20-F 1 fy2020arbplc.htm 20-F fy2020arbplc
 
 
 
 
 
 
UNITED
 
STATES
SECURITIES
 
AND
 
EXCHANGE
 
COMMISSION
WASHINGTON,
 
DC
 
20549
FORM
 
20-F
(Mark
 
One)
 
 
REGISTRATION
 
STATEMENT
 
PURSUANT
 
TO
 
SECTION
 
12(b)
 
OR
 
12(g)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
 
OR
 
ANNUAL
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
 
For
 
the
 
fiscal
 
year
 
ended
 
December
 
31,
 
2020
 
OR
TRANSITION
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
 
For
 
the
 
transition
 
period
 
from
 
to
 
OR
SHELL
 
COMPANY
 
REPORT
 
PURSUANT
 
TO
 
SECTION
 
13
 
OR
 
15(d)
 
OF
 
THE
 
SECURITIES
 
EXCHANGE
 
ACT
 
OF
 
1934
 
Date
 
of
 
event
 
requiring
 
this
 
shell
 
company
 
report
 
 
Commission
 
file
 
number
Barclays
 
PLC
1-09246
 
BARCLAYS
 
PLC
(Exact
 
Name
 
of
 
Registrant
 
as
 
Specified
 
in
 
its
 
Charter)
ENGLAND
(Jurisdiction
 
of
 
Incorporation
 
or
 
Organization)
1
 
CHURCHILL
 
PLACE,
 
LONDON
 
E14
 
5HP,
 
ENGLAND
(Address
 
of
 
Principal
 
Executive
 
Offices)
GARTH
 
WRIGHT,
 
+44
 
(0)20
 
7116
 
3170,
 
GARTH.WRIGHT@BARCLAYS.COM
1
 
CHURCHILL
 
PLACE,
 
LONDON
 
E14
 
5HP,
 
ENGLAND
(Name,
 
Telephone,
 
E-mail
 
and/or
 
Facsimile
 
number
 
and
 
Address
 
of
 
Company
 
Contact
 
Person)
Securities
 
registered
 
or
 
to
 
be
 
registered
 
pursuant
 
to
 
Section
 
12(b)
 
of
 
the
 
Act:
 
Title
 
of
 
each
 
class
Trading
 
symbol(s)
Name
 
of
 
each
 
exchange
on
 
which
 
registered
25p
 
ordinary
 
shares*
Not
 
applicable*
New
 
York
 
Stock
 
Exchange*
American
 
Depositary
 
Shares,
 
each
 
representing
 
four
 
25p
 
ordinary
 
shares
BCS
New
 
York
 
Stock
 
Exchange
4.338%
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2024
BCS24A
New
 
York
 
Stock
 
Exchange
Floating
 
Rate
 
Senior
 
Notes
 
due
 
2024
BCS24B
New
 
York
 
Stock
 
Exchange
4.972%
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2029
BCS29
New
 
York
 
Stock
 
Exchange
4.610%
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2023
BCS23B
New
 
York
 
Stock
 
Exchange
Floating
 
Rate
 
Senior
 
Notes
 
due
 
2023
BCS23C
New
 
York
 
Stock
 
Exchange
4.375%
 
Fixed
 
Rate
 
Subordinated
 
Notes
 
due
 
2024
BCS24
New
 
York
 
Stock
 
Exchange
3.65%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2025
BCS25
New
 
York
 
Stock
 
Exchange
5.25%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2045
BCS45
New
 
York
 
Stock
 
Exchange
3.25%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2021
BCS21B
New
 
York
 
Stock
 
Exchange
4.375%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2026
BCS26
New
 
York
 
Stock
 
Exchange
5.20%
 
Fixed
 
Rate
 
Subordinated
 
Notes
 
due
 
2026
BCS26A
New
 
York
 
Stock
 
Exchange
3.20%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2021
BCS21
New
 
York
 
Stock
 
Exchange
Floating
 
Rate
 
Senior
 
Notes
 
due
 
2021
BCS21A
New
 
York
 
Stock
 
Exchange
Floating
 
Rate
 
Senior
 
Notes
 
due
 
2023
BCS23
New
 
York
 
Stock
 
Exchange
3.684%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2023
BCS23A
New
 
York
 
Stock
 
Exchange
4.337%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2028
BCS28
New
 
York
 
Stock
 
Exchange
4.950%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2047
BCS47
New
 
York
 
Stock
 
Exchange
4.836%
 
Fixed
 
Rate
 
Subordinated
 
Callable
 
Notes
 
due
 
2028
BCS28A
New
 
York
 
Stock
 
Exchange
3.250%
 
Fixed
 
Rate
 
Senior
 
Notes
 
due
 
2033
BCS33
New
 
York
 
Stock
 
Exchange
3.932%
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2025
BCS25A
New
 
York
 
Stock
 
Exchange
5.088%
 
Fixed-to-Floating
 
Rate
 
Subordinated
 
Notes
 
due
 
2030
BCS30
New
 
York
 
Stock
 
Exchange
2.852%
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2026
BCS26B
New
 
York
 
Stock
 
Exchange
2.645%
 
Fixed
 
Rate
 
Resetting
 
Senior
 
Callable
 
Notes
 
due
 
2031
BCS31
New
 
York
 
Stock
 
Exchange
3.564%
 
Fixed
 
Rate
 
Resetting
 
Subordinated
 
Callable
 
Notes
 
due
 
2035
BCS35
New
 
York
 
Stock
 
Exchange
1.007%
 
Fixed
 
Rate
 
Resetting
 
Senior
 
Callable
 
Notes
 
due
 
2024
BCS24C
New
 
York
 
Stock
 
Exchange
*
Not
 
for
 
trading,
 
but
 
in
 
connection
 
with
 
the
 
registration
 
of
 
American
 
Depository
 
Shares,
 
pursuant
 
to
 
the
 
requirements
 
to
 
the
 
Securities
 
and
Exchange
 
Commission.
 
Securities
 
registered
 
or
 
to
 
be
 
registered
 
pursuant
 
to
 
Section
 
12(g)
 
of
 
the
 
Act:
 
None
Securities
 
for
 
which
 
there
 
is
 
a
 
reporting
 
obligation
 
pursuant
 
to
 
Section
 
15(d)
 
of
 
the
 
Act:
 
None
Indicate
 
the
 
number
 
of
 
outstanding
 
shares
 
of
 
each
 
of
 
the
 
issuer’s
 
classes
 
of
 
capital
 
or
 
common
 
stock
 
as
 
of
 
the
 
close
 
of
 
the
 
period
 
covered
 
by
 
the
annual
 
report.
25p
 
ordinary
 
shares
17,359,296,032
Indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
is
 
a
 
well-known
 
seasoned
 
issuer,
 
as
 
defined
 
in
 
Rule
 
405
 
of
 
the
 
Securities
 
Act.
Yes
 
No
If
 
this
 
report
 
is
 
an
 
annual
 
or
 
transition
 
report,
 
indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
is
 
not
 
required
 
to
 
file
 
reports
 
pursuant
 
to
 
Section
 
13
 
or
 
15(d)
 
of
the
 
Securities
 
Exchange
 
Act
 
1934.
Yes
 
No
Note
 
 
Checking
 
the
 
box
 
above
 
will
 
not
 
relieve
 
any
 
registrant
 
required
 
to
 
file
 
reports
 
pursuant
 
to
 
Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
 
Exchange
 
Act
of
 
1934
 
from
 
their
 
obligations
 
under
 
those
 
Sections.
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
(1)
 
has
 
filed
 
all
 
reports
 
required
 
to
 
be
 
filed
 
by
 
Section
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
1934
 
during
 
the
 
preceding
 
12
 
months
 
(or
 
for
 
such
 
shorter
 
period
 
that
 
the
 
registrant
 
was
 
required
 
to
 
file
 
such
 
reports),
 
and
 
(2)
 
has
 
been
 
subject
 
to
such
 
filing
 
requirements
 
for
 
the
 
past
 
90
 
days.
Yes
 
No
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
submitted
 
electronically
 
every
 
Interactive
 
Data
 
File
 
required
 
to
 
be
 
submitted
 
pursuant
 
to
 
Rule
 
405
of
 
Regulation
 
S-T
 
 
232.405
 
of
 
this
 
chapter)
 
during
 
the
 
preceding
 
12
 
months
 
(or
 
for
 
such
 
shorter
 
period
 
that
 
the
 
registrant
 
was
 
required
 
to
 
submit
and
 
submit
 
such
 
files).
 
Yes
 
No
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
is
 
a
 
large
 
accelerated
 
filer,
 
an
 
accelerated
 
filer,
 
a
 
non-accelerated
 
filer,
 
or
 
an
 
emerging
 
growth
company.
 
See
 
definition
 
of
 
“large
 
accelerated
 
filer”,
 
“accelerated
 
filer”
 
and
 
“emerging
 
growth
 
company”
 
in
 
Rule
 
12b-2
 
of
 
the
 
Exchange
 
Act:
Large
 
Accelerated
 
Filer
Accelerated
 
Filer
Non-Accelerated
 
Filer
Emerging
 
growth
 
company
If
 
an
 
emerging
 
growth
 
company
 
that
 
prepares
 
its
 
financial
 
statements
 
in
 
accordance
 
with
 
U.S.
 
GAAP,
 
indicate
 
by
 
check
 
mark
 
if
 
the
 
registrant
 
has
elected
 
not
 
to
 
use
 
the
 
extended
 
transition
 
period
 
for
 
complying
 
with
 
any
 
new
 
or
 
revised
 
financial
 
accounting
 
standards†
 
provided
 
pursuant
 
to
Section
 
13(a)
 
of
 
the
 
Exchange
 
Act.
 
The
 
term
 
“new
 
or
 
revised
 
financial
 
accounting
 
standard”
 
refers
 
to
 
any
 
update
 
issued
 
by
 
the
 
Financial
 
Accounting
 
Standards
 
Board
 
to
 
its
Accounting
 
Standards
 
Codification
 
after
 
April
 
5,
 
2012.
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
filed
 
a
 
report
 
on
 
and
 
attestation
 
to
 
its
 
management’s
 
assessment
 
of
 
the
 
effectiveness
 
of
 
its
internal
 
control
 
over
 
financial
 
reporting
 
under
 
Section
 
404(b)
 
of
 
the
 
Sarbanes-Oxley
 
Act
 
(15
 
U.S.C.
 
7262(b))
 
by
 
the
 
registered
 
public
 
accounting
 
firm
that
 
prepared
 
or
 
issued
 
its
 
audit
 
report.
*Indicate
 
by
 
check
 
mark
 
which
 
basis
 
of
 
accounting
 
the
 
registrant
 
has
 
used
 
to
 
prepare
 
the
 
financial
 
statements
 
included
 
in
 
this
 
filing:
U.S.
 
GAAP
International
 
Financial
 
Reporting
 
Standards
 
as
 
issued
 
by
 
the
 
International
 
Accounting
 
Standards
 
Board
 
Other
*If
 
“Other”
 
has
 
been
 
checked
 
in
 
response
 
to
 
the
 
previous
 
question,
 
indicate
 
by
 
check
 
mark
 
which
 
financial
 
statement
 
item
 
the
 
registrant
 
has
 
elected
to
 
follow:
Item
 
17
Item
 
18
If
 
this
 
is
 
an
 
annual
 
report,
 
indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
is
 
a
 
shell
 
company
 
(as
 
defined
 
in
 
Rule
 
12b-2
 
of
 
the
 
Exchange
 
Act).
Yes
 
No
(APPLICABLE
 
ONLY
 
TO
 
ISSUERS
 
INVOLVED
 
IN
 
BANKRUPTCY
 
PROCEEDINGS
 
DURING
 
THE
 
PAST
 
FIVE
 
YEARS)
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
has
 
filed
 
all
 
documents
 
and
 
reports
 
required
 
to
 
be
 
filed
 
by
 
Section
 
12,
 
13
 
or
 
15(d)
 
of
 
the
 
Securities
Exchange
 
Act
 
of
 
1934
 
subsequent
 
to
 
the
 
distribution
 
of
 
securities
 
under
 
a
 
plan
 
confirmed
 
by
 
a
 
court.
Yes
 
No
 
SEC
 
Form
 
20-F
 
Cross
 
reference
 
information
Form
 
20-F
 
item
 
number
Page
 
and
 
caption
 
references
in
 
this
 
document*
1
Identity
 
of
 
Directors,
 
Senior
 
Management
 
and
 
Advisers
Not
 
applicable
2
Offer
 
Statistics
 
and
 
Expected
 
Timetable
Not
 
applicable
3
Key
 
Information
A.
 
Selected
 
financial
 
data
187,
 
189,
 
308
B.
 
Capitalization
 
and
 
indebtedness
Not
 
applicable
C.
 
Reason
 
for
 
the
 
offer
 
and
 
use
 
of
 
proceeds
Not
 
applicable
D.
 
Risk
 
factors
91-101
4
Information
 
on
 
the
 
Company
A.
 
History
 
and
 
development
 
of
 
the
 
company
i
 
(Notes),
 
184-205,
 
271-274
 
(Note
 
26),
 
299-301
(Note
 
41),
 
305,
 
313
B.
 
Business
 
overview
ii
 
(Market
 
and
 
other
 
data),
 
152,
 
162,
 
178-183,
191-197,
 
224-225
 
(Note
 
2)
C.
 
Organizational
 
structure
289-292
 
(Notes
 
34
 
and
 
35),
 
324-327
D.
 
Property,
 
plants
 
and
 
equipment
261-
 
265
 
(Notes
 
20
 
and
 
21)
4A
Unresolved
 
staff
 
comments
Not
 
applicable
5
Operating
 
and
 
Financial
 
Review
 
and
 
Prospects
A.
 
Operating
 
results
88-109,
 
145,
 
168,
 
173-177,
 
184-205,
 
239-247
(Note
 
14)
B.
 
Liquidity
 
and
 
capital
 
resources
145,
 
150-162,
 
163-164,
 
171-172,
 
216,
 
219,
 
239-
247
 
(Note
 
14),
 
275-278
 
(Notes
 
27
 
and
 
28),
 
289-
290
 
(Note
 
34),
 
293-294
 
(Note
 
37),
 
328-338
C.
 
Research
 
and
 
development,
 
patents
 
and
 
licenses,
 
etc.
43
D.
 
Trend
 
information
91-101,
 
150-175,
 
184-205
E.
 
Off
 
-balance
 
sheet
 
arrangements
112
 
-115,
 
133-134,
 
160,
 
270
 
(Note
 
25),
 
290-292
(Note
 
35)
F.
 
Tabular
 
disclosure
 
of
 
contractual
 
obligations
330
G.
 
Safe
 
harbor
ii
 
(Forward-looking
 
statements)
6
Directors,
 
Senior
 
Management
 
and
 
Employees
A.
 
Directors
 
and
 
senior
 
management
3-6,
 
317-319
B.
 
Compensation
47-50,
 
57,
 
68-73,
 
77,
 
169-170,
 
282-288
 
(Notes
32
 
and
 
33),
 
296-298
 
(Note
 
39),
 
322-323
C.
 
Board
 
practices
3-6,
 
14-22,
 
40,
 
54-90
D.
 
Employees
81-85,
 
191,
 
193,
 
197,
 
224-225
 
(Note
 
2)
E.
 
Share
 
ownership
77,
 
282-283
 
(Note
 
32),
 
296-298
 
(Note
 
39),
 
322-
323
7
Major
 
Shareholders
 
and
 
Related
 
Party
 
Transactions
A.
 
Major
 
shareholders
44,
 
316
B.
 
Related
 
party
 
transactions
C.
 
Interests
 
of
 
experts
 
and
 
counsel
296-298
 
(Note
 
39),
 
347
Not
 
applicable
8
Financial
 
Information
A.
 
Consolidated
 
statements
 
and
 
other
 
financial
 
information
207-302,
 
306
B.
 
Significant
 
changes
Not
 
applicable
9
The
 
Offer
 
and
 
Listing
A.
 
Offer
 
and
 
listing
 
details
308,
 
315
B.
 
Plan
 
of
 
distribution
Not
 
applicable
C.
 
Markets
308,
 
315
D.
 
Selling
 
shareholders
Not
 
applicable
E.
 
Dilution
Not
 
applicable
F.
 
Expenses
 
of
 
the
 
issue
Not
 
applicable
10
Additional
 
Information
A.
 
Share
 
capital
Not
 
applicable
B.
 
Memorandum
 
and
 
Articles
 
of
 
Association
43-45,
 
305-307
C.
 
Material
 
contracts
54-56,
 
78
D.
 
Exchange
 
controls
313
E.
 
Taxation
309-312
F.
 
Dividends
 
and
 
paying
 
agents
Not
 
applicable
G.
 
Statement
 
by
 
experts
Not
 
applicable
H.
 
Documents
 
on
 
display
313
I.
 
Subsidiary
 
information
289-290
 
(Note
 
34),
 
324-327
11
Quantitative
 
and
 
Qualitative
 
Disclosure
 
about
 
Market
 
Risk
86-183,
 
239-259
 
(Notes
 
14-17)
12
Description
 
of
 
Securities
 
Other
 
than
 
Equity
 
Securities
A.
 
Debt
 
Securities
Not
 
applicable
B.
 
Warrants
 
and
 
Rights
Not
 
applicable
C.
 
Other
 
Securities
Not
 
applicable
D.
 
American
 
Depositary
 
Shares
308,
 
314
13
Defaults,
 
Dividends
 
Arrearages
 
and
 
Delinquencies
Not
 
applicable
14
Material
 
Modifications
 
to
 
the
 
Rights
 
of
 
Security
 
Holders
 
and
 
Use
 
of
 
Proceeds
Not
 
applicable
15
Controls
 
and
 
Procedures
A.
 
Disclosure
 
controls
 
and
 
procedures
317
B.
 
Management’s
 
annual
 
report
 
on
 
internal
 
control
 
over
 
financial
 
reporting
39-40
C.
 
Attestation
 
report
 
of
 
the
 
registered
 
public
 
accounting
 
firm
207-210
D.
 
Changes
 
in
 
internal
 
control
 
over
 
financial
 
reporting
40
16A
Audit
 
Committee
 
Financial
 
Expert
14-15
16B
Code
 
of
 
Ethics
315
 
16C
Principal
 
Accountant
 
Fees
 
and
 
Services
21-22,
 
298
 
(Note
 
40)
16D
Exemptions
 
from
 
the
 
Listing
 
Standards
 
for
 
Audit
 
Committees
Not
 
applicable
16E
Purchases
 
of
 
Equity
 
Securities
 
by
 
the
 
Issuer
 
and
 
Affiliated
 
Purchasers
44
16F
Change
 
in
 
Registrant’s
 
Certifying
 
Accountant
Not
 
applicable
16G
Corporate
 
Governance
315
16H
Mine
 
Safety
 
Disclosure
Not
 
applicable
17
Financial
 
Statements
Not
 
applicable
 
(See
 
Item
 
8)
18
Financial
 
Statements
Not
 
applicable
 
(See
 
Item
 
8)
19
Exhibits
Exhibit
 
Index
*
 
Captions
 
have
 
been
 
included
 
only
 
in
 
respect
 
of
 
pages
 
with
 
multiple
 
sections
 
on
 
the
 
same
 
page
 
in
 
order
 
to
 
identify
 
the
 
relevant
 
caption
 
on
 
that
page
 
covered
 
by
 
the
 
corresponding
 
Form
 
20-F
 
item
 
number.
fy2020arbplcp6i0.gif fy2020arbplcp6i1.gif fy2020arbplcp6i3.gif fy2020arbplcp6i2.gif
 
Making
 
a
 
difference
Barclays
 
PLC
2020
 
Annual
 
Report
 
on
 
Form
 
20
 
-F
 
Notes
The
 
terms
 
Barclays
 
or
 
Group
 
refer
 
to
 
Barclays
 
PLC
 
together
 
with
 
its
 
subsidiaries.
 
Unless
 
otherwise
 
stated,
 
the
 
income
 
statement
 
analysis
 
compares
the
 
year
 
ended
 
31
 
December
 
2020
 
to
 
the
 
corresponding
 
twelve
 
months
 
of
 
2019
 
and
 
balance
 
sheet
 
analysis
 
as
 
at
 
31
 
December
 
2020
 
with
comparatives
 
relating
 
to
 
31
 
December
 
2019.
 
The
 
abbreviations
 
‘£m’
 
and
 
‘£bn’
 
represent
 
millions
 
and
 
thousands
 
of
 
millions
 
of
 
Pounds
 
Sterling
respectively;
 
the
 
abbreviations
 
‘$m’
 
and
 
‘$bn’
 
represent
 
millions
 
and
 
thousands
 
of
 
millions
 
of
 
US
 
Dollars
 
respectively;
 
and
 
the
 
abbreviations
 
‘€m’
and
 
‘€bn’
 
represent
 
millions
 
and
 
thousands
 
of
 
millions
 
of
 
Euros
 
respectively.
There
 
are
 
a
 
number
 
of
 
key
 
judgement
 
areas,
 
for
 
example
 
impairment
 
calculations,
 
which
 
are
 
based
 
on
 
models
 
and
 
which
 
are
 
subject
 
to
 
ongoing
adjustment
 
and
 
modifications.
 
Reported
 
numbers
 
reflect
 
best
 
estimates
 
and
 
judgements
 
at
 
the
 
given
 
point
 
in
 
time.
Relevant
 
terms
 
that
 
are
 
used
 
in
 
this
 
document
 
but
 
are
 
not
 
defined
 
under
 
applicable
 
regulatory
 
guidance
 
or
 
International
 
Financial
 
Reporting
Standards
 
(IFRS)
 
are
 
explained
 
in
 
the
 
results
 
glossary
 
that
 
can
 
be
 
accessed
 
at
 
home.barclays/investor-relations/reports-and-events/latest-financial-
results.
The
 
information
 
in
 
this
 
announcement,
 
which
 
was
 
approved
 
by
 
the
 
Board
 
of
 
Directors
 
on
 
17
 
February
 
2021,
 
does
 
not
 
comprise
 
statutory
 
accounts
within
 
the
 
meaning
 
of
 
Section
 
434
 
of
 
the
 
Companies
 
Act
 
2006.
 
Statutory
 
accounts
 
for
 
the
 
year
 
ended
 
31
 
December
 
2020,
 
which
 
contain
 
an
unmodified
 
audit
 
report
 
under
 
Section
 
495
 
of
 
the
 
Companies
 
Act
 
2006
 
(which
 
does
 
not
 
make
 
any
 
statements
 
under
 
Section
 
498
 
of
 
the
 
Companies
Act
 
2006),
 
will
 
be
 
delivered
 
to
 
the
 
Registrar
 
of
 
Companies
 
in
 
accordance
 
with
 
Section
 
441
 
of
 
the
 
Companies
 
Act
 
2006.
Barclays
 
is
 
a
 
frequent
 
issuer
 
in
 
the
 
debt
 
capital
 
markets
 
and
 
regularly
 
meets
 
with
 
investors
 
via
 
formal
 
road-shows
 
and
 
other
 
ad
 
hoc
 
meetings.
Consistent
 
with
 
its
 
usual
 
practice,
 
Barclays
 
expects
 
that
 
from
 
time
 
to
 
time
 
over
 
the
 
coming
 
quarter
 
it
 
will
 
meet
 
with
 
investors
 
globally
 
to
 
discuss
these
 
results
 
and
 
other
 
matters
 
relating
 
to
 
the
 
Group.
Non-IFRS
 
performance
 
measures
Barclays
 
management
 
believes
 
that
 
the
 
non-IFRS
 
performance
 
measures
 
included
 
in
 
this
 
document
 
provide
 
valuable
 
information
 
to
 
the
 
readers
 
of
the
 
financial
 
statements
 
as
 
they
 
enable
 
the
 
reader
 
to
 
identify
 
a
 
more
 
consistent
 
basis
 
for
 
comparing
 
the
 
businesses’
 
performance
 
between
 
financial
periods
 
and
 
provide
 
more
 
detail
 
concerning
 
the
 
elements
 
of
 
performance
 
which
 
the
 
managers
 
of
 
these
 
businesses
 
are
 
most
 
directly
 
able
 
to
influence
 
or
 
are
 
relevant
 
for
 
an
 
assessment
 
of
 
the
 
Group.
 
They
 
also
 
reflect
 
an
 
important
 
aspect
 
of
 
the
 
way
 
in
 
which
 
operating
 
targets
 
are
 
defined
and
 
performance
 
is
 
monitored
 
by
 
Barclays
 
management.
 
However,
 
any
 
non-IFRS
 
performance
 
measures
 
in
 
this
 
document
 
are
 
not
 
a
 
substitute
 
for
IFRS
 
measures
 
and
 
readers
 
should
 
consider
 
the
 
IFRS
 
measures
 
as
 
well.
 
Refer
 
to
 
the
 
appendix
 
on
 
pages
 
198
 
to
 
205
 
for
 
further
 
information
 
and
calculations
 
of
 
non-IFRS
 
performance
 
measures
 
included
 
throughout
 
this
 
document,
 
and
 
the
 
most
 
directly
 
comparable
 
IFRS
 
measures.
Key
 
non-IFRS
 
measures
 
included
 
in
 
this
 
document,
 
and
 
the
 
most
 
directly
 
comparable
 
IFRS
 
measures,
 
are:
 
Attributable
 
profit/(loss)
 
excluding
 
litigation
 
and
 
conduct
 
represents
 
attributable
 
profit/(loss)
 
excluding
 
litigation
 
and
 
conduct
 
charges.
 
The
comparable
 
IFRS
 
measure
 
is
 
attributable
 
profit/(loss).
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Average
 
allocated
 
equity
 
represents
 
the
 
average
 
shareholders’
 
equity
 
that
 
is
 
allocated
 
to
 
the
 
businesses.
 
The
 
comparable
 
IFRS
 
measure
 
is
average
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Average
 
allocated
 
tangible
 
equity
 
is
 
calculated
 
as
 
the
 
average
 
of
 
the
 
previous
 
month’s
 
period
 
end
 
allocated
 
tangible
 
equity
 
and
 
the
 
current
month’s
 
period
 
end
 
allocated
 
tangible
 
equity.
 
The
 
average
 
allocated
 
tangible
 
equity
 
for
 
the
 
period
 
is
 
the
 
average
 
of
 
the
 
monthly
 
averages
 
within
 
that
period.
 
Period
 
end
 
allocated
 
tangible
 
equity
 
is
 
calculated
 
as
 
13.0%
 
(2019:
 
13.0%)
 
of
 
RWAs
 
for
 
each
 
business,
 
adjusted
 
for
 
capital
 
deductions,
excluding
 
goodwill
 
and
 
intangible
 
assets,
 
reflecting
 
the
 
assumptions
 
the
 
Group
 
uses
 
for
 
capital
 
planning
 
purposes.
 
Head
 
Office
 
allocated
 
tangible
equity
 
represents
 
the
 
difference
 
between
 
the
 
Group’s
 
tangible
 
shareholders’
 
equity
 
and
 
the
 
amounts
 
allocated
 
to
 
businesses.
 
The
 
comparable
 
IFRS
measure
 
is
 
average
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Average
 
tangible
 
shareholders’
 
equity
 
is
 
calculated
 
as
 
the
 
average
 
of
 
the
 
previous
 
month’s
 
period
 
end
 
tangible
 
equity
 
and
 
the
 
current
 
month’s
period
 
end
 
tangible
 
equity.
 
The
 
average
 
tangible
 
shareholders’
 
equity
 
for
 
the
 
period
 
is
 
the
 
average
 
of
 
the
 
monthly
 
averages
 
within
 
that
 
period.
 
The
comparable
 
IFRS
 
measure
 
is
 
average
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Basic
 
earnings
 
per
 
share
 
excluding
 
litigation
 
and
 
conduct
 
is
 
calculated
 
by
 
dividing
 
statutory
 
profit
 
after
 
tax
 
attributable
 
to
 
ordinary
 
shareholders
excluding
 
litigation
 
and
 
conduct
 
charges,
 
by
 
the
 
basic
 
weighted
 
average
 
number
 
of
 
shares.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
basic
 
earnings
 
per
share.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Cost:
 
income
 
ratio
 
excluding
 
litigation
 
and
 
conduct
 
represents
 
operating
 
expenses
 
excluding
 
litigation
 
and
 
conduct
 
charges,
 
divided
 
by
 
total
income.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
cost:
 
income
 
ratio.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Operating
 
expenses
 
excluding
 
litigation
 
and
 
conduct
 
represents
 
operating
 
expenses
 
excluding
 
litigation
 
and
 
conduct
 
charges.
 
The
 
comparable
IFRS
 
measure
 
is
 
operating
 
expenses.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Operating
 
expenses
 
excluding
 
litigation
 
and
 
conduct,
 
and
 
a
 
Guaranteed
 
Minimum
 
Payments
 
(GMP)
 
charge
 
of
 
£140m
 
for
 
2018
 
represents
operating
 
expenses
 
excluding
 
litigation
 
and
 
conduct
 
charges,
 
and
 
a
 
GMP
 
charge
 
of
 
£140m
 
for
 
2018.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
operating
expenses.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
187;
 
Pre-provision
 
profits
 
is
 
calculated
 
by
 
excluding
 
credit
 
impairment
 
charges
 
from
 
profit
 
before
 
tax.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
profit
 
before
tax.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Pre-provision
 
profits
 
excluding
 
litigation
 
and
 
conduct
 
is
 
calculated
 
by
 
excluding
 
litigation
 
and
 
conduct,
 
and
 
credit
 
impairment
 
charges
 
from
 
profit
before
 
tax.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
profit
 
before
 
tax.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Profit/(loss)
 
before
 
tax
 
excluding
 
litigation
 
and
 
conduct
 
represents
 
profit/(loss)
 
before
 
tax
 
excluding
 
litigation
 
and
 
conduct
 
charges.
 
The
comparable
 
IFRS
 
measure
 
is
 
profit/(loss)
 
before
 
tax.
 
A
 
reconciliation
 
is
 
provided
 
on
 
pages
 
202
 
to
 
205;
 
Return
 
on
 
average
 
allocated
 
equity
 
represents
 
the
 
return
 
on
 
shareholders’
 
equity
 
that
 
is
 
allocated
 
to
 
the
 
businesses.
 
The
 
comparable
 
IFRS
measure
 
is
 
return
 
on
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
200;
 
Return
 
on
 
average
 
allocated
 
tangible
 
equity
 
is
 
calculated
 
as
 
the
 
annualised
 
profit
 
after
 
tax
 
attributable
 
to
 
ordinary
 
equity
 
holders
 
of
 
the
 
parent,
 
as
a
 
proportion
 
of
 
average
 
allocated
 
tangible
 
equity.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
return
 
on
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
201;
 
 
Return
 
on
 
average
 
allocated
 
tangible
 
equity
 
excluding
 
litigation
 
and
 
conduct
 
is
 
calculated
 
as
 
the
 
annualised
 
profit
 
after
 
tax
 
attributable
 
to
 
ordinary
equity
 
holders
 
of
 
the
 
parent
 
excluding
 
litigation
 
and
 
conduct
 
charges,
 
as
 
a
 
proportion
 
of
 
average
 
allocated
 
tangible
 
equity.
 
The
 
comparable
 
IFRS
measure
 
is
 
return
 
on
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
202;
 
Return
 
on
 
average
 
tangible
 
shareholders’
 
equity
 
is
 
calculated
 
as
 
the
 
annualised
 
profit
 
after
 
tax
 
attributable
 
to
 
ordinary
 
equity
 
holders
 
of
 
the
 
parent,
as
 
a
 
proportion
 
of
 
average
 
shareholders’
 
equity
 
excluding
 
non-controlling
 
interests
 
and
 
other
 
equity
 
instruments
 
adjusted
 
for
 
the
 
deduction
 
of
intangible
 
assets
 
and
 
goodwill.
 
The
 
comparable
 
IFRS
 
measure
 
is
 
return
 
on
 
equity.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
204;
 
and
 
Tangible
 
net
 
asset
 
value
 
per
 
share
 
is
 
calculated
 
by
 
dividing
 
shareholders’
 
equity,
 
excluding
 
non-controlling
 
interests
 
and
 
other
 
equity
 
instruments,
less
 
goodwill
 
and
 
intangible
 
assets,
 
by
 
the
 
number
 
of
 
issued
 
ordinary
 
shares.
 
A
 
reconciliation
 
is
 
provided
 
on
 
page
 
205.
Forward-looking
 
statements
This
 
document
 
contains
 
certain
 
forward-looking
 
statements
 
within
 
the
 
meaning
 
of
 
Section
 
21E
 
of
 
the
 
US
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
amended,
 
and
 
Section
 
27A
 
of
 
the
 
US
 
Securities
 
Act
 
of
 
1933,
 
as
 
amended,
 
with
 
respect
 
to
 
the
 
Group.
 
Barclays
 
cautions
 
readers
 
that
 
no
 
forward-
looking
 
statement
 
is
 
a
 
guarantee
 
of
 
future
 
performance
 
and
 
that
 
actual
 
results
 
or
 
other
 
financial
 
condition
 
or
 
performance
 
measures
 
could
 
differ
materially
 
from
 
those
 
contained
 
in
 
the
 
forward-looking
 
statements.
 
These
 
forward-looking
 
statements
 
can
 
be
 
identified
 
by
 
the
 
fact
 
that
 
they
 
do
 
not
relate
 
only
 
to
 
historical
 
or
 
current
 
facts.
 
Forward-looking
 
statements
 
sometimes
 
use
 
words
 
such
 
as
 
‘may’,
 
‘will’,
 
‘seek’,
 
‘continue’,
 
‘aim’,
 
‘anticipate’,
‘target’,
 
‘projected’,
 
‘expect’,
 
‘estimate’,
 
‘intend’,
 
‘plan’,
 
‘goal’,
 
‘believe’,
 
‘achieve’
 
or
 
other
 
words
 
of
 
similar
 
meaning.
 
Forward-looking
 
statements
 
can
be
 
made
 
in
 
writing
 
but
 
also
 
may
 
be
 
made
 
verbally
 
by
 
members
 
of
 
the
 
management
 
of
 
the
 
Group
 
(including,
 
without
 
limitation,
 
during
 
management
presentations
 
to
 
financial
 
analysts)
 
in
 
connection
 
with
 
this
 
document.
 
Examples
 
of
 
forward-looking
 
statements
 
include,
 
among
 
others,
 
statements
 
or
guidance
 
regarding
 
or
 
relating
 
to
 
the
 
Group’s
 
future
 
financial
 
position,
 
income
 
growth,
 
assets,
 
impairment
 
charges,
 
provisions,
 
business
 
strategy,
capital,
 
leverage
 
and
 
other
 
regulatory
 
ratios,
 
capital
 
distributions
 
(including
 
dividend
 
payout
 
ratios
 
and
 
expected
 
payment
 
strategies),
 
projected
levels
 
of
 
growth
 
in
 
the
 
banking
 
and
 
financial
 
markets,
 
projected
 
costs
 
or
 
savings,
 
any
 
commitments
 
and
 
targets,
 
estimates
 
of
 
capital
 
expenditures,
plans
 
and
 
objectives
 
for
 
future
 
operations,
 
projected
 
employee
 
numbers,
 
IFRS
 
impacts
 
and
 
other
 
statements
 
that
 
are
 
not
 
historical
 
fact.
 
By
 
their
nature,
 
forward-looking
 
statements
 
involve
 
risk
 
and
 
uncertainty
 
because
 
they
 
relate
 
to
 
future
 
events
 
and
 
circumstances.
 
The
 
forward-looking
statements
 
speak
 
only
 
as
 
at
 
the
 
date
 
on
 
which
 
they
 
are
 
made.
 
Forward-looking
 
statements
 
may
 
be
 
affected
 
by:
 
changes
 
in
 
legislation;
 
the
development
 
of
 
standards
 
and
 
interpretations
 
under
 
IFRS,
 
including
 
evolving
 
practices
 
with
 
regard
 
to
 
the
 
interpretation
 
and
 
application
 
of
accounting
 
and
 
regulatory
 
standards;
the
 
outcome
 
of
 
current
 
and
 
future
 
legal
 
proceedings
 
and
 
regulatory
 
investigations;
 
future
 
levels
 
of
 
conduct
provisions;
 
the
 
policies
 
and
 
actions
 
of
 
governmental
 
and
 
regulatory
 
authorities;
 
the
 
Group’s
 
ability
 
along
 
with
 
government
 
and
 
other
 
stakeholders
 
to
manage
 
and
 
mitigate
 
the
 
impacts
 
of
 
climate
 
change
 
effectively;
 
geopolitical
 
risks;
 
and
 
the
 
impact
 
of
 
competition.
 
In
 
addition,
 
factors
 
including
 
(but
not
 
limited
 
to)
 
the
 
following
 
may
 
have
 
an
 
effect:
 
capital,
 
leverage
 
and
 
other
 
regulatory
 
rules
 
applicable
 
to
 
past,
 
current
 
and
 
future
 
periods;
 
UK,
 
US,
Eurozone
 
and
 
global
 
macroeconomic
 
and
 
business
 
conditions;
 
the
 
effects
 
of
 
any
 
volatility
 
in
 
credit
 
markets;
 
market
 
related
 
risks
 
such
 
as
 
changes
 
in
interest
 
rates
 
and
 
foreign
 
exchange
 
rates;
 
effects
 
of
 
changes
 
in
 
valuation
 
of
 
credit
 
market
 
exposures;
 
changes
 
in
 
valuation
 
of
 
issued
 
securities;
volatility
 
in
 
capital
 
markets;
 
changes
 
in
 
credit
 
ratings
 
of
 
any
 
entity
 
within
 
the
 
Group
 
or
 
any
 
securities
 
issued
 
by
 
such
 
entities;
 
direct
 
and
 
indirect
impacts
 
of
 
the
 
coronavirus
 
(COVID-19)
 
pandemic;
 
instability
 
as
 
a
 
result
 
of
 
the
 
UK’s
 
exit
 
from
 
the
 
European
 
Union
 
(EU),
 
the
 
effects
 
of
 
the
 
EU-UK
Trade
 
and
 
Cooperation
 
Agreement
 
and
 
the
 
disruption
 
that
 
may
 
subsequently
 
result
 
in
 
the
 
UK
 
and
 
globally;
 
the
 
risk
 
of
 
cyber-attacks,
 
information
 
or
security
 
breaches
 
or
 
technology
 
failures
 
on
 
the
 
Group’s
 
business
 
or
 
operations;
 
and
 
the
 
success
 
of
 
future
 
acquisitions,
 
disposals
 
and
 
other
 
strategic
transactions.
 
A
 
number
 
of
 
these
 
influences
 
and
 
factors
 
are
 
beyond
 
the
 
Group’s
 
control.
 
As
 
a
 
result,
 
the
 
Group’s
 
actual
 
financial
 
position,
 
future
results,
 
capital
 
distributions,
 
capital,
 
leverage
 
or
 
other
 
regulatory
 
ratios
 
or
 
other
 
financial
 
and
 
non-financial
 
metrics
 
or
 
performance
 
measures
 
may
differ
 
materially
 
from
 
the
 
statements
 
or
 
guidance
 
set
 
forth
 
in
 
the
 
Group’s
 
forward-looking
 
statements.
Subject
 
to
 
our
 
obligations
 
under
 
the
 
applicable
 
laws
 
and
 
regulations
 
of
 
any
 
relevant
 
jurisdiction,
 
(including,
 
without
 
limitation,
 
the
 
UK
 
and
 
the
 
US),
 
in
relation
 
to
 
disclosure
 
and
 
ongoing
 
information,
 
we
 
undertake
 
no
 
obligation
 
to
 
update
 
publicly
 
or
 
revise
 
any
 
forward-looking
 
statements,
 
whether
 
as
 
a
result
 
of
 
new
 
information,
 
future
 
events
 
or
 
otherwise.
Market
 
and
 
other
 
data
This
 
document
 
contains
 
information,
 
including
 
statistical
 
data,
 
about
 
certain
 
Barclays
 
markets
 
and
 
its
 
competitive
 
position.
 
Except
 
as
 
otherwise
indicated,
 
this
 
information
 
is
 
taken
 
or
 
derived
 
from
 
Datastream
 
and
 
other
 
external
 
sources.
 
Barclays
 
cannot
 
guarantee
 
the
 
accuracy
 
of
 
information
taken
 
from
 
external
 
sources,
 
or
 
that,
 
in
 
respect
 
of
 
internal
 
estimates,
 
a
 
third
 
party
 
using
 
different
 
methods
 
would
 
obtain
 
the
 
same
 
estimates
 
as
Barclays.
Uses
 
of
 
Internet
 
addresses
This
 
document
 
contains
 
inactive
 
textual
 
addresses
 
to
 
internet
 
websites
 
operated
 
by
 
us
 
and
 
third
 
parties.
 
Reference
 
to
 
such
 
websites
 
is
 
made
 
for
information
 
purposes
 
only,
 
and
 
information
 
found
 
at
 
such
 
websites
 
is
 
not
 
incorporated
 
by
 
reference
 
into
 
this
 
document.
References
 
to
 
Strategic
 
Report,
 
Pillar
 
3
 
Report
 
and
 
TCFD
 
Report
This
 
document
 
contains
 
references
 
throughout
 
to
 
the
 
Barclays
 
PLC
 
Strategic
 
Report,
 
Pillar
 
3
 
Report
 
and
 
TCFD
 
Report.
 
References
 
to
 
the
aforementioned
 
reports
 
are
 
made
 
for
 
information
 
purposes
 
only,
 
and
 
information
 
found
 
in
 
said
 
reports
 
is
 
not
 
incorporated
 
by
 
reference
 
into
 
this
document.
 
 
 
 
 
 
 
1
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Contents
What’s
 
inside
 
this
 
report
Governance
 
Governance
 
contents
2
 
Directors’
 
report
11
 
Remuneration
 
report
47
 
Our
 
people
 
and
 
culture
81
Risk
 
review
 
Risk
 
review
 
contents
86
 
Risk
 
management
88
 
Material
 
existing
 
and
 
emerging
 
risks
91
 
Climate
 
change
 
risk
 
management
102
 
Principal
 
risk
 
management
104
 
Risk
 
performance
110
 
Supervision
 
and
 
regulation
178
Financial
 
review
 
Financial
 
review
 
contents
184
 
Key
 
performance
 
indicators
185
 
Consolidated
 
summary
 
income
 
statement
187
 
Income
 
statement
 
commentary
188
 
Consolidated
 
summary
 
balance
 
sheet
189
 
Balance
 
sheet
 
commentary
190
 
Analysis
 
of
 
results
 
by
 
business
191
 
Non-IFRS
 
performance
 
measures
196
Financial
 
statements
 
Financial
 
statements
 
contents
206
 
Consolidated
 
financial
 
statements
212
 
Notes
 
to
 
the
 
financial
 
statements
220
Shareholder
 
information
 
Key
 
dates,
 
Annual
 
General
 
Meeting,
 
Dividends,
 
and
 
other
 
useful
information
303
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our
 
Governance
2
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Welcome
 
to
 
our
 
Governance
 
report.
 
This
 
report
 
explains
 
the
 
composition
 
of
 
our
 
Board
 
and
 
Executive
Committee,
 
how
 
our
 
governance
 
framework
 
operates
 
and
 
our
 
key
 
areas
 
of
 
focus
 
in
 
2020.
Aim
 
of
 
our
 
governance
 
The
 
primary
 
aim
 
of
 
our
 
governance
 
is
 
that
 
it:
 
seeks
 
to
 
ensure
 
that
 
our
 
decision-making
 
is
 
aligned
 
to
 
our
 
purpose
 
and
 
values
 
creates
 
long
 
-term
 
sustainable
 
value
 
for
 
our
 
shareholders,
 
having
 
regard
 
to
 
the
 
interests
 
of
 
all
 
our
 
stakeholders
 
is
 
effective
 
in
 
providing
 
constructive
 
challenge,
 
advice
 
and
 
support
 
to
 
management
 
provides
 
checks
 
and
 
balances
 
and
 
drives
 
informed,
 
collaborative
 
and
 
accountable
 
decision-making.
Compliance
 
with
 
the
 
Code
 
and
 
Regulations
 
Our
 
Governance
 
report
 
reflects
 
the
 
requirements
 
of
 
the
 
2018
 
UK
 
Corporate
 
Governance
 
Code
 
(the
 
‘Code’)
 
and
 
the
 
Companies
(Miscellaneous
 
Reporting)
 
Regulations
 
2018
 
(the
 
‘Regulations’).
To
 
view
 
our
 
specific
 
compliance
 
as
 
against
 
the
 
Code,
 
please
 
see
 
pages
 
35
 
to
 
40.
Certain
 
additional
 
information,
 
signposted
 
throughout
 
this
 
report,
 
is
 
available
 
at
home.barclays/corporategovernance.
 
Directors’
 
report
Board
 
of
 
Directors
3
Executive
 
Committee
7
Directors’
 
report
8
Our
 
key
 
areas
 
of
 
focus
 
in
 
202
11
Key
 
priorities
12
Board
 
Audit
 
Committee
 
report
14
Board
 
Nominations
 
Committee
 
report
23
Board
 
Risk
 
Committee
 
report
29
How
 
we
 
comply
35
Other
 
statutory
 
information
41
Remuneration
 
report
47
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
of
 
Directors
3
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Overview
 
of
 
key
 
developments
 
in
 
2020
The
 
challenges
 
presented
 
by
 
the
 
COVID-19
 
pandemic
 
reinforced
 
the
 
importance
 
for
 
the
 
Board
 
of
 
our
 
purpose
 
in
 
everything
 
we
 
do
 
and,
 
in
particular,
 
embedding
 
it
 
in
 
our
 
response
 
to
 
the
 
pandemic.
 
We
 
want
 
to
 
reinforce
 
that
 
clarity
 
and
 
conviction
 
about
 
our
 
purpose
 
and
 
our
 
values,
 
and
stay
 
true
 
to
 
that
 
way
 
of
 
thinking
 
about
 
how
 
we
 
take
 
action
 
at
 
pace.
 
Accordingly,
 
during
 
2020,
 
the
 
Board
 
approved
 
the
 
introduction
 
of
 
a
 
new,
extended
 
narrative
 
of
 
the
 
Group’s
 
purpose
 
and
 
the
 
refreshed
 
descriptions
 
of
 
our
 
values
 
to
 
make
 
sure
 
they
 
are
 
still
 
relevant
 
for
 
the
 
challenges
ahead.
 
You
 
can
 
read
 
more
 
about
 
how
 
the
 
Board
 
oversaw
 
the
 
evolution
 
of
 
our
 
purpose
 
and
 
values
 
on
 
page
 
12.
 
Throughout
 
the
 
COVID-19
 
pandemic,
 
the
 
Board
 
has
 
been
 
keenly
 
focussed
 
on
 
protecting
 
the
 
health
 
and
 
well-being
 
of
 
our
 
colleagues
 
and
supporting
 
our
 
customers,
 
clients
 
and
 
other
 
stakeholders,
 
whilst
 
at
 
the
 
same
 
time
 
maintaining
 
the
 
financial
 
and
 
operational
 
integrity
 
of
 
the
Barclays
 
Group.
Nigel
 
Higgins
Group
 
Chairman
Appointed:
 
2
 
May
 
2019
Relevant
 
skills
and
 
experience
Nigel
 
is
 
the
 
Group
 
Chairman.
 
He
 
is
 
also
 
Chairman
 
of
 
Barclays
 
Bank
 
PLC.
 
Nigel
 
has
 
extensive
 
experience
 
in,
 
and
 
understanding
 
of,
 
banking
 
and
 
financial
 
services,
 
gained
 
through
 
a
 
36-year
career
 
at
 
Rothschild
 
&
 
Co.
 
where
 
he
 
was
 
most
 
recently
 
Deputy
 
Chairman.
 
Prior
 
to
 
that
 
he
 
was
 
Chairman
 
of
 
the
 
Group
Executive
 
Committee
 
and
 
Managing
 
Partner
 
of
 
Rothschild
 
&
 
Co.
He
 
is
 
a
 
seasoned
 
business
 
leader
 
with
 
a
 
strong
 
track
 
record
 
in
 
leading
 
and
 
chairing
 
a
 
range
 
of
 
organisations
 
and
 
in
acting
 
as
 
a
 
strategic
 
adviser
 
to
 
multiple
 
major
 
international
 
corporations
 
and
 
governments.
 
The
 
breadth
 
of
 
Nigel’s
knowledge
 
and
 
operational
 
experience
 
with
 
international
 
banking
 
groups,
 
building
 
teams
 
and
 
culture
 
and
 
growing
businesses
 
are
 
all
 
hugely
 
beneficial
 
to
 
Barclays,
 
and
 
enables
 
Nigel
 
to
 
contribute
 
to
 
the
 
strategic
 
direction
 
and
 
long-term
sustainable
 
success
 
of
 
Barclays.
Key
 
current
appointments
Chairman,
 
Sadler’s
 
Wells;
 
Non-Executive
 
Director,
 
Tetra
 
Laval
 
Group
Board
 
Committee
membership
Board
 
Nominations
 
Committee
 
(Chair)
Jes
 
Staley
 
Group
 
Chief
 
Executive
Appointed:
 
1
 
December
 
2015
Relevant
 
skills
and
 
experience
Jes
 
has
 
nearly
 
four
 
decades
 
of
 
extensive
 
experience
 
in
 
banking
 
and
 
financial
 
services.
 
He
 
brings
 
a
 
wealth
 
of
 
investment
banking
 
knowledge
 
to
 
the
 
Board
 
as
 
well
 
as
 
strong
 
executive
 
leadership,
 
and
 
this
 
contribution
 
is
 
reflected
 
in
 
Barclays’
strategy
 
and
 
long-term
 
sustainable
 
success
 
of
 
the
 
business.
 
He
 
previously
 
worked
 
for
 
more
 
than
 
30
 
years
 
at
 
JP
 
Morgan
where
 
he
 
initially
 
trained
 
as
 
a
 
commercial
 
banker,
 
later
 
advancing
 
to
 
the
 
leadership
 
of
 
major
 
businesses
 
involving
equities,
 
private
 
banking
 
and
 
asset
 
management,
 
and
 
ultimately
 
heading
 
JP
 
Morgan’s
 
Global
 
Investment
 
Bank.
Key
 
current
appointments
Board
 
Member,
 
Bank
 
Policy
 
Institute;
 
Board
 
Member,
 
Institute
 
of
 
International
 
Finance
Board
 
Committee
membership
None
Brian
 
Gilvary
 
Senior
 
Independent
 
Director
Appointed:
 
1
 
February
 
2020
Relevant
 
skills
and
 
experience
Brian
 
was
 
appointed
 
to
 
the
 
Board
 
with
 
effect
 
from
 
1
 
February
 
2020
 
and
 
took
 
on
 
the
 
role
 
of
 
Senior
 
Independent
 
Director
on
 
1
 
January
 
2021.
 
He
 
is
 
an
 
experienced
 
executive
 
having
 
served
 
on
 
the
 
Board
 
of
 
BP
 
p.l.c.
 
as
 
Chief
 
Financial
 
Officer
from
 
2012
 
to
 
2020.
 
Brian’s
 
BP
 
career
 
spanned
 
Upstream,
 
Downstream
 
and
 
Trading
 
based
 
in
 
the
 
UK,
 
USA
 
and
 
Europe.
Previously,
 
he
 
held
 
several
 
senior
 
financial
 
and
 
commercial
 
roles,
 
including
 
member
 
of
 
the
 
Board
 
of
 
TNK-BP
 
(a
 
BP
Russian
 
JV),
 
Chief
 
Executive
 
of
 
BP’s
 
commodity
 
trading
 
division
 
and
 
Commercial
 
Director
 
of
 
the
 
downstream
 
division.
His
 
other
 
senior
 
level
 
experience
 
includes
 
serving
 
on
 
the
 
Boards
 
of
 
various
 
commercial
 
and
 
charitable
 
organisations.
Brian
 
was
 
also
 
Chairman
 
of
 
the
 
FTSE
 
100
 
Group
 
of
 
Finance
 
Directors
 
from
 
2018
 
to
 
2020,
 
a
 
member
 
of
 
the
 
UK
 
Treasury
Financial
 
Management
 
Review
 
Board
 
from
 
2014-2017
 
and
 
has
 
served
 
on
 
various
 
HRH
 
Prince
 
of
 
Wales’
 
Business
 
in
 
the
Community
 
Leadership
 
Teams
 
from
 
2007-2009.
 
Brian
 
brings
 
to
 
the
 
Board
 
his
 
extensive
 
experience
 
of
 
management,
finance
 
and
 
strategy
 
gained
 
at
 
BP
 
and
 
other
 
public
 
and
 
private
 
Boards,
 
along
 
with
 
deep
 
experience
 
of
 
US
 
and
 
UK
shareholder
 
engagement.
 
His
 
experience
 
with,
 
and
 
understanding
 
of,
 
the
 
challenges
 
and
 
opportunities
 
inherent
 
in
advancing
 
a
 
sustainable
 
energy
 
future
 
will
 
be
 
invaluable
 
as
 
Barclays
 
considers
 
how
 
it
 
can
 
help
 
to
 
accelerate
 
the
transition
 
to
 
a
 
low-carbon
 
world.
 
Key
 
current
appointments
Non-Executive
 
Director,
 
Air
 
Liquide
 
S.A.;
 
Executive
 
Chairman,
 
INEOS
 
Energy,
 
an
 
INEOS
 
group
 
company
Board
 
Committee
membership
Board
 
Remuneration
 
Committee,
 
Board
 
Nominations
 
Committee
 
(from
 
1
 
January
 
2021),
 
Board
 
Risk
 
Committee
 
(from
 
1
January
 
2021)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
of
 
Directors
4
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Crawford
 
Gillies
Non-Executive
 
(prior
 
to
 
1
 
January
 
2021
 
Senior
 
Independent
 
Director)
Appointed:
 
1
 
May
 
2014
Relevant
 
skills
and
 
experience
Crawford
 
is
 
a
 
senior
 
member
 
of
 
the
 
Board
 
having
 
held
 
the
 
role
 
of
 
Senior
 
Independent
 
Director
 
prior
 
to
 
1
 
January
 
2021.
He
 
is
 
also
 
Chair
 
of
 
Barclays
 
Bank
 
UK
 
PLC
 
(subject
 
to
 
regulatory
 
approval).
 
He
 
has
 
extensive
 
business
 
transformation
and
 
management
 
experience
 
at
 
executive
 
and
 
board
 
level
 
spanning
 
over
 
30
 
years.
 
Beneficial
 
to
 
the
 
Board
 
and
 
to
Barclays’
 
strategy
 
and
 
long-term
 
sustainable
 
success
 
is
 
his
 
key
 
understanding
 
of
 
stakeholder
 
needs
 
and
 
his
 
experience
in
 
international
 
and
 
cross-sector
 
organisations,
 
strong
 
leadership
 
and
 
strategic
 
decision-making.
 
Key
 
current
appointments
Chairman,
 
Edrington
 
Group
Board
 
Committee
membership
Board
 
Audit
 
Committee,
 
(until
 
31
 
December
 
2020),
 
Board
 
Nominations
 
Committee
 
Board,
 
Remuneration
 
Committee
(Chair)
Mike
 
Ashley
Non-Executive
Appointed:
 
18
 
September
 
2013
Relevant
 
skills
and
 
experience
Mike
 
has
 
deep
 
knowledge
 
of
 
accounting,
 
auditing
 
and
 
associated
 
regulatory
 
issues,
 
having
 
previously
 
worked
 
at
 
KPMG
for
 
over
 
20
 
years.
 
Mike’s
 
former
 
roles
 
include
 
acting
 
as
 
the
 
lead
 
engagement
 
partner
 
on
 
the
 
audits
 
of
 
large
 
financial
services
 
groups
 
including
 
HSBC,
 
Standard
 
Chartered
 
and
 
the
 
Bank
 
of
 
England,
 
as
 
Head
 
of
 
Quality
 
and
 
Risk
Management
 
for
 
KPMG
 
Europe
 
LLP
 
and
 
as
 
KPMG
 
UK’s
 
Ethics
 
Partner.
 
The
 
Board
 
benefits
 
from
 
his
 
extensive
experience
 
in
 
accounting,
 
auditing
 
and
 
financial
 
reporting
 
and
 
therefore
 
Mike
 
continues
 
to
 
contribute
 
to
 
the
 
long-term
sustainable
 
success
 
of
 
the
 
business.
Key
 
current
appointments
Member,
 
Cabinet
 
Office
 
Board;
 
Member,
 
International
 
Ethics
 
Standards
 
Board
 
for
 
Accountants;
 
Member,
 
ICAEW
 
Ethics
Standards
 
Committee;
 
Treasurer,
 
The
 
Scout
 
Association
Board
 
Committee
membership
Board
 
Audit
 
Committee
 
(Chair),
 
Board
 
Nominations
 
Committee,
 
Board
 
Risk
 
Committee
Tim
 
Breedon
 
CBE
Non-Executive
Appointed:
 
1
 
November
 
2012
Relevant
 
skills
and
 
experience
Tim’s
 
continued
 
contribution
 
to
 
Barclays’
 
strategy
 
and
 
long-term
 
sustainable
 
success
 
comes
 
from
 
his
 
extensive
 
financial
services
 
experience,
 
knowledge
 
of
 
risk
 
management
 
and
 
UK
 
and
 
EU
 
regulation,
 
as
 
well
 
as
 
an
 
understanding
 
of
 
key
investor
 
issues.
 
He
 
had
 
a
 
distinguished
 
career
 
with
 
Legal
 
&
 
General,
 
where,
 
among
 
other
 
roles,
 
he
 
was
 
the
 
Group
 
CEO
until
 
June
 
2012;
 
this
 
experience
 
enables
 
Tim
 
to
 
provide
 
challenge,
 
advice
 
and
 
support
 
to
 
management
 
on
 
business
performance
 
and
 
decision-making.
Key
 
current
appointments
Chairman,
 
Apax
 
Global
 
Alpha
 
Limited;
 
Non-Executive
 
Director,
 
Quilter
 
PLC
Board
 
Committee
membership
Board
 
Audit
 
Committee,
 
Board
 
Nominations
 
Committee,
 
Board
 
Remuneration
 
Committee,
 
Board
 
Risk
 
Committee
 
(Chair)
Sir
 
Ian
 
Cheshire
Non-Executive
Appointed:
 
3
 
April
 
2017
Relevant
 
skills
and
 
experience
Sir
 
Ian
 
is
 
a
 
member
 
of
 
the
 
Board
 
and
 
until
 
31
 
December
 
2020
 
was
 
Chair
 
of
 
Barclays
 
Bank
 
UK
 
PLC.
 
He
 
contributes
 
to
 
the
Board
 
substantial
 
business
 
experience,
 
particularly
 
in
 
the
 
international
 
retail
 
sector
 
from
 
his
 
lengthy
 
executive
 
career
 
at
the
 
Kingfisher
 
Group,
 
as
 
well
 
as
 
experience
 
in
 
sustainability
 
and
 
environmental
 
matters
 
which
 
are
 
important
 
to
 
the
Group’s
 
strategy
 
and
 
long-term
 
sustainable
 
success.
 
Sir
 
Ian
 
holds
 
strong
 
credentials
 
in
 
leadership,
 
is
 
involved
 
with
 
many
charitable
 
organisations,
 
such
 
as
 
The
 
Prince
 
of
 
Wales’s
 
Charitable
 
Foundation,
 
and
 
is
 
highly
 
regarded
 
by
 
the
Government
 
for
 
his
 
work
 
with
 
various
 
Government
 
departments.
 
Key
 
current
appointments
Chairman,
 
Menhaden
 
plc;
 
Trustee,
 
Institute
 
for
 
Government;
 
Non-Executive
 
Director,
 
British
 
Telecommunications
 
plc
Board
 
Committee
membership
Board
 
Nominations
 
Committee
 
(until
 
31
 
December
 
2020)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
of
 
Directors
5
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Mohamed
 
A.
 
El-Erian
Non-Executive
Appointed:
 
1
 
January
 
2020
Relevant
 
skills
and
 
experience
Mohamed
 
is
 
a
 
highly
 
respected
 
economist
 
and
 
investor,
 
with
 
considerable
 
experience
 
in
 
the
 
asset
 
management
 
industry
and
 
multilateral
 
institutions.
 
He
 
is
 
the
 
President
 
of
 
Queens’
 
College
 
Cambridge
 
and
 
a
 
part-time
 
advisor
 
to
 
Allianz,
 
the
corporate
 
parent
 
of
 
Pacific
 
Investment
 
Management
 
Company
 
(PIMCO
 
LLC),
 
where
 
he
 
formerly
 
served
 
as
 
Chief
Executive
 
and
 
Co-Chief
 
Investment
 
Officer.
 
As
 
well
 
as
 
serving
 
on
 
several
 
advisory
 
committees
 
and
 
boards,
 
Mohamed
 
is
a
 
regular
 
columnist
 
for
 
Bloomberg
 
Opinion
 
and
 
a
 
contributing
 
editor
 
at
 
the
 
Financial
 
Times.
 
He
 
has
 
also
 
published
 
widely
on
 
international
 
economic
 
and
 
financial
 
topics.
 
He
 
spent
 
15
 
years
 
at
 
the
 
IMF,
 
where
 
he
 
served
 
as
 
Deputy
 
Director
 
before
moving
 
to
 
the
 
private
 
sector
 
and
 
financial
 
services.
 
Mohamed’s
 
acute
 
knowledge
 
and
 
understanding
 
of
 
international
economics
 
and
 
the
 
financial
 
services
 
sector
 
strengthens
 
the
 
Board’s
 
capacity
 
for
 
overseeing
 
the
 
strategic
 
direction
 
and
development
 
of
 
the
 
Group.
 
Mohamed’s
 
knowledge
 
and
 
experience
 
enable
 
him
 
to
 
contribute
 
to
 
the
 
long-term
 
sustainable
success
 
and
 
strategy
 
of
 
the
 
business.
Key
 
current
appointments
Lead
 
Independent
 
Director,
 
Under
 
Armour
 
Inc.;
 
Chief
 
Economic
 
Advisor,
 
Allianz
 
SE;
 
Chairman,
 
Gramercy
 
Funds
Management;
 
Senior
 
Advisor,
 
Investcorp
 
Bank
 
BSC;
 
President,
 
Queens’
 
College,
 
Cambridge
 
University
 
Board
 
Committee
membership
Board
 
Risk
 
Committee
Dawn
 
Fitzpatrick
Non-Executive
Appointed:
 
25
 
September
 
2019
Relevant
 
skills
and
 
experience
Dawn
 
is
 
a
 
highly
 
experienced
 
financial
 
executive
 
who
 
holds
 
the
 
role
 
of
 
Chief
 
Investment
 
Officer
 
at
 
Soros
 
Fund
Management
 
LLC.
 
Her
 
previous
 
experience
 
includes
 
25
 
years
 
with
 
UBS
 
and
 
its
 
predecessor
 
organisations,
 
most
 
recently
as
 
Head
 
of
 
Investments
 
for
 
UBS
 
Asset
 
Management.
 
Her
 
knowledge
 
of
 
the
 
businesses
 
and
 
markets
 
in
 
which
 
the
 
Group
operates
 
further
 
strengthens
 
the
 
depth
 
and
 
range
 
of
 
relevant
 
sector
 
skills
 
and
 
experience
 
across
 
the
 
Board.
 
This
 
enables
Dawn
 
to
 
challenge
 
and
 
contribute
 
effectively
 
to
 
the
 
Group’s
 
operations
 
and
 
the
 
long-term
 
sustainable
 
success
 
of
 
the
business.
Key
 
current
appointments
Chief
 
Investment
 
Officer,
 
Soros
 
Fund
 
Management
 
LLC;
 
Member,
 
The
 
New
 
York
 
Federal
 
Reserve’s
 
Investor
 
Advisory
Committee
 
on
 
Financial
 
Markets;
 
Member,
 
Advisory
 
Board
 
and
 
Investment
 
Committee
 
of
 
the
 
Open
 
Society
 
Foundations’
Economic
 
Justice
 
Programme
Board
 
Committee
membership
Board
 
Risk
 
Committee
Mary
 
Francis
 
CBE
Non-Executive
Appointed:1
 
October
 
2016
Relevant
 
skills
and
 
experience
Mary
 
has
 
extensive
 
and
 
diverse
 
board-level
 
experience
 
across
 
a
 
range
 
of
 
industries,
 
including
 
her
 
previous
 
Non-
Executive
 
Directorships
 
of
 
the
 
Bank
 
of
 
England,
 
Alliance
 
&
 
Leicester,
 
Aviva,
 
Centrica
 
and
 
Swiss
 
Re
 
Group.
 
Through
 
her
former
 
senior
 
executive
 
positions
 
with
 
HM
 
Treasury,
 
the
 
Prime
 
Minister’s
 
Office,
 
and
 
as
 
Director
 
General
 
of
 
the
Association
 
of
 
British
 
Insurers,
 
she
 
brings
 
to
 
the
 
Board
 
a
 
strong
 
understanding
 
of
 
the
 
interaction
 
between
 
public
 
and
private
 
sectors,
 
skills
 
in
 
strategic
 
decision-making
 
and
 
reputation
 
management
 
and
 
promotes
 
strong
 
board
 
governance
values,
 
which
 
enables
 
her
 
to
 
continue
 
to
 
contribute
 
effectively
 
to
 
the
 
long-term
 
sustainable
 
success
 
of
 
the
 
Group.
Key
 
current
appointments
Non-Executive
 
Director,
 
Valaris
 
PLC;
 
Senior
 
Independent
 
Director,
 
PensionBee
 
Ltd;
 
Member
 
of
 
Advisory
 
Panel,
 
The
Institute
 
of
 
Business
 
Ethics;
 
Member,
 
UK
 
Takeover
 
Appeal
 
Board
Board
 
Committee
membership
Board
 
Remuneration
 
Committee
Tushar
 
Morzaria
 
Group
 
Finance
 
Director
Appointed:
 
15
 
October
 
2013
Relevant
 
skills
and
 
experience
Tushar
 
is
 
a
 
chartered
 
accountant
 
and
 
joined
 
the
 
Barclays
 
Board
 
and
 
Executive
 
Committee
 
as
 
Group
 
Finance
 
Director
 
in
October
 
2013.
 
As
 
part
 
of
 
his
 
role
 
he
 
is
 
responsible
 
for
 
Finance,
 
Tax,
 
Treasury,
 
Investor
 
Relations
 
and
 
Strategy.
 
His
extensive
 
knowledge
 
of
 
strategic
 
financial
 
management,
 
investment
 
banking
 
and
 
operational
 
and
 
regulatory
 
relations
enable
 
him
 
to
 
contribute
 
effectively
 
to
 
Barclays
 
long-term
 
sustainable
 
success.
 
He
 
has
 
worked
 
in
 
investment
 
banking
 
for
most
 
of
 
his
 
career
 
and
 
held
 
various
 
roles
 
at
 
SG
 
Warburg,
 
Credit
 
Suisse
 
and
 
JPMorgan.
 
Immediately
 
prior
 
to
 
joining
Barclays
 
he
 
was
 
CFO
 
of
 
the
 
Corporate
 
and
 
Investment
 
Bank
 
at
 
JPMorgan
 
Chase.
 
Tushar
 
is
 
currently
 
Chair
 
of
 
the
Working
 
Group
 
on
 
Sterling
 
Risk
 
Free
 
Reference
 
Rates
 
and
 
a
 
non-executive
 
director
 
on
 
the
 
BP
 
p.l.c.
 
board
 
and
 
a
member
 
of
 
its
 
Audit
 
and
 
Remuneration
 
Committees.
Key
 
current
appointments
Non-Executive
 
Director,
 
BP
 
p.l.c.;
 
Member,
 
100
 
Group
 
Main
 
Committee;
 
Chair,
 
Sterling
 
Risk
 
Free
 
Reference
 
Rates
Working
 
Group
Board
 
Committee
membership
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
of
 
Directors
6
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Diane
 
Schueneman
Non-Executive
Appointed:
 
25
 
June
 
2015
Relevant
 
skills
and
 
experience
Diane
 
is
 
a
 
member
 
of
 
the
 
Board,
 
Chair
 
of
 
Barclays
 
Execution
 
Services
 
Limited
 
and
 
a
 
member
 
of
 
the
 
Board
 
of
 
Barclays
US
 
LLC.
 
She
 
brings
 
to
 
Barclays
 
a
 
wealth
 
of
 
experience
 
in
 
managing
 
global,
 
cross-discipline
 
business
 
operations,
 
client
services
 
and
 
technology
 
in
 
the
 
financial
 
services
 
industry,
 
which
 
enables
 
her
 
to
 
robustly
 
challenge
 
the
 
Group’s
 
strategy
and
 
support
 
the
 
long-term
 
sustainable
 
success
 
of
 
Barclays.
 
Diane
 
had
 
an
 
extensive
 
career
 
at
 
Merrill
 
Lynch,
 
holding
 
a
variety
 
of
 
senior
 
roles,
 
including
 
responsibility
 
for
 
banking,
 
brokerage
 
services
 
and
 
technology
 
provided
 
to
 
the
 
company’s
retail
 
and
 
middle
 
market
 
clients.
Key
 
current
appointments
None
Board
 
Committee
membership
Board
 
Audit
 
Committee,
 
Board
 
Nominations
 
Committee,
 
Board
 
Risk
 
Committee
Stephen
 
Shapiro
Group
 
General
 
Counsel
 
and
 
Group
 
Company
 
Secretary
Appointed:
 
1
 
November
 
2017
Relevant
 
skills
 
and
experience
Stephen
 
joined
 
Barclays
 
in
 
November
 
2017
 
as
 
Group
 
Company
 
Secretary
 
and
 
was
 
subsequently
 
appointed
 
Group
General
 
Counsel
 
in
 
August
 
2020,
 
in
 
addition
 
to
 
his
 
role
 
as
 
Group
 
Company
 
Secretary.
 
Before
 
joining
 
Barclays
 
Stephen
served
 
as
 
the
 
Group
 
Company
 
Secretary
 
and
 
Deputy
 
General
 
Counsel
 
of
 
SABMiller
 
plc,
 
and
 
prior
 
to
 
this,
 
he
 
practised
law
 
as
 
a
 
partner
 
in
 
a
 
law
 
firm
 
in
 
South
 
Africa,
 
and
 
subsequently
 
in
 
corporate
 
law
 
and
 
M&A
 
at
 
Hogan
 
Lovells
 
in
 
the
 
UK.
Stephen
 
has
 
extensive
 
experience
 
in
 
corporate
 
governance,
 
legal,
 
regulatory
 
and
 
compliance
 
matters.
 
Stephen
 
serves
as
 
Vice
 
Chair
 
of
 
the
 
GC100,
 
the
 
association
 
of
 
General
 
Counsel
 
and
 
Company
 
Secretaries
 
working
 
in
 
FTSE
 
100
companies,
 
and
 
has
 
previously
 
served
 
as
 
Chairman
 
of
 
the
 
ICC
 
UK’s
 
Committee
 
on
 
Anti-Corruption.
fy2020arbplcp15i0.jpg
Directors’
 
report:
 
Executive
 
Committee
7
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
In
 
2020
 
we
 
further
 
refreshed
 
the
 
composition
 
of
 
the
 
Executive
 
Committee
 
(ExCo)
 
to
 
ensure,
 
as
 
our
 
most
 
senior
 
management
 
forum
 
for
 
the
Group,
 
it
 
continues
 
to
 
have
 
the
 
right
 
balance
 
of
 
skills
 
and
 
experience
 
that
 
we
 
need
 
to
 
deliver
 
our
 
strategic
 
ambitions.
 
Through
 
the
 
appointments
made
 
during
 
the
 
year,
 
we
 
have
 
sought
 
to
 
strengthen
 
the
 
senior
 
management
 
of
 
the
 
Group,
 
bringing
 
fresh
 
perspectives
 
and
 
talents
 
to
 
bear
 
on
important
 
areas
 
of
 
our
 
business.
We
 
have
 
created
 
a
 
new
 
role
 
on
 
the
 
ExCo
 
to
 
ensure
 
that
 
societal
 
engagement
 
and
 
our
 
climate
 
change
 
ambitions
 
are
 
at
 
the
 
heart
 
of
 
our
 
decision-
making.
 
We
 
have
 
also
 
created
 
the
 
roles
 
of
 
Co-President
 
of
 
Barclays
 
Bank
 
PLC,
 
so
 
that
 
our
 
Corporate
 
Bank,
 
Banking
 
and
 
Markets
 
businesses
work
 
more
 
closely
 
together,
 
driving
 
stronger
 
collaboration
 
across
 
the
 
CIB
 
and
 
delivering
 
the
 
Power
 
of
 
One
 
Barclays
 
for
 
the
 
benefit
 
of
 
our
customers
 
and
 
clients:
New
 
roles
Head
 
of
 
Public
 
Policy
 
and
 
Corporate
 
Responsibility
Sasha
 
Wiggins
Global
 
Head
 
of
 
Banking
 
and
 
Co-President
 
of
 
Barclays
 
Bank
 
PLC
Paul
 
Compton
Global
 
Head
 
of
 
Markets
 
and
 
Co-President
 
of
 
Barclays
 
Bank
 
PLC
C.S.
 
Venkatakrishnan
Paul
 
and
 
Venkat
 
were
 
previously
 
members
 
of
 
the
 
ExCo
 
in
 
their
 
respective
 
capacities
 
as
 
President
 
of
 
Barclays
 
Bank
 
PLC
 
and
 
Group
 
Chief
 
Risk
Officer.
 
Joe
 
McGrath
 
stepped
 
down
 
from
 
the
 
ExCo
 
on
 
31
 
December
 
2020
 
and
 
we
 
are
 
immensely
 
grateful
 
for
 
his
 
continued
 
contribution
 
as
Chairman
 
of
 
Investment
 
Banking.
New
 
Appointments
 
to
 
the
 
ExCo
Group
 
Chief
 
Risk
 
Officer
Taalib
 
Shah
Group
 
General
 
Counsel
Stephen
 
Shapiro
Bob
 
Hoyt
 
stepped
 
down
 
as
 
Group
 
General
 
Counsel
 
in
 
July
 
2020.
Directors’
 
report
8
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
The
 
Board
 
remains
 
committed,
 
through
 
our
 
governance
 
framework,
 
to
 
driving
 
purpose-led
 
decision-
making
 
and
 
to
 
delivering
 
accountability
 
to
 
our
 
stakeholders
Our
 
governance
 
framework
 
The
 
Board
 
views
 
governance
 
as
 
how
 
it
 
makes
 
decisions
 
and
 
provides
 
oversight
 
in
 
order
 
to
 
promote
 
Barclays’
 
success
 
for
 
the
 
long-term
 
benefit
of
 
its
 
shareholders
 
having
 
regard
 
to
 
the
 
interests
 
of
 
its
 
other
 
key
 
stakeholders
 
 
our
 
clients,
 
customers,
 
colleagues
 
and
 
the
 
communities
 
in
 
which
we
 
operate.
 
Effective
 
governance
 
facilitates
 
the
 
delivery
 
of
 
Barclays’
 
purpose
 
and
 
strategy,
 
particularly
 
in
 
challenging
 
times.
 
Barclays
 
is
 
a
 
large,
 
diversified
 
organisation.
 
The
 
Board
 
is
 
committed,
 
through
 
our
 
governance
 
framework,
 
to
 
driving
 
purpose-led
 
decision-
making
 
and
 
to
 
delivering
 
accountability
 
to
 
our
 
stakeholders.
 
Our
 
Group-wide
 
governance
 
framework
 
has
 
been
 
designed
 
to
 
facilitate
 
the
 
effective
management
 
of
 
the
 
Group
 
across
 
its
 
diverse
 
businesses
 
by
 
our
 
Group
 
CEO
 
and
 
his
 
ExCo,
 
whilst
 
preserving
 
the
 
constructive
 
challenge,
 
support
and
 
oversight
 
of
 
the
 
Group’s
 
major
 
subsidiary
 
boards
 
in
 
the
 
UK,
 
Ireland
 
and
 
the
 
US,
 
consistent
 
with
 
their
 
respective
 
legal
 
and
 
regulatory
responsibilities
 
and
 
in
 
compliance
 
with
 
UK
 
ring-fencing
 
requirements.
 
The
 
Barclays
 
PLC
 
(BPLC)
 
Board
 
is
 
responsible
 
for
 
setting
 
the
 
strategic
 
direction
 
and
 
risk
 
appetite
 
of
 
the
 
Group
 
and
 
is
 
the
 
ultimate
 
decision-
making
 
body
 
for
 
matters
 
of
 
Group-wide
 
strategic,
 
financial,
 
regulatory
 
or
 
reputational
 
significance.
BPLC
 
is
 
the
 
Group
 
parent
 
company
 
and
 
has
 
a
 
premium
 
listing
 
on
 
the
 
London
 
Stock
 
Exchange.
 
Each
 
of
 
its
 
main
 
operating
 
entities,
 
Barclays
Bank
 
PLC
 
(BBPLC),
 
Barclays
 
Bank
 
UK
 
PLC
 
(BBUKPLC),
 
Barclays
 
Bank
 
Ireland
 
PLC,
 
Barclays
 
US
 
LLC
 
and
 
Barclays
 
Bank
 
Delaware,
 
has
 
its
own
 
board
 
comprising
 
Executive
 
and
 
Non-Executive
 
Directors.
 
Each
 
also
 
has
 
its
 
own
 
board
 
committees.
 
These
 
main
 
operating
 
companies
 
are
supported
 
by
 
BX,
 
the
 
Group-wide
 
service
 
company
 
providing
 
technology,
 
operations
 
and
 
functional
 
services
 
to
 
businesses
 
across
 
the
 
Group.
 
Membership
 
of
 
the
 
BPLC
 
and
 
BBPLC
 
Boards
 
was
 
consolidated
 
and
 
streamlined
 
in
 
2019,
 
and
 
this
 
has
 
led
 
to
 
significantly
 
improved
 
coordination
and
 
efficiency
 
and
 
reduced
 
complexity
 
and
 
duplication.
 
Membership
 
of
 
the
 
BBPLC
 
Board
 
became
 
a
 
subset
 
of
 
the
 
BPLC
 
Board,
 
with
 
all
members
 
of
 
the
 
BPLC
 
Board,
 
except
 
the
 
Senior
 
Independent
 
Director
 
(SID),
 
the
 
Chairman
 
of
 
BBUKPLC
 
and
 
one
 
other
 
Non-Executive
 
Director,
also
 
serving
 
on
 
the
 
board
 
of
 
BBPLC.
 
In
 
2020,
 
the
 
Nominations
 
Committee
 
reviewed
 
the
 
effectiveness
 
of
 
the
 
consolidated
 
structure
 
and
considered
 
that
 
this
 
partial
 
consolidation
 
had
 
continued
 
to
 
deliver
 
its
 
intended
 
benefits
 
and
 
was
 
operating
 
effectively,
 
giving
 
due
 
regard
 
to
matters
 
relevant
 
to
 
each
 
individual
 
entity.
 
You
 
can
 
read
 
more
 
about
 
the
 
Nominations
 
Committee’s
 
role
 
in
 
driving
 
and
 
reviewing
 
the
 
effectiveness
of
 
our
 
governance
 
framework
 
on
 
pages
 
23
 
to
 
28.
Board
 
composition
In
 
2020,
 
the
 
Board
 
welcomed
 
the
 
addition
 
of
 
two
 
new
 
Non-Executive
 
Directors:
 
 
Mohamed
 
A.
 
El-Erian,
 
who
 
was
 
appointed
 
on
 
1
 
January
 
2020;
 
and
 
 
Brian
 
Gilvary,
 
who
 
was
 
appointed
 
on
 
1
 
February
 
2020.
 
Both
 
appointments
 
have
 
brought
 
valuable
 
insight
 
and
 
experience
 
to
 
the
 
Board,
 
relevant
 
to
 
the
 
markets
 
and
 
geographies
 
in
 
which
 
Barclays
operates.
 
In
 
December
 
2020,
 
the
 
Board
 
was
 
very
 
pleased
 
to
 
announce
 
that
 
Julia
 
Wilson
 
will
 
join
 
the
 
Board
 
as
 
a
 
Non-Executive
 
Director
 
with
 
effect
 
from
 
1
April
 
2021.
 
She
 
will
 
also
 
join
 
the
 
Audit
 
Committee.
 
Julia’s
 
appointment
 
reflects
 
our
 
commitment
 
to
 
strengthening
 
our
 
Board
 
through
 
the
 
addition
of
 
further
 
highly
 
respected
 
individuals
 
with
 
strong
 
financial
 
services
 
expertise.
 
She
 
will
 
bring
 
significant
 
corporate
 
finance,
 
tax
 
and
 
accounting
experience
 
to
 
the
 
Board
 
and
 
we
 
look
 
forward
 
to
 
welcoming
 
her
 
ahead
 
of
 
our
 
AGM.
As
 
reported
 
in
 
our
 
2019
 
Annual
 
Report,
 
Matthew
 
Lester
 
stepped
 
down
 
from
 
the
 
Board
 
on
 
1
 
January
 
2020.
 
Mary
 
Anne
 
Citrino
 
stepped
 
down
from
 
the
 
Board
 
on
 
30
 
September
 
2020
 
in
 
order
 
to
 
dedicate
 
more
 
time
 
to
 
her
 
other
 
board
 
commitments.
 
We
 
are
 
grateful
 
to
 
them
 
both
 
for
 
their
service
 
to
 
Barclays.
 
In
 
line
 
with
 
the
 
Group’s
 
plans
 
for
 
orderly
 
succession,
 
Sir
 
Ian
 
Cheshire
 
stepped
 
down
 
as
 
a
 
Non-Executive
 
Director
 
and
 
Chair
 
of
 
BBUKPLC
 
on
 
31
December
 
2020
 
and
 
was
 
succeeded
 
by
 
Crawford
 
Gillies
 
with
 
effect
 
from
 
1
 
January
 
2021
 
(subject
 
to
 
regulatory
 
approval).
 
Crawford’s
 
track
record
 
and
 
deep
 
knowledge
 
of
 
the
 
Group,
 
including
 
BBUKPLC,
 
position
 
him
 
well
 
for
 
this
 
role.
 
He
 
remains
 
on
 
the
 
BPLC
 
Board
 
alongside
 
his
 
role
on
 
the
 
BBUKPLC
 
Board
 
and
 
we
 
consider
 
that
 
the
 
ongoing
 
benefits
 
of
 
having
 
the
 
Chair
 
of
 
one
 
of
 
our
 
principal
 
subsidiaries
 
as
 
a
 
member
 
of
 
the
BPLC
 
Board
 
to
 
be
 
significant.
 
Upon
 
his
 
appointment
 
to
 
the
 
BBUKPLC
 
Board,
 
Crawford
 
ceased
 
to
 
be
 
the
 
SID
 
of
 
BPLC
 
and
 
was
 
succeeded
 
in
that
 
role
 
by
 
Brian
 
Gilvary
 
with
 
effect
 
from
 
1
 
January
 
2021.
 
Sir
 
Ian
 
has
 
agreed
 
to
 
remain
 
on
 
the
 
BPLC
 
Board
 
until
 
the
 
AGM
 
in
 
May
 
2021
 
to
 
help
ensure
 
a
 
smooth
 
transition.
 
The
 
Board
 
is
 
enormously
 
grateful
 
to
 
Sir
 
Ian
 
for
 
the
 
tremendous
 
work
 
that
 
he
 
has
 
undertaken
 
on
 
behalf
 
of
 
the
 
Group
and
 
BBUKPLC
 
in
 
particular.
 
Crawford
 
will
 
continue
 
to
 
chair
 
the
 
Remuneration
 
Committee
 
until
 
1
 
March
 
2021,
 
when
 
he
 
will
 
be
 
succeeded
 
in
 
that
role
 
by
 
Brian
 
Gilvary
 
(subject
 
to
 
regulatory
 
approval).
 
At
 
that
 
time,
 
Brian
 
will
 
have
 
served
 
as
 
a
 
member
 
of
 
the
 
Remuneration
 
Committee
 
for
 
12
months
 
as
 
recommended
 
by
 
the
 
Code.
 
Brian
 
also
 
joined
 
the
 
Risk
 
and
 
Nominations
 
Committees
 
with
 
effect
 
from
 
1
 
January
 
2021.
 
You
 
can
 
read
more
 
about
 
the
 
membership
 
of
 
each
 
of
 
our
 
Board
 
Committees
 
on
 
pages
 
14
 
to
 
34
 
and
 
79
 
to
 
80.
Efforts
 
are
 
ongoing
 
to
 
further
 
complement
 
the
 
current
 
range
 
of
 
skills
 
on
 
the
 
Board
 
through
 
the
 
recruitment
 
of
 
an
 
additional
 
Non-Executive
Director
 
with
 
technology
 
experience.
 
The
 
benefits
 
of
 
increased
 
diversity
 
remain
 
at
 
the
 
forefront
 
of
 
this
 
search.
 
We
 
continue
 
to
 
believe
 
that
 
a
board
 
with
 
the
 
right
 
balance
 
of
 
skills,
 
experience
 
and
 
diversity
 
 
of
 
gender,
 
ethnicity,
 
cognitive
 
and
 
personal
 
strengths
 
and
 
social
 
backgrounds
 
-
is
 
critical
 
to
 
the
 
sustainable
 
delivery
 
of
 
value
 
to
 
our
 
shareholders.
 
Tim
 
Breedon
 
will
 
have
 
been
 
on
 
the
 
Board
 
for
 
nine
 
years
 
in
 
November
 
2021
 
and
 
Mike
 
Ashley
 
will
 
have
 
been
 
on
 
the
 
Board
 
for
 
nine
 
years
 
in
September
 
2022
 
and,
 
therefore,
 
the
 
Board
 
is
 
currently
 
focussed
 
on
 
identifying
 
and
 
developing
 
potential
 
successors
 
for
 
their
 
roles
 
as
 
Risk
Committee
 
Chair
 
and
 
Audit
 
Committee
 
Chair
 
respectively.
You
 
can
 
read
 
more
 
about
 
the
 
Board’s
 
composition,
 
diversity
 
and
 
succession
 
planning,
 
including
 
recent
 
changes
 
and
 
the
 
appointment
 
of
 
Julia
Wilson
 
in
 
the
 
report
 
of
 
the
 
Nominations
 
Committee
 
on
 
pages
 
23
 
to
 
28.
 
 
 
 
 
 
 
 
 
 
Directors’
 
report
9
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Board
 
Governance
 
Framework
Barclays
 
PLC
Responsible
 
for
 
the
 
overall
 
leadership
 
of
 
the
 
Group
 
(with
 
direct
 
oversight
 
of
 
matters
 
relating
 
to
 
reputation,
 
environment
 
and
 
culture)
Audit
 
Committee
Assesses
 
the
 
integrity
 
of
 
the
Group’s
 
financial
 
statements
 
Evaluates
 
the
 
effectiveness
 
of
the
 
Group’s
 
internal
 
controls
Scrutinises
 
the
 
activities
 
and
performance
 
of
 
internal
and
 
external
 
auditors
Reviews
 
and
 
monitors
 
the
Group’s
 
whistleblowing
policies
Nominations
 
Committee
Reviews
 
the
 
composition
 
of
 
the
Board
 
Recommends
 
the
 
appointment
 
of
new
 
Directors
 
Considers
 
succession
 
plans
 
for
key
 
Board
 
and
 
ExCo
 
positions
Oversees
 
the
 
annual
 
Board
effectiveness
 
review
Risk
 
Committee
Monitors
 
and
 
recommends
the
 
Group’s
 
financial,
operational
 
and
 
legal
 
risk
appetite
Monitors
 
the
 
Group’s
financial,
 
operational,
 
conduct
and
legal
 
risk
 
profile
Considers
 
and
 
reports
 
on
 
key
financial
 
and
 
non-financial
 
risk
issues
Oversees
 
conduct
 
and
compliance
 
and
 
the
 
leadership
 
of
the
 
Risk
 
and
 
Compliance
functions
 
Remuneration
 
Committee
Sets
 
overarching
 
principles
and
 
parameters
 
of
remuneration
 
across
 
the
Group
Considers
 
and
 
approves
remuneration
 
for
 
the
Chair,
 
Executive
Directors,
 
other
 
senior
executives
 
and
 
certain
Group
 
employees
Oversees
 
remuneration
issues
For
 
more
 
information
 
see
 
page
14
For
 
more
 
information
 
see
 
page
23
For
 
more
 
information
 
see
 
page
29
For
 
more
 
information
 
see
 
page
47
Principal
 
committees
The
 
principal
 
Committees
 
of
 
the
 
Board,
 
and
 
the
 
core
 
responsibilities
 
of
 
each
 
Committee,
 
are
 
described
 
in
 
the
 
‘Board
 
Governance
 
Framework’
table
 
above.
The
 
remit
 
of
 
each
 
Committee
 
is
 
set
 
out
 
in
 
brief
 
in
 
the
 
table,
 
and
 
you
 
can
 
read
 
more
 
about
 
the
 
Committees
 
and
 
their
 
work
 
on
 
pages
 
14
 
to
 
34
 
and
79
 
to
 
80.
Measuring
 
our
 
effectiveness
 
We
 
believe
 
that
 
an
 
effective
 
board
 
is
 
one
 
which
 
delivers
 
value
 
for
 
its
 
stakeholders
 
 
our
 
shareholders,
 
clients,
 
customers,
 
communities
 
and
colleagues.
 
We
 
assess
 
the
 
effectiveness
 
of
 
our
 
Board,
 
its
 
Committees
 
and
 
Board
 
members
 
each
 
year.
In
 
respect
 
of
 
2020,
 
the
 
Board
 
effectiveness
 
review
 
was
 
conducted
 
internally,
 
in
 
line
 
with
 
the
 
Code,
 
by
 
the
 
Group
 
Company
 
Secretary,
 
overseen
by
 
the
 
SID.
 
The
 
SID
 
and
 
Group
 
Company
 
Secretary
 
were
 
well
 
placed
 
to
 
do
 
this,
 
having
 
previously
 
conducted
 
the
 
2019
 
review
 
using
 
broadly
similar
 
methodology.
 
As
 
the
 
Code
 
requires
 
an
 
externally
 
facilitated
 
evaluation
 
to
 
be
 
undertaken
 
every
 
three
 
years,
 
in
 
2021
 
our
 
effectiveness
review
 
will
 
be
 
undertaken
 
by
 
an
 
external
 
evaluator.
You
 
can
 
read
 
more
 
about
 
the
 
2020
 
process
 
and
 
progress
 
against
 
the
 
2019
 
review
 
on
 
pages
 
23
 
to
 
24.
 
fy2020arbplcp18i0.jpg
Directors’
 
report
10
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
fy2020arbplcp19i0.jpg
Directors’
 
report
11
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Key
 
areas
 
of
 
focus
 
in
 
2020
 
Effective
 
governance
 
facilitates
 
the
 
delivery
 
of
 
Barclays’
 
purpose
 
and
 
strategy,
 
particularly
 
in
 
challenging
 
times.
 
We
 
believe
 
that
 
effective
 
governance
 
facilitates
 
the
 
delivery
 
of
 
Barclays’
 
purpose
 
and
 
strategy,
 
particularly
 
in
 
challenging
 
times.
 
Throughout
 
the
COVID-19
 
pandemic,
 
our
 
Board
 
has
 
been
 
keenly
 
focussed
 
on
 
protecting
 
the
 
health
 
and
 
well-being
 
of
 
our
 
workforce
 
and
 
supporting
 
our
customers,
 
clients
 
and
 
other
 
stakeholders,
 
whilst
 
ensuring
 
that
 
Barclays
 
remains
 
secure
 
and
 
resilient,
 
both
 
financially
 
and
 
operationally.
 
The
challenges
 
created
 
by
 
the
 
COVID-19
 
pandemic,
 
provided
 
the
 
Board
 
with
 
a
 
unique
 
opportunity
 
to
 
consider
 
how
 
to
 
balance
 
decisions
 
in
 
a
 
way
that
 
optimises
 
our
 
purpose
 
and
 
takes
 
into
 
account
 
the
 
interests
 
of
 
all
 
our
 
stakeholders.
 
As
 
highlighted
 
in
 
our
 
Chairman’s
 
introduction,
 
this
 
requires
 
a
 
Board
 
in
 
which
 
constructive
 
challenge,
 
openness
 
and
 
diversity
 
of
 
background
 
and
opinion
 
are
 
prized,
 
along
 
with
 
a
 
commitment
 
to
 
act
 
fairly
 
and
 
in
 
the
 
interests
 
of
 
all
 
our
 
stakeholders.
 
The
 
Board
 
is
 
well
 
placed
 
to
 
help
 
Barclays
stay
 
true
 
to
 
its
 
purpose.
You
 
can
 
read
 
more
 
about
 
the
 
key
 
areas
 
of
 
focus
 
for
 
the
 
Board
 
in
 
2020
 
on
 
pages
 
11
 
to
 
13.
The
 
Board
 
discharged
 
its
 
responsibilities
 
in
 
2020
 
as
 
described
 
in
 
the
 
high-level
 
flow
 
diagram
 
on
 
this
 
page.
 
Directors’
 
report
12
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Key
 
priorities
Reviewing
 
our
 
Purpose
 
and
 
Values
In
 
2019,
 
the
 
Board
 
considered,
 
together
 
with
 
management,
 
the
 
extent
 
to
 
which
 
our
 
purpose
 
had
 
been
 
fully
 
embedded
 
across
 
the
 
Group.
 
Whilst
concluding
 
that
 
our
 
purpose
 
was
 
integrated
 
into
 
many
 
of
 
our
 
key
 
processes
 
and
 
decision-making
 
forums,
 
the
 
Board
 
was
 
of
 
the
 
view
 
that
 
there
was
 
potential
 
for
 
our
 
purpose
 
to
 
be
 
reinvigorated
 
such
 
that
 
it
 
is
 
better
 
connected
 
with
 
our
 
stakeholders
 
and
 
what
 
we
 
do
 
on
 
a
 
day
 
to
 
day
 
basis
 
as
a
 
bank
 
and
 
is
 
deeply
 
embedded
 
in
 
our
 
decision-making.
 
The
 
last
 
12
 
months
 
have
 
been
 
immensely
 
challenging
 
for
 
the
 
firm
 
and
 
our
 
colleagues,
 
but
 
they
 
have
 
also
 
shown
 
Barclays
 
at
 
its
 
best:
 
who
 
we
are,
 
what
 
we
 
stand
 
for,
 
and
 
how
 
quickly
 
we
 
can
 
move
 
to
 
get
 
things
 
done.
We
 
want
 
to
 
reinforce
 
that
 
clarity
 
and
 
conviction
 
about
 
our
 
purpose
 
and
 
our
 
values,
 
and
 
stay
 
true
 
to
 
that
 
way
 
of
 
thinking
 
about
 
how
 
we
 
take
 
action
at
 
pace.
 
Accordingly,
 
during
 
2020,
 
the
 
Board
 
approved
 
the
 
introduction
 
of
 
a
 
new,
 
extended
 
narrative
 
of
 
the
 
Group’s
 
purpose
 
and
 
the
 
refreshed
descriptions
 
of
 
our
 
values
 
to
 
make
 
sure
 
they
 
are
 
still
 
relevant
 
for
 
the
 
challenges
 
ahead.
 
Our
 
reinvigorated
 
purpose
 
to
 
‘deploy
 
finance
 
responsibly
 
to
 
support
 
people
 
and
 
businesses,
 
acting
 
with
 
empathy
 
and
 
integrity,
 
championing
innovation
 
and
 
sustainability,
 
for
 
the
 
common
 
good
 
and
 
the
 
long
 
term’
 
is
 
intended
 
to
 
serve
 
as
 
an
 
expression
 
of
 
purpose
 
which
 
encapsulates
 
our
position
 
as
 
a
 
universal
 
bank
 
providing
 
global
 
financial
 
services
 
and
 
resonates
 
with
 
colleagues
 
and
 
all
 
of
 
our
 
stakeholders.
 
We
 
updated
 
and
 
refreshed
 
the
 
language
 
in
 
the
 
descriptors
 
for
 
each
 
Value
 
to
 
better
 
reflect
 
who
 
we
 
are
 
today,
 
modern
 
societal
 
expectations,
 
and
things
 
we
 
should
 
explicitly
 
prioritise
 
 
such
 
as
 
inclusion
 
and
 
sustainability.
 
Our
 
values
 
remain
 
core
 
to
 
how
 
we
 
individually
 
‘show
 
up’
 
in
 
the
organisation;
 
they
 
are
 
our
 
moral
 
compass
 
and
 
will
 
continue
 
to
 
be
 
used
 
as
 
a
 
mandatory
 
measure
 
of
 
individual
 
performance.
We
 
believe
 
that
 
positive
 
culture,
 
supported
 
by
 
effective
 
leadership
 
and
 
a
 
consistent
 
‘tone
 
from
 
the
 
top’,
 
is
 
crucial
 
to
 
our
 
success.
 
As
 
such,
culture
 
remains
 
a
 
core
 
focus
 
for
 
the
 
Board
 
and
 
it
 
is
 
reviewed
 
in
 
a
 
number
 
of
 
ways
 
including:
 
 
analysis
 
of
 
colleague
 
survey
 
results,
 
reviewing
 
and
 
discussing
 
colleague
 
sentiment
 
and
 
feedback
 
on
 
areas
 
including
 
colleague
 
wellbeing
 
and
engagement
 
direct
 
engagement
 
with
 
colleagues
 
locally
 
to
 
hear
 
their
 
views
 
through
 
channels
 
such
 
as
 
town
 
hall
 
meetings,
 
talent
 
sessions
 
and
 
office
 
visits
 
review
 
of
 
our
 
people
 
policies,
 
which
 
are
 
designed
 
to
 
provide
 
equal
 
opportunities
 
and
 
create
 
an
 
inclusive
 
culture,
 
in
 
line
 
with
 
our
 
values
 
and
 
in
support
 
of
 
our
 
long-term
 
success.
 
The
 
Board
 
reviewed
 
Barclays’
 
method
 
of
 
workforce
 
engagement
 
during
 
2020
 
and
 
concluded
 
that
 
it
 
had
 
been
 
effective,
 
with
 
many
 
direct
engagement
 
mechanisms
 
moving
 
to
 
digital
 
channels.
 
Our
 
workforce
 
policies
 
and
 
practices
 
were
 
also
 
reviewed
 
and
 
the
 
Board
 
agreed
 
they
 
were
consistent
 
with
 
our
 
values
 
and
 
supported
 
the
 
long-term
 
sustainable
 
success
 
of
 
the
 
Group.
 
Feedback
 
from
 
our
 
colleagues
 
indicated
 
that
 
the
COVID-19
 
pandemic
 
had
 
accentuated
 
many
 
aspects
 
of
 
our
 
culture,
 
manifesting
 
itself
 
in
 
improved
 
execution
 
speeds,
 
higher
 
levels
 
of
 
colleague
engagement
 
and
 
a
 
belief
 
among
 
a
 
majority
 
of
 
colleagues
 
that
 
our
 
culture
 
had
 
improved.
 
The
 
Board
 
has
 
also
 
carefully
 
reviewed
 
and
 
endorsed
how
 
we
 
define
 
the
 
way
 
in
 
which
 
we
 
want
 
to
 
get
 
things
 
done
 
at
 
Barclays
 
 
what
 
we
 
will
 
call
 
our
 
mindset:
 
‘Empower.
 
Challenge.
 
Drive.’
Alongside
 
our
 
strategy,
 
and
 
our
 
strong
 
commercial
 
positioning,
 
our
 
purpose,
 
values
 
and
 
mindset
 
will
 
provide
 
the
 
foundations
 
to
 
move
 
to
 
the
 
next
phase
 
of
 
our
 
cultural
 
and
 
commercial
 
journey,
 
supporting
 
us
 
in
 
fulfilling
 
our
 
obligations
 
to
 
our
 
shareholders,
 
colleagues,
 
customers,
 
clients
 
and
wider
 
society,
 
in
 
the
 
spirit
 
of
 
the
 
common
 
good.
How
 
the
 
Board
 
thinks
 
about
 
strategy
 
The
 
current
 
COVID-19
 
related
 
challenges
 
are
 
unprecedented
 
in
 
nature
 
and,
 
as
 
the
 
Board
 
has
 
discussed
 
at
 
length,
 
the
 
macro-economic
environment
 
brings
 
a
 
significant
 
degree
 
of
 
uncertainty.
 
This
 
has
 
far-reaching
 
impacts
 
across
 
the
 
Group,
 
raising
 
significant
 
matters
 
for
consideration
 
by
 
the
 
Board
 
in
 
the
 
context
 
of
 
the
 
Board’s
 
responsibility
 
for
 
the
 
long-term
 
sustainable
 
success
 
of
 
Barclays,
 
generating
 
value
 
for
shareholders
 
and
 
contributing
 
to
 
wider
 
society,
 
as
 
well
 
as
 
for
 
the
 
culture
 
of
 
the
 
Group
 
more
 
broadly.
 
It
 
has
 
also
 
required
 
the
 
Board
 
to
 
focus
 
on
how
 
best
 
to
 
try
 
to
 
protect
 
the
 
health
 
and
 
well-being
 
of
 
colleagues
 
and
 
customers
 
and,
 
particularly
 
in
 
the
 
context
 
of
 
the
 
AGM
 
arrangements,
 
that
of
 
shareholders
 
as
 
well.
 
Updates
 
presented
 
to
 
the
 
Board
 
through
 
the
 
pandemic
 
have
 
reported
 
on
 
a
 
range
 
of
 
stakeholder
 
interests
 
including
matters
 
which
 
are
 
key
 
to
 
the
 
Group’s
 
reputation,
 
such
 
as
 
business
 
model
 
impacts,
 
colleague
 
considerations,
 
support
 
for
 
customers,
 
clients
 
and
the
 
communities
 
in
 
which
 
Barclays
 
operates,
 
engagement
 
with
 
regulators,
 
and
 
the
 
Group’s
 
support
 
for
 
customers
 
and
 
communities
 
through
 
the
pandemic.
 
You
 
can
 
find
 
further
 
details
 
of
 
this
 
in
 
our
 
Section
 
172
 
statement
 
in
 
the
 
Strategic
 
Report
 
available
 
at
home.barclays/annualreport
.
To
 
clearly
 
establish
 
and
 
implement
 
the
 
Group’s
 
strategy,
 
and
 
be
 
effective,
 
with
 
management,
 
in
 
addressing
 
the
 
challenges
 
arising
 
from
 
the
pandemic,
 
the
 
Board
 
has
 
continued
 
to
 
deepen
 
its
 
understanding
 
of
 
the
 
Group’s
 
business
 
and
 
the
 
risks
 
and
 
opportunities
 
it
 
faces.
 
As
 
such,
 
a
prioritised
 
series
 
of
 
‘deep
 
dives’
 
forms
 
an
 
important
 
part
 
of
 
each
 
Board
 
meeting,
 
enabling
 
the
 
Board
 
to
 
spend
 
a
 
good
 
proportion
 
of
 
its
 
time
considering
 
longer-term
 
and
 
strategic
 
issues
 
and
 
the
 
Group’s
 
operational
 
resilience,
 
with
 
strategy
 
considered
 
at
 
every
 
Board
 
meeting,
 
rather
than
 
in
 
a
 
set
 
piece
 
event
 
once
 
a
 
year.
 
This
 
has
 
been
 
particularly
 
beneficial
 
in
 
the
 
context
 
of
 
the
 
dynamic
 
and
 
evolving
 
environment
 
during
 
2020,
and
 
has
 
allowed
 
the
 
Board
 
to
 
discuss
 
the
 
impact
 
of
 
the
 
pandemic
 
on
 
the
 
different
 
businesses
 
within
 
the
 
Group
 
and
 
to
 
provide
 
support
 
and
constructive
 
challenge
 
to
 
management
 
in
 
addressing
 
diverse
 
challenges
 
by
 
business
 
and
 
geography.
 
The
 
approval
 
of
 
the
 
Group’s
 
Medium
Term
 
Plan,
 
in
 
which
 
our
 
strategy
 
is
 
embedded,
 
was
 
reviewed
 
by
 
the
 
Board
 
at
 
its
 
September,
 
November
 
and
 
December
 
meetings.
Deep
 
dive
 
topics
 
were
 
informed
 
by
 
discussions
 
with
 
our
 
shareholders
 
and
 
other
 
stakeholders,
 
as
 
well
 
as
 
formal
 
and
 
informal
 
Board
 
discussions.
In
 
response
 
to
 
the
 
growing
 
pandemic,
 
during
 
2020
 
our
 
deep
 
dives
 
programme
 
was
 
kept
 
under
 
review
 
to
 
give
 
time
 
to
 
the
 
discussion
 
of
 
new
topics
 
flowing
 
directly
 
from
 
the
 
COVID-19
 
pandemic.
 
Deep
 
dive
 
topics
 
discussed
 
by
 
the
 
Board
 
during
 
the
 
year
 
covered
 
a
 
wide
 
range
 
of
 
topics,
 
including
 
our
 
purpose
 
and
 
values,
 
the
 
Group’s
operational
 
mind-set
 
during
 
the
 
COVID-19
 
pandemic,
 
the
 
unwinding
 
of
 
crisis
 
measures,
 
and
 
our
 
climate
 
change
 
strategy,
 
alongside
 
updates
from
 
selected
 
individual
 
businesses
 
and
 
from
 
key
 
Group
 
functions
 
including
 
Compliance,
 
Legal,
 
Risk
 
and
 
HR.
 
As
 
in
 
previous
 
years,
 
we
 
gave
 
considerable
 
focus
 
to
 
developments
 
in
 
the
 
regulatory
 
environment,
 
to
 
our
 
key
 
correspondence
 
with
 
regulators
during
 
the
 
year
 
in
 
the
 
context
 
of
 
their
 
annual
 
assessments
 
and
 
reviews,
 
and
 
to
 
our
 
engagement
 
with
 
our
 
principal
 
regulators
 
in
 
the
 
UK
 
and
 
the
US
 
in
 
particular.
 
The
 
oversight
 
of
 
risk
 
profile
 
and
 
of
 
our
 
control
 
environment
 
is
 
also
 
a
 
core
 
Board
 
responsibility
 
and,
 
in
 
addition
 
to
 
the
 
detailed
 
oversight
 
of
 
these
matters
 
by
 
the
 
relevant
 
Board
 
Committees,
 
has
 
been
 
addressed
 
at
 
Board
 
meetings
 
throughout
 
the
 
year.
 
Governance
 
through
 
the
 
pandemic
Given
 
the
 
dynamic
 
environment
 
brought
 
about
 
by
 
the
 
COVID-19
 
pandemic,
 
the
 
Board
 
needed
 
to
 
operate
 
in
 
“crisis”
 
mode
 
and
 
shift
 
its
 
focus
 
from
long
 
term
 
value
 
creation
 
to
 
addressing
 
the
 
short
 
and
 
medium-term
 
implications
 
of
 
the
 
pandemic.
 
As
 
part
 
of
 
the
 
Board’s
 
direct
 
oversight
 
of
matters
 
relating
 
to
 
reputation,
 
updates
 
were
 
presented
 
to
 
the
 
Board
 
throughout
 
the
 
COVID-19
 
pandemic
 
reporting
 
on
 
a
 
range
 
of
 
stakeholder
interests
 
and
 
matters
 
key
 
to
 
our
 
reputation.
 
Directors’
 
report
13
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
You
 
can
 
read
 
more
 
about
 
the
 
Board’s
 
response
 
to
 
the
 
COVID-19
 
pandemic,
 
including
 
the
 
difficult
 
decision
 
to
 
cancel
 
our
 
ordinary
 
share
 
full
 
year
2019
 
dividend,
 
the
 
establishment
 
of
 
a
 
Board
 
COVID-19
 
Response
 
Committee
 
and
 
the
 
need
 
to
 
revise
 
our
 
2020
 
AGM
 
arrangements
 
in
 
order
 
to
comply
 
with
 
UK
 
Government
 
guidance
 
and
 
to
 
protect
 
the
 
health
 
and
 
wellbeing
 
of
 
our
 
shareholders,
 
colleagues
 
and
 
other
 
stakeholders
 
in
 
our
Section
 
172
 
Statement
 
in
 
the
 
Strategic
 
Report
 
available
 
at
home.barclays/annualreport
.
 
The
 
Board
 
will
 
keep
 
the
 
considerable
 
benefits
 
of
shareholder
 
engagement
 
in
 
the
 
AGM
 
at
 
the
 
forefront
 
of
 
its
 
planning
 
for
 
the
 
2021
 
AGM.
 
This
 
is
 
an
 
evolving
 
situation
 
and
 
we
 
will
 
keep
shareholders
 
apprised
 
of
 
our
 
plans
 
as
 
they
 
develop.
 
Further
 
information
 
will
 
be
 
made
 
available
 
in
 
our
 
2021
 
Notice
 
of
 
Meeting
 
and
 
on
 
our
website
 
in
 
due
 
course.
Climate
 
change
 
The
 
Board
 
has
 
direct
 
oversight
 
of
 
social
 
and
 
environmental
 
matters,
 
including
 
climate
 
change.
 
The
 
Board
 
recognised
 
that
 
Barclays
 
can,
 
and
should,
 
make
 
a
 
real
 
contribution
 
to
 
tackling
 
climate
 
change,
 
and
 
help
 
to
 
accelerate
 
the
 
transition
 
to
 
a
 
low-carbon
 
economy.
 
In
 
the
 
first
 
quarter
 
of
2020
 
the
 
Board
 
established
 
a
 
Board
 
Climate
 
Committee,
 
to
 
oversee
 
our
 
activities
 
in
 
this
 
critically
 
important
 
area.
You
 
can
 
read
 
more
 
about
 
our
 
climate
 
change
 
strategy
 
and
 
stakeholder
 
engagement
 
in
 
our
 
Section
 
172
 
Statement
 
and
 
in
 
the
 
Society
 
and
environment
 
section
 
of
 
our
 
Strategic
 
Report
 
available
 
at
 
home.barclays/annualreport
.
 
You
 
can
 
also
 
find
 
out
 
more
 
about
 
our
 
climate
 
change
plans
 
on
 
our
 
website
 
at
home.barclays/climatechange.
Our
 
investor
 
and
 
stakeholder
 
engagement
Despite
 
the
 
impact
 
of
 
the
 
COVID-19
 
pandemic
 
limiting
 
the
 
scope
 
for
 
‘in-person’
 
meetings
 
due
 
to
 
restrictions
 
introduced
 
during
 
the
 
course
 
of
 
the
year,
 
we
 
were
 
able
 
to
 
continue
 
our
 
extensive
 
engagement
 
programme
 
with
 
institutional
 
equity
 
and
 
fixed
 
income
 
investors
 
through
 
a
 
range
 
of
‘virtual’
 
formats.
 
Our
 
Executive
 
Directors,
 
as
 
well
 
as
 
other
 
senior
 
management
 
representatives,
 
supported
 
by
 
our
 
Investor
 
Relations
 
team,
engaged
 
regularly
 
with
 
existing
 
shareholders
 
and
 
target
 
investors
 
throughout
 
the
 
year.
 
Our
 
engagement
 
programme
 
also
 
included
 
a
 
series
 
of
video
 
conference
 
calls
 
with
 
our
 
major
 
shareholders
 
and
 
other
 
stakeholders
 
(including
 
proxy
 
advisory
 
agencies
 
and
 
investor
 
associations)
 
on
 
our
climate
 
change
 
ambition
 
and
 
commitments.
 
In
 
addition,
 
throughout
 
the
 
year
 
our
 
Chairman,
 
Nigel
 
Higgins,
 
frequently
 
spoke
 
with
 
our
shareholders
 
and
 
other
 
stakeholders.
 
You
 
can
 
read
 
more
 
about
 
our
 
continued
 
engagement
 
with
 
our
 
investors,
 
in
 
our
 
Strategic
 
Report
 
available
at
home.barclays/annualreport
.
Meaningful
 
engagement
 
with
 
our
 
colleagues
 
has
 
long
 
been
 
a
 
key
 
priority
 
of
 
the
 
Board
 
and
 
you
 
can
 
read
 
about
 
our
 
workforce
 
engagement
 
model
in
 
the
 
People
 
and
 
culture
 
section
 
on
 
pages
 
81
 
to
 
85.
 
More
 
information
 
about
 
our
 
broader
 
stakeholder
 
engagement
 
is
 
described
 
in
 
the
 
Strategic
Report
 
available
 
at
home.barclays/annualreport
.
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
14
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Maintaining
 
robust
 
internal
 
controls
 
throughout
 
the
 
pandemic
 
Dear
 
Fellow
 
Shareholders
2020
 
was
 
a
 
challenging
 
year
 
in
 
terms
 
of
 
monitoring
 
the
 
internal
 
and
 
business
 
controls
 
environment
 
alongside
 
reviewing
 
the
 
Group’s
 
financial
performance
 
in
 
light
 
of
 
the
 
COVID-19
 
pandemic.
 
The
 
calculation
 
of
 
expected
 
credit
 
loss
 
(ECL)
 
in
 
accordance
 
with
 
IFRS
 
9
 
was
 
a
 
major
 
focus
 
for
 
the
 
Committee
 
during
 
the
 
year
 
as
 
the
 
calculation
of
 
credit
 
impairment
 
charges
 
proved
 
challenging
 
due
 
to
 
ongoing
 
macroeconomic
 
uncertainty
 
and
 
evolving
 
consensus.
 
The
 
ECL
 
models
 
are
based
 
on
 
historical
 
relationships
 
between
 
macroeconomic
 
variables
 
and
 
credit
 
impairment
 
outcomes
 
that
 
pre-dated
 
the
 
impact
 
of
 
the
 
COVID-19
pandemic,
 
in
 
particular
 
the
 
unprecedented
 
level
 
of
 
government
 
support
 
provided
 
to
 
businesses
 
and
 
consumers
 
in
 
both
 
the
 
UK
 
and
 
in
 
the
 
US.
Given
 
the
 
forward
 
looking
 
nature
 
of
 
IFRS
 
9
 
provisioning,
 
the
 
ECL
 
models
 
showed,
 
as
 
expected,
 
a
 
significant
 
degree
 
of
 
sensitivity
 
to
 
the
 
current
economic
 
uncertainty.
 
Whilst,
 
as
 
noted
 
below,
 
the
 
Committee
 
is
 
satisfied
 
that
 
the
 
overall
 
ECL
 
provision
 
level
 
is
 
appropriate,
 
it
 
must
 
be
recognised
 
that
 
the
 
profit
 
and
 
loss
 
impact
 
reflects
 
the
 
difference
 
between
 
the
 
opening
 
and
 
closing
 
stock
 
of
 
provisions
 
after
 
accounting
 
for
 
write-
offs
 
in
 
the
 
period.
 
The
 
lack
 
of
 
significant
 
increases
 
in
 
the
 
latter
 
at
 
present,
 
due
 
to
 
government
 
support
 
measures,
 
magnifies
 
the
 
sensitivity
 
of
 
the
provision
 
charge
 
to
 
changes
 
in
 
assumptions.
To
 
date
 
the
 
impact
 
of
 
climate
 
change
 
on
 
the
 
Group’s
 
financial
 
statements
 
has
 
been
 
very
 
limited.
 
However,
 
the
 
Committee
 
expects
 
that
 
to
change
 
over
 
time
 
and
 
will
 
continue
 
to
 
keep
 
under
 
review
 
both
 
this
 
and
 
the
 
extent
 
and
 
accuracy
 
of
 
disclosures
 
regarding
 
the
 
Group’s
environmental
 
impact.
In
 
relation
 
to
 
Barclays’
 
internal
 
control
 
environment,
 
the
 
Committee
 
noted
 
that
 
the
 
Barclays
 
Internal
 
Control
 
Environment
 
Programme
 
(BICEP)
which
 
commenced
 
in
 
January
 
2017
 
and
 
was
 
focussed
 
on
 
strengthening
 
the
 
internal
 
control
 
environment
 
across
 
the
 
Group,
 
successfully
completed
 
in
 
March
 
2020.
 
The
 
Group’s
 
control
 
environment
 
is
 
now
 
in
 
a
 
much
 
stronger
 
position,
 
which
 
helped
 
to
 
deal
 
with
 
the
 
operational
challenges
 
which
 
the
 
COVID-19
 
pandemic
 
has
 
presented.
 
Management
 
has
 
operated
 
within
 
a
 
robust
 
framework
 
for
 
identifying
 
and
 
responding
to
 
control
 
issues
 
with
 
appropriate
 
reporting
 
to
 
the
 
Committee
 
and
 
other
 
Board
 
Committees.
 
The
 
Committee
 
was
 
pleased
 
to
 
note
 
that,
 
effective
25
 
June
 
2020,
 
the
 
Federal
 
Reserve
 
Board
 
(FRB)
 
announced
 
the
 
termination
 
of
 
its
 
enforcement
 
action
 
initiated
 
against
 
Barclays
 
Bank
 
PLC
 
in
May
 
2015
 
with
 
regard
 
to
 
business
 
practices
 
relating
 
to
 
its
 
US
 
FX,
 
Rates,
 
Commodities,
 
Government
 
Bonds
 
and
 
Credit
 
Derivatives
 
activities;
 
the
FRB
 
was
 
satisfied
 
with
 
the
 
remediation
 
actions
 
taken
 
by
 
the
 
Group
 
to
 
enhance
 
its
 
firm-wide
 
compliance
 
systems
 
and
 
controls
 
relating
 
to
 
those
activities.
 
Termination
 
of
 
the
 
action
 
was
 
contingent
 
upon
 
completion
 
by
 
the
 
Group
 
of
 
a
 
review
 
of
 
relevant
 
policies
 
and
 
procedures,
 
which
 
has
now
 
been
 
achieved.
In
 
assessing
 
general
 
control
 
issues
 
for
 
disclosure
 
in
 
this
 
Annual
 
Report,
 
the
 
Committee
 
continued
 
to
 
apply
 
similar
 
concepts
 
to
 
those
 
used
 
for
assessing
 
internal
 
financial
 
controls
 
for
 
the
 
purposes
 
of
 
the
 
US
 
Sarbanes-Oxley
 
Act
 
(SOx).
 
The
 
Committee
 
remained
 
of
 
the
 
view
 
that
 
there
 
are
no
 
control
 
issues
 
that
 
are
 
considered
 
to
 
be
 
a
 
material
 
weakness
 
and
 
which
 
merit
 
specific
 
disclosure.
During
 
2020,
 
I
 
held
 
regular
 
meetings
 
with
 
the
 
Chair
 
of
 
the
 
BBUKPLC
 
Board
 
Audit
 
Committee
 
and
 
with
 
the
 
Chair
 
of
 
the
 
Barclays
 
US
 
LLC
 
audit
committee.
 
I
 
also
 
attended
 
the
 
meetings
 
of
 
the
 
Barclays
 
Bank
 
Ireland
 
PLC
 
audit
 
committee
 
and
 
BBUKPLC
 
audit
 
committee
 
which
 
considered
the
 
main
 
year-end
 
accounting
 
issues,
 
and
 
I
 
will
 
be
 
attending
 
the
 
Barclays
 
US
 
LLC
 
audit
 
committee
 
meeting
 
in
 
March
 
2021.
 
The
 
Chair
 
of
 
the
BBUKPLC
 
Board
 
Audit
 
Committee
 
attended
 
the
 
meeting
 
of
 
the
 
Committee
 
at
 
which
 
the
 
control
 
environment
 
of
 
BBUKPLC
 
was
 
considered
 
as
part
 
of
 
the
 
Committee’s
 
year-end
 
evaluation.
 
I
 
also
 
continued
 
to
 
meet
 
frequently
 
with
 
members
 
of
 
senior
 
management,
 
including
 
the
 
Group
Finance
 
Director
 
and
 
Chief
 
Internal
 
Auditor.
 
Barclays
 
Internal
 
Audit
 
(BIA)
 
is
 
a
 
key
 
component
 
in
 
supporting
 
the
 
Committee’s
 
work.
 
I
 
am
 
pleased
 
with
 
the
 
way
 
that
 
the
 
function
 
has
 
performed
throughout
 
the
 
year,
 
particularly
 
in
 
scoping,
 
performing
 
and
 
reporting
 
the
 
outcomes
 
of
 
its
 
work
 
both
 
to
 
management
 
and
 
the
 
Committee
 
in
 
an
environment
 
where
 
the
 
scope
 
of
 
its
 
audit
 
plan,
 
as
 
approved
 
in
 
December
 
2019,
 
has
 
had
 
to
 
change
 
owing
 
to
 
the
 
operational
 
and
 
risk
 
challenges
brought
 
on
 
by
 
the
 
COVID-19
 
pandemic.
 
As
 
the
 
pandemic
 
took
 
hold,
 
I
 
spoke
 
weekly
 
with
 
the
 
Chief
 
Internal
 
Auditor
 
and
 
her
 
key
 
management
team.
 
A
 
BIA
 
Contingency
 
Plan
 
was
 
established
 
and
 
invoked
 
in
 
response
 
to
 
the
 
pandemic,
 
outlining
 
heightened
 
management,
 
reporting
 
and
escalation
 
protocols
 
for
 
BIA,
 
both
 
as
 
a
 
Third
 
Line
 
of
 
Defence
 
and
 
a
 
function
 
within
 
the
 
Group.
I
 
have
 
also
 
continued
 
my
 
regular
 
engagement
 
with
 
the
 
Group’s
 
regulators,
 
both
 
in
 
the
 
UK
 
and
 
US.
 
This
 
has
 
encompassed
 
not
 
only
 
my
 
work
 
as
the
 
Chair
 
of
 
the
 
Committee,
 
but
 
also
 
my
 
role
 
as
 
the
 
Group’s
 
Whistleblowing
 
Champion.
 
In
 
that
 
respect,
 
I
 
oversaw
 
the
 
production
 
of
 
the
 
second
of
 
three
 
annual
 
reports
 
which
 
we
 
agreed
 
to
 
submit
 
to
 
the
 
FCA
 
and
 
PRA
 
in
 
the
 
UK
 
and
 
to
 
the
 
New
 
York
 
Department
 
of
 
Financial
 
Services
regarding
 
our
 
whistleblowing
 
programme.
Committee
 
effectiveness
The
 
2020
 
Committee
 
effectiveness
 
review
 
was
 
conducted
 
in
 
accordance
 
with
 
the
 
Code.
 
This
 
internal
 
review
 
involved
 
completion
 
of
 
a
 
tailored
questionnaire
 
by
 
Committee
 
members
 
and
 
standing
 
attendees
 
(which
 
included
 
our
 
external
 
lead
 
audit
 
engagement
 
partner),
 
in
 
line
 
with
 
the
approach
 
adopted
 
for
 
all
 
Board
 
Committees
 
in
 
2020.
 
The
 
review
 
is
 
an
 
important
 
part
 
of
 
the
 
way
 
Barclays
 
monitors
 
and
 
improves
 
Committee
performance
 
and
 
effectiveness,
 
maximising
 
strengths
 
and
 
highlighting
 
areas
 
for
 
further
 
development.
The
 
results
 
confirm
 
that
 
the
 
Committee
 
is
 
operating
 
effectively.
 
It
 
is
 
considered
 
well-constituted
 
and
 
provides
 
an
 
effective
 
and
 
appropriately
broad
 
level
 
of
 
challenge
 
and
 
oversight
 
of
 
the
 
areas
 
within
 
its
 
remit.
 
It
 
was
 
suggested
 
that
 
the
 
Committee
 
may
 
benefit
 
from
 
an
 
additional
 
member
with
 
specialist
 
financial
 
reporting
 
and
 
management
 
expertise,
 
with
 
feedback
 
noting
 
that
 
this
 
would
 
be
 
addressed
 
following
 
the
 
appointment
 
of
Julia
 
Wilson
 
as
 
a
 
new
 
member
 
of
 
the
 
Committee
 
when
 
she
 
joins
 
the
 
BPLC
 
Board
 
in
 
April
 
2021.
 
In
 
particular,
 
the
 
review
 
indicates
 
that
 
the
Committee
 
has
 
continued
 
to
 
operate
 
effectively
 
in
 
the
 
context
 
of
 
the
 
COVID-19
 
pandemic.
My
 
role
 
as
 
Chair
 
in
 
balancing
 
a
 
demanding
 
agenda
 
efficiently
 
so
 
that
 
time
 
is
 
allocated
 
to
 
the
 
most
 
significant
 
items
 
for
 
discussion
 
was
recognised.
 
The
 
Committee
 
has
 
a
 
broad
 
remit
 
and
 
has
 
taken
 
on
 
additional
 
responsibilities
 
during
 
recent
 
years,
 
for
 
example
 
the
 
oversight
 
of
 
tax
matters,
 
so
 
continued
 
focus
 
on
 
this
 
area
 
will
 
be
 
beneficial.
 
The
 
review
 
commented
 
that
 
the
 
Committee’s
 
interaction
 
with
 
the
 
Board,
 
Board
 
Committees
 
and
 
senior
 
management
 
is
 
considered
 
effective,
noting
 
in
 
particular
 
that
 
the
 
Committee’s
 
interaction
 
with
 
the
 
Board
 
Risk
 
Committee
 
works
 
well.
 
The
 
review
 
highlighted
 
that
 
reporting
 
to
 
the
Committee
 
on
 
issues
 
relevant
 
to
 
the
 
Committee’s
 
remit
 
relating
 
to
 
BBUKPLC
 
had
 
been
 
streamlined
 
and
 
effective.
 
Following
 
the
 
consolidation
 
of
the
 
membership
 
of
 
the
 
Committee
 
with
 
the
 
BBPLC
 
Board
 
Audit
 
Committee,
 
coverage
 
of
 
BBPLC
 
matters
 
within
 
concurrent
 
meetings
 
was
considered
 
adequate.
Changes
 
to
 
Committee
 
composition
Having
 
taken
 
on
 
the
 
role
 
of
 
Chair
 
of
 
BBUKPLC
 
at
 
the
 
end
 
of
 
December
 
2020,
 
Crawford
 
Gillies
 
left
 
the
 
Committee.
 
I
 
look
 
forward
 
to
 
welcoming
Julia
 
Wilson
 
as
 
a
 
new
 
member
 
of
 
the
 
Committee
 
when
 
she
 
joins
 
the
 
BPLC
 
Board
 
in
 
April
 
2021.
Looking
 
ahead
In
 
2021,
 
the
 
Committee
 
will
 
continue
 
to
 
monitor
 
the
 
key
 
IFRS
 
9
 
processes,
 
particularly
 
in
 
light
 
of
 
the
 
development
 
of
 
the
 
COVID-19
 
pandemic,
the
 
uncertain
 
economic
 
environment
 
and
 
related
 
impact
 
upon
 
the
 
Group.
 
There
 
is
 
always
 
a
 
balance
 
to
 
be
 
struck
 
between
 
the
 
sophistication
 
of
models
 
and
 
the
 
ability
 
to
 
adapt
 
them
 
to
 
changing
 
circumstances
 
and
 
run
 
them
 
on
 
a
 
timely
 
basis
 
using
 
different
 
assumptions
 
and
 
scenarios.
 
In
implementing
 
IFRS
 
9,
 
the
 
Group
 
developed
 
a
 
number
 
of
 
highly
 
complex
 
and
 
sophisticated
 
models
 
for
 
ECL
 
which
 
have
 
been
 
particularly
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
15
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
challenged
 
in
 
the
 
pandemic,
 
which
 
is
 
a
 
situation
 
also
 
impacting
 
a
 
number
 
of
 
the
 
Group’s
 
peers.
 
Going
 
forward,
 
therefore,
 
management
 
is
looking
 
to
 
simplify
 
the
 
model
 
environment
 
significantly,
 
whilst
 
at
 
the
 
same
 
time
 
making
 
it
 
more
 
readily
 
responsive
 
to
 
major
 
changes
 
in
 
the
economic
 
environment.
 
These
 
changes
 
will
 
also
 
provide
 
increased
 
flexibility
 
to
 
perform
 
sensitivity
 
analysis.
 
The
 
Committee
 
is
 
fully
 
supportive
 
of
this
 
effort
 
and
 
will
 
be
 
monitoring
 
this
 
development
 
closely.
The
 
Committee
 
will
 
also
 
seek
 
to
 
monitor
 
the
 
sustainability
 
of
 
the
 
continuing
 
evolution
 
of
 
the
 
internal
 
control
 
environment,
 
notwithstanding
 
so
many
 
Group
 
processes
 
having
 
“returned
 
to
 
Satisfactory”
 
as
 
part
 
of
 
the
 
now
 
successfully
 
completed
 
BICEP
 
initiative;
 
and
 
to
 
continue
 
the
 
scrutiny
of
 
the
 
control
 
issues
 
and
 
new
 
working
 
arrangements
 
resulting
 
from,
 
or
 
associated
 
with,
 
the
 
impact
 
of
 
the
 
COVID-19
 
pandemic.
 
We
 
will
 
also
 
be
looking
 
to
 
assess
 
the
 
reporting
 
of
 
control
 
issues
 
 
with
 
increasing
 
focus
 
on
 
the
 
remaining
 
key
 
areas
 
of
 
focus
 
as
 
well
 
as
 
to
 
monitor
 
the
satisfactory
 
completion
 
of
 
various
 
ongoing
 
remediation
 
programmes.
Mike
 
Ashley
Chair,
 
Board
 
Audit
 
Committee
17
 
February
 
2021
fy2020arbplcp24i0.jpg
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
16
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Committee
 
composition
 
and
 
meetings
The
 
Committee
 
is
 
composed
 
solely
 
of
 
independent
 
Non-Executive
 
Directors,
 
with
 
membership
 
designed
 
to
 
provide
 
the
 
breadth
 
of
 
financial
expertise
 
and
 
commercial
 
acumen
 
it
 
needs
 
to
 
fulfil
 
its
 
responsibilities.
 
Its
 
members
 
as
 
a
 
whole
 
have
 
recent
 
and
 
relevant
 
experience
 
of
 
the
banking
 
and
 
financial
 
services
 
sector,
 
in
 
addition
 
to
 
general
 
management
 
and
 
commercial
 
experience;
 
and
 
are
 
financially
 
literate.
 
In
 
particular,
Mike
 
Ashley,
 
who
 
is
 
the
 
designated
 
financial
 
expert
 
on
 
the
 
Committee
 
for
 
the
 
purposes
 
of
 
SOx,
 
is
 
a
 
former
 
audit
 
partner
 
who,
 
during
 
his
executive
 
career,
 
acted
 
as
 
lead
 
engagement
 
partner
 
on
 
the
 
audits
 
of
 
a
 
number
 
of
 
large
 
financial
 
services
 
groups.
 
When
 
she
 
joins
 
the
 
Committee
in
 
April
 
2021,
 
Julia
 
Wilson
 
will
 
also
 
bring
 
deep
 
technical
 
experience
 
to
 
the
 
Committee,
 
including
 
corporate
 
finance,
 
tax
 
and
 
accounting
 
expertise.
You
 
can
 
find
 
more
 
details
 
of
 
the
 
experience
 
of
 
the
 
current
 
Committee
 
members
 
in
 
their
 
biographies
 
on
 
pages
 
3
 
to
 
6.
During
 
2020,
 
the
 
Committee
 
met
 
10
 
times
 
(2019:
 
10
 
times)
 
and
 
the
 
chart
 
below
 
shows
 
how
 
it
 
allocated
 
its
 
time.
 
Attendance
 
by
 
members
 
at
Committee
 
meetings
 
is
 
also
 
shown
 
below.
 
Committee
 
meetings
 
were
 
attended
 
by
 
representatives
 
from
 
management,
 
including
 
the
 
Group
 
CEO,
Group
 
FD,
 
Chief
 
Internal
 
Auditor,
 
Chief
 
Controls
 
Officer,
 
Chief
 
Risk
 
Officer,
 
Chief
 
Operating
 
Officer,
 
Group
 
General
 
Counsel
 
and
 
Group
 
Chief
Compliance
 
Officer,
 
as
 
well
 
as
 
representatives
 
from
 
the
 
businesses
 
and
 
other
 
functions,
 
and
 
from
 
BBPLC
 
senior
 
management
 
reflecting
 
the
streamlined
 
operation
 
of
 
the
 
BPLC
 
and
 
BBPLC
 
Committee
 
meetings.
The
 
lead
 
audit
 
engagement
 
partner
 
of
 
KPMG,
 
Michelle
 
Hinchliffe,
 
also
 
attended
 
Committee
 
meetings.
 
The
 
Committee
 
held
 
a
 
number
 
of
separate
 
private
 
sessions
 
with
 
each
 
of
 
the
 
Chief
 
Internal
 
Auditor
 
and
 
the
 
lead
 
audit
 
engagement
 
partner
 
during
 
2020,
 
which
 
were
 
not
 
attended
by
 
management.
Role
 
of
 
the
 
Committee
The
 
role
 
of
 
the
 
Committee
 
is
 
to
 
review
 
and
 
monitor,
 
among
 
other
 
things:
 
the
 
integrity
 
of
 
the
 
Group’s
 
financial
 
statements
 
and
 
related
 
announcements
 
the
 
effectiveness
 
of
 
the
 
Group’s
 
internal
 
controls
 
the
 
independence
 
and
 
effectiveness
 
of
 
the
 
internal
 
and
 
external
 
audit
 
process
 
the
 
Group’s
 
relationship
 
with
 
the
 
external
 
auditors
 
the
 
effectiveness
 
of
 
the
 
Group’s
 
whistleblowing
 
policies
 
and
 
procedures.
The
 
Committee’s
 
terms
 
of
 
reference
 
are
 
available
 
at
 
home.barclays/who-we-are/our-governance/board-committees
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
17
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
Ensuring
 
reporting
 
integrity
 
and
 
an
 
effective
 
controls
 
environment
Area
 
of
 
focus
Reporting
 
issue
Role
 
of
 
the
 
Committee
Conclusion
 
/
 
action
 
taken
Fair,
 
balanced
 
and
understandable
 
reporting
(including
 
Country-
 
by-Country
Reporting
 
and
 
Modern
 
Slavery
Statement)
In
 
light
 
of
 
the
 
Board’s
 
obligation
under
 
the
 
Code,
 
the
 
Committee
assesses
 
external
 
reporting
 
to
ensure
 
it
 
is
 
fair,
 
balanced
 
and
understandable.
In
 
addition
 
to
 
this
 
Annual
 
Report
and
 
associated
 
year-end
 
reports,
the
 
Committee
 
also
 
reviewed
 
the
Group’s
 
quarterly
 
reports
 
and
 
the
presentations
 
to
 
analysts.
 
The
 
Committee
 
informed
 
these
reviews
 
by:
 
consideration
 
of
 
reports
 
of
 
the
Disclosure
 
Committee
 
which
included
 
views
 
on
 
content,
accuracy
 
and
 
tone
 
direct
 
questioning
 
of
management,
 
including
 
the
Group
 
CEO
 
and
 
Group
 
FD,
 
on
the
 
transparency
 
and
 
accuracy
of
 
disclosures
 
consideration
 
of
management’s
 
response
 
to
letters
 
issued
 
by
 
the
 
Financial
Reporting
 
Council
 
(FRC)
 
and
other
 
industry
 
reporting
guidance
 
evaluation
 
of
 
the
 
output
 
of
 
the
Group’s
 
internal
 
control
assessments
 
and
 
SOx
 
s404
internal
 
control
 
process
 
consideration
 
of
 
the
 
results
 
of
management’s
 
processes
relating
 
to
 
financial
 
reporting
matters
 
and
 
evidencing
 
the
representations
 
provided
 
to
the
 
external
 
auditors.
The
 
Committee
 
considered
 
the
extensive
 
disclosures
 
regarding
the
 
COVID-19
 
pandemic
 
relating
not
 
just
 
to
 
the
 
impact
 
on
 
the
financial
 
statements,
 
but
 
also
 
the
actions
 
taken
 
and
 
support
provided
 
by
 
the
 
Group
 
to
 
ensure
they
 
met
 
the
 
required
 
standard.
In
 
relation
 
to
 
the
 
former,
 
the
Committee
 
considered
 
in
particular
 
the
 
ECL
 
judgements
and
 
disclosures
 
from
 
a
 
IFRS9
perspective
 
in
 
light
 
of
 
guidance
issued
 
by
 
regulators
 
as
 
part
 
of
their
 
response
 
to
 
the
 
COVID-19
pandemic,
 
including
 
(among
other
 
things)
 
capital
 
measures
 
in
relation
 
to
 
IFRS9
 
transitional
relief
 
and
 
impact
 
of
 
government
support
 
schemes
 
and
 
other
support
 
measures
 
from
 
central
banks
 
and
 
regulators.
Having
 
evaluated
 
all
 
of
 
the
available
 
information,
 
the
assurances
 
by
 
management
 
and
underlying
 
processes
 
used
 
to
prepare
 
the
 
published
 
financial
information,
 
the
 
Committee
concluded
 
and
 
advised
 
the
 
Board
that
 
the
 
2020
 
Annual
 
Report
 
and
financial
 
statements
 
are
 
fair,
balanced
 
and
 
understandable.
Going
 
concern
 
and
 
long-term
viability
(refer
 
to
 
the
 
Viability
 
Statement
on
 
pages
 
50
 
and
 
51)
Barclays
 
is
 
required
 
to
 
assess
whether
 
it
 
is
 
appropriate
 
to
prepare
 
the
 
financial
 
statements
on
 
a
 
going
 
concern
 
basis
 
and
also,
 
in
 
accordance
 
with
 
the
Code,
 
Barclays
 
must
 
provide
 
a
statement
 
of
 
its
 
viability.
The
 
Committee
 
considered
 
both
the
 
going
 
concern
 
assumption
and
 
the
 
form
 
and
 
content
 
of
 
the
Viability
 
Statement
 
having
 
regard
to:
 
the
 
MTP
 
and
 
WCR
 
the
 
forecasted
 
liquidity
 
and
funding
 
profile
 
the
 
results
 
of
 
stress
 
tests
based
 
on
 
internal
 
assumptions
as
 
reviewed
 
by
 
the
 
Board
 
Risk
Committee
 
current
 
risk
 
and
 
strategy
disclosures
 
changes
 
to
 
capital
 
ratios.
The
 
Committee
 
recommended
 
to
the
 
Board
 
that
 
the
 
financial
statements
 
should
 
be
 
prepared
on
 
a
 
going
 
concern
 
basis
 
and
that
 
there
 
were
 
no
 
material
uncertainties
 
that
 
may
 
cast
significant
 
doubt
 
on
 
the
 
Group’s
ability
 
to
 
continue
 
as
 
a
 
going
concern;
 
and
 
noted
 
that
 
capital
ratios
 
remained
 
above
 
minimum
mandatory
 
requirements.
The
 
Committee
 
also
 
agreed
 
that
the
 
appropriate
 
time
 
frame
 
for
 
the
Viability
 
Statement
 
continued
 
to
be
 
three
 
years
 
and
recommended
 
the
 
Viability
Statement
 
to
 
the
 
Board
 
for
approval.
Impairment
 
of
 
Financial
Instruments
(refer
 
to
 
Note
 
7
 
to
 
the
 
financial
statements)
ECLs
 
are
 
modelled
 
using
 
a
 
range
of
 
forecast
 
economic
 
scenarios.
They
 
use
 
forward
 
looking
 
models
which
 
require
 
judgements
 
to
 
be
made
 
over
 
modelling
assumptions,
 
including:
-
 
the
 
determination
 
of
macroeconomic
 
scenarios
 
to
 
be
used
-
 
the
 
methodology
 
for
 
weighting
scenarios
-
 
the
 
establishment
 
of
 
criteria
 
to
determine
 
significant
deterioration
 
in
 
credit
 
quality
-
 
the
 
application
 
of
 
management
adjustments
 
to
 
the
 
modelled
output.
The
 
latter
 
has
 
been
 
particularly
relevant
 
in
 
2020
 
as
 
the
 
models
were
 
not
 
designed
 
to
 
take
account
 
of
 
the
 
unprecedented
level
 
of
 
government
 
support
 
for
both
 
businesses
 
and
 
consumers
during
 
the
 
pandemic.
As
 
part
 
of
 
its
 
monitoring,
 
the
Committee
 
considered
 
a
 
number
of
 
reports
 
from
 
management
 
on:
 
the
 
economic
 
impact
 
of
 
the
COVID-19
 
pandemic
 
 
the
 
impact
 
of
 
the
 
uncertain
macroeconomic
 
environment
and
 
effectiveness
 
of
government
 
support
 
measures
 
the
 
continued
 
development
and
 
embedding
 
of
 
controls
over
 
the
 
internal
 
processes
supporting
 
the
 
ECL
 
calculation
and
 
related
 
assessment
 
of
SOx
 
compliance
 
(including
 
by
the
 
external
 
auditors)
 
model
 
changes
 
 
regeneration
 
of
 
the
 
macro-
economic
 
variables
 
and
associated
 
weighting
 
adjustments
 
made
 
to
 
the
modelled
 
output
 
to
 
reflect
updated
 
data
 
and
 
known
model
 
deficiencies,
 
including
in
 
relation
 
to
 
the
 
impact
 
of
government
 
support
 
comparisons
 
between
 
actual
Having
 
considered
 
and
scrutinised
 
the
 
reports,
 
the
Committee
 
agreed
 
with
management’s
 
conclusion
 
that
the
 
impairment
 
provision
(including
 
specifically
 
the
£4,838m
 
for
 
credit
 
impairment
charges)
 
was
 
appropriate.
 
In
particular,
 
the
 
Committee
 
agreed
with
 
the
 
judgement
 
exercised
 
by
management
 
in
 
determining
 
post-
model
 
adjustments
 
on
 
the
assumption
 
that
 
government
support
 
is
 
likely
 
largely
 
to
 
defer,
rather
 
than
 
eliminate,
 
the
 
impact
of
 
the
 
current
 
economic
 
stresses.
The
 
Committee
 
also
 
agreed
 
with
management
 
that
 
it
 
was
important
 
to
 
develop
 
the
 
ECL
models
 
so
 
that
 
they
 
are
 
more
responsive
 
to
 
changing
 
economic
scenarios.
In
 
light
 
of
 
the
 
increased
 
inherent
uncertainty
 
of
 
the
 
ECL
calculation,
 
the
 
Committee
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
18
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
experience
 
and
 
forecast
losses
encouraged
 
management
 
to
continue
 
increasing
 
disclosures
relating
 
to
 
the
 
provision
 
and
 
its
sensitivity
 
to
 
key
 
variables.
Goodwill
 
and
 
Intangible
Impairments
(refer
 
to
 
Note
 
22
 
to
 
the
 
financial
statements)
The
 
valuations
 
of
 
goodwill
 
and
intangible
 
assets
 
are
 
assessed
on
 
the
 
basis
 
of
 
discounted
forecast
 
future
 
earnings,
 
which
 
in
the
 
current
 
economic
circumstances
 
are
 
significantly
reduced.
 
In
 
addition,
 
given
 
the
nature
 
of
 
the
 
Group’s
 
business
and
 
the
 
significant
 
component
 
of
earnings
 
attributable
 
to
 
net
interest
 
income,
 
such
 
forecasts
are
 
particularly
 
sensitive
 
to
 
the
level
 
of
 
long
 
term
 
interest
 
rates
and
 
the
 
shape
 
of
 
the
 
yield
 
curve.
The
 
Committee
 
considered
 
the
allocation
 
of
 
goodwill
 
and
intangibles
 
to
 
the
 
cash
generating
 
units,
 
ensuring
consistency
 
with
 
the
 
treatment
adopted
 
in
 
prior
 
years.
The
Committee
 
also
 
discussed
 
with
management
 
methodology
 
for
assessing
 
value
 
in
 
use
 
given
 
the
reduction
 
in
 
headroom
 
which
required
 
a
 
more
 
detailed
 
review
than
 
in
 
earlier
 
years.
 
In
 
particular,
the
 
Committee
 
reviewed
 
the
basis
 
for
 
allocating
 
net
 
tangible
equity
 
to
 
the
 
relevant
 
cash
generating
 
units.
 
The
 
Committee
also
 
considered
 
management’s
forecast
 
future
 
earnings
 
(as
shown
 
by
 
the
 
MTP
 
after
 
taking
account
 
of
 
subsequent
 
key
changes
 
in
 
the
 
macro-economic
environment
 
which
 
might
 
be
expected
 
to
 
impact
 
the
impairment
 
assessment)
 
and
 
the
extrapolation
 
of
 
those
 
earnings
out
 
beyond
 
that
 
time.
 
Finally
 
the
Committee
 
considered
 
the
sensitivity
 
analyses
 
prepared
 
by
management,
 
which
 
indicated
what
 
changes
 
to
 
assumptions
would
 
trigger
 
the
 
need
 
for
impairment.
The
 
Committee
 
was
 
satisfied
 
that
the
 
forecasts
 
supported
 
the
recoverability
 
of
 
the
 
goodwill
 
and
intangibles
 
and
 
no
 
impairment
was
 
required.
As
 
expected,
however,
 
the
 
headroom
 
was
significantly
decreased
 
from
 
prior
 
years
 
and
the
 
sensitivity
 
analyses
illustrated
 
that
 
comparatively
small
 
changes
 
in
 
key
assumptions
 
could
 
lead
 
to
impairment.
 
The
 
Committee
therefore
 
carefully
 
reviewed
 
the
disclosures
 
made
 
to
ensure
 
that
 
the
 
key
 
sensitivities
and
 
the
 
potential
 
impacts
 
were
appropriately
 
highlighted
 
Conduct
 
provisions
 
(refer
 
to
 
Note
 
24
 
to
 
the
 
financial
statements)
Barclays
 
makes
 
certain
assumptions
 
and
 
estimates,
analysis
 
of
 
which
 
underpins
provisions
 
made
 
for
 
the
 
costs
 
of
customer
 
redress.
With
 
a
 
view
 
to
 
evaluating
adequacy
 
of
 
the
 
provisions,
 
the
Committee
 
analysed:
 
the
 
judgements
 
and
 
estimates
made
 
with
 
regard
 
to
 
Barclays’
provisioning
 
for
 
the
 
remaining
PPI
 
claims
 
the
 
estimated
 
extent
 
of
compensation
 
payable
 
to
customers
 
in
 
respect
 
of
 
non-
delivery
 
of
 
certain
 
expected
benefits
 
the
 
possibility
 
of
 
conduct
 
issue
claims
 
arising
 
as
 
a
 
result
 
of
the
 
changed
 
working
environment
 
in
 
the
 
context
 
of
the
 
COVID-19
 
pandemic
 
the
 
possibility
 
of
 
claims
 
arising
from
 
the
 
Group’s
 
participation
in
 
government
 
loan
 
schemes
to
 
support
 
customers
 
against
the
 
impact
 
of
 
the
 
pandemic,
taking
 
account
 
of
 
work
 
carried
out
 
by
 
the
 
Risk
 
Committee
 
on
the
 
underlying
 
risks
 
and
management’s
 
mitigating
actions.
The
 
Committee
 
noted
 
that,
following
 
the
 
imposition
 
of
 
the
deadline
 
in
 
relation
 
to
 
PPI
 
claims,
the
 
significance
 
of
 
conduct
provisions
 
has
 
considerably
declined.
 
The
 
Committee
 
agreed
 
with
management
 
that
 
the
 
overall
level
 
of
 
provision
 
in
 
relation
 
to
 
the
various
 
conduct
 
matters
 
was
adequate
 
and
 
appropriate
 
at
£497m
 
as
 
at
 
the
 
end
 
of
 
the
 
year.
Legal,
 
competition
 
and
 
regulatory
provisions
(refer
 
to
 
Notes
 
24
 
and
 
26
 
to
 
the
financial
 
statements)
Barclays
 
is
 
engaged
 
in
 
various
legal,
 
competition
 
and
 
regulatory
matters
 
which
 
may
 
give
 
rise
 
to
provisioning
 
based
 
on
 
the
 
facts.
The
 
level
 
of
 
provisioning
 
is
subject
 
to
 
management
judgement
 
on
 
the
 
basis
 
of
 
legal
advice
 
and
 
is,
 
therefore,
 
an
 
area
of
 
focus
 
for
 
the
 
Committee.
The
 
Committee
 
evaluated
 
advice
on
 
the
 
status
 
of
 
current
 
legal,
competition
 
and
 
regulatory
matters.
 
It
 
considered
management’s
 
judgements
 
on
the
 
level
 
of
 
provision
 
to
 
be
 
taken
and
 
accompanying
 
disclosure.
The
 
Committee
 
discussed
provisions
 
and
 
utilisation
 
and,
having
 
reviewed
 
the
 
information
available
 
to
 
determine
 
what
 
was
both
 
probable
 
and
 
could
 
be
reliably
 
estimated,
 
the
 
Committee
agreed
 
that
 
the
 
level
 
of
 
provision
at
 
the
 
year-end
 
was
 
appropriate.
The
 
Committee
 
also
 
considered
that
 
the
 
disclosures
 
made
provided
 
the
 
appropriate
information
 
for
 
investors.
Valuations
(refer
 
to
 
Notes
 
13
 
to
 
17
 
to
 
the
financial
 
statements)
Barclays
 
exercises
 
judgement
 
in
the
 
valuation
 
and
 
disclosure
 
of
financial
 
instruments,
 
derivative
assets
 
and
 
certain
 
portfolios,
particularly
 
where
 
quoted
 
market
prices
 
are
 
not
 
available.
The
 
Committee:
 
evaluated
 
reports
 
outlining
 
the
Group’s
 
material
 
valuation
judgements
 
monitored
 
the
 
valuation
methods
 
applied,
 
including
changes
 
in
 
light
 
of
 
the
 
COVID-
The
 
Committee
 
noted
 
that
 
there
were
 
no
 
new
 
significant
 
valuation
judgements
 
at
 
the
 
end
 
of
 
the
year.
The
 
Committee
 
was
 
satisfied
 
with
the
 
accounting
 
treatment
 
in
 
 
 
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
19
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
19
 
pandemic
 
considered
 
pensions
 
liability
valuations.
 
respect
 
of
 
the
 
various
 
matters.
Tax
(refer
 
to
 
Note
 
9
 
to
 
the
 
financial
statements)
Barclays
 
is
 
subject
 
to
 
taxation
 
in
a
 
number
 
of
 
jurisdictions
 
globally
and
 
makes
 
judgements
 
with
regard
 
to
 
provisioning
 
for
 
tax
 
at
risk
 
and
 
to
 
the
 
recognition
 
and
measurement
 
of
 
deferred
 
tax
assets.
The
 
Committee
 
is
 
responsible
 
for
considering
 
the
 
Group’s
 
tax
strategy
 
and
 
overseeing
compliance
 
with
 
the
 
Group’s
 
Tax
Code
 
of
 
Conduct.
 
In
 
this
 
regard
the
 
Committee
 
received
 
reports
from
 
the
 
Tax
 
Management
Oversight
 
Committee
 
and,
 
in
particular,
 
considered
 
the
 
upward
revaluation
 
of
 
UK
 
deferred
 
tax
assets
 
due
 
to
 
cancellation
 
of
 
a
scheduled
 
2%
 
UK
 
corporation
 
tax
cut
 
which
 
had
 
been
 
due
 
to
 
take
place
 
in
 
April
 
2020
 
and
 
additional
tax
 
considerations
 
arising
 
from
the
 
COVID-19
 
pandemic.
The
 
Committee
 
reviewed
 
the
appropriateness
 
of
 
provisions
made
 
for
 
uncertain
 
tax
 
positions.
The
 
Committee
 
also
 
confirmed
that
 
the
 
estimates
 
and
assumptions
 
used
 
in
 
assessing
the
 
recoverability
 
of
 
deferred
 
tax
assets
 
were
 
supported
 
by
 
the
MTP.
The
 
Committee
 
was
 
satisfied
 
that
specific
 
strategies
 
were
 
in
 
line
with
 
the
 
Group’s
 
Tax
 
Code
 
of
Conduct
 
and
 
on
 
behalf
 
of
 
the
Board
 
approved
 
the
 
UK
 
Tax
Strategy
 
statement
 
published
 
as
part
 
of
 
the
 
Country-by-Country
Report.
The
 
Committee
 
noted
 
that
 
the
uncertain
 
tax
 
positions
 
covered
 
a
diverse
 
range
 
of
 
issues
 
and,
 
as
 
a
consequence,
 
agreed
 
with
management’s
 
view
 
that
 
there
was
 
not
 
a
 
significant
 
risk
 
of
 
a
material
 
adjustment
 
during
 
the
next
 
year.
The
 
Committee
 
was
 
also
satisfied
 
that
 
deferred
 
tax
 
assets
recognition
 
was
 
appropriate.
Internal
 
controls
 
and
 
business
control
 
environment
(read
 
more
 
about
 
Barclays’
internal
 
control
 
and
 
risk
management
 
processes
 
on
pages
 
39
 
to
 
40).
The
 
effectiveness
 
of
 
the
 
overall
control
 
environment,
 
including
the
 
status
 
of
 
any
 
significant
control
 
issues
 
and
 
the
 
progress
of
 
specific
 
remediation
 
plans.
The
 
Committee:
 
monitored
 
finalisation
 
of
BICEP
 
which
 
completed
 
at
 
the
end
 
of
 
March
 
2020
 
as
 
well
 
as
ongoing
 
sustainability
 
of
 
the
enhanced
 
control
 
environment
 
evaluated
 
and
 
tracked
 
the
status
 
of
 
the
 
most
 
significant
control
 
issues
 
through
 
regular
reports
 
from
 
the
 
Chief
 
Controls
Officer,
 
including
 
updates
 
on
lessons
 
learned
 
and
progress
relating
 
to
 
remediation
 
areas,
as
 
well
 
as
 
priorities
 
looking
forward
 
to
 
sustain
 
and
strengthen
 
the
 
control
environment
 
focussed
 
on
 
reports
 
relating
 
to
individual
 
businesses
 
and
functions
 
on
 
the
 
control
aspects
 
of
 
key
 
matters
 
such
as
 
IBOR
 
transition
 
and
 
post-
Brexit
 
transition
 
period
 
control
preparedness,
 
operational
resilience
 
and
 
controls,
particularly
 
in
 
the
 
context
 
of
the
 
impact
 
of
 
the
 
COVID-19
pandemic,
 
cyber
 
security
 
and
data
 
management
 
controls
 
received
 
independent
evaluations
 
from
 
BIA
 
and
external
 
auditors.
The
 
Committee
 
has
 
focussed
 
on
the
 
ability
 
of
 
the
 
Group
 
to
maintain
 
strong
 
internal
 
controls
in
 
the
 
context
 
of
 
the
 
challenges
brought
 
about
 
by
 
the
 
COVID-19
pandemic,
 
the
 
huge
 
increase
 
in
number
 
of
 
staff
 
working
 
remotely
and
 
the
 
pressure
 
on
 
systems,
branch
 
facilities
 
and
 
customer
service
 
levels
 
generally.
 
Raising
 
concerns
The
 
adequacy
 
of
 
the
 
Group’s
arrangements
 
to
 
allow
employees
 
to
 
raise
 
concerns
 
in
confidence
 
and
 
anonymously
without
 
fear
 
of
 
retaliation;
 
and
 
the
outcomes
 
of
 
any
 
substantiated
cases.
The
 
Committee
 
has
 
received
reports
 
from
 
management
 
and
monitored
 
whistleblowing
 
metrics
and
 
retaliation
 
reports.
During
 
2020
 
the
 
Committee
received
 
reports,
 
including
 
a
year-end
 
annual
 
report,
 
on
whistleblowing
 
from
 
management
and
 
noted
 
that
 
the
 
whistleblowing
programme
 
continued
 
to
 
operate
satisfactorily
 
during
 
the
 
Covid-19
pandemic.
 
Internal
 
audit
The
 
performance
 
of
 
BIA
 
and
delivery
 
of
 
the
 
internal
 
audit
 
plan,
including
 
scope
 
of
 
work
performed,
 
the
 
level
 
of
 
resources,
and
 
the
 
methodology
 
and
coverage
 
of
 
the
 
internal
 
audit
plan.
The
 
Committee
 
has
 
during
 
the
year
 
monitored
 
BIA’s
implementation
 
of
 
the
 
first
 
year
of
 
its
 
three-year
 
internal
 
audit
plan
 
ending
 
December
 
2022
 
approved
 
the
 
establishment
 
of
the
 
Internal
 
Audit
 
Contingency
Plan,
 
in
 
response
 
to
 
the
The
 
Committee
 
received
 
BIA’s
annual
 
review
 
of
 
its
 
charter
 
and
reviewed
 
BIA’s
 
performance
report,
 
including
 
quality
assurance.
 
The
 
Committee
 
also
 
agreed
BIA’s
 
proposed
 
2021
 
Audit
 
Plan,
noting
 
the
 
related
 
methodology,
 
 
 
 
 
 
 
 
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
20
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
COVID-19
 
pandemic
 
reviewed
 
BIA’s
 
audit
 
reports
 
in
relation
 
to
 
specific
 
audits,
noting
 
that
 
any
 
planned
 
audits
cancelled
 
in
 
2020
 
owing
 
to
 
the
COVID-19
 
pandemic
 
would
 
be
rescheduled
 
for
 
2021,
 
as
appropriate
 
tracked
 
the
 
levels
 
of
 
adverse
audits
 
and
 
issues
 
raised
 
by
BIA
 
and
 
monitored
 
related
remediation
 
plans
 
discussed
 
BIA’s
 
assessment
of
 
the
 
management
 
control
approach
 
and
 
control
environment
 
in
 
the
 
Group
companies
 
and
 
functions.
deliverables
 
and
 
level
 
of
resources
 
to
 
be
 
allocated
 
in
respect
 
of
 
internal
 
audit
execution
 
and
 
delivery,
 
data
analytics,
 
people,
 
diversity
 
and
leadership
 
as
 
well
 
as
 
governance
and
 
management
 
information.
External
 
audit
The
 
work
 
and
 
performance
 
of
KPMG.
The
 
Committee:
 
met
 
with
 
key
 
members
 
of
 
the
KPMG
 
audit
 
team
 
to
 
discuss
the
 
2020
 
Audit
 
Plan
 
and
KPMG’s
 
areas
 
of
 
focus
 
assessed
 
regular
 
reports
 
from
KPMG
 
on
 
the
 
progress
 
of
 
the
2020
 
audit
 
and
 
any
 
material
accounting
 
and
 
control
 
issues
identified
 
discussed
 
KPMG’s
 
feedback
on
 
Barclays’
 
critical
 
accounting
estimates
 
and
 
judgements
 
discussed
 
KPMG’s
 
draft
 
report
on
 
certain
 
control
 
areas
 
and
the
 
control
 
environment
 
ahead
of
 
the
 
2020
 
year-end
 
considered
 
the
 
draft
 
SOx
control
 
report
 
and
 
the
 
draft
audit
 
opinion.
The
 
Committee
 
approved
 
the
2020
 
Audit
 
Plan
 
and
 
the
 
main
areas
 
of
 
focus
 
for
 
the
 
year.
Read
 
more
 
about
 
the
Committee’s
 
role
 
in
 
assessing
the
 
performance,
 
effectiveness
and
 
independence
 
of
 
the
 
external
auditor
 
on
 
the
 
next
 
page.
Directors’
 
report:
 
Board
 
Audit
 
Committee
 
report
21
 
Barclays
 
PLC
 
2020
 
Annual
 
Report
 
on
 
Form
 
20-F
External
 
auditor
Following
 
an
 
external
 
audit
 
tender
 
in
 
2015,
 
KPMG
 
was
 
appointed
 
as
 
Barclays’
 
Statutory
 
Auditor
 
with
 
effect
 
from
 
the
 
2017
 
financial
 
year.
 
Michelle
 
Hinchliffe
 
of
 
KPMG
 
is
 
Barclays’
 
lead
 
audit
 
engagement
 
partner
 
and
 
was
 
appointed
 
to
 
this
 
role
 
with
 
effect
 
from
 
the
 
2018
 
financial
 
year.
Assessing
 
external
 
auditor
 
effectiveness,
 
objectivity
 
and
 
independence
 
and
 
non-audit
 
services
The
 
Board
 
Audit
 
Committee
 
is
 
responsible
 
for
 
assessing
 
the
 
effectiveness,
 
objectivity
 
and
 
independence
 
of
 
the
 
Group’s
 
auditor,
 
KPMG.
 
This
responsibility
 
was
 
discharged
 
throughout
 
the
 
year
 
at
 
formal
 
Committee
 
meetings,
 
during
 
private
 
meetings
 
with
 
KPMG
 
and
 
through
 
discussions
with
 
key
 
Group
 
executives.
 
In
 
addition
 
to
 
the
 
matters
 
noted
 
above,
 
the
 
Committee
 
also:
 
approved
 
the
 
terms
 
of
 
the
 
audit
 
engagement
 
letter
 
and
 
associated
 
fees,
 
on
 
behalf
 
of
 
the
 
Board
 
discussed
 
and
 
agreed
 
revisions
 
to
 
the
 
Group
 
policy
 
on
 
the
Provision
 
of
 
Services
 
by
 
the
 
Group
 
Statutory
 
Auditor
 
and
 
regularly
 
analysed
 
reports
from
 
management
 
on
 
the
 
non-audit
 
services
 
provided
 
to
 
Barclays
 
evaluated
 
and
 
approved
 
revisions
 
to
 
the
 
Group
 
policy