Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 195 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: Other statutory and regulatory information (continued) In March 2022, the Company’s Changes in internal control over financial In preparing each of the Group and reporting management became aware that BBPLC company financial statements, the Directors are required to: had issued securities materially in excess As noted above, management has of the amount BBPLC had registered with strengthened and effectively operated • assess the Group and company’s ability the SEC under its 2019 US shelf controls to remediate the material to continue as a going concern, registration statement and subsequently weakness in respect of the Over-issuance disclosing, as applicable, matters related became aware that securities had also of Securities which was identified in March to going concern been issued in excess of the set amount 2022. These remediation efforts represent • use the going concern basis of under the predecessor US shelf a significant improvement to the accounting unless they either intend to registration statement. A proportion of the Company’s internal control environment. liquidate the Group or the Parent costs associated with the impact of the There have been no other changes to company or to cease operations, or Over-issuance of Securities was highlight during the period covered by this have no realistic alternative but to do so. attributable to the Company’s financial report, which have materially affected or Preparation of accounts statements for the year ended 31 are reasonably likely to materially affect the December 2021. Accordingly, in the UK, The Directors are required by the Group’s internal control over financial the Company has restated the prior period Companies Act 2006 to prepare Group reporting. comparatives in this 2022 Annual Report and Company accounts for each financial Disclosure of information to the auditor and Accounts to reflect the impact of the year and, with regard to Group accounts, in Each Director confirms that, so far as he/ Over-issuance of Securities. In the US, the accordance with UK-adopted international she is aware, there is no relevant audit Company amended its annual report on accounting standards. The Directors have information of which our auditor is Form 20-F for the year ended 31 prepared these accounts in accordance unaware and that each of the Directors December 2021 to include restated with (a) UK-adopted international has taken all the steps that he/she ought financial statements to reflect the impact accounting standards; and (b) IFRS as to have taken as a Director to make of the Over-issuance of Securities. issued by the IASB, including himself/herself aware of any relevant audit interpretations issued by the IFRS The fact that the Over-issuance of information and to establish that our Interpretations Committee. Pursuant to Securities occurred and was not auditor is aware of that information. This the Companies Act 2006, the Directors immediately identified highlighted a confirmation is given pursuant to Section must not approve the accounts unless weakness in controls over the 418 of the Companies Act 2006 and they are satisfied that they give a true and identification of external regulatory limits should be interpreted in accordance with, fair view of the state of affairs of the Group related to securities issuance and and subject to, those provisions. and the Company and of their profit or loss monitoring against these limits that for that period. Directors’ responsibilities constituted a material weakness in internal control over financial reporting under The Directors consider that, in preparing The following statement, which should be “COSO Principle 9: Identifies and Analyses the financial statements, the Group and read in conjunction with the Auditor’s Significant Change - The organisation the Company have used appropriate report set out on pages 399 to 415, is identifies and assesses changes that could accounting policies, supported by made with a view to distinguishing for significantly impact the system of internal reasonable judgements and estimates, shareholders the respective control”. and that all accounting standards which responsibilities of the Directors and of the they consider to be applicable have been auditor in relation to the accounts. Since the identification of this material followed. weakness, management has strengthened Going concern the internal controls relating to the The Directors are satisfied that the Annual The Group’s business activities and factors tracking of issuance programme limits Report and financial statements, taken as a likely to affect its future development and through the implementation and whole, are fair, balanced and performance are disclosed in the Strategic strengthening of a series of controls understandable, and provide the report and Risk Review sections of this across the Group, together with central information necessary for shareholders to report. The financial performance is governance, with key actions being: assess the Group and Company’s position disclosed within the Financial Review with and performance, business model and funding, liquidity and capital details • development of a Group Issuance strategy. contained within the Risk Performance Standard, which includes minimum section. The Group’s objectives and control requirements The Directors are responsible for such policies in managing the financial risks to internal controls as they determine are • documentation of, and agreement on, which it is exposed are discussed in the necessary to enable the preparation of roles and responsibilities Risk Management section. financial statements that are free from • implementation of a Group Issuance material misstatement, whether due to The Directors considered it appropriate to Oversight Committee, with senior fraud or error. prepare the financial statements on a management representation, to going concern basis. Directors’ responsibility statement monitor issuance activity against agreed The Directors have responsibility for limits. ensuring that the Company and the Group The strengthened controls over financial keep accounting records which disclose reporting have operated for a sufficient with reasonable accuracy the financial period of time and management has position of the Company and the Group concluded, through testing, that these and which enable them to ensure that the controls are operating effectively. accounts comply with the Companies Act 2006.