Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 194 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Other statutory and regulatory information (continued) Between 31 December 2022 and shares repurchased as part of the first and • accurately and fairly reflect transactions 13 February 2023 (the latest practicable second share buy-back programmes). and dispositions of assets date for inclusion in this report), the Distributable reserves • provide reasonable assurances that Company has not received any additional transactions are recorded as necessary As at 31 December 2022, the distributable notifications pursuant to Rule 5 of the to permit preparation of financial reserves of the Company were £21,701m DTRs. statements in accordance with UK- (2021: £20,750m). adopted international accounting Powers of Directors to issue and allot or Change of control standards and IFRS and that receipts buy back the Company’s shares There are no significant agreements to and expenditures are being made only in The powers of the Directors are which the Company is a party that take accordance with authorisations of determined by the Companies Act 2006 effect, alter or terminate on a change of management and the respective and the Company’s Articles. The Directors control of the Company following a Directors are authorised to issue and allot shares takeover bid. There are no agreements • provide reasonable assurance regarding and to buy back shares subject to, and on between the Company and its Directors or prevention or timely detection of the terms of, the annual shareholder employees providing for compensation for unauthorised acquisition, use or approval at the AGM. Such authorities loss of office or employment that occurs disposition of assets that could have a were granted by shareholders at the 2022 because of a takeover bid. material effect on the financial AGM. It will be proposed at the 2023 AGM Controls over financial reporting statements. that the Directors be granted new A framework of disclosure controls and authorities to issue and allot and buy back Internal control systems, no matter how procedures is in place to support the shares. well designed, have inherent limitations approval of the financial statements of the and may not prevent or detect Repurchase of shares Group. misstatements. Also, projections of any On 24 May 2022 and 17 August 2022 the evaluation of effectiveness to future Specific governance committees are Company commenced share buy-back periods are subject to the risk that internal responsible for examining the financial programmes to purchase its ordinary control over financial reporting may reports and disclosures to help ensure that shares of £0.25p each up a maximum become inadequate because of changes in they have been subject to adequate consideration of £1,000m and £500m, conditions or that the degree of verification and comply with applicable respectively. The first share buy-back compliance with the policies or procedures standards and legislation. programme concluded on 16 August 2022 may deteriorate. and the second share buy-back Where appropriate, these committees Management has assessed internal programme concluded on 3 October report their conclusions to the Board Audit control over financial reporting as at 31 2022. The Company repurchased for Committee, which debates such December 2022. In making its cancellation 625,019,884 ordinary shares conclusions and provides further assessment, management utilised the at a volume weighted average price of challenge. Finally, the Board scrutinises and criteria set out in the 2013 COSO 159.9949 pence per ordinary share during approves results announcements and the framework. Management has specifically the first buy-back programme and Annual Report to ensure that appropriate assessed the controls put in place to 306,326,717 ordinary shares at a volume disclosures have been made. This address the material weakness in internal weighted average price of 163.2241 pence governance process is designed to ensure control over financial reporting relating to per ordinary share during the second buy- that both management and the Board are the Over-issuance of Securities, as further back programme. The purpose of the buy- given sufficient opportunity to debate and discussed below. Management has back programmes was to reduce the challenge the financial statements of the concluded that, based on its assessment, Company’s number of outstanding Group and other significant disclosures internal control over financial reporting ordinary shares. before they are made public. was effective as at 31 December 2022. In aggregate, the Company purchased Management’s report on internal control over financial reporting The system of internal financial and 931,346,601 ordinary shares during 2022 operational controls is also subject to with an aggregate nominal value of Management is responsible for regulatory oversight in the UK and approximately £233m (this represented establishing and maintaining adequate overseas. Further information on approximately 5.9% of the Company's internal control over financial reporting supervision by financial services regulators issued share capital as at 31 December under the supervision of the principal is provided under Supervision and 2022) for an aggregate consideration of executive and financial officers, to provide Regulation in the Risk review section on £1,500m excluding taxes and expenses. reasonable assurance regarding the pages 370 to 377. All of the repurchased ordinary shares reliability of financial reporting and the have been cancelled. preparation of financial statements, in Identification and remediation of a accordance with (a) UK-adopted material weakness No further shares have been repurchased international accounting standards; and (b) since the completion of the second share A material weakness is a deficiency, or a International Financial Reporting buy-back programme on 3 October 2022. combination of deficiencies, in internal Standards (IFRS) as issued by the The maximum number of ordinary shares control over financial reporting such that International Accounting Standards Board which could be repurchased by the there is a reasonable possibility that a (IASB), including interpretations issued by Company as part of any share buy-back material misstatement of the Company’s the IFRS Interpretations Committee. under the authority for on-market share annual or interim financial statements will buy-backs granted at the 2022 AGM is not be prevented or detected on a timely Internal control over financial reporting 744,815,359 ordinary shares (being basis. includes policies and procedures that 1,676,161,960 less the 931,346,601 pertain to the maintenance of records that, in reasonable detail: