Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 214 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report (continued) Element and purpose Operation Fixed Pay In line with policy Pension In line with policy Benefits In line with policy Annual bonus and LTIP In line with policy for the Group Chief Executive and Group Finance Director. If any new Executive Director award role is appointed to the Board, the Committee will consider the appropriate maximum annual bonus and maximum LTIP opportunities for the role, as a multiple of Fixed Pay. Neither of these will exceed the parameters of the policy for the Group Chief Executive. Buy-out The Committee can consider buying out forfeited bonus opportunity and/ or incentive awards that the new Executive Director has forfeited as a result of accepting the appointment with Barclays, subject to proof of forfeiture where applicable. The Committee will take reasonable steps to ensure that any award made to compensate for forfeited remuneration from the new Executive Director’s previous employment is not more generous than, and mirrors as far as possible the expected value, timing and form of delivery of, the terms of the forfeited remuneration, and ensure the award is in the long-term best interests of Barclays. Barclays’ deferral policy shall however apply as a minimum to any buy-out of annual bonus opportunity. The value of any buy-out is not included within the maximum incentive levels above since it relates to a buy- out of forfeited bonus opportunity or incentive awards from a previous employer. Where a senior executive is promoted to the Board, his or her existing contractual commitments agreed prior to his or her appointment will still be honoured in accordance with the terms of the relevant commitment, including vesting of any pre-existing deferred bonus or long-term incentive awards, even where it is not consistent with the Directors’ remuneration policy that is in place at the time it is fulfilled. Prior to his appointment to the Board. Executive Directors’ policy on payment for loss of office (including following a takeover) The Committee’s approach to payments in the event of termination is to take account of the individual circumstances including the reason for termination, individual performance, contractual obligations and the terms of the deferred bonus plans and LTIPs in which the Executive Director participates. Standard provision Commentary Notice period in Executive Notice from the Company and from the Executive Director will normally be 6 months. Directors' service Executive Directors may be required to work during the notice period or may be placed on garden leave or, if contracts not required to work the full notice period, may be provided with pay in lieu of notice. For C.S. Venkatakrishnan, the contractual notice period is 12 months’ notice from the Company and six months’ notice from the Executive Director, as his existing notice period prior to his appointment to the Board was honoured when he was promoted to the Board. For Anna Cross, the contractual notice period is six months’ notice from the Company and six months’ notice from the Executive Director (she did not have any pre-existing contractual commitment to a longer period). Pay during notice period or Fixed Pay delivered in cash and pension allowance will continue to be paid monthly, and other contractual payment in lieu of notice benefits provided, through the notice period. Fixed Pay delivered in shares will also continue to be delivered per service contracts quarterly for the notice period and the final quarterly award will be pro-rated for the number of days from the start of the relevant quarter to the termination date. Where Barclays elects to terminate employment with immediate effect by making a payment in lieu of notice, the Executive Director will receive Fixed Pay delivered in cash as a lump sum or in instalments but will not receive any Fixed Pay shares that would otherwise have been payable during the period for which the payment in lieu is made (unless required otherwise by regulations or local law). Any payments whether in instalments or as a lump sum may be subject to mitigation as relevant. In the event of termination for gross misconduct neither notice nor payment in lieu of notice is given. Eligibility for annual bonus There is no automatic entitlement to be granted a bonus or LTIP award for the year of termination, but and LTIP awards eligibility for either or both may be considered at the Committee’s discretion, pro-rated for service, and subject to performance measures being met. No annual bonus or LTIP award would be granted in the case of gross misconduct or resignation.
Barclays PLC - Annual Report - 2022 Page 215 Page 217