Strategic Shareholder Climate and Risk Financial Financial Barclays PLC 217 report information sustainability report Governance review review statements Annual Report 2022 Remuneration report (continued) Remuneration policy – Non-Executive Directors Element and purpose Operation Maximum value Fees The Chair is paid an all-inclusive fee for all Board Fees are reviewed against those for Non- Reflect individual responsibilities. The Chair has a time commitment equivalent Executive Directors in banks and other responsibilities and companies of similar size and complexity. of up to 80% of a full-time role. The other Non-Executive membership of Board Directors receive a basic Board fee, with additional fees Other than in exceptional circumstances, Committees and are set payable where individuals take on additional roles or fees will not increase by more than 20% to attract Non-Executive responsibilities, including, but not limited to, serving as a above the current fee levels during this Directors who have member or Chair of a Committee of the Board or as a Senior policy period. relevant skills and Independent Director. Additional fees may be paid for new experience to oversee the Fees are periodically reviewed by the Board. Committees of the Board and / or where a implementation of our Non-Executive Directors may also receive fees where they Non-Executive Director takes on additional strategy serve as directors of subsidiary companies of Barclays PLC. In responsibilities and / or performs an Fees are set at a level the case of certain subsidiary appointments, such additional additional role, provided these are not which reflects the role, remuneration is approved by the Barclays PLC Board greater than fees payable for the existing responsibilities and time Remuneration Committee. roles on the Committees of the Board as commitment which are detailed in the Annual report on Directors' No variable pay is provided, enabling the Chair and Non- expected from the Chair remuneration. Executive Directors to maintain appropriate independence, and Non-Executive focus on long-term decision-making and constructively review Any increases to such additional fees over Directors and challenge the performance of the Executive Directors. the period of the policy will be made in accordance with the principles set out above for current fees. Benefits The Chair is provided with private medical cover subject to the terms of the Barclays’ scheme rules from To provide a competitive time to time, and is provided with the use of a Company vehicle and driver when required for business and cost effective purposes (including settlement of any tax liabilities that may arise from this benefit). benefits package Benefits which are minor in nature and in any event do not exceed a cost of £500 may be provided to Non- appropriate to the role Executive Directors. and location Non-Executive Directors are not eligible to join Barclays’ pension plans. Expenses The Chair and Non-Executive Directors are reimbursed for any reasonable and appropriate expenses incurred for business reasons. Any tax that arises on these reimbursed expenses is paid by Barclays. Bonus and share plans The Chair may be invited to participate in Sharesave, an HMRC employee tax advantaged share scheme, due to the level of their time commitment to the role. The Chair is not eligible to participate in any other Barclays’ cash, share or long-term incentive plans. All other Non-Executive Directors are not eligible to participate in Barclays’ cash, share or long-term incentive plans. Shareholding requirements An element of the basic fee before deduction of tax and other statutory deductions, equal to £100,000 for the Chair and £30,000 for each Non-Executive Director, is used to purchase Barclays’ shares which are retained on the Non-Executive Director’s behalf until they retire from the Board. Notice and termination Instead of service contracts, the Chair and the Non-Executive Directors each have a letter of appointment provisions that reflect their responsibilities and time commitments. Non-Executive Directors are entitled to notice under their letters of appointment but, other than in respect of the Chair, no compensation is due in the event of termination, other than standard payments for the period served up to the termination date. Each Director’s appointment is for an initial three-year term, renewable at Barclays’ discretion for a further term of three years thereafter and subject to annual re-election by shareholders. Non-Executive Directors appointed beyond six years will be at the discretion of the Board Nominations Committee. Notice period Chair: Six months from the Company, six months from the Chair. Termination payment policy The Chair’s appointment may be terminated by Barclays on six months’ notice or immediately in which case six months’ fees are payable in instalments at the times they would have been received had the appointment continued, but subject to mitigation if they were to obtain alternative employment. No continuing payments of fees (or benefits) are due if a Non-Executive Director is not re-elected by shareholders at the Barclays PLC AGM. In accordance with the policy table above, any new Chair would be chairing of any Board committees and for taking on additional paid an all-inclusive fee only and any new Non-Executive Director responsibilities and/ or performing an additional role, time would be paid a basic fee for their appointment as a Non- apportioned in the first year as necessary. No sign-on payments Executive Director, plus fees for their participation on and/or are offered to Non-Executive Directors.