Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 201 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report (continued) Reduction in Executive Director bonus The Committee carefully considered the The Board reviewed the other Non- for 2021 and 2019-2021 LTIP vesting Executive Directors’ fees during 2022 and performance measures for the Executive in December approved (with the impacted Directors' 2023 annual bonus and the The Over-issuance of Securities resulted Non-Executive Directors having recused 2023-2025 LTIP. Our conclusion was that in the restatement of the 2021 financial themselves from discussion) an increase in the measures that we adopted last year statements, as well as adversely impacting those fees of 5% with effect from continue to represent the most relevant 2022 performance. Consequently, we 1 January 2023. This is equivalent to 1.6% building blocks towards our key longer- revisited the 2021 annual bonus outcomes per annum compounded over the period term financial and non-financial goals. The for Venkat and Tushar, and the 2019-2021 since any of these fees were last Committee will continue to review the LTIP outcome for Tushar. The Committee increased, with effect from 1 January measures and weightings for the Executive reduced the outcomes of the financial 2020. There have been no other increases Directors' incentives to ensure that they measures to reflect that restatement, and in those fees during the three-year term of appropriately support the delivery of our the outstanding deferred elements of the current DRP. strategy. those annual bonus and LTIP awards will be Risk and control impacts on reduced accordingly. Venkat and Tushar Shareholder alignment remuneration were both supportive of this. Of the total variable pay awards (annual We have considered the significant impact No changes were made to any in-flight bonus plus LTIP) to be granted to Venkat on the Group of risk and control issues LTIP awards and the performance and Anna, 97% and 96% respectively will during 2022 throughout our remuneration measures and targets for those awards be in shares that must be retained for a decision-making this year, including the have not been altered. The Committee will period of between one and eight years financial impact, the reputational impacts determine the vesting of those awards in from grant, aligning the Executive and how these events reflect on our due course, following the end of the Directors' interests more closely to the control environment. relevant performance period. shareholder experience. Both Venkat and Principally, our consideration has been Anna already have significant The Executive Directors' pay in 2023 focused on the incentive pool for 2022. shareholdings and will continue building In February 2023, the Committee reviewed Our incentive funding incorporates a these over the coming years towards the the level of Fixed Pay for Venkat and Anna, significant reduction to reflect the impact level stipulated under the personal in the same way and at the same time as of risk and control issues, as referenced shareholding requirements. fixed pay was reviewed for the wider above. The Over-issuance of Securities in workforce. The maximum total Group Chair and Non-Executive the US was a key factor in determining compensation opportunity for each is Director fees these remuneration impacts and accounts driven by their level of Fixed Pay, and for for the majority of the incentive pool The Committee reviews the Group Chair's both is materially behind market when reduction. The monetary penalties fee from time to time and the current DRP compared to the equivalent total imposed by the SEC and CFTC for the use allows for fee increases of up to 20% compensation opportunity for comparable of unauthorised business communications during the three-year term of the policy. In roles in our international banking peer channels were also taken into account. practice, the Group Chair's fee has group. remained at the same level since 2015. In Incentive pool Reduction The Committee considered this relative February 2023, the Committee considered 2022 incentive pool reduction c.£500m market positioning, in the context of the the fee in the context of the chair fees paid strong performance and significant across our international banking peer This reduction was c.£500m, which had an personal contribution made by each of the group, with a particular focus on the UK impact across the whole of Barclays but Executive Directors, and their continued banks, given the regional differences in was more focused in the areas of the development in their respective roles. both the role and pay for non-executive Group closest to where the incidents directors including chairs. The Committee The Committee increased Fixed Pay by occurred, resulting in larger year-on-year approved an increase in the Group Chair's 3.4% for Venkat and 4.3% for Anna, in line reductions in those areas. fee of 5%, from £800,000 to £840,000, with the current DRP, resulting in Fixed Pay The Committee ensured that certain effective 1 January 2023, equivalent to of £2,875,000 and £1,800,000 respectively individuals who identified and escalated the 1.6% per annum compounded over the from 1 March 2023. This percentage over-issuance or who were most central to three-year life of the current DRP. Of this, increase is significantly lower than the its remediation have been specifically £100,000 each year will continue to be average increase across the wider recognised and rewarded, reinforcing the used to purchase Barclays shares that are workforce, including the 11% and 6.75% culture that colleagues should speak out, retained on the Group Chair's behalf until spend on salary increases that were raise issues and work collaboratively to he retires from the Board. No other agreed as part of the 2023 UK pay deal. resolve those issues. On the other hand, changes to the Group Chair's Even after these Fixed Pay increases, the our review of individuals who may be remuneration arrangements or benefits total compensation opportunity for each considered responsible or otherwise were made. Executive Director remains well behind the accountable for the over-issuance is equivalent opportunity across our progressing. Once concluded, appropriate international banking peer group. action will be taken including negative adjustment to variable remuneration where applicable. As that review is ongoing, unvested variable remuneration of relevant persons will be suspended as required to allow the review to run its course.