UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May, 2005
Barclays PLC and
Barclays Bank PLC
(Names of Registrants)
54 Lombard Street
London EC3P 3AH
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):
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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.
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EXHIBIT INDEX
Directorate Change announcement dated 27 May 2005
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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: May 27, 2005 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Deputy Secretary
BARCLAYS BANK PLC
(Registrant)
Date: May 27, 2005 By: /s/ Patrick Gonsalves
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Patrick Gonsalves
Joint Secretary
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: GBP250,000 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: GBP0 to GBP7,500,000
* Deferred share award under ESAS: GBP0 to GBP2,500,000
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 GBP275,000 in 2005 and up to GBP5,000,000 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 GBP250,000 and
GBP15,250,000 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 - GBP5.34
20.03.02 120 Vested - GBP5.20
14.03.03 120 Unvested 400 GBP3.26
23.03.04 180 Unvested 720 GBP4.80
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 GBP3.97
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 GBP14,850,000 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 GBP20.11
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