Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 17 report information sustainability report Governance review review statements Annual Report 2022 Section 172(1) statement (continued) Due to an SEC settlement order in 2017, at the time the 2019 F-3 was filed and the Predecessor Shelf was amended, BBPLC had ceased to be a 'well known seasoned issuer' (or WKSI) and was required to register upfront a The Board has supported fixed amount of securities with the SEC . The Board’s response to the When management became aware of the the creation of a Group-wide Over-issuance Over-issuance of Securities, the matter was of Securities escalated to senior management and to the by BBPLC Board, and Barclays’ regulators in the US and the programme, seeking to identify UK were notified. As part of its response, the Board considered both the immediate impact of issues and lessons learned. the Over-issuance of Securities, and the underlying causes of this issue. The securities issued in excess of the registered The Board has worked alongside management amounts were considered to be ‘unregistered The Over-issuance of Securities also underlined this year to assess and respond to the Over- Among the principal causes of the Over- securities’ for the purposes of US securities law to the Board the need to continue to focus on issuance of Securities. issuance of Securities were, first, the failure to and certain offers and sales of these securities embedding Barclays' Values and Mindset at all identify and escalate to senior executives the The Group operates a structured products were not made in compliance with the US levels of the organisation to achieve operational consequences of the loss of WKSI status and, business in BBPLC, through which it issues Securities Act of 1933, which requires that and controls excellence. secondly, a decentralised ownership structure structured notes and exchange traded notes to offers and sales of securities be registered Further, the Board has supported the creation for securities issuances. customers in the US and elsewhere. In March unless there is an exemption from registration. of a Group-wide programme, established by the The Review further concluded that the 2022, management became aware that BBPLC This gave rise to rights of rescission for certain Group Chief Executive. This programme will occurrence of the Over-issuance of Securities had issued securities materially in excess of the purchasers of relevant securities under US seek to identify issues and lessons learned was not the result of a general lack of attention amount registered under BBPLC's shelf securities laws. As a result, BBPLC elected to across the Group's remediation initiatives to to controls by Barclays, and that Barclays’ registration statement on Form F-3, as declared conduct a rescission offer, as approved by the help ensure that Barclays is consistently management has consistently emphasised the effective by the SEC in August 2019 (2019 F-3). Board, to eligible purchasers of relevant excellent, in customer and client service, in importance of maintaining effective controls. Subsequently, management also became aware securities. operational capability and in financial The Board has worked to address the root of issuances in excess of the amount registered performance, with all activities underpinned by a cause and impacts of the Over-issuance of Barclays also commissioned a review led by under BBPLC's prior shelf registration strong risk management culture. Securities, including through the Review, and external counsel of the facts and circumstances statement (the Predecessor Shelf). deeply regrets its occurrence. relating to the Over-issuance of Securities and, Read more about the work of the Board and its + among other matters, the control environment Committees in Part 3 of the Annual Report Page 141 related to such issuances (the Review). The Find details of the impact of the Over-issuance Board then considered carefully the outcome of of Securities on remuneration in Part 3 of the Annual Report the Review which concluded that the Over- Page 197 issuance of Securities occurred because Read our Shareholder Q&A on the Over-issuance of Securities in Part 3 of the Annual Report Barclays did not put in place a mechanism to Page 188 track issuances after BBPLC became subject to a limit on such issuances, as a result of losing WKSI status.