Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 186 report information sustainability report Governance review review statements Annual Report 2022 Directors’ report: How we comply Reporting against the Code's principles and provisions As Barclays PLC is listed on the London Stock Exchange, the principles and provisions of the Code apply, a copy of which can be found at frc.org.uk. For the year ended 31 December 2022, and as at the date of this report, we are pleased to confirm that Barclays PLC has complied in full with the requirements of the Code. This section and our Board Governance Report sets out how we comply with the Code. By virtue of the information included in the Annual Report, we comply with the corporate governance statement requirements of the FCA’s Disclosure and Transparency Rules (DTRs). The information required to be disclosed pursuant to DTR 7.2.6 is located on pages 190 to 196. Information in relation to the Board Diversity Policy, as required to be disclosed pursuant to DTR 7.2.8A, can be found on pages 161 to 162. Barclays is permitted by NYSE rules to follow UK corporate governance practices instead of those applied in the US. Any significant variations must be explained in Barclays' Form 20-F filing, found at the Securities and Exchange Commission’s EDGAR database or on our website, home.barclays. Board Leadership Division of Remuneration and Company Purpose Responsibility Our Board governance is designed to The majority of the Board comprises The Remuneration report on pages 197 to deliver an effective and entrepreneurial Independent Non-Executive Directors. 245 outlines the purpose and activities of Board, which discharges its role effectively The Chair and Company Secretary work in the Board Remuneration Committee, the and efficiently. Details can be found on collaboration to ensure an effective and proposed remuneration policies for pages 149 to 153, including our Group- efficient Board, as further described in Our Executive and Non-Executive Directors, wide governance framework and the Governance Framework on page 153. and for the wider workforce, as well as the Board's responsibilities. Key Board Directors’ remuneration outcomes for The roles of Non-Executive and Executive Activities for 2022 are set out on pages 2022. Directors on the Board are defined within 154 to 156. the Barclays Charter of Expectations, along The remuneration policies and procedures The Board is fully supportive of The with the behaviours and competencies for support the strategy and enable us to Barclays Way, which sets out our Purpose, each role, as outlined on page 152. reward sustainable performance, which is a Values and Mindset, and is our Code of Directors are expected to commit key element of our Remuneration Conduct, providing a path for achieving a sufficient time to ensure they can Philosophy, in line with our Values, Mindset dynamic and positive culture in the Group. discharge their obligations to Barclays and risk expectations. Refer to page 256 for further detail. Our effectively, as detailed in our Board All Executive Director and senior Group Whistleblowing Standard enables Nominations Committee report on page management remuneration policies are colleagues to raise any matters of concern 164. developed in accordance with the Group's anonymously and is embedded into our The Board is responsible for setting the formal and transparent procedures business. Further information can be found strategy for the Group. The day-to-day (ensuring that no Director is involved in on page 257. management of the Group is delegated deciding their own remuneration outcome) Throughout 2022, we engaged with our from the Board to the Group Chief and are, where possible, aligned to wider stakeholders through a variety of means. Executive who is supported by his ExCo, workforce policies. Further detail about how we engage with the composition of which is outlined on Board Remuneration Committee our stakeholders is set out on pages 21 to page 148. members exercise independent 22. You can read more about how the judgement and discretion when Board engages with stakeholders in our determining remuneration outcomes, Section 172 statement in the Strategic considering the company and individual Report on page 16. performance, wider workforce and other relevant stakeholder considerations.