UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F

(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-09246
BARCLAYS PLC
(Exact Name of Registrant as Specified in its Charter)
ENGLAND
(Jurisdiction of Incorporation or Organization)
1 CHURCHILL PLACE, LONDON E14 5HP, ENGLAND
(Address of Principal Executive Offices)
GARTH WRIGHT, +44 (0)20 7116 3170, GARTH.WRIGHT@BARCLAYS.COM
1 CHURCHILL PLACE, LONDON E14 5HP, ENGLAND
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| :--- | :--- | :--- |
| 25p ordinary shares* | Not applicable* | New York Stock Exchange* |
| American Depositary Shares, each representing four 25p ordinary shares | BCS | New York Stock Exchange |
| 4.338% Fixed-to-Floating Rate Senior Notes due 2024 | BCS24A | New York Stock Exchange |
| Floating Rate Senior Notes due 2024 | BCS24B | New York Stock Exchange |
| 4.972% Fixed-to-Floating Rate Senior Notes due 2029 | BCS29 | New York Stock Exchange |
| 4.610% Fixed-to-Floating Rate Senior Notes due 2023 | BCS23B | New York Stock Exchange |
| Floating Rate Senior Notes due 2023 | BCS23C | New York Stock Exchange |
| 4.375% Fixed Rate Subordinated Notes due 2024 | BCS24 | New York Stock Exchange |
| 3.65% Fixed Rate Senior Notes due 2025 | BCS25 | New York Stock Exchange |
| 2.875% Fixed Rate Senior Notes due 2020 | BCS20B | New York Stock Exchange |
| 5.25% Fixed Rate Senior Notes due 2045 | BCS45 | New York Stock Exchange |
| 3.25% Fixed Rate Senior Notes due 2021 | BCS21B | New York Stock Exchange |
| 4.375% Fixed Rate Senior Notes due 2026 | BCS26 | New York Stock Exchange |
| 5.20% Fixed Rate Subordinated Notes due 2026 | BCS26A | New York Stock Exchange |
| 3.20% Fixed Rate Senior Notes due 2021 | BCS21 | New York Stock Exchange |
| Floating Rate Senior Notes due 2021 | BCS21A | New York Stock Exchange |
| Floating Rate Senior Notes due 2023 | BCS23 | New York Stock Exchange |
| 3.684% Fixed Rate Senior Notes due 2023 | BCS23A | New York Stock Exchange |
| 4.337% Fixed Rate Senior Notes due 2028 | BCS28 | New York Stock Exchange |
| 4.950% Fixed Rate Senior Notes due 2047 | BCS47 | New York Stock Exchange |
| 4.836% Fixed Rate Subordinated Callable Notes due 2028 | BCS28A | New York Stock Exchange |
| 3.250% Fixed Rate Senior Notes due 2033 | BCS33 | New York Stock Exchange |
| 3.932% Fixed-to-Floating Rate Senior Notes due 2025 | BCS25A | New York Stock Exchange |
| 5.088% Fixed-to-Floating Rate Subordinated Notes due 2030 | BCS30 | New York Stock Exchange |

* Not for trading, but in connection with the registration of American Depository Shares, pursuant to the requirements to the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
25p ordinary shares: 17,322,057,836

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer [X] Accelerated Filer [ ] Non-Accelerated Filer [ ] Emerging growth company [ ]

*Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP [ ]
International Financial Reporting Standards as issued by the International Accounting Standards Board [X]
Other [ ]

# Notes

The terms Barclays or Group refer to Barclays PLC together with its subsidiaries. Unless otherwise stated, the income statement analysis compares the year ended 31 December 2019 to the corresponding twelve months of 2018 and balance sheet analysis as at 31 December 2019 with comparatives relating to 31 December 2018. The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of Pounds Sterling respectively; the abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of US Dollars respectively; and the abbreviations ‘€m’ and ‘€bn’ represent millions and thousands of millions of Euros respectively.

## Non-IFRS performance measures

Barclays management believes that the non-IFRS performance measures included in this document provide valuable information to the readers of the financial statements as they enable the reader to identify a more consistent basis for comparing the businesses’ performance between financial periods and provide more detail concerning the elements of performance which the managers of these businesses are most directly able to influence or are relevant for an assessment of the Group. They also reflect an important aspect of the way in which operating targets are defined and performance is monitored by Barclays management. However, any non-IFRS performance measures in this document are not a substitute for IFRS measures and readers should consider the IFRS measures as well. Refer to the appendix on pages 193 to 199 for further information and calculations of non-IFRS performance measures included throughout this document, and the most directly comparable IFRS measures.

Key non-IFRS measures included in this document, and the most directly comparable IFRS measures, are:
- Attributable profit excluding litigation and conduct: The comparable IFRS measure is attributable profit.
- Average allocated equity: The comparable IFRS measure is average equity.
- Average allocated tangible equity: The comparable IFRS measure is average equity.
- Average tangible shareholders’ equity: The comparable IFRS measure is average equity.
- Basic earnings per share excluding litigation and conduct: The comparable IFRS measure is basic earnings per share.
- Cost: income ratio excluding litigation and conduct: The comparable IFRS measure is cost: income ratio.
- Operating expenses excluding litigation and conduct: The comparable IFRS measure is operating expenses.
- Operating expenses excluding litigation and conduct, and a Guaranteed Minimum Payments (GMP) charge of £140m for 2018: The comparable IFRS measure is operating expenses.
- Profit before tax excluding litigation and conduct: The comparable IFRS measure is profit before tax.
- Return on average allocated equity: The comparable IFRS measure is return on equity.
- Return on average allocated tangible equity: The comparable IFRS measure is return on equity.
- Return on average allocated tangible equity excluding litigation and conduct: The comparable IFRS measure is return on equity.
- Return on average tangible shareholders’ equity: The comparable IFRS measure is return on equity.
- Tangible net asset value per share: Calculated by dividing shareholders’ equity, excluding non-controlling interests and other equity instruments, less goodwill and intangible assets, by the number of issued ordinary shares.

## Forward-looking statements

This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended, with respect to the Group. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as ‘may’, ‘will’, ‘seek’, ‘continue’, ‘aim’, ‘anticipate’, ‘target’, ‘projected’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘achieve’ or other words of similar meaning. Forward-looking statements can be made in writing but also may be made verbally by members of the management of the Group (including, without limitation, during management presentations to financial analysts) in connection with this document.

Examples of forward-looking statements include, among others, statements or guidance regarding or relating to the Group’s future financial position, income growth, assets, impairment charges, provisions, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend payout ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or savings, any commitments and targets, estimates of capital expenditures, plans and objectives for future operations, projected employee numbers, IFRS impacts and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. The forward-looking statements speak only as at the date on which they are made and such statements may be affected by changes in legislation, the development of standards and interpretations under IFRS, including evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of current and future legal proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the following may have an effect: capital, leverage and other regulatory rules applicable to past, current and future periods; UK, US, Eurozone and global macroeconomic and business conditions; the effects of any volatility in credit markets; market related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entity within the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; instability as a result of the exit by the UK from the European Union and the disruption that may subsequently result in the UK and globally; and the success of future acquisitions, disposals and other strategic transactions.

A number of these influences and factors are beyond the Group’s control. As a result, the Group’s actual financial position, future results, dividend payments, capital, leverage or other regulatory ratios or other financial and non-financial metrics or performance measures may differ materially from the statements or guidance set forth in the Group’s forward-looking statements.

Subject to our obligations under the applicable laws and regulations of any relevant jurisdiction, (including, without limitation, the UK and the US), in relation to disclosure and ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

## Market and other data

This document contains information, including statistical data, about certain Barclays markets and its competitive position. Except as otherwise indicated, this information is taken or derived from Datastream and other external sources. Barclays cannot guarantee the accuracy of information taken from external sources, or that, in respect of internal estimates, a third party using different methods would obtain the same estimates as Barclays.

## Uses of Internet addresses

This document contains inactive textual addresses to internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this document.

## References to Strategic Report and Pillar 3 Report

This document contains references throughout to the Barclays PLC Strategic Report and Pillar 3 Report. References to the aforementioned reports are made for information purposes only, and information found in said reports is not incorporated by reference into this document.

# Contents

## What’s inside this report

- Governance: Governance contents (page 2), Directors’ report (page 9), Remuneration report (page 44), Colleagues (page 83)
- Risk review: Risk review contents (page 87), Risk management (page 90), Material existing and emerging risks (page 92), Principal Risk management (page 102), Risk performance (page 108), Supervision and regulation (page 171)
- Financial review: Financial review contents (page 178), Key performance indicators (page 179), Consolidated summary income statement (page 181), Income statement commentary (page 182), Consolidated summary balance sheet (page 183), Balance sheet commentary (page 184), Analysis of results by business (page 185), Non-IFRS performance measures (page 193)
- Financial statements: Financial statements contents (page 200), Consolidated financial statements (page 205), Notes to the financial statements (page 214)
- Shareholder information: Key dates, Annual General Meeting, Dividends, and useful information (page 299)

# OUR GOVERNANCE

## Contents

Welcome to our Governance report. This report explains who we are, at Board and Executive Committee (“ExCo”) level how our governance framework operates, and our key areas of focus in 2019.

Our primary aim is that our governance:
Is effective in providing challenge, advice and support to management; Provides checks and balances and encourages constructive challenge; Drives informed, collaborative and accountable decision-making; and Creates long-term sustainable value for our shareholders, having regard to our other stakeholders.

We are in a new regime for 2019, with the revised 2018 UK Corporate Governance Code (the “Code”) and the Companies (Miscellaneous Reporting) Regulations 2018 (the “Regulations”) now in force, and our Governance Report reflects these requirements.

To view our specific compliance as against the Code, please see pages 33 to 38.

Certain additional information, signposted throughout this report, will be available at barclays.com/ourgovernance.

| Directors’ Report | Page |
| :--- | :--- |
| Board of Directors: a year of renewal | 3 |
| Executive Committee: strategically enhanced and strengthened | 6 |
| Striving for simplicity and effectiveness | 7 |
| Our key areas of focus in 2019 | 9 |
| Key priorities | 10 |
| Board Audit Committee report | 11 |
| Board Nominations Committee report | 20 |
| Board Risk Committee report | 25 |
| How we comply | 33 |
| Other statutory information | 39 |
| Remuneration Report | 44 |

# DIRECTORS’ REPORT
## Board of Directors: a year of renewal

2019 has been a year of renewal for the Board: a new Chairman, two significant Non-Executive Director appointments (with a further Non-Executive Director appointed with effect from February 2020) and a smaller Board. We believe that a Board with the right balance of skills, experience and diversity is critical to the sustainable delivery of value to our shareholders and we are confident that the changes to the composition of the Board will help us to achieve this.

This has also been a year of significant change to the ExCo. We have strengthened the ExCo, enhancing engagement and oversight and driving greater accountability for key business areas. We have achieved this by appointing to the ExCo the heads of our Corporate Bank, our Markets business, our Banking business, and the new Global Head of Consumer Banking and Payments.

**Nigel Higgins**, Group Chairman
Appointed: 2 May 2019

*Relevant skills and experience:*
Nigel is the Group Chairman. He is also Chairman of Barclays Bank PLC. Nigel has extensive experience in, and understanding of, banking and financial services, gained through a 36-year career at Rothschild & Co. where he was most recently Deputy Chairman. Prior to that he was Chairman of the Group Executive Committee and Managing Partner of Rothschild & Co. He is a seasoned business leader with a strong track record in leading and chairing a range of organisations and in acting as a strategic adviser to multiple major international corporations and governments. The breadth of Nigel’s knowledge and operational experience with international banking groups, building teams and culture, and growing businesses are all hugely beneficial to Barclays, and enables Nigel to contribute to the strategic direction and long-term sustainable success of Barclays.

*Key current appointments:*
Chairman, Sadler’s Wells; Non-Executive Director, Tetra Laval Group

*Committee membership:*
Board Nominations Committee (Chair)

**Jes Staley**, Group Chief Executive
Appointed: 1 December 2015

*Relevant skills and experience:*
Jes has nearly four decades of extensive experience in banking and financial services. He brings a wealth of investment banking knowledge to the Board as well as strong executive leadership, and this contribution is reflected in Barclays strategy and long-term sustainable success of the business. He previously worked for more than 30 years at JP Morgan where he initially trained as a commercial banker, later advancing to the leadership of major businesses involving equities, private banking and asset management, and ultimately heading JP Morgan’s Global Investment Bank.

*Key current appointments:*
Board Member, Bank Policy Institute; Board Member, Institute of International Finance

*Committee membership:*
None

**Crawford Gillies**, Senior Independent Director
Appointed: 1 May 2014

*Relevant skills and experience:*
Crawford has extensive business and management experience at executive and board level spanning over 30 years. Beneficial to the Board and to Barclays’ strategy and long-term sustainable success is his key understanding of stakeholder needs and his experience in international and cross-sector organisations, strong leadership and strategic decision-making. Crawford brings to the Board robust remuneration experience gained from his former remuneration committee chairmanships at Standard Life plc and other current positions.

*Key current appointments:*
Non-Executive Director, SSE plc; Chairman, Edrington Group

*Committee membership:*
Board Audit Committee, Board Nominations Committee, Board Remuneration Committee (Chair)

**Mike Ashley**, Non-Executive
Appointed: 18 September 2013

*Relevant skills and experience:*
Mike has deep knowledge of accounting, auditing and associated regulatory issues, having previously worked at KPMG for over 20 years. Mike’s former roles include acting as the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England, as Head of Quality and Risk Management for KPMG Europe LLP and as KPMG UK’s Ethics Partner. The Board benefits from his extensive experience in accounting, auditing and financial reporting and therefore Mike continues to contribute to the long-term sustainable success of the business.

*Key current appointments:*
Member, Cabinet Office Board; Member, International Ethics Standards Board for Accountants; Member, ICAEW Ethics Standards Committee; Member, Charity Commission

*Committee membership:*
Board Audit Committee (Chair), Board Nominations Committee, Board Risk Committee

Full Director biographies can be found on pages 313 to 315.

# DIRECTORS’ REPORT
## Board of Directors: a year of renewal

**Tim Breedon CBE**, Non-Executive
Appointed: 1 November 2012

*Relevant skills and experience:*
Tim’s continued contribution to Barclays’ strategy and long-term sustainable success comes from his extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of key investor issues. He had a distinguished career with Legal & General, where, among other roles, he was the Group CEO until June 2012, and this experience enables Tim to provide challenge, advice and support to management on business performance and decision-making.

*Key current appointments:*
Chairman, Apax Global Alpha Limited

*Committee membership:*
Board Audit Committee, Board Nominations Committee, Board Remuneration Committee, Board Risk Committee (Chair)

**Sir Ian Cheshire**, Non-Executive
Appointed: 3 April 2017

*Relevant skills and experience:*
Sir Ian is a member of the Board and is also Chair of Barclays Bank UK PLC. He contributes to the Board substantial business experience particularly in the international retail sector from his lengthy executive career at the Kingfisher Group, as well as experience in sustainability and environmental matters which are important to the Group’s strategy and long-term sustainable success. Sir Ian holds strong credentials in leadership, is involved with many charitable organisations, such as The Prince of Wales’s Charitable Foundation, and is highly regarded by the Government for his work with various Government departments.

*Key current appointments:*
Chairman, Maisons du Monde; Chairman, Menhaden plc; Lead Non-Executive Director for the Government; Trustee, Institute for Government

*Committee membership:*
Board Nominations Committee

**Mary Anne Citrino**, Non-Executive
Appointed: 25 July 2018

*Relevant skills and experience:*
Mary Anne is an experienced Non-Executive Director with considerable financial services and investment banking experience, following an executive career spanning over 20 years with Morgan Stanley. This enables her to contribute to the effectiveness of Barclays’ operations, strategy and long-term sustainable success of the business. Her current other Non-Executive positions and Senior Advisory role with Blackstone, coupled with her previous board and senior management level positions (with Dollar Tree Inc., Health Net, Inc., and Blackstone Advisory Partners), contribute to the wide-ranging global, strategic and advisory experience she can provide to the Board.

*Key current appointments:*
Non-Executive Director, HP Inc.; Non-Executive Director, Ahold Delhaize N.V.; Non-Executive Director, Alcoa Corporation; Senior Advisor, The Blackstone Group L.P.

*Committee membership:*
Board Risk Committee

**Mohamed A. El-Erian**, Non-Executive
Appointed: 1 January 2020

*Relevant skills and experience:*
Mohamed is a highly respected economist and investor, with considerable experience in the asset management industry and multilateral institutions. He is chief economic advisor at Allianz SE, the corporate parent of PIMCO (Pacific Investment Management Company LLC) where he formerly served as Chief Executive and Co-Chief Investment Officer. As well as serving on several advisory committees and boards, Mohamed is a regular columnist for Bloomberg Opinion and a contributing editor at the Financial Times. He has also published widely on international economic and financial topics. He spent 15 years at the IMF where he served as Deputy Director before moving to the private sector and financial services. Mohamed’s acute knowledge and understanding of international economics and the financial services sector strengthens the Board’s capacity for overseeing the strategic direction and development of the Group. Mohamed’s knowledge and experience enables him to contribute to the long-term sustainable success and strategy of the business.

*Key current appointments:*
Board Member (Non-Executive), Under Armour Inc.; Chief Economic Advisor, Allianz SE; Senior Advisor, Gramercy Funds Management; Senior Advisor, Investcorp Bank BSC

*Committee membership:*
None

**Dawn Fitzpatrick**, Non-Executive
Appointed: 25 September 2019

*Relevant skills and experience:*
Dawn is a highly experienced financial executive who holds the role of Chief Investment Officer at Soros Fund Management LLC. Her previous experience includes 25 years with UBS and its predecessor organisations, most recently as Head of Investments for UBS Asset Management. Her knowledge of the businesses and markets in which the Group operates further strengthens the depth and range of relevant sector skills and experience across the Board. This enables Dawn to challenge and contribute effectively to the Group’s operations and the long-term sustainable success of the business.

*Key current appointments:*
Chief Investment Officer at Soros Fund Management LLC; Member of The New York Federal Reserve’s Investor Advisory Committee on Financial Markets; Member of Advisory Board and Investment Committee of the Open Society Foundations’ and their Economic Justice Programme

*Committee membership:*
Board Risk Committee

**Mary Francis CBE**, Non-Executive
Appointed: 1 October 2016

*Relevant skills and experience:*
Mary has extensive and diverse board-level experience across a range of industries, including her previous Non-Executive Directorships of the Bank of England, Alliance & Leicester, Aviva, Centrica and Swiss Re Group. Through her former senior executive positions with HM Treasury, the Prime Minister’s Office, and as Director General of the Association of British Insurers, she brings to the Board a strong understanding of the interaction between public and private sectors, skills in strategic decision-making and reputation management and promotes strong board governance values, which enables her to continue to contribute effectively to the long-term sustainable success of the Group.

*Key current appointments:*
Non-Executive Director, Valaris PLC; Member of Advisory Panel, The Institute of Business Ethics; Member, UK Takeover Appeal Board

*Committee membership:*
Board Remuneration Committee

# DIRECTORS’ REPORT
## Board of Directors: a year of renewal

**Brian Gilvary**, Non-Executive
Appointed: 1 February 2020

*Relevant skills and experience:*
Brian has served as Chief Financial Officer for BP p.l.c. since 2012. He joined BP in 1986 after obtaining a PhD in Mathematics. After performing a broad range of commercial and financial roles across all facets of the group, he became chief executive of BP’s integrated supply and trading function (2005 – 2009). Brian will retire from BP in June 2020. His experience outside BP includes serving as a Non-Executive Director and audit committee member of Air Liquide S.A., the Royal Navy, and the Francis Crick Institute. Brian also chairs the ‘100 Group’ of the FTSE 100 Finance Directors. Brian brings to the Board his extensive experience of management, finance and strategy gained at BP and other public and private boards. His experience with, and understanding of, the challenges and opportunities inherent in advancing a sustainable energy future will be invaluable as Barclays considers how it can help to accelerate the transition to a low carbon world.

*Key current appointments:*
Chief Financial Officer, BP p.l.c.; Non-Executive Director, Air Liquide S.A.; Non-Executive Director, the Royal Navy; Senior Independent Director, the Francis Crick Institute; Chairman, the 100 Group of the FTSE 100 Finance Directors

*Committee membership:*
None

**Tushar Morzaria**, Group Finance Director
Appointed: 15 October 2013

*Relevant skills and experience:*
Tushar is a chartered accountant with over 25 years of strategic financial management, investment banking, operational and regulatory relations experience, which enables him to contribute to the long-term sustainable success and strategy of the business. He joined Barclays from JP Morgan, where he held various senior roles including the CFO of its Corporate & Investment Bank at the time of the merger of the investment bank and the wholesale treasury/security services business.

*Key current appointments:*
Member, the 100 Group of the FTSE 100 Finance Directors; Main Committee Chair, Sterling Risk Free Reference Rates Working Group

*Committee membership:*
None

**Diane Schueneman**, Non-Executive
Appointed: 25 June 2015

*Relevant skills and experience:*
Diane is a member of the Board, Chair of Barclays Execution Services Limited and a member of the Board of Barclays US LLC. She brings to a wealth of experience in managing global, cross-discipline business operations, client services and technology in the financial services industry, which enables her to robustly challenge the Group’s strategy and support the long-term sustainable success of Barclays. Diane had an extensive career at Merrill Lynch, holding a variety of senior roles, including responsibility for banking, brokerage services and technology provided to the company’s retail and middle market clients.

*Key current appointments:*
None

*Committee membership:*
Board Audit Committee, Board Nominations Committee, Board Risk Committee

## Company Secretary
**Stephen Shapiro**
Appointed: 1 November 2017

*Relevant skills and experience:*
Stephen was appointed Company Secretary in November 2017 having previously served as the Group Company Secretary and Deputy General Counsel of SABMiller plc. Prior to this, he practised law as a partner in a law firm in South Africa, and subsequently in corporate law and M&A at Hogan Lovells in the UK. Stephen has extensive experience in corporate governance, legal, regulatory and compliance matters. Stephen serves as Vice Chair of the GC100, the association of General Counsel and Company Secretaries working in FTSE 100 companies, and has previously served as Chairman of the ICC UK’s Committee on Anti-Corruption.

# Executive Committee: strategically enhanced and strengthened

We have changed the composition of the ExCo, removing a management layer and bringing key business areas closer to, and making their leaders a part of, the most senior management forum for the Group.

The following new roles and additions to the ExCo mean that it now has a stronger and closer strategic focus on, and oversight over, the businesses comprising our CIB and our global consumer banking and payments businesses:

**New roles**
- President of Barclays Bank PLC: Paul Compton
- Global Head of Consumer Banking and Payments: Ashok Vaswani

Paul and Ashok were previously members of the ExCo in their capacities as Chief Operating Officer and CEO of Barclays UK respectively.

**Roles elevated to the ExCo**
- Global Head of Banking: Joe McGrath
- Global Head of Markets: Stephen Dainton
- Head of Corporate Banking: Alistair Currie

Group Executive Committee biographies can be found on pages 314 to 316.

# Striving for simplicity and effectiveness

Barclays is a large, diversified organisation. We are committed, through our governance model, to driving four key features: simplification, collaboration, accountability and quality of decision-making.

### Our governance framework

Our Group-wide governance framework has been designed to facilitate the effective management of the Group by our CEO and his ExCo whilst preserving the constructive challenge, support and oversight of our major subsidiary boards in the UK, Ireland and the US, consistent with their respective legal and regulatory responsibilities. The Barclays PLC (BPLC) Board sets the strategic direction and risk appetite of the Group and is the ultimate decision-making body for matters of Group-wide strategic, financial, regulatory or reputational significance.

BPLC is the group parent company and has a premium listing on the London Stock Exchange. Each of our main operating entities, Barclays Bank PLC (BBPLC), Barclays Bank UK PLC (BBUKPLC), Barclays Bank Ireland PLC, Barclays US LLC and Barclays Bank Delaware, has its own board comprising Executive and Non-Executive Directors. Each also has its own board committees.

During the year, we consolidated and streamlined membership of the BPLC and BBPLC boards, such that membership of the BBPLC board is now a subset of the BPLC Board, with all members of the BPLC Board except the Senior Independent Director (SID), the Chairman of BBUKPLC and one Non-Executive Director now also serving on the board of BBPLC. This partial consolidation has significantly increased coordination and efficiency, and reduced complexity and duplication. The revised BBPLC board composition vests oversight over the activities of BBPLC in a board the members of which also have direct accountability to BPLC’s shareholders through their separate responsibilities as members of the BPLC Board.

### Board composition

In 2019, we welcomed our new Chairman, Nigel Higgins. We also announced the appointment of two new Non-Executive Directors:
- Dawn Fitzpatrick, who joined the Board on 25 September 2019; and
- Mohamed A. El-Erian, who joined the Board on 1 January 2020.

In January 2020, we announced the appointment of Brian Gilvary who joined the Board on 1 February 2020.

All of these appointments bring tremendous insight and experience relevant to the markets in which we operate. In accordance with the recommendation of the Code, Reuben Jeffery and Dr. Dambisa Moyo, each having served on the Board for nine years, stepped down, as did Sir Gerry Grimstone and Mike Turner. Matthew Lester stepped down on 1 January 2020. We also bade farewell to John McFarlane, who stepped down after four years as Chairman, including a period where he was Executive Chairman. We are grateful to them all for their service to Barclays.

We are actively seeking to complement the current range of skills on our Board, ideally with individuals who can bring additional retail banking and technology experience. Our strong belief in the benefits of diversity – of gender, ethnicity and thought – underpins our search. In the report of our Nominations Committee we address the continuing evolution of our Board.

### Principal committees

The principal Committees of the BPLC Board, and the core responsibilities of each, are described in the “Board Governance Framework” table at the foot of the previous page. The remit of each Committee is set out in brief in the table, and you can read more about the Committees and their work on pages 11 to 32 and 80 to 82.

In September 2019, the Board reviewed the responsibilities of the Reputation Committee and reallocated them mainly to the Board so that it could itself directly oversee the critical topics of culture, the environment and reputation. Responsibility for the oversight of Conduct risk and Compliance was transferred from the Reputation Committee to the Risk Committee.

### We measure our effectiveness

An effective Board is one that delivers for stakeholders. We assess the effectiveness of our Board, its Committees and Board members each year, as required by the Code. Although the Code only requires an externally facilitated evaluation every three years, for each of the past four years we have used the services of an external agency to facilitate the assessment of the effectiveness of the Board. This year, the Nominations Committee decided to ask our SID, with the support of the Company Secretary, to conduct the assessment. They are well placed to do this, having been closely involved in the transition to a new Chairman and the evolving composition of the Board and the way it operates. You can read more about our 2019 process and our progress against the 2018 review on pages 23 to 24.

# DIRECTORS’ REPORT
## Our key areas of focus in 2019

We think of governance as how we govern the organisation and make decisions to promote its success for the long-term benefit of our stakeholders. Effective governance makes possible the delivery of our purpose and our strategy.

**Governance in action: our programme of prioritised deep dives**

To underpin informed and sound decision-making, the Board needs to have a deep and granular understanding of the Group as a whole and each of its significant businesses – where the key risks lie, how and where resources are allocated and the contribution made by each part of the business.

Led by the Chairman, the Board and the ExCo have agreed a prioritised series of deep dives which now form a significant part of each Board meeting, with two to four deep dives on the agenda for a typical Board meeting. The materials for each deep dive facilitate an in-depth understanding of the issues and generate meaningful discussion, debate, support to management and challenge on key topics, allowing the Board to exercise effective oversight and assist the delivery of the Group’s strategy.

Through this process, the Board considers strategy at every meeting, rather than in a set piece event once a year.

The Board has discharged its responsibilities as described in this high-level flow diagram.

# Key priorities

### Core areas of focus
Our programme of deep dives is outlined below and in the “Governance in action” section on the previous page. This programme commenced in July 2019, following the appointment of Nigel Higgins as Chairman. The deep dives held this year included consideration of a wide range of topics, covering selected individual business units as well as Group-wide matters such as our capital allocation framework, our costs, our societal purpose, our culture, the environment and our risk profile.

Feedback from our shareholders and wider stakeholders has been taken into account in arriving at and prioritising our deep dives.

The Board received updates on the performance of the business and execution of the strategy at every meeting, and the approval of our MTP, in which our strategy is embedded, was a key Board responsibility at its November and December 2019 meetings. We also gave considerable focus to developments in the regulatory environment, and to engagement with our regulators in the UK and the US in particular. The oversight of risk and of our control environment is also a core Board responsibility and has been addressed at meetings through the year.

> The Board believes the right culture and values, supported by effective leadership and a consistent tone from the top, are crucial to the success of the Group.

### Stakeholder engagement
We have enjoyed extensive engagement with our shareholders in 2019 through a variety of mechanisms, including:
- In February, March and April 2019, Nigel Higgins held around 50 meetings with shareholders and other stakeholders. This was a “listening tour”, the aim of which was for Nigel to introduce himself to a wide range of stakeholders, including our institutional shareholders, and to hear directly from them their views on the Company before he became Chairman in May 2019. We also engaged with activist investor Sherborne Investors Management LP as part of this process;
- Our AGM, where the Board engaged extensively with shareholders, both formally during the meeting and informally before and after the AGM; and
- Through our intensive Investor Relations programme of conference calls, webcasts and meetings at the time of each of our quarterly results releases.

Our broader stakeholder engagement is described in the Strategic Report available at home.barclays/annualreport. Specifically with regard to our workforce, engagement with our colleagues has long been a part of our DNA as an organisation. The Board conducted a full review of our existing engagement model and concluded that this, with certain enhancements, would be the best and most effective means to ensure sustained engagement with our workforce whilst also meeting the objectives of the Code’s new workforce engagement requirements. Our workforce engagement model is described in the People section on page 83 to 86.

### Purpose, culture and values
Our purpose, adopted in May 2018, is “Creating opportunities to rise”. This is underpinned by our values: respect, integrity, service, excellence and stewardship, and by the behaviours associated with them. Our purpose, values and behaviours are designed to support each other, to drive our culture and to guide our strategy and decision-making.

The Board has recently examined our purpose and concluded that whilst it is fully integrated into many of our key processes and decision-making forums, we have further work to do to bring to life: to express and apply it consistently across the Group, and for it to better connect all of our stakeholders, our businesses, ESG activities and ambitions. This work is under way.

Our values were adopted in January 2013. They were, and remain, fully embedded and integrated into the Group.

Our culture is a core area of focus for the Board, which believes that the right culture and values, supported by effective leadership and a consistent tone from the top, are crucial to the success of the Group.

### How does the Board review our culture?
The Board reviews our culture in a number of ways, including:
- Quantitative and qualitative feedback on how our culture aligns with our purpose, values and strategy through Culture Dashboards, so the Board can see the effect our people engagement has on our performance, and the continued strength of our culture;
- Analysis of employee survey results;
- Face-to-face engagement with employees locally to hear what they think; and
- Review of people policies, which are designed to provide equal opportunities and create an inclusive culture, in line with our values and in support of our long-term success.

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

The Board Audit Committee has a central role in maintaining and challenging the quality of Barclays external disclosures and its internal control environment.

**Dear Fellow Shareholder**

2019 was a year of steady progress for the Group both in enhancing its control environment and embedding new financial reporting requirements, particularly in relation to the expected credit loss (ECL) model introduced by the implementation of IFRS 9 in 2018.

Ensuring focus on strengthening the Barclays internal control environment has continued to be a key activity for the Committee. 2019 was an important year for the Barclays Internal Control Environment Programme (BICEP) which commenced in January 2017 and is on track to complete by the end of March 2020. As at the end of 2019, 94% of issues were either closed or in validation with 96% of the BICEP milestones achieved. When BICEP is fully completed, the Group’s control environment will be in a much stronger position, but inevitably, as expectations and standards change and new control events occur, work is still required both to maintain and to further develop it. The Committee is therefore working to ensure that as we transition to “business as usual”, management has a robust framework for identifying and responding to control issues with appropriate reporting to the Committee and other Board Committees. A key component of this will be the work the Chief Controls Office is doing to further streamline and automate the Risk and Controls Self-Assessment (RCSA) process to make it more dynamic.

In assessing general control issues for disclosure in this Annual Report, the Committee continued to apply similar concepts to those used for assessing internal financial controls for the purposes of the US Sarbanes-Oxley Act. The conclusion we reached is that there are no control issues that are considered to be a material weakness and which therefore merit specific disclosure.

IFRS 9 continued to be a major focus for the Committee this year as models continue to be validated and refined. In addition disclosures have been enhanced, although more work is required to develop the ability to generate and disclose more meaningful sensitivity analyses. Following the introduction of the time bar by the FCA at the end of August, the level of subjectivity of the PPI provision at 31 December 2019 has been considerably reduced. However the Committee did consider whether the “spike” in complaints received just before the deadline might have been anticipated and was satisfied that there was no evidence that would have justified an earlier significant increase in the provision.

I continued my regular meetings with the Chairs of the main subsidiary audit committees, including the Chair of the BBPLC audit committee until the partial consolidation of the BPLC and BBPLC boards. Since that time I have also met with the Chair of the Barclays US LLC audit committee, attended a meeting of the Barclays Bank Ireland PLC audit committee, and attended the meeting of the BBUKPLC audit committee which considered the main year-end accounting issues. The Chair of the BBUKPLC audit committee also attends the meeting of the Committee where we consider the control environment of BBUKPLC as part of our year-end evaluation. I also continued to meet frequently with members of senior management, including the Group Finance Director and Chief Internal Auditor. In relation to the latter, I am pleased that the Committee approved the appointment in September 2019 of Lindsay O’Reilly as the new Chief Internal Auditor following a joint recommendation from myself and the Group Chief Executive Officer. As she was appointed to this role from a first line of defence function, the Committee have taken steps to understand and safeguard against potential and perceived conflicts of interest that may arise in order to support BIA’s continued independence from the business. BIA is a key component in supporting the Committee’s work and I am pleased with the way that the function has continued to develop throughout the year in scoping, performing and reporting the outcomes of its work both to management and the Committee.

I have also continued my regular engagement with the Group’s regulators both in the UK and US. This has encompassed not only my work as the Chair of the Committee, but also my role as the Group’s Whistleblowing Champion. In that respect, I also oversaw the production of the first of three annual reports which we have agreed to submit to the FCA and PRA in the UK and also the New York Department of Financial Services containing certain information regarding our whistleblowing programme.

### Committee performance
The performance of the Committee was assessed internally as part of the annual effectiveness review of the Board. In line with the approach adopted for all Board Committees in 2019, the process involved completion of a tailored questionnaire by Committee members and standing attendees.

The results confirm that the Committee is operating effectively, and the Board takes a high level of assurance from the technical and commercial competence and diligence of the Committee’s work. It is considered well-constituted, with the right balance of skills and experience to provide an appropriately broad level of challenge and oversight of the areas within its remit. Consideration will need to be given to adding an additional member of the Committee with recent and relevant financial experience following the departure of Matthew Lester at the end of the year.

Last year’s review commented on the improved focus of the Committee on key issues in the context of managing a demanding agenda efficiently so that time is allocated to the most significant items for discussion. As the Committee has taken on additional responsibilities during the year, for example the oversight of tax matters, continued focus on this area will be beneficial.

In response to a request to provide feedback on the interaction with subsidiary audit committees, the review highlighted that interaction with the BBUKPLC audit committee had been helpful and effective. Following the consolidation of the membership of the Committee with the BBPLC audit committee, coverage of BBPLC matters within concurrent meetings was considered adequate, noting that it will benefit from further embedment.

### Looking ahead
In 2020 the Committee will still continue to monitor the embedment of IFRS 9 processes and further enhancements to our disclosure, particularly as regards sensitivities.

We will also be looking to assess the reporting of control issues after the conclusion of BICEP as well as monitor the satisfactory completion of remediation programmes which are due to extend beyond 31 March 2020, in particular the Designated Markets Activity remediation plan.

**Mike Ashley**
Chair, Board Audit Committee
12 February 2020

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

| Area of focus | Reporting issue | Role of the Committee | Conclusion/action taken |
| :--- | :--- | :--- | :--- |
| Fair, balanced and understandable reporting (including Country-by-Country Reporting and Modern Slavery Statement) | In light of the Board’s obligation under the Code, the Committee assesses external reporting to ensure it is fair, balanced and understandable. | In addition to this Annual Report and associated year-end reports, the Committee also reviewed the Group’s quarterly reports and the GFD’s presentations to analysts. The Committee informed these reviews by: Consideration of reports of the Disclosure Committee which included views on content, accuracy and tone; Direct questioning of management including the CEO and GFD on the transparency and accuracy of disclosures; Consideration of management’s response to letters issued by the FRC; Evaluation of the output of the Group’s internal control assessments and Sarbanes-Oxley s404 internal control process; and Consideration of the results of management’s processes relating to financial reporting matters and to evidence the representations provided to the external auditors. | The Committee noted specifically that whilst the disclosures regarding IFRS9 met nearly all the recommendations from the Enhanced Disclosure Task Force these were still evolving. The Committee encouraged management to continue to enhance the disclosure particularly as the ability to analyse sensitivities was developed. Having evaluated all of the available information, the assurances by management and underlying processes used to prepare the published financial information, the Committee concluded and advised the Board that the 2019 Annual Report and financial statements are fair balanced and understandable. |
| Going concern and long-term viability | Barclays is required to assess whether it is appropriate to prepare the financial statements on a going concern basis and also, in accordance with the Code, Barclays must provide a statement of its viability. | The Committee considered both the going concern assumption and the form and content of the viability statement having regard to: The MTP and WCR; The forecasted liquidity and funding profile; The results of stress tests based on both internal and regulatory specified assumptions as reviewed by the Risk Committee; and Current risk and strategy disclosures. | The Committee recommended to the Board that the financial statements should be prepared on a going concern basis and that there were no material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. The Committee also agreed that the appropriate time frame for the viability statement continued to be three years and recommended the viability statement to the Board for approval. |

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

| Area of focus | Reporting issue | Role of the Committee | Conclusion/action taken |
| :--- | :--- | :--- | :--- |
| Impairment (refer to Note 7 to the financial statements) | Following implementation of IFRS9, ECLs are modelled using a range of forecast economic scenarios. The key areas of judgement include setting the modelling assumptions, developing the macroeconomic scenarios and the methodology for weighting them, establishing the criteria to determine significant deterioration in credit quality and the application of management adjustments to the modelled output. | As part of their monitoring the Committee considered a number of reports from management on: The continued development and embedding of controls over the internal processes supporting the ECL calculation and related assessment of SOx compliance (including by the external auditors); Model changes and refinements to the staging criteria; Regeneration of the macroeconomic variables and associated weighting; Adjustments made to the modelled output to reflect updated data and known model deficiencies; Comparisons between actual experience and forecast losses; and Single name exposures. | Having considered and scrutinised the reports, the Committee agreed with management’s conclusion that the impairment provision (including specifically the £150m for anticipated economic uncertainty in the UK) was appropriate. Going forward the Committee also agreed with management that it would be appropriate to review the frequency of regenerating the macroeconomic scenarios. |
| Conduct provisions (refer to Note 24 to the financial statements) | Barclays makes certain assumptions and estimates, analysis of which underpins provisions made for the costs of customer redress, such as for PPI. | With a view to evaluating adequacy of the provision, the Committee analysed the judgements and estimates made with regard to Barclays’ provisioning for PPI claims, taking into account: Forecasts and assumptions made for PPI complaints; Actual claims levels and validity of claims; and Increased levels of claims based on the August 2019 time bar for claims (including claims from the Official Receiver). | In light of information received, the Committee agreed with management that the PPI provision was adequate during H1 2019 and did not need to be increased. The PPI provision was increased in Q3 2019 by £1.4bn due to the exceptionally high volume of claims received in late August 2019 prior to the time bar. The Committee agreed with this increase and that the level of provision at the end of the year was appropriate. The Committee also made recommendations regarding the sensitivity disclosures. |
| Legal, competition and regulatory provisions (refer to Notes 24 and 26 to the financial statements) | Barclays is engaged in various legal, competition and regulatory matters which may give rise to provisioning based on the facts. The level of provisioning is subject to management judgement on the basis of legal advice and is, therefore, an area of focus for the Committee. | Evaluated advice on the status of current legal, competition and regulatory matters and assessed management’s judgements on the levels of provisions to be taken and accompanying disclosure. | The Committee discussed provisions and utilisation and having reviewed the information available to determine what was both probable and could be reliably estimated, the Committee agreed that the level of provision at the year-end was appropriate. The Committee also considered that the disclosures made provided the appropriate information for investors regarding the legal, competition and regulatory matters being addressed by the Group. |

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

| Area of focus | Reporting issue | Role of the Committee | Conclusion/action taken |
| :--- | :--- | :--- | :--- |
| Valuations (refer to Notes 13 to 17 to the financial statements) | Barclays exercises judgement in the valuation and disclosure of financial instruments, derivative assets and certain portfolios, particularly where quoted market prices are not available. | The Committee: Evaluated reports from the Group Financial Controller; Monitored the valuation methods applied by management requiring significant judgement such as the ESHLA portfolio; and Reviewed the restructuring of the long-dated derivative portfolio which had previously given rise to a significant valuation disparity with the counterparty. | The Committee noted that there were no new significant valuation judgements at the end of the year. The Committee was satisfied with the accounting treatment on an amortised cost basis of the investments now held as a result of the restructuring of the long-dated derivative portfolio. The Committee was also satisfied that the day one valuation ascribed to resultant instruments was appropriate by reference both to the existing valuation methodology and the ongoing profitability of the instruments now held. |
| Tax (refer to Note 9 to the financial statements) | Barclays is subject to taxation in a number of jurisdictions globally and makes judgements with regard to provisioning for tax at risk, and on the recognition and measurement of deferred tax assets. | The Committee is responsible for considering the Group’s tax strategy and overseeing compliance with the Group’s Tax Code of Conduct. In this regard the Committee received reports from the Tax Management Oversight Committee and in particular considered the utilisation of the Luxembourg tax losses and revised US holding company structure. The Committee reviewed the appropriateness of provisions made for uncertain tax positions, including the retrospective de-grouping of certain entities from the UK VAT group. The Committee also confirmed that the estimates and assumptions used in assessing the recoverability of deferred tax assets were supported by the MTP. | The Committee was satisfied that specific strategies were in line with the Group’s Tax Code of Conduct and on behalf of the Board approved the UK Tax Strategy statement published as part of the Country-by-Country Report. The Committee noted that the uncertain tax positions covered a diverse range of issues and as a consequence agreed with management’s view that there was not a significant risk of a material adjustment during the next year. The Committee was also satisfied that deferred tax assets recognition was appropriate. |

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

| Area of focus | Reporting issue | Role of the Committee | Conclusion/action taken |
| :--- | :--- | :--- | :--- |
| Internal controls and business control environment | The effectiveness of the overall control environment, including the status of any significant control issues and the progress of specific remediation plans. | The Committee: Evaluated and tracked the status of the most significant control issues through regular reports from the Chief Controls Officer, including updates on lessons learned and assessment against the Controls Maturity Model. The Committee also received independent evaluations from BIA and external auditors; Evaluated the status of specific significant control Hot Spots, specifically; transaction operations, cyber, treasury and capital liquidity risk reporting and model risk (control framework and model reporting); Scrutinised reports from individual businesses and functions on their control environment and focused on the progress relating to remediation areas; and Monitored CASS updates and associated remediation activities. At its next meeting, the Committee will receive feedback from the Chief Controls Office on the 2019 RCSA process, which will help inform the Committee’s overall assessment of the Group’s control environment. The Committee also received preliminary feedback from the Chief Controls Officer on the 2019 RCSA process which helped inform the Committee’s overall assessment of the Group’s control environment. | Throughout 2019, the Committee has: Monitored progress of BICEP against completion. At the end of 2019, the Committee noted that BICEP was on target for completion by March 2020; Monitored key control issues through a series of deep dives and scrutinised the pathway to ‘Return to Satisfactory’ in respect of internal controls operated by the various functions and businesses; Recommended enhancements to the RCSA review process, including streamlining review through integration with the internal control process review; and Enhanced monitoring of liquidity risk remediation actions relating to buffer increases, following an increase in regulatory technical breaches. |
| Raising concerns | The adequacy of the Group’s arrangements to allow employees to raise concerns in confidence and anonymously without fear of retaliation, and the outcomes of any substantiated cases. | The Committee: Has overseen the embedding of a new centralised team to manage concerns raised; and Received reports from management and monitored whistleblowing metrics and retaliation reports. | The Committee received two in-depth semi-annual reports on whistleblowing from management. At year-end the Committee noted the recent ‘Satisfactory’ rating by BIA of the audit of the centralised team and considered that the whistleblowing programme generally met with best practice as identified by the PRA. However the Committee encouraged the team to consider how interaction with whistleblowers might be further enhanced to improve their experience with the process. In addition the Committee stressed the importance of ensuring the time taken to investigate concerns robustly was as short as possible in order to minimise the potential stress for all concerned. |

# DIRECTORS’ REPORT, BOARD AUDIT COMMITTEE REPORT
## Ensuring reporting integrity and an effective controls environment

| Area of focus | Reporting issue | Role of the Committee | Conclusion/action taken |
| :--- | :--- | :--- | :--- |
| Internal audit | The performance of BIA and delivery of the internal audit plan, including scope of work performed, the level of resources, and the methodology and coverage of the internal audit plan. | The Committee has: Scrutinised and agreed internal audit plans, methodology and deliverables for 2020 including assessing internal audit resources and hiring levels, and any impacts on the audit plan; Tracked the levels of unsatisfactory audits, and monitored related remediation plans; Considered the recommendation for the appointment of the Chief Internal Auditor; Discussed BIA’s approach to data analytics; Discussed BIA’s assessment of the management control approach and control environment in BBUKPLC, BBPLC and the functions; and Evaluated the outcomes from BIA’s annual self-assessment. | At year-end the Committee approved the 2020 Audit Plan detailing the number of audits and areas of focus, and was satisfied with the level of resource to be allocated. In particular. the Committee has scrutinised: The appointment of the new Chief Internal Auditor; Internal audit resource and the ability of BIA to support the 2020 Audit Plan; and BIA’s assessment of the overall control environment. |
| External audit | The work and performance of KPMG. | The Committee: Met with key members of the KPMG audit team to discuss the 2019 audit plan and KMPG’s areas of focus; Assessed regular reports from KPMG on the progress of the 2019 audit and any material accounting and control issues identified; Discussed KPMG’s feedback on Barclays’ critical accounting estimates and judgements; Discussed KPMG’s draft report on certain control areas and the control environment ahead of the 2019 year end; and considered the draft SOx control report and the draft audit opinion. | The Committee approved the audit plan and the main areas of focus. Read more about the Committee’s role in assessing the performance, effectiveness and independence of the external auditor below. |

# DIRECTORS’ REPORT: BOARD NOMINATIONS COMMITTEE REPORT
## Delivering effectiveness

An effective Board is a cohesive Board that provides informed and constructive support and challenge to the management team. This is vital to the generation of increased and sustainable stakeholder value.

Achieving this – through its focus on the composition of the Board, its Committees and the ExCo, and by ensuring a pipeline of succession to these and other senior management key roles – is the main role of the Nominations Committee.

Delivering effectiveness is not however just about the continuous task of evolving the composition of the Board, a Committee or the ExCo to ensure that each is diverse and well balanced with the right mix of talent, skills and experience (illustrated below). As important is how the Board operates – the quality of its agenda and its engagement with management, of the papers and presentations it considers and of the rigour of its discussions. The effectiveness of the Board was enhanced in 2019 through revisions to the Board engagement process with an intensive focus on the preparation of our Board papers, the delivery of targeted training sessions to the Board and our new programme of prioritised deep dives discussed on page 10.

Much was done in 2019 on all of these fronts, and there is more to do.

The Committee comprises solely Non-Executive Directors and is chaired by our Group Chairman. Details on Committee membership and attendance are set out on this page.

```mermaid
graph LR
    subgraph Nominations Committee
    A[Identifying skills gaps] --> B[Leading appointments]
    B --> C[Ensuring succession planning for key roles in place]
    C --> D[Maintaining effective Board, Committee and ExCo composition]
    D --> E[Reviewing core skills and time commitment]
    E --> F[Reviewing effectiveness and effecting change]
    F --> A
    end
```

# Additional information

## Dividend on the ordinary shares of Barclays PLC
The dividends declared for each of the last five years were:

| Pence per 25p ordinary share | 2019 | 2018 | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Half year | 3.00 | 2.50 | 1.00 | 1.00 | 3.00 |
| Full year | 6.00 | 4.00 | 2.00 | 2.00 | 3.50 |
| Total | 9.00 | 6.50 | 3.00 | 3.00 | 6.50 |

| US Dollars per 25p ordinary share | 2019 | 2018 | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Half year | 0.04 | 0.03 | 0.01 | 0.01 | 0.05 |
| Full year | 0.08 | 0.05 | 0.02 | 0.02 | 0.05 |
| Total | 0.12 | 0.08 | 0.03 | 0.03 | 0.10 |

The gross dividends applicable to an American Depositary Share (ADS) representing four ordinary shares, before deduction of withholding tax, are as follows:

| US Dollars per American Depositary Share | 2019 | 2018 | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Half year | 0.15 | 0.13 | 0.05 | 0.05 | 0.18 |
| Full year | 0.31 | 0.21 | 0.10 | 0.10 | 0.20 |
| Total | 0.46 | 0.34 | 0.15 | 0.15 | 0.38 |

The final dividends shown above are expressed in Dollars translated at the closing spot rate for Pounds Sterling as determined by Bloomberg at 5pm in New York City (the ‘Closing Spot Rate’) on the latest practicable date for inclusion in this report. No representation is made that Pounds Sterling amounts have been, or could have been, or could be, converted into Dollars at these rates.

### Trading market for ordinary shares of Barclays PLC
The principal trading market for Barclays PLC ordinary shares is the London Stock Exchange. At the close of business on 31 December 2019, 17,322,057,836 ordinary shares were in issue.

Ordinary share listings were also obtained on the New York Stock Exchange (NYSE) with effect from 9 September 1986. Trading on the NYSE is in the form of ADSs under the symbol ‘BCS’. Each ADS represents four ordinary shares and is evidenced by an American Depositary Receipt (ADR). The ADR depositary is JP Morgan Chase Bank, N.A. Details of trading activity are published in the stock tables of leading daily newspapers in the US.

There were 420 ADR holders and 1,647 recorded holders of ordinary shares with US addresses at 31 December 2019, whose shareholdings represented approximately 4.02% of total outstanding ordinary shares on that date. Since a certain number of the ordinary shares and ADRs were held by brokers or other nominees, the number of recorded holders in the US may not be representative of the number of beneficial holders or of their country of residence.

# EXHIBIT INDEX

| Exhibit | Description |
| :--- | :--- |
| 1.1 | Articles of Association of Barclays PLC (incorporated by reference to the Form 6-K filed on May 2, 2013) |
| 2.1 | Long Term Debt Instruments: Barclays PLC is not party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of its total assets (on a consolidated basis) is authorised to be issued. Barclays PLC hereby agrees to furnish to the Securities and Exchange Commission (the “Commission”), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Commission. |
| 2.2 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 |
| 4.1 | Rules of the Barclays Group Incentive Share Plan (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29, 2008) |
| 4.2 | Rules of the Barclays Group Share Value Plan |
| 4.3 | Rules of the Barclays PLC Long Term Incentive Plan (Incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-173899) filed on May 3, 2011) |
| 4.4 | Rules of the Barclays Group Deferred Share Value Plan |
| 4.5 | Contract of Employment – Tushar Morzaria (Incorporated by reference to the 2014 Form 20-F filed on March 14, 2014) |
| 4.6 | Contract of employment – James E Staley (incorporated by reference to the 2015 Form 20-F filed on March 1, 2016) |
| 4.7 | Transfer of Employment – James E Staley (incorporated by reference to the 2016 Form 20-F filed on February 23, 2017) |
| 4.8 | Transfer of Employment – Tushar Morzaria (incorporated by reference to the 2016 Form 20-F filed on February 23, 2017) |
| 4.9 | Appointment Letter – Crawford Gillies (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.10 | Appointment Letter – Diane Schueneman (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.11 | Appointment Letter – Sir Ian Cheshire (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.12 | Appointment Letter – Mary Anne Citrino (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.13 | Appointment Letter – Mary Francis (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.14 | Appointment Letter – Mike Ashley (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.15 | Appointment Letter – Tim Breedon (incorporated by reference to the 2018 Form 20-F filed on February 21, 2019) |
| 4.16 | Appointment Letter – Nigel Higgins |
| 4.17 | Appointment Letter – Dawn Fitzpatrick |
| 4.18 | Appointment Letter – Mohamed A. El-Erian |
| 4.19 | Appointment Letter – Brian Gilvary |
| 8.1 | List of subsidiaries. The list of subsidiaries of Barclays PLC can be found on page 321 of the Form 20-F. |
| 12.1 | Certifications filed pursuant to 17 CFR 240. 13(a)-14(a) |
| 13.1 | Certifications filed pursuant to 17 CFR 240. 13(a) and 18 U.S.C 1350(a) and 1350(b) |
| 15.1 | Consent of KPMG LLP for incorporation by reference of reports in certain securities registration statements of Barclays PLC. |
| 99.1 | A table setting forth the issued share capital of Barclays Group’s total shareholders’ equity, indebtedness and contingent liabilities as at 31 December 2019. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Schema Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Schema Definition Linkbase |
| 101.LAB | XBRL Taxonomy Extension Schema Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Schema Presentation Linkbase |

# Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

Date: February 13, 2020

**Barclays PLC**
(Registrant)

By: /s/ Tushar Morzaria
Tushar Morzaria, Group Finance Director