 in 2007 (2006: US$10,000). John Varley is Chairman of Business Action on Homelessness and President of the Employers’ Forum on Disability for which he receives no fees. Robert E Diamond Jr is Chairman of Old Vic Productions plc for which he received no fees in 2007. Gary Hoffman is a Director of Visa (Europe) Limited and Visa (International) Limited for which he receives no fees. Gary Hoffman is also a Director of Trinity Mirror plc for which he received fees of £62,754 in 2007 (2006: £50,000). During the course of his Directorship Naguib Kheraj was a member of the Board of Governors of the Institute of Ismaili Studies and Chairman of the National Committee of the Aga Khan Foundation for which he received no fees in 2007. Naguib Kheraj (up to 31st March 2007) and Frits Seegers are non-executive Directors of Absa Group Limited and Absa Bank Limited. They have both waived their fees, which were paid to Barclays. Their respective fees in 2007 were ZAR136,533 (£9,694) and ZAR469,900 (£33,363) (2006: ZAR425,100 (£34,096) and ZAR75,400 (£6,048) respectively).
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e
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The remuneration for 2007 for Robert E Diamond Jr was based on the performance of Barclays Group, Barclays Capital, Barclays Global Investors and Barclays Wealth, both on an absolute and industry relative basis. The composition of this package continues to be heavily weighted towards elements that are ‘at risk' and reflects practice in the investment banking and investment management industry.
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f
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Chris Lucas was appointed as an executive Director with effect from 1st April 2007. In addition to the amount shown in the ‘Salary and fees’ column above, Chris Lucas received an award under ESAS in recognition of forfeited compensation from his previous employment. Bonus shares are not applicable to this award. Details of this ESAS award are shown in the table on page 153 and the first table on page 154, and are not included in the table above.In addition, Chris Lucas received an award under the PSP which is shown in the table above (footnote k on this page provides further information). Chris Lucas received an allowance of 25% of base salary (£112,500) in lieu of pension contributions. This amount is included in the column for ‘Benefits’ in the table above.
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g
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Frits Seegers received an allowance of 25% of base salary (£175,000) in lieu of pension contributions (pro-rata 2006: £84,028). This amount is included in the column for ‘Benefits’ in the table above.
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h
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£20,000 of each non-executive Director’s base fee of £65,000 is used, after tax, to buy Barclays shares. Further details are provided on page 158.
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i
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David Booth was appointed as a non-executive Director on 1st May 2007.
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j
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Naguib Kheraj ceased to be an executive Director on 31st March 2007. The amounts shown in the table above are in respect of the period from 1st January 2007 to 31st March 2007. During this period Naguib Kheraj received an allowance of 23% of base salary (£40,250) in lieu of pension contributions (2006: £149,500). This amount has been included in the column for ‘Benefits’ above. In order to effect a successful handover to his successor, from 1st April 2007 to 30th April 2007, Naguib Kheraj was paid in accordance with the terms of his service contract (being a total amount of £218,343 which included a discretionary bonus of £145,833). Following the termination of his service contract and taking into consideration the duty to mitigate his loss, no payments were made to Naguib Kheraj in relation to the termination of his contract. Naguib Kheraj was retained by Barclays in a corporate finance advisory role for an eight month period from 1st May 2007 to 31st December 2007. Naguib Kheraj received a payment of £600,000 per month for this period, as well as a payment of £14,178 per month for contractual benefits (including an allowance in lieu of pensions contributions). Naguib Kheraj’s corporate finance role was terminated on 31st December 2007 and no payments were made to Naguib Kheraj on termination of this arrangement.
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k
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The amounts shown for Mandatory ESAS represent the value of Barclays shares to be recommended for an award under Mandatory ESAS for the 2007 results and, recommended for an award under Mandatory ESAS for the 2006 results, including a maximum 30% bonus share element. The Mandatory ESAS awards for the 2006 results are included in the table on page 153 and the first table on page 154. The amounts shown for PSP represent the value of Barclays shares under initial allocation to be recommended for an award under PSP in March 2008 and recommended for an award under PSP in March 2007 (May 2007 for Chris Lucas). The PSP awards granted in 2007 are included in the table on page 153 and the first table on page 155. Please refer to page 147 for further details on ESAS and PSP.
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l
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In addition to the Mandatory ESAS award shown for the 2007 results, Robert E Diamond Jr will receive a separate award under ESAS in respect of the Retained Incentive Opportunity as described in footnote f to the table on page 155. Bonus shares do not apply to the ESAS award in respect of the Retained Incentive Opportunity.
Director’s aggregate emoluments and other benefits
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2007
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2006
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£m
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£m
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Aggregate emoluments
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29.2
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32.0
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Gains made on the exercise of share options
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0.3
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5.5
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Amounts paid under long-term incentive schemes
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–
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–
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Actual pension contributions to money purchase scheme
(2007: one Director, £10,233 and 2006: one Director, £11,414)
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–
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–
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Notional pension contributions to money purchase scheme
(2007: no Directors and 2006: no Directors)
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–
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–
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29.5
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37.5
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As at 31st December 2007, three Directors were accruing retirement benefits under a defined benefit scheme
(2006: four Directors).